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

failed to timely make filing required by any continuing disclosure undertaking made by it pursuant to Rule 15c2-12. 7. At or before .M., Central Daylight Savings Time, on 2013, or at such other time or on such earlier or later business day as shall have been agreed upon by the County and the Underwriter: (i) the County will deliver the 2013 Bonds to the Trustee for release via its FAST procedures to account of the Underwriter, in definitive form and duly executed, at the offices of The Depository Trust Company in New York, New York, or such other place to be agreed upon by the County and the Underwriter, (ii) the County will deliver to the Underwriter in St. Petersburg, Florida or on such other place as is agreed by the County and the Underwriter the closing documents hereinafter mentioned, and (iii) the Underwriter will accept such delivery and pay the Purchase Price as set forth in Paragraph 1 hereof by wire transfer of federal funds to the order of the County. The foregoing payments and deliveries are herein referred to as the "Closing" and the date of such deliveries and payments is herein referred to as the "Closing Date.". The 2013 Bonds shall bear proper CUSIP numbers and shall be in typewritten form, with a single bond for each maturity and interest rate of the 2013 Bonds, each such bond to be in a principal amount equal to the principal amount thereof maturing on each such date. The 2013 Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will be made available for inspection and checking by the Underwriter not later than 10:00 A.M., Central Daylight Savings Time, no later than the business day prior to the Closing Date. [8. An opinion of general counsel of the Insurer dated the date of Closing and addressed to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that: (i) the Insurer is duly qualified to do business in the State of Florida, (ii) the Insurer has full corporate power and authority to execute and deliver the Policy and the Policy has been duly authorized, executed and delivered by the Insurer and constitutes the legal, valid and binding obligation of the Insurer enforceable in accordance with its terms, and (iii) the information contained in the Official Statement under the heading "FINANCIAL GUARANTY INSURANCE" is true and correct in all material respects and does not omit any statement which in his opinion should be stated therein in order to make the statements made therein, in light of the circumstances in which made, not misleading;] 9. The Underwriter’ obligations hereunder to purchase and pay for the 2013 Bonds shall be subject to the performance by the County of its obligations to be performed hereunder at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the County contained herein shall be true, complete and correct in all material respects as the date hereof and at the time of the Closing, as if made at the time of the Closing. (b) At the time of the Closing (i) the Resolution shall be in full force and effect and shall not have been amended, modified or supplemented after the date of this Purchase Agreement (other than to conform to the description contained in the Official Statement) except with the prior approval of the Underwriter; (ii) the Third Supplemental Indenture shall have been duly executed and delivered by the County and the Trustee; and (iii) the County shall perform or have performed all of its obligations required under or specified in this Purchase Agreement, the Official Statement, the Trust Indenture and the Resolution to be performed at or before the Closing. (c) The County shall not be in default in the payment of principal or interest on any of its bonds, notes, or other debt obligations or otherwise be in default under the Resolution. (d) The Underwriter may terminate this Purchase Agreement by notification to the County if at any time after the date hereof and before the Closing (i) legislation shall be enacted by the Congress or adopted by either House thereof, or a decision by a Court of the United States of America or the United States Tax Court shall be rendered, or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States of America, the Internal Revenue Service or other governmental agency shall be made, with respect to federal taxation upon interest received on bonds of the general character of the 2013 Bonds in a manner different than that described in the Preliminary Official Statement, or with respect to the payment, pledge or collection of the Pledged Funds or the priority of the lien thereon, any of which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the 2013 Bonds; (ii) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis not reasonably foreseen by the parties on the date hereof, the effect of such outbreak, calamity or crisis being such as would cause a major disruption in the municipal bond market and as, in the reasonable judgment of the Underwriter, would make it impracticable for the Underwriter to market the 2013 Bonds or to enforce contracts for the sale of the 2013 Bonds; (iii) there shall be in force a general suspension of trading on The New York Stock Exchange, Inc. or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on The New York Stock Exchange, Inc., whether by virtue of a determination by The New York Stock Exchange, Inc. or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction, or trading in the outstanding securities of the County shall have been suspended by the Securities and Exchange Commission or any securities or stock exchange; (iv) a general banking moratorium shall have been declared by