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11. 1st Amendment 07/19/2023 N Kevin Madok, cpA N Mooe Coty, Clerk of the Circuit Court& Comptroller nr un Florida DATE: July 24, 2023 TO: Ricliar(I Strickland Director ol'Airports ATTN: Beill I&to, Deptity Director Airport Finance & A(Inunistrati0ii FROM: Paincla G. Haiico4C. SUBJECT: Jul)' 19" BOCC Meeting Attaclic(I is an electronic copy offfic following item for your liwiffling: H10 Resoltilloii No. 252-2023atitlion'ziiigcxectitloiiol'al"Aiiieii(iiiiciittoljiieol' Cre(lit ,kgreenient wills PNC Bank, National Association wilt respect to interiiiii financing of various capital improvements at the Key`Vest InteniationalAirport; WI(I j)r()j1i(l1jjg all effeClille (late for (Ills Resoltiti011. Sliould you leave an®' questions please feel free to contact ine at (305) 292-3550. cc: Counly Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 3300 Marathon, Florida 3300 Plantation Key, Florida 33070 RESOLUTION 252 -2023 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT WITH PNC BANK, NATIONAL ASSOCIATION WITH RESPECT TO INTERIM FINANCING OF VARIOUS CAPITAL IMPROVEMENTS AT THE KEY WEST INTERNATIONAL AIRPORT; AND PROVIDING AN EFFECTIVE DATE FOR THIS RESOLUTION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA: SECTION 1. FINDINGS AND AUTHORIZATIONS. It is hereby found and determined that: (A) Monroe County, Florida (the "County") previously entered into a Line of Credit Agreement, dated September 15, 2022 (the "Credit Agreement"), PNC Bank, National Association(the "Noteholder")to provide a line of credit facility in an aggregate principal amount of up to $10,000,000 to finance various capital improvements at the Key West International Airport. (B) The County's obligations under the Credit Agreement are secured by a pledge of certain Grant Proceeds (as defined in the Credit Agreement). (C) The County recently learned that it will receive a Bipartisan Infrastructure Law competitive airport terminal grant during Fiscal Year 2023 (the "2023 BIL Grant") which it was not expecting to receive. (D) The County and the Noteholder have agreed that the proceeds of the 2023 BIL Grant should not be part of the security under the Credit Agreement and it is necessary and desirable to amend the Credit Agreement to exclude the proceeds of the 2023 BIL Grant from the definition of Grant Proceeds. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted and implemented pursuant to the County of the Act. SECTION 3. DEFINITIONS. When used in this Resolution, the terms defined in the Credit Agreement shall have the meanings therein stated, except as such definitions may be hereinafter amended and defined. 1 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 4. APPROVAL OF FIRST AMENDMENT. The terms and provisions of the First Amendment to Line of Credit Agreement (the "First Amendment") in substantially the form attached hereto as Exhibit A are hereby approved, with such changes, insertions and additions as the Mayor and the Clerk may approve. 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 A,with such changes, insertions and additions as they may approve,their execution thereof being evidence of such approval. SECTION 5. 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 6. 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 7. EFFECTIVE DATE. This Resolution shall become effective immediately upon its adoption. 2 PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 19th day of July 2023. Mayor Craig Cates Absent Mayor Pro Tem Holly Merrill Raschein Yes Commissioner Michelle Lincoln Yes Commissioner James K. Scholl Yes j co(zZ Commissioner David Rice Yes— BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA evin Madok, Clerk By: As Deputy Clerk Holly Merrill Raschein, Mayor Pro Tern OE P 0 J.M N ASSI cou 3 Date --- 7) ir- F T) M Dm C:) 3 EXHIBIT A FORM OF FIRST AMENDMENT FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT between MONROE COUNTY, FLORIDA and PNC BANK, NATIONAL ASSOCIATION Dated as of July 19, 2023 This FIRST AMENDMENT TO LINE OF CREDIT AGREEMENT, dated as of July 19, 2023 (the "First Amendment") is made and entered by and between MONROE COUNTY,FLORIDA(the "County")and PNC BANK,NATIONAL ASSOCIATION(the "Noteholder"), and amends the Line of Credit Agreement, dated as of September 15, 2022, between the County and the Noteholder(the "Credit Agreement"). Capitalized terms used herein shall have the meanings set forth in the Credit Agreement. WITNESSETH WHEREAS,the County and the Noteholder have previously entered into the Credit Agreement providing to the County a line of credit facility under which funds may be borrowed by the County to provide financing for costs of