01. Resolution No. 241-2022 1.
CLERK'S CERTIFICATE AS TO RESOLUTION NO. 241-2022
1,Pamela G. Hancock,Deputy Clerk of the Circuit Court of Monroe County, Florida
and Ex-Officio Deputy Clerk to the Board of County Commissioners (the "County"), DO
HEREBY CERTIFY that attached hereto is a copy of "A RESOLUTION OF 'THE
BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA
ACCEPTING THE PROPOSAL OF PNC BANK, NATIONAL ASSOCIATION TO
PROVIDE THE COUNTY WITH A NON-REVOLVING LINE OF CREDIT OF U11TO
$10,000,000 TO FINANCE AND REFINANCE COSTS RELATED TO ']'HE
CONCOURSE A EXPANSION AT THE KEY WEST INTERNATIONAL, AIRPORT;
APPROVING THE FORM OF A LINE OF CREDIT AGREEMENT WITH PNC BANK,
NATIONAL ASSOCIATION, IN ORDER TO EVIDENCE SUCH LINE OF CRL,"DIT;
APPROVING THE FORM OF A MASTER NOTE TO SECURE DRAWS UNDER THE
LINE OF CREDIT AGREEMENT; PROVIDING A PLEDGE OF THE PROCEEDS OF
CERTAIN GRANTS, A SUBORDINATE PLEDGE OF THE NET REVENUES
DERIVED FROM THE OPERATION OF THE AIRPORT AND CERTAIN OTHER
AVAILABLE MONEYS TO SECURE REPAYMENT OF THE MASTER NOTE;
DELEGATING CERTAIN AUTHORITY TO CERTAIN OFFICIALS OF THE'
COUNTY; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER
DOCUMENTS IN CONNECTION THEREWITH; AND PROVIDING FOR AN
EFFECTIVE DATE FOR THIS RESOLUTION," adopted at a meeting of the Board of
County Commissioners duly called and held on August 17, 2022, at which meeting a
quorum was present and acting throughout, which resolution has been compared by Inc
with the original thereof as recorded in the Minute Book of said County and that said
resolution is a true, complete and correct copy thereof and said resolution has been duly
adopted and has not been further modified, amended or repealed, and is in full 1'orce and
effect on and as of the date hereof in the form attached hereto.
, , IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the County as of the 15th day of September, 2022.
(SEAL)
Kevin Madok, Clerk of the Circuit Court and
Comptroller in and for Monroe County, Florida
and Ex-Officio Clerk to the Board of County
Commissioners of Monroe County, Florida
Pamela G. Hancock, Deputy Clerk
RESOLUTION NO. 241 - 2022
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA
ACCEPTING THE PROPOSAL OF PNC BANK,
NATIONAL ASSOCIATION TO PROVIDE THE COUNTY
WITH A NON-REVOLVING LINE OF CREDIT OF UP TO
$10,000,000 TO FINANCE AND REFINANCE COSTS
RELATED TO THE CONCOURSE A EXPANSION AT THE
KEY WEST INTERNATIONAL AIRPORT; APPROVING
THE FORM OF A LINE OF CREDIT AGREEMENT WITH
PNC BANK, NATIONAL ASSOCIATION, IN ORDER TO
EVIDENCE SUCH LINE OF CREDIT; APPROVING THE
FORM OF A MASTER NOTE TO SECURE DRAWS
UNDER THE LINE OF CREDIT AGREEMENT;
PROVIDING A PLEDGE OF THE PROCEEDS OF
CERTAIN GRANTS, A SUBORDINATE PLEDGE OF THE
NET REVENUES DERIVED FROM THE OPERATION OF
THE AIRPORT AND CERTAIN OTHER AVAILABLE
MONEYS TO SECURE REPAYMENT OF THE MASTER
NOTE; DELEGATING CERTAIN AUTHORITY TO
CERTAIN OFFICIALS OF THE COUNTY; AUTHORIZING
THE EXECUTION AND DELIVERY OF OTHER
DOCUMENTS IN CONNECTION THEREWITH; AND
PROVIDING FOR AN EFFECTIVE DATE FOR THIS
RESOLUTION.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMMISSIONERS OF
MONROE COUNTY, FLORIDA:
SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found
and determined that:
(A) Monroe County, Florida (the "County") is proposing to finance various
capital improvements at the Key West International Airport (the "Airport") in connection
with the Concourse A Expansion (the "Project"), as such Project is more particularly
described in the plans and specifications on file with the County.
(B) A portion of the financing of the Project will be accomplished through the
issuance of the County's Airport Revenue Bonds (Key West International Project), Series
2022 (the "Bonds"), which Bonds will be issued as long-term, fixed rate debt instruments.
(C) The financial advisor for the Airport, Frasca & Associates, LLC (the
"Financial Advisor"), has advised that it is in the best interests of the County to finance a
portion of the Project with the proceeds of a shorter term debt instrument to be payable
from the proceeds of certain grants expected to be received in fiscal years 2026 through
and 'including 2028.
(D) PNC Bank, National Association (the "Noteholder"), has submitted. a
proposal to the County to provide a non-revolving line of credit to finance a portion of the
Project, a copy of which proposal is attached hereto as Exhibit A (the "Proposal").
(E) The County deems it to be in its best interest to accept the Proposal of the
Noteholder to provide it with a non-revolving line of credit (the "Line of Credit") and to
issue its Master Airport Revenue Note (PTNTC Bank, National Association Line of Credit),
Series 2022 (AMT) (the "Master Note")to the Noteholder to secure and evidence the Line
of Credit.
(F) The County and the Noteholder shall enter into a Line of Credit Agreement
(the "Line of Credit Agreement") substantially in the form attached hereto as Exhibit B that
will contain various terms of and provisions for the Line of Credit and the Master Note.
(G) Each Draw (as defined in the Line of Credit Agreement) under the Lille of
Credit shall be secured by and payable from a pledge of and senior lien on the Grant
Proceeds (as defined in the Line of Credit Agreement) and from.a pledge of and junior and
subordinate lien on the Net Revenues and Eligible PFCs derived from the operation of the
Airport, as such terms are defined in the Line of Credit Agreement, all to the extent and in
the manner provided in the Line of Credit Agreement.
(H) The Master Note, when delivered by the County pursuant to the terms of the
Line of Credit Agreement, and the Draws made thereagainst, shall not be or constitute all
indebtedness of the County, the State of Florida or any political subdivision or agency
thereof, within the meaning of any constitutional, statutory or charter limitations of
indebtedness, but shall be solely secured by and payable from a lien on and pledge of the
Grant Proceeds, Net Revenues and Eligible PFCs as provided in the Line of Credit
Agreement and the Noteholder shall never have the right to compel the exercise of the ad
valorem taxing power of the County, or taxation in any form on any property therein to pay
the Draws or the interest thereon.
(1) Due to the potential volatility of the market for obligations such as the Master
Note and the complexity of the transactions relating to the Master Note and the Line of
Credit, it is in the best interest of the County to sell the Master Note by a negotiated sale to
the Noteholder pursuant to the Proposal, the Line of Credit Agreement and the provisions
hereof, rather than at a specified advertised date, thereby permitting the County to obtain
the best possible price, terms and interest rate for the Master Note and the Line of Credit
Agreement.
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SECTION Z. DEFINITIONS. When used in this Resolution, the terms
defined in the Line of Credit Agreement shall have the meanings therein stated, except as
such definitions may be hereinafter amended and defined.
The words "herein," "hereunder," "hereby," "hereto," "hereof," and any similar
terms shall refer to this Resolution.
Words importing the singular number 'include the plural number, and vice versa.
SECTION 3. AUTHORITY FOR THIS RESOLUTION. This Resolution
is adopted pursuant to the provisions of the Act.
SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In
consideration of the purchase and acceptance of the Master Note by the Noteholder, the
provisions of this Resolution shall be a part of the contract of the County with the
Noteholder, and shall be deemed to be and shall constitute a contract between the County
and the Noteholder. The provisions, covenants and agreements herein and in the Line of
Credit Agreement set forth to be performed by or on behalf of the County shall be for the
benefit, protection and security of the Noteholder. The Draws to be made against the
Master Note regardless of the time or times of their issuance or maturity, shall be of equal
rank without preference,priority or distinction of such Draws over any other thereof except
as provided therein or in the Line of Credit Agreement.
SECTION 5. ACCEPTANCE OF PROPOSAL. The County hereby
accepts the Proposal of the Noteholder to provide the County with a non-revolving line of
credit of up to $10,000,000, a.copy of which Proposal is attached hereto as Exhibit A. The
Mayor, the County Administrator, and the Clerk are each hereby authorized to execute and
deliver the Proposal to the Noteholder, all of the terms and provisions of which are hereby
approved and all actions previously taken by the Mayor, the Clerk, the County
Administrator, the Airport Director and other officials and employees of the County and
professionals to the County with respect to the Proposal are hereby ratified and approved.
The interest rate with respect to the Line of Credit is variable and shall be established from
time to time in accordance with the terms of the Proposal and the Line of Credit Agreement.
SECTION 6. APPROVAL OF FORM OF LINE OF CREDIT
AGREEMENT. The repayment of each Draw under the Line of Credit Agreement shall
be pursuant to the terms and provisions of the Line of Credit Agreement and the Resolution.
The terms and provisions of the Line of Credit Agreement in substantially the form
attached hereto as Exhibit B are hereby approved, with such changes, insertions and
additions as the Mayor and the Clerk may approve;provided, however, such Line of Credit
may not exceed $10,000,000. The County hereby authorizes the Mayor to execute and
deliver, and the Clerk to attest and affix the County seal to, the Line of Credit Agreement
substantially in the form attached hereto as Exhibit B, with such changes, insertions and
additions as they may approve, their execution thereof being evidence of such approval.
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The County hereby authorizes the Mayor to execute and deliver, and the Clerk to attest and
affix the County seal to any -instruments necessary to or required to establish or evidence
the security provided for in the Line of Credit Agreement.
SECTION 7. SECURITY FOR.THE MASTER NOTE. The Master Note,
when delivered by the County pursuant to the terms of the Line of Credit Agreement, and
the Draws made thereagamist, shall not be or constitute an indebtedness of the County, the
State of Florida or any political subdivision or agency thereof, within the meaning of any
constitutional, statutory or charter limitations of 'indebtedness, but shall be solely secured
by and payable from a lien on and pledge of the Grant Proceeds,Net Revenues and Eligible
PFCs, in the manner and to the extent provided in the Line of Credit Agreement. The
Noteholder shall never have the right to compel the exercise of the ad valorem taxing power
of the County, or taxation in any form on any property therein to pay the Draws or the
interest thereon. The Draws and the Master Note are special and limited obligations solely
payable as to principal and interest from the Grant Proceeds, Net Revenues and Eligible
PFCs.
SECTION 8. APPROVAL OF MASTER NOTE. In order to evidence and
secure Draws under the Line of Credit Agreement, it is necessary to provide for the
execution and delivery of the Master Note. The Mayor is authorized to execute and deliver,
and the Clerk is authorized to attest and affix the seal to, the Master Note substantially in
the form attached to the Line of Credit Agreement as Exhibit 13, with such changes,
insertions and additions as they may approve, their execution thereof being evidence of
such approval. The Clerk is hereby designated the registrar and paying agent for the Master
Note. The Clerk shall keep adequate books and records to identify the holder of the Master
Note.
