Okaloosa County BOCC — October 2, 2012 — reading text

the Trustee or the Commission for the failure to pay any amounts due and owing by the Public Agency under, or the failure to perform any obligation required by, the Loan Agreement and the Public Agency is not entitled to the defense of sovereign immunity or any other comparable defense in any such suit. 10. The Resolution has been duly adopted and is valid and binding upon the Public Agency in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by laws relating to bankruptcy or insolvency of the Public Agency or other similar laws affecting creditors' rights generally or by general principles of equity. [Additional opinions regarding the Pledged Revenues, if any, including the validity, enforceability and priority thereof as may be required by the Administrator, the Bank or the Trustee.] All capitalized terms used in this opinion but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Bond Counsel to the Commission, may rely upon this opinion, as if the same were addressed to such firm. Very truly yours, A-3 Packet Pg. 167  8.2.1.a EXHIBIT B Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) CERTIFICATE OF PUBLIC AGENCY IN CONNECTION WITH LOAN TO FINANCE PROJECT The undersigned, _______________ and ________________ of ____________, Florida (the "Public Agency"), acting for and on behalf of the Public Agency, hereby certify as of the date hereof that the representations and warranties of the Public Agency set forth in the Loan Agreement (Airport Revenues), dated as of __________, 2012 among the Public Agency, the Florida Local Government Finance Commission and JPMorgan Chase Bank, N.A. (the "Loan Agreement"), are true and correct in all material respects on the date hereof; the Public Agency is in compliance with all terms, covenants and conditions of the Loan Agreement on the date hereof; no Event of Default (as defined in the Loan Agreement) or condition, event or act which with notice or lapse of time or both would become an Event of Default exists on the date hereof; and the computation of the interest rate on the Loan Note or Notes (as defined in the Loan Agreement) issued by the Public Agency on the date hereof is in compliance with the requirements provided in Section 215.84(3), Florida Statutes. IN WITNESS WHEREOF, the undersigned have hereunto set their hands and affixed the official seal of the Public Agency duly attested as of this __________ day of __________, 20__. (SEAL) OKALOOSA COUNTY, FLORIDA By: Attest: By: Title: B-1 Packet Pg. 168  8.2.1.a EXHIBIT C Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) FORM OF CREDIT FACILITY FEES CERTIFICATE The following shall constitute the letter of credit fees for the [Loan] [Draw] made by the Commission to the Public Agency on : Pursuant to the Credit Agreement and the Fee Letter between the Commission and the Bank, dated as of June 6, 2011, the letter of credit fees will increase by 10 basis points for each ratings downgrade of the Public Agency and by 100 basis points upon an Event of Default under the Loan Agreement. The letter of credit fee applicable to each Draw shall be calculated pursuant to Section 5.02(c) of the Loan Agreement. Accepted and Approved: PUBLIC AGENCY By: Title: ADMINISTRATOR By: Title: BANK By: Title: C-1 Packet Pg. 169  8.2.1.a EXHIBIT D Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) UNITED STATES OF AMERICA STATE OF FLORIDA OKALOOSA COUNTY, FLORIDA REVENUE NOTE, DRAW NO. ___ (AIRPORT REVENUES) (JPMorgan Chase Bank) Principal Sum Date of Issuance Final Maturity Date KNOW ALL MEN BY THESE PRESENTS, that the Okaloosa County, Florida (the "Public Agency"), for value received, hereby promises to pay, solely from the Designated Revenues described in the within-mentioned Loan Agreement, to the order of the Florida Local Government Finance Commission, Tallahassee, Florida, or its successors or assigns (the "Noteholder"), the Principal Sum stated above advanced pursuant to that certain Loan Agreement (Airport Revenues) by and among the Florida Local Government Finance Commission, the Public Agency and JPMorgan Chase Bank, N.A., dated as of ____________, 2012 (the "Loan Agreement"), and to pay interest on such Principal Sum from the Date of Issuance identified above or from the most recent date to which interest has been paid at the interest rate per annum identified in the Loan Agreement commencing on the Date of Issuance until such Principal Sum shall have been paid. The Principal Sum hereof shall be payable upon the Final Maturity Date or earlier prepayment in accordance with the terms of the Loan Agreement and this Note. The Public Agency agrees to make all Loan Repayments in accordance with the terms of the Loan Agreement. Such Principal Sum and interest is payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts. [Insert Repayment Schedule.] This Note is issued under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including, particularly, Chapter 125, Florida Statutes, and other applicable provisions of law, a resolution duly adopted by the Public Agency on _______________ (the "Resolution"), as such resolution may be amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution and the Loan Agreement. Any term used in this Note and not otherwise defined shall have the meaning ascribed to such term in the Loan Agreement. This Note is being issued to finance or refinance the costs of . This Note is secured by and shall be payable from the Designated Revenues as described in the Loan Agreement; provided, however, the lien on and pledge of the Net Revenues D-1 Packet Pg. 170  8.2.1.a granted under the Loan Agreement shall be junior and subordinate in all respects to the lien thereon and pledge thereof granted with respect to the Senior Obligations issued Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) under the Airport Indenture (as such terms are defined in the Loan Agreement). [The Noteholder shall have a pledge of and lien on _____________, which shall be part of the Designated Revenues.] This Note is subject to optional and mandatory prepayment as provided in the Loan Agreement. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. This Note, when delivered by the Public Agency pursuant to the terms of the Loan Agreement and the Resolution, shall not be or constitute an indebtedness of the Public Agency or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Designated Revenues, as provided in the Loan Agreement and the Resolution. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the Public Agency or the State, or taxation in any form of any property therein to pay the Note or the interest thereon, except to the extent otherwise specifically provided in the Loan Agreement. All terms and provisions of the Loan Agreement are hereby incorporated by reference herein. IN WITNESS WHEREOF, the Public Agency caused this Note to be signed by the manual signature of the Chairman of the Board of County Commissioners of the Public Agency (the "Board") and the seal of the Public Agency to be affixed hereto or imprinted or reproduced hereon, and attested by the manual signature of the Clerk of the Board and this Note to be dated the Date of Issuance set forth above. OKALOOSA COUNTY, FLORIDA (SEAL) By: Chair ATTEST: Clerk D-2 Packet Pg. 171  8.2.1.a EXHIBIT E Attachment: Okaloosa Loan Agreement (Airport Revenues) (1111 : Approval of Resolution to Refinance Capital Projects Loan) FORM OF AGREEMENT RE: CONTINGENCY ACCOUNT THIS AGREEMENT, dated as of __________, 2012, is entered into between Okaloosa County, Florida (the "Public Agency"), a duly constituted political of the State of Florida and U.S. Bank, National Association, as Trustee. WHEREAS, the Florida Local Government Finance Commission (the "Commission") is a legal entity and a public body corporate and politic formed pursuant to Part I, Chapter 163, Florida Statutes (the "Interlocal Act"), which Commission was created for the benefit of duly constituted counties, municipalities and