FORWARD RATE LOCK AGREEMENT
May [11], 2022
Dear Ladies and Gentlemen:
Defined Terms:
Rate Lock Date: May [11], 2022
Closing Date: May [19], 2022
Rate Lock Amounts: See Exhibit A
Benchmark Rates (%): See Exhibit A
This Forward Rate Lock Agreement (this “Agreement”) is to confirm that, pursuant to your request, JPMorgan Chase Bank, National Association (the “Purchaser”) has reserved for the Chula Vista Bayfront Facilities Financing Authority (the “Authority”) $___________ in fixed rate funds with regard to the Authority’s Chula Vista Bayfront Facilities Financing Authority Revenue Bonds (Chula Vista Bayfront Convention Center) Series 2022A (Federally Taxable) (the “2022A Bonds”) and $__________ in fixed rate funds with regard to the Authority’s Chula Vista Bayfront Facilities Financing Authority Revenue Bonds (Chula Vista Bayfront Phase 1A Infrastructure Improvements) Series 2022B (Tax -Exempt) (the “2022B Bonds”; and, together with th e 2022A Bonds, the “Bonds”), in each case effective on the Rate Lock Date, in anticipation of setting the interest rate on the respective series of Bonds to be issued by the Authority on the Closing Date pursuant to the draft Indenture of Trust (the “Inden ture”), attached hereto in Exhibit B, and the draft Bond Purchase and Continuing Covenant Agreement (the “BPCCA”), attached hereto as Exhibit C.
1. In order to lock the Benchmark Rates for setting the interest rate on each series of Bonds on the Closing Date, the Authority agrees that, if for any reason , the Bonds are not issued by the Authority for purchase by the Purchaser on the Closing Date, including, without limitation, as a result of failing to satisfy any condition to such purchase under the BPCCA, then the Authority shall pay to the Purchaser a Breakage Fee (as described in paragraph 2 below). The Breakage Fee will be due within 5 business days of the Purchaser’s written request (the “Payment Date”), as further described below.
2. The Breakage Fee shall be the amount, if any, equal to any loss, cost, or expense (including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted, including call optionality, to be acquired by the Purchaser to maintain its commitments to fund or maintain the term of the financing or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to the Purchaser) incurred by the Purchaser as a result of the Authority not issuing the Bonds for purchase by the Purchaser on the Closing Date. If the Purchaser requests a Breakage Fee, it shall provide to the Authority a certificate setting forth the computation of the loss, cost, or expense giving rise to such Breakage Fee in reasonable detail supporting such claim as the Authority shall Confidential
2 reasonably and in good faith request. If there is any dispute with respect to the claim made by the Purchaser pursuant to this Section, the Purchaser and the Authority shall negotiate in good faith to attempt to resolve such dispute. Notwithstanding any such dispute, the Authority acknowledges that its obligations to the Purchaser under this Agreement are unconditional and such payment shall be made by the Payment Date by the Authority.
3. The Authority is authorized and has received its necessary board approvals and agrees that the Purchaser’s willingness to lock in the Benchmark Rates in advance of the Closing Date is sufficient consideration for the Authority’s agreement to pay the Breakage Fee pursuant to the terms hereof. The Authority further acknowledges and agrees that the Purchaser’s agreement to lock in the Benchmark Rates in no way commits the Purchaser to enter into the transaction , which is subject to the satisfaction of the terms and conditions of the BPCCA.
4. Any amount due under this Agreement which is not paid upon demand by the Purchaser shall bear interest until paid at a rate per annum equal to the Default Rate as defined in the BPCCA.
5. The Authority understands and ag rees that neither the Purchaser nor any of its affiliates has acted or is acting as its financial advisor, municipal advisor, or in any other advisory, agency or fiduciary capacity with respect to the transaction described herein (whether or not the Purchaser or any of its affiliates has provided or is currently providing other services to the Authority on related or other matters). The Authority has retained its own independent advisor in connection with the transaction described herein. In addition, the Authority acknowledges that it has determined, without reliance upon the Purchaser or any of its affiliates, the financial and economic risks and merits, as well as the legal, tax and accounting characterizations and consequences, of the transaction described herein and it is capable of assuming such risks.
6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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3 If the Authority is in agreement with the above, please indicate such acceptance by providing signatures as set forth below, and returning this Agreement to my attention.
Yours truly,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By: _________________________________
Name:
Its:
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4 Agreed to and accepted by:
CHULA VISTA BAYFRONT FACILITIES FINANCING AUTHORITY
Date: May [11], 2022
By: _________________________________
Name: ______________________________
Its: _________________________________
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5 Exhibit A
Advance
Number:
Rate Lock
Amounts:
Funding
Dates:
Optional
Prepayment
Date:
Maturity Dates: Benchmark
Rates (%):
Advance 1a
(taxable)
$[ ] May [19],
2022
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 1b
(tax-
exempt)
$[ ] May [19],
2022
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 2
(taxable)
$[ ] August [15],
2022
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 3
(taxable)
$[ ] November
[15], 2022
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 4
(taxable)
$[ ] February
[15], 2023
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 5
(taxable)
$[ ] May [15],
2023
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 6
(taxable)
$[ ] August [15],
2023
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 7
(taxable)
$[ ] November
[15], 2023
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 8
(taxable)
$[ ] February
[15], 2024
May [19],
2026
May [19], 2027 [ ]% p.a.
Advance 9
(taxable)
$[ ] May [15],
2025
May [19],
2026
May [19], 2027 [ ]% p.a.
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6 Exhibit B
Draft Indenture
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7 Exhibit C
Draft Bond Purchase and Continuing Covenant Agreement