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

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 Registered Owner without notice or demand. This provision for a fee is not and shall not be deemed a grace period, and the Registered Owner has no obligation to accept a late payment. Further, the acceptance of a late payment shall not constitute a waiver of any default then existing or thereafter arising under this Bond. The foregoing right to a late charge is in addition to, and not in limitation of, any other rights which the Registered Owner may have upon the Issuer’s failure to make a timely payment. In the event of a final determination by the United States Treasury that the interest income on this Bond is not excluded from gross income under Section 103 of the Code, this Bond will become immediately due and payable, or, at the option of Registered Owner remain outstanding and bear interest at a rate adjusted to indemnify the Registered Owner for the additional tax cost in an amount necessary to give to the Registered Owner an after tax yield equal to the loan yield before the tax determination. This Bond is a special and limited obligation, payable solely from and secured by a first lien upon and pledge of the Trust Estate under that certain Master Indenture of Trust dated as of August 1, 2003 (the "Master Indenture") between the County and JPMorgan Chase Bank, as predecessor Trustee, as supplemented by a First Supplemental Indenture dated as of August 1, 2003, a Second Supplemental Indenture dated as of December 1, 2007 and a Third Supplemental Indenture dated as of December 1, 2013 (the "Third Supplemental Indenture" and, with the Master Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Trust Indenture"). The Trust Estate consists of Net Revenues derived from the operation of the County's Airports, and, with respect to this Bond only, the Pledged PFC Revenues, and money and investments on deposit in certain Funds under the Trust Indenture, all as provided in the Trust Indenture. This Bond does not constitute a general obligation or a pledge of the faith, credit or taxing power of the County, the State of Florida, or any other political subdivision thereof within the meaning of any constitutional or statutory provision or limitation, and it is A-3 -—— —. -expressly-agreed -by- the-Registered-Owner-of-this-Bond- that-such-Registered-Owner-shall-never-_ —--— -—-—-- have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the principal of and interest on this Bond. It is further agreed between the County and the Registered Owner of this Bond that this Bond and the obligation evidenced hereby shall not constitute a lien upon any property of the County, except the Trust Estate, in the manner provided in the Trust Indenture. This Bond is issued under Part I of Chapter 125, Chapter 332, and Sections 215.81, 215.431, and 218.385, all of Florida Statutes, and pursuant to the Trust Indenture. The proceeds of the Bonds will be used to finance the refunding of the County's Airport Revenue Bonds, Series 2003, and certain other indebtedness. This Bond is subject to all the terms and conditions of the Trust Indenture, all of which is hereby incorporated herein by reference to the same extent as if fully set forth herein. Capitalized terms used herein shall have the meaning specified in the Trust Indenture. This Bond is issuable only as a fully registered bond in the denomination of $8,950,000. This Bond is transferable at the corporate office of the Registrar by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Registrar, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Registrar, all subject to the terms, limitations and conditions provided in the Trust Indenture. No charge will be made for transfer or exchange, but the County or the Registrar may require payment of an amount sufficient to cover any tax or other governmental charge payable in connection therewith. The Trust Indenture contains certain covenants with the Registered Owner of this Bond for the terms of which reference is made to the Trust Indenture. In particular, the County has reserved the right to issue additional Bonds payable from and secured by a lien upon and pledge of the Trust Estate on a parity with this Bond upon compliance with certain conditions set forth in the Trust Indenture. The County has also reserved the right to defease the lien of this Bond upon the Trust Estate upon making provision for payment of this Bond as provided in the Trust Indenture. Reference is made to the Trust Indenture for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the County, the Trustee and Registrar and the Registered Owners, and the terms and conditions upon which this Bond is issued and secured. The Registered Owner of this Bond, by acceptance hereof, assents to all of the provisions of the Trust Indenture. Redemption. This Bond is subject to redemption prior to