Text on OMBC Debenture Notes

Orlando Metropolitan Bridge Center Inc., a not for profit corporation organized under the laws of the State of Florida (the "Corporation") is indebted and, for value received, hereby promises to pay to the registered holder hereof, upon presentation of this debenture note, the full face amount shown above in legal tender of the United States of America on July 1, 2014, at the main office of the Corporation in Orlando, Florida.

The corporation further agrees to pay interest on the principal amount from October 1, 2007, or such later date as this note is purchased, at the annual rate of eight percent, payable semi-annually on the first day of January and July of each year.   The entire principal balance hereof shall be due and payable on July 1, 2014.

In the event the Corporation shall lack sufficient funds to fully redeem all the debenture notes on the redemption date, the Corporation shall give first priority to those debenture notes of any holders who may request full or partial redemption.    Any debenture note not so redeemed at maturity shall continue to bear interest as explained above, with interest payable on the first day of January and July of each year.

The principal hereof, and the interest hereon, shall be payable in the principal office of the Corporation in Orlando, Florida, except that the Corporation, may upon request of the registered holder hereof, mail check or draft representing any interest or principal to the registered holder hereof at his address appearing on the books of registration.

This debenture note is one of an authorized issue of registered debenture notes (or a replacement of those notes) limited in the aggregate to $136,000 initially dated as of October 1, 2007, and issued in multiples of $1,000.

All or any of such debenture notes are subject to redemption (in whole or in part, in even multiples of $1,000) on any date prior to maturity, upon payment of the entire principal amount or portion thereof and accrued interest, at the election of the Corporation, its successors or assigns, upon giving notice of its election to redeem by registered mail directed to the registered holder hereof at least 30 days prior to the date of redemption, If the registered holder hereof fails and neglects to present this debenture note for payment at the time and place in such notice specified, this debenture note (or any portion thereof which has been redeemed) shall cease to bear interest unless payment hereof is refused upon presentation of the same at or after the time specified in such notice.

 

If default be made in payment of the principal of, or interest on, this debenture note or any other of these registered debenture notes, the total principal amount thereof, and all interest due hereon, shall forthwith become due and payable and the Corporation will immediately pay the same.

Books for the registry hereof are kept at the office of the Corporation. No transfer hereof shall be valid unless made on the Corporation's books at the office of the Corporation, by the registered holder hereof, in person, or by the attorney duly authorized in writing and similarly noted hereon.

Payment to the registered holder hereof of principal or interest shall be a complete discharge of the Corporation's liability with respect to such payment, but the Corporation may, at any time, require the presentation hereof as a condition precedent to such payment.

No recourse shall be had for the payment of, the principal of, or interest upon, this debenture note, or for any claim based thereon, or otherwise, against any incorporator, shareholder, officer, director, or attorney, past, present: or future, of the Corporation, whether by virtue of any constitution, statute, rule of law, enforcement of any assessment, or penalty, or by reason of any matter prior to the delivery of this note, or otherwise, all such liability, by the acceptance hereof and as a part of the issue hereof, being expressly waived.

This debenture note was sold in a transaction not involving a public offering under the Securities Act of 1933, and is a "restricted security" as defined in said Act. The debenture note has been acquired by the registered holder strictly for investment.

The debenture note has been registered with the State of Florida, and has been offered pursuant to an exemption for registration contained in Florida Statutes 5 17.061 (1 2) (a) (3) and rule 3E-500.05.

The debenture note was offered for sale only to residents of the state of Florida and may not be transferred to persons who are not residents of the State of Florida.

Upon acceptance of this debenture note by any registered holder of any debenture note from the earlier series previously issued by the Corporation, such earlier debenture note shall be deemed to have been cancelled and surrendered in exchange for this debenture note, up to the fill face amount hereof, and such earlier debenture note shall cease to have any legal force or effect from the date hereof.

This bond consolidates previous bonds issued to the registered payee. All necessary documentary stamps were paid on the earlier bond and are not required for this consolidation.