Federal, New York or Florida authorities having jurisdiction and be in force; (v) prior to Closing, either [(A) Standard & Poor's shall inform the County or the Underwriter that the 2013 Bonds will not be rated at least "A," (B) (the "Insurer") shall inform the County or the Underwriter that it will not deliver its municipal bond insurance policy insuring the 2013 Bonds (the "Policy") on the date of Closing;] or (vi) any event shall have occurred or shall exist which makes untrue or incorrect, as of its date, in any material respect, any material statement or information contained in the Preliminary Official Statement or the Official Statement or which is not reflected in the Preliminary Official Statement or the Official Statement, as the Official Statement may have been revised from time to time pursuant to Paragraph 4(c) hereof, but should be reflected therein in order to make such material statements and information contained therein not misleading as of such time, unless the County timely and appropriately supplements or amends the Official Statement pursuant to Paragraph 4(c) above. (e) At or before the Closing, the Underwriter shall receive the following documents: (1) The Official Statement, executed on behalf of the County; (2) A certified copy of the Resolution; -10- (3) A certified copy of the audited financial statements of the County as of and for the years ended September 30, 2011 and 2012 and the Report of independent accountants with respect to such statements, and the Independent Auditor's Report dated September 30, 2012, with accompanying financial statements, for the County's Airport Enterprise Fund, and a letter from such accountants consenting to the use of the financial statements appended to the Official Statement; (4) An original counterpart of the Trust Indenture in form and substance satisfactory to the Underwriter; (5) The approving opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, as to the 2013 Bonds, dated the Closing Date, substantially in the form included as Appendix D to the Official Statement; (6) A supplemental opinion of Nabors, Giblin & Nickerson, P.A., Bond Counsel, dated the Closing Date, to the effect that (i) the Underwriter may rely upon the opinion required pursuant to Paragraph 8(e)(5) hereof to the same extent as if addressed to the Underwriter, (ii) the Trust Indenture and this Purchase Agreement have been duly authorized, executed and delivered by the County and constitute the valid and binding obligations of the County, enforceable against the County in accordance with their respective terms, (iii) the County has the right and power and is duly authorized to levy, impose, receive and collect the Pledged Funds, (iv) the County has duly authorized the distribution of the Official Statement, (v) based upon such counsel's participation in the preparation of the Official Statement, without passing upon or assuming responsibility for the accuracy, completeness or fairness of the statements contained therein, the statements contained in the Official Statement under the captions "INTRODUCTION," "DESCRIPTION OF THE SERIES 2013 BONDS" (other than under "Book-Entry Only System" thereunder), "SECURITY FOR THE SERIES 2013 BONDS," "FLOW OF FUNDS," "TAX EXEMPTION" and in "APPENDIX B -FORMS OF THE MASTER INDENTURE OF TRUST, THE FIRST SUPPLEMENTAL INDENTURE, THE SECOND SUPPLEMENTAL INDENTURE AND THE THIRD SUPPLEMENTAL INDENTURE," insofar as such statements purport to summarize certain provisions of law, the 2013 Bonds, the Resolution, the Trust Indenture and the statutory provisions relating to federal and Florida income tax matters respecting the 2013 Bonds, present a fair and accurate summary of the information and documents they purport to describe, (vi) the 2013 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is not required to be registered under the Trust Indenture Act of 1939, and (vii) the 2013 Bonds are secured by a pledge of the Pledged Funds thereunder; (7) An opinion, dated the date of Closing and addressed to the Underwriter of John R. Dowd, Esquire, County Attorney, in the form attached hereto as Exhibit "D"; (8) A certificate of the County dated the Closing Date signed by its Chairman, Clerk, County Manager and Deputy Clerk and Finance Officer, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the County contained herein are true and correct in all material respects as of the date of Closing, as -11- if made on the date of Closing; (ii) the County has performed all obligations to be performed hereunder as of the date of Closing; (iii) this Purchase Agreement, the Trust Indenture, the Escrow Deposit Agreement, the Lease, the Joint Use Agreement, and the Airline Agreements (collectively, the "Agreements") have been duly authorized, executed and delivered by the County and constitute the valid, binding and enforceable agreements of the County in accordance with their respective terms; (iv) the Resolution has been duly and lawfully adopted by the County, is in full force and effect, has not been modified, amended or repealed except as provided therein and constitutes a legal, valid and binding obligation of the County, enforceable in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally; (v) the 2013 Bonds have been duly authorized, executed and delivered by the County and constitute valid and binding obligations of the County, enforceable in accordance with their terms and the terms of the Trust Indenture and the Resolution subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally, are entitled to the benefits and security of the Trust Indenture and the Resolution and the Act and are payable from and