Okaloosa County BOCC — August 6, 2013 — Resolution for Airport Revenue Refunding Bonds, Series 2013 — reading text

County in accordance with the Rule (the "SID"), (i) annual financial information and operating data of the type described under "Annual Information" below for each Fiscal Year ending on or after September 30, 2012, not later than the following April 30, and (ii) when and if available, audited financial statements of the County for each Fiscal Year ending on or after September 30, 2012; and (b) to the MSRB through EMMA, and to the SID, in a timely manner, notice of (i) any Specified Event described in the section entitled a "Specified Event", (ii) the County’s failure to provide the Annual Information on or prior to the date specified above, and (iii) any change in the accounting principles applied in the preparation of its annual financial statements, any change in its Fiscal Year, and the termination of the County’s continuing disclosure obligations. The County expects that audited annual financial statements will be prepared and will be available together with the Annual Information identified below. The accounting principles to be applied in the preparation of those financial statements will be generally accepted accounting principles as recommended from time to time by the Governmental Accounting Standards Board. In the event that the audited annual financial statements are not available by the date on which the Annual D-1 Information will be provided, the County will provide unaudited financial statements by the date specified and audited financial statements when available. SECTION 3. ANNUAL INFORMATION AND SPECIFIED EVENTS. 1. Annual Information to be provided by the County shall consist of an update of the information under the headings "Historical Operating Results", including the "Management Discussion of Financial Results" thereunder, the table entitled "Regional Share of Enplanements," the table entitled "Total Enplanements", the table entitled "Historical Enplaned Passengers by Airline", the table entitled "Top 10 Origination and Distribution City Markets," the table entitled "Commercial Operations,” the table entitled "Landed Weight," a calculation of historical debt service coverage and the annual financial statements of the County of its Airports System Enterprise Fund. 2, Specified Events shall include the occurrence of the following events, notice of which shall be given in a timely manner not in excess of ten business days after the occurrence of the event: 1. principal and interest payment delinquencies; 2. non-payment related defaults, if material; 3, unscheduled draws on the debt service reserves reflecting financial difficulties; 4. unscheduled draws on credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. modifications to rights of the Holders of the Bonds; 8. Bond calls, if material, and tender offers; 9. defeasances; 10. release, substitution, or sale of property securing repayment of the Bonds, if material; D-2 11. _— rating changes; 12. bankruptcy, insolvency, receivership or similar event of the County (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the County in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the County, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court governmental authority having supervision or jurisdiction over substantially all of the assets or business of the County; 13. the consummation of a merger, consolidation, or acquisition involving the County or the sale of all or substantially all of the assets of the County, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 14. the appointment of a successor or additional trustee or the change of name of the trustee, if material. Each filed notice shall be captioned "Material Event Notice" and shall prominently state the date, title and CUSIP numbers of the Bonds to which it relates and such other identifying information as may be required. The County may, from time to time, in its sole discretion, choose to provide notice of the occurrence of certain other events if, in the judgment of the County, such other events are material with respect to the Bonds, but the County does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. Any voluntary inclusion by the County of supplemental information that is not required hereunder shall not expand the obligations of the County hereunder and the County shall have no obligation to update such supplemental information or include it in any subsequent report. SECTION 4. REMEDIES; NO EVENT OF DEFAULT. The County agrees that its undertaking pursuant to the Rule set forth above is intended to be for the benefit of the holders and beneficial owners of the Bonds and shall be enforceable by any such holder or beneficial owner; provided that the right to enforce the provisions of this undertaking shall be limited to a right to obtain specific performance of the County’s obligations hereunder and any failure by the County to comply with the provisions of this undertaking shall not be an event of default with respect to the Bonds under the Indenture. SECTION 5. SEPARATE BOND REPORT NOT REQUIRED; INCORPORATION BY REFERENCE. Additionally, the requirements of this Disclosure Certificate do not necessitate the preparation of any separate annual report addressing only the Bonds. These requirements may be met by the filing of a combined bond report or the County’s Comprehensive Annual Financial Report; provided, such report includes all of the required information and is available by April 30. Additionally, the County may incorporate any information provided in any prior filing with EMMA or other information filed with the SEC or included in any final official statement of the County; provided, such final official statement is filed with the MSRB. SECTION 6. DISSEMINATION AGENTS. The County may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent. SECTION 7. TERMINATION. The County’s obligations under this Disclosure Certificate shall cease upon the legal defeasance, prior redemption, payment in full of all of the Bonds, and/or when the County no longer remains an obligated person with respect to the Bonds within the meaning of the Rule. SECTION 8. AMENDMENTS. The County reserves the right to amend the provisions of this Disclosure Certificate as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any change in circumstances arising from a change in legal requirements, change in law, or change in the identity, nature, or status of the County, or type of business conducted by the County. Any such amendment shall be made only in a manner consistent with the Rule and any amendments and interpretations thereof by the SEC. Annual Information containing any amended operating data or financial information shall explain, in narrative form, the reasons for any such amendment and the impact of the change on the type of operating data or financial information being provided. Additionally, in the year in which any change in accounting principles is made, the County shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 9. OBLIGATED PERSONS. If any person other than the County becomes an Obligated Person (as defined in the Rule) relating to the Bonds, the County shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. D-4 Dated: , 2013 OKALOOSA COUNTY, FLORIDA By: Chairman, Board of County Commissioners [SEAL] ATTEST: Clerk of the Circuit Court, Ex Officio Clerk of the Board of County Commissioners D-5 NGN Draft No.4 9/30/13 019.13 THIRD SUPPLEMENTAL INDENTURE To MASTER INDENTURE OF TRUST Between OKALOOSA COUNTY, FLORIDA and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., As Successor Trustee Securing $ Airport Revenue Refunding Bonds, Series 2013 Dated as of November 1, 2013 THIS THIRD SUPPLEMENTAL INDENTURE, made and entered into as of the first day of November, 2013, by and between OKALOOSA COUNTY, FLORIDA (the "Issuer"), a political subdivision of the State of Florida, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association having a designated office in Jacksonville, Florida, as Trustee (the "Trustee"), WITNESSETH WHEREAS, pursuant to the Act, as herein defined, the Issuer is authorized to issue its revenue bonds for the purpose of financing the Cost of Airport Facilities, within the meaning of the Act and as defined below; and WHEREAS, the Issuer has entered into a Master Indenture of Trust, dated as of May 1, 2003 (the "Master Indenture") with JPMorgan Chase Bank, as predecessor Trustee, pursuant to which the Issuer intends to issue its airport revenue bonds (the "2013 Bonds"), to provide funds to refund the Issuer's Airport Revenue Bonds, Series 2003, and certain other indebtedness, and to finance a portion of the related costs of issuing the 2013 Bonds; and WHEREAS, the 2013 Bonds will be issued pursuant to a Supplemental Indenture which will provide for the terms for the 2013 Bonds; and WHEREAS, the Issuer by this Third Supplemental Indenture intends to issue its Airport Revenue Refunding Bonds, Series 2013 (AMT) (the "2013 Bonds") pursuant to the Master Indenture; and WHEREAS, the Trustee agrees to accept and administer the trusts created hereby; NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: In consideration of the premises, the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the 2013 Bonds by the Holders thereof, and for the purpose of fixing and declaring the general terms and conditions upon which the 2013 Bonds are to be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become Holders thereof, the Issuer and the Trustee agree as follows: ARTICLE I DEFINITIONS Section 101 Definitions. Unless the context otherwise requires, the capitalized terms used in this Third Supplemental Indenture shall have the meanings specified in this Section. Capitalized terms not otherwise defined in this Section shall have the meanings specified in the Master Indenture. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. "Authenticating Agent" for the 2013 Bonds shall mean the Trustee. 1 "Bond Purchase