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Home My WebLink AboutOrdinance 10927>, - ,,~ F 4 4.,, 2 ~:. NINETEENTH SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BONDS SERIES 1991 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS October 8 and 9, 1991 Dated as of October 1, 1991 r CITY OF DAi-IBS ORDINANCE .0 21077 CITY OF FORT' WORTH ORDINANCE ~° 10927 qtt ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort worth. auchonzing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 in the aggregacz Pnn~pa! amount of X19,850,000, bearing interest at the rates specified, for the purpose of paving part of the cost of ~~tructing, 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 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 Pallas-Fort Worth Regional Airport Joint Revenue Bonds heretofore or hereafter issued, adopting pertinent proviscuns of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport ~ncurrent Bond Ordinances which authorized the issuance of Outstanding Bonds, providing for the deposit of ehe prod of the Series 1991 Bonds into certain funds and of the Joint Airport Fund; and directing that due obseRance 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 emergenry WHEREAS, pursuant to applicable laws and a certain contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectivety, of the Cities of Dallas and Fort Worth. by an ordinance passed concurrentty 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 macurrentty passed subsequentty authorized the issuance of and sold the Outstanding Bonds for the purpose of paving the ousts of the Dallas-Fort Worth international Airport (formerty 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 subsequentty issued bonds were issued as "Bonds" in accordance with the terms of the 196x3 Ordinance and on a parity with the Series 1968 Bonds; and WHEREAS. said ordinances authorizing 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 1Z5 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 b~ 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 Ciry Councils to be desirable, appropriate and necessary to issue such series of bonds for such purposes; and WHEREAS. the Ciry Councils have each found and determined as to each that the matters to which this 1991 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 1991 Ordinance is an emergenry measure and shall be effective as to each City respectively upon its adoption by its Ciry Council, and the meetings were open to the public as required NINETEENTH 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 IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 11 Shon Title. This 1991 Ordinance may be cited by the short title, "Nineteenth Supplemental Regional Airport Concurrent Bond Ordinance." Section 1.2. Adoption of Preambles. All of the declarations and findings contained in the preambles of this 1991 Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this 1991 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 2.1 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 1991 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 1991 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: "COSTS OF THE 1991 PROJECT" shall mean the Costs of the Airport related to the construction of the 1991 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, 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. NINETEENTH 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 Twelhh 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 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. "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. "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. "1991 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 1991 Bonds. "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 and the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A authorized by the 1991A Ordinance and shall also mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 heretofore authorized and issued, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A heretofore authorized and issued. and 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 NCNB Texas National Bank, with respect to the Series 1991 Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. 3 NINETEENTH 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. "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. "SERIES 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. "SERIFS 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. "SERIES 1992A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A 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 4 NINETEENTH SUPPLEMENTAL ORDINANCE Bonds, Series 1991", in the aggregate principal amount of $19,850,000, 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 1991 Project. Section 3.2. Date, Denominations and Maturities. The Series 1991 Bonds shall be dated October 1, 1991, 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 1995 $100,000 2003 $ 550,000 1996 100,000 2004 585,000 1997 100,000 2005 625,000 1998 100,000 2006 660,000 1999 100,000 2011 4,010,000 2000 100,000 2021 12,720,000 2002 100,000 Section 3.3. Interest Rates. A The Series 1991 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 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 2002 all bonds scheduled to mature in the year 2003 all bonds scheduled to mature in the year 2004 all bonds scheduled to mature in the year 2005 all bonds scheduled to mature in the year 2006 all bonds scheduled to mature in the year 2011 all bonds scheduled to mature in the year 2021 5 15% per annum; 5.30% per annum; 5.50% per annum, 5 5/8% per annum; 5.75% per annum; 5 7/8% per annum; 6.00% per annum; 6 1/8% per annum; 6.25% per annum; 6.30% per annum; 6.40% per annum; 6.50% per annum; 6.00% per annum; Said interest shall be payable to the registered owner of any such Series 1991 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 NCNB Texas National Bank 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 1991 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 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 1991 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 1991 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 5 NINETEENTH SUPPLEMENTAL ORDINANCE 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 1991 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 1991 Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this 1991 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 1991 Bonds, and to act as its agent to exchange or replace Series 1991 Bonds, all as provided in this 1991 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 1991 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1991 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 1991 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 1991 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this 1991 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 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 1991 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 1991 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 1991 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 1991 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 1991 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1991 Bond or portion thereof as permitted or required by any provision of this 1991 Ordinance shall constitute one of the Series 1991 Bonds for all purposes of this 1991 Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Series 1991 Bond delivered in exchange for or replacement of another Series 1991 Bond prior to the first scheduled interest payment date on the Series 1991 Bonds (as stated on the face thereof) shall be dated October 1, 1991, 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 1991 Bond or Bonds issued under this 1991 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 1991 Bonds surrendered for exchange or 6 NINETEENTH SUPPLEMENTAL ORDINANCE 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 1991 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 1991 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 1991 Bonds which originally were delivered pursuant to this 1991 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 1991 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 1991 Bond tailed for redemption in part. E. All Series 1991 Bonds issued in exchange or replacement of any other Series 1991 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such "Series 1991 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 1991 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1991 Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this 1991 Ordinance. If any of the officers who shall have signed or sealed any of the Series 1991 Bonds or whose facsimile signature shall be upon the Series 1991 Bonds shall cease to be such officer of the Cities before the Series 1991 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 1991 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as if the person or persons who signed or sealed such Series 1991 Bonds or whose facsimile signature shall be upon the Series 1991 Bonds had not ceased to be such officer of the Cities; and any such Series 1991 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 1991 Bonds, shall be the proper officers of the Cities, although at the date of authentication of such Series 1991 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 1991 Bonds, but the registered owner of any Series 1991 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 1991 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 1991 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 1991 Bonds solely to the extent above provided. G The Cities covenant with the registered owners of the Series 1991 Bonds that at all times while the Series 1991 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 1991 Bonds under the 1991 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 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 the 1991 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 1991 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 1991 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/Registrar shall be deemed to have NINETEENTH SUPPLEMENTAL ORDINANCE agreed to the provisions of the 1991 Ordinance, and a certified copy of the 1991 Ordinance shall be delivered to each Paying Agent/Registrar H. The Series 1991 Bonds herein authorized shall be issued initially as one fully registered bond (the "Initial Bond") in the principal amount of $19,850,000 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 Lehman Brothers. The Initial Bond shall be manually signed and shall be submitted to the Office of the Attorney General of the State of Texas. I. The Series 1991 Bonds issued in exchange for the Series 1991 Bonds initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Series 1991 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 1991 Bonds. Upon initial issuance, the ownership of each such Series 1991 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 1991 Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to the Series 1991 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 1991 Bonds. Notwithstanding any other provision of this Series 1991 Ordinance to the contrary, the Cities, the Board and the Paving 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 1991 Bond for the purpose of payment of principal, premium, if any, and interest, as the case may be, with respect to such Series 1991 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 1991 Bond, for the purpose of registering transfers with respect to such Series 1991 Bond, and for all other purposes whatsoever The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Series 1991 Bonds only to or upon the order of the respective registered owners, as shown in the Registration Books as provided in the Series 1991 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 1991 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 1991 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 1991 Ordinance with respect to interest checks being mailed to the registered owners at the close of business on the Record Date, the term "Cede & Co." in this Series 1991 Ordinance shall refer to such new nominee of DTC. 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 1991 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 Exchange 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 1991 Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Series 1991 Bonds and transfer one or more separate Series 1991 Bonds to DTC Participants having Series 1991 Bonds credited to their DTC accounts. In such event, the Series 1991 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 1991 Bonds shall designate, in accordance with the provisions of this Series 1991 Ordinance. 8 NINETEENTH SUPPLEMENTAL ORDINANCE IC Notwithstanding any other provision of this Series 1991 Ordinance to the contrary, so long as any Series 1991 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 1991 Bond and all notices with respect to such Series 1991 Bond shall be made and gtven, respectively, in the manner provided in the representation letter of the Board to DTC. Section 3.5. Prior Redemption. A. The Series 1991 Bonds (other than the Series 1991 Bonds maturing November 1, 2021) 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 November 1, 2000, or on any date thereafter, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date: Period during which redeemed Redemption (both dates inclusive) Price (°!oL November 1, 2000 -October 31, 2001 102%'0 November 1, 2001 -October 31, 2002 101 November 1, 2002 and [hereafter 100 The Series 1991 Bonds maturing November 1, 2021 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 November 1, 2000 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 1991 Bonds of a maturity, the selection of Series 1991 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 1991 Bonds maturing November 1, 2011 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 2007 through 2010 and the Series 1991 Bonds maturing on November 1, 2021 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 2012 through 2020 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 1991 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 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 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 1991 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 1991 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 1991 Bonds or any portion thereof. If a portion of any Series 1991 Bond shall be redeemed a substitute Series 1991 Bond or Series 1991 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 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 1991 Ordinance. D The redemption notice required by Section 3.SC shall include the complete official name of the Series 1991 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 of prices on a specified redemption date. Such notice shall also 9 NINETEENTH SUPPLEMENTAL ORDINANCE 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/Registrarshsll cause to be forwarded by United States Mail to Moody's Investors Service, Inc., Standard & Poor's Corporation, The Bond Buver 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/Registrarshsll send to each registered owner indicated on its records as having failed to present such redeemed Series 1991 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. G The Board, acting on behalf of the Cities, shall at least forty-five (45) days before the date fixed for any such redemption conduct the selection of the Series 1991 Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Registrar with respect to transfers and exchanges as provided in Section 3.4D hereof. Section 3.6. Forms. The form of all Series 1991 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 1991 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 1991 Ordinance, to-wit: 10 NINETEENTH SUPPLEMENTAL ORDINANCE (FORM OF BOND) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND Series 1991 Dated. October 1, 1991 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 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 trust office of NCNB Texas National Bank, 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 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. 11 NINETEENTH SUPPLEMENTAL ORDINANCE * 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 (except for the bonds maturing November 1, 2021) 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 November 1, 2000 or on date thereafter, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date: Period during which redeemed Redemption (both dates inclusiveL Price .(°!ol November 1, 2000 -October, 31 2001 102% November 1, 2001 -October 31, 2002 101 November 1, 2002 and thereafter 100 * The Series 1991 Bonds maturing November 1, 2021 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 November 1, 2000 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 1991 Bonds of a maturity, the selection of Series 1991 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, 2011 shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years 2007 through 2010 and the bonds maturing on November 1, 2021 shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years 2012 through 2020, 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 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. 12 NINETEENTH 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 $19,850,000, issued by the Cities for the purpose of paving the Costs of the 1991 Project, such term contemplating and relating to the construction of the improvements to the Dallas- Fort Worth International Airport pursuant to the Nineteenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Nineteenth 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 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 wmpensation 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 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 Nineteenth 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 13 NINETEENTH 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 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/Registrarshall berequired 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 Nineteenth Supplemental Ordinance that they promptly will appoint a competen[ 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. 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. 14 NINETEENTH SUPPLEMENTAL ORDINANCE 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 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 COUNTERSIGNID: Director of Finance, Mayor, City of Dallas, Texas City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTIItSIGNID: City Secretary, City of Fort Worth, Texas APPROVID AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas 15 NINETEENTH 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(s) 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 or any change whatsoever 16 NINETEENTH 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 Pavin¢ Agent/Registrar Certificate and the form of the sinele 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 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 the funds described herein, the principal amount as shown below and to pay interest thereon at the interest rates shown below, from October 1, 1991, 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 **tf not to be on bond 17 NINETEENTH SUPPLEMENTAL ORDINANCE ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1991 BONDS Section 4.1 Method of Fxecurion. Each of the Series 1991 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 1991 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 1991 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. Secrion 4.2. Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1991 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 1991 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 1991 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 1991 Bonds are hereby sold in accordance with law and shall be delivered to the Underwriters (listed in Schedule I to the Underwriting Agreement, dated October 9, 1991), at the price of $18,542,584.35, plus accrued interest on the Series 1991 Bonds from October 1, 1991 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 1991 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 1991 Bonds approved by the Board. The initial Series 1991 Bond shall be registered in the name of Lehman Brothers. B. UnderwritaegAgreement. The Underwriting Agreement setting forth the terms of the sale of the Series 1991 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 1991 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 1991 Bonds are outstanding credit agreements relating to the Series 1991 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 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. 18 NINETEENTH SUPPLEMENTAL ORDINANCE ARTICLE V DISPOSITION OF BOND PROCEEDS Secrion S.1 Reserve Fund In accordance with the requirements of the 1970 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 1991 Bonds and the Series 1991A Bonds, simultaneously issued, and the Outstanding Bonds. No additional deposit to the Reserve Fund is required to be made from the proceeds of the Series 1991 Bonds. Section 5.2. Construction Fund Except as otherwise provided in Section 5 1, all proceeds derived from the sale of the Series 1991 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 1991 Project (including interest accruing during construction on the Series 1991 Project) in accordance with the 1968 Ordinance and Section 6.3 of this 1991 Ordinance, and shall be accounted for and expended for said purposes at the time, in the order and as provided in the 1968 Ordinance. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 6.1 Adoption. The Series 1991 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 1991 Ordinance, Section 2.2 of Article II and Articles ~I through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7 4 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 1991 Bonds 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 1991 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 1991 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 1972 Ordinance, the 1976 Ordinance, the 1977 Ordinance, the 1978 Ordinance, the 1982A Ordinance, the 1984 Ordinance, the 1984A Ordinance, the 1985 Ordinance, the 1992 Ordinance, the 1992A Ordinance and the 1994 Ordinance, so long as any of the Series 1991 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 1991 Bonds and (2) the interest to come due on the Series 1991 Bonds determined by the Director of Finance to be funded during such month, in accordance with federal requirements as to tax-exemption, from the proceeds of the 1991 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 November 1, 1991, in equal monthly installments an amount necessary to provide 1/6 of the amount of interest to become due on the Series 1991 Bonds on May 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 1991 Bonds on November 1, 1992 and on each succeeding interest payment date thereafter; B. beginning on October 1, 1994 for the Series 1991 Bonds maturing November 1, 1995 to November 1, 2006, both inclusive, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1991 Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1995, through September 30, 2006; and 19 NINETEENTH SUPPLEMENTAL ORDINANCE C. beginning on October 1, 2006 and on the first day of each month thereafter through September 1, 2021 for each twelve-month period ending September 30, one-twelfth of the amounts indicated, as follows. 2007 $ 705,000 2015 $1,150,000 2008 750,000 2016 1,220,000 2009 800,000 2017 1,290,000 2010 850,000 2018 1,370,000 2011 905,000 2019 1,450,000 2012 965,000 2020 1,540,000 2013 1,025,000 2021 1,625,000 2014 1,085,000 The sinking fund payments required by this sub-paragraph C may be used to purchase Series 1991 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 2007 through 2011, both inclusive, the Series 1991 Bonds maturing on November 1, 2011 and on November 1, in each of the years 2012 through 2021 both inclusive, the Series 1991 Bonds maturing on November 1, 2021, 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 by this sub-paragraph C will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1991 Bonds, the annual sinking fund payments required by this sub-paragraph C on account of the Series 1991 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 fpr payment of the principal of and interest on the Series 1991 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-Fxemprion. A. The Cities covenant to refrain from any action which would adversely affect, or to take such action to assure, the treatment of the Series 1991 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 for purposes of federal income taxation. In furtherance thereof, the Cities covenant as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Series 1991 Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, that amounts, whether or not received by the Cities, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Series 1991 Bonds, in contravention of section 141(b)(2) of the Code; (b) to take any action to assure that in the event that the "private business use" described in subsection (a) hereof exceeds 5 percent of the proceeds of the Series 1991 Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Series 1991 Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; 20 NINETEENTH SUPPLEMENTAL ORDINANCE (d) to refrain from taking any action which would otherwise result in the Series 1991 Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (e) to refrain from taking any action that would result in the Series 1991 Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (f) to refrain from using any portion of the proceeds of the Series 1991 Bonds or the Series 1991A Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investmen[ property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Series 1991 Bonds or the Series 1991A Bonds, other than investment property acquired with -- (1) proceeds of the Series 1991 Bonds or the Series 1991A 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 1991 Bonds or the Series 1991A 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 1991 Bonds and the Series 1991A Bonds for such year; (g) to otherwise restrict the use of the proceeds of the Series 1991 Bonds or the Series 1991A Bonds or amounts treated as proceeds of the Series 1991 Bonds or the Series 1991A Bonds, as may be necessary, so that the Series 1991 Bonds or the Series 1991A Bonds do not otherwise contravene 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), (h) 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 1991 Bonds or the Series 1991A 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 1991 Bonds and the Series 1991A 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 (i) 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 1991A Bonds. For purposes of the foregoing, the Cities understand that in the case of a refunding bond, the term proceeds includes transferred proceeds and, for purposes of (a) and (b), proceeds of the refunded bonds expended prior to the date of issuance of the Series 1991 Bonds. It is the understanding of the Cities that the covenants contained herein 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 1991 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 1991 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 1991 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 1991 Bonds under section 103 of the Code. Secrion 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 1991 Bonds. 21 NINETEENTH SUPPLEMENTAL ORDINANCE 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 1991 Ordinance. Section 7 4 Damaged, Mutilated Lost Stolen or Destroyed Bonds. A. In the event any outstanding Series 1991 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 1991 Bond, in replacement for such Series 1991 Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1991 Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft or destruction of a Series 1991 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 1991 Bond, the applicant shall furnish to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Series 1991 Bond, as the case may be. In every case of damage or mutilation of a Series 1991 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1991 Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1991 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 1991 Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1991 Bond) instead of issuing a replacement Series 1991 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 1991 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 1991 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 1991 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1991 Ordinance equally and proportionately with any and all other Series 1991 Bonds duly issued under this 1991 Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T C.S., as amended, this Section of this 1991 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 1991 Ordinance for Series 1991 Bonds issued in exchange for other Series 1991 Bonds. Section 7.5. Bond Insurance. The Series 1991 Bonds have been offered with a commitment for bond insurance provided by Financial Guaranty Insurance Company, a New York stock insurance company ("Financial Guaranty"), with the bond insurance to be evidenced by the then current legal form of the Municipal Bond New Issue Insurance Policy (the "Polity"). The Cities have sold the Series 1991 Bonds based on such Commitment. In accordance with the terms and conditions applicable to the Policy provided by Financial Guaranty, the Cities covenant and agree that: A. Optional Redemption of Bonds. Notwithstanding the provisions of Section 3.5 hereof, prior to the circulation of any notice of redemption of the Series 1991 Bonds (other than mandatory sinking fund redemption and excepting any notice that refers to Bonds that are the subject of an advance refunding), sufficient funds to pay the redemption price of the Series 1991 Bonds to be redeemed shall have been deposited with the Paying Agent/Registrar to accomplish such redemption. In addition, Financial Guaranty shall be provided with notice of the redemption of any of the Series 1991 Bonds (other than mandatory sinking fund redemption). B. Event of Default. Upon the occurrence of an Event of Default which would require Financial Guaranty to make payments under the Policy, Financial Guaranty and its designated agent shall be provided with access to the Registration Books relating to the Series 1991 Bonds. In addition, Financial Guaranty shall be deemed the sole Holder of the Series 22 NINETEENTH SUPPLEMENTAL ORDINANCE 1991 Bonds with respect to any action taken pursuant to Section 10.2 of the 1968 Ordinance. In determining whether a payment default relating to the Series 1991 Bonds has occurred pursuant to Section 10.1 of the 1968 Ordinance, no effect shall be given to payments made under the Policy Furthermore, notice of any payment default with respect to the Bonds shall be given immediately by the Board to Financial Guaranty C. Amendments and Modifications to Ordinance. Notwithstanding the provisions of Section 11.1 of the 1968 Ordinance, any amendment or modification to the 1991 Ordinance shall be subject to the prior written consent of Financial Guaranty which shall not be unreasonably withheld. For the purposes of Section 11.1 of the 1986 Ordinance Financial Guaranty shall be treated as the Holder of the Series 1991 Bonds with respect to consent to any amendments thereunder In addition, Financial Guaranty shall be provided by the Board with all proceedings relating to any amendment or modification to the 1991 Ordinance. D Notices. Unless otherwise directed, all notices to Financial Guaranty hereunder shall be addressed. Financial Guaranty Insurance Company 175 Water Street New York, New York 10038 Attention. General Counsel E. Paying Agent/Registrar Notwithstanding Section 3.4 hereof, no resignation or removal of the Paying Agent/Registrar shall become effective until a successor has been appointed and has accepted the duties of the Paying Agent/Registrar Financial Guaranty shall be furnished with written notice of the resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto. F Information and Data. The following information and data shall be provided to Financial Guaranty by the Board periodically as noted: 1. Annually, when available, the Airport Budget as approved by the Cities and the annual audited financial statements. 2. An official statement or offering document, if any, prepared in connection with the issuance of any Bonds. 3. Notice of any draw upon the Debt Service Reserve Fund. 4. Simultaneously with the delivery of the annual audited financial statements such other statistical data concerning passenger statistics, landed weights and aircraft operations as are compiled and made generally available by the Airport. ARTICLE VIII AMENDMENTS TO ORDINANCE Section 8.01 Amendments. This 1991 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 91 Ordinance Irrepealable. After any of the Series 1991 Bonds shall be issued, this 1991 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1991 Bonds from time to time outstanding, and this 1991 Ordinance shall be and remain irrepealable until the Series 1991 Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made. 23 NINETEENTH SUPPLEMENTAL ORDINANCE Section 9 2. Severability. If any Section, paragraph, clause or provision of this 1991 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 1991 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 Agree- ment, or of any other provisions of this 1991 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 1991 Ordinance may be executed in counterparts, and when duty 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 DALLAS CITY COUNCIL THIS OCTOBER 9, 1991. 24 ti1NE~ENTH SUPPLEMENTAL ORDNANCE pPPROVID AS 'I'O FORM: pna eslie Munry, City A ornry, Ciry of Dallas, Texas p,,SSED O('POBER 8, 1991 Mayor, City o ort Worth, Texas (SEAL) ATTFST• Ci Secretary, City of Fort Worth. Texas APPROVED AS TO FORM AND LEGALITY: ~t I , Ciry Attornry, Ciry of Fort Worth. Texas u ~IVE'CEENTH SUPPLEMENTAL. ORDINANCE COU SLATY O DALLAS C~•Y OF DALLAS 1, Robert S. Sloan, City Secretary of the Ciry 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 Citv Council of the City of Dallas, had in regular meeting, October 9, 1991. authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 which ordinance is duly of record in the minutes of said Cir< Council. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meecine 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 9th day of October, 1991 City Secretary, Ciry of Dallas, Texas (SEt1L) THE STATE OF TEXAS COUNTY OF TARl2ANt CITY OF FORT WORTH I, Ruth Howard, City Secretary of the City of Fort Worth, Texas. do hereby certify 1. That the above and foregoing is a we and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth, Teals, at a regular mceting held on October 8, 1991, as same appears of record in the Officx of the City Secretary. 2. That said mceting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vetnon's Ann. Texas Civ St. Article 6252-17, as amended. WITNESS MY HAND and the O[Bcial Seal of the City of Fort Worth, Texas. this 8th da/y of October 1991 City Secretary, City of Fort Worth. Te (SEAL) 26