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HomeMy WebLinkAboutResolution 2792A Resolution RESOLUTION N0.2001 at~+ ~~ APPROVING THE THIRTY THIl2D SUPPLEMENTAL CONCURRENT BOND ORDINANCE AND REQUESTING TTS PASSAGE BY THE CITY COUNCILS OF THE CITIES OF DALLAS AND FORT WORTH, APPROVING THE PRELIIVIINARY OFFICIAL STATEMENT AND AUTHORIZING THE PREPARATION OF THE FINAL OFFICIAL STATEMENT, UNDERWRITING AGREEMENT AND AUTHORIZING THEIIt EXECUTION BY THE CHIEF EXECUTIVE OFFICER SIJBJECT TO CERTAIN PARAMETERS, AUTHORIZING THE CHHEF EXECUTIVE OFFICER TO TAKE OTHER NECESSARYACTIONS INCONNECTION THEREWTTHANDAPPROVING THE ESCROW AGREEMENT AND ALL OTHER MATTERS RELATED THERETO THE STATE OF TEXAS COUNTIES OF DALLAS AND TARR.ANT DALLAS/FORT WORTH INTERNATIONAL AIRPORT BOARD WHEREAS pnor to the adoption of this resolution (herein defined and cited as the 'Resolution"), the Ciry Councils of the Cities of Dallas and Fort Worth (the 'Cities") have passed the Thirtieth Supplemental Concurrent Bond Ordinance (defined and cited herein as the "Thirtieth Ordinance") relating to the Dallas/Fort Worth International Airport (the Airport"); and WHEREAS terms not defined herein shall have the meanings set forth in the Thirtieth Ordinance; and 'WHEREAS the Thutieth Ordinance amended and supplemented the prior ordinance of the Cities that is defined therein as the 1968 Ordinance"• and WHEREAS, the 1968 Ordinance, as amended and supplemented by the Thirtieth Ordinance, and the Thirtieth Ordinance, now constitute the controlling bond ordinances of the Cities (herein defined together as the 'Controlling Ordinances") that relate to the financing of the Airport and that, together (i) prescribe the terms and conditions upon the basis of which the Initial Obligations, Additional Obligations, Credit Agreements, and Panty Credit Agreement Obligations may be issued and executed, and (ii}provide and establish the pledge, security and liens securing the Cities' special obligations to pay when due the Outstanding Obligations, the Initial Obligations, any Parity Credit Agreement Obligations, and any Additional Obligations; and CITY OF FORT WORTH WHEREAS, this Resolution is adopted for the purpose of, among the other purposes set forth below funding a portion of the Capital Development Program; and WHEREAS, in accordance with the Controlling Ordinances, the Dallas-Fort Worth lntemational Airport Board (the 'Board") is requesting the Cities to issue Additional Obligations pursuant to the Thitieth Ordinance to refund maturities of a series of previously issued Outstanding Obligations, to pay costs of capital improvements of the Airport and for other purposes as further described in section 3.1 of the Thirtieth Ordinance; and WHEREAS, the City Councils of the City of Dallas, Texas on October 9 1991, and of the City of Fort Worth, Texas on October 8, 1991, concurrently passed the Nineteenth Supplemental Regional Airport Concurrent Bond Ordinance (the'Nineteenth Supplemental Orditiance'~ authorizing the issuance of the Dallas-Fort Worth Regional Airport Jomt Revenue Bonds, Series 1991 (the "Series 1991 Bonds") in the aggregate amount of $19,850,000, presently outstanding in the aggregate principal amount of $19,250,000 and the Twentieth Supplemental Regional Airport Concurrent Bond Ordinance (the 'Twentieth Supplemental Ordinance") authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A (the 'Series 1991A Bonds") inthe aggregate amount of $55,150,000, presently outstanding in the aggregate principal amount of $54,550,000 (the Series 1991 Bonds and the Series 1991A Bonds collectively referred to as the 'Refunded Bonds"}; and WHEREAS, it has been detemined that debt service savings can be achieved and future uncertainties removed at this tune by the issuance of the Dallas/Fort Worth International Airport Joint Revenue Improvement and Refunding Bonds, Series 2001A (the 'Bonds") for the purpose, among other things, of refunding the Refunded Bonds pursuant to the Thirty-Third Supplemental Concurrent Bond Ordinance (the 'Thirty-Third Ordinance") which will be adopted by the Cities of Fort Worth and Dallas, Texas on November 13 2001 and November 14 2001 respectively and WHEREAS the Cities have also authorized the issuance of up to $500,000,000 of their Joint Revenue Commercial Paper Notes, Series A (the 'Refunded Notes") pursuant to the Thirty-Second Supplemental Concurrent Bond Ordinance (the 'Thirty-Second Ordinance") concurrently passed by the City Councils of the City of Dallas, Texas and the City of Fort Worth, Texas on October 25, 2000 and October 24 2000, respectively and WHEREAS the Boazd is requesting the Cities refund the outstanding Refunded Notes with a portion of the proceeds of the Bands pursuant to the Thirty-Third Ordinance; and WHEREAS, it is the desire of the Board by this Resolution to approve said Thirty-Third Ordinance in substantially the form attached hereto and to respectfully request the City Councils of the 2 l:l'1'Y Vr" 1'rUKT WURTH i~ Cities to pass said T~irly-Third. Ordinance and thus authorize the issuance of the Bonds and the other matters authorized thereby and WHEREAS the Thity--Third Ordinance provides parameters subject to which the Bonds are to be sold to the purchasers therein named in accordance with the terms of an Underwriting Agreement; and WHEREAS it ~s the desire of the Board to approve the substantial form of such Underwriting Agreement and authorize its execution by the proper officials of the Board, with parameters set forth in said Thirty-Third Ordinance and with such subsequent modifications and terms as may be detemvned by the respective City Managers of the Cities; and WHEREAS, the Underwriting Agreement requires the preparation and delivery of a prelininary and final official statement in connection with the sale of the Bonds; and WHEREAS, rt ~ the desire of the Boazd to approve the form of the preliminary official statement and authorize the preparation, execution and delivery of a final official statement, vv~th such modifications and amendments as shall be approved by its Chief Executive Officer; WHEREAS it is the desire of the Board to approve the substantial form of Escrow Agreement providing for the dischazge and payment of the Refunded Obligations and recommend that the Cities authorize and execute such Escrow Agreement; and WHEREAS, the Board hereby detemunes that the meeting at which this Resolution is adopted is open to the public, and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Resolution, was given, all as required by Applicable Law NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DALLA5/FORT WORTH INTERNATIONAL AIRPORT: Section 1 That the proposed concurrent ordinance of the City Councils, bearing the short title "'Thirty Third Supplemental Concurrent Bond Ordinance" be and the same is hereby m all respects approved by the Board, with the parameters set forth therein and ii substantially the form and substance attached hereto and made part hereof. The Board hereby aclrnowledges and accepts its duties under Section 1.5(b)(v) of said Ordinance for the purpose of continuing disclosure. 3 l:l'1"Y Vl'- irVKl YYVAiA Section That it is hereby recommended to the City Councils that they pass the Thirty-Third Ordinance with the parameters set forth and in the form attached hereto and said City Councils are hereby requested to do so. Section 3. That the Chief Executive Officer is hereby directed to promptly forward copies of the Thirty-Third Ordinance to the City Councils along with a copy of this Resolution, together with the exhibits attached hereto. Section 4 That, in accordance with the requirements of the Contract and Agreement and the Controlling Ordinances, the Chief Executive Officer is further directed to forward by the earliest practical means a copy of the Thirty-Third Ordinance to the City Attorney of each of the Cities with the request that each present the same at a meeting of the respective City Council, along with the request of the Boazd, respectfully submitted, that said ordinance be approved and passed. Section 5. That upon the passage of the Thirty-Third Ordinance by said City Councils, the appropriate officers of this Board aze hereby authorized and directed to take such steps as may be necessary or considered appropriate to accomplish the issuance, sale and delivery of any issue of Bonds in accordance with the Thuty-Third Ordinance. Section 6. That the preliminary official statement substantially in the form attached hereto and made a part hereof, is hereby m all respects approved by the Board The Chief Executive Officer is hereby authorized to prepare and execute the final official statement and is directed to deliver executed copies of said final Official Statement to the Underwriters named in the Underwriting Agreement. Section 7 That the preliminary official statement and the final official statement, with such subsequent modifications or amendments as shall be approved by the Chief Executive Officer shall be used by the Underwriters in the sale of the Bonds. Section 8. That the Underwriting Agreement, providing for the terms of sale of the Bonds by the Cities to the purchasers therein named is hereby in all respects approved by the Board in substantially the form and substance attached hereto and made a part hereof, at such prices, in the aggregate principal amounts, with such installments of principal, with such interest rates and such other matters as shall be determined by the respective City Managers of the Cities, and the Chief Executive Officer is hereby authorized to execute such Underwriting Agreement, and the corporate seal of the Boazd shall be impressed thereon and attested by the Staff Secretary of said Boazd upon a determination by the Chief 4 CITY OF FORT WORTH Executive Officer that the requirements of the Controlling Ordinances have been met That upon execution in the manner herein prescribed by the officers of said Board, the Chief Executive Officer is hereby directed to forward copies of said executed Underwriting Agreement to the City Managers of the Cities for further handling. Section That the Escrow Agreement in substantially the form attached hereto and made a part hereof, providing the terms upon which the Refimded Obligations are to be redeemed and retired, is hereby in all respects approved by the Board and the Board hereby recommends that the Escrow Agreement be authorized and executed by and on behalf of the Cities, with such changes and modifications as the respective Gity Attorneys deem necessary and appropriate. Section 10. That the Chief Executive Officer is hereby authorized to take any other actions appropriate or necessary in connection with the issuance, sale and delivery of the Bonds. In the absence of the Chief Executive Officer, any of the persons designated as "Authorized Officers" pursuant to the Thirtieth Ordinance are hereby authorized to act on behalf of the Board and the Cities with respect to all matters described in this resolution. 