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HomeMy WebLinkAboutOrdinance 10687-.. ~ ~~~~ -~ ~ ~~ '~' . CITY OF DALLAS ORDINANCE NO CITY OF FORT WORTH ORDINANCE . NO % ~~.f . AN ORDINANCE ADOPTED CONCURRENTLY BY THE CITY COUNCILS OF THE CITIES OF DALLAS AND FORT WORTH AUTHORIZING THE EXECUTION OF CERTAIN ESCROW AGREEMENTS RELATING TO DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, SERIES 1992 AND 1994, AND APPROVING RELATED CREDIT AGREEMENTS INCLUDING CERTAIN ESCROW AND FORWARD PURCHASE AGREEMENTS WHEREAS, concurrently herewith the City Councils, respectively, of the Cities of Dallas and Fort Worth (the "Cities") have adopted the Sixteenth and Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 and 1994 (collectively, the "Bonds"); and WHEREAS, the Joint Revenue Bonds to be refunded are to be paid and retired, pursuant to the terms of the Dallas-Fort Worth International Airport Series 1992 Escrow Agreement with respect to the Series 1982 Joint Revenue Bonds to be refunded and the Dallas- Fort Worth International Airport Series 1994 Escrow Agreement with respect to the Series 1984 and Series 1984A Joint Revenue Bonds to be refunded (collectively, the "Escrow Agreements") between the Cities of Dallas and Fort Worth and NCNB Texas National Bank; and WHEREAS, the Bonds are to be sold by the Cities pursuant to a forward purchase arrangement in accordance with the terms and conditions of the Forward Purchase Agreements (the "Forward Purchase Agreements") which has previously been approved by the Dallas-Fort Worth International Airport Board and forwarded on for action by the Cities. ~ti 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 That the Escrow Agreements in substantially the forms attached hereto and made a part hereof as Exhibits A and. B and the Forward Purchase Agreements in substantially the form attached hereto as Exhibits C and D, are hereby accepted, approved and authorized to be executed and delivered in such form, with such changes and modifications as the respective City Attorneys shall approve as necessary and appropriate as evidenced by their execution thereof, to the respective parties set forth in such Escrow Agreements and Forward Purchase Agreements. ~" /~ ~R. The Escrow Agreements and Forward Purchase Agreements shall be executed on behalf of the City of Dallas by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form by the City Attorney The Escrow Agreements and Forward Purchase Agreements shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form and legality by the City Attorney APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS OCTOBER 10, 1990. APPROVED AS TO FORM. Analeslie Muncy, City Attorney, City of Dallas, Texas PASSED OCTOBER 9, 1990 Mayor, City of Fort Worth, Texas (SEAL) ATTEST /2%~ ti~ City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney, City of Fort Worth, Texas 2 r ~%t ~~ ~'~ DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1992 ESCROW AGREEMENT THIS DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1992 ESCROW AGREEMENT, (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the Cities of Dallas and Fort Worth, Texas (herein called the "Issuer"), duly organized and existing Home Rule Cities, the Dallas-Fort Worth International Airport Board (herein called the "Board") and NCNB Texas National Bank, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"), a banking corporation organized under the laws of the United States of America. W ITNESSETH. WHEREAS, the Issuer has heretofore issued and there presently remain outstanding $33,500,000 Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A maturing November 1, 1993 through November 1, 1997, both dates inclusive, and November 1, 2002, (the "Refunded Obligations") and attached as Exhibit A hereto is a schedule showing the amounts due on the such Series 1982A Bonds on May 1, 1992, the first optional redemption date; and WHEREAS, when the firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption date of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, Vernon's Annotated Texas Civil Statutes, authorize the issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with one of the places of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any paying agent or trustee for the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trustee may agree, provided that such deposits may be invested only in direct obligations of the United States of Amerip, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the Refunded Obligations; and WHEREAS, NCNB Texas National Bank, is the paying agent for the Refunded Obligations and this Agreement constitutes an escrow agreement as authorized and permitted by said Article 717k; and WHEREAS, Article 717k provides that, after the proceedings authorizing such refunding bonds shall be approved by the Attorney General of Texas and registered by the Comptroller of Public Accounts, such refunding bonds may be sold and delivered to the purchaser thereof in order to permit the issuer, in timely manner determined by the issuer, to use the proceeds from such sale and delivery to make all or any part of said deposit; and y r ~; j . ~„ .~, WHEREAS, Issuer wishes to take advantage of current low tax-exempt interest rates, but is precluded under federal tax law from delivering the Refunding Bonds (hereinafter defined) more than ninety days prior to the redemption date of the Refunded Bonds, and WHEREAS, pursuant to the Forward Purchase Agreement the Issuer has entered into a forward purchase commitment with the purchasers thereof for the Refunding Bonds pursuant to which the Issuer will be required to deliver of the Refunding Bonds in a Unit Pricing Mode on March 25, 1992 in accordance with the provisions of such Forward Purchase Agreement; and WHEREAS, concurrently herewith the Issuer has adopted the Sixteenth Supplemental Concurrent Bond Ordinance (the "Ordinance") authorizing the issuance and sale of $34,170,000 of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992 (the "Refunding Bonds") for the purpose, among others, of providing amounts sufficient to provide for the payment of the principal of the Refunded Obligations on May 1, 1992 and the applicable premium of two percent (2%); and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, on March 25, 1992 the proceeds of the Refunding Bonds together with certain other available funds of the Issuer to be deposited with the Escrow Agent pursuant to the Ordinance, may be applied to purchase direct obligations of the United States of America hereinafter defined as the Escrowed Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance in such Escrow Fund, and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable on or prior to May 1, 1992 so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay the interest on, the principal of, and the redemption premium on, the Refunded Obligations to the call date, May 1, 1992; and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof and the receipt of its fee for such services to be performed under this Agreement; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained and the payment of the fee of the Escrow Agent, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal, premium of and interest on the Refunded Obligations, the Issuer, the Board and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement. "Board" means the Dallas-Fort Worth International Airport Board established by the Contract and Agreement, dated as of April 15, 1968 by and between the Issuer to develop, operate and maintain the Dallas-Fort Worth International Airport. ..~-~~- ~T i~. ys. ;,:s "Board Representative" means the Executive Director, `Deputy Executive Director, Senior Director Finance and Administration, the Director of Finance or such other officer or employee of the Board as shall be hereafter designated as such by resolution of the Board of Directors of the Board. "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder "Forward Purchase Agreement" means the Forward Purchase Agreement, dated October 10, 1990 among the Issuer, the Board, and Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith as the manager of the Underwriters named therein. "Escrow Agent" means NCNB Texas National Bank, and its successors as Escrow Agent under this Agreement. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the noncallable United States Treasury obligations or the State and Local Government Series obligations maturing not later than May 1, 1992 which the Escrow Agent is directed by the Board Representative to purchase with the funds deposited on February 17, 1992 and any substitute securities or reinvestments all as provided in Article IV hereof. "Issuer" means the City of Dallas, Texas and the City of Fort Worth, Texas. "Pavinggents" means: with respect to the Series 1982A Bonds, Bank One, formerly MBank Dallas, N.A., and also formerly Mercantile National Bank at Dallas; NCNB Texas National Bank, formerly First RepublicBank Fort Worth, National Association, and also formerly The First National Bank of Fort Worth, and Morgan Guaranty Trust Company of New York. "Refunded Obli atg_ ions" means the Issuer's obligations more fully described in the first recital beginning on page 1 of this Agreement. "Refunding B~" means the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992. Section 1.02. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law ARTICLE II DEPOSIT OF FUNDS Section 2.01. Deposit in the Escrow Fund. The Issuer will deposit, or cause to be deposited, in the Escrow Fund on March, 25, 1992, an amount of funds in accordance with Section 5.1 of the Ordinance equal to the principal, applicable premium and interest for the six months ending May 1, 1992, on the Refunded Obligations after payment of the Paying Agent charges for the Series 1982A Bonds of such maturities and without regard to investment or reinvestment of such funds in Escrow Securities. The Escrow Agent is hereby irrevocably directed to publish as soon as practicable, after reciept of such funds, 3 t9 .~t '`d ~~. a notice of redemption in accordance with the requirements of Section 3.4 of the Eleventh Supplemental Ordinance of the Issuer concurrently adopted on November 16th and 17th of 1982 calling the Refunded Obligations for redemption on May 1, 1992, the first optional call date. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Dallas-Fort Worth International Airport Series 1992 Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees to deposit to the credit of the Escrow Fund the moneys described in Section 2.01. Such moneys and the Escrowed Securities and all proceeds therefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions of this Agreement. All of the Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. The balance then remaining in the Escrow Fund after making the transfer contemplated by Section 3.02 hereof representing earnings on the Escrowed Securities, if any, shall be transferred to the Interest and Sinking Fund established by this 1968 Ordinance and applied to the next interest payment with respect to the Refunding Bonds. Section 3.02. Payment of Principal, Premium and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund to the Paying Agents, the amounts required to pay the principal of the Refunded Obligations on May 1, 1992, the applicable two percent (2%) premium and interest thereon to such date. Section 3.03. Sufficiency of Escrow Fund. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agents to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04 Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the holders of the Refunded Obligations, and a special account therefore shall at all times be maintained on the books of the Escrow Agent. The holders of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they were entitled as holders of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or the Board or, except to the extent expressly herein provided, by the Paying Agents. 4 ~,. v Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. Except as provided in Sections 4.02 and 4.03 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder Section 4.02. Investment and Reinvestments. Upon written direction of a Board Representative the Escrow Agent shall invest from time to time all or a portion of the moneys initially received hereunder in Escrowed Securities, shall reinvest cash balances representing receipts from the Escrowed Securities or hold such proceeds as cash, together with other moneys or securities held in the Escrow Fund provided that the Board Representative delivers to the Escrow Agent with respect to each such transaction, an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder in effect on the date of such investment or reinvestment, or otherwise make the interest on the Refunded Obligations subject to federal income taxation, and (b) such investment or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations. The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the written direction of the Board Representative in accordance with the preceding paragraph. Section 4.03. Arbitraee. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder then in effect. ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02 and 4.02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. v . ._ ARTICLE VI RECORDS AND REPORTS Section 6.01 Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the holders of the Refunded Obligations. Section 6.02. Reports. For the period beginning on March 25, 1992 and ending on May 1, 1992, the Escrow Agent shall prepare and send to the Issuer and to the Board, within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund during such period, including without limitation credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder Section 7.02. Limitation on Liability The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agents shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been tltrough its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or 'the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. The Issuer has caused to be paid to the Escrow Agent, as a fee for performing the services hereunder, for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement the sum of $1,000.00 (One Thousand Dollars), the receipt and sufficiency of which are hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder as Escrow Agent, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, including counsel fees, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. Section 7.04. Successor Escrow Aeents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder In such event the Issuer, by appropriate resolution or ordinance, shall promptly appoint an Escrow Agent to fill such vacancy If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the holders of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such holders or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the holder of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation or banking association organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or Stale authority Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder Upon the request of any such successor Escrow t: Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder ARTICLE VIII MISCELLANEOUS Section 8.01 Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows: To the Escrow Agent: NCNB Texas National Bank 500 West 7th Street, 11th Floor Fort Worth, TX 76102 Attention: Corporate Trust Department To the Issuer City of Dallas, Texas 1500 Marilla Dallas, Texas 75201 Attention. City Manager City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attention. City Manager To the Board. Dallas-Fort Worth International Airport Board P O. Box DFW Dallas-Fort Worth International Airport, Texas 75261 Attention: Director of Finance The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the Board, the holders of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer, the Board and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the holders of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. ~. ;,- Section 8.04 Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05. Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Dated this 10th day of October, 1990. By (SEAL) ATTEST City Secretary APPROVED AS TO FORM. City Attorney (SEAL) ATTEST City Secretary CITY OF DALLAS, TEXAS City Manager CITY OF FORT WORTH, TEXAS 13y City Manager 9 APPROVED AS TO FORM AND LEGALITY City Attorney (BANK SEAL) ATTEST Title NCNB TEXAS NATIONAL BANK By Title 10 EXHIBIT A Amounts Due on Refunded Obligations on May 1, 1992 Principal Premium Interest Total $33,500,000 $670,000 $1,718,600 $35,888,600 ., `~ ,. DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1994 ESCROW AGREEMENT THIS DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1994 ESCROW AGREEMENT, (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the Cities of Dallas and Fort Worth, Texas (herein called the "Issuer"), duly organized and existing Home Rule Cities, the Dallas-Fort Worth International Airport Board (herein called the "Board") and NCNB Texas National Bank, as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"), a banking corporation organized under the laws of the United States of America. WITNESSETH. WHEREAS, the Issuer has heretofore issued and there presently remain outstanding $110,750,000 Dallas-Fort Worth Regional Airport 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, the ("Refunded Obligations") and attached as Exhibit A hereto is a schedule showing the amounts due on the such Series 1982A Bonds on November 1, 1994, the first optional redemption date; and WHEREAS, when the firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption date of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, Vernon's Annotated Texas Civil Statutes, authorize the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with one of the places of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any paying agent or trustee for the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trustee may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the Refunded Obligations; and WHEREAS, NCNB Texas National Bank, is the paying agent for the Refunded Obligations and this Agreement constitutes an escrow agreement as authorized and permitted by said Article 717k; and WHEREAS, Article 717k provides that, after the proceedings authorizing such refunding bonds shall be approved by the Attorney General of Texas and registered by the Comptroller of Public Accounts, such refunding bonds may be sold and delivered to the purchaser thereof in order to permit the issuer, in timely ,~ manner determined by the issuer, to use the proceeds from such sale and delivery to make all or any part of said deposit; and WHEREAS, Issuer wishes to take advantage of current low tax-exempt interest rates, but is precluded under federal tax law from delivering the Refunding Bonds (hereinafter defined) more than ninety days prior to the redemption date of the Refunded Bonds; and WHEREAS, pursuant to the Forward Purchase Agreement the Issuer has entered into a forward purchase commitment with the purchasers thereof for the Refunding Bonds pursuant to which the Issuer will be required to deliver the Refunding Bonds in a Unit Pricing Mode on September 28, 1994 in accordance with the provisions of such Forward Purchase Agreement; and WHEREAS, concurrently herewith the Issuer has adopted the Sixteenth Supplemental Concurrent Bond Ordinance (the "Ordinance") authorizing the issuance and sale of $215,405,000 of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994 (the "Refunding Bonds") for the purpose, among others, of providing amounts sufficient to provide for the payment of the principal of the Refunded Obligations on November 1, 1994 and the applicable premium of two and one half percent (2.5%), and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, on September 28, 1994 the proceeds of the Refunding Bonds together with certain other available funds ~of the Issuer to be deposited with the Escrow Agent pursuant to the Ordinance, may be applied to purchase direct obligations of the United States of America hereinafter defined as the Escrowed Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance in such Escrow Fund; and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable on or prior to November 1, 1994 so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay the interest on, the principal of, and the redemption premium on, the Refunded Obligations to the call date, November 1, 1994, and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof and the receipt of its fee for such services to be performed under this Agreement; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained and the payment of the fee of the Escrow Agent, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal, premium of and interest on the Refunded Obligations, the Issuer, the Board and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01. Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement: "Board" means the Dallas-Fort Worth International Airport Board established by the Contract and Agreement, dated as of April 15, 1968, by and between the Issuer to develop, operate and maintain the Dallas-Fort Worth International Airport. 2 "Board Representative" means the Executive Director, Deputy Executive Director, Senior Director Finance and Administration, the Director of Finance or such other officer or employee of the Board as shall be hereafter designated as such by resolution of the Board of Directors of the Board. "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder "Forward Purchase Agreement" means the Forward Purchase Agreement, dated October 10, 1990 among the Issuer, the Board, and Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith as the manager of the Underwriters named therein relating to the purchase of the Refunding Bonds. "Escrow Agent" means NCNB Texas National Bank, and its successors as Escrow Agent under this Agreement. "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the noncallable United States Treasury obligations or the State and Local Government Series obligations maturing not later than November 1, 1994 which the Escrow Agent is directed by the Board Representative to purchase with the funds deposited on September 28, 1994 and any substitute securities or reinvestments all as provided in Article IV hereof. "Issuer" means the City of Dallas, Texas and the City of Fort Worth, Texas. "Paying Agents" means. with respect to the Series 1984 Bonds and Series 1984A Bonds, NCNB Texas National Bank, formerly First RepublicBank Fort Worth, National Association, and also formerly InterFirst Bank Dallas, N.A. "Refunded Obli ations" means the Issuer's obligations more fully described in the first recital beginning on page 1 of this Agreement. "Refundin Bonds" means the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994 Section 1.02. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law ARTICLE II DEPOSIT OF FUNDS Section 2.01. Deposit in the Escrow Fund. The Issuer will deposit, or cause to be deposited, in the Escrow Fund on September 28, 1994, an amount of funds in accordance with Section 5 1 of the Ordinance equal to the principal, applicable premium and interest for the six months ended November 1, 1994, on the Refunded Obligations after payment of the Paying Agent charges for the Refunded Obligations and without regard to investment or reinvestment of such funds in Escrow Securities. The Escrow Agent is hereby 3 irrevocably directed to publish as soon as practicable, after receipt of such funds, a notice of redemption in accordance with the requirements of Section 3.5 of the Thirteenth and Fourteenth Supplemental Ordinances of the Issuer calling the Refunded Obligations for .redemption on November 1, 1994, the first optional call date. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Dallas-Fort Worth International Airport Series 1994 Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees to deposit to the credit of the Escrow Fund the moneys described in Section 2.01. Such moneys and the Escrowed Securities and all proceeds therefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions of this Agreement. All of the Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. The balance then remaining in the Escrow Fund after making the transfer contemplated by Section 3.02 hereof representing earnings on the Escrowed Securities, if any, shall be transferred to the Interest and Sinking Fund established by this 1968 Ordinance and applied to the next interest payment with respect to the Refunding Bonds. Section 3.02. Payment of Principal, Premium and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund to the Paying Agents, the amounts required to pay the principal of the Refunded Obligations on November 1, 1994, the applicable two and one half percent (2.5%) premium and interest thereon to such date. Section 3.03. Sufficiency of Escrow Fund. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agents to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04 Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the holders of the Refunded Obligations; and a special account therefore shall at all times be maintained on the books of the Escrow Agent. The holders of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they were entitled as holders of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or the Board or, except to the extent expressly herein provided, by the Paying Agents. 4 ~L. Section 3.05. Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01. Except as provided in Sections 4.02 and 4.03 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder Section 4.02. Investment and Reinvestments. Upon written direction of a Board Representative the Escrow Agent shall invest from time to time all or a portion of the moneys initially received hereunder in Escrowed Securities, shall reinvest cash balances representing receipts from the Escrowed Securities or hold such proceeds as cash, together with other moneys or securities held in the Escrow Fund provided that the Board Representative delivers to the Escrow Agent with respect to each such transaction, an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder in effect on the date of such investment or reinvestment, or otherwise make the interest on the Refunded Obligations subject to federal income taxation, and (b) such investment or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations. The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the written direction of the Board Representative in accordance with the preceding paragraph. Section 4.03. Arbitraee. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder then in effect. ARTICLE V APPLICATION OF CASH BALANCES Section 5.01. In General. Except as provided in Sections 3.02 and 4.02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. S ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the holders of the Refunded Obligations. Section 6.02. Reports. For the period beginning on September 28, 1994 and ending on November 1, 1994, the Escrow Agent shall prepare and send to the Issuer and to the Board, within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund. during such period, including without limitation credits to the Escrow Fund as a result of interest payments on or maturities of the .Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder Section 7.02. Limitation on Liability The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agents shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon,. the Escrow Agent. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of 6 judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. The Issuer has caused to be paid to the Escrow Agent, as a fee for performing the services hereunder, for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement the sum of $1,000.00 (One Thousand Dollars) the receipt and sufficiency of which are hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder as Escrow Agent, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, including counsel fees, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. Section 7.04 Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder In such event the Issuer, by appropriate resolution or ordinance, shall promptly appoint an Escrow Agent to fill such vacancy If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the holders of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such holders or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the holder of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation or banking association organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least $5,000,000 and subject to the supervision or examination by Federal or State authority Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a .proportional part of the Escrow Agent's fee hereunder ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows. To the Escrow Agent: NCNB Texas National Bank 500 West 7th Street, 11th Floor Fort Worth, TX 76102 Attention. Corporate Trust Department To the Issuer City of Dallas, Texas 1500 Marilla Dallas, Texas 75201 Attention. City Manager City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attention. City Manager To the Board. Dallas-Fort Worth International Airport Board P O Box DFW Dallas-Fort Worth International Airport, Texas 75261 Attention. Director of Finance The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the Board, the holders of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03. Binding Agreement. This Agreement shall be binding upon the Issuer, the Board and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the holders of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. .. ,; Section 8.04. Severabilitv In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05 Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Dated this 10th day of October, 1990. CITY OF DALLAS, TEXAS sy City Manager (SEAL) ATTEST City Secretary APPROVED AS TO FORM. City Attorney CITY OF FORT WORTH, TEXAS I3y City Manager (SEAL) ATTEST City Secretary 9 APPROVED AS TO FORM AND LEGALITY City Attorney NCNB TEXAS NATIONAL BANK By Title (BANK SEAL) ATTEST Title 10 °a „, • ~,. EXHIBIT A Amounts Due on Refunded Obligations on November 1, 1994 Series 1984 Principal Premium Interest Total $110,750,000 $2,768,750 $5,636,562.50 $119,155,31250 Series 1984A Pnincipal Premium Interest Total $ 99,400,000 $2,485,000 $5,399,925.00 $107,284,925.00 E7CEIIBIT C Cities of Dallas and Fort Worth, Texas DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Refunding Bonds, Series 1992 FORWARD PURCHASE AGREEMENT FORWARD PURCHASE AGREEMENT, dated October 10, 1990 among the CITIES OF DALLAS AND FORT WORTH, TEXAS (the "Cities"'), the DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD (the "Board"), and the Underwriters named in Schedule I hereto (the "'Underwriters"'), for whom Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated will serve as the manager (the "'Manager) . This Agreement is made and entered into in respect of the authorization, issuance and sale by the Cities, and the purchase by the Underwriters, of the aggregate principal amount of "'Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992" (the MBonds~) authorized pursuant to the Sixteenth Supplemental Ordinance, described below, to be jointly issued by the Cities. The Bonds shall bear interest at variable rates determined from time to time, and shall have such other terms, as are set forth in the Sixteenth Supplemental Ordinance, described below, and shall be more fully described in the Official Statement to be executed and dated as of the Confirmation Date, described below. 1. Commitment. (a) Upon execution of this Agreement by the Cities, the Board and the Manager, on behalf of itself and the other Underwriters, this Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Cities, the Board and the Underwriters. (b) Currently with the confirmation of this Agreement on the Confirmation Date, Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, acting on behalf of the Underwriters, shall deliver to the Board a certified or official bank check payable to the order of the Treasurer of the Board in the amount of approximately 1$ of the aggregate principal amount of the Bonds as security for the performance by the Underwriters of their obligation to accept and pay for the Bonds at the Closing (as such term is hereinafter defined) in accordance with the provisions of this Agreement. Said check shall be held uncashed as security and concurrently with the delivery of and payment for the Bonds at the. Closing shall be returned to Merrill Lynch Capital Markets. Upon the failure to deliver the Bonds at the Closing or if the conditions to the obligations of the Underwriters contained herein are not satisfied, or if such obligations are terminated for any reason permitted by this Agreement, such check shall be immediately returned to Merrill Lynch Capital Markets. In the event the Underwriters fail (other than for a reason permitted pursuant to this Agreement) to accept and pay for the Bonds at the Closing, such check shall be cashed by the Board, and the amount thereof retained by the Board as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the cashing of such check shall constitute a full release and discharge of all claims and rights hereunder against the Underwriters. 2. Confirmation, Purchase, Sale and Closing. Bonds. On the terms and conditions and upon the basis of the representations hereinafter set forth the Underwriters, jointly and severally, hereby agree to purchase from the Cities, and the Cities hereby agree to sell to the Underwriters, the Bonds at an aggregate purchase price equal to the principal amount of the Bonds being issued, plus interest, if any, accrued from their date, to and through the day preceding the Closing. As compensation for the purchase of the Bonds, the Underwriters will be paid an underwriting fee of .45 percent of the principal amount of the Bonds being issued, payable by wire transfer in immediately available funds on such date (the "'Commitment Date^') as there shall first be entered into a rate swap transaction by and between the Board and Merrill Lynch Capital Services, Inc. ("'MLCS"') pursuant to the Master Interest Exchange Agreement, dated as of September 1, 1990, by and between the Board and MLCS. Purchase Obligation. severally obligated to purchase Bonds are purchased. The Underwriters are jointly and all of the Bonds if any of the Confirmation. The obligations of the Cities, the Board and the Underwriters hereunder shall be confirmed by written agreement (the "'Confirmation"' ) between the Board and the Manager on behalf of the Underwriters not more than 90 days prior to the execution and delivery of the Bonds. On the date of such confirmation (the "'Confirmation Date"'), the Cities, the Board and the Manager, on behalf of the Underwriters, shall execute such additional agreements as the Board and the Manager deem necessary and appropriate to confirm the obligations of the parties hereunder and shall deliver such additional opinions, certificates and other documents as shall be necessary to comply, or evidence compliance with, their respective obligations hereunder. Payment for the Bonds. The Underwriters shall pay for the Bonds at the Closing with immediately available funds, payable 2 by wire transfer, for account of the Treasurer of the Board, to such account as he shall designate not later than five days prior to the Closing. Closing and Deliverv. The Closing (the sClosings) will be held on or about April 28, 1992, at such place and at such date and time as shall be agreed upon by the Board and the Manager. The initially issued Bonds will be delivered at such place as shall be agreed upon by the Board and the Manager in fully registered form, in denominations as shall be specified by the Manager not less than five business days prior to the date of Closing, and will be made available to the Manager for inspection and packaging at Depository Trust Company, New York, New York at least 24 hours prior to the Closing. Expenses. All costs and expenses of the Cities and the Board in connection with the authorization, issuance, sale and delivery of the Bonds and the other items herein specified to be delivered to the Underwriters shall be paid for by, or provision for payment made by, the Board. Said costs and expenses shall include: the costs of printing the Bonds, the Sixteenth Supplemental Ordinance (as hereinafter defined), and the Preliminary Official Statement and the Official Statement, including distribution costs thereof at regular mail rates, in all cases in reasonable quantities; the fees and charges of any engineers, consultants, advisors, auditors and the rating agencies; and the fees and expenses of Bond Counsel and any special counsel to the Cities or the Board in connection with the transactions herein contemplated. Except as indicated above, all expenses of the Underwriters, including traveling, the costs of distribution of the Preliminary and Official Statement in excess of regular mail rates, and other expenses, shall be paid by the Underwriters. 3. Background. (a) Pursuant to a Contract and Agreement between the Cities, dated and effective as of April 15, 1968 (the "'Contract Between the Cities"') , the Cities authorized and directed the Board, acting on behalf of the Cities, to proceed with the development of the Dallas-Fort Worth International Airport (the "'Airport"'). Pursuant to the Contract Between the Cities, the City Councils of the Cities on November 11 and 12, 1968, adopted the 1968 Regional Airport Concurrent Bond Ordinance (the "'1968 Ordinances) authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds for the financing of the Airport. The Bonds will constitute sRefunding Bondss under the 1968 Ordinance, as supplemented and amended, including the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance, adopted by the City Council of the City of Dallas on October 10, 1990 and the City Council of the City of Fort Worth on October 9, 1990 (the sSixteenth Supplemental Ordinances). The Bonds are being issued to 3 refund certain outstanding Ordinance. bonds issued pursuant to the 1968 Except where herein noted to the contrary, "'Ordinance" refers to all the ordinances under which the Bonds are issued, including, particularly,, the 1968 Ordinance and the Sixteenth Supplemental Ordinance. (b) The Bonds are issued under the provisions of Articles 46d, 1269]-5.1, 717k and 717q, V.A.T.C.S., as amended (the pAct"), the home rule powers of the Cities and the Ordinance. (c) The Board shall, prior to the Confirmation Date, prepare a Preliminary Official Statement for use in the offering of the Bonds. When such Preliminary Official Statement has been approved by the Board as to final form on the Confirmation Date, such shall become the final Official Statement relating to the Bonds (which, together with the cover page and all exhibits, appendices, maps, diagrams, reports and statements included therein or attached thereto, is herein called the "'Official Statement"'). The Cities and the Board authorize and approve the use of the Preliminary Official Statement and the Official Statement, and the use of copies of the Contract Between the Cities and the Ordinance, in connection with the public offering and sale of the Bonds. (d) The respective officers of the Airport, auditors, counsel and advisors referred to in this Agreement are: Executive Director: Oris W. Dunham, Jr., Executive Director of the Airport Senior Director: James H. Chubbock, Senior Director for Finance and Administration Co-Bond Counsel: McCall, Parkhurst & Horton, Dallas, Texas, and Hutchinson Boyle Brooks & Fisher, Dallas, Texas Accountants: Arthur Andersen & Company Financial Advisors: First Southwest Company, Dallas, Texas Counsel to the Underwriters: Rogers & Wells, New York, New York 4. Representations of the Cities and the Board. (a) The Cities and the Board acknowledge that the Cities will sell the Bonds to the Underwriters, and that the Underwriters will jointly and severally purchase from the Cities the Bonds and will make a public offering of the Bonds in reliance upon the representations and covenants herein set forth. (b) The Cities, each as to itself only, represent that: 4 (i) The Cities are and will be at the Confirmation Date and the Closing duly organized and existing as home rule cities in the State of Texas with the powers and authority, among others, set forth in the Act. (ii) The Board is and will be at the Confirmation Date and at the Closing duly organized and existing as a joint airport board in the State of Texas with the powers and authority among others, set forth in Article 46d, V.A.T.C.S., as amended, as limited by the Contract Between the Cities and the Ordinance and with the powers and authority to carry out and consummate all transactions contemplated by this Agreement, the Official Statement, the Contract Between the Cities, the Ordinance, the Capital Trust Agreement, hereinafter defined, and the Use Agreements (as defined in the Official Statement and hereinafter, as amended, called the "'Use Agreements"'). (iii) When delivered to and paid for by the Underwriters at the Closing, the Bonds (A) will have been duly authorized, executed, issued and delivered in conformity with the Act and the Ordinance, and will be entitled to the benefit and security of the Contract Between the Cities, the Ordinance, the Use Agreements and the Act, and (B) will constitute valid and binding special obligations of the Cities of the character referred to in the Act. (iv) The adoption of the Sixteenth Supplemental Ordinance, the execution and delivery of this Agreement, and the execution and delivery of the Bonds, and the consummation of the transactions contemplated thereby and hereby, and the compliance with the provisions thereof and hereof, will not conflict with or constitute on the part of the Cities a breach or a default under any agreement or instrument to which either of the Cities is a party or by which either is bound or by any existing law, administrative regulation, court order or consent decree to which either of the Cities is subject. (c) The Board represents that: (i) The Board is, and will at the Confirmation Date and at the Closing be, duly organized and existing as a joint airport board of the Cities having the powers and authority, among others, set forth in Article 46d, 5 V.A.T.C.S., as amended, as limited by the Contract Between the Cities and the Ordinance and with the powers and authority to carry out and consummate all transactions contemplated by this Agreement, the Official Statement, the Contract Between the Cities, the Ordinance, and the Use Agreements. (ii) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof under the circumstances contemplated hereby will not conflict with or constitute on the part of the Board a breach of or default under any agreement or other instrument to which the Board is a party or by which it is bound or any existing law, administrative regulation, court order or consent decree to which the Board is subject. (iii) Both at the Confirmation Date and at the Closing, subject, however, to the provisions of section 6(c) hereof, the statements and information contained in the Official Statement will be true, correct and complete in all material respects, and the Official Statement will not omit any statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect. (iv) The financial statements included in the Official Statement will have been prepared in all material respects on a consistent basis, and will present fairly the financial position of the Board and the results of the operation of the Airport at the dates and for the periods indicated. (d) The Cities and the Board represent that, as of the date hereof, the Confirmation Date and the date of the Closing, the Capital Improvement Trust Account Agreement, dated as of April 1, 1972, as amended by the Amendment to Capital Improvement Trust Account Agreement made effective as of October 1, 1981 (hereinafter called the "'Capital Trust Agreement"') and the Use Agreements are and not, and will not be, inconsistent with or in violation of the provisions of the Contract Between the Cities, the Ordinance or any other contract or agreement to which the Board is a party. (e) The Cities and the Board shall prior to the Confirmation Date,, at such time and place as shall be agreed upon by the Board and the Manager, deliver to the Underwriters copies of a preliminary form of official statement (hereinafter, together with the cover page and any and all appendices, exhibits, reports and summaries included therein or attached thereto, referred to as the Preliminary Official Statement"'), and authorizes the use thereof by the Underwriters and the distribution of copies thereof 6 to prospective purchasers and investors of the Bonds. Each person named in the Preliminary Official Statement as having prepared or examined any report, financial statements or other data therein shall have consented to being so named, except as otherwise stated therein and except with respect to published material referred to therein. The Preliminary Official Statement shall be complete, as of its date, except for (i) the omission of certain information as indicated therein by blanks and (ii) certain information set forth therein and referenced as being subject to change. (f) Promptly after the Confirmation Date, the Board shall deliver or cause to be delivered to the Underwriters five copies of the Official Statement, in the form attached to the Confirmation with only such changes therein from the Preliminary Official Statement as shall have been consented to by the Manager. The Board will provide the Underwriters a sufficient quantity of copies of the Official Statement within seven business days following the Confirmation Date to permit delivery of copies of the Official Statement to any potential purchasers of the Bonds, as required pursuant to Rule 15c2-12 ("'15c2-12M) promulgated by the Securities and Exchange Commission (the "Commission"') under the Securities Exchange Act of 1934, as amended. The Cities and the Board hereby represent and warrant to the Underwriters that the information contained in the Official Statement will be complete as of its date, within the meaning of paragraph (e)(3) of 15c2-12, or any successor provision. (g) The Cities and the Board represent that, as of the date hereof and, except as disclosed in the Official Statement, as of the Confirmation Date and the date of the Closing, there are, or will be, no pending legal, administrative or judicial proceedings of which the Cities or the Board have knowledge to which either the Cities or the Board are parties: (i) contesting the corporate existence or powers of the Board or the Cities with respect to the obligations of the Cities under the Contract Between the Cities, the Ordinance, or the Bonds; or, (ii) contesting or affecting the authority for the issuance of, or security for, the Bonds, or seeking to restrain or enjoin the issuance or the delivery of the Bonds; or, (iii) contesting or affecting the validity of the Bonds, the Ordinance, the Contract Between the Cities, the Use Agreement; or (iv) seeking to restrain or enjoin the collection of the income or revenues available or pledged .under the Ordinance. (h) The Cities and the Board represent that the Contract. Between the Cities, the Ordinance, the Use Agreements, and the Capital Trust Agreement, are and at the Confirmation Date and at the Closing will be in full force and effect in accordance with their terms and, as of the Confirmation Date and as of the Closing, will not have been amended, modified or supplemented by the Cities or the Board except as shall have been agreed upon by the Manager and as the Official Statement shall disclose, and there shall have 7 .. ,. been duly adopted and there shall be in full force and effect such resolutions and ordinances as, in the opinion of Special Counsel to the Board or Bond Counsel, shall be necessary in connection with the transactions contemplated hereby. (i) The Cities and the Board represent that no authorization, approval, consent or order of or filing or registration with any court or governmental agency or body is required for the valid authorization, execution, issuance, sale or delivery of the Bonds or the exclusion from gross income of interest thereon for Federal income tax purposes (except for Msubstantial users"' or "'related persons"' as defined in Section 147(a) of the Internal Revenue Code of 1986, as amended (the "Code")), except (i) such action as shall have been taken by the Cities and the Board prior to the execution and. delivery of this Agreement, (ii) the filing of an information return with respect to the Bonds as, and at the time required by, the Code, (iii) such action as may be required to qualify the Bonds under the Blue Sky or securities laws of any jurisdiction, and (iv) the conduct of public hearings and approval by an applicable elected representative of the issuance of the Bonds as required by the Code. 5. Manager's Representations. (a) Upon the authorization by the Manager of the release of the Bonds on or after the Confirmation Date, the Underwriters propose to offer the Bonds for sale upon such terms and conditions as shall permit the sale of the Bonds at prices equal to their principal amounts, as set forth in the Ordinance. (b) The Manager will cooperate fully with the Board in any effort by the Board to obtain a letter of credit for the benefit of the Bondholders from an institution rated "'AA"' or better by Standard & Poors Corporation, or rated "'Aa"' or better by Moody's Investors Services, Inc. 6. Covenants of the Cities and the Board. The Cities and the Board hereby covenant that: (a) The proceeds from the sale of the Bonds will be used or applied at the Closing Date as is provided in the Contract Between the Cities, the Ordinance (and, particularly, the Sixteenth Supplemental Ordinance) and herein. (b) Prior to the Closing Date, the Cities and the Board will cooperate in qualifying the Bonds for offering and sale under the "'Blue Sky"' or other securities laws of those states designated by the Manager; provided, however, that neither the Cities nor the Board shall be required to consent to service of process in connection therewith outside of the State of Texas. 8 (c) The Cities and the Board will promptly notify the Manager of any material change in the affairs or financial condition of the Airport or the Board not disclosed in the Official Statement which may occur after the Confirmation Date and prior to the Closing. After any such notification given after the date of the Official Statement, if, in the opinion of the Cities, the Board or the Manager, a change would be required in the Official Statement in order to make the statements therein true and not misleading or incomplete in any material respect, then such change will be made and the Official Statement as so amended will be supplied to the Manager for distribution. (d) After the Confirmation Date and prior to the Closing, the Board shall advise the Underwriters promptly of any proposal to amend or supplement the Official Statement and will not effect any such amendment or supplement without the consent of the Manager. Prior to the completion of the initial distribution of the Bonds by the Underwriters, the Cities and the Board will advise the Underwriters promptly of the institution of any proceedings known to any of them by any governmental agency prohibition or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. 7. Conditions of the Underwriters' Obligations. The obligation of the Underwriters to purchase the Bonds is subject to the fulfillment of the following conditions at or before the Closing. Should the following conditions not be fulfilled in respect of the Bonds, the obligations of the Underwriters under this Agreement shall terminate and neither the Cities, the Board nor the Underwriters shall have any further obligation hereunder, except that the check referred to in Section 1(b) hereof shall be returned by the Board to the Manager. (a) The Cities' and the Board's representations contained in Section 4 hereof shall be true at and as of the Commitment Date, at and as of the Confirmation Date and at and as of the time of the Closing, and shall be confirmed at the Commitment Date, the Confirmation Date and at the Closing by certificates, in form and substance satisfactory to the Manager, by: (i) the Cities, but each given as to itself only, signed by the City Attorney of each City, or signed by other appropriate officials acceptable to the Manager; and, (ii) the Board signed by the Executive Director and, with respect to the matters contained in sub-section 4(d), a certificate of Legal Counsel to the Board. (b) At the Commitment Date and at all times thereafter, the Sixteenth Supplemental Ordinance shall have been duly approved by the Board and enacted by the City Councils of the Cities and shall be in full force and effect and shall not have been amended, modified or supplemented, and the Cities and the Board shall have duly adopted and there shall be in force and effect such 9 resolutions, and the Cities and the Board and the officials and officers thereof, shall have taken such other action as in the opinion of Co-Bond Counsel shall be necessary or appropriate in connection with the Sixteenth Supplemental Ordinance, with the execution and delivery of the Bonds and with the transactions contemplated thereby and hereby. At the Confirmation, the Ordinance shall be in full force and effect and shall not have been amended, except as disclosed in the Official Statement. The Ordinance shall remain in full force and effect subsequent to the Confirmation Date and from that date to and including the Closing, and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Manager (c) Subsequent to the Confirmation Date, and during the period therefrom up to and including the date of Closing, there shall not have occurred any event not disclosed in Offical Statement materially and adversely affecting the Airport, the Board or the transactions contemplated hereby which in the reasonable opinion of the Manager is required to be set forth in an amendment or supplement to the Official Statement (whether or not the Official Statement shall have been amended or supplemented to set forth such event). (d) There shall be delivered to the Manager at or prior to the Closing two duly certified copies of the Contract Between the Cities, the Ordinance, the Use Agreements, and the Capital Trust Agreement, including all amendments thereto in effect at the Closing. (e) At the Commitment Date, and during the period from the Confirmation Date through the Closing, inclusive, neither the Cities nor the Board shall have defaulted in the performance of any of their covenants or obligations under the Ordinance or hereunder except as disclosed in the Official Statement. (f) The Underwriters shall receive at the Closing: (i) Opinions of Co-Bond Counsel, dated the date of the Closing, in the form and substance as set forth in Appendix A to the Official Statement, and further opinions, dated the date of the Closing, in the form and substance as set forth in Exhibit B; (ii) At the Closing, a letter from Arthur Andersen & Co. relating to the financial statements of the Board and certain material contained in the Official Statement and the consent of Arthur Andersen & Co. to the use of their reports on the financial statements of the Board in the Preliminary Official Statement and the Official Statement and to the references made to them in the Preliminary Official Statement and the Official Statement; and 10 (iii) Certificates of the Director of Finance, dated as of the date hereof , the Confirmation Date and the date of the Closing, respectively, satisfactory in form and substance to the Manager. (g) The Underwriters shall have received such additional documentation as the Manager may reasonably request: (i) to evidence compliance with applicable law; (ii) to evidence the validity of the Bonds, the Contract Between the Cities, the Ordinance and the Use Agreements;- and (iii) to evidence the truth and accuracy, as of the time of Closing, of all representations herein contained and the due performance or satisfaction at or prior to such time of all agreements then to be performed and all conditions then to be satisfied as contemplated under this Agreement. (h) Following the date hereof, and prior to the Confirmation Date, there shall not have been any material adverse change in the affairs or financial condition of the Airport or the Board, other than as disclosed in the Official Statement, taken as a whole, and at the Closing, there shall not have been any material adverse change in the affairs or financial condition of the Airport or the Board, taken as a whole, from that described in the Official Statement, in either case, which, in the judgment of the Manager, makes it inadvisable to proceed with the sale of the Bonds; and the Underwriters shall have received a certificate of the Board certifying that no material adverse change has occurred, or, if such a change has occurred, full information with respect thereto. (i) On or prior to the Closing, no order, ruling, regulation, decree or injunction of any court of competent jurisdiction or of any governmental body or authority shall have been issued (whether in proposed, temporary or final form), and no judicial proceeding shall have been commenced, nor shall any legislation have been enacted or proposed for enactment, with the purpose or effect of prohibiting the issuance, offering, sale or distribution of the Bonds as contemplated hereby or by the Official Statement or performance by the Cities or the Board of their obligations under the Ordinance or this Agreement. (j) The Underwriters shall have received prior to the Closing a copy of an opinion of the Attorney General of the State of Texas relating to the Bonds in accordance with Section 717q V.A.T.C.S., and filed with the Controller in accordance with the provisions therein, to the effect that the Bonds will be valid obligations of the Cities and the Board, which opinion shall not have been amended or withdrawn on or prior to the Closing. (k) Prior to the Closing, there shall be delivered such credit enhancement and liquidity support facilities as shall permit the Bonds to be offered for sale to investors in the manner contemplated hereby and by the Sixteenth Supplemental Ordinance. 11 8. Events Permitting the Underwriters to Terminate. After the Confirmation Date but prior to Closing, except as otherwise disclosed in the Official Statement, the Underwriters may terminate their obligation to purchase the Bonds if, between the date hereof and the Closing, (i) legislation not disclosed in the Official Statement shall have been enacted by the Congress of the United States, or recommended for passage by the President of the United States, or shall have been introduced and favorably reported for passage to either House of Congress by any committee of such House to which legislation had been referred for consideration, or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service of the Chairman or ranking minority member of the Committee on Finance of the United States Senate of the Committee on Ways'and Means of the United States House of Representatives, or a decision shall have been rendered by a court established under Article III of the Constitution of the United States or the Internal Revenue Service, or an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or a release or official statement made by the President of the United States or by the Treasury Department of the United States or the Internal Revenue Service, with respect to federal taxation upon revenues or other income of the general character to be derived by the Board or upon interest received on obligations of the general character of the Bonds, which, in the Manager's judgment, materially adversely affects the market for the Bonds, or (ii) legislation not disclosed in the Official Statement shall have been enacted by the Congress of the United States to become effective on or prior to the Closing, or a decision of a court of the United States shall be rendered, or a stop order, ruling, regulation or proposed regulation by or on behalf of the Securities and Exchange Commission or other agency having jurisdiction over the subject matter shall be issued or made, to the effect that the issuance, sale and delivery of the Bonds, or any other obligations of any similar public body of the general character of the Cities, is in violation of the Securities Act of 1933, as amended, or the enactment of the Ordinance or the execution and delivery of any indenture of similar character is in violation of the Trust Indenture Act of 1939, as amended, or with the purpose or effect of otherwise prohibiting the issuance, sale or delivery of the Bonds as contemplated hereby or by the Official Statement or of obligations of the general character of the Bonds, or (iii) there shall exist any event not disclosed in the Official Statement which in the Managers opinion either (A) makes untrue or incorrect in any material respect any statement contained in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect, or (iv) there shall have occurred any new outbreak of hostilities or other 12 national or international calamity or crisis, not disclosed in the Official Statement the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the Manager's judgment, would make it impracticable for the Underwriters to deliver the Bonds, or (v) there shall be in force and not disclosed in the Official Statement a general suspension of trading on the New York Stock Exchange, Inc. and minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or by order of the Securities and Exchange Commission, or any other governmental authority having jurisdiction, or (vi) a general banking moratorium shall have been declared by either federal, Texas or New York authorities having jurisdiction and be in force. 9. Notices and Other Actions. All notices, demands and formal actions hereunder will be in writing, mailed, telegraphed or delivered to: City of Dallas 1500 Marilla Street Dallas, Texas 75201 City of Fort Worth 100 Throckmorton Fort Worth, Texas 76102 Dallas-Fort Worth P.O. Drawer DFW Dallas-Fort Worth International Airport Board Airport, Texas 75261 The Underwriters: Merrill Lynch Capital Markets Merrill Lynch Pierce, Fenner & Smith, Incorporated World Financial Center North Tower 250 Vesey Street New York, New York 10281-1309 Attention: William F. McCarthy 10. Miscellaneous This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement will inure to the benefit of and' be binding upon the parties and their successors, and will not confer any rights upon any other person. All representations and agreements by you in this Agreement shall remain operative and in full force and effect 13 regardless of any investigation made by or on behalf of any of the Underwriters and shall survive the delivery of and payment for the Bonds. Time shall be of the essence of this Agreement. 11. Successors This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors, and no other person will have any right or obligation hereunder. DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD By: Executive Director ATTEST: Staff Secretary [SEAL] By: ATTEST: City Secretary [SEAL] CITY OF DALLAS, TEXAS City Manager APPROVED AS TO FORM: City Attorney 14 J v t SCHEDULE I Cities of Dallas and Fort Worth, Texas DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Refunding Bonds, Series 1992 LIST OF UNDERWRITERS Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated The First Boston Corporation W R Lazard & Laidlaw Inc. Apex Securities Inc. 0 :r FORM OF OPINION OF CO-BOND COUNSEL Dallas-Forth Worth International Airport Board P.O. Drawer D-FW Dallas-Fort Worth International Airport, Texas 75261 Merrill Lynch Capital Markets Merrill Lynch, Pierce, Fenner & Smith, Incorporated World Financial Center North Tower 250 Vesey Street New York, New York 10281-1309 Manager on behalf of the Underwriters listed in Schedule I of the Forward Purchase Agreement referred to herein EXHIBIT A [Closing Date] DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, SERIES 1992 The form of opinion of Co-Bond Counsel is to be in form and substance as set forth in Appendix A to the Official Statement. A-1 EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [LETTERHEAD OF McCALL, PARKHURST & NORTON] [Closing Date] Dallas-Forth Worth International Airport Board P.O. Drawer D-FW Dallas-Fort Worth International Airport, Texas 75261 Merrill Lynch Capital Markets Merrill Lynch, Pierce, Fenner & Smith, Incorporated World Financial Center North Tower 250 Vesey Street New York, New York 10281-1309 Manager on behalf of the Underwriters listed in Schedule I of the Forward Purchase Agreement referred to herein DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, SERIES 1992 Gentlemen• At your request we have examined the Contract and Agreement (the "'Contract"') between the Cities of Dallas and Fort Worth, Texas (the "'Cities"') , dated and effective as of April 15, 1968; the 1968 Dallas-Fort Worth Regional Airport Concurrent Bond Ordinance adopted respectively by the Cities on November 11 and 12, 1968 (the ^'1968 Ordinancep), authorizing the issuance of Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "'Series 1968 Bondsn); the seventeen (17) Supplemental Regional Airport Concurrent Bond Ordinances authorizing respectively the Regional Airport Joint Revenue Bonds, Series 1972, Series 1973, Regional Airport Joint Revenue Refunding Bonds, Series 1976, Regional Airport Joint Revenue Construction and Refunding, Series 1977, Regional Airport Joint Revenue Bonds, Series 1978, Series 1982, Series 1982A and Series 1984, Regional Airport Joint Revenue Refunding Bonds, Series 1984A, Regional Airport Joint Revenue Bonds, Series 1985, Regional Airport Joint Revenue Refunding Bonds, Series 1987, Series 1992, and Series 1994, and the above captioned bonds (the 1968 Ordinance and the seventeen (17) Supplemental Ordinances, as amended, collectively referred to hereinafter as the "'Ordinance"') ; the Forward Purchase Agreement dated October 10, 1990 (the pAgreement"') , among the Cities, the Dallas-Fort Worth Regional Airport Board (the "'Board"') and the Underwriters named in Schedule I thereto (the "'UnderwritersN), for whom Merrill Lynch Capital B-1 Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated is acting as manager, whereby the Underwriters have purchased the above-captioned Bonds from the Cities; certain below-listed portions of the Official Statement (the MOfficial StatementN), pertaining to the above-captioned bonds; the Dallas-Fort Worth Regional Airport Use Agreements variously dated, the initial amendment to certain of such Agreements initially executed by American Airlines, Inc. and Delta Airlines Inc. dated August 1, 1977, and the Second Amendment to such Agreements dated October 1, 1981; the Capital Improvement Trust Account Agreement, dated April 1, 1972, and the Amendment to Capital Improvement Trust Account Agreement, dated October 1, 1981; the resolution(s) by the Board authorizing the execution of such Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement; the opinion letter signed by the legal counsel of the Board with reference to the validity of the Use Agreements, as amended, and Capital Improvement Trust Account Agreement, as amended; the Constitution and Statutes of the State of Texas where pertinent; certain provisions, as hereinafter mentioned, of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the "'Code"'); Section 3(a)(2) of the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended. Based on such examination, in our opinion (i) the Contract has been duly authorized, executed and delivered and constitutes a valid and effective agreement in accordance with its terms; (ii) the Ordinance has been duly passed by the City Councils of the Cities and the covenants therein constitute valid obligations of the Cities and the Board, including the obligation set forth in Section 9.4B on the part of the Board to fix, place into effect, directly or through leases, contracts and agreements with users of the Dallas-Fort Worth Regional Airport, rentals, rates, fees and charges which shall be at least sufficient to produce in each MFiscal Yearp "'Gross Revenues"' sufficient to pay the "'Operating and Maintenance Expensesa thereof plus 1.25 times the amount required by the Ordinance that year to be deposited into the "'Interest and Sinking Fund"' (as such terms are defined in the Ordinance) and the Cities and the Board have the legal power and authority to impose rates and charges for the use of the Airport in the amounts necessary to meet such covenant; (iii) the Agreement has been duly authorized, executed and delivered by the Cities and the Board and constitutes a binding and enforceable agreement of the Cities and the Board in accordance with its terms, (iv) although we have not verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement, we have reviewed solely in our capacity as Bond Counsel the information contained in the Official Statement under such headings as are reasonably satisfactory to the Manager and in the course of this review, no facts came to our attention which would lead us to believe that such portions of the Official Statement, as of the B-2 date thereof, contained an untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading; (v) the Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement have been duly and lawfully authorized, executed and delivered by the Board, and the provisions of the Use Agreements, as amended by the Second Amendment and the Capital Improvement Trust Account Agreement, as amended by the Amendment to Capital Improvement Trust Account Agreement are not in violation of any provision of the Contract or the Ordinance; (vi) no registration with the Securities Act of 1933, as amended, need be made in connection with the offering and sales of the above captioned Bonds; and (vii) the Ordinance is not required to be qualified under the Trust Indenture Act of 1939, as amended. It should be noted that the enforceability of the contract and the Ordinance and the Agreement may be limited by bankruptcy, insolvency, reorganization, or similar laws relating to or affecting creditors' rights generally. Respectfully, B-3 r +~=: ~~~ M~ FXIT ~ ~f Cities of Dallas and Fort Worth, Texas DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Refunding Bonds, Series 1994 FORWARD PURCHASE AGREEMENT FORWARD PURCHASE AGREEMENT, dated October 10, 1990 among the CITIES OF DALLAS AND FORT WORTH, TEXAS (the "Cities"), the DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD (the "Board"), and the Underwriters named in Schedule I hereto (the "Underwriters"), for whom Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated will serve as the manager (the "Manager"). This Agreement is made and entered into in respect of the authorization, issuance and sale by the Cities, and the purchase by the Underwriters, of the aggregate principal amount of "Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994" (the "Bonds") authorized pursuant to the Seventeenth Supplemental Ordinance, described below, to be jointly issued by the Cities. The Bonds shall bear interest at variable rates determined from time to time, and shall have such other terms, as are set forth in the Seventeenth Supplemental Ordinance, described below, and shall be more fully described in the Official Statement to be executed and dated as of the Confirmation Date, described below. 1. Commitment. (a) Upon execution of this Agreement by the Cities, the Board and the Manager, on behalf of itself and the other Underwriters, this Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Cities, the Board and the Underwriters. (b) Currently with the confirmation of this Agreement on the Confirmation Date, Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, acting on behalf of the Underwriters, shall deliver to the Board a certified or official bank check .payable to the order of the Treasurer of the Board in the amount of approximately 1$ of the aggregate principal amount of the Bonds as security for the performance by the Underwriters of their obligation to accept and pay for the Bonds at the Closing (as such term is hereinafter defined) in accordance ~: with the provisions of this Agreement. Said check shall be held uncashed as security and concurrently with the delivery of and payment for the Bonds at the Closing shall be returned to Merrill Lynch Capital Markets. Upon the failure to deliver the Bonds at the Closing or if the conditions to the obligations of the Underwriters contained herein are not satisfied, or if such obligations are terminated for any reason permitted by this Agreement, such check shall be immediately returned to Merrill Lynch Capital Markets. In the event the Underwriters fail (other than for a reason permitted pursuant to this Agreement) to accept and pay for the Bonds at the Closing, such check shall be cashed by the Board, and the amount thereof retained by the Board as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the cashing of such check shall constitute a full release and discharge of all claims and rights hereunder against the Underwriters. 2. Confirmation, Purchase, Sale and Closing. Bonds. On the terms and conditions and upon the basis of the representations hereinafter set forth the Underwriters, jointly and severally, hereby agree to purchase from the Cities, and the Cities hereby agree to sell to the Underwriters, the Bonds at an aggregate purchase price equal to the principal amount of the Bonds being issued, plus interest, if any, accrued from their date, to and through the day preceding the Closing. As compensation for the purchase of the Bonds, the Underwriters will be paid an underwriting fee of .45 percent of the principal amount of the Bonds being issued, payable by wire transfer in immediately available funds on such date (the "Commitment Date") as there shall first be entered into a rate swap transaction by and between the Board and Merrill Lynch Capital Services, Inc. ("MLCS") pursuant to the Master Interest Exchange Agreement, dated as of September 1, 1990, by and between the Board and MLCS. Purchase Oblictation. severally obligated to purchase Bonds are purchased. The Underwriters are jointly and all of the Bonds if any of the Confirmation. The obligations of the Cities, the Board and the Underwriters hereunder shall be confirmed by written agreement (the "Confirmation") between the Board and the Manager on behalf of the Underwriters not more than 90 days prior to the execution and delivery of the Bonds. On the date of such confirmation (the "Confirmation Date"), the Cities, the Board and the Manager, on behalf of the Underwriters, shall execute such additional agreements as the Board and the Manager deem necessary and appropriate to confirm the obligations of the parties hereunder and shall deliver such additional opinions, certificates and other documents as shall be necessary to comply, or evidence compliance with, their respective obligations hereunder. 2 Payment for the Bonds. The Underwriters shall pay for the Bonds at the Closing with immediately available funds, payable by wire transfer, for account of the Treasurer of the Board, to such account as he shall designate not later than five days prior to the Closing. Closing and Delivery. The Closing (the "Closing") will be held on or about October 27, 1994, at such place and at such date and time as shall be agreed upon by the Board and the Manager. The initially issued Bonds will be delivered at such place as shall be agreed upon by the Board and the Manager in fully registered form, in denominations as shall be specified by the Manager not less than five business days prior to the date of Closing, and will be made available to the Manager for inspection and packaging at Depository Trust Company, New York, New York at least 24 hours prior to the Closing. Expenses. All costs and expenses of the Cities and the Board in connection with the authorization, issuance, sale and delivery of the Bonds and the other items herein specified to be delivered to the Underwriters shall be paid for by, or provision for payment made by, the Board. Said costs and expenses shall include: the costs of printing the Bonds, the Sixteenth Supplemental Ordinance (as hereinafter defined), and the Preliminary Official Statement and the Official Statement, including distribution costs thereof at regular mail rates, in all cases in reasonable quantities; the fees and charges of any engineers, consultants, advisors, auditors and the rating agencies; and the fees and expenses of Bond Counsel and any special counsel to the Cities or the Board in connection with the transactions herein contemplated. Except as indicated above, all expenses of the Underwriters, including traveling, the costs of distribution of the Preliminary and Official Statement in excess of regular mail rates, and other expenses, shall be paid by the Underwriters. 3. Background. (a) Pursuant to a Contract and Agreement between the Cities, dated and effective as of April 15, 1968 (the "Contract Between the Cities"), the Cities authorized and directed the Board, acting on behalf of the Cities, to proceed with the development of the Dallas-Fort Worth International Airport (the "Airport"). Pursuant to the Contract Between the Cities, the City Councils of the Cities on November 11 and 12, 1968, adopted the 1968 Regional Airport Concurrent Bond Ordinance (the "1968 Ordinance") authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds for the financing of the Airport. The Bonds will constitute "Refunding Bonds" under the 1968 Ordinance, as supplemented and amended, including the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance, adopted by the City Council of the City of Dallas on October 10, 1990 and the City 3 Council of the City of Fort Worth on October 9, 1990 (the "Seventeenth Supplemental Ordinance"). The Bonds are being issued to refund certain outstanding bonds issued pursuant to the 1968 Ordinance. Except where herein noted to the contrary, "Ordinance" refers to all the ordinances under which the Bonds are issued, including, particularly, the 1968 Ordinance and the Seventeenth Supplemental Ordinance. (b) The Bonds are issued under the provisions of Articles 46d, 1269]-5.1, 717k and 717q, V.A.T.C.S., as amended (the "Act"), the home rule powers of the Cities and the Ordinance. (c) The Board shall, prior to the Confirmation Date, prepare a Preliminary Official Statement for use in the offering of the Bonds. When such Preliminary Official Statement has been approved by the Board as to final form on the Confirmation Date, such shall become the final Official Statement relating to the Bonds (which, together with the cover page and all exhibits, appendices, maps, diagrams, reports and statements included therein or attached thereto, is herein called the "Official Statement"). The Cities and the Board authorize and approve the use of the Preliminary Official Statement and the Official Statement, and the use of copies of the Contract Between the Cities and the Ordinance, in connection with the public offering and sale of the Bonds. (d) The respective officers of the Airport, auditors, counsel and advisors referred to in this Agreement are: Executive Director: Oris W. Dunham, Jr., Executive Director of the Airport Senior Director: James H. Chubbock, Senior Director for Finance and Administration Co-Bond Counsel: McCall, Parkhurst & Horton, Dallas, Texas, and Hutchinson Boyle Brooks & Fisher, Dallas, Texas Accountants: Arthur Andersen & Company Financial Advisors: First Southwest Company, Dallas, Texas Counsel to the Underwriters: Rogers & Wells, New York, New York 4. Representations of the Cities and the Board. (a) The Cities and the Board acknowledge that the Cities will sell the Bonds to the Underwriters, and that the Underwriters will jointly and severally purchase from the Cities the Bonds and will make a public offering of the Bonds in reliance upon the representations and covenants herein set forth. 4 kf'' y. '4'-~ .. (b) The Cities, each as to itself only, represent that: (i) The Cities are and will be at the Confirmation Date and the Closing duly organized and existing as home rule cities in the State~of Texas with the powers and authority, among others, set forth in the Act. (ii) The Board is and will be at the Confirmation Date and at the Closing duly organized and existing as a joint airport board in the State of Texas with the powers and authority among others, set forth in Article 46d, V.A.T.C.S., as amended, as limited by the Contract Between the Cities and the Ordinance and with the powers and authority to carry out and consummate all transactions contemplated by this Agreement, the Official Statement, the Contract Between the Cities, the Ordinance, the Capital Trust Agreement, hereinafter defined, and the Use Agreements (as defined in the Official Statement and hereinafter, as amended, called the "Use Agreements"). (iii) When delivered to and paid for by the Underwriters at the Closing, the Bonds (A) will have been duly authorized, executed, issued and delivered in conformity with the Act and the Ordinance, and will be entitled to the benefit and security of the Contract Between the Cities, the Ordinance, the Use Agreements and the Act, and (B) will constitute valid and binding special obligations of the Cities of the character referred to in the Act. (iv) The adoption of the Seventeenth Supplemental Ordinance, the execution and delivery of this Agreement, and the execution and delivery of the Bonds, and the consummation of the transactions contemplated thereby and hereby, and the compliance with the provisions thereof and hereof, will not conflict with or constitute on the part of the Cities a breach or a default under any agreement or instrument to which either of the Cities is a party or by which either is bound or by any existing law, administrative regulation, court order or consent decree to which either of the Cities is subject. 5 ~;~s~~ (c) The Board represents that: (i) The Board is, and will at the Confirmation Date and at the Closing be, duly organized and existing as a joint airport board of the Cities having the powers and authority, among others, set forth in Article 46d, V.A.T.C.S., as amended, as limited by the Contract Between the Cities and the Ordinance and with the powers and authority to carry out and consummate all transactions contemplated by this Agreement, the Official Statement, the Contract Between the Cities, the Ordinance, and the Use Agreements. (ii) The execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof under the circumstances contemplated hereby will not conflict with or constitute on the part of the Board a breach of or default under any agreement or other instrument to which the Board is a party or by which it is bound or any existing law, administrative regulation, court order or consent decree to which the Board is subject. (iii) Both at the Confirmation Date and at the Closing, subject, however, to the provisions of section 6(c) hereof, the statements and information contained in the Official Statement will be true, correct and complete in all material respects, and the Official Statement will not omit any statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect. (iv) The financial statements included in the Official Statement will have been prepared in all material respects on a consistent basis, and will present fairly the financial position of the Board and the results of the operation of the Airport at the dates and for the periods indicated. (d) The Cities and the Board represent that, as of the date hereof, the Confirmation Date and the date of the Closing, the Capital Improvement Trust Account Agreement, dated as of April 1, 1972, as amended by the Amendment to Capital Improvement Trust Account. Agreement made effective as of October 1, 1981 (hereinafter called the "Capital Trust Agreement") and the Use Agreements are and not, and will not be, inconsistent with or in violation of the provisions of the Contract Between the Cities, the Ordinance or any other contract or agreement to which the Board is a party. 6 (e) The Cities and the Board shall prior to the Confirmation Date, at such time and place as shall be agreed upon by the Board and the Manager, deliver to the Underwriters copies of a preliminary form of official statement (hereinafter, together with the cover page and any and all appendices, exhibits, reports and summaries included therein or attached thereto, referred to as the "Preliminary Official Statement"), and authorizes the use thereof by the Underwriters and the distribution of copies thereof to prospective purchasers and investors of the Bonds. Each person named in the Preliminary Official Statement as having prepared or examined any report, financial statements or other data therein shall have consented to being so named, except as otherwise stated therein and except with respect to published material referred to therein. The Preliminary Official Statement shall be complete, as of its date, except for (i) the omission of certain information as indicated therein by blanks and (ii) certain information set forth therein and referenced as being subject to change. (f) Promptly after the Confirmation Date, the Board shall deliver or cause to be delivered to the Underwriters five copies of the Official Statement, in the form attached to the Confirmation with only such changes therein from the Preliminary Official Statement as shall have been consented to by the Manager. The Board will provide the Underwriters a sufficient quantity of copies of the Official Statement within seven business days following the Confirmation Date to permit delivery of copies of the Official Statement to any potential purchasers of the Bonds, as required pursuant to Rule 15c2-12 ("15c2-12") promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended. The Cities and the Board hereby represent and warrant to the Underwriters that the information contained in the Official Statement will be complete as of its date, within the meaning of paragraph (e)(3) of 15c2-12, or any successor provision. (g) The Cities and the Board represent that, as of the date hereof and, except as disclosed in the Official Statement, as of the Confirmation Date and the date of the Closing, there are, or will be, no pending legal, administrative or judicial proceedings of which the Cities or the Board have knowledge to which either the Cities or the Board are parties: (i) contesting the corporate existence or powers of the Board or the Cities with respect to the obligations of the Cities under the Contract Between the Cities, the Ordinance, or the Bonds; or, (ii) contesting or affecting the authority for the issuance of, or security for, the Bonds, or seeking to restrain or enjoin the issuance or the delivery of the Bonds; or, (iii) contesting or affecting the validity of the Bonds, the Ordinance, the Contract Between the Cities, the Use Agreement; or (iv) seeking to restrain or enjoin the collection of the income or revenues available or pledged under the Ordinance. 7 (h) The Cities and the Board represent that the Contract Between the Cities, the Ordinance, the Use Agreements, and the Capital Trust Agreement, are and at the Confirmation Date and at the Closing will be in full force and effect in accordance with their terms and, as of the Confirmation Date and as of the Closing, will not have been amended, modified or supplemented by the Cities or the Board except as shall have been agreed upon by the Manager and as the Official Statement shall disclose, and there shall have been duly adopted and there shall be in full force and effect such resolutions and ordinances as, in the opinion of Special Counsel to the Board or Bond Counsel, shall be necessary in connection with the transactions contemplated hereby. (i) The Cities and the Board represent that no authorization, approval, consent or order of or filing or registration with any court or governmental agency or body is required for the valid authorization, execution, issuance, sale or delivery of the Bonds or the exclusion from gross income of interest thereon for Federal income tax purposes (except for "substantial users" or "related persons" as defined in Section 147(a) of the Internal Revenue Code of 1986, as amended (the "Code")), except (i) such action as shall have been taken by the Cities and the Board prior to the execution and delivery of this Agreement, (ii) the filing of an information return with respect to the Bonds as, and at the time required by, the Code, (iii) such action as may be required to qualify the Bonds under the Blue Sky or securities laws of any jurisdiction, and •(iv) the conduct of public hearings and approval by an applicable elected representative of the issuance of the Bonds as required by the Code. 5. Manager's Representations. (a) Upon the authorization by the Manager of the release of the Bonds on or after the Confirmation Date, the Underwriters propose to offer the Bonds for sale upon such terms and conditions as shall permit the sale of the Bonds at prices equal to their principal amounts, as set forth in the Ordinance. (b) The Manager will cooperate fully with the Board in any effort by the Board to obtain a letter of credit for the benefit of the Bondholders from an institution rated "AA" or better by Standard & Poors Corporation, or rated "Aa" or better by Moody's Investors Services, Inc. 6. Covenants of the Cities and the Board. The Cities and the Board hereby covenant that: (a) The proceeds from the sale of the Bonds will be used or applied at the Closing Date as is provided in the Contract 8 .a Between the Cities, the Ordinance (and, particularly, the Seventeenth Supplemental Ordinance) and herein. (b) Prior to the Closing Date, the Cities and the Board will cooperate in qualifying the Bonds for offering and sale under the "Blue Sky" or other securities laws of those states designated by the Manager; provided, however, that neither the Cities nor the Board shall be required to consent to service of process in connection therewith outside of the State of Texas. (c) The Cities and the Board will promptly notify the Manager of any material change in the affairs or financial condition of the Airport or the Board not disclosed in the Official Statement which may occur after the Confirmation Date and prior to the Closing. After any such notification given after the date of the Official Statement, if, in the opinion of the Cities, the Board or the Manager, a change would be required in the Official Statement in order to make the statements therein true and not misleading or incomplete in any material respect, then such change will be made and the Official Statement as so amended will be supplied to the Manager for distribution. (d) After the Confirmation Date and prior to the Closing, the Board shall advise the Underwriters promptly of any proposal to amend or supplement the Official Statement and will not effect any such amendment or supplement without the consent of the Manager. Prior to the completion of the initial distribution of the Bonds by the Underwriters, the Cities and the Board will advise the Underwriters promptly of the institution of any proceedings known to any of them by any governmental agency prohibition or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. 7. Conditions of the Underwriters' Obligations. The obligation of the Underwriters to purchase the Bonds is subject to the fulfillment of the following conditions at or before the Closing. Should the following conditions not. be fulfilled in respect of the Bonds, the obligations of the Underwriters under this Agreement shall terminate and neither the Cities, the Board nor the Underwriters shall have any further obligation hereunder, except that the check referred to in Section 1(b) hereof shall be returned by the Board to the Manager. (a) The Cities' and the Board's representations contained in Section 4 hereof shall be true at and as of the Commitment Date, at and as of the Confirmation Date and at and as of the time of the Closing, and shall be confirmed at the Commitment Date, the Confirmation Date and at the Closing by certificates, in form and substance satisfactory to the Manager, by: (i) the Cities, but each given as to itself only, signed by ...... the City Attorney of each City, or signed by other appropriate officials acceptable to the Manager; and, (ii) the Board signed by the Executive Director and, with respect to the matters contained in sub-section 4(d), a certificate of Legal Counsel to the Board. (b) At the Commitment Date and at all times thereafter, the Seventeenth Supplemental Ordinance shall have been duly approved by the Board and enacted by the City Councils of the Cities and shall be in full force and effect and shall not have been amended, modified or supplemented, and the Cities and the Board shall have duly adopted and there shall be in force and effect such resolutions, and the Cities and the Board and the officials and officers thereof, shall have taken such other action as in the opinion of Co-Bond Counsel shall be necessary or appropriate in connection with the Seventeenth Supplemental Ordinance, with the execution and delivery of the Bonds and with the transactions contemplated thereby and hereby. At the- Confirmation, the Ordinance shall be in full force and effect and shall not have been amended, except as disclosed in the Official Statement. The Ordinance shall remain in full force and effect subsequent to the Confirmation Date and from that date to and including the Closing, and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Manager (c) Subsequent to the Confirmation Date, and during the period therefrom up to and including the date of Closing, there shall not have occurred any event not disclosed in Offical Statement materially and adversely affecting the Airport, the Board or the transactions contemplated hereby which in the reasonable opinion of the Manager is required to be set forth in an amendment or supplement to the Official Statement (whether or not the Official Statement shall have been amended or supplemented to set forth such event). (d) There shall be delivered to the Manager at or prior to the Closing two duly certified copies of the Contract Between the Cities, the Ordinance, the Use Agreements, and the Capital Trust Agreement, including all amendments thereto in effect at the Closing. (e) At the Commitment Date, and during the period from the Confirmation Date through the Closing, inclusive, neither the Cities nor the Board shall have defaulted in the performance of any of their covenants or obligations under the Ordinance or hereunder except as disclosed in the Official Statement. (f) The Underwriters shall receive at the Closing: (i) Opinions of Co-Bond Counsel, dated the date of the Closing, in the form and substance as set forth in 10 ,; Appendix A to the Official Statement, and further opinions, dated the date of the Closing, in the form and substance as set forth in Exhibit B; (ii) At the Closing, a letter from Arthur Andersen & Co. relating to the financial statements of the Board and certain material contained in the Official Statement and the consent of Arthur Andersen & Co. to the use of their reports on the financial statements of the Board in the Preliminary Official Statement and the Official Statement and to the references made to them in the Preliminary Official Statement and the Official Statement; and (iii) Certificates of the Director of Finance, dated as of the date hereof , the Confirmation Date and the date of the Closing, respectively, satisfactory in form and substance to the Manager. (g) The Underwriters shall have received such additional documentation as the Manager may reasonably request: (i) to evidence compliance with applicable law; (ii) to evidence the validity of the Bonds, the Contract Between the Cities, the Ordinance and the Use Agreements; and (iii) to evidence the truth and accuracy, as of the time of Closing, of all representations herein contained and the due performance or satisfaction at or prior to such time of all agreements then to be performed and all conditions then to be satisfied as contemplated under this Agreement. (h) Following the date hereof, and prior to the Confirmation Date, there shall not have been any material adverse change in the affairs or financial condition of the Airport or the Board, other than as disclosed in the Official Statement, taken as a whole, and at the Closing, there shall not have been any material adverse change in the affairs or financial condition of the Airport or the Board, taken as a whole, from that described in the Official Statement, in either case, which, in the judgment of the Manager, makes it inadvisable to proceed with the sale of the Bonds; and the Underwriters shall have received a certificate of the Board certifying that no material adverse change has occurred, or, if such a change has occurred, full information with respect thereto. (i) On or prior to the Closing, no order, ruling, regulation, decree or injunction of any court of competent jurisdiction or of any governmental body or authority shall have been issued (whether in proposed, temporary or final form), and no judicial proceeding shall have been commenced, nor shall any legislation have been enacted or proposed for enactment, with the purpose or effect of prohibiting the issuance, offering, sale or distribution of the Bonds as contemplated hereby or by the Official 11 ~~ ~--. Statement or performance by the Cities or the Board of their obligations under the Ordinance or this Agreement. - (j) The Underwriters shall have received prior to the Closing a copy of an opinion of the Attorney General of the State of Texas relating to the Bonds in accordance with Section 717q V.A.T.C.S., and filed with the Controller in accordance with the provisions therein, to the effect that the Bonds will be valid obligations of the Cities and the Board, which opinion shall not have been amended or withdrawn on or prior to the Closing. (k) Prior to the Closing, there shall be delivered such credit enhancement and liquidity support facilities as shall permit the Bonds to be offered for sale to investors in the manner contemplated hereby and by the Seventeenth Supplemental Ordinance. 8. Events Permitting the Underwriters to Terminate. After the Confirmation Date but prior to Closing, except as otherwise disclosed in the Official Statement, the Underwriters may terminate their obligation to purchase the Bonds if, between the date hereof and the Closing, (i) legislation not disclosed in the Official Statement shall have been enacted by the Congress of the United States, or recommended for passage by the President of the United States, or shall have been introduced and favorably reported for passage to either House of Congress by any committee of such House to which legislation had been referred for consideration, or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service of the Chairman or ranking minority member of the Committee on Finance of the United States Senate of the Committee on Ways and Means of the United States House of Representatives, or a decision shall have been rendered by a court established under Article III of the Constitution of the United States or the Internal Revenue Service, or an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or a release or official statement made by the President of the United States or by the Treasury Department of the United States or the Internal Revenue Service, with respect to federal taxation upon revenues or other income of the general character to be derived by the Board or upon interest received on obligations of the general character of the Bonds, which, in the Manager's judgment, materially adversely affects the market for the Bonds, or (ii) legislation not disclosed in the Official Statement shall have been enacted by the Congress of the United States to become effective on or prior to the Closing, or a decision of a court of the United States shall be rendered, or a stop order, ruling, regulation or proposed regulation by or on behalf of the Securities and Exchange Commission or other agency having jurisdiction over the subject 12 matter shall be issued or made, to the effect that the issuance, sale and delivery of the Bonds, or any other obligations of any similar public body of the general character of the Cities, is in violation of the Securities Act of 1933, as amended, or the enactment of the Ordinance or the execution and delivery of any indenture of similar character is in violation of the Trust Indenture Act of 1939, as amended, or with the purpose or effect of otherwise prohibiting the issuance, sale or delivery of the Bonds as contemplated hereby or by the Official Statement or of obligations of the general character of the Bonds, or (iii) there shall exist any event not disclosed in the Official Statement which in the Manager's opinion either (A) makes untrue or incorrect in any material respect any statement contained in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect, or (iv) there shall have occurred any new outbreak of hostilities or other national or international calamity or crisis, not disclosed in the Official Statement the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the Manager's judgment, would make it impracticable for the Underwriters to deliver the Bonds, or (v) there shall be in force and not disclosed in the Official Statement a general suspension of trading on the New York Stock Exchange, Inc. and minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange or by order of the Securities and Exchange Commission, or any other governmental authority having jurisdiction, or (vi) a general banking moratorium shall have been declared by either federal, Texas or New York authorities having jurisdiction and be in force. 9. Notices and Other Actions. All notices, demands and formal actions hereunder will be in writing, mailed, telegraphed or delivered to: City of Dallas 1500 Manilla Street Dallas, Texas 75201 City of Fort Worth 100 Throckmorton Fort Worth, Texas 76102 Dallas-Fort Worth International Airport Board P.O. Drawer DFW Dallas-Fort Worth Airport, Texas 75261 13 The Underwriters: Merrill Lynch Capital Markets Merrill Lynch Pierce, Fenner & Smith, Incorporated World Financial Center North Tower 250 Vesey Street New York, New York 10281-1309 Attention: William F. McCarthy 10. Miscellaneous This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall. be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement will inure to the benefit of and be binding upon the parties and their successors, and will not confer any rights upon any other person. All representations and agreements by you in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any of the Underwriters and shall survive the delivery of and payment for the Bonds. Time shall be of the essence of this Agreement. 11. Successors This Agreement binding upon the parties and no other person will will inure to the benefit of and be hereto and their respective successors, have any right or obligation hereunder. DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD By. • Executive Director ATTEST: Staff Secretary [SEAL] 14 ,,,, ~- a. SCHEDULE I Cities of Dallas and Fort Worth, Texas DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Refunding Bonds, Series 1994 LIFT OF UNDERWRITERS Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated The First Boston Corporation W R Lazard & Laidlaw Inc. Apex Securities Inc. ~,~ ~. ....~ a FORM OF OPINION OF CO-BOND COUNSEL EXHIBIT A [Closing Date] Dallas-Forth Worth International Airport Board P.O. Drawer D-FW Dallas-Fort Worth International Airport, Texas 75261 Merrill Lynch Capital Markets Merrill Lynch, Pierce, Fenner & Smith, Incorporated World Financial Center North Tower 250 Vesey Street New York, New York 10281-1309 Manager on behalf of the Underwriters listed in Schedule I of the Forward Purchase Agreement referred to herein DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, SERIES 1994 The form of opinion of Co-Bond Counsel is to be in form and substance as set forth in Appendix A to the Offered Statement. A-1 ~,:: EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [LETTERHEAD OF McCALL, PARKHURST & NORTON] [Closing Date] Dallas-Forth Worth International Airport Board P.O. Drawer D-FW Dallas-Fort Worth International Airport, Texas 75261 Merrill Lynch Capital Markets Merrill Lynch, Pierce, Fenner & Smith, Incorporated World Financial Center North Tower 250 Vesey Street New York, New York 10281-1309 Manager on behalf of the Underwriters listed in Schedule I of the Forward Purchase Agreement referred to herein DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, SERIES 1994 Gentlemen: At your request we have examined the Contract and Agreement (the "Contract") between the Cities of Dallas and Fort Worth, Texas (the "Cities"), dated and effective as of April 15, 1968; the 1968 Dallas-Fort Worth Regional Airport Concurrent Bond Ordinance adopted respectively by the Cities on November it and 12, 1968 (the "1968 Ordinance"), authorizing the issuance of Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"); the seventeen (17) Supplemental Regional Airport Concurrent Bond Ordinances authorizing respectively the Regional Airport Joint Revenue Bonds, Series 1972, Series 1973, Regional Airport Joint Revenue Refunding Bonds, Series 1976, Regional Airport Joint Revenue Construction and Refunding, Series 1977, Regional Airport Joint Revenue Bonds, Series 1978, Series 1982, Series 1982A and Series 1984, Regional Airport Joint Revenue Refunding Bonds, Series 1984A, Regional Airport Joint Revenue Bonds, Series 1985, Regional Airport Joint Revenue Refunding Bonds, Series 1987, Series 1992, and Series 1994, and the above captioned bonds (the 1968 Ordinance and the seventeen (17) Supplemental Ordinances, as amended, collectively referred to hereinafter as the "Ordinance"); the Forward Purchase Agreement dated October 10, 1990 (the "Agreement"), among the Cities, the Dallas-Fort Worth Regional Airport Board (the "Board") and the Underwriters named in Schedule B-1 I thereto (the "Underwriters"), for whom Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated is acting as manager, whereby the Underwriters have purchased the above-captioned Bonds from the Cities; certain below-listed portions of the Official Statement (the "Official Statement"), pertaining to the above-captioned bonds; the Dallas-Fort Worth Regional Airport Use Agreements variously dated, the initial amendment to certain of such Agreements initially executed by American Airlines, Inc. and Delta Airlines Inc. dated August 1, 1977, and the Second Amendment to such Agreements dated October 1, 1981; the Capital Improvement Trust Account Agreement, dated April 1, 1972, and the Amendment to Capital Improvement Trust Account Agreement, dated October 1, 1981; the resolution(s) by the Board authorizing the execution of such Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement; the opinion letter signed by the legal counsel of the Board with reference to the validity of the Use Agreements, as amended, and Capital Improvement Trust Account Agreement, as amended; the Constitution and Statutes of the State of Texas where pertinent; certain provisions, as hereinafter mentioned, of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the "Code"); Section 3(a)(2) of the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended. Based on such examination, in our opinion (i) the Contract has been duly authorized, executed and delivered and constitutes a valid and effective agreement in accordance with its terms; (ii) the Ordinance has been duly passed by the City Councils of the Cities and the covenants therein constitute valid obligations of the Cities and the Board, including the obligation set forth in Section 9.4B on the part of the Board to fix, place into effect, directly or through leases, contracts and agreements with users of the Dallas-Fort Worth Regional Airport, rentals, rates, fees and charges which shall be at least sufficient to produce in each "Fiscal Year" "Gross Revenues" sufficient to pay the "Operating and Maintenance Expenses" thereof plus 1.25 times the amount required by the Ordinance that year to be deposited into the "Interest and Sinking Fund" (as such terms are defined in the Ordinance) and the Cities and the Board have the legal power and authority to impose rates and charges for the use of the Airport in the amounts necessary to meet such covenant; (iii) the Agreement has been duly authorized, executed and delivered by the Cities and the Board and constitutes a binding and enforceable agreement of the Cities and the Board in accordance with its terms, (iv) although we have not verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement, we have reviewed solely in our capacity as Bond Counsel the information contained in the Official Statement under such headings as are reasonably satisfactory to the Manager and in the course of B-2 ,,; <~ ,.:, this review, no facts came to our attention which would lead us to believe that such portions of the Official Statement, as of the date thereof, contained an untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading; (v) the Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement have been duly and lawfully authorized, executed and delivered by the Board, and the provisions of the Use Agreements, as amended by the Second Amendment and the Capital Improvement Trust Account Agreement, as amended by the .Amendment to Capital Improvement Trust Account Agreement are not in violation of any provision of the Contract or the Ordinance; (vi) no registration with the Securities Act of 1933, as amended, need be made in connection with the offering and sales of the above captioned Bonds; and (vii) the Ordinance is not required to be qualified under the Trust Indenture Act of 1939, as amended. It should be noted that the enforceability of the contract and the Ordinance and the Agreement may be limited by bankruptcy, insolvency, reorganization, or similar laws relating to or affecting creditors' rights generally. Respectfully, B-3