HomeMy WebLinkAbout26692-01-2024 67th SBO - City Council - OrdinanceMINUTES AND CERTIFICATION FOR
DALLAS FORT WORTH INTERNATIONAL AIRPORT
SIXTY-SEVENTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
THE STATE OF TEXAS §
COUNTY OF DALLAS §
CITY OF DALLAS §
I, the undersigned officer of the City of Dallas, hereby certify as follows:
1. That said City Council convened in REGULAR MEETING ON THE 14TH DAY
OF FEBRUARY 2024, and the roll was called of the duly constituted officers and members of
said City Council, to-wit:
Eric L Johnson Mayor
Carolyn King Arnold Deputy Mayor Pro Tem
Tennell Atkins Mayor Pro Tem
Chad West Councilmember
Jesse Moreno Councilmember
Zarin D. Gracey Councilmember
Jaime Resendez Councilmember
Omar Narvaez Councilmember
Adam Bazaldua Councilmember
Paula Blackmon Councilmember
Kathy Stuart Councilmember
Jaynie Schultz Councilmember
Cara Mendelsohn Councilmember
Gay Donnell Willis Councilmember
Paul E. Ridley Councilmember
T.C. Broadnax City Manager
Tammy Palomino City Attorney
Mark Swann City Auditor
Bilierae Johnson City Secretary
Jack Wade Ireland, Jr. Chief Financial Officer
and all of said persons were present, except for NONE, thus constituting a quorum.
Whereupon, among other business, the following was transacted at said Meeting: a written
SIXTY-SEVENTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
ESTABLISHING A COMMERCIAL PAPER PROGRAM UNDER WHICH WILL
BE ISSUED FROM TIME TO TIME SUBORDINATE LIEN OBLIGATIONS IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $600,000,000 AT ANY
ONE TIME OUTSTANDING; AUTHORIZING SUCH SUBORDINATE LIEN
OBLIGATIONS TO BE ISSUED, SOLD, AND DELIVERED AS NOTES IN ONE OR
MORE SERIES, AND PRESCRIBING THE TERMS, FEATURES, AND
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January 31, 2024
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DALLAS FORT WORTH INTERNATIONAL AIRPORT
SIXTY-SEVENTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth
DALLAS FORT WORTH INTERNATIONAL AIRPORT
SUBORDINATE LIEN JOINT REVENUE
COMMERCIAL PAPER NOTES, TAX-EXEMPT SERIES II (NON-AMT)
Passed by the City Council of the City of Dallas February 14, 2024
Passed by the City Council of the City of Fort Worth January 23, 2024
Effective February 14, 2024
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TABLE OF CONTENTS
PREAMBLES ..................................................................................................................................................... 1
ARTICLE I THE SIXTY-SEVENTH SUPPLEMENT, THE NOTES AND DEFINITIONS ........................... 2
Section 1.1 Definitions. .............................................................................................................................. 2
Section 1.2 Declarations and Additional Rights and Limitations Under Master Bond Ordinance and Fifty-
Fifth Supplement. .................................................................................................................... 2
ARTICLE II AUTHORIZATION OF NOTES ................................................................................................... 3
Section 2.1 General Authorization.. ............................................................................................................ 3
Section 2.2 Notes. ....................................................................................................................................... 3
Section 2.3 Form of Commercial Paper Notes. ............................................................................................ 5
Section 2.4 Form of Notes. ......................................................................................................................... 6
Section 2.5 Issuing and Paying Agent and Book-Entry Only System. ....................................................... 6
Section 2.6 Negotiability, Registration, and Exchangeability. ................................................................... 8
Section 2.7 Commercial Paper Notes Mutilated, Lost, Destroyed, or Stolen. ............................................ 9
Section 2.8 CP Credit Agreement. .............................................................................................................. 9
Section 2.9 Promissory Notes.. ................................................................................................................... 9
Section 2.10 Note Payment Fund. ............................................................................................................... 10
Section 2.11 Issuance of Subordinate Lien Obligations; Security and Pledge. .......................................... 10
Section 2.12 Cancellation. .......................................................................................................................... 10
Section 2.13 Fiscal and Other Agents. ........................................................................................................ 10
ARTICLE III ISSUANCE AND SALE OF NOTES ........................................................................................ 11
Section 3.1 Issuance and Sale of Notes. ................................................................................................... 11
Section 3.2 Proceeds of Sale of Commercial Paper Notes. ...................................................................... 13
Section 3.3 Issuing and Paying Agent Agreement. .................................................................................. 13
Section 3.4 Dealer Agreement. ................................................................................................................. 13
ARTICLE IV GENERAL COVENANTS ........................................................................................................ 14
Section 4.1 Limitation on Issuance. .......................................................................................................... 14
Section 4.2 Available Funds. .................................................................................................................... 14
ARTICLE V FEDERAL INCOME TAXATION COVENANTS .................................................................... 14
Section 5.1 General Tax Covenant Regarding Tax-Exemption.. .............................................................. 14
Section 5.2 Use of Proceeds of Commercial Paper Notes. ....................................................................... 15
Section 5.3 No Federal Guarantee. ........................................................................................................... 15
Section 5.4 No Arbitrage. ......................................................................................................................... 15
Section 5.5 Record Retention.. ................................................................................................................. 16
Section 5.6 Disposition of Project. ........................................................................................................... 16
Section 5.7 Opinion of Bond Counsel. ..................................................................................................... 16
ARTICLE VI MISCELLANEOUS ................................................................................................................... 17
Section 6.1 Sixty-Seventh Supplement to Constitute a Contract; Equal Security.. .................................. 17
Section 6.2 Individuals Not Liable. .......................................................................................................... 17
Section 6.3 Additional Actions. ................................................................................................................ 17
Section 6.4 Severability of Invalid Provisions.. ........................................................................................ 17
Section 6.5 Payment and Performance on Business Days.. ....................................................................... 18
Section 6.6 Limitation of Benefits With Respect to the Sixty-Seventh Supplement. ................................. 18
Section 6.7 Approval of Attorney General. ............................................................................................... 18
Section 6.8 Approval of Offering Memorandum. ..................................................................................... 18
Section 6.9 Ongoing Continuing Disclosure Covenant. ........................................................................... 18
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Section 6.10 Consent to Provide Information and Documentation to the Texas MAC. ................................ 18
Section 6.11 Attorney General Modification.. ............................................................................................ 19
Section 6.12 Public Meeting. ...................................................................................................................... 19
Section 6.13 Effective Date. ....................................................................................................................... 19
SIGNATURES ................................................................................................................................................ S-1
EXHIBIT A Definitions
EXHIBIT B Form of Note
EXHIBIT C Form of Master Note
EXHIBIT D Form of Extension Request
EXHIBIT E Issuing and Paying Agent Agreement
EXHIBIT F Dealer Agreement
CITY OF DALLAS ORDINANCE 24-0271
CITY OF FORT WORTH ORDINANCE 26692-01-2024
SIXTY-SEVENTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
ESTABLISHING A COMMERCIAL PAPER PROGRAM UNDER WHICH WILL BE
ISSUED FROM TIME TO TIME SUBORDINATE LIEN OBLIGATIONS IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $600,000,000 AT ANY ONE
TIME OUTSTANDING; AUTHORIZING SUCH SUBORDINATE LIEN OBLIGATIONS
TO BE ISSUED, SOLD, AND DELIVERED AS NOTES IN ONE OR MORE SERIES,
AND PRESCRIBING THE TERMS, FEATURES, AND CHARACTERISTICS OF SUCH
INSTRUMENTS; APPROVING AND AUTHORIZING AUTHORIZED OFFICERS TO
ACT ON BEHALF OF THE CITIES IN THE SALE AND DELIVERY OF SUCH
SUBORDINATE LIEN OBLIGATIONS, WITHIN THE LIMITATIONS AND
PROCEDURES SPECIFIED HEREIN AND IN ACCORDANCE WITH APPLICABLE
LAW; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE
ISSUANCE, SALE, SECURITY, AND DELIVERY OF SUCH COMMERCIAL PAPER;
ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND
PURPOSE OF THIS SIXTY-SEVENTH SUPPLEMENT; AND PROVIDING FOR AN
EFFECTIVE DATE
WHEREAS, terms set forth in these recitals shall have the meanings set forth in Section 1.1 herein;
and
WHEREAS, the Cities jointly own the Dallas Fort Worth International Airport (the “Airport”), which is
operated for and on behalf of the Cities by a Joint Airport Board (the “Board”) pursuant to the terms,
provisions, and requirements of a certain “Contract and Agreement” between the Cities and pursuant to the
terms herein; and
WHEREAS, in order to finance the future improvements from time to time in the manner that
provides capital funds at the lowest possible cost to the users of the Airport and to the traveling public, the
Cities adopted the Master Bond Ordinance, effective September 22, 2010 (the “Master Bond Ordinance”); and
WHEREAS, the Master Bond Ordinance authorizes the issuance of, among other forms of debt,
Obligations, Parity Credit Agreement Obligations and Subordinate Lien Obligations; and
WHEREAS, in order to finance the future improvements from time to time in the manner that
provides capital funds at the lowest possible cost to the users of the Airport and to the traveling public, the
Cities and the Board set forth the terms for issuing Subordinate Lien Obligations in the Fifty-Fifth
Supplemental Concurrent Bond Ordinance, effective September 10, 2019 (the “Fifty-Fifth Supplement”); and
WHEREAS, pursuant to the authority granted by the Master Bond Ordinance and the Fifty-Fifth
Supplement, the Cities previously adopted the Fifty-Sixth Supplemental Concurrent Bond Ordinance,
effective September 10, 2019 (the “Fifty-Sixth Supplement”), establishing a commercial paper program for
the issuance of Dallas Fort Worth International Airport Subordinate Lien Joint Revenue Commercial Paper
Notes, Series I (Taxable) (the “Series I Notes”), which constitute Subordinate Lien Obligations; and
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WHEREAS, pursuant to the authority granted by the Master Bond Ordinance and the Fifty-Fifth
Supplement, the Cities now desire to establish an additional commercial paper program for the issuance of
Dallas Fort Worth International Airport Subordinate Lien Joint Revenue Commercial Paper Notes, Tax-
Exempt Series II (Non-AMT) (the “Commercial Paper Notes”), which will constitute Subordinate Lien
Obligations; and
WHEREAS, the respective City Councils for the Cities have determined and found that there is a
public need and necessity that this Sixty-Seventh Supplemental Concurrent Bond Ordinance (the “Sixty-
Seventh Supplement”) be passed concurrently, and that this Sixty-Seventh Supplement shall be effective
immediately upon its passage by each of the Cities and receipt of the requisite consents;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
DALLAS:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH:
ARTICLE I
THE SIXTY-SEVENTH SUPPLEMENT, THE NOTES AND DEFINITIONS
Section 1.1 Definitions. In addition to the definitions set forth in the preamble of this Sixty-
Seventh Supplement, the terms used in this Sixty-Seventh Supplement and not otherwise defined shall have the
meanings given in the Master Bond Ordinance, the Fifty-Fifth Supplement or in Exhibit A to this Sixty-Seventh
Supplement attached hereto and made a part hereof. This Sixty-Seventh Supplement may be hereafter cited in
other documents and without further description as the “Sixty-Seventh Supplement” or “Supplement”.
Section 1.2 Declarations and Additional Rights and Limitations Under Master Bond Ordinance and
Fifty-Fifth Supplement. For all purposes of the Master Bond Ordinance and the Fifty-Fifth Supplement, the
Cities and the Board declare and provide as follows:
(a) The Commercial Paper Notes are Subordinate Lien Obligations authorized by Section 3.5
of the Master Bond Ordinance and Article III of the Fifty-Fifth Supplement. The
Commercial Paper Notes are Subordinate Lien Interim Obligations under the Fifty-Fifth
Supplement.
