HomeMy WebLinkAboutOrdinance 19361-09-2010 DALLAS/FORT WORTH INTERNATIONAL AIRPORT
FORTY-SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
Passed concurrently by the City Councils of the Cities of Dallas and Fort North, Texas
authorizing
$45050005000
aggregate principal amount
of
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE IMPROVEMENT AND REFUNDING BONDS,
SERIES 2011B
Passed by the City Council of the City of Dallas September 22, 2010
Passed by the City Council of the City of Fort Worth September 21, 2010
Effective September 22, 2010
US 525381v.4
TABLE OF CONTENTS
Preambles........................................................................................................................................ 1
ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS ................................3
Section1.1 Short Title................................................................................................................3
Section1.2 Definitions...............................................................................................................3
Section 1.3 Table of Contents, Titles and Headings..................................................................5
Section1.4 Interpretation...........................................................................................................
Section 1.5 Declarations and Additional Rights and Limitations Under Controlling
Ordinances............................................................................................................... 5
ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS ...................................... 8
Section 2.1 Purposes of Ordinance . 8
Section 2.2 Pledge, Security for, Sources of Payment of-Bonds ............................................... 8
ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING
THEBONDS........................................................................................................... 8
Section3.1 Author ization....:....................................................a................................................0 8
Section 3.2 Initial Date, Denominations,Number, Maturity, Initial Registered Owner,
Characteristics of the Initial Bond and Expiration Date of Delegation................... 8
Section 3.3 Medium,Method and Place of Payment............................................................... 10
Section3.4 Ownership ............................................................................................................. 11
Section 3.5 Registration, Transfer and Exchange.................................................................... 11
Section 3.6 Cancellation and Authentication........................................................................... 12
Section3.7 Temporary Bonds.................................................................................................. 12
Section 3.8 Replacement Bonds............................................................................................... 13
Section 3.9 Book-Entry Only System...................................................................................... 14
Section 3.10 Successor Securities Depository........................................................................... 15
Section 3.11 Payments to Cede &Co........................................................................................ 15
ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY.......................................... 15
Section 4.1 Limitation on Redemption.................................................................................... 15
Section 4.2 Optional Redemption............................................................................................ 15
Section4.3 Partial Redemption................................................................................................ 16
Section 4.4 Mandatory Redemption of Certain Bonds ............................................................ 16
Section 4.5 Notice of Redemption to Holders ......................................................................... 17
Section 4.6 Conditional Notice of Redemption...................................................................9... 17
Section 4.7 Payment Upon Redemption.....................................................................a 0 0 0..0 0 0 6.... 17
Section 4.8 Effect of Redemption............................................................................................ 17
i
US 525381v.4
ARTICLE V PAYING AGENT/REGISTRAR.........................................................................9 18
Section 5.1 Appointment of Initial Paying Agent/Registrar................*000000 0 000804084.,.,.,....0........ 18
Section5.2 Qualifications........................................................................................................ 18
Section 5.3 Maintaining Paying Agent/Registrar..................................................................... 18
Section5.4 Termination.......................................................................:................................... 18
Section 5.5 Notice of Change................................................................................................... 18
Section 5.6 Agreement to Perform Duties and Functions........................................................ 18
Section 5.7 Delivery of Records to Successor 0000..................................................................... 18
ARTICLE VI FORM OF THE BONDS ...................................................................................... 19
Section6.1 Form generally........................................................0.04.0,..........................0060"...... 19
Section6.2 Form of Bond........................................................................................................ 19
Section 6.3 CUS IP Registration...............................................................................................29
Section6.4 Legal Opinion........................................................................................................29
ARTICLE VII EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF
BONDS AND RELATED DOCUMENTS...........................................................29
Section 7.1 Method of Execution, Delivery of Initial Bond....................................................29
Section 7.2 Approval and Registration....................................................................................30
Section7.3 TEFRA Approval..................................................................................................30
Section 7.4 Approval of Credit Agreements............................................................................ 30
Section 7.5 Official Statement .................................................................................................30
Section 7.6 Attorney General Modifi cation.............................................................................31
Section 7.7 Further Action.......................................................................................................31
Section 7.8 Refunding and Redemption of Refunded obligations..........................................31
ARTICLE VIII GENERAL PROVISIONS.................................................................................31
Section 8.1 Deposit and Uses of Bond Proceeds .....................................................................31
Section 8.2 Payment of the Bonds ...........................................................................................32
Section 8.3 Representations and Covenants.............................................................................
Section 8.4 Covenants Regarding Tax-Exemption..... a'a a 0 9 a a*0 0 0 0 0 6 a*a a a 4,6 a a 6 4 a 32
Section 8.5 Disposition of Project............................................................................................35
Section8.6 Bond Insurance......................................................................................................35
ARTICLE IX REPEAL, SEVERABILITY, AND EFFECTIVE DATE.....................................36
Section 9.1 Ordinance Irrepealable..........................................................................................36
Section9.2 Severability............................................................................................................36
Section9.3 Effective Date........................................................................................................36
Signatures......................................................................................................................................36
11
US 525381v.4
CITY OF DALLAS ORDINANCE NO, 27992
CITY OF FORT WORTH ORDINANCE NO. 19361-09-2010
FORTY--SIXTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
AUTHORIZING DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES
2011B, FOR LAWFUL PURPOSES; PROVIDING THE SECURITY
THEREFORE; PROVIDING FOR THE SALE, EXECUTION AND
DELIVERY THEREOF SUBJECT TO CERTAIN PARAMETERS; AND
PROVIDING OTHER TERl'IS, PROVISIONS AND COVENANTS WITH
RESPECT THERETO.
WHEREAS, prior to the adoption of this ordinance (herein defined and cited as the
"Forty-Sixth Supplemental Concurrent Bond Ordinance's or as the or this "ordinances'), the City
Councils of the Cities of Dallas and Fort Worth, Texas (the "Cities") passed the Thirtieth
Supplemental Concurrent Bond ordinance (defined and cited herein as the "Thirtieth
Ordinance")relating to the Dallas/Fort Worth International Airport(the"Airports'); and
WHEREAS, the Thirtieth ordinance amended and supplemented the prior ordinance of
the Cities that is defined therein as the"1968 Ordinance"; and
WHEREAS, the 1968 ordinance, as amended and supplemented by the Thirtieth
Ordinance, and the Thirtieth ordinance, now constitute the controlling bond ordinances of the
Cities (herein defined together as the "Controlling ordinances") that relate to the financing of the
Airport and that, together (1) prescribe the terms and conditions upon the basis of which the
Additional obligations, Credit Agreements, and Parity Credit Agreement obligations may be
issued and executed, and (ii) provide and establish the pledge, security, and liens securing the
Cities" special obligations to pay when due the outstanding obligations, the Initial obligations,
any Parity Credit Agreement obligations, and any Additional obligations; and
WHEREAS, the City Councils of the Cities of Dallas and Fort Worth, on February 23
and February 22, 2000, respectively, concurrently adopted the Thirty-First Supplemental
Concurrent Bond ordinance authorizing the issuance of the Dallas/Fort Worth International
Airport Joint Revenue Bonds, Series 2000A (the "Series 2000A Bonds"), in the aggregate
principal amount of$335,000,000; and
WHEREAS, the City Councils of the Cities of Dallas and Fort Worth, on November 14
and November 13, 2001, respectively, concurrently adopted the Thirty-Third Supplemental
Concurrent Bond ordinance authorizing the Dallas/Fort Worth International Airport Joint
Revenue Bonds, Series 2001A (the "Series 2001A Bonds") in the aggregate principal amount of
$650,000,000; and
WHEREAS, the City Councils of the Cities of Dallas and Fort Worth, on August 14 and
August 13, 2002, respectively, concurrently adopted the Thirty-Fifth Supplemental Concurrent
Bond ordinance authorizing the issuance of the Dallas/Fort Worth International Airport Joint
US 525381 v.4
Revenue Auction Rate Bonds, Series 2002B (the "Series 2002B Bonds"), in the aggregate
principal amount of$75,000,000; and
WHEREAS, the City Councils of the Cities of Dallas and Fort Worth, on August 14 and
August 13, 2002, respectively, adopted the Thirty-Sixth Supplemental Concurrent Bond
Ordinance (the "Thirty-Sixth ordinance") authorizing the issuance of Dallas/Fort Worth
International Airport Joint Revenue Auction Rate Bonds, Series 2002C (the "Series 2002C
Bonds") n i the aggregate principal amount of$50,000,000; and
ggr
WHEREAS, in accordance with the Controlling Ordinances, the Cities have been
requested b the Dallas/Fort Worth International Airport Board (the "Board") to issue Additional
q y
Obligations pursuant to this Ordinance to pay the costs of capital improvements of the Airport, to
refund all or a portion of the Refunded Obligations and for other purposes as further described in
Section 3.1; and
WHEREAS, each City Council hereby finds and determines that the refunding of all or a
portion of the outstanding maturities of the Series 2000A Bonds, the Series 2001A Bonds, the
Series 2002B Bonds and the Series 2002C Bonds (the "Refunded Obligations") is in the best
interests of the Cities; and
WHEREAS, each City Council hereby finds and determines that it is not practical to
determine on the date hereof the aggregate amount by which the debt service payments on the
bonds authorized hereby, being the Dallas/Fort Worth International Airport Joint Revenue
Improvement and Refunding Bonds, Series 2011 B (the "Bonds") exceed the debt service
payments on the Refunded Bonds, and that the issuance of the Bonds is in the best interest of the
Cities in order to restructure the annual debt review requirements; and
WHEREAS, each City Council finds and determines that the meeting at which this
Ordinance was adopted was open to the public, and public notice of the time, place and subject
matter of the public business to be considered and acted upon at said meeting, including this
Ordinance, was given, all as required by Applicable Lave; and
WHEREAS, pursuant to Sections 8.3 and 8.4 of the Thirtieth ordinance, the
"Outstanding ordinances" (as defined in the Thirtieth ordinance) and the Controlling
Ordinances may be amended with the consent of the holders of more than sixty-six and two-
thirds of the combined principal amount of the obligations then outstanding at the time of the
effective date of any amendments and each Credit Provider, if applicable, or, pursuant to
Section 8.4(b) of the Thirtieth Ordinance, if the amendments are approved by Insurers and such
other Credit Providers as applicable (all such capitalized terms having the respective meanings
defined in the Thirtieth Ordinance); and
WHEREAS, concurrently with or prior to the adoption of this Ordinance, the City
Council of each of the Cities approved a new Master Bond ordinance as an amendment and
restatement of the Controlling Ordinances, such Master Bond Ordinance to be effective
immediately upon the receipt of the requisite consents referenced upon; and
_2..