maturity as set forth in the Trust Indenture. —————-— IN WITNESS: WHEREOF, Okaloosa County, Florida has issued this Bond and-has— ——— —— —— caused the same to be executed by the Chairman of its Board of County Commissioners, either manually or with his or her facsimile signature, and the corporate seal of the County or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon and attested by the manual or facsimile signature of the Clerk of the Circuit Court for the County, ex officio Clerk of the Board of County Commissioners, all as ofthe __ day of December, 2013. OKALOOSA COUNTY, FLORIDA By: Chairman Board of County Commissioners (SEAL) ATTEST: By: Clerk of the Circuit Court for the County, Ex officio Clerk of the Board of County Commissioners A-5 —— —~— —-~—€ERTIFICATE-OF AUTHENTICATION —-—---——~- This Bond is the 2013 Bond of the issue described in the within-mentioned Trust Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signature Date of Authentication: A-6 ——— ———-~ —-—— —ASSIGNMENT— ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells, assigns, and transfers unto Please insert name and Social Security or Federal Employer Identification number of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (the "Transferee") as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied A-7 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in UNIF TRANS MIN ACT —- common (Cust.) TEN ENT - as tenants by the Custodian for — entireties (Minor) JT TEN - As joint tenants with under Uniform Transfers to right of survivorship Minors Act of — and not as tenants (State) in common Additional abbreviations may also be used though not in list above. A-8 EXHIBIT "'B" ESCROW DEPOSIT AGREEMENT B-1 ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT (the "Agreement"), dated as of December 1, 2013, by and between Okaloosa County, Florida, a duly created and validly existing political subdivision of the State of Florida (the "County"), and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agent"), a national banking association having its designated corporate trust office in Jacksonville, Florida, as escrow agent hereunder. WHEREAS, the County has heretofore issued its Airport Revenue Bonds, Series 2003 (the "Refunded Bonds") pursuant to the Master Indenture of Trust, dated as of August 1, 2003, as supplemented (the "Indenture"); WHEREAS, the County has determined to issue its $ * Airport Revenue Refunding Bond, Series 2013 (AMT) (the "Series 2013 Bond") pursuant to Resolution No. , adopted by the Board of County Commissioners of Okaloosa County on December 17, 2013 (the "Resolution"), and desires to utilize certain proceeds of such Series 2013 Bond, together with certain other funds of the County, to buy the Escrow Securities (hereinafter defined) in order to provide payment for the Refunded Bonds as more fully described in Exhibit B attached hereto, and discharge and satisfy the pledges, liens and other obligations of the County under the Indenture in regard to such Refunded Bonds; and WHEREAS, the issuance of the Series 2013 Bond, the purchase by the Escrow Agent of the Escrow Securities, the deposit of the Escrow Securities into an Escrow Fund (herein defined) to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the County under the Indenture in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. The County represents that the recitals stated above are true and correct and incorporated herein. 2. Receipt of the Indenture, certified by the Clerk of the Court to be true and correct, is hereby acknowledged by the Escrow Agent. The Escrow Agent also acknowledges receipt of the verification report of , dated , 2013 (the "Verification Report"). The applicable and necessary provisions of the Indenture are incorporated herein by reference. Reference herein to or citation herein of any provisions of the Indenture [or the Verification Report] shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. 3, The County by this writing exercises its option to have the pledges, liens and obligations to the holders of the Refunded Bonds defeased, discharged and satisfied. Exhibit B 4, There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Okaloosa County, Florida Airport Revenue Bonds, Series 2003 Escrow Deposit Trust Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds, separate and apart from other funds and accounts of the County and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund of the sum of $ in immediately available funds. The County represents that such amount constitutes proceeds of the Series 2013 Bond. For purposes of this Agreement, the Escrow Fund shall consist of a single fund with no sub-accounts. 5. The Escrow Agent represents and acknowledges that, concurrently with the County's deposit, it has used $ of such deposit to purchase on behalf of and for the account of the County, certain direct non-callable obligations of the