9980000 okaloosa county, florida rbc capital markets
Transcription
9980000 okaloosa county, florida rbc capital markets
NEW ISSUE ‑FULL BOOK ENTRY Ratings: S&P: AA (Radian Insured) In the opinion of Bond Counsel, interest on the Series 2007 Bonds is not excludable from gross income for federal income tax purposes. $9,980,000 OKALOOSA COUNTY, FLORIDA Taxable Airport Revenue Bonds, Series 2007 Dated: Date of Delivery Due: October 1, as shown on the inside cover The Series 2007 Bonds are being issued by Okaloosa County, Florida (the “County”) to finance the development and construction of a new rental car facility and related improvements at Okaloosa Regional Airport, Eglin Air Force Base, Okaloosa County, Florida. The Series 2007 Bonds are being issued as fully registered Bonds in denominations of $5,000 or any integral multiple thereof pursuant to the provisions of a Master Indenture of Trust (the “Master Indenture”), as supplemented by a First Supplemental Indenture, both dated as of August 1, 2003, and as further supplemented by a Second Supplemental Indenture dated as of December 1, 2007, between the County and The Bank of New York, New York, New York, as successor trustee (the “Trustee”). The Master Indenture, as amended and supplemented, is herein sometimes collectively called the “Indenture”. Interest on the Series 2007 Bonds is payable on April 1 and October 1 of each year, commencing April 1, 2008 (each, an “Interest Payment Date”). The Series 2007 Bonds will initially be registered in the name of Cede & Co. as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). Purchasers of the Series 2007 Bonds (the “Beneficial Owners”) will not receive physical delivery of the Series 2007 Bonds. As long as Cede & Co. is the registered owner as nominee of DTC, payment of the principal of and interest on the Series 2007 Bonds will be made directly to such registered owner which will in turn remit such payments to DTC Participants and Indirect Participants for subsequent disbursement to the Beneficial Owners. The Series 2007 Bonds are subject to redemption prior to maturity, as more fully described herein. The Series 2007 Bonds will be payable from and secured by a lien upon and pledge of the Net Revenues derived from the operation by the County of its Airport System and a Customer Facility Charge imposed on all rental car contracts issued for the rental of passenger motor vehicles at Okaloosa Regional Airport (the “Airport”). The lien on the Net Revenues is on a parity with the lien thereon of the County’s Airport Revenue Bonds, Series 2003 (AMT), currently outstanding in the aggregate principal amount of $10,405,000. See “SECURITY FOR THE SERIES 2007 BONDS” “herein. THE SERIES 2007 BONDS AND THE INTEREST THEREON DO NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE STATE OF FLORIDA, THE COUNTY, OR ANY OTHER POLITICAL SUBDIVISION THEREOF (OTHER THAN A SPECIAL OBLIGATION OF THE COUNTY) AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2007 BONDS OR THE INTEREST THEREON. Payment of principal of and interest on the Series 2007 Bonds will be insured in accordance with the terms of a financial guaranty insurance policy to be issued simultaneously with the delivery of the Series 2007 Bonds by Radian Asset Assurance Inc. (“Radian”). See “FINANCIAL GUARANTY INSURANCE” herein. SEE THE INSIDE COVER PAGE FOR MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NUMBERS. The Series 2007 Bonds are offered for delivery when, as and if issued and received by the Underwriters, subject to the approval of legality by Livermore, Freeman & McWilliams, P.A., Jacksonville Beach, Florida, Bond Counsel, and by Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Counsel. Certain legal matters will be passed upon for the County by its County Attorney, John R. Dowd, Esq. It is expected that the Series 2007 Bonds will be available for delivery through DTC in New York, New York on or about December 13, 2007. This cover page is not intended to be a summary of the terms or security provisions of the Series 2007 Bonds. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. RBC CAPITAL MARKETS Dated: November 29, 2007 $9,980,000 OKALOOSA COUNTY, FLORIDA TAXABLE AIRPORT REVENUE BONDS, SERIES 2007 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES YIELDS AND INITIAL CUSIP NUMBERS $1,535,000 6.00 % Term Bonds Due October 1, 2014, Yield 6.50% Initial CUSIP No. 678183BH6 $1,770,000 6.25%Term Bonds Due October 1, 2019, Yield 6.80% Initial CUSIP No. 678183BK9 $6,675,000 7.00% Term Bonds Due October 1, 2030, Yield 7.50% Initial CUSIP No. 678183BJ2 OKALOOSA COUNTY, FLORIDA 1804 Lewis Turner Boulevard, Suite 100 Ft. Walton Beach, Florida 32547 (850) 651-7105 THE BOARD OF COUNTY COMMISSIONERS Don R. Amunds, Chairman James Campbell, Vice Chairman Sherry Campbell, Commissioner Bill Roberts, Commissioner John Jannazo, Commissioner CLERK OF THE CIRCUIT COURT Don W. Howard COUNTY ADMINISTRATOR James D. Curry AIRPORTS DIRECTOR Jerry L. Sealy A.A.E. COUNTY ATTORNEY John R. Dowd, Esq. FINANCE OFFICER Gary J. Stanford FINANCIAL ADVISOR Fullerton & Friar, Inc. Largo, Florida BOND COUNSEL Livermore, Freeman & McWilliams, P.A. Jacksonville Beach, Florida DISCLOSURE COUNSEL Nabors, Giblin & Nickerson, P.A. Tampa, Florida AIRPORT CONSULTANT Ricondo & Associates, Inc. Cincinnati, Ohio [THIS PAGE INTENTIONALLY LEFT BLANK] No dealer, broker, salesman or other person has been authorized by the County to give any information or to make any representation with respect to the Series 2007 Bonds other than those contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell nor the solicitation of an offer to buy, nor will there be any sale of the Series 2007 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the County and other sources which are believed to be reliable, and while not guaranteed as to completeness or accuracy, is believed to be correct. The Underwriters have reviewed the information in this Official Statement in accordance with and as a part of their responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Any statements in this Official Statement involving estimates, assumptions and matters of opinion, whether or not expressly so stated, are intended as such and are not representations of fact, and the County expressly makes no representation that such estimates, assumptions or opinions will be realized or fulfilled. The information and expressions of opinion stated herein are subject to change without notice. The delivery of this Official Statement will not, under any circumstances, create any implication that there has been no change in the affairs of the County since the date hereof. This Official Statement contains certain projections and estimates, as well as assumptions made by the County and the Airport Consultant based upon information currently available to the County and the Airport Consultant. When used in this Official Statement, the words "anticipate," "estimate," "expect" and similar expressions are intended to identify projections and estimates. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. The assumptions and expectations concerning the receipt in future years of the Revenues and CFC Revenues (as such terms are defined herein) that secure the Series 2007 Bonds are subject to various uncertainties that may adversely affect the amount of Revenues or CFC Revenues collected by the County. THE SERIES 2007 BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE INDENTURE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2007 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2007 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2007 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. References herein to laws, rules, regulations, resolutions, agreements, reports and other documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to this Official Statement they will be furnished on request from Jerry L. Sealy, A.A.E., Airports Director, Okaloosa County Airports, 1701 State Road 85, Eglin Air Force Base, Florida 32542-1413, Telephone No. (850) 651-7160. OTHER THAN WITH RESPECT TO INFORMATION CONCERNING RADIAN ASSET ASSURANCE INC. CONTAINED UNDER THE CAPTION "FINANCIAL GUARANTY INSURANCE" HEREIN AND IN APPENDIX F HEREIN, NONE OF THE INFORMATION IN THIS OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY RADIAN ASSET ASSURANCE INC., AND RADIAN ASSET ASSURANCE INC. MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (I) THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION OR; (II) THE VALIDITY OF THE SERIES 2007 BONDS. TABLE OF CONTENTS Page INTRODUCTION ...........................................................................................................................1 DESCRIPTION OF THE SERIES 2007 BONDS...........................................................................2 General.........................................................................................................................................2 Book-Entry Only System.............................................................................................................3 Redemption Provisions ................................................................................................................5 SECURITY FOR THE SERIES 2007 BONDS ............................................................................11 Limited Obligations ...................................................................................................................11 Net Revenues .............................................................................................................................11 Series 2003 Bonds; Pledged PFC Revenues..............................................................................12 Pledged CFC Revenues .............................................................................................................12 Rate Covenant............................................................................................................................13 Debt Service Reserve Fund........................................................................................................14 Additional Bonds .......................................................................................................................15 FINANCIAL GUARANTY INSURANCE...................................................................................17 FLOW OF FUNDS ........................................................................................................................22 Revenues....................................................................................................................................22 Customer Facility Charge Revenues..........................................................................................24 Construction Fund......................................................................................................................25 THE AIRLINE AGREEMENTS...................................................................................................25 THE COUNTY ..............................................................................................................................26 Background................................................................................................................................26 Population ..................................................................................................................................26 Governing Body.........................................................................................................................26 Budgetary Process......................................................................................................................27 Annual Audit..............................................................................................................................27 Description of Financial Practices .............................................................................................27 Investment Policy ......................................................................................................................28 i OKALOOSA REGIONAL AIRPORT ..........................................................................................28 General.......................................................................................................................................28 Management...............................................................................................................................29 Service Area...............................................................................................................................30 Airfield Facilities .......................................................................................................................33 Terminal Facilities .....................................................................................................................33 Support Facilities .......................................................................................................................33 Other Airports ............................................................................................................................35 Airlines Serving the Airport ......................................................................................................35 Enplanements.............................................................................................................................35 Airline Market Share .................................................................................................................36 Top 10 Origin and Destination Markets ....................................................................................38 Aircraft Operations ....................................................................................................................38 Landed Weight...........................................................................................................................39 Passenger Facility Charges ........................................................................................................40 HISTORICAL OPERATING RESULTS......................................................................................42 Management Discussion of Financial Results ...........................................................................43 THE 2007 PROJECT.....................................................................................................................43 REPORT OF THE AIRPORT CONSULTANT............................................................................45 INVESTMENT CONSIDERATIONS ..........................................................................................48 General.......................................................................................................................................48 General Factors Affecting Airline Activity at the Airport.........................................................48 General Factors Affecting Authority and Airline Revenues .....................................................51 Operating Results and Financial Condition of Airlines.............................................................51 Effect of Airline Bankruptcy .....................................................................................................53 General Financial Condition of Certain Airlines Serving the Airport.......................................53 Federal Regulation Regarding Rates and Charges Disputes .....................................................54 Capacity of National Air Traffic Control and Airport Systems.................................................55 Uncertainties of Projections and Assumptions ..........................................................................55 Availability of CFCs..................................................................................................................55 LITIGATION.................................................................................................................................56 ii APPROVAL OF LEGALITY........................................................................................................56 TAX MATTERS............................................................................................................................57 RATINGS ......................................................................................................................................58 FINANCIAL ADVISOR ...............................................................................................................59 UNDERWRITING ........................................................................................................................59 FINANCIAL STATEMENTS .......................................................................................................59 DISCLOSURE MATTERS ...........................................................................................................59 Certificate as to Official Statement............................................................................................59 Continuing Disclosure ...............................................................................................................60 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F EXCERPTS FROM FINANCIAL STATEMENTS OF THE COUNTY RELATING TO THE AIRPORTS SYSTEM ENTERPRISE FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006 REPORT OF THE AIRPORT CONSULTANT FORMS OF THE MASTER INDENTURE OF TRUST, THE FIRST SUPPLEMENTAL INDENTURE AND THE SECOND SUPPLEMENTAL INDENTURE FORM OF BOND COUNSEL OPINION FORM OF CONTINUING DISCLOSURE CERTIFICATE SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY iii [THIS PAGE INTENTIONALLY LEFT BLANK] OFFICIAL STATEMENT Relating to $9,980,000 Okaloosa County, Florida Taxable Airport Revenue Bonds, Series 2007 INTRODUCTION The purpose of this Official Statement, which includes the cover page and appendices hereto, is to furnish information concerning Okaloosa County, Florida (the "County"), its Airports System and certain other information in connection with the sale by the County of its $9,980,000 Taxable Airport Revenue Bonds, Series 2007 (the "Series 2007 Bonds"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in APPENDIX C. The Series 2007 Bonds will be issued pursuant to Part I of Chapter 125, Chapter 332, and Chapter 159, Part VII and Section 218.385, Florida Statutes, as amended from time to time, and other applicable provisions of law (the "Act"), and a Master Indenture of Trust (the "Master Indenture"), as supplemented by a First Supplemental Indenture, each dated as of August 1, 2003, by and between the County and JP Morgan Chase Bank, as trustee, and as further supplemented by the Second Supplemental Indenture (the "Second Supplemental Indenture"), by and between the County and The Bank of New York, New York, New York, as successor trustee (the "Trustee"), dated as of December 1, 2007 (collectively called the "Indenture"). The Series 2007 Bonds are to be issued and secured by a pledge of and lien upon the Trust Estate consisting primarily of Net Revenues derived from the operation of the County's Airports System, under the Master Indenture, including a lien upon and pledge of a portion of the revenues derived from a Customer Facility Charge (the "Pledged CFC Revenues") on all rental car contracts issued for the rental of passenger motor vehicles at the Okaloosa Regional Airport (the "Airport"). The County has previously issued its Airport Revenue Bonds, Series 2003 (AMT) (the "Series 2003 Bonds"), secured by the Net Revenues on a parity with the lien thereon of the Series 2007 Bonds. The Series 2003 Bonds are also secured by revenues derived from a passenger facility charge (“PFC”) but are not payable from the Pledged CFC Revenues. The Series 2007 Bonds are not secured by the PFC Revenues. See "SECURITY FOR THE SERIES 2007 BONDS". The Series 2007 Bonds, the Series 2003 Bonds and any additional bonds which may be issued under the Indenture on a parity therewith ("Additional Bonds") are herein sometimes collectively referred to as the "Bonds". THE SERIES 2007 BONDS AND THE INTEREST THEREON DO NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE STATE, THE COUNTY, OR ANY OTHER POLITICAL SUBDIVISION THEREOF (OTHER THAN A SPECIAL OBLIGATION OF THE COUNTY) AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2007 BONDS OR THE INTEREST THEREON. 1 The County is a political subdivision of the State of Florida, located midway between Pensacola and Panama City in the State's panhandle area. The County provides general governmental services to its citizens, including the operation of its Airports System, which consists primarily of the Okaloosa Regional Airport (the "Airport") located on Eglin Air Force Base on property leased from the U.S. Department of the Air Force and two general aviation airports, the Destin-Ft. Walton Beach Airport and the Bob Sikes Airport. The Airport had approximately 370,558 enplaned passengers in calendar year 2006. See "OKALOOSA REGIONAL AIRPORT" herein and "Report of Airport Consultant" – Appendix B herein. The proceeds of the Series 2007 Bonds will be used by the County to (i) pay a portion of the costs of the development of a new rental car facility and related improvements (the "2007 Project"), (ii) fund the Debt Service Reserve Fund Requirement with respect to the Series 2007 Bonds, (iii) pay capitalized interest on a portion of the Series 2007 Bonds, and (iv) pay costs of issuance of the Series 2007 Bonds. The total cost of the 2007 Project is estimated by the County to be approximately $12.4 million. Approximately $7,400,000 in Project Costs will be funded from proceeds of the Series 2007 Bonds. The remainder will be funded from various other funding sources. The County estimates that all elements of the Project will be substantially completed by early 2009. See “The 2007 PROJECT”, herein. DESCRIPTION OF THE SERIES 2007 BONDS General The Series 2007 Bonds will be issued as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, will be dated the date of their delivery, and will bear interest from that date to their respective maturities as set forth on the inside front cover page hereof, subject to mandatory and optional redemption prior to maturity as set forth below under "DESCRIPTION OF THE SERIES 2007 BONDS - Redemption Provisions". Interest will be payable semiannually on April 1 and October 1 of each year, commencing on April 1, 2008. Except as otherwise provided below under "DESCRIPTION OF THE SERIES 2007 BONDS - Book-Entry Only System", interest will be payable by check or draft mailed to the registered owners thereof at the address shown on the registration books kept by The Bank of New York, New York, New York (the "Registrar") at the close of business on the fifteenth (15th) day of the calendar month, whether or not a Business Day, next preceding such Interest Payment Date (the "Regular Record Date"); provided, however, that payment of the Principal Amount of, Redemption Premium, if any, and interest on the Series 2007 Bonds may, at the option of any registered owner of Series 2007 Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer within the continental United States to such owner to the bank account number on file with the Registrar as of the Regular Record Date. The Bank of New York is also serving as paying agent (the "Paying Agent") and authenticating agent (the "Authenticating Agent") for the Series 2007 Bonds. 2 Book-Entry Only System THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOKENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE COUNTY BELIEVES TO BE RELIABLE, BUT NEITHER THE COUNTY NOR THE UNDERWRITERS TAKE ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Series 2007 Bonds. The Series 2007 Bonds will be issued as fully-registered Series 2007 Bonds registered in the name of Cede & Co. (DTC's partnership nominee). Purchases of beneficial ownership interests in the 2007 Bonds will be made in book-entry only form, in the denominations hereinbefore described. Purchasers of beneficial ownership interests in the 2007 Bonds ("Beneficial Owners") will not receive bond certificates representing their ownership interests in the 2007 Bonds, except in the event that use of the book-entry only system for the 2007 Bonds is discontinued. One fully-registered Series 2007 Bond certificate will be issued for each maturity of Series 2007 Bonds, and will be deposited with DTC. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. 3 Purchases of Series 2007 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2007 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2007 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2007 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2007 Bonds, except in the event that use of the book-entry system for the Series 2007 Bonds is discontinued. To facilitate subsequent transfers, all Series 2007 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2007 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007 Bonds. DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2007 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements made among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2007 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2007 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2007 Bonds documents. For example, Beneficial Owners of Series 2007 Bonds may wish to ascertain that the nominee holding the Series 2007 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, beneficial owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of a maturity of the Series 2007 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such bonds, as the case may be, to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2007 Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the County as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Series 2007 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 4 Principal and interest payments on the Series 2007 Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the County or the Registrar, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Direct or Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or with securities registered in "street name," and will be the responsibility of such Direct or Indirect Participants and not of DTC, the Registrar, or the County, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the County and/or the Registrar for the Series 2007 Bonds, disbursement of such payments to Direct Participants is be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2007 Bonds at any time by giving reasonable notice to the County. Under such circumstances, in the event that a successor depository is not obtained, Series 2007 Bonds certificates are required to be printed and delivered. The County may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2007 Bond certificates will be printed and delivered. Neither the County nor the Trustee can give any assurances that DTC, DTC Participants or others will distribute payments of premium, if any, on the Series 2007 Bonds paid to DTC or its nominee, or any redemption or other notices to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve or act in a manner described in this Official Statement. For every transfer and exchange of a beneficial ownership interest in the Series 2007 Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other government charge that may be imposed in relation thereto. Redemption Provisions Optional Redemption. The Series 2007 Bonds maturing on or before October 1, 2017 are not subject to optional redemption prior to maturity. The Series 2007 Bonds maturing after October 1, 2017 shall be subject to optional redemption by the County on or after October 1, 2017, in whole or in part in such order of maturity and manner as the County may determine, at the times and redemption prices (expressed as a percentage of the principal amount of Series 2007 Bonds to be redeemed) plus interest accrued to the date fixed for redemption, as follows: Period During Which Redeemed (Both Dates Inclusive) Redemption Price October 1, 2017, through September 30, 2018 October 1, 2018 through September 30, 2019 October 1, 2019, and thereafter 102% 101 100 5 Mandatory Sinking Fund Redemption. The Series 2007 Bonds maturing on October 1, 2014, are subject to mandatory redemption in part through sinking fund installments on October of each year, commencing October 1, 2009, at a redemption price equal to 100% of the principal amount thereof together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Year Principal Amount 2009 2010 2011 2012 2013 2014* $220,000 235,000 245,000 265,000 275,000 295,000 _______________ *maturity The Series 2007 Bonds maturing on October 1, 2019, are subject to mandatory redemption in part through sinking fund installments on October of each year, commencing October 1, 2015, at a redemption price equal to 100% of the principal amount thereof together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Year Principal Amount 2015 2016 2017 2018 2019* $315,000 330,000 350,000 375,000 400,000 _______________ *maturity The Series 2007 Bonds maturing on October 1, 2030, are subject to mandatory redemption in part through sinking fund installments on October of each year, commencing October 1, 2020, at a redemption price equal to 100% of the principal amount thereof together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Principal Amount Year 2020 2021 2022 2023 $425,000 450,000 485,000 520,000 6 2024 2025 2026 2027 2028 2029 2030* 550,000 595,000 635,000 680,000 725,000 780,000 830,000 _______________ *maturity Effect of Call for Redemption. On the date designated for redemption by notice, the Series 2007 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Series 2007 Bonds on such date. If on the date fixed for redemption moneys for payment of the redemption price and accrued interest are held by the Paying Agent, interest on such Series 2007 Bonds so called for redemption shall cease to accrue, such Series 2007 Bonds shall cease to be entitled to any benefit or security under the Indenture except the right to receive payment from moneys held therefor by the Paying Agent and the amount of such Series 2007 Bonds so called for redemption shall be deemed paid and no longer Outstanding. Method of Selecting Bonds for Redemption. Except when registration of the Series 2007 Bonds is maintained pursuant to a book-entry only system, Series 2007 Bonds shall be selected for redemption as follows: (a) in the event that less than all of the Series 2007 Bonds are to be redeemed, the maturities to be redeemed and the method of their selection shall be determined by the County, (b) in the event that less than all Series 2007 Bonds of a maturity are to be redeemed, the Series 2007 Bonds of such maturity to be redeemed shall be selected by lot in such customary manner as the Trustee shall determine, and (c) in the event that less than all Series 2007 Bonds of a term bond are to be redeemed, the remaining annual amounts of mandatory sinking fund redemption shall be reduced in such years and amounts as the County shall determine. Upon the selection and call for redemption of, and the surrender of, any Series 2007 Bonds for redemption in part only, and except when registration of the Series 2007 Bonds is maintained pursuant to a book-entry only system, the County shall cause to be executed, authenticated and delivered to or upon the written order of the Holder thereof, at the expense of the County, new Series 2007 Bonds in fully registered form of authorized denominations and like tenor in an aggregate face amount equal to the unredeemed portion of the Series 2007 Bonds surrendered. Notice of Redemption. During the period that DTC or Cede & Co. is the registered owner of the Series 2007 Bonds, the Trustee shall not be responsible for mailing notices of redemption to the Beneficial Owners of the Series 2007 Bonds. See "DESCRIPTION OF THE SERIES 2007 BONDS -- Book-Entry Only System". 7 Each notice of redemption of Series 2007 Bonds shall specify: (a) the date fixed for redemption, (b) the Principal Amount of Series 2007 Bonds or portions thereof to be redeemed, (c) the applicable redemption price, (d) the place or places of payment, (e) that payment of the Principal Amount and Redemption Premium, if any, will be made upon presentation and surrender to the Trustee or Paying Agent, as applicable, of the Series 2007 Bonds to be redeemed, (f) that Interest accrued to the date fixed for redemption will be paid as specified in such notice, (g) that on and after said date interest on Series 2007 Bonds which have been redeemed will cease to accrue, and (h) the designation, including Series, and the CUSIP numbers of the Series 2007 Bonds to be redeemed and, if less than the face amount of any Series 2007 Bonds is to be redeemed, the Principal Amount to be redeemed. Any notice of redemption shall be sent by the Trustee not less than thirty (30) nor more than sixty (60) days prior to the date set for redemption by first class mail (a) to the registered owner of each of such Series 2007 Bonds to be redeemed in whole or in part at its address as it appears on the Register, (b) to all organizations registered with the Securities and Exchange Commission as securities depositories, and (c) to at least two information services of national recognition which disseminate redemption information with respect to tax-exempt securities. Failure to give any notice specified in (a) with respect to any particular Series 2007 Bond, or any defect therein, shall not affect the validity of any proceedings for the redemption of any other Series 2007 Bond with respect to which no such failure or defect has occurred, and failure to give any notice specified in (b) or (c), or any defect therein, shall not affect the validity of any proceedings for the redemption of any Series 2007 Bonds with respect to which the notice specified in (a) is correctly given. Notice of the optional redemption of the Series 2007 Bonds may be conditioned upon and made subject to the irrevocable deposit of sufficient funds to pay the redemption price after such notice is given and on or before the redemption date, provided such condition is expressly stated in the notice. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 8 SOURCES AND USES OF FUNDS The following table sets forth the sources and uses of funds from the proceeds of the Series 2007 Bonds: Sources of Funds Principal Amount of the Series 2007 Bonds Net Original Issue Discount Total $9,980,000.00 ( 483,239.90) $9,496,760.10 Uses of Funds Deposit to Construction Fund Deposit to Debt Service Reserve Fund Deposit to Capitalized Interest Account Costs of Issuance(1) Total $7,229,187.50 892,975.00 797,731.84 __ 576,865.76 $9,496,760.10 __________________________________ (1) Includes underwriters' discount, bond insurance premium, legal fees, rating agency fees, other costs of issuance. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 9 DEBT SERVICE SCHEDULE The following table sets forth the scheduled annual debt service payments on the Series 2007 Bonds and the Outstanding Series 2003 Bonds, assuming no redemption prior to maturity, other than mandatory redemption through sinking fund installments for the Term Bonds. Interest payments are net of capitalized interest. Series 2007 Bonds Fiscal Year Ending September 30 Series 2003 Bonds 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 $798,233 799,413 799,213 797,950 795,575 797,394 798,144 800,819 797,394 798,144 797,794 796,344 798,794 794,869 799,844 798,169 800,119 798,844 800,825 795,763 798,956 799,844 793,388 Total $18,355,826 Interest Total Total Debt Service -0$220,000 235,000 245,000 265,000 275,000 295,000 315,000 330,000 350,000 375,000 400,000 425,000 450,000 485,000 520,000 550,000 595,000 635,000 680,000 725,000 780,000 830,000 -0$334,988 656,775 642,675 627,975 612,075 595,575 577,875 558,188 537,563 515,688 492,250 467,250 437,500 406,000 372,050 335,650 297,150 255,500 211,050 163,450 112,700 58,100 -0$554,988 891,775 887,675 892,975 887,075 890,575 892,875 888,188 887,563 890,688 892,250 892,250 887,500 891,000 892,050 885,650 892,150 890,500 891,050 888,450 892,700 888,100 $798,233 1,354,400 1,690,988 1,685,625 1,688,550 1,684,469 1,688,719 1,693,694 1,685,581 1,685,706 1,688,481 1,688,594 1,691,044 1,682,369 1,690,844 1,690,219 1,685,769 1,690,994 1,691,325 1,686,813 1,687,406 1,692,544 1,681,488 $9,980,000 $9,268,025 $19,248,025 $37,603,851 Principal (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 10 SECURITY FOR THE SERIES 2007 BONDS Limited Obligations The principal amount of, redemption premium, if any and interest on the Series 2007 Bonds will be payable from, and secured by a lien upon and a pledge of, the "Trust Estate" created and defined in the Indenture. The Trust Estate consists of: (i) the Net Revenues; and (ii) the moneys and investments in certain Funds and Accounts pledged under the Indenture, including primarily the Construction Fund (except to the extent encumbered to pay Costs of Airport Facilities), the Revenue Fund and the Revenue Fund Coverage Account therein, the Series 2007 Principal, Interest and Redemption Accounts in the Bond Fund, the Series 2007 Debt Service Reserve Account in the Debt Service Reserve Fund and, as described below, the Pledged CFC Revenues on deposit in the Series 2007 Pledged CFC Account and Series 2007 CFC Coverage Subaccount in the Customer Facility Charge Fund. THE SERIES 2007 BONDS AND THE INTEREST THEREON DO NOT CONSTITUTE A DEBT, LIABILITY OR OBLIGATION OF THE STATE, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION THEREOF (OTHER THAN A SPECIAL OBLIGATION OF THE COUNTY) AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE, THE COUNTY OR ANY OTHER POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE SERIES 2007 BONDS OR THE INTEREST THEREON. Net Revenues Under the Indenture, the County has irrevocably pledged the Net Revenues to the payment of the Series 2007 Bonds. As described above, such Net Revenues are also pledged to secure the Series 2003 Bonds and any additional Bonds issued pursuant to the terms of the Indenture. Net Revenues are defined in the Indenture to mean Revenues less amounts needed to pay Operation and Maintenance Expenses (as hereinafter defined). Revenues are defined in the Indenture to mean all income and revenues received or accrued by the County in connection with the ownership, operation or use of, or otherwise related to the Airports System, including, but not limited to, (a) rentals, fees, and other charges for the use of or with respect to the Airports, (b) proceeds of business interruption insurance, and such other moneys designated as "Revenues" pursuant to the terms of a Supplemental Indenture; provided, however, that Revenues shall not include (A) interest income on, and any profit realized from, the investment of moneys in any Fund or Account to the extent that such income or profit is not transferred to, or retained in, the Revenue Fund, the Repair and Rehabilitation Fund, the Operation and Maintenance Fund or the Bond Fund; (B) interest income on, and any profit realized from, the investment of moneys in any fund or account funded from the proceeds of Special Facility Bonds; (C) amounts received by the County from, or in connection with, Special Facilities, unless such funds are treated as Revenues by the County; (D) grants-in-aid, donations, bequests and/or amounts received as reimbursements for previously expended money unless the County has lawfully elected that such grant, donation, bequest or reimbursement is to be treated as Revenues; (E) insurance proceeds which are not deemed to be Revenues in 11 accordance with generally accepted accounting principles; (F) the proceeds of any condemnation awards; (G) the proceeds of any sale of land, buildings or equipment; (H) proceeds of a drawing under a Credit Facility; (I) passenger facility charge revenue; (J) Bond proceeds; (K) all revenue sources, such as, but not limited to, cargo facilities charges and CFCs imposed on rental car customers, unless such revenue sources are treated as Revenues by the County; and (L) any other amounts which are not deemed to be Revenues in accordance with generally accepted accounting principles or which are restricted as to their use. Operation and Maintenance Expenses are defined in the Indenture to mean all expenses of the County paid or accrued for the operation, maintenance, administration, and ordinary current repairs of the Airports, including certain payments to the Federal Government pursuant to the Eglin Agreements. Operation and Maintenance Expenses shall not include (a) the Principal Amount of, Redemption Premium, if any, or Interest on any Bonds; (b) any allowance for amortization or depreciation of the Airport Facilities; (c) any other expense for which (or to the extent to which) the County is or will be paid or reimbursed from or through any source that is not included or includable as Revenues; (d) any extraordinary items arising from the early extinguishment of debt; or (e) any expense paid with amounts from the Repair and Rehabilitation Fund. Series 2003 Bonds; Pledged PFC Revenues The County has previously issued its Airport Revenue Bonds, Series 2003, which are secured by the Net Revenues on a parity with the Series 2007 Bonds. The Series 2003 Bonds are also secured by certain passenger facility charges (“PFCs”), which do not secure the Series 2007 Bonds. The Series 2003 Bonds are not payable from the Pledged CFC Revenues. The County’s expectation with respect to the Series 2007 Bonds is that the PFC revenues will pay for the debt service associated with the Series 2003 Bonds. See "OKALOOSA REGIONAL AIRPORT – Passenger Facility Charges." Pledged CFC Revenues The Second Supplemental Indenture pledges the County's receipts from a Customer Facility Charge ("CFC"). The CFC was imposed, as more fully described below, at $2.50 per transaction day on all rental car contracts issued for the rental of passenger motor vehicles at the Airport effective December 1, 2004. The CFC was increased to an amount of $3.25 per transaction day effective July 1, 2007. The CFC has no stated expiration date. The Pledged CFC Revenues are not pledged to secure the Series 2003 Bonds. The County's expectation with respect to the Series 2007 Bonds is that Pledged CFC Revenues will pay the debt service associated with the Series 2007 Bonds. The CFC was imposed pursuant to Ordinance No. 04-64 of the County, enacted October 19, 2004, as amended by Ordinance No. 07-21 of the County, enacted May 1, 2007 (collectively, the “CFC Ordinance”). Under the terms of the CFC Ordinance, the CFC is defined as a charge of $3.25 per Rental Car Transaction Day. "Rental Car Transaction Day" is defined as each 24hour period, or fraction thereof, within a rental period under or pursuant to a Rental Car 12 Contract. "Rental Car Contract" means the document or documents (whether written, electronic or otherwise) under or pursuant to which any Rental Car Operator rents, arranges for the rental of, and/or delivers possession of a passenger motor vehicle to a customer. Each Rental Car Operator is obligated under the CFC Ordinance to remit to the County all CFCs imposed on its customers pursuant to the CFC Ordinance, whether or not they are actually collected from its customers. See "REPORT OF THE AIRPORT CONSULTANT", Appendix B herein, including Table 5.5, which contains an analysis of the rental car industry, historical collection data and a projection of CFC Revenues, their anticipated application, and remaining cumulative balances. Rate Covenant Pursuant to the Indenture, the County covenants and agrees that it will take all lawful and available measures to fix and adjust from time to time the rentals, rates, fees and other charges for the use of the Airports calculated to be at least sufficient to produce (i) Net Revenues (including Pledged CFC Revenues), plus (ii) Pledged PFC Revenue plus (iii) amounts, if any, in the Revenue Fund Coverage Account and all PFC Coverage Subaccounts (collectively, "Amounts Available to Pay Debt Service"), to provide for the greater of either: (A) (to the extent not otherwise paid from other legally available funds of the County) the amounts needed for making the required deposits in the Fiscal Year of the County to the Principal Accounts, the Interest Accounts, the Redemption Accounts, the Debt Service Reserve Fund, the Operation and Maintenance Reserve Account, the Repair and Rehabilitation Fund and the Subordinated Indebtedness Fund; or (B) an amount not less than 125% of the aggregate Annual Debt Service with respect to Outstanding Bonds for such Fiscal Year. The County also covenants in the Indenture that if, upon the receipt of the audit report for a Fiscal Year, Amounts Available to Pay Debt Service in such Fiscal Year are less than the amounts specified in (A) or (B) above, the County will take all lawful and available measures to revise the schedule of rentals, rates, fees and charges for the use of the Airports so as to generate Amounts Available to Pay Debt Service sufficient to produce the amounts specified in (A) or (B) above in the Fiscal Year following the Fiscal Year covered by such audit report. In the event that Amounts Available to Pay Debt Service for any Fiscal Year are less than the amounts specified in (A) or (B) above, but the County promptly has taken in the next Fiscal Year all available lawful measures to revise the schedule of rentals, rates, fees and charges for the use of the Airports so as to generate amounts required in the preceding paragraph, the Indenture provides that there shall be no Event of Default under the Indenture. Nevertheless, if after taking the measures required above to revise the schedule of rentals, rates, fees and charges for use of the Airports, Amounts Available to Pay Debt Service in such next Fiscal Year during which such adjustments are required to be made (as evidenced by the audit report for such Fiscal Year) are still less than the amounts specified in (A) or (B) above, such failure shall constitute an Event of Default under the Indenture. 13 Debt Service Reserve Fund The Indenture establishes a Debt Service Reserve Fund and provides for the establishment of separate accounts therein pursuant to Supplemental Indentures for each Series of Bonds issued under the Indenture. Amounts in each Series Account in the Debt Service Reserve Fund are to be used to pay debt service on the related Series of Bonds on the date such debt service is due when insufficient funds for that purpose are available in the Bond Fund; provided, however, that all amounts in an Account in the Debt Service Reserve Fund are to be used, together with other amounts available for such purpose under the Master Indenture as supplemented, to provide for payment of the related Series of Bonds when the aggregate of such amounts is sufficient for such purpose. Amounts in each Account of the Debt Service Reserve Fund will be pledged only to Holders of Bonds of the related Series; provided, however, if so provided in a Supplemental Indenture, upon the issuance of a Series of Refunding Bonds to refund a portion of a Series of Outstanding Bonds, amounts in the related Account of the Debt Service Reserve Fund securing the Series of Outstanding Bonds may be pledged both to the Holders of the unrefunded portion of the Series of Outstanding Bonds and the Holders of the Series of Refunding Bonds on a combined basis. The Second Supplemental Indenture establishes the 2007 Series Account in the Debt Service Reserve Fund and establishes the 2007 Series Debt Service Reserve Fund Requirement at an amount equal to the least of the following amounts: (a) 10% of the original proceeds of the Series 2007 Bonds; (b) the Maximum Annual Debt Service on the Series 2007 Bonds occurring in any Fiscal Year of the Issuer; and (c) 125% of the average Annual Debt Service on the Series 2007 Bonds. "Maximum Annual Debt Service" means the maximum amount of payments required to be made for principal, interest, sinking fund redemption, reimbursement payments to Credit Providers, Credit Facility fees, Trustee, Paying Agent and other fiduciary fees and payments due under a Swap Agreement scheduled to come due within a specified Fiscal Year of the County or within one day thereafter, if any, with respect to the Series 2007 Bonds for any Fiscal Year during the term of the Series 2007 Bonds. See “APPENDIX C -- Forms of the Master Indenture of Trust, The First Supplemental Indenture and the Second Supplemental Indenture”, herein. In the event that the balance in the 2007 Series Debt Service Reserve Account is less than the Debt Service Reserve Fund Requirement following a withdrawal therefrom or the occurrence of a deficiency resulting from a valuation or the sale of an investment amounts in the Revenue Fund are to be deposited in such account in equal monthly installments over a twelve (12) month period sufficient to restore the balance therein to the 2007 Series Debt Service Reserve Fund Requirement, in accordance with the priority of the flow of funds under the Indenture. See "FLOW OF FUNDS - Revenues" herein. Under the Second Supplemental Indenture, such deficiencies are also required to be funded by monthly deposits of CFC Revenues, to the extent CFC Revenues are legally available for debt service on the Series 2007 Bonds. As noted above, 100% of CFC Revenues are expected to be so available. 14 The Indenture provides that in lieu of or in addition to cash or investments, at any time the County may cause to be deposited to the credit of a Series Account in the Debt Service Reserve Fund, any form of Credit Facility in an amount which, together with cash, investments and any other Credit Facilities on deposit in such Debt Service Reserve Fund, will equal the amount of the related Series Debt Service Reserve Fund Requirement as provided for in the appropriate Supplemental Indenture, irrevocably payable to the Trustee as beneficiary for the holders of the related Series of Bonds. The Credit Provider will be required to notify the County and the Trustee at least twenty-four (24) months prior to expiration of the Credit Facility. If (A) the County receives such expiration notice and the Credit Provider does not extend its expiration date, (B) the County and the Trustee receive notice of the termination of the Credit Facility or (C) the credit rating of the Credit Provider is no longer in the two highest credit rating categories by two Rating Agencies, the County must (x) provide a substitute Credit Facility that meets the requirements set forth in the foregoing sentences, (y) deposit the applicable Series Debt Service Reserve Fund Requirement to the related Series Account in the Debt Service Reserve Fund (1) in equal monthly installments over the next succeeding twelve (12) months, in the case of receipt of an expiration notice, (2) prior to the termination date, in the case of receipt of a termination notice, or (3) within 180 days, in the case of such reduction in credit rating, or (z) instruct the Trustee to draw on such Credit Facility in the amount of the related Series Debt Service Reserve Fund Requirement (1) twelve (12) months prior to expiration of the Credit Facility in the case of receipt of an expiration notice, (2) prior to the termination date in the case of receipt of a termination notice, or (3) after 180 days in the case of such reduction, in credit rating. The Trustee shall deposit the proceeds of such drawing to such Series Account in the Debt Service Reserve Fund. The 2007 Debt Service Reserve Fund Requirement for the Series 2007 Bonds is $892,975.00 and will be funded on the date of issuance of the Series 2007 Bonds from the proceeds of the Series 2007 Bonds. Additional Bonds General. The Indenture permits the issuance of Additional Bonds payable from Net Revenues on a parity with the Series 2007 Bonds, under certain circumstances as set forth below. Additional Bonds. Additional Bonds may be issued under the Indenture, so long as the County is not in default, as evidenced by a Certificate of No Default executed by an Authorized Representative, upon satisfaction of one of the following conditions: for each of the next five (5) full Fiscal Years following issuance of the Additional Bonds, or each full Fiscal Year from issuance of the Additional Bonds through three (3) full Fiscal Years following completion of the project or projects financed by the Additional Bonds proposed to be issued, whichever is later, (i) An Airport Consultant has provided to the Trustee a certificate stating that, based upon reasonable assumptions set forth therein, Amounts Available to Pay Debt Service are projected to be equal to at least 125% of Annual Debt Service (disregarding any Bonds that have been paid or discharged or will be paid or discharged immediately after the issuance of 15 the Additional Bonds proposed to be issued) provided, however, that if capitalized interest on any Bonds and proposed Additional Bonds is to be applied in the last Fiscal Year of the period described in this sentence, the Airport Consultant shall extend the test through the first three (3) full Fiscal Years for which there is no longer capitalized interest, or (ii) the County has provided to the Trustee a certificate stating that in the most recent completed Fiscal Year for which an independent audit is available or any consecutive twelve (12) month period out of the last eighteen (18) months Amounts Available to Pay Debt Service were not less than 125% of (A) Annual Debt Service on Bonds Outstanding in such Fiscal Year or such period (disregarding any Bonds that have been paid or discharged or that will be paid or discharged immediately after the issuance of such Additional Bonds proposed to be issued), plus (B) Maximum Annual Debt Service with respect to such Additional Bonds proposed to be issued. Under the First Supplemental Indenture, consent by ACA Financial Guaranty Corporation, the insurer of the Series 2003 Bonds, and under the Second Supplemental Indenture, consent by Radian Asset Assurance Inc., the Insurer for the Series 2007 Bonds is required for issuance of Additional Bonds unless the County complies with the provisions of the paragraphs set forth above but substituting 150% in place of 125% in clause (i) and clause (ii) therein. The County may issue Bond Anticipation Notes, secured on a parity as to the pledge of Net Revenues with Bonds issued pursuant to the Indenture, provided that the requirements set forth above are met. For such purpose, Bond Anticipation Notes shall be deemed to have level debt service (assuming an interest rate equal to The Bond Buyer 25 Bond Revenue Bond Index) over the anticipated term of the Bonds to be issued to retire such Bond Anticipation Notes. Refunding Bonds. With respect to Additional Bonds proposed to be issued as Refunding Bonds, such Bonds may be issued provided that either the requirements set forth above are satisfied, or the County shall have provided to the Trustee a certificate with an accompanying schedule indicating that, after issuance of the Refunding Bonds (i) there is no increase in Maximum Annual Debt Service and (ii) either (A) there is a decrease in the sum of all Annual Debt Service payable on all Bonds then Outstanding or (B) in each Fiscal Year, the Annual Debt Service with respect to the Refunding Bonds will be equal to or less than the Annual Debt Service with respect to the Bonds to be refunded. Completion Bonds. With respect to Additional Bonds proposed to be issued as Completion Bonds in order to finish the 2007 Project or portion thereof, the Additional Bonds test described above need not be met; provided, however, the aggregate Principal Amount of such Completion Bonds shall be limited to ten percent (10%) of the amount specified in the Supplemental Indenture in which the initial Series of Bonds issued to finance such project was authorized as the total principal amount of Bonds and Subordinated Indebtedness originally projected to be required to complete the funding of such project (as defined in such Supplemental Indenture). The Construction Manager shall provide a certificate stating the total estimated cost to complete the project and that the proceeds of the Completion Bonds will not 16 be used for costs related to material changes in the scope of such project. The Financial Advisor, in reliance on the Construction Manager's certificate, shall provide a certificate stating (i) the anticipated total principal amount of Bonds and Subordinated Indebtedness required to finance the project as set forth in the Supplemental Indenture and the principal amount of Completion Bonds to be issued, and (ii) that the proceeds of the Completion Bonds are projected to be sufficient to complete the project. Subordinated Indebtedness. Under the Indenture, the County may incur Subordinated Indebtedness secured by a lien on Net Revenues and the Trust Estate which is junior and subordinate to the lien securing the Bonds. Any such Subordinate Indebtedness is required to have the same payment dates as the Series 2007 Bonds and may not be accelerated without the consent of the Insurer for the Series 2007 Bonds. See “APPENDIX C – FORMS OF THE MASTER INDENTURE OF TRUST, THE FIRST SUPPLEMENTAL INDENTURE AND THE SECOND SUPPLEMENTAL INDENTURE” for a discussion of further restrictions regarding the issuance of Subordinated Indebtedness. The County expects to issue in late 2007 approximately $2 million in commercial paper indebtedness, the security of which will be from the Net Revenues on a subordinate basis to the Bonds. Special Facility Bonds. The Indenture permits the County to issue Special Facility Bonds to finance any facility, improvement, structure, equipment or assets acquired or constructed on any land or in or on any structure or building at the Airports, the cost which are paid for by the primary user under an agreement between the County and such user, or from the proceeds of Special Facility Bonds, or both. Such payments are excluded from Revenues. Special Facility Bonds will not be secured by a lien on the Net Revenues and the Trust Estate. The County has no present plan to issue any Special Facility Bonds. Application of Revenues Upon Default Upon the occurrence of a default in the payment of principal or interest under the Master Indenture, the Revenue Fund and all Revenues therein shall be immediately transferred and held by the Trustee, and applied as provided in the Indenture. See “APPENDIX C – FORM OF THE MASTER INDENTURE OF TRUST, THE FIRST SUPPLEMENTAL INDENTURE AND THE SECOND SUPPLEMENTAL INDENTURE,” herein. The following information has been furnished by Radian Asset Assurance Inc. ("Radian") for use in the Official Statement. Reference is made to Appendix F for a specimen of Radian's policy. FINANCIAL GUARANTY INSURANCE Description of the Financial Guaranty Insurance Policy A financial guaranty insurance policy (the "Policy") will be issued by Radian Asset Assurance Inc. (the "Insurer") simultaneously with the issuance and delivery of the Bonds. The Policy is noncancelable during its term and provides for the prompt payment of principal of and interest on the Bonds to the extent that The Bank of New York, New York, New York, as Trustee (the "Trustee"), has not received sufficient funds from Okaloosa County, Florida (the 17 "Issuer") for payment of the Bonds on the "due date." The Insurer is obligated to make the required payment on the later of the due date or the first business day after which the Insurer has received notice from The Bank of New York, as Insurance Trustee (the "Insurance Trustee"), that the Issuer has failed to pay amounts due on the Bonds. Under the Policy, the "due date" of the Bonds, when referring to the payment of principal, means the stated maturity date thereof or the date on which payment of principal is due by reason of mandatory sinking fund payments and does not mean any earlier date on which payment is due by reason of any call for redemption, acceleration, or other advancement of maturity, other than in the discretion of the Insurer. With respect to interest on the Bonds, the "due date" means the stated date for payment of interest. The Policy guarantees reimbursement of any recovery of any such payment from a Holder or the Trustee pursuant to a final judgment by any court of competent jurisdiction holding that such payment constituted a voidable preference within the meaning of any applicable bankruptcy law. For specific information on the coverage provided, reference should be made to the Policy that has been reproduced in specimen form in Appendix F hereto. The Policy does not insure against nonpayment of principal or interest on the Bonds due to the insolvency, misconduct or negligence of the Trustee. The Policy does not insure the payment of any redemption premium. Radian Asset Assurance Inc. Radian Asset Assurance Inc. (the "Insurer") is a monoline financial guaranty insurance company, regulated by the Insurance Department of the State of New York and licensed to do business in all 50 states, the District of Columbia, Guam and the United States Virgin Islands. As of September 30, 2007, the Insurer had total consolidated shareholders' equity of approximately $1,607,013,000 and total consolidated assets of approximately $2,788,746,000, which amounts include the effects of a $100 million capital infusion into the Insurer made by the Insurer’s ultimate parent, Radian Group Inc. (“Radian”) on September 7, 2007. The financial information relating to the Insurer presented in this Official Statement was prepared internally by the Insurer, based on accounting principles generally accepted in the United States of America ("GAAP"), and has not been audited by independent auditors. The address of the Insurer's administrative office is 335 Madison Avenue, New York, New York 10017, and its telephone number is 212-983-5859. The Insurer has filed the information contained in (i) - (iv) below with entities designated as Nationally Recognized Municipal Securities Information Repositories ("NRMSIRs") pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934, and such financial information is available through such NRMSIRs: (i) The Insurer's audited consolidated financial statements as of December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, prepared in accordance with GAAP, together with the accompanying report of the Insurer's independent registered public accounting firm, which expresses an unqualified opinion (the "Radian Financial Statements"); 18 (ii) The Insurer's quarterly unaudited consolidated balance sheet as of March 31, 2007 and unaudited consolidated statement of operations for the three-month period then ended, prepared in accordance with GAAP; (iii) The Insurer's quarterly unaudited consolidated balance sheet as of June 30, 2007 and unaudited consolidated statement of operations for the six-month period then ended, prepared in accordance with GAAP; and (iv) The Insurer’s quarterly unaudited consolidated balance sheet as of September 30, 2007 and unaudited consolidated statement of operations for the nine-month period then ended, prepared in accordance with GAAP. On September 26, 2007, the Insurer’s independent auditors, Deloitte & Touche LLP, declined to stand for reappointment as Radian’s and its subsidiaries, including the Insurer, independent auditors for the 2007 audit and its engagement will end shortly following the filing of Radian’s Quarterly Report on Form 10-Q for the third quarter of 2007. On October 30, 2007, Radian engaged PricewaterhouseCoopers LLP as its and its subsidiaries, including the Insurer’s, independent registered public accounting firm for the year ending December 31, 2007. Additional information regarding the Insurer can be found in documents filed by Radian with the Securities and Exchange Commission (“SEC”) referring to the Insurer, the financial guaranty business or financial guaranty insurance including: (a) Annual Report on Form 10-K for the year ended December 31, 2006, under the headings: (i) "Forward Looking Statements Safe Harbor Statement" (but only insofar as it relates to the financial guaranty business or financial guaranty insurance); (ii) Item 1. Business "I. General" (but only insofar as it relates to the financial guaranty business or financial guaranty insurance), "Financial Guaranty Business (General)," including subsections 1-4 thereunder, "II. Risk in Force/Net Par Outstanding - B. Financial Guaranty (Risk in Force/Net Par Outstanding)," "III. Defaults and Claims - B. Financial Guaranty (Defaults and Claims)," "IV. Loss Management -- B. Financial Guaranty (Loss Management)," V. Risk Management - B. Financial Guaranty (Risk Management)," including subsections 1 and 2 thereunder, "VI. Customers - B. Financial Guaranty (Customers)," "VII. Sales and Marketing - Financial Guaranty (Sales and Marketing)," "VIII - Competition Financial Guaranty (Competition)," "IX. Ratings" (but only insofar as it relates to the Insurer), and "XI. Regulation" Parts A 2-6, C and D (but in each case only insofar as it relates to the Insurer or the financial guaranty business); (iii) "Item 1A - Risk Factors" "- Risks Affecting Our Company" (but only insofar as it relates to the Insurer, the financial guaranty business [or the proposed merger between Radian and MGIC (as defined below)) and "- Risks Particular to our Financial Guaranty Business"; (iv) "Item 6 - "Selected Ratios - Financial Guaranty" and "Other Data - Financial Guaranty," and (v) Item 7 - "Managements' Discussion and Analysis of Financial Condition and Results of Operations "Business Summary - Financial Guaranty," "Overview of Business Results" (but only insofar as it relates to the Insurer), "Results of Operations - Financial Guaranty" and "Liquidity and Capital Resources" (but only to the extent it relates to the Insurer), and "Critical Accounting Policies" (but only to the extent it relates to the Insurer, the financial guaranty business or "Financial Guaranty"); (b) Quarterly Reports on Form 10-Q for the periods ended March 31, 2007, June 30, 2007 (as amended) and September 30, 19 2007, in Part I, Item 2 - Managements' Discussion and Analysis of Financial Condition and Results of Operations, under the following headings: "Business Summary - Financial Guaranty," "Overview, of Business Results" (but only to the extent it relates to the Insurer), "Results of Operations - Financial Guaranty," "Liquidity and Capital Resources" (but only to the extent it relates to the Insurer) and "Critical Accounting Policies" (but only to the extent it relates to "Financial Guaranty"); (c) the Reports on Form 8-K dated January 24, 2007, February 6, 2007, February 9, 2007, February 12, 2007, April 9, 2007, April 25, 2007, May 11, 2007, July 25, 2007, August 2, 2007, August 13, 2007, August 16, 2007, August 29, 2007, September 5, 2007, September 10, 2007, October 2, 2007, October 30, 2007 and November 1, 2007; and (d) Report on Form 8-K/A filed March 16, 2007 (amending Report on Form 8-K filed February 6, 2007). This information shall be deemed to be incorporated herein by reference and to be a part of this Official Statement. Any documents, including any financial statements or financial information of the Insurer and its subsidiaries that are included therein or attached as exhibit thereto, filed by Radian pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of Radian's most recent Quarterly Report on Form 10-Q (as listed in (b) above) or Annual Report on Form 10-K (as listed in (a) above), and prior to the termination of the offering of the Bonds offered hereby, that refer to the Insurer or relate to the financial guaranty business or financial guaranty insurance shall be deemed to be referred to above, incorporated by reference into this Official Statement from the respective dates of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or otherwise contained in this Official Statement, shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any subsequently filed document which also is or deemed incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Official Statement. A complete copy of the Radian Financial Statements is available from the Insurer upon written request. The Insurer is an indirect, wholly owned subsidiary of Radian, a publicly owned corporation with its shares listed on the New York Stock Exchange (symbol "RDN"). Radian is a global credit risk management company headquartered in Philadelphia with significant operations in both New York and London. Radian develops innovative financial solutions by applying its core mortgage credit risk expertise and structured finance capabilities to the credit enhancement needs of the capital markets worldwide, primarily through credit insurance products. The company also provides credit enhancement for public finance and other corporate and consumer assets on both a direct and reinsurance basis and holds strategic interests in creditbased consumer asset businesses. Additional information may be found at www.radian.biz. NONE OF RADIAN, RADIAN'S OTHER SUBSIDIARIES OR ANY OF RADIAN'S INVESTORS IS OBLIGATED TO PAY THE DEBTS OF OR CLAIMS AGAINST THE INSURER. The Insurer is licensed and subject to regulation as a financial guaranty insurance corporation under the laws of the State of New York, its state of domicile. In addition, Radian 20 and its insurance subsidiaries are subject to regulation by insurance laws of the various other jurisdictions in which they are licensed to do business. As a financial guaranty insurance corporation licensed to do business in the State of New York, the Insurer is subject to Article 69 of the New York Insurance Law which, among other things, limits the business of each financial guaranty insurer to financial guaranty insurance and related business lines, requires that each financial guaranty insurer maintain a minimum surplus to policyholders, establishes contingency, loss and unearned premium reserve requirements for each financial guaranty insurer, and limits the size of individual transactions and the volume of transactions that may be underwritten by each financial guaranty insurer. Other provisions of the New York Insurance Law, applicable to non-life insurance companies such as the Insurer regulate, among other things, permitted investments, payment of dividends, transactions with affiliates, mergers, consolidations, acquisitions or sales of assets and incurrence of liability for borrowings. Neither the Insurer nor any of its affiliates accepts any responsibility for the accuracy or completeness of, nor have they participated in the preparation of, this Official Statement or any information or disclosure that is provided to potential purchasers of the Bonds, or omitted from such disclosure, other than with respect to the accuracy of information presented under the heading "FINANCIAL GUARANTY INSURANCE" and as set forth in Appendix F of this Official Statement. The Insurer's role is limited to providing the coverage set forth in the Policy. In addition, the Insurer makes no representation regarding the Bonds or the advisability of purchasing the Bonds. On February 6, 2007, Radian and MGIC Investment Corporation (NYSE: MTG) ("MGIC") entered into an Agreement and Plan of Merger, pursuant to which Radian agreed, subject to the terms and conditions of the merger agreement, to merge with and into MGIC. On September 4, 2007, facing market conditions that had made combining the companies significantly more challenging, Radian and MGIC entered into an agreement that terminated the Agreement and Plan of Merger, abandoned the merger contemplated by such agreement and released each other from related claims. Neither company made a payment to the other in connection with the termination. The current ratings of the Insurer are "AA" (outlook stable) by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and "Aa3" (outlook stable) from Moody's Investors Service, Inc. ("Moody's"). As discussed below, Radian has formally requested that Fitch Ratings Services ("Fitch") immediately withdraw its insurer financial strength ratings on the Insurer. Notwithstanding this withdrawal request, Fitch continues to maintain an A+ (Ratings Watch Evolving) rating on the Insurer. On September 5, 2007, S&P published a report stating that, unlike the ratings for Radian and its mortgage insurance subsidiaries ("Radian MI") which are on CreditWatch with negative implications, the "AA" rating on the Insurer is not on CreditWatch. This report also indicated that Radian's management has stated that it is willing to take whatever reasonably practicable steps would be necessary to protect the Insurer from the weaker holding company and affiliates were Radian and Radian MI to be downgraded. 21 On September 5, 2007, Moody's affirmed the Insurer's "Aa3" insurance financial strength rating and stable outlook. Moody's attributed this affirmation to the Insurer's stable earnings, limited exposure to residential mortgage risk and the diversity of its direct financial guaranty and reinsurance portfolio. Moody's stated that it believes the Insurer is adequately capitalized for the risk of its insured portfolio and that Radian's $100 million capital infusion into the Insurer will further bolster the Insurer's capital position, enhancing its flexibility to continue to write new business. On July 31, 2007, Fitch placed the “AA” insurer financial strength rating of the Insurer, all obligations insured by the Insurer and all of Radian’s other insurance subsidiaries on Rating Watch Negative. On September 5, 2007, following the announcement of the termination of the pending merger between Radian and MGIC, Fitch downgraded the insurer financial strength rating of the Insurer and the ratings for all obligations insured by the Insurer to “A+” from “AA” and revised the Rating Watch on the Insurer to “Evolving” from “Negative.” Fitch stated that the Ratings Watch Evolving on the Insurer indicates that the ratings of the Insurer could be raised, lowered or affirmed within the very near-term. Absent additional financial or capital support from either internal or external means, Fitch indicated it is likely that the Insurer’s ratings will be lowered further, but if additional financial backing is forthcoming, Fitch will evaluate that level of support and will consider upgrading the Insurer’s ratings at that time. On September 5, 2007, Radian formally requested that Fitch immediately withdraw all of its ratings for Radian and its subsidiaries, including the insurer financial strength ratings on the Insurer. Consequently, Radian has ceased providing information to Fitch in support of its ratings of the Insurer. On September 9, 2007, Fitch announced that it would not honor Radian’s request at that time in light of the current high level of investor interest in both the mortgage insurance and financial guaranty industries, but that Fitch would instead monitor investor interest and make a decision with respect to Radian’s request at a future date based on market feedback. Fitch also acknowledged that it would withdraw its ratings of Radian and its subsidiaries regardless of investor interest if it believed that it no longer had access to adequate public and non-public information to credibly maintain its ratings. The ratings of S&P, Moody's and Fitch reflect only the views of the applicable rating agency, respectively, do not constitute a recommendation to buy, sell or hold securities and are subject to revision or withdrawal at any time by such rating agencies. Any further explanation of any rating may be obtained only from the applicable rating agency. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the Bonds. The Insurer does not guarantee the market price or investment value of the Bonds nor does it guarantee that the ratings on the Bonds will not be revised or withdrawn. FLOW OF FUNDS Revenues The County's Revenues are deposited upon receipt in the Revenue Fund held by the County. On or before the 25th day of each month, the County is required to withdraw money from the Revenue Fund for application as follows: 22 (1) to the Operation and Maintenance Fund, held by the County, for monthly Operation and Maintenance Expenses; (2) to the applicable Interest Account in the Bond Fund, an amount, which together with amounts transferred from any Pledged PFC Account relating thereto and amounts transferred from the Pledged CFC Account relating thereto, is equal to one-sixth (1/6th) of the next interest payment due after such date with respect to each Series of Bonds provided, however, that the Issuer shall be credited with any amount which is on deposit in a Capitalized Interest Account relating to the next interest payment on such Series in the Construction Fund. (3) to the applicable Principal Account or Redemption Account as the case may be in the Bond Fund, an amount, which together with amounts transferred from any Pledged PFC Account relating thereto and amounts transferred from the Pledged CFC Account relating thereto, is equal to one-twelfth (1/12th) of the next principal payment or mandatory sinking fund payment due after such date with respect to each Series of Bonds. (4) except as described above or in the applicable Supplemental Indenture, to the Debt Service Reserve Fund, held by the Trustee, 1/12th of the amount required to restore any deficiency in the Debt Service Reserve Requirement, after taking into account any monthly transfers from a Pledged CFC Account or other similar account established under a Supplemental Indenture (including the Pledged PFC Account established with respect to the Series 2003 Bonds and the First Supplemental Indenture); (5) to the Operation and Maintenance Reserve Account, held by the County, 1/12th of the amount necessary to restore any deficiency in the Operation and Maintenance Reserve Account Requirement (which is established under the Indenture as 1/6 of the amount budgeted in the County's then current Fiscal Year for Operation and Maintenance Expenses); (6) to the Revenue Fund Coverage Account held by the County, the amount (in 12 equal monthly installments) needed to restore to such account the Revenue Fund Coverage Amount (25% of Annual Debt Service in any Fiscal Year, less the amount on deposit in the CFC Coverage Subaccounts or similar accounts established under a Supplemental Indenture, including the Pledged PFC Coverage Subaccount established with respect to the Series 2003 Bonds under the First Supplemental Indenture, if any). The County expects to be able to deposit into a Series 2007 CFC Coverage Subaccount the full coverage amount from CFC Revenues simultaneously with issuance of the Series 2007 Bonds. (7) to the Repair and Rehabilitation Fund, held by the County, the amount (in 12 equal monthly installments) necessary to restore any deficiency in the Repair and Rehabilitation Fund Requirement (initially $500,000, adjusted as provided in the Indenture); (8) to the Subordinated Indebtedness Fund, held by the County, the amount required for debt service on Subordinated Indebtedness; (9) to the Rebate Fund, amounts required to provide for rebate on tax-exempt Bonds; and 23 (10) unless otherwise provided by Supplemental Indenture, to the Airports General Purpose Fund, all money remaining in the Revenue Fund. The First Supplemental Indenture and Second Supplemental Indenture require Revenues to be used to fully fund the Debt Service Reserve Fund prior to any deposit to the Airports General Purpose Fund. In calculating the amount of any required deposit to a Fund or Account under the Indenture, credit may be taken for all interest earnings and other amounts lawfully held in such Fund or Account. Whenever the amount in a Fund or Account exceeds the amount then required to be on deposit therein, (i) as to Funds and Accounts held by the County, the County may, or (ii) as to Funds and Accounts held by the Trustee the Trustee shall, at the written direction of the County (but only from money held by the Trustee under the Indenture), transfer the excess to the Revenue Fund or the Airports General Purpose Fund. Notwithstanding any other provision of the Indenture, money may be deposited into any Fund or Account from any legally available source, including but not limited to the Airports General Purpose established under the Indenture. Customer Facility Charge Revenues All receipts from the Customer Facility Charge ("CFC Revenue") are deposited into the 2007 Pledged CFC Account therein until, in each month, the amount on deposit in the 2007 Pledged CFC Account equals (i) the CFC Debt Service on the Series 2007 Bonds for such month and (ii) the product of (I) any required deposit to the 2007 Debt Service Reserve Account times (II) the CFC Debt Service Percentage. Any remaining receipts of CFC Revenues shall be deposited into the 2007 CFC Coverage Subaccount in the amount necessary to maintain therein the 2007 CFC Coverage Amount, which is defined as 25% of the Debt Service on the Series 2007 Bonds during any Fiscal Year. CFC Revenue in the Customer Facility Charge Fund in excess of the amount required to be transferred to the 2007 Pledged CFC Account and the 2007 CFC Coverage Subaccount shall remain in the Customer Facility Charge Fund, and invested pursuant to the Indenture; however, such excess CFC Revenues may be pledged to secure other indebtedness and are not pledged to secure the Series 2007 Bonds. The CFC Debt Service Percentage is defined in the Second Supplemental Indenture as determined by dividing the total costs of CFC Eligible Projects funded from proceeds of the Series 2007 Bonds by the total cost of the 2007 Project. The County expects the total project funded from proceeds of the Series 2007 Bonds to be CFC-Eligible, and the CFC Debt Service Percentage to thus be 100%. Monthly debt service on the Series 2007 Bonds and any required deposit to the 2007 Debt Service Reserve Account will be transferred from the 2007 Pledged CFC Account or, as necessary, the 2007 CFC Coverage Subaccount on or before the 25th day of each month to the required Accounts in the Bond Fund for payment of the Series 2007 Bonds and to the 2007 Debt Service Reserve Account if required to restore a deficiency therein. See "FORM OF THE MASTER INDENTURE, THE FIRST SUPPLEMENTAL INDENTURE AND THE SECOND SUPPLEMENTAL INDENTURE," Appendix "C" hereto. 24 Construction Fund The Indenture creates an Airport Construction Fund, to be held by the County, which will contain one or more Project Accounts, a Cost of Issuance Account for each Series of Bonds and may contain a Capitalized Interest Account for each Series of Bonds therein and such other accounts as may be specified in the applicable Supplemental Indenture. Moneys, instruments and securities in the Construction Fund shall be held by the County in each Project Account, in trust for and subject to a pledge and lien in favor of the Holders of the Bonds of such Series until such moneys have been committed or encumbered to pay lawfully incurred obligations of the County in connection with paying the Costs of Airport Facilities. The County covenants that the moneys in such Project Accounts will be applied, in accordance with the provisions of the Indenture, to the payment of the Cost of the Airport Facilities financed by such Series of Bonds. After payments of, and reimbursements with respect to, all costs of issuance of a Series of Bonds to be financed with proceeds of such Bonds, any amounts remaining in the applicable Cost of Issuance Account of the Series of Bonds will be transferred to the applicable Project Account in the Construction Fund and used to pay the Cost of the Airport Facilities financed by the applicable Series of Bonds. After payments of, and reimbursements with respect to, the Projects financed by the related Series of Bonds are completed, as certified by the County, the Project Manager and the Construction Manager and provided no Event of Default has occurred and is continuing in the payment of the Principal Amount of or Interest on any Bonds, surplus money in the related Project Account in the Construction Fund will be applied (i) to eliminate any deficiency in the related Series Account of the Debt Service Reserve Fund, (ii) for any other Cost of Airport Facilities, (iii) to the Principal Account, or (iv) to the Redemption Account, if so required by the applicable Supplemental Indenture. Pursuant to the Second Supplemental Indenture, there will be established in the Construction Fund a 2007 Series Project Account, a 2007 Series Cost of Issuance Account and a 2007 Series Capitalized Interest Account. See "SOURCES AND USES OF FUNDS" herein. THE AIRLINE AGREEMENTS The County has executed Signatory Airline Operating Agreements and Terminal Building Leases ("Airline Agreements") with Atlantic Southeast, ExpressJet, American Eagle and Northwest airlines, each of which operate as signatory carriers at the Airport. Under provisions in the Agreement, Delta currently operates as an affiliate of Atlantic Southeast and Gulfstream operates as an affiliate of ExpressJet. The provisions of the Airline Agreements commenced (other than with respect to airlines that began service after such date) October 1, 2003 and unless terminated sooner, shall expire on September 30, 2008. Pursuant to the terms of the Airline Agreement, the County calculates airline terminal rentals under a compensatory approach with revenue sharing credits under which the airlines pay 25 for their specific use of the terminal area. The calculation of landing fees is determined based on a residual approach with revenue sharing credits. See the "REPORT OF AIRPORT CONSULTANT", Appendix B herein, at Section 5.2.5, for a discussion of the detailed methodology used to calculate terminal rental rates, landing fees and security charges, less revenue sharing credits, due under the Airline Agreements. Non-Signatory airlines (of which there currently are none) are required to pay certain non-signatory rates. Amounts due under the Airline Agreements compose a substantial part of the Net Revenues. The County has covenanted in the Indenture that it will not amend or terminate the Airline Agreements in any manner which would impair the ability of the County to comply with its Rate Covenant. See "SECURITY FOR THE SERIES 2007 BONDS -- Rate Covenant". For a discussion of the airlines, see "THE AIRLINES AND THE AIRLINE INDUSTRY". For a discussion of parking, concession, general aviation and other non-airline revenues, see "OKALOOSA REGIONAL AIRPORT -- Airport Financial Operations". THE COUNTY Background The County encompasses approximately 1,936 square miles with approximately 24 miles of coastline along the Gulf of Mexico. It is bordered on the west by Santa Rosa County, on the north by the State of Alabama and on the east by Walton County. The County was created by an act of the legislature of Florida in 1915. The County seat is located at the City of Crestview in the northern portion of the County. Incorporated cities in the County include: Cinco Bayou, Crestview, Destin, Fort Walton Beach, Laurel Hill, Mary Esther, Niceville, Shalimar and Valpariso. Population The total population of the County was 170,498 according to the 2000 Census and is estimated at 192,672 in 2006 by the University of Florida, Bureau of Economics and Business Research, Florida Statistical Abstract 2005. The population and commercial growth of the County is primarily in the coastal area of the County along the Gulf of Mexico within the cities of Fort Walton Beach and Destin at the hub of the population center. Governing Body The County is governed by an elected five-member Board of County Commissioners (the “Board”). Each Commissioner is elected for a four-year term of office. The Board appoints a County Administrator to administer the County’s programs. The Clerk of the Circuit Court of the County is the clerk, auditor and comptroller for the Board. The County seat is in Crestview, with a branch office in Fort Walton Beach. In addition to the courthouse facilities, service complexes are located in the northern and southern sections of the County. Listed below are current members of the Board of County Commissioners and their term expiration dates. 26 Name Don R. Amunds, Chairman James Campbell, Vice-Chairman Sherry Campbell Bill Roberts John Jannazo Date Current Term Began November 2006 November 2004 November 2004 November 2004 November 2006 Date Current Term Expires November 2010 November 2008 November 2008 November 2008 November 2010 Budgetary Process The County’s annual budget is prepared pursuant to Chapters 129 and 200, Florida Statutes, and represents the County’s legal authority to levy taxes and expend funds for County purposes. On or before May 1 of each year the Sheriff, the Clerk of the Circuit Court and the Supervisor of Elections must each submit to the Board a tentative budget request for their respective offices for the ensuing fiscal year. No later than 15 days after the Property Appraiser certifies the tax roll, the County Budget Officer shall prepare and present to the Board a tentative budget for each Board fund. The Board will receive and examine the tentative budget for each fund and, subject to the notice and hearing requirements, make such changes as it deems necessary provided that the budget remains in balance. A summary of the tentative budget is prepared by the Board, advertised, publicly reviewed and revised prior to final approval and adoption before the end of the fiscal year on September 30. Annual Audit Florida law requires that an annual audit of all County accounts and records be completed within one year following the end of each Fiscal Year, by an independent certified public accountant retained by the County. Description of Financial Practices The financial statements of the County are prepared in conformity with generally accepted accounting principles as applied to local government finances. The County uses funds and accounts groups to report on its financial position and the results of its operations. A copy of the County’s Comprehensive Annual Financial Report for the fiscal year ended September 30, 2006 is available from the office of the Clerk of the Circuit Court. The Government Finance Officers’ Association has awarded the Certificate of Achievement for Excellence in Financial Reporting to the County for the past 19 years. In order to be awarded a Certificate of Achievement, a governmental unit must publish an easily readable and efficiently organized comprehensive annual financial report, whose contents conform to industry standards. 27 Investment Policy Moneys on deposit in the funds and accounts created under the Indenture may be invested only in Permitted Investments. Additionally, investment of surplus funds of the County is subject to state law, including, in particular, Section 218.415, Florida Statutes, which requires the adoption of a formal written investment policy for each unit of local government within the state. In the absence of such a formal written investment policy, investment of surplus funds is limited to certain specified types of investments. The Board of County Commissioners has adopted a formal investment policy (the “Investment Policy”) which governs the investment of surplus County funds. The County’s Investment Policy applies to all funds held by or for the benefit of the Board and provides for monthly reporting and quarterly detailed analysis of the investment portfolio of the County. The Investment Policy specifies the types of investments permitted and specifically prohibits the investment in derivative financial products. The Investment Policy specifies that the investment of bond proceeds may be further limited or expanded by the respective bond resolution or covenants. The Clerk of the Circuit Court, a separate, elected, constitutional officer of the County, has been designated by the Board of County Commissioners to serve as investment manager pursuant to Section 125.31, Florida Statutes. A copy of the Investment Policy may be obtained from the office of the Clerk of the Circuit Court. OKALOOSA REGIONAL AIRPORT The following sets forth a summary description of the Okaloosa Regional Airport and its operations. For more detailed information, please see "APPENDIX B -- Report of the Airport Consultant," herein. General The Airport is located approximately six miles northwest of the City of Fort Walton Beach, Florida, in Okaloosa County, Florida, on approximately 108 acres of land on Eglin Air Force Base. Eglin Air Force Base is the largest Air Force base in the world, covering 724 square miles of land and approximately 123,000 square miles of water ranges in the Gulf of Mexico. The base is under the direction of the Air Material Command and the Air Armament Center. The Air Armament Center is responsible for planning, development, direction, and testing and evaluation of U.S. and allied air armament, navigation/guidance systems, and command and control systems for all airdelivered weapons. Eglin houses over fifty associate units of the Air Force, including specialized schools, operations and tactical wings, laboratories and research units. The Airport is located on the western side of the military airfield. The County has leased the property on which the Airport sits from the Department of the Air Force for many years. The current lease (the "Lease") was executed on July 30, 2007 and ends on July 29, 2032. The rent payable under the Lease is $318,000 per year, escalated at 3% per year thereafter. The Lease may be terminated by the Air Force for failure to cure a default under the Lease during a reasonable cure period, or at any time during any national emergency. The Lease may also be terminated or suspended 30 days after a determination by the Secretary of the Air Force that paramount military necessity at Eglin Air Force Base requires such suspension or termination. The County may terminate the Lease upon 90 days' notice. Under the Lease, the County is required to pay any taxes or assessments imposed 28 upon the County with respect to the Airport property, to maintain the property in good order and condition, to repair or replace damaged property, to bear the risk of loss of the leased premises and to insure such risk. The Lease provides that all construction or alterations to the Airport must be approved by the Air Force and the County's operation of the Airport is subject to the priority and primacy of the Air Force's mission at Eglin Air Force Base, in the judgment of the Base Commander. The Airport is one of 22 joint-use airports in the country. The Airport's civil aviation operations share the military runways at Eglin Air Force Base and use Eglin's air traffic control facilities to coordinate aircraft operations. Pursuant to a 30-year Joint-Use Agreement expiring in 2031, the Air Force permits civilian aircraft to use the flying facilities at Eglin Air Force Base for not more than 84 landings and takeoffs per day, under the control of the Air Force control tower, and subject to priority for military takeoffs and landings. This agreement is subject to suspension or termination on a similar basis to the Lease, described above. The County pays an annual amount based on operations to reimburse the Air Force for its share of the cost of operating and maintaining the flying facilities. Management James D. Curry, Okaloosa County Administrator, was appointed by the Board of County Commissioners, effective July 2005. He is responsible for implementing the Board's policies, preparing the annual budget for the Board's approval and appointing department heads. He also supervises the County's approximately 925 employees. Mr. Curry oversees the executive branch of government, which includes 16 departments including: Airports, Corrections, Public Safety, Growth Management, Public Works, Water and Sewer and County Administrative services (Extension Services, Information Services, Human Resources, Purchasing, Risk Management, Veteran Services, Fleet Operations, Court Services and Facility Maintenance). Mr. Curry has been employed with Okaloosa County since 1978. He began as a Correctional Officer at the County Jail and became the Jail Administrator in 1981. In 1989, the Jail operations were transferred to the Board of County Commissioners and the position was re-titled Director, Department of Corrections. In 1997, Mr. Curry was promoted to Administrative Services Director with oversight of 9 county departments that included: Corrections, Human Resources, Information System, Rick Management, Purchasing, Fleet Operations, Facility Maintenance, Veteran Services and Court Services. Mr. Curry holds a Master's Degree in Public Administration from Troy State University. The Airports Director is Jerry L. Sealy, A.A.E. He has served as Airports Director since 1994. Prior to accepting this position, he was President of Sealy Aviation Associates from 1992 to 1994. Mr. Sealy has held executive leadership positions at Regional Airports in Tallahassee and Naples, Florida, between 1985 and 1992. He previously had been Director of Aviation and Airport Director at Corpus Christi, Texas; Gainesville, Florida; and Assistant Director at Spokane, Washington. Mr. Sealy began his aviation career after graduating from the University of Oklahoma with a Bachelor of Business Administration in 1963; and attending law school there until 1965. Mr. Sealy has been an Accredited Airport Executive (A.A.E.) since 1971. He has also been an active member of the Florida Airports Council (formerly Florida Airport Managers Association), having served on its Board of Directors from 1988 to 1990; as Secretary/Treasurer, 29 1990-1991; Vice President, 1991-1992, and as President in 1999. Mr. Sealy was honored by the Florida Department of Transportation in 2000 as its Aviation Professional of the Year. The Airports Administration and Finance Manager is Jon P. Morris. He has served since July 1998. Previously he was the Grants and Contracts Manager for Okaloosa County. Prior to his service with the County, Mr. Morris held senior management positions in the United States Air Force at the Pentagon and the Air Force Special Operations Command. This last assignment as Director of Financial Management and Comptroller for AFSOC culminated a 30-year career in governmental budget and finance. Mr. Morris graduated from the University of Kansas with a Bachelor of Science in Business Administration and obtained a Master of Science from the University of Colorado in Management and Accounting. He recently completed a Master of Aeronautical Science from Embry-Riddle Aeronautical University. He also holds a faculty position with the University of Phoenix Online. The Airports Project Manager is Tracy A. Stage. He has served in this capacity since October 2006. Prior to his employment with Okaloosa County, Mr. Stage was Facilities Project Administrator for The Boeing Company, Integrated Defense Systems: Special Operations Forces Division in Fort Walton Beach, Florida. Mr. Stage held a variety of civil engineering positions with the United States Air Force from 1994 to 2003. He earned his Bachelors Degree in Management from the University of Phoenix. The Airports Operations/Maintenance Manager is Terry D. Curry. He has served as the Airports Operations/Maintenance Manager and as Airports Security Coordinator since June 1996. Prior to his service with Okaloosa County, he served as Deputy Chief of Operations for Civil Engineering at Hurlburt Air Force Base as part of the Special Operations Command. Mr. Curry culminated a 26-year career in the U.S. Air Force as the Civil Engineering Chief of Heavy Repair, Eglin AFB, Florida. Service Area The Airport Consultant has prepared a detailed analysis of the Airport's service area in its Report of the Airport Consultant, attached as Appendix B herein. The area primarily served by the Airport (the "Air Trade Area") is Okaloosa County and a portion of its two adjoining Florida counties, Santa Rosa County and Walton County. The Air Trade Area is located in the panhandle of Florida along the shores of the Gulf of Mexico. The City of Fort Walton Beach is the largest city within the Air Trade Area and is located approximately 151 miles west of Tallahassee and 41 miles east of Pensacola. Passengers originating from adjacent Escambia, Holmes, and Washington counties in Florida, as well as Southern Alabama, may constitute a secondary service area, but most passengers using the Airport originate in the Air Trade Area. There is no connecting or hub activity at the Airport, and all passengers are "origin and destination passengers." 30 The nearest competing airports are Pensacola Regional Airport, 50 miles to the west, and Panama City-Bay County International Airport, 66 miles to the east. Panama City is in the process of relocating their airport to a new site on the west side of Bay County approximately 58 miles to the east of the Airport. The new Panama City-Bay County International Airport is expected to be operational in 2010. Set forth below is the historical regional share of enplanements for the Okaloosa Regional Airport, the Pensacola Regional Airport and the Panama City-Bay County International Airport. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 31 REGIONAL SHARES OF ENPLANEMENTS 32 Calendar Year 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 1996-2006 Weighted Average Compounded Annual Growth Rate Okaloosa Regional Regional Enplanements Share 225,112 24.4% 277,547 27.1% 291,903 28.3% 366,592 33.8% 411,593 36.8% 388,275 35.7% 342,183 28.9% 359,219 29.1% 395,012 29.7% 404,783 28.6% 365,045 27.0% Pensacola Regional Regional Enplanements Share 546,132 59.3% 574,604 56.1% 570,614 55.3% 545,887 50.4% 526,438 47.1% 526,628 56.6% 668,832 56.6% 690,095 55.8% 741,311 55.7% 821,477 58.0% 812,121 60.0% Panama City-Bay County International Regional Enplanements Share 150,207 16.3% 172,246 16.8% 169,494 16.4% 170,863 15.8% 179,570 16.1% 173,385 15.9% 171,456 14.5% 187,066 15.1% 195,688 14.7% 189,938 13.4% 176,640 13.0% Regional Total 921,551 1,024,397 1,032,011 1,083,342 1,117,601 1,008,288 1,182,471 1,236,380 1,332,011 1,416,198 1,353,806 29.9% 54.9% 15.1% 100.0% 5.0% 4.0% 1.6% 3.9% Sources: Report of the Airport Consultant, Table III-1 Airfield Facilities The airfield facilities at the Airport (the “Airfield”) consist of two precision instrument runways, Runway 12/30 and Runway 1/19, together with associated taxiways, aircraft parking aprons and an Air Force air traffic control tower. Runway 12/30 is 12,005 feet long and runway 1/19 is 10,012 feet long and both are equipped with high intensity runway edge lighting with sequenced flashers located on each end of the runways. Both runways are available to the County based on the Joint Use Agreement. With the exception of the civilian aircraft Taxiways D-1 and D-2 and the terminal apron, all airside facilities are maintained by the Air Force. Taxiways D-1 and D-2 are parallel taxiways providing access from the terminal aircraft parking apron to Runway 12/30 and its northern parallel taxiway. Both taxiways are equipped with medium intensity taxiway edge lighting. The dual taxiway system provides for the ability to operate simultaneous arriving and departing operations without undue aircraft hindrance or delay. Terminal Facilities Following the completion of the Airport’s 1998 master plan and based on recommendations therein, the County began the planning, design, and construction of a new terminal facility. At that time, the age and condition of the Airport’s existing 38,000 square foot terminal building, and the increasing passenger levels accommodate by the Airport, dictated the need for a larger, more modern facility. The new two-story terminal facility, with an area of approximately 110,000 square feet, opened in 2004. The new terminal includes three passenger loading bridges on the upper-level east side of the concourse and three regional jet gate areas on the lower west side. In addition to areas for airlines, the new terminal includes areas for five rental car operators, limited space for the Transportation Security Administration (TSA), and the Airport’s administration and maintenance departments. Support Facilities Rental Car Areas. There are currently five rental car companies operating on-site at the Airport. Each company currently leases rental car counter and office space totaling approximately 750 square feet in the passenger terminal to support their on-Airport operations. The on-site manager and other staff generally share these offices. The rental care companies share a consolidated service facility located west of the passenger terminal building. The existing consolidated service facility consists of a paved area covered by a metal roof structure that is portioned into six bays. Each bay consists of a fuel pump, water hose connections, vacuums, and miscellaneous wash equipment. Vehicles are fueled and then hand washed prior to being rented to a new customer. Current industry standard is the use of automated car wash facilities which provide greater efficiency in the rental car service process and reduce environmental impacts. The construction of new rental car service facilities on an area located on the east side of the passenger terminal is a key component of the 2007 Project. Included in the 2007 Project are the construction of office/storage areas, vehicle maintenance areas, a five-bay consolidated car wash building, a consolidated fueling facility, and vehicle storage areas for each rental car operator. 33 The Airport's primary ready/return area is located on the west side of the terminal building and is comprised of Ready Area A. Ready Area B and an overflow area providing additional spaces is located on the east side of the terminal. Each of these are paved lots. Ready Area A contains a total of 286 parking spaces and Ready Area B provides 164 spaces. The overflow ready space area provides an additional 282 parking spaces. On an annual basis, rental car operators are allocated ready/return spaces in these areas based on their market share at the Airport. See "APPENDIX B -- Report of the Airport Consultant - Rental Car Market at the Airport," for a discussion of the rental car market at the Airport. Public/Employee Parking. Existing public and employee parking facilities at the Airport comprise a total of approximately 1,910 vehicle parking spaces. Existing parking facilities and their respective capacities are summarized as follows: Long Term – 795 total spaces including 16 reserved for handicap use Short Term – 207 total spaces including 6 reserved for handicap use Employee Lot – 542 spaces including 12 reserved for handicap use Reserved – 30 spaces including 2 reserved for handicap use Overflow – 338 spaces including 8 reserved for handicap use The reserved parking area will likely be converted to short-term paid parking under an anticipated new parking management or operation contract. The overflow lot is used for public parking during holiday peak seasons. During the remainder of the year, the majority of spaces in the overflow lot are leased to the rental car companies and used for vehicle storage. Fuel Facility. The Airport's fuel farm is currently located on the west side of the terminal apron. Three above ground storage tanks, including two 20,000-gallon JetA fuel tanks and one 3,000-gallon tank used for unleaded automotive gasoline, are located within the facility. The facility is covered with a metal roof, and has a concrete containment area to contain potential fuel leaks. The tanks are connected via galvanized steel pipes to the delivery system. An emergency shutoff switch is located on the northeast side of the fuel farm. The construction of a relocated fuel farm is planned and the rental car component of that project is included in the 2007 Project. The relocation of aviation fueling facilities is not included in the 2007 Project nor are the costs associated therewith. The cost of dismantling and removing the existing fuel facility is included in the 2007 Project cost. Support Facilities. The Baldwin Building, located east of the terminal building, houses key components of the Airport's electrical and communications infrastructure. Additionally, it provides limited storage capability. The Airport maintenance department, responsible for maintaining County-owned buildings, grounds, and apron areas, currently utilizes multiple locations for storage of supplies and equipment. The department lacks a dedicated shop area, which could be used for vehicle maintenance, minor carpentry projects and miscellaneous equipment repairs. 34 Other Airports In addition to the Airport, the County also owns and operates two general aviation facilities, Bob Sikes Airport and Destin/Ft. Walton Beach Airport. Bob Sikes Airport. Bob Sikes Airport is located northeast of the City of Crestview and is approximately 18 miles north of the Airport. It is a public-use airport accommodating general aviation, air taxi and some military operations. Runway 17/35 at Bob Sikes Airport has a length of 8,005 feet, width of 150 feet, and has precision instrument approach capabilities. Approximately 50 aircraft are based at Bob Sikes Airport and a full service fixed base operator (FBO), Sunshine Aero, supports local and transient operators. Destin/Ft. Walton Beach Airport. Destin/Ft. Walton Beach Airport is located approximately 6 miles southeast of the Airport. The public use general aviation airport has a 4,999-foot runway and is supported by non-precision instrument approaches. Approximately 75 aircraft are based at Destin/Ft. Walton Beach Airport, and the airport's FBO, Miracle Strip Aviation, provides fueling and aircraft parking services to local and itinerant operators. Facilities are currently under construction for a second FBO. Airlines Serving the Airport Since 1990, aviation activity at the Airport has produced stages of both strong growth and declines in operations. In terms of passenger service, the Airport has a history of serving mainly as a spoke airport or a destination point for a number of hub carriers. As of May 2007, the Airport had scheduled daily non-stop passenger service provided by eight U.S. carriers: American Eagle, Atlantic Southeast (d/b/a the Delta Connection), Chautauqua and ExpressJet (both d/b/a Continental Express) and Delta, Freedom (d/b/a the Delta Connection), Gulfstream (d/b/a the Continental Connection), and Northwest. AirTran Airways withdrew from the market in November 2001, switching to the Pensacola Regional Airport, after aggressive marketing efforts by that airport to increase air service from that city. U.S. Air Express withdrew in 2005. Delta Air Lines has the largest market share and currently operates 8 daily departures together with its affiliates. As a percent of total departures, Delta and its regional partners operate over 50 percent of the Airport’s total departures. Enplanements Over the long term, total enplaned passengers at the Airport have increased. From 1999 to 2006, total enplanements grew at an annual compound growth rate of 1.37 percent, which is comparable to the U.S. national rate of 1.43 percent for the same period. Total annual enplaned passengers increased from 352,340 in 1999 to 370,558 in 2006. The 2002 figure decreased at a rate slightly below 20 percent because of the events of September 11, 2001, the economic slowdown and AirTran’s exit from the market. Enplanements rebounded between 2002 and 2005, going from 329,481 to 407,053. The 2006 figure decreased at a rate of 9 percent due to Delta's bankruptcy filing and subsequent cutback in service. 35 Historical Enplanements Fiscal Year 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Enplaned Passengers 209,149 269,038 282,020 352,340 403,095 410,324 329,481 355,367 388,958 407,053 370,558 October - August FY 2006 FY 2007 342,665 364,494 Annual Percent Change 28.6% 4.8% 24.9% 14.4% 1.8% -19.7% 7.9% 9.5% 4.7% -9.0% 6.4% Average Compounded Annual Growth Rate 1996-2006 5.9% Source: Report of the Airport Consultant, Table III-6 Airline Market Share For the Fiscal Year 2006, Delta Air Lines and its regional affiliates had the largest share of the Airport’s origination and destination ("O&D") passengers, accounting for over 50 percent of O&D passengers. Northwest Airlines had the second-largest market share, with just under a quarter of the market at 21.3 percent, operating three non-stop daily flights to Memphis using 100-seat DC-9-30 aircraft. American Eagle had the third-largest market share, at 15.2%, primarily serving Dallas/Ft. Worth. Continental Express and its affiliates held fourth place in total market share with 13.4 percent, serving Houston and Tampa. Prior to its bankruptcy declaration, Delta had approximately 70% of the Airport's market share for Fiscal Years 20022005. Set forth below is a table showing historical enplaned passengers by airline for Fiscal Years 2002-2006. 36 Historical Enplaned Passengers by Airline FY 2002 37 Enplaned Airline Passengers Delta Carriers 228,420 85,524 Northwest(1) American Eagle Continental Express (2) AirTran 6,395 US Airways Express(3) 9,142 AIRPORT TOTAL(4) (1) (2) (3) (4) 329,481 FY 2003 Enplaned Passengers Share FY 2004 Enplaned Passengers Share FY 2005 Enplaned Passengers Share FY 2006 Share Enplaned Passengers Share 69.3% 26.0% 245,479 93,132 69.1% 26.2% 275,662 80,909 70.9% 20.8% 278,761 79,370 68.5% 19.5% 185.752 78,783 50.1% 21.3% - - - - - 13,719 3.4% 56,202 15.2% 1.9% 5,875 - 1.7% - 20,796 - 5.3% - 32,032 - 7.9% - 49,821 - 13.4% - 2.8% 10,881 3.1% 11,591 3.0% 3,171 0.8% - - 100.00% 355,367 100.0% 388,958 100.0% 407,053 100.0% 370,558 100.0% Includes data for Mesaba in FY 2003 and FY 2004. Discontinued service at the Airport in November 2001. Discontinued service at the Airport in January 2005. Columns may not add to totals shown because of rounding. Source: Report of the Airport Consultant, Table III-7 Top 10 Origin and Destination Markets Atlanta Hartsfield has historically been the top O&D market for the Airport because of its close proximity to the Airport, as well as its status as Delta Air Lines’ primary hub. However, during Fiscal Year 2006, Dallas recorded just above 42,190 O&D passengers from the Airport, giving it a 11.37 percent market share to Atlanta's 9.46%. Top 10 Origin and Destination City Markets – Fiscal Year 2006 Percent Cumulative Percentage 42,190 35,100 33,430 27,380 25,190 19,030 18,590 18,280 16,840 16,120 11.37% 9.46 9.01 7.38 6.79 5.13 5.01 4.93 4.54 4.34 11.37% 20.83 29.84 37.22 44.01 49.14 54.15 59.08 63.62 67.96 Top 10 O&D Passengers 252,150 67.96% Remaining O&D Passengers 118,910 32.04 Total O&D Passengers 371,060 Rank 1 2 3 4 5 6 7 8 9 10 City Pairs Dallas/Ft. Worth Atlanta Washington New York Memphis St. Louis Houston Las Vegas Tampa Chicago Total O&D Passengers Source: Report of the Airport Consultant, Table III-8 Aircraft Operations Majors/Nationals – With AirTran discontinuing service at the Airport in early Fiscal Year 2002, major/national activity decreased 9.6 percent in Fiscal Year 2002 from Fiscal Year 2001 levels, from 5,266 operations to 4,758 operations during this period. This decrease was lessened by Delta initiating mainline service at the Airport in the first month of Fiscal Year 2002. Delta continued to steadily increase its mainline presence at the Airport, as major/national activity increased to 5,538 operations by Fiscal Year 2005. At its peak in Fiscal Year 2005, Delta provided five to six daily mainline flights to its Atlanta hub from the Airport. Delta’s decision to cut back service systemwide as a strategy to emerge from Chapter 11 caused major/national operations and scheduled seats to decrease 28.4 percent and 48.8 percent, respectively, in Fiscal Year 2006 from Fiscal Year 2005 levels. Mainline activity by Northwest at the Airport was relatively stable between Fiscal Year 2001 and Fiscal Year 2006, with approximately three to four daily flights to its Memphis hub during this period. Regionals/Commuters – Regional/commuter activity at the Airport decreased from 11,806 operations in Fiscal Year 2001 to 9,458 operations in Fiscal Year 2002, primarily due to the shifting of certain Atlantic Southeast operations to Delta mainline service in Fiscal Year 38 2002. With the continued expansion of service by Delta carriers at the Airport, as well as the initiation of service by ExpressJet at the Airport in mid-Fiscal Year 2004, regional/commuter activity increased from 9,458 operations in Fiscal Year 2002 to 12,480 operations in Fiscal Year 2004. With the discontinuation of service by US Airways Express at the Airport in mid-Fiscal Year 2005, regional/commuter activity decreased 21.5 percent in Fiscal Year 2005 from Fiscal Year 2004 levels (from 12,580 operations in Fiscal Year 2004 to 9,806 operations in Fiscal Year 2005). The initiation of service by Gulfstream at the Airport in mid-Fiscal Year 2006 offset the 29.4 percent decrease in scheduled seats by Atlantic Southwest in Fiscal Year 2006, resulting in activity by this major user group to increase from 9,806 operations in Fiscal Year 2005 to 10,726 in Fiscal Year 2006, an increase of 9.4 percent during this period. Commercial Operations Fiscal Year Majors/ Nationals Regionals/ Commuters Airport Total 2001 5,266 11,806 17,072 2002 2003 2004 2005 2006 4,758 4,902 4,872 5,538 3,964 9,458 10,774 12,480 9,806 10,726 14,216 15,676 17,352 15,344 14,690 -5.5% -1.9% -3.0% Compounded Annual Growth Rate 2001 – 2006 Source: Report of the Airport Consultant, Table III-10 Landed Weight The table set forth below presents the historical share of landed weight by commercial airlines at the Airport between Fiscal Year 2002 and Fiscal Year 2006. As shown, Delta carriers and Northwest had a combined 85 to 90 percent share of Airport landed weight between Fiscal Year 2002 and Fiscal Year 2005. Similar to enplanements, approximately 20 percent of the Delta carriers’ share of Airport landed weight was redistributed to American Eagle and Continental Express in Fiscal Year 2006 due to cutbacks in Delta service systemwide during this period. Delta carriers, however, maintained the highest share of landed weight at the Airport with approximately 50 percent of the total in Fiscal Year 2006. (REMAINDER OF PAGE INTENTIONALLY BLANK) 39 Landed Weight(1) FY 2002 FY 2003 FY 2004 FY 2005 FY 2006 Delta Carriers Northwest(2) American Eagle Continental Express Air Tran(3) US Airways Express(4) Landed Weight 262,378 119,800 11,232 34,262 Share 61.4% 28.0% 2.6% 8.0% Landed Weight 265,566 135,645 9,034 35,291 Share 59.6% 30.4% 2.0% 7.9% Landed Weight 326,293 109,046 29,934 34,735 Share 65.3% 21.8% 6.0% 6.9% Landed Weight 351,465 108,984 12,015 45,883 8,340 Share 66.7% 20.7% 2.3% 8.7% 1.6% Landed Weight 215,532 107,713 60,250 64,497 - Share 48.1% 24.0% 13.4% 14.4% - AIRPORT TOTAL(5) 427,673 100.0% 445,536 100.0% 500,008 100.0% 526,686 100.0% 447,992 100.0% Airline _____________________ (1) Weight in 1,000 pound units. (2) Includes data for Mesaba in Fiscal Year 2003 and Fiscal Year 2004. (3) Discontinued service at the Airport in November 2001. (4) Discontinued service at the Airport in January 2005. (5) Columns may not add to totals shown because of rounding. Source: Report of the Airport Consultant, Table III-11 Passenger Facility Charges Passenger Facility Charges ("PFCs") are collected by air carriers serving an airport and are remitted to the airport less a small handling charge. PFCs are available to airports to finance certain projects that (i) preserve or enhance capacity, safety or security of the national airport transportation system, (ii) reduce noise resulting from an airport, or (iii) furnish opportunities for enhanced competition among air carriers. PFC applications are approved by the Federal Aviation Administration (the "FAA") for specific projects and for specific amounts for each project. The airport may only impose the designated PFC until it collects the authorized total amount of that application. Interest earnings on collections count against the application total. Under certain circumstances, the FAA grants approval to commence collection of PFCs ("impose only" approval) before approval to spend the PFCs on approved projects ("use" approval) is granted. Approval to both collect and spend PFCs is referred to as an "impose and use" approval. Collected PFCs may be spent on projects in approved applications, regardless of the Charge Effective Date (i.e., the date on which the FAA expects the airport to begin collecting PFCs) of the application. The County is currently collecting PFCs at the rate of $4.50 per passenger for each eligible flight segment flown (eligible flight segments are limited to the first two airports where PFCs are imposed for one-way tickets and the first two enplaning airports (outbound) and least two enplaning airports (inbound) on round-trip tickets) The County is currently authorized to impose and use up to $37,292,945 in PFCs through the Estimated Expiration Date of December 1, 2019. (For purposes of the preceding sentence, "Estimated Expiration Date" means the date on which the County is expected to have collected enough PFCs to pay for the projects for which it has filed PFC applications.) As of March 31, 2007, the County had collected PFCs in the amount of approximately $8,620,073. The County is now in the process of preparing a new PFC amendment to be filed with the FAA. If this amendment is approved, the number of PFCeligible projects will be increased. The PFCs are pledged to secure the Series 2003 Bonds, 40 but are not pledged to secure the Series 2007 Bonds. historical PFC Revenues received by the County. Set forth below is a table showing Historical PFC Revenues Fiscal Year 2001 2002 2003 2004 2005 2006 Amount $855,355.91 741,396.98 1,382,128.131 1,516,234.14 1,505,621.92 1,383,853.92 ____ 1 The PFC rate increased from $3.50 to $4.50 in 2002. No assurance can be given that PFCs will actually be received in the amount or at the time contemplated by the County. The amount of actual PFC Revenues collected, and the rate of collection, will vary depending on the actual levels of qualified passenger enplanements at the Airport. In addition, the FAA may terminate the County's ability to impose PFCs, subject to informal or formal procedural safeguards, if (1) the County fails to use its PFC Revenues for approved projects in accordance with the FAA's approval, the PFC Act or the PFC Regulations, or (2) the County otherwise violates the PFC Act or the PFC Regulations. The County's ability to impose a PFC may also be terminated if the Airport violates certain provisions of the Airport Noise and Capacity Act of 1990 and its implementing regulations. Furthermore, no assurance can be given that the County's power to impose a PFC will not be terminated by Congress or the FAA, or that the PFC program may not be modified or restricted by Congress or the FAA so as to reduce PFC Revenues available to the County. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) 41 HISTORICAL OPERATING RESULTS The following tables of Historical Operating Results of the Airport are derived from the audited financial statements of the County for the fiscal years ended 2002 through 2006, inclusive. 2002 2003 2004 2005 2006 OPERATING REVENUES Charges for Services Miscellaneous TOTAL OPERATING REVENUES $3,672,709 2,030 3,674,739 $4,418,831 68,209 4,487,040 $4,580,630 361 4,580,991 $5,911,154 1,379 5,912,533 $7,064,506 989 7,065,495 OPERATING EXPENSES Personal Services Contractual Services Supplies Utilities Other Operating Expenses Depreciation TOTAL OPERATING EXPENSES 737,107 590,560 86,493 168,363 571,175 879,779 3,033,477 800,958 425,932 107,658 222,793 741,029 978,105 3,276,475 858,679 664,098 112,502 225,568 835,311 962,361 3,658,519 993,067 1,200,625 213,946 471,165 889,846 1,456,769 5,225,418 1,018,160 1,260,219 208,178 544,288 1,180,361 2,001,370 6,222,576 641,262 1,210,565 922,472 687,115 842,919 80,631 247,356 751,956 (80,086) (72,586) 17,249 149,080 2,082,164 (51,180) (38,115) (56,495) 135,544 1,683,532 (113,841) (95,369) 645,596 104,475 2,232,334 (494,499) (52,869) 622,581 397,055 2,839,691 (567,195) (46,180) (5,265) (1,335) (2,709) (2,859,301) 4,311 922,006 2,157,863 1,550,662 (424,264) 3,250,263 1,563,268 3,368,428 2,473,133 262,851 4,093,182 (518,792) (576,266) (567,700) (942,983) (950,569) 1,044,476 2,792,162 1,905,433 (680,132) 3,142,613 OPERATING INCOME (LOSS) NON-OPERATING REVENUES (EXPENSES) Intergovernmental Revenues Investment Income Other Non-Operating Income Interest Expense Other Debt Service Costs Gain/Loss on Disposal of Fixed Assets TOTAL NON-OPERATING REVENUES (EXPENSES) INCOME (LOSS) BEFORE OPERATING TRANSFERS Operating Transfers In Operating Transfers Out NET INCOME (LOSS) _________________ Source: Okaloosa County, Florida audited financial statements. 42 Management Discussion of Financial Results Okaloosa Regional Airport derives its revenues from landing fees and rentals charged to the airlines servicing the Airport and from a variety of non-airline sources. In addition, a $4.50 passenger Facility Charge (PFC) is collected by Airlines on behalf of the Airport and remitted on a monthly basis. PFCs are being used to fund the Airport's current debt service on its Series 2003 Bonds. The Airport also began to collect a $2.50 per car rental day CFC in December 2005 to provide initial funding for the 2007 Project and debt service on the Series 2007 Bonds associated therewith. Airline Revenue: Landing fees, terminal space rental, security fees, baggage handling and jet bridge fees charged to the Airlines comprised 30 percent of the Airport's operating revenues in Fiscal Year 2006. Landing fees decreased by 30 percent due to Delta's strategy of reducing service while in bankruptcy. Space rental fees increased 94 percent due to rate increases and additional space rental. The overall result was a 52% increase in Airline revenue over Fiscal Year 2005. Non-Airline Revenues: These revenues are derived primarily from commissions and space rental from rental car companies and public parking. Historical non-airline revenue from Fiscal Year 2002 to Fiscal Year 2006 increased as a compounded annual growth rate of 15.4 percent. This annual increase can be attributed to growth in rental car revenues and parking revenues at the Airport, strong growth in revenues at the County's two general aviation airports, and growth in other revenue items. Non-airline revenues for Fiscal Year 2005 and Fiscal Year 2006 include the proceeds of land sales at Bob Sikes Airport. Per the terms of the Indenture, land sale proceeds are excluded from Revenues in the determination of Airline rates and charges. Operating Expenses: Historical operation and maintenance expenses from Fiscal Year 2002 to Fiscal Year 2006 increased at a compounded annual growth rate of 18.2 percent, higher than inflationary impacts. The County attributes the increases to increased personnel costs in its administrative function and increased contracted services expenses, each related primarily to the new terminal building. Insurance, utilities and cost of fuel were contributors to the increase in expenses. THE 2007 PROJECT In continuation of the development and expansion of the Airport, the County desires to implement the 2007 Project which includes, among other components, the relocation of all rental car service functions on the Airport to a 22.6 acre site located east of the Terminal Building. The site was recently added to the Airport leasehold following negotiations with the Air Force and the County has received the necessary approvals from the Air Force to complete 2007 Project. Key components of the 2007 Project include site development and access improvements, the relocation of the Airport fuel farm, and the construction of relocated rental car service facilities. Site development projects include clearing and grubbing, excavation, and drainage improvements necessary to prepare the project site for development. Utilities, including an electrical duct bank, will be extended to the site to accommodate the lighting and utility service needs of the relocated fuel farm and relocated rental car service facilities. Access improvements included in the 2007 Project will provide vehicular access to the site from State Road 85 to 43 accommodate deliveries as well as provide a connection from the site to the existing terminal loop road for Ready/Return operations. The addition of turn lanes to State Road 85 is also included in the 2007 Project. The Airport’s existing fuel farm will be relocated as part of the 2007 Project. Upon its completion, the new fuel farm facility will utilize a shared fuel tank configuration in a walled containment area. The fuel facility will be operated by the Airport and will support the storage of both aviation and automotive fuels. Above ground tanks will provide storage capacity totaling 80,000 gallons for aviation fuel and 50,000 gallons for automotive fuel. Aviation fuel will be dispensed to trucks that will service aircraft on the apron that is remote from the farm. Automotive fuel will be transported through pipelines from the fuel farm the rental car service area. On-grade rental car facilities to be constructed as part of the 2007 Project include roadways, a consolidated rental car fueling facility, a five-bay consolidated wash building, and five rental car service facility buildings and associated vehicle storage parking areas. Each rental car service facility building will include office/storage areas, a breakroom, and a vehicle maintenance area to facilitate light automotive maintenance. The total estimated cost of the 2007 Project is approximately $13.2 million. The aviation component of the fuel farm relocation is not included the cost of the 2007 Project. A portion of project costs associated with access improvements and site development are anticipated to be funded with federal and state grants. Remaining project costs are anticipated to be funded by accumulated CFC collections and the proceeds of the Series 2007 Bonds. (REMAINDER OF PAGE INTENTIONALLY BLANK) 44 Set forth below is a table of sources and uses with respect to the 2007 Project: Project Costs East Side Access, Site Development and Utilities $4,196,280 Rental Car Facilities $7,897,488 Rental Car Fuel Farm Improvements1 $1,124,628 Total Project Costs $13,218,395 From Federal/State Grants MAP FDOT SIS Funds $1,589,118 562,500 295,181 From Accumulated CFC Revenues $3,396,117 Series 2007 Bond Proceeds $7,375,479 Total Project Cost 1 $13,218,395 Does not include tank removals which is the responsibility of each operator. REPORT OF THE AIRPORT CONSULTANT In connection with the issuance of the Series 2007 Bonds, the County retained Ricondo & Associates, Inc., Cincinnati, Ohio (the "Airport Consultant") to prepare the Report of the Airport Consultant, attached hereto as Appendix B, which includes a description of the 2007 Project, the economic basis for air traffic at the Airport, air traffic demand, the rental car industry and rental car demand, existing airport facilities, other capital projects, and financial analysis related to the overall feasibility of the 2007 Project. The Report of the Airport Consultant also presents airline traffic and financial forecasts for Fiscal Years 2007 through 2016 and sets forth certain assumptions upon which the forecasts are based. These assumptions were provided by, or reviewed and adopted by the County at the time the Report was issued. The Report of the Airport Consultant has been included in this Official Statement in reliance upon the reputation of the Airport Consultant as an expert in preparing forecasts and projections with respect to airports. Based upon the assumptions and analysis described in the Report of the Airport Consultant, the Airport Consultant is of the opinion that: ● The economic base of the Air Trade Area is stable and diversified, and is capable of supporting increased demand for air travel at the Airport during the projection period. 45 ● The 2007 Project is feasible in terms of providing facilities at the Airport at a cost that will produce reasonable levels of rates and charges to the users of the Airport facilities. ● Cost per enplanement for the passenger airlines that are signatory to the AirlineAirport Use and Lease Agreement (“Airline Agreement”) (“Signatory Airlines”) is estimated to increase from approximately $5.56 budgeted in Fiscal Year 2007 to $7.33 in Fiscal Year 2016, a compounded annual increase of 3.1%. The Signatory Airlines’ landing fee rate as adjusted is projected to increase from approximately $1.07 per thousand pounds budgeted in Fiscal Year 2007, to $1.51 per thousand pounds in Fiscal Year 2016. ● Projected airline rates and charges together with other Airport revenues are sufficient to ensure that all Operation and Maintenance (O&M) expenses, debt service, and fund deposit requirements can be generated through reasonable user fees. Debt service coverage is projected to range from 2.53x to 3.71x, meeting the rate covenant requirement of the Indenture in each year of the projection period. The following table sets forth projected debt service coverage of the Series 2003 Bonds and Series 2007 Bonds for the Fiscal Years ending September 30, 2007 through 2016. (REMAINDER OF PAGE INTENTIONALY BLANK) 46 2008 2009 Actual $7,744,450 $8,123,521 $9,160,857 $10,255,979 $10,640,195 (5,942,634) (6,156,649) (6,432,501) (6,971,680) Net Revenues 1,801,816 1,966,872 2,728,356 PFC Revenue for Debt Service and Coverage3 994,838 997,541 Available for Debt Service 2003 Debt Service 2007 Debt Service 2,796,653 795,870 0 Debt Service Coverage 3.51 2007 Debt Service Coverage Total Revenues1,2 Less: O&M Expenses 2010 2011 2012 47 2013 2014 2015 $11,083,745 $11,521,942 $11,989,671 $12,477,490 $12,978,064 (7,290,101) (7,608,042) (7,941,494) (8,291,268) (8,658,218) (9,043,245) 3,284,299 3,350,094 3,475,703 3,580,448 3,698,403 3,819,273 3,934,819 $999,266 999,016 997,438 994,469 996,742 997,680 1,001,023 996,742 2,964,413 798,033 0 3,727,622 799,413 544,988 4,283,315 799,213 891,775 4,347,532 797,950 887,675 4,470,172 795,575 892,975 4,577,191 797,394 887,075 4,696,082 798,144 890,575 4,820,296 800,819 892,875 4,931,561 797,394 888,188 3.71 2.75 2.53 2.58 2.65 2.72 2.78 2.85 2.93 Source: Ricondo & Associates, Inc. 1 Total Revenues include pledged CFC revenues equal to 125% of Series 2007 Bond debt service 2 CFC Revenues are not pledged to secure the Series 2003 Bonds 3 PFC Revenues are not pledged to secure the Series 2007 Bonds (REMAINDER OF PAGE INTENTIONALLY BLANK) 2016 The Report of the Airport Consultant should be read in its entirety for an understanding of the forecasts and the underlying estimates and assumptions. The references herein to the Report of the Airport Consultant as independent airport consultants, have been approved by said firm. INVESTMENT CONSIDERATIONS General The following discussion describes certain risks affecting the payment of and security for all Bonds outstanding under the Indenture, including the Series 2007 Bonds. The following discussion is not meant to be an exhaustive list of the risks associated with the purchase of the Series 2007 Bonds and does not necessarily reflect the relative importance of the various risks. Potential investors are advised to consider the following along with all other information described elsewhere or incorporated by reference in this Official Statement in evaluating their purchase of the Series 2007 Bonds. General Factors Affecting Airline Activity at the Airport There are numerous factors which affect air traffic generally and air traffic at the Airport specifically. Demand for air travel is influenced by factors such as population, levels of disposable income, the nature, level and concentration of industrial and commercial activity in the service area, and the price of air travel. The price of air travel is, in turn, affected by the number of airlines serving a particular airport and a particular destination, the financial condition, cost structure and hubbing strategies of the airlines serving an airport, the willingness of competing airlines to enter into an airport market, the cost of operating at an airport, the price of fuel, and any operating constraints (due to capacity, environmental concerns or other related factors) limiting the frequency or timing of airport traffic within the national system or at a particular airport. In addition, the global hostilities and the threat of renewed terrorist attacks may dampen air traffic. Airport Security. Concerns about the safety of airline travel and the effectiveness of security precautions, particularly in the context of international hostilities and terrorist attacks, influence passenger travel behavior and air travel demand. These concerns have intensified in the aftermath of the September 11 events and more recent threatened activity with respect to certain flights to the United States from the United Kingdom in August 2006. Travel behavior may be affected by anxieties about the safety of flying and by the inconveniences and delays associated with more stringent security screening procedures, both of which may give rise to the avoidance of air travel generally and the switching from air to surface travel modes. Historically, air travel demand has recovered after temporary declines stemming from terrorist attacks, hijackings, aircraft crashes and international hostilities and, provided that the intensified security precautions now being implemented in the United States and elsewhere are 48 effective in restoring confidence in the safety of commercial aviation while not imposing unacceptable inconveniences for air travelers, of which there can be no assurance, it can be expected that future demand for airline travel at the Airport will depend primarily on economic rather than security factors. The Aviation and Transportation Security Act (the “Aviation Security Act”) requires that all United States airports use TSA-approved explosive detection systems (“EDS”) to screen all checked baggage. EDS equipment purchased by the federal government has been installed at the Airport. The Aviation Security Act also requires that eventually all passenger bags, mail and cargo be screened to prevent the carriage of weapons (including chemical and biological weapons), explosives or incendiary devices; however, as of the date hereof, no regulations regarding these enhanced security measures have been proposed. The Airport continues to follow and implement security initiatives based on the policy and guidelines established by the TSA and is currently in compliance with all federally mandated security requirements. However, TSA has broad discretion to modify security requirements from time to time. The Airport’s operating costs increase when “Code Orange” (high) or “Code Red” (severe) national threat levels are declared by the Department of Homeland Security and heightened procedures are implemented consistent with those declarations. Since the institution of the alert system, the national threat level has never been raised to Code Red, but it has been raised to Code Orange a number of times. Historically, each time the Department of Homeland Security raises the threat level to Code Orange, the Airport’s operating costs increased. The Airport expects that, pursuant to federal regulations, airports in the United States will be required to implement the Transportation Workers Identification Credential (“TWIC”) program in the future. It is likely that the TSA will require airports to bear the cost of the daily operation of the program, including the purchase, maintenance and operation of card readers and ongoing verifications of credentials for airport workers. The TWIC program may impose increased short and long term security costs for the Airport. In addition, the TSA announced on May 17, 2006 new requirements designed to protect the more than 50,000 tons of cargo that is transported aboard passenger and all-cargo aircraft each day. The security requirements mark the first substantial changes to air cargo regulations since 1999, and represent a joint government-industry vision of an enhanced security baseline. Compliance with the new security measures could increase the Authority’s security costs. To the extent that the Airport incurs substantial security costs in the future, such costs could adversely affect the Airport’s financial condition. Although the Airport has received various capital grants and reimbursements for a portion of security operating costs from the federal government since 2002, there can be no assurance that the Airport will continue to receive such federal assistance or that such assistance will be sufficient to mitigate the impact of such costs. In addition, if the airlines are required to pay substantial security costs, it would place an additional financial burden on many already financially troubled airlines which, in turn, could have a negative impact on the operations of the Airport and the Airport’s revenues. The Airport cannot predict the likelihood or impact of any future government-required security measures. 49 The Homeland Security Act created the Department of Homeland Security (“DHS”) to accomplish several primary goals, identified by the statute as: preventing terrorist attacks within the United States; reducing the nation’s vulnerability to terrorism; minimizing the damage of, and assisting in the recovery from, terrorist attacks that do occur; and monitoring connections between illegal drug trafficking and terrorism and coordinating efforts to sever such connections. The TSA is now a part of the DHS. The Homeland Security Act extended the federal government’s guarantee of war-risk insurance to airlines through August 31, 2007. According to the Air Transport Association, efforts are underway to extend the guaranty beyond August 31, 2007. The Homeland Security Act caps the total premium paid by any airline for war-risk insurance at no more than twice the premium the airline was paying the U.S. Department of Transportation for its third-party policy as of June 19, 2002. The Homeland Security Act also requires that carriers include methods of self-defense within their security training programs for flight attendants. The Act also requires DHS to establish a program for arming pilots, though participation in the program remains voluntary. Cost of Aviation Fuel. According to the Air Transport Association, fuel is the second largest cost component of airline operations after labor and continues to be an important and uncertain determinate of an air carrier’s operating economics. There has been no shortage of aviation fuel since the “fuel crisis” of 1974, but any increase in fuel prices causes an increase in airline operating costs. With higher crude prices driving up the cost of refined products, the price paid by the U.S. airlines for jet fuel averaged $1.96 per gallon in 2006, an 18 percent increase from the 2005 average price. At these levels, airlines are not able to fully realize the expected financial boost from their aggressive conservation measures. According to the Air Transport Association, a one-dollar increase in the price of oil per barrel equates to approximately $425 million in annual additional expense for U.S. airlines. Low-cost Carriers and Low-fare Divisions of Legacy Carriers. In recent years, low-cost carriers have accounted for an increasing share of the domestic U.S. passenger market at the expense of the legacy carriers. Nationally, low-cost carrier service accounted for approximately 10% of passenger traffic in the early 1990s and increased to approximately 25% by early 2004. Increased competition from low-cost carriers has placed additional pressure on the legacy carrier to institute further cost-cutting measures, reduce their fares to remain competitive and introduce their own low-fare divisions. Travel Substitutes. Teleconference, video-conference and web-based meetings have improved in quality and price and are often considered satisfactory alternatives to face-to-face business meetings. In addition, leisure and business travelers may choose alternative modes of transportation, such as cars. The September 11 events have accelerated this trend. Although the impact cannot be accurately quantified, it is possible that business travel to and from Okaloosa County may be negatively affected by this trend. Structural Changes in the Travel Market. Many factors have combined to alter consumer travel patterns. The threat of terrorism against the United States remains high. As a result, the federal government has mandated various security measures that have resulted in new 50 security taxes and fees and longer passenger processing and wait times at airports. Both add to the costs of air travel and make air travel less attractive to consumers relative to ground transportation, especially to short-haul destinations. The Air Transport Association observes a disproportionate decline in short-haul air travel and a consistent rise in automobile travel. More people are choosing to drive where in the past they would have flown. In addition, consumers have become more price-sensitive. Efforts of airlines to stimulate traffic by discounting fares heavily have changed consumer expectations regarding airfares. Consumers have now come to expect low fares. In addition, the availability of fully transparent price information on the Internet now allows quick and easy comparison shopping, and this has changed consumer purchasing habits. Consumers have shifted from purchasing paper tickets from travel agencies or airline ticketing offices to purchasing electronic tickets over the Internet. This has made pricing and marketing even more competitive in the U.S. airline industry. Finally, smaller corporate travel budgets, combined with the higher time costs of travel, have made business customers more amenable to communications substitutes such as tele- and video-conferencing. Capacity of National Air Traffic Control and Airport Systems. Demands on the national air traffic control system continue to cause aircraft delays and restrictions, both on the number of aircraft movements in certain air traffic routes and on the number of landings and takeoffs at certain airports. These restrictions affect airline schedules and passenger traffic nationwide. The FAA is gradually automating and enhancing the computer, radar, and communications equipment of the air traffic control system and assisting in the development of additional airfield capacity through the construction of new runways and the more effective use of existing runways. However, increasing demands on the national air traffic control and airport systems could cause increased delays and restrictions in the future. General Factors Affecting Airport and Airline Revenues The revenues of both the Airport and the airlines may be materially affected by many factors including, without limitation: declining demand, service and cost competition, airline mergers, the availability and cost of fuel and other necessary supplies, high fixed costs, high capital requirements, the cost and availability of financing, technological changes, national and international disasters and hostilities, the cost and availability of employees, strikes and other employee disruptions, the maintenance and replacement requirements of aircraft, the availability of routes and slots at various airports, litigation liability, regulation by the federal government, environmental risks and regulations, noise abatement concerns and regulation, deregulation, federal and state bankruptcy and insolvency laws and other risks. Many airlines, as a result of these and other factors, have operated at a loss in the past and several have filed for bankruptcy, ceased operations and/or have merged with other airlines. Operating Results and Financial Condition of Airlines While the Airport generates revenues from multiple sources, it derives a substantial portion of its operating revenues from landing and facility rental fees paid by the airlines. Revenues from landing and facility rental fees paid by airlines constitute 30% of the Airport’s revenues in 2006. The financial strength and stability of the airlines using the Airport, together with numerous other factors, influence the level of aviation activity at the Airport. 51 Since 2001, the global airline industry has undergone substantial structural changes and sustained significant financial losses. Due to the discretionary nature of business and personal travel spending, airline passenger traffic and revenues are heavily influenced by the strength of the U.S. economy, other regional economies, security concerns and other factors. Permanent structural changes to the airline industry are the result of a number of factors including the impact of low cost carriers, internet travel websites and carriers reorganizing under the U.S. Bankruptcy Code. Since 2001, numerous U.S. air carriers have sought to reorganize under Chapter 11 of the Bankruptcy Code (“Chapter 11”), including United, Delta, Northwest, and US Airways (which has sought reorganization twice). It is possible that other airlines may seek to reorganize in or out of Chapter 11. See Effect of Airline Bankruptcy, below. Prior to the events of September 11, 2001, the domestic airline industry was predicting total losses of approximately $2.5 billion in 2001. As a result of the events of September 11, 2001, and the weakening economy, U.S. airlines, as represented by the Air Transport Association (“ATA”) members, lost $8.3 billion in 2001, $11.3 billion in 2002, $3.6 billion in 2003, $9 billion in 2004 and $5.6 billion in 2005, with an estimated $2 billion loss for 2006. The longterm credit ratings of many domestic airlines were downgraded, and all domestic airlines were placed on credit review lists maintained by national credit rating agencies. According to the ATA, the initial industry economic outlook for 2007 is the most promising in several years. However airline debt levels remain high, leaving airlines vulnerable to fuel price spikes, recession or other exogenous events (e.g., terrorism, natural disasters, and pandemics). It is uncertain whether the industry will sustain such a financial outlook over the long-term given the risk factors outlined above and high fuel prices. Airlines have accelerated the structural changes that had been underway prior to September 11 events. Growing competition from low-cost, low-fare carriers forced network carriers to implement route rationalization including route transfers to regional partners and the reduction, or elimination, of service to unprofitable markets. Airlines reduced schedules, simplified fleets, deferred new aircraft delivery, implemented pay cuts and reduced workforces. In addition, many legacy airlines have shown increasing flexibility in adjusting fares to match discount fares offered by low-cost carriers. Airlines have also introduced innovations in passenger service and convenience – notably the expanded use of the Internet and self-service kiosks, which have greatly reduced waiting lines for boarding passes. The County cannot predict the likelihood of future air transportation disruptions or the impact of these events on any of the airlines using the Airport. For further information regarding the financial condition and effect on operations of the airlines, including further information regarding the airlines’ reported load and capacity factors since September 11, 2001, reference is made to the statements and reports filed periodically by the airlines with the SEC. See Airlines Subject to Airline Lease Agreement, below. 52 Effect of Airline Bankruptcy In the event of bankruptcy proceedings involving one or more of the airlines operating at the Airport, the debtor or its bankruptcy trustee must determine within a time period determined by the court whether to assume or reject the applicable Airline Lease Agreement or other lease agreements or operating agreements. In the event of assumption, the debtor would be required to cure any prior defaults and to provide adequate assurance of future performances under the relevant agreements. Rejection of a lease or an executory contract by any of such airlines would give rise to an unsecured claim of the County for damages, the amount of which in the case of a lease is limited by the Bankruptcy Code. See below for further detail about Delta Airlines and Northwest Airlines and their commuter affiliates. General Financial Condition of Certain Airlines Serving the Airport Since September 11, 2001, substantially all airlines have been downgraded by the rating agencies, several have declared Chapter 11 bankruptcy, including Delta Airlines, Northwest Airlines, US Airways and United, and many airlines have implemented service reductions and employee layoffs in response to a reduction in passenger demand. Delta. For the Fiscal Year ended September 30, 2006, Delta and its commuter affiliates represented approximately 50.0% of the market share of enplaned passengers at the Airport. On September 14, 2005, Delta and its subsidiaries filed petitions for relief under Chapter 11 of the United States Bankruptcy Code. Atlanta Southeast, Delta's affiliate, paid the $120,000 owing the Airport at the time of the bankruptcy filing. Delta emerged from Chapter 11 on April 30, 2007. During its bankruptcy, Delta continued paying amounts owed as an affiliate under the County's Airline Agreement with Atlantic Southeast. Northwest. For the Fiscal Year ended September 30, 2006, Northwest and its commuter affiliates represented approximately 21.3% of the market share of enplaned passengers at the Airport. On September 14, 2005, Northwest and its subsidiaries filed petitions for relief under Chapter 11 of the United States Bankruptcy Code. At the time of the filing of the Northwest bankruptcy petitions, Northwest officials stated that the airline expected to continue normal business operations. Northwest has no plans to reject its Airline Agreement with the County and has continued paying its obligations thereunder. The County has pending prepetition claims in the amount of $76,855 in connection with the Northwest bankruptcy. There is no payment plan established at this time. Northwest emerged from Chapter 11 on May 31, 2007. Because of the constant flow of financial information regarding domestic airlines, potential investors are urged to review the financial information filed by all airlines serving the Airport. See Airlines Subject to Airline Lease Agreement below. Information herein under General Financial Conditions of Certain Airlines Serving the Airport has been included based upon publicly available information. Neither the Underwriters nor the County make any representation as to the current accuracy or completeness of such information. 53 Each of the Airlines subject to the Airline Agreement (or their respective parent corporations) is subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the Securities and Exchange Commission (the “Commission”). Certain other airlines are subject to the information reporting requirements of the Commission. Certain information, including financial information, as of particular dates concerning each of these reporting airlines (or their respective parent corporations) is disclosed in reports and statements filed with the Commission. Such reports and statements can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission’s regional offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 233 Broadway, New York, New York 10279. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 (at the above address at the prescribed rates). The Commission also maintains a website that contains reports, proxy and information statements and other written information regarding companies that file electronically with the Commission. The address of the website is http://www.sec.gov. In addition, each of the Airlines subject to the Airline Lease Agreement is required to file periodic reports of financial and operating statistics with the United States Department of Transportation (the “DOT”). Such reports can be inspected at the following location: Office of Aviation Information Management, Data Requirements and Public Reports Division, Research and Special Programs Administration, Department of Transportation, 400 Seventh Street, S. W. Washington, D.C. 20590, and copies of such reports can be obtained from the DOT at prescribed rates. Federal Regulation Regarding Rates and Charges Disputes In August 1994, the President of the United States signed into law the FAA Authorization Act of 1994 (the “1994 Act”), which continues the pre-existing federal requirement that airline rates and charges set by airports be “reasonable” and mandates an expedited administrative process by which the Secretary of Transportation (the “Secretary”) shall review rates and charges complaints, 49 U.S.C. § 47129. Under 49 U.S.C. § 47129 an affected air carrier may file a written complaint requesting a determination of the Secretary as to reasonableness within 60 days after such carrier receives written notice of the establishment or increase of such fee. During the pendency of the review, the airlines must pay the disputed portion of the fee to the airport under protest, subject to refund to the extent such fees are found to be unreasonable by the Secretary. The airport must obtain a letter of credit, surety bond or other suitable credit facility equal to the amount in dispute unless the airport and the complaining carriers agree otherwise. In January 1995, pursuant to the 1994 Act, the DOT issued a rule which was amended effective December 16, 1996 (the “Final Rule”) outlining the rules of practice for filing complaints and adjudicating complaint matters involving federally assisted airports. This Final Rule is broader in application and covers matters other than just rates and charges complaints. The initial rule was accompanied by a policy statement setting forth the standards DOT would apply to resolving airport fee disputes under 49 U.S.C. § 47129. The initial policy statement was supplemented in September of 1995 and replaced on June 14, 1996 by the “Policy Regarding Airport Rates and Charges.” In an August 1, 1997 decision, the U.S. Court of Appeals for the District of Columbia Circuit ruled that the proposed policy regarding determining the “reasonableness” of fees was “arbitrary and capricious” Until DOT promulgates a new policy 54 regarding rates and charges, the guiding principle for determining whether rates and charges established for use of airport assets is the requirement of federal law that such charges be “reasonable”. Capacity of National Air Traffic Control and Airport Systems Demands on the national air traffic control system continue to cause aircraft delays and restrictions, both on the number of aircraft movements in certain air traffic routes and on the number of landings and takeoffs at certain airports. These restrictions affect airline schedules and passenger traffic nationwide. The FAA is gradually automating and enhancing the computer, radar, and communications equipment of the air traffic control system and assisting in the development of additional airfield capacity through the construction of new runways and the more effective use of existing runways. However, increasing demands on the national air traffic control and airport systems could cause increased delays and restrictions in the future. Uncertainties of Projections and Assumptions The Report of the Airport Consultant included as Appendix B to this Official Statement contains certain assumptions and projections. Demonstration of projected compliance with certain of the covenants contained in the Indenture is based upon assumptions and projections which are inherently subject to significant uncertainties. Actual results are likely to differ, perhaps materially, from those projected. Accordingly, the projections contained in the Report or that may be contained in any future certificate of the County or a consultant are not necessarily indicative of future performance, and neither the Airport Consultant nor the County assumes any responsibility for the failure to meet such projections. In addition, certain assumptions with respect to future business and financing decisions of the County are subject to change. No representation is made or intended, nor should any representation be inferred, with respect to the likely existence of any particular future set of facts or circumstances, and prospective purchasers of the Series 2007 Bonds are cautioned not to place undue reliance upon the Report or upon any projections or requirements for projections. If actual results are less favorable than the results projected or if the assumptions used in preparing such projections prove to be incorrect, the amount of Net Revenues or Pledged CFC Revenues may be materially less than expected and consequently, the ability of the County to make timely payments of the principal of and interest on the Series 2007 Bonds may be materially adversely affected. Availability of CFCs The plan of finance for the 2007 Project as described in the Report assumes certain amounts of CFCs will be available to pay a portion of the costs of the 2007 Project and debt service on the Series 2007 Bonds. No assurance can be given that these sources of funding will actually be available in the amounts or on the schedule assumed. Construction of New Panama City Airport As described herein, the Panama City-Bay County Airport and Industrial District is constructing a new Panama City-Bay County Airport on the northwestern side of Panama City, 55 closer to Okaloosa County than the existing airport. Although the Panama City Airport is smaller than the Airport and serves a more tourism-related market, such that the County does not foresee substantial impact on operations at the Airport, no assurance can be given that the opening of such new airport will have no adverse impact upon the operations of the Airport. LITIGATION General. The Board of County Commissioners, the Clerk, the Sheriff, the County Property Appraiser and the County Tax Collector are defendants from time to time in various lawsuits. The County Attorney represents the Board. The County Property Appraiser, the Clerk, the Sheriff, and the County Tax Collector each have separate counsel. It is the opinion of the County Attorney with respect to litigation pending against the Board that the Board either (1) has meritorious defenses against claims asserted in such litigation, (2) is immune from liability under principles of sovereign immunity, or (3) has adequate insurance coverage or reserves against liability with respect to such claims. There can be no assurance, however, that the Clerk and the Board will not incur liability for which adequate reserves do not exist, as a result of such litigation. In the event of such liability, the Board could be required, among other responses, to expend reserves, reduce the level of services, or borrow money in order to satisfy such liability. It is not expected that any such liability would affect the obligation of the Board to apply the Trust Estate in accordance with the provisions of the Indenture. The Series 2007 Bonds. There is no pending or, to the knowledge of the County, threatened litigation against the County which in any way questions or affects (1) the 2007 Project, (2) the validity of the Series 2007 Bonds, or any proceedings or transactions relating to their sale, issuance or delivery, (3) the pledge of the Trust Estate to secure payment of the Series 2007 Bonds, or (4) the operation of the Airports or the provisions for collection and application of the Net Revenues and Pledged CFC Revenues in accordance with the provisions of the Indenture. APPROVAL OF LEGALITY Certain legal matters incident to the issuance of the Series 2007 Bonds and with regard to the treatment of the interest on the Series 2007 Bonds for Florida and federal tax purposes (see “TAX MATTERS”) are subject to the legal opinion of Livermore, Freeman & McWilliams, P.A., Bond Counsel. Bond Counsel's legal opinion, dated and premised on law in effect as of the date of original delivery of the Bonds, will be delivered to the Underwriters at the time of original delivery of the Bonds. The proposed text of the legal opinion is set forth as Appendix D hereto. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and law on the date of delivery. The opinion will speak only as of its date and subsequent distribution of such legal opinion by recirculation of the Official Statement or otherwise shall create no implication that Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. 56 Certain legal matters incident to the issuance of the Series 2007 Bonds will be passed upon for the County by John R. Dowd, County Attorney, and Nabors, Giblin & Nickerson, P.A., Tampa, Florida, Disclosure Counsel. TAX MATTERS General In the opinion of Livermore, Freeman & McWilliams, P.A., Bond Counsel, interest on the Series 2007 Bonds is not excluded from gross income for federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Series 2007 Bonds. The following is a summary of certain anticipated federal income tax consequences of the purchase, ownership and disposition of the Series 2007 Bonds under the Internal Revenue Code of 1986, as amended (the "Code"), the regulations promulgated thereunder (final and proposed) (the "Regulations"), and the judicial and administrative rulings and court decisions now in effect, all of which are subject to change or possible differing interpretations. The summary does not purport to address all aspects of federal income taxation that may affect particular investors in light of their individual circumstances, nor certain types of investors subject to special treatment under the federal income tax laws. Potential purchasers of the Series 2007 Bonds should consult their own tax advisors in determining the federal, state or local tax consequences to them of the purchase, holding and disposition of the Series 2007 Bonds. In general, interest paid on the Series 2007 Bonds, original issue discount, if any, and market discount, if any, will be treated as ordinary income to the owners of the Series 2007 Bonds, and principal payments (excluding the portion of such payments, if any, characterized as original issue discount or accrued market discount) will be treated as a return of capital. Discount Bonds The Series 2007 Bonds are offered at an original issue discount (“OID”) in the amount of the excess of the stated redemption price at maturity (as shown on the cover page of this Official Statement) over the issue price. The issue price is the initial offering price to the public (excluding bond houses and brokers and others acting as an underwriter) at which a substantial amount of the OID Bonds were sold. If the OID is less than 0.25% of the stated redemption price at maturity, multiplied by the number of complete years to maturity (“de minimus OID”), the amount of de minimus OID is included in income as stated principal payments are made, pro rata, and is generally treated as gain recognized on retirement of the OID Bonds. If the OID is greater than the de minimus OID amount, the OID is generally included in the gross income of the holder of the OID Bonds in an amount accrued on a daily basis using the constant yield to maturity method (unless the holder elects to treat all interest as OID). OID accruing in an accrual period is generally calculated as the product of the Bond’s yield to 57 maturity (i.e., the discount rate that, when used to compute the present value of all principal and interest payments to be made on the Bond, produces and amount equal to the issue price) times the adjusted issue price at the beginning of the accrual period less the amount of qualified stated interest allocable to the accrual period, and allocated ratably to each day in the accrual period. An accrual period cannot be longer than one (1) year, and a scheduled payment of either principal or interest must occur on the first or final day of an accrual period. The adjusted issue price is the issue price increased by the amount of OID previously includable in gross income. Generally, the adjusted issue price is also the holder’s basis for determining gain or loss on sale of the OID Bond. Exceptions and Qualifications The federal income tax consequences of the purchase, ownership and redemption, sale or payment at maturity of OID Bonds may be determined according to rules which differ from those described above. Holders of OID Bonds should consult their own tax advisors with respect to the consequences of owning OID Bonds, including the effect of such ownership under applicable state and local laws. The foregoing general discussion of certain federal income tax treatment of original issue discount and original issue premium is subject to numerous exceptions and does not consider the effect of any holder’s individual circumstances. Holders of the Series 2007 Bonds at original issue and upon subsequent purchase or other acquisition and upon sale or other disposition of such Series 2007 Bonds are advised to consult their personal tax advisors for specific treatment of discount and premium applicable to them RATINGS Radian Asset Assurance Inc. ("Radian") has issued a commitment for the delivery of its Financial Guaranty Insurance policy with respect to the Series 2007 Bonds on the date of issuance and delivery thereof. The Series 2007 Bonds are expected to be rated at the time of delivery thereof based upon the issuance of the Radian Financial Guaranty Insurance policy. Financial Guaranty Insurance issued by Radian currently results in bond issues being rated "AA" by Standard & Poor's Ratings Service. No assurance can be given that the rating assigned to the Series 2007 Bonds will not be different from those currently assigned to bond issues insured by Radian. Each such rating should be evaluated independently of any other rating. No application has been made to any other rating agency in order to obtain additional ratings on the Series 2007 Bonds. The ratings reflect the respective rating agency's current assessment of the creditworthiness of Radian and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above described ratings of Radian-insured issues are not recommendations to buy, sell or hold the Series 2007 Bonds, and such ratings may be subject to revision or withdrawals at 58 any time by the rating agencies. Any downward revision or withdrawals of any of the ratings may have an adverse effect on the market price of the Series 2007 Bonds. FINANCIAL ADVISOR The County has retained Fullerton & Friar, Inc., Largo, Florida, as financial advisor to the County and, in that capacity, has provided advice in connection with the planning, structuring and issuance of the Series 2007 Bonds. The financial advisor will not engage in any underwriting activities with regard to the issuance and sale of the Series 2007 Bonds. The financial advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. A portion of the financial advisor’s fee is contingent upon the issuance of the Series 2007 Bonds and is expected to be paid from the proceeds of the Series 2007 Bonds. UNDERWRITING The senior managing underwriter for the Series 2007 Bonds is RBC Dain Rauscher Inc., doing business under the name RBC Capital Markets. The Underwriters shown on the cover page hereof have agreed, subject to the proceedings authorizing the sale of the Series 2007 Bonds, to purchase the Series 2007 Bonds from the County, at a price of $9,431,031.35 ($9,980,000 par amount, less Underwriters’ discount of $65,728.75 and less original issue discount of $483,239.90), for the purpose of resale. The Underwriters have furnished the information on the cover page of this Official Statement pertaining to the public offering price of the Series 2007 Bonds. The public offering price of the Series 2007 Bonds may be changed from time to time by the Underwriters, and the Underwriters may allow a concession from the public offering price to certain dealers. None of the Series 2007 Bonds will be delivered by the County to the Underwriters unless all of the Series 2007 Bonds are so delivered. FINANCIAL STATEMENTS Excerpts from the audited financial statements of the County relating to the Airports System Enterprise Fund for the Fiscal Year ended September 30, 2006 have been included as Appendix A to this Official Statement as a public document. The auditor has not been requested to perform, and has not performed, any service in connection with, and is therefore not associated with, the offering of the Series 2007 Bonds. DISCLOSURE MATTERS Certificate as to Official Statement The County has duly authorized, executed and delivered this Official Statement. At the time of delivery of the Series 2007 Bonds to the Underwriters, the County will provide to the Underwriters a certificate (which may be included in a consolidated closing certificate of the County), signed by those County officials who signed this Official Statement, relating to the accuracy and completeness of this Official Statement and to its being deemed a “final official statement” in the judgment of the County for the purposes of SEC Rule 15c2-12(b)(3). 59 Continuing Disclosure The County has covenanted for the benefit of Bondholders to provide certain financial information and operating data relating to the Airports and the Series 2007 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. Annual financial information and operating data and the audited financial statements will be filed by the County with each Nationally Recognized Municipal Securities Information Repository (the “NRMSIRs”), as well as any state information depository that is subsequently established in the State of Florida (the “SID”). The notices of material events, when and if they occur, shall be timely filed by the County with the NRMSIRs or the Municipal Securities Rulemaking Board, and with the SID. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the undertaking are described in “APPENDIX E – Form of Continuing Disclosure Certificate” attached hereto. The Continuing Disclosure Certificate will be executed by the County prior to the issuance of the Series 2007 Bonds. These covenants have been made in order to assist the underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission. (REMAINDER OF PAGE INTENTIONALLY BLANK) 60 The County has previously entered into a continuing disclosure undertaking with respect to its outstanding Fourth Cent Tourist Development Tax Revenue Bonds, Series 2000, issued on March 9, 2000. The annual financial information and data, including the annual financial statements, for the years 2001 and 2002, required to be filed by April 30 in each of the years, were not timely filed. In May, 2003, the County filed a Notice of Failure to File and also filed all of the required information, data and the annual financial statements as of that date. The County has undertaken measures to ensure future timely compliance with its undertakings, and has timely filed all the required information annually since 2003. OKALOOSA COUNTY, FLORIDA By: /s/ Don R. Amunds Don R. Amunds, Chairman, Board of County Commissioners By: /s/ Don W. Howard Don W. Howard Clerk, Board of County Commissioners By: /s/ Gary J. Stanford Gary J. Stanford, Deputy Clerk and Finance Officer By: /s/ James Curry James Curry County Manager By: /s/Jerry L. Sealy Jerry L. Sealy, A.A.E. Airport Director 61 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX A EXCERPTS FROM FINANCIAL STATEMENTS OF THE COUNTY RELATING TO THE AIRPORTS SYSTEM ENTERPRISE FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2006 [THIS PAGE INTENTIONALLY LEFT BLANK] THE CONSORTIUM OF Certified Public Accountants O’Sullivan Creel L.L.P. Nicholson, Reeder & Reynolds, P.A. Allen, Yagow & Carr Saltmarsh, Cleaveland & Gund, P.A. 36474A Emerald Coast Parkway Suite 1201 Destin, Florida 32540 (850) 837-0398 To the Honorable Chairman and Members of the Board of County Commissioners Okaloosa County, Florida INDEPENDENT AUDITORS’ REPORT We have audited the accompanying financial statements of the governmental activities, the business-type activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of Okaloosa County, Florida, as of and for the fiscal year ended September 30, 2006, which collectively comprise the County’s basic financial statements as listed in the table of contents. These financial statements are the responsibility of Okaloosa County, Florida’s management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, the aggregate discretely presented component unit, each major fund, and the aggregate remaining fund information of Okaloosa County, Florida, as of September 30, 2006, and the respective changes in financial position and where applicable, cash flows, and the respective budgetary comparison for the General Fund, the Fine and Forfeiture Fund and the Natural Disasters Fund thereof for the year then ended in conformity with accounting principals generally accepted in the United States of America. Board of County Commissioners Independent Auditors’ Report 1 Page Two In accordance with Government Auditing Standards, we have also issued our report dated March 20, 2007, on our consideration of Okaloosa County, Florida’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in Assessing the results of our audit.. The management’s discussion and analysis on pages 3 through 15 is not a required part of the basic financial statements but is supplementary information required by accounting principles generally accepted in the United States of America. We have applied certain limited procedures, which consisted principally of inquires of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise Okaloosa County, Florida’s basic financial statements. The introductory section, combining and individual nonmajor fund financial statements, and statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The accompanying schedule of expenditures of federal awards and state financial assistance is presented for purposes of additional analysis as required by U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non-Profit Organizations, and Chapter 10.550, Rules of the Auditor General, Local Governmental Entity Audits, and is also not a required part of the basic financial statements of Okaloosa County, Florida. The accompanying schedule of passenger facility charges is presented for purposes of additional analysis as specified in the Passenger Facility Charge Audit Guide for Public Agencies, issued by the Federal Aviation Administration, and is not a required part of the basic financial statements of Okaloosa County, Florida. The combining and individual nonmajor fund financial statements, the schedule of expenditures of federal awards and state financial assistance and the schedule of expenditures of passenger facility charges have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The introductory section and statistical section have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion on them. O’SULLIVAN CREEL, L.L.P. Certified Public Accountants and Consultants For the Consortium March 20, 2007 2 [THIS PAGE INTENTIONALLY LEFT BLANK] Okaloosa County, Florida BALANCE SHEET PROPRIETARY FUNDS September 30, 2006 Water and Sewer Enterprise Fund ASSETS Current Assets Cash and Cash Equivalents Investments Receivables , Net of Allowance for Uncollectibles Due from Other Funds Due from Other Elected Officials Due from Other Governments Inventory Prepaids Restricted Assets Cash and Cash Equivalents Customer Deposits Other Deposits Investments $ Total Restricted Assets Total Current Assets Noncurrent Assets Capital Assets Land Buildings Improvements Other Than Buildings Machinery and Equipment Construction in Progress Infrastructure Works of Art Less Accumulated Depreciation Total Capital Assets (Net of Accumulated Depreciation) Other Assets Investment in Joint Venture, at Equity Total Other Assets Total Noncurrent Assets Total Assets $ 2,148,441 13,754,938 Business -Type Solid Waste Enterprise Fund Airport Enterprise Fund $ 984,181 6,056,872 $ 252,938 1,284,184 2,303,877 153,650 0 1,447,886 1,190,281 21,184 2,441,324 0 0 4,323,289 2,340 2,681 602,917 0 0 27,982 0 692 1,307,316 1,348,258 4,056,223 23,375 0 1,828,517 30,258 0 0 6,711,797 1,851,892 30,258 27,732,054 15,662,579 2,198,971 3,188,505 5,959,862 0 7,723,739 13,032,017 151,492,504 0 (62,165,051) 5,546,382 39,997,435 0 1,786,321 1,635,940 35,913,403 61,198 (9,913,914) 133,301 106,268 276,776 3,025,242 0 0 0 (2,864,242) 119,231,576 75,026,765 677,345 191,340 0 0 191,340 0 0 119,422,916 75,026,765 677,345 147,154,970 $ 90,689,344 $ 2,876,316 Exhibit VIII Activities Conference Center Enterprise Fund $ $ Other Enterprise Funds 3,160,409 5,475,839 $ Governmental Activities -Internal Service Funds Total Enterprise Funds 507,756 1,151,553 $ 7,053,725 27,723,386 $ 2,056,864 682,328 45,623 254,721 0 0 0 975 2,612,923 0 0 4,375 0 3,455 8,006,664 408,371 0 5,803,532 1,192,621 28,987 110,266 277,255 390 250,408 266,498 30,542 0 0 992,875 0 16,200 0 1,360,949 1,364,458 6,877,615 0 0 0 992,875 16,200 9,603,022 0 9,930,442 4,296,262 59,820,308 3,674,551 0 17,886,334 9,915 860,871 3,450 363,670 0 (2,049,735) 0 148,857 0 3,669,906 0 0 0 (2,443,056) 8,868,188 64,098,756 286,691 17,066,079 14,671,407 187,769,577 61,198 (79,435,998) 316,860 702,563 257,345 3,429,297 79,917 0 0 (4,007,157) 17,074,505 1,375,707 213,385,898 778,825 0 0 191,340 0 0 0 191,340 0 17,074,505 1,375,707 213,577,238 778,825 27,004,947 $ 5,671,969 $ 273,397,546 $ 4,453,376 Continued... 27 Okaloosa County, Florida BALANCE SHEET PROPRIETARY FUNDS September 30, 2006 Water and Sewer Enterprise Fund LIABILITIES AND EQUITY Liabilities Current Liabilities Accounts Payable Contracts Payable Accrued Liabilities Compensated Absences Closure Costs Payable Claims and Judgments Other Accrued Liabilities Due to Other Funds Due to Other Governments Revenue Bonds Payable Deferred Revenue Current Liabilities Payable from Restricted Assets Customer Deposits Payable Interest Payable Due to Other Elected Officials Loan - State of Florida Revenue Bonds Payable Total Current Liabilities Payable from Restricted Assets Total Current Liabilities $ 460,434 2,148,492 Business -Type Solid Waste Enterprise Fund Airport Enterprise Fund $ 132,971 546,497 $ 62,420 518,614 508,114 0 0 146,626 0 164 30,712 3,403,311 57,783 0 0 24,920 153,650 3,751 0 124,070 61,698 268,397 0 18,223 0 0 0 0 1,436,963 292,001 0 814,479 2,375,000 23,375 283,598 0 0 230,000 30,258 0 0 0 0 4,918,443 536,973 30,258 11,616,296 1,580,615 959,610 Exhibit VIII Activities Conference Center Enterprise Fund $ 15,137 69,887 Other Enterprise Funds $ 29,106 24,191 Governmental Activities -Internal Service Funds Total Enterprise Funds $ 700,068 3,307,681 $ 242,288 1,353 35,431 0 0 15,129 0 1,697 0 64,630 207,353 0 0 137,471 0 65,612 0 331,328 870,379 268,397 0 342,369 153,650 71,224 30,712 3,923,339 1,112,597 0 2,105,741 26,208 7,000 0 0 5,932 0 0 12,321 0 0 16,470 0 0 0 0 1,507,066 575,599 12,321 814,479 2,605,000 0 0 0 0 0 12,321 16,470 5,514,465 0 214,232 811,531 15,182,284 3,501,119 Continued... 28 Okaloosa County, Florida BALANCE SHEET PROPRIETARY FUNDS September 30, 2006 Water and Sewer Enterprise Fund Noncurrent Liabilities Compensated Absences Closure Costs Payable Claims and Judgments Loan - State of Florida (Net of unamortized discounts) Revenue Bonds Payable (Net of unamortized discounts and deferred amount on refunding) Total Noncurrent Liabilties Total Liabilities Equity Invested in Capital Assets, Net of Related Debt Restricted for Debt Service Restricted for Other Purposes Unrestricted Total Equity Total Liabilities and Equity $ Business -Type Solid Waste Enterprise Fund Airport Enterprise Fund 422,186 0 0 50,152 0 0 57,575 4,316,865 0 10,948,941 0 0 24,643,448 9,884,295 1,106,973 36,014,575 9,934,447 5,481,413 47,630,871 11,515,062 6,441,023 80,448,994 5,112,480 0 13,962,625 64,912,470 1,020,858 4,340,073 8,900,881 (429,629) 0 0 (3,135,078) 99,524,099 79,174,282 (3,564,707) 147,154,970 $ 90,689,344 $ 2,876,316 Exhibit VIII Activities Conference Center Enterprise Fund $ Other Enterprise Funds Governmental Activities -Internal Service Funds Total Enterprise Funds 21,971 0 0 73,064 0 0 624,948 4,316,865 0 72,172 0 1,710,594 0 0 10,948,941 0 12,535,000 0 48,169,716 0 12,556,971 73,064 64,060,470 1,782,766 12,771,203 884,595 79,242,754 5,283,885 4,539,504 3,942,178 5,752,062 0 1,375,706 0 0 3,411,668 150,847,045 10,075,516 10,092,135 23,140,096 778,825 0 0 (1,609,334) 14,233,744 4,787,374 194,154,792 (830,509) 27,004,947 $ 5,671,969 $ 273,397,546 $ The notes to the financial statements are an integral part of this statement. 29 4,453,376 Okaloosa County, Florida STATEMENT OF REVENUES, EXPENSES, AND CHANGES IN EQUITY PROPRIETARY FUNDS For The Fiscal Year Ended September 30, 2006 Water and Sewer Enterprise Fund Operating Revenues Licenses and permits Charges for services Miscellaneous $ Total Operating Revenues 0 22,386,718 61,504 Business -Type Solid Waste Enterprise Fund Airport Enterprise Fund $ 0 7,064,506 989 $ 0 8,285,668 460 22,448,222 7,065,495 8,286,128 6,198,689 3,391,696 932,151 0 1,232,886 3,516,638 4,466,806 1,028,160 1,260,219 208,178 0 544,288 1,180,361 2,001,370 815,076 7,117,129 130,913 0 7,115 225,222 223,844 Total Operating Expenses 19,738,866 6,222,576 8,519,299 Operating Income (Loss) 2,709,356 842,919 (233,171) 0 3,649 1,256,339 15,134 294,375 (1,194,827) (808) 42,323 0 0 0 622,581 397,055 0 674,577 (567,195) (46,180) 4,311 2,165,114 0 0 168,117 70,290 0 0 (79,577) 0 21,280 0 0 3,250,263 180,110 4,093,182 2,478,906 0 (950,569) (53,061) 0 0 0 Operating Expenses Personal Services Contractual Services Supplies Insurance Premiums and Claims Utilities Other Operating Expenses Depreciation Nonoperating Revenues (Expenses) Taxes Intergovernmental Investment Income Net Gain/Loss from Joint Venture Other Non-Operating Revenue Interest Expense Other Debt Service Costs Gain/Loss on Disposal of Capital Assets Passenger and Customer Facility Charges Administrative Charges Total Nonoperating Revenues (Expenses) 416,185 Income (Loss) Before Contributions and Transfers Capital Contributions Transfers In Transfers Out 3,125,541 1,074,757 0 0 Change in Equity Total Equity - Beginning Total Equity - Ending 4,200,298 95,323,801 $ 99,524,099 5,621,519 73,552,763 $ 79,174,282 (53,061) (3,511,646) $ (3,564,707) Exhibit IX Activities Conference Center Enterprise Fund $ $ Other Enterprise Funds 0 643,594 291 $ 1,846,783 4,075,022 11,280 Governmental Activities -Internal Service Funds Total Enterprise Funds $ 1,846,783 42,455,508 74,524 $ 0 18,111,087 2,368 643,885 5,933,085 44,376,815 18,113,455 710,295 1,111,434 70,556 0 214,079 294,680 591,061 5,773,516 761,894 663,474 0 22,369 657,283 384,625 14,525,736 13,642,372 2,005,272 0 2,020,737 5,874,184 7,667,706 1,312,978 249,207 2,629,962 11,979,648 1,100 253,386 92,994 2,992,105 8,263,161 45,736,007 16,519,275 (2,348,220) (2,330,076) (1,359,192) 1,594,180 4,023,126 0 453,596 0 0 (709,700) (975) 0 0 (108,598) 2,474,065 61,683 99,453 0 0 0 0 (6,280) 0 0 6,497,191 856,030 2,276,733 15,134 968,952 (2,551,299) (47,963) 61,634 2,165,114 (108,598) 0 0 41,007 0 0 0 0 155,469 0 0 3,657,449 2,628,921 10,132,928 196,476 1,309,229 0 0 0 298,845 9,784 33,000 0 1,309,229 12,924,515 341,629 4,445,745 14,233,744 $ 4,787,374 8,773,736 3,563,447 33,000 (950,569) 1,790,656 46,952 315,000 0 11,419,614 182,735,178 $ 194,154,792 2,152,608 (2,983,117) $ The notes to the financial statements are an integral part of this statement. 30 (830,509) Okaloosa County, Florida STATEMENT OF CASH FLOWS PROPRIETARY FUNDS For The Year Ended September 30, 2006 Business-type Activities Water and Sewer System CAS FLOWS FROM OPERATING ACTIVITIES Receipts from Customers Receipts from Interfund Services Provided Payments to Suppliers Payments to Employees Payments for Interfund Services Used Net Cash Provided(Used) by Operating Activities $ CAS FLOWS FROM NON-CAPITAL FINANCING ACTIVITIES Operating Subsidy - Taxes Operating Subsidy - Intergovernmental Revenue Interest paid on non-capital debt Transfers In Transfers (Out) Net Cash Provided (Used) by Non-capital Financing Activities CAS FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES Purchase of Capital Assets Passenger Facility Charges Customer Facitlity Charges Proceeds from Disposal of Capital Assets Net Borrowing (Repayments) Proceeds from Capital Debt Principal Paid on Capital Debt Interest Paid on Capital Debt Other Debt Service Costs Taxes Capital Contributions Net cash provided (used) by capital and related financing activities Airport Enterprise Solid Waste 22,136,423 $ 397,418 (6,717,424) (5,891,911) (2,653,966) 7,270,540 6,650,798 $ 0 (2,484,306) (967,265) (887,636) 2,311,591 8,241,084 26,027 (7,426,466) (754,470) (846,504) (760,329) 0 2,970 0 1,625,000 (20,000) 0 622,581 0 0 (950,569) 0 201,835 0 20,000 0 1,607,970 (327,988) 221,835 (13,492,747) 0 0 47,593 (4,237,786) 1,383,854 781,260 6,460 (8,363) 0 0 21,280 5,232,479 (3,464,084) (1,235,427) (14,544) 0 1,071,642 0 (225,000) (569,895) (1,431) 0 2,649,165 79,577 (201,621) 0 (79,577) 0 0 (11,855,088) (213,373) (188,704) Exhibit X Governmental Activities Internal Service Funds -Enterprise Funds Conference Center $ 656,345 $ 4,450 (1,382,976) (677,912) (336,112) (1,736,205) Other Enterprise Funds 5,943,072 $ 0 (1,305,071) (5,402,164) (1,247,849) (2,012,012) Total 43,627,722 $ 427,895 (19,316,243) (13,693,722) (5,972,067) 5,073,585 1,991,066 0 0 352,000 0 2,475,195 372,999 0 33,000 (51,500) 4,466,261 1,200,385 0 2,030,000 (1,022,069) 2,343,066 2,829,694 6,674,577 8,158,352 9,800,729 (15,958,373) (1,174,070) (165,579) 661,059 0 0 (16,359) 322,000 (300,500) 5,141 (24,917) 0 0 0 (549,914) 0 0 0 (18,313,727) 1,383,854 781,260 75,333 0 (245,000) (709,700) (108,458) 1,991,065 0 0 0 0 0 0 5,000 5,312,056 (4,135,705) (2,515,022) (204,010) 1,991,065 3,725,807 0 0 0 0 0 0 (544,914) (11,899,089) 72,030 902,990 (86,521) 0 0 158,551 Continued… 31 Okaloosa County, Florida STATEMENT OF CASH FLOWS PROPRIETARY FUNDS For The Year Ended September 30, 2006 Business-type Activities Water and Sewer System NET CAS FLOWS FROM INVESTING ACTIVITIES Proceeds from Sale and Maturities of Investments Interest Income Purchases of Investments Net Cash Provided (Used) by Investing Activities 8,640,000 1,208,960 (4,527,733) 5,321,227 Airport Enterprise 792,000 341,823 (2,617,995) (1,484,172) Solid Waste 500,000 66,401 (1,303,336) (736,935) Net Increase (Decrease) in Cash and Cash Equivalents 2,344,649 286,058 (1,464,133) Cash and Cash Equivalents - Beginning of Year 2,459,366 721,498 1,747,329 Cash and Cash Equivalents - End of Year Cash and Cash Equivalents at End of Year Consist of: Current assets Restricted assets Total Reconciliation of Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities Operating Income (Loss) Ad ustments to Reconcile Operating Income to Net Cash Provided (Used) by Operating Activities Depreciation Bond Amortization Other revenue Decrease (Increase) in Assets Accounts Receivables Due from Other Funds Due from Other Governments Inventory Prepaid Expenses $ 4,804,015 $ 1,007,556 $ 283,196 $ $ 2,148,441 $ 2,655,574 4,804,015 $ 984,181 $ 23,375 1,007,556 $ 252,938 30,258 283,196 $ 2,709,356 $ 842,919 $ 4,466,806 294,766 294,375 40,981 76,844 (28,603) (260,000) 72,761 2,001,370 0 0 (390,567) 0 0 2,252 (1,250) (233,171) 223,844 7,489 0 (18,767) 0 0 0 (692) Exhibit X Governmental Activities Internal Service Funds -Enterprise Funds Conference Center 1,250,477 418,043 (992,024) 676,496 Other Enterprise Funds 950,000 93,331 (1,077,475) (34,144) Total 12,132,477 2,128,558 (10,518,563) 3,742,472 200,970 54,313 (638,365) (383,082) 2,186,347 238,624 3,591,545 355,148 974,062 283,372 6,185,627 1,701,716 $ 3,160,409 $ 521,996 $ 9,777,172 $ 2,056,864 $ $ 3,160,409 $ 0 3,160,409 $ 507,756 $ 16,200 523,956 $ 7,053,725 $ 2,725,407 9,779,132 $ 2,056,864 0 2,056,864 $ (2,348,220) $ (2,330,076) $ (1,359,192) $ 1,594,180 591,061 0 0 384,625 0 0 10,030 0 0 0 (250) 18,374 0 (4,375) 0 (1,753) 7,667,706 302,255 294,375 92,994 0 0 (339,949) 76,844 (32,978) (257,748) 68,816 (59,727) 792 (95,404) (51,772) (27,045) Continued… 32 Okaloosa County, Florida STATEMENT OF CASH FLOWS PROPRIETARY FUNDS For The Year Ended September 30, 2006 Business-type Activities Water and Sewer System Ad ustments to Reconcile Operating Income to Net Cash Provided (Used) by Operating Activities - Continued Increase (Decrease) in Liabilities Accounts Payable Service Contracts Payable Due to Other Funds Due to Other Governments Compensated Absences Payable Closure Cost Payable Claims and Judgements Payable Other Accrued Liabilities Deposits Deferred Revenue Total Ad ustments Airport Enterprise Solid Waste (63,490) (121,510) (64) 164 104,235 0 0 (17,939) 26,838 (324,980) 4,561,184 53,744 (179,534) 0 950 4,111 0 0 2,676 0 (25,080) 1,468,672 (511,570) 411,328 (57) 0 5,225 (643,701) 0 (7) (250) 0 (527,158) (760,329) Net Cash Provided (Used) by Operating Activities $ 7,270,540 $ 2,311,591 $ Noncash Investing, Capital, and Financing Activities: Improvements Acquired Through Contributions Amortization of Loan Costs and Refunding Losses Transfer of Capital Assets From Other Funds Transfer of Capital Assets to Other Funds Gain on Joint Venture Loss on Disposal of Capital Assets Unrealized Gain/(Loss) on Investments $ $ $ $ $ $ $ 263,670 (294,766) 0 (559) 15,134 (5,269) 58,508 0 (44,749) 0 (55) 0 (2,094) 22,053 $ $ $ $ $ $ $ $ $ $ $ $ $ $ 0 (7,489) 0 0 0 0 3,842 Exhibit X Governmental Activities Internal Service Funds -Enterprise Funds Other Enterprise Funds Conference Center Total (20,006) 14,581 0 459 9,801 0 0 (176) 0 6,515 612,015 (19,741) (43,722) (32) (14,113) 633 0 0 (12,453) 69 10,552 318,064 $ (1,736,205) $ (2,012,012) $ $ $ $ $ $ $ $ 0 0 0 0 0 0 19,036 $ $ $ $ $ $ $ 0 0 0 0 0 (8,240) 5,085 (561,063) 81,143 (153) (12,540) 124,005 (643,701) 0 (27,899) 26,657 (332,993) 6,432,777 $ $ $ $ $ $ $ 111,749 (9,329) 0 0 98,715 0 (991,832) (2,227) 0 (35) (933,121) 5,073,585 $ 263,670 (347,004) 0 (614) 15,134 (15,603) 108,524 $ $ $ $ $ $ $ 661,059 0 0 44,952 0 0 (3,082) 1,724 The notes to the financial statements are an integral part of this statement. 33 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of Okaloosa County, Florida (hereinafter referred to as County) have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) as applied to governments. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for governmental accounting and financial reporting. The County uses the Uniform Accounting System mandated by Chapter 218.33, Florida Statutes. The County also applies those Financial Accounting Standards Board (FASB) statements and interpretations issued on or before November 30, 1989 to its governmental and business-type activities at the government-wide financial reporting level and to its proprietary funds at the fund reporting level, provided they do not conflict or contradict GASB pronouncements. The following is a summary of the more significant accounting policies of the County. A. The Reporting Entity Okaloosa County is a political subdivision of the State of Florida, governed by a five member Board of County Commissioners, each elected by the citizenry at large for four-year terms. The Board has no powers other than those expressly vested in it by State Statute and their governmental powers cannot be delegated. In addition, the Clerk of the Circuit Court, Sheriff, Tax Collector, Property Appraiser and Supervisor of Elections are elected by the citizenry at-large and function independently of the Board. As required by generally accepted accounting principles, these financial statements present Okaloosa County (the primary government) and its component units. As of September 30, 2006, the County had one component unit as defined by GASB 14, the Emerald Coast Bridge Authority (Authority). It is included in the County s reporting entity as a result of fiscal dependency upon the County and is presented as a governmental fund type. The Authority is discretely presented in a separate column in the combined financial statements to emphasize it is legally separate from the primary government. The Authority has a September 30 year-end. The Authority does not issue separate financial statements. Following is a description. Emerald Coast Bridge Authority The Emerald Coast Bridge Authority was established in May 2001 by legislative action amending Chapter 90-412, Laws of Florida. The legislative action changed the name of the Fort Walton Bridge Authority to the Emerald Coast Bridge Authority (hereinafter referred to as the Authority). The Authority consists of five members all appointed by the Governor of Florida. The purpose of the Authority is the planning, constructing, operating, and maintaining of a bridge or bridges transversing Choctawhatchee Bay or Santa Rosa Sound, or both, and access roads to the bridge or bridges. The Board of County Commissioners has the responsibility to review and change the Authority s budget. The Authority has been in the planning state of its mission statement and has conducted feasibility studies to determine the best location for a bridge. During fiscal year 2006, public meetings were held to discuss the bridge corridor options recommended by the studies. It was determined that none of the options were acceptable to the local public. In May of 2006, the Authority requested that the Okaloosa County Board of County Commissioners forward a letter to the Florida Legislature asking that they, 1) dissolve the Authority, 2) forgive the debt owed and 3) state that the bridge corridor options have no public support. No action has been taken by the Florida Legislature. The Authority is now dormant. Following are their last available fund statements as of September 30, 2006. 35 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED A. The Reporting Entity – Continued Emerald Coast Bridge Authority Balance Sheet September 30, 2006 ASSETS Cash and Cash Equivalents $ 0 LIABILITIES $ 0 FUND BALANCE Unrestricted 0 TOTAL LIABILITIES AND FUND BALANCE $ 0 Emerald Coast Bridge Authority Statement of Revenues, Expenditures, and Changes in Fund Balance General Fund For the Fiscal Year Ended September 30, 2006 Revenues $ Expenditures Transportation Debt Service - Principal Total Expenditures 0 445,898 54,985 500,883 Deficiency of Revenues Under Expenditures (500,883) Other Financing Sources Proceeds from Debt Issue Net Change in Fund Balance 883 (500,000) Fund Balances - Beginning 500,000 Fund Balances - Ending $ 36 0 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED B. Government-Wide and Fund Financial Statements 1. Government-Wide Statements The government-wide financial statements include the statement of net assets and the statement of activities. These statements display information on all of the non-fiduciary activities of the primary government and its component unit. The primary government and the component unit are reported separately with the focus of the statements being the primary government. Individual funds are not displayed. Governmental activities, which normally are supported by taxes, intergovernmental revenues, and other non-exchange transactions, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The statement of activities presents a comparison between direct expenses and program revenues for each function of the County s governmental activities and for the different business-type activities of the County. A function is an assembly of similar activities and may include portions of a fund or summarize more than one fund to report the expenses and program revenues associated with a distinct functional activity. Direct expenses are those that are clearly identifiable with a specific function or segment. The County does not allocate indirect expenses to functions in the statement of activities. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by the programs of the County and 2) grants and contributions that are restricted to meeting the operational activities or the construction, acquisition, or rehabilitation of capital assets required by a particular program. These revenues are sub ect to externally imposed restrictions to these program uses. The determining factor for identifying to which function program revenue pertains is which function generated the revenue in the case of charges for service. For grants and contributions, the determining factor is to which function the revenues are restricted. Taxes and other items not properly included among program revenues are reported instead as general revenues of the County. The comparison of direct expense with program revenues in the statement of activities identifies the extent to which each governmental function and each business activity is self-financing and how much they draw from the general revenues of the County. 2. Fund Financial Statements During the year, transactions related to certain functions or activities are segregated into separate funds in order to aid financial management and to demonstrate legal compliance. A fund is a fiscal and accounting entity with a self-balancing set of accounts. The fund financial statements are designed to present detail information about the County s financial activities. Separate financial statements are provided for governmental funds, proprietary funds and fiduciary funds, even though the latter are excluded from the government-wide financial statements. The emphasis of fund financial statements is on ma or governmental and enterprise funds, each displayed in a separate column. All remaining governmental and enterprise funds are aggregated and reported as nonma or funds. 37 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED C. Measurement Focus, Basis o Accounting, and Financial Statement Presentation 1. Exchange and Non-exchange Transactions Exchange transactions are those in which each party receives and gives up essentially equal values. An example of an exchange transaction is a charge for service, rent, in exchange for a specific service, use of a County building. Non-exchange transactions are those in which the County gives (or receives) value without directly receiving (or giving) equal value in exchange. An example of a non-exchange transaction is property tax revenue received by the County which is used to fund various general governmental services. The revenue from these exchange and non-exchange transactions is recognized in the financial statements in varying ways depending on the basis of accounting used. 2. Government-Wide and Fiduciary Fund Financial Statements The government-wide financial statements are reported using the economic resources measurement focus. All assets and all liabilities associated with the operation of the County are included on the statement of net assets. The statement of activities reports all revenues and expenses. Fiduciary funds are excluded from the government-wide financial statements. The statement of fiduciary assets and liabilities reports all assets and liabilities associated with the agency funds of the County. Agency funds are the only type of fiduciary fund used by the County. Government-wide financial statements are reported using the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of when the related cash flows take place. Nonexchange transactions include property taxes, grants, entitlements, and donations. On an accrual basis, revenue from property taxes is recognized in the fiscal year for which the taxes are levied. Revenue from grants, entitlements, and donations is recognized in the fiscal year in which all eligibility requirements have been satisfied. The agency funds of the County use the accrual basis of accounting to recognize the receivables and payables recorded in those funds. The effect of interfund activity has been eliminated from the government-wide financial statements except for interfund services provided and used. Elimination of those charges would distort the direct costs and program revenues reported for the various functions concerned on the statement of activities. 3. Governmental Fund Financial Statements All governmental funds are accounted for using a flow of current financial resources measurement focus. With this measurement focus, only current assets and current liabilities generally are included on the balance sheet. The statement of revenues, expenditures and changes in fund balances reports the sources (i.e., revenues and other financing sources) and uses (i.e., expenditures and other financing uses) of current financial resources. This approach differs from the manner in which the governmental activities of the government-wide financial statements are prepared. Governmental fund financial statements therefore include reconciliations with brief explanations to better identify the relationship between the government-wide statements and the governmental fund statements. Governmental fund financial statements are reported using the modified accrual basis of accounting. Under this method, revenues are recognized when susceptible to accrual (i.e., when they become both measurable and available). “Measurable” means the amount of the transaction can be determined and “available” means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. The County considers all revenues reported in the 38 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED C. Measurement Focus, Basis o Accounting, and Financial Statement Presentation –Continued 3. Governmental Fund Financial Statements - Continued governmental funds to be available if the revenues are collected within sixty days after year-end. Those revenues susceptible to accrual are sales tax, gasoline taxes and other intergovernmental revenues collected and held by the state at year end on behalf of the County, special assessments, licenses, interest revenue and charges for service. Current year property taxes uncollected at the end of the fiscal year are generally immaterial in amount and highly susceptible to uncollectibility and are not recorded as a receivable on the balance sheet. All other revenue items are considered to be measurable and available only when the government receives cash. Expenditures are recorded when the related fund liability is incurred. Principal and interest on general long-term debt are recorded as fund liabilities when due or when amounts have been accumulated in the debt service fund for payments to be made in the following year. General capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of general longterm debt and acquisitions under capital leases are reported as other financing sources. 4. Proprietary Fund Financial Statements The proprietary fund financial statements are reported using the economic resources measurement focus. Under this measurement focus, all assets and all liabilities associated with the operation of the fund are included on the balance sheet. The statement of revenue, expenses and changes in equity reports revenues and expenses. The proprietary funds are reported using the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of when the related cash flows take place. Proprietary funds distinguish operating revenues and expenses from non-operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund s principal ongoing operations. All revenues and expenses not meeting this definition are reported as non-operating revenues and expenses. Proprietary fund operating revenues, such as charges for services, result from exchange transactions associated with the principal activity of the fund. The principal operating revenues for the proprietary funds are fees and charges for water and sewer, airports, solid waste, inspection services, emergency medical services, convention center, self-insurance, compensated absence debt service and fleet internal service operations. Operating expenses for the enterprise funds, and the internal service funds, include the cost of sales and services, administrative expenses and depreciation of capital assets. Non-operating revenues, such as subsidies and investment earnings, result from nonexchange transactions or ancillary activities. They include property taxes, grants, entitlements, donations and capital contributions. On an accrual basis, revenue from property taxes is recognized in the fiscal year for which the taxes are levied. Revenue from grants, entitlements, and donations is recognized in the fiscal year in which all eligibility requirements have been satisfied. Contributions of capital in proprietary fund financial statements arise from internal and external contributions of capital assets or from grants or outside contribution of resources restricted to capital acquisition and construction. 39 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED C. Measurement Focus, Basis o Accounting, and Financial Statement Presentation – Continued 5. Other Financial Statement Presentation In ormation The County currently employs an indirect allocation system. An administrative service fee is charged by the General Fund, at the direction of the Board of County Commissioners, to several special revenue and enterprise funds to address General Fund services (finance, personnel, purchasing, legal, technology management, etc.) provided. As a general rule, the effect of interfund activity has been eliminated from the government-wide financial statements. An exception to this general rule is the charge back of services, such as insurance costs, vehicle maintenance, and central costs. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. The County reports the following ma or governmental funds: General Fund This is the County s primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. Fine and For eiture Fund This fund is used to account for all criminal ustice activity of Okaloosa County including the concession sales and expenses related to prisoner activities. This fund includes appropriations to the Sheriff, the County Department of Corrections, the Clerk of the Circuit and County Courts, the Circuit and County Judges, the County Medical Examiner, the State Attorney and the State Public Defender. The fund accounts for most restricted activity related to fees generated from the assessment of court costs or fees collected by the Clerk of the Circuit Court for the County such as those for the improving of court facilities, providing education and training for law enforcement officers, activities of the Law Library and Legal Aid that are funded under Chapter 67-1787, Laws of Florida from assessment of a court cost and the proceeds from the sale of confiscated property declared forfeited by the Circuit Court. Natural Disasters Fund This fund is used to account for disaster funding and expenditures not considered normal recurring operating activity of the County. During fiscal year ended September 30, 2006, Okaloosa County did not have any new hurricane activity, however, the County was recovering from damages from urricanes Dennis and Katrina that occurred in 2005 and from sever damage by urricane Ivan that occurred in fiscal year 2004. This fund accounts for all recovery activity relating to the storms and for all sources of revenue, federal, state and local used to fund those activities. The County reports the following ma or enterprise funds: Water and Sewer Fund This fund is used to account for the user charges and expenses associated with the provision of water and sewer services to residents of the unincorporated areas of Okaloosa County. 40 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED C. Measurement Focus, Basis o Accounting, and Financial Statement Presentation – Continued 5. Other Financial Statement Presentation In ormation – Continued Airport Enterprise Fund This fund is used to account for the operation of three Okaloosa County airports. Revenue sources include federal and state grants, fees from concessionaires and other fees and charges for services to tenants and airport users. Solid Waste Fund This fund is used to account for the revenues and expenses associated with the provision of solid waste management within Okaloosa County. Con erence Center Fund This fund is used to account for the general operation of the Conference Center. This fund also accounts for the debt service on the Fourth Cent Tourist Development Tax Revenue Bonds, Series 2000, issued to fund construction of the Conference Center. The County reports the following fund types: Internal Service Funds These funds account for insurance coverage, fleet management services, and funding of compensated absence debt provided to other departments or agencies of the government, or to other governments, on a cost reimbursement basis. Agency Funds These funds account for monies held on behalf of individuals and companies that use the County as a depository; property taxes, fines, court costs, licenses and fees collected on behalf of other governments; and surety bonds and performance deposits. D. Assets, Liabilities, and Net Assets or Equity 1. Deposits and Investments Sections 28.33, 218.415, and 219.075, Florida Statutes, require the investment of surplus public funds and prescribe the instruments in which those investments are authorized, specifically the State of Florida Local Government Surplus Funds Trust Fund; SEC registered money market funds with the highest credit quality rating; interest-bearing time deposits or savings accounts in qualified public depositories as defined in s. 280.02; direct obligations of the United States Treasury, federal agencies and instrumentalities; and securities of or other interest in certain investment companies or investment trusts the portfolio of which is limited to obligations of the United States Government or any agency or instrumentality thereof and to repurchase agreements fully collateralized by such obligations. Because the County has adopted written investment policies as provided in subsection (1) through (15) of s. 218.415, other investments may be authorized by resolution or ordinance. Currently authorized are investments in term repurchase agreements with primary broker/dealers collateralized in the County s name by securities of the United States Government or any agency or instrumentality thereof; overnight repurchase agreements with collateral held by the custodian bank or its trust department; tax exempt bonds, notes or obligations rated in the two highest classifications; inventory-based domestic bankers acceptances eligible to qualify for use as 41 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED D. Assets, Liabilities, and Net Assets or Equity - Continued 1. Deposits and Investments - Continued collateral at the Federal Reserve Bank; SEC registered open-end mutual funds whose portfolios consist of United States Government securities and repurchase agreements secured by such securities; and Florida Local Government Investment Trust. The County adheres strictly to the provisions of those cited Statutes and investments authorized by resolution or ordinance, as well as with Chapter 517, Florida Statutes, which establishes registration procedures for securities and dealers. The Board of County Commissioners maintains a cash and investment pool available for use by all funds of the Board. Earnings from such investments are allocated to the respective funds based on applicable cash participation by each fund. In addition, certificates of deposits, money market accounts and debt securities can be separately maintained by several Board funds. Other elected officials maintain similar pooled cash accounts or individual cash accounts through which their office activities are managed. Each fund s portion of the pooled cash and individual deposit type investments are displayed on the balance sheet as “cash and cash equivalents.” For purposes of these statements, all highly liquid investments (including restricted assets) with maturity of ninety days or less when purchased are considered to be cash equivalents. U.S. Treasury and agency obligations with maturities of one year or less when purchased are reported on the balance sheet at their amortized cost. Nonparticipating investment contracts, generally certificates of deposit, are reported at cost. All other investments are reported at fair value. The State of Florida provides regulatory oversight for the external investment pools in which the County invests. The pools either meet the “2A-7 like” criteria of GASB 31 or value investments at fair value. Therefore, fair value of the position in these pools is the same as the value of the pool shares. 2. Receivables and Payables During the course of operations, numerous transactions occur between individual funds for goods provided or services rendered. These receivables and payables are classified as “due from other funds or elected officials” or “due to other funds or elected officials” on the fund statement balance sheets. Short-term interfund loans are also classified as “interfund receivables/payables.” Noncurrent portions of long-term interfund loan receivables are reported as advances and are offset equally by a fund balance reserve account that indicates that they do not constitute expendable available financial resources and therefore are not available for appropriation. Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as “internal balances.” The Emergency Medical Services Enterprise Fund and the Water and Sewer Enterprise Fund are the only funds of Okaloosa County that provide for an allowance for doubtful accounts for trade accounts receivables. All other funds write off accounts receivable when determined to be uncollectible. 42 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED D. Assets, Liabilities, and Net Assets or Equity – Continued 2. Receivables and Payables - Continued Property taxes attach as an enforceable lien on property as of the date of assessment and remain in effect until discharge by payment. Taxes are payable when levied (on November 1, or as soon thereafter as the assessment roll becomes available to the Tax Collector). The County bills and collects its own property taxes, as well as taxes for the County School District and taxes for municipalities and special districts within the County in accordance with the laws of the State of Florida. No accrual has been made for 2005 ad valorem taxes because property taxes are not legally due until subsequent to the end of the fiscal year. Collection of taxes and remittance of them to other governmental agencies are accounted for in the Disbursements Agency Fund of the Tax Collector. The following is the current property tax calendar. Lien Date Levy Date Due Date Delinquent Date January 1, 2006 November 1, 2006 November 1, 2006 April 1, 2007 Discounts of 1% for each month taxes are paid prior to March 2007 are granted. Revenue recognition criteria for property taxes under the Governmental Accounting Standards Board requires that property taxes expected to be collected within 60 days of the current period be accrued. Current year taxes that are uncollected as of the end of the fiscal year are generally immaterial in amount and highly susceptible to uncollectibility and, therefore, are not recorded as a receivable on the balance sheet date. 3. Inventories and Prepaid Items Inventory is valued at cost (first-in, first-out) in the governmental funds and at lower of cost (first-in, first-out) or market in the proprietary funds. The consumption method is used to account for the inventory. Under the consumption method, inventory items are recorded as expenditures during the period inventory is used. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. 4. Restricted Assets Certain proceeds of the Water and Sewer System Enterprise Fund revenue bonds, the Airport Enterprise Fund revenue bonds and the Conference Center Enterprise Fund revenue bonds, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. In addition, restricted assets include funds set aside for repayment of customer deposits in several enterprise funds. 43 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED D. Assets, Liabilities, and Net Assets or Equity – Continued 5. Capital Assets Capital Instead, and the County. assets are not capitalized in the governmental funds used to acquire or construct them. capital acquisition and construction are reflected as expenditures in governmental funds, related assets are reported on the government-wide statement of net assets of Okaloosa Capital assets acquired by proprietary funds are reported in those funds. Property, plant and equipment purchased or acquired is carried at historical cost or estimated historical cost. Contributed assets are recorded at fair market value as of the date received. The County s capitalization levels are $1,000 on tangible personal property and $5,000 on buildings, improvements other than buildings and infrastructure. The Sheriff maintains a tangible personal property inventory and uses a $1,000 capitalization level. Other costs incurred for repairs and maintenance are expensed as incurred. General infrastructure assets acquired prior to July 1, 1980 are included in the capital asset inventory and are reported at estimated historical cost using deflated replacement cost. Depreciation on all assets is provided on the straight-line basis over the following estimated useful lives: _______________YEARS______________ Buildings 10 - 50 Improvements Other Than Buildings 7 – 25 Equipment 3 – 7 Vehicles 2 - 15 Roads and Bridges 10 – 75 Wastewater Lines and Pump Stations 10 – 50 Other Infrastructure 10 - 50 6. Compensated Absences The liability for compensated absences reported in the government-wide and proprietary fund statements consists of unpaid, accumulated annual and sick leave or compensatory time balances. The liability is accrued when incurred in the government-wide and proprietary fund financial statements. A liability for these amounts is reported in governmental funds financial statements only if they have matured, for example, as a result of employee resignations and retirements. 7. Accrued Liabilities and Long-Term Obligations All payables, accrued liabilities and long-term obligations are reported in the government-wide financial statements and the proprietary fund financial statements. In general, governmental fund payables and accrued liabilities that, once incurred, are paid in a timely manner and in full from current financial resources are reported as obligation of these funds. owever, compensated absences and claims that will be paid from governmental funds are reported as a liability in the find financial statements only to the extent that they are “due for payment” during the current year. Bonds and capital leases are recognized as a liability in the governmental fund financial statements when due. . At the inception of capital leases reported in governmental funds, expenditures and an “Other Financing Source” of an equal amount are reported at the net present value of future minimum lease payments. 44 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED D. Assets, Liabilities, and Net Assets or Equity – Continued 8. Bond Premiums, Discounts and Issuance Costs On the government-wide statement of net assets and the proprietary fund type statement of net assets, bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. Bond issuance costs are reported as deferred charges and amortized over the term of the related debt. Unamortized losses on bonds are presented as a reduction of the face amount of bonds payable. The Water and Sewer Enterprise Fund is the only fund that has unamortized losses on bonds. These unamortized losses on revenue bonds as of September 30, 2006 are $605,219 (Series 2004). In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 9. Fund Equity In the fund financial statements, governmental funds report reservations of fund balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. Designations of fund balance represent tentative management plans that are sub ect to change. When both restricted and unrestricted resources are available for use, it is the policy of the Board to use restricted resources first, and then unrestricted resources as they are needed. 10. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 – STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. BUDGETARY INFORMATION Budgets are adopted on a basis consistent with generally accepted accounting principles. Annual appropriated budgets are adopted for all governmental and proprietary funds; however, budgets for proprietary funds are not required to be reported on and are not included in these financial statements. All appropriations lapse at fiscal year end. Budgetary data reflected in the financial statements are established by the following Board procedures. On or about June 1 of each year, proposed budgets are received by the Board of County Commissioners from its department heads, from all other constitutional officers, and from other agencies requesting funding for the ensuing fiscal year. These proposed expenditures, along with all estimated receipts, taxes to be levied, and balances expected to be brought forward are considered by the Board of County Commissioners in a series of workshops beginning on or before July 15. The Board of County 45 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 2 – STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY – CONTINUED A. BUDGETARY INFORMATION - CONTINUED Commissioners requires such changes as deemed necessary, sets proposed millages and establishes dates for tentative and final public budget hearings as prescribed by Florida Statutes. Proposed budgets are advertised in a newspaper of general circulation in the County. Public hearings are conducted in Crestview and Fort Walton Beach for the purpose of receiving input, responding to complaints and providing reasons and explanations for intended actions to all citizens participating. In the event the final budget has not been adopted by October 1, the beginning of the fiscal year, Florida Statutes provide for expenditures based on the adopted tentative budget or the Board readopts its prior year s adopted final budget, as amended, and expends monies based on that budget until such time as its tentative budget is adopted pursuant to law. The final appropriations budget is adopted by resolution of the Board of County Commissioners. Florida Statutes require that the individual budgets of several of the constitutional officers must be approved by the State of Florida. The “fee” portion of these budgets is not a part of the appropriations budget passed by the Board of County Commissioners. The budgetary information shown in these financial statements includes the entire budget for each constitutional office. The level of budgetary control (that is the level at which expenditures cannot legally exceed appropriations) has been established at the fund level. The County Manager is authorized to transfer budgeted amounts within departments of a fund and between departments of a fund; however, the Board of County Commissioners must approve any revisions that alter the total expenditures of any fund. Each constitutional officer is authorized to make line item transfers but must request approval from the Board for increases in appropriations. Budget amounts are originally adopted amounts as amended by action of the Board of County Commissioners by revision of fund totals. Supplemental budgetary appropriations of $75,489,681 representing a 26.88 percent increase over the original adopted budget were necessary during the fiscal year. All amendments to originally adopted amounts were made in a legally permissible manner. Encumbrance accounting, under which purchase orders, contracts and other commitments for the expenditure of resources are recorded in order to reserve that portion of the applicable appropriation, is employed in the governmental funds. Encumbrances at fiscal year end do not constitute expenditures since the commitments will be honored during the subsequent year. Encumbrances will instead be reported as a reservation of fund balance. B. DEFICIT FUND EQUITY The Solid Waste Enterprise Fund reported deficit fund equity of $3,564,707 for the year ended September 30, 2006. The deficit is caused by changes in reporting closure costs and long-term care costs for the solid waste landfills of the County. Further description of these costs and methods of funding them are discussed in Note 7. The Self Insurance Internal Service Fund reported deficit fund equity of $2,379,949. Claim liabilities for workers compensation, general and automobile liabilities and property damage are funded by actuarially pro ected budget requirements for expected yearly cash payouts. This funding method results in a deficit fund balance which will be charged back to the other funds over a reasonable period of time so that service fund revenues and expenses will be equal. 46 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 3 – DEPOSITS AND INVESTMENTS The County maintains its deposits only with qualified public depositories as defined in Chapter 280, Florida Statutes. The provisions of this statute generally require public funds to be deposited in a bank or savings association designated by the State Chief Financial Officer as a “Qualified Public Depository”. All qualified public depositories must maintain deposit insurance. They also must place with or in the name of the Chief Financial Officer of the State of Florida, collateral in the amount of the greater of the average daily balance of public deposits multiplied by the average monthly balance of public deposits or 125 percent of the average daily balance of public deposits greater than capital. Collateral requirements may be increase according to statue if specified conditions exist. Eligible collateral includes federal, federally-guaranteed, state and local government obligations and corporate bonds. In the event of default by a qualified public depository excess losses over insurance and collateral will be recovered through assessments to all qualified public depositories of the same type as the depository in default. Under this method, all County deposits, including certificates of deposit, are considered fully insured. As of September 30, 2006 the County had the following investments: Investment Type and Quantity Florida Local Government Surplus Funds Trust investment pool Florida Local Government Investment Trust investment pool U.S. Treasury bill (1) Repurchase Agreement (1) Federal ome Loan Mortgage Corp (3) Par/Principal Value Federal National Mortgage Assoc. (4) Total investments Fair Value Maturity 25,384,808 25,384,808 On Demand 20,698,970 7,000 800,825 2,000,000 2,000,000 2,000,000 2,000,000 3,000,000 1,958,000 3,000,000 62,849,603 20,698,970 6,834 800,825 2,002,240 1,997,020 1,998,280 1,995,000 2,979,390 1,942,708 2,985,000 62,791,075 On Demand 3/29/2007 10/1/2013 8/22/2008 11/28/2008 4/7/2010 11/28/2007 4/27/2009 3/30/2010 1/25/2011 State Statutes and the formal investments and portfolio policies adopted by the Board of County Commissioners restrict the types of investments that can be made by the County. A description of the requirements and the types of investments allowed as well as information about valuation and other investment policies can be found in Note 1.D.1. The investment policy manual details the methods used to manage the risks inherent to the investment process. The authority for investment of County funds rests with the Clerk of the Circuit Court who has delegated management of the investment program to the Finance Director. Investments can only be made by ma ority vote of the investment committee appointed by the Clerk. Although the policies allow investments in many types of instruments, the investment committee has chosen to limit investment risks by investing mainly in allowed investment pools. The pools manage interest rate risk by limiting the weighted average maturity of their portfolios, manage credit risk by investing in mainly governmental and other highly rates securities, manage concentration of credit risk by limiting investment in any one issuer to less than 5 percent of the portfolio and manage custodial credit risk by requiring collateral for investments held by counterparties. 47 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 3 – DEPOSITS AND INVESTMENTS – CONTINUED Interest rate risk. In accordance with the investment policy, the exposure to declines in fair value of investments outside of the pools is managed by matching the investments to a specific cash flow requirement. The Treasury bill, repurchase agreement and instrumentalities are matched to the timing of required debt service payments. Credit risk. As of September 30, 2006, the investment in Florida Local Government Investment Trust investment pool was rated AAAS-1 by Standard and Poor s. The U.S. government instrumentalities held at September 30 were all AAA rated by Standard and Poor s and other rating agencies. The investment in Florida Local Government Surplus Fund Trust investment pool has not been rated. Concentration of credit risk. The investment policies of the County diversify the portfolio by limiting the maximum percentage of various types of investments that can be purchased. The investment policy maximum percentages for the current portfolio are 50 percent for U.S. Treasuries, agencies and instrumentalities and 50 percent for repurchase agreements. More than 5% of the County s investments are in the Federal ome Loan Mortgage Corporation and the Federal National Mortgage Association. These investments are 9.6% and 15.8% respectively of the County s total investments. Custodial credit risk. Okaloosa County has a perfected first security interest in the collateral underlying the repurchase agreement. U.S. Treasury bills and U.S. instrumentalities are held by the County s agent in the County s name in accordance with the Okaloosa County Investment Policy requiring third party custody and safekeeping. 48 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 4 – RECEIVABLES / DEFERRED REVENUE Receivables as of year-end for the government s individual ma or funds and nonma or, internal service, and fiduciary funds in the aggregate, including the applicable allowances for uncollectible accounts, are as follows: Funds Accounts General Fine and Forfeiture Natural Disasters Water and Sewer Airport Solid Waste Conference Center Nonma or and Other Funds $ Total $ 12,205,021 $ Due From Other Governments Total Receivables 369,544 $ 136,311 (3,183) 2,543,877 2,441,324 602,917 45,623 973,459 $ 1,409,705 7,864,124 1,447,886 4,323,289 27,982 0 1,343,003 $ 1,546,016 7,860,941 3,991,763 6,764,613 630,899 45,623 6,068,608 3,843,464 9,912,072 19,889,909 $ 32,094,930 $ Less: Allowance for Doubtful Accounts Net Total Receivables Sept. 30, 2006 0 $ 0 0 (240,000) 0 0 0 (2,695,760) 1,343,003 1,546,016 7,860,941 3,751,763 6,764,613 630,899 45,623 7,216,312 (2,935,760) $ 29,159,170 Governmental funds report deferred revenue in connection with receivables for revenues that are not considered to be available to liquidate liabilities of the current period. Governmental funds also defer revenue recognition in connection with resources that have been received, but not yet earned. At the end of the current fiscal year, the various components of deferred revenue and unearned revenue reported in the governmental funds were as follows. Unavailable General Fund Grant Revenue Tax Redemption Fees Tax Revenue Received in Advance Special Revenue Funds Fine and Forfeiture Grant Revenue Natural Disasters Grant Revenue Nonma or Funds Grant Revenue $ Total deferred/unearned revenue for governmental funds 49 $ 0 $ 0 0 Unearned 80,756 189 226,554 129,901 541,623 1,381,397 0 0 89,265 1,511,298 $ 938,387 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 5 – CAPITAL ASSETS Capital asset activity for the year ended September 30, 2006 was as follows. Beginning Balance Governmental activities: Capital assets, not being depreciated: Land Construction in progress $ Total capital assets, not being depreciated Increases Decreases 7,385,186 $ 285,582 $ 0 $ 8,813,730 15,328,901 (2,367,382) Ending Balance 7,670,768 21,775,249 16,198,916 15,614,483 (2,367,382) 29,446,017 35,604,153 15,361,258 35,452,730 4,248,934 1,185,841 6,831,456 0 (3,892) (2,889,004) 39,853,087 16,543,207 39,395,182 679,093 87,889,659 0 2,367,666 0 (16,796) 679,093 90,240,529 174,986,893 14,633,897 (2,909,692) 186,711,098 (12,785,709) (4,087,036) (25,311,358) (962,202) (400,327) (5,126,726) 0 0 2,670,406 (13,747,911) (4,487,363) (27,767,678) (271,637) (58,570,145) (135,820) (2,203,527) 0 0 (407,457) (60,773,672) (101,025,885) (8,828,602) 2,670,406 (107,184,081) Total capital assets, being depreciated, net 73,961,008 5,805,295 Governmental activities capital assets, net $ 90,159,924 $ 21,419,778 $ (2,606,668) $ 108,973,034 Capital assets, being depreciated: Buildings Improvements other than buildings Machinery and equipment Machinery and equipment under capital lease Infrastructure Total capital assets being depreciated Less accumulated depreciation for: Buildings Improvements other than buildings Machinery and equipment Machinery and equipment under capital lease Infrastructure Total accumulated depreciation (239,286) 79,527,017 Note: The “Increases” column includes transfers of assets purchased in prior years from business-type activities to governmental activities as well as reclassifications from completed multiyear construction pro ects. Therefore the amounts in the column will not be equal to capital outlay or total depreciation expense by ma or capital asset class in the governmental funds. 50 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 5 – CAPITAL ASSETS - CONTINUED Beginning Balance Business-type activities Capital assets, not being depreciated: Land Construction in progress Works of art Total capital assets, not being depreciated $ Increases 8,690,670 $ 177,518 $ 8,470,100 13,317,226 0 61,198 17,160,770 13,555,942 $ Ending Balance Decreases 0 $ 8,868,188 (7,115,919) 14,671,407 0 61,198 (7,115,919) 23,600,793 Capital assets, being depreciated: Buildings Improvements other than buildings Machinery and equipment Infrastructure 60,376,976 281,145 15,829,396 180,825,670 3,721,780 5,546 1,817,360 6,943,907 0 0 (580,677) 0 64,098,756 286,691 17,066,079 187,769,577 Total capital assets being depreciated 257,313,187 12,488,593 (580,677) 269,221,103 Less accumulated depreciation for: Buildings Improvements other than buildings Machinery and equipment Infrastructure (4,718,478) (83,086) (11,023,573) (56,414,269) (1,579,727) (10,125) (1,543,458) (4,636,201) 0 0 572,919 0 (6,298,205) (93,211) (11,994,112) (61,050,470) Total accumulated depreciation (72,239,406) (7,769,511) 572,919 (79,435,998) Total capital assets, being depreciated, net 185,073,781 4,719,082 Business-type activities capital assets, net $ 202,234,551 $ 18,275,024 $ (7,758) 189,785,105 (7,123,677) $ 213,385,898 Depreciation expense was charged to functions/programs as follows. Governmental activities: General government Public safety Physical environment Transportation, including depreciation of general infrastructure assets Economic environment uman services Culture and recreation Court related Capital assets held by the government's internal service funds are charged to the various functions based on their usage of the assets Total depreciation expense - governmental activities 51 $ $ 1,021,635 1,985,529 18,826 3,516,548 36,914 281,120 434,226 179,306 92,994 7,567,098 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 5 – CAPITAL ASSETS - CONTINUED Business-type activities: Water and sewer Airport Solid waste Conference center Other enterprise funds Total depreciation expense - business-type activities $ $ 4,466,806 2,001,370 223,844 591,061 384,625 7,667,706 Construction Commitments Road and Other In rastructure Improvements The Board of County Commissioners has entered into contracts to improve roads and other infrastructure at various locations throughout the County. The contracts total $13,842,061. Cumulative expenditures total $8,866,721, with $4,975,340 remaining liability outstanding at September 30, 2006. Park Improvements The Board of County Commissioners has continued a construction pro ect to make significant improvements to Marler Park. The original contract amount is $3,737,740, with expenditure through September 30, 2006 of $3,361,066. The remaining liability under this contract is $376,674. The Board of County Commissioners has also begun a pro ect to improve the June White Decker Beach Accessway. The original contract amount is $501,785. Expenditures as of September 30, 2006 total $247,252. Water and Sewer Expansion and Renovation The Water and Sewer System is continuing significant expansion and renovations throughout the County. Based on the fiscal year 2007 capital budget, total expenditures will approximate $6,300,000 on contracted pro ects already under construction at September 30, 2006, plus an additional $4,300,000 for in-house construction. New construction contracts for 2007 are estimated at $1,330,000. Future plans also include the construction of a new wastewater treatment plant to service the Garnier s area of south Okaloosa County. The total pro ect is expected to cost $60 to $65 million to complete. See Note 19 regarding borrowings subsequent to year-end that finance that pro ect. Certain lift station/force main upgrades, replacements or relocation are also required in con unction with the new plant. In January 2006, the Board amended an existing State of Florida, Department of Environmental Protection State Revolving Loan Program agreement to provide access to an additional $6,681,000 of loan funds to complete the lift station/force main pro ects. The amended loan amount is now $8,737,360 including loan service fees. Approximately $6,864,000 of these funds had been drawn down or requested for reimbursement as of September 30, 2006. 52 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 5 – CAPITAL ASSETS - CONTINUED Construction o Okaloosa Regional Airport The Airport is continuing planning and design for developing a 22.6 acre parcel to be leased from Eglin Air Force Base on the east side of the current 108 acre leasehold. The new area will include a consolidated rental car service along with a new fuel farm. A separate commercial access road will provide additional security for deliveries to the terminal. In addition, a new cargo/maintenance facility is planned to replace the building razed during the recent terminal construction pro ect completed in FY 2005. The estimated cost of the rental car facility and fuel farm is about $13 million to be funded in part by Federal Aviation Administration and Florida Department of Transportation grants as well as a bond issue to be repaid by the collection of Customer Facility Charges. Construction at Bob Sikes Airport A new fire station is nearing completion at Bob Sikes Airport. The facility is a oint pro ect with the North Okaloosa Fire District. The County has completed construction on its portion of the pro ect, the shell of the building. NOFD should be completed with the interior design and construction by October of 2007. A pro ect for the rehabilitation of the main runway 17/35 is in the design phase. The design, construction and construction management is anticipated to cost $10 million. The Federal Aviation Administration will fund 77.2% based on its determination that 81.3% of the runway is eligible for 95% federal funding. The balance will be undertaken by the Florida Department of Transportation and the County. Construction at Destin/Fort Walton Beach Airport A pro ect to replace high mast apron lighting has been designed with construction to begin in FY 2007. Estimated cost for the pro ect is $494,000. NOTE 6 – COMPENSATED ABSENCES Each constitutional officer s policy for compensated absences is summarized below. Board of County Commissioners and Supervisor of Elections The policy of the Board of County Commissioners and the Supervisor of Elections for annual and sick leave and compensatory time is as follows. Employees may accrue an unlimited amount of annual and sick leave. The employees earn leave at varying rates per month based on their work schedules. 53 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 6 – COMPENSATED ABSENCES - CONTINUED Board of County Commissioners and Supervisor of Elections -Continued Group A 40 hours/ week Years of Service Annual Leave Full time employees 0-5 6-10 11-15 16-20 21-25 26+ 8 hours 10 hours 12 hours 14 hours 16 hours 18 hours 1 4 hours Part time employees Group B 48 hours/ week Group C 24 hours on/ 48 hours off 10 hours 12 hours 14 hours 17 hours 19 hours 22 hours 11 hours 14 hours 17 hours 20 hours 22 hours 25 hours Amount paid upon separation from service 240 hours 288 hours 336 hours Sick Leave Full time employees Part time employees 8 hours 0 hours 10 hours 11 hours Unused sick leave will be paid to employees having ten consecutive years of service upon termination or retirement at varying percentages based on the total unused hours: 50% for the first 480 hours; 25% for the second 480 hours and 20% for all hours over 960 Compensatory Time Compensatory time is available only to hourly (non-exempt) employees. Most employees may accrue up to 240 hours except for law enforcement and correctional officers who can accrue up to 480 hours. Unused amounts will be paid upon termination or retirement. Clerk of the Circuit Court The policy of the Clerk of the Circuit Court for annual and sick leave is that full-time employees earn four hours of annual leave (five hours if employed five years or longer) and four hours of sick leave per biweekly pay period. The employee can accumulate a maximum of 240 hours of annual leave and an unlimited amount of sick leave. Annual leave earned in excess of 240 hours is credited to sick leave. Upon retirement or termination, the employee may be paid a maximum of 240 hours accumulated annual leave. Unused sick leave will be paid as follows upon termination (provided the employee has 160 hours accrued and 24 months of service). 2 years service - 20% of all sick leave accrued 5 years service - 25% of all sick leave accrued 10 years service - 30% of all sick leave accrued 15 years service - 40% of all sick leave accrued 20 years+ service - 50% of all sick leave accrued 54 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 6 – COMPENSATED ABSENCES - CONTINUED Clerk of the Circuit Court - Continued Upon retirement from the Florida Retirement System with 30 years of service, of which the last 20 years of service must have been served with the Clerk s office, employees will be paid for 100% of their accrued sick leave balance, not to exceed 1800 hours. Sheriff The Sheriff maintains a policy providing for annual leave and sick pay for all full-time employees. Employees are allowed to accumulate unlimited time, however, upon separation the employee will receive compensation only for any unused annual leave up to a maximum of 240 hours. Annual leave is calculated as follows: Years of Service Less than five (5) years Five (5) to Ten (10) years Ten (10) and more years Accrual Rate 8 hours per calendar month 10 hours per calendar month 12 hours per calendar Sick leave is accrued by all personnel at 8 hours per month. This accrued time is carried over from year to year. Employees terminating after ten years of service will be compensated for unused sick leave up to a maximum of 100 hours. An employee who meets eligibility requirements receives a minimum of twelve weeks of leave, paid and/or unpaid in accordance with federal guidelines. Tax Collector The policy of the Tax Collector for annual and sick leave is that employees are entitled to two weeks annual leave and 12 days sick leave. Annual leave increases to three and four weeks after five and ten years, respectively, of continuous employment. Employees may accumulate up to 160 hours of annual leave and 240 hours of sick leave. Upon termination, unused sick leave is forfeited. Property Appraiser The Property Appraiser s policy provides for “paid days off” (a combination of sick and annual leave) which may be used at the employee s discretion. Paid days off accumulate ratably during each year of employment at the following rates based on years of employment. 1 to 5 years 5 to 10 years Over 10 years 192 hours per year 216 hours per year 240 hours per year Employees are allowed to accumulate up to 360 hours of paid days off for which they will be paid upon termination of employment. Paid days off accumulated in excess of 360 hours at the end of the calendar year are lost except for employees planning retirement. Employees planning retirement within the following year may increase the accrued paid days off to a maximum of 500 hours. 55 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 6 – COMPENSATED ABSENCES - CONTINUED The total amounts of accumulated annual leave and other compensated absences for all elected officials as of September 30, 2006 follow. Current Portion Elected Official Board of County Commissioners Clerk of the Circuit Court Sheriff Tax Collector Property Appraiser Supervisor of Elections Totals Long-Term Portion Totals $ 2,435,437 $ 224,171 796,024 0 0 21,725 1,680,025 $ 501,813 1,259,690 121,766 139,655 3,892 4,115,462 725,984 2,055,714 121,766 139,655 25,617 $ 3,477,357 $ 3,706,841 $ 7,184,198 The total current and long-term portions of compensated absences are shown on the face of the government-wide statement of net assets using the full accrual method of accounting. NOTE 7 - LANDFILL CLOSURE AND POST CLOSURE CARE COSTS The County is required to study, estimate, and certify to the U.S. Environmental Protection Agency through the Florida Department of Environmental Protection the estimated cost to close and to perform certain maintenance and monitoring functions at Baker Landfill, Wright Landfill, and Laurel ill Landfill for thirty years after closure and Niceville Landfill for twenty years after closure. One hundred percent of the landfill capacity has been used in the landfills and they have all been permanently closed. The Florida Department of Environmental Protection approved termination of long-term care at the permanently closed Laurel ill Landfill effective September 30, 2006. The County is required by state and federal laws and regulations to develop its estimates using rates normal to commercial contracting firms and is based on the amount of the landfill capacity used to date, 100%. The landfill closure and post closure costs are reevaluated each year. The estimate is sub ect to changes resulting from inflation, deflation, technology, or changes in applicable laws or regulations. The effect of this change in estimates has been reflected in the operations of the Solid Waste Enterprise Fund and has increased net income by $643,701. The estimated liability for landfill closure and post closure care costs has a balance of $4,585,262 as of September 30, 2006. The County issued bonds during the fiscal year ended September 30, 1991 to cover a portion of the estimated closure and post-closure care costs for the Wright Landfill, which ceased operations on March 1, 1990. Information on that Bond Issue can be found in Note 10. 56 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 8 – INTERFUND BALANCES AND ACTIVITY The composition of interfund balances as of September 30, 2006 is as follows. Receivable Fund General General General General General General Fine and Forfeiture Fine and Forfeiture Payable Fund Fine and Forfeiture Fine and Forfeiture Natural Disasters Nonma or Governmental Nonma or Governmental Internal Service General General Amount 508,362 54,091 305,000 7 12,382 7,000 1,555,046 49,020 Fine and Forfeiture Fine and Forfeiture Natural Disasters Water and Sewer Conference Center Conference Center Nonma or Governmental Nonma or Governmental Nonma or Governmental Nonma or Governmental Internal Service General Fiduciary Fund Type General Airport General Nonma or Governmental General General Natural Disasters General General 28,735 273,499 5,445 153,650 12,321 254,720 96,315 8,352 500,000 125,987 390 Total $ Purpose Grant Revenue Appropriations Interfund loan Recording fees Administrative fee Interfund loan Refund of excess fees Refund of excess appropriations Interest restitution Fines and fees Grant Refund Construction costs Administrative fee Allocation of taxes Capital asset Refund of excess fees Interfund loan Vessel commissions Interfund services 3,950,322 Interfund transfers: Transfer In General General General Fine and Forfeiture Fine and Forfeiture Nonma or Governmental Nonma or Governmental Nonma or Enterprise Internal Service Total Transfer Out Fine and Forfeiture Fine and Forfeiture Nonma or Governmental General Airport General Fine and Forfeiture Nonma or Governmental General 57 Amount $ 28,031,456 811,072 28,000 1,354,259 950,569 200,000 1,576,048 33,000 315,000 $ 33,299,404 Purpose Appropriations Appropriations Allocation of tax revenue Excess fees Sheriff appropriation Pro ect funding Pro ect funding Allocation of tax revenue Tempory funding Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 9 - LEASES Operating Leases – Lessor The Board of County Commissioners leases four county-owned parks and park buildings located on Okaloosa Island to outside parties. Capitalized investment in these assets is $6,588,730. Accumulated depreciation of $999,235 has been recorded as of September 30, 2006. All of the leases were for a 25-year period. owever, one of the leases has been renegotiated and the period extended to thirty years. Three of the leases contain a 20% or 30% rent increase every five years. The renegotiated lease contains a fixed rental through 2029. One of the leases contains a contingent rent fee of 5% of gross revenue if that amount is greater than the set rent amount. To date, the contingent rent option has not been needed. The remaining terms of the leases range from 2 to 23 years. The Board of County Commissioners leases land and a building to a convenience store company. Capitalized investment in the building is $132,488. Accumulated depreciation of $24,841 has been recorded as of September 30, 2006. The annual lease contains two option renewal periods. These option periods extend through 2010. The Board of County Commissioners has leased space on a water tower to a wireless communication company. The five year lease can be renewed for five five-year periods through 2034. Monthly rental fees begin at $1667 and increase at each renewal to $3,352 in the final renewal period. There is no capitalized investment related to this lease. The Board of County Commissioners has leased space on a telecommunications tower the parcel of land on which it is located to a wireless communication company. The five year lease can be renewed for four five-year periods through 2031. Monthly rental fees begin at $1,900 and increase at each renewal period by 15% to $3,324 in the final renewal period. There is no capitalized investment related to this lease. The Board of County Commissioners has entered into operating leases with various lessees and concessionaires for lease of space and facilities at the Okaloosa County Air Terminal, the Bob Sikes Airport and the Destin Airport. Lease periods vary with expiration dates through 2026. Capitalized investment in assets associated with these leases is $26,814,773. Accumulated depreciation of $1,341,955 has been recorded as of September 30, 2006. Total minimum future rentals for material operating leases in which the County is the lessor are as follows. Fiscal Year Ended September 30 2007 2008 2009 2010 2011 Thereafter 58 $ 2,860,223 2,904,006 2,651,480 2,707,295 445,217 6,204,175 $ 17,772,396 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 9 – LEASES - CONTINUED Operating Leases – Lessee 1. Okaloosa County leases the land on which the airport facilities are located from the United States Government under a thirty-year lease agreement expiring in February 2031. The land lease agreement is with the Department of the Air Force for an annual sum of $165,000 for the years 2007 through 2011; $825,000 for five-year increments of 2012-2016, 2017-2021, 2022-2026, 2027-2031. Lease expense for fiscal year 2006 was $165,000. 2. Okaloosa County has an air space oint use agreement with the Department of the Air Force for an annual fee based on the estimated number of landings per year. Expiration of the current lease is in 2008. The total minimum lease payments for the years 2007 through 2008 will be $305,642 with an average yearly amount of $152,821. This lease and the yearly payment amount are renegotiated every five years. 3. Okaloosa County leases office space used by the Tax Collector and the Property Appraiser through December 31, 2008. The rent is based on $10,058 per month plus a proportionate amount of any annual Consumer Price Index increase from the previous year. Based on assumed increases of 3%, total rent will be $352,044 for the remaining term of the lease. Lease expenditure for fiscal year 2006 was $149,289. 4. Okaloosa County leases office space used by public safety and veteran s affairs departments of the Board through March 2009. Monthly payments under the lease are $4,495 with total minimum lease payments for the years 2007 through 2009 of $134,852. Lease expenditure for fiscal year 2006 was $26,970. 5. The Clerk of the Circuit Court leases copier equipment under non-cancelable operating leases effective for forty-eight months. Monthly payments under the lease are $4,414. Future minimum lease payments for these leases total $167,732 through February 2010. Lease expenditures for the fiscal year ended September 30, 2006 amounted to $65,451. 6. The Sheriff has entered into certain operating leases for office equipment effective for five years. Future minimum payments for these leases total $94,935 through 2009. Lease expenditure for the fiscal year 2006 was $47,796. 7. The Sheriff rents office space under an operating lease effective for a five-year term through May 2008. Monthly payments under the lease are $9,400 with total minimum lease payments through 2008 of $183,300. Total lease expenditures for fiscal year 2006 were $112,800. 8. The Tax Collector rents office space for a decentralized location to accommodate residents in a certain area of the County. The three-year lease expires in fiscal year 2009. The yearly rental rate is $147,000. There are also two small operating leases for use of office equipment. Future minimum lease payments for these leases total $366,308. 59 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 9 – LEASES – CONTINUED Operating Leases – Lessee – Continued Total lease expenditure/expense for material operating leases in which the County is the lessee for fiscal year ended September 30, 2006 amounted to $725,097. Future minimum lease payments for these leases are as follows. Fiscal Year Ended September 30 2007 2008 2009 2010 2011 2012-2016 2017-2021 2022-2026 2027-2031 $ 904,708 790,481 329,504 177,404 167,381 825,000 825,000 825,000 825,000 $ 5,669,478 Capital Leases The Board entered into a lease agreement for financing 911 communications equipment. Payments of $13,022 are required for a sixty-month term. The lease obligation qualifies as a capital lease for accounting purposes and, therefore, has been recorded at the present value of the future minimum lease payments at the inception of the lease, October 1, 2003. $679,093 has been capitalized on the government-wide statement of net assets of Okaloosa County. Accumulated depreciation of $407,456 has been recorded as of September 30, 2006. The net book value of the equipment is $271,637. Following is a schedule of the future minimum lease payments under this lease and the present value of the net minimum lease payments at October 1, 2006. Fiscal Year Ended September 30 2007 $ 156,268 2008 156,267 Total future minimum lease payments 312,535 Less amounts representing interest (17,703) Present value of future minimum lease payments $ 294,832 60 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 10 – LONG-TERM DEBT Component Unit The following is a summary of long-term debt transactions of the Emerald Coast Bridge Authority for the fiscal year ended September 30, 2006. Note Payable Long-term debt payable October 1, 2005 $ 1,831,391 Increase/Decrease in long-term debt (54,102) Long-term debt payable September 30, 2006 $ NOTES PAYABLE $1,033,391 loan advances, 1991-92, due in annual payments (payments have not been made) through 2005, including $11,322 interest. 1,777,289 $ 1,033,391 $298,000 loan advance, 2003 zero interest, repayable from future toll revenue. No payment date or amount. 298,000 $500,000 loan advance, 2005, zero interest, repayable from future toll revenue. No payment date or amount. 445,898 Total Notes Payable $ 1,777,289 Primary Government The following debt issues are outstanding for September 30, 2006. Governmental Activities: REVENUE BONDS $2,524,287 Capital Improvement Revenue Bonds, Series 1991, capital appreciation bonds with no stated interest rate, effective interest rate of 7.15 percent compounded semi-annually through December 1, 2010; issued in denominations of $5,000 maturity value due in annual installments of $35,000 to $685,000 from December 1, 1993 through December 1, 2010. “Second Guaranteed Entitlement Revenues” as defined in Paragraph II, Chapter 218 Florida Statutes are pledged for payment of these special obligation revenue bonds. Proceeds from the bonds were used to finance the acquisition and construction of roads within the County. $ 1,321,071 Total Governmental Activities Revenue Bonds $ 1,321,071 61 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 10 – LONG-TERM DEBT – CONTINUED Governmental Activities - Continued LOANS AND NOTES $550,000 Note payable to a commercial bank; interest rate 5.65%; The note is unsecured. Principal and interest payments are due monthly beginning in November 2006. Proceeds were used to finance an office building. $ $2,000,000 Note payable to individuals; payments in the amount of $1,000,000, principal only are due November 15, 2006 and 2007. The note finances the purchase of an office building that is the security for the loan. The note is payable solely from non-ad valorem taxes. Total Governmental Activities Loans and Notes 550,000 2,000,000 $ 2,550,000 Solid Waste $2,180,777 Capital Improvement Revenue Bonds, Series 1991, capital appreciation bonds with no stated interest rate, effective interest rate of 7.15 percent compounded semi-annually through December 1, 2010; issued in denominations of $5,000 maturity value due in annual installments of $35,000 to $685,000 from December 1, 1993 through December 1, 2010. “Second Guaranteed Entitlement Revenues” as defined in Paragraph II, Chapter 218 Florida Statutes are pledged for payment of these special obligation revenue bonds. Proceeds from the bonds were used to finance landfill closure and post closure costs of the Wright Landfill. $ 1,141,298 Airport $10,860,000 Airport Revenue Bonds, Series 2003, serial and term bonds with stated interest rates ranging from 2.4 percent to 6.0 percent compounded semiannually through October 1, 2030; issued in denominations of $5,000 maturity value due in annual installments of $225,000 to $510,000 from October 1, 2003 through October 1, 2030. Net revenue derived from the operation of the Airport System and the Passenger Facility Changes imposed per enplaned passenger at the Okaloosa Regional Airport are pledged for payment of the bonds. Proceeds from the bonds were used to finance a portion of the cost of the Terminal Development Program and to repay a commercial paper loan that provided partial temporary financing for the pro ect. This issue is sub ect to federal arbitrage regulations. $ 10,635,000 Business-type Activities: REVENUE BONDS 62 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 10 – LONG-TERM DEBT - CONTINUED Primary Government - Continued Business-type Activities – Continued: REVENUE BONDS- CONTINUED Conference Center $13,450,000 Fourth Cent Tourist Development Tax Revenue Bonds, Series 2000, serial and term bonds with stated interest rates ranging from 4.6 percent to 5.75 percent compounded semi-annually through October 1, 2030; issued in denominations of $5,000 maturity value due in annual installments of $215,000 to $940,000 from October 1, 2003 through October 1, 2030. Fourth Cent Tourist Development Tax monies are pledged for payment of these special obligation revenue bonds. Proceeds from the bonds were used to finance the costs of acquisition and construction of the Okaloosa County Conference Center. This issue is sub ect to federal arbitrage regulations. 12,535,000 Water and Sewer The following parity bonds are secured by a pledge of the net revenues from the operation of the water and sewer system. $650,000 Subordinated Revenue Bond, Series 1985, term bond due in semiannual installments of $34,338 beginning July 1, 1985 through January 2, 2015; interest at 10.0 percent per annum. Proceeds from the bonds were used to finance constructing and acquiring additions, extensions and improvements to the County Water and Sewer System. 387,132 $5,155,000 Water and Sewer Revenue Bonds, Series 1992, serial bonds due in annual installments of $25,000 to $2,260,000 beginning July 1, 1994 through July 1, 2011, interest ranging from 4.00 percent to 6.00 percent per annum. Proceeds from the bonds were used to finance constructing and acquiring additions, extensions and improvements to the County Water and Sewer System. This issue is sub ect to federal arbitrage regulations. 4,655,000 $31,170,000 Water and Sewer Revenue Bonds, Series 2004, due in annual installments of $300,000 to $3,680,000 through July 1, 2016; interest ranging from 1.017 percent to 3.61 percent per annum. Proceeds from the bond were used to refund Water and Sewer Revenue Refunding Bonds, Series 1993 and Water and Sewer Refunding Revenue Bonds, Series 1998 as well as constructing and acquiring additions, extensions and improvements to the County Water and Sewer System. This issue is sub ect to federal arbitrage regulations. Total Business-type Revenue Bonds 23,115,000 $ 63 52,468,430 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 10 – LONG-TERM DEBT - CONTINUED Primary Government - Continued Business-type Activities – Continued: The following loans from the State of Florida were obtained for construction of extensions and improvements to the County sewer system. Water and Sewer revenue net of operating costs and debt service are pledged for repayment of these loans. LOANS – STATE OF FLORIDA $5,927,701 State of Florida Department of Environmental Regulation Revolving Loan Fund; annual payments of $429,920 including capitalized interest at 4.20% to 4.26% beginning April 1, 1992 through April 1, 2011. $ $1,458,000 State of Florida Department of Environmental Protection Revolving Loan Fund; semi-annual payments of $46,776 including interest at 2.59% and 3.24% beginning December 30, 1994 through June 30, 2014. $729,744 State of Florida Department of Environmental Protection Revolving Loan Fund; semi-annual payments including capitalized interest of $22,230 at 2.59% beginning October 10, 1995 through April 10, 2015. 1,901,648 668,888 354,882 $1,949,795 State of Florida Department of Environmental Protection Revolving Loan Fund; semi-annual payments including capitalized interest of $74,622 at 3.28% and 2.63% beginning April 1, 1997 reducing to $58,007 beginning April 1, 2001 through October 1, 2016. $1,768,312 State of Florida Department of Environmental Protection Revolving Loan Fund; semi-annual payments including capitalized interest of $59,870 at 2.63% and 2.99% beginning September 15, 1999 reducing to $56,219 beginning September 15, 1999 through March 15, 2017. 1,020,923 $351,895 State of Florida Department of Environmental Protection Revolving Loan Fund; semi-annual payments including capitalized interest of $23,204 at 3.18% beginning February 15, 2000 reducing to $11,073 beginning February 15, 2001 through August 15, 2019. 234,309 994,528 $6,863,724 State of Florida Department of Environmental Protection Revolving Loan Fund; semi-annual payments including capitalized interest of $291,598 at 2.71% and 3.00% beginning June 15, 2007 through December 15, 2023. 6,863,724 Total Loans – State of Florida 12,038,902 Total Business-type Loans and Notes $ 64 12,038,902 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 10 – LONG-TERM DEBT - CONTINUED Primary Government - Continued The following is a summary of the changes in long-term debt of the County for the fiscal year ended September 30, 2006. Balance Due October 1, 2005 Increases Decreases Balance Due September 30, 2006 Due Within One Year Governmental Activities: Revenue Bonds Capital Improvement Revenue Bonds, Series 1991 $ 1,462,338 $ 92,112 * $ (233,379) $ 1,321,071 $ 241,427 Loans and Notes Comercial Bank loan Comercial Bank loan Personal loan 450,009 0 0 0 550,000 2,000,000 (450,009) 0 0 0 550,000 2,000,000 0 17,714 1,000,000 Total Loans and Notes 450,009 2,550,000 (450,009) 2,550,000 1,017,714 430,218 366,963 5,132,044 4,808,167 0 0 710,268 44,255 (135,386) (366,963) (153,441) (1,036,087) 294,832 0 5,688,871 3,816,335 143,254 0 2,606,978 2,105,741 Capital leases Operating lease with rent increase Accrued compensated absences Estimated claims payable Total Governmental Activities $ 12,649,739 $ 3,396,635 $ (2,375,265) $ 13,671,109 $ 6,115,114 $ 414,990 $ 0 $ (27,858) $ 387,132 $ 30,712 Business-type Activities: Revenue Bonds Subordination Revenue Series 1985 Capital Improvement Revenue Bonds, Series 1991 Revenue Bonds Series 1992 Refunding Revenue Series 2004 Fourth Cent Tourist Development Tax Revenue Bonds, Series 2000 Airport Revenue Bonds, Series 2003 Less deferred amounts For issuance discounts On refunding Total Revenue Bonds 1,263,342 4,705,000 25,835,000 79,577 0 0 12,780,000 10,860,000 0 0 (1,162,379) (825,298) (13,736) 0 53,870,655 65,841 *Accretion 65 * (201,621) (50,000) (2,720,000) 1,141,298 4,655,000 23,115,000 208,573 55,000 2,320,000 (245,000) (225,000) 12,535,000 10,635,000 0 230,000 118,332 220,079 (1,057,783) (605,219) (3,131,068) 50,805,428 0 0 2,844,285 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 10 – LONG-TERM DEBT - CONTINUED Primary Government - Continued Balance Due October 1, 2005 Increases Decreases Balance Due September 30, 2006 Due Within One Year Business-type Activities - Continued Loans and Notes State of Florida Revolving Loan Fund, April 11, 1992 through April 1, 2011 State of Florida Revolving Loan Fund, December 30, 1994 through June 30, 2014 State of Florida Revolving Loan Fund, October 10, 1995 through April 10, 2015 State of Florida Revolving Loan Fund, April 1, 2001 through October 1, 2016 State of Florida Revolving Loan Fund, September 15, 1999 through March 15, 2017 State of Florida Revolving Loan Fund, February 15, 2001 through August 15, 2019 State of Florida Revolving Loan Fund, beginning February 15, 2006 Less deferred amounts For issuance discounts 2,236,946 0 (335,298) 1,901,648 349,486 742,835 0 (73,947) 668,888 75,959 389,476 0 (34,594) 354,882 35,496 1,119,595 0 (125,067) 994,528 85,271 1,103,886 0 (82,963) 1,020,923 85,235 248,661 0 (14,352) 234,309 14,812 35,947 6,827,777 6,863,724 168,219 (106,844) 0 (177,226) 8,588 (275,482) 0 Total Loans and Notes 5,770,502 6,650,551 (657,633) 11,763,420 814,478 Accrued compensated absences Estimated closure costs payable 1,371,321 5,228,963 132,740 0 (8,734) (643,701) 1,495,327 4,585,262 870,379 268,397 (4,741,136) $ 68,349,437 Total Business-type Activities $ 66,241,441 $ 6,849,132 $ $ 4,797,539 Internal service funds predominantly serve the governmental funds. Accordingly, long-term liabilities for them are included as part of the above totals for governmental activities. At year-end $1,184,769 of internal service funds compensated absences and $3,816,335 of claims liabilities are included in the above governmental activities amounts. Compensated absences typically have been liquidated in the general and other governmental funds. Claims liabilities typically have been liquidated in the internal service fund. 66 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 10 – LONG-TERM DEBT - CONTINUED Primary Government – Continued Debt service requirements to maturity on long-term debt at September 30, 2006 are as follows. Governmental Activities Revenue Bonds Loans and Notes Principal Interest Principal Interest Year Ending September 30, 2007 2008 2009 2010 2011 2012-2016 $ 159,511 $ 1,017,714 $ 251,940 1,020,397 260,826 21,580 268,018 22,831 136,814 24,155 0 443,323 28,072 29,551 28,369 27,117 25,793 107,673 $ 1,321,071 $ 1,077,109 $ 2,550,000 $ 246,575 Revenue Bonds Principal Interest Year Ending September 30, 2007 $ 2008 2009 2010 2011 2012-2016 2017-2021 2022-2026 2027-2031 81,916 $ 114,011 106,749 99,487 918,908 0 Business-type Activities Loans and Notes Principal Interest Landfill ClosureCosts Principal Interest 2,849,285 $ 1,663,656 $ 814,478 $ 295,652 $ 268,397 $ 3,280,012 2,380,827 1,012,896 388,832 268,397 3,374,886 2,312,872 1,046,519 355,209 217,407 3,468,653 2,236,885 1,081,305 320,423 217,407 3,492,965 1,951,019 1,117,310 284,427 217,407 18,689,674 6,846,206 3,596,899 1,030,583 1,087,035 4,400,000 4,412,579 2,458,840 595,489 1,087,035 5,840,000 3,019,188 910,655 141,501 880,205 6,965,000 1,147,575 0 0 341,972 0 0 0 0 0 0 0 0 0 $ 52,360,475 $ 25,970,807 $ 12,038,902 $ 3,412,116 $ 4,585,262 $ 0 In prior years, the County has defeased various bond issues. Of those defeased issues, the following amounts are outstanding at September 30, 2006. Governmental activities: Refunding Revenue and Improvements Bonds of 1978 $ 1,435,000 Business-type activities: Water and Sewer System Enterprise Fund Refunding Revenue, Series 1986 $ 4,245,000 67 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 11 - CONDUIT DEBT Since 1984, the Okaloosa County has authorized eight industrial development revenue bond issues that are still outstanding. The original issues totaled $55,765,000, and as of September 30, 2006, $40,220,000 was the principal liability. These bonds do not constitute an indebtedness of the County and are not a charge against its general credit or taxing powers. The bonds are payable solely from revenues of the respective industries to which these bond proceeds were remitted. NOTE 12 - RESERVED FUND BALANCES The governmental fund balance sheet contains the line item “Reserved for Other Legally Restricted Purposes”. Following is a list of the detail balances contained in that line item for September 30, 2006. Fund General General Special Revenue Funds Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Fine and Forfeiture Tourist Development Municipal Services Benefit Units Public Records Moderization Trust Public Records Courts Capital Pro ects Fund Capital Outlay Construction Total Other Restricted Purpose Amount 745,590 358,751 $ 30,351 136,013 969,813 103,585 10,293 104,751 92,456 148,667 139,529 327,532 2,499,759 272,367 1,349,240 1,235,628 616,378 $ Purpose 911 Emergency System County Revolving Loan Fund Program Police Academy Law Enforcement Trust Fund Judicial Information Technology Family Mediation Services Law Library Prisioner Benefit Trust Teen Court Alcohol and Other Drug Abuse Trust Fund Domestic Violence Trust Fund Public Records Innovation Tourist Development Tax Assessments Reserve Public records Technology Judicial Information Technology Florida Boating Improvement Trust 9,140,703 The proprietary fund balance sheet contains the line item “Equity Restricted for Other Purposes”. Following is a list of the detail balances contained in that line item for September 30, 2006. Fund Airport Enterprise Fund Conference Center Enterprise Fund $ Amount 4,340,073 5,752,062 Total Restricted for Other Purposes $ 10,092,135 68 Purpose Passenger Facility Charges Program Tourist Development Tax Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 13 - PENSION PLAN Plan Description Okaloosa County contributes to the Florida Retirement System (FRS), a cost-sharing multiple-employer defined benefit pension plan administered by the State of Florida Division of Retirement, Department of Management Services. The Florida Retirement System provides retirement, disability or death benefits to plan members or their designated beneficiaries. Florida Statutes Chapter 121 provides the authority under which benefit provisions are established. The provisions may only be amended by legislative action. Beginning in 2002, a defined contribution plan alternative to the existing defined benefit plan known as the Public Employee Optional Retirement Program or the FRS Investment Plan became available to FRS members. Members in either plan who have reached normal retirement age may retire and continue employment with the County for up to 60 months. During that period the member s retirement benefits accumulate in the FRS Trust Fund increased by a cost-of-living ad ustment each July and earned interest at an annual rate of 6.5%. The Florida Retirement System issues a publicly available financial report that includes financial statements and required supplementary information. That report may be obtained by writing to State of Florida Division of Retirement, PO Box 9000, Tallahassee, Florida 32315-9000; emailing Research and Education at rep@dms.myflorida.com; or by calling (877) 377-1737. Funding Policy Contribution requirements of the plan are established in Florida Statutes Chapter 121 and may only be amended by legislative action. All retirement legislation must comply with Article X, Section 14 of the State Constitution and with Part VII, Chapter 112, Florida Statutes. Both of these provisions require that any increase in retirement benefits must be funded concurrently on an actuarially sound basis. Active plan members do not contribute to the plan. The FRS funding policy provides for monthly employer contributions at actuarially determined rates that, expressed as percentages of annual covered payroll are adequate to accumulate sufficient assets to pay benefits when due. Level percentages of payroll employer contribution rates, established by state law, are determined using the entry-age actuarial funding method. If an unfunded actuarial liability re-emerges as a result of future plan benefit changes, assumption changes, or methodology changes, it is assumed any unfunded actuarial liability would be amortized over 30 years, using level dollar amounts. Except for gains reserved for rate stabilization, it is anticipated future actuarial gains and losses are amortized on a rolling 10% basis, as a level dollar amount. Effective July 1, 2002, the Florida Legislature established a uniform contribution rate system for the FRS, covering both the FRS Pension Plan and the FRS Investment Plan. The current actuarially determined contribution rates expressed as a percentage of covered payroll are for regular employees 6.72%, special risk employees 17.42%, special risk administrative support 8.81%, elected udges 17.54%, elected county officers 14.12%, senior management service class 9.34%, and 8.22% for the Deferred Retirement Option Program (DROP). The County s contributions to the plan for the years ended September 30, 2006, 2005, and 2004, listed below were equal to the required contributions for the year. Elected Officials 2006 Years Ended September 30, 2005 2004 Board of County Commissioners Clerk of the Circuit Court Sheriff Tax Collector Property Appraiser Supervisor of Elections $ 3,138,209 312,404 2,884,556 214,936 143,120 59,063 $ 2,861,602 269,287 2,577,051 188,207 118,750 48,961 $ 2,866,897 258,526 2,300,835 162,289 114,207 42,424 Total Contributions $ 6,752,288 $ 6,063,858 $ 5,745,178 69 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 14 - POSTEMPLOYMENT BENEFITS In addition to the pension benefits described in Note 9, the County offers postretirement health care benefits, in accordance with the Consolidated Omnibus Budget Reconciliations Act of 1985 (COBRA), to all employees who retire from the County. Similar coverage is also offered terminated employees under the same COBRA rules except that the retiree coverage has no maximum coverage period. The retiree or the terminated employee pays the premium expense for health care benefits. The County records no expenditures for postemployment health care. At September 30, 2006, 65 of the former employees of the County were eligible to receive postemployment benefits under the health care plan. In 1987, the Florida Legislature established the Retiree ealth Insurance Subsidy to assist retirees of all state-administered retirement systems in paying health insurance costs. Eligible retirees received an extra $5 per month for each year of creditable service completed at the time of retirement with a minimum monthly payment of $30 and a maximum payment of $150. To be eligible to receive the ealth Insurance Subsidy, a retiree under any state-administered retirement must provide proof of health insurance coverage, which can include Medicare. Any spouse or financial dependent who receives a monthly retirement benefit may also receive the ealth Insurance Subsidy. The ealth Insurance Subsidy program is funded by requirement contributions from Florida Retirement System participating employers. For fiscal year ended September 30, 2006, each employer contributed 1.11% of payroll for all active employees covered by the Florida Retirement System. This contribution is added to the amount submitted for retirement contributions but is deposited in a separate trust fund (The Retiree ealth Insurance Subsidy Trust Fund) from which ealth Insurance Subsidy payments are authorized. If these contributions fail to provide full subsidy benefits to all participants, the subsidy payments may be reduced or canceled. NOTE 15 - RISK MANAGEMENT The County is exposed to risk of loss for claims and udgments for public liability, workers compensation, employee medical benefits and other special risks. The County uses the Self Insurance Internal Services Fund to account for all risks from workers compensation loss, general liability, and medical benefit claims for all County employees except those of the Sheriff, from catastrophic damage to real and tangible property and from special risk policies for the Board. A mixture of commercial insurance coverage and self-insurance, which is described below, manages the risk to the County. There has been no significant reduction in insurance coverage from the prior fiscal year, and insurance coverage has been sufficient to cover all claims made in the prior three fiscal years. A. Method of Risk Management Public Liability Florida Statutes 768.28(5) limits the maximum County liability for claims and udgments by any one person and any one incident to $100,000 and $200,000, respectively. The County self-insures public liability claims for automobile, general and professional liability. A third party administrator manages claims. Currently, the County retains the risk for the first $200,000 ($50,000 for automobile liability) of each claim or incident. Excess insurance is purchased to cover losses over the $200,000 ($50,000 for automobile liability) self-insured retention. The Sheriff maintains a commercial insurance policy for public liability and bears no risk of loss under this type of coverage. 70 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 15 - RISK MANAGEMENT - CONTINUED Property Insurance The County self-insures the risk of physical loss to its real property, business property and equipment. The County retains the risk of the first $50,000 of physical damage to County property. The self-insurance retention increases to a maximum of $200,000 if the damage is the result of a named storm. Excess insurance is purchased to cover the physical damage exposure over the self-insured retention amount. All Lines Aggregate Policy The County purchased an All Lines Aggregate insurance policy that limits the County s risk for deductible and self-insured retention expenses to $2,400,000 for the fiscal year ended September 30, 2006. Workers’ Compensation The County contracts with a service company to have its workers compensation claims processed. The County retains risk for all claims up to $400,000 per employee per accident. Excess insurance is purchased to cover losses up to $25,000,000 for workers compensation and $1,000,000 for employers liability. The County retains no liability for claims that have been settled by purchase of annuity contracts. The Sheriff participates in the Florida Sheriff s Association Workers Compensation Program. It is a fully insured, guaranteed cost program with a deductible trust fund and insurance with a commercial carrier. The Sheriff retains no risk. Employee Medical Benefits The Board of County Commissioners and all other elected officials of Okaloosa County, except the Sheriff, use a fully insured commercial insurance plan to fund employee medical benefits. The Board of County Commissioners or elected official pays the premiums for the employees while the individual pays for dependent and retiree coverage. The County bears no risk of loss under this type of coverage. The Sheriff uses a self-funded health plan to provide comprehensive medical benefits to employees, retirees and their dependents. The plan is funded by contributions from the Sheriff s General Fund resources and employee contributions. The Sheriff contracts with the Florida Sheriffs Association Multiple Employers Trust for claims processing. The plan has an accumulated surplus of $671,346 as well as sufficient revenue to pay current and future liabilities, as required by Florida Statutes, Section 112.08. Excess insurance is purchased from a commercial carrier to provide a Specific Claim and Aggregate Limits coverage. Specific claim coverage benefits the covered individual by providing $1,000,000 of coverage to begin when a specific claim exceeds $65,000. This coverage is sub ect to a $2,000,000 aggregate lifetime maximum limit per covered individual. Aggregate Limits coverage limits the Sheriff s total risk exposure. This coverage provides the Sheriff with an additional $1,000,000 in coverage for the coverage year when total claims paid less the total paid under the Specific Claim excess coverage exceeds $3,472,577 for the fiscal year ended September 30, 2006. 71 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 15 - RISK MANAGEMENT - CONTINUED A. Method of Risk Management – Continued The Sheriff uses an internal service fund to account for risks from medical benefit claims. Claim expenditures and liabilities are reported when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. At September 30, 2006, the amount of these liabilities was $377,577. This liability has been determined based on an actuarial evaluation of all claims reported and all claims incurred but not reported (IBNR) as of September 30, 2006. Claim liabilities are calculated considering the effects of inflation, recent claim settlement trends including frequency and amount of payouts and other economic and social factors. Reconciliation of Claims Liablities for Medical Benefits Okaloosa County Sheriff As of As of September 30, 2006 September 30, 2005 Unpaid claims and ad ustment expenses at beginning of year $ 333,322 $ 294,991 Incurred claims and claim ad ustment expenses A) Provision for insured events of current fiscal year 2,364,078 2,442,827 0 0 2,364,078 2,442,827 2,319,823 2,404,496 0 0 2,319,823 2,404,496 B) Increases (decreases) in provision for insured events of prior fiscal years Total incurred claims and claim ad ustment expenses Payments A) Claims and claim ad ustment expenses attributable to insured events of current fiscal year B) Claims and claim ad ustment expenses attributable to insured events of prior fiscal year Total payments Unpaid claims and claim ad ustment at end of year $ 377,577 $ 333,322 Special Risk Policies The Board of County Commissioners purchases commercial crime coverage against theft of money and securities. All of the other elected officials, except the Sheriff, are covered under the policy. Florida Statute requires certain classes of employees be provided with a special death and disability benefit. The Board of County Commissioners purchases a commercial policy. The County bears no risk of loss under this type of coverage. The Sheriff insures this exposure separately. 72 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 15 - RISK MANAGEMENT - CONTINUED B. Claim Liabilities for Retained Risk Claim liabilities for workers compensation, general liabilities (including errors and omissions), and auto liability (both bodily in ury and property damage) have been determined based on an actuarial evaluation of all claims reported and all claims incurred but not reported (IBNR) as of September 30, 2006. Claim liabilities are calculated considering the effects of inflation, recent claim settlement trends including frequency and amount of payouts and other economic and social factors. The actuarial estimation of ultimate losses does not include any future recoveries from the Florida Special Disability Fund, subrogation or third party liens, etc. except to the degree they are implicitly included in the trending process of estimating ultimate losses. The ultimate loss calculation does take into consideration specific excess reinsurance recoverable. Claims liabilities recognized in the Self Insurance Fund of the Board of County Commissioners at September 30, 2006 were as follows. Current C. Long-term Total Workers' compensation General liability Auto liability Property $ 1,438,283 198,493 62,857 28,531 $ 1,292,921 357,689 59,984 0 $ 2,731,204 Total claims liability recognized $ 1,728,164 $ 1,710,594 $ 3,438,758 556,182 122,841 28,531 Funding of Claims Liabilities The Self Insurance Fund charges the other funds of the Board and other participating elected officials for the cost of claim liabilities based on actuarially pro ected budget requirements for expected yearly cash payouts. This funding method results in a deficit fund balance that will be charged back to the other funds over a reasonable period of time so that service fund revenues and expenses will be approximately equal. 73 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 15 - RISK MANAGEMENT - CONTINUED D. Reconciliation of Claims Liabilities As of September 30, 2006 Workers' Compensation Liability Property As of September 30, 2005 Total Unpaid claims and ad ustment expenses at beginningof year $ 3,594,364 $ 631,416 $ 249,065 $ 4,474,845 $ Incurred claims and claim ad ustment expenses A) Provision for insured events of current fiscal year 256,960 573,647 B) Increases (decreases) in provision for insured events of prior fiscal years (1,302,254) Total incurred claims and claim ad ustment expenses (728,607) 290 830,897 Workers' Compensation 3,627,044 $ Liability 744,349 $ Property Total 3,375 $ 4,374,768 516,575 603,987 43,000 1,163,562 16,181 (201,895) (1,487,968) 361,616 (270,351) 207,689 298,954 273,141 (201,605) (657,071) 878,191 333,636 250,689 1,462,516 Payments A) Claims and claim ad ustment expenses attributable to insured events of current fiscal year 155,804 43,663 290 199,757 109,260 410,708 (7,000) 512,968 B) Claims and claim ad ustment expenses attributable to insured events of prior fiscal year (21,251) 181,871 18,639 179,259 801,611 35,861 11,999 849,471 134,553 225,534 18,929 379,016 910,871 446,569 4,999 1,362,439 679,023 $ 28,531 $ 3,438,758 $ Total payments Unpaid claims and claim ad ustment expenses at end of year $ 2,731,204 $ 74 3,594,364 $ 631,416 $ 249,065 $ 4,474,845 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 16 – COMMITMENTS AND CONTINGENCIES 911 Service Agreement At the end of fiscal year 2003, the Board of County Commissioners converted an existing operating lease for 911 communications equipment to a capital lease. The new lease also included installation of additional and upgraded equipment. Details of that lease are in Note 9. At the same time the Board entered into a sixty-month service agreement on the equipment requiring monthly payments of $10,514 beginning October 1, 2003. This obligation totaled $630,840 over the lease term and has $252,336 liability remaining at September 30, 2006. Reclaimed Water System The Board of County Commissioners has entered into an agreement to share equally in the costs to expand a reclaimed water system with the City of Niceville. Prior capital expenditures by the County of approximately $1,300,000 have been matched by the City to achieve an equitable basis for ownership of the future oint venture. Additional capital expenditure by the County totaled $1,000,000 through September 30, 2006. After the system becomes operational, the County agreed to perform minor maintenance services, equally share with the City of Niceville the future costs of capital expenditures, operations, ma or maintenance and billing and collection services. The agreement, signed in October 2002, has an initial term of 20 years which may be continued for additional ten-year increments by mutual written consent of both parties. The system began preliminary operations in November, 2006 and should be fully on-line in early 2007. The County s investment in this oint venture will be carried in the Water and Sewer Enterprise Fund. Customer Facility Charge Agreement As of December 1, 2004, the County entered into a Customer Facility Charge Agreement with the onairport rental car companies. In accordance with Ordinance No. 04-64, the County imposes and the rental car companies collect on behalf of the County, a Customer Facility Charge (GFC) of two dollars and fifty cents ($2.50) per rental car transaction Day on all rental car contracts. CFC revenue will be utilized by the County to construct, operate and maintain facilities and services for the rental car operators and their customers at the Okaloosa Regional Airport. CFC collections for the year ended September 30, 2006 were $781,260. Grants Amounts received or receivable from grant agencies are sub ect to audit and ad ustment by grantor agencies, principally the federal government. Any disallowed claims, including amounts already collected, may constitute a liability of the applicable funds. The amount, if any, of expenditures which may be disallowed by the grantor cannot be determined at this time although the County expects such amount, if any, to be immaterial. Lawsuits The County is a defendant in various lawsuits. Although the outcome of these lawsuits is not presently determinable, it is the opinion of the County s counsel that resolution of most of these matters will not have a material adverse effect on the financial condition of the County. 75 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 16 – COMMITMENTS AND CONTINGENCIES -CONTINUED Arbitrage Rebate Section 148(f) of the Internal Revenue Code of 1986, as amended, and the proposed and temporary regulations issued by the Internal Revenue Service on May 15, 1989, and made final effective May 18, 1992, require the rebate to the United States government of the excess of earnings on non-purpose investments over earnings which would have been made on such investments if they had been made at bond yield, together with earnings on all future rebate amounts. Although rebates need not be remitted until five years after issuance of the bonds and each five years thereafter, computations must be made annually to show financial position at fiscal year end. Okaloosa County has four bond issues falling within the purview of the above directives - $5,155,000 Water and Sewer Revenue Bonds, Series 1992; $13,450,000 Fourth Cent Tourist Development Tax Revenue Bonds, Series 2000; and $10,860.000 Airport Revenue Bonds, Series 2003; and $31,170,000 Water and Sewer Revenue Bond, Series 2004. According to the calculations, the County has no rebate liability with respect to the bonds at September 30, 2006. This determination reflects the liability on that date only and does not represent any amount that may be due at the end of the five-year period from the delivery date of the bonds. Hurricane Activity In September 2004, Okaloosa County, along with most of Northwest Florida, sustained damage due to urricane Ivan. During fiscal year 2005 the County also received damage from urricane Dennis and urricane Katrina. Recovery activities due to these events are expected to continue for several years. The County records hurricane activities in the Natural Disasters Special Revenue Fund. Storm related expenses incurred during fiscal year 2006 were $1,482,137. As of September 30, 2006, the County has recorded receivables from the United States Department of omeland Security, Federal Emergency Management Agency (FEMA) and the Florida Department of Community Affairs, Emergency Management Agency (DCA) of $6,574,462 and $401,213, respectively. For urricane Ivan, it is expected that FEMA will reimburse 90% of the eligible cost plus a 3% administration fee with certain costs occurring within the first 72 hours of the event reimbursed at 100%. DCA will reimburse eligible costs up to 5%. For the other storms, it is expected that the federal government will reimburse 75% with the remainder to be funded by state and local sources. The remainder of the expenses including those considered not eligible for reimbursement, such as debris removal from private property, will be covered by insurance or funded by the County. Revenue related to the FEMA and DCA receivables has been deferred on the balance sheet of the Natural Disasters Special Revenue Fund as some receipts from the agencies were not available under the modified accrual basis of accounting. 76 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 17 – RELATED ORGANIZATION Library Cooperative The Okaloosa County Board of County Commissioners entered into an inter-local agreement with six municipalities located within Okaloosa County, Florida to provide for operation of a countywide public library system. The governing body of the cooperative is the Okaloosa County Public Library Cooperative Board made up of one appointee from each municipality and the County. Capital assets remain the property of the participating municipalities. Under the agreement, the County agreed to provide annual funding to the cooperative of not less than the following amounts for the term of the agreement. The current agreement is effective October 1, 2003 and ends on September 30, 2008 but is sub ect to renewal or revision at that time. The Okaloosa County Board of County Commissioners contribution to the library cooperative for the year ended September 30, 2006 was $899,700. Future commitments to the library cooperative are: Fiscal Year Ending September 30, 2007 2008 Total amount of Funding $ $ 77 Funding Amount 1,204,000 1,304,000 2,508,000 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 18 - JOINT VENTURE Okaloosa County, in alliance with the City of Valparaiso and City of Niceville, began implementation, in 1975, of initial steps leading to the eventual construction of a comprehensive regional sanitary sewer system designed to provide service to residents of Niceville and Valparaiso as well as County residents within the general area. The pro ect was funded 75% by U.S. Environmental Protection Agency (EPA) Grants under provisions of Public Law 92-500 and 25% by the local government applicants. The system was completed and placed in service during the fiscal year ended September 30, 1982. During the fiscal year ended September 30, 1990, a one-million gallon-per-day expansion was completed. The Board of County Commissioners presently owns 36% of the operating capacity of the total system. The City of Niceville is a 44% owner and the City of Valparaiso is a 20% owner. The in-service cost of the property, plant and equipment paid for through the combined funding of the participants and the EPA is recorded pro-rata on the accounting records of the individual participants. The Board of County Commissioners portion of assets (at original cost) accounted for in its water and sewer enterprise fund are as follows. Land Building and plant Improvements other than buildings Plant improvements Lift stations, force mains and sprayfields $ $ 33,496 877,641 978,577 3,460,547 4,439,124 Machinery and equipment 14,978 Total $ 5,365,239 The system is managed and operated by a separate governing body (Niceville, Valparaiso, Okaloosa County Regional Sewer Board, Inc.) consisting of six members; two appointed by each of the three participants. The Sewer Board is responsible for preparing and approving its own budget. The cost of operations, including additional equipment, inventory purchases, etc., are funded by water and sewer user fees and are accounted for, in total, on the books and financial statements of the Sewer Board. The County s share of the operating results of the Niceville, Valparaiso, Okaloosa County Regional Sewer Board, Inc. is reported in the Board of County Commissioner s water and sewer enterprise fund. The Board of County Commissioners portion of the equity in the oint venture is $191,340 as of September 30, 2006. Complete financial statements for the Niceville, Valparaiso, Okaloosa County Regional Sewer Board, Inc. can be obtained from the Sewer Board s administrative office at 507 Crestview Avenue, Niceville, Florida or from the County Clerk s office at the Okaloosa County Courthouse in Crestview, Florida. 78 Okaloosa County, Florida NOTES TO FINANCIAL STATEMENTS Fiscal Year Ended September 30, 2006 NOTE 19-SUBSEQUENT EVENTS On December 5, 2006, Okaloosa County issued $65,150,000 of Water and Sewer System Revenue Bonds with and average coupon interest rate of 4.69%. The bonds were issued to refund $4,655,000 of outstanding Water Sewer Revenue Bonds, Series 1992 with an average interest rate of 6.0%, and to obtain construction funding for a new wastewater treatment facility. The net proceeds of $65,692,000 included an approximate $2,000,000 reoffering premium. After payment of $1,582,000 in underwriting fees, bond insurance premiums and other insurance costs the net proceeds were used to advance refund the Series 1992 bonds and to fund the pro ect construction fund in the amount of $60,649,775. Prior debt service reserve funds of $3,850,225 were also transferred into the construction fund to provide a total of $64,500,000 to construct the new facility. Final plans for the facility are not yet complete, but, construction is targeted to begin in the next six to twelve months, with completion in approximately three years. The County sustained an economic loss (difference between the present values of the old and new debt service payments) on the refunded debt of $37,700. In addition, the County executed a land lease with the United States Air Force for the property on which the new facility is to be constructed. The lease begins October 1, 2007 and has a 30 year term. Annual payments under the lease increase each year and range from $325,000 to $577,150. The total lease obligation amounts to approximately $13,185,000 over the life of the lease. 79 Okaloosa County, Florida Airport Enterprise Fund SCHEDULE OF PASSENGER FACILITY CHARGES For the Fiscal Year Ended September 30, 2006 Grantor/Program: Passenger Facility Charges Application Approval Number: 00-01-C-00-VPS Latest ROD 03-02-C-00-VPS Amended Amount of Approval $ 37,292,945 Cumulative Earned Amount at September 30, 2005 $ 6,189,911 Current Year Earned Amount $ 1,600,159 Cumulative Earned Amount at September 30, 2006 $ 7,790,070 156 Current Year Expenditures $ 798,626 Unliquidated Passenger Facility Charges at at September 30, 2005 September 30, 2006 $ 3,538,540 $ 4,340,073 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX B Okaloosa County Okaloosa Regional Airport Taxable Airport Revenue Bonds, Series 2007 Report of the Airport Consultant Ricondo & Associates, Inc. 36 East Fourth Street, Suite 1206 Cincinnati, OH 45202 513.651.4700 (telephone) 513.412.3570 (facsimile) B-1 November 30, 2007 Mr. James D. Curry County Administrator Okaloosa County 1804 Lewis Turner Blvd., Suite 400 Fort Walton Beach, FL 32547 Re: Okaloosa County Taxable Airport Revenue Bonds, Series 2007 Appendix B: Report of the Airport Consultant Dear Mr. Curry: This report sets forth findings, assumptions, and projections of the air traffic and financial analyses developed by Ricondo & Associates, Inc. (R&A), in conjunction with the planned issuance by Okaloosa County (County) of its Taxable Airport Revenue Bonds, Series 2007 (Series 2007 Bonds). The County operates Okaloosa Regional Airport (the Airport) as well as two general aviation airports, Bob Sikes Airport and Destin/Ft. Walton Beach Airport, (collectively known as the Airport System). This report is intended for inclusion in the Official Statement for the Series 2007 Bonds as Appendix B: Report of the Airport Consultant. The Series 2007 Bonds will provide funds, along with other available funds of the County, to fund components of the Capital Improvement Program (CIP) known as the 2007 Project, to fund the required Debt Service Reserve Fund with respect to the Series 2007 Bonds, and to pay costs of issuance of the Series 2007 Bonds. Key components of the 2007 Project include site development and access improvements, the relocation of the Airport fuel farm, and the construction of relocated rental car service facilities. This report includes an overview of the 2007 Project, the economic base of the Air Trade Area, air traffic demand, existing airport facilities, the rental car industry and rental car demand, other capital projects, and financial analysis related to the overall feasibility of the 2007 Project through fiscal year (FY) 2016 1. On the basis of the assumptions and analyses described in this report, R&A is of the opinion that the County’s Revenue will be adequate to meet the County’s rate covenant, as set forth in the Indenture, during the projection period FY 2008 through FY 2016. Additional findings of these analyses include the following: 1 The County’s fiscal year is the 12-month period ending September 30. 36 EAST FOURTH STREET, SUITE 1206, CINCINNATI, OHIO 45202 Telephone (513) 651-4700 Facsimile (513) 412-3570 B-2 Mr. James D. Curry Okaloosa County November 30, 2007 Page 2 Economic Base x Population growth in the Air Trade Area (as defined in Chapter 2) between 1990 and 2005 was higher than that experienced in Florida and nationwide. Population growth in Okaloosa County 1990 and 2005 was slower than experienced in Florida but in Santa Rosa and Walton Counties, populations grew at a rate almost double that of the state of Florida. Population growth in the Air Trade Area between 2005 and 2015 is expected to exceed that projected for Florida and the nation. x Between 2000 and 2005, per capita effective buying income (EBI) for the Air Trade Area increased at a compounded annual growth rate that was greater than that for both Florida and the nation. According to Sales and Marketing Management magazine, continued strong growth in per capita EBI for the Air Trade Area is expected between 2005 and 2010. x Employment rates for the Air Trade Area were higher than those for Florida and the nation between 1995 and 2005. x With the exception of transportation which remained relatively flat, all of the major industry groups in the Air Trade Area experienced positive growth between 2001 and 2005, with the highest growth occurring in the construction and financial sectors. x The temperate climate and natural resources of the Air Trade Area attract many tourists to the area, many traveling into the area via the Airport. x The Air Trade Area is an important center for the military and the military presence is a significant economic generator. x The economic base of the Air Trade Area is stable and diversified, and is capable of supporting increased demand for air travel at the Airport during the projection period. Air Traffic x The Airport is part of a wide, multi-airport catchment area that also includes Pensacola Regional Airport (Pensacola) and Panama City-Bay County International Airport (Panama City). Pensacola is located in Escambia County, Florida, approximately 50 miles west of the Airport; while Panama City is located in Bay County, Florida, approximately 70 miles east of the Airport. x In November 2001, the low-cost carrier AirTran shifted its service from the Airport to Pensacola after aggressive marketing efforts by that airport to increase air service from Pensacola. As a result, the Airport’s share of regional enplanements decreased from 35.7 percent in CY 2001 to 27.0 percent in CY 2006, while Pensacola’s share increased from 48.4 percent to 60.0 percent during this same period. B-3 Mr. James D. Curry Okaloosa County November 30, 2007 Page 3 x As of September 2007, the Airport had scheduled passenger service provided by seven U.S. carriers: American Eagle, Atlantic Southeast (d/b/a the Delta Connection), Chautauqua and ExpressJet (both d/b/a Continental Express), Delta, Gulfstream (d/b/a the Continental Connection), and Northwest. Nonstop service from the Airport is provided primarily to these airlines’ respective hubs (Atlanta, Dallas, Houston, and Memphis), with Gulfstream also providing nonstop service to Tampa from the Airport. x On September 14, 2005, both Delta and Northwest voluntarily filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Delta and Northwest filed their respective Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court on December 19, 2006 and February 16, 2007, respectively. Delta emerged from Chapter 11 on April 30, 2007, and Northwest emerged from Chapter 11 on May 31, 2007. x Passenger activity at the Airport increased from 209,149 enplanements in FY 1996 to 370,558 in FY 2006. This increase represents a compounded annual growth rate of 5.9 percent during this period, compared to 1.8 percent growth nationwide. Financial Analysis x The 2007 Project is feasible in terms of providing facilities at the Airport at a cost that will produce reasonable levels of rates and charges to the users of the Airport facilities. x Cost per enplanement for the passenger airlines that are signatory to the Signatory Airline Operating Agreement and Terminal Building Lease (“Airline Agreement”) (“Signatory Airlines”) is estimated to increase from approximately $5.56 budgeted in FY 2007, to $7.33 in FY 2016, a compounded annual increase of 3.1 percent. The Signatory Airlines’ landing fee rate as adjusted is projected to increase from approximately $1.07 per thousand pounds budgeted in FY 2007, to $1.51 per thousand pounds in FY 2016. x Projected airline rates and charges together with other Airport revenues are sufficient to ensure that all Operation and Maintenance (O&M) expenses, debt service, and fund deposit requirements can be generated through reasonable user fees. Debt service coverage is projected to range from 2.53x to 3.71x, meeting the rate covenant requirement of the Indenture in each year of the projection period. Except as defined otherwise, the capitalized terms used in this report are as defined in the Indenture. The techniques used in this report are consistent with industry practices for similar studies in connection with airport revenue bond sales. While R&A believes the approach and assumptions utilized are reasonable, some assumptions regarding future trends and events may B-4 Mr. James D. Curry Okaloosa County November 30, 2007 Page 4 not materialize. Achievement of projections described in this report, therefore, is dependent upon the occurrence of future events, and variations may be material. Sincerely, RICONDO & ASSOCIATES, INC. B-5 Okaloosa County Okaloosa Regional Airport TABLE OF CONTENTS I. Introduction................................................................................................................................. B-9 1-1 II. Economic Base for Air Transportation ....................................................................................... B-12 2-1 2-2 2-3 2-4 2-5 2-6 III. Regional Perspective ..................................................................................................... B-31 Airlines Serving the Airport .......................................................................................... B-37 Historical Passenger Activity ........................................................................................ B-41 Historical Air Service .................................................................................................... B-44 Historical Commercial Aircraft Operations and Landed Weight .................................. B-47 Factors Affecting Aviation Demand.............................................................................. B-50 Projections of Aviation Demand ................................................................................... B-54 Airport Facilities and the Rental Car Industry ............................................................................ B-61 4.1 4.2 4.3 4.4 V. Area Trade Area ............................................................................................................ B-12 Population...................................................................................................................... B-12 Income ........................................................................................................................... B-15 Employment .................................................................................................................. B-15 Economic Base .............................................................................................................. B-18 Summary........................................................................................................................ B-29 Air Traffic ................................................................................................................................... B-31 3-1 3-2 3-3 3-4 3-5 3-6 3-7 IV. The 2007 Project ........................................................................................................... B-10 Okaloosa Regional Airport............................................................................................ B-61 Other Airports................................................................................................................ B-64 Capital Improvement Program ...................................................................................... B-64 Rental Car Industry........................................................................................................ B-68 Financial Analysis....................................................................................................................... B-76 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 Governing Body ............................................................................................................ B-76 Financial Structure ........................................................................................................ B-76 Financing Plan ............................................................................................................... B-86 Operations and Maintenance Expenses ......................................................................... B-90 Nonairline Revenues ..................................................................................................... B-93 PFC and CFC Revenues ................................................................................................ B-97 Airline Rates.................................................................................................................. B-98 Cost per Enplanement.................................................................................................... B-101 Airport Cash Flow and Debt Service Coverage ............................................................ B-101 Application of Revenues ............................................................................................... B-101 Report of the Airport Consultant B-6 November 30, 2007 Okaloosa County Okaloosa Regional Airport LIST OF TABLES Table No. II-1 II-2 II-3 II-4 II-5 II-6 II-7 II-8 II-9 Historical & Projected Population .............................................................................................. B-14 Effective Buying Income ............................................................................................................ B-16 Civilian Labor Force & Unemployment Rates ........................................................................... B-17 Employment Trends by Major Industry Division ....................................................................... B-19 Major Employers......................................................................................................................... B-20 Total Retail Sales ........................................................................................................................ B-24 Recent New & Expanded Businesses ......................................................................................... B-25 Residential Building Permit Units & Valuation.......................................................................... B-27 Total Bank Deposits.................................................................................................................... B-28 III-1 III-2 III-3 III-4 III-5 III-6 III-7 III-8 III-9 III-10 III-11 III-12 III-13 III-14 Regional Shares of Enplanements............................................................................................... B-31 Fare and Yield Market Averages ................................................................................................ B-34 Nonstop Market Comparison ...................................................................................................... B-38 Airlines Serving the Airport........................................................................................................ B-39 Air Carrier Base .......................................................................................................................... B-40 Historical Enplanements ............................................................................................................. B-42 Historical Enplaned Passengers by Airline ................................................................................. B-45 Primary O&D Passenger Markets ............................................................................................... B-46 Nonstop Markets ......................................................................................................................... B-48 Historical Commercial Aircraft Operations ................................................................................ B-49 Historical Landed Weight by Airline.......................................................................................... B-51 Enplanement Projections............................................................................................................. B-57 Operations Projections ................................................................................................................ B-58 Landed Weight Projections ......................................................................................................... B-60 IV-1 IV-2 IV-3 IV-4 IV-5 IV-6 The 2007 Project ......................................................................................................................... B-65 Funding for the 2007 Project ...................................................................................................... B-66 Capital Improvement Program (FY 2007 - FY 2012) ................................................................. B-67 U.S. Rental Car Company Market Share .................................................................................... B-71 CFC Level Comparison............................................................................................................... B-74 Historical Rental Car Activity..................................................................................................... B-75 V-1 V-2 V-3 V-4 V-5 V-6 V-7 V-8 V-9 V-10 V-11 V-12 Estimated Sources and Uses of Funds......................................................................................... B-87 Debt Service and Commercial Paper Expense ............................................................................ B-89 Historical O&M Expenses .......................................................................................................... B-90 Operation & Maintenance Expenses........................................................................................... B-91 Historical Nonairline Revenues .................................................................................................. B-94 Nonairline Revenue by Airport and Revenue Source ................................................................. B-95 Projected PFC and CFC Collections ........................................................................................... B-99 Signatory Airlines’ Terminal Rental Rate................................................................................... B-100 Signatory Airlines’ Landing Fee Rate......................................................................................... B-102 Signatory Airline Cost Per Enplaned Passenger ......................................................................... B-103 Cash Flow and Debt Service Coverage....................................................................................... B-104 Application of Revenues............................................................................................................. B-105 Report of the Airport Consultant B-7 November 30, 2007 Okaloosa County Okaloosa Regional Airport LIST OF EXHIBITS Exhibit No. I-1 2007 Project ................................................................................................................................ B-11 II-1 Primary Air Trade Area............................................................................................................... B-13 III-1 III-2 III-3 Regional Shares of Enplanements............................................................................................... B-33 Average Fares Comparison ......................................................................................................... B-35 Revenue Yields Comparison....................................................................................................... B-36 IV-1 IV-2 Airport Diagram .......................................................................................................................... B-62 U.S. Rental Car Market Car Gross Sales .................................................................................... B-70 V-1 Flow of Funds defined in the Bond Indenture ............................................................................ B-79 Report of the Airport Consultant B-8 November 30, 2007 Okaloosa County Okaloosa Regional Airport I. Introduction This Report of the Airport Consultant has been prepared to evaluate the financial feasibility of the planned issuance of Taxable Airport Revenue Bonds, Series 2007 (the Series 2007 Bonds) by Okaloosa County (the County). Proceeds of the Series 2007 Bonds will partially fund the development of relocated rental car service and other support facilities (the 2007 Project) at Okaloosa Regional Airport (the Airport). The 2007 Project will also be funded with federal and state grants, investment income, and Customer Facility Charges (CFCs) on a pay-as-you-go basis. Debt service on the Series 2007 Bonds will be repaid with Airport Revenues including a portion of Customer Facility Charges (CFCs) collected by the rental car companies that are pledged to debt service and coverage. This report discusses the 2007 Project, the economic base of the Air Trade Area, air traffic demand, existing airport facilities, other capital projects, an overview of the rental car industry and rental car demand at the Airport, and financial analysis related to the overall feasibility of the 2007 Project. Okaloosa County operates the Airport as well as two general aviation airports, Bob Sikes Airport and Destin/Ft. Walton Beach Airport. The Airport is a joint-use facility operated on the United States Air Force’s Eglin Air Force Base through written agreement between Okaloosa County and the Air Force. Through a joint-use agreement with the Department of the Air Force, the County is authorized to permit civil aircraft to use the flying facilities at Eglin Air Force Base. The current joint-use agreement is a 30-year agreement scheduled to expire in February 2031. In addition, the Airport Enterprise Fund of the Board of County Commissioners leases the land on which the Airport facilities are located from the United States Government under a 25-year agreement expiring in 2032. With the execution of a new lease on July 30, 2007, the County’s leasehold was increased from approximately 108 acres to approximately 131 acres, in part to support the 2007 Project. The Airport is located six miles northeast of Fort Walton Beach and primarily serves Okaloosa County and portions of Santa Rosa and Walton Counties. Approximately 370,600 passengers were enplaned at the Airport in Fiscal Year (FY) 2006. Based on passenger enplanement levels, the Airport is designated as a small-hub facility by the Federal Aviation Administration (FAA). Delta Air Lines and its affiliated carriers maintain the largest share of air traffic at the Airport and enplaned approximately 50.1 percent of the Airport’s total traffic in FY 2006. As discussed in Section 4.4.6 of this report, the County executed the Rental Car Concession Agreement and Lease (the Concession Agreement) with the five rental car companies currently operating on the Airport in October 2005. The term of the Concession Agreement extends until September 30, 2010. The County has also executed a new Rental Car Service Facilities Lease (Lease Agreement) with the rental car companies. The new Lease Agreement includes the rental car facilities in the 2007 Project. The rental car companies serving the Airport began collecting CFCs from customers renting cars at the Airport following the adoption of County Ordinance No. 04-64 (the Ordinance) on October 19, 2004. The Ordinance was amended on May 1, 2007 and the CFC level was increased from $2.50 to $3.25 per rental transaction day. As of July 1, 2007, a uniform CFC of $3.25 per rental transaction day is imposed on rental car customers’ rental agreements at the Airport. The CFC can be increased by subsequent ordinance of the County. The following section of this chapter provides a description of the 2007 Project and its estimated costs. Report of the Airport Consultant B-9 November 30, 2007 Okaloosa County Okaloosa Regional Airport 1.1 The 2007 Project In continuation of the development and expansion of the Airport, the County desires to implement the 2007 Project which includes, among other components, the relocation of all rental car service functions on the Airport to a 22.6 acre site located east of the Terminal Building. The site was recently added to the Airport leasehold following negotiations with the Air Force and the County has received the necessary approvals from the Air Force to complete the 2007 Project. Key components of the 2007 Project include site development and access improvements, the relocation of the Airport fuel farm, and the construction of relocated rental car service facilities. Site development projects include clearing and grubbing, excavation, and drainage improvements necessary to prepare the project site for development. Utilities, including an electrical duct bank, will be extended to the site to accommodate the lighting and utility service needs of the relocated fuel farm and relocated rental car service facilities. Access improvements included in the 2007 Project will provide (1) vehicular access to the site from State Road 85 to accommodate deliveries and (2) provide connection from the site to the existing terminal loop road for Ready/Return operations. The addition of turn lanes to State Road 85 is also included in the 2007 Project. The Airport’s existing fuel farm will be relocated as part of the 2007 Project. Upon its completion, the new fuel farm facility will utilize a shared fuel tank configuration in a walled containment area. The fuel facility will be operated by the Airport and will support the storage of both aviation and automotive fuels. Above ground tanks will provide storage capacity totaling 80,000 gallons for aviation fuel and 50,000 gallons for automotive fuel. Aviation fuel will be dispensed to trucks that will service aircraft on apron areas that are remote from the farm. Automotive fuel will be transported through pipelines from the fuel farm to the rental car service area. On-grade rental car facilities to be constructed as part of the 2007 Project include roadways, a consolidated rental car fueling facility, a five-bay consolidated wash building, a consolidated rental car service facility building with five bays, and associated vehicle storage parking areas. Each rental car service facility bay will include office/storage areas, a breakroom, and a vehicle maintenance area to facilitate light automotive maintenance. Exhibit I-1 presents a graphical depiction of the 2007 Project. Total estimated cost of the 2007 Project is approximately $13.2 million. The aviation component of the fuel farm relocation is a separate project included in the Airport’s Capital Improvement Program (CIP) and is not included in the cost of the 2007 Project. A portion of project costs associated with access improvements and site development are anticipated to be funded with federal and state grants. Remaining project costs are to be funded by accumulated CFC collections and the proceeds of the Series 2007 Bonds. Report of the Airport Consultant B-10 November 30, 2007 Okaloosa County Okaloosa Regional Airport B-11 Prepared by: Ricondo & Associates, Inc. Exhibit I-1 The 2007 Project Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport II. Economic Base for Air Transportation The demand for air transportation is, to a large degree, dependent upon the demographic and economic characteristics of an airport’s air trade area (i.e. the geographical area served by an airport). This relationship is particularly true for origin-destination (O&D) passenger traffic, which has been the foremost component of demand at the Airport. The major portion of demand for air travel at the Airport, therefore, is influenced more by the local characteristics of the area served than by individual air carrier decisions regarding hub and service patterns in support of connecting activity. This chapter presents data that indicate that the Airport’s air trade area has an economic base capable of supporting increased demand for air travel at the Airport during the projection period. 2.1 Air Trade Area The borders of an air trade area are influenced by the location of other metropolitan areas and their associated airport facilities. For purposes of these analyses, the primary air trade area for the Airport is the Fort Walton Beach, Crestview, Destin, Florida Metropolitan Statistical Area (MSA), as defined by the federal government’s Office of Management and Budget, and a portion of Santa Rosa and Walton Counties. The MSA includes all of Okaloosa County. According to the federal government, an MSA is a geographical area with a large population nucleus, along with any adjacent communities that have a high degree of economic and social interaction with that nucleus. It is the economic strength of the MSA that provides the primary base for supporting air transportation at the Airport. Socioeconomic data for the MSA (hereinafter referred to as the Air Trade Area) were analyzed in conjunction with those for Florida and the United States to determine the economic strength. Although only a portion of Santa Rosa and Walton Counties contribute to the Air Trade Area, statistical data are only available for the entire counties. Exhibit II-1 presents the geographical location of the Airport’s primary air trade area, as well as its proximity to alternative facilities. Passengers originating from neighboring Escambia, Holmes, and Washington counties as well as southern Alabama may represent a secondary air trade area, but most passengers using the Airport originate in the Air Trade Area. The identification of this three-county region as the Airport’s Air Trade Area also reflects consideration of the other two commercial service airports located in Western Florida, Pensacola Regional Airport (PNS) and Panama City-Bay County International Airport (PFN). Each of these airports has its own specific role and air trade area. x PNS, located approximately 50 miles west of the Airport, serves primarily the domestic travel needs of its local market, which includes the majority of Santa Rosa County. x PFN, located approximately 70 miles southeast of the Airport, serves primarily the domestic travel needs of its local market, which includes the majority of Walton County. 2.2 Population Historical population for the Air Trade Area, Florida, and the United States is presented in Table II-1. Population in the Air Trade Area increased from 253,144 people in 1990 to 328,842 people in 2000 and to 375,601 people in 2005. Between 1990 and 2005, the Air Trade Area experienced population growth at a compounded annual growth rate of 2.7 percent, which was higher than that experienced for Florida and the nation (compounded annual growth rates of 2.1 percent and 1.2 percent, respectively). Report of the Airport Consultant B-12 November 30, 2007 Okaloosa County Okaloosa Regional Airport Montgomery MISSISSIPPI GEORGIA ALABAMA Dothan HOLMES ESCAMBIA WASHINGTON Mobile Pensacola Okaloosa Regional Airport Tallahassee Panama City FLORIDA SANTA ROSA* OKALOOSA WALTON* Okaloosa Regional Airport * The Primary Air Trade Area includes a portion of Santa Rosa and Walton Counties Mileage from VPS Pensacola .......................................................................50 Panama City...................................................................70 Mobile (AL) .................................................................. 130 Dothan (AL).................................................................. 135 Tallahassee .................................................................. 170 Montgomery (AL) ........................................................ 190 Source: Cartesia Software, Map Art, 1998. Prepared by: Ricondo & Associates, Inc. Exhibit II-1 Primary Air Trade Area Report of the Airport Consultant B-13 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-1 Historical & Projected Population Area Okaloosa Santa Rosa Walton Compounded Annual Growth Rate Historical Projected 1990-2000 2000-2005 1990-2005 2005-2015 1990 Historical 2000 2005 Projected 2015 143,776 81,608 27,760 170,498 117,743 40,601 182,172 143,105 50,324 225,000 178,800 77,200 1.7% 3.7% 3.9% 1.3% 4.0% 4.4% 1.6% 3.8% 4.0% 2.1% 2.3% 4.4% Air Trade Area 253,144 328,842 375,601 481,000 2.7% 2.7% 2.7% 2.5% State of Florida 12,937,926 15,982,378 17,789,864 21,831,500 2.1% 2.2% 2.1% 2.1% 248,709,873 281,421,906 296,410,404 312,268,000 1.2% 1.0% 1.2% 0.5% United States Sources: U.S. Department of Commerce, Bureau of the Census (historical - all areas; projected - U.S.) University of Florida, Bureau of Economic and Business Research, Bulletin No. 147, February, 2007. (Medium-growth depicted.) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-14 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-1 also presents population projections for the Air Trade Area, Florida, and the nation for 2015. As shown, population in the Air Trade Area is expected to increase from 375,601 people in 2005 to 481,000 in 2015. This increase represents a compounded annual growth rate of 2.5 percent during this period, which is higher than that projected for both Florida and the nation (compounded annual growth rates of 2.1 percent and 0.5 percent, respectively). 2.3 Income One measure of the relative income of an area is its effective buying income (EBI). EBI is essentially disposable personal income and includes personal income less personal taxes (federal, state, and local), non-tax payments including fines and penalties, and personal contributions for social insurance. EBI is a composite measurement of market potential and indicates the general ability to purchase an available product or service. According to Sales and Marketing Management Magazine, of the top 300 Metropolitan and Micropolitan Statistical Areas in the nation, the MSA ranked 109th in Median Household EBI in 2005. 1 Table II-2 presents per capita EBI for the Air Trade Area, Florida, and the nation between 2000 and 2005. Per capita EBI for the Air Trade Area was lower than Florida in each year between 2000 and 2005. Per capita EBI for the Air Trade Areas was lower than the U.S. in 2000 and 2001, but surpassed the U.S. in 2002 and has been higher in each subsequent year with the differential increasing in each year. Also as shown, per capita EBI for the Air Trade Area increased at a compounded annual growth rate of 4.6 percent between 2000 and 2005, which was higher than that for Florida and the nation during this same period (compounded annual growth rates of 2.6 and 1.4 percent, respectively). EBI in the Air Trade Area increased 12.4 percent from 2001 to 2002. Most of this increase occurred in Walton County and can be attributed to significant growth in the area adding higher-salaried employees to the Air Trade Area. Table II-2 also presents projections of per capita EBI for 2010, the latest year for which such projections are currently available. According to Sales and Marketing Management magazine, per capita EBI for the Air Trade Area is projected to increase from $20,354 in 2005 to $22,961 in 2010. This increase represents a compounded annual growth rate of 2.4 percent during this period, which is slightly higher than projected for Florida and the nation. An additional indicator of the market potential for air transportation demand is the percentage of households in the higher income categories. An examination of this indicator is important in that as personal income increases, air transportation becomes more affordable and, therefore, is used more frequently. Table II-2 also presents percentages of households in selected EBI categories for 2005. As shown, 17.5 percent of households in the Air Trade Area had an EBI of $75,000 or more in 2005, which was comparable to the 17.6 percent for Florida and 17.9 percent for the nation. 2.4 Employment Recent employment trends for the Air Trade Area, Florida, and the United States are presented in Table II-3. The Air Trade Area’s civilian labor force increased from approximately 140,000 workers in 1995 to approximately 186,000 workers in 2005. This increase represents a compounded annual growth rate of 2.9 percent during this period, compared to 2.1 percent for Florida and 1.2 percent for the nation. Table 1 The Office of Management and Budget revised its geographical census definitions to include Metropolitan and Micropolitan Statistical Areas, collectively called Core Based Statistical Areas (CBSAs). The CBSA Metropolitan Areas have at least one central urbanized core area of 50,000 people and the CBSA Micropolitan Areas have at least one urbanized core area of at least 10,000 people, but fewer than 50,000. Report of the Airport Consultant B-15 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-2 Effective Buying Income Per Capita EBI Year Air Trade Area Florida United States Historical 2000 2001 2002 2003 2004 2005 $16,261 $16,719 $18,787 $18,984 $19,657 $20,354 $18,272 $18,671 $19,474 $19,741 $20,394 $20,770 $18,426 $18,491 $18,375 $18,662 $19,289 $19,779 $22,961 $22,923 $21,852 Projected 2010 Compounded Annual Growth Rate 2000 - 2005 2005 - 2010 4.6% 2.4% 2.6% 2.0% 1.4% 2.0% Percentage of Households in Income Categories (2005 EBI) Income Category Air Trade Area Florida United States 25.1% 35.9% 21.5% 10.4% 7.1% 29.0% 34.4% 19.0% 9.5% 8.1% 27.6% 34.2% 20.3% 9.7% 8.2% Less than $24,999 $25,000 to $49,999 $50,000 to $74,999 $75,000 to $99,999 $100,000 or More Sources: Sales & Marketing Management, Survey of Buying Power , 2001-2005 TradeDimensions International, Inc., Demographics USA 2006 - County Edition Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-16 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-3 Civilian Labor Force & Unemployment Rates Civilian Labor Force (000's) Year Air Trade Area Florida United States 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 140 143 149 153 157 155 159 164 171 180 186 7,045 7,208 7,409 7,573 7,711 7,870 7,998 8,125 8,246 8,451 8,711 132,304 133,943 136,297 137,673 139,368 142,583 143,734 144,863 146,510 147,401 149,320 2.9% 2.1% 1.2% Compounded Annual Growth Rate 1995 - 2005 Unemployment Rates Year Air Trade Area Florida United States 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 4.3% 3.9% 3.8% 3.8% 3.7% 3.7% 4.2% 4.7% 4.0% 3.7% 3.1% 5.5% 5.3% 5.0% 4.5% 4.0% 3.8% 4.7% 5.7% 5.3% 4.7% 3.8% 5.6% 5.4% 4.9% 4.5% 4.2% 4.0% 4.7% 5.8% 6.0% 5.5% 5.1% Source: U.S. Department of Labor, Bureau of Labor Statistics Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-17 November 30, 2007 Okaloosa County Okaloosa Regional Airport II-3 presents average annual unemployment rates for the Air Trade Area, which were consistently below those for Florida and for the nation each year between 1995 and 2005. An analysis of nonfarm employment trends by major industry division is presented in Table II-4, which compares the Air Trade Area’s employment trends to those for the nation for 2001 and 2005. As shown, nonfarm employment in the Air Trade Area increased from approximately 102,541 workers in 2001 to approximately 121,887 workers in 2005. This increase represents a compounded annual growth rate of 4.4 percent during this period, which was higher than the 0.1 percent growth rate nationwide during this same period. The largest employers in the Air Trade Area include the military and associated services as well as tourism service and health care. Major employers in the Air Trade Area, as measured by the number of employees, are presented in Table II-5 and includes ResortQuest International, Wal-Mart Stores, Crestview Aerospace, Sandestin Golf & Beach Resort and the Fort Walton Beach Medical Center. 2.5 Economic Base This section reviews the local economy in greater detail to more clearly examine the basis for the economic strength of the Air Trade Area. On June 12, 2007, The Wall Street Journal reported that Fort Walton Beach ranked second in the Moody’s Economy.com Business Vitality Index, which compares 379 U.S. metropolitan areas using a number of metrics, from household income growth to regional cost structure to employment volatility. The city trailed only Austin, Texas among the nation’s most vital markets. 2.5.1 Services Services employment in the Air Trade Area increased at a compounded annual growth rate of 2.5 percent between 2001 and 2005 compared to 1.5 percent for the nation. The services sector is the largest segment of employment in the Air Trade Area and in 2005, and accounted for approximately 53,018 employees in the Air Trade Area (43.5 percent of total nonfarm employment), the highest employment level among sectors. 2.5.1.1 Travel and Tourism Tourism is a significant economic contributor for the Air Trade Area, attracting visitors to the sugar-white beaches and other outdoor recreational opportunities. Although tourism peaks in the spring and summer, vacationers and part-time residents from the northern United States and Canada enjoy the mild fall and winter months. Well known beaches that attract tourists to the Air Trade Area include the following: x Navarre Beach in Santa Rosa County - 12 miles of coastline; eight miles undeveloped; 130 acres in total. x Destin and Fort Walton Beach in Okaloosa County - 24 miles of beach. x The Beaches of Walton County - 26 miles of beach in 14 separate communities. According to the Okaloosa County Economic Development Council, an estimated 4.5 million people visit the beaches every year, contributing $1 billion annually and stimulating the need for 35,000 tourismrelated positions in Okaloosa County. Tourism provides over 45 percent of the sales tax returned by the Report of the Airport Consultant B-18 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-4 Employment Trends by Major Industry Division Air Trade Area Nonfarm Employment Industry Services Trade Government Construction 1/ Financial Manufacturing Information 2/ Transportation/Utilities TOTAL3/ United States Nonfarm Employment (000's) Compounded Annual Growth Rate 2001 53,018 22,716 12,811 12,545 8,887 6,225 2,932 2,753 2.5% 2.8% 4.9% 14.9% 9.7% 5.7% 4.8% (0.33%) 49,415 21,011 21,118 7,432 7,807 16,441 3,629 4,971 52,537 21,044 21,804 7,964 8,153 14,226 3,061 4,915 1.5% 0.0% 0.8% 1.7% 1.1% (3.55%) (4.17%) (0.28%) 121,887 4.4% 131,824 133,704 0.1% 2001 2005 48,109 20,316 10,569 7,197 6,138 4,996 2,426 2,790 102,541 Compounded Annual Growth Rate 2005 Percent of 2005 Nonfarm Employment Services 39.3% Trade 15.7% 16.3% 10.3% Construction 6.0% 7.3% 6.1% 5.1% Financial Manufacturing Transportation/Utilities 1/ 2/ 3/ 10.6% 2.4% 2.3% 2.3% 3.7% 0.0% United States 18.6% 10.5% Government Information 43.5% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 50.0% Air Trade Area Includes natural resources and mining employment. The information sector includes communications, publishing, motion picture and sound recording, and on-line services. Some information was not disclosable because the data did not meet BLS or State agency disclosure standards therefore the data was not included above. Source: U.S. Department of Labor, Bureau of Labor Statistics Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-19 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-5 Major Employers Employer Employees Product or Service Private Employers: 1/ ResortQuest International Wal-Mart Stores Crestview Aerospace Sandestin Golf & Beach Resort Fort Walton Beach Medical Center BAE Systems Tybrin Corporation Baptist Health Systems Metric Systems Corporation Sverdrup Technology Hilton Sandestin Beach Resort North Okaloosa Medical Center Santa Rosa Medical Center Sacred Heart Hospital on the Emerald Coast L3 Communications Manufacturing Technologies, Inc. Perdue Farms White-Wilson Medical Center TRX Fulfillment Services Bridgeway Center, Inc. Mold-Ex/Southland Arvida/St. Joe Company Air Products & Chemicals HealthMark Regional Medical Center Mediacom Seaside Development Corporation Professional Products, Inc. The Listener Group Exxon-Mobile 1,815 1,441 1,220 1,200 941 910 875 850 730 650 600 585 536 500 470 450 400 380 330 277 270 255 240 238 210 175 170 150 135 Resort Property Management Retail Aircraft Manufacturing, Maintenance, & Modification Resort Full Service Hospital Range Test Facilities, Logistics, Electronics Engineering Analysis & Software Development Healthcare Defense Electronics Engineering Services Resort Healthcare Healthcare Healthcare Aircraft Maintenance & Support Engineering, Development, and Avionics Poultry Processing Outpatient Medical Services Travel Fulfillment Services Healthcare Rubber Products Resort/Real Estate Development Chemicals Healthcare Cable TV and Internet Resort/Real Estate Development Manufacturer of Orthopedic Devices Market Research Petroleum Products 8,400 3,300 3,000 1,005 900 867 490 Military Education Education Education Government Government Government Public Employers: 2/ Eglin Air Force Base Okaloosa County Schools Santa Rosa County School District Walton County School District Okaloosa County Santa Rosa County Walton County 1/ 2/ Abbott Resorts was purchased by ResortQuest International in 2005. Source: Air Armament Center Economic Impact Analysis. Source: Team Santa Rosa Economic Development Council, Inc. Economic Development Council of Okaloosa County, Inc. Walton County Chamber of Commerce Enterprise Florida, Inc. (Walton County) Okaloosa County Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-20 November 30, 2007 Okaloosa County Okaloosa Regional Airport State of Florida to Okaloosa County from tourism services and product sales and over 35 percent of the gas tax revenues returned for local area road repairs 2 . Okaloosa County is host to many festivals and special events throughout the year. The Emerald Coast Conference Center hosts trade shows, conferences, regional association meetings, local and state meetings and entertainment events. The facility includes banquet and theatre facilities and has 21,000 square feet of meeting rooms. Sporting function capabilities include dance, cheerleading, gymnastics, wrestling, and martial arts competitions. In the fall season, Autumn Tides, a four-month festival, is held annually in Walton County. The 14 beach communities combine to host this festival, which includes oceanfront events, outdoor concerts, fresh seafood feasts and local art shows. Additionally, Santa Rosa County hosts the Beaches to Woodlands Tour which is a multi-week series of festivals and special events held at various venues along the coast. 2.5.1.2 Recreational and Sports Activities Due to the temperate climate, visitors enjoy many outdoor activities in the Air Trade Area year-round. Tennis enthusiasts and golfers visit the area to take advantage of the many tennis facilities and the numerous private, semi-private and public golf courses. Other recreational activities center on natural activities and include hiking, biking, camping, and water sports on the rivers, lakes and waterways in the Air Trade Area. The Blackwater River State Forest is located on 189,000 acres and includes many hiking, biking and canoe trails. Other parks and waterways in the Air Trade Area include Blackwater River State Park, which offers camping, swimming, fishing, nature studies, hiking and horse stables; a portion of the Florida Trail; the Eglin Reservation, 280,000 acres on the Eglin AFB, portions of which are open conditionally to public recreation; a portion of the Gulf Islands National Seashore Park - a 160-mile national park; Choctawahatchee Bay and the Intercoastal Waterway. Fishing is popular in the region and offers onshore freshwater fishing as well as offshore fishing in the Gulf of Mexico. Other tourism attractions in the Air Trade Area include the Air Force Armament Museum, the only U.S. museum dedicated to the display of Air Force armament; Florida’s Gulfarium, America’s second oldest marine park; and The Zoological Park & Botanical Gardens of Northwest Florida. 2.5.1.3 Medical and Health The Air Trade Area offers a wide range of advanced medical services including the following facilities: 2 x Fort Walton Beach Medical Center. In 2007, this 247-bed medical center was ranked among the nation's top 5 percent of hospitals by HealthGrades, an independent health care ratings company and also earned the Distinguished Hospital Award for Clinical Excellence. Fort Walton Beach Medical Center is the sixth-largest employer in the Air Trade Area, employing almost 1,000 employees. x North Okaloosa Medical Center. This 110-bed facility provides 24-hour emergency care; specialized programs for women, children, and seniors and provides education about health and wellness. x Santa Rosa Medical Center. Santa Rosa Medical Center is Santa Rosa County’s largest healthcare facility. The 129-bed acute care facility provides services that include 24-hour physician- Source: Okaloosa Tourist Development Council 2004 Report of the Airport Consultant B-21 November 30, 2007 Okaloosa County Okaloosa Regional Airport staffed emergency care, women’s services including the Baby Suite Family Birthing Center, day surgery, critical care, high-tech radiology, skilled nursing facilities, business health program and physician referral. The facility employees more than 500 people in the Air Trade Area. x Baptist Health Care Gulf Breeze Hospital. As a 60-bed acute care hospital Gulf Breeze Hospital provides a variety of medical services. Gulf Breeze Hospital's workforce of more than 400 people includes employees at the Baptist Medical Park in Navarre. x Sacred Heart Hospital on the Emerald Coast. The 50-bed hospital located east of Destin offers a wide range of medical and surgical services, including an intensive care unit, general and orthopedic surgery, cardiology, cancer care, comprehensive radiology and laboratory services, rehabilitation services, as well as 24-hour emergency care. Approximately 500 employees staff the hospital. x Healthmark Regional Medical Center. The 50-bed, 58,000 square foot facility in DeFuniak Springs serves Walton County with a full range of medical services and employs more than 200 people in the Air Trade Area. x Twin Cities Hospital. Twin Cities Hospital offers 65 inpatient beds and a wide variety of services including its Wellness Center, critical care units, the Cardiac Rehabilitation Program, 24hour emergency room services, and the Senior Friends Program. x White-Wilson Medical Center. A physician-owned, multi-specialty group of professionals provide comprehensive primary and specialty healthcare services to Okaloosa County and the Emerald Coast from 4 locations of this major outpatient medical facility. White-Wilson Medical Center employs more than 50 physicians in 17 different specialties. x Baptist Health Care Jay Hospital. This 55-bed hospital serves Jay, Century, Flomaton and other small communities in the northwest Florida and southern Alabama area. The hospital offers services such as CT and MRI scans, 24-hour emergency room, mammography, outpatient surgery, a 24-hour nurse advice line and physician appointment/referral services. 2.5.1.4 Higher Education Higher education is provided in the Air Trade Area by several colleges and universities, including the following: x University of West Florida has several campuses located in the Air Trade area including campuses at Crestview, Niceville, Fort Walton Beach, Eglin Air Force Base and Hurlburt Air Force Base. Total enrollment at UWF including its main campus in Pensacola totals approximately 10,000 students. x Okaloosa - Walton College is one of 28 community colleges in the State of Florida and one of several Florida community colleges authorized to offer bachelor’s degrees. Approximately 14,600 and 4,800 students were enrolled on a part-time and full-time basis, respectively, for the 2005/2006 school year. Other universities that have campuses in the Air Trade Area include Troy University, Embry Riddle Aeronautical University, The University of Oklahoma and The University of Arkansas, all located in Okaloosa County. 2.5.2 Trade Trade employment in the Air Trade Area increased at a compounded annual growth rate of 2.8 percent between 2001 and 2005, compared to flat growth for the nation (0 percent). In 2005, the trade sector Report of the Airport Consultant B-22 November 30, 2007 Okaloosa County Okaloosa Regional Airport accounted for approximately 22,716 employees in the Air Trade Area (18.6 percent of total nonfarm employment). One indicator of growth in the trade sector is retail sales, defined as all net sales (gross sales minus refunds and allowances for returns) for establishments engaged primarily in retail trade. Table II-6 presents total retail sales for the Air Trade Area, Florida, and the nation between 2001 and 2006. As shown, total retail sales for the Air Trade Area increased from $3.9 billion in 2001 to $7.1 billion in 2006. This increase represents a compounded annual growth rate of 12.5 percent during this period, which was higher than that for Florida and the nation (compounded annual growth rates of 8.5 and 4.4 percent, respectively) and reflects the growth in population. Table II-6 also presents projections of total retail sales for 2011, the latest year for which projections are currently available. According to Sales and Marketing Management magazine, total retail sales for the Air Trade Area are projected to increase at a compounded annual growth rate of 5.4 percent between 2006 and 2011, higher than the growth for both Florida and the nation during this same period. 2.5.3 Government Government employment in the Air Trade Area increased at a compounded annual growth rate of 4.9 percent between 2001 and 2005, compared to 0.8 percent for the nation. In 2005, this sector accounted for approximately 12,811 employees in the Air Trade Area (10.5 percent of total nonfarm employment). The Air Trade Area is an important center for the military and its presence is a significant primary economic generator. The Air Trade Area supports three military installations, Eglin Air Force Base, Hurlburt Field, and Duke Field, all on one of the largest military bases in the world; Eglin Air Force Base, covering 724 square miles of land and 101,165 square miles of water in the Gulf of Mexico. These three installations are collectively known as the Eglin Complex. The local bases support over 60,000 active military, civil service, and military dependents. The Eglin Complex is estimated to contribute $1.5 billion economic impact to the Air Trade Area in FY 2006. This estimate does not include the impact from retired military and spouses. 3 2.5.4 Construction Construction employment in the Air Trade Area increased at a compounded annual growth rate of 14.9 percent between 2001 and 2005 (the highest-growing sector during this period), compared to 1.7 percent for the nation. In 2005, the construction sector accounted for approximately 12,545 employees in the Air Trade Area (approximately 10.3 percent of total nonfarm employment). Table II-7 presents major new and expanded business development in the Air Trade Area. Okaloosa County, along with the Eglin Complex, is currently planning some major infrastructure improvements across Okaloosa County. These improvements include a Mid-Bay Bridge expansion, a Highway 98 by-pass across three counties, and a new air traffic control tower in Destin. Other planned development includes: x 3 Pace / Pea Ridge Commercial Development. A shopping center is planned in the fast growing Pace / Pea Ridge area and will result in the largest single commercial development in that area. Air Armament Center; Economic Impact Analysis 2006. Report of the Airport Consultant B-23 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-6 Total Retail Sales (Dollar Amounts in Millions) Year Air Trade Area Florida United States $3,925 $3,959 $4,237 $4,612 $5,146 $7,061 $213,757 $211,717 $218,991 $229,956 $252,984 $321,733 $3,658,749 $3,627,218 $3,724,992 $3,906,482 $4,206,053 $4,539,497 $9,169 $408,737 $5,256,887 2001 - 2006 12.5% 8.5% 4.4% 2006 - 2011 5.4% 4.9% 3.0% Historical 2001 2002 2003 2004 2005 2006 Projected 2011 Compounded Annual Growth Rate Sources: Sales & Marketing Management, Survey of Buying Power , 2001-2005 TradeDimensions International, Inc., Demographics USA 2006 - County Edition Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-24 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-7 Recent New & Expanded Businesses 1 Company Products or Service Meltpro H.T. Hackney Company Boise Cascade Hope Lumber Company Baaron Rentals Project Crystal Andrews Institute Expanded Correction Facility Manufacturing Distribution & Logistics Manufacturing Manufacturing Manufacturing Customer Service Medical Government Investment ($000) $500-$1,000 $5,000-$10,000 $5,000-$10,000 $1,000-$5,000 $500 $2,000 $15,000 $12,500 New Jobs 15 100 100 50 10 400 125 65 Source: Team Santa Rosa, Economic Development Council, Inc.; Okaloosa County Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-25 November 30, 2007 Okaloosa County Okaloosa Regional Airport x Santa Rosa Commons. Mpirical Development of St. Louis is developing 40 acres for commercial use on U.S. 90. x Jubilee Housing Development. Construction of the largest development in Santa Rosa County is scheduled to begin in 2007 on a 2,700 acre-site. The first phase of development will include construction of 588 homes and a golf course. The project will ultimately include development of retail shops and restaurants for residents. Forty percent of the site is wetlands, which will be set aside for preservation. x Okaloosa County Jail. The Department of Corrections has planned a 256-bed direct supervision facility. Design is underway and construction of the estimated $12.5 million facility is expected to begin at the end of 2007. x Walton County/Destin Beach Restoration. A beach restoration project totaling $27.7 million was completed in June 2007, which restored beaches in the Okaloosa and Walton Counties. x Business Park. The Air Force has entered into a lease with a developer to build a high-tech business park adjacent to the University of Florida Research and Engineering Education Facility (REEF). The complex is expected to be 1.1 million square feet on 100 acres very near the airport. Table II-8 presents residential building permit units and valuations for the Air Trade Area, Florida, and the United States from 2000 to 2005. As shown, residential building permit units in the Air Trade Area increased from 4,009 in 2000 to 7,793 in 2005; and building permit valuation increased from approximately $562 million to approximately $1.8 billion during this same period. These increases represent compounded annual growth rates of 14.2 percent and 25.6 percent, respectively. As also shown, these respective growth rates were higher than Florida and the nation during this same period. 2.5.5 Financial Finance/insurance/real estate employment in the Air Trade Area increased at a compounded annual growth rate of 9.7 percent between 2001 and 2005, compared to 1.1 percent for the nation. In 2005, this sector accounted for approximately 8,887 employees in the Air Trade Area (7.3 percent of total nonfarm employment). Table II-9 presents total bank deposits for the Air Trade Area, Florida, and the nation for the 12 months ending June 30th between 1996 and 2006. As shown, total bank deposits in the Air Trade Area increased from $2.4 billion on June 30, 1996 to $5.7 billion on June 30, 2005. This increase represents a compounded annual growth rate of 9.0 percent during this period, which was higher than both Florida and the nation during this same period (compounded annual growth rates of 7.4 and 6.8 percent, respectively). 2.5.6 Manufacturing, Information, Transportation / Utilities Manufacturing employment in the Air Trade Area increased from 4,996 to 6,225 employees between 2001 and 2005 and accounted for approximately 5.1 percent of total nonfarm employment. This increase reflects the opposite trend being experienced in the United States for the same time period in which the number of manufacturing employees decreased by 3.6 percent. The information sector includes communications, publishing, motion picture and sound recording, and online services. Information employment in the Air Trade Area increased at a compounded annual growth rate of 4.8 percent between 2001 and 2005, compared to decrease of 4.2 percent for the nation. In 2005, the information sector accounted for approximately 2,932 employees in the Air Trade Area (2.4 percent of total nonfarm employment). Report of the Airport Consultant B-26 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-8 Residential Building Permit Units & Valuation Air Trade Area State of Florida United States Year Units Valuation ($000) Units Valuation ($000) Units Valuation ($000) 2000 2001 2002 2003 2004 2005 4,009 4,311 4,361 5,432 7,325 7,793 $561,770 $574,780 $725,831 $885,036 $1,387,343 $1,757,358 155,269 167,035 185,431 213,567 255,893 287,250 $17,462,411 $19,465,400 $22,467,802 $28,351,596 $36,959,407 $46,802,753 1,592,267 1,636,676 1,747,678 1,889,214 2,070,077 2,155,316 $185,743,681 $196,242,858 $219,188,681 $249,693,105 $292,413,691 $329,254,469 14.2% 25.6% 13.1% 21.8% 6.2% 12.1% Compounded Annual Growth Rate 2000 - 2005 B-27 Source: U.S. Department of Commerce, Bureau of the Census Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table II-9 Total Bank Deposits (Dollar Amounts in Thousands) Total Bank Deposits Year 1/ 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Air Trade Area State of Florida United States $2,426,000 $2,508,000 $2,628,000 $2,775,000 $2,949,000 $3,193,000 $3,366,000 $3,742,000 $4,486,000 $5,678,000 $5,739,000 $178,524,000 $183,620,000 $194,203,000 $200,783,000 $207,852,000 $222,797,000 $242,821,000 $268,174,000 $300,961,000 $342,821,000 $363,415,000 $3,328,303,000 $3,496,763,000 $3,657,849,000 $3,783,554,000 $4,003,744,000 $4,326,207,000 $4,606,092,000 $5,132,110,000 $5,464,782,000 $5,933,763,000 $6,449,864,000 9.0% 7.4% 6.8% Compounded Annual Growth Rate 1996 - 2006 1/ Twelve months ending June 30. Source: Federal Deposit Insurance Corporation (FDIC) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-28 November 30, 2007 Okaloosa County Okaloosa Regional Airport Transportation/utilities employment in the Air Trade Area slightly decreased at a compounded annual growth rate of 0.3 between 2001 and 2005, comparable to the nation, which also decreased at a compounded annual growth rate of 0.3 percent. In 2005, the transportation/utilities sector accounted for approximately 2,753 employees in the Air Trade Area (2.3 percent of total nonfarm employment). 2.5.7 Quality of Life The Air Trade Area has consistently been identified by various respected resources as one of the best leisure destinations in the nation. According to the Okaloosa Economic Development Council, the beaches in Okaloosa County have received the following recognition: x “Best Beaches for Vacationing” by USA Today, Parent Magazine, and Florida Living Magazine x Destin, Florida - “A Top-Ten Vacation Rental Destination for 2004” by Hotel.com x “Best Beach in The South & Top Family Destination” by Southern Living Magazine (seven years in a row) x Okaloosa County, Florida was declared “One of the Top-Ten Best Small Places To Live” by Forbes Magazine for five years and was identified as being in the “Top 100 Least Stressed Areas” by The Business Xpansion Journal, 2000. x Taimerica Management Company recognized this area as one of the Top Ten Fasting Growing Metros in America in 2000. 4 2.6 Summary A summary of the socioeconomic trends in the Air Trade Area includes the following trends: 4 x Population growth in the Air Trade Area between 1990 and 2005 was higher than that experienced in Florida and nationwide. Population growth in Okaloosa County 1990 and 2005 was lower than experienced in Florida but in the other two counties, populations grew at a rate almost double that of the State of Florida. Population growth in the Air Trade Area between 2005 and 2015 is expected to exceed that projected for Florida and the nation. x Between 2000 and 2005, per capita EBI for the Air Trade Area increased at a compounded annual growth rate that was greater than that for both Florida and the nation. According to Sales and Marketing Management magazine, continued strong growth in per capita EBI for the Air Trade Area is expected between 2005 and 2010. x Average annual unemployment rates for the Air Trade Area were below those for Florida and the nation between 1995 and 2005. x With the exception of transportation employment which remained relatively flat, all of the major industry groups in the Air Trade Area experienced positive growth between 2001 and 2005, with the highest growth occurring in the construction and financial sectors. x The temperate climate and natural resources of the Air Trade Area attract many tourists to the area, many traveling into the area via the Airport. x The Air Trade Area is an important center for the military and the military presence is a significant economic generator. Okaloosa Economic Development Council website. Report of the Airport Consultant B-29 November 30, 2007 Okaloosa County Okaloosa Regional Airport x The economic base of the Air Trade Area is stable and diversified, and is capable of supporting increased demand for air travel at the Airport during the projection period. Report of the Airport Consultant B-30 November 30, 2007 Okaloosa County Okaloosa Regional Airport III. Air Traffic This chapter describes historical and projected aviation activities at the Airport and discusses key factors affecting these activity levels. 3.1 Regional Perspective The Airport is part of a wide, multi-airport catchment area that also includes Pensacola Regional Airport (Pensacola) and Panama City-Bay County International Airport (Panama City). As shown earlier on Exhibit 2.1, Pensacola is located in Escambia County, Florida, approximately 50 miles west of the Airport; while Panama City is located in Bay County, Florida, approximately 70 miles east of the Airport. These three airports are located in the Florida Panhandle, which includes the westernmost 16 counties in Florida. Each of these airports serves O&D passengers, with little or no connecting passenger traffic. Table III-1 presents regional shares of historical enplanements for these airports during calendar year (CY) 1996 through CY 2006. As shown, regional enplanements increased from 921,551 in CY 1996 to 1.4 million in CY 2006, a compounded annual growth rate of 3.9 percent. The compounded annual growth rate was 5.0 percent for the Airport, 4.0 percent for Pensacola, and 1.6 percent for Panama City during this same period. On a weighted average basis, the Airport had a 29.9 percent share of regional enplanements between CY 1996 and CY 2006, while Pensacola and Panama City had a 54.9 and 15.1 percent share, respectively. The presence of the low-cost carrier AirTran in the region, however, has provided a shifting of these shares of enplanements among the airports. AirTran initiated service at the Airport in October 1996 with low-fare service to Atlanta. With the resultant diversion of passengers from Pensacola and Panama City, the Airport’s share of regional enplanements increased from 24.4 percent in CY 1996 to a high of 36.8 percent in CY 2000. In November 2001, AirTran shifted its service to Pensacola after aggressive marketing efforts by that airport to increase air service from Pensacola. As a result, the Airport’s share of regional enplanements decreased from 35.7 percent in CY 2001 to 27.0 percent in CY 2006, while Pensacola’s share increased from 48.4 percent to 60.0 percent during this same period. Exhibit III-1 illustrates the trends in regional shares of enplanements for the three airports. This shifting of service by AirTran from the Airport to Pensacola in November 2001 (i.e., early FY 2002) is also reflected in average fares and revenue yield per coupon mile (revenue yields) trends for these three airports. 1 As shown in Table III-2, average fares at the Airport were significantly below those for Pensacola and Panama City each year between FY 1998 and FY 2001; however, average fares at the Airport were higher than those for Pensacola beginning in FY 2002, with the difference increasing each year through FY 2006. As also shown, revenue yields for the Airport were relatively stable through the years shown on Table III-2; however, revenue yields decreased significantly at Pensacola in FY 2002, from approximately $0.1700 between FY 1995 through FY 2002 to $0.1384 in FY 2003, and remained relatively stable at this level through FY 2005. Revenue yields at Pensacola increased by approximately $0.02 in FY 2006 from the previous year’s levels; however, they remained below revenue yields for the Airport and Panama City during this same period. Exhibit III-2 and Exhibit III-3 illustrate the trends in average fares and revenue yields, respectively, for the three airports. 1 Revenue yield is the average revenue received from each passenger for each mile flown on a particular route. Report of the Airport Consultant B-31 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-1 Regional Shares of Enplanements Calendar Year 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Okaloosa Regional Enplanements Regional Share 225,112 277,547 291,903 366,592 411,593 388,275 342,183 359,219 395,012 404,783 365,045 B-32 1996 - 2006 Weighted Average 24.4% 27.1% 28.3% 33.8% 36.8% 35.7% 28.9% 29.1% 29.7% 28.6% 27.0% Pensacola Regional Enplanements Regional Share 546,132 574,604 570,614 545,887 526,438 526,628 668,832 690,095 741,311 821,477 812,121 59.3% 56.1% 55.3% 50.4% 47.1% 48.4% 56.6% 55.8% 55.7% 58.0% 60.0% Panama City-Bay County International Enplanements Regional Share 150,307 172,246 169,494 170,863 179,570 173,385 171,456 187,066 195,688 189,938 176,640 16.3% 16.8% 16.4% 15.8% 16.1% 15.9% 14.5% 15.1% 14.7% 13.4% 13.0% Regional Total 921,551 1,024,397 1,032,011 1,083,342 1,117,601 1,088,288 1,182,471 1,236,380 1,332,011 1,416,198 1,353,806 29.9% 54.9% 15.1% 100.0% 5.0% 4.0% 1.6% 3.9% Compounded Annual Growth Rate 1996 - 2006 Sources: Okaloosa County Airport Administration Pensacola Regional Airport Panama City-Bay County International Airport Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport 70% 60% 50% 40% 30% 20% 10% B-33 0% CY 96 97 98 99 Okaloosa 00 01 Pensacola 02 03 04 05 06 Panama City Sources: Okaloosa County Airport Administration; Pensacola Regional Airport; Panama City - Bay County International Airport Prepared by: Ricondo & Associates, Inc. Exhibit III-1 Regional Shares of Enplanements Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-2 Fare and Yield Market Averages Fiscal Year Okaloosa Regional 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 $175 $157 $152 $146 $146 $151 $150 $162 $167 $170 $208 Average Fares Pensacola Regional $158 $154 $161 $164 $172 $172 $134 $134 $138 $144 $166 Panama City-Bay County International Okaloosa Regional $178 $171 $163 $174 $174 $173 $159 $165 $178 $179 $210 $0.1785 $0.1688 $0.1610 $0.1651 $0.1654 $0.1639 $0.1500 $0.1612 $0.1650 $0.1626 $0.1997 Revenue Yield per Coupon Mile Pensacola Panama City-Bay Regional County International $0.1702 $0.1577 $0.1663 $0.1666 $0.1746 $0.1690 $0.1384 $0.1367 $0.1346 $0.1397 $0.1616 $0.1845 $0.1744 $0.1674 $0.1791 $0.1685 $0.1671 $0.1537 $0.1601 $0.1715 $0.1732 $0.2046 B-34 Source: O&D Survey of Airline Passenger Traffic, U.S. DOT Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport $220 $210 $200 $190 $180 $170 $160 $150 $140 B-35 $130 $120 FY 96 97 98 99 Okaloosa Source: O&D Survey of Airline Passenger Traffic, U.S. DOT Prepared by: Ricondo & Associates, Inc. 00 01 Pensacola 02 03 04 05 06 Panama City Exhibit III-2 Average Fares Comparison Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport $0.2100 $0.2000 $0.1900 $0.1800 $0.1700 $0.1600 $0.1500 $0.1400 B-36 $0.1300 $0.1200 FY 96 97 98 99 Okaloosa Source: O&D Survey of Airline Passenger Traffic, U.S. DOT Prepared by: Ricondo & Associates, Inc. 00 01 Pensacola 02 03 04 05 06 Panama City Exhibit III-3 Revenue Yields Comparison Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-3 presents a comparison of daily nonstop service at these three facilities. As shown, the Airport has a total of 23 daily nonstop flights to six markets; Pensacola has a total of 44 daily nonstop flights to nine markets, and Panama City has a total of 12 daily nonstop flights to three markets. As also shown, the three airports primarily serve as spokes to hub airport systems, although there is intrastate service provided to certain destination markets such as Fort Lauderdale, Orlando, and Tampa. On September 15, 2006, the FAA delivered its Final Agency Decision stating a recommendation to move the current location for Panama City approximately 12 miles northwest to a 4,000-acre west Bay County site. It is currently estimated that the new airport will open in late 2009/early 2010. 3.2 Airlines Serving the Airport As of September 2007, the Airport had scheduled passenger service provided by seven U.S. carriers: American Eagle, Atlantic Southeast (d/b/a the Delta Connection), Chautauqua and ExpressJet (both d/b/a Continental Express), Delta, Gulfstream (d/b/a the Continental Connection), and Northwest. As discussed in more detail below, nonstop service from the Airport is provided primarily to these airlines’ respective hubs (Atlanta, Dallas, Houston, and Memphis), with Gulfstream also providing nonstop service to Tampa from the Airport. Table III-4 lists the airlines serving the Airport as of September 2007. On September 14, 2005, both Delta and Northwest voluntarily filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. Delta and Northwest filed their respective Plan of Reorganization and related Disclosure Statement with the U.S. Bankruptcy Court on December 19, 2006 and February 16, 2007, respectively. Delta emerged from Chapter 11 on April 30, 2007, and Northwest emerged from Chapter 11 on May 31, 2007. Table III-5 presents the historical air carrier base at the Airport between FY 1997 and FY 2007 (through August 2007). Specific points concerning the air carrier base at the Airport are discussed below: x Atlantic Southeast has provided service at the Airport during each year shown on Table III-2. Operating as the Delta Connection, this airline provided nonstop service to Delta’s Atlanta hub during these years, as well as nonstop service to Delta’s Dallas hub between late FY 2002 and early FY 2005. Delta initiated mainline service at the Airport in FY 2002 with three daily nonstop flights to Atlanta and continues to operate at the Airport. Delta’s subsidiary Comair provided nonstop service from the Airport to Delta’s Cincinnati hub between FY 2002 and FY 2005 and a portion of FY 2007; however, not on a daily basis. Operating as the Delta Connection, Freedom provided service at the Airport between April 2007 and August 2007 with daily nonstop service to Atlanta. x Northwest has also provided service at the Airport during each year shown on Table III-2, with three to four daily nonstop flights to its Memphis hub. x Chautauqua and ExpressJet operate as Continental Express at the Airport, while Gulfstream operates as the Continental Connection. ExpressJet has provided service at the Airport since FY 2003 with one daily nonstop flight to Continental’s Houston hub. After US Airways Express discontinued service at the Airport in mid-FY 2005, having previously provided nonstop service to Orlando and Tampa, Gulfstream initiated service at the Airport soon thereafter with three daily nonstop flights to Tampa. Chautauqua initiated service at the Report of the Airport Consultant B-37 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-3 Nonstop Market Comparison Okaloosa Regional Market Daily Flights Atlanta 4 3 1 6 2 1 3 3 - Charlotte Chicago Dallas Fort Lauderdale Houston B-38 Memphis Orlando Tampa TOTAL Airlines Atlantic Southeast (DL) Delta Air Lines American Eagle American Eagle Chautauqua (CO) ExpressJet (CO) Northwest Gulfstream (CO) - 23 Pensacola Regional Daily Flights 5 2 6 3 1 2 6 2 5 3 3 2 4 44 Airlines AirTran Atlantic Southeast (DL) Delta Air Lines Mesa (US) PSA (US) American Eagle American Eagle Freedom (DL) Chautauqua (CO) Pinnacle (NW) Freedom (DL) Freedom (DL) Gulfstream (CO) Panama City-Bay County International Daily Flights Airlines 7 - Atlantic Southeast (DL) - 3 2 - Pinnacle (NW) Freedom (DL) - 12 Source: Official Airline Guide, Inc., September 19, 2007. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-4 Airlines Serving the Airport 1/ Airlines (7) Doing Business As: American Eagle Atlantic Southeast Chautauqua Delta Air Lines 2/ Delta Connection Continental Express ExpressJet Gulfstream Northwest 3/ 1/ 2/ 2/ Continental Express Continental Connection As of September 2007. Delta filed for reorganization under Chapter 11 of the Bankruptcy Code on September 14, 2005. It emerged from bankruptcy protection on April 30, 2007. Northwest filed for reorganization under Chapter 11 of the Bankruptcy Code on September 14, 2005. It emerged from bankruptcy protection on May 31, 2007. Source: Okaloosa County Airport Administration Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-39 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-5 Air Carrier Base Air Carrier Atlantic Southeast (d/b/a Delta Connection) Northwest Delta ExpressJet (d/b/a Continental Express) American Eagle Gulfstream (d/b/a Continental Connection) Chautauqua (d/b/a Continental Express) FY 1997 FY 1998 FY 1999 FY 2000 FY 2001 FY 2002 FY 2003 FY 2004 FY 2005 FY 2006 FY 2007 1/ z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z z Air Carriers No Longer Serving the Airport Freedom (d/b/a Delta Connection) 2 Comair (d/b/a Delta Connection) US Airways Express Mesaba (d/b/a Northwest Airlink) SkyWest (d/b/a Delta Connection) AirTran B-40 1/ 2/ z z z z z z z z z z z z z z z z z z z z z z z z As of September 2007. Provided one nonstop flight to Cincinnati on Saturdays between June 9, 2007 and August 18, 2007. Source: Official Airline Guide, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Airport in mid-FY 2007 with one daily nonstop flight to Continental’s Houston hub, reducing ExpressJet’s nonstop service to Houston from three daily flights to two daily flights. Chautauqua currently provides two daily nonstop flights to Houston. x With Atlantic Southeast discontinuing nonstop service to Dallas from the Airport in early FY 2005, American Eagle initiated nonstop service to Dallas from the Airport later that fiscal year with four daily flights (currently with six daily nonstop flights to this market). On September 5, 2007, American Eagle initiated nonstop service to Chicago with one daily flight. x AirTran initiated low-fare service at the Airport in the first month of FY 1997 (then ValuJet until October 1997), providing nonstop service to Atlanta with three daily flights. As discussed in the next section, this low-fare service stimulated passenger traffic at the Airport between FY 1997 and FY 2001, with the incumbent Delta carriers providing competitive low-fare service during this same period to maintain their share of the Atlanta market. In November 2001, AirTran discontinued its service at the Airport and shifted its low-fare Atlanta service to Pensacola Regional Airport that same month. This shifting of service was due to incentives provided at this facility created through an airline travel bank. 2 The Pensacola Air Travel Bank with AirTran was set up with $2.1 million and 319 local businesses. x As discussed above, US Airways Express discontinued service at the Airport in mid-FY 2005. Up to this point, this airline provided daily nonstop flights to Tampa and Orlando, as well as daily direct flights to these same markets through Panama City. 3.3 Historical Passenger Activity This section presents historical trends in enplaned passengers at the Airport and the major factors influencing these trends, as well as historical market shares of enplanements by airline. 3.3.1 Enplaned Passengers Table III-6 presents historical data for enplaned passengers at the Airport and the nation. As shown, passenger activity at the Airport increased from 209,149 enplanements in FY 1996 to 370,558 in FY 2006. This increase represented a compounded annual growth rate of 5.9 percent during this period, compared to 1.8 percent growth nationwide. As also shown, the Airport’s share of U.S. enplanements increased from 0.038 percent in FY 1996 to 0.055 percent in FY 2006, reflective of the higher compounded annual growth rate experienced at the Airport than that for the nation during this period. Specific details concerning enplaned passengers at the Airport between FY 1996 and FY 2007 (through August 2007) are discussed below: x 2 FY 1996 - FY 2001. The Airport experienced significant growth in enplanements between FY 1996 and FY 2001, increasing from 209,149 enplanements in FY 1996 to 410,324 enplanements in FY 2001, the highest enplanment level at the Airport in any fiscal year to date. This increase represented a compounded annual growth rate of 14.4 percent during this An airline travel bank is not a typical subsidy or revenue guarantee. It is the financial commitment of a business community to use a specific air service initiative for a specified period. At the core of an airline travel bank is a banking arrangement that contractually locks in the financial commitment of individual businesses in the community to support the partner airline. Report of the Airport Consultant B-41 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-6 Historical Enplanements Fiscal Year 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Airport Enplanements Airport Growth 209,149 269,038 282,020 352,340 403,095 410,324 329,481 355,367 388,958 407,053 370,558 28.6% 4.8% 24.9% 14.4% 1.8% (19.7%) 7.9% 9.5% 4.7% (9.0%) 342,665 364,494 6.4% U.S. Domestic Enplanements 557,000,000 577,800,000 590,400,000 610,900,000 641,200,000 626,800,000 574,600,000 587,800,000 628,500,000 668,000,000 1/ 667,700,000 U.S. Growth Market Share 3.7% 2.2% 3.5% 5.0% (2.2%) (8.3%) 2.3% 6.9% 6.3% (0.0%) 0.038% 0.047% 0.048% 0.058% 0.063% 0.065% 0.057% 0.060% 0.062% 0.061% 0.055% October - August FY 2006 FY 2007 N/A N/A Compounded Annual Growth Rate 1/ 1996 - 2001 2001 - 2002 2002 - 2006 14.4% (19.7%) 3.0% 2.4% (8.3%) 3.8% 1996 - 2006 5.9% 1.8% Estimated by the FAA. Sources: Okaloosa County Airport Administration (Airport activity); FAA (U.S. activity) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-42 November 30, 2007 Okaloosa County Okaloosa Regional Airport period, compared to 2.4 percent nationwide. The initiation of service at the Airport by AirTran in FY 1997 and the competitive response by Delta carriers to maintain their market share during this period was the primary factor contributing to this significant growth in passenger activity at the Airport. Whereas AirTran’s share of Airport enplanements increased from 2.9 percent in FY 1996 to 23.7 percent in FY 2001, Delta carriers’ share of Airport enplanements was relatively stable during this period, ranging from a high of 50.3 percent in FY 1997 to a low of 45.1 percent in FY 2000. Delta carriers’ share of Airport enplanements was 45.4 percent in FY 2001. 3 x FY 2002. Passenger activity at the Airport decreased from 410,324 enplanements in FY 2001 to 329,481 in FY 2002, a decrease of 19.7 percent during this period compared to an 8.3 percent decrease nationwide. The significant decrease in activity nationwide was primarily due to the terrorist attacks of September 11, 2001 (hereinafter referred to as September 11) and the nationwide economic slowdown. Although these events were contributing factors in the decrease in Airport enplanements in FY 2002 (enplanements for Northwest and US Airways decreased 24.8 percent and 30.1 percent, respectively, in FY 2002 from FY 2001 levels, resulting in a combined decrease of 32,204 enplanements for these two carriers), the discontinuation of service by AirTran from the Airport in early FY 2002 was also a factor affecting passenger activity levels at the Airport during this fiscal year. However, enplanements for Delta carriers increased from 186,165 in FY 2001 to 228,420 in FY 2002, as Delta initiated mainline service at the Airport in the first month of FY 2002 utilizing 142-seat MD-80 aircraft to complement its Atlantic Southeast service to Atlanta. x FY 2003 - FY 2005. Passenger activity at the Airport increased from 329,481 enplanements in FY 2002 to 407,053 in FY 2005, nearly matching the Airport’s highest fiscal year enplanement level reached in FY 2001. This increase represented a compounded annual growth rate of 7.3 percent, compared to 5.1 percent nationwide. The majority of this growth was due to increased service at the Airport by Delta carriers during this period, as passenger activity for these carriers increased from 228,420 enplanements in FY 2002 to 278,761 in FY 2005 (accounting for approximately 65 percent of the total increase in enplanements at the Airport during this period). During this period, Delta expanded its mainline service to Atlanta from the Airport and added Delta Connection service to Dallas, the top-ranked origin-destination (O&D) market for the Airport in FY 2006. 3 Based on Official Airline Guide data, scheduled departing aircraft seats for Delta carriers increased at a compounded annual growth rate of 6.5 percent between FY 2002 and FY 2005. In addition, ExpressJet initiated service at the Airport in late FY 2003 providing service to Houston, the seventhranked O&D market for the Airport in FY 2006. x FY 2006. Passenger activity at the Airport decreased from 407,053 enplanements in FY 2005 to 370,558 enplanements in FY 2006, a 9.0 percent decrease during this period. As discussed earlier, both Delta and Northwest filed for bankruptcy protection under Chapter 11 in late FY 2005. Although traffic levels for Northwest remained relatively stable at the Airport between FY 2005 and FY 2006 (79,370 and 78,783 enplanements, respectively), activity for Delta carriers decreased from 278,761 enplanements in FY 2005 to 185,752 in FY 2006 (a 33.4 percent decrease during this period). This decrease was primarily due to Delta’s decision to cut back service systemwide to increase load factors and enhance revenue Although Atlantic Southeast discontinued nonstop service to Dallas in early FY 2005, American Eagle initiated nonstop service to this top O&D market from the Airport later that fiscal year. Report of the Airport Consultant B-43 November 30, 2007 Okaloosa County Okaloosa Regional Airport performance as a strategy to emerge from Chapter 11. This systemwide cutback by Delta in FY 2006 was evident at the Airport, as scheduled departing aircraft seats for Delta carriers at the Airport decreased from 398,876 seats in FY 2005 to 234,256 in FY 2006.4 This 41.3 percent decrease in departing seats was similar to the 33.4 percent decrease in enplanements for this carrier in FY 2006 from FY 2005 levels. Although American Eagle and Continental Express increased by a combined 60,272 enplanements at the Airport in FY 2006, the significant decrease in service by Delta carriers offset this increase for an overall 9.0 percent decrease in passenger activity in FY 2006. x 3.3.2 FY 2007 Year-to-Date. Based on data through August 2007, enplanements at the Airport for 11 months of FY 2007 were 6.4 percent higher than enplanement levels for a similar period in FY 2006 (364,494 and 342,665 enplaned passengers, respectively). Although Delta enplanements were nearly 40 percent below its FY 2006 levels during 11 months of FY 2007, enplanements for its subsidiary Atlantic Southeast was nearly 35 percent above its FY 2006 levels during 11 months of FY 2007. The initiation of service by Chautauqua and Freedom at the Airport in April 2007 provided approximately 50 percent of the growth experienced during this period. Enplaned Passengers by Airline Table III-7 presents the historical share of enplanements by airline at the Airport between FY 2002 and FY 2006. As shown, Delta carriers maintained an approximate 70 percent share of enplanements at the Airport between FY 2002 and FY 2005. As also shown, Northwest maintained an approximate 26 percent share of Airport enplanements in FY 2002 and FY 2003; however, this share decreased to 20 percent in FY 2004 and FY 2005 due to full fiscal years of activity by Continental Express during this period. With the cutback in service by Delta and increased passenger activity by American Eagle and Continental Express in FY 2006, a shifting of shares of enplanements occurred during this period. Although Northwest maintained its approximate 20 percent share of Airport enplanements in FY 2006, approximately 20 percent of the Delta carriers’ share was redistributed to American Eagle and Continental Express. Delta carriers, however, maintained the highest share of enplanements at the Airport with approximately 50 percent of the total in FY 2006. 3.4 Historical Air Service An important airport characteristic is the distribution of its O&D markets, which is a function of air travel demands and available services and facilities. This is particularly true for the Airport, as it services primarily O&D passengers. Table III-8 presents historical data on the Airport’s primary (i.e., top 20) O&D markets for FY 2001 and FY 2006. As shown, the Airport primarily served medium-haul markets in the periods depicted, with an average stage length (i.e., passenger trip distance) of 800 miles in FY 2001 and 922 miles in FY 2006. The Airport’s average stage lengths during these periods reflect the Airport’s geographical location and strong local demand for major southern (i.e., Dallas and Atlanta) and eastern (i.e., Washington and New York) markets. Changes in the O&D rankings and passenger levels are discussed below: x 4 With the exception of Dallas, the rankings for the top four O&D markets in FY 2001 remained relatively unchanged in FY 2006. However, the number of O&D passengers for This systemwide cutback by Delta in FY 2006 was also evident at Pensacola and Panama City, as scheduled departing aircraft seats for Delta carriers at these airports decreased 23.9 percent and 6.6 percent, respectively, in FY 2006 from FY 2005 levels. Report of the Airport Consultant B-44 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-7 Historical Enplaned Passengers by Airline FY 2002 Airline Delta Carriers (DL) Northwest 1/ (NW) American Eagle (AE) Continental Express (CE) 2/ AirTran (AT) 3/ US Airways Express (US) AIRPORT TOTAL 1/ 2/ 3/ 4/ 4/ Enplaned Passengers 228,420 85,524 6,395 9,142 329,481 FY 2003 Share Enplaned Passengers 69.3% 26.0% 1.9% 2.8% 245,479 93,132 5,875 10,881 100.0% 355,367 FY 2004 Share Enplaned Passengers 69.1% 26.2% 1.7% 3.1% 275,662 80,909 20,796 11,591 100.0% 388,958 FY 2005 Share Enplaned Passengers 70.9% 20.8% 5.3% 3.0% 278,761 79,370 13,719 32,032 3,171 100.0% 407,053 FY 2006 Share Enplaned Passengers Share 68.5% 19.5% 3.4% 7.9% 0.8% 185,752 78,783 56,202 49,821 - 50.1% 21.3% 15.2% 13.4% - 100.0% 370,558 100.0% Includes data for Mesaba in FY 2003 and FY 2004. Discontinued service at the Airport in November 2001. Discontinued service at the Airport in January 2005. Columns may not add to totals shown because of rounding. B-45 Source: Okaloosa County Airport Administration Prepared by: Ricondo & Associates, Inc. FY 2002 Enplanement Market Shares US Airways Express, 2.8% Northwest, 26.0% FY 2006 Enplanement Market Shares CO Express, 13.4% AirTran, 1.9% American Eagle, 15.2% Delta, 50.1% Delta, 69.3% Report of the Airport Consultant Northwest, 21.3% November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-8 Primary O&D Passenger Markets FY 2001 FY 2006 Trip Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Market Atlanta Washington New York Memphis Chicago Dallas Boston Philadelphia Minneapolis Dayton Orlando St Louis Detroit Los Angeles Pittsburgh Norfolk Fort Lauderdale Kansas City Raleigh Denver Length Total O&D 1/ SH MH MH SH MH MH MH MH MH MH SH MH MH LH MH MH SH MH SH MH Passengers 92,230 45,770 40,400 33,310 29,140 29,080 24,870 20,590 18,920 16,350 14,090 13,860 13,050 12,300 11,990 11,230 10,050 9,990 9,890 9,130 Trip Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Average Market Dallas Atlanta Washington New York Memphis St Louis Houston Las Vegas Tampa Chicago Baltimore Denver Minneapolis Los Angeles Boston Kansas City San Antonio Philadelphia Detroit Dayton Length MH SH MH MH SH MH SH MH SH MH MH MH MH LH MH MH MH MH MH MH 800 Airport 2/ 922 United States 811 United States 865 2/ Passengers 42,190 35,100 33,430 27,380 25,190 19,030 18,590 18,280 16,840 16,120 14,270 14,250 13,540 12,930 12,570 12,170 10,350 9,850 9,530 9,450 Average Airport 2/ 1/ Total O&D 1/ (SH) Short Haul = 0 to 600 miles (MH) Medium Haul = 601 to 1,800 miles (LH) Long Haul = over 1,800 miles Average calculated for all of the Airport's O&D markets. Source: O&D Survey of Airline Passenger Traffic, U.S. DOT Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-46 November 30, 2007 Okaloosa County Okaloosa Regional Airport each of these markets (Atlanta, Washington, New York, and Memphis) decreased in FY 2006 from FY 2001 levels. The Atlanta market experienced the most significant decrease, from 92,230 passengers in FY 2001 to 35,100 passengers in FY 2006. This decrease was primarily due to the discontinuation of service by AirTran at the Airport in FY 2002, the resultant higher fares (on average, approximately $50 higher per ticket in FY 2006 compared to FY 2001), and the reduction of service by Delta carriers at the Airport in FY 2006. The decreases in O&D passengers for the other three markets were primarily due to higher fares. x O&D traffic to the Dallas market from the Airport increased from 29,080 passengers in FY 2001 to 42,190 in FY 2006, resulting in this market becoming the top-ranked O&D market at the Airport in FY 2006. This increase was primarily due to American Eagle initiating daily nonstop service to Dallas from the Airport in late FY 2005. x Connecting service from the Airport to Orlando, Pittsburgh, Fort Lauderdale, and Raleigh was provided by AirTran through Atlanta in FY 2001. These markets dropped out of the top 20 O&D markets in FY 2006 primarily due to higher fares (on average, approximately $130, $50, $45, and $75 higher per ticket, respectively, in FY 2006 compared to FY 2001 levels). As of September 2007, daily nonstop service was provided to six markets with a total of 23 flights: Delta’s Atlanta hub with seven flights, American’s Dallas hub with six flights, Continental’s Houston hub with three flights, and Northwest’s Memphis hub with three flights. On September 5, 2007, American Eagle initiated nonstop service to Chicago with one daily flight. Table III-9 presents the Airport’s nonstop markets as of September 2007, including the markets served, daily flights, and airlines providing nonstop flights. This current commercial traffic level is well below the maximum 84 civilian aircraft operations (takeoffs and landings) permitted under the Joint-Use Agreement between the U.S. Air Force and the City for utilizing the airfield at the Airport. 3.5 Historical Commercial Aircraft Operations and Landed Weight This section presents historical commercial aircraft operations and landed weight by majors/nationals and regionals/commuters. Majors/nationals are passenger air carriers having the majority of its scheduled and/or nonscheduled service using aircraft with more than 90 seats. Regionals/commuters predominantly utilize aircraft with 90 seats or less. 3.5.1 Commercial Aircraft Operations Table III-10 presents historical commercial operations at the Airport between FY 2001 and FY 2006. As shown, total commercial activity at the Airport ranged from a high of 17,352 operations in FY 2004 to a low of 14,216 operations in FY 2002. Specific points concerning trends in operational activity by major user category at the Airport are discussed below: x Majors/Nationals. With AirTran discontinuing service at the Airport in early FY 2002, major/national activity decreased 9.6 percent in FY 2002 from FY 2001 levels, from 5,266 operations to 4,758 operations during this period. This decrease was lessened by Delta initiating mainline service at the Airport in the first month of FY 2002. Delta continued to steadily increase its mainline presence at the Airport, as major/national activity increased to 5,538 operations by FY 2005. At its peak in FY 2005, Delta provided five to six daily mainline flights to its Atlanta hub from the Airport. Delta’s decision to cut back service systemwide as a strategy to emerge from Chapter 11 resulted in major/national operations and scheduled seats to decrease 28.4 percent and 48.8 percent, respectively, in FY 2006 from FY 2005 levels. Mainline activity by Northwest at the Airport was relatively stable between Report of the Airport Consultant B-47 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-9 Nonstop Markets Daily Nonstop Flights Number of Airlines Atlanta Chicago Dallas Houston Memphis Tampa 7 1 6 3 3 3 2 1 1 2 1 1 TOTAL 23 Market Airline(s) Atlantic Southeast (4), Delta (3) American Eagle American Eagle Chautauqua (2), ExpressJet (1) Northwest Gulfstream Source: Official Airline Guide, Inc., September 19, 2007 Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-48 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-10 Historical Commercial Aircraft Operations Fiscal Year 2001 2002 2003 2004 2005 2006 Majors/ Nationals 5,266 4,758 4,902 4,872 5,538 3,964 Regionals/ Commuters 11,806 9,458 10,774 12,480 9,806 10,726 Airport Total 17,072 14,216 15,676 17,352 15,344 14,690 Compounded Annual Growth Rate 2001 - 2006 (5.5%) (1.9%) (3.0%) Source: Okaloosa County Airport Administration Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-49 November 30, 2007 Okaloosa County Okaloosa Regional Airport FY 2001 and FY 2006, with approximately three to four daily flights to its Memphis hub during this period. x 3.5.2 Regionals/Commuters. Regional/commuter activity at the Airport decreased from 11,806 operations in FY 2001 to 9,458 operations in FY 2002, primarily due to the shifting of certain Atlantic Southeast operations to Delta mainline service in FY 2002. With the continued expansion of service by Delta carriers at the Airport, as well as the initiation of service by ExpressJet at the Airport in mid-FY 2004, regional/commuter activity increased from 9,458 operations in FY 2002 to 12,480 operations in FY 2004. With the discontinuation of service by US Airways Express at the Airport in mid-FY 2005, regional/commuter activity decreased 21.4 percent in FY 2005 from FY 2004 levels (from 12,480 operations in FY 2004 to 9,806 operations in FY 2005). The initiation of service by Gulfstream at the Airport in mid-FY 2006 offset the 29.4 percent decrease in scheduled seats by Atlantic Southeast in FY 2006, resulting in activity by this major user group to increase from 9,806 operations in FY 2005 to 10,726 in FY 2006, an increase of 9.4 percent during this period. Landed Weight by Commercial Airlines Table III-11 presents the historical share of landed weight by commercial airlines at the Airport between FY 2002 and FY 2006. As shown, Delta carriers and Northwest had a combined 85 to 90 percent share of Airport landed weight between FY 2002 and FY 2005. Similar to enplanements, approximately 20 percent of the Delta carriers’ share of Airport landed weight was redistributed to American Eagle and Continental Express in FY 2006 due to cutbacks in Delta service systemwide during this period. Delta carriers, however, maintained the highest share of landed weight at the Airport with approximately 50 percent of the total in FY 2006. 3.6 Factors Affecting Aviation Demand The projections included herein were prepared on the basis of measurable factors (e.g., socioeconomic variables) that determine aviation activity at the Airport. This section discusses qualitative factors that could influence future aviation activity at the Airport. 3.6.1 National Economy Air travel demand is directly correlated to income. As consumer income and business profits increase, so does air travel. Economic indicators in the nation prior to September 11 were beginning to show signs of a recession. In November 2001, the National Bureau of Economic Research officially announced that in March 2001 the U.S. economy had entered its 10th recession since the end of World War II. The loss of household wealth dampened consumer confidence and significantly reduced consumer spending. According to the Bush Administration’s Council of Economic Advisers (Council), business investment slowed sharply in late 2000 and remained soft for more than two years. Also according to the Council, the U.S. economy lost over 900,000 jobs from December 2000 to September 2001, and then lost almost another 900,000 jobs in the three months following September 11. 5 The effects of September 11 accelerated the downturn in consumer spending on consumer goods and services, including spending on air travel. 5 Economic Report of the President, February 2005. Report of the Airport Consultant B-50 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-11 Historical Landed Weight by Airline (Weight in 1,000 Pound Units) FY 2002 Airline Landed Weight Delta Carriers 1/ Northwest 262,378 119,800 American Eagle Continental Express 2/ AirTran US Airways Express 3/ AIRPORT TOTAL 1/ 2/ 3/ 4/ Landed Weight 265,566 135,645 11,232 34,262 61.4% 28.0% 2.6% 8.0% 427,673 100.0% - 4/ FY 2003 Share FY 2004 Share Landed Weight 326,293 109,046 35,291 59.6% 30.4% 2.0% 7.9% 445,536 100.0% 9,034 - FY 2005 Share Landed Weight 351,465 108,984 12,015 45,883 34,735 65.3% 21.8% 6.0% 6.9% 500,008 100.0% 29,934 - FY 2006 Share Landed Weight 215,532 107,713 60,250 64,497 8,340 66.7% 20.7% 2.3% 8.7% 1.6% 526,686 100.0% 447,992 - - Share 48.1% 24.0% 13.4% 14.4% 100.0% Includes data for Mesaba in FY 2003 and FY 2004. Discontinued service at the Airport in November 2001. Discontinued service at the Airport in January 2005. Columns may not add to totals shown because of rounding. B-51 Source: Okaloosa County Airport Administration Prepared by: Ricondo & Associates, Inc. FY 2002 Landed Weight Market Shares US Airways Express, 8.0% FY 2006 Landed Weight Market Shares CO Express, 14.4% AirTran, 2.6% American Eagle, 13.4% Northwest, 28.0% Delta, 48.1% Delta, 61.4% Northwest, 24.0% Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport According to the Council, economic conditions improved substantially in 2003 due to faster growth in household consumption, significant gains in residential investment, and strong growth in investment in equipment and software by businesses. Also according to the Council, the recovery of the national economy became a full-fledged expansion in 2004, with strong output growth and steady improvement in the labor market. This expansion of the U.S. economy continued in 2005 and 2006, with the economy increasing 3.1 percent and 3.4 percent, respectively, from the previous year, and payroll employment increased by 2.0 million employees in 2005 and 2.2 million employees in 2006. 6 , 7 According to the Council, economic expansion is expected to continue, with economic growth projected to continue at approximately 3.0 percent in 2007 and thereafter, while the unemployment rate is projected to remain stable and below 5.0 percent. 8 Blue Chip Economic Indicators, a consensus forecast of 50 U.S. economists, also predicts GDP growth to remain near this 3.0 percent level (2.8 percent for the second half of 2007 and 2.9 percent for 2008), confirming the Council’s forecast as well as those by the Federal Reserve Board for expansion to continue at a moderate pace. The expected growth in the economy is a factor included in the assumptions underlying the projections included herein. 3.6.2 State of the Airline Industry The U.S. aviation industry has been significantly affected by a number of events that occurred earlier this decade (e.g., September 11, the economic slowdown, the outbreak of SARS in Asia and Canada, and the Middle East conflicts). These events contributed to substantial financial losses for the aviation industry between 2001 and 2005 ($35 billion in cumulative net losses during this period, excluding extraordinary restructuring charges and gains). Since the events of September 11 and the nationwide economic slowdown, numerous U.S. passenger airlines filed for bankruptcy court protection under Chapter 11, including (in chronological order) US Airways (in 2002 and 2004), United, Hawaiian, Midway, ATA, Aloha, Delta, Northwest, Mesaba, and Independence Air. Except for Midway and Independence Air, each of these airlines has since emerged from Chapter 11, most recently Delta on April 30, 2007 and Northwest on May 31, 2007. Midway and Independence Air ceased operations in 2003 and 2006, respectively. The Air Transport Association estimates that the aviation industry will report earnings ranging from $2 billion to $3 billion in 2006 and projects $4 billion in earnings for 2007. The airlines have responded to the changing nature of the industry by furloughing employees, negotiating significant wage reductions, deferring aircraft deliveries, streamlining operations, and improving productivity. While conditions have improved and the overall financial outlook is guardedly optimistic, massive debt levels, large unfunded pension obligations, and age of aircraft fleets leave the industry vulnerable to fuel spikes, recession, or other factors beyond the airlines’ control. The way airlines do business has dramatically changed over the last five years. Faced with the growth of low-cost airlines and evolving business technology, U.S. legacy airlines have been forced to change business practices. Carriers that once structured their services around the business traveler during the economic boom in the 1990s found that more and more businesses were either switching to low-cost carriers or significantly reducing or eliminating business travel. U.S. legacy carriers 6 7 8 Economic Report of the President, February 2006. Economic Report of the President, February 2007. Ibid. Report of the Airport Consultant B-52 November 30, 2007 Okaloosa County Okaloosa Regional Airport were therefore forced to reduce, eliminate, or switch service to smaller regional jets on unprofitable routes, reduce work force and implement pay cuts, and reduce fares in order to compete with lowcost carriers. A major tangible change in the airline industry has been the significantly increased use of smaller, regional jets. According to Official Airline Guide data, scheduled flights on regional jets nationwide increased from an average of 85,300 monthly departures in 2000 to 271,100 in 2006, a compounded annual growth rate of 21.3 percent during this period. Scheduled regional jet traffic nationwide accounted for approximately 33 percent of scheduled domestic flights in 2006, compared to approximately 10 percent in 2000. Most industries have one or more of three inherent structural weaknesses: labor intensive, capital intensive, and/or vulnerability to cost and supply of a key commodity (e.g., aviation fuel). Airlines have all three weaknesses. As indicated above, four of the six U.S. legacy carriers have undergone reorganization under Chapter 11 since the events of September 11. Chapter 11 protection enables these carriers the ability to pursue cuts in wages, as well as pension and health benefits for workers and retirees. American and Continental are the two U.S. legacy carriers that have not filed for bankruptcy protection since the events of September 11, which may or may not become an issue during the projection period. 3.6.3 Factors Directly Affecting the Airline Industry 3.6.3.1 Cost of Aviation Fuel As industry fundamentals go, the price of fuel is the most significant force affecting the industry today. With the price of fuel today, compared to the price of fuel in 2000, the airlines are struggling to make a profit. The average price of jet fuel was $0.81 per gallon in 2000 compared to $1.97 in 2006. According to the Air Transport Association, every one-cent increase in the price per gallon increases annual airline operating expenses by approximately $190 million to $200 million. Also according to the Air Transport Association, U.S. airline fuel expense increased from $16.4 billion in 2000 to $38.0 billion in 2006, a compounded annual growth rate of 15.0 percent during this period. The airline industry paid $7.5 billion more for fuel in 2004 than in 2003, $10.4 billion in 2005 than in 2004, and $4.9 billion more in 2006 than in 2005. According to the Air Transport Association’s airline cost index for the third quarter of 2006, fuel has overtaken labor as the industry’s top cost (27.4 percent of industry expenditures compared to 23.6 percent, respectively). The price of jet fuel has forced some airlines to find ways of becoming more fuel efficient, and some airlines have found ways to save millions of dollars by taking many steps including using newer, more fuel-efficient airplanes, using only a single engine for taxi, lowering cruise speeds, onboard weight reduction, more direct routes, and other measures. In the initial years following the events of September 11 and the nationwide economic slowdown, some U.S. airlines attempted to pass the higher fuel costs on to consumers by increasing the fuel surcharge; however, some of these attempts were unsuccessful as many airlines, particularly low-cost carriers, refused to match the increase in a number of instances. Airlines have hedged fuel prices through the purchase of oil futures contracts; however, the amount of hedged fuel cost has varied tremendously by airline and is limited by an individual airline’s financial condition. The substantial increase in fuel prices has had a significant impact on profitability and future increases or sustained higher prices could affect airfares and airline service. Report of the Airport Consultant B-53 November 30, 2007 Okaloosa County Okaloosa Regional Airport 3.6.3.2 Airport Security With enactment of the Aviation and Transportation Security Act (ATSA) in November 2001, the Transportation Security Administration (TSA) was created, which established different and improved security processes and procedures. The ATSA mandates certain individual, cargo and baggage screening requirements, security awareness programs for airport personnel and deployment of explosive detection devices. The act also permits the deployment of air marshals on all flights and requires air marshals on all "high-risk" flights. To finance these federal security services, the ATSA provides for payment by the airlines of approximately $700 million, estimated to be the cost of providing such services prior to the events of September 11, and imposes a passenger fee of $2.50 for each flight segment, not to exceed $5.00 per one-way trip. In November 2002, Congress enacted the Homeland Security Act, which created the Department of Homeland Security (DHS) to accomplish several primary goals: (1) prevent terrorist attacks within the United States, (2) reduce the nation’s vulnerability to terrorism, (3) minimize the damage of and assist in the recovery from terrorist attacks that do occur, (4) and monitor connections between illegal drug trafficking and terrorism and coordinate efforts to sever such connections. The TSA is now a part of the DHS. The Homeland Security Act extended the federal government’s guarantee of war-risk insurance to airlines through February 15, 2007, which was further extended by the Secretary of Transportation through December 31, 2007. The Homeland Security Act caps the total premium paid by any airline for war-risk insurance at no more than twice the premium the airline was paying the U.S. DOT for its third-party policy as of June 19, 2002. The Homeland Security Act also requires that carriers include methods of self-defense within their security training programs for flight attendants. The Act also requires DHS to establish a program for arming pilots, though participation in the program remains voluntary. 3.6.3.3 Threat of Terrorism As has been the case since September 11, the recurrence of terrorism incidents against either domestic or world aviation during the projection period remains a risk to achieving the activity projections contained herein. Tighter security measures have restored the public’s confidence in the integrity of U.S. and world aviation security systems. Any terrorist incident aimed at aviation would have an immediate and significant impact on the demand for aviation services. 3.6.3.4 Impact of the Airline Industry on the Airport Continued increases to the cost of aviation fuel and/or an aviation-related terrorist incident during the projection period would negatively impact activity at the Airport, as higher fuel prices may hasten the need for certain carriers serving the Airport to seek bankruptcy court protection. An aviationrelated terrorist incident would further erode the health of the aviation industry and require the airlines to refine their business plans further to remain viable, which certain airlines may not be able to implement to survive. 3.7 Projections of Aviation Demand Projections of aviation demand were analyzed on the basis of local socioeconomic and demographic factors, the Airport’s historical shares of U.S. enplanements, and anticipated trends in air carrier usage of the Airport. Report of the Airport Consultant B-54 November 30, 2007 Okaloosa County Okaloosa Regional Airport In developing the projections of enplaned passengers at the Airport, two methodologies were utilized: x Market Share Approach. In this methodology, judgments are made as to how and to what extent the Airport’s rate of growth in domestic enplanements will differ from that projected for the nation by the FAA. On a macro scale, the U.S. projection provides a growth base reflecting how industry traffic in general is anticipated to grow in the future. The growth rate used for the Airport can be reflected as an increase or decrease in its future share of the market. x Socioeconomic Regression Approach. Statistical linear regression modeling is used in this methodology, with local socioeconomic factors as the independent variable and enplaned passengers as the dependent variable. Socioeconomic factors utilized in these analyses included population, income, and employment. Of interest in the analyses, among other factors, was how well each socioeconomic variable explained the annual variations in enplaned passengers at the Airport (i.e., the model’s correlation coefficient). Historical activity by AirTran was omitted from the modeling process to prevent the resultant model projections from being biased upwards. The projections are based on a number of underlying assumptions, including: 9 x The Airport will continue its role of serving primarily O&D passengers and providing nonstop service to major hub airport systems. In addition, the Airport will continue to serve primarily medium-haul markets. x Low-cost carriers will not initiate service at the Airport or the new Panama City airport during the projection period. As such, long-term growth at the Airport will be influenced more by local socioeconomic growth rather than a stimulation or diversion of traffic demand generated by low fares. x Leakage of Airport passenger traffic from Escambia, Santa Rosa, Okaloosa, and Walton counties that occurred from AirTran moving its base of activity in the region to Pensacola will remain at current levels. x Service levels at the new Panama City airport will not be significantly different from the current levels. Although some diversion of local O&D traffic may occur from the Airport to the new Panama City airport, especially those air travelers residing in eastern Okaloosa County, it will not materially affect long-term passenger demand at the Airport. x Eglin Air Force Base’s operations will maintain its status quo during the projection period, thereby continuing to provide air travel demand from this sector. 9 Established air travel contracts and pricing at the Airport for military personnel and their dependents will remain in place during the projection period. x Military aircraft activity levels during the projection period will not prohibit the commercial airlines from increasing their aircraft activity to meet future passenger demand at the Airport. In its final report to Congress, the U.S. Department of Defense recommended personnel and mission realignments to Eglin Air Force Base that will result in an estimated $300 million in new construction and the addition of approximately 6,000 military and civilian personnel to the base by 2010. Report of the Airport Consultant B-55 November 30, 2007 Okaloosa County Okaloosa Regional Airport x Continued high fuel prices in the short term will likely have an adverse impact on airline profitability, as well as hamper the recovery plans and cost-cutting efforts of certain airlines. Higher fuel prices may cause changes in air service at the Airport; however, the passenger demand for its major O&D markets will continue to be served during the projection period. x Airline consolidation/mergers that may occur during the projection period are not likely to negatively impact passenger activity levels at the Airport due to its high percentage of O&D passengers. New airline alliances, should they develop, will be restricted to code sharing and joint frequent flyer programs, and will not reduce airline competition at the Airport. x For these analyses, and similar to the FAA's nationwide projections, it is assumed that there will not be terrorist incidents against either domestic or world aviation during the projection period. x Economic disturbances will occur during the projection period causing year-to-year traffic variations; however, a long-term increase in nationwide traffic is expected to occur (compounded annual growth rate of 3.3 percent between 2006 and 2016, as projected by the FAA). 10 Many of the factors influencing aviation demand cannot necessarily or readily be quantified; and any projection is subject to uncertainties. As a result, the projection process should not be viewed as precise. Actual future traffic levels at the Airport may differ from projections presented herein because events and circumstances do not occur as expected, and these differences may be material. 3.7.1 Enplanement Projections Table III-12 presents historical and projected enplanements for the Airport’s majors/nationals and regional/commuters. Based on 11 months of actual data and one month of scheduled data, major/national activity is expected to further decrease in FY 2007 from FY 2006 levels, as Delta continues to limit its mainline service at the Airport and shift more activity to its regional affiliates. As a result, major/national enplanements are projected to decrease 13.1 percent in FY 2007 from FY 2006 levels, while regional/commuter enplanements are projected to increase 26.4 percent during this same period. The overall impact is a 7.8 percent increase in total passenger enplanements at the Airport in FY 2007. Thereafter, total enplanements are projected to increase from 399,600 in FY 2007 to 514,300 in FY 2016. This increase represents a compounded annual growth rate of 2.8 percent during this period, compared to the 3.3 percent growth projected nationwide by the FAA. As also shown, major/national and regional/commuter enplanements are expected to increase at a compounded annual growth rate of 2.2 and 3.2 percent, respectively, between FY 2007 and FY 2016. It is anticipated that Delta’s mainline service will increase in the long term from its base level projected in FY 2007; however, it will not increase at as high a rate experienced between FY 2002 and FY 2005. The regionals/commuters’ share of total enplanements at the Airport is expected to increase slightly from approximately 62 percent in FY 2007 to approximately 64 percent in FY 2002. 3.7.2 Commercial Airline Operations Projections Table III-13 presents historical and projected commercial airline operations at the Airport. As shown, passenger airline activity is projected to increase from 14,690 operations in FY 2006 to 16,200 in FY 2007, and then to 19,180 in FY 2016. This increase represents a compounded annual 10 FAA Aerospace Forecasts, Fiscal Years 2007 – 2020. Report of the Airport Consultant B-56 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-12 Enplanement Projections Fiscal Year Majors/ Nationals Regionals/ Commuters Airport Total Regional/ Commuter Share of Total 98,401 121,683 131,830 176,212 205,691 211,085 211,004 215,166 225,154 253,617 174,046 110,748 147,355 150,190 176,128 197,404 199,239 118,477 140,201 163,804 153,436 196,512 209,149 269,038 282,020 352,340 403,095 410,324 329,481 355,367 388,958 407,053 370,558 53.0% 54.8% 53.3% 50.0% 49.0% 48.6% 36.0% 39.5% 42.1% 37.7% 53.0% 399,600 411,000 422,100 433,700 445,900 458,400 471,700 485,200 499,600 514,300 62.1% 62.5% 62.7% 62.9% 63.1% 63.4% 63.6% 63.8% 64.0% 64.2% Historical 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Projected 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 151,300 154,300 157,500 160,900 164,400 168,000 171,800 175,700 179,800 184,000 248,300 256,700 264,600 272,800 281,500 290,400 299,900 309,500 319,800 330,300 Compounded Annual Growth Rate 1996 - 2001 16.5% 12.5% 14.4% 2001 - 2002 0.0% -40.5% -19.7% 2002 - 2006 -4.7% 13.5% 3.0% 2006 - 2007 -13.1% 26.4% 7.8% 2007 - 2016 2.2% 3.2% 2.8% Sources: Okaloosa County Airport Administration (historical) Ricondo & Associates, Inc. (projected) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-57 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-13 Operations Projections Fiscal Year Majors/ Nationals Regionals/ Commuters Airport Total Historical 2001 2002 2003 2004 2005 2006 5,266 4,758 4,902 4,872 5,538 3,964 11,806 9,458 10,774 12,480 9,806 10,726 17,072 14,216 15,676 17,352 15,344 14,690 3,240 3,300 3,360 3,420 3,480 3,560 3,640 3,700 3,780 3,860 12,960 13,220 13,440 13,680 13,920 14,180 14,460 14,720 15,020 15,320 16,200 16,520 16,800 17,100 17,400 17,740 18,100 18,420 18,800 19,180 2001 - 2002 -9.6% -19.9% -16.7% 2002 - 2006 -4.5% 3.2% 0.8% 2006 - 2007 -18.3% 20.8% 10.3% 2007 - 2016 2.0% 1.9% 1.9% Projected 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Compounded Annual Growth Rate Sources: Okaloosa County Airport Administration (historical) Ricondo & Associates, Inc. (projected) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-58 November 30, 2007 Okaloosa County Okaloosa Regional Airport growth rate of 1.9 percent during this latter period, compared to 2.2 percent projected nationwide for air carriers and air taxis combined by the FAA. In general, the passenger airline projections were developed based on historical relationships between enplaned passengers, load factors, and average seating capacities of aircraft utilized at the Airport. Specifically, average seats for the majors/nationals are projected to increase slightly from approximately 120 seats in FY 2006 to approximately 121 seats in FY 2007 (based on scheduled activity provided in the Official Airline Guide), and then increase to approximately 123.5 seats by the end of the projection period. Percentage load factors for this major user group are expected to range in the mid-70s during this period, similar to that projected nationwide by the FAA. Average seats for the regionals/commuters are projected to increase from approximately 45 seats in FY 2006 to approximately 52 seats in FY 2016, while percentage load factors stay range in the high 70s/low 80s. It is expected that some shifting from the 50-seat regional jet to the 70-seat regional jet will occur during the projection period. 3.7.3 Commercial Airline Landed Weight Projections Table III-14 presents historical and projected commercial airline landed weight at the Airport. As shown, passenger airline landed weight is projected to increase from 447.992 thousand pounds in FY 2006 to 468,663 thousand pounds in FY 2007, and then to 584.950 thousand pounds in FY 2016 (a compounded annual growth rate of 2.5 percent during this latter period). In general, the increases in landed weight are expected as a result of anticipated use of larger aircraft and/or increased operations at the Airport during the projection period. Report of the Airport Consultant B-59 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table III-14 Landed Weight Projections (Weight in Thousand Pounds) Fiscal Year Majors/ Nationals Regionals/ Commuters Airport Total Historical 2001 2002 2003 2004 2005 2006 273,116 271,562 266,555 277,396 328,294 223,419 211,658 156,111 178,982 222,612 198,392 224,573 484,774 427,673 445,536 500,008 526,686 447,992 188,627 191,876 195,117 198,348 201,571 205,942 210,301 213,494 217,831 222,156 280,037 288,700 296,601 305,048 313,607 322,731 332,435 341,803 352,229 362,794 468,663 480,576 491,717 503,397 515,178 528,673 542,736 555,297 570,061 584,950 Projected 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Compounded Annual Growth Rate 2001 - 2002 -0.6% -26.2% -11.8% 2002 - 2006 -4.8% 9.5% 1.2% 2006 - 2007 -15.6% 24.7% 4.6% 2007 - 2016 1.8% 2.9% 2.5% Sources: Okaloosa County Airport Administration (historical) Ricondo & Associates, Inc. (projected) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-60 November 30, 2007 Okaloosa County Okaloosa Regional Airport IV. Airport Facilities and the Rental Car Industry This section presents a review of existing Airport facilities, and facilities at the County’s two general aviation airports, and provides a description of major projects included in the current capital improvement program. 4.1 Okaloosa Regional Airport The Airport is a commercial service airport located on the northwest side of the airfield at Eglin Air Force Base in northwest Florida. The Airport is located six miles northeast of Fort Walton Beach and serves an area including Okaloosa County and portions of Santa Rosa and Walton Counties. Okaloosa County manages the Airport, along with two other general aviation facilities, Bob Sikes Airport and Destin/Ft. Walton Beach Airport. Vehicular access to the Airport is provided via State Highway 85, a major roadway bisecting Eglin Air Force Base. From areas south and west, including Fort Walton Beach and Destin, regional access to Highway 85 and the Airport is provided via Highways 98 and 393. Fifteen miles to the north, Interstate 10 provides access to Highway 85 from areas such as Panama City to the east and Pensacola to the west. The Airport is one of 22 joint-use airports in the country. As a joint-us facility, a written agreement between a military department, in this case the Air Force, and Okaloosa County authorizes use of the military airfield facilities for a public airport. The Airport is one of 12 joint-use Air Force facilities in the country, there are nine army joint-use facilities and one navy facility. The County leases land from the Air Force on which the Airport’s terminal and ancillary facilities are located, and pays additional fees based on the number of civilian operations occurring on the airfield. Following the completion of the Airport’s 1998 master plan and based on recommendations therein, the Airport began the planning, design, and construction of a new terminal facility. At that time, the age and condition of the Airport’s existing 38,000 square foot terminal building, and the increasing passenger levels accommodated by the Airport, dictated the need for a larger, more modern facility. Existing Airport facilities are illustrated in Exhibit IV-1 and can be summarized as follows: x Airfield Facilities. The airfield facilities at the Airport (the “Airfield”) consist of two precision instrument runways, Runway 12/30 and Runway 1/19, together with associated taxiways, aircraft parking aprons and an Air Force air traffic control tower. Runway 12/30 is 12,005 feet long and Runway 1/19 is 10,012 feet long and both are equipped with high intensity runway edge lighting with sequenced flashers located on each end of the runways. Both runways are available to the County based on the Joint Use Agreement. With the exception of the civilian aircraft Taxiways D-1 and D-2 and the terminal apron, all airside facilities are maintained by the Air Force. Taxiways D-1 and D-2 are parallel taxiways providing access from the terminal aircraft parking apron to Runway 12/30 and its northern parallel taxiway. Both taxiways are equipped with medium intensity taxiway edge lighting. The dual taxiway system provides for the ability to operate simultaneous arriving and departing operations without undue aircraft hindrance or delay. x Terminal Facilities. The new two-story terminal facility, with an area of approximately 110,000 square feet, opened on November 14, 2004. The new terminal includes three passenger loading bridges on the upper-level east side of the concourse and three regional jet gate areas on the lower-level west side. In addition to areas for airlines, the new terminal Report of the Airport Consultant B-61 November 30, 2007 Okaloosa County Okaloosa Regional Airport Okaloosa Regional Airport Terminal B-62 Prepared by: Ricondo & Associates, Inc. Exhibit IV-1 Airport Diagram Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport includes areas for five rental car operators, limited space for the Transportation Security Administration (TSA), and the Airport’s administration and maintenance departments. The terminal building was designed and constructed in a manner that will allow it to accommodate expansion needs, including extension of the concourse, should the need arise. x Rental Car Areas. There are currently five rental car companies operating on-site at the Airport. Each company currently leases rental car counter and office space totaling approximately 750 square feet in the passenger terminal to support their on-Airport operations. The on-site manager and other staff generally share these offices. The rental car companies share a consolidated service facility located west of the passenger terminal building. The existing consolidated service facility consists of a paved area covered by a metal roof structure that is portioned into six bays. Each bay consists of a fuel pump, water hose connections, vacuums, and miscellaneous wash equipment. Vehicles are fueled and then hand washed prior to being rented to a new customer. Current industry standard is the use of automated car wash facilities which provide greater efficiency in the rental car service process and reduce environmental impacts. The construction of new rental car service facilities on an area located on the east side of the passenger terminal is a key component of the Series 2007 Project. Included in this project is the construction of office/storage areas, vehicle maintenance areas, a five-bay consolidated car wash building, a consolidated fueling facility, and vehicle storage areas for each rental car operator. The Airport’s primary ready/return areas, Ready Area A and Ready Area B, are located west and east of the terminal building, respectively. Each of these are paved lots. Ready Area A contains a total of 286 parking spaces and Ready Area B provides 164 spaces. An additional ready space area provides 282 parking spaces for vehicle storage. On an annual basis, rental car operators are allocated ready/return spaces in these areas based on their market share at the Airport. x Public/Employee Parking. Existing public and employee parking facilities at the Airport comprise a total of approximately 1,910 vehicle parking spaces. Existing parking facilities and their respective capacities are summarized as follows: - Long Term - 795 total spaces including 16 reserved for handicap use - Short Term - 207 total spaces including 6 reserved for handicap use - Employee Lot - 542 spaces including 12 reserved for handicap use - Reserved - 30 spaces including 2 reserved for handicap use - Overflow - 338 spaces including 8 reserved for handicap use The reserved parking area will likely be converted to short-term paid parking under an anticipated new parking management or operation contract. The overflow lot is used for public parking during holiday peak seasons. During the remainder of the year, the majority of spaces in the overflow lot are leased to the rental car companies and used for vehicle storage. x Fuel Facility. The Airport’s fuel farm is currently located on the west side of the terminal apron. Three aboveground storage tanks, including two 20,000-gallon JetA fuel tanks and one 3,000-gallon tank used for unleaded automotive gasoline, are located within the facility. The facility is covered with a metal roof and has a concrete containment area to contain potential fuel leaks. The tanks are connected via galvanized steel pipes to the delivery system. An emergency shutoff switch is located on the northeast side of the fuel farm. The Report of the Airport Consultant B-63 November 30, 2007 Okaloosa County Okaloosa Regional Airport construction of a relocated fuel farm is planned and the rental car component of that project is included of the Series 2007 Project. The relocation of aviation fueling facilities is not included in the project nor are the costs of that project. The cost of dismantling and removing the existing fuel facility is included in the Series 2007 Project cost. x 4.2 Support Facilities. The Baldwin Building, located east of the terminal building, houses key component of the Airport’s electrical and communications infrastructure. Additionally, it provides limited storage capability. The Airport maintenance department, responsible for maintaining County-owned buildings, grounds, and apron areas, currently utilizes multiple locations for storage of supplies and equipment. The department currently lacks a dedicated shop area, which could be used for vehicle maintenance, minor carpentry projects, and miscellaneous equipment repairs. However, the County anticipates beginning the construction of a new maintenance facility that can accommodate such activities in FY 2008. Other Airports In addition to the Airport, the County also owns and operates two general aviation facilities, Bob Sikes Airport and Destin/Ft. Walton Beach Airport. x Bob Sikes Airport. Bob Sikes Airport is located northeast of the City of Crestview and is approximately 18 miles north of the Airport. It is a public-use airport accommodating general aviation, corporate aviation, air taxi, and some military operations. Runway 17/35 at Bob Sikes Airport has a length 8,005 feet, width of 150 feet, and has precision instrument approach capabilities. Approximately 50 aircraft are based at Bob Sikes Airport and a full service fixed base operator (FBO), Sunshine Aero, supports local and transient operators. x Destin/Ft. Walton Beach Airport. Destin/Ft. Walton Beach Airport is located approximately 6 miles southeast of the Airport. The public use general aviation airport has a 4,999-foot runway and is supported by non-precision instrument approaches. Approximately 75 aircraft are based at Destin/Ft/ Walton Beach Airport, and the airport’s FBO, Miracle Strip Aviation, provides fueling and aircraft parking services to local and itinerant operators. Facilities are currently under construction for a second FBO. 4.3 Capital Improvement Program The 2007 Project was summarily described in Chapter 1 of this report. Table IV-1 presents components of the 2007 Project and estimated costs. Key project components include access improvements, site development, and utilities for the site; the construction of rental car lots, roadways, and service facility buildings; and fuel farm improvements. Total 2007 Project cost is currently estimated to be approximately $13.2 million. Approximately $5.8 million in funding is anticipated from federal Military Airport Program (MAP) grants, Florida Department of Transportation (FDOT) grants and Florida Strategic Intermodal System (SIS) funds, and accumulated CFC collections. Table IV-2 summarizes the anticipated sources of funds for the 2007 Project. As shown in Table IV-2, the remaining portion of estimated project costs, approximately $7.4 million, is anticipated to be funded by the proceeds of the Series 2007 Bonds. In addition to the 2007 Project, there are a number of other projects included in the FY 2007 through FY 2012 Capital Improvement Program (CIP) that are planned to be undertaken by the County. The CIP is presented in Table IV-3 and includes projects anticipated to be undertaken by the County at the Airport and the two general aviation airports that it operates, Destin/Ft. Walton Beach and Bob Sikes. These other projects total approximately $27.1 million over the five-year period FY 2007 Report of the Airport Consultant B-64 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table IV-1 The 2007 Project Estimated Cost 1/ East Side Access, Site Development and Utilities Site Development Site Utilities East Side Access Other $1,509,655 1,404,433 468,743 0 Subtotal Construction Costs $3,382,831 10% Construction Contingency Design - Civil 2/ Inspection, Testing and Construction Admin. Subtotal Construction, Design and Inspection $338,283 282,797 192,369 $4,196,280 Rental Car Facilities Rental Car Lots, Roadways, Etc. Rental Car Service Facility Buildings $1,656,592 4,879,800 Subtotal Construction Costs $6,536,392 10% Construction Contingency Design - Civil Design - Architectural 2 Inspection, Testing and Construction Admin. $653,639 138,642 197,115 371,700 Subtotal Construction, Design and Inspection $7,897,488 TOTAL ACCESS, PARKING AND SERVICE FACILITIES COSTS $12,093,767 Rental Car Fuel Farm Improvements 3/ Construction $882,327 10% Construction Contingency Design - Civil Inspection, Testing and Construction Admin. Subtotal Construction, Design and Inspection $88,233 43,894 50,175 $1,064,628 Allowance for Removal/Restoration of Current Service Facilities 4/ TOTAL PROJECT COSTS 1/ 2/ 3/ 4/ $60,000 $13,218,395 Contingency is shown separately for each component. Allocated based on construction costs Only includes the rental car portion of fuel farm improvements Does not include tank removals which is the responsibility of each operator Source: LPA Group Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-65 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table IV-2 Funding for the 2007 Project Estimated Amount The 2007 Project Estimated Project Cost 1 $13,218,395 From Federal/State Grants MAP FDOT SIS Funds $1,589,118 562,500 295,181 Subtotal From Grants $2,446,799 From Accumulated CFC Revenues $3,396,117 TOTAL FROM GRANTS AND APPLIED CFCS $5,842,916 FROM SERIES 2007 BOND PROCEEDS $7,375,479 TOTAL SOURCES OF FUNDING 1 $13,218,395 Construction contingency (10%) is included in the estimated costs Source: Okaloosa Regional Airport Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-66 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table IV-3 Capital Improvement Program (FY 2007 - FY 2012) Funding Sources Airport CFC Pay-As- PFC Pay-AsSeries 2007 You-Go You-Go AIP State Commercial 1 Paper Local Total Series 2007: East Side Access/Site Development/Utilities Rental Car Facilities Rental Car Fuel Farm Improvements Allowance for Removal of Current Facilities Okaloosa Okaloosa Okaloosa Okaloosa $0 7,375,479 0 0 $1,749,481 522,008 1,064,628 60,000 $0 0 0 0 $1,589,118 0 0 0 $857,681 0 0 0 $0 0 0 0 $0 0 0 0 $4,196,280 7,897,487 1,064,628 60,000 $7,375,479 $3,396,117 $0 $1,589,118 $857,681 $0 $0 $13,218,395 $0 0 0 0 0 0 0 $0 0 0 0 0 0 0 $8,819 32,244 173,057 333,038 10,823 482,514 0 $335,124 270,156 1,138,825 999,113 411,272 3,300,000 0 $8,819 7,109 189,798 333,038 10,823 482,514 285,000 $0 0 0 0 0 0 0 $0 40,491 16,702 0 0 0 285,000 $352,762 350,000 1,518,382 1,665,189 432,918 4,265,028 570,000 $0 $0 $1,040,495 $6,454,490 $1,317,101 $0 $342,193 $9,154,279 $0 0 0 $0 0 0 $100,301 15,468 443,005 $1,695,461 587,789 3,000,000 $100,000 15,468 443,005 $1,100,000 0 0 $0 0 0 2,995,762 618,725 3,886,010 $0 $0 $558,774 $5,283,250 $558,473 $1,100,000 $0 $7,500,497 $0 0 $0 0 $0 198,037 $90,000 1,341,093 $55,000 198,037 $900,000 0 $55,000 0 $1,100,000 1,737,167 $0 $0 $198,037 $1,431,093 $253,037 $900,000 $55,000 $2,837,167 $0 0 $0 0 $0 0 $1,800,000 720,000 $100,000 40,000 $0 0 $100,000 40,000 $2,000,000 800,000 $0 $0 $0 $2,520,000 $140,000 $0 $140,000 $2,800,000 $0 0 0 $0 0 0 $0 0 0 $0 0 900,000 $2,550,000 400,000 50,000 $0 0 0 $450,000 400,000 50,000 $3,000,000 800,000 1,000,000 $0 $0 $0 $900,000 $3,000,000 $0 $900,000 $4,800,000 No Current Projects $0 $0 $0 $0 $0 $0 $0 $0 FY 2012 TOTAL $0 $0 $0 $0 $0 $0 $0 $0 2007 PROJECT TOTAL COSTS FY 2007: Extend Existing Apron Install Backup Emergency Generator for Terminal Design Terminal/Concourse Expansion Relocate Fuel Farm (Aviation) Update Master Plans Rehab Runway 17/35 - Phase I Construct T-Hangar Complex Infrastructure Okaloosa Okaloosa Okaloosa Okaloosa System Sikes Sikes FY 2007 TOTAL FY 2008: Construct Cargo and Maintenance Facility Procure and Install Two Regional Boarding Bridges Rehab Runway 17/35 - Phase II Okaloosa Okaloosa Sikes FY 2008 TOTAL FY 2009: Replace Existing Airfield Lighting System Phase II Rehab Runway 17/35 - Phase III Sikes Sikes FY 2009 TOTAL FY 2010: Widen and Overlay All Taxiways Design and Install Approach Lighting System with New PAPI Sikes Sikes FY 2010 TOTAL FY 2011: Grade Separation Entrance/Exit at SR 5 Construct New Entrance/Exit Resurface and Expand Apron FY 2011 TOTAL Okaloosa Okaloosa Sikes FY 2012: TOTAL FY 2007 - FY 2012 $0 $0 $1,797,306 $16,588,833 $5,268,611 $2,000,000 $1,437,193 $27,091,943 TOTAL PROJECT COSTS $7,375,479 $3,396,117 $1,797,306 $18,177,951 $6,126,292 $2,000,000 $1,437,193 $40,310,338 1 The County intends to utilize draws from its commercial paper program to provide interim financing for project costs in FY 2008 and FY 2009. Commercial paper principal and interest is assumed to be paid from the Airports General Purpose Fund assuming an all-in interest rate of 4.5 percent and a 10-year principal amortization period starting in FY 2010. The Airport is seeking approval to use a portion of future PFC collections to pay commecial paper principal and interest which may reduce the amount of funding required from the Airports General Purpose Fund. Sources: Okaloosa Regional Airport LPA Group Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-67 November 30, 2007 Okaloosa County Okaloosa Regional Airport through FY 2012. Funding sources for these other projects do not include any proceeds from the issuance of the Series 2007 Bonds or proceeds from the issuance of any additional bonds. The County is participating in a commercial paper program and intends to use a total of approximately $2.0 million in commercial paper proceeds to fund a portion of project costs in FY 2008 and FY 2009. Future commercial paper debt service payments are subordinate to Series 2003 and Series 2007 debt service payments and are assumed to be paid from Airport Revenues transferred to the Subordinated Indebtedness Fund. Commercial paper debt service payments are estimated assuming a 4.5 percent all-in interest cost and a 10-year principal amortization period starting in FY 2010. The future capital projects depicted in the CIP include long-term development plans for each of the County’s airports. The Airport will only proceed with those projects for which actual demand materializes and not until such time as adequate funding, including federal and state grants, becomes available. Furthermore, major future capital projects will likely be the subject of additional feasibility studies and analysis of the Airport’s ability to maintain its debt service rate covenant and the Airport’s overall financial situation. Estimated CIP costs at system airports and major projects included therein can be summarized as follows: x The Airport. Excluding the 2007 Project, the Airport’s CIP is comprised of projects totaling approximately $11.3 million. These projects include the relocation of the aviation fuel farm, construction of a cargo/maintenance building, design of terminal/concourse expansions, and ground access improvements x Destin/Ft. Walton Beach Airport. No major capital projects are currently planned at Destin/Ft. Walton Beach Airport. x Bob Sikes Airport. Projects identified in the CIP for Bob Sikes Airport include a multi-year rehabilitation of runway 17/35, and hangar infrastructure and apron development projects. The total cost of these projects is approximately $15.4 million. In addition, the County is undertaking master plan updates at each system airport, the total combined project cost of these master plans is approximately $433,000. Detailed capital programs beyond FY 2012 have not been developed by the County. Long-term capital programs at the County’s airports will likely be influenced by the findings of master plan updates currently being undertaken for the Airport, Destin/Fort Walton Beach Airport, and Bob Sikes Airport. For the purposes of the financial analysis, it is assumed that the County will undertake capital projects that require approximately $500,000 of County funds annually for FY 2012 through FY 2016. 4.4 Rental Car Industry A primary component of the 2007 Project is the development of new rental car service facilities and a key funding source for the debt service and other costs associated with the project is anticipated to be CFCs collected by rental car operators. As discussed in more detail in Chapter V of this report, the number of rental car transaction days at the Airport, or the total number of days cars are rented for all rental car transactions, is the basis for CFC collections and is related to passenger levels at the Airport. Therefore, this section presents an overview of the rental car industry, a description of recent trends and events occurring in the rental car industry nationwide, a review of the local rental car market. Report of the Airport Consultant B-68 November 30, 2007 Okaloosa County Okaloosa Regional Airport 4.4.1 Industry Overview The U.S. rental car industry is comprised of two basic components, the airport market and the local insurance/replacement market. The airport market generally consists of business and leisure air travelers who rent cars at airports for ground transportation to their destinations. Following declines after the events of September 11 and the ensuing economic slowdown, the U.S. rental car market has rebounded and, based on Auto Rental News statistics, total rental car industry revenues have increased in each year since 2002. Exhibit IV-2 presents historical U.S. rental car industry gross sales. 4.4.2 Major Rental Car Companies As shown in Table IV-4, Enterprise has the largest share (34.9 percent) of the total U.S. rental car market with approximately $7.0 billion of gross sales for CY 2006 due in large part to its dominance of the insurance/car replacement market. Enterprise has begun to increase its focus at airport markets and is the fastest-growing rental car company in the airport segment, having grown from one onairport location in 1995 to more than 200 currently. Enterprise opened 39 on-airport locations in the last year and continues to add two to three on-airport locations each month. In 2006, Enterprise ranked highest in the J.D. Power and Associates Rental Car Satisfaction Study for airport car rentals. In March 2007, Enterprise entered into a definitive agreement to purchase Vanguard and the transaction closed on August 1, 2007. Currently, six major rental car companies dominate the U.S. rental car market: Avis, Budget, Dollar/Thrifty, Enterprise, Hertz, and Vanguard. As reflected in Table IV-4, these six companies accounted for 93.4 percent of total U.S. rental car market gross revenues in CY 2006. Several ownership changes occurred in the late 1990s due, in large part, to the actions of the major U.S. automakers. In the late 1980s and early 1990s, most rental car companies were owned by automobile manufacturers and used as an outlet for unsold automobiles. As a result, rental car agencies were able to purchase automobiles with very favorable terms. By the mid 1990s, however, the automobile industry’s financial condition improved, and the need to sell excess car inventories to the rental car industry diminished. As a result, most of the major automobile manufacturers divested themselves from rental car companies in the late 1990s. By 1997, nearly all major rental car companies were publicly traded. As the rental car companies became stand-alone businesses, their profit margins became thinner in part because the cost of supplying automobile fleets increased. By the year 2000, Hertz had been purchased by the Ford Motor Company; Avis was purchased by the Cendant Corporation; Alamo and National were spun off and became a publicly traded company known as ANC Rental Corporation. Significant changes in ownership have occurred in the rental car industry since CY 2002. Several companies have undergone a change in controlling ownership following bankruptcy proceedings. In CY 2002, the ANC Rental Corporation (ANC) (the parent company of Alamo and National) filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. In that same year, Budget Rent A Car filed for Chapter 11 bankruptcy and was subsequently purchased by the Cendant Car Rental Group (the parent company of Avis). In CY 2003, Cerberus Capital Management bought ANC and the corporate name of ANC has since been changed to Vanguard Car Rental USA, Inc. In December 2005, Hertz was acquired by three leading private equity investment companies: Clayton, Dubilier & Rice, The Carlyle Group, and Merrill Lynch Global Private Equity. Dollar Thrifty Automotive Group (DTAG), the parent company of Dollar and Thrifty, became publicly traded after being spun off by its former parent, the Report of the Airport Consultant B-69 November 30, 2007 $0 $2 $4 $6 $8 $10 $12 $14 $16 $18 $20 $22 $24 1994 1995 Source: Auto Rental News Prepared by: Ricondo & Associates, Inc. U.S. Rental Car Gross Sales (Billions) Report of the Airport Consultant B70 1996 1997 1998 2000 2001 2002 2003 2004 2006 Exhibit IV-2 2005 November 30, 2007 U.S. Rental Car Market Car Gross Sales Calendar Year 1999 Okaloosa County Okaloosa Regional Airport Okaloosa County Okaloosa Regional Airport Table IV-4 U.S. Rental Car Company Market Share Sorted by U.S. Market Share CY 2006 (Dollars in Billions) Company 1 Enterprise Hertz 2 Avis 1, 3 Vanguard Dollar Thrifty Group Budget 2 Other TOTAL 1 2 3 4 5 Share Total U.S. Rental Car Market CY 2005 Gross Revenues Share $5.830 3.500 2.280 1.840 1.688 1.130 1.370 33.1% 19.8% 12.9% 10.4% 9.6% 6.4% 7.8% $6.400 3.870 2.450 1.930 1.673 1.220 1.370 33.8% 20.5% 13.0% 10.2% 8.8% 6.5% 7.2% $7.000 3.900 2.750 2.140 1.534 1.430 1.326 34.9% 19.4% 13.7% 10.7% 7.6% 7.1% 6.6% $17.638 100.0% $18.913 100.0% $20.080 100.0% CY 2004 Gross Revenues 4 5 CY 2006 Gross Revenues Share Enterprise purchased Vanguard on August 1, 2007. A brand of the Cendant Car Rental Group. Brands include Alamo and National. Brands include Dollar and Thrifty Totals may not add due to individual rounding. Source: Auto Rental News Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-71 November 30, 2007 Okaloosa County Okaloosa Regional Airport Chrysler Corporation. DTAG then transformed Thrifty from an off-airport, franchisee-operated brand, to an on-airport, corporately-operated brand. Amid all this turmoil and chaos, Enterprise, which remains privately held, has grown to become the largest rental car company in the world. Recent months have seen the industry undergo a series of yet more ownership and structural transformations. Hertz was sold to a private investor group that subsequently announced its intent to take the company public. Cendant Corporation broke itself apart with Avis/Budget Group now a separate, publicly traded company. On August 1, 2007, Enterprise purchased Vanguard. As of the date of this report, the Avis and Budget brands are owned and operated by one company, Avis/Budget Group; the Dollar and Thrifty brands are owned and operated by one company, DTAG; and the Alamo and National brands are owned and operated by one company, Vanguard, which was purchased by Enterprise. Vanguard will continue to operate as an independent subsidiary of Enterprise. In general, the rental car companies have maintained brand separate identities for their respective brands, but have undertaken vigorous measures to cut costs by consolidating fleets, pooling employees, and consolidating redundant facilities and rental locations. These events indicate that the rental car industry is attempting to adjust to new market conditions. However, the U.S. airport rental car market has generally followed airline passenger activity and this relationship should continue even with restructuring within the industry. While the market shares of the individual rental car companies may change, a significant percentage of the total U.S. airport rental car market will continue to grow or shrink primarily as a function of airline passenger activity. The FAA has projected 3.4 percent compounded annual growth in domestic U.S. enplanements between FY 2006 and FY 2020. 4.4.3 Rental Car Industry Trends As shown on Exhibit IV-2, total U.S. rental car gross sales have grown steadily since CY 2002, with 7.2 percent growth in both CY 2004 and CY 2005 and 6.2 percent growth in CY 2006, as both nationwide enplaned passenger levels and local/insurance replacement market activity have increased in recent years. The decreases in total U.S. rental car gross sales in CY 2001 and CY 2002 are primarily attributable to the downturn in the economy (beginning as early as CY 2000) and the downturn in airline passenger activity nationwide following the events of September 11. U.S. airport rental car markets generally experienced declines in rental car gross sales, transactions, and transaction days following the downturn in the economy and the events of September 11. In recent years, key rental car activity trends at the Airport (and a number of other U.S. airports) have reversed, illustrated by the growth in rental car transaction days at the Airport from approximately 322,300 transaction days in FY 2002 to approximately 349,500 transaction days in FY 2006. 4.4.4 Consolidated Rental Car Facilities As airline passenger activity grew in the 1990s, so did airport landside congestion. Remote consolidated rental car facilities became a popular means for airport operators to address this congestion problem. Instead of each rental car company having its own shuttle bus system to transport customers to and from individual remote sites, a consolidated facility brings all the onairport rental car companies together at a single location. A single transit system, typically a bus system, transports rental car customers to and from the terminal. Report of the Airport Consultant B-72 November 30, 2007 Okaloosa County Okaloosa Regional Airport The first consolidated rental car facilities in the U.S. were completed in the late 1990s. Typically, but not in the case of the 2007 Project at the Airport, the primary source of funding for these facilities has been special facility bonds backed by a CFC, which is a fee imposed by an airport upon the customers of the rental car companies to fund a portion of the costs of these facilities. As previously mentioned, these fees are typically based on rental car transaction days, although some CFCs are charged on a per-contract basis. The 2007 Project includes the construction of new rental car service facilities in an area east of the passenger terminal building. Upon completion of the 2007 Project, facilities used in common with other rental car operators at the Airport will include the new fueling facility, the fuel storage facility, a five-bay rental car service building, and a consolidated car wash building. Each of the five onairport rental car operators will lease on a preferential basis separate office areas, service/maintenance facilities, and parking areas. Due to the relatively proximate location of existing rental car facilities to the Terminal Building, and to an even greater degree with the facilities resulting from the 2007 Project, no bus system is required to serve rental car customers at the Airport. 4.4.5 Airport Taxes and Surcharges Taxes and surcharges received considerable attention from the rental car industry during the 1990s, both in terms of opposition of new taxes to pay for non-rental car-related facilities (such as convention centers and sports arenas) or promoting the pass through of charges (such as airport concession fees) to their customers. In an industry that rarely can sustain rate increases, the passthrough movement began in the late 1990s as a result of car rental companies looking for innovative ways to become more profitable. As a result, rental car companies began implementing passthroughs of concession fees, access fees, and state license and title fees. Airports also began using CFCs to help pay for improvements to ground access and rental car facilities, including in some cases consolidated rental car facilities and automated people movers. The fees are typically charged on a per transaction day or per transaction basis and are passed through to the customer. The County amended its CFC Ordinance on May 1, 2007, raising the CFC level at the Airport from $2.50 to $3.25 per rental transaction day. The new CFC level was imposed on rental car customers’ rental agreements at the Airport starting July 1, 2007. Table IV-5 presents a comparison of other U.S. airports charging CFCs on a per transaction day basis. The Airport’s $3.25 per transaction day CFC is lower than the current maximum transaction day CFC for all airports included in the comparison and falls between the mean and the median per transaction day CFC at airports in the Southeast. Pensacola Regional Airport, located approximately 50 miles west of the Airport, currently imposes a $3.60 per transaction day CFC and is included in the survey results summarized in Table IV-5. 4.4.6 Rental Car Market at the Airport The Airport is currently provided rental car service by five companies that have concession and rental agreements with the County. The concession agreement was competitively bid in FY 2005 and the new agreement was in place for the majority of FY 2006. Avis, Budget, Hertz, and Vanguard (operating as Alamo and National) are corporate operations at the Airport while Dollar/Thrifty is a franchise operated by LaGrange Aero, Inc. Table IV-6 below summarizes rental car activity by on-Airport operators for the 12-month period ending March 31, 2007. Report of the Airport Consultant B-73 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table IV-5 CFC Level Comparison (Only those airports charging on a transaction day basis) CFC Per Transaction Day All Airports (45) Maximum Mean Median Low $4.50 $2.66 $3.00 $0.75 CFC Per Transaction Day Southeast Airports (11) Maximum Mean Median Low $4.00 $3.01 $3.50 $1.00 Source: Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-74 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table IV-6 Historical Rental Car Activity For the 12-Month Period Ending March 31, 2007 Gross Revenues $15,543,865 Total CFC Collections $862,689 Transactions 74,065 Transaction Days 345,019 Average Rental Days per Transaction 4.7 Enplaned Passengers 367,597 Average Rental Days per Enplanement 0.94 Source: Okaloosa Regional Airport Prepared by: Ricondo & Associates, Inc. Enterprise is an off-Airport operator that does not currently lease Airport facilities. As an off-Airport operator that does not use rental car support facilities at the Airport, Enterprise is not currently required to collect or submit CFCs for customers that it serves via the Airport. Similar to the onairport operators, it is required to pay a monthly commission of 10 percent of commissionable revenues to the Airport based revenues earned from its Airport customers. The recent purchase of Vanguard by Enterprise is not anticipated to negatively impact rental car activity or CFC collections at the Airport. It is assumed that Enterprise will continue to operate off-Airport and Alamo/National will continue as an on-Airport operator. Historical rental car activity is used in Chapter V of this report to develop future projections of onAirport rental car activity, including rental car transaction days and CFC collections. Report of the Airport Consultant B-75 November 30, 2007 Okaloosa County Okaloosa Regional Airport V. Financial Analysis This chapter examines the financial structure of the Airport, cost and financial implications of the 2007 Project, operating expense and revenue projections, reserve requirements established under the Master Indenture of Trust, dated August 1, 2003, and subsequent supplements thereto (hereinafter referred to as the “Indenture”), and the rate covenant requirement following completion of the 2007 Project. 5.1 Governing Body The Airport and the general aviation airports, Destin-Ft. Walton Beach Airport and the Bob Sikes Airport are owned and operated by the County. The County is a political subdivision of the State of Florida and is governed by an elected five-member Board of County Commissioners (Board). Each Commissioner is elected for a four-year term of office. The Board appoints a County Administrator to administer the County’s programs. The Airports Director reports to the County Administrator. The County funds operations and capital improvements within the Airport System with revenues generated from rentals, fees and charges; PFC Revenues; customer facility charge revenues; and federal grants-in-aid. The County maintains its financial records in accordance with generally accepted accounting principles as they apply to government entities. 5.2 Financial Structure This section discusses the requirements of the Indenture, key components of the Department of the Air Force Property Lease, key components of the Eglin Air Force Base Joint-use Agreement, the cost centers that the County utilizes for the purposes of accounting for revenues, operating expenses, amortization, and debt service, and the Signatory Airline Operating Agreement and Terminal Building Lease (Airline Agreement). 5.2.1 Indenture The financial operation of the Airport System will be governed primarily by the Indenture and the Airline Agreement. The Indenture provides conditions for the issuance of the Series 2007 Bonds and the application of Airport System Revenues, as defined therein, to the payment of operating expenses and debt service. The Indenture defines Airport System “Revenues” to mean all income and revenues received or accrued by the County in connection with the ownership, operation or use of, or with respect to the Airport System including, but not limited to, (a) rentals, fees, and other charges for the use of or with respect to the Airport System, and (b) proceeds of business interruption insurance, and any such other moneys designated as Revenues pursuant to the terms of a Supplemental Indenture; provided, however, that Revenues shall not include (A) interest income on, and any profit realized from, the investment of moneys in any Fund or Account to the extent that such income or profit is not transferred to, or retained in, the Revenue Fund, the Repair and Rehabilitation Fund, the Operation and Maintenance Fund or the Bond Fund; (B) interest income on, or profit realized from, the investment of moneys in any fund or account funded from the proceeds of Special Facility Bonds; (C) amounts received by the County from, or in connection with, Special Facilities, unless such funds are treated as Revenues by the County; (D) grants-in-aid, donations, bequests, and/or amounts received as reimbursements for previously expended money unless the County has lawfully elected Report of the Airport Consultant B-76 November 30, 2007 Okaloosa County Okaloosa Regional Airport that such grant, donation, bequest or reimbursement is to be treated as Revenues; (E) insurance proceeds which are not deemed to be Revenues in accordance with generally accepted accounting principles; (F) the proceeds of any condemnation awards, (G) the proceeds of any sale of land, buildings or equipment; (H) proceeds of a drawing under a Credit Facility; (I) PFC Revenue; (J) Bond proceeds; (K) all other revenue sources, such as, but not limited to, cargo facility charges and customer facility charges imposed on rental car customers (unless such are treated as Revenue by the County); and (L) any other amounts which are not deemed to be Revenues in accordance with generally accepted accounting principles or which are restricted as to their use. The term “Operation and Maintenance Expenses” (O&M Expenses) is defined to mean all expenses of the County paid or accrued for the operation, maintenance, administration, and ordinary current repairs of the Airport System, including certain payments to the Federal Government pursuant to the Eglin Agreements and shall not include; (a) the Principal Amount of, Redemption Premium, if any, or Interest on any Bonds; (b) any allowance for amortization or depreciation of the Airport System facilities; (c) any other expense for which (or to the extent to which) the County is or will be paid or reimbursed from or though any source that is not included or includable as Revenues; (d) any extraordinary items arising from the early extinguishment for debt; or (e) any expense paid with amounts from the Repair and Rehabilitation Fund. The term “Net Revenues” is defined to mean for any Fiscal Year of the County or other period of time shall mean Revenues for such year or period, including Pledged CFC Revenues as defined in the Indenture, less the amount needed for the payment of Operation and Maintenance Expenses for such year or period. Under the provisions of the Indenture, the Series 2007 Bonds are to be payable from and secured by a lien on Net Revenues. The term “Amounts Available for Debt Service” is defined to mean for any Fiscal Year of the County the Net Revenues for such Fiscal Year, plus Pledged PFC Revenue for such Fiscal Year, plus amounts, if any, in the Revenue Fund Coverage Account and all PFC Coverage Subaccounts, if any, at the end of such Fiscal Year. 5.2.1.1 Rate Covenant The County covenants in Section 705 of the Indenture to fix and adjust rentals, fees, and other charges for the use of the Airport System so as to produce Amounts Available to Pay Debt Service to provide for the greater of either (1) the amounts needed for making the required deposits in the Fiscal Year to the Debt Service Fund, the Debt Service Reserve Fund, the O&M Reserve Fund, the Repair and Rehabilitation Fund, and the Subordinated Indebtedness Fund; or (2) an amount not less than 125 percent of the aggregate Annual Debt Service with respect to Outstanding Bonds for such Fiscal Year. 5.2.1.2 Additional Bonds Test Section 214 of the Indenture permits the County to issue Additional Bonds as long as the County is not in default under the Indenture, as evidenced by a certificate of no default executed by its Authorized Representative upon the satisfaction of one of two requirements. For Additional Bonds either of the following is required; (1) an Airport Consultant has provided the Trustee a certificate stating that, for each of the next five Fiscal Years of the County following the issuance of the Additional Bonds, or each full Fiscal Year of the County from issuance of the Additional Bonds through three full Fiscal Years of the County following completion of the Project or Projects financed by the Additional Bonds proposed to be issued, whichever is later, based upon reasonable assumptions set forth therein, Amounts Available to Pay Debt Service are projected to be equal to at least 125 percent of Annual Debt Service on Bonds (disregarding any Bonds that have been paid or Report of the Airport Consultant B-77 November 30, 2007 Okaloosa County Okaloosa Regional Airport discharged or will be paid or discharged immediately after the issuance of the Additional Bonds proposed to be issued); provided, however, that if Capitalized Interest on any of the Bonds and proposed Additional Bonds is to be applied the Airport Consultant will extend the test through the first three Fiscal Years of the County for which there is no longer Capitalized Interest; or (2) the County has provided to the Trustee a certificate stating that in the most recent completed Fiscal Year of the County for which an independent audit is available or for any consecutive twelve-month period out of the last eighteen months Amounts Available to Pay Debt Service were not less than 125 percent of (i) Annual Debt Service on Bonds Outstanding in such Fiscal Year of the County or such period (disregarding any Bonds that have been paid or discharged or will be paid or discharged immediately after the issuance of the Additional Bonds proposed to be issued), plus (ii) Maximum Annual Debt Service with respect to such Additional Bonds proposed to be issued. 5.2.1.3 Flow of Funds Article VI of the Indenture creates certain funds and accounts and establishes the principal functions and uses of each fund and account. The requirements of the Indenture and the rate-making methodology adhered to by the County were utilized to develop the estimated flow of funds included in these financial analyses. Exhibit V-1 presents the flow of funds as specified in the Indenture. The Indenture requires that all Revenues be deposited in the Revenue Fund and applied in the following order of priority in monthly deposits: Held by the County for monthly Operation and x Operation and Maintenance Fund. Maintenance Expenses. x Bond Fund. First to the applicable Interest Account in the Bond Fund held by the Trustee that, together with amounts transferred from any Pledged PFC or CFC Account, is equal to one-sixth of the next interest payment due. Secondly to applicable Principal and Redemption Accounts in the Bond Fund, also held by the Trustee, a deposit equal to one-twelfth of the next principal payment coming due, less the amounts transferred there from a Pledged PFC or CFC Account, allocable capitalized interest funded in a Capitalized Interest Account, and investment income credited at the time of the last deposit of each interest period. x Debt Service Reserve Fund. Held by the Trustee, one twelfth of the amount required to restore any deficiency in the Debt Service Reserve Requirement. x Operation and Reserve Account. Held by the County, any withdrawals or deposits required to maintain the Operation and Maintenance Reserve Requirement at two months of the then current Fiscal Year’s O&M Expenses budget, replenished in monthly deposits equal to one-twelfth of the amount necessary to restore the balance to the required level of two month’s O&M Expenses. x Revenue Coverage Account. An amount which the County shall provide, but not to exceed in such account 25 percent of Annual Debt Service in any Fiscal Year, less the amount on deposit in the PFC or CFC Coverage Subaccounts, if any. x Repair and Rehabilitation Fund. Held by the County, monthly deposits are made as the County determines to fund any deficiency in the balance of the fund. x Subordinated Indebtedness Fund. Held by the County, the amount required for debt service on Subordinated Indebtedness, to the extent that these amounts are not paid from other legally available funds of the County. x Rebate Fund. Amounts required under the applicable Supplemental Indenture. Report of the Airport Consultant B-78 November 30, 2007 Okaloosa County Okaloosa Regional Airport Passenger Facility Charge Fund 1 Customer Facility Charge (CFC) Fund 3 Airport Revenue Fund Operation & Maintenance Fund Bond Fund 2003 & 2007 Interest Accounts 2003 & 2007 Principal Accounts 2003 & 2007 Redemption Accounts 2003 Pledged PFC Account 2 2007 Pledged CFC Account 4 Debt Service Reserve Fund 2003 Debt Service Reserve Account 2007 Debt Service Reserve Account Operation & Maintenance Reserve B-79 2003 PFC Coverage Sub-Account Revenue Fund Coverage Account 2007 CFC Coverage Sub-Account Repair and Rehabilitation Fund 2003 PFC Project Account 2007 CFC Project Account Subordinated Indebtedness Fund 1 PFC Revenues not pledged to pay debt service, coverage, or used for Project costs will be retained on deposit within the Passenger Facility Charge Fund. 3 Rebate Fund 2003 Airport Rebate Account 2 CFC Revenues not pledged to pay debt service, coverage, or used for Project costs will be retained on deposit within the Customer Facility Charge Fund. 4 To the extent required to fund deficiencies in the 2003 Debt Service Reserve Account. To the extent required to fund deficiencies in the 2007 Debt Service Reserve Account. Airports General Purpose Fund Source: Wayne County Airport Authority Master Airport Revenue Bond Ordinance, September 26, 2003. Prepared by: Ricondo & Associates, Inc. Exhibit V-1 Flow of Funds defined in the Bond Indenture Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport x Airports General Purpose Fund. All of the money remaining in the Revenue Fund. Pursuant to the terms of the Supplemental Indenture for the Series 2007 Bonds, the County will establish in the Customer Facility Charge Fund, a 2007 Pledged CFC Account and a 2007 CFC Coverage Subaccount. CFC Revenue shall be transferred into the 2007 Pledged CFC Account until, in each month, the amount on deposit in the 2007 Pledged CFC Account equals the CFC Debt Service on the 2007 Bonds for such month. CFC Debt Service is the amount of debt service eligible to be paid with CFC Revenues. That amount is currently estimated at 100 percent of Series 2007 debt service. CFC Revenue will be deposited into the 2007 CFC Coverage Sub-account in the amount necessary to maintain therein the 2007 CFC Coverage Amount (25 percent of the CFC Debt Service on the Series 2007 Bonds during any Fiscal Year). PFC Revenues are available only to pay debt service on the County’s Airport Revenue Bonds, Series 2003 (AMT) and other identified purposes. Pledged CFC Revenues are available only to pay debt service on the 2007 Bonds and other identified purposes. 5.2.2 Key Provisions of the Department of the Air Force Property Lease The County leases certain property form the Eglin Air Force Base for the purposes of constructing, operating and maintaining the Airport and related facilities. On July 30, 2007, the County executed a 25-year lease with the United States Air Force that leases to the County approximately 131 acres of land located on the Eglin Air Force Base (the “Property Lease”). The July 30, 2007 lease replaces a prior 30-year lease that the County had executed with the Air Force on February 27, 2001. The purpose of the new lease is to expand the County’s leasehold from the 108.23 acres that was included in the prior lease to support the 2007 Project, among others. The sole purposes for which the leased land may be used, in the absence of prior written approval of the United States government for any other use, is for the construction, operation, and maintenance of an airport terminal and directly related facilities; and the construction, development, operation, and maintenance of a fuel farm along with secure access and support facilities for rental car agencies. As part of the Property Lease, the County and the Air Force signed an Environmental Condition Report (“ECR”) setting forth those environmental conditions and matters on and affecting the Leased Premises on the commencement date of the Lease. At the expiration or earlier termination of the Property Lease, an updated ECR will be prepared to document the environmental conditions and matters on and affecting the Leased Premises on the ending date of the Lease. In accordance with the Environmental Baseline Survey conducted dated November 2005 and a Final Environmental Assessment dated June 2006, the leased site appears to be free of any contamination. The Property Lease also provided for a Physical Condition Report (“PCR”) prepared by the Department of the Air Force 10 days after the execution date of the Property Lease. The PCR set forth the agreed physical appearance and condition of the Lease Premises as of the commencement date of the Property Lease as determined by a joint inspection by the Department of the Air Force and the County. At the expiration or earlier termination of the Property Lease, an updated PCR will be prepared to document the appearance and physical conditions of the Leased premises on the ending date of the Property Lease. In accordance with a joint survey of the property, the County and the Air Force concluded and documented that the leased premises is in excellent condition. In accordance with the terms of the current Lease, the County is scheduled to pay the Department of the Air Force $318,000 in FY 2008, the first year of payment under the new Property Lease. For each year thereafter, the annual amount will be escalated at 3 percent per year. Report of the Airport Consultant B-80 November 30, 2007 Okaloosa County Okaloosa Regional Airport In accordance with the terms of the Lease the Eglin Commander must approve all County plans for any construction, installation, modifications, alterations, or additions to the Airport before construction is started, and all construction must be in accordance with approved design and plans with no expense to the government. The Commander has approved the 2007 Project and has approved a concurrent project, the construction of a replacement Airport maintenance and cargo building. The Lease may be suspended or terminated by the Deputy Assistant Secretary of the Air Force at any time during any national emergency, present or future, declared by the President or the Congress of the United States, or after a written determination of the Secretary of the Air force that paramount military necessity at Elgin requires such suspension or termination. 5.2.3 Key Provisions of the Eglin Air Force Base Joint-Use Agreement The Joint-Use Agreement became effective February 27, 2001 and will remain effective for 30 years, unless otherwise renegotiated or terminated. Furthermore, the Joint-Use Agreement shall not survive the termination or expiration of the Property Lease. If significant changes in circumstance or conditions relevant to the Joint-Use Agreement should occur, the Joint-Use Agreement states that the Air Force and the County may enter into negotiations to revise the provisions of the Joint-Use Agreement at any time. The Joint-Use Agreement authorizes the County to permit civil aircraft equipped with two-way radios capable of communicating with the Eglin Air Force Base Control tower to use the flying facilities at Eglin, subject to certain operation limitations and subject to Government aircraft having priority over all civil aircraft at all times. In accordance with the Joint-Use Agreement, civil aircraft operations are limited to no more that 84 operations per day. An operation is defined as a landing or a take-off. The current forecast of aircraft operations for the Forecast Period is not affected by this limitation. The 2016 forecast projects that 48 air carrier operations per day will occur at the Airport, up from approximately 42 air carrier operations in 2006. Operations limitations in the Joint-Use agreement are not likely to negatively impact air carrier or other civilian aircraft activity at the Airport during the projection period of this analysis. For the purposes of reimbursing the Air Force for the County’s share of the cost of maintaining and operating the flying facilities, the County agrees to pay the Government, with respect to civil aircraft authorized to use the flying facilities, a fee based on the total actual number of yearly operations from a low of 60 operations per day (21,900 operations per year) up to a maximum of 84 operations per day (30,660 operations per year) in accordance with the payment schedule contained in the Joint-Use Agreement. Under the payment schedule, the County will pay the Government $7.20 for each operation occurring in FY 2007. This charge is adjusted each Fiscal Year for inflation, using the Office of the Secretary of Defense Raw Inflation Indices. At the end of each five-year period during the term of the Joint-Use Agreement, the charge per operations will be renegotiated. Annual payments are to be made 30 days after the end of the Federal Fiscal Year (September 30). In accordance with the Joint-Use Agreement, the Air Force will provide fire, crash, and rescue services involving civil aircraft outside any hangars or other structures within the limits of its existing capabilities, equipment, and available personnel. The County agrees to reimburse the Air Force for expenses incurred by the Air Force for fire fighting and/or crash and rescue materials expended in connection with the providing of such services to civil aircraft. No County reimbursements have been required since the execution of the Agreement. Report of the Airport Consultant B-81 November 30, 2007 Okaloosa County Okaloosa Regional Airport 5.2.4 County Accounting Expenditures and Revenues of the County are categorized into Cost Centers and include those areas or functional activities of the Airport System used for the purposes of accounting for Revenues, O&M Expenses, Capital Outlays, Debt Service, Coverage Requirements, and Fund Deposits. Cost Centers under the Airline Agreement include, but are not necessarily limited to, those discussed below. 5.2.4.1 Airfield Area The Airfield Area Cost Center includes all land and facilities, improvements, and equipment located on the Eglin Leased Areas and on other Airport property acquired by the County for Airport purposes which provide for the general support of air navigation, flight activity and other aviation needs or requirements of the Airport. This Cost Center includes the aircraft parking apron adjacent to the Airport Terminal Building, County-constructed taxiways and ramp areas not included in any other Cost Center, County-provided safety areas and infield areas, together with all associated aircraft taxiing, landing and navigational aids provided by the County; the costs and all obligations of the County with respect to the Eglin Airfield Facilities as provided for in the Eglin Agreements; areas of land acquired by the County for buffer requirements for the landing area or other Airport facilities; the cost of all land acquisition for Airport expansion unless and until said land is used or dedicated to another Direct Cost Center; all Airport noise mitigation facilities, measures or costs; County-owned or controlled Airport facilities and aviation controls and related system requirements related to the Airfield Area; any County fueling equipment and facilities serving the Airlines or other users of the Airport whether physically located in the Airfield Area Cost Center or elsewhere, including any hydrant system exclusively serving the Airlines utilizing the Terminal Building aircraft parking apron; airport cargo facilities at the Airport; and all costs incurred by the County for mitigation or damages resulting from Airport noise, environmental incidents or conditions or other Airport or aircraft –related conditions or activities. 5.2.4.2 Terminal Area The Terminal Area Cost Center includes all land and facilities improvements, and equipment located on the Eglin Leased Areas and on other Airport property acquired by the County for Airport purposes which support passenger terminal functions for the Airport, including all passenger terminal buildings or structures used to serve Airport passengers, including concourses, connecting structures, passenger walkways, passenger and terminal service tunnels, passenger holdroom areas, passenger loading bridges, support buildings and equipment. 5.2.4.3 Parking/Ground Transportation The Parking/Ground Transportation Cost Center includes all land and facilities improvements, and equipment located on the Eglin Leased Areas and on other Airport property acquired by the County for Airport purposes which support parking and commercial ground transportation functions including long-term and short-term parking facilities, overflow parking lots, curb lanes and circulation roadway supporting these facilities that are not included in the General Support Facilities Cost Center, employee parking lots and facilities, car rental ready return space, service areas and other car rental facilities, and facilities, improvements, and equipment related to other commercial ground transportation services, including taxicab, limousine, courtesy vehicles, and other pay-forhire vehicles, and the King Building. Report of the Airport Consultant B-82 November 30, 2007 Okaloosa County Okaloosa Regional Airport 5.2.4.4 General Aviation The General Aviation Cost Center includes all land, facilities, improvements and equipment located at or which are apart of any County-owned general aviation airport and any facilities, improvements, and equipment located elsewhere that support the operation of any such facilities. 5.2.4.5 Administration The Administration Cost Center is an indirect cost center and includes all personnel, facilities, and equipment provided for the general management, administration, direction, maintenance, and operation of the Airport System including any administrative services and functions provided by other departments and offices of the County. 5.2.4.6 General Support Facilities The General Support Facilities Cost Center is an indirect cost center and includes all land and facilities, improvements, and equipment located on the Eglin Leased Areas and on other Airport property acquired by the County for Airport purposes which provide for the general and systems support of the Airport, including Airport access system and other roadways on Airport property not included in another Airport Cost Center. 5.2.5 Airport Lease and Use Agreements The provisions of the Airline Agreement commenced October 1, 2003 and unless terminated sooner, shall expire on September 30, 2008. The Airline Agreement establishes ratemaking procedures for the term of the agreement. For the purposes of the analyses contained herein, it is assumed that the rate making procedures established in the existing Airline Agreement remain in effect through the projection period. Atlantic Southeast, ExpressJet, Gulfstream, and Northwest have executed the Airline Agreement and operate as signatory carriers at the Airport. Under provisions in the agreement, Delta currently operates as an affiliate of Atlantic Southeast. Pursuant to the terms of the Airline Agreement, the County calculates Airline Terminal rentals under a compensatory approach with revenue sharing credits under which the Airlines pay for their specific use of the Terminal Area. The calculation of Landing Fees is determined based on a residual approach with revenue sharing credits. The Airline Agreement provides for the County to charge those airlines not signatory to the Airline Agreement non-signatory rates and charges. For each Fiscal Year the County Airport System Requirement, defined in the Airline Agreement as operating expenses, capital outlays, debt service, amortization, coverage requirement, fund deposits and certain other charges is determined and allocated to the County’s Direct and Indirect Cost Centers discussed in Section 5.2.4 of this report in accordance with the County’s cost accounting and cost allocation methodologies. The net amount of the Airport System Requirement allocated to each of the two Indirect Cost Centers is reallocated to Direct Cost Centers based on each Direct Cost Center’s proportionate share of the direct Operating Expenses. The total amount of the Airport System Requirement allocated and reallocated to the Terminal Area Cost Center is referred to as the Terminal Area Requirement. The amount allocated and reallocated to the Airfield Area Cost Center is referred to as the Airfield Area Requirement. In addition to determining the annual Terminal Area Requirement and Airfield Area Requirement, the County also separately allocates and determines the annual Operating Expenses of Report of the Airport Consultant B-83 November 30, 2007 Okaloosa County Okaloosa Regional Airport providing law enforcement assistance to the Airlines’ terminal facilities and functions (Security Charges). Calculation of Signatory Airlines rates and charges are described below. 5.2.5.1 Terminal Rentals In accordance with the provisions of the Airline Agreement, the annual Terminal Building Rental Rates are calculated as follows. The annual Terminal Area Requirement is reduced by the sum of applied PFCs, investment income, transferred coverage, and reimbursements for loading bridges allocated to the Terminal Area Cost Center to determine the Net Terminal Area Requirement. The annual Terminal Building Rental Rate is calculated by dividing the Net Terminal Area Requirement by the Rental Divisor for the Terminal Building. Rental Divisor is defined as space within the Terminal Building made available by County for rental to airlines and other Airport tenants plus space in the Terminal Building assigned to the Transportation Security Administration (“TSA”). Space in the new Terminal Building is leased to the Airlines on a Preferential Use, Common Use, or Joint-Use basis. For Preferential Use space, each Airline pays the amount, which is the product of the square footage of the Preferentially Leased Premises and the applicable Terminal building Rental Rate. For Common Use Leased Premises, each Airline utilizing the Common Use Leased Premises pays its pro-rata share of the product of the Terminal Building Rental Rate and the square footage of the Common Use Leased Premises based on their pro-rata share of Enplaned Passengers. For Joint Use Leased Premises, each Airline utilizing the Joint Use Leased Premises pays its pro-rata share of the product of the Terminal Building Rental Rate and the square footage of the Joint Use Leased Premises based on a formula agreed to by and between the County and the Airlines occupying the Joint Use Leased Premises. 5.2.5.2 Landing Fee Calculation In accordance with the provisions of the Airline Agreement, the annual Landing Fee Rates are calculated as follows. The annual Airfield Area Requirements is reduced by the sum non-signatory landing fees, applied PFCs, investment income, transferred coverage, and other airfield area nonairline revenues allocated to the Airfield Area Cost Center to determine the Net Airfield Area Requirement. The annual Signatory Landing Fee Rate per thousand pounds landed weight is determined by dividing the Net Airfield Area Requirement by the estimated Maximum Gross Landed Weight of all Revenue Aircraft Arrivals by the Signatory Airlines for the Fiscal Year divided by one thousand. 5.2.5.3 Security Charge In accordance with the provisions of the Airline Agreement, the annual Airlines’ Security Charge for each Fiscal Year the County calculates the annual costs associated with the operation, maintenance, management and administration of the County Sheriff’s Officers deployed at the Airport plus (i) any equipment costs necessary to support the deployed Sheriff Officers and (ii) any TSA space rental requirements less any amount received as reimbursement from TSA. These costs are then allocated to various Airport functions and Cost Centers to determine security costs allocable to the Airlines. Each Airline’s share of the annual Security Charge is determined based on the Airlines’ percentage of the total enplaned passengers for the Fiscal Year. Report of the Airport Consultant B-84 November 30, 2007 Okaloosa County Okaloosa Regional Airport 5.2.5.4 Revenue Sharing The County calculates and credits against the Airlines’ Terminal Building Rentals and Landing Fees a Revenue Sharing Credit. The Revenue Sharing Credit is determined by adding together the following Airport System revenues: x Nonairline revenues, including primarily rental car and parking revenues and revenues from Bob Sikes and Destin/Ft. Walton Beach airports. x Unadjusted Airline Revenues, including Terminal Building Rentals, Landing Fees, and Security Charges amounts prior to the application of the Revenue Sharing Credits. x Other Available Revenues, including Pledged PFC Revenue, Pledged CFC Revenue, Investment Income, Transferred Coverage, Transferred General Purpose Fund and Equipment and Capital Outlays Account amounts. Total net revenues available for revenue sharing is then determined by subtracting Operating and Maintenance Expenses, Debt Service, and Fund Deposits/Transfers, including transfers from the General Purpose Fund and Equipment and Capital Outlay Accounts; Annual Capital Outlays; and any restricted revenues included in Other Available Revenues including PFC and CFC Revenue pledged for coverage; PFC and CFC Investment Income; Non-PFC/CFC Coverage; and any other restricted charges from the above referenced Airport System revenues. Sixty (60) percent of the first $1.2 million of revenue sharing amount is shared with the Airlines and the County retains the remaining 40 percent. When net revenues available for revenue sharing exceeds $1.2 million, the Airlines receive 40 percent of the amount exceeding $1.2 million and the County retains the remaining 60 percent of the amount exceeding $1.2 million. Each Signatory Airlines’ allocable share of the credit is in proportion to its percentages of Signatory Airlines’ Terminal Building Rentals, Landing Fees and Security Charges for the Fiscal Year. 5.2.5.5 Adjustment of Airline Fees and Charges If, in the first six months of any Fiscal Year, the current Terminal Building Rentals and Landing Fees would result in an underpayment of 10 percent or more of the amount required to be generated, the County may adjust the remaining monthly Landing Fee Rate and Terminal Building Rental Rates, as applicable. 5.2.5.6 Capital Project Approvals For certain Capital Projects, the Airlines have the right, through a majority-in-interest clause, (“MII”), to defer a particular Capital Project for a period of up to twelve months. With respect to Airfield Area Capital Projects, the MII provision means more that 50 percent of Signatory Airlines that together landed more than 66 percent of the Signatory Airlines’ Landed Weight during the previous 12-month period. With respect to any Terminal Area Capital Projects, the MII provision extends to more than 50 percent of all Signatory Airlines that together lease more than 66 percent of the total square footage of Signatory Airlines’ Preferential Use Space. Capital Projects that are excluded from this MII provision include: x Any Capital Project in either the Terminal Area or Airfield cost center that has a net capital cost of $500,000 or less, or whenever the aggregate net capital costs of Capital Projects proposed in any Fiscal Year is estimated to not exceed $1 million. These limitation amounts are adjusted annually by a CPI adjustment. Net capital cost means the capital cost exclusive of Grants-in-Aid and PFCs, the capital cost funded from bonds amortized from PFCs, and Report of the Airport Consultant B-85 November 30, 2007 Okaloosa County Okaloosa Regional Airport any other portion of the capital cost paid from funds not included in Signatory airlines’ rates and charges. x Any Capital Project needed for emergency or safety purposes. x Any Capital Project needed to comply with any applicable law, rule regulation, policy of order of any federal, state or local agency or court or any federal or state grant agreement or airport certification requirement. x Any Capital Project needed to remedy any environmental problem. x Any Capital Project needed to repair any casualty damage not covered by insurance. x Any Capital Project needed to settle lawful claims, satisfy judgments or comply with judicial orders against the County. x Any Capital Project in the Terminal Area Cost Center or the Airfield Cost Center where the Debt Service related to the capital project is not paid through Signatory Airline rates and charges. x Any Capital Project in the Terminal Area Cost Center of the Airfield Cost Center that does not result in an increase in Terminal Building Rentals or Landing Fees paid by the Signatory Airlines. x Any Capital Project related to any Airport gate construction, improvements or repairs that are funded with MAP funds. 5.2.5.7 Extraordinary Coverage The Airline Agreement provides that for any Fiscal Year in which Revenues less O&M Expenses plus other funds available to meet the County’s Rate Covenant under the Indenture is or is projected to be less than 125 percent of the Debt Service Requirement, the Airlines will make Extraordinary Coverage Protection Payments to the County in an amount equal to the calculated or projected shortfall in Revenues. Payments will be apportioned among the Airlines based on their pro-rata share of Terminal Building Rentals and Landing Fees for the Fiscal Year. Extraordinary Coverage Protection Payments will be repaid to the Airlines as soon as funds are available for repayment. 5.3 Financing Plan As discussed earlier, the proceeds of the Series 2007 Bond will fund, in part, the 2007 Project as described in Chapter I. As presented in Chapter IV, see Table IV-1 and Table IV-2, the total cost associated with the 2007 Project is approximately $13.2 million, with approximately $7.4 million funded from the proceeds of the Series 2007 Bonds. A list of sources and uses of funds resulting from the sale of the Series 2007 Bonds is presented in Table V-1. The Series 2007 Bonds have the following characteristics: x Fixed rate securities were issued. x The Series 2007 Bonds are taxable and have an average interest rate of approximately 7.4 percent. x The Series 2007 Bonds have a debt service reserve requirement that is initially funded with bond proceeds at the maximum annual debt service. Report of the Airport Consultant B-86 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-1 Estimated Sources and Uses of Funds 2007 Project Sources: Par Amount of Bonds $9,980,000 TOTAL SOURCES $9,980,000 Uses: Construction Fund Deposit Capitalized Interest Fund Deposit Debt Service Reserve Fund Deposit Other Costs of Issuance $7,229,188 797,732 892,975 1,060,106 TOTAL USES $9,980,000 Sources: Okaloosa Regional Airport Fullerton & Friar, Inc. (November 2007) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant B-87 November 30, 2007 Okaloosa County Okaloosa Regional Airport x A portion of Series 2007 Bonds will be used to pay interest through completion of the 2007 Project. x The Series 2007 Bonds have a final maturity date of October 1, 2030. Table V-2 presents the annual debt service requirements resulting from the issuance of the Series 2007 Bonds as well as the existing Airport debt service on Series 2003 Bonds, the only other outstanding series, and anticipated commercial paper expense. The annual debt service requirement in FY 2010 on Series 2007 Bonds, the first full year of debt service on that series, is approximately $891,775. Aggregate annual debt service thereafter on Series 2003 and Series 2007 Bonds is approximately $1.7 million. Commercial paper expense in FY 2010, the first year of principal and interest payments on the estimated $2.0 million total commercial paper draw that is anticipated to fund a portion of project costs in FY 2008 and FY 2009, is estimated at approximately $253,000. Report of the Airport Consultant B-88 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-2 Debt Service and Commercial Paper Expense (Fiscal Year Ended September 30) Actual 2006 Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Series 2003 Airfield Area Terminal Area Parking/Ground Transportation General Support Facilities Administration General Aviation $54,328 654,138 88,730 0 0 0 $53,915 653,913 88,043 0 0 0 $53,228 652,575 92,230 0 0 0 $52,888 655,375 91,150 0 0 0 $57,288 651,975 89,950 0 0 0 $56,438 652,838 88,675 0 0 0 $55,538 652,713 87,325 0 0 0 $54,613 651,844 90,938 0 0 0 $53,663 655,206 89,275 0 0 0 $57,563 650,906 92,350 0 0 0 $56,188 651,056 90,150 0 0 0 $797,195 $795,870 $798,033 $799,413 $799,213 $797,950 $795,575 $797,394 $798,144 $800,819 $797,394 Airfield Area Terminal Area Parking/Ground Transportation General Support Facilities Administration General Aviation $0 0 0 0 0 0 $0 0 0 0 0 0 $0 0 0 0 0 0 $0 0 554,988 0 0 0 $0 0 891,775 0 0 0 $0 0 887,675 0 0 0 $0 0 892,975 0 0 0 $0 0 887,075 0 0 0 $0 0 890,575 0 0 0 $0 0 892,875 0 0 0 $0 0 888,188 0 0 0 TOTAL SERIES 2007 $0 $0 $0 $554,988 $891,775 $887,675 $892,975 $887,075 $890,575 $892,875 $888,188 $54,328 654,138 88,730 0 0 0 $53,915 653,913 88,043 0 0 0 $53,228 652,575 92,230 0 0 0 $52,888 655,375 646,138 0 0 0 $57,288 651,975 981,725 0 0 0 $56,438 652,838 976,350 0 0 0 $55,538 652,713 980,300 0 0 0 $54,613 651,844 978,013 0 0 0 $53,663 655,206 979,850 0 0 0 $57,563 650,906 985,225 0 0 0 $56,188 651,056 978,338 0 0 0 $797,195 $795,870 $798,033 $1,354,400 $1,690,988 $1,685,625 $1,688,550 $1,684,469 $1,688,719 $1,693,694 $1,685,581 $0 $0 $49,500 $90,000 $252,758 $252,758 $252,757 $252,758 $252,758 $252,758 $252,758 $797,195 $795,870 $847,533 $1,444,400 $1,943,746 $1,938,383 $1,941,307 $1,937,227 $1,941,477 $1,946,452 $1,938,339 TOTAL SERIES 2003 Series 2007 B-89 Total Debt Service Airfield Area Terminal Area Parking/Ground Transportation General Support Facilities Administration General Aviation TOTAL DEBT SERVICE TOTAL COMMERCIAL PAPER EXPENSE TOTAL DEBT SERVICE AND COMMERCIAL PAPER EXPENSE Sources: Okaloosa Regional Airport Fullerton & Friar, Inc. (Series 2003 - July 2004; Series 2007 - November 2007; Commercial Paper - August 2007) Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport 5.4 Operations and Maintenance Expenses Table V-3 below illustrates historical O&M Expense for the Airport System from FY 2002 through Estimated FY 2006. Table V-3 Historical O&M Expenses Fiscal Year Ended 1/ Actual 2002 Actual 2003 Actual 2004 Actual 2005 Actual 2006 Compounded Annual Growth Rate Total O&M Expenses ($000) $2,634 $2,972 1/ $3,079 $4,347 $5,134 18.2% Enplaned Passengers 329,481 355,367 388,958 407,053 370,558 4.0% O&M Expenses per Passenger $8.00 $8.36 $7.92 $10.68 $13.85 14.7% Estimated O&M for the purposes of rates and charges calculations. Source: Okaloosa County, Okaloosa Regional Airport Prepared by: Ricondo & Associates, Inc. Historical O&M Expenses from FY 2002 to FY 2006 increased at a compounded annual growth rate of 18.2 percent, higher than inflationary impacts. This annual increase can be attributed to increased personnel costs in the administration function and increased contracted services expenses, each of which are primarily attributable to the new terminal building. Insurance, utilities, and cost of fuel were also contributors to the increase in expenses. As described in Section 5.5 of this chapter, nonairline revenues also experienced strong growth over this period. To a large degree, growth in nonairline revenues offset the growth in O&M expenses. Table V-4 presents O&M Expense for Okaloosa County Airport System by type of expense, airport, and cost center for FY 2006, Budgeted FY 2007, and projected FY 2008 through FY 2016. O&M expenses were approximately $5.1 million in FY 2006, budgeted to be $5.9 million in FY 2007, and projected to increase to $9.0 million in FY 2016. The increase in O&M Expenses projected between FY 2007 and FY 2016 represents a compounded annual growth rate of 4.8 percent. As discussed earlier, there are seven direct and indirect categories of expenses included in the Airport’s financial structure. The major expense categories include the following: x Personnel Services. These expenses represent the salaries, wages, and benefits associated with employment of all Airport personnel as well as personnel at Destin/Ft. Walton Beach Airport and Bob Sikes Airport. These expenses are projected to increase from approximately $2.3 million budgeted in FY 2007 to approximately $3.8 million in FY 2016. The compounded annual growth rate for these expenses for the period FY 2007 to FY 2016 is 5.9 percent. x Professional Services. These expenses include costs associated with accounting and auditing, attorney, consulting, engineering, permitting, and other services that support the operation of the Airport System. Professional services expenses are projected to increase from approximately $305,000 in the FY 2007 budget to approximately $435,000 in FY 2016, Report of the Airport Consultant B-90 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-4 Operation & Maintenance Expenses (Fiscal Year Ended September 30) Actual 2006 Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Airport System O&M by Type of Expense: Personnel Services Professional Services Contract Services Utilities Rentals & Leases Maintenance & Repairs Other $1,978,727 349,988 907,927 544,290 335,305 503,147 514,605 $2,286,978 305,300 1,208,888 566,690 554,900 354,188 665,690 $2,421,152 317,512 1,257,244 589,358 521,734 364,814 684,837 $2,563,297 330,212 1,307,533 612,932 537,386 375,758 705,382 $2,713,893 343,421 1,559,835 687,449 553,508 387,031 726,543 $2,873,449 357,158 1,626,408 715,992 570,113 398,642 748,340 $3,042,503 371,444 1,682,977 742,510 587,216 410,601 770,790 $3,221,629 386,302 1,741,809 770,089 604,833 422,919 793,913 $3,411,435 401,754 1,802,994 798,770 622,978 435,607 817,731 $3,612,563 417,824 1,866,627 828,599 641,667 448,675 842,263 $3,825,699 434,537 1,932,805 859,622 660,917 462,135 867,531 TOTAL O&M EXPENSES $5,133,989 $5,942,634 $6,156,649 $6,432,501 $6,971,680 $7,290,101 $7,608,042 $7,941,494 $8,291,268 $8,658,218 $9,043,245 Okaloosa Regional Airport: Personnel Services Professional Services Contract Services Utilities Rentals & Leases Maintenance & Repairs Other $1,725,273 266,917 902,227 517,630 331,392 362,054 435,107 $1,978,479 252,500 1,129,688 531,200 550,900 247,188 556,034 $2,094,143 262,600 1,174,876 552,448 517,614 254,604 572,715 $2,216,668 273,104 1,221,871 574,546 533,142 262,242 589,896 $2,346,467 284,028 1,470,745 647,528 549,137 270,109 607,593 $2,483,976 295,389 1,533,755 674,474 565,611 278,212 625,821 $2,629,663 307,205 1,586,618 699,331 582,579 286,559 644,596 $2,784,018 319,493 1,641,596 725,182 600,056 295,155 663,934 $2,947,567 332,273 1,698,772 752,068 618,058 304,010 683,852 $3,120,863 345,564 1,758,236 780,029 636,600 313,130 704,367 $3,304,497 359,386 1,820,078 809,108 655,698 322,524 725,498 TOTAL O&M EXPENSES $4,540,598 $5,245,989 $5,429,000 $5,671,469 $6,175,607 $6,457,239 $6,736,550 $7,029,435 $7,336,600 $7,658,789 $7,996,790 Destin/Ft. Walton Beach Airport 242,350 350,927 367,795 385,527 404,169 423,771 444,384 466,062 488,864 512,851 538,086 Bob Sikes Airport 351,041 345,718 359,855 375,505 391,904 409,091 427,108 445,997 465,804 486,578 508,368 $5,133,989 $5,942,634 $6,156,649 $6,432,501 $6,971,680 $7,290,101 $7,608,042 $7,941,494 $8,291,268 $8,658,218 $9,043,245 $562,469 2,009,247 416,562 307,564 1,244,757 593,390 $733,939 2,485,558 478,533 316,254 1,231,706 696,645 $745,337 2,597,583 478,557 322,779 1,284,743 727,650 $778,308 2,716,358 498,985 337,610 1,340,208 761,031 $812,912 2,840,908 770,375 353,192 1,398,220 796,073 $849,238 2,971,532 808,002 369,567 1,458,901 832,862 $887,380 3,108,544 831,466 386,777 1,522,383 871,491 $927,437 3,252,278 856,048 404,870 1,588,802 912,059 $969,514 3,403,083 881,807 423,893 1,658,302 954,668 $1,013,721 3,561,330 908,803 443,899 1,731,036 999,428 $1,060,178 3,727,408 937,102 464,941 1,807,162 1,046,455 $5,133,989 $5,942,634 $6,156,649 $6,432,501 $6,971,680 $7,290,101 $7,608,042 $7,941,494 $8,291,268 $8,658,218 $9,043,245 $815,838 2,914,330 604,206 799,614 $1,002,408 3,394,755 653,576 891,895 $1,018,787 3,550,584 654,129 933,149 $1,063,486 3,711,653 681,817 975,544 $1,095,542 3,828,624 1,038,217 1,009,296 $1,143,889 4,002,532 1,088,345 1,055,334 $1,195,530 4,188,013 1,120,200 1,104,299 $1,249,742 4,382,517 1,153,544 1,155,691 $1,306,663 4,586,510 1,188,457 1,209,639 $1,366,442 4,800,482 1,225,018 1,266,276 $1,429,235 5,024,951 1,263,315 1,325,745 $5,133,989 $5,942,634 $6,156,649 $6,432,501 $6,971,680 $7,290,101 $7,608,042 $7,941,494 $8,291,268 $8,658,218 $9,043,245 Airport System O&M by Airport: B-91 AIRPORT SYSTEM TOTAL Airport System O&M by Cost Center: Airfield Area Terminal Area Parking/Ground Transportation General Support Facilities Administration General Aviation AIRPORT SYSTEM TOTAL Airport System O&M by Cost Center After Allocation: Airfield Area Terminal Area Parking/Ground Transportation General Aviation AIRPORT SYSTEM TOTAL Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport representing a compounded annual growth rate for these expenses of approximately 4.0 percent over the period. x Contract Services. This category includes services provided by outside contractors such as security, parking, skycap, lawn maintenance, and other services. In addition, certain costs related to County administrative functions that are allocated to the Airport are included in this category. Contributing to the O&M increase in Budget FY 2007 as compared to FY 2006 is an increase of approximately $250,000 in contract service expenses. These expenses are projected to increase from approximately $1.2 million budgeted in FY 2007 to approximately $1.9 million in FY 2016. A portion of this increase is attributable to contract services expenses included in the O&M component of the new rental car service facility, estimated at approximately $200,000 in FY 2010 and escalated at 3.0 percent per year thereafter. The compounded annual growth rate for these expenses for the period FY 2007 to FY 2016 is 5.4 percent. x Utilities. Utilities expenses include the cost of electricity, gas, sewer and water, and waste disposal for the Airport System. The compounded annual growth rate for these expenses for the period FY 2007 to FY 2016 is 4.7 percent and they are projected to increase from approximately $567,000 in the FY 2007 budget to approximately $860,000 in FY 2016. A portion of this increase is attributable to utilities expenses anticipated for the new rental car service facility, estimated at approximately $50,000 in FY 2010 and escalated at 3.0 percent per year thereafter. x Rentals & Leases. This category includes Airport System costs related to the rental and lease of land, buildings, equipment, and fleet vehicles. The largest component of this expense category is the County’s lease expense associated with the Joint-Use Agreement. Total Rentals and Leases expense is projected to increase from approximately $555,000 in the FY 2007 budget to approximately $661,000 in FY 2016. The FY 2007 budget currently includes an increase of approximately $230,000 in land lease expenses that did not materialize. Representative of the conservative approach used to budget this item in FY 2007, the actual FY 2008 land lease amount in the new lease, and the 3.0 percent escalation factor applicable to the land lease and the Joint-Use Agreement for the period FY 2008 through the end of their terms, the compounded annual growth rate for these expenses for the period FY 2007 to FY 2016 is 2.0 percent.. x Maintenance & Repairs. Expenses related to the maintenance and repair of Airport System facilities and equipment is included in this category. Maintenance and repairs expenses are projected to increase from the budgeted FY 2007 amount of approximately $354,000 to approximately $462,000 in FY 2016, representing a compounded annual growth rate of approximately 3.0 percent. x Others. The largest single expense item included in this category of expense is insurance. Additional items included in this category include, but are not limited to, advertising, promotion, supplies, training, and memberships. The compounded annual growth rate for these expenses for the period FY 2007 to FY 2016 is 3.0 percent and they are projected to increase from approximately $666,000 in the FY 2007 budget to approximately $868,000 in FY 2016. Specific points concerning the projections of O&M Expenses by Direct Cost Center, after the allocation of indirect expenses are discussed below: Report of the Airport Consultant B-92 November 30, 2007 Okaloosa County Okaloosa Regional Airport 5.4.1 Airfield Area O&M Expenses in the Airfield Area Cost Center are expected to increase from approximately $1.0 million budgeted in FY 2007 to approximately $1.4 million in FY 2016. This increase represents a compounded annual growth rate of 4.0 percent during this period. 5.4.2 Terminal Area O&M Expenses in the Terminal Area Cost Center are expected to increase from approximately $3.4 million budgeted in FY 2007 to approximately $5.0 million in FY 2016. This increase represents a compounded annual growth rate of 4.5 percent during this period. 5.4.3 Parking/Ground Transportation O&M Expenses in the Parking/Ground Transportation Cost Center are expected to increase from approximately $654,000 budgeted in FY 2007 to approximately $1.3 million in FY 2016. This increase represents a compounded annual growth rate of 7.6 percent during this period and includes anticipated O&M expenses associated with the new rental car service facility. The O&M component of the new service facility is estimated at approximately $250,000 in FY 2010, the first full year after DBO, and anticipated to increase at a rate of 3.0 percent per year. 5.4.4 General Aviation O&M Expenses in the General Aviation Cost Center are expected to increase from approximately $892,000 budgeted in FY 2007 to approximately $1.3 million in FY 2016. This increase represents a compounded annual growth rate of 4.5 percent during this period. 5.5 Nonairline Revenues Table V-5 below illustrates historical Nonairline Revenues from FY 2002 through Estimated FY 2006: Report of the Airport Consultant B-93 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-5 Historical Nonairline Revenues Actual 2002 Actual 2003 Actual 2004 Actual 2005 Total Nonairline Revenues ($000) $2,894 $3,364 $3,441 $4,352 $5,139 15.4% Enplaned Passengers 329,481 355,367 388,958 407,053 370,558 4.0% Nonairline Revenue per Passenger $8.78 $9.47 $8.85 $10.69 $13.87 12.1% Fiscal Year Ended Actual 2006 Compounded Annual Growth Rate Source: Okaloosa County, Okaloosa Regional Airport Prepared by: Ricondo & Associates, Inc. Historical nonairline revenue from FY 2002 to FY 2006 increased at a compounded annual growth rate of 15.4 percent. This annual increase can be attributed to growth in rental car revenues and parking revenues at the Airport, strong growth in revenues at the County’s two general aviation airports, and growth in other revenue items. Nonairline revenues presented in Table V-5 for FY 2005 and FY 2006 include the proceeds of land sales at Bob Sikes Airport. Per the terms of the Indenture, land sale proceeds are excluded from Revenues in the determination of Airline rates and charges. Table V-6 presents nonairline revenues for the Airport System by airport and type of revenue for FY 2006, Budgeted FY 2007, and projected FY 2008 through 2016. Nonairline revenues are budgeted to be approximately $5.4 million in FY 2007 and projected to be approximately $7.9 million in FY 2016. This increase represents a compounded annual growth rate of 4.4 percent. In general, projections of future nonairline revenues were based on a review of existing agreements, historical trends, the anticipated impacts of inflation, expected rate/revenue increases, and the projected growth in activity. Starting in FY 2010, an increase of approximately $250,000 in rental car revenues, escalated at 3.0 percent per year thereafter, is expected as an offset to incremental O&M expenses anticipated to result from the new rental car service facility. Specific points concerning these projections are discussed below: 5.5.1 Rental Car Revenue Rental car revenue at the Airport is comprised of commission fees, terminal and parking area space rents, and anticipated service facility rentals (including reimbursements for the facility’s O&M component). Total rental car revenues are projected to increase from approximately $2.7 million budgeted in FY 2007 to approximately $4.1 million in FY 2016, representing a compounded annual growth rate of approximately 4.8 percent. Commission revenues for the period FY 2007 through FY 2010 are primarily comprised of minimum annual guarantees (MAG) included in the rental car concession agreement. In addition to the MAG, commission revenues included in Table V-6 include commissions on excess rental car gross revenues, an amount budgeted at $60,000 in FY 2007, and increased thereafter based on anticipated inflationary impacts. Beyond FY 2010, total rental car commission revenues are projected to increase based on projected activity growth and inflationary impacts. Report of the Airport Consultant B-94 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-6 Nonairline Revenue by Airport and Revenue Source (Fiscal Year Ended September 30) Actual 2006 Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Okaloosa Regional Airport: B-95 Rental Car (excluding CFC) Commission Auto Rentals - Other Service Facility $1,954,091 341,265 0 $2,104,817 418,972 149,700 $2,184,368 431,541 154,191 $2,276,706 444,487 158,816 $2,359,365 457,822 413,581 $2,462,691 471,557 425,988 $2,570,543 485,703 438,768 $2,683,117 500,274 451,931 $2,800,622 515,283 465,489 $2,923,273 530,741 479,453 $3,051,295 546,663 493,837 TOTAL RENTAL CAR $2,295,356 $2,673,489 $2,770,100 $2,880,010 $3,230,768 $3,360,236 $3,495,014 $3,635,323 $3,781,394 $3,933,468 $4,091,796 Concessionaire Advertising Parking Miscellaneous/Limos TSA Rentals & Reimbursements Fuel Flowage Other Revenue $123,929 55,223 1,527,290 56,012 191,174 49,752 43,754 $155,500 40,000 1,513,000 63,450 203,405 84,000 21,374 $162,310 41,104 1,579,260 65,354 213,575 86,053 22,015 $169,418 42,238 1,648,423 67,314 224,254 88,156 22,676 $176,838 43,403 1,720,614 69,334 235,467 90,310 23,356 $184,582 44,600 1,795,967 71,414 247,240 92,517 24,057 $192,666 45,831 1,874,620 73,556 259,602 94,778 24,778 $201,103 47,095 1,956,717 75,763 272,582 97,094 25,522 $209,911 48,394 2,042,410 78,035 286,211 99,467 26,287 $219,103 49,729 2,131,855 80,377 300,522 101,898 27,076 $228,699 51,101 2,225,218 82,788 315,548 104,388 27,888 TOTAL OKALOOSA REGIONAL $4,342,490 $4,754,218 $4,939,771 $5,142,488 $5,590,089 $5,820,613 $6,060,844 $6,311,199 $6,572,109 $6,844,028 $7,127,426 $1,170 232,357 132,268 0 $1,080 209,243 153,304 0 $1,112 215,520 157,903 0 $1,146 221,986 162,640 0 $1,180 228,645 167,519 0 $1,216 235,505 172,545 0 $1,252 242,570 177,721 0 $1,290 249,847 183,053 0 $1,328 257,342 188,545 0 $1,368 265,063 194,201 0 $1,409 273,015 200,027 0 $365,795 $363,627 $374,536 $385,772 $397,345 $409,265 $421,543 $434,190 $447,215 $460,632 $474,451 $6,110 46,362 45,631 189,630 0 733 $6,107 39,852 68,444 121,623 0 0 $6,290 41,048 70,497 125,272 0 0 $6,479 42,279 72,612 129,030 0 0 $6,673 43,547 74,791 132,901 0 0 $6,873 44,854 77,034 136,888 0 0 $7,080 46,199 79,345 140,994 0 0 $7,292 47,585 81,726 145,224 0 0 $7,511 49,013 84,177 149,581 0 0 $7,736 50,483 86,703 154,068 0 0 $7,968 51,998 89,304 158,690 0 0 $288,465 $236,026 $243,107 $250,400 $257,912 $265,649 $273,619 $281,827 $290,282 $298,991 $307,960 $4,996,750 $5,353,871 $5,557,413 $5,778,660 $6,245,346 $6,495,528 $6,756,007 $7,027,216 $7,309,607 $7,603,650 $7,909,837 Destin/Fort Walton Beach Airport Landing Fee Revenue Fixed Base Operation Hangar and Field Fees Other Revenue TOTAL DESTIN/FORT WALTON BEACH Bob Sikes Airport Federal Government Fixed Base Operation Hangar and Field Fees Crestview Aerospace Land Sale - Industrial Park Miscellaneous TOTAL BOB SIKES TOTAL - AIRPORT SYSTEM Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport 5.5.2 Public Parking Parking revenue at the Airport is projected to increase from approximately $1.5 million budgeted in FY 2007 to approximately $2.2 million in FY 2016, representing a compounded annual growth rate of approximately 4.4 percent. The County’s contract with the existing parking operator, Republic Parking, expired at the end of FY 2005. Since then, the parking contract has been extended on a month-to-month basis using key provisions of the expired lease. The County is currently examining alternative parking agreements, including a parking management contract, seeking to maximize parking revenues. For the purposes of this analysis, parking revenue projections are developed consistent with the prior parking agreement. Should the County execute a parking management contract, or other agreement, the parking revenue projection contained herein could be understated. Therefore, growth in parking revenues in this projection methodology is attributable to projected growth in passenger traffic and assumed parking rate increases. As presented in Chapter III, passenger enplanements at the Airport are projected to increase at a compounded average annual rate of approximately 2.8 percent from FY 2007 to FY 2016. That growth rate is applied to parking revenues through the projection period in addition to a parking rate increase assumed to be implemented prior to the start of FY 2008. The assumed parking rate increase will raise the maximum daily rate in for short term parking from $8.50 to $10.00 and the maximum daily rate for the long term lot from $6.00 to $7.00. 5.5.3 Passenger Building Revenue Passenger building revenue at the Airport is primarily comprised of concessionaire and advertising revenues. Total passenger building revenues are projected to increase from approximately $196,000 budgeted in FY 2007 to approximately $280,000 in FY 2016, representing a compounded annual growth rate of approximately 4.0 percent. The County executed a 15-year concession agreement with the Airport’s current concessionaire on June 7, 2004. Under the terms of the existing agreement, the concessionaire pays a MAG or a percentage rent based on total food and beverage sales, whichever is greater. In each full year of operation under this agreement, revenues from the concessionaire have exceeded the MAG. Future concessionaire revenues are projected based on anticipated passenger growth at the Airport and inflationary impacts. The County’s existing contract for advertising in the terminal building has a term extending 10-years from DBO of the new terminal. Per the existing contract, advertising revenue received by the County is comprised of a commission calculated based on 30 percent of gross revenues received by the advertiser for static terminal rentals and 23 percent of gross revenues received from video, motion, or computer advertising. Future advertising revenues are projected based on anticipated passenger growth at the Airport. 5.5.4 TSA Rentals and Reimbursements TSA rentals and reimbursements are projected to increase from approximately $203,400 budgeted in FY 2007 to approximately $316,000 in FY 2016, representing a compounded annual growth rate of approximately 5.0 percent. Report of the Airport Consultant B-96 November 30, 2007 Okaloosa County Okaloosa Regional Airport 5.5.5 Fuel Flowage Fuel flowage revenues are projected to increase from approximately $84,000 budgeted in FY 2007 to approximately $105,000 in FY 2016, representing a compounded annual growth rate of approximately 2.5 percent. Under the County’s current agreement with Flightline, Inc., that company manages and operates the Airport’s fueling concession and is reimbursed for a portion of its incurred expenses. Currently, the County reimburses Flightline expenses at a rate of $2,000 per month, or $24,000 per year, which is included as a component in Airport O&M. For the right to do business at the Airport, Flightline is charged a fuel flowage fee of $0.02 per gallon pumped. The current five-year contract became effective on January 1, 2007, and provides Flightline an option for a five-year extension at the end of the initial term. The contract does include provisions for increasing the fuel flowage fee; however, for the sake of this analysis no increases area assumed. Therefore, projected increases in fuel flowage revenues at the Airport are attributable to increased aircraft operations. 5.5.6 Miscellaneous/Limo Miscellaneous and limousine revenues are projected to increase from approximately $63,500 budgeted in FY 2007 to approximately $82,800 in FY 2016, representing a compounded annual growth rate of approximately 3.0 percent. 5.5.7 Other Other revenues are projected to increase from approximately $21,400 budgeted in FY 2007 to approximately $27,900 in FY 2016, representing a compounded annual growth rate of approximately 3.0 percent. 5.5.8 Destin/Fort Walton Beach Airport Revenues items at Destin/Ft. Walton Beach Airport include fixed based operation rentals and fees, hangar and field fees, and landing fee revenue. Total revenues are projected to increase from approximately $363,600 budgeted in FY 2007 to approximately $474,500 in FY 2016. This increase, representing a compounded annual growth rate of 3.0 percent, is primarily attributable to anticipated rental rate increases reflective of inflationary impacts. 5.5.9 Bob Sikes Airport Revenues items Bob Sikes Airport include fixed based operation rentals and fees, hangar and field fees, and rentals from tenants, including the federal government. Total revenues are projected to increase from approximately $236,000 budgeted in FY 2007 to approximately $308,000 in FY 2016. This increase, representing a compounded annual growth rate of 3.0 percent, is primarily attributable to anticipated rental rate increases reflective of inflationary impacts. 5.6 PFC and CFC Revenues The Airport is currently authorized to collect a passenger facility charge (PFC) of $4.50 per enplaned passenger. The Airport is currently authorized by the FAA to collect a total PFC amount of approximately $37.3 million and has collected approximately $8.6 million through March 2007. County Ordinance No. 07-21 adopted on May 1, 2007, imposed a uniform CFC of $3.25 per rental transaction day on rental car customers’ rental agreements at the Airport beginning on July 1, 2007. The CFC can be increased by subsequent ordinance of the County. Projected FY 2007 CFC Report of the Airport Consultant B-97 November 30, 2007 Okaloosa County Okaloosa Regional Airport collections reflect the CFC rate increase from $2.50 to $3.25 on July 1, 2007. Table V-7 presents projections of PFC and CFC collections for the forecast period based on the activity forecast prepared in Chapter III of this report. For the purposes of this analysis, it is assumed that 90 percent of enplaning passengers at the Airport are PFC-eligible, and no changes to the current PFC rate or administrative expense are assumed. In addition to the CFC rate increase in FY 2007, the CFC projection assumes that the ratio of rental car transaction days per enplanement experienced in FY 2006 remains constant through the projection period. As shown in Table V-7, the PFC and CFC potential collections based on the forecast are more than sufficient to cover the estimated total annual debt service for Series 2003 Bonds and Series 2007 Bonds, respectively. 5.7 Airline Rates Airline rates for the period Budget FY 2007 through FY 2016, calculated per the requirements of the Airline Agreement, are presented in the following sections. Included in the calculation of terminal rental rate, landing fee rate, and security charges are projected amounts of net revenues available for revenue sharing. 5.7.1 Terminal Rental Rate The terminal rental rate calculation combines direct and indirect O&M expenses and debt service and other requirements attributable to the Terminal Area Cost Center to determine the Terminal Area Requirement. Terminal area other revenue credits, passenger loading bridge charges, and personnelrelated security costs allocable to the Airlines’ Security Charge are credited to the Terminal Area Requirement resulting in a Net Terminal Area Requirement. The Average Terminal Building Rental Rate is calculated by dividing the Net Terminal Area Requirement by the Airline Rentable Space for the Terminal Building, which is defined as the sum of rentable space and space assigned to the TSA for pre-boarding screening of airline passengers and baggage. Table V-8 presents the calculation of the Signatory Airlines’ Terminal Rental Rate. Per the Airline Agreement, a revenue sharing credit is included in the calculation. Based on the existing Airline Agreement, 60 percent of the calculated Total Revenue Sharing Credit in each year is allocable to the terminal and 40 percent is allocable to the airfield. The amount allocable to the terminal is further allocated to Airlines’ Rented Space and Security Space based on their pro-rata share of terminal square footage. After application of allocable amounts of projected revenue sharing credits to Airlines’ Rented Space, the Signatory Airlines’ Effective Terminal Rental Rate as Adjusted is projected to increase from approximately $40.47 per square foot in FY 2007, to approximately $65.77 per square foot in FY 2016. This increase is primarily attributable to increasing O&M expenses, growth in annual capital charges, and increasing amortization expense. 5.7.2 Landing Fee Rate The Signatory Airline landing fee rate calculation combines direct and indirect O&M expenses and debt service and other requirements attributable to the Airfield Area Cost Center to determine the Airfield Area Requirement. Airfield area nonairline revenues and other revenue credits attributable to the Airfield Area Cost Center are applied to the Airfield Area Requirement to calculate the Net Airfield Area Requirement. The Net Airfield Area Requirement is divided by Signatory Airline landed weight to determine the Signatory Airline Unadjusted Landing Fee Rate per thousand pounds Report of the Airport Consultant B-98 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-7 Projected PFC and CFC Collections (Fiscal Year Ended September 30) Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Total Enplanements PFC Eligible Enplanement % 399,600 90% 411,000 90% 422,100 90% 433,700 90% 445,900 90% 458,400 90% 471,700 90% 485,200 90% 499,600 90% 514,300 90% Total PFC Eligible Enplanements 359,640 369,900 379,890 390,330 401,310 412,560 424,530 436,680 449,640 462,870 PFC Rate Less: Admininstration Expense $4.50 0.11 $4.50 0.11 $4.50 0.11 $4.50 0.11 $4.50 0.11 $4.50 0.11 $4.50 0.11 $4.50 0.11 $4.50 0.11 $4.50 0.11 Net PFC Rate $4.39 $4.39 $4.39 $4.39 $4.39 $4.39 $4.39 $4.39 $4.39 $4.39 $1,578,820 $1,623,861 $1,667,717 $1,713,549 $1,761,751 $1,811,138 $1,863,687 $1,917,025 $1,973,920 $2,031,999 PFC Collections TOTAL PFC COLLECTIONS Less: PFCs Pledged To Pay Debt Service Less: PFC Pledged Coverage NET REMAINING PFCs AVAILABLE FOR PAY-AS-YOU-GO PROJECTS ($795,870) 331 ($798,033) (541) ($799,413) (345) ($799,213) 50 ($797,950) 316 $783,281 $825,288 $867,960 $914,386 $964,117 B-99 Budget 2007 CFC Collections 2008 2009 2010 2011 ($795,575) 594 $1,016,157 Projected 2012 ($797,394) (455) $1,065,838 2013 ($798,144) (188) $1,118,694 ($800,819) (669) $1,172,432 2014 2015 ($797,394) 856 $1,235,462 2016 1/ Total Enplanements Rental Car Transaction Days per Enplanement 399,600 0.94 411,000 0.94 422,100 0.94 433,700 0.94 445,900 0.94 458,400 0.94 471,700 0.94 485,200 0.94 499,600 0.94 514,300 0.94 Total Rental Car Transaction Days 376,887 387,639 398,108 409,049 420,556 432,345 444,889 457,622 471,203 485,068 $2.69 $3.25 $3.25 $3.25 $3.25 $3.25 $3.25 $3.25 $3.25 $3.25 $1,012,885 $1,259,828 $1,293,852 $1,329,410 $1,366,806 $1,405,122 $1,445,890 $1,487,271 $1,531,411 $1,576,471 CFC Rate TOTAL CFC COLLECTIONS Less: Less: Less: Less: Less: CFCs Pledged To Pay Debt Service CFC Pledge Coverage CFCs Used for Eligible O&M Expenses CFC Revenues for Ground Rentals on Other Areas CFCs for Operation and Maintenance Reserve Fund NET REMAINING CFCs AVAILABLE FOR PAY-AS-YOU-GO PROJECTS 1/ $0 0 (108,193) 0 0 $904,692 $0 0 (108,193) (34,119) 0 $1,117,516 ($554,988) (138,747) (108,193) (35,143) 0 ($891,775) (84,197) (96,295) (36,197) (41,667) ($887,675) 1,025 (21,295) (37,283) 0 ($892,975) (1,325) (21,295) (38,401) 0 ($887,075) 1,475 (21,295) (39,553) 0 ($890,575) (875) (21,295) (40,740) 0 ($892,875) (575) (21,295) (41,962) 0 ($888,188) 1,172 (21,295) (43,221) 0 $456,782 $179,279 $421,578 $451,126 $499,442 $533,786 $574,704 $624,939 In FY 2011, the year in which the maximum amount of CFCs are pledged to debt service and coverage, approximately 63 percent of total CFC collections are pledged to debt service and coverage, or used for eligible O&M expenses. Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-8 Signatory Airlines' Terminal Rental Rate (Fiscal Year Ended September 30) Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Terminal Area Operating Requirement Total O&M (Direct and Indirect) Allocated Indirect Other Requirements Debt Service & Other Airport Requirements Series 2003 Debt Service Coverage Fund Deposits: O&M Reserve Repair & Rehabilitation Fund Capital Charges: Annual Capital Charges Amortization TERMINAL AREA REQUIREMENT B-100 Less: Other Revenue Credits and Airline Reimbursements Applied PFC Revenue 1/ Allocated Investment Income Transfer from General Purpose Fund 2/ Passenger Loading Bridge Charge Security Cost Reimbursement $3,394,755 62,551 $3,550,584 69,346 $3,711,653 72,997 $3,828,624 71,575 $4,002,532 74,387 $4,188,013 76,846 $4,382,517 79,741 $4,586,510 82,735 $4,800,482 85,832 $5,024,951 89,035 $653,913 163,478 $652,575 163,144 $655,375 163,844 $651,975 162,994 $652,838 163,209 $652,713 163,178 $651,844 162,961 $655,206 163,802 $650,906 162,727 $651,056 162,764 $138,600 78,967 $16,373 0 $21,104 0 $22,124 0 $24,361 0 $24,324 0 $25,511 0 $26,760 0 $28,074 0 $29,457 0 $80,065 0 $82,724 6,911 $85,471 6,911 $88,310 6,911 $91,243 6,911 $94,274 6,911 $97,405 9,258 $100,640 11,605 $103,982 13,952 $107,436 16,299 $4,572,328 $4,541,658 $4,717,356 $4,832,513 $5,015,482 $5,206,259 $5,409,236 $5,627,257 $5,845,955 $6,080,999 ($823,819) (40,448) (217,567) (21,600) (285,123) NET TERMINAL AREA REQUIREMENT ($822,339) (46,834) 0 (28,800) (309,276) ($826,038) (47,401) 0 (28,800) (334,835) ($821,993) (47,866) 0 (28,800) (361,885) ($823,282) (48,398) 0 (28,800) (390,514) ($823,342) (48,891) 0 (28,800) (420,817) ($822,480) (49,370) 0 (28,800) (452,896) ($826,913) (50,085) 0 (28,800) (486,857) ($821,775) (50,443) 0 (28,800) (522,813) ($822,207) (51,051) 0 (28,800) (560,887) $3,183,771 $3,334,408 $3,480,282 $3,571,970 $3,724,488 $3,884,409 $4,055,690 $4,234,602 $4,422,122 $4,618,054 Rentable Space + TSA Space 51,086 51,086 51,086 51,086 51,086 51,086 51,086 51,086 51,086 51,086 Average Terminal Building Rental Rate $62.32 $65.27 $68.13 $69.92 $72.91 $76.04 $79.39 $82.89 $86.56 $90.40 Signatory Airline Rented Space Signatory Airline Unadjusted Terminal Rental Revenue Signatory Airline Terminal Building Revenue Sharing Credit Signatory Airline Adjusted Terminal Rental Revenue 3/ 30,386 30,386 30,386 30,386 30,386 30,386 30,386 30,386 30,386 30,386 $1,893,710 $1,983,309 $2,070,075 $2,124,611 $2,215,329 $2,310,450 $2,412,328 $2,518,745 $2,630,283 $2,746,823 ($663,988) ($676,728) ($718,459) ($677,853) ($662,633) ($672,295) ($689,448) ($708,583) ($728,122) ($748,356) $1,229,722 $1,306,581 $1,351,616 $1,446,758 $1,552,696 $1,638,155 $1,722,881 $1,810,162 $1,902,161 $1,998,466 Signatory Airline Rented Space 30,386 30,386 30,386 30,386 30,386 30,386 30,386 30,386 30,386 30,386 Signatory Airline Effective Terminal Rental Rate as Adjusted $40.47 $43.00 $44.48 $47.61 $51.10 $53.91 $56.70 $59.57 $62.60 $65.77 1/ 2/ 3/ Includes debt service, coverage, reimbursement of allocated administrative costs, and transferred coverage. Assumes 100 percent of 2003 Debt Service and associated coverage is funded with PFCs. County agreed to fund annual O&M Reserve and Repair & Rehabilitation Fund deposits through FY 2007. Equivalent to allocable Airline percentage of Net Revenues Available for Revenue Sharing in current year. Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-9 presents the calculation of the Signatory Airlines’ Landing Fee Rate. After application of 40 percent of the Total Revenue Sharing Credit as calculated per the Airline Agreement, the Signatory Airline Effective Landing Fee as Adjusted is projected to increase from approximately $1.07 per thousand pounds in FY 2007, to approximately $1.51 per thousand pounds in FY 2016. This increase is primarily attributable to increasing O&M, capital, and amortization expenses, partially offset by increasing Airfield nonairline revenues. 5.7.3 Security Charges Based on the provisions of Section 6.05 of the Airline Agreement, and allocable amounts of projected revenue sharing credits, the Signatory Airlines’ Adjusted Security Fee is projected to increase from approximately $1.25 per passenger in FY 2007, to approximately $1.78 per passenger in FY 2016. This increase is primarily attributable to increases in County security-related personnel costs. 5.7.4 Loading Bridge Charges Per Section 6.11 of the Airline Agreement, Airlines pay the County for use of County-owned passenger loading bridges. Loading bridge charges are budgeted at an annual amount of $21,600 (monthly amount of $600 per loading bridge) in FY 2007. Loading bridge charges will be increased to an annual amount of $28,800 (monthly amount of $800 per loading bridge) in FY 2008. For the purposes of this analysis, loading bridge charges are assumed to remain constant at the FY 2008 amount through the projection period. 5.8 Cost per Enplanement Table V-10 presents projections of the Airport’s estimated average cost per enplaned passenger (CPE) over the period FY 2007 through FY 2016. The Airport’s estimated signatory airline CPE is projected to increase from approximately $5.56 in FY 2007, to approximately $7.33 in FY 2016. 5.9 Airport Cash Flow and Debt Service Coverage Table V-11 presents projected Airport cash flow and debt service coverage for the period FY 2007 through FY 2016. Only CFC Revenues Pledged to Debt Service and CFC Revenues Available for Coverage are included in Revenues. Total O&M expenses are subtracted from Total Revenues to determine Net Revenues. PFC Revenues Pledged to Debt Service and PFC Revenues Available for Coverage are added to Net Revenues to yield Amounts Available for Debt Service. Amounts Available for Debt Service are divided by projected debt service amounts to calculate Revenue Bond Debt Service Coverage for the period. Debt service coverage ratios are projected to exceed the requirement of 1.25 times debt service required in the Indenture in each year of the financial projection. Table V-11 also presents projections of Surplus Funds to be Deposited in the Airports General Purpose Fund. These represent amounts available for transfer to the Airports General Purpose Fund after accounting for debt service, coverage, and other requirements, including but not limited to deposits to the O&M Reserve Fund and Repair and Rehabilitation Fund. 5.10 Application of Revenues Table V-12 presents the projected Airport cash flow for the period FY 2007 through FY 2016. After fully funding the funds and accounts established in the Flow of Funds of the Indenture and making Report of the Airport Consultant B-101 November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-9 Signatory Airlines' Landing Fee Rate (Fiscal Year Ended September 30) Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Airfield Area Operating Requirement Total O&M Expense Allocated Indirect Other Requirements Debt Service & Other Airport Requirements Series 2003 Debt Service Coverage Fund Deposits: O&M Reserve Repair & Rehabilitation Fund Capital Charges: Annual Capital Charges Amortization AIRFIELD AREA REQUIREMENT B-102 Less: Revenue Credits Non-Signatory Landing Fees Other Airfield Area Nonairline Revenues Less: Other Revenue Credits Applied PFC Revenue 1/ Allocated Investment Income: 2/ Transfer from General Purpose Fund NET AIRFIELD AREA EQUIREMENT Signatory Airline MG Revenue Landed Weight Signatory Airline Unadjusted Landing Fee Rate $1,002,408 18,470 $53,915 13,479 $1,018,787 19,898 $1,063,486 20,916 $1,095,542 20,481 $1,143,889 21,259 $1,195,530 21,937 $1,249,742 22,739 $1,306,663 23,570 $1,366,442 24,432 $1,429,235 25,324 $53,228 13,307 $52,888 13,222 $57,288 14,322 $56,438 14,109 $55,538 13,884 $54,613 13,653 $53,663 13,416 $57,563 14,391 $56,188 14,047 $40,926 23,317 $3,381 0 $4,357 0 $4,568 0 $5,030 0 $5,022 0 $5,267 0 $5,525 0 $5,796 0 $6,082 0 $80,065 0 $82,724 0 $85,471 0 $88,310 0 $91,243 0 $94,274 0 $97,405 0 $100,640 0 $103,982 0 $107,436 0 $1,232,580 $1,191,323 $1,240,340 $1,280,510 $1,331,968 $1,386,185 $1,443,419 $1,503,477 $1,572,606 $1,638,311 $0 (84,000) $0 (86,053) $0 (88,156) $0 (90,310) $0 (92,517) $0 (94,778) $0 (97,094) $0 (99,467) $0 (101,898) $0 (104,388) ($67,965) (4,866) (64,244) ($67,123) (5,979) 0 ($66,716) (6,049) 0 ($72,234) (6,383) 0 ($71,190) (6,440) 0 ($70,084) (6,498) 0 ($68,948) (6,559) 0 ($67,781) (6,624) 0 ($72,677) (6,937) 0 ($70,980) (6,992) 0 $1,011,506 468,663 $1,032,168 480,576 $1,079,419 491,717 $1,111,583 503,397 $1,161,821 515,178 $1,214,825 528,673 $1,270,817 542,736 $1,329,605 555,297 $1,391,094 $1,455,951 570,061 584,950 $2.16 $2.15 $2.20 $2.21 $2.26 $2.30 $2.34 $2.39 $2.44 $2.49 468,663 480,576 491,717 503,397 515,178 528,673 542,736 555,297 570,061 584,950 Signatory Airline Unadjusted Landing Fee Revenue $1,011,506 $1,032,168 $1,079,419 $1,111,583 $1,161,821 $1,214,825 $1,270,817 $1,329,605 $1,391,094 $1,455,951 Signatory Airline Landing Fee Revenue Sharing Credit 3/ ($508,739) ($518,499) ($550,473) ($519,362) ($507,701) ($515,103) ($528,245) ($542,906) ($557,877) ($573,380) $502,767 $513,669 $528,946 $592,221 $654,120 $699,721 $742,572 $786,698 $833,217 $882,571 468,663 480,576 491,717 503,397 515,178 528,673 542,736 555,297 570,061 584,950 $1.07 $1.07 $1.08 $1.18 $1.27 $1.32 $1.37 $1.42 $1.46 $1.51 Signatory Airline MG Revenue Landed Weight Signatory Airline Adjusted Landing Fee Revenue Signatory Airline MG Revenue Landed Weight SIGNATORY AIRLINE EFFECTIVE LANDING FEE AS ADJUSTED 1/ 2/ 3/ Includes debt service, coverage, reimbursement of allocated administrative costs, and transferred coverage. Assumes 100 percent of 2003 Debt Service and associated coverage is funded with PFCs. County agreed to fund annual O&M Reserve and Repair & Rehabilitation Fund deposits through FY 2007. Equivalent to allocable Airline percentage of Net Revenues Available for Revenue Sharing in current year. Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-10 Signatory Airline Cost Per Enplaned Passenger (Fiscal Year Ended September 30) Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Airline Revenues Adjusted Landing Fee Revenues Adjusted Terminal Rental Revenues Adjusted Airline Security Charges Loading Bridge Charges TOTAL AIRLINE REVENUES Signatory Enplanements SIGNATORY AIRLINE COST PER ENPLANEMENT $502,767 1,229,722 468,695 21,600 $513,669 1,306,581 504,322 28,800 $528,946 1,351,616 536,604 28,800 $592,221 1,446,758 577,856 28,800 $654,120 1,552,696 622,299 28,800 $699,721 1,638,155 665,360 28,800 $742,572 1,722,881 710,086 28,800 $786,698 1,810,162 757,076 28,800 $833,217 1,902,161 806,767 28,800 $882,571 1,998,466 859,216 28,800 $2,222,784 $2,353,372 $2,445,966 $2,645,634 $2,857,915 $3,032,035 $3,204,339 $3,382,737 $3,570,944 $3,769,053 399,600 411,000 422,100 433,700 445,900 458,400 471,700 485,200 499,600 514,300 $5.56 $5.73 $5.79 $6.10 $6.41 $6.61 $6.79 $6.97 $7.15 $7.33 Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. B-103 Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-11 Cash Flow and Debt Service Coverage (Fiscal Year Ended September 30) Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Revenues Total Airline Revenues Total Nonairline Revenues CFC Revenues Pledged to Debt Service CFC Revenues Pledged for Coverage Interest Earnings TOTAL REVENUES $2,222,784 5,353,871 0 0 59,602 $2,353,372 5,557,413 0 0 70,424 $2,445,966 5,778,660 554,988 138,747 99,162 $2,645,634 6,245,346 891,775 222,944 117,788 $2,857,915 6,495,528 887,675 221,919 118,582 $3,032,035 6,756,007 892,975 223,244 119,788 $3,204,339 7,027,216 887,075 221,769 120,695 $3,382,737 7,309,607 890,575 222,644 122,073 $3,570,944 7,603,650 892,875 223,219 123,545 $3,769,053 7,909,837 888,188 222,047 124,423 $7,636,257 $7,981,209 $9,017,522 $10,123,487 $10,581,617 $11,024,048 $11,461,094 $11,927,636 $12,414,233 $12,913,548 ($5,942,634) 108,193 0 ($6,156,649) 108,193 34,119 ($6,432,501) 108,193 35,143 ($6,971,680) 96,295 36,197 ($7,290,101) 21,295 37,283 ($7,608,042) 21,295 38,401 ($7,941,494) 21,295 39,553 ($8,291,268) 21,295 40,740 ($8,658,218) 21,295 41,962 ($9,043,245) 21,295 43,221 $1,801,816 $1,966,872 $2,728,356 $3,284,299 $3,350,094 $3,475,703 $3,580,448 $3,698,403 $3,819,273 $3,934,819 $795,870 198,968 $798,033 199,508 $799,413 199,853 $799,213 199,803 $797,950 199,488 $795,575 198,894 $797,394 199,348 $798,144 199,536 $800,819 200,205 $797,394 199,348 $2,796,653 $2,964,413 $3,727,622 $4,283,315 $4,347,532 $4,470,172 $4,577,191 $4,696,082 $4,820,296 $4,931,561 $795,870 198,968 0 0 331,375 166,667 0 $798,033 199,508 0 0 35,669 0 49,500 $799,413 199,853 554,988 138,747 45,975 0 90,000 $799,213 199,803 891,775 222,944 48,196 0 252,758 $797,950 199,488 887,675 221,919 53,070 0 252,758 $795,575 198,894 892,975 223,244 52,990 0 252,757 $797,394 199,348 887,075 221,769 55,575 0 252,758 $798,144 199,536 890,575 222,644 58,296 0 252,758 $800,819 200,205 892,875 223,219 61,158 0 252,758 $797,394 199,348 888,188 222,047 64,171 0 252,758 TOTAL DEBT SERVICE PAYMENTS, COVERAGE AND OTHER REQUIREMENTS $1,492,879 $1,082,710 $1,828,975 $2,414,689 $2,412,859 $2,416,435 $2,413,919 $2,421,952 $2,431,033 $2,423,906 Surplus Funds to be Deposited in Airports General Purpose Fund $1,303,774 $1,881,703 $1,898,647 $1,868,626 $1,934,672 $2,053,737 $2,163,271 $2,274,130 $2,389,263 $2,507,655 AMOUNTS AVAILABLE FOR DEBT SERVICE $2,796,653 $2,964,413 $3,727,622 $4,283,315 $4,347,532 $4,470,172 $4,577,191 $4,696,082 $4,820,296 $4,931,561 Series 2003 Series 2007 $795,870 0 $798,033 0 $799,413 554,988 $799,213 891,775 $797,950 887,675 $795,575 892,975 $797,394 887,075 $798,144 890,575 $800,819 892,875 $797,394 888,188 TOTAL REVENUE BOND DEBT SERVICE $795,870 $798,033 $1,354,400 $1,690,988 $1,685,625 $1,688,550 $1,684,469 $1,688,719 $1,693,694 $1,685,581 3.51 3.71 2.75 2.53 2.58 2.65 2.72 2.78 2.85 2.93 Less: O&M Expenses Add: CFC Revenues Used for Eligible O&M Expenses Add: CFC Revenues for Ground Rentals on Other Areas NET REVENUES Add: PFC Revenues Pledged to Debt Service Add: PFC Revenues Pledged for Coverage AMOUNTS AVAILABLE FOR DEBT SERVICE B-104 Debt Service Payments, Coverage and Other Requirements Series 2003 Debt Service Series 2003 Debt Service Coverage Series 2007 Debt Service Series 2007 Debt Service Coverage O&M Reserve Requirement R&R Reserve Requirement Commercial Paper Debt Service Debt Service REVENUE BOND DEBT SERVICE COVERAGE Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-12 Application of Revenues (Fiscal Year Ended September 30) (Page 1 of 2) Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 $0 2,222,784 5,353,871 59,602 108,193 0 (5,942,634) (331,375) (166,667) 0 (1,303,774) $0 2,353,372 5,557,413 70,424 108,193 34,119 (6,156,649) (35,669) 0 (49,500) (1,881,703) $0 2,445,966 5,778,660 99,162 108,193 35,143 (6,432,501) (45,975) 0 (90,000) (1,898,647) $0 2,645,634 6,245,346 117,788 96,295 36,197 (6,971,680) (48,196) 0 (252,758) (1,868,626) $0 2,857,915 6,495,528 118,582 21,295 37,283 (7,290,101) (53,070) 0 (252,758) (1,934,672) $0 3,032,035 6,756,007 119,788 21,295 38,401 (7,608,042) (52,990) 0 (252,757) (2,053,737) $0 3,204,339 7,027,216 120,695 21,295 39,553 (7,941,494) (55,575) 0 (252,758) (2,163,271) $0 3,382,737 7,309,607 122,073 21,295 40,740 (8,291,268) (58,296) 0 (252,758) (2,274,130) $0 3,570,944 7,603,650 123,545 21,295 41,962 (8,658,218) (61,158) 0 (252,758) (2,389,263) $0 3,769,053 7,909,837 124,423 21,295 43,221 (9,043,245) (64,171) 0 (252,758) (2,507,655) Airport Revenue Fund BEGINNING BALANCE DEPOSIT: Airline Revenues DEPOSIT: Nonairline Revenues DEPOSIT: Interest Earnings DEPOSIT: CFCs to Pay O&M DEPOSIT: CFCs to for Other Areas Ground Rental TRANSFER: To Operation and Maintenance Fund TRANSFER: To Operation and Maintenance Reserve Fund TRANSFER: To Repair and Rehabilitation Fund TRANSFER: To Subordinated Indebtedness Fund TRANSFER: To Airports General Purpose Fund ENDING BALANCE $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Operation and Maintenance Fund BEGINNING BALANCE TRANSFER: From Airport Revenue Fund EXPEND: O&M Expenses ENDING BALANCE $0 5,942,634 (5,942,634) $0 $0 6,156,649 (6,156,649) $0 $0 6,432,501 (6,432,501) $0 $0 6,971,680 (6,971,680) $0 $0 7,290,101 (7,290,101) $0 $0 7,608,042 (7,608,042) $0 $0 7,941,494 (7,941,494) $0 $0 8,291,268 (8,291,268) $0 $0 8,658,218 (8,658,218) $0 $0 9,043,245 (9,043,245) $0 B-105 Bond Fund BEGINNING BALANCE TRANSFER: From PFC Fund TRANSFER: From CFC Fund EXPEND: Series 2003 (PFC) EXPEND: Series 2007 (CFC) ENDING BALANCE $0 795,870 0 (795,870) 0 $0 798,033 0 (798,033) 0 $0 799,413 554,988 (799,413) (554,988) $0 799,213 891,775 (799,213) (891,775) $0 797,950 887,675 (797,950) (887,675) $0 795,575 892,975 (795,575) (892,975) $0 797,394 887,075 (797,394) (887,075) $0 798,144 890,575 (798,144) (890,575) $0 800,819 892,875 (800,819) (892,875) $0 797,394 888,188 (797,394) (888,188) $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $800,825 892,975 $1,693,800 0 $1,693,800 0 $1,693,800 0 $1,693,800 0 $1,693,800 0 $1,693,800 0 $1,693,800 0 $1,693,800 0 $1,693,800 0 $1,693,800 $1,693,800 $1,693,800 $1,693,800 $1,693,800 $1,693,800 $1,693,800 $1,693,800 $1,693,800 $1,693,800 BEGINNING BALANCE TRANSFER: From Airport Revenue Fund TRANSFER: From CFC Fund $659,064 331,375 0 $990,439 35,669 0 $1,026,108 45,975 0 $1,072,083 48,196 41,667 $1,161,947 53,070 0 $1,215,017 52,990 0 $1,268,007 55,575 0 $1,323,582 58,296 0 $1,381,878 61,158 0 $1,443,036 64,171 0 ENDING BALANCE $990,439 $1,026,108 $1,072,083 $1,161,947 $1,215,017 $1,268,007 $1,323,582 $1,381,878 $1,443,036 $1,507,207 BEGINNING BALANCE TRANSFER: From PFC Fund (Series 2003 Additional Coverage) TRANSFER: From CFC Fund (Series 2007 Coverage) $199,299 (331) 0 $198,968 541 0 $199,508 345 138,747 $338,600 (50) 84,197 $422,747 (316) (1,025) $421,406 (594) 1,325 $422,138 455 (1,475) $421,117 188 875 $422,180 669 575 $423,423 (856) (1,172) ENDING BALANCE $198,968 $199,508 $338,600 $422,747 $421,406 $422,138 $421,117 $422,180 $423,423 $421,395 Debt Service Reserve Fund 1/ BEGINNING BALANCE DEPOSIT: From Series 2007 Bond Proceeds ENDING BALANCE Operation and Maintenance Reserve Account 1/ Revenue Coverage Account 1/ FY 2007 beginning balance reflects actual amounts as of September 30, 2006. Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport Table V-12 Application of Revenues (Fiscal Year Ended September 30) (Page 2 of 2) Budget 2007 2008 2009 2010 2011 Projected 2012 2013 2014 2015 2016 Repair and Rehabilitation Fund 1/ BEGINNING BALANCE TRANSFER: From Airport Revenue Fund $333,333 166,667 $500,000 0 $500,000 0 $500,000 0 $500,000 0 $500,000 0 $500,000 0 $500,000 0 $500,000 0 $500,000 0 ENDING BALANCE $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $500,000 $0 252,758 (252,758) $0 252,758 (252,758) $0 252,757 (252,757) $0 252,758 (252,758) $0 252,758 (252,758) $0 252,758 (252,758) $0 252,758 (252,758) Subordinated Indebtedness Fund BEGINNING BALANCE TRANSFER: From Airport Revenue Fund EXPEND: Commercial Paper Debt Service $0 0 0 ENDING BALANCE $0 $0 49,500 (49,500) $0 $0 90,000 (90,000) $0 $0 $0 $0 $0 $0 $0 $0 Airports General Purpose Fund 1/ BEGINNING BALANCE DEPOSIT: From Airport Revenue Fund EXPEND: Capital Outlays EXPEND: Capital Expenditures 2 $636,605 1,303,774 (320,259) (342,193) $1,277,928 1,881,703 (330,895) 0 $2,828,735 1,898,647 (341,886) (55,000) $4,330,496 1,868,626 (353,241) (140,000) $5,705,882 1,934,672 (364,973) (900,000) $6,375,582 2,053,737 (377,095) (500,000) $7,552,224 2,163,271 (389,619) (500,000) $8,825,876 2,274,130 (402,559) (500,000) $10,197,447 2,389,263 (415,930) (500,000) $11,670,780 2,507,655 (429,744) (500,000) $1,277,928 $2,828,735 $4,330,496 $5,705,882 $6,375,582 $7,552,224 $8,825,876 $10,197,447 $11,670,780 $13,248,691 BEGINNING BALANCE DEPOSIT: Current Year Collections DEPOSIT: Interest Earnings EXPEND: Pay-As-You-Go Expenditures2/ TRANSFER: To Bond Fund TRANSFER: To Revenue Coverage Account $4,340,073 1,578,820 326,545 (1,040,495) (795,870) 331 $4,409,404 1,623,861 339,800 (558,774) (798,033) (541) $5,015,718 1,667,717 392,109 (198,037) (799,413) (345) $6,077,750 1,713,549 476,698 0 (799,213) 50 $7,468,834 1,761,751 583,375 0 (797,950) 316 $9,016,325 1,811,138 696,523 (359,461) (795,575) 594 $10,369,544 1,863,687 800,316 (359,461) (797,394) (455) $11,876,237 1,917,025 915,844 (359,461) (798,144) (188) $13,551,314 1,973,920 1,044,206 (359,461) (800,819) (669) $15,408,491 2,031,999 1,186,575 (359,461) (797,394) 856 ENDING BALANCE $4,409,404 $5,015,718 $6,077,750 $7,468,834 $9,016,325 $10,369,544 $11,876,237 $13,551,314 $15,408,491 $17,471,067 $1,135,560 1,012,885 83,002 (1,132,039) 0 (108,193) 0 0 0 0 $991,215 1,259,828 75,252 (1,132,039) 0 (108,193) (34,119) 0 0 0 $1,051,944 1,293,852 69,814 (1,132,039) 0 (108,193) (35,143) (554,988) (138,747) 0 $446,501 1,329,410 36,728 0 0 (96,295) (36,197) (891,775) (84,197) (41,667) $662,508 1,366,806 56,865 0 0 (21,295) (37,283) (887,675) 1,025 0 $1,140,951 1,405,122 93,744 0 0 (21,295) (38,401) (892,975) (1,325) 0 $1,685,821 1,445,890 135,968 0 0 (21,295) (39,553) (887,075) 1,475 0 $2,321,231 1,487,271 184,872 0 0 (21,295) (40,740) (890,575) (875) 0 $3,039,889 1,531,411 240,215 0 0 (21,295) (41,962) (892,875) (575) 0 $3,854,809 1,576,471 303,030 0 0 (21,295) (43,221) (888,188) 1,172 0 $991,215 $1,051,944 $446,501 $662,508 $1,140,951 $1,685,821 $2,321,231 $3,039,889 $3,854,809 $4,782,778 ENDING BALANCE PFC Fund B-106 1/ CFC Fund 1/ BEGINNING BALANCE DEPOSIT: Current Year Collections DEPOSIT: Interest Earnings EXPEND: The 2007 Project EXPEND: Pay-As-You-Go Expenditures TRANSFER: To Revenue Fund (O&M) TRANSFER: To Revenue Fund (Ground Rentals) TRANSFER: To Bond Fund TRANSFER: To Revenue Coverage Account TRANSFER: To Operation and Maintenance Reserve Fund ENDING BALANCE 3/ 1/ 2/ 3/ FY 2007 beginning balance reflects actual amounts as of September 30, 2006. FY 2007 - FY 2011 reflect County's projected five-year CIP. FY 2012 - FY 2016 expenditures do not reflect specific projects but estimate a reasonable level of expenditures. Beginning in FY 2009, includes amounts used to fund a Service Facilities Reserve Fund of approximately $500,000 to be funded over a five-year period per the terms of the Rental Car Service Facilities Lease. Sources: Okaloosa Regional Airport Ricondo & Associates, Inc. Prepared by: Ricondo & Associates, Inc. Report of the Airport Consultant November 30, 2007 Okaloosa County Okaloosa Regional Airport the necessary transfers and expenditures, a deposit to the Airports General Purpose Fund is projected in each year of the financial analysis. Report of the Airport Consultant B-107 November 30, 2007 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C FORMS OF THE MASTER INDENTURE OF TRUST, THE FIRST SUPPLEMENTAL INDENTURE AND THE SECOND SUPPLEMENTAL INDENTURE This Appendix C includes the forms of the Master Indenture of Trust, the First Supplemental Indenture and the Second Supplemental Indenture for the Series 2007 Bonds in substantially the forms executed. [THIS PAGE INTENTIONALLY LEFT BLANK] C-1 C-2 C-3 C-4 C-5 C-6 C-7 C-8 C-9 C-10 C-11 C-12 C-13 C-14 C-15 C-16 C-17 C-18 C-19 C-20 C-21 C-22 C-23 C-24 C-25 C-26 C-27 C-28 C-29 SECOND SUPPLEMENTAL INDENTURE To MASTER INDENTURE OF TRUST Between OKALOOSA COUNTY, FLORIDA and THE BANK OF NEW YORK, As Trustee Securing $9,980,000 Taxable Airport Revenue Bonds, Series 2007 Dated as of December 1, 2007 C-30 THIS SECOND SUPPLEMENTAL INDENTURE, made and entered into as of the first day of December, 2007, by and between OKALOOSA COUNTY, FLORIDA (the "Issuer"), a political subdivision of the State of Florida, and THE BANK OF NEW YORK, a New York banking corporation organized under the laws of the State of New York and having its principal place of business in New York, New York, as Trustee (the 'Trustee"), ARTICLE I DEFINITIONS Section 101. Definitions. Unless the context otherwise requires, the capitalized terms used in this Second Supplement shall have the meanings specified in this Section. Capitalized terms not otherwise defined in this Section shall have the meanings specified in the Master Indenture. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms and corporations. WITNESSETH WHEREAS, pursuant to the Act, as herein defined, the Issuer is authorized to issue its revenue bonds for the purpose of financing the Cost of Airport Facilities, within the meaning of the Act and as defined below; and “Amounts Available to Pay Debt Service” shall mean, for any Fiscal Year of the Issuer, the Net Revenues for such Fiscal Year, plus Pledged PFC Revenues and Pledged CFC Revenues for such Fiscal Year of the Issuer, if any, plus legally available amounts, if any, in the Revenue Fund Coverage Account, the PFC Coverage Subaccounts and the CFC Coverage Subaccounts at the end of such Fiscal Year. WHEREAS, the Issuer has entered into a Master Indenture of Trust, dated as of August 1, 2003 (the "Master Indenture") with JPMorgan Chase Bank, as trustee, as to which The Bank of New York currently serves as successor trustee, pursuant to which the Issuer has issued its Airport Revenue Bonds, Series 2003 (AMT) (the "2003 Bonds"), pursuant to a First Supplemental Indenture to Master Indenture of Trust, dated as of August 1, 2003 (the “First Supplement”), to provide funds to finance, among other things, the Cost of certain Airport Facilities located at, related to, or in connection with the Airports, to finance capitalized interest, to refund a Loan incurred to finance a portion of the Airport Facilities, to fund the Debt Service Reserve Fund, and to finance a portion of the related costs of issuing the 2003 Bonds; and "Authenticating Agent" for the 2007 Bonds means the Trustee. “Bond Purchase Contract” means the Bond Purchase Contract between the Issuer and the 2007 Original Purchaser for the purchase of the 2007 Bonds. "CFC Debt Service", as to the 2007 Bonds, means the sum of the amounts required to be deposited into the 2007 Interest Account, 2007 Principal Account and 2007 Redemption Account during any period pursuant to this Second Supplement, multiplied by the CFC Debt Service Percentage. WHEREAS, the Issuer by this Second Supplement intends to issue its Taxable Airport Revenue Bonds, Series 2007 (the "2007 Bonds") pursuant to the Master Indenture; and "CFC Debt Service Percentage" means that percentage determined by dividing the total Costs of the CFC Eligible Projects funded from proceeds of 2007 Bonds by the total Costs of the 2007 Project funded from proceeds of 2007 Bonds. WHEREAS, the Trustee agrees to accept and administer the trusts created hereby; NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: In consideration of the premises, the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the 2007 Bonds by the Holders thereof, and for the purpose of fixing and declaring the general terms and conditions upon which the 2007 Bonds are to be issued, authenticated, delivered, secured and accepted by all persons who shall from time to time be or become Holders thereof, the Issuer and the Trustee agree as follows: "CFC Eligible Projects" means those components of the 2007 Project the Costs of which are eligible to be paid from CFC Revenues pursuant to the CFC Ordinance. “CFC Ordinance” means Ordinance No. 04-64, enacted by the Board of County Commissioners of Okaloosa County, Florida on October 19, 2004, as amended by Ordinance No. 07-21 enacted on May 1, 2007, and as further amended from time to time. "CFC Revenues", for purposes of this Second Supplement, means revenues derived from the Customer Facility Charge imposed by the CFC Ordinance from time to time. “Customer Facility Charge” means the charge imposed pursuant to the CFC Ordinance. “Customer Facility Charge Fund” means the fund established hereby in Article V hereof, and shall be the account referred to in Section 4 of the CFC Ordinance. “First Supplement” means the First Supplement as described in the recitals LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 1 2 hereto. ARTICLE II “Indenture” means, collectively, the Master Indenture, the First Supplement and this Second Supplement. 2007 PROJECT AND 2007 BONDS “Master Indenture” means the Master Indenture of Trust between the Issuer and JPMorgan Chase Bank, as trustee, as to which the Trustee currently serves as successor trustee, dated as of August 1, 2003, securing Airport Revenue Bonds of the Issuer. Section 201. Authorization of 2007 Project. The Board hereby specifically confirms the authorization of the 2007 Project. The Board hereby specifically ratifies and affirms all actions previously taken in furtherance of the 2007 Project. “Pledged CFC Revenues” means money deposited in the 2007 Pledged CFC Account and the 2007 CFC Coverage Subaccount pursuant to Article V hereof. Section 202. Authorization of 2007 Bonds. Subject and pursuant to the provisions of this Second Supplement and the Master Indenture, obligations of the Issuer, to be known as “Taxable Airport Revenue Bonds, Series 2007” (the "2007 Bonds") are hereby authorized to be issued in the aggregate principal amount of $9,980,000 for the purpose of financing the Costs of the 2007 Project. “Revenues”, as defined in the Master Indenture, shall include, pursuant to clause (K) of such definition, the CFC Revenues, but not, as of any date, in excess of the Pledged CFC Revenues pursuant to Article V hereof. Section 2.03. Description of 2007 Bonds. (a) The 2007 Bonds shall be Fixed Rate Bonds under the Master Indenture and shall be issued as Taxable Bonds under the Master Indenture. The 2007 Bonds shall be numbered from R-1 upward; shall be in the denominations of $5,000 or any integral multiple thereof; shall be in fully-registered form, payable to “Cede & Co.”, as nominee for The Depository Trust Company, New York, New York (“DTC”); shall be issued in book-entry only form; shall be dated as of December 13, 2007; and shall bear interest at the rates, payable on April 1, 2008, and on each April 1 and October 1 thereafter until maturity and shall mature on October 1, in the years, and the amounts as set forth below: “Second Supplement” means this Second Supplemental Indenture to Master Trust Indenture, dated as of December 1, 2007. “2007 Bonds” means the Issuer's Taxable Airport Revenue Bonds, Series 2007, authorized to be issued pursuant hereto. "2007 CFC Coverage Amount" means 25% of the CFC Debt Service on the 2007 Bonds during any Fiscal Year of the Issuer. Term Bonds "2007 Debt Service Reserve Fund Requirement" means the sum of $892,975.00, which constitutes the least of the following amounts: (a) $1,535,000 6.000% Term Bonds Due October 1, 2014, Price $97.275; Yield 6.500% $1,770,000 6.250% Term Bonds Due October 1, 2019, Price $95.573; Yield 6.800% $6,675,000 7.000% Term Bonds Due October 1, 2030, Price $94.561; Yield 7.500% 10% of the original proceeds of the 2007 Bonds; (b) the maximum amount of Annual Debt Service on the 2007 Bonds occurring in any Fiscal Year of the Issuer; and (c) (b) Except as otherwise provided below in Section 206, interest will be payable by check or draft mailed on the applicable Interest Payment Date to the Holders thereof at the address shown on the registration books kept by the Registrar at the close of the business on the fifteenth (15th) day of the calendar month, whether or not a Business Day, next preceding such Interest Payment Date (the "Regular Record Date"); provided, however, that payment of the Principal Amount of, Redemption Premium, if any, and interest on the 2007 Bonds may, at the option of any Holder of 2007 Bonds in an aggregate principal amount of at least $1,000,000, be transmitted by wire transfer within the continental United States to such Holder to the bank account number on file with the Registrar as of the Regular Record Date. 125% of the average Annual Debt Service on the 2007 Bonds. “2007 Original Purchaser” means, collectively, RBC Dain Rausher Inc., d/b/a RBC Capital Markets, as senior manager, and Crews & Associates, as co-manager, and their successors and assigns, as underwriters for the 2007 Bonds. "2007 Project" means the rental car service facilities located adjacent to the Regional Airport’s terminal facilities as described in the Report of the Airport Consultant, dated _______________, 2007, prepared by Ricondo & Associates, Inc., Cincinnati, Ohio. Section 204. LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 3 Redemption of 2007 Bonds. Optional Redemption. The Series 2007 Bonds maturing on or before October 1, 2017 are not subject to optional redemption prior to maturity. The Series 2007 Bonds maturing after October 1, 2017 shall be subject to optional redemption by the County on any date on or after October 1, 2017, in whole or in part in such order of maturity and manner as the County may determine, at the redemption price “2007 Subaccounts” means, collectively, the separate accounts established and maintained pursuant to the provisions of this Second Supplement for the benefit of the Holders of the 2007 Bonds. C-31 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 4 of par plus interest accrued to the date fixed for redemption, plus the following premium expressed as a percentage of the par amount redeemed: Redemption Date Premium If redeemed on or after October 1, 2017 and prior to October 1, 2018 2% If redeemed on or after October 1, 2018 and prior to October 1, 2019 1% If redeemed on October 1, 2019 0% or after 2017 2018 2019* _______________ *maturity The Series 2007 Bonds maturing on October 1, 2030 and bearing interest at 7.000%, are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, 2020, at a redemption price equal to 100% of the principal amount thereof together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Mandatory Sinking Fund Redemption. The Series 2007 Bonds maturing on October 1, 2014, and bearing interest at 6.000% are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, 2009, at a redemption price equal to 100% of the principal amount thereof together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Year Principal Amount 2009 2010 2011 2012 2013 2014* $220,000 235,000 245,000 265,000 275,000 295,000 2015 2016 $315,000 330,000 Principal Amount 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030* $425,000 450,000 485,000 520,000 550,000 595,000 635,000 680,000 725,000 780,000 830,000 Effect of Call for Redemption. On the date designated for redemption by notice, the 2007 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such 2007 Bonds on such date. If on the date fixed for redemption moneys for payment of the redemption price and accrued interest are held by the Paying Agent, interest on such 2007 Bonds so called for redemption shall cease to accrue, such 2007 Bonds shall cease to be entitled to any benefit or security under the Indenture except the right to receive payment from moneys held therefor by the Paying Agent and the amount of such 2007 Bonds so called for redemption shall be deemed paid and no longer Outstanding. The Series 2007 Bonds maturing on October 1, 2019 and bearing interest at 6.250%, are subject to mandatory redemption in part through sinking fund installments on October 1 of each year, commencing October 1, 2015, at a redemption price equal to 100% of the principal amount thereof together with accrued interest to the redemption date, in the aggregate principal amounts set forth below: Principal Amount Year _______________ *maturity _______________ *maturity Year Method of Selecting Bonds for Redemption. Except when registration of the 2007 Bonds is maintained pursuant to a book-entry only system, 2007 Bonds shall be selected for redemption as follows: (a) in the event that less than all of the 2007 Bonds are to be redeemed, the maturities to be redeemed and the method of LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 5 6 their selection shall be determined by the Issuer, (b) in the event that less than all 2007 Bonds of a maturity are to be redeemed, the 2007 Bonds of such maturity to be redeemed shall be selected by lot in such customary manner as the Trustee shall determine, and (c) in the event that less than all 2007 Bonds of a term bond are to be redeemed, the remaining annual amounts of mandatory sinking fund redemption shall be reduced in such years and amounts as the Issuer shall determine. comply with the following provisions: (a) At least three (3) days prior to all Interest Payment Dates, the Trustee, will determine whether there will be sufficient funds to pay the principal of or interest on the 2007 Bonds on such Interest Payment Date. If the Trustee determines that there will be insufficient funds, the Trustee shall so notify the Insurance Trustee. Such notice shall specify the amount of the anticipated deficiency, the 2007 Bonds to which such deficiency is applicable and whether such 2007 Bonds will be deficient as to principal or interest, or both. The Insurer will make payments of principal or interest due on the 2007 Bonds on or before the first (1st) day next following the date on which the Insurance Trustee shall have received notice of nonpayment from the Trustee. Upon the selection and call for redemption of, and the surrender of, any 2007 Bonds for redemption in part only, and except when registration of the 2007 Bonds is maintained pursuant to a book-entry only system, the Issuer shall cause to be executed, authenticated and delivered to or upon the written order of the Holder thereof, at the expense of the Issuer, new 2007 Bonds in fully registered form of authorized denominations and like tenor in an aggregate face amount equal to the unredeemed portion of the 2007 Bonds surrendered. (b) The Trustee shall, after giving notice to the Insurance Trustee as provided in (a) above, make available to the Insurer and the Insurance Trustee, the registration books of the Issuer relating to the 2007 Bonds maintained by the Trustee, and all records relating to the funds maintained under the Indenture. Notice of Redemption. During the period that DTC or Cede & Co. is the registered owner of the 2007 Bonds, the Trustee shall not be responsible for mailing notices of redemption to the beneficial owners of the 2007 Bonds. (c) The Trustee shall provide the Insurer and the Insurance Trustee with a list of registered owners of 2007 Bonds entitled to receive principal or interest payments from the Insurer under the terms of the Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of 2007 Bonds entitled to receive full or partial interest payments from the Insurer and (ii) to pay principal upon 2007 Bonds surrendered to the Insurance Trustee by the registered owners of 2007 Bonds entitled to receive full or partial principal payments from the Insurer. Conditional Notice of Redemption. Notice of redemption of the 2007 Bonds may be conditioned upon and made subject to the irrevocable deposit of sufficient funds to pay the redemption price after such notice is given and on or before the redemption date, provided such condition is expressly stated in the notice. Section 205. Credit Facility. The Credit Facility for the 2007 Bonds is a financial guaranty insurance policy to be issued simultaneously with the issuance of the 2007 Bonds by the Insurer as defined below. As long as the 2007 Bonds are Outstanding and the Policy, as defined below, is in place, the following provisions are included herein and in the event of a conflict or inconsistency between the provisions of this Section 205 and any other provisions of the Indenture the provisions of this Section 205 shall apply. (d) The Trustee shall at the time it provides notice to the Insurance Trustee pursuant to (a) above, notify registered owners of 2007 Bonds entitled to receive the payment of principal or interest thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit to them all or part of the interest payments next coming due upon proof of such owner’s entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee as determined by the Insurer, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their 2007 Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurer to permit ownership of such 2007 Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Trustee and (iv) that should they be entitled to receive partial payment of principal from the Insurer, they must surrender their 2007 Bonds for payment thereon first to the Trustee, who shall note on such 2007 Bonds the portion of the principal paid by the Trustee and then, along with an appropriate instrument of assignment in form satisfactory to the Insurer, to the Insurance Trustee, which will then pay the unpaid portion of principal. Definitions "Insurance Trustee” shall mean The Bank of New York. "Insurer” shall mean Radian Asset Assurance Inc., a corporation organized under the laws of the State of New York or any successor thereto. "Policy" shall mean the financial guaranty insurance policy issued by Insurer insuring the payment when due of the principal of and interest on the 2007 Bonds as provided therein. Payment Procedure The Trustee shall not make a claim for payment on the Policy until any and all legally available funds held pursuant to the Indenture have been fully drawn to pay principal of and interest on the 2007 Bonds. (e) In the event that the Trustee has notice that any payment of principal of or interest on a 2007 Bond which has become due for payment and which is made to a registered owner by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to As long as the Policy shall be in full force and effect, the Trustee agrees to LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 7 350,000 375,000 400,000 C-32 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 8 the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall, at the time the Insurance Trustee is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Trustee shall furnish to the Insurance Trustee and the Insurer its records evidencing the payments of principal of and interest on the 2007 Bonds which have been made by the Trustee and subsequently recovered from registered owners and the dates on which such payments are made. pledging, assigning and confirming unto the Holders of the 2007 Bonds or any Trustee for the Holders of the 2007 Bonds, the Amounts Available to Pay Debt Service and any other collateral pledged to the payment of the principal of, premium, if any, and interest on the 2007 Bonds. Except to the extent it is exempt therefrom, the Issuer will pay or cause to be paid all filing fees incident to such filing and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or State fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of such instruments of further assurance. Defeasance. Bonds: (f) The Insurer shall, to the extent it makes payment of principal of or interest on 2007 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Trustee shall note the Insurer's rights as subrogee on the registration books of the Issuer maintained by the Trustee, upon receipt from the Insurer of proof of the payment of interest thereon to the registered owners of the 2007 Bonds and (ii) in the case of subrogation as to claims for past due principal, the Trustee shall note the Insurer's rights as subrogee on the registration books of the Issuer maintained by the Trustee upon surrender of the 2007 Bonds by the registered owners thereof together with proof of the payment of principal thereof. (i) only moneys and noncallable Government Obligations shall constitute Defeasance Obligations; (ii) a verification report shall be delivered to the Insurer by a verifier acceptable to the Insurer, which report shall be in form and substance satisfactory to the Insurer; (iii) an opinion of bond counsel shall be rendered to the Insurer to the effect that all of the requirements of the Indenture for defeasance of the 2007 Bonds have been complied with; and Covenants of Further Assurance. The Issuer represents and warrants that: (i) it has not heretofore made a pledge of, granted a lien on or security interest in, or made an assignment or sale of the Amounts Available to Pay Debt Service that ranks on a parity with or prior to the pledge granted under the Indenture, except to secure the obligations disclosed in the Indenture that will be outstanding upon issuance of the 2007 Bonds; (ii) the Issuer shall not hereafter make or suffer to exist any pledge or assignment of, lien on, or security interest in the Amounts Available to Pay Debt Service that ranks prior to or on a parity with the pledge granted under the Indenture, or file any financing statement describing any such pledge, assignment, lien, or security interest, except as expressly permitted under the Indenture; and (iii) if permissible under the laws of the State, the pledge of Amounts Available to Pay Debt Service, and each pledge, assignment, lien, or other security interest made to secure any prior obligations of the Issuer which, by the terms of the Indenture, rank on a parity with the pledge granted under the Indenture, is and shall be prior to any judicial lien imposed on the Amounts Available to Pay Debt Service to enforce a judgment against the Issuer on a simple contract. (iv) no forward delivery agreements, hedge, purchase and resale agreements or par-put agreements may be used with respect to the investment of any funds or securities defeasing the 2007 Bonds without the prior written consent of the Insurer. Subrogation. In the event that the principal and/or interest due on the 2007 Bonds shall be paid by Insurer pursuant to the Policy, the 2007 Bonds shall remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Issuer, and all covenants, agreements and other obligations of the Issuer to the registered owners shall continue to exist and shall run to the benefit of Insurer and Insurer shall be subrogated to the rights of such registered owners. Reporting Requirements. The Issuer covenants and agrees with the Insurer to provide notification in the event of any significant change in the financial condition of the Issuer or the physical condition of the Airports and to provide the following to the Insurer: After the issuance of the 2007 Bonds, the Issuer will, to the extent required by law, cause the Indenture and all supplements thereto, to be kept, recorded and filed in such manner and in such places as may be required by law in order to create, perfect, preserve and protect fully the security of the Holders of the 2007 Bonds in the Amounts Available to Pay Debt Service and any other collateral and the rights of any Trustee for the Holders of the 2007 Bonds. The Issuer covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such further acts, instruments and transfers as may be required for the better securing, assuring, continuing, transferring, conveying, (i) annual audited financial statements within one hundred-fifty (150) days of the end of the fiscal year of the Issuer unless such period is extended by the Insurer at the request of the Issuer. (ii) a copy of any audit, budget, or other material report of the Issuer within twenty (20) days of acceptance of such audit, budget or report by the governing body of the Issuer, and, thereafter, as updated; LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 9 10 (iii) a copy of any notice or report required to be given to the Insurance Trustee, the Trustee, the registered owners of the 2007 Bonds or any other party to the Indenture, including, without limitation, notice of any redemption of or defeasance of 2007 Bonds, and any certificate rendered pursuant to the Indenture relating to the security for the 2007 Bonds; Export-Import Bank of the United States, (b) the Federal Housing Administration, (c) the Government National Mortgage Association ("GNMA"), (d) the Rural Economic Community Development Administration (formerly known as the Farmers Home Administration), (e) the Federal Financing Bank, (f) the Department of Housing and Urban Development, (g) the General Services Administration, (h) the U.S. Maritime Administration or (i) the Small Business Administration. (iv) a copy of the annual report, or any special reports, prepared from time to time by the Airport Consultant; (iii) Investments in direct obligations in any of the following agencies which obligations are not fully guaranteed by the full faith and credit of the United States (a) senior obligations by the Federal Home Loan Bank System, (b) senior debt obligations and participation certificates (excluding stripped mortgage securities which are purchased at prices exceeding their principal amounts) issued by the Federal Home Loan Mortgage Corporation ("FHLMC") or senior debt obligations and mortgage- backed securities (excluding stripped mortgage securities which are purchased at prices exceeding their principal amounts) of the Federal National Mortgage Association ("FNMA") (c) obligations of the Resolution Funding Corporation ("REFCORP") or (d) senior debt obligations of the Student Loan Marketing Association ("SLMA") (excluding securities that do not have a fixed par value/or whose terms do not promise a fixed dollar amount at maturity or call date). (v) a copy of any filing by the Issuer with any NRMSIR under SEC Rule 15c2(12), simultaneously with the filing with such NRMSIR; and (vi) The following shall be conditions to defeasance of the 2007 such additional information as the Insurer may reasonably request. The Issuer will permit Insurer and/or the Insurance Trustee to discuss the affairs, finances and accounts of the Issuer or any information the Insurer may reasonably request regarding the security for the 2007 Bonds with appropriate officers of the Issuer. The Issuer will permit the Insurer and/or the Insurance Trustee to have access to and make copies of all books and records relating to the 2007 Bonds, and the security therefor at any reasonable time. Amendment. Any rating agency rating the 2007 Bonds must receive from the Issuer notice of each amendment to the Indenture and a copy thereof at least fifteen (15) business days in advance of its execution or adoption. The Insurer shall be provided by the Issuer with a full transcript of all proceedings relating to the execution of any such amendment. (iv) Investments in (a) U.S. dollar denominated deposit accounts, federal funds, bankers acceptances, and certificates of deposit of any bank whose short term debt obligations are rated A-1+ by S&P and P-1 by Moody's and maturing no more than 360 calendar days after the date of purchase (holding company ratings are not considered as a rating of the bank) or (b) Certificates of deposit of any bank, which certificates are fully insured by the Federal Deposit Insurance Corporation ("FDIC"). Redemption. Redemption of the 2007 Bonds shall be permitted at any time without the Insurer’s prior written consent so long as funds for such redemption are irrevocably deposited with the Trustee prior to rendering notice of redemption to the Bondholders, or in the alternative, the notice expressly states that such redemption is subject to the deposit of funds by the Issuer. (v) Investments in money market funds rated "AAAm" or "AAAm-G" by S&P. Investments and Valuation. All funds under the Indenture shall be invested only in Insurer Allowed Investments set forth below, provided that such investments must also be described in the definition of Permitted Investments in the Master Indenture as supplemented. Investments on deposit in all funds and accounts shall be valued at market value at least quarterly. No forward delivery agreements, hedge, purchase and resale agreements or par-put agreements may be used with respect to the investment of any fund or account with respect to the trust estate pledged to the 2007 Bonds without the prior written consent of the Insurer. (vi) Commercial paper which is rated at the time of purchase in the single highest classification, P-1 by Moody's, Inc. and A-1 + by S&P and which matures not more than 270 calendar days after the date of purchase. (vii) Pre-refunded municipal obligations defined as follows: any bonds or other obligations rated "AAA" by S&P and "Aaa" by Moody's (based on an irrevocable escrow account or fund) of any state of the United States of America or any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice. INSURER ALLOWED INVESMENTS (i) Certificates or interest-bearing notes or obligations of the United States, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest. (viii) Municipal obligations rated "Aaa/AAA" or general obligations of States with a rating of "Al /A+" or higher by both Moody's and S&P. (ii) Investments in any of the following obligations provided such obligations are backed by the full faith and credit of the United States (a) the The value of the above investments (paragraphs i-viii) shall be determined as follows: LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 11 C-33 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 12 e) the repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Holder of the Collateral has a perfected first priority security interest in the collateral, and substituted collateral and all proceeds thereof. "Value", which shall be determined as of the end of each quarter, means that the value of any investments shall be calculated as follows: (a) for securities: f) the repurchase agreement shall provide that if during its term the provider's rating by either Moody's or S&P is withdrawn or suspended or falls below "A-" by S&P or "A3" by Moody's, as appropriate, the provider must, at the direction of the issuer or the trustee (who shall give such direction if so directed by Radian), within 10 days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the issuer or trustee. (1) computed on the basis of the bid price last quoted by the Federal Reserve Bank of New York on the valuation date and printed in the Wall Street Journal or The New York Times; or (2) a valuation performed by a nationally recognized and accepted pricing service whose valuation method consists of the composite average of various bid price quotes on the valuation date; or (x) Investment agreements with (a) a domestic or foreign bank or corporation (other than a life or property casualty insurance company) the longterm debt of which, or, in the case of a guaranteed corporation the long term debt is rated at least "AA" by S&P and "Aa2" by Moody's; or (B) a monoline municipal bond insurance company or a subsidiary thereof whose claims paying ability is rated at least "AA" by S&P and "Aa2" by Moody's; provided, that in all cases, by the terms of the investment agreement: (3) the lower of two dealer bids on the valuation date. The dealers or their parent holding companies must be rated at least investment grade by S&P and Moody's and must be market makers in the securities being valued. (b) as to certificates of deposit and banker's acceptances: the face amount thereof, plus accrued interest. a) interest payments are to be made to the Trustee at least one business day prior to debt service payment dates on the Bonds and in such amounts as are necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) on the Bonds; (ix) Repurchase agreements with (a) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least "A" by S&P and "A2" by Moody's; or (b) any broker-dealer with "retail customers" or a related affiliate thereof which broker dealer has, or the parent company (which guarantees the provider) of which has, long term debt rated at least "A" by S&P and "A2" by Moody's, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (c) any other entity rated at least "A" by S&P and "A2" by Moody's and acceptable to Radian, provided that: b) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven days' prior notice (which notice may be amended or withdrawn at any time prior to the specified withdrawal date); provided that the [Indenture] specifically requires the Issuer or the Trustee to give notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid; a) the repurchase agreement is collateralized with the obligations described in paragraphs (i) or (ii) above; or with obligations described in paragraph (iii) (a) and (b) above. c) the investment agreement shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof; b) the trustee or a third party acting solely as agent therefor will value the collateral securities at least weekly and will liquidate the collateral securities if any deficiency in the required collateral percentage in not restored within (2) business days. d) a fixed guaranteed rate of interest is to be paid on invested funds and all future deposits, if any, required to be made to restore the amount of such funds to the level specified under the [Indenture]; e) the term of the investment agreement does not exceed seven years or such longer term as approved by Radian. A Radian approved investment agreement for the Debt Service Reserve Fund may extend until the maturity for the Bonds; c) the market value of the collateral must be maintained at: 104% of the total principal of the repurchase agreement for obligations described in paragraphs (i) and (ii); 105% of the total principal of the repurchase agreement for obligations described in paragraph (iii) (a) and (b) above. f) the Issuer or the Trustee receives the opinion of domestic counsel (which opinion shall be addressed to the Issuer and Radian) that such investment agreement is legal, valid, binding and enforceable upon the provider in accordance with its terms and of foreign counsel (if applicable) in form and substance acceptable, and addressed to, the Insurer; d) the trustee or a third party acting solely as agent therefor or for the issuer ("the "Holder of the Collateral") has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws (other than be means of entries on the transferor's books). g) the investment agreement shall provide that if during its term: (1) LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc the provider's rating by either S&P or Moody's falls below LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 13 14 'AA-' or 'Aa3' respectively, the provider must, at the direction of the Issuer or the Trustee (which shall give such direction if, but only if, so directed by Radian), within 10 days of receipt of such direction, either (i) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider's books) to the Trustee or the Holder of the Collateral, Permitted Collateral (as defined below) which is free and clear of any third-party liens or claims at the Collateral Levels set forth below; or (ii) repay the principal of and accrued but unpaid interest on the investment (the choice of (i) or (ii) above shall be that of the Issuer or Trustee, as appropriate), and C. Collateral levels must be 104% of the total principal deposited under the investment agreement for U.S. direct Treasury obligations, GNMA obligations and full faith and credit U.S. government obligations and 105% of the total principal deposited under the investment agreement for FNMA and FHLMC. D. The collateral must be held be a third party, segregated and marked to market at least weekly. (xi) Forward delivery agreements approved in writing by the Insurer (supported by appropriate opinions of counsel). (2) the provider's rating by either Moody's or S&P is withdrawn or suspended or falls below "A-" or "A3" by S&P or Moody's, as appropriate, the provider must, at the direction of the Issuer or the Trustee (who shall give such direction if, but only if, so directed by Radian), within 10 days of receipt of such direction, repay the principal of and accrued but unpaid interest on the investment in either case with no penalty or premium to the Issuer or Trustee; (xii) (a) The Issuer covenants that any surplus Revenues shall be used only in connection with Airports purposes. h) The investment agreement shall state and an opinion of counsel shall be rendered that the trustee has a perfected first priority security interest in the Permitted Collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the trustee is in possession); and i) (b) The Issuer shall maintain the Airports in good repair and working order and will operate the Airports efficiently and punctually perform all duties required by state and federal laws. the investment agreement must provide that if during its term (1) the provider shall default in its payment obligations, the provider's obligations under the investment agreement shall, at the direction of the Issuer or the Trustee (who shall give such direction if so directed by the Insurer), be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Issuer or Trustee, as appropriate; (c) The Issuer shall maintain and carry insurance with respect to the Airports in an amount necessary to provide for the repair or replacement of the Airports and shall maintain and carry liability insurance of the kind and in the amount normally carried by entities, whether publicly or private, engaged in the operation of airports. The Issuer shall not self-insure without the prior written consent of the Insurer, except as set forth in subparagraph (i) below. (2) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. ("event of insolvency"), the provider's obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Issuer or Trustee, as appropriate; (d) The Issuer shall maintain its rights and titles to the Airports and will not sell, lease (except in the ordinary course of business), mortgage or otherwise dispose of the Airports while the 2007 Bonds are outstanding. (3) the provider fails to perform any of its obligations under the Investment Agreement (other than obligations related to payment or rating) and such breach continues for ten (10) Business Days or more after written notice thereof is given by the Trustee to the provider, it shall be an event of default; or (e) The Issuer shall use its best efforts to enforce any contracts or leases to which it is a party regarding the use of the Airports. (f) The Issuer shall cause to be maintained and kept proper books of record and account with respect to the Airports separate from all other records and accounts of the Issuer. (4) a representation or warranty made by the provider proves to have been incorrect or misleading in any material respect when made, it shall be an event of default under the Investment Agreement. (g) The Issuer will pay all taxes, governmental charges and utility fees when due and will not tolerate the existence of any lien as a result of a failure to pay to be placed on any of the physical properties of the Airports. Permitted Collateral for Investment Agreements ("Permitted Collateral"): A. U.S. direct Treasury obligations, (h) The Issuer shall do all things necessary to maintain its legal existence and its right to operate the Airports. B. Senior debt and/or mortgage backed obligations of GNMA, FNMA or FHLMC and other government sponsored agencies backed by the full faith and credit of the U.S. government and approved by the Insurer. LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 15 Other forms of investments approved in writing by the Insurer. Airport Related Provisions. (i) The Issuer may self-insure without the prior written consent of the Insurer, so long as the Issuer's self-insurance plan provides for (i) the establishment C-34 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 16 by the Issuer of a separate segregated self-insurance fund funded in an amount determined (initially and on at least an annual basis thereafter) by an insurance or actuarial consultant satisfactory to the Insurer employing accepted actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk management program. If the Issuer elects to self-insure for professional liability, the Issuer shall within 150 days after the end of each fiscal year cause an insurance or actuarial consultant satisfactory to the Insurer to submit a report to the Trustee and to the Insurer to the effect that such self-insurance plan maintains adequate reserves and has been adequately funded. beneficiary) with respect to the Indenture and as a party entitled to (i) notify the Trustee of the occurrence of an Event of Default, and (ii) request the Trustee to intervene in judicial proceedings that affect the 2007 Bonds or the security therefor. Interpretation. Notwithstanding any other provision of the Indenture, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of the Indenture, the Trustee shall consider the effect on the Bondholders without regard to the Policy. (j) The Trustee shall have no special duty on behalf of the Insurer to monitor compliance by the Issuer with the provisions of paragraphs (a) through (i) above, and shall be entitled to the benefit of Article IX of the Master Indenture with respect thereto. The Trustee shall not be permitted to resolve ambiguities in the Indenture in any manner that shall be deemed to be conclusively binding on Bondholders without the consent of the Insurer. The Insurer shall receive notice of any proposed meetings of Bondholders held under the Indenture and shall be given the opportunity to attend and participate in the same. Defaults. Failure to comply with the Subordination Provisions Applicable to Subordinated Debt below shall be an immediate Event of Default under the Indenture. Any legal opinions rendered to any party to the Indenture as to compliance with or interpretation of, the provisions thereof, shall also be provided to the Insurer. No waivers of any Event of Default shall be granted by any party to the Indenture without the prior written consent of the Insurer. Upon an Event of Default described in Section 801(a) or (b) of the Master Indenture, the Revenue Fund and all Revenues therein shall be immediately transferred and held by the Trustee under the Indenture, and applied as provided in the Indenture. Reimbursement. The Issuer shall pay or reimburse the Insurer for any and all charges, fees, costs and expenses which the Insurer may reasonably pay or incur in connection with the (i) administration, enforcement, defense, or preservation of any rights or security hereunder; (ii) the pursuit of any remedies hereunder or otherwise afforded by law or equity, (iii) any amendment, waiver, or other action with respect to or related to the Indenture whether or not executed or completed, (iv) the violation by the Issuer of any law, rule, or regulation or any judgment, order or decree applicable to it, or (v) any litigation or other dispute in connection with the Indenture or the transactions contemplated thereby, other than amounts resulting from the failure of the Insurer to honor its payment obligations under the Policy. The Insurer reserves the right to charge an administrative fee (the “Administrative Fee”) of $2,500 as a condition to executing any amendment, waiver or consent proposed in respect of any document or action taken after closing in connection with the 2007 Bonds and any Indenture. The Insurer reserves the right to require the payment of the reasonable fees and expenses of its counsel or other agents as a condition to executing any amendment, waiver or consent proposed in respect of any document or action taken after closing in connection with the 2007 Bonds and any Supplemental Indenture. All requests for any such amendments, waivers or consents shall be in writing and accompanied by the payment of the Administrative Fee and directed to Radian Asset Assurance Inc., 335 Madison Avenue, New York, New York 10017, Attention: Risk Management Department. The obligations of the Issuer to the Insurer shall survive discharge and termination of the Indenture. Control. Anything in the Indenture to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default as defined in the Indenture, the Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Holders of the 2007 Bonds or any trustee appointed for the benefit of the Holders under the Indenture as if the Insurer were the Holder of the 2007 Bonds insured by it. Default Rate. Amounts paid by the Insurer in respect of the principal and/or interest on the 2007 Bonds shall bear interest until repaid to the Insurer at a per annum rate of interest equal to the rate from time to time announced by the Insurance Trustee at its base lending rate plus three percent (3%) (the "Default Rate"). Trustee. Prior to an Event of Default, the Insurer shall have the right to remove the Trustee for cause, and upon the occurrence of an event which constitutes or would, with the giving of notice or lapse of time, or both, constitute an Event of Default, the Insurer shall have the right to remove the Trustee for any reason. Indemnification. To the fullest extent permitted by the laws and Constitution of the State, the Issuer shall protect, hold harmless and indemnify the Insurer for, from and against any and all liability, obligations, losses, claims and damages paid or incurred in connection with the Airport, the Indenture and any related instrument (including all environmental liabilities regarding the Airport), (except that the Issuer shall not protect, hold harmless or indemnify the Insurer for the willful or wanton acts or omissions, negligence of the Insurer, to the extent that such acts, omissions, negligence of such party are successfully alleged to have caused the liability, obligation, loss, claim or damage) and expenses in connection herewith including reasonable attorneys' fees and expenses. The obligations of the Issuer to protect, hold harmless, reimburse and indemnify the Insurer Consent Requirements. The Insurer's consent shall be required for the following purposes: (i) execution and delivery of any amendment or supplement to the Indenture (other than an amendment or supplement for the purpose of authorizing additional indebtedness in accordance with the terms of the Indenture) or any other document executed in connection with the issuance of the 2007 Bonds; (ii) removal of the Trustee or Paying Agent; and (iii) initiation or approval of any action not described in (i) and (ii) above which requires 2007 Bondholder consent. Party in Interest. The Insurer shall be included as a party in interest (a third party LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 17 18 as set forth under this Section shall survive any termination, release, satisfaction and discharge of the Indenture. 1. an Airport Consultant has provided to the Trustee a certificate stating that, for each of the next five (5) full Fiscal Years of the Issuer following issuance of the Additional Bonds, or each full Fiscal Year of the Issuer from issuance of the Additional Bonds through three full Fiscal Years of the Issuer following completion of the Project or Projects financed by the Additional Bonds proposed to be issued, whichever is later, based upon reasonable assumptions set forth therein, Amounts Available to Pay Debt Service are projected to be equal to at least 125% of Annual Debt Service on Bonds (disregarding any Bonds that have been paid or discharged or will be paid or discharged immediately after the issuance of the Additional Bonds proposed to be issued); provided, however, that if Capitalized Interest on any Bonds and proposed Additional Bonds is to be applied the Airport Consultant shall extend the test through the first three full Fiscal Years of the Issuer for which there is no longer Capitalized Interest, or Notices. All notices to the Insurer shall be delivered to Radian Asset Assurance Inc., 335 Madison Avenue, New York, New York 100017, Attention: Chief Risk Officer. Email: muni_surveillance@radian.biz. The obligations of the Issuer to the Insurer shall survive discharge and termination of the Indenture. Rate Covenant. (a) The Issuer covenants and agrees that it will take all lawful and available measures to fix and adjust from time to time the rentals, rates, fees and other charges for the use of the Airports calculated to be at least sufficient to produce Amounts Available to Pay Debt Service to provide for the greater of either: (i) (To the extent not otherwise paid from other legally available funds of Issuer) the amounts needed for making the required deposits in the Fiscal Year of Issuer, to the Principal Accounts, the Interest Accounts, the Redemption Accounts, Debt Service Reserve Fund, the Operation and Maintenance Reserve Account, Repair and Rehabilitation Fund, and the Subordinated Indebtedness Fund; or the the the the 2. the Issuer has provided to the Trustee a certificate stating that in the most recent completed Fiscal Year of the Issuer for which an independent audit is available or for any consecutive twelve-month period out of the last eighteen months Amounts Available to Pay Debt Service were not less than 125% of (A) Annual Debt Service on Bonds Outstanding in such Fiscal Year of the Issuer or such period (disregarding any Bonds that have been paid or discharged or will be paid or discharged immediately after the issuance of such Additional Bonds proposed to be issued), plus (B) Maximum Annual Debt Service with respect to such Additional Bonds proposed to be issued. (ii) An amount not less than 125% of the aggregate Annual Debt Service with respect to Outstanding Bonds for such Fiscal Year of the Issuer. (b) The Issuer covenants that if, upon the receipt of the audit report for a Fiscal Year of the Issuer, the Amounts Available to Pay Debt Service in such Fiscal Year of the Issuer are less than the amount specified in subsection (a) (i) or (ii) above of this Section, the Issuer will take all lawful and available measures to revise the schedule of rentals, rates, fees and charges for the use of the Airports so as to generate Amounts Available to Pay Debt Service in the amounts specified in subsection (a) (i) or (ii) of this Section in the Fiscal Year of the Issuer following the Fiscal Year of the Issuer covered by such audit report. (b) With respect to Additional Bonds proposed to be issued as Refunding Bonds, the Issuer may issue Refunding Bonds upon satisfaction of one of the following requirements: either 1. (c) In the event that Amounts Available to Pay Debt Service for any Fiscal Year of the Issuer are less than the amount specified in subsection (a) (i) or (ii) of this Section, but the Issuer promptly has taken in the next Fiscal Year of the Issuer all available lawful measures to revise the schedule of rentals, rates, fees and charges for the use of the Airports so as to generate amounts required by subsection (b) of this Section, there shall be no Event of Default. Nevertheless, if after taking the measures required by subsection (b) of this Section to revise the schedule of rentals, rates, fees and charges for use of the Airports, Amounts Available to Pay Debt Service in the Fiscal Year of the Issuer during which such adjustments are required to be made (as evidenced by the audit report for such Fiscal Year of the Issuer) is less than the amount specified in subsection (a) (i) or (ii) of this Section there shall be an Event of Default pursuant to Section 801(e) hereof. (c) The Issuer may issue Completion Bonds in order to finish the 2007 Project or portion thereof. The aggregate Principal Amount of such Completion Bonds shall be limited to ten percent (10%) of the amount specified in the Supplemental Indenture in which the initial Series of Bonds issued to finance such Project was authorized as the total Principal Amount of any Bonds and Subordinated Indebtedness originally projected to be required to complete the funding of such Project. In issuing such Completion Bonds, the Issuer shall not be required to meet the requirements for Additional Bonds set forth in Section 214 (a) or (b). The Construction Manager shall provide a certificate stating the total estimated cost to complete the Project and that the proceeds of the Completion Bonds will not be used So long as the Issuer is not in default hereunder, as Additional Bonds. (a) evidenced by a certificate of no default executed by its Authorized Representative, the Issuer may issue Bonds ("Additional Bonds"), other than the first issue of Bonds under the Master Indenture upon satisfaction of one of the following requirements: LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 19 the requirements set forth in (a) are satisfied, or 2. the Issuer shall have provided to the Trustee a certificate with an accompanying schedule indicating that, after issuance of the Refunding Bonds, (i) there is no increase in Maximum Annual Debt Service with respect to all Bonds Outstanding and (ii) either (A) there is a decrease in the sum of all Annual Debt Service payable on all Bonds then Outstanding, or (B) in each Fiscal Year, the Annual Debt Service with respect to the Refunding Bonds will be equal to or less than the Annual Debt Service with respect to the Bonds to be refunded. C-35 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 20 for Costs related to material changes in the scope of such Project. The Financial Advisor, in reliance on the Construction Manager's certificate, shall provide a certificate stating (i) the anticipated total Principal Amount of Bonds and Subordinated Indebtedness required to finance the Project and the Principal Amount of Completion Bonds to be issued, and (ii) that the proceeds of the Completion Bonds are projected to be sufficient to complete the Project. Issuer, or of any execution, sale, receivership, insolvency, bankruptcy, liquidation, readjustment, reorganization, or other similar proceeding relative to the Issuer or its property, all principal and interest owing on all Superior Indebtedness shall first be paid in full before any payment is made upon the Subordinated Indebtedness, provided, however, that, except for Amounts Available to Pay Debt Service, this sentence shall not apply to payments made on such Subordinated Indebtedness from the proceeds of collateral specifically securing such Subordinated Indebtedness; and in any such event any payment or distribution of any kind or character from sources other than the proceeds of collateral specifically securing the Subordinated Indebtedness, except for Amounts Available to Pay Debt Service, whether in cash, property or securities (other than in securities, including equity securities, or other evidences of indebtedness, the payment of which is subordinated to the payment of all Superior Indebtedness which may at the time be outstanding) which shall be made upon or in respect of the Subordinated Indebtedness shall be paid over to the holders of such Superior Indebtedness, pro rata, for application in payment thereof unless and until such Superior Indebtedness shall have been paid or satisfied in full; and (d) Notwithstanding the provisions of paragraph (a) above, no Additional Bonds may be issued under (a) above without the Insurer’s consent, unless the requirements of (a) above are met when “150%” is substituted for “125%” in each place it appears. (e) All fixed rate Parity Debt shall have the same principal and interest payment dates as the 2007 Bonds. Parity Debt bearing interest at variable rate may have interest payable on a periodic basis other than that required for the payment of interest on the 2007 Bonds but shall have the same principal payment dates as the 2007 Bonds. (2) In the event that the Subordinated Indebtedness is declared or becomes due and payable because of the occurrence of any Event of Default under the Indenture or otherwise than at the option of the Issuer, under circumstances when the foregoing clause (1) shall not be applicable, the holders of the Subordinated Indebtedness shall be entitled to payments only after there shall first have been paid in full all Superior Indebtedness outstanding at the time the Subordinated Indebtedness so become due and payable because of any such event, or payment shall have been provided for in a manner satisfactory to the holders of such Superior Indebtedness, provided, however, that, except for Amounts Available to Pay Debt Service, this sentence shall not apply to payments made on such Subordinated Indebtedness from the proceeds of collateral specifically securing such Subordinated Indebtedness. (f) Refunding Bonds which do not defease all of the insured 2007 Bonds may be issued without the consent of the Insurer, provided there is no increase in maximum annual debt service. (g) Short-Term Debt (any debt that has a stated term less than one year) may be incurred without the Insurer's prior written consent provided such shortterm debt is secured by a subordinate lien in the Revenues. (h) Balloon indebtedness (indebtedness of which 25% or more of the principal amount comes or may come due in any one fiscal year by maturity, mandatory sinking fund redemption or optional or mandatory tender by the holder thereof), variable rate indebtedness and non-recourse indebtedness (debt which is not a general obligation of the Issuer and which is secured solely by the property acquired or financed with such debt) shall be subject to the prior approval of the Insurer. (b) The Issuer agrees, for the benefit of the holders of Superior Indebtedness, that in the event that any Subordinated Indebtedness is declared due and payable before its expressed maturity because of the occurrence of a default hereunder, (i) the Issuer will give prompt notice in writing of such happening to the holders of Superior Indebtedness and (ii)) all Superior Indebtedness shall forthwith become immediately due and payable upon demand, regardless of the expressed maturity thereof. (i) No additional bonds, notes, certificates, contracts or any other obligations shall be issued by the Issuer unless no Event of Default shall have occurred and be continuing with respect to the 2007 Bonds. Subordinate Debt Any debt of the Issuer which is subordinate to the lien of the Bondholders on the Amounts Available to Pay Debt Service shall have the same payment dates as the 2007 Bonds and provide that such debt may not be accelerated without the consent of the Insurer. (c) Any default in the covenants contained in this section shall be an immediate "Event of Default" without regard to any "grace period" otherwise contained herein. (a) Subordination Provisions Applicable to Subordinated Debt. Subordinated Indebtedness shall at all times be wholly subordinate and junior in right of payment to any and all indebtedness of the Issuer under the Indenture or the 2007 Bonds (herein called "Superior Indebtedness"), in the manner and with the force and effect hereafter set forth: (d) If the holder of the Subordinated Indebtedness is a commercial bank, savings bank, savings and loan association or other financial institution which is authorized by law to accept and hold deposits of money or issue certificates of deposit, such holder must agree to waive any common law or statutory right of setoff with respect to any deposits of the Issuer maintained with or held by such holder. (1) Airport Lease Agreement The Issuer hereby covenants to (i) notify the Insurer In the event of any liquidation, dissolution or winding up of the LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 21 22 immediately upon receipt by the Issuer of a notice of default from the United States Air Force (the "Air Force") under the terms of the Okaloosa Regional Airport Lease Agreement between the Issuer and the Air Force (the "Lease"); and (ii) permit the Insurer to cure, or direct the Trustee to cure, at the Issuer’s expense, any covenant defaults on behalf of the Issuer under the terms of the Lease. Total Uses of Funds by Issuer and Trustee Section 206. Book-Entry System of Registration. The 2007 Bonds shall be issued using the book-entry-only system of registration described in the Official Statement for the 2007 Bonds. Section 207. Form of 2007 Bonds. The 2007 Bonds shall be issued in the form attached as Exhibit A hereto and by this reference made a part hereof. Section 208. Continuing Disclosure. The Issuer shall provide continuing disclosure of information relating to the 2007 Bonds as provided in its Continuing Disclosure Certificate in the form attached as Appendix E to the Official Statement for the 2007 Bonds. Section 209. Authentication of 2007 Bonds. The Trustee as Authenticating Agent shall authenticate and deliver to the 2007 Original Purchaser the 2007 Bonds upon receipt of a written request from the Issuer and receipt of the items specified in Section 210(a), (b), (c) and (d) and Section 214(a) of the Master Indenture relating to the 2007 Bonds and compliance with any other requirements in accordance with the Indenture. Section 210. Sources and Uses of Funds. The Issuer shall receive the funds from the sources and in the amounts specified in (a) below and shall apply them upon receipt as provided in (b) below. The Trustee shall apply the funds upon receipt as provided in (c) below. (a) (b) (c) Sources of Funds: Purchase Price of 2007 Bonds Less Bond Insurance Premium paid by The 2007 Original Purchaser: Total Sources of Funds Uses of Funds by the Issuer: Deposit to 2007 Project Account: (i) to the 2007 Cost of Issuance Account: (ii) to the 2007 Capitalized Interest Account for payment of interest on the 2007 Bonds through April 1, 2009: (iii) to the 2007 Project Account Total Uses of Funds by Issuer $9,431,031.35 301,754.71 $9,129,276.64 209,382.30 797,731.84 7,229,187.50 $8,236,301.64 Uses of Funds deposited by the Issuer with the Trustee: Deposit to 2007 Debt Service Reserve Account Total Uses of Funds by Trustee LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 23 892,975.00 $892,975.00 C-36 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 24 $9,129,276.64 ARTICLE IV ARTICLE III PROJECT APPLICATION OF PROVISIONS OF MASTER INDENTURE Section 302. Security for 2007 Bonds. The 2007 Bonds shall be payable solely from and secured by a pledge of and lien on the Trust Estate, on a parity with the 2003 Bonds and any Additional Bonds which may be issued under the Master Indenture, subject to the revised flow of funds provided in Section 505 hereof, and subject to Section 701 of the Master Indenture. Section 401. Project Account. There is hereby created and established in the Construction Fund created pursuant to Section 401 of the Master Indenture an Account for the 2007 Bonds to be known as the “2007 Project Account” with a 2007 Capitalized Interest Account and a 2007 Cost of Issuance Account therein. Proceeds of the 2007 Bonds to be used to pay Costs of the 2007 Project shall be deposited into the 2007 Project Account and used solely for the purpose of paying Costs of the 2007 Project, subject to the provisions of Article IV of the Master Indenture. Moneys deposited into the 2007 Capitalized Interest Account and the 2007 Cost of Issuance Account in the 2007 Project Account shall be derived from proceeds of the 2007 Bonds or from additional available sources and shall be used to pay (1) eligible capitalized interest on the 2007 Bonds, as indicated in Section 210(b)(ii) hereof, and (2) costs of issuance allocable to the 2007 Bonds, respectively. Section 303. 2007 Accounts. (a) There are hereby created and established in the Funds and Accounts created and established pursuant to Section 601 of the Master Indenture the following Series Accounts: Section 402. Project Covenants. The Issuer covenants that it will not take, or allow any person to take, any action that would cause the Issuer to lose the right to receive any grant-in-aid related to the 2007 Project. Section 301. Application of Provisions of the Master Indenture. The 2007 Bonds shall for all purposes be considered to be Bonds issued under the authority of the Master Indenture and shall be entitled to all the protection and security provided therein for Bonds. The covenants and pledges contained in the Master Indenture shall be applicable to the 2007 Bonds herein authorized. (1) in the Bond Fund, a 2007 Interest Account, a 2007 Principal Account, and a 2007 Redemption Account; and (2) in the Debt Service Reserve Fund, a 2007 Debt Service Reserve Account. (b) There is also created and established in the Revenue Fund a Customer Facility Charge Fund and the accounts and subaccounts described in Section 501 hereof. (c) There is also created and established in the Airport Construction Fund, pursuant to Article IV of the Master Indenture, a 2007 Project Account, a 2007 Cost of Issuance Account and a 2007 Capitalized Interest Account. Section 304. Initial Funding of CFC Coverage Subaccount. The 2007 CFC Coverage Subaccount shall be initially funded on the date of issue of the 2007 Bonds, from CFC Revenues on deposit in the Customer Facility Charge Fund, in the amount of the 2007 CFC Coverage Amount. Section 305. Funding Debt Service Reserve Fund Requirement Deficiency. Pursuant to Section 611(ix) of the Master Indenture, prior to deposit of any amount to the Airports General Purpose Fund, there shall first be deposited pro rata to each Account in the Debt Service Reserve Fund for each series of Bonds all remaining amounts in the Revenue Fund in accordance with the amounts necessary to fully fund the applicable Series Debt Service Reserve Fund Requirement. LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 25 26 ARTICLE V (d) After all 2007 Bonds are no longer Outstanding, the remaining monies in the Customer Facility Charge Fund, if not provided for in any other Supplemental Indenture, may be utilized on a pay-as-you-go basis for such capital projects or other purposes as may be authorized from time to time by the Board and as are authorized by the CFC Ordinance. CUSTOMER FACILITY CHARGE FUND Section 501. Customer Facility Charge Fund; 2007 Pledged CFC Account; 2007 CFC Project Account. Section 503. Application of Monies in the 2007 Pledged CFC Account. No later than the same day in each month that monies are transferred from the Revenue Fund into the Bond Fund pursuant to Section 611 of the Master Indenture, the Issuer shall transfer (a) There is hereby created and established in the Revenue Fund a Customer Facility Charge Fund to be held by the Issuer pursuant to the CFC Ordinance and this Second Supplement. The Issuer shall deposit into this Fund all CFC Revenues promptly upon receipt. (a) first, from the 2007 Pledged CFC Account, and second, if necessary from the 2007 CFC Coverage Subaccount therein, an amount equal to the CFC Debt Service for such month on the 2007 Bonds to the Trustee for deposit into the 2007 Interest Account, 2007 Principal Account and 2007 Redemption Account for payment of each Account's share of the CFC Debt Service, and (b) There are hereby created and established in the Customer Facility Charge Fund a 2007 Pledged CFC Account and a 2007 CFC Coverage Subaccount therein, each to be held by the Issuer, pursuant to this Second Supplement. Monies in the 2007 Pledged CFC Account and the 2007 CFC Coverage Subaccount shall constitute Pledged CFC Revenues and Revenues (as defined in the Master Indenture) and are hereby pledged to secure the payment of the Principal Amount of, Redemption Premium, if any, and Interest on the 2007 Bonds. Section 502. (b) from the 2007 Pledged CFC Account to the Trustee for deposit into the 2007 Debt Service Reserve Account the amount for such month calculated pursuant to Section 502(a)(1)(ii) hereof. Application of Monies in Customer Facility Charge Section 504. Covenants to Maintain CFC Revenue. The Issuer covenants to do all things necessary on its part to continue the imposition of the Customer Facility Charge in compliance with the CFC Ordinance and any successor provision of law and to diligently enforce collection of the Customer Facility Charge. The Issuer will at all times comply with all of the requirements and conditions of the CFC Ordinance, and take every necessary action to remain qualified under applicable law to levy the Customer Facility Charge and collect the CFC Revenues; and the Issuer will not take any action which will jeopardize eligibility for receipt of such funds which may adversely affect the undertakings provided in this Second Supplement. The Issuer will not take any action, including amendment or repeal of the CFC Ordinance, or enter into any agreement which will have the effect of reducing the level of the CFC Revenues received by the Issuer below an amount sufficient to fully fund the 2007 Pledged CFC Account and the 2007 CFC Coverage Subaccount therein in each Fiscal Year. Fund. (a) So long as any 2007 Bonds remain Outstanding, CFC Revenues shall be transferred upon receipt in the Customer Facility Charge Fund as follows: (1) into the 2007 Pledged CFC Account until, in each month, the amount on deposit in the 2007 Pledged CFC Account equals (i) the CFC Debt Service on the 2007 Bonds for such month and (ii) the product of (I) any required deposit into the 2007 Debt Service Reserve Account times (II) the CFC Debt Service Percentage; and (2) into the 2007 CFC Coverage Subaccount in the amount necessary to maintain therein the 2007 CFC Coverage Amount. Section 505. Application of Revenues under Master Indenture. Under Section 611(ii) of the Master Indenture, which is hereby amended to read as follows: Revenues in the Revenue Fund (other than Revenues constituting Pledged CFC Revenues) shall be applied on or before the 25th day of each month, commencing in the month following issuance of the 2007 Bonds, as follows in the following order of priority: (b) CFC Revenue in the Customer Facility Charge Fund in excess of the amount required to be transferred to the 2007 Pledged CFC Account and the 2007 CFC Coverage Subaccount shall remain in the Customer Facility Charge Fund, and shall be invested pursuant to Section 612 of the Master Indenture until no 2007 Bonds remain Outstanding. (c) While any 2007 Bonds remain Outstanding, the Issuer may utilize surplus funds in the Customer Facility Charge Fund (i) to pledge to secure and to pay any Additional Bonds or Subordinated Indebtedness authorized by the CFC Ordinance, or (ii) on a pay-as-you-go basis for such capital projects or other purposes as may be authorized from time to time by the Board and as are authorized by the CFC Ordinance. LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 27 “(ii) Indenture: Except as otherwise provided in any future applicable Supplemental *** C-37 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 28 (a) First, to the applicable Interest Account in the Bond Fund, an amount, which together with amounts transferred from any Pledged PFC Account relating thereto and amounts transferred from the Pledged CFC Account relating thereto, is equal to one-sixth (1/6th) of the next interest payment due after such date with respect to each Series of Bonds provided, however, that the Issuer shall be credited with any amount which is on deposit in a Capitalized Interest Account relating to the next interest payment on such Series in the Construction Fund. ARTICLE IX MISCELLANEOUS Section 601. Severability. If any one or more sections, clauses, sentences or parts hereof shall for any reason be questioned in any court of competent jurisdiction and shall be adjudged unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remaining provisions hereof, or the 2007 Bonds issued pursuant hereto, but shall be confined to the specific sections, clauses, sentences and parts so adjudged. (b) Second, to the applicable Principal Account or Redemption Account as the case may be in the Bond Fund, an amount, which together with amounts transferred from any Pledged PFC Account relating thereto and amounts transferred from the Pledged CFC Account relating thereto, is equal to one-twelfth (1/12th) of the next principal payment or mandatory sinking fund payment due after such date with respect to each Series of Bonds. Section 602. Governing Law. This Second Supplement and the 2007 Bonds are contracts made under the laws of the State and shall be governed and construed in accordance with such laws. Amounts in the applicable Interest, Principal or Redemption Account in the Bond Fund may be used to reimburse the Credit Provider for amounts paid under a Credit Facility to or for the benefit of Holders of Bonds for such Interest, Principal or Redemption Price of Bonds. Section 603. Notices. (a) Unless otherwise expressly specified or permitted by the terms hereof, all notices, consents or other communications required or permitted hereunder shall be deemed sufficiently given or served if given in writing, mailed by first class mail, postage prepaid and addressed as follows: If such deposits are not sufficient to comply with the provisions of the applicable Supplemental Indenture with respect to each Series of Bonds, such deposits shall be made pro rata in accordance with amounts due for each Series of Bonds.” (i) If to the Issuer, addressed to: Okaloosa County, Florida c/o County Administrator 1804 Lewis Turner Blvd., Suite 400 Ft. Walton Beach, Florida 32547 with a copy to: County Finance Director and County Airport Director (ii) If to the Trustee, sent by registered or certified mail addressed to: 101 Barclay Street – 7W New York, New York 10286 (iii) If to the registered Holder of a 2007 Bond, addressed to such Holder at the address shown on the books of the Registrar kept pursuant hereto. (b) The Issuer and the Trustee may from time to time by notice in writing to each other designate a different address or addresses for notice hereunder. LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 29 30 Section 604. Counterparts. This Second Supplement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the Issuer has caused these presents to be signed in its name and on its behalf and attested by its duly authorized officers, and, to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer, all as of the day and year first above written. Section 605. Immunity of Individuals. No recourse shall be had for the payment of the Principal Amount of, Redemption Premium, if any, or Interest on any of the 2007 Bonds or for any claim based thereon or upon any obligation, covenant or agreement herein against any past, present or future member, officer, employee, agent or consultant of the Issuer, whether directly or indirectly and all such liability of any such individual is such as hereby expressly waived and released as a condition of and in consideration for the execution hereof and the issuance of the 2007 Bonds. OKALOOSA COUNTY, FLORIDA By: Don R. Amunds Chairman, Board of County Commissioners Section 606. Limited Liability; Immunity of Officers of the Issuer. This Second Supplement does not pledge the full faith, general credit or taxing power of the State or any of its political subdivisions, including the Issuer. No provision, covenant or agreement contained in this Second Supplement or in the 2007 Bonds or in any Additional Bonds or any obligations herein or therein imposed upon the Issuer or the breach thereof, shall constitute or give rise to or impose upon the Issuer a pecuniary liability or a charge against its general credit. In making the agreements, provisions and covenants set forth in this Second Supplement, the Issuer has not obligated itself except with respect to the Trust Estate and the Pledged CFC Revenues and the application of the revenues, income and all other property therefrom, as hereinabove provided. (SEAL) Attest: By: __________________________________ Gary J. Stanford Deputy Clerk of the Circuit Court and ex officio Deputy Clerk and Financial Officer, Board of County Commissioners The Issuer is not nor are the members of the Board of the Issuer, the agents, attorneys or employees of the Issuer, or their respective heirs, personal representatives or successors personally or generally liable in connection with any matter, cause or thing pertaining to this Second Supplement, or any instruments and documents executed and delivered by the Issuer in connection with this Second Supplement. No covenant or agreement contained in this Second Supplement shall be deemed to be the covenant or agreement of any member of the Board, officer, attorney, agent or employee of the Issuer in an individual capacity. No recourse shall be had for the payment of the Principal Amount of or Redemption Premium (if any) or Interest on, the 2007 Bonds or any claim based thereon against any officer, member of the Board, agent, attorney or employee of the Issuer past, present or future, or its successors or assigns, as such, present or future, either directly or through the Issuer, or any successor entity, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all of such liability of such members of the Board, officers, agents, attorneys or employees, being hereby released as a condition of, and as a consideration for, the execution and delivery of this Second Supplement. Section 607. Binding Effect. This instrument shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns subject to the limitations contained herein. LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 31 C-38 LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 32 THE BANK OF NEW YORK, as Trustee By: Joanne Adamis Vice President [THIS PAGE INTENTIONALLY LEFT BLANK] LFM-12/6/2007-6:02:01 PM-4290-Second Supp-Indenture-CLEAN.doc 33 [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] C-39 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX D FORM OF BOND COUNSEL OPINION [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX D FORM OF BOND COUNSEL OPINION Chairman Board of County Commissioners Okaloosa County, Florida $_____________ OKALOOSA COUNTY, FLORIDA TAXABLE AIRPORT REVENUE BONDS, SERIES 2007 Dear Sir: We have acted as bond counsel in connection with the issuance by Okaloosa County, Florida (the "County"), of its $_________ Taxable Airport Revenue Bonds, Series 2007 (the "Bonds"), pursuant to the Constitution and laws of the State of Florida, particularly Part I of Chapter 125, Chapter 332, Part VII of Chapter 159, and Section 218.385, all of Florida Statutes, as amended from time to time, and other applicable provisions of law, and pursuant to a Master Indenture of Trust dated as of August 1, 2003, between the County and JPMorgan Chase Bank, as trustee, as to which The Bank of New York serves as successor trustee (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of August 1, 2003 (the First Supplemental Indenture"), and as supplemented by a Second Supplemental Indenture dated as of December 1, 2007 (the “Second Supplemental Indenture), and, with the Master Indenture and the First Supplemental Indenture (the "Indenture"). The Bonds are being issued to finance the development and construction of a new rental car facility and related improvements at Okaloosa Regional Airport, as set forth in the Indenture. We have examined the law and such certified proceedings of the Board of County Commissioners (the "Board") of the County and other proofs as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the County contained in the Indenture and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify the same by independent investigation. As of the date hereof, and based on our examination of the foregoing and the law and proceedings in this matter, we are of the opinion that: 1. The County is duly created and validly existing as a political subdivision of the State of Florida, with the power to execute and delivery the Indenture and to perform the agreements on its part contained therein and to issue the Bonds pursuant to the Master Indenture and the Second Supplemental Indenture. 2. The execution and delivery of the Second Supplemental Indenture and the issuance of the Bonds has been approved by Resolution of the Board duly adopted on October 2, 2007. The Second Supplemental Indenture has been duly executed and delivered and constitutes a valid and binding obligation of the County. The Master Indenture creates a valid lien upon and pledge of the Trust Estate under the Indenture, and the Second Supplemental Indenture creates a valid lien upon and D-1 pledge of the Pledged CFC Revenue under the Indenture, each to secure payment of the Bonds. 3. The Bonds have been duly authorized, executed and delivered by the County and are valid and binding special obligations of the County, payable solely from the sources hereinabove described, as provided in the Indenture. 4. Under existing laws, regulations, rulings and court decisions, the interest on the Bonds is NOT excluded from gross income for federal income tax purposes. It is to be understood that the rights of the holders of the Bonds, and the enforceability of the Indenture and the Bonds, may be subject to the exercise of judicial discretion in accordance with general principles of equity, to the valid exercise of the sovereign police powers of the State of Florida, and of the constitutional powers of the United States of America and to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. Respectfully submitted, D-2 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by Okaloosa County, Florida (the “County”) in connection with the issuance by the County of its $9,980,000 Taxable Airport Revenue Bonds, Series 2007 (the “Bonds”). The Bonds are being issued pursuant to a Master Indenture dated as of August 1, 2003 between the County and JP Morgan Chase Bank, New York, New York, as trustee, as supplemented by a Second Supplemental Indenture between the County and The Bank of New York, as successor trustee, dated as of December 1, 2007. The County covenants and agrees as follows: SECTION 1. PURPOSE OF DISCLOSURE CERTIFICATE. This Disclosure Certificate is being executed and delivered by the County for the benefit of the Bondholders (including beneficial owners) and in order to assist the underwriters of the Bonds in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934 (the “Rule”). SECTION 2. NATURE OF UNDERTAKING. The County, in accordance with the Rule, hereby covenants to provide or cause to be provided: (a) to each nationally recognized municipal securities information repository designated from time to time by the SEC (each a “NRMSIR”) and to any state information depository with which filings are required to be made by the County in accordance with the Rule (the “SID”), (i) annual financial information and operating data of the type described under “Annual Information” below for each Fiscal Year ending on or after September 30, 2007, not later than the following April 30, and (ii) when and if available, audited financial statements of the County for each Fiscal Year ending on or after September 30, 2007; and (b) to each NRMSIR or to the Municipal Securities Rulemaking Board established by the SEC (the “MSRB”), and to the SID, in a timely manner, notice of (i) any Specified Event described in the section entitled a “Specified Event” if that Specified Event is material, (ii) the County’s failure to provide the Annual Information on or prior to the date specified above, and (iii) any change in the accounting principles applied in the preparation of its annual financial statements, any change in its Fiscal Year, and the termination of the County’s continuing disclosure obligations. The County expects that audited annual financial statements will be prepared and will be available together with the Annual Information identified below. The accounting principles to be applied in the preparation of those financial statements will be generally accepted accounting principles as recommended from time to time by the Governmental Accounting Standards Board. In the event that the audited annual financial statements are not available by the date on which the Annual Information will be provided, the County will provide unaudited financial statements by the date specified and audited financial statements when available. E-1 SECTION 3. ANNUAL INFORMATION AND SPECIFIED EVENTS. 1. Annual Information to be provided by the County shall consist of an update of the information under the headings "Historical Operating Results", including the "Management Discussion of Financial Results" thereunder, the table entitled "Regional Share of Enplanements," the table entitled "Total Enplanements", the table entitled "Historical Enplaned Passengers by Airline", the table entitled "Top 10 Origination and Distribution City Markets," the table entitled "Commercial Operations," the table entitled "Landed Weight," a calculation of historical debt service coverage and the annual financial statements of the County of its Airports System Enterprise Fund. 2. Specified Events shall include the occurrence of the following events, within the meaning of the Rule, with respect to the Bonds: principal and interest payment delinquencies; non-payment related defaults; unscheduled draws on debt service reserves reflecting financial difficulties; unscheduled draws on the credit enhancement reflecting financial difficulties; substitution of the credit or liquidity providers, or their failure to perform; adverse tax opinions or events affecting the tax status of the Bonds; modifications to rights of beneficial owners; Bond calls; defeasances; release, substitution, or sale of property securing repayment of the Bonds; and rating changes. The County may, from time to time, in its sole discretion, choose to provide notice of the occurrence of certain other events if, in the judgment of the County, such other events are material with respect to the Bonds, but the County does not specifically undertake to commit to provide any such additional notice of the occurrence of any material event except those events listed above. Any voluntary inclusion by the County of supplemental information that is not required hereunder shall not expand the obligations of the County hereunder and the County shall have no obligation to update such supplemental information or include it in any subsequent report. SECTION 4. NRMSIRs AND SIDs. As of the date of issuance of the Bonds, the NRMSIRs to which the County shall provide the information described in Sections 2 and 3 above, to the extent required, shall be the following organizations, their successors and assigns: (A) Bloomberg Municipal Repositories P.O. Box 840 Princeton, New Jersey 08542-0840 Phone: 609/279-3200 Fax: 609/279-5962 Email: munis@bloomberg.com (B) Thomson NRMSIR Attn: Municipal Disclosure 395 Hudson Street New York, New York 10014 Phone: 212/807-3814 Fax: 212/989-9282 Email: Disclosure@muller.com E-2 (C) Standard & Poor's J.J. Kenny Repository New York, New York 10006 55 Water Street, 45th Floor New York, New York 10041 Phone: 212/438-4595 Fax: 212/438-3975 (D) DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: 201/346-0701 Fax: 201/947-0107 Email: NRMSIR@dpcdata.com The County is required to provide the information described in Sections 2 and 3 above to any NRMSIR’s that are subsequently established and approved by the Securities and Exchange Commission. According to a Securities and Exchange Commission press release dated June 26, 1995, a list of names and addresses of all designated NRMSIRs as of any point in time is available by calling the SEC’s FAX On Demand Service at (202) 942-8088 from a telecopier machine and requesting document number 0206. As of the date of issuance of the Bonds, there are no SIDs in the State of Florida. SECTION 5. REMEDIES; NO EVENT OF DEFAULT. The County agrees that its undertaking pursuant to the Rule set forth above is intended to be for the benefit of the holders and beneficial owners of the Bonds and shall be enforceable by any such holder or beneficial owner; provided that the right to enforce the provisions of this undertaking shall be limited to a right to obtain specific performance of the County’s obligations hereunder and any failure by the County to comply with the provisions of this undertaking shall not be an event of default with respect to the Bonds under the Indenture. SECTION 6. SEPARATE BOND REPORT NOT REQUIRED; INCORPORATION BY REFERENCE. Additionally, the requirements of this Disclosure Certificate do not necessitate the preparation of any separate annual report addressing only the Bonds. These requirements may be met by the filing of a combined bond report or the County’s Comprehensive Annual Financial Report; provided, such report includes all of the required information and is available by April 30. Additionally, the County may incorporate any information provided in any prior filing with each NRMSIR or other information filed with the SEC or included in any final official statement of the County; provided, such final official statement is filed with the MSRB. SECTION 7. DISSEMINATION AGENTS. The County may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent. E-3 SECTION 8. TERMINATION. The County’s obligations under this Disclosure Certificate shall cease upon the legal defeasance, prior redemption, payment in full of all of the Bonds, and/or when the County no longer remains an obligated person with respect to the Bonds within the meaning of the Rule. SECTION 9. AMENDMENTS. The County reserves the right to amend the provisions of this Disclosure Certificate as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any change in circumstances arising from a change in legal requirements, change in law, or change in the identity, nature, or status of the County, or type of business conducted by the County. Any such amendment shall be made only in a manner consistent with the Rule and any amendments and interpretations thereof by the SEC. Annual Information containing any amended operating data or financial information shall explain, in narrative form, the reasons for any such amendment and the impact of the change on the type of operating data or financial information being provided. Additionally, in the year in which any change in accounting principles is made, the County shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. SECTION 10. OBLIGATED PERSONS. If any person other than the County becomes an Obligated Person (as defined in the Rule) relating to the Bonds, the County shall use its best efforts to require such Obligated Person to comply with all provisions of the Rule applicable to such Obligated Person. E-4 Dated: December 13, 2007 OKALOOSA COUNTY, FLORIDA By: Chairman, Board of County Commissioners [SEAL] ATTEST: ______________________________________ Clerk of the Circuit Court, Ex Officio Clerk of the Board of County Commissioners E-5 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX F SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY [THIS PAGE INTENTIONALLY LEFT BLANK] FINANCIAL GUARANTY INSURANCE POLICY Obligor: Bonds: Bond Trustee: Insurance Trustee: Policy Number: Premium: Radian Asset Assurance Inc. ("Insurer"), a corporation organized under the laws of the State of New York, in consideration of the payment of the premium and subject to the terms of this Policy, hereby unconditionally and irrevocably guarantees the payment of the Obligation (hereinafter defined) to the Insurance Trustee for the benefit of the Holders (hereinafter defined) from time to time of the Bonds. This Policy does not insure against any risk other than nonpayment of the Obligation by or on behalf of the Obligor or any other obligor to the Bond Trustee. Nonpayment includes recovery from a Holder of Bonds or the Bond Trustee of any portion of the Obligation pursuant to a final judgment by any court of competent jurisdiction holding that such payment constituted a voidable preference within the meaning of any applicable bankruptcy law. Upon receipt by the Insurer of telephonic or telegraphic notice, such notice subsequently confirmed to the Insurer in writing by registered or certified mail, from the Insurance Trustee that the Obligor (or other obligor responsible for payment of the Obligation) has failed to provide the Bond Trustee with sufficient funds for payment of the Obligation on the Due Date (hereinafter defined), the Insurer shall, not later than such Due Date or the first business day after receipt of such notice, whichever is later, pay to the Insurance Trustee for the benefit of the Holders of the Bonds an amount which shall be sufficient to pay the Obligation, but only upon receipt by the Insurer, in a form reasonably satisfactory to it, of (a) evidence of the Holder's right to receive such payment and (b) evidence, including any appropriate instruments of assignment, that all the Holder's rights with respect to such payment shall thereupon vest in the Insurer. "Due Date" means, when referring to the principal of the Obligation, the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund prepayment and does not refer to any earlier date on which payment is due by reason of any other call for redemption, acceleration or other advancement of maturity unless the Insurer shall elect, in its sole discretion, to pay such principal due upon such redemption, acceleration or other advancement of maturity together with any accrued interest to the date of redemption, acceleration or other advancement of maturity. Tendering of payment, to the Bond Trustee, of such principal due upon such redemption, acceleration or other advancement of maturity, together with any accrued interest to the date of such redemption, acceleration or other advancement of maturity, shall satisfy the Insurer's obligations under this Policy, in full. When referring to interest on the Obligation, "Due Date" means the stated date for payment of interest. Form FMLI-0101 Page 1 of 2 The Insurer shall, to the extent of any payment made by it pursuant to this Policy, be deemed to have acquired and become the Holder of the Bonds or portions thereof or interest thereon paid from such payment and shall be fully subrogated to all rights to payment thereof. As used herein, the term “Holder” or "Holders" means the registered owners of the Bonds as indicated in the registration books maintained by the Bond Trustee for such purpose at the time of nonpayment of the Obligation. The terms “Holder” or “Holders” shall not include the Obligor or any person or entity whose direct or indirect obligation constitutes the underlying security for the Obligation. As used herein, the term "Bond Trustee" means the Bond Trustee above named and any successor trustee duly appointed. As used herein, the term "Insurance Trustee" means the Insurance Trustee above named and any successor insurance trustee duly appointed. As used herein, the term "Obligation" means the payment of principal and interest regularly scheduled to be paid on the Bonds, which shall have become due for payment but shall be unpaid on the Due Date, but does not include any premium payable with respect to the Bonds, nor any redemption (except mandatory sinking fund redemption), acceleration or other advancement of maturity. This Policy is non-cancelable for any reason. Premiums paid on this Policy are not refundable for any reason including without limitation the payment prior to maturity of the Bonds. IN WITNESS WHEREOF, the Insurer has caused this Policy to be issued to the Insurance Trustee for the benefit of the Holders from time to time of the Bonds and to be executed and delivered by its duly authorized officer to become effective and binding upon the Insurer by virtue of the execution and delivery thereof on this ____ day of ______ 20___. RADIAN ASSET ASSSURANCE INC. By: _______________________ Name: [ANALYST] Title: [TITLE] This Policy is not covered by the Property/Casualty Insurance Security Fund established by Article 76 of the New York Insurance Law. Form FMLI-0101 Page 2 of 2 OKALOOSA COUNTY, FLORIDA • Taxable Airport Revenue Bonds, Series 2007 Printed on Recycled Paper IMAGEMASTER 800.452.5152