U5 525381v.4
WHEREAS upon the effective date thereof, the Master Bond ordinance shall govern
p
and provide and establish the pledge, security, and liens securing the outstanding obligations,
any Credit Agreement obligations and any Additional obligations; and
WHEREAS all of the holders of the Bonds issued p ursuant to this ordinance are hereby
deemed by the purchase of such Bonds to have irrevocably consented to the Master Bond
Ordinance and the amendment and restatement of the Controlling ordinances; and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF DALLAS:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1.1 Short Title. This ordinance may hereafter be cited in other documents
and without further description as the"Forty-Sixth Supplemental Concurrent Bond ordinance."
Section 1.2 Definitions. The capitalized terms used herein, including in the preambles
hereto, that are not otherwise defined herein shall have the same meanings and definitions as are
applied to such terms, respectively, in, or incorporated into, the Controlling ordinances.
Additionally, unless otherwise expressly provided or unless the context clearly requires
otherwise, the following additional terms shall have the respective meanings specified below:
Authorized officer -- means the Chief Executive officer, the Executive Vice
President- Chief Financial Officer, and the Vice President-Treasury Management of the Board,
and in the event any of such positions is renamed or otherwise reorganized, including any
person holding or exercising the duties of any comparable position.
Bond -means any of the Bonds.
Bond Date - means the date of such Bonds as designated in the Qfficers Pricing
Certificate.
Bonds --mean the bonds described in Section 3.1.
Closin Date - means the date on which the Bonds are actually delivered to and
paid for by the Purchaser.
Des i mated Pa ment/Transfer office - means (1) with respect to the initial
Paying Agent/Registrar named herein, its office in Dallas, Texas, or such other location as may
be designated by the Paying Agent/Registrar, and (ii) with respect to any successor Paying
Agent/Registrar, the office of such successor designated and located as may be agreed upon by
the Cities and such successor.
-3-
US 525381v.4
DTC - means The Depository Trust Company of New York, New York, or any
successor securities depository.
DTC Pa
rtici ant - means brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations on whose behalf DTC was created to hold securities
to facilitate the clearance and settlement of securities transactions among such parties.
Initial Bond - means the Bonds described in Section 3.2 with the insertions
required by Section 5.2(d).
Insurer or Insurers - means the issuer of the Policy or of the Policies if more
than one are issued, as certified by an Authorized Officer on the Closing Date.
Interest Pa meet Date - means the date or dates upon which interest on the
Bonds is scheduled to be paid until the applicable Stated Maturity Date or Mandatory
Redemption Date, as determined in the Officers Pricing Certificate.
Mandatory Redemption Dates - mean the dates on which the Cities are
obligated to redeem Bonds in advance of their respective Stated Maturity Dates in accordance
with Section 4.4.
Master Bond ordinance — means the Master Bond ordinance approved by the
City ouncils of the Cities and effective upon receipt pt of the consents required by the Thirtieth
Ordinances.
Master Pavia& Aunt Agreement - means the paying agent agreement
executed b the Board-and the Paying Agent/Registrar that specifies the duties and
previously execu y y g
responsibilities of the Paying Agent/Registrar with respect to bonds or other obligations issued
by the Cities in relation to the Airport.
Officer's Pricin Certificate - means the certificate to be executed by one or
more of the Authorized officers pursuant to Section 3.2.
Ordinance - means this Ordinance and all amendments hereof and supplements
hereto.
on final Issue Date -means the Closing Date of the Bonds.
Paving Aunt/Re2istr�ar - means The Bank of New York Mellon Trust
Company,NA successor thereto as provided in this Ordinance.
. .� or any
PotiRy or Policies - means the policy or policies, if any, of municipal bond
insurance relatin g to the Bonds issued on the Closing Date by the Insurer or the Insurers if more
than one.
Purchaser - means the person, firm or entity or the group thereof, or the
representative of such group, initially purchasing the Bonds issued hereunder from the Cities
p �
pursuant to the Underwriting Agreement.
-4-
US 525381 .4
Rebate Fund - means the special fund required to be created and maintained in
Section 8.4 and is the type of fund referred to in the definition of that term in the Thirtieth
Ordinance.
Record Date - means the 15th day- of the month next preceding an Interest
Payment Date.
Representation Letter - means the "Blanket Letter of Representations" between
the Cities and DTC, as approved and ratified in Section 3.9(c).
Stated Maturi ty Dates - mean the respective dates on which the Bonds are stated
to mature in accordance with Section 3.2(b).
Thirtieth ordinance - means the Thirtieth Supplemental Concurrent Bond
Ordinance passed by the City Councils of the Cities and effective on February 23, 2000.
Underwritin A reement-means the Underwriting Agreement hereafter entered
into as contemplated and authorized in Section 3.2(b).
Section 1.3 Table of Contents Titles and Headin s. The table of contents, titles and
headings of the Articles and Sections of this Ordinance have been inserted for convenience of
reference only and are not to be considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions hereof and shall never be considered or given any effect in
construing this ordinance or any provision hereof or in ascertaining intent, if any question of
intent should anise.
Section 1.4 Interpretation. (a) Unless the context requires otherwise, words of the
masculine gender shall be construed to include correlative words of the feminine and neuter
genders and vice versa, and words of the singular number shall be construed to include
correlative words of the plural number and vice versa.
(b) Article and Section references shall mean references to Articles and
Sections of this ordinance unless designated otherwise.
(c) If any one or more of the covenants, provisions or agreements contained
herein should be contrary to Applicable Law, then such covenants, provisions or agreements
shall,be deemed separable from the remaining covenants, provisions, and agreements hereof, and
shall in no way affect the validity of the remaining covenants, provisions, and agreements
contained in this ordinance.
Section 1.5 Declarations and Additional Riphts and Limitations Under Controllin
Ordinances. (a) For all purposes of the Outstanding Ordinances and the Controlling Ordinances,
as amended and supplemented, the Cities declare and provide as follows:
(i) The Bonds are Additional obligations that are authorized by
Section 3.2 of the Thirtieth Ordinance.
(ii) The Bonds are not Interim Obligations.
-5-
US 525381v.4
(iii) Each Policy is a Credit Agreements and each Insurer is a Credit
Provider. However, a Policy does not create a Parity Credit Agreement
Obligation. A Policy, if any, entered into for the purpose of providing all or a
portion of the amount equal to the Debt Service Reserve Requirement is hereby
declared to be a Credit Agreement that is on a parity with Subordinate Lien
Obligations; provided however, the provisions of subsection 5.2(b)(iii) of the
Thirtieth Ordinance shall continue to apply with respect to any deficiencies in the
Debt Service Reserve Fund, including any costs of a Policy with respect to the
Debt Service Reserve Fund.
(iv) Administrative Expenses shall include the fees and expenses owed
to the Paying Agent/Registrar.
(v) The amount of the Debt Service Reserve Requirement on account
of the Bonds is an amount that is not less than the average annual Debt Service
that will be required to be paid on-or with respect to all Outstanding Obligations
as of the date following the delivery of the Bonds. In the event that the amount on
deposit in the Debt Service Reserve Fund is less than the amount required, as
determined in the Officer's Pricing Certificate, the amount specified in
Section 8.1 shall be deposited to the Debt Service Reserve Fund out of the
proceeds of the Bonds or shall be used to enter into a Credit Agreement to satisfy
the Debt Service Reserve Requirement.
(vi) The Stated Maturity Dates and the Mandatory Redemption Dates
established in accordance with Article III are Principal Payment Dates for the
purposes of the Thirtieth ordinance.
(vii) Each Insurer, as a Credit Provider, that is not at such time in
default under its Policy is authorized to give and withdraw notices of default
under the provisions of Section 7.1(vii) of the Thirtieth Ordinance.
(viii) Each of the Authorized Officers is designated and appointed as an
"officer" of the Cities for the limited purposes of.administering this Ordinance,
including particularly the related documents and agreements described herein in
accordance with Chapters 1207 and 1371, Government Code, as amended.
(ix) This Ordinance is an Additional Supplemental Ordinance.
(b) For all purposes of the outstanding Ordinances and the Controlling
Ordinances, as amended and supplemented, the following additional rights and limitations are
granted and imposed:
(i) No amendment to the Controlling Ordinances or this Ordinance
shall be approved or adopted pursuant to any of Sections 8.2, 8.3, 8.4, or 8.5 of
the Thirtieth Ordinance, whether with or without the consent of the Holders,
unless and until the same is approved by the Insurer that at the time is not in
default under its Policy has a then current credit rating of at least investment grade
_6_
US 525381 v.4
by two nationally recognized rating agencies, to the extent required under the
terms of the Credit Agreement.
(ii) The Cities shall have the right to amend the outstanding
Ordinances, the Controlling ordinances, and this ordinance without the consent
of or notice to the Holders, for any purpose not prohibited by Section 8.3 of the
Thirtieth ordinance, if such amendment is approved by the Insurer that at the time
is not in default under its Policy has a then current credit rating of at least
investment grade by two nationally recognized rating agencies and such other
Credit Providers, if any, as may be required by an Additional Supplemental
Ordinance.
(iii) whenever in this Ordinance, or in the Controlling ordinances, the
right is granted to redeem Bonds in advance of a Stated Maturity Date, any such
redemption may be accomplished with any lawfully available money. The Bonds
may be redeemed according to their respective terms, and pro rata redemptions
are not required. All money delivered to the Paying Agent/Registrar for the
purpose of paying the principal of and interest on Bonds shall be held uninvested
by the Paying Agent/Registrar.
(iv) In the event of the occurrence of an Event of Default, the right of
acceleration of the Stated Maturity Date or the Mandatory Redemption Date of
any Bond or of any Parity Credit Agreement Obligation is not granted as a
remedy, and the right of acceleration is expressly denied.
(v) The specific information that must be provided pursuant to the
disclosure requirements of Section 10.1 of the Thirtieth ordinance with respect to
the Bonds shall be (A) the audited financial statements of the Board for each
Fiscal Year ending on and after September 30, 2010, and (B) the annual financial
information shall be the operating data relating to the Bonds set forth in the
numbered tables in the official statement relating to the issuance of the Bonds. In
connection with the issuance of the Bonds, the Rule, as amended by 17 CFR Parts
240 and 241/Release No. 34-62184, will be.effective and the Cities shall comply
with such amendments. The Board shall provide such information on behalf of the
Cities.
(vi) Pursuant to the terms of Section 8.4 of the Thirtieth Ordinance,
Holders of the Bonds confirm that the Credit Providers, whether or not related to
the Bonds, have the right to consent to amendments to the Controlling
Ordinances, the Forty-Sixth Ordinance and the .outstanding Ordinances without
notice to or the consent of the Holders of the Bonds.
(c) Notwithstanding any other provision hereof, the holders of the Bonds, as
evidenced by the purchase thereof, irrevocably consent to the amendment and restatement of the
Controlling Ordinances by the Master Bond Ordinance, such Master Bond ordinance to be
effective immediately upon receipt of the requisite consents set forth in the Thirtieth ordinance.
-7-
US 525381v.4
ARTICLE II
PURPOSES, PLEDGE AND SECURITY FOR BONDS
Section 2.1 Purposes of ordinance. The purposes of this ordinance are to prescribe
the specific terms and provisions of the Bonds, to extend expressly the pledge, lien, security, and
p p
provisions of the Controlling ordinances to and for the benefit of the Holders, to provide certain
covenants to and for the benefit of each Insurer and/or Credit Provider, and to sell the Bonds to
the Purchaser.
Section 2.2 Pled e Security for Sources of Pa rnent of Bonds. (a) The pledge, the
security and the filing provisions of Sections 2.2 and 2.4,respectively, of the Thirtieth ordinance
are hereby expressly restated, fixed, brought forward and granted to the Holders, and to each
Insurer, as a Credit Provider.
(b) The Bonds, as "Additional obligations"under the Controlling ordinances,
are secured by a lien on and pledge of the Pledged Revenues and the Pledged Funds on a parity
with the Prior obligations, the Initial obligations, and any other Additional obligations that are
Outstanding, and with Parity Credit Agreement obligations, if any, that are unpaid from time to
time, as declared and provided in Section 2.2 of the Thirtieth ordinance.
ARTICLE III
AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE
BONDS
Section 3.1 Authorization. Additional obligations, to be designated "Dallas/Fort
Worth International Airport Joint Revenue Improvement and Refunding Bonds, Series 2011 B,"
are hereby authorized to be issued and delivered in accordance with Applicable Law and as
provided herein and in the officer's Pricing Certificate. The Bonds shall be issued, for the
purpose of refunding all or a portion of the Refunded obligations, paying certain Costs of the
Airport, providing for capitalized interest, to provide funding for the Debt Service Reserve
Requirement through either the deposit of Bond proceeds or entering into a surety or such other
agreement, and paying the Cities' and the Board's costs incurred in connection with the issuance
of the Bonds including the costs of the Policy or Policies of Insurance or the surety or debt
service reserve agreement.
Section 3.2 Initial Date Denominations Number Maturity, Initial Registered owner
Characteristics of the Initial Bond and Ex iration Date of Dele ation. (a) The Initial Bond is
hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond,
without interest coupons, dated the date designated as prescribed below, in the denomination and
maximum aggregate principal amount of $450,000,000, numbered T-1, payable in annual
installments of principal to the initial registered owner thereof (to be determined by the
Authorized officers, as hereinafter provided), or to the registered assignee or assignees of said
Bond or an portion or portions thereof(in each case, the "registered owner"), with the annual
yp p
installments of principal of the .Initial Bond to be payable on the dates, respectively, and in the
US 525391v.4
principal amounts, respectively, to be stated in the Initial Bond as set forth in this ordinance and
the officer's Pricing Certificate, and as provided in this ordinance, but with the final installment
of principal (the maximum term)to be not later than November 1, 2035.
(b) As authorized by Chapters 1207 and 1 371, Texas Government Code, as
amended, the Authorized Officers and the City Managers are hereby authorized, appointed, and
designated as the officers or employees of the Cities authorized to act on behalf of the Cities in
the selling and delivering of the Initial Bond and carrying out the other procedures specified in
this ordinance, including the determination of the price at which the Initial Bond will be sold,
the amount of each Principal Installment issued hereunder, the due date of each Principal
Installment hereof, which shall be November 1 in each year in which a Principal Installment is
due, the rate of interest to be borne by each .Principal Installment issued hereunder, the
redemption features, including any requirements of Mandatory Redemption, and all other matters
relating to the issuance, sale, and delivery of the Initial Bond and the Bonds. The Authorized
Officers and the City Managers, acting for and on behalf of the Cities, are authorized to enter
into and carry an Underwriting Agreement in the form approved by the City Attorneys of the
Cities with the parties, at such price, in the aggregate principal amount, with such Principal
Installments, with such interest rates, with such redemption features and other matters, as shall
be determined by the Authorized officers and set forth therein and in the Officers Pricing
Certificate; provided that: (1) the price to be paid for the Initial Bond shall not be less than 95%
of the initial aggregate principal amount thereof with a maximum underwriter's discount of.60%
and (ii) no installment of principal of the Initial Bond shall bear interest at a rate greater than
6.00% per annum. It is further provided, however, that, notwithstanding the foregoing
provisions, the Initial Bond shall not be delivered unless prior to delivery, the Bonds have been
rated by a nationally recognized rating agency for municipal securities in one of the four highest
rating categories for long term obligations, as required by Applicable Law. In connection with
the issuance and delivery of the Bonds, each of the Authorized officers, acting for and on behalf
of the Cities, is authorized to set out in the officer's Pricing Certificate such information as
contemplated herein. The Officer's Pricing Certificate shall include such information as such
Authorized Officer(s) deem appropriate or is required by this ordinance.
(c) Each of the Authorized Officers is authorized to establish which maturity
or maturities, if any, shall be insured based on recommendations of the Co-Financial Advisors of
the Airport, and such Authorized Officer(s) shall specify the name or names of the Insurer or
Insurers in the Underwriting Agreement and shall specify therein which maturity or maturities, if
any, will be insured.
(d) The Initial Bond (1) may be prepaid or redeemed prior to the respective
scheduled due dates of installments of principal thereof as provided for in this ordinance and in
the officers Pricing Certificate, (ii) may be assigned and transferred, (iii) may be converted and
exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed,
and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF BOND set forth in this ordinance and as
determined by an Authorized Officer, as provided herein and in the officers Pricing Certificate,
with such changes and additions as are required to meet the terms of the Underwriting
Agreement and the officers Pricing Certificate, including the name as to which the Initial Bond
shall be registered. -
_9_
US 525381 v.4
(e) In the event the Underwriting Agreement shall not be executed on or
before 5:00 p.m. on March 30, 2011, the delegation of authority to the Authorized Officers
pursuant to this Ordinance shall cease to be effective unless the City Council of each of the
Cities shall act to extend such delegation.
Section 3.3 Medium Method and Place of Pa ent. (a) The principal of,premium, if
any, and interest on the Bonds shall be paid in lawful money of the United States of America as
provided in this Section.
(b) Interest on the Bonds shall be payable to the Holders whose names appear
IN the obligation Register(as defined in Section 3.5) at the close of business on the Record Date;
provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment
Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record
Date" will be established b the Paying AgentlRegistrar if and when funds for the payment of
} y
such interest have been received from the Cities or the Board. Notice of the Special Record Date
and of the scheduled payment date of the past due interest (the "Special Payment Date," which
shall be at least 15 days after the Special Record Date) shall be sent at least five business days
prior to the Special Record Date by United States mail, first class postage prepaid, to the address
of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of
business on the last business day next preceding the date of mailing of such notice.
(c) Interest on the Bonds shall be paid by check (dated as of the Interest
Payment Date) and sent by the Paying Agent/Registrar to the Holder entitled to such payment,
United States mail, first class postage prepaid, to the address of the Holder as it appears in the
Obligation Register or by such other customary banking.arrangements acceptable to the Paying
Agent/Registrar and the person to whom interest is to be paid; provided, however, that such
person shall bear all risk and expenses of such other customary banking arrangements. Upon
written request of a registered owner of at least $1,000,000 in principal amount of Bonds, all
of the principal of, redemption premium, if any, and interest on the Bonds shall be paid
payments
by wire transfer in immediately available funds to an account designated by such registered
owner.
(d) The principal of each Bond shall be paid to the Holder on the due date
thereof(whether at the maturity date or the date of prior redemption thereof) upon presentation
and surrender of such Bond at the Designated Payment/Transfer Office.
(e) If a date for the payment of the principal of or interest on a Bond is a
Saturday, Sunday, legal holiday, or a day on which banking institutions in the Cities or in the city
in which the Designated Payment/Transfer Office is located, are authorized by law or executive
order to close, then the date for such payment shall be the next succeeding Business Day, and
payment on such date shall have the same force and effect as if made on the original date
payment was due.
(f) Subject to any applicable escheat, unclaimed property, or similar and
Applicable Law, unclaimed payments remaining unclaimed by the Holders entitled thereto for
three years after the applicable payment or redemption date shall be paid to the Board and
thereafter neither the Cities, the Paying Agent/Registrar, nor any other person shall be liable or
_10-
US 525381v.4
responsible to any Holders of such Bonds for any further payment of such unclaimed moneys or
on account of any such Bonds.
(g) The unpaid principal balance of the Initial Bond shall bear interest as set
forth in such Initial Bond to the respective scheduled due dates, or to the respective dates of
prepayment or redemption, of the Principal Installments, and said interest shall be payable to the
registered owner thereof, all in the manner provided and on the dates fixed by the Authorized
Officers in accordance with this Ordinance and the Officers Pricing Certificate, and with interest
rates as fixed by the Authorized officers in accordance with this ordinance and the officers
Pricing Certificate, and as set forth in the Underwriting Agreement.
S ection 3.4 Ownershi (a) The Cities, the Board, the Paying Agent/Registrar and any
other person may treat each Holder as the absolute owner of such Bond for the, purpose of
making and receiving payment of the principal thereof and premium, if any, thereon, and for the
further purpose of making and receiving payment of the interest thereon (subject to the
provisions herein that interest is to be paid to each Holder on the Record Date), and for all other
purposes, whether or not such Bond is overdue, and neither the Cities, the Board, nor the Paying
Agent/Registrar shall be bound by any notice or knowledge to the contrary.
(b) All payments made to the person deemed to be the Holder in accordance
with this Section shall be valid and effectual and shall discharge the liability of the Cities, the
Board, and the Paying g n Agent/Registrar upon such Bond to the extent of the sums paid.
Section 3.5 tration Transfer and Exchan e. (a) So long as any Bonds remain
outstanding, the Board shall cause the Paying Agent/Registrar to keep a register (the"obligation
Register") at its principal trust office in which, subject to such reasonable regulations as it may
prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds. in
accordance with this Ordinance.
(b) Ownership of any Bond may be transferred in the Obligation Register only
upon the presentation and surrender thereof at the Paying Agent's Designated Payment/Transfer
Office for transfer of registration and cancellation, together with proper written instruments of
assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar,
evidencing assignment of the Bonds, or any portion thereof in any integral multiple of$5,000, to
the assignee or assignees thereof, and the right of such assignee or assignees thereof to have the
Bond or any portion thereof registered in the name of such assignee or assignees. No transfer of
any Bond shall be effective until entered in the obligation Register. Upon assignment and
transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying
Agent/Registrar in conversion and exchange.for such transferred and assigned Bond. To the
extent possible the Paying Agent/Registrar will issue such new Bond or Bonds in not more than
three business days after receipt of the Bond to be transferred in proper form and with proper
instructions directing such transfer.
