HomeMy WebLinkAboutExhibit 31EXHIBIT G
AMENDMENT TO CONFIRMATION
MIAM I/4177401.4
Morgan Stanley
Municipal Capital Markets
Date:
To:
Attn:
Fax:
Tel:
October 27, 2006
City of Miami, Florida
Scott Simpson
305-400-5275
305-416-1377
From:
Contact:
Fax:
Tel:
Morgan Stanley Capital Services Inc.
Municipal Derivatives Support
212-507-2617
914-225-0229
Re:
Swaption MSCS Ref. No. SU0E8
THIS AMENDED AND RESTATED CONFIRMATION SUPERSEDES ANY PRIOR CONFIRMATION
OF THIS TRANSACTION. THE CHANGES TO THE TRANSACTION CONTEMPLATED BY THIS
AMENDED AND RESTATED CONFIRMATION SHALL BE EFFECTIVE AS OF OCTOBER 27, 2006.
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 Amended and Restated Confirmation, In the event of any
inconsistency between the Definitions and this Amended and Restated Confirmation, this Amended and Restated
Confirmation will govern.
1. This Amended and Restated Confirmation supplements, forms part of, and is subject to,
the ISDA Master Agreement dated as of November 8, 2004, as amended and supplemented from time to time (the
"Agreement") between you and us. All provisions contained in the Agreement govern this Amended and
Restated Confirmation except as expressly modified below,
2. The Transaction to which this Amended and Restated 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:
November 15, 2004
European
Morgan Stanley Capital Services Inc. ("Party A")
City of Miami, Florida ("Party 8")
USD 225,000 on the first Premium Payment Date and USD
250,000 on each Premium Payment Date thereafter
Each December 1, commencing on December 1, 2005 up to and
including December 1, 2025, subject to adjustment in accordance
with the Following Business Day Convention.
Business Days for
Premium Payment Dates: New York
Calculation Agent: Party A
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IL Procedure for Exercise:
Expiration Date:
Business Days for Expiration Date:
Exercise Period:
Automatic Exercise:
Contact Details for Purpose
of Giving Notice:
Municipal Capital Markets
October 15, 2006, subject to adjustment in
Following Business Day Convention.
New York
9 a.m. to 3 p.m. New York time
Inapplicable
Party A: Swaps Trader
Tel. No.: 212-762-7412
Party B: Scott Simpson
Tel. No.: 305-416-1377
accordance with the
Settlement Terms:
Settlement: 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;
USD 30,615,000 amortizing according to Schedule 1
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.
6.43%
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.
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Municipal Capital Markets
Floating Rate Payer Period End Dates: The first calendar day of each month, commencing on January 1,
2007, up to and including the Termination Date, with No
Adjustment.
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:
Payments to Party B:
Party A Operations Contact:
Citibank, New York
ABA No. 021 000 089
For: Morgan Stanley Capital Services Inc.
Account No. 4072 4601
City of Miami
Wachovia Bank, N.A.
ABA No. 063 000 021
Account No. 2696204833948
Attention: Scott Kreiger
Jean Barnum
Tel: 212-761-4662
Fax: 410-534-1426
5. Brokerage/Arrangement Fee. At the direction of Party B, upon execution of the
initial confirmation for this Transaction, Party A paid to RBC Dain Rauscher ("Broker") USD 82,500 for
services that Broker provided to Party B in connection with this Transaction. This fee is reflected in, and has
decreased, the Premium payable by Party A hereunder.
6. 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 Party B, enforceable in
accordance with its terms. "Related Bonds" shall mean the variable rate bonds of Party 13 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.
7. Acknowledgement as to Exercise of Option. By execution of this Amended and
Restated Confirmation and as consideration thereof by Party A, Party B acknowledges and agrees that the
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Municipal Capital Markets
option described in Paragraph I above has been exercised by Party A and that the Transaction to which this
Amended and Restated Confirmation relates will be physically settled as described in Paragraph III above.
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Morgan Stanley
Municipal Capital Markets
Please confirm that the foregoing correctly sets forth the terms of our agreement MSCS Ref. No. SUOE8 by
executing this Amended and Restated 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 Attest:
By:
Name: Pedro G. Hernandez
Title: City Manager City Clerk
By:
Priscilla A. Thompson
APPROVED AS TO FORM AND CORRECTNESS: Approved as to Insurance
Requirements:
By:
By:
Jorge L. Fernandez LeeAnn Brehm
City Attorney Risk Management Director
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