Okaloosa County BOCC — October 2, 2012 — reading text

(g) Binding Obligation. This Loan Agreement is, and each of the Loan Notes will be, a legal, valid and binding obligation and agreement of the Public Agency, enforceable against the Public Agency in accordance with its terms except that the enforceability hereof may be limited by laws relating to the bankruptcy or insolvency of the Public Agency or other similar laws affecting creditors' rights generally or by general principles of equity. (h) Compliance with Act. All agreements and transactions provided for herein or contemplated hereby are in full compliance with the terms of the Act. 18 Packet Pg. 130  8.2.1.a (i) Certificates and Resolutions. All resolutions and certificates subsequently adopted or executed, as the case may be, by the Public Agency in connection with and Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) pursuant to the provisions of this Loan Agreement shall be incorporated herein by reference. Any resolution subsequently adopted by the Public Agency authorizing the issuance of any Loan Note hereunder shall be deemed to be a contract between the Public Agency and the Commission with respect to such Loan Note. 19 Packet Pg. 131  8.2.1.a ARTICLE III LOAN TERM AND THE LOANS Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) SECTION 3.01. COMMENCEMENT OF LOAN TERM. The Public Agency's obligations under this Loan Agreement shall commence on the Commencement Date. SECTION 3.02. TERMINATION OF LOAN TERM. The Public Agency's obligations under this Loan Agreement shall terminate after (a) payment in full of all Loan Repayments, including Additional Payments and other payments due hereunder, and (b) the Public Agency shall provide notice to the Administrator, the Trustee, the Dealer and the Bank of its desire to terminate its obligations hereunder; provided, however, that all covenants and obligations hereunder specified to so survive shall survive the termination of this Loan Agreement and the payment in full of all amounts due hereunder. Upon termination of the Public Agency's obligations hereunder, the Commission, the Administrator, the Bank and the Trustee shall, upon request by the Public Agency, deliver, or cause to be delivered, to the Public Agency an acknowledgment thereof, subject to the proviso set forth in the preceding sentence. During such time as no Loans are Outstanding hereunder and all payments have been made hereunder, the covenants, agreements and representations made by the Public Agency shall not be binding, except as otherwise expressly provided herein. SECTION 3.03. THE LOANS. (a) The Commission hereby agrees to make Loans to the Public Agency from time to time, in accordance with the terms hereof, in an aggregate amount not to exceed $3,000,000 provided, however, such amount may be increased or decreased in accordance with the provisions hereof; provided, further, no Draws for a Loan shall be made after the Administrator determines that such Draw shall cause the aggregate principal amount of Commercial Paper Notes Outstanding and interest thereon to the stated maturity dates thereof to exceed the Commitment available under the Credit Facility. The Maximum Loan Amount may be increased by approval of the Commission and the Bank and shall be the aggregate amount of all Loans authorized by the Commission and the Bank to be Outstanding hereunder at any one time, subject to the terms and conditions set forth herein. The Maximum Loan Amount may be decreased at any time upon written notice delivered by the Bank to the Public Agency and the Administrator that, in the Bank's judgment, it has determined that it would not then approve a Draw by such Public Agency for any reason, including, but not limited to, a material decline of the financial condition of the Public Agency; provided, however, such decrease in the Maximum Loan Amount shall have no effect on the outstanding amount of Loans made to the Public Agency. Loans shall be subject to approval by the Administrator and the Bank in accordance with the provisions of Section 4.02 hereof. Draws which have been approved by the Administrator pursuant to Section 4.02 hereof and by the Bank pursuant to Section 3.03(b) hereof and for which all documentation has been submitted pursuant to Sections 4.03 and 4.04 hereof may be made by the Public 20 Packet Pg. 132  8.2.1.a Agency upon notice pursuant to a Draw Request to the Administrator and the Bank as provided in Section 3.04 hereof. The proceeds of each Loan shall forthwith be used to Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) finance, refinance or reimburse the Public Agency for the costs of a Project or Projects or for Public Agency Expenses, in each case as approved by the Administrator and the Bank in accordance with Section 4.02 hereof. A Loan which shall be used to finance Public Agency Expenses shall be made only if the Administrator and the Bank are in possession of an opinion of Bond Counsel to the effect that utilization of such Loan for such purposes is permitted by the Act. The Loan shall be repaid in accordance with the provisions of