Loading...
HomeMy WebLinkAboutOrdinance 11024'~ r' ~ S TWENTY FIRST SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE /0~ Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS Series 1992B Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS February 25 and 26, 1992 Dated as of February 1, 1992 CITY OF DALLAS ORDINANCE NO. 21201 CITY OF FORT WORTH ORDINANCE NO. 11024 An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992B, in the aggregate principal amount of $109,940,000, bearing interest at the rates specified, for the purpose of refunding (i) $80,985,000 of Joint Revenue Bonds, Series 1972 maturing November 1, 2002, (ii) $47,000,000 of Joint Revenue Refunding Bonds, Series 1976 maturing November 1, 1993 and November 1, 1999; providing for the form of said bonds; appointing a Paying Agent/Registrar and providing for the transfer and exchange of such bonds; awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas-Fort Worth International Airport Board to deliver said bonds as herein directed; providing that such bonds are on a parity with the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds heretofore or hereafter issued; adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of Outstanding Bonds; providing for the deposit of the proceeds of the Series 1992B Bonds into certain funds and into special escrow funds established hereby for the benefit of certain of the said bonds being refunded; calling said bonds being refunded for optional redemption on May 1,1992 and directing that due observance of the covenants herein contained be made by the Board; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency WHEREAS, pursuant to applicable laws and acertain-contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968 (the "1968 Ordinance"), authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), and by ordinances concurrently passed subsequently authorized the issuance of and sold the Outstanding Bonds for the purpose of paying the costs of the Dallas-Fort Worth International Airport (formerly known as the "Dallas-Fort Worth Regional Airport") and for the purpose of refunding certain bonds issued pursuant to the 1968 Ordinance as supplemented; and WHEREAS, such subsequently issued bonds were issued as "Bonds" in accordance with the terms of the 1968 Ordinance and on a parity with the Series .1968 Bonds; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of Refunding Bonds, on a parity with the Outstanding Bonds, to refund any part or all of the Outstanding Bonds; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth International Airport Boazd to issue additional joint revenue bonds pursuant to a concurrent bond ordinance to refund a maturity of a series of .previously issued Outstanding Bonds; and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such series of bonds for such purposes; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this 1992B Ordinance relates aze matters of imperative public need and necessity in the protection of the health, safety and morals of the citizens of each of the Cities and, as such, that this 1992B Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council, and the meetings were open to the public as required by law; and that public notices of the time, place and purpose of said meetings were given as required by Article 6252-17, V.A.T C.S., as amended. TWENTY FIRST SUPPLEMENTAL ORDINANCE NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1.1 Short Tule. This 19928 Ordinance may be cited by the short title, "Twenty First Supplemental Regional Airport Concurrent Bond Ordinance." Section 1.2. Adoption of Preambles. All of the declarations and findings contained in the preambles of this 19928 Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this 19928 Ordinance. Section 1.3. Ratification. All action heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the bonds herein authorized is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 21 Adoption of Definitions. The definitions set forth in Article II of the 1968 Ordinance are made a part hereof and shall be as fully effective as part of the subject matter of this 19928 Ordinance as if repeated in full herein. Section 2.2. Additional Definitions. In addition to the definitions set forth in the said 1968 Ordinance, the terms defined in this Section for all purposes of this 19928 Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments or documents appertaining hereto, except where the context by clear implication shall otherwise require, shall have the respective meanings herein specified as follows, to-wit: "MASTER PLAN" shall mean and refer to the Airport's Master Plan of Development adopted on September 30, 1969, as amended from time-to-time. "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, on November 11, 1968 and November 12, 1968: "1972 ORDINANCE" shall mean and refer to the Fifth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on March 6, 1972. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8, 1976. "1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30 and August 31, 1977 "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 4 and April 5, 1978. 2 TWENTY FIRST SUPPLEMENTAL ORDINANCE "1982 ORDINANCE" shall mean and refer to the Tenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on March 3, 1982. "1982A ORDINANCE" shall mean and refer to the Eleventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 16 and November 17, 1982. "1984 ORDINANCE" shall mean and refer to the Twelfth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and September 12, 1984. "1984A ORDINANCE" shall mean and refer to the Thirteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and October 10, 1984. "1985 ORDINANCE" shall mean and refer to the Fourteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on December 3 and December 4, 1985. "1987 ORDINANCE" shall mean and refer to the Fifteenth Supplemental Regional Airport concurrent Bond Ordinance passed by the City Councils of the Cities on October 6 and 7, 1987 "1991 ORDINANCE" shall mean and refer to the Nineteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 8 and October 9, 1991. "1991A ORDINANCE" shall mean and refer to the Twentieth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 8 and 9, 1991. "1992 ORDINANCE" shall mean and refer to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and 12, 1990. "1992A ORDINANCE" shall mean and refer to the Eighteenth Supplemental Regional Airport concurrent Bond Ordinance passed by the City Councils of the Cities on November 13 and 14, 1990. "1992B ORDINANCE" shall mean and refer to the 'I~venty First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on February 25 and 26, 1992. "1994 ORDINANCE" shall mean and refer to the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and 12, 1990. "OUTSTANDING BONDS" shall mean the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 authorized by the 1991 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A authorized by the 1991A Ordinance and the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1992A, authorized by the 1992A Ordinance and shall mean, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1992, heretofore authorized by the 1992 Ordinance and the Dallas-Fort Worth Regional Airport Joint Revenue 3 TWENTY FIRST SUPPLEMENTAL ORDINANCE Refunding Bonds, Series 1994, heretofore authorized by the 1994 Ordinance once such series of Bonds are delivered and outstanding. "PAYING AGENT/REGISTRAR" shall mean NationsBank of Texas, N.A., with respect to the Series 1992B Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "SERIES 1972 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance. "SERIES 1976 BONDS" shall mean the Dallas=Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance. "SERIES 1977 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "SERIES 1978 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance. "SERIES 1982 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, authorized by the 1982 Ordinance. "SERIFS 1982A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance. "SERIES 1984 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. "SERIES 1984A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance. "SERIES 1985 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance. "SERIES 1987 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance. "SERIES 1991 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991, authorized by the 1991 Ordinance. "SERIES 1991A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A, authorized by the 1991A Ordinance. "SERIES 1992 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, authorized by the 1992 Ordinance. 4 TWENTY FIRST SUPPLEMENTAL ORDINANCE "SERIES 1992A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance. "SERIES 1992B BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1992B, authorized by the 1992B Ordinance. "SERIES 1994 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, authorized by the 1994 Ordinance. ARTICLE III THE BONDS Section 3.1. Authorization. So as to protect the public safety and in order to promote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992B, in the aggregate principal amount of $109,940,000, pursuant to the provisions of Article 46d, Article 1269j-5.1, Article 717k and Article 717q V.A.T C.S., as amended, for the purpose of refunding on May 1, 1992 (i) at a redemption price of par plus accrued interest to such date $80,985,000 of the Series 1972 Bonds maturing on November 1, 2002 being Series 1972 Bonds numbered 3,001 to 22,400, both inclusive, less the numbers inclusive therein representing $16,015,000 of such maturity previously delivered and canceled by the Paying Agent/Registrar in accordance with the sinking fund established therefor and (ii) at a purchase price of one hundred one percent (101%) of par plus accrued interest to such date $47,000,000 of the Series 1976 Bonds maturing on November 1, 1993 and November 1, 1999, being Series 1976 Bonds numbered 9,301 to 18,700, both inclusive (the "Refunded Bonds"), now outstanding. It is hereby officially found and determined that the proceeds of the Series 1992B Bonds, together with the money hereafter authorized and directed to be transferred from the Interest and Sinking Fund to the Dallas-Fort Worth Regional Airport Series 1992B Special Escrow Fund pursuant to Article V hereof, will be sufficient to .provide funds to pay the principal of all of the Refunded Bonds, the applicable redemption premium and the interest thereon to May 1, 1992. The Series 1992B Bonds are issued as Refunding Bonds pursuant to and as permitted by the 1968 Ordinance, and shall be on a parity with the Outstanding Bonds remaining outstanding. Section 3.2 Date, Denominations and Maturities. The Series 1992B Bonds shall be dated February 1, 1992, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from one upward and shall mature and become due and payable on November 1 in the years and in the amounts as follows: Years Amounts Years Amounts 1992 $ 3,730,000 1998 $10,475,000 1993 4,355,000 1999 9,645,000 1994 4,770,000 2000 5,895,000 1995 4,865,000 2001 6,985,000 1996 12,310,000 2002 33,310,000 1997 13,600,000 TWENTY FIRST SUPPLEMENTAL ORDINANCE Section 3.3. Interest Rates. A The Series 1992B Bonds shall bear interest from February 1, 1992 to their stated maturities or earlier redemption at the following rates: all bonds scheduled to mature in the year 1992 all bonds scheduled to mature in the year 1993 all bonds scheduled to mature in the year 1994 all bonds scheduled to mature in the year 1995 all bonds scheduled to mature in the year 1996 all bonds scheduled to mature in the year 1997 all bonds scheduled to mature in the year 1998 all bonds scheduled to mature in the year 1999 all bonds scheduled to mature in the year 2000 all bonds scheduled to mature in the year 2001 all bonds scheduled to mature in the year 2002 3.00% per annum; 3.75% per annum; 4.40% per annum; 4.75% per annum; 5.00% per annum; 5.30% per annum; 5.50% per annum; 5.75% per annum; 6.00% per annum; 6.00% per annum; 6.00% per annum; Said interest shall be payable to the registered owner of any such Series 1992B Bond in the manner provided and on the dates stated in the Form of Bond set forth in Section 3.6 hereof. Section 3.4. Paying Agent/Registrar A. The Cities shall keep or cause to be kept initially at the office of NationsBank of Texas, N.A. in Fort Worth, Texas, or such other bank, trust company, financial institution or other agency named in accordance with the provisions of G. of this Section 3.4 hereof (the "Paying Agent/Registrar") books or records of the registration and transfer of the Series 1992B Bonds (the "Registration Books") and the Cities hereby appoint the Paying Agent/Registrar asits registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Cities and the Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond, and such other information as may be required by law, to which payments with respect to the Series 1992B Bonds shall be mailed, as herein provided. The Cities or their designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Series 1992B Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of the bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have the bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 1992B Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. B. The entity in whose name any Series 1992B Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this 1992B Ordinance, whether or not such bond shall be overdue, and the Cities and the Paying Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. C. The Cities hereby further appoint the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1992B Bonds, and to act as its agent to exchange or replace Series 1992B Bonds, all as provided in this I992B Ordinance. The Paying Agent/Registrar shall keep proper records 6 TWENTY FIRST SUPPLEMENTAL ORDINANCE of all payments made by the Cities and the Paying Agent/Registrar with respect to the Series 1992B Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1992B Ordinance. The Paying AgentlRegistrar shall agree that, to the extent possible, it will transfer or exchange bonds in no more than 3 business days after receipt of the Series 1992B Bonds to be transferred or exchanged, together with the written instrument of transfer or request for exchange duly executed by the holder or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar D Each Series 1992B Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this 1992B Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of such bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representa- tives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the Form of Bond set forth in this 1992B Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Series 1992B Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee or assignees, as the case may be. If a portion of any Series 1992B Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral .multiple of $5,000 at the request of the registered owner, and in an aggregate .principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 1992B Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 1992B Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1992B Bond or portion thereof as permitted or required by any provision of this 1992B Ordinance shall constitute one of the Series 1992B Bonds for all purposes of this 1992B Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Series 1992B Bond delivered in exchange for or replacement of another Series 1992B Bond prior to the first scheduled interest payment date on the Series 1992B Bonds (as stated on the face thereof) shall be dated February 1, 1992, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 1992B Bond or Bonds issued under this 1992B Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1992B Bonds surrendered for exchange or replacement. No additional ordinances, orders or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Series 1992B Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute bonds in the manner prescribed herein. Pursuant to Article 717k-6, V.A.T C.S., and particularly Section 6 thereof, the duty of exchange or replacement of any Series 1992B Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable and enforceable in the same manner and with the same effect as the Series 1992B Bonds 7 TWENTY FIRST SUPPLEMENTAL ORDINANCE which originally were delivered pursuant to this 19928 Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. E. All Series 19928 Bonds issued in exchange or replacement of any other Series 19928 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 19928 Bonds to be payable only to the registered owners thereof, (ii) may be transferred and assigned, (iii) may be exchanged for other Series 19928 Bonds, (iv) shall have the characteristics, (v) shall be signed and sealed, and (vi) the principal of and interest on the Series 19928 Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this 19928 Ordinance. If any of the officers who shall have signed or sealed any of the Series 19928 Bonds or whose facsimile signature shall be upon the Series 19928 Bonds shall cease to be such officer of the Cities before the Series 19928 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 19928 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as the person or persons who signed or sealed such Series 19928 Bonds or whose facsimile signature shall be upon the Series 19928 Bonds had not ceased to be such officer of the Cities; and any such Series 19928 Bond may be signed and sealed on behalf of the Cities by those persons who, at the actual date of the execution of such Series 19928 Bonds, shall be the proper officers of the Cities, although at the date of such Series 19928 Bond any such persons shall not have been such officer of the Cities. F The Cities, acting by and through the Board, shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers and exchanges of Series 19928 Bonds, but the registered owner of any Series 19928 Bond requesting such transfer or exchange shall pay any taxes or other governmental charges required to be paid with respect thereto. In addition, the Cities hereby covenant with the registered owners of the Series 19928 Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment the principal of and interest on the Series 19928 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer, exchange or registration of Series 19928 Bonds solely to the extent above provided. G. The Cities covenant with the registered owners of the Series 19928 Bonds that at all times while the Series 19928 Bonds are outstanding the Cities will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Series 19928 Bonds under this 19928 Ordinance, and that the Paying Agent/Registrar will be one entity The Cities reserve the right to, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Cities covenant that they promptly will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this 19928 Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 19928 Bonds, to the new Paying Agent/Registrar designated and appointed by the Cities. Upon any change in the Paying Agent/Registrar, the Cities promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 19928 Bonds, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrarshall bedeemed to have agreed to the provisions of this 19928 Ordinance, and a certified copy of this 19928 Ordinance shall be delivered to each Paying Agent/Registrar H. The Series 19928 Bonds herein authorized shall be issued initially as one fully registered bond (the "Initial Bond") in the principal amount of $109,940,000 with principal installments to become due and payable 8 TWENTY FIRST SUPPLEMENTAL ORDINANCE as provided in Section 3.2 hereof, bearing interest as described in Section 3.3 hereof, and numbered T-1, and registered in the name of "The First Boston Corporation," as the representative of the Underwriters named in Article IV of this 19928 Ordinance. The Initial Bond shall manually signed and shall be submitted to the Office of the Attorney General of the State of Texas. Section 3.5. Prior Redemption. The Series 19928 Bonds shall not be redeemable at the election of the Cities prior to maturity Section 3.f Forms. The form of all Series 19928 Bonds, including the form of the Paying Agent/Registrar's Certificate, the Form of Assignment, and the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas to accompany the Series 19928 Bonds on the initial delivery thereof, and shall be, respectively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this 19928 Ordinance, to-wit: [THE REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9 TWENTY FIRST SUPPLEMENTAL ORDINANCE (FORM OF BOND) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND Series 1992B Dated: February 1, 1992 MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP Registered Owner Principal Amount: On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount shown above and to pay interest thereon, from the Original Issue Date specified above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on May 1, 1992, and semiannually on each November 1 and May 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this bond is dated later than May 1, 1992, such interest is payable semiannually on each May 1 and November 1 following such date. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. " The principal of and interest on this bond are payable in lawful money of the United States of America, without exchange or wllection charges. The principal of this bond shall be paid to the registered owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the trust office of NationsBank of Terns, N.A., in Dallas, Texas, which is the initial "Paying Agent/Registrar" for this bond. The payment of interest on this bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Cities required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in writing by the Paying Agent/Registrar and the holder hereof with the risk and expense thereof to be borne solely by the holder. In the event of anon-payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such interest payment for such maturity or maturities (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each holder of 10 TWENTY FIRST SUPPLEMENTAL ORDINANCE a bond of such maturity or maturities appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely from the revenues and funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. * If the date for the payment of the principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. The bonds of this series shall not be redeemable at the election of the Cities prior to maturity * The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. * This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, .maturity and right of prior redemption, aggregating $109,940,000, issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Twenty First Supplemental Regional Airport Concurrent Bond Ordinance (the "'Itventy First Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Bonds including this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas-Fort Worth International Airport. Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds which matured and were paid on October 1, 1990. Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7lllths of the total amount thereof, and in the case of Fort Worth 4/llths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 11 TWENTY FIRST SUPPLEMENTAL ORDINANCE Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. * The registered owner hereof shall never have the right to demand .payment of this obligation out of any funds raised or to be raised by taxation. * All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Twenty First Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond maybe executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner. In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. In any circumstance, neither the Cities nor the Paying Agent/Registrar shall be required to transfer or exchange any bonds selected for redemption when such redemption is scheduled to occur within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the holder of an unredeemed balance of a bond called for redemption in part. * In the event any Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Twenty First Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. * By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. 12 TWENTY FIRST SUPPLEMENTAL ORDINANCE It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City Counsel of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its Assistant City Secretary, and approved as to form and legality by its City Attorney COUNTIItSIGNED: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTIItSIGNID: Assistant City Secretary, City of Fort Worth, Texas APPROVID AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas 13 TWENTY FIRST SUPPLEMENTAL ORDINANCE FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond; and that this bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Paying Agent/Registrar By Authorized Signature FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or type name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement o r any change whatsoever 14 TWENTY FIRST SUPPLEMENTAL ORDINANCE _ _ (FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of the Cities of Dallas and Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (Seal) FORM OF INITIAL BOND The Initial Bond shall be in the form set forth above except that there will be no Pavine Aaent/Re~istrar Certificate and the form of the sin¢le fully registered Initial Bond shall be modified as follows. (i) Immediately after the name of the Bond the headings "INTEREST RATE "and "MATURITY DATE "shall be both completed with the words "as shown below" and the headings "Original Issue Date", "Cusip" and "Principal Amount" shall not appear thereon. (ii) Paragraph one shall read as follows: On the Maturity Dates specified below, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promises to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and the funds described herein, the principal amount as shown below and to pay interest thereon at the interest rates shown below, from February 1, 1992, to the dates of scheduled maturity or the date of its redemption prior to scheduled maturity, with said interest being payable on May 1, 1992, and semiannually on each November 1 and May 1 thereafter MATURITY PRINCIPAL INTEREST DATE AMOUNT RATE (Information to be inserted from schedules in Sections 3.2 and 3.3). =1f to be on reverse of bond ==1f not to be on bond i5 TWENTY FIRST SUPPLEMENTAL ORDINANCE ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1992B BONDS AND RELATED DOCUMENTS Section 4.1 Method of Execution. Each of the Series 1992B Bonds shall be signed and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signatures of its Director of Finance and City Secretary, and the corporate seal of that City shall be impressed- or printed or lithographed on each bond. Each of the Series 1992B Bonds shall be signed and executed on behalf of the City of Fort Worth by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary; the same shall be approved as to form and legality by the manual or facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or lithographed upon each bond. All manual or facsimile signatures placed upon the Series 1992B Bonds shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.T C.S., as amended. Section 4.2 Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1992B Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of said bonds to the Attorney General of the State of Texas and to assure the investigation, examination and approval thereof by the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts. Upon registration of the Series 1992B Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the. Series 1992B Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on each such certificate. The Chairman of the Board and the Executive Director of the Airport shall be further authorized to make such agreements and arrangements with the purchasers of said bonds and with the Paying Agent/Registrar as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale. Section 4.3. A. The Sale of the Bonds. The Series 1992B Bonds are hereby sold in accordance with law and shall be delivered to the Underwriters (listed in Schedule I to the Underwriting Agreement dated February 26, 1992) at the price of $108,580,790.75, plus accrued interest on the Series 1992B Bonds from February 1, 1992 to and through the day preceding the date of delivery and in accordance with the terms and conditions set forth in said Underwriting Agreement. The Cities hereby agree and direct that the Series 1992B Bonds shall be offered and sold at the Original Issue Discounts as set forth on the cover of the Official Statement relating to the Series 1992B Bonds approved by the Board. The initial Series 1992B Bond shall be registered in the name of The First Boston Corporation. B. UnderwritingAgreemen~ The Underwriting Agreement setting forth the terms of the sale of the Series 1992B Bonds to the purchasers thereof referred to in Section 4.3A above is hereby accepted, approved and authorized to be delivered in executed form to the said purchasers. The Underwriting Agreement shall be executed on behalf of the City of Dallas by the City Manager with its corporate seal impressed thereon, and approved as to form by the Acting City Attorney The Underwriting Agreement shall be executed on behalf of the City of Fort Worth by the City Manager with its corporate seal impressed thereon, attested by the Assistant City Secretary, and approved as to form and legality by the City Attorney C. TEFRA Approval Richard S. Williams is hereby appointed to be the designated Hearing Officer for a public hearing relating to the Series 1992B Bonds to be held for purposes of satisfying Section 147 of the Code and the Mayors are hereby authorized to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code. D. Approval of Credit Agreements. The Board is hereby authorized to enter into from time to time while the Series 1992B Bonds are outstanding credit agreements relating to the Series 1992B Bonds in accordance 16 TWENTY FIRST SUPPLEMENTAL ORDINANCE with Article 717q V.A.T C.S., as amended. Any amounts due and owing by the Board under such credit agreements shall be Operation and Maintenance Expenses payable solely from the Operating Revenue and Expense Fund in accordance with the flow of funds and order of priorities established by Section 7.3 of the 1968 Ordinance. E. Escrow Agreement and Cal! of Refunded Bonds. The Escrow Agreement in substantially the form attached hereto and made a part hereof as Exhibit A is hereby accepted, approved and authorized to be executed and delivered in such form, with such changes and modifications as the respective City Attorneys shall approve as necessary and appropriate as conclusively evidenced by their execution thereof, to the respective parties set forth in such Agreement. Such Agreement shall be executed on behalf of the City of Dallas by the City Manager, with its corporate seal impressed thereon, and approved as to form by the Acting City Attorney Such Agreement shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate seal impressed thereon, attested by the Assistant City Secretary, and approved as to form and legality by the City Attorney The Refunded Bonds are hereby called for option redemption on May 1, 1992 as contemplated by the Escrow Agreement and this 1992B Ordinance. The Executive Director is hereby authorized and directed to issue and publish notices of such redemption as required by the Supplemental Regional Airport Concurrent Bond Ordinances authorizing such Refunded Bonds. F Cities Direction to Board Regarding Reimbursement Regulations. The Cities hereby direct and authorize the Board, in accordance with the provisions of section 1.103-18(f)(1)(i) of the Treasury Regulations, to adopt, on their behalf, such resolutions or other statements relating to reimbursement of costs as required by the provisions of section 1.103-18 of the Treasury Regulations, which apply to bonds or other obligations issued after March 2, 1992. In particular, the Cities authorize the Board to take such action in declaring the official intent of the Cities to reimburse expenditures previously paid in connection with authorized projects as may be required by section 1.103-18(f)(1) of the Treasury Regulations. The Cities further direct the Board staff secretary to forward to each City Manager certified copies of any resolution adopted pursuant to such direction as soon as practicable after the adoption thereof. ARTICLE V DISPOSITION OF BOND PROCEEDS Section S.1 Disposition of Bond Proceeds The proceeds from the sale of the Series 1992B Bonds, together with available funds herein provided, shall be applied on March 25, 1992 as follows: To NationsBank of Texas, N.A., as paying agent for the Refunded Bonds and as Escrow Agent under the Dallas-Fort Worth International Airport Series 1992B Special Escrow Fund created and established with said bank in accordance with the terms of the Dallas-Fort Worth International Airport Series 1992B Escrow Agreement dated as of February 1, 1992 (i) $4,052,781.25 from the Interest and Sinking Fund representing amounts on deposit therein equal to the interest accruing from November 1, 1991 to May 1, 1992 on the amount of the Refunded Bonds, together with the amount required by Section 5.2 hereof to be deposited to the Interest and Sinking Fund; (ii) $108,023,682 received as a result of the initial delivery of the Series 1992B Bonds, which amount, together with the amount set forth in (i) hereof will be sufficient to provide for the payment the principal of, and premium, due on the Refunded Bonds on May 1, 1992 and the Paying Agent charges on the Refunded Bonds; and (iii) to the Interest and Sinking Fund the amount received representing the accrued interest received from the purchasers of the Series 1992B Bonds to be applied to the November 1,1992 interest payment on the Series 1992B Bonds and (iv) any remaining funds shall be applied to pay costs of issuance. Section 5.2. Reserve Fund In accordance with the requirements of the 1976 Ordinance it is hereby found and determined that the average annual principal and interest requirements for all Bonds outstanding as of the date of delivery of the Series 1992B Bonds will be $70,658,623 and that taking into consideration the delivery of the Series 1992 Bonds and Series 1994 Bonds, together with interest thereon at a rate of 15°~o per annum, the average annual principal and interest requirements are $73,196,807 The current amount of 17 TWENTY FIRST SUPPLEMENTAL ORDINANCE deposits to the Reserve Fund is $94,000,000 and $20,500,000 shall be transferred on the date of delivery of the 1992B Bonds to the Operating Reserve and Expense Fund and thereafter be immediately transferred to the Interest and Sinking Fund in order to provide a portion of the funds to be transferred therefrom pursuant to Section 5.1 {i). ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 61 Adoption. The Series 1992E Bonds authorized hereby are parity "Refunding Bonds" as the term is defined herein and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this 1992B Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2, 7 4 and 7.5 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1992B Bonds and all Bonds currently outstanding for all purposes, except to the extent hereinafter specifically modified or supplemented. Section 6.2. Pledge. The principal of and the interest on the Series 1992B Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1992B Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section 6.3. Interest and Sinking Fund In addition to all other amounts required by the 1976 Ordinance, the 1977 Ordinance, the 1978 Ordinance, the 1982A Ordinance, the 1984 Ordinance, the 1984A Ordinance, the 1985 Ordinance, the 1987 Ordinance, the 1991 Ordinance, the 1991A Ordinance, the 1992 Ordinance, the 1992A Ordinance and the 1994 Ordinance, so long as any of the Series 1992B Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amount of the accrued interest, if any, received from the purchasers of the Series 1992B Bonds) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund: A. beginning on April 1, 1992, in equal monthly installments an amount necessary to provide 1/6 of the amount of interest to become due on the Series 1992B Bonds on November 1, 1992, and thereafter in equal monthly installments an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1992E Bonds on May 1, 1993 and on each succeeding interest payment date thereafter; B. beginning on April 1, 1992, in equal monthly installments an amount necessary to provide 1/6 of the amount of principal of the Series 1992B Bonds maturing on November 1, 1992 after taking into account amounts previously collected commencing October 1, 1991 through March 1, 1992 with respect to the Refunded Bonds which will now be available for payment of the Series 1992B Bonds maturing November 1, 1992 and thereafter beginning on October 1, 1992 for the Series 1992B Bonds maturing November 1, 1993 to November 1, 2012, both inclusive, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1992B Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1993, through September 30, 2012; and Section Cz4. Transfers to Paying Agent/Registrar The Duector of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1992B Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates in immediately available funds. 18 TWENTY FIRST SUPPLEMENTAL ORDINANCE ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 7.1 Use of Bond Proceeds. A. The Cities covenant to and with the purchasers of the Series 19928 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the purchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code"), or any regulations or rulings pertaining thereto; and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 148 and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 148, or any regulations or rulings pertaining thereto. The Cities further covenant to comply with the requirements of Sections 148(d) and 148(f) of the Code including restrictions on reserve fund investments and limitations on investments in nonpurpose obligations and the requirement of such Section that certain earnings on nonpurpose obligations be paid to the United States. B. The Cities covenant to and with the purchasers of the Series 19928 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which would cause the interest to be paid on the Series 19928 Bonds to not be exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions except possibly as provided by Section 147(a) of the Code, with respect to any Series 19928 Bond for any period during which such Bond is held by a person who is a substantial user of the facilities financed or refinanced with the proceeds of the Series 19928 Bonds, or by a "related person" as defined in the applicable provisions of the Code. C. The Cities covenant to and with the purchasers of the Series 19928 Bonds that the facilities financed or to be financed with the proceeds of the Refunded Bonds have or will have a remaining average reasonably expected economic life of at least 84 percent of the average maturity of the Series 19928 Bonds determined under Section 147(b) of the Code. Section 7.2. Covenant Not to Impair The Cities covenant that the Dallas-Fort Worth Regional Airport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1,1981, the Passenger Service Special Facilities Agreement, dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement dated as of April 1, 1972, as amended as of October 1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Series 19928 Bonds. Section 7.3. 06servance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this 19928 Ordinance. Section 7 4. Damaged, Mutilated, Lost Stolen or Destroyed Bonds. A. In the event any outstanding Series 19928 Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed. Series 19928 Bond, in replacement for such Series 19928 Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 19928 Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft or destruction of a Series 19928 Bond, the applicant for a replacement bond shall furnish to the Cities and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Series 19928 Bond, the applicant shall furnish 19 TWENTY FIRST SUPPLEMENTAL ORDINANCE to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Series 19928 Bond, as the case may be. In every case of damage or mutilation of a Series 19928 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 19928 Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 19928 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 19928 Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 19928 Bond) instead of issuing a replacement Series 19928 Bond, provided security or indemnity is furnished as above provided in this Section. D Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 19928 Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 19928 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 19928 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 19928 Ordinance equally and proportionately with any and all other Series 19928 Bonds duly issued under this 19928 Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T C.S., as amended, this Section of this 19928 Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Cities or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 3.4D of this 19928 Ordinance for Series 19928 Bonds issued in exchange for other Series 19928 Bonds. ARTICLE VIII AMENDMENTS TO ORDINANCE Section 8.01 Amendments. This 19928 Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance. ARTICLE IX SEVERABILITY, REPEAL AND COUNTERPARTS Section 9.1. Ordinance Irrepealable. After any of the Series 19928 Bonds shall be issued, this 19928 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 19928 Bonds from time to time outstanding, and this 19928 Ordinance shall be and remain irrepealable until the Series 19928 Bonds and the interest thereon shall be fully paid, canceled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2. Severability. If any Section, paragraph, clause or provision of this 19928 Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability ofsuch Section, paragraph, clause or provision shall not affect any of the remaining provisions of this 19928 Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability ofsuch Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this 19928 Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. 20 TWENTY FIRST SUPPLEMENTAL ORDINANCE Section 9.3. Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency Section 9 4. Counterparts. This 1992B Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect. 21 i TWENTY FIRST SUPPLEMENTAL ORDINANCE APPROVID AND ADOPTID BY THE DALLAS CITY COUNCIL THIS FEBRUARY 26, 1992. AS TO FORM: Mayor, City of~ rt Worth, Te (SEAL) ATTEST: ~stant City ecretary, City of Fort Worth, Texas APPROVID AS TO RM AND LEGALITY: City Attorney, City o~ Fort Worth, Texas 22 PASSID FEBRUARY 25, 1992 °~, . TWENTY FIRST SUPPLEMENTAL ORDINANCE THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Robert S. Sloan, City Secretary of the City of Dallas, Texas, do hereby certify 1. That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, February 26, 1992, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992B which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Texas Civ St. Article 6252-17, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this 26th day of February, 1992. ~ ~ ~~ '` e~ t~ ~a+ , ~w -. (SEAL) T ~ ,, t~ ~~ ~y~ TI3)/°.STATE OF: TEJiA City Secretary, City of Dallas, Texas TH I, Gloria Pearson, Assistant City Secretary of the City of Fort Worth, Texas, do hereby certify 1. That the above and foregoing is a true and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on February 25, 1992, as same appears of record in the Office of the City Secretary 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Texas Civ St. Article 6252-17, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this 25th day of February, 1992. .~v sistant City ~ etary, City of Fort Worth, Texas ~~ -"`~'~ ^` 23