HomeMy WebLinkAboutOrdinance 23809-09-2019 MINUTES AND CERTIFICATION FOR
DALLAS FORT WORTH INTERNATIONAL AIRPORT
FIFTY-SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
THE STATE OF TEXAS §
COUNTIES OF DALLAS §
CITY OF DALLAS §
I, the undersigned officer of the City of Dallas,hereby certify as follows:
1. That said City Council convened in REGULAR MEETING ON THE 28TU DAY
OF AUGUST, 2019, at the City Hall, and the roll was called of the duly constituted officers and
members of said City Council, to-wit:
Eric Johnson Mayor
Adam Medrano Mayor Pro Tem
Adam McGough Deputy Mayor Pro Tem
Chad West Councilmember
Casey Thomas, II Councilmember
Carolyn King Arnold Councilmember
Jaime Resendez Councilmember
Omar Navarez Councilmember
Adam Bazaldua Councilmember
Tennell Atkins Councilmember
Paula Blackmon Councilmember
Lee Kleinman Councilmember
Cara Mendelsohn Councilmember
Jennifer Staubach Gates Councilmember
David Blewett Councilmember
T.C. Broadnax City Manager
Christopher J. Caso Interim City Attorney
Mark Swann City Auditor
Bilierae Johnson City Secretary
Mary Elizabeth Reich Chief Financial Officer
and all of said persons were present, thus constituting a quorum. Whereupon, among other
business, the following was transacted at said Meeting: a written
FIFTY-SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE AND ESTABLISHING
A COMMERCIAL PAPER PROGRAM UNDER WHICH WILL BE ISSUED FROM TIME
TO TIME SUBORDINATE LIEN OBLIGATIONS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $750,000,000 AT ANY ONE TIME OUTSTANDING;
AUTHORIZING SUCH SUBORDINATE LIEN OBLIGATIONS TO BE ISSUED, SOLD,AND
DELIVERED AS NOTES IN ONE OR MORE SERIES, AND PRESCRIBING THE TERMS,
FEATURES, AND CHARACTERISTICS OF SUCH INSTRUMENTS; APPROVING AND
AUTHORIZING AUTHORIZED OFFICERS TO ACT ON BEHALF OF THE CITIES IN THE
SALE AND DELIVERY OF SUCH SUBORDINATE LIEN OBLIGATIONS, WITHIN THE
LIMITATIONS AND PROCEDURES SPECIFIED HEREIN AND IN ACCORDANCE WITH
APPLICABLE LAW; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, SECURITY, AND DELIVERY OF SUCH
COMMERCIAL PAPER;ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO
THE SUBJECT AND PURPOSE OF THIS FIFTY-SIXTH SUPPLEMENT; AND PROVIDING
FOR AN EFFECTIVE DATE
was duly introduced for the consideration of said City Council and read in full. It was then duly
moved and seconded that said Ordinance be adopted; and, after due discussion, said motion,
carrying with it the adoption of said Ordinance, prevailed and carried by the following vote:
AYES: 15- NOES: 0 ABSTENTIONS: 0
2. That a true, full, and correct copy of the aforesaid Ordinance adopted at
the Meeting described in the above and foregoing paragraph is attached to and follows
this Certificate; that said Ordinance has been duly recorded in said City Council's
minutes of said Meeting; that the above and foregoing paragraph is a true, full, and
correct excerpt from said City Council's minutes of said Meeting pertaining to the
adoption of said Ordinance; that the persons named in the above and foregoing
paragraph are the duly chosen, qualified, and acting officers and members of said City
Council as indicated therein; and that each of the officers and members of said City
Council was duly and sufficiently notified officially and personally, in advance, of the
time, place, and purpose of the aforesaid Meeting, and that said Ordinance would be
introduced and considered for adoption at said Meeting, and each of said officers and
members consented, in advance, to the holding of said Meeting for such purpose; and
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.
SIGNED AUGUST 28 2019,
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MINUTES AND CERTIFICATION FOR
DALLAS FORT WORTH INTERNATIONAL AIRPORT
FIFTY-SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
THE STATE OF TEXAS §
COUNTIES OF TARRANT AND DENTON §
CITY OF FORT WORTH §
I, the undersigned officer of the City of Fort Worth,hereby certify as follows:
1. That said City Council convened in REGULAR MEETING ON THE I01h DAY
OF SEPTEMBER, 2019, at the City Hall, and the roll was called of the duly constituted officers
and members of said City Council, to-wit:
Betsy Price Mayor
Carlos E. Flores Councilmember
Brian Byrd Councilmember
Cary Moon Councilmember
Gyna M. Bivens Councilmember
Jungus Jordan Councilmember
Dennis Shingleton Councilmember
Kelly Allen Gray Councilmember
Ann Zadeh Councilmember
David Cooke City Manager
Sarah Fullenwider City Attorney
Reginald Zeno Chief Financial Officer
Ronald Gonzales Assistant City Secretary
John Samford City Treasurer
and all of said persons were present, thus constituting a quorum. Whereupon, among other
business, the following was transacted at said Meeting: a written
FIFTY-SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE AND ESTABLISHING
A COMMERCIAL PAPER PROGRAM UNDER WHICH WILL BE ISSUED FROM TIME
TO TIME SUBORDINATE LIEN OBLIGATIONS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $750,000,000 AT ANY ONE TIME OUTSTANDING;
AUTHORIZING SUCH SUBORDINATE LIEN OBLIGATIONS TO BE ISSUED, SOLD,AND
DELIVERED AS NOTES IN ONE OR MORE SERIES, AND PRESCRIBING THE TERMS,
FEATURES, AND CHARACTERISTICS OF SUCH INSTRUMENTS; APPROVING AND
AUTHORIZING AUTHORIZED OFFICERS TO ACT ON BEHALF OF THE CITIES IN THE
SALE AND DELIVERY OF SUCH SUBORDINATE LIEN OBLIGATIONS, WITHIN THE
LIMITATIONS AND PROCEDURES SPECIFIED HEREIN AND IN ACCORDANCE WITH
APPLICABLE LAW; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; RESOLVING OTHER MATTERS INCIDENT AND
RELATED TO THE ISSUANCE, SALE, SECURITY, AND DELIVERY OF SUCH
COMMERCIAL PAPER;ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO
THE SUBJECT AND PURPOSE OF THIS FIFTY-SIXTH SUPPLEMENT; AND PROVIDING
FOR AN EFFECTIVE DATE
was duly introduced for the consideration of said City Council and read in full. It was then duly
moved and seconded that said Ordinance be adopted; and, after due discussion, said motion,
carrying with it the adoption of said Ordinance,prevailed and carried by the following vote:
AYES: 9 NOES: 0 ABSTENTIONS: 0
2. That a true, full, and correct copy of the aforesaid Ordinance adopted at the
Meeting described in the above and foregoing paragraph is attached to and follows this
Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said
Meeting; that the above and foregoing paragraph is a true, full, and correct excerpt from said
City Council's minutes of said Meeting pertaining to the adoption of said Ordinance; that the
persons named in the above and foregoing paragraph are the duly chosen, qualified, and acting
officers and members of said City Council as indicated therein; and that each of the officers and
members of said City Council was duly and sufficiently notified officially and personally, in
advance, of the time, place, and purpose of the aforesaid Meeting, and that said Ordinance would
be introduced and considered for adoption at said Meeting, and each of said officers and
members consented, in advance, to the holding of said Meeting for such purpose; and 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.
SIGNED PTE ER 10, 2019.
