HomeMy WebLinkAboutOrdinance 16806-02-2006
I)ALLAS/FORT WORTH INTERNATIONAL AIRPORT
FORTY-FIRST SUPPLEMENTAL CONCURRCNT BOND ORDINANCE
Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth, Texas
authorizing
$325,000,000
aggregate principal amount
of
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE REFUNDING BONDS,
SERIES 2006A
Passed by the City Council of the City of Dallas February 8, 2006
Passed by the City Council of the City of Fort Worth February 7, 2006
Effective February 8, 2006
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TABLE OF C®NTENTS
Page
Preambles ...................................................................................................................................................... 1
ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS ...........................................2
Section 1.1. Short Title ........................................................................................................................... 2
Section 1.2. Definitions .......................................................................................................................... 2
Section 1.3. Table of Contents, Titles and Headings .............................................................................. 4
Section 1.4. Interpretation .......................................................................................................................4
Section 1.5. Declarations and Additional Rights and Limitations Under Controlling
Ordinances .......................................................................................................................... 4
ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS ................................................. 6
Section 2.1. Purposes of Ordinance ........................................................................................................ 6
Section 2.2. Pledge, Security for, Sources of Payment of Bonds ........................................................... 6
ARTICLE III GENERAL TERMS AND PROVISIONS REGARDING THE BONDS ......................... 6
Section 3. I . Authorization ...................................................................................................................... 6
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. Medium, Method and Place of Payment ............................................................................ . 8
Section 3.4. Ownership .......................................................................................................................... .9
Section 3.5. Registration, Transfer and Exchange ................................................................................. .9
Section 3.6 Cancellation and Authentication ....................................................................................... 10
Section 3.7. Temporary Bonds ............................................................................................................. 10
Section 3.8 Replacement Bonds .......................................................................................................... 11
Section 3.9. Book-Entry Only System .................................................................................................. 12
Section 3.10. Successor Securities Depository ....................................................................................... 12
Section 3.11. Payments to Cede & Co .................................................................................................... 13
ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY .....................................................13
Section 4.1. Limitation on Redemption ................................................................................................13
Section 4.2. Optional Redemption ........................................................................................................13
Section 4.3. Partial Redemption ...........................................................................................................13
Section 4.4. Mandatory Redemption of Certain Bonds ........................................................................13
Section 4.5. Notice of Redemption to Holders .....................................................................................14
Section 4.6. Payment Upon Redemption ..............................................................................................14
Section 4.7. Effect of Redemption ........................................................................................................14
ARTICLE V PAYING AGENT/REGISTRAR .....................................................................................15
Section 5.1. Appointment of Initial Paying Agent/Registrar ................................................................15
Section 5.2. Qualifications ....................................................................................................................15
Section 5.3. Maintaining Paying Agent/Registrar ................................................................................15
Section 5.4. Termination .......................................................................................................................15
Section 5.5. Notice of Change ..............................................................................................................15
.....
Section 5.6. Agreement to Perform Duties and Functions ............................................................... 15
Section 5.7. Delivery of Records to Successor .....................................................................................15
iii
TABLE OF CONTENTS
Paae
ARTICLE VI FORM OF THE BONDS .......................................................
................................15
Section 6.1. Form Generally .................................................................................................................15
Section 6.2. Form of Bond ....................................................................................................................16
Section 6.3. CUSIP Registration ........................................................................................................... 24
Section 6.4. Legal Opinion ................................................................................................................... 24
ARTICLE VII EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF
BONDS AND RELATED DOCUMENTS ..................................................................... 24
Section 7.1. Method of Execution, Delivery of Initial Bond .......................................................:........ 24
........................................ 2
Section 7.2. Approval and Registration ........................................................
Section 7.3. TEFRA Approval .............................................................................................................. 25
Section 7.4. Approval of Credit Agreements ........................................................................................25
Section 7.5. Official Statement .............................................................................................................25
Section 7.6. Attorney General Mothfication ......................................................................................... 25
Section 7.7. Further Action ................................................................................................................... 26
Section 7.8. Refunding and Redemption of Refunded Obligations ...................................................... 26
ARTICLE VIII GENERAL PROVISIONS ............................................................................................. 26
Section 8.1. Deposit and Uses of Bond Proceeds ................................................................................. 26
Section 8.2. Payment of the Bonds ....................................................................................................... 26
Section 8.3. Representations and Covenants ........................................................................................ 26
Section 8.4. Covenants Regarding Tax-Exemption .............................................................................. 27
Section 8.5. Disposition of Project ....................................................................................................... 28
Section 8.6. Bond Insurance and Credit Agreements ........................................................................... 29
ARTICLE IX REPEAL, SEVERABILITY, AND EFFECTIVE DATE ............................................... 30
Section 9.1. Ordinance Irrepealable ......................................................................................................30
Section 9.2. Severability ....................................................................................................................... 30
