Okaloosa County BOCC — October 2, 2012 — Okaloosa Loan Agreement (Airport Revenues) — reading text

certified mail, postage prepaid, or provided by electronic mail to the appropriate parties: Commission: Florida Local Government Finance Commission c/o Florida Association of Counties, Inc. 100 South Monroe Street Tallahassee, Florida 32301 Attention: Director of Commercial Paper Program Telephone: 850/922-4300 Telecopy: 850/488-7501 Public Agency: Okaloosa County, Florida 302 N. Wilson Street, Suite 203 Crestview, Florida 32536 Attention: Clerk to the Board of County Commissioners Telephone: 850/689-5000, x 3411 Telecopy: 850/689-5882 and Okaloosa Regional Airport 1701 State Road 85 Eglin AFB, Florida 32542 Attention: Airport Director Telephone: 850/651-7160, x 206 Telecopy: 850/651-7164 Administrator: Florida Association of Counties, Inc. 100 South Monroe Street Tallahassee, Florida 32301 Attention: Director of Commercial Paper Program Telephone: 850/922-4300 Telecopy: 850/488-7501 Dealer: JPMorgan Chase Securities Inc. 420 South Orange Ave Suite 270 Orlando, Florida 32801 Telephone: (407) 236-5435 Telecopy: (407) 235-5444 47  Trustee: U.S. Bank National Association Mail Code EX-FL-UORT 225 E. Robinson Street, Suite 250 Orlando, Florida 32801 Attention: Corporate Trust Services Telephone: 407/835-3810 Telecopy: 407/835-3814 Bank: JPMorgan Chase Bank, N.A. 420 South Orange Avenue, Suite 250 Orlando, Florida 32801 Attention: Government, Non-Profit & Healthcare Telephone Number: 407/236-5464 Facsimile Number: 407/218-5355 Bond Counsel: Nabors, Giblin & Nickerson, P.A. 2502 Rocky Point Drive, Suite 1060 Tampa, Florida 33607 Telephone: 813/281-2222 Telecopy: 813/281-0129 Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Notices to the Trustee shall be effective only upon the receipt thereof by the Trustee. SECTION 10.02. BINDING EFFECT. To the extent provided herein, this Loan Agreement shall be binding upon the Public Agency and the Commission and shall inure to the benefit of the Public Agency, the Commission, the Bank, the Administrator and the Trustee and their respective successors and assigns. SECTION 10.03. SEVERABILITY. In the event any provision of this Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 10.04. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan Agreement may be amended by the Commission and the Public Agency, with the prior written consent of the Bank, as provided in Section 8.05 of the Indenture. SECTION 10.05. EXECUTION IN COUNTERPARTS. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 48  SECTION 10.06. APPLICABLE LAW. This Loan Agreement shall be governed by and construed in accordance with the laws of the State of Florida. SECTION 10.07. WAIVER OF JURY TRIAL. To the extent permitted by applicable law, each of the Public Agency, the Commission and the Bank, knowingly, voluntarily and intentionally waives any right each may have to a trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Loan Agreement, the Loans or any agreement contemplated to be executed in connection with this Loan Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party with respect hereto. This provision is a material inducement to the Bank agreeing to provide credit and liquidity support to Loans hereunder. SECTION 10.08. BENEFIT OF NOTEHOLDERS; COMPLIANCE WITH INDENTURE. This Loan Agreement is executed in part to induce the purchase of the Commercial Paper Notes. Accordingly, all covenants, agreements and representations on the part of the Public Agency and the Commission, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the Holders, from time to time, of the Commercial Paper Notes and of the Bank. SECTION 10.09. CONSENTS AND APPROVALS. Whenever the written consent or approval of the Commission shall be required under the provisions of this Loan Agreement, such consent or approval may be given by an Authorized Officer of the Commission or such other additional person provided by rules, regulations or resolutions of the Commission. SECTION 10.10. IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF COMMISSION. No recourse shall be had for any representation, obligation, covenant or agreement in this Loan Agreement against any past, present or future officer, member, employee, director or agent of the Commission, as such, and all such