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HomeMy WebLinkAboutOrdinance 18764-08-2009ORDINANCE NO 18764-08-2009 DALLASIFORT WORTH INTERNATIONAL AIRPORT FORTY THIRD SUPPLEMENTAL CONCURRENT BOND ORDINANCE Passed concurrently by the Cite Councils ofthe Cites of Dallas ~d Fort Worth. Texas authorizing $310 000 000 aggregate principal amount of DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, SERIES 2009A Passed by the City Council of the Cit<~ of Dallas ?009 Passed by the Cite Council ofthe City of Fort Worth ?009 Effective 009 rd ~plemental rdntance TABLE OF CONTENTS Paee Preambles 1 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS 2 Section 1 1 Short Title 2 Section 1.2. Definitions 2 Section ] .3 Table of Contents, Titles and Headings 4 Section 1 4 Interpretation. 4 Section 1.5 Declarations and Additional Rights and Limitations Under Controlling Ordinances 4 ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS 6 Section 2.1 Purposes of Ordinance 6 Section 2.2. Pledge, Security for Sources of Payment of Bonds 6 ARTICLE III GENERAL TERMS AND PROVISIONS REGARDING THE BONDS 6 Section 3 1 Authorization 6 Section 3.2. Initial Date, Denominations, Number Maturity Initial Registered Owner Characteristics of the Initial Bond and Expiration Date of Delegation 7 Section 3.3 Medium, Method and Place of Payment 8 Section 3 4 Ownership 9 Section 3.5 Registration, Transfer and Exchange 9 Section 3.6 Cancellation and Authentication. 10 Section 3 7 Temporary Bonds 10 Section 3 8 Replacement Bonds ] 1 Section 3.9 Book Entry Only System ] 1 Section 3 l0 Successor Securities Depository 12 Section 3 11 Payments to Cede & Co. ] 2 ARTICLE 1V REDEMPTION OF BONDS BEFORE MATURITY 13 Section 4 1 Limitation on Redemption 13 Section 4.2. Optional Redemption 13 Section 4.3 Partial Redemption 13 Section 4 4 Mandatory Redemption of Certain Bonds 13 Section 4.5 Notice of Redemption to Holders 14 Section 4 6 Conditional Notice of Redemption. 14 Section 4 7 Payment Upon Redemption 14 Section 4 8. Effect of Redemption 14 ARTICLE V PAYING AGENT/REGISTRAR........ 15 Section 5 1 Appointment of Initial Paying Agent/Registrar 15 Section 5.2. Qualifications 15 Section 5.3 Maintaining Paying Agent/Registrar 15 Section 5 4 Termination 15 Section 5.5 Notice of Change I S Section 5 6 Agreement to Perform Duties and Functions 15 iii TABLE OF CONTENTS Page Section 5 7 Delivery of Records to Successor 15 ARTLCLE VI FORM OF THE BONDS 16 Section 6 1 Form Generally l6 Section 6.2. Form of Bond 16 Section 6.3 CUSIP Registration. 24 Section 6 4 Legal Opinion 24 ARTICLE VII EXECUTION APPROVAL, REGISTRATION SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS 24 Section 7 l Method of Execution, Delivery of Initial Bond 24 Section 7.2. Approval and Registration 25 Section 7.3 TEFRA Approval 25 Section 7 4 Approval of Credit Agreements 25 Section 7.5 Official Statement 25 Section 7 6 Attorney General Modification 25 Section 7 7 Further Action 25 Section 7 8 Refunding and Redemption of Refunded Obligations 26 ARTICLE VIII GENERAL PROVISIONS 26 Section 8 ] Deposit and Uses of Bond Proceeds Section 8.2. Payment of the Bonds Section 8.3 Representations and Covenants Section 8.4 Covenants Regarding Tax Exemption Section 8.5 Disposition of Project Section 8 6 Bond Insurance ARTICLE 1X REPEAL, SEVERABILITY AND EFFECTIVE DATE Section 9 1 Ordinance Irrepealable Section 9.2. Severability Section 9.3 Effective Date Signatures... Schedule I -Refunded Obligations Exhibit A Form of Underwriting Agreement Exhibit B Form of Notice of Redemption Exhibit C Fonn of Preliminary Official Statement 26 26 26 27 29 29 30 30 30 30 30 »> CITY OF DALLAS ORDINANCE NO CITY OF FORT WORTH ORDINANCE NO. 18764-08-2009 FORTY THIRD SUPPLEMENTAL CONCURRENT BOND ORDINANCE AUTHORIZING DALLASlFORT WORTH INTERNATIONAL AIRPORT .JOINT REVENUE REFUNDING BONDS, SERIES 20Q9A, FOR LAWFUL PURPOSES; PROVIDING THE SECURITY THEREFORE, PROVIDING FOR THE SALE, EXECUTION AND DELIVERY THEREOF SUBJECT TO CERTAIN PARAMETERS, AND PROVIDING OTHER TERMS, PROVISIONS AND COVENANTS WITH RESPECT THERETO. WHEREAS, prior to the adoption of this ordinance ("herein defined nd ited as the `Forty Third Supplemental Concurrent Bond Ordinance as the or this `Ordi lance"), the City Councils of the Cities of Dallas and port Worth. Texas (the `Cities"j passed the Thirtieth Supplemental Concurrent Bond Ord nce (defined and cited herein as the Thirtieth Ordinance') relating to the Dallas/Fort North International Airport (the Airport"); nd WHEREAS, the Thirtieth Ordinance amended nd upplemented the pnor •d Hance of the Cities that defined therein as the 19b8 Ordinance and WHEREAS, the 1968 Ordinance, as amended nd upplemented by the Thirtieth Ordinance, and the Thirtieth Ordinance, constitute the strolling bond ordinances of the Cities (herein deft ed together the `C strolling Ordinances') that relate to the financing of the .Airport and that, together (i) prescribe the terms nd nditions upon the basis of which the Additional Obl gations, Credit A~~reements, ~d Parity Credit Agreement Obligations may be issued id executed; td. (i) provide and establish the pledge, security nd liens securing the Cities special obligations to pay Then due the Outstand Obl gations. the Initial Obligations, Parity C edit A reement Obligations, and any Additional Obligations; and WHEREAS, the Cihr Councils of the Cities of Dallas nd Fort Worth, April 28 id April 27 2004 spectively oncurrently adopted the Thirty-Ninth Supplemental Concurrent Bond Ordi uthonzing the suance of the Dallas/Fort Worth 1 ~temational Airport Joint Revenue Auction Rate Refunding Bonds, Seri 2004A (the `Series 2004A Bonds'). the aggregate principal count of $129 5U 000 ($64 875 OOU for the Subseries 2004A 1 Bonds and $64.875 OOU for the Subsenes 2004A Bonds) td WHEREAS, the City Counc Is ~f the Cities of Dallas nd Fort Worth, February 8 nd February 7 2006 specbvely concurrently adapted the Fort} F• st Supplemental Conc nt Bond Ordinance uthonzing i.)te of the Ilallas/Fort Worth 1 ~ternational Airpart Joint Revenue Refunding Bonds, Seri 200bA (the `Series 3006A Bonds `), the aggregate principal amount of $310.305,000• nd VI'IIGREAS, each City Council hereby fi ids td deternt that the efund n~* of all or portion. oi'the utstandi maturities of the Series 2(10=1A Bands d Series ?006A Bonds described in Schedule I (the 'Ref tded Obligat 1 the best Merest )f the Lines. and rd itemental Urdinsnce WHEREAS, each City Council hereby finds and determines that it is not practical to determine on the date hereof the aggregate amount by which the debt service payments on the bonds authorized hereby being the Dallas/Fort Worth International Airport Joint Revenue Refunding Bonds, Series 2009A (the `Bonds"), exceed the debt service payments on the Refunded Bonds, and that the issuance of the Bonds is m the best interest of the Cities in order to restructure the annual debt service requirements, WHEREAS, this Ordinance is adopted for the purpose of, among the other purposes set forth below refunding all or a portion of the Refunded Obligations, as set forth in the Officers Pricing Certificate; and WHEREAS, in accordance with the Controlling Ordinances, the Cities have been requested by the Dallas/Fort Worth International Airport Board (the `Board") to issue Additional Obligations pursuant to this Ordinance to refund all. or a portion of the Refunded Obligations and for other purposes as further described in Section 3 1 and WHEREAS, each City Council finds and determines that the meeting at which this Ordinance was adopted was open to the public, and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by Applicable Law• NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH. ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section ] 1 Short Title. This Ordinance may hereafter be cited in other documents and without further description as the `Forty Third Supplemental Concurrent Bond Ordinance. Section 1.2. Definitions. The capitalized terms used herein, including in the preambles hereto, that are not otherwise defined herein shall have the same meanings and definitions as are applied to such terms, respectively in, or incorporated into, the Controlling Ordinances. Additionally unless otherwise expressly provided or unless the context clearly requires otherwise, the following additional terms shall. have the respective meanings specified below Authorized Officer -means the Chief Executive Officer the Executive Vice President and Chief Financial Officer and the Vice President Finance of the Board, and, in the event any of such positions is renamed or otherwise reorganized, including any person holding or exercising the duties of any comparable position. Bond means any of the Bonds. Bond Date means the date of such Bonds as designated in the Officers Pricing Certificate. Bonds mean the bonds described in Section 3 1 43rd Supplemental Ordinance-8 2 Closing Date means the date on which the Bonds are actually delivered to and paid for by the Purchaser Designated Pavment/Transfer Office means (i) with respect to the initial Paying Agent/Registrar named herein, its office in Dallas, Texas, or such other location as may be designated by the Paying Agent/Registrar and (.ii) with respect to any successor Paying Agent/Registrar the office of such successor designated and located as may be agreed upon by the Cities and such successor DTC means The Depository Trust Company of New York, New York, or any successor securities depository DTC Participant means brokers and dealers, banks, trust companies, clearing corporations and certain. other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among such parties. Initial Bond means the Bonds described in Section 3.2 with the insertions required by Section 6.2(d). Insurer or Insurers means the issuer of the Policy or of the Policies if more than one are issued, as certified by an Authorized Officer on the Closing Date. Interest Pavment Date means the date or dates upon which interest on the Bonds is scheduled to be paid until the applicable Stated Maturity Date or Mandatory Redemption Date, as determined in the Officers Pricing Certificate. Mandatory Redemption Dates mean the dates on which the Cities are obligated to redeem Bonds in advance of their respective Stated Maturity Dates in accordance with Section 4 4 Master Paving Agent Agreement means the paying agent agreement previously executed by the Board and the Paying Agent/Registrar that specifies the duties and .responsibilities of the Paying Agent/Registrar with respect to bonds or other obligations issued by the Cities in relation to the Airport. Officers Pricing Certificate means the certificate to be executed by one or more of the Authorized Officers pursuant to Section 3.2 and attached as Schedule II to the Underwriting Agreement. Ordinance means this Ordinance and all amendments hereof and supplements hereto. Original Issue Date means the Closing Date of the Bonds. Paving Agent/Registrar means The Bank of New York Mellon Trust Company N.A., or any successor thereto as provided in this Ordinance. Policy or Policies means the policy or policies of municipal bond insurance relating to the Bonds issued on the Closing Date by the Insurer or the Insurers if more than one. Purchaser means the person, firm or entity or the group thereof, or the representative of such group, initially purchasing the Bonds issued hereunder from the Cities pursuant to the Underwriting Agreement. 