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HomeMy WebLinkAboutOrdinance 11145~~ EXECUTION COPY TWENTY SECOND SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BONDS SERIES 1992C ~. Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS August 11 and 12, 1992 Dated as of August 1, 1992 CITY OF DALLAS~OR_DINANC>~_~----~~ ~'w _ NO, 1 . _~ CITY OF FORT WORTH ORDINANCE NO. /(fy~ 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 Bonds, Series 194X, in the aggregate principal amount of $51,175,000, bearing interest at the rates specified, for the purpose of paying part of the cost of constructing, equipping and otherwise improving the jointly owned Dallas-Fort Worth International Airport of the Cities; providing for the form of said bonds; appointing a Paying AgentlRegistrar 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 1992C Bonds into certain funds and of the Joint Airport Fund; 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 a certain 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 ati~'horizing said outstanding bonds permit the issuance of Additional Parity Bonds for the purpose of improving, constructing, replacing or otherwise extending the Airport provided that certain requirements for the issuance of Additional Parity Bonds are met, including a certification from an Airport Consultant concerning the anticipated revenues of the Airport; and WHEREAS, all such requirements have been met, including the certification by an Airport Consultant to the effect that during each Fiscal Year while the outstanding Bonds and the proposed Additional Parity Bonds are scheduled to be outstanding, the estimated Pledged Revenues will be at least equal to (1) the estimated Operation and Maintenance Expenses during each fiscal year, plus (2) an amount not less than 1.25 times the average annual principal and interest requirements of all then outstanding Bonds and the proposed Additional Parity Bonds; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth International Airport Board to issue additional joint revenue bonds pursuant to a concurrent bond ordinance for such purpose; 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 , y WHEREAS, the City Councils have each found and determined as to each that the matters to which this 1992C Ordinance relates are 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 1992C 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 TWENTY SECOND SUPPLEMENTAL ORDINANCE 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. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS. NOW, THEREFORE, BE 1T ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1.1 Shon Tirl~ This 1992C Ordinance may be cited by the short title, '"Itventy Second Supplemental Regional Airport Concurrent Bond Ordinance." Section 1.2 Adoption of Prearrebles All of the declarations and findings contained in the preambles of this 1992C Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this 1992C 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 D~eftnitions. The definitions set forth is Article II of the 1968 Ordinance are made a part hereof and shall be as fulty effective as part of the subject matter of this 1992C Ordinance as if repeated in full herein. Section 22 Additional Definitions In addition to the definitions set forth is the said 1968 Ordinance, the terms defined in this Section for all purposes of this 1992C 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 othetwise require, shall have the respective meanings herein specified as follows, to-wit: "COSTS OF THE 1992C PROJECT' shall mean the Costs of the Airport related to the construction of the 1992C Project and the financing related thereto. "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, respectivety, on November 11, 1968 and November 12, 1968. "1976 ORDINANCE" shall meats 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. "19'77 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 Apri14 and Apri15, 1978. "1984 ORDINANCE" shall mean and refer to the 'Itvelfth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and September 12, 1984. 2 TWENTY SECOND SUPPLEMENTAL ORDINANCE "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 October 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, as amended by the First Amendment to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on February it and 12, 1992. "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. "19928 ORDINANCE" shall mean and refer to the Twenty First t Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on February 25 and 26, 1992. "1992C ORDINANCE" shall mean and refer to this'Itventy Second Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 11 and 12, 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. "1992C PROJECT' shall mean those terminal, airfield and support facilities and related improvements at the Airport which conform to the Master Plan, or will conform to the Master Plan as revised, to be constructed with part of the proceeds of the Series 1992C Bonds. "OUTSTANDING BONDS" shall mean the outstanding 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 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 AirpoR Joint Revenue Bonds, Series 1991A authorized by the 1991A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 authorized by the 1992 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A authorized by the 1992A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 19928 authorized by the 19928 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 199X, authorized by the 1992C Ordinance and shall also mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994 heretofore authorized and issued once such series of Bonds are delivered and outstanding. "PAYING AGENT/REGISTRAR" shall mean NadonsBank of Texas, N.A., with respect to the Series 1992C Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. 3 TWENTY SECOND SUPPLEMENTAL ORDINANCE "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. "SERIFS 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. "SERIFS 1984 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. "SERIFS 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. "SERIFS 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. "SERIFS 1992 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, authorized by the 1992 Ordinance. "SERIES 1992A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance. "SERIFS 19928 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 19928, authorized by the 19928 Ordinance. "SERIFS 1992C BONDS' shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1992C, authorized by the 1992C Ordinance. "SERIFS 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 Authorrzatcon. 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 Bonds, Series 1992C", in the aggregate principal amount of $51,175,000, pursuant to the provisions of Article 46d, Article 1269]-5.1 and Article 717q V.AT.C.S., as amended, for the purpose of paying part of the Costs of the 1992C Project. 4 TWENTY SECOND SUPPLEMENTAL ORDINANCE Section 3.2. Date, Denominations and Maturities. The Series 1992C Bonds shall be dated August 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 1996 $ 100,000 2004 $ 3,625,000 1997 100,000 2005 3,825,000 1998 100,000 2006 4,025,000 1999 100,000 2007 4,250,000 2000 100,000 2012 25,425,000 2002 100,000 2024 6,000,000 2003 3,425,000 Section 3..3. Interest Rates. A. The Series 1992C Bonds shall bear interest from their date to their stated maturities or earlier redemption at the following rates: all bonds scheduled to mature in the year 1996 4.3% per annum; all bonds scheduled to mature in the year 1997 4.5% per annum; all bonds scheduled to mature in the year 1998 4.7% per annum; all bonds scheduled to mature in the year 1999 4.9% per annum; all bonds scheduled to mature in the year 2000 5.0% per annum; all bonds scheduled to mature in the year 2002 5.3% per annum; all bonds scheduled to mature in the year 2003 5.4% per annum; all bonds scheduled to mature in the year 2004 5.5% per annum; all bonds scheduled to mature in the year 2005 5.6% per annum; all bonds scheduled to mature in the year 2006 5.7% per annum; all bonds scheduled to mature in the year 200'7 5.8% per annum; all bonds scheduled to mature in the year 2012 6.0% per annum; all bonds scheduled to mature in the year 2024 6.0% per annum; Said interest shall be payable to the registered owner of any such Series 1992C 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 1992C Bonds (the "Registration Books") and the Cities hereby appoint the Paying Agent/Registrar as its 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 presenbe; 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 1992C 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 othetwise required by law, shall not permit their inspection by any other entity Registration of each Series 1992C 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 instrumen[s 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 TWENTY SECOND SUPPLEMENTAL ORDINANCE assignees. Upon the assignment and transfer of any Series 1992C Bond or any portion thereof, a new substitute bond or bonds shall be issued is exchange therefor in the manner herein provided. B. The entity in whose name any Series 1992C Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this 1992C 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 AgentlRegistrar to act as the paying agent for paying the principal of and interest on the Series 1992C Bonds, and to act as its agent to exchange or replace Series 1992C Bonds, all as provided in this 1992C Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Cities and the Paying Agent/Registrar with respect to the Series 1992C Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1992C Ordinance. The Paying Agent/Registrar 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 1992C Bonds to be transferred of 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 1992C Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this 1992C 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 representatives, with guarantee of signatures satisfactory to the Paying AgentlRegistrar, 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 prescnbed in the Form of Bond set forth in this 1992C 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 1992C 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 1992C 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 1992C 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 1992C Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1992C Bond or portion thereof as permitted or required by any provision of this 1992C Ordinance shall constitute one of the Series 1992C Bonds for all purposes of this 1992C Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Series 1992C Bond delivered in exchange for or replacement of another Series 1992C Bond prior to the first scheduled interest payment date on the Series 1992C Bonds (as stated on the face thereof) shall be dated August 1, 1992, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated es 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 1992C Bond or Bonds issued under this 1992C 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 AgentlRegistrar promptly shall cancel all Series 1992C 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 1992C Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute 6 TWENTY SECOND SUPPLEMENTAL ORDINANCE 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 1992C 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 1942C Bonds which originally were delivered pursuant to this 1992C Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Series 1992C Bond 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 Series 1992C Bond called for redemption in part. E. All Series 1992C Bonds issued in exchange or replacement of any other Series 1992C Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1992C Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be exchanged for other Series 1992C Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1992C Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this 1992C Ordinance. If any of the officers who shall have signed or sealed any of the Series 1992C Bonds or whose facsimile signature shall be upon the Series 1992C Bonds shall cease to be such officer of the Cities before the Series 1992C Bond so signed and sealed shall have been authenticated by the PayingAgent/Registrar or delivered, such Series 1992C Bonds nevertheless may be authenticated, issued and delivered with the same force aad effect as if the person or persons who signed or sealed such Series 1942C Bonds or whose facsimile signature shall be upon the Series 1992C Bonds had not ceased to be such officer of the Cities; and any such Series 1992C 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 1992C Bonds, shall be the proper officers of the Cities, although at the date of authentication of such Series 1992C 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 1992C Bonds, but the registered owner of any Series 1992C 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 1992C 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 of the principal of and interest on the Series 1992C 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 1992C Bonds solely to the extent above provided. G The Cities covenant with the registered owners of the Series 1942C Bonds that at all times while the Series 1992C Bonds are outstanding the Cities will provide a competent and legally qualified bank, trust company, financial institution or other agenry to act as and perform the services of Paying Agent/Registrar for the Series 1992C Bonds under the 1992C Ordinance, and that the Paying Agent/Registrar will be one entity. The Cities reserve the right to, at their 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 baNdng 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 AgentlRegistrar under the 1942C Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptty shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1992C 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 1992C 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 AgentlRegistrar shall be deemed to have agreed to the provisions of the 1992C Ordinance, and a certified copy of the 1992C Ordinance shall be delivered to each Paying Agent/Registrar TWENTY SECOND SUPPLEMENTAL ORDINANCE H. The Series 1992C Bonds herein authorized shall be issued initially as one fully registered bond (the "Initial Bond") in the principal amount of 551,175,000 with principal installments to become due and payable 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 Apex Securities, Inc. The Initial Bond shall be manually signed and shall be submitted to the Ofiice of the Attorney General of the State of Texas. I. The Series 1992C Bonds issued in exchange for the Series 1992C Bonds initially issued to the purchaser specified herein shall be initialty issued in the form of a separate single fully registered Series 1992C Bond for each of the maturities thereof. The Board is hereby authorized to enter into a representation letter with respect to establishing abook- entry only system for the Series 1992C Bonds. Upon initial issuance, the ownership of each such Series 1992C Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC"), and except as provided in subsection (H) hereof, all of the outstanding Series 1992C Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to the Series 1992C Bonds registered in the name of Cede & Co., as nominee of DTC, the Cities, the Board and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Cities, the Board and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Bondholder, as shown on the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a registered owner, as shown in the Registration Books of any amount with respect to principal of, premium, if any, or interest on, as the case may be, the Series 1992C Bonds. Notwithstanding any other provision of this Series 1992C Ordinance to the contrary, the Cities, the Board and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Series 1992C Bond for the purpose of payment of principal, premium, if any, and interest, as the case may be, with respect to such Series 1992C Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 1992C Bond, for the purpose of registering transfers with respect to such Series 1992C Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest oa the Series 1992C Bonds only to or upon the order of the respective registered owners, as shown in the Registration Books as provided in the Series 1992C Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Cities' obligations with respect to payment of principal of, premium, if any, and interest on, or as the case may be, the Series 1992C Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the Cities to make payments of principal, premium, if any, and interest, as the case may be, pursuant to this Series 1992C Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Series 1992C Ordinance with respect to interest checks being mailed to the registered owners at the close of business on the Rewrd Date, the term "Cede & Co." in this Series 1992C Ordinance shall refer to such new nominee of DTG J In the event that the Cities, the Board or the Paying Agent! Registrar determine that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Board to DTC and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Series 1992C Bonds, the Board or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17 (a) of the Securities and Fachange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Series 1992C Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Series 1992C Bonds and transfer one or more separate Series 1992C Bonds to DTC Participants having Series 1992C Bonds credited to their DTC accounts. In such event, the Series 1992C Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Series 1992C Bonds shall designate, in accordance with the provisions of this Series 1992C Ordinance. K Notwithstanding any other provision of this Series 1992C Ordinance to the contrary, so long as any Series 1992C Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, premium, if any, and interest on, or as the case may be, such Series 1992C Bond and all notices with respect to such Series TWENTY SECOND SUPPLEMENTAL ORDINANCE 1992C Bond shall be made and given, respectively, in the manner provided in the representation letter of the Board to DTC. Section 3.5. Prior Redemption. A. The Series 1992C Bonds shall be redeemable at the election of the Cities from any available moneys other than moneys on deposit in the Interest and Sinking Fund, hereinafter described, on May 1, 2002, or on any date thereafter, at a redemption price equal to the principal amount thereof, together with accrued interest to the redemption date. If the Cities shall elect to optionally redeem less than all of the outstanding Series 1992C Bonds of a maturity, the selection of Series 1992C Bonds for optional redemption within a maturity shall be done by the Paying Agent/Registrar by lot or another random method of selection as determined by the Paying Agent/Registrar B. The Series 1992C Bonds maturing November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 2008 through 2011, and the Series 1992C Bonds maturing on November 1, 2024 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 2013 through 2023, from moneys required by Section 6.3C of this Ordinance to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. C. At least thirty (30) days before the date fixed for any such redemption, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Series 1992C Bond or a portion thereof being called for redemption by depositing such notice in the United States Mail, postage prepaid, addressed to each such owner at the address appearing on the Registration Books maintained by the Paying AgentlRegistrar With respect to any registered owner of 510,000,000 or more of bonds of this series, such notice shall be sent by Certified Mail with Return Receipt. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the Series 1992C Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the Series 1942C Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date Fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Series 1992C Bonds or any portion thereof. If a portion of any Series 1992C Bond shall be redeemed a substitute Series 1992C Bond or Series 1992C Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of 55,000, at the written 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 the surrender thereof for cancellation, at the expense of the Cities, all as provided in the 1992C Ordinance. D The redemption notice required by Section 3.SC shall include the complete official name of the Series 1992C Bonds including the series designation, the CUSIP numbers, interest rates, maturity dates and amount of principal per maturity date to be redeemed and the applicable redemption price or prices on a specified redemption date. Such notice shall also contain the name, address and phone number of a contact person at the Paying Agent/Registrar to whom inquiries can be addressed. E. The Paying Agent/Registrar shall cause to be fotvvarded by United States Mail to Moody's Investors Service, Inc., Standard & Poor's Corporation, The Bond Buyer and any registered bond depository holding any of the Bonds, at their respective last known addresses, a copy of the text of the notice referred to in Section 3.SD. The copy of the notice sent to each registered bond depository shall be sent by tested telex, facsimile, express mail or other express delivery service so that such registered bond depository will receive the copy of such notices at least two days prior to the date such notice is received by other registered owners. The failure of the Paying Agent/Registrar to mail or cause to be mailed or transmit or cause to be transmitted a copy of any such notice to any or all said firms shall not invalidate any such redemption. F The Paying Agent/Registrarshall send to each registered owner indicated on its records as having failed to present such redeemed Series 1992C Bonds as of sixty days after the redemption date another copy of such redemption notice by the same method as the original notice pursuant to Section 3.SC; provided, however, that failure to send such additional notice shall not invalidate any such redemption. 9 TWENTY SECOND SUPPLEMENTAL ORDINANCE G. The Board, acting on behalf of the Cities, shall at least forty-five (45) days before the date fixed for any such redemption wnduct the selection of the Series 1992C Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying AgentlRegistrar with respect to transfers and exchanges as provided in Section 3.4D hereof. Section 3.d. Forms The form of all Series 1992C 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 1992C 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 the 1992C Ordinance, to-wit: (FORM OF BOND) UNTIED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND SERIES 1992C Dated: August 1, 1992 MATURITY DATE IIVTEREST 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 November 1, 1992, and semiannually on each May 1 and November 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this bond is dated later than November 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 collection 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 crust office of NationsBank of Texas, N.A, in Dallas, Texas, which is the initial "Paying AgentlRegistrar" 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 10 TWENTY SECOND SUPPLEMENTAL ORDINANCE 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 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 be redeemable at the election of the Cities from any available moneys, other than moneys on deposit in the Interest and Sinking Fund, hereinafter described, on May 1, 2002 or on date thereafter at a redemption price equal to the principal amount thereof, together with acxrued interest to the redemption date. • If the Cities shall elect to optionally redeem less than all of the outstanding Series 1992C Bonds of a maturity, the selection of Series 1992C Bonds for optional redemption within a maturity shall be done by the Paying Agent/Registrar by lot or another random method of selection as determined by the Paying Agent/Registrar • The bonds maturing November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years 2008 through 2011 and the bonds maturing on November 1, 2024 shall be redeemed prior to stated maturity in part by lot on November 1 , in each of the years 2013 through 2023, from moneys required to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. ' At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar. With respect to any registered owner of $10,000,000 or more of bonds of this series, such notice shall be sent by Certified Mail, with a Return Receipt. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of this bond or any portion hereof: If a portion of any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. • The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrentty 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 ratabty secured by the revenues herein described. 11 TWENTY SECOND SUPPLEMENTAL ORDINANCE * 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 $51,175,000, issued by the Cities for the purpose of paying the Costs of the 1992C Project, such term contemplating and relating to the construction of the improvements to the Dallas-Fort Worth International Airport pursuant to the Twenty Second Supplemental Regional Airport Concurrent Bond Ordinance (the "'Itventy Second 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 jointty 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, respectivety, 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 7/llths 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 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 is 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 55,000. As provided in the'I~venty Second 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 55,000 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 12 TWENTY SECOND SUPPLEMENTAL ORDINANCE transferred and registered. The form of assignment printed or .endorsed on this bond may be 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 AgentlRegistrar 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 AgentlRegistrar 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 Second Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying AgentlRegistrar 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. 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 ~S 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 Council 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 City Secretary, and approved as to form and legality by the facsimile signature of its City Attorney. COUNTERSIGNED: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Taros Mayor, City of Dallas, Texas 13 TWENTY SECOND SUPPLEMENTAL ORDINANCE COUNTERSIGNID: City Secretary, City of Fort Worth, Texas APPROYID AS 1~0 FORM AND LEGAIITY: City Attorney, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas (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 iII 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 AgentlRegistrar By Authorized Signature 14 TWENTY SECOND SUPPLEMENTAL ORDINANCE [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 NOTICE. The signature(s) above must correspond by a member firm of the New York Stock with the name of the Registered Owner as it Exchange or a commercial bank or trust appears upon the front of this Bond in every company particular, without alteration or enlargement or any change whatsoever ~_ [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. PJl[TNFSS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (Seal) 15 TWENTY SECOND SUPPLEMENTAL ORDINANCE FORM OF INITIAL BOND The Initial Bond shall be in the form set forth above, except that there will be no Pa i~ng Agent/Registrar Certificate and the form of the sin¢Ie fully registered Initial Bond shall be modified as follows: (i) The initial bond shall be numbered "T-1" (ii) 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. (iii) 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 promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solety 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 August 1, 1992, to the dates of scheduled maturity or the date of its redemption prior to scheduled maturity, with said interest being payable on November 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). (iv) The last paragraph shall read as follows: IN ~V][TNFSS WHEREOF, the City Council of the City of Dallas, Texas, has caused the seal of that City to be placed hereon and this bond to be signed by the manual signature of its Mayor and countersigned by the manual signatures of its Director of Finance and City Secretary, and the City Council of the City of Fort Worth, Texas, has caused the seal of that City to be placed hereon and this bond to be signed by the manual signature of its Mayor, countersigned by the manual signature of its City Secretary, and approved as to form and legality by the manual signature of its City Attorney '1f to be on reverse of bond "4 not to be on bond ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1992C BONDS Section 4.1 Metieod of Execution. Each of the Series 1992C 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 1992C 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 1992C 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. 16 TWENTY SECOND SUPPLEMENTAL ORDINANCE Section 4.2 Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1992C 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 inswments 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 1992C 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 1992C 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..~. A. The Sale of the Bonds. The Series 1992C Bonds are hereby sold in accordance with law and shall be delivered to the Underwriters (listed in Schedule I to the Underwriting Agreement, dated August 12, 1992), at the price of $49,606,892.94, plus accrued interest on the Series 1992C Bonds from August 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 1992C 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 1992C Bonds approved by the Board. B. Underwriting Agreeme~u. The Underwriting Agreement setting forth the terms of the sale of the Series 1992C Bonds to the purchasers thereof referred to in Section 4.3A above, including the Underwriting Fee and the reimbursement of the Original Issue Discount, 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, attested by the City Secretary, and approved as to form by the 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 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 1992C 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 1992C Bonds are outstanding credit agreements relating to the Series 1992C Bonds in accordance 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 solety 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. ARTICLE V DISPOSITION OF BOND PROCEEDS Section S.1 Reserve Fund In accordance with the requirements of the 1976 Ordinance it is hereby found and determined that the amount in the Reserve Fund is greater than or equal to not less than the average total annual deposits required for the payment of the principal of and interest on the Series 1992C Bonds and the Outstanding Bonds. No additional deposit to the Reserve Fund is required to be made from the proceeds of the Series 1992C Bonds. Section 5.2 Consruction Fund Except as otherwise provided in Section 5.1, all proceeds derived from the sale of the Series 1992C Bonds shall be deposited promptly upon the receipt thereof to the credit of the Construction Fund and said proceeds shall be used solely for the purpose of defraying a part of the Costs of the 1992C Project (including interest accruing during conswction on the Series 1992C Project) in accordance with the 1968 Ordinance and Section 6.3 of this 1992C Ordinance, and shall be acxounted for and expended for said purposes at the time, in the order and as provided in the 1968 Ordinance. 17 TWENTY SECOND SUPPLEMENTAL ORDINANCE ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINI~NG FUND Section G.1 Adoption. The Series 1992C Bonds are authorized as "Additional Parity 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 1992C 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 1992C Bonds for all purposes, except to the extent hereinafter specifically modified or supplemented. Section b.2 Pledge. The principal of and the interest on the Series 1992C 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 irrevocabty pledged to the payment of the Outstanding Bonds, the Series 1992C Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section t%3. Interest and Sinking Fund. In addition to all other amounts required by the 1976 Ordinance, the 1977 Ordinance, the 1978 Ordinance, the 1984 Ordinance, the 1984A Ordinance, the 1985 Ordinance, the 1992 Ordinance, the 1992A Ordinance, the 19928 Ordinance and the 1994 Ordinance, so long as any of the Series 1992C 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 amounts of (1) the accrued interest, if any, received from the purchasers of the Series 1992C Bonds and (2) the interest to come due on the Series 1992C Bonds determined by the Duector of Finance to be funded during such month, in accordance with federal requirements as to tax-exemption, from the proceeds of the 1992C Bonds on deposit in the Construction Fund) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund: A. beginning on October 1,1992, an amount necessary to provide the amount of interest to become due on the Series 1992C Bonds on November 1, 1992, and on October 1, 1992 and thereafter in equal monthty installments an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1992C Bonds on May 1,1993 and on each succeeding interest payment date thereafter, B. beginning on October 1,1995 for the Series 1992C Bonds maturing November 1, 1996 to November 1, 2007, both inclusive, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1992C Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1996, through September 30, 2006; and C. beginning on October 1, 2007 and on the first day of each month thereafter through September 1, 2024 for each twelve-month period ending September 30, one-twelfth of the amounts indicated, as follows: 2008 $4,500,000 2017 $500,000 2009 4,775,000 2018 500,000 2010 5,075,000 2019 500,000 2011 5,375,000 2020 500,000 2012 5,700,000 2021 500,000 2013 500,000 2022 500,000 2014 500,000 2023 500,000 2015 500,000 2024 500,000 2016 500,000 The sinking fund payments required by this sub-paragraph C may be used to purchase Series 1992C Bonds as permitted in Section 7.4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem prior to stated maturity or to pay at final maturity, on November 1 in each of the years 2008 through 2012, both inclusive, the Series 1992C Bonds maturing on November 1, 2012 and on November 1 in each of the years 2013 through 2024, both inclusive, the Series 1992C Bonds maturing on November 1, 2024, at the principal amount thereof and accrued interest to date of redemption or maturity without premium. If it shall be determined that the annual transfers to the Interest and Sinking Fund required 18 TWENTY SECOND SUPPLEMENTAL ORDINANCE by this sub-paragraph C will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1992C Bonds, the annual sinking fund payments required by this sub-paragraph C on account of the Series 1992C Bonds shall be reduced in approximately equal amounts. Section 6~4. Transfers to Paying Agent/Registrar The Director 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 1992C Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates in immediately available funds. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 71 Covenants Regarding Taz-Exemption. A. The Cities covenant to take any action or refrain from any action which would adversely affect the treatment of the Series 1992C Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder (other than the income of a "substantial user" of the Project or a "related person" within the meaning of section 147(x) of the Code) for purposes of federal income taxation. In furtherance thereof, the Cities covenant and represent as follows: (a) to take such action or refrain from such action which would result is the Series 1992C Bonds not being "exempt facility bonds" as the term is defined In section 142 of the Code; in particular, which would result in less than 95 percent of the net proceeds being used to provide an'airport' within the meaning of section 142(x)(1) of the Code; (b) to take such action to assure at all times that the Series 1992C Bonds remain outstanding, the facilities, directly or indirectly, financed with the proceeds thereof will be owned by a governmental unit; (c) that no part of the facilities, duectly or indirectly, financed with the proceeds of the Series 1992C Bonds will constitute (i) any lodging facility, (ii) any retail facility (including food or beverage facilities) in excess of a size necessary to serve passengers and employees at the exempt facility, (iii) any retail facility (other than parking) for passengers or the general public located outside the exempt facility terminal, (iv) any office building for individuals who are not employees of a governmental unit or of the operating authority for the exempt facility, or (v) any industrial park or manufacturing facility; (d) that the maturity of the Series 1992C Bonds does not exceed 120 percent of the economic life of the facilities, directly or indirectly, financed with the proceeds of the Series 1992C Bonds, as more specifically set forth in section 147(b) of the Code; (e) that fewer than 25 percent of the proceeds of the Series 1992C Bonds will be used for the acquisition of land or an interest therein, unless such land is acquired for noise abatement or wetland preservation or the future use of the airport, and there is no other significant use of such land; (f) that any property acquired, directly or indirectly, with the proceeds of the Series 1992C Bonds was not placed-in-service prior to such acquisition unless the provisions of section 147(d) of the Code, relating to rehabilitation, are satisfied; (g) that the costs of issuance to be financed with the proceeds of the Series 1992C Bonds do not exceed two (2) percent of the proceeds of the Series 1992C Bonds; (h) to refrain from taking any action that would result in the Series 1992C Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (i) to refrain from using any portion of the proceeds of the Series 1992C Bonds, directly or indirectly, to acquire or to replace funds which were used, dtrectly or indtrectly, to acquire investment property (as defined in 19 TWENTY SECOND SUPPLEMENTAL ORDINANCE section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Series 1992C Bonds, other than investment property acquired with -- (1) proceeds of the Series 1992C Bonds invested for a reasonable temporary period of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of section 1.103-13(b)(12) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series 1992C Bonds and to the extent that at no time during any bond year will be aggregate amount so invested exceed 150 percent of debt service on the Series 1992C Bonds for such year, (j) to otherwise restrict the use of the proceeds of the Series 1992C Bonds or amounts treated as proceeds of the Series 1992C Bonds, as may be necessary, so that the Series 1992C Bonds do not otherwise wntravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); (lc) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Series 1992C Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Series 1992C Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and (1) to maintain such records as will enable the Cities to fulfill their responsibilities under this section and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Series 1991 Bonds and the Series 1992C Bonds. It is the understanding of the Cities that the covenants contained in this 1992C Ordinance are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Series 1992C Bonds, the Cities will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Series 1992C Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Series 1992C Bonds, the Cities agree to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Series 1992C Bonds under section 103 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 1992C Bonds. Section 7.3. Observance 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 1992C Ordinance. Section 7 4. Damaged Mutilated Losti Stolen or Destroyed Bonds A. In the event any outstanding Series 1992C 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 1992C Bond, in replacement for such Series 1992C Bond in the manner hereinafter provided. 20 TWENTY SECOND SUPPLEMENTAL ORDINANCE B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1992C Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft or destruction of a Series 1992C 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 1992C Bond, the applicant shall furnish to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or deswction of such Series 19926 Bond, as the case may be. In every case of damage or mutilation of a Series 1992C Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1992C Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1992C 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 1992C Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1992C Bond) instead of issuing a replacement Series 1992C 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 1992C 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 1992C Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 1992C Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1992C Ordinance equally and proportionately with any and all other Series 1992C Bonds duly issued under this 1992C Ordinance. E. In acxordance with Section 6 of Art. 717k-6, V.AT.C.S., as amended, this Section of this 1992C Ordinance shall constitute authority for the issuance of any such replacement bond without aececsity 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 1992C Ordinance for Series 1992C Bonds issued in exchange for other Series 1992C Bonds. Section 7.5. Bond Insurances The Series 1992C Bonds have been offered with a commitment for bond insurance provided by Municipal Bond Investors Assurance Corporation ("MBIA') with the bond insurance to be evidenced by the then current legal form of the Municipal Bond New Issue Insurance Policy (the "Policy"). The Cities have sold the Series 1992C Bonds based on such Commitment. In accordance with the terms and conditions applicable to the Polity provided by MBIA, the Cities covenant and agree that notwithstanding the provisions of Section 11.1 of the 1968 Ordinance, any amendment or modification to the 1992C Ordinance shall be subject to the prior written consent of MBIA which shall not be unreasonabty withheld. For the purposes of Section 11.1 of the 1986 Ordinance MBIA shall be treated as the Holder of the Series 1992C Bonds with respect to consent to any amendments thereunder In addition, MBIA shall be provided by the Board with all proceedings relating to any amendment or modification to the 1992C Ordinance. ARTICLE VIII AMENDMENTS TO ORDINANCE Section 801 Amendments This 1992C 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 Imcpealable. After any of the Series 1992C Bonds shall be issued, this 1992C Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1992C Bonds from time to time outstanding, and this 1992C Ordinance shall be and remain itrepealable until the Series 1992C Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made. 21 ;, TWENTY SECOND- SUPPLEMENTAL ORDINANCE ~ Section 9.2 Severability. If any Section, paragraph, ctause or provision of this 1992C Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this 1942C 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 of such 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 1992C Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. 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 1992C 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. APPROVED AND ADOPTED BY THE DALIAS CITY COUNCII. THIS AUGUST 12, 1992. APPROVID AS 'PO FORM: City Attorney, City of Dallas, Texas PASSED AUGUST 11, 1992 a or;~Ci _~ = oit Worth, Texas '~ Wi"t" "~ ? tf (S1r,AL.,) ,. , .~ ~~ f ~~ATTEST. F. ^=~• Wit. r + `. ,. %' C1ty,Se~'fe~adI'y; `° City of Fort Wor*.h; Texas APPROVID AS TO FO AND I~GALiTY: City Attorney, City of Fort WoRh, Texas 22 f y+ TWENTY SECOND 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, August 12, 1992, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1992C 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 IVil' HAND and seal of the City of Dallas, 1~ ~ r ~ ~#~ ~- 4 ~. f ,~ t" ~ r ~ , ~ -- ;~ ... - .- ~ „ .: A •..~ .. ,r ~t~ ~ ~. `(SEAL'S THlr_~STATE C?F'1 CXAS COUNTY, OF,TARRANT CITY OF FORT WORTH Texas, this 12th day of August, 1992. City Secretary, City of Dallas, Texas I, Alice Church, City Secretary of the City of Fori Worih, Texas, do hereby ceriify 1. That the above and foregoing is a true and correct Dopy of an Ordinance, duly presented and passed by the City Council of the City of Fori Worth, Texas, at a regular meeting held on August 11, 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. ,~ ~ rV~JITN£SS MY HAND and the Official Seal of the City of Fort Worih, Texas, this 11th day of August, 1992. ~.n .5'~..~ 3 l / ~~'_ ^~ ~ .~, ~> City Secretary, City of Fori Worth, Texas .r, t ~ (SEAL) +.~-` +~: ~' ~- e '' w 4 's ~ ~ ~~ti L.7