Form DOT F 2326-1 DOT F 2326-1 Letter of Interest Form

O MB Control Number: [2105-0569]; Expiration Date: [●, 2021]

TIFIA & RRIF Letter of Interest Fiscal Year 2018 - 2021

The Build America Bureau (the “Bureau”) administers the application processes for the Railroad Rehabilitation and Improvement Financing (“RRIF”) and Transportation Infrastructure Finance and Innovation Act of 1998 (“TIFIA”) credit programs. The Bureau has developed this form to be used as the letter of interest (“LOI”) to be used by persons seeking credit assistance from the Department.

Before submitting an LOI, however, a party seeking credit assistance from the Department should work with one of the Bureau’s project development leads, or “PDLs,” who will assist the party in determining project needs and the specific ways in which the Bureau can provide TIFIA and RRIF credit assistance. After a party has completed the initial consultation process with a PDL, and if the proposed project appears reasonably likely to be able to satisfy the eligibility requirements of the applicable credit program, the Department will request an LOI for the project.

A party seeking TIFIA credit assistance must, as required by 23 U.S.C. 602(a)(1)(A), submit an LOI to the Bureau as a prerequisite to submission of a credit application (“Application”). A party seeking RRIF credit assistance is encouraged to submit an LOI to the Bureau to present information about its organization and proposed project prior to submitting an Application. The Bureau may ask for additional supporting evidence, clarifying or quantifying details, or updates to previously submitted information at any time during the LOI review process.

Under the Paperwork Reduction Act of 1995, a federal agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The valid OMB control number for this information collection is [2105-0569]. The Department estimates that it will generally take applicants fewer than twenty (20) hours to assemble a single RRIF or TIFIA LOI. A party seeking credit assistance under both Bureau programs may submit a single completed form for both credit programs, except under certain circumstances. The party submitting this form will be referred to herein as the “Applicant.” The party proposed to enter into the credit instrument will be referred to herein as the “Borrower.”

Additional information about the application process is included as Appendix 1 to this form.

DETAILED GUIDANCE WITH RESPECT TO SPECIFIC SECTIONS OF THIS LOI FORM IS AVAILABLE IN THE BUREAU CREDIT PROGRAMS GUIDE. THE CREDIT PROGRAMS GUIDE CAN BE DOWNLOADED HERE.

If you still have questions regarding how to complete this form, please contact the PDL assigned to your project or the Bureau at (202) 366-2300 or [email protected].

Summary Information

Applicant Name: Click or tap here to enter text.

Project Name: Click or tap here to enter text (the “Project”)

Project Location: Click or tap here to enter text.

☐ TIFIA Amount Requested: $ Click or tap here to enter text.

Estimate of Eligible Project Costs: $ Click or tap here to enter text.

Credit Instrument Requested: Click or tap here to enter text.

☐ RRIF Amount Requested: $ Click or tap here to enter text.

Estimate of Eligible Project Costs: $ Click or tap here to enter text.

Credit Instrument Requested: Click or tap here to enter text.

Duplicate this box as necessary for master credit agreement requests.

Section A: Applicant Information

Provide the following information about the Applicant.

☐ Check this box if the Applicant is different from the Borrower and duplicate Section A to provide information for the Borrower, to the extent known.

1. Legal Name and Principal Business Address:

Click or tap here to enter text.

2. Authorized Point of Contact: Provide the name, title, and contact information of the person authorized to be the point of contact for all matters related to this LOI.

   1. Name and Title: Click or tap here to enter text.

   2. Email Address:Click or tap here to enter text.

   3. Telephone Number: Click or tap here to enter text.

   4. Mailing Address (if different from principal business address) – include for both U.S. mail and courier purposes (i.e., no P.O. Box) address:
      Click or tap here to enter text.

3. Applicant Information.

   1. Chose an entity type:

   2. If “Other”: Click or tap here to enter text.

   3. Freight railroads, please identify your revenue class:

   4. Identify the date and place of incorporation or organization, legal and organizational structure, ownership structure, as applicable, and the state(s) or territory(ies) in which the Applicant does business. Provide a hyperlink to the Applicant’s web site, if available:
      Click or tap here to enter text.

