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HomeMy WebLinkAboutOrdinance 20674-03-2013 THE STATE OF TEXAS COUNTIES OF TARRANT, DENTON, PARKER AND WISE CITY OF FORT WORTH On the 351Kday of March, 2013, the City Council of the City of Fort Worth, Texas, met in regular, open, public meeting in the City Council Chamber in the City Hall, and roll was called of the duly constituted members of the City Council, to-wit: Betsy Price, Mayor Salvador Espino, W.B. "Zim" Zimmerman Danny Scarth, Frank Moss, Jungus Jordan,— AbS Councilmembers, Dennis Shingleton, Kelly Allen Gray, Joel Burns, Tom Higgins, City Manager, Sarah Fullenwider, City Attorney, Mary J. Kayser, City Secretary, Horatio RQ#0r-'- cr thus constituting a quorum present; and after the City Council had transacted certain business, the following business was transacted, to-wit: Councilmember introduced an ordinance and moved its passage. The motion S was seconded by Councilmember The Ordinance was read by the �C,ity Secretary. The e motion, carrying with it the passage of the ordinance prevailed by a vote of YEAS, L)NAYS. The ordinance as passed is as follows: �� � k ORDINANCE NK]�0 7 ~"_ ` - 2013 AN ORDINANCE approving and authorizing the issuance bythe City ofFort Worth Texas of its Water and Sewer System Direct Purchase Notes, Series WF, in an aggregate principal amount at any one time outstanding not to exceed$100,000,000, tn provide interim finoncingto pay Project Costs for Eligible Projects; uutb*ciaing the execution and delivery ofanote purchase agreement io connection with the issuance, su\c and delivery of Direct Purchase Notes; approving and authorizing certain authorized officers and employees to act ou behalf of the City iu the selling and delivery of Direct Purchase Notes, vviddu the UnmiLu1ioua and ycouoduzoa specified herein;making certain covenants and agreements io connection therewith; resolving other matters incident and related to the issuance, sale, security and delivery of Direct Purchase Notes, including the appointment o[u Paying Aucoiaod approval o[a Paying /\uoo1Aurecnnco|; uudprovidimguooffectivcdu|n. THE STATE OF TEXAS � COUNTIES OFIARRANT, DENT8N, PARKER AND WISE � CITY OF FORT WORTH � WHEREAS, the City of Fort Worth, 7oxuu (the "City" or the "Issuer") is u home-rule municipality, acting uu such under the Constitution and laws ofthe State of Texas,has upopulation in excess of 50,000, and has outstanding long-term iodsbtodmcaa that is rated by nationally recognized rating agency for cuuoiuipu) accuddoa in one of the four bieboat rating categories for long-term obligations; and WHEREAS, the City currently has outstanding three classes o[obligations supported bnn pledge of and lien om the net revenues of the City's combined water and sewer system(the"Systoox"), the first such class being revenue bonds and other obligations issued or incurred by the City under the terms of the Master fleouluboo (bcroiuuftcr defined) and u Supplement (hereinafter defined) payable from and secured hya first lien oo and pledge o[the net revenues of the System(hereinafter defined as the"Prior Lien Obligations");the second such class being revenue bonds secured by a lien on and pledge o[the net revenues of the System subordinate 10 the pledge nu and lien oo the net ruvcuuca oocmtu& the Prior Lien Obligations, and other obligations issued hereafter (hereinafter defined as the "Subordinate Lien Bonds"); and the third such class being certificates of obligation payable from and secured by ad valorem taxes and a subordinate lien on and limited pledge of the S}m1uzu's net revenues (hereinafter defined as the "Subordinate l.iso Obligations"); and WHEREAS,the City Council hereby finds that the adoption of this Ordinance is necessary to enable the City to(i)establish a procedure to issue short-term notes to provide interim financing for improvements and extensions to the System, (ii) to establish that such notes will be secured, in accordance with the terms of this Ordinance, by a lien on and pledge of Net Revenues subordinate only to the lien on and pledge of Net Revenues securing the Prior Lien Obligations, as further described herein, (iii) establish a Maximum Maturity Date to issue notes under the terms of this Ordinance,and(iv)set forth such conditions as to permit the issuance of the notes authorized by this Ordinance; and WHEREAS, the notes authorized to be issued pursuant to this Ordinance are intended to be retired through the issuance of revenue bonds by the City; and WHEREAS,the City Council hereby finds and determines that the issuance of notes,subject to the terms,conditions and limitations hereinafter prescribed,should be approved and authorized at this time; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: ARTICLE I DEFINITIONS Section 1.01.Definitions. Unless the context shall indicate a contrary meaning or intent,the terms below defined,for all purposes of this ordinance or any ordinance amendatory or supplemental hereto, shall be construed, are used and are intended to have the following meanings, to-wit: "Act" shall mean Chapter 1371 and Chapter 1502, Texas Government Code. "Agreement" or "Note Purchase Agreement" shall mean the Note Purchase Agreement approved and authorized to be entered into by Section 3.03 hereof,as from time to time amended or supplemented. "Attorney General" shall mean the Attorney General of the State of Texas. "Authorized Denomination"shall mean$250,000 and integral multiples of$5,000 in excess of$250,000. "Authorized Representative"shall mean one or more of the following officers or employees of the City,acting in concert or individually,to-wit: the Mayor,the City Manager,any Assistant City Manager, the Chief Financial Officer of the City, the Director of Finance, or such other officer or employee of the City designated in writing by the City Manager, and approved by the City Council, to act as an Authorized Representative. 2 "Baudk'shall mean Wells Fargo Bank,National or any subsequent or succeeding party to the Agreement. "Bond Counsel"shall mean an attorney or firrn of attorneys which are nationally recogluzed as having expertise in the practice of tax-exempt municipal finance law, as approved by the City. McCall,Parkhurst&:ffortooI..I..P. xodKc}]yf{art&Hallman l.L9,have been selected hy the City to serve 4m Bond Counsel with respect to the issuance ofDirect Purchase Notes under this Ordinance. "Business Day"shall mean any day(a)when banks are not authorized to be closed in the City and(b)when banks nr the New York Stock Exchange are not authorized tube closed in the State of New York. "City" nr"Iooucr" shall mean the City of Fort Worth, Texas. "City Council" shall mean the governing body of the City. "Code" shall mean the Internal Revenue Code ofl98h, usamended. "Conupb.o||or'' shall mean the Comptroller of Public Accounts uf the State ofTexas "Construction Fund" sbuU conuo the fund sodesignated in Section 2.10 hereof "Designated Office" shall mean the corporate trust office uf the Paying}\gooLvvbon:Direct Purchase Notes must bc presented and delivered for receipt of payment of the principal amount thereof. "Direct Purchase Note"shall mean a note issued pursuant to the provisions of this Ordinance, having the terms and characteristics specified ioSection 2.O3 hereof and io the form described in Exhibit Atn this Ordinance. "DIC" obu)l nneuu The Depository Trust Company or any substitute securities depository appointed pursuant to this Ordinance, nr any nominee thereof "DTC Participant"shall mean a member of,or the participant in,DTC that wi]I act on behalf oyuHolder. "Eligible Investments" shall mean any or all of the authorized investments described in the Public Funds Investment Act of 1987,Chapter 2256,Texas Government Code,which the City may puonbuoe and sell and in which it may invest its funds and funds under its control, to the extent authorized hy the City's investment policy uo eligible investments. "Eligible Project" mhalinoeaodhouuguisib000roonsbnodonofinnpnuvemoub` uddibooaor extensions to the System,including capital assets and facilities incident and related to the operation, maintenance and administration thereof, all as provided in the Act or Chapter 1502, Texas Government Code. "Fiscal Year" shall mean any consecutive twelve-month period declared by the City as its fiscal year, which currently runs from October 1 through September 30. "Gross Revenues" shall have the meaning given said term in the Master Ordinance. "Holder" or"Noteholder"shall mean any person, firm, association,or corporation who is in possession of any Direct Purchase Note drawn,issued or endorsed to such person, firm,association or corporation or to the order of such person, firm, association or corporation, as reflected on the Registration Books. "Master Note" shall mean the "Master Note" as defined in Section 2.05 hereof. "Master Ordinance" shall mean the"Master Ordinance Establishing the City of Fort Worth, Texas Water and Sewer System Revenue Financing Program" adopted on December 10, 1991. "Maximum Interest Rate" shall mean a "net effective interest rate" (as defined in, and calculated in accordance with, the provisions of Chapter 1204, Texas Government Code) of 15%. "Maximum Maturity Date" shall mean twenty years following the date of passage of this Ordinance. "MSRB" shall mean the Municipal Securities Rulemaking Board. "Net Revenues" shall have the meaning given said term in the Master Ordinance. "Note" or "Notes" shall mean the evidences of indebtedness authorized to be issued and at any time Outstanding pursuant to this Ordinance and shall include the Direct Purchase Notes. "Note Payment Fund" shall mean the fund so designated in Section 2.08 hereof. "Outstanding"means when used with respect to the Direct Purchase Notes,as of the date of determination, all Direct Purchase Notes theretofore delivered under this Ordinance, except: (1) Direct Purchase Notes theretofore canceled and delivered to the City or delivered to the Issuing and Paying Agent for cancellation; (2) Direct Purchase Notes deemed paid pursuant to the provisions of Chapter 1207, Texas Government Code; and 4 (3) Direct Purchase Notes upon transfer, or in exchange for or in lieu, of which other Direct Purchase Notes have been authenticated and delivered pursuant to this Ordinance; provided, that in determining whether the Holders of the requisite principal amount of Outstanding Direct Purchase Notes have given any request,demand, authorization,direction, notice,consent,or waiver hereunder. "Outstanding Prior Lien Bonds" shall mean the outstanding and unpaid bonds of the following series, to-wit:the City of Fort Worth,Texas Water and Sewer System Revenue Refunding Bonds, Series 2003A, Series 2005A, Series 2008, Series 2010 and Series 2012; the City of Fort Worth,Texas Water and Sewer System Revenue Refunding and Improvement Bonds,Series 2003, Series 2005 and Series 2011; and the City of Fort Worth, Texas Water and Sewer System Revenue Bonds, Series 2007, Series 2009, Series 2010A, Series 20 1 OB and Series 2010C. "Paying Agent", "Paying Agent/Registrar" or "Registrar" shall mean the agent the appointment of which is confirmed pursuant to Section 2.02 hereof,or any successor to such agent. "Paying Agent Agreement"shall mean the agreement approved and authorized to be entered into by Section 3.04 hereof, as from time to time amended or supplemented. "Pledged Revenues" shall have the meaning given said term in the Master Ordinance. "Prior Lien Obligations" shall mean collectively the Outstanding Prior Lien Bonds and any obligations hereafter issued or incurred as provided in Section 4.15 hereof. "Project Costs" shall mean all costs and expenses incurred in relation to Eligible Projects, including,without limitation,design,planning,engineering and legal costs,acquisition costs of land, interests in land, nights-of-way and easements, construction costs, costs of machinery, equipment, and other capital assets incident and related to the operation, maintenance, and administration of an Eligible Project,financing costs,including interest during construction and thereafter,underwriter's discount and/or fees for legal,financial, and other professional services,and reimbursement for such Project Costs attributable to Eligible Projects incurred prior to the issuance of any Direct Purchase Notes. "Registration-Books" shall have the meaning given said term in Section 2.02 hereof. "Regulations" shall mean the regulations of the United States Department of the Treasury promulgated under the Code or, if applicable, the Internal Revenue Code of 1954. "Rule" shall mean Rule 15c2-12, promulgated by the SEC. "SEC" shall mean the United States Securities and Exchange Commission. 5 "Subordinate Lien Bonds" shall mean the outstanding and unpaid bonds of the following series, to-wit: the City of Fort Worth, Texas Water and Sewer System Subordinate Lien Revenue Bonds, Series 2005, Series 2005A, Series 2005B, Series 2007A and Series 2007B. "Subordinate Lien Obligations" shall mean the outstanding and unpaid obligations of the following series, to-wit: the City of Fort Worth, Texas Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2007, Series 2008 and Series 2009; and the City of Fort Worth,Texas Combination Tax and Revenue Certificates of Obligation,Taxable Series 2005,Series 2005A, Series 2010A, and Series 2012. "Subordinated Obligations" shall mean any bonds, notes, or other obligations issued or contractual obligations incurred pursuant to law(including,without limitation,the Subordinate Lien Bonds and the Subordinate Lien Obligations)payable in whole or in part from the Pledged Revenues and subordinate in priority and payment to the Prior Lien Obligations and the Direct Purchase Notes. "Supplement" shall have the meaning given said term in the Master Ordinance. "System" shall have the meaning given said term in the Master Ordinance. Section 1.02.Construction of Terms Utilized in this Ordinance. If appropriate in the context of this Ordinance,words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular,and words of the masculine,feminine or neuter gender shall be considered to include the other genders. For all purposes of this Ordinance, unless the context requires otherwise,all references to designated Sections and other subdivisions are to the Sections and other subdivisions of this Ordinance. The words "herein", "hereof' and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. References to any named person means that party and its successors and assigns. References to any constitutional, statutory or regulatory provision means such provision as it exists on the date this Ordinance is adopted by the City and any future amendments thereto or successor provisions thereof. Certain terms not defined herein shall have the meaning given said terms in the Note Purchase Agreement. ARTICLE II AUTHORIZATION OF NOTES Section 2.01. General Authorization. Pursuant to authority conferred by and in accordance with the provisions of the Constitution and laws of the State of Texas, particularly the Act, Direct Purchase Notes shall be and are hereby authorized to be issued in an aggregate principal amount not to exceed ONE HUNDRED MILLION DOLLARS ($100,000,000)at anyone time Outstanding for the purpose of financing Project Costs of Eligible Projects, and to refinance, renew or refund 6 Direct Purchase Notes, Prior IJou Obligations, or Subordinated Obligations, including interest thereon,all im accordance with and subject to the terms,conditions and limitations contained herein and the Note Purchase ��c000 �o L. For purposes o f this Section 2.01, any portion ofOutstanding Direct Purchase Y4ohos to be paid from money on deposit in the Note Payment Fund held by the Paying Agent on the day of calculation and from the available proceeds of Direct Purchase Notes, Prior Lien Obligations or Subordinated Obligations or other obligations of the City issued on the day of calculation shall not be considered Outstanding. The authority to issue Z)inoot Purchase Notes from time to time under the provisions oftbiu [)rdiuuuoc shall, auhicot to the tenmm of the Note Purchase Agreemucot, exist until the Maximum Maturity Date, rcgozdl000 mf whether prior tothe Maximum Maturity Date there are at any time ooDirect Purchase Notes Outstanding. Anything to the contrary herein notwithstanding,Direct Purchase Notes may not bcissued tmrcfinuoco0rrefund Prior Lien Obligations or Subordinated Obligations without the prior written approval of the City Council and the Bank. Anything in this Ordinance to the ono1rury onbvdbotuudiog, in coonoobno with the refinancing or refunding of Direct Pun:h000 Notes, Prior Lien Obligations, and Subordinated Obligations, including interest thereon, such Direct Purchase Notes, Prior Lien Obligations, Subordinated Obligations and other authorized nhligudnoo of the 3yotszu shall qualify as "obligations", as such 1emu is defined iu the Act, at the time any such refinancing or refunding occurs. Further, any such refunding or refinancing, other than aoimu|tuuonue refunding, of Direct Purchase Notes,Prior Lien Obligations,or Subordinated Obligations, to the extent then required by applicable law,shall be by means of a gross defeasance established at the time of the issuance nfthe refunding Direct Purchase Notes,and the selection of Direct Purchase Notes,Prior Lien Obligations, or Subordinated Obligations to be so coGundoj or refinanced ehuU he made in the manner as determined by the City Council and approved io writing by the Bank. Section 2.02. . Subject to the Ucoituboou contained herein,Direct Purchase Notes herein authorized shall be dated as of their date of issuance(the"Note Date"),as determined by an Authonized Representative;shall bear interest at such rate or rates and in the manner set forth iothe Agreement(but bunn event,subject tothe terms of the Agreement,ioany case to exceed the Maximum Interest Rate)as may be determined by an Authorized Representative, and all Direct Puzcbumc Notes authorized herein shall cuu|uro (i) on or prior to the Maximum Maturity Date and (ii) no later than the cnuxicoucu term poonitted under the terms of the Note Purchase Agreement. Direct Purchase Notes issued hereunder may contain terms and provisions for the redemption or prepayment thereof prior to maturity, subject to any applicable \iroitudooa contained herein, as shall be determined byuu Authorized Representative, Subject to applicable te000' limitations and procedures contained herein, Direct Purchase Notes may be sold to the Bank at par or at such discount(within the interest rate restrictions provided herein) ayuof\utbonizcd Representative shall approve ot the time o[the sale thereof lJoJcom otbcnviac directed by the E\uok, the Direct Purchase Notes shall be issued iu definitive,certificated form registered no1hcoameof the [older thereof oras otherwise directed hy 7 the Holder, without coupons. Except as otherwise provided io the Note Purchase Agreement, the principal of and interest oo the Direct PuzohasnNotco shall be payable io lawful money of the United States o[America,without exchange or collection charges to the Holder of the Direct Purchase Note; the principal thereof to be payable upon presentation and surrender of the Direct Purchase Note u1the Designated ]tfioeof the P an ng Agent an d interest tbe�oou to be payable to the Holder thereof,either (i) by check sent by United States nouiL first-class postage prepaid, to the address of the f{o)duc appearing on the Registration oo k so fthe City maintained b the meglsb�aror (1 ) b ysuch other nuedbud, acceptable to the Paying/\goot` requested hy the Holder, The selection and appointment of0OKF,I4}\dbmBank of Texas,to serve osPaying Agent, Paying Agent/Registrar and Re isbrazfbcUhe[)iroot Purchase Notes is hereby oonfinned and the City uovuuuuto and ogroon to keep and maintain with the Registrar ut its Designated Office books and records(the"Registration Books")for the registration,payment,transfer and exchange of the Direct Pun:boue Notes, all as provided herein and in such reasonable rules and regulations as the Registrar cuuyProonribu. The City covenants tn maintain and provide a Registrar ataUbruesvvbilctbe[)iroxt Purchase Notes are Outstanding,which shall be a national or state banking association or corporation or trust company organized and doing business under the laws of the United States of America or of any state and authorized under such laws to exercise trust powers,having a combined capital stock, surplus and undivided profits aggregating at least $50,000`000. Should acbuogu in the Paying Agent/Registrar for the Direct Purchase Notes occur, the City agrees to promptly cause uvvritteo notice thereof toho(i)sent to each Holder o[the Direct Purchase Notes then Outstanding byUnited States couU, firmt-o|mmm postage prepaid and (ii) published in x financial newspaper or nuo`o\ of general circulation in The City of New York,New York,once during each calendar week for at least two calendar weeks;provided,however,the publication of such notice shall not be required if notice is sooL to each Holder of the Direct Purnbumn Notes. Such omdoo shall give the uddzcmo of the successor Paying Agent/Registrar. A successor Paying/\&eobqRe ixtrurmuuyhouppoiuLcdbydheCity without the consent of the Holders. &copy of the Registration Boobsandanychaugotbcre1oshu\}boprovidodtotbeCitybydxc Paying Agent/Registrar,by means of telecommunications equipment or such other means uo may bc mutually agreeable thereto,within two Business Days of the opening of such Registration Books or any change therein, ua the case may be. The City and the Paying Agent/Registrar shall treat the Holder thereof an the absolute owner o{any Direct Purchase Note for the purpose of receiving payment thereof and for all purposes, and the City and the Paying Agent/Registrar shall not be affected by any notice or knowledge to the contrary. If requested by the Bank,and an Authorized Representative deten-nines that it is possible and desirable to provide for u book-entry only system o[Direct Purchase Note registration vvidhDT[, such Authorized BLopn:ncotutivo, uodug for and on behalf of the City' is bnncby authorized to approve, cxocute, and deliver u Letter of Representations to DTC and to enter into such other ugroononots and execute such iuoboroeotm as are necessary to implement such book-entry only aymtcmn, such approval iobc conclusively evidenced bythe execution thereof bysaid Authorized Representative. In the event such book-entry only system is implemented, the ownership of the 8 Direct Purchase Notes shall be registered io the name nf Cede&Co.,as nominee ofDTC'which will serve um the securities depository forLbcDiruct Purchase Notes. Tborouftcr,ownership ofbeneficial iniczusb in the Direct Purchase Notes shall be ahVnmn hv book-entry oo the system maintained and operated byI)TC and DTCParticipants, and transfers of ownership o[beneficial interests shall be made only by DTC and the DTC Participants by book-entry,and the City and the Issuing and Paying Agent mbaU have no responsibility therefor. OTC will be required to nnuiutuiu records of the positions o[the DTC participants in the Direct Purchase Notes, and the I>TC Participants and persons acting through the DTC participants will be required to maintain records of the purchasers of beneficial interests iu the Direct Purchase Notes. During unyperiod when u book-entry only system is in effect, except as provided above in this paragraph, the Direct Purchase Notes abui not be transferable urexchangeable, except for transfer to another oecoddea depository octo amdbcr nominee ofu securities depository. With respect to Direct Purchase Notes registered iu the name ofI)7C*r its nominee,neither the City nor the Paying/\gentmhaUbaveuuynoupousibJitvurub)igu1ioutoonyD?C Participant orLu any person on n/bomo behalf IJTC Participant bn\du an interest in the Direct Purubuoo Notes. Without limiting the immediately preceding sentence, neither the City nor the Paying Agent obuU have any responsibility or obligation with respect to (1) the accuracy of the records ofD7Corany DTC Participant niLbrespcct to any ownership interest in the Direct Purchase Notes,(iU the delivery to uuyD7[ Participant or any other person, other than aregistered owner ofthe Direct Purchase Notes,as shown on the Registration Books,of any notice with respect to the Direct Purchase Notes, including any notice of redemption, and (iii) the payment to auyI)TC Participant oz any other person, other than u registered owner of the Direct Purchase Notes, as shown in the Registration Books, of any amount with respect to principal ofor interest oo the Direct Purchase Notes. Whenever,during the term of the Direct Purchase Notes, the beneficial ownership thereof is dct000iuod by u honk entry at 0TC, the requirements in this Ordinance of holding, registering, delivering, exchanging, or transferring the Direct Purchase Notes shall be deemed cuodifiod to require the appropriate person or entity tnmeet the requirements of[>1[Camto holding,registering, delivering, ozo b uugi og, or transferring tb book-entry to produce th e sunc effect. Either the City or DTC may determine to discontinue the book-entry only system and in such case,unless a new book-entry only system is put in place,physical certificates in the form described iu Section 2.84 shall be provided to the beneficial owners thereof If at any time, DI`C oeumea to hold the Direct Purchase Notes, all references herein b` [)TC shall bonfuo further force oreffect. Whenever the beneficial ownership of the Direct Purchase Notes io determined byu book- entry utDTC, delivery of Direct Purchase Notes for payment uL maturity shall be made pursuant to D7C'opuyoco t procedures i u effect fi oo d nc b/time uo dth C7C Participants uhol]bauaod payment to beneficial owners whose Direct Purchase Notes have matured. Neither the City nor the Paying Agent is not responsible for transfer of payment tw the Z>TC Participants ur beneficial owners. 8m#bon 2,03.Direct Purchase Notes. Under and pursuant tm the authority granted hereby and auhicot to the \iooitodooa contained bccoio` Direct yurubuae Notes to be dcoiguuLod '`CKky of Fort y Texas Water and Sewer System Direct Purchase Notes, Series WF" are hereby authorized to be issued and sold and delivered from time to time iusuch principal amounts as detennined by an Authorized Representative in Authorized Denominations,numbered in ascending consecutive numerical order io the order of their issuance and io mature and become due and payable on such dates as an Authorized Representative xbu}\ determine at the time of sale; provided, however,that noDirect Purchase Note shall(U mature after the Maximum Maturity Date nr(ii)have u maturity in sxneuo of the zuuxiruoco term permitted under the toono of the Note 9uzcbonc Agreement. Interest on Direct Purchase Notes shall be payable on the dates and in the manner set forth in the Note Purchase Ag7ecnucot. Section 2.04. Form of Direct Purchase Notes. The Direct Purchase Notes,the Registration Ccdifinute*f the Comptroller and the Certificate of Authentication to appear no each of the Direct Purchase Notes shall be substantially in the forms set forth in Exhibit A to this Ordinance,with such appropriate insertions,omissions, substitutions and other variations as are permitted or required by this Oojiouucu, and the Direct Purchase Notes may have such letters, numbers or other marks of idondfino1ioo (including identifying numbers and letters n[the Committee nuOoifonn Securities Identification Procedures of the American Bankers Association)and such legends and endorsements thereon as may, consistently herewith, be approved by an Authorized Representative. The Direct Purchase Notes shall be pninted, lithographed,or engraved or produced in any other similar manner, or typewritten, all as determined and approved by an Authorized Representative. If Direct Purchase Notes are issued in book-entry only fhou pursuant 10 Section 2.02,(i)no physical Direct Purchase Note certificates will be delivered to DTC and(ii)the City will execute and deliver to the Paying Agent, as custodian for DT[, u nuuatnc note relating to the Direct Purchase Notes (tbo "Master Note") in substantially the fhou set forth in Exhibit B. The bbon of Direct Purchase Note as prescribed in Exhibit A abul| be attached to the Master Note, and it is hereby declared that the provisions of the Direct Purchase Not* as prescribed in Exhibit A uhuK be incorporated into and shall bou part nf the Master Note for all purposes of this Ordinance. It is further provided that this Ordinance and the tbrn of Direct Purchase Note prescribed in Exhibit shall constitute the "underlying rornndo" referred to in the Muo1or Note. Notwithstanding the provisions ofSection 2.05, the Master Note shall bt executed oo behalf of the City by the manual signature o[the City Manager. Section 2.05. . The Notes (other than the Master Note) shall be executed oo behalf ofthe City bythe Mayor,attested hy the City Secretary under its seal reproduced or impressed thereon, and approved as to form and legality by the City Attorney, all as provided in 8CxhihKtA. The signatures of said officers on the Direct Purchase Notes maybe manual or facsimile. Direct Purchase Notes bearing the manual orfacsimile signatures of individuals who are orwere the proper officers of the City oo the date of passage of this Ordinance shall be deemed tobcduly executed on behalf of the City,notwithstanding that such individuals or either of them shall cease to hold such offices ut the time oy the initial sale and delivery ofDirect Puzubuoe Notes authorized tobe issued hereunder or at the time Direct Purchase Notes are delivered in subsequent sales, exchanges and transfers, all as authorized and provided in Chapter 1201, Texas Government Code. No Direct Purchase Note shall be entitled to any night ocbenefit under this Ordinance,or be valid orobligatory for any purpose, unless there appears onsuch Direct Purchase Note either u registration certificate executed by the Comptroller Vraoertifioateo[authentication executed by the Paying Agent/Registrar uo the case may be,by manual signature,or, in the case of the Master Note, the Paying Agent/Registrar has executed the Master Note, and tbe execution of any Direct Purchase Note by the Paying Ageut/RngintmzabuUbncooc|usivenvideoco, 00dtbuoolyevideuce' tbotauch Direct Purchase Note has been duly certified or registered and delivered. Section 2.06. Notes Mutilated, Lost, Destroyed or Stolen. If any Note ebaU b000zuc mutilated, the City, ut the expense of the Holder ofsaid Note,shall execute and deliver u new Note of like tenor and number in exchange and substitution for the Note so mutilated, but only upon surrender to the City o[the Note oomutilated. If any Note shall bu lost,destroyed or stolen,evidence of such loss,destruction or theft may be submitted to the City and,if such evidence be satisfactory to d and indemnity satisfactory toit shall bu given,the City, a1 the expense of the owner,shall execute and deliver a new Note o{like tenor io lieu nf and io substitution for the Note oo lost,destroyed mr stolen. Neither the City nor the Paying Agent/Registrar shall be required to treat both the original Note and any duplicate Note as being Outstanding for the purpose ofdotoomiuing the principal amount ofNotes vvbioh may be issued hereunder,but both the original and the duplicate Note shall bo treated uo one and the same. Section 2.07. Negotiability,Registration and Exchangeabili . The Notes issued hereunder shall be,and shall have all of the qualities and incidents of,a negotiable instrument under the laws of the State of Texas,and each successive holder, in accepting any of the Notes,shall be conclusively deemed tohave agreed that such Notes shall bc and have all of the qualities and incidents ofu negotiable instrument under the laws of the State ufTexas. The Registration Booksre|odogtotbeccginbuiioo,pu}nonotuodiruouferorexobuogco[tbe Direct Purchase Notes shall ut all times be kept and maintained by the City at the Designated Office nf the Registrar, and the Registrar sbaU obtain, record and maintain in the Registration Books the name and address of the Bank pursuant to the provisions of this Ordinance,and the Registrar further shall provide such information iu the City va described ioSection 2.02 hereof Any Direct Purchase Note may, in accordance with its tcznua and the terms hereof, be transferred or exchanged in accordance with the terms nf the Note Purchase Agreement for Direct Purchase Notes of like tenor and character and of Authorized Denominations upon the Registration lBooboby the Holder inperson or by the duly authorized agent of the Holder, upon surrender of such Direct Purchase Note to the Registrar for cancellation, accompanied by a written instrui-nent of transfer or request for exchange duly executed by the Holder or by his duly authorized ugcnd` in /bon satisfactory to the Registrar. Upon surrender for transfer o[any Direct Purchase Note at the Designated ()fbuo of the Registrar, the Registrar obn1l register and deliver, in the 000ue of the designated transferee or transferees,one or more new Direct Purchase Notes executed on behalf of,and furnished by,the City of like tenor and character and of Authorized Denominations and having the same maturity,bearing interest at the same rate or rates and of a like aggregate principal amount as the Direct Purchase Note or Direct Purchase Notes surrendered for transfer. Direct Purchase Notes may ho exchanged for other Direct Purchase Notes of like tenor and character and of Authorized Denominations and having the same maturity,bearing the same rate or rates of interest and of like aggregate principal amount as the Direct Purchase Notes surrendered for exchange, upon surrender nf the Direct Purchase Notes tobo exchanged a1the Designated (]ffico of the Registrar. Whenever any Direct Purchase Notes are so surrendered for exchange, the Registrar mbuO register and deliver new Direct Purchase Notes of like tenor and character as the Direct Purchase Notes exchanged,executed on behalf of,and furnished by,the City to the Holder requesting the exchange. The City and the Registrar rnuyoburge|be0Vlderusomuuffioieottornioubur@eibozufocuoy expenses incurred io making any exchange or transfer after the first such exchange ortransfer. The Registrar oc the City may also require payment from the Holder ofu sum sufficient 10 cover any tax, fee or other governmental obnrgo that may be imposed in relation thereto. Such obu/goo and expenses shall be paid before any such new Direct Purchase Note shall be delivered. Now Direct Purchase Notes delivered upon any tcuosb:r or exchange mbu|\ be valid obligations of the City, evidencing the same debt aa the Direct Purchase Notes surrendered,shall hn secured by this Ordinance and shall be entitled to all of the security and benefits hereof tn the same extent us the Direct Purchase Notes surrendered. The City reserves the right Lochange the above registration uodbraos{erubiUtypnoviniousn{ the Direct Purobuou Notes at any time onorprior to the delivery thereof in order to comply with upp1icuh)o iu*vm and regulations of the United States in effect a1 the time Of issuance thereof 8modon 2.08,Note PaMent Fund. The City Council hereby creates and establishes with the Paying Agent a separate and special fund to be designated as the "City of Fort Worth, Texas Water and Sewer System Series WF Note Payment Fund" (the"Note Payment Fund").Moneys on deposit in the Note 9u}nncnt Fund shall be used to pay principal of and interest on Direct Purchase Notes at the respective interest payment and maturity dates of each issue thereof as provided herein. Pending the expenditure of moneys in the Note Payment Fund for authorized purposes, moneys deposited iuthe Note Pu}noeut Fund may bo invested ut the direction of the Chief Financial Officer of the City or the designee thereof in Eligible Investments. Any income received from such investments shall hc credited k> the Note Payment Fund. Seobmm 2'09. Pledge, PaMents. The Notes are obligations of the City payable from and secured solely by the sources pledged therefor pursuant to this Ordinance. The City agrees tomake payments into the Note Payment Fund at such times and in such amounts as are necessary to provide for the full payment of the principal V{and the interest oothe Notes when due. ?o provide security for the payment ofthe principal of and interest ou the Notes and any other amounts due under the Agreement as the same shall become due and payable,there is hereby granted a lien on and pledge o[ subject only 0o the provisions of this Ordinance permitting the application thereof for purposes and on the terms and conditions set fbdb bncsio, (i) the proceeds from(a)the sale of Prior Lien Obligations or Subordinated Obligations issued for such purpose and (b)the sale of other Notes issued pursuant to this Ordinance for such purpose,(ii)Pledged Revenues, as further described below, (iii) the amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes,and(iv)the amounts remaining on deposit in the Note Construction Fund after the payment of all Project Costs, and it is hereby resolved and declared that the principal of and interest on the Notes and any other amounts due under the Agreement shall be and are hereby equally and ratably secured by and payable from a lien on and pledge of the sources hereinabove identified in clauses (i), (ii), (iii) and (iv) subject and subordinate only to the exceptions noted in the next succeeding paragraph of this Ordinance. The lien on and pledge of Pledged Revenues securing the payment of the principal of and interest on the Notes is and shall be subordinate only to the lien on and pledge of Pledged Revenues securing the Prior Lien Obligations. The Direct Purchase Notes are "System Obligations", as such term is defined in the ordinances authorizing the issuance of the Subordinate Lien Bonds. The foregoing notwithstanding,the City Council finds that the City does not reasonably anticipate that it will pay the principal of the Direct Purchase Note from Pledged Revenues, and it is the intent of the City to pay principal on maturing Direct Purchase Notes from proceeds of obligations described in clause (i) in the preceding paragraph above. In purchasing Direct Purchase Notes, the Bank acknowledges the finding of the City Council herein expressed, and that in accordance with the provisions of Section 3 of the Master Ordinance the City shall set rates sufficient to pay the interest on the Direct Purchase Notes but will not set rates sufficient to pay the principal of the Direct Purchase Notes except as provided in the Note Purchase Agreement. Chapter 1208,Texas Government Code,applies to the issuance of the Direct Purchase Notes and the pledge made under this Section 2.09, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while the Direct Purchase Notes are outstanding and unpaid such that the pledge made by the City hereunder is to be subject to the filing requirements of Chapter 9,Texas Business& Commerce Code,then in order to preserve to the registered owners of the Direct Purchase Notes the perfection of the security interest in said pledge,the City agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9,Texas Business&Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 2.10.Construction Fund. The City Council hereby creates and establishes a separate fund hereby designated as the "City of Fort Worth, Texas Water and Sewer System Direct Purchase Note Series WF Construction Fund" (the "Construction Fund"). Proceeds from the issuance and sale of Direct Purchase Notes deposited in the Construction Fund shall remain therein until from time to time expended to pay for Project Costs, and shall not be used for any other purposes whatsoever,except as otherwise provided below,and pending such expenditure,moneys in the Construction Fund may be invested at the direction of the Chief Financial Officer of the City or the designee thereof in Eligible Investments. Any income received from such investments(except as otherwise required to be rebated to the United States of America in accordance with the provisions of Section 4.06 hereof) shall be deposited, as received, into the Construction Fund. 13 Any amounts no denne1 in the Cnosbotdou Fund designated by an Authorized Representative um eligible bm pay interest during construction and thereafter may bu transfer-red from time Ntime at the direction ofuo Authorized 8cprcsentativctode credit o[the Note Payment Fund for use iu accordance with the terms of Section 2.08 hereof. Any amounts rucuuioiog in the Construction Fund after the payment of all Project Cootasbu\lheyaidiotu1hcNnte9a}nnentFuud and used for the payment o[such maturities o[the Direct Purchase Notes coming due ut such times us may hu selected by an Authorized Representative. In the event no Direct Puznbuue Notes are Outstanding,any amounts in the Construction Fund not anticipated to be needed to pay Project Couto shall be transferred(othe System Fund established by the Master Ordinance and used to pay costs of improving and extending the System. Section 2.11. Cancellation. All Direct Purchase Notes which at maturity are surrendered or deemed surrendered tnthe Paying Agent/Registrar for the collection ofthe principal of and interest thereon or are surrendered for transfer nr exchange pursuant to the provisions hereof shall, upon payment nr issuance of new Direct Purchase Notes,bc cancelled bythe Paying Agent/Re iatrucaud the Paying/\goub7Icgimbrocfbdbvvitb nbu\l transmit to the City ucertificate identifying such Direct Purchase Notes and that such Direct Purchase Notes have been duly cancelled and destroyed. Section 2.12. Fiscal and Other Agent . lo furtherance nf the purposes of this Ordinance,the City may from time to time appoint and provide for the payment of such additional fiscal,paying or other agents or trustees as it may deem necessary o, appropriate in oouueodou with the Direct Payment Notes. Section 2.13. Funds Secured. That moneys io all such Funds, tn the extent not invested os permitted hereunder,shall be secured in the manner prescribed by law for securing funds of the City. Section 2.14. . The covenants and agreements(to the extent the same are not inconsistent ben:vvitb) contained in the Master Ordinance and any Supplement thereto are hereby incorporated herein by reference and shall be deemed to be for the benefit and protection of the Direct Purchase Notes and the Holders thereof(iocludiog,without \izudodoo, the Bank)in like manner as applicable to the Prior Lien Obligations;provided,however,in the event of any conflict between the terms,covenants and agreements contained herein and the terms,covenants and agreements contained in the Master Ordinance and any Supplement thereto,the provisions of the Master Ordinance and any Supplement thereto shall ooubnl over the provisions hereof. The foregoing notwithstanding,the finding of the City Council set forth in Section 2.09 hereof applies to the rate covenant set forth iu Section 3of the Master Ordinance. ARTICLE III ISSUANCE AND SALE OF NOTES Section 3.01. Issuance and Sale of Direct Purchase Notes. (u) The Direct Purchase Notes shall be completed and delivered by the Paying 8gootioucourdunouvvitbtrlepbuoic, nomuputecoc written instructions of the Authorized Representative and in the manner specified below and in the Paying Agent Agreement. To the extent such instructions are not written,they shall beconfirmed in writing by the Authorized Representative within 24 hours. Said instructions shall specify such principal amounts, dates o[issue, maturities, interest payment dates, rates of discount nr redemption provisions, i[ any, and other terms and conditions which are hereby authorized and permitted &mbe fixed by the Authorized Representative at the time of sale of the Direct Purchase Notes. Such instructions shall include the purchase price mf the Direct Purchase Notes,and urequest that the Pa} n8 gent authenticate auc hDirect Puzcb ua�Notes b y counter signature of its authorized officer or employee and deliver them to the Bank upon receipt of payment therefor,kz the extent the Comptroller io not required to register the Direct Purchase Note, us further described insubsection (b)below. Such instructions shall also contain provisions representing that all action oo the part nf the City necessary for the valid issuance of the Direct Purchase Notes then to be issued has been taken, that all provisions of Texas and federal law necessary for the valid issuance of such Direct Puzobuuc Notes with provision for interest ssernybmo from federal income taxation have been complied with,if applicable,and that such Direct Purchase Notes in the hands of the Holders thereof will hc valid and enforceable obligations of the City according to their terms, subject to the exercise of judicial discretion in accordance with general principles of equity and bankruptcy, insolvency, reorganization,moratorium and other similar laws affecting creditors'rights heretofore or hereafter enacted in the extent constitutionally applicable and that, if applicable, based upon the advice nf Bond Counsel, the mtu1od interest on the Direct Purchase Notes is exempt from federal income taxation. Such instructions shall also certify that aoof the date of such instructions: (i) uo Event o[Default under Section 5.0l hereof has occurred and iVcontinuing uoof such date; (ii) the City has been advised by Bond Counsel that the projects tohcOnouccd with the proceeds of the Direct Purchase Notes will constitute Eligible Projects; (iii) tboCityimiooumny|iaocevvidhthouoveouotuu«tfbrtbinArticluKVbecnnfus of the date of such instructions; (iv) the City has been advised 6v Bond Counsel that the proposed expenditure of the proceeds of such Direct Purchase Notes for such projects and refunding will not cause the City to he in violation ofits cnvc000to mot forth in Section 4.06 hereof; and (v) the sum of the interest payable on such Direct Purchase Note will not exceed a yield (calculated on the principal amount Vf the Direct Purobuoc Note on the basis nfa360- day year and actual number of days elapsed, to the maturity date of such Direct Purchase Note in excess n[the Maximum Interest Rate. /h\ To the extent the stated maturity of Direct Purchase Note exceeds one year, evidence nf approval nf the issuance of such Direct Purchase Note by the Attorney General and the registration o[such Direct Purchase Note by the Comptroller shall he required unu condition tothe delivery of such Direct Purchase Note. Section 3.02. Proceeds of Sale of Direct Purchase Notes. The proceeds nf the sale ofany Direct Purchase Notes (os1 of all expenses and costs of sale and issuance) shall be applied in uconrduuco with the Lczmo of the Note Purchase Agreement and as directed by an Authorized Representative. Section 3.03. Note Purchase Agreement. The Note Purchase Agreement tobe entered into with the Bank pertaining to the issuance and delivery,from time to time,of Direct Purchase Notes,in substantially the form attached to this Ordinance as Exhibit C, is hereby approved, and any Authorized Representative is hereby authorized and directed to execute the same for and on behalf of the City and the City Secretary is authorized to attest and place the City sea]on such instrument,and may make such changes to the Note Purchase Agreement as an Authonized Representative may deem advisable or appropriate io carry out the intent of this Ordinance, ocio effect the timely delivery n[ Direct Purchase Notes. Section 3,04. Paying Agent Agieement. The Paying Agent Agreement by and between the City and the Paying&geuLroludiogioibe{Jirect9urohuseNVtes,ioauho|uotiuUythcf000mUucbnd &o this Ordinance uaExhibit D, io hereby approved, and any Authorized Representative iohereby authorized and directed to oscouto the ourne for and on behalf ofthe City and the City Secretary is authorized to attest and place the City seal no such instrument. Any Authorized Representative io hereby authorized to enter into any supplemental agreements with the Paying /\goot or with any successor Paying Agent in order to implement the functions of the Pa iog Agent or Registrar vvitb respect to the Direct Purchase Notes. ARTICLE IV COVENANTS OF THE CITY Section 4.01.Limitation on Issuance. Unless this Ordinance ia amended and modified bythe City Couooi|iu accordance with the provisions ofSection 6,@1 hereof,the City covenants that there will not be issued and Outstanding at any time under this Ordinance more than $100,000,000 in aggregate principal amount of Direct Purchase Notes. For purposes of this Section 4,01 any portion of Outstanding Direct Purchase Notes to be paid from money on deposit in the Note Payment Fund held by the Paying Agent on the day mfcalculation and from the available proceeds of Direct Purchase Notes,Prior Lien Obligations or Subordinated Obligations or other obligations of the City issued nuthe day ofcalculation shall not hc considered Outstanding. In addition to the foregoing, any improvement or extension to the System to be funded with Direct Purchase Notes must qualify as an Eligible Project. Section 4.02. Principal Iu respect hm the finding ofthe City Council that the pniuoipul 0f the Notes is not rc0000ub|y anticipated to be paid from Pledged Revenues,the City iogood faith agrees that it shall use all commercially reasonable efforts to sell u sufficient principal amount of Prior Lien Obligations or Subordinated Obligations,or a combination tbereof, in order to have funds available, together with other moneys available therefor, to pay the principal of the Direct Purchase Notes, as the same shall become due, and to pay other obligations due under the Note Purchase Agreement. Section 4.03, Punctual PaMent. The City will punctually pay m. cause tobc paid the principal of and interest on the Direct Purchase Notes(but only from the sources described herein), in conformity with the Direct Purchase Notes, this Ordinance and the Nob: Purchase Agreement. Section 4,04, Notes to Remain Tax Exempt. The City covenants to take any action to uuou/o or refrain from any action which would adversely affect,the treatment of the Direct Purchase Notes as obligations described in section lO3nf the Code, the interest nu which io not includable in the"gnuo income"of the holder for purposes of federal income taxation. Un furtherance thereof,the City covenants as follows: (a) to take any action to assure that no more than l0 percent of the proceeds of the Direct Purchase Notes qc the projects fiouocodtberewitb/leooumouotadopoait*dtoaremcrvo bind, if any) are used for any "private business use", as defined iusection i4l(b)(6) ofthe Code or, if more than 10 percent of the proceeds are so used, that amounts, whether or not received by the City,with respect to such private business use,do not, under the terms of tlds Ordinance or any underlying urruoQouzeot, directly or indirectly, secure or provide for the payment of more than lU percent of the debt service on the Direct Purchase Notes, in contravention of section l4l(b)(2) of the Code; (h) to take any action to uoourc that in the event that the "private business use" described io subsection(») hereof exceeds 5 percent of the proceeds of the Direct Puzobume Notes orthe projects financed therewith(less amounts deposited into a reserve fund,if any) then the amount in excess of 5 percent is used for a"private business use"which is"related" and not "disproportionate", within the meaning nfsection 141(b)(3) of the Code, to the gnveoomentaluse; (u) to take any action&m assure that uo amount which in greater than the lesser of $5'000,000` or 5 percent of the proceeds of the Oimcnt Purchase Notes (less omnuoLo deposited into a reserve ftind,if any)is directly or indirectly used to finance loans to persons, other than state o/local governmental units, in contravention of section l4I(c)nf the Code; (d) to refrain from taking any action which would otherwise result in the Direct Purchase Notes being treated uo"private activity bonds"within the meaning*f section l4l(b) o[the Code' , (c) to roDmio from taking any uoiino that would result in the Direct 9uznbaae Notes being "federally&uarantesd" withinde meaning ofsection l4Q(b) of the Code; (D tn refrain from using any portion o[the proceeds of the Direct Puzobmae Notes, directly orindirectly,to acquire orto replace funds which were used,directly uciudirccdy,tV acquire"investment property"(as defined in section 148(b)(2)of the Code)which produces a materially higher yield over the term of the Direct Purchase Notes, other than investment property acquired with -- O\ proceeds of the Direct Purchase Notes invested for u roaaVuub1s ternporary period of three years or less until such proceeds are needed for the purpose for which the obligations are issued, (2) amounts invested ina bona fide debt service fund,within the meaning of section l.l4Q-}(b) ofthe Treasury Regulations, and (3) amounts deposited in any reasonably required reserve orreplacement fund to the extent such amounts dn not exceed l0 percent of the proceeds ofthe Direct Purchase Nntes' ` (m) to otherwise restrict the use of the proceeds of the Direct Purchase Notes or amounts treated as proceeds of the Direct Purchase Notes, as may be necessary, so that the Direct Purchase Notes do not otherwise contravene the requirements of section 148 of the Code(relating to arbitrage)and,to the extent applicable,section 149(d)of the Code(relating to advaootrofuodings\; and (6) to pay to the United States nf America ut least once during each fivo'yooz period (beginning on the date nf delivery of the Direct Purchase Notes) an amount that is at least equal to 90 percent ofthe "Excess Earnings", within the meaning ufsection 148/0 o[ the Code, and to pay to the United States of America, not later than 60 days after the Direct Purchase Notes have been paid in full, 100 percent of the amount then required to be paid as u result of Excess Earnings under section l48(0o[the Code. The City represents and onvcoautx that it will not expend, or permit to be expended, the proceeds of any Direct Purchase Notes in any manner inconsistent with its reasonable expectations ua certified in u fedora) tax certificate to be executed from time to time with respect to the Direct Purchase Notes;provided,however,that the City may expend Direct Purchase Note proceeds inany manner if the City first obtains, and provides u copy of the same tV the Bank, upon which the Bank can rely, an unqualified nyiuinu of Bond Counsel that such expenditure will not impair the exemption from federal income taxation of interest paid outhe Direct Purchase Notes. The City represents that it has not been notified nf any listing mrproposed listing by the Internal Revenue Service to the effect that it is an issuer whose arbitrage certifications may not be relied upon. The City understands that the terrn "proceeds"includes"disposition proceeds" as defined in the Regulations and, in the case of a refunding bond,transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of the issuance of the Direct Purchase Notes. Itiethe understanding of the City that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department ofthe Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify,or expand provisions of the Code,ao applicable to the Direct Purchase Notes,the City will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of Bond Counsel, will not adversely affect the esccupdou from federal income taxation of interest oo the Direct Purchase Notes under section ]03of the Code. Io the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Direct Purchase Notes,the City agrees to comply with the additional requirements to the extent necessary, in the opinion of Bond Counsel, to preserve the exemption from federal i00000n taxation of iuLcrrGt on the Direct Purobuuc Notes under 000don 103 of the Code. In furtherance of such intention, the City Council hereby authorizes and directs,jointly and severally, the Mayor, the City Manager the Chief Financial Officer of the City, and the Director of Finance{o execute any documents,certificates oz reports required hydkeCVde, aodk>rnukemucbnlectionaou behalf of the City which may be permitted by the Code as are consistent with the purpose for the issuance Vf the Direct Pu/obuxe Notes. In order to facilitate compliance with the above clause (b), u "Rebate Fund" is hereby established by the City for the sole benefit o{the United States of America, and the Rebate Fund shall not be subject to the claim of any other person, including without limitation the Noteholders. The Rebate Fund is eo|uh|isbnd for the additional purpose ofcompliance with onodmm 148 of the Code. Section 4.05. Allocation The City covenants to account for on its books and records the expenditure of proceeds from the sale of the Direct Purchase Notes and any investment earnings thereon to be used for Eligible Projects by allocating proceeds to expenditures within 18 months of the later of the date that(a)the expenditure on u Eligible Project is made or (b) each Eligible Project is unroplcL#i. The foregoing notwithstanding,the City shall not expend such proceeds or investment eaminvs more than 60 days after the later of(u) the fifth anniversary ofthe date of delivery of the Direct iuzcboon Notes or(h) the date the Direct Purchase Notes are csdcod, unless the City obtains an opinion of Bond Counsel substantially to the effect that such expenditure will not adversely affect the tax-exempt status of the Direct Purchase Notes. Section 4'06. Disposition of Eligible Projects. The City covenants that the property constituting unEligible Project will not be sold orotherwise disposed in a transaction resulting in the receipt by the City of cash or other compensation, uo|cms the City obtains an opinion of Bond Counsel substantially tn the effect that such sale or other disposition will not adversely afDect the tax- exempt stuk/oof|beDicooiPurcbuo*yJotes. For purposes o[this Section,the portion of the property comprising personal property and disposed of in the ordinary course of business shall not be treated as u buoouctiwn resulting in the receipt of cash or other onzupeuoo1iom. Section 4-07. Supplemental Ordinances. Other than am permitted herein with respect iothe issuance or incurrence nf additional obligations nf the City secured bythe Pledged Revenues, the City will not adopt any supplemental ordinances with respect to the Pledged Revenues,pursuant to the Master Ordinance, a Supplement or otherwise,without the prior written consent of the Bank. Section 4.08. Opinion of Bond Counsel. The City shall cause the legal opinion ofBond Counsel aubo the validity of the Direct Purchase Notes and umtn the exemption nf interest oothe Direct Purchase Notes from federal income taxation tohe addressed tw the Bank. Section 4.09. Ongoing Continuing Disclosure Covenant. To the czteo1 required hythe provisions of the Rule, the City agrees tn enter into uo agreement tn O|c fiuuuciu) information and operating data with respect tothe Direct Purchase Notes with thcMSBB. Under the provisions of the Rule, as it exists oo the date this Ordinance iu adopted, the City im exempted from complying with the undertaking deomdbediu the first sentence of this Section 4.09. Section 4.10. Rates and Charges. The City hereby agrees and reaffirms its covenants to the holders of the Prior Lien Obligations, and covenants to the Bank, that it will at all times maintain ru1oo and charges for the aen/iosm furnished, provided, and supplied by the System which shall comply with the provisions of the Master Ordinance, he reua*nub)c and non-discriminatory and produce income and revenues sufficient hupay: (u) all Operating Expenses (as defined iu the Master Ondioaucc); (b) to produce Net Revenues(as defined iuthe Master Ordinance)for each Fiscal Year at least equal to the Annual Debt Service Requirements (as defined iu the Master Ordinance) during such Fiscal Year oF the then Outstanding Prior Lien Obligations; and (n) to pay all other fioaooiulobligations Vfthe System reasonably anticipated tobe paid from Gross Revenues. Section 4.11, System Fund. Pursuant to Section 2.16 hereof, the City hereby reaffirms its covenant Lo the holders uf the Prior Lien Bonds, and hereby covenants with respect to the Bank,that all Gross Revenues shall be deposited as received in the"City of Fort Worth,Texas Water and Sewer System Revenue Fund" (hereinafter referred to as the"System Fund"),which shall be kept separate and apart from all other funds of the City. Revenues received for the System Fund shall bsdeposited from time {o time as received io such bank or banks un may bc selected hy the City inaccordance with applicable laws relating to the selection n[City depositories. Section 4.12. Compliance with Master Ordinance and Other Documents. The City will comply with the terms and provisions of the Master Ordinance, any Supplement thereto, and any other ordinance or contract to which the City is unarty, the non-compliance with which would materially adversely affect the ability of the City io make payments oothe Direct Payment Notes when due. The City shall make the deposits to and payments from the System Fund when and as required by the Master Ordinance, and such deposits shall be made in the order and with the priorities set forth in th Master Ordinance. . Section 4.13. Reservation of Rijzht to Issue or Incur Prior Lien Oblipations and Subordinated Obligations. In accordance with Section 4.07 hereof,the City hereby expressly reserves the night to hereafter issue Prior Lien Bonds or incur Prior Lien Obligations in accordance with the provisions of the Master Ordinance, payable from and secured hya lien on and pledge ofthe Pledged Revenues prior in right and claim to any such limn and pledge securing the payment of the Direct Purobuno Notes. In accordance with Section 4,07 boreof, the City also retains the right to issue or incur Subordinated Obligations, which will at all times be secured by a lien on and pledge of the Pledged 20 Revenues subordinate in right and claim to the lien and pledge securing the payment of the principal w[and interest on the Direct Purchase Notes. Section 4.14. Written Procedures. LntU superseded by another action of the City,to ensure compliance with the covenants contained iu Section 4,04 hereof regarding private business use, remedial acbVuo arbitrage and rebate, the written procedures approved by the City in the Supplement to the Master Ordinance, adopted by the City Council on July 24, 2012, apply to the Direct Purchase Notes. ARTICLE V EVENTS OF DEFAULT AND REMEDIES OF NOTEHOLDERS Section 5^02, Events of Default. {f one oc more of the following events shall occur: (u) if default shall be made in the due and punctual payment of any installment of principal nf any Direct Purchase Note when and ua the same shall become due and payable, whether u1 maturity au therein expressed, hy declaration orotherwise; (b) if the City shall fall Un make due and punctual payment of any installment oF interest no any Direct Purchase Note when and us such interest installment shall become due and payable; (o) i{default shall ho made by the City iu the performance or observance ofany other of the covenants,agreements or conditions on its part in this Ordinance or in the Direct Purchase Notes contained,and such default shall continue for a period of sixty(60)days after written notice thereof-, provided, however, if such default cannot be cured within the sixty (60) day period but corrective action to cure such default is commenced and diligently pursued until the default is corrected oo such Event ofDefault shall hcdeemed to have nnnnrccd' , (d) if there sbuD occur the dissolution (without o successor being named to assume the rights and obligations) orliquidbdkounfthc [itvordhofiling by the City ofa voluntary petition iu bankruptcy,or adjudication of the City usu bankrupt,nr assignment hv the City for the houcfb of its creditors, or the entry by the City into an agreement of composition with its creditors, or the approval byu court nfcompetent jurisdiction ofa petition applicable to the City in any proceeding for the adjustment of its debts instituted under the provisions of the Bankruptcy Code, as amended, or under any similar act in any jurisdiction n/bkch may now be in effect or hereafter enacted; or (e) an "Event of Default" as defined io the Note Purchase Agreement shall have occurred. then such event as described above shall constitute an "Event of Default" under this Ordinance. Section 5.02. Suits at Law or in Equity and Mandamus. In case one or more Events of Default shall occur, then and in every such case the Holder of any Direct Purchase Note ot the time Outstanding shall be onbdod to proceed to protect and enforce such Holder's dubto by such appropriate Judicial proceeding as such Holder shall deem most effectual to protect and enforce any such right, either by suit in equity orby ooduu at |uw. whether for the specific performance of any covenant nr agreement contained in this Ordinance,orio aid nf the exercise of any power granted in this Ordinance, or to enforce any other legal or equitable night vested in the Holders of Direct Purchase Notes hy this Ordinance or the Direct Purchase Notes orbylaw. The provisions ofthis Ordinance shall,heu contract with each and every Holder oFDirect Purchase Notes and the duties of the City shall he enforceable 6y any Holder hymandamus or other appropriate suit, uodoo or pnmocodiog in any court o[competent jurisdiction. Acceleration of Direct Purchase Notes is not remedy available to a Holder, anything in this Ordinance to the contrary notwithstanding. Section 5.03. Remedies Not Exclusive. No remedy herein conferred upon nc reserved tothe Holders of Direct Purchase Notes is intended to be exclusive of any other remedy, and every such remedy shall bc cumulative and shall heio addition tu every other remedy given hereunder nr now oc hereafter existing, at law or in equity or by statute or otherwise,and may be exercised at any time or from time to time, and as often as may be necessary,by the Holder of any one or more of the Direct Purchase Notes. ARTICLE VI MISCELLANEOUS Section 6.01. Amendments or Modifications Without Consent of Holders of Notes. This Ordinance and the rights and obligations o ftb e City and of tb ld eruu fDirect Purchase Notes may be modified or amended at any time hya anpylorneniu] ordinance, v/idznut uodoo to or the cn0000t of any Holder, but only to the extent permitted by law, and, auhiont to the fiebta of the Holders of the Direct Purchase Notes, only for any one or more of the following purposes — (l) to add to the covenants and agreements of the City in this Ordinance Cnotoiood, other covenants and ugreoc000tu iben:uftur to be observed, or to surrender any debt or power herein reserved to or conferred upon the City)' (2) to cure any ambiguity or inconsistency, or to ouzc or correct any defective provision contained in this (Jrdi00000, upon receipt hythe City n[uo approving opinion of Bond Counsel selected hy the City, that the same iu needed for such purpose, and will more clearly express the intent Vf this Ordinance; or (]) to supplement the security for the Direct Purchase Notes, provide or replace credit or liquidity facilities, ruube such changes, mundifioodnos or amendments as may be necessary or desirable in order to obtain the uppnnvu\ of this Ordinance by the Attorney General, us required bySection 6,08 hereof,orto obtain nr maintain the granting n[urating 22 oo the Direct Purchase Notes bvu nationally recognized municipal bond rating agency, or change the form of the Direct Purchase Notes,or make such other changes in the provisions hereof as the City may deem necessary or desirable and which shall not materially adversely affect the interests of the Holders of the Direct Purchase Notes; provided, bovvc*or, that nothing bcrcio contained shall permit or be construed to permit the amendment of the terms and conditions o[this Ordinance orof the Direct Purchase Notes aousto: (l) Make any change io the maturity or any of the Outstanding Direct Purchase Notes; (2) Reduce the,utc of interest borne by any of the Outstanding Direct Punoboxe Notes; (3) Reduce the amount of the principal payable no any of the Outstanding Direct Purchase Notes; , (4) Modify the terms of payment ofprincipal ofoc interest un the Outstanding Direct Purchase Notes, or impose any conditions with respect to such payment; (5) Affect the rights of the Holders of less than all of the Outstanding I)in:ot Purchase Notes; or (6) Reduce orrestrict the pledge made pursuant to Section 2.09 hereof for payment of the Direct Purchase Notes; and provided,further,that no change,modification or amendment shall be made in this Ordinance or become valid and effective (i)without the approval of such change,modification or amendment by the Attorney General, to the extent required by the Act, and (ii) without the written consent of the Bank, for so long as the Note Purchase /\gruomcut romnuioo in effect, Section 6.02' Additional Actions. Any Authorized Representative,the City Secretary,and the other officers of the City,each are hereby authorized and directed,jointly and severally,twdoany and all things and to execute and deliver any and all documents which they may deem necessary or advisable io order to consummate the issuance, sale and delivery oF the Direct Purchase Notes and otherwise to effectuate the purposes of this Ordinance,the Note Purchase Agreement and the Paying Agent Agreement. Specifically, by the adoption of this Ordinance, the City [ouuoD hereby authorizes the payment nf the fees and expenses incurred and to be paid by the City inconnection with the issuance,sale and delivery of the Direct Purchase Notes to the Bank and the execution and delivery of the Note Purchase Agreement and the Paying Agent Agreement including, vvitbnot limitation, the payment of the fee of the Office nfthe Attorney General for the examination o[the proceedings relating to the issuance and delivery ofDirect Purchase Notes,io the amount determined in accordance with the provisions of Section 1202.004, Texas Government Code. Section 6.03. . [u consideration nf the acceptance oF the Direct Purchase Notes, the issuance of which im authorized hereunder, bythose 23 who shall hold the same from time to time,this Ordinance shall be deemed to be and shall constitute a contract between the City and the Holders from time to time of the Direct Purchase Notes and the pledge made in this Ordinance bythe City and the covenants and agreements set forth iothis Ordinance tohe performed by the City shall ho for the equal and proportionate bouofit,accmiryand protection o[all Holders o[the Direct Purchase Notes,without preference,priority or distinction us to security or otherwise of any Direct Purchase Note authorized hereunder over any of the others by reason of time of issuance,sale or maturity thereof or otherwise for any cause whatsoever,except as expressly provided io0r permitted by this Ordinance. Section 6.04. Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid,then such covenants,agreements or provisions shall be null and void and obu)l be duoruod separable from the remaining covenants, agreements or provisions and shall in no nay affect the validity of any 0f the other provisions hereof 0rof the Direct Purchase Notes issued hereunder. Section 6.05, PaMent and Performance on Business Days. Whenever under the terms of this Ordinance or the Direct Purchase Notes,the performance date of any provision hereof orthereof, including the payment of principal oforinterest on the Direct Purchase Notes, shall occur on u day other than a Business Day, then the perf000umce thereof, including the payment of principal ofand interest oo the Direct Purchase Notes,need not he made oo such day but may be performed orpaid, uo the case may be, on the next succeeding Business Day with the same force and effect as if made ou the date of performance orpayment. Section 6.06- Defeasance. l[ when all or any portion of the Direct Purchase Notes shall have become duo and payable in accordance with their terms or otherwise ua provided iuthis Ordinance,the entire principal and interest so due and payable upon said Direct Purchase Notes shall be paid, or if at or prior tn the date said Direct Purchase Notes have become due and payable, sufficient moneys or obligations described in Chapter 1207,Texas Government Code,shall be held io trust by the Paying /\geut and provision obul| also be made for paying all other sums payable hereunder bythe City with respect to said Direct Purchase Notes, and upon the termination ofthe Note Purchase Agreement and satisfaction of all obligations of the City thereunder,the pledge herein created with respect to the Direct Poorbues Notes mbaU tbocoupno cease, terminate and booncoe discharged and the Direct Purchase Notes shall uo longer bc deemed outstanding for purposes of this Ordinance and all the provisions of this Ordinance relating to the Direct Purchase Notes, including all covenants, agreements, Uoon and pledges made herein for the benefit thereof, nbul} be deemed duly discharged, xadinOud and ro1cnacd. Section 6.07. Limitation of Benefits with Respect to the . �Vitbthe exception of rights�bc ub�a orbeneGtu herein expressly conferred, nothing expressed or contained herein or implied from the provisions of this Ordinance or the Direct 9urubamc Notes is intended or should be construed to confer upon or give to any person other than the City, the Bank, the Paying f\geotuud any Holder of the Direct Purchase Notes other than the Bank,any legal or equitable right,remedy or claim under or by reason of or in respect to this Ordinance or any covenant, condition,stipulation, 24 promise, agreement or provision herein contained. This Ordinance and all of the covenants,condi- tions, stipulations, promises, agreements and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the City,the Bank,the Paying Agent and any Holder of the Direct Purchase Notes other than the Bank as herein and therein provided. Section 6.08. Approval of Attorney General. The Authorized Representative shall submit this Ordinance and a transcript of proceedings related thereto to the Attorney General for approval,as required by the Act. No Direct Purchase Notes herein authorized to be issued shall be sold or delivered by an Authorized Representative until the Attorney General shall have approved this Ordinance,the Agreement and other agreements and proceedings as may be required in connection therewith, all as required by the Act and, to the extent required by the Act, Direct Purchase Notes have been registered by the Comptroller. Section 6.09.Preamble. The preamble to this Ordinance shall be considered an integral part of this Ordinance, and is herein incorporated as part of the body of this Ordinance for all purposes. Section 6.10. Immediate Effect. This Ordinance shall be effective immediately from and after its passage in accordance with the provisions of Section 1201.028,Texas Government Code. 25 Section 6.11. Open Meeting. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. PASSED AND APPROVED the 26th day of March, 2013. ayor,Ci Fort W ,Texas ATTEST: City Secret" Fort orth,Texas APPROVED AS TO FORM AND LEGALITY: y (SEAQ City Atto , City of Fort Worth Signature Page-Ordinance Authorizing Issuance of Water and Sewer System Direct Purchase Notes, Series WF 26 Form of Direct Purchase Note: THE TRANSFERABILITY OF THIS DIRECT PURCHASE NOTE IS RESTRICTED AS DESCRIBED IN THE ORDINANCE UNITED STATES OF AMERICA STATE OF TEXAS CITY OF FORT WORTH, TEXAS WATER AND SEWER SYSTEM DIRECT PURCHASE NOTE, SERIES WF No.: Note Date: Principal Amount: Maturity Date: Interest Rate: FLOATING Owner: The City of Fort Worth (the "City"), in Tarrant,Denton,Parker and Wise Counties, State of Texas, FOR VALUE RECEIVED, hereby promises to pay, solely from the sources hereinafter identified and as hereinafter stated, to the order of the party specified above on the maturity date specified above, the principal sum specified above and to pay interest on said principal amount on [ , 201_,and on each thereafter until the maturity date, from the above specified note date to said maturity date[at the per annum interest rate shown above] (computed on the basis of a 360-day year and actual days elapsed). The payment of interest on this Note shall be made by the Paying Agent executing the"Certificate of Authentication"endorsed hereon and appearing below,or its successor,to the registered owner hereof on each interest payment date by check or draft,dated as of such interest payment date, drawn by the Paying Agent on, and payable solely from, funds of the City required by the ordinance authorizing the issuance of this Note (the "Ordinance") to be on deposit with the Paying Agent for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent by United States mail,first-class postage prepaid,on each such interest payment date, to the registered owner hereof, at its address as it appeared on the day next preceding each such interest payment date (the "Record Date") on the Registration Books kept by the Paying Agent. The payment of principal of this Note,and any accrued interest due at maturity or redemption of this Note, shall be paid to the registered owner upon presentation and surrender of this Note for payment at the designated corporate trust office of the Paying Agent. No interest will accrue on the principal amount hereof after said maturity date. The interest rate borne by this Note shall not exceed the Maximum Interest Rate (as defined in the hereinafter defined Ordinance). Notwithstanding the foregoing, in the event the principal of this Note is not paid on the maturity date specified above and no Default (as defined in the Note Purchase Agreement dated March 26,2013 (the"Note Purchase Agreement"),between the City and Wells Fargo Bank,National Association) or Event of Default (as defined in the Note Purchase Agreement) has occurred and is A-1 continuing and all other conditions precedent under the Note Purchase Agreement have been the principal nf this Note shall bopayable in iomba)bmouts in the amounts, oo the dates, and inthe manner set forth in the Note Purchase This Note im one o[uo issue ofdirect purchase notes(the"Direct Purchase Nntoo1 which has been duly authorized and issued in accordance with the provisions of an ordinance(the"Ordinance") passed by the City Council of the City for the purpose nffinancing Project Costs of Eli ible Projects for the System, all io accordance and in strict onofhoody with the provisions of Chapter l37l and Chapter l5O2' Texas (3ovezuzueoi Code, un amended (the "/\c1°). This Direct Purchase Note,together with the otherDirect Purchase Notes,ispayable from and equally secured by a lien on and pledge of(i) the proceeds from(a)the sale of other Direct Purchase Notes issued for such purpose and (h) the sale ofuseries or issue oy Prior Lien Obligations or Subordinated Obligations to be issued by the City for such purpose, (ii) Pledged Revenues, to the extent provided for iothe {}cdinuoon, and (iii) uozoouin in certain funds established pursuant tu the Ordinance. The City does not reasonably anticipate that Pledged Revenues shall be used to pay the oi alnf�bio [)iroc��uz�ba�c��o� �oo � e This I)in:ot Purchase Note` together with the other Direct Pnzcbuao DJntoo, is payable solely from the sources hereinabove identified securing the payment thereof,and the Direct Purchase Notes do not constitute a legal or equitable pledge,charge,lien or encumbrance upon any other property of the City ncthe System. The holder hereof shall never have the debt to doozood payment ofthis obligation from ftmds raised or to be raised by taxation,or from any other sources or properties of the City, except uu identified above. It is hereby certified and recited that all acts, conditions and things required by law and the Ordinance to exist, to have happened and to have been performed precedent to and in the issuance of this Direct Purchase Note, do exist, have happened and have been performed io regular and indue time, form and manner as required by law and that the issuance of this Direct Purchase Note,together with all other Direct Purchase Notes, is not in excess of the principal amount of Direct Purchase Notes permitted tobu issued under the Ordinance. This Direct Purchase Note has all the qualities and incidents of a negotiable instrument under the laws ofthe State o[Texas. This Direct Purchase Note shall not be entitled to any benefit under the Ordinance or be valid or become obligatory for any purpose until this Direct Purchase Note shall have been authenticated by the execution bythe Paying Agent of the Certificate of Authentication hereon. A-2 IN TESTIMONY WHEREOF, the City Council has caused the seal of the City to be duly impressed or placed in facsimile hereon, and this Note to be signed with the imprinted facsimile signature of the Mayor, attested by the facsimile signature of the City Secretary and approved as to form and legality by the facsimile signature of the City Attorney. xxxxxxxx xxxxxxxx City Secretary, Mayor, City of Fort Worth City of Fort Worth APPROVED AS TO FORM AND LEGALITY: xxxxxxxx (SEAL) City Attorney, City of Fort Worth A-3 [FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE TO ACCOMPANY DIRECT PURCHASE NOTES REGISTERED BY THE COMPTROLLER] OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. I hereby certify that this Note has been examined,certified as to validity,and approved by the Attorney General of the State of Texas and that this Note has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas PAYING AGENT'S CERTIFICATE OF AUTHENTICATION This Direct Purchase Note is one of the Direct Purchase Notes delivered pursuant to the within mentioned Ordinance. BOK-F, NA dba Bank of Texas, as Paying Agent By: --- Authorized Signatory A-4 THE STATE (}F TEXAS � COUNTIES (JF7A]{flANI, DEN7(]N, PARKER AND WISE � CITY OF FORT WORTH � I, Mary Kayser, City Secretary of the City of Fort Worth, in the State of Texas, do hereby certify that I have compared the attached and foregoing excerpt from the minutes of the regular,open, public meeting of the City Council of the ty nf Fort Worth,Texas held nu March 26, 2Ul3,and of Ordinance Nn. vvbicb was duly passed at said meeting, and that said copy is u true and correct copy of said excerpt and the whole nf said ordinance. Said meeting was open to the public, and public notice of the time,place,and purpose n[said meeting was given,all ao required byChapter 55l, Texas Government Code, aaamended. In testimony whereof,I have set my hand and have hereunto affixed the seal of the City of Fort Worth, this 26tb day uf March, 2013. ````.`.. . ... \.ityU c/ </ City n[Fort Texas ' | / (SEAL) ' . ./` . ' The Depository Trust Company Paft OfISSaaaoe) ("Iaww").fa vahw mucked,hm oby Fvmim to pay to Cede dt Co., as nominee (9 ftDepositxy Treat Company, or to regiatensd assigns (i) the principal amount; together with unpaid nonmed interest thereon, if my, as the mafta ty date of each abligoaion id®d9od on do r000rds of Issuer(the "Undmi*g Records') as being evidenced by this mofior.Note,which Undmiying E000 rds am mointolved by _ ("aYfng Agent");(ii)Intemat on the prhmq*amount of each o68gatkm that a payable is tnstaliations,if any,on tiro do due of each botalbunt,as specified on dye Undeatying Reca *and N the puinoipal amount cf ach such obligation that is payable in inbffinmtk if any,on tho dun date of each ioelolimad, as specifW out the UndarWng Reoords. lift wd sW bo oaloulated at tiro rats and according to dw calculation oanverAion specified cn 19 Undarlyiag Reawds. Paymentq shall be mado soioy fiaom the somooa stated on the Undertying Records by wim transfer to ffio roewtered owner from Paying Agent wifiim the MOMOtty of presentation and mawder of this MasterNote. REF9III!10E IS HBRS9Y MADE TO THE PURrM PROVISIONS OF THIS MASTER NOTE SET FORTH CK THE REVERSE HEREOF. This Master Note is a•valid and binding obligation of Issuer. Not Valid Unicea Col ntanip d for Autbmdoadon of Paying Agent . �tJiywAr/swtlF At the request of the registered owner, Us= shall promptly Issue and deliver cue or more separate note certificates endenmg each obligation evidenced by 06 Master Now As of the dace a" such nobs omlifjica�te or certificates are issued, the obligatim which aro evidenced thmvby shall no lonSw be evidenced by this MwWtr Nobs FOR VALUE RECEIVED,the underaigned hereby sells,assigner,and Umafers unto dame,Add:am,and Taxpayer idmOcation Nombec of Amiga m) tine MmW Note mW all rights th=undcr, hereby imevacably oomatiiatnhg ad appointing attonmy to tranafbr said Mastar Note on the boob of issuer with h1l pewa c:Psabetibation lathe phrh llm. Dated: 59gnatu>ro{a}C7wanateed (Signature) Notioe: The dgmtaro net this aaslgoment Mud ocampond wilt the acme as Whitten upaa the face of tide batch r Note. in &MY pattioutsr. wiilwutt altm d m ar or aagr abmge whadamw. Unless tMa cartifleft is pre s mled by an authorized ropmsentative of the Dopat boat'Trust C.ompahgr.a Now Yo*Oolpontim t;`DrICal to maw or he agent for regime of ftus sr.exchange of payment; ad nay certificate Laud is regiaomd in*a aame of Cede&Co.or in moh other name as fa mquos4ed by an w4mized nepi+aaemtatim of DTC(and any payment is made to Cede&Co.our to such O*w entity as is regthesW by as awed repneseaudim of DTC},ANY TRMSFF3l2,PLED(M OR MM HIM" MR VALUE OR OTMWM BY OR TO ANY PMSON IS WRONGFUL hmmwa as the ngIst'end owm haao$Cede dt Co.,has am fattiest herein. EXHIBIT C Form of Note Purchase Agreement NOTE PURCHASE AGREEMENT Dated as of April 1, 2013 City of Fort Worth,Texas 1000 Throckmorton Fort Worth,Texas 76102 Ladies and Gentlemen: The undersigned Wells Fargo Bank, National Association (the "Bank") offers to enter into this Note Purchase Agreement (the "Agreement") with the City of Fort Worth, Texas (the "Issuer"), for the purchase by the Bank and sale by the Issuer from time to time of the Notes specified below. This offer is made subject to the Issuer's written acceptance on or before 11:00 p.m., Fort Worth, Texas time, on the Closing Date, and upon such acceptance this Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer and the Bank. Capitalized terms not otherwise defined herein shall have the same meanings as are set forth in the Ordinance (as defined herein). In addition to the terms defined elsewhere in this Agreement, the following terms shall have the indicated meanings: "1933 Act" shall mean the Securities Act of 1933, as the same shall from time to time be supplemented or amended. "1939 Act" shall mean the Trust Indenture Act of 1939, as the same shall from time to time be supplemented or amended. "Act" has the meaning set forth in Section 1.1 hereof. "Affiliate" means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person for the purposes of this definition if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the second Person, whether through the ownership of voting securities, common directors, trustees or officers, by contract or otherwise. "Amortization End Date" means, with respect to any Note, the earlier to occur of(i) the second (2nd) anniversary of the Maturity Date of such Note and (ii) the date on which the C-1 principal amount of such Note is repaid in accordance with the terms of this Agreement and the Ordinance. "Amortization Period" means, with respect to any Note, in the event such Note is not paid on the Maturity Date of such Note and all Amortization Requirements are satisfied, the period commencing on such Maturity Date and ending on the related Amortization End Date. "Amortization Principal Payment Date" means, with respect to any Note, (a) the related Initial Amortization Principal Payment Date and the first Business Day of each sixth (6th) calendar month occurring thereafter which occurs prior to the Amortization End Date and (b)the Amortization End Date. "Amortization Requirements" has the meaning given such term in Section 1.5 hereof. "Applicable Law" means (i)all applicable common law and principles of equity and (ii)all applicable provisions of all (A)constitutions, statutes, rules, regulations and orders of all governmental and non-governmental bodies, (B)Governmental Approvals and (C)orders, decisions,judgments and decrees of all courts(whether at law or in equity) and arbitrators. "Applicable Spread" means a rate per annum associated with the Level corresponding to the applicable Rating assigned by any of Moody's, S&P or Fitch, as specified below. MOODY'S APPLICABLE LEVEL RATING S&P RATING FITCH RATING SPREAD Level 1 Aal or above AA+or above AA+or above 0.650% Level 2 Aa2 AA AA 0.725% Level 3 Aa3 AA- AA- 0.800% Level 4 Al A+ A+ 0.950% Level 5 A2 A A 1.100% Level 6 A3 A- A- 1.250% Level 7 Baal BBB+ BBB+ 1500% Level 8 Baa2 BBB BBB 1.850% Level 9 Baa3 or below BBB-or below BBB-or below 2.350% In the event of a split Rating (i.e., one of the Ratings is at a different Level than one or more of the other Ratings), the Applicable Spread will be based upon the Level in which the lower of the two highest Ratings appears in the pricing grid set forth above or, if two of such Ratings are equivalent, the Level in which the two equivalent Ratings appear (for the avoidance of doubt, Level 9 is the lowest Level and Level I is the highest Level); provided that in the event there are less than three Ratings, the Applicable Spread shall be based upon the Level in which the lower Rating appears in the pricing grid set forth above. Any change in the Applicable Spread resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to Ratings above are references to rating categories as presently determined by the Rating Agencies and in the event of adoption of any new or changed rating system, the ratings from the Rating Agency in question referred to above C-2 shall be deemed to refer to the rating category under the new rating system that most closely approximates the applicable rating category as currently in effect. The Issuer acknowledges that as of the Closing Date the Applicable Spread is that specified above for Level 1. "Authorized Representative" has the meaning set forth in the Ordinance. "Available Commitment" means, on any date, an initial amount equal to $100,000,000 and thereafter such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the principal amount of any Note purchased by the Bank pursuant to the terms hereof, (b) upward in an amount equal to the principal amount of any Note paid by the Issuer pursuant to the terms of Section 1.5 hereof; and (c) downward to zero upon the expiration or termination of the Available Commitment in accordance with the terms hereof. "Bank" or "Bank" shall have the meaning specified in the introductory paragraph hereof. "Bank's Counsel" shall mean the law firm of Chapman and Cutler LLP, or any successor to such firm selected by the Bank. "Bank Rate" means, for each day of determination, a fluctuating rate per annum, with respect to any Term Loan, equal to the Base Rate from time to time in effect plus one percent (1.00%);provided that from and after the occurrence of an Event of Default, "Bank Rate" shall mean the Default Rate. "Base Rate" shall mean, for any day, a fluctuating rate of interest per annum equal to the greatest of (i)the Prime Rate in effect at such time plus one percent (1.0%), (ii) the Federal Funds Rate in effect at such time plus two percent (2.0%) and (iii) seven percent (7.0%). "Bond Counsel" shall mean the law firms of McCall, Parkhurst & Horton L.L.P. and Kelly Hart&Hallman LLP, or any nationally recognized bond counsel selected by the Issuer and acceptable to the Bank. "Business Day" shall mean any day of the year other than (i) a Saturday, Sunday or legal holiday, (ii)a day on which banks located in the Paying Agent/Registrar's designated corporate trust office or Fort Worth, Texas are required or authorized to close or(iii)a day on which banks can not deal in United States deposits in the interbank market in London, England. "Change in Law" means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, including, without limitation, any Risk-Based Capital Guidelines, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority;provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, ruling, guidelines, regulations or directives thereunder or issued in connection therewith and (ii)all requests, rules, rulings, guidelines, regulations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any C-3 successor or similar authority)or the United States or foreign regulatory authorities shall in each case be deemed to be a"Change in Law," regardless of the date enacted, adopted or issued. "Closing" shall have the meaning specified in Section 1.2 hereof. "Closing Date" means April_, 2013. "Code" means the Internal Revenue Code of 1986, as amended, and, where appropriate any statutory predecessor or any successor thereto. "Commitment Expiration Date" means March 31, 2018, unless extended as provided herein. ,,Commitment Fee"has the meaning set forth in Section 1.9(a)hereof. "Computation Date" means Wednesday of each week or, if any Wednesday is not a Business Day, the next preceding Business Day. "Debt" of any Person means, without duplication, (i) all obligations of such Person evidenced by bonds, debentures, notes, securities or other similar instruments, (ii) all obligations of such Person for borrowed money, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) obligations of such Person as lessee under any lease of property, real or personal, that, in accordance with GAAP, would be required to be capitalized on a balance sheet of the lessee thereof, (v)obligations of such Person to reimburse or repay any bank or other Person in respect of amounts paid or advanced under a letter of credit, credit agreement, liquidity facility or other instrument, (vi) all obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property or obligations for the deferred purchase price of property or services (other than trade accounts payable occurring in the ordinary course of business), (vii) all Debt of others secured by a Lien on any asset of such Person whether or not such Debt is assumed by such Person, (viii) any obligation of such Person guaranteeing or in effect guaranteeing any other Debt, whether directly or indirectly, and (ix) all obligations arising under or pursuant to any Swap Contract, in each case payable from or secured by a pledge of Pledged Revenues. "Default" means any event or condition, which, with notice, the passage of time or any combination of the foregoing, would constitute an Event of Default. "Default Rate" shall mean, for any day, a rate of interest per annum equal to the sum of the Base Rate in effect on such day plus three percent(3.00%). C-4 "Determination of Taxability" means and shall be deemed to have occurred on the first to occur of the following: (i) on that date when the Issuer files any statement, supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have in fact occurred; (ii) on the date when the Noteholder or any former Noteholder notifies the Issuer that it has received a written opinion by Bond Counsel or another nationally recognized attorney or firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance, reasonably satisfactory to the Issuer and the Bank, to the effect that an Event of Taxability shall have occurred unless, within one hundred eighty (180) days after receipt by the Issuer of such notification from the Noteholder or any former Noteholder, the Issuer shall deliver to the Noteholder and any former Noteholder a ruling or determination letter issued to or on behalf of the Issuer or the Issuer by the Commissioner or any District Director of the Internal Revenue Service (or any other governmental official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (iii) on the date when the Issuer shall be advised in writing by the Commissioner or any District Director of the Internal Revenue Service (or any other government official or agent exercising the same or a substantially similar function from time to time) that, based upon filings of the Issuer, or upon any review or audit of the Issuer or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iv) on that date when the Issuer shall receive notice from the Noteholder or any former Noteholder that the Internal Revenue Service (or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of such Noteholder or such former Noteholder the interest on the Notes due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph (iii) or (iv) hereunder unless the Issuer has been afforded the opportunity, at its expense, to contest any such assessment, and, further, no Determination of Taxability shall occur until such contest, if made, has been finally deter-mined; provided further, however, that upon demand from the Noteholder or former Noteholder, the Issuer shall promptly reimburse, but solely from payments made by the Issuer, such Noteholder or former Noteholder for any payments, including any taxes, interest, penalties or other charges, such Noteholder (or former Noteholder) shall be obligated to make as a result of the Determination of Taxability, "Direct Purchase Note" has the meaning set forth in the Ordinance. C-5 "Environmental Event" means (i) the presence, release, generation, handling, storage, disposal, removal, transportation or treatment of hazardous materials or hazardous substances (as defined in any applicable Environmental Laws, and including asbestos and materials containing asbestos and mold) in, under, on, at or from any real property comprising all or a part of the System owned, occupied or operated by the Issuer, or on any real property adjoining or in the vicinity of real property comprising all or a part of the System owned by, leased or operated by the Issuer, as a result of migration of hazardous substances from the Issuer's real property comprising all or a part of the System under circumstances where such real property was the source thereof,provided, that in each case the same has resulted in a violation of Environmental Laws the liability of which could reasonably be expected to exceed $100,000 or an impairment to property which materially reduces its value by an amount which could reasonably be expected to exceed $100,000 or materially restricts its use for any lawful purpose or creates a threat to public or worker health or safety or constitutes waste; or (ii) the receipt by the Issuer of any written notice or claim of any violation of any Environmental Law or permit, nuisance, negligence or other tort or other theory alleging liability or responsibility in respect to System properties in an amount in excess of $100,000 on the basis of any of the facts, conditions or circumstances described in the foregoing item(i). "Environmental Laws" means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA shall be construed also to refer to any successor Sections. "Event of Default" with respect to this Agreement has the meaning set forth in Section 5.2 of this Agreement and, with respect to any Related Document, has the meaning assigned therein. "Event of Taxability" means a (i) change in Law or fact or the interpretation thereof, or the occurrence or existence of any fact, event or circumstance (including, without limitation, the taking of any action by the Issuer, or the Issuer's failure to take any such action, or the making by the Issuer of any misrepresentation herein or in any certificate required to be given in connection with the issuance, sale or delivery of the Notes) which has the effect of causing interest paid or payable on the Notes to become includable, in whole or in part, in the gross income of the Notcholder or any former Noteholder for federal income tax purposes or (ii) the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury, which decree, judgment or action shall be final under applicable procedural law, in either case, which has the effect of causing interest paid or payable on the Notes to become includable, in whole or in part, C-6 in the gross income of the Noteholder or any former Noteholder for federal income tax purposes with respect to such Notes. "Excluded Taxes" means, with respect to the Bank or any Noteholder, (a)taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Bank or such Noteholder is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Issuer is located. "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;provided that: (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; and(b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one-hundredth of one percent) charged to the Bank on such day on such transactions as determined by the Bank. "Fiscal Year"has the meaning set forth in the Ordinance. "Fitch" shall mean Fitch, Inc. and its successors and assigns. "Floating Rate" shall mean a rate per annum equal to the product of(i) the Margin Rate Factor and (ii)sum of(A) the SEFMA Index and (B)the Applicable Spread; provided that during the Amortization Period, if any, with respect to any Note, "Floating Rate" shall mean the Bank Rate;provided further that, from and after the occurrence of an Event of Default, "Floating Rate shall mean the Default Rate. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or any successor authority) that are applicable to governmental entities such as the Issuer as of the date of determination, consistently applied. "Governmental Approval" means an authorization, consent, approval, license, or exemption of,registration or filing with, or report to any Governmental Authority. "Governmental Authority" means the government of the United States or any other nation or any political subdivision thereof or any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative C-7 powers or functions of or pertaining to government, or any arbitrator, mediator or other Person with authority to bind a party at law. "Indemnified Taxes" means Taxes other than Excluded Taxes. "Initial Amortization Principal Payment Date" means, with respect to any Note, the first Business Day of the sixth (6th) month immediately following the related Maturity Date. "Initial Note" means the Direct Purchase Note issued on the Closing Date in the principal amount of$250,000, with a Maturity Date of September 30, 2013. "Investment Grade" means a rating of "Baa3" (or its equivalent) or better by Moody's and"BBB-" (or its equivalent) or better by S&P and by Fitch. "Law" means any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority. "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). "Margin Rate Factor" means the greater of(i) 1.0, and (ii) the product of(a) one minus the Maximum Federal Corporate Tax Rate multiplied by (b) 1.54. The effective date of any change in the Margin Rate Factor shall be the effective date of the decrease or increase (as applicable) in the Maximum Federal Corporate Tax Rate resulting in such change. "Master Ordinance"has the meaning set forth in the Ordinance. "Material Adverse Effect" means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Issuer; (b)a material impairment of the ability of the Issuer to perform its obligations under any Related Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Issuer of any Related Document to which it is a party; or (d) a material adverse effect on the rights, interests, security or remedies of the Bank under this Agreement or any other Related Document. "Maturity Date" means, with respect to any Note, the date that such Note is scheduled to mature in accordance with the terms of this Agreement and the Ordinance; provided that in no event shall the "Maturity Date" be later than the Commitment Expiration Date in effect on the related Settlement Date for such Note or the Maximum Maturity Date. C-8 "Maximum Federal Corporate Tax Rate" means the maximum rate of income taxation imposed on corporations pursuant to Section I I(b) of the Code, as in effect from time to time (or, if as a result of a change in the Code, the rate of income taxation imposed on corporations generally shall not be applicable to the Bank, the maximum statutory rate of federal income taxation which could apply to the Bank). "Maximum Interest Rate" has the meaning set forth in the Ordinance. "Maximum Maturity Date"has the meaning set forth in the Ordinance. "Moody's" shall mean Moody's Investors Service, Inc. and its successors and assigns. "Net Revenues"has the meaning set forth in the Master Ordinance. "Note" or "Notes" shall have the meaning specified in Section 1.1 hereof. "Note Payment Fund" has the meaning set forth in the Ordinance. "Noteholder" means the Bank and each Bank Transferee or Non-Bank Transferee pursuant to Section 7.2 hereof so long as such Bank Transferee or Non-Bank Transferee is an owner of Notes. "Obligations" means all amounts payable by the Issuer (including, without limitation, the principal of and interest on Notes) and all other obligations to be performed by the Issuer pursuant to this Agreement and the other Related Documents (including any amounts to reimburse the Bank for any advances or expenditures by it under any of such documents). "Operating Expenses"has the meaning set forth in the Master Ordinance. "Ordinance" shall mean the Ordinance No._-_2013 adopted by the City Council of the City of Fort Worth, Texas on March 26, 2013, as amended in accordance with the terms hereof and thereof. "Other Taxes" means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Related Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Related Document. "Outstanding" has the meaning set forth in the Ordinance "Parity Debt" means Debt of the Issuer that is payable from or secured by Pledged Revenues on a parity with the Issuer's obligation to pay the principal of and interest on the Notes. "Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26,2001). C-9 "Paying Agent/Registrar" means and its successors and assigns. "Paying Agent/Registrar Agreement" means that certain Paying Agent/Registrar Agreement dated as of March _, 2013, between the Issuer and the Paying Agent/Registrar, as the same may be amended, modified or supplemented from time to time in accordance with its terms and the terms hereof. "PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto. "Person" means any individual, corporation, not for profit corporation, partnership, limited liability company, joint venture, association, professional association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity. "Plan" means, with respect to the Issuer and each Subsidiary at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group of which the Issuer or such Subsidiary is a part, (ii) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group of which the Issuer or such Subsidiary is a part is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions. "Pledged Revenues" has the meaning set forth in the Ordinance. "Prime Rate" means on any day, the rate of interest per annum then most recently established by the Bank as its "prime rate." Any such rate is a general reference rate of interest, may not be related to any other rate, and may not be the lowest or best rate actually charged by the Bank to any customer or a favored rate and may not correspond with future increases or decreases in interest rates charged by other lenders or market rates in general, and that the Bank may make various business or other loans at rates of interest having no relationship to such rate. If the Bank ceases to establish or publish a prime rate from which the Prime Rate is then determined, the applicable variable rate from which the Prime Rate is determined thereafter shall be instead the prime rate reported in The Wall Street Journal (or the average prime rate if a high and a low prime rate are therein reported), and the Prime Rate shall change without notice with each change in such prime rate as of the date such change is reported. "Prior Lien Obligations" has the meaning set forth in the Ordinance. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. "Rate Reset Date" means Thursday of each week. C-10 "Rating" means the long-term unenhanced debt rating assigned by any of Moody's, Fitch or S&P to any Prior Lien Obligation. "Rating Agency" means Moody's,Fitch or S&P. "Related Documents" means this Agreement, the Ordinance, the Master Ordinance, the Paying Agent/Registrar Agreement and the Notes, and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing. "Request for Purchase" shall mean the request for a purchase of a Note by the Bank, in the form of Exhibit A hereto. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations adopted prior to the Effective Date. ,,S&P" shall mean Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business, its successors and assigns. "Security" has the meaning set forth in Section 2.17 hereof. "Settlement" shall mean each Settlement described in Section 1.3 hereof. "Settlement Date" shall mean each date on which a Settlement occurs. "SIFMA Index" shall mean, or any Rate Reset Date, the level of the index which is issued weekly and which is compiled from the weekly interest rate resets of tax-exempt variable rate issues included in a database maintained by Municipal Market Data which meet specific criteria established from time to time by the Securities Industry and Financial Markets Association and issued on the next preceding Computation Date. If the SIFMA Index is no longer published, then "SIFMA Index" shall mean the S&P Weekly High Grade Index. If the S&P Weekly High Grade Index is no longer published, then "SIFMA Index" shall mean the prevailing rate determined by the Bank for tax-exempt state and local goverment bonds meeting criteria determined in good faith by the Bank to be comparable under the circumstances to the criteria used by the Securities Industry and Financial Markets Association to determine the SIFMA Index immediately prior to the date on which the Securities and Financial Markets Association ceased publication of the SIFMA Index. "State" shall mean the State of Texas. "Subordinated Obligations"has the meaning set forth in the Ordinance. "Subsidiary" of a Person means a corporation, partnership,joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests C-1 I having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Issuer. "Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement, in each case payable from or secured by a pledge of Pledged Revenues. "System"has the meaning set forth in the Ordinance. "System Fund" has the meaning set forth in the Master Ordinance. "System Obligations" has the meaning set forth in Section 2.09 of the Ordinance. "Taxable Date" means the date on which interest on the Notes is first includable in gross income of the Noteholder (including, without limitation, any previous Noteholder) thereof as a result of an Event of Taxability as such a date is established pursuant to a Determination of Taxability. "Taxable Period" has the meaning set forth in Section 1.8 hereof. "Taxable Rate" means, with respect to a Taxable Period, the product of (i)the average interest rate on the applicable Tax-Exempt Notes during such period and (ii) 1.54. "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. C-12 "Termination Date" means the earlier of (i) the Commitment Expiration Date, as such date may be extended pursuant to Section 1.11 hereof, and (ii) the date the Available Commitment terminates by its terms in accordance with Article V hereof. "Unfunded Vested Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (ii) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or such Plan under Title IV of ERISA. "Welfare Plan" means a "welfare plan," as such term is defined in Section 3(1) of ERISA. ARTICLE I SALE AND PURCHASE;CLOSING;SETTLEMENT Section 1.1. Purchase and Sale of Notes. (a) From the Closing Date through the Termination Date, and upon and subject to the terms and conditions and on the basis of the representations, warranties and agreements contained herein, the Bank hereby agrees, when requested by the Issuer pursuant to this Agreement,to purchase from the Issuer from time to time in an aggregate principal amount at any one time outstanding not to exceed the Available Commitment, and the Issuer hereby agrees to sell and deliver to the Bank from time to time the "City of Fort Worth, Texas Water and Sewer System Direct Purchase Notes, Series WF' (constituting Direct Purchase Notes under the Ordinance and referred to herein as the "Notes"), upon issuance thereof in accordance with and under the terms and conditions of the Ordinance, in one or more installments on each Settlement Date. The Notes are authorized pursuant to the provisions of Chapters 1371 and 1502, Texas Government Code, as amended (collectively, the "Act"), the Issuer's home rule charter and the Ordinance, and are to be issued only for the purposes authorized under the Ordinance. The Notes are issued as Direct Purchase Notes under the Ordinance and, pursuant to the Ordinance and the Master Ordinance, the principal of and interest on the Notes are payable from and secured by a lien on and pledge of the Pledged Revenues, subordinate solely to the lien on and pledge of the Pledged Revenues securing the Prior Lien Obligations and otherwise subject to the terms and conditions of the Master Ordinance and the Ordinance. (b) Pursuant to and subject to the terms of this Agreement, each Note shall be sold to the Bank at a purchase price equal to the principal amount of each Note and no accrued interest and the Bank shall pay such purchase price to the Issuer upon delivery of such Note to the Bank on the related Settlement Date. (c) in regard to the periodic sale of Notes by the Issuer to the Bank pursuant to private placement governed by the terms of this Agreement, the Bank acknowledges that the Issuer has furnished the Bank with all information necessary and requested by the Bank to permit the Bank to make an informed decision concerning its periodic purchase of Notes throughout the term of C-13 this Agreement, and the Bank has made such inspections and investigations as it has deemed necessary to determine the investment quality of the Issuer and its ability to perform under the Ordinance and to assess all risk factors associated with the Bank's purchase of Notes as herein described. The Notes are being purchased for the account of the Bank as evidence of a loan to the Issuer. (d) The Bank hereby acknowledges and represents that it has an on-going business relationship with the Issuer and that it is familiar with the financial condition of the Issuer and the ability of the Issuer to timely pay the principal of and interest on the Notes. The Bank has been furnished with such financial information relating to the Issuer as it has requested for the purposes of making its assessment of the prospects and value of the Notes. The Bank has had a reasonable opportunity to request and review such other information as it needs from the Issuer in order to enable it to make the decision to purchase the Notes. The Bank is not relying on the Issuer or Bond Counsel as to the completeness or accuracy of any financial information provided to the Bank by the Issuer in connection with its determination to purchase the Notes. (e) Each Note shall (i) be dated the date such Note is delivered to the Bank, (ii) be payable from and secured by the Pledged Revenues in the manner described in Section 1.1(a) hereof, (iii)have a Maturity Date as specified in the related Request for Purchase but in no event later than the Commitment Expiration Date or Maximum Maturity Date, with principal thereof and interest thereon payable as specified in this Agreement, and (iv) bear interest at the Floating Rate. Interest on the Notes shall be calculated on the basis of a year of 360 days and actual days elapsed from the Settlement Date. Section 1.2. Closing. At such date and time as shall have been mutually agreed upon by the Issuer and the Bank, the certificates, opinions and other documents required by Section 3.2 below shall be executed and delivered (all of the foregoing actions are herein referred to collectively as the "Closing"). Assuming the Closing is completed in accordance with the provisions of this Agreement then, subject to the provisions of this Agreement and the conditions set forth in Section 3.3 hereof, the Bank shall purchase each Note and pay the purchase price therefor specified in Section l.l(b) hereof (and the Issuer shall issue and deliver such Note) at each Settlement. Section 1.3. Purchase Request and Settlement. In order to request the purchase of a Note by the Bank, the Issuer shall deliver a Request for Purchase to the Bank in the form of Exhibit A hereto, and deliver or cause to be delivered to the Bank the other documents required by Section 3.3 hereof, not later than 10:00 A.M. (Fort Worth, Texas time) on the second (2nd) Business Day prior to the proposed Settlement Date. The Bank will, subject to the terms and conditions hereof, accept such delivery and pay or cause to be paid the purchase price of the Note or Notes by wire transfer in immediately available funds to the Issuer (all of the foregoing described transactions are herein referred to collectively as the "Settlement");provided that if so directed by the Issuer, the Bank shall pay or cause to be paid the purchase price of the Note or Notes by wire transfer in immediately available funds to the Paying Agent/Registrar for deposit into the Note Payment Fund. C-14 Section 1.4. Interest Rate. (a) Each Note shall bear interest at a rate per annum equal to the lesser of(1) the Maximum Interest Rate or (2) the Floating Rate. The Floating Rate shall be rounded upward to the second decimal place. (b) Any principal of, and to the extent permitted by applicable law, any interest on the Notes and any other sum payable hereunder, which is not paid when due shall bear interest, from the date due and payable until paid, payable on demand, at a rate per annum equal to the lesser of (i) the Default Rate and (ii) subject to Section 1.4(c)hereof, the Maximum Interest Rate. (c) Upon the occurrence of an Event of Default, the Notes and all other Obligations payable hereunder shall bear interest, payable on demand (excluding interest on outstanding Notes, which will remain payable in accordance with their terms until their respective maturity dates), at a rate per annum equal to the lesser of (i) the Default Rate and (ii) subject to Section 1.4(c)hereof,the Maximum Interest Rate. (d) Anything in Section 1.4(a), 1.4(b)or 1.4(c)to the contrary notwithstanding, if at any time the interest rate which would otherwise be payable on a Note exceeds the Maximum Interest Rate, the rate of interest to accrue on the aggregate unpaid outstanding principal balance of the Note during that time shall be limited to the Maximum Interest Rate, but any subsequent reductions in the interest rate applicable to the Note shall not become effective to reduce the interest rate below the Maximum Interest Rate until the total amount of interest accrued on the aggregate unpaid outstanding principal balance of the Note equals the total amount of interest which would have accrued if the applicable interest rate on the Note as provided hereunder had at all times been in effect. Notwithstanding the foregoing, on the date on which no principal amount with respect to the Notes remains unpaid, the Issuer shall pay to each Noteholder a fee equal to any accrued and unpaid excess interest pursuant to this Section 1.4(d). Section 1.5. Payment. (a) Accrued but unpaid interest on each Note shall be due and payable on the first day of every calendar month and on the Maturity Date of each such Note. Interest due and payable on a Note shall be equal to the amount accrued to, but excluding the related payment date. If the payment date for the principal of or interest on a Note is a day other than a Business Day, the date for payment thereof shall be extended, without penalty, to the next succeeding Business Day, and such extended period of time shall be included in the computation of interest; provided, however, the payment of interest on a Note on such extended date shall have the same force and effect as if made on the original payment date. (b) All outstanding principal of any Note shall be due and payable on the related Maturity Date of such Note;provided that if all conditions precedent to the Amortization Period set forth in Section 3.5 hereof are satisfied(the "Amortization Requirements"), then the principal of the Note shall be payable on the following terms: (i) such Note shall bear interest at the Bank Rate, (ii) interest on such Note shall be payable in arrears on the first on the first Business Day of each calendar month and on the Amortization End Date, and (iii) the principal amount of such Note shall be payable on each Amortization Principal Payment Date. The Issuer acknowledges that the foregoing payment schedule may result in a final payment substantially higher than the preceding payments. C-15 (c) The Issuer may prepay any Note, in full at any time or in part from time to time on any Business Day,provided, that (i) the Bank shall have received from the Issuer fifteen (15) days prior written notice of the intention to prepay, the amount to be prepaid, and the date on which the prepayment will be made; (ii) each prepayment shall be in the amount of$250,000 or integral multiple of$10,000 in excess thereof(unless the prepayment is in full); and (iii) each prepayment shall be in the amount of 100% of the principal to be prepaid, plus accrued unpaid interest thereon to the date of prepayment, plus any other sums which have become due to the Bank and for which the Bank has delivered an invoice to the Issuer, on or before the date of prepayment but have not been paid. Notwithstanding the foregoing, during the Amortization Period with respect to any Note, the Issuer may prepay such Note in whole or in part, on any Business Day, without cost, penalty or premium, provided at least three (3) days' written notice is provided by the Issuer to the Bank. Each such notice of optional prepayment shall be irrevocable and shall bind the Issuer to make such prepayment in accordance with such notice. (d) The Issuer shall issue the Initial Note on the Closing Date, and subject to satisfaction of the conditions set forth in Section 3.2 hereof, the Bank agrees to purchase the Initial Note, at a price of par and no accrued interest. Section 1.6. Increased Costs and Reduced Return. (a) Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, liquidity ratio, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Bank or any Noteholder; (ii) subject the Bank or any Noteholder to any Tax of any kind whatsoever with respect to this Agreement or the Notes, or change the basis of taxation of payments to the Bank or such Noteholder in respect thereof(except for Indemnified Taxes or Other Taxes covered by Section 1.7 and the imposition of, or any change in the rate of any Excluded Tax payable by the Bank or such Noteholder); or (iii) impose on the Bank or any Noteholder any other condition, cost or expense affecting this Agreement or the Notes; and the result of any of the foregoing shall be to increase the cost to the Bank or such Noteholder of owning the Notes (or of maintaining its obligation to purchase the Notes), or to reduce the amount of any sum received or receivable by the Bank or such Noteholder hereunder or under the Notes (whether of principal, interest or any other amount) then, upon written request of the Bank or such Noteholder as set forth in clause(c) of this Section,the Issuer shall promptly pay to the Bank or such Noteholder, as the case may be, such additional amount or amounts as will compensate the Bank or such Noteholder, as the case may be, for such additional costs incurred or reduction suffered. C-16 (b) Capital Requirements. If the Bank or any Noteholder determines that any Change in Law affecting the Bank or such Noteholder or the Bank's or such Noteholder's parent or holding company, if any, regarding capital requirements, has or would have the effect of reducing the rate of return on the Bank's or such Noteholder's or the Bank's or such Noteholdcr's parent or holding company holding, if any, as a consequence of this Agreement, or ownership of the Notes, to a level below that which the Bank or such Noteholder or the Bank's or such Noteholder's parent or holding company could have achieved but for such Change in Law (taking into consideration the Bank's or such Noteholder's policies and the policies of the Bank's or such Noteholder's parent or holding company with respect to capital adequacy), then from time to time upon written request of the Bank or such Noteholder as set forth in clause (c) of this Section, the Issuer shall promptly pay to the Bank or such Noteholder, as the case may be, such additional amount or amounts as will compensate the Bank or such Noteholder or the Bank's or such Noteholder's parent or holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of the Bank or any Noteholder setting forth in reasonable detail the amount or amounts necessary to compensate the Bank or any such Noteholder or the Bank's or any such Noteholder's parent or holding company, as the case may be, as specified in paragraph (a)or (b) of this Section and delivered to the Issuer, shall be conclusive absent manifest error. The Issuer shall pay the Bank or any such Noteholder, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of the Bank or any such Noteholder to demand compensation pursuant to this Section shall not constitute a waiver of the Bank's or any.such Noteholder's fight to demand such compensation. (e) Survival. Without prejudice to the survival of any other agreement of the Issuer hereunder, the agreements and obligations of the Issuer contained in this Section shall survive the termination of this Agreement and the payment in full of the Notes and the obligations of the Issuer thereunder and hereunder for a period of one(1) year. Section 1.7. Taxes. (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Issuer hereunder or under the Notes shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Issuer shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i)the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Bank or such Noteholder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Issuer shall make such deductions and (iii) the Issuer shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. C-17 (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph(a) above, the Issuer shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (c) Indemnification by the Borrower. To the fullest extent permitted by applicable State law, the Issuer shall indemnify the Bank and each other Noteholder, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Bank or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority;provided that the Issuer shall not be obligated to reimburse the Bank or any Noteholder for any penalties, interest or expenses relating to Indemnified Taxes and Other Taxes arising from such indemnified party's own negligence or willful misconduct. A certificate stating the amount of such payment or liability delivered to the Issuer by the Bank or such Noteholder shall be conclusive absent manifest error. In addition, the Issuer shall indemnify the Bank and the other Noteholders, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by Bank or any Noteholder as a result of any failure of the Issuer to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Bank and the other Noteholders, pursuant to clause(d), documentation evidencing the payment of Taxes. (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Issuer to a Governmental Authority, the Issuer shall deliver to the Bank or such other Noteholder, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Bank or such Noteholder, as applicable. (e) Treatment of Certain Refunds. If the Bank or any other Noteholder determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section (including additional amounts paid by the Issuer pursuant to this Section), it shall promptly pay to the applicable indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Bank or such Noteholder, as applicable, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable indemnifying party, upon the request of the Bank or such Noteholder, as applicable, agrees to repay the amount paid over pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Bank or such Noteholder, as applicable, in the event the Bank or such Noteholder, as applicable, is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Bank or such Noteholder, as applicable, be required to pay any amount to an indemnifying party pursuant to this paragraph(e) the payment of which would place the Bank or such Noteholder, as applicable, in a less favorable net after-tax position than the Bank or such Noteholder, as applicable, would have been in if the C-18 indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Bank or such Noteholder, as applicable, to make available its tax returns (or any other information relating to its taxes which it deems confidential)to the Issuer or any other Person. (f) Survival. Without prejudice to the survival of any other agreement of the Issuer hereunder, the agreements and obligations of the Issuer contained in this Section shall survive the termination of this Agreement and the payment in full of the Notes and the obligations of the Issuer thereunder and hereunder for a period of one(1) year. Section 1.8. Determination of Taxability. (i) In the event a Determination of Taxability occurs with respect to any Notes, to the extent not payable to each Noteholder(or to the Bank for the period that it was the Noteholder of any of the Notes) under the terms of the Ordinance and the Notes, the Issuer hereby agrees to pay to each Noteholder (or, if applicable, the Bank) on demand therefor (1)an amount equal to the difference between (A)the amount of interest that would have been paid to such Noteholder (or, if applicable, the Bank) on such Notes during the period for which interest on such Notes is included in the gross income of such Noteholder(or, if applicable, the Bank) if such Notes had borne interest at the Taxable Rate, beginning on the Taxable Date (the "Taxable Period"), and (B)the amount of interest actually paid to the Noteholder (or, if applicable, the Bank) during the Taxable Period, and (2) an amount equal to any interest, penalties or charges owed by such Noteholder (or, if applicable, the Bank) as a result of interest on such Notes becoming included in the gross income of such Noteholder(or, if applicable, the Bank), together with any and all attorneys' fees, court costs, or other out-of-pocket costs incurred by such Noteholder (or, if applicable, the Bank) in connection therewith;provided, that, subject to the provisions of Section 1.4(d) hereof, in no event shall the interest rate borne by the Notes exceed the Maximum Interest Rate. (ii) Subject to the provisions of clauses (iii) and (iv) below, such Noteholder (or, if applicable, the Bank) shall afford the Issuer the opportunity, at the Issuer's sole cost and expense, to contest (1) the validity of any amendment to the Code which causes the interest on such Notes to be included in the gross income of such Noteholder (or, if applicable, the Bank) or (2) any challenge to the validity of the tax exemption with respect to the interest on such Notes, including the right to direct the necessary litigation contesting such challenge(including administrative audit appeals). (iii) As a condition precedent to the exercise by the Issuer of its right to contest set forth in clause(ii) above, the Issuer shall, on demand, immediately reimburse such Noteholder for any and all expenses (including attorneys' fees for services that may be required or desirable, as determined by such Noteholder(or, if applicable, the Bank) in its sole discretion) that may be incurred by the Bank in connection with any such contest, and shall, on demand, immediately reimburse the Bank for any and all penalties or other charges payable by such Noteholder (or, if applicable, the Bank) for failure to include such interest in its gross income; and C-19 (iv) The obligations of the Issuer under this Section 1.8 shall survive the termination of this Agreement, the termination of any of the other Related Documents, and the redemption or other payment in full of the Notes. Section 1.9. Fees. (a) Commitment Fees. The Issuer agrees to pay to the Bank a nonrefundable fee (the "Commitment Fee") accruing at a rate of 35 basis points (0.35%) per annum on the daily Available Commitment, which is subject to maintenance of the Rating in effect. In the event of a change in the Rating, the Commitment Fee shall be the number of basis points associated with such new rating as set forth in the following schedule: MOODY'S COMMITMENT LEVEL RATING S&P RATING FITCH RATING FEE Level I Aal or above AA+or above AA+or above 0.350% Level 2 Aa2 AA AA 0.425% Level 3 Aa3 AA- AA- 0.500% Level 4 Al A+ A+ 0.650% Level 5 A2 A A 0.800% Level 6 A3 A- A- 0.950% Level 7 Baal BBB+ BBB+ 1.200% Level 8 Baa.2 BBB BBB 1.550% Level 9 Baa3 or below BBB-or below BBB-or below 2.050% In the event of a split Rating (i.e., one of the Ratings is at a different Level than one or more of the other Ratings), the Commitment Fee will be based upon the Level in which the lower of the two highest Ratings appears in the pricing grid set forth above or, if two of such Ratings are equivalent, the Level in which the two equivalent Ratings appear (for the avoidance of doubt, Level 9 is the lowest Level and Level I is the highest Level); provided that in the event there are less than three Ratings, the Commitment Fee shall be based upon the Level in which the lower Rating appears in the pricing grid set forth above. Any change in the Commitment Fee resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating. References to Ratings above are references to rating categories as presently determined by the Rating Agencies and in the event of adoption of any new or changed rating system, the ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system that most closely approximates the applicable rating category as currently in effect. The Issuer acknowledges that as of the Closing Date the Commitment Fee is that specified above for Level 1. The Commitment Fee shall be payable quarterly in arrears on the first Business Day of each June, September, December and March (commencing on June 3, 2013, for the period from and including the Closing Date to and including June 2, 2013), and on the Termination Date. The Commitment Fee shall be calculated on the basis of a 360-day year and actual days elapsed. C-20 (b) Amendment, Consent or Waiver Fee. Upon each amendment hereof, consent or waiver hereunder or under any Related Document, the Issuer shall pay or cause to be paid attorneys' fees and expenses, if any, incurred by the Bank in processing such amendment, consent or waiver and a fee to the Bank in a minimum amount of $2,500 for each such amendment,consent or waiver. (c) If the Issuer shall fail to pay any amount payable under this Section 1.9 as and when due, each such unpaid amount shall bear interest for each day from and including the date it was due until paid in full at the applicable Default Rate. (d) The Issuer shall pay within thirty(30)days after demand: (i) if an Event of Default shall have occurred, all costs and expenses of the Bank in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Related Documents and such other documents which may be delivered in connection therewith; (ii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Bank in connection with advising the Bank as to its rights and responsibilities under this Agreement and the other Related Documents or in connection with responding to requests from the Issuer for approvals, consents and waivers; and (iii) any amounts advanced by or on behalf of the Bank to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Document,together with interest at the Default Rate. Section 1.10. Funding Indemnity. In the event the Bank shall incur any loss, cost, or expense (including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by the Bank to purchase or hold the Notes or the relending or reinvesting of such deposits or other funds or amounts paid or prepaid to the Bank) as a result of any prepayment of any Note on a date other than a Rate Reset Date for any reason, whether before or after default, and whether or not such payment is required by any indemnity provision of this Agreement or the Ordinance, then upon the demand of the Bank, the Issuer shall, to the extent permitted by applicable State law, pay to the Bank a prepayment premium in such amount as will reimburse the Bank for such loss, cost, or expense. If the Bank requests such prepayment premium, it shall provide to the Issuer a certificate setting forth the computation of the loss, cost, or expense giving rise to the request for such prepayment premium in reasonable detail and such certificate shall be conclusive if reasonably determined. Section LIL Extension of Commitment Expiration Date. The Issuer may request an extension of the Commitment Expiration Date in writing in the form of Exhibit B hereto not more than 180 days prior to the then current Commitment Expiration Date and not less than 120 days prior to the then current Commitment Expiration Date. The Bank will make reasonable efforts to respond to such request within 45 days after receipt of all information necessary, in the C-21 Bank's judgment, to permit the Bank to make an informed credit decision. If the Bank fails to definitively respond to such request within such 45-day period, the Bank shall be deemed to have refused to grant the extension requested. The Bank may, in its sole and absolute discretion, decide to accept or reject any such proposed extension and no extension shall become effective unless the Bank shall have consented thereto in writing in the form of Exhibit C hereto or otherwise. The Bank's consent, if granted, shall be conditioned upon the preparation, execution and delivery of documentation in form and substance satisfactory to the Bank. ARTICLE II REPRESENTATIONS,WARRANTIES AND AGREEMENTS OF THE ISSUER The Issuer hereby represents and warrants to and covenants with the Bank that: Section 2.1. Organization and Powers. The Issuer is a home rule city, operating as such under the Constitution and laws of the State of Texas (the "State"), and is a political subdivision of the State,duly created, organized and existing under the Constitution and laws of the State and has, and (except as may result from a Change in Law) at each Settlement Date will have, full legal right, power and authority under the Act, the Issuer's home rule charter, the Master Ordinance, and the Ordinance to: (a) execute, deliver and perform this Agreement; (b) issue, sell and deliver the Notes to the Bank, as provided herein; (c)pledge and, (if applicable) collect, the Security pledged to the payment of the principal of and interest on the Notes and the fees identified in Section 1.9 hereof pursuant to the Ordinance; (d) to operate the System; and (e)carry out and consummate the transactions described in this Agreement and the Ordinance. Section 2.2. Authorization; Contravention. The Issuer has complied and will, at each Settlement Date, be in compliance (except as may result from a Change in Law) in all respects with the obligations on its part contained in the Ordinance and this Agreement and the laws of the State, including the Act and the execution, delivery, and performance of the Related Documents do not contravene, or result in the violation of, or constitute a default under, any provision of applicable law or regulation, or any order, rule, or regulation of any Governmental Authority, or instrumentality or any agreement, resolution, or instrument to which the Issuer is a party or by which it or any of its property is bound. Section 2.3. Binding Effect. (a) By official action of the Issuer on or prior to the date hereof, the Issuer has (i) duly adopted the Ordinance and the Master Ordinance, (ii) duly authorized and approved the execution and delivery of, and the performance by the Issuer of the obligations on its part contained in, the Notes, the Ordinance and this Agreement and (iii) duly authorized and approved the consummation by it of all other transactions described in this Agreement; and the Ordinance, the Notes (when issued from time to time) and this Agreement constitute the legal, valid and binding obligations of the Issuer, enforceable in accordance with their respective terms, subject to principles of sovereign immunity and applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, C-22 to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (b) The Notes, if and when issued, authenticated and delivered in accordance with the Ordinance and sold to the Bank as provided herein, will be validly issued and outstanding System Obligations of the Issuer, entitled to the benefits of the Ordinance; and upon such issuance, authentication and delivery the Ordinance will provide, for the benefit of the owners from time to time of the Notes, a legally valid and binding lien on and pledge of the Security pledged under the Ordinance, subject only to the provisions of the Ordinance permitting the application thereof on the terms and conditions set forth in the Ordinance. Section 2.4. Default. The Issuer is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State (or any agency thereof) or the United States (or any agency thereof) or of any applicable judgment or decree or any loan agreement, note, resolution, ordinance, agreement or other instrument to which the Issuer is a party or to which it or any of its property is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice or both could reasonably be expected to constitute a default or event of default under any such instrument; and the execution and delivery of this Agreement and the Notes and the adoption of the Ordinance, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, note, resolution, ordinance, agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property is otherwise subject; nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Issuer or under the terms of any such law, regulation or instrument, except as provided by the Notes, the Ordinance and this Agreement. Section 2.5. Governmental Consent or Approval. All authorizations, approvals, licenses, permits, consents and orders of any Governmental Authority, having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Issuer of, its obligations in connection with the issuance, sale and delivery of the Notes under this Agreement and the Ordinance have been duly obtained, including the approval of the transactions described herein and in the Related Documents by the Attorney General of the State of Texas. Section 2.6 Legislation. There is no legislation, including any amendment or, to the knowledge of the Issuer, proposed amendment to the constitution of the State of Texas or any administrative interpretation of the constitution of the State of Texas, or any legislation that has passed either house of the legislature of the State of Texas, or any judicial decision interpreting any of the foregoing, law action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the best knowledge of the Issuer, after due inquiry, threatened against the Issuer,the System, or relating to other applicable laws or regulations, or this Agreement or the other Related Documents, or others (a)affecting the Issuer or the corporate existence of the Issuer or the titles of its officers to their respective offices, c-aa (b) seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Notes or the pledge, and (if applicable) collection, of the Security for the payment of the principal of and interest on the Notes, or the pledge thereof, (c) in any way contesting or affecting the transactions described herein or the validity or enforceability of the Notes, the Ordinance, or this Agreement, or (d) contesting the powers or authority of the Issuer for the issuance of the Notes, the adoption of the Ordinance or the execution and delivery of this Agreement. Section 2.7. Reliance on Representations. Any certificate signed by an authorized officer of the Issuer and delivered to the Bank at or prior to the Closing and each Settlement Date shall be deemed a representation and warranty by the Issuer in connection with this Agreement to the Bank as to the statements made therein upon which the Bank shall be entitled to rely. Section 2.8. Complete and Correct Information. All information, reports, and other Ifo papers and data with respect to the Issuer and the System furnished by the Issuer to the Bank in connection with this Agreement were, at the time the same were so furnished, complete and correct in all material respects, to the extent necessary to give the Bank a true and accurate knowledge of the subject matter. No document furnished or statement made by the Issuer in connection with the negotiations, preparation, or execution of this Agreement contains any untrue statement of a fact material to its creditworthiness or omits to state a material fact necessary in order to make the statements contained therein not misleading. Since the effective date of the financial information provided by the Issuer to the Bank in connection with this Agreement, there has been no material adverse change in the business, properties, condition (financial or otherwise), or operations, present or prospective,of the System. Section. 2.9. Tax Returns and Payments. (i) All federal, state and other tax returns of the Issuer and each of its Affiliates required by law to be filed have been duly filed, (ii) all federal, state and other taxes, assessments and other governmental charges or levies upon the Issuer, each of its Affiliates and the respective Properties, income, profits and assets of the Issuer and each of its Affiliates that are due and payable have been paid and (iii) the charges, accruals and reserves on the books of the Issuer and each of its Affiliates in respect of such taxes and charges that are not yet due and payable are adequate to pay such taxes and charges when such taxes and charges become due and payable, and the Issuer knows of no reason to anticipate any additional assessments for which adequate reserves have not been established. Section 2.10. ERISA. The Issuer does not maintain or contribute to, and has not maintained or contributed to, any employee pension benefit plan that is subject to Title IV of ERISA or that is subject to the minimum funding standards under Section 412 of the Code. Section 2.11. Environmental Law. The Issuer has not received any notice to the effect that the System's operations are not in material compliance with any Environmental Law. Section 2.12. Title. The Issuer has good and marketable title to the System assets except where the failure to have good and marketable title to any of its assets would not have a Material Adverse Effect. None of the System assets is subject to any Lien other than Liens permitted by Section 4.10 hereof. C-24 Section 2.13. Insurance. The Issuer either self-insures or currently maintains insurance coverage with insurance companies believed by it to be capable of performing its obligations wider the respective insurance policies issued by such insurance companies to the Issuer (as determined in its reasonable discretion) and in full compliance with Section 40) of the Master Ordinance. Section 2.14. Incorporation by Reference. The Issuer hereby makes to the Bank the same representations and warranties as are set forth by it in the Related Documents to which the Issuer is a party, which representations and warranties, as well as the related defined terms contained therein, are hereby incorporated by reference herein. All representations and warranties made herein to the Bank or incorporated hereby for the benefit of the Bank are made with the understanding that the Bank is relying upon the accuracy of such representations and warranties. Notwithstanding that the Bank may conduct its own investigation as to some or all of the matters covered by the representations and warranties in the Related Documents, and any certificates, information, opinions or documents delivered in connection therewith, the Bank is entitled to rely on all representations and warranties as a material inducement to the Bank's commitment to purchase Notes pursuant to terms of this Agreement. Section 2.15. Tax-Exempt Status. The Issuer has not taken any action or omitted to take any action, and has no actual knowledge of any action taken or omitted to be taken by any other Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Notes from gross income for federal income tax purposes or the exemption of interest on the Notes from state personal income taxes. Section 2.16 Usury. None of the Related Documents provide for any payments that would violate any applicable law regarding permissible maximum rates of interest. Section 2.17. Security. The Notes and all other amounts due under this Agreement are special obligations of the Issuer, constituting System Obligations, payable from and secured solely by the funds pledged therefor pursuant to the Ordinance and this Agreement, as authorized thereby. To provide security for the payment of the principal of and interest on the Notes and all other amounts payable under this Agreement, as the same shall become payable, pursuant to the Ordinance, the Issuer has pledged and granted, under and pursuant to Section 2.09 of the Ordinance, a lien on and pledge of the Pledged Revenues, such lien on and pledge of Pledged Revenues to secure the Notes and all other amounts payable under this Agreement, such lien and pledge, being subordinate only to the lien on and pledge of the Pledged Revenues securing the payment of the Prior Lien Obligations now or hereafter outstanding and prior to the lien on and pledge of Pledged Revenues securing Subordinated Obligations. The Obligations, being secured by and payable from the lien on and pledge of the Pledged Revenues as described in the preceding sentence, are issued as System Obligations under the Ordinance. The Ordinance creates the valid lien and pledge which it purports to create on the Pledged Revenues for the benefit of the holders of the Notes and the payment of the Obligations. All of such sources and pledges are herein called the"Security." In accordance with the provisions of the Ordinance and the Master Ordinance and the respective documentation governing the Prior Lien Obligations that are now Outstanding and C-25 that will remain Outstanding subsequent hereto, the Notes represent System Obligations. As such (and as stated above), debt service on the Notes and the Obligations are payable from available revenues of the System disbursed from the System Fund. The Pledged Revenues shall be deposited into the Note Payment Fund, for further deposit into the appropriate account therein, from time to time in amounts necessary to pay the principal of and/or interest on the Notes and the other Obligations to the extent not paid from the proceeds of or replaced with other Notes or obligations of the Issuer issued for such purpose. Subject to the provisions of Section 4.21 hereof, the Bank acknowledges that Section 2.09 of the Ordinance expresses the Issuer's intent to pay the principal of the Direct Purchase Notes from the issuance of Notes or other obligations of the Issuer, and that the Issuer will not set System rates sufficient to pay the principal of the Direct Purchase Notes on their stated Maturity Date. Chapter 1208, Texas Government Code, applies to the Notes and the pledge of Pledged Revenues made under the Ordinance and confirmed in this Section 2.18, and such pledge is therefore valid, effective, and perfected. If Texas law is amended at any time while this Agreement remains valid and in effect (and Notes purchased hereunder are outstanding and unpaid) such that the aforementioned pledge made by the Issuer is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Noteholders and the Bank, as applicable, the perfection of the security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 2.18. Anti-Terrorism Laws. Neither the Issuer nor any of its Affiliates is in violation of any Laws relating to terrorism or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), and the Patriot Act; (a) Neither the Issuer nor any of its Affiliates is any of the following: (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; (iii) a Person with which the Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports "terrorism"as defined in the Executive Order-,or (v) a Person that is named as a "specially designated national and blocked person" on the most current list published by the Office of Foreign Asset Control ("OFAC") or any list of Persons issued by OFAC pursuant to the Executive Order at its C-26 official website or any replacement website or other replacement official publication of such list; (b) Neither the Issuer nor any of its Affiliates (i)conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in subsection(a)(ii) above, (ii)deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or (iii)engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Section 2.19. Outstanding Debt. Other than Prior Lien Obligations, there is no outstanding Debt of the Issuer payable from or secured by Pledged Revenues that is senior in priority of payment or security to the principal of or interest of the Notes and all other Obligations hereunder. ARTICLE III CONDITIONS Section 3.1. Certain Conditions to Bank's Obligations. The Bank has entered into this Agreement in reliance upon the representations and warranties of the Issuer contained herein and to be contained in the documents and instruments to be delivered at the Closing and at each Settlement, and upon the performance by the Issuer of its obligations hereunder, as of the date hereof and as of the Closing Date and each Settlement Date. Accordingly, the Bank's obligations under this Agreement to purchase, to accept delivery of and to pay for the Notes shall be subject to performance by the Issuer of its obligations to be performed hereunder and the delivery of the documents and instnnnents required to be delivered hereby at or prior to the Closing and at each Settlement, and shall also be subject to the following additional conditions: (a) The representations and warranties of the Issuer contained herein shall be true, complete and correct on the date hereof, on the Closing Date and on each Settlement Date; (b) Both at the time of the conditions to Section 3.1 and 3.2 hereof are satisfied and at the time of each Settlement, this Agreement and the Ordinance shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any manner which will adversely affect (i) the ability of the Issuer to issue the Notes or perform its obligations thereunder or under this Agreement or(ii)the security for the Notes; (c) Both at the time of the Closing and at the time of each Settlement, all official action of the Issuer relating to this Agreement, the Notes and the Ordinance shall have been taken and shall be in full force and effect in accordance with their respective C-27 terms and shall not have been amended, modified or supplemented in any material adverse respect; (d) At the time of each Settlement, there shall have been no material adverse change in the financial position,results of operations or condition, financial or otherwise, of the Issuer; (e) With the exception of the Initial Note, the Issuer shall not request that the Bank purchase more than one (1) Note in each calendar month. Each Note requested to be purchased by the Bank pursuant to the terms hereof shall be in a principal amount not less than$1,000,000; (f) The Bank will have no obligation to purchase any Note if, because of a Change in Law, such request to purchase Notes made by the Issuer would be illegal. In such event, the Issuer will have no liability whatsoever with respect to such request for purchase and the Bank will have no liability for its failure to so purchase if such failure is due to a Change in Law; and (g) At the time of each Settlement, no Default or Event of Default shall have occurred and be continuing. Section 3.2. Closing Conditions. (a) The Bank's obligations under this Agreement shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder, and the applicable conditions of Section 3.3 hereof having been satisfied, and the tender by the Issuer of its performance at the Closing as described in this Section, which Closing shall not be completed unless the Bank shall receive at the time of the Closing the following: (i) The Ordinance certified as having been duly adopted by the Issuer and as being in full force and effect, with such supplements or amendments as may have been agreed to by the Bank; (ii) An opinion of Bond Counsel, dated the Closing Date and addressed to the Bank, to the effect that as of the Closing Date: (A) the Ordinance has been duly adopted and is in full force and effect; (B) this Agreement has been duly authorized,executed and delivered by, and constitutes a legal, valid and binding special obligation of, the Issuer in accordance with its terms; (C) assuming no change in applicable law from the laws in effect on the date of such opinion, the Notes, if issued, will not be subject to the registration requirements of the 1933 Act and the Ordinance, on such date of issuance, will be exempt from qualification pursuant to the 1939 Act; and (D) interest on the Notes is excludable from gross income of the owners thereof for federal income tax purposes under existing law and is not subject to the alternative minimum tax; (iii) A certificate, dated the date of the Closing, of an Authorized Representative to the effect that: (A) the representations and warranties of the Issuer contained herein are true and correct in all material respects on and as of the Closing Date, as if made on the Closing Date; (B) no action, suit, proceeding, inquiry or C-28 investigation, at law or in equity, before or by any court, public board or body, is pending or, to the best of his or her knowledge, threatened, affecting the corporate existence of the Issuer or the titles of its officers to their respective offices, or seeking to prohibit, restrain or enjoin the issuance, delivery or sale of the Notes or the collection of Pledged Revenues pledged or to be pledged to pay the principal of and interest on the Notes, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Notes, the Ordinance, this Agreement, or contesting the powers of the Issuer or any authority for the issuance of the Notes, the pledge of the Pledged Revenues pursuant to the Ordinance, the adoption of the Ordinance or the execution of this Agreement, wherein an unfavorable decision, ruling or finding would could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) the Ordinance has been duly passed and adopted by the governing body of the Issuer, has not been modified, amended or repealed since its passage and adoption and is in full force and effect as of the Closing Date; (D) the Issuer has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing; and(E) that, with respect to the System and except as previously disclosed to the Bank in writing, there has been no event or circumstance since September 30, 2012, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (B) that the representations and warranties contained in Article 11 hereof and the other Related Documents are true and correct in all material respects on the Closing Date and (C) no event has occurred and is continuing, or would result from entry into this Agreement, which would constitute a Default or Event of Default; (iv) Any out of pocket costs and expenses of the Bank and the Bank's Counsel's fees (in an amount not to exceed $-) plus disbursements and any other accrued fees and expenses, if any, shall have been paid; (v) The final approving opinion of the Texas Attorney General in respect of the transactions described by this Agreement and the other Related Documents; (vi) Evidence that the Notes shall have been assigned a rating of"_" (or its equivalent)by Moody's, Fitch and S&P, (vii) Evidence that the unenhanced long-term credit rating assigned to the Prior Lien Obligations from Moody's, Fitch and S&P shall be at least "Aal," "AA+" and "AA," respectively; (viii) The audited annual financial statements of the Issuer and the System, together with internally prepared financial statements of the Issuer and the System for the fiscal quarter(s) ended since the end of such Fiscal Year and a copy of the Issuer's investment policy in effect as of the Closing Date; (ix) The Bank shall have received a written description of all actions, suits or proceedings pending or threatened against the Issuer or any of its Affiliates in any court or before any arbitrator of any kind or before or by any governmental or non-governmental body which could reasonably be expected to result in a Material C-29 Adverse Effect, if any, and such other statements, certificates, agreements, documents and information with respect thereto as the Bank may reasonably request; and (x) Such additional legal opinions, certificates, instruments and other documents as the Bank may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the Issuer's representations and warranties contained herein and the due performance or satisfaction by the Issuer on or prior to the Closing Date of all the agreements then to be performed and conditions then to be satisfied by it. (b) All the opinions, letters, certificates, instruments and other documents mentioned above shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Bank. Section 3.3. Settlement Conditions. The Bank's obligations under this Agreement to purchase, to accept delivery of and to pay the purchase price of a Note on each Settlement Date shall be conditioned upon the performance by the Issuer of its obligations to be performed hereunder, including, without limitation, the Closing having been completed, and the Issuer having tendered performance of its obligations under this Section 3.3 hereof with respect to each Settlement, which Settlement shall not be completed unless the Bank shall receive at the time of each Settlement the following: (i) A Request for Purchase executed by an Authorized Representative; (ii) A certificate, dated each Settlement Date, signed by an Authorized Representative in substantially the form of the certificate of the Issuer delivered at the Closing pursuant to Section 3.2(a)(iii), with such modifications thereto as are necessary to refer to each Settlement Date and each Settlement (rather than the Closing Date) and to cover the financial reporting period from the System's most recently completed Fiscal Year for which it has delivered audited financial statements; (iii) Such additional legal opinions, certificates, instruments and other documents as the Bank may reasonably request to evidence the truth and accuracy, as of the date hereof and as of each Settlement Date, of the Issuer's representations and warranties contained herein and the due performance or satisfaction by the Issuer on or prior to each Settlement Date of all the agreements then to be performed and conditions then to be satisfied by it, (iv) Evidence satisfactory to the Bank that all conditions set forth in Section 3.1 hereof have been satisfied; and (v) An opinion of Bond Counsel, addressed to the Bank, that (A) the Notes, when authenticated and delivered to and paid for by the Bank in accordance with this Agreement, will be valid and legally binding special obligations of the Issuer, and (B)in the case of the issuance of any the Notes, that interest on such Notes is excludable from C-30 gross income of the owners thereof for federal income tax purposes under existing law and is not subject to the alternate minimum tax. Section 3.4. Satisfaction or Waiver of Conditions. All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Bank, and the Bank shall have the right to waive any condition set forth in this Article III. Section 3.5. Conditions Precedent to Amortization Period. The commencement of an Amortization Period with respect to any Note as provided for herein shall be subject to the fulfillment of each of the following conditions precedent on or before the related Maturity Date in a manner satisfactory to the Bank: (a) The following statements shall be true and correct on the related Maturity Date, and the Bank shall have received a certificate incorporating by reference the definitions of the capitalized terms defined in this Agreement, signed by an Authorized Representative and dated as of such Maturity Date, stating that: (i) the representations and warranties of the Issuer contained herein and in each of the other Related Documents and each certificate, letter, other writing or instrument delivered by the Issuer to the Bank pursuant hereto or thereto are true and correct in all material respects on and as of such Maturity Date as though made on and as of such date; and (ii) no Default or Event of Default has occurred and is continuing or would result from the commencement of the Amortization Period. ARTICLE IV COVENANTS OF TBE ISSUER Section 4.1. Financial Reports. (a) For so long as the Notes are outstanding and held by the Bank, the Issuer shall furnish or cause to be furnished to the Bank the following: (a) as soon as reasonably available after the end of each Fiscal Year, and in any event within 210 days after the end of such Fiscal Year, a copy of the annual report of the Issuer and the System prepared in accordance with GAAP, consistently applied, and audited by independent certified public accountants of recognized standing, including a balance sheet of the Issuer and the System as of the end of such Fiscal Year and related statements of revenues, expenses, and changes in retained earnings and cash flaws for the Fiscal Year ended; (b) as soon as available, and in any event within forty-five (45) days after the close of the first, second and third fiscal quarters of each Fiscal Year, a copy of the consolidated statement of financial position as of the close of such period and statements C-31 of activities of the Issuer and the System for such period, all in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous Fiscal Year together with a comparison of the Issuer's and the System's budget compared to actual financial results through the end of such fiscal quarter, prepared by the Issuer on behalf of the System in accordance with GAAP but without notes and subject to ordinary year-end adjustments; (c) as soon as available and in any event within 90 days after the close of each Fiscal Year and forty-five (45) days after the close of each fiscal quarter of the Issuer, a certificate of an Authorized Representative (i) to the effect that as of the date of such certificate no Default or Event of Default has occurred, or (ii) if a Default or Event of Default has occurred specifying the nature of such Default of Event of Default, the period of its existence, and the action which the Issuer on behalf of the System is taking or proposes to take with respect thereto; (d) as soon as available and in any event within 60 days after the close of each Fiscal Year, a copy of the Issuer's and the System's adopted budget; and (e) upon written request of the Bank, information relating to the Pledged Revenues or any other financial information relating to the Issuer or the System reasonably requested. Section 4.2. Access to Records. The Issuer will furnish to the Bank such information regarding the financial condition, results of operations, or business of the System as the Bank may reasonably request and will permit any officers, employees, or agents of the Bank to visit and inspect during the regular operating hours of the Issuer any of the properties of the System or the Issuer relating to the System and to discuss matters reasonably pertinent to an evaluation of the credit of the System, all at such reasonable times as the Bank may reasonably request. All information received by or provided to the Bank pursuant to this Agreement, unless otherwise made public by the Issuer, will be held as confidential information by the Bank. Section 43. Limitation on Debt. The Issuer will not issue any additional Debt except in accordance with the Ordinance and the Master Ordinance. Notwithstanding the foregoing, the Issuer will not issue any Debt, other than Prior Lien Obligations, that is senior in priority of payment or security to the System Obligations. Section 4.4. Use of Proceeds. The Issuer will not take or omit to take any action that will in any way cause the proceeds from the sale of the Notes and other money of the Issuer to be transferred on the date of issuance of the Notes, to be applied, or result in such proceeds and other money being applied in a manner other than as provided in or permitted by the Ordinance, the Master Ordinance, the Issuer's home rule charter and the Act. Section 4.5. No Amendment of Certain Contracts or Ordinances. The Issuer will not consent to any amendment to or modification or waiver of any of the provisions of the Ordinance or the other Related Documents without the prior written consent of the Bank. The Issuer will give the Bank notice as promptly as practicable (but in no event less than ten (10) Business C-32 Days) of any proposed amendments to or modifications or waivers of any provisions of any Related Document and of any meeting of the City Council of the Issuer at which any of the foregoing will be discussed or considered. Section 4.6 Supplemental Ordinances and Further Assurances. The Issuer shall not issue any Prior Lien Obligations in violation of Section 8 of the Master Ordinance. The Issuer will at any and all times, insofar as it may be authorized so to do by law, pass, make, do, execute, acknowledge, and deliver all and every such further resolutions, acts, assignments, recordings, filings, transfers, and assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning, and confirming all and singular the rights, revenues, and other funds and the Security pledged in the Ordinance or assigned to the payment of the Notes, or intended so to be,of which the Issuer may become bound to pledge or assign. Section 4.7. Incorporation by Reference. From and after the date hereof and so long as this Agreement is in effect, except to the extent compliance in any case or cases is waived in writing by the Bank pursuant to the terms hereof, the Issuer agrees that it will, for the benefit of the Bank, comply with, abide by, and be restricted by all of the agreements, covenants, obligations and undertakings of the Issuer contained in the Ordinance and the other Related Documents, which provisions, together with the related definitions, and ancillary provisions, are hereby incorporated herein by reference, and made a part hereof to the same extent and with the same force and effect as if the same had been herein set forth in their entirety and it will be deemed to continue in effect for the benefit of the Bank, without regard or giving effect to any amendment or modification of such provisions or any waiver of compliance therewith, no such amendment, modification or waiver are to any manner constitute an amendment, modification or waiver of the provisions thereof as incorporated herein. Section 4.8. Compliance with Rules and Regulations. The Issuer shall comply with all laws, ordinances, orders, rules, and regulations (including, without limitation, any applicable environmental law, ordinance, order, rule or regulation) of duly constituted Governmental Authority having jurisdiction which if not complied with would have a materially adverse effect on the Issuer's ability to perform its obligations hereunder and under the other Related Documents. Section 4.9. Investments Generally. The Issuer shall comply with the provisions of the Texas Public Funds Investment Act (Chapter 2256, as amended, Texas Government Code) and, in addition, shall not: (a) borrow money (by, without limitation, obtaining loans, issuing debt, purchasing securities on margin, entering into repurchase agreements or similar agreements) solely for the purpose of investment, in an amount at any time greater than 20% of the total of the Issuer's unleveraged investment portfolio;or (b) knowingly maintain any of the Issuer's investment portfolio in a pool of investments managed by another person whose investment practices would result in the indirect violation of the limitation set forth in Subsection(a) above; or C-33 (c) invest in any instrument or execute any agreement commonly known as a derivative (such as, by way of example, an inverse floater or any other variable rate or floating rate security the interest rate on which is not determined on a basis designed to result in a value of the security approximately equal to par) or invest in any other security with a derivative embedded in it(such as by way of example a structured note), except to the extent that any such investments or agreements do not exceed 20% of the Issuer's unleveraged investment portfolio and except that for the purposes of this subsection the term "derivative" shall not include principal or interest strips of direct obligations of the United States which, if held to maturity, would yield to the Issuer the face amount of such security; provided, however, notwithstanding the foregoing provision, the Issuer shall have the right to enter into transactions, agreements or investments without regard to the limitations set forth in this Subsection (c) for legitimate hedging purposes with respect to the Issuer's investment portfolio,consistent with sound investment practices for investors similarly situated. In determining whether the Issuer's investment in a pool of investments described in Subsection (b) above would cause a violation of Subsection (a) above, the amount of the Issuer's investment in the pool will be considered borrowed money for the purposes of Subsection (a) above in an amount equal to the product of the amount of such investment times the percentage by which such pool is leveraged. Section 4.10. Lien. The Issuer shall not create or suffer to exist any lien upon or with respect to any of the funds or accounts created under the Ordinance except these liens specifically permitted under the Ordinance, and will cause the lien created under the Ordinance for the benefit of the payment of the principal of and interest on the Notes and all other amounts due under this Agreement to remain in full force and effect. Section. 4.11. Further Assurances. The Issuer shall execute, acknowledge where appropriate, and deliver, and cause to be executed, acknowledged where appropriate, and delivered, from time to time promptly at the reasonable request of the Bank all such instruments and documents as in the reasonable judgment of the Bank are necessary or advisable to carry out the intent and purpose of this Agreement and the other Related Documents. Section 4.12. Credit Facilities. In the event that the Issuer shall, directly or indirectly, enter into or otherwise consent to any credit agreement, bond purchase agreement or standby bond purchase agreement, liquidity agreement or other agreement or instrument (or any amendment, supplement or modification thereto) (each such agreement referred to herein as a "Bank Agreement") under which, directly or indirectly, any Person or Persons undertakes to directly purchase or to make or provide credit enhancement or liquidity in support of Debt of the Issuer payable from or secured by a pledge of Pledged Revenues, which Bank Agreement (or amendment, supplement or modification thereto) provides such Person with different or more restrictive covenants, events of default and/or greater rights and remedies (including, without limitation, the right to accelerate the payment of the principal of or interest on any Debt of the Issuer secured by a lien on and pledge of the Pledged Revenues) than are provided to the Bank in this Agreement (each an "Incorporated Provision"), the Issuer shall provide the Bank with a copy of each such Bank Agreement (or amendment thereto) and such Incorporated Provisions C-34 shall automatically be deemed to be incorporated into this Agreement and the Bank shall have the benefits of such Incorporated Provision as if specifically set forth herein, and to the extent applicable, then the Bank shall have the right, upon the occurrence of an Event of Default, to declare all Obligations to be, and such amounts shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer, and to accelerate the payment of the principal of and interest on the Notes; provided that upon the occurrence of an Event of Default under Section 6.2(vi) or (vii) hereof, such Obligations shall automatically become due and payable without any notice. The Issuer shall promptly(with the Bank's understanding that such amendment will require approval of the City Council of the Issuer) enter into an amendment to this Agreement to include such Incorporated Provisions (provided that the Bank shall maintain the benefit of such Incorporated Provisions even if the Issuer fails to provide such amendment). Section 4.13. Litigation; Default Material Change. The Issuer shall promptly notify the Bank of(i)the existence and status of any litigation which individually or in the aggregate could, in the event of an unfavorable outcome, reasonably expected to have a Material Adverse Effect, (ii) any change in any material fact or circumstance represented or warranted in this Agreement or in any of the Related Documents, or(iii)the occurrence of any Default or Event of Default. Section 4.14. Sale. During the term of this Agreement the Issuer will not sell, dispose of or, except as permitted hereunder or under the Ordinance, further encumber the System; provided, however, that this provision shall not prevent the Issuer from disposing of any portion of the System which is being replaced or is deemed by the Issuer to be obsolete, worn out, surplus or no longer needed for the proper operation of the System. Net proceeds from any such disposition shall be used only for System purposes (to the extent permitted by applicable law). Section 4.15. No Changes in Fiscal Year. The Issuer shall not change its Fiscal Year from its present basis without the prior written consent of the Bank, which consent shall not be unreasonably withheld, conditioned or delayed. Section 4.16 Disclosure to Participants. The Issuer shall permit the Bank to disclose the financial information received by it pursuant to this Agreement to any participants of the Bank in this Agreement, subject to confidentiality restrictions and use restrictions customary for financial institutions. Section 4.17. Compliance with ERISA. To the extent it is legally required to do so, the Issuer shall (i) remain at all times in compliance with all applicable Laws (including any legally available grace periods) with respect to any Plan of the Issuer or its Affiliates, (ii)at no time maintain any Unfunded Vested Liabilities, and (iii) maintain each Plan as to which it may have any liability and compliance in all material respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder, the failure to comply with which could subject the Issuer to any tax or penalty which tax or penalty, taken together with all other taxes and penalties which could be assessed against the Issuer by reason of all other non-compliances, would have a Materially Adverse Effect. C-35 Section 4.18. Swap Contract. To the extent obligations thereunder are secured by and payable from any revenues or assets of the System, the Issuer shall not enter into a Swap Contract with any counterparty without the prior written consent of the Bank. Section 4.19. Environmental Law. The Issuer shall comply with all applicable Environmental Laws, cure any Environmental Event (or cause other Persons to effect any such cure) to the extent necessary to bring such real property owned, occupied or operated by the Issuer back into compliance with Environmental Laws and to comply with any cleanup orders issued by a Governmental Authority having jurisdiction thereover. The Issuer shall at all times use commercially reasonable efforts to render or maintain any real property owned, occupied or operated by the Issuer, by and through the System, safe and fit for its intended uses. The Issuer shall also immediately notify the Bank of any actual or alleged material failure to so comply with or perform, or any material breach, violation or default under any such Environmental Law or the occurrence of any material Environmental Event. Section 4.20. Margin Stock. No part of the proceeds of any Notes will be used for the purpose, whether immediate, incidental, or ultimate, to purchase or carry any margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as amended from time to time), or to extend credit to others for the purpose of purchasing or carrying any margin stock, or for any other purpose which would violate any of the regulations of said Board of Governors. Neither the Issuer nor any of its Affiliates is an "investment company" or a company "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended. Section 4.21. Rate Covenant. In the event that the principal amount of or interest on any Note remains unpaid after its Maturity Date, and funds are not available from other sources including, without limitation, the proceeds of obligations issued by the Issuer to pay the principal of any Note on its Maturity Date, the Issuer shall establish, maintain and collect such rates, fees and charges for the use and services furnished by or through the System as will produce Net Revenues sufficient to (a) pay all Operation Expenses, (b) make all required payments of principal of and interest on all Obligations (including, without limitation, with respect to the Notes) at the time Outstanding as and when the same become due, and (c) make all other payments and perform all other obligations required by this Agreement, the Ordinance and the Master Ordinance. In the event that any Note remains unpaid on its respective Maturity Date, the Issuer shall require the prompt payment of accounts for service rendered by or through the System and will promptly take whatever action is legally permissible to enforce and collect delinquent charges and to promptly pay all Obligations at the time Outstanding (including, without limitation, with respect to the Notes). Section 4.22. Sovereign Immunity. Pursuant to Section 1371.059, Texas Government Code, as amended, the Issuer hereby agrees to waive sovereign immunity from suit and liability for the purposes of adjudicating a claim to enforce its duties and obligations under this Agreement or the Notes or damages for breach of this Agreement. Section 4.23. Ratings. The Issuer shall give written notice to the Bank as soon as practicable of the increase, decrease, withdrawal or suspension of any rating maintained by the C-S6 Issuer at Moody's, Fitch or S&P in respect of the Prior Lien Obligations; and(ii) the Issuer shall cause to be maintained at least two long-term unenhanced ratings on the Prior Lien Obligations by Moody's, Fitch or S&P. ARTICLE V EXPENSES AND INDEMNIFICATION Section 5.1. Issuer's Obligation. The Issuer shall pay any expenses incident to the performance of the Issuer's obligations hereunder including, but not limited to: (a) the cost of preparation of the Ordinance and the Notes; (b) the fees and disbursements of Note Counsel and Bank Counsel; and (c) the costs of collection or the enforcement of the Notes or the exercise of any right or remedy of the Bank with respect thereto. Section 5.2. INDEMNIFICATION. IN ADDITION TO ANY AND ALL RIGHTS OF REIMBURSEMENT, INDEMNIFICATION, SUBROGATION, OR ANY OTHER RIGHTS PURSUANT HERETO OR UNDER LAW OR EQUITY,THE ISSUER HEREBY AGREES, TO THE FULLEST EXTENT PERMITTED BY STATE LAW,TO INDEMNIFY AND HOLD HARMLESS THE BANK AND ITS OFFICERS,DIRECTORS, AND AGENTS (THE "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, REASONABLE COSTS, OR REASONABLE EXPENSES WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES) WHICH THEY MAY INCUR (OR WHICH MAY BE CLAIMED AGAINST THEM BY ANY PERSON OR ENTITY WHATSOEVER)BY REASON OF OR IN CONNECTION WITH (A)ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL FACT CONTAINED OR INCORPORATED BY REFERENCE IN THE INFORMATION SUPPLIED BY THE ISSUER To THE BANK; OR (B)THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE NOTES AND THE TRANSACTIONS DESCRIBED HEREIN OR THEREIN; PROVIDED, HOWEVER,THAT THE ISSUER SHALL NOT BE REQUIRED TO INDEMNIFY ANY INDEMNIFIED PARTY FOR ANY CLAIMS,DAMAGES,LOSSES, LIABILITIES,COST'S, OR EXPENSES TO THE EXTENT, BUT ONLY TO THE EXTENT,CAUSED BY SUCH INDEMNIFIED PARTY'S NEGLIGENCE OR WILLFUL MISCONDUCT. IF ANY PROCEEDING SHALL BE BROUGHT OR THREATENED AGAINST ANY INDEMNIFIED PARTY BY REASON OF OR IN CONNECTION WITH THE EVENTS DESCRIBED IN CLAUSE (A) OR (B), SUCH INDEMNIFIED PARTY SHALL PROMPTLY NOTIFY THE ISSUER IN WRITING AND THE ISSUER SHALL ASSUME THE DEFENSE THEREOF, INCLUDING THE EMPLOYMENT OF COUNSEL SATISFACTORY TO SUCH INDEMNIFIED PARTY AND THE PAYMENT OF ALL COSTS OF LITIGATION. NOTWITHSTANDING THE PRECEDING SENTENCE, SUCH INDEMNIFIED PARTY SHALL HAVE THE RIGHT TO EMPLOY ITS OWN COUNSEL AND TO DETERMINE ITS OWN DEFENSE OF SUCH ACTION IN ANY SUCH CASE, BUT THE FEES AND EXPENSES OF SUCH COUNSEL SHALL BE AT THE EXPENSE OF SUCH INDEMNIFIED PARTY UNLESS (1) THE EMPLOYMENT OF SUCH COUNSEL SHALL HAVE BEEN AUTHORIZED IN WRITING BY THE ISSUER OR (11) THE ISSUER, AFTER DUE NOTICE OF THE ACTION SHALL NOT HAVE EMPLOYED COUNSEL TO HAVE CHARGE OF SUCH DEFENSE, IN EITHER OF WHICH EVENTS THE REASONABLE FEES AND EXPENSES OF COUNSEL FOR SUCH INDEMNIFIED PARTY SHALL BE BORNE BY THE ISSUER. THE ISSUER SHALL NOT BE LIABLE FOR ANY SETTLEMENT OF ANY SUCH ACTION EFFECTED WITHOUT ITS CONSENT. NOTHING UNDER THIS SECTION IS INTENDED To LIMIT THE ISSUER'S PAYMENT OBLIGATIONS CONTAINED ELSEWHERE IN THIS AGREEMENT. C-37 Section 5.3. Survival. Without prejudice to the survival of any other agreement of the Issuer hereunder, the agreements and obligations of the Issuer contained in this Article V shall survive the termination of this Agreement and the payment in full of the Notes and the obligations of the Issuer thereunder and hereunder. ARTICLE VI TERMINATION AND EFFECT;EVENTS OF DEFAULT Section 6.1. Issuer's Right of Termination; General Limitation on Bank's Right to Terminate. (a) Subject to clause(b) below, the Issuer shall have the ability to terminate this Agreement and the Available Commitment hereunder, at any time in advance of the Commitment Expiration Date, by delivering to the Bank written notice of its intent to terminate not less than five (5) Business Days prior to the effective date of such termination. Upon the Issuer's exercise of its right to terminate this Agreement, neither the Issuer nor the Bank shall have any further obligation or liability to, or any rights against, the other except as otherwise provided in this Agreement (b) (i) Notwithstanding any provision of this Agreement to the contrary, the Issuer agrees not to terminate or permanently reduce the Available Commitment prior to the one (1) year anniversary of the Closing Date, except upon (A)the payment by the Issuer to the Bank of the Termination Fee or a Reduction Fee, as described in subclauses 00 through (v) below, (B) with respect to the termination or permanent reduction in full of the Available Commitment, the payment by the Issuer to the Bank of all Obligations payable under this Agreement (but specifically excluding principal of and interest on outstanding Notes, which will remain payable in accordance with their terms) and (C) the Issuer providing the Bank with thirty (30) days prior written notice of its intent to terminate or reduce the Available Commitment. (ii) The Issuer agrees that all payments to the Bank referred to in the preceding paragraph shall be made in immediately available funds. (iii) The Issuer hereby agrees to pay to the Bank a Termination Fee in connection with the termination of the Available Commitment by the Issuer as set forth in Section 6.1(b)(i) hereof in an amount equal to the difference between (x)the product of (A)the Commitment Fee in effect pursuant to Section 1.9 hereof on the date of termination, (B) the Available Commitment as of the Closing Date, and (C) a fraction, the numerator of which is equal to the number of days from and including the date of such termination to and including the one (1) year anniversary of the Closing Date and the denominator of which is 360 and (y) any amounts previously paid pursuant to Section 1.9(a) hereof (the "Termination Fee"), payable on the date the Available Commitment is terminated. (iv) The Issuer hereby agrees to pay to the Bank a Reduction Fee in connection with each and every permanent reduction of the Available Commitment by the Issuer as set forth in Section 6.2(b)(i) hereof in an amount equal to the product of (A) the Commitment Fee in effect pursuant to Section 1.9 hereof on the date of such permanent reduction, (B) the difference C-38 between the Available Commitment (without regard to any reductions thereof that may be reinstated pursuant to the terms of this Agreement) prior to such permanent reduction and the Available Commitment(without regard to any reductions thereof that may be reinstated pursuant to the terms of this Agreement) after such permanent reduction, and (C) a fraction, the numerator of which is equal to the number of days from and including the date of such permanent reduction to and including the one (1) year anniversary of the Closing Date and the denominator of which is 360 (the "Reduction Fee"), payable on the date the Available Commitment is permanently reduced. (c) Except as specified otherwise under Section 6.3 hereof, the Bank shall not be permitted to terminate this Agreement, or otherwise suspend, limit, or adversely impact the Available Commitment,prior to the Commitment Expiration Date. Section 62. Events of Default. The occurrence of any of the following events (whatever the reason for such event and whether voluntary, involuntary, or effected by operation of Law) shall be an"Event of Default"hereunder, unless waived in writing by the Bank: (i) the Issuer shall fail to pay the principal of or interest on any Note when due; (ii) the Issuer shall fail to pay any Obligation (other than the obligation to pay the principal of or interest on the Notes) and such failure shall continue for three (3) Business Days; (iii) any representation or warranty made by or on behalf of the Issuer in this Agreement or in any other Related Document or in any certificate or statement delivered hereunder or thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (iv) the Issuer shall default in the due performance or observance of any of the covenants set forth in Section 4.1,4.2,4.3,4.4, 4.5,4.6, 4.10,4.13,4.14,4.15,4.18,4.20, 4.21,4.22 or 4.23 hereof; or (v) the Issuer shall default in the due performance or observance of any other term, covenant or agreement contained in this Agreement or any other Related Document and such default shall remain unremedied for a period of thirty (30) days after the occurrence thereof; (vi) the Issuer shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii)become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding C-39 up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in Section 6.2(vii) of this Agreement; (vii) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Issuer or any substantial part of its Property, or a proceeding described in Section 6.2(vi)(i) shall be instituted against the Issuer and such proceeding continues undischarged or any such proceeding continues undisinissed or unstayed for a period of thirty(30) or more days; (viii) (i) any provision of this Agreement or any Related Document related to (A) payment of principal of or interest on the Notes or any Parity Debt or (B) the validity or enforceability of the lien on and pledge of the Pledged Revenues or any other pledge or security interest created by the Ordinance shall at any time for any reason cease to be valid and binding on the Issuer as a result of a finding or ruling by a court or Governmental Authority with competent jurisdiction, or shall be declared, in a final nonappealable judgment by any court of competent jurisdiction, to be null and void, invalid or unenforceable; or (ii) the validity or enforceability of any material provision of this Agreement or any Related Document related to (A)payment of principal of or interest on the Notes or any Parity Debt, or (B) the validity or enforceability of the lien on and pledge of the Pledged Revenues or any other pledge or security interest created by the Ordinance shall be publicly contested by the Issuer; or (iii) any other material provision of this Agreement or any other Related Document, other than a provision described in clause (i) above, shall at any time for any reason cease to be valid and binding on the Issuer as a result of a ruling or finding by a court or a Governmental Authority with competent jurisdiction or shall be declared in a fmal non-appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the Issuer; (ix) dissolution or termination of the existence of the Issuer or the System, (x) the Issuer shall (i)default on the payment of the principal of or interest on any Parity Debt, beyond the period of grace, if any, provided in the instrument or agreement under which such Parity Debt was created or incurred or relates; or(ii)default in the observance or performance of any agreement or condition relating to any Parity Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to cause C-40 (determined without regard to whether any notice is required) any such Parity Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Parity Debt; (xi) the Issuer shall (i)default on the payment of the principal of or interest on any Debt (other than Parity Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which Parity Debt was created or incurred; or (ii)default in the observance or performance of any agreement or condition relating to any Debt (other than Parity Debt) aggregating in excess of$10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt; (xii) (i) a final unappealable judgment or order for the payment of money in excess of$10,000,000 payable from the Pledged Revenues shall be rendered against the Issuer and such judgment or order shall continue unsatisfied and unstayed for a period of 60 days, or (ii)the Issuer shall have failed promptly to lift any execution, garnishment, or attachment pursuant to such judgment or order as, in the written opinion of the Engineer of Record, will impair the System's ability to carry on the System business; (xiii) any "event of default" under any Related Document (as defined respectively therein) shall have occurred; (xiv) (i) any of S&P, Fitch or Moody's shall have downgraded their respective Rating or their respective rating on the Notes to a rating below Investment Grade, or shall suspend or withdraw their respective Rating or their respective rating on the Notes for any reason;or (xv) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Issuer by any Governmental Authority with appropriate jurisdiction. Section 63. Consequences of an Event of Default. If an Event of Default specified in Section 6.2 hereof shall occur and be continuing, the Bank may take one or more of the following actions at any time and from time to time (regardless of whether the actions are taken at the same or different times): (i) by written notice to the Issuer terminate the Available Commitment; (ii) by written notice to the Issuer, declare the outstanding amount of the Obligations (other than the principal of or interest on the Notes) under this Agreement to be immediately due and payable without presentment, demand, protest or further notice C-41 of any kind, all of which are hereby expressly vvub/nU, and an action therefor shall immediately accrue; dj8 either personally or by attorney or agent without bringing any oudno or proceeding, or by a receiver to be appointed by o court in any appropriate uodnn or proceeding, take whatever action u1 law orio equity may appear necessary oc desirable tm collect the umnnoto due and payable under the Related DwcuzocoLo or to enforce performance or observance of any obligation, agreement or covenant of the luouez under the Related Documents, including, w/idxoo1 limitation, for specific pcdoruaauce of any agreement oc covenant nf the Issuer o« bm aid Vfthe execution of any power granted tmthe Bank in the Related Documents, injunctive relief or the seeking of writ of mandamus; (iv) Cuzc any Default, Event of Default or event of nonperformance hereunder or under any Related I]uuuzoeo1; provided, however, that the Bank shall have no obligation bo effect such u cure; and (v) exercise, or cause to be exercised, any and all remedies as it may have under the Related Documents (ndznr than as provided for in clause /di\ of this Section 6.3(a)) and as otherwise available at law and at equity. Section 64. Remedies Cumulative; Solely for the Benefit of Bank 7o the extent permitted by, and subject to the n000dubory requirements o[ applicable Luvv' each and every right, power and remedy herein specifically given to the Bank in the 0e}u1cd Dwcomoo1m shall be cumulative, concurrent and nonexclusive and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy (whether apmctfioollyherein given orotherwise existing) may hn exercised from time to time and ou often and io such order ns may bodeemed expedient hy the Bank, and the exercise mr the beginning of the exercise ofany power oz remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power orremedy. The rights and remedies of the Bank specified bnmobm are for the mnln and exclusive benefit, use and protection of the Bank, and the Bunk is entitled, but shall have no duty or obligation tnthe Issuer, the Paying Agent/Registrar oz any other Person or otherwise, toexercise wztmrefrain from exercising any right oz remedy reserved to the Bank hereunder or under any of the other Ro1otndDooumuots. Section 65. Waivers or Omissions. No delay or oodaainu by the Bank in the exercise of any right, remedy or power or in the pursuit of any remedy shall impair any such right remedy or power orbe construed hmheu waiver of any default no the part of the Bank mrtnheacquiescence Lbezeiu' Nu express oc implied waiver bythe Bank wfany Event ot Default shall io any way bem waiver wf any future wz subsequent Event ofDefault. Section 66 Discontinuance of Proceedings. In case the Bank uboJl proceed 10 invoke any right, remedy or recourse permitted hereunder or under the Related Documents and shall thereafter elect to dixono1buue or abandon the omoe for any zcnanm, the 0mok ubu1l have the C'*z unqualified right so to do and, in such event, the Issuer and the Bank shall be restored to their former positions with respect to the Obligations, the Related Documents and otherwise, and the rights, remedies, recourse and powers of the Bank hereunder shall continue as if the same had never been invoked. Section 6.7. Injunctive Relief. The Issuer recognizes that in the event an Event of Default occurs, any remedy of law may prove to be inadequate relief to the Bank; therefore, the Issuer agrees that the Bank, if the Bank so requests, shall be entitled to temporary and permanent relief in any such case. Section 6.8. Right of Setoff. (a)Upon the occurrence of an Event of Default, the Bank may, at any time and from time to time, without notice to the Issuer or any other person (any such notice being expressly waived), set off and appropriate and apply against and on account of any Obligations under this Agreement, without regard to whether or not the Bank shall have made any demand therefor, and although such Obligations may be contingent or unmatured, any and all deposits (general or special, including but not limited to deposits made pursuant to this Agreement and Debt evidenced by certificates of deposit, whether matured or uninatured, but not including trust accounts, such as restricted donor accounts) and any other Debt at any time held or owing by the Bank to or for the credit or the account of any or all of the Issuer maintained, but only to the extent maintained, for the benefit of the System. ARTICLE VII GENERAL Section 7.1. Notices. Any notice or other communication to be given to the Bank under this Agreement may be given by delivering the same in writing to Wells Fargo Bank, National Association Attn: Stephen F. Callahan, 1445 Ross Avenue, Suite 2314, Dallas, Texas 75202, or to such different address for the Bank as the Bank shall have notified the Issuer as aforesaid. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing to City of Fort Worth, Texas, 1000 Throckmorton, Fort Worth, Texas 76102, Attention: Chief Financial Officer . or to such different address for the Issuer as the Issuer shall have notified the Bank as aforesaid. The approval or other action or exercise of judgment by the Bank shall be evidenced by a writing signed on behalf of the Bank and delivered to the Issuer. Section 7.2. Successors and Assigns. (a) Successors and Assigns Generally. This Agreement is a continuing obligation and shall be binding upon the Issuer, its successors, transferees and assigns and shall inure to the benefit of the Noteholders and their respective permitted successors, transferees and assigns. The Issuer may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Bank. Each Noteholder may, in its sole discretion and in accordance with applicable Law, from time to time assign, sell or transfer in whole or in part, this Agreement, its interest in the Notes and the Related Documents in accordance with the C-43 provisions of paragraph (b) or (c) of this Section. Each Noteholder may at any time and from time to time enter into participation agreements in accordance with the provisions of paragraph (d) of this Section. Each Noteholder may at any time pledge or assign a security interest subject to the restrictions of paragraph (e) of this Section. Upon acceptance and notification thereof to the Issuer and the Paying Agent/Registrar, the successor to the Bank for such purposes shall thereupon succeed to and become vested with all of the rights, powers, privileges and responsibilities of the Bank, and Wells Fargo Bank, National Association or any other Person being replaced as the Bank shall be discharged from its duties and obligations as the Bank hereunder. (b) Sales and Transfers by Noteholder to a Bank Transferee. Without limitation of the foregoing generality, a Noteholder may at any time sell or otherwise transfer to one or more transferees all or a portion of the Notes to a Person that is (i) a Bank Affiliate or (ii) a trust or other custodial arrangement established by the Bank or a Bank Affiliate, the owners of any beneficial interest in which are limited to "qualified institutional buyers" as defined in Rule 144A promulgated under the 1933 Act (each, a "Bank Transferee"). From and after the date of such sale or transfer, Wells Fargo Bank, National Association (and its successors) shall continue to have all of the rights of the Bank hereunder and under the other Related Documents as if no such transfer or sale had occurred; provided, however, that (A) no such sale or transfer referred to in clause(b)(i) or (b)(ii) hereof shall in any way affect the obligations of the Bank hereunder, (B)the Issuer and the Paying Agent/Registrar shall be required to deal only with the Bank with respect to any matters under this Agreement and (C) in the case of a sale or transfer referred to in clause (b)(i) or (b)(ii) hereof, only the Bank shall be entitled to enforce the provisions of this Agreement against the Issuer. (c) Sales and Transfers by Noteholder to a Non-Bank Transferee. Without limitation of the foregoing generality, a Noteholder may at any time sell or otherwise transfer to one or more transferees which are not Bank Transferees but each of which constitutes (i) a "qualified institutional buyer" as defined in Rule 144A promulgated under the 1933 Act and (ii) a commercial bank organized under the laws of the United States, or any state thereof, or any other country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of any such country, and, in any such case, having a combined capital and surplus, determined as of the date of any transfer pursuant to this clause (c), of not less than $5,000,000,000 (each a "Non-Bank Transferee") all or a portion of the Notes if (A) written notice of such sale or transfer, including that such sale or transfer is to a Non-Bank Transferee, together with addresses and related information with respect to the Non-Bank Transferee, shall have been given to the Issuer, the Paying Agent/Registrar and the Bank (if different than the Noteholder) by such selling Noteholder and Non-Bank Transferee, and (B)the Non-Bank Transferee shall have delivered to the Issuer, the Paying Agent/Registrar and the selling Noteholder, an investment letter in substantially the form attached as Exhibit D to this Agreement(the "Investor Letter"). From and after the date the Issuer, the Paying Agent/Registrar and the selling Noteholder have received written notice and an executed Investor Letter, (A) the Non-Bank Transferee thereunder shall be a party hereto and shall have the rights and obligations of a Noteholder hereunder and under the other Related Documents, and this Agreement shall be deemed to be C-44 amended to the extent, but only to the extent, necessary to effect the addition of the Non-Bank Transferee, and any reference to the assigning Noteholder hereunder and under the other Related Documents shall thereafter refer to such transferring Noteholder and to the Non-Bank Transferee to the extent of their respective interests, and (B) if the transferring Noteholder no longer owns any Notes, then it shall relinquish its rights and be released from its obligations hereunder and under the Related Documents. (d) Participations. The Bank shall have the right to grant participations in all or a portion of the Bank's interest in the Notes, this Agreement and the other Related Documents to one or more other banking institutions; provided, however, that (i) no such participation by any such participant shall in any way affect the obligations of the Bank hereunder and (ii) the Issuer and the Paying Agent/Registrar shall be required to deal only with the Bank, with respect to any matters under this Agreement, the Notes and the other Related Documents and no such participant shall be entitled to enforce any provision hereunder against the Borrower. (e) Certain Pledges. The Bank may at any time pledge or grant a security interest in all or any portion of its rights under the Notes, this Agreement and the Related Documents to secure obligations of the Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank;provided that no such pledge or assignment shall release the Bank from any of its obligations hereunder or substitute any such pledgee or assignee for the Bank as a party hereto. Section 7.3. Amendments. Any provision of this Agreement may be amended or modified if, but only if, such amendment or modification is in writing and is signed by the Issuer and the Bank. Section 74. Governing Law; Consent to Jurisdiction and Venue; Service of Process. (a)THIS AGREEMENT SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK;PROVIDED,HOWEVER,THAT THE POWER,CAPACITY AND AUTHORITY OF THE ISSUER TO ENTER INTO THE RELATED DOCUMENTS, AND ITS PERFORMANCE UNDER THE RELATED DOCUMENTS, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. (b) To THE EXTENT PERMITTED BY APPLICABLE LAWS, EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE RELATED DOCUMENTS OR ANY OF THE TRANSACTIONS DESCRIBED HEREIN OR THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS,AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. (c) The covenants and waivers made pursuant to this Section 7.4 shall be irrevocable and unmodifiable, whether in writing or orally, and shall be applicable to any subsequent amendments, renewals, supplements or modifications of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court. C-45 Section 7.5. Reserved. Section 7.6 Duration. All representations and warranties of the Issuer contained herein or made in connection herewith shall survive the making of and shall not be waived by the execution and delivery of the Related Documents or any investigation by any party hereto. All covenants and agreements of the Issuer contained herein shall continue in full force and effect from and after the Closing Date until the later of the Termination Date and the date that the Obligations payable to the Bank have been indefeasibly paid in full and fully discharged at which time this Agreement shall terminate; provided, however, that the obligations of the Issuer under Sections 1.6, 1.7, 1.10 and 5.2 hereof and under each other provision of any Related Document granting a right of indemnity or reimbursement in favor of the Bank shall survive the termination of this Agreement. Section 7.7. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 7.8. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. Section 7.9. Effectiveness. This Agreement shall become effective upon the execution by the Bank and the acceptance hereof by the Issuer. Section 7.10. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to be a part hereof. Section 7.11. No Personal Liability. None of the Issuer's officers, employees, or agents (including, without limitation, any person executing this Agreement) shall be liable personally for any Obligation or be subject to any personal liability or accountability by reason of the Issuer's issuance of any Note or for entering into this Agreement. Section 7.12. Notice of Final Agreement. THIS is THE FINAL EXPRESSION OF THE AGREEMENT BETWEEN THE BANK AND THE ISSUER AND SUCH wRriTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL AGREEMENT OR OF A CONTEMPORANEOUS ORAL AGREEMENT BETWEEN THE BANK AND THE ISSUER. C-46 Respectfully submitted, WELLS FARGO BANK,NATIONAL ASSOCIATION By Name: Stephen F. Callahan Title: Vice President [Signature Page to Note Purchase Agreement] ACCEPTED THIS DAY OF_,2013 Crry OF FORT WORTH,TEXAS By Authorized Representative APPROVED AS TO FORM: By City Attorney [Signature Page to Note Purchase Agreement] ExHoIT A REQUEST FOR PURCHASE [ATTENTION] Re: — City of Fort Worth,Texas Reference is hereby made to that certain Note Purchase Agreement dated as of April 1, 200 (the "Note Purchase Agreement")by and between Wells Fargo Bank, National Association and the City of Fort Worth, Texas. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase Agreement. This is request for purchase # for a purchase of a Note in the principal amount of $ on the Settlement Date of which shall have a maturity date of I hereby certify: 1. No Default or Event of Default has occurred or is continuing as of the date of this request. 2. The representations and warranties of the Issuer made in the Note Purchase Agreement are true and correct in all material respects on and as of the date of this request. 