HomeMy WebLinkAboutOrdinance 18765-08-2009ORDINANCE NO 18765-08-2009
DALLAS/FORT V1'ORTH INTERNATIONAL AIRPORT
FORTY FOURTH SUPPLEMENTAL CONCURRENT .BOND ORDINANCE
Passed concurrently by the City Councils of the Cities of Dallas and Fort W •th. 1"
ithorizing
$300,000 000
aggregate principal count
of
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE REFUNDING BONDS,
SERIES 2009E
Passed by the City C it of the Cit} of Dallas ?009
Passed by the City Council of the City f Fort W >rth ''009
Effecti ?009
TABLE OF CONTENTS
Page
Preambles
ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS 2
Section 1 1 Short Title 2
Section 1.2. Definitions 2
Section 1.3 Table of Contents, Titles and Headings 4
Section 1 4 Interpretation. 4
Section 1.5 Declarations and Additional. Rights and Limitations Under Controlling
Ordinances 4
ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS 6
Section 2.1 Purposes of Ordinance
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 6
Section 3.3 Medium, Method and Place of Payment g
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 10
Section 3.9 Book Entry Only System 11
Section 3 10 Successor Securities Depository 12
Section 3 11 Payments to Cede & Co 12
ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY 13
Section 4 1 Limitation on Redemption 13
Section 4.2. Optional Redemption 13
Section 4.3 Partial Redemption 13
Section 4 4 Mandatory Redemption of Certain Bonds 13
Section 4.5 Notice of Redemption to Holders 14
Section 4 6. 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 ] 5
Section 5.3 Maintaining Paying Agent/Registrar 15
Section. 5 4 Termination I S
Section 5.5 Notice of Change 15
Section 5 6 Agreement to Perform Duties and Functions. 15
TABLE OF CONTENTS
Paae
Section 5 7 Delivery of Records to Successor 15
ARTICLE VI FORM OF THE BONDS 15
Section 6 1 Form Generally 15
Section 6.2 Form of Bond 16
Section 6.3 CUSIP Registration... 24
Section 6 4 Legal Opinion 24
ARTICLE VII EXECUTION, APPROVAL, REGISTRATION SALE AND DELIVERY OF
BONDS AND RELATED DOCUMENTS 24
Section 7 1 Method of Execution, Delivery of Initial Bond 24
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 Payment of Tendered Obligations 26
Section 7.9 Dealer Manager Agreement 26
ARTICLE VIII GENERAL PROVISIONS
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 IX REPEAL, SEVERABILITY AND EFFECTIVE DATE
Section 9 1 Ordinance Irrepealable
Section 9.2. Severability
Section. 9.3 Effective Date
Signatures..
Schedule I -Tendered Obligations
Exhibit A Form of Underwriting Agreement
Exhibit B Form of Dealer Manager Agreement
Exhibit C Form of Invitation to Tender
Exhibit D Form of Preliminary Official Statement
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CITY OF DALLAS ORDINANCE NO.
CITY OF FORT WORTH URllINANCE NO. 18765-08-2009
FORTY FOURTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
AUTHORIZING DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE REFUNDING BONDS, SERIES 2009B, FOR LAWFUL
PURPOSES, PROVIDING THE SECURITY THEREFORE, PROVIDING FOR
THE SALE, EXECUTION AND DELIVERY THEREOF SUBJECT TU CERTAIN
PARAMETERS; AND PROVIDING OTHER TERMS, PROVISIONS AND
COVENANTS WITH RESPECT THERETO
WHEREAS, prior to the adoption of this rdinance (herei defined nd ited as the `Forty
Fourth Supplemental Concurrent Bond Ordinance or as the this `Ordinance '), the City C is of the
Cities of Dallas and F rt W rth, Texas (the `Cities') passed the Thirtieth Supplemental Concurrent Bond
Ordinance (defined and cited herein as the `Thirtieth Ordinance') elat ng to the Dallas/For[ VV rth
International Airport (the A rport"); and
WHEREAS, the Thirtieth Ordinance amended and upplemented the prior rdinance of the
Cities that is defined therein as the 1968 Ordinance id
WHEREAS, the 1968 Ordinance, as mended and supplemented by the Thirtieth Ordinance, td
the Thirtieth Ordinance, now constitute the ntroll ng bond rdinances of the Cities (herein defined
together as the `Controlling Ordinances") that relate to the financing of the Airport nd that, together (i)
prescribe the terms and conditions ipon the basis of which the Additional Obl gations, C edit
Agreements, nd Parity Credit Agreement Obligations ay be ed td executed, td (••) provide and
establish the pledge. security and 1 wring the Cities special obligations to pay when due the
Outstanding Obligations, the I itial Obl gations, any Parity Credit Agreement Obligations, and ny
Additional Obl gations; and
WHEREAS, the City Councils of the Cities of Dallas nd Fort Vl% rth, April 28 and April 27
2004 espectively qtly adopted the Fortieth Supplemental Concurrent Bond Ordinance
uthorizing the issuance of the Dallas/Fort Worth International A rport ,Joint Revenue I ~provement
Bonds, Series 2004B (the 'Series 20048 Bonds '), the aggregate principal count of $207 000 000•
nd
WHEREAS, the City C Is of the Cities of Dallas nd Fort 4yorth, June 7 td June 19
2007 spectively urrently adopted t17e Fartv Second Supplemental Concurrent Bond Ord
~ut}~oriiing the of the Dallas/Fort Worth International A rport Joint Revenue Refunding Bonds,
Series 2007 (the `Series 2007 Bonds"}, the ggregate principal mount of $102,45 000• nd
WHEREAS, ch City Council, nt
+herebv the Board Id ek the of Marv tender of ill
Serres "'0048 Bonds ~d Series 200 13oncl described
prices t17at would be the best Merest ~f the Cities, nd
th th 1 ition, rpproved tender program
portion !~ the utstandin~, atunties of the
Schedule I (the `T~ ndered Ob] ations 1 at
th Suppl^nrenta; ;kdmanre 7
WHEREAS, it is anticipated that debt service savings in an amount to be set forth in the Offcers
Pricing Certificate can be achieved by the issuance of the Dallas/Fort Worth International Airport Joint
Revenue Refunding Bonds, Series 2009B, in one or more subseries (the `Bonds"), to, among other things,
refund the Tendered Obligations; 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 Tendered 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 1 Short Title. This Ordinance may hereafter be cited in other documents and
without further description as the `Forty Fourth Supplemental Concurrent Bond Ordinance.