Section 9.3. Effective Date ................................................................................................................... 30
Signatures .................................................................................................................................................... 3 0
Schedule I -Refunded Obligations
Exhibit A -Form of Underwriting Agreement
Exhibit B -Form of Notice of Redemption
Exhibit C -Credit Agreement Parameters
Exhibit D -Form of Preliminary Official Statement
ui
CITY OF DALLAS ORDINANCE NO. (~'~}
CITY OF FORT WORTH ORDINANCE NO. ~~~ ~ ~.`C~~~~~
FORTY-FIRST SUPPLEMENTAL CONCURRENT BOND ORDINANCE
AUTHORIZING DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE REFUNDING BONDS, SERIES 2006A, 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, prior to the adoption of this ordinance (herein defined and cited as the "Forty-First
Supplemental Concurrent Bond Ordinance" or as the or this "Ordinance"), the City Councils of the Cities
of Dallas and Fort Worth, Texas (the "Cities") 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, 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 fmancing of the Airport and that, together (i)
prescribe the terms and conditions upon the basis of which the Additional Obligations, Credit
Agreements, and Parity 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, the Ciry Councils of the Cities of Dallas and Fort Worth, on June 22 and June 21,
1994, respectively, concurrently adopted the Twenty-Fifth Supplemental Regional Airport Concurrent
Bond Ordinance authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue
Refunding Bonds, Series 1994A (the "Series 1994A Bonds"), in the aggregate principal amount of
$209,460,000; and
WHEREAS, the City Councils of the Cities of Dallas and Fort Worth, on June 14 and June 13,
1995, respectively, concurrently adopted the Twenty-Sixth Supplemental Regional Airport Concurrent
Bond Ordinance authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue
Refunding Bonds, Series 1995 (the "Series 1995 Bonds"), ill the aggregate principal amount of
$182,155,000; and
WHEREAS, each Ciry Council hereby fmds and determines that the refunding of all or a portion
of the outstanding maturities of the Series 1994A Bonds and the Series 1995 Bonds described in
Schedule I (the "Refunded Obligations") is in the best interest of the Cities; and
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WHEREAS, it is anticipated that debt service savings in an amount to be set forth in the Officers
Pricing Certificate can be achieved by the issuance of the Dallas/Fort Worth International Airport Joint
Revenue Refunding Bonds, Series 2006A, in one or more subseries (the "Bonds"), to, anlong other
things, refund all or a portion of the Refunded Obligations; and
WHEREAS, this Ordinance is adopted for the purpose of, among the other purposes set forth
below, refunding all or a portion of the Refunded Obligations, as set forth in the Officers Pricing
Certificate; 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 all or a portion of the Refunded Obligations and for other purposes as further
described in Section 3.1; and
WHEREAS, each City Council fmds and determines that the meeting at which this Ordinance
was adopted was 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 Ordinance, was given, all as
required 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 l.l. Short Title. This Ordinance may hereafter be cited in other documents and
without further description as the "Forty-First Supplemental Concurrent Bond Ordinance"
Section 1.2. Defmitions. 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
teens shall have the respective meanings specified below:
Authorized Officer -means the Chief Executive Officer, the Senior Executive Vice
President, the Execurive Vice President and Chief Financial Officer, and the Vice President-Finance of
the Board, and, in the event any of such positions is renamed or otherwise reorganized, including any
person holduig or exercisnig the duties of any comparable position.
Bond -means any of the Bonds.
Certificate.
Bond Date -means the date of such Bonds as designated in the Officers Pricing
Bonds -mean the bonds described in Section 3.1.
Closing Date -means the date on which the Bonds are actually delivered to and paid for
by the Purchaser.
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Designated Pavment/Transfer Office -means (i) with respect to the initial Paying
Agent/Registrar named herein, its office ni Dallas, Texas, or such other locarion as may be designated by
the Payuig AgentlRegistrar, and (ii) with respect to any successor Paying Agent/Registrar, the office of
such successor designated and located as may be agreed upon by the Cities and such successor.
DTC -means The Depository Trust Company of New York, New York, or any successor
securities depository.
DTC Participant -means brokers and dealers, banks, trust companies, clearing
corporations and certain other orgaluzations 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 Bonds described in 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 aii Authorized Officer on die Closing Date.
Interest Pavment 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, as
determined in the Officers Pricing Certificate.
Mandatory Redemption Dates -mean 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 Payins Agent Agreement -means the paying agent agreement previously
executed by the Board alid the Paying Agent/Registrar that specifies the duties and responsibilities of the
Paying Agent/Registrar with respect to bonds or other obligations issued by the Cities in relation to the
Airport.
Officers Pricini? Certificate -means the certificate to be executed by one or more of the
Authorized Officers pursualrt to Section 3.2 and attached as Schedule II to the Underwriting Agreement.
Ordinance -means this Ordinance and all amendments hereof and supplements hereto.
Original Issue Date -means the Closing Date of the Bonds.
Paving A~ent/Re~istrar -means J.P. Morgan Trust Company, National Association, or
any successor thereto as provided in this Orduialice.
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 issued hereunder from the Cities pursuant to the Underwriting
Agreement.
Rebate Fund -means the special fund required to be created and maintained in
Section 8.4 and is the type of fund referred to in the defmition of that term in the Thirtieth Ordinance.
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Record Date -means the 15th day of the month next preceding an Interest Payment
Date.
Representation Letter -means the "Blanket Letter of Representations" between the
Cities and DTC, as approved and ratified in Section 3.9(c).
Stated Maturity Dates -mean 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 into as
contemplated and authorized ui Section 3.2(b).
Section 1.3. Table of Contents, Titles and Headings. The table of contents, titles and
headuigs of the Articles and Sections of this Orduiance have been inserted for convenience of reference
ollly and are not to be considered a part hereof and shall not ui airy way modify or restrict any of the terms
or provisions hereof and shall never be considered or given any effect in construuig this Ordinance or any
provision hereof or in ascertauiuig intent, if any question of nrtent should arise.
Section 1.4. Interpretation. (a) Unless the context requires otherwise, words of the
masculuie gender shall be construed to uiclude correlative words of the feminine and neuter genders and
vice versa, and words of the suzgular number shall be construed to n~clude 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 in this Ordinance.
Section 1.5. Declarations and Additional Rights and Limitations Under Controlling
Ordinances. (a) For all purposes of the Outstanduig Orduiances 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 Parity Credit Agreement Obligation. A Policy, if
any, entered into for the purpose of providing all or a portion of the amount equal to the
Debt Service Reserve Requirement is hereby declared to be a Credit Agreement that is on
a parity with Subordinate Lien Obligations; provided however, the provisions of
subsection 5.2(b)(iii) of the Thirtieth Ordinance shall continue to apply with respect to
any deficiencies in the Debt Service Reserve Fund, including any costs of a Policy with
respect to the Debt Service Reserve Fund.
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(iv) Administrative Expenses shall include the fees and expenses owed to the
Paying Agent/Registrar.
(v) The amount of the Debt Service Reserve Requirement on account of the
Bonds is 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. In the event that the amount on deposit in the Debt
Service Reserve Fund is less than the amount required, as determined in the Officers
Pricing Certificate, the amount specified in Section 8.1 shall be deposited to the Debt
Service Reserve Fund out of the proceeds of the Bonds or shall be used to enter into a
Credit Agreement to satisfy the Debt Service Reserve Requirement.
