1st Amendment to Letter of Credit •
•
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: June 22, 2011
TO: Marva Green
Assistant Clerk
FROM: Pamela G. Hans
Deputy Clerk
At the June. 15, 2011, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Item N6 to accept the proposal from Bank of America for
the extension of the Letter of Credit associated with the Monroe County, Florida Series 2006
Airport Variable Rate Revenue Bonds.
Enclosed are two duplicate originals of the above-mentioned, executed on behalf of
Monroe County, for your handling. Please be sure to return one fully executed original as soon
as possible. Should you have any questions please feel free to contact our office.
cc: County Attorney
File
RECEIVED JUN 3 0 2011
FIRST AMENDMENT
TO
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT
This First Amendment To Letter Of Credit And Reimbursement Agreement (this
"Amendment"), is effective as of June 30, 2011, and is by and between MONROE COUNTY,
FLORIDA (the "Issuer"), a political subdivision of the State of Florida and BANK OF
AMERICA, N.A.(the "Bank"), a national banking association, and relates to the Letter of Credit
and Reimbursement Agreement (the "Original Agreement"), dated as of July 19, 2006, between
the Issuer and the Bank. Terms used herein and not otherwise defined herein have the same
meanings as in the Original Agreement.
1. The Bank extends the Stated Termination Date to October 15, 2014.
2. The following definitions are added to Section 1.01 of the Original Agreement:
"Base Rate" means, for any day, the rate per annum equal to the highest of(i) the Prime
Rate plus one and one-half percent (1.5%), (ii) the Federal Funds Rate plus three percent (3.0%)
and (iii) 7.50%. Any change in the Base Rate due to a change in the Prime Rate or the Federal
Funds Rate shall be effective on the effective date of such change in the Prime Rate or Federal
Funds Rate.
"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York on the
Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such day shall be
the average rate charged to the Bank on such day on such transactions as determined by the
Bank.
"Liquidity Advance Rate" means, with respect to any unreimbursed Tender Advance, a
variable rate of interest equal to (A) from and including the date of such Tender Advance to and
including the date ninety days after the date of such Tender Advance, the Base Rate in effect
from time to time and (B) from and including the date ninety-one days after such Tender
Advance, the Base Rate in effect from time to time plus one percent (1.00%) per annum,
provided further, however, that the Liquidity Advance Rate on any day shall not be less than the
rate of interest borne on such day by any Bonds that are not Series 2006 Bank Bonds nor shall
the Liquidity Advance Rate at any time exceed the maximum lawful rate, and during the
continuance of an Event of Default the Liquidity Advance Rate shall be the Default Rate.
"Prime Rate" shall mean the fluctuating rate of interest established by the Bank from time
to time as its "Prime Rate," whether or not such rate shall be otherwise published. The Prime
Rate is established by the Bank as an index or base rate and; may or may not at any time be the
best or lowest rate charged by the Bank on any loan. If at any time or from time to time the
Prime Rate increases or decreases, then any interest rate hereunder based on the Prime Rate
shall be correspondingly increased or decreased as of the; date of the increase or decrease in the
♦ •
Prime Rate. In the event that the Bank, during, the term hereof, shall abolish or abandon the
practice of establishing a Prime Rate, or should the same become unascertainable, the Bank
shall designate a comparable reference rate, which shall thereafter be deemed to be the Prime
Rate for purposes hereof.
3. Effective as of October 15, 2011, Section 2.02(a) of the Original Agreement is amended
to provide:
"(a) On the 15th day of each October, commencing October 15, 2011 (each, a
"Fee Payment Date"), the Issuer agrees to pay the Bank a Letter of Credit fee
equal to the Applicable Percentage (hereinafter defined) of the Letter of Credit
Fee Calculation Amount on each such date. The Applicable Percentage will
initially be 0.68%, provided that in connection with any Fee Payment Date after
October 15, 2013 the Issuer and the Bank may agree in writing to a different
Applicable Percentage. The Letter of Credit Fee shall be deemed earned when
paid and the Issuer shall be entitled to no refund or rebate of such fee in the event
the Letter of Credit terminates or there is a reduction in the Commitment. Upon
the occurrence of and during the continuation of an Event of Default, the
Applicable Percentage shall be adjusted to 2.00%, and the Issuer shall pay the
Bank the additional Letter of Credit fee within 10 days of written demand
therefore."
4. Effective immediately, Section 2.05 of the Original Agreement is amended to provide:
"Interest on Tender Advances. The Issuer shall pay interest on the outstanding
amount of each Tender Advance from the date of such Tender Advance until such
amount is repaid to the Bank in full, payable monthly, in arrears, on the first
Business Day of each month during the term of each Tender Advance and on the
date such amount is paid in full, at a fluctuating interest rate per annum in effect
from time to time equal to the Liquidity Advance Rate, provided that the unpaid
amount of any Tender Advance which is not paid when due pursuant to Section
2.04 hereof shall bear interest at the Default Rate, payable on demand and on the
date such amount is paid in full. The Issuer shall receive a credit against interest
payments due pursuant to this Section 2.05 in an amount equal to interest
payments received by the Bank with respect to Series 2006 Bonds purchased with
proceeds of Tender Advances.
5. Clauses (n) and (o) are added to Section 5.01 of the Original Agreement,providing:
"(n) Remarketing Agent. If at any time the remarketing agent for the Series 2006
Bonds is not Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
America Securities LLC or another subsidiary of Banc of America Corporation,
then the following will apply:
"Any remarketing agreement with respect to the Series 2006 Bonds shall provide
that(a)the remarketing agent may not resign until a successor remarketing agent
has been appointed and accepted its appointment, (b) the remarketing agent shall
use its best efforts to remarket the Series 2006 Bonds without regard to the
Liquidity Advance Rate, and (c) the remarketing agent shall use its best efforts to
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remarket the Series 2006 Bonds at up to the maximum rate permitted under the
Resolution. If at any time the remarketing agent shall fail to perform its duties the
Issuer shall, at the direction of the Bank, appoint a successor remarketing agent
acceptable to the Bank. The Issuer shall at all times cause a remarketing agent to
be in place, which remarketing agent shall be reasonably acceptable to the Bank
based upon its demonstrated ability over both a long-term and the short-term time
frame to remarket variable rate demand obligations supported by a Bank of
America, N.A. letter of credit rather than allowing a put to the Bank. In the event
that any Series 2006 Bonds are Series 2006 Bank Bonds for more than thirty
consecutive days, then the Bank shall have the right to require the Issuer to
remove the existing remarketing agent and replace it with a new remarketing
agent acceptable to the Bank.
"(o) Fed Eligibility. If any Series 2006 Bonds become Bank Bonds and remain
such for at least 30 days, upon request of the Bank the Issuer will, at its expense,
take all reasonable action within its control to obtain at least one underlying rating
of the Series 2006 Bonds from a nationally recognized rating agency and to obtain
a separate CUSIP number for any Series 2006 Bank Bonds."
6. Upon execution of this Agreement the Issuer will pay the Bank a fee in the
amount of$2,500.00 and will pay the Bank's counsel's fee of$1,000.00.
7. This Amendment may be executed in counterparts.
{{E . �kt..k.amended hereby, the Original Agreement remains in effect.
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�' e t4\i;=','°- MONROE COUNTY,FLORIDA
,2; . L. Kolhage By. /7,14
Tit e. n_lerk of the Circuit Court, Name: eather/arruthers
ex-officio Clerk to the Board of County Title- ayor
Commissioners
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BANK O AME C , /.A.
CO CD Name:
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CO =r Name: Holl . Kuhlman
cry 4-: Title: Senior ice President
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