EXHIBIT 10.121
PAN-SINO CASH COLLATERAL AGREEMENT
CASH COLLATERAL AGREEMENT dated as of April 22, 1997,
between PAN-SINO ENERGY DEVELOPMENT COMPANY LLC, a Cayman Islands
exempted company (the "Pledgor") and BANKERS TRUST COMPANY, as
Trustee (in such capacity, the "Trustee") for the Holders of the
12-1/2% Senior Secured Notes due 2004 ("Senior Secured Notes") of
Panda Global Energy Company (the "Issuer") issued pursuant to the
terms and subject to the conditions of a Trust Indenture, dated
as of April 22, 1997 (as amended, supplemented or otherwise
modified from time to time, the "Indenture"), between the Issuer
and the Trustee.
W I T N E S S E T H:
WHEREAS, the Pledgor is a Subsidiary of the Issuer, and
substantially all of the proceeds of the Senior Secured Notes are
being loaned to Subsidiaries of the Pledgor;
WHEREAS, in order to receive more favorable financing terms
for the sale of the Senior Secured Notes, the Pledgor has agreed
to pledge certain assets in favor of the Trustee;
NOW, THEREFORE, in consideration of the premises and to
induce the Trustee to enter into the Indenture and to induce the
Initial Purchaser to purchase the Senior Secured Notes under the
Purchase Agreement dated April 11, 1997 (as it may be amended,
supplemented or otherwise modified from time to time, the
"Purchase Agreement") with the Issuer, Panda Global Holdings,
Inc. (the "Company") and Panda Energy International, Inc., the
Pledgor hereby agrees with the Trustee, for the ratable benefit
of the Holders of the Senior Secured Notes, as follows:
1. Defined Terms. (a) Unless otherwise defined herein,
terms defined in the Indenture and used herein shall have the
meanings given to them in the Indenture.
(b) The following terms shall have the following meanings:
"Agreement": this Pan-Sino Cash Collateral Agreement, as
the same may be amended, modified or otherwise supplemented from
time to time.
"Cash Collateral": the collective reference to:
(a) all cash, instruments, securities and funds deposited
from time to time in the Cash Collateral Account, including,
without limitation, all cash or other money proceeds of any
property of the Pledgor that constitutes collateral subject to a
security interest for the benefit of the Trustee under any
Transaction Document;
(b) all investments of funds in the Cash Collateral Account
and all instruments and securities evidencing such investments;
and
(c) all interest, dividends, cash, instruments, securities
and other property received in respect of, or as proceeds of, or
in substitution or exchange for, any of the foregoing.
"Cash Collateral Account": the Pan-Sino Fund.
"Code": the Uniform Commercial Code from time to time in
effect in the State of New York.
"Collateral": the collective reference to the Cash
Collateral and the Cash Collateral Account.
"Guaranteed Obligations": the collective reference to the
unpaid principal, interest and premium, if any, on the loans made
pursuant to the Issuer Loan Agreement (including, without
limitation, interest accruing at the then applicable rate of
interest provided in the Issuer Loan Agreement after the maturity
of the loans thereunder and interest accruing at the then
applicable rate of interest provided in the Issuer Loan Agreement
after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like
proceeding, relating to Pan-Western whether or not a claim for
post-filing or post-petition interest is allowed in such
proceeding), whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, the Issuer
Loan Agreement, the Issuer Note, or any other document made,
delivered or given in connection therewith whether on account of
principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without
limitation, all fees and disbursements of counsel that are
required to be paid by Pan-Western pursuant to the terms of the
Issuer Loan Agreement, the Issuer Note or any other Transaction
Document).
"Obligations": (i) the collective reference to the
Guaranteed Obligations and the unpaid principal interest and
premium, if any (including Liquidated Damages and Additional
Amounts, if any), on the Senior Secured Notes and all other
obligations and liabilities of the Issuer to the Trustee and the
Holders of the Senior Secured Notes (including, without
limitation, interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to the Issuer whether or not a claim
for post-filing or post-petition interest is allowed in such
proceeding), whether direct or indirect, absolute or contingent,
due or to become due, or now existing or hereafter incurred,
which may arise under, out of, or in connection with, Senior
Secured Notes; and
(ii) all obligations and liabilities of the Pledgor which
may arise under or in connection with this Agreement or any other
Transaction Document to which the Pledgor is a party;
in each case, whether on account of reimbursement obligations,
fees, indemnities, costs, expenses or otherwise (including,
without limitation, all fees and disbursements of counsel to the
Trustee or counsel to the Initial Purchaser that are required to
be paid by the Pledgor pursuant to the terms of this Agreement or
any other Transaction Document.