(b) Prior to the issuance of the Commercial Paper Notes, the Cities will meet the conditions
precedent to the issuance of Additional Subordinate Lien Obligations set forth in Section
3.3 of the Fifty-Fifth Supplement.
(c) Administrative Expenses relating to the Commercial Paper Notes shall include (1) the fees
and reasonable expenses owed to the Issuing and Paying Agent, (2) the amount payable to
the Issuing and Paying Agent as reimbursement of its reasonable expenses, if any, and (3)
the fees and reasonable expenses payable to the Dealer under the Dealer Agreement.
(d) The Issuing and Paying Agent is a Paying Agent and Registrar required by the Master Bond
Ordinance and the Fifty-Fifth Supplement with respect to the Commercial Paper Notes.
(e) Each Noteholder is a Subordinate Lien Holder under the Fifty-Fifth Supplement.
(f) This Sixty-Seventh Supplement is an Additional Supplemental Ordinance.
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(g) Each of the Authorized Officers is designated and appointed as an “officer” of the Cities
for the purposes of administering this Sixty-Seventh Supplement, the Dealer Agreement,
and the Issuing and Paying Agent Agreement in accordance with Chapter 1371, Government
Code, as amended.
(h) The Commercial Paper Notes and the Administrative Expenses described in Section 1.2(c)
are secured solely by the subordinate lien on and pledge of Pledged Revenues and Pledged
Funds as Subordinate Lien Obligations, but, the Cities may, but are not required to, pay the
same from any other legally available funds held by the Airport, including, without
limitation, the proceeds of Subordinate Lien Obligations.
(i) In the event of the occurrence of an Event of Default, the right of acceleration of the Stated
Maturity Dates and the Maximum Maturity Date of the Commercial Paper Notes is not
granted as a remedy, and the right of acceleration is expressly denied.
(j) Acting under the power granted herein, the Board is covenanting as stated herein.
ARTICLE II
AUTHORIZATION OF NOTES
Section 2.1 General Authorization. Pursuant to authority conferred by and in accordance with the
provisions of the Constitution and laws of the State of Texas, particularly the Acts, the Commercial Paper Notes
shall be and are hereby authorized to be issued in an aggregate principal amount not to exceed Six Hundred
Million Dollars ($600,000,000) at any one time Outstanding for the purpose of financing Eligible Projects and
to refinance, renew, or refund Notes, Subordinate Lien Obligations, and Obligations, including interest thereon,
all in accordance with and subject to the terms, conditions, and limitations contained herein; provided that the
maximum aggregate principal amount of Commercial Paper Notes that may be issued under this Sixty-Seventh
Supplement shall be reduced by the aggregate principal amount of all then Outstanding Promissory Notes. For
purposes of this Section 2.1, any portion of Outstanding Notes to be paid from money on deposit with the
Issuing and Paying Agent and from the available proceeds of Subordinate Lien Obligations or Obligations
issued on the day of calculation shall not be considered Outstanding. The authority to issue Commercial Paper
Notes from time to time under the provisions of this Sixty-Seventh Supplement shall exist until the Maximum
Maturity Date, regardless of whether at any time prior to the Maximum Maturity Date there are any Commercial
Paper Notes Outstanding.
The Notes, Subordinate Lien Obligations, and Obligations to be so refinanced or refunded shall be
selected by an Authorized Officer. Further, any such refinancing or refunding, other than a simultaneous
refunding, of Notes, Subordinate Lien Obligations, and Obligations, to the extent then required by applicable
law, shall be by means of a gross defeasance established at the time of the issuance of the refunding
Commercial Paper Notes.
Section 2.2 Notes. (a) Notes. Under and pursuant to the authority granted hereby and subject to
the limitations contained herein, “Dallas Fort Worth International Airport Subordinate Lien Joint Revenue
Commercial Paper Notes, Tax-Exempt Series II (Non-AMT)” are hereby authorized to be issued, sold and
delivered from time to time in such principal amounts as determined by an Authorized Officer in denominations
of $100,000 or in integral multiples of $1,000 in excess thereof, numbered in ascending consecutive numerical
order in the order of their issuance, and shall mature and become due and payable on such dates as an Authorized
Officer shall determine at the time of sale; provided that (i) the Original Maturity Date for each Note shall be
not less than one day nor greater than the Maximum Original Maturity Days from its Note Date and (ii) the
Extended Maturity Date for each Note shall not be greater than 270 calendar days from its Note Date.
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(b) General. Subject to the limitations contained herein, Commercial Paper Notes herein authorized
shall be dated as of their date of issuance (the “Note Date”) and shall bear no interest or bear interest at such
rate or rates per annum or computed on the basis of days elapsed and on a 365-day or 366-day (as applicable)
year (but in no event to exceed the Maximum Interest Rate), all as may be determined by an Authorized
Officer. The Commercial Paper Notes shall bear interest from and including the Note Date until but
excluding the Original Maturity Date at the Original Rate. Interest, if any, on Commercial Paper Notes
shall be payable on any Original Maturity Date. The foregoing notwithstanding, on any Original Maturity
Date, if the Authorized Officer exercises the option to extend the Original Maturity Date to an Extended
Maturity Date (or any Commercial Paper Note is automatically extended to the Extended Maturity Date),
the Commercial Paper Notes will bear interest from and including the Original Maturity Date to but
excluding the Extended Maturity Date at the Extended Rate. If the Authorized Officer exercises the option
in accordance with this Sixty-Seventh Supplement to extend the Original Maturity Date of any Commercial
Paper Note to an Extended Maturity Date (or any Commercial Paper Note is automatically extended to the
Extended Maturity Date), the accrued but unpaid interest on the Commercial Paper Note, but not the
principal of the Commercial Paper Note, shall be paid on its Original Maturity Date. The Extended Rate
will be determined by the Issuing and Paying Agent based on the Prevailing Ratings available as of 11:00
a.m. New York, New York time on the Original Maturity Date and on each Thursday thereafter until the
Extended Maturity Date or the date fixed for redemption of such Commercial Paper Notes, and will apply
from that Thursday through the following Wednesday, the Extended Maturity Date, or the date fixed for
redemption of such Commercial Paper Notes, as the case may be. If the Original Maturity Date of
Commercial Paper Notes for which the Original Maturity Date has been extended to the Extended Maturity
Date is before the 15th day of the month, interest shall be payable on the first Business Day of the next
month and on the first Business Day of each month thereafter and on the Extended Maturity Date for the
Commercial Paper Notes or the date fixed for redemption of such Commercial Paper Notes, as the case
may be. If the Original Maturity Date of Commercial Paper Notes for which the Original Maturity Date has
been extended to the Extended Maturity Date is on or after the 15th day of the month, interest shall be
payable on the first Business Day of the second succeeding month and on the first Business Day of each
month thereafter, and on the Extended Maturity Date for the Commercial Paper Notes or the date fixed for
redemption of such Commercial Paper Notes, as the case may be.
Commercial Paper Notes may be payable to bearer, may be issued in registered form, without
coupons, or may be issued in book-entry only form pursuant to Section 2.5(b) as determined by an
Authorized Officer. Both principal of and interest on the Commercial Paper Notes shall be payable in lawful
money of the United States of America, without exchange or collection charges to the Noteholder thereof
in the manner provided in the applicable Form of Commercial Paper Note set forth in Exhibit B hereto.
Commercial Paper Notes issued hereunder may contain terms and provisions for the redemption or
prepayment thereof prior to maturity, subject to any applicable limitations contained herein, as provided
herein or otherwise as shall be determined by an Authorized Officer. The Original Rate shall be determined
by the Authorized Officer in consultation with the Dealer to allow the Commercial Paper Notes to be sold
at par, unless otherwise determined by the Authorized Officer. Pursuant to Section 1371.057(c), Texas
Government Code, as amended, the Board intends to refinance the Commercial Paper Notes issued from
time to time pursuant to the terms of this Sixty-Seventh Supplement through the issuance of refunding
bonds issued under the authority of Chapter 1207, Texas Government Code, as amended.
Subject to applicable terms, limitations, and procedures contained herein, the Commercial Paper
Notes may be sold in such manner at public or private sale and at par or at such discount or premium (within
the interest rate and yield restrictions provided herein) as an Authorized Officer shall approve at the time
of the sale thereof.
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(c) Notice of Extension. The Authorized Officer shall deliver to the Issuing and Paying Agent and
the Dealer an Extension Request by no later than 10:00 a.m. New York, New York time on the Original
Maturity Date if the option to extend the Original Maturity Date of a Commercial Paper Note to an Extended
Maturity Date is exercised. The Issuing and Paying Agent shall correspondingly notify (i) DTC by no later
than 11:30 a.m. New York, New York time on the Original Maturity Date and (ii) each Rating Agency then
maintaining a rating on the Commercial Paper Notes by 5:00 p.m. New York, New York time on the
Original Maturity Date, that the maturity of such Commercial Paper Note is being extended to the Extended
Maturity Date. Even if the requisite notices are not given, if payment of the principal of and interest on a
Commercial Paper Note does not occur on the Original Maturity Date, the maturity of the Commercial
Paper Note shall be extended automatically to the Extended Maturity Date. With the consent of the Issuing
and Paying Agent and the Dealer, the Authorized Officer may modify the notification provisions contained
in this Section 2.2(c) if deemed appropriate to conform to DTC’s rules and procedures.
(d) No Redemption Prior to Original Maturity Date. The Commercial Paper Notes shall not be
subject to redemption prior to their Original Maturity Date.
(e) Redemption following Extension of Original Maturity Date. In the event the Cities and the
Board, acting through an Authorized Officer, exercise the option to extend the maturity of any Commercial
Paper Note from its Original Maturity Date to an Extended Maturity Date (or any Commercial Paper Note
is automatically extended to the Extended Maturity Date), that Commercial Paper Note may be redeemed
on any date after its Original Maturity Date, at the option of an Authorized Officer, at a redemption price
equal to par (100%), plus accrued and unpaid interest to the redemption date. To exercise its redemption
option, an Authorized Officer shall provide not less than one (1) nor more than twenty-five (25) calendar
days’ notice to the Issuing and Paying Agent. The Issuing and Paying Agent will notify DTC or the
Registered Owner, if not issued in book-entry form, of the Commercial Paper Notes to be redeemed within
one Business Day of receipt of such notice.
(f) No Default. In no event shall an extension of the Original Maturity Date constitute a default or
a breach of any covenant under this Sixty-Seventh Supplement, the Fifty-Fifth Supplement or the Master
Bond Ordinance.
Section 2.3 Form of Commercial Paper Notes. (a) Physical Delivery. If not issued in book-entry
only form, the Commercial Paper Notes and the Certificate of Authentication to appear on each of the
Commercial Paper Notes shall be substantially in the form set forth in Exhibit B hereto with such appropriate
insertions, omissions, substitutions, and other variations as are permitted or required by this Sixty-Seventh
Supplement and may have such letters, numbers, or other marks of identification (including identifying
numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers
Association) (“CUSIP” numbers) and such legends and endorsements thereon as may, consistently herewith,
be approved by an Authorized Officer. Any portion of the text of any Commercial Paper Notes may be set forth
on the reverse thereof, with an appropriate reference thereto on the face of the Commercial Paper Notes and the
Commercial Paper Notes shall be printed, lithographed, or engraved or produced in any other similar manner,
or typewritten, all as determined and approved by an Authorized Officer.
