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

Credit Facility Charges. A rate which reflects the Credit Facility fees or charges of the Bank owed to it under the Credit Agreement by the Public Agency, plus any commitment fees or other fees payable under Section 3.03(c) hereof. The letter of credit fees component of such Credit Facility charge or charges shall be provided in a certificate substantially in the form of Exhibit C hereto or in a resolution adopted by the Public Agency approving the Loan relating thereto, as the same may be amended from time to time. In addition, the Public Agency shall be responsible for payment of a Proportionate Share of any other amounts owing the Bank under the Credit Agreement. (d) Proportionate Dealer Fees. A rate which reflects the Public Agency's Proportionate Share of the fees and expenses of the Dealer owed to it under the Dealer Agreement. (e) Credits. The Public Agency shall receive the credits referred to in Sections 5.01(a) and 5.01(d) hereof (without duplication), applied as set forth in Section 5.02(a) above. SECTION 5.03. LOAN REPAYMENTS. The obligation of the Public Agency to make Loan Repayments or payment of any other amounts required hereunder and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events. Notwithstanding any dispute between the Public Agency and the Commission, the Trustee, the Bank, the Administrator or any Noteholder, the Public Agency shall pay Loan Repayments or any other amounts when due and shall not withhold any Loan Repayments or any other amounts payable hereunder pending final resolution of such dispute nor shall the Public Agency assert any right of setoff or counterclaim against its obligation to make such payments required under this Loan Agreement. The Public Agency's obligation to make payment of Loan Repayments or any other amounts due shall not be abated through accident or unforeseen circumstances. The Commission, the Bank and the Public Agency agree that the Public Agency shall bear all risk of damage or destruction in whole or in part to the Projects or any part thereof, including without limitation any loss, complete or partial, or interruption in the use, occupancy or operation of such Projects, or any manner or thing which for any reason interferes with, prevents or renders burdensome the use or occupancy of the Projects or the compliance by the Public Agency with any of the terms of this Loan 29 Agreement. Notwithstanding the foregoing, this Section shall not limit the rights of the Public Agency to recover amounts owing to it, except as specifically set forth herein. SECTION 5.04. MAXIMUM LEGAL INTEREST RATE. Notwithstanding the calculation of interest pursuant to Section 5.02 hereunder, the Commission and the Public Agency acknowledge that it is their intent to contract hereunder in strict compliance with the usury laws of the State. In furtherance thereof, the Commission and the Public Agency stipulate and agree that none of the terms and provisions contained herein or under any instruments held as security hereunder, shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the Maximum Legal Rate. The Public Agency shall never be liable for interest on any Loan Note at a rate in excess of the Maximum Legal Rate applicable thereto. The provisions of this Section shall control over all other provisions of this Loan Agreement and any other instruments executed in connection herewith which may be in apparent conflict herewith. If a court of competent jurisdiction shall make a final determination that the performance of any provision of this Loan Agreement shall result in a payment of an amount for such use, forbearance or detention in excess of the Maximum Legal Rate, then (a) such provision shall be deemed to be appropriately modified to the extent necessary to reduce such interest to an amount not in excess of such Maximum Legal Rate, and (b) any such excess amounts theretofore received by the Commission or its assignees shall be deemed to have been a prepayment of a like principal amount of said Loan Notes, and all necessary reallocations of subsequent payments with respect to said Loan Notes shall be made. In addition, if the rate of interest payable under Section 5.02 hereof shall exceed the Maximum Legal Rate for any period for which interest is payable (i) interest at the Maximum Legal Rate shall be due and payable with respect to such interest period, and (ii) to the extent permitted by applicable law, interest at the rate equal to the difference between (A) the rate of interest calculated in accordance with the terms hereof and (B) the Maximum Legal Rate (the "Excess Interest") shall be deferred until such date as the rate of interest, calculated in accordance herewith, ceases to exceed the Maximum Legal Rate, at which time the Public Agency shall pay the Commission such portion of the deferred Excess Interest as will cause the rate of interest then paid to the Commission to equal the Maximum Legal Rate, which payments of deferred Excess Interest shall continue until all such deferred Excess Interest is fully paid to the Commission. SECTION 5.05. COSTS OF ISSUANCE. (a) At the time of each Draw hereunder, the Public Agency agrees to pay the Administrator an amount equal to $2,000 for each $1,000,000 of Loan Amounts then Outstanding (including the proposed Draw) to the extent not previously paid with respect to such Outstanding amounts. The maximum aggregate amount payable pursuant to this Section 5.05(a) shall be $40,000. Such fees shall represent the Public Agency's share of the costs of structuring the Commercial Paper Loan Program. 