   5. Provide an organizational chart showing the leadership structure as Attachment A-1. List financial, legal, and other advisors for the Project, as applicable.

4. If the Applicant is different from the Borrower, explain why the Applicant is submitting this form instead of the Borrower:
   Click or tap here to enter text.

TIFIA Applicants Only

5. Private entities seeking TIFIA credit assistance must provide the name, and a brief description of, the public entity sponsoring the Project for state/local planning purposes. See Section B.5 for more information.
   Click or tap here to enter text.

RRIF Joint Venture Applicants Only

6. If you selected “Joint Venture” in Section 3.a, provide the following information about the Joint Venture party that is eligible to apply for a RRIF loan (referred to in this section as the “JV eligible applicant”). See the Credit Programs Guide for more information.

   1. Identify the legal name and principal business address of the JV eligible applicant:
      Click or tap here to enter text.

   2. Identity the JV eligible applicant’s entity type:
      

   3. Identify the date and place of incorporation or organization, legal and organizational structure, ownership structure, as applicable, and the state(s) or territory(ies) in which the JV eligible applicant does business.
      Click or tap here to enter text.

   4. Provide a hyperlink to the JV eligible applicant’s web site, if available. Click or tap here to enter text.

   5. Provide an organizational chart showing the leadership structure of the JV eligible applicant as Attachment A-2. List financial, legal, and other advisors for the Project, as applicable.
      Click or tap here to enter text.

   6. Provide the name, title, and contact information of the person authorized to be the point of contact for all matters related to this LOI.
      Click or tap here to enter text.

   7. Describe the nature of the Joint Venture relationship and any documentation supporting the existence of the Joint Venture relationship.
      Click or tap here to enter text.

   8. If your Joint Venture includes parties other than the Applicant and the JV eligible applicant, please describe them here.
      Click or tap here to enter text.

Section B: Project Information

☐ Check this box if requesting a master credit agreement and duplicate this Section B for each project to be covered under the master credit agreement. For information about master credit agreements, see the Credit Programs Guide.

☐ TIFIA State Infrastructure Bank Projects: Check this box if the Borrower will be a state infrastructure bank (SIB) seeking to capitalize or fund a rural projects fund with the proceeds of a secured TIFIA loan. See the Credit Programs Guide for more information about SIB projects. SIB Borrowers must provide the information required of this Section B for each project that the SIB anticipates offering a loan.

1. Project Name. Assign a short name to the Project, for purposes of identification.
   Click or tap here to enter text.

2. Project Location.

   1. Describe the location of the Project. Wherever possible, identify: each city and/or county, Metropolitan Statistical Area (MSA), if applicable, and state in which the Project is located; the cities and/or counties and MSA that the Project will serve; any major highways, rail or transit routes intersecting the Project; and the Congressional districts impacted by the Project. If the Project will cross state lines, please provide the above information for each state impacted.
      Click or tap here to enter text.

   2. Attach a vicinity map showing the Project’s location, impacted cities and/or counties and states, and all major highways, rail or transit routes as Attachment B-1. Provide a high-level map of the Project showing major design elements as part of Attachment B-1.
      Click or tap here to enter text.

   3. ☐ Check this box if the Project is a surface transportation project located wholly or partially outside of an urbanized area with a population greater than 150,000 individuals, as determined by the U.S. Census Bureau. Provide information about the rural area in which the Project will be implemented and the population as determined in the latest Census.
      Click or tap here to enter text.

3. Eligible Project Costs.
   a. Provide an estimate for each of the total Project costs and the eligible Project costs, inclusive of any project development activities, professional services, and financing costs, as applicable, and including costs incurred to date:
   $ Click or tap here to enter text./$ Click or tap here to enter text.
   
   See the Credit Programs Guide for a discussion of eligible costs for each credit program.
   
   b. Provide a high-level Project budget as Attachment B-2 that identifies the eligible project cost associated with all major work activities. If you are requesting that the Department include as an eligible project cost those project development or right-of way acquisition costs incurred or anticipated to be incurred prior to submission of an Application for Bureau credit assistance, those costs, per each work activity, should be separately identified in the Project budget.

4. Project Description.

   1. Provide a detailed Project scope, inclusive of all major functional elements and operations and maintenance. Describe all features to be constructed. Identify the anticipated useful life of the Project, the method of Project delivery, and the name of the entity or entities responsible to implement the Project.

Click or tap here to enter text.

2. Provide a link to the Project web site, if any: Click or tap here to enter text.

3. Provide a high-level Project schedule, including milestones related to: planning, environmental review, design, procurement, construction, start of revenue service and anticipated receipt of any Federal financial assistance, including the credit instrument requested. Indicate the status of the Project within the schedule.
   Click or tap here to enter text.

4. ☐ Check this box if the Project is anticipated to be delivered as a public-private partnership. Describe the value-for-money (or comparable) analysis undertaken before deciding to advance the Project as a public-private partnership. Click or tap here to enter text.

5. If you are requesting expedited processing, explain why your Application and Project are suitable candidates for expedited processing. See the Credit Programs Guide for more information.
   Click or tap here to enter text.

6. Identify all entities that are anticipated to contribute funding, real property, design or construction of discrete elements of Project scope, or other valuable consideration to the Project. Identify all entities currently entitled or anticipated to be entitled in the future to utilize the Project after substantial completion and the anticipated level of usage and maintenance responsibilities. Provide documentation and evidence of such contributions as Attachment B-3.
   Click or tap here to enter text.

7. Provide conceptual design plans for all Project elements as Attachment B-4.

5. Transportation Planning and Programming Process Approvals. Indicate whether the Project has been included in the long-range transportation plan, the metropolitan transportation improvement program (TIP), and the approved statewide transportation improvement program (STIP) of each state affected by the Project. Information relating to state freight plans and state rail plans should also be discussed. Provide any supporting documentation as Attachment B-5. Only the cover page and project page for each document should be provided.
   Click or tap here to enter text.

6. Environmental Review. Describe the status of the Project’s environmental review. If known, identify the lead federal agency and lead local agency responsible for the environmental review. If completed, identify the final environmental decision document for the Project and attach as Attachment B-6.
   Click or tap here to enter text.

Section C: Financial Plan

☐ Check if requesting a master credit agreement and modify each response accordingly to address all projects proposed to be covered under the master credit agreement.

1. Specify the type of Bureau credit assistance (RRIF, TIFIA or both), total dollar value of credit assistance, and the type of credit instrument requested.
   Click or tap here to enter text.
   
   

2. Specify the value of Bureau credit assistance requested (or anticipated to be requested) as a percentage of the total eligible Project costs.
   Click or tap here to enter text.%

3. Identify the value of other Federal financial assistance requested (e.g., grants or other loans), separately identifying the non-Federal share for such assistance.
   $ Click or tap here to enter text.

4. Identify the total value of all anticipated Federal financial assistance, including Bureau credit assistance requested, as a percentage of the total eligible Project costs.
   Click or tap here to enter text.%

5. Describe the sources and uses of funds for the Project.
   Click or tap here to enter text.

   1. Indicate the status of commitments (e.g., approved, budgeted, appropriated, applied for, etc.) of each source. Discuss, as necessary, any additional approvals required to ensure availability of each source of funds for the Project.
      Click or tap here to enter text.

   2. Uses should include a high-level description of major work activities included as eligible project costs (e.g.¸ right-of-way, site work, rolling stock, systems).

6. If available, provide the proposed amortization schedule for the Bureau credit assistance requested.
   Click or tap here to enter text.

7. Indicate, as applicable, whether the Bureau credit assistance requested will be under a new or existing indenture, resolution, or collateral agency agreement.
   Click or tap here to enter text.

