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

continue the levy of the Passenger Facility Charge in compliance with the PFC Act and any successor provision of law and to diligently enforce collection of the Passenger Facility Charge. The Issuer will at all times comply with all of the requirements and conditions of the PFC Act, the PFC Regulations and the PFC Approvals, and take every necessary action to remain qualified to levy the Passenger Facility Charge and collect the PFC Revenues; and the Issuer will not take any action which will jeopardize eligibility for receipt of such funds which may adversely affect the undertakings provided in this instrument. The Issuer will not take any action or enter into any agreement which will have the effect of reducing the level of the Passenger Facility Charge received by the Issuer from that prevailing at the time the Issuer takes such action or enters into such agreement. Section 505. Compliance with PFC Act, PFC Regulations and PFC Approvals. The Issuer covenants that it will comply with all provisions of the PFC Act and the PFC Regulations applicable to it, and all provisions of the PFC Approvals, and that it will not take any action or omit to take any action with respect to the PFC Revenues and of the Airports or otherwise if such action or omission would, pursuant to the PFC Act, the PFC Regulations or the PFC Approvals, cause the termination of the authority to impose the Passenger Facility Charge or prevent the use of the PFC Revenues as contemplated by the Indenture and the PFC Approvals. The Issuer covenants that all moneys in the Passenger Facility Charge Fund and any other Fund or Account to which such PFC Revenues may be transferred will be used in compliance with all provisions of the PFC Act, the PFC Regulations and the PFC Approvals applicable to the Issuer and all provisions thereof. Without limiting the generality of the foregoing, the Issuer covenants that, to the extent necessary to comply with the foregoing covenant: (i) it (a) will impose the Passenger Facility Charge to the full extent authorized by the PFC Approvals, (b) will not unilaterally decrease the level of the Passenger Facility Charge to be collected from any passenger, (c) will unilaterally increase the total approved Passenger Facility Charge revenue pursuant to PFC Regulations Section 158.37(a) to the extent necessary to pay the debt service of the 2013 Bond, and (d) will apply for an additional increase in total approved Passenger Facility Charge revenue pursuant to PFC Regulations Section 158.37(b) to the extent the Issuer projects such increase may be necessary to pay the debt service on the 2013 Bond; (ii) it will not impose any noise or access restriction at the Airport not in compliance with the Airport Noise and Capacity Act of 1990, Pub. L 101-508, Title IX, Subtitle D; (iii) it will take all action reasonably necessary to cause the collecting air carriers to collect and promptly remit to the Issuer the Passenger Facility Charge at the Regional Airport 11 sequired by the PFC Act, the PFC Regulations and the PFC Approvals to be so collected and __ remitted; and (iv) it will contest any attempt by the FAA to terminate or suspend the authority to impose, receive or use the Passenger Facility Charge at the Regional Airport prior to the date total approved passenger facility charge revenue has been collected. 12 MISCELLANEOUS Section 601. Severability. If any one or more sections, clauses, sentences or parts hereof shall for any reason be questioned in any court of competent jurisdiction and shall be adjudged unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remaining provisions hereof, or the 2013 Bond issued pursuant hereto, but shall be confined to the specific sections, clauses, sentences and parts so adjudged. Section 602. Governing Law. This Third Supplemental Indenture and the 2013 Bond are contracts made under the laws of the State and shall be governed and construed in accordance with such laws. Section 603. Notices. (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices, consents or other communications required or permitted hereunder shall be deemed sufficiently given or served if given in writing, mailed by first class mail, postage prepaid and addressed as follows: (i) If to the Issuer, addressed to: Okaloosa County, Florida c/o County Manager 1804 Lewis Turner Blvd., Suite 400 Ft. Walton Beach, Florida 32547 with a copy to: County Finance Director and County Airport Director (ii) Ifto the Trustee, sent by registered or certified mail addressed to: 10161 Centurion Parkway Jacksonville, Florida 32256 (iii) If to the registered Holder of the 2013 Bond, addressed to such Holder at the address shown on the books of the Registrar kept pursuant hereto. 13 . -ARTICLEIX —-.