SECTION 9. DRAWS TO BE MADE BY CERTAIN AUTHORIZED
OFFICERS. Any Authorized Officer is authorized to make Draws under the Line of
Credit Agreement pursuant to the terms and provisions of the Line of Credit Agreement
and to execute such Draw Requests that are required by the Noteholder;provided, however,
the following must be satisfied prior to any such Draw being made:
(A) the interest rate on the Draw must equal the Interest Rate (as determined in
accordance with the Line of Credit Agreement);
(13) the principal amount of the Draw, together with all other Draws previously
or simultaneously made under the Line of Credit Agreement, does not exceed$10,000,000;
(C) the proceeds of the Draw are scheduled to be applied to finance or refinance
Costs of the Project, as more particularly described in the Line of Credit Agreement;
(D) no Event of Default shall have occurred and be continuing under the Line of
Credit Agreement; and
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(E) all other conditions required under the Line of Credit Agreement for making
a Draw have been satisfied.
SECTION 10. GENERAL AUTHORIZATION. The Mayor, the Clerk,the
County Administrator and the Airport Director are authorized to execute and deliver such
documents, instruments and contracts, whether or not expressly contemplated hereby, and
the County Attorney, Bond Counsel, the Financial Advisor and other employees or agents
of the County are hereby authorized and directed to do all acts and things required hereby
or thereby as may be necessary for the full, punctual and complete performance of all the
terms, covenants, provisions and agreements herein and therein contained, or as otherwise
may be necessary or desirable to effectuate the purpose and intent of this Resolution.
SECTION 11. REPEAL OF INCONSISTENT DOCUMENTS. All prior
ordinances, resolutions or parts thereof in conflict herewith are hereby superseded and
repealed to the extent of such conflict.
SECTION 12. EFFECTIVE DATE. This Resolution shall take effect
immediately upon its adoption.
PASSED AND ADOPTED by the Board of County Commissioners of Monroe
County,Florida, at a regular meeting of said Board held on the 17th day of August 2022.
Mayor David Rice Yes
Mayor Pro Tem Craig Cates Yes
Commissioner Michelle Coldiron Yes
U'
Commissioner James K. Scholl Yes
Commissioner Holly Raschein Yes
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY,FLORIDA
Attest: Kevin Madok, Clerk
By: vk�-Wvnmo'— By: 110y�
c e k Mayor
, As Vep-uty d r
LL-
L) C%L-
N130E COUNTY ATTOnNEY
0 A VE FORM
R9PO
ASSISI OMUNTY ATMiRNEY
T252Date-
5
EXHIBIT A
PROPOSAL OF PING BANK, NATIONAL, ASSOCIATION
PNC BANK, NATIONAL ASSOCIATION
Preliminary Summary ofTerms and Conditions for Loan Facilities
Monroe County, Florida
July 25, 2022
lQAx'EXEMPT CONVERTIBLE DRAW-DOWN LINE OFCREDIT
This Term Sheet is not a commitment or an offer to lend and does not create any obligation on the part of the Bank or any affiliate
thereof. Neither the Bank nor any affiliate thereotwill be deemed to have extended any commitment to the Borrower unless and until
afvrma| commitment letter is issued and has been oxovuted, do||v*eU and accepted-This outline is only a brief description of the
principal terms of suggested loan facilities and is intended for discussion purposes only.
This Term Sheet io delivered b you on the understanding that any nf the terms nf substance hereunder shall not ho disclosed,directly
or indirectly,to any other person except your officers,agents and advisors who are directly involved in the consideration of this matter
unless required to do so by applicable law or prior written consent has been given by the Bank.
|. PAencs
BonnowEm: Monroe County,Florida(the^8omyme/)
exwx: PNCBank. National Association(^PNC^' or the^BanW').
!\. CREDIT FACILITY,SECURITY AND FINANCING DOCUMENTS
CREDIT FACILITY: PNC will provide a Tax-Exempt Variable Rate Draw-Down Convertible Line of Credit(the"Credit
Facility')pursuant to which the Bank will make loans to the Borrower(the"Loans").
COMMITMENT AMOUNT: Up1o$1O.O0O.080
PuRposs: The proceeds of the Loans under the Credit Facility may be used for interim financing at the Key
West International Airport Concourse A Expansion(the^Pu8ect^).
MATURITY DATE: Six (0)years from the Closing Date.
DRAW DOWN PERIOD: Draws under the Credit Facility may be advanced during the Drew Down Period on e non-
revolving basis. As a condition of each Uraw, e representation of the Borrower is required that
neither an Event of Default or Determination of Taxability shall have occurred. The Draw Down
Period nhu|l be the period from the Closing Date until 30 months from the Closing Do^o (the
"Conversion Date"). During the Draw Down Period, the Borrower shall he required to make
quarterly interest payments and quarterly payments of the Unutilized Fee as described below.
CONVERSION DATE: Shall occur 3Omonths after the Closing Date.On the close o[business on the Conversion Da\e.
the BanKa obligation to advance funds under the Credit Facility shall terminate. Outstanding
draws under the Credit Facility will convert toa term loan.
REPAYMENT PERIOD: The Repayment Period shall be the period from the Conversion Date through the Maturity Date.
During the Repayment Period. the term loan shall pay quarterlyinterest and quarterly principal
payments from funds automatically swept from the Grant Receipts Account held a| PNC as
described further below.Any remaining unpaid principal shall be due and payable upon maturity.
GnawrRsus/pro
Acnouwr: The Borrower shall establish with PNC the Grant Receipts Account whereby all A|PEntitlement
Grants for FY2026 through FY2028,the FY2026 BIL Entitlement Grant,and any BIL Discretionary
Grants shall be deposited so long as the Credit Facility remains outstanding. Borrower shall
pledge the restricted account 8zPNCee security for the Credit Facility.
MONROE COUNTY,FLORIDA
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During the Draw Down Period, the Borrower may direct the Bank to apply funds in the Grant
Receipts Account toward the payment of quarterly interest payments and UnuU|izad Fee
payments.During the Repayment Period,the Grant Receipts Account will bu automatically swept
on a quarterly basis to satisfy accrued interest payments Concurrently with the interest
payments,any remaining balance will be swept to apply to principal reduction of the term loan. If
quarterly obligations are not satisfied with funds in the Grant Receipts Account, it is expected that
the Borrower will make payment from Airport Net Revenues,
Sezun/rv: The Credit Facility will be secured by: 1)a first and exclusive lien on the FY2026 through FY2028
A|P Entitlement Grants, the Fl2020 B|L Entitlement Grants, and any B|L Discretionary Grants,
and 2}asecond lien on the Net Revenues of the Key West International Airport(the "Airport")
and eligible Passenger Facility Charges(PFCn^).
F/mxmc/ms
Oocuwswn^nom: The Credit Facility ohu|| include standard conditions precedent to purchase and o|os|ng,
representations and wmrnonUas, indamniUas, uuvanants, events of default and remedies- The
Note, the Loan Agreement, the Bond Resolution, the Supplemental Roon|ubon, and the other
documents required for closing are herein collectively referred to as the"Financing Doculnents."
CLOSING DATE: The closing date is expected to occur in September 2022 (the ^Qnmng Date"), and shall be
subject to the satisfaction of the conditions pe^oU*nt set forth in ,he Credit Facility and the
conditions precedent described herein.
|||. INTEREST RATES AND OTHER KEY PROVISIONS
NBQTAx-EXcmPr
VARIABLE INTEREST RATE: Outstanding Draws during the Draw Down Period and the outstanding Term Loan during the
Repayment Period shall bear interest at a tax exempt per annum rate of interest equal to the surn
of(i)7SY6 times One Month Term SnFR and (ii)the Applicable Spread of0.73%.
|mrsmsnr: The variable rates outlined above are reset monthly. The Interest Payments shall be made onn
quarterly basis based on the outstanding balances. Computations nf interest shall becalculated
onenaobe|B0O day basis,
UwonuzsuFse: During the Draw Down Period, the Borrower shall pay anunuU|izod fee k`the Bank quarterly in
arrears on the last day of each calendar quarter in an arnount equal to the product of (i) 0.12%
per annum and (ii) the difference between the amount of the Credit Facility and the amount
advanced by the Bank for each day in the term of the Credit Facility. The Unuti||zed Fee shall b*
calculated based upon a year of 360 days and the actual number of days elapsed.
The Loans under the Credit Facility shall bear interest at the Variable Interest Rate so long as no
Event of Default has occurred.
DnAws: Minimum draw amounts are$1O0.O8O and in denominations of$10.000theeaRor.
|moexFLoon: |n the event that SOFR or any successor index at any time would be determined less than 0.0%,
such Index rate shall be deemed N bo0.0%
SOFRREpu^osmswr: |f8OFRisno longer evaiab|e.the Financing Documents will contain provisions 10 replace 8(}FR
in such circumstances with an e|k*mo1e benchmark index together with certain related
adjustments,and permit conforming changes relating iu such replacement.
DEFAULT RATE: The Default Rate equals the greatest of(I)the PNC Prime Rate plus 3.0%; (ii)the Overnight Bank
Funding Rate plus 0.5Y6; and (iii)T.O%.
EVENT opTxxxeunY: |n the event o determination uf taxability shall occur due Voaction (or inaction) caused by the
Borrower, in addition to the amounts required to be paid with respect to any Tax Exempt Loans,
the Borrower shall be obligated to pay to the Bank an amount equal to the positive difference, if
any, between the amount of interest that would have been paid during the period of taxability if
the Loans had borne interest at a taxable rate and the interest actually received by the Bank with
respect uz the Loans.
|V. OTHER FEES AND EXPENSES
CoM:mrwswrICLomwoFse: VVeiwod
Pmspx,wewr: Prepayable without penalty and the Nu\o can be omno*|iod at any time after the iniUu| year
providing all outstanding principal and oocm*d interest is paid in full.
ExpEmuso: All expenses incurred by the Benk, including security intaresta, if applicable, and audit and
manpnah|n legal ieam (inside and outside), and any other expenses in nannnanro to structuring,
documnndng, o|osinO, monitoring or enforcing the Financing Dnnumonts, if applicable, shall be
for the account of the Borrower and payable at closing and otherwise on demand. Subject ma
conflict waiver granted by the County,the Bank prefers to utilize Bryant Miller Olive PA as Bank
Counsel, Bank Counsel legal fees(review-only/no opinion)will not exceed$12,500 if awarded
the bank loan.All expenses(including counsel fees)shall be paid by the Borrower regardless of
whether the transaction isclosed.
All fees and expenses,including those of Bank counsel,are subject to increase if the transaction
is not closed within 90 days from the date the Bank receives the mandate from the Borrower. In
addition,the fees and expenses payable to Bank counsel may be increased if the security and/or
structure of the transaction changes materially once documentation has commenced.
V. F/wxmcmLINeoxnvsCovswxwrs
AND FINANCIAL RepoRnwG Affirmative and negative covenants, including the financial covenants and nopou\nO covenants
listed below,will be specified by the Bank for inclusion in the Financing Documents. Covenants
are expected to include but may not be limited to (a)limitation on sale of assets-, (b)limitation on
additional indebtedness,liens and leases'(o)|imio4innoo loans and advances and(d)|im|tg|ons
onam°ndmen�knthe Financing Documents.
p/m«womL Cowswxmra:
* Rate Covenant per the Bond Resolution.
° Additional bonds tests per the Bond Resolution.