5 PASSED BY THE FORT WORTH CITY COUNCIL THIS NOVEMBER 13, 2001 Mayor, City of Fort Worth, Te (SEAL) ATTEST: P City Secre City of Fort Worth, Texas AS TO FORM AND LEGALITY City Attorney City of Fort Worth, Texas I, Gloria Pearson, 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 November 13, 2001 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 Chapter 551 Texas Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this day of 2001 ~~ ,. ~^~ ~, ity Secretary ~.. ~ ~ * ~ ~ City of Fort Worth, Texas ~. ~~_~: SEAL) r ^_.^~.. .-r.R 4 ~~\ ~~ " CITY OF FORT WORTH APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS NOVEMBER 14, 2001 APPROVED AS TO FORM. City Attorney City of Dallas, Texas I, Shirley Acy 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, November 14 2001 confirming the passage of resolution approving the Updated Capital Development Program which resolution 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 Chapter 551 Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this day of , 2001. City Secretary City of Dallas, Texas (SEAL) f,:l i Y Vir ]r-Vli"1" W VKTtI C: MPH Draft #10 November 1 2001 DALLAS/FORT WORTH INTERNATIONAL AIRPORT THIRTY THIRD SUPPLEMENTAL CONCURRENT BOND ORDINANCE Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth • authorizing $650,000,000 aggregate principal amount of DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE IMPROVEMENT AND REFUNDING BONDS SERIES 2001A Passed by the City Council of the City of Dallas November 14 2001 Passed by the City Council of the City of Fort Worth November 13 2001 Effective November 14 2001 • • TABLE OF CONTENTS PPa~e Preambles 1 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1 1 Short Title 2 Section 1.2. Definitions 2 Section 1.3 Table of Contents, Titles and Headings 4 Section 14 Interpretation 5 Section 1.5 Declarations and Additional Rights and Limitations Under Controllmg Ordinances 5 ARTICLE II PURPOSES PLEDGE AND SECURITY FOR BONDS Section 2.1 Purposes of Ordinance 7 Section 2.2. Pledge, Security for Sources of Payment of Bonds 7 ARTICLE III AUTHORIZATION GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3 1 Authorization 7 Section 3.2. Initial Date, Denominations, Number, Maturity Initial Registered Owner, Characteristics of the Initial Bond and Expiration Date of Delegation 7 Section 3.3. 1Vledium, Method and Place of Payment 8 Section 3 4 Ownership 9 Section 3.5 Registration, Transfer and Exchange 10 Section 3.6. Cancellation and Authentication 11 Section 3 7 Temporary Bonds 11 Section 3.8. Replacement Bonds 11 Section 3.9 Book-Entry Only System 12 Section 3 10. Successor Secunties Depository 13 Section 3 11 Payments to Cede & Co. 13 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 41 Limitation on Redemption 13 Section 4.2. Optional Redemption 14 -i- • Pa e Section 4.3 Partial Redemption 14 Section 4 4 Mandatory Redemption of Certain Bonds 14 Section 4.5 Notice of Redemption to Holders 15 Section 4.6. Payment Upon Redemption 15 Section 4 7 Effect of Redemption 15 ARTICLE V PAYING AGENT/REGISTRAR Section 5 1 Appointment of Initial Paying Agent/Registrar 15 Section 5.2. Qualifications 15 Section 5.3 Maintaining Paying AgentlRegistrar 16 Section 5 4 Termination 16 Section 5.5 Notice of Change 16 Section 5 6. Agreement to Perform Duties and Functions 16 Section 5 7 Delivery of Records to Successor 16 ARTICLE VI FORM OF THE BONDS Section 6.1 Form Generally 16 Section 6.2. Form of Bonds 16 Section 6.3 CUSIP Registration 25 Section 6.4 Legal Opinion 25 ARTICLE VII EXECUTION APPROVAL, REGISTRATION SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Section 7 1 Method of Execution, Delivery of Initial Bond 25 Section 7.2. Approval and Registration 26 Section 7.3 TEFRA Approval 26 Section 7 4 Approval of Credit Agreements 26 ARTICLE VIII GENERAL PROVISIONS Section 8.1 Deposit and Uses of Bond Proceeds 27 Section 8.2. Payment of the Bonds 27 Section 8.3 Representations and Covenants 27 • Section 8.4 Covenants Regarding Tax-Exemption 28 -ll- • Section 8.5 Section 8.6. Section 8.7 ARTICLE IX REPEAL, SEVERABILITY AND EFFECTIVE DATE • • Section 9 1 Section 9.2. Section 9.3 Signatures Disposition of Project Allocation of, and Limitation on, Expenditures for the Project Bond Insurance Ordinance Irrepealable Severability Effective Date Exhibit A Form of Underwriting Agreement Exhibit B Form of Notice of Redemption Pace 30 30 30 31 31 31 33 _~_ • CITY OF DALLAS ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO THIRTY THIRD SUPPLEMENTAL CONCURRENT BOND ORDINANCE AUTHORIZINGDALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2001A, FOR LAWFUL PURPOSES, PROVIDING THE SECURITY THEREFOR, PROVIDING FOR THE SALE, EXECUTION AND DELIVERY THEREOF SUBJECT TO CERTAIN PARAMETERS, AND PROVIDING OTHER TERMS, PROVISIONS AND COVENANTS WITH RESPECT THERETO. WHEREAS, pnor to the adoption of this ordinance (herein defined and cited as the 'Thirty-Third Supplemental Concurrent Bond Ordinance" or as the or this 'Ordinance"), the City Councils of the Cities of Dallas and Fort Worth (the 'Cities") have passed the Thirtieth Supplemental Concurrent Bond Ordinance (defined and cited hexem as the 'Thirtieth Ordinance") relating to the Dallas Fort Worth International Airport (the Airport"); and WHEREAS, the Thirtieth Ordinance amended and supplemented the prior ordinance of the Cities _ that is defined therein as the 1968 Ordinance" and WHEREAS, the 1968 Ordinance, as amended and supplemented by the Thirtieth Ordinance, and the Thirtieth Ordinance, now constitute the controlling bond ordinances of the Cities (herein defined together as the 'Controlling Ordinances") that relate to the financing of the Airport and that, together (i) prescribe the terms and conditions upon the basis of which the Initial Obligations, Additional Obligations, Credit Agreements, and Panty Credit Agreement Obligations may be issued and executed, and (ii) provide and establish the pledge, security and liens securing the Cities' special obligations to pay when due the Outstanding Obligations, the Initial Obligations, any Parity Credit Agreement Obligations, and any Additional Obligations; and WHEREAS, this Ordinance is adopted for the purpose of, among the other purposes set forth below funding a portion of the Capital Development Program; and WHEREAS, in accordance with the Controlling Ordinances, the Cities have been requested by the Dallas-Fort Worth International Airport Board (the 'Board") to issue Additional Obligations pursuant to this Ordinance to refund maturities of a series of previously issued Outstanding Obligations, to pay costs of capital improvements of the Airport and for other purposes as fiuther described in section 3 1 and WHEREAS, the City Councils of the City of Dallas, Texas on October 9 1991 and of the City of Fort Worth, Texas on October 8, 1991 concurrently passed the Nineteenth Supplemental Regional Airport Concurrent Bond Ordinance (the 'Nineteenth Supplemental Ordinance") authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 (the 'Series 1991 Bonds") in the aggregate amount of $19,850,000, presently outstanding in the aggregate principal amount of $19,250,000 and the Twentieth Supplemental Regional Airport Concurrent Bond Ordinance (the 'Twentieth Supplemental Ordinance") authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series • 1991A (the 'Series 1991A Bonds") in the aggregate amount of $55 150,000, presently outstanding in the aggregate principal amount of $54,550,000 (the Senes 1991 Bonds and the Series 1991A Bonds collectively referred to as the 'Refunded Bonds"); and WHEREAS, it has been determined that debt service savings can be achieved and future uncertainties removed at this time by the issuance of the Da11aslFort Worth International Airport Joint Revenue Improvement and Refunding Bonds, Series 2001A (the 'Bonds") to, among other things, refund the Refunded Bonds; and WHEREAS, the Cities have also authorized the issuance of up to $500,000,000 of their Joint Revenue Commercial Paper Notes, Series A (the 'Refunded Notes") pursuant to the Thirty-Second Supplemental Concurrent Bond Ordinance (the 'Thirty-Second Ordinance") concurrently passed by the City Councils of the City of Dallas, Texas and the City of Fort Worth, Texas on October 25 2000 and November 14 2000, respectively- and WHEREAS, it has been determined that the Board will refund the outstanding Refunded Notes with a portion of the proceeds of the Bonds; and WHEREAS, each City Council finds and determines that the meeting at which this Ordinance is adopted is open to the public, and public notice of the tune, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as regmred by Applicable Law• • NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH. ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1 1 Short. itle This Ordinance may hereafter be cited in other documents and without further description as the 'Thirty-Third Supplemental Concurrent Bond Ordinance. Section 1.2. Definitions. The capitalized terms used herein, including in the preambles hereto, that are not otherwise defined herein shall have the same meanings and definitions as are applied to such terms, respectively in, or incorporated into, the Controlling Ordinances. Additionally unless otherwise expressly provided or unless the context clearly requires otherwise, the following additional terms shall have the respective meanings specified below- Bond means any of the Bonds. Bond Date means December 1 2001 the date of the Bonds. • 2 • Bonds means the bonds entitled 'Dallas-Fort Worth International Airport Joint Revenue Improvement and Refunding Bonds, Series 2001A, as further described in Section 3 1 Capital Development Program means the 5-year Airport infrastructure expansion and improvement program and plan approved by the Boazd on November 8, 1999 by the City of Fort Worth, Texas on December 15 1999 and by the City of Dallas, Texas on December 16, 1999 as amended by the Board on August 2, 2001 by the City of Fort Worth, Texas on November 14 2001 and by the City of Dallas, Texas on November 13, 2001, and as such Program may be fi ~ther amended from time to tune. Closing Date means the date on which the Bonds are actually delivered to and paid for by the Purchaser Designated Payment/Transfer Office means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Austin, Texas, or such other location as may be designated by the Paying Agent/Registrar, and (ii) with respect to any successor Paying Agent/Registraz the office of such successor designated and located as may be agreed upon by the Cities and such successor Escrow Agent means Bank One, National Association or any successor thereto DTC means The Depository Trust Company of New York, New York, or any successor securiti0s depository DTC Participant means brokers and dealers, banks, trust companies, clearing corporations • and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among such parties. Section 6.2(d). Initial Bond means the Bond described m Section 3.2 with the insertions required by Insurer or Insurers means the issuer of the Policy or of the Policies if more than one are issued, as certified by an Authorized Officer on the Closing Date. Interest Payment Date means the date or dates upon which interest on the Bonds is scheduled to be paid until the applicable Stated Maturity Date or Mandatory Redemption Date, such dates being May 1 and November 1 of each year commencing May 1 2002. Mandatory Redemption Dates means the dates on which the Cities are obligated to redeem Bonds in advance of their respective Stated Maturity Dates in accordance with Section 4 4 Master Paying Agent Agreement means the paying agent agreement previously executed by the Board and the Paying Agent/Registraz that specifies the duties and responsibilities of the Paying Agent/Registraz with respect to bonds or other obligations issued by the Cities in relation to the Airport. Ordinance means this Ordinance. • Original Issue Date means the Closing Date. 3- • Paying Agent/Registrar means Bank One, National Association, or any successor thereto as provided in this Ordinance. Policy or Policies means the policy or policies of municipal bond insurance relating to the Bonds issued on the Closing Date by the Insurer or the Insurers if more than one. Purchaser means the person, firm or entity or the group thereof, or the representative of such group, initially purchasing the Bonds from the Cities pursuant to the Underwriting Agreement. Rebate Fund means the special fund required to be created and maintained m Section 8.4 and is the type of fund referred to in the definition of that term in the Thirtieth Ordinance. Record Date means the 15th day of the month next preceding an Interest Payment Date. Refunded Bonds means the $19,250,000 m aggregate principal amount of outstanding Series 1991 Bonds and the $54,550,000 in aggregate principal amount of Series 1991A Bonds to be refimded and redeemed with the proceeds from the sale of the Bonds. RefundedNotes means the currently outstanding Dallas-Fort Worth International Airport Jomt Revenue Commercial Paper Notes, Series A to be refunded m an amount not to exceed $500 000,000 Refunded Obligations means the Refunded Bonds and the Refunded Notes. • RepresentationLetter meansthe'BlanketLetterofRepresentations"betweentheCities and DTC, as approved and ratified in Section 3.9(c). Series 1991 Bonds means the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 Series 1991A Bonds means the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A. Stated Maturity Dates means the respective dates on which the Bonds are stated to mature in accordance with Section 3.2(b). Thirtieth Ordinance means the Thirtieth Supplemental Concurrent Bond Ordinance passed by the City Councils of the Cities and effective on February 23, 2000 Underwriting Agreement means the Underwriting Agreement hereafter entered mto as contemplated and authorized in Section 3.2(b). Section 1.3 Table of Contents. Titles and Headings. The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof • or m ascertaining intent, if any question of mtent should arise. -4- • Section 1 4 Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Article and Section references shall mean references to Articles and Sections of this Ordinance unless designated otherwise. (c) If any one or more of the covenants, provisions or agreements contained herein should be contrary to Applicable Law then such covenants, provisions or agreements shall be deemed separable from the remaining covenants, provisions, and agreements hereof, and shall in no way affect the validity of the remaining covenants, provisions, and agreements contained rn this Ordinance. Section 1.5 Declarations and Additional Riglrts and Limitations Under Controlling Ordinances. (a) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and supplemented the Cities declare and provide as follows: (i) The Bonds are Additional Obligations that are authorized by Section 3.2 of the Thirtieth Ordinance. (ii) The Bonds are not Interim Obligations. (iii) Each Policy is a Credit Agreement, and each Insurer is a Credit Provider. • However a Policy does not create a Panty Credit Agreement Obligation. (iv) Admirustratrve Expenses shall include the fees and expenses owed to the Paying AgentlRegistrar (v) The amount of the Debt Service Reserve Requirement on account of the Bonds rs an amount that is not less than the average annual Debt Service ;that will be required to be paid on or with respect to all Outstanding Obligations as of the date following the delivery of the Bonds. The amount on deposit in the Debt Service Reserve Fund rs less than the amount required, and the amount specified in Section 8.1 shall be deposited to the Debt Service Reserve Fund out of the proceeds of the Bonds. (vi) The Stated Maturity Dates and the Mandatory Redemption Dates established in accordance with Article III aze Principal Payment Dates for the purposes of the Thirtieth Ordinance. (vii) Each Insurer, as a Credit Provider is authorized to give and withdraw notices of default under the provisions of Section 7 1(vii) of the Thirtieth Ordinance. (viii) Special Revenues received by the Boazd from the unposition and collection of passenger facilities charges imposed pursuant to 49 U.5. Code, Sec 40117 in the full amount authorized by Records of Decisions of the Federal Aviation Administration heretofore issued pursuant to Applicable Law and Special Revenues received from a passenger facilities charge collected at the rate of $3.00 per permissible passenger but not • exceeding $4,000,000,000, asauthorized pursuant to the Board's fifth and sixth Applications 5- for approval, and relating to one or more portions of the Capital Development Program, shall be included as Gross Revenues. (ix) The Bonds aze Additional Parity Bonds" within the meaning of Section 8.4 of the 1968 Ordinance. (x) As pernutted by Section 5 1 of the Thirtieth Ordinance, the Board confirms the creation of the Capitalized Interest Account m the Construction Fund. The Capitalized Interest Account is a Pledged Fund, subject to the terms and provisions of Section 8.6. (xi) This Ordinance is an Additional Supplemental Ordinance. (b) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and supplemented, the following additional rights and limitations are granted and imposed: (i) No amendment to any Outstanding Ordinance or this Ordinance shall be proposed, approved, or adopted pursuant to any of Sections 8.2, 8.3 8.4 or 8.5 of the Thimeth Ordinance, whether with or without the consent of the Holders, unless and until the same is approved by the Insurer (ii) The Cities shall have the nght to amend the Outstanding Ordinances, the Controlling Ordinances, and this Ordinance without the consent of or notice to the Holders, for any purpose not prohibited by Section 8.3 of the Thirtieth Ordinance, if such amendment • is approved by the Insurer and such other Credit Providers, if any as may be required by an Additional Supplemental Ordinance. (iii) Whenever in this Ordinance, or in the Controlling Ordinances, the nght is granted to redeem Bonds in advance of a Stated Matunty Date, any such redemption may be accomplished with any lawfully available money The Bonds may be redeemed according to their respective teens, and pro rata redemptions are not required. All money delivered to the Paying Agent/Registraz for the purpose of paying the pnncipal of and interest on Bonds shall be held uninvested by the Paying AgentlRegistrar. (iv) In the event of the occurrence of an Event of Default, the right of acceleration of the Stated Maturity Date or the Mandatory Redemption Date of any Bond or of any Parity Credit Agreement Obligation is not granted as a remedy and the right of acceleration is expressly denied. (v) The specific information that must be provided pursuant to the disclosure requirements of Section 101 of the Thirtieth Ordinance with respect to the Bonds shall be (A) the audited financial statements of the Board for each Fiscal Year ending on and after September 30, 2001 and (B) the annual financial information shall be the operating data relating to the Bonds set forth in the numbered tables in the official statement relating to the issuance of the Bonds. The Boazd shall provide such information on behalf of the Cities. -6- ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS Section 2.1 Purim ses of Ordinance. The purposes of this Ordinance are to prescribe the specific terms and provisions of the Bonds, to extend expressly the pledge, lien, security and provisions of the Controlling Ordinances to and for the benefit of the Holders, to provide certain covenants to and for the benefit of each Insurer and to sell the Bonds to the Purchaser Section 2.2. Pled~,e, Security for. Sources of Payment of Bonds (a} The pledge, the secunty and the filing provisions of Sections 2.2 and 2.4 respectively of the Thirtieth Ordinance are hereby expressly restated, fixed, brought forward and granted to the Holders, and to each Insurer as a Credit Provider. (b) The Bonds, as Additional Obligations" under the Controlling Ordinances, are secured by a lien on and pledge of the Pledged Revenues and the Pledged Funds on a panty with the Prior Obligations, the Initial Obligations, and any other Additional Obligations that are Outstanding, and with Parity Credit Agreement Obligations, if any that are unpaid from tune to time, as declared and provided in Section 2.2 of the Thirtieth Ordinance. ARTICLE III AUTHORIZATION GENERAL TERMS AND PROVISIONS REGARDING THE BONDS • Section 3 1 Authonzation. Additional Obligations, to be designated 'Dallas/Fort Worth InternationalAirportJgint Revenue Improvement and Refunding Bonds, Series 2001 A, are hereby authorized to be issued and delivered in accordance with Applicable Law The Bonds shall be issued for the purpose of refunding all of the Refunded Bonds, refunding all of the Refunded Notes, paying a portion of the Costs of the Airport included in the Capital Development Program and certain Costs of the Airport not included in the CapitalDevelopment Program, to provide for capitalized interest, and to pay the Cities and the Board s costs incurred in connection with the issuance of the Bonds, including the costs of the Policy or Policies. Section 3.2. Initial Date. Denominations. Number Maturity Initial Registered Owner, Characteristics of the Initial Bond and Expiration Date of Delegation. (a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated December 1 2001 in the denomination and maximum aggregate principal amount of $650,000,000, numbered T 1 payable in annual installments of principal to the initial registered owner thereof (to be determined by the City Managers, as hereinafter provided), or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the 'registered owner"), with the annual installments of principal of the Initial Bond to be payable on the dates, respectively and in the principal amounts, respectively to be stated in the Initial Bond set forth in this Ordinance, and as provided in this Ordinance, but with the final installment of principal (the maximum term) to be not later than November 1 2035 (b) As authorized by Chapter 1371 Government Code, as amended, the city managers of the Cities (the 'City Managers") are hereby authorized, appointed, and designated as the officers or employees of the Cities authorized to act on behalf of the Cities in the selling and delivering of the Initial Bond and carrying out the other procedures specified in this Ordinance, including the determination of the price at which • the Initial Bond will be sold, the amount of each Principal Installment thereof in the maximum aggregate amount of $650,000,000, the due date of each Principal Installment, which shall be November 1 in each year in which a Principal Installment is due, the rate of interest to be borne by each Principal Installment, the redemption features, including any requirements of Mandatory Redemption, and all other matters relating to the issuance, sale, and delivery of the Initial Bond and the Bonds. The City Managers, acting for and on behalf of the Cities, are authorized to enter into and carry out an Underwriting Agreement in substantially the form attached hereto as Exhibit A as approved by the City Attorneys of the Cities with one or more of the parties indicated in Exhibit A at such price, in the aggregate principal amount, with such Principal Installments, with such interest rates, with such redemption features and other matters, as shall be determined by the City Managers and set forth therein; provided that: (i) the price to be paid for the hutial Bond shall not be less than 97% of the initial aggregate principal amount thereof with a maximum underwriter's discount of 7.5%, and (ii) no installment of principal of the Initial Bond shall bear interest at a rate greater than 6.5% per annum. It is further provided, however, that, notwithstanding the foregoing provisions, the Initial Bond shall not be delivered unless prior to delivery the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Applicable Law (c} The City Managers are authorized to establish which maturity or maturities, if any shall be insured based on recommendations of the Co=Financial Advisors of the Airport, and the City Managers shall specify the name or names of the Insurer or Insurers in the Underwriting Agreement and shall specify therein which maturity or maturities, if any will be insured. (d) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due dates • of installments of principal thereof as provided for in this Ordinance, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the hutial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM OF BOND set forth in this Ordinance and as determined by the City Managers, as provided herein, with such changes and additions as are required to meet the terms of the Underwriting Agreement executed by the City Managers with respect thereto, including the name as to which the Initial Bond shall be registered. (e) In the event the Underwriting Agreement shall not be executed on or before 5.00 p.m. on May 1 2002, the delegation to the City Managers pursuant to this Ordinance shall cease to be effective unless the City Council of each of the Cities shall act to extend such delegation. Section 3.3 Medium. Method and Place of Payment. (a) The principal of, premium, if any and interest on the Bonds shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Bonds shall be payable to the Holders whose names appear in the Obligation Register (as defined in section 3.5) at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter anew record date for such interest payment (a 'Special Record Date") will be established by the Paying Agent/Registrar ifand when funds for the payment of such interest have been received from the Cities or the Board. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the 'Special Payment Date, which shall be at least 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 • -8- • address of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) Interest on the Bonds shall be paid by check (dated as of the Interest Payment Date) and sent by the Paying Agent/Registrar to the Holder entitled to such payment, United States mail, first class postage prepaid, to the address of the Holder as it appears in the Obligation Register or by such other customary banking arrangements acceptable to the Paying Agent/Registraz and the person to whom interest is to be paid; provided, however, that such person shall bear all risk and expenses of such other customary banking arrangements. Upon written request of a registered owner of at least $1,000,000 in principal amount of Bonds, all payments of the principal of, redemption premium, if any and interest on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such registered owner (d) The principal of each Bond shall be paid to the Holder on the due date thereof (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Designated Payment/Transfer Office. (e) If a date for the payment of the principal of or interest on the Bonds is a Saturday Sunday legal holiday or a day on which banking institutions m the Cities or in the city m which the Designated PaymentlTransfer Office is located, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day and payment on such date shall have the same force and effect as if made on the original date payment was due. (f) Subject to any applicable escheat, unclaimed property or similar and Applicable Law • unclaimed payments remaining unclaimed by the Holders entitled thereto for three years after the applicable payment or redemption date shall be paid to the Board and thereafter neither the Cities, the Paying Agent/Registraz nor any other person shall be liable or responsible to any Holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds. (g) The unpaid principal balance of the Imtial Bond shall beaz interest from the Closing Date of the Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the Principal Installments of the Initial Bond, and said interest shall be payable to the registered owner thereof, all in the manner provided and on the dates fixed by the City Managers in accordance with this Ordinance, and with interest rates as fixed by the City Managers in accordance with this Ordinance, and as set forth in the Underwriting Agreement, with the fast interest payment date to be May 1 2002. Section 3 4 Ownership (a) The Cities, the Board, the Paying Agent/Registrar and any other person may treat each Holder as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and premium, if any thereon, and for the frther purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to each Holder on the Record Date), and far all other purposes, whether or not such Bond is overdue, and neither the Cities, the Board, nor the Paying AgentlRegistrar shall be bound by any notice or knowledge to the contrary (b) All payments made to the person deemed to be the Holder in accordance with this Section shall be valid and effectual and shall dischazge the liability of the Cities, the Board, and the Paying Agent/Registraz upon such Bond to the extent of the sums paid Section 3.5 Re~istrarion. Transfer and Exchange (a) So long as any Bonds remain outstanding, the Board shall cause the Payuig Agent/Registraz to keep a register (the 'Obligation Register") in which, -9- • subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. (b) Ownership of any Bond may be transferred in the Obligation Register only upon the presentation and surrender thereof at the Paying Agent's Designated Payment/Transfer Office for transfer of registration and cancellation, together with proper written instnunents of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of the Bonds, 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 thereof to have the Bond or any portion thereof registered m the name of such assignee or assignees. No transfer of any Bond shall be effective until entered in the Obligation Register Upon assignment and transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar in conversion and exchange for such transferred and assigned Bond. To the extent possible the Paying Agent/Registrar will issue such new Bond or Bonds in not more than three business days after receipt of the Bond to be transferred in proper form and with proper instructions directing such transfer. (c) Any Bond may be converted and exchanged only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar together with a written request therefor duly executed by the registered owner or assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination and in an aggregate principal amount equal to the unpaid pnncipal amount of the Bond presented for exchange. If a portion of any Bond is 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. To the extent possible, a new Bond or Bonds shall be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds in not more than three business days after receipt of the Bond to be exchanged in proper form and with proper instructions directing such exchange. (d) Each Bond issued in exchange for any Bond or portion thereof assigned, transferred or converted 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 andlor number to distinguish it from each other Bond. The Paying Agent/Registrar shall convert and exchange the Bonds as provided herein, and each substitute Bond delivered in accordance with this Section shall constitute an onginal contractual obligation of the Cities and shall be entitled to the benefits and secunty of this Ordinance to the same extent as the Bond or Bonds in lieu of which such substitute Bond is delivered. (e) The Board will pay as Administrative Expenses, the Paying Agent/Registrar's reasonable and customary charge for the initial registration or any subsequent transfer, exchange or conversion of Bonds, but the Paying AgentlRegistrar will require the Holder to pay a sum sufficient to cover any tax or other govenunental charge that is authorized to be imposed in connection with the registration, transfer, exchange or conversion of a Bond. In addition, the Cities hereby covenant with the Holders of the Bonds that the Board 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 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer registration, conversion and exchange of Bonds as provided herein. r ~ ~J la (f) Neither the Cities, the Board, nor the Paying Agent/Registraz shall be required to issue, transfer or exchange any Bond called for redemption, in whole or in part, where such redemption is scheduled to occur within 45 calendar days after the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the Holder of the uncalled principal balance of a Bond. Section 3.6. Cancellation and Authentication. All Bonds paid or redeemed before their Stated Maturity Dates in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be canceled upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of the canceled Bonds in accordance with Applicable Law Section 3 7 Temporar~Bonds. (a) Following the delivery and registration of the InitialBond and pending the preparation of definitive Bonds, the proper officers of the Cities may execute and, upon the Cities' or the Board s request, the Paying Agent/Registraz shall authenticate and deliver, one or more temporary Bonds that aze printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Cities executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Cities or the Board, without unreasonable delay shall prepare, execute and deliver to the Paying Agent/Registraz the Bonds in definitive form, thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registraz, the Paying Agent/Registraz shall cancel the Bonds m temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner Section 3.8. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registraz, at the Designated PaymendTransfer Office, of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Cities, the Board, or the Pa}nng Agent/Registraz may require the Holder of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b} In the event any Bond is lost, apparently destroyed or wrongfully taken, the Paying AgentfRegistraz pursuant to Subchapter D of Chapter 1201 Government Code, as amended, and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Holder first: (i) fiunishes to the Paying Agent/Registraz satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond, • 11 • u furnishes such securi or indemni as ma be re uued b the Pa n () tY tY Y q ~ Y Yi g AgentlRegistrar and the Cities to save them harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying AgentlRegistrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the Cities and the Paying Agent/Registrar. (c) If, a$er the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such originalBond, the Cities, the Board, and the Paying Agent/Registraz shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Cities, the Board, or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, inns discretion, instead of issuing a replacement Bond, may pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.9 Book-Entr~Onl,~System (a) The definitive Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in Section 3 10, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Cities, the Board, and the Paying Agent/Registraz shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Ordinance. Without limiting the immediately preceding sentence, the Cities, the Boazd, and the Paying AgentlRegistrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Holder, as shown on the Obligation Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Holder, as shown in the Register of any amount with respect to principal of, premium, if any or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary the Cities, the Board, and the Paying Agent/R.egistraz shall be entitled to treat and consider the person in whose name each Bond is registered in the Obligation Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever The Paying AgentlRegistraz shall pay all principal of, premium, if any and interest on the Bonds only to or upon the order of the respective Holders, as shown in the Obligation Register, or their respective attorneys duly authorized 12 • in writing, and all such payments shall be valid and effective to fully satisfy and dischazge the Cities' obligations with respect to payment of, premium, if any and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Holder as shown in the register, shall receive a certificate evidencing the obligation of the Cities to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registraz of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word 'Cede & Co. in this Ordinance shall refer to such new nominee of DTC. (c) The 'Representarion Letter" previously executed and delivered by an Authorized Officer and made applicable to the Bonds delivered in book-entry-only form to DTC, as securities depository therefor, is hereby ratified and approved for the Bonds. Secrion 3 10. Successor Securities Depository In the event that the Cities, the Board, or the Paying Agent/Registraz determine that DTC is incapable of dischazging its responsibilities described herein and in the Representation Letter and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the Cities, the Board, or the Paying Agent! Registrar shall (i) appoint a successor securities depository qualified to act as such under Section 17(a) of the Securiries and Exchange Act of 1934 as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being registered in the Obligarion Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository or its nominee, or in whatever name or names Holders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Section 3 11 Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively in the manner provided in the Representation Letter. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 41 Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV Section 4.2. Optional Redemption. (a) The City Managers shall specify in the Underwriting Agreement, the Initial Bond, and in the Bonds such rights of optional redemption, if any and the Redemption Prices therefor that are to be reserved by the Cities. (b) To the extent the Bonds are subject to optional redemption, the Board, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registraz, shall notify the Paying Agent/Registraz of such redemption date and of the principal amount of Bonds to be redeemed. • 13- • Section 4.3 Partial Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to Section 4.2, the Board shall have the right to determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registraz to call by lot the Bonds, or portions thereof, within such maturity or maturities and m such principal amounts for redemption as detemuned by the Board in its sole discretion. (b) A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only m a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registraz shall treat each $5,000 portion of the Bond as though rt were a single Bond for purposes of selection for redemption. (c) Upon surrender of any Bond for redemption in part; the Paying Agent/Registraz in accordance with Section 3.5 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (d) The Paying Agent/Reg~strar shall promptly notify the Board m writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4 4 Mandatory Redemption of Certain Bonds (a) The City Managers shall specify in the Underwriting Agreement and in the Initial Bond and in the Bonds such obligations to redeem the Bonds mandatorily and the Redemption Prices therefor as are to be imposed on the Cities. • (b) 5ublect to the provisions of subsection (c) of this Section, when less than all ofthe Bonds of a specified maturity on a specified Stated Maturity Date are required to be redeemed as determined in accordance with this Section, the Cities, acting through the Board, shall have the right and shall direct the Paying Agent/Registraz to call by lot the Bonds, or portions thereof within a maturity that are to be called for redemption. A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or an integral multiple thereof. The Paying Agent/Registraz shall treat each $5,000 portion of the Bond as though rt were a single Bond for purposes of selection for redemption. Upon surrender of any Bond for redemption in part, the Paying AgentfRegistraz shall authenticate and deliver an exchange Bond or Bonds in an aggregate amount equal to the unredeemed portion of the Bond so surrendered. (c) In lieu of the procedure described in subsection (b) of this Section, if less than all of the Bonds of a Stated Maturity Date are required to be redeemed, the Cities and the Board shall have the right to accept tenders of Bonds of the applicable Stated Maturity Date and to purchase Bonds of such maturity in the open markets at any price that is less than the applicable Redemption Price for the Bonds required to be redeemed. Section 4.5 Notice of Redemption to Holders. (a) The Paying Agent/Registraz shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Holder of each Bond (or part thereof) to be redeemed, at the address shown on the Obligation Register. (b) The notice shall state the redemption date, the redemption pace, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an . identification of the Bonds or portions thereof to be redeemed. 14- • (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Section 4.6. PaymentU~onRedemption. (a) Before or on each redemption date, the Board shall deposit with the Paying AgentlRegistrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registraz shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying AgentlRegistraz from the Board and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any and accrued interest on the Bonds being redeemed, or the tender or negotiated price in the case of Bonds tendered or purchased under Section 4 4(c). (b) Upon presentation and surrender of any Bond called for redemption at the Designated PaymentlTransfer Office on or after the date fixed for redemption, the Paying Agent/Registraz shall pay the principal of, redemption premium, if any and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. Section 4 ? Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.5 of this Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Cities fail iii their obligation to make provision for the payment of the principal thereof, redemption premium, if any or accrued interest thereon on the date fixed for redemption, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. • (b) If the Cities shall fail to make provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the Cities. ARTICLE V PAYING AGENTJREGISTRAR Section 5 1 Appointment of Initial Paying A eg nt/Re~istraz. Bank One, National Association, is hereby appointed as the imtial Paying Agent/Registraz for the Bonds, under and subject to the terms and provisions of the Master Paying Agent Agreement. Section 5.2. t, iialifications. The Paying Agent/Registrar shall be a commercial bank, a trust company organized under applicable laws, or any other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5:3 Maintaining Pang A eng~ t/Registrar (a) At all times while any Bonds are Outstanding, the Cities will maintain a Paymg Agent/Registraz that is qualified under Section 5.2 of this Ordinance. (b) If the Paying Agent/Registraz resigns or otherwise ceases to serve as such, the Board will promptly appoint a replacement. Section 5 4 Ternunahon. The Cities, acting through the Board, upon not less than 60 days notice, • reserves the right to terminate the appointment of any Paying Agent/Registraz by delivering to the entity 15- . whose appointment is to be terminated written notice of such termination, provided, that such termination shall not be effective until a successor Paying Agent/Registraz has been appointed and has accepted the duties of Paying Agent/Registraz for the Bonds. Section 5.5 Notice of Change Promptly upon each change in the entity serving as Paying Agent/Registraz, the Board will cause notice of the change to be sent to each Holder and Insurer by first class United States mail, postage prepaid, at the address in the Obligation Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar Section 5.6. A,_greement to Perform Duties. and Functions By accepting the appointment as Paying Agent/Registraz, the Paying Agent/Registraz acknowledges receipt of copies of the Controlling Ordinances and this Ordinance, and is deemed to have agreed to the provisions of thereof, and to perform the duties and functions of Paying Agent/Registrar prescribed therein and herein. Section 5 7 Delivery of Records to Successor If a Paying Agent/Registraz is replaced, such Paying Agent/Registraz, promptly upon the appointment of the successor, will deliver the Obligation Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registraz ARTICLE VI FORM OF THE BONDS • Section 6.1 Form Generally (a) The Bonds, including the Registrarion Certificate of the Comptroller of Public Accounts of the State, the Certificate of the Paying Agent/Registraz, and the Assignment form to appeaz on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other mazks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Board. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The Bonds, including the Initial Bond submitted to the Attorney General of Texas and any temporary Bonds, shall be typed, printed, lithographed, photocopied or engraved, and may be produced by any combination of these methods or produced in any other similar manner all as determined by the officers executing such Bonds, as evidenced by their execution thereof. Section 6.2. Form of Bonds The form of Bonds, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State, the form of Certificate of the Paying Agent/Registraz and the form of Assignment appearing on the Bonds, shall be substantially as follows: 16- • • (a) [Form of Bond) REGISTERED No United States of America State of Texas REGISTERED DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2001A INTEREST RATE. MATURITY DATE. ORIGINAL ISSUE DATE. CUSIP NO The Cities of Dallas and Fort Worth, Texas (the 'Cities"), for value received, hereby promise to pay to or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the pnncipal hereof shall have been paid or provision for such payment shall. have been made, and to pay interest on the unpaid principal amount hereof from the later of the Original Issue Date, as specified above, or the most recent interest payment date to which interest has been paid or provided for until such principal amount shall have been paid or provided for at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on May 1 and November 1 of each year, commencing May 1 2002. Interest on the Bonds shall accrue from the date of delivery Capitalized terms appearing herein that are defined terms in the Ordinances defined below have the meanings assigned to them in the Ordinances. Reference is made to the Ordinances for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Dallas, Texas (the 'Designated Payment/Transfer Office"), of Bank One, National Association or, with respect to a successor Paying Agent/Registrar at the Designated Payment/T'ransfer Office of such successor Interest on this Bond is payable by check dated as of the interest payment date, mailed by the Paying AgentiRegistrar to the registered owner at the address shown on the registration books kept by the Paying AgentJRegistrar or by such other customary banking arrangements acceptable to the Paying Agent(Registrar, requested by and at the risk and expense of, the person to whom interest is to be paid. 17 • Upon written request of a registered owner of at least $1,000,000 in principal amount of Bonds, all payments of the principal of, redemption premium, if any and interest on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such registered owner For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the 'Record Date, which shall be the 15th day of the month next preceding such interest payment date; provided, however that in the event of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter, a new record date for such interest payment (a 'SpecialRecord Date") will be established by the Paying AgentJRegistrar, 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 appearing on the books of the Paying Agent/Registrar at the close of business on the last business day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday Sunday legal holiday or a day on which banking institutions in the Cities or in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a series of fully registered bonds specified 1Ti the title hereof, dated December 1 2001 issued in the aggregate principal amount of $650,000,000 pursuant to the 'Controlling Ordinances, as defined in the Thirty-Third Supplemental Concurrent Bond Ordinance adopted concurrently by the City Councils of the Cities (the 'Thirty-Third Supplemental Ordinance"). The Controlhng Ordinances and the Thirty Third Supplemental Ordinance are herein collectively referred to as the 'Ordinances. This Bond is one of the Additional Obligations authorized by the Ordinances and is subject to the teens and provisions thereof. The Ordinances and their respective terms and provisions are incorporated herein for all purposes. The Bonds were issued by the Cities for the purposes of obtaining funds to pay a portion of Costs of the Airport relating to the Airport's Capital Development Program and certain Costs of the Airport not included in the Capital Development Program, to provide for capitalized interest, to refund and redeem $73,800,000 in aggregate principal amount of the 'Refunded Bonds" to refund all of its outstanding Commercial Paper Notes, Series A (the 'Refunded Notes") to provide permanent financing for the facilities and improvements financed with the proceeds of the Refunded Notes; and to pay the Cities' and the Board s costs of issuance. The Bonds and the interest thereon are payable from, and are secured by a first lien on and pledge of the Pledged Revenues and the Pledged Funds. The lien on and pledge of the Pledged Revenues and Pledged Funds created and granted in the Ordinances in favor of the Bonds is on a parity with the lien and pledge thereof granted by the Cities in favor of the Holders of Outstanding Obligations, the Initial Obligations, and any Additiorial Obligations or Parity Credit Agreement Obligations that may be issued or executed pursuant to the Controlling Ordinances, as defined and permitted therein. The Cities have reserved the right in the Ordinances to issue additional Initial 18- • • Obligations, Additional Obligations and Panty Credit Agreement Obligations that, after issuance, may be secured by liens on and pledges of the Pledged Revenues and Pledged Funds on a parity with the lien thereon in favor of the Bonds. The Cities have also reserved the right in the Ordinances to issue Subordinate Lien Obligations, and Net Revenue Obligations and Credit Agreement Obligations in connection therewith, provided the lien and pledge securing the same are expressly made junior and subordinate to the pledge and lien securing the Obligarions and Parity Credit Agreement Obligations. All covenants requiring the Cities to pay principal and interest or other payments on Obligations, Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations shall be joint, and not several, obligations, and all monetary obligations shall be payable and collectible solely from the revenues and funds expressly pledged thereto by the Ordinances or by an Additional Supplemental Ordinance, such revenues and funds being owned in undivided interests by the City of Dallas (to the extent of 7/1 lths thereof) and by the City of Fort Worth (to the extent of 4/1 lths thereof); and, each and every Holder shall by his acceptance of this Bond consent and agree that no claim, demand, suit, or~udgment for the payment ofmoney shall ever be asserted, filed, obtained or enforced against either of the Cities apart from the other City and from sources other than the funds and revenues pledged thereto; and no liability or judgment shall ever be asserted, entered or collected against either City individually except out of such pledged revenues and exceeding in the case of Dallas an amount equal to 7/1 lths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/11ths of the total amount asserted or demanded. The Holders hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. • * The Cities have reserved the nght and option to redeem the Bonds, in whole or part, in pnncipal amounts equal to $5,000 or any integral multiple thereof, before their respective maturity dates, on November 1 , or on any date thereafter at a price equal to the principal amount thereof, plus interest to the date fixed for redemption, without premium. If less than all of the Bonds are to be redeemed, the Board shall determine the matunty or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity and in such pnncipal amounts, for redemption. The Bonds maturing November 1 ,November 1 ,November 1 ,November 1 and November 1 shall be redeemed pnor to stated maturity in part by lot on November 1 as indicated, in each of the years set forth below from moneys required to be deposited to the credit of the Debt Service Fund at the principal amount thereof and accrued interest to date of redemption, without premium. Such required sinking fund installments as to each maturity are as follows: BONDS MATURING NOVEMBER 1, Year Amount • 19- • BONDS MATURING NOVEMBER 1, Year Amount BONDS MATURING NOVEMBER 1 Year Amount BONDS MATURING NOVEMBER 1, Year Amount BONDS MATURING NOVEMBER 1 Year Amount * The Paying Agent/Registrar will select by lot the specific Bonds (or with respect to Bonds having a denomination in excess of $5,400, each $5,000 portion thereof) to be redeemed by mandatory redemption. The principal amount of Bonds required to be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the City by the principal amount of any Bonds having the same maturity which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the City at a puce not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying AgentJRega,strar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. * Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. * To be included only if Underwriting Agreement reserves rights ofoptional redemption and/or establishes one or more Sinking Funds and • provides for mandatory redemption. 20- • As provided in the Ordinances, and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transferoffice, with such indorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered Bonds of the same stated maturity of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The Cities, the Board, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Cities, the Board, nor the Paying AgentlRegistrar shall be affected by notice to the contrary IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law• that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law • (Execution Page Follows) 21 • 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 City Manager and City Secretary• and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this Bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary and approved as to form and legality by its City Attorney • COUNTERSIGNED City Manager City of Dallas, Texas Mayor City of Dallas, Texas City Secretary City of Dallas, Texas COUNTERSIGNED City Secretary City of Fort Worth, Texas Mayor, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney City of Fort Worth, Texas 22 (b) [Form of Certificate of Paying Agent/Registrar) CERTIFICATE OF PAYING AGENT/REGISTRAR This is one of the Bonds referred to in the within mentioned Ordinances. The series of Bonds of which this Bond is a part was originally issued as one Initial Bond which was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. as Paying Agent/Registrar Dated. By /S/ Authorized Signatory (c) [Form of Assignment] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (pnnt or typewrite • name, address and zip code of transferee): (Social Security or other identifying number )the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Dated. Signature Guaranteed By /S/ Authorized Signatory NOTICE. The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner satisfactory to the Paying Agent/Registrar • 23- • (d) Initial Bond Insertions (i) The Initial Bond shall be in the form set forth in pazagraph (a) of this Section, except that: (A) immediately under the name of the Bond, the headings 'INTEREST RATE" and 'MATURITY DATE" shall both be completed with the words As Shown Below" and 'CUSIP NO _ deleted; (B} in the first paragraph: the words 'on the Matunty Date" shall be deleted and the following will be inserted: 'on in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Principal Interest Years Installments Rates (Information to be inserted in accordance wrath Section 3.2(b) hereof)" and (C) the Initial Bond shall be numbered T 1 (ii) The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond in lieu of the Certificate of the Paying Agent/Registrar• REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO THE STATE OF TEXAS I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. • 24- • WITNESS MY SIGNATURE AND SEAL OF OFFICE this /S/ [SEAL] Comptroller of Public Accounts of the State of Texas Section 6.3. CUSIP Registration. The Cities may secure identification numbers through the CUSIP Seivice Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and neither the Cities, the Boazd, nor the attorneys approving said Bonds as to legality aze to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 6.4 Legal inion. The approving legal opinions of McCall, Parkhurst & Horton L.L.P Vinson & Elkins L.L.P and Renee Higginbotham-Brooks, Esq., Co-Bond Counsel shall be delivered to-the Paying Agent/Registraz and the delivery thereof shall be acknowledged by the Paying Agent/Registraz on behalf of the Holders of the Bonds. ARTICLE VII EXECUTION, APPROVAL, REGISTRATION SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS AND • REDEMPTION OF REFUNDED BONDS Section 7 1 Method of Execution. Delivery of Lnstial Bond. (a) Each of the Bonds shall be signed and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signatures of its City Manager and City Secretary and the corporate seal of that City shall be impressed, printed, lithographed or otherwise reproduced or placed on each bond. Each of the Bonds shall be signed and executed on behalf of the City of Fort Worth by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary• the same shall be approved as to form and legality by the manual or facsimile signature of the City Attorney of the City and its corporate seal shall be impressed, printed, lithographed or otherwise reproduced or placed upon each bond. All manual or facsimile signatures placed upon the Bonds shall have the same effect as if manually placed thereon, all to be done in accordance with Applicable Law (b) In the event the Mayor, City Secretary City Manager or City Attorney of either of the Cities is absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Tem, the Assistant City Secretary an Assistant City Manager or an Assistant City Attorney respectively shall be authorized to execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary and an Assistant City Manager and an Assistant City Attorney shall, for the purposes of this ordinance, have the same force and effect as if such duties were performed by the Mayor, City Secretary City Manager and City Attomey respectively (c) On the Closing Date, one 'Initial Bond, representing the entire principal amount of the Bonds, payable in stated installments to the Purchaser or its designee, executed by manual or facsimile signatures of the Mayors and the City Manager of the City of Dallas and countersigned by the City Secretaries of the • Cities and approved as to form and legality by the City Attorney of the City of Fort Worth, approved by the 25- • Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registraz shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser registered definitive Bonds as described in Section 3 7 (d) Except as provided below no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registraz substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registraz. It shall not be required that the same authorized representative of the Paying Agent/Registraz sign the Certificate of Paying Agent/ Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registraz described above, the Initial Bond shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State and that it is a valid and binding obligation of the Cities, and has been registered by the Comptroller. Section '7.2. Approval and Re 's~ tration. The Board is hereby authorized to have control and custody of the Bonds and all necessary records and proceedings pertaining thereto pending their delivery and the Chairman, and the officers and employees of the Boazd 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 the Bonds or the Initial Bond to the Attorney General of the State of Texas and to assure the investigation, examination and approval thereof by the Attorney General and their registration by the Comptroller of Public Accounts. Upon registration of the Bonds, the Comptroller of Public Accounts (or a • deputy designated in writing to act for lion) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds and the seal of the Comptroller shall be impressed, or placed in facsimile, on such certificate. The Chairman of the Board and the Chief Executive Officer of the Airport shall be fiuther authorized to make such agreements and arrangements with the purchasers of the Bonds and with the Paying Agent/Registraz as may be necessary to assure that the Bond will be delivered to such purchasers in accordance with the terms of sale. Section 7.3 TEFRA Approval Vernon Evans is hereby appointed to be the designated Hearing Officer for a public hearing relating to the Bonds to be held for purposes of satisfying Section 147 of the Code and the Mayors aze hereby authorized to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code. Section 7 4 Approval of Credit Agreements. The Board is authorized to enter into Credit Agreements relating to the Bonds from time to time while the Bonds are Outstanding in accordance with Applicable Law Section 7.5 Refiitidine of Refunded Obli ag tions. (a) Refunding of Refunded Notes. Concurrently with the delivery of the Bonds, Bank One, National Association shall cause to be deposited into the Debt Service Fund established pursuant to the Controlling Ordinances an amount from the proceeds from the sale of the Bonds, sufficient, together with other legally available funds of the Boazd, to provide for the payment and retirement of the Refunded Notes to be refunded by the Bonds. Bank One, National Association is further authorized and directed to apply and there is hereby appropriated such moneys of the Board as are necessary to fund the Debt Service Fund described above with amounts sufficient to provide for the payment of the Refunded Notes on the date of delivery of the Bonds. In the event that it is deemed necessary Bank • One, National Associarion is authorized to enter into an escrow agreement with the Issuing and Paying Agent Ztr • for the Refunded Notes in the standard form previously approved by the Board. In such event, Bank One, National Association is authorized hereby to take such steps as may be necessary to purchase the Federal Securities, as defined in the Escrow Agreement, on behalf of the Board and is authorized to create and fund the Escrow Fund contemplated by the Escrow Agreement through the use of the proceeds of the Bonds, the monies and investments held in the fund securing the Refunded Notes, and other lawfully available monies of the Board. (b) Refunding and Redemption of the Refunded Bonds The Cities hereby direct that the Refunded Bonds be called for redemption on February 1 2002 (the 'Redemption Date") and that Bank One, National Association, as successor paying agent to NationsBank of Texas, N.A., Dallas, Texas, formerly known as NCNB Texas NationalBank, Fort Worth, Texas, as paying agent for the Refunded Bonds, deposit an amount sufficient, with. investment earnings thereon, to pay the amount due on the Refunded Bonds on the Redemption Date and which amount represents 101 % of the outstanding principal amount of, plus accrued interest on, the Refunded Bonds to the Redemption Date (the 'Redemption Price"), all in accordance with the form of Notice of Redemption attached hereto as Exhibit B (the 'Notice of Redemption") The Refunded Bonds described in the Notice of Redemption shall be presented for redemption in accordance with the Notice of Redemption at Bank One, National Association as shown ui the Notice of Redemption and shall not bear interest after the Redemption Date. ARTICLE VIII GENERAL PROVISIONS • Section 8.1 Deposit and Uses of Bond Proceeds (a) The proceeds received from the sale of the Bonds shall be as applied as follows: (i) an amount, together with interest earnings thereon, equal to the Redemption Price of the Refunded Bonds shall be deposited into the Debt Service Fund for the Refunded Bonds; (ii) an amount equal to the maturity value of the Refunded Notes shall be deposited into the Issuing and Paying Agent Fund, as defined in the Thirty-Second Ordinance; (iii} an amount shall be deposited to the Debt Service Reserve Fund, which together with the amount on deposit therein, is equal to the Debt Service Reserve Requirement, (iv) an amount shall be deposited to the Capitalized Interest Account of the Construction Fund to pay capitalized interest on the Bonds; (v) an amount shall be deposited to the Construction Fund for payment of Costs of the Airport, and (vi) an amount equal to the Cities and the Board s costs of issuance of the Bonds will be deposited into the Construction Fund. Section 8.2. Payment of the Bonds. While any of the Bonds are outstanding and unpaid, the Board shall make available to the Paying Agent/Registrar, out of the Debt Service Fund or the Debt Service Reserve Fund, the amounts and at the times required by this Ordinance and the Controlling Ordinances, money sufficient to pay when due all amounts required to be paid by this Ordinance, the Controlling Ordinances, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if any that authorize the issuance of Initial Obligations or Additional Obligations. Section 8.3 Representations and Covenants. (a) The Cities and the Board will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the Controlling Ordinances and this Ordinance; the Cities will promptly pay or cause to be paid from Pledged Revenues the principal of, interest on, and premium, if any with respect to, each Bond on the dates and at the places and manner prescribed in each Bond; and the Cities will, at the times and in the manner prescribed by this • 27 Ordinance, deposit or cause to be deposited the amounts of money specified by the Controlling Ordinances