Panda Ethanol, Inc. Sample Contracts

Panda Ethanol, Inc. – AMENDMENT TO WAIVER TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (December 29th, 2008)

This AMENDMENT TO WAIVER TO DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Amendment”), dated as of December 19, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”), Disbursement Agent and a Lender, and the LENDERS party hereto (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.

Panda Ethanol, Inc. – AMENDMENT TO SERVICES AGREEMENT (November 25th, 2008)

THIS AMENDMENT TO SERVICES AGREEMENT (the “Amendment”) is made and entered into as of November 24, 2008, by and between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol, Inc. (“PEI” or the “Company”), a Nevada corporation. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”

Panda Ethanol, Inc. – SECURITIES PURCHASE AGREEMENT (October 10th, 2008)

This Securities Purchase Agreement (this “Agreement”) is made as of October 6, 2008, by and among Panda Ethanol, Inc., Nevada corporation (the “Company”), and PLC II, LLC, a Delaware limited liability company (the “Investor”).

Panda Ethanol, Inc. – Contract (October 10th, 2008)

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).

Panda Ethanol, Inc. – PANDA ETHANOL, INC. (October 10th, 2008)

PANDA ETHANOL, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Nevada, hereby certifies that, pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation (the “Board of Directors”) by the Amended and Restated Articles of Incorporation of the Corporation (the “Articles of Incorporation”) which authorizes the issuance, by the Corporation, in one or more series of up to 100,000,000 shares of preferred stock, par value $.001 per share (the “Preferred Stock”), and in accordance with the provisions of Section 78.1955 of the Nevada Revised Statutes, the Board of Directors duly adopted the following resolution providing for the designations, preferences and other rights, and the qualifications, limitations and restrictions of the Series A Convertible Preferred Stock.

Panda Ethanol, Inc. – WAIVER TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (October 10th, 2008)

This WAIVER TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Waiver”), dated as of October 6, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”), Disbursement Agent and a Lender, and the party hereto (collectively, the “Parties”). Capitalized terms not defined in this Waiver shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.

Panda Ethanol, Inc. – AMENDMENT AND ADDITIONAL FUNDING AGREEMENT TO SUBORDINATED DEBT FINANCING AGREEMENT (October 10th, 2008)

This AMENDMENT AND ADDITIONAL FUNDING AGREEMENT TO SUBORDINATED DEBT FINANCING AGREEMENT (this “Amendment”), dated as of October 6, 2008, is made by and between PANDA HEREFORD ETHANOL, L.P., as the Borrower, and BALKAN VENTURES LLC, as the Subordinated Lender (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in that certain Subordinated Debt Financing Agreement, dated as of July 28, 2006 (as amended, modified or supplemented, the “SDFA”), by and between Borrower and the Subordinated Lender.

Panda Ethanol, Inc. – FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (October 10th, 2008)

This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into as of October 7, 2008, by and among Panda Ethanol, Inc., a Nevada corporation (the “Company”), Panda Energy International, Inc., a Texas corporation (“Panda Energy”), and the several Holders signatory hereto.

Panda Ethanol, Inc. – Contract (October 10th, 2008)

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION THEREFROM AND ACCOMPANIED, IF REQUESTED BY THE COMPANY, WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM (UNLESS SUCH TRANSFER IS TO AN AFFILIATE OF THE REGISTERED HOLDER).

Panda Ethanol, Inc. – WAIVER TO DEPOSITARY AND DISBURSEMENT AGREEMENT (September 11th, 2008)

This WAIVER TO DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Waiver”), dated as of September 5, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent (in such capacity, the “Administrative Agent”), Disbursement Agent and a Lender, and the LENDERS (collectively, the “Parties”). Capitalized terms not defined in this Waiver shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.

Panda Ethanol, Inc. – Panda Ethanol, Inc. Nonqualified Stock Option Agreement (August 19th, 2008)

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of __________________(the “Date of Grant”) by and between Panda Ethanol, Inc., a Nevada corporation (the “Company”), and __________________(the “Participant”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given in the Company’s 2006 Amended and Restated Long-Term Incentive Plan, as amended from time to time.

Panda Ethanol, Inc. – AMENDED AND RESTATED LOAN AGREEMENT (August 19th, 2008)

This Amended and Restated Loan Agreement (this “Agreement”), dated July 29, 2008, is entered into by and between Panda Ethanol, Inc. (“Borrower”), a corporation duly organized, existing and in good standing under the laws of the State of Nevada, and Panda Energy International, Inc. (“Lender”).

