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

secured by a first lien on the Pledged Funds; (vi) except as disclosed in the Official Statement, no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of the 2013 Bonds, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Trust Indenture, or the Agreements, (C) in any way contesting the corporate existence or powers of the County, (D) to restrain or enjoin the collection of the Net Revenues, (E) which may result in any material adverse change in the business, properties, assets or financial condition of the Airports, or (F) asserting that the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) since September 30, 2012, no material adverse change has occurred in the financial position of the Airport except as set forth in or contemplated by the Official Statement; (viii) except as described in the Official Statement, since September 30, 2012, no material adverse change has occurred in the rate of collection of the Net Revenues; and (ix) the Official Statement did not as of its date, and does not as of the date of Closing contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which the Official Statement is to be used, or which is necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading; (9) Evidence that, (i) assuming delivery of the Policy, Standard & Poor's has issued an " " rating for the 2013 Bonds, and that such rating is in full force and effect as of the date of Closing; [(10) The Policy of the Insurer insuring payment of the principal of, and interest on, the 2013 Bonds when due;] (11) An incumbency certificate of the Trustee in a form reasonably acceptable to the Underwriter; (12) Certified copies of the Lease and the Joint Use Agreement related to the Airport, as described in the Official Statement; -12- [(13) A certificate dated the Closing Date of Ricondo & Associates, Inc., Cincinnatti, Ohio, addressed to the County and to the Underwriter to the effect that the statements contained in the Official Statement under the headings "NORTHWEST FLORIDA REGIONAL AIRPORT," "HISTORICAL OPERATING RESULTS," and "APPENDIX A — EXCERPTS FROM FINANCIAL STATEMENTS OF THE COUNTY RELATING TO THE AIRPORTS SYSTEM ENTERPRISE FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2012," as of its date and as of the date of such certificate, do not contain an untrue statement of a material fact or fail to include any statement necessary to make the statements made therein, in light of the circumstances in which they were made not misleading; (v) they have participated in discussions regarding the Official Statement in the course of their engagement as Airport Consultant and they have reviewed the Official Statement and, without having undertaken to verify independently the information contained therein (except as to the information under the foregoing listed captions), nothing has come to their attention which would lead them to believe that the Official Statement, when taken as a whole, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of circumstances under which they were made and the purposes for which the Official Statement is intended, not misleading; (14) Certified copies of the Signatory Airline Operating Agreements and Terminal Building Leases (the "Airline Agreements") executed by the County and by the Airlines described as Signatory Airlines in the Official Statement; (15) An opinion relating to the Official Statement, dated the date of Closing and addressed to the City and the Underwriter, of Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Counsel, to the effect that, based upon their participation in the preparation of the Official Statement, and without having undertaken to determine independently the accuracy, completeness of fairness of the statements contained in the Official Statement as of the date of the Closing, nothing has come to their attention causing them to believe that (A) the Official Statement as of its date contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except for the financing information and statistical data contained in the Official Statement or in the Appendices thereto, as to all of which no view need be expressed), or (B) the Official Statement (as supplemented or amended pursuant to paragraph (c) of Section (4) hereof, if applicable) as of the date of the Closing contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except as aforesaid); (16) Such additional legal opinions, certificates, instruments and other documents as the Underwriter or Bond Counsel may reasonably deem necessary to evidence compliance with legal requirements, the truth and accuracy as of the time of the Closing of the representations of the County and the due performance or satisfaction by the County at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the County. -13- By its execution of this Purchase Agreement, the County consents to the use by the Underwriter of the Preliminary Official Statement and the documents listed in this Paragraph 8 above, including specifically the Official Statement, the Trust Indenture, the Resolution and the information contained therein, in connection with the public sale of the 2013 Bonds. If the County shall be unable to satisfy the conditions contained in this Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the County shall be under further obligation hereunder, except that the County shall be obligated to return the Good Faith Deposit delivered to the County by the Underwriter pursuant to Paragraph 5 above, without interest, and except as expressly set forth in Paragraphs 10(a), (b) and (c) hereof. 10. The County covenants with the Underwriter to cooperate with them in qualifying the 2013 Bonds for offer and sale under the securities or "Blue Sky" laws of such states as the Underwriter may request; provided that in no event shall the County be obligated to take any action which would subject it to general service of process in any state where it is not now so subject. It is understood that the County is not responsible for compliance with or the consequences of failure to comply with applicable "blue sky" laws, or for any expenses incurred in such compliance. 11. (a) The County shall pay or cause to be paid, from the proceeds of the 2013 Bonds or other funds available to it, the expenses incident to the performance of its obligations hereunder including but not limited to (i) the cost of the preparation and printing or other reproduction (for distribution on or prior to the date hereof) of the Preliminary Official Statement; (ii) the fees and disbursements of Bond Counsel and Disclosure Counsel and the County's financial advisor, airport consultant and certified public accountants, and all other experts or consultants retained by the County in connection with the transactions described in the Official Statement; (iii) the insurance premium and any other charges imposed by the Insurer; and (iv) the costs and fees of the rating agencies. The provisions of this paragraph shall not obligate the County to pay any fees or disbursements that are contingent upon the occurrence of the Closing, unless a successful Closing occurs. (b) The Underwriter shall pay (i) the cost of printing or other reproduction of this Purchase Agreement and the cost of preparation and printing of the Blue Sky report to be used by it; (ii) all advertising expense in connection with the public offering of the 2013 Bonds; and. (iii) all other expense incurred by them in connection with the public offering and distribution of the 2013 Bonds, including the fees and disbursements of any counsel retained by them. (c) If the 2013 Bonds are sold to the Underwriter pursuant to this Purchase Agreement, the County shall pay, from the proceeds of the sale of the 2013 Bonds and from other funds available to it as described in the Official Statement, the costs of issuance with respect to the 2013 Bonds. If the 2013 Bonds are not sold to the Underwriter pursuant to this Purchase Agreement and if the Underwriter is entitled to a return of the Good Faith Deposit under the terms of Paragraph 5 above, then the County shall pay the cost of printing or other -14- reproduction of the Preliminary Official Statement, the Official Statement and the cost, if any, of preparing the Bond for each maturity of the 2013 Bonds (which shall be typewritten, with a single 2013 Bond for each maturity of the 2013 Bonds). If the 2013 Bonds are not sold to the Underwriter pursuant to this Purchase Agreement, and if the Underwriter is not entitled to a return of the Good Faith Deposit under the terms of Paragraph 5 above, then the costs referred to in the preceding sentence shall be paid by the Underwriter. 12. Any notice or other communication to be given to the County under this Purchase Agreement shall be given by delivering the same in writing to Okaloosa County, Florida, 1804 Lewis Turner Boulevard, Suite 100, Ft. Walton Beach, Florida 32547, Attention: James D. Curry, County Underwriter. Any notice or other communication to be given to the Underwriter under this Purchase Agreement shall be given by delivering the same in writing to RBC Capital Markets, One Independent Drive, Suite 3204, Jacksonville, Florida 32202, Attention: Mitchell N. Owens. 13. This Purchase Agreement shall constitute the entire agreement between the County and the Underwriter and is made solely for the benefit of the County and the Underwriter (including their respective successors or assigns). No other person shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties and agreements of the County in this Purchase Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of any of the Underwriter, and (b) the delivery of and payment for the 2013 Bonds hereunder. 14. This Purchase Agreement may not be amended without the written consent of the County and the Underwriter. 15. The County is proposing to issue $ of 2013 Bonds for the purpose, together with other available moneys, of financing the 2013 Project, funding certain Funds and Accounts under the Trust Indenture, [paying certain costs associated with the Policy, issued by the Insurer,] and paying the costs of issuance of the 2013 Bonds. This debt or obligation is expected to be repaid over a period of approximately years. At a true interest cost rate of %, total interest paid over the life of the debt or obligation will be $ The 2013 Bonds will be payable from Pledged Funds of the County in the manner provided in the Resolution and the Trust Indenture. Authorizing this debt or obligation will result in up to $ of the County's Pledged Funds not being available to finance the other services of the County each year for approximately years. The foregoing computations are submitted for purposes of information only, pursuant to Section 218.385(2) and (3), Florida