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Lease Agreement

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Title:

Lease Agreement

Entities:

Six Flags, Inc.; SouthTrust Bank; Weil, Gotshal & Manges LLP

Date:

2002

Size:

Preview shows 62KB of 170KB total

Price:

$67

ID:

#881391

► Leasing ► Lease Agreements
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LEASE AGREEMENT

by and between

INDUSTRIAL DEVELOPMENT BOARD
OF THE CITY OF NEW ORLEANS, LOUISIANA,
as Landlord

and

SFJ MANAGEMENT INC.,
as Tenant

dated August 23, 2002

TABLE OF CONTENTS

			Page
ARTICLE 1		Grant, Term of Lease and Certain Definitions	1
	1.1	Leasing Clause	1
	1.2	Term	1
	1.3	Certain Definitions	1
ARTICLE 2		Rent	6
	2.1	Base Rent	6
	2.2	Additional Rent	6
	2.3	Adjustments to Additional Rent Base	7
	2.4	Additional Rent Credit	7
	2.5	Other Rent Credits	7
	2.6	Sales Reports and Records	8
	2.7	Late Charges	8
	2.8	Nondisclosure	8
	2.9	Issuance of Notes	8
	2.10	Place of Rent Payments	8
ARTICLE 3		Impositions	9
	3.1	Payment of Impositions	9
	3.2	Contest of Impositions	9
	3.3	Certain Provisions Related to AV Taxes	9
ARTICLE 4		Capital Expenditures and Improvements	10
	4.1	Capital Expenditures	10
	4.2	Title to Improvements	10
	4.3	Additional Improvements	10
	4.4	Zoning and Permits	11
ARTICLE 5		Use and Operation	11
	5.1	Use	11
	5.2	Compliance with Laws	11
	5.3	Maintenance and Repair	12
	5.4	Casualty	12
	5.5	Branding	12
	5.6	Operational Rights; Revenue	13
	5.7	Utilities	13
	5.8	Mechanic's Liens	13
	5.9	Hazardous Substances	13
ARTICLE 6		Insurance and Indemnity	13
	6.1	Insurance	13
	6.2	Types of Required Insurance	14
	6.3	Policies	14

	6.4	Indemnification of Landlord	15
	6.5	Indemnification of Tenant	15
ARTICLE 7		Assignment and Subletting	15
	7.1	Assignment	15
	7.2	Subletting; No Sale or Transfer by Landlord	16
	7.3	Nondisturbance By Landlord	16
ARTICLE 8		Leasehold Mortgages	17
	8.1	Leasehold Mortgage Permitted	17
	8.2	Notices to Leasehold Mortgagees	17
	8.3	Leasehold Mortgagee's Right to Cure	17
	8.4	New Lease	18
	8.5	Leasehold Mortgagee's Liability	18
ARTICLE 9		Defaults and Remedies	18
	9.1	Default of Tenant	18
	9.2	Landlord's Rights and Remedies	19
	9.3	Default of Landlord	20
	9.4	Rights of Leasehold Mortgagees	21
ARTICLE 10		Condemnation	21
	10.1	Definitions	21
	10.2	Efforts to Prevent Taking	21
	10.3	Entire Taking	21
	10.4	Partial Taking	21
	10.5	Temporary Taking	22
	10.6	Condemnation Award	22
	10.7	Settlement of Proceeding	22
	10.8	Exercise of Option	22
ARTICLE 11		Representations, Warranties and Special Covenants	23
	11.1	Landlord's Representations, Warranties and Special Covenants	23
	11.2	Tenant's Representations, Warranties and Special Covenants	24
ARTICLE 12		Miscellaneous	25
	12.1	Inspection	25
	12.2	Estoppel Certificates	25
	12.3	Notices	25
	12.4	Successors and Assigns	26
	12.5	Amendment	26
	12.6	Headings and Subheadings	26
	12.7	Unavoidable Default and Delays	26
	12.8	Severability	27
	12.9	Governing Law	27
	12.10	Relationship of Parties	27

	12.11	Landlord's Lien Waiver	27
	12.12	Non-Waiver	27
	12.13	Obligations to Defend Validity of Lease	28
	12.14	Survival	28
	12.15	Net Lease	28
	12.16	Entire Agreement	28
	12.17	Counterparts	28
	12.18	Memorandum	28
	12.19	Subordination to Mortgage on the Fee	28
	12.20	Holdover	29
	12.21	Signs	29
	12.22	No Third Party Beneficiaries	29
	12.23	Guaranty	29
	12.24	Attorneys' Fees	29
	12.25	Principles of Construction	30
	12.26	Limitation on Liability	30
	12.27	Reasonableness Standard	30
	12.28	References to Note Ineffective After Paid	30
	12.29	Amounts Remaining in the Note Fund	30
ARTICLE 13		Option to Purchase	31
	13.1	Grant of Option	31
	13.2	Determination of Fair Value	31
	13.3	Option Price Credits	32
	13.4	Documents Provided to Tenant	32
	13.5	Survey	32
	13.6	Title Commitment	32
	13.7	Title Exceptions	33
	13.8	Title Representations and Warranties by Landlord	33
	13.9	Closing Date	33
	13.10	Tenant's Obligation at Closing	34
	13.11	Landlord's Obligation at Closing	34
	13.12	Closing Costs	34
	13.13	Casualty or Condemnation	34
	13.14	Revocation by Tenant	34
	13.15	Landlord's Default	34
	13.16	Tenant's Default	35
	13.17	No Assumption Of Liabilities	35
ARTICLE 14		Right of First Refusal	35
	14.1	Definitions	35
	14.2	Grant of Right of First Refusal	35

iii

LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is made as of August 23, 2002 (the "Commencement Date"), by and between the Industrial Development Board of the City of New Orleans, Louisiana, Inc., a public corporation and instrumentality of the City of New Orleans, Louisiana ("Landlord"), and SFJ Management Inc., a Delaware corporation ("Tenant"). Landlord and Tenant sometimes are referred to herein collectively as the "Parties" or singularly as a "Party".

RECITALS

A. Landlord is a public corporation and instrumentality of the City of New Orleans, State of Louisiana (the "City"), organized pursuant to the provisions of Chapter 7 of Title 51 of the Louisiana Revised Statutes of 1950, as amended (such Act, and all future acts supplemental thereto or amendatory thereof being herein called the "Act"), and as such is authorized to acquire, own, finance (through the issuance of revenue bonds or notes), lease, sell and otherwise dispose of properties suitable for use by any industry for any commercial enterprise, including amusement park facilities.

B. Landlord has acquired, in accordance with the Act, certain amusement park facilities from Jazzland, Inc., the debtor-in-possession in Case No. 02-11257, Section "B", captioned In re: Jazzland, Inc. (the "Bankruptcy Case"), filed in the United States Bankruptcy Court for the Eastern District of Louisiana (the "Bankruptcy Court"), pursuant to that plan of reorganization approved by the Bankruptcy Court in the Bankruptcy Case (the "Plan").

C. Landlord has agreed, at the request of Tenant and pursuant to an Indenture of Trust entered into by Landlord and the City, to sign and deliver that Taxable Revenue Note (Jazzland Project) Series 2002 (the "Note") to evidence an obligation to pay the City a portion of the money owed by the City to the U.S. Department of Housing and Urban Development ("HUD") pursuant to those Contracts for Loan Guarantee Assistance and related promissory notes No. B-95-MC-22-0006 and B-98-MC-22-0006 relating to such amusement park facilities (the "HUD Loan").

D. Pursuant to the terms of the Plan, Landlord has agreed to lease to Tenant, and Tenant has agreed to lease from Landlord, such amusement park facilities on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the recitals set forth above and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged and confessed by each of the parties hereto, the parties hereto have agreed and, intending to be legally bound, do hereby agree as follows:

ARTICLE 1
Grant, Term of Lease and Certain Definitions

1.1 Leasing Clause. Upon and subject to the terms and provisions contained herein, Landlord does hereby lease, demise and let unto Tenant, and Tenant does hereby lease from Landlord, the Premises, to have and to hold the Premises for the term and subject to the provisions hereinafter provided.

1.2 Term. The term of this Lease shall be for a period commencing on the Commencement Date and expiring on December 31, 2077.

1.3 Certain Definitions. The following terms shall have the meaning set forth in this Section 1.3 and terms not defined herein shall have the meanings set forth in the Indenture:

(a) AAA. The local office of the American Arbitration Association or any organization which is the successor thereof.

(b) Additional Rent. Has the meaning set forth in Section 2.2.

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