30  (b) The Public Agency shall also pay the Administrator, the Bank, Bank's Counsel and Bond Counsel, as the case may be, all reasonable fees and expenses associated with approving and administering the Loans and the Draws pursuant to the provisions of this Loan Agreement. SECTION 5.06. MANDATORY PREPAYMENT. (a) All Loans of the Public Agency will become due and payable in full on the Expiration Date at a prepayment price of 100% of the principal amount Outstanding plus accrued interest to the prepayment date. (b) If (i) in connection with any extension of the Expiration Date, the Bank notifies the Administrator that the Bank will not extend the Public Agency Commitment beyond the then-current Expiration Date, or will extend the Public Agency Commitment but only at a reduced amount or (ii) the Administrator determines that the Bank will not be extending the Public Agency Commitment or will be reducing the amount of the Public Agency Commitment, a principal amount of all Outstanding Loans of the Public Agency will become due and payable on the then applicable Expiration Date at a prepayment price of 100% of the principal amount to be prepaid plus accrued interest to the prepayment date. The principal amount of Loans required to be prepaid under this Section 5.06(b) shall be (A) 100% of the Outstanding principal amount in the event the Bank is not extending the Public Agency Commitment, or (B) the amount by which the Bank is reducing the amount of the Public Agency Commitment. The Administrator will promptly provide the Public Agency with notice of any such required prepayment. SECTION 5.07. OBLIGATIONS UNCONDITIONAL. Except as provided in Section 5.01 hereof, the obligation of the Public Agency to make Loan Repayments and payment of any other amounts required hereunder from Designated Revenues and to perform and observe the other covenants and agreements contained herein shall be absolute and unconditional in all events. Notwithstanding any dispute between the Public Agency and the Commission, the Trustee, the Bank, the Administrator or any Noteholder, the Public Agency shall pay the Loan Repayments or any other amounts when due and such obligations shall not be abated, rebated, set-off, reduced, abrogated, terminated, waived, diminished, postponed, or otherwise modified in any manner or to any extent whatsoever and the Public Agency shall not withhold any such payments pending final resolution of such dispute nor shall the Public Agency assert any right of setoff, recoupment, abatement, or counterclaim against its obligation to make such payments required under this Loan Agreement. Subject to the foregoing, the Public Agency shall have the right to litigate any issue that cannot be amicably resolved with the Commission. SECTION 5.08. COORDINATION WITH AIRPORT INDENTURE. (a) th On or before the 25 day of each calendar month, the Public Agency shall deposit Designated Revenues and money from the Revenue Fund created under the Airport Indenture (other than the Customer Facility Charge Fund created therein) into the Subordinated Indebtedness Fund created under the Airport Indenture, as provided in, and 31 with the priority set forth in, Section 611(vii) of the Master Indenture referred to in the definition of Airport Indenture, in the amount of all Loan Repayments and Additional Payments then due or expected to become due in the next succeeding calendar month. Loan Repayments and Additional Payments to be made under this Loan Agreement shall be paid from money in such Subordinated Indebtedness Fund. (b) The Commission acknowledges and agrees that the provisions of that portion of the Airport Indenture consisting of the Second Supplemental Indenture dated as of December 1, 2007, in Section 205 thereof under the caption "Subordination Provisions Applicable to Subordinated Debt" is incorporated herein by reference and the Commission agrees to comply therewith. 32  ARTICLE VI SECURITY FOR LOANS AND PUBLIC AGENCY COVENANTS SECTION 6.01. STATUS OF LOAN OBLIGATIONS. Anything in this Loan Agreement to the contrary notwithstanding, it is understood and agreed that the ad valorem taxing power and the full faith and credit of the Public Agency has not been pledged to secure the obligations of the Public Agency hereunder, except to the extent ad valorem taxes are pledged pursuant to Section 6.03 hereof. Neither the Commission, the Bank, the Administrator, the Trustee nor the Holders of the Notes shall have any right to compel the exercise of any ad valorem taxing power of the Public Agency to pay the obligations owing hereunder except to the extent ad valorem taxes are pledged pursuant to Section 6.03 hereof. The obligations of the Public Agency under this Loan Agreement, including Loan Repayments and all other payments, shall be payable solely from Designated Revenues in accordance with the terms hereof. The provisions of this Section shall survive the termination and/or assignment of this Loan Agreement. SECTION 6.02. SECURITY FOR LOAN REPAYMENTS. The Public Agency's obligation to repay the Loan Repayments shall be secured by a pledge of and lien on the Designated Revenues; provided, however the lien on and pledge of the Net Revenues granted hereunder shall be junior and subordinate in all respects to the lien thereon and pledge thereof granted with respect to the Senior Obligations under the Airport Indenture. The Pledged Revenues, which are part of the Designated Revenues, may be pledged to the payment of the Loan Repayments in accordance with Section 6.03 hereof. The Public Agency hereby irrevocably pledges and grants a lien upon the Designated Revenues to the payment of the Loan Repayments in accordance with the provisions hereof. SECTION 6.03. PLEDGED REVENUES. The Public Agency may, in