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

payment thereof has been duly provided as described in the Trust Indenture. It is hereby certified and recited that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this Bond, and of the Bonds of which this Bond is one, does not violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the Certificate of Authentication hereon shall have been executed by manual signature by the authorized representative of the Trustee. A-5 IN WITNESS WHEREOF, Okaloosa County, Florida has issued this Bond and has caused the same to be executed by the Chairman of its Board of County Commissioners, either manually or with his or her facsimile signature, and the corporate seal of the County or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon and attested by the manual or facsimile signature of the Clerk of the Circuit Court for the County, ex officio Clerk of the Board of County Commissioners, all as of the Dated Date set forth above. OKALOOSA COUNTY, FLORIDA By: Chairman Board of County Commissioners (SEAL) ATTEST: By: Clerk of the Circuit Court for the County, Ex officio Clerk of the Board of County Commissioners A-6 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within-mentioned Trust Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signature Date of Authentication: A-7 STATEMENT OF INSURANCE [to come] ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned "Transferor"), hereby sells, assigns, and transfers unto (the Please insert name and Social Security or Federal Employer Identification number of assignee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints (the "Transferee") as attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an institution which is a participant in the Securities Transfer Agent Medallion Program (STAMP) or similar program. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in UNIF TRANS MIN ACT — common (Cust.) TEN ENT - as tenants by the Custodian for — entireties (Minor) JT TEN - As joint tenants with under Uniform Transfers to right of survivorship Minors Act of — and not as tenants (State) in common Additional abbreviations may also be used though not in list above. A-10 NGN Draft No.4 9/30/13 019.13 ESCROW DEPOSIT AGREEMENT ESCROW DEPOSIT AGREEMENT (the "Agreement"), dated as of November 1, 2013, by and between Okaloosa County, Florida, a duly created and validly existing political subdivision of the State of Florida (the "County"), and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agent"), a national banking association having its designated corporate trust office in Jacksonville, Florida, as escrow agent hereunder. WHEREAS, the County has heretofore issued its Airport Revenue Bonds, Series 2003 (the "Refunded Bonds") pursuant to the Master Indenture of Trust, dated as of August 1, 2003, as supplemented (the "Indenture"); WHEREAS, the County has determined to issue its $ * Airport Revenue Refunding Bonds, Series 2013 (AMT) (the "Series 2013 Bonds") pursuant to Resolution No. , adopted by the Board of County Commissioners of Okaloosa County on October 15, 2013 (the "Resolution"), and desires to utilize certain proceeds of such Series 2013 Bonds, together with certain other funds of the County, to buy the Escrow Securities (hereinafter defined) in order to provide payment for the Refunded Bonds as more fully described in Exhibit B attached hereto, and discharge and satisfy the pledges, liens and other obligations of the County under the Indenture in regard to such Refunded Bonds; and WHEREAS, the issuance of the Series 2013 Bonds, the purchase by the Escrow Agent of the Escrow Securities, the deposit of the Escrow Securities into an Escrow Fund (herein defined) to be held by the Escrow Agent and the discharge and satisfaction of the pledges, liens and other obligations of the County under the Indenture in regard to the Refunded Bonds shall occur as a simultaneous transaction; and WHEREAS, this Agreement is intended to effectuate such simultaneous transaction; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. The County represents that the recitals stated above are true and correct and incorporated herein. 2. Receipt of the Indenture, certified by the Clerk of the Court to be true and correct, is hereby acknowledged by the Escrow Agent. The Escrow Agent also acknowledges receipt of the verification report of , dated , 2013 (the "Verification Report"). The applicable and necessary provisions of the Indenture are incorporated herein by reference. Reference herein to or citation herein of any provisions of the Indenture [or the Verification Report] shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if the same were fully set forth herein. 3. The County by this writing exercises its option to have the pledges, liens and obligations to the holders of the Refunded Bonds defeased, discharged and satisfied. 4, There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund designated the "Okaloosa County, Florida Airport Revenue Bonds, Series 2003 Escrow Deposit Trust Fund" (the "Escrow Fund"). The Escrow Fund shall be held in the custody of the Escrow Agent as a trust fund for the benefit of the holders of the Refunded Bonds, separate and apart from other funds and accounts of the County and the Escrow Agent. The Escrow Agent hereby accepts the Escrow Fund and acknowledges the receipt of and deposit to the credit of the Escrow Fund of the sum of $ in immediately available funds. The County represents that such amount constitutes proceeds of the Series 2013 Bonds. For purposes of this Agreement, the Escrow Fund shall consist of a single fund with no sub-accounts. 5. The Escrow Agent represents and acknowledges that, concurrently with the County's deposit, it has used $ of such deposit to purchase on behalf of and for the account of the County, certain direct non-callable obligations of the United States of America (the "Initial Escrow Securities"), in the aggregate principal or par amount of $ which are described in Schedule A hereto, and the Escrow Agent will deposit such obligations in the Escrow Fund. The remaining $ (the "Cash Deposit") shall be held as cash in the Escrow Fund. Any securities which shall be on deposit in the Escrow Fund, including the Initial Escrow Securities, shall herein be referred to as the "Escrow Securities." 6. In reliance upon the Verification Report, the County represents and warrants that the interest on and the principal amounts successively maturing on the Escrow Securities in accordance with their terms (without consideration of any reinvestment of such maturing principal and interest), together with the Cash Deposit, are sufficient such that moneys will be available to the Escrow Agent in amounts sufficient and at the times required to pay the amounts of principal of, redemption premium, if any, and interest due and to become due on the Refunded Bonds as described in Schedule B attached hereto. If the Escrow Securities shall be insufficient to make such redemption payments, the County shall timely deposit to the Escrow Fund, solely from legally available funds of the County, such additional amounts as may be required to pay the Refunded Bonds as described in Schedule B hereto. Notice of any insufficiency shall be given by the Escrow Agent to the County as promptly as possible, but the Escrow Agent shall in no manner be responsible for the County's failure to make such deposits. 7. The deposit of the Escrow Securities in the Escrow Fund shall constitute an irrevocable deposit of federal securities in trust solely for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds at such times and amounts as set forth in Schedule B hereto, and subject to the provisions of Section 9 and Section 17 hereof, the principal of and interest earnings on such Escrow Securities and the Cash Deposit shall be used solely for such purposes. 8. On each date which shall be an interest payment date for any of the Refunded Bonds, the Escrow Agent shall pay to the paying agent for the Refunded Bonds, from the moneys on deposit in the Escrow Fund, a sum sufficient to pay the amount due on the Refunded Bonds at the times provided in Schedule B hereto. The Escrow Agent is also required to pay the paying agent for the Refunded Bonds from the moneys on deposit in the Escrow Fund an amount sufficient to redeem the Refunded Bonds prior to their scheduled maturity dates as contemplated in Schedule B attached hereto. The Escrow Securities shall be used to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds as the same mature or are redeemed. If any payment date shall be a day on which either the paying agent for the Refunded Bonds or the Escrow Agent is not open for acceptance or delivery of funds, then the Escrow Agent may make payment on the next business day. The liability of the Escrow Agent for the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds pursuant to this Agreement shall be limited to the application of the Escrow Securities and the Cash Deposit and the interest earnings thereon available for such purposes in the Escrow Fund. 9. Moneys deposited in the Escrow Fund shall be invested only in the Escrow Securities listed in Schedule A hereto and, except as provided in Section 5 hereof and in this Section 9, neither the County nor the Escrow Agent shall otherwise invest or reinvest any moneys in the Escrow Fund. Except as provided in Section 5 hereof and in this Section 9, the Escrow Agent may not sell or otherwise dispose of any or all of the Escrow Securities in the Escrow Fund and reinvest the proceeds thereof in other securities nor may it substitute securities for any of the Escrow’ Securities, except upon written direction of the County and where, prior to any such reinvestment or substitution, the Escrow Agent has received from the County the following: (a) a written verification report by an independent certified public accountant or firm of independent certified public accountants, of recognized standing, appointed by the County, addressed to the County and the Escrow Agent, stating that after such reinvestment or substitution the principal amount of Escrow Securities, together with the interest therein, will be sufficient to pay the Refunded Bonds as described in Schedule B hereto; (b) a written opinion of Bond Counsel to the effect that (i) such investment will not cause the Refunded Bonds to be "arbitrage bonds" within the