(b) Book-Entry Only System. If the Commercial Paper Notes are issued in book-entry only form
pursuant to Section 2.5(b) hereof, they shall be issued in the form of a Master Note in substantially the form
attached as Exhibit C hereto, or such other forms as are required by DTC, to which there shall be attached
the respective form of Commercial Paper Note set forth in Exhibit B hereto and it is hereby declared that the
provisions of Exhibit B hereto are incorporated into and shall be a part of the applicable Master Note. It is
further provided that this Sixty-Seventh Supplement, the Fifty-Fifth Supplement, the Master Bond
Ordinance, and the form of Commercial Paper Note set forth in Exhibit B hereto shall constitute the
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“Underlying Records” referred to in each Master Note. In addition, whenever the beneficial ownership
of the Commercial Paper Notes is determined by a book-entry at DTC, the Issuing and Paying Agent may,
without further approval from the Board or an Authorized Officer, place such letters, numbers, marks of
identification, legends and endorsements on the Commercial Paper Notes and Master Notes as are necessary to
satisfy the requirements of DTC. Notwithstanding the provisions of Section 2.4 hereof, each Master Note shall
be executed on behalf of the Cities by the signatures set forth in Exhibit B.
Section 2.4 Form of Notes. Under authority granted by Section 1371.055, Texas Government
Code, as amended, the Notes shall be executed by the manual or facsimile signatures of the Mayors of the Cities
and the City Manager of the City of Dallas and countersigned by the City Secretaries of the Cities and approved
as to form and legality by the City Attorney of the City of Fort Worth. Notwithstanding the other provisions of this
Section 2.4, the Master Note shall be executed by the manual or facsimile signatures of the Mayors of the Cities
and the City Manager of the City of Dallas and countersigned by the City Secretaries of the Cities and approved
as to form and legality by the City Attorney of the City of Fort Worth. Notes bearing the manual or facsimile
signatures of individuals who are or were the proper officers of the Cities on the date of such execution shall be
deemed to be duly executed on behalf of the Cities, notwithstanding that such individuals or any of them shall
cease to hold such offices at the time of the initial sale and delivery of Notes authorized to be issued hereunder and
with respect to Notes delivered in subsequent sales, exchanges, and transfers, all as authorized and provided in
Chapter 1201, Texas Government Code, as amended.
Other than pursuant to Section 2.3(b), no Note shall be entitled to any right or benefit under this Sixty-
Seventh Supplement, or be valid or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided in Exhibit B to this Sixty-Seventh Supplement, executed
by the Issuing and Paying Agent by manual signature, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly certified or registered and
delivered.
Section 2.5 Issuing and Paying Agent and Book-Entry Only System.
(a) Issuing and Paying Agent. The selection and appointment of U.S. Bank Trust Company,
National Association to serve as Issuing and Paying Agent for the Notes is hereby confirmed. The Cities
and the Board covenant and agree to keep and maintain the Registration Books at the office of the Issuing
and Paying Agent, all as provided herein and pursuant to such reasonable rules and regulations as the Issuing
and Paying Agent may prescribe. The Cities and the Board covenant to maintain and provide an Issuing and
Paying Agent at all times while the Commercial Paper Notes are Outstanding, which, if the Board is not
acting in such capacity, shall be a national or state banking association or corporation organized and doing
business under the laws of the United States of America or of any State and authorized under such laws to
exercise trust powers. Should a change in the Issuing and Paying Agent for the Commercial Paper Notes occur,
the Cities and the Board agree to promptly cause a written notice thereof to be (i) sent to each Registered
Owner, if any, of the Commercial Paper Notes then Outstanding by United States mail, first class, postage
prepaid and (ii) published in a financial newspaper or journal of general circulation in The City of New York,
New York, once during each calendar week for at least two calendar weeks; provided, however, that the
publication of such notice shall not be required if notice is given to each Registered Owner in accordance with
clause (i) above. Such notice shall give the address of the successor Issuing and Paying Agent. A successor
Issuing and Paying Agent may be appointed without the consent of the Noteholders. Should the Issuing and
Paying Agent resign or be removed, such resignation or removal shall not be effective until a successor Issuer
and Paying Agent has been appointed by the Board and such appointment has been accepted.
Subject to the provisions of subsection (b) hereof, the Cities, the Board and the Issuing and Paying
Agent may treat the bearer (in the case of Commercial Paper Notes so registered) or the Registered Owner
of any Commercial Paper Note as the absolute owner thereof for the purpose of receiving payment thereof
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and for all purposes, and, to the extent permitted by law, the Board and the Issuing and Paying Agent shall not
be affected by any notice or knowledge to the contrary.
A copy of the Registration Books and any change thereto shall be provided to the Board by the
Issuing and Paying Agent, by means of telecommunications equipment or such other means as may be
mutually agreeable thereto, within two Business Days of the opening thereof or any change therein, as the
case may be.
(b) Book-Entry Only System. If an Authorized Officer determines that it is possible and desirable
to provide for a book-entry only system of Commercial Paper Note registration with DTC, such Authorized
Officer, acting for and on behalf of the Cities and the Board, is hereby authorized to approve, execute, and
deliver a Letter of Representations to DTC and to enter into such other agreements and execute such
instruments as are necessary to implement such book-entry only system, such approval to be conclusively
evidenced by the execution thereof by said Authorized Officer. Under the initial book-entry only system
with DTC, (i) no physical Note certificates will be delivered to DTC and (ii) the Cities and the Board will
execute and deliver to the Issuing and Paying Agent, as custodian for DTC, a master note (a “Master Note”)
in substantially the form set forth in Exhibit C hereto, or such other forms as are required by DTC. Except
as provided herein, the ownership of the Notes shall be registered in the name of Cede & Co., as nominee of
DTC, which will serve as the initial securities depository for the Notes. Ownership of beneficial interests in
the Notes shall be shown by book entry on the system maintained and operated by DTC and DTC
Participants, and transfers of ownership of beneficial interests shall be made only by DTC and the DTC
Participants by book entry, and the Board and the Issuing and Paying Agent shall have no responsibility
therefor. DTC will be required to maintain records of the positions of the DTC Participants in the Notes, and
the DTC Participants and persons acting through the DTC Participants will be required to maintain records of
the purchasers of beneficial interests in the Notes. Except as provided in this subsection (b), the Notes shall
not be transferable or exchangeable, except for transfer to another securities depository or to another
nominee of a securities depository.
With respect to Commercial Paper Notes registered in the name of DTC or its nominee, neither the
Cities, the Board nor the Issuing and Paying Agent shall have any responsibility or obligation to any DTC
Participant or to any person on whose behalf a DTC Participant holds an interest in the Commercial Paper
Notes. Without limiting the immediately preceding sentence, neither the Cities, the Board nor the Issuing
and Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of
DTC or any DTC Participant with respect to any ownership interest in the Commercial Paper Notes, (ii) the
delivery to any DTC Participant or any other person, other than a registered owner of the Commercial Paper
Notes, as shown on the Registration Books, of any notice with respect to the Commercial Paper Notes,
including any notice of redemption, and (iii) the payment to any DTC Participant or any other person, other
than a registered owner of the Commercial Paper Notes, as shown in the Registration Books, of any amount
with respect to principal of and premium, if any, or interest on the Commercial Paper Notes.
Whenever, during the term of the Commercial Paper Notes, the beneficial ownership thereof is
determined by a book entry at DTC, the requirements in this Sixty-Seventh Supplement of holding,
registering, delivering, exchanging, or transferring the Commercial Paper Notes shall be deemed modified
to require the appropriate person or entity to meet the requirements of DTC as to holding, registering,
delivering, exchanging, or transferring the book entry to produce the same effect.
Either the Board or DTC may determine to discontinue the book-entry only system, and in such
case, unless a new book-entry only system is put in place, physical certificates in the form set forth in Exhibit
B hereto shall be provided at the instruction of the Board to the beneficial holders.
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If at any time, DTC ceases to hold the Commercial Paper Notes in its book-entry only system, all
references herein to DTC shall be of no further force or effect.
Whenever the beneficial ownership of the Commercial Paper Notes is determined by a book entry at
DTC, delivery of Commercial Paper Notes for payment at maturity shall be made pursuant to DTC’s payment
procedures as are in effect from time to time and the DTC Participants shall transmit payment to beneficial
owners whose Commercial Paper Notes have matured. The Board and each Issuing and Paying Agent, Bank,
and Dealer are not responsible for transfer of payment to the DTC Participants or beneficial owners.
Section 2.6 Negotiability, Registration, and Exchangeability. The Commercial Paper Notes shall
be, and shall have all of the qualities and incidents of, a negotiable instrument under the laws of the State of Texas,
and each successive Noteholder, in accepting any of the Commercial Paper Notes, shall be conclusively deemed
to have agreed that such obligations shall be and have all of the qualities and incidents of a negotiable instrument
under the laws of the State of Texas.
Registration Books relating to the registration, payment, and transfer or exchange of the
Commercial Paper Notes shall at all times be kept and maintained by the Board at the office of the Issuing
and Paying Agent, and the Issuing and Paying Agent shall obtain, record, and maintain in the Registration
Books the name, and to the extent provided by or on behalf of the Noteholder, the address of each Noteholder
of the Commercial Paper Notes, except for Commercial Paper Notes registered to bearer. A copy of the
Registration Books shall be provided to and held by the Board in the manner provided in Section 2.5 hereof.
Any Commercial Paper Note may, in accordance with its terms and the terms hereof, be transferred or
exchanged for Commercial Paper Notes of like tenor and character and of other authorized denominations upon
the Registration Books by the Noteholder in person or by their duly authorized agent, upon surrender of such
Commercial Paper Note to the Issuing and Paying Agent for cancellation, accompanied by a written
instrument of transfer or request for exchange duly executed by the Noteholder or by their duly authorized
agent, in form satisfactory to the Issuing and Paying Agent.
Upon surrender for transfer of any Commercial Paper Note at the designated office of the Issuing
and Paying Agent, the Issuing and Paying Agent shall register and deliver, in the name of the designated
transferee or transferees, one or more new Commercial Paper Notes executed on behalf of, and furnished by,
the Cities of like tenor and character and of authorized denominations and having the same maturity, bearing
interest at the same rate and of a like aggregate principal amount as the Commercial Paper Note or
Commercial Paper Notes surrendered for transfer.
Furthermore, Commercial Paper Notes may be exchanged for other Commercial Paper Notes of like
tenor and character and of authorized denominations and having the same maturity, bearing the same rate of
interest and of like aggregate principal amount as the Commercial Paper Notes surrendered for exchange,
upon surrender of the Commercial Paper Notes to be exchanged at the designated office of the Issuing and
Paying Agent. Whenever any Commercial Paper Notes are so surrendered for exchange, the Issuing and
Paying Agent shall register and deliver new Commercial Paper Notes of like tenor and character as the
Commercial Paper Notes exchanged, executed on behalf of and furnished by, the Cities to the Noteholder
requesting the exchange.
The Cities, the Board and the Issuing and Paying Agent may charge the Noteholder a sum sufficient
to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange
or transfer. The Issuing and Paying Agent, the Cities or the Board may also require payment from the
Noteholder of a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in
relation thereto. Such charges and expenses shall be paid before any such new Commercial Paper Note shall
be delivered.
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The Cities, the Board and the Issuing and Paying Agent shall not be required to transfer or exchange
any Commercial Paper Note selected, called, or being called for redemption in whole or in part.
New Commercial Paper Notes delivered upon any transfer or exchange shall be valid special
obligations of the Cities, evidencing the same debt as the Commercial Paper Notes surrendered, shall be secured
by this Sixty-Seventh Supplement, Fifty-Fifth Supplement and Master Bond Ordinance and shall be entitled
to all of the security and benefits hereof to the same extent as the Commercial Paper Notes surrendered.
The foregoing notwithstanding, by acceptance of a Commercial Paper Note, the Noteholder agrees
that, should the maturity of a Commercial Paper Note be extended from the Original Maturity Date to an
Extended Maturity Date pursuant to Section 2.2(c) hereof, on the Original Maturity Date the Noteholder
shall surrender such Commercial Paper Note to the Issuing and Paying Agent in exchange for a new
Commercial Paper Note of like tenor and character as the Commercial Paper Note surrendered but having
the Extended Maturity Date instead of the Original Maturity Date and bearing interest at the Extended Rate.
The Cities and the Board reserve the right to change the above registration and transferability
provisions of the Commercial Paper Notes at any time on or prior to the delivery thereof in order to comply
with applicable laws and regulations of the United States in effect at the time of issuance thereof. In
addition, to the extent that the provisions of this Section conflict with or are inconsistent with the provisions
of the Form of Commercial Paper Note set forth in Exhibit B hereto, such other provisions shall control.
Section 2.7 Commercial Paper Notes Mutilated, Lost, Destroyed, or Stolen. If any Commercial
Paper Note shall become mutilated, the Board, at the expense of the Noteholder of said Commercial Paper
Note, shall execute and the Issuing and Paying Agent shall authenticate and deliver a new Note of like tenor and
number in exchange and substitution for the Commercial Paper Note so mutilated, but only upon surrender to the
Issuing and Paying Agent of the Commercial Paper Note so mutilated. If any Commercial Paper Note shall be
lost, destroyed, or stolen, evidence of such loss, destruction, or theft may be submitted to the Board and the
Issuing and Paying Agent. If such evidence be satisfactory to the Board and the Issuing and Paying Agent and
indemnity satisfactory to them shall be given, the Board, at the expense of the Noteholder, shall execute and
the Issuing and Paying Agent shall authenticate and deliver a new Commercial Paper Note of like tenor in lieu of
and in substitution for the Commercial Paper Note so lost, destroyed, or stolen. In the event any such
Commercial Paper Note shall have matured, the Issuing and Paying Agent instead of issuing a duplicate
Commercial Paper Note may pay the same without surrender thereof after making such requirement as it deems fit
for its protection, including a lost instrument bond. Neither the Board nor the Issuing and Paying Agent shall be
required to treat both the original Commercial Paper Note and any duplicate Commercial Paper Note as being
Outstanding for the purpose of determining the principal amount of Commercial Paper Notes which may be
issued hereunder, but both the original and the duplicate Commercial Paper Note shall be treated as one and the
same. The Board and the Issuing and Paying Agent may charge the Noteholder of such Commercial Paper Note
with their reasonable fees and expenses for such service.
Section 2.8 CP Credit Agreement. The Cities and the Board reserve the right to enter into a CP
Credit Agreement to provide liquidity for a part or all of the Commercial Paper Notes to be Outstanding under this
Sixty-Seventh Supplement. Whenever the term “CP Credit Agreement” is used in this Sixty-Seventh
Supplement, it shall refer to the agreement referred to in this Section and the term “Advances” shall mean
advances under such a CP Credit Agreement. Any CP Credit Agreement shall be presented to the Cities and
the Board for approval prior to execution.
Section 2.9 Promissory Notes. The Cities and the Board reserve the right to authorize one or more
Promissory Notes to evidence Advances under a CP Credit Agreement and such Promissory Notes shall be on a
parity and of equal dignity with the Commercial Paper Notes.
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Section 2.10 Note Payment Fund. There is hereby created a fund at the Issuing and Paying Agent
entitled the “Subordinate Lien Joint Revenue Note Payment Fund – Series II” (the “Note Payment Fund”). The
proceeds from the sale of Subordinate Lien Obligations or Obligations issued for the purpose of refunding and
retiring Notes Outstanding under this Sixty-Seventh Supplement shall be paid to the Issuing and Paying Agent for
deposit to the credit of the Note Payment Fund and used for such purpose. In addition, all amounts required to be
paid to the Issuing and Paying Agent for deposit by the Cities and the Board pursuant to Section 2.11 shall be
paid to the Issuing and Paying Agent for deposit to the appropriate account within the Note Payment Fund and
shall be used to pay principal of, premium, if any, and interest on Notes at the respective interest payment, maturity
or redemption of such Notes as provided herein, including the repayment of any amounts owed with respect to the
Promissory Note in evidence of Advances under a CP Credit Agreement.
Additionally, all Advances under a CP Credit Agreement shall be paid to the Issuing and Paying
Agent for the account of the Board and deposited into the appropriate account within the Note Payment
Fund and used to pay the principal of, premium, if any, and interest on the Commercial Paper Notes.
Pending the expenditure of moneys in the Note Payment Fund for authorized purposes, moneys
deposited therein may be invested at the direction of an Authorized Officer in the manner prescribed by law
and in accordance with the written policies adopted by the Board. Any income received from investments
in the Note Payment Fund shall be retained in the Note Payment Fund.
Section 2.11 Issuance of Subordinate Lien Obligations; Security and Pledge.
(a) The Notes are special obligations of the Cities payable from and secured solely by the Pledged
Funds and Pledged Revenues deposited under Section 5.2(b)(v) of the Master Bond Ordinance on a parity
with Subordinate Lien Obligations. The Pledged Funds and Pledged Revenues are hereby pledged to the
payment of the principal of, premium, if any, and interest on the Notes as the same shall become due and
payable, subject to the superior pledge of and lien on Pledged Funds and Pledged Revenues in favor of the
Outstanding Obligations, Additional Obligations, and Parity Credit Agreement Obligations. The Cities
agree to pay from lawfully available Airport funds the principal of, premium, if any, and the interest on the
Notes when due, whether by reason of maturity or redemption.
(b) An Authorized Officer shall implement the procedures necessary to make an Advance under a
CP Credit Agreement, if in effect, if there is not anticipated to be Pledged Funds and Pledged Revenues or other
lawfully available funds in an amount sufficient and in ample time to pay the principal of and interest on,
and premium, if any, on the Commercial Paper Notes as such principal, interest and premium, respectively,
come due, whether by reason of maturity or redemption. Amounts in the Note Payment Fund attributable
to and derived either from Advances under and pursuant to a CP Credit Agreement or from amounts
provided pursuant to Section 4.2(b) shall be used only to pay the principal of, premium, if any, and interest
on the Commercial Paper Notes.
Section 2.12 Cancellation. All Commercial Paper Notes which at maturity are surrendered to the
Issuing and Paying Agent for the collection of the principal and interest thereof or are surrendered for transfer
or exchange pursuant to the provisions hereof or are refunded through an issuance of refunding bonds or an
Advance shall, upon payment or issuance of new Commercial Paper Notes, be cancelled by the Issuing and
Paying Agent and forthwith transmitted to the Board, and thereafter the Board shall have custody of such cancelled
Commercial Paper Notes.
Section 2.13 Fiscal and Other Agents. In furtherance of the purposes of this Sixty-Seventh
Supplement, the Cities and the Board may from time to time appoint and provide for the payment of such
additional fiscal, paying, or other agents or trustees as they may deem necessary or appropriate in connection with
the Notes.
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ARTICLE III
ISSUANCE AND SALE OF NOTES
Section 3.1 Issuance and Sale of Notes.
(a) All Commercial Paper Notes shall be sold in the manner determined by the Authorized Officer
to be most economically advantageous to the Cities and the Board.
(b) The terms of the Commercial Paper Notes shall be established and they shall be delivered by the
Issuing and Paying Agent in accordance with telephonic, facsimile, computer, or written instructions of any
Authorized Officer and in the manner specified below and in the Issuing and Paying Agent Agreement. To
the extent such instructions are telephonic, they shall be confirmed in writing (which shall include electronic
transmission) within 24 hours of the transmission or communication thereof. Any such instructions from an
Authorized Officer relating to the issuance of Commercial Paper Notes for the purpose of refinancing,
renewing or refunding Notes may be in the form of standing instructions to the effect that the Issuing and
Paying Agent may rely on instructions it receives from a Dealer for the issuance and sale of such Commercial
Paper Notes unless otherwise notified in writing by an Authorized Officer. Said instructions shall specify such
principal amounts, Note Dates, the Original Rate for each Commercial Paper Note, the Original Maturity
Date and Extended Maturity Date for each Commercial Paper Note, or the formula or method of calculating
interest and the basis upon which it is to be computed, purchase price, and other terms and conditions which
are hereby authorized and permitted to be fixed by an Authorized Officer at the time of sale of the
Commercial Paper Notes. Such instructions shall also contain provisions representing that (i) all action on
the part of the Cities and the Board necessary for the valid issuance of the Commercial Paper Notes then to be
issued, or the incurring of Advances under the Promissory Note then to be incurred, has been taken, (ii) all
provisions of Texas and federal law necessary for the valid issuance of such Commercial Paper Notes have
been complied with, and (iii) such Commercial Paper Notes will be valid and enforceable special obligations
of the Cities according to their terms, subject to the exercise of judicial discretion in accordance with general
principles of equity and bankruptcy, insolvency, reorganization, moratorium, and other similar laws
affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable or general
principles of equity which permit the exercise of judicial discretion. Such instructions shall also certify that,
as of the date of such certificate:
(i) if the Commercial Paper Notes are being issued to pay Costs of the Airport, (A) the
Cities and the Board have been advised by Bond Counsel that the Commercial Paper Notes are being
issued to pay Costs of the Airport for Eligible Projects, and (B) attached to such instructions is a
written certificate signed by an Authorized Officer listing the Eligible Projects expected to be
financed, in whole or in part, by the Commercial Paper Notes; provided, however, that at some
future date, the Board may substitute other Eligible Projects (the “Substituted Projects”) to be
financed, in whole or in part, by the Commercial Paper Notes for the Eligible Projects listed on
such certificate;
(ii) the requirements of Fifty-Fifth Supplement have been complied with;
(iii) after the proposed issuance, the total principal amount of Outstanding Commercial
Paper Notes plus interest accrued or to accrue thereon for the following ninety (90) days shall not
exceed the “Available Bank Loan Commitment” under a CP Credit Agreement, if then in effect;
(iv) if a CP Credit Agreement is then in effect, no “Event of Default” thereunder has
occurred and is continuing;
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(v) that the sum of the interest payable on such Commercial Paper Notes issued and
Outstanding or in the process of issuance and any discount established for such Commercial Paper
Notes will not exceed a yield to the maturity date of such Commercial Paper Notes in excess of the
Maximum Interest Rate in effect on the date of issuance of such Commercial Paper Notes; and
(vi) after the proposed issuance of Commercial Paper Notes, the principal amount of
Commercial Paper Notes to be Outstanding after such issuance does not exceed the aggregate
principal amount of Commercial Paper Notes authorized to be issued under this Sixty-Seventh
Supplement.
For purposes of this Sixty-Seventh Supplement, such instructions described above shall constitute an
Issuance Request.
The representations and certifications made in such instructions shall be made for the benefit of and
may be relied upon by the Issuing and Paying Agent, the Dealers, and the Noteholders of the Commercial
Paper Notes. Notwithstanding any other provision of this Section 3.1(b) to the contrary, the instructions
required to be given by an Authorized Officer to the Issuing and Paying Agent in connection with the
issuance of Commercial Paper Notes for the payment of Costs of the Airport may include a provision to the
effect that each sale of Commercial Paper Notes thereafter made by the Cities for the purpose of refinancing,
renewing or refunding the Commercial Paper Notes that are the subject of such instructions shall be deemed
a representation and certification by the Cities and the Board as of the date of each such sale that any one or
more of the representations and certifications contained in such instructions are true and correct as if made
on each such date.