2. Guarantee. (a) Subject to the provisions of paragraphs
2(b) and 2(c) below, the Pledgor hereby unconditionally and irre-
vocably guarantees to the Trustee, for the ratable benefit of the
Holders of the Senior Secured Notes and their respective succes-
sors, indorsees, transferees and assigns, the prompt and com-
plete payment and performance by Pan-Western when due (whether at
the stated maturity, by acceleration or otherwise) of the Xxxxxx-
xxxx Obligations.
(a) The Pledgor shall have no personal liability for
payment of the Guaranteed Obligations, and in any action or suit
to collect the Guaranteed Obligations the Trustee and the Holders
of the Senior Secured Notes shall not seek any in personam
judgment against the Pledgor or any judgment for a deficiency but
shall look solely to the security interests hereunder and under
the other Transaction Documents to which the Pledgor is a party
and the collateral described herein and therein for payment of
the Guaranteed Obligations. Nothing contained in this Section
shall be construed to impair the validity of the Guaranteed
Obligations or any of the Transaction Documents to which the
Pledgor is a party or affect or impair in any way the right of
the Trustee and the Holders to exercise their rights and remedies
under the Indenture, the Senior Secured Notes and any other
Transaction Documents in accordance with their terms.
(b) The maximum liability of the Pledgor hereunder and
under the other Transaction Documents to which it is a party
shall in no event exceed the amount which can be guaranteed by
the Pledgor under applicable federal and state laws relating to
the insolvency of debtors.
3. Grant of Security Interest. As collateral security for
the prompt and complete payment and performance when due (whether
at the stated maturity, by acceleration or otherwise) of the
Obligations, the Pledgor hereby grants to the Trustee, for the
ratable benefit of the Holders of the Senior Secured Notes, a
security interest in the Collateral.
4. Maintenance of Cash Collateral Account. (a) The Cash
Collateral Account shall be maintained until the Obligations have
been paid and performed in full.
(b) The Collateral shall be subject to the exclusive
dominion and control of the Trustee, which shall hold the Cash
Collateral and administer the Cash Collateral Account subject to
the terms and conditions of this Agreement and the Indenture.
The Pledgor shall have no right of withdrawal from the Cash
Collateral Account nor any other right or power with respect to
the Collateral, except as expressly provided herein and therein.
5. Deposit of Funds. (a) Pan-Sino shall make deposits to
the Pan-Sino Fund in accordance with the terms of the Indenture.
6. Representations and Warranties. The Pledgor represents
and warrants to the Trustee that:
(a) The Pledgor has the corporate power and authority and
the legal right to execute and deliver, to perform its
obligations under, and to grant the security interest in the
Collateral pursuant to, this Agreement and has taken all
necessary corporate action to authorize its execution, delivery
and performance of, and grant of the security interest in the
Collateral pursuant to, this Agreement.
(b) This Agreement constitutes a legal, valid and binding
obligation of the Pledgor enforceable in accordance with its
terms and creates in favor of the Trustee a perfected, first
priority security interest in the Collateral, enforceable in
accordance with its terms, except in each case as affected by
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting
creditors' rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
(c) The execution, delivery and performance of this
Agreement will not violate any provision of any Requirement of
Law or Contractual Obligation of the Pledgor and will not result
in the creation or imposition of any Lien on any of the
properties or revenues of the Pledgor pursuant to any Requirement
of Law or Contractual Obligation of the Pledgor, except as
contemplated hereby.
(d) No consent or authorization of, filing with, or other
act by or in respect of, any arbitrator or Governmental Authority
and no consent of any other Person (including, without
limitation, any stockholder or creditor of the Pledgor), is
required in connection with the execution, delivery, performance,
validity or enforceability of this Agreement.
(e) No litigation, investigation or proceeding of or before
any arbitrator or Governmental Authority is pending or, to the
knowledge of the Pledgor, threatened by or against the Pledgor or
against any of its properties or revenues with respect to this
Agreement or any of the transactions contemplated hereby.
7. Covenants. The Pledgor covenants and agrees with the
Trustee for the benefit of the Holders of the Senior Secured
Notes that, except as the Trustee may otherwise consent in
accordance with the terms of the Indenture:
(a) The Pledgor will not (1) sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with
respect to, the Collateral, or (2) create, incur or permit to
exist any Lien or option in favor of, or any claim of any Person
with respect to, any of the Collateral, or any interest therein,
except for the security interest created by this Agreement.
