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06/21/2006 Agreement REMARKETING AGREEMENT This REMARKETING AGREEMENT, dated as of 1,2006, between Monroe County, Florida, a political subdivision of the State of Florida (the "County"), and UBS SECURITIES LLC, as remarketing agent (the "Remarketing Agent"); WI T N E SSE TH: WHEREAS, the County has requested that the Remarketing Agent act as remarketing agent in connection with the offering and sale from time to time in the secondary market of $_ original aggregate principal amount of its Airport Variable Rate Revenue Bonds (Key West International Airport), Series 2006 (the "Bonds"), which are being issued and will be secured under and pursuant to Resolution No. _ (the "Bond Resolution") adopted by the Board of County Commissioners of the County (the "Board") on ,2006, as supplemented by Resolution No, _ adopted by the Board on ,2006 ("Series Resolution" and, collectively with the Bond Resolution, the "Resolution"); and All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Resolution. 1. Appointment of Remarketing Agent; Responsibilities of Remarketing Agent. (a) Subject to the terms and conditions herein contained, the County has appointed the Remarketing Agent as exclusive remarketing agent in connection with the offering and sale of the Bonds from time to time in the secondary market subsequent to the initial offering, issuance and sale of the Bonds, and the Remarketing Agent hereby accepts such appointment. (b) In its capacity as Remarketing Agent, upon notice (A) from the Paying Agent that it has received notice from a holder of Bonds pursuant to Section 12 of the Series Resolution, or (B) of a mandatory tender for purchase pursuant to Section 13 of the Series Resolution, in each case given pursuant to and in accordance with the Series Resolution, the Remarketing Agent shall exercise its best efforts to remarket any Bonds which are the subject of any such notice at a price of not less than 100 percent of the principal amount thereof plus accrued interest, subject, in all respects, to the terms and conditions of the Series Resolution and Section 7 hereof. By no later than [10:30 a.m.], New York City time, day which the Bonds are subject to purchase pursuant to Sections 12 and 13 of the Series Resolution (a date on which Bonds are subject to purchase is hereafter referred to as a "Purchase Date"), the Remarketing Agent shall notify the Paying Agent, by electronic notice, specifying the principal amount of Bonds for which it has received indications of interest from prospective purchasers and such other information as required pursuant to Section 14 of the Series Resolution. The Remarketing Agent shall cause the aggregate purchase price therefor to be delivered to the Paying Agent in immediately available funds by 10:30 a.m., New York City time, on the Purchase Date with respect to Bonds to be purchased pursuant to Sections 12 and 13 of the Series Resolution. (c) Bonds which are subject to purchase pursuant to clauses (A) and (B) of Section I (b) above and which are not remarketed shall be registered in the name of the Bank pursuant to the terms of the Series Resolution, The Remarketing Agent shall exercise on an ongoing basis its best I MIAMI/4154204.\ efforts to remarket such Bonds at a price of not less than 100 percent of the principal amount thereof plus accrued interest, if any, to the date of purchase. In the event any such Bonds are remarketed, the Remarketing Agent, against receipt of Bonds registered as requested by the Remarketing Agent, shall cause the aggregate purchase price therefor to be delivered to the Paying Agent in immediately available funds by [9:30 a.m.], New York City time, on the Purchase Date. 2. The Bonds. As more fully described in the Series Resolution, the Bonds will be issuable, subject to the terms and conditions of the Resolution, in the form of fully registered Bonds in the denominations of (a) $100,000 each or any integral multiple of$5,000 in excess of $100,000 during a Weekly Rate Period and (b) $5,000 each or any integral multiple thereof during a Fixed Rate Period. 3. Furnishing of Offering Materials. (a) The County agrees to furnish, or cause to be furnished, the Remarketing Agent with as many copies as the Remarketing Agent may reasonably request of the Official Statement, dated , 2006 (the "Official Statement"), as the same may be supplemented or amended from time to time, and such other information with respect to the County, the Paying Agent, the Letter of Credit, the Bank, any other Credit Bank or other Credit Facility and the Bonds as the Remarketing Agent shall reasonably request from time to time, (b) If, at any time during the term ofthis Remarketing Agreement, any event or condition known to the County, or affecting the Airport, the Bonds, the Resolution or the documents or transactions contemplated thereby, shall occur which in the reasonable judgment of the County, might affect the correctness or completeness of any statement of a material fact contained in the Official Statement, as it shall have been supplemented or amended with the information furnished from time to time pursuant to this Section, or which in the reasonable judgment of the County might result in the Official Statement, as so supplemented or amended, containing any untrue, incorrect or misleading statement of material fact or omitting to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, (A) the County will promptly notifY the Remarketing Agent of the circumstances and details of such event, (B) if, in the opinion ofthe Remarketing Agent or the County, such event or condition requires the preparation and publication of an amendment or supplement to the Official Statement, the County, at its expense, will promptly prepare or cause to be prepared an appropriate amendment or supplement thereto in a form and maimer approved by the Remarketing Agent and the County, so that the statements in the Official Statement as so amended or supplemented will not contain any untrue, incorrect or misleading statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, and (C) the County shall take all necessary action to approve such supplemental amendment. (c) In connection with the remarketing of the Bonds as a result of, or in anticipation of, the establishment of a Fixed Rate Period, the County shall prepare, at its sole expense, any disclosure documents that in the reasonable opinion of the Remarketing Agent or the County are necessary or desirable, and the County shall comply with the requirements of Securities and Exchange Commission Rule 15c2-12(b)(5). Such disclosure documents shall be in form and 2 MIAMI/4154204.1 substance acceptable to the Remarketing Agent and its counsel. The County and the Remarketing Agent agree to cooperate fully in the preparation of any such disclosure documents. 4. [Reserved.] 5. Representations, Warranties, Covenants and Agreements of the County. The County represents, warrants, covenants and agrees that: (a) The Official Statement is true and correct in all material respects and does not contain any untrue statement of a material fact and does not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The County authorizes the Official Statement to be used by the Remarketing Agent in connection with the offering and sale from time to time of the Bonds in the secondary market. (b) The execution, delivery, receipt and due performance of this Remarketing Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the County in order to carry out, effectuate and consummate the issuance and sale of the Bonds have been duly authorized. When executed and delivered by the County, this Remarketing Agreement will constitute the legal, valid and binding obligations of the County enforceable in accordance with its terms (subject to usual equity principles and to any applicable bankruptcy, insolvency, moratorium, reorganization or other laws from time to time in effect affecting the enforcement of creditors' rights generally). (c) The execution and delivery by the County, this Remarketing Agreement and the other agreements and documents contemplated thereby and by the Official Statement, and compliance with the provisions thereof will not violate or conflict with, or result in a breach or violation of, or default under, any constitutional provision or statute or any indenture, mortgage, deed oftrust, lease, resolution, note agreement or other agreement or instrument to which the County is a party or by which the County is bound, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the County or any of its activities or properties, (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, other than as described in the Official Statement, pending or threatened against or affecting the County, nor to the best of the knowledge of the County is there any meritorious basis therefor, wherein an unfavorable decision, ruling or finding would have a material adverse affect on the validity or enforceability of this Remarketing Agreement, or any agreement or instrument to which the County is a party and which is used or contemplated for use in the consummation ofthe transactions contemplated hereby or by the Official Statement. (e) All consents, approvals, authorizations and orders of governmental or regulatory authorities required to be obtained by the County in connection with the execution and delivery of this Remarketing Agreement, and the consummation ofthe transactions contemplated by the and this Remarketing Agreement have been obtained and remain in full force and effect. 3 MIAMI/4154204.! (f) The County will diligently cooperate with the Remarketing Agent to qualify the Bonds for offer and sale under the securities or "Blue Sky" laws of such states as the Remarketing Agent may request; provided that in no event shall the County be obligated to qualify to do business in any state where it is not now so qualified or to take any action which would subject it to general service of process in any state where it is not now so subject. It is understood that the County is not responsible for compliance with or the consequences of failure to comply with such securities or "Blue Sky" laws, 6. Agent. Representations, Warranties, Covenants and Agreements of the Remarketing The Remarketing Agent represents, warrants, covenants and agrees as follows: (a) The Remarketing Agent has been duly incorporated and is validly existing and in good standing under the laws of its respective state of incorporation; (b) The Remarketing Agent has full power and authority to take all action required to be taken by it by or under, and to perform and observe, the covenants and agreements on its part contained in this Remarketing Agreement and the Series Resolution; (c) The Remarketing Agent has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date to authorize the execution, delivery and performance of this Remarketing Agreement and the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated hereby and by the Series Resolution; (d) This Remarketing Agreement when executed and delivered by the parties hereto will constitute a valid and binding obligation of the Remarketing Agent enforceable against the Remarketing Agent in accordance with its terms, except as the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws,judicial decisions or principles of equity relating to or affecting the enforcement of creditors' rights or contractual obligations generally; and (e) The execution and delivery of this Remarketing Agreement, the compliance with the terms, conditions or provisions hereof and of the Series Resolution, and the consummation of the transactions herein and in the Series Resolution, contemplated do not, upon the date of execution and delivery thereof, and will not violate any presently existing law, regulation, order, writ, injunction or decree of any court or governmental instrumentality applicable to the Remarketing Agent. 7. Conditions To Remarketing Agent's Obligations. The obligations of the Remarketing Agent under this Remarketing Agreement have been undertaken in reliance on, and shall be subject to, the due performance by the County of the obligations and agreements to be performed by the County hereunder, on and as of the date of delivery of this Remarketing Agreement and on and as of each date on which Bonds are to be offered and sold in the secondary market pursuant to this Remarketing Agreement. The obligations of the Remarketing Agent hereunder with respect to each date on which Bonds are to be offered and 4 MIAMI/4154204.1 sold in the secondary market pursuant to this Remarketing Agreement are also subject, in the discretion of the Remarketing Agent, to the following further conditions: (a) The Resolution shall be in full force and effect and shall not have been amended, modified or supplemented in any way which would materially and adversely affect the Bonds, except as may have been agreed to in writing by the Remarketing Agent, and there shall be in full force and effect such additional resolutions, agreements, certificates and opinions as shall be necessary to effect the transactions contemplated hereby, which resolutions, agreements, certificates and opinions shall be reasonably required by, and satisfactory in form and substance to, Bond Counsel and counsel to the Remarketing Agent; and (b) There shall be no material adverse change in the properties or condition (fmancial or otherwise) of the County or the Airport since the date of the Official Statement relating to the Bonds being offered and sold on such date, as such Official Statement may be amended or supplemented; no "Event of Default" (as defined in the Reimbursement Agreement) shall have occurred and be continuing and no event shall have occurred and be continuing which, with the passage of time or giving of notice or both, would constitute such an Event of Default. 8. Term and Termination of Remarketing Agreement. (a) This Remarketing Agreement shall become effective upon execution by the Remarketing Agent and the County, and shall continue in full force and effect with respect to the Bonds to and including the earlier of (i) the establishment of a Fixed Rate Period extending to the final maturity of the Bonds and the remarketing of all Bonds in connection therewith and (ii) the date on which payment in full of the'Bonds shall have been made or provided for in accordance with the Resolution, subject to the right of the Remarketing Agent to cancel this Remarketing Agreement at any time upon the giving of not less than 30 days' prior written notice to the County, the Paying Agent, the Credit Facility Issuer and all rating agencies then providing ratings for the Bonds. The Remarketing Agent may be removed at any time by the County, if the Remarketing Agent is in default under this Remarketing Agreement, by written notice given by an Authorized Officer of the County and delivered to the Remarketing Agent, the Paying Agent, and the Registrar, and upon such removal this Remarketing Agreement shall terminate with respect to the Remarketing Agent so removed. In all other cases, the Remarketing Agent may be removed as provided in the Series Resolution, (b) In addition to the provisions of paragraph (a) of this Section, the Remarketing Agent may suspend its obligations under this Remarketing Agreement at any time by notifying the County, the Paying Agent, the Credit Facility Issuer and the Paying Agent in writing or by telegram, telex or other electronic communication of its election so to do, if: (i) Legislation shall be introduced by committee, by amendment or otherwise, in, or be enacted by, the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the United States Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the offering or sale of obligations of the general character of the Bonds, as contemplated hereby, is or would be in 5 MIAMI/4154204.\ violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated hereby; (ii) Any information shall have become known, which, in the reasonable opinion of the Remarketing Agent, makes untrue, incorrect or misleading in any material respect any statement or information contained in the Official Statement, as the information contained therein has been supplemented or amended by other information furnished in accordance with Section 3 hereof, or causes the Official Statement, as so supplemented or amended, to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (iii) Except as provided in clauses (i) and (ii) hereof, any legislation, resolution, ordinance, rule or regulation shall be introduced in, or be enacted by any federal governmental body, department or agency of the United States of America or the State of Florida or a decision by any court of competent jurisdiction within the United States of America or the State of Florida shall be rendered which, in the opinion of the Remarketing Agent, materially adversely affects the marketability of the Bonds; (iv) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority purporting to have jurisdiction regarding the trading of the Bonds or by any national securities exchange; (v) Any governmental authority shall impose, as to the Bonds, or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force; (vi) Any rating of the Bonds shall have been downgraded or withdrawn by any securities rating agency, which, in the opinion of the Remarketing Agent, materially adversely affects the marketability of the Bonds; or (vii) There has occurred any outbreak of hostilities or escalation or resumption of existing hostilities or any local, national or international calamity or crisis or there is a declaration of a national emergency or war by the United States, the effect of which on the financial markets of the United States, in the reasonable judgment of Remarketing Agent is such as to materially and adversely affect the market price or the marketability of the Bonds on the terms and in the manner contemplated by the Official Statement. 9. Payment of Fees and Expenses. (a) In consideration of the services to be performed by the Remarketing Agent under this Remarketing Agreement, the County agrees to pay to the Remarketing Agent the following fees: (i) during the period the Bonds are in a Weekly Rate Period, an annual fee equal to [.008] percent of the 6 MIAMI/4f54204.\ weighted average daily principal amount of such Bonds outstanding, and (ii) in connection with the remarketing of Bonds subject to a mandatory tender in the same mode, an amount as shall be agreed to between the County and the Remarketing Agent prior to any such remarketing. It is understood and agreed that payment ofthe fee referred to in clause (i) of this paragraph (a) shall be made by the County in arrears, promptly upon receipt of an invoice therefor from the Remarketing Agent, such invoice to be sent quarterly by the Remarketing Agent commencing on [September I, 2006 and on each December I, March I, June I and September I] thereafter. (b) The County shall bear all reasonable expenses incident to the performance of the obligations of the Remarketing Agent hereunder, including but not limited to: (i) the cost of printing and preparation for printing or other reproduction (for distribution in connection with any offering of Bonds hereunder) and distribution of the Official Statement or any amendment or supplement thereof, any subsequent Official Statement relating to the Bonds and any additional material described in and/or furnished pursuant to Section 3 hereof; (ii) the fees and disbursements of counsel to the County and any other experts or consultants retained by the County; (iii) the reasonable fees and disbursements of counsel to the Remarketing Agent in connection with the preparation and review of any amendment or supplement to the Official Statement or any additional material described in and/or furnished pursuant to Section 3 hereof; and (iv) the fees and expenses of each securities rating agency in connection with the Bonds; it being understood that none of such expenses shall be paid by the Remarketing Agent. The County shall reimburse the Remarketing Agent for all costs and out-of-pocket expenses actually incurred by the Remarketing Agent in connection with the performance of the Remarketing Agent's obligations with respect to the transactions contemplated hereby, (c) Notwithstanding the foregoing, the County shall beunderno obligation to make the payments described in paragraphs (a) and (b) of this Section 9 during any period in which the Remarketing Agent has terminated or suspended its obligations pursuant to Section 8 hereof; provided, however, that such fees shall be prorated to the extent there has been performance of the obligations of the Remarketing Agent hereunder for less than a full period. 10. Dealing in Bonds by Remarketing Agent. The Remarketing Agent, either as principal or agent, may in good faith buy, sell, own, hold and deal in any of the Bonds, and may join in any action which any holder of a Bond may be entitled to take with like effect as if it did not act in any capacity hereunder. The Remarketing Agent in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the County, and may act as depositary, trustee, or agent for any committee or body of holders of Bonds or other obligations of the County, as freely as if it did not act in any capacity hereunder. Under such circumstances, the Remarketing Agent shall have only those rights set forth in the Bonds. 11. Remarketing Agent Not Acting as Underwriter. It is understood and agreed that the Remarketing Agent, in its capacity as such, is only obligated hereunder and under the Series Resolution, to act as agent for the County and is undertaking such obligations on a best efforts basis. The County agrees that while this RemarketinghAgreement is in effect, the Remarketing Agent shall be the exclusive remarketing agent of the 7 MIAMI/4154204.\ Bonds. The Remarketing Agent shall not act, nor shall be deemed to be acting, as an underwriter of the Bonds in connection with any remarketing of such Bonds and shall be in no way obligated to advance its own funds to purchase any Bonds, including, without limitation, upon a conversion of the Bonds to a Fixed Rate. The Remarketing Agent may purchase, sell, hold and deal in Bonds as principal and, if it does so, it will have the same rights as any other person owning Bonds. 12. Miscellaneous. (a) Except as otherwise specifically provided in this Remarketing Agreement, all notices, demands and formal actions under this Remarketing Agreement shall be in writing and mailed, by registered or certified mail, postage prepaid, return receipt requested, telegraphed or delivered, as follows: The Remarketing Agent: UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 Attn: Municipal Short-Term Underwriting Desk Telephone: 212-713-4692 Telecopy: 212-713-3797 The County: Telephone: Telecopy: Each party may, by notice given under this Remarketing Agreement, designate other addresses to which subsequent notices, requests, reports or other communications shall be directed. (b) The obligations of the respective parties hereto may not be assigned or delegated to any other person without the consent of the other parties hereto. This Remarketing Agreement will inure to the benefit of and be binding upon the County and the Remarketing Agent and their respective successors and assigns, and will not confer any rights upon any other person, other than persons, if any, controlling the Remarketing Agent within the meaning of the Securities Exchange Act of I 934, as amended, and the County and its directors and alternate directors or any person who controls the company within the meaning of Section 15 of the Securities Act. The terms "successors" and "assigns" shall not include any purchaser of any of the Bonds merely because of such purchase. (c) All of the representations and warranties of the County in this Remarketing Agreement shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Remarketing Agent. 8 MIAMI/4154204.1 (d) Section headings have been inserted in this Remarketing Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Remarketing Agreement and will not be used in the interpretation of any provisions of this Remarketing Agreement. ( e) If any provision of this Remarketing Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Remarketing Agreement invalid, inoperative or unenforceable to any extent whatsoever. (f) This Remarketing Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall Constitute one and the same document. Although this Remarketing Agreement is dated for convenience and for the purpose of reference as of the date first above written, the actual date or dates of execution by the parties hereto are the respective dates set forth under their signatures, and this Remarketing Agreement shall be effective on the latest of such dates. (g) This Remarketing Agreement may not be altered, amended, supplemented or modified in any manner whatsoever except by written instrument signed by the University and the Remarketing Agent. (h) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws thereof. IN WITNESS WHEREOF, the parties hereto have caused this Remarketing Agreement to be duly executed as of the day and year first above written. UBS SECURITIES LLC, as Remarketing Agent By: Authorized Signatory By: Authorized Signatory [Signatures continued on following page] 9 MIAMI/4154204.\ [Signatures continued from preceding page] MONROE COUNTY, FLORIDA By: MIAMI/4154204.I EXHIBIT C REIMBURSEMENT AGREEMENT