Panda Ethanol, Inc. – SPONSOR SUPPORT AGREEMENT dated as of April 2, 2008 by and among PANDA ETHANOL, INC., as Sponsor, PANDA HEREFORD ETHANOL, L.P., as Borrower, and SOCIÉTÉ GÉNÉRALE, as the Administrative Agent (April 8th, 2008)

This SPONSOR SUPPORT AGREEMENT, dated as of April 2, 2008 (as may be amended, modified or supplemented, from time to time, this “Sponsor Support Agreement”), is by and among PANDA ETHANOL, INC., a Nevada corporation (the “Sponsor”), PANDA HEREFORD ETHANOL, L.P., a Delaware limited partnership (“Borrower”), and SOCIÉTÉ GÉNÉRALE, a bank organized and existing under the laws of France and acting through its New York Branch, in its capacity as administrative agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) for the Lenders under the Financing Agreement, dated as of July 28, 2006 (as amended, modified or supplemented from time to time, the “Financing Agreement”), by and among Borrower, the Agents thereunder, the Lenders from time to time party thereto, the LC Fronting Bank thereunder and the Lead Arranger thereunder.

Panda Ethanol, Inc. – SECOND AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (April 8th, 2008)

This SECOND AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Amendment”), dated as of April 2, 2008, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Disbursement Agent and a Lender, and the LENDERS (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in the Financing Agreement, dated as of July 28, 2006 (as amended, the “Financing Agreement”), by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.

Panda Ethanol, Inc. – PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (November 15th, 2007)

THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (this “Security Agreement”) is executed as of November 9, 2007, by Panda Ethanol, Inc., a Nevada corporation (“Debtor”), whose address is 4100 Spring Valley, Ste. 1002, Dallas, Texas 75244, and Panda Energy International, Inc., a Texas corporation (hereafter referred to as “Secured Party,”) whose address is 4100 Spring Valley , Ste. 1001, Dallas, Texas 75244.

Panda Ethanol, Inc. – PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (November 15th, 2007)

THIS PLEDGE, ASSIGNMENT, AND SECURITY AGREEMENT (this “Security Agreement”) is executed as of November 9, 2007, by Panda Ethanol Holdings, LLC, a Delaware limited liability company (“Debtor”), whose address is 4100 Spring Valley, Suite 1002, Dallas, Texas 75244, and Panda Energy International, Inc., a Texas corporation (hereafter referred to as “Secured Party,”) whose address is 4100 Spring Valley, Suite 1001, Dallas, Texas 75244.

Panda Ethanol, Inc. – LOAN AGREEMENT Date: November 9, 2007 (November 15th, 2007)

The undersigned, Panda Ethanol, Inc. (“Borrower”), a corporation duly organized, existing and in good standing under the laws of the State of Nevada, has requested that Panda Energy International, Inc. (“Lender”) lend to Borrower a term loan in the aggregate maximum amount not to exceed $1,000,000 (the “Loan”), for the purposes set forth in Section 5(m) below. Lender has advised Borrower that Lender is willing to lend such funds to Borrower upon the terms and subject to the conditions set forth in this Loan Agreement (the “Agreement”). In consideration for the above premises and the mutual promises and covenants herein contained, Borrower and Lender do hereby agree as follows:

Panda Ethanol, Inc. – REGISTRATION RIGHTS AGREEMENT (November 15th, 2007)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 9, 2007, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), and Panda Energy International, Inc. (“Panda Energy”).

Panda Ethanol, Inc. – SERVICES AGREEMENT (November 15th, 2007)

THIS AGREEMENT (the “Agreement”) for the performance of services is effective as of September 1, 2007, between Panda Energy Management, LP (“PEM”), a Delaware limited partnership, and Panda Ethanol, Inc. (“PEI” or the “Company”), a Nevada corporation. PEM and the Company are hereinafter sometimes referred to individually as a “Party” and jointly as the “Parties.”

Panda Ethanol, Inc. – Panda Ethanol Withdraws Private Offering of Convertible Redeemable Senior Notes (July 13th, 2007)

DALLAS – July 10, 2007 – Panda Ethanol Inc. today announced that it has withdrawn its offer to issue $140 million aggregate principal amount of 6 percent convertible, redeemable senior notes. Panda officials felt that current market conditions were not conducive to achieving a per-share valuation which reflects the long-term value of the common stock.

