Exhibit 10.1
EXECUTION VERSION
STATE OF FLORIDA
DEPARTMENT OF TRANSPORTATION
AND
FEC PEVT, L.L.C.,
BORROWER,
AND
FLORIDA EAST COAST RAILWAY, L.L.C.,
GUARANTOR.
STATE-FUNDED
STATE INFRASTRUCTURE BANK
LOAN AGREEMENT
Catalog of State Financial Assistance (CSFA):
55.020
Contract Number:
AQQ70
Financial Project Number:
432005-1
State of Florida Department of Transportation
605 Suwannee Street
Tallahassee, Florida
32399-0450
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
1.01
WORDS AND TERMS
2
1.02
CORRELATIVE WORDS
4
ARTICLE II
WARRANTIES, REPRESENTATIONS AND COVENANTS
2.01
GENERAL WARRANTIES, REPRESENTATIONS AND COVENANTS
4
2.02
[Intentionally Deleted.]
7
2.03
LEGAL AUTHORIZATION
7
2.04
AUDIT AND MONITORING REQUIREMENTS
7
ARTICLE III
THE PROJECT
3.01
PROJECT CHANGES
10
3.02
TITLE OF PROJECT
10
3.03
PERMITS AND APPROVALS
10
3.04
PROHIBITION AGAINST DISPOSITIONS
10
3.05
COMPLETION MONEYS
11
3.06
PROJECT SCHEDULE AND INDEBTNESS
11
ARTICLE IV
OPERATION AND MAINTENANCE OF THE PROJECT
4.01
REVENUES
11
4.02
NO FREE SERVICE
11
4.03
MAINTENANCE OF PROJECT
11
4.04
PROJECT ADDITIONS AND MODIFICATIONS
11
4.05
COLLECTION OF REVENUES
12
ARTICLE V
DEFAULTS AND REMEDIES
5.01
EVENTS OF DEFAULT
12
i
5.02
REMEDIES
13
5.03
REMEDIES NOT EXCLUSIVE; DELAY AND WAIVER
13
ARTICLE VI
COLLATERAL
6.01
SUPERIORITY OF THE PLEDGE TO THE DEPARTMENT
14
ARTICLE VII
GENERAL PROVISIONS
7.01
DISCHARGE OF OBLIGATIONS
14
7.02
RESERVED
14
7.03
ASSIGNMENT OF RIGHTS UNDER AGREEMENT
14
7.04
AMENDMENT OF AGREEMENT
15
7.05
ANNULMENT OF AGREEMENT
15
7.06
SUSPENSION AND TERMINATION
15
7.07
SEVERABILITY CLAUSE
16
7.08
APPROPRIATION
16
ARTICLE VIII
INSURANCE
ARTICLE IX
DETAILS OF FINANCING
9.01
PRINCIPAL AMOUNT OF LOAN
17
9.02
FINANCING RATE
17
9.03
LOAN DISBURSEMENTS
17
9.04
LOAN REPAYMENTS
18
ARTICLE X
MISCELLANEOUS
10.01
THIRD PARTY AGREEMENTS
18
10.02
DISADVANTAGED BUSINESS ENTERPRISE (DBE) POLICY AND OBLIGATION
18
10.03
DISCRIMINATORY VENDOR
19
10.04
EQUAL EMPLOYMENT OPPORTUNITY
19
10.05
PROHIBITED INTERESTS
19
10.06
ENVIRONMENTAL POLLUTION
20
10.07
NO OBLIGATION TO THIRD PARTIES
20
10.08
WHEN RIGHTS AND REMEDIES NOT WAIVED
20
ii
10.09
BONUS OR COMMISSION
20
10.10
USE AND MAINTENANCE OF PROJECT
20
10.11
INDEMNITY
20
10.12
PLANS AND SPECIFICATIONS
21
10.13
PROJECT COMPLETION, BORROWER CERTIFICATION
21
10.14
THIRD PARTY BENEFICIARY
21
10.15
ENTIRE AGREEMENT
21
10.16
NOTICES
22
10.17
E-VERIFY
22
10.18
EXECUTION OF AGREEMENT
23
10.19
SUCCESSORS AND ASSIGNS
23
10.20
GOVERNING LAW
23
10.21
JURY TRIAL WAIVER
23
10.22
USURY
23
10.23
PAYMENT OF STAMP TAX
23
EXHIBITS
EXHIBIT A
Disbursement Schedule Form
EXHIBIT B
Loan Disbursement/Repayment Schedule
EXHIBIT C
Disbursement Request Form
EXHIBIT D
Summary Project Specifications
EXHIBIT E
Form of Continuing Disclosure Agreement
EXHIBIT F
Form Of SIB Security Agreement
EXHIBIT G
Form Of Subordination Agreement
iii
STATE-FUNDED
STATE INFRASTRUCTURE BANK LOAN AGREEMENT
THIS AGREEMENT is entered into by and among the STATE OF FLORIDA DEPARTMENT OF
TRANSPORTATION (the "Department"), FEC PEVT, L.L.C., a Florida limited liability
company (the "Borrower") and Florida East Coast Railway, L.L.C., a Florida
limited liability company (the "Guarantor").
RECITALS
A.
Section 339.55, Florida Statutes (the
"State Act"), creates within the Department a state-funded infrastructure bank
("SIB").
Under the State Act, the Department is