43rd Supplemental Ordinance-8 3- Rebate Fund means the special fund required to be created and maintained in Section 8 4 and is the type of fund referred to in the definition of that term in the Thirtieth Ordinance. Record Date means the 15th day of the month next preceding an Interest Payment Date. Representation Letter means the `Blanket Letter of Representations" between the Cities and DTC, as approved and ratified in Section 3.9(c). Stated Maturity Dates mean the respective dates on which the Bonds are stated to mature in accordance with Section 3.2(b). Thirtieth Ordinance means the Thirtieth Supplemental Concurrent Bond Ordinance passed by the City Councils of the Cities and effective on February 23 2000 Underwriting Agreement means the Underwriting Agreement hereafter entered into as contemplated and authorized in Section 3.2(b). Section 1.3 Table of Contents, Titles and Headings. The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision. hereof or in ascertaining intent, if any question of intent should arise. Section 1 4 Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Article and Section references shall mean references to Articles and Sections of this Ordinance unless designated otherwise. (c) If any one or more of the covenants, provisions or agreements contained herein should be contrary to Applicable Law then such covenants, provisions or agreements shall be deemed separable from the remaining covenants, provisions, and agreements hereof, and shall in no way affect the validity of the remaining covenants, provisions, and agreements contained in this Ordinance. Section 1.5 Declarations and Additional Rights and Limitations Under Controlling Ordinances. (a) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and supplemented, the Cities declare and provide as follows. (i) The Bonds are Additional Obligations that are authorized by Section 3.2 of the Thirtieth Ordinance. (ii) The Bonds are not Interim Obligations. (iii) Each Policy is a Credit Agreement, and each Insurer is a Credit Provider However a Policy does not create a Parity Credit Agreement Obligation. A Policy if any entered into for the purpose of providing all or a portion of the amount equal to the Debt Service Reserve Requirement is hereby declared to be a Credit Agreement that is on a parity with Subordinate Lien Obligations; provided however the provisions of 43rd Supplemental Ordinance-8 -4- subsection 5.2(b)(iii) of the Thirtieth Ordinance shall continue to apply with respect to any deficiencies in the Debt Service Reserve Fund, including any costs of a Policy with respect to the Debt Service Reserve Fund. (iv) Administrative Expenses shall include the fees and expenses owed to the Paying Agent/Registrar (v) The amount of the Debt Service Reserve Requirement on account of the Bonds is an amount that is not less than the average annual Debt Service that will be required to be paid on or with respect to all Outstanding Obligations as of the date following the delivery of the Bonds. In the event that the amount on deposit in the Debt Service Reserve Fund is less than the amount required, as determined in the Officers Pricing Certificate, the amount specified in Section 8.1 shall be deposited to the Debt Service Reserve Fund out of the proceeds of the Bonds or shall be used to enter into a Credit Agreement to satisfy the Debt Service Reserve Requirement. (vi) The Stated Maturity Dates and the Mandatory Redemption Dates established in accordance with Article III are Principal Payment Dates for the purposes of the Thirtieth Ordinance (vii) Each Insurer as a Credit Provider is authorized to give and withdraw notices of default under the provisions of Section 7 1(vii) of the Thirtieth Ordinance. (viii) Each of the Authorized Officers is designated and appointed as an officer" of the Cities for the limited purposes of administering this Ordinance, including particularly the related documents and agreements described herein in accordance with Chapters 1207 and 1371. Government Code, as amended. (ix) This Ordinance is an Additional Supplemental Ordinance. (b) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and supplemented, the following additional rights and limitations are granted and imposed. (i) No amendment to the Controlling Ordinances or this Ordinance shall be approved or adopted pursuant to any of Sections 8.2, 8.3 8 4 or 8.5 of the Thirtieth Ordinance, whether with or without the consent of the Holders, unless and until the same is approved by the Insurer to the extent required under the terms of the Credit Agreement. (ii) The Cities shall have the right to amend. the Outstanding Ordinances, the Controlling Ordinances, and this Ordinance without the consent of or notice to the Holders, for any purpose not prohibited by Section 8.3 of the Thirtieth Ordinance, if such amendment is approved by the Insurer and such other Credit Providers, if any as may be required by an Additional Supplemental Ordinance. (iii) Whenever in this Ordinance, or in the Controlling Ordinances, the right is granted to redeem Bonds in advance of a Stated Maturity Date, any such redemption may be accomplished with any lawfully available money The Bonds may be redeemed according to their respective terms, and pro rata redemptions are not required. All money delivered to the Paying Agent/Registrar for the purpose of paying the principal of and interest on Bonds shall be held uninvested by the Paying Agent/Registrar 43rd Supplemental Ordinance-8 5- (iv) In the event of the occurrence of an Event of Default, the right of acceleration of the Stated Maturity Date or the Mandatory Redemption Date of any Bond or of any Parity Credit Agreement Obligation is not granted as a remedy and the right of acceleration is expressly denied. (v) The specific information that must be provided pursuant to the disclosure requirements of Section 10 1 of the Thirtieth Ordinance with respect to the Bonds shall be (A) the audited financial statements of the Board for each Fiscal Year ending on and after September 30 2009 and (B) the annual financial information shall be the operating data relating to the Bonds set forth in the numbered tables in the official statement relating to the issuance of the Bonds. In connection with the issuance of the Bonds, the Rule, as amended by 17 CFR Part 240/Release No 34-59062, will be effective and the Cities shall comply with such amendments. The Board shall provide such information on behalf of the Cities. (vi) Pursuant to the terms of Section 8.4 of the Thirtieth Ordinance, Holders of the Bonds confirm that the Credit Providers, whether or not related to the Bonds, have the right to consent to amendments to the Controlling Ordinances, the Forty Third Ordinance and the Outstanding Ordinances without notice to or the consent of the Holders of the Bonds. ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS Section 2.1 Purposes of Ordinance. The purposes of this Ordinance are to prescribe the specific terms and provisions of the Bonds, to extend expressly the pledge, lien, security and provisions of the Controlling Ordinances to and for the benefit of the Holders, to provide certain covenants to and for the benefit of each Insurer and/or Credit Provider and to sell the Bonds to the Purchaser Section. 