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

as follows: (i) $ face amount of the 2013 Bonds, (ii) [less net original issue discount] [plus net original issue premium] of $ and less an Underwriter's discount of $ The Purchase Price shall be payable to the County on the Closing Date, by wire transfer of federal funds as provided in Paragraph 7 below. 2. The 2013 Bonds shall be issued pursuant to the Constitution and the laws of the State of Florida, including, particularly the Act, and subject to the terms and conditions of Resolution No. of the County adopted on , 2013 (the "Resolution") and the Master Indenture of Trust dated as of August 1, 2003 (the "Master Indenture") between the County and the Trustee, the First Supplemental Indenture authorizing the Series 2003 Bonds dated as of August 1, 2003 (the "First Supplemental Indenture"), the Second Supplemental Indenture authorizing the 2007 Bonds dated as of July 1, 2007 (the "Second Supplemental Indenture"), and the Third Supplemental Indenture authorizing the 2013 Bonds dated as of , 2013 (the "Third Supplemental Indenture" and, with the Master Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, collectively, the "Trust Indenture") between the County and the Trustee authorizing the 2013 Bonds. The principal of and interest on the 2013 Bonds are secured by a pledge of, and are payable from, the Trust Estate (herein, the "Pledged Funds"). The 2013 Bonds are more fully described in the Preliminary Official Statement of the County, dated , 2013, relating to the 2013 Bonds (the "Preliminary Official Statement"). If the County makes any changes to the Preliminary Official Statement that are not also approved by the Underwriter, and if such changes result in the Preliminary Official Statement omitting material information or containing information that is materially misleading, then the Underwriter may, in its discretion, terminate this Purchase Agreement, The 2013 Bonds are subject to redemption prior to maturity as set forth on Exhibit "B" hereto. The proceeds of the 2013 Bonds shall be applied, among other things, to refund the Refunded Indebtedness (as defined in the Trust Indenture). 3. The Underwriter represents that it has been duly authorized to execute this Purchase Agreement. 4, (a) Prior to the date hereof, the County has provided to the Underwriter for its review the Preliminary Official Statement that the County deemed "final" (as defined in Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12" or the "Rule")) as of its date, except for certain permitted omissions (the "Permitted Omissions"), as contemplated by the Rule in connection with the pricing of the 2013 Bonds. The Underwriter has reviewed the Preliminary Official Statement prior to the execution of this Purchase Agreement. The County hereby confirms that the Preliminary Official Statement was "final" (as defined in the Rule) as of its date, except for the Permitted Omissions. (b) The County shall deliver, or cause to be delivered, at its expense, to the Underwriter within seven (7) business days after the date hereof or within such shorter period as may be requested by the Underwriter, and at least three (3) business days prior to the date the 2013 Bonds are delivered to the Underwriter, or within such other period as may be prescribed by the Municipal Securities Rulemaking Board ("MSRB") in order to accompany any confirmation that requests payment from any customer (i) sufficient copies of final Official Statement relating to the 2013 Bonds, in substantially the form of the Preliminary Official Statement with such changes as shall be necessary to reflect the terms of the 2013 Bonds and as shall be approved by the Underwriter and the County (the "Official Statement") to enable the Underwriter to fulfill its obligations pursuant to the securities laws of Florida and the United States, in form and substance satisfactory to the Underwriter, and (ii) an executed original counterpart or certified copy of the Official Statement and the Resolution. In determining whether the number of copies to be delivered by the County are reasonably necessary, at a minimum, the number shall be sufficient to enable the Underwriter to comply with the requirements of Rule 15c2-12, all applicable rules of the MSRB, and to fulfill their duties and responsibilities under Florida and federal securities laws generally. The Underwriter agrees to file the Official Statement with at least one Nationally Recognized Municipal Securities Information Repository ("NRMSIR") which has been so designated by the Securities and Exchange Commission pursuant to Rule 15c2-12 and with the MSRB (accompanied by a completed Form G-36) not later than two (2) business days after the Closing (as hereinafter defined), and will furnish a list of the names and addresses of each such NRMSIR receiving a copy to the County. The filing of the Official Statement with each such NRMSIR shall be in accordance with the terms and conditions applicable to such NRMSIR. The County authorizes, or ratifies as the case may be, the use and distribution of the Preliminary Official Statement and the Official Statement in connection with the public offering and sale of the 2013 Bonds. The Underwriter agrees that it will not confirm the sale of any 2013 Bonds unless the confirmation of sale requesting payment is accompanied or preceded by the delivery of a copy of the Official Statement. The Underwriter shall notify the County of the occurrence of the "end of the underwriting period," as such term is defined in the Rule, on the date which is one day thereafter, and of the passage of the date after which the Underwriter no longer remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule on the date which is