(c) Any Bond may be converted and exchanged only upon the presentation
and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar
together with a written request therefor duly executed by the registered owner or assignee or
assignees thereof, or its or their duly authorized attorneys or representatives, with guarantees of
-11-
US 525381v.4
signatures satisfactory to the Paying Agent/Registrar, for a Bond or Bonds of the game maturity
and interest rate and in any authorized denomination and in an aggregate principal amount equal
to the unpaid principal amount of the Bond presented for exchange. If a portion of any Bond is
P
redeemed p rior to its scheduled maturity as provided herein, a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, in the denomination or denominations
of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate
principal amount equal to the unredeemed portion thereof, will be issued to the registered owner
upon surrender thereof for cancellation. To the extent possible, a new Bond or Bonds shall be
delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds in not
more than three business days after receipt of the Bond to be exchanged in proper form and with
proper instructions directing such exchange.
(d) Each Bond issued in exchange for any Bond or portion thereof assigned,
transferred or converted shall have the same principal maturity date and bear interest at the same
rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or
number to distinguish it from each other Bond. The Paying Agent/Registrar shall convert and
exchange the Bonds as provided herein, and each substitute Bond delivered in accordance with
this Section shall constitute an original contractual obligation of the Cities and shall be entitled to
the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of
which such substitute Bond is delivered.
(e) The Board will pay, as Administrative Expenses, the Paying
Agent/Registrar's reasonable and customary charge for the initial registration or any subsequent
transfer, exchange or conversion of the Bonds, but the Paying Agent/Registrar will require the
Holder to pay a sum sufficient to cover any tax or other governmental charge that is authorized
to be imposed in connection with the registration, transfer, exchange or conversion of a Bond. In
addition, the Cities hereby covenant with the Holders of the Bonds that the Board will (i) pay
the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its
services with respect to the payment of the principal of and interest on the Bonds, when due, and
(ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the
transfer, registration, conversion and exchange of Bonds as provided herein.
(f) Neither the Cities, the Board, nor the Paying Agent/Registrar shall be
required to issue, transfer, or exchange any Bond called for redemption, in whole or in part,
where such redemption is scheduled to occur within 45 calendar days after the transfer or
exchange date; provided, however, such limitation shall not be applicable to an exchange by the
Holder of the uncalled principal balance of a Bond.
Section 3.6 Cancellation and Authentication. All Bonds paid or redeemed before their
Stated Maturity Dates in accordance with this Ordinance, and all Bonds in lieu of which
exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this
g
Ordinance, shall be canceled upon the making of proper records regarding such payment,
redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of the canceled
Bonds in accordance with Applicable Law.
Section 3.7 Temporary Bonds. (a) Following the delivery and registration of the
Initial Bond issued hereunder and endin the preparation of definitive Bonds, the proper
p g
-12-
US 525381v.4
officers of the Cities may execute and, upon the Cities' or the Board's request, the Paying
Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without
coupons, and with such appropriate insertions, omissions, substitutions and other variations as
the officers of the Cities executing such temporary Bonds may determine, as evidenced by their
signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary
form shall be entitled to the benefit and security of this Ordinance.
(c) The Cities or the Board, without unreasonable delay, shall prepare,
execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon
the p resentation and surrender of the Bond or Bonds in temporary form to the Paying
A ent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and
Agent/Registrar,
authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series,
in definitive form, in the authorized denomination, and in the same aggregate principal amount,
as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the
making of any charge therefor to any Owner.
Section 3.8 Replacement Bonds. (a) Upon the presentation and surrender to the
Paying Agent/Registrar, at the Designated Payment/Transfer Office, of a mutilated Bond, the
Yi g �
Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond
Y g
of like tenor and principal amount, bearing a number not contemporaneously outstanding. The
Cities, the Board, or the Paying Agent/Registrar may require the Holder of such Bond to pay a
sum sufficient
cient to cover any tax or other governmental charge that is authorized to be imposed n
connection therewith and any other expenses connected therewith.
(b) In the event any Bond is lost, apparently destroyed or wrongfully taken,
the Paying Agent/Registrar, pursuant to Subchapter D of Chapter 1201, Government Code, as
amended, and in the absence of notice or knowledge that such Bond has been acquired by a bona
f de p urchaser, shall authenticate and deliver a replacement Bond of like tenor and principal
amount, bearing a number not contemporaneously outstanding, provided that the Holder first:
(i) furnishes to the Paying Agent/Registrar satisfactory evidence of his
or her ownership of and the circumstances of the loss, destruction or theft of such
Bond;
(ii) furnishes such security or indemnity as may be required by the
Paying Agent/Registrar and the.Cities to save them harmless;
(iii) pays all expenses and charges in connection therewith, including,
but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar
and any tax or other governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the Cities
and the Paying Agent/Registrar.
-13-
US 525381v.4
"c` If, after the delivery of such replacement Bondy a bona fide purchaser of
the original Bond in lieu of which such replacement Bond was issued presents for payment such
on 'nal Bond, the Cities, the Board, and the Paying Agent/Registrar shall be entitled to recover
� kin
such replacement Bond from the person to whom it was delivered or any person taking
therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the
yp .
Cities,the Board, or the Paying Agent/Registrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or
wrongfully taken Bond has become or is about to become due and payable, the Paying
g y
Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond.
(e) Each replacement Bond delivered in accordance with this Section shall
constitute an original contractual obligation of the Cities and shall be entitled to the benefits and
securit y of this ordinance to the same extent as the Bond or Bonds in lieu of which such
replacement Bond is delivered.
Section 3.9 Book-EnIly Only System. (a) The definitive Bonds shall be initially
issued in the form of a separate single fully registered Bond for each of the maturities thereof.
Upon initial issuance, the ownership of each such Bond shall be registered in the name of
Cede & Co., as nominee of DTC, and except as provided in Section 3.1 oy all of the outstanding
Bonds shall be registered in the name of Cede& Co., as nominee of DTC.
(b) With respect to Bonds registered in the name of Cede& Co., as nominee
of DTC, the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or
obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant
holds an interest in the Bonds, except as provided in this ordinance. Without limiting the
immediately p g recedin sentence the Cities,the Board, and the Paying Agent/Registrar shall have
no responsibility or obligation with respect to (1) the accuracy of the records of DTC, Cede &
Co. or an y DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery
to any DTC Participant or any other person, other than a Holder, as shown on the obligation
Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the
payment to any DTC Participant or any other person, other than a Holder, as shown in the Register of any amount with respect to principal of, premium, if any, or interest on the Bonds.
g . .
Notwithstanding any other provision of this ordinance to the contrary, the Cities, the Board, and
the Paying g n Agent/Registrar shall be entitled to treat and consider the person in whose name each
g
Bond is registered in the obligation Register as the absolute owner of such Bond for the purpose
of Ym a ent of principal of, premium, if any, and interest on the Bonds, for the purpose of giving
p
notices of redemption and other matters with respect to such Bond, for the purpose of registering
transfer with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or
g
upon the order of the respective Holders, as shown in the obligation Register, or their respective
p
attorneys duly authorized in writing, and all such payments shall be valid and effective to fully
satin and discharge the Cities' obligations with respect to payment of, premium, if any, and
satisfy g
interest on the Bonds to the extent of the sum or sums so paid. No person other than a Holder, as
shown in the register, shall receive a certificate evidencing the obligation of the Cities to make
payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying
-14-
US 525381 v.4
Agent/Registrar o f written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks or drafts being mailed to the registered.Owner at the close of business on the
Record Date the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(c) The "Blanket Representation Letter" setting respective duties with respect
to the Bonds has been previously executed and delivered by an Authorized Officer and made
applicable to the Bonds delivered in book-entry-only form to DTC, as securities depository
therefor, is hereby ratified and approved f or the Bonds.
Section 3.1 o Successor Securities De osito In the event that the Cities, the Board, or
the Paying Agent/Registrar determine that DTC is incapable of discharging its responsibilities
described herein and in the Representation Letter, and that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event
DTC discontinues the services described herein, the Cities, the Board, or the Paying Agent/
Registrar shall (1) appoint a successor securities depository, qualified to act as such under
Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC
Participants, as identified by DTC, of the appointment of such successor securities depository
and transfer one or more separate Bonds to such successor securities depository or (ii) notify
DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and
transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC
accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being
registered in the Obligation Register in the name of Cede&Co., as nominee of DTC,but may be
registered in the name of the successor securities depository, or its nominee, or in whatever name
or names Holders transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Ordinance.
Section 3.11 Pa ents to Cede & Co. Notwithstanding any other provision of this
Ordinance to the contrary, so long as any Bonds are registered in the name of Cede & Co., as
nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such
Bonds, and all notices with respect to such Bonds, shall be made and given, respectively, in the
manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.1 Limitation on Redemption. The Bonds shall be subject to redemption
before scheduled maturity only as provided in this Article IV and the Officer's Pricing
Certificate.
Section 4.2 O tional Redem Lion. (a) The Authorized Officers shall specify in the
Underwriting Agreement, Officer's Pricing Certificate, Initial Bond, and in the Bonds such rights
of optional redemption, if any, and the Redemption Prices therefor that are to be reserved by the
Cities.
_15_
US 525381v.4
(b) To the extent the Bonds are subject to optional redemption, the Board, at
least 45 days before the redemption date, unless a shorter period shall be satisfactory to the
g
Paying A entlRegistrar, shall notify the Paying Agent/Registrar of such redemption date and of
the principal amount of the Bonds to be redeemed.
Section 4.3 Partial Redemption. (a) If less than all of the Bonds are to be redeemed
pursuant to Section 4.2,the Board shall have the right to determine the maturity or maturities and
p
the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call at ran dom
the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts
for redemption as determined by the Board in its sole discretion.
(b) A portion of a single Bond of a denomination greater than $5,000 may be
redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If
such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000
portion of the Bond as though it were a single Bond for purposes of selection for redemption.
(c) Upon surrender of any Bond for redemption in part, the Paying
Agent/Registrar, in accordance with Section 3.5 of this Ordinance, shall authenticate and deliver
an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of
the Bond so surrendered, such exchange being without charge.
The Pa 'n Agent/Registrar shall promptly notify the Board in writing of
(d) Paying
the principal amount to be redeemed of any Bond as to which only a portion thereof is to be
redeemed.
Section 4.4 Mandatory Redem tion of Certain Bonds. (a) The Authorized Officers
shall specify in the Underwriting Agreement, officer's Pricing Certificate, Initial Bond and in
p fY
the Bonds such obligations to redeem the Bonds mandatorily, and the Redemption Prices
therefor, as are to be imposed on the Cities.
(b) Subject to the provisions of subsection (c) of this Section, when less than
all of the Bonds of a specified maturity on a specified Stated Maturity Date are required to be
redeemed as determined in accordance with this Section, the Board, acting on behalf of the
Cities, shall have the right and shall direct the Paying Agent/Registrar to call by lot the Bonds, or
portions thereof within a maturity, that are to be called for redemption. A portion of a single
Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount
equal to $5,000 or an integral multiple thereof. The Paying Agent/Registrar shall treat each
$5,000 p ortion of the Bond as though it were a single Bond for purposes of selection for
redemption. Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar
shall authenticate and deliver an exchange Bond or Bonds in an aggregate amount-equal to the
unredeemed portion of the Bond so surrendered.
(c) In lieu of the procedure described in subsection (b) of this Section, if less
than all of the Bonds of a Stated Maturity Date are required to be redeemed, the Cities and the
Board shall have the right to accept tenders of Bonds of the applicable Stated Maturity Date and
to p urchase Bonds of such maturity in the open markets at any price that is less than the
applicable Redemption Price for the Bonds required to be redeemed.
-16-
U5 525381 v.4
Section 4.5 Notice of Redemption to Holders. (a) The Paying Agent/Registrar shall
give notice of any redemption of Bonds by sending notice by first class United States mail,
postage prepaid, or by such other means a is acceptable to such Holders, not less than 30 days
before the date fixed for redemptions to the Holder of each Bond (or part thereof) to be
redeemed, at the address shown on the obligation Register.
(b) The notice shall state the redemption date, the redemption price, the place
at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding
are to be redeemed, an identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively
presumed to have been duly given, whether or not the Holder receives such notice.
Section 4.6 Conditional Notice of Red em tion. With respect to any optional
redemption of Bonds, unless certain prerequisites to such redemption required by the Controlling
Ordinances or this ordinance have been met and moneys sufficient to pay the principal of and
premium, if any, and interest on the Bonds to be redeemed shall have been received by the
Paying Agent prior to the giving of such notice of redemption, such notice shall state that said
redemption may, at the option of the Board, be conditional upon the satisfaction of such
prerequisites and receipt of such moneys by the Paying Agent on or prior to the date fixed for
such redemption. If a conditional notice of redemption is given and such prerequisites to the
redemption and sufficient moneys are not received, such notice shall be of no force and effect,
the Board shall not redeem such Bonds and the Paying Agent shall notice, in the manner in
which the notice of redemption was given, to the effect that the Bonds have not been redeemed.
Section 4.7 Payment U on Redem tion. (a) Before or on each redemption date, the
Board on behalf of the Cities shall deposit with the Paying Agent/Registrar money sufficient to
pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision
for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust
such amounts as are received by the Paying Agent/Registrar from the Board and shall use such
funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued
interest on the Bonds being redeemed, or the tender or negotiated price in the case of Bonds
tendered or purchased under Section 4.4(c).
(b) Upon presentation and surrender of any Bond called for redemption at the
Designated Payment/Transfer office on or after the date fixed for redemption, the Paying
Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on
such Bond to the date of redemption from the money set aside for such purpose.
Section 4.8 Effect of Redem tion. (a) Notice of redemption having been given as
provided in Section 4.5 of this ordinance, the Bonds or portions thereof called for redemption
shall become due and payable on the date fixed for redemption and, unless the Cities fail in their
obligation to make provision for the payment of the principal thereof, redemption premium, if
any, or accrued interest thereon on the date fixed for redemption, such Bonds or portions thereof
shall cease to bear interest from and after the date fixed for redemption, whether or not such
Bonds are p resented and surrendered for payment on such date.
_17-
U5 525381 v.4
(b) If the Cities shall fail to make provision for payment of all sums due on a
redemption date, then any Bond or portion thereof called for redemption shall continue to bear
interest at the rate stated on the Bond until due provision is made for the payment of same by the
Cities.
ARTICLE V
PAYING AGENT/REGISTR.AR
Section 5.1 A o intment of Initial P a 'n A entlRe 'strar. The Bank of New York
Mellon Trust Company, N.A., is hereby appointed as the initial Paying Agent/Registrar for the
Bonds, under and subject to the terms and provisions of the Master Paying Agent Agreement.
Section 5.2 Qualifications. The Paying Agent/Registrar shall be a commercial bank, a
trust company organized under applicable laws, or any other entity duly qualified and legally
p Y or g
authorized.to serve as and perform the duties and services of paying agent and registrar for the
Bonds.
Section 5.3 Maintaining Pa3dng A ent/Re istrar. (a) At all times while any Bonds
are Outstanding, he Cities will maintain a Paying Agent/Registrar that is qualified under
g yl
Section 5.2 of this Ordinance.
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such,
the Board will promptly appoint a replacement.
Section 5.4 Termination. The Cities, acting through the Board, upon not less than 60
days notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by
delivering to the entity whose appointment is to be terminated written notice of such termination,
provided, that such termination shall not be effective until a successor Paying Agent/Registrar
has been appointed and has accepted the duties of Paying Agent/Registrar for the Bonds.
Section 5.5 Notice of Change. Promptly upon each change in the entity serving as
Paying g n A ent/Re 'strar, the Board will cause notice of the change to be sent to each Holder and
Agent/Re 9
Insurer by first class United States mail, postage prepaid, at the address in the Obligation
Register, stating the effective date of the change and the name and mailing address of the
replacement Paying Agent/Registrar.
Section 5.6 Aareement to Perform Duties and Functions. By accepting the
appointment Paying in Agent/Registrar, the Paying Agent/Registrar acknowledges receipt of
pp as y g
copies of the Controlling Ordinances and this Ordinance, and is deemed to have agreed to the
provisions of thereof, and to perform the duties and functions of Paying Agent/Registrar
prescribed therein and herein.
Section 5.7 Delivery of Records to Successor. If a Paying Agent/Registrar is replaced,
such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the
Obligation Register (or a copy thereof) and all other pertinent books and records relating to the
Bonds to the successor Paying Agent/Registrar.
-18-
U5 525381v.4
ARTICLE VI
FORM OF THE BONDS
Section 6.1 Fo rm enerall G (a) The Bonds, including the Registration Certif cate of
the Comptrolle r of Public Accounts of the State, the Certificate of the Paying Agent/Registrar,
and the Assignment form to appear on each of the Bonds, (1) shall be substantially in the form set
Article, with such appropriate insertions, omissions, substitutions, and other
forth in this Art p q
variations as are re (ii)ermitted or uired by this Ordinance, and may have such letters,
other marks of identification (including identifying numbers and letters of the
numbers, or o
Committee on
Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of
counsel) thereon as consistently herewith, may be determined by the Board.
(b) Any portion of the text of any Bonds may be set forth on the reverse side
thereof, with an appropriate reference thereto on the face of the Bonds.
(c) The Bonds including the Initial Bond submitted to the Attorney General
of Texas and temporary nd an tem or Bonds, shall be typed, printed, lithographed, photocopied or
engraved, an y p Y an
d may be produced b combination of these methods or produced in any other
Y
er all as determined b the officers executing such,Bonds, as evidenced by their
similar mane Y
execution thereof.
Section 6.2 Form
of Bond. The form of Bond, including the form of the Registration
p
Certificate of the Comptroller of Public Accounts of the State, the form of Certificate of the
Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be
gi
substantially as follows:
_19-
U5 525381v.4
(a) [Fon-n of Bond]
REGISTERED REGISTERED
No. $
United States of America
State of Texas
Cities of Dallas and Fort worth
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE IMPROVEMENT AND REFUNDING BOND, SERIES 2011B
INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP NO.:
November 1, 2010
The Cities of Dallas and Fort worth, Texas (the "Cities"), for value received, hereby
promise to pay to
or registered assigns, on the Maturity Date, as specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal
hereof shall have been paid or provision for such payment shall have been made, and to pay
interest on the unpaid principal amount hereof from the later of _ % 2010, or the
p
most recent interest payment date to which interest has been paid or provided for until such
principal al amount shall have been paid or provided for, at the per annum rate of interest specified
above computed on the basis of a 360-day year of twelve 30-day months, such interest to be
aid semiannually on May 1 and November 1 of each year, commencing .� 2010.
paid
Interest on the Bonds shall accrue from the date of the initial delivery thereof.
Capitalized terms appearing herein that are defined terms in the Ordinances defined
below, have the meanings assigned to them in the Ordinances. Reference is made to the
Ordinances for such definitions and for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in
p p
lawful money f the United States of America upon presentation and surrender of this Bond at
y
the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of The
Bank of New York Mellon Trust Company, N.A. or, with respect to a successor Paying
Agent/Registrar, at the Designated Payment/Transfer office of such successor. Interest on this
Bond is p a Y y able b check dated as of the interest payment date, mailed by the Paying
Agent/Registrar to the registered owner at the address shown on the registration books kept by
g
the Paying g n Agent/Registrar or by such other customary banking arrangements acceptable to the
_20..
US 525381 .4
Paying A gent/Re gistrar, requested by, and at the risk and expense of, the person to whom interest
is to be paid. Upon written request of a registered owner of at least $1,000,000 in principal
amount of Bonds, all payments of the principal of, redemption premium, if any, and interest on
the Bonds shall be paid by wire transfer in immediately available funds to an account designated
by such registered owner. For the purpose of the payment of interest on this Bond, the registered
owner shall be the person in whose name this Bond is registered at the close of business on the
"Record Date," which shall be the 15th day of the month next preceding such interest payment
date; provided, however, that in the event of nonpayment of interest on a scheduled interest
payment date, and for 30 days thereafter, a new record date for such interest payment(a"Special
Record Date") will be established by the Paying Agent/Registrar, if and when funds for the
payment of such interest have been received. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15
days after the Special Record Date) shall be sent at least five business days prior to the Special
Record Date by United States mail, first class postage prepaid, to the address of each Holder of a
Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last
business day preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday,
Sunday, legal holiday, or a day on which banking institutions in the Cities or in the city in which
the Designated Payment/Transfer office is located are authorized by law or executive order to
close, then the date for such payment shall be the next succeeding Business Day, and payment on
such date shall have the same force and effect as if made on the original date payment was due.
This Bond is one of a series of fully registered bonds specified in the title hereof, dated
2011 issued in the aggregate principal amount of $
issued pursuant to the authority of Chapter 22, Texas Transportation Code, as amended,
Chapters 1371 and 1503, Texas Government Code, as amended and the "Controlling
Ordinances," as defined in the Forty-Sixth Supplemental Concurrent Bond ordinance adopted
concurrently by the City Councils of the Cities (the "Forty-Sixth Supplemental ordinance"). The
Controlling ordinances and the Forty-Sixth Supplemental ordinance are herein collectively
referred to as the"ordinances."This Bond is one of the Additional obligations authorized by the
Ordinances and is subject to the terms and provisions thereof. The ordinances and their
respective terms and provisions are incorporated herein for all purposes. As set forth in the
Forty-Sixth Supplemental ordinance any owner hereof is deemed to have irrevocably consented
to the complete replacement and substitution of the Controlling ordinances by the "Master Bond
Ordinance" (as defined in the Forty-Sixth Supplemental ordinance).
The Bonds were issued by the Cities for the purposes of obtaining funds,to refund certain
outstanding obligations previously issued by the Cities, to pay certain costs of the Airport, to
provide for capitalized interest, to provide funding for the Debt Service Reserve Requirements
through either the deposit of Bond proceeds or entering into a surety or such other agreements,
and to pay the Cities' and the Board's costs incurred in connection with the issuance of the
Bonds, including the costs of the Policy or Policies for Insurance, if any, or the surety or debt
service reserve agreement.
The Bonds and the interest thereon are payable from, and are secured by a first lien on
and pledge of the Pledged Revenues and the Pledged Funds.
-21-
US 525381v.4
The lien on and pledge of the Pledged Revenues and Pledged Funds created and granted
in the ordinances in favor of the Bonds is on a parity with the lien and pledge thereof granted by
the Cities in favor of the Holders of outstanding obligations, the Initial Obligations, and any
Additional -obligations or Parity Credit Agreement obligations that may be issued or executed
pursuant to the Controlling ordinances, as defined and permitted therein. The Cities have
reserved the right in the'ordinances to issue Additional obligations and Parity Credit Agreement
Obligations that, after issuance, may be secured by liens on and pledges of the Pledged Revenues
and Pledged Funds on a parity with the lien thereon in favor of the Bonds.
The Cities have also reserved the right in the ordinances to issue Subordinate Lien
Obligations, and Net Revenue Obligations and Credit Agreement obligations in connection
g � g
therewith, provided the lien and pledge securing the same are expressly made junior and
subordinate to the pledge and lien securing the Obligations and Parity Credit Agreement
Obligations.
All covenants requiring the Cities to pay principal and interest or other payments on
Obligations, Subordinate Lien obligations, Net Revenue obligations, and Credit Agreement
Obligations shall be joint, and not several, obligations, and all monetary obligations shall be
payable and collectible solely from the revenues and funds expressly pledged thereto by the
Ordinances or by an Additional Supplemental ordinance, such revenues and funds being owned
in undivided interests by the City of Dallas (to the extent of 7111 the thereof) and by the City of
Fort Worth (to the extent of 4111 the thereof); and, each and every Holder shall by his acceptance
of this Bond consent and agree that no claim, demand, suit, or judgment for the payment of
money shall ever.be asserted, filed, obtained or enforced against either of the Cities apart from
the other City and from sources other than the funds and revenues pledged thereto; and no
liability or judgment shall ever be asserted, entered or collected against either City individually,
except out of such pledged revenues and exceeding in the case of Dallas an amount equal to
7/11 the of the total amount asserted or demanded, and in the case of Fort worth an amount equal
to 4111 the of the total amount asserted or demanded. The Holders hereof.shall never have the
right to demand payment of this obligation out of any funds raised or to be raised by taxation.
The Cities have reserved the right and option to redeem the Bonds maturing in the years
through inclusive, in whole or part, in principal amounts equal to $5,000 or any
integral-multiple thereof, before their respective maturity dates, on November 1,, or on any
date thereafter, at a price equal to the principal amount thereof, plus interest to the date fixed for
redemption, without premium. [The Cities reserve the right, at their option, to redeem the Term
Bond maturing on November 1, in each of the years November 1, , on November 1, or
any date thereafter, at the principal amount thereof, plus accrued interest, if any, to the date fixed
for redemption, without premium.]
The Bonds maturin g November 1, shall be redeemed prior to stated maturity in part
at random on November 1 as indicated, in each of the years set forth below from moneys
required to be deposited to the credit of the Debt Service Fund at the principal amount thereof
and accrued interest to date of redemption, without premium. Such required sinking fund
installments as to each maturity are as follows:
_ZZ_
U5 525381 v.4
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 19
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
* The Paying Agent/Registrar will select at random the specific Bonds (or with respect to
Bonds having a denomination in excess of$5,000, each $5,000 portion thereof) to be redeemed
by mandatory redemption. The principal amount of Bonds required to be redeemed on any
redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof
shall be reduced, at the option of the Board on behalf of the City,by the principal amount of any
Bonds having the same maturity which, at least 45 days prior to the mandatory sinking fund
redemption date (i) shall have been acquired by the Board on behalf of the City at a price not
exceeding the principal amount of such Bonds plus accrued interest to the date of purchase
thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been
redeemed pursuant to the optional redemption provisions hereof and not previously credited to a
mandatory sinking fund redemption.
* Notice of such redemption or redemptions shall be given by first class mail, postage
not less than 30 days before the date fixed for redemption, to the registered owner of
prepaid,
each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or
portions p
rtions thereof designated for redemption shall become due and payable on the redemption date
specified in such notice; from and after such date, notwithstanding that any of the Bonds or
portions thereof so called for redemption shall not have been surrendered for payment, interest
on such Bonds or portions thereof shall cease to accrue.
* To be included only if Underwriting Agreement reserves rights of optional redemption and/or establishes one or more Sinking Funds and
provides for mandatory redemption.The Terms,to the extent necessary,shall conform to the language in the officer's Pricing Certificate.
_23_
U5 525381v.4
As provided in the Ordinances, and subject to certain limitations therein set forth, this
Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer
Office, with such endorsement or other evidence of transfer as is acceptable to the Paying
Agent/Registrar, and� thereu p on, one or more new fully registered Bonds of the same stated
maturity, of authorized denominations, bearing the same rate of interest, and for the same
aggregate principal amount will be issued to the designated transferee or transferees.
Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue,
transfer or exchange any Bond called for redemption where such redemption is scheduled to
occur within 45 calendar days of the transfer or exchange date; provided, however, such
limitation shall not be applicable to an exchange by the registered owner of the uncalled
principal balance of a Bond.
The Cities, the Board, the Paying Agent/Registrar, and any other person may treat the
person in'whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except interest shall be paid to the person in whose name this Bond
is registered on the Record Date or Special Record Date, as applicable) and for all other
purposes, whether or not this Bond be overdue, and neither the Cities, the Board, nor the Paying
Agent/Registrar shall be affected by notice to the contrary.
IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the
series of which it is a part is duly authorized by law; that all acts, conditions and things required
to be done precedent to and in the issuance of the Bonds have been properly done and performed
and have happened in regular and due time, form and manner, as required by law.
(Execution Page Follows)
-24_
US 525381v.4
IN WITNESS WHEREOF the Cit y Council of the City of Dallas, Texas, has caused the
facsimile seal of that City to be placed hereon and this Bond to be signed by the facsimile
signature of its Mayor and countersigned by the facsimile signatures of its City Manager and
Cit y Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsimile
seal of that Cit y to be placed hereon and this Bond to be signed by the facsimile signature of its
Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form
and legality by its City Attorney.
COUNTERSIGNED:
City Manager, Mayor,
City of Dallas, Texas City of Dallas, Texas
City Secretary,
City of Dallas, Texas
COUNTERSIGNED:
City Secretary, Mayor,
City of Fort Worth, Texas City of Fort Worth, Texas
APPROVER AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
-25-
us 525381v.4
(b) [Form of Certificate of Paying Agent/Registrar]
CERTIFICATE of PAYING AGENT/REGISTRAR
This is one of the Bonds referred to in the within mentioned ordinances. The series of
Bonds of which this Bond is a part was originally issued as one Initial Bond which was approved,
by the Attorney General of the State of Texas and registered by the Comptroller of Public
Accounts of the State of Texas.
THE BAND of NEW YORK MELLON TRUST COMPANY, N.A.,
as Paying Agent/Registrar
Dated: By:
Authorized Signatory
-26-
US 525381v.4
(c) [Fom-i of Assignment]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print
or typewrite name, address and zip code of transferee):
(Social Security or other identifying number: } the
within Bond and all rights hereunder and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for registration
hereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed By:
Authorized Signatory NOTICE: The signature on this Assignment
must correspond with the name of the
registered owner as it appears on the face of
the within Bond in every particular and must
be guaranteed in a manner satisfactory to the
Paying Agent/Registrar.
(d) Initial Bond Insertions.
(i) The Initial Bond shall be in the form set forth in paragraph (a) of
this Section, except that:
(A) immediately under the name of the Bond, the headings
"INTEREST RATE" and "MATURITY DATE" shall both be
completed with the words "As Shown Below" and "CUSIP NO.
"deleted;
(B) in the first paragraph:
the words "on the Maturity Date" shall be deleted and the
following will be inserted:
(C) "on in the years, in the principal
installments and bearing interest at the per annum rates set forth in
the following schedule:
-27-
US 525381 v.4
Principal Interest
Years Installments Rates
(D) (Information to be inserted in accordance with
Section 3.2(b)hereof)"; and
(E) the Initial Bond shall be numbered T-1.
(ii) The following Registration Certificate of Comptroller of Public
Accounts shall appear on the Initial Bond in lieu of the Certificate of the Paying
Agent/Registrar:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to
the effect that the Attorney General of the State of Texas has examined and approved this Bond
as required by law, and that he finds that it has been issued in conformity with the constitution
and laws of the State of Texas, and that this Bond has been registered this day by me.
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
[SEAL] Comptroller of Public Accounts
of the State of Texas
-28-
US 525381v.4
Section 6.3 CUSIP Re *stration. The Cities may secure identification numbers
through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New
York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no
significance or effect as regards the legality thereof and neither the Cities, the Board, nor the
attorneys approving said Bonds as to legality are- to be held responsible for CUSIP numbers
incorrectly printed on the Bonds.
Section 6.4 Leizal Opinion. The approving legal opinions of McCall, Parkhurst &
Horton L.L.P. Vinson & Elkins L.L.P., and Newby Davis PLLC, Co-Bond Counsel, shall be
delivered to the Paying Agent/Registrar and the delivery thereof shall be acknowledged by the
Paying Agent/Registrar on behalf of the Holders of the Bonds.
ARTICLE VII
EXECUTION,APPROVAL, REGISTRATION, SALE AND DELIVERY
OF BONDS AND RELATED DOCUMENTS
Section 7.1 Method of Execution Delivga of Initial Bond. (a) Each of the Bonds
shall be signed and executed on behalf of the City of Dallas by the manual or facsimile signature
of its Mayor and countersigned by the manual or facsimile signatures of its City Manager and
City Secretary, and the corporate seal of that City shall be impressed, printed, lithographed or
otherwise reproduced or placed on each bond. Each of the Bonds shall be signed and executed
on behalf of the City of Fort worth by the manual or facsimile signature of its Mayor and
countersigned by the manual or facsimile signature of its City Secretary; the same shall be
approved as to form and legality by the manual or facsimile signature of the City Attorney of the
City, and its corporate seal shall be impressed, printed, lithographed or otherwise reproduced or
placed upon each bond. All manual or facsimile signatures placed upon the Bonds shall have the
same effect as if manually placed thereon, all to be done in accordance with Applicable Law.
(b) In the event the Mayor, City Secretary, City Manager or City Attorney of
either of the Cities is absent or otherwise unable to execute any document or take any action
authorized herein, the Mayor Pro Tem, the Assistant City Secretary, an Assistant City Manager
or an Assistant City Attorney, respectively, shall be authorized to execute such documents and
take such actions, and the performance of such duties by the Mayor Pro Tem and the Assistant
City Secretary, and an Assistant City Manager and an Assistant City Attorney shall, for the
purposes of this Ordinance, have the same force and effect as if such duties were performed by
the ,Ma or City Secretary, City Manager and City Attorney, respectively. If any official from
y y
either City whose manual or facsimile signature shall appear on the Bonds, shall cease to be such
official before the Authentication of the Bonds or before delivery of the Bonds, such manual or
facsimile signature shall nevertheless be valid and sufficient for all purpose as if such official
had remained in such office.
(c) On the Closing Date, one "Initial Bond," representing the entire principal
amount of the Bonds, payable in stated installments to the Purchaser or its designee, executed by
manual or facsimile signatures of the Mayors and the City Manager of the City of Dallas and
countersigned by the City Secretaries of the Cities and approved as to form and legality by the
-29-
US 525381v.4
City Attorney of the City of Fort Worth, approved by the Attorney General of Texas, and
registered and manually signed by the Comptroller of Public Accounts of the State, will be
delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Paying
Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser
registered definitive Bonds as described in Section 3.7.
(d) Except as provided below, no Bond shall be valid or obligatory for any
purpose or be entitled to any security or benefit of this ordinance unless and until there appears
thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this
Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not
be required that the same authorized representative of the Paying Agent/Registrar sign the
Certificate of Paying Agent/ Registrar on all of the Bonds. In lieu of the executed Certificate of
Paying Agent/Registrar described above, the Initial Bond shall have attached thereto the
Comptroller's Registration Certificate substantially in the form provided in this ordinance,
manually executed by the Comptroller of Public Accounts of the State or by his duly authorized
agent, which certificate shall be evidence that the Initial Bond has been duly approved by the
Attorney General of the State and that it is a valid and binding obligation of the Cities, and has
been registered by the Comptroller.
Section 7.2 Approval and Registration. The Board is hereby authorized to have
control and custody of the Bonds and all necessary records and proceedings pertaining thereto
pending their delivery, and the Chairman, and the officers and employees of the Board and of the
Cities are hereby authorized and instructed to make such certifications and to execute such
instruments as may be necessary to accomplish the delivery of the Bonds or the Initial Bond to
the Attorney General of the State of Texas and to assure the investigation, examination and
approval thereof by the Attorney General and their registration by the Comptroller of Public
Accounts. Upon registration of the Bonds, the Comptroller of Public Accounts (or a deputy
designated in writing to act for him) shall manually sign the Comptroller's Registration
Certificate accompanying the Bonds and the seal of the Comptroller shall be impressed, or
placed in facsimile, on such certificate. The Chairman of the Board and the Chief Executive
Officer of the Airport shall be further authorized to mare such agreements and arrangements
with the purchasers of Bonds and with the Paying Agent/Registrar as may be necessary to assure
that such Bonds will be delivered to such purchasers in accordance with the terms of sale.
Section 7.3 TEFRA Approval. An Authorized officer is hereby appointed to be the
designated Hearin Officer for public hearing, if applicable, relating to the Bonds to be held for
� g p
purposes of satisfying Section 147 of the Code and the Mayors are hereby authorized to approve
the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the
requirements of Section 147 of the Code.
Section 7.4 A royal of Credit Ageements. The Board is authorized to enter into
Credit Agreements relating to the Bonds from time to time while the Bonds are outstanding in
accordance with Applicable Law.
Section 7.5 official Statement. The -preparation, execution and delivery of a
preliminary official statement and a final official statement for the Bonds and any supplements
thereto which may be necessary to accomplish the issuance of Bonds are hereby authorized, in
_30_
U5 525381v.4
such form and with such changes therein as shall be approved by an Authorized officer or the
Board, with an Authorized Officer's execution of the Officers Pricing Certificate for the Bonds
to constitute conclusive evidence of such approval.
Section 7.6 Attorney General Modif cation. In order to obtain the approval of the
_Bonds by the Attorney General of the State of Texas, any provision of this ordinance may be
modified, altered or amended after the date of its adoption if required by the Attorney General in
connection with the Attorney General's examination as to the legality of the Bonds and approval
thereof in accordance with the applicable law. Such changes, if any, shall be provided to the
Cit y y S ecretar of each City and such City Secretary shall insert such changes into this ordinance
as if approved on the date hereof.
Section 7.7 Further Action. The Authorized Officers and each of them are authorized,
empowered and directed to execute such other documents in addition to those enumerated herein
and to take such other actions as they deem necessary or advisable in order to carry out and
perform the purposes of this Ordinance.
Section 7.8 Refunding and Redemption of Refunded Obli ations. (a) The Cities
hereby direct that the Refunded obligations, or portions thereof specified in the Officer's Pricing
Certificate, be called for redemption on the date or dates set forth in the officer's Pricing
Certificate (the "Redemption Date") and that the paying agent for the Refunded Obligations (the
"Escrow Agent") deposit an amount sufficient, with investment earnings thereon, if any, to pay
the amount due on the Refunded Obligations on the Redemption Date (the `Redemption Date"},
all in accordance with the form of notice of redemption prepared by the Escrow Agent and
attached to the Escrow Agreement. The Refunded obligations shall not bear interest after the
Redemption Date.
(b) The Board is hereby authorized to enter into'an escrow agreement with the
Escrow Agent. The Escrow Agent is authorized to take such steps as may be necessary or
appropriate to purchase securities on behalf of the Board and to create and fund the Escrow Fund
pursuant to the Escrow Agreement through the use of the proceeds of the Bonds and other
lawfully available monies, and to use such monies to redeem the Refunded obligations on the
Redemption Date.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1 Deposit and Uses of Bond Proceeds. The proceeds received from the sale
of the Bonds, together with other available funds, if any, shall be applied as follows: (i) an
amount shall be deposited to the Debt Service Reserve Fund or shall be used to purchase a Credit
Agreement, which together with the amount on deposit therein, is equal to the Debt Service
Reserve Requirement; (ii) an amount shall be deposited to the Capitalized Interest Account of the
Construction Fund to pay capitalized interest on the Bonds; (iii) an amount shall be deposited to
the Construction Fund for payment of Costs of the Airport; (iv) an amount shall be deposited to
the Construction Fund for payment of the Costs of the Airport; and (v) an amount equal to the
-31-
US 525381 v.4
Cities' and the Board's costs of issuance of the Bonds will be deposited into the Construction
Fund.
Section 8.2 Pa ent of the Bonds. while any of the Bonds are outstanding and
unpaid, the Board shall make available to the Paying Agent/Registrar, out of the Debt Service
Fund or the Debt Service Reserve Fund, the amounts and at the times required by this ordinance
and the Controlling Ordinances, money sufficient to pay when due all amounts required to be
paid by this ordinance, the Controlling ordinances, the outstanding ordinances, and the
Additional Supplemental ordinances, if any, that authorize the issuance of the Initial obligations
or Additional Obligations.
Section 8.3 Representations and Covenants. (a) The Cities and the Board will
faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions
contained in the Controlling ordinances and this ordinance; the Cities will promptly pay or
cause to be paid from Pledged Revenues the principal of, interest on, and premium, if any, with
respect to, each Bond on the dates and at the places and manner prescribed in each Bond; and the
Cities will, at the times and in the manner prescribed by this ordinance, deposit or cause to be
deposited the amounts of money specified by the Controlling ordinances and this ordinance.
(b) The Cities are duly authorized by Applicable Law to issue the Bonds; all
action on their part for the issuance of the Bonds has been duly and effectively taken; and the
Bonds in the hands of the Holders are and will be valid and enforceable special obligations of the
Cities and the Board in accordance with their terms.
(c) The Board, the officers, employees and agents are hereby directed to
observe, comply with and carry out the terms and provisions of this Ordinance.
Section 8.4 Covenants Regarding-Tax-Exemption. The Cities and the Board covenant
to take any action necessary to assure, or refrain from any action which would adversely affect,
the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code
of 1980, as amended (the "Code"), the interest on which is not includable in the "gross income"
of the holder for purposes of federal income taxation. In furtherance thereof, the Cities and the
Board covenant as follows:
(a) to take such action or refrain from such action which would result in the
Bonds not being "exempt facility bonds" as the term is defined in section 142 of the Code; in
particular, which would result in less than 95 percent of the Net Proceeds being used to provide
an "airport" within the meaning of section 142(a)(1) of the Code ("Net Proceeds" meaning the
sales proceeds of the Bonds less any sales proceeds invested in a reasonably required reserve and
replacement fund);
(b) that at least 95 percent of the net proceeds of the Bonds will be expended
for costs of property (the "Financed Property's) that (A) either (1) were paid or incurred after the
issue date of the Bonds, or (2) paid prior to the issue date of the Bonds but meet the
requirements of section 1.150-2 of the Treasury Regulations; (B) are properly chargeable for -
federal income tax purposes to the capital account of the Financed Property, or would be so
chargeable either with a proper election or but for a proper election to deduct such amounts; and
-32-
US 525381v.4
(C) were incurred to provide "airport facilities," which may include both an "airport" within the
meaning of section 142 of the Code and property that is functionally related and subordinate
thereto within the meaning of section 1.103-8(a)(3) of the Treasury Regulations or directly
related and essential thereto within the meaning of Section 1.103-8(e)(2)(ii) of the Treasury
Regulations (for purposes of this covenant a storage or training facility shall bean "airport
facility" only if such facility is directly related to the airport, and an "office" shall be considered
an "airport facility" only if such office is located on the premises of an airport and all but a de
minimis amount of the functions to be performed at such office are directly related to the day-to-
day operations at such airport).
