Okaloosa County BOCC — November 5, 2013 — Compass Bank Proposal — reading text

ye we Co D a S S City President/Market Executive Phone 850 796 4107 Fax 850 243 2635 jeficunford@bbvacompass.com 7 sri bay 198 Eglin Parkway NE Fort Walton Beach, FL 32548 November 15, 2013 Mtr. Jon Morris Administration and Finance Manager Northwest Florida Regional Airport State Road 85 Eglin AFB, FL 32542 jmorris@co.okaloosa.fl.us RE: Not to exceed $10,500,000 direct loan to refund the $8,545,000 outstanding balance of the County’s Airport Revenue Bonds, Series 2003, and repay in full a $2,000,000 loan made to the County by the Florida Local Government Finance Commission for Airport System projects. Mr. Morris: On behalf of BBVA Compass we are pleased to submit the following non-binding Term Sheet. BBVA Compass enjoys an excellent reputation in the financing industry and is one of the premier lending institutions in the United States. Our sound financial base and organizational experience provides us the capacity and expertise to service your financing needs, Lender Information: Naine of Lender: Compass Morigage Corporation Federal Identification Number: 63-0644123 Jeffrey V. Dunford City President / Market Executive BBVA Compass 198 Eglin Pkwy NE, 3" Floor Primary Contact: Address: ; Fort Walton Beach, FL 32548 | : ‘Telephone: (850) 796-4107 — Office : (850) 240-5642 - Cellular 4 * Bmail: ' jeff. dunford@bbvacompass.com ; ; Other Contact: Steve Siple Senior Vice President : Government & Institutional Banking Address; 15 South 20" Street, 2" Floor Birmingham, AL 35233 Telephone: (205) 524-7122 Email: steve. siple@bbvacompass.com BBVA Compass is a trade name of Compass Bank, Member FDIC, Proposal Stracture: Borrower: Purpose: Amount: Structure: Security: Lender Fees: Lender’s Counsel: Pricing and Repayment: Interest Rate: Interest Compounding: Okaloosa County, Florida, To refund the $8,545,000 outstanding balance of the County’s Airport Revenue Bonds, Series 2003, and repay in full a $2,000,000 loan made to the County by the Florida Local Government Finance Commission for Airport System projects. Not to exceed $10,500,000 Tax Exempt Non Bank Qualified Loan The loan will be issued pursuant to a Master Indenture of Trust (the "Master Indenture"), dated as of August 1, 2003, and will be secured by a first lien upon and pledge of the Net Revenues derived by the County from the operation of its Airport System. The loan will be issued ‘on a parity basis with the County’s approximately $8.7 million of Taxable Airport Revenue Bonds, Series 2007. In addition, the direct loan will be secured by a lien upon and pledge of a Passenger Facility Charge (the “PFC”) levied by the County pursuant to federal legislation and collected by air carriers serving the Airport. None $8,500 in legal fees, exclusive of costs and expenses, to be paid by Borrower (assumes that Borrower’s counsel drafts the documents and Lender’s counsel reviews). Option 1 - Maturity Date of October 1, 2028: Fixed Rate: 3.15% Option 2 — Maturity Date of October 1, 2030: Fixed Rate: 3.31% These fixed rates are set for a period of 60 days from the date of this Proposal and are based on the principal repayment schedules attached to this proposal. Notwithstanding the foregoing, if the tax-exempt status of the loan is revoked by final determination of the United States Department of Treasury, the loan or the affected portions of the loan will bear interest at an interest rate sufficient to give to the Lender an after-tax yield equal to the loan yield before the tax-exempt status was revoked, None Payment Schedule: Default Interest: Term: Prepayment provisions: Semi-annual interest payments each April 1 and October 1, commencing on April 1, 2014, Annual principal payments cach October 1, commencing on October 1, 2014, Please see the principal repayment schedules attached to this proposal and labeled as Exhibits A and B. In the event of a Default that continues beyond any determined cure period, a default rate of interest of 2.50% higher than the Note Rates may be assigned by the Lender. This does not preclude the enforcement of any other remedies as defined in the Loan Documents. Option 1}: Approximately fifteen (15) years, Final maturity date of October 1, 2028. Option 2: Approximately seventeen (17) years. Final maturity date of October 1,-2030. Up to and including October 1, 2023, Borrower shall have the option to prepay in whole or in part, in minimum amounts of $5,000 or any integral multiple thereof upon at least ten (10) days prior written notice to the Lender, on each interest payment date. If Borrower makes any such prepayment during the closed period, Borrower shall pay to Lender a prepayment premium equal to the following: The Annual Yield Differential multiplied by the Percent Being Prepaid, multiplied by the Average Remaining Outstanding Principal Amount of the Note prepaid, multiplied by the number of days from the date Lender received the prepayment through the Maturity Date, divided by 360, where