(vi) The Stated Maturity Dates and the Mandatory Redemption Dates
established in accordance with Article III are 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) Each of the Authorized Officers is designated and appointed as an
"officer" of the Cities for the limited purposes of administering this Ordinance, including
particularly the related documents and agreements described herein in accordance with
Chapters 1207 and 1371, Government Code, as amended.
(ix) As permitted by Section 5.1 of the Thirtieth Ordinance, the Board
confums the creation of the Capitalized Interest Account in the Construction Fund. The
Capitalized Interest Account is a Pledged Fund, subject to the terms and provisions of
Section 8.6.
(x) 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 addirional rights and limitations are granted and imposed:
(i) No amendment to the Controlling Ordinances or this Ordinance shall be
approved or adopted pursuant to any of Sections 8.2, 8.3, 8.4, or 8.5 of the Thirtieth
Ordinance, whether with or without the consent of the Holders, unless and until the same
is approved by the Insurer, to the extent required under the terms of the Credit
Agreement.
(ii) The Cities shall have the right 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 right
is granted to redeem Bonds in advance of a Stated Maturity Date, any such redemption
may be accomplished with any lawfully available money. The Bonds may be redeemed
according to their respective terms, and pro rata redemptions are not required. All money
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delivered to the Paying Agent/Registrar for the purpose of paying the principal of and
interest on Bonds shall be held uninvested by the Paying Agent/Registrar.
(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 10.1 of the Thirtieth Ordinance with respect to the Bonds shall
be (A) the audited fmancial statements of the Board for each Fiscal Year ending on and
after September 30, 2006, and (B) the annual fmancial 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 Board shall provide such information on behalf
of the Cities.
ARTICLE II
PURPOSES, PLEDGE AND SECURITY FOR BONDS
Section 2.1. Purposes 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 Orduiances to and for the benefit of the Holders, to provide certain covenants to and for
the benefit of each Insurer and/or Credit Provider, and to sell the Bonds to the Purchaser.
Section 2.2. Pledge, Security for, Sources of Payment of Bonds. (a) The pledge, the security
and the filuig 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 parity 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 time 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. Authorization. Additional Obligations, to be designated "Cities of Dallas and
Fort Worth, Texas, Dallas/Fort Worth International Airport Joint Revenue Refunding Bonds,
Series 2006A," are hereby authorized to be issued and delivered in accordance with Applicable Law and
as provided herein and in the Officers Pricing Certificate. The Bonds shall be issued and the proceeds
thereof shall be used, together with other available funds, if any, for the purpose of refunding all or a
portion of the Refunded Obligations, as set forth in the Officers Pricing Certificate, to provide funding for
the Debt Service Reserve Requirement through either the deposit of Bond proceeds, the use of other
available funds, if any, or entering into a surety or such other agreement and/or 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 for Insurance or the surety or debt service reserve agreement.
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Section 3.2. Initial Date, Denominations, Number, Maturity, Initial Registered Owner,
Characterisrics of the Initial Bond and Expirarion Date of Dele arioll. (a) The Initial Bond is hereby
authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest
coupons, dated the date designated as prescribed below, in the denomination and maximum aggregate
principal amount of $325,000,000, numbered T-1, payable in annual installments of principal to the initial
registered owlier thereof (to be detennuied by the Authorized Officers, 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 almual 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 as set forth
in this Orduiance alid the Officers Pricing Certificate, and as provided in this Orduiance, but with the fmal
installment of principal (the maxunum term) to be not later than November 1, 2015.
(b) As authorized by Chapters 1207 and 1371, Texas Government Code, as amended, the
Authorized Officers and 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 Instalment
issued hereunder in the maximum aggregate principal amount of $325,000,000, the due date of each
Principal Installment hereof, 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 issued hereunder, 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 Authorized Officers and the City
Managers, ,acting for and on behalf of the Cities, are authorized to enter into and carry out the
Underwriting Agreement in substantially the form attached hereto as Exhibit A as approved by the City
Attorneys of the Cities with the parties indicated in Exhibit A, at such price, in the aggregate principal
amount, with such Principal Instalments, with such interest rates, with such redemption features and
other matters, as shall be determined by the Authorized Officers and set forth therein and in the Officers
Pricing Certificate; provided that: (i) the price to be paid for the Initial Bond shall not be less than 95% of
the initial aggregate principal amount thereof with a maximum underwriter's discount of .60%; (ii) no
instalment of principal of the Initial Bond shall bear interest at a rate greater than 5.0% per annum; and
(iii) the refunding of the Refunded Obligations shall result in net debt service savings in an amount to be
set forth in the Officers Pricing Certificate. 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. In connection with the issuance and
delivery of the Bonds, each of the Authorized Officers, acting for and on behalf of the Cities, is
authorized to set out in the Officers Pricing Certificate such information as contemplated herein. The
Officers Pricing Certificate shall include such information as such Authorized Officer(s) deem
appropriate or is required by this Ordinance.
(c) Each of the Authorized Officers is authorized to establish which maturity or maturities, if
any, shall be insured based on recommendations of the Co-Financial Advisors of the Airport, and such
Authorized Officer(s) 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. Each of the
Authorized Officers is also authorized to establish whether the Debt Service Reserve Requirement shall
be funded with Bond proceeds, with other available funds, if any, or with a Credit Agreement in the form
of a debt service reserve agreement, surety or such other form of Credit Agreement based on
recommendations of the Co-Financial Advisors of the Airport. A general form of, or the general
parameters for, the Credit Agreement is set forth in Exhibit "C".
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(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 and in the Officers Pricing
Certificate, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Bonds,
(iv) shall have the chazacteristics, and (v) shall be signed and sealed, and the principal of and interest on
the Initial 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 an Authorized Officer, as provided herein and
in the Officers Pricing Certificate, with such changes and additions as are required to meet the terms of
the Underwriting Agreement and the Officers Pricing Certificate, 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
October 1, 2006, the delegation of authority to the Authorized Officers 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 uiterest on the Bonds shall be paid ui lawful money of the United States of America as provided ui
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, a new record date for such interest payment (a "Special Record Date") will be established
by the Paying Agent/Registraz if and 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 address of each Holder of a Bond appearing on the books of the Paying
Agent/Registraz 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/Registraz 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/Registrar 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 a Bond 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, aze 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.
