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EXHIBIT A
NOTICE OF PURCHASE
CITY OF MIAMI, FLORIDA
NON-ADVALOREM REVENUE REFUNDING BONDS, TAXABLE PENSION SERIES 2006
The undersigned, a duly authorized officer of [ 1 as Tender Agent (the
"Tender Agent"), hereby certifies to Wachovia Bank, National Association (the "Bank"), in
accordance with the Standby Bond Purchase Agreement (the "Standby Agreement"), dated
December 1, 2006 among the Issuer, the Tender Agent and the Bank relating to the above -
referenced Bonds (all capitalized terms herein having the meanings ascribed thereto in the
Standby Agreement), that:
1. [Notice of tender of Eligible Bonds for purchase having a Purchase Price of
$ has been received] [Eligible Bonds having a Purchase Price of $
have been called for mandatory purchase] pursuant to Section of the 2006 Series Indenture
of which $ constitutes principal and $ constitutes accrued interest.
2. Amounts available for the payment of the Purchase Price of such Eligible Bonds
is $ , which $ is available to pay principal and of which $ is
available to pay accrued interest.
3. The total principal amount requested hereby for the payment of the principal
portion of the Purchase Price of Eligible Bonds is $ , which amount does not exceed
the Available Principal Commitment or the principal amount referred to in Paragraph 1 above
less the principal amount referred to in Paragraph 2 above.
4. The total amount requested hereby to pay the portion of the Purchase Price for
Eligible Bonds constituting accrued interest is $ , which amount does not exceed the
Available Interest Commitment or the amount of interest referred to in Paragraph 1 above less
the amount of interest referred to in Paragraph 2 above.
5. Eligible Bonds referred to above having a Purchase Price of $ [the
amount in Paragraph 3 plus the amount in Paragraph 4] are hereby tendered to the Bank for
purchase pursuant to the Standby Agreement on the date hereof.
6. Upon completion of purchase, the Tender Agent will [register such Bonds or, if a
Bond for which notice of optional tender or mandatory purchase has been given is not delivered,
a new Bond issued in replacement of the undelivered Bond, in the name of the Bank or if
directed in writing by the Bank its nominee or designee on the Bond Register] [cause the
beneficial ownership of such Bonds to be credited to the account of the Bank or if directed in
writing by the Bank its nominee or designee with the DTC], and will promptly deliver such
Bonds to the Custodian or as the Bank may otherwise direct in writing, and prior to such delivery
will hold such Bonds in trust for the benefit of the Bank.
7, The Purchase Date is
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8. The purchase price for such Bonds is to be paid to the Tender Agent as follows:
(a)
(b)
9. To the Tender Agent's knowledge, no Termination Event specified in Section
7.01 (a), (b), (c), (d) or (e) or Potential Event of Termination specified in Section 7.03(c) has
occurred and is occurring.
IN WITNESS WHEREOF, the Tender Agent has executed and delivered this Certificate
as of the day of
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, as Tender Agent
By
Name
Title
-2-