(c) that less than 25 percent of the net proceeds of the Bonds will be used,
directly or indirectly, for the acquisition of land or an interest therein and no portion of the net
proceeds of the Bonds will be used, directly or indirectly, for the acquisition of land or an
interest therein to be used for farming purposes (for purposes of this covenant, land acquired for
noise abatement purposes or for future use as an airport shall not be taken into account, if there is
no other significant use of such land).
(d) that no portion of the net proceeds of the Bonds will be used for the
acquisition of any existing property or an interest therein unless (A) the first use of such property
is pursuant to such acquisition or (B) the rehabilitation expenditures with respect to any building
and the equipment therefor equal or exceed 15 percent of the cost of acquiring such building
financed with the net proceeds of the Bonds (with respect to structures other than buildings, this
covenant shall be applied by substituting 100 percent for 15 percent and the term "rehabilitation
expenditures"shall have the meaning set forth in section 147(d)(3) of the Code).
(e) to take such action to assure at all times while the Bonds remain
outstanding, the Financed Property, will be owned by a governmental unit;
(f) that no part of the Financed Property, will constitute (i) any lodging
facility, (ii) any retail facility (including food or beverage facilities) in excess of a size necessary
to serve passengers and employees at the exempt facility, (iii) any retail facility (other than
parking) for passengers or the general public located outside the exempt facility terminal, (iv)
any office building for individuals who are not employees of a governmental unit or of the
operating authority for the exempt facility, (v) any industrial park or manufacturing facility, (vi)
any airplane, (vii) any skybox or other private luxury box, (viii) any health club facility, (ix) any
facility primarily used for gambling, or(x) any store the principal business of which is the sale of
alcoholic beverages for consumption off premises.
(g) that the maturity of the Bonds does not exceed 120 percent of the
economic life of the Financed Property, as more specifically set forth in section 147(b) of the
Code;
(h) that the costs of issuance to be financed with the proceeds of the Bonds do
not exceed two (2)percent of the proceeds from the sale of the Bonds;
(i) to refrain from taking any action that would result in the Bonds being
"federally guaranteed"within the meaning of section 149(b) of the Code;
-33-
US 525381v.4
() to refrain from using any portion of the proceeds of the Bonds, directly or
indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire
investment property (as defined in section 148(b)(2) of the Code) which produces a materially
higher yield over the term of the Bonds, other than investment property acquired with--
(i) - proceeds of the Bonds invested for a reasonable temporary period,
within the meaning of Section 148 of the Code, of 90 days or less until such
proceeds are needed for the purpose for which the bonds are issued,
(ii) proceeds or amounts invested in a bona fide debt service fund,
within the meaning of section 1.148-1(b)of the Treasury Regulations, and
(iii) amounts deposited in any reasonably required reserve or
replacement fund to the extent such amounts do not exceed 10 percent of the
stated principal amount (or, in the case of a discount, the issue price) of the
Bonds;
(k) to otherwise restrict the use of the proceeds of the Bonds or amounts
treated as proceeds of the Bonds, as may be necessary, to satisfy the requirements of section 148
of the Code (relating to arbitrage);
(1) to create and maintain a Rebate Fund, as required below, to pay to the
United States of America at least once during each five-year period (beginning on the date of
delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings,"
within the meaning of section 148(f) of the Code and to pay to the United States of America, not
later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required
to be paid as a result of Excess Earnings under section 148(f) of the Code; and
(m.) to maintain such records as will enable the Cities and the Board to fulfill
their responsibilities under this section and section 148 of the Code and to retain such records for
at least six years following the final payment of principal and interest on the Bonds.
In order to facilitate the requirements of subsection (k) of this Section, the Rebate Fund
shall be established and maintained by the Board, on behalf of itself and the Cities, for the sole
benefit of the United States of America, and such fund shall not be subject to the claim of any
other Person, including Holders and Credit Providers. Amounts on deposit in the Rebate Fund in
accordance with section 148 of the Code shall be paid periodically to the United States of
America in such amounts and at such times as are required by said section.
The Cities and the Board understand that the term "proceeds" includes "disposition
proceeds," as defined in the Treasury Regulations. It is the understanding of the Cities and the
Board that the covenants contained in this Ordinance are intended to assure compliance with the
Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated'which
modify, or expand provisions of the Code, as applicable to the Bonds, the Cities and the Board
will not be required to comply with any covenant contained herein to the extent that such failure
to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the
exemption from federal income taxation of interest on the Bonds under section 103 of the Code.
-34-
US 525381 v.4
In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Bonds, the Cities and the Board agree to comply with
the additional requirements to the extent necessary, in the opinion of nationally-recognized bond
counsel, to preserve the exemption from federal income taxation of interest on the Bonds under
section 103 of the Code.
Section 8.5 Disposition of Project. The Cities and the Board covenant that the
property constituting the projects financed or refinanced with the proceeds of the Bonds will not
be sold or otherwise disposed in a transaction resulting in the receipt by the Cities or the Board
of cash or other compensation, unless the Cities and the Board obtain an opinion of nationally-
recognized bond counsel that such sale or other disposition will not adversely affect the tax-
exempt status of the Bonds. For purposes of the foregoing, the portion of the property
comprising personal property and disposed in the ordinary course shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Cities
and the Board shall not be obligated to comply with this covenant if they obtain an opinion that
such failure to comply will not adversely affect the excludability for federal income tax purposes
from gross income of the interest on the Bonds.
Section 8.6 Bond Insurance. The Bonds may be offered with one or more
commitments for bond insurance provided by the Insurer or Insurers, with the bond insurance to
be evidenced by one or more of the then current legal forms of the Policy or Policies. The Cities
may sell one or more maturities of the Bonds based on such insurance but are not required to
obtain bond insurance from another source if the Insurer does not honor or is unable to honor its
obligations to deliver the Policy or Policies on the Closing Date. In the event such insurance is
not issued as to one or more maturities on the Closing Date, this Section shall be of no force and
effect. In accordance with the terms and conditions imposed by the Insurer or Insurers, and
sub j ect to the preceding sentence, the Cities covenant and agree that:
(a) Upon the occurrence of an Event of Default which would require any
Insurer to make payments under a Policy, each obligated Insurer and its designated agent shall
be provided with access to the registration books relating to the Bonds. In addition, each
obligated Insurer shall be deemed the sole Holder of the Bonds that it has insured with respect to
any action taken pursuant to Article VII of the Thirtieth Ordinance. In determining whether a
payment default relating to the Bonds has occurred pursuant to Section 7.1(i) and (ii) of the
Thirtieth Ordinance, no effect shall be given to payments made under any Policy. Furthermore,
notice of any payment default with respect to the Bonds shall be given immediately by the Board
to each Insurer.
(b) Notwithstanding any other provision of this Ordinance, no resignation or
removal of the Paying Agent/Registrar shall become effective until a successor has been
appointed and has accepted the duties of the Paying Agent/Registrar. Each Insurer shall be
furnished with written notice of the resignation or removal of the Paying Agent/Registrar and the
appointment of any successor thereto.
(c) The following information and data shall be provided to each Insurer by
the Board periodically as follows:
-35-
US 525381 v.4
(1) Annually, when available, the Airport budget as approved by the
Cities and the annual audited financial statements.
(ii) An official statement or offering document, if any, prepared in
connection with the issuance of any Obligations.
(iii) Notice of any draw upon the Debt Service Reserve Fund.
(iv) Simultaneously with the delivery of the annual audited financial
statements such other statistical data concerning passenger statistics, landing
weights and aircraft operations as are compiled and made generally available by
the Airport.
ARTICLE IX
REPEAL, SEVERABILITY,AND EFFECTIVE DATE
Section 9.1 Ordinance Irrepealab_le. After any of the Bonds shall be issued, this
Ordinance shall constitute a contract between the Cities, the Holders, and each Insurer, and this
Ordinance shall be and remain irrepeal able until the Bonds and the interest thereon shall be fully
paid, canceled, refunded or discharged or provision for the payment thereof shall be made.
Section 9.2 Severability. If any Section, paragraph, clause or provision of this
Ordinance shall for an y reason be held to be invalid or unenforceable, the invalidity or lack of
enforceability of such Section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Ordinance. If any Section, paragraph, clause or provision of the
Contract and Agreement shall for any reason be held to be invalid or unenforceable, the
invalidity or lack of enforceability of such Section, paragraph, clause or provision shall not affect
any of the remaining provisions of the Contract and Agreement, or of any other provisions of this
Ordinance not dependent directly for effectiveness upon the provision of the Contract and
Agreement thus declared to be invalid and unenforceable.
Section 9.3 Effective Date. This Ordinance, when duly passed by both Cities, shall be
in full force and effect.
(Execution Pages Follow)
-36-
US S2S381 v.4
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS SEPTEMBER
22,2010.
CITY of DALLAS: APPROVED AS TO FORM:
MARY K. SUHM, THOMAS P. PERKINS, JR.,
City Manager City Attorney
By: By: -
.. '4- .Z--�/ 6"Assistant City Manager Assistant City ttorney
-37-
US 525381v.4
PASSED BY THE FORT WORTH CITY COUNCIL THIS SEPTEMBER 21,2010
a or, i y of ort orth, Texas
ATTEST:
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY:
City Atto y,
City of Fort Worth,Texas
_3$_
US 524435 .5
THE STATE OF TEXAS §
COUNTY OF DALLAS §
CITY OF DALLAS §
I, Deborah Watkins, City Secretary of the City of Dallas, Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of an excerpt from the
minutes of the City Council of the City of Dallas, had in regular meeting, September 22, 2010,
confirming the passage of Dallas/Fort Worth International Airport Forty-Sixth Supplemental
Concurrent Bond Ordinance authorizing the issuance of Dallas/Fort Worth International Airport
Joint Revenue Improvement and Refunding Bonds, Series 2011 B which ordinance is duly of
record in the minutes of said City Council.
2. That said meeting was open to the public, and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 5 51, Texas Government Code, as
amended.
WITNESS HAND and seal of the City of Dallas, Texas, this day of
gel
City Secretary,
City of Dallas, Texas
(SEAL)
-39-
US 525381v.4
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF FORT WORTH §
I, Marty Hendrix, City Secretary of the City of Fort Worth,Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of an ordinance, duly
presented and passed by the City Council of the City of Fort 'Worth, Texas, at a regular meeting-
held on September 21, 2010, as same appears of record in the office of the City.Secretary.
2. That said meeting was open to the public, and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as
amended.
he Official Seal of the City of Fort Worth Texas this a
WITNESS MY HAND and t O y y
of L. 2011.
City Secretary,
City of Fort Worth, Texas
(SEAL)
40
US 524438v.5