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

constitute a waiver of any default then existing or thereafter arising under the 2013 Bond. The foregoing right to a late charge is in addition to, and not in limitation of, any other rights which the 2013 Bondholder may have upon the Issuer’s failure to make a timely payment. (b) Interest will be payable by check or draft mailed to the Holder of the 2013 Bond at the address shown on the registration books kept by the Registrar at the close of the business on the fifteenth (15th) day of the calendar month, whether or not a Business Day, next preceding such Interest Payment Date (the "Regular Record Date"). (c) In the event of a final determination by the United States Treasury that the interest income on the 2013 Bond is not excluded from gross income under Section 103 of the Code, the 2013 Bond will become immediately due and payable, or, at the option of the 2013 Bondholder remain outstanding and bear interest at a rate adjusted to indemnify the 2013 Bondholder for the additional tax cost in an amount necessary to give to the 2013 Bondholder an after tax yield equal to the loan yield before the tax determination. If any adjustments made to the interest rate on the 2013 Bond pursuant to the terms of this Section shall cause such interest rate to be in violation of the maximum interest rate provisions of Section 215.84, Florida Statutes, the 2013 Bond shall be subject to mandatory redemption within 30 days thereof, upon notice from the 2013 Bondholder or its assigns to redeem the 2013 Bond. Section 204. Redemption of the 2013 Bond. The 2013 Bond shall be subject to redemption at such times in the manner and at such prices, as provided herein. (a) The 2013 Bond is subject to mandatory redemption prior to maturity as described in Section 203(c) hereof, at a Redemption Price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date. (b) The 2013 Bond shall be subject to optional redemption prior to maturity commencing October 2, 2023, and on any date thereafter, in whole or in part, in minimum amounts of $5,000 or any integral multiple thereof, at a price equal to the principal amount thereof, plus interest accrued to the redemption date. (c) The 2013 Bond is also subject to optional redemption prior to maturity up to and including October 1, 2023, in whole or in part, in minimum amounts of $5,000 or any integral multiple thereof, on each interest payment date. If the Issuer makes any such prepayment during such period, the Issuer shall pay to the 2013 Bondholder a prepayment premium equal to the following: -- The Annual Yield Differential. multiplied. by the Percent Being Prepaid, multiplied by. the Average Remaining Outstanding Principal Amount of the 2013 Bond prepaid, multiplied by the number of days from the date the 2013 Bondholder received the prepayment through the final maturity date of the 2013 Bond, divided by 360, where for purposes of this calculation: "Annual Yield Differential" means the difference (but not less than zero) between the U.S. Treasury yield (from the Federal Reserve daily H.15 report) for a U.S. Treasury security having a maturity closest to the Maturity Date, at the Closing Date of the 2013 Bond, and the U.S. Treasury yield (from the Federal Reserve daily H.15 report) for a U.S. Treasury security having a maturity closest to the Maturity Date, at the prepayment date. "Average Remaining Outstanding Principal Amount" means the simple average of the existing principal of the 2013 Bond as of the prepayment date and the principal amount of the 2013 Bond as of the Maturity Date. "Percent Being Prepaid" means the amount determined by dividing the principal amount being prepaid by the principal amount of the 2013 Bond as of the prepayment date. The prepayment fee shall be applicable to any prepayments made by the Issuer that are in addition to the scheduled amortization on the 2013 Bond during the period on and prior to October 1, 2023. Effect of Call for Redemption. On the date designated for redemption by notice, the 2013 Bond so called for redemption shall become and be due and payable at the redemption price provided for redemption of such 2013 Bond on such date. If on the date fixed for redemption moneys for payment of the redemption price and accrued interest are held by the Paying Agent, interest on such 2013 Bond so called for redemption shall cease to accrue, such 2013 Bond shall cease to be entitled to any benefit or security under the Indenture except the right to receive payment from moneys held therefor by the Paying Agent, and the amount of such 2013 Bond so called for redemption shall be deemed paid and no longer Outstanding. Redemption in Part. Upon the selection and call for redemption of, and the surrender of, the 2013 Bond for redemption in part only, the Issuer shall cause to be executed, authenticated and delivered to or upon the written order of the Holder thereof, at the expense of the Issuer, a new 2013 Bond in fully registered form, of like tenor and in an aggregate face amount equal to the unredeemed portion of the 2013 Bond surrendered. Conditional Notice of Redemption. Notice of redemption of the 2013 Bond may be conditional upon and made subject to the irrevocable deposit of sufficient funds to pay the redemption price after such notice is given and on or before the redemption date, provided such condition is expressly stated in the notice. __.. Section 205.. Form of 2013 Bond. The 2013 Bond shall be issued in the form attached_ - as Exhibit A hereto and by this reference made a part hereof. Section 206. Authentication of 2013 Bond. The Trustee as Authenticating Agent shall authenticate and deliver to the 2013 Original Purchaser the 2013 Bond upon receipt of a request from the Issuer and receipt of the items specified in Section 210(a), (b), (c) and (d) of the Master Indenture relating to the 2013 Bond and compliance with any other requirements in accordance