Okaloosa County BOCC — October 2, 2012 — reading text

8.2.1.a to exercise any remedy reserved to it in this Article VIII, it shall not be necessary to give any notice other than such notice as may be required this Article VIII. Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) SECTION 8.07. ASSIGNMENT TO BANK. After receipt of notice of any such assignment of this Loan Agreement to the Bank pursuant to Section 8.03 hereof, the Public Agency will make all payments required under Article V hereof directly to the Bank, in accordance with the terms hereof and of the Credit Agreement. 45 Packet Pg. 157  8.2.1.a ARTICLE IX EXCESS FUNDS Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) SECTION 9.01. EXCESS FUNDS. Any amounts remaining in the Trust Estate after (a) full payment of the Commercial Paper Notes or provision for payment thereof so that no Commercial Paper Notes are deemed Outstanding under the Indenture, (b) all amounts owed to the Bank under the Credit Agreement have been paid and the Credit Facility terminated, and (c) all fees, charges and expenses required to be paid pursuant to the Indenture have been paid, shall, after being held for one hundred twenty- three (123) days after such full payment or provision shall have been made and no claim shall have been made thereon, be rebated by the Trustee to Public Agency in an amount certified by the Administrator as being equal to the amount remaining in the Trust Estate (as defined in the Indenture) multiplied by the result of (i) the dollar amount of interest (other than any interest representing that portion of an interest payment reflecting the Bank Rate) theretofore received by the Trustee hereunder, divided by (ii) the total dollar amount of all interest payments theretofore received by the Trustee on all loan agreements outstanding under the Pooled Commercial Paper Loan Program (other than any interest representing that portion of an interest payment reflecting the Bank Rate). 46 Packet Pg. 158  8.2.1.a ARTICLE X MISCELLANEOUS Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) SECTION 10.01. NOTICES. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, or provided by electronic mail to the appropriate parties: Commission: Florida Local Government Finance Commission c/o Florida Association of Counties, Inc. 100 South Monroe Street Tallahassee, Florida 32301 Attention: Director of Commercial Paper Program Telephone: 850/922-4300 Telecopy: 850/488-7501 Public Agency: Okaloosa County, Florida 302 N. Wilson Street, Suite 203 Crestview, Florida 32536 Attention: Clerk to the Board of County Commissioners Telephone: 850/689-5000, x 3411 Telecopy: 850/689-5882 and Okaloosa Regional Airport 1701 State Road 85 Eglin AFB, Florida 32542 Attention: Airport Director Telephone: 850/651-7160, x 206 Telecopy: 850/651-7164 Administrator: Florida Association of Counties, Inc. 100 South Monroe Street Tallahassee, Florida 32301 Attention: Director of Commercial Paper Program Telephone: 850/922-4300 Telecopy: 850/488-7501 Dealer: JPMorgan Chase Securities Inc. 420 South Orange Ave Suite 270 Orlando, Florida 32801 Telephone: (407) 236-5435 Telecopy: (407) 235-5444 47 Packet Pg. 159  8.2.1.a Trustee: U.S. Bank National Association Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) Mail Code EX-FL-UORT 225 E. Robinson Street, Suite 250 Orlando, Florida 32801 Attention: Corporate Trust Services Telephone: 407/835-3810 Telecopy: 407/835-3814 Bank: JPMorgan Chase Bank, N.A. 420 South Orange Avenue, Suite 250 Orlando, Florida 32801 Attention: Government, Non-Profit & Healthcare Telephone Number: 407/236-5464 Facsimile Number: 407/218-5355 Bond Counsel: Nabors, Giblin & Nickerson, P.A. 2502 Rocky Point Drive, Suite 1060 Tampa, Florida 33607 Telephone: 813/281-2222 Telecopy: 813/281-0129 Any of the above parties may, by notice in writing given to the others, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Notices to the Trustee shall be effective only upon the receipt thereof by the Trustee. SECTION 10.02. BINDING EFFECT. To the extent provided herein, this Loan Agreement shall be binding upon the Public Agency and the Commission and shall inure to the benefit of the Public Agency, the Commission, the Bank, the Administrator and the Trustee and their respective successors and assigns. SECTION 10.03. SEVERABILITY. In the event any provision of this Loan Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 10.04. AMENDMENTS, CHANGES AND MODIFICATIONS. This Loan Agreement may be amended by the Commission and the Public Agency, with the prior written consent of the Bank, as provided in Section 8.05 of the Indenture. SECTION 10.05. EXECUTION IN COUNTERPARTS. This Loan Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 48 Packet Pg. 160  8.2.1.a SECTION 10.06. APPLICABLE LAW. This Loan Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) SECTION 10.07. WAIVER OF JURY TRIAL. To the extent permitted by applicable law, each of the Public Agency, the Commission and the Bank, knowingly, voluntarily and intentionally waives any right each may have to a trial by jury in respect of any litigation based on, or arising out of, under or in connection with this Loan Agreement, the Loans or any agreement contemplated to be executed in connection with this Loan Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party with respect hereto. This provision is a material inducement to the Bank agreeing to provide credit and liquidity support to Loans hereunder. SECTION 10.08. BENEFIT OF NOTEHOLDERS; COMPLIANCE WITH INDENTURE. This Loan Agreement is executed in part to induce the purchase of the Commercial Paper Notes. Accordingly, all covenants, agreements and representations on the part of the Public Agency and the Commission, as set forth in this Loan Agreement, are hereby declared to be for the benefit of the Holders, from time to time, of the Commercial Paper Notes and of the Bank. SECTION 10.09. CONSENTS AND APPROVALS. Whenever the written consent or approval of the Commission shall be required under the provisions of this Loan Agreement, such consent or approval may be given by an Authorized Officer of the Commission or such other additional person provided by rules, regulations or resolutions of the Commission. SECTION 10.10. IMMUNITY OF OFFICERS, EMPLOYEES AND MEMBERS OF COMMISSION. No recourse shall be had for any representation, obligation, covenant or agreement in this Loan Agreement against any past, present or future officer, member, employee, director or agent of the Commission, as such, and all such liability of any such officers, members, employees, directors or agents, as such, is hereby expressly waived and released as a condition of and consideration for the execution of this Loan Agreement. SECTION 10.11. CAPTIONS. The captions or headings in this Loan Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Loan Agreement. SECTION 10.12. NO PECUNIARY LIABILITY OF COMMISSION. No provision, covenant or agreement contained in this Loan Agreement on behalf of the Commission, or any obligation herein imposed upon the Commission, or the breach thereof, shall constitute an indebtedness or liability of the State or any political subdivision of the State (excluding the participating public agencies to the extent of their obligations under their respective loan agreements) or any public corporation or 49 Packet Pg. 161  8.2.1.a governmental agency existing under the laws thereof other than the Commission. In making the