for purposes of this calculation: “Annual Yield Differential” means the difference (but not less than zero) between the U.S. Treasury yield (from the Federal Reserve daily 1.15 report) for a U.S. Treasury security having a maturity closest to the Maturity Date, at the Closing Date of the Loan, arid the U.S, Treasury yield (from the Federal Reserve daily H.145 report) for a U.S, Treasury security having. a maturity closest to the Maturity Date, at Prepayment Date. . “Average Remaining Outstanding Principal Amount” means the simple average of the existing principal Loan balance as of the Prepayment Date and the Loan balance as of the Maturity Date. “Percent Being Prepaid” means the amount determined by dividing the principal amount being prepaid by the Loan balance as of the Prepayment Date. The prepayment fee shall be applicable to any prepayments made by the Borrower that are in addition to the scheduled amortization on the Loan. Expenses: Other Requirements/Terms: Pre-payable at par, plus accrued interest, at any time after October 1, 2023, All expenses incurred by the Lender shall be paid by the Borrower, These include, but are not limited to, fees and expenses of Lender’s legal counsel, any applicable State of Florida fees, and any other expenses in reference to structuring, documenting, closing, monitoring or enforcing the Loan, and shall be payable at closing or otherwise on demand. Payment by Borrower of expenses described above shall not be contingent upon the closing of the Loan. 1) 2) 3) 4) 5) 6) Three years audited financial statements plus footnotes. In addition, annual audited financial statements will be provided, within 210 days of fiscal year-end, during the life of the financing to the Lender, Further, during the life of the financing, the Borrower shall provide Lender with any information regarding the Pledged Revenues that the Lender may reasonably request from time to lime. Any additional information which BBVA Compass may attach significance to in reviewing the credit of the County. The covenants, terms and conditions contained in the Borrower’s Master Trust Indenture shall be applicable to this Loan. Lender shall not require a Debt Service Reserve Fund. Borrower will agree to take such actions as may be ' required by Treasury regulations in order to maintain the status of the loan as a tax-exempt obligation. Borrower agrees to entertain discussions with Lender regarding other banking services that may be available to the County. Other standard conditions for loans of this type (for exainple fees for late payments, étc.). Documents shall be in a form acceptable to Lender and Lender’s counsel and to include the appropriate opinion(s) of counsel, Legal Requirements: The Borrower shall make representations and warranties standard for this type of transaction, in form and substance satisfactory to the Lender including, but not be limited to, compliance with laws, enforceability, no material litigation, insurance, absence of default and absence of material adverse change. This term sheet in its present form does not represent a commitment to finance by the Lender but is contingent upon final credit underwriting and approval. Should the Borrower select this proposal, Lender anticipates that the final credit approval decision will be made within 10 business days. Pricing and terms of this proposal are submitted subject to approval and allocation of funds by Compass Mortgage Corporation. Further, the credit facility must be structured so as to allow it to be classified as a loan or a Held-To-Maturity security and be acceptable to Compass Mortgage Corporation. The Lender will not certify to any party that these credit facilities are or are not securities under applicable securities laws. tf you should have any questions or would like to discuss this in greater detail, please do not hesitate to call. Sincerely, _ —— a) CIAL, | OA Jeffrey V. Dunford City President / Markei Executive x Acknowledged and Accepted By: Signature Printed Name Title Exhibit A Okaloosa County , Florida Northwest Florida Regional Airport Principal Repayment Schedule Principal - Principal Payment Dates Payment Amounts 10/1/2014 522,491.00 10/1/2015 541,045.00 10/1/2016 560,259.00 10/1/2017 580,155.00 10/1/2018 600,757.00 10/1/2019 622,091.00 10/1/2020 644, 183,00 10/1/2021 667,059.00 10/1/2022 690,748.00 10/1/2023 715,278.00 10/1/2024 740,679.00 10/1/2025 766,982.00 10/1/2026 794,219.00 40/1/2027 822,424.00 10/1/2028 851,630.00 10, 120,000.00 Exhibit B Okaloosa County , Florida Northwest Florida Regional Airport Principal Repayment Schedule Principal Payment Dates 10/1/2014 10/1/2015 10/1/2016 10/1/2017 10/1/2018 10/1/2019 10/1/2020 10/1/2021 10/1/2022 10/1/2023 10/1/2024 10/1/2025 10/1/2026 10/1/2027 10/1/2028 10/1/2029 10/1/2030 Principal Payment Amounts 480,000.00 440,000.00 450,000.00 470,000.00 485,000.00 505,000.00 525,000.00 545,000.00 570,000.00 595,000.00 625,000.00 655,000.00 690,000.00 715,000.00 755,000.00 795,000.00 820,000.00 10,120,000,00