(b) The Pledgor will maintain the security interest created
by this Agreement as a first, perfected security interest and
will defend the right, title and interest of the Trustee in and
to the Collateral against the claims and demands of all Persons
whomsoever. At any time and from time to time, upon the written
request of the Trustee, and at the sole expense of the Pledgor,
the Pledgor will promptly and duly execute and deliver such
further instruments and documents and take such further actions
as the Trustee reasonably may request for the purposes of
obtaining or preserving the full benefits of this Agreement and
of the rights and powers herein granted, including, without
limitation, financing statements under the Code.
8. Investment of Cash Collateral. Collected funds on
deposit in the Cash Collateral Account shall be invested by the
Trustee pursuant to the terms of the Indenture.
9. Release of Cash Collateral. The Trustee shall release
the Cash Collateral in accordance with the terms of the
Indenture.
10. Remedies. (a) Upon the occurrence of an Event of
Default, the Trustee may, without notice of any kind, except for
notices required by law which may not be waived, apply the
Collateral, after deducting all reasonable costs and expenses of
every kind incurred in respect thereof or incidental to the care
or safekeeping of any of the Collateral or in any way relating to
the Collateral or the rights of the Trustee hereunder, including,
without limitation, reasonable attorneys' fees and disbursements
of counsel to the Trustee, to the payment in whole or in part of
the Obligations, in such order as the Trustee in its sole
discretion may elect, and only after such application and after
the payment by the Trustee of any other amount required by any
provision of law, including, without limitation, Section 9-
504(1)(c) of the Code, need the Trustee account for the surplus,
if any, to the Pledgor. In addition to the rights, powers and
remedies granted to it under this Agreement and in any other the
Trustee shall have all the rights, powers and remedies available
at law, including, without limitation, the rights and remedies of
a secured party under the Code. To the extent permitted by law,
the Pledgor waives presentment, demand, protest and all notices
(except notices specifically provided for in any agreement
securing, evidencing or relating to the Obligations), of any kind
and all claims, damages and demands it may acquire against the
Trustee arising out of the exercise by them of any rights
hereunder.
(b) The Pledgor waives and agrees not to assert any rights
or privileges which it may acquire under Section 9-112 of the
Code. The Pledgor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are
insufficient to pay the Obligations and the fees and
disbursements of any attorneys employed by the Trustee to collect
such deficiency.
11. No Subrogation. Notwithstanding any payment or
payments made by the Pledgor hereunder, or any setoff or
application of funds of the Pledgor by any Holder of Senior
Secured Notes, or the receipt of any amounts by the Trustee or
any Holder with respect to any of the Collateral, the Pledgor
shall not be entitled to be subrogated to any of the rights of
the Trustee or any Holder of Senior Secured Notes against the
Issuer or against any other collateral security held by the
Trustee or any Holder of Senior Secured Notes for the payment of
the Obligations, nor shall the Pledgor seek any reimbursement
from the Issuer in respect of payments made by the Pledgor in
connection with this Agreement, or amounts realized by the
Trustee or any Holder in connection with the Collateral, until
all amounts owing to the Trustee and the Holders of Senior
Secured Notes on account of the Obligations are paid in full. If
any amount shall be paid to the Pledgor on account of such
subrogation rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held by the
Pledgor in trust for the Trustee, segregated from other funds of
the Pledgor, and shall, forthwith upon receipt by the Pledgor, be
turned over to the Trustee in the exact form received by the
Pledgor (duly indorsed by the Pledgor to the Trustee, if
required) to be applied against the Obligations, whether matured
or unmatured, in such order as the Trustee may determine.