(c) Upon the execution and delivery of a CP Credit Agreement, Promissory Notes shall be delivered
to the Bank and thereafter Advances may be made thereunder in accordance with the terms of the CP Credit
Agreement.
(d) Receipt of Issuance Request. Upon receipt of an Issuance Request, the Issuing and Paying
Agent shall, by 3:00 p.m. New York, New York time on such day the Issuance Request is received, complete
each Commercial Paper Note as to principal amount, Note Date, Original Maturity Date and Original Rate
specified therein, and deliver each such Commercial Paper Note to or upon the order of the Dealer upon
receipt of payment therefor; provided, however, that no such Notes shall be delivered by the Issuing and
Paying Agent if such delivery would cause the sum of the aggregate principal amount of Commercial Paper
Notes Outstanding to exceed the limitation set forth in Section 4.1 hereof. If an Issuance Request is received
after 12:00 p.m. New York, New York time on a given day, the Issuing and Paying Agent shall not be
obligated to deliver the requested Commercial Paper Notes until the next succeeding Business Day.
(e) Receipt of Extension Request. Upon receipt of an Extension Request, the Issuing and Paying
Agent shall, by 2:00 p.m. New York, New York time on such day the Extension Request is received,
complete each Commercial Paper Note as to principal amount, Note Date and Extended Maturity Date
specified therein, and, upon surrender of a Noteholder’s position on the original Commercial Paper Note to
the Issuing and Paying Agent as a “free” delivery on the Original Maturity Date, (a) retire such Commercial
Paper Note and (b) deliver a new Commercial Paper Note bearing interest at the Extended Rate from the
Original Maturity Date to the Extended Maturity Date as a “free” delivery to such Noteholder by 5:00 p.m.
on the Original Maturity Date; provided, however, that no such Commercial Paper Notes shall be delivered
by the Issuing and Paying Agent if such delivery would cause the sum of the aggregate principal amount of
Notes Outstanding to exceed the limitation set forth in Section 4.1 hereof. If an Extension Request is
received after 12:00 p.m. New York, New York time on a given day, the Issuing and Paying Agent shall
act on such request on a best-efforts basis but shall not be obligated to deliver the requested Commercial
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Paper Notes until the next succeeding Business Day.
Section 3.2 Proceeds of Sale of Commercial Paper Notes. The proceeds of the sale of any
Commercial Paper Notes (net of all expenses and costs of sale and issuance) shall be applied for any or all of the
following purposes as directed by Authorized Officer:
(i) for the payment and redemption or purchase of Outstanding Commercial Paper Notes,
Subordinate Lien Obligations or Obligations at or before maturity and the refunding of any Advances
(evidenced by the Promissory Note) under a CP Credit Agreement; or
(ii) for the purpose of financing Eligible Projects.
Section 3.3 Issuing and Paying Agent Agreement. The Issuing and Paying Agent Agreement
with U.S. Bank Trust Company, National Association attached as Exhibit E is hereby approved and confirmed
for the Commercial Paper Notes issued under this Sixty-Seventh Supplement. An Authorized Officer is hereby
authorized to enter into any supplemental agreements with the Issuing and Paying Agent or any additional
agreements with any successor Issuing and Paying Agent as may be necessary and proper to carry out the purpose
and intent of the Cities and the Board in authorizing this Sixty-Seventh Supplement.
Section 3.4 Dealer Agreement. The form Dealer Agreement attached as Exhibit F is hereby
approved and confirmed for the Commercial Paper Notes issued under this Sixty-Seventh Supplement. An
Authorized Officer is authorized and directed to select one or more Dealers. An Authorized Officer is further
authorized and directed from time to time to review the performance of each Dealer and of the Commercial Paper
Note program authorized hereby and to periodically solicit and review the qualifications of each Dealer and of any
additional investment banking firms interested in serving as Dealer. Based upon such review, the number of Dealers
selected, which Dealers are selected and the amount of Commercial Paper Notes for which each Dealer is
responsible may be changed and additional or different Dealers may be selected and new Dealer Agreements
entered into based upon a determination that such changes are expected to result in the lowest overall cost of the
Commercial Paper Note program authorized hereby after taking into account not only the fees to be paid to the
Dealers but the expectations as to the performance of each Dealer in providing broad distribution of the
Commercial Paper Notes and creating competitive pricing without adversely affecting investor liquidity.
An Authorized Officer is hereby authorized and directed to approve, execute, and deliver to the
Dealers any instrument evidencing such changes, additions, or amendments to the Dealer Agreements as
may be necessary and proper to carry out the purpose and intent of the Cities and the Board in authorizing this
Sixty-Seventh Supplement. An Authorized Officer is hereby authorized to enter any supplemental
agreements with the Dealer or with any successor Dealer.
In connection with each issuance and sale of Commercial Paper Notes for the purpose of
refinancing, renewing or refunding Notes, an Authorized Officer is hereby authorized to provide standing
instructions to any Dealer to determine the interest rates and maturity dates for any such sale of Commercial
Paper Notes; provided that, no such Commercial Paper Note shall (i) bear interest at a rate that exceeds the
Maximum Interest Rate or (ii) mature after the Maximum Maturity Date or have a term in excess of 270
calendar days; and provided further that, the interest rates shall be the minimum interest rates which, in the
opinion of such Dealer under then-existing market conditions, based on among other things, the rates and
prices of securities comparable to the Commercial Paper Notes, would in its judgment be expected to result
in the sale of such Commercial Paper Notes at a price equal to the principal amount thereof.
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ARTICLE IV
GENERAL COVENANTS
Section 4.1 Limitation on Issuance. Unless this Sixty-Seventh Supplement is amended and
modified by the Cities in accordance with the provisions of the Fifty-Fifth Supplement, the Cities covenant that
there will not be issued and Outstanding at any time more than $600,000,000 in aggregate principal amount of
Notes. The Cities, however, do reserve the right to increase said amount by an amendment to this Sixty-Seventh
Supplement or to issue additional Subordinate Lien Obligations in excess of said amount, without limitation, by
a supplement duly adopted by the Cities. For purposes of this Section, any portion of Outstanding Commercial
Paper Notes to be paid on the day of calculation from moneys on deposit in the Note Payment Fund, the proceeds
of Commercial Paper Notes or other Obligations or any combination thereof shall not be considered
Outstanding.
Section 4.2 Available Funds. (a) To the extent Commercial Paper Notes cannot be issued to renew
or refund Outstanding Notes on their maturity date and Advances cannot be drawn on the Promissory Notes, if
any, the Cities and the Board shall provide lawfully available funds of the Airport or shall in good faith endeavor
to sell a sufficient principal amount of Subordinate Lien Obligations or other Obligations in order to have
funds available, together with other moneys available therefor, to pay the Notes and the interest thereon, or any
renewals thereof, as the same shall become due, and any other amounts due under a CP Credit Agreement, if
in effect.
(b) Notwithstanding anything to the contrary contained herein, to the extent that a Dealer cannot
sell Commercial Paper Notes to renew or refund Outstanding Commercial Paper Notes on their maturity
date, the Board covenants to make Advances under the Promissory Notes, if any, or to use lawfully available
funds to purchase Commercial Paper Notes issued in order to renew and refund such maturing Commercial
Paper Notes and such payment, issuance, and purchase are not intended to constitute an extinguishment of
the obligation represented by such maturing Commercial Paper Notes and the Cities may issue Commercial
Paper Notes to renew and refund the Commercial Paper Notes held by it when a Dealer is again able to sell
Commercial Paper Notes. While such Commercial Paper Notes are held by the Board, they shall bear interest
at the rate being earned by the funds used to purchase such Commercial Paper Notes on the date of purchase.
ARTICLE V
FEDERAL INCOME TAXATION COVENANTS
Section 5.1 General Tax Covenant 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 Commercial Paper Notes as obligations described in Section 103 of the Code, the interest on
which is not includable in the “gross income” of the holder for purposes of federal income taxation. 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 Sixty-
Seventh Supplement 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 Commercial
Paper Notes, 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 Commercial Paper Notes under Section
103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional
requirements which are applicable to the Commercial Paper Notes, the Cities and the Board agree to comply
with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel,
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to preserve the exemption from federal income taxation of interest on the Commercial Paper Notes under
Section 103 of the Code.
Notwithstanding any other provision of this Sixty-Seventh Supplement, the terms, conditions and
requirements of Section 5.1 through 5.6 of this Sixty-Seventh Supplement shall survive the defeasance and
discharge of the Commercial Paper Notes and the Cities and the Board will continue to comply with such
terms, conditions and requirements to the extent that a failure to do so would adversely affect the treatment
of the Commercial Paper Notes as obligations derived in Section 103 of the Code, the interest on which is
not includable in the “gross income” of the holder for purposes of federal income taxation. For purposes
of making the foregoing determination, the Cities and the Board may rely on the advice of nationally
recognized bond counsel.
Section 5.2 Use of Proceeds of Commercial Paper Notes. The Cities and Board covenant and
agree that they will make use of the Proceeds of the Commercial Paper Notes, including interest or other
investment income derived from such Proceeds, regulate the use of property financed, directly or indirectly,
with such Proceeds, and take such other and further action as may be required so that the Commercial Paper
Notes will not be “private activity bonds” within the meaning of section 141 of the Code.
Section 5.3 No Federal Guarantee. The Cities and the Board covenant and agree to refrain from
taking any action that would result in the Commercial Paper Notes being “federally guaranteed” within the
meaning of Section 149(b) of the Code.
Section 5.4 No Arbitrage. The Cities and the Board covenant and agree that they will make such
use of the Proceeds of the Commercial Paper Notes, including interest or other investment income derived from
Proceeds of the Commercial Paper Notes, regulate investments of Proceeds of the Commercial Paper Notes,
and take such other and further action as may be required so that the Commercial Paper Notes will not be
“arbitrage bonds” within the meaning of Section 148(a) of the Code. In furtherance thereof, the Cities and the
Board covenant and agree as follows:
(a) to refrain from using any portion of the Proceeds of the Commercial Paper Notes,
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 each issue of the Commercial Paper Notes, other than investment property
acquired with:
(i) Proceeds of the Commercial Paper Notes invested for a reasonable
temporary period, within the meaning of Section 148 of the Code,
(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 more than a “de minimis amount” of original issue discount, the issue price,
within the meaning of Section 1.148-1(b) of the Treasury Regulations) of the Commercial
Paper Notes;
(b) to otherwise restrict the use of the Proceeds of the Commercial Paper Notes or
amounts treated as Proceeds of the Commercial Paper Notes, as may be necessary, to satisfy the
requirements of Section 148 of the Code (relating to arbitrage); and
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(c) to create and maintain a Rebate Fund, as required below for each issue of the
Commercial Paper Notes, to pay to the United States of America at least once during each five year
period (beginning on the date of delivery of the issue of the Commercial Paper Notes) 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 Commercial
Paper Notes of such issue 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. In order to facilitate the requirements
of subsection (c) of this Section, the Rebate Fund for each issue of the Commercial Paper Notes 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 Noteholders 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.
