FEE LETTER AGREEMENT August [29], 2013 Sacramento Transportation Authority Measure A Sales Tax Revenue Bonds, Series 2009C (Limited Tax Bonds) Reference is hereby made to that certain Standby Bond Purchase Agreement, dated as of August 1, 2013 (the Agreement ) among the Sacramento Transportation Authority (the Authority ), U.S. Bank National Association, as trustee and U.S. Bank National Association (the Bank ). Terms used herein without definition shall have the meanings assigned in the Agreement. Certain provisions of the Agreement make reference to a Fee Letter Agreement (this Fee Letter Agreement ) dated as of August 1, 2013 between the Authority and the Bank, as amended, modified or supplemented from time to time in accordance with the terms hereof and of the Agreement. This is the Fee Letter Agreement referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement as if fully set forth therein. The Authority and the Bank hereby agree that the Closing Date shall be the date hereof. In consideration for the provision of a liquidity facility by the Bank pursuant to the terms of the Agreement, the parties hereto agree as follows: (a) Fees. Each of the fees payable hereunder by the Authority (the Facility Fees ) shall be subject to adjustments, and no refunds will be made for Facility Fees paid in advance that later are determined not to be earned due to a termination of the Facility pursuant to the terms hereof. (i) Commitment Fee. The Authority agrees to pay or cause to be paid to the Bank a nonrefundable commitment fee (the Commitment Fee ) with respect to the commitment of the Bank under the Agreement at the rate per annum corresponding to the unenhanced long-term rating assigned by Fitch, S&P or Moody s, as the case may be, to the Bonds, any Parity Bonds or any rated Parity Obligations of the Authority (the Parity Obligation Ratings ) as specified below (the Applicable Commitment Fee Rate ) on the Available Commitment of the Bank (calculated at all times as though no Bonds had been purchased by the Bank under the Agreement) during each period in respect of which payment is to be made; provided that on the Closing Date the Bank acknowledges that Fitch does not currently maintain a rating on any of the Bonds, Parity Bonds or Parity Obligations. The Commitment Fee shall be payable in immediately available funds, quarterly in arrears, commencing on December 1, 2013 for the period from 265791.3 037779 AGMT
the Closing Date to November 30, 2013, and thereafter on each March 1, June 1, September 1 and December 1 of each year and on the Stated Expiration Date, or such earlier date upon which the term of the Available Commitment is terminated. The Commitment Fees shall be calculated on the basis of a year of 360 days and on the actual days elapsed and shall be deemed to be earned in full and nonrefundable once paid. Fitch Rating S&P Rating Moody s Rating Applicable Commitment Fee Rate AA- or above AA- or above Aa3 or above 0.34% A+ A+ A1 0.44% A A A2 0.64% A- A- A3 0.89% BBB+ BBB+ Baa1 1.14% In the event that the Parity Obligation Ratings are downgraded below AA-, AA- or Aa3, respectively, the Applicable Commitment Fee Rate then in effect will be adjusted automatically and without notice to the Authority, commencing on the effective date of such change. If the Parity Obligation Ratings appear in more than one rating category (i.e., a split rating), the Commitment Fee will be based on the category that includes the lowest Parity Obligation Rating. References to ratings above are references to rating categories as presently determined by Fitch, S&P or Moody s and in the event of adoption of any new or changed rating system by any such rating agency, including, without limitation, any recalibration or realignment of the Parity Obligation Ratings in connection with the adoption of a global rating scale, each of the ratings from the rating agency in question referred to above shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect. The Authority acknowledges, and the Bank agrees, that as of the Closing Date, the Applicable Commitment Fee Rate is 0.34% per annum. In the event that the Parity Obligation Ratings are downgraded below BBB+, BBB+ or Baa1, respectively, the Applicable Commitment Fee Rate then in effect will increase by 1.00% per annum automatically and without notice to the Authority, commencing on the effective date of such change. Upon the occurrence and during the continuance of an Event of Default, Rating Event or Secondary Coverage Event, the Applicable Commitment Fee Rate then in effect will increase by 1.00% per annum automatically and without notice to the Authority, commencing on the date such Event of Default, Rating Event or Secondary Coverage Event occurs and such increased Applicable Commitment Fee Rate shall be payble until such Event of Default, Rating Event or Secondary Coverage Event, as applicable, is cured or this Agreement otherwise terminates. In the event that the Parity Obligation Ratings assigned to the Authority by any of Fitch, S&P or Moody s have been suspended or withdrawn (other than as a result of the Authority directly 2 265791.3 037779 AGMT
purchasing all of such Bonds, such Parity Bonds or such rated Parity Obligations), the Applicable Commitment Fee Rate then in effect will increase by 1.00% per annum automatically and without notice to the Authority, commencing on the date such withdrawal or suspension occurs. Each such increase in the Applicable Commitment Fee Rate described in this paragraph shall be cumulative. For the purposes of this Fee Letter Agreement only, the Available Commitment shall be deemed not to be reduced during any period the Bank s obligation to purchase Bonds has been suspended pursuant to Section 7.04(c) of the Agreement. (ii) Amendment Fee. In connection with the written request by the Authority of (i) any amendment, waiver, supplement or modification of the Agreement or (ii) any transfer of the rights and obligations of the parties to the Agreement, the Authority agrees to pay to the Bank on the date of each occurrence as set forth in (i) or (ii) above, a fee of $5,000, plus the reasonable fees and expenses of counsel to the Bank. (iii) Termination Fee. the event the Authority elects to terminate the Agreement or otherwise to reduce the Available Commitment of the Bank prior to the two year anniversary date of the Closing Date, the Authority agrees to pay the Bank on such termination date or reduction date, as applicable, in addition to all other obligations of the Authority that may be due and payable at such time, a termination fee equal to the Commitment Fee which would have been payable to the Bank from (and including) such termination date or reduction date through such two year anniversary date, calculated at the time of such termination on the basis of the Available Commitment as of the Closing Date (or, if as a result of a reduction of less than 100% of the Bank s Available Commitment, the reduced amount of such Available Commitment) and the Applicable Commitment Fee Rate then in effect. No termination of the Agreement shall become effective unless all amounts payable by the Authority to the Bank pursuant to this paragraph (a)(iii) have been paid in full. (iv) Purchase Fee. Upon delivery of any notice of purchase by the Trustee under the Agreement, the Authority agrees to pay to the Bank a purchase fee equal to $250 per each advance of funds under the Agreement, payable on the applicable Bank Purchase Date. (v) Bond Transfer Fees. The Authority agrees to pay to the Bank, on each Bank Purchase Date or Bank Sale Date, as applicable, an amount equal to any charge imposed on the Bank pursuant to the Indenture, or by the Trustee or the Depository, in connection with the transfer or exchange of Bonds. The Trustee agrees to give the Bank and the Authority timely written notice of each such charge, including the amount thereof. (b) Certain Costs. The Authority agrees to pay to the Bank (i) on the date of execution of the Agreement, all reasonable costs and expenses incurred by the Bank and its counsel in connection with the preparation, execution and delivery of the Agreement and any other documents and instruments that may be delivered in connection therewith, 3 265791.3 037779 AGMT
and (ii) all costs, charges and expenses (including fees and expenses of counsel for the Bank, and out-of-pocket expenses of the Bank) otherwise arising in connection with the Agreement and the Related Documents, including, without limitation, in connection with any amendment or waiver with respect to the Agreement, the Bonds and the other Related Documents and any stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the Agreement and any other documents or instruments that may be delivered in connection therewith. (c) Payments. Unless the Bank shall otherwise direct, all payments to the Bank hereunder or under the Agreement shall be made by means of wire transfer of immediately available funds to the Bank through the Federal Reserve Wire System to the address set forth below, or pursuant to such other direction as the Bank may specify in writing from time to time (the Payment Office ): U.S. Bank ABA # 123000220 c/o Commercial Loan Service - West Accounty # 00340012160600 Reference: Sacramento Transportation Authority Attn: Commercial Loan Services (d) Notice. Any notice, demand, direction, invoice, request or other instrument authorized or required by the Agreement to be given to or filed with the Bank shall be deemed or have been sufficiently given or filed for all purposes, if any, when delivered by hand or when sent by registered mail, return receipt requested, postage prepaid, and if given by facsimile shall be deemed given when transmitted (receipt confirmed): If to the Bank regarding credit matters: with a copy to: U.S. Bank National Association 633 West Fifth Street, 25 th Floor Los Angeles, California 90071 Attention: Ashley Martin, Vice President Telephone: (310) 717-5900 Facsimile: (213) 615-6248 U.S. Bank National Association 15910 Ventura Boulevard, Suite 1712 Encino, California 91436 Attention: Kenneth E. Haber, Managing Director Telephone: (818) 817-7235 Facsimile: (818) 789-3041 This Fee Letter Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together shall constitute one and the same instrument. No amendment or waiver of any provision of this Fee Letter Agreement nor consent to any departure by the Authority from any such provision shall in any event be effective 4 265791.3 037779 AGMT
unless the same shall be in writing and signed by the Bank. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. In the event any agreement contained in this Fee Letter Agreement should be breached by the Authority and thereafter waived by the Bank, such waiver shall be limited to the particular breach so waived for the specific period set out in such waiver and such waiver shall not constitute a waiver of such breach for any other period and shall not waive any other or similar breach hereunder. This Fee Letter Agreement and the Agreement shall be construed as one agreement among the Authority, the Trustee and the Bank and shall be governed by the provisions of the Agreement. Any provision of this Fee Letter Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. This Fee Letter Agreement will be governed by, and construed in accordance with, the laws of the State without reference to its conflict of laws doctrine. [The remainder of this page intentionally left blank] 5 265791.3 037779 AGMT
IN WITNESS WHEREOF, the Authority and the Bank have caused this Fee Letter Agreement to be duly executed and delivered as of the date first above written. SACRAMENTO TRANSPORTATION AUTHORITY By: Name: Title: U.S. BANK NATIONAL ASSOCIATION, as the Bank By: Name: Title: S-1 265791.3 037779 AGMT