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HomeMy WebLinkAboutOrdinance 9238j k ,, ~w ~. .J .~.. ' ~,,, r.jr a CITY OF DALLAS ORDINANCE r?o. 18428 CITY OF FORT WORTH ORDINANCE N0. 9238 AN ORDINANCE .~I ADOPTED CONCURRENTLY BY THE CITY COUNCILS OF THE CITIES OF DALLAS AND FORT WORTH AUTHORIZING THE EXECUTION AND DELIVERY OF THE SERIES 1982 DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BONDS ESCROW AGREEMENT WHEREAS, concurrently herewith the City Councils, respectively, of the Cities of Dallas and Fort Worth have adopted the Thirteenth Supplemental Regional Airport Concurrent Bond Ordinance authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A (the "Series 1984A Bonds") for the purpose of refunding the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982; and WHEREAS, the Series 1982 Bonds to be refunded are to be paid and retired on May 1, 1992, the redemption date for said Bonds, pursuant to the terms of the Series 1982 Dallas-Fort Worth Regional Airport Joint Revenue Bonds Escrow Agreement (the "1982 Agreement") between the Cities of Dallas and Fort S~?orth and InterFirst Bank Fort Worth, N.A., formerly The First National Bank cf Fort Worth (the bank of payment for the Series 1982 Bonds). 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 1982 Agreement in substantially the form attached hereto and made a part hereof as Exhibit A, providing the terms upon which the Series 1982 Bonds to be redeemed. shall be retired, is 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 1982 Agreement. The 1982 Agreement shall be executed on behalf of the City of Dallas by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form by the City Attorney. The 1982 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. PASSED AND CORRECTLY ENROLLED October 10, 1984. 1 ~«,,,, ._. y~tis~ ~ `~`~ lit r ~~ ~ .,. ^` (S EARL) '" ~, ~ r ~~.- ,. ~ ~ j~ ~ ~^"~ 9 A ~~ ATTEST: ~~~~ :,.~,,mr ~^ ^~ ~n"t 1 ~.. `~. City Secretary, City of Dallas, Texas APPFOVED AS TO FOF.M: City Attorney, ~ity ofjballas, Texas Mayor, City of Dallas, Texas Pro Tem ~~ ;~. ~;. T. Passed October 9, 1984 Mayo , City Fort in'orth, Texas (SEAL) ATTEST: City Secretar , City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas a ~,~.~,, .. v ~.. -~ - r ..~ E ~ :-y ~- ~ ' ~,. w r } ~ ' SJ ~. ~~: Fr ^ ', W ,. .~: EXHIBIT A SERIES 1982 DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND ESCROW AGREEMENT THIS SERIES 1982 DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND ESCROW AGREEMENT, dated as of October 30, 1984 (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, and InterFirst Bank Fort Worth, N A 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 I T N E S S E T H WHEREAS, the Issuer has heretofore issued and there presently remain outstanding $100,000,000 aggregate principal amount of the Dallas-Fort Worth .Regional Airport Joint Revenue Bonds, Series 1982 (the "Refunded Obligations"), and WHEREAS, the Refunded Obligations were issued pursuant to the Tenth Supplemental Regional Airport Concurrent Bond Ordinance which provides that the Refunded Obligations shall mature in such years, be redeemable prior to stated maturities, bear interest at such rates and have debt service at the times and in the amounts set forth in Exhibit A attached hereto and made apart hereof, 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 Obliga- tions, 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, InterFirst Bank Fort Worth, N A., formerly The First National Bank of Fort Worth, is the paying agent for the Refunded Obligations and this Agreement constitutes an escrow agreement as authorized and permitted by said Article ? 17k, and WHEREAS, concurrently herewith the Issuer has adopted an ordinance (the "Ordinance") authorizing the issuance of and sale of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A (the "Refunding Bonds") for the purpose, among others, of providing amounts sufficient to provide for the payment of the principal of and redemption premium on the Refunded Obligations at their respective maturity or redemption date and interest thereon to such dates, and WHEREAS, the Refunded Bonds being called for redemption prior to stated maturity have been duly called for redemp- tion on May 1, 1992; and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, the proceeds of the Refunding Bonds together with certain other available funds of the Issuer, shall be applied to purchase certain 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 at such times and in such amounts 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 interest on the Refunded Obliga- tions as it accrues and becomes payable and the principal of and redemption premium on the Refunded Obligations to their maturity or redemption dates, and 2 WHEREAS., to facilitate the receipt and transfer of proceeds of the Escrowed Securities, particularly those in book entry form, the Issuer desires to establish the Escrow Fund at the principal corporate trust office of the Escrow Agent, and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof, NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal of and the interest on the Refunded Obligations, the Issuer, 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 O1 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 "Code" means the Internal Revenue Code of 1954, as amended, and the rules and regulations thereunder "Escrow Agent" means InterFirst Bank Fort Worth, N A , 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 described in Exhibit B attached to this Agreement "Issuer" means the City of Dallas, Texas and the City of Fort Worth, Texas "Paying Agents" means InterFirst Bank Fort Worth, N A , formerly The First National Bank of Fort Worth, Fort Worth, Texas, BancTEXAS Dallas, N A formerly the National Bank of Commerce of Dallas, Dallas, Texas and Morgan Guaranty Trust Company of New York, New York, New York 3 "Refunded Obligations" means the Issuer's obligations more fully described in the first recital beginning on page 1 of this Agreement "Refunding Bonds" means the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A Section 1 02 Interpretations The titles and head- ings 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 AND ESCROWED SECURITIES Section 2 O1 Deposits in the Escrow Fund The Issuer has deposited, or caused to be deposited, in the Escrow Fund the funds and Escrowed Securities described in Exhibit "B" attached to this Agreement ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3 O1 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 Regional Airport Series 1982 Joint Revenue Bonds Special Escrow Fund (the "Escrow Fund"} The Escrow Agent hereby acknowledges that there has been deposited to the credit of the Escrow Fund the beginning cash balance and the Escrowed Securities as described in Section 2 O1 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 redemption premium 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 When the final transfers have been made for the payment of such principal of and redemption premium and interest on the Refunded Obligations, any balance then 4 remaining in the Escrow Fund shall be transferred to the Issuer, and the Escrow Agent shall thereupon be discharged from any further duties hereunder 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 its coupon paying department, the amounts required to pay the principal of the Refunded Obligations at their respective maturity or redemption dates and interest and redemption premium thereon to such dates in the amounts and at the times shown in Exhibit A attached hereto Section 3 03 Sufficiency of Escrow Fund The Issuer represents that the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to provide moneys for transfer to the Paying Agents at the times and in the amounts required to pay the interest on the Refunded Obligations as such interest comes due and the principal of and redemption premium, if any, on the Refunded Obligations o as the Refunded Obligations come due or are called for redemption, all as more fully set forth in Exhibit A attached hereto 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 5 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, except to the extent expressly herein provided, by the Paying Agents ARTICLE IV LIMITATION ON INVESTMENTS Section 4 O1 Except for the initial investment of the proceeds of the Refunding Bonds in the Escrow Securities, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder, or to make substitutions of the Escrowed Securities; or to sell transfer or otherwise dispose of the Escrowed Securities Money deposited in the Escrow Fund shall be invested only in the Escrow Securities listed in Exhibit B hereto and neither the Issuer nor the Escrow Agent shall otherwise invest or reinvest any money in the Escrow Fund ARTICLE V APPLICATION OF CASH BALANCES Section 5 O1 In General Except as provided in Sections 3 02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund ARTICLE VI RECORDS AND REPORTS Section 6 O1 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 6 Section 6 02 Reports For the period beginning on the date hereof and ending on September 30, 1985, and for each twelve (12) month period thereafter while this Agreement remains in effect, the Escrow Agent shall prepare and send to the Issuer and to the Dallas-Fort Worth Regional Airport Board - Attention Director of Finance, 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 O1 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 7 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 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 accor- dance 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 contin- gency, and in this connection may make inquiries of, and consult with, among others, the I ssuer 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 $ the receipt and suffi- ciency of which are hereby acknowledged by the Escrow Agent In addition, the Issuer has caused to be paid to the Paying Agents the sum of $ the receipt and sufficiency of which are hereby acknowledged, as a fee for performing their paying agency services in connection with the Refunded Obligations In the event that the Escrow Agent is requested to perform any extraordinary services hereunder, 8 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 ex- penses 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 bank- ruptcy 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 Agree- ment, all the rights, powers and trusts of the Escrow Agent 9 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 confirm- ing to such' successor Escrow Agent all such rights, powers and .duties The Escrow Agent shall pay over to its succes- sor Escrow Agent a proportional part of the Escrow Agent's fee hereunder ARTICLE VIII MISCELLANEOUS Section 8 O1 Notice Any notice, authorization, request, or demand required or permitted to be given here- under 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 InterFirst Bank Fort Worth, N A 500 West Seventh Street Fort Worth, Texas 76102 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 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 obliga- tions or responsibilities hereunder to the Issuer, the holders of the Refunded Obligations or to any other person or persons in connection with this Agreement 10 Section 8 03 Binding Agreement This Agreement shall be binding upon the Issuer 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 11 EXECUTED as of the date first written above. CITY OF DALLAS, TEXAS By City Manager (SEAL ) ATTEST: APPROVED AS TO FORM: City Secretary City Attorney CITY OF FORT WORTH, TEXAS By City Manager (SEAL) ATTEST: City Secretary APPROVED AS TO FORM AD;D LEGALITY: City Attorney (BANK SEAL) ATTEST: Title InterFirst Bank Fort Worth, N.A. By Title 12 SERIES 1982 DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND ESCROW AGREEMENT ACKNOWLEDGMENT OF PAYMENT OF PAYING AGENCY CHARGES InterFirst Bank Fort Worth, N.A., Fort Worth, Texas, formerly The First National Bank of Fort Worth, as Paying Agent for the referenced Bonds understands that an Escrow Fund has been established with InterFirst Bank Fort Worth, N.A., Fort Worth, Texas, far the purpose of providing funds to be made available to the Paying Agent for the Dallas-Fart Worth Regional Airport Joint Revenue Bonds, Series 1982 which are intended to be sufficient to allow said Paying Agent to make timely payment of all principal and interest on the said Bonds when and as due and payable. The undersigned Paying Agent acknowledges that it has been paid the sum of $ by the Cities, representing the present value of all future paying agency charges f_or the referenced Bonds, which constitutes full and final payment for all of Paying Agent's future paying agency services to be rendered in connection with the said Bonds. INTERFIRST BANK FORT WORTH, N.A. By - Title ATTEST: Title [SEAL] ~ ° a ~ • 3 SERIES 1982 DALLAS-FOR.T k'ORTH REGIONAL AIRPORT JOINT REVENUE BOND ESCROW AGREEMENT ACKNOWLEDGMENT OF PAYMENT OF PAYING AGENCY CHARGES BancTEXAS Dallas, N.A., Dallas, Texas, formerly the National Bank of Commerce of Dallas, as Paying Agent for the referenced Bonds understands that an Escrow Fund has been established with InterFirst Bank Fort Worth, N.A., Fort Worth, Texas, for the purpose of providing funds to be made available to the Paying Agent for the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982 which are intended to be sufficient to allow said Paying Agent to make timely payment of all principal and interest on the said Bonds when and as due and payable. The undersigned Paying Agent acknowledges that it has been paid the sum of $ by the Cities, representing the present value of all future-paying agency charges for the referenced Bonds, which constitutes full and final payment for all of Paying Agent's future paying agency services to be rendered in connection with the said Bonds. BancTEXAS Dallas, N.A. By Title ATTEST: Title [SEAL] `r F :.: SERTES 1982 DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND ESCROW AGREEMENT ACKNOWLEDGMENT OF PAYMENT OF PAYING AGENCY CHARGES Morgan Guaranty Trust Company of New York, New York, New York, as Paying P.gent for the referenced Bonds understands that an Escrow Fund has been established with InterFirst Bank Fort Worth, N.A., Fort Worth, Texas, for the purpose of providing funds to be made available to the Paying Agent for the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982 whicY~ are intended to be sufficient to allow said Paying Agent to make timely payment of all principal and interest on the said Bonds when and as due and payable.. The undersigned Paying Agent acknowledges that it has been paid the sum of $ by the Cities, representing the present value of all future paying agency charges for the referenced Bonds, which constitutes full and final payment for all of Paying Agent's future paying agency services to be rendered in connection with the said Bonds. MORGAN GUARANTY TRUST COMPANY OF NEW YORK By Title ATTEST: Title [SEAL]