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

meanings (or the meaning specified in the Section hereof or in the document herein referenced), and any other words and terms not otherwise defined herein which are defined in the Indenture shall have the meanings as therein defined. "Accountant" or "Accountants" means an independent certified public accountant or a firm of independent certified public accountants as to whom neither the Commission nor the Bank makes a reasonable objection. "Act" means, collectively, the Interlocal Act, Chapter 125, Florida Statutes, and all other applicable provisions of law. "Act of Bankruptcy" means a petition filed by or against the Public Agency seeking relief as a debtor under the federal bankruptcy laws or under any other similar applicable law or statute of the United States of America or of the State relating to bankruptcy or insolvency. "Actual Monthly Interest" means, with respect to all Loans of the Public Agency funded from Commercial Paper Notes of a Series, the sum of the Daily Loan Rate times the Daily Loan Balance for each actual day of the period with respect to which such calculation is made. "Additional Payments" means the payments required to be made by the Public Agency pursuant to Sections 5.02(b), 5.02(c), 5.02(d), 5.05, 6.06(e) and 8.04 of this Loan Agreement. "Adjusted One-Month LIBOR" means the sum of 2.50% plus the quotient of (1) the LIBOR on the immediately preceding Business Day for dollar deposits with a maturity equal to one-month, divided by (2) one minus the "reserve requirement" applicable to dollar deposits in the London interbank market with a maturity equal to one month. "Administration Agreement" means that certain Program Administration Agreement, dated as of June 6, 2011, between the Commission and the Administrator, as amended and supplemented from time to time. "Administrator" means the Florida Association of Counties, Inc., a Florida nonprofit corporation, or such other program administrator selected by the Commission and approved by the Bank in writing to administer the making, originating and administration of the Loans or any portion thereof and to act as the Commission's agent as set forth in the Administration Agreement. 6  "Aggregate Monthly Investment Earnings" means the aggregate amount of earnings credited to the applicable Interest Payment Account from the investment of the daily balances in the Accounts relating to a Series of Commercial Paper Notes for each day of the actual number of days of the period with respect to which such calculation is made. "Aggregate Note Interest" means, with respect to a Series of Commercial Paper Notes, the aggregate amount of interest paid or accrued on all of the Commercial Paper Notes of such Series on the basis (year containing 365/366 days or actual number of days elapsed) set forth in such Commercial Paper Notes during the period with respect to which such calculation is made and if the principal of any Commercial Paper Note is paid with a draw on the Credit Facility which has not been reimbursed, the interest accruing on the Public Agency's Proportionate Share of such drawing in accordance with the provisions of the Credit Agreement until such drawing has been reimbursed. "Aggregate Portfolio Balance" means the sum of Daily Loan Balances for the Public Agency and all other government entities participating in the Program under the same Series of Commercial Paper Notes for each day of the actual number of days of the period with respect to which such calculation is made. "Airport Indenture" means that certain Master Indenture of Trust between the Public Agency and The Bank of New York (as successor to JPMorgan Chase Bank), dated as of August 1, 2003, as amended and supplemented from time to time, and any successor instrument thereto. "Alternate Credit Facility" has the meaning given such term in the Indenture. "Arbitrage Certificate" means the Certificate as to Arbitrage and Certain Other Tax Matters of the Public Agency and any reaffirmations or renewals thereof or new Certificate as to Arbitrage and Certain Other Tax Matters, all as described in Section 6.06(j)(ii) hereof. "Authorized Officer" means, when used with respect to the Commission, the Chairman of the Board of Directors thereof and such other designated member, agent or representative as may hereafter be selected by Commission resolution, when used with respect to the Administrator, shall mean the person or persons designated by the Administrator, and, when used with reference to a Public Agency, means the person or persons designated by the Public Agency in writing to the Administrator and the Commission and, when used with reference to an act or document, also means any other person authorized by resolution to perform such act or sign such document. "Bank" means JPMorgan Chase Bank, N.A., a national banking association, as issuer of the Letter of Credit, and any successor thereof, and any issuer or issuers of an Alternate Credit Facility with respect to the Commercial Paper Notes. 