F/mAwcmL Rspomnwe:
° Annual audited financial statements for the Borrower within 210 days offiscal year end,
= Covenant Compliance and No [vent of Default certification signed by the Chief
Executive Officer or Chief Financial Officer of the Borrower, which shall be submitted
simultaneously with annual audit requirement stated above.
° Annual budget of the Borrower and its affiliates due within 30 days of fiscal year-end.
" Such other financial information oe requested by the Bank.
N. Cowmnoms
PRECEDENT roCLOSING The Financing Documents shall include conditions precedent customary for transactions of this
nature including,without limitation,the following:
Documentation satisfactory to Bank Counsel-, delivery of enforceability and approving opinions-,
authorizing resolutions (which may be an existing authorizing resolution); financial statements
nnrt|fioo1\on of representations and warranties', and certification as to no default or event ui
default, It is assumed thatfuture draws ofthe Credit Facility will not be consideFed new issuances
for tax purposes, If this is normut, subsequent opinions will not be required for each draw, If
MONROE COUNTY,FLORIDA
0FN����
3
future draws are deemed to be new issuances for tax purposes, opinions will be required and
additional fees paid by the Borrower may apply.
N|. EVENTS orDEFAULT/
RsMsoss: The Credit Facility ahoU include events of default customary for transactions of this nature,
including, without limitation: payment defauh, covenant dnfauUs, breach of mpmn*n|aUons,
invalidity or repudiation of any Financing Document or any material provision thereof,judgment
defauk, bankruptcy o,insolvency,and pension plan defaults.
Upon the occurrence of an Event nfDefault, in addition to all other customary mmedios, all
payment obligations shall bear interest at the Default Rate.
VUi CHOICE op LAW/JURY TRIAL/
OTHER PROVISIONS
GOVERNING LAW-. The Credit Faoi|ity, and any other documents to which the Bank shall become e party will be
governed by the laws n[the State o[Florida.
USA PATRIOT ACT Nonce: Pursuant to the requirements nf the USA PATRIOT Act (Title III of Pub, 10750). the Bank is
required to obtain,verify and record information that identifies the Borrower and,potentially,other
loan partios, which information may include, without limitation, the name and address of the
Borrower and any such loan parties and other information that will allow the Bank to identify the
Borrower and other loan parties|n accordance with the USA PATRIOT Act,
Tmxc To the extent permitted by law,the parties to the Credit Facility agree to waive a jury trial in any
proceeding including the Bank.
TRAwoFeRn0\ua/emmEmna: While the Bank is providing the Credit Facility for its own account without a present intent to
transfer them,the Bank reserves the right in its sole discretion to assign,sell,pledge or participate
interests in the Credit Facility without the consent of the Borrower.
ADDITIONAL TERMS: The terms and conditions contained in this proposal are not intended to be comprehensive. The
definitive Financing Documents may include additional terms and conditions required by the
Bank,subject Vx mutual agreement of the parties,which are not included herein.
No ADVISORY on
FIDUCIARY ROLE: The Borrower acknowledges and agrees that: (I) the Bank has not assumed any advisory or
fiduciary responsibility to the Borrower with respect to the transaction contemplated hereby and
the discussions, undertakings and pmooduma leading thereto(irrespective of whether the Bank
or any ofits affiliates has provided other services or is currently providing other services to the
Borrower on other matters); (!I)the only obligations the Bank has to the Borrower with respect to
the transaction contemplated hereby are expressly set forth in this term sheet-, and (8|) the
Borrower has consulted its own legal,accounting,tax,financial and other advisors,as applicable,
\o the extent|t has deemed appropriate.
MONROE COUNTY, FLORIDA
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AGREEMENT av THE BORROWER:
The Borrower hereby desires to engage the Bank in the origination of the Credit Facility
pursuant tothe terms and conditions stated herein.
Recognizing that this Tonn Sheet is non-binding on the Dank un|nno and until a
commitment is isauod, please evidence your interest in proceeding nn the foregoing
terms and conditions by signing and returning a copy of the document to the Bank on or
prior to August 12. 2022 at which point the Bank will continue with duo diligence and
credit underwriting for the foregoing transaction.
Aoospreo AND AGREED TO:
n0ownos COUNTY,FLORIDA
By�
Prin(Namoi
Title:
uun,:
MONROE COUNTY,FLORIDA
6
EXHIBIT B
FORM OF LINE OF CREDIT AGREEMENT
LINE OF CREDIT AGREEMENT
BETWEEN
MONROE COUNTY,FLORIDA
AND
PNC BANK, NATIONAL ASSOCIATION
Dated as of September_ , 2022
TABLE OF CONTENTS
pag—e
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS.... ............ ....._.................... ............................ 2
SECTION 1.02. INTERPRETATION..................................................... .............. 7
SECTION 1.03. TITLES AND HEADINGS ..................__.......... .................. ........... 7
ARTICLE 11
REPRESENTATIONS, WARRANTIES AND COVENANTS; SECURITY FOR
NOTES
SECTION 2.01. REPRESENTATIONS BY THE COUNTY......................................9
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE NOTEHOLDER................................. tO
SECTION 2.03. PROVISION OF CERTAIN FINANCIAL INFORMATION ........ 10
SECTION 2.04. MASTER NOTE AND DRAWS NOT TO BE
INDEBTEDNESS OF THE COUNTY OR STATE.................. 10
SECTION 2.05. GRANT PROCEEDS ACCOUNT; PAYMENT COVENANT...... I I
SECTION 2,06. RATE COVENANT. ................ .......... ...............__...... ......... ...... 12
SECTION 2.07, ADDITIONAL INDEBTEDNESS ...... ........ ............................. .... 12
SECTION 2.08 OTHER COVENANTS .............. ................. .................................. 12
ARTICLE III
DESCRIPTION OF MASTER NOTE AND DRAWS; PAYMENT TERMS,-
OPTIONAL PREPAYMENT; INTEREST RATE REPLACEMENT;
DETERMINATION OF TAXABILITY
SECTION 3.01. DESCRIPTION OF THE MASTER NOTE AND DRAWS........... 14
SECTION 3.02. OPTIONAL PREPAYMENT; MANDATORY
PREPAYMENT.......................................................................... 16
SECTION 3.03. INTEREST RATE REPLACEMENT PROVISIONS..................... 16
SECTION 3.04. DETERMINATION OF TAXABILITY ......................................... 17
ARTICLE IV
CONDITIONS FOR DRAWS
SECTION 4.01. CONDITIONS FOR DRAWS ......................................................... 19
ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT............................. ........................... ...21
SECTION 5.02. REMEDIES............. .................. ................. ...................................22
i
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO
THIS AGREEMENT.....................................................-.-......23
SECTION 6.02. COUNTERPARTS...--.................... .......-.....................-.......23
SECTION 6.03. SEVERABILITY............................. ............................ ......23
SECTION 6.04. TERM OF AGREEMENT................ .......---...........---.........--23
SECTION 6.05. NOTICE OF CHANGES IN FACT............... ....... ..............-....23
SECTION 6.06. NOTICES........................... .........................--.....-.............. .........24
SECTION 6.07. APPLICABLE LAW..................---....................................... ........24
SECTION 6.08. INCORPORATION BY REFERENCE.................................... ......24
SECTION 6.09. ASSIGNMENT.................... .............-................................. ....24
SECTION 6.10. WAIVER OF JURY TRIAL; APPLICABLE LAW AND
JURISDICTION ... ......................... ................................ ........-24
SECTION 6.11. USA PATRIOT ACT COMPLIANCE NOTIFICATION...............25
SECTION 6.12. NO ADVISORY OR FIDUCIARY ROLE......... .....--...................25
SECTION 6.13, BUSINESS DAYS................. ...... ................ ........ ....... .....--26
EXHIBITS
A - FORM OF DRAW CERTIFICATE
B - FORM OF MASTER NOTE
C - FORM OF DRAW REQUEST
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This LINE OF CREDIT AGREEMENT (this "Agreement") is made and entered
into as of September _, 2022, by and between MONROE COUNTY, FLORIDA, a
political subdivision of the State of Florida duly organized and validly existing under the
laws of the State of Florida, and its successors and assigns (the "County"), and PNC
BANK,NATIONAL ASSOCIATION,a national banking association duly organized and
validly existing under the laws of the United States of America and authorized to do
business in the State of Florida, and its successors and assigns (the "Noteholder");
WITNESSETH:
WHEREAS, the County has determined to acquire, construct and equip various
capital improvements at the Key West International Airport in connection with the
Concourse A Expansion, as more particularly described in the plans and specifications on
file with the County(the "Project"),
WHEREAS, there is a need by the County to finance a portion of the Costs (as
defined herein) of the Project with a shorter-term debt instrument secured by, among other
sources of security, proceeds of certain anticipated grants;
WHEREAS, the County is authorized by the provisions of Chapter 125, Florida
Statutes, and other applicable provisions of law (the "Act")to, among other things, borrow
money to finance and refinance Costs of the Project;
WHEREAS, the Noteholder is willing to make available to the County, and the
County is willing to enter into, a non-revolving line of credit arrangement pursuant to the
terms and provisions of this Agreement in an aggregate principal amount of not exceeding
$10,000,000 (unless such not to exceed amount is subsequently reduced by a written
amendment hereto pursuant to Section 6.01 hereof) under which the County may draw
moneys from time to time to finance or refinance Costs of the Project; and
WHEREAS, any indebtedness incurred by the County pursuant to the terms of this
Agreement shall not be or constitute an indebtedness of the County, the State of Florida or
any political subdivision or agency thereof, within the meaning of any constitutional,
statutory or charter limitations of indebtedness, but shall be solely secured by and payable
from the Grant Proceeds, Net Revenues and Eligible PFC Revenues (a.s such capitalized
terms are defined herein), as herein provided, and the Notehold-er shall never have the right
to compel the exercise of the ad valorem taxing power of the County, or taxation in any
form on any property therein to pay any amounts due hereunder or the interest thereon.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
That the parties hereto, intending to be legally bound hereby and in consideration of
the mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
DEFINITION OF TERMS
SECTION 1.01. DEFINITIONS. The terms defined In this Article I shall, for
all purposes of this Agreement, have the meanings in this Article I specified, unless the
context clearly otherwise requires.
"Act" shall mean Chapter 125, Florida Statutes, and other applicable provisions of
law.
"Agree ent""
Agreement" shall mean this Line of Credit Agreement, dated as of
Septernber_, 2022, by and between the County and the Noteliolder and any and all
modifications, alterations, amendments and supplements hereto made in accordance with
the provisions hereof.
"Airport" shall mean the real property and airport and aviation facilities
constituting the existing Key West International Airport, the Project, and all additional
projects and capital improvements to the Airport.
"Airport Director" shall mean the Senior Director of Airports for the County, or
his or her duly authorized designee.
"Applicable Rate" shall mean the Term SOFR Rate for the Term SOFR Interest
Period for the relevant Tenn SOFR Determination Date with said Term SOFR Rate to be
adjusted thereafter based on the Teim. SOFR Rate for each subsequent Term SOFR
Deterrnination Date, which rate shall be effective on the commencement of the next
succeeding Term SOFR Interest Period.
"Authorized Officer" shall mean the Mayor, the Clerk, the County Administrator
or the Airport Director.
"Benchmark" means, at any time, any interest rate index (or tenor of an interest
rate index) then used in the determination of an interest rate under the terms of this
Agreement. Once a Benchmark Replacement becomes effective under this Agreement, it
is a Benchmark. For example, SOFR is a Benchmark tinder this Agreement.
