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

of June 6, 2011 between the Commission and the Dealer, and any and all modifications, alterations, amendments or supplements thereto, and any other Dealer Agreement entered into by the Commission and the Dealer with respect to the Commercial Paper Notes. "Debt" of the Public Agency means at any date (without duplication) all of the following to the extent that they are general obligations of the Public Agency or are payable in whole or in part from Non-Ad Valorem Revenues: (1) all obligations of the Public Agency for borrowed money or evidenced by bonds, debentures, notes or other similar instruments; (2) all obligations of the Public Agency to pay the deferred purchase price of property or services, except trade accounts payable under normal trade terms and which arise in the ordinary course of business; (3) all obligations of the Public Agency as lessee under capitalized leases; and (4) all indebtedness of other Persons to the extent guaranteed by, or secured by Non Ad-Valorem Revenues of, the Public Agency. "Default" means any of the events specified in Section 8.01 hereof which with the passage of time or giving of notice or both would constitute an Event of Default hereunder. "Default Rate" means the Base Rate plus 4.00% per annum; provided, however, the Default Rate shall never exceed the Maximum Legal Rate. "Designated Revenues" shall mean (1) the Net Revenues to the extent provided herein, (2) the proceeds of the Loans pending the application thereof, (3) the Public Agency Moneys, if any, (4) the proceeds of any obligations issued to refinance Projects financed or refinanced hereunder, and (5) the Pledged Revenues, if any, which shall additionally secure the Loan Repayments as provided in Section 6.03 hereof. 10  "Draw" means the borrowing of money under this Loan Agreement in accordance with Article III hereof. "Draw Date" means, with respect to Loans financed with proceeds of the Commercial Paper Notes, the date or dates upon which Draws are funded, which dates shall be agreed to by the Bank, the Administrator and the Public Agency prior to each Draw Date. "Draw Request" means the request by the Public Agency to the Commission for a Draw under its Loan and the corresponding authentication and delivery of a Commercial Paper Note or Commercial Paper Notes of a particular Series. "Estimated Monthly Interest" means, for each calendar month, (1) the Estimated Monthly Rate times the Daily Loan Balance of all Loans of the Public Agency funded from Commercial Paper Notes of a Series which are expected to be outstanding during the calendar month with respect to which such calculation is made, less (2) the sum of (a) the applicable Monthly Investment Credit, plus (b) the Monthly Excess Credit (based on the second prior calendar month). Notwithstanding the foregoing, the Administrator shall calculate the Estimated Monthly Interest for any period occurring before the first Interest Calculation Period as it shall determine in its sole discretion. "Estimated Monthly Rate" means, for each calendar month, 110% of the sum of the Daily Loan Rates for Commercial Paper Notes of a Series during the immediately preceding Interest Calculation Period. Notwithstanding the foregoing, the Administrator may, at any time and from time to time, recalculate the Estimated Monthly Rate in accordance with the requirements of Section 3.03(b) of the Indenture. "Event of Default" has the meaning given such term in Section 8.01 of this Loan Agreement. "Expiration Date" means the scheduled date of expiration of the Credit Facility as the same may be extended from time to time pursuant to the terms thereof. "Holders" or "Noteholders" means the registered owners of the Outstanding Commercial Paper Notes. "Indenture" means that certain Indenture of Trust, dated as of June 6, 2011, between the Commission and the Trustee, as the same may be amended and supplemented from time to time. "Interest Calculation Period" means the period commencing on the day (whether or not a Business Day) next succeeding the last day of the previous Interest Calculation Period and ending on the fifteenth (15th) day of the next succeeding calendar month; provided, however, that the first Interest Calculation Period shall be the period commencing on the first sixteenth (16th) day of a calendar month which occurs after the 11 date of initial issuance of Commercial Paper Notes hereunder and ending on fifteenth (15th) day of the next succeeding calendar month. "Interlocal Act" means Part I of Chapter 163, Florida Statutes. "Interlocal Agreement" means that Interlocal Agreement, dated as of February 19, 1991, among Brevard County, Florida, Collier County, Florida and Sarasota County, Florida, pursuant to which the Commission was created and the Pooled Commercial Paper Loan Program was authorized, as amended and supplemented from time to time. "Investment Balances" means the sum 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. "Letter of Credit" means the irrevocable letter of credit issued by the Bank under the terms and conditions set forth in the Credit Agreement in order to secure the payment of principal of and interest on the Commercial Paper Notes. "LIBOR" means for any interest period, the rate for U.S. dollar deposits with a maturity equal to the same interest period, as reported on Reuters Screen LIBOR01 page as of 11:00 AM London time on the second London business day prior to the first date of such interest period. If the foregoing rate is unavailable for any reason, then the rate shall be determined by the Bank from any other