ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is
executed as of this 15th of May, 1989, by and between
Panda Energy Corporation, a Texas corporation
("Assignor"), and Panda-Rosemary Corporation, a Texas
FOR GOOD AND VALUABLE CONSIDERATION, the receipt
and sufficiency of which are hereby acknowledged,
Assignor and Assignee hereby agree as follows:
1. Assignment. Assignor hereby assigns,
transfers, and conveys unto Assignee all assets of
Assignor, real and personal, tangible and intangible,
that relate to or were acquired by Assignor in connection
with the development, construction, and operation of a
175 Megawatt cogeneration facility to be located in
Roanoke Rapids, North Carolina (the "Project"), including
but not limited to the applications, permits and
contracts described in Exhibit A attached hereto, subject
to any conditions set out in Exhibit A (the "Transferred
2. Assumption. As partial consideration for the
assignment of the Transferred Assets, Assignee hereby assumes
and agrees to pay, perform, or otherwise
satisfy and discharge any and all debts, obligations, and
liabilities of Assignor arising or to be performed after
the effective date hereof under, pursuant to, or in
connection with the Transferred Assets or the Project.
3. Additional Consideration. As additional consideration
for the Transferred Assets, Assignee hereby agrees to (i) issue 1,000
shares of its Common Stock, $0.01 par value, and (ii) pay
to Assignor, $------ in cash to be determined, as reimbursement for certain
expenses incurred by Assignor in connection with the
IN WITNESS WHEREOF, the undersigned have
executed this Assignment and Assumption Agreement as of
the date and year first above written.
PANDA ENERGY CORPORATION
Robert W. Carter
Chairman and Chief
Robert W. Carter
President and Chief
1. Power Purchase and Operating Agreement dated
to be effective as of January 24, 1989, between the Company
and Virginia Electric and Power Company.
2. Cogeneration Energy Supply Agreement dated to
be effective as of January 12, 1989, between the Company
and The Bibb Company.
3. Agreement with General Electric Company for
the manufacture and purchase of new Frame Six and Frame
Seven Gas Turbine Generators.
4. Fuel supply contracts or commitments.
5. Agreement with ABB Turbine, Inc. for the
manufacture and purchase of a 50 Megawatt Steam Turbine
6. Agreement with Radian Corporation of Research
Triangle, North Carolina to prepare an application for a
permit from the North Carolina Department of Natural
Resources and the Community Development, Air Quality
Section, in Raleigh, North Carolina.
7. Agreement with Trigon Engineering
Consultants, Inc. to conduct an environmental evaluation of
the Project site.
8. Agreement with Nooter/Erkisen Cogeneration
Systems, Inc. for the manufacture and purchase of one
Frame 6 heat recovery steam generator and one Frame 7
heat recovery steam generator.
9. Certificate of Public Convenience and
issued on May 12, 1989, by the North Carolina Utility
Commission, such assignment to be effective only upon
approval by the North Carolina Utility Commission, if
10. Conditional use approval issued by the City
of Roanoke Rapids, North Carolina, evidenced by a letter
dated May 2, 1989, such assignment to be effective only
upon approval by the City of Roanoke Rapids, North
Carolina, if required.
11. Application for Certification of Facility as
a Cogeneration Facility submitted to the Federal Energy
Regulatory Commission on May 9, 1989, such assignment to
be effective only upon approval by the Federal Energy
Regulatory Commission, if required.