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03. Proposal of Bank PNC BANK, NATIONAL ASSOCIATION Preliminary Summary of Terms and Conditions for Loan Facilities Monroe County, Florida July 25, 2022 TAX-EXEMPT CONVERTIBLE DRAW-DOWN LINE OF CREDIT 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 thereof will be deemed to have extended any commitment to the Borrower unless and until a formal commitment letter is issued and has been executed, delivered 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 is delivered to you on the understanding that any of the terms of substance hereunder shall not be 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. 1. PARTIES BORROWER: Monroe County, Florida(the"Borrower'). BANK: PNC Bank, National Association("PNC"or the"BanK'). II. 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: Up to$10,000,000 PURPOSE: 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"Project"). MATURITY DATE: Six(6)years from the Closing Date. DRAW DOWN PERIOD: Draws under the Credit Facility may be advanced during the Draw Down Period on a non- revolving basis. As a condition of each draw, a representation of the Borrower is required that neither an Event of Default or Determination of Taxability shall have occurred. The Draw Down Period shall be the period from the Closing Date until 36 months from the Closing Date (the "Conversion Date"). During the Draw Down Period, the Borrower shall be required to make quarterly interest payments and quarterly payments of the Unutilized Fee as described below. CONVERSION DATE: Shall occur 36 months after the Closing Date.On the close of business on the Conversion Date, the Bank's obligation to advance funds under the Credit Facility shall terminate. Outstanding draws under the Credit Facility will convert to a 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 quarterly interest and quarterly principal payments from funds automatically swept from the Grant Receipts Account held at PNC as described further below.Any remaining unpaid principal shall be due and payable upon maturity. GRANT RECEIPTS ACCOUNT: The Borrower shall establish with PNC the Grant Receipts Account whereby all AIP Entitlement 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 to PNC as security for the Credit Facility. MONROE COUNTY,FLORIDA 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 Unuh|ized Fee payments. During the Repayment Period,the Grant Receipts Account will Ue automatically swept on e quarterly basis to satisfy accrued interest payments, Concurrently with the inVanant 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, Secun/rv: The Credit Facility will bosecured by: 1)a first and exclusive lien un the FY2O2O through FY202O A|P Entitlement Grants, the FY2026 B|L Entitlement Grants, and any O|L Discretionary Grants, and 2) a second lien on the Net Revenues of the Key West International Airport(the "Airport") and eligible Passenger Facility Cbangea(PFCo^). F/wAwc/wo DuouMEwrAnuw: The Credit Facility oho|| include standard conditions precedent to purchase and closing, representations and *ananUeo, indamniVea, oovenants, events of default and remedies. The Note, the Loan Agreement, the Bond Reso|u1ion, the Supplemental Reso|utiun, and the other documents required for closing are herein collectively referred to as the"Financing Documents." CLOSING DATE: The closing date is expected to occur in September 2022 (the "Closing DaAe^), and shall be subject to the satisfaction of the conditions precedent set forth in the Credit Facility and the conditions precedent described herein. Ui INTEREST RATES AND OTHER KEY PROVISIONS NBOTAx'ExsMpr 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 sum of(i)7gY6 times One Month Term SOFR and(ii)the Applicable Spread ufVJ5"&. |wrsnsor: The variable rates outlined above are reset monthly. The Interest Payments shall be made ona quarterly basis based on the outstanding balances. Computations of interest shall becalculated unonadua|/3O0 day basis. UwunuzsoFsE: During the Draw Down Period, the Borrower shall pay an unuti|ized fee to the Bank quarterly in arrear's on the last day of each calendar quarter in an amount equal to the product of(i)0.12% perunnum 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 Unuh|ized Fee shall be calculated based upon a year of3O0 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. Dwxwo: Minimum draw amounts are$100,000 and in denominations of$10,000 thereafter, |wmsxFLuon: In the event that SOFR or any successor index at any time would be determined less than 0.0%, such Index rate shall be deemed tobe0.OY6. SOFRREpL»osMswr: |fGOFRiano longer nvaiab|e.the