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HomeMy WebLinkAboutDNT Asset Trust/JP Morgan $5.5MM Commitment Letter - 7.15.2024J.P. Morgan COMMITMENT LETTER July 16, 2024 Quentin Hart, Mayor City of Waterloo Quentin.hart@waterloo-ia.org Dear Mayor Quentin Hart: City of Waterloo, Iowa (the "Borrower"), has requested that DNT Asset Trust, a Delaware statutory trust and wholly -owned subsidiary of JPMorgan Chase Bank, N.A. or one of its affiliates purchase a tax- exempt note (the "Note") in a principal amount of $5,500,000 to be issued by the State of Iowa (the "Issuer") for the benefit of the Borrower. DNT Asset Trust (the "Purchaser") is pleased to confirm its willingness to purchase the Note in the amount of $5,500,000 (the "Commitment") on the terms and conditions set forth in this letter (the "Commitment Letter") and in the Summary of Terms and Conditions attached hereto (the "Term Sheet"). The obligation of the Purchaser to provide credit to the Borrower through its purchase of the Note is subject in all respects to the execution and delivery of definitive loan documentation (the "Note Documents") satisfactory to the Purchaser and its counsel. The Note Documents will contain such representations, warranties, covenants, events of default, conditions precedent, remedies and general provisions that the Purchaser and its counsel deem necessary and appropriate. The terms and conditions set forth in the Term Sheet outline certain of the provisions to be contained in the Note Documents, rather than a full and complete description or exclusive list of all terms, covenants and conditions which will be included in the Note Documents. The Purchaser's obligation under this Commitment will also be subject to (a) the Purchaser's determination that there is no material adverse change in the business, reputation, condition (financial or otherwise), operations, performance or properties of the Borrower from June 30, 2023, (b) the Purchaser not becoming aware of any information or other matter affecting the Borrower or the transactions contemplated hereby which is inconsistent in a material and adverse manner with any information or other matter previously disclosed to us, (c) the Borrower's compliance with the terms of this Commitment Letter and (d) the other conditions set forth herein and in the Term Sheet. The Borrower agrees to reimburse the Purchaser for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of attorneys for the Purchaser, which attorneys may be employees of the Purchaser) incurred in connection with the preparation, negotiation, execution, and enforcement of this Commitment Letter, the Note Documents and any other documentation contemplated hereby or thereby. The obligations of the Purchaser under this Commitment Letter are enforceable solely by the Borrower and may not be relied upon by any other person. The Purchaser will not be liable under this Commitment Letter or any Note Document or in respect of any act, omission or event relating to the transaction contemplated hereby or thereby, on any theory of liability, for any special, indirect, consequential or punitive damages. IF THIS COMMITMENT LETTER, THE TERM SHEET OR ANY SUCH ACT, OMISSION OR EVENT BECOMES THE SUBJECT OF A DISPUTE, EACH OF THE BORROWER AND THE PURCHASER WAIVE TRIAL BY JURY. This Commitment Letter and the Term Sheet are for the Borrower's confidential use only and may not be disclosed to any person other than its employees, attorneys and financial advisors (but not commercial lenders), and then only in connection with the proposed transaction and on a confidential basis, except where (in the Borrower's reasonable judgment) disclosure is required by law or where the Purchaser consents to the proposed disclosure. The Purchaser at all times will have the right to share information received from the Borrower with its affiliates and their respective officers, directors, employees and agents. This Commitment Letter and the Term Sheet supersede any and all prior versions hereof or thereof. This Commitment Letter may only be amended with the written consent of the parties hereto. This Commitment Letter shall be governed by the internal laws of the State of Iowa. This Commitment Letter and the Term Sheet are submitted to you in our capacity as a lender in an arm's length commercial transaction. Purchaser and its affiliates are acting solely as a principal and not as a "Municipal Advisor" as defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules") or any other agent or fiduciary capacity; are providing this information to you in reliance on the bank exemption in the Municipal Advisor Rules; and are not providing any advice or recommending that you take action or refrain from taking action. Please see "Municipal Advisor Disclosure" in the Term Sheet. You acknowledge that Purchaser and its affiliates may be providing debt financing, equity capital and financial advisory or other services to companies with which you may have conflicting interests regarding the transactions described herein and otherwise. Neither Purchaser nor any of its affiliates will use or disclose confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter in connection with the performance by Purchaser or any of its affiliates of services to or on behalf of other companies. You also acknowledge that Purchaser and its affiliates have no obligation to use or to furnish to you confidential information obtained from other companies in connection with the transactions contemplated by this Commitment Letter. The provisions contained herein and in the Term Sheet will continue and will remain absolute obligations of the Borrower, unless and until superseded by the provisions of definitive Note Documents, whether or not the Note Documents are executed or any loan is made or Note is purchased by the Purchaser or any conditions of lending are met. If the foregoing correctly sets forth our agreement, please indicate the Borrower's acceptance of the terms of this Commitment Letter and the Term Sheet by returning to the Purchaser an executed counterpart hereof not later than 7:00 a.m., New York City time, on July 16, 2024. The Purchaser's Commitment will expire on such date in the event the Purchaser has not received such executed counterpart in accordance with the immediately preceding sentence. Sincerely, DNT Asset Trust, a wholly owned subsidiary of J.P.Morgan Chase Bank, N.A: By: Angela J. Blackmer and Rachelle Beals Title:Authorized officer of DNT Asset Trust (Blackmer) and Authorized officer of J.P.Morgan Chase Bank, N.A (Blackmer and Beals) ACCEPTED AND AG,R[EE O: uC %e/ G (z Ila/ oisirnur - SSIG�NEGj ut°'arteninBy: Title: Mayor Date: 7/15/2024 cc: David Chan, Wayne Herring, Edward Mullen Purchaser Counsel: David Field