Second Amendment to loan Agreement with Raymond James Capital Funding, Inc. ao2/— 3/770
SECOND AMENDMENT TO LOAN AGREEMENT
SECOND AMENDMENT (this "Second Amendment") dated as of September 30, 2021
to the LOAN AGREEMENT dated as of December 5, 2018, as amended by the First
Amendment dated as of August 3, 2020 (collectively, the "Loan Agreement") by and between
the City of Miami Beach, Florida, a municipal corporation in the State of Florida, and its
successors and assigns (the "Borrower"), and Raymond James Capital Funding, Inc., and its
successors and assigns (the"Lender").
The parties hereto, intending to be legally bound hereby and in consideration of the
mutual covenants hereinafter contained, DO HEREBY AGREE as follows:
ARTICLE I
AMENDMENT
Section 1.01. Definitions. Capitalized terms used in this Second Amendment shall have
the meanings as set forth in the Loan Agreement.
Section 1.02. Amendment. The definition of"Final Advance Date" in Section 1.01 of
the Loan Agreement is hereby amended and restated to read as follows:
"Final Advance Date"means September 30, 2022.
ARTICLE II
MISCELLANEOUS
Section 2.01. Effect of Second Amendment. Except as specifically amended by this
Second Amendment, the Loan Agreement shall remain in full force and effect and is hereby
ratified and affirmed by the Borrower and the Lender. The Borrower hereby reaffirms its
agreement to observe and perform each covenant and obligation of the Borrower contained in the
Loan Agreement. In order to induce the Lender to execute and deliver this Second Amendment,
the Borrower hereby makes each of the representations and warranties contained in the Loan
Agreement as of the date hereof, except those made as of a specific date. The Borrower shall
pay the fees and expenses of, or incurred by counsel to, the Lender in connection with the review
and delivery of this Second Amendment.
Section 2.02. Governing Law. This Second Amendment is a contract made under the
laws of the State of Florida and shall be governed and construed in accordance with such laws.
Section 2.03. Counterparts. This Second Amendment may be executed in several
counterparts, each of which shall be an original and all of which shall constitute one instrument.
Section 2.04. Binding Effect. This instrument shall inure to the benefit of and shall be
binding upon the parties hereto and their respective successors and assigns subject to the
limitations contained herein.
010-9231-9460/2/AMERICAS
Section 2.05. Section Headings. Section headings in this Second Amendment are for
convenience of reference only, shall not constitute part of this Second Amendment and shall not
be used to continue the meaning or intent of the provisions hereof.
IN WITNESS WHEREOF, the parties have executed this Second Amendment to be
effective between them as of the date set forth above.
CITY OF MIAMI BEACH, FLORIDA
By: 1__/?____37--Z.
Name:•I an Etelbee
Title: Mayor
Attest
By: ./_moi
.r"Rafael E. Granado
itle: City Clerk
�,„.......‘,4„' RAYMOND JAMES CAPITAL
+, FUNDING, INC.
i* INCORP ORATED;
1\a •' :A .:c)/44.3 By:
'�� H 26 Name: Chad E. Colby
Title: Senior Vice President and
Managing Director
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
( i—_—Z1
City Attorney t pre._ Date
2
010-9231-9460/2/AMERICAS
ALLONGE TO PROMISSORY NOTE
The Promissory Note dated December 5, 2018 (the "Note") of the City of Miami Beach,
Florida (the "Borrower") is modified in the following respect, effective September 30, 2021 (the
"Effective Date"):
1. As of the Effective Date,the definition of"U.S.Treasury Index"is amended and restated in its
entirety as follows:
(4) "U.S.Treasury Index"means the applicable constant maturity United States Treasury
Bond rate as reported on the United States Department of the Treasury Daily Treasury Yield Curve
Table website (https://www.treasury.gov/resource-center/data-chart-center/interest-rates/Pages/
TextView.aspx?data=yield) (i) with respect to any Advance, five Business Days prior to the
applicable Advance, and (ii) with respect to the Taxable Rate, on the date of computation of the
Taxable Rate;provided,however,that in no event shall the U.S.Treasury Index in connection with
Advances made on and after September 30, 2021 be less than 0.75%.
2. Except as otherwise set forth herein,all capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Note. Except as set forth above, there are no other
amendments to the Note and the terms of the Note remain in full force and effect. This Allonge shall
be stapled or otherwise affixed to the Note by the holder thereof. All references to the term"Note"in
the Note,the Loan Agreement dated as of December 5,2018, as amended by the First Amendment
dated as of August 3,2020 and the Second Amendment dated as of September 30,2021,between the
Borrower and the Lender,or any other documents related to the Note shall mean the Note as amended
by this Allonge.
3. This Allonge shall be construed pursuant to and governed by the substantive laws of the State
of Florida.
IN WITNESS WHEREOF,the Borrower has caused this Allonge to be executed in its name
as of the Effective Date.
CITY OF,. IAMI AE , FLORIDA
By:
Name: Dan Gelber
Title: Mayor
Acknowledged and Accepted:
RAYMOND JAMES CAPITAL FUNDING, INC.
By:
Name: Chad E. Colby
Title: Senior Vice President and Managing Director
010-9231-9514/2/AM ERICAS