Section 1.2. Definitions. The capitalized terms used herein, including in the preambles
hereto, that are not otherwise defned 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
Closing Date means the date on which the Bonds are actually delivered to and paid for
by the Purchaser
Designated Payment/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
44th Supplemental Ordinance-7
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 Payment 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 PaylnE 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 A~ent/Re~istrar 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.
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.
Date.
Record Date means the 15th day of the month next preceding an Interest Payment
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ReAresentation 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 i .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
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
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(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 authorised 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
(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.
44th Supplemental Ordinance 7
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(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 1 Authorization. Additional Obligations, to be designated `Dallas/Fort Worth
International Airport Joint Revenue. Refunding Bonds, Series 2009B 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 Tendered Obligations, as set
forth in the Officers Pricing Certificate and/or to pay the Cities and the Board s costs incurred in
connection with the issuance of the Bonds, including the costs of the Policy or Policies for Insurance, if
any
Section 3.2. Initial Date Denominations Number Maturity Initial Reeistered Owner
Characteristics of the Initial Bond and Exniratton Date of De1e ation (a) The Initial Bond is hereby
authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest
coupons, dated the date designated as prescribed below in the denomination and maximum aggregate
44th Supplemental Ordinance 7
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principal amount of $300 000 000 numbered T 1 payable in annual installments of principal to the initial
registered owner thereof (io 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 1 2035
(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 $300 000,000, the due date of each
Principal Installment hereof, which shall be November 1 in each year in which a Principal Installment is
due, the rate of interest to be borne by each Principal Installment issued hereunder the redemption
features, including any requirements of Mandatory Redemption, and all other matters relating to the
issuance, sale, and delivery of the Initial Bond and the Bonds. The Authorized Officers and the City
Managers, acting for and on behalf of the Cities, are authorized to enter into and carry out the
Underwriting Agreement in substantially the form attached hereto as Exhibit A as approved by the City
Attorneys of the Cities with the parties indicated in Exhibit A, at such price, in the aggregate principal
amount, with. such Principal 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%, (ii) no
installment of principal of the Initial Bond .shall bear interest at a rate greater than 6.00% per annum, and
(iii) the refunding of the Tendered Obligations shall result in net debt service savings in an amount to be
set forth in the Officers Pricing Certificate. 1t 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 respective scheduled due
dates of installments of principal thereof as provided for in this Ordinance and in the Officers Pricing
Certificate, (ii) may be assigned and transferred,. (iii) may be converted and exchanged for other Bonds,
(iv) shall. have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on
the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM.
OF BOND set forth in this Ordinance and as determined by an Authorized Officer as provided herein and
in the Officers Pricing Certificate, with such changes and additions as are required to meet the terms of
the Underwriting Agreement and the Officers Pricing Certificate, including the name as to which the
Initial Bond shall be registered.
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(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 Pa,~nt. (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 $1 000 000 in
principal amount of Bonds, all payments of the principal of, redemption premium, if any and interest on
the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such
registered owner
(d) The principal of each Bond shall be paid to the Holder on the due date thereof (whether at
the maturity date or the date of prior redemption thereof) upon. presentation and surrender of such Bond at
the Designated Payment/Transfer Office.
(e) If a date for the payment of the principal of or interest on a Bond is a Saturday Sunday
legal holiday or a day on which banking institutions in the Cities or in'the city in which the Designated
Payment/Transfer Office is located, 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.
(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
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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) All payments made to the person deemed to be the Holder in accordance with this
Section shall be valid and effectual and shall discharge the liability of the Cities, the Board, and the
Paying Agent/Registrar upon such Bond to the extent of the sums paid.
Section 3.5 Registration. Transfer and Exchange. (a) So long as any Bonds remain
outstanding, the Board shall cause the Paying Agent/Registrar to keep a register (the `Obligation
Register") at its principal trust office in which, subject to such reasonable regulations as it may prescribe,
the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this
Ordinance.
(b) Ownership of any Bond may be transferred in the Obligation Register only upon the
presentation and surrender thereof at the Paying Agent's Designated Payment/Transfer Office for transfer
of registration and cancellation, together with proper written instruments of assignment, in form and with
guarantee of signatures satisfactory to the Paying Agent/Registrar evidