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

covenants and pledges contained in the Master Indenture shall be applicable to the 2013 Bonds herein authorized. Section 302. Security for 2013 Bonds. The 2013 Bonds shall be payable solely from and secured by a pledge of and lien on: (a) The Trust Estate, on a parity with any Additional Bonds which may be issued under the Master Indenture; and (b) The Pledged PFC Revenues upon deposit in the 2013 Pledged PFC Account and the 2013 PFC Coverage Subaccount under Article V of this Third Supplemental Indenture. All of such pledges and liens shal! be subject to Section 701 of the Master Indenture. Section 303. 2013 Accounts. There are hereby created and established in the Funds and Accounts created and established pursuant to Sections 501 and 601 of the Master Indenture the following Series Accounts: (1) in the Bond Fund, a 2013 Interest Account, a 2013 Principal Account, and a 2013 Redemption Account; (2) in the Debt Service Reserve Fund, a 2013 Debt Service Reserve Account; (3) in the Passenger Facility Charge Fund, the accounts and subaccounts described in Section 501 hereof; and (4) in the Rebate Fund a 2013 Rebate Account. Section 304. Rebate Covenants. The Issuer covenants to calculate, as frequently as required under the Code, amounts required under Section 148 of the Code to be rebated to the U.S. Treasury Department, to furnish to the Trustee the results of such calculations, and pay to the Trustee for deposit into the 2013 Rebate Account the amounts shown by such calculations, accompanied by completed forms for filing by the Trustee with the U.S. Treasury Department. The Trustee shall file such forms, accompanied by such required payment, but solely from money in the 2013 Rebate Account. Section 305. Funding Debt Service Reserve Fund Requirement Deficiency. Pursuant to Section 611(ix) of the Master Indenture, prior to deposit of any amount to the Airports General 8 Purpose Fund, there shall first be deposited pro rata to each Series Account in the Debt Service Reserve Fund all remaining amounts in the Revenue Fund to the extent necessary to fully fund the applicable Series Debt Service Reserve Fund Requirement. ARTICLE IV RESERVED 10 ARTICLEV PLEDGED PASSENGER FACILITY CHARGE Section 501. 2013 Pledged PFC Account; 2013 PFC Project Account. There are hereby created and established in the Passenger Facility Charge Fund a 2013 Pledged PFC Account and a 2013 PFC Coverage Subaccount therein, each to be held by the Issuer, pursuant to Section 501 of the Master Indenture. Monies in the 2013 Pledged PFC Account shall constitute Pledged PFC Revenues and are hereby pledged to secure the payment of the Principal Amount of, Redemption Premium, if any, and Interest on the 2013 Bonds. Section 502. Application of Monies in Passenger Facility Charge Fund. (a) So long as any 2013 Bonds remain Outstanding, PFC Revenues shall be transferred upon receipt in the Passenger Facility Charge Fund: (1) into the 2013 Pledged PFC Account until, in each month, the amount on deposit in the 2013 Pledged PFC Account equals (i) the PFC Debt Service on the 2013 Bonds for such month and (ii) the product of (I) any required deposit into the 2013 Debt Service Reserve Account times (II) the PFC Debt Service Percentage; and (2) into the 2013 PFC Coverage Subaccount in the amount necessary to maintain therein the 2013 PFC Coverage Amount. (b) PFC Revenue in the Passenger Facility Charge Fund in excess of the amount required to be transferred to the 2013 Pledged PFC Account and the 2013 PFC Coverage Subaccount shall remain in the Passenger Facility Charge Fund, and shall be invested pursuant to Section 612 of the Master Indenture until no 2013 Bonds remain Outstanding. (c) While any 2013 Bonds remain Outstanding, the Issuer may utilize surplus funds in the Passenger Facility Charge Fund (i) to pledge to secure and to pay any additional Bonds or Subordinated Indebtedness, or (ii) for such capital projects related to the Airports on a pay-as- you-go basis or other purposes as may be authorized from time to time by the Board and as are authorized by the PFC Act, PFC Regulations and PFC Approvals, provided that, in either case described in (i) or (ii), the Issuer shall first file a certificate with the Trustee stating that no Event of Default or an event which, with the passage of time on the giving of notice, would constitute an Event of Default exists as of the date of the certificate. (d) After all 2013 Bonds are no longer Outstanding, the remaining monies in the Passenger Facility Charge Fund, if not provided for in any other Supplemental Indenture, may be utilized for such capital projects related to the Airports on a pay-as-you-go basis or other purposes as may be authorized from time to time by the Board and as are authorized by the PFC Act, PFC Regulations and PFC Approvals. 11 Section 503. Application of Monies in the 2013 Pledged PFC Account. No later than the same day in each month that monies are transferred from the Revenue Fund into the Bond Fund pursuant to Section 611 of the Master Indenture, the Issuer shall transfer: (a) first, from the 2013 Pledged PFC Account, and second, if necessary from the 2013 PFC Coverage Subaccount therein, an amount equal to the PFC Debt Service for such month on the 2013 Bonds to the Trustee for deposit into the 2013 Interest Account, 2013 Principal Account and 2013 Redemption Account for payment of each Account's share of the PFC Debt Service, and (b) from the 2013 Pledged PFC Account to the Trustee for deposit into the 2013 Debt Service Reserve Account the amount for such month calculated pursuant to Section 502(a)(1)(@1) hereof. Section 504. Covenants to Maintain PFC Revenue. The Issuer covenants to do all things necessary on its part to continue the levy of the Passenger Facility Charge in compliance with the PFC Act and any successor provision of law and to diligently enforce collection of the Passenger Facility Charge. The Issuer will at all times comply with all of the requirements and conditions of the PFC Act, the PFC Regulations and the PFC Approvals, and take every necessary action to remain qualified to levy the Passenger Facility Charge and collect the PFC Revenues; and the Issuer will not take any action which will jeopardize eligibility for receipt of such funds which may adversely affect the undertakings provided in this instrument. The Issuer will not take any action or enter into any agreement which will have the effect of reducing the level of the Passenger Facility Charge received by the Issuer from that prevailing at the time the Issuer takes such action or enters into such agreement. Section 505. Compliance with PFC Act, PFC Regulations and PFC Approvals. The Issuer covenants that it will comply with all provisions of the PFC Act and the PFC Regulations applicable to it, and all provisions of the PFC Approvals, and that it will not take any action or omit to take any action with respect to the PFC Revenues and of the Airports or otherwise if such action or omission would, pursuant to the PFC Act, the PFC Regulations or the PFC Approvals, cause the termination of the authority to impose the Passenger Facility Charge or prevent the use of the PFC Revenues as contemplated by the Indenture and the PFC Approvals. The Issuer covenants that all moneys in the Passenger Facility Charge Fund and any other Fund or Account to which such PFC Revenues may be transferred will be used in compliance with all provisions of the PFC Act, the PFC Regulations and the PFC Approvals applicable to the Issuer and all provisions thereof. Without limiting the generality of the foregoing, the Issuer covenants that, to the extent necessary to comply with the foregoing covenant: (1) it (a) will impose the Passenger Facility Charge to the full extent authorized by the PFC Approvals, (b) will not unilaterally decrease the level of the Passenger Facility Charge to be collected from any passenger, (c) will unilaterally increase the total approved Passenger Facility Charge revenue pursuant to PFC Regulations Section 158.37(a) to the extent necessary to pay the debt service of the 2013 Bonds, and (d) will apply for an additional increase in total approved 12 Passenger Facility Charge revenue pursuant to PFC Regulations Section 158.37(b) to the extent the Issuer projects such increase may be necessary to pay the debt service on the 2013 Bonds; (ii) it will not impose any noise or access restriction at the Airport not in compliance with the Airport Noise and Capacity Act of 1990, Pub. L 101-508, Title IX, Subtitle D; (iii) it will take all action reasonably necessary to cause the collecting air carriers to collect and promptly remit to the Issuer the Passenger Facility Charge at the Regional Airport required by the PFC Act, the PFC Regulations and the PFC Approvals to be so collected and remitted; and (iv) it will contest any attempt by the FAA to terminate or suspend the authority to impose, receive or use the Passenger Facility Charge at the Regional Airport prior to the date total approved passenger facility charge revenue has been collected. 13 ARTICLE Ix MISCELLANEOUS Section 601. Severability. If any one or more sections, clauses, sentences or parts hereof shall for any reason be questioned in any court of competent jurisdiction and shall be adjudged unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remaining provisions hereof, or the 2013 Bonds issued pursuant hereto, but shall be confined to the specific sections, clauses, sentences and parts so adjudged. Section 602. Governing Law. This Third Supplemental Indenture and the 2013 Bonds are contracts made under the laws of the State and shall be governed and construed in accordance with such laws. Section 603. Notices. (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices, consents or other communications required or permitted hereunder shall be deemed sufficiently given or served if given in writing, mailed by first class mail, postage prepaid and addressed as follows: (i) If to the Issuer, addressed to: Okaloosa County, Florida c/o County Manager 1804 Lewis Turner Blvd., Suite 400 Ft. Walton Beach, Florida 32547 with a copy to: County Finance Director and County Airport Director (ii) If to the Trustee, sent by registered or certified mail addressed to: 10161 Centurion Parkway Jacksonville, Florida 32256 (iii) If to the registered Holder of a 2013 Bond, addressed to such Holder at the address shown on the books of the Registrar kept pursuant hereto. 14 (b) The Issuer and the Trustee may from time to time by notice in writing to each other designate a different address or addresses for notice hereunder. Section 604. Counterparts. This Third Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. Section 605. Immunity of Individuals. No recourse shall be had for the payment of the Principal Amount of, Redemption Premium, if any, or Interest on any of the 2013 Bonds or for any claim based thereon or upon any obligation, covenant or agreement herein against any past, present or future member, officer, employee, agent or consultant of the Issuer, whether directly or indirectly, and all such liability of any such individual is such as hereby expressly waived and released as a condition of and in consideration for the execution hereof and the issuance of the 2013 Bonds. Section 606. Limited Liability; Immunity of Officers of the Issuer. This Third Supplemental Indenture does not pledge the full faith, general credit or taxing power of the State or any of its political subdivisions, including the Issuer. No provision, covenant or agreement contained in this Third Supplemental Indenture or in the 2013 Bonds or in any Additional Bonds or any obligations herein or therein imposed upon the Issuer or the breach