"Benchmark Replacement" shall mean, for any Benchmark, the sure of (a) an
alternate benchmark rate and(b) an.adjustment(which may be a positive or negative value
or zero), in each case that has been selected by the Noteholder as the replacement for such
Benchmark giving due consideration to any evolving or then-prevailing market
convention, including any applicable recommendations made by the official sector or any
official sector-sponsored committee or working group, for U.S. dollar-denominated credit
facilities at such time-, provided that, if the Benchmark Replacement as determined
pursuant to the foregoing would be less than the Floor, the Benchmark Replacement will
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be deemed to be the Floor for the purposes of the Draws, the Master Note, and this
Agreement.
"Benchmark Transition Event" shall mean a public statement or publication by
or on behalf of the administrator of a Benchmark, the regulatory supervisor of such.
administrator, the Board of Governors of the Federal Reserve System, NYFRB, an
insolvency official or resolution authority with jurisdiction over the administrator for such
Benchmark or a court or an entity with similar insolvency or resolution authority over the
administrator for such Benchmark, announcing or stating that (a) such administrator has
ceased or will cease to provide such Benchmark permanently or indefinitely, provided that
at the time of such statement or publication there is no successor administrator that will
continue to provide such Benchmark or (b) such Benchmark is or will no longer be
representative.
"Board" shall mean the Board of County Commissioners of Monroe County,
Florida.
"Bond Counsel" shall mean Nabors, Giblin&Nickerson,P.A., Tampa, Florida, or
any other attorney at law or firm of attorneys of nationally recognized standing in matters
pertaining to the federal tax exemption of interest on obligations issued by states and
political subdivisions, and duly admitted to practice law before the highest court of any
state of the United States of America.
"Bond Resolution" shall mean Resolution No. adopted by the Board on
August 17,2022, as supplemented,and as the same may be amended or supplemented from
time to time.
"Business Day" shall mean any day other than a Saturday or Sunday or a legal
holiday on which commercial banks are authorized or required by law to be closed for
business in New York, New York.
"Clerk" shall mean the Clerk of the Circuit Court and Comptroller in and for
Monroe County, Florida and ex-officio Clerk to the Board, or his or her authorized
designee, including any Deputy Clerk.
"Conversion Date" shall mean September_, 2025.
"Costs," when used in connection with the Project, shall mean all expenses
associated with the acquisition, construction, installation, reconstruction, renewal or
replacement thereof, including without limitation: (1) land and interests therein, property
rights, and easements of any nature whatsoever; (ii)physical construction, reconstruction,
renewal, replacement or completion; (111) acquisition and installation of machinery,
equipment and other tangible personal property; (iv) planning, architectural, engineering,
surveying, legal, environmental and other consultant services; (v) fees and expenses
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associated with the issuance County debt; (vi) interest accruing on County debt for such
period of time as the County deems appropriate-, and (vii) all other expenses that are
properly attributable thereto under generally accepted accounting principles, including
reimbursement to the County for any moneys advanced for such purpose and interest on
any interfund loan for such purposes.
"County" shall mean Monroe County, Florida, a political subdivision of the State
of Florida duly organized and validly existing under the laws of the State of Florida.
"County Administrator" shall mean the County Administrator of the County, or
his or her authorized designee.
"Date of Issuance" shall. mean, in the case of each Draw the date such Draw is
funded. The Date of Issuance for each Draw will be set forth in the corresponding Draw
Request.
"Default Rate" shall mean the lesser of(1) the greater of(A) the Prime Rate plus
three percent(3%)per annum, or(B)the Overnight Bank Funding Rate plus three and One-
half percent(3.5%) per annum, or(C) seven percent(7%) per amium, or(11) the maximum
rate permitted by applicable law.
"Determination of Taxability" shall mean the circumstance of interest paid or
payable on a Draw becoming includable for federal income tax purposes in the gross
income of the Noteholder as a consequence of any act or omission of the County. A
Determination of Taxability will be deemed to have occurred upon (a) the receipt by the
County or the Noteholder of an original or a copy of an Internal Revenue Service Technical
Advice Memorandum or Statutory Notice of Deficiency or other official letter or
correspondence from the Internal Revenue Service which. holds that any interest payable
on a Draw is includable In the gross income of such Noteholder; (b) the issuance of any
public or private ruling of the Internal Revenue Service that any interest payable on such
Draw is includable in the gross income of the Noteholder; or (c) receipt by the County or
the Noteholder of an opinion of a Bond Counsel that any interest on the Draw has become
includable in the gross income of the Noteholder for federal income tax purposes. For all
purposes of this definition, a Determination of Taxability will be deemed to occur on the
date as of which the interest on a Draw is deemed includable in the gross income of the
Noteholder.
"Draw" or "Drawing" shall mean a borrowing of money against the Master Note
in accordance with this Agreement.
"Draw Certificate" shall mean the certificate of the County required to be
delivered with respect to each Draw pursuant to Section 4.01(a) hereof, the form of which
is attached hereto as Exhibit A.
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"Draw-Down Period" shall mean the period commencing on the date of this
Agreement and ending on the Business Day immediately preceding the Conversion.Date.
"Draw Request" shall mean the written request of the County to the Noteholder to
make a Draw against the Master Note pursuant to Section 4.01(a) hereof and approved by
the Noteholder, the form of which is attached hereto as Exhibit C.
"Eligible PFC Revenues" shall have the meaning ascribed thereto in the Bond
Resolution.
"Event of Default" shall have the meaning ascribed thereto in Section 5.01 hereof.
"Final Maturity Date" shall mean September 2028.
"Fiscal Year" shall mean the 12-month period commencing on October I of any
year and ending on September 30 of the immediately succeeding year,
"Floor" shall mean a rate of interest equal to 0 basis points (0.00%) per annum.
"Grant Proceeds" shall mean the proceeds of any Airport Improvement Program
entitlement grants received by the County in Fiscal Years 2026 through and including
Fiscal Year 2028, the proceeds of any Bipartisan Infrastructure Law entitlement grants
received by the County in Fiscal Year 2026 and the proceeds of any Bipartisan
Infrastructure Law discretionary grants received by the County in Fiscal Years 2023
through and including Fiscal Year 2028.
"Interest Rate" shall mean the per annum rate equal to the sum of seventy-nine
percent (79%) of the Applicable Rate, as the same shall be adjusted monthly as provided
in Section 3.01(d) hereof, plus 0.73% per annum, and as the same may be adjusted as
provided in Section 3.03, Section 3.04 and Section 5.02(c)hereof. Notwithstanding the
foregoing, in no event will the Interest Rate be less than the Floor.
"Master Note" shall mean the Monroe County, Florida Taxable Master Airport
Revenue Note (PNC Bank, National Association Line of Credit), Series 2022 (AMT)
authorized to be issued by the Note Resolution and more particularly described in Section
3.01 hereof.
"Mayor" shall mean the Mayor of the Board or, in his or her absence or
unavailability, the Mayor Pro Tern of the Board or such other person as may be duly
authorized to act on either's behalf.
"Net Revenues" shall have the meaning ascribed thereto in the Bond Resolution.
"Noteholder" shall mean PNC Bank, National Association and its successors and
assigns.
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"Note Resolution" shall mean Resolution No_ adopted by the Board on
August 17, 2022,which, among other things, authorized the execution and delivery of this
Agreement and the issuance of the Master Note.
"NYFRB" shall mean the Federal Reserve Bank of New York.
"Overnight Bank Funding Rate" shall mean, for any day, the rate comprised of
both overnight federal funds and overnight Eurocurrency borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by
the NYFRB, as set forth on its public website from time to time, and as published on the
next succeeding Business Day as the overnight bank funding rate by the NYFRB (or by
such other recognized electronic source (such as Bloomberg) selected by the Noteholder
for the purpose of displaying such rate); provided, that if such day is not a Business Day,
the Overnight Bank Funding Rate for such day shall be such rate on the immediately
preceding Business Day- provided, further, that if such rate shall at any time, for any
reason, no longer exist, a comparable replacement rate determined by the Noteholder at
such time(which detennination shall be conclusive absent manifest error). If the Overnight
Bank Funding Rate determined as above would be less than zero, then such rate shall be
deemed to be zero. The rate of interest charged shall be adjusted as of each Business Day
based on changes in the Overnight Bank Funding Rate without notice to the County.
"Person" shall mean an individual, a corporation, a partnership, an association, a
joint stock company,a trust, any unincorporated organization,governmental entity or other
legal entity.
"Prime Rate" means the rate publicly announced by the Noteholder from time to
time as its prime rate. The Prime Rate is determined from time to time by the Notcholder
as a means of pricing some loans to its borrowers. The Prime Rate is not tied to any external.
rate of interest or index, and does not necessarily reflect the lowest rate of interest actually
charged by the Noteholder to any particular class or category of customers.
"Repayment Period" shall mean the period commencing on the Conversion Date
and ending on the Final Maturity Date.
"Series 2022 Bonds" shall mean the Monroe County, Florida Airport Revenue
Bonds (Key West International Airport), Series 2022 (AMT) issued pursuant to the Bond
Resolution.
"SOFR" shall mean a rate equal to the secured overnight financing rate as
administered by the NYFRB (or a successor administrator of the secured overnight
financing rate).
"State" shall mean the State of Florida.
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"Term SOFR Administrator" shall mean CME Group Benchmark
Administration Limited(CBA) (or a successor administrator of the Term SOFR Reference
Rate selected by the Noteholder in its reasonable discretion).
"Term SOFR Determination Date" shall mean a day that is two(2)Business Days
prior to the first day of each Term SOFR Interest Period.
"Term SOFR Interest Period" shall mean (a)initially,the period commencing on
September _, 2022 and ending on October 2, 2022, and (b) thereafter, a period
commencing on the first Business Day of each month, commencing October 3, 2022 and
ending on the day immediately preceding the first Business Day of the next calendar month.
Each successive calendar month period (or portion thereof with respect to the final Term
SOFR Interest Period) during the term of this Agreement (including any extensions
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thereof) shall constitute a separate Term SOFR Interest Period.
"Term SOFR Rate" shall mean for the Term SOFR Interest Period, the Term
SOFR Reference Rate as published by the Term SOFR Administrator on the Term SOFR
Determination Date. If the Tenn SOFR Reference Rate has not been published or replaced
with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania time) on the Term
SOFR Determination Date, then the Term SOFR Reference Rate shall be the Term SOFR
Reference Rate on the first Business Day preceding such Term SOFR Determination Date
for which such Term SOFR Reference Rate was published in accordance herewith, so long
as such first preceding Business Day is not more than three Business Days prior to such
Term SOFR Determination Date. If the Term SOFR Rate, determined as provided above,
would be less than the Floor, then the Term SOFR Rate shall be deemed to be the Floor.
The Term SOFR Rate shall be adjusted. automatically without notice to the Borrowers on
and as of the first day of each Tel-in SOFR Interest Period.
"Term SOFR Reference Rate" the forward-looking one-month tertil rate based on
SOFR.
"Taxable Rate" shall mean
SECTION 1.02. INTERPRETATION. Unless the context clearly requires
otherwise, words of masculine gender shall be construed to include Correlative words of
the feminine and neuter genders and vice versa, and words of the singular number shall be
construed to include correlative words of the plural number and vice versa. This
Agreement and all the terms and provisions hereof shall be construed to effectuate the
purpose set forth herein and to sustain the validity hereof.
