Credit Enhancement Agreement合同协议书英文版.docx

1、Credit Enhancement Agreement合同协议书英文版编号：_Credit Enhancement Agreement 甲 方：_乙 方：_签订日期：_年_月_日CREDIT ENHANCEMENT AGREEMENT betweenAAA, _(ADDRESS) and BBB CORPORATION Dated as of _,_,_(M/D/Y) .TABLE OF CONTENTSARTICLE ISection 1.1. DefinitionsSection 1.2. Interpretation and ConstructionSection 1.3. Devel

2、opment ProgramSection 1.4. CompletionSection 1.5. City CostsSection 1.6. Agreement ControlsARTICLE IISection 2.1. Creation of Development Program FundSection 2.2. LiensSection 2.3. Deposits into Development Program FundSection 2.4. Monies Held in TrustARTICLE IIISection 3.1. Credit Enhancement Payme

3、ntsSection 3.2. Failure to Make PaymentSection 3.3. Manner of PaymentsSection 3.4. Obligations UnconditionalSection 3.5. Limited ObligationSection 3.6. Calculation of Retained Tax IncrementSection 3.7. RevaluationARTICLE IVSection 4.1. Pledge of Project Cost AccountSection 4.2. Perfection of Interes

4、tSection 4.3. Further InstrumentsSection 4.4. No Disposition of Developer SubaccountSection 4.5. Access to Books and RecordsARTICLE VSection 5.1. Events of DefaultSection 5.2. Remedies on DefaultSection 5.3. Remedies CumulativeSection 5 .4. Agreement to Pay Attorneys Fees and ExpensesSection 5.5. Ta

5、x LawsARTICLE VISection 6.1. Effective Date and TermSection 6.2. Cancellation and Expiration of TermARTICLE VIISection 7.1. Consent to Pledge and/or AssignmentSection 7.2. Pledge, Assignment or Security InterestSection 7.3. AssignmentARTICLE VIIISection 8.1. SuccessorsSection 8.2. Parties in Interes

6、tSection 8.3. SeverabilitySection 8.4. No Personal Liability of Officials of the CitySection 8.5. CounterpartsSection 8.6. Governing LawSection 8.7. NoticesSection 8.8. AmendmentsSection 8.9. Net AgreementSection 8.10. Benefit of Assignee or PledgesSection 8.11. IntegrationSection 8.12. DisputesSect

7、ion 8.13. ArbitrationTHIS CREDIT ENHANCEMENT AGREEMENT dated as of _,_,_(M/D/Y), between the AAA, _ (the City), a municipal body corporate and politic and a political subdivision of the State of _, and BBB Corporation (the Developer), a _(ADDRESS) corporation with a place of business in Bath, _(ADDR

8、ESS) .WITNESSETH THAT WHEREAS, the City designated The BBB Municipal Development and Tax Increment Financing District #1 and The BBB Municipal Development and Tax Increment Financing District #2 (the Districts) pursuant to Chapter 207 of Title 30-A of the _(ADDRESS) Revised Statutes, as amended, by

9、action of the City Council at a City Council Meeting held on _,_,_(M/D/Y) (the Vote) and pursuant to the same Vote adopted a development program and financial plan for the Districts (the Development Program); andWHEREAS, the _(ADDRESS) Department of Economic and Community Development has reviewed an

10、d accepted the District and the Development Program effective _,_,_(M/D/Y); andWHEREAS, the Development Program contemplates the execution and delivery of a credit enhancement agreement between the City and the Developer; andWHEREAS, the City and the Developer desire and intend that this Credit Enha

11、ncement Agreement be and constitute the credit enhancement agreement contemplated by and described in the Development Program;NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows:ARTICLE IDEF

12、INITIONS: INTERPRETATIONSSECTION 1.1. DEFINITIONS. The terms defined in this Article I shall, for all purposes of this Agreement, have the meanings herein specified, unless the context clearly requires otherwise:Agreement shall mean this Credit Enhancement Agreement between the City and the Develope

13、r.Captured Assessed Value shall mean the valuation amount by which the then current assessed value of the Districts exceeds the Original Assessed Value of the Districts.City means the AAA, _(ADDRESS), a municipality duly organized and existing under the laws of the State of _(ADDRESS).City Share mea

