PANDA GLOBAL ENERGY COMPANY $155,200,000 12 1/2% Senior Secured Notes due 2004 PURCHASE AGREEMENTPurchase Agreement • June 11th, 1997 • Panda Global Holdings Inc • Texas
ADMINISTRATIVE SERVICES AGREEMENT This ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"), dated as of April 22, 1997, is by and between PANDA ENERGY INTERNATIONAL, INC., a Texas corporation ("Panda International"), and PANDA GLOBAL HOLDINGS, INC.,...Administrative Services Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
REGISTRATION RIGHTS AGREEMENT Dated as of April 22, 1997 by and among Panda Global Energy Company and Panda Global Holdings, Inc. and Donaldson, Lufkin & Jenrette Securities Corporation (the "Initial Purchaser")Registration Rights Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
JOINT VENTURE CONTRACT FOR TANGSHAN PAN-WESTERN HEAT AND POWER CO., LTD. TABLE OF CONTENTSPanda Global Holdings Inc • June 11th, 1997
US$ 114,271,288.00 New York, New York April 22, 1997 FOR VALUE RECEIVED, the undersigned, PAN-WESTERN ENERGY CORPORATION LLC, a company with limited liability organized under the laws of the Cayman Islands (the "Borrower"), hereby unconditionally...Panda Global Holdings Inc • June 11th, 1997
This Note (a) is the Issuer Note referred to in the Issuer Loan Agreement dated as of April 22, 1997 (as amended, supplemented or otherwise modified from time to time, the "Issuer Loan Agreement"), between the Borrower and the Lender, (b) is subject to the provisions of the Issuer Loan Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Issuer Loan Agreement.
GENERAL INTERCONNECTION AGREEMENT PARTY A: North China Power Group Company Party B: Tangshan Panda Heat and Power Co., Ltd. Tangshan Pan-Western Heat and Power Co., Ltd. Beijing September 22, 1995 GENERAL INTERCONNECTION AGREEMENT Two Parties of this...Panda Global Holdings Inc • June 11th, 1997
ELECTRIC ENERGY PURCHASE AND SALES AGREEMENT Party A: North China Power Group Company Party B: Tangshan Panda Heat and Power Co., Ltd. Tangshan Pan-Western Heat and Power Co., Ltd. Beijing September 22, 1995 ELECTRIC ENERGY PURCHASE AND SALES...Panda Global Holdings Inc • June 11th, 1997 • Tianjin
AMENDED AND RESTATED OPERATION AND MAINTENANCE AGREEMENT BY AND BETWEEN TANGSHAN PANDA HEAT AND POWER CO., LTD. TANGSHAN PAN-WESTERN HEAT AND POWER CO., LTD. TANGSHAN CAYMAN HEAT AND POWER CO., LTD. TANGSHAN PAN-SINO HEAT CO., LTD. AND DUKE/FLUOR...Operation and Maintenance Agreement • June 11th, 1997 • Panda Global Holdings Inc • Texas
EXHIBIT 10.114 ACCOUNT AGREEMENT ACCOUNT AGREEMENT dated as of April 22, 1997, among Panda Interfunding Corporation, a Delaware corporation ("PIC"), Panda Energy Corporation, a Texas corporation ("PEC") and Panda Global Holdings, Inc., a Delaware...Account Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
JOINT VENTURE CONTRACT FOR TANGSHAN PAN-SINO HEAT CO., LTD.Panda Global Holdings Inc • June 11th, 1997
DEVELOPMENT SERVICES AGREEMENT This DEVELOPMENT SERVICES AGREEMENT (this "Agreement"), dated as of April 22, 1997, is by and between PANDA ENERGY INTERNATIONAL, INC., a Texas corporation ("Panda International"), and PANDA GLOBAL HOLDINGS, INC., a...Development Services Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
EXHIBIT 10.82 Coal Supply Agreement This Agreement is made on February 3, 1996 between Kailuan Coal Mining Administration ("Seller"), and Tangshan Panda Heat and Power Co., Ltd. ("Panda") and Tangshan Pan-Western Heat and Power Co., Ltd....Coal Supply Agreement • June 11th, 1997 • Panda Global Holdings Inc
JOINT VENTURE CONTRACT FOR TANGSHAN PANDA HEAT AND POWER CO., LTD.Joint Venture Contract • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.99 AMENDED AND RESTATED SHAREHOLDER LOAN AGREEMENT between PAN- WESTERN ENERGY CORPORATION LLC as LenderShareholder Loan Agreement • June 11th, 1997 • Panda Global Holdings Inc
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...Cash Collateral Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
EXHIBIT 10.88 AGENCY CONTRACT FOR ENTRUSTED LOAN Contract Serial No. 1996 Wei- tuo-zi G631 Name of the Principal: Tangshan Panda Heat and Power Co. Ltd. and Tangshan Pan-Western Heat and Power Co. Ltd. Residence: Luannan County, Hebei Province Legal...Panda Global Holdings Inc • June 11th, 1997
EXHIBIT 10.136 GUARANTEE, dated as of September 24, 1996 (this "Guarantee"), made by the undersigned (the "Guarantor"), in favor of PAN-WESTERN ENERGY CORPORATION LLC, a Cayman Islands corporation (the "Lender"), as the lender party to the Shareholder...Guarantee • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.131 GUARANTEE, dated as of September 24, 1996 (this "Guarantee"), made by the undersigned (the "Guarantor"), in favor of PAN-WESTERN ENERGY CORPORATION LLC, a Cayman Islands corporation (the "Lender"), as the lender party to the Shareholder...Panda Global Holdings Inc • June 11th, 1997
ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT AMONG TANGSHAN PANDA HEAT AND POWER CO., LTD AND TANGSHAN PAN-WESTERN HEAT AND POWER CO., LTD. AND HARBIN POWER ENGINEERING COMPANY LIMITED LUANNAN COUNTY, HEBEI PROVINCE APRIL 24, 1996 TABLE OF...Procurement and Construction Contract • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.100 WATER, HEAT, STEAM AND HOT WATER SUPPLY AND USAGE AGREEMENT THIS AGREEMENT, (the "Agreement") is made as of this 3rd day of October, 1996, by and between Tangshan Cayman Heat and Power Company, Ltd., a Sino-foreign equity joint venture...Hot Water Supply and Usage Agreement • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.133 GUARANTEE, dated as of September 24, 1996 (this "Guarantee"), made by the undersigned (the "Guarantor"), in favor of PAN-WESTERN ENERGY CORPORATION LLC, a Cayman Islands corporation (the "Lender"), as the lender party to the Shareholder...Panda Global Holdings Inc • June 11th, 1997
EXHIBIT 10.118 PANDA GLOBAL HOLDINGS, INC. ISSUER PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of April 22, 1997, made by Panda Global Holdings, Inc., a Delaware corporation (the "Pledgor"), in favor of Bankers Trust Company, as Trustee (in such...Issuer Pledge Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
EXHIBIT 10.89 TRANSFER OF LOAN AGREEMENT This Transfer of Loan Agreement is made and entered into by and between Tangshan Panda Heat and Power Co., Ltd. ("Panda") Tangshan Pan-Western Heat and Power Co., Ltd. ("Pan-Western") and Tangshan Pan-Sino Heat...Transfer of Loan Agreement • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.87 LOAN AGREEMENT The Parties to this Loan Agreement, dated February 10, 1996. North China Power Group Company (hereinafter referred to as "Party A"), and Tangshan Panda Heat and Power Co., Ltd. ("Panda") and Tangshan Pan- Western Heat and...Loan Agreement • June 11th, 1997 • Panda Global Holdings Inc
SUPPLEMENTAL AGREEMENT FOR GENERAL INTERCONNECTION AGREEMENT AND ELECTRIC ENERGY PURCHASE AND SALES AGREEMENT The Parties to this Supplemental Agreement for General Interconnection Agreement and Electric Energy Purchase and Sales Agreement (this...General Interconnection Agreement • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.95 Construction Agreement of Heat and Steam Network of Luannan Heat and Power Plant for Tangshan Pan-Sino Heat Company, Ltd. Tangshan Pan-Sino Heat Co., Ltd., is related to Luannan Heat and Power Plant, whose planned capacity is 2x50 MW. In...Panda Global Holdings Inc • June 11th, 1997
EXHIBIT 10.86 CONSTRUCTION AGREEMENT The Parties to this Construction Agreement, dated February 10, 1996 (this "Agreement"): North China Power Group Company (hereinafter referred to as "Party A"), and Tangshan Panda Heat and Power Co., Ltd. ("Panda")...Construction Agreement • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.119 ISSUER CASH COLLATERAL AGREEMENT CASH COLLATERAL AGREEMENT dated as of April 22, 1997 between PANDA GLOBAL ENERGY COMPANY, a Cayman Islands company, (the "Pledgor") and BANKERS TRUST COMPANY, as Trustee (in such capacity, the "Trustee")...Issuer Cash Collateral Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
EXHIBIT 10.127 GUARANTEE, dated as of September 24, 1996 (this "Guarantee"), made by the undersigned (the "Guarantor"), in favor of PAN-WESTERN ENERGY CORPORATION LLC, a Cayman Islands corporation (the "Lender"), as the lender party to the Shareholder...Panda Global Holdings Inc • June 11th, 1997
SECTION 3. REPRESENTATIONS AND WARRANTIES Each of the JV Co's, the County Partners and Pan-Western, severally and on their own behalf represents and warrants that:Contribution and Agency Agreement • June 11th, 1997 • Panda Global Holdings Inc
EXHIBIT 10.134 GUARANTEE, dated as of September 24, 1996 (this "Guarantee"), made by the undersigned (the "Guarantor"), in favor of PAN-WESTERN ENERGY CORPORATION LLC, a Cayman Islands corporation (the "Lender"), as the lender party to the Shareholder...Panda Global Holdings Inc • June 11th, 1997
ENGINEERING AND DESIGN CONTRACT BETWEEN HEBEI ELECTRIC POWER SURVEY AND DESIGN INSTITUTE AND TANGSHAN PANDA HEAT AND POWER COMPANY, LTD. AND TANGSHAN PAN- WESTERN HEAT AND POWER COMPANY, LTD. DATED: DECEMBER 21, 1995 Tangshan Panda Heat and Power...Engineering and Design Contract • June 11th, 1997 • Panda Global Holdings Inc
This Guaranty is executed as of JULY 16 , 1996.Panda Global Holdings Inc • June 11th, 1997
ISSUER LOAN AGREEMENT between PANDA GLOBAL ENERGY COMPANY as Lender and PAN- WESTERN ENERGY CORPORATION LLC as Borrower Dated as of April 22, 1997Issuer Loan Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
EXHIBIT 10.117 PAN-WESTERN PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of April 22, 1997, made by Pan- Western Energy Corporation LLC, a Cayman Islands exempted company (the "Pledgor") in favor of Bankers Trust Company, as Trustee (in such capacity,...Western Pledge Agreement • June 11th, 1997 • Panda Global Holdings Inc • New York
