Okaloosa County BOCC — April 1, 2014 — reading text

to the Bonds dated April ___, 2014, between the Borrower and the Issuer. "Unassigned Rights" means the right of the Issuer to receive payment of its fees and expenses, the Issuer's right to indemnification in certain circumstances, the Issuer's right to execute and deliver supplements and amendments to the Loan Agreement and the Issuer's right to grant consents under the Loan Agreement. "Underwriter" means The Frazier Lanier Company. "United States Government Obligations" means direct obligations of, or obligations the payment of the principal of and interest on which are fully guaranteed by, the United States of America. 12 Packet Pg. 38  "Written Request" means with reference to the Issuer, a request in writing signed by the Chairman or Vice Chairman of the Board of County Commissioners of the Issuer and with reference to the Borrower means a request in writing signed by the President of the Borrower or any other officers designated in writing by the Issuer or the Borrower, as the case may be. "Written Requests" to requisition amounts deposited in the Expense Fund or Project Fund shall be in substantially the form of EXHIBIT B hereto. Words of the feminine gender shall be deemed and construed to include correlative words of the masculine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural and vice versa. Headings of articles and sections herein and the table of contents hereof are solely for the convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import refer to this Bond Indenture as a whole and not to any particular Article, Section or other subdivision unless the context indicates otherwise. 13 Packet Pg. 39  ARTICLE II THE BONDS SECTION 2.1. AUTHORIZED AMOUNT OF BONDS. No Bonds may be issued under the provisions of this Bond Indenture except in accordance with this Article. The Series 2014 Bonds shall be issued in the initial aggregate principal amount of $_________. The Issuer may authorize (but shall not be required to), sell and deliver one or more series of Additional Bonds for the purposes provided herein upon satisfaction of the conditions and in the manner provided herein and in the Loan Agreement. SECTION 2.2. ISSUANCE OF SERIES 2014 BONDS; ADDITIONAL BONDS. (a) The Series 2014A Bonds shall be designated "Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014A (Auburn Water System, Inc. Project)." The Series 2014B Bonds shall be designated "Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014B (Auburn Water System, Inc. Project)." The Series 2014 Bonds shall be issuable as fully registered Bonds in Authorized Denominations. Unless the Issuer shall otherwise direct, the Series 2014 Bonds shall be numbered from R-1 upward, with appropriate series designations. Interest on the Series 2014 Bonds shall be payable on each Interest Payment Date applicable thereto. Each Series 2014 Bond shall be dated as of the most recent Interest Payment Date to which interest has been duly paid or provided for next preceding its date of issue, unless issued on an Interest Payment Date on which interest has been paid or provided for, in which event it shall be dated as of such Interest Payment Date or, if issued prior to the first Interest Payment Date on which interest is paid, it shall be dated the original date of issue. (b) The Series 2014A Bonds shall mature on _______ 1, in the years and in the principal amounts as follows, and bear interest at the rates per annum set forth below: Year Principal ( 1) Amount Interest Rate (c) The Series 2014B Bonds shall mature on ________, in the years and in the principal amounts as follows, and bear interest at the rates per annum set forth below: Year Principal ( 1) Amount Interest Rate (d) Interest on the Series 2014 Bonds shall be calculated on the basis of a 360 day year consisting of twelve (12), thirty (30) day months. 14 Packet Pg. 40  (e) The principal of and premium, if any, on the Series 2014 Bonds shall be payable upon presentation and surrender thereof at the designated corporate office of the Bond Trustee, or its successor in trust. Payment of principal of, premium, if any, and interest on the Series 2014 Bonds shall be payable in any currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. (f) Interest payments on a Series 2014 Bond (other than with respect to Defaulted Interest) shall be made to the registered owner thereof appearing on the Bond Register as of the close of business of the Bond Registrar on the Record Date; provided, however, that such payments shall be payable by check or draft of the Bond Trustee mailed on the Interest Payment Date to such registered owner at the address of such owner as it appears on the Bond Register or at such other address furnished in writing by such registered owner to the Bond Trustee or to any owner of $1,000,000 or more in aggregate principal amount of Series 2014 Bonds as of the close of business