SECTION 1.03. TITLES AND READINGS. The titles and headings of the
articles and sections of this Agreement, which have been inserted for convenience of
reference only and are not to be considered a part hereof, shall not in any way modify or
restrict any of the terms and provisions hereof, and shall not be considered or given any
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effect in construing this Agreement or any provision hereof or in ascertaining intent, if any
question of intent should arise.
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ARTICLE 11
REPRESENTATIONS,WARRANTIES AND COVENANTS;
SECURITY FOR NOTES
SECTION 2.01. REPRESENTATIONS BY THE COUNTY. The County
represents, warrants and covenants that:
(a.) The County is a political subdivision of the State. Pursuant to the Note
Resolution, the County has duly authorized the execution and delivery of this Agreement
and the Master Note, the performance by the County of all of its obligations hereunder and
under the Master Note, and the issuance of the Master Note.
(b) The County has complied with all of the provisions of the Constitution and
laws of the State, including the Act, and has fall power and authority to enter into and
consummate all transactions contemplated by the Note Resolution, this Agreement, or
under the Master Note, and to perform all of its obligations hereunder and under the Master
Note. To the best knowledge of the County, the transactions contemplated hereby do not
conflict with the terms of any statute, order, rule, regulation,judgment, decree, agreement,
instrument or commitment to which the County is a party or by which the County is bound.
(c) The County is duly authorized and entitled to issue the Master Note and
execute and deliver this Agreement and, when this Agreement is executed and delivered
and the Master Note is issued in accordance with the teens of this Agreement, this
Agreement and the Master Note will each constitute a legal, valid and binding obligation
of the County enforceable in accordance with their respective terms, subject as to
enforceability to bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally, or by the exercise of Judicial discretion. in accordance
with general principles of equity.
(d) There are no actions, suits or proceedings pending or, to the best knowledge
of the County, threatened against or affecting the County, at law or in equity, or before or
by any governmental authority, that, if adversely determined, would materially impair the
ability of the County to perform the County's obligations under this Agreement or under
the Master Note.
(e) The financial information concerning the Ali-port heretofore delivered to the
Noteholder is complete and correct and fairly presents the financial condition of the Airport
for the period(s) referred to and has been prepared in accordance with generally accepted
accounting principles applied on a consistent basis throughout the period(s)
involved. There are no liabilities (of the type required to be reflected on balance sheets
prepared in accordance with generally accepted accounting principles), direct or indirect,
fixed or contingent, of the Airport as of the date of such financial information which are
not reflected therein. There has been no material adverse change in the financial condition
9
or operations of the Airport since the date of such information (and no such material
adverse change is pending or threatened, to the County's knowledge), and the County has
not guaranteed the obligations of, or made any investment in or loans to, any Person from
any portion of the Grant Proceeds or the Net Revenues or the Eligible PFC Revenues except
as the Net Revenues and Eligible PFC Revenues have been pledged on a senior basis as
security with respect to the Series 2022 Bonds in the manner and to the extent provided in
the Bond Resolution and except as otherwise disclosed to the Noteholder.
As of the date hereof, the County is in compliance with all covenants
contained in this Agreement and the Bond Resolution and there is no Event of Default
occurring hereunder or thereunder.
SECTION 2.02. GENERAL REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE NOTEHOLDER. The Noteholder hereby represents, warrants
and agrees that it is authorized to execute and deliver this Agreement and to perform its
obligations hereunder, and such execution and delivery will not constitute a violation of its
articles of incorporation or bylaws. Pursuant to the terms and provisions of this Agreement,
the Noteholder agrees to establish a non-revolving line of credit on behalf of the County
pursuant to which it will make one or more loans to the County for the purpose of financing
or refinancing or reimbursing certain Costs of the Project.
SECTION 2.03. PROVISION OF CERTAIN FINANCIAL
INFORMATION. The County covenants and agrees to provide the following financial
information to the Noteholder so long as the Master Note is outstanding hereunder:
(a) Within 210 days after the close of each Fiscal Year, annual audited financial
statements of both the Airport itself and the County which shall include, as an enterprise
fund, financial information concerning the Airport.
(b) With the delivery of the financial statements pursuant to Section 2.03(a), a
certificate executed by an Authorized Officer certifying that the County is in compliance
with all covenants contained in this Agreement and in the Bond Resolution and that there
is no Event of Default then occurring hereunder or thereunder.
(c) Within 30 days after the close of each Fiscal Year,the adopted annual budget
of the County which shall include, as an enterprise fund, financial infoit-nation concerning
the Airport.
(d) Upon reasonable request of the Noteholder, such other financial information
regarding the Airport or the County as may be requested by the Noteholder.
SECTION 2.04. MASTER NOTE AND DRAWS NOT TO BE
INDEBTEDNESS OF THE COUNTY OR STATE. The Master Note, when. delivered
by the County pursuant to the terms of this Agreement, and the Draws made thereagainst,
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shall not be or constitute an indebtedness of the County,the State of Florida or any political
subdivision or agency thereof,within the meaning of any constitutional, statutory or charter
limitations of indebtedness, but shall be solely secured by and payable from a senior lien
on and pledge of the Grant Proceeds and a junior and subordinate lien on the Net Revenues
and Eligible PFC Revenues. The pledge of and lien on the Net Revenues and Eligible PFC
Revenues shall be junior and subordinate in all respects to the pledge and lien granted with
respect thereto for the benefit of the Series 2022 Bonds and any Additional Bonds (as
defined in the Bond Resolution) that are subsequently issued pursuant to the Bond
Resolution, all in the manner and to the extent provided in the Bond Resolution. With
respect to the Net Revenues and Eligible PFC Revenues, the Master Note and all Draws
made hereunder shall be considered Subordinated. Indebtedness (as defined in the Bond
Resolution) and any payments required to be made hereunder from Net Revenues shall be
made pursuant to Section 4,05(D)(5) of the Bond Resolution after the payments required
by Sections 4.05(B) and 4.05(D)(1), (2), (3) and (4) have been made and satisfied. Any
payments required to be made hereunder from eligible PFC Revenues shall be made
pursuant to Section 4.06 of the Bond Resolution. The Noteholder shall never have the
right to compel the exercise of the ad valorem taxing power of the County, or taxation in
any form on any property therein to pay the Draws or the interest thereon. The Draws and
the Master Note are special and limited obligations solely payable as to principal and
interest from the Grant Proceeds and the Net Revenues and Eligible PFC Revenues in the
manner and to the extent provided herein and in the Bond Resolution. The County does
hereby irrevocably pledge the Grant Proceeds, Net Revenues and Eligible PFC Revenues
to the payment of the principal of and interest on the Draws in accordance with the
provisions hereof, in the manner and to the extent provided herein. Such pledge of and lien
on such proceeds and revenues shall attach with respect to each Draw at the time it is made.
SECTION 2.05. GRANT PROCEEDS ACCOUNT; PAYMENT
COVENANT. (a) The County covenants and agrees to establish an account to be known
as the Key West International Airport Grant Proceeds Account (the "Grant Proceeds
Account") which Grant Proceeds Account will be held and maintained at the designated
office of the Noteholder. The County shall deposit all Grant Proceeds to the Grant Proceeds
Account promptly upon receipt. Until expended as provided herein, all amounts on deposit
in the Grant Proceeds Account shall be subject to a pledge and senior lien for the benefit
of the Noteholder to secure the County's payment obligations hereunder. The County does
hereby irrevocably pledge the amounts on deposit in the Grant Proceeds Account to the
payment of the Draws made hereunder and to the payment of the Non-Use Fee (as defined
in Section 3.01(f) hereof) in accordance with the provisions hereof. Amounts on deposit
in the Grant Proceeds Account shall be applied only to pay principal and interest with
respect to the Draws made hereunder and to pay the Non-Use Fee. Amounts on deposit in
the Grant Proceeds Account may be applied by the County to prepay any Draw made
hereunder in accordance with. Section 3.02 hereof.
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(b) The County covenants and agrees that it shall duly and punctually pay, or
cause to be paid, the principal of and interest on the Draws at the dates and place and to the
extent and in the manner provided herein and in the Master Note according to the true intent
and meaning hereof and thereof and all other amounts due under this Agreement. Failure
to comply with this Section 2.05 shall result in an Event of Default under Section 5.01(a)
hereof.
SECTION 2.06. RATE COVENANT. Section 5.03 of the Bond Resolution is
hereby incorporated herein by reference. The County covenants and agrees to comply with
said Section 5.03 and this Section 2.06 in all respects.
If, in any Fiscal Year, the County shall fall to comply with the requirements
contained in Section 5.03 of the Bond Resolution as incorporated herein by reference the
County shall cause the Airport Consultant (as defined in the Bond Resolution) to review
its rates,fees,rentals,charges,income,Gross Revenues, PFCs,Operating and Maintenance
Costs (as such capitalized terms are defined in the Bond Resolution) and methods of
operation and to make written recommendations as to the methods by which the County
may promptly seek to comply with the requirements set forth in Section 5.03 of the Bond
Resolution. The County shall forthwith commence to implement such recommendations
to the extent required so as to cause it to thereafter comply with said requirements. So long
as the County implements such recommendations within 120 days of the receipt thereof,
the County's failure to comply with Section 5.03 of the Bond Resolution shall not be
considered an Event of Default under Section 5.01 hereof or under Section 7.01. of the
Bond Resolution..
SECTION 2.07. ADDITIONAL INDEBTEDNESS. The County will not
issue or incur any indebtedness that is secured by and payable from the Grant Proceeds
without the prior written consent of the Noteholder. Except as otherwise provided in this
Section 2.07, the County will not issue or incur any indebtedness that is secured by and
payable from the Net Revenues or the Eligible PFC Revenues which is on parity with the
pledge thereof and lien thereon granted hereunder for the benefit of the Noteholder without
the prior written consent of the Noteholder. The County may, without the consent of the
Noteholder, issue any Additional Bonds pursuant to the Bond Resolution to the extent it
complies in all respects with Section 6.02 of the Bond Resolution. Notwithstanding the
foregoing, the County may issue any indebtedness secured by the Grant Proceeds or the
Net Revenues or the Eligible PFC Revenues if the proceeds of such additional indebtedness
will be applied to pay, in full, all amounts due to the Noteholder with respect to the Master
Note. The County covenants and agrees to comply with said Section 6.02 and this Section
2.07 in all respects.
SECTION 2.08 OTHER COVENANTS. All of the covenants contained in
Article V of the Bond Resolution are incorporated herein by reference for the benefit of the
Noteholder as if expressly stated herein, and will continue to apply so long as the Master
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Note remains outstanding hereunder. The County covenants and agrees to comply with
said Article V in all respects.
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ARTICLE III
DESCRIPTION OF MASTER NOTE AND DRAWS; PAYMENT TERMS;
OPTIONAL PREPAYMENT; INTEREST RATE REPLACEMENT;
DETERMINATION OF TAXABILITY
SECTION3.01. DESCRIPTION OFT E MASTER NOTE AND DRAWS.
(a) At or prior to the date the County makes the initial Draw against the Master Note
pursuant to Section 4.01(b) of this Agreement, the County shall, pursuant to the authority
granted under the Note Resolution, issue and deliver a note to the Noteholder, which note
shall be in an amount equal to not exceeding TEN MILLION AND 00/100 DOLLARS
($10,000,000) and shall be designated as the "Monroe County, Florida Master Airport
Revenue Note (PNC Bank, National Association Line of Credit), Series 2022 (AMT)".
