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

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  (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  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 debt of the Issuer, the State or any agency or political subdivision thereof within the meaning of the Constitution or the statutes of the State, and do not now and shall never constitute a charge against the credit or taxing power of the Issuer, the State or any agency or political subdivision thereof. Neither the Issuer, the State nor any political subdivision or agency thereof shall in any event be liable for the payment of the principal of, redemption 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 Borrower. No breach by the Issuer of any such pledge, obligation or agreement may impose any liability, pecuniary or otherwise, upon the State or any agency or political subdivision thereof or any charge upon its or their general credit or against its or their taxing power. SECTION 2.4. AUTHENTICATION. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Indenture unless and until a certificate of authentication on such Bond substantially in the form set forth in EXHIBIT A shall 16 have been duly executed by the Bond Trustee, and such executed certificate of the Bond Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Bond Indenture. The Bond Trustee's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized signatory of the Bond Trustee but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds issued hereunder. SECTION 2.5. FORM OF BONDS AND TEMPORARY BONDS. The Bonds shall be substantially in the form set forth in EXHIBIT A hereto with such appropriate variations, omissions and insertions as are permitted or required by this Bond Indenture or deemed necessary by the Bond Trustee, Bond Counsel and the Issuer. The Bonds may be initially issued in temporary form, exchangeable for definitive Bonds when ready for delivery. The temporary Bonds shall be of such denomination or denominations as may be determined by the Issuer, and may contain such reference to any of the provisions of this Bond Indenture as may be appropriate. Every temporary Bond shall be executed by the Issuer and be authenticated by the Bond Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. If the Issuer issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds may be surrendered for cancellation in exchange therefor at the designated corporate trust office of the Bond Trustee, and the Bond Trustee shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Bond Indenture as definitive Bonds authenticated and delivered hereunder. SECTION 2.6. DELIVERY OF SERIES 2014 BONDS. Upon the execution and delivery of this Bond Indenture, the Issuer shall execute and deliver to the Bond Trustee and the Bond Trustee shall authenticate the Series 2014A Bonds to be issued in the initial aggregate principal amount of $________ and the Series 2014B Bonds in the initial aggregate principal amount of $________, and the Bond Trustee shall deliver them to the Purchaser through the DTC system as may be directed by the Underwriter. Prior to the delivery by the Bond Trustee of any of the Series 2014 Bonds, there shall be filed with or delivered to the Bond Trustee and the Issuer: (a) a copy, duly certified by the Chairman or Vice Chairman of the Board of County Commissioners or the Clerk or any Deputy Clerk of the Issuer, of the resolution(s) adopted and approved by the Issuer authorizing the execution and delivery of the Loan Agreement, the Tax Exemption Agreement, the Purchase Contract and this Bond Indenture and the issuance and sale of the Series 2014 Bonds; (b) a certified copy of a letter from the Division of Bond Finance of the State of Florida providing sufficient private activity bond allocation in the amount of the Series 2014A Bonds; (c) a copy, duly certified by the Secretary or other designee of the Borrower, of the resolutions adopted and approved by the Borrower authorizing the execution and delivery of the 17 Loan Agreement, the Official Statement, the