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

subordinate in all respects to the lien thereon and pledge thereof granted with respect to the Senior Obligations issued under the Airport Indenture (as such terms are defined in the Loan Agreement). [The Noteholder shall have a pledge of and lien on _____________, which shall be part of the Designated Revenues.] This Note is subject to optional and mandatory prepayment as provided in the Loan Agreement. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. This Note, when delivered by the Public Agency pursuant to the terms of the Loan Agreement and the Resolution, shall not be or constitute an indebtedness of the Public Agency or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Designated Revenues, as provided in the Loan Agreement and the Resolution. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the Public Agency or the State, or taxation in any form of any property therein to pay the Note or the interest thereon, except to the extent otherwise specifically provided in the Loan Agreement. All terms and provisions of the Loan Agreement are hereby incorporated by reference herein. IN WITNESS WHEREOF, the Public Agency caused this Note to be signed by the manual signature of the Chairman of the Board of County Commissioners of the Public Agency (the "Board") and the seal of the Public Agency to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the Clerk of the Board and this Note to be dated the Date of Issuance set forth above. OKALOOSA COUNTY, FLORIDA (SEAL) By: Chair ATTEST: Clerk D-2  EXHIBIT E FORM OF AGREEMENT RE: CONTINGENCY ACCOUNT THIS AGREEMENT, dated as of __________, 2012, is entered into between Okaloosa County, Florida (the "Public Agency"), a duly constituted political of the State of Florida and U.S. Bank, National Association, as Trustee. WHEREAS, the Florida Local Government Finance Commission (the "Commission") is a legal entity and a public body corporate and politic formed pursuant to Part I, Chapter 163, Florida Statutes (the "Interlocal Act"), which Commission was created for the benefit of duly constituted counties, municipalities and other public agencies as described in the Interlocal Act, desiring to participate in a pooled commercial paper loan program in order to obtain the most cost effective, short-term financing for acquiring, constructing and equipping capital improvements and for other governmental needs; and WHEREAS, in furtherance of the foregoing, the Commission shall issue, from time to time, commercial paper notes to be known as "Florida Local Government Finance Commission Pooled Commercial Paper Notes, Series A-1 (Governmental Issue)" (the "Series A Notes"), pursuant to the terms of a certain Trust Indenture, dated as of June 6, 2011 (the "Indenture"), between the Commission and the Trustee; and WHEREAS, the Public Agency has entered into a Loan Agreement with the Commission and JPMorgan Chase Bank, N.A., dated as of June 6, 2011 (the "Loan Agreement"), pursuant to which the Commission shall loan, from time to time, to the Public Agency certain proceeds of the Series A Notes to enable the Public Agency to finance various capital improvements and other governmental needs; and WHEREAS, the Public Agency has agreed to repay the above-described loans upon the terms specified in the Loan Agreement; and WHEREAS, such loan repayments shall be made monthly by the Public Agency to the Trustee; and WHEREAS, in order to ensure that adequate moneys shall be on deposit with the Trustee to meet the obligations of the Public Agency incurred under the Loan Agreement, the Commission shall require the Public Agency to establish a contingency account with the Trustee; NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereto agree as follows: E-1  SECTION 1. ESTABLISHMENT OF CONTINGENCY ACCOUNT. The Trustee agrees to establish and hold for the Public Agency an account entitled "Okaloosa County, Florida (Airport Revenues) Commercial Paper Note Contingency Account" (the "Contingency Account"). The Public Agency agrees to maintain a balance in the Contingency Account at least equal to 175 basis points (1.75%) times the Loan Amounts outstanding under the Loan Agreement times one-twelfth (the "Contingency Account Requirement"). In the event moneys in the Contingency Account are less than the Contingency Account Requirement, the Trustee shall notify the Administrator of the amount of such deficiency, which, in turn, shall notify the Public Agency. The Public Agency agrees to cure such deficiency at the time its next monthly Loan Repayment becomes due in accordance with the terms of the Loan Agreement. Moneys in the Contingency Account in excess of the Contingency Account Requirement shall be used as a credit on the next Loan Repayment due or, if no Loan Repayment shall thereafter be due, such moneys shall be returned to the Public Agency. No later than the 20th day of each month, the Trustee shall notify the Administrator of the amounts in the Contingency Account on the 15th day of such month. SECTION 2. USE OF MONEYS IN CONTINGENCY ACCOUNT. The moneys in the Contingency Account shall be used solely for the purpose of making the Public Agency's Loan Repayments arising under the Loan Agreement when the other moneys received by the Trustee from the Public Agency are insufficient for such purpose. Moneys in the Contingency Account shall be transferred by the Trustee to the accounts established by the Indenture in such amounts as shall be owing in relation thereto by the Public Agency pursuant to the Loan Agreement. Any moneys received by the Trustee as Loan Repayments made by the Public Agency which are in excess of the amounts required to be paid by the Public Agency pursuant to the Loan Agreement shall be deposited by the Trustee into the Contingency Account. SECTION 3. INVESTMENTS. The moneys in the Contingency Account shall be invested by the Trustee at the written direction of the Administrator in the securities described in clause (1), (2), (6), (7) and (8) of the definition of Investment Obligations (as defined in the Indenture). All investment earnings shall be retained in the Contingency Account and be utilized in accordance with the terms of this Agreement, including such earnings being used as a credit toward the next Loan Repayment due. The Trustee shall not be liable for any loss incurred with respect to any purchase or sale. SECTION 4. ACCOUNT NOT PART OF TRUST ESTATE. Moneys in the Contingency Account shall not be part of the Trust Estate established pursuant to the Indenture. Moneys in the Contingency Account are not pledged to the payment of the principal of and interest on the Series A Notes. Moneys in the Contingency Account shall not be used to make the loan repayments of any other public agency participating in the Pooled Commercial Paper Loan Program. E-2  SECTION 5. REMEDIES. In the event the Public Agency violates any provision of this Agreement, the Trustee, the Commission and/or the Administrator may take any action and enforce any remedy as shall be provided by law. SECTION 6. NOTICE. The Trustee shall immediately notify the Administrator of any violation of this Agreement by the Public Agency to which the Trustee becomes aware. SECTION 7. AMENDMENTS. This Agreement may be amended at any time by the parties hereto provided the Administrator and the Bank (as defined in the Indenture) have agreed in writing to such amendment. The Trustee agrees not to refuse to execute any amendment hereto which does not materially adversely affect it. SECTION 8. THIRD PARTY BENEFICIARIES. The Commission and the Administrator shall be third party beneficiaries to this Agreement. SECTION 9. TERMINATION. This Agreement shall terminate simultaneously with the termination of the Loan Agreement; provided, however, if the Commission and the Public Agency agree upon an earlier termination date, this Agreement shall terminate on such date. SECTION 10. DEFINITIONS. Unless the context or use indicates another meaning or intent, terms not otherwise defined herein shall have the meanings assigned thereto by the Loan Agreement. SECTION 11. APPLICABLE LAW. The laws of the State of Florida shall govern the construction of this Agreement. SECTION 12. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same Agreement. SECTION 13. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, to the parties at the following addresses: 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, ext 3411 Telecopy: 850/689-5882 E-3 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 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 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. E-4  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written hereon. OKALOOSA COUNTY, FLORIDA By: Chairman ATTEST: By: Clerk U.S. BANK NATIONAL ASSOCIATION By: Authorized Officer ACCEPTED AND ACKNOWLEDGED AS OF THE DATE FIRST WRITTEN HEREON FLORIDA ASSOCIATION OF