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City Secretar� , it of rt Worth
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Signature Page to Minutes and Certification
DALLAS FORT WORTH INTERNATIONAL AIRPORT
FIFTY-SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth
DALLAS FORT WORTH INTERNATIONAL AIRPORT
SUBORDINATE LIEN JOINT REVENUE
COMMERCIAL PAPER NOTES,SERIES I
Passed by the City Council of the City of Dallas August 28,2019
Passed by the City Council of the City of Fort Worth September 10,2019
Effective September 10,2019
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS,FINDINGS AND INTERPRETATIONS
Section1.01 Definitions..............................................................................................................................2
Section 1.02 Declarations and Additional Rights and Limitations Under Master Bond Ordinance and
Fifty-Fifth Supplement.............................................................................................................2
ARTICLE II AUTHORIZATION
OFNOTES
Section 2.01 General Authorization.............................................................................................................3
Section2.02 Notes.......................................................................................................................................3
Section 2.03 Form of Commercial Paper Notes...........................................................................................4
Section2.04 Form of Notes.........................................................................................................................5
Section 2.05 Issuing and Paying Agent and Book-Entry Only System........................................................5
Section 2.06 Negotiability,Registration,and Exchangeability....................................................................7
Section 2.07 Commercial Paper Notes Mutilated,Lost,Destroyed,or Stolen............................................8
Section2.08 CP Credit Agreement..............................................................................................................9
Section2.09 Promissory Notes....................................................................................................................9
Section2.10 Note Payment Fund...................................................................................................................9
Section 2.11 Issuance of Subordinate Lien Parity Debt; Securityand Pledge................................................9
ARTICLE III ISSUANCE
AND SALE OF NOTES
Section 3.01 Issuance and Sale of Notes................................................................................................... 10
Section 3.02 Proceeds of Sale of Commercial Paper Notes...................................................................... 12
Section 3.03 Issuing and Paying Agent Agreement.................................................................................. 12
Section 3.04 Dealer Agreement................................................................................................................ 12
ARTICLE IV GENERAL
COVENANTS
Section 4.01 Limitation on Issuance......................................................................................................... 13
Section4.02 Available Funds................................................................................................................... 13
ARTICLE V
FEDERAL INCOME TAXATION COVENANTS
Section5.01 Taxable Notes...................................................................................................................... 14
Section 5.02 Opinion of Bond Counsel.................................................................................................... 14
ARTICLE VI
MISCELLANEOUS
Section 6.01 Fifty-Sixth Supplement to Constitute a Contract;Equal Security....................................... 14
Section 6.02 Individuals Not Liable ......................................................................................................... 14
Section 6.03 Additional Actions............................................................................................................... 15
Section 6.04 Severability of Invalid Provisions........................................................................................ 15
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Section 6.05 Payment and Performance on Business Days.......................................................................... 15
Section 6.06 Limitation of Benefits With Respect to the Fifty-Sixth Supplement.....................................16
Section 6.07 Approval of Attorney General..............................................................................................16
Section 6.08 Approval of Offering Memorandum....................................................................................16
Section 6.09 Ongoing Continuing Disclosure Covenant...........................................................................16
Section 6.10 Consent to Provide Information and Documentation to the Texas MAC.............................16
Section 6.11 Attorney General Modification.............................................................................................17
Section6.12 Public Meeting......................................................................................................................17
Section6.13 Effective Date ...................................................................................................................... 17
Signatures.....................................................................................................................................................5-1
EXHIBIT A Definitions
EXHIBIT B Form of Note
EXHIBIT C Form of Master Note
EXHIBIT D Issuing and Paying AgentAgreement
EXHIBIT E Dealer Agreement
ii
CITY OF DALLAS ORDINANCE
CITY OF FORT WORTH ORDINANCE
FIFTY-SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE AND ESTABLISHING A
COMMERCIAL PAPER PROGRAM UNDER WHICH WILL BE ISSUED FROM TIME TO
TIME SUBORDINATE LIEN OBLIGATIONS IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $750,000,000 AT ANY ONE TIME OUTSTANDING; AUTHORIZING SUCH
SUBORDINATE LIEN OBLIGATIONS TO BE ISSUED,SOLD,AND DELIVERED AS NOTES IN
ONE OR MORE SERIES, AND PRESCRIBING THE TERMS, FEATURES, AND
CHARACTERISTICS OF SUCH INSTRUMENTS; APPROVING AND AUTHORIZING
AUTHORIZED OFFICERS TO ACT ON BEHALF OF THE CITIES IN THE SALE AND DELIVERY
OF SUCH SUBORDINATE LIEN OBLIGATIONS, WITHIN THE LIMITATIONS AND
PROCEDURES SPECIFIED HEREIN AND IN ACCORDANCE WITH APPLICABLE LAW;
MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;
RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE,
SECURITY, AND DELIVERY OF SUCH COMMERCIAL PAPER; ENACTING OTHER
PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS FIFTY-
SIXTH SUPPLEMENT; AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS,terms set forth in these recitals shall have the meanings set forth in Section 1.01
herein;
and
WHEREAS,the Cities j ointly own the Dallas Fort Worth International Airport(the"Airport"),which
is operated for and on behalf of the Cities by a Joint Airport Board (the 'Board") pursuant to the terms,
provisions,and requirements of a certain "Contract and Agreement"between the Cities and pursuant to the
terms herein;and
WHEREAS, in order to finance the future improvements from time to time in the manner that
provides capital funds at the lowest possible cost to the users of the Airport and to the traveling public,the
Cities adopted the Master Bond Ordinance,effective September 22,2010(the"MasterBond Ordinance");and
WHEREAS, the Master Bond Ordinance authorizes the issuance of, among other forms of debt,
Obligations,Parity Credit Agreement Obligations and Subordinate Lien Obligations;and
WHEREAS, in order to finance the future improvements from time to time in the manner that
provides capital funds at the lowest possible cost to the users of the Airport and to the traveling public,the
Cities and the Board set forth the terms for issuing Subordinate Lien Obligations in the Fifty-Fifth
Supplemental Concurrent Bond Ordinance, effective September 10, 2019 (the 'Fifty-Fifth Supplement");
and
WHEREAS, pursuant to the authority granted by the Master Bond Ordinance and the Fifty-Fifth
Supplement,the Cities desire to establish a commercial paper program that will constitute Subordinate Lien
Obligations; and
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WHEREAS,the respective City Councils for the Cities have determined and found that there is a
public need and necessity that this Fifty-Sixth Supplemental Concurrent Bond Ordinance(the "Fifty-Sixth
Supplement")be passed concurrently,and that this Fifty-Sixth Supplement shall be effective immediately upon
its passage by each of the Cities and receipt of the requisite consents;
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
THE FIFTY-SIXTH SUPPLEMENT,THE NOTES AND
DEFINITIONS
Section 1.01.Definitions.In addition to the definitions set forth in the preamble of this Fifty-Sixth
Supplement, the terms used in this Fifty-Sixth Supplement and not otherwise defined shall have the
meanings given in the Master Bond Ordinance, the Fifty-Fifth Supplement or in Exhibit A to this Fifty-
Sixth Supplement attached hereto and made a part hereof. This Fifty-Sixth Supplement may be hereafter
cited in other documents and without further description as the"Fifty-Sixth Supplement" or"Supplement".
Section 1.02. Declarations and Additional Rights and Limitations Under Master Bond
Ordinance and Fifty-Fifth Supplement. For all purposes of the Master Bond Ordinance andthe Fifty-
Fifth Supplement,the Cities and the Board declare and provide as follows:
(a) The Commercial Paper Notes are Subordinate Lien Obligations authorized by Section 3.5
of the Master Bond Ordinance.The Commercial Paper Notes are Interim Obligations under
the Master Bond Ordinance but not Obligations.
(b) Administrative Expenses relating to the Commercial Paper Notes shall include(1)the fees
and reasonable expenses owed to the Issuing and Paying Agent,(2)the amount payable to
the Issuing and Paying Agent as reimbursement of its reasonable expenses, if any, and (3)
the fees and reasonable expenses payable to the Dealer under the Dealer Agreement.
(c) The Issuing and Paying Agent is a Paying Agent and Registrar required by the Master Bond
Ordinance and the Fifty-Fifth Supplement with respect to the Commercial Paper Notes.
(d) Each Noteholder is a Subordinate Lien Holder under the Fifty-Fifth Supplement.
(e) This Fifty-Sixth Supplement is an Additional Supplemental Ordinance.
(fl Each of the Authorized Officers is designated and appointed as an "officer" of the Cities
for the purposes of administering this Fifty-Sixth Supplement,the Dealer Agreement,and
the Issuing and Paying Agent Agreement in accordance with Chapter 1371, Government
Code,as amended.
(g) The Commercial Paper Notes and the Administrative Expenses are secured solely by the
subordinate lien on and pledge of Pledged Revenues and Pledged Funds as Subordinate Lien
Obligations,but,the Cities may,but are not required to,pay the same from any other legally
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available funds held by the Airport, including, without limitation, the proceeds of
Subordinate Lien Obligations.
(h) In the event of the occurrence of an Event of Default,the right of acceleration of the Stated
Maturity Dates and the Maximum Maturity Date of the Commercial Paper Notes is not
granted as a remedy,and the right of acceleration is expresslydenied.
(i) Acting under the power granted herein,the Board is covenanting as stated herein.
(j) The Commercial Paper Notes are not Additional Subordinate Lien Obligations for purposes
of the Fifty-Fifth Supplement,particularly Article III of the Fifty-Fifth Supplement.
ARTICLE II
AUTHORIZATION OF NOTES
Section 2.01. General Authorization. Pursuant to authority conferred by and in accordance with the
provisions of the Constitution and laws of the State of Texas,particularly the Acts,Commercial Paper Notes
shall be and are hereby authorized to be issued in an aggregate principal amount not to exceed Seven
Hundred Fifty Million Dollars ($750,000,000) at any one time Outstanding for the purpose of financing
Eligible Projects and to refinance,renew,or refund Notes, Subordinate Lien Obligations,and Obligations,
including interest thereon all in accordance with and subject to the terms, conditions, and limitations
contained herein;provided that the maximum aggregate principal amount of Commercial Paper Notes that
may be issued under this Fifty-Sixth Supplement shall be reduced by the aggregate principal amount of all
then Outstanding Promissory Notes. For purposes of this Section 2.01,any portion of Outstanding Notes to
be paid from money on deposit with the Issuing and Paying Agent and from the available proceeds of
Subordinate Lien Obligations or Obligations issued on the day of calculation shall not be considered
Outstanding. The authorityto issue Commercial Paper Notes from time to time under the provisions of this
Fifty-Sixth Supplement shall exist until the Maximum Maturity Date,regardless of whether at any time prior
to the Maximum Maturity Date there are any Commercial Paper Notes Outstanding.
The Notes, Subordinate Lien Obligations, and Obligations to be so refinanced orrefunded shall be
selected by an Authorized Officer. Further, any such refinancing or refunding, other than a simultaneous
refunding,ofNotes,Subordinate Lien Obligations,and Obligations,to the extent then required by applicable
law, shall be by means of a gross defeasance established at the time of the issuance of the refunding
Commercial Paper Notes.
Section 2.02. Under and pursuant to the authority granted hereby and subject to the limitations
contained herein, "Dallas Fort Worth International Airport Subordinate Lien Joint Revenue Commercial
Paper Notes, Series I(Taxable)" are hereby authorized to be issued,sold and delivered from time to time in
such principal amounts as determined by the Cities and the Board in denominations of $100,000 or in
integral multiples of$1,000 in excess thereof, numbered in ascending consecutive numerical order in the
order of their issuance, and shall mature and become due and payable on such dates as Authorized Officer
shall determine at the time of sale;provided,however,that no Commercial Paper Note shall(i)mature after
the Maximum Maturity Date or(ii)have a term in excess of 270 calendar days.
Subject to the limitations contained herein,Commercial Paper Notes herein authorized shall be dated
as of their date of issuance (the "Note Date") and shall bear no interest or bear interest at such rate or rates
per annum or computed pursuant to such formula and on such basis(but in no event to exceed the Maximum
Interest Rate in effect on the date of issuance thereof),all as may be determined by an Authorized Officer.
Interest,if any,on Commercial Paper Notes shall be payable at maturity. Commercial Paper Notes may be
3
payable to bearer,may be issued in registeredform,without coupons,or may be issued in book-entry only
form pursuant to Section 2.05(b) as determined by an Authorized Officer. Both principal of and interest on
the Commercial Paper Notes shall be payable in lawful money of the United States of America, without
exchange or collection charges to the Holder thereof in the manner provided in the applicable Form of
Commercial Paper Note set forth in Exhibit B hereto.
Commercial Paper Notes issued hereunder may contain terms and provisions for the redemption or
prepayment thereof prior to maturity, subject to any applicable limitations contained herein, as provided
herein or otherwise as shall be determined by an Authorized Officer.
Subject to applicable terms, limitations, and procedures contained herein, the Commercial Paper
Notes may be sold in such manner at public or private sale and at par or at such discount or premium(within
the interest rate and yield restrictions provided herein) as an Authorized Officer shall approve at the time
of the sale thereof.
Section 2.03. Form of Commercial Paper Notes. (a) If not issued in book-entry only form, the
Commercial Paper Notes and the Certificate of Authentication to appear on each of the Commercial Paper
Notes shall be substantially in the form set forth in Exhibit B hereto with such appropriate insertions,
omissions,substitutions,and other variations as are permitted or required by this Fifty-Sixth Supplement and
may have such letters,numbers,or other marks of identification(including identifying numbers and letters
of the Committee on Uniform Securities Identification Procedures of the American Bankers Association)
("CUSIP"numbers)and such legends and endorsements thereon as may,consistently herewith,be approved
by an Authorized Officer. Any portion of the text of any Commercial Paper Notes may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Commercial Paper Notes and the
Commercial Paper Notes shall be printed, lithographed, or engraved or produced in any other similar
manner,or typewritten,all as determined and approved by an Authorized Officer.
(b) If the Commercial Paper Notes are issued in book-entry only form pursuant to Section 2.05(b) hereof,
they shall be issued in the form of a Master Note in substantially the form attached as Exhibit C hereto,or
such other forms as are required by DTC,to which there shall be attached the respective form of Commercial
Paper Note set forth in Exhibit B hereto and it is hereby declared that the provisions of Exhibit B hereto are
incorporated into and shall be a part of the applicable Master Note.It is further provided that this Fifty-Sixth
Supplement, the Fifty-Fifth Supplement, the Master Bond Ordinance, andthe form of Commercial Paper
Note set forth in Exhibit B hereto shall constitute the "underlying records" referred to in each Master Note.
In addition, whenever the beneficial ownership of the Commercial Paper Notes is determined by a book-
entry at DTC,the Issuing and Paying Agent may, without further approval from the Board or an Authorized
Officer,place such letters,numbers,marks of identification, legends and endorsements on the Commercial
Paper Notes and Master Notes as are necessary to satisfy the requirements of DTC. Notwithstanding the
provisions of Section 2.04 hereof,each Master Note shall be executed on behalf of the Cities by the signatures
set forth in the Exhibit B.
Section 2.04. Form of Notes. Under authority granted by Section 1371.055, Texas Government
Code,as amended,the Notes shall be executed bythe manual or facsimile signatures of the Mayors of the Cities
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 ofFort Worth. The signature of said officers
on the Notes maybe manual orfacsimile.Notwithstanding the other provisions of this Section 2.05,the Master
Note shall be executed by the manual or facsimile signatures of the Mayors of the Cities 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. Notes bearing the manual or facsimile signatures of
individuals who are or were the proper officers of the Cities on the date of such execution shall be deemed to
4
be duly executed on behalf of the Cities,notwithstanding that such individuals or any of them shall cease to
hold such offices at the time of the initial sale and delivery ofNotes authorized to be issued hereunder and with
respect to Notes delivered in subsequent sales, exchanges, and transfers, all as authorized and provided in
Chapter 1201,Texas Government Code,as amended.
Other than pursuant to Section 2.03(b),no Note shall be entitled to any right or benefit under this Fifty-
Sixth Supplement,or be valid or obligatory for any purpose,unless there appears on such Note a certificate of
authentication substantially in the form provided in Exhibit B to this Fifty-Sixth Supplement,executed by the
Issuing and Paying Agent by manual signature, and such certificate upon any Note shall be conclusive
evidence,and the only evidence,that such Note has been duly certified or registered and delivered.
Section 2.05.Issuing and Paying Agent and Book-Entry Only System.
(a) Issuing and Pang Agent. The selection and appointment of The Bank of New York Mellon
Trust Company,N.A.,to serve as Issuing and Paying Agent for the Notes is hereby confirmed. The Cities
and the Board covenant and agree to keep and maintain the Registration Books at the office of the Issuing
and Paying Agent,all as provided herein and pursuant to such reasonable rules and regulations as the Issuing
and Paying Agent may prescribe. The Cities and the Board covenant to maintain and provide an Issuing and
Paying Agent at all times while the Commercial Paper Notes are Outstanding, which, if the Board is not
acting in such capacity, shall be a national or state banking association or corporation organized and doing
business under the laws of the United States of America or of any State and authorized under such laws to
exercise trust powers.Should a change in the Issuing and Paying Agent for the Commercial Paper Notes occur,
the Cities and the Board agree to promptly cause a written notice thereof to be (i) sent to each Registered
Owner,if any, of the Commercial Paper Notes then Outstanding by United States mail,first class, postage
prepaid and(ii)published in a financial newspaper or journal of general circulation in The City of New York,
New York, once during each calendar week for at least two calendar weeks; provided,however,that the
publication of such notice shall not be required ifnotice is given to each Registered Owner in accordance with
clause(i)above. Such notice shall give the address of the successor Issuing and Paying Agent.A successor
Issuing and Paying Agent may be appointed without the consent of the Holders. Should the Issuing and
Paying Agent resign or be removed,such resignation or removal shall not be effective until a successor Issuer
and Paying Agent has been appointed by the Board and such appointment has been accepted.
Subject to the provisions of subsection(b)hereof,the Cities,the Board and the Issuing and Paying
Agent may treat the bearer(in the case of Commercial Paper Notes so registered)or the Registered Owner
of any Commercial Paper Note as the absolute owner thereof for the purpose of receiving payment thereof
and for all purposes,and,to the extent permitted by law,the Board and the Issuing and Paying Agent shall not
be affected by any notice or knowledge to the contrary.
A copy of the Registration Books and any change thereto shall be provided to the Board by the
Issuing and Paying Agent, by means of telecommunications equipment or such other means as may be
mutually agreeable thereto,within two Business Days of the opening thereof or any change therein, as the
case maybe.
(b) Book-Entry OnlyS sue. If an Authorized Officer determines that it is possible and desirable
to provide for a book-entry only system of Commercial Paper Note registration with DTC, such Authorized
Officer,acting for and on behalf of the Cities and the Board,is hereby authorized to approve, execute, and
deliver a Letter of Representations to DTC and to enter into such other agreements and execute such
instruments as are necessary to implement such book-entry only system, such approval to be conclusively
evidenced by the execution thereof by said Authorized Officer. Under the initial Book Entry System with
DTC,(i)no physical Note certificates will be delivered to DTC and(ii)the Cities and the Board will execute
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and deliver to the Issuing and Paying Agent, as custodian for DTC, a master note (a "Master Note") in
substantially the form set forth in Exhibit C hereto, or such other forms as are required by DTC. Except as
provided herein, the ownership of the Notes shall be registered in the name of Cede &Co.,as nominee of
DTC,which will serve as the initial securities depository for the Notes. Ownership of beneficial interests in
the Notes shall be shown by book entry on the system maintained and operated by DTC and DTC
participants, and transfers of ownership of beneficial interests shall be made only by DTC andthe DTC
participants by book entry, and the Board and the Issuing and Paying Agent shall have no responsibility
therefor.DTC will be required to maintain records of the positions of the DTC participants in the Notes,and
the DTC participants and persons acting through the DTC participants will be required to maintain records of
the purchasers of beneficial interests in the Notes. Except as provided in this subsection(b),the Notes shall
not be transferable or exchangeable, except for transfer to another securities depository or to another
nominee of a securities depository.
