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<br />INVESTOR LEITER <br /> <br />June 8, 2009 <br /> <br />Honorable Mayor and Members of the <br />City Commission <br />City of Sunny Isles Beach, Florida <br /> <br />Re: City of Sunny Isles Beach, Florida $20,000,000 Promissory Note (the "Note") <br /> <br />Ladies and Gentlemen: <br /> <br />This letter is being provided in connection with a lending (the "Loan") by Bank of America, <br />N.A. (the "Bank") to the City of Sunny Isles Beach, Florida (the "City") on this date in the <br />amount of $20,000,000.00. The repayment obligation of the City is evidenced by a promissory <br />note (the "Note") made by the City in the amount of $20,000,000.00 payable to the order of the <br />Bank. <br /> <br />1. The Bank is a national bank, the business of which includes making loans to <br />municipalities of the State of Florida. The repayment obligations of entities that borrow from the <br />Bank are often evidenced by negotiable instruments such as the Note. <br /> <br />2. The Bank has no present intent to negotiate or otherwise convey the ownership of the <br />Note, in whole or in part. The ownership of the Note may be transferred or assigned in whole, but <br />not in part, subject to the terms and conditions set forth in the Note. <br /> <br />3. The Bank believes that it is capable of evaluating the merits and risks of making the <br />Loan, and it has determined to make the Loan. <br /> <br />5. The Bank is aware of the terms of the loan agreement (the "Loan Agreement") <br />between the City and the Bank pursuant to which the Loan is being made, including the facts <br />that (i) the Note does not represent an obligation of any entity other than the City, (ii) the Note is <br />not a general obligation of the City, (iii)the City is not obligated to repay the Note from ad <br />valorem taxes or any other moneys of the City except as provided in the Loan Agreement and <br />Note and (iv) that no covenant, stipulation, obligation or agreement contained in any documents <br />related to the issuance of the Note is or shall be deemed to be a covenant, agreement or obligation <br />of any present or future board member, officer or employee of the City in his or her individual <br />capacity. <br /> <br />6. The Bank acknowledges that the Note has not been and will not be registered <br />under the Securities Act of 1933, as amended, or the securities or Blue Sky laws of any state and <br />is not listed on any stock or securities exchange. <br />