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

thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary liability or a charge against its general credit. In making the agreements, provisions and covenants set forth in this Third Supplemental Indenture, the Issuer has not obligated itself except with respect to the Trust Estate and the Pledged PFC Revenues and the application of the revenues, income and all other property therefrom, as hereinabove provided. The Issuer is not nor are the members of the Board of the Issuer, the agents, attorneys or employees of the Issuer, or their respective heirs, personal representatives or successors personally or generally liable in connection with any matter, cause or thing pertaining to this Third Supplemental Indenture, or any instruments and documents executed and delivered by the Issuer in connection with this Third Supplemental Indenture. No covenant or agreement contained in this Third Supplemental Indenture shail be deemed to be the covenant or agreement of any member of the Board, officer, attorney, agent or employee of the Issuer in an individual capacity. No recourse shall be had for the payment of the Principal Amount of or Redemption Premium (if any) or Interest on, the 2013 Bonds or any claim based thereon against any officer, member of the Board, agent, attorney or employee of the Issuer past, present or future, or its successors or assigns, as such, present or future, either directly or through the Issuer, or any successor entity, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability of such members of the Board, officers, agents, attorneys or employees, being hereby released as a condition of, and as a consideration for, the execution and delivery of this Third Supplemental Indenture. 15 Section 607. Binding Effect. This instrument shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns subject to the limitations contained herein. 16 IN WITNESS WHEREOEF, the Issuer has caused these presents to be signed in its name and on its behalf and attested by its duly authorized officers, and, to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer, all as of the day and year first above written. OKALOOSA COUNTY, FLORIDA By: Chairman, Board of County Commissioners (SEAL) Attest: By: Clerk, Board of County Commissioners 17 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer 18 EXHIBIT A TO THIRD SUPPLEMENTAL INDENTURE A-1 No. R-1 $ UNITED STATES OF AMERICA STATE OF FLORIDA OKALOOSA COUNTY, FLORIDA AIRPORT REVENUE REFUNDING BOND, SERIES 2013 RATE OF INTEREST MATURITY DATE DATED DATE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: Okaloosa County, Florida (the "County"), for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special funds hereinafter mentioned, on the Maturity Date specified above, the principal sum shown above, upon presentation and surrender hereof at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Jacksonville, Florida, as Trustee, and to pay solely from such funds, interest thereon from the Dated Date of this Bond or from the most recent Interest Payment Date to which interest has been paid, whichever is applicable, until payment of such sum, at the rate per annum set forth above until payment of the principal sum, such interest to the maturity hereof being payable on April 1, 2014 and thereafter on April 1 and October 1 of each year by check or draft mailed to the Registered Owner at his address as it appears, at the close of business on the fifteenth day of the calendar month (whether or not a Business Day) next preceding the applicable Interest Payment Date, on the registration books of the County kept by the Trustee as Registrar; provided, however, that payment of the Principal Amount of, redemption premium, if any, and interest on this Bond may, at the option of a Registered Owner of Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer within the continental United States to such Registered Owner to the bank account number on file with the Registrar as of the regular record date. In the event of a default by the County in the payment of interest due on a Bond on any interest Payment Date, such defaulted Interest will be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted Interest established by notice mailed by the Registrar for such Bond to the Registered Owners thereof not less than ten (10) days preceding such special record date. The principal of, premium, if any and interest on this Bond are payable in currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest shall be calculated on the basis of a 360 day year consisting of twelve (12) 30 day months. This Bond is a special and limited obligation, payable solely from and secured by a first lien upon and pledge of the Trust Estate under that certain Master Indenture of Trust dated as of August 1, 2003 (the "Master Indenture") between the County and JPMorgan Chase Bank, as A-2 predecessor Trustee, as supplemented by First Supplemental Indenture dated as of August 1, 2003, a Second Supplemental Indenture dated as of December 1, 2007 and a Third Supplemental Indenture dated as of November 1, 2013 (the "Third Supplemental Indenture" and, with the Master Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Trust Indenture"). The Trust Estate consists of Net Revenues derived from the operation of the County's Airports, and, with respect to the 2013 Bonds only, the Pledged PFC Revenues, and money and investments on deposit in certain Funds under the Trust Indenture, all as provided in the Trust Indenture. This Bond does not constitute a general obligation or a pledge of the faith, credit or taxing power of the County, the State of Florida, or any other political subdivision thereof within the meaning of any constitutional or statutory provision or limitation, and it is expressly agreed by the Registered Owner of this Bond that such Registered Owner shall never have the right to require or compel the exercise of the ad valorem taxing power of the County for the payment of the principal of and interest on this Bond. It is further agreed between the County and the Registered Owner of this Bond that this Bond and the obligation evidenced hereby shall not constitute a lien upon any property of the County, except the Trust Estate, in the manner provided in the Trust Indenture. This Bond is one of an authorized issue of $ Airport Revenue Refunding Bonds, Series 2013 (the "Bonds") of like date, tenor and effect, except as to number, interest rate, redemption provisions and date of maturity, issued under Part I of Chapter 125, Chapter 332, and Sections 215.81, 215.431, and 218.385, all of Florida Statutes, and pursuant to the Trust Indenture. The proceeds of the Bonds will be used to finance the refunding of the County's Airport Revenue Bonds, Series 2003, and certain other indebtedness. This Bond is subject to all the terms and conditions of the Trust Indenture, all of which is hereby incorporated herein by reference to the same extent as if fully set forth herein. Capitalized terms used herein shall have the meaning specified in the Trust Indenture. The Bonds are issuable only as fully registered bonds in the denominations of $5,000 and integral multiples thereof. This Bond is transferable, and exchangeable for Bonds of other authorized denominations, at the corporate office of the Registrar by the Registered Owner or by a person legally empowered to do so, upon presentation and surrender hereof to the Registrar, together with a request for exchange or an assignment signed by the Registered Owner or by a person legally empowered to do so, in a form satisfactory to the Registrar, all subject to the terms, limitations and conditions provided in the Trust Indenture. No charge will be made for transfer or exchange, but the County or the Registrar may require payment of an amount sufficient to cover any tax or other governmental charge payable in connection therewith. The Trust Indenture contains certain covenants with the Registered Owners of the Bonds for the terms of which reference is made to the Trust Indenture. In particular, the County has reserved the right to issue additional Bonds payable from and secured by a lien upon and pledge of the Trust Estate on a parity with the Bonds upon compliance with certain conditions set forth in the Trust Indenture. The County has also reserved the right to defease the lien of the Bonds upon the Trust Estate upon making provision for payment of the Bonds as provided in the Trust Indenture. A-3 Reference is made to the Trust Indenture for a more complete description of the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the County, the Trustee and Registrar and the Registered Owners, and the terms and conditions upon which the Bonds are issued and secured. The Registered Owner of this Bond, by acceptance hereof, assents to all of the provisions of the Trust Indenture. Optional Redemption. The Bonds maturing on or before October 1, 20 are not subject to optional redemption prior to maturity. The Bonds maturing after October 1, 20_ shall be subject to optional redemption by the County on any date on or after October 1,20__, in whole or in part in such order of maturity and manner as the County may determine, at the redemption price of par plus interest accrued to the date fixed for redemption. Mandatory Sinking Fund Redemption. The Bonds maturing on October 1, 20___, are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, 20 __, 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 Bonds maturing on October 1, 20 and bearing interest at %, are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1,20 _, 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 A-4 The Bonds maturing on October 1, 20 and bearing interest at %, are subject to mandatory redemption in part through sinking fund installments on October | of each year, commencing October 1, 20 _, 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 Notice of Redemption. Notice of such redemption shall, at least thirty (30) days and not more than sixty (60) days prior to the redemption date, be mailed by first class mail to all Registered Owners of Bonds to be redeemed, at their addresses as they appear of record on the registration books of the Registrar in the manner provided in the Trust Indenture. Failure to so file or mail any such notice of redemption shall not affect the validity of the proceedings for such redemption with respect to Registered Owners of Bonds to whom notice was duly given. Interest shall cease to accrue on any Bond duly called for redemption on the redemption date, if