884010_S.DOC/DAL504/71008
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(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/Registrar, 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 Initial Bond shall bear interest as set forth in such
Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or redemption,
of the Principal Installments, and said interest shall be payable to the registered owner thereof, all in the
manner provided and on the dates fixed by the Authorized Officers in accordance with this Ordinance and
the Officers Pricing Certificate, and with interest rates as fixed by the Authorized Officers in accordance
with this Ordinance and the Officers Pricing Certificate, and as set forth in the Underwriting Agreement.
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 further purpose of making and
receivng payment of the interest thereon (subject to the provisions herein that interest is to be paid to
each Holder on the Record Date), and for all other purposes, whether or not such Bond is overdue, and
neither the Cities, the Board, nor die Paying Agellt/Registrar shall be bound by airy nonce 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 discharge the liability of the Cities, the Board, and the
Paying Agent/Registrar upon such Bond to the extent of the sums paid.
Section 3.5. Registration, Transfer and Exchange. (a) So long as any Bonds remain
outstaliduig, the Board shall cause the Payuig Agent/Registrar to keep a register (the "Obligation
Register") at its principal trust office ui which, subject to such reasonable regulations as it may prescribe,
the Paying Agent/Registrar shall provide for the registration and transfer of Bonds ui accordance with this
Orduiance.
(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 instruments 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 in 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) fly Bolid may be converted and exchanged only upon the presentation and surrender
thereof at the Designated Payment/Transfer Office of the Paying AgentlRegistrar 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 principal amount of the Bond
presented for exchange. If a portion of any Bond is redeemed prior to its scheduled maturity as provided
884010_8.DOC/DAL504/71008
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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 and/or 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 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 substitute Bond is delivered.
(e) The Board will pay, as Administrative Expenses, the Paying Agent/Registrar'sreasnnable
and customary charge for the initial registration or any subsequent transfer, exchange or conversion of the
Bonds, but the Paying Agent/Registrar will require the Holder to pay a sum sufficient to cover any tax or
other governmental 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.
(f) Neither the Cities, the Board, nor the Paying Agent/Registrar 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 ui accordance with this Orduiance, 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 makuig of proper records regarduig such payment, redemption, exchange or replacement. The
Payuig Agent/Registrar shall dispose of the canceled Bonds ui accordance with Applicable Law.
Section 3,7. Temporary Bonds. (a) Following the delivery and registration of the Initial
Bond issued heremider and pending flee preparation of defmitive Bonds, the proper officers of flee Cities
may execute arid, upon the Cities' or the Board's request, the Payuig Agent/Registrar shall authenticate
alld deliver, one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any denomination, substantially of the tenor of flee definitive Bonds in lieu of
which they are delivered, without coupons, and with such appropriate uisertions, omissions, substitutions
and other variations as the officers of the Ciries executing such temporary Bonds may determine, as
evidenced by their signing of such temporary Bonds.
(b) Until exchanged for Bonds in defmitive form, such Bonds in temporary form shall be
entitled to the benefit and security of this Ordinance.
884010_8.DOC/DAL504/71008
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(c) The Cities or the Board, without unreasonable delay, shall prepare, execute and deliver to
the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender
of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall
cancel the Bonds in temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of
the same maturity and series, in defmitive 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
Agel~tlRegistrar, at tle Designated Paymelrt/Transfer 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
Payuig AgentlRegistrar may require the Holder of such Bond to pay a suln sufficient to cover any tax or
other govenunental charge that is authorized to be imposed in comlection therewith and any other
expenses connected therewiti.
(b) In the event any Bond is lost, apparently destroyed or wrongfully taken, the Paying
Agent/Registrar, 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) furnishes to the Paying Agent/Registrar satisfactory evidence of his or
her ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) furnishes such security or indemnity as may be required by the Paying
Agent/Registrar 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 Agent/Registrar and any tax or
other govenunental 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, after 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 original Bond, the
Cities, the Board, and the Paying Agent/Registrar 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, in its 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.
884010_8.DOC/DAL504/71008
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Section 3.9. Book-Entry Only System. (a) The definitive Bonds shall be initially issued in the
fonn 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 ui 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/Registrar 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 Board, and the Paying Agent/Registrar 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/Registrar 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 Agent/Registrar 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 in writing, and all such payments
shall be valid and effective to fully satisfy and discharge 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/Registrar 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 "Blanket Representation Letter" setting respective duties with respect to the Bonds
has been 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.
Section 3.10. Successor Securities Depository. In the event that the Cities, the Board, or the
Paying Agent/Registrar detennine that DTC is incapable of discharging its responsibilities described
herein and ui the Representation Letter, and that it is in the best interest of the beneficial owners of the
Bonds that they be able to obtani 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 raider Section 17(a) of the Securities and Exchange Act of
1934, as amended, notify DTC and DTC Participants, as ident~ed by DTC, of die appointment of such
successor securities depository and transfer one or snore separate Bonds to such successor securities
depository or (ii) notify DTC and DTC Participants, as identified by DTC, of die availability dlrough
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, die Bonds shall no longer be restricted to being
registered lll die Obligation Register ui dle 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
884010_8.DOC/DAL504/71008
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names Holders transferring or exchanging Bonds shall designate, in accordance with the provisions of this
Ordinance.
Section 3.11. Pavments to Cede & Co. Notwithstanding any other provision of this Ordinance
to the contrary, so long as any Bonds are registered ui the Warne of Cede & Co., as nominee of DTC, all
payments with respect to pruicipal 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 4.1. Limitation on Redemption. The Bonds shall be subject to redemption before
scheduled maturity only as provided in this Article IV and die Officers Pricing Certificate.
Secrion 4.2. Optional Redemption. (a) The Authorized Officers shall specify in the
Underwrituig Agreement, Officers Pricuig Certificate, Initial Bond, and in the Bonds such rights of
optional redemption, if airy, and the Redemption Prices therefor that are to be reserved by the Cities.
(b) To the extent the Bonds are subject to oprional redemption, the Board, at least 45 days
before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar,
shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of the Bonds
to be redeemed.
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 Dave the right to determine the maturity or maturities and the
amowrts thereof to be redeemed and shall direct the Paying Agent/Registrar to call at random the Bonds,
or portions thereof, within such maturity or maturities and in such principal amounts for redemption as
determined 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 in a principal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be
partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond as though it
were a single Bond for purposes of selection for redemption.
(c) Upon surrender of any Bond for redemption in part, the Paying AgentlRegistrar, 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/Registrar shall promptly notify the Board in 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 Authorized Officers shall
specify ui the Underwriting Agreement, Officers Pricing Certificate, Initial Bond and in die Bonds such
obligations to redeem the Bonds mandatorily, and the Redemption Prices therefor, as are to be imposed
on the Cities.
(b) Subject to the provisions of subsection (c) of this Section, when less than all of the Bonds
of a specified maturity on a specified Stated Maturity Date are required to be redeemed as determined in
884010_8.DOC/DAL504/71008
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accordance with this Section, the Board, acting on behalf of the Cities, shall have the right and shall direct
the Paying Agent/Registraz to call by lot the Bonds, or portions thereof within a maturity, that aze 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 it were a single Bond for purposes
of selection for redemption. Upon surrender of any Bond for redemption in part, the Paying
Agent/Registraz 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 mazkets 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
nonce of airy redelnptioli of Bolids by seliduig Notice by first class United States hail, 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 price, 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.
(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 nonce.
Section 4.6. Pavrnent Upon Redemption. (a) Before or on each redemption date, the Boazd
on behalf of the Cities shall deposit with the Paying Agent/Registraz money sufficient to pay all amounts
due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the
Bonds to be redeemed oli such date by setting aside and holding in trust such amounts as are received by
the Paying Agent/Registraz from the Board and shall use such fullds solely for the purpose of paying the
principal of, redemption premium, if any, alid accnzed ilrterest on the Bonds being redeemed, or the tender
or negotiated price ui the case of Bonds tendered or purchased wider Section 4.4(c).
(b) Upon presentation and surrender of any Bond called for redemption at the Designated
Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay
the principal of, redemption premium, if any, and accnled interest on such Bond to the date of redemption
from the money set aside for such purpose.
Section 4.7. Effect of Redemption. (a) Notice of redemption having been given as provided
in Section 4.5 of this Ordinalice, the Bonds or portions thereof called for redemption shall become due
and payable on the date fixed for redemptions and, unless the Cities fail in their obligation to make
provision for the payment of the pruzcipal thereof, redemption premium, if any, or accrued urterest
fliereon 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.
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ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.1. Appointment of Initial Paving A eg nt/Re ig strar. J.P. Morgan Trust Company,
National Association, is hereby appointed as the initial Paying Agent/Registrar for the Bonds, under and
subject to the terms and provisions of the Master Paying Agent Agreement.
Section 5.2. Oualif"ications. 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 payuig agent and registrar for the Bonds.
Section 5.3. Maintaining Paving Agent/Re~istrar. (a) At all times while any Bonds are
Outstandmig, the Cities will mauitaui a Payuig Agent/Registrar that is qualified under Section 5.2 of this
Orduiance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Board will
promptly appoint a replacement.
Section 5.4. Termination. The Cities, acting through the Board, upon not less than 60 days
notice, reserves the right to terninate the apponrtment of any Paying Agent/Registrar by delivering to the
entity whose appouitinent is to be tennu~ated written notice of such termination, provided, that such
tennuiation shall not be effective until a successor Paying Agent/Registrar has been appointed and has
accepted the duties of Payug Agent/Registrar for the Bonds.
Section 5.5. Notice of Change. Promptly upon each change in the entity serving as Paying
Agelit/Registrar, 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 tle address in the Obligation Register, statuig tie effective
date of the change and the name and mailmig address of die replacement Paying Agent/Registrar.
Section 5.6. Agreement to Perform Duties and Functions. By accepting the appointment as
Paying Agelit/Registrar, die Paying Agellt/Registrar acknowledges receipt of copies of tle Controlling
Ordmiances 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/Registrar is replaced, such
Payuig Agent/Registrar, promptly upon die appointment of tie successor, will deliver die Obligation
Register (or a copy thereof) and all oilier pertutent books and records relating to the Bonds to dle
successor Payuig Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.1. Form Generally. (a) The Bonds, including the Registration Certificate of the
Comptroller of Public Accounts of the State, tie Certificate of the Paying Agent/Registrar, and the
Assigiunent form to appear on each of tie Bonds, (i) shall be substantially in the form set forth in this
Article, with such appropriate uisertions, omissions, substitutions, and otter variations as are permitted or
required by tits Ordinance, and (ii) lnay leave such letters, numbers, or other marks of identification
(ilicluduig identifying numbers and letters of tie Committee on Uniform Securities Identification
884010_8.DOC/DAL504/71008
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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 Bond. The form of Bond, including the form of the Registration
Certificate of the Coluptroller of Public Accounts of the State, the form of Certificate of the Paying
Agent/Registrar alid the fornl of Assiglunelrt appearing on the Bonds, shall be substantially as follows:
(a) [Form of Bond]
REGISTERED
No.
United States of America
State of Texas
Cities of Dallas and Fort Worth
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE REFUNDING BOND, SERIES 2006A
REGISTERED
INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP NO.:
2006
pay to
The Cities of Dallas and Fort Worth, Texas (the "Cities"), for value received, hereby promise 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 principal 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 2006, 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 , 2006. Interest on the Bonds shall accrue from , 2006.