of the Bond Trustee on the Record Date for a particular Interest Payment Date, by wire transfer sent on the Interest Payment Date, to such owner. The foregoing notwithstanding, Defaulted Interest shall be payable as provided in (g) below. (g) Defaulted Interest with respect to any Series 2014 Bond shall cease to be payable to the holder of such Series 2014 Bond on the relevant Record Date and shall be payable to the holder in whose name such Series 2014 Bond is registered at the close of business on the Special Record Date for the payment of such Defaulted Interest, which Special Record Date shall be fixed in the following manner. The Borrower shall notify the Bond Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Series 2014 Bond and the date of the proposed payment (which date shall be such as will enable the Bond Trustee to comply with the second sentence hereafter), and shall deposit with the Bond Trustee at the time of such notice an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Bond Trustee for such deposit prior to the date of the proposed payment. Money deposited with the Bond Trustee shall be held in trust for the benefit of the holders of the Series 2014 Bonds entitled to such Defaulted Interest as provided in this Section. Following receipt of such funds, the Bond Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Bond Trustee of the notice of the proposed payment. The Bond Trustee shall promptly notify the Borrower of such Special Record Date and, in the name and at the expense of the Borrower, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, not less than 10 days prior to such Special Record Date, to each holder of a Bond at the address of such holder as it appears on the Bond Register. (h) At the request of the Borrower and upon compliance by the Borrower with the requirements of the Loan Agreement with respect to the issuance or incurrence of Additional Indebtedness, the Issuer may (but shall not be required to) issue Additional Bonds from time to time for any purpose or combination of purposes permitted under the Act or other laws of the State. Those Additional Bonds shall be on a parity with the Series 2014 Bonds and any Additional Bonds issued and outstanding at the time or thereafter under this Bond Indenture. The terms and conditions of such Additional Bonds shall be set forth in a Supplemental Indenture in accordance with Section 9.1 hereof. 15 Packet Pg. 41  SECTION 2.3. EXECUTION; LIMITED OBLIGATION; NO LIABILITY OF STATE. The Bonds shall be executed on behalf of the Issuer by the facsimile or manual signature of the Chairman or Vice Chairman of its Board of County Commissioners and the Clerk or a Deputy Clerk (or such other officer or official as may be designated by the Issuer) and shall have impressed or printed manually or by facsimile thereon the corporate seal of the Issuer. The facsimile signatures of said Persons shall have the same force and effect as if such Persons had manually signed each of said Bonds. In case any officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such Person had remained in office until delivery. The principal of, premium, if any, and interest on the Bonds shall be special and limited obligations of the Issuer payable solely from amounts payable under the Loan Agreement (except for Unassigned Rights and except to the extent paid out of moneys attributable to Bond proceeds or the income from the temporary investment thereof and, under certain circumstances, proceeds from insurance and condemnation awards) and shall be a valid claim of the respective holders thereof only against the funds established under this Bond Indenture and other moneys held by the Bond Trustee for the benefit of the Bonds and the payments due or to become due upon or under the Loan Agreement (except for Unassigned Rights), all of which are hereby assigned and pledged hereunder for the equal and ratable payment of the Bonds and shall be used for no other purpose than to pay the principal of, premium, if any, and interest on the Bonds, except as may be otherwise expressly authorized in this Bond Indenture. The principal of, premium, if any, and interest on the Bonds do not constitute a debt or liability of the State or of any agency or political subdivision thereof, other than a special and limited obligation of the Issuer within the meaning of the Act, or a pledge of the faith and credit of the State or any agency or political subdivision thereof, but shall be payable solely from the funds pledged therefor in accordance with this Bond Indenture. The issuance of the Bonds under the provisions of the Act does not, directly, indirectly or contingently, obligate the Issuer, the State or any agency or political subdivision thereof to levy any form of taxation for the payment thereof or to make any appropriation for their payment and the Bonds and the interest payable thereon do not now and shall never constitute a