Form DOT F 2326-1 DOT F 2326-1 Fiscal Years 2013 & 2014 Letter of Interest Form

OMB CONTROL NUMBER: 21XX-XXXX

EXPIRATION DATE: mm/dd/yyyy

DOT F 2326-1

DOT

DOT

DOT

U.S. Department of Transportation

TIFIA Credit Program

Fiscal Years 2013 & 2014 Letter of Interest Form

All projects wishing to apply for Federal credit assistance under the Transportation Infrastructure Finance and Innovation Act (TIFIA), as amended, must first submit a Letter of Interest using this revised form. Pursuant to the recently enacted Moving Ahead for Progress in the 21st Century Act (MAP-21), the application process, which includes the submission of Letters of Interest, will now be conducted on a rolling basis by the U.S. Department of Transportation (DOT). Applicants for Federal credit assistance for Federal Fiscal Year (FY) 2013 and FY 2014 (or any other credit assistance which may be available through the TIFIA Program during these two fiscal years) must complete an acceptable Letter of Interest and meet all eligibility criteria to be permitted to submit a formal application.

Projects that previously submitted Letters of Interest for a prior fiscal year’s funding, but have not previously been asked by the DOT to submit an application, must submit a new Letter of Interest. In the context of a public-private partnership, where multiple bidders may be competing for a concession such that the obligor has not yet been identified, the procuring agency must submit the project’s Letter of Interest on behalf of the eventual obligor. The DOT will not consider Letters of Interest from entities that have not obtained the legal rights to develop the project.

This revised Letter of Interest form reflects changes made to the TIFIA program by MAP-21. To be considered for TIFIA assistance, projects must submit a Letter of Interest that: (i) describes the project and the location, purpose, and cost of the project, (ii) outlines the proposed financial plan, including the requested credit assistance and the proposed obligor, (iii) provides a status of environmental review, and (iv) provides information regarding satisfaction of other eligibility requirements of the TIFIA Program. Please reference the Notice of Funding Availability posted in Summer 2012 in the Federal Register. Please check the TIFIA website regularly to identify updated program guidance, Letter of Interest, and application materials. Applicants should refer to the TIFIA website often to ensure that the most up-to-date Letter of Interest form is used (file date is included in the footer).

The DOT will review each Letter of Interest and may contact project sponsors for clarification of specific information included in the Letter of Interest. The DOT will notify project sponsors if the DOT determines that their projects are not eligible, or if the DOT will not be able to continue reviewing their Letter of Interest until eligibility requirements are addressed. If the DOT does not determine a project to be ineligible based on its initial review, the DOT will request additional information to supplement the Letter of Interest and complete its eligibility determination. This information may include, among other things, more detailed descriptions of the project, applicant and its organizational structure, the project’s readiness to proceed, the project’s financial plan (including financial model), revenue feasibility studies, and financial commitments to the project from sources other than TIFIA. The DOT will also request that the applicant provide a preliminary rating opinion letter at this time and the project sponsor will be required to pay TIFIA for reimbursement of the cost of DOT’s advisors as described below. Upon receipt of payment, the DOT will engage an independent financial advisor to prepare a report and recommendation acceptable in form and substance to the DOT. The DOT may also engage an independent legal advisor as well as other advisors (as applicable) to help complete its evaluation of a project’s eligibility.

The increased demand on TIFIA’s resources has led to the discontinuation of the practice of advancing the entire cost of advisors engaged to assist the DOT in determining a projects creditworthiness and overall eligibility and having those costs reimbursed to the DOT after execution of a credit agreement. Upon request, project sponsors must pay TIFIA in the amount of $100,000 before the DOT hires advisors as part of the Letter of Interest review process. The DOT may also require reimbursement for additional expenses related to services provided by the DOT’s outside advisors in connection with the evaluation of the TIFIA application and negotiation of the TIFIA transaction documents. By submitting this Letter of Interest, the applicant certifies that it will reimburse the DOT for costs incurred in relation to services provided by the DOT’s outside advisors in connection with the evaluation of the TIFIA Letter of Interest.

After concluding its review of each Letter of Interest and related information submitted by the project, along with the independent financial analysis report from the DOT’s independent financial advisor, the DOT will permit sponsors of eligible projects to submit complete applications. The DOT will conduct a rolling application process where project sponsors may submit Letters of Interest at any time and the DOT will permit project sponsors to apply once a favorable eligibility determination is made. The boxes below expand as needed to facilitate provision of a sufficient amount of detail to demonstrate to the DOT the project’s satisfaction of all eligibility criteria. If you have questions regarding completing this form, please contact the TIFIA program office at (202)366-1059. Please complete all applicable information using this Letter of Interest form and attach this request via email to [email protected].