Panda Ethanol, Inc. – FIRST AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (June 19th, 2007)

This FIRST AMENDMENT TO FINANCING AGREEMENT AND DEPOSITARY AND DISBURSEMENT AGREEMENT (this “Amendment”), dated June 15, 2007, is made by and among PANDA HEREFORD ETHANOL, L.P., as Borrower, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Disbursement Agent and a Lender, and the LENDERS (collectively, the “Parties”). Capitalized terms not defined in this Amendment shall have the meanings given in the Financing Agreement (the “Financing Agreement”), dated as of July 28, 2006, by and among Borrower, the Agents, the Lenders from time to time party thereto, the LC Fronting Bank and the Lead Arranger.

Panda Ethanol, Inc. – CONTRACT CHANGE ORDER (CCO) (June 6th, 2007)

Increase Separated Contract Price to $172,069,691 USD to include an extension of project schedule, additional field overhead, and general escalation of labor, material, and equipment pricing for Financial Closing occurring between May 1, 2007 and July 2, 2007. Itemization for this increase is attached.

Panda Ethanol, Inc. – Panda Ethanol Announces Proposed $140 Million Private Offering of Convertible Redeemable Senior Notes (June 5th, 2007)

DALLAS — June 5, 2007 — Panda Ethanol Inc. (OTCBB: PDAE.OB) today announced that it intends to offer, subject to market and other conditions, $140 million aggregate principal amount of 6 percent Convertible Redeemable Senior Notes due 2014. The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

Panda Ethanol, Inc. – Summary Sheet of Director Compensation (April 2nd, 2007)
Panda Ethanol, Inc. – TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY BETWEEN PANDA YUMA ETHANOL, LP A Delaware Limited Partnership AND LURGI, INC. A Tennessee Corporation Dated as of March 1, 2007 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY PANDA ETHANOL, INC. FOR CERTAIN PORTIONS OF THIS DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS AGREEMENT WITH “*****”. (April 2nd, 2007)

THIS TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL PRODUCTION FACILITY (this “Agreement”), dated as of March 1, 2007, is by and between Panda Yuma Ethanol, LP, a Delaware limited partnership (hereinafter called “Owner”), and Lurgi, Inc., formerly known as Lurgi PSI, Inc., a Tennessee corporation (hereinafter called “Contractor”).

Panda Ethanol, Inc. – 2006 STOCK OPTION PLAN OF PANDA ENERGY INTERNATIONAL, INC. (COVER SHEET) (April 2nd, 2007)

Panda Energy International, Inc., a Texas corporation (“Company”), hereby grants an option to purchase shares of its common stock $.01 par value to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the 2000 Stock Option Plan of Panda Energy International, Inc. dated August 23, 2000 (the “Plan”)

Panda Ethanol, Inc. – SECOND AMENDMENT TO TRANSITION SERVICES AGREEMENT (March 30th, 2007)

This Second Amendment to Transition Services Agreement (this “Amendment”) is made effective as of March 30, 2007, 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.”

Panda Ethanol, Inc. – Panda Ethanol Awards Construction Contract for 105 MMGPY Ethanol Plant in Yuma, Colo. (March 14th, 2007)

DALLAS — March 8, 2007 — Panda Ethanol Inc. today announced that its Yuma subsidiary has signed a construction agreement with Lurgi Inc. to build Panda’s 105 million gallon-per-year denatured ethanol facility in Yuma, Colo. The signing of the contract is an important next step in the project development process and in arranging financing for the refinery. Upon financial close, Lurgi will be given a Notice to Proceed to build the plant which will take approximately 18 months.

Panda Ethanol, Inc. – INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (January 10th, 2007)
Panda Ethanol, Inc. – REGISTRATION RIGHTS AGREEMENT (December 4th, 2006)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 1, 2006, among Panda Ethanol, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

Panda Ethanol, Inc. – FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (November 17th, 2006)

This First Amendment to Registration Rights Agreement (this “Amendment”) is entered into as of November 13, 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”).

Panda Ethanol, Inc. – CODE OF BUSINESS CONDUCT AND ETHICS (November 15th, 2006)

THIS CODE APPLIES TO EVERY DIRECTOR, OFFICER (INCLUDING OUR CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER), AND EMPLOYEE OF PANDA ETHANOL, INC. AND ITS DIRECT OR INDIRECT SUBSIDIARIES (THE “COMPANY”). THE TERM “EMPLOYEE” INCLUDES ANY INDIVIDUAL THAT IS PAID ON THE COMPANY PAYROLL.

Panda Ethanol, Inc. – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (November 13th, 2006)

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”)

Panda Ethanol, Inc. – BNSF RAILWAY COMPANY INDUSTRY TRACK AGREEMENT (November 13th, 2006)

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”).

Panda Ethanol, Inc. – 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 (November 13th, 2006)

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”.