2.2. Pledge, Security for, Sources of Payment of Bonds. (a) The pledge, the security and the filing provisions of Sections 2.2 and 2.4 respectively of the Thirtieth Ordinance are hereby expressly restated, fixed, brought forward and granted to the Holders, and to each Insurer as a Credit Provider (b) The Bonds, as Additional Obligations" under the Controlling Ordinances, are secured by a lien on and pledge of the Pledged Revenues and the Pledged Funds on a parity with the Prior Obligations, the Initial Obligations, and any other Additional Obligations that are Outstanding, and with Parity Credit Agreement Obligations, if any that are unpaid from time to time, as declared and provided in Section 2.2 of the Thirtieth Ordinance. ARTICLE III AUTHORIZATION GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3 l Authorization. Additional Obligations, to be designated `Dallas/Fort Worth International Airport Joint Revenue Refunding Bonds, Series 2009A, are hereby authorized to be issued and delivered in accordance with Applicable Law and as provided herein and in the Officers Pricing Certificate. The Bonds shall be issued and the proceeds thereof shall be used, together with other available funds, if any for the purpose of refunding all or a portion of the Refunded Obligations, as set forth in the Officers Pricing Certificate and/or to pay the Cities and the Board s costs incurred in 43rd Supplemental Ordinance-8 -6- connection with the issuance of the Bonds, including the costs of the Policy or Policies for Insurance, if any Section 3.2. Initial Date, Denominations, Number, Maturity Initial Registered Owner Characteristics of the Initial Bond and Expiration Date of Delegation (a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated the date designated as prescribed below in the denomination and maximum aggregate principal amount of $310 000,000, numbered T 1 payable in annual installments of principal. to the initial registered owner thereof (to be determined by the Authorized Officers, as hereinafter provided), or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the `registered owner"), with the annual installments of principal of the Initial Bond to be payable on the dates, respectively and in the principal amounts, respectively to be stated in the Initial Bond as set forth in this Ordinance and the Officers Pricing Certificate, and as provided in this Ordinance, but with the final installment of principal (the maximum term) to be not later than November ] 2024 (b) As authorized by Chapters 1207 and 1371 Texas Government Code, as amended, the Authorized Officers and the City Managers are hereby authorized, appointed, and designated as the officers or employees of the Cities authorized to act on behalf of the Cities in the selling and delivering of the Initial Bond and carrying out the other procedures specified in this Ordinance, including the determination of the price at which the Initial Bond will be sold, the amount of each Principal Installment issued hereunder in the maximum aggregate principal amount of $310 000 000 the due date of each Principal Installment hereof, which shall be November ] in each year in which a Principal Installment is due, the rate of interest to be borne by each Principal Installment issued hereunder the redemption features, including any requirements of Mandatory Redemption, and all other matters relating to the issuance, sale, and delivery of the Initial Bond and the Bonds. The Authorized Officers and the City Managers, acting for and on behalf of the Cities, are authorized to enter into and carry out the Underwriting Agreement in substantially the form attached hereto as Exhibit A as approved by the City Attorneys of the Cities with the parties indicated in Exhibit A, at such price, in the aggregate principal amount, with such Principal Installments, with such interest rates, with such redemption features and other matters, as shall be determined by the Authorized Officers and set forth therein and in the Officers Pricing Certificate, provided that: (i) the price to be paid for the Initial Bond shall not be less than 95% of the initial aggregate principal amount thereof with a maximum underwriter's discount of 60% and (ii) no installment of principal of the Initial Bond shall bear interest at a rate greater than 6 00% per annum. It is further provided, however that, notwithstanding the foregoing provisions, the Initial Bond shall not be delivered unless prior to delivery the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Applicable Law In connection with the issuance and delivery of the Bonds, each of the Authorized Officers, acting for and on behalf of the Cities, is authorized to set out in the Officers Pricing Certificate such information as contemplated herein. The Officers Pricing Certificate shall include such information as such. Authorized Officer(s) deem appropriate or is required by this Ordinance. (c) Each of the Authorized Officers is authorized to establish which maturity or maturities, if any shall be insured based on recommendations of the Co-Financial Advisors of the Airport, and such Authorized Officer(s) shall specify the name or names of the Insurer or Insurers in the Underwriting Agreement and shall specify therein which maturity or maturities, if any will be insured. (d) The Initial Bond (i) may be prepaid or redeemed prior to the respecti ~e scheduled due dates of installments of principal thereof as provided for in this Ordinance and in the Officers Pricing Certificate, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM 43rd Supplemental Ordinance-8 7 OF BOND set forth in this Ordinance and as determined by an Authorized Officer as provided. herein and in the Officers Pricing Certificate, with such changes and additions as are required to meet the terms of the Underwriting Agreement and the Officers Pricing Certificate, including the name as to which the Initial Bond shall be registered. (e) In the event the Underwriting Agreement shall not be executed on or before 5.00 p.m. on November 30 2009 the delegation of authority to the Authorized Officers pursuant to this Ordinance shall cease to be effective unless the City Council of each of the Cities shall act .to extend such delegation. Section 3.3 Medium, Method and Place of Payment. (a) The principal of, premium, if any and interest on the Bonds shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Bonds shall be payable to the Holders whose names appear in the Obligation Register (as defined in Section 3.5) at the close of business on the Record Date, provided, however that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter anew record date for such interest payment (a `Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the. payment of such interest have been received from the Cities or the Board. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the `Special Payment Date, which shall be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the Special. Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) Interest on the Bonds shall be paid by check (dated as of the Interest Payment Date) and sent by the Paying Agent/Registrar to the Holder entitled to such payment, United States mail, first class postage prepaid, to the address of the Holder as it appears in the Obligation Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest is to be paid, provided, however that such person shall bear all risk and expenses of such other customary banking arrangements. Upon written request of a registered owner of at least $ l ,000 000 in principal amount of Bonds, all payments of the principal of redemption premium, if any and interest on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such registered owner (d) The principal of each Bond shall be paid to the Holder on the due date thereof (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Designated Payment/Transfer Office. (e) If a date for the payment of the principal of or interest on a Bond is a Saturday Sunday legal holiday or a day on which banking institutions in the Cities or in the city in which the Designated Payment/Transfer Office is located, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day and payment on such date shall have the same force and effect as if made on the original date payment was due. (f) Subject to any applicable escheat, unclaimed property or similar and Applicable Law unclaimed payments remaining unclaimed by the Holders entitled thereto for three years after the applicable payment or redemption date shall be paid to the Board and thereafter neither the Cities, the Paying Agent/Registrar nor any other person shall be liable or responsible to any Holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds. 43rd Supplemental Ordinance-8 -g- (g) The unpaid principal balance of the Initial Bond shall bear interest as set forth in such Initial Bond to the respective scheduled due dates, or to the respective. dates of prepayment or redemption, of the Principal Installments, and said interest shall be payable to the registered owner thereof, all in the manner provided and on the dates fixed by the Authorized Officers in accordance with this Ordinance and the Officers Pricing Certificate, and with interest rates as fixed by the Authorized Officers in accordance with this Ordinance and the Officers Pricing Certificate, and as set forth in the Underwriting Agreement. Section 3 4 Ownership. (a) The Cities, the Board, the Paying Agent/Registrar and any other person may treat each Holder as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and premium, if any thereon, and for the further purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to each Holder on the Record Date), and for all other purposes, whether or not such Bond is overdue, and neither the Cities, the Board, nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary (b) Al] payments made to the person deemed to be the Holder in accordance with this Section shall be valid and effectual and shall discharge the liability of the Cities, the Board, and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.5 Registration, Transfer and Exchange. (a) So long as any Bonds remain outstanding, the Board shall cause the Paying Agent/Registrar to keep a register (the `Obligation Register") at its principal trust office in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance. (b) Ownership of any Bond may be transferred in the Obligation Register only upon the presentation and surrender thereof at the Paying Agent's Designated Payment/Transfer Office for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar evidencing assignment of the Bonds, or any portion thereof in any integral multiple of $5 000 to the assignee or assignees thereof, and the right of such assignee or assignees thereof to have the Bond or any portion thereof registered in the name of such assignee or assignees. No transfer of any Bond shall be effective until entered in the. Obligation Register Upon assignment and transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar in conversion and exchange for such transferred and assigned Bond. To the extent possible the Paying Agent/Registrar will issue such new Bond or Bonds in not more than three business days after receipt of the Bond to be transferred m proper form and with proper instructions directing such transfer (c) Any Bond may be converted and exchanged only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar together with a written request therefor duly executed by