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Title: |
Facility Lease Agreement |
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Date: |
2005 |
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Preview shows 22KB of 133KB total |
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$55 |
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ID: |
#1350225 |
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FACILITY LEASE AGREEMENT
between
MGE POWER WEST CAMPUS, LLC
as Lessor
and
MADISON GAS AND ELECTRIC COMPANY
as Lessee
Dated as of November __, 2003
West Campus Cogeneration Project
Madison, Wisconsin
TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS; RULES OF INTERPRETATION
ARTICLE 2 CONSTRUCTION OF THE LEASED FACILITY
2.1 Construction of the Leased Facility.
2.2 Failure to Achieve Commercial Operation by the Required Commercial Operation Date.
2.3 Lessors Failure.
2.4 Lessees Failure; Force Majeure.
2.5 Termination of the Facility Lease
2.6 Payment of Purchase Price
2.7 Lease of Leased Facility
2.8 Purchase Option
ARTICLE 3 TESTING PROCEDURES; PERFORMANCE LEVELS
3.1 Testing Procedures
3.2 Commercial Operation Test
3.3 Test Fuel and Test Power Procedures
3.4 Minimum Performance Levels
3.5 Guaranteed Performance Levels
3.6 Facility Appraisal.
ARTICLE 4 NATURE OF TRANSACTION
4.1 Nature of Transaction
4.2 UCC INAPPLICABLE
4.3 Security Interest
ARTICLE 5 RENT
5.1 Rent Payments.
5.2 Place and Manner of Payment.
5.3 Net Lease.
ARTICLE 6 REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of the Parties
6.2 Special Lessor Representations
6.3 DISCLAIMER OF WARRANTIES
6.4 Assignment of Warranties
6.5 Claims Against Third Parties Relating to the Leased Facility
ARTICLE 7 USE AND MAINTENANCE OF LEASED FACILITY
7.1 Use and Possession of Leased Facility
7.2 Maintenance of Leased Facility
7.3 Removal of Components.
ARTICLE 8 IMPROVEMENTS
8.1 Improvements.
8.2 Title
8.3 End of Term Improvements.
ARTICLE 9 SPECIAL LESSOR COVENANTS
9.1 Change in Business
9.2 Ownership of Assets
9.3 No Subsidiaries
9.4 Other Indebtedness
9.5 Amendments to Constituent Documents
9.6 Maintenance of Accounts; Maintenance of Records; Commingling of Funds; Arms-Length Transactions.
9.7 Independent Director
ARTICLE 10 INSPECTION AND RIGHT TO ENTER
10.1 Inspection.
10.2 Right to Enter.
ARTICLE 11 RISK OF LOSS; INSURANCE
11.1 Construction Term.
11.2 Lease Term.
11.3 Insurance.
ARTICLE 12 END OF TERM OPTIONS AND TERMINATION
12.1 Election Notice.
12.2 Renewal.
12.3 End of Term Purchase of Leased Facility
12.4 Termination
12.5 Purchase Limitation
ARTICLE 13 RETURN OF LEASED FACILITY
13.1 Return of Leased Facility.
13.2 Condition of Leased Facility Upon Return
ARTICLE 14 EVENTS OF DEFAULT
14.1 Payment Default
14.2 Misrepresentation
14.3 Covenant Defaults
14.4 Judgment Default
14.5 Bankruptcy
14.6 Lack of Authorizations
ARTICLE 15 REMEDIES
15.1 Construction Term Remedies.
15.2 Lease Term Remedies.
15.3 Limitation on Liability
15.4 No Delay or Omission to be Construed as Waiver
ARTICLE 16 LIENS
ARTICLE 17 INDEMNIFICATION
17.1 General Indemnity
17.2 Tax Indemnity
17.3 Survival
ARTICLE 18 COMPLIANCE AUDIT/DISPUTE RESOLUTION
18.1 Compliance Audit.
18.2 General Provisions
18.3 Negotiation
18.4 Binding Arbitration.
18.5 Timing; Discovery; Awards, Fees and Expenses.
18.6 Deadlines
18.7 Binding Upon Parties
18.8 Continued Performance
18.9 Survival
ARTICLE 19 CONFIDENTIALITY OF INFORMATION
19.1 Non-Disclosure Obligations
19.2 Return of Material
19.3 Law
ARTICLE 20 SUBORDINATION
20.1 Subordination.
20.2 Additional Cure Period.
20.3 Limitations.
ARTICLE 21 ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS
21.1 Estoppel Certificates.
21.2 Financial Statements.
ARTICLE 22 MISCELLANEOUS
22.1 Applicable Law
22.2 Waiver of Jury Trial
22.3 Quiet Enjoyment
22.4 Notices
22.5 Counterparts
22.6 Severability
22.7 Transfer Restrictions.
22.8 Third-Party Beneficiaries
22.9 Entire Agreement
22.10 Headings and Table of Contents
22.11 Schedules, Annexes and Exhibits
22.12 No Joint Venture
22.13 Amendments and Waivers
22.14 Survival
22.15 Limitation on Liability
22.16 Further Assurances
Schedule 1.1
Definitions
Schedule 2.2
Delay Damages
Schedule 3.2
Commercial Operation Test
Schedule 3.3
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