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HomeMy WebLinkAboutOrdinance 10685--~ ~. s ~' SIXTEENTH SUPPLEMENTAL ORDINANCE 9(~321~ /06 ~,5~ SIXTEENTH SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS Series 1992 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS October 9 and 10, 1990 Q~~IC~A~ ~~~o~ CITY SEC~ET~~~Y ` FT. ~ORT~i, TEX. yy~6 ~ ~,~ ~ ~~ Dated as of September 1, 1990 ~,~r ..~ t SIXTEENTH SUPPLEMENTAL ORDINANCE 3Jt t CITY OF DALLAS ORDINANCE ~o zo~s~ CITY OF FORT WORTH ORDINANCE NO /~~~.'~-' An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, in the aggregate principal amount of $34,170,000, bearing interest in accordance with the provisions herein specified, for the purpose of refunding $33,500,000 of Joint Revenue Bonds, Series 1982A maturing November 1, 1993 through 1997, both dates inclusive, and November 1, 2002; providing for the form of said bonds; appointing a Paying Agent/Registrar and providing for the transfer and exchange of such bonds; awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas-Fort Worth International Airport Board to deliver said bonds as herein directed; providing that such bonds are on a parity with the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds heretofore or hereafter issued; adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of Outstanding Bonds; authorizing and approving Credit Agreements; providing for the deposit of the proceeds of the Series 1992 Bonds into certain funds and into special escrow funds authorized to be established hereby for the benefit of certain of the said bonds being refunded, and directing that due observance of the covenants herein contained be made by the Board; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency WHEREAS, pursuant to applicable laws and a certain contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968 authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), and by ordinances concurrently passed subsequently authorized the issuance of and sold the Outstanding Bonds for the purpose of paying the costs of the Dallas-Fort Worth International Airport (formerly known as the "Dallas-Fort Worth Regional Airport") and for the purpose of refunding certain bonds issued pursuant to the Ordinance as supplemented; and WHEREAS, such subsequently issued bonds were issued as "Bonds" in accordance with the terms of the 1968 Ordinance and on a parity with the Series 1968 Bonds; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of Refunding Bonds, on a parity with the Outstanding Bonds, to refund any part or all of the Outstanding Bonds; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth International Airport Board to issue additional joint revenue bonds in two series pursuant to two separate concurrent bond ordinances to refund specific maturities of several series of previously issued Outstanding Bonds, and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to i~~,ue.su series of bonds for such purposes, and _..--------"r~-~~~® ~~F~C~1. WHEREAS, the City Councils have each found and determined as to each t a them AA~ this Series 1992 Ordinance relates are matters of imperative public need and n ~~~n ~fe~cti of the health, safety and morals of the citizens of each of the Cities and, as suc ,that ie±~~ ~j . _~„~,.~ 61 ~. SIXTEENTH SUPPLEMENTAL ORDINANCE *3 • Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council, and the meetings were open to the public as required by law; and that public notices of the time, place and purpose of said meetings were given as required by Article 6252-17, V.A.T C.S., as amended. 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 .Short Title. This Series 1992 Ordinance may be cited by the short title, "Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance." Section 12. Adoption of Preambles. All of the declarations and findings contained in the preambles of this Series 1992 Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Series 1992 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 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 1992 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 1992 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: "ALTERNATE LETTER OF CREDIT" shall mean a letter of credit or other security or liquidity device issued in accordance with Section 6.5 hereof which shall have a term of not less than one year and shall have the same material terms as the Letter of Credit. "AUTHORIZED DENOMINATIONS" shall mean (i) with respect to Series 1992 Bonds in a Unit Pricing Mode, $100,000 and any integral multiple of $5,000 in excess thereof, and (ii) with respect to Series 1992 Bonds in a Fixed Rate Mode, $5,000 and any integral multiple thereof. "AUTHORIZED REPRESENTATIVE" shall mean the Executive Director, Deputy Executive Director, Senior Director Finance and Administration, Director of Finance of the Airport or such other officer or employee of the Board as the Board shall hereafter appoint by resolution. "BANK" shall mean the issuer of the Letter of Credit, its successors and assig lsu.~~ Alternate Letter of Credit. ~s ~+ ~e ta~~~ a3~tr~~~~s~~ ilk SIXTEENTH SUPPLEMENTAL ORDINANCE ~' "BANK INTEREST RATE" shall mean the interest rate, not to exceed the Maximum Rate, payable on Bank-Owned Bonds which rate shall be determined pursuant to a formula, index, contract or other arrangement to be set forth in the Reimbursement Agreement as approved prior to the execution thereof by the Cities. "BANK-OWNED BONDS" shall mean any Series 1992 Bonds registered in the name of the Bank pursuant to Section 6.8(b) hereof. "BOND COUNSEL" shall mean any firm of nationally recognized municipal bond attorneys selected by the Board and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for Federal income tax purposes. "BUSINESS DAY" shall mean a day on which the Paying Agent/Registrar, the Remarketing Agent, the Bank or bank or trust companies in New York, New York, are not authorized or required to remain closed and on which the New York Stock Exchange is not closed. "CODE" shall mean the Internal Revenue Code of 1986, as amended. "ELECTRONIC MEANS" shall mean telecopy, telegraph, telex, facsimile transmission or other similar electronic means of communication. "EXPIRATION DATE" shall mean the stated expiration date of the Letter of Credit, or such stated expiration date as it may be extended from time to time as provided in the Letter of Credit, or any earlier date on which the Letter of Credit shall terminate, expire or be cancelled. "FAVORABLE OPINION OF BOND COUNSEL" shall mean, with respect to any action the occurrence of which requires such an opinion relating to the Series 1992 Bonds, an unqualified Opinion of Counsel, which shall be a Bond Counsel, to the effect that such action is permitted under Texas law and the Ordinance and will not impair the exclusion of interest on the Series 1992 Bonds from gross income for purposes of federal income taxation (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Series 1992 Bonds). "FIXED RATE" shall mean the per annum interest rate to be borne by the Series 1992 Bonds on and after a Mode Change Date, which rate shall be determined in accordance with Section 3.3(D). "FIXED RATE BONDS" shall mean the Series 1992 Bonds during the Fixed Rate Mode. "FIXED RATE MODE" shall mean that period of time during which the Series 1992 Bonds bear interest at a Fixed Rate(s) to the Maturity Date or the Redemption Date. "GOVERNMENT OBLIGATIONS" shall mean any of the following securities, if and to the extent the same are non-callable, at the time legal for investment of the Issuer's funds, as determined by the Issuer direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America and including a receipt, certificate or any other evidence of an ownership interest in an aforementioned obligation, or in specified portions thereof (which may consist of specified portions of interest thereon). "INDICATIVE RATE" shall mean in connection with a change of Mode to the Fixed Rate Mode, the interest rate determined by the Authorized Representative in consultation with the Remarketing Agent on the Indicative Rate Determination Date as the lowest rate, which if borne by the Series 1992 Bonds during the following Interest Period, would, under .existing market conditions, result in the sale of the Series 1992 Bonds on the Rate Determination Date at a price equal to !t e_ urc_a_sr~PrTce_'_ "INDICATIVE RATE DETERMINATION DATE" shall mean, the date on whi h ndicative ,Rat is to be determined by the Authorized Representative in consultation with th rk~~~~~ ~: SIXTEENTH SUPPLEMENTAL ORDINANCE which date shall be the thirty-fourth (34th) day next preceding the Mode Change Date with respect to a change to the Fixed Rate Mode. "1992 INTEREST ACCOUNT" shall mean the account by that name created in Section 6.4 hereof. "INTEREST PAYMENT DATE" shall mean (i) with respect to a Unit Pricing Bond (a) in the case of an Interest Period of 180 days or less, the Purchase Date, and (b) in the case of an Interest Period of 181 days or more, each May 1 and November 1 and the Purchase Date; (ii) with respect to Fixed Rate Bonds each May 1 and November 1, (iii) with respect to Bank-Owned Bonds, the dates required under the Reimbursement Agreement; (iv) any Mandatory Purchase Date; and (v) the Maturity Date. "INTEREST PERIOD" shall mean the period of time that any interest rate remains in effect, which period. (i) with respect to a Unit Pricing Mode, shall be established by the Authorized Representative in consultation with the Remarketing Agent pursuant to Section 3.3, provided, however, that the day after the last day of any such Interest Period shall be a Business Day and each such Interest Period shall be at least one day; and (ii) with respect to the Fixed Rate Mode, shall be from and including the Mode Change Date to but not including the Maturity Date; provided, that no Interest Period shall extend beyond the day preceding any Mandatory Purchase Date or the Maturity Date. "INTEREST RESERVE FUND" means the fund by that name created in Section 6.5 H hereof. "INTEREST RESERVE FUND REQUIREMENT" means for Series 1992 Bonds in the Unit Pricing Mode, an amount equal to the interest that would have accrued at the Maximum Rate as determined under (i) of such definition during a period of 37 days. "LETTER OF CREDIT" shall mean the irrevocable, direct pay letter of credit issued by the Bank prior to the original delivery of the Bonds on March 25, 1992, except that upon the issuance of an Alternate Letter of Credit in accordance with Section 6.5 hereof such term shall mean such Alternate Letter of Credit. "1992 LETTER OF CREDIT ACCOUNT" shall mean the account by that name referred to in Section 6.5 hereof. "1992 LETTER OF CREDIT PURCHASE ACCOUNT" shall mean the account by that name created in Section 6.6 hereof. "LETTER OF CREDIT INTEREST AMOUNT" shall mean the amount of the interest portion of the Letter of Credit, which during the Unit Pricing Mode shall be an amount no less than 31 days' interest on the Series 1992 Bonds calculated at the Maximum Rate on the basis of a 365/366 day year for the actual number of days elapsed. "MANDATORY PURCHASE DATE" shall mean (i) any Purchase Date for Bonds in the Unit Pricing Mode, (ii) any Mode Change Date, (iii) any Substitution Tender Date, (iv) the fifth Business Day prior to termination of a Letter of Credit by its terms where no substitution of an Alternate Letter of Credit is to occur and (v) the date of any mandatory redemption due to default under the Reimbursement Agreement. "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. "MATURITY DATE" shall mean November 1, 2002. "MAXIMUM RATE" shall mean (i) while the Series 1992 Bonds are in a Unit Pricing-11,4cadeac ~ .each, ,,,,, Rate Determination Date that rate of interest which if it were applied to the rem ir'~~ e Year as to all Series 1992 Bonds after the end of their current Interest Period(s) would ~~d0 amount which when added to the actual amount of interest paid or to be paid with r~~$~t tgi~~i~I3~ 4 ~~. ~Q~r~9 ilaeae. ir' ' SIXTEENTH SUPPLEMENTAL ORDINANCE ~: or current Interest Period(s) during such Fiscal Year and the amount of any mandatory redemption of principal during such Fiscal Year pursuant to Section 3.5(A) hereof would be equal to $2,760,270.24 which is the annual amount heretofore and hereafter to be utilized in calculating the average total annual deposits required to be deposited in the Interest and Sinking Fund in accordance with Section 7.2 of the 1970 Ordinance with. respect to the Series 1992 Bonds while such Bonds are in the Unit Pricing Mode and (ii) while the Series 1992 Bonds are in the Fixed Rate Mode such rate of interest which when applied to all Series 1992 Bonds to be outstanding through the Maturity Date after taking into account all Sinking Fund Payments required by Section 6.3 of this 1992 Ordinance will result in a calculation of average total annual deposits to the Interest and Sinking Fund not in excess of $2,760,270.24, provided, however, that in no event shall such rate of interest ever exceed the maximum rate allowed by State law The amount of $2,760,270.24 may be raised by the dedication of excess deposits in the Reserve Fund to such Series 1992 Bonds or by making additional deposits to the Reserve Fund. "MODE" shall mean the Unit Pricing Mode or the Fixed Rate Mode. "MODE CHANGE DATE" shall mean with respect to any Bond, the date the Unit Pricing Mode terminates and the Fixed Rate Mode begins. "MODE CHANGE NOTICE" shall mean the notice sent by the Paying Agent/Registrar to the Owners pursuant to Section 3.2D notifying the Owners that a change in Mode is to occur "MOODY'S" shall mean Moody's Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Issuer and approved by the Bank (which shall not be under any liability by reason of such approval). "ORDINANCE" shall mean the 1968 Ordinance, as amended by 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 and as supplemented by the 1970 Ordinance, 1972 Ordinance, 1978 Ordinance, 1982 Ordinance, 1982A Ordinance, 1984 Ordinance, 1984A Ordinance, 1985 Ordinance, 1987 Ordinance, 1992 Ordinance, and 1994 Ordinance. "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. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. "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. "1982 ORDINANCE" shall mean and refer to the Tenth Supplemental Regional Bond Ordinance passed by the City Councils of the Cities on March 3, 1982. 5 _~ SIXTEENTH SUPPLEMENTAL ORDINANCE '~ " "1982A ORDINANCE" shall mean and refer to the Eleventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 16 and November 17, 1982. "1984 ORDINANCE" shall mean and refer to the Twelfth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and September 12, 1984 "1984A ORDINANCE" shall mean and refer to the Thirteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and October 10, 1984. "1985 ORDINANCE" shall mean and refer to the Fourteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on December 3 and December 4, 1985 "1987 ORDINANCE" shall mean and refer to the Fifteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 6 and 7, 1987 "1992 ORDINANCE" shall mean and refer to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and 10, 1990. "1994 ORDINANCE" shall mean and refer to the Eighteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and 10, 1990. "OPINION OF COUNSEL" shall mean a written legal opinion from a firm of attorneys experienced in the matters to be covered in the opinion. "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 and the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance. "OWNER" shall mean the registered owner of a Bond. "PAYING AGENT/REGISTRAR" shall mean Citibank, N.A., New York, New York with respect to the Series 1992 Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. "1992 PRINCIPAL ACCOUNT" shall mean the account by that name created in Section 6.4 hereof. "PRINCIPAL PAYMENT DATE" shalt mean any date upon which the principal amount of Series 1992 Bonds is due hereunder, including the Maturity Date or any Redemption Date. "PURCHASE DATE" shall mean, during the Unit Pricing Mode, the date determined by the Authorized Representative in consultation with the Remarketing Agent on the~tost recent Rate Determination Date as the date on which the Series 1992 Bonds shall be subiec """ "1992 PURCHASE FUND" shall mean the fund by that name referred to in 6 ~~o ~~~~r, tie SIXTEENTH SUPPLEMENTAL ORDINANCE `~ ' "PURCHASE PRICE" shall mean (i) an amount equal to the principal amount of any Series 1992 Bonds purchased on any Purchase Date, or (ii) an amount equal to the principal amount of any Series 1992 Bonds purchased on a Mandatory Purchase Date, plus, in the case of any Series 1992 Bonds purchased on a Substitution Tender Date on the fifth Business Day prior to termination of a Letter of Credit by its terms where no substitution of the Letter of Credit is to occur, accrued interest, if any, to the Mandatory Purchase Date. "RATE DETERMINATION DATE" shall mean the date on which the interest rate(s) on the Series 1992 Bonds shall be determined, which, (i) in the case of the Unit Pricing Mode, shall be the first day of an Interest Period and (ii) in the case of the Fixed Rate Mode, shall be a date determined by the Authorized Representative in consultation with the Remarketing Agent which shall be at least one Business Day prior to the Mode Change Date. "RATING CONFIRMATION NOTICE" shall mean a notice from Moody's or S&P, as appropriate, confirming that the rating on the Series 1992 Bonds will not be lowered as a result of the action proposed to be taken. "REDEMPTION DATE" shall mean the date fixed for redemption of Series 1992 Bonds subject to redemption in any notice of redemption given in accordance with the terms of the 1992 Ordinance. "REDEMPTION PRICE" shall mean an amount equal to the principal of and premium, if any, and accrued interest, if any, on the Series 1992 Bonds to be paid on the Redemption Date. "REFUNDED BONDS" shall mean the Bonds to be refunded with the proceeds of the Series 1992 Bonds as described and defined in Section 3.1 hereof. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "REIMBURSEMENT AGREEMENT" shall mean the reimbursement agreement or corresponding agreement by and between the Bank, the Cities and the Board which shall be entered into on or prior to March 25, 1992, or, if an Alternate Letter of Credit has been issued, the reimbursement agreement, or corresponding agreement, if any, in connection with such Alternate Letter of Credit. "REMARKETING AGENT" shall mean Merrill Lynch, Pierce, Fenner & Smith Incorporated, or any other investment banking firm which may at any time be substituted in its place as provided in Section 3.7 hereof. "REMARKETING AGREEMENT" shall mean that certain Remarketing Agreement relating to the Series 1992 Bonds, dated as of September 1, 1990, by and between the Cities, the Board and the Remarketing Agent or any similar agreement between the Cities, the Board and the Remarketing Agent, as it may be amended or supplemented from time to time in accordance with its terms. "1992 REMARKETING PROCEEDS ACCOUNT" shall mean the account by that name created in Section 6.6 hereof. "RENEWAL DATE" shall mean the forty-fifth (45th) day prior to the Expiration Date. "SEASONED FUNDS" shall mean (i) moneys derived from drawings under the Letter of Credit, (ii) moneys received by the Paying Agent/Registrar and held in accounts created under this 1992 Ordinance for a period of at least one hundred twenty-four (124) days and not commingled with any moneys so held for less than said period and during and prior to which period no petition in bankruptcy was filed by or against the Cities or the Board under the United States Bankruptcy Code, iii moneys with respect to which the Paying Agent/Registrar shall have received an opinion of cou s ~ n~ ~~' matters pertaining to the United States Bankruptcy Code, that the contemplated m CITY S~CE~~~Y ~ rJ • SIXTEENTH SUPPLEMENTAL ORDINANCE ~5 V would not constitute a transfer of property voidable under Sections 544 or 547 of the United States Bankruptcy Code, should the Cities or the Board become a debtor under such Code or (iv) investment income derived from the investment of moneys described in clause (i), (ii) or (iii). "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 i982A, 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 1992 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 herein authorized to be issued and sold. "SERIES 1994 BONDS" shalt mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, authorized by the 1994 Ordinance. "S&P" shall mean Standard & Poor's Corporation, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Issuer and approved by the Bank (which shall not be under any liability by reason of such approval). "SUBSTITUTION DATE" shall mean the date as of which an Alternate Letter of Credit is to be substituted for the Letter of Credit. "SUBSTITUTION TENDER DATE" shall mean the date five Business Days prior to the Substitution Date. "UNIT PRICING BOND" shall mean any Series 1992 Bond while in a Unit Pricing .__...... c~r~ s~~~r~~R~ ~, :' SIXTEENTH SUPPLEMENTAL ORDINANCE "UNIT PRICING MODE" shall mean the Mode in which the duration of the Interest Periods is determined under Section 3.3(B). 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 Forr Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, in the aggregate principal amount of $34,170,000, pursuant to the provisions of Article 46d, Article 1269]-5 1, Article 717k and Article 717q V.A.T C.S., as amended, for the purpose of refunding on May 1, 1992 $33,500,000 of the Series 1982A Bonds maturing on November 1, 1993 through 1997, both dates inclusive, and on November 1, 2002 being Series 1982A Bonds numbered 2,561 to 9,260, inclusive (the "Refunded Bonds"), now outstanding. It is hereby officially found and determined that the proceeds of the sale of the Series 1992 Bonds to be received March 25, 1992, together with the money hereafter authorized and directed to be transferred on March 25, 1992 from the Interest and Sinking Fund to the Dallas-Fort Worth Regional Airport Series 1992 Special Escrow Fund pursuant to Article V hereof, will be sufficient to provide funds to pay the principal of the Refunded Bonds, the applicable two percent (2%) premium and the interest thereon to May 1, 1992. The Series 1992 Bonds are issued as Refunding Bonds pursuant to and as permitted by the 1968 Ordinance, and shall be on a parity with the Outstanding Bonds remaining outstanding. Section 3.2. Date, Denominations, Mode and Maturities. A. The Series 1992 Bonds shall be in Authorized Denominations. The initial Series 1992 Bonds shall be dated September 1, 1990 and all subsequent Series 1992 Bonds shall be dated as provided in Section 3.4D B. The Series 1992 Bonds shall mature on November 1, 2002. C. The Series 1992 Bonds shall initially be in the Unit Pricing Mode and may be changed one time as to all Series 1992 Bonds then outstanding to the Fixed Rate Mode on a Mode Change Date as indicated in a Mode Change Notice, as provided in Section 3.2D A Fixed Rate Mode shall be in effect until the Maturity Date and may not be changed to the Unit Pricing Mode. In the: event the Paying Agent/Registrar shall not have received by March 20, 1992 the Letter of Credit and confirmation of a rating by Moody's and S&P of "A" or better based on such direct pay Letter of Credit then the Series 1992 Bonds may be delivered in a Fixed Rate Mode at a Fixed Rate not exceeding the Maximum Rate as determined by the Authorized Representative in consultation with the Remarketing Agent. D No later than the forty-fifth (45th) day preceding the Mode Change Date, the Cities shall give written notice to the Board, Remarketing Agent, Paying Agent/Registrar and Bank of its intention to effect a change in the Mode from the Unit Pricing Mode then prevailing to the Fixed Rate Mode as specified in such written notice, together with the proposed Mode Change Date, together with copies of a letter of Bond Counsel to the effect that it expects to be able to provide a Favorable Opinion of Bond Counsel on the Mode Change Date. The Mode Change Date shall be a Business Day and shall be the last Purchase Date for all Interest Periods set for interest rates established by the Authorized Representative. On or before the thirtieth (30th) day preceding the Mode Change, the Paying Agent/Registrar shall send notice of the proposed change in Mode by mail to the Owners stating: (1) the Series 1992 Bonds are to be changed to the Fixed Rate Mode; _ (2) the proposed Mode Change Date; 0~~~~s~9~ ~d~~~Q 9 F~. 0~~1, TAX. ~°:. SIXTEENTH SUPPLEMENTAL ORDINANCE (3) the date on which the interest rate for the Fixed Rate Mode will be determined, (4) the Indicative Rate, together with a statement to the effect that the actual interest rate determined may be greater or less than the Indicative Rate; (5) the procedure, which may include providing a telephone number which an Owner may call, for informing such Owner of the actual Fixed Rate; (6) the Interest Payment Dates for payment of the Fixed Rate; (7) the redemption provisions applicable to the Series 1992 Bonds in the Fixed Rate Mode; (8) that, subject to such Owner's right to elect to retain such Owner's Series 1992 Bonds, such Owner is required to tender such Owner's Series 1992 Bonds for purchase on the Mode Change Date (specifying the date and the procedures to be followed by the Owner to exercise such election, including the applicable election deadline); (9) that from and after the Mode Change Date, the Letter of Credit will no longer be in effect and the anticipated ratings on the Bonds, (10) such of the other conditions to the effectiveness of the change in Mode as the Paying Agent/Registrar deems appropriate; and (11) that if all conditions precedent to the effectiveness of the Fixed Rate Mode are not met, all Series 1992 Bonds shall remain in a Unit Pricing Mode with Interest Period(s) determined by the Authorized Representative on the Mode Change Date. No change in Mode will become effective unless all conditions precedent thereto have been met and there shall have been delivered to the Paying Agent/Registrar and the Remarketing Agent on the Mode Change Date a Favorable Opinion of Bond Counsel dated the Mode Change Date. No Interest Period set after delivery by the Cities to the Remarketing Agent of the notice of the intention to effect a change in Mode shall extend beyond the proposed Mode Change Date. Section 3.3. Interest Rate Determination. A. No Series 1992 Bonds shall bear interest at an interest rate higher than the Maximum Rate. During the Unit Pricing Mode the interest rates contained in the records of the Paying Agent/Registrar shall be conclusive and binding upon the Cities, the Board, the Remarketing Agent, the Paying Agent/Registrar, the Bank and the Owners. B. Interest Periods in a Unit Pricing Mode shall be of such duration ending on a day next preceding a Business Day or the Maturity Date, as the Authorized Representative in consultation with the Remarketing Agent shall determine in accordance with the provisions of this subsection. In making the determinations with respect to Interest Periods, subject to limitations imposed by this 1992 Ordinance, on each Rate Determination Date for any Series 1992 Bond, the Authorized Representative in consultation with the Remarketing Agent shall select for each such Series 1992 Bond then subject to such adjustment the Interest Period which would result in the Remarketing Agent being able to remarket such Series 1992 Bond at par in the secondary market at the lowest interest rate then available and for the longest Interest Period available at such rate, provided that if on any Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent determines that current or anticipated future market conditions or anticipated future events are such that a different Interest Period wound result in a lower average interest cost on such Series 1992 Bond, then the Authorized Representative in consultation with the Remarketing Agent shall select the Interest Period which in its judgment would permit such Series 1992 B®nd_Lo a_._„_ chie~e such lower average interest cost; provided, however, that if the Remarketing Agent has re t fr the Cities that the Series 1992 Bonds are to be changed from the Unit Pricing Mode t tie i 10 SIXTEENTH SUPPLEMENTAL ORDINANCE ,~,. Mode or one or more Series 1992 Bonds are to be purchased in accordance with a mandatory tender, the Authorized Representative shall, with respect to such Series 1992 Bond or Bonds, select Interest Periods which do not extend beyond the Mode Change Date or the Mandatory Purchase Date. On or after 4:00 p.m. on the Business Day next preceding each Rate Determination Date for Series 1992 Bonds in the Unit Pricing Mode, any Owner of such Series 1992 Bonds may telephone the Remarketing Agent and receive notice of the anticipated next Interest Period(s) and the anticipated interest rate(s) for such Interest Period(s). The Owner of a Series 1992 Bond in a Unit Pricing Mode may continue as the Owner of such Series 1992 Bond during the next Interest Period if the Owner, in accordance with Section 6.9 of this 1992 Ordinance, gives telephonic notice to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Rate Determination Date (which notice shall be irrevocable). To receive payment of the Purchase Price, the Owner of any Series 1992 Bond in the Unit Pricing Mode must present such Series 1992 Bond to the Paying Agent/Registrar, by 12:00 noon on the Rate Determination Date, in which case, the Paying Agent/Registrar shall pay the Purchase Price to such Owner by the close of business on the same day By 12:30 p.m. on each Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall, with respect to each Series 1992 Bond in the Unit Pricing Mode which is subject to adjustment on such date, determine the interest rate(s) for the Interest Periods then selected for such Series 1992 Bond and the Remarketing Agent shall give notice by Electronic Means to the Paying Agent/Registrar of the new Owners including names, addresses, taxpayer identification numbers and authorized denominations, the Interest Period(s), the Purchase Date(s) and the interest rate(s). The Paying Agent/Registrar shall authenticate new Series 1992 Bonds for the respective purchaser thereof (other than those electing to retain) which shall be available for pick-up by the Remarketing Agent not later than 1.30 p.m. Presentation of Series 1992 Bonds in the Unit Pricing Mode shall be required, whether or not the Owner has elected to retain the Series 1992 Bond for the next Interest Period, in order .to permit the Paying Agent/Registrar to note on the Series 1992 Bond the next Interest Period, the applicable Interest rate and the applicable Purchase Date; provided, however, if the Owner has not elected to retain such Series 1992 Bonds on such Rate Determination Date as described above, such Series 1992 Bonds subject to purchase shall be deemed tendered and cancelled and interest shall cease to accrue on such Series 1992 Bonds regardless of whether any such Series 1992 Bond is presented to the Paying Agent/Registrar By acceptance of any Series 1992 Bond, the Owner thereof shall be deemed to have agreed, during each Interest Period to the interest rate, Interest Period and Purchase Date then applicable thereto and to have further agreed (unless the Owner duty waives such sale as provided in the preceding paragraph) to tender such Series 1992 Bond to the Paying Agent/Registrar for purchase on the Purchase Date at the Purchase Price. Such Owner further acknowledges that if funds for sucl- purchase are on deposit with the Paying Agent/Registrar on such Purchase Date, such Owner shall have no rights under the Ordinance other than to receive the payment of such Purchase Price and that interest shall cease to accrue to such Owner on such Purchase Date. C. Each Bank-Owned Bond resulting from a draw on the Letter of Credit on a Purchase Date or Mandatory Purchase Date as a result of insufficient proceeds in the Remarketing Proceeds Account shall bear interest on the outstanding principal amount thereof at the Bank Interest Rate for each day from and including the date such Series 1992 Bond becomes aBank-Owned Bond to, but not including, the date such Series 1992 Bonds is paid in full or is remarketed. Interest on Bank-Owned Bonds shall be payable as provided in the Reimbursement Agreement. Bank-Owned Bonds shall not bear interest at the Bank Interest Rate after such Series 1992 Bonds have been remarketed unless such Series 1992 Bonds shall again become Bank-Owned Bonds. Interest on Bank-Owned Bonds shall be calculated based upon a 365/366 day year for the actual number of days elapsed. j ~rC~~Q~~ ~~B ~ °~ 16PC'r f ~~a~D 11 ~tTY ~~~Er,~~Y ~T. ~O~R ~ ~~, T~. SIXTEENTH SUPPLEMENTAL ORDINANCE ~, D The Remarketing Agent shall determine the Fixed Rate in the manner and at the time described below (i) Not later than 4:00 p.m. on the Indicative Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall determine an Indicative Rate. On the Indicative Rate Determination Date, the Paying Agent/Registrar shall contact the Remarketing Agent to obtain the Indicative Rate and the Paying Agent/Registrar shall then immediately notify the Board by Electronic Means of the rate so determined. (ii) On the Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall determine the actual Fixed Rate for the Series 1992 Bonds. The Fixed Rate shall be the minimum rate which, in the sole judgment of the Authorized Representative, will result in a sale of the Series 1992 Bonds at a price equal to the principal amount thereof, plus accrued interest, if any, on the Rate Determination Date. Not later than 4:00 p.m. on the Rate Determination Date, the Paying Agent/Registrar shall contact the Remarketing Agent to obtain such rate by telephone. Not later than 4:00 p.m. on the next succeeding Business Day, the; Paying Agent/Registrar shall give notice of such rate by Electronic Means to the Bank. The Letter of Credit will not continue to back the Series 1992 Bonds after the change to the Fixed Rate Mode. E. Said interest shall be payable to the registered owner of any such Series 1992 Bond in the manner provided, on the dates and calculated in the manner stated in the Forms of Bond set forth in. Section 3.6 hereof. Section 3.4. Prrying Agent/Registrar A. The Cities shall keep or cause to be kept initially at the principal trust office of Citibank, N.A., New York, New York, 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 1992 Bonds (the "Registration Books") and the Cities hereby appoint the Paying Agent/Registrar as their 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 1992 Bonds shall be made, as herein provided. The Cities, the Board or their designees 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 In the event the Registration Books are not kept within the State of Texas, the Paying Agent/Registrar shall provide the Board with a copy of such Registration Books and shall keep such copy current when changes are made. Registration of each Series 1992 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of the bond, or any portion thereof in Authorized Denominations, 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 1992 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 1992 Bond shall be registered in the Re is _~ any time shall be treated as the absolute owner thereof for all purposes of this 1992 r~~w~~ or not such bond shall be overdue, and the Cities, the Board and the ]Paying Agent/Re istrar s b1r~6 affected by any notice to the contrary; and payment of, or on account of, the principal f,i>~[an~+~ I2 ~ Fr" ~o~ roa t~z. SIXTEENTH SUPPLEMENTAL ORDINANCE 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 1992 Bonds, and to act as their- agent to exchange or replace Series 1992 Bonds, all as provided in this 1992 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 1992 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1992 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 1992 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 1992 Bond may be exchanged for fully registered bonds in the manner set forth herein and as contemplated by Section 3.3 an 3.4 hereof. Each bond issued and delivered pursuant to this 1992 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 for the then appropriate Mode in the Forms of Bond set forth in this 1992 Ordinance, in the Authorized Denominations (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 1992 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 1992 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 Authorized Denominations at the request of the registered owner, and in an aggregate princi- pal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 1992 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 1992 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1992 Bond or portion thereof as permitted or required by any provision of this 1992 Ordinance shall constitute one of the Series 1992 Bonds for all purposes of this 1992 Ordinance, and may again be exchanged or replaced. Series 1992 Bonds in the Unit Pricing Mode other than the initial Series 1992 Bonds shall be dated the date of authentication thereof. It is specifically provided, however, that any Series 1992 Bond in a Fixed Rate Mode shall be dated the Mode Change Date and any Series 1992 Bond in a Fixed Rate Mode delivered in exchange for or replacement of another Series 1992 Bond prior to the first scheduled Interest Payment Date on the Series 1992 Bonds after the Mode Change Date shall be dated the Mode Change Date, 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 1992 Bond or Bonds issued under this 1992 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 unl ucb„_ Prtificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1992 Bon s(~~~~aq~~re exchange or replacement. No additional ordinances, orders or resolutions need be pas e~~ t CP~Y ~E~R~~~sRY 13 ~~. ~~R~~l, T~~, -~.,-- SIXTEENTH SUPPLEMENTAL ORDINANCE the City Council of either of the Cities or any other body or person so as to accomplish the foregoing exchange or replacement of any Series 1992 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 1992 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 1992 Bonds which originally were delivered pursuant to this 1992 Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. While the Series 1992 Bonds are in a Fixed Rate Mode neither the Cities nor the Paying Agent/Registrar shall be required to transfer or exchange any Series 1992 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 1992 Bond called for redemption in part. E. All Series 1992 Bonds issued in exchange or replacement of any other Series 1992 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1992 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 1992 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1992 Bonds shall be payable, all as provided, and in the manner required or indicated, in the Forms of Bond set forth in this 1992 Ordlinance. If any of the officers who shall have signed or sealed any of the Series 1992 Bonds or whose facsimile signature shall be upon the Series 1992 Bonds shall cease to be such officer of the Cities before the Series 1992 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 1992 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as the person or persons who signed or sealed such Series 1992 Bonds or whose facsimile signature shall be upon the Series 1992 Bonds had not ceased to be such officer of the Cities; and any such Series 1992 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 1992 Bonds, shall be the proper officers of the Cities, although at the date of such Series 1992 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 1992 Bonds, but the registered owner of any Series 1992 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 1992 Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment the principal of and interest on the Series 1992 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 1992 Bonds solely to the extent above provided. G The Cities covenant with the registered owners of the Series 1992 Bonds that at all times while the Series 1992 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 1992 Bonds under this 1992 Ordinance, and that the Paying Agent/Registrar will be one entity The Cities reserve the right to, and may, at their option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar So long as the Series 1992 Bonds are in the Unit Price Mode, the Paying Agent/Registrar shall be located in New York, New York. 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 authorit~~, and whose qualifications substantially are similar to the previous Paying Agent/Regist ~r'to ac,p ~as Agent/Registrar under this 1992 Ordinance. Upon any change in the Paying Agent/Re i~~~6~ p ~~~ C~~Y S~Gt~~~~~Y ~ 14 ~{ SIXTEENTH SUPPLEMENTAL ORDINANCE 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 1992 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 rnew Paying Agent/Registrar to each registered owner of the Series 1992 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 agreed to the provisions of this 1992 Ordinance, and a certified copy of this 1992 Ordinance shall be delivered to each Paying Agent/Registrar Section 3.5 Prior Redemption or Mandatory Purchase. A. Sinking Fund Redemption. The Series 1992 Bonds shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1993 through 2000, from moneys required by Section 6.3B of this 1992 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, if the Series 1992 Bonds for all or any portion of such period are in the Fixed Rate Mode and, if for any portion of such period the Series 1992 Bonds are in the Unit Price Mode, the Cities shall on Purchase Dates on or prior to each such November 1 optionally redeem Series 1992 Bonds in an aggregate principal amount equal to the moneys required by Section 6.3B to be deposited to the Interest and Sinking Fund in accordance with Section 3.SC hereof. B. Mandatory Redemption Due to Default Under Reimbursement Agreement. All Series 1992 Bonds other than Bank-Owned Bonds shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, plus accrued interest, if any, (i) if the Paying Agent/Registrar receives a notice from the Bank in writing not later than the close of business on the tenth (10th) day (or if such tenth day is not a Business Day, the next succeeding Business Day) after the day on which a drawing was made under the Letter of Credit to pay interest on such Series 1992 Bonds, that the interest portion of the Letter of Credit will not be reinstated as provided in the Letter of Credit or (ii) if the Paying Agent/Registrar receives a written notice from the Bank that an Event of Default, as defined in the Reimbursement Agreement, has occurred and is continuing and the Bank has exercised its option to terminate the Letter of Credit. Such Series 1992 Bonds subject to mandatory redemption shall be redeemed on the Redemption Date specified by the Bank in such written notice (or if such date is not a Business Day, the next succeeding Business Day). Such Redemption Date shall be not more than fifteen (15) nor less than ten (10) days after the date such notice is given and not less than five (5) Business Days before the date the Letter of Credit is to be terminated. Series 1992 Bonds redeemed pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar, in New York, New York, at or before 12:00 noon on the Redemption Date, and payment of the Redemption Price shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on the Redemption Date. The Paying Agent/Registrar shall give notice to all Owners after receipt by the Paying Agent/Registrar of such notice from the Bank stating (i) the mandatory redemption; (ii) the Redemption Date; (iii) the Redemption Price; (iv) that Series 1992 Bonds must be surrendered to collect the Redemption Price; (v) that the Letter of Credit will terminate on the date specified in such notice; (vi) that interest on such Series 1992 Bonds will cease to accrue to such Owner and such Owner will be entitled only to the Redemption Price on the Redemption Date. Such notice shall be sent by United States Mail as soon as practicable after receipt of the notice from the Bank specified in the prior paragraph. C. Optional Redemption of Unit Pricing Bonds. Series 1992 Bonds in the Unit Pricing Mode are not subject to optional redemption prior to their respective Purchase Dates. Series 1992 Bonds in the Unit Pricing Mode shall be subject to redemption at the option of the Cities on their respective Purchase Dates at a redemption price equal to the principal amount thereof, which must be made with Seasoned Funds or by drawing on the Letter of Credit. Y Y~ D Notice of Redemption. At least thirty (30) days before the date fixed for any such ~o 0 q than pursuant to Section 3.5B, the Board, acting on behalf of the Cities, shall cause a writ a ~r~ ~f H~~ 15 a9!;a.~~tE ~~.1 E SIXTEENTH SUPPLEMENTAL ORDINANCE redemption to be given to the registered owner of each Series 1992 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 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 1992 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 1992 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 1992 Bonds or any portion thereof. If a portion of any Series 1992 Bond shall be redeemed a substitute Series 1992 Bond or Series 1992 Bonds having the same maturity date, bearing interest at the same rate, in any Authorized Denominations , 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 this 1992 Ordinance. E. Selection. 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 1992 Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Re~;istrar with respect to transfers and exchanges as provided in Section 3.4D hereof. F Mandatory Purchase at End of Unit Pricing Rate Periods Each Series 1992 Bond in the Unit Pricing Mode shall be subject to mandatory purchase on the Purchase Date for the current Interest Period at the Purchase Price; provided that the Owners of such Series 1992 Bonds may elect to retain such Series 1992 Bonds in accordance with the provisions of Section 6.9 unless a notice of optimal redemption has been given with respect thereto. Series 1992 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of th.e Purchase Price shall be made by wire transfer in immediately available funds by the close of business on such Business Day No notice of such mandatory tender shall be given to the Owners. G Mandatory Purchase on Mode Change Date. Series 1992 Bonds to be changed to Fixed Rate Mode from the Unit Pricing Mode are subject to mandatory purchase on the Mode Change Date at the Purchase Price; provided that the Owners of such Series 1992 Bonds may elect to retain such Series 1992 Bonds in accordance with the provisions of Section 6.9 Series 1992 Bonds purchased pursuant to this Section shall be delivered by the Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on the Mode Change Date and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on the Mode Change Date. The Paying Agent/Registrar shall give notia~ of such mandatory tender as part of the Mode Change Notice. H. Mandatory Purchase Upon Substitution of Alternate Letter of Credit In the event that on or prior to the forty-fifth (45th) day next preceding the Substitution Date, the Cities have failed to deliver to the Paying Agent/Registrar aRating Confirmation Notice in connection with the delivery of an Alternate Letter of Credit, the Paying Agent/Registrar, no later than the thirtieth (30th) day next preceding the Substitution Tender Date, shall give notice to the Owners the Remarketing Agent, the Board and the Bank stating that (i) the Letter of Credit is being replaced by an Alternate Letter of Credit; (ii) the Rating Confirmation Notice has not been received; (iii) the rating on the Series 1992 Bonds is expected to be reduced or withdrawn; and (iv) the Series 1992 Bonds are required to be tendered for purchase (specifying the date and the procedures to be followed to exercise such Owner's right to retain such Owner's Series 1992 Bonds). Upon such an occurrence, the Series 1992 Bonds shall be subject to mandatory purchase on the Substitution Tender Date, unless the Owner directs that such Series 1992 Bonds not be purchased as provided in Section 6.9 Series 1992 Bonds purchased pursuant to this Section shall b ~~ ~_~e Owners (with all necessary endorsements) to the office of the Paying Agent/Registrar i k, ~ carp s~c~~~ ~Y 16 s~ SIXTEENTH SUPPLEMENTAL ORDINANCE e' York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price of such Series 1992 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day I. Mandatory Purchase Upon Tern:ination of Letter of Credit. In the event that on or prior to the forty- fifth (45th) day next preceding the termination of the Letter of Credit by its terms, the Cities have failed to deliver to the Paying Agent/Registrar an Alternate Letter of Credit or renewal of the Letter of Credit extending the term thereof unless a Mode Change Date has been established at or prior to the fifth business day prior to such termination date, the Paying Agent/Registrar, no later than the thirty-fifth (35th) day next preceding such termination date, shall give notice to the Owners, the Cities and the Board stating that (i) the Letter of Credit will terminate indicating the date and (ii) the Seriies 1992 Bonds are required to be tendered for purchase five Business Days prior to the date such Letter of Credit is to terminate. Upon such an occurrence, the Series 1992 Bonds shall be subject to mandatory purchase on the fifth Business Days prior to the date such Letter of Credit is to terminate, and payment of the Purchase Price of such Series 1992 Bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day Section 3.6. Bond Fornts. The form of all Series 1992 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 1992 Bonds on the initial delivery thereof, and shall be, respectively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this 1992 Ordinance, to-wit. 17 O~~fC~A,~ ~OR~ CITY S~C~~~~~RY ~T. ~ORiO, TfX. SIXTEENTH SUPPLEMENTAL ORDINANCE (FORM OF BOND UNIT PRICING MODE) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND SERIES 1992 DATED• SEPTEMBER 1, 1990 THIS BOND IS SUBJECT TO MANDATORY TENDER FOR PURCHASE OR REDEMPTION AT THE TIMES AND IN THE MANNER SET FOR HEREIN AND MUST BE SO TENDERED OR WILL BE DEEMED TENDERED, WILL BE REPLACED AND WILL CEASE TO BE OUTSTANDING AND TO BEAR INTEREST UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN MATURITY DATE Registered Owner• Principal Amount. DATE OF AUTHENTICATION 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 on its scheduled maturity date shown above or, the date of its redemption prior to scheduled maturity, and to pay interest thereon at the rates determined as herein provided on each Interest Payment Date (as hereinafter defined) from the date of authentication if authenticated on an Interest Payment Date to which interest has been paid, or from the next succeeding Interest Payment Date if authenticated after a Record Date (as hereinafter defined) and before such Interest Payment Date, or from the last preceding Interest Payment Date to which interest has been paid (or the date of original delivery if no interest has been paid) until the principal or redemption price has been paid or provided for as aforesaid. 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 principal corporate trust office off Citibank, N.A., New York, New York, 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 th;e "Record Date," which is the day immediately 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 b. Agent/Registrar and the registered owner hereof with the risk and expense thereof to be bo "~ ~y ~~ta~~~w~ the registered owner In the event of anon-payment of interest on a scheduled Interest Pay ent a e, a CITY ~~~~f~~eRY Is Fte ~~RtN, t~~. SIXTEENTH SUPPLEMENTAL ORDINANCE new Record Date for such interest payment (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 a Business Day at least 15 days after the Special Record Date) shall be sent at least ten Business Days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each registered owner of a bond 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 AgentlRegistrar, solely from the revenues and other 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. * The bonds of this series are issuable in the denomination of $100;000 or any integral multiple.of $5,000 for any denomination in excess of $100,000 ("Authorized Denominations"). 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 neact succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close (a "Business Day"); and payment on such date shall have the same force and effect as if made on the original date payment was due. * Initially this series of bonds shall bear interest from and including the date of initial authentication and delivery in the Unit Pricing Mode and shall continue to bear interest in the Unit Pricing Mode unless converted to a Fixed Rate Mode, except that the Bank Bond Rate shall apply to the Bank Bonds for each day from and including the date such bond becomes a Bank Bond to, but not including, the date such bond is paid in full or is remarketed. When in the Unit Pricing Mode or when the Bank Rate is in effect, interest shall be calculated on the basis of a 365/366 day year, as the case may be, for the actual number of days elapsed. During the Unit Pricing Mode the interest rates contained in the records of the Paying Agent/Registrar shall be conclusive and binding on the registered owners of the bonds of this series and no interest rate shall exceed the Maximum Rate. * Interest Periods in a Unit Pricing Mode shall be of such duration ending on a day next preceding a Business Day or the Maturity Date, as the Authorized Representative in consultation with the Remarketing Agent shall determine. In making the determinations with respect to Interest Periods, on each Rate Determination Date for any bond, the Authorized Representative in consultation with the Remarketing Agent shall select for each such bond then subject to such adjustment the Interest Period which would result in the Remarketing Agent being able to remarket such bond at par in the secondary market at the lowest interest rate then available and for the longest Interest Period available at such rate, provided that if on any Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent determines that current or anticipated future market conditions or anticipated future events are such that a different Interest Period would result in a lower average interest cost on such bond, then the Authorized Representative in consultation with the Remarketing Agent shall select the Interest Period which in its judgment would permit such bond to achieve such lower average interest cost; provided, however, that if the Remarketing Agent has received notice from the Cities that the bonds are to be changed from the Unit Pricing Mode to the Fixed Rate Mode or one or more bonds are to be purchased in accordance with a mandatory tender, the Authorized Representative shall, with respect to such bond or bonds, select Interest Periods which do not extend beyond the Mode Change Date or the Mandatory Purchase Date. On or after 4:00 p.m. on the Business Day next preceding each Rate Determination Date for bonds in the Unit Pricing Mode, any registered owner of such bonds may telephone the Remarketing Agent and receive notice of the anticipated next Interest Period(s) and the anticipated interest rate(s) for such Interest Period(s). The registered owner of a bond in a Unit Pricing Mode may continue as the registered owner of such bond during the next Interest Period, unless such registered owner has received notice of an optimal redemption with respect to all or a portion thereof, if the registered owner, gives telephonic notice to ~~.B.emarketing Agent by 4:00 p.m. on the Business Day next preceding the Rate Determination Date (~~'"'~r be irrevocable). To receive payment of the Purchase Price, the registered owner of any bite ~~ Pricing Mode must present such bond to the Paying Agent/Registrar, by 12:30 p ~t~ ~ ®~ I f ~~, ef1 SIXTEENTH SUPPLEMENTAL ORDINANCE Determination Date, in which case, the Paying Agent/Registrar shall pay the Purchase Price to such registered owner by the close of business on the same day By 12:00 noon on each Rate Determination Date, the Authorized Representative in consultation with the Remarketing Agent shall, with respect to each bond in the Unit Pricing Mode which is subject to adjustment on such date, determine the Interest rate(s) for the Interest Periods then selected for such bond. Interest Payment Date means with respect to a bond in the Unit Pricing Mode (a) in the case of an Interest Period of 180 days or less, the Purchase Date, and (b) in the case of an Interest Period of 181 days or more, each May 1 and November 1 and the Purchase Date. s Presentation of bonds in the Unit Pricing Mode shall be requirod, whether or not the registered owner has elected to retain the bond (or the next Interest Period, in order to permit the Paying Agent/Registrar to note on the bond the next Interest Period, the applicable Interest rate and the applicable Purchase Date; provided, however, if the registered owner has not elected to retain such bonds on such Rate Determination Date as described above, such bonds subject to purchase shall be deemed tendered and cancelled and interest shall cease to accrue on such bonds regardless of whether any such bond is presented to the Paying Agent/Registrar. s By acceptance of any bond, the registered owner thereof shall be deemed to have agreed, during each Interest Period to the interest rate, Interest Period and Purchase Date then applicable thereto and to have further agreed (unless the registered owner duly waives such sale as prrnrided in the preceding paragraph) to tender such bond to the Paying Agent/Registrar for purchase on the Purchase Date at the Purchase Price. Such registered owner further acknowledges that if funds for such purchase are on deposit with the Paying Agent/Registrar on such Purchase Date, such registered owner shall have no rights under the 1968 Ordinance older than to receive the payment of such Purchase Price and Wat interest shall cease to accrue to such registered owner on such Purchase Date. # Mandatory Redemption Due to Default Under Reimbursement Agreement All bonds other than Bank- Owned Bonds shall be subject to mandatory redemption at a redemption price equal to the principal amount thereof, plus accrued interest, if any, (i) if the Paying Agent/Registrar receives a notice from the Bank in writing not later than the close of business on the tenth (10th) day (or if such tenth day is not a Business Day, the next succeeding Business Day) after the day on which a drawing was made under the Letter of Credit to pay interest on such bonds, that the interest portion of the Letter of Credit will not be reinstated as provided in the Letter of Credit or (ii) if the Paying Agent/Registrar receives a written notice from the Bank that an Event of Default, as defined in the Reimbursement Agreement, has occurred and is continuing and the Bank has exercised its option to terminate the Letter of Credit. Such bonds subject to mandatory redemption shall be redeemed on the Redemption Date specified by the Bank in such written notice (or if such date is not a Business Day, the next succeeding Business Day). Such Redemption Date shall be not more than fifteen (15) nor less than ten (10) days after the date such notice is given and not less than five (5) Business Days before the date the Letter of Credit is to be terminated. Bonds redeemed pursuant hereto shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar, in New York, New York, at or before 12:00 noon on the Redemption Date, and payment of the Redemption Price shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on.tihe Redemption Date. The Paying Agent/Registrar shall give notice as soon as practicable by United States Mail to all registered owners after receipt by the Paying Agent/Registrar of such notice stating from the Bank (i) the mandatory redemption; (ii) the Redemption Date; (iii) the Redemption Price; (iv) that bonds must be surrendered to collect the Redemption Price; (v) that the Letter of Credit will terminate on the date specified in such notice; (vi) that interest on such. bonds will cease to accrue to such registered owner and such registered owner will be entitled only to the Redemption Price on the Redemption Date. Optional Redemption of Unit Pricing Bonds. Bonds in the Unit Pricing Mode are not subject to optional redemption prior to their respective Purchase Dates. Bonds in the Unit Pricing Mode shal ~t~r----~--~•>. redemption at the option of the Cities on their respective Purchase Dates at a redemption ~ 1 t¢~~0 Ci~Y ~~~~~~~ R~ ! 20 ~~. o~r9 ~~~. SIXTEENTH SUPPLEMENTAL ORDINANCE the principal amount thereof, which must be made with Seasoned Funds or by drawing on the Letter of Credit. * At least thirty (30) days before the date fixed for .any such redemption, other than a mandatory redemption as a result of a default under the Reimbursement Agreement, 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 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 Authorized Denominations 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. * Mandatory Purchase nt End of Unit Pricing Rate Periods. Each bond in the Unit Pricing Mode shall be subject to mandatory purchase on the Purchase Date for the currernt Interest Period at the Purchase Price or provided that the registered owners of such bonds may elect to retain such Bonds unless a notice of optimal redemption has been given with respect thereto. Bonds purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on such Business Day, and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on such Business Day No notice of such mandatory tender shall be given to the registered owners. * Mandatory Purchase on Mode Change Date. Bonds to be changed to Fixed Rate Mode from the Unit Pricing Mode are subject to mandatory purchase on the Mode Change Date at the Purchase Price or provided that the registered owners of such Bonds may elect to retainn such Bonds. Bonds purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New York, at or before 12:00 noon on the Mode Change Date and payment of the Purchase Price shall be made by wire transfer in immediately available funds by the close of business on the Mode Change Date. The Paying Agent/Registrar shall give notice of such mandatory tender as part of the Mode Change Notice. * Mandatory Purchase Upon Substitution of Alternate Letter of Credit. In the event that on or prior to the forty-fifth (45th) day next preceding the Substitution Date, the Cities have failed to deliver to the Paying Agent/Registrar aRating Confirmation Notice in connection with the delivery of an Alternate Letter of Credit, the Paying Agent/Registrar, no later than the thirtieth (30th) day next preceding the Substitution Tender Date, shall give notice to the registered owners the Remarketing Agent, the Board and the Bank stating that (i) the Letter of Credit is being replaced by an Alternate Letter of Credit; (ii) the Rating Confirmation Notice has not been received, (iii) the rating on the bonds is expected to be reduced or withdrawn, if applicable; and (iv) the bonds are required to be tendered for purchase (specifying the date and the procedures to be followed to exercise such registered owner's right to retain such registered owner's bonds). Upon such an occurrence, the bonds shall be subject to mandatory purchase on the Substitution Tender Date, unless the registered owner directs that such bonds not be purchased as provided in Section 6.9 Bonds so purchased pursuant to this Section shall be delivered by the registered owners (with all necessary endorsements) to the office of the Paying Agent/Registrar in New York, New Yorlc,a or before 12:00 noon on such Business Day, and payment of the Purchase Price of such bonds shall ~~~ transfer in immediately available funds by the Paying Agent/Registrar Iby the close of u s Business Day ~~.~ ~~~~~~~aRY AP SIXTEENTH SUPPLEMENTAL ORDINANCE * Mandatory Purchase Upon Termination of Letter of Credit. In the event that on or prior to the forty- fifth (45th) day next preceding the termination of the Letter of Credit by its terms, the Cities have failed to deliver to the Paying Agent/Registrar an Alternate Letter of Credit or renewal of the of Credit extending the term thereof unless a Mode Change Date has been established at or prior to the fifth business day prior to such termination date, the Paying Agent/Registrar, no later than the tfiirty-fifth (35th) day next preceding such termination date, shall give notice to the registered owners, the Cities and the Board stating that (i) the Letter of Credit will terminate indicating the date and (ii) the boncis are required to be tendered for purchase five Business Days prior to the date such Letter of Credit is to terminate. Upon such an occurrence, the bonds shall be subject to mandatory purchase on the five Business Days prior to the date such Letter of Credit is to terminate, and payment of the Purchase Price of such bonds shall be made by wire transfer in immediately available funds by the Paying Agent/Registrar by the close of business on such Business Day * The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. * This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $34,170,000, issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Sixteenth Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. Capitalized terms used herein which are not defined have the means set forth in the Sixteenth Supplemental Ordinance. For the purpose of providing for and securing the payment of the Borids 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 mentioned next below The lien on the revenues securing this series of bonds and the Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds." Referernce 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 registered owners of said bonds, to all the provisions of which the registered owner hereof by the acceptance of this bond assents and agrees. * Provision has also been made for a direct pay Letter of Credit to additionally secure the bonds of this series. * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/llths of the total amount thereof, and in the case of Fort Worth 4/llths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and 22 SIXTEENTH SUPPLEMENTAL ORDINANCE 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 tine parity Bonds from time to time outstanding thereunder as the same shall become due and payable and 1:o 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 adlditional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect [he 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. * As provided in the Sixteenth 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 imay be, having the same maturity date, and bearing interest at the same rate, in any Authorized Denominations 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 Authorized Denominations to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond 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 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 Sixteenth Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. * By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. t is hereby certified and recited that all acts and things required by the Constit a~~~~ State of Texas to be done, to exist and to be performed precedent to and in the issua ~~~~ , bdir~'-t, the series of which it is one have been done, do exist and have been performed ass r uir ~~y ~~~~~~~~~~ SIXTEENTH 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 (:ity 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, countersignexi by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney COUNTERSIGNED• Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED• City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond; and that this bond has been issued 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. Paying Agent/Registrar By Authorized Signature 24 SIXTEENTH SUPPLEMENTAL ORDINANCE * FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or type name and address, including zip code of Transferee) the. within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated. Signature Guaranteed. NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company or trust company *1f to be on reverse of bond NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, wit.houi alteration or enlargement or any change whatsoever L1 O~F~C~A~ ~~C~~~ ~~~~ w~~q`~T~~p~~~ 1 c IYYy 86.~. 25 SIXTEENTH SUPPLEMENTAL ORDINANCE ' ** (FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE OF COMPTROLLER STATE OF TEXAS RE~3ISTER 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 b!y 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) **tf not to be on bond RATE DETERMINATION INTEREST PURCHASE AUTHORIZED DATE RATE DATE OFFICER OFF~C3~~. ~~F~ORD CITY ~FC~Fr~~~Y ~ FT. 11D, ~fX. 26 SIXTEENTH SUPPLEMENTAL ORDINANCE (FORM OF BOND FIXED RATE MODE) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND SERIES 1992 MATURITY DATE INTEREST RATE MODE CHANGE 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 taws 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, 1`rom the mode change date of this bond 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 the immediately succeeding May 1 or November 1 (the "Initial Payment ]Date"), and semiannually on each November 1 and May 1 thereafter, except that if the Paying Agent/Repistrar's Authentication Certificate appearing on the face of this bond is dated later than the Initial Payment Date, 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 principal corporate trust office of Citibank, N.A., New York, New York, 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 registered owner hereof with the risk and expense thereof to be borne solely by the registered owner 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 registered owner 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 hereina the amounts required to provide for the payment, in immediately available funds, lo~ ~~~cid~ interest on the bonds, when due. iy ~u CITY 5~~~~~~~Y 27 t{ ~e 0716~'S9~giq l ~~~ SIXTEENTH 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 wfiere 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 maturing November 1, 2002 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1993 through 2000, 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 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, arnd 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 a:ny 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. * 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 $34,170,000, issued by the Cities for the purpose of refunding certain of the Bonds previously %ssued and outstanding pursuant to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Sixteenth 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 mentioned next below The lien on the revenues securing this series of bonds and the Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds." 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 pledl;ed to the payment o e interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature of""'--~-~ the security thereof, a statement of the rights, duties and obligations of each of the Cities, r p t ,~he~-~~0~0 -._... SIXTEENTH SUPPLEMENTAL ORDINANCE rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the registered owners of said bonds, to all the provisions of which the registered ownec hereof by the acceptance of this bond assents and agrees. * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/llths of the total amount thereof, and in the case of Fort Worth 4/llths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and Ito 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 Sixteenth Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment .printed or endorsed on this bond 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 preced e-tote,-~~P*_~~P .,,,,e.;,. of such privilege. In any circumstance, neither the Cities nor the Paying Agent/Registra ~eq ~~ ~ to transfer or exchange any bonds selected for redemption when such redemption is hedu ~d'o C~~'Y ~~CE~,~RY ;~ SIXTEENTH SUPPLEMENTAL ORDINANCE within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the registered owner 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 Sixteenth Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. " By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. It is hereby certified and recited that all acts and things required b;y the Constitution and laws of the State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile .seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City 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 its City Attorney COUNTERSIGNED: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED- City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY- City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas C~T~ S~~b~~x~RY ~~. ~~T ~~~'. , ~ _.. SIXTEENTH SUPPLEMENTAL ORDINANCE FORM OF PAYING AGENT/REGISTRAR'S AUTHENTIC;ATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATICDN 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 CJeneral 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 or trust company :¶ to be on reverse of bond NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change w+hatsoever 31 ~~~Y ~~C~~.~~R~ ~~. ~~, TAX. ~~~~C~~~ ~~~~R~ SIXTEENTH 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) **1f not to be on bond Section 3.7 ReniarketingAgent. The Cities hereby appoint the Remarketing Agent to remarket Series 1992 Bonds, and to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Bank, the Cities, the Board and the Paying Agent/Registrar at all reasonable times. The Remarketing Agent may resign or be discharged in accordance with the provisions of the Remarketing Agreement. Any successor Remarketing Agent shall be selected by the Board and shall be a member of the National Association of Securities Dealers, Inc., shall have a capitalization of at least fifteen million dollars ($15,000,000), and shall be authorized by law to perform all the duties set forth in this 1992 Ordinance and the Remarketing Agree;ment. When a Letter of Credit is in effect and so long as the Bank has not wrongfully dishonored a draw on the Letter of Credit, the Board shall obtain the Bank's consent to the appointment of such successor Remarketing Agent, which wnsent may be withheld only for reasons related to the successor's credit and which shall not be unreasonably withheld (provided that the ,Bank shall be under no liability by reasons of giving or withholding such consent). ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE Q;~F~~~ ~Q,~ AND DELIVERY OF SERIES 1992 BONDS ~~~.~ ~~~~T~~Y Section 41 Method of Execution. Each of the Series 1992 Bonds shall be signed ex~nr~. behalf of the City of Dallas by the facsimile signature of its Mayor and countersigned br.t4te ale 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 1992 Bonds shall be signed and executed on behalf of the City of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary; the same shall be approved as to form and legality by the facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or 32 SIXTEENTH SUPPLEMENTAL ORDINANCE lithographed upon each bond. All facsimile signatures placed upon the Series 1992 Bonds shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.T C.S., as amended. Section 4 2. Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1992 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman and officers and employees of the Board and of thc; 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 State Comptroller of Public Accounts. Upon registration of the Series 1992 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 1992 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 provision for holding the initial Series 1992 Bonds with the Paying Agent/Registrar pending their delivery to make such agreements with the purchasers of said bonds as may be necessary to assure that the same will be deliverE;d to such purchasers in accordance with the terms of sale. Section 4.3. The Sa/e of the Bonds. The Series 1992 Bonds are ;hereby sold pursuant to a forward purchase arrangement in accordance with law and the terms and conditions of a Forward Purchase Agreement, the execution and delivery of which is being separately authorized by an ordinance adopted concurrently herewith, at a price equal to the principal amount of the Series 1992 Bonds. The initial Series 1992 Bonds shall be registered in the name of Merrill Lynch Capital Markets. The initial Interest Period shall commence on March 25, 1992 and end on March 26, 1992 and the Interest Rate during the initial Interest Period shall be six percent (6%). ARTICLE V DISPOSITION OF BOND PROCEEDS, APPROVAL OF' CREDIT AGREEMENTS Section S 1 Disposition of Bond Proceeds. The proceeds from the sale of the Series 1992 Bonds, together with available funds herein provided, shall be applied as follows: To NCNB Texas National Bank, as paying agent for the Refunded Bonds and as Escrow Agent under the Dallas-Fort Worth Regional Airport Series 1992 Special Escrow Futtd created and established with said bank in accordance with the terms of the Dallas-Fort Worth Regional Airport Series 1992 Escrow Agreement dated October 10, 1990 (the "Escrow Agreement") (i) front the Interest and Sinking Fund an amount representing amounts on deposit therein equal to the interest accruing from November 1, 1991 to May 1, 1992 (ii) the proceeds of the Series 1992 Bonds which amount will be sufficient to provide for the payment of principal of, and premium coming due on the Refunded Bonds on May 1, 1992; and (iii) from the Operating Revenue and Expense Fund an amount representing the Paying Agent charges on the Refunded Bonds with respect to the payment of interest on the Refunded Bonds on May 1, 1992 and the redemption of such Bonds on said date. Section 5.2 Approval of Credit Agreentents. The Remarketing Agreement and the Master Interest Exchange Agreement, including each supplement thereto relating to the Series 1992 Bonds, in substantially the forms approved by the Board and forwarded to the Cities for authorization and approval with such changes thereto as shall be approved by the general counsel to the Board are hereby authorized and approved by the Cities and the Board shall submit such credit agreements to the Attorney General of the State of Texas for approval in accordance with Article 717q V.A.T C.S, as amended. Any amounts due and owing by the Board under the Master Interest Exchange Agreement and any related Rate Swap Transaction 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 priority estabblished by Sectio 3 of the 1968 Ordinance. 33 r~~~Yp~p S~"~'E~~RY E ~0 6'6' ~ 0 ~pq ~~/f• SIXTEENTH SUPPLEMENTAL ORDINANCE ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUrfD Section 6.1 Adoption. The Series 1992 Bonds authorized hereby are parity "Refunding Bonds" as the term is defined herein and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this 1992 Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 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 1992 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 1992 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 1992 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, and the 198'7 Ordlinance, so long as any of the Series 1992 Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amount of the accrued interest, if any, received from the purchasers of the Series 1992 Bonds) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund. A. so long as the Series 1992 Bonds are in a Unit Pricing Mode, beginning on March 25, 1992, or as soon thereafter as is practicable and as of April 1, 1992 and each month thereafter in monthly installments an amount estimated to be necessary to provide the amount of interest to become due on the Series 1992 Bonds on all Interest Payment Dates and estimated to accrue during the next succeeding month if the Series 1992 Bonds become Fixed Rate Bonds equal monthly transfers shall be made to be able to pay the amount of interest due on the next semi-annual Interest Payment Date; B. beginning on October 1, 1992, and on the first day of each month thereafter through September 1, 2002 for each twelve-month period ending September 30, 1/12 of the amounts indicated, as follows. 1993 $2,580,000 1999 $4,280,000 1994 2,875,000 2000 4,750,000 1995 2,995,000 2001 -0- 1996 3,255,000 2002 5,860,000 1997 3,615,000 1998 3,960,000 If the Series 1992 Bonds are in the Fixed Rate Mode, the sinking fund payments required by this sub-paragraph B may be used to purchase Series 1992 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 by lot or to pay at final maturity, on November 1 in each of the years 1993 through 2002, both inclusive, the Series 1992 Bonds maturing on November 1, 2002, 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 B will produce a surplus in the Interest and Sinki ~--~""'" at maturity of the Series 1992 Bonds, the annual sinking fund payments required by this s h fo`~C~~ on account of the Series 1992 Bonds may be reduced in approximately equal amounts. I~ any ' 34 C@TY SECRE'~ARY F~. WORTR, T.X. SIXTEENTH SUPPLEMENTAL ORDINANCE portion of such period the Series 1992 Bonds are in the Unit Pricing Mode such amounts shall be applied on Purchase Dates to the purchase of Series 1992 Bonds as provided in Section 3.5. C. at any time Series 1992 Bonds are in a Unit Pricing Mode and become Bank-Owned Bonds such transfers shall be made monthly as are required by the Reimbursement Agreement. Section 6.4 Establishment of Special Accounts. There is hereby established within the Interest and Sinking Fund two special accounts the "1992 Interest Account" and the "1992 Principal Amount" which shall be maintained so long as the Series 1992 Bonds are in the Unit Pricing Mode and so long as the Letter of Credit and Reimbursement Agreement are in effect. While such accounts are in existence the amounts required to be deposited to the Interest and Sinking Fund by Section 6.3 hereof shall be placed in the appropriate account and shall be withdrawn and used to reimburse the Bank for draws on the Letter of Credit for interest and principal as contemplated by Section 6.5 hereof. Section 6.5 Letter of Credit Draws; Alternate Letter of Credit; Letter of Credit Account. A. During the Unit Pricing Mode the Paying Agent/Registrar, on the third Business Day of each calendar month and on .the Business Day preceding a Principal Payment Date by telex, telecopy or telegraphic demand given before 4:00 p.m. on such day, shall draw on the Letter of Credit in accordance with the terms thereof so as to receive thereunder by 1:00 p.m. on the next Business Day of such calendar month or the Principal Payment Date an amount equal to the amount of interest accrued on such Unit Pricing Bonds during the previous calendar month whether or not paid or due and payable or the amount of interest payable on the Series 1992 Bonds on such Principal Payment Date. During the Unit Pricing Mode the Paying Agent/Registrar, on the Business Day next preceding any Purchase Date or Mandatory Purchase Date, shall draw on the Letter of Credit in accordance therewith an amount equal to the interest coming due on such Purchase Date or Mandatory Purchase Date which the Paying Agent/Registrar determines is necessary to pay interest on such date after taking into consideration amounts available for such purpose in the Interest Reserve Fund. The proceeds of such draw shall be deposited in the Interest Reserve Fund. B. While the Letter of Credit is in effect, on the Business Day preceding each Principal Payment Date, the Paying Agent/Registrar shall draw on the Letter of Credit by 4:00 p.m. on such day in accordance with the terms thereof so as to receive thereunder by 1:00 p:m. on such Frincipal Payment Date, an amount, in immediately available funds, sufficient to enable the Paying Agent/Registrar to pay principal then payable on the Series 1992 Bonds, whether at maturity or redemption , in connection therewith. The proceeds of such draw shall be deposited in the 1992 Letter of Credit Account hereby created and established with the Paying Agent/Registrar C. On each Purchase Date or Mandatory Purchase Date, as the case may be, the Paying Agent/Registrar, by telex, telecopy or telegraphic demand give before I:00 p.m., shall draw on the Letter of Credit in accordance with the terms thereof so as to receive thereunder by 4:00 p.m. on such date an amount, in immediately available funds, sufficient, together with the proceeds of the remarketing of the Series 1992 Bonds, notice of the receipt of which was given the Paying Agent/Registrar by the Remarketing Agent, on such date, to enable the Paying Agent/Registrar to pay the Purchase Price in connection therewith. The proceeds of such draw shall be paid to the Paying Agent/Registrar, who shall deposit said proceeds in the 1992 Letter of Credit Purchase Account. D Notwithstanding the foregoing previous Section, the Paying Agent/Registrar shall not draw on the Letter of Credit with respect to any payments due or made in connection with Bank-Owned Bonds. E. If at any time there shall have been delivered to the Paying Agent/Registrar (i) an Alternate Letter of Credit in substitution for the Letter of Credit then in effect, (ii) a Favorable Opinion of Bond Counsel, (iii) a Rating Confirmation Notice from Moody's, if the Series 1992 Bonds are rated by Moody's, and S&P, if the Bonds are rated by S&P, or a statement from the Authorized Representative to the effect no Rating Confirmation Notice(s) will be obtained and (iv) written evidence satisfactory to the Bank of the provision for purchase from the Bank of all Bank-Owned Bonds, at a price equal to the principal amount thereof plus accrued and unpaid interest, and payment of all amounts due it under the Reimburseme ~"-m`~m~ or before the effective date of such Alternate Letter of Credit, then the Paying Agent/Regi~t ~ 35 c~r~~a~/~~c~cT~Rr ~~. Y'V &~Yi d ®9y ~6/9e 'R SIXTEENTH SUPPLEMENTAL ORDINANCE such Alternate Letter of Credit on the Substitution Tender Date and shhall surrender the Letter of Credit then in effect to the Bank of the fifth business Day after the Substitution Tender Date. The Cities shall give the Paying Agent/Registrar and the Bank written notice of the proposed substitution of an Alternate Letter of Credit for the Letter of Credit then in effect no less than, forty-five (45) days prior to the proposed Substitution Date. F The Paying Agent/Registrar shall not sell, assign or otherwise transfer the Letter of Credit, except to a successor Paying Agent/Registrar hereunder and in accordance with the terms of the Letter of Credit and this 1992 Ordinance. G When the Letter of Credit is in effect, money in the Letter oI' Credit Account shall be used and withdrawn by the Paying Agent/Registrar on each Interest Payment Date, each Principal Payment Date and each Redemption Date to pay the principal of the Bonds (whether at maturity or redemption). Amounts in the Letter of Credit Account shall be held invested in Government Obligations maturing no later than the date such funds will be needed to pay the principal of and premium, if any, and interest on the Series 1992 Bonds, and shall be held separate and apart from all other Funds and accounts. H. There is hereby established and the Paying Agent/Registrar will hold and maintain, so long as the Letter of Credit is in effect and the Bonds are in the Unit Pricing Mode the Interest Reserve Fund. The Paying Agent/Registrar shall deposit in the Interest Reserve Fund amounts received from the Special Contingency Reserve Fund which, on March 25, 1992, will constitute Seasoned Funds in an amount equal to the Interest Reserve Fund Requirement. Additionally, the Paying Agent/Registrar shall deposit, or cause to be deposited, in the Interest Reserve Fund the proceeds of all draws made on the Letter of Credit pursuant to paragraph (A) of this Section 6.5. When the Bonds are in the Unit Pricing Mode ,the Paying Agent/Registrar shall apply amounts on deposit in the Interest Reserve Fund on each Interest Payment Date, Principal Payment Date, Purchase Date or Mandatory Purchase Date to the payment of interest due and payable on Series 1992 Bonds. Upon a Mode Change Date, moneys on deposit in the Interest Reserve Fund shall be transferred from the Interest Reserve Fund to the Special Contingency Reserve Fund; provided, however, that there shall not be transferred moneys on deposit in the Interest Reserve Fund which represent interest actually accrued but not yet payable. Any moneys held by the Paying Agent/Registrar in the Interest Reserve Fund shall be held invested in Government Obligations with maturity periods not longer than such period(s) as will make such moneys available when needed. Such moneys shall be held separate and apart from all other Funds and accounts. Section 6.6. 1992 Purchase Fund. There is hereby established and there shall be maintained with the Paying Agent/Registrar, a separate fund to be known as the "1992 Purchase Fund." The Paying Agent/Registrar shall further establish a separate account within the 1992 Purchase Fund to be known as the "1992 Letter of Credit Purchase Account' and a separate account within the 1992 Purchase Fund to be known as the "1992 Remarketing Proceeds Account." (i) 1992 Remarketing Proceeds Account Upon receipt of the proceeds of a remarketing of Series 1992 Bonds on a Purchase Date or Mandatory Purchase Date, the Paying Agent/Registrar shall deposit such proceeds in the 1992 Remarketing Proceeds Account for application t.o the Purchase Price of the Series 1992 Bonds. Notwithstanding the foregoing, upon the receipt of the proceeds of a remarketing of Bank- Owned Bonds, the Paying Agent/Registrar shall immediately pay such ;proceeds to the Bank to the extent of any amount owing to the Bank. (ii) 1992 Letter of Credit Purchase Account Upon receipt olf the immediately available funds transferred to the Paying Agent/Registrar pursuant to Section 6.5(C) hereof, the Paying Agent/Registrar shall deposit such money in the 1992 Letter of Credit Purchase Account for application to the Purchase Price of the Series 1992 Bonds to the extent that the moneys on deposit in the 1992 Rem~rketing,Proceeds Account shall not be sufficient. Any amounts deposited in the Letter of Credit Purchas ~an~~~ ~~~ 5~~~T~R~ 36 ~T ~~T~4 Tea a SIXTEENTH SUPPLEMENTAL ORDINANCE needed with respect to any Purchase Date or Mandatory Purchase Date for the payment of the Purchase Price for any Series 1992 Bonds shall be immediately returned to the Bank. Amounts held in the 1992 Letter of Credit Purchase Account and the 1992 Remarketing Proceeds Account by the Paying Agent/Registrar shall be held uninvested and separate and apart from all other funds and accounts. Section 6.7 Source of Funds for Purchase of Series 1992 Bonds. By the close of business on the Purchase Date or the Mandatory Purchase Date, as the case may be„ the Paying Agent/Registrar shall purchase tendered Series 1992 Bonds from the Owners at the Purchase Price. Funds for the payment of such Purchase Price shall be derived solely from the following sources in the order of priority indicated and the Paying Agent/Registrar shall not be obligated to provide funds from any other source: (i) immediately available funds on deposit in the 1992 Remarketing Proceeds Account; and (ii) immediately available funds on deposit in the 1992 Letter of Credit Purchase Account. Section 6.8. Delivery of Series 1992 Bonds and Undelivered Series 1992 Bonds On each Purchase Date or Mandatory Purchase Date, as the case may be, the Series 1992 Bonds shall be delivered as follows. (a) Series 1992 Bonds sold by the Remarketing Agent shall be delivered by the Remarketing Agent to the purchasers of those Series 1992 Bonds by 3:00 p.m., and (b) Series 1992 Bonds purchased by the Paying Agent/Registr-r with moneys described in Section 6.7(ii) shall be registered immediately in the name of the Bank or its nominee on or before 1.30 p.m. If Series 1992 Bonds to be purchased are not delivered by the Owners to the Paying Agent/Registrar by 12:00 noon on the Purchase Date or the Mandatory Purchase Date, as the case may be, the Paying Agent/Registrar shall hold any funds received for the purchase of those Series 1992 Bonds in trust in a separate account and shall pay such funds to the former Owners of the Series 1992 Bonds upon presentation of the Series 1992 Bonds. Such undelivered Series 1992 Bonds shall cease to accrue interest as to the former Owners on the Purchase Date or the Mandatory Purchase Date, as the case may be, and moneys representing the Purchase Price shall be available against delivery of those Series 1992 Bonds at the Principal Office of the Paying Agent/Registrar The Paying Agent/Registrar shall authenticate a replacement Series 1992 Bond for any undelivered Series 1992 Bond which may then be remarketed by the Remarketing Agent. Section 6.9 Owner's Election to Retain. The Owner of a Serie.5 1992 Bond subject to mandatory purchase pursuant to Sections 3.5 F, G and H may elect to retain such Series 1992 Bond (or a portion thereof) after the Mandatory Purchase Date in the following manner (a) If such Series 1992 Bond is in the Unit Pricing Mode and is subject to mandatory purchase at the end of a Unit Pricing Period pursuant to Section 3.5(F) as described in Section 3.3(B), the Owner may elect to retain such Series 1992 Bond for an additional Interest Period by giving electronic notice of such election to the Remarketing Agent by 4:00 p.m. on the Business Day next preceding the Purchase Date for such Series 1992 Bonds, unless such Series 1992 Bond is to be redeemed on such date or if such date is also a Mode Change Date or a Substitution Tender Date. (b) If the Series 1992 Bond is subject to mandatory purchase on a Mode Change Date, the Owner of such Series 1992 Bond may elect to retain such Series 1992 Bond (or portion thereof) by giving an irrevocable written notice to the Paying Agent/Registrar prior to 4:00 p.m. on the fifteenth (15th) day preceding the Mode Change Date which shall (i) state that the person delivering the notice is an Owner, (ii) specify the numbers and denominations of Series 1992 Bonds (or portions thereof) to be retained, (iii) acknowledge that such Owner has received the Mode Change Notice, and (iv) direct th~eA Paying Agent/Registrar not to purchase the Series 1992 Bond (or portion thereof) so specified,( ~,i-" + ~r~~Q~ COY ~~G~~~ARY 37 SIXTEENTH SUPPLEMENTAL ORDINANCE (c) If the Series 1992 Bond is subject to mandatory purchase pursuant to a Substitution of Alternate Letter of Credit, the Owner of such Series 1992 Bond may elect to retain such Bond (or portion thereof) by giving an irrevocable written notice to the Paying Agent/Registrar prior to 4:00 p.m. on the fifth (5th) Business Day preceding the Substitution Tender Date which shall (i) state that the person delivering the notice is an Owner, (ii) specify the numbers and denominations of Series 1992 Bonds (or portions thereof) to be retained, and (iii) acknowledge that the Owner has received notice of the events leading to the mandatory purchase and understands that the rating on the Series 1992 Bonds is expected to be lowered, if applicable, and that the prior Bank will have no further liability on the Series 1992 Bonds after the Substitution Tender Date; and (d) Any such notice delivered to the Paying Agent/Registrar shall be irrevocable and binding upon the Owner delivering the notice and upon subsequent Owners of such Series 1992 Bonds, including any Series 1992 Bonds issued in exchange therefor or upon transfer thereof; provided that the Series 1992 Bond or portion thereof retained, and the portion thereof to be purchased if only a portion is retained, shall be in an amount equal to an Authorized Denomination for the Mode applicable to such Series 1992 Bond after such Mandatory Purchase Date. Not later than 11:00 a.m. on the Business Day following the receipt of an irrevocable written notice of an election described in subsection (b) or (c) of this Section, the Paying Agent/Registrar shall notify the Remarketing Agent by Electronic Means of the principal amount of the Series 1992 Bonds to be retained and shall promptly thereafter mail to the Remarketing Agent a copy of such notice. Section 610. Transfers to Paying Agent/Registrar While the Series 1992 Bonds are in the Fixed Rate Mode, the Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1992 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 Use of Bond Proceeds. A. The Cities covenant to and with the purchasers of the Series 1992 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the purchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or any regulations or rulings pertaining thereto; and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 148 and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds Writhin the meaning of the aforesaid Section 148, or any regulations or rulings pertaining thereto. The Cities further covenant to comply with the requirements of Sections 148(d) and 148(f) of the Code including restrictions on reserve fund investments and limitations on investments in nonpurpose obligations and the requirement of such Section that certain earnings on nonpurpose obligations be paid to the United States. B. The Cities covenant to and with the purchasers of the Series 1992 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which would cause the interest to be paid on the Series 1992 Bonds to not be exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions except possibly as provided by Section 147(a) of said Code, with respect to any Series 1992 Bond for any period during which such Bond is held by a person who is a substantial user of the facilities financed or refinanced with the pr 1992 Bonds, or by a "related person" as defined in the applicable provisions of the C~6?vl"F16af~1. ~~~Q~~ 38 C~~Y S~C~~'T~RY ~~, ~f n• SIXTEENTH SUPPLEMENTAL ORDINANCE C. The Cities covenant to and with the purchasers of the Series 1992 Bonds that the facilities financed or to be financed with the proceeds of the Refunded Bonds have or will have a remaining average reasonably expected economic life of at least 84 percent of the average maturity of the Series 1992 Bonds determined under Section 147(b) of the Code. Section 7.2. Covenant Not to Impair The Cities covenant that the Dallas-Fort Worth Regional Airport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1, 1981, the Passenger Service Special Facilities Agreement, dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement dated as of April 1, 1972, as amended as of October 1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Series 1992 Bonds. Section 7.3. Observance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Series 1992 Ordinance. Section 7 4 Damaged, Mutilated, Lost, Stolen or Destroyed Bonds. A. In the event any outstanding Series 1992 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 1992 Bond, in replacement for such Series 1992 Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1992 Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft or destruction of a Series 1992 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 1992 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 1992 Bond, as the case may be. In every case of damage or mutilation of a Series 1992 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1992 Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1992 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 1992 Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1992 Bond) instead of issuing a replacement Series 1992 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 1992 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 1992 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 1992 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1992 Ordinance equally and proportionately with any and all other Series 1992 Bonds duly issued under this 1992 Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T C.S., as amended, this Section of this 1992 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 1992 Ordinance for Series 1'992 Bonds issued in fer~ other Series 1992 Bonds. ~ ~~,~~~~~~ ~~Q~~ C~~Y`~ pS~E~~E~Q~a(~~ 39 ~jo yV~~Y~~~~ a IrLie ~:: ~~ -a ~:.s .^, SIXTEENTH SUPPLEMENTAL ORDINANCE ARTICLE VIII AMENDMENTS TO ORDINANCE This 1992 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 oaf the 1968 Ordinance. ARTICLE IX SEVERABILITY, REPEAL AND COUNTERPARTS Section 91 Ordinance Irrepealable. After any of the Series 1992 Bonds shall be issued, this 1992 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1992 Bonds from time to time outstanding, and this 1992 Ordinance shall be and remain irrepealabte until the Series 1992 Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made. Section 9 2: Severability. If any Section, paragraph, clause or provision of this 1992 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 1992 Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this 1992 Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3. Repea/er All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency 0~~~~~~ P~~g C&T~ ~~~€~~~'~RY ~T. ~Q~1~N, Tf~e I 40 ~f<:~ t.i IM SIXTEENTH SUPPLEMENTAL ORDINANCE ;{ ~ Section 9 4 Counterparts. This 1992 Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by etch City, the Ordinance shall be in full force and effect. APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL 'THIS OCTOBER 10, 1990. APPROVED AS TO FORM: Analeslie Muncy, City torney, City of Dallas, Texas PASSED OCTOBER 9, 1 f ayor', City of Fort Worth, Texas ~^~ ' (BEAC)H ~N ~ ~~~'~~~~~ ' ~= .'~ 4 T F ~,, ~.._ ' C Sect'etary,~' a City of Fort Worth, Texas APPROVED AS TO FO AND LEGALITY. City Attorney, City of Fort Worth, Texas OFF~~I~I ~E~O~ C~~Y ~FCE~';~RY FT. ~~~~t~, ~FX. 41 t i ,.. SIXTEENTH SUPPLEMENTAL ORDINANCE THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Robert S. Sloan, City Secretary of the City of Dallas, Texas, do hereby certify 1. That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, October 10, 1990, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 in the aggregate principal amount of $34,170,000 which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Texas Cv St. Article 6252-17, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this 10th day of October, 1990. =j (SEAL,) ~ "''°. :«.. .n,. f ;~ ;THE' fSTATE~ OF ~,_ `BOUNTY OF T ~.. I~ City Secretary, City of Dallas, Texas TH City Secretary of the City of Fort Worth, Texas, do hereby certify 1. That the above and foregoing is a true and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on October 9, 1990, as same appears of record in the Office of the City Secretary, 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Texas C%v St. Article 6252-17, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this 9th day of October, 1990. -~, u , ~ (SEAL) ~.~ ~~~: ~ ~ ^~ ++~ . ~.... ^'_ City ecretary, City of Fort Worth, Texa Q~~d~~. ~~~~~~ C~~~ ~~~~~Tr~~~ „ ft. ~HTH, tf~e 42