Okaloosa County BOCC — April 1, 2014 — reading text

SUPPLEMENTAL INDENTURES SECTION 9.1. SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF BONDHOLDERS ......................................................47 SECTION 9.2. SUPPLEMENTAL INDENTURES REQUIRING CONSENT OF BONDHOLDERS................................................................................48 ARTICLE X AMENDMENTS, ETC. TO BORROWER'S DOCUMENTS SECTION 10.1. AMENDMENTS TO THE BORROWER'S DOCUMENTS NOT REQUIRING CONSENT ....................................................................50 SECTION 10.2. AMENDMENTS TO THE BORROWER'S DOCUMENTS REQUIRING CONSENT OF BONDHOLDERS ...............................50 iii Packet Pg. 25  ARTICLE XI SATISFACTION OF THIS BOND INDENTURE SECTION 11.1. DEFEASANCE .........................................................................................52 SECTION 11.2. LIABILITY OF ISSUER NOT DISCHARGED ......................................53 SECTION 11.3. SELECTION OF DEFEASED BONDS ...................................................53 SECTION 11.4. WHEN REFUNDING IS NOT PERMITTED..........................................53 ARTICLE XII MANNER OF EVIDENCING OWNERSHIP OF BONDS SECTION 12.1. PROOF OF OWNERSHIP........................................................................54 ARTICLE XIII MISCELLANEOUS SECTION 13.1. LIMITATION OF RIGHTS ......................................................................55 SECTION 13.2. UNCLAIMED MONEYS .........................................................................55 SECTION 13.3. SEVERABILITY ......................................................................................55 SECTION 13.4. NOTICES ..................................................................................................56 SECTION 13.5. ADDITIONAL NOTICES TO RATING AGENCIES .............................56 SECTION 13.6. COUNTERPARTS....................................................................................57 SECTION 13.7. APPLICABLE LAW.................................................................................57 SECTION 13.8. IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF ISSUER..........................................................................................57 EXHIBIT A FORM OF BOND EXHIBIT B FORM OF REQUISITION FOR EXPENSE FUND AND PROJECT FUND iv Packet Pg. 26  BOND TRUST INDENTURE THIS BOND TRUST INDENTURE ("Bond Indenture") is dated as of April 1, 2014 and is between OKALOOSA COUNTY, FLORIDA, as issuer, and _________________________, a state banking corporation organized and existing under the laws of the State of ________, as bond trustee (the "Bond Trustee"). PRELIMINARY STATEMENT Okaloosa County, Florida, a political subdivision of the State of Florida (together with any successors, the "Issuer") has authorized the issuance of a series of revenue bonds consisting of $________ initial aggregate principal amount of its tax exempt Utilities System Revenue Bonds, Series 2014A (Auburn Water System, Inc. Project) (the "Series 2014A Bonds") and $________ initial aggregate principal amount of its taxable Utilities System Revenue Bonds, Series 2014B (Auburn Water System, Inc. Project) (the "Series 2014B Bonds," collectively, the "Series 2014 Bonds"). The Series 2014 Bonds, together with any Additional Bonds issued under this Bond Indenture, are referred to herein as the "Bonds." The Bonds will be issued pursuant to Chapter 159, Part II, Florida Statutes, as amended, and other applicable provisions of law (the "Act"), and this Bond Indenture. The proceeds derived from the sale of the Bonds will be loaned to Auburn Water System, Inc., a Florida non-profit corporation (together with its successors and assigns and any surviving, resulting or transferee corporation, the "Borrower"), pursuant to a Loan Agreement dated as of April 1, 2014 between the Borrower and the Issuer, and assigned by the Issuer to the Bond Trustee (as amended from time to time, the "Loan Agreement"). The Series 2014 Bonds are being issued to (i) finance all or a portion of the costs of acquiring, constructing, improving and equipping of improvements to the water utility system operated by the Borrower, (ii) refund certain outstanding indebtedness of the Borrower, and (iii) pay certain costs associated with the issuance of the Series 2014 Bonds. NOW, THEREFORE, THIS BOND INDENTURE WITNESSETH: That the Issuer in consideration of the premises and of the purchase of the Bonds and of other good and lawful consideration, the receipt of which is hereby acknowledged, and to secure the payment of the principal of, premium, if any, and interest on the Bonds and the performance and observance of all of the covenants and conditions herein and therein contained, has executed and delivered this Bond Indenture and has conveyed, granted, assigned, transferred, pledged, set over and confirmed and granted a security interest in and by these presents does hereby convey, grant, assign, transfer, pledge, set over and confirm and grant a security