the registered owner or assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. If a portion of any Bond is redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in the denomination. or denominations of any integral multiple of $5 000 at the request of the registered owner and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. To the extent possible, a new Bond or Bonds shall be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds in not 43rd Supplemental Ordinance-8 9- more than three business days after receipt of the Bond to be exchanged in proper form and with proper instructions directing such exchange. (d) Each Bond issued in exchange for any Bond or portion thereof assigned, transferred or converted shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall convert and exchange the Bonds as provided herein, and each substitute Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such substitute Bond is delivered. (e) The Board will pay as Administrative Expenses, the Paying Agent/Registrar's reasonable and customary charge for the initial registration or any subsequent transfer exchange or conversion of the Bonds, but the Paying Agent/Registrar will require the Holder to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer exchange or conversion of a Bond. In addition, the Cities hereby covenant with the Holders of the Bonds that the Board will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with. respect to the transfer registration, conversion and exchange of Bonds as provided herein. (f) Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption, in whole or in part, where such redemption. is scheduled to occur within 45 calendar days after the transfer or exchange date; provided, however such limitation shall not be applicable to an exchange by the Holder of the uncalled principal balance of a Bond. Section 3.6 Cancellation and Authentication. All Bonds paid or redeemed before their Stated Maturity Dates in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be canceled upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of the canceled Bonds in accordance with Applicable Law Section 3 7 Temporary Bonds. (a) Following the delivery and registration of the Initial Bond issued hereunder and pending the preparation of definitive Bonds, the proper officers of the Cities may execute and, upon the Cities or the Board s request, the Paying Agent/Registrar shall authenticate and deliver one or more temporary Bonds that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions. and other variations as the officers of the Cities executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds ~n temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Cities or the Board, without unreasonable delay shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form, thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar the Paying Agent/Registrar shall cancel the Bonds in temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same 43rd Supplemental Ordinance-8 I~- aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner Section 3.8 Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar at the Designated Payment/Transfer Office, of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Cities, the Board, or the Paying Agent/Registrar may require the Holder of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar pursuant to Subchapter D of Chapter 1201. Government Code, as amended, and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Holder first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond, (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Cities to save them harmless, (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed, and (iv) satisfies any other reasonable requirements imposed by the Cities and the Paying Agent/Registrar (c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Cities, the Board, and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Cities, the Board, or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar in its discretion, instead of issuing a replacement Bond, may pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.9 Book Entry Only System. (a) The definitive Bonds -shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in Section 3 10 all of the outstanding Bonds shall be registered in the name of Cede & Co as nominee of DTC. 43rd Supplemental Ordinance-8 11 (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Ordinance. Without limiting, the immediately preceding sentence, the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Holder as shown on the Obligation Register of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Holder as shown in the Register of any amount with respect to principal of, premium, if any or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary the Cities, the Board, and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Obligation Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any and. interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfer with respect to such Bond, and for all other purposes whatsoever The Paying Agent/Registrar shall pay all principal of, premium, if any and interest on the Bonds only to or upon the order of the respective Holders, as shown in the Obligation Register or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Cities obligations with respect to payment of, premium, if any and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Holder as shown in the register shall receive a certificate evidencing the obligation of the Cities to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word. `Cede & Co. in this Ordinance shall refer to such new nominee of DTC. (c) The `Blanket Representation Letter" setting respective duties with. respect to the Bonds has been previously executed and delivered by an Authorized Officer and made applicable to the Bonds delivered in book-entry-only form to DTC, as securities depository therefor is hereby ratified and approved for the Bonds. Section 3 10 ,Successor Securities Depository In the event that the Cities, the Board, or the Paying Agent/Registrar determine that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the Cities, the Board, or the Paying Agent/ Registrar shall (i) appoint a successor securities depository qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934 as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC In such event, the Bonds shall no longer be restricted to being registered in the Obligation Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository or its nominee, or in whatever name or names Holders transferring or exchanging Bonds shall. designate, in accordance with the provisions of this Ordinance. Section 3 11 Payments to Cede & Co Notwithstanding any other provision of this Ordinance to the contrary so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all 43rd Supplemental Ordinance-8 12 payments with respect to principal of, premium, if any and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively in the manner provided in the Representation Letter ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4 1 Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided in this Article IV and the Officers Pricing Certificate. Section 4.2. Optional Redemption. (a) The Authorized Officers shall specify in the Underwriting Agreement, Officers Pricing Certificate, Initial Bond, and in the Bonds such. rights of optional redemption, if any and the Redemption Prices therefor that are to be reserved by the Cities. (b) To the extent the Bonds are subject to optional redemption, the Board, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of the Bonds to be redeemed. Section 4.3 Partial Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to Section 4.2, the Board shall have the right to determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call at random the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts for redemption as determined by the Board in its sole discretion. (b) A portion of a single Bond of a denomination greater than $5 000 may be redeemed, but only in a principal amount equal to $5 000 or any integral multiple thereof. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each $5 000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. (c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar in accordance with Section 3.5 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (d) The Paying Agent/Registrar shall promptly notify the Board in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Sectton 4 4 Mandatory Redemption of Certain Bonds. (a) The Authorized Officers shall specify in the Underwriting Agreement, Officers Pricing Certificate, Initial Bond and in the Bonds such obligations to redeem the Bonds mandatorily and the Redemption Prices therefor as are to be imposed on the Cities. (b) Subject to the provisions of subsection (c) of this Section, when less than all of the Bonds of a specified maturity on a specified Stated Maturity Date are required to be redeemed as determined in accordance with this Section, the Board, acting on behalf of the Cities, shall have the right and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof within a maturity that are to be called for redemption. A portion of a single Bond of a denomination greater than $5 000 may be redeemed, but only in a principal amount equal to $5 000 or an integral multiple thereof. The Paying Agent/Registrar shall treat each $5 000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. Upon surrender of any Bond for redemption m part, the Paying 43rd Supplemental Ordinance-8 13- Agent/Registrar shall authenticate and deliver an exchange Bond or Bonds in an aggregate amount equal to the unredeemed portion of the Bond so surrendered. (c) In lieu of the procedure described in .subsection (b) of this Section, if less than all of the Bonds of a Stated Maturity Date are required to-be redeemed, the Cities and the Board shall have the right to accept tenders of Bonds of the applicable Stated Maturity Date and to purchase Bonds of such maturity in the open markets