(d) The Cities and the Board shall not, expend, or permit to be expended, the proceeds
of the Commercial Paper Notes in any manner inconsistent with their reasonable expectations as
certified in the Federal Tax Certificates to be executed from time to time with respect to the
Commercial Paper Notes; provided, however, that the Board, on behalf of the Cities, may expend
proceeds of the Commercial Paper Notes in any manner if the Board first obtains an unqualified
Opinion of Bond Counsel. The Board, on behalf of the Cities, hereby elects to treat those Commercial
Paper Notes redeemed during each eighteen-month period as one “issue” in accordance with the
provisions of section 148(f)(3) of the Code, unless otherwise provided in the Federal Tax Certificate.
Section 5.5 Record Retention. The City and the Board covenant and agree to retain all pertinent
and material records relating to the use and expenditure of the Proceeds of each issue of the Commercial Paper
Notes until six years after the last Commercial Paper Note is redeemed, or such shorter period as authorized by
subsequent guidance issued by the Department of Treasury, if applicable. All records will be kept in a manner
that ensures their complete access throughout the retention period. For this purpose, it is acceptable that such
records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided
that such electronic system includes reasonable controls and quality assurance programs that assure the ability
of the Cities and the Board to retrieve and reproduce such books and records in the event of an examination of
the Commercial Paper Note by the Internal Revenue Service.
Section 5.6 Disposition of Project. The Cities and the Board covenant that the property
constituting the projects financed or refinanced with the proceeds of the Commercial Paper Notes 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 Commercial Paper Notes.
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 Commercial Paper Notes.
Section 5.7 Opinion of Bond Counsel. The Cities and the Board shall cause the legal opinion of
Bond Counsel as to (i) the validity of the Notes and (ii) as to the exclusion of interest on the Notes from the gross
income of the owners thereof for federal income tax purposes, to be furnished to DTC if the Notes are held in
a book-entry only system, or to any Noteholder without cost to the Noteholder.
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ARTICLE VI
MISCELLANEOUS
Section 6.1 Sixty-Seventh Supplement to Constitute a Contract; Equal Security. In consideration
of the acceptance of the Notes by those who shall hold the same from time to time, this Sixty-Seventh Supplement
shall be deemed to be and shall constitute a contract between the Cities, Board and Noteholders from time to
time and the pledge made in this Sixty-Seventh Supplement by the Cities and the Board and the covenants and
agreements set forth in this Sixty-Seventh Supplement to be performed by the Cities and the Board shall be for the
equal and proportionate benefit, security, and protection of all Noteholders, without preference, priority, or
distinction as to security or otherwise of any of the Notes over any of the others by reason of time of issuance,
sale, or maturity thereof or otherwise for any cause whatsoever, except as expressly provided in or permitted by
this Sixty-Seventh Supplement.
Section 6.2 Individuals Not Liable. All covenants, stipulations, obligations, and agreements of
Cities and the Board contained in this Sixty-Seventh Supplement shall be deemed to be covenants, stipulations,
obligations, and agreements of the Cities and the Board to the full extent authorized or permitted by the
Constitution and laws of the State of Texas. No covenant, stipulation, obligation, or agreement herein contained
shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the Board, any elected
officials of the Cities or any agent or employee of the Cities or the Board in his individual capacity and neither
the members of the Board, elected officials of the Cities, nor any officer or employee of any of them shall be
liable personally on the Notes or be subject to any personal liability or accountability by reason of the issuance
thereof.
Section 6.3 Additional Actions. (a) Execution and Delivery of Documents. Each Authorized
Officer, and all other officers, employees, and agents of the Cities and the Board, and each of them, jointly and
severally, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at
any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and
under the corporate seal and on behalf of the Cities and the Board all such instruments, whether or not herein
mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Sixty-Seventh
Supplement, the Dealer Agreement, the Issuing and Paying Agent Agreement, and The Depository Trust
Company Letter of Representations. In addition, an Authorized Officer and Bond Counsel are hereby authorized
to approve, subsequent to the date of adoption of this Sixty-Seventh Supplement but before any Notes are
Outstanding, any amendments to the above-named documents, and any technical amendments to this Sixty-
Seventh Supplement as may be required by a Rating Agency, or as a condition to the granting of a rating on the
Notes.
(b) Notice to Rating Agencies and Noteholders. An Authorized Officer shall promptly give written
notice to each Rating Agency then providing a rating on the Notes at the request of the Cities or the Board of
any changes or amendments to this Sixty-Seventh Supplement, any execution and delivery of an agreement
to provide liquidity or credit support for Notes, any amendment, substitution or termination of any such
liquidity or credit agreement then in effect (including the expiration thereof), of any amendment or
substitution of the Dealer Agreement or the Issuing and Paying Agent Agreement, or any change or
amendment to any other operative document used in connection with the issuance from time to time of the
Notes. Notice of any of the aforementioned events also shall be given to Noteholders in accordance with and
in the manner described by the Fifty- Fifth Supplement.
Section 6.4 Severability of Invalid Provisions. If any one or more of the covenants, agreements,
or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of
express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separable from
18
the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other
provisions hereof or of the Notes issued hereunder.
Section 6.5 Payment and Performance on Business Days. Whenever under the terms of this Sixty-
Seventh Supplement or the Notes, the performance date of any provision hereof or thereof, including the
payment of principal of or interest on the Notes, shall occur on a day other than a Business Day, then the
performance thereof, including the payment of principal of and interest on the Notes, need not be made on such day
but may be performed or paid, as the case may be, on the next succeeding Business Day with the same force and
effect as if made on the date of performance or payment is scheduled, and no interest shall accrue between
stated day and the applicable Business Day.
Section 6.6 Limitation of Benefits With Respect to the Sixty-Seventh Supplement. With the
exception of the rights or benefits herein expressly conferred, nothing expressed or contained herein or implied
from the provisions of this Sixty-Seventh Supplement or the Notes is intended or should be construed to confer
upon or give to any person other than the Cities, the Board, Bond Counsel, the Noteholders, the Issuing and
Paying Agent, and the Dealer any legal or equitable right, remedy or claim under or by reason of or in respect to
this Sixty-Seventh Supplement or any covenant, condition, stipulation, promise, agreement, or provision herein
contained. This Sixty-Seventh Supplement and all of the covenants, conditions, stipulations, promises,
agreements, and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of
the Cities, the Board, Bond Counsel, the Noteholders, the Issuing and Paying Agent, and the Dealer as herein
provided and as provided in the Issuing and Paying Agent Agreement and the Dealer Agreement.
Section 6.7 Approval of Attorney General. No proceedings regarding the Notes shall be valid until
the Attorney General of the State of Texas shall have approved the proceedings in connection therewith.
Section 6.8 Approval of Offering Memorandum. The preparation, execution and delivery of an
offering memorandum for the Commercial Paper Notes and any supplements thereto which may be necessary
to accomplish the issuance of Commercial Paper Notes are hereby authorized, in such form and with such
changes therein as shall be approved by an Authorized Officer or the Board, with an Authorized Officer’s
execution of the Officers Pricing Certificate or other certificate for the Commercial Paper Notes to constitute
conclusive evidence of such approval.
Section 6.9 Ongoing Continuing Disclosure Covenant. To the extent required by the provisions
of U.S. Securities and Exchange Commission Rule 15c2-12, as amended (“Rule 15c2-12”), the Cities and the
Board agree to enter into an agreement to file financial information and operating data with respect to the
Commercial Paper Notes with such entities as are designated pursuant to the terms of said Rule 15c2-12. Under
the provisions of said Rule 15c2-12, as they exist on the date this Supplement is adopted, the Cities and the Board
are exempted from complying with the undertaking described in the first sentence of this Section, as the
Commercial Paper Notes are to be issued in the form of Commercial Paper Notes.
Section 6.10 Consent to Provide Information and Documentation to the Texas MAC. The
Municipal Advisory Council of Texas (the “Texas MAC”), a non-profit membership corporation organized
exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves
as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires
provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support
of the purpose of the Texas MAC and in compliance with applicable law, the Cities and the Board hereby
consent to and authorize any Authorized Officer, Bond Counsel, and/or financial advisor to the Board to provide
to the Texas MAC information and documentation requested by the Texas MAC relating to the Notes; provided,
however, that no such information and documentation shall be provided prior to the delivery of the Notes. This
consent and authorization relates only to information and documentation that is a part of the public record
concerning the issuance of the Notes.
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Section 6.11 Attorney General Modification. In order to obtain the approval of the proceeding and
the Notes by the Attorney General of the State of Texas, any provision of this Sixty-Seventh Supplement may be
modified, altered or amended after the date of its adoption if required by the Attorney General in connection with
the Attorney General’s examination as to the legality of the Notes and approval thereof in accordance with the
applicable law. Such changes, if any, shall be provided to the Board secretary who shall insert such changes into
this Sixty-Seventh Supplement as if approved on the date hereof.
Section 6.12 Public Meeting. It is officially found, determined, and declared that the meeting at
which this Sixty-Seventh Supplement is adopted was open to the public, and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this Sixty-Seventh Supplement,
was given, all as required by Chapter 551, Texas Government Code, as amended.
Section 6.13 Effective Date. This Sixty-Seventh Supplement shall be in full force and effect from
and upon its adoption.
[The Remainder of This Page is Intentionally Left Blank]
APPROVED AND PASSED BY THE DALLAS CITY COUNCIL THIS FEBRUARY 14, 2024.
CITY OF DALLAS:
T. C. Broadnax,
City Manager
APPROVED AS TO FORM:
Tammy L. Palomino,
City Attorney _
Ly— =
City
S-2
PASS BY THE FORT ORTH CITY COUNCIL THIS JANUARY 23, 2024.
May r, sty o orforth, Tex
(Seal)
ATTEST:
ecretary, City of Fort Worth, s
APPROVED AS TO FORM AND LEGALITY:
ty Attorney, City ort Worth, Texas
S-1
THE STATE OF TEXAS
COUNTY OF DALLAS
CITY OF DALLAS
I, Bilirae Johnson, City Secretary of the City of Dallas, Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of a Sixty -Seventh
Supplemental Concurrent Bond Ordinance that was duly presented and passed by the City Council
of the City of Dallas, at a regular meeting held on February 14, 2024, which ordinance is duly of
record in the minutes of said City Council and in the office of the City Secretary.
2. That said meeting was open to the public, and public notice of the time, place and
purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as
amended.
WITNESS MY HAND and seal of the City of Dallas, Texas, this May day of �2024.
O.
City
of exm
(SEAL)
January 31
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EXHIBIT A
DEFINITIONS
All terms not herein defined shall have the meanings given to said terms by the Master Bond
Ordinance and the Fifty-Fifth Supplement or as otherwise defined in this Sixty-Seventh Supplement. As used
in this Sixty-Seventh Supplement, the terms below defined shall be construed, are used and are intended to
have the following meanings, unless the text hereof specifically indicates otherwise:
The term “Advances” means advances or loans under the Promissory Note to refund Commercial
Paper Notes pursuant to a CP Credit Agreement.
The term “Bank” means any lender which becomes a party to a CP Credit Agreement, or any other
financial institution executing a CP Credit Agreement.
The term “Commercial Paper Note” means a Note issued pursuant to the provisions of this Sixty-
Seventh Supplement, having the terms and characteristics specified in Section 2.2 and in the form described
in Exhibit B hereto.
The term “CP Credit Agreement” means a Credit Agreement entered into with respect to Commercial
Paper Notes as authorized by Section 2.8 of this Sixty-Seventh Supplement.
The term “Dealer” shall mean each dealer appointed by the Board, through an Authorized Officer,
pursuant to this Sixty-Seventh Supplement and any successor thereto.
The term “Dealer Agreement” means each dealer agreement executed and delivered by the Board
and a Dealer pursuant to Section 3.4 hereof, as each such agreement may be amended from time to time
pursuant to the terms thereof.
The term “DTC” shall mean The Depository Trust Company, New York, New York, or any successor
securities depository.
The term “DTC Participant” shall mean securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations on whose behalf DTC was created to hold securities to
facilitate the clearance and settlement of securities transactions among DTC Participants.
The term “Eligible Project” shall mean Costs of the Airport authorized by the Acts.
The term “Extended Maturity Date” shall mean, for each Note, the date specified in the Issuance
Request as the maturity date to which the maturity of such Note may be extended, which maturity date shall
be a Business Day (which shall be specified in the confirmation sent to the Noteholder of the Note); provided,
that an Extended Maturity Date shall not be established in violation of the provisions of Section 2.2(a) or
2.2(b) of this Sixty-Seventh Supplement.
The term “Extended Rate” shall mean the rate of interest per annum determined by the following
formula:
The greater of (SIFMA Index + E) or F
The Extended Rate applicable to a Note will be determined by the Issuing and Paying Agent as provided in
Section 2.2(b) of this Sixty-Seventh Supplement. As used in the formula set forth above in this definition, the
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E and F variables shall be the fixed percentage rates, expressed in basis points and yields, respectively,
determined based on the Prevailing Ratings of Fitch, Moody’s and S&P, if then rating the Notes at the request
of the Board, as follows:
Prevailing Rating
Fitch Moody's S&P E Variable F Variable
F-1+ P-1 A-1+ 250 bps 7.00%
F-1 - A-1 350 bps 7.50%
F-2 P-2 A-2 550 bps 8.00%
Lower than F-2
(or rating withdrawn
for credit reasons)
Lower than P-2
(or rating withdrawn
for credit reasons)
Lower than A-2
(or rating withdrawn
for credit reasons)
Max Rate Max Rate
If the individual Prevailing Ratings indicate different E or F variables as a result of split ratings
assigned to the Notes, the E or F variable shall be the arithmetic average of those indicated by the Prevailing
Ratings. If the Board obtains another rating on the Notes from a credit rating agency, the Issuing and Paying
Agent shall, upon written direction of the Authorized Officer, following consultation with the Authorized
Officer and the Dealer, determine how the credit rating agency’s rating categories shall be treated for the
purpose of indicating an E or F variable. In no event shall the Extended Rate exceed the Maximum Interest
Rate.
The term “Extension Request” shall mean the instructions provided to the Issuing and Paying Agent
and the Dealer by an Authorized Officer to extend the Original Maturity Date of a Note to an Extended
Maturity Date, in substantially the form set forth in Exhibit D to this Sixty-Seventh Supplement.
The term “Fitch” shall mean Fitch Ratings, Inc. or, if such entity is dissolved or liquidated or
otherwise ceases to perform securities rating services, such other nationally recognized securities rating
agency as may be designated in writing by the Board.
The term “Issuance Request” shall mean the instructions provided to the Issuing and Paying Agent
by an Authorized Officer in the manner set forth in Section 3.1(b) of this Sixty-Seventh Supplement.
The terms “Issuing and Paying Agent,” “Paying Agent,” “Paying Agent/Registrar” and “Registrar”
shall mean with respect to the Notes the agent appointed pursuant to Sections 2.5 and 3.3 hereof, or any
successor to such agent.
The term “Issuing and Paying Agent Agreement” shall mean the Issuing and Paying Agent
Agreement, between the Board and the Issuing and Paying Agent, approved and authorized to be entered into
by Section 3.3 hereof, a form of which is attached hereto as Exhibit E, as from time to time amended or
supplemented, or any subsequent agreement entered into with any Issuing and Paying Agent regarding any
series of Notes.
The term “Master Note” shall mean the DTC master note, in substantially the form set forth in
Exhibit C to this Sixty-Seventh Supplement.
The term “Maximum Interest Rate” or “Max Rate” shall mean the lesser of: (i) ten percent (10%) per
annum and (ii) the maximum net effective interest rate permitted by law to be paid on obligations issued or
incurred by the Cities in the exercise of its borrowing powers (prescribed by Chapter 1204, Texas
Government Code, as amended).
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The term “Maximum Maturity Date” shall mean the fortieth (40th) anniversary of the effective date
of this Sixty-Seventh Supplement.
The term “Maximum Original Maturity Days” means 90 calendar days.
The term “Moody’s” shall mean Moody’s Investors Service or, if such entity is dissolved or
liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities
rating agency as may be designated in writing by the Board.
The term “Note” or “Notes” means the evidences of indebtedness authorized to be issued and at any
time outstanding pursuant to this Sixty-Seventh Supplement and shall include Commercial Paper Notes
(including the Master Note) or Promissory Notes as appropriate.
The term “Note Date” shall have the meaning given in Section 2.2.
The term “Note Payment Fund” shall mean that fund created pursuant to Section 2.10.
The term “Noteholder” shall mean the Registered Owner or any person, firm, association, or
corporation who is in possession of any Note issued to bearer or in blank.
The term “Original Maturity Date” shall mean, for each Note, the date specified in the Issuance
Request and in confirmation sent to the Noteholder of such Note as the date of maturity of the Note;
provided that the Original Maturity Date shall be a Business Day not less than one day and not greater than
the Maximum Original Maturity Days from the Note Date, and shall not extend beyond the Maximum
Maturity Date.
The term “Original Rate” shall mean, for each Note, the rate of interest per annum borne by such
Note to the Original Maturity Date as specified in the applicable Issuance Request. The Original Rate shall
not exceed the Maximum Rate.
The term “Prevailing Rating” shall mean, at the time of determination and with respect to each
Rating Agency then providing a rating on the Notes at the request of an Authorized Officer, the rating
assigned to the Notes by such Rating Agency, or any comparable future designation by such Rating Agency,
as the case may be.
The term “Promissory Note” means a promissory note issued pursuant to the provisions of this Sixty-
Seventh Supplement and a CP Credit Agreement in evidence of Advances made by the Bank to refund any
Commercial Paper Note, or the interest thereon, having the terms and characteristics contained in a CP Credit
Agreement and issued in accordance therewith, including any renewals or modifications thereof.
The term “Rating Agency” shall mean each of Fitch, Moody’s and S&P, if such entity is then
providing a rating on the Notes at the request of an Authorized Officer.
The term “Registered Owner” shall mean the person or entity in whose name any Note is registered
in the Registration Books.
The term “Registration Books” shall mean books or records relating to the registration, payment,
and transfer or exchange of the Notes maintained by the Issuing and Paying Agent pursuant to Section 2.6
hereof.
A-4
The term “S&P” shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC
business, or, if such entity is dissolved or liquidated or otherwise ceases to perform securities rating services,
such other nationally recognized securities rating agency as may be designated in writing by the Board.
The term “SIFMA” means the Securities Industry and Financial Markets Association.
The term “SIFMA Index” means (i) the seven-day high grade market index of tax-exempt variable
rate demand obligations, as produced by Municipal Market Data and published or made available by
SIFMA or any person acting in cooperation with or under the sponsorship of SIFMA or (ii) if such index is
not published, such other publicly available rate as the Board, acting through an Authorized Officer (in
consultation with the Dealers) shall deem most nearly equivalent thereto. Such index may be expressed as
a percentage of (more or less than, or equal to, 100%) and/or a fixed spread to another index.
The term “Sixty-Seventh Supplement” shall mean this Sixty-Seventh Supplemental Concurrent
Bond Ordinance adopted by the Cities and effective February 14, 2024.
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EXHIBIT B
FORM OF NOTE
UNITED STATES OF AMERICA
STATE OF TEXAS
CITIES OF DALLAS AND FORT WORTH
DALLAS FORT WORTH INTERNATIONAL AIRPORT
SUBORDINATE LIEN JOINT REVENUE
COMMERCIAL PAPER NOTE, TAX-EXEMPT SERIES II (NON-AMT)
Note Interest Note
Number Rate _ Date $
On (the “Original Maturity Date”) for value received, the Cities of Dallas
and Fort Worth, Texas (the “Cities”)
Promise To Pay To The Order of
The Principal Sum Of
Payable At
(the “Issuing and Paying Agent”),
and to pay interest, if any, on said principal amount, specified above, from the above specified Note Date on
said Original Maturity Date at the per annum Interest Rate specified above (computed on the basis of actual
days elapsed and a 365-day or 366-day year, as applicable) solely from the sources hereinafter identified and
as hereinafter stated;
If the Original Maturity Date shall have been extended to the Extended Maturity Date, as provided
in the Sixty-Seventh Supplement (hereinafter defined), the interest accrued on this Note to the Original
Maturity Date will be paid on the Original Maturity Date. The principal amount of this Note will be payable
on the Extended Maturity Date, and after the Original Maturity Date, this Note shall bear interest from the
Original Maturity Date to the Extended Maturity Date, at the per annum Extended Rate described below
(computed on the basis of actual days elapsed and a 365-day or 366-day year, as applicable) solely from
the sources hereinafter identified and as hereinafter stated.
Both principal and interest on this Note shall be payable in immediately available lawful money of
the United States of America at the principal corporate office of the Issuing and Paying Agent, specified
above, or its successor.
No interest will accrue on the principal amount hereof after said Original Maturity Date or, if the
Original Maturity Date shall have been extended to the Extended Maturity Date, after said Extended
Maturity Date, or the date fixed for redemption of this Note.
If the Original Maturity Date is before the 15th day of the month, and an Authorized Officer
exercises its option in accordance with the Sixty-Seventh Supplement to extend the Original Maturity Date
of this Note to an Extended Maturity Date, interest accruing after the Original Maturity Date shall be payable
on the first Business Day of the next month and on the first Business Day of each month thereafter and on
the Extended Maturity Date for, or the date fixed for redemption of, this Note. If the Original Maturity Date
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is on or after the 15th day of the month, and an Authorized Officer exercises its option in accordance with
the Sixty-Seventh Supplement to extend the Original Maturity Date of this Note, interest shall be payable on
the first Business Day of the second succeeding month and on the first Business Day of each month thereafter
and on the Extended Maturity Date for, or the date fixed for redemption of, this Note.
The Extended Rate shall be the rate of interest per annum determined by the following formula:
The greater of (SIFMA Index + E) or F
The Extended Rate applicable to this Note will be determined weekly by the Issuing and Paying
Agent based on the Prevailing Ratings and other information available as of 11:00 a.m., New York, New
York time, on the Original Maturity Date of this Note and each Thursday thereafter and will apply from that
date through the following Wednesday or, if earlier, the applicable Extended Maturity Date, or the date fixed
for redemption of this Note. As used in the formula set forth above, the E and F variables shall be the fixed
percentage rates, expressed in basis points and yields, respectively, determined based on the Prevailing
Ratings of the Rating Agencies then rating the Notes at the request of an Authorized Officer, as follows:
Prevailing Rating
Fitch Moody's S&P E Variable F Variable
F-1+ P-1 A-1+ 250 bps 7.00%
F-1 - A-1 350 bps 7.50%
F-2 P-2 A-2 550 bps 8.00%
Lower than F-2
(or rating withdrawn
for credit reasons)
Lower than P-2
(or rating withdrawn
for credit reasons)
Lower than A-2
(or rating withdrawn
for credit reasons)
Max Rate Max Rate
If the individual Prevailing Ratings indicate different E or F variables as a result of split ratings
assigned to the Notes, the E or F variable shall be the arithmetic average of those indicated by the Prevailing
Ratings. If the Board obtains another rating on the Notes from a credit rating agency, the Issuing and Paying
Agent shall, upon written direction of the Authorized Officer, following consultation with the Authorized
Officer and the Dealer, determine how the credit rating agency’s rating categories shall be treated for the
purpose of indicating an E or F variable. In no event shall the Extended Rate exceed the Maximum Interest
Rate.