3. All requirements to this request contained in the Note Purchase Agreement have been satisfied. By: Name: Title: Dated: A-1 EXHIBIT B ToRm OF REQUEST FOR EXTENSION] REQUEST FOR EXTENSION [Date] Wells Fargo Bank, National Association [Address] Attention: Ladies and Gentlemen: Reference is made to the Note Purchase Agreement dated as of April 1, 2013 (together with any amendments or supplements thereto, the "Agreement") by and between the undersigned, the City of Fort Worth, Texas (the "City") and Wells Fargo Bank, National Association (the "Bank"). All terms defined in the Agreement are used herein as defined therein. The City hereby requests, pursuant to Section 1.11 of the Agreement, that the Commitment Expiration Date with respect to the Available Commitment as of the date hereof be extended by f 1 to . Pursuant to such Section 1.11, we have enclosed with this request the following information: 1. A reasonably detailed description of any and all Defaults that have occurred and are continuing; 2. Confirmation that all representations and warranties of the City as set forth in Article 11 of the Agreement are true and correct in all material respects as though made on the date hereof and that no Default or Event of Default has occurred and is continuing on the date hereof; and 3. Any other pertinent information previously requested by the Bank. B-1 The Bank is required to notify the City of its decision with respect to this request within 45 days of the date of receipt hereof. If the Bank fails to notify the City of the Bank's decision within such 45-day period, the Bank shall be deemed to have rejected such request. Very truly yours, Crry OF FORT WORTH,TEXAS By Name: Title: B-2 EXHIBIT C [FoRm OF NOTICE OF EXTENSION] NOTICE OF EXTENSION [Date] Honorable Mayor and City Council City of Fort Worth,Texas 1000 Throckmorton Fort Worth,Texas 76102 Ladies and Gentlemen: We hereby notify you that pursuant to Section 1.11 of the Note Purchase Agreement, dated as of April 1, 2013, by and between the City of Fort Worth, Texas (the "City") and the undersigned, Wells Fargo Bank, National Association(the "Bank"), the Commitment Expiration Date with respect to the Commitment as of the date hereof shall be extended r 1 to , -. Your acknowledgment hereof shall be deemed to be your representation and warranty that all your representations and warranties contained in Article 11 of the Agreement are true and correct in all material respects and will be true and correct in all material respects as of the date hereof and that no Default or Event of Default has occurred and is continuing. Very truly yours, WELLS FARGO BANK,NATIONAL ASSOCIATION By Name: Title: C-1 Acknowledged as of by CITY OF FORT WORTH,TEXAS By Name: Title: C-2 EXHIBIT D INVESTOR LETTER D-1 EXHIBIT D Form of Paying Agent Agreement PAYING AGENUREGISTRAR AGREEMENT THIS PAYING AGENTIREGISTRAR AGREEMENT(the "Agreement"), dated as of the 26th day of March,2013, is by and between the City of Fort Worth,Texas (the "City") and BOKF, NA dba Bank of Texas,a national banking association organized and existing under the laws of the United States of America(together with any successor, the "Bank"); WITNESSETH: WHEREAS,the City is authorized to issue the obligations described in Exhibit A hereto(the "Obligations") in accordance with an ordinance adopted by the City on March 26, 2013, and incorporated herein for all purposes (the "Ordinance"); WHEREAS, the City desires that the Obligations be issued in fully registered form with privileges of transfer and exchange as herein provided, and as authorized in the Ordinance; WHEREAS, the City has authorized the issuance of the Obligations subject to the terms of the Ordinance and,to provide for registration,payment, transfer,exchange, and replacement of the Obligations, the City has authorized the execution and delivery of this Agreement; NOW, THEREFORE, for and in consideration of the premises and the mutual covenants herein contained, and subject to the conditions herein set forth, the City and the Bank agree as follows: ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. The terms defined in this Article shall have the meaning set out below unless the context requires a different meaning: "Agreement"means this agreement as originally executed or as it may from time to time be supplemented, modified, or amended. "Bank"means the entity named as the "Bank" in the first paragraph of this Agreement or a successor Bank selected in accordance with the applicable provisions of this Agreement. "City" means the City of Fort Worth,Texas. "City Request"means a request signed in the name of the City by the Mayor,City Manager, any Assistant City Manager or the Chief Financial Officer of the City,which the Bank shall assume to be a duly authorized act of the City. "Designated Payment/Transfer Office"means the corporate trust office of the Paying Agent/ Registrar designated as the place of payment,transfer and exchange of the Obligations,initially,the corporate trust office of the Paying Agent/Registrar in Austin, Texas. "Holder" when used with respect to any Obligation, means the Person in whose name such Obligation is registered in the Register. "Interest Payment Date" means the Stated Maturity of an installment of interest on any Obligations. "Maturity"when used with respect to any Obligation means the date on which the principal of such Obligation becomes due and payable as therein provided,whether at the Stated Maturity or by call for redemption or otherwise. "Obligations" means the obligations issued by the City, as described in Exhibit A attached hereto. "Ordinance"means the ordinance authorizing the issuance of the Obligations,adopted by the City on March 26, 2013, and incorporated herein for all purposes. "Person" means any entity, individual, corporation, partnership,joint venture, association, joint-stock company,trust,unincorporated organization,or government or any governmental agency or political subdivision. "Predecessor Obligations" of any particular Obligation means every previous Obligation evidencing all or a portion of the same debt as that evidenced by such particular Obligation,and,for purposes of this definition,any Obligation authenticated and delivered under Section 5.02 In lieu of a mutilated, lost, destroyed or stolen Obligation shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Obligation. "Record Date" for the interest payable on an Interest Payment Date for a Obligation means the date (whether or not a business day) specified in such Obligation. "Redemption Date"when used with respect to any Obligation to be redeemed means the date fixed for such redemption pursuant to the terms thereof, the Ordinance and this Agreement. "Redemption Price" when used with respect to any Obligation to be redeemed means the price at which it is to be redeemed pursuant to terms thereof and the Ordinance, excluding installments of interest whose Stated Maturity is on or before the Redemption Date. "Register" has the meaning stated in Section 5.01. "Stated Maturity" when used with respect to any Obligation or any installment of interest thereon means the date specified in such Obligation as the fixed date on which the principal of such Obligation or such installment of interest is due and payable. D-2 SECTION 1.02. Written Communication. Any request, demand, authorization, direction, notice, oouueo1, vvuivcc, or other vwri1k:o communication provided or permitted by this Agreement to be made upon,given or furnished to,or filed with A. the City,shall be sufficient for every purpose hereunder ifinwriting and mailed,first- class, postage prepaid, tn the City addressed to itut City Hall, 1000 7]rockmnrt*u, Fort Worth, Texas 76103, ozuLany other address previously furnished to the Book in writing by the City, and B. the Bank, shall beuoffioieu1 for every purpose hereunder ifin writing and mailed, firot-cluxo,[omtugopmopaid(malpnnneryrefermedtodhisAgreomentmrLbeOb)igadons),tothe Bonk addressed to it at Xll Congress Avenue, Suite 400, /\outio, 7enou 70701, or at any other address previously furnished tothe City iowriting by the Bank. SECTION 1'03. Notice to Holders, Waiver. Where this Agreement provides for owdoe to Holders of any event, such notice ubo]\ he sufficiently given(on-less ndhcxwioo expressly provided bozcio) ifbuwriting and mailed by United States mail,first-class,postage prepaid,to each Holder,at the address of such Holder as it appears in the Register. Iu any case where notice tw Holders ia given hy mail,neither the failure to mail such notice nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to all other Holders. Where this Agreement provides for notice in any manner, such notice may he waived bmwriting by the Person entitled im receive such notice,either before wr after the event,and such waiver shall hc the equivalent of such notice. Waivers ofnotice by Holders shall bo filed with the Bank,but such filing shall not bcx condition precedent to the validity nfany action taken io reliance upon such waiver. SECTION 1.04. Effect of Headings, The Article and Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 1.05. . All covenants and agreements in this Agreement bythe City wrthe Bank shall bind its successors and assigns. SECTION 1.06. Severability Clause. &m case any provision of this Agreement,the Ordinance,nr the Obligations or any application thereof shall be invalid, i\lc0oJ or unenforceable, the validity, legality and enforceability of the D-3 remaining provisions and applications of this Agreement shall not in any way be affected or impaired thereby. SECTION 1.07. Amendment. This Agreement may be amended only by an agreement in writing by both of the parties hereto. SECTION 1.08. Benefits of Agreement. Nothing in this Agreement or in the Obligations, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy, or claim under this Agreement. SECTION 1.09. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. ARTICLE TWO THE OBLIGATIONS SECTION 2.01. Forms Generally. The Obligations, the registration certificate of the Comptroller of Public Accounts of the State of Texas(the"Comptroller Registration Certificate"),the authentication certificate of the Bank (the"Authentication Certificate"),and the Assignment to be printed on each of the Obligations,shall be substantially in the forms set forth in the Ordinance with such appropriate insertions,omissions, substitutions,and other variations as are permitted or required by the Ordinance and this Agreement and may have such letters,numbers,or other marks of identification and the Obligations may have such legends and endorsements thereon (including any reproduction of an opinion of counsel) as may,consistently herewith,be established by the Ordinance or determined by the officers executing such Obligations as evidenced by their execution of such Obligations. SECTION 2.02. Execution, Registration, Delivery. and Dating. The Obligations shall be executed on behalf of the City as provided in the Ordinance. No Obligation shall be entitled to any right or benefit under this Agreement or the Ordinance, or be valid or obligatory for any purpose, unless there appears on such Obligation either the Comptroller Registration Certificate,substantially in the form provided in the Ordinance,executed by the Comptroller of Public Accounts of the State of Texas or the duly authorized agent thereof,by manual signature, or the Authentication Certificate substantially in the form provided in the Ordinance, executed by the Bank, by manual signature, and either such certificate upon any D-4 Obligation shall be conclusive evidence, and the only evidence, that such Obligation has been duly certified or registered or delivered. SECTION 2.03. Cancellation. All Obligations surrendered for payment,redemption,transfer,exchange,or replacement,if surrendered to the Bank, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Bank and, if not already cancelled, shall be promptly cancelled by the Bank. The City may at any time deliver to the Bank for cancellation any Obligations previously certified or registered and delivered which the City may have acquired in any manner whatsoever and all Obligations so delivered shall be promptly cancelled by the Bank. No Obligation shall be registered in lieu of or in exchange for any Obligation cancelled as provided by this Agreement. All cancelled Obligations held by the Bank shall be disposed of as directed by City Request. SECTION 2.04. Persons Deemed Owners. The City, the Bank, and any agent of the City or the Bank may treat the Person in whose name any Obligation is registered as the owner of such Obligation for the purpose of receiving payment of the principal(and Redemption Price,if applicable)of and interest on such Obligation and for all other purposes whatsoever whether or not such Obligation be overdue, and, to the extent permitted by law, none of the City, the Bank, and any such agent shall be affected by notice to the contrary. ARTICLE THREE PAYMENT OF OBLIGATIONS SECTION 3.01. Payment of Interest. Interest on any Obligation which is payable on any Interest Payment Date shall be paid to the Holder of such Obligation as determined at the close of business on the Record Date. Such interest shall be paid by the Bank by check mailed to the Holder at the address of such Holder as it appears on the Register,or by such other customary banking arrangements to which the Holder and the Bank may agree, but solely from funds collected from the City for such purpose. Each Obligation delivered under this Agreement upon transfer or in exchange for or in lieu of any other Obligation shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Obligation and each such Obligation shall bear interest from such date so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. SECTION 3.02. Payment of Principal and Redemption Price. Principal (and the Redemption Price, if applicable)of each Obligation shall be paid by the Bank to the Holder at the Maturity thereof, but solely from funds collected from the City for such purpose, upon presentation and surrender of such Obligation to the Bank for cancellation. All D-5 Obligations presented and surrendered for payment shall be delivered to the Designated Payment/Transfer Office. SECTION 3.03. City to Deposit Funds. The City will duly and punctually deposit with the Bank, at its corporate trust office in Houston,Texas,on or before each Stated Maturity of interest on Obligations and each Maturity of Obligations, money sufficient to pay the principal (and Redemption Price, if applicable) of and interest on the Obligations when due. ARTICLE FOUR REDEMPTION OF OBLIGATIONS SECTION 4.01. General Applicability of Article. If the Obligations are to be redeemed before their Stated Maturity,they shall be redeemed in accordance with their terms and the Ordinance. SECTION 4.02. Election to Redeem; Notice to Bank. The exercise by the City of its option to redeem any Obligations shall be evidenced by City action consistent with the provisions of the Ordinance. In case of any redemption at the election of the City of less than all of the outstanding Obligations, the City shall, at least 45 days prior to the Redemption Date(unless a shorter notice shall be satisfactory to the Bank),notify the Bank of such Redemption Date and of the principal amount of Obligations of each Stated Maturity to be redeemed, and the Redemption Price to be paid to the Holders. SECTION 4.03. Notice of Redemption. Notice of redemption shall be given by the Bank in the name and at the expense of the City, prior to the Redemption Date, to each Person entitled to receive notice of such redemption at the times and in the manner required by the Ordinance. All notices of redemption shall contain a description of the Obligations to be redeemed including the complete name of the Obligations, the Series, the date of issue, the interest rate, the Maturity, the CUSE? number, if any, the amounts called of each Obligation, the publication and mailing date for the notice,the date of redemption,the redemption price,the name of the Bank and the address at which the Obligation may be redeemed including a contact person and telephone number. D-6 ARTICLE FIVE REGISTRATION, TRANSFER, EXCHANGE, AND REPLACEMENT OF OBLIGATIONS SECTION 5.01. Registration,Transfer, and Exchange. The Bank shall keep at the Designated Payment/Transfer Office a register(herein referred to as the "Register") in which, subject to such reasonable regulations as the City or the Bank may prescribe,the Bank shall provide for the registration of the Obligations and registration of transfers of the Obligations as herein provided. Upon surrender for transfer or exchange of any Obligation at the Designated Payment/Transfer Office of the Bank, the Bank shall register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Obligations of the same maturity,of any authorized denominations,and of a like aggregate principal amount in accordance with the terms of the Ordinance. Every Obligation presented or surrendered for transfer or exchange shall be duly endorsed(if so required by the Bank)or be accompanied by a written instrument of transfer in form satisfactory to the Bank duly executed by the Holder or the attorney thereof duly authorized in writing. Neither the City nor the Bank shall be required (i) to issue, transfer, or exchange any Obligation subject to redemption during a period beginning at the opening of business thirty (30) days before the day of the first mailing of a notice of redemption of Obligations and ending at the close of business on the day of such mailing,or(ii)to transfer or exchange any Obligation after it is so selected for redemption, in whole or in part, prior to the redemption date; except that at the option of the Holder of at least$1,000,000 in principal amount of a series of Obligations,the Bank is required to transfer or exchange any such Obligation which has been selected in whole or in part for redemption upon the surrender thereof. In the event that the use of book-entry transfers for the Obligations is discontinued,the City shall provide an adequate inventory of Obligation certificates to facilitate transfers and exchanges. The Bank covenants that it will maintain Obligation certificates in safekeeping and will use reasonable care in maintaining such condition in safekeeping,which shall be not less than the care it maintains for debt securities of other governments or corporations for which it serves as registrar,or which it maintains for its own securities. The Bank as Registrar will maintain the records of the Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain the Register in any form other than those which the Bank has currently available and currently utilizes at the time. The Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. D-7 SECTION 5.02. Mutilated,Destroyed, Lost, and Stolen Obligations. If(i) any mutilated Obligation is surrendered to the Bank, or the City and the Bank receive evidence to their satisfaction of the destruction, loss or theft of any Obligation, and (ii) there is delivered to the City and the Bank such security or indemnity as may be required by them to save each of them harmless, then, the City shall execute and upon its request the Bank shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Obligation (but only upon surrender of such Obligation if such Obligation is mutilated), a new Obligation of the same series and maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding, in accordance with the Ordinance. In case any such mutilated, destroyed, lost or stolen Obligation shall have matured and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any,or interest on the Obligations,the City in its discretion may by City Request have the Bank pay such Obligation instead of issuing a new Obligation,provided security or indemnity is furnished to the City and the Bank as may be required by them to save each of them harmless from any loss or damage with respect thereto, all in accordance with the Ordinance. SECTION 5.03. List of Holders. The Bank will provide the City at any time requested by the City,upon payment of the agreed upon fee, a copy of the information contained in the Register. The City may also inspect the information in the Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up-to-date listing or to convert the information into written form. The Bank will not release or disclose the content of the Register to any Person other than pursuant to a City Request or other than to an authorized officer or employee of the City, except upon receipt of a subpoena or court order or as otherwise required by law. Upon receipt of a subpoena or court order the Bank will notify the City so that the City may contest the subpoena or court order. SECTION 5.04. Surety Bond. The City hereby accepts the Bank's current blanket bond for lost, stolen or destroyed Obligations(and any future substitute blanket bond for lost,stolen or destroyed Obligations that the Bank may arrange with sufficient coverage to protect the City in the opinion of the Bank)and agrees that the coverage under any such blanket bond is acceptable to it and meets the City's requirements as to security or indemnity. The Batik need not notify the City of any changes in the security or other company giving such bond or the terms of any such bond. The blanket bond then utilized for the purpose of lost,stolen,or destroyed certificates by the Bank is available for inspection by the City on request. D-8 SECTION 5.05. Transaction Information to City. The Bank will,within a reasonable time after receipt of written request from the City,famish the City information as to the Obligations it has paid,Obligations it has delivered upon the transfer or exchange of any Obligation, and Obligations it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Obligations. ARTICLE SIX RIGHTS AND OBLIGATIONS OF BANK SECTION 6.01. Certain Duties and Responsibilities. A. The Bank: 1. shall perform the duties imposed on the Bank under the Ordinance. 2. shall exercise reasonable care in the performance of its duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Bank; and 3. in the absence of bad faith on its part,may conclusively rely,as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Bank and conforming to the requirements of this Agreement,but in the case of any opinions which by any provision hereof are specifically required to be furnished to the Bank,shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. B. No provision of this Agreement shall be construed to relieve the Bank from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct except that: 1. this Subsection shall not be construed to limit the effect of Subsection A of this Section; and 2. the Bank shall not be liable for any error of judgment made in good faith by any officer thereof,unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. C. Whether or not therein expressly so provided, every provision of this Agreement relating to the conduct or affecting the liability of or affording protection to the Bank shall be subject to the provisions of this Section. D. By executing this Agreement, the Bank hereby represents that it has received a certified copy of the Ordinance. D-9 SECTION 6.02. Certain Rights of Bank. Except as otherwise provided in Section 6.01 hereof. A. the Bank may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order,bond,coupon or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties; B. the Bank may consult with legal counsel and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered,or omitted by the Bank hereunder in good faith and in reliance thereon; C. the Bank shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent,order,bond,coupon or other paper or document,but the Bank, in its discretion,may make such further inquiry or investigation into such facts or matters as it may see fit,and,if the Bank shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records, and premises of the City, personally or by agent or attorney; and D. the Bank may execute any of the trusts or powers hereunder or perform any of the duties hereunder either directly or by or through agents or attorneys, and the Bank shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it. SECTION 6.03. Not Responsible for Recitals. The recitals contained in the Obligations,except any authentication certificate signed by the Bank on the Obligations, shall be taken as the statements of the City, and the Bank assumes no responsibility for their correctness. SECTION 6.04. May Hold Obligations. The Bank, in its individual or any other capacity, may become the owner or pledgee of Obligations and otherwise deal with the City with the same rights it would have if it were not serving as paying agent, transfer agent, bond registrar, authenticating agent, or in any other capacity hereunder. SECTION 6.05. Money Deposited with Bank. Money deposited by the City with the Bank for payment of principal(or Redemption Price,if applicable)of or interest on any Obligations shall be segregated from other funds of the Bank and the City and shall be held in trust for the benefit of the Holders of such Obligations. D-10 All money deposited with the Bank hereunder shall he secured bz the manner required bv|avv for the security p[funds p[the City. Amounts held by the Bank vvbicb represent principal of and interest on the Obligations remaining unclaimed by the owner after the expiration of three(3)years from the date such amounts have become due and payable shall bc reported and disposed ofbTthe Bank io accordance with the provisions p[Texas law including, todxcez\co1opylicuh|e,7ide 6of the Texas Property Code, as amended. The Bank shall be under no liability for interest on any money received by it hereunder. This Agreement relates solely to money deposited for the purposes described herein,and the parties agree that the Bank may serve ms depository for other funds ofthe City, act uo trustee under indentures authorizing other bond transactions, or act in any other capacity not in conflict with its duties hereunder. SECTION 6.06. Compensation and Reimbursement. The City agrees: A. to pay to the Bank from time to time reasonable cpnmpeoaubno for all services rendered byit hereunder, which compensation shall be established initially for the Obligations in accordance with the schedule attached um Exhibit B.which ie made upart hereof for all purposes; B. except uo otherwise expressly provided herein,ko reimburse the Bank upon its request for all ccuuoouhlc expenses, disbursements, and advances incurred or made by the Bunk in accordance with any pnnviaipoa of this Agreement, cxccn1 to the extent (i) covered by the compensation established pursuant to Subsection of this Seobpm or (ii) any such expense, disbursement, or advance ao may bcattributable to the negligence oz bad faith mf the Bank; and C. to the extent permitted by law, to indemnify the Bank for, and to hold it harmless against,any loss,liability,or expense incurred without negligence oc bad faith ou its part,arising out of or in connection with the administration or performance of its duties and obligations hereunder, including the costs and expenses nfdefending itself(including counsel fees) against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. SECTION 6.07. Resignation and Removal. The Bank may resign from its duties hereunder at any time by giving not less than sixty (60)days written notice thereof to the City,with such resignation effective upon the appointment of a successor thereto. The Bank may be removed from its duties hereunder at any time with or without cause by the City designating a successor upon not less than sixty(60)days written notice; provided,however, that no such removal shall become effective until such successor shall have accepted the duties of the Bank hereunder by written instrument. Upon the effective date of such resignation or removal(or any earlier date designated by the City in case of resignation)the Bank shall,upon payment of all its fees,charges,and expenses then due,transfer and deliver to,or upon the order of,the City all funds,records,and Obligations held by it(except any Obligations owned by the Bank as Holder or pledgee), under this Agreement. If the Bank shall resign or be removed, the City shall promptly appoint and engage a successor to act in the place of the Bank hereunder, which appointment shall be effective as of the effective date of the resignation or removal of the Bank. Such successor shall immediately give notice of its substitution hereunder in the name of the City to the Holders,including the name of the successor to the Bank and the address of its principal office and office of payment as provided in the Ordinance. SECTION 6.08. Merger,Conversion,Consolidation,or Succession. Any corporation into which the Bank may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,conversion,or consolidation to which the Bank shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Bank shall be the successor of the Bank hereunder without the execution or filing of any paper or any further acts on the part of either of the parties hereto. In case any Obligation shall have been registered,but not delivered,by the Bank then in office,any successor by merger, conversion, or consolidation to such authenticating Bank may adopt such registration and deliver the Obligation so registered with the same effect as if such successor Bank had itself registered such Obligations. SECTION 6.09. Bank Not a Trustee. This Agreement shall not be construed to require the Bank to enforce any remedy which any Holder may have against the City during any default or event of default under any agreement between any Holder and the City, including the Ordinance,or to act as trustee for such Holder. SECTION 6.10. Bank Not Responsible for Obligations. The Bank shall not be accountable for the use of any Obligations or for the use on application of the proceeds thereof. SECTION 6.11. Adjudication and InteMleader. The City and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its persons as well as funds on deposit, in the appropriate Federal or State District Court located in Travis County,Texas,and agree that service of process by certified or registered mail, return-receipt requested, to the address set forth in this Agreement shall constitute adequate service. The City and the Bank further agree that the Bank has the right to file a Bill of D-12 Interpleader in any court of competent jurisdiction within the State of Texas to determine the rights of any Person claiming interest herein. SECTION 6.12. Bank's Funds Not Used. No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights of powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. The Bank shall in no event be liable to the City, any Holder, or any other Person for any amount due on any Obligation from its own funds. SECTION 6.13. DepositoEy Trust Company Services. It is hereby represented and warranted that, in the event the Obligations are otherwise qualified and accepted for The Depository Trust Company services or equivalent depository trust services by other organizations,the Bank has the capability and,to the extent within its control,will comply with the operational arrangements which establishes requirements for securities to be eligible for such type depository trust services,including,but not limited to,requirements for the timeliness of payments and funds availability, transfer turnaround time and notification of redemptions and calls. SECTION 6.14. Reporting Requirements. To the extent required by the Code or the Treasury Regulations, the Bank shall report the amount of interest paid or the amount treated as interest accrued on the Bonds which is required to be reported by the Holders on their returns of federal income tax,or assure that such a report is made, to the Holders and the Internal Revenue Service. SECTION 6.15. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent/Registrar and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. D-13 SECTION 6.16. Counter-parts. This Agreement may be executed in any number of counterparts,each of which so executed shall be deemed to be an original,but all such counterparts shall together constitute but one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed,and their respective seals to be hereunto affixed and attested,all as of the day and year first above written. CITY OF FORT WORTH,TEXAS By: Tom Higgins,City Manager ATTEST: (SEAL) Mary Kayser,City Secretary APPROVED AS TO FORM: Assistant City Attorney BOKF, NA,dba BANK OF TEXAS By: Title: Attention: Corporate Trust Services Signature Page-Paying Agent/Registrar Agreement with BOKF,NA,dba Bank of Texas EXHEB IT A City of Fort Worth,Texas Water and Sewer System Direct Purchase Notes,Series WF,in an aggregate principal amount at any one time outstanding not to exceed $100,000,000. EXHIBIT B FEE SCHEDULE REGISTRAR, TRANSFER AGENT,AND PAYING AGENT