liability of any such officers, members, employees, directors or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Loan Agreement. SECTION 10.11. CAPTIONS. The captions or headings in this Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Loan Agreement. SECTION 10.12. NO PECUNIARY LIABILITY OF COMMISSION. No provision, covenant or agreement contained in this Loan Agreement on behalf of the Commission, or any obligation herein imposed upon the Commission, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision of the State (excluding the participating public agencies to the extent of their obligations under their respective loan agreements) or any public corporation or 49 governmental agency existing under the laws thereof other than the Commission. In making the agreements, provisions and covenants set forth in this Loan Agreement, the Commission has not obligated itself except with respect to the Trust Estate. SECTION 10.13. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. In any case where the date for making any payment or the last date for performance of any act or the exercise of any right, as provided in this Loan Agreement, shall be other than a Business Day, then such payment or performance shall be made on the succeeding Business Day with the same force and effect as if done on the nominal date provided in this Loan Agreement, provided that interest on any monetary obligation hereunder shall accrue at the applicable rate to and including the date of such payment. SECTION 10.14. RIGHT OF OTHERS TO PERFORM PUBLIC AGENCY'S COVENANTS. If the Public Agency shall fail to make any payment or perform any act required to be performed hereunder, then and in each such case the Commission, the Bank, the Administrator or the Trustee or any of them, may (but shall not be obligated to) remedy such default for the account of the Public Agency and make advances for that purpose. No such performance or advance shall operate to release the Public Agency from any such default and any sums so advanced by the Commission or the Trustee shall bear interest at the Default Rate from the date of the advance until repaid as provided herein. IN WITNESS WHEREOF, the Commission has caused this Loan Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers as of the date first above written. FLORIDA LOCAL GOVERNMENT FINANCE COMMISSION (SEAL) By: Interim Chairman Attest: Secretary-Treasurer 50  IN WITNESS WHEREOF, the Public Agency has caused this Loan Agreement to be executed in its name with its seal hereunto affixed and attached by its duly authorized officers as of the date first above written. OKALOOSA COUNTY, FLORIDA (SEAL) By: Chair Attest: By: Clerk Approved as to form and legal sufficiency: ___________________________________ County Attorney 51  IN WITNESS WHEREOF, the Bank has caused this Loan Agreement to be executed in its name by its duly authorized officer as of the date first above written. JPMORGAN CHASE BANK, N.A. By: Authorized Signatory 52  EXHIBIT A OPINION OF PUBLIC AGENCY'S COUNSEL IN CONNECTION WITH LOAN [Letterhead of Counsel to Public Agency] [Date of the Draw] Florida Local Government U.S. Bank National Association, Finance Commission as Trustee Tampa, Florida Orlando, Florida JPMorgan Chase Bank, N.A., Nabors, Giblin & Nickerson, P.A. as Letter of Credit Provider Tampa, Florida Orlando, Florida Gentlemen: I am counsel to Okaloosa County, Florida (the "Public Agency"), and have been requested by the Public Agency to give this opinion in connection with a loan in the principal amount of $_______________ (the "Loan") by the Florida Local Government Finance Commission (the "Commission") to the Public Agency of funds to finance, refinance or reimburse the cost of ___________________ (the "Project") [the Public Agency Expenses (as defined in the hereinafter defined Loan Agreement] pursuant to the terms and conditions of the Loan Agreement (Airport Revenues), dated as of ___________, 2012 (the "Loan Agreement"), among the Commission, the Public Agency and JPMorgan Chase Bank, N.A. In this connection, I have reviewed such records, certificates and other documents as I have considered necessary or appropriate for the purposes of this opinion, including Chapter 125, Florida Statutes, Chapter 163, Florida Statutes, and other applicable provision of