various capital improvements at the Key West International Airport. WHEREAS, the obligations of the County to repay amounts borrowed and other amounts payable thereunder are secured by a pledge of certain Grant Proceeds. WHEREAS, the County recently learned that it will receive a Bipartisan Infrastructure Law competitive airport terminal grant during Fiscal Year 2023 (the "2023 BIL Grant") which it was not expecting to receive. WHEREAS, the County and the Noteholder have agreed that the proceeds of the 2023 BIL Grant should not be part of the security under the Credit Agreement and it is necessary and desirable to amend the Credit Agreement to exclude the proceeds of the 2023 BIL Grant from the definition of Grant Proceeds. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT. The definition of"Grant Proceeds" set forth in Section 1.01 of the Credit Agreement is amended and restated in its entirety to read as follows: "Grant Proceeds" shall mean the proceeds of any Airport Improvement Program entitlement grants allocated to, programmed for, awarded in, or received by the County in Fiscal Years 2026 through and including Fiscal Year 2028, the proceeds of any Bipartisan Infrastructure Law entitlement grants allocated to,programmed for, awarded in, or received by the County in Fiscal Year 2026 and the proceeds of any Bipartisan Infrastructure Law competitive airport terminal grants allocated to, programmed for, awarded in, or received by the County in Fiscal Years 2024 through and including Fiscal Year 2028. For clarity, the proceeds of any I Bipartisan Infrastructure Law competitive airport terminal grants awarded in Fiscal Year 2023 shall not be considered Grant Proceeds. SECTION 2. CONTINUING FORCE AND EFFECT. The Credit Agreement, as amended by this First Amendment, shall remain in full force and effect. SECTION 3. COUNTERPARTS. This First Amendment may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SECTION 4. SEVERABILITY. The invalidity or unenforceability of any one or more phrases, sentences, clauses or sections contained in this First Amendment shall not affect the validity or enforceability of the remaining portions of this First Amendment, or any part thereof. SECTION 5. GOVERNING LAW. This First Amendment shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of law principles. SECTION 6. EFFECTIVENESS. This First Amendment shall become effective when executed and delivered by the last party to execute this First Amendment. [SIGNATURE PAGE FOLLOWS] 2 [SIGNATURE AT U PACE TO FIRST AMENDMENT) T) wrrNESS WHEREOF', the parties hereto have duly executed this First ' as of the date first above written. MONROE COUNTY, FLORIDA c By: Holly Merrill Ra chein, Mayor Pr®Tem Attest. Kevin Mad k,Clerk By: as Deputy Clerk z APPROVED AS TO FORM AND I-EGAL SUFFICIENCY: m C County Attorneys Office �m PNC BANK, NATIONAL ASSOCIATION By- Name: Nick Ayotte Title: Senior Vice President, Public Finance 3 CERTIFICATE AS TO INCUMBENCY AND SIGNATURES I, Pedro J. Mercado, the undersigned Senior Assistant County Attorney of Monroe County, Florida (the "County"), am delivering this Certificate relating to the execution by the County of the First Amendment to Line of Credit Agreement, dated as of July 1 , 2023, between the County and PNC Bank, National Association (the "First Amendment"). I hereby certify, to the best of my knowledge, as follows: 1. That Holly Merrill Raschein, Mayor Pro Tern of the Board of County Commissioners (the "Board") of the County, has executed the First Amendment by her manual signature, and said Mayor Pro Tern was on the date she executed the First Amendment and is now the duly elected, qualified and acting Mayor Pro Tern of the County. . That Liz Yongue, Deputy Clerk of the Circuit Court of the County and x- ficio Deputy Clerk to the Board of County Commissioners, has caused the official seal of the County to be imprinted on the Agreement, said seal imprinted hereon being the official seal of the County,and that she caused such seal and the Mayor Pro e 's signature to be attested by her manual signature, and that said Deputy Clerk was on the date she signed the Agreement, and is now a duly qualified and acting Deputy Clerk. . That the seal which has been impressed on or otherwise reproduced on the First Amendment is the legally adopted, proper and only seal of the County. . That the true and correct signatures of the Mayor Pro Tern and Deputy Clerk are set forth below. Term o i t re le of Office Office Expires xa a Pro Tern November 2024 w p _ ' t discretion o yr a i uty Clerk Clerk IN WITNESS WHEREOF, I have hereunto set my hand as of the 24th day o July , 2023. mow.. Pedro J. Mercado, Esq., Senior Assistant County Attorney