successor or substitute page of the Moneyline Telerate Service or any other publication or interest rate reporting service of recognized standing which provides rate quotations comparable to those currently provided on such page, as determined by the Bank from time to time for purposes of providing quotations of interest rates applicable to U.S. dollar deposits in the London interbank market. "Loan" means the loan or loans made, from time to time, by the Commission to the Public Agency pursuant to Section 3.03 hereof. Each loan shall be made to finance or refinance a Project or to finance Public Agency Expenses approved by the Administrator and the Bank in accordance with Section 4.04 hereof. "Loan Agreement" means this Loan Agreement, as the same may be amended and supplemented from time to time. "Loan Amounts" means the amount of Loans Outstanding at any time of calculation. "Loan Note" means a note of the Public Agency evidencing the obligations incurred hereunder by the Public Agency on account of a Draw made in regard to a Loan, which shall be in substantially the form provided in Exhibit D hereto. 12  "Loan Rate" means the rate of interest the Loan shall bear, which is described in Sections 5.01 and 5.02 hereof; provided, however, the Loan Rate shall never exceed the Maximum Legal Rate. "Loan Repayments" or "Repayments" means the payments of principal and interest on the Loan Amounts payable by the Public Agency pursuant to the provisions of this Loan Agreement and all other payments, including Additional Payments, payable by the Public Agency pursuant to the provisions of this Loan Agreement. "Loan Term" means the term of each Loan as provided in Sections 4.02 and 4.03 hereof. "Maximum Legal Rate" means (1) in the case of a Loan Note, the maximum rate of interest such Loan Note may bear under applicable law and, (2) in the case of Commercial Paper Notes, the maximum rate of interest such Commercial Paper Notes may bear under applicable law; provided, however, that the rate determined under clause (2) shall never be greater than the rate determined under clause (1). "Maximum Loan Amount" means the maximum amount of Loans which at any time is permitted to be outstanding hereunder as provided in, and subject to the terms and conditions of, Section 3.03 hereof. "Monthly Excess Credit" means, for a month, with respect to all Loans of the Public Agency funded from Commercial Paper Notes of a Series the difference (whether or not less than zero) between the Estimated Monthly Interest and the Actual Monthly Interest for the month with respect to which such credit is given. "Monthly Investment Credit" means, for a month, with respect to the Public Agency, the sum of the Daily Investment Credit Rates times the Daily Investment Balance for each day of the actual number of days of the month with respect to which such calculation is made. "Net Revenues" for any fiscal year of the Public Agency or other period of time shall mean Revenues for such year or period, less the amount needed for the payment of Operation and Maintenance Expenses for such year or period. "Non-Ad Valorem Revenues" shall mean all legally available revenues of the Public Agency derived from any source whatsoever other than ad valorem taxation on real and personal property, which are legally available to make the Loan Repayments required herein. "Non-Current Loan" means all of the Loans of the Public Agency funded from Commercial Paper Notes of a Series, during any period the Public Agency is in default in the payment, when due, of the principal of or interest on any Loan of the Public Agency, whether by acceleration or otherwise. 13  "Operation and Maintenance Expenses" shall have the mean provided therefor in the Airport Indenture. "Outstanding," in the context of the Commercial Paper Notes, has the meaning given such term in the Indenture. "Outstanding," in the context of the Loans, means the aggregate Loan Amounts less any Loan Amounts for which moneys have been deposited with the Trustee for the repayment thereof. "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization including a government or political subdivision or an agency or instrumentality thereof. "Pledged Revenues" shall mean the Public Agency Moneys, if any, of the Public Agency designated as added security for the Loan Repayments pursuant to Section 6.03 hereof. "Pooled Commercial Paper Loan Program" or "Program" means the pooled commercial paper loan program of the Commission authorized by the Interlocal Agreement and a resolution of the Commission. "Prime Rate" means for any day the greater of: (1) the rate of interest announced by the Bank from time to time as its prime commercial rate for U.S. dollar loans, or equivalent, as in effect on such day, with any change in the Prime Rate resulting from a change in said prime commercial rate to be effective as of the date of the relevant change in said prime commercial rate; or (2) the sum of (a) the rate determined by the Bank to be the average (rounded upwards, if necessary, to the next higher 1/100 of 1%) of the rates per annum quoted to the Bank at approximately 10:00 a.m. (New York time) (or as soon thereafter as is practicable) on such day (of, if such day is not a Business Day, on the immediately preceding Business Day) by two or more Federal funds brokers selected by the Bank for the sale to the Bank at face value of Federal funds in an amount equal or comparable to the principal amount owed to the Bank for which such rate is being determined, plus (b) 1/2 of 1% (0.50%). "Program Termination Date" shall have the meaning given such term in the