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Home My WebLink About4166 Series 2018B Note BackupBankUnited, N.A. 7765 NW 148 Street Miami Lakes, FL 33016 E-mail: paguila@bankunited.com Percy R. Aguila, Jr. Senior Vice President Corporate Banking Tel: 305.818.8661 Il BankUnited Jason Walker Executive Director Omni CRA 1401 N. Miami Avenue-2nd Floor Miami, Florida 33136 RE: Omni Community Redevelopment Agency —Series 2018B Note Dear Mr. Walker: May 15, 2018 BankUnited, N.A. (the "Bank") is pleased to provide you with this Term Sheet outlining the basic terms and conditions currently being contemplated for the proposed extension of credit applicable to the financing of the CRA's Workforce/Affordable Housing and related Projects. This Term Sheet is subject to final credit approval pursuant to the following: Borrower: The Omni Community Redevelopment Agency (the "CRA" or "Borrower"), which was created in 1986 and is a public body corporate and politic created pursuant to the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statues, as amended, and other applicable provisions of law (the "Act"). The CRA's boundaries were established in 1986, and expanded in 2009, in order to pursue a program of community redevelopment within designated portions of the City of Miami. The CRA is responsible for implementing the redevelopment plan as adopted and amended, from time to time (the "Redevelopment Plan"). Amount: Total of $15,000,000, consisting of the following: Series 2018B Note --Not to exceed approximately $15,000,000 (the "Series 2018B Note Amount"). Lender: BankUnited, N.A. and/or Bridge Funding Group, Inc., an affiliate of BankUnited, N.A (the "Lender"). Facility: Series 2018B Note —The obligation will in the form of a fixed rate, non - revolving draw -down line of credit in an amount not to exceed the Series 2018B Note Amount (the "Series 2018B Note"). Amounts available under the Series 2018B Note will be advanced from time to time subject to usual and customary conditions, as further described herein. Closing Date: On or before July 1, 2018 or as otherwise mutually agreed upon by the Borrower and the Lender, but no later than July 15, 2018 (the "Closing Date"). Purpose: The Series 2018B Note will finance (i) the costs of acquisition and clearing of land and the development of affordable housing thereon located in Miami, Florida (ii) make a deposit to the Debt Service Reserve Fund, and (Hi) pay cost of issuance. 1 MIA 186234782v2 — Draft for Discussion Security: The Series 2018B Note shall be payable from and secured by a senior lien upon and pledge of the Series 2018 Pledged Revenues, consisting of: Payments: (a) all Tax Increment Revenues available to the CRA after the payment of its obligations under certain Interlocal Agreements, including but not limited to the payments being made pursuant to the Interlocal Agreement entered into on December 31, 2007 between the City, the County and the CRA ("PAC Payments"); the payments being made pursuant to the Global Agreement entered into between the City, the County and the CRA for Museum Park ("Museum Payments"), as modified; and the payments being made pursuant to the Global Agreement for the Port Tunnel Project ("Port Payments"). (b) all moneys on deposit in the Funds and Accounts established under the Loan Agreement or other security documents that are created and established with respect to or for the benefit of the Series 2018B Note. Interest is payable semi-annually, on each March 1 and September 1 of each year, commencing March 1, 2019. Principal is payable on September 1 of each year, commencing September 1, 2019. Day Count Method: Based on 12, 30-day months (30/360). Term/Maturity: The Series 2018B Note shall be for a term that extends to September 1, 2029, at which time all outstanding advances shall be due and payable. Given the "draw -down" nature of the Series 2018B Note, principal amortization shall be structured so as to produce level debt service on all of the CRA's outstanding Series 2018A Bond and the Series 2018B Note. If at the time of closing, the Series 2018B Note is fully drawn, the corresponding preliminary amortization schedule would produce level debt service on the outstanding Series 2018A Bond and the Series 2018B Note: YEAR, Principal Amount [1] 2019 1,185,000 2020 1,210,000 2021 1,235,000 2022 1,260,000 2023 1,285,000 2024 1,315,000 2025 1,345,000 2026 1,370,000 2027 1,435,000 2028 1,485,000 2029 1,875,000 Total $15,000,000 [1] Preliminary amounts, payable September 1,subject to adjustment. 