Reso 2009-1425 - Laserfiche WebLink

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Exhibit A to Resolution Rate Lock Agreement 1. The City of Sunny Isles Beach, Florida (the "City") has requested Bank of America, N.A. (the "Bank") to consider loaning (the "Loan") $20,000,000 to the City. The Loan would be made pursuant to a Loan Agreement and Promissory Note in substantially the forms attached hereto as Exhibit A (the "Loan Documents"). 2. The City desires to obtain the agreement of the Bank that the Loan, if completed, will bear an interest rate locked in by the Bank at this time. In response to the City's request, the Bank has agreed to lock in a fixed rate of 4.03% (the "Rate") for the Loan. 3. The City understands that, if the Loan is not completed during the period beginnning on the date hereof and ending at 5:00p.m. EDT on June 9, 2009 (the "Closing Period"), or if the Loan is made in a lesser amount than specified above, the Bank may suffer breakage costs and other losses, expenses and liabilities, including lost revenue and lost profits, as a result of having locked in the interest rate in advance. Accordingly, in consideration of the Bank's agreement to lock in the Rate, the City agrees to pay to the Bank a breakage fee as provided herein in the event the Loan is not closed (or is closed in an amount less than $20,000,000) during the Closing Period for any reason other than the Bank's refusal to complete the Loan having the terms and conditions as set forth herein and in the Loan Documents. 4. The Breakage Fee shall be the sum of fees calculated separately for each Nonborrowed Installment, as follows: (a) Determine the amount of interest which would have accrued each month for the Nonborrowed Installment had it been borrowed on the last day of the Closing Period ("Measurement Date") and had remained outstanding until the applicable Original Payment Date, using the Initial Money Market Funds Rate. (b) Subtract, from each monthly interest amount determined in (a) above, the amount of interest which would accrue for that Nonborrowed Installment if it were invested from the Measurement Date until the Original Payment Date, using the Subsequent Money Market Funds Rate. (c) If(a) minus (b) for the Nonborrowed Installment is greater than zero, discount the monthly difference to the Measurement Date by the rate used in (b) above. The sum of the discounted monthly differences is the Breakage Fee for that Nonborrowed Installment. 5. For purposes of this Agreement: (a) "Money Market" means one or more wholesale funding markets available to the Bank, including domestic negotiable certificates of deposit, eurodollar deposits, bank dcposit notcs or othcr appropriatc moncy markct instrumcnts sclcctcd by thc Bank. A-I