Okaloosa County BOCC — October 2, 2012 — reading text

Credit Agreement. (d) Draws on a Loan shall be made only to the extent such Draw shall not cause the aggregate principal amount of Commercial Paper Notes Outstanding and interest thereon to stated maturity to exceed the Commitment. (e) A copy of all information relating to Draws submitted to the Administrator by the Public Agency pursuant to the terms hereof shall be sent by the Administrator to the Bank within five (5) Business Days of receipt thereof. 22 Packet Pg. 134  8.2.1.a ARTICLE IV LOAN TERM AND LOAN CLOSING Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) REQUIREMENTS SECTION 4.01. COMMENCEMENT DATE SUBMISSIONS. On or before the execution of this Loan Agreement, the Public Agency shall have caused to be delivered to the Administrator, the Bank and Bond Counsel the following items in form and substance acceptable to the Administrator, the Bank and Bond Counsel: (a) An opinion of the Public Agency's Counsel or Bond Counsel regarding the due authorization, validity and enforceability of this Loan Agreement and the due adoption of the resolution or ordinance of the Public Agency authorizing the execution and delivery of this Loan Agreement (enforceability may be subject to standard bankruptcy exceptions and the like); provided such opinion may be delivered at the time of the first Draw on the initial Loan; (b) A certified resolution or ordinance of the Public Agency, authorizing the execution and delivery of this Loan Agreement; (c) Approval of the Public Agency as a participant in the Pooled Commercial Paper Loan Program by the Bank and approval by the Bank of this Agreement and Designated Revenues; and (d) Such other certificates, opinions, documents and information as the Administrator, the Bank or Bond Counsel may reasonably require. SECTION 4.02. CONDITIONS PRECEDENT TO LOANS AND DRAWS. Each Loan made to a Public Agency pursuant to the terms hereof shall be subject to approval by the Commission or the Administrator, acting on behalf of the Commission, in its sole discretion, of (a) the Project or Projects or Public Agency Expenses to be funded from the proceeds of the Loan, (b) the Loan Amount applicable to such Loan, (c) the Series of Commercial Paper Notes to be used to make the Loan, and (d) the Repayment Schedule of such Loan. The Repayment Schedule and Loan Amount must be approved by the Bank. The Repayment Schedule may be amended from time to time subject to the provisions of Sections 3.04(c) and 5.01(b) and (c) hereof. The Repayment Schedule shall also be amended, by notice from the Administrator or the Bank to the Public Agency and the Trustee, to the extent necessary to amortize the Loan in accordance with Section 2.16(a) of the Credit Agreement. Approval by the Administrator shall be evidenced by the certificate of an Authorized Officer thereof. Each Draw shall be subject to the provisions of Section 3.03(b) hereof relating to Bank approval of the increase in the Commitment which is a condition precedent to each such Draw. 23 Packet Pg. 135  8.2.1.a SECTION 4.03. LOAN SUBMISSIONS. At or before the time of making the initial Draw for each Loan, the Public Agency shall provide to the Administrator, the Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) Bank and Bond Counsel the following documents each dated the date such Draw is made: (a) A certified resolution or ordinance of the Public Agency, authorizing such Loan and authorizing the Project or Projects or Public Agency Expenses to be funded from proceeds of the Loan; (b) An opinion of the Public Agency's Counsel and/or Bond Counsel in form and substance acceptable to the Administrator and the Bank substantially in the form of Exhibit A to this Loan Agreement; provided, however, that the Administrator may permit variances in such opinion from the form or substance of such Exhibit A, with the consent of the Bank, if, in the judgment of the Administrator, such variance is not to the material detriment of the interests of the holders; (c) A certificate of the officials of the Public Agency who sign this Loan Agreement substantially in the form of Exhibit B to this Loan Agreement; provided, however, that the Administrator may permit variances in such certificate from the form or substance of Exhibit B, with the consent of the Bank, if, in the judgment of the Administrator, such variance is not to the material detriment of the interests of the holders; (d) This executed Loan Agreement; (e) An Arbitrage Certificate in form and substance satisfactory to Bond Counsel; (f) Approval of the Administrator and the Bank required by Section 4.02 hereof; (g) The Repayment Schedule for the Draw, as approved pursuant to Section 4.02 hereof; and (h) Such other certificates, documents, opinions and information as the Administrator, the Bank or Bond Counsel may reasonably require. The aforementioned opinions, documents and certificates need not be submitted to the extent they have been previously submitted by the Public Agency, except as the same are required by the Administrator or Bank to be updated. Provision of any of the above- described documents may be waived by the Administrator and the Bank. SECTION 4.04. DRAW SUBMISSIONS. At or prior to the time of making any Draw for a Loan the Public Agency shall submit to the Administrator, the Bank and Bond Counsel: 24 Packet Pg. 136  8.2.1.a (a) A copy of the Draw Request for such Draw; Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) (b) If applicable, a copy of a completed and executed Form 8038-G relating to the Draw to be filed with the Internal Revenue Service; (c) A certificate of an Authorized Officer of the Public Agency to the effect that the representations and warranties contained in the Loan Agreement are true and correct as of the date of the Draw and that no Default or Event of Default exists at such date; (d) A copy of a certificate substantially in the form of Exhibit C hereto indicating the Credit Facility fee applicable to such Draw; (e) A Loan Note duly executed by the Public Agency reflecting the terms of the Draw, including the Repayment Schedule, in form and substance as provided in Exhibit D hereto; (f) A certificate of an Authorized Officer of the Public Agency setting forth (i) any Debt incurred by the Public Agency since the last Draw, including Debt secured by any of the Designated Revenues, and (ii) any Debt which the Public Agency intends to incur within one year of the date of the Draw which pledges any of the Designated Revenues, and stating whether there has been any material adverse change in the financial condition of the Public Agency since the date the last financial statements were filed with the Bank; (g) A new or amended Arbitrage Certificate; and (h) Such other opinions, documents, certificates and information as the Administrator, the Bank or the Bond Counsel may reasonably require. Provision of any of the above-described documents may be waived by the Administrator and the Bank. 25 Packet Pg. 137  8.2.1.a ARTICLE V LOAN REPAYMENTS Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) SECTION 5.01. PAYMENT OF LOAN REPAYMENTS. (a) The Public Agency shall make all Loan Repayments in lawful money of the United States of America to the Trustee. All Loan Repayments shall be made by electronic or wire transfer or other method of immediate funds payment. The principal of each Loan shall be repaid in accordance with the Repayment Schedule relating thereto. The principal component of a Loan Repayment shall be paid on or before the date such amount is due, subject to the provisions of Sections 3.04(c) and 5.06 hereof; provided the Public Agency pays the Trustee moneys which are available not later than such due date. Unpaid interest on the Outstanding principal balance of the Loan Amounts shall be paid by the Public Agency to the Trustee, as follows: (i) On or before the twenty-fifth (25th) day of each calendar month, the Administrator will determine the Estimated Monthly Rate and Estimated Monthly Interest for the Loan Amounts of each Series of Commercial Paper Notes from which such Loan Amounts are derived for the next succeeding calendar month. (ii) No later than the twenty-fifth (25th) day of each month, the Administrator shall provide an invoice to the Public Agency setting forth the total amount (including without limitation, Loan Repayments and Additional Payments) due on the first Business Day of the next succeeding month. Such written notice shall state the amount of interest, Additional Payments, Monthly Investment Credits and Monthly Excess Credits relating to each Loan of the Public Agency. Such notice shall also state the amount of principal due, if any, in the next succeeding month. A copy of such notice shall be provided to the Trustee. (iii) On or before the first Business Day of each month the Public Agency shall pay to the Trustee for deposit into the Revenue Account the Estimated Monthly Interest for such calendar month relating to each Series of Commercial Paper Notes together with the other amounts invoiced pursuant to clause (ii). (iv) If, at any time and from time to time during a month, the Administrator determines that the amount on deposit in the Revenue Account will be insufficient to pay the interest due or to become due on Commercial Paper Notes in such month, the Administrator shall recalculate the Estimated Monthly Interest due from the Public Agency and require, on three (3) Business Days notice to the Public Agency, the Public Agency to pay to the Trustee, as a part of the interest component of the Loan Repayment due in such month, an amount equal to the difference, if any, between the Estimated Monthly Interest as previously calculated and the Estimated