|
|
|
|
Document Preview Facility Lease Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Facility Lease Agreement |
|||
|
Entities: |
||||
|
Date: |
2005 |
|||
|
Size: |
Preview shows 37KB of 140KB total |
|||
|
Price: |
$51 |
|||
|
ID: |
#1350159 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
ELM ROAD II
FACILITY LEASE AGREEMENT
between
MGE POWER ELM ROAD, LLC
as Lessor
and
MADISON GAS AND ELECTRIC COMPANY
as Lessee
Dated as of [__________], 2005
Elm Road Coal-Fired Electric Generation Project
Oak Creek, Wisconsin
TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS; RULES OF INTERPRETATION
1
ARTICLE 2 CONSTRUCTION OF THE LEASED FACILITY
2
2.1 Construction of the Leased Facility.
2
2.2 Completion of Facility.
3
2.3 Failure to Achieve Commercial Operation by the Scheduled/Required Commercial Operation Date.
3
2.4 Lessors Failure.
3
2.5 Lessees Failure; Force Majeure.
4
2.6 Termination of the Facility Lease
5
2.7 Payment of Purchase Price
6
2.8 Lease of Leased Facility
7
2.9 Offset
7
ARTICLE 3 TESTING; PERFORMANCE; APPRAISAL
7
3.1 Testing Procedures
7
3.2 Guaranteed Performance Levels
7
3.3 Facility Appraisal.
7
ARTICLE 4 NATURE OF TRANSACTION
8
4.1 Nature of Transaction
8
4.2 UCC INAPPLICABLE
8
4.3 Security Interest
8
ARTICLE 5 RENT
9
5.1 Rent Payments.
9
5.2 Place and Manner of Payment.
10
5.3 Net Lease.
10
5.4 Common Facilities Adjustment
12
5.5 Unit Ownership Adjustment
12
ARTICLE 6 REPRESENTATIONS AND WARRANTIES
13
6.1 Representations and Warranties of the Parties
13
6.2 Special Lessor Representations
14
6.3 DISCLAIMER OF WARRANTIES
15
6.4 Assignment of Warranties
15
6.5 Claims Against Third Parties Relating to the Leased Facility
15
ARTICLE 7 USE AND MAINTENANCE OF LEASED FACILITY
16
7.1 Use and Possession of Leased Facility.
16
7.2 Maintenance of Leased Facility.
16
7.3 Removal of Components.
16
ARTICLE 8 IMPROVEMENTS
17
8.1 Improvements.
17
8.2 Title
18
8.3 End of Term Improvements.
18
ARTICLE 9 SPECIAL LESSOR COVENANTS
19
9.1 Change in Business
19
9.2 Ownership of Assets
19
9.3 No Subsidiaries
19
9.4 Other Indebtedness
19
9.5 Amendments to Constituent Documents
19
9.6 Maintenance of Accounts; Maintenance of Records; Commingling of Funds; Arms-Length Transactions.
20
9.7 Independent Director
20
ARTICLE 10 INSPECTION AND RIGHT TO ENTER
21
10.1 Inspection.
21
10.2 Right to Enter.
21
ARTICLE 11 RISK OF LOSS; INSURANCE
21
11.1 Construction Term.
21
11.2 Lease Term.
22
11.3 Insurance.
23
ARTICLE 12 END OF TERM OPTIONS AND TERMINATION
23
12.1 Election Notice.
23
12.2 Renewal.
24
12.3 End of Term Purchase of Leased Facility
24
12.4 Termination
25
12.5 Purchase Limitation
25
ARTICLE 13 RETURN OF LEASED FACILITY
26
13.1 Return of Leased Facility.
26
13.2 Condition of Leased Facility Upon Return
27
ARTICLE 14 EVENTS OF DEFAULT
28
14.1 Payment Default
28
14.2 Misrepresentation
28
14.3 Covenant Defaults
28
14.4 Judgment Default
28
14.5 Bankruptcy
28
14.6 Lack of Authorizations
29
ARTICLE 15 REMEDIES
29
15.1 Construction Term Remedies.
29
15.2 Lease Term Remedies.
29
15.3 Limitation on Liability
32
15.4 No Delay or Omission to be Construed as Waiver
32
ARTICLE 16 LIENS
33
ARTICLE 17 INDEMNIFICATION
33
17.1 General Indemnity
33
17.2 Tax Indemnity
33
17.3 Survival
33
ARTICLE 18 COMPLIANCE AUDIT/DISPUTE RESOLUTION
33
18.1 Compliance Audit.
33
18.2 General Provisions
34
18.3 Negotiation
34
18.4 Binding Arbitration.
34
18.5 Timing; Discovery; Awards, Fees and Expenses.
35
18.6 Deadlines
36
18.7 Statutes of Limitation
36
18.8 Binding Upon Parties
36
18.9 Continued Performance
36
18.10 Survival
37
ARTICLE 19 CONFIDENTIALITY OF INFORMATION
37
19.1 Non-Disclosure Obligations.
37
19.2 Return of Material
37
19.3 Law
38
ARTICLE 20 SUBORDINATION
38
20.1 Subordination.
38
20.2 Additional Cure Period.
38
20.3 Limitations.
39
ARTICLE 21 ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS
39
21.1 Estoppel Certificates.
39
21.2 Financial Statements.
40
ARTICLE 22 MISCELLANEOUS
40
22.1 Applicable Law
40
22.2 Waiver of Jury Trial
40
22.3 Quiet Enjoyment
40
22.4 Notices
41
22.5 Counterparts
41
22.6 Severability
41
22.7 Transfer Restrictions.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us