7  "Bank Rate" means the interest rate charged by the Bank to the Commission pursuant to Section 2.16(b) of the Credit Agreement for any draws made against the Credit Facility to pay maturing Commercial Paper Notes which could not be remarketed by the Dealer. Initially, the Bank Rate shall mean (1) for the first 120 days such Bank Rate is applicable with respect to a Loan, the Base Rate, (2) after the first 120 days such Bank Rate is applicable with respect to a Loan through the stated expiration date of the Credit Facility, the Base Rate plus 1.00%, and (3) thereafter, the Base Rate plus 2.00%. Notwithstanding the foregoing, the Bank and the Commission may amend the definition of Bank Rate under the Credit Agreement from time to time without the consent of the Public Agency. "Base Rate" means the higher of (1) the Loan Rate, (2) the Prime Rate, (3) Adjusted One-Month LIBOR, and (4) 7.5%; provided, however, in the event that the short term ratings of the Bank from Standard & Poor's Ratings Group and Moody's Investors Service fall below "A-1" and "P-1," respectively, the percentage set forth in clause (3) herein shall be 4.5% for the first 120 days the Base Rate is applicable. "Board" means the governing body of the Public Agency. "Bond Counsel" means Nabors, Giblin & Nickerson, P.A., Tampa, Florida, or any other nationally recognized bond counsel acceptable to the Commission and the Administrator. "Business Day" means any day excluding Saturday, Sunday, any other day on which banks in New York City or the cities in which the designated corporate trust office of the Trustee or the office of the Bank at which drawings may be presented under the Letter of Credit are located are lawfully closed and any day on which the Depository Trust Company is closed. "Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated or proposed thereunder. "Commencement Date" means December 4, 2012 which is the date when the term of this Loan Agreement begins and the obligation of the Public Agency hereunder to make Loan Repayments, if any, commences. "Commercial Paper Notes" or "Notes" means any Outstanding Florida Local Government Finance Commission Pooled Commercial Paper Notes issued from time to time pursuant to the Indenture. The term "Commercial Paper Notes" shall include both Series of Commercial Paper Notes issued pursuant to the Indenture, unless the context indicates otherwise. "Commission" means the Florida Local Government Finance Commission, and any assigns or successors in function thereto. 8  "Commitment" shall have the meaning ascribed thereto in the Credit Agreement, as it may be modified from time to time pursuant to the Credit Agreement. "Cost" or "Costs," to the extent permitted by law, as the same relates to a Project, shall mean (1) the cost of physical construction, reconstruction or completion; (2) the cost of acquisition or purchase; (3) the cost of all labor, materials, machinery and equipment; (4) the cost of land and interests therein, property rights, easements and franchises of any nature whatsoever; (5) the cost of any indemnity and surety bonds and premiums for insurance during construction; (6) all interest due to be paid on account of this Loan Agreement and other obligations relating to such Project during the period of construction and for such period of time subsequent to completion of acquisition and construction as the Public Agency deems appropriate; (7) engineering, financial, legal and other consultant fees and expenses; (8) the cost of plans and specifications, construction plans, surveys and estimates of costs; (9) payments, when due (whether at the maturity of principal or the due date of interest or upon redemption) on any interim or temporary indebtedness incurred for any portion of such Project; (10) amounts required for reserve funds; (11) costs and expenses related to the Loan Agreement, issuance of the Commercial Paper Notes or other indebtedness related to such Project, all financing charges, and any expenses related to any liquidity facility or credit facility; (12) Additional Payments; and (13) any other costs and expenses properly attributable to acquisition, construction or equipping of such Project, and such other expenses as may be necessary or incidental to this Loan Agreement and the issuance of the Commercial Paper Notes; and shall include reimbursement to the Public Agency for any moneys advanced for any costs incurred by the Public Agency in connection with any such items of cost. "Counsel" means an attorney or firm of attorneys duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for the Commission, the Public Agency, the Trustee, the Dealer or the Bank. "Credit Agreement" means that certain Reimbursement Agreement, dated as of June 6, 2011, between the Commission and the Bank, including any amendments and supplements thereto, and any agreement pursuant to which an Alternate Credit Facility is issued. "Credit Facility" means the Letter of Credit issued by the Bank, or any Alternate Credit Facility. "Daily Investment Balance" means that portion of the amounts on deposit in the Accounts relating to a Series of Commercial Paper Notes which are credited by the Trustee to each public agency in accordance with the provisions of Section 3.03(f) of the Indenture as of any day with respect to which such calculation is made. "Daily Investment Credit Rate" means the quotient of: (1) the Aggregate Monthly Investment Earnings, divided by (2) the sum of Investment Balances with 9 respect to loans funded from all Series of Commercial Paper Notes for the period with respect to which such calculation is made. "Daily Loan Balance" means the principal balance of all Loans of the Public Agency funded from Commercial Paper Notes of a Series outstanding on the day with respect to which such calculation is made. "Daily Loan Rate" means, with respect to a Series of Commercial Paper Notes, the quotient of: (1) the Aggregate Note Interest, divided by (2) the Aggregate Portfolio Balance for the period with respect to which such calculation is made. "Dealer" means JPMorgan Chase Securities Inc. acting in its capacity as rate setting agent and dealer for the Commercial Paper Notes pursuant to the Dealer Agreement, or its successors and assigns or any other entity or entities designated by the Commission in writing. "Dealer Agreement" means that certain Commercial Paper Dealer Agreement, dated as