With respect to Commercial Paper Notes registered in the name of DTC or its nominee,neither the
Cities,the Board nor the Issuing and Paying Agent shall have any responsibility or obligation to any DTC
Participant or to any person on whose behalf a DTC Participant holds an interest in the Commercial Paper
Notes. Without limiting the immediately preceding sentence, neither the Cities, the Board nor the Issuing
and Paying Agent shall have any responsibility or obligation with respect to(i)the accuracy of the records of
DTC or any DTC Participant with respect to any ownership interest in the Commercial Paper Notes,(ii) the
delivery to any DTC Participant or any other person,other than a registered owner of the Commercial Paper
Notes, as shown on the Registration Books, of any notice with respect to the Commercial Paper Notes,
including any notice of redemption,and(iii)the payment to any DTC Participant or any other person,other
than a registered owner of the Commercial Paper Notes,as shown in the Registration Books,of any amount
with respect to principal of and premium,if any,or interest on the Commercial Paper Notes.
Whenever, during the term of the Commercial Paper Notes, the beneficial ownership thereof is
determined by a book entry at DTC,the requirements in this Fifty-Sixth Supplement of holding,registering,
delivering, exchanging, or transferring the Commercial Paper Notes shall be deemed modified to require
the appropriate person or entity to meet the requirements of DTC as to holding, registering, delivering,
exchanging,or transferring the book entry to produce the same effect.
Either the Board or DTC may determine to discontinue the book-entry only system, and in such
case,unless a new book-entry only system is put in place,physical certificates in the form set forth in Exhibit
B hereto shall be provided at the instruction of the Board to the beneficial holders.
If at any time,DTC ceases to hold the Commercial Paper Notes,all references herein to DTC shall be
of no further force or effect.
Whenever the beneficial ownership of the Commercial Paper Notes is determined by a book entry at
DTC,delivery of Commercial Paper Notes for payment at maturity shall be made pursuant to DTC's payment
procedures as are in effect from time to time and the DTC Participants shall transmit payment to beneficial
owners whose Commercial Paper Notes have matured.The Board andeach Issuing and Paying Agent,Bank,
and Dealer are not responsible for transfer of payment to the DTC Participants or beneficial owners.
Section 2.06. Negotiability, Registration, and Exchangeability. The Commercial Paper Notes
shall be,and shall have all of the qualities and incidents of a negotiable instrument under the laws of the State
of Texas,and each successive Holder,in accepting any of the obligations,shall be conclusively deemed to
have agreed that such obligations shall be and have all of the qualities and incidents of a negotiable
instrument under the laws of the State of Texas.
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Registration Books relating to the registration, payment, and transfer or exchange of the
Commercial Paper Notes shall at all times be kept and maintained by the Board at the office of the Issuing
and Paying Agent, and the Issuing and Paying Agent shall obtain,record,and maintain in the Registration
Books the name,and to the extent provided by or on behalf of the Holder,the address of each Holder of the
Commercial Paper Notes, except for Commercial Paper Notes registered to bearer. A copy of the
Registration Books shall be provided to and held by the Board in the manner provided in Section 2.05 hereof.
Any Commercial Paper Note may, in accordance with its terms and the terms hereof, be transferred or
exchanged for Commercial Paper Notes of like tenor and character and of other authorized denominations upon
the Registration Books by the Holder in person or by his duly authorized agent, upon surrender of such
Commercial Paper Note to the Issuing and Paying Agent for cancellation, accompanied by a written
instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent,in
form satisfactory to the Issuing and Paying Agent.
Upon surrender for transfer of any Commercial Paper Note at the designated office of the Issuing
and Paying Agent, the Issuing and Paying Agent shall register and deliver, in the name of the designated
transferee or transferees,one or more new Commercial Paper Notes executed on behalf of,and furnished by,
the Cities of like tenor and character and of authorized denominations and having the same maturity,bearing
interest at the same rate and of a like aggregate principal amount as the Commercial Paper Note or
Commercial Paper Notes surrendered for transfer.
Furthermore,Commercial Paper Notes may be exchanged for other Commercial Paper Notes of like
tenor and character and of authorized denominations and having the same maturity,bearing the same rate of
interest and of like aggregate principal amount as the Commercial Paper Notes surrendered for exchange,
upon surrender of the Commercial Paper Notes to be exchanged at the designated office of the Issuing and
Paying Agent. Whenever any Commercial Paper Notes are so surrendered for exchange, the Issuing and
Paying Agent shall register and deliver new Commercial Paper Notes of like tenor and character as the
Commercial Paper Notes exchanged, executed on behalf of and furnished by, the Cities to the Holder
requesting the exchange.
The Cities,the Board and the Issuing and Paying Agent may charge the Holder a sum sufficient to
reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or
transfer.The Issuing and Paying Agent,the Cities or the Board may also require payment from the Holder
of a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation
thereto. Such charges and expenses shall be paid before any such new Commercial Paper Note shall be
delivered.
The Cities,the Board and the Issuing and Paying Agent shall not be required to transfer or exchange
any Commercial Paper Note selected,called,or being called for redemption in whole or in part.
New Commercial Paper Notes delivered upon any transfer or exchange shall be valid special
obligations of the Cities,evidencing the same debt as the Commercial PaperNotes surrendered,shall be secured
by this Fifty-Sixth Supplement, Fifty-Fifth Supplement and Master Bond Ordinance and shall be entitled to
all of the security and benefits hereof to the same extent as the Commercial Paper Notes surrendered.
The Cities and the Board reserve the right to change the above registration and transferability
provisions of the Commercial Paper Notes at any time on or prior to the delivery thereof in order to comply
with applicable laws and regulations of the United States in effect at the time of issuance thereof. In
addition,to the extent that the provisions of this Section conflict with or are inconsistent with the provisions
of the Form of Commercial Paper Note set forth in Exhibit B hereto,such other provisions shall control.
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Section 2.07. Commercial Paper Notes Mutilated, Lost, Destroyed, or Stolen. If any
Commercial Paper Note shall become mutilated,the Board,at the expense of the Holder of said Commercial
Paper Note,shall execute and the Issuing and Paying Agent shall authenticate and deliver anew Note of like
tenor and number in exchange and substitution for the Commercial Paper Note so mutilated,but only upon
surrender to the Issuing and Paying Agent of the Commercial Paper Note so mutilated. If any Commercial
Paper Note shall be lost, destroyed,or stolen,evidence of such loss,destruction,or theft may be submitted
to the Board and the Issuing and Paying Agent. If such evidence be satisfactory to the Board and the Issuing
and Paying Agent and indemnity satisfactory to them shall be given,the Board,at the expense of the Holder,
shall execute and the Issuing and Paying Agent shall authenticate and deliver a new Commercial Paper Note
of like tenor in lieu of and in substitution for the Commercial Paper Note so lost,destroyed,or stolen.In the
event any such Commercial PaperNote shall have matured,the Issuing and Paying Agent insteadof issuing a
duplicate Commercial Paper Note may pay the same without surrender thereof after making such requirement
as it deems fit for its protection, including a lost instrument bond. Neither the Board nor the Issuing and
Paying Agent shall be required to treat both the original Commercial Paper Note and any duplicate Commercial
Paper Note as being Outstanding for the purpose of determining the principal amount of Commercial Paper
Notes which may be issued hereunder,but both the original and the duplicate Commercial Paper Note shall
be treated as one and the same. The Board and the Issuing and Paying Agent may charge the Holder of such
Commercial PaperNote with their reasonable fees and expenses for such service.
Section 2.08. CP Credit Agreement. The Cities and the Board reserve the right to enter into a CP
Credit Agreement to provide liquidity for a part or all of the Commercial PaperNotes to be Outstanding under
this Fifty-Sixth Supplement. Whenever the term "CP Credit Agreement" is used in the Fifty-Sixth
Supplement, it shall refer to the agreement referred to in this Section and the term "Advances" shall mean
advances under such a CP Credit Agreement.
Section 2.09. Promissory Notes. The Cities and the Board reserve the right to authorize one or more
Promissory Notes to evidence Advances under a CP Credit Agreement and such Promissory Notes shall be on
a parity and of equal dignity with the Commercial PaperNotes.
Section 2.10. Note Payment Fund. There is hereby created a fund at the Issuing and Paying Agent
entitled the "Subordinate Lien Joint Revenue Note Payment Fund" (the "Note Payment Fund"). The
proceeds from the sale of Subordinate Lien Obligations or Obligations issued for the purpose of refunding
and retiring Notes Outstanding under this Fifty-Sixth Supplement shall be paid to the Issuing and Paying Agent
for deposit to the credit ofthe Note Payment Fund and used for such purpose. hi addition,all amounts required
to be paid to the Issuing and Paying Agent for deposit by the Cities and the Board pursuant to Section 2.11
shall be paid to the Issuing and Paying Agent for deposit to the appropriate account within the Note Payment
Fund and shall be used to pay principal of,premium,if any,and interest on Notes at the respective interest
payment,maturity or redemption of such Notes as provided herein,including the repayment of any amounts
owed with respect to the Promissory Note in evidence of Advances under a CP Credit Agreement.
Additionally, all Advances under a CP Credit Agreement shall be paid to the Issuing and Paying
Agent for the account of the Board and deposited into the appropriate account within the Note Payment
Fund and used to pay the principal of,premium,if any,and interest on the Commercial Paper Notes.
Pending the expenditure of moneys in the Note Payment Fund for authorized purposes, moneys
deposited therein may be invested at the direction of an Authorized Officer in the manner prescribed by law
and in accordance with the written policies adopted by the Board. Any income received from investments
in the Note Payment Fund shall be retained in the Note Payment Fund.
Section 2.11.Issuance of Subordinate Lien Obligations; Security and Pledge.
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(a) The Notes are special obligations of the Cities payable from and secured solely by the Pledged
Funds and Pledged Revenues deposited under Section 5.2(b)(v)of the Master Bond Ordinance. The Pledged
Funds and Pledged Revenues are hereby pledged,subject to the subordinate liens securing Subordinate Lien
Obligations,to the payment of the principal of,premium,if any,and interest on the Notes as the same shall
become due and payable. The Cities agree to pay from lawfully available Airport funds the principal of,
premium,if any,and the interest on the Notes when due,whether by reason of maturity or redemption.
(b) An Authorized Officer shall implement the procedures necessaryto make an Advance under
CP Credit Agreement,ifin effect,ifthere is not anticipated to be Pledged Funds and Pledged Revenues or other
lawfully available funds in an amount sufficient and in ample time to pay the principal of and interest and
any premium,if any,on the Commercial Paper Notes as such principal, interest and premium, respectively,
come due,whether by reason of maturity or redemption. Amounts in the Note Payment Fund attributable
to and derived either from Advances under and pursuant to a CP Credit Agreement or from amounts
provided pursuant to Section 4.02(b)shall be used only to pay the principal of,premium,if any,and interest
on the Commercial PaperNotes.
Section 2.12. Cancellation. All Commercial Paper Notes which at maturity are surrendered to the
Issuing and Paying Agent for the collection of the principal and interest thereof or are surrendered for
transfer or exchange pursuant to the provisions hereof or are refunded through an Advance shall, upon
payment or issuance of new Commercial Paper Notes, be cancelled by the Issuing and Paying Agent and
forthwith transmitted to the Board,and thereafterthe Board shall have custody of such cancelled Commercial
Paper Notes.
Section 2.13. Fiscal and Other Agents. In furtherance of the purposes of this Fifty-Sixth
Supplement, the Cities and the Board may from time to time appoint and provide for the payment of such
additional fiscal,paying,or other agents or trustees as they may deem necessary or appropriate in connection
with the Notes.
ARTICLE III
ISSUANCE AND SALE OF NOTES
Section 3.01. Issuance and Sale of Notes.
(a) All Commercial Paper Notes shall be sold in the manner determined by the Authorized Officer
to be most economically advantageous to the Cities and the Board.
(b) The terms of the Commercial Paper Notes shall be established and they shall be delivered by the
Issuing and Paying Agent in accordance with telephonic,facsimile,computer,or written instructions of any
Authorized Officer and in the manner specified below and in the Issuing and Paying Agent Agreement. To
the extent such instructions are telephonic,they shall be confirmed in writing(which shall include electronic
transmission)within 24 hours of the transmission or communication thereof. Any such instructions from an
Authorized Officer relating to the issuance of Commercial Paper Notes for the purpose of refinancing,
renewing or refunding Notes may be in the form of standing instructions to the effect that the Issuing and
Paying Agent may rely on instructions it receives from a Dealer for the issuance and sale of such Commercial
Paper Notes unless otherwise notified in writing by an Authorized Officer.Said instructions shall specify such
principal amounts, dates of issue, maturities, rates of discount or interest, or the formula or method of
calculating interest and the basis upon which it is to be computed, purchase price, and other terms and
conditions which are hereby authorized and permitted to be fixed by an Authorized Officer at the time of
sale of the Commercial Paper Notes. Such instructions shall also contain provisions representing that(i)all
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action on the part of the Cities and the Board necessary for the valid issuance of the Commercial Paper Notes
then to be issued,or the incurring ofAdvances under the Promissory Note then to be incurred,has been taken,
(ii)all provisions of Texas and federal law necessary for the valid issuance of such Commercial Paper Notes
have been complied with, and (iii) such Commercial Paper Notes will be valid and enforceable special
obligations of the Cities accordingto their terms, subject to the exercise of judicial discretion in accordance
with general principles of equity and bankruptcy,insolvency,reorganization,moratorium,and other similar
laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable or
general principles of equity which permit the exercise of judicial discretion. Such instructions shall also
certify that,as of the date of such certificate:
(i) if the Commercial Paper Notes are being issued to pay Costs of the Airport,(A)the
Cities and the Board have been advised by Bond Counsel that the Commercial Paper Notes are being
issued to pay Costs of the Airport for Eligible Projects, and (B) attached to such instructions is a
written certificate signed by an Authorized Officer listing the Eligible Projects expected to be
financed, in whole or in part, by the Commercial Paper Notes; provided,however,that at some
future date, the Board may substitute other Eligible Projects (the "Substituted Projects") to be
financed, in whole or in part, by the Commercial Paper Notes for the Eligible Projects listed on
such certificate;
(ii) the requirements of Fifty-Fifth Supplement have been complied with;
(iii) after the proposed issuance,the total principal amount of Outstanding Commercial
Paper Notes plus interest accrued or to accrue thereon for the following ninety (90) days shall not
exceed the"Available Bank Loan Commitment"under a CP Credit Agreement,if then in effect;
(iv) if a CP Credit Agreement is then in effect,no"Event of Default"thereunder has
occurred and is continuing; and
(v) that the sum of the interest payable on such Commercial Paper Notes issued and
Outstanding or in the process of issuance and any discount established for such Commercial Paper
Notes will not exceed a yield to the maturity date of such Commercial PaperNotes in excess of the
Maximum Interest Rate in effect on the date of issuance of such Commercial Paper Notes.
The representations and certifications made in such instructions shall be made for the benefit of and
may be relied upon by the Issuing and Paying Agent,the Dealers,and the Holders of the Commercial Paper
Notes.Notwithstanding any other provision of this Section 3.01(b)to the contrary,the instructions required
to be given by an Authorized Officer to the Issuing and Paying Agent in connection with the issuance of
Commercial Paper Notes for the payment of Costs of the Airport may include a provision to the effect that
each sale of Commercial Paper Notes thereafter made by the Cities for the purpose of refinancing,renewing
or refunding the Commercial Paper Notes that are the subject of such instructions shall be deemed a
representation and certification by the Cities and the Board as of the date of each such sale that any one or
more of the representations and certifications contained in such instructions are true and correct as if made
on each such date.
(c) Upon the execution and delivery of a CP Credit Agreement,Promissory Notes shall be delivered
to the Bank and thereafter Advances may be made thereunder in accordance with the terms of the CP Credit
Agreement.
Section 3.02. Proceeds of Sale of Commercial Paper Notes. The proceeds of the sale of any
Commercial Paper Notes(net of all expenses and costs of sale and issuance)shall be applied for any or all of
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the following purposes as directed by Authorized Officer:
(10 used for the payment and redemption or purchase of Outstanding Commercial Paper Notes,
Subordinate Lien Obligations or Obligations at or before maturity and the refunding of any Advances
(evidenced by the Promissory Note)under a CP Credit Agreement;or
(n) used for the purpose of financing Costs of the Airport of Eligible Projects.
Section 3.03. Issuing and Paying Agent Agreement. The Issuing and Paying Agent Agreement
with The Bank of New York Mellon Trust Company,N.A. attached as Exhibit D is hereby approved and
confirmed for the Commercial Paper Notes issued under this Fifty-Sixth Supplement. An Authorized
Officer is hereby authorized to enter into any supplemental agreements with the Issuing and Paying Agent or
any additional agreements with any successor Issuing and Paying Agent as may be necessary and proper to
carry out the purpose and intent ofthe Cities and the Board in authorizing this Fifty-Sixth Supplement.
Section 3.04. Dealer Agreement. The form Dealer Agreement attached as Exhibit E is hereby
approved and confirmed for the Commercial Paper Notes issued under this Fifty-Sixth Supplement. An
Authorized Officer is authorized and directed to select a Dealer(s). An Authorized Officer is further
authorized and directed from time to time to review the performance of each Dealer and of the Commercial
Paper Note program authorized hereby and to periodically solicit and review the qualifications of each Dealer
and of any additional investment banking firms interested in serving as Dealer. Based upon such review,the
number of Dealers selected,which Dealers are selected and the amount of Commercial Paper Notes for which
each Dealer is responsible may be changed and additional or different Dealers may be selected and new
Dealer Agreements entered into based upon a determination that such changes are expected to result in the
lowest overall cost of the Commercial Paper Note program authorized hereby after taking into account not only
the fees to be paid to the Dealers but the expectations as to the performance of each Dealer in providing broad
distribution of the Commercial Paper Notes and creating competitive pricing without adversely affecting
investor liquidity.
An Authorized Officer is hereby authorized and directed to approve, execute, and deliver to the
Dealers any instrument evidencing such changes, additions, or amendments to the Dealer Agreements as
may be necessary and proper to carry out the purpose and intent of the Cities and the Board in authorizing this
Fifty-Sixth Supplement.An Authorized Officer is hereby authorized to enter any supplemental agreements
with the Dealer or with any successor Dealer.
In connection with each issuance and sale of Commercial Paper Notes for the purpose of
refinancing,renewing or refunding Notes, an Authorized Officer is hereby authorized to provide standing
instructions to any Dealer to determine the interest rates and maturity dates for any such sale of Commercial
Paper Notes;provided that,no such Commercial Paper Note shall(i)bear interest at a rate that exceeds the
Maximum Interest Rate or (ii) mature after the Maximum Maturity Dateor have a term in excess of 270
calendar days; and provided further that,the interest rates shall be the minimum interest rates which,in the
opinion of such Dealer under then-existing market conditions, would result in the sale of such Commercial
Paper Notes at a price equal to the principal amount thereof.
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ARTICLE IV
GENERAL COVENANTS
Section 4.01. Limitation on Issuance. Unless this Fifty-Sixth Supplement is amended and modified
by the Cities in accordance with the provisions of Section 5.01, the Cities covenant that there will not be
issued and Outstanding at any time more than $750,000,000 in aggregate principal amount of Notes. The
Cities, however, do reserve the right to increase said amount by an amendment to this Fifty-Sixth
Supplement or to issue additional Subordinate Lien Obligations in excess of said amount,without limitation,
by a supplement duly adopted by the Cities. For purposes of this Section any portion of outstanding
Commercial Paper Notes to be paid on the day of calculation from moneys on deposit in the Commercial
Paper Note Payment Fund, the proceeds of Commercial Paper Notes or other Obligations or any
combination thereof shall not be considered outstanding.
Section 4.02. Available Funds.(a)To the extent Commercial Paper Notes cannot be issued to renew
or refund Outstanding Notes and Advances cannot be drawn on the Promissory Notes,if any,the Cities and
the Board shall provide lawfully available funds ofthe Aitpoitor shall in good faith endeavor to sell a sufficient
principal amount of Subordinate Lien Obligations or other Obligations in order to have funds available,
together with other moneys available therefor, to pay the Notes and the interest thereon, or any renewals
thereof,as the same shall become due,and other amounts due under a CP Credit Agreement.
(b)Notwithstanding anything to the contrary contained herein, to the extent that a Dealer cannot
sell Commercial Paper Notes to renew or refund Outstanding Commercial Paper Notes on their maturity
date,the Board covenants to make Advances under the Promissory Notes,if any,or to use lawfully available
funds to purchase Commercial Paper Notes issued in order to renew and refund such maturing Commercial
Paper Notes and such payment, issuance, and purchase are not intended to constitute an extinguishment of
the obligation represented by such maturing Commercial Paper Notes and the Cities may issue Commercial
Paper Notes to renew and refund the Commercial Paper Notes held by it when a Dealer is again able to sell
Commercial Paper Notes.While such Commercial Paper Notes are held by the Board they shall bear interest
at the prevailing market rate for alternative taxable investments of similar maturity and credit rating.
ARTICLE V
FEDERAL INCOME TAXATION COVENANTS
Section 5.01 Taxable Notes.(a)The Cities reserve the ability to issue Notes in a manner such that
such obligations are not obligations described in section 103(a)of the Code.
(b) It is the intention of the Cities and the Board that the interest on the Notes not be excludable
from gross income for federal income tax purposes under section 103 of the Code.Accordingly,the Cities
and the Board covenant not to file any information return that would result in the interest being excludable from
gross income under such section of the Code.
(c) The Cities,the Board and the Paying Agent covenant and agree that the Paying Agent will
undertake to report, to the extent required by the Code, interest payments on the Notes to the Internal
Revenue Service. Such information will be filed by the Paying Agent on the form published by the Internal
Revenue Service for this purpose and contain the information required by the Code.
(d) The Cities, the Board and the Paying Agent covenant and agree that the Paying Agent will
obtain or cause to be obtained from the Holder of each of the Notes the information required by Code relating
to the correct social security number or other taxpayer identification number forthe Holder of each of the
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Notes or to withhold the portion of the payment required to be withheld under the Code.
Section 5.02. Opinion of Bond Counsel.The Cities and the Board shall cause the legal opinion of
Bond Counsel as to the validity of the Notes to be furnished to any Holder without cost to the Holder. In
addition,a copy of said opinion may be printed on each of the Notes.
ARTICLE VI
MISCELLANEOUS
Section 6.01.Fifty-Sixth Supplement to Constitute a Contract;Equal Security.In consideration
of the acceptance ofthe Notes by those who shall hold the same from time to time,this Fifty-Sixth Supplement
shall be deemed to be and shall constitute a contract between the Cities,Board and Noteholders from time
to time and the pledge made in this Fifty-Sixth Supplement by the Cities and the Board and the covenants and
agreements set forth in this Fifty-Sixth Supplement to be performed by the Cities and the Board shall be for the
equal and proportionate benefit,security,and protection of all Noteholders,without preference,priority,or
distinction as to security or otherwise of any of the Notes over any of the others by reason of time of issuance,
sale,or maturity thereof or otherwise for any cause whatsoever,except as expressly provided in or permitted
by this Fifty-Sixth Supplement.
Section 6.02. Individuals Not Liable. All covenants, stipulations, obligations, and agreements of
Cities and the Board contained in this Fifty-Sixth Supplement shall be deemed to be covenants, stipulations,
obligations, and agreements of the Cities and the Board to the full extent authorized or permitted by the
Constitution and laws of the State of Texas. No covenant, stipulation, obligation, or agreement herein
contained shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the
Board,any elected officials of the Cities or any agent or employee of the Cities or the Board in his individual
capacity and neither the members of the Board,elected officials of the Cities,nor any officer or employee
of any of them shall be liable personally on the Notes or be subject to any personal liability or accountability
by reason of the issuance thereof.
Section 6.03. Additional Actions. (a) Execution and Delivery of Documents. Each Authorized
Officer,and all other officers,employees,and agents of the Cities and the Board,and each of them,jointly
and severally,shall be and they are hereby expressly authorized,empowered,and directed from time to time
and at any time to do and perform all such acts and things and to execute,acknowledge,and deliver in the
name and under the corporate seal and on behalf of the Cities and the Board all such instruments,whether
or not herein mentioned,as may be necessary or desirable in order to carry out the terms and provisions of
this Fifty-Sixth Supplement, the Dealer Agreement, the Issuing and Paying Agent Agreement, and the
Depository Trust Company Letter of Representation. In addition, an Authorized Officer and Bond Counsel
are hereby authorized to approve,subsequent to the date of adoption of this Fifty-Sixth Supplement but before
any Notes are Outstanding,any amendments to the above named documents,and any technical amendments to
this Fifty-Sixth Supplement as may be required by a Rating Agency,or as a condition to the granting of a rating
on the Notes.
(b) Notice to Rating Agencies and Bondholders. An Authorized Officer shall promptly give written
notice to each Rating Agency then providing a rating on the Notes at the request of the Cities or the Board of
any changes or amendments to this Fifty-Sixth Supplement,any execution and delivery of an agreement to
provide liquidity or credit support for Notes, any amendment, substitution or termination of any such
liquidity or credit agreement then in effect (including the expiration thereof), of any amendment or
substitution of the Dealer Agreement or the Issuing and Paying Agent Agreement, or any change or
amendment to any other operative document used in connection with the issuance from time to time of the
Notes.Notice of any of the aforementioned events also shall be given to Noteholders in accordance with and
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in the manner described by the Fifty-Fifth Supplement.
Section 6.04. Severability of Invalid Provisions.If any one or more of the covenants,agreements,
or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy
of express law,though not expressly prohibited,or against public policy,or shall for any reason whatsoever
be held invalid,then such covenants,agreements,or provisions shall be null and void and shall be deemed
separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of
any of the other provisions hereof or ofthe Notes issued hereunder.
Section6.05. Payment and Performance on Business Days.Whenever under the terms of this Fifty-
Sixth Supplement or the Notes, the performance date of any provision hereof or thereof, including the
payment of principal of or interest on the Notes, shall occur on a day other than a Business Day,then the
performance thereof,including the payment ofprincipal of and interest on the Notes,need not be made on such
day but may be performed or paid,as the case may be,on the next succeeding Business Day with the same
force and effect as if made on the date of performance or payment is scheduled,and no interest shall accrue
between stated day and the applicable Business Day.
Section 6.06. Limitation of Benefits With Respect to the Fifty-Sixth Supplement. With the
exception of the rights or benefits herein expressly conferred, nothing expressed or contained herein or
implied from the provisions of this Fifty-Sixth Supplement or the Notes is intended or should be construed
to confer upon or give to any person other than the Cities, the Board, Bond Counsel,the Noteholders,the
Issuing and Paying Agent,and the Dealer any legal or equitable right, remedy or claim under or by reason of
or in respect to this Fifty-Sixth Supplement or any covenant, condition, stipulation,promise, agreement, or
provision herein contained. This Fifty-Sixth Supplement and all of the covenants,conditions,stipulations,
promises, agreements, and provisions hereof are intended to be and shall be for and inure to the sole and
exclusive benefit of the Cities,the Board, Bond Counsel, the Noteholders, the Issuing and Paying Agent,
and the Dealer as herein provided and as provided in the Issuing and Paying Agent Agreement and the
Dealer Agreement.
Section 6.07. Approval of Attorney General. No proceedings regarding the Notes shall be valid
until the Attorney General of the State of Texas shall have approved the proceedings in connection
therewith.
Section 6.08.Approval of Offering Memorandum.The preparation,execution and delivery of an
offering memorandum for the Notes and any supplements thereto which may be necessary to accomplish
the issuance of Notes are hereby authorized,in such form and with such changes therein as shall be approved
by an Authorized Officer or the Board, with an Authorized Officer's execution of the Officers Pricing
Certificate or other certificate for the Notes to constitute conclusive evidence of such approval.
Section 6.09.Ongoing Continuing Disclosure Covenant.To the extent required by the provisions
of U.S. Securities and Exchange Commission Rule 15c2-12(Rule 15c2-12),the Cities and the Board agree
to enter into an agreement to file financial information and operating data with respect to the Notes with such
entities as are designated pursuant to the terms of said Rule 15c2-12.Under the provisions of said Rule 15c2-
12, as they exist on the date this Supplement is adopted, The Cities and the Board are exempted from
complying with the undertaking described in the first sentence of this Section,as the Notes are to be issued
in the form of Notes.
Section 6.10. Consent to Provide Information and Documentation to the Texas MAC. The
Municipal Advisory Council of Texas(the "Texas MAC"),a non-profit membership corporation organized
exclusively for non-profit purposes described in section 501(c)(6)of the Internal Revenue Code and which
14
serves as a comprehensive financial information repository regarding municipal debt issuers in Texas,
requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof.
hi support of the purpose of the Texas MAC and in compliance with applicable law, the Cities and the
Board hereby consent to and authorize any Authorized Officer,Bond Counsel, and/or financial advisor to
the Board to provide to the Texas MAC information and documentation requestedby the Texas MAC relating
to the Notes;provided, however,that no such information and documentation shall be provided prior to the
delivery of the Notes. This consent and authorization relates only to information and documentation that is a
part of the public record concerning the issuance of the Notes.
Section 6.11. Attorney General Modification. In order to obtain the approval of the proceeding
and the Notes by the Attorney General of the State of Texas,any provision of this Fifty- Sixth Supplement
may be modified, altered or amended after the date of its adoption if required by the Attorney General in
connection with the Attorney General's examination as to the legality of the Notes and approval thereof in
accordance with the applicable law. Such changes,if any,shall be provided to the Board secretary who shall
insert such changes into this Fifty-Sixth Supplement as if approved on the date hereof.
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Section 6.12. Public Meeting. It is officially found, determined, and declared that the meeting at
which this Fifty-Sixth Supplement is adopted was open to the public,and public notice of the time,place,and
subject matter of the public business to be considered at such meeting,including this Fifty-Sixth Supplement,
was given,all as required by Chapter 551,Texas Government Code,as amended.
Section 6.13. Effective Date.This Fifty-Sixth Supplement shall be in full force and effect from and
upon its adoption.
PASSED BY THE FORT WORTH CITY COUNCIL THIS SEPTEMBER 10, 2019.
�, FORT
or, City of Fort Wort A.. .. a
?
(Seal)
ATTEST:
Ciy StcretElCko ort Worth,Texas
APPROVED AS TO FORM AND LEGALITY:
City AttoqVy, City of Fort Worth,Texas
APPROVED AND PASSED BY THE DALLAS CITY COUNCIL THIS AUGUST 28,2019.
APPR r/VIED AS TO FORM:
V
CCi tt ney, City of Dallas, Texas
THE STATE OF TEXAS
COUNTY OF DALLAS
CITY OF DALLAS
I,�a'I ►LDS ohrlSo� City Secretary of the City of Dallas,Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of a Fifty-Sixth
Supplemental Concurrent Bond Ordinance that was duly presented and passed by the City
Council of the City of Dallas,at a regular meeting held on August 28, 2019,which ordinance is
duly of record in the minutes of said City Council and 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 seal of the City of Dallas,Texas,this 281 day of August,
2019.
City Secre
as, Texas
(SEAL)
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'`"'1111(111 WOW\\
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF FORT WORTH
I ity Secretary of the City of Fort Worth,Texas,do hereby certify:
,4�
1. That the above and foregoing is a true and correct copy of the Fifty-Sixth
Supplemental Concurrent Bond Ordinance, duly presented and passed by the City Council of the
City of Fort Worth,Texas, at a regular meeting held on September 10,2019, 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
September 10,2019.
City sk#fa ,
City of Fort Worth,Texas
(SE •;off '�
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EXHIBIT A
DEFINITIONS
All terms not herein defined shall have the meanings given to said terms by the Master Bond
Ordinance and the Fifty-Fifth Supplement or as otherwise defined in this Fifty-Sixth Supplement.As used in
this Fifty-Sixth Supplement,the terms below defined shall be construed,are used and are intended to have
the following meanings,unless the text hereof specifically indicates otherwise:
The term"Advances"means Advances or loans under the Promissory Note to refund Commercial
Paper Notes pursuant to a CP Credit Agreement.
The term "Bank" means any lender which becomes a parry to a CP Credit Agreement,or any other
financial institution executing a CP Credit Agreement.
The term "Commercial Paper Note" means a Note issued pursuant to the provisions of this Fifty-
Sixth Supplement,having the terms and characteristics specified in Section 2.02 and in the form described
in Exhibit B hereto.
The term "CP Credit Agreement" means a Credit Agreement entered into with respect to Commercial
Paper Notes as authorized by Section 2.08 of this Fifty-Sixth Supplement.
The term "Dealer" shall mean each dealer appointed by the Board,through an Authorized Officer,
pursuant to this Fifty-Sixth Supplement and any successor thereto.
The term "Dealer Agreement" means each dealer agreement executed and delivered by the Board
and a Dealer pursuant to Section 3.04 hereof,as each such agreement may be amended from time to time
pursuant to the terms thereof.
The term"DTC"shall mean The Depository Trust Company,New York,New York,or any successor
securities depository.
The term "DTC Participant" shall mean securities 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 DTC Participants.
The term"Eligible Project" shall mean Costs of the Airport authorized by the Acts.
The term "Fifty-Sixth Supplement" shall mean this Fifty-Sixth Supplemental Concurrent Bond
Ordinance adopted by the Cities and effective September 10,2019.
The terms "Holder" or "Noteholder" shall mean the Registered Owner or any person, firm,
association,or corporation who is in possession of any Note issued to bearer or in blank.
The term"Issuance Request" shall mean the instructions provided to the Issuing and Paying Agent
by an Authorized Officer in the manner set forth in Section 3.01 of this Fifty-Sixth Supplement.
The terms "Issuing and Paying Agent" and "Paying Agent", "Paying Agent/Registrar" and
"Registrar"shall mean with respect to the Notes the agent appointed pursuant to Sections 2.05 and 3.03 hereof,
or any successor to such agent.
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The term "Issuing and Paying Agent Agreement" shall mean the Issuing and Paying Agency
Agreement,between the Board and the Issuing and Paying Agent,approved and authorized to be entered into
by Section 3.03 hereof, a form of which is attached hereto as Exhibit C, as from time to time amended or
supplemented,or any subsequent agreement entered into with any Issuing and Paying Agent regarding any
series ofNotes.
The term "Master Note" shall mean the DTC master note, in substantially the form set forth in
Exhibit D to this Fifty-Sixth Supplement.
The term"Maximum Interest Rate"or"Max Rate"shall mean the lesser of.(i)nine percent(9%)per
annum and(ii)the maximum net effective interest rate permitted by law to be paid on obligations issued or
incurred by the Cities in the exercise of its borrowing powers (prescribed by Chapter 1204, Texas
Government Code,as amended).
The term "Maximum Maturity Date" shall mean the fortieth (40th) anniversary of the date of
passage of this Fifty-Sixth Supplement.
The term"Moody's"shall mean Moody's Investors Service or,if such entity is dissolved or liquidated
or otherwise ceases to perform securities rating services, such other nationally recognized securities rating
agency as may be designated in writing by the Board.
The term"Note"or"Notes"means the evidences of indebtedness authorized to be issued and at any
time outstanding pursuant to this Fifty-Sixth Supplement and shall include Commercial Paper Notes
(including the Master Note)or Promissory Notes as appropriate. The term excludes notes,if any,issued as
priority obligations as contemplated by the Master Bond Ordinance.
The term"Note Date" shall have the meaning given in Section 2.02.
The term"Note Payment Fund" shall mean that fund created pursuant to Section 2.10. The
term "Paying Agent" see Issuing and Paying Agent.
The term "Promissory Note" means the promissory note issued pursuant to the provisions of this
Fifty-Sixth Supplement and a CP Credit Agreement in evidence ofAdvances made by the Bank to refund any
Commercial Paper Note,or the interest thereon,having the terms and characteristics contained in a CP Credit
Agreement and issued in accordance therewith,including any renewals or modifications thereof.
The term"Registered Owner" shall mean the person or entity in whose name any Note is registered
in the Registration Books.
The term "Registration Books" shall mean books or records relating to the registration, payment,
and transfer or exchange of the Notes maintained by the Issuing and Paying Agent pursuant to Section 2.06
hereof.
The term "S&P" shall mean S&P Global Ratings, a Standard & Poor's Financial Services LLC
business,or,if such entity is dissolved or liquidated or otherwise ceases to perform securities rating services,
such other nationally recognized securities rating agency as may be designated in writing by the Board.
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EXHIBIT B
FORM OF NOTES
UNITED STATES OF AMERICA
STATE OF TEXAS
CITIES OF DALLAS AND FORT WORTH
DALLAS FORT WORTH INTERNATIONAL AIRPORT
SUBORDINATE LIEN JOINT REVENUE
COMMERCIAL PAPER NOTE, SERIES I(TAXABLE)
Note Interest Note
Number Rate Date $
On (the"Original Maturity Date")for value received,the Cities of Dallas
and Fort Worth,Texas(the "Cities")
Promise To Pay To The Order of
The Principal Sum Of
Payable At
(the "Issuing and Paying Agent"),
and to pay interest,if any,on said principal amount, specified above,on said Maturity Date,from the above
specified Note Date to said Maturity Date at the per annum Interest Rate specified above (computed on the
basis of actual days elapsed and a360-day year, unless otherwise set forth in an exhibit attached to this
Commercial Paper Note)solelyfromthe sources hereinafter identified and as hereinafter stated;both principal
and interest on this Commercial Paper Note being payable in immediately available lawful money of the
United States of America at the designated corporate office of the Issuing and Paying Agent,specified above,
or its successor. No interest will accrue on the principal amount hereof after said Maturity Date.
Both principal and interest on this Note shall be payable in immediately available lawful money of
the United States of America at the principal corporate office of the Issuing and Paying Agent, specified
above,or its successor.
This Commercial Paper Note is one of an issue of Notes (the "Notes") which has been duly
authorized and issued in accordance with the provisions of a Master Bond Ordinance, as amended, (the
"Master Bond Ordinance"), the Fifty-Fifth Supplemental Concurrent Bond Ordinance (the "Fifty-Fifth
Supplement") and the Fifty-Sixth Supplemental Concurrent Bond Ordinance thereto (the "Fifty-Sixth
Supplement";the provisions of the Master Bond Ordinance and the Fifty-Fifth Supplement are incorporated
by reference in the Fifty-Sixth Supplement and the Master Bond Ordinance,Fifty-Fifth Supplement and the
Fifty-Sixth Supplement shall hereinafter be referred to collectively as the "Supplement") passed by the
Cities for the purpose of financing Costs of the Airport of Eligible Projects (each as defined in the
Supplement)and to refinance,renew and refund
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the Notes and other Subordinate Lien Obligations and Obligations;all in accordance and in strict conformity
with the provisions of Applicable Laws. Capitalized terms used herein and not otherwise defined shall have
the meaning given in the Supplement.
This Note, together with the other Notes and any other Subordinate Lien Obligations, is payable
from and equally secured by a subordinate lien on Pledged Revenues and Pledged Funds; provided,
however,that the subordinate lien on and pledge of the Pledged Revenues and Pledged Funds is on parity
with Subordinate Lien 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 Iths thereof) and by the City of Fort Worth(to the extent of 4/1 Iths thereof);
and, each and every Noteholder shall by his acceptance of this Note consent and agree that no claim,
demand, suit, or judgment for the payment of money 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 the City of Dallas
an amount equal to 7/1 Iths of the total amount asserted or demanded,and in the case of the City of Fort
Worth an amount equal to 4/1Iths of the total amount asserted or demanded. The Noteholders hereof
shall never have the right to demand payment of this obligation out of any funds raised or to be raised by
taxation.
This Note is not an obligation described in section 103(a)of the Code.
Reference is hereby made to the Supplement and the Fifty-Fifth Supplement,copies of which may be
obtained upon request to the Board,and by acceptance of this Note the Noteholder hereof hereby assents to
all of the terms and provisions of the Supplement, including, but not limited to, provisions relating to
defmitions of terms;the description of and the nature of the security for the Notes and the Pledged Revenues
and Pledged Funds; the conditions upon which the Supplement may be amended or supplemented with or
without the consent of the Noteholders;and the right to issue obligations payable from and secured by the
Pledged Revenues and Pledged Funds.
It is hereby certified and recited that all acts, conditions, and things required by law and the
Supplement to exist,to have happened,and to have been performed precedent to and in the issuance of this
Note, do exist,have happened, and have been performed in regular and in due time, form,and manner as
required by law and that the issuance of this Note, together with all other Notes, is not in excess of the
principal amount of Notes permitted to be issued under the Supplement.
This Note has all the qualities and incidents of a negotiable instrument under the laws of the State of
Texas.
This Note may be registered to bearer or to any designated payee. Title to any Note registered to
bearer shall pass by delivery. If not registered to bearer, this Note may be transferred only on the books
maintained at the designated office of the Issuing and Paying Agent. Upon surrender hereof at the
designated office of the Issuing and Paying Agent,this Note may be exchanged for a like aggregate principal
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amount of fully registered(which registration may be to bearer)Notes of authorized denominations of like
interest rate and maturity,but only in the manner, and subject to the limitations,and upon payment of the
charges provided in the Supplement and upon surrender and cancellation of this Note.
This Note shall not be entitled to any benefit under the Supplement or be valid or become obligatory
for any purpose until this Note shall have been authenticated by the execution by the Issuing and Paying
Agent of the Certificate of Authentication hereon.
The Cities covenant to pay the principal of and interest on this Note when due, whether by reason
of maturity or redemption prior to maturity.
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 Note 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 Note 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, Mayor,
City of Dallas, Texas City of Dallas, Texas
City Secretary,
City of Dallas,Texas
[SEAL]
COUNTERSIGNED:
City Secretary, Mayor,
City of Fort Worth City of Fort Worth
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth,Texas
[SEAL]
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ISSUING AND PAYING AGENT'S CERTIFICATE
OF AUTHENTICATION
This Note is one of the Notes delivered pursuant to the within mentioned Fifty-Sixth Supplement.
as Issuing and Paying Agent
By:_Authorized Signatory
[The remainder of this page intentionally left blank.]
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ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells,assigns,and transfers unto (print or typewrite
name,address,and zip code oftransferee):
(Social Security or other identifying number:......................................................................... ) the within
Note and all rights thereunder,and hereby irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof,with full power substitution
in the premises.
DATED:
Signature Guaranteed
NOTICE: The signature of the registered owner NOTICE: The signature on this Assignment must
must be guaranteed by a member of the New York correspond with the name ofthe registered owner as
Stock Exchange or a commercial it appears upon the face of the within
bank or trust company. Note in every particular.
[The remainder of this page intentionally left blank.]
B-5
EXHIBIT C
FORM OF MASTER NOTES
The Depository Trust Company
A subsidiary of The Depository Trust&Clearing Corporation
MUNICIPAL • IAIRPORT •
Taxable
(Date of Issuance)
The Cities of Dallas and Fort Worth,Texas("Issuer"),for value received,hereby promises to pay to Cede
& Co., as nominee of The Depository Trust Company, or to registered assigns: (i) the principal amount,
together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on
the records of Issuer(the "Underlying Records")as being evidenced by this Master Note,which Underlying
Records are maintained by The Bank of New York Mellon Trust Company, N.A., ("Paying Agent"); (ii)
interest on the principal amount of each such obligation that is payable in installments, if any, on the due
date of each installment,as specified on the Underlying Records;and(iii)the principal amount of each such
obligation that is payable in installments, if any, on the due date of each installment, as specified on the
Underlying Records. Interest shall be calculated at the rate and according to the calculation convention
specified on the Underlying Records. Payments shall be made solely from the sources stated on the
Underlying Records by wire transfer to the registered owner from Paying Agent without the necessity of
presentation and surrender of this Master Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE
SET FORTH ON THE REVERSE HEREOF.
This Master Note is a valid and binding obligation of Issuer.
Not Valid Unless Countersigned for Authentication by Paying Agent.
CITES OF DALLAS AND FORT WORTH,TEXAS
By: By: _See attached signatures
(Authorized Countersignature) (Authorized Signature)
40 DTCC:
The Depository Trust&
Clearing Corporation
C-1
The provisions of the Dallas Fort Worth International Airport Subordinate Lien Joint Revenue
Commercial Paper Note, Series I (Taxable), a form of which is attached hereto, are incorporated
herein and made a part hereof for all purposes.
At the request of the registered owner, Issuer shall promptly issue and deliver one or more separate note
certificates evidencing each obligation evidenced by this Master Note. As of the date any such note
certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be
evidenced by this Master Note.
FOR VALUE RECEIVED,the undersigned hereby sells,assigns,and transfers unto
(Name,Address,and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder,hereby irrevocably constituting and appointing
attorney to transfer said Master Note on
the books of Issuer with full power of substitution in the premises.
Date:
Signature(s) Guaranteed: (Signature)
Notice:The signature on this assignment must correspond
with the name as written upon the face of this Master
Note, in every particular, without alteration or
enlargement or any change whatsoever.
Unless this certificate is presented by an Authorized Officer of The Depository Trust Company,a New York
corporation("DTC"),to Issuer or its agent for registration of transfer,exchange,or payment,and any certificate
issued is registered in the name of Cede&Co.or in such other name as is requested by an Authorized Officer
of DTC(and any payment is made to Cede & Co. or to such other entity as is requested by an Authorized
Officer of DTC),ANY TRANSFER,PLEDGE,OR OTHERUSE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,Cede&Co.,has an
interest herein.
Signature Page to:
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Municipal Commercial Paper—TECP
Dallas Fort Worth International Airport Subordinate Lien Joint Revenue
Commercial Paper Note, Series I(Taxable)
COUNTERSIGNED:
City Manager, Mayor,
City of Dallas, Texas City of Dallas, Texas
City Secretary,
City of Dallas,Texas
[SEAL]
COUNTERSIGNED:
City Secretary, Mayor,
City of Fort Worth City of Fort Worth
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth,Texas
[SEAL]
C-3
EXHIBIT D
ISSUING AND PAYING AGENT AGREEMENT
EXHIBIT E
DEALER AGREEMENT