[Federal Register: August 21, 2008 (Volume 73, Number 163)]
[Proposed Rules]
[Page 49386-49405]
[DOCID:fr21au08-23]

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DEPARTMENT OF TRANSPORTATION

Office of the Secretary

49 CFR Part 22

[Docket No: OST-2008-0236]
RIN 2105-AD50

Short-Term Lending Program (STLP)

AGENCY: Office of the Secretary (OST), Office of Small and
Disadvantaged Business Utilization.

ACTION: Notice of proposed rulemaking (NPRM).

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SUMMARY: In an effort to financially assist Disadvantaged Business
Enterprises (DBEs) and other certified small and disadvantaged business
(SDBs) in their execution of transportation related contracts at the
local, state and federal levels, the Department of Transportation's
(DOT) Office of Small and Disadvantaged Business Utilization (OSDBU)
has developed the Short-Term Lending Program (STLP), under which DOT
guarantees short-term lines of credit for said businesses. The program
is administered through cooperative agreements between DOT's OSDBU and
Participating Lenders and under the STLP's governing policies and
procedures. This NPRM proposes new rules to govern the STLP.

DATES: Comments on the proposed rules must be received by October 20,
2008. Late comments will be considered to the extent practicable.

ADDRESSES: You may submit comments to this rule by any of the following
methods:
     Agency Web site: http://dms.dot.gov: Follow the
instructions for submitting comments on the Web site.
     Mail: Docket Management Facility; U.S. Department of
Transportation, U.S. Department of Transportation, 1200 New Jersey
Ave., SE., West Building Ground Floor, Room 140, Washington, DC 20590.
     Hand Delivery: Room 140 on the ground floor of the West
Building Ground Floor, 1200 New Jersey Ave., SE., Washington, DC,
between 9 a.m. and 5 p.m., Monday through Friday, except Federal
holidays.
     Federal eRulemaking Portal: Go to http://
www.regulations.gov. Follow the instructions for submitting comments.

FOR FURTHER INFORMATION CONTACT: Nancy Strine, Financial Assistance
Division Manager, U.S Department of Transportation, OSDBU, 1200 New
Jersey Ave, SE., Room W56-497, Washington, DC 20590. Telephone: (800)
532-1169 ext. 65343 or<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

 Background

    The Director of DOT's OSDBU has been delegated to carry out the
functions vested in the Secretary of Transportation by section 906 of
the Railroad Revitalization and Regulatory Reform Act of 1976 (Pub. L.
940-210, as amended) known as the Minority Business Resource Center
Program, which includes a guaranteed loan program. 49 U.S.C. 332
authorizes DOT's OSDBU to establish, under the Minority Resource
Center, programs that would assist DBEs and SDBs in acquiring access to
working capital and to debt financing, in order to obtain
transportation-related contracts wholly or partially funded by DOT. To
implement this authority, OSDBU developed its Short Term Lending
Program (STLP) which offers DBE's and other certified small and
disadvantaged businesses short term working capital loans at variable
interest rates to perform on these transportation-related contracts.
    Initially developed in 1989 as a direct loan program, the STLP was
converted in 2001 to a loan guarantee program under which, private
sector Participating Lenders (PLs) offer loans with a government
guarantee of up to 75 percent for qualified applicants.
    These loans are revolving lines of credit that provide working
capital funds to assist the borrower in financing the direct labor and
material costs of completing transportation contracts. The contracts
that are funded are assigned to the loan as collateral, and the PL
advances monies up to 85% of eligible and approved Accounts Receivable
that arise from the Assigned Contract(s). The contracts must be
transportation-related and receive DOT funding. Repayment comes in the
form of a two-party check to the borrower and to the PL directly from
the contract proceeds. The total length of time that an eligible
borrower may remain in the program cannot exceed a total of five years.
    DOT monitors these loans, which require contract assignments and
direct joint payee check remittances for principal repayment, through
its relationship with the transportation agencies and recipients that
receive DOT funds and the Participating Lenders (PLs).
    The STLP has undergone an extensive program review to improve its
business processes and achieve operational and financial efficiencies.
As part of this effort, DOT is proposing regulations to replace the
internal policies and guidelines currently used to manage the program.

    In recent years the total funds available for full principal amount
of loans under the STLP has been limited to $18,367,000 per fiscal
year.

Section-by-Section Analysis

    The proposed regulations utilize objective, plain language in an
attempt to make the regulations more understandable to Participating
Lenders, Small and Disadvantaged Business Enterprises and other small
and disadvantaged businesses.
    Sec. 22.1 Purpose: The purpose of the DOT OSDBU STLP is to provide
financial assistance in the form of a short-term loan from
Participating Lenders that is guaranteed by DOT OSDBU, to DBE's and
other certified small businesses for the execution of DOT funded and
supported transportation related contracts.
    Sec. 22.3 Definitions: This section contains definitions of common
banking and lending terminology as included in STLP documents and the
STLP Policy and Procedure Manual.
    Sec. 22.11 Eligibility Criteria: Paragraph (a) defines those
requirements needed in order to qualify for a STLP loan. Paragraph (b)
clarifies what instrument qualifies as a ``transportation-related
contract,'' and paragraph (c) explains the maximum length of time in
which a qualified business may remain as an STLP borrower, as well as
what circumstances and documentation are required on an annual basis in
order to remain eligible.
    Sec. 22.13 Loan Terms and Conditions: Section 22.13 describes the
parameters of the Short Term Lending Program, including: maximum loan
amount, interest rates, the term and structure of the loan, source of
funds for loan repayment, allowable uses of the loan proceeds, how loan
disbursements are made, as well as any personal guarantees, collateral
or insurance.
    Sec. 22.15 Delinquency on Federal, State, or Municipality Debt:
This section provides that the borrower must be current on all federal,
state, and local taxes to be able to participate in the program.
    Sec. 22.17 Compliance with Child Support Obligations: Indicates
that pursuant to the Office of Management and Budget (OMB) Circular No.
A-129, Revised (Policies for Federal Credit Programs and Non-Tax
Receivables), individuals that are subject to administrative offset to
collect delinquent child support payments are not eligible for Federal
financial assistance. Therefore, STLP applicants must submit a negative
certification to this effect.
    Sec. 22.19 Credit Criteria: Section 22.19 describes the required
creditworthiness of an STLP applicant, and lists those aspects of
creditworthiness that OSDBU will consider in its evaluation of an STLP
application.
    Sec. 22.21 Participation Criteria: Section 22.21 describes the
criteria for banks in order to qualify as STLP Participating Lenders,
including certifications, documentation, history of community
involvement, loan experience, and the ability to implement, monitor and
manage this loan program.
    Sec. 22.23 Agreement: Section 22.23 describes the Cooperative
Agreement that is executed between U.S. DOT and the Participating
Lender that defines the relationship between the two, as well as the
responsibilities and obligations of each party with regard to the STLP.
    Sec. 22.25 Lender Deliverables and Delivery Schedule: This section
describes the obligation of the Participating Lenders to adhere to
established deadlines for actions such as, the submission of periodic
reports and site visits.
    Sec. 22.27 Eligible Reimbursements to PLs: Section 22.27 describes
the fees and expenses that are eligible for reimbursement to the
Participating Lenders.
    Sec. 22.29 DOT OSDBU Access to PLs' Files: Section 22.29 describes
the policy that governs DOT access to Participating Lender records and
files.
    Sec. 22.31 Suspension or Revocation of Eligibility to Participate:
This section describes the circumstances under which the STLP
eligibility of a Participating Lender may be suspended or revoked, and
the notification procedure for such an action.
    Sec. 22.33 Termination of Participation in STLP: Section 22.33
explains the situations, under which the cooperative agreement between
DOT OSDBU and the Participating Lender may be terminated, by either
party, and the notification procedure for such action.
    Sec. 22.41 Application Procedures: Describes the complete STLP
application process, the supporting documentation that must accompany
the STLP application, and the submission process of the application to
the Participating Lender.
    Sec. 22.43 Approval or Denial: Section 22.43 describes what will
occur when an application is approved or denied, and the method of
notification.
    Sec. 22.45 Allowable Fees to Borrowers: This section describes
those fees that a Participating Lender may collect from the borrower.
    Sec. 22.51 Loan Closing: Section 22.51 discusses the process that
the Participating Lender must follow for the closing of an STLP loan.
    Sec. 22.53 Loan Monitoring and Servicing Requirements: Section
22.53 describes what is required of the Participating Lender insofar as
the monitoring and servicing of an STLP loan.
    Sec. 22.57 Loan Reporting Requirements: Section 22.57 clarifies
that the STLP loan is subject to the Federal Credit Reform Act of 1990,
and describes those reporting requirements that a Participating Lender
must undertake to keep DOT OSDBU informed of the borrower's compliance
with the terms of the STLP loan.
    Sec. 22.59 Loan Modifications: Describes the procedure that the
Participating Lender must follow for any proposed modifications of the
terms of the guarantee agreement between DOT OSDBU and the
Participating Lender.
    Sec. 22.61 Loan Guarantee Extensions: Section 22.61 describes the
process under which an extension of the loan guarantee extension may be
requested and granted.
    Sec. 22.63 Loan Close Outs: Section 22. 63 describes the process
for closing out a loan that has been fully repaid.
    Sec. 22.65 Subordination: Section 22.65 describes the parameters of
a subordination of the line of credit in which the debt guarantee of
DOT OSDBU has priority over any other debt of the borrower.
    Sec. 22.67 Delinquent Loans and Loan Defaults: This section
describes the notification procedure that a Participating Lender must
undertake whenever an STLP loan is delinquent. This section also
indicates the possible collection or litigation processes that are
available in the event of loan delinquency or default.
    Sec. 22.69 Claim Process: Section 22.69 describes the action that
the Participating Lender may take once all means for the collection of
a delinquent debt have been exhausted.

Regulatory Analyses and Notices

Executive Order 12866 (Regulatory Planning and Review)

    This proposed rule is not a ``significant regulatory action'' under
section 3(f) of Executive Order 12866, Regulatory Planning and Review,
and does not require an assessment of potential costs and benefits
under section 6(a)(3) of the Order, as it does not have an annual
effect on the economy of $100 million or more, nor affect the economy
adversely; does not interfere or cause a serious

inconsistency with any action or plan of another agency; does not
materially alter the impact of entitlements, grants, user fees or loan
programs; and does raise novel legal or policy issues.

Executive Order 12372 (Intergovernmental Review)

    The STLP is not subject to the provisions of Executive Order 12372,
which requires intergovernmental consultation with state and local
officials that would provide the non-Federal funds for, or that would
be directly affected by, proposed Federal financial assistance or
direct Federal development, as the STLP program facilitates the
participation of small and disadvantaged businesses in fully or
partially federally funded local and state transportation projects.

Regulatory Flexibility Act

    In compliance with the Regulatory Flexibility Act (5 U.S.C. 601-
612), the Department certifies that this rule will not have a
significant economic impact on a substantial number of small entities.
Some provisions published as a part of this rule are, in fact, a
benefit to small entities. The STLP provides a loan guarantee for DBEs
and SDBs who require financial assistance to perform on transportation-
related contracts. Since this rule has no significant economic impact
on a substantial number of small entities, a regulatory flexibility
analysis was not performed.

Executive Order 13132 (Federalism)

    A rule has implications for federalism under Executive Order 13132,
Federalism, if it has a substantial direct effect on State or local
governments and would either preempt State law or impose a substantial
direct cost of compliance on them. We have analyzed this proposed rule
under the Order and have determined that it does not have implications
for federalism, as the loan program creates relationships and
obligations between a borrower (usually a sub-contractor), a prime
contractor, a Participating Lender and DOT/OSDBU only.

Paperwork Reduction Act

    DOT/OSDBU invites public comment about our intention to request the
Office of Management and Budget's (OMB) approval for a new information
collection, which is summarized below under Supplementary Information.
We are required to publish this notice in the Federal Register by the
Paperwork Reduction Act (PRA) of 1995.
    It is estimated that the total burden hours for 100 Participating
Lenders to qualify as such, monitor loans, comply with monthly
reporting and retain loan records to be approximately 8,000 hours per
year. It is estimated that the total burden hours for 100 borrowers to
complete the STLP application, with supporting documentation, loan
renewals and the submission of the same, to be approximately 2,700
hours.
Title: Short Term Lending Program--Participating Lenders--Qualifying
Criteria
    Background: OSDBU's Short Term Lending Program (STLP) offers
certified Disadvantaged Business Enterprises (DBEs) and other Certified
Small Businesses (8a, women-owned, small disadvantaged, HubZone,
veteran-owned, and service-disabled veteran-owned) the opportunity to
obtain short-term working capital at prime interest rates for
transportation-related projects. The STLP provides up to a 75%
guaranteed revolving line of credit for a maximum of $750,000 to
finance accounts receivable arising from transportation-related
contracts. The primary collateral consists of the proceeds of the
transportation-related contracts. These loans are provided through
banks that serve as STLP Participating Lenders (PL).
PL Qualifying Criteria
    As a requirement for approval as a PL, banks must submit
documentation that demonstrates:
    (A) Their philosophy and history of lending to small and
disadvantaged businesses in their communities. As part of their
submission, the bank must show these efforts in relationship to its
overall lending portfolio.
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 3 hours.
    Estimated Total Annual Burden Hours: 300 hours.
    (B) Their experience in administering monitored lines of credit,
such as construction loans, accounts receivable financing, and/or
contract financing for at least two years. Such experience should be
held by any PL representative managing, reviewing or authorizing STLP
loan portfolios.
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: \1/2\ hour.
    Estimated Total Annual Burden Hours: 50 hours.
    (C) At least two (2) years experience with other federal government
lending programs such as U.S. Small Business Administration (SBA),
Agriculture Rural Development, Bureau of Indian Affairs (BIA), Economic
Development Administration (EDA), Department of Housing and Urban
Development (HUD), Export Import Bank of the United States and/or state
loan programs.
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: \1/2\ hour.
    Estimated Total Annual Burden Hours: 50 hours.
    (D) At least a satisfactory or better Community Reinvestment Act
(CRA) rating.
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 15 minutes.
    Estimated Total Annual Burden Hours: 25 hours.
    (E) The ability to implement, monitor and manage a two-party payee
check system, in which the PL and borrower are joint payees of any
checks paid to the borrower for performance under the assigned
contract(s).
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 15 minutes.
    Estimated Total Annual Burden Hours: 25 hours.
    (F) That it is not currently debarred or suspended from
participation in a government contract or delinquent on a government
debt by submitting a current SBA Form 1624 or its equivalent. The SBA
Form 1624 is available at http://www.sba.gov/sbaforms/sba1624.pdf. (see
Appendix E)
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 15 minutes.
    Estimated Total Annual Burden Hours: 25 hours.
    (G) That it is a drug-free workplace by executing a Certification
of Compliance concerning a drug-free workplace. The Certification is
provided by OSDBU. (see Appendix C)
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 15 minutes.
    Estimated Total Annual Burden Hours: 25 hours.
    (H) That no Federal funds will be utilized for lobbying by
executing a Certificate Regarding Lobbying in compliance with Section
1352, Title 21, of the U.S. Code. The Certificate is provided by OSDBU.
(see Appendix D)
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 15 minutes.
    Estimated Total Annual Burden Hours: 25 hours.

PL Record Retention
    A PL must allow the authorized representatives of OSDBU, as well as
representatives of the Office of Inspector General (OIG) and General
Accountability Office (GAO), access to its STLP loan files to review,
inspect, and copy all records and documents pertaining to OSDBU
guaranteed loans. The PL shall retain all documents, files, books, and
records relevant to the execution and implementation of the terms of
their Cooperative Agreement with OSDBU for a period of not less than
three years from the date of termination of the Cooperative Agreement
or payment in full from the borrower; except, if any litigation,
collection action, or audit is commenced. In these cases, records and
other materials shall be retained until the litigation, collection
action, or audit is judicially or administratively final.
    Respondents: 100.
    Frequency: Annually.
    Estimated Average Burden per Response: \1/2\ hour.
    Estimated Total Annual Burden Hours: 50 hours.
PL Reporting Requirements
    The STLP is subject to the requirements of the Federal Credit
Reform Act of 1990 (FCRA) that includes certain budgeting and
accounting requirements for Federal credit programs. The PL must
undertake processes to activate, monitor, service and close-out STLP
loans. To fulfill the requirements of FCRA, the PL must submit regular
reports and required documentation to OSDBU on these processes.
    (A) Loan Activation: The PL must submit to OSDBU a Loan Activation
Form that indicates the date in which the loan has been activated/
funded. The form is provided by OSDBU. (see Appendix A)
    Respondents: 100.
    Frequency: Annually, up to five years.
    Estimated Average Burden per Response: \1/2\ hour.
    Estimated Total Annual Burden Hours: 50 hours.
    (B) Loan Close-out: The PL must submit to OSDBU a Loan Close-out
Form upon full repayment of the STLP loan, or upon expiration of the
loan guarantee. The form is provided by OSDBU. (See Appendix B.)
    Respondents: 100.
    Frequency: Annually.
    Estimated Average Burden per Response: \1/2\ hour.
    Estimated Total Annual Burden Hours: 50 hours.
    (C) Monthly Reporting Requirement: PL must submit each month to
OSDBU a status report of pending loans and guaranteed loans including
the previous month's activity for these loans. The forms are provided
by OSDBU.
    Respondents: 100.
    Frequency: Monthly.
    Estimated Average Burden per Response: 1 hour.
    Estimated Total Annual Burden Hours: 1200 hours.
    (D) Call Reports or Thrift Financial Reports: PLs shall provide two
copies of their quarterly Reports of Condition and Income (Federal
Financial Institutions Examination Council--FFIEC Form 041), or
quarterly Thrift Financial Reports (Office of Thrift Supervision--OTS
Form 1313) within 60 days after the close of each calendar quarter.
    Respondents: 100.
    Frequency: Quarterly.
    Estimated Average Burden per Response: 15 minutes.
    Estimated Total Annual Burden Hours: 100 hours.
    (E) Credit verification: When a PL submits to OSDBU an approved
loan package, the same must be accompanied by the PL's internal credit
approval memo, credit analysis, and any other third-party credit
verifications obtained for the processing of the loan application.
    Respondents: 100.
    Frequency: For each loan submitted (minimum 1, approximate maximum
5).
    Estimated Average Burden per Response: 12 hours.
    Estimated Total Annual Burden Hours: (1200, 6000).
    (F) Loan Guarantee Extension: An extension of the original loan
guarantee for a maximum period of ninety (90) days may be requested, in
writing, by the PL using the STLP Extension Request Form. The form is
provided by OSDBU. (See Appendix F.)
    Respondents: 100.
    Frequency: Annually.
    Estimated Average Burden per Response: \1/2\ hour.
    Estimated Total Annual Burden Hours: 50 hours.
Loan Application Process--Loan Renewal
    A current STLP participant may submit a guaranteed loan renewal
application package, comprised of an updated loan application, with
supporting documentation.
    (A) Updated loan application form. The application may be obtained
directly from OSDBU, from a current PL, or online from the agency's Web
site currently at http://osdbu.dot.gov/documents/pdf/stlp/stlpapp.pdf.
    Respondents: 100.
    Frequency: Annually, up to five years.
    Estimated Average Burden per Response: 8 hours.
    Estimated Total Annual Burden Hours: 800 hours.
    (B) Application supporting documentation. Supporting documentation
may include, but is not limited to, the following items:
    a. Current job performance reference letter (within the past 12
months);
    b. Evidence of current DBE and/or other eligible certification;
    c. Business tax returns for the most recent fiscal year;
    d. Business financial statements for the most recent fiscal year;
    e. If the business' last fiscal year has ended longer than 90 days
at the time of application, then applicant must submit interim business
financial statements to include balance sheet, P&L and updated aging
reports of both receivables and payables;
    f. Current work in progress schedule or statement;
    g. Personal income tax returns;
    h. Personal financial statements;
    i. Signed and dated copy of transportation-related contracts to be
used as collateral; and
    j. Updated cash flow projections;
    Respondents: 100.
    Frequency: Annually, up to five years.
    Estimated Average Burden per Response: 4 hours.
    Estimated Total Annual Burden Hours: 400 hours.
New Loan Application Process
    A potential STLP participant must submit a guaranteed loan
application package, comprised of a loan application, with supporting
documentation.
    (A) Completed loan application form. The application may be
obtained directly from OSDBU, from a current PL, or online from the
agency's Web site currently at http://osdbu.dot.gov/documents/pdf/stlp/
stlpapp.pdf.
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 2 hours.
    Estimated Total Annual Burden Hours: 200 hours.
    (B) New loan application supporting documentation may include, but
is not limited to, the following items:
    a. Business, trade or job performance reference letters;
    b. DBE or other eligible certification letters;
    c. Signed and dated borrower certification that all federal, state
and local taxes are current;
    d. Business tax returns;
    e. Business financial statements;
    f. Personal income tax returns;

    g. personal financial statements;
    h. Schedule of work in progress;
    i. Signed and dated copy of transportation-related contracts to be
used as collateral;
    j. Business debt schedule;
    k. Income and cash flow projections;
    l. Evidence of bonding and insurance.
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 12 hours.
    Estimated Total Annual Burden Hours: 1200 hours.
    (e) Loan package submission: Application packages are submitted
directly to a PL in the applicant's geographic area. The list of PLs is
available on the OSDBU Web site: http://osdbu.dot.gov/
Default.aspx?tabid=72. In the event that there is no PL in the
applicant's geographic area, the loan application package may be sent
directly to OSDBU at 400 Seventh Street, SW., Room 9414, S-40,
Attention STLP, Washington, DC 20590.
    Respondents: 100.
    Frequency: Once.
    Estimated Average Burden per Response: 1 hour.
    Estimated Total Annual Burden Hours: 100 hours.
    Public Comments Invited: You are asked to comment on any aspect of
this information collection, including: (1) Whether the proposed
collection is necessary for the OSDBU's performance; (2) the accuracy
of the estimated burdens; (3) ways for OSDBU to enhance the quality,
usefulness, and clarity of the collected information; and (4) ways that
the burdens could be minimized without reducing the quality of the
collected information. The agency will summarize and/or include your
comments in the request for OMB's clearance of this information
collection.

    Authority: The Paperwork Reduction Act of 1995; 44 U.S.C.
Chapter 35, as amended; and 49 CFR 1.48.

List of Subjects in 49 CFR Part 22

    Loan programs--Business and Industry, Programs, Small Business,
Transportation, Commerce.

    Issued this 24th day of July, 2008, at Washington, DC.
Mary E. Peters,
Secretary of Transportation.
    For the reasons set forth in the preamble, 49 CFR part 22 is
proposed to be added to read as follows:

PART 22--SHORT-TERM LENDING PROGRAM (STLP)

Subpart A--General
Sec.
22.1 Purpose.
22.3 Definitions.
Subpart B--Policies Applying to STLP Loans
22.11 Eligibility criteria.
22.13 Loan terms and conditions.
22.15 Delinquency on Federal, State, and municipal debt.
22.17 Compliance with child support obligations.
22.19 Credit criteria.
Subpart C--Participating Lenders
22.21 Participation criteria.
22.23 Agreements.
22.25 Lender deliverables and delivery schedule.
22.27 Eligible reimbursements to PLs.
22.29 DOT OSDBU access to PL files.
22.31 Suspension or revocation of eligibility to participate.
22.33 Termination of participation in the STLP.
Subpart D--Loan Application Process
22.41 Application procedures.
22.43 Approvals and denials.
22.45 Allowable fees to borrowers.
Subpart E--Loan Administration
22.51 Loan closings.
22.53 Loan monitoring & servicing requirements.
22.57 Loan reporting requirements.
22.59 Loan modifications.
22.61 Loan guarantee extensions.
22.63 Loan close outs.
22.65 Subordination.
22.67 Delinquent loans and loan defaults.
22.69 Claims process.
Appendix A to Part 22--Bank Verification Loan Activation Form
Appendix B to Part 22--Bank Acknowledgement Loan Close-out Form
Appendix C to Part 22--Drug-Free Workplace Act Certification
Appendix D to Part 22--Certification Regarding Lobbying
Appendix E to Part 22--Certification Regarding Debarment, Suspension
Appendix F to Part 22--Bank Verification Extension Request Form
Appendix G to Part 22--Cooperative Agreement
Appendix H to Part 22--Guarantee Agreement

    Authority: 49 U.S.C. 332.

Subpart A--General

Sec.  22.1  Purpose.

    The purpose of the DOT OSDBU STLP is to provide financial
assistance in the form of a short-term loan from Participating Lenders
that is guaranteed by DOT OSDBU, to DBE's and SDBs for the execution of
DOT funded and supported transportation related contracts.

Sec.  22.3  Definitions.

    Accounts Receivable means monies that are due to the borrower for
work performed or services rendered under a contract, subcontract, or
purchase order.
    Activation Date means the date that the STLP loan is established on
the PL's books and recorded as an open loan. It is also the date that
the borrower can begin to drawn funds form the line of credit.
Activation date is also the date in which the DOT OSDBU guarantee
becomes effective.
    Assigned Contract means the transportation-related contract(s),
subcontract(s), and/or purchase order(s) that has been pledged as
collateral to a STLP loan and perfected through an assignment form
executed by all appropriate parties.
    Borrower is the obligor of a DOT OSDBU guaranteed loan.
    Cooperative agreement is the written agreement between DOT OSDBU
and a PL that outlines the terms and conditions under which the lender
may submit eligible loan requests to DOT OSDBU for consideration of its
loan guarantee. The cooperative agreement further outlines the
responsibilities and requirements of the lender in order to participate
in the STLP.
    Director means Director, Office of Small and Disadvantaged Business
Utilization, U.S. Department of Transportation.
    Disadvantaged business enterprise or DBE means a business that is
certified as such by a recipient of DOT financial assistance as
provided in 49 CFR part 23 or 49 CFR part 26.
    Guarantee Agreement means DOT OSDBU's written agreement with a PL
that provides the terms and conditions under which DOT OSDBU will
guarantee a STLP loan. It is not a contract to make a direct loan to
the borrower.
    Loan Guarantee means the agreement of DOT OSDBU to issue a
guarantee of payment of a specified portion of an approved STLP loan to
the PL, under DOT OSDBU stated terms and conditions, in the event that
the borrower defaults on the loan.
    Loan purpose means the approved uses for STLP loan proceeds. That
is, only for short-term working capital needs related to the direct
costs of an eligible transportation-related contract.
    Other Eligible Certifications mean the following certifications
obtained by a borrower through the U.S. Small Business Administration
(SBA): Small Disadvantaged Business (SDB); Section 8(a) Program
participant; HUBZONE Empowerment Contracting Program; and Service-
Disabled Veteran Program (SDV).
    Participating Lender (PL) is a bank or other lending institution
that has agreed to the terms of a cooperative agreement and has been
formally accepted into the STLP by DOT OSDBU.

    Small and disadvantaged business (SDB) includes 8(a); small
disadvantaged business; women-owned business, HubZone, and service-
disabled veteran-owned business.
    Socially and economically disadvantaged individual has the same
meaning as stated in 49 CFR 26.5.
    Technical Assistance means service provided by the PL to the DBE or
SDB that will enable the DBE or SDB to become more capable of managing
its transportation-related contracts. Technical assistance can be
provided by collaborating with agencies that offer small business
management counseling such as the SBA, the U.S. Department of
Commerce's Minority Business Development Centers (MBDCs), the Service
Corps of Retired Executives (SCORE), Procurement Technical Assistance
Centers (PTACs), and Small Business Development Centers (SBDCs).
    Transportation-related contract means a contract, subcontract, or
purchase order, at any tier, for the maintenance, rehabilitation,
restructuring, improvement, or revitalization of any of the nation's
modes of transportation that receive DOT funding.
    Work-out means a plan that offers options to avoid loan default or
collateral foreclosure and/or liquidation that is intended to resolve
delinquent loans or loans in imminent default, which may include, but
not limited to: deferring or forgiving principal or interest, reducing
the borrower's interest rate, extending the loan maturity and the
government guarantee to the PL, or postponing collection action.

Subpart B--Policies Applying to STLP Loans

Sec.  22.11  Eligibility criteria.

    (a) Eligible borrower. To be eligible to apply for a STLP loan
guarantee, a borrower must meet the following requirements:
    (1) Be a for-profit entity;
    (2) Have an eligible transportation-related contract;
    (3) Demonstrate an eligible use for the desired credit;
    (4) Be an established business with experience in the
transportation industry and trade for which the STLP loan is sought;
    (5) Be certified as a DBE or have another eligible certification
issued by the SBA; and
    (6) Be current on all federal, state, and local tax liabilities.
    (b) Eligible Transportation-related Contract. Any fully-executed
transportation-related contract, subcontract, or purchase order held
directly with DOT or with grantees and recipients receiving federal
funding from DOT for the maintenance, rehabilitation, restructuring,
improvement or revitalization of any of the nation's modes of
transportation shall be considered an eligible contract.
    (c) Eligibility Period. A borrower is eligible for participation in
the STLP for a period up to a total of five (5) years. The STLP renewal
is not automatic. The borrower has to demonstrate its continued
eligibility and creditworthiness for STLP and must submit a complete
application package.
    (1) The continued eligibility of any borrower who would exceed the
period limit in paragraph (c) of this section will be determined on a
case-by-case basis by the OSDBU Director and is subject to the
following provisions:
    (i) The STLP loan guarantee may be reduced; and
    (ii) The STLP loan interest rate may be increased.
    (2) Should any borrower currently in the STLP become ineligible per
paragraph (a) of this section during the term of a STLP loan, the
failure to comply with a specific requirement must be brought to the
immediate attention of all remaining parties.
    (3) Borrower ineligibility may result in a termination of the
current guarantee.

Sec.  22.13  Loan terms and conditions.

    (a) Amount. The maximum face amount for an individual STLP loan may
not exceed seven hundred and fifty thousand ($750,000) dollars, unless
the requested increased amount is authorized by the OSDBU Director.
    (b) Interest Rates. All STLP loans shall have a variable interest
rate.
    (1) Initial Interest Rate. The base rate guideline for STLP loans
is the prime rate in effect on the first business day of the month in
which the STLP loan guarantee is approved by DOT OSDBU. The prime rate
is the rate printed in a national financial newspaper published each
business day. The PL may increase the base rate by the maximum
allowable percentage points currently allowed by STLP policies and
procedures and as communicated in subsequent DOT OSDBU notices.
    (2) Frequency of Change. The first change may occur on the first
calendar day of the month following the initial loan disbursement,
using the above base rate in effect on the first business day of the
month. Subsequent interest rate changes may occur no more than monthly.
    (c) Loan Structure and Term. A STLP loan shall be set up as a
revolving line of credit. The line permits the borrower to request
principal advances, pay them back, and then re-borrow, not to exceed
the face value of the line of credit. PLs are required to provide DOT
OSDBU written notification of the activation date of each line of
credit under the STLP. The term of the federal guarantee of the line of
credit commences on the activation date.
    (d) Repayment. Interest payments must be made monthly. The
principal of the loan is repaid as payment from approved accounts
receivable are received by the PL through a joint payee check system.
The assigned contract supporting the STLP loan is the primary source of
repayment.
    (e) Use of Loan Proceeds. STLP loans must be used to finance short-
term working capital needs, specifically direct costs generated by the
assigned contract. Proceeds may not be used for the following purposes:
    (1) For long term working capital;
    (2) To repay delinquent State or Federal withholding taxes, local
taxes, sales taxes or similar funds that should be held in trust or
escrow; and/or
    (3) To provide funds for the distribution or payment to the owners,
partners or shareholders of the business; and/or
    (4) To retire short or long-term debt.
    (f) Non-compliance by the DBE in using the STLP loan for purposes
not consistent with these regulations will result in a non-renewal of
the STLP loan and in forfeiture of the STLP loan guarantee to the PL on
any ineligible principal advances requested by the borrower and made by
the PL.
    (g) Disbursements. STLP funds may only be released to an eligible
borrower upon the submission and verification of a valid written
accounts receivable invoice, showing labor and/or materials amounts due
for completed work on the contract. The PL must verify the accuracy of
the invoice with the paying transportation government agency, if the
borrower is a prime contractor, and/or with the prime contractor, if
the borrower is a subcontractor. This verification must be obtained by
the PL prior to advancing funds. No more than 85% of an approved
accounts receivable invoice shall be advanced to the borrower by the
PL.
    (1) Processing time. Disbursement of STLP funds to the borrower
should be accomplished within three (3) business days of an accounts
receivable invoice approval by the paying agency and/or prime
contractor.
    (2) Electronic funds transfer. If the disbursement of STLP funds is
being sent to the borrower through a local participating PL, the
disbursement should be made by electronic funds

transfer with the preferred method of payment being the Automated
Clearing House (ACH) system.
    (3) Wire transfers. Wire transfers can be used if the ACH system is
not available or if a same day disbursement is required.
    (4) Joint payee check system. A two-party payee check system is
required in which the PL and the borrower will be the co-payees of any
checks paid to the borrower for performance under the assigned
contract. Alternative payment methods must have prior written approval
by DOT OSDBU.
    (h) Personal Guarantees. Individuals who own at least a 20%
ownership interest in the borrower shall personally guarantee the STLP
loan. DOT OSDBU, in its discretion and in consulting with the PL, may
require other appropriate guarantees for the loan as well.
    (i) Collateral. All advances under the STLP loan must be secured,
at a minimum, by the assignment of the proceeds due under the
transportation-related contract(s) being funded with loan proceeds (the
Assigned Contract). The PL must have first lien position on the
Accounts Receivable generated by the Assigned Contract. The PL and/or
DOT OSDBU may request additional collateral on any loan request or loan
guarantee request in order to mitigate the credit risk and reduce
potential defaults and loan losses.
    (j) Key person life insurance. The assignment of existing life
insurance policies of personal guarantors or other individuals critical
to the borrower's operations may be required by the PL and/or DOT OSDBU
in certain instances; and it is encouraged for those business
applicants that do not have a management succession plan clearly in
place or where a personal guarantee provides nominal financial strength
to the credit.

Sec.  22.15  Delinquency on Federal, State, or municipality debt.

    (a) The borrower must not be delinquent on any Federal, State, or
municipality debt, including tax debts. Further, none of the principals
and/or owners of the borrower can be delinquent on any federal, state,
or municipality debt, including personal tax debt. The borrower must
acknowledge its status in writing as part of any STLP loan guarantee
application. PLs and the DOT OSDBU must verify the borrower's status
through the use of business and personal credit reports, as well as
other appropriate federal and state databases.
    (b) If any delinquencies are determined during the application
process, consideration of the request must be suspended until the
delinquency is satisfactorily resolved, as determined and approved by
the Director. If the delinquency cannot be resolved within a reasonable
amount of time, the loan request must be declined.

Sec.  22.17  Compliance with child support obligations.

    Any holder of 50% or more of the ownership interest in the
recipient of a STLP Loan must certify that he or she is not more than
60 days delinquent on any obligation to pay child support arising
under:
    (a) An administrative order;
    (b) A court order;
    (c) A repayment agreement between the holder and a custodial
parent; or
    (d) A repayment agreement between the holder and a State agency
providing child support enforcement services.

Sec.  22.19  Credit criteria.

    An applicant for a STLP loan must be creditworthy and demonstrate
an ability to repay the loan as well as satisfactory handling of the
repayment of past and current debts. The PL and DOT OSDBU shall
consider:
    (a) Character, reputation, and credit history of the applicant, its
principals and owners, and all other guarantors;
    (b) Experience and depth of key management in the industry;
    (c) Financial strength of the business;
    (d) Past earnings, projected earnings and cash flow, and work in
progress;
    (e) Ability to repay the loan;
    (f) Sufficient equity to operate on a sound financial basis; and
    (g) Capacity to perform under the transportation-related
contract(s).

Subpart C--Participating Lenders

Sec.  22.21  Participation criteria.

    A lender who participates in the STLP must meet the following
criteria:
    (a) It must operate as a lending institution certified by the
Federal Deposit Insurance Corporation (FDIC), Federal Reserve Board,
Office of the Comptroller of the Currency, Office of Thrift
Supervision, Community Development Corporation (CDC), or Community
Development Financial Institution (CDFI), for at least five (5) years;
    (b) It must demonstrate a philosophy and history of lending to
small, disadvantaged and women-owned businesses in their communities.
Information will be requested by the Director on the number of short-
term loans made to companies listed in Sec.  22.11(a)(5). The PL shall
submit information showing its efforts in relationship to its overall
portfolio;
    (c) It must demonstrate experience in administering monitored lines
of credit, such as construction loans, accounts receivable financing,
and/or contract financing. for at least two years. Such experience
should be held by any PL representative managing, reviewing or
authorizing STLP loan portfolios;
    (d) It must have at least two (2) years experience with other
federal government lending programs such as U.S. Small Business
Administration (SBA), Agriculture Rural Development, Bureau of Indian
Affairs (BIA), Economic Development Administration (EDA), Department of
Housing and Urban Development (HUD), Export Import Bank of the United
States and/or state loan programs.
    (e) It must have at least a satisfactory or better Community
Reinvestment Act (CRA) rating;
    (f) It must designate a PL representative to effectively administer
the STLP loan portfolio;
    (g) It must have the ability to evaluate, process, close, disburse,
service and liquidate STLP loans;
    (h) It must demonstrate the ability to implement, monitor and
manage a two-party payee check system, in which the PL and borrower are
joint payees of any checks paid to the borrower for performance under
the assigned contract(s);
    (i) It must submit a current SBA Form 1624 or equivalent, stating
that the lender is not currently debarred or suspended from
participation in a government contract or delinquent on a government
debt (see appendix E to part 22);
    (j) It must execute a certification of compliance concerning a
drug-free workplace (see Appendix C to Part 22); and
    (k) It must execute a Certificate Regarding Lobbying in compliance
with Section 1352, Title 21, U.S. Code (see appendix D to part 22).

Sec.  22.23  Agreements.

    (a) DOT OSDBU may enter into a cooperative agreement with a lender
that meets the criteria defined in Sec.  22.21 in order for the lender
to become a participant in the STLP. Such an agreement does not
obligate DOT OSDBU to participate in any specific proposed loan that a
lender may submit. The existence of a cooperative agreement does not
limit the rights of DOT OSDBU to deny a specific loan or establish
general policies. (See appendix G to part 22 ).
    (b) The cooperative agreement is generally for a minimum period of
twenty-four (24) months. DOT OSDBU will consider the cooperative
agreement for renewal at the end of the designated term. If a
cooperative agreement has

expired, no further applications for the STLP shall be submitted to DOT
OSDBU by the PL until a new cooperative agreement is executed by both
parties.
    (c) Unless instructed otherwise by DOT OSDBU, after the expiration
of the cooperative agreement, the PL will complete the documentation of
any loans which have been given final DOT OSDBU approval prior to
expiration of the cooperative agreement.
    (d) Following the expiration of the cooperative agreement, the PL
may, subject to the written concurrence of DOT OSDBU, sell its STLP
loans to another bank or to another PL that assumes the original rights
and responsibilities to fund, service and collect the loan or loans.

Sec.  22.25  Lender deliverables and delivery schedule.

    All PLs must adhere to certain required periodic reports,
submissions, and other actions that are outlined in the cooperative
agreement and the loan guarantee agreements, as well as to the required
due dates to DOT OSDBU.

Sec.  22.27  Eligible reimbursements to PLs.

    PLs will be reimbursed by DOT OSDBU for reasonable expenses and
costs that are incurred in the processing, administration, and
monitoring of a STLP loan. The PL will be reimbursed as follows:
    (a) Processing/Underwriting fee. A fee, as specified in the
cooperative agreement will be reimbursed by DOT OSDBU, with a minimum
fee of not less than one thousand ($1,000), per approved STLP loan
guarantee, provided that DOT OSDBU receives proper notification of the
activation date of the STLP loan.
    (b) Additional Administrative fee: For total loan amounts of
$150,000.00 or less, the PL can request an additional one-half (\1/2\)
percent administrative fee for the increased loan monitoring and
administrative assistance required to process the loan. The request
must be supported with the information specified in the cooperative
agreement.
    (c) Travel expenses. For any pre-approved travel expenses, the PL
will be reimbursed for certain costs, provided that paragraphs (c)(1),
(2), and (3) of this section are met:
    (1) A written request for travel, along with a statement of the
purpose of the travel and proposed cost estimate, is submitted for DOT
OSDBU for its approval no less than ten (10) business days prior to
travel; and
    (2) A travel invoice accompanied by a written report explaining the
findings of the travel is submitted to DOT OSDBU no later than thirty
(30) days following the approved travel.
    (3) Payment or reimbursement for travel shall be in accordance with
the Joint Travel Regulations, Federal Travel Regulations and DOD FAR
31.205.46.
    (d) Attorney fees. Legal fees incurred by the PL may be eligible
for reimbursement. Prior written approval from DOT OSDBU is required.
Attorney fees will be reimbursed on a pro-rata basis in proportion to
the percentage of the government loan guarantee in relation to the
total loan amount.

Sec.  22.29  DOT OSDBU access to PLs files.

    A PL must allow the authorized representatives of DOT OSDBU, as
well as representatives of the Office of Inspector General (OIG) and
General Accountability Office (GAO), access to its STLP loan files to
review, inspect, and copy all records and documents pertaining to DOT
OSDBU guaranteed loans. Record retention of all relevant documents and
other materials is specified in the cooperative agreement between DOT
OSDBU and the PL.

Sec.  22.31  Suspension or revocation of eligibility to participate.

    (a) DOT OSDBU may suspend or revoke the eligibility of a PL to
participate in the STLP by giving written notice in accordance with the
terms and conditions cited in the cooperative agreement. Such notice
may be given because of a violation of DOT OSDBU regulations; a breach
of any agreement with DOT OSDBU; a change of circumstance resulting in
the PL's inability to meet operational requirements; or a failure to
engage in prudent lending practices. A suspension or revocation will
not invalidate a loan guarantee previously approved by DOT OSDBU,
providing that the specific loan was handled in accordance with its
guarantee agreement, the cooperative agreement and/or these
regulations.
    (b) The written notice to suspend or revoke participation in the
STLP will specify the corrective actions that the PL must take, as well
as the time period allowed for cure, prior to DOT OSDBU considering a
termination of the cooperative agreement.

Sec.  22.33  Termination of participation in the STLP.

    (a) DOT OSDBU Termination for Convenience. DOT OSDBU may terminate
a cooperative agreement for the convenience of the government, and
without cause, upon prior written notice of thirty (30) days of its
intent to terminate. Upon termination, DOT OSDBU shall remain liable on
the pro-rata share of the loan guarantee(s) received by the PL which
received the Director's final approval, prior to the effective date of
termination.
    (b) Participating Lender's Termination. The PL may terminate a
cooperative agreement with written notice of sixty (60) days to DOT
OSDBU of its intent to terminate. Upon termination, DOT OSDBU shall
remain liable on the pro-rata share of the loan guarantee(s) received
by the PL which received the Director's final approval, prior to the
effective date of termination.
    (c) DOT OSDBU Termination for Cause. DOT OSDBU may terminate a
cooperative agreement, in whole or in part, at any time before the
expiration of the term of the cooperative agreement or the expiration
of any renewal term of the cooperative agreement, and without allowing
any cure period as described in Sec.  22.23 of this part, if it
determines that the PL failed to comply with any terms and conditions
of its cooperative agreement and such failure cannot be reasonably
addressed. DOT OSDBU shall promptly notify the PL in writing of this
determination and the reasons for the termination, together with the
effective date of termination.
    (d) DOT OSDBU may also terminate for cause any cooperative
agreement with a PL that fails to comply with the corrective actions
requested in a written notice of suspension of revocation within the
specified cure period, in accordance with the terms and conditions
further described in the cooperative agreement.

Subpart D--Loan Application Process

Sec.  22.41  Application procedures.

    (a) A STLP loan guarantee request application package shall consist
of the DOT OSDBU Application for Loan Guarantee and supporting
documentation as outlined below at (b). The application can be obtained
directly from the office of DOT OSDBU, from a current PL, or online
from the agency's Web site currently at http://osdbu.dot.gov/documents/
pdf/stlp/stlpapp.pdf.
    (b) Supporting documentation may include, but is not limited to,
the following items: Business, trade or job performance reference
letters; current DBE or SDB eligibility certification letters and/or
affidavit; signed and dated borrower certification that all federal,
state and local taxes are current; business tax returns; business
financial statements; personal income tax returns; personal financial
statements; schedule of work in progress; signed and dated copy of
transportation-related contracts; business debt schedule; income and
cash flow projections; and evidence of bonding and insurance. It also
includes, from the PL, the lender's internal credit

approval memo and analysis; and other third-party credit verifications
obtained.
    (c) Application packages are submitted directly to a PL, which will
perform its own credit review. The PL must initially approve or decline
the loan based upon its internal analysis of the request. Loans
approved by the PL are then forwarded to DOT OSDBU for its STLP
eligibility review and independent credit review, and for presentation
to the DOT OSDBU Loan Committee. All loan approvals shall require the
final approval of the Director, or the Director's designee, for the
issuance of a Government Loan Guarantee.

Sec.  22.43  Approval or denial.

    If a loan guarantee is approved by DOT OSDBU, a Guarantee Agreement
will be issued to the PL. If a loan guarantee is declined by the PL,
the PL is responsible for communicating the reasons for the decline to
the applicant. If a loan guarantee is declined by the DOT OSDBU, DOT
OSDBU will be responsible for communicating the reasons for the decline
to the applicant. The PL must notify the applicant, in writing, the
reasons for the decline; and a copy of this notification must be sent
to DOT OSDBU. (see form DOT  F 2314-1)

Sec.  22.45  Allowable fees to borrowers.

    (a) Application fees. The PL may charge the applicant a non-
refundable loan application fee, as determined from time to time by DOT
OSDBU, for each STLP loan application processed, whether a new loan
request or a renewal request.
    (b) Reasonable closing expenses. The PL may collect reasonable
closing expenses from the borrower, provided that full disclosure of
such fees is made to the borrower prior to the loan closing date. These
expenses include necessary out-of-pocket expenses to third parties such
as filing and recordation fees, as well as loan closing document
preparation fees, whenever the PL charges similar fees to its non STLP
borrowers.

Subpart E--Loan Administration

Sec.  22.51  Loan closings.

    (a) The PL must promptly close all STLP loans in accordance with
the terms and conditions approved by DOT OSDBU in its Guarantee
Agreement. The PL must report circumstances concerning any STLP loans
not closed within a reasonable time period after DOT OSDBU approval.
    (b) The PL uses its own internal loan closing documents and must
use standard banking practices and procedures to ensure proper
execution of the debt and perfection of the collateral. The PL must
forward copies of all executed closing documents and filings to DOT
OSDBU within the time period specified in the cooperative agreement.

Sec.  22.53  Loan monitoring and servicing requirements.

    The PL must review STLP principal advance requests, process loan
disbursements, and payments, and maintain contact with the borrower
during the term of the loan. The PL must monitor the progress of the
project being financed and the borrower's continued compliance with the
terms and conditions of the loan. The PL must promptly report any
material adverse change in the financial condition or business
operations of the borrower to DOT OSDBU.

Sec.  22.57  Loan reporting requirements.

    The STLP is subject to the requirements of the Federal Credit
Reform Act of 1990 (FCRA) that includes certain budgeting and
accounting requirements for Federal credit programs. To fulfill the
requirements of FCRA, the PL must provide DOT OSDBU prompt written
notification of the activation date (form  DOT F 2302-1), and
the date the loan is repaid and closed (form  DOT F 2304-1).
To fulfill this requirement, the PL must submit a monthly report to the
DOT OSDBU covering the previous month's STLP loans in process and those
that are active.

Sec.  22.59  Loan modifications.

    Any modification to the terms of the DOT OSDBU guarantee agreement
must have prior written approval of the Director, and executed in
writing as an Addendum to the original guarantee agreement.

Sec.  22.61  Loan guarantee extensions.

    An extension of the original loan guarantee may be requested, in
writing, by the PL using form  DOT F 2310-1. The request must
comply with the terms and conditions described in the guarantee
agreement and with the STLP policies and procedures. All extension
requests must be approved by the Director. The maximum extension period
for a loan guarantee is ninety (90) days.

Sec.  22.63  Loan close outs.

    Upon full repayment of the STLP loan, or upon expiration of the
loan guarantee, the PL must submit an executed loan guarantee close-out
form  DOT F 2304-1 to DOT OSDBU.

Sec.  22.65  Subordination.

    DOT OSDBU must not be placed in a subordinate position to any other
debt.

Sec.  22.67  Delinquent loans and loan defaults.

    (a) The PL must bring to the immediate attention of the Director
and delinquent STLP loans. The PL and DOT OSDBU are jointly responsible
for establishing collection procedures and must exercise due diligence
with respect to collection of delinquent debt. The PL is responsible
for initiating actions to recover such debt. DOT OSDBU must approve any
compromise of a claim, resolution of a dispute, suspension or
termination of collection action, or referral for litigation. A work-
out solution will only be considered if it is expected to minimize the
cost to the federal government in resolving repayment delinquencies
and/or loan default. They must only be used when the borrower is likely
to be able to repay the loan under the terms of the work-out, and if
the cost of establishing the work-out plan is less than the costs of
loan default and/or foreclosure.
    (b) In an appropriate situation, DOT OSDBU may authorize the PL to
undertake legal action deemed necessary to collect delinquent loans and
DOT will reimburse the PL on a pro rata basis in proportion to the loan
guarantee percentage for the associated fees and costs, with prior
authorization from the Director. Penalties and late fees are not
eligible for reimbursement. Any legal action undertaken by the PL
without OSDBU authorization, will not be eligible for a pro rata basis
reimbursement of the associated fees and costs. Net recoveries
applicable to accrued interest must be applied on a pro rata basis in
proportion to the formula used during the term of the loan.

Sec.  22.69  Claim process.

    After reasonable efforts have been exhausted to collect on a
delinquent debt, the PL may demand in writing that DOT OSDBU honor its
loan guarantee, provided however that the maximum liability of DOT
OSDBU shall not at any time exceed the guaranteed amount. The borrower
must be in default for no less than thirty (30) days, and the PL must
have made written demand for payment from the borrower, in accordance
with the guarantee agreement.
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Attachment G to Part 22--Cooperative Agreement

COOPERATIVE AGREEMENT BETWEEN THE UNITED STATES DEPARTMENT OF
TRANSPORTATION AND [BANK]--------

1. Recital of Purpose

    The principal purpose of this Agreement is to carry out the
United States Department of Transportation (DOT)'s Short Term
Lending Program (STLP), a loan guarantee program to enhance the
lending opportunities for disadvantaged business enterprises (DBEs)
and other certified small and disadvantaged businesses (SDBs) in
order to increase the number of DBEs and SDBs that engage in
transportation-related contracts and to strengthen the competitive
and productive capabilities of the DBEs and SDBs that currently do
business with DOT, its grantees, recipients, their contractors and
subcontractors. This Agreement is not intended to and does not
create any rights in third parties to receive loans or any other
funds from [BANK] or DOT. All rights and obligations under the
Agreement run only to the parties.
    This Agreement is intended by the parties to be construed as a
Cooperative Agreement, under 31 United States Code (U.S.C.), Section
6305, and shall be in no way construed as a procurement contract.

2. Authority

    DOT is authorized under 49 U.S.C. 332, to develop support
mechanisms, including financial assistance programs that will enable
DBEs and SDBs to take advantage of transportation-related business
opportunities. [BANK] is authorized under its charter and by-laws to
enter into this Cooperative Agreement.

3. Definitions

    3.1 For the purpose of this Agreement, the term ``Disadvantaged
Business Enterprise'' (``DBE''), includes a for profit small
business concern that is owned and controlled by a socially and
economically disadvantaged individual, including women and, is set
forth at 49 Code of Federal Regulations (CFR) (23 and 26); Safe,
Accountable, Flexible, Efficient Transportation Equity Act: A Legacy
for Users (SAFETEA-LU); and corresponding sections of the Aviation
Investment and Reform Act for the 21st Century, as amended by any
regulations and interpretations issued there-under. For the purpose
of the Agreement, the term Small and Disadvantaged Business
(``SDB'') includes: Small disadvantaged business (SDB), Section 8
(a) program; HUBZONE Empowerment Contracting Program, and Service
Disabled Veteran owned business, under the U.S. Small Business
Administration.
    3.2 For the purpose of this Agreement, the term
``transportation-related contract'' is defined as a contract for the
maintenance, rehabilitation, restructuring, improvement, or
revitalization of any of the nation's modes of transportation with
any public or commercial provider of transportation through any
Federal, State or local transportation agency. The transportation
contract can be a prime contract or subcontract at any tier, awarded
by DOT or by a State or local recipient of DOT funds.
    3.3 For the purpose of this Agreement, the term ``Participating
Lender'' (PL) is defined as a banking or lending institution, or
other approved organization which has agreed to and has been
formally accepted as a Participating Lender in the DOT Short-Term
Lending Program.

4. Terms

    4.1 The [BANK] shall make loans to qualifying DBEs and SDBs that
request financial assistance to perform transportation-related
contracts. The maximum loan face amount for any individual loan or
line of credit will be $750,000.00 unless the written consent of the
Director, OSDBU, is received. Loans will be secured at a minimum by
assignment of the proceeds of the transportation-related contracts
supporting the loan request and by a recorded first lien security
position in such proceeds. (See Section 11 regarding maintenance of
DOT funds in a first lien position.) Other collateral may be
required based upon assessments of risk and collateral availability
performed by [BANK] and DOT.
    4.2 The [BANK] agrees to review and give due consideration to
all loan applications submitted directly by the applicant or
forwarded by DOT. Generally DOT will refer the application to the
Participating Lender located closest to the applicant; however, DOT
may at its sole discretion forward applications to any Participating
Lender.
    4.3 DOT will guarantee up to seventy-five (75) percent of the
outstanding and unpaid principal amount of the loan, interest on the
principal amount of the loan, and interest on any due and unpaid
amounts owing by the Borrower to the Bank, provided however that the
maximum liability of DOT shall not at any time exceed the guaranteed
amount. In the event a DBE or SDB defaults on a loan made under this
Agreement, the loss will be borne on the same pro rata basis of
distribution.
    4.4 The [BANK] agrees that in any and all matters concerning the
DOT Short Term Lending Program it will conform to the policy and
procedures as described in the DOT STLP Loan Policies and Procedures
Manual and subsequent regulations implementing this manual. [BANK]
and DOT will be responsible for decisions as to which DBE or SDB
applicants will or will not receive loans. All decisions will
require the final approval of the OSDBU Director, or the Director's
designee, after the loan application has been recommended for
approval by [BANK]'s loan committee or by its designated senior
official. Funds shall be loaned at the Prime Rate that is defined as
New York Prime and published daily in the Wall Street Journal,
adjusted on the first day of each calendar month for the ensuing
month. Up to an additional two (2) points can be added to the Prime
Rate to cover administrative fees of managing the STLP Program.
    4.5 The DBE or SDB borrower shall be able to make draws against
the line of credit during the term of the loan and shall be required
to repay all remaining principal and interest no later than the date
of receipt of the final payment under its transportation-related
contract(s). In the event that the contract is terminated for any
reason, maturity of the loan will be accelerated and no further
advances will be made.
    4.6 The use of the two-payee check system will be required in
which the [BANK] and the DBE or SDB will be the payees of any
relevant check paid to the DBE or SDB for work performed under a
secured transportation-related contract(s).
    4.7 Application forms required for DOT guaranteed loans can be
obtained from the Participating Lender, and are also available on
the OSDBU webpage: http://osdbu.dot.gov/documents/pdf/stlp/
stlpapp.pdf. Applications should be submitted directly to [BANK].
The [BANK] will perform the loan application review and process the
loan for completeness. The [BANK] must initially approve or decline
the loan based upon its independent review. Loans approved by the
[BANK] will then be forwarded to DOT and will require the final
approval of the OSDBU Director, or the Director's designee for a DOT
guarantee. Questions regarding program eligibility and

policy will be referred to OSDBU for resolution. Any DBEs or SDBs
rejected for a loan will be sent a letter of explanation, with a
copy to OSDBU.
    4.8 Determination that the final loan documents conform to the
terms of the loan approval; that loan documentation is complete and
has been properly executed; and that loan disbursement is completed
is the sole right and responsibility of the [BANK]. The [BANK] will
promptly close the loans in accordance with conditions specified by
DOT in the transmittal of its approval and any other conditions upon
which the DOT and the [BANK] may have agreed in writing. The [BANK]
shall report the circumstances behind any loans not closed within 15
business days after receipt of final approval by OSDBU. The [BANK]
must execute applications which have been finally approved by DOT
and the [BANK] and must ensure the necessary completion and
perfection of documents under standard banking practice and
procedure. These documents will include as applicable; the note,
assignment of payments, notice of assignment of payments, personal
guaranties, necessary UCC filings, and any other collateral or
security documents completed during the execution of the loan.
Additionally, each borrower for which the DOT guarantee exceeds
$150,000 must execute a Certification Regarding Lobbying concurrent
with execution of the closing documents. This certification is
incorporated into this Cooperative Agreement as Attachment B.
    4.9 The [BANK] will forward copies of all executed closing
documents and filings to DOT no later than 15 business days after
execution of closing documents and filings.
    4.10 [BANK] may only release loan funds to a certified applicant
(DBE or SDB, as defined in Section 3.1) upon the award of a
transportation-related contract as determined by DOT.
    4.11 [BANK] shall be in a first position on any contract
proceeds and receivables that the STLP line has financed. STLP funds
shall not be placed in a subordinate position to any other debt,
except if so required by a DOT authorized surety bonding company and
approved by the OSDBU Director, or his/her designee. It shall be the
responsibility of the [BANK] to ensure that the security interests
in the proceeds of any contract funded under this Agreement are
properly recorded as minimum security for the loan. The [BANK] is
also responsible for maintaining regular and sufficient contact with
the borrower in order to monitor and ensure the progress of the
project being financed and compliance with the terms of the
financing, and to detect any material adverse change in the
condition of the borrower, and shall be reported in the monthly
report to OSDBU.
    4.12 [BANK] may collect an application fee of $150.00 from the
applicant for each loan application or renewal.
    4.13 For each loan successfully executed, DOT will pay [BANK[]
an underwriting fee of one (1) percent of the face amount of the
approved loan with a minimum fee of not less than $1,000.00 per
approved loan. [BANK] can charge the applicant not more than Prime
plus two (2) percent for the interest rate on the loan. For total
loan amounts of $150,000.00 or less, the PL may charge an additional
half (1/2) percent administration fee for the monitoring and
technical assistance required. Payment of the underwriting fees will
be made upon a written request for payment by the [BANK] and receipt
by OSDBU of a copy of a signed loan activation form and a copy of
the executed note.
    4.14 [BANK] must fully fund each loan. If a second bank has
participated in the loan, the distribution of the underwriting fee
shall be negotiated by the banks.
    4.15 DOT's guarantee shall be established by a Guarantee
Agreement executed by the [BANK] and DOT for each new loan, loan
modification, or loan renewal.
    4.16 The [BANK] and DOT shall be jointly responsible for
establishing collection procedures and shall exercise due diligence
with respect to collection of delinquent debt. The [BANK] will be
responsible for initiating actions to recover such debt. DOT must
approve in writing any compromise of a claim, resolution of a
dispute, suspension or termination of collection action, or referral
for litigation. In an appropriate situation, DOT may authorize the
[BANK] to undertake any legal action to collect unpaid loans and the
DOT will reimburse [BANK] on a pro rata basis in proportion to the
loan guarantee for the associated fees and costs with prior written
authorization from the OSDBU Director. Should litigation become
necessary, the Department of Justice shall be responsible for its
conduct, and the [BANK] and DOT shall cooperate in providing
evidence and other support to its efforts. Net recoveries applicable
to principal and accrued interest shall be applied on a pro rata
basis in proportion to the loan guarantee commitments.
    4.17 The [BANK] shall maintain a fiduciary duty to administer
all loans approved under STLP in a manner that is consistent with
the terms of this Agreement and the procedures established
thereunder.

5. Deliverables and Delivery Schedule

    5.1 Within five (5) business days of the activation of a
guaranteed loan, [BANK] will submit a completed and signed Loan
Activation Form to OSDBU).
    5.2 Within five (5) business days of the close-out or renewal of
a guaranteed loan, [BANK] will submit a completed and signed Loan
Close-out Form to OSDBU.
    5.3 For loans in excess of $100,000.000, a personal site
inspection of the facilities of the loan applicant must be conducted
by the [BANK] prior to disbursement of funds.
    5.4 Monthly Reports. [BANK] shall provide a report by the 10th
of each month covering the previous month's activity, according to
the attached templates (Attachments C1 and C2). The report will
include: (a) A status of the review of all pending applications; (b)
a summary of loans executed and outstanding, including the
borrowers' name, loan amount, maturity date, balance outstanding,
and accrued interest; (c) a statement for each loan as to whether
the loan is current and performing satisfactorily; (d) for each loan
determined delinquent and not performing properly, a summary of
action taken; and, (e) the date(s) of any loans that have closed
out; and, (f) any relevant information that DOT may request.
    5.5 Call Reports or Thrift Financial Reports. [BANK] shall
provide two copies of its quarterly Reports of Condition and Income
(Federal Financial Institutions Examination Council--FFIEC Form
041), or quarterly Thrift Financial Reports (Office of Thrift
Supervision--OTS Form 1313) within 60 days after the close of each
calendar quarter.
    5.6 Regulatory Enforcement Actions. The [BANK] shall promptly
notify the OSDBU Director, of any regulatory enforcement actions
involving the Bank.
    5.7 Community Reinvestment Act (CRA). [BANK] shall provide the
OSDBU Director a copy of its current CRA rating and shall promptly
advise of any negative changes thereto. Delivery of all items or
other notices or correspondence relevant to this Agreement shall be
addressed as follows: Director, Office of Small and Disadvantaged
Business Utilization, U.S. Department of Transportation, 1200 New
Jersey Avenue SE, S-40, W56-497, Washington, DC 20590.
    5.8 The PL shall notify OSDBU within 10 (ten) business days of
any personnel changes regarding signatory officials of the PL, as
well as any significant occurrences within the PL's organization
which may affect this agreement, such as mergers, buyouts, or
expansions.

6. Audit, Investigation and Review

    DOT's Inspector General and the Comptroller General of the
United States and/or Director, OSDBU, or Director's designee may at
all reasonable times investigate, audit and review in the offices of
[BANK]. [BANK] shall provide to such parties access to all
documents, papers, books, and records relevant to such audit or
review.

7. Record Retention

    The [BANK] shall retain all documents, files, books, and records
relevant to the execution and implementation of the terms of this
Agreement for a period of not less than three years from the date of
termination of this Agreement or payment in full from the borrower;
except, if any litigation, collection action, or audit is commenced.
In these cases, records and other materials shall be retained until
the litigation, collection action, or audit is judicially or
administratively final.

8. Duration of Agreement

    This Agreement shall be in effect for a period of two (2) years
from the date of the execution of this Agreement. An annual option
to renew the Agreement for additional periods, not to exceed two (2)
years, may be granted at the discretion of DOT.

9. Expiration of Agreement

    Except in the event that DOT has offered its annual option to
renew this Agreement for additional periods and the [BANK] has
accepted such an offer, after expiration of this Agreement, no
further applications will be furnished by DOT for approval. Unless
instructed otherwise by DOT, after expiration of the Agreement,
[BANK] shall complete the

documentation of any loans which have been recommended to DOT for
approval and in which DOT has given final approval prior to
expiration of the Agreement. Following expiration of the Agreement,
[BANK] may, subject to the written concurrence of DOT, sell its
loans to another bank or to another Participating Lender which shall
assume the original [BANK] 's rights and responsibilities to fund,
service and collect the loan or loans.

10. Suspension of Agreement

    DOT may suspend this Agreement by giving a Notice of Suspension
in writing to [BANK] and by instructing [BANK] in writing not to
disburse funds (including the granting of additional loans and the
making of loan commitments), pending [BANK] 's action to correct
violations of the terms and conditions of this Cooperative
Agreement. Failure by [BANK] to take corrective actions specified in
the Notice of Suspension within thirty (30) days of the date of
receipt of said notice may result in termination of the Agreement.

11. Termination

    11.1 DOT Termination for Cause. DOT may terminate this
Cooperative Agreement, in whole or in part, at any time before the
expiration of the one year term of the Agreement or the expiration
of any renewal term of the Agreement, and without affording a thirty
(30) day cure period under the Suspension provision, if it
determines that the [BANK] failed to comply with terms and
conditions of the Agreement and such failure cannot be reasonably
addressed. DOT shall promptly notify [BANK] in writing of the
determination and the reasons for the termination, together with the
effective date of termination.
    11.2 DOT Termination for Convenience. DOT may terminate this
Cooperative Agreement for the convenience of the Government and
without cause, upon prior written notice of thirty (30) days to
[BANK] of DOT's intention to terminate. Upon termination, DOT shall
remain liable on the pro rata share of the loan guarantee(s) made by
[BANK] , which have been finally approved by DOT prior to the
effective date of termination.
    11.3 Bank Termination. [BANK] may terminate the Agreement with
written notice of sixty (60) days to DOT of [BANKS]'s intention to
terminate. Upon termination, DOT shall remain liable only as to loan
guarantee(s) written by [BANK] which have been approved by DOT,
prior to the effective date of termination.

12. DOT's Representative

    The Director, OSDBU, shall represent DOT under the Agreement and
may exercise all rights secured to DOT by the Agreement. Decisions
by the Director to exercise DOT's rights under this Agreement shall
be final and binding on DOT. The Director may delegate these
responsibilities to any other DOT employee on written notice to
[BANK].
    [BANK'S REPRESENTATIVE] shall represent [BANK] under the
Agreement and may exercise all rights secured to [BANK] by the
Agreement. Decisions by this representative to exercise [BANK]'s
rights under this Agreement shall be final and binding on [BANK].
[BANK] may delegate these responsibilities to any other [BANK]
employee upon written notice to DOT. [BANK]'s address for receipt of
notices and other correspondence for the purpose of this Agreement
will be:

13. Miscellaneous Conditions

    13.1 As a condition of receipt of any DOT guarantee under the
Agreement, [BANK] assures DOT that they will abide by the provisions
of Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d et
seq., and DOT's implementing regulations, 49 CFR 21; Section 504 of
the Rehabilitation Act of 1973, 29 U.S.C. 794, and DOT's
implementing regulations, 49 CFR 27; the Age Discrimination Act of
1975, 42 U.S.C. 6101-7, and any Federal implementing regulations;
and Section 905 of the Railroad Revitalization and Regulatory Reform
Act of 1976, 45 U.S.C. 803 (re-codified in 49 U.S.C. 332). [BANK]
also assures DOT that they will comply with all other applicable
Federal laws and regulations.
    13.2 In order to enter into this Agreement, [BANK] shall be
designated as a depository and financial agent of the Government
under 31 CFR Part 202.
    13.3 All notices, approvals, reports, or other correspondence
contemplated by this Agreement must be in writing and served
personally, by facsimile, by e-mail, or by first class mail. If
given by personal service, the notice shall be effective on the date
of delivery; if given by mail, the notice shall be effective upon
receipt. Either party may change its mailing address by giving
notice of such change.
    13.4 [BANK] shall execute a Drug-Free Workplace Act
certification concurrent with execution of this Cooperative
Agreement.
    13.5 [BANK] shall maintain a written code of standards of
conduct governing the performance of their employees engaged in the
award and administration of DOT loan guarantee, a copy of which must
be made available to DOT upon request. No employee, officer or agent
of the [BANK] shall participate in the selection, or in the award or
administration of a contract supported by DOT funds if a conflict of
interest, real or apparent, would be involved. Such a conflict would
arise when:
    (a) The employee, officer or agent,
    (b) Any member of his or her immediate family,
    (c) His or her partner, or
    (d) An organization which employs, or is about to employ, any of
the above, has a financial or other interest in the firm selected
for award.
    [BANK]'s officers, employees or agents shall neither solicit nor
accept gratuities, favors or anything of monetary value from loan
applicants or potential applicants, or parties applying for any DOT
short term loans. To the extent permitted by State or local law or
regulations, such standards of conduct shall provide for penalties,
sanctions, or other disciplinary actions for violations of such
standards by [BANK] agents.
    13.6 In accordance with Section 319 of Public Law 101-121,
[BANK] shall be prohibited from using Federal appropriated funds for
lobbying the Executive or Legislative Branches of the Federal
Government in connection with a specific contract, grant, or loan
and shall disclose lobbying activities. [BANK] shall execute a
Certificate Regarding Lobbying concurrent with execution of this
Cooperative Agreement.
    13.7 This document embodies the entire Agreement between [BANK]
and DOT. This Agreement may be amended, altered, or any of its
provisions waived only in writing and signed by both parties.
    This Cooperative Agreement is entered into this ---- day of ----
---- 20----, by the United States Department of Transportation at
Washington, District of Columbia.

By:--------------------------------------------------------------------

Director, Office of Small and
Disadvantaged Business Utilization
U.S. Department of Transportation

This Cooperative Agreement is entered into by [BANK] and in witness
whereof, the undersigned has caused the signature of its officer
below-named and its corporate seal duly attested to be affixed
hereto this ---- day of --------, 20----, intending to be legally
bonding hereby.

[BANK]

(SEAL)
(Bank ABA/RTN) --------/--------

By:--------------------------------------------------------------------

Title:-----------------------------------------------------------------

Appendix H to Part 22--Guarantee Agreement

DEPARTMENT OF TRANSPORTATION OFFICE OF SMALL AND DISADVANTAGED BUSINESS
UTILIZATION SHORT TERM LENDING PROGRAM

GUARANTEE AGREEMENT

    This GUARANTEE AGREEMENT dated as of [DATE] (this Agreement) is
made by the United States Department of Transportation (DOT) and
[NAME OF BANK], a National Banking Corporation, its successors and
permitted assigns [NAME OF BANK] concerning the Bank's extension of
a [AMOUNT OF LOAN/WORDS] ($LOAN AMOUNT) Loan (Loan) to [NAME OF
BORROWER], [STATE IN WHICH INCORPORATED] Corporation, (Borrower).

Section 1. Guarantee

    1.01 The Guarantee. Subject to the terms and conditions set
forth in this Agreement, DOT hereby guarantees, irrevocably and
unconditionally (except to the extent expressly provided in Sections
1.02, 1.03, 1.04, 1.05 or by applicable law) to the Bank payment of
seventy five percent (75%) of the outstanding and unpaid principal
amount of the loan, interest on the principal amount of the loan and
interest on any due and unpaid amounts owing by the Borrower to the
Bank, provided however that the maximum liability of DOT shall not
at any time exceed [GUARANTEE AMOUNT/WORDS], the Guaranteed Amount.
    1.02 Coverage of the Guarantee and Compliance with STLP
Cooperative Agreement and STLP Policies and Procedures Manual.

    (a) The Guarantee is entitled to the full faith and credit of
the United States of America. The Guarantee constitutes a guarantee
of payment and not of collection. In no event shall the liability of
the DOT on the Guarantee exceed the Guaranteed Amount.
    (b) If the [NAME OF BANK] fails to comply with this Guarantee
Agreement and STLP Cooperative Agreement and STLP Policies and
Procedures Manual in the making or servicing of any STLP loan, the
Guarantee shall not be effective and shall automatically terminate.
Denial of liability on the Guarantee shall only occur if DOT
determines that the [NAME OF BANK] has engaged in negligence,
misconduct, or failed to comply with this Guarantee Agreement the
STLP Cooperative Agreement, or STLP Policies and Procedures Manual.
    1.03 Term of the Guarantee. The Guarantee will be effective for
one year from the Date of Activation of the Loan. Any requests for
renewals or extensions of the expiration date must be sent by the
[NAME OF BANK], in writing, to the DOT no later than thirty (30)
days prior to the original expiration date. Renewal periods of one
year may be considered; however, they will be handled as a new loan
guaranty request. Extension periods up to ninety (90) days may be
granted with reason and at the DOT's sole discretion incorporating
any addendums that contain conditions on the loan approval. If a
renewal is not in place by the end of the 90 day extension, the
Guarantee will expire on the last day of the extension period. It is
further agreed that all principal advances made to the Borrower by
[NAME OF BANK] in accordance with Paragraph 1.02 (b.) and prior to
the Expiration Date will be guaranteed by the DOT until collected.
    1.04 Timely Demand. In the event that the [NAME OF BANK] fails
to make demand on DOT within the time period required in Section
2.02(vi), the Guarantee of the unpaid installment of principal and/
or interest as to which such timely demand was not made shall
automatically terminate with respect thereto. This termination shall
be without prejudice to the right of the [NAME OF BANK] to make
demand on DOT under this Agreement in respect of any other due and
unpaid installment(s) of principal or interest.
    1.05 Prohibited Amendment or Transfers. In the event that the
Bank, without DOT's prior written consent, agrees to any material
amendment, modification, or waiver or assigns, conveys, sells, or
otherwise transfers any interest in or right or obligation under
this Agreement or the Loan, or any Note, then DOT shall have the
right to terminate the Guarantee by providing written notice to the
Bank.
    1.06 No Acceleration. In the event that, without the prior
written consent of DOT, the Bank declares all or any part of the
Borrower's indebtedness under the Loan to be immediately due and
payable or to be due and payable upon the demand of the Bank, then
DOT shall have the right to terminate the Guarantee with respect to
all or a portion of the Guaranteed Amount. The automatic
acceleration of the Loan or any Note as a result of a bankruptcy or
insolvency event does not constitute such an event. Any termination
of the Guarantee by DOT shall be deemed effective as of the date of
the declaration by the Bank.

Section 2. Claim Procedures

    2.01 Failure to Pay. In the event that (i) the Borrower for any
reason fails to pay in full any installment of principal (other than
any proposed voluntary prepayment) or interest under the Loan or any
Note for more than thirty (30) calendar days after the due date of
such installment; and (ii) a period of fifteen (15) calendar days
has elapsed since written demand for payment was made by the Bank on
the Borrower (which demand may be omitted only if and to the extent
that the making thereof would be prohibited by any applicable law),
then the Bank may make demand on DOT under this agreement for
payment (subject to Sections 1.03., 1.04, 1.05) of the Guaranteed
Amount.
    2.02 Demand on DOT. The Bank's demand on DOT must: (i) Be in
writing; (ii) be made only by the Bank; (iii) identify the
installment(s) of principal and/or interest unpaid as of the date of
such demand; (iv) include a copy of the Bank's written demand for
payment on the Borrower (or in the event that such demand was
omitted in accordance with law, evidence of the applicable law); (v)
include an Assignment and Certification in the form of Annex A; (vi)
be made not later than sixty (60) calendar days from the due date of
the unpaid installment(s) of principal and /or interest on which the
Bank's demand for payment is based.
    2.03 Assignment to DOT. On and as of the date on which DOT pays
the Guaranteed Amount, DOT shall become subrogated to, and the Bank
shall be deemed to have assigned to DOT, without recourse and
without need for any further action, the Guaranteed Percentage of
the Bank's right, title, and interest in and to the principal of and
interest on the Loan and each Note in respect thereof and to such
extent, DOT shall have the right to enforce or participate in any
claim (including without limitation, any claim in bankruptcy), right
or remedy that the Bank then has or may thereafter acquire against
the Borrower under the Loan or the Note. In addition to the
Assignment and Certification required, the Bank shall, upon request
by DOT, promptly execute and deliver such documents and take such
other actions as DOT may reasonably request to evidence or give
effect to such subrogation and assignment, it being understood and
agreed that the execution and delivery of any such document or the
taking of any such action shall not be a condition to DOT's
obligation to pay the Guaranteed Amount.
    2.04 Payment by DOT.
    (a) Within forty-five (45) Business Days after the date on which
the Bank shall have properly documented its demand on DOT for
payment pursuant to Section 2.02 (the ``Demand Date''), the DOT
shall, subject to Sections 1.03, 1.04 and 1.05, pay the Guaranteed
Amount to the Bank in a single payment calculated as of the date of
actual payment thereof by DOT.
    (b) Payment of the Guaranteed Amount due under this Agreement
shall be made by DOT to the Bank, and such payment to the Bank shall
discharge fully and completely DOT's liability under this Agreement.
After the Demand Date, any funds received by the Bank or DOT from or
on behalf of the Borrower in respect of any of the Borrower's
obligations under the Loan Agreement or Note shall be applied in
accordance with the terms of the Loan Agreement or Note.
    2.05 DOT Payment Does Not Discharge Borrower. Any statute or
judicial decision to the contrary notwithstanding, no payment by DOT
to the Bank under this Agreement shall be deemed to reduce,
discharge, satisfy or terminate any obligation of Borrower under the
Loan Agreement or any Note.

Section 3. Miscellaneous

    3.01 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAW OF THE UNITED STATES OF
AMERICA IF AND TO THE EXTENT SUCH FEDERAL LAW IS APPLICABLE, AND
OTHERWISE IN ACCORDANCE WITH THE LAW OF THE STATE OF [STATE WHERE
BANK LOCATED].
    3.02 Benefit of Agreement. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective
successors and permitted assigns of the parties hereto.
    3.03 Entire Agreement. This Agreement contains the entire
agreement among the parties hereto regarding the subject matter
hereof. In the event that any term of the Loan Agreement or any Note
conflicts with any term of this Agreement, the terms and provisions
of this Agreement shall control to the extent of such conflict.
    3.04 Amendment or Waiver. This Agreement may not be changed,
discharged or terminated (except as expressly provided herein)
without the written consent of the parties hereto, and no provision
hereof may be waived without the written consent of the party to be
bound thereby.
    3.05 Counterparts. This Agreement may be signed in separate
counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same instrument.
    3.06 Severability. To the extent permitted by applicable law,
the illegality or unenforceability of any provision of this
Agreement shall not in any way affect or impair the legality or
enforceability of the remaining provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, in duplicate, this [DAY] of [MONTH], [YEAR].

-----------------------------------------------------------------------

[NAME OF BANK]

United States Department of Transportation

[NAME OF OFFICIAL]
[TITLE OF OFFICIAL]

Annex A--Form of Assignment and Certification

    This Assignment and Certification is made pursuant to the terms
of the Guarantee Agreement dated as of [DATE] (the ``Agreement'')
between the United States Department of Transportation (DOT) and
[NAME OF BANK], a National Banking Corporation (Bank). Capitalized
terms used herein and not otherwise defined herein shall have the
meanings assigned in the Agreement.

    1. Assignment. For value received, the Bank hereby assigns to
DOT, without recourse, all of its right, title and interest in and
to the principal of and interest on the Loan and under the Loan
Agreement and each Note in respect thereof, to the extent, and only
to the extent, of the Bank's Guaranteed Percentage of the Loan
represented by the Guaranteed Amount paid by DOT to the Bank.
    2. Certifications. The Bank hereby certifies that (a) the
Guaranteed Amount demanded to be paid by DOT to the Bank is properly
calculated and due and owing to the Bank under the terms of the
Agreement and (b) it has not, without the prior written consent of
DOT:
    (i) Agreed to any material amendment, written modification or
written waiver in violation of Section 1.04 of the Agreement; or
    (ii) Assigned, conveyed, sold or otherwise transferred any
interest in or right or obligation under this Agreement, or any Note
in violation of Section 1.05 the Agreement; or
    (iii) Accelerated or caused the Agent to accelerate all or any
part of the Loan or any Note in violation of Section 1.06 of the
Agreement;
    3. Acknowledgment. The Bank acknowledges and agrees that this
Assignment and Certification is subject to the terms of the
Agreement, including, without limitation, the following:
    (a) Any funds received by the Bank or DOT from or on behalf of
the Borrower in respect of any of the Borrower's obligations under
the Loan Agreement or Note shall be applied in accordance with the
terms of the Loan Agreement or Note.
    (b) The Bank shall, upon request by DOT, execute and deliver
such documents and take such other actions as DOT may reasonably
request to establish, preserve or enforce the rights, title and
interest of DOT in, to and under the Loan Agreement and each Note,
and any right or remedy that DOT has or may acquire against the
Borrower thereunder, it being understood and agreed that the
execution and delivery of any such document or the taking of any
such action shall not be a condition to DOT's obligation to pay the
Guaranteed Amount.

    IN WITNESS WHEREOF, the Bank has caused this instrument to be
duly executed and delivered this [DAY] of [MONTH], [YEAR].

By:--------------------------------------------------------------------

(Signature)
(SEAL) Name:-----------------------------------------------------------

(Print)
Attest-----------------------------------------------------------------
Title:-----------------------------------------------------------------

Secretary
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[NAME OF BANK]

[FR Doc. E8-19049 Filed 8-20-08; 8:45 am]

BILLING CODE 4910-9X-C


[Federal Register Volume 85, Number 75 (Friday, April 17, 2020)]
[Notices]
[Page 21494]
[FR Doc No: 2020-08238]

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SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meeting; Cancellation

FEDERAL REGISTER CITATION OF PREVIOUS ANNOUNCEMENT:  85 FR 20309, April
10, 2020.

PREVIOUSLY ANNOUNCED TIME AND DATE OF THE MEETING: Wednesday, April 15,
2020 at 3:00 p.m.

CHANGES IN THE MEETING: The Closed Meeting scheduled for Wednesday,
April 15, 2020 at 3:00 p.m., has been cancelled.

CONTACT PERSON FOR MORE INFORMATION: For further information; please
contact Vanessa A. Countryman from the Office of the Secretary at (202)
551-5400.

    Dated: April 14, 2020.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2020-08238 Filed 4-15-20; 11:15 am]
BILLING CODE 8011-01-P