one day thereafter. (c) From the date hereof until the earlier of (i) ninety days from the "end of the underwriting period" (as defined in the Rule), or (ii) the time when the Official Statement is available to any person under the MSRB "EMMA" system (but in no case less than 25 days following the end of the underwriting period), if any event occurs or a condition or circumstance exists which may make it necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party discovering such event, condition or occurrence shall notify the other party and if, in the reasonable opinion of the County or the reasonable opinion of the Underwriter, such event, condition or circumstance requires the preparation and publication of an amendment or supplement to the Official Statement, the County, at its expense, promptly will prepare an appropriate amendment or supplement thereto (and file, or cause to be filed, the same with EMMA, and mail such amendment or supplement to each record owner of 2013 Bonds) so that the statements in the Official Statement as so amended or supplemented will not, in light of the circumstances under which they were made, be misleading, in a form and in a manner reasonably approved by the Underwriter. Each party will promptly notify the other of the occurrence of any event of which it has knowledge or the discovery of such condition or circumstance, which, in its opinion, is or may be an event described in the preceding sentence. Notwithstanding the foregoing, however, if prior to the Closing either party hereto does not in good faith approve the form and manner of such supplement or amendment, either party hereto may terminate this Purchase Agreement and if such an event occurs prior to the Closing, then the good faith deposit, a federal funds wire transfer delivered to the County by the Underwriter pursuant to Paragraph 5 herein shall in that event be immediately returned to the Underwriter by the County, provided further, that if subsequent to Closing the County determines that any event, condition or circumstance requires the publication of a supplement or amendment to the Official Statement, then the approval of the Underwriter shall not be required, although the County agrees to seek the prior approval of the Underwriter to such supplement or amendment, and the Underwriter shall distribute the supplement or amendment with the Official Statement. The parties agree to cooperate in good faith with regard to the form and manner of the supplement or amendment to the Official Statement. (d) The Underwriter agrees to make a bona fide offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) of all of the 2013 Bonds at not in excess of the initial public offering price or prices (or not below the yields) set forth on the inside cover page of the Official Statement. If such public offering does not result in the sale of the 2013 Bonds, the Underwriter may offer and sell the 2013 Bonds to certain bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers at prices lower than the public offering prices set forth on the cover page of the Official Statement. The Underwriter hereby certifies that at the time of the execution of this Purchase Agreement, based upon prevailing market conditions, it does not have any reason to believe that any of the 2013 Bonds will be initially sold to the public (excluding such bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices in excess of the prices, or yields below the yields, set forth on the inside cover page of the Official Statement. The County hereby authorizes the Underwriter to use the forms or copies of the Resolution, the Trust Indenture and the Official Statement and the information contained therein in connection with the public offering and sale of the 2013 Bonds and ratifies and confirms its authorization of the distribution and use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with such public offering and sale. 5. Delivered to the County herewith by the Underwriter are the following: (a) a good faith deposit, a federal funds wire transfer payable to the order of the County in an aggregate amount equal to $ (the "Good Faith Deposit") in connection with the 2013 Bonds as security for the performance by the Underwriter of its obligation to accept and pay for the 2013 Bonds at the Closing subject to the terms of this Purchase Agreement. The Good Faith Deposit shall be retained by the County and applied to the purchase price of the 2013 Bonds unless the County is entitled to retain the same in accordance with the terms hereof. In the event that the County does not accept this offer, the Good Faith Deposit shall be immediately returned by the County to the Underwriter. If the County accepts this offer, then upon the County's failure (other than for a reason permitted under this Purchase Agreement) to deliver the 2013 Bonds at the Closing, or if the County shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Purchase Agreement (unless waived by the Underwriter), or if the Underwriter's obligations shall be terminated for any reason permitted by this Purchase Agreement, the Good Faith Deposit shall be returned by the County to the Underwriter and such return shall constitute a full release and discharge of all claims by the Underwriter arising out of the transactions contemplated hereby. If the Underwriter fails (other than for a reason permitted by this Purchase Agreement) to accept, and pay for the 2013 Bonds at the Closing, the Good Faith Deposit shall be retained by the County as and for full liquidated damages for such failure and for any defaults hereunder on the part of the Underwriter and such retention shall constitute a full release and discharge of all claims by the County against the Underwriter