EXHIBIT 10.52
THIRD AMENDMENT
TO
REAL PROPERTY LEASE AND EASEMENT AGREEMENT
THIS THIRD AMENDMENT TO REAL PROPERTY
LEASE AND EASEMENT AGREEMENT, dated as of
March 15 1996, is by and between
Panda-Rosemary, L.P., a Delaware
limited partnership ("LESSEE") and THE
XXXX COMPANY, a Delaware corporation
("LESSOR").
WITNESSETH:
WHEREAS, PANDA-XXXXXXXX CORPORATION, a
Delaware corporation ("PRC") and LESSOR
entered into the certain Real Property Lease
and Easement Agreement, dated June 9, 1989,
as amended by the First Amendment to Real
Property Lease and Easement Agreement, dated
as of October 1, 1989, between PRC and LESSOR
and by the Second Amendment to Real
Property Lease and Easement Agreement, dated
January 31, 1990, between PRC and LESSOR
(collectively, the "LEASE");
WHEREAS, with the consent of LESSOR
under the Consent to Assignment,
Delegation and Assumption Agreement,
dated January 6, 1992, by and between PRC,
PANDA-ROSEMARY, L.P., a Delaware limited
partnership ("LESSEE"), LESSOR and THE FUJI
BANK & TRUST COMPANY, a trust company
organized under the State of New York, PRC
assigned to LESSEE and LESSEE assumed, all of
PRC's rights and interest in, to and under the
lease;
WHEREAS, the LEASE is recorded in Book
1452, Page 205 in the Register of Deeds in
Halifax County, North Carolina; and
WHEREAS, LESSEE and LESSOR desire to amend
the LEASE.
NOW THEREFORE, in consideration of the
mutual covenants and agreements herein
contained, and intending to be legally bound,
LESSEE and LESSOR hereby agree as follows:
1. The following new Section 2.04 is
added to the Lease and Easement:
2.04. Notwithstanding any
provision in the COGENERATION AGREEMENT to
the contrary, if LESSEE has exercised its
option to extend this LEASE as set forth in
Section 2.03, LESSEE shall have the further
option to extend this LEASE for an additional
term of ten (10) years beginning on December
31st of the year in which the thirty-fifth
(35th) anniversary of the Completion date
specified in the COGENERATION AGREEMENT
occurs and terminating on December 31st of
the year in which the forty- fifth (45th)
anniversary of the Completion Date specified
in the COGENERATION AGREEMENT occurs at the
annual rental on the terms and conditions
otherwise contained herein by giving notice
to LESSOR of its intention to extend at least
two years prior to the end of the first ten-
year extension of this LEASE and thereupon the
term of this LEASE shall be so extended
without any further action by either party.
2. Section 6.01 of the LEASE is
hereby amended by inserting a " , " in
place of the word "or" between the numbers
"2.02" and "2.03" in the fourth line of
that section and inserting after the number
"2.03" in that same line "or 2.04."
3. All other terms, conditions and
provisions of the LEASE, as previously
amended, which are not expressly deleted or
changed herein shall remain in full force and
effect.
THE XXXX COMPANY
[CORPORATE SEAL] ______________________
By: A. Xxxxxxx Xxx
Title: Xxxxxxx Xxxxx Title: CFO
Executive
Secretary
PANDA-XXXXXXXX, L.P.
By: Panda-Xxxxxxxx
[CORPORATE SEAL] Corporation, its
general partner
Xxxxxx Xxxxxx
Title: Secretary
& Treasurer By:
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
STATE OF TEXAS )
)
COUNTY OF DALLAS )
This 11th day of March, 1996,
personally came before me, Xxxxxxx X. Xxxx,
a notary public for the State of Texas who,
being by me duly sworn, says that he knows the
Common Seal of Panda-Xxxxxxxx Corporation and
is acquainted with Xxxxx X. Xxxxxxx who is the
Senior Vice President of said Corporation, and Xxxxxx
Xxxxxx who is the ______ secretary of the said
Corporation, and saw the said Senior Vice
President sign the foregoing instrument, and
saw the Common Seal of said Corporation
affixed to said instrument by said Senior Vice
President, and that the said Secretary signed her
name in attestation of the execution of said instrument
in the presence of said Senior Vice President of said Corporation.
Witness my hand and notarial seal or
stamp this the 11th day of March, 1996.
(Notarial Seal or Stamp)
My Commission Expires:
8-24-97
Notary
Public Xxxxxxx X. Xxxx
STATE OF GEORGIA )
)
COUNTY OF XXXX )
This 15th day of March, 1996,
personally came before me, Xxxxxx X.
Xxxxxxxxx, a notary public for the State of
Georgia who, being by me duly sworn, says that
she/he knows the Common Seal of the Xxxx
Company Corporation and is acquainted with A.
Xxxxxxx Xxx who is the Chief Financial Officer
of said Corporation, and the said Xxxxxxx
Xxxxx is the Executive Secretary of the said
Corporation, and saw the said Chief Financial
Officer sign the foregoing instrument, and saw
the Common Seal of said Corporation affixed to
said instrument by said Chief Financial
Officer, and that he/she, the said Executive
Secretary signed his/her name in attestation
of the execution of said instrument in the
presence of said Chief Financial Officer of
said Corporation.
Witness my hand and notarial seal or
stamp this the 15th day of March, 1996.
(Notarial Seal or Stamp)
My Commission Expires:
October 10, 1997 Xxxxxx X. Xxxxxxxxx
Notary Public