Articles IV and V hereof. (b) The Maximum Loan Amount described in Section 3.03(a) hereof is not a commitment by the Bank to approve an increase in the amount of the Commitment or to approve any Draw hereunder. Each Draw which the Commission agrees to make to the Public Agency is subject to Bank review and an increase in the Commitment required in order to make the Draw may be rejected by the Bank in its sole discretion. No one shall have recourse against the Bank in the event (i) the Bank rejects a request to increase the Commitment available under the Credit Facility, (ii) the Public Agency receives any notice from the Bank pursuant to Section 3.03(a) hereof of a decrease of the Maximum Loan Amount or (iii) the Public Agency receives any notice from the Bank pursuant to Section 5.06 that the Expiration Date will not be extended or that any portion of the Public Agency Commitment will not be extended. (c) In order to obtain an agreement from the Bank to approve all the Draws to be made under a Loan or Loans to be made by the Commission pursuant to the terms hereof and accordingly increase the Commitment under the Credit Facility, the Public Agency may enter into an agreement with the Bank whereby the Bank will agree to such increase in the Commitment upon payment, or agreement for payment, of a commitment fee or fees. The amount of the commitment fee or fees and the terms of the commitment shall be mutually agreed upon by the Bank and the Public Agency. The Administrator shall receive a copy of any such agreement. The amount of such commitment fee or fees shall be reflected in a certificate substantially in the form of Exhibit C hereto. SECTION 3.04. NOTICE OF DRAW. (a) At least sixty (60) days (or such shorter period of time as may be agreed to by the Public Agency, the Bank and the Administrator) prior to a Draw Date on which the Public Agency desires to make the initial Draw on account of a Loan it shall submit to the Administrator and the Bank for review and approval pursuant to Section 4.02 hereof (i) a description of the Project or Projects (or the Public Agency Expenses) to be financed or refinanced by such Loan, (ii) the amount of the Loan, and (iii) the Repayment Schedule of the Loan. At or prior to the time of making the initial Draw for a Loan, the Public Agency shall also submit the documentation described in Section 4.03 hereof. (b) In the case of Draws which have been approved in accordance with the provisions of Section 4.02 hereof, the Public Agency shall give the Administrator, the 21 Packet Pg. 133  8.2.1.a Bank and the Dealer a Draw Request at least forty-five (45) days prior to the Draw Date on which it wants to make such Draw (or such shorter period of time as may be agreed to Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) by the Public Agency, the Bank and the Administrator). The Draw shall be made in accordance with Section 4.02 hereof. Such Draw Request shall state (i) the amount of the Draw, (ii) the Draw Date, (iii) the purpose of the Draw, (iv) the Series of Commercial Paper Notes to be used to fund the Draw, (v) the information required by Section 4.04(f) hereof and any other information required by the Bank, and (vi) the Repayment Schedule for the Draw (which shall be in compliance with the Repayment Schedule approved by the Administrator pursuant to Section 4.02 hereof). (c) Loan Repayments shall be made in accordance with the Repayment Schedule approved pursuant to Section 4.02 hereof; provided, however, the Public Agency may repay all or a portion of a Loan upon at least forty-five (45) days (or such shorter period of time as may be agreed to by the Public Agency, the Bank and the Administrator) written notice to the Administrator, the Dealer and the Bank, but only to the extent the Administrator determines that there will be sufficient Commercial Paper Notes coming due at such time of requested prepayment so as to permit such contemporaneous redemption of an equal principal amount of Commercial Paper Notes; and, provided further, each Loan or any portion thereof shall also be subject to mandatory prepayment pursuant to Section 5.06 hereof. The Repayment Schedule may be modified at any time upon written consent of the Administrator and the Bank. In the event of a failure to remarket Commercial Paper Notes, the Repayment Schedule shall be deemed to be modified to conform to the schedule of repayments required pursuant to the terms of Section 2.16(a)(iv)(C) of the Credit Agreement. In the event a Repayment Schedule shall be extended to a date later than the originally scheduled repayment date or dates, the Credit Facility fees and charges for that portion of the Commitment related to the Loan for which such Repayment Schedule was extended shall be as agreed to by the Bank and the Public Agency. Any changes to the Repayment Schedule, other than changes required by Section 2.16(a)(iv)(C) of the Credit Agreement, shall be reflected in a resolution adopted by the Public Agency approving the Loan relating thereto; provided, however, such changes shall take effect in accordance with the terms hereof and of the