Financing Documents will contain provisions tu replace GOFR in such circumstances with an alternate benchmark index together with certain related adjustments, and permit conforming changes relating to 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 3.5%; and(iii)7.O%. K0OwRos COUNTY, FLORIDA PN �� �� EVENT OF TAXABILITY: In the event a determination of taxability shall occur due to action (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 to the Loans. IV. OTHER FEES AND EXPENSES COMMITMENT/CLOSING FEE: Waived PREPAYMENT: Prepayable without penalty and the Note can be cancelled at any time after the initial year providing all outstanding principal and accrued interest is paid in full. EXPENSES: All expenses incurred by the Bank, including security interests, if applicable, and audit and reasonable legal fees (inside and outside), and any other expenses in reference to structuring, documenting, closing, monitoring or enforcing the Financing Documents, if applicable, shall be for the account of the Borrower and payable at closing and otherwise on demand. Subject to a 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 is closed. 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. FINANCIAL/NEGATIVE COVENANTS AND FINANCIAL REPORTING Affirmative and negative covenants, including the financial covenants and reporting 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;(c)limitation on loans and advances and(d)limitations on amendments to the Financing Documents. FINANCIAL COVENANTS: • Rate Covenant per the Bond Resolution. • Additional bonds tests per the Bond Resolution. FINANCIAL REPORTING: • Annual audited financial statements for the Borrower within 210 days of fiscal year end; • Covenant Compliance and No Event 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 as requested by the Bank. VI. CONDITIONS PRECEDENT TO CLOSING 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; certification of representations and warranties; and certification as to no default or event of default. It is assumed that future draws of the Credit Facility will not be considered new issuances for tax purposes. If this is correct, subsequent opinions will not be required for each draw. If MONROE COUNTY,FLORIDA 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. VII. EVENTS OF DEFAULT/ REMEDIES: The Credit Facility shall include events of default customary for transactions of this nature, including, without limitation: payment default, covenant defaults, breach of representations, invalidity or repudiation of any Financing Document or any material provision thereof,judgment default, bankruptcy or insolvency,and pension plan defaults. Upon the occurrence of an Event of Default, in addition to all other customary remedies, all payment obligations shall bear interest at the Default Rate. VIII. CHOICE OF LAW/JURY TRIAL/ OTHER PROVISIONS GOVERNING LAW: The Credit Facility, and any other documents to which the Bank shall become a party will be governed by the laws of the State of Florida. USA PATRIOT ACT NOTICE: Pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. 107 56), the Bank is required to obtain,verify and record information that identifies the Borrower and,potentially,other loan parties, 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 in accordance with the USA PATRIOT Act. TRIAL: To the extent permitted by law, the parties to the Credit Facility agree to waive a jury trial in any proceeding including the Bank. TRANSFERs/ASSIGNMENTS: 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 to mutual agreement of the parties,which are not included herein. NO ADVISORY OR 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 procedures leading thereto(irrespective of whether the Bank or any of its affiliates has provided other services or is currently providing other services to the Borrower on other matters); (ii)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 (iii) the Borrower has consulted its own legal,accounting,tax,financial and other advisors,as applicable, to the extent it has deemed appropriate. MONROE COUNTY, FLORIDA 4 AGREEMENT BY THE BORROWER: The Borrower hereby desires to engage the Bank in the origination of the Credit Facility pursuant to the terms and conditions stated herein. Recognizing that this Term Sheet is non-binding on the Bank unless and until a commitment is issued, please evidence your interest in proceeding on 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 due diligence and credit underwriting for the foregoing transaction. ACCEPTED AND AGREED TO: MONROE COUNTY,FLORIDA By: Print Name: Title: Date: MONROE COUNTY, FLORIDA PNC MONROE COUNTY, FLORIDA 6