HomeMy WebLinkAboutOrdinance 10686s {~.
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~`:~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
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SEVENTEENTH SUPPLEMENTAL
REGIONAL AIRPORT
CONCURRENT BOND ORDINANCE
Authorizing the Issuance of
DALLAS-FORT WORTH REGIONAL AIRPORT
JOINT REVENUE REFUNDING BONDS
Series 1994
Passed by
The City Councils of
THE CITY OF DALLAS, TEXAS
and
THE CITY OF FORT WORTH, TEXAS
October 9 and 10, 1990
CF~Y SEC~~~~RY .
Dated as of September 1, 1990 ~T' ~0~~~, t~~.
SEVENTEENTH SUPPLEMENTAL ORDINANCE
CITY OF DALLAS ORDINANCE
xo 2p758
CITY OF FORT WORTH ORDINANCE
NO /~6~6
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 1994, in the aggregate principal amount of $215,405,000, bearing interest in accordance with the
provisions herein specified, for the purpose of refunding $110,750,000 of Joint Revenue Bonds, Series 1984
maturing November 1, 1995 through November 1, 1997, both dates inclusive, November 1, 2004 and
November 1, 2012 and $99,400,000 of Joint Revenue Refunding Bonds, Series 1984A maturing November
1, 1995 through November 1, 1999, both dates inclusive, November 1, 2004 and November 1, 2012; 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. A¢reements; providing for the deposit
of the proceeds of the Series 1994 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 emergenry
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 n '~ ~ue~h"`°
series of bonds for such purposes; and ~~T! $~~~~T~~Y
WHEREAS, the City Councils have each found and determined as to each that th .~ tt hic~
this Series 1994 Ordinance relates are matters of imperative public need and necessi
of the health, safety and morals of the citizens of each of the Cities and, as such, that this Series 1994
r SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 1 1 Short Title. This Series 1994 Ordinance may be cited by the short title, "Seventeenth
Supplemental Regional Airport Concurrent Bond Ordinance."
Section 1.2. Adoption of Preambles. All of the declarations and findings contained in the preambles
of this Series 1994 Ordinance are made a part hereof and shall be fully effective as a part of the ordained
subject matter of this Series 1994 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 1994 Ordinance as
if repeated in full herein.
Section 22. 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 1994 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 DENOMINATTONS" shall mean (i) with respect to Series 1994 Bonds in a Unit
Pricing Mode, $100,000 and any integral multiple of $5,000 in excess [hereof, and (ii) with respect to
Series 1994 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 assigns r any tss r ~~~
Alternate Letter of Credit. CITY gECPET~~~
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~ SEVENTEENTH 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 1994 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 1994 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 1994 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 1994 Bonds).
"FIXED RATE" shall mean the per annum interest rate to be borne by the Series 1994 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 1994 Bonds during the Fixed Rate Mode.
"FIXED RATE MODE" shall mean that period of time during which the Series 1994 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 1994
Bonds during the following Interest Period, would, under existing market conditions ~`~ t e sa
of the Series 1994 Bonds on the Rate Determination Date at a price equal to the ~ri~~~
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"INDICATIVE RATE DETERMINATION DATE" shall mean, the date on which the Indicative Rate
is to be determined by the Authorized Representative in consultation with the Remarketing Agent,
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.
"1994 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 18U 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" shalt 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 1994 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 September 28, 1994, 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.
"1994 LETTER OF CREDIT ACCOUNT" shall mean the account by that name referred to in Section
6.5 hereof.
"1994 LETTER OF CREDIT PURCHASE ACCOUNT" shall mean the account by that name created
in Section 6.6 hereof.
"LETTER OF CREDIT IN'T'EREST 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 1994 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 a 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, 2012. ~~~~~~ ~I,~~~
C6T~ S~C~~Tr~RY
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"MAXIMUM RATE" shall mean (i) while the Series 1994 Bonds are in a Unit Pricing Mode as of each
Rate Determination Date that rate of interest which if it were applied to the remainder of the Fiscal
Year as to all Series 1994 Bonds after the end of their current Interest Period(s) would produce an
amount which when added to the actual amount of interest paid or to be paid with respect to all prior
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
$26,351,931.30 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 1994 Bonds while such Bonds are
in the Unit Pricing Mode and (ii) while the Series 1994 Bonds are in the Fixed Rate Mode such rate
of interest which when applied to all Series 1994 Bonds to be outstanding through the Maturity Date
after taking into account all Sinking Fund Payments required by Section 6.3 of this 1994 Ordinance
will result in a calculation of average total annual deposits to the Interest and Sinking Fund not in
excess of $26,351,931.30; provided, however, that in no event shall such rate of interest ever exceed
the maximum rate allowed by State law The amount of $26,351,931.30 may be raised by the dedication
of excess deposits in the Reserve Fund to such Series 1994 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, 1994 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 Aug ~appp~ ~ g~~.-
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5 CITY SEC~T~~Y a
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~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
"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 Airport Concurrent
Bond Ordinance passed by the City Councils of the Cities on March 3, 1982.
"1982A ORDINANCE" shall mean and refer to the Eleventh Supplemental Regional Airport
Concurrent Bond Ordinance passed by the City Councils of the Cities on November 16 and
November 17, 1982.
"1984 ORDINANCE" shall mean and refer to the Twelfth Supplemental Regional Airport Concurrent
Bond Ordinance passed by the City Councils of the Cities on September 11 and September 12, 1984
"1984A ORDINANCE" shall mean and refer to the Thirteenth Supplemental Regional Airport
Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and October 10,
1984
"1985 ORDINANCE" shall mean and refer to the Fourteenth Supplemental Regional Airport
Concurrent Bond Ordinance passed by the City Councils of the Cities on December 3 and December
4, 1985.
"1987 ORDINANCE" shall mean and refer to the Fifteenth Supplemental Regional Airport Concurrent
Bond Ordinance passed by the City Councils of the Cities on October 6 and 7, 1987
"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 Seventeenth 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 1994 Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof.
"1994 PRINCIPAL ACCOUNT" shall mean the account by that name created in Section 6.4 hereof.
"PRINCIPAL PAYMENT DATE" shall mean any date upon which the principal a $~ n ~ '
Bonds is due hereunder, inciuding the Maturity Date or any Redemption Date. ~ute ~,
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" ~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
"PURCHASE DATE" shall mean, during the Unit Pricing Mode, the date determined by the
Authorized Representative in consultation with the Remarketing Agent on the most recent Rate
Determination Date as the date on which the Series 1994 Bonds shall be subject to purchase.
"1994 PURCHASE FUND" shall mean the fund by that name refetted to in Section 6.6 hereof.
"PURCHASE PRICE" shall mean (i) an amount equal to the principal amount of any Series 1994
Bonds purchased on any Purchase Date, or (ii) an amount equal to the principal amount of any Series
1994 Bonds purchased on a Mandatory Purchase Date, plus, in the case of any Series 1994 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
1994 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 1994 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 1994 Bonds subject to
redemption in any notice of redemption given in accordance with the terms of the 1994 Ordinance.
"REDEMPTION PRICE" shall mean an amount equal to the principal of and premium, if any, and
accrued interest, if any, on the Series 1994 Bonds to be paid on the Redemption Date.
"REFUNDED BONDS" shall mean the Bonds to be refunded with the proceeds of the Series 1994
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 September 28, 1994,. 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 1994 Bonds, dated as of October 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.
"1994 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 D~t"~~~'~C~~~, ~~~
7
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-~~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
"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 1994 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 counsel experienced in
matters pertaining to the United States Bankruptcy Code, that the contemplated use of such moneys
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 1982A, authorized by the 1982A Ordinance.
"SERIES 1984 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds,
Series 1984, authorized by the 1984 Ordinance.
"SERIES 1984A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue
Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance.
"SERIES 1985 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds,
Series 1985, authorized by the 1985 Ordinance.
"SERIES 1987 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding
Bonds, Series 1987, authorized by the 1987 Ordinance.
"SERIES 1992 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding
Bonds, Series 1992 authorized by the 1992 Ordinance
"SERIES 1994 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding
Bonds, Series 1994, herein authorized to be issued and sold.
"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 agenry, 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). ~ ~~~~~~ ~~~~"
C~~Y ~~C~E:~~R~
SEVENTEENTH SUPPLEMENTAL ORDINANCE
"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 1994 Bond while in a Unit Pricing Mode.
"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 Fort Worth and the North Central Texas region, it is
hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of
the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, in the aggregate
principal amount of $215,405,000, pursuant to the provisions of Article 46d, Article 1269j-5 1, Article 717k
and Article 717q V.A.T C.S., as amended, for the purpose of refunding on November 1, 1994 $110,750,000
of the Series 1984 Bonds maturing on November 1, 1995 through November 1, 1997, both dates inclusive,
and on November 1, 2004 and November 1, 2012 and $99,400,000 of the Series 1984A Bonds maturing on
November 1, 1995 through November 1, 1999, both dates inclusive, and on November 1, 2004 and November
1, 2012 (the "Refunded Bonds"), now outstanding. It is hereby officially found and determined that the
proceeds of the sale of the Series 1994 Bonds to be received September 28, 1994, together with the money
hereafter authorized and directed to be transferred on September 28, 1994 from the Interest and Sinking
Fund to the Dallas-Fort Worth Regional Airport Series 1994 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
and one half percent (2.5%) premium and the interest thereon to November 1, 1994. The Series 1994
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 1994 Bonds shall be in Authorized Denominations. The initial Series 1994 Bonds shall
be dated September 1, 1990 and all subsequent Series 1994 Bonds shall be dated as provided in Section
3.4D
B. The Series 1994 Bonds shall mature on November 1, 2012.
C. The Series 1994 Bonds shall initially be in the Unit Pricing Mode and may be changed one time
as to all Series 1994 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 September 23, 1994 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 1994 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 Modp ~~ ~nP....~ ~~~Pd ~n .~,
such written notice, together with the proposed Mode Change Date, together with cop' ~~° tet~ ~~~
Bond Counsel to the effect that it expects to be able to provide a Favorable Opinion of on ~"iel
9
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 1994 Bonds are to be changed to the Fixed Rate Mode;
(2) the proposed Mode Change Date;
(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 1994 Bonds in the Fixed Rate Mode;
(8) that, subject to such Owner's right to elect to retain such Owner's Series 1994 Bonds, such Owner
is required to tender such Owner's Series 1994 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
1994 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 1994 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 consiul_tation with the
Remarketing Agent shall determine in accordance with the provisions of this subsect~ king,
determinations with respect to Interest Periods, subject to limitations imposed by this a
to
(CVI~YE~~nS,e~o~e ~rARY
a A~ B968ri~U0y fG.f+;
~~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
each Rate Determination Date for any Series 1994 Bond, the Authorized Representative in consultation with
the Remarketing Agent shall select for each such Series 1994 Bond then subject to such adjustment the
Interest Period which would result in the Remarketing Agent being able to remarket such Series 1994 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 Series 1994 Bond, then the Authorized Representative in consultation with the Remarketing
Agent shall select the Interest Period which in its judgment would permit such Series 1994 Bond to achieve
such lower average interest cost; provided, however, that if the Remarketing Agent has received notice from
the Cities that the Series 1994 Bonds are to be changed from the Unit Pricing Mode to the Fixed Rate
Mode or one or more Series 1994 Bonds are to be purchased in accordance with a mandatory tender, the
Authorized Representative shall, with respect to such Series 1994 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
1994 Bonds in the Unit Pricing Mode, any Owner of such Series 1994 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 1994 Bond in a Unit Pricing Mode may continue as the Owner of such Series
1994 Bond during the next Interest Period if the Owner, in accordance with Section 6.9 of this 1994
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 1994 Bond in the Unit Pricing Mode must present such Series 1994
Bond to the Paying Agent/Registrar, by 12:00 noon on the Rate Determination Date, in which case, the
Paying Agent/Registtar 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 1994 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 1994 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 1994 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 1994 Bonds in the Unit Pricing Mode shall be required, whether or not the
Owner has elected to retain the Series 1994 Bond for the next Interest Period, in order to permit [he
Paying Agent/Registrar to note on the Series 1994 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
1994 Bonds on such Rate Determination Date as described above, such Series 1994 Bonds subject to
purchase shall be deemed tendered and cancelled and interest shall cease to accrue on such Series 1994
Bonds regardless of whether any such Series 1994 Bond is presented to the Paying Agent/Registrar
By acceptance of any Series 1994 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 duly waives such sale as provided in the preceding paragraph) to
tender such Series 1994 Bond to the Paying Agent/Registrar for purchase on the Purchase Date at the
Purchase Price. Such Owner further acknowledges that if funds for such 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 accru t~ Qw~~~
on such Purchase Date. U L ~
~~j~ ~~~~~~~~~
11
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 1994 Bond becomes aBank-Owned Bond to, but not including, the date
such Series 1994 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 1994 Bonds have been remarketed unless such Series 1994 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.
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 1994 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 1994 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 1994 Bonds after the change to the Fixed
Rate Mode.
E. Said interest shall be payable to the registered owner of any such Series 1994 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 Paying 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 1994 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 1994
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. Registra i t r
1994 Bond may be transferred in the Registration Books only upon presentation and Burr h
12
~~~~ ~~~~~~t~~i~
~~ ~;,
-'~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 1994 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 1994 Bond shall be registered in the Registration Books at
any time shall be treated as the absolute owner thereof for all purposes of this 1994 Ordinance, whether
or not such bond shall be overdue, and the Cities, the Board and the Paying Agent/Registrar shall not be
affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any,
and interest on any such bond shall be made only to such registered owner All such payments shall be
valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums
so paid.
C. The Cities hereby further appoint the Paying Agent/Registrar to act as the paying agent for paying
the principal of and interest on the Series 1994 Bonds, and to act as their agent to exchange or replace
Series 1994 Bonds, all as provided in this 1994 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 1994
Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1994
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 1994 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 1994 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 1994
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 1994 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
1994 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 1994 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 1994 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 1994
Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement
of any Series 1994 Bond or portion thereof as permitted or required by any provision of this 1994
Ordinance shall constitute one of the Series 1994 Bonds for all purposes of this 1994 Ordinance, and may
again be exchanged or replaced. Series 1994 Bonds in the Unit Pricing Mode other than the initial Series
1994 Bonds shall be dated the date of authentication thereof. It is specifically provided, however, that any
Series 1994 Bond in a Fixed Rate Mode shall be dated the Mode Change Date and any Series 1994 Bond
in a Fixed Rate Mode delivered in exchange for or replacement of another Series 1994 et~i-prt®rt~o°~et~'
first scheduled Interest Payment Date on the Series 1994 Bonds after the Mode Change D t~.~d~
13 &s~~! ~~t~~c~~'~~Y~
- ~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 .1994 Bond or Bonds issued under this 1994 Ordinance there
shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set
forth. An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such
Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate
is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1994 Bonds surrendered for
exchange or replacement. No additional ordinances, orders or resolutions need be passed or adopted by
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 1994 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 1994 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 1994 Bonds which originally were delivered pursuant to this 1994 Ordinance, approved by the
Attorney General, and registered by the Comptroller of Public Accounts. While the Series 1994 Bonds are
in a Fixed Rate Mode neither the Cities nor the Paying Agent/Registrar shall be required to transfer or
exchange any Series 1994 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 1994 Bond called for redemption in part.
E. All Series 1994 Bonds issued in exchange or replacement of any other Series 1994 Bond or portion
thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and
interest on such Series 1994 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 1994 Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii)
the principal of and interest on the Series 1994 Bonds shall be payable, all as provided, and in the manner
required or indicated, in the Forms of Bond set forth in this 1994 Ordinance.
If any of the officers who shall have signed or sealed any of the Series 1994 Bonds or whose facsimile
signature shall be upon the Series 1994 Bonds shall cease to be such officer of the Cities before the Series
1994 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered,
such Series 1994 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 1994 Bonds or whose facsimile signature
shall be upon the Series 1994 Bonds had not ceased to be such officer of the Cities; and any such Series
1994 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 1994 Bonds, shall be the proper officers of the Cities, although at the date
of such- Series 1994 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 1994 Bonds, but the registered
owner of any Series 1994 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 1994 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 1994 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 19_94 _
Bonds solely to the extent above provided. ~~~~~~~~ ~~~~ -
R~~'Y ~~CR~TAR~'
14
~T. ~~RTH, ~'~.
- SEVENTEENTH SUPPLEMENTAL ORDINANCE
G The Cities covenant with the registered owners of the Series 1994 Bonds that at all times while
the Series 1994 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 1994 Bonds under this 1994 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 1994 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 authority,
and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying
Agent/Registrar under this 1994 Ordinance. Upon any change in the Paying Agent/Registrar, the previous
J 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 1994 Bonds, to the new Paying
Agent/Registrar designated and appointed by the Cities. Upon any change in the Paying Agent/Registrar,
the Cities promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each
registered owner of the Series 1994 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 1994 Ordinance, and a
certified copy of this 1994 Ordinance shalt be delivered to each Paying Agent/Registrar
Section 3.5. Prior Redemption or Mandatory Purchase.
A. Sinking Fund Redemption. The Series 1994 Bonds shall be redeemed prior to stated maturity in
part by lot on November 1 in each of the years 1995 through 2011, from moneys required by Section 6.3B
of this 1994 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 1994 Bonds
for alt or any portion of such period are in the Fixed Rate Mode and, if for any portion of such period the
Series 1994 Bonds are in the Unit Price Mode, the Cities shall on Purchase Dates on or prior to each
such November 1 optionally redeem Series 1994 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 1994 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 1994 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 1994 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 1994 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. _•~;.
~lTY ~E~~ET~Y
is ~T. ~T~, T..
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 1994 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
1994 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 1994 Bonds in the Unit Pricing Mode are not
subject to optional redemption prior to their respective Purchase Dates. Series 1994 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. The Series 1994 Bonds in a Fixed Rate Mode shall be subject to
optional redemption at the election of the Cities from any available moneys, other than moneys on deposit
in the Interest and Sinking Fund on or after the May 1 or November 1 which is at least seven full years
after the Mode Change Date, as a whole at any time, or in part on any Interest Payment Date at a
redemption price of one hundred and two percent (102%) of the principal amount thereof declining to one
hundred percent (100%) by one half of one percent (.5%) as of each succeeding May 1 and November 1.
D Notice of Redemption. At least thirty (30) days before the date fixed for any such redemption other
than pursuant to Section 3.SB, the Board, acting on behalf of the Cities, shall cause a written notice of such
redemption. to be given to the registered owner of each Series 1994 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 1994 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 1994 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 1994
Bonds or any portion thereof. If a portion of any Series 1994 Bond shall be redeemed a substitute Series
1994 Bond or Series 1994 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 1994 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 1994 Bonds or portions thereof to
be redeemed so that restrictions can be imposed by the Paying Agent/Registrar with respect to transfers and
exchanges as provided in Section 3.4D hereof.
F Mandatory Purchase at End of Unit Pricing Rate Periods. Each Series 1994 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 1994 Bonds may elect to retain such Series
1994 Bonds in accordance with the provisions of Section b.9 unless a notice of optimal redemption has been
given with respect thereto. Series 1994 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 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 Owners.
G. Mandatory Purchase on Mode Change Date. Series 1994 Bonds to be changed tc~t~~a ~ ~~~
Mode from the Unit Pricing Mode are subject to mandatory purchase on the Mode Chan a ate a the
C~'Y SECET~~~ ~
16 E~. ~O~~N, TJ~.
SEVENTEENTH SUPPLEMENTAL ORDINANCE
Purchase Price; provided that the Owners of such Series 1994 Bonds may elect to retain such Series 1994
Bonds in accordance with the provisions of Section 6.9. Series 1994 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 notice 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 1994 Bonds is expected to be
reduced or withdrawn; and (iv) the Series 1994 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
1994 Bonds). Upon such an occurrence, the Series 1994 Bonds shall be subject to mandatory purchase on
the Substitution Tender Date, unless the Owner directs that such Series 1994 Bonds not be purchased as
provided in Section 6.9 Series 1994 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 the Purchase Price of such Series 1994
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 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 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 Series 1994 Bonds are required to be
tendered for purchase fifth Business Days prior to the date such Lettet of Credit is to terminate. Upon
such an occurrence, the Series 1994 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 1994 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 Forms. The form of all Series 1994 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 1994 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 1994 Ordinance, to-wit:
17
~~'Fi~~ ~~~~
C SEC~~~~
~To ~RT~[, T.
SEVENTEENTH 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 1994
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
DATE OF AUTHENTICATION
Registered Owner•
Principal Amount:
On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called
the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value
received, hereby jointly promise to pay to the registered owner shown above, or to the registered assignee
hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described
herein, the principal amount shown above 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 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 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 by the Paying
Agent/Registrar and the registered owner hereof with the risk and expense thereof t r
Is ~~~~ ~~~A~~~R~ ~
` SEVENTEENTH SUPPLEMENTAL ORDINANCE
the registered owner In the event of anon-payment of interest on a scheduled Interest Payment Date, a
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 Agent/Registrar, 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 next 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 shalt 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
~~~~~~~~! E~~~~
~~TY ~~~~TARY
19 _-___.._..... ._..
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 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 registered owner of any bond in the Unit
Pricing Mode must present such 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
registered 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
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 required, whether or not the registered owner
has elected to retain the bond for 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 We 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 Wen applicable thereto and to have
further agreed (unless We registered owner duly waives such sale as provided in We preceding paragraph)
to tender such bond to the Paying Agent/Registrar for purchase on We Purchase Date at We Purchase Price.
Such registered owner ftirther 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 other Wan 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 tater 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 aher the date such notice is given and
not tens 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 the Redemption pate. 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 surrenc~ee
20 ~ ~~~TY S~~~~~~Y
~T, I~~T~, T£X.
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 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.
* 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 shalt 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 at 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 current 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 retain 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 Agettt/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 ,„,w
withdrawn, if applicable; and (iv) the bonds are required to be tendered for purchase (spe a ~~0~
and the procedures to be followed to exercise such registered owner's right to retain such reg~s- e~~ll"die>~tD }'
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 York, at or before
12:00 noon on such Business Day, 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
* 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 thirty-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 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 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 $215,405,000, issued by
the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to
the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Seventeenth
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 Seventeenth
Supplemental 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 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.
~ n no se eral, p p ,
i
~T~ ~~C~~~~~Y
22
* As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon ~~ e~~ge~--
Revenues are 'oint a d t v and exce t as otherwise rovided therein no claim d ~ o ~~~
SEVENTEENTH SUPPLEMENTAL ORDINANCE
judgment shall ever be asserted, entered or collected against or from one City without the other and no
individual liability shall ever exceed in the case of Dallas 7/llths of the total amount thereof, and in the
case of Fort Worth 4/llths of the total amount thereof, and, except as otherwise provided in the 1968
Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues
shall from time to time be on deposit.
* The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting
on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and
for services rendered by or at the Dallas-Fort Worth International Airport which will be fully sufficient to
produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times
the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the
1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time
outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such
Bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent
Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and
adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and
collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to
the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject
at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said
Ordinance, the obligations of the Cities to levy and wllect 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 Seventeenth 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 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 Seventeenth 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.
~~~~~~1~ ~~~'0
~~4 ~p ~~~~g~•c~~~
23 ~~~~~St~e~~~', P ~~.
SEVENTEENTH SUPPLEMENTAL ORDINANCE
* By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the
terms and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and
provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official
minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance
constitute a contract between each registered owner hereof and the Cities.
It is hereby certified and recited that all acts and things required by the Constitution and laws of the
State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and
the series of which it is one have been done, do exist and have been performed as so required.
IN 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, Mayor, City of Dallas, Texas
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 Fort Worth, Texas
24
~~TY ~~C~~~~Y
~T. ~~~RT~, T~Xa
~~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this bond has been issued under the provisions of said Ordinance described
on the face of this bond, and that this bond has been issued in exchange for or replacement of a bond,
bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
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 NOTICE. The signature above must correspond
by a member firm of the New York Stock with the name of the Registered Owner as it
Exchange or a commercial bank or trust company appears upon the front of this Bond in every
or trust company particular, without alteration or enlargement or
any change whatsoever
*1f to be on reverse of bond
QF~~~~ pFC~~
cir~ ~c~r~R~° ;
is ! Fps ~~~~', T~;. .
SEVENTEENTH 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
RATE
DETERMINATION INTEREST PURCHASE AUTHORIZED
DATE RATE DATE OFFICER
26
~~~s~~~~ ~~~
C~~Y ~~~~.~A~Y
l ~~, ~', Tin
t - SEVENTEENTH 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 1994
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 laws of the State of Texas, for value
received, hereby jointly promise to pay to the Registered Owner shown above, or to the registered assignee
hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described
herein, the principal amount shown above and to pay interest thereon, from the 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/Registrar'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 busi~ec~ ~.n~~~
last business day next preceding the date of mailing of such notice. The Cities covenant with t~~~d ~~~0~,'.
&i t:
2~ ~~TY S~G~~"~Y
< ' SEVENTEENTH SUPPLEMENTAL ORDINANCE
owner of this bond that no later than each principal payment date and interest payment date for this bond
they will make available to the Paying Agent/Registrar, solely from the revenues and funds described herein,
the amounts required to provide for the payment, in immediately available funds, of all principal of and
interest on the bonds, when due.
* If the date for the payment of the principal of or interest on this bond shall be a Saturday, Sunday,
a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is
located are authorized by law or executive order to .close, then the date for such payment shall be the next
succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions
are authorized to close; and payment on such date shall have the same force and effect as if made on the
original date payment was due.
* The Series 1994 Bonds in a Fixed Rate Mode shall be subject to optional redemption at the election
of the Cities from any available moneys, other than moneys on deposit in the Interest and Sinking Fund
on or after the May 1 or November 1 which is at least seven full years after the Mode Change Date, as a
whole at any time, or in part on any Interest Payment Date at a redemption price of one hundred and two
percent (102%) of the principal amount thereof declining to one hundred percent (100%) by one half of
one percent (.5%) as of each succeeding May 1 and November 1
* The bonds maturing November 1, 2008 shall be redeemed prior to stated maturity in part by lot on
November 1 in each of the years 1995 through 2011, 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, and they shall not bear interest after
the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose
of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the
Registration Books all such redemptions of principal of this bond or any portion hereof. If a portion of
any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at
the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written
request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof,
will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the
Cities.
* The bonds of this series are issued under and pursuant to the laws of the State of Texas and an
ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils
of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the
"1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or
hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues
herein described.
* 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 $215,405,000, issued by
the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to
the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance """rt~mtt~^~'`~
Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to t e ~ ~ iq~'
C~~~ ~~~~~A~Y ~.
28
FT. ~~~~~~~~ x~
- SEVENTEENTH SUPPLEMENTAL 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 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.
* 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, co the extent therein stated, the Board, acting
on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and
for services rendered by or at the Dallas-Fort Worth International Airport. which will be fully sufficient to
produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times
the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the
1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time
outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such
Bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent
Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and
adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and
collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to
the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject
at all times to the limits of said tax provided by law and in said Ordinance. As further provided 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 Seventeenth 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 fort ~-
Among other requirements for such assignment and transfer, this bond must be present ~~en~~~~
r
29 ~~~~ ~~~~S~~Y
f ~P, 5p~~'~ t ~r~
"~s i
j ~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 precedent to the exercise
of such privilege. In any circumstance, neither the Cities nor the Paying Agent/Registrar shall be required
to transfer or exchange any bonds selected for redemption when such redemption is scheduled to occur
within 45 calendar days, provided, however, such limitation shall not apply to an exchange by the 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 Seventeenth 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 by the Constitution and laws of the
State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and
the series of which it is one have been done, do exist and have been performed as so required.
IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile
seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and
countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City 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, wuntersigned 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
Mayor, City of Dallas, Texas
~~~~~~o~ -~~~p
~~'~ S~~~~~A~Y
~T. QRT~, T£X.
30
~w
SEVENTEENTH SUPPLEMENTAL ORDINANCE
COUNTERSIGNED•
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney,
City of Fort Worth, Texas
Mayor, City of Fort Worth, Texas
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this bond has been issued under the provisions of said Ordinance described
on the face of this bond; and that this bond has been issued in exchange for or replacement of a bond,
bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General
of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
Dated.
Paying Agent/Registrar
By
Authorized Signature
FORM OF ASSIGNMENT
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert Social Security or Taxpayer Identification Number of Transferee
(Please print or type name and address, including zip code of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes
.attorney to reg'
31
is
' ~~~~~°S~C~Rfl
C~~~ EC~E~~RY
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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
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 whatsoever
*1f to be on reverse of bond
** (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
(Seal)
* *1f not to be on bond
Comptroller of Public Accounts of the State
of Texas
Section 3.7 Remarketing Agent The Cities hereby appoint the Remarketing Agent to remarket Series
1994 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 b taw-to-perf~rm-afl~~~~
the duties set forth in this 1994 Ordinance and the Remarketing Agreement. When ~~~~.C~~~~~
x
32 ~T~ ~~~~~~~~Y
~T. ~~T~, ~'at.
SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 consent
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
AND DELIVERY OF Series 1994 BONDS
Section 4.1 Method of Execution. Each of the Series 1994 Bonds shall be signed and executed on
behalf of the City of Dallas by the facsimile signature of its Mayot and countersigned by the facsimile
signatures of its Director of Finance and City Secretary, and the corporate seal of that City shall be
impressed or printed or lithographed on each bond. Each of the .Series 1994 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
lithographed upon each bond. All facsimile signatures placed upon the Series 1994 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 1994 Bonds and all necessary records and proceedings pertaining thereto pending their delivery,
and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and
instructed to make such certifications and to execute such instruments as may be necessary to accomplish
the delivery of said bonds to the Attorney General of the State of Texas and to assure the investigation,
examination and approval thereof by the Attorney General of the State of Texas and their registration by
the State Comptroller of Public Accounts. Upon registration of the Series 1994 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 1994 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 1994
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 delivered to such purchasers in accordance
with the terms of sale.
Section 4.3. The Sale of the Bonds. The Series 1994 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 1994 Bonds. The initial Series
1994 Bonds shall be registered in the name of Merrill Lynch Capital Markets. The initial Interest Period
shall commence on September 28, 1994 and end on September 29, 1994 and the initial 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 1994 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 Es ow Agent under
the Dallas-Fort Worth Regional Airport Series 1994 Special Escrow Fund created and t ~t at
bank in accordance with the terms of the Dallas-Fort, Worth Regional Airport S ~,
33 ~~ S~~C~~~~~
SEVENTEENTH SUPPLEMENTAL ORDINANCE
Agreement dated October 10, 1990 (the "Escrow Agreement") (i) from the Interest and Sinking Fund an
amount representing amounts on deposit therein equal to the interest accruing from May 1, 1994 to
November 1, 1994 (ii) the proceeds of the Series 1994 Bonds which amount wilt be sufficient to provide
for the payment of principal of and premium coming due on the Refunded Bonds on November 1, 1994,
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 November 1,
1994 and the redemption of such Bonds on said date.
Section 5.2 Approval of Credit Agreements. The Remarketing Agreement, and Master Interest
Exchange Agreement, including each supplement thereto relating to the Series 1994 Bonds, and the Forward
Purchase Agreement in substantially the forms approved by the Board and forwards 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 established
by Section 7.3 of the 1968 Ordinance.
ARTICLE VI
ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE,
INTEREST AND SINKING FUND
Section 6.1 Adoption. The Series 1994 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 1994
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 1994
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 1994 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 1994 Bonds and any other Bonds hereafter
issued in accordance with the terms of the 1968 Ordinance.
Section 6.~. 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 1987 Ordinance, so long as any of the Series
1994 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 1994 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 1994 Bonds are in a Unit Pricing Mode, beginning on September 28, 1994,
or as soon thereafter as is practicable and as of October 1, 1994 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 1994 Bonds on all Interest Payment Dates and estimated to accrue during the next succeeding month
if the Series 1994 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;
~~~Y S~~~~~~~~
34 ~~. ~~~~, j~.
s
" SEVENTEENTH SUPPLEMENTAL ORDINANCE
B. beginning on October 1, 1994, and on the first day of each month thereafter through September 1,
2012 for each twelve-month period ending September 30, 1/12 of the amounts indicated, as follows.
1995 $4,690,000 2004 $14,885,000
1996 4,985,000 2005 11,995,000
1997 5,240,000 2006 13,160,000
1998 3,335,000 2007 13;680,000
1999 3,690,000 2008 19,885,000
2000 4,090,000 2009 21,095,000
2001 410,000 2010 22,8~,~
2002 4,445,000 2011 25,755,000
2003 13,465,000 2012 27,800.000
If the Series 1994 Bonds are in the Fixed Rate Mode, the sinking fund payments required by this
sub-paragraph B may be used to purchase Series 1994 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 1995 through 2012, both inclusive, the Series 1994
Bonds maturing on November 1, 2012, 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 Sinking Fund
at maturity of the Series 1994 Bonds, the annual sinking fund payments required by this sub-paragraph B
on account of the Series 1994 Bonds may be reduced in approximately equal amounts. If for all or any
portion of such period the Series 1994 Bonds are in the Unit Pricing Mode such amounts shall be applied
on Purchase Dates to the purchase of Series 1994 Bonds as provided in Section 3.5.
C. at any time Series 1994 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 "1994 Interest Account" and the "1992 Principal Amount" which
shall be maintained so long as the Series 1994 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 any payable or the amount of interest payable on the
Series 1994 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 Princip "'~t~; `~'~~
the Paying Agent/Registrar shall draw on the Letter of Credit by 4:00 p.m. on such day i -'~~ ~Q~~
the terms thereof so as to receive thereunder by 1:00 p.m. on such Principal Payment Da e p mount, in
SEVENTEENTH SUPPLEMENTAL ORDINANCE
immediately available funds, sufficient to enable the Paying Agent/Registrar to pay principal then payable
on the Series 1994 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 1:00 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 1994 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 1994 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 1994 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 Reimbursement Agreement on
or before the effective date of such Alternate Letter of Credit, then the Paying Agent/Registrar shall accept
such Alternate Letter of Credit on the Substitution Tender Date and shall 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 1994 Ordinance.
G When the Letter of Credit is in effect, money in the Letter of 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
1994 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 September 28, 1994, 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 1994 Bonds.
Upon a Mode Change Date, moneys on deposit in the Interest Reserve Fund shall ~ e'~' ed~~~
the Interest Reserve Fund to the Special Contingency Reserve Fund; provided, however, hat here ha99`~~I~~
C~~~ ~~C~Tp
36 ~~a ~~~C~`s~, ~a~.~, c.
~~
~~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
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 1994 Purchase Fund. There is hereby established and there shall be maintained with the
Paying Agent/Registrar, a separate fund to be known as the "1994 Purchase Fund." The Paying
Agent/Registrar shall further establish a separate account within the 1994 Purchase Fund to be known as
the "1994 Letter of Credit Purchase Account' and a separate account within the 1994 Purchase Fund to
be known as the "1994 Remarketing Proceeds Account."
(i) 1994 Remarketing Proceeds Account. Upon receipt of the proceeds of a remarketing of Series 1994
Bonds on a Purchase Date or Mandatory Purchase Date, the Paying Agent/Registrar shall deposit such
proceeds in the 1994 Remarketing Proceeds Account for application to the Purchase Price of the Series
1994 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) 1994 Letter of Credit Purchase Account Upon receipt of 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 1994 Letter of Credit Purchase Account for application to the Purchase
Price of the Series 1994 Bonds to the extent that the moneys on deposit in the 1994 Remarketing Proceeds
Account shall not be sufficient. Any amounts deposited in the Letter of Credit Purchase Account and not
needed with respect to any Purchase Date or Mandatory Purchase Date for the payment of the Purchase
Price for any Series 1994 Bonds shall be immediately returned to the Bank.
Amounts held in the 1994 Letter of Credit Purchase Account and the 1994 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 1994 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 1994 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 1994 Remarketing Proceeds Account; and
(ii) immediately available funds on deposit in the 1994 Letter of Credit Purchase Account.
Section 6.8. Delivery of Series 1994 Bonds and Undelivered Series 1994 Bonds On each Purchase
Date or Mandatory Purchase Date, as the case may be, the Series 1994 Bonds shall be delivered as follows.
(a) Series 1994 Bonds sold by the Remarketing Agent shall be delivered by the Remarketing
Agent to the purchasers of those Series 1994 Bonds by 3:00 p.m., and
(b) Series 1994 Bonds purchased by the Paying Agent/Registrar 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 1994 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 '~--~•~:
Agent/Registrar shall hold any funds received for the purchase of those Series 1994 ~~~a~~us~~~~
separate account and shall pay such funds to the former Owners of the Series 1994 Bond u on presentation
~~~~ ~~~~~~AR~'
`A SEVENTEENTH SUPPLEMENTAL ORDINANCE
of the Series 1994 Bonds. Such undelivered Series 1994 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 1994 Bonds at the
Principal Office of the Paying Agent/Registrar The Paying Agent/Registrar shall authenticate a replacement
Series 1994 Bond for any undelivered Series 1994 Bond which may then be remarketed by the Remarketing
Agent.
Section 6.9 Owner's Election to Retain. The Owner of a Series 1994 Bond subject to mandatory
purchase pursuant to Sections 3.5 F, G and H may elect to retain such Series 1994 Bond (or a portion
thereof) after the Mandatory Purchase Date in the following manner
(a) If such Series 1994 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 1994 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 1994 Bonds, unless such Series 1994 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 1994 Bond is subject to mandatory purchase on a Mode Change Date, the Owner
of such Series 1994 Bond may elect to retain such Series 1994 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 1994 Bonds (or portions thereof) to be retained, (iii)
acknowledge that such Owner has received the Mode Change Notice, and (iv) direct the Paying
Agent/Registrar not to purchase the Series 1994 Bond (or portion thereof) so specified;
(c) If the Series 1994 Bond is subject to mandatory purchase pursuant to a Substitution of Alternate
Letter of Credit, the Owner of such Series 1994 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 1994 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 1994 Bonds is expected to be lowered,
if applicable, and that the prior Bank will have no further liability on the Series 1994 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 1994 Bonds, including any
Series 1994 Bonds issued in exchange therefor or upon transfer thereof;
provided that the Series 1994 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 1994 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 1994 Bonds to be retained and shall promptly thereafter mail
to the Remarketing Agent a copy of such notice.
Section 6.10. Transfers to Paying Agent/Registrar While the Series 1994 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 1994 Bonds to the Paying Agent/Registrar on
the applicable due dates and redemption dates in immediately available funds.
~~
Q~~°d~d~! .~~~OR
~d9 ~ ~~R~~~RY
'' ~ SEVENTEENTH SUPPLEMENTAL ORDINANCE
ARTICLE VII
MISCELLANEOUS COVENANTS AND PROVISIONS
Section 71 Use of Bond Proceeds.
A. The Cities covenant to and with the purchasers of the Series 1994 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 within the meaning of the aforesaid
Section 148, or any regulations or rulings pertaining thereto. The Cities further covenant to comply with
the requirements of Sections 148(d) and 148(f) of the Code including restrictions on reserve fund
investments and limitations on investments in nonpurpose obligations and the requirement of such Section
that certain earnings on nonpurpose obligations be paid to the United States.
B. The Cities covenant to and with the purchasers of the Series 1994 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 1994 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 1994 Bond for any period during which such Bond is held
by a person who is a substantial user of the facilities financed or refinanced with the proceeds of the Series
1994 Bonds, or by a "related person" as defined in the applicable provisions of the Code.
C. The Cities covenant to and with the purchasers of the Series 1994 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 1994 Bonds
determined under Section 147(b) of the Code.
Section 7 2. Covennnt 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 1994 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 1994 Ordinance.
Section 7 4. Damaged, Mutilated, Lost, Stolen or Destroyed Bonds.
A. In the event any outstanding Series 1994 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 1994
Bond, in replacement for such Series 1994 Bond in the manner hereinafter provided.
B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1994 Bonds
shall be made to the Paying Agent/Registrar In every case of loss, theft or destruction of a Series 1994
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 harm ~+~s o,~,~5
damage with respect thereto. Also, in every case of loss, theft or destruction of a ~d~6~~ B
applicant shall furnish to the Cities and to the Paying Agent/Registrar evidence tot it sans aCtio
39
SEVENTEENTH SUPPLEMENTAL ORDINANCE
loss, theft or destruction of such Series 1994 Bond, as the case may be. In every case of damage or
mutilation of a Series 1994 Bond, the applicant shall surrender to the Paying Agent/Registrar for
cancellation the Series 1994 Bond so damaged or mutilated.
C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1994 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 1994 Bond, the Cities may authorize the payment
of the same (without surrender thereof except in the case of a damaged or mutilated Series 1994 Bond)
instead of issuing a replacement Series 1994 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 1994 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 1994
Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the
lost, stolen or destroyed Series 1994 Bond shall be found at any time, or be enforceable by anyone, and shall
be entitled to all the benefits of this 1994 Ordinance equally and proportionately with any and all other
Series 1994 Bonds duly issued under this 1994 Ordinance.
E. In accordance with Section 6 of Art. 717k-6, V.A.T C.S., as amended, this Section of this 1994
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 1994 Ordinance for Series 1994 Bonds issued in exchange for
other Series 1994 Bonds.
ARTICLE VIII
AMENDMENTS TO ORDINANCE
This 1994 Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the
same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance.
ARTICLE IX
SEVERABILITY, REPEAL AND COUNTERPARTS
Section 91 Ordinance Irrepealable. After any of the Series 1994 Bonds shall be issued, this 1994
Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1994 Bonds
from .time to time outstanding, and this 1994 Ordinance shall be and remain irrepealable until the Series
1994 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. SeverabiJity. If any Section, paragraph, clause or provision of this 1994 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 1994 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 1994 Ordinance not dependent directly for effectiveness upon the r-euision..of_._the.....
Contract and Agreement thus declared to be invalid and unenforceable. ~~~~C~~ ~~~a
~f
CITY ~EC~E~`>~RY
40 ~T. WORT~d, TQ(.
~,
y-,
. " SEVENTEENTH SUPPLEMENTAL ORDINANCE
Section 9.3. Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent herewith
are hereby repealed to the extent of any such inconsistency
Section 9 4 Counterparts. This 1994 Ordinance may be executed in counterparts, and when duly
passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in
full force and effect.
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS OCTOBER 10, 1990.
APPROVED AS TO FORM:
Analeslie Muncy, City torney,
City of Dallas, Texas
PASSED
-~~ Mayor; City~of;~ort Worth, Texas
_ .~,•~ ;~
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(SEAL) *~ ~."
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^~Y ty Sec?etary,~ ~~
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
ll~-i~~
City Attorney,
City of Fort Worth, Texas
41
dEE~~~~l DECO
C~~~ ~EOOEr~.RY
E~• WOE TN, E.
., .~
SEVENTEENTH 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 1994 in the aggregate
principal amount of $Ai o ooe which ordinance is duly of record in the minutes of said City Council.
2. That said meeting was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Vernon's Ann. Texas Civ St. Article 6252-17, as amended.
WITNESS MY HAND and seal of the City of Dallas, Texas, this 10th day of October, 1990.
~
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~,,, 1 City Secretary, City of Dallas, Texas
~
7
f~/~.•
THE S'TATE~JO.F.TEXAS
COLJN7`"Y~ (~~'~TARRANT
CITY OF FORT WORTH
I, Ruth Howard, City Secretary of the City of Fort Worth, Texas, do hereby certify
1. That the above and foregoing is a 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 Civ 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.
1
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F - ,,~ F
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~7 A T ~ A z
_ . , ~ ~ City Secretary, City of Fort Worth, Texas
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C'Y ~E~RE~~RY
42 ~r---.~ r~, r~xo