--) ---- other desi gnate a different address or addresses for notice hereunder. Section 604. Counterparts. This Third Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. Section 605. Immunity of Individuals. No recourse shall be had for the payment of the Principal Amount of, Redemption Premium, if any, or Interest on the 2013 Bond or for any claim based thereon or upon any obligation, covenant or agreement herein against any past, present or future member, officer, employee, agent or consultant of the Issuer, whether directly or indirectly, and all such liability of any such individual as such is hereby expressly waived and released as a condition of and in consideration for the execution hereof and the issuance of the 2013 Bond. Section 606. Limited Liability; Immunity of Officers of the Issuer. This Third Supplemental Indenture does not pledge the full faith, general credit or taxing power of the State or any of its political subdivisions, including the Issuer. No provision, covenant or agreement contained in this Third Supplemental Indenture or in the 2013 Bond or in any Additional Bonds or any obligations herein or therein imposed upon the Issuer or the breach thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary liability or a charge against its general credit. In making the agreements, provisions and covenants set forth in this Third Supplemental Indenture, the Issuer has not obligated itself except with respect to the Trust Estate and the Pledged PFC Revenues and the application of the revenues, income and all other property therefrom, as hereinabove provided. The Issuer is not nor are the members of the Board of the Issuer, the agents, attorneys or employees of the Issuer, or their respective heirs, personal representatives or successors personally or generally liable in connection with any matter, cause or thing pertaining to this Third Supplemental Indenture, or any instruments and documents executed and delivered by the Issuer in connection with this Third Supplemental Indenture. No covenant or agreement contained in this Third Supplemental Indenture shall be deemed to be the covenant or agreement of any member of the Board, officer, attorney, agent or employee of the Issuer in an individual capacity. No recourse shall be had for the payment of the Principal Amount of or Redemption Premium (if any) or Interest on, the 2013 Bond or any claim based thereon against any officer, member of the Board, agent, attorney or employee of the Issuer past, present or future, or its successors or assigns, as such, present or future, either directly or through the Issuer, or any successor entity, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability of such members of the Board, officers, agents, attorneys or employees, being hereby released as a condition of, and as a consideration for, the execution and delivery of this Third Supplemental Indenture. 14 __(b) _ The Issuer and the Trustee may from time to time by notice in writing to each _._. Section_607._ Binding Effect..-This instrument-shall inure to-the benefit-of and shall-be— - binding upon the parties hereto and their respective successors and assigns subject to the limitations contained herein. 15 _IN WITNESS WHEREOEF, the Issuer has caused these presents to be signed initsname —— __ and on its behalf and attested by its duly authorized officers, and, to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer, all as of the day and year first above written. OKALOOSA COUNTY, FLORIDA By: Chairman, Board of County Commissioners (SEAL) Attest: By: Clerk, Board of County Commissioners 16 _ _.. .... THE. BANK.OF NEW_YORK MELLON. TRUST... -— ~ COMPANY, N.A., as Trustee By: Authorized Officer 17 _... —.... EXHUBIT A TO THIRD SUPPLEMENTAL INDENTURE A-1 ~~ No. RL = ee --- $8,950,000--- = UNITED STATES OF AMERICA STATE OF FLORIDA OKALOOSA COUNTY, FLORIDA AIRPORT REVENUE REFUNDING BOND, SERIES 2013 KNOW ALL MEN BY THESE PRESENTS that Okaloosa County, Florida (the "County"), for value received, hereby promises to pay, in the manner provided herein, to Compass Mortgage Corporation, as registered owner (the "Registered Owner"), or registered assigns, the principal sum of EIGHT MILLION NINE HUNDRED FIFTY THOUSAND DOLLARS solely from the special funds hereinafter mentioned, the principal sum shown above, upon presentation and surrender hereof at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, as Trustee, and to pay solely from such funds, interest thereon from the date of authentication of this Bond or from the most recent Interest Payment Date to which interest has been paid, whichever is applicable, until payment of such sum, at an annual rate equal to 3.15% per annum until payment of the principal sum, such interest to the maturity hereof being payable on April 1, 2014 and thereafter on April 1 and October 1 of each year by check or draft mailed to the Registered Owner at his address as it appears, at the close of business on the fifteenth day of the calendar month (whether or not a Business Day) next preceding the applicable Interest Payment Date, on the registration books of the County kept by the Trustee as Registrar. In the event of a default by the County in the payment of interest due on a Bond on any Interest Payment Date, such defaulted Interest will be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted Interest established by notice mailed by the Registrar for such Bond to the Registered Owner thereof not less than ten (10) days preceding such special record date. The principal of this Bond shall be payable on October 1, 2014 and anriually 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 2 2093 -640,000--- 2024 665,000 2025 680,000 2026 705,000 2027 725,000 2028 750,000 The principal of, premium, if any and interest on this Bond are payable in 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. Interest shall be calculated on the basis of a 360 day year consisting of twelve (12) 30 day months. The County also agrees to pay to the Registered Holder a late charge on any scheduled payment of principal of and, to the extent legally enforceable, interest on, this Bond that shall not have been paid by the tenth (10) day following the date such scheduled payment is due and payable, in an amount equal to five percent (5%) of such scheduled payment. The