Okaloosa County BOCC — April 1, 2014 — Bond Trust Indenture.2BL — reading text

CONSTITUTION OR THE STATUTES OF THE STATE AND DO NOT NOW AND SHALL NEVER CONSTITUTE A CHARGE AGAINST THE A-2 CREDIT OR TAXING POWER OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF. THE STATE SHALL NOT IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER WHICH MAY BE UNDERTAKEN BY THE ISSUER. THIS SERIES ____ BOND AND THE OTHER BONDS, AND THE INTEREST AND PREMIUM, IF ANY, PAYABLE HEREON AND THEREON, ARE LIMITED OBLIGATIONS OF THE ISSUER AND ARE PAYABLE SOLELY (i) FROM PAYMENTS OR PREPAYMENTS TO BE MADE UNDER THE LOAN AGREEMENT, (ii) FROM CERTAIN MONEYS HELD BY THE BOND TRUSTEE UNDER THE BOND INDENTURE, AND (iii) FROM THE INCOME FROM THE TEMPORARY INVESTMENT OF ANY OF THE FOREGOING. This Series ____ Bond is registered on the Bond Register and may be transferred by the registered owner hereof at the written request of such registered owner in person or by his duly authorized attorney, but only in the manner, subject to the limitations and upon the payment of the charges provided in the Bond Indenture, and upon surrender and cancellation of this Series ____ Bond. Upon such transfer, a new fully registered bond or bonds of the same Subseries and maturity and of authorized denominations for the same aggregate principal amount shall be issued to the transferee in exchange therefor. The person in whose name this Series ____ Bond is registered shall be deemed and regarded as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal, premium, if any, and interest due hereon and for all other purposes, and neither the Issuer nor the Bond Trustee shall be affected by any notice to the contrary. If any Bond is transferred or exchanged on the Bond Register by the Bond Trustee after notice of the optional redemption of such Bond has been given, the Bond Trustee shall attach a copy of such notice to the Bond issued in connection with such transfer or exchange. The Bonds are issuable only as registered Bonds in Authorized Denominations of $5,000 and any integral multiple in excess thereof. Redemption Mandatory Sinking Fund Redemptions Without Premium. The Bonds shall be subject to mandatory redemption and payment prior to maturity at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, without premium. Pursuant to Section 4.2 of the Loan Agreement, the Borrower shall deposit in the Bond Sinking Fund a sum that, together with all amounts then on deposit in the Bond Sinking Fund and then available for the redemption of the Bonds, shall be sufficient to redeem (after credit as provided below) the following principal amounts of Bonds on the following sinking fund payment dates: A-3  ________ 1 Principal of the Year Amount *Final Maturity On or before the thirtieth (30th) day prior to any sinking fund payment date, the Bond Trustee shall proceed to select for redemption (by lot in such manner as the Bond Trustee may determine), from all Outstanding Bonds subject to mandatory sinking fund redemption on such date, an aggregate principal amount of such Bonds equal to the amount required to be on deposit in the Bond Sinking Fund with respect to such Bonds on such sinking fund payment date, and shall call such Bonds or portions thereof in Authorized Denominations for redemption from the sinking fund on such sinking fund payment date and give notice of such call. At the option of the Borrower, to be exercised by delivery of a Written Request of the Borrower to the Bond Trustee on or before the sixtieth (60th) day next preceding any sinking fund payment date, it may (i) deliver to the Bond Trustee for cancellation Bonds or portions thereof in Authorized Denominations of the maturity relating to such sinking fund payment date in any aggregate principal amount desired by the Borrower, or (ii) specify a principal amount of Bonds or portions thereof in Authorized Denominations or the maturity relating to such sinking fund payment date which prior to said date have been purchased or redeemed (otherwise than through the operation of the Sinking Fund) and cancelled by the Bond Trustee at the request of the Borrower and not theretofore applied as a credit against any sinking fund payment. Each such Bond or portion thereof so delivered or previously redeemed shall be credited by the Bond Trustee at one hundred percent (100%) of the principal amount thereof against the obligation of the Issuer on such sinking fund payment date with respect to Bonds of such maturity. Any excess shall be credited against the next sinking fund payment relating to the Bonds of such maturity. In the event the Borrower shall avail itself of the provisions of clause (i) of the second sentence of this paragraph, the Written Request shall be accompanied by the Bonds or portions thereof to be cancelled. Optional Redemption. This Series ____ Bond is not redeemable at the option of the Borrower or the Issuer [prior to maturity] [prior to _______ 1, ____]. This Series ____ Bond may be redeemed in whole or in part at the option of the Issuer (upon the direction of the Borrower on any date on or after _______ 1, ____ at a redemption price equal to ____% of the principal amount redeemed plus accrued interest to the redemption date. Any Bonds which are Borrower Bonds are subject to redemption in whole or in part (in an Authorized Denomination) prior to their Maturity Date at the option of the Issuer upon direction of the Borrower out of amounts deposited in the Redemption Fund by the Borrower, in whole or in part (and if in part, in an Authorized Denomination) on any Business Day while such A-4 Bonds