Okaloosa County BOCC — November 5, 2013 — Resolution — reading text

escrow agent (the "Escrow Agent") under an Escrow Deposit Agreement (the "Escrow Deposit Agreement") to be entered into between the Issuer and the Escrow Agent. The Chairman and Clerk are hereby authorized to enter into the Escrow Deposit Agreement in substantially the form attached to this Resolution as Exhibit "B" and incorporated herein by reference, with such changes, modifications, additions and deletions as approved by the Chairman and Clerk, approval to be presumed by their execution thereof. SECTION 9. NO PERSONAL LIABILITY. No representation, statement, covenant, warranty, stipulation, obligation or agreement herein contained, or contained in the 2013 Bond or the documents referred to herein or any certificate or other instrument to be executed on behalf of the Issuer in connection with the issuance of the 2013 Bond, shall be deemed to be a representation, statement, covenant, warranty, stipulation, obligation or agreement of any member, officer, employee or agent of the Issuer in his or her individual capacity, and none of the foregoing persons nor any officer of the Issuer executing the 2013 Bond or any document referred to herein or any certificate or other instrument to be executed in connection with the issuance of the 2013 Bond shall be liable personally thereon, or be subject to any personal liability or accountability by reason of the execution or delivery thereof. SECTION 10. NO THIRD PARTY BENEFICIARIES. Except as otherwise expressly provided herein, in the 2013 Bond or in the documents referred to herein, nothing in this Resolution, the 2013 Bond or the documents, express or implied, is intended or shall be construed to confer upon any person, firm, corporation or other organization, other than the Issuer, the Trustee and the Original Purchaser (and subsequent holders from time to time) of the 2013 Bond any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision hereof, or of the 2013 Bond or the documents, all provisions hereof and thereof being intended to be and being for the sole and exclusive benefit of the Issuer, the Trustee and the Original Purchaser (and subsequent holders from time to time) of the 2013 Bond. SECTION 11. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, 5 agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions hereof or of the 2013 Bond. The Issuer's prior resolution adopted October 15, 2013 with respect to the refunding of the Refunded Indebtedness, is hereby restated, amended and superseded in its entirety. SECTION 12. REPEALING CLAUSE. All resolutions or parts thereof in conflict with the provisions herein contained are, to the extent of such conflict, hereby superseded and repealed. PASSED, APPROVED AND ADOPTED this 17" day of December, 2013. BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA By: Chairman, Board of County Commissioners Attest: By: Clerk of the Circuit Court and ex officio Clerk, Board of County Commissioners EXHIBIT "A" THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE To MASTER INDENTURE OF TRUST | Between OKALOOSA COUNTY, FLORIDA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., As Successor Trustee Securing $8,950,000 Airport Revenue Refunding Bond, Series 2013 Dated as of December 1, 2013 Exhibit A . THIS THIRD SUPPLEMENTAL INDENTURE, made and entered into as of the first day of December, 2013, by and between OKALOOSA COUNTY, FLORIDA (the "Issuer"), a political subdivision of the State of Florida, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association having a designated office in Jacksonville, Florida, as Trustee (the "Trustee"), WITNESSETH WHEREAS, pursuant to the Act, as herein defined, the Issuer is authorized to issue its revenue bonds for the purpose of financing the Cost of Airport Facilities, within the meaning of the Act and as defined below; and WHEREAS, the Issuer has entered into a Master Indenture of Trust, dated as of May 1, 2003 (the "Master Indenture") with JPMorgan Chase Bank, as predecessor Trustee, pursuant to which the Issuer intends to issue its airport revenue bond to provide funds to refund the Issuer's Airport Revenue Bonds, Series 2003, and certain other indebtedness, and to finance a portion of the related costs of issuing said bond; and WHEREAS, said bond will be issued pursuant to a Supplemental Indenture which will provide for the terms for the bond; and WHEREAS, the Issuer by this Third Supplemental Indenture intends to issue its Airport Revenue Refunding Bond, Series 2013 (AMT) (the "2013 Bond") pursuant to the Master Indenture; and WHEREAS, the Trustee agrees to accept and administer the trusts created hereby; NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: In consideration of the premises, the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the 2013 Bond by the Holder thereof, and for the purpose of fixing and declaring the general terms and conditions upon which the 2013 Bond is to be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become Holders thereof, the Issuer and the Trustee agree as follows: ARTICLE I DEFINITIONS Section 101 Definitions. Unless the context otherwise requires, the capitalized terms used in this Third Supplemental Indenture shall have the meanings specified in this Section. Capitalized terms not otherwise defined in this Section shall have the meanings specified in the Master Indenture. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Authenticating Agent" for the 2013 Bond shall mean the Trustee. 