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

Contract" means the Bond Purchase Contract between the Issuer and the 2013 Original Purchaser for the purchase of the 2013 Bonds. "Indenture" means, collectively, the Master Indenture, First Supplemental Indenture, Second Supplemental Indenture and this Third Supplemental Indenture. "Loan" shall mean the Issuer's outstanding obligations under that certain Loan Agreement (Airport Revenues) among the Florida Local Government Finance Commission, JPMorgan Chase Bank and the Issuer dated as of December 4, 2012, as the same may be modified or amended from time to time. "Master Indenture" means the Master Indenture of Trust between the Issuer and the Trustee, dated as of August 1, 2003, securing Airport Revenue Bonds of the Issuer. "PFC Debt Service", as to the 2013 Bonds, shall mean the sum of the amounts required to be deposited into the 2013 Interest Account, 2013 Principal Account and 2013 Redemption Account during any period pursuant to Section 611(ii) of the Master Indenture, multiplied by the PFC Debt Service Percentage. "PFC Debt Service Percentage" shall mean that percentage determined by dividing the total Costs of the PFC Eligible Projects funded from proceeds of the Series 2003 Bonds by the total Costs of the Prior Projects funded from proceeds of the Series 2003 Bonds. "PFC Eligible Projects" shall mean those components of the Prior Projects the Costs of which are eligible to be paid from PFC Revenues pursuant to the PFC Act, the PFC Regulations and the PFC Approvals. "PFC Revenues", for purposes of this Third Supplemental Indenture, means revenues derived from the PFC imposed by the County and approved by the Federal Aviation Administration in a Record of Decision dated October 5, 2000, as amended, increased and approved by the Federal Aviation Administration on March 28, 2002, and as further amended from time to time. "Prior Projects" shall mean the renovation and expansion of the Regional Airport's apron and taxing system, the expansion of the Regional Airport's access and parking system and the demolition and reconstruction of the Regional Airport's terminal facilities, and construction of approximately 4,000 square foot maintenance facility at NW Florida Regional Airport, rehabilitation of approximately 8,000 feet of runway 17/35 at Bob Sikes Airport, additions to and improvements of a security building at NW Florida Regional Airport, and capital improvements to the runway at Destin/Fort Walton Beach Airport, including overlay. "Refunded Indebtedness" means (a) the Series 2003 Bonds, and (b) the Loan. "Series 2003 Bonds" means the Issuer’s Airport Revenue Bonds, Series 2003. "2013 Bonds" means the Issuer's Airport Revenue Refunding Bonds, Series 2013 (AMT), authorized to be issued pursuant hereto. ["2013 Credit Facility" means the bond insurance policy with respect to the 2013 Bonds issued by the 2013 Credit Provider. ] ["2013 Credit Provider" means ,a | "2013 Original Purchaser" means RBC Capital Markets, as underwriter for the 2013 Bonds. "2013 Debt Service Reserve Fund Requirement" shall mean the sum of $ , which constitutes the least of the following amounts: (a) 10% of the original proceeds of the 2013 Bonds; (b) the maximum amount of Annual Debt Service on the 2013 Bonds occurring in any Fiscal Year of the Issuer; and (c) 125% of the average Annual Debt Service on the 2013 Bonds. "2013 PFC Coverage Amount" means 25% of the PFC Debt Service on the 2013 Bonds during any Fiscal Year. "2013 Subaccounts" means, collectively, the separate accounts established and maintained pursuant to the provisions of this Third Supplemental Indenture for the benefit of the Holders of the 2013 Bonds. ARTICLE II 2013 PROJECT AND 2013 BONDS Section 201. Authorization of 2013 Project and Retirement of the Loan. The Board hereby specifically authorizes the refunding of the Refunded Indebtedness, and ratifies and affirms all actions previously taken in furtherance of refunding the Refunded Indebtedness. Section 202. Authorization of 2013 Bonds. Subject and pursuant to the provisions of this Third Supplemental Indenture and the Master Indenture, obligations of the Issuer, to be known as "Airport Revenue Refunding Bonds, Series 2013 (AMT)" (the "2013 Bonds") are hereby authorized to be issued in the aggregate principal amount of $ for the purpose of refunding the Refunded Indebtedness. Section 2.03. Description of 2013 Bonds. (a) The 2013 Bonds shall be Fixed Rate Bonds under the Master Indenture and shall be issued as Tax Exempt Bonds under the Master Indenture. The 2013 Bonds shall be numbered from R-1 upward; the 2013 Bonds shall be in the denominations of $5,000 or any integral multiple thereof; shall be in fully-registered form, payable to "Cede & Co.", as nominee for the Depository Trust Company, New York, New York; shall be issued in book-entry only form; shall be dated as of their date of delivery; and shall bear interest at the rates, payable on: April 1, 2014 and on each April 1 and October 1 thereafter until maturity and shall mature on October 1, in the years, and the amounts as set forth below: $ Serial Bonds Date Interest (October 1) Principal Rate $ % Term Bonds $ % Term Bonds Due October 1, , Price $ ; Yield % (b) Except as otherwise provided below in Section 206, interest will be payable by check or draft mailed to the Holders thereof at the address shown on the registration books kept by the Registrar at the close of the business on the fifteenth (15th) day of the calendar month, whether or not a Business Day, next preceding such Interest Payment Date (the "Regular Record Date"); provided, however, that payment of the Principal Amount of, Redemption Premium, if any, and interest on the 2013 Bonds may, at the option of any Holder of 2013 Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer within the continental United States to such Holder to the bank account number on file with the Registrar as of the Regular Record Date. Section 204. Redemption of 2013 Bonds. Optional Redemption. The 2013 Bonds maturing on or before October 1, _are not subject to optional redemption prior to maturity. The 2013 Bonds maturing after October 1, shall be subject to optional redemption by the Issuer on any date on or after October 1, , in whole or in part in such order of maturity and manner as the Issuer may determine, at the redemption price of par plus interest accrued to the date fixed for redemption. Mandatory Sinking Fund Redemption. The 2013 Bonds maturing on October 1, , are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, , at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Year Principal Amount $ *maturity The 2013 Bonds maturing on October 1, and bearing interest at %, are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, , at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Year Principal Amount $ *maturity Effect of Call for Redemption. On the date designated for redemption by notice, the 2013 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such 2013 Bonds on such date. If on the date fixed for redemption moneys for payment of the redemption price and accrued interest are held by the Paying Agent, interest on such 2013 Bonds so called for redemption shall cease to accrue, such 2013 Bonds shall cease to be entitled to any benefit or security under the Indenture except the right to receive payment from moneys held therefor by the Paying Agent and the amount of such 2013 Bonds so called for redemption shall be deemed paid and no longer Outstanding. Method of Selecting Bonds for Redemption. Except when registration of the 2013 Bonds is maintained pursuant to a book-entry only system, 2013 Bonds shall be selected for redemption as follows: (a) in the event that less than all of the 2013 Bonds are to be redeemed, the maturities to be redeemed and the method of their selection shall be determined by the Issuer, (b) in the event that less than all 2013 Bonds of a maturity are to be redeemed, the 2013 Bonds of such maturity to be redeemed shall be selected by lot in such customary manner as the Trustee shall determine, and (c) in the event that less than all 2013 Bonds of a term bond are to be redeemed, the remaining annual amounts of mandatory sinking fund redemption shall be reduced in such years and amounts as the Issuer shall determine. Upon the selection and call for redemption of, and the surrender of, any 2013 Bonds for redemption in part only, and except when registration of the 2013 Bonds is maintained pursuant to a book-entry only system, the Issuer shall cause to be executed, authenticated and delivered to or upon the written order of the Holder thereof, at the expense of the Issuer, new 2013 Bonds in fully registered form, of authorized denominations and like tenor and in an aggregate face amount equal to the unredeemed portion of the 2013 Bonds surrendered. Notice of Redemption. During the period that DTC or Cede & Co. is the registered owner of the 2013 Bonds the Trustee shall not be responsible for mailing notices of redemption to the Beneficial Owners of the 2013 Bonds. Conditional Notice of Redemption. Notice of redemption of the 2013 Bonds may be conditional upon and made subject to the irrevocable deposit of sufficient funds to pay the redemption price after such notice is given and on or before the redemption date, provided such condition is expressly stated in the notice. Section 205. Credit Facility. [to come] Section 206. Book-Entry System of Registration. The 2013 Bonds shall be issued using the book-entry-only system of registration described in the Official Statement for the 2013 Bonds. Section 207. Form of 2013 Bonds. The 2013 Bonds shall be issued in the form attached as Exhibit A hereto and by this reference made a part hereof. Section 208. Continuing Disclosure. The Issuer shall provide continuing disclosure of information relating to the 2013 Bonds as provided in its Continuing Disclosure Certificate in the form attached as an appendix to the Official Statement for the 2013 Bonds. Section 209. Authentication of 2013 Bonds. The Trustee as Authenticating Agent shall authenticate and deliver to the 2013 Original Purchaser the 2013 Bonds upon receipt of a request from the Issuer and receipt of the items specified in Section 210(a), (b), (c) and (d) of the Master Indenture relating to the 2013 Bonds and compliance with any other requirements in accordance with the Indenture. Section 210. Sources and Uses of Funds. The Issuer shall receive the funds from the sources and in the amounts specified in (a) below and shall apply them upon receipt as provided in (b) below. The Trustee shall apply the funds upon receipt as provided in (c) below. (a) Sources of Funds: $ (i) Purchase Price of 2013 Bonds (ii) Reserve Account held for the 2003 Bonds Total Sources of Funds (b) Uses of Funds by the Issuer: (i) Payment of costs of issuance (ii) Payment for retirement of Loan Total Uses of Funds by Issuer $ (c) Uses of Funds by the Trustee: (i) Deposit to 2013 Reserve Account (4i) Deposit to Escrow Deposit Account Total Uses of Funds by Trustee Total Uses of Funds by Issuer and Trustee AF ARTICLE III APPLICATION OF PROVISIONS OF MASTER INDENTURE Section 301. Application of Provisions of the Master Indenture. The 2013 Bonds shall for all purposes be considered to be Bonds issued under the authority of the Master Indenture and shail be entitled to all the protection and security provided therein for Bonds. The