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

Arbitrage Certificate in form and substance satisfactory to Bond Counsel; (f) Approval of the Administrator and the Bank required by Section 4.02 hereof; (g) The Repayment Schedule for the Draw, as approved pursuant to Section 4.02 hereof; and (h) Such other certificates, documents, opinions and information as the Administrator, the Bank or Bond Counsel may reasonably require. The aforementioned opinions, documents and certificates need not be submitted to the extent they have been previously submitted by the Public Agency, except as the same are required by the Administrator or Bank to be updated. Provision of any of the above- described documents may be waived by the Administrator and the Bank. SECTION 4.04. DRAW SUBMISSIONS. At or prior to the time of making any Draw for a Loan the Public Agency shall submit to the Administrator, the Bank and Bond Counsel: 24  (a) A copy of the Draw Request for such Draw; (b) If applicable, a copy of a completed and executed Form 8038-G relating to the Draw to be filed with the Internal Revenue Service; (c) A certificate of an Authorized Officer of the Public Agency to the effect that the representations and warranties contained in the Loan Agreement are true and correct as of the date of the Draw and that no Default or Event of Default exists at such date; (d) A copy of a certificate substantially in the form of Exhibit C hereto indicating the Credit Facility fee applicable to such Draw; (e) A Loan Note duly executed by the Public Agency reflecting the terms of the Draw, including the Repayment Schedule, in form and substance as provided in Exhibit D hereto; (f) A certificate of an Authorized Officer of the Public Agency setting forth (i) any Debt incurred by the Public Agency since the last Draw, including Debt secured by any of the Designated Revenues, and (ii) any Debt which the Public Agency intends to incur within one year of the date of the Draw which pledges any of the Designated Revenues, and stating whether there has been any material adverse change in the financial condition of the Public Agency since the date the last financial statements were filed with the Bank; (g) A new or amended Arbitrage Certificate; and (h) Such other opinions, documents, certificates and information as the Administrator, the Bank or the Bond Counsel may reasonably require. Provision of any of the above-described documents may be waived by the Administrator and the Bank. 25  ARTICLE V LOAN REPAYMENTS SECTION 5.01. PAYMENT OF LOAN REPAYMENTS. (a) The Public Agency shall make all Loan Repayments in lawful money of the United States of America to the Trustee. All Loan Repayments shall be made by electronic or wire transfer or other method of immediate funds payment. The principal of each Loan shall be repaid in accordance with the Repayment Schedule relating thereto. The principal component of a Loan Repayment shall be paid on or before the date such amount is due, subject to the provisions of Sections 3.04(c) and 5.06 hereof; provided the Public Agency pays the Trustee moneys which are available not later than such due date. Unpaid interest on the Outstanding principal balance of the Loan Amounts shall be paid by the Public Agency to the Trustee, as follows: (i) On or before the twenty-fifth (25th) day of each calendar month, the Administrator will determine the Estimated Monthly Rate and Estimated Monthly Interest for the Loan Amounts of each Series of Commercial Paper Notes from which such Loan Amounts are derived for the next succeeding calendar month. (ii) No later than the twenty-fifth (25th) day of each month, the Administrator shall provide an invoice to the Public Agency setting forth the total amount (including without limitation, Loan Repayments and Additional Payments) due on the first Business Day of the next succeeding month. Such written notice shall state the amount of interest, Additional Payments, Monthly Investment Credits and Monthly Excess Credits relating to each Loan of the Public Agency. Such notice shall also state the amount of principal due, if any, in the next succeeding month. A copy of such notice shall be provided to the Trustee. (iii) On or before the first Business Day of each month the Public Agency shall pay to the Trustee for deposit into the Revenue Account the Estimated Monthly Interest for such calendar month relating to each Series of Commercial Paper Notes together with the other amounts invoiced pursuant to clause (ii). (iv) If, at any time and from time to time during a month, the Administrator determines that the amount on deposit in the Revenue Account will be insufficient to pay the interest due or to become due on Commercial Paper Notes in such month, the Administrator shall recalculate the Estimated Monthly Interest due from the Public Agency and require, on three (3) Business Days notice to the Public Agency, the Public Agency to pay to the Trustee, as a part of the interest component of the Loan Repayment due in such month, an amount equal to the difference, if any, between the Estimated Monthly Interest as previously calculated and the Estimated Monthly Interest as so recalculated. Notwithstanding the definition of Estimated Monthly Rate and in accordance with 26  the provisions of Section 3.03(b) of the Indenture, the Administrator, in its sole discretion, may recalculate the Estimated Monthly Rate if necessary to ensure sufficient funds are on deposit in the applicable Interest Payment Account under the