at any price that is less than the applicable Redemption Price for the Bonds required to be redeemed. Section 4.5 Notice of Redemption to Holders. (a) The Paying Agent/Registrar shall give notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Holder of each. Bond (or part thereof) to be redeemed, at the address shown on the Obligation Register (b) The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Section 4.6 Conditional Notice of Redemption. With respect to any optional redemption of Bonds, unless certain prerequisites to such redemption required by the Controlling Ordinances or this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any and interest on the Bonds to be redeemed shall have been received by the Paying Agent prior to the giving of such notice of redemption, such notice shall state that said redemption may at the option of the Board, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent on or prior to the date fixed for such redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Board shall not redeem such Bonds and the Paying Agent shall notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. Section 4 7 Payment Upon Redemption. (a) Before or on each redemption date, the Board on behalf of the Cities shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the Board and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any and accrued interest on the Bonds being redeemed, or the tender or negotiated price in the case of Bonds tendered or purchased under Section 4 4(c). (b) Upon. presentation and surrender of any Bond called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. Section 4 8 Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.5 of this Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Cities fail. in their obligation to make provision for the payment of the princ>pal thereof, redemption premium, if any or accrued interest thereon on the date fixed for redemption, such Bonds or portions thereof shall cease to bear interest from 43rd Supplemental Ordinance-8 l 4- and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the Cities shall fail to make provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the Cities. ARTICLE V PAYING AGENT/REGISTRAR Section 5 1 Appointment of Initial Pang A;?ent/Registrar The Bank of New York Mellon Trust Company N.A., is hereby appointed as the initial Paying Agent/Registrar for the Bonds, under and subject to the terms and provisions of the Master Paying Agent Agreement. Section 5.2. Qualifications. The Paying Agent/Registrar shall be a commercial bank, a trust company organized under applicable laws, or any other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.3 Maintaining Paling A eg nt/Re ig stray (a) At all times while any Bonds are Outstanding, the Cities will maintain a Paying Agent/Registrar that is qualified under Section 5.2 of this Ordinance. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Board will promptly appoint a replacement. Section 5 4 Termination. The Cities, acting through the Board, upon not less than 60 days notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination, provided, that such termination shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for the Bonds. Section 5.5 Notice of Change. Promptly upon each change in the entity serving as Paying Agent/Registrar the Board will cause notice of the change to be sent to each Holder and Insurer by first class United States mail, postage prepaid, at the address in the Obligation Register stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar Section 5 6 Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar, the Paying Agent/Registrar acknowledges receipt of copies of the Controlling Ordinances and this Ordinance, and is deemed to have agreed to the provisions of thereof, and to perform the duties and functions of Paying Agent/Registrar prescribed therein and herein. Section 5 7 Delivery of Records to Successor If a Paying Agent/Registrar is replaced, such Paying Agent/Registrar promptly upon the appointment of the successor will deliver the Obligation Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Registrar 43rd Supplemental Ordinance-8 15- ARTICLE VI FORM OF THE BONDS Section 6 1 Form Generallv (a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts of the State, the Certificate of the Paying Agent/Registrar and the Assigmment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) 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) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the Board. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The Bonds, including the Initial Bond submitted to the Attorney General of Texas and any temporary Bonds, shall be typed, printed, lithographed, photocopied or engraved, and may be produced by any combination of these methods or produced in any other similar manner all as determined by the officers executing such Bonds, as evidenced by their execution thereof. Section 6.2. Form of Bond. The form of Bond, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State, the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as follows. (a) [Form of Bond] REGISTERED REGISTERED No United States of America State of Texas Cities of Dallas and Fort Worth DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE REFUNDING BOND, SERIES 2009A INTEREST RATE. MATURITY DATE. ORIGINAL ISSUE DATE. CUSIP NO pay to 2009 The Cities of Dallas and Fort Worth, Texas (the `Cities"), for value received, hereby promise to or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS 43rd Supplemental Ordinance-8 16- unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of 2009 or the most recent interest payment date to which interest has been paid or provided for until such principal amount shall have been paid or provided for at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months; such interest to be paid semiannually on May ]and November 1 of each year commencing , 2009 Interest on the Bonds shall accrue from 2009 Capitalized terms appearing herein that are defined terms in the Ordinances defined below have the meanings assigned to them in the Ordinances. Reference is made to the Ordinances for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of this Bond at the corporate trust office in Dallas, Texas (the `Designated Payment/Transfer Office'), of The Bank of New York Mellon Trust Company N.A. or with respect to a successor Paying Agent/Registrar at the Designated Payment/Transfer Office of such successor Interest on this Bond is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/Registrar or by such other customary banking arrangements acceptable to the Paying Agent/Registrar requested by and at the risk and expense of, the person to whom interest is to be paid. Upon written request of a registered owner of at least $1 000,000 in principal amount of Bonds, all payments of the principal of, redemption premium, if any and interest on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such registered owner For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the `Record Date, which shall be the l5th day of the month next preceding such interest payment date• provided, however that in the event of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter a new record date for such interest payment (a `Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the `Special Payment Date, which shall be I S days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday Sunday .legal holiday or a day on which banking institutions in the Cities or in the city in which the Designated Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a series of fully registered bonds specified in the title hereof, dated August 1 2009 issued in the aggregate principal amount of $310 000 000 issued pursuant to the authority of Chapter 22, Texas Transportation Code, as amended, Chapters 1207 1371 and 1503 Texas Government Code, as amended and the `Controlling Ordinances, as defined in the Forty Third Supplemental Concurrent Bond Ordinance adopted concurrently by the City Councils of the Cities (the `Forty Third Supplemental Ordinance') The Controlling Ordinances and the Forty Third Supplemental Ordinance are herein collectively referred to as the `Ordinances. This Bond is one of the Additional Obligations authorized by the Ordinances and is subject to the terms and provisions thereof The Ordinances and their respective terms and provisions are incorporated herein for all purposes. 43rd Supplemental Ordinance-8 17 The Bonds were issued by the Cities for the purposes of obtaining funds to refund certain Obligations previously issued by the Cities and/or to pay the Cities and the Board s costs incurred in connection with the issuance of the Bonds, including the costs of the Policy or Policies, if any The Bonds-and the interest thereon are payable from, and are secured by a first lien on and pledge of the Pledged Revenues and the Pledged Funds. The lien on and pledge of the Pledged Revenues and Pledged Funds created and granted in the Ordinances in favor of the Bonds is on a parity with the lien and pledge thereof granted by the Cities in favor of the Holders of Outstanding Obligations, the Initial Obligations, and any Additional Obligations or Parity Credit Agreement Obligations that may be issued or executed pursuant to the Controlling Ordinances, as defined and permitted therein. The Cities have reserved. the right in the Ordinances to issue Additional Obligations and Parity Credit Agreement Obligations that, after Issuance, may be secured by liens on and pledges of the Pledged Revenues and Pledged Funds on a parity with the lien thereon in favor of the Bonds. The Cities have also reserved the right in the Ordinances to issue Subordinate Lien Obligations, and Net Revenue Obligations and Credit Agreement Obligations in connection therewith, provided the lien and pledge securing the same are expressly made junior and subordinate to the pledge and lien securing the Obligations and Parity Credit Agreement Obligations. All covenants requiring the Cities to pay principal and interest or other payments on Obligations, Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations shall be joint, and not several, obligations, and all monetary obligations shall be payable and collectible solely from the revenues and funds expressly pledged thereto by the Ordinances or by an Additional Supplemental Ordinance, such revenues and funds being owned in undivided interests by the City of Dallas (to the extent of 7/1 lths thereof) and by the City of Fort Worth (to the extent of 4/1 lths thereof), and, each and every Holder shall by his acceptance of this Bond consent and agree that no claim, demand, suit, or judgment for the payment of money shall ever be asserted, filed, obtained or enforced against either of the Cities apart from the other City and from sources other than the funds and revenues pledged thereto and no liability or judgment shall ever be asserted, entered or collected against either City individually except out of such pledged revenues and exceeding in the case of Dallas an amount equal to 7/1 lths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/] lths of the total amount asserted or demanded. The Holders hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. The Cities have reserved the right and option to redeem the Bonds maturing in the years through inclusive, in whole or part, in principal amounts equal to $5 000 or any integral multiple thereof, before their respective maturity dates, on November 1 or on any date thereafter at a price equal to the principal amount thereof, plus interest to the date fixed for redemption, without premium. [The Cities reserve the right, at their option, to redeem the Term Bond maturing on November 1 in each of the years November 1 , on November 1 or any date thereafter at the principal amount thereof, plus accrued interest, if any to the date fixed for redemption, without premium.] If less than all of the Bonds are to be redeemed, the Board shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity and in such principal amounts, for redemption. 43rd Supplemental Ordinance-8 18- The Bonds maturing November 1 shall be redeemed prior to stated maturity in part at random on November l as indicated, in each of the years set forth below from moneys required to be deposited to the credit of the Debt Service Fund at the principal amount thereof and accrued interest to date of redemption, without premium. Such required sinking fund installments as to each maturity are as follows. BONDS MATURING NOVEMBER 1, Year Amount BONDS MATURING NOVEMBER 1, Year Amount BONDS MATURING NOVEMBER 1, Year Amount BONDS MATURING NOVEMBER 1, Year Amount BONDS MATURING NOVEMBER 1, Year Amount The Paying Agent/Registrar will select at random the specific Bonds (or with respect to Bonds having a denomination in excess of $5 000 each $5 000 portion thereof) to be redeemed by mandatory redemption.. The principal. amount of Bonds required to be redeemed on any redemption date pursuant to the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the Board on behalf of the City by the principal amount of any Bonds having the same maturity which, at least 45 days prior to the mandatory sinking fund redemption date (i) shall have been acquired by the Board on behalf of the City at a price not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously credited to a mandatory sinking fund redemption. 43rd Supplemental Ordinance-8 19- Notice of such redemption or redemptions shall be given by frst class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice, from and after such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. T be cluded ily if Underwriting Agreement erves fights of optional edemption nd/or stablishes more Sinking Funds nd provides for mandatory edemption. The Terms, to the nt ary shall nform the language the Officer's Pricing Certificate. As provided in the Ordinances, and. subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar and, thereupon, one or more new fully registered Bonds of the same stated maturity of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The Cities, the Board, the Paying Agent/Registrar and any other .person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Cities, the Board, nor the Paying Agent/Registrar shall be affected by notice to the contrary IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the series of which it is a part is duly authorized by law• that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have Happened in regular and due time, form and manner as required by law (Execution Page Follows) 43rd Supplemental Ordinance-8 20- IN WITNESS WHEREOF the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this Bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its City Manager and City Secretary• and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this Bond to be signed by the facsimile signature of its Mayor countersigned by the facsimile signature of its City Secretary and approved as to form and legality by its City Attorney COUNTERSIGNED• City Manager City of Dallas, Texas City Secretary City of Dallas, Texas COUNTERSIGNED• Mayor City of Dallas, Texas City Secretary Mayor City of Fort Worth, Texas City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney City of Fort Worth, Texas 43rd Supplemental Ordinance-8 21 (b) [Form of Certificate of Paying Agent/Registrar] CERTIFICATE OF PAYING AGENT/REGISTRAR This is one of the Bonds referred to in the within mentioned Ordinances. The series of Bonds of which this Bond is a part was originally issued as one Initial Bond which was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Paying Agent/Registrar Dated. By Authorized Signatory (c) [Form of Assignment] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee) (Social Security or other identifying number )the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the premises. Dated. Signature Guaranteed By Authorized Signatory (d) Initial. Bond Insertions. NOTICE The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner satisfactory to the Paying Agent/Registrar (i) The Initial Bond shall be in the form set forth in paragraph (a) of this Section, except that: 43rd Supplemental Ordinance-8 22 (A) immediately under the name of the Bond, the headings `INTEREST RATE" and `MATURITY DATE" shall both be completed with the words As Shown Below" and `CUSIP NO _ deleted, (B) in the first paragraph. the words `on the Maturity Date" shall be deleted and the following will be inserted. on in the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Principal Interest Years Installments Rates (Information to be inserted in accordance with Section 3.2(b) hereof)" and (C) the Initial Bond shall be numbered T 1 (ii) The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond in lieu of the Certificate of the Paying Agent/Registrar• REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO THE STATE OF TEXAS I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has examined and approved this Bond as required by law and that he finds that it has been issued in conformity with the constitution and laws of the State of Texas, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE this [SEAL] Comptroller of Public Accounts of the State of Texas 43rd Supplemental Ordinance-8 23- Section 6.3 CUSIP Registration. The Cities may secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however that the presence or absence of CUSIP numbers on the .Bonds shall be of no significance or effect as regards the legality thereof and neither the Cities, the Board, nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Bonds. Section 6 4 Leal Opinion. The approving legal opinions of McCall, Parkhurst & Horton L.L.P and Vinson & Elkins L.L.P Co-Bond Counsel, shall be delivered to the Paying Agent/Registrar and the delivery thereof shall be acknowledged by the Paying Agent/Registrar on behalf of the Holders of the Bonds. ARTICLE VII EXECUTION, APPROVAL, REGISTRATION SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Section 7 1 Method of Execution, Delivery of Initial Bond. (a) Each of the Bonds shall be signed and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signatures of its City Manager and City Secretary and the corporate seal of that City shall be impressed, printed, lithographed or otherwise reproduced or placed on each. bond. Each of the Bonds shall be signed and executed on behalf of the City of Fort Worth by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary the same shall be approved as to form and legality by the manual or facsimile signature of the City Attorney of the City and its corporate seal shall be impressed, printed, lithographed or otherwise reproduced or placed upon each bond. All manual or facsimile signatures placed upon the Bonds shall have the same effect as if manually placed thereon, all to be done in accordance with Applicable Law (b) In the event the Mayor City Secretary City Manager or City Attorney of either of the Cities is absent or otherwise unable to execute .any document or take any action authorized herein, the Mayor Pro Tem, the Assistant City Secretary an Assistant City .Manager or an Assistant City Attorney respectively shall be authorized to execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tem .and the Assistant City Secretary and an Assistant City Manager and an Assistant City Attorney shall, for the purposes of this Ordinance, have the same force and effect as if such duties were performed by the Mayor City Secretary City Manager and City Attorney respectively If any officia] from either City whose manual or facsimile signature shall appear on the Bonds, shall cease to be such official before the Authentication of the Bonds or before delivery of the Bonds, such manual or facsimile signature shall nevertheless be valid and sufficient for all purpose as if such official had remained in such office. (c) On the Closing Date, one `Initial Bond, representing the entire principal amount of the Bonds, payable in stated installments to the Purchaser or its designee, executed by manual or facsimile signatures of the Mayors -and the City Manager of the City of Dallas and countersigned by the City Secretaries of the Cities and approved as to form and legality by the City Attorney of the City of Fort Worth, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State, will be delivered to the Purchaser or its designee: Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser registered defnitive Bonds as described in Section 3 7 (d) Except as provided below no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by 43rd Supplemental Ordinance-8 24- manual execution of the Paying Agent/Registrar It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/ Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond shall have attached thereto the Comptroller's Registration Certificate substantially in the form .provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State and that it is a valid and binding obligation of the Cities, and has been registered by the Comptroller Section 7.2. Approval and Re>istration. The Board is hereby authorized to have control and custody of the Bonds and all necessary records and proceedings pertaining thereto pending their delivery and the Chairman, and the officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of the Bonds or the Initial Bond to the Attorney General of the State of Texas and to .assure the investigation, examination and approval thereof by the Attorney General and their registration by the Comptroller of Public Accounts. Upon registration of the. Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds and the seal of the Comptroller shall be impressed, or placed in facsimile, on such certificate The Chairman of the Board and the Chief Executive Officer of the Airport shall be further authorized to make such agreements and arrangements with the purchasers of Bonds and with the Paying Agent/Registrar as may be necessary to assure that such Bonds will be delivered to such purchasers in accordance with the terms of sale. Section 7.3 TEFRA Approval. An Authorized Officer or the Assistant Vice President - Finance is hereby appointed to be the designated Hearing Officer for a public hearing, if applicable, .relating to the Bonds to be held for purposes of satisfying Section 147 of the Code and the Mayors are hereby authorized to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section ] 47 of the Code. Section 7 4 Approval of Credit Agreements. The Board is authorized to enter into Credit Agreements relating to the Bonds from time to time while the Bonds are Outstanding in accordance with Applicable Law Section 7.5 Official Statement. In connection with the offer and sale of the Bonds, a preliminary official statement and a final official statement are hereby duly authorized. A draft copy of the preliminary official statement has been presented to and considered at this meeting, and is attached as Exhibit C. The preparation, execution and delivery of a preliminary official statement and a final official statement for the Bonds and any supplements thereto which may be necessary to accomplish the issuance of Bonds are hereby authorized, in such form and with such changes therein as shall be approved by an Authorized Officer or the Board, with an Authorized Officer's execution of the Officers Pricing Certificate for the Bonds to constitute conclusive evidence of such approval. Section 7 6 Attorney General Modification. In order to obtain the approval of the Bonds by the Attorney General of the State of Texas, any provision of this Ordinance may be modified, altered or amended after the date of its adoption if required by the Attorney General in connection with the Attorney General s examination as to the legality of the Bonds and approval thereof in accordance with the applicable law Such changes, if any shall be provided to the City Secretary of each City and such City Secretary shall insert such changes into this Ordinance as if approved on the date hereof. Section 7 7 Further Action. The Authorized Officers and each of them are authorized, empowered and directed to execute such other documents in addition to those enumerated herein and to 43rd Supplemental Ordinance-8 25- take .such other actions as they deem necessary or advisable in order to carry out and perform the purposes of this Ordinance. Section 7 8 Refunding and RedemQtion of Refunded Obli;ations. (a) The Cities hereby direct that the Refunded Obligations, or such portion thereof specified in the Officers Pricing Certificate, be called for redemption on November 1 2009 or such other date as shall be specified in the Officers Pricing Certificate (the `Redemption Date") and that The Bank of New York Mellon Trust Company N.A., as successor paying agent for the Refunded Obligations (the `Escrow Agent"), deposit an amount sufficient, with investment earnings thereon, if any to pay the amount due on the Refunded Obligations on the Redemption Date, which amount represents the par amount of the outstanding principal amount of, plus accrued interest on, plus redemption premium, if any for the Refunded Obligations to the Redemption Date (the `Redemption Price"), all in accordance with the form of notice of .redemption prepared by the Escrow Agent and attached to the Escrow Agreement. The Refunded Obligations shall not bear interest after the Redemption Date. (b) The Authorized Officers are hereby authorized to execute the escrow agreement, which is hereby approved in the general form approved by the Board, with the Escrow Agent. The Escrow Agent is authorized to take such. steps as may be necessary or appropriate to purchase securities on behalf of the Board and to create and fund the Escrow Fund contemplated by the Escrow Agreement through the use of the proceeds of the Bonds and other lawfully available monies of the Board, and to use such monies to redeem the Refunded Obligations on the Redemption Date. ARTICLE VIII GENERAL PROVISIONS Section 8 1 Deposit and Uses of Bond Proceeds. The proceeds received from the sale of the Bonds, together with other available funds, if any shall be applied as follows. (i) an amount set forth in the Escrow Agreement shall be deposited into the Escrow Fund for the Refunded Obligations, and/or (ii) an amount equal to the Cities' and the Board s costs of issuance of the Bonds will be deposited into the Construction Fund. Section 8.2. Payment of the Bonds. While any of the Bonds are outstanding and unpaid, the Board shall make available to the Paying Agent/Registrar out of the Debt Service Fund or the Debt Service Reserve Fund, the amounts and at the times required by this Ordinance and the Controlling Ordinances, money sufficient to pay when due all amounts required to be paid by this Ordinance, the Controlling Ordinances, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if any that authorize the issuance of the Initial Obligations or Additional Obligations. Section 8.3 Representations and Covenants. (a) The Cities and the Board will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the Controlling Ordinances and this Ordinance; the Cities will promptly pay or cause to be paid from Pledged Revenues the principal of, interest on, and premium, if any with respect to, each. Bond on the dates and at the places and manner prescribed in each Bond, anal the Cities will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by the Controlling Ordinances and this Ordinance. (b) The Cities are duly authorized by Applicable Law to issue the Bonds, all action on their part for the issuance of the Bonds has been duly and effectively taken, and the Bonds in the hands of the Holders are and will be valid and enforceable special obligations of the Cities and the Board in accordance with their terms. 43rd Supplemental Ordinance-8 26- (c) The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Ordinance. Section 8.4 Covenants Regarding Tax Exemption. The Cities and the Board covenant to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the `Code"), the interest on which is not includable in the `gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Cities and the Board covenant as follows. (a) to take such action or refrain from such action which would result in the Bonds not being exempt facility bonds" as the term is defined in section 142 of the Code; in particular which would result in less than 95 percent of the Net Proceeds being used to provide an `airport" within the meaning of section 142(a)(1) of the Code ("Net Proceeds" meaning the sales proceeds of the Bonds less any sales proceeds invested in a reasonably required reserve and replacement fund); (b) all of the Net Proceeds of the Bonds will be used to pay (i) principal, interest, or redemption price on the Refunded Obligations, and {ii) issuance costs of, and accrued interest on the Bonds. (c) all of such Refunded Obligations will be retired prior to the date that is 90 days after the date on which the Bonds issued under this Ordinance are issued. (d) that at least 95 percent of the Net Proceeds of each issue of which the Refunded Obligations were a part (a `Prior Issue') have been expended for costs of property (the `Financed Property") that (A) either (1) were paid and incurred after the issue date of each of the Prior Issue that financed such cost, or (2) were paid prior to the issue date of such Prior Issue but meet the requirements of section 1 150-2 of the Treasury Regulations, (B) are properly chargeable for federal income tax ,purposes to the capital account of the Financed Property or would be so chargeable either with a proper election or but for a proper election to deduct such amounts, and (C) were incurred to provide `airport facilities, which may include both an `airport" within the meaning of section 142 of the Code and property that is functionally related and subordinate thereto within the meaning of section 1 103-8(a)(3) of the Treasury Regulations or directly related and essential. thereto within the meaning of Section 1 103-8(e)(2)(ii) of the Treasury Regulations (for purposes of this covenant a storage or training facility shall be an `airport facility" only if such facility is directly related to the airport, and an office" shall be considered an `airport facility" only if such office is located on the premises of an airport and all but a de minimis amount of the functions to be perfornned at such office are directly related to the day-to-day operations at such airport) (e) that less than 25 percent of the Net Proceeds of the Prior Issues were used, directly or indirectly for the acquisition of land or an interest therein and no portion of the Net Proceeds of the Prior Issues were used, directly or indirectly for the acquisition of land or an interest therein to be used for farming purposes (for purposes of this covenant, land acquired for noise abatement purposes or for future use as an airport shall not be taken into account, if there is no other significant use of such land). (f) that no portion of the Net Proceeds of the Prior Issues were used for the acquisition of any existing property or an interest therein unless (A) the first use of such property is pursuant to such acquisition or (B) the rehabilitation expenditures with respect to any building and the equipment therefor equal or exceed 15 percent of the cost of acquiring such building financed with the Net Proceeds of the Prior Issue (with respect to structures other than buildings, this covenant shall be applied by substituting 43rd Supplemental Ordinance-8 27 100 percent for 15 percent and the term `rehabilitation expenditures" shall have the meaning set forth in section 147(d)(3) of the Code). (g) to take such action to assure at all times while the Bonds remain outstanding, the Financed Property will be owned by a governmental unit; (h) that no part of the Financed Property will constitute (i) .any lodging facility (ii) any retail facility (including food or beverage facilities) in excess of a size necessary to serve passengers and employees at the exempt facility (iii) any retail facility (other than parking) for passengers or the general public located outside the exempt facility terminal, (iv) any office building for individuals who are not employees of a governmental unit or of the operating authority for the exempt facility (v) any industrial park or manufacturing facility (vi) any airplane, (vii) any skybox or other private luxury box, (viii) any health club facility (ix) any facility primarily used for gambling, or (x) any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (i) that the maturity of the Bonds does not exceed 120 percent of the economic life of the Financed Property as more specifically set forth in section l47(b) of the Code, (j) that the costs of issuance to be financed with the proceeds of the Bonds do not exceed two (2) percent of the proceeds from the sale of the Bonds, (k) to refrain from taking any action that would result in the Bonds being `federally guaranteed" within the meaning of section 149(b) of the Code; (1) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly to acquire or to replace funds which were used, directly or indirectly to acquire investment property (as defined in section l48(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with (i) proceeds of the Bonds invested for a reasonable temporary period, within the meaning of Section 148 of the Code, of 90 days or less until such proceeds are needed for the purpose for which the bonds are issued, (ii) proceeds or amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1(b) of the Treasury Regulations, and (iii) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed l0 percent of the stated principal amount (or in the case of a discount, the issue price) of the Bonds; (m) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary to satisfy the requirements of section 148 of the Code (relating to arbitrage); n) to .create and maintain a Rebate Fund, as required below to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the `Excess Earnings, within. the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and 43rd Supplemental Ordinance-8 28- (o) to maintain such records as will enable the Cities and the Board to fulfill their responsibilities under this section and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Bonds. In order to facilitate the requirements of subsection (k) of this Section, the Rebate Fund shall be established and maintained by the Board, on behalf of itself and the Cities, for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other Person, including Holders and Credit Providers. Amounts on deposit in the Rebate Fund in accordance with section 148 of the Code shall be paid periodically to the United States of America in such amounts and at such times as are required by said section. The Cities and the Board understand that the term `proceeds" includes disposition proceeds, as defined in the Treasury Regulations, and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Cities and the Board that the covenants contained in this Ordinance are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S Department of the Treasury pursuant thereto In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Cities and the Board will not be required to comply -with any covenant contained herein to the extent that such failure to comply in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Cities and the Board agree to comply with the additional requirements to the extent necessary in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. Section 8.5 Disposition of Project. The Cities and -the Board covenant that the property constituting the projects financed or refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Cities or the Board of cash or other compensation, unless the Cities and the Board obtain an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Cities and the Board shall not be obligated to comply with this covenant if they obtain an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bonds. Section 8.6 Bond Insurance. The Bonds may be offered with one or more commitments for bond insurance provided by the Insurer or Insurers, with the bond insurance to be evidenced by one or more of the then current legal forms of the Policy or Policies. The Cities may sell one or more maturities of the Bonds based on such insurance but are not required to obtain bond insurance from another source if the Insurer does not honor or is unable to honor its obligations to deliver the Policy or Policies on the Closing Date. 1n the event such. insurance is not issued as to one or more maturities on the Closing Date, this Section shall be of no force and effect. In accordance with. the terms and conditions imposed by the Insurer or Insurers, and subject to the preceding sentence, the Cities covenant and agree that: (a) Upon the occurrence of an Event of Default which would require any Insurer to make payments under a Policy each obligated Insurer and its designated agent shall be provided with access to the registration books relating to the Bonds. In addition, each obligated Insurer shall be deemed the sole Holder of the Bonds that it has insured with respect to any action taken pursuant to Article VII of the Thirtieth Ordinance. In determining whether a payment default relating to the Bonds has occurred 43rd Supplemental Ordinance-8 29- pursuant to Section 7 ] (i) and (ii) of the Thirtieth Ordinance, no effect shall be given to payments made under any Policy Furthermore, notice of any payment default with respect to the Bonds shall be given immediately by the Board to each Insurer (b) Notwithstanding any other provision of this Ordinance, no resignation or removal of the Paying AgentlRegistrar shall become effective until a successor has been appointed and has accepted the duties of the Paying Agent/Registrar Each Insurer shall be furnished with written notice of the resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto. (c) The following information and data shall be provided to each Insurer by the Board periodically as follows. (i) Annually when available, the Airport budget as approved by the Cities and the annual audited financial statements. (ii) An official statement or offering document, if any prepared in connection with the issuance of any Obligations. (iii) Notice of any draw upon the Debt Service Reserve Fund. (iv) Simultaneously with the delivery of the annual audited financial statements such other statistical data concerning passenger statistics, landing weights and aircraft operations as are compiled and made generally available by the Airport. ARTICLE IX REPEAL, SEVERABILITY AND EFFECTIVE DATE Section 9 1 Ordinance Irre eatable. After any of the Bonds shall be issued, this Ordinance shall constitute a contract between the Cities, the Holders, and each Insurer and this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid, canceled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for -any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3 Effective Date. This Ordinance, when duly passed by both Cities, shall. be in full force and effect. (Execution Pages Follow) 43rd Supplemental Ordinance-8 30- APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS , 2009 APPROVED AS TO FORM. City Attorney City of Dallas, Texas 43rd Supplemental Ordinance-8 31 PASSED BY THE FORT WORTH CITY COUNCIL THIS , .2009 AT'I'ES'1'• City Secretary City of Fort Worth, Texas APP VED AS TO FORM AND LEGALITY City Attorney City of Fort Worth, Texas 43rd Supplemental Ordinance-8 32 SCHEDULE I SCHEDULE OF REFUNDED OBLIGATIONS Maturities Original Original Issue to be Redemption Redemption Series Issue Date Amount Refunded Date* Price Series 2004A Bonds May 20, 2004 $129 750,000 2009 2018 11/1/09 l00% 2024 11/1/09 100% Series 2006A Bonds March 16, 2006 $310,305,000 2009 2010 11/1/09 100% 2011 11/1/09 100% 2012 11/1/09 100% 2013 11/1/09 100% 2014 11/1/09 100% 2015 I1/l/09 100% *Or ch ther date as shall be specified the Officers Pricing Certificate. 43rd Supplemental Ordinance-8 Schedule I EXHIBIT A FORM OF UNDERWRITING AGREEMENT Al EXHIBIT B NOTICE OF REDEMPTION [Attached to Escrow Agreement] B-1 P- EXHIBIT C FORM OF PRELIMINARY OFFICIAL STATEMENT C1