Reso 2010-1538 - Laserfiche WebLink

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EXHIBIT "A" TO LOAN AGREEMENT March _,2010 $15,000,000 CITY OF SUNNY ISLES BEACH, FLORIDA CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2010 KNOW ALL MEN BY THESE PRESENTS that the City of Sunny Isles Beach, Florida (the "City"), a municipal corporation created and existing pursuant to the Constitution and the laws of the State of Florida, for value received, promises to pay from the sources hereinafter provided, to the order of SunTrust Bank, or registered assigns (hereinafter, the "Bank" or the "Holder"), the principal sum of $15,000,000, together with interest on the principal balance outstanding at the rate of 4.20% per annum (subject to adjustment as hereinafter provided), based upon a year of 360 days for the actual number of days elapsed. Payments shall be made by auto debit of the City's account with the Bank in immediately available funds by no later than 2:00 p.m. on the date due, free and clear of any defenses, set-off, counterclaims, or withholdings or deductions for taxes. Principal of and interest on this Bond are payable in lawful money of the United States of America at such place as the Bank may designate to the City. For purposes of this Bond, the following definitions shall apply: (1) "Code" means the Internal Revenue Code of 1986, as amended; (2) "Cost of Funds" means 100 multiplied by a fraction, the numerator of which is equal to the total interest expense of SunTrust Bank for its immediately preceding tax year and the denominator of which is equal to the average total assets of SunTrust Bank for such tax year, but not to exceed the cost of Fed Funds. (3) "Fully Taxable Equivalent" means the rate of interest on the Bonds multiplied by 1.5247, expressed as a number and not as a percentage. (4) "Maximum Corporate Tax Rate" means the maximum Federal income tax rate applicable to corporations, presently 35%. (5) "Preference Reduction Rate" means the percentage reduction to be applied to the amount allowable as a deduction under Chapter I of the Code with respect to any financial institution preference item (as such term is defined in Section 291 (e) of the Code), presently 20%. If this Bond is not or ceases to be a "qualified tax-exempt obligation" as defined in Section 265(b) of the Code, the Preference Reduction Rate shall be deemed to increase from twenty percent (20%) to one hundred percent (100%). (6) "TEFRA Adjustment" means an adjustment equal to the product of the Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by the applicable Preference Reduction Rate. A-I {MI883440_2}