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<br />EXHIBIT "B" TO LOAN AGREEMENT
<br />
<br />FORM OF BOND
<br />
<br />, 2011
<br />
<br />$10,000,000
<br />CITY OF SUNNY ISLES BEACH, FLORIDA
<br />CAPIT AL IMPROVEMENT REVENUE BOND, SERIES 2011
<br />
<br />KNOW ALL MEN BY THESE PRESENTS that the City of Sunny Isles Beach, Florida
<br />(the "City"), a municipal corporation created and existing pursuant to the Constitution and the
<br />laws of the State of Florida, for value received, promises to pay from the sources hereinafter
<br />provided, to the order of SunTrust Bank, or registered assigns (hereinafter, the "Bank" or the
<br />"Holder"), the principal sum of $10,000,000, together with interest on the principal balance
<br />outstanding at the rate of 2.38% per annum (subject to adjustment as hereinafter provided), based
<br />upon a year of 360 days for the actual number of days elapsed. Payments shall be made by auto
<br />debit of the City's account with the Bank designated as the Bond Fund in the Loan Agreement
<br />mentioned hereinafter, in immediately available funds by no later than 2:00 p.m. on the date due,
<br />free and clear of any defenses, set-off, counterclaims, or withholdings or deductions for taxes.
<br />
<br />Principal of and interest on this Bond are payable in lawful money of the United States of
<br />America at such place as the Bank may designate to the City.
<br />
<br />The principal on this Bond shall be due and payable on November 1 of each year (each, a
<br />"Bond Payment Date"), beginning November 1,2012, through and including November 1,2026
<br />(the "Maturity Date") in the amounts set forth on the payment schedule attached hereto.
<br />
<br />Interest on this Bond shall be due and payable on each Bond Payment Date (as defined in
<br />the Loan Agreement), beginning May 1, 2012, through and including the Maturity Date. The
<br />entire unpaid principal balance, together with all accrued and unpaid interest hereon, shall be due
<br />and payable in full on the Maturity Date. All payments by the City pursuant to this Bond shall
<br />apply first to accrued interest, then to other charges due the Bank, and the balance thereof shall
<br />apply to the principal sum due.
<br />
<br />For purposes of this Bond, the following definitions shall apply:
<br />
<br />"Change in Law" means the occurrence, after the date of this Bond, of any of the
<br />following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change
<br />in any law, rule, regulation or treaty or in the administration, interpretation, implementation or
<br />application thereof by any Governmental Authority or (c) the making or issuance of any request,
<br />rule, guideline or directive (whether or not having the force of law) by any Governmental
<br />Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank
<br />Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directive
<br />thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives
<br />promulgated by the Bank for International Settlements, the Basel Committee on Banking
<br />Supervision (or any successor or similar authority) or, pursuant to the accord commonly referred
<br />
<br />A-I
<br />
<br />MIA 182, 189,515v6 11-2-11
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