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Exhibit C
Municipal Capital Markets
Date:
To:
Attn:
Fax:
Tel:
City of Miami, Florida
From:
Contact:
Fax:
Tel:
Morgan Stanley Capital Services Inc.
Municipal Derivatives Support
212-507-2617
914-225-0229
Re: Swaption MSCS Ref, No. [ 1 -
The purpose of this letter agreement is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the ISDA Master Agreement below.
The definitions and provisions contained in the 2000 ISDA Definitions and the 1992 ISDA U.S.
Municipal Counterparty Definitions (each as published by the International Swaps and Derivatives Association,
Inc.) (the "Definitions") are incorporated into this Confirmation. In the event of any inconsistency between the
Definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement dated as of 1, as amended and supplemented from time to time (the "Agreement")
between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly
modified below.
2. The Transaction to which this Confirmation relates is a Swaption, the terms of which are
as follows:
I. Swaption Terms:
Trade Date:
Option Style:
Buyer:
Seller:
Premium:
Premium Payment Dates:
Business Days for
Premium Payment Dates:
Calculation Agent:
II. Procedure for Exercise:
Expiration Date:
European
Morgan Stanley Capital Services Inc. ("Party A")
City of Miami, Florida ("Party B")
Equal annual payments of [TBD] on each Premium Payment Date
Each December 1, commencing on December 1, 2004 up to and
including December 1, 2025, subject to adjustment in accordance
with the Following Business Day Convention.
New York
Party A
October 15, 2006, subject to adjustment in accordance with the
Following Business Day Convention.
NYLIBS 792486.2
MorganStanley
Municipal Capital Markets
Business Days for Expiration Date:
Exercise Period;
Automatic Exercise:
Contact Details for Purpose
of Giving Notice:
III. Settlement Terms:
Settlement:
New York
9-a.m. to 3 p.m. New York time
Inapplicable
Party A: Swaps Trader
Tel. No.: 212-762-7412
Party B: [
Tel. No.: [
Physical
3. The particular terms of the Underlying Swap Transaction to which the Swaption relates
are as follows:
Notional Amount:
Effective Date:
Termination Date:
fixed Amounts:
Fixed Rate Payer:
Fixed Rate Payer Payment Dates:
Fixed Rate Payer Period End Dates:
Fixed Rate:
Fixed Rate Day Count Fraction:
Floating Amounts:
Floating Rate Payer:
Floating Rate Payer Payment Dates:
Floating Rate Payer Period End Dates:
NYLIBS 792486.2
USD 62,700,000 amortizing according to Schedule I
December 1, 2006
December 1, 2025
Party B
The first calendar day of each month, commencing on January 1,
2007, up to and including the Termination Date, subject to
adjustment in accordance with the Modified Following Business
Day Convention.
The first calendar day of each month, commencing on January 1,
2007, up to and including the Termination Date, with No
Adjustment.
6.36%
30/360
Party A
The first calendar day of each month, commencing on January 1,
2007, up to and including the Termination Date, subject to
adjustment in accordance with the Modified Following Business
Day Convention.
The first calendar day of each month, commencing on January 1,
2007, up to and including the Termination Date, with No
Adjustment.
-2-
M o rga n Sta n l ey
Municipal Capital Markets
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One month
Floating Rate Day Count Fraction: Actual/Actual
Floating Rate Reset Dates: For the initial Calculation Period, the Effective Date and thereafter
monthly, on the first day of each month, commencing on January
1, 2007, up to and including the Termination Date, with
No Adjustment.
Compounding: Inapplicable
Method of Averaging: None
Business Days: New York
Calculation Agent: Party A
4. Account Details.
Payments to Party A: Citibank, New York
ABA No. 021 000 089
For: Morgan Stanley Capital Services Inc.
Account No. 4072 4601
Payments to Party B: [Please provide.]
Party A Operations Contact: Jean Barnum
Tel: 212-761-4662
Fax: 410-534-1426
5. Additional Termination Event. It shall be an Additional Termination Event if Party B
(i) fails to issue the Related Bonds on or prior to the Effective Date, and (ii) fails to provide a written opinion of
counsel to Party B that this Transaction continues to be a valid and binding obligation of Patty B, enforceable in
accordance with its terms. "Related Bonds" shall mean the variable rate bonds of Party B issued to refund the City
of Miami, Florida Non -Ad Valorem Revenue Bonds, Taxable Pension Series 1995. With respect to such Additional
Termination Event, the Affected Party shall be Party B and this Transaction shall be the sole Affected Transaction.
NYLIBS 792486.2
-3-
MorganStanley
Municipal Capital Markets
Please confirm that the foregoing correctly sets forth the terms of our agreement MSCS Ref.
No. i� by executing this Confirmation and returning it to us promptly.
We are delighted to have entered into this Transaction with you and look forward to serving you
further in the future..,.
Best regards,
MORGAN STANLEY CAPITAL SERVICES INC.
By:
Name:
Title:
ACKNOWLEDGED AND AGREED as of the date first written:
CITY OF MIAMI, FLORIDA
By:
Name:
Title:
NYLWS 792486.2 . -4-