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HomeMy WebLinkAboutOrdinance 9236~ '?`' - ., ~~ _, _ < .. THIRTEENTH SUPPLEMENTAL ORDINANCE Y U~1~ir~rrn~1~ Six~rlrmrn#~1 ~r~-i~nal .1tr~nrt C~unrurrrnt ~nn~ (~x~in~nrr Authorizing the Issuance of DALLAS -TORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS Series 1984A - 8113,575,000 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT ~ ORTH, TEXAS October 9 and 10, 1984 Dated October 1, 1984 !~ .. v• CITY OF DALLAS ORDINANCE NO. 13426 CITY OF FORT WORTH ORDINANCE NO. 9236 ~~i l~ ~. r ~ <r THIRTEENTH SUPPLEMENTAL ORDINANCE An ordinance passed concurrently by the City Councils, respectively, of the Cities of "Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, in the aggregate principal amount of $113,575,000, bearing interest at the rates specified, for the purpose of refunding certain outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds; providing for the form of said bonds, appointing a Paying Agent/Registrar and providing for the transfer and exchange of such bonds; awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas-Fort Worth Regional Airport Board to delivex said bonds as herein directed, providing that such bonds are on a parity with the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds hereto- fore issued and sold and not authorized herein to be refunded, adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supple- mental Regional Airport Concurrent Bond Ordinances which authorized the issuance of out- standing bonds, providing for the deposit of the proceeds of the Series 1984A Bonds into certain funds and into special escrow funds authorized to be established hereby for the benefit of certain of the said bonds being refunded, and directing that due observance of the covenants herein contained be made by the Board, providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. WHEREAS, .pursuant to applicable laws, including Art. 1269j-5.1, Art. 1269j-5.2, Art. 717k and 46d V.A.T C.S., and a certain contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12,;1968 (the "1968 Ordi- nance"), authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), and by ordinances passed concurrently and subsequently authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, Series 1970A, Series 1971, Series 1971A, Series 1972, Series 1973, Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, Dallas- Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, and Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, Series 1982, Series 1982A and Series 1984, respectively, for the purpose of paying the costs of the Dallas-Fort Worth Regional Airport and for the purpose of refunding certain bonds issued pursuant to the 1968 Ordinance as supplemented, and WHEREAS, such subsequently issued bonds were issued in accordance with the terms of the 1968 Ordinance and on a parity with the Series 1968 Bonds; WHEREAS, said ordinances authorizing said outstanding bonds permit the issuance of Refunding Bonds, on a parity with the Outstanding Bonds, to refund any part or all of the Outstanding Bonds; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth Regional Airport Board to issue additional joint revenue bonds for such purpose, and ,j ,., r ~ ~ Y' THIRTEENTH SUPPLEMENTAL ORDINANCE WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such bonds for such purpose, and WHEREAS, the City Councils have each found and determined as to each that the matters to which this Ordinance relates are matters of imperative public need and necessity in the pro- tection of the health, safety and morals of the citizens of each of the Cities and, as such, that this Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council, and the meetings were open to the public as required by law, and that public notices of the time, place, and purpose of said meetings were given as required by Article 6252-17, V.A.T C.S., as amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1.1. SHORT TITLE This Ordinance may be cited by the short title, "Thirteenth Supplemental Regional Airport Concurrent Bond Ordinance" Section 1.2. ADOPTION OF PREAMBLES All of the declarations and findings contained in the preambles of this Ordinance are made a part hereof and shall be fully e$ective as a part of the ordained subject matter of this Ordinance. Section 1.3. RATIFICATION All action heretofore taken (not inconsistent with the pro- visions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Regional Airport and the issuance of the bonds herein authorized is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS A1VD CONSTRUCTION Section 2.1 ADOPTION OF DEFINITIONS The definitions set forth in Article II of the 1968 Ordinance are made a part hereof and shall be as fully effective as part of the subject matter of this Ordinance as if repeated in full herein. Section 2.2 ADDITIONAL DEFINITIONS In addition to the definitions set forth in the said 1968 Ordinance, the terms defined in this Section for all purposes of this Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments or documents appertaining hereto, except where the context by clear implication shall otherwiso require, shall have the respective meanings herein specified as follows, to-wit: "MASTER PLAN" shall mean and refer to the Airport's Master Plan of Development adopted on September 30, 1969, as amended from time-to-time. 2 THIRTEENTH SUPPLEMENTAL ORDINANCE "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, on November 11, 1968 and November 12, 1968 "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970 "1970A ORDINANCE" shall mean and refer to the Second Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 2, 1970 "1971 ORDINANCE" shall mean and refer to the Third Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on February 10, 1971 "1971A ORDINANCE" shall mean and refer to the Fourth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 23, 1971. "1972 ORDINANCE" shall mean and refer to the Fifth Supplemental Regional Airport Con- current Bond Ordinance passed by the City Councils of the Cities on March 6, 1972. "1973 ORDINANCE" shall mean and refer to the Sixth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 1, 1973. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8, 1976. "1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30, 1977 and August 31, 1977 "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 4 and Apri15, 1978. "1982 ORDINANCE" shall mean and refer to the Tenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on March 3, 1982 "1982A ORDINANCE" shall mean and refer to the Eleventh Supplemental Regional Air- port Concurrent Bond Ordinance passed by the City Councils of the Cities on November 16 and November 17, 1982. "1984 ORDINANCE" shall mean and refer to the Twelfth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and September 12, 1984 "OUTSTANDING BONDS" shall mean the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, authorized by the 1970 Ordinance, the Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1970A, authorized by the 1970A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971, authorized by the 1971 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971A, authorized by the 1971A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bords, Series 1976, authorized by the 1976 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordi- 3 THIRTEENTH SUPPLEMENTAL ORDINANCE Hance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, authorized by the 1982 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance and the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. "PAYING AGENT/REGISTRAR" shall mean InterFirst Bank Dallas, N.A., Dallas, Texas with respect to the Series 1984A Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "SERIES 1970 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, authorized by the 1970 Ordinance. "SERIES 1970A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1970A, authorized by the 1970A Ordinance. "SERIES 1971 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1971, authorized by the 1971 Ordinance. "SERIES 1971A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1971A, authorized by the 1971A Ordinance. "SERIES 1972 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance. "SERIES 1973 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1973, authorized by the 1973 Ordinance. "SERIES 1976 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance. "SERIES 197? BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "SERIES 1978 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance. "SERIES 1982 BONDS" shall mean tl~e Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, authorized by the 1982 Ordinance. "SERIES 1982A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, authorized by the 1982A Ordinance. "SERIES 1984 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. "SERIES 1984A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, herein authorized to be issued and sold. ARTICLE III THE BONDS Section 3.1. AUTHORIZATION So as to protect the public safety and in order to pro- mote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, in the aggregate principal amount of $113,575,000, pursuant to the provisions of Article 46d, Article 717k, Article 1269j-5.1 and Article 1269j-5.2 V.A.T C.S. 4 THIRTEENTH SUPPLEMENTAL ORDINANCE for the purpose of refunding the Series 1982 Bonds now outstanding in the aggregate principal amount of $100,000,000. It is hereby officially found and determined that the proceeds of the Series 1984A Bonds will be sufficient, (i) to provide funds to pay the principal of the Series 1982 Bonds, the redemption premium thereon, and the interest thereon to May 1, 1992, the redemption date for said Series 1982 Bonds, and (ii) to provide funds to pay the expenses incurred in the issuance, sale and delivery of the Series 1984A Bonds. The Series 1984A Bonds are issued as Refunding Bonds pursuant to and as permitted by the 1968 Ordinance, and shall be on a parity with the Outstanding Bonds remaining outstanding. Section 3.2. DATE, DENOMINATIONS AND MATURITIES The Series 1984A Bonds shall be dated October 1, 1984, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be numbered consecutively from one upward and shall mature and become due and payable on November 1 in the years and in the amounts as follows Years Amounts Years Amounts 1985 $ 1,650,000 1994 $ 2,125,000 1986 500,000 1995 2,575,000 1987 550,000 1996 2,850,040 1988 1,250,000 1997 3,125,000 1989 ._ 1,350,000 1998 3,475,000 1990 1,465,000 1999 3,825,000 1991 1,610,000 2004 19,000,000 1992 1,750,000 2012 64,550,000 1993 1,925,000 Section 3.3. INTEREST RATES. A. The Series 1984A Bonds shall bear interest from their date to their stated maturities at the following rates: all bonds scheduled to mature in the year 1985 7 00 % per annum, all bonds scheduled to mature in the year 1986 7 50 % per annum, all bonds scheduled to mature in the year 1987 8.00 % per annum, all bonds scheduled to mature in the year 1988 8.25 % per annum, all bonds scheduled to mature in the year 1989 8.50 % per annum, all bonds scheduled to mature in the year 1990 8.75 % per annum, all bonds scheduled to mature in the year 1991 9 00 % per annum, all bonds scheduled to mature in the year 1992 9.25 % per annum, all bonds scheduled to mature in the year 1993 9.50 % per annum, all bonds scheduled to mature in the year 1994 9 75 % per annum, all bonds scheduled to mature in the year 1995 10.00 % per annum, all bonds scheduled to mature in the year 1996 10.20 % per annum, all bonds scheduled to mature in the year 1997 10.30 % per annum, all bonds scheduled to mature in the year 1998 10 40 % per annum, all bonds scheduled to mature in the year 1999 10.50 % per annum, all bonds scheduled to mature in the year 2004 10.875% per annum, all bonds scheduled to mature in the year 2012 11 00 % per annum, r s Said interest shall be payable to the registered owner of any such Series 1984A Bond in the manner provided and on the dates stated in the Form of Bond set forth in Section 3.6 hereof. 5 THIRTEENTH SUPPLEiVIENTAL ORDINANCE Section 3.4 PAYING AGENT/REGISTRAR A. The Cities shall keep or cause to be kept initially at the principal trust office of InterFirst Bank Dallas, N.A., Dallas, Texas, or such other bank, trust company, financial insti- tution, or other agency named in accordance with the provisions of G of this Section 3.4 hereof (the "Paying Agent/Registrar") books or records of the registration and transfer of the Series 1984A Bonds (the "Registration Books"), and the Cities hereby appoint the Paying Agent/ Registrar as its registrar and transfer agent to keep such books or records and make such transfers and registrations under such reasonable regulations as the Cities and the Paying Agent/Registrar may prescribe, and the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond and such other information as may be required by law to which payments with respect to the Series 1984A Bonds shall be mailed, as herein provided. The Cities or their designee shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/ Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Series 1984A Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing the assignment of the bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have the bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 1984A Bond or any portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herein provided. B. The entity in whose name any Series 1984A Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such bond shall be overdue, and the Cities and the Paying Agent/Registrar shall not be affected by any notice to the contrary, and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only t~o such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. C. The Cities hereby further appoint the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1984A Bonds, and to act as its agent to exchange or replace Series 1984A Bonds, all as provided in this Ordinance. The Paying Agent/ Registrar shall keep proper records of all payments made by the Cities and the Paying Agent/ Registrar with respect to the Series 1984A Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this Ordinance. The Paying Agent/Registrar shall agree that, to the extent possible it will transfer or exchange bonds in no more than 3 business days after receipt of the Series 1984A Bonds to be transferred or exchanged, together with the written instrument of transfer or request for exchange duly executed by the holder or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar D Each Series 1984A Bond may be exchanged for fully set forth herein. Each bond issued and delivered pursuant i of the unpaid or unredeemed principal balance or principal render of such bond at the principal corporate trust office registered bonds in the manner ~ this Ordinance, to the extent amount thereof, may, upon sur- f the Paying Agent/Registrar, 6 THIRTEENTH SUPPLEMENTAL ORDINANCE together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the Form of Bond set forth in this Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond shall have a single stated maturity date), as requested in writing by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Series 1984A Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. If a portion of any Series 1984A Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Series 1984A Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Series 1984A Bonds as pro- vided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1984A Bond or portion thereof as permitted or required by any provision of this Ordinance shall constitute one of the Series 1984A Bonds for all purposes of this Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Series 1984A Bond delivered in exchange for or replacement of another Series 1984A Bond prior to the first scheduled interest payment date on the Series 1984A Bonds (as stated on~ the face thereof) shall be dated the same date as such Series 1984A Bond, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such .date of delivery, provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond .shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 1984A Bond or Bonds issued under this Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authorized representative of the Paying Agent/Registrar shall, before -the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1984A Bonds surrendered for exchange or replacement. No additional ordinances, orders, or resolutions need be passed or adopted by the City Council or any other body or person so as to accomplish the foregoing exchange or replacement of any Series 1984A Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute bonds in the manner prescribed herein, and said bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Article 717k-6, V.A.T C.S., and particularly Section 6 thereof, the duty of exchange or replacement of any Series 1984A Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable, and THIRTEENTH Si3PPLEMENTAL ORDINANCE enforceable in the same manner and with the same effect as the Series 1984A Bonds which originally were delivered pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Series 1984A Bond selected for redemption when such redemption is scheduled to occur within 45 calendar days, provided, however, such limitation shall not apply to an exchange by the holder of an unredeemed balance of a Series 1984A Bond called for redemption in part. E. All Series 1984A Bonds issued in exchange or replacement of any other Series 1984A Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1984A Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iai) may be trans- ferred and assigned, (iv) may be exchanged for other Series 1984A Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Series 1984A Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this Ordinance. F The Cities shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers and exchanges of Series 1984A Bonds, but the registered owner of any Series 1984A Bond requesting such transfer or exchange shall pay any taxes or other govern- mental charges required to be paid with respect thereto. In addition, the Cities hereby covenant with the registered owners of the Series 1984A Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Series 1984A Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer, exchange or registration of Series 1984A Bonds solely to the extent above provided., G The Cities covenant with the- registered owners of the Series 1984A Bonds that at all times while the Series 1984A Bonds are outstanding the Cities will provide a competent and legally qualified bank, trust company, financial institution, or other agency to act as and per- form the services of Paying Agent/Registrar for the Series i984A Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity The Cities reserve the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Cities covenant that promptly they will appoint a competent and legally qualified national or state banking institution which shall be a corpo- ration organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal or state authority; and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1984A Bonds, to the new Paying Agent/ Registrar designated and appointed by the Cities. Upon any change in the Paying Agent/ Registrar, the Cities promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Series 1984A Bonds, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. 8 THIRTEENTH SUPPLEMENTAL ORDINANCE Section 3.5. PRIOR REDEMPTION A. The Series 1984A Bonds shall be redeemable at the election of the Cities from any available moneys other than moneys on deposit in the Interest and Sinl~ing Fund, hereinafter described, on or after November 1, 1994 as a whole at any time, or in part by lot on any interest payment date, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date Period during tohich redeemed (both doles inclusive) Redemption Price (%) November 1, 1994 -October 31, 1995 1021/2 November 1, 1995 -October 31, 1996 102 November 1, 1996 -October 31, 1997 1011/2 November 1, 1997 -October 31, 1998 101 November 1, 1998 -October 31, 1999 1001/2 November 1, 199.9 and thereafter 100 B. The Series 1984A Bends maturing November 1, 2004 shall be redeemed prior to stated maturity in part. by lot in each of the years 2000 through 2003, and the Series 1984A Bonds maturing on November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 2005 through 2011, from moneys required by Section 6.3C of this Ordinance to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. C At least thirty (30) days before the date fixed for any such redemption, the Board, acting on behalf .of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Series 1984A Bond or a portion thereof being called for redemption by depositing such notice in the United States Mail, postage prepaid, addressed to each such owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the Series 1984A Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given; and if due provision for payment is made, all as provided above, the Series 1984A Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Series 1984A Bonds or any portion thereof. If a portion of any Series 1984A Bond shall be redeemed a substitute Series 1984A Bond or Series 1984A Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations ,n any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities, all as provided in this Ordinance. D The Board, acting on behalf of the Cities, shall at least forty-five (45) days before the date fixed for any such redemption conduct the selection of the Series 1984A Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Registrar with respect to transfers and exchanges as provided in Section 3.4 D hereof. 9 THIRTEENTH SUPPLEMENTAL ORDINANCE Section 3.6. FORMS The form of all Series 1984A Bonds, including the form of the Paying Agent/Registrar's Certificate, the Form of Assignment, and the form of the Registra- tion Certificate of the Comptroller of Public Accounts of the State of Texas to accompany the Series 1984A Bonds on the initial delivery thereof, and shall be, respectively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this Ordinance, to-wit (FORM OF BOND) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND SERIES 1984A MATURITY DATE INTEREST RATE ORIGINAL ISSUE DATE CUSIP On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount of and to pay interest thereon, from the date of this bond specified above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity; at the rate of interest per annum specified above, with said interest being payable on May 1, 1985, and semiannually on each November 1 and May 1 thereafter, except that if the Paying Agent/ Registrar's Authentication Certificate appearing on the face of this bond is dated later than May 1, 1985; such interest is payable semiannually on each November 1 and May i following such date. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place.. * The principal of and interest on this bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this bond shall be paid to the registered owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of ., which is the initial "Paying Agent/ Registrar" for this bond. The payment of interest on this bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Cities required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, 10 THIRTEENTH SUPPLEMENTAL ORDINANCE in lieu of payment by check, by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the holder of this bond. In the event of a non- payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such interest payment for such maturity or maturities (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each holder of a bond of such maturity or maturities appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make avail- able to the Paying Agent/Registrar, solely from the revenues and funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. * If the date for the payment of the principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions m the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or a day on which banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the original date pay- ment was due. * The bonds of this series shall be redeemable at the option of the Cities from any available moneys other than moneys on deposit in the Interest and Sinking Fund, on or after November 1, 1994 as a whole at any time, or in part by lot cn any interest payment date, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date Period during eohich redeemed Redemption (Goth dates inclusive) Price (%) November 1, 1994 -October 31, 1995 1021/2 November 1, 1995 -October 31, 1996 102 November 1, 1996 -October 31, 1997 1011/2 November 1, 1997 -October 31, 1998 101 November 1, 1998 -October 31, 1999 1001/2 November 1, 1999 and thereafter 100 * The bonds maturing November 1, 2004 shall be redeemed prior to stated maturity in part by lot in each of the years 2000 through 2003 and the bonds maturing on November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 2005 through 2011, from moneys required to be deposited to the credit of the Interest and Sinking Fund at the pnncipal amount thereof and accrued interest to date of redemption, without premium. * At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth Regional Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Bond or a portion thereof 11 THIRTEENTH SUPPLEMENTAL ORDINANCE being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being out- standing except for the purpose of receiving the funds so provided for such payment. The Paying AgentJRegistrar shall record in the Registration Books all such redemptions of principal of this bond or any portion hereof. If a portion of any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. * The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with the outstanding Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, Series 1970A, Series 1971, Series 1971A, Series 1972, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, the Dallas-Fort; Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977 and Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, Series 1982A and Series 1984 (herein collectively called the "Outstanding Bonds") are equally and ratably secured by the revenues herein described. * This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $113,575,000, issued by the Cities for the purpose of refunding the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, pursuant to the Thirteenth Supplemental Regional Air- port Concurrent Bond Ordinance (the "Thirteenth Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Outstanding Bonds and this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas-Fort Worth Regional Airport. Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds mentioned next below The lien on the revenues securing this series of bonds and the Outstanding Bonds is subordinate to the lien securing outstanding .bonds of the City of Fort Worth defined in said Ordinance as "Senior Lien Bonds" Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authoriz- ing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Out- standing Bonds and the series of bonds of which this bond is one, the nature and extent of the secuxity thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. 12 THIRTEENTH SUPPLEMENTAL ORDINANCE * As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and, except as otherwise provided in the 1968 Ordnance, such sums shall be payable and col- lectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. * The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth Regional Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax", and to devote the proceeds thereof to the purpose of operating and main- taining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. * The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. * All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000 As provided in the Thirteenth Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this bond to the Paying Agent/ Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or 13 THIRTEENTH SUPPLEMENTAL ORDINANCE portions hereof from time to time by the registered owner In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, or exchange as a condition precedent to the exercise of such privilege. In any circum- stance, neither the Cities nor the Paying Agent/Registrar shall be required to transfer or exchange any bonds selected for redemption when such redemption is scheduled to occur within 45 calendar days, provided, hcwever, such limitation shall not apply to an exchange by the holder of an unredeemed balance of a bond called for redemption in part. * In the event any Paying Agent/Registrar for the bonds is changed by the Cities, resigns, or otherwise ceases to act as such, the Cities have covenanted in the Thirteenth Supple- mental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. * By becoming the registered owner of this bond, the registered owner thereby acknowl- edges all of the terms and provisions of the 1968 Ordinance as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist, and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. 14 THIRTEENTH SUPPLEMENTAL ORDINANCE IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Director of Finance and City Secretary; and the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney. COUNTE&SIGNED: Darector.of Finance, City of Dallas, Texas Mayor, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTEBSIGNED: City Secretary, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas APPBOVED A3 TO FOBM AND LEGALITY' Caty Attorney, City of Fort Worth, Texas FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE- PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond,. and that this bond has been issued in exchange for or replace- ment of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Paying Agent/Registrar By Ib Authorized Signature THIRTEENTH SUPPLEMENTAL ORDINANCE * FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond an the books kept for registration thereof with full power of substitution in the premises. Dated Signature Guaranteed. NOTICE Signature(s) must be guaranteed NOTICE The signature above must corre- by amember firm of the New York Stock spond with the name of the Registered Owner Exchange or a commercial bank or trust as it appears upon the front of this Bond in company every particular, without alteration or enlarge- ment or any change whatsoever. ** (FORM OF COMPTROLLER'S CERTIFICATE ATTACHED TO THE BONDS UPON INITIAL DELIVERY THEREOF) OFFICE .OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there is on file and of I•ecord .in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of the Cities of Dallas and Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (SEAL) *¶ to be on reverse of bond **¶ not to be on bond 16 THIRTEENTH SUPPLEMENTAL ORDINANCE ARTICLE rv EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1984A BONDS Section 4.1. METHOD OF EXECUTION Each of the Series 1984A Bonds shall be signed and executed on behalf of the City of Dallas by the facsimile signature of its Mayor and counter- signed by the facsimile signatures of its Director of Finance and City Secretary, and the corporate seal of that City shall be impressed or printed or lithographed on each bond. Each of the Series 1984A Bonds shall be signed and executed on behalf of the City of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary, the same shall be approved as to form and legality by the facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or lithographed upon each bond. All facsimile signatures placed upon the Series 1984A Bonds shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.T C.S., as amended. Section 4.2 APPROVAL AND REGISTRATION The Board is hereby authorized to have control and custody of the Series 1984A Bonds and all necessary records and proceedings pertain- ing thereto pending their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of said bonds and to assure the investigation, examination, and approval thereof by the Attorney General of the State of Texas and their registration upon the initial delivery thereof by the State Comptroller of Public Accounts. Upon registration of the Series 1984A Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1984A Bonds, and the seal of the Comptroller shall be impressed, or placed in facsimile, on each such certificate. The Chairman of the Board and the Executive Director of the Airport shall be further authorized to make such agreements with the purchasers of said bonds as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale at the earliest practicable date after the adoption of this Ordinance. Section 4.3. A. THE SALE OF THE BONDS The Series 1984A Bonds are hereby sold in accordance with law and shall be delivered to the Tnderwriters (listed in Schedule I to the Underwriting Agreement, dated October 10, 1984) for whom Goldman, Sachs & Co., Paine Webber Incorporated, and Shearson Lehman/American Express Inc. are acting as managers, at the price of $111,530,650, plus accrued interest on the Series 1984A Bonds from October 1, 1984 to and through the day preceding the date of delivery and in accordance with the terms and conditions set forth in said Underwriting Agreement. One Series 1984A Bond in the principal amount maturuig on each maturity date as set forth in Article III hereof shall be delivered to the Underwriters, and the Underwriters shall have the right to exchange such Bonds as provided in Section 3.4 hereof without cost. B. UNDERWRITING AGREEMENT The Underwriting Agreement setting forth the terms of the sale of the Series 1984A Bonds to the purchasers thereof referred to in Section 4.3A above is hereby accepted, approved and authorized to be delivered in executed form to the said purchasers. The Underwriting Agreement shall be executed on behalf of the City of Dallas by the City Manager with its corporate seal impressed- thereon, attested by the City Secretary, countersigend by the Director of Finance and approved as to form by the City Attorney The Underwriting Agreement shall be executed on behalf of the City of Fort Worth by the City Manager with its corporate seal impressed thereon, attested by the City Secretary, and. approved as to form and legality by the City Attorney. 17 THIRTEENTH SUPPLEMENTAL ORDINANCE ARTICLE V DISPOSITION OF BOND PROCEEDS Section 5.1 The proceeds from the sale of the Series 1984A Bonds, together with available funds herein provided, shall be applied as follows A. To InterFirst Bank Fort Worth, N.A., Fort Worth, Texas, as paying agent for the Series 1982 Bonds and as Escrow Agent under the Dallas-Fort Worth Regional Airport Series 1982 Joint Revenue Bonds Special Escrow Fund created and established with said bank in accordance with the terms of the Dallas-Fort Worth Regional Airport Series 1982 Joint Revenue Bonds Escrow Agreement dated October 30, 1984 - (i) $7,119,162.50 from the Interest and Sinking Fund representing amounts on deposit therein pursuant to the Series 1982 Ordinance for the November 1, 1984 payment of principal and interest on the Series 1982 Bonds, to be utilized to purchase United States Treasury Securities in the principal amount of $6,320,000 maturing on February 15, 1992 and bearing interest at the rate of 14.625% per annum, (ii) sufficient funds to provide (a) for the payment of principal and interest coming due on the Series 1982 on November 1, 1984 and (b) for the purchase of direct obligations of the United States of America U S. Treasury Securities -State and Local Government Series in the amounts set forth in such Escrow Agreement for the payment of the principal of, the redemption premium on and the interest to come due on the Series 1982 Bonds to May 1, 1992, the redemption date for the Series 1982 Bonds, and (iii) to the Interest and Sinking Fund $969,868.75 representing the accrued interest received for the purchasers of the Series 1984A Bonds to be applied to the May 1, 1985 interest payment on the Series 1984A Bonds. B. To the Board -the balance of the proceeds from the sale of the Series 1984A Bonds to pay expenses of the issuance of the Series 1984A Bonds to be disbursed upon order of the Director of Finance. ARTICLE VI ADOPTION OF PROVISIONS Olh' CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 6.1. ADOPTION The Serves 1984A Bonds authorized hereby are parity "Refunding Bonds" as the term is defined herein and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7 4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1984A Bonds for all purposes, except to the extent hereinafter specifically modified or supplemented. Section 6.2. PLEDGE The principal of and the interest on the Series 1984A Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1984A Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section 6.3. INTEREST AND SINKING FUND In addition to all other amounts required by the 1970 Ordinance, the 1970A Ordinance, the 1971 Ordinance, the 1971A Ordinance, the 1972 Ordinance, the 1976 Ordinance, the 1977 Ordinance, the 1978 Ordinance, the 1982A Ordinance and the 1984 Ordinance, so long as any of the Series 1984A Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amounts of (1) the accrued interest received from the purchasers of the Series 1984A Bonds) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund 18 THIRTEENTH SUPPLEMENTAL ORDINANCE A. beginning on November 1, 1984, in equal monthly installments an amount necessary to provide 1 / 6th of the amount of interest to become due on the Series 1984A Bonds on May 1, 1985, and thereafter in equal monthly installments an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1984A Bonds on November 1, 1985 and on each succeeding interest payment date thereafter; B. beginning on November 1, 1984 for the Series 1984A Bonds maturing on November 1, 1985, an amount necessary to provide in eleven equal installments the amount of principal of the Series 1984A Bonds maturing on November 1, 1985 and beginning on October 1, 1985 for the Series 1984A Bonds maturing November 1, 1985 to 1999, both inclusive, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1984A Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1986, through September 30, 1999, and C. beginning on October 1, 2000, and on the 1st day of each month thereafter through September 1, 2012 for each twelve month period ending on September 30, 1/12 of the amounts indicated, as follows. 2000 $ 4,225,000 2007 $ 6,700,000 2001 675,000 2008 7,450,000 2002 4,775,000 2009 8,250,000 2003 4,425,000 2010 9,175,000 2004 4,900,000 2011 10,175,000 2005 5,450,000 2012 11,300,000 2006 6,050,000 , The sinking fund payments required by this sub-paragraph C may be used to purchase Series 1984A Bonds as permitted in Section 7 4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem prior to stated maturity by lot or to pay at final maturity, on Novem- ber 1 in each of the years 2000 through 2004, both inclusive, the Series 1984A Bonds maturing on November 1, 2004 and on November 1 in each of the years 2005 through 2012, both inclusive, the Series 1984A Bonds maturing on November 1, 2012, at the principal amount thereof and accrued interest to date of redemption or maturity without premium. If it shall be determined that the annual transfers to the Interest and Sinking Fund required by this sub-paragraph C will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1984A Bonds, the annual sinking fund payments required by this sub-paragraph C on account of the Series 1984A Bonds shall be reduced in approximately equal amcunts. Section 6.4. TRANSFERS TO PAYING AGENT/REGISTRAR The Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1984A Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates in immediately available funds. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 7.1. USE OF BOND PROCEEDS. A. The Cities covenant to and with the purchasers of the Series 1984A Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the purchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertaining thereto, and by this covenant the Cities are obligated to comply with the 19 THIRTEENTH SUPPLEMENTAL ORDINANCE requirements of the aforesaid Section 103(c) and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 103 (c), or any regulations or rulings pertaining thereto. B. The Cities covenant to and with the purchasers of the Series 1984A Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which use is inconsistent with Section 103(b) (4) ar (7) of the Internal Revenue Code of 1954, as amended, and any regulations or rulings pertaining thereto, and would or will cause the interest to be paid on the Series 1984A Bonds to not be exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions except possibly as provided by Section 103 (b) of said Code, with respect to any Series 1984A Bond for any period during which such Bond is held by a person who is a substantial user of the 1982 Project, or by a "related person" as defined in Section 103 (b) of said Code. Section 7.2. COVENANT NOT TD IMPAIR. The Cities covenant that the Dallas-Fort Worth Regional Airport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1, 1981, the Passenger Service Special Facilities Agreement, dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement uated as of April 1, 1972, as amended as of October 1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Bonds. Section 7.3. OBSERVANCE OF COVENANTS The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Ordinance. Section 7.4. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. A. In the event any outstanding Series 1984A Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Series 1984A Bond, in replacement for such Series i984A Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Series 1984A Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft, or destruction of a Series 1984A Bond, the applicant for a replacement bond shall furnish to the Cities and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Series 1984A Bond, the applicant shall furnish to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Series 1984A Bond, as the case may be. In every case of damage or mutilation of a Series 1984A Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1984A Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1984A Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 1984A Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1984A Bond) instead of issuing a replacement Series 1984A Bond, provided security or indemnity is furnished as above provided in this Section. 20 THIRTEENTH SUPPLEMENTAL ORDINANCE D Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 1984A Bond with all. legal, printing, and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 1984A Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen, or destroyed Series 1984A Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Series 1984A Bonds duly issued under this Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T C.S., this Section of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Cities or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/ Registrar, and the Paying Agent jRegistrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 3.4D of this Ordinance for Series 1984A Bonds issued in ezchange for other Series 1984A Bonds. ARTICLE VIII AMENDMF.~'VTS TO ORDINANCE This Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance. ARTICLE IX SEVERABILITY, REPEAL AND COUNTERPARTS Section 9.i. ORDINANCE ZRREPEALABLE After any of the Series 1984A Bonds shall be issued, this Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1984A Bonds from time to time outstanding, and this Ordinance shall be and remain irrepealable until the Series 1984A Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment .thereof shall be made. Section 9.2. SEVERABILITY If any Section, paragraph, clause or provision of this Ordi- nance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforce- ability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unen- forceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3. REPEALER. All orders, resolutions and ordinances, or parts thereof, incon- sistent herewith are hereby repealed to the extent of any such inconsistency. Section 9 4. COUNTERPARTS This Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect. 21 THIRTEENTH SUPPLEMENTAL ORDINANCE PASSED AND CORRECTLY ENROLLED (SEAT) - ~ ..,^'.,~ ~.. ,'a ~ ~ '~: .a. ^: ~; SAT-T T `~ ~.. ~ ,~ :,, ~. ~. ~, nt ity of Dallas, Texas APPROVED AS TO FORM a uaacu (SEAL ATTEST: C y Secretary, ity of ort Worth, Texas A PROVED AS TO FORM AND LEGALITY City Attorney, City of Fort Worth, Texas Mayor, City Dallas, Texas Pro Tem Mayor, City of Fort- orth, Texas ~~~~ ~* w ~ ~F~t .~ -- ri 4+ w ~„ t ~~ ~ F ~ ~~ A i ,ydi i -,`~, r ~"- r ~~~~rr~w,r ~ ~ ~ 'ti' 22 '`' ~ i o. Pf.. ., ~ ~ THIRTEENTH SUPPLEMENTAL ORDINANCE THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Robert S. Sloan, City Secretary of the City of Dallas, Texas, do hereby certify 1 That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, October 10, 1984, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A in the aggregate pr~ncipai amount of $113,575,000 which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Texas Civ St. Article 6252-17, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this 10th day of October, 1984. '~~~~~ ~ ~ ~ ~ f c~c~ ,~^ ~ ~. ^~, ~'. City Secretary, City of Dallas, Texas p' ~ i ,h' ~1...~ 'ff ~ ~ M_ 7 w r f +e~' _h r. /~ {'4 P K I ti y~~ w~ THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Ruth Alexander, City Secretary of the City of Fort Worth, Texas, do hereby certify 1. That the above and foregoing is a true and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on October 9, 1984, as same appears of record in the Office of the City Secretary 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Texas Civ St. Article 6252-17, as amended. WITNESS MY HAND and -the Official Seal of the City of Fort Worth, Texas, this :9th day r City Secretary, Cit of F.:-ort Wo~~rth, Texas ,..: ; of October, 1984.. •~"~~~4~~f ,~~ 2''~,~r,~ ~, y .+ r `f (SEAL) , :. t: `s " ~"' ~' ~'- ~~- f~{ _ ~ ^' . %£ 23 - r, ~ ?,. f~M `d' s ~~,,,. ~^