and this Ordinance. (b) The Cities are duly authorized by Applicable Law to issue the Bonds; all action on their part for the issuance of the Bonds has been duly and effectively taken; and the Bonds in the hands of the Holders are and will be valid and enforceable special obligations of the Cities and the Board in accordance with their terms. (c) 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 8.4 Covenants Re arding Tax-Exemption. (a) Covenants. The Cities covenant to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the 'Code"), the interest on which is not includable in the 'gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Cities covenant as follows: (a} to take such action or refrain from such action which would result in the Bonds not being 'exempt facility bonds" as the term is defined in section 142 of the Code; in particular, which would result in less than 95 percent of the net proceeds being used to provide an 'airport" within the meaning of section 142(a)(1) of the Code; (b) to take such action to assure at all times while the Bonds remain outstanding, the facilities, directly or indirectly financed with the proceeds thereof will be owned by a governmental unit; ~° (c) that no part of the facilities, directly or indirectly financed with the proceeds of the Bonds will constitute (i) any lodging facility (ii) any retail facility (including food or beverage facilities) in excess of a size necessary to serve passengers and employees at the exempt facility (iii) any retail facility (other than parking) for passengers or the general public located outside the exempt facility ternunal, (iv) any office building for individuals who are not employees of a governmental unit or of the operating authority for the exempt facility or (v) any industrial park or manufacturing facility• (d) that the maturity of the Bonds does not exceed 120 percent of the economic life of the facilities, duectly or indirectly financed with the proceeds of the Bonds, as more specifically set forth in section 147(b) of the Code; (e) that fewer than 25 percent of the proceeds of the Bonds will be used for the acquisition of land or an interest therein, unless such land is acquired for noise abatement or wetland preservation or the future use of the Airport, and there is no other significant use of such land; (f) that any property acquired, directly or indirectly with the proceeds of the Bonds was not placed-in-service prior to such acquisition unless the provisions of section 147(d) of the Code, relating to rehabilitation, are satisfied, (g) that the costs of issuance to be financed with the proceeds of the Bonds do not exceed two (2) percent of the proceeds of the Bonds, (h) to refrain from taking any action that would result in the Bonds being 'federally guaranteed" 28- • within the meaning of section 149(b) of the Code; (i) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly to acquire or to replace funds which were used, directly or indirectly to acquire investment property (as defined in section 148(b)(2) of the Code} which produces a materially higher yield over the term of the Bonds, other than investment property acquired with (i) proceeds of the Bonds invested for a reasonable temporary period, within the meaning of Section 148 of the Code, of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, (ii) proceeds or amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1(b) of the Treasury Regulations, and (iii) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the stated principal amount (or, in the case of a discount, the issue puce) of the Bonds; (}) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary to satisfy the requirements of section 148 of the Code (relating to arbitrage); and (lc) to create and maintain a Rebate Fund, as required below to pay to the United States of • America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the 'Excess Earnings, within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then regmred to be paid as a result of Excess Earnings under section 148(f) of the Code; and (1) to maintain such records as will enable the Cities to fulfill their responsibilities under this section and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Bonds. In order to facilitate the requirements of subsection (lc) of this Section, the Rebate Fund shall be established and maintained by the Board, on behalf of itself and the Cities, for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other Person, including Holders and Credit Providers. Amounts on deposit in the Rebate Fund in accordance with section 148 of the Code shall be paid periodically to the United States of America in such amounts and at such times as are required by said section. The Cities understand that the term 'proceeds" includes disposition proceeds, as defined in the Treasury Regulations, and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended pnor to the date of issuance of the Bonds. It is the understanding of the Cities that the covenants contained in this Ordinance are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Cities will not be required to comply with any covenant contained herein to the extent that such failure to comply in the opinion of nationally-recognized bond counsel, will not adversely 29- • affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Cities agree to comply with the additional requirements to the extent necessary in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. Section 8.5 Disposition of Project The Cities covenant that the property constituting the projects financed or refinanced with the proceeds of the Refunded Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Cities of cash or other compensation, unless the Cities obtain an opinion ofnationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt .status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Cities shall not be obligated to comply with this covenant if they obtain an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bonds. Section 8.6. Allocation of and Lirrutation on Expenditures for the Proiect The Cities covenant to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 3 1 of this Ordinance (the 'Project") on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend sale proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Cities obtain an opinion ofnationally-recognized bond counsel that such expenditure • will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the Cities shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bonds. Section 8.7 Bond Insurance. The Bonds have been offered with one or more commitments for bond insurance provided by the Insurer or Insurers, with the bond insurance to be evidenced by one or more of the then current legal forms of the Policy or Policies. The Cities have sold one or more maturities of the Bonds based on such insurance but are not required to obtain bond insurance from another source if the Insurer does not honor or is unable to honor its obligations to deliver the Policy or Policies on the Closing Date. In the event such insurance is not issued as to one or more matunties on the Closing Date, this Section shall be of no force and effect. In accordance with the terms and conditions imposed by the Insurer or Insurers, and subject to the preceding sentence, the Cities covenant and agree that: (a) Upon the occurrence of an Event of Default which would require any Insurer to make payments under a Policy each obligated Insurer and its designated agent shall be provided with access to the registration books relating to the Bonds. In addition, each obligated Insurer shall be deemed the sole Holder of the Bonds that it has insured with respect to any action taken pursuant to Article VII of the Thirtieth Ordinance. In determining whether a payment default relating to the Bonds has occurred pursuant to Section 7 1(i) and (ii) of the Thirtieth Ordinance, no effect shall be given to payments made under any Policy Furthermore, notice of any payment default with respect to the Bonds shall be given immediately by the Board to each Insurer 30- • (b) Notwithstanding any other provision of this Ordinance, no resignation or removal of the Paying Agent/Registrar shall become effective until a successor has been appointed and has accepted the duties of the Paying Agent/Registrar Each Insurer shall be furnished with written notice of the resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto. (c) The following information and data shall be provided to each Insurer by the Board penodically as follows: (i) Annually when available, the Airport budget as approved by the Cities and the annual audited financial statements. (ii) An official statement or offering document, if any prepared in connection with the issuance of any Obligations. (iii) Notice of any draw upon the Debt Service Reserve Fund. (iv) Simultaneously with the delivery of the annual audited financial statements such other statistical data concerning passenger statistics, landing weights and aircraft operations as are compiled and made generally available by the Airport. ARTICLE IX • REPEAL, SEVERABILITY AND EFFECTIVE DATE Section 91 Ordinance Irrepealable After any of the Bonds shall be issued, this Ordinance shall constitute a contract between the Cities, the Holders, and each Insurer and this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid, canceled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2. Severabihty If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability 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 lack of enforceability 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 Effective Date This Ordinance, when duly passed by both Cities, shall be in full force and effect. (Verification Pages Follow) • 31 • APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS NOVEMBER 14, 2001 APPROVED A5 TO FORM. City Attorney City of Dallas, Texas .7 • 32 • PASSED BY THE FORT WORTH CITY COUNCIL THIS NOVEMBER 13, 2001 c~ Mayor, City of Fort Worth, Texas (SEAL) ATTEST• ~ ~~ City Se retary City of Fort Worth, Texas AS TO FORM AND LEGALITY e- City Attorney City of Fort • 33- • THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Glona Pearson, 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 November 13 2001 as same appears of record m 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 Chapter 551 Texas Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this day of 2001 ~. ~~ ~~ ~ ~ ~,~. w>.:, ~~.:at ~,~°" ti ~~ ,~ . -n`~ , '-' ~ ~ ' ~. 1~AL~;)~ I"l i~r ~' q 4' ity Secretary City of Fort Worth, Texas ~J ;• THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Shirley Acy 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, November 14 2001 confirming the passage of Dallas/Fort Worth International AirportThirty-Third Supplemental Concurrent Bond Ordinance authorizing the issuance of Dallas-Fort Worth International Airport Joint Revenue Improvement and Refunding Bonds, Series 2001A 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 Chapter 551 Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this day of , 2001 City Secretary City of Dallas, Texas • (SEAL) •