1 "Indenture" means, collectively, the Master. Indenture,. First Supplemental Indenture, Second Supplemental Indenture and this Third Supplemental Indenture. "Loan" shall mean the Issuer's outstanding obligations under that certain Loan Agreement (Airport Revenues) among the Florida Local Government Finance Commission, JPMorgan Chase Bank and the Issuer dated as of December 4, 2012, as the same may be modified or amended from time to time. "Master Indenture" means the Master Indenture of Trust between the Issuer and the Trustee, dated as of August 1, 2003, securing Airport Revenue Bonds of the Issuer. "Maturity Date" means, with respect to the 2013 Bond, October 1, 2028. "PFC Debt Service", as to the 2013 Bond, shall mean the sum of the amounts required to be deposited into the 2013 Interest Account, 2013 Principal Account and 2013 Redemption Account during any period pursuant to Section 611(ii) of the Master Indenture, multiplied by the PFC Debt Service Percentage. "PFC Debt Service Percentage" shall mean that percentage determined by dividing the total Costs of the PFC Eligible Projects funded from proceeds of the Series 2003 Bonds and the Refunded Indebtedness by the total Costs of the Prior Projects funded from proceeds of the Series 2003 Bonds and the Refunded Indebtedness. "PFC Eligible Projects" shall mean those components of the Prior Projects the Costs of which are eligible to be paid from PFC Revenues pursuant to the PFC Act, the PFC Regulations and the PFC Approvals. "PFC Revenues", for purposes of this Third Supplemental Indenture, means revenues derived from the Passenger Facility Charge imposed by the County and approved by the Federal Aviation Administration in a Record of Decision dated October 5, 2000, as amended, increased and approved by the Federal Aviation Administration on March 28, 2002, and as further amended from time to time. "Prior Projects" shall mean the renovation and expansion of the NW Florida Regional Airport apron and taxing system, the expansion of the NW Florida Regional Airport's access and parking system and the demolition and reconstruction of the NW Florida Regional Airport's terminal facilities, and construction of approximately 4,000 square foot maintenance facility at NW Florida Regional Airport, rehabilitation of approximately 8,000 feet of runway 17/35 at Bob Sikes Airport, additions to and improvements of a security building at NW Florida Regional Airport, and capital improvements to the runway at Destin/Fort Walton Beach Airport, including overlay. "Refunded Indebtedness" means (a) the Series 2003 Bonds, and (b) the Loan. "Series 2003 Bonds" means the Issuer’s Airport Revenue Bonds, Series 2003. 2 "2013 Bond" means the Issuer's Airport Revenue Refunding Bond, Series 2013 (AMT), authorized to be issued pursuant hereto. "2013 Original Purchaser" means Compass Mortgage Corporation, as purchaser of the 2013 Bond. "2013 Debt Service Reserve Fund Requirement" shall mean $0. "2013 PFC Coverage Amount" means 25% of the PFC Debt Service on the 2013 Bond during any Fiscal Year. "2013 Subaccounts" means, collectively, the separate accounts established and maintained pursuant to the provisions of this Third Supplemental Indenture for the benefit of the Holders from time to time of the 2013 Bond. ARTICLE I REFUNDING AND 2013 BOND Section 201. Authorization of Refunding of the Series 2003 Bonds and Retirement of the Loan. The Board hereby specifically authorizes the refunding of the Refunded Indebtedness, and ratifies and affirms all actions previously taken in furtherance of refunding the Refunded Indebtedness. Section 202. Authorization of the 2013 Bond. Subject and pursuant to the provisions of this Third Supplemental Indenture and the Master Indenture, an obligation of the Issuer, to be known as its "Airport Revenue Refunding Bond, Series 2013 (AMT)" is hereby authorized to be issued in the aggregate principal amount of $8,950,000 for the purpose of refunding the Refunded Indebtedness and paying certain costs of issuance. Section 203. Description of the 2013 Bond. (a) The 2013 Bond shall be a Fixed Rate Bond under the Master Indenture and shall be issued as a Tax Exempt Bond under the Master Indenture. The 2013 Bond shall be numbered R-1; shall be issued as a single bond in the amount of $8,950,000; shall be in fully-registered form; shall be dated as of its date of delivery; and shall bear interest at the rate of 3.15% per annum, payable on April 1, 2014 and on each April 1 and October 1 thereafter. Principal on the 2013 Bond shall be payable on October 1, 2014 and annually thereafter in the amounts set forth below on October 1 of each year, through and including October 1, 2028: Date (October 1) Principal 2014 $315,000 2015 505,000 2016 515,000 2017 530,000 2018 550,000 2019 565,000 2020 585,000 2021 595,000 2022 625,000 2023 640,000 2024 665,000 2025 680,000 2026 705,000 2027 725,000 2028 750,000 The Issuer also agrees to pay to the 2013 Bondholder a late charge on any scheduled payment of principal of and, to the extent legally enforceable, interest on, the 2013 Bond that shall not have been paid by the tenth (10") day following the date such scheduled payment is due 4 and payable, in-an amount equal to five percent (5%)-of such scheduled payment.. The fee is not a penalty, but liquidated damages to defray administrative and related expenses due to such late payment. The fee shall be immediately due and payable and shall be paid by the Issuer to the 2013 Bondholder without notice or demand. This provision for a fee is not and shall not be deemed a grace period, and the 2013 Bondholder has no obligation to accept a late payment. Further, the acceptance of a late payment shall not