A) Describe the Project, Location, Purpose, and Cost of the Project.

1. Describe the project:

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2. Describe the project location:

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3. Describe the project’s purpose, including quantitative or qualitative details on public benefits the project will achieve:

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4. Provide the estimated capital cost (and eligible project costs) of the project, including derivation of capital costs and functional descriptions relevant to TIFIA credit assistance:

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5. Provide a schedule for the project including milestones for predevelopment, financial close, and (e.g., right of way acquisitions progress; development plan, status and risks; procurement status; number of contracts for each project element; parties to each contract, commercial close; financial close, etc.): (Insert Text Here)

B) Outline the Proposed Financial Plan, including the Requested Credit Assistance.

1. Detail the plan of finance in sufficient detail to assist the DOT in its creditworthiness assessment. Include a flow of funds of the proceeds that will be used to satisfy repayment of TIFIA credit assistance as well as any other project obligations:

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2. Detail the sources and uses of funds. Include the total estimated amount of Federal assistance sought for the project:

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3. Type of credit assistance. Please indicate whether the sponsor intends to use a Master Credit Agreement with contingent commitments for purposes of carrying out a program of projects. If using a Master Credit Agreement, please provide the expected timing and amount of credit assistance requested for each of the projects in the program:

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4. Amount of TIFIA credit assistance sought:

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5. Provide a rationale for the amount of TIFIA credit assistance requested, as a percentage of reasonably anticipated eligible project costs (e.g., a project sponsor can demonstrate that traditional sources of financing are not available at feasible rates without the TIFIA assistance, or that the costs of traditional financing options would constrain the sponsor’s ability to deliver the project, or that delivery of the project through traditional financing approaches would constrain the sponsor’s ability to deliver a group of related projects, or a full capital program):

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6. Explain the flexibility in the financial plan to finance the project with a reduced percentage of TIFIA credit assistance:

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7. Description of revenue source(s) pledged to repayment:

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8. Address the status of any revenue feasibility studies. Please include an anticipated timeframe for completing the feasibility studies:

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C) Status of Environmental Review.

1. Summarize the status of the project’s environmental review, including dates or anticipated dates for completing the environmental review process:

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2. Discuss whether the project has received a Categorical Exclusion, Finding of No Significant Impact, or Record of Decision or whether a draft Environmental Impact Statement has been circulated, alternatives considered (for EIS), status and risks:

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D) Information Regarding Satisfaction of TIFIA Eligibility Requirements.

Please demonstrate the following:

1. Creditworthiness:

a. Ability to satisfy applicable creditworthiness standards, including indicative terms sought for the TIFIA loan (lien position, proposed amortization schedule, debt service coverage ratios, etc.)

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b. Rate covenant, if applicable:

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c. Debt Service Reserve for both the senior debt and TIFIA debt, if applicable:

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d. Adequate coverage requirements to ensure repayment, including description of proposed covenants as well as amortization schedule for both the senior debt and TIFIA debt:

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e. Ability to obtain two investment grade credit ratings on senior debt and two credit ratings on the TIFIA debt (investment grade if senior); if project costs are less than $75 million only one rating on the senior debt and the TIFIA debt are needed. If a preliminary credit rating is unavailable at this time, provide anticipated preliminary ratings for both the senior debt and TIFIA debt:

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2. Foster partnerships that attract public and private investment for the project:

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3. Enable the project to proceed at an earlier date or reduced lifecycle costs (including debt service costs):

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4. Reduce the contribution of Federal grant assistance for the project:

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5. Construction contracting process can commence no more than 90 days from execution of a TIFIA credit instrument:

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E) Project Participants.

1. Name of Applicant/Borrower:

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2. Overall Organizational Structure:

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3. If submitting a Letter of Interest as a rural infrastructure project, describe how the project meets MAP-21’s definition of a rural infrastructure project. Please also describe whether the project is located outside of an urbanized area as defined under title 23:

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4. What entity (i.e., public-sector agency/authority or private-sector company) will serve as the applicant?

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5. Will the applicant and the borrower be the same entity? Who are the members of the project team?

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6. Project Website or Applicant/Borrower Website:

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F) Additional Eligibility Requirements.

Describe how the project satisfies applicable requirements of title 23, the requirements of chapter 53 of title 49 for applicable transit projects, the requirements of section 5333(a) of title 49 for applicable rail projects, and requirements for applicable highway projects, including, but not limited to, the Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), The Uniform Relocation Assistance and Real Property Acquisitions Policies Act of 1970 (42 U.S.C. 4601 et seq.), and Buy America provisions (49 U.S.C. § 50101; 23 U.S.C. § 313; 49 U.S.C. Chapters 244, 246; 49 U.S.C. § 24305; 49 U.S.C. § 5323(j); 49 C.F.R. Part 661, as applicable):

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G) Inclusion in Transportation Plans and Programs.

Is the project consistent with the State Transportation Plan and, if applicable, the metropolitan plan?

 No  Yes  Not applicable

Provide a brief summary that the project is included in both the long-range transportation plan and the approved State Transportation Improvement Programs (STIP) of each state affected by the project. Describe how the project satisfies planning and programming requirements of §134 ("Metropolitan Planning") and §135 ("Statewide Planning") of title 23. For projects in metropolitan areas, describe how the project is or can be included in the metropolitan transportation plan: Insert Text Here

H) Readiness to Apply.

Is the project prepared to submit an application within a short timeframe after receiving an invitation from the DOT?

 No  Yes  Unsure

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What factors could impact this timetable or the applicant’s ability to provide all required information?

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Describe the reasons why TIFIA credit assistance is being sought at this time. How will the timing of potential TIFIA credit assistance impact the project’s timetable and project delivery requirements?

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I) Additional Information.

Briefly discuss any other issues that may affect the development and financing of the project, such as community support, pending legislation or litigation:

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Please provide any other additional information necessary:

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J) Key Contact Person.

Identify a key contact person with whom all communication should flow:

Name: (Point of Contact)

Title:

Street Address:

City/State/Zip:

Phone:

Fax:

E-mail:

K) Additional information requested.

DUNS:

Project Location:

State:

County:

City:

Congressional Districts Impacted by the Project:

Type of Jurisdiction (e.g., rural, urban):

Charges. The increased demand on TIFIA’s resources has led to the discontinuation of the practice of advancing the entire cost of advisors engaged to assist the DOT in determining a projects creditworthiness and overall eligibility and having those costs reimbursed to the DOT after execution of a credit agreement. Upon request, sponsors must pay TIFIA in the amount of $100,000 before the DOT hires advisors as part of the Letter of Interest review process. The DOT may also require reimbursement for additional expenses related to services provided by the DOT’s outside advisors in connection with the evaluation of the TIFIA application and negotiation of the TIFIA transaction documents. By submitting this Letter of Interest, the applicant certifies that it will reimburse the DOT for costs incurred in relation to services provided by the DOT’s outside advisors in connection with the evaluation of the TIFIA Letter of Interest, evaluation of the TIFIA application, and negotiation of the TIFIA transaction documents, irrespective of whether the credit agreement is executed.

Debarment. The undersigned certifies that it is not currently, nor has it been in the preceding three years: 1) debarred, suspended or declared ineligible from participating in any Federal program; 2) formally proposed for debarment, with a final determination still pending; 3) voluntarily excluded from participation in a Federal transaction; or 4) indicted, convicted, or had a civil judgment rendered against it for any of the offenses listed in the Regulations Governing Debarment and Suspension (Governmentwide Nonprocurement Debarment & Suspension Regulations: 49 C.F.R. Part 29).

Default/Delinquency. The undersigned further certifies that neither it nor any of its subsidiaries or affiliates are currently in default or delinquent on any debt or loans provided or guaranteed by the Federal Government.

Signature: By submitting this Letter of Interest, the undersigned certifies that the facts stated herein are true, to the best of the applicant’s knowledge and belief after due inquiry, and that the applicant has not omitted any material facts. The undersigned is an authorized representative of the applicant.

Submitted by:

Applicant/Borrower Name___________________________

Title____________________________

Organization_____________________

Date____________________________

Please attach any relevant documents (e.g., maps, organization charts, etc.).

Paperwork Reduction Act Burden Statement

A federal agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for failure to comply with a collection of information subject to the requirements of the Paperwork Reduction Act unless that collection of information displays a currently valid OMB Control Number. The OMB Control Number for this information collection is 21XX-XXXX. Public reporting for this collection of information is estimated to be approximately 120 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, completing and reviewing the collection of information.

All responses to this collection of information are voluntary; if an applicant desires that any information submitted in its letter of interest or application or any supplementary material not be released by the Department upon request from a member of the public or otherwise made publicly available, the applicant is directed to state so and directed to provide reasons why such information is confidential and should not be released, including particulars as to any competitive harm which would potentially result from the release of such information.. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Information Collection Clearance Officer, U.S. Department of Transportation, 1200 New Jersey Avenue, SE, Washington, D.C. 20590.

Letter of Interest-TIFIA Credit Program

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