are Borrower Bonds at a redemption price equal to 100% of the principal amount thereof plus accrued interest, if any, to the redemption date. [INSERT ADDITIONAL REDEMPTION PROVISIONS] Purchase in Lieu of Redemption. In lieu of an optional redemption and cancellation of Bonds, Bonds may be purchased by the Borrower for its own account and either (i) cancelled, or (ii) remarketed. Notice and selection of Bonds being purchased pursuant to the provisions of Section 5.3 of the Bond Indenture shall be given/selected in the same manner as the notice and selection of Bonds called for optional redemption; provided, that the notice provided for in Section 5.4 of the Bond Indenture shall be modified as necessary to reflect a purchase in lieu of redemption. Notice of Redemption. Except as hereinafter provided, a copy of the notice of the call for any such redemption identifying the Bonds to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed at their addresses as shown on the Bond Register not less than 30 days prior to the redemption date. Except for mandatory Bond Sinking Fund redemptions, prior to the date that the redemption notice is first given as aforesaid, funds shall be placed with the Bond Trustee to pay such Bonds, any premium thereon and accrued interest thereon to the redemption date, or such notice shall state that any redemption is conditional on such funds being deposited with the Bond Trustee on the redemption date and that a failure to make such deposit shall not constitute an event of default under the Bond Indenture. Failure to give notice in the manner prescribed hereunder with respect to any Bond, or any defect in such notice, shall not affect the validity of the proceedings for redemption for any Bond with respect to which notice was properly given. Upon the happening of the above conditions and if sufficient moneys are on deposit with the Bond Trustee on the applicable redemption date to redeem the Bonds to be redeemed and to pay interest due thereon and premium, if any, the Bonds thus called shall not after the applicable redemption date bear interest, be protected by the Bond Indenture or be deemed to be outstanding under the provisions of the Bond Indenture. The Bond Trustee shall redeem, in the manner provided in the Bond Indenture, such an aggregate principal amount of such Bonds at the principal amount thereof plus accrued interest to the redemption date and unpaid thereon and premium, if any, as will exhaust as nearly as practicable such funds. At the direction of the Borrower, such funds may be invested in United States Government Obligations until needed for redemption payout. If any Bond is transferred or exchanged on the Bond Register by the Bond Registrar after notice has been given calling such Bond for redemption, the Bond Registrar will attach a copy of such notice to the Bond issued in connection with such transfer. Selection of Bonds. In the event that less than all of the Outstanding Bonds or portions thereof shall be redeemed, the maturities of the Bonds to be redeemed shall be designated by the Borrower and, if not so designated, the Bonds to be redeemed shall be redeemed in inverse order of maturity. If less than all Bonds or portions thereof of a single maturity are to be redeemed, they shall be selected by lot in such manner as the Bond Trustee may determine pursuant to the Bond Indenture. A-5  In case a Bond is of a denomination larger than an Authorized Denomination, a portion of such Bond may be redeemed, but Bonds shall be redeemed only in the principal amount of an Authorized Denomination each or any integral multiple thereof. Upon surrender of any Bond for redemption in part only, the Issuer shall execute and the Bond Trustee shall authenticate and deliver to the owner thereof, at the expense of the Borrower, a new Bond or Bonds of the same maturity of Authorized Denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. Except as otherwise provided in the Bond Indenture, on or before the Business Day prior to the redemption date specified in the notice of redemption, an amount of money which together with all amounts then on deposit in the Bond Sinking Fund or Redemption Fund, as appropriate and available for redemption of the Bonds shall be sufficient to redeem all Bonds called for redemption at the appropriate redemption price, including accrued interest to the date fixed for redemption, shall be paid to the Bond Trustee for deposit in the Bond Sinking Fund or Redemption Fund, as appropriate. On the redemption date the principal amount of each Bond to be redeemed, together with the accrued interest thereon to such date and redemption premium, if any, shall become due and payable; and from and after such date, notice having been given and the deposit having been made in accordance with the provisions of Article V of the Bond Indenture, then, notwithstanding that any Bonds called for redemption shall not have been surrendered, no further interest shall accrue on any such Bonds. From and after such date of redemption (such notice having been given and such deposit having been made), the Bonds to be redeemed shall not be deemed to be Outstanding, and the Issuer shall be under no further liability in respect thereof. All or any portion of the Bonds are subject to advance defeasance by depositing with the Bond Trustee cash and/or Government Obligations (as such term is defined in the Bond Indenture) in an amount, together with the income or increment to accrue thereon, without consideration of any reinvestment thereof, and any uninvested cash, sufficient to pay or redeem (when