8. Identify the lien priority for the requested Bureau credit assistance. Except in certain circumstances, the Bureau credit assistance may not be subordinated to the claims of holders of Project obligations in the event of bankruptcy, insolvency, or liquidation of the obligor. See the Credit Programs Guide for more information on non-subordination requirements.
   Click or tap here to enter text.

9. Explain how the Bureau credit assistance requested will benefit the Project. Discuss how the Project would be impacted if the requested financial assistance were unavailable or available in lowered amounts.
   Click or tap here to enter text.

Section D: Creditworthiness

☐ Check if requesting a master credit agreement and modify each response accordingly to address all projects proposed to be covered under the master credit agreement.

1. Provide an overview of the Borrower’s key business lines, if available. Attach cash flows for such business lines for the last five years as Attachment D-1.
   Click or tap here to enter text.

2. Describe the source(s) pledged to repay the requested Bureau credit assistance.
   Click or tap here to enter text.

3. Provide the details of any proposed flow of funds and any accompanying escrow or trust agreements that would govern the repayment of requested Bureau credit assistance.
   Click or tap here to enter text.

4. Provide the most recent corporate rating for the Borrower, if available.
   Click or tap here to enter text.

5. Identify all outstanding or anticipated obligations against the proposed source of repayment. For all such outstanding obligations, provide credit ratings, if available, as Attachment D-2.
   Click or tap here to enter text.

6. TIFIA Borrowers: Indicate when preliminary ratings for the proposed senior Project debt (if any) and TIFIA credit assistance will be available. Click or tap here to enter text.

7. RRIF Borrowers: Indicate whether the Borrower intends to provide a rating on the requested Bureau credit assistance as a basis for determining any credit risk premium. See the Credit Programs Guide for more information about the credit risk premium.
   Click or tap here to enter text.

8. Describe the economic impact of the Project and any market or feasibility report, ridership/traffic study, engineering/technical report, insurance report or other study that has been or will be prepared for the Project by the Borrower or on behalf of lenders to the Project.
   Click or tap here to enter text.

9. To the extent applicable, provide information concerning any physical collateral offered as security for requested Bureau credit assistance. (Add rows as needed.)
   
   

Collateral Description	Value	Basis of Evaluation	Year of Evaluation
Click or tap here to enter text.	$ Click or tap here to enter text.	Click or tap here to enter text.	Click or tap here to enter text.
Click or tap here to enter text.	$ Click or tap here to enter text.	Click or tap here to enter text.	Click or tap here to enter text.
Click or tap here to enter text.	$ Click or tap here to enter text.	Click or tap here to enter text.	Click or tap here to enter text.

E. General Terms and Certifications

Fees. Except in certain circumstances, the Applicant or Borrower will be responsible to pay costs incurred for services duly provided by the Department’s legal, financial or other third-party advisors involved with the evaluation of the Letter of Interest, evaluation of an Application, and negotiation of any TIFIA/RRIF credit agreement and related transactional documentation, in each case as applicable, irrespective of whether a credit agreement is executed. Please refer to the Credit Programs Guide for further information with respect to exceptions to this requirement as well time and method of payment for such services.

Lobbying. The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (2) if any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (3) the undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. See 31 U.S.C. § 1352; 49 C.F.R. part 20; Appendix A to Part 20.

Debarment and Suspension. The Applicant shall timely make all disclosures required of 2 C.F.R. 180.335.

Default/Delinquency. The undersigned certifies that the Applicant: 1) is not currently in default or delinquent on any debt or loans provided or guaranteed by the Federal Government, and 2) does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

Reporting Subaward and Executive Compensation. The undersigned certifies that the Applicant has the necessary processes and systems in place to comply with the reporting requirements under the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282; 31 U.S.C. § 6101 note), as amended by the Government Funding and Transparency Act (Pub. L. 110-252, title VI, § 6202(a)), and the related regulations at 2 C.F.R. Part 170, should the undersigned be approved to receive credit assistance from the Department.

Signature. By signature below, the undersigned: (i) acknowledges and agrees to the general terms and conditions identified in this Section E; (ii) certifies that the facts stated and the certifications and representations made in this LOI are, to the best of the his or her knowledge and belief after due inquiry, true, and the Applicant has not omitted any material facts; and (iii) certifies that he or she is authorized by the Applicant to submit this Application, bind the Applicant to the terms and conditions acknowledged and agreed, and make the certifications made by submission of this LOI.

Legal Name of Applicant: Click or tap here to enter text.

By: _____________________________________________________________

Name and Title: Click or tap here to enter text.

Date: Click or tap to enter a date.

APPENDIX 1

INFORMATION ABOUT THE APPLICATION PROCESS

DETAILED GUIDANCE WITH RESPECT TO THE SPECIFIC SECTIONS OF THIS LOI FORM IS AVAILABLE IN THE BUREAU CREDIT PROGRAMS GUIDE. THE CREDIT PROGRAMS GUIDE CAN BE DOWNLOADED HERE. If you still have questions regarding how to complete this form, please contact the PDL assigned to your project or the Bureau at (202) 366-2300 or [email protected].

This Letter of Interest (“LOI”) form requires the Applicant to describe its project, describe the Borrower’s ability to meet DOT’s creditworthiness requirements, detail how applicable statutory eligibility requirements are met, and outline the proposed financial plan, including the amount and type of requested Bureau credit assistance. Letters of Interest should not be submitted to the Bureau until the Applicant has completed the initial consultation process with a Project Development Lead, as discussed on page 1 and in the Credit Programs Guide. Unless the Bureau directs otherwise, completed LOIs will be submitted electronically. The Bureau will provide Applicants detailed instructions on how to transmit the LOI files to the Department.

Federal Requirements. Projects receiving Federal financial assistance, including Bureau credit assistance, must comply with certain Federal requirements. Applicants should discuss applicable Federal requirements with the Bureau during the initial consultation process.

Supplemental Information. After an LOI is received and is considered complete, DOT will conduct a preliminary creditworthiness review, which involves an evaluation of the plan of finance, the financial model, the feasibility of the anticipated pledged revenue, and the sufficiency of any collateral pledged. In connection with these reviews, the Bureau may ask Applicants to provide additional materials, as necessary.

Creditworthiness. If the Department determines that the Project appears to satisfy statutory eligibility criteria, including the preliminary creditworthiness review, the Bureau will seek information necessary to proceed with the credit review process. TIFIA Applicants will be required to provide a preliminary rating opinion letter from at least one nationally recognized statistical rating organization. All Applicants for Bureau credit assistance will be asked to provide an oral presentation on their Project and plan of finance. Finally, if the Department has determined that a Project has met statutory eligibility requirements, including a full review of the creditworthiness of the Project, the Borrower will be invited to submit an Application and supporting materials. Please note that an invitation by the Department to submit an Application does not guarantee that a Project will receive Bureau credit assistance, which remains subject to a Project’s continued eligibility and final approval by the Secretary.

Requests for Information. If an Applicant or Borrower desires that any information submitted in its LOI, or any supplement thereto, not be released by the Department upon request from a member of the public or otherwise be made publicly available, the Applicant must specifically identify the information requested to be withheld and set forth any reasons why such information should not be released, including details as to any competitive harm which would potentially result from the release of such information. The Department will keep such information confidential to the extent permitted by law.

Fees. Except in certain circumstances, the Borrower will be responsible to pay costs incurred for services duly provided by the Department’s legal, financial or other third-party advisors involved with the evaluation of the LOI and Application and negotiation of any TIFIA/RRIF credit agreement and related transactional documentation, in each case as applicable, irrespective of whether a credit agreement is executed. Please refer to the Credit Programs Guide for further information with respect to exceptions to this requirement as well time and method of payment for such services.

Page 1 of 7

TIFIA & RRIF Letter of Interest

[●, 2018]