884010_8.DOC/DAL504/71008
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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 7.P. Morgan Trust Company,
National Association or, with respect to a successor Paying Agent/Registraz, at the Designated
Payment/Transfer Office of such successor. Interest on this Bond is payable by check dated as of the
interest payment date, mailed by the Paying Agent/Registraz to the registered owner at the address shown
on the registration books kept by the Paying Agent/Registraz or by such other customary banking
arrangements acceptable to the Paying Agent/Registraz, requested by, and at the risk and expense of, the
person to whom interest is to be paid. 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 "Special Record Date") will be established by the Paying
Agent/Registraz, 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, fast class postage prepaid, to the address of each
Holder of a Bond appearing on the books of the Paying Agent/Registraz 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 in the title hereof, dated
2006 issued in the aggregate principal amount of $325,000,000 issued pursuant to the
authority of Chapter 22, Texas Transportation Code, as amended, Chapters 1207, 1371 and 1503, Texas
Government Code, as amended and the "Controlling Ordinances," as defined in the Forty-First
Supplemental Concurrent Bond Ordinance adopted concurrently by the City Councils of the Cities (the
"Forty-First Supplemental Ordinance"). The Controlling Ordinances and the Forty-First 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 terms 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 refund certain
Obligations previously issued by the Cities; to provide funding for the Debt Service Reserve Requirement
through the deposit of Bond proceeds, or entering into a surety or such other agreement, or the use of
other available funds, if any; and/or 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 for Insurance or the surety or debt
service reserve agreement.
884010_B.DOC/DAL504/71008
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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 Additional 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 Obligations, Additional Obligations and Parity 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 Obligations 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/llths thereof) and by the City of Fort Worth (to the extent of 4/llths thereof); and, each and
every Holder shall by his acceptance of this Bond 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 Dallas an amount equal to 7/llths of the total
amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/llths 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 right and option to redeem the Bonds maturing in the years
through , uiclusive, in whole or part, in principal 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.
[The Cities reserve the right, at their option, to redeem the Term Bond maturing on November 1, in each
of the years November 1, , on November 1, or any date thereafter, at the principal amount
thereof, plus accrued interest, if any, to the date fixed for redemption, without premium.] If less than all
of the Bonds are to be redeemed, the Board shall determine the maturity 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 principal amounts, for redemption.
* The Bonds maturing November 1, shall be redeemed prior to stated maturity in part at
random 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:
884010_8.DOC/DAL504/71008
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BONDS MATURING NOVEMBER 1,
Year Amount
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 at random the specific Bonds (or with respect to Bonds
having a denomination in excess of $5,000, 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
Board on behalf 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
Board on behalf of the City at a price not exceeding the principal amount of such Bonds plus accrued
interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar 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 of optional redemption and/or establishes one or more Sinking Funds and
provides for mandatory redemption.
884010_S.DOC/DAL504/71008
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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/Transfer Office, with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registraz, 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 Boazd, nor the Paying Agent/Registraz shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within 45
calendaz 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/Registraz, 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 Boazd, nor the Paying Agent/Registraz 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)
884010_8.DOC/DAL504/71008
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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 Ciry 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
City Secretary,
City of Dallas, Texas
COUNTERSIGNED:
City Secretary,
City of Fort Worth, Texas
Mayor,
City of Dallas, Texas
Mayor,
Ciry of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
884010_8.DOC/DAL504/71008
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(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.
Dated:
as Paying Agent/Registrar
By:
Authorized Sigiiatory
(c) [Form of Assignment]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print 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:
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.
(d) Initial Bond Insertions.
(i) The Initial Bond shall be in the form set forth in paragraph (a) of
this Section, except that:
(A) immediately under the name of the Bond, the
headings "INTEREST RATE" and "MATURITY
ssaoio_s.noc~nns,soarnoos
-22-
DATE" shall both be completed with the words "As
Shown Below" and "CUSIP NO. _" deleted;
(B) in the first paragraph:
the words "on the Maturity 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 with Section 3.2(b) hereof)";
and
(C) the Initial Bond shall be numbered T-1.
(ii) The following Registration Cert~cate 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 examined and approved this Bond as required by law,
and that he finds that it has been issued in conformity with the constitution and laws of the State of Texas,
and that this Bond has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
[SEAL] Comptroller of Public Accounts
of the State of Texas
884010_8.DOC/DAL504/71008
-23-
Section 6.3. CUSIP Registration. The Cities may secure identification numbers through the
CUSIP Service 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 Board, nor the attorneys approving said Bonds as to legality
are to be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.4. Legal Opinion. The approving legal opinions of McCall, Parkhurst & Horton
L.L.P., Vuison & Ellcins L.L.P. and Renee Higginbotham-Brooks, Esq., Co-Bond Counsel, shall be
delivered to the Paying Agent/Registrar and dze delivery thereof shall be acknowledged by the Paying
Agent/Registrar on behalf of the Holders of the Bonds.
ARTICLE VII
EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVER'
OF FONDS AND RELATED DOCUMENTS
Section 7, 1. Method of Execution, Delivery of Initial Bond. (a) Each of the Bonds shall be
sighed aild executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and
countersigned by the manual or facsunile 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 aild countersigned by the manual or facsunile 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 Attorney, respectively.
If any official from either City whose manual or facsimile signature shall appear on the Bonds, shall cease
to be such official before the Authentication of the Bonds or before delivery of the Bonds, such manual or
facsimile signature shall nevertheless be valid and sufficient for all purpose as if such official had
remained in such office.
(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 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/Registrar shall cancel the Initial Bond and deliver to DTC
on behalf of the Purchaser registered defmitive 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
884010_B.DOC/DAL504/71008
-24-
of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by
manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized
representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/ Registrar on all of the
Bonds. In lieu of the executed Certificate of Paying Agent/Registrar 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 Registration. 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 Board and of the Cities are hereby authorized
and instructed to make such cert~cations 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 him) 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 further authorized to make such agreements and arrangements with the purchasers of
Bonds and with the Paying Agent/Registrar as may be necessary to assure that such Bonds will be
delivered to such purchasers in accordance with the terms of sale.
Section 7.3. TEFRA Approval. An Authorized Officer or the Assistant Vice President -
Fuiance is hereby appouited to be the designated Hearing Officer for a public hearing relating to the
Bonds to be held for purposes of satisfyung Section 147 of the Code and the Mayors are 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 die Code.
