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

notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The County agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Escrow Agent, including without limitation the risk of the Escrow Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. 16. The Escrow Agent, at the time acting hereunder, may at any time resign and be discharged from the duties and obligations hereby created by giving not less than sixty (60) days' written notice to the County and mailing notice thereof, specifying the date when such resignation will take effect to the holders of all Refunded Bonds then outstanding, but no such resignation shall take effect unless a successor Escrow Agent shall have been appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding or by the County as hereinafter provided and such successor Escrow Agent shall have accepted such appointment, in which event such resignation shall take effect immediately upon the appointment and acceptance of a successor Escrow Agent. The Escrow Agent may be replaced at any time by an instrument or concurrent instruments in writing, delivered to the Escrow Agent and signed by the County or the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding. Such instrument shall provide for the appointment of a successor Escrow Agent, which appointment shall occur simultaneously with the removal of the Escrow Agent. In the event the Escrow Agent hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting hereunder, or in case the Escrow Agent shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding by an instrument or concurrent instruments in writing, signed by such holders, or by their attorneys in fact, duly authorized in writing; provided, nevertheless, that in any such event, the County shall appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed by the holders of a majority in aggregate principal amount of the Refunded Bonds then outstanding in the manner above provided, and any such temporary Escrow Agent so appointed by the County shall immediately and without further act be superseded by the Escrow Agent so appointed by such holders. The County shall mail notice of any such appointment made by it at the times and in the manner described in the first paragraph of this Section 16. In the event that no appointment of a successor Escrow Agent or a temporary successor Escrow Agent shall have been made by such holders or the County pursuant to the foregoing provisions of this Section 16 within sixty (60) days after written notice of resignation of the Escrow Agent has been given to the County, the holder of any of the Refunded Bonds or any retiring Escrow Agent may apply to any court of competent jurisdiction for the appointment of a successor Escrow Agent, and such court may thereupon, after such notice, if any, as it shall deem proper, appoint a successor Escrow Agent. No successor Escrow Agent shall be appointed unless such successor Escrow Agent shall be a corporation with trust powers organized under the banking laws of the United States or any State, and shall have at the time of appointment capital and surplus of not less than $20,000,000. In the event of replacement or resignation of the Escrow Agent, the Escrow Agent shall remit to the County the prorated portion of prepaid fees not yet incurred or payable, less any termination fees and expenses at the time of discharge, and shall have no further liability hereunder and the County shall indemnify and hold harmless Escrow Agent from any such liability, including costs or expenses (including legal fees, costs and expenses) incurred by Escrow Agent or its counsel. Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the County an instrument in writing accepting such appointment hereunder and thereupon such successor Escrow Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor; but such predecessor shall nevertheless, on the reasonable written request of such successor Escrow Agent or the County execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trust of such predecessor hereunder; and every predecessor Escrow Agent shall deliver all securities and moneys held by it to its successor; provided, however, that before any such delivery is required to be made, all fees, advances and expenses of the retiring or removed Escrow Agent shall be paid in full. Should any transfer, assignment or instrument in writing from the County be required by any successor Escrow Agent for more fully and certainly vesting in such successor Escrow Agent the estates, rights, powers and duties hereby vested or intended to be vested in the predecessor Escrow Agent, any such transfer, assignment and instruments in writing shall, on request, be executed, acknowledged and delivered by the County. Any corporation into which the Escrow Agent, or any successor to it in the trusts created by this Agreement, may be merged or converted or with which it or any successor to it may be consolidated, or any corporation resulting from any merger, conversion, consolidation or tax-free reorganization to which the Escrow Agent or any successor to it shall be a party shall be the successor Escrow Agent under this Agreement without the execution or filing of any paper or any other act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. 