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HomeMy WebLinkAboutExhibitEXHIBIT A SERIES 2008 INDENTURE 76 3Z COnt PL'E7iD u-Pt,A Dcacmcer €)C CLC77 on) SS&D DRAFT #3 08/26/08 SERIES 2008 INDENTURE between CITY OF MIAMI, FLORIDA and U.S. BANK NATIONAL ASSOCIATION, As Trustee Relating to City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 Dated as of September 1, 2008 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions 3 Section 102. Effect of Headings and Table of Contents 6 Section 103. Form of Documents Delivered to Trustee 6 Section 104. Acts of Bondholders 7 Section 105. Notices, etc., to Trustee, City, etc 7 Section 106. Notices to Bondholders; Waiver 8 Section 107. Successors and Assigns 8 Section 108. Severability Clause 8 Section 109. Benefits of Indenture 8 Section 110. Governing Law 8 Section 111. Times 8 Section 112. Additional Notices to Rating Services 9 ARTICLE II AUTHORIZATION AND TERMS OF BONDS; ISSUANCE AND FORM OF BONDS Section 201. Authorization of Bonds 9 Section 202. Terms of Bonds 9 Section 203. Form of Bonds 10 Section 204. Book -Entry Only System 10 Section 205. Successor Depository; Transfers Outside Book -Entry Only System 10 Section 206. Payment of Interest on Series 2008 Bonds; Interest Rights Preserved 11 ARTICLE III REDEMPTION Section 301. Redemption 12 Section 302. Election to Redeem; Notice to Trustee 12 Section 303. Partial Redemption; Selection by Trustee of Bonds to be Redeemed 13 Section 304. Notice of Redemption 13 Section 305. Deposit of Redemption Price 14 Section 306. Bonds Payable on Redemption Date 14 Section 307. Bonds Redeemed in Part 15 ARTICLE IV SPECIAL FUNDS AND INVESTMENTS Section 401. Establishment of Funds 15 Section 402. Proceeds Fund 15 Section 403. [Debt Service Reserve Fund] 16 Section 404. Investment of Moneys 16 Section 405. Disposition of Fund Balances 16 TABLE OF CONTENTS (continued) Page ARTICLE V REMEDIES OF THE TRUSTEE AND HOLDERS OF BONDS IN EVENT OF DEFAULT Section 501. Events of Default under the Master Indenture 16 ARTICLE VI CONCERNING THE TRUSTEE Section 601. Duties and Liabilities of Trustee 16 Section 602. Liens 16 Section 603. [Bond Insurance 17 ARTICLE VII SUPPLEMENTS AND AMENDMENTS Section 701. Supplemental Series Indentures 17 ARTICLE VIII MISCELLANEOUS Section 801. Incorporation of Provisions of Master Indenture 17 Section 802. Binding Effect 17 Section 803. Counterparts 17 Section 804. Survival of Representations and Warranties 17 Section 805. Effective Date 17 EXHIBIT A — FORM OF SERIES 2008 PENSION BOND SERIES 2008 INDENTURE THIS SERIES 2008 INDENTURE, dated as of September 1, 2008, is between the CITY OF MIAMI, FLORIDA, a municipality located in Miami -Dade County and U.S. BANK NATIONAL ASSOCIATION, a national banking association with a corporate trust office in Miami, Florida (the "Trustee"). WITNESSETH: WHEREAS, the City of Miami, Florida (the "City") has previously issued its $62,135,000 original aggregate principal amount of Non -Ad Valorem Revenue Bonds, Taxable Pension Series 1995 (the "Series 1995 Bonds"), currently outstanding in the aggregate principal amount of $30,875,000 pursuant to Resolution 95-564 (the "Authorizing Resolution") adopted by the City Commission of the City (the "Commission") on July 13, 1995, a Master Trust Indenture dated as of December 1, 1995 (the "Master Indenture") and a Series 1995 Indenture dated as of December 1, 1995 (the "Series 1995 Indenture" and, together with the Master Indenture, the "Original Indenture") each between the City and U.S. Bank National Association, as successor in interest to First Union National Bank of Florida, as Trustee; and WHEREAS, the City, pursuant to Resolution No. R-04-0697 (the "Swaption Resolution") adopted by the Commission on October 28, 2004, authorized the issuance of not to exceed $75,000,000 Non -Ad Valorem Variable Rate Refunding Revenue Bonds to refund all or a portion of the Series 1995 Bonds and entered into an interest rate swap (the "Swap") option with Morgan Stanley Capital Services Inc. (the "Counterparty") pursuant to an International Swap Dealers Association Master Swap Agreement (the "ISDA Master Agreement") dated as of November 8, 2004, Schedules to the ISDA Master Agreement including a credit support annex, (the "Schedule") dated as of November 8, 2004 and a confirmation to the ISDA Master Agreement (the "Confirmation" and, together with the ISDA Master Agreement and the Schedule, the "Swap Agreement') dated as of November 15, 2004, as amended on October 27, 2006; and WHEREAS, pursuant to the Swap Agreement, the Counterparty had exercised its option to initiate the Swap; and WHEREAS, the City adopted Resolution No. R-06-0671 (the "2006 Series Resolution") on November 9, 2006, which provided for the issuance of $30,615,000 Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 (the "Series 2006 Bonds"), as Variable Rate Bonds as defined and pursuant to the Master Indenture and a Series 2006 Indenture dated as of December 1, 2006 between the City and the Trustee (collectively, the "2006 Indenture"); and WHEREAS, due to the recent downgrade of MBIA Insurance Corporation and the increase in the variable rate interest rate on the Series 2006 Bonds, the City adopted Resolution No. R-08- (the "2008 Series Resolution") on September 11, 2008, which authorized the issuance of not to exceed $ Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 (the "Series 2008 Bonds"), as Fixed Rate Bonds as defined in and pursuant to the Master Indenture and this Series 2008 Indenture (the "Series 2008 Indenture" and, together with the Master Indenture, the "Indenture") dated as of September 1, 2008 between the City and the Trustee, among other things has determined to refund all of the Series 2006 Bonds. GRANTING CLAUSES NOW, THEREFORE, THIS SERIES 2008 INDENTURE WITNESSETH, that in consideration for and to secure the payment of the Series 2008 Bonds and to secure the performance and observance of all the covenants contained in the Series 2008 Bonds, in the Master Indenture, and in this Series 2008 Indenture and to declare the terms and conditions upon and subject to which the Series 2008 Bonds are to be issued and to declare the manner in which the foregoing are to be secured and enforced, and in consideration of the premises, the acceptance by the Trustee of the trusts created by the Master Indenture and this Series 2008 Indenture and in consideration of the purchase and sale of the Series 2008 Bonds by the Original Purchasers and subsequent holders of the Series 2008 Bonds, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the City and Trustee have previously executed and delivered the Master Indenture in which the City has pledged the Trust Estate to the Trustee as a source of payment and security for all Bonds, including the Series 2008 Bonds and Additional Bonds issued from time to time, and have executed and delivered this Series 2008 Indenture, and by this Series 2008 Indenture the City does hereby pledge unto the above named Trustee and any successors in trust, as further security for the payment of the Series 2008 Bonds, the Debt Service thereon and as security for the City's other obligations under the Bond Documents for the benefit of the Holders or beneficial owners of the Series 2008 Bonds, the indemnity of the Trustee and any other Fiduciaries which may be appointed from time to time with respect to the Series 2008 Bonds, the moneys and any Eligible Investments on deposit in the Funds and Accounts established herein (except for the Escrow Account in the Proceeds Fund) and any investment income thereon (collectively, the `Additional Security"). GRANTING CLAUSE FIRST TO HAVE AND TO HOLD the Trust Estate and Additional Security to the Trustee upon an Event of Default in that trust and to its successors and assigns