interest in, unto the Bond Trustee, its successor or successors and its or their assigns forever, with power of sale, all and singular the property, real and personal, hereinafter described (said property being herein sometimes referred to as the "trust estate") to wit: 1 Packet Pg. 27  GRANTING CLAUSES DIVISION I All right, title and interest of the Issuer in and to the funds created hereunder and all amounts held therein, including investment earnings; DIVISION II All right, title and interest of the Issuer in and to the Loan Agreement and the amounts payable to the Issuer under the Loan Agreement (excluding Unassigned Rights); DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the Issuer or the Borrower or by anyone in their behalf to the Bond Trustee, including, without limitation, any funds held by the Bond Trustee in any of the funds established hereunder as security for the Bonds; EXCEPTED PROPERTY There is, however, expressly excepted and excluded from the trust estate moneys held by the Bond Trustee in the Rebate Fund established pursuant to the Tax Exemption Agreement; TO HAVE AND TO HOLD, all and singular, the properties and the rights and privileges hereby conveyed, assigned and pledged by the Issuer or intended so to be, unto the Bond Trustee and its successors and assigns forever, in trust, nevertheless, with power of sale for the equal and pro rata benefit and security of each and every holder of the Bonds issued and to be issued hereunder, without preference, priority or distinction as to participation in the lien, benefit and protection hereof of one Bond over or from the others, by reason of priority in the issue or negotiation or maturity thereof, or for any other reason whatsoever, except as herein otherwise expressly provided, so that each and all of such Bonds shall have the same right, lien and privilege under this Bond Indenture and shall be equally secured hereby with the same effect as if the same had all been made, issued and negotiated simultaneously with the delivery hereof and were expressed to mature on one and the same date; PROVIDED, NEVERTHELESS, and these presents are upon the express condition, that if the Issuer or its successors or assigns shall well and truly pay or cause to be paid the principal of the Bonds with interest, according to the provisions set forth in such Bonds and each of them or shall provide for the payment or redemption of such Bonds by depositing or causing to be deposited with the Bond Trustee the entire amount of funds or securities required for payment or redemption thereof when and as authorized by the provisions hereof, and shall also pay or cause to be paid all other sums payable hereunder by the Issuer, then these presents and the estate and rights hereby granted shall cease, determine and become void, and thereupon the Bond Trustee, on payment of its lawful charges and disbursements then unpaid, on demand of the Issuer and upon the payment of the costs and expenses thereof, shall duly execute, 2 Packet Pg. 28 acknowledge and deliver to the Issuer such instruments of satisfaction or release as may be necessary or proper to discharge this Bond Indenture, including if appropriate any required discharge of record, and if necessary, shall grant, reassign and deliver to the Issuer, its successors or assigns, all and singular the property, rights, privileges and interests by it hereby granted, conveyed and assigned, and all substitutes therefor, or any part thereof, not previously disposed of or released as herein provided; otherwise this Bond Indenture shall be and remain in full force; AND IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties hereto that all Bonds are to be issued, authenticated and delivered, and that all the trust estate is to be held and applied, subject to the further covenants, conditions, releases, uses and trusts hereinafter set forth, and the Issuer, for itself and its successors, does hereby covenant and agree to and with the Bond Trustee and its respective successors in said trust, for the benefit of those who shall own the Bonds, or any of them, as follows: 3 Packet Pg. 29  ARTICLE I DEFINITIONS SECTION 1.1. DEFINITIONS. To the extent not defined herein, the terms used in this Bond Indenture shall have the same meanings as set forth in the Loan Agreement. All accounting terms not otherwise defined in the Loan Agreement or herein have the meanings assigned to them in accordance with generally accepted accounting principles then in effect. In addition to the words and terms elsewhere defined in this Bond Indenture or the Loan Agreement, the following words and terms as used in this Bond Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: "Act" has the meaning specified in the Preliminary Statement to this Bond Indenture. "Additional Bonds" means any bonds secured on parity with the Series 2014 Bonds issued pursuant to Section 2.2 hereof. "Authorized Denomination" means $5,000 and any integral multiple in excess thereof. "Bond Counsel" means Nabors, Giblin &