12. Amendments, etc. with respect to the Obligations;
Waiver of Rights. The Pledgor shall remain obligated hereunder,
and the Collateral shall remain subject to the security interest
created hereby, notwithstanding that, without any reservation of
rights against the Pledgor, and without notice to or further
assent by the Pledgor, any demand for payment of any of the
Obligations made by the Trustee or any Holder of Senior Secured
Notes may be rescinded by the Trustee or such Holder of Senior
Secured Notes, and any of the Obligations continued, and the
Obligations, or the liability of the Issuer or any other Person
upon or for any part thereof, or any collateral security or
guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended,
amended, modified, accelerated, compromised, waived, surrendered,
or released by the Trustee or any Holder of Senior Secured Notes,
and the Indenture, the Issuer Loan Agreement, the Issuer Note,
the Senior Secured Notes and the other Transaction Documents
executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or part, in
accordance with their terms, and any guarantee, right of offset
or other collateral security at any time held by the Trustee or
any Holder of Senior Secured Notes for the payment of the
Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Trustee nor any Holder of Senior Secured
Notes shall have any obligation to protect, secure, perfect or
insure any other Lien at any time held by it as security for the
Obligations or any property subject thereto. The Pledgor waives
any and all notice of the creation, renewal, extension or accrual
of any of the Obligations and notice of or proof of reliance by
the Trustee or any Holder of Senior Secured Notes upon this
Agreement; the Obligations, and any of them, shall conclusively
be deemed to have been created, contracted or incurred in
reliance upon this Agreement; and all dealings between the Issuer
and the Pledgor, on the one hand, and the Trustee and the Holders
of Senior Secured Notes, on the other, shall likewise be
conclusively presumed to have been had or consummated in reliance
upon this Agreement. The Pledgor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment
to or upon the Issuer or the Pledgor with respect to the
Obligations. When pursuing its rights and remedies hereunder
against the Pledgor, the Trustee may, but shall be under no
obligation to, pursue such rights and remedies as it may have
against the Issuer or any other Person or against any collateral
security or guarantee for the Obligations or any right of offset
with respect thereto, and any failure by the Trustee to pursue
such other rights or remedies or to collect any payments from the
Issuer or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of
offset, or any release of the Issuer or any such other Person or
of any such collateral security, guarantee or right of offset,
shall not relieve the Pledgor of any liability hereunder, and
shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Trustee
or any Holder of Senior Secured Notes against the Pledgor or the
Collateral.
13. Trustee's Appointment as Attorney-in-Fact. (a) The
Pledgor hereby irrevocably constitutes and appoints the Trustee
and any officer or agent of the Trustee, with full power of
substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the
Pledgor and in the name of the Pledgor or in the Trustee's own
name, from time to time in the Trustee's discretion, for the
purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents
and instruments which may be necessary or desirable to accomplish
the purposes of this Agreement, including, without limitation,
any financing statements, endorsements, assignments or other
instruments of transfer.
(b) The Pledgor hereby ratifies all that said attorneys
shall lawfully do or cause to be done pursuant to the power of
attorney granted in paragraph 13(a). All powers, authorizations
and agencies contained in this Agreement are coupled with an interest
and are irrevocable until this Agreement is terminated and the
security interests created hereby are released.
14. Duty of Trustee. The Trustee's sole duty with respect
to the custody, safekeeping and physical preservation of the
Collateral in its possession, under Section 9-207 of the Code or
otherwise, shall be to comply with the specific duties and
responsibilities set forth herein and in the Indenture. The
powers conferred on the Trustee in this Agreement are solely for
the protection of the Trustee's and the Holders of Senior Secured
Notes' interests in the Collateral and shall not impose any duty
upon the Trustee or any Holder of Senior Secured Notes to
exercise any such powers. Neither the Trustee nor any Holder of
Senior Secured Notes nor its or their directors, officers,
employees or agents shall be liable for any action lawfully taken
or omitted to be taken by any of them under or in connection with
the Collateral or this Agreement, except for its or their gross
negligence or willful misconduct.
15. Execution of Financing Statements. Pursuant to Section
9-402 of the Code, the Pledgor authorizes the Trustee to file
financing statements with respect to the Collateral without the
signature of the Pledgor in such form and in such filing offices
as the Trustee reasonably determines appropriate to perfect the
security interests of the Trustee under this Agreement. A
carbon, photographic or other reproduction of this Agreement
shall be sufficient as a financing statement for filing in any
jurisdiction.
16. Authority of Trustee. The Pledgor acknowledges that
the rights and responsibilities of the Trustee under this
Agreement with respect to any action taken by the Trustee or the
exercise or non-exercise by the Trustee of any option, right,
request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the
Trustee and the Holders of Senior Secured Notes, be governed by
the Indenture and by such other agreements with respect thereto
as may exist from time to time among them, but, as between the
Trustee and the Pledgor, the Trustee shall be conclusively
presumed to be acting as agent for the Holders with full and
valid authority so to act or refrain from acting, and the Pledgor
shall not be under any obligation, or entitlement, to make any
inquiry respecting such authority.
