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1、编号： _Credit Enhancement Agreement甲方： _乙方： _签订日期： _年_月_日第1页共23页CREDIT ENHANCEMENT AGREEMENT betweenAAA, _(ADDRESS) and BBBCORPORATION Dated as of _,_,_(M/D/Y) .TABLE OF CONTENTSARTICLE ISection 1.1. DefinitionsSection 1.2. Interpretation and ConstructionSection 1.3. Development ProgramSection 1.4. Co
2、mpletionSection 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 PaymentsSection 3.2. Failure to Ma
3、ke 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 InterestSection 4.3. Further Instrum
4、entsSection 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 Expenses第2页共23页Section 5.5. Tax LawsARTICLE VISectio
5、n 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 InterestSection 8.3. Severabi
6、litySection 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. DisputesSection 8.13. ArbitrationT
7、HIS CREDIT ENHANCEMENT AGREEMENT dated as of_,_,_(M/D/Y), between the AAA, _ (the City), amunicipal body corporate and politic and a political subdivision of the State of_, and BBB Corporation(theDeveloper),a _(ADDRESS)corporationwith a place of business in Bath, _(ADDRESS) .WITNESSETH THATWHEREAS,
8、the City designated The BBB Municipal Development and Tax IncrementFinancingDistrict#1 and The BBB MunicipalDevelopment and Tax IncrementFinancingDistrict #2 (the Districts) pursuant to Chapter 207 of Title 30-A of the_(ADDRESS) Revised Statutes, as amended, by action of the City Council ata City Co
9、uncil Meeting held on _,_,_(M/D/Y) (the Vote)and pursuant to the same Vote adopted a development programand financial plan for第3页共23页the Districts (the Development Program); andWHEREAS, the _(ADDRESS) Department of Economic and CommunityDevelopment has reviewed and accepted the District and the Deve
10、lopment Programeffective _,_,_(M/D/Y); andWHEREAS, the Development Program contemplates the execution and delivery of acredit enhancement agreement between the City and the Developer; andWHEREAS, the City and the Developer desire and intend that this CreditEnhancement Agreement be and constitute the
11、 credit enhancement agreementcontemplated by and described in the Development Program;NOW, THEREFORE, in consideration of the foregoing and in consideration of themutual promises and covenantsset forthherein,the partieshereby agree as follows:ARTICLE IDEFINITIONS: INTERPRETATIONSSECTION 1.1. DEFINIT
12、IONS. The terms defined in this Article I shall, for allpurposes ofthisAgreement,have themeanings hereinspecified,unlessthecontextclearly requires otherwise:Agreement shall mean this Credit Enhancement Agreement between the City andthe Developer.Captured Assessed Value shall mean the valuation amoun
13、t by which the thencurrentassessed valueofthe Districtsexceeds the OriginalAssessed Value oftheDistricts.City means the AAA, _(ADDRESS), a municipality duly organized andexisting under the laws of the State of _(ADDRESS).City Share means (a) all of the Retained Tax Increment Revenues other thanthe D
14、eveloperShare thereofplus(b)allinterestand earningson allof the RetainedTax Increment Revenues, except as provided in Section 3.1(e) hereof.Developer means BBB Corporation, a _(ADDRESS) corporation with aplace of business in Bath, _(ADDRESS).DevelopmentProgrammeans the developmentprogram forthe Dist
15、rictas adoptedby the Bath CityCouncilat a Meeting heldon _,_,_(M/D/Y).DevelopmentProgram Fundmeans the developmentprogram fund describedin theFinancial Plan section of the Development Program and established and maintainedpursuant to Article II hereof.Developer Share means (a) 100% of the Real Prope
16、rty Increment with respect第4页共23页to the Land Level Facility and 50% of the Real Property Increment with respect tothe Existing Facility and 50% of the Personal Property Increment with respect tothe Land Level Facilityand 50% of the PersonalProperty Increment withrespect totheExistingFacility,foreach
17、 of thetwenty-fiveyearsof thetermofthisAgreement(commencing withthe year_ Tax Year)ofthe RetainedTax IncrementRevenues,provided,however,thatsuchpercentagesshallbe reduced tothefollowingamountsat such timethattheaggregateamount of payments by theCityto the Developerduringthe term of this Agreement an
18、d pursuant to this Agreement equal $ _; 100%of the RealPropertyIncrementwithrespecttothe Land LevelFacilitywithrespectto assessedvalue equalto the assessed valueof Land Level Facility (District#1)realpropertyas of_,_,_(M/D/Y);35% oftheRealPropertyIncrement with respect to the Land Level Facility wit
19、h respect to assessed valueof real property in excess of the assessed value of Land Level Facility (District#1) real property as of _,_,_(M/D/Y); 35% of the PersonalPropertyIncrementwithrespecttothe Land LevelFacility;35%oftheRealPropertyIncrement with respect to the Existing Facility; and 35% of th
20、e Personal PropertyIncrement with respect to the Existing Facility.In theeventthattheTaxShiftFormulasare changed andas a resulttheCitysTax Shift amount is decreased by reason of inclusion in the Citys valuation forpurposes of the Tax Shift Formulas of any portion of the Captured Assessed Valuewith r
21、espect to which the Developers Share is determined hereunder, then,commencing with the later of (a) the _ Fiscal Year or (b) the Fiscal Yearin which the Tax Shift Formulas are changed, the Developer Share shall be reducedby an amount equal to 50% of the difference, calculated solely with respect to