with the Indenture. Section 207. Sources and Uses of Funds. The Issuer shall receive the funds from the sources and in the amounts specified in (a) below and shall apply them upon receipt as provided in (b) below. The Trustee shall apply the funds upon receipt as provided in (c) below. (a) Sources of Funds: $ (i) Purchase Price of 2013 Bond (ii) Reserve Account held for the 2003 Bonds Total Sources of Funds (b) Uses of Funds by the Issuer: (i) Payment of costs of issuance (ii) Payment for retirement of Loan Total Uses of Funds by Issuer $ (c) Uses of Funds by the Trustee: (i) Deposit to Escrow Deposit Account Total Uses of Funds by Trustee Total Uses of Funds by Issuer and Trustee Fas Se - ARTICLE Ss APPLICATION OF PROVISIONS OF MASTER INDENTURE Section 301. Application of Provisions of the Master Indenture. The 2013 Bond shall for all purposes be considered to be a Bond issued under the authority of the Master Indenture and shall be entitled to all the protection and security provided therein for Bonds. The covenants and pledges contained in the Master Indenture shall be applicable to the 2013 Bond herein authorized. Section 302, Security for 2013 Bond. The 2013 Bond shall be payable solely from and secured by a pledge of and lien on: (a) The Trust Estate, on a parity with any Additional Bonds which may be issued under the Master Indenture; and (b) The Pledged PFC Revenues upon deposit in the 2013 Pledged PFC Account and the 2013 PFC Coverage Subaccount under Article V of this Third Supplemental Indenture. All of such pledges and liens shall be subject to Section 701 of the Master Indenture. Section 303. 2013 Accounts. There are hereby created and established in the Funds and Accounts created and established pursuant to Sections 501 and 601 of the Master Indenture the following Series Accounts: (1) in the Bond Fund, a 2013 Interest Account, a 2013 Principal Account, and a 2013 Redemption Account; (2) in the Passenger Facility Charge Fund, the accounts and subaccounts described in Section 501 hereof; and (3) inthe Rebate Fund a 2013 Rebate Account. Section 304. Rebate Covenants. The Issuer covenants to calculate, as frequently as required under the Code, amounts required under Section 148 of the Code to be rebated to the U.S. Treasury Department, to furnish to the Trustee the results of such calculations, and pay to the Trustee for deposit into the 2013 Rebate Account the amounts shown by such calculations, accompanied by completed forms for filing by the Trustee with the U.S. Treasury Department. The Trustee shall file such forms, accompanied by such required payment, but solely from money in the 2013 Rebate Account. _ ARTICLE IV. RESERVED - -- ARTICLEV.-.. --- -- -.--.- .--. --- = --- PLEDGED PASSENGER FACILITY CHARGE Section 501. 2013 Pledged PFC Account; 2013 PFC Project Account. There are hereby created and established in the Passenger Facility Charge Fund a 2013 Pledged PFC Account and a 2013 PFC Coverage Subaccount therein, each to be held by the Issuer, pursuant to Section 501 of the Master Indenture. Monies in the 2013 Pledged PFC Account shall constitute Pledged PFC Revenues and are hereby pledged to secure the payment of the Principal Amount of, Redemption Premium, if any, and Interest on the 2013 Bond. Section 502. Application of Monies in Passenger Facility Charge Fund. (a) So long as the 2013 Bond remains Outstanding, PFC Revenues shall be transferred upon receipt in the Passenger Facility Charge Fund: (1) into the 2013 Pledged PFC Account until, in each month, the amount on deposit in the 2013 Pledged PFC Account equals the PFC Debt Service on the 2013 Bond for such month; and (2) into the 2013 PFC Coverage Subaccount in the amount necessary to maintain therein the 2013 PFC Coverage Amount. (b) PFC Revenue in the Passenger Facility Charge Fund in excess of the amount required to be transferred to the 2013 Pledged PFC Account and the 2013 PFC Coverage Subaccount shall remain in the Passenger Facility Charge Fund, and shall be invested pursuant to Section 612 of the Master Indenture until the 2013 Bond no longer remains Outstanding. (c) While the 2013 Bond remains Outstanding, the Issuer may utilize surplus funds in the Passenger Facility Charge Fund (i) to pledge to secure and to pay any additional Bonds or Subordinated Indebtedness, or (ii) for such capital projects related to the Airports on a pay-as- you-go basis or other purposes as may be authorized from time to time by the Board and as are authorized by the PFC Act, PFC Regulations and PFC Approvals, provided that, in either case described in (i) or (ii), the Issuer shall first file a certificate with the Trustee stating that no Event of Default or an event which, with the passage of time on the giving of notice, would constitute an Event of Default exists as of the date of the certificate. (d) After the 2013 Bond is no longer Outstanding, the remaining monies in the Passenger Facility Charge Fund, if not provided for in any other Supplemental Indenture, may be utilized for such capital projects related to the Airports on a pay-as-you-go basis or other purposes as may be authorized from time to time by the Board and as are authorized by the PFC Act, PFC Regulations and PFC Approvals. Section 503. Application of Monies in the 2013 Pledged PFC Account. No later than the same day in each month that monies are transferred from the Revenue Fund into the Bond 10 Fund pursuant to Section 611_of the Master Indenture, the Issuer shall transfer first, from the 2013 Pledged PFC Account, and second, if necessary from the 2013 PFC Coverage Subaccount therein, an amount equal to the PFC Debt Service for such month on the 2013 Bond to the Trustee for deposit into the 2013 Interest Account, 2013 Principal Account and 2013 Redemption Account for payment of each Account's share of the PFC Debt Service. Section 504. Covenants to Maintain PFC Revenue. The Issuer covenants to do all things necessary on its part to