Section 7.4. Approval of Credit Agreements. The Board is authorized to enter into Credit
Agreements relatuig to the Bonds from time to tune while the Bonds are Outstanding in accordance with
Applicable Law.
Section 7.5. Official Statement. In connection with the offer and sale of the Bonds, a
preluninary official statement and a final official statement are hereby duly authorized. A draft copy of
the prelunuiary official statement has been presented to and considered at this meeting, and is attached as
Exhibit D. T'he preparation, execution and delivery of a preliminary official statement and a final official
statement for the Bonds and any supplements thereto which may be necessary to accomplish the issuance
of Bonds are hiereby authorized, ui 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 for the Bonds to constitute conclusive evidence of such approval.
Section 7.6. Attorney General Modification. In order to obtain the approval of the Bonds by
the Attorney General of the State of Texas, any provision of tlis Orduiance 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 Bonds and approval thereof in accordance with the
applicable law. Such changes, if any, shall be provided to the City Secretary of each City and such City
Secretary shall insert such changes into tlis Ordinance as if approved on the date hereof.
884010_8.DOGDAL504/71008
-25-
Section 7.7 Further Action. The Authorized Officers and each of them are authorized,
empowered and directed to execute such other documents in addition to those enumerated herein and to
take such other actions as they deem necessary or advisable in order to carry out and perform the purposes
of this Ordinance.
Section 7.8 Refunding and Redemption of Refunded Obligations. (e) The Cities hereby
direct that the Refunded Obligations, or such portion thereof specified ui the Officers Pricing Certificate,
be called for redemption on May 1, 2006, or such other date as shall be specked in the Officers Pricing
Certificate (the "Redemption Date") and drat 7.P. Morgan Trust Company, National Association, as
successor paying agent for die Refunded Obligations (die "Escrow Agent"), deposit an amount sufficient,
wide uivestmeut earnings thereon, if any, to pay die amomrt due on die Refunded Obligations on tle
Redemption Date, which amount represents tie par amount of the outstanding principal amount of, plus
accrued uiterest on, plus redemption premium, if any, for the Refunded Obligations to tle Redemption
Date (tie "Redemption Price"), all in accordance with the form of notice of redemption prepared by tie
Escrow Agent and attached to He Escrow Agreement. The Refunded Obligations shall not bear interest
after tie Redemption Date.
(f) The Board is hereby authorized to enter into an escrow agreement, which is hereby
approved in the general form approved by the Board, with the Escrow Agent. The Escrow Agent is
authorized to take such steps as may be necessary or appropriate to purchase securities on behalf of the
Board and to create and fund the Escrow Fund contemplated by the Escrow Agreement through the use of
the proceeds of the Bonds and other lawfully available monies of the Board, and to use such monies to
redeem the Refunded Obligations on the Redemption Date.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1. Deposit and Uses of Bond Proceeds. (a) The proceeds received from the sale of
tie Bonds, together with oilier available funds, if ally, shall be applied as follows: (i) all amount shall be
deposited to tie Debt Service Reserve Fund or shall be used to purchase a Credit Agreement, wllicll
togetier wits tle amoulrt on deposit Herein, is equal to tie Debt Service Reserve Requirement; (ii) an
alnomrt, together with interest earrings Hereon, if ally, equal to the Redemption Price shall be deposited
ilrto the Escrow Fund for dle Refunded Obligations; and/or (iii) an anzowrt equal to the Cities' and tle
Board's costs of issuance of the Bonds will be deposited into tle Construction Fund.
Section 8.2. Payment of the Bonds. While any of the Bonds are outstanding and unpaid, He
Board shall make available to the Payuig AgentlRegistrar, out of the Debt Service Fund or the Debt
Service Reserve Fund, He amounts and at the times required by His Ordinance and He 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 Ordmiances and tlis Ordinance; the Cities will promptly pay or cause to be paid from Pledged
Revenues He principal of, interest on, and premium, if any, with respect to, each Bond on tie dates and at
the places and malmer prescribed in each Bond; and die Cities will, at the times and in He manner
prescribed by His Orduiance, deposit or cause to be deposited the amounts of money specked by the
Controllnig Ordiiallces and tlis Ordnance.
884010_8.DOC/DAL504/71008
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(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 Regarding Tax-Exemption. The Cities and the Board covenant to take
any acrion necessary to assure, or refrani from any acrion which would adversely affect, the treatment of
the Bonds as obligations described in secrion 103 of the Internal Revenue Code of 1986, as amended (the
"Code"), the nrterest on which is not uicludable ui the "gross income" of the holder for purposes of
federal 'income taxation. In furtherance thereof, the Cities and the Board 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, fmanced with the proceeds thereof will be owned by a governmental unit;
(c) that no part of the facilities, directly or indirectly, fmanced 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
terminal, (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, directly 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 fmanced 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" 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 properly (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 --
884010_B.DOC/DAL504/71008
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(i) proceeds of the Bonds invested for a reasonable temporary period, within the
meaning of Section 148 of the Code, of 90 days 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 price) of the Bonds;
(j) 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
azbitrage);
(k) to create and maintain a Rebate Fund, as required below, to pay to the United States of
America at least once during each flue-year period (begilulillg 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(fj
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 required 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 and the Boazd 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 (k) 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 and the Board 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 prior to the date of issuance of the Bonds. It is the
understanding of the Cities and the Board that the covenants contained in this Ordinance aze 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 and the Board 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 affect the exemption from federal
income taxation of interest on the Bonds under secrion 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 and the Board agree to comply with the additional requirements to the extent necessazy,
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 and the Board covenant that the property
constituting the projects financed or refinanced with the proceeds of the Bonds will not be sold or
884010_8.DOC/DAL504/71008
-28-
otherwise disposed in a transaction resulting in the receipt by the Cities or the Board of cash or other
compensation, unless the Cities and the Board obtain an opinion of nationally-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 and the Board 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. Bond Insurance and Credit Agreements. The Bonds may be offered with one or
more commitments for bond insurance provided by the Insurer or Insurers and the Debt Service Reserve
Requirement may be satisfied with the purchase of a Credit Agreement, with the bond insurance and/or
Credit Agreement to be evidenced by one or more of the then current legal forms of the Policy or Policies.
The Cities may sell one or more maturities of the Bonds based on such insurance but are not required to
obtaui bond insurance from another source if the Insurer does not honor or is mlable 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 maturities on the Closing Date or the Cities do not enter into a Credit Agreement to
fund the Debt Service Reserve Requirement as a result of issuing the Bonds, this Section shall be of no
force and effect. In accordance with the terms and conditions imposed by the Insurer or Insurers or Credit
Provider or Credit Providers, 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 or Credit
Provider to make payments under a Policy or Credit Agreement, each obligated Insurer or Credit Provider
and its designated agent shall be provided with access to the registration books relating to the Bonds. In
addition, each obligated Insurer or Credit Provider 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 or Credit
Agreement. Furthermore, notice of any payment default with respect to the Bonds shall be given
immediately by the Board to each Insurer or Credit Provider.
(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 and Credit Provider 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 and Credit Provider
by the Board periodically as follows:
(i) Annually, when available, the Airport budget as approved by the Ciries and the
annual audited fmancial 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 fmancial statements such
other statistical data concerning passenger statistics, landing weights and aircraft
operations as are compiled and made generally available by the Airport.
884010_8.DOC/DAL504/71008
-29-
ARTICLE IX
REPEAL, SEVERA~ILITY, ANTD EFFECTIVE DATE
Section 9.1. 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 remaui 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. Severability. If any Section, paragraph, clause or provision of this Ordinance
shall for ally 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 uivalid or mlenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause
or provision shall not affect airy 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 ilivalid and unenforceable.
Section 9.3. Effective Date. This Ordinance, when duly passed by both Cities, shall be in full
force and effect.
(Execution Pages Follow)
884010_8.DOC/DAL504/71008
-30-
APPROVED AND ADOPTED BY TDE DALLAS CITY COUNCIL TIiI5 FEIBRUARY 8, 2006
APPROVED AS TO FORM:
~,'w5
` ~-
_._r_-
City torney,
Cit of Dallas, Texas
PASSED BY TI3E FORT WORTR CITY COUNCIL TIIIS FEBRUARY 7, 2006
Mayor, City of Fort Wc~i, Texas
[Seal]
ATTEST:
City Secretary,
City of Fort Worth, Texas
AS TO FORIVI AND LEGALITY:
City Attorney,
City of Fort W
SCIEDULE I
SCHEDULE OF REFUNDED OBLIGATIONS
Maturities
Original Issue Original Issue Amount to be to be Redemption
Series Date Amount Refunded Refunded Date
Dallas-Fort Worth 08/17/1994 $209,460,000 $16,020,000 2006 May 1, 2006*
Regional Airport 16,660,000 2007
Joint Revenue 22,520,000 2008
Refunding Bonds, 23,700,000 2009
Series 1994A 25,145,000 2010
26,670,000 2011
28,175,000 2012
Dallas-Fort Worth 08/03/1995 $182,155,000 $6,2s0,000 2006 May 1, 2006*
Regional Airport 6,s70,000 2007
Joint Revenue 6,880,000 2008
Refunding Bonds, 7,380,000 2009
Series 1995 7,570,000 2010
8,oss,ooo 2011
8,32s,000 2012
99,610,000 2015
*Or such other date as shall be specified in the Officers Pricing Certificate.
Redemption
Price
100%
100%
884010_8.DOC/DAL504/71008
Schedule I
EXHIBIT A
F®RM ®F UNDERWRITING AGREEMENT
A-1
EXHIBIT B
NOTICE OF REDEMPTION
[Attached to Escrow Agreement]
B-1
EXHIBIT C
CREDIT AGREEMENT PARAMETERS
Terms not defined herein shall have the meanings set forth in the Controlling Ordinances. To the
extent the Authorized Officers deternune to fund the Debt Service Reserve Requirement with a
Policy, such Policy will have the following parameters:
• Payments pursuant to the Credit Agreement relating to the Policy (the "Credit
Agreement") will be made only from Pledged Revenues and Pledged Funds, although
as provided in Section 1.5(a)(iii), the Policy shall not create a Parity Credit
Agreement Obligation.
• The maximum amount the Policy will be insuring is the total incremental Debt
Service Reserve Requirement attributable to the Bonds.
• The execution of the Credit Agreement must not result in or cause the then underlying
credit rating on the Obligations to be lowered or withdrawn by a majority of the credit
rating agencies.
• 'The Policy must provide for either (i) the payment of the principal of and interest on
the Obligations when due or (ii) the replenishment of the Debt Service Reserve Fund
as and when draws are made against it.
• The Credit Agreement will be in effect for so long as the Cities and/or the Board
owes the Credit Provider that issued the Policy (the "Credit Provider") amounts
representing repayment of draws and the interest thereon ("Policy Costs").
• The right and- obligations of the Cities and the Board under the Credit Agreement
shall be governed by Texas law.
• The Cities and/or the Board shall pay a rate of interest accruing on Policy Costs
outstanding that is no greater than the highest rate permitted by law.
• A default under the Credit Agreement shall not entitle the Credit Provider to
accelerate the Bonds or any other Outstanding Obligations.
C-1
EXHIBIT D
FORM OF PRELIMINARY OFFICIAL STATEMENT
D-1
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, the
attached and following copy of said Ordinance is hereby certified to be a true and correct copy of
an official copy thereof on file among the official records of the City, and the above listed
persons are hereby certified to be the incumbent officers and members of the City Council as
stated, and such Ordinance has not been modified, amended or repealed and is in full force and
effect on and as of this Februarys 2006.
[SEAL]
DAL504l7I008
Dallas1069865_I .DOC
2
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT, the
attached and following copy of said Ordinance is hereby certified to be a true and correct copy of
an official copy thereof on file among the official records of the City, and the above listed
persons are hereby certified to be the incumbent officers and members of the City Council as
stated, and such Ordinance has not been mo ified, amended or repealed and is in full force and
effect on and as of this ~ G~ uL. l a. Z oG
C' Secretary,
City of Fort Worth, Texas
[SEAL]
aA[szan 1 oos
Fort Worth106988D_1.DOC
2