0001193125-06-232997 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas

REGISTRATION RIGHTS AGREEMENT (this “Agreement”) by and among Panda Ethanol, Inc., a Nevada corporation (the “Company”), and Grove Panda Investments, LLC (the “Purchaser”).

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TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY BETWEEN PANDA HEREFORD ETHANOL, LP A Delaware Limited Partnership AND LURGI PSI, INC. A Tennessee Corporation Dated as of October 15, 2005
Turnkey Engineering, Procurement and Construction Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas

THIS TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY (this “Agreement”), dated as of October 15, 2005 is by and between Panda Hereford Ethanol, LP, a Delaware Limited Partnership (hereinafter called “Owner”), and Lurgi PSI, Inc., a Tennessee Corporation (hereinafter called “Contractor”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas

AGREEMENT AND PLAN OF MERGER (“Merger Agreement”) made this 18th day of May, 2006 by and among Cirracor, Inc., a Nevada corporation (“Cirracor”), and Panda Ethanol, Inc., a Delaware corporation (the “Company”), and Grove Panda Investments, LLC (“Cirracor Stockholder”)

BNSF RAILWAY COMPANY INDUSTRY TRACK AGREEMENT
Industry Track Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services

THIS AGREEMENT (“Agreement”) made as of this 6th day of June, 2006, (“Effective Date”) by and between BNSF RAILWAY COMPANY, a Delaware corporation (“Railroad”), and PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (“Industry”).

FINANCING AGREEMENT dated as of July 28, 2006 by and among PANDA HEREFORD ETHANOL, L.P. as Borrower, THE LENDERS NAMED ON THE SIGNATURE PAGES TO THIS AGREEMENT, as Lenders, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Disbursement Agent, Collateral...
Financing Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • New York

This FINANCING AGREEMENT, dated as of July 28, 2006 (as amended, modified or supplemented, this “Agreement”), is by and among PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (“Borrower”), the lenders named from time to time on the signature pages to this Agreement, SOCIÉTÉ GÉNÉRALE, a bank organized and existing under the laws of France and acting through its New York Branch, as administrative agent for the Lenders (as defined below) (together with its successors and assigns in such capacity, the “Administrative Agent”), Disbursement Agent and LC Fronting Bank, SOCIÉTÉ GÉNÉRALE, a bank organized and existing under the laws of France and acting through its New York Branch, as Collateral Agent, and SG AMERICAS SECURITIES, LLC, a Delaware limited liability company, as Lead Arranger.

ETHANOL MARKETING AGREEMENT BETWEEN AVENTINE RENEWABLE ENERGY, INC. A Delaware corporation AND PANDA HEREFORD ETHANOL, L.P. A Delaware limited partnership Dated as of October 13, 2005
Ethanol Marketing Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • New York

THIS AGREEMENT (the “Agreement”) is entered into as of this 13th day of October, 2005 (the “Effective Date”) by and between Panda Hereford Ethanol, LP, a Delaware limited partnership (“Panda”) and Aventine Renewable Energy, Inc., a Delaware corporation (“ARE”). Both Panda and ARE are herein individually referred to as “Party” and collectively as “Parties”.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • Texas

THIS AGREEMENT (the “Agreement”) for the performance of transition services is effective as of June 7, 2006, between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol, Inc. (the “Company”), a Delaware corporation. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”

FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services

This First Amendment to Transition Services Agreement (this “Amendment”) is made effective as of October 7, 2006, between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol Management, LLC (the “Company”), a Delaware limited liability company. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2006, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), Panda Energy International, Inc., a Texas corporation (“PEII”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

SUBORDINATED DEBT FINANCING AGREEMENT dated as of July 28, 2006 by and between PANDA HEREFORD ETHANOL, L.P. as the Borrower, and *****, as the Subordinated Lender
Subordinated Debt Financing Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services • New York

This SUBORDINATED DEBT FINANCING AGREEMENT, dated as of July 28, 2006 (as amended, modified or supplemented, this “Agreement”), is by and between PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (the “Borrower”), and *****, a limited liability company organized and existing under the laws of the State of Delaware (the “Subordinated Lender”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) made this 7th day of June, 2006 by and among Cirracor, Inc., a Nevada corporation (“Cirracor”), Panda Ethanol, Inc., a Delaware corporation (the “Company”), and Grove Panda Investments, LLC, a Delaware limited liability company (“Cirracor Stockholder”)

June 7, 2006 Panda Energy International, Inc.
Reimbursement Agreement • November 13th, 2006 • Panda Ethanol, Inc. • Services-computer programming services
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