forever; BUT IN TRUST, NEVERTHELESS, the Trust Estate and Additional Security for the equal and proportionate benefit and security of the Holders from time to time of all the Outstanding Bonds without any priority of any such Bonds over any other such Bonds except as herein otherwise expressly provided; AND IT IS HEREBY COVENANTED AND DECLARED that the Trust Estate, and Additional Security with respect to the Series 2008 Bonds, is to be applied by the City or Trustee, as applicable, subject to the further covenants, conditions, and trust hereinafter set forth, and the City does hereby covenant and agree to and with the Trustee, for the equal and proportionate benefit of all Holders of the Series 2008 Bonds except as herein otherwise expressly provided, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION Section 101. Definitions. (a) For all purposes of this Series 2008 Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) "This Series 2008 Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof. (2) All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Series 2008 Indenture as a whole and not to any particular Article, Section or other subdivision. (3) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. The terms defined in the Master Indenture and not defined in this Series 2008 Indenture have the meanings assigned to them in the Master Indenture. Reference to any Bond Document means that Bond Document as amended or supplemented from time to time in accordance with the applicable provisions thereof. Reference to any party to a Bond Document means that party and its successors and assigns permitted thereby. (b) The following terms have the meanings assigned to them below whenever they are used in this Series 2008 Indenture: "Authorized Denominations" shall mean with respect to a Series 2008 Bond $5,000 or any integral multiple thereof. "Blended Treasury Yield" means, with respect to the Series 2008 Bonds of such maturity and interest rate, the yield computed by the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average life of the Series 2008 Bonds of such maturity and interest rate to be redeemed. The first Market Treasury Yield shall be based on an actively traded U.S. Treasury Security or U.S. Treasury index whose maturity is closest to but no later than the date corresponding to the remaining average life of the Series 2008 Bonds of such maturity and interest rate to be redeemed; the second Market Treasury Yield shall be based on an actively traded U.S. Treasury Security or U.S. Treasury index whose maturity is closest to but no earlier than the date corresponding to the remaining average life of the Series 2008 Bonds of such maturity and interest rate to be redeemed. "Bond Documents" means the Master Indenture, this Series 2008 Indenture, the Series 2008 Bonds, the Bond Purchase Agreement, and all other agreements, documents and instruments ever delivered pursuant to any of the foregoing and any and all future renewals and extensions or restatements of any of the foregoing entered into in accordance with the applicable provisions thereof. "Bondholder" or "Holder" means a Person in whose name a Series 2008 Bond is registered in the Register. "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the city or cities in which the designated office of the Trustee or the Paying Agent, are located and authorized by law or executive order to close, (iii) any day on which the Federal Reserve Bank of Atlanta or the New York Stock Exchange is closed or (iv) a day on which the Depository is closed. "City Manager" means the City Manager of the City or in his absence or inability to perform such officer of the City as inay be designated by the City Manager. "Closing Date" means the date on which the Series 2008 Bonds are first authenticated and delivered to the Original Purchasers thereof against payment therefor. "Consent," "Order" and "Request" of any specified Person means, respectively, a written consent, order, or request signed in the name of such Person by the Mayor or City Manager of the City, its president, any of its vice presidents, or any other executive officer of such Person as designated by such Person to the Trustee _ and delivered to the Trustee. Designations as to other executive officers shall remain effective until the Trustee is notified to the contrary. "Discounted Value" means, with respect to each outstanding maturity of the Series 2008 Bonds to be redeemed, the sum of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months) equal to the applicable Discount Yield. "Discount Yield" means, with respect to each maturity and interest rate of the Series 2008 Bonds to be redeemed on a particular date, the Blended Treasury Yield determined with respect to the Series 2008 Bonds of such maturity and interest rate, plus [ ] per annum for the Series 2008 Term Bond maturing on December 1, 2018 and plus [ ] per annum for the Series 2008 Term Bond maturing on December 1, 2025. The Discount Yield will be calculated assuming semiannual compounding based upon a 360-day year consisting of twelve 30-day months. ["Debt Service Reserve Fund" means the Debt Service Reserve Fund created by Section 403 hereof.] "Default" means any circumstance that, with the passage of time or the giving of notice or both, would constitute an "Event of Default" under the applicable Bond Document. "Depository" means The Depository Trust Company (a limited purpose trust company), New York, New York, until any successor Depository shall have become such pursuant to the applicable provisions of this Series 2008 Indenture and, thereafter, "Depository" shall mean the successor Depository. Any Depository shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry system to record ownership of beneficial interests in Series 2008 Bonds or Debt Service, and to effect transfer of Series 2008 Bonds, in book entry form. "Electronically" or "Electronic" notice means notice transmitted through a time sharing terminal or facsimile machine, if operative as between any two parties, or if not operative, by telephone (in any case, promptly confirmed in writing). "Event of Default" is defined in Article V of this Series 2008 Indenture. "Indenture" or "Trust Indenture" means collectively, this Series 2008 Indenture and the Master Indenture as it may be amended from time to time in accordance with its terms. "Interest Payment Date" means each June 1 and December 1, commencing on December 1, 2008. "Market Treasury Yield" means that yield, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to: (i) the yield for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., Eastern time, on the Valuation Date on the display designated as "Page PX1" of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S. Treasury securities); or (ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from the Federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., Eastern time, on the Valuation Date; or (iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of an actively traded U.S. Treasury security shall be based upon the average of yield quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m.. Eastern time, on the Valuation Date received from no less than five primary dealers in U.S. government securities selected by the Treasurer. Each yield quotation for each actively traded U.S. Treasury security required in (i) and (iii) above shall be determined using the average of the bid and ask prices for that security. "Maturity" when used with respect to any Series 2008 Bond means the date on which the principal of such Series 2008 Bond becomes due and payable as therein or herein provided, whether at the Stated Maturity thereof or by declaration of acceleration, call for redemption or otherwise. "Mayor" means the Mayor of the City or in his