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

- U.S. government guaranteed public housing notes and bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 9  2. Student Loan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations 3. Resolution Funding Corp. (REFCORP) obligations 4. Farm Credit System Consolidated system-wide bonds and notes D. Money market funds which may be managed or advised by the Bond Trustee or affiliates registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by Standard & Poor's of AAAm-G; AAA-m; or AA-m and if rated by Moody=s rated Aaa, Aa1 or Aa2 and that are invested only in Qualified Investments. E. Certificates of deposit secured at all times by collateral described in A. and/or B. above. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral. F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF. G. Debt obligations of any U.S. corporation or trust, which obligations are rated by at least two nationally recognized rating agencies in one of the three highest rating categories, or commercial paper of same rated by at least two nationally recognized rating agencies in the highest rating category at the time of purchase (without incorporating refinements or gradation of rating category by numerical modifier or otherwise). H. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A- 1" or better by S&P. I. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two highest rating categories at the time of purchase. J. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P. K. Repurchase Agreements must follow the following criteria: 1. Repos must be between the municipal entity and a dealer bank or securities firm a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor's and Moody's, or b. Banks rated "A" or above by Standard & Poor's and Moody's. 10  2. The written repo contract must include the following: a. Securities which are acceptable for transfer are: (l) Direct U.S. governments, or (2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) b. The term of the repo may be up to 30 days c. The collateral must be delivered to the municipal entity, trustee (if trustee is not supplying the collateral) or third party acting as agent for the trustee (if the trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d. Valuation of Collateral (l) The securities must be valued weekly, market-to-market at current market price plus accrued interest (a) The value of collateral must be equal to 104% of the amount of cash transferred by the municipal entity to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by municipality, then additional cash and/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. 3. Legal opinion which must be delivered to the Borrower to the effect that the repo meets guidelines under state law for legal investment of public funds. Rating categories when referred to herein shall be without regard to gradations within such categories, such as "plus" or "minus." "Rating Agency" means, as applicable, Moody's, Standard & Poor's and Fitch, or their respective successors and assigns. "Rebate Fund" means the fund by that name created by the Tax Exemption Agreement. "Record Date" means the fifteenth day (whether or not a Business Day) next preceding an Interest Payment Date therefor. "Redemption Fund" means the fund by that name created in Section 4.3 hereof. 11  "Refunded Indebtedness" means the mortgage loans previously entered into by the Borrower dated November 12, 1992, September 1, 1997 and February 1, 2002, in the aggregate principal amount of $_________. "Representation Letter" means the Blanket Issuer Letter of Representations dated ___________, 2014, from the Issuer to DTC. "Series 2014 Bonds" means, collectively, the Series 2014A Bonds and Series 2014B Bonds. "Series 2014A Bonds" means the $__________ aggregate principal amount of Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014A (Auburn Water System, Inc. Project) authorized to be issued by the Issuer pursuant to the terms and conditions of Section 2.2 hereof. "Series 2014B Bonds" means the $________ aggregate principal amount of Okaloosa County, Florida Utilities System Revenue Bonds, Series 2014B (Auburn Water System, Inc. Project) authorized to be issued by the Issuer pursuant to the terms and conditions of Section 2.2 hereof. "Special Record Date" means the date fixed by the Bond Trustee pursuant to Section 2.2 hereof for the payment of Defaulted Interest. "Standard & Poor's" or "S&P" means Standard & Poor's, a division of the McGraw- Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Standard & Poor's" shall be deemed to refer to any other nationally recognized securities rating agency which has been designated by the Borrower by notice to the Bond Trustee and the Issuer. "State" means the State of Florida. "System" means the water production and distribution system operated by the Borrower. "Tax Exemption Agreement" means the Tax Exemption Agreement and Certificate relating 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  "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  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