2 MIA 186234782v2 — Draft for Discussion Interest Rate: The interest rate on the Series 2018B Note shall be fixed extending to September 1, 2029 at the following interest rates: Prepayment: --a taxable interest rate of 4.50% on any advances that are made under the Series 2018B Note on or after the Closing Date and through August 31, 2019. --a taxable interest rate of 5.00% on any advances that are made under the Series 2018B Note on or after September 1, 2019 and through February 28, 2020. Subject to prior notice by the CRA and subject to bond counsel opinions acceptable to the Bank and satisfying other conditions under the Loan Agreement, the interest rate on the Series 2018B Note can be converted to a tax-exempt rate on each semi-annual interest payment date and/or on each semi-annual principal and interest payment date. Upon acceptance of the Bank to convert the interest rate to a tax-exempt rate, the Series 2018B Note shall bear interest at a fixed rate of 3.55% upon conversion from a taxable rate of 4.50% and 3.95% upon conversion from a taxable rate of 5.00%, extending to September 1, 2029. Optional Redemption. The Series 2018B Note principal installments maturing on or before September 1, 2023 are not subject to redemption prior to maturity. The Series 2018B Note principal installments maturing on or after September 1, 2024 are subject to redemption prior to maturity at the option of the Borrower, in whole or in part, in any order of maturity as determined by the Borrower, on any date on or after September 1, 2023 at a redemption price equal to the principal amount of the Series 2018B Note to be redeemed, plus accrued interest thereon to the date of redemption. Bank Counsel: BankUnited will be represented by Greenberg Traurig, LLP (the "Bank Counsel"). Issuer Costs/Counsel: The CRA will pay for its costs from the Series 2018B Note, including fees payable to its counsel, financial advisors, bond counsel, escrow agent, loan referral fees and the fees charged by Bank Counsel. Deposit & Accounts: The CRA shall designate BankUnited as a Qualified Public Depository ("QPD"), as defined by the State of Florida and pursuant to Chapter 280, Florida Statutes, for purposes of establishing BankUnited as an eligible depository of CRA funds. Debt Service Reserve Requirement: Covenants: The Reserve Requirement will be the lesser of (i) the maximum annual debt service requirement of the Series 2018B Note or (ii) 125% of the average annual debt service of the Series 2018B Note, or (iii) 10% of the proceeds of the Series 2018B Note or $1,500,000. The Series 2018B Note Reserve will be funded at closing. No additional bonds and parity obligations may be issued or incurred unless the amount of Pledged Revenues for the immediately preceding fiscal year is equal at least to one hundred fifty percent (150%) of the maximum annual debt service of the outstanding Series 2018A Note, the Series 2018B Note and the additional bonds and parity obligations proposed to be issued or incurred. Commitment Fee: A one-time commitment fee of 0.25% of the principal amount of the Series 2018B Note will be payable at closing. 3 MIA 186234782v2 — Draft for Discussion Loan Referral Fee: A one-time loan referral fee of 0.25% of the principal amount of the Series 2018B Note will be payable at closing. Default Rate: Under an Event of Default for nonpayment only, while the Series 2018B Note is outstanding on a tax-exempt basis or taxable basis, the Default Rate shall be calculated at 6.00%, per annum. Default & Remedies: BankUnited shall be entitled to all remedies available under the financing documents and the Indenture. Upon the occurrence of an event of default under the Indenture or other security document, the financing documents will provide remedies to BankUnited customary for transactions of this nature, exercise rights and remedies available under law, equity or under the terms of the Indenture and other financing documents. The documents shall provide that defaults shall be curable. Gross Up: Tax Treatment: Annual Reporting Requirements: Governing Law: Acceptance: Very truly yours, Percy R. Aguila, Jr. Senior Vice President ACCEPTED BY: Upon an event of taxability caused by actions or failures to act of the CRA, the interest rate on the Series 2018B Note shall increase to a taxable rate of 5.00%. Interest on the Series 2018B Note Bond shall be excludable from gross income for federal income tax purposes, as evidenced by a customary opinion of Bond Counsel. The CRA shall covenant to perform all actions, functions or requirements in order to maintain the tax-exempt status on the Series 2018B Note. (1) Prepare audited financial statements of the CRA. The audited financial statements will be delivered to the Bank on or before June 30 of each year for the fiscal year ending on the preceding September 30, commencing June 30, 2018 for the fiscal year ending on the preceding September 30, 2017. (2) Prepare an annual budget of the CRA (the "Annual Budget"). All aspects of the Series 2018B Note being discussed, including this Term Sheet, and any related financing documents would be governed by the laws of the State of Florida. On behalf of BankUnited, we sincerely thank you for the opportunity to service your financing needs. Should you wish to proceed with obtaining formal credit approval under the general terms and conditions outlined herein, please acknowledge the CRA's acceptance by signing below and returning one original signed document. By: As: 4 MIA 186234782v2 — Draft for Discussion