17. This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. Upon such termination, all moneys remaining in the Escrow Fund shall be released to the County. 18. This Agreement shall be governed by the applicable laws of the State of Florida without regard to conflict of law principles. 19. ‘If any one or more of the covenants or agreements provided in this Agreement on the part of the County or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 20. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. 21. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing and sent by registered or certified mail addressed to: Board of County Commissioners of Okaloosa County, Florida 1804 Lewis Turner Blvd., Suite 400 Ft. Walton Beach, Florida 32547 Attention: Clerk of Court The Bank of New York Mellon Trust Company, N.A. 10161 Centurion Parkway — 2"! Floor Jacksonville, Florida 32256 Attention: Patricia Heinz IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date first above written. BOARD OF COUNTY COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA (SEAL) Chairman ATTEST: Clerk S-1 IN WITNESS WHEREOF, the parties hereto have made and executed this Escrow Deposit Agreement to be executed by their duly authorized officers and appointed officials and their seals to be hereunder affixed and attested as of the date first above written. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Escrow Agent (SEAL) By: Title: Authorized Officer S-2 SCHEDULE A INITIAL ESCROW SECURITIES Maturity Date Type Interest Rate Par Amount % $ Sch A-1 SCHEDULE B REFUNDING PAYMENT SCHEDULE Redemption Date Principal Interest Premium Total $ $ $ Sch B-1 SCHEDULE C NOTICE OF DEFEASANCE CUSIP NUMBERS: Notice is hereby given by the Board of County Commissioners of Okaloosa County, Florida (the "County") of the defeasance of the County's Airport Revenue Bonds, Series 2003 (the "Refunded Bonds"). The County has caused to be deposited in trust with The Bank of New York Mellon Trust Company, N.A., pursuant to an Escrow Deposit Agreement, dated as of 1, 2013 (the "Escrow Deposit Agreement") obligations of the United States of America the principal and interest on which will be available for the payment of interest on the Refunded Bonds through 1, 2013 and to redeem the Refunded Bonds on 1, 2013 at a price of 100% of the principal amount thereof. In accordance with the provisions of the Indenture, as amended and supplemented, the Refunded Bonds have been paid and the holders thereof shall have the right to look only to amounts held pursuant to the Escrow Deposit Agreement for payment of the Refunded Bonds. The Refunded Bonds will be redeemed in full on 1, 2013. This notice is an informational notice only and is not a notice of redemption. No action is required of registered owners of Refunded Bonds at this time. Registered owners of Refunded Bonds will be notified at least 30 days prior to 1, 2013 of the redemption of the Refunded Bonds on 1, 2013, which notice will include the correct address for forwarding of bonds for payment. OKALOOSA COUNTY, FLORIDA Chairman Sch C-1 NGN Draft No.1 9/13/13 019.13 OKALOOSA COUNTY, FLORIDA $ Airport Revenue Refunding Bonds, Series 2013 (AMT) BOND PURCHASE CONTRACT , 2013 Chairman and Members of the Board of County Commissioners of Okaloosa County, Florida Re: $ Okaloosa County, Florida Airport Revenue Refunding Bonds, Series 2013 (AMT) Ladies and Gentlemen: The undersigned, RBC Capital Markets, LLC (the "Underwriter"), does hereby offer to enter into this Bond Purchase Contract (the "Purchase Contract") with Okaloosa County, Florida (the "County"), which, upon the County's acceptance hereof, will be binding upon the County and upon the Underwriter. This offer is made subject to the County's acceptance by execution of this Purchase Agreement and its delivery to the Underwriter on or before __.M., Central Daylight Savings Time, on , 2013. Terms not otherwise defined herein shall have the same meanings ascribed to them in the Trust Indenture and the Official Statement as each is described below. 1. Upon the terms and conditions and upon the basis of the representations, warranties and covenants herein, the Underwriter hereby agrees to purchase from the County for offering to the public, and the County hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the Okaloosa County, Florida Airport Revenue Refunding Bonds, Series 2013 (AMT) (the "Series 2013 Bonds") in the aggregate principal amount set forth above. The 2013 Bonds are dated as of the Closing Date and mature at the times and in the amounts and bear interest at the rates set forth in Exhibit "A" attached hereto, such interest being payable on October 1, 2013 and semiannually on each April 1 and October 1 thereafter. The Underwriter is obligated to purchase all of the 2013 Bonds if any of the 2013 Bonds are purchased pursuant to this Purchase Agreement. The aggregate purchase price of the 2013 Bonds shall be $ (the "Purchase Price"). The Purchase Price is calculated