17. Indemnity of Trustee. The Pledgor shall indemnify the
Trustee, its officers, agents, employees, and directors for, and
to hold each such person harmless against any and all losses,
liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties
under this Agreement, including the costs and expenses of
enforcing this Agreement against the Pledgor or any other Person
and investigating or defending itself against any claim (whether
asserted by the Pledgor or any Holder of Senior Secured Notes or
any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be
attributable to its negligence or bad faith. The Trustee shall
notify the Pledgor promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Pledgor shall
not relieve the Pledgor of its obligations hereunder. The
Pledgor shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and, if
Pledgor's counsel is not diligently prosecuting or defending the
matter, or in the event that there may be a conflict between the
positions of the Pledgor and Trustee in conducting the defense,
the Pledgor shall pay the reasonable fees and expenses of such
counsel. The Pledgor need not pay for any settlement made
without its consent, which consent shall not be unreasonably
withheld.
18. Notices. All notices, requests and demands to or upon
the Trustee or the Pledgor to be effective shall be in writing
(or by telex, fax or similar electronic transfer confirmed in
writing) and shall be deemed to have been duly given or made
(a) when delivered by hand or (b) if given by mail, when
deposited in the mails by certified mail, return receipt
requested, or (c) if by telex, fax or similar electronic
transfer, when sent and receipt has been confirmed, as follows:
(1) if to the Trustee, at its address or transmission
number for notices provided in the recitals of the Indenture; and
(2) if to the Pledgor, at its address or transmission
number for notices set forth under its signature below.
The Trustee and the Pledgor may change their addresses and
transmission numbers for notices by notice in the manner provided
in this paragraph.
19. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
20. Integration. This Agreement represents the agreement
of the Pledgor with respect to the subject matter hereof and
there are no promises or representations by the Trustee or any
Holder of Senior Secured Notes relative to the subject matter
hereof not reflected herein.
21. Amendments in Writing; No Waiver; Cumulative Remedies.
(a) None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a
written instrument executed by the Pledgor and the Trustee,
provided that any provision of this Agreement may be waived by
the Trustee in a letter or agreement executed by the Trustee or
by telex or facsimile transmission from the Trustee.
(b) Neither the Trustee nor any Holder of Senior Secured
Notes shall by any act (except by a written instrument pursuant
to paragraph 21(a) hereof), delay, indulgence, omission or other-
wisebe deemed to have waived any right or remedy hereunder or to
have acquiesced in any Default or Event of Default or in any breach
of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Trustee, any right,
power or privilege hereunder shall operate as a waiver thereof.
No single or partial exercise of any right, power or privilege here-
under shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the
Trustee of any right or remedy hereunder on anyone occasion shall
not be construed as a bar to any right or remedy which the Trustee
would otherwise have on any future occasion.
(c) The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of
any other rights or remedies provided by law.
22. Section Headings. The section headings used in this
Agreement are for convenience of reference only and are not to
affect the construction hereof or be taken into consideration in
the interpretation hereof.
23. Successors and Assigns. This Agreement shall be
binding upon the successors and assigns of the Pledgor and shall
inure to the benefit of the Trustee and the Holders of Senior
Secured Notes and their successors and assigns.
24. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.
25. Submission To Jurisdiction; Waivers. The Pledgor
hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal
action or proceeding relating to this Agreement, or for
recognition and enforcement of any judgment in respect thereof,
to the non-exclusive general jurisdiction of the Courts of the
State of New York sitting in the Borough of Manhattan, the courts
of the United States of America for the Southern District of New
York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now
or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought
in an inconvenient court and agrees not to plead or claim the
same;
(c) designates, appoints and empowers CT Corporation
Systems, at 0000 Xxxxxxxx, Xxx Xxxx, X.X. 00000 as its authorized
agent to receive for and on its behalf service of any summons,
complaint or other legal process in any such action, suit or
proceeding in the State of New York;
(d) agrees that nothing herein shall affect the right
to effect service of process in any other manner permitted by law
or shall limit the right to xxx in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by
law, any right it may have to claim or recover in any legal
action or proceeding referred to in this paragraph any special,
exemplary, punitive or consequential damages.
26. WAIVERS OF JURY TRIAL. THE PLEDGOR AND, BY ITS
ACCEPTANCE HEREOF, THE TRUSTEE HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN.
IN WITNESS WHEREOF, the Pledgor and the Trustee have caused
this Cash Collateral Agreement to be duly executed and delivered
as of the date first above written.
PAN-SINO ENERGY DEVELOPMENT COMPANY LLC
By:
Title:
Address:
Pan-Sino Energy Development Company LLC
c/x Xxxxxx and Calder
Xxxxxx House
P.O. Box 309
South Church Street
Xxxxxx Town, Grand Cayman
Cayman Islands, British West Indies
with a copy to: Panda Energy International Inc.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Fax: (000) 000-0000
BANKERS TRUST COMPANY, as Trustee
By:
Title:
