EXHIBIT 10.25
NOTE
$215,000,000 New York, New York
April 10, 1995
FOR VALUE RECEIVED, the undersigned, PANDA-BRANDYWINE,
L.P., a Delaware limited partnership (the "Borrower"), hereby
unconditionally promises to pay to the order of General Electric
Capital Corporation ("GE Capital"), to GE Capital's account no.
00-000-000 (GECC Depositary Account), ABA #0000-0000-0 (Re: Panda-
Brandywine) at Bankers Trust Company, New York, New York, in
lawful money of the United States of America and in immediately
available funds, on the Construction Loan Maturity Date (as
defined in the Loan Agreement referred to below), the principal
amount of (a) TWO HUNDRED FIFTEEN MILLION DOLLARS ($215,000,000),
or, if less, (b) the aggregate unpaid principal amount of all
Loans made by GE Capital to the Borrower pursuant to subsection
2.1 of the Loan Agreement, as hereinafter defined. The Borrower
further agrees to pay interest in like money at such office on
the unpaid principal amount hereof from time to time outstanding
at the rates and on the dates specified in subsection 2.7 of the
Loan Agreement.
The holder of this Note is authorized to endorse on the
schedules annexed hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a
part hereof the date and amount of each Loan made pursuant to the
Loan Agreement and the date and amount of each payment or
prepayment of principal thereof, each continuation or conversion
thereof and the length of each Interest Period with respect
thereto. Each such endorsement shall constitute prima facie
evidence of the accuracy of the information endorsed. The failure
to make any such endorsement shall not affect the obligations of
the Borrower in respect of such Loan.
This Note is the Note referred to in the Construction
Loan Agreement and Lease Commitment dated as of March 30, 1995
(as amended, supplemented or otherwise modified from time to
time, the "Loan Agreement"), between the Borrower, Panda
Brandywine Corporation and GE Capital, (b) is subject to the
provisions of the Loan Agreement and (c) is subject to mandatory
prepayment in whole or in part as provided in the Loan Agreement.
Unless otherwise defined herein, capitalized terms used herein
shall have the meanings given to such terms in the Loan
Agreement.
This Note is secured by liens on and security interests
in certain real and personal property of the Borrower, the
General Partner, the Limited Partner, Brandywine Water Company
and Holdings which have been granted by such parties to Shawmut
Bank Connecticut, National Association, as security agent of the
benefit of GE Capital, pursuant to the Collateral Security
Documents. Reference is hereby made to the Collateral Security
Documents for a description of the collateral securing this Note,
the terms and conditions upon which such liens and security
interests were granted and the rights of the holder of this Note
in respect thereof.
Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall
become, or may be declared to be immediately due and payable, all
as provided in the Loan Agreement.
All parties now and thereafter liable with respect to
this Note, whether make, principal, surety, guarantor, endorser
or otherwise, hereby waive, presentment, demand, protest and all
other notices of any kind.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
PANDA-BRANDYWINE, L.P.
By: PANDA BRANDYWINE CORPORATION
its sole general partner
By:
Name: Xxxxxx X. Xxxxxx
Title:
