From: Jim Newton <Jim.Newton@Exim.Gov> 

 

To: robert.mayer@pnc.com 

Cc: nawshin.varming@pnc.com, Jonathon Kim <Jonathon.Kim@Exim.Gov>, 

 Sharon Whitt <Sharon.Whitt@Exim.Gov> 

Date: 02/29/2012 07:51 PM 

 

Subje Re: Global Credit Express - Pilot Loan Program 

ct: 

 

Bob, thank you for providing us with your counsel's comments!

On the Application:

Regarding the "Additionality" statement in the Originator's Application on

page 7, your counsel makes a good point because the statement has been

excerpted from the Working Capital Guarantee Application. I'm going to

recommend that we change the wording to read as follows:

"We would not be willing to make this loan on the terms prescribed in the

Global Credit Express Program, and in our opinion the financial assistance

to be approved is not otherwise available on reasonable terms without the

participation of Ex-Im Bank."

While I believe this change can be incorporated into the Global Credit

Express Application, we have to submit your Bank's comments about the

application to OMB (Office of Management and Budget) within the next 30

days to secure their approval to make such a change. Basically, OMB has to

agree a change is warranted. As I understand the process, PNC's request

for a change and our acknowledgement of the change should satisfy OMB's

requirements.

On the Master Referral Fee Agreement:

Section 5. (a) - In the Term Sheet dated 2/23/12, we provided an example of

"good standing" as ". . . all obligations have been paid as agreed, and

there are no defaults, suspensions, restrictions or overdrafts on their

accounts . . ." (See attached) I concede neither the Master Referral Fee

Agreement nor the Term Sheet states the customer relationship does not have

to be a borrowing relationship. We have consistently made that point in

our communications, but we chose not to make it a non-requirement in the

Agreement. If PNC wants Ex-Im Bank to specifically address it in the

Master Referral Fee Agreement, then I think our in-house counsel can

accommodate that request. Let me also assure you that Ex-Im Bank is not

asking PNC to certify the Borrower will not default. We are seeking only a

modicum of comfort from PNC and the other Originators that the applicant is
not currently in default or otherwise deficient.

Section 5. (b) - I think our in-house counsel can accommodate this change

request to read: "Originator is not aware, to the best of its knowledge, of

any material misstatement or omission in the GCE Borrower materials

submitted to Ex-Im Bank , , ,"

Sections 6 & 7 - The Originator may charge the Borrower a referral fee of

up to $2,000 and a renewal fee of up to $1,500. The Originator (PNC) will

be copied on the Commitment Letter issued by Ex-Im Bank to the Borrower

once the loan has been approved by Ex-Im Bank. When the loan is closed and

funded, the initial disbursement under the loan will be the referral fee

payment, which Ex-Im Bank will promptly wire transfer to the Originator

(PNC). If you like, we can email you the identifying wire information and

amount at the time of the transfer. The same procedures will apply to

renewals given they require a new application, approval and Commitment

Letter. Again, the renewal fee will be disbursed from the loan and

promptly wire transferred to the Originator. Please note that the

Originator has the sole discretion to determine the amount of both the

referral and renewal fees in amounts of up to $2,000 and $1,500,

respectively. If PNC wants to charge the Borrower flat fees of $2,000 for

referrals and $1,500 for renewals that's the Bank's prerogative. Some

Originators have indicated they may not charge either referral or renewal

fees so we needed to allow for amounts less than the stated limits of

$2,000 and $1,500.

Exhibit A - Paragraph F - PNC is currently certifying to both parts of Para

F (i.e., current and future status of representations made) in the standard

certifications section of the Ex-Im Bank Working Capital Guarantee

Documents as well as other Ex-Im Bank Insurance and Guarantee Programs.

We're in the process of collecting and responding to comments on the Global

Credit Express Loan, Security & Guarantee Agreement, the Commitment Letter,

and the Master Referral Fee Agreement. We hope to compile the comments and

requested changes into a final set of documents for distribution to all of

the Originators by March 15, 2012. Jonathon Kim, Ex-IM Bank's in-house

counsel for the GCE Program, may have further comments on the changes you

have requested for Sub-Sections 5 (a) & (b). If that's the case, we'll

arrange a conference call to address those points and any others with you

and your counsel.

Thanks again for getting back to us with your counsel's comments and

concerns! I hope I have addressed them to your joint satisfaction!

I greatly appreciated the opportunity to meet with you and your PNC

colleagues on Monday!

Jim Newton