Notwithstanding anything herein to the contrary, the aggregate principal amount of Draws
that may be made against the Master Note is limited to $10,000,000. The text of the Master
Note shall be substantially in the form attached hereto as Exhibit B, with such omissions,
insertions and variations as may be necessary and desirable to reflect the particular terms
of the Master Note. The provisions of the form of Master Note are hereby incorporated in
this Agreement.
(b) The Master Note shall be dated the date of its delivery. The Master Note
shall be executed in the name of the County by the manual signature of the Mayor and the
official seal of the County shall be affixed thereto and attested by the manual signature of
the Clerk. In case any one or more of the officers who shall have signed or sealed the
Master Note shall cease to be such officer of the County before the Master Note so signed
and sealed shall have been actually delivered, the Master Note may nevertheless be
delivered as herein provided and may be issued as if the person who signed or sealed the
Master Note had not ceased to hold such office. The Master Note may be signed and sealed
on behalf of the County by such person who at the actual time of the execution of the
Master Note shall hold the proper office, although at the date the Master Note shall actually
be delivered, such person may not have held such office or may have been so authorized.
(c) The County shall be entitled to borrow from the Noteholder from time to
time in accordance with the terms hereof provided that the aggregate principal amount
borrowed hereunder does not exceed TEN MILLION, AND 00/100 DOLLARS
($10,000,000). The County and the Noteholder may mutually agree in writing to reduce
the aggregate principal amount that may be borrowed hereunder pursuant to Section 6.01
hereof. In such event, the County shall execute and deliver a new Master Note to evidence
such reduction. Each Draw made against the Master Note shall be designated as "Draw
Number All Draws shall be made by the County in accordance with Article IV
hereof. All Draws made against the Master Note in accordance with Article IV hereof shall
bear interest from the respective Date of Issuance of such Draws, at the Interest Rate.
14
(d) All Draws made against the Master Note shall bear interest at the applicable
Interest Rate. The applicable Interest Rate shall be adjusted as of the first day of each Term
SOFR Interest Period to reflect changes in the Term SOFR Reference Rate as of the
applicable Term SOFR Determination Date or any applicable Benchmark Replacement
that may be in effect pursuant to Section 3.03 hereof. If the Default Rate is in effect, it
shall be adjusted as any of the applicable indices thereof change. During the Draw-Down
Period, interest on all Draws made against the Master Note shall be payable quarterly in
arrears on the first day of January, April, July and October of each year (each a "Payment
Date") so long as any amount under the Master Note remains outstanding, interest on a
particular Draw commencing on the first Payment Date which next succeeds the date of
such Draw. During the Draw-Down Period, no principal payments are scheduled or due.
During the Repayment Period, interest on all Draws made against the Master Note
shall continue to be payable quarterly in arrears on each Payment Date, so long as any
amount under the Master Note remains outstanding. The County shall also pay principal
payments on each Payment Date in an amount equal to the amount on deposit in the Grants
Proceeds Account as of the Business Day immediately preceding such Payment Date.
Each Draw must be in a principal amount no less than $100,000 and must be made
in integral multiples of$10,000 in excess thereof. When all Draws have been paid in full
in accordance with the terms hereof and no other Draws may be made hereunder, the
Noteholder shall cancel the Master Note and deliver it to the County or shall other-Arise
provide evidence to the County that the Master Note have been cancelled. Interest on all
Draws made against the Master Note shall be calculated based upon a year of 360 days and
the actual number of days elapsed.
(e) All payments of principal of and interest on Draws made against the Master
Note shall be payable in any coin or currency of the United States which, at the time of
payment, is legal tender for the payment of public and private debts and shall be made to
the Noteholder (i) in immediately available funds, (11) by delivering to the Noteholder no
later than the Payment Date a check or draft of the County, or (111) in such other marine]- as
the County and the Noteholder shall agree upon in writing. During the Repayment Period,
the County shall instruct the Noteholder to debit principal. payments on each scheduled
Payment Date directly from the Grant Proceeds Account to repay principal on the Draws
made hereunder,
(f) During the Draw-Down Period, whenever the aggregate principal amount of
Draws that are outstanding hereunder is less than 100% of the maximum aggregate
principal amount that may be drawn hereunder, the County will be charged a non-use fee
equal to 12 basis points (0.12%)per annum (calculated on the basis of a 360-day year and
the actual number of days elapsed) of the principal amount not drawn against the Master
Note for each day (the "Non-Use Fee"). Such Non-Use Fee shall be due and payable
quarterly in arrears on each Payment Date commencing January 1, 2023, so long as the
outstanding principal amount of Draws hereunder is less than 100% of the maximum
15
aggregate principal amount that may be drawn hereunder. In accordance with Section
3.01(c) and Section 6.01 hereof, the County and the Noteholder may agree in writing to
reduce the maximum aggregate principal amount of Draws that may be made hereunder at
any time and the Non-Use Fee described hereunder shall be adjusted accordingly. If the
County terminates its right to make any further Draws hereunder pursuant to Section 6.04
hereof, the Non-Use Fee shall no longer accrue from the date specified in the County's
notice. Except as provided in this Section 3.01(f) and Section 6.01, the Noteholder shall
pay for all of Its costs, including any legal fees and expenses, relating to servicing and
enforcing the line of credit. The County shall pay legal fees of Bryant Miller Olive P.A.,
counsel for the Noteholder, in the amount not to exceed $12,500 in connection with the
initial issuance of the Master Note.
SECTION 3.02. OPTIONAL PREPAYMENT; MANDATORY
PREPAYMENT. (a) On or after September_, 2023, the County may prepay and
redeem any Draw or all Draws made against the Master Note, in whole or in part, on any
date by paying to the Noteholder the principal amount of the Draw to be prepaid, together
with the unpaid interest accrued on the amount of principal so prepaid to the date of such
prepayment, without any prepayment premium or penalty. Each prepayment of a Draw
shall be made on such date and in such principal amount as shall be specified by the County
in a notice delivered to the Noteholder not less than five (5) Business Days prior thereto
specifying the principal amount of the Draw or Draws to be prepaid and the date of such
prepayment. Notice having been given as aforesaid, the principal amount of the Draw
stated in such notice or the whole thereof,as the case may be, shall become due and payable
on the prepayment date stated in such notice, together with interest accrued and unpaid to
the prepayment date on the principal amount then being paid. If on the prepayment date
moneys for the payment of Draw or portion thereof to be prepaid, together with interest to
the prepayment date on such amount, shall have been paid to the Noteholder as above
provided, then from and after the prepayment date interest on such portion of the Draw
shall cease to accrue. If said moneys shall not have been so paid on the prepayment date,
such principal amount of such Draw or portion thereof shall continue to bear interest until
payment thereof at the rate or rates provided for in this Agreement.
(b) During the Repayment Period, the County shall cause the principal amounts
outstanding hereunder to be paid on each Payment Date in an amount equal to the amount
on deposit in the Grants Proceeds Account as of the Business Day immediately preceding
such Payment Date.
SECTION 3.03. INTEREST RATE REPLACEMENT PROVISIONS.
(a) If the Noteholder at any time shall determine that for any reason adequate and
reasonable means do not exist for ascertaining the Term SOFR Rate,then Noteholder shall
promptly give notice thereof to the County. If such notice is given and until such notice
has been withdrawn by the Noteholder, then the Draws hereunder shall no longer bear
interest with respect to the Tenn SOFR Rate and any portion of the outstanding Draws
16
hereof which bears interest determined in relation to the Term SOFR Rate, subsequent to
the end of the current Term SOFR Interest Period applicable thereto, shall bear interest
determined in relation to the Prime Rate.
(b) Notwithstanding anything to the contrary herein, if the Noteholder determines
(which determination shall be final and conclusive) that a Benchmark Transition Event has
occurred with respect to a Benchmark, the Noteholder may require an amendment to this
Agreement to replace such Benchmark with a Benchmark Replacement. Any such
amendment shall be in writing, shall specify the date that the Benchmark Replacement is
effective and shall be executed by the County and the Noteholder. Until the Benchmark
Replacement is effective, amounts bearing interest with reference to a Benchmark will
continue to bear interest with reference to such Benchmark as long as such Benchirlarl" is
available, and otherwise such amounts automatically will bear interest as provided in
Section 3.03(a) above.
(c) The Noteholder shall have the right to make any technical, administrative or
operational changes from time to time that the Noteholder decides may be appropriate to
reflect the adoption and implementation of any other Benchmark or to perinit the use and
administration thereof by the Noteholder in a manner substantially consistent with market
practice or in such other manner as the Noteholder decides is reasonably necessary.
Notwithstanding anything to the contrary herein, any amendments implementing such
technical, administrative or operational changes will become effective without any further
action or consent of the County. The Noteholder shall provide notice to the County of any
such amendment reasonably promptly after such amendment becomes effective.
(d) The Noteholder shall notify the Issuer in writing of any adjustments pursuant to
this Section 3.03. Notwithstanding any provision of this Section 3.03 to the contrary, in
no event shall the Interest Rate exceed the maximum rate allowed by applicable law.
SECTION 3.04. DETERMINATION OF TAXABILITY. In the event of a
Determination of Taxability, the Interest Rate on all Draw amounts outstanding under the
Master Note, whether then outstanding or funded after the Determination of Taxability,
shall be immediately increased to the Taxable Rate; provided,however, such Taxable Rate
shall never exceed the maximum rate allowable by law. Immediately upon a Determination
of Taxability, the County agrees to pay to the Noteholder, the Additional Amount.
"Additional Amount" means (i) the difference between (A) interest on the outstanding
drawn amount (which may have increased or decreased during the hereinafter defined
Taxable Period)for the period commencing on the date on which the interest on such drawn
amount(or portion thereof) is deerned to have lost its tax-exempt status and ending on the
effective date of the adjustment of the tax-exempt Interest Rate to the Taxable Rate (the
"Taxable Period") at a rate per annum equal to the Taxable Rate and (B) the aggregate
amount of interest paid on such drawn amount during the Taxable Period at the tax-exempt
Interest Rate applicable to such drawn amount prior to the adjustment to the Taxable Rate,
17
plus (ii) any penalties, fines, fees, costs and interest paid or payable by the Noteholder to
the Internal Revenue Service by reason of such Deten-nination of Taxability.
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ARTICLE IV
CONDITIONS FOR DRAWS
SECTION 4.01. CONDITIONS FOR DRAWS. (a) In connection with any
Draw, the Noteholder shall not be obligated to make any loan under this Agreement unless
at or prior to the date specified for the making thereof the County delivers to the Noteholder
a Draw Request of the County's intention to make a Draw at least five (5) Business Days
prior to the date specified for such Draw. Such Draw Request shall be substantially in the
form attached hereto as Exhibit C. Such Draw Request must be signed by an Authorized
Officer in connection with each Draw. On or prior to the date of any Draw, the County
shall provide the Noteholder with a certificate signed by an Authorized Officer
substantially in the form attached hereto as Exhibit A.
(b) On or before the date the initial Draw is made against the Master Note, the
County shall have caused to be delivered to the Noteholder the Master Note and the
following items in form and substance acceptable to the Noteholder:
(i) An opinion of Bond Counsel to the effect that(A) this Agreement and
the Master Note, as the case may be, have been duly authorized by the County and
are enforceable obligations in accordance with their terms (enforceability of such
instruments may be subject to standard bankruptcy exceptions and the like), and
(B) subject to certain standard assumptions, interest on the Master Note and initial
Draw shall be excluded from gross income for federal income tax purposes and will
not be treated as a preference item for purposes of computing the alternative
minimum tax imposed by Section 55 of the Code (however, the interest on the
Master Note is subject to the alternative minimum tax);
(1i) An opinion of the County Attorney in form and substance acceptable
to the Noteholder and Bond Counsel;
(11i) A fully executed Tax Certificate relating to the Tax-Exempt Master
Note;
(iv) A copy of a completed and executed Form 8038-G to be filed with the
Internal Revenue Service; and
(v) Such additional certificates, instruments and other documents as the
Noteholder or its Counsel or Bond Counsel., or the County Attorney may deem
necessary or appropriate.
