PANDA FUNDING CORP S-1

CERTIFICATE OF INCORPORATION - PFC

BY-LAWS OF PANDA FUNDING CORPORATION

PFC COMMON STOCK SPECIMEN

AMENDED & RESTATED CERTIFICATE OF INC. - PIFC

BY-LAWS OF PANDA INTERFUNDING CORPORATION

PIFC - COMMON STOCK SPECIMEN

TRUST INDENTURE 7/31/96, PFC, PIFC, BANKERS

FIRST SUPPLEMENTAL INDENTURE TO TRUST INDENTURE

FORM OF SERIES A BOND

FORM OF SERIES A-1 BOND

REGISTRATION RIGHTS AGREEMENT 7/31/96

COLLATERAL AGENCY AGREEMENT 7/31/96, PFC, PIFC

SUBROGATION & CONTRIBUTION AGREEMENT 7/31/95 PIC,

GUARANTY AGREEMENT 7/31/96 PIC, BANKERS TRUST

EXHIBITS 10 01 TO 10 08

TRUST INENTURE 7/31/96 PRFC, PR L.P., FLEET

FIRST SUPP INDENTURE 7/31/96 TO TRUST INDENTURE

EXHIBITS 10-11 TO 10-16

GENERAL PARTNER PLEDGE & SECURITY AGREE-PRC, FLEET

LIMITED PARTNER PLEDGE & SECURITY AGREE-PRC11 FLEE

STOCK PLEDGE & SECURITY AGREE-PIC, FLEET

STOCK PLEDGE & SECURITY AGREE 7/31/96, PRLP, FLEET

PARTNERSHIP GUARANTY 7/31/96 PRLP, FLEET

REIMBURSEMENT AGREEMENT 7/31/96, PRLP, PRFC, BAYER

IRREVOCABLE LETTER OF CREDIT, BAYERISCHE V BANK

CONSTRUCTION LOAN AND LEASE COMMITMENT

$215,000,000 NOTE

DEED OF TRUST & SECURITY AGREE 3/30/95 PBLP, SHAWM

GENERAL PARTNER PLEDGE AGREE 3/30/95 PBC, PBLP, SH

LIMITED PARTNER PLEDGE AGREE 3/30/95 PEC, PBLP, SH

STOCK PLEDGE AGREEMENT 3/30/95 PHI, SHAWMUT BANK

AMENDMENT 1 TO STOCK PLEDGE AGREE 3/30/95 PHI, SHA

AMENDMENT 2 TO STOCK PLEDGE AGREE 3/30/95, PHI, SH

SECURITY AGREEMENT 3/30/95 PBLP, SHAWMUT BANK

TRUST AGREEMENT 3/30/95 GECC, SHAWMUT BANK

STEAM LESSEE SECURITY AGREE 3/30/96, BWC, SHAWMUT

POWER PURCHASE AND OPERATING AGREE 7/24/89 PEC & V

AMENDMENT 1 TO POWER PURCHASE AND OPERATING AGREE

AMENDMENT 2 POWER PURCHASE AND OPERATING AGREE

FUEL SUPPLY MANAGEMENT AGREE 10/10/90

AMENDMENT 1 TO FUEL SUPPLY MANAGEMENT 3/5/91

GAS PURCHASE CONTRACT 4/12/90 PRC, NGC

AMENDMENT TO GAS PURCHASE CONTRACT PRC, NGC

PIPELINE OPERATING AGREE 2/14/90, PR, NCNGC

AMENDMENT 1 TO PIPELINE OPERATING AGREE 2/14/90 PR

ASSIGNMENT AGREE 6/15/90, PEC, PRC

AMENDMENT 2 TO PIPELINE OPERATING AGREE 2/14/90

REAL PROPERTY LEASE & EASEMENT AGREE 6/9/89 BIBB

1ST AMENDMENT TO REAL PROPERTY LEASE & EASEMENT AG

2ND AMENDMENT TO REAL PROPERTY LEASE & EASEMENT AG

LEASEHOLD & REAL PROPERTY ASSIGN & ASSUMPTIION

3RD AMENDMENT TO REAL PROPERTY LEASE & EASEMENT AG

COGENERATION ENERGY SUPPLY AGREE 1/12/89 PEC, BIBB

1ST AMENDMENT TO COGENERATION ENERGY SUPPLY AGREE

SERVICE AGREEMENT 7/26/96

POWER PURCHASE AGRMT. 8/9/91 PBLP & PEPCO

FIRST AMENDMENT TO POWER PURCHASE AGREEMENT

PARENT GUARANTEE

STEAM SALES AGREEMENT

PRECEDENT AGREEMENT

AMENDING AGREEMENT

AMENDED & RESTATED FTS SERV. AGR.

FTS SERVICE AGREEMENT

GAS TRANSPORTATION & SUPPLY AGREEMENT 11/10/94 WGL

SITE LEASE 3/30/95, PBLP, SHAWMUT BANK

SITE SUBLEASE 3/30/95, PBLP, SHAWMUT BANK

PURCHASE AGREEMENT DATE JULY 26, 1996

ADDITIONAL PROJECTS CONTRACT DATE JULY 31, 1996

NON-PETITION AGREEMENT (ROSEMARY BONDS)

NON-PETITION AGREEMENT 7/31/96 PFC, PIHC, PIFC, PC

COMPUTATION OF RATIO OF EARNINGS TO FIX.CHG.