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Quotes & Info
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| PDAE.OB > SEC Filings for PDAE.OB > Form 8-K on 17-Jun-2008 | All Recent SEC Filings |
17-Jun-2008
Regulation FD Disclosure
Under the Financing Agreement, dated as of July 28, 2006, by and among Panda
Hereford, Société Générale (the "Agent") and the lenders named therein, as
amended (the "Financing Agreement"), the obligation of the lenders to make loans
on any funding date is conditioned upon the receipt by the Agent of a
certificate of the lenders' engineer certifying (i) that the progress of
construction of the Hereford project is substantially in accordance with the
construction and draw schedule and in conformity and compliance with the
construction budget and the construction contracts, (ii) the Hereford project is
reasonably expected to achieve substantial completion by September 30, 2008,
(iii) the Hereford project is reasonably expected to achieve final acceptance by
February 15, 2009, and (iv) Panda Hereford has sufficient funds necessary to
achieve completion. Furthermore, that certain Depositary and Disbursement
Agreement, dated as of July 28, 2006, by and between Panda Hereford and the
Agent (the "Disbursement Agreement") requires Panda Hereford to deliver a
construction draw request and the engineer's certificate referenced above prior
to making any withdrawal from the construction accounts thereunder. If Lurgi's
actions cause the Company to be unable to satisfy these requirements under the
Financing Agreement and the Disbursement Agreement, the Company will have to
attempt to obtain a limited waiver of departures from the certifications and
requirements required under the Financing Agreement and the Disbursement
Agreement or amend the Financing Agreement and Depositary and Disbursement
Agreement to extend the required substantial completion and final acceptance
dates. There can be no assurance that the Company will be able to obtain such a
waiver or amendment.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, as
defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, that are based
on our current expectations, assumptions, beliefs, estimates and projections
about our company and the ethanol and other related industries. The
forward-looking statements are subject to various risks and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements. Generally, these forward-looking statements can be
identified by the use of forward-looking terminology such as "anticipate,"
"believe," "continue," "estimate," "expect," "intend," "may," "plan," "project,"
"should" and variations of such words or similar expressions.
We caution you that reliance on any forward-looking statement involves risks
and uncertainties, and that, although we believe that the assumptions on which
our forward-looking statements are based are reasonable, any of those
assumptions could prove to be inaccurate, and, as a result, the forward-looking
statements based on those assumptions could be incorrect. In light of these and
other uncertainties, you should not conclude that we will necessarily achieve
any plans and objectives or projected financial results referred to in any of
the forward-looking statements. We do not undertake to release the results of
any revisions of these forward-looking statements to reflect future events or
circumstances. Some of the factors that may cause actual results, developments
and business decisions to differ materially from those contemplated by such
forward-looking statements include, but are not limited to, the time, cost and
ability to complete construction of the Hereford facility; issues and/or delay
arising in connection with the development and construction of the Hereford
facility, including those relating to the conditions and actions described in
this Form 8-K, permits, easements, site conditions, workmanship, process
engineering, and conflicts of interest; as well as the risk factors discussed
under "Risk Factors" in our Quarterly Report on Form 10-Q filed on May 20, 2008,
our Annual Report on Form 10-K filed on April 15, 2008 and our annual, quarterly
and periodic reports filed with the Securities and Exchange Commission.
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