Okaloosa County BOCC — August 19, 2014 — Note Resolution — reading text

amended and supplemented from time to time, and is subject to all terms and conditions of the Resolution. Any term used in this Note not otherwise defined shall have the meaning ascribed to such term in the Resolution. This Note is being issued to finance or refinance the costs of acquiring and constructing the Projects described in the Resolution. This Note is secured by and shall be payable from the Pledged Revenues as described in the Resolution. Notwithstanding any provision of this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of interest allowed under the State of Florida as presently in effect. In the event the maturity of this Note is accelerated or prepaid in accordance with the provisions hereof, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of the nonusurious interest allowed by the laws of the State of Florida or the United States to the extent applicable, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be canceled automatically as of the date of such acceleration, or, if theretofore paid, shall be credited on the principal amount of the Note unpaid, but such crediting shall not cure or waive any default under the Resolution. The County may prepay this Note as a whole, at any time, by paying to the registered owner hereof all of the Principal Sum of the Note, together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment of the Note shall be made on such date and in such principal amount as shall be specified by the County in a written notice delivered to the registered owner hereof not less than five (5) days prior thereto. Notice having been given as aforesaid, the Principal Sum of the Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal and interest then due and payable shall be paid (i) in case the entire unpaid balance of the principal of the Note is to be paid, upon presentation and surrender of such Note at the office of the Paying Agent, and (ii) in case only part of the unpaid balance of principal of the Note is to be paid, upon presentation of such Note at the office of the Paying Agent for notation thereon of the amount of principal and interest on such Note then paid (except as described above if STI Institutional & Government, Inc. is the owner of this Note, no such presentment shall be required). If on the prepayment date moneys for the payment of the principal amount to be prepaid on such Note, together with interest to the prepayment date on such principal amount, shall have been paid to the Paying Agent as above 11 provided and if notice of prepayment shall have been given to the Paying Agent as above provided, then from and after the prepayment date interest on such principal amount of such Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Resolution. This Note, when delivered by the County pursuant to the terms of the Resolution, shall not be or constitute an indebtedness of the County or of the State of Florida, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely from the Pledged Revenues, as provided in the Resolution. The registered owner hereof shall never have the right to compel the exercise of the ad valorem taxing power of the County or the State, or taxation in any form of any property therein to pay this Note or the interest thereon. Upon the occurrence of an Event of Default relating to this Note, the Principal Sum of this Note may become or be declared due and payable before the Maturity Date in the manner, with the effect and subject to the conditions set forth in the Resolution. The registered owner shall also have such other remedies as described in the Resolution. If this Note shall be declared to be immediately due and payable or any amounts due on the Note shall remain unpaid on the tenth (10th) day following the Maturity Date, the Note shall bear interest at the Default Rate (as defined in the Resolution) until all amounts then due under the Note are paid in full. The County hereby waives demand, protest and notice of dishonor. 12  IN WITNESS WHEREOF, the Board of County Commissioners of Okaloosa County, Florida has issued this Note and has caused the same to be executed by the manual or facsimile signature of its Chairman, its official seal or a facsimile thereof to be affixed or reproduced hereon, and countersigned and attested to by the manual or facsimile signature of its Clerk, all as of the 21st day of August, 2014. OKALOOSA COUNTY, FLORIDA (SEAL) Chairman ATTESTED AND COUNTERSIGNED: Clerk 13  ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Insert Social Security or Other Identifying Number of Assignee (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint , as attorneys to register the transfer of the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature to this assignment a member firm of the New York Stock must correspond with the name of the Exchange or a commercial Series 2014 Registered Holder as it appears upon the face Noteholder or trust company. of the within Note in every particular, without alteration of enlargement or any change whatever and the Social Security or other identifying number of such assignee must be supplied. 14  ARTICLE III REDEMPTION OF NOTE SECTION 3.01. NOTICE OF REDEMPTION. Except as otherwise provided herein, notice of any redemption, which shall specify the principal amount of the Series 2014 Note to be redeemed and the date and place for redemption, shall be mailed first class, postage prepaid, at least five (5) days prior to the redemption date to the Holder of the Series 2014 Note at the address appearing on the registration books kept by the Registrar. SECTION 3.02. PAYMENT OF REDEEMED NOTE. Notice having been given as aforesaid, the principal sum of the Series 2014 Note stated in such notice or the whole thereof, as the case may be, shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on the principal amount then being paid; and the amount of principal and interest then due and payable shall be paid (i) in case the entire unpaid balance of the principal of the Series 2014 Note is to be paid, upon presentation and surrender of such Series 2014 Note at the office of the Paying Agent, and (ii) in case only part of the unpaid balance of principal of the Series 2014 Note is to be paid, upon presentation of such Series 2014 Note at the office of the Paying Agent for notation thereon of the amount of principal and interest on such Series 2014 Note then paid. (Notwithstanding the foregoing, as long as STI Institutional & Government, Inc. is the owner of the Series 2014 Note, any such payment shall be made via an ACH Direct Debit from a SunTrust Bank account designated by the County). If on the prepayment date moneys for the payment of the principal amount to be prepaid on such Series 2014 Note, together with interest to the prepayment date on such principal amount, shall have been paid to the registered owners thereof as above provided and if notice of prepayment shall have been given to the registered owners thereof as above provided, then from and after the prepayment date interest on such principal amount of such Series 2014 Note shall cease to accrue. If said moneys shall not have been so paid on the prepayment date, such principal amount of such Series 2014 Note shall continue to bear interest until payment thereof at the rate or rates provided for in the Resolution. SECTION 3.03. PERMITTED AND REQUIRED REDEMPTIONS OF THE SERIES 2014 NOTE. (A) The Series 2014 Note shall be subject to optional redemption on any date, in whole but not in part, at a price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest to the redemption date. (B) The Series 2014 Note shall be subject to mandatory redemption in whole, at a price equal to the Redemption Price, upon the occurrence of the circumstances described in Section 2.06(d) hereof. 15  ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF SECTION 4.01. SERIES 2014 NOTE NOT TO BE INDEBTEDNESS OF COUNTY. The Series 2014 Note shall not be or constitute a general obligation or indebtedness of the County, the State of Florida or any political subdivision or agency thereof, within the meaning of any constitutional, statutory or charter limitations of indebtedness, but shall be payable solely as herein provided. The Holders from time to time of the Series 2014 Note shall never have the right to compel the exercise of any ad valorem taxing power of the County, or taxation in any form on any property therein to pay the Series 2014 Note or interest thereon. The Series 2014 Note is a special and limited obligations payable as to principal and interest from the Pledged Revenues. SECTION 4.02. SECURITY FOR SERIES 2014 NOTE. The Series 2014 Note shall be secured by the Pledged Revenues. The County does hereby irrevocably pledge and grant a lien upon the Pledged Revenues to secure the payment of the principal of and interest on the Series 2014 Note in accordance with the provisions hereof. The pledge of and lien on such Pledged Revenues shall attach with respect to the Series 2014 Note at the time it is made. The pledge of and lien on the Sales Tax Revenues, which forms a part of the Pledged Revenues, is junior and subordinate to the lien thereon of the Outstanding Bonds. SECTION 4.03. NOTE CONSTRUCTION FUND. The County covenants and agrees to establish a special fund to be known as the "Okaloosa County, Florida Sales Tax Bond Anticipation Note Construction Fund," which shall be used only for payment of the Cost of the Projects.