(c) Upon satisfaction of the conditions set forth in paragraph (a) and (b) above,
the County may borrow funds from the Noteholder in accordance with the terms hereof
provided that the aggregate principal amount which may be drawn Under this Agreement
19
and against the Master Note may not exceed TEN MILLION AND 00/100 DOLLARS
($10,000,000). The County shall apply the proceeds of each Draw only to finance or
refinance, or reimburse itself for prior expenditures incurred for, Costs of the Project that
are eligible to be paid for or reimbursed from Grant Proceeds and costs related to the
preparation, execution and delivery of this Agreement and the issuance of the Master Note.
(d) Each Draw Request shall constitute a covenant and reaffirmation of the
County that the warranties and representations in this Agreement and the Master Note are
still true and correct, that the Note Resolution, the Bond Resolution, the Master Note and
this Agreement are in full force and effect and have not been amended., modified or
superseded except as provided pursuant to Section 6.01 hereof, that all of the terms and
conditions of this Agreement have been and are being complied with, and that no
Determination of Taxability and no Event of Default or event which, with the giving of
notice or passage of time or both, would constitute an Event of Default hereunder has
occurred as of the date of the Draw.
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ARTICLE V
EVENTS OF DEFAULT; REMEDIES
SECTION 5.01. EVENTS OF DEFAULT. An "Event of Default" shall be
deemed to have occurred under this Agreement if.
(a) The County shall fall to make timely payment of principal or interest then
due on any Draw;
(b) Any representation or warranty of the County contained in this Agreement
or any certificate provided the Noteholder under Article TV shall prove to be untrue in any
material respect on the date made or deemed made;
(c) Except as otherwise provided herein, any covenant of the County contained
in this Agreement shall be breached or violated for a period of thirty (30) days after the
County's notice of such breach or violation, unless the Noteholder shall agree in writing to
an extension of such time prior to its expiration;
(d) The County shall be in default under the Bond Resolution"
(f) There shall occur the dissolution or liquidation of the County, or the filing
by the County of a voluntary petition in bankruptcy, or the commission by the County of
any act of bankruptcy, or adjudication of the County as a bankrupt, or assignment by the
County for the benefit Of Its creditors, or appointment of a receiver for the County, or the
entry by the County into an agreement of composition with its creditors, or the approval
by a court of competent jurisdiction of a petition applicable to the County in any proceeding
for its reorganization instituted under the provisions of the Federal bankruptcy Act, as
amended, or under any similar act in any jurisdiction which may now be in effect or
hereafter amended;
(g) Final judgment for the payment of money in the amount of $2,500,000 or
more is rendered against the County relating to activities at the Airport, and the Count), is
liable to pay such judgment pursuant to the provisions of Chapter 768, Florida Statutes, or
other applicable law,the payment of which would materially adversely affect the County's
ability to meet its obligations hereunder (it being agreed that, if insurance or adequate
reserves are available to make such payment, such judgment would not materially affect
the County's ability to meet its obligation hereunder) and at any time after 90 days from
the entry thereof, (1) such judgment shall not have been discharged, or(11) the County shall
not have taken and be diligently prosecuting an appeal therefrom and,to the extent that any
final process or proceeding supplementary to enforce such judgment is lawfully available,
such process or proceeding has not been stayed pending determination of such appeal;
21
(h) The County shall have taken or permitted to be taken. any official action, or
shall have duly enacted any ordinance or adopted any resolution, which repudiates, or
otherwise denies, that the County has any further liability or obligation under or with
respect to any provision hereunder or this Agreement or any material provision of this
Agreement shall be held illegal or invalid by any court; or
(1) This Agreement is determined to be unenforceable by a competent court of
law.
SECTION 5.02. REMEDIES. (a) If any Event of Default shall have occurred
and be continuing, the Noteholder or any trustee or receiver acting for the Noteholder may
either at law or in equity, by suit, action, mandamus or other proceedings in any court of
competent Jurisdiction, protect and enforce any and all rights under the Laws of the State
of Florida, or granted and contained in this Agreement, and may enforce and compel the
performance of all duties required by this Agreement or by any applicable statutes to be
performed by the County or by any officer thereof, including but not limited to specific
performance. No remedy herein conferred upon or reserved to the Noteholder is intended
to be exclusive of any other remedy or remedies, and each and every such rernedy shall be
cumulative, and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute. No failure or delay by the Noteholder
to insist upon the strict performance of any term, covenant or agreement contained herein
or in the Master Note, or to exercise any right, power or remedy consequent upon a breach
thereof, shall constitute a waiver of any such term, covenant or agreement or of any such
breach, or preclude the Noteholder from exercising any such..right,power or remedy at any
later time or times. Except as provided in Section 6.01 hereof, the Noteholder shall never
have the right to declare the Master Note or any Draws thereunder immediately due and
payable.
(b) If an Event of Default occurs, the County shall also be obligated to pay as
part of the indebtedness evidenced by the Master Note and Draws thereunder solely from
the Grant Proceeds, Net Revenues and Eligible PFC Revenues, all costs of collection and
enforcement hereof, including such reasonable attorneys' fees as may be incurred by any
Noteholder, including on appeal or incurred in any proceeding under bankruptcy laws as
they now or hereafter exist.
(c) Upon the occurrence and during the continuation of an Event of Default, in
addition to other remedies provided for hereunder, the entire outstanding principal amount
of all Draws made against the Master Note shall bear interest at the Default Rate, the Non-
Use Fee shall continue to accrue (only during the Draw-Down Period) so long as the
County has not terminated its right to make Draws pursuant to Section 6.04 hereunder, and
the Noteholder shall not be obligated to honor any further Draws hereunder.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01. AMENDMENTS, CHANGES OR MODIFICATIONS TO
THIS AGREEMENT. This Agreement shall not be amended, changed or modified
without the prior written consent of the Noteholder and the County, it being understood
that the fees and expenses of the Noteholder relating to any amendments which are
requested by the County shall be borne by the County. Notwithstanding the foregoing, if,
in connection with the issuance of any additional indebtedness of the County that is secured
by or payable from the Grant Proceeds, Net Revenues or Eligible PFC Revenues, the
County provides the lender of such additional indebtedness acceleration rights as a remedy
to any event of default,then such provision shall be deemed to be incorporated by reference
herein. and upon the request of the Noteholder, the County and the Noteholder shall
promptly amend this Agreement so as to provide the Noteholder with the same provisions.
SECTION 6.02. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which, when so executed and delivered, shall be an
original; but such counterparts shall together constitute but one and the same Agreement,
and, in making proof of this Agreement, it shall not be necessary to produce or account for
more than one such counterpart.
SECTION 6.03. SEVERABILITY. This Agreement and the Master Note
constitute the entire agreement of the pal-ties with respect to the subject matter hereof and
supersede all prior and contemporaneous writings or agreements. If any clause, provision
or section of this Agreement shall be held illegal or invalid by any court, the invalidity of
such provisions or sections shall not affect any other provisions or sections hereof, and this
Agreement shall be construed and enforced to the end that the transactions contemplated
hereby be effected and the obligations contemplated hereby be enforced, as if such illegal
or invalid clause, provision or section had not been contained herein.
SECTION 6.04. TERM OF AGREEMENT, This Agreement shall be in full
force and effect from the date hereof and shall continue in effect as long as any amount is
outstanding against the Master Note. The commitment of the Noteholder to honor Draws
in accordance with the terms hereof shall expire the Conversion Date. The County may
terminate its right to make Draws hereunder by providing the Noteholder with no less than
ten (10) days prior written notice signed by an Authorized Officer, which notice shall
indicate the date on which Draws may no longer be made. The County may make such
terinination at any time regardless of whether an Event of Default has Occurred or is
continuing.
SECTION 6.05. NOTICE OF CHANGES IN FACT. Within 10 days of
becoming aware of the same, the County will notify the Noteholder of(a) any change in
any material fact or circumstance represented or warranted by the County in this
23
Agreement or in connection with the Issuance of the Master Note, and (b) any default or
event which,with notice or lapse of time or both, could.become an Event of Default under
this Agreement, specifying in each case the nature thereof and what action the County has
taken., is taking and/or proposed to take with respect thereto.
SECTION 6.06. NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered personally or sent registered or
certified mail, postage prepaid, to 3491 South Roosevelt Boulevard, Key West, Florida
33040, Attention: Senior Director of Airports, with a copy to: County Administrator, 1100
Simonton Street, Suite 205, Key West, Florida 33040, and a copy to: Clerk of Court, 500
Whitehead Street, Key West, Florida. 33040, and to the Noteholder, PNC Bank, National
Association, 16740 San Carlos Boulevard, Fort Myers, Florida 33908, of at such other
address as shall be furnished in writing by any such party to the other, and shall be deemed
to have been given as of the date so delivered or deposited in the United States mail.
SECTION 6.07. APPLICABLE LAW. The substantive laws of the State of
Florida shall govern this Agreement.
SECTION 6.08. INCORPORATION BY REFERENCE. All of the terms
and obligations of the Note Resolution are hereby incorporated herein by reference as if
said Note Resolution was fully set forth in this Agreement.
SECTION 6.09. ASSIGNMENT. The rights and obligations of the Noteholder
hereunder and under the Master Note may be assigned in whole to another "qualified
institutional buyer" (as that term is defined in the regulations promulgated Under the
Securities Act of 1933,as amended)prior to the end of the period during which Draws may
be made, and to any person that is an "accredited investor" (as that term is defined in the
regulations promulgated under the Securities Act of 1933, as amended), after the end of
such period, without the consent of the County. The rights and obligations of the County
hereunder and under the Master Note may not be assigned, transferred, conveyed or
encumbered. without the consent of the Noteholder. The County shall maintain a register
of assigns of this Agreement and the Master Note. This Agreement and the Master Note
shall be binding on the parties and their respective pen-nitted successors and assigns.
SECTION 6.10. WAIVER OF JURY TRIAL; APPLICABLE LAW AND
JURISDICTION. (a) To the extent permitted by applicable law, the County and the
Noteholder knowingly, voluntarily and intentionally waive any right it may have to a trial
by Jury in respect of any litigation based on, or arising out of, under or in connection with
the Note Resolution, the Master Note or this Agreement, or any course of conduct, course
of dealing, statements (whether verbal or written) or actions of the County or the
Noteholder.
24
(b) The parties hereto submit to the Jurisdiction of Florida courts and federal
courts and agree that venue for any suit concerning this Agreement or the Master Note shall
be in Monroe County, Florida and the Southern District of Florida.
SECTION 6.11. USA PATRIOT ACT COMPLIANCE NOTIFICATION.
The Noteholder hereby notifies the County that pursuant to the provisions of the USA
PATRIOT Act, it is required to obtain, verify and record information that identifies the
County. The County will provide the Noteholder with all documentation and other
information the Noteholder requests in order to comply with its ongoing obligations under
applicable "know your customer" and anti-money laundering regulations, including the
USA PATRIOT Act.