Indenture. Upon full payment and discharge of the Loan, the Commission shall cause the Trustee to pay over to the Public Agency the Monthly Investment Credits and Monthly Excess Credits accrued during the calendar month in which the Loan is paid and discharged. (b) Notwithstanding the foregoing, if the Public Agency fails to make a Loan Repayment on the due date thereof and an unreimbursed draw is made on the Letter of Credit as a result of such delinquency, interest will accrue on the unpaid portion of the Loan Repayment at the Default Rate from the original due date of such Loan Repayment to the date of payment of all due and unpaid Loan Repayments. (c) The principal component of any Loan Repayments shall be paid by the Public Agency to the Trustee at such time and in such manner as provided in the Repayment Schedules, unless (i) the Loan Amounts are prepaid in accordance with the terms hereof, (ii) the Repayment Schedules are modified in accordance with the terms hereof, including, but not limited to Section 3.04(c) hereof, (iii) any portion of the Loan becomes subject to mandatory prepayment pursuant to Section 5.06 hereof, or (iv) the due dates of the Loan Repayments are accelerated pursuant to the terms of Section 8.03 hereof. (d) In determining the Estimated Monthly Interest as described in Section 5.01(a) above, the Public Agency receives a credit against each Loan Repayment for investment earnings on moneys in the Accounts. The Public Agency shall receive a pro- rata share of such investment earnings based on the amount of money representing the interest component of Loan Repayments as described in Section 5.02(a) hereof made by each Public Agency participating in the Pooled Commercial Paper Loan Program. (e) The Public Agency acknowledges that the Commission has agreed, pursuant to Section 3.03(g) of the Indenture, that upon the occurrence and continuance of any default under Section 8.01(a) hereof, or, upon the acceleration of the Loan, all Loan Repayments are to be deposited by the Trustee in a special escrow account pursuant to such Section 3.03(g) and held as a part of the Trust Estate for the sole benefit of and as security for the Noteholders and the Bank, pending the application of such moneys to pay, or to reimburse the Bank (including interest on unreimbursed amounts at the applicable rate or rates as set forth in the Credit Agreement) for L/C Payments made by the Bank to pay, Commercial Paper Notes and the interest thereon at their maturity; provided, that (i) any net earnings (or losses) derived from the investment of any portion of such moneys held in such special escrow account shall be credited to (or, in the case of losses, payable by) the Public Agency, and (ii) the Public Agency shall remain liable for 27 its share of the amounts specified in subsections (a), (b), (c) and (d) of Section 5.02 hereof accruing during the period moneys are held by the Trustee in such special escrow account. The Public Agency agrees that it shall have no interest in or rights to such special escrow account, subject to clause (i) of the proviso in the preceding sentence. The provisions of this Section 5.01(e) shall survive the payment in full of the Loan Repayments. (f) The Public Agency shall make all Loan Repayments in lawful money of the United States of America to the Trustee as required hereby. All Loan Repayments shall be made by electronic or wire transfer or other method of immediate funds payment at or prior to 3:00 p.m. on the due date. (g) Any amount not paid when due shall bear interest at the Default Rate until paid. SECTION 5.02. CALCULATION OF LOAN RATE. Except as otherwise provided in Section 5.01 of this Loan Agreement, the Loan Rate shall equal the sum of subsections (a), (b), (c) and (d) minus (e) of this Section 5.02: (a) Interest on the Commercial Paper Notes. A rate which reflects the Actual Monthly Interest on the Loan, payable in the amount of Estimated Monthly Interest, subject to Monthly Excess Credits and Monthly Investment Credits, as provided in Section 5.01 hereof; and, provided further, however, the Public Agency recognizes that when Commercial Paper Notes become due for payment and Commercial Paper Notes cannot be sold by the Dealer to repay such maturing Commercial Paper Notes, such Commercial Paper Notes must be paid with funds provided by the Bank under the Credit Agreement, and the interest rate on Loans or portions thereof will reflect the Bank Rate in accordance with the terms of the Credit Agreement. (b) Proportionate Expenses. A rate which reflects the Public Agency's Proportionate Share of the following items, fees and expenses to the extent that such items are not paid as provided in Sections 5.05 and 6.06(e) hereof: (i) the fees and expenses of the Administrator owed to it under the Administration Agreement; (ii) the fees and expenses of the Trustee owed to it under the Indenture; (iii) the expenses of the Commission, including legal and accounting fees; (iv) the rating fees of Moody's Investors Service and/or Standard & Poor's Corporation; (v) any loss on investments of the Trust Estate; 28  (vi) any fees or penalties related to terminating the Program or replacing the Credit Facility; and (vii) such other reasonable fees and expenses in connection with the Commercial Paper Notes or this Loan Agreement as the Commission may determine. Extraordinary expenses payable pursuant to this Section 5.02(b) shall be stated separately on the bill delivered by the Administrator to the Public Agency. (c)