This Commercial Paper Note is one of an issue of Notes (the “Notes”) which has been duly
authorized and issued in accordance with the provisions of a Master Bond Ordinance, as amended, (the
“Master Bond Ordinance”), the Fifty-Fifth Supplemental Concurrent Bond Ordinance (the “Fifty-Fifth
Supplement”) and the Sixty-Seventh Supplemental Concurrent Bond Ordinance thereto (the “Sixty-Seventh
Supplement”; the provisions of the Master Bond Ordinance and the Fifty-Fifth Supplement are incorporated
by reference in the Sixty-Seventh Supplement and the Master Bond Ordinance, Fifty-Fifth Supplement and
the Sixty-Seventh Supplement shall hereinafter be referred to collectively as the “Supplement”) passed by
the Cities for the purpose of financing Costs of the Airport of Eligible Projects (each as defined in the
Supplement) and to refinance, renew and refund the Notes and other Subordinate Lien Obligations and
Obligations; all in accordance and in strict conformity with the provisions of Applicable Law. Capitalized
terms used herein and not otherwise defined shall have the meaning given in the Supplement.
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By acceptance of this Note, in the event principal of this Commercial Paper Note is not paid on the
Original Maturity Date, the Noteholder hereof agrees to surrender this Note to the Issuing and Paying Agent
in exchange for a new Note having the Extended Maturity Date.
This Note shall not be subject to redemption at the option of the Cities to its Original Maturity Date.
If the Cities and the Board, acting through an Authorized Officer, exercise their option to extend the
maturity of this Note to the Extended Maturity Date (or this Note is automatically extended to the Extended
Maturity Date), this Note may be redeemed on any date after its Original Maturity Date, at the option of an
Authorized Officer, at a redemption price equal to par (100%), plus accrued and unpaid interest to the
redemption date. To exercise its redemption option, an Authorized Officer shall provide not less than one
(1) nor more than twenty-five (25) calendar days’ notice to the Issuing and Paying Agent. The Issuing and
Paying Agent will notify DTC of the Notes to be redeemed within one Business Day of receipt of such
notice.
This Note is a special obligation of the Cities payable from and secured solely by the Pledged Funds
and Pledged Revenues deposited under Section 5.2(b)(v) of the Master Bond Ordinance on a parity with
Subordinate Lien Obligations. The Pledged Funds and Pledged Revenues are pledged to the payment of the
principal of, premium, if any, and interest on this Note and other Subordinate Lien Obligations as the same
shall become due and payable, subject to the superior pledge of and lien on Pledged Funds and Pledged
Revenues in favor of the Outstanding Obligations, Additional 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 Master Bond Ordinance or by an Additional
Supplemental Ordinance, such revenues and funds being owned in undivided interests by the City of
Dallas (to the extent of 7/11ths thereof) and by the City of Fort Worth (to the extent of 4/11ths thereof);
and, each and every Noteholder shall by his acceptance of this Note consent and agree that no claim,
demand, suit, or judgment for the payment of money shall ever be asserted, filed, obtained or enforced
against either of the Cities apart from the other City and from sources other than the funds and revenues
pledged thereto; and no liability or judgment shall ever be asserted, entered or collected against either
City individually, except out of such pledged revenues and exceeding in the case of the City of Dallas
an amount equal to 7/11ths of the total amount asserted or demanded, and in the case of the City of Fort
Worth an amount equal to 4/11ths of the total amount asserted or demanded. The Noteholders hereof
shall never have the right to demand payment of this obligation out of any funds raised or to be raised by
taxation.
Reference is hereby made to the Supplement, copies of which may be obtained upon request to the
Board, and by acceptance of this Note the Noteholder hereof hereby assents to all of the terms and
provisions of the Supplement, including, but not limited to, provisions relating to definitions of terms; the
description of and the nature of the security for the Notes and the Pledged Revenues and Pledged Funds; the
conditions upon which the Supplement may be amended or supplemented with or without the consent of the
Noteholders; and the right to issue obligations payable from and secured by the Pledged Revenues and
Pledged Funds.
It is hereby certified and recited that all acts, conditions, and things required by law and the
Supplement to exist, to have happened, and to have been performed precedent to and in the issuance of this
Note, do exist, have happened, and have been performed in regular and in due time, form, and manner as
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required by law and that the issuance of this Note, together with all other Notes, is not in excess of the
principal amount of Notes permitted to be issued under the Supplement.
This Note has all the qualities and incidents of a negotiable instrument under the laws of the State of
Texas.
This Note may be registered to bearer or to any designated payee. Title to any Note registered to
bearer shall pass by delivery. If not registered to bearer, this Note may be transferred only on the books
maintained at the designated office of the Issuing and Paying Agent. Upon surrender hereof at the
designated office of the Issuing and Paying Agent, this Note may be exchanged for a like aggregate
principal amount of fully registered (which registration may be to bearer) Notes of authorized denominations
of like interest rate and maturity, but only in the manner, and subject to the limitations, and upon payment of
the charges provided in the Supplement and upon surrender and cancellation of this Note.
This Note shall not be entitled to any benefit under the Supplement or be valid or become obligatory
for any purpose until this Note shall have been authenticated by the execution by the Issuing and Paying
Agent of the Certificate of Authentication hereon.
The Cities covenant to pay the principal of and interest on this Note when due, whether by reason
of maturity or redemption prior to maturity.
IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile
seal of that City to be placed hereon and this Note to be signed by the facsimile signature of its Mayor and
countersigned by the facsimile signatures of its City Manager and City Secretary; and the City Council of
the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this Note
to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City
Secretary, and approved as to form and legality by its City Attorney.
COUNTERSIGNED:
City Manager, Mayor,
City of Dallas, Texas City of Dallas, Texas
City Secretary,
City of Dallas, Texas
[SEAL]
COUNTERSIGNED:
City Secretary, Mayor,
City of Fort Worth City of Fort Worth
B-5
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
[SEAL]
B-6
ISSUING AND PAYING AGENT’S CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes delivered pursuant to the within mentioned Sixty-Seventh Supplement.
,
as Issuing and Paying Agent
By: Authorized Signatory
[The remainder of this page intentionally left blank.]
B-7
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
Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof, with full power substitution
in the premises.
DATED:
Signature Guaranteed
NOTICE: The signature of the registered owner
must be guaranteed by a member of the New York
Stock Exchange or a commercial
bank or trust company.
NOTICE: The signature on this Assignment must
correspond with the name of the registered owner as
it appears upon the face of the within
Note in every particular.
[The remainder of this page intentionally left blank.]
C-1
EXHIBIT C
FORM OF MASTER NOTE
The Depository Trust Company
A subsidiary of The Depository Trust & Clearing Corporation
MUNICIPAL COMMERCIAL PAPER — DFW AIRPORT MASTER NOTE
Tax Exempt
__________________________________________
(Date of Issuance)
The Cities of Dallas and Fort Worth, Texas (“Issuer”), for value received, hereby promises to pay to Cede
& Co., as nominee of The Depository Trust Company, or to registered assigns: (i) the principal amount,
together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on
the records of Issuer (the “Underlying Records”) as being evidenced by this Master Note, which Underlying
Records are maintained by U.S. Bank Trust Company, National Association, (“Paying Agent”); (ii) interest
on the principal amount of each such obligation that is payable in installments, if any, on the due date of
each installment, as specified on the Underlying Records; and (iii) the principal amount of each such
obligation that is payable in installments, if any, on the due date of each installment, as specified on the
Underlying Records. Interest shall be calculated at the rate and according to the calculation convention
specified on the Underlying Records. Payments shall be made solely from the sources stated on the
Underlying Records by wire transfer to the registered owner from Paying Agent without the necessity of
presentation and surrender of this Master Note.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE
SET FORTH ON THE REVERSE HEREOF.
This Master Note is a valid and binding obligation of Issuer.
Not Valid Unless Countersigned for Authentication by Paying Agent.
CITIES OF DALLAS AND FORT WORTH, TEXAS
By: _______________________________ By: __See attached signatures___
(Authorized Countersignature) (Authorized Signature)
C-2
The provisions of the Dallas Fort Worth International Airport Subordinate Lien Joint Revenue
Commercial Paper Note, Tax-Exempt Series II (Non-AMT), a form of which is attached hereto, are
incorporated herein and made a part hereof for all purposes.
At the request of the registered owner, Issuer shall promptly issue and deliver one or more separate note
certificates evidencing each obligation evidenced by this Master Note. As of the date any such note
certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be
evidenced by this Master Note.
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto
(Name, Address, and Taxpayer Identification Number of Assignee)
the Master Note and all rights thereunder, hereby irrevocably constituting and appointing
________________________ attorney to transfer said Master Note on
the books of Issuer with full power of substitution in the premises.
Date: ___________________________________
Signature(s) Guaranteed: (Signature)
Notice: The signature on this assignment must correspond
with the name as written upon the face of this Master
Note, in every particular, without alteration or
enlargement or any change whatsoever.
Unless this certificate is presented by an Authorized Officer of The Depository Trust Company, a New York
corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is requested by an Authorized Officer
of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an Authorized
Officer of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
Signature Page to:
C-3
Municipal Commercial Paper – TECP
Dallas Fort Worth International Airport Subordinate Lien Joint Revenue
Commercial Paper Note, Tax-Exempt Series II (Non-AMT)
COUNTERSIGNED:
City Manager, Mayor,
City of Dallas, Texas City of Dallas, Texas
City Secretary,
City of Dallas, Texas
[SEAL]
COUNTERSIGNED:
City Secretary, Mayor,
City of Fort Worth City of Fort Worth
APPROVED AS TO FORM AND LEGALITY:
City Attorney,
City of Fort Worth, Texas
[SEAL]
D-1
EXHIBIT D
FORM OF EXTENSION REQUEST
Date ___________________
[Name and Address of Issuing and Paying Agent]
[Name and Address of Dealer]
EXTENSION REQUEST
Ladies and Gentlemen:
This certificate is provided pursuant to the requirements of Section 2.2(c) of the Sixty-Seventh
Supplemental Concurrent Bond Ordinance (the “Sixty-Seventh Supplement”) adopted by the Cities
of Dallas and Fort Worth, Texas (the “Cities”), with respect to the issuance of the Dallas Fort Worth
International Airport Subordinate Lien Joint Revenue Commercial Paper Notes, Tax-Exempt Series II
(Non-AMT) (the “Series II Notes”), for the purpose of requesting the extension of a Series II Note, as
provided herein. Capitalized terms used herein and not otherwise defined shall have the meaning
given in the Sixty-Seventh Supplement.
(a) The Series II Note is in the principal amount of $__________, bears interest at the
stated rate of ____%, and has a stated Original Maturity Date of __________, 20__.
(b) The Extended Maturity Date of the Series II Note shall be _______, 20__, which is a
Business Day.
(c) The certifications made in the Issuance Request delivered in connection with the initial
issuance of the Series II Note are confirmed.
(d) The term of the Series II Note, as extended to the Extended Maturity Date, does not
exceed 270 calendar days.
DALLAS FORT WORTH
INTERNATIONAL AIRPORT
By ________________________________
Authorized Officer
E-1
EXHIBIT E
ISSUING AND PAYING AGENT AGREEMENT
F-1
EXHIBIT F
DEALER AGREEMENT