14、ns (a) all of the Retained Tax Increment Revenues other than the Developer Share thereof plus (b) all interest and earnings on all of the Retained Tax Increment Revenues, except as provided in Section 3.1(e) hereof.Developer means BBB Corporation, a _(ADDRESS) corporation with a place of business in

15、 Bath, _(ADDRESS).Development Program means the development program for the District as adopted by the Bath City Council at a Meeting held on _,_,_(M/D/Y).Development Program Fund means the development program fund described in the Financial Plan section of the Development Program and established an

16、d maintained pursuant to Article II hereof.Developer Share means (a) 100% of the Real Property Increment with respect to the Land Level Facility and 50% of the Real Property Increment with respect to the Existing Facility and 50% of the Personal Property Increment with respect to the Land Level Faci

17、lity and 50% of the Personal Property Increment with respect to the Existing Facility, for each of the twenty-five years of the term of this Agreement (commencing with the year _ Tax Year) of the Retained Tax Increment Revenues, provided, however, that such percentages shall be reduced to the follow

18、ing amounts at such time that the aggregate amount of payments by the City to the Developer during the term of this Agreement and pursuant to this Agreement equal $ _; 100% of the Real Property Increment with respect to the Land Level Facility with respect to assessed value equal to the assessed val

19、ue of Land Level Facility (District #1) real property as of _,_,_(M/D/Y); 35% of the Real Property Increment with respect to the Land Level Facility with respect to assessed value of real property in excess of the assessed value of Land Level Facility (District #1) real property as of _,_,_(M/D/Y);

20、35% of the Personal Property Increment with respect to the Land Level Facility; 35% of the Real Property Increment with respect to the Existing Facility; and 35% of the Personal Property Increment with respect to the Existing Facility.In the event that the Tax Shift Formulas are changed and as a res

21、ult the Citys Tax Shift amount is decreased by reason of inclusion in the Citys valuation for purposes of the Tax Shift Formulas of any portion of the Captured Assessed Value with respect to which the Developers Share is determined hereunder, then, commencing with the later of (a) the _ Fiscal Year

22、or (b) the Fiscal Year in which the Tax Shift Formulas are changed, the Developer Share shall be reduced by an amount equal to 50% of the difference, calculated solely with respect to the Developer Share of the Retained Tax Increment, between (a) the Tax Shift as determined using the method set fort

23、h in the current Tax Shift Formulas and (b) the Tax Shift as properly determined using the then effective State laws relating to state aid to education, revenue sharing and county tax; any reduction under this paragraph shall be calculated annually and applied to reduce the payments of the Developer

24、 Share on the next scheduled payment date herein following such calculation.A change in the Tax Shift resulting other than from including Captured Assessed Value in the Citys valuation shall not result in a reduction of the Developers Share.Anything in this Agreement to the contrary notwithstanding,

25、 for purposes of calculating the Developers Share, the platform for the Land Level Transfer System (the concrete pad, filled land and pilings supporting the structures thereon) shall be included within the real property increment of the Land Level Facility.District(s) means the BBB Corporation Munic

26、ipal Development and Tax Increment Financing District #1 (District #1) and The BBB Municipal Development and Tax Increment Financing District #2 (District #2) designated by the City pursuant to Chapter 207 of Title 30-A of the _(ADDRESS) Revised Statutes, as amended, by vote at City Council Meeting

27、held on _,_,_(M,D,Y), which Districts shall include the Existing Facility and the Land Level Facility.Effective Date means _,_,_(M/D/Y).Existing Facility means the Property consisting of the existing shipbuilding facility of the Developer, located on the parcel shown on Tax _,_(M,D) as Parcel 142 wi

28、thin District #2, including all land, buildings, and all personal property located on such parcel as of _,_(M,D) each year subject to City ad valorem taxes together with all improvements or additions thereto within the existing geographic boundaries of such facility, all as currently depicted on Exh

29、ibit A hereto.Financial Plan means the financial plan described in the Financial Plan Section of the Development Program.Fiscal Year means _,_(M/D) to _,_(M/D) of each year or such other fiscal year as the City may from time to time establish; for purposes of this Agreement, the Fiscal Year _ means the Fiscal Year commencing _,_,_(M/D/Y) and ending _,_,_(M/D/Y) and the Fiscal Year _$ means the Fiscal Year commencing _,_,_(M/D/Y) and ending _,_,_(M/D/Y).Land Level Facility means the land level facility to be constructed in District #1 by the Developer adjacent to the Existing Facility,