SECTION 6.12. NO ADVISORY OR FIDUCIARY ROLE. The County
acknowledges and agrees that(a)the Noteholder has not assumed any advisory or fiducial),
responsibility to the County with respect to the transaction contemplated hereunder and the
discussions, undertakings and procedures leading thereto (irrespective of whether the
Noteholder has provided other services or is currently providing other services to the
County on other matters), (b) the only obligations the Noteholder has to the County with
respect to the transactions contemplated hereunder are expressly set forth in the Proposal
and this Agreement, and (c) the County has consulted its own legal, accounting, tax,
financial and other advisors, as applicable, to the extent it has deemed appropriate,
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25
SECTION 6.13. BUSINESS DAYS. In any case where the due date of interest
on or principal of the Master Note is not a Business Day, then payment of such principal
or interest need not be made on such date but may be made on the next succeeding Business
Day, with the same force and effect if made on the nominal. payment date; provided that
credit for payments made shall not be given until the payment is actually received by the
Noteholder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first set forth herein.
MONROE COUNTY, FLORIDA
(SEAL)
By:
Mayor
Attest: Kevin Madok, Clerk
By:
as Deputy Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
County Attorney's Office
PNC BANK, NATIONAL ASSOCIATION
By:
Name: Nick Ayotte
Title: Senior Vice President, Public Finance
26
EXHIBIT A
FORM OF DRAW CERTIFICATE
The undersigned, on behalf of Monroe County, Florida (the "County"), in
connection with a Draw(the "Draw")to be funded on the day of 5
in the amount of$ pursuant to that certain Line of Credit Agreement dated
as of September —, 2022 (the "Agreement"), between the County and PNC Bank.,
National Association (the "Noteholder"), HEREBY CERTIFIES as follows:
1. The capitalized terms used herein that are not otherwise defined herein shall
have the meanings ascribed thereto in the Agreement.
2. The Note Resolution is in full force and effect and has not been rescinded,
repealed,modified or amended since the date of its adoption except as otherwise described
herein.
3. The Agreement is in full force and effect and has not been terminated,
modified or amended since the date of its execution except as otherwise described herein.
4. The County has complied in all respects with the terms and provisions of the
Bond Resolution, the Note Resolution,the Master Note and the Agreement and the County
is not in default under any provisions of either the Note Resolution or the Agreement.
5. No Determination of Taxability has occurred and is continuing,
6. All of the representations and warranties contained in the Agreement, the
Master Note, the Bond Resolution and the Note Resolution are true and correct as of the
date hereof.
7. The Costs of the Project to be financed or refinanced with proceeds of the
Draw has been duly authorized and approved by the Board.
8. The County has delivered to the Noteholder a Draw Request with respect to
the Draw in accordance with and in compliance with the Agreement; all necessary
approvals of or by the County which are required as a condition precedent to making the
Draw have been satisfied.
9. The proceeds of the Draw will be used solely to finance or refinance Costs
of the Project to be funded by the Draw and described in the Draw Request referred to In
Paragraph 7 above.
A-1
10. All terms, conditions, representations,warranties and covenants contained in
the Agreement, the Note Resolution and the Master Note are incorporated by reference as
if fully restated herein.
Executed as of this day of
M NROE COUNTY, FLORIDA
By:
Title:
A-2
EXHIBIT B
UNITED STATES OF AMERICA
STATE OF FLORIDA
MONROE COUNTY, FLORIDA
MASTER AIRPORT REVENUE NOTE
(PNC Bank,National Association Line of Credit), Series 2022 (AMT)
Final
Interest Rate Date of Issuance Maturity Date
Variable September_, 2022 September_, 2028
MONROE COUNTY, FLORIDA (the "County"), for value received, hereby
promises to pay, solely from the funds described in the within mentioned Agreement, to
the order of PNC BANK, NATIONAL ASSOCIATION, or its successors or assigns (the
"Noteholder"), the lesser of the principal sum of TEN, MILLION AND 00/100 DOLLARS
($10,000,000.00) or so much thereof as may be advanced and outstanding (the "Advanced
Amount") pursuant to that certain Line of Credit Agreement by and between the
Noteholder and the County, dated as of September _, 2022 (the "Agreement"), and to
pay interest on such Advanced Amount from the dates amounts are advanced hereunder
and under the Agreement from time to time, or frorn the most recent date to which interest
has been paid, at the Interest Rate(as determined and defined in the Agreement and subject
to adjustment as provided in the Agreement) quarterly in arrears on January 1, April 1,
July I and October I of each year (each a "Payment Date"), commencing with respect to
each advance hereunder on the first Payment Date that follows the date of such advance
until such Advanced Amount shall have been paid. Interest shall be calculated based upon
a year of 360 days and the actual number of days elapsed. The outstanding Advanced
Amount as of September _, 2025, shall be paid on each Payment Date in an amount
equal to the amount on deposit in the Grant Proceeds Account as of the Business Day (as
defined in the Agreement) which immediately succeeds such Payment Date.
All payments of principal of and interest on the Advanced Amount shall be payable
in any coin or currency of the United States which, at the time of payment, is legal tender
for the payment of public and private debts and shall be made to the Noteholder (1) In
immediately available funds, (2)by delivering to the Noteholder no later than the payment
date a check or draft of the County, or (3) in such other manner as the County and the
Noteholder shall agree upon in writing. During the Repayment Period (as defined in the
Agreement), the County shall instruct the Noteholder to debit principal payments on each
scheduled Payment Date directly from the Grant Proceeds Account (as defined in the
Agreement) to pay scheduled principal on the Advanced Amount.
This Note is issued under the authority of and in full compliance with the
Constitution and statutes of the State of Florida, including, particularly, Chapter 125,
Florida Statutes, and other applicable provisions of law, Resolution No. duly
adopted by the County on August 17, 2022 (the "Resolution"), as such Resolution may be
B-i
amended and supplemented from time to time, and is subject to all terms and conditions of
the Note Resolution and the Agreement. Any capitalized term used in this Note and not
otherwise defined shall have the meaning ascribed to such term in the Agreement.
This Note is being issued to finance or refinance Costs of the Project, as described
in the Agreement. This Note is solely secured by and payable from a senior lien on and
pledge of the Grant Proceeds (as defined in the Agreement) and a junior and subordinate
lien on and pledge of the Net Revenues and Eligible PFC Revenues (as such capitalized
terms are defined in the Agreement), all in the manner and to the extent provided in the
Agreement.
The Noteholder shall provide to the County upon request such documentation to
evidence the amount of interest due with respect to any Draw against the Note. Upon the
occurrence and during the continuation of an Event of Default, this Note shall bear interest
at the Default Rate. In the event the secured overnight financing rate is no longer available
or in certain other circumstances described in the Agreement, the Interest Rate will be
determined in accordance with Section 3.03 of the Agreement.
Notwithstanding any provision in this Note to the contrary, in no event shall the
interest contracted for, charged or received in connection with this Note (including any
other costs or considerations that constitute interest under the laws of the State of Florida
which are contracted for,charged or received)exceed the maximum rate of interest allowed
under the State of Florida as presently in effect.
All payments made by the County hereon shall apply first to accrued interest, and
then to the principal amount then due on this Note.
IT IS EXPRESSLY AGREED BY THE REGISTERED HOLDER OF THIS NOTE
THAT THIS NOTE AND THE DRAWS MADE THEREAGAINST, SHALL NOT BE
OR CONSTITUTE AN INDEBTEDNESS OF THE COUNTY, THE STATE OF
FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, WITHIN
THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER
LIMITATIONS OF INDEBTEDNESS, BUT SHALL BE SOLELY SECURED BY AND
PAYABLE FROM A SENIOR LIEN ON AND PLEDGE OF THE GRANT PROCEEDS
AND A JUNIOR AND SUBORDINATE LIEN ON AND PLEDGE OF NET REVENUES
AND ELIGIBLE PFC REVENUES, IN THE MANNER AND TO THE EXTENT
PROVIDED IN THE AGREEMENT. THE NOTEHOLDER SHALL NEVER HAVE
THE RIGHT TO COMPEL THE EXERCISE OF THE AD VALOREM TAXING
POWER OF THE COUNTY, OR TAXATION IN ANY FORM ON ANY PROPERTY
THEREIN TO PAY THE DRAWS OR THE INTEREST THEREON. THE DRAWS
AND THIS NOTE ARE SPECIAL AND LIMITED OBLIGATIONS SOLELY
PAYABLE AS TO PRINCIPAL AND INTEREST FROM THE GRANT PROCEEDS,
NET REVENUES AND ELIGIBLE PFC REVENUES.
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The rights and obligations of the Noteholder hereunder and under the Agreement
may be assigned in whole to a "qualified institutional buyer" (as that term is defined in the
regulations promulgated under the Securities Act of 1933, as amended) prior to the end of
the period during which Draws may be made, and to any person that is an "accredited
investor" (as that term is defined in the regulations promulgated under the Securities Act
of 1933, as amended), after the end of such period,without the consent of the County.
On or after September _, 2023, the County may prepay and redeem the
Advanced Amount, in whole or in part, in accordance with the provisions of Section 3.02
of the Agreement. During the Repayment Period, the County shall cause the principal
amounts outstanding hereunder to be paid on each Payment Date in an amount equal to the
amount on deposit in the Grants Proceeds Account as of the Business Day immediately
preceding such Payment Date.
Reference to the Note Resolution and the Agreement and any and all resolutions
supplemental thereto and modifications and amendments thereof and to the Act is made
for a description of the provisions and covenants securing this Note, the nature, manner
and extent of enforcement of such provisions and covenants, and the rights, duties,
immunities and obligations of the County.
It is hereby certified, recited and declared that all acts, conditions and prerequisites
required to exist, happen and be performed precedent to and in the execution, delivery and
the issuance of this Note do exist, have happened and have been performed in due time,
fairn and manner as required by law, and that the issuance of this Note is in full compliance
with and does not exceed or violate any constitutional or statutory limitation. It is further
certified that all of the representations, warranties, terms, conditions, and covenants made
and set forth in the Agreement, the Note Resolution and In the ancillary and closing
documents relevant to this Note are remade and incorporated fully by reference herein.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the County caused this Note to be signed by the
manual signature of the Mayor and the seal of the County to be affixed hereto or imprinted
or reproduced hereon, and attested by the manual signature of the Clerk, and this Note to
be dated the Date of Issuance set forth above.
MONROE COUNTY, FLORIDA
(SEAL)
By:
Mayor
Attest:
By:
Clerk of the Circuit Court and
Ex-Officio Clerk to the Board
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
By:
County Attori-ity's Office
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EXHIBIT C
FORM OF DRAW REQUEST
The undersigned, on behalf of Monroe County, Florida (the "County"), hereby
makes this Draw Request in accordance with Section 4.01(a) of that certain Line of Credit
Agreement dated as of September---1 2022 (the "Agreement"), between the County and
PNC Bank, National Association (the "Noteholder") and in connection with the Monroe
County, Florida Master Airport Revenue Note (PNC Bank, National Association Line of
Credit), Series 2022 (AMT), dated as of September 2022 (the "Note").
Draw Amount: $
Undrawn Amount(taking into account the amount of this Draw).- $
Date of Draw:
Wire Instructions:
Description of Project Costs to be financed with Draw (attach invoices if available):
Executed and made a part of the Agreement and the Note as of this day of
MONROE COUNTY, FLORIDA
By:
Title:
APPROVED:
By:
Title: