EXHIBIT 10.59
XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION
AGREEMENT is entered into this 6th day of January, 1992, by and
between Panda-Xxxxxxxx Corporation, a Delaware corporation (the
"Corporation") and Panda-Rosemary, L.P., a Delaware limited
partnership doing business in North Carolina as Panda-Xxxxxxxx,
Limited Partnership (the "Partnerships"). Capitalized terms not
defined herein shall have the meanings ascribed to them in the
Restated Letter of Credit and Reimbursement Agreement, dated as
of March 2l, 1990, as amended on June 1, 1990, by and among the
Corporation, The Fuji Bank Limited, acting through its Houston
Agency, as agent and as issuing bank, and the banks party thereto
(the "Reimbursement Agreement"). Commercial terms used herein
and not otherwise defined herein (whether expressly or by
reference to another document) shall have the meaning specified
for such terms in the Uniform Commercial Code in effect in the
State of North Carolina.
W I T N E S S E T H:
WHEREAS, the Corporation has agreed to sell, bargain,
transfer, convey, assign and deliver to the Partnership, and the
Partnership has agreed to accept and assume from the Corporation,
substantially all of the Corporation's right, title and interest
in and to all tangible and intangible assets used or useful by
the Corporation in connection with that certain cogeneration
facility located in Roanoke Rapids, North Carolina, together with
all of the Corporation's liabilities and obligations in
connection therewith; and
WHEREAS, contemporaneously herewith, the Corporation
and the Partnership have entered into (i) the Leasehold and Real
Property Assignment and Assumption Agreement of even date
herewith and (ii) the Loan Agreement Assignment and Assumption
Agreement of even date herewith (all right, title and interest
transferred pursuant to the Agreements identified in (i) and (ii)
hereinafter the "Excluded Property"); and
WHEREAS, the Corporation desires to sell, bargain,
transfer, convey, assign, deliver and delegate to the
Partnership, and the Partnership desires to accept and assume
from the Corporation, the assets described below, together with
all of the Corporation's liabilities and obligations with respect
thereto;
NOW, THEREFORE, for and in consideration of the
foregoing premises, the mutual covenants contained herein, $10
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Corporation
hereby irrevocably grants, bargains, sells, transfers, conveys,
assigns and delivers to the Partnership its successors and
assigns, forever, all of the Corporation's right, title and
interest (after giving effect to the transactions contemplated by
that certain Assignment, Delegation and Assumption Agreement of
even date herewith from the Parent to the Corporation) in and to
all assets and properties of the Corporation of every kind,
nature, character and description (whether real, personal or
mixed, whether tangible or intangible, whether absolute, accrued,
contingent, fixed or otherwise and wherever situated), including
the goodwill related thereto, including, without limitation, cash
and cash equivalents, investment assets, accounts and notes
receivable, chattel paper, documents, instruments, general
intangibles, equipment, inventory, goods and intellectual
property, owned by the Corporation and used or useful in the
ownership, design, construction, operation, management,
maintenance, engineering or equipping of the Project, as the same
shall exist on the date hereof, including, without limitation,
all of the following:
(i) All of the Corporation's right, title and interest in
and to each contract, lease, agreement, evidence of debt,
mortgage, indenture, security agreement, option and any other
contract or right (whether written or oral) relating to the
Project or any aspect thereof, including, without limitation, all
of the Corporation's rights with respect to the agreements and
instruments identified on Schedule A attached hereto, and
including the Subordinated Loan Documents (collectively, the
"Contracts", and, individually, as a "Contract").
(ii) (A) The leases and subleases of real property as to
which the Corporation is the lessor or sublessor and (B) the
leases and subleases of real property as to which the Corporation
is the lessee or sublessee, together with any options to purchase
the underlying property and all buildings, structures,
facilities, fixtures and other improvements thereon (the
"Leasehold Improvements") and in each case all other rights ,
subleases, licenses, permits, deposits and profits appurtenant to
or related to such leases and subleases (the leases and subleases
described in subclauses (A) and (B), the "Real Property Leases");
(iii) All rights to receive payments and all accounts
receivable and all notes, bonds and other evidences of debt
arising in connection with the Project, and the security
agreements related thereto, including, but not limited to, the
rights to receive payments arising out of the sale of electricity
and capacity and steam, including any rights of the Corporation
with respect to any third party collection procedures or any
other actions or proceedings which have been commenced in
connection therewith (the "Accounts Receivable");
(iv) All furniture, fixtures, equipment, machinery,
inventory and other tangible personal property (other than
vehicles), including, but not limited to, all natural gas, all
fuel oil, all turbines, and generators, used or held for use in
connection with the Project located at the Facility Site or at
any other location or otherwise used or held for use by the
Corporation in connection with the Project, including any of the
foregoing purchased under and subject to any conditional sales or
title retention agreement in favor of any other person (the
"Tangible Personal Property");
(v) (A) The leases or subleases of tangible personal
property as to which the Corporation is the lessor or sublessor
and (B) the leases of tangible personal property as to which the
Corporation is the lessee or sublessee, together with any options
to purchase the underlying property (the leases and subleases
described in subclauses (A) and (B), the "Personal Property
Leases"), and each such Personal Property Lease with annual rent
in excess of $200,000 is identified on Schedule B attached
hereto;
(vi) All prepaid expenses arising in connection with the
Project (the "Prepaid Expenses");
(vii) All patents, trademarks, copyrights, service
marks, trade secrets, logos and designs and other Intellectual
Property used or held for use in connection with the Project
(including the Corporation's goodwill therein) and all rights,
privileges, claims, causes of action and options relating or
pertaining to the Project (the "Intangible Personal Property";
(viii) To the extent transfer is not covered exclusively
pursuant to a certificate of title, all motor vehicles owned or
leased by the Corporation and used or held for use in connection
with the Project (the "Vehicles");
(ix) All books and records used or held for use in the
conduct of the business or otherwise relating to the Project,
other than the minute books, stock transfer books and corporate
seal of Corporation (the "Business Books and Records");
(x) All insurance policies, all title insurance policies,
all claims under insurance policies, all rights to
indemnification, all warranties (whether express or implied)
arising under any Contract and all other claims and causes of
action relating to the Project, but excluding, in all such cases,
any such policies, claims thereunder, rights to indemnification,
warranties and other claims and causes of action relating to, or
in respect of, the Retained Property (as defined below); and
(xi) All of the Corporation's right, title and interest to
any checking, saving, deposit or other account, to any investment
of any kind, and to any monies held in any such account or
otherwise to the extent, in each case, not constituting Retained
Property;
All such assets, properties and rights being
hereinafter collectively referred to as the "Assigned Assets".
Notwithstanding the foregoing, the Corporation shall
not be deemed to have granted to the Partnership its right, title
and interest in any of the following:
(i) the Excluded Property; and
(ii) the Corporation's right, title and interest in and to
(a) the Construction Contract, (b) the Construction Guarantee,
(c) the Gas Sales Agreement, dated July 24, 1989, between the
Corporation and Sunrise Energy Company, (d) the Government
Approvals, to the extent that both the Corporation and the
Partnership are designated permitees thereunder, prior to giving
effect to this Agreement (but only to the extent of the
Corporation's interest therein) or, in the case of the Government
Approvals set forth on Schedule C hereto, the Corporation is the
sole permittee thereunder, and any other Government Approvals to
the extent that transfer hereunder is contrary to the terms and
conditions thereof or could void or otherwise adversely affect
such Government Approval, (e) $3,416,033.61 deposit on the date
hereof in the Reimbursement Obligations Account, (f) all amounts
on deposit on the date hereof in each of the Revenues Account and
the Debt Service Reserve Account (such right, title and interest
in subclauses (a), (b), (c), (d), (e) and (f) above, hereinafter
collectively, the "Retained Property") :
TO HAVE AND TO HOLD the same unto the Partnership, its
successors and assigns, forever.
The Partnership hereby accepts, subject to the Liens of
the Collateral Agent for the benefit of the Secured Parties
arising in connection with the Security Documents, the sale,
transfer conveyance, assignment and delivery of the Assigned
Assets and the delegation of the obligations in connection
therewith and hereby assumes and agrees to perform, pay and
discharge when due all liabilities and obligations of whatsoever
kind, character or description (whether known or unknown, whether
contingent or otherwise) of the Corporation in connection with
the Assigned Assets. In addition, the Partnership agrees to pay
to the Contractor, on behalf of the Corporation, all amounts, if
any, up to $5.6 million, payable by the Corporation in respect of
any settlement or adjudication of that certain litigation styled
Hawker Siddeley Power Engineering Inc. v. Panda-Xxxxxxxx
Corporation, #91-CVS-1168, currently pending in the Superior
Court of Halifax County, North Carolina, it being understood and
agreed that such amount shall represent the Partnership's sole
liability and obligation in respect of such matter.
The Corporation (i) represents, warrants, covenants and
agrees that (x) it has good and marketable title to the Assigned
Assets, free and clear of all liens and encumbrances other than
Permitted Encumbrances and (y) it has all power and authority
(corporate and otherwise) to sell, assign and transfer the
Assigned Assets to the Partnership and (ii) will warrant and
defend the sale of the Assigned Assets against all and every
person or persons whomsoever claiming against any or all of the
same.
At any time or from time to time after the date hereof,
at the Partnership's request and without further consideration,
the Corporation shall execute and deliver to the Partnership such
other instruments of sale, transfer, conveyance, assignment and
confirmation, provide such materials and information and take
such other actions as the Partnership may reasonably deem
necessary or desirable in order more effectively to transfer,
convey and assign to the Partnership, and to confirm the
Partnership's title to, all of the Assigned Assets, and, to the
full extent permitted by law, to put the Partnership in actual
possession and operating control of the Assigned Assets and to
assist the Partnership in exercising all rights with respect
thereto.
The Corporation agrees that in the event that it shall
receive any payment that becomes due under any Contract
constituting an Assigned Asset or with respect to any Accounts
Receivable constituting an Assigned Asset or any other Assigned
Asset on or after the date hereof, it will promptly pay over the
same to the Partnership or as directed by the Partnership.
This Assignment and Assumption and Xxxx of Sale
Agreement, shall inure to the benefit of and be binding upon the
Corporation and the Partnership and their respective successors
and assigns.
Notwithstanding anything to the contrary contained
herein, no partner in the Partnership (other than the
Corporation) nor any of its or the Corporation's stockholders or
affiliates or any officer or director of any thereof (a "Non-
Recourse Person") shall have any liability to any party hereto
for the payment of any sums now or hereafter owing hereunder,
directly, indirectly or contingently, by either party hereto, or
for the performance of any of the obligations of either party
hereto contained herein, or shall otherwise be liable or
responsible with respect thereto.
This Xxxx of Sale and Assignment and Assumption
Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will
constitute one and the same instrument.
THIS XXXX OF SALE AND ASSIGNMENT AND ASSUMPTION
AGREEMENT SHALL BE GOVERNED BY, AND ENFORCED AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA.
IN WITNESS WHEREOF, the undersigned have caused their
duly authorized officers to execute this Xxxx of Sale and
Assignment and Assumption Agreement under seal on the day and
year first above written.
PANDA-XXXXXXXX CORPORATION
By:
Name: Xxxxxx X. Xxxx
Title: Vice President
ATTEST:
By:
Its:
[AFFIX CORPORATE SEAL]
PANDA-ROSEMARY, L.P., (doing
business in North Carolina as
PANDA-XXXXXXXX, LIMITED
PARTNERSHIP) [SEAL]
By Panda-Xxxxxxxx Corporation,
its sole general partner
[SEAL]
By:
Name: Xxxxxx X. Xxxx
Title: Vice President
ATTEST:
By:
Its:
[AFFIX CORPORATE SEAL]
Schedule A to
Xxxx of Sale and Assignment
and Assumption Agreement
1. Power Purchase and Operating Agreement, dated as of January
24, 1989, between Panda Energy Corporation and Virginia
Electric and Power Company, as assigned by Panda Energy
Corporation to Panda-Xxxxxxxx Corporation pursuant to an
Assignment and Assumption Agreement, dated May 15, 1989,
between Panda Energy Corporation and Panda-Xxxxxxxx
Corporation, and as amended by Amendment No. 1, dated
October 24, 1989.
2. Letter dated October 26, 1989, from Virginia Electric and
Power Company authorizing change of party from Panda Energy
Corporation to Panda-Xxxxxxxx Corporation.
3. Letter dated October 20, 1989, from Virginia Electric and
Power Company concerning notice to Panda-Xxxxxxxx
Corporation when dispatch in excess of 2000 hours is
expected.
4. Fuel Supply Management Agreement, dated October 10, 1990,
between Panda-Xxxxxxxx Corporation and Natural Gas
Clearinghouse, as amended by Amendment Number 1, dated March
5, 1991.
5. Supplements to, and supplemental agreements relating to, the
Fuel Supply Management Agreement:
a. Fuel Oil Hedging Agreements under the Fuel Supply
Management Agreement:
(i) August 22, 1991 for 4,000 bbls.
(ii) September 9, 1991 for 2,000 bbls.
(iii) September 9, 1991 for 2,000 bbls.
b. Fuel Oil Purchase Agreement, between Panda-Xxxxxxxx
Corporation and Natural Gas Clearinghouse effective
October 15, 1990.
c. Fuel Oil Purchase Agreement, between Panda Energy
Corporation and Natural Gas Clearinghouse effective
November 18, 1991.
d. Fuel Oil Purchase Agreement, between Panda-Xxxxxxxx
Corporation and Natural Gas Clearinghouse effective
November 18, 1991.
e. Confidentiality Agreement, dated June 5, 1991, between
Panda Energy Corporation and Natural Gas Clearinghouse.
f. General Agent Confirmation Letter, dated August 2, 1990
between Panda-Xxxxxxxx Corporation and Natural Gas
Clearinghouse.
6. Real Property Lease and Easement Agreement, dated as of June
9, 1989, between Panda-Xxxxxxxx Corporation and The Xxxx
Company, as amended by the First Amendment, dated October 1,
1989, and by the Second Amendment dated as of January 31,
1990.
7. Turnkey Construction Agreement, dated as of May 16, 1989,
between Panda-Xxxxxxxx Corporation and Hawker Siddely Power
Engineering, Inc., as amended by the First Amendment to
Turnkey Construction Agreement, dated as of October 1, 1989.
8. Notice to Proceed under the Turnkey Construction Contract,
dated May 24, 1989.
9. Construction Contract Payment and Performance Guarantee,
dated as of October 1, 1989 between Panda-Xxxxxxxx
Corporation and Hawker Siddeley, PLC.
10. Operations and Maintenance Agreement, dated October 1, 1989,
between University Technical Services, Inc. and Panda-
Xxxxxxxx Corporation.
11. Performance Bond and Labor Material Payment Bond, dated
November 13, 1990.
12. Cogeneration Energy Supply Agreement January 12, 1989,
between Panda Energy Corporation and The Xxxx Corporation,
dated as of January 12, 1989, as assigned by Panda Energy
Corporation to Panda-Xxxxxxxx Corporation pursuant to an
Assignment and Assumption Agreement, dated May 15, 1989,
between Panda Energy Corporation and Panda-Xxxxxxxx
Corporation, and as amended by the First Amendment to
Cogeneration Energy Supply Agreement, dated October 1, 1989.
13. Guaranty, dated January 6, 1992 by and between Panda Energy
Corporation, Panda-Xxxxxxxx Corporation and Xxxx.
14. Gas Purchase Contract, dated April 12 , 1990 , between Panda-
Xxxxxxxx Corporation and Natural Gas Clearinghouse.
15. Pipeline Operating Agreement, dated February 14, 1990, among
Panda Energy Corporation, Panda-Xxxxxxxx Corporation and
North Carolina Natural Gas, as amended by Amendment Number 1
dated May 9, 1990 and Amendment Number 2, dated December 13,
1991.
16 Assignment Agreement, dated June 15, 1990 by and between
Panda Energy Corporation and Panda-Xxxxxxxx Corporation.
17. Supplements to, and supplemental agreements relating to, the
Pipeline Operating Agreement:
a. NCNG Pipeline Construction Approval, dated November 2,
1990.
b. Construction Contract effective September 4, 1990,
between Distribution Construction Co. and Panda-
Xxxxxxxx Corporation relating to the NCNG Interconnect
.
c. NCNG Encroachment Agreement, granted June 19, 1990 by
North Carolina Natural Gas Corporation and Panda-
Xxxxxxxx Corporation.
18. Precedent Agreement, dated December 28, 1990, between Panda
Energy Corporation and Transcontinental Pipeline
Corporation.
l9. Supplements to, and supplemental agreements relating to,
Precedent Agreement:
a. Lateral Line Interconnect and Reimbursement Agreement,
dated August 1, 1990, between Transcontinental Gas
Pipeline Corporation and Panda Energy Corporation.
b. Service Agreement, dated October 22, 1991 between
Transcontinental Gas Pipeline Corporation and Panda
Energy Corporation.
c. Depository Escrow Agreement, dated November 1, 1991
between Panda-Xxxxxxxx Corporation and NCNB Texas
National Bank.
20. ITS-l Transportation Service Agreement, dated April 4, 1991,
between Columbia Gulf Transmission Company and Panda Energy
Corporation (acting on behalf of Columbia Gas Transmission
Corporation) (Contract No. 900614-003 Agreement No. 35931).
21. Service Agreement for Service under ITS Rate Schedule, dated
April 4, 1991, by and between Columbia Gas Transmission
Corporation and Panda-Xxxxxxxx Corporation (Control No.
900614002 Agreement No. 35930).
22. Letter Agreement between Columbia Gas Transmission
Corporation and Panda-Xxxxxxxx Corporation, dated March 7,
1991.
23. Turnkey Pipeline Construction Agreement, dated April
27,1990, between Panda-Xxxxxxxx Corporation and Universal
Ensco, Inc.
24. Consent to Assignment, Delegation and Assumption Agreement
between Transcontinental Gas Pipeline Corporation , Panda
Energy Corporation and Panda-Xxxxxxxx Corporation, dated
August 23, 1991.
25. Assignment and Assumption Agreement between Panda Energy
Corporation and Panda-Xxxxxxxx Corporation dated May
15,1989.
26. Assignment and Assumption Agreement, dated January 9, 1990,
between Panda Energy Corporation and Panda-Xxxxxxxx
Corporation.
27. Assignment of Agreements, effective July 1, 1991, from Panda-
Xxxxxxxx Corporation to and accepted by Panda-Xxxxxxxx
Corporation and the Panda-Rosemary, L.P., and consented to
by CSX Transportation, Inc. on July 16, 1991.
28. Irrevocable Letter of Credit No. LG9009/950029, dated
October 26, 1989 in an aggregate amount not exceeding
$121,961,200 for the account of Panda-Xxxxxxxx Corporation
in favor of the NCNB National Bank of North Carolina issued
by The Fuji Bank Limited, Acting Through Its Houston Agency.
29. Irrevocable Standby Letter of Credit No. CLC909/050086,
dated January 11, 1991 in an aggregate amount not exceeding
$4,950,000 for the account of Panda-Xxxxxxxx Corporation in
favor of Virginia Electric and Power Company issued by The
Fuji Bank Limited, Acting Houston Agency.
30. Leasehold Deed of Trust and Security Agreement, dated as of
October 1, 1989, among Panda-Xxxxxxxx Corporation, The Fuji
Bank & Trust Company and Xxxxxxxx X. Xxxxxx as Trustee.
31. First Modification to the Leasehold Deed of Trust and
Security Agreement, dated as of December 29, 1989, among the
Panda-Xxxxxxxx Corporation, The Fuji Bank & Trust Company
and Xxxxxxxx X. Xxxxxx as Trustee.
32. Second Modification to the Leasehold Deed of Trust and
Security Agreement, dated as of April 3, 1990, among the
Panda-Xxxxxxxx Corporation, The Fuji Bank & Trust Company,
and Xxxxxxxx X. Xxxxxx as Trustee.
33. Third Modification to the Leasehold Deed of Trust and
Security Agreement, dated as of July 12, 1990, among the
Panda-Xxxxxxxx Corporation, The Fuji Bank & Trust Company,
and Xxxxxxxx X. Xxxxxx as Trustee.
34. Loan Agreement, dated as of October 1, 1989, between Panda-
Xxxxxxxx Corporation and Halifax Regional Economic
Development Corporation.
35. Letter of Representation and Indemnification, dated October
18, 1989, from the Panda-Xxxxxxxx Corporation to the Halifax
Regional Economic Development Corporation and Xxxxxx Xxxxxxx
& Co. Incorporated and Xxxxxx Xxxxxx & Xxxxxx.
36. Subordinated Loan Agreement, dated as of October 1, 1989,
between Panda-Xxxxxxxx Corporation and Xxxxxx Financial,
Inc.
37. Subordinated Note, dated October 27, 1989, by Panda-Xxxxxxxx
Corporation to Xxxxxx Financial, Inc.
38. Amended and Restated Net Profits Share Agreement, dated as
of October 1, 1989, by and between Panda-Xxxxxxxx
Corporation and Xxxxxx Financial, Inc.
39. Subordinated Loan Agency Agreement, dated October 20, 1989,
between Panda-Xxxxxxxx Corporation and NCNB Bank of North
Carolina.
40. Memorandum of Agreement and Option to Purchase, dated May 8,
1990, by and among Panda Energy Corporation, Panda-Xxxxxxxx
Corporation and North Carolina Natural Gas Clearinghouse,
filed at Book 1477, Page 484, Halifax County Registry and at
Book 669, Page 000, Xxxxxxxxxxx Xxxxxx Xxxxxxxx, Xxxxx
Xxxxxxxx.
41. Right of way Encroachment Agreement dated March 8, 1990, by
and between the North Carolina Department of Transportation
and Panda-Xxxxxxxx Corporation, permitting the pipeline to
cross under NC 48 and NC 125 in Halifax County.
42. Right of Way Encroachment Agreement dated February 2, 1990,
by and between the North Carolina Department of
Transportation and Panda-Xxxxxxxx Corporation, permitting
the pipeline to cross Highway 9 and State Roads 1201, 1202
and 1203.
43. Right of Way Encroachment Agreement dated March 27, 1990, by
and between the North Carolina Department of Transportation
and Panda-Xxxxxxxx Corporation, permitting the pipeline to
cross under I-95 South at NC 46.
44. Right of Way Encroachment Agreement dated April 18, 1990,
from the City of Roanoke Rapids to Panda-Xxxxxxxx
Corporation along city-owned streets and crossing city-owned
streets for the 9.6 mile natural gas pipeline.
45. Easement, dated April 26, 1990, from the State of North
Carolina to Panda-Xxxxxxxx Corporation for under water
natural gas pipeline.
46. Virginia Electric and Power Company Right-of-Way
Encroachment and Easement Agreement dated as of May 11,
1990, between the Virginia Electric and Power Company and
Panda-Xxxxxxxx Corporation.
47. Release Deeds dated October 24 , 1989, by and between Xxxxxx
X. Xxxxxxxx, Xx., Trustee, Xxxxxx Financial, Inc. and Panda-
Xxxxxxxx Corporation.
48. X.X. Crew Estate Fee Simple Conveyance to Panda-Xxxxxxxx
Corporation for the Pleasant Hill Metering Station, dated
April 16, 1990, and recorded in Book 669, page 358,
Northampton Public Registry .
49. Waiver, Release, Attornment and Nondisturbance Agreement
from Citicorp North America, Inc. re: facility site as
amended by Amendment Number One dated February 2l, 1990 and
Amendment Number Two, dated , 1990.
50. Easement from The Xxxx Company dated April 30, 1990, re: the
Xxxxxxxxx Plant site.
51. Easement from Xxxxx X. Xxxxxx dated April 25, 1990, re: the
closed portion of 0xx Xxxxxx.
52. Pipeline Crossing Agreement dated as of May 9, 1990, by and
between CSX and Panda-Xxxxxxxx Corporation, re: eight
pipelines or duct work.
53. Wireline Crossing Agreement dated as of May 10, 1990, by and
between CSX and Panda-Xxxxxxxx Corporation, re: two wires or
cable.
54. Pipeline Crossing Agreement dated as of May 11, 1990, by and
between CSX and Panda-Xxxxxxxx Corporation, re: a pipeline
or duct work.
55. Right-of-Way/Easements with respect to the pipeline from the
following entities and individuals:
Tract Owner
NH-1A.1 X.X. Xxxx Xxxxxx
XX-0X.0X X.X. Xxxx Xxxxxx
NH-1A.2 X.X. Xxxx Xxxxxx
XX-0X X.X. Xxxx Xxxxxx
XX-0X X.X. Crew Estate
NH-1C Champion International Corp.
XX-0 Xxxxxxxxx Xxxxxx
XX-0 Xxxxx X. Xxxxxx
XX-0 Xxxxxxx X. Xxxxx Xxxxxx
XX-0 Xxxxx X. Xxxxxx
NH-6A Champion International Corp.
NH-6B Champion International Corp.
NY-7 Champion International Corp.
NH-8A X.X. Xxxxxxxx Xx.
NH-8B Planter Nat'l Bank & Trust
NH-9 X.X. Xxxxxxxx Xx.
NH-10 Xxxx X. (Xxxxxx) Memory
NH-11 Intentionally omitted
NH-12 X.X. Xxxxxx Estate
NH-13A Xxxxxx Xxxxx Xxxx
NH-13B Xxxxxx Xxxxx Xxxx
XX-00 Xxxx X. Xxxxxxx Xxxxxx
XX-00 Xxxxxx Xxx Xxxxx
XX-00 Xxxx X. Xxxxxxx Xxxxxx
XX-00 Xxxx X. Xxxxxxx Estate
NH-18 Tudor et ux
NH-19 X.X. Xxxxxx Estate
Xx-00 X.X. Xxxxxx Xxxxxx
XX-00 X.X. Xxxx
NH-22 X.X. Xxxx
NH-23 Champion International Corp.
NH-24 Champion International Corp.
H-l Virginia Electric and Power Company
(corridor)
56. Engineering Services Contract, dated February 21, 1991,
between Panda-Xxxxxxxx Corporation and Ford, Bacon & Xxxxx,
Inc.
57. C.H. Guernsey & Company, dated July 7, 1989 (Panda-Xxxxxxxx
Corporation's Consulting Engineering Firm for the Facility).
58. Purchase Orders attached hereto as Exhibit A.
SCHEDULE B
TO THE XXXX OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
Personal Property Leases
With Annual Rents in Excess of
$200,000
None exist as of the date hereof.
SCHEDULE C
TO THE XXXX OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
PAGE 1 OF 2
Permits With the Corporation
as Sole Permittee
1. Conditional Use Permit for Panda Energy Corporation,
approved May 1, 1989 - City of Roanoke Rapids.
2. Approval of the Application for Approval of Plans and
Specifications for Water Supply Systems (extension of water
main under North Carolina State Highway 48 - Roanoke Avenue)
- State of North Carolina.
3. Privilege License - City of Roanoke Rapids.
4. Right-of-way encroachment agreement to construct water pipes
extending to and connecting with existing water main under
State Highway (North Carolina State Highway 48 - Roanoke
Avenue) - State of North Carolina.
5. Wastewater Discharge Approval - City of Roanoke Rapids
Sanitary District.
6. Permit to cross Interstate Highway (Interstate I-95) -
Federal Highway Administration and State of North Carolina.
7. Permit to cross State Highway (North Carolina State Highway
46) - State of North Carolina.
8. Permit to cross State Highway (North Carolina State Highway
48) - State of North Carolina.
9. Permit to cross State Highway (North Carolina State Highway
48 - Roanoke Avenue) - State of North Carolina.
10. Permit to cross State Highway (North Carolina State Highway
125 - 10th Street) - State of North Carolina.
11. Permit to cross S.R. 1201 - State of North Carolina.
12. Permit to cross S.R. 1202 - State of North Carolina.
13. Permit to cross S.R. 1203 - State of North Carolina.
14. NC DOT Driveway Permit - State of North Carolina.
SCHEDULE C
TO THE XXXX OF SALE AND
ASSIGNMENT AND ASSUMPTION AGREEMENT
PAGE 2 OF 2
Permits With the Corporation
as Sole Permittee
15. Order Granting Application for Certification as a Qualifying
Cogeneration Facility, issued August 4, 1989 - FERC.
16. Radio Permits - Federal Communications Commission
a. Form 572C - Interim Permit in the name of the
Company.
b. Forms 1046 and 574.
17. Oil Terminal Facility Certificate - State of North Carolina.