22、theDeveloper Share of the Retained Tax Increment, between (a) the Tax Shift asdeterminedusingthemethod setforthinthecurrent Tax ShiftFormulasand (b) theTax Shift as properly determined using the then effective State laws relating tostate aid to education, revenue sharing and county tax; any reductio
23、n under thisparagraph shall be calculated annually and applied to reduce the payments of theDeveloperShare on the next scheduledpayment datehereinfollowingsuch calculation.A change intheTax ShiftresultingotherthanfromincludingCapturedAssessedValue in the Citys valuation shall not result in a reducti
24、on of the DevelopersShare.Anything in this Agreement to the contrary notwithstanding, for purposes of第5页共23页calculatingtheDevelopersShare,theplatformfortheLand LevelTransferSystem(theconcretepad,filledlandand pilingssupportingthestructuresthereon)shallbe included within the real property increment o
25、f the Land Level Facility.District(s)means theBBBCorporationMunicipalDevelopmentand Tax IncrementFinancing District #1 (District #1) and The BBB Municipal Development and TaxIncrementFinancingDistrict#2 (District#2)designated by theCity pursuanttoChapter 207 of Title 30-A of the _(ADDRESS) Revised S
26、tatutes, as amended,by vote atCityCouncilMeeting heldon _,_,_(M,D,Y),whichDistricts shall include the Existing Facility and the Land Level Facility.Effective Date means _,_,_(M/D/Y).ExistingFacilitymeans the Propertyconsistingofthe existingshipbuildingfacility of the Developer, located on the parcel
27、 shown on Tax_,_(M,D) as Parcel 142 within 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 withallimprovementsor additionstheretowithintheexistinggeographicboundariesofsuch facility, all as
28、currently depicted on Exhibit A hereto.Financial Plan means the financial plan described in the Financial PlanSection of the Development Program.Fiscal Year means _,_(M/D) to _,_(M/D) of eachyear or such other fiscal year as the City may from time to time establish; forpurposes of this Agreement, th
29、e Fiscal Year _ means the Fiscal Yearcommencing _,_,_(M/D/Y) and ending_,_,_(M/D/Y) and the Fiscal Year _$ means theFiscal Year commencing _,_,_(M/D/Y) and ending_,_,_(M/D/Y).LandLevelFacilitymeans theland levelfacilitytobe constructedinDistrict#1 by the Developer adjacent to the Existing Facility,
30、together with all land,buildings, personal property located on such adjacent land as of April 1 of eachyear subject to City ad valorem taxes together with all improvements or additionsthereto as depicted on Exhibit B hereto.OriginalAssessed Valuemeans $ _,theassessed valueoftheDistrictsas of _,_,_(M
31、/D/Y) as the same may be adjusted from timeto time in accordance with Section 3.7 hereof.第6页共23页Personal Property Increment means that portion of the Tax Incrementattributableto increasesin personalpropertyvaluationswithrespecttopersonalproperty located in the Districts.Project means the design, pla
32、nning, development, acquisition, constructionand operation of the Land Level Facility and other BBB Corporation improvementswithin the Districts as described in the Development Program.ProjectCost Accountmeans the projectcost accountdescribedin the FinancialPlan Section of the Development Program co
33、nsisting of the City Subaccount and theDeveloper Subaccount and established and maintained pursuant to Article II hereofand to provisions of 30-A M.R.S.A.Section 5254(3)(A)(2).Project Costs means project costs as defined in 30-A M.R.S.A.Section 5152(8).Property means all real property and all person
34、al property now or hereafterlocated in the Districts.Property Taxes means any and all ad valorem property taxes levied, chargedor assessed against real or personal property in the Districts by the City, or onits behalf.RealPropertyIncrementmeans thatportionof the Tax Incrementattributableto increase
35、s in real estate valuations with respect to real estate located in theDistricts.Retained Tax Increment Revenues means that portion of the Tax Increment tobe retained by the City and deposited into the Development Program Fund pursuantto the terms of the Development Program and this Agreement.Tax Inc
36、rementmeans the realand personalpropertytaxes exclusiveof any state,countryor specialdistricttax,assessed by the Cityon the capturedassessed valueof property within the Districts, which Tax Increment shall consist of the RealProperty Increment and the Personal Property Increment.Tax Payment Datemean
37、s the date(s)on which propertytaxesleviedby the Cityare due and payable from owners of property located within the City.Tax Shiftmeans the decrease in county tax payableby the Cityand the increasesin State aid for education and revenue sharing in all three cases resulting fromthe exclusion of Captur
38、ed Assessed Value from the Citys valuation in calculating such amounts of county tax, State aid to education and revenue sharing under the current Tax Shift Formulas.第7页共23页Tax Shift Formulas mean the formulas currently utilized by the State of_(ADDRESS)incalculating(a) the county tax payable inacco
39、rdancewith 30-AM.R.S.A.Section706 and 36 M.R.S.A.Sections305(1),381; (b)themunicipalrevenuesharingdistributionof theLocalGovernment Fund inaccordance with 30-AM.R.S.A.Section5681;and (c)Stateaid to education,includingaid fortotaloperatingcosts,total programcost allocation(taking into account themaxi
40、mumlocalshare orcircuitbreaker) and total debt service cost allocation (taking into account the maximumlocal share or circuit breaker), all as computed in accordance with_(ADDRESS) Department of Education Form ED 261.SECTION 1.2. INTERPRETATION AND CONSTRUCTION. In this Agreement, unless the context otherwise requires:(a) The terms hereby,