absence or inability to perform, such member of the Commission as may be appointed as acting Mayor. "Opinion of Bond Counsel" means an Opinion of Counsel rendered by Bond Counsel addressed to the City and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the relevant documents, that all conditions precedent under the relevant documents have been fulfilled, and that such proposed action will not adversely affect the validity or enforceability of the affected Series 2008 Bonds. "Opinion of Counsel" means a written opinion of counsel acceptable to the Trustee, who may (except as otherwise expressly provided) be counsel to any party to a Bond Document. "Original Purchaser" means, with respect to the Series 2008 Bonds, J.P. Morgan Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc., Raymond James & Associates, Inc. and Banc of America Securities, LLC. "Place of Payment" means the City or any other city designated as such in the Series 2008 Bonds. "Refunded Bonds" means all of the Series 2006 Bonds. "Regular Record Date" means the close of business on the fifteenth day of the month preceding an Interest Payment Date. "Representation Letter" means the blanket letter of representations from the City in favor of the Depository relating to bonds issued by the City and registered solely in the name of the Depository or its nominee. "Reserve Requirement" means an amount equal to the Maximum Annual Debt Service on the Series 2008 Bonds, calculated on their date of issuance or such other amount as determined on the date of sale of the Series 2008 Bonds. "Responsible Officer" when used with respect to the Trustee means the officer of the Trustee having direct responsibilities for the administration of this Series 2008 Indenture. "Series 2008 Bonds" means the City's Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 initially authorized to be issued pursuant to Section 201 of this Series 2008 Indenture and any Series 2008 Bonds issued upon transfer thereof or in exchange therefor or in lieu thereof in accordance with the provisions of this Series 2008 Indenture. "Special Record Date" means, with respect to any Series 2008 Bond, the date established by the Trustee in connection with the payment of defaulted interest on that Series 2008 Bond as provided in Section 206 of this Series 2008 Indenture. "State" means the State of Florida. "Stated Maturity" when used with respect to any Series 2008 Bond or any installment of interest thereon means the date specified in such Series 2008 Bond as the fixed date on which the principal of such Series 2008 Bond or such installment of interest is due and payable. "Trust Estate" means the Covenant Revenues that are on deposit in the Current Debt Service Fund and any other cash and investments on deposit in the Current Debt Service Fund and investment income thereon. "Trustee" means U.S. Bank, National Association, a national banking association having a corporate trust office in [Fort Lauderdale], [Miami], Florida, serving as trustee pursuant to this Series 2008 Indenture. ["2008 Bond Insurance Policy" means the financial guaranty insurance policy issued by the 2008 Bond Insurer with respect to the Series 2008 Bonds.] ["2008 Bond Insurer" means "2008 Proceeds Fund" means the fund described in Section 402 hereof. "Valuation Date" means the seventh Business Day preceding the redemption date. Section 102. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 103. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of any officer of a Person may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of or representations by, an officer or officers of a specified Person stating that the information with respect to such factual matters is in the possession of such Person, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Series 2008 Indenture, they may, but need not, be consolidated and form one instrument. Section 104. Acts of Bondholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Series 2008 Indenture to be given or taken by Bondholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Bondholders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the City. Such instrument or instruments {and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Bondholders signing such inbti uinent or instruments. Proof of execution -of any—sueh instrument or of a writing appointing --any such agent, shall be sufficient for any purpose of this Series 2008 Indenture and (subject to Section 6.02 of the Master Indenture) conclusive in favor of the Trustee and the City, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Series 2008 Bonds shall be proved by the Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Bondholder shall bind every holder of any Series 2008 Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the City in reliance thereon, whether or not notation of such action is made upon such Series 2008 Bond. (e) The Trustee is authorized to set a record date for any amendment for which consent of Bondholders is required. Section 105. Notices, etc., to Trustee, City, etc. Any request, demand, authorization, direction, notice, consent, waiver or Act of Bondholders or other document provided or permitted by this Series 2008 Indenture to be made upon, given or furnished to, or filed with, (1) the Trustee by any Bondholder or by any specified Person shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with and actually received by the Trustee at its corporate trust office located at 200 South Biscayne Boulevard, Suite 1870, Miami, Florida 33131, or if given by telecopier to (305) 350-1746 or at such other location previously furnished in writing by the Trustee to any such Person, or (2) the City by any Bondholder or by any specified Person shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the City addressed to it 444 Southwest Second Avenue, Miami, Florida 33130, Attention: Director of Finance or at any other address previously furnished in writing to the Trustee by the City. Notices to the Trustee are only effective upon receipt. Section 106. Notices to Bondholders: Waiver. Where this Series 2008 Indenture provides for notice to Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Bondholder affected by such event, at his address as it appears on the Register, not later than the latest date, and not earlier than the earliest date, prescribed for the first giving of such notice. In any case where notice to Bondholders is given by mail, neither the failure to mail such notice, nor any default in any notice so mailed to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders. Where this Series 2008 Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders of Series 2008 Bonds shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice required or permitted by this Series 2008 Indenture to be given to the Depository shall be given to it in the manner provided by this Section for giving notice to Bondholders, and also shall be given in such format agreed upon by the Trustee and the Depository, and shall be sent to The Depository Trust Company, Proxy Department, 55 Water Street, 50th Floor, New York, New York 10041-0099 (telecopy: (212) 855-5181), or such other address as may be specified by the Depository in writing to the Trustee. Section 107. Successors and Assigns. All covenants and agreements in this Series 2008 Indenture by the City and the Trustee shall bind their respective successors and assigns, whether so expressed or not. Section 108. Severability Clause. In case any provision in this Series 2008 Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 109. Benefits of Indenture. Nothing in this Series 2008 Indenture, the Master Indenture or in the Series 2008 Bonds, express or implied, shall give to any Person, other than the parties hereto, and their successors hereunder and the Holders of Series 2008 Bonds, any benefit or any legal or equitable right, remedy or claim under this Series 2008 Indenture. Section 110. Governing Law. This Series 2008 Indenture shall be construed in accordance with and governed by the laws of the State of Florida. Section 111. Times. All references to times of day in this Series 2008 Indenture shall refer to New York, New York time, except where otherwise expressly indicated. Section 112. Additional Notices to Rating Services. The Trustee hereby agrees to give prompt notice to each Rating Service of any of the following events with respect to the Series 2008 Bonds: (i) any change in the Trustee, or Paying Agent; (ii) any amendment or supplement to this Series 2008 Indenture or the Master Indenture; (iii) any acceleration, redemption or defeasance of all of the Outstanding Series 2008 Bonds. To the extent that the following entities are, at such time, a Rating Service with respect to the Series 2008 Bonds, notice of the above events shall be sent to the following addresses, or such other address previously furnished in writing to the Trustee: (a) Standard & Poor's Rating Services Municipal Structured Group 55 Water Street, 38th Floor New York, NY 10041 Telephone: 212.43 8.798 9 Fax: 212.438.2157 E-mail: pubfin_structured@a standardandpoors.com (b) Moody's Investors Service 99 Church Street New York, NY 10007 Attention: Municipal Structured Products Group Fax: 212.553.1066 ARTICLE II AUTHORIZATION AND TERMS OF BONDS; ISSUANCE AND FORM OF BONDS Section 201. Authorization of Bonds. No bonds other than the Series 2008 Bonds shall be issued under this Series 2008 Indenture. The Series 2008 Bonds shall be issued in one series designated as "City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008". The Series 2008 Bonds shall be numbered separately from R-1 upward. The Series 2008 Bonds shall be issued only in fully registered form in Authorized Denominations. The Series 2008 Bonds shall be equally and ratably secured by and entitled to the protection of this Series 2008 Indenture. Section 202. Terms of Bonds. The Series 2008 Bonds shall be issued in the aggregate principal amount of $ . The Series 2008 Bonds shall be dated the date of their initial issuance and shall bear interest from such date. The Series 2008 Bonds shall mature on December 1, in the following years at the following rates: Year Principal Interest Amount Rate Year Principal Interest Amount Rate Section 203. Form of Bonds. The Series 2008 Bonds and the certificate of authentication thereon shall be in substantially the form set forth in Exhibit A, which is part of this Series 2008 Indenture. The Series 2008 Bonds may also have such appropriate insertions, omissions, substitutionsand other variations as are required or permitted by this Series 2008 Indenture and may have such letters, numbers or other marks of identification placed thereon as may be required to comply with the rules of any regulatory body, or as may, consistently herewith, be determined by the officers executing such Series 2008 Bonds, as evidenced by their signing of the Series 2008 Bonds. Any portion of the text of any Series 2008 Bonds may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Series 2008 Bonds. Section 204. Book -Entry Only System. The Series 2008 Bonds shall be registered to participate in a book -entry only system with the Depository. Except as provided in Section 205, any Series 2008 Bond issued in exchange for or in lieu of any Series 2008 Bond shall be issued in the form of a separate single fully registered bond in the name of the nominee designated by the Depository, as the nominee of the Depository. The City and the Trustee are authorized to execute, deliver and take the actions set forth in such letters to or agreements with the Depository as shall be necessary to effectuate the book -entry only system. The City and the Trustee shall have no responsibility or obligation to any Person for which the Depository holds Series 2008 Bonds as securities depository (a "Depository Participant") or to any Person on behalf of whom such a Depository Participant holds an interest in the Series 2008 Bonds (an "Indirect Participant"). Without limiting the immediately preceding sentence, while the Depository is the Holder of all of the Series 2008 Bonds the City and the Trustee shall have no responsibility or obligation with respect to (1) the accuracy of the records of the Depository, the nominee of the Depository or any Depository Participant, (2) the delivery to any Person (other than the Depository) of any notice with respect to the Series 2008 Bonds, including any notice of redemption of the Series 2008 Bonds or (3) the payment to any Person, other than the Depository, of any amount with respect to the Series 2008 Bonds while the Depository is the Holder of the Series 2008 Bond. Any provision of this Series 2008 Indenture to the contrary notwithstanding, so long as the Series 2008 Bonds are registered solely in the name of a Depository or its nominee, all payments with respect to principal of, premium, if any, and interest on, the Series 2008 Bonds and all notices with respect to the Series 2008 Bonds shall be made and given, respectively, in the manner provided in the Representation Letter, Section 106 and this Section 204. Section 205. Successor Depository; Transfers Outside Book -Entry Only System. In the event that (1) the City determines that the Depository is incapable of discharging its responsibilities described herein or in the Representation Letter, (2) the Representation Letter shall be terminated for any reason, or (3) the Depository or the City determines that it is in the best interest of the beneficial holders of the Series 2008 Bonds that they be able to obtain certificates evidencing their ownership of Series 2008 Bonds, the City shall notify the Trustee and the Depository of the availability within a reasonable period of time through the Depository of Series 2008 Bond certificates and the Series 2008 Bonds shall no longer be restricted to being registered in the name of the nominee of Depository. At that time, the City may determine that the Series 2008 Bonds shall be registered in the name of and deposited with a successor depository operating a book -entry only system, as may be acceptable to the City, or such depository's nominee, and if the City does not select such alternate book -entry only system, then the Series 2008 Bonds shall be registered, at the City's expense, in whatever name or names the Holders of Series 2008 Bonds transferring or exchanging Series 2008 Bonds shall designate, in accordance with the provisions hereof. Section 206. Payment of Interest on Series 2008 Bonds; Interest Rights Preserved. Interest on any Series 2008 Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Series 2008 Bond (or any predecessor Series 2008 Bond therefor) is registered at the close of business on the Regular Record Date for such interest. Any interest on any Series 2008 Bond which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest shall be paid by the City (but only from the sources provided herein), to the Persons in whose names the Series 2008 Bonds (or their respective predecessor Series 2008 Bonds) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Trustee, as agent of the City, shall determine the amount of Defaulted Interest proposed to be paid on each Series 2008 Bond and the date of the proposed payment, and at the same time the City shall deposit (but only from the sources provided herein) with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the City of such Special Record Date and, in the name and at the expense of the City, shall cause notice of the date and amount of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of Series 2008 Bonds at his address as it appears in the Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Series 2008 Bonds (or their respective predecessor Series 2008 Bonds) are registered on such Special Record Date. Subject to the foregoing provisions of this Section, each Series 2008 Bond delivered under this Series 2008 Indenture upon transfer of or in exchange for or in lieu of any other Series 2008 Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Series 2008 Bonds. ARTICLE III REDEMPTION Section 301. Redemption. (a) Optional Redemption of Bonds. [The Series 2008 Bonds maturing prior to December 1, 20_, are not subject to redemption prior to their respective dates of maturity. The Series 2008 Bonds maturing on and after December 1, 20_, may be redeemed at the option of the City from any moneys legally available for such purpose, either in whole or in part at any time, in any order of maturities selected by the City (and by lot within a maturity), at the redemption price equal to 100% of the principal amount of Series 2008 Bonds to be redeemed, plus accrued interest in the redemption date.] [The Series 2008 Bonds are subject to optional redemption and payment at any time, at the option of the City, as a whole or in part at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the Discounted Value thereof, together, in either case, with accrued interest to the redemption date. The City may select amounts and maturities or portions of maturities of Series 2008 Bonds for optional redemption at the City's sole discretion, except that any redemption of Term Bonds will reduce pro rata any remaining sinking fund redemption amounts of the Term Bonds remaining outstanding. All calculations and determinations referred to in this section with respect to Discounted Value, except as provided in the preceding sentence, will be made by a Financial Advisor selected by the City.] (b) Mandatory Sinking Fund Redemption. The Series 2008 Bonds maturing on December 1, shall be subject to mandatory sinking fund redemption by the City on each December 1 of the years specified below, in the amounts of the Amortization Requirement set forth below at a redemption price of 100% of the principal amount thereof. Year *Maturity Amortization Requirement Year Amortization Requirement However, the principal amount of the Series 2008 Bonds required to be redeemed on each such sinking fund redemption date shall be reduced by the principal amount of the Series 2008 Bonds specified by the City at least 45 days prior to the redemption date that have been either (i) purchased by or on behalf of the City and delivered to the Trustee for cancellation, or (ii) redeemed other than through the operation of the provisions of this paragraph (b), and that have not been previously made the basis for a reduction of the principal amount of the Series 2008 Bonds to be redeemed on a sinking fund redemption date. Section 302. Election to Redeem; Notice to Trustee. The election of the City to redeem any Series 2008 Bonds shall be delivered to the Trustee. In case of any redemption at the election of the City of less than all of the Series 2008 Bonds the City shall, at least 45 days prior to the redemption date fixed by the City (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such redemption date and of the principal amount of Series 2008 Bonds to be redeemed. The City may condition any election to redeem Series 2008 Bonds upon the receipt of the proceeds of refunding obligations or any other available funds from other sources, on or before the redemption date. Section 303. Partial Redemption; Selection by Trustee of Bonds to be Redeemed. If fewer than all of the Series 2008 Bonds are to be redeemed, the City Manager upon written direction to the Trustee shall select from all the outstanding Series 2008 Bonds, the Series 2008 Bonds to be redeemed, or portions thereof in amounts equal to the lowest Authorized Denomination or any integral multiple thereof, by lot in any manner that the City Manager upon written direction to the Trustee may determine; provided that, if such Series 2008 Bonds are in a book entry system, the Trustee shall give notice to the Depository or the nominee of the Depository that is the Holder of such Series 2008 Bond as provided in Section 304, and the selection of the beneficial interests in that Series 2008 Bond to be redeemed shall be at the sole discretion of the Depository and its participants. In the case of a partial redemption of Series 2008 Bonds by lot when Series 2008 Bonds of denominations greater than the lowest Authorized Denomination are then outstanding, each lowest Authorized Denomination of face value of principal thereof shall be treated as though it were a separate Series 2008 Bond of the denomination of the lowest Authorized Denomination. If it is determined that one or more, but not all of the lowest Authorized Denomination of face value represented by a Series 2008 Bond are to be called for redemption, then upon notice of redemption of a unit or units of the lowest Authorized Denomination, the Holder of that Series 2008 Bond shall surrender the Series 2008 Bond to the Trustee (i) for payment of the redemption price of the unit or units of the lowest Authorized Denomination called for redemption (including without limitation, the interest accrued to the date fixed for redemption), and (ii) for issuance, without charge to the Holder thereof, of a new Series 2008 Bond or Series 2008 Bonds, of any Authorized Denomination or Authorized Denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date as, the Series 2008 Bond surrendered. Section 304. Notice of Redemption. Notwithstanding anything to the contrary contained in the Master Indenture, with respect to Series 2008 Bonds, notice of redemption shall be given by the Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the redemption date, to each Holder of Series 2008 Bonds to be redeemed, at his last address appearing in the Register. In addition, notice of redemption shall be sent by certified or registered mail, return receipt requested, or by overnight delivery service contemporaneously with such mailing to any Holder of $1,000,000 or more in principal amount of Series 2008 Bonds. Notice of redemption also shall be sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service, to any securities depository registered as such pursuant to the Securities Exchange Act of 1934, as amended, that is a Holder of Series 2008 Bonds to be redeemed. An additional notice of redemption shall be mailed not less than 60 nor more than 90 days after the redemption date, by the same means as the first such notice, to any Holder of Series 2008 Bonds selected for redemption that has not surrendered the Series 2008 Bonds called for redemption, at his last address appearing in the Register. So long as all Series 2008 Bonds are held under a book entry system by the Depository, notices of redemption shall be sent by the Trustee only to the Depository or its nominee. Selection of book entry interests in the Series 2008 Bonds called, and notice of the call to the owners of those interests called, is the responsibility of the Depository (or any successor securities depository) pursuant to its rules and procedures, and of its participants and indirect participants. Any failure of the Depository (or any successor securities depository) to advise any participant, or of any participant or any indirect participant to notify the owner of a book entry interest, of any such notice and its content or effect shall not affect the validity of any proceedings for the redemption of any Series 2008 Bonds. All notices of redemption shall state: (1) the date of redemption and of general mailing of such notices, (2) the redemption price, (3) the identification, including complete official name and series designation and issue date, of the Series 2008 Bonds and the CUSIP number, certificate number (and in the case of partial redemption, the respective principal amounts), and interest rates of the Series 2008 Bonds to be redeemed, (4) if applicable (in the case of optional redemption only), that such redemption is conditioned upon proceeds of refunding bonds or notes being deposited with the Trustee or with a paying agent in an amount sufficient to pay the redemption price of all the Series 2008 Bonds that are to be redeemed on such date, (5) except as provided in (4), that on the redemption date the redemption price will become due and payable upon such Series 2008 Bonds, and that interest thereon shall cease to accrue from and after said date, and (6) the name and address of the Trustee and any paying agent for the Series 2008 Bonds, including the place where such Series 2008 Bonds are to be surrendered for payment of the redemption price and an applicable telephone number. Notice of redemption of Series 2008 Bonds to be redeemed shall be given by the Trustee in the name of the City and at the expense of the City. Section 305. Deposit of Redemption Price. On or prior to any redemption date, the City shall deposit with the Trustee or with a paying agent an amount of money sufficient to pay the redemption price of all the Series 2008 Bonds which are to be redeemed on such date. Section 306. Bonds Payable on Redemption Date. Notice of redemption having been given as aforesaid, and the deposit having been made, if redemption is conditioned on such deposit, the Series 2008 Bonds so_ to -be -redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the City shall fail to pay the redemption price) such Series 2008 Bonds shall cease to bear interest. Upon surrender of any such Series 2008 Bond for redemption in accordance with said notice, such Series 2008 Bond shall be paid by the City at the redemption price. Installments of interest whose Stated Maturity is on or prior to the redemption date shall be payable to the Holders of such Series 2008 Bonds registered as such on the relevant Record Dates according to their terms. If any Series 2008 Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Series 2008 Bond. All money deposited in the Current Debt Service Fund and held by the Trustee or the Paying Agent for the redemption of particular Series 2008 Bonds shall be held in trust for the account of the Holders thereof and shall be paid to them, respectively, upon presentation and surrender of those Series 2008 Bonds. Section 307. Bonds Redeemed in Part. Any Series 2008 Bond which is to be redeemed only in part shall be surrendered at the Place of Payment and the City shall execute and the Trustee shall authenticate and deliver to the Holder of such Series 2008 Bond without service charge, a new Series 2008 Bond or Series 2008 Bonds of the same interest rate and maturity and MIAMI/4225805.3 of any Authorized Denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Series 2008 Bond so surrendered. Non -presentment may be waived for partially redeemed bonds held by the Depository as described in the Representation Letter. ARTICLE IV SPECIAL FUNDS AND INVESTMENTS Section 401. Establishment of Accounts and Subaccounts. The Trustee may establish within any fund or account separate accounts or subaccounts as the Trustee may deem necessary or desirable. Section 402. Proceeds Fund. There is hereby created by the City pursuant to the Master Indenture and established with the Trustee the fund of the City designated its "The City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, 2008 Proceeds Fund" (herein referred to as the "2008 Proceeds Fund"). The money deposited in the 2008 Proceeds Fund, together with all investments thereof and investment income therefrom, shall be held in trust and applied solely as provided in this Section. Within the 2008 Proceeds Fund there is hereby created and established with the Trustee three separate accounts to be designated "The City of Miami 2008 Redemption Account" (the "Redemption Account"), "The City of Miami 2008 Cost of Issuance Account" (the "Cost of Issuance Account") and "The City of Miami Swap Termination Account" (the "Swap Account"). The proceeds of the sale of the Series 2008 Bonds in the amount of $ shall be deposited by the Trustee into the 2008 Proceeds Fund and transferred by the Trustee on the date of issuance of the Series 2008 Bonds (i) $ to the deposit of the Redemption Account to pay at redemption the principal of and interest on the Refunded Bonds; (ii) $ to the deposit of the Swap Account to pay the Swap Termination Payment to the Counterparty (iii) $ to the deposit of the Debt Service Reserve Fund for the Series 2008 Bonds and (iv) $ to the deposit of the Cost of Issuance Account in the amount remaining after the transfer described in the preceding clause (i), (ii) and (iii) in each case in the amounts and as further provided in a certificate to be provided on the Closing Date to authenticate and deliver the Series 2008 Bonds. Section 403. jDebt Service Reserve Fund. There is hereby created and pledged to the Trustee on behalf of the Holders of the Series 2008 Bonds, in its capacity as Paying Agent a fund relating to the Series 2008 Bonds which is designated "The City of Miami, Florida Non -Ad Valorem Refunding Revenue Bonds, Series 2008 - Debt Service Reserve Fund" (the "Debt Service Reserve Fund"), the purpose of which is to provide additional security for the Series 2008 Bonds. The sole asset of the Debt Service Reserve Fund shall be [the cash and investments][the Reserve Facility]. [The City has received a from as Reserve Facility Provider. The Debt Service Reserve Fund shall be funded in an amount equal to the Reserve Requirement for the Series 2008 Bonds. All investments in the Debt Service Reserve Fund shall be valued annually on each anniversary date of the Closing Date. To the extent that the value of the cash and all investments on deposit in the Debt Service Reserve Fund MIAMI/4225805.3 falls below the Reserve Requirement, the City shall be required to make deposits to fund any deficiency in 12 equal monthly installments (the "Bond Reserve Deposit" ).][To be determined] Section 404. Investment of Moneys. [Current Debt Service Fund. Although the Master Indenture permits investment of the Funds, Accounts and sub -accounts in Eligible Investments, the City covenants that moneys in the Current Debt Service Fund shall be invested only in Eligible Investments authorized by the 2008 Bond Insurer.] Section 405. Disposition of Fund Balances. After provision shall be made for the payment of all Outstanding Series 2008 Bonds issued under this Series 2008 Indenture, including the interest thereon, the Trustee shall pay such funds to the City. If the City is holding such funds under this Series 2008 Indenture, the City may use such amounts for any lawful purpose. ARTICLE V REMEDIES OF THE TRUSTEE AND HOLDERS OF BONDS IN EVENT OF DEFAULT Section 501. Events of Default under the Master Indenture. Any Event of Default under the Master Indenture shall constitute an Event of Default hereunder. ARTICLE VI CONCERNING THE TRUSTEE Section 601. Duties and Liabilities of Trustee. Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Series 2008- Indenture or the Master Indenture and no implied covenants or obligations shall be read into this Series 2008 Indenture against the Trustee. Section 602. Liens. The Trustee shall have no claim or lien upon the Proceeds Fund or any accounts therein for Fiduciary Charges. Section 603. fBond Insurance. The Trustee shall not cancel or terminate for any reason the 2008 Bond Insurance Policy, or amend or modify in any material respect the 2008 Bond Insurance Policy without evidence in writing that the ratings on the Series 2008 Bonds by the Rating Agencies then rating the Series 2008 Bonds have not been withdrawn or downgraded.] ARTICLE VII SUPPLEMENTS AND AMENDMENTS Section 701. Supplemental Series Indentures. All Supplements or amendments to this Series 2008 Indenture shall be made in accordance with the provisions of the Master Indenture. IIAMY/4225805.3 1 R ARTICLE VIII MISCELLANEOUS Section 80L Incorporation of Provisions of Master Indenture. All provisions of the Master Indenture not inconsistent with the terms and conditions of this Series 2008 Indenture are hereby incorporated herein by reference. Section 802. Binding Effect. This Series 2008 Indenture shall inure to the benefit of and shall be binding upon the Holders of the Series 2008 Bonds, the City and Trustee and the respective successors and assigns, subject, however to the limitations contained herein. Section 803. Counterparts. This Series 2008 Indenture may be executed in any number of counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same instrument. Section 804. Survival of Representations and Warranties. All representations and warranties of the City and the Trustee herein and in the Master Indenture shall survive the execution and delivery hereof and the issuance and delivery of the Series 2008 Bonds issued hereunder. Section 805. Effective Date. This Series 2008 Indenture is dated the date first appearing above for purposes of convenience of reference, but shall become effective simultaneously with the issuance of the Series 2008 Bonds. IN WITNESS WHEREOF, the City and the Trustee have caused this Series 2008 Indenture to be signed on their behalf by their duly authorized representatives as of the date first written above. CITY OF MIAMI, FLORIDA By: City Manager Approved as to Form and Correctness: Attest: By: By: City Clerk City Attorney Approved as to Insurance Requirements: By: Risk Management Director U.S. BANK NATIONAL ASSOCIATION By: T f32 C291 PL z T'1O Gtf i'i DDC444 IllfNTCYee <7; EXHIBIT A FORM OF SERIES 2008 PENSION BONDS Registered UNITED STATES OF AMERICA No. R- STATE OF FLORIDA $ CITY OF MIAMI, FLORIDA NON -AD VALOREM REFUNDING REVENUE BONDS, TAXABLE PENSION SERIES 2008 Dated Date Interest Rate Maturity Date CUSIP No. September _, 2008 % December 1, 20 Registered Holder: Principal Amount: Dollars The City of Miami, Florida (the "City") located in Miami -Dade County, in the State of Florida ("State"), for value received, hereby promises to pay to the Registered Holder named above, or registered assigns, but solely from the sources and in the manner herein provided, on the Maturity Date set forth above the Principal Amount set forth above, upon presentment and surrender hereof at the designated office of the paying agent, initially U.S. Bank National Association, Miami, Florida (the "Paying Agent"), with interest calculated thereon on the basis of a 360 day year of twelve 30 day months at the Interest Rate per annum set forth above, payable on the first day of June and December of each year, commencing on December 1, 2008 (each an "Interest Payment Date"). Such interest shall accrue from the most recent Interest Payment Date to which interest has been paid and if no interest thereon has been paid from the Dated Date hereof. The principal of and interest (herein collectively called "Debt Service") on this Series 2008 Bond is payable in lawful currency of the United States of America. THE SERIES 2008 BONDS AND THE DEBT SERVICE THEREON ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE LIMITED AND SPECIAL OBLIGATIONS OF THE CITY WHICH WILL BE PAYABLE SOLELY FROM AND ARE SECURED SOLELY BY THE TRUST ESTATE AND THE ADDITIONAL SECURITY. EXCEPT FOR THE TRUST ESTATE AND ADDITIONAL SECURITY, THE SERIES 2008 BONDS AND THE DEBT SERVICE THEREON ARE NOT SECURED BY A PLEDGE OF OR LIEN UPON ANY PROPERTY OWNED BY THE CITY OR SITUATED IN THE CITY OR ANY AD VALOREM TAXES OF THE CITY. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, MIAMI-DADE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF ARE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2008 BONDS OR FOR THE PAYMENT OF ANY OTHER AMOUNTS PAYABLE UNDER THE MASTER INDENTURE OR THE SERIES 2008 INDENTURE. NO HOLDER OF ANY SERIES 2008 BOND NOR CREDIT FACILITY PROVIDER SHALL, ON ACCOUNT OF THE SERIES 2008 BONDS OR ANY AGREEMENT ENTERED INTO BY THE CITY IN CONNECTION THEREWITH, HAVE THE RIGHT TO COMPEL THE AD VALOREM TAXING POWER OF THE CITY, MIAMI-DADE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2008 BONDS OR THE PAYMENT OF ANY OTHER AMOUNTS PAYABLE UNDER THE MASTER INDENTURE, SERIES 2008 INDENTURE OR UNDER ANY AGREEMENT RELATING TO THE SERIES 2008 BONDS. Unless otherwise defined herein, capitalized words and terms used in this Series 2008 Bond shall have the meanings ascribed to such terms in the hereinafter -defined Indenture. 1. Description of Series. This Series 2008 Bond is a part of a duly authorized issue of bonds of the City designated as its Non -Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2008 (the "Series 2008 Bonds") in aggregate principal amount of $ issued under a Master Trust Indenture, dated as of December 1, 1995 (the "Master Indenture"), between the City and U.S. Bank National Association, successor in interest to First Union National Bank of Florida, as Trustee (together with any successor, the "Trustee"), and as supplemented by the Series 2008 Indenture dated as of September 1, 2008 (the "Series 2008 Indenture", and collectively with the Master Indenture, the "Indenture") between the City and the Trustee, to which Indenture and all indentures supplemental thereto reference is made for a statement of the respective rights thereunder of the City, the Trustee and the Holders of the Series 2008 Bonds, and the terms upon which the Series 2008 Bonds are authenticated and delivered. The Series 2008 Bonds are issued pursuant to the Act (defined below) in order to provide funds to refund and redeem all of the City's outstanding $29,010,000 aggregate principal amount of its Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable Pension Series 2006 (the "Series 2006 Bonds"); to pay a termination payment relating to the Swap Agreement (as defined in the Series 2008 Indenture);[to fund a deposit to the Debt Service Reserve Fund, if necessary] and to pay certain costs of issuance. The Series 2008 Bonds shall be issued in Authorized Denominations, as provided in the Indenture. The Series 2008 Bonds are issued under the authority of and in full compliance with the Constitution and the Laws of the State, including particularly Chapter 166, Florida Statutes, as amended and Part VII of Chapter 159, Florida Statutes, as amended, and other applicable provisions of law, Resolution No. R-08- , duly adopted by the City Commission of the City on September 11, 2008 (collectively, the "Act), the Master Indenture and the Series 2008 Indenture. Reference is hereby made to the Indenture for a description of the rights and duties of the City, the Trustee and the Registered Holders of the Series 2008 Bonds. Copies of such documents are on file in the designated corporate trust office of the Trustee. By the purchase and acceptance of this Series 2008 Bond, the Registered Holder hereof signifies assent to all of the provisions of the aforementioned documents. The Series 2008 Bonds are limited obligations of the City, payable by the City solely from the Trust Estate and the Additional Security provided for in the Series 2008 Indenture, including all sums deposited from time to time in the Current Debt Service Fund and other funds and Accounts established under the Indenture (except as otherwise provided therein), and in certain events out of amounts secured through the exercise of the remedies provided in the Indenture upon occurrence of an Event of Default under the Indenture. In addition to the Series 2008 Bonds, the City has issued and there are currently outstanding $30,875,000 aggregate principal amount of Non -Ad Valorem Revenue Bonds, Taxable Pension Series 1995 (the "Series 1995 Bonds"). The Series 1995 Bonds were issued pursuant to the Master Indenture and a Series 1995 Indenture dated as of December 1, 1995 between the City and the Trustee, and both the Series 2008 Bonds and the Series 1995 Bonds are equally and ratably secured by and entitled to the protection of the Master Indenture. 2. Payment. Interest on this Series 2008 Bond which is payable, and is punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this Series 2008 Bond (or one or more predecessor Series 2008 Bonds) is registered at the close of business on the Regular Record Date for such interest determined pursuant to the Indenture. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Registered Holder on such Regular Record Date, and shall be paid to the person in whose name this Series 2008 Bond (or one or more predecessor Series 2008 Bonds) is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Series 2008 Bondholders not less than 10 days prior to such Special Record Date. Interest on this Series 2008 Bond shall be paid by check or draft mailed to the Registered Holder of this Series 2008 Bond at its address as it appears on the registration books of the Trustee or by wire transfer of same day funds upon receipt by the Trustee prior to the Regular Record Date of a written request by a Registered Holder of $1,000,000 or more in aggregate principal amount of Series 2008 Bonds or in such other manner as may be mutually acceptable to the Trustee and the Registered Holder of this Series 2008 Bond. Principal and the redemption price of this Series 2008 Bond shall be payable to the Registered Holder of this Series 2008 Bond at the designated corporate trust office of the Trustee, which initially is located in Fort Lauderdale, Florida (the "Place of Payment"), upon the surrender for cancellation of this Series 2008 Bond. The redemption price of this Series 2008 Bond shall also be payable by wire transfer of same day funds upon receipt by the Trustee prior to the Record Date of a written request by a Registered Holder of $1,000,000 or more in aggregate principal amount of Series 2008 Bonds or in such other manner as may be mutually acceptable to the Trustee and the Registered Holder of this Series 2008 Bond. If the specified date for any such payment shall be a Saturday, a Sunday or a legal holiday or the equivalent for banking institutions generally (other than legal moratorium) at the place where payment thereof is to be made, then such payment may be made on the next succeeding day which is not one of the foregoing days without additional interest and with the same force and effect as if made on the specified date for such payment. All payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 3. Redemption. The Series 2008 Bonds are subject to redemption [INSERT REDEMPTION PROVISIONS]. Notice of redemption shall be sent as provided in the Indenture. Any notice of redemption may provide that is conditional and may be revoked by the City by giving notice of such revocation of redemption prior to the time for redemption in the manner specified in the notice of redemption for the giving of notice of revocation. 4. Certain Rights of Holders. If an Event of Default, as defined in the Indenture, shall occur, the principal of all the Series 2008 Bonds may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment of the Master Indenture or the Series 2008 Indenture and the modification of the rights and obligations -of--the City -and the rights of the Registered Holders of the Series 2008 Bonds under the Indenture at any time by the City as provided in the Master Indenture. No reference herein to the Indenture and no provision of this Series 2008 Bond or of the Indenture shall alter or impair the obligation of the City, which is absolute and unconditional, to pay the principal of this Series 2008 Bond at the times, place, and rate, and in the coin or currency, herein prescribed from and to the extent of the sources herein described. 5. Transfer and Exchange. As provided in the Indenture and subject to certain limitations therein set forth, this Series 2008 Bond is transferable on the Register, upon surrender of this Series_200a Bond for transfer as approved in the Indenture. The Series 2008 Bonds are issuable only as registered bonds without coupons in Authorized Denominations (as such term is defined in the Series 2008 Indenture). As provided in the Indenture and subject to certain limitations therein set forth, Series 2008 Bonds are exchangeable for a like maturity, interest rate and aggregate principal amount of Series 2008 Bonds of a different authorized denomination, as requested by the holder surrendering the same. The City, the Trustee and any agent of the City or the Trustee may treat the person in whose name this Series 2008 Bond is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Series 2008 Bond shall be overdue, and neither the City, the Trustee nor any such agent shall be affected by notice to the contrary. 6. No Recourse. No recourse shall be had for the payment of the principal of or premium, if any, or interest on this Series 2008 Bond, or for any claim based hereon, or otherwise in respect hereof or of the Indenture to or against any incorporator, director, officer or employee, past, present or future, as such, of the Trustee or the City, or of any predecessor or successor corporation, either directly or through the Trustee, the City or any such predecessor or successor corporation, under and by virtue of any constitution or statute or rule of law or by the enforcement of any assessment or penalty, or otherwise, all such liability of incorporators, directors, officers and employees, as such, being waived and released by the holder and owner hereof by the acceptance of this Series 2008 Bond; all as more fully provided in the Indenture. UNLESS the certificate of authentication hereon has been executed by the Trustee by manual signature, this Series 2008 Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. This Series 2008 Bond is and has all the qualities and incidents of an investment security under the Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2008 Bond and has caused the same to be signed by its Mayor and City Manager and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon, all as of the _ day of September, 2008. CITY OF MIAMI, FLORIDA (SEAL) By: Mayor ATTESTED AND COUNTERSIGNED: By: By: City Clerk City Manager APPROVED AS TO FORM AND CORRECTNESS By: City Attorney CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2008 Bonds designated in and executed under the provisions of the within mentioned Indenture. U.S. BANK NATIONAL ASSOCIATION, as Registrar By: Authorized Officer Date of Authentication: FORM OF ABBREVIATIONS FOR SERIES 2008 BONDS The following abbreviations, when used in inscription on the face of the within Series 2008 Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the (Cust) (Minor) entireties JT TEN - as joint tenants with under Uniform Gifts to Minors right of survivorship Act and not as tenants State) in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2008 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to registrar the transfer of the within Series 2008 Bond on the books kept for registration and registration of the transfer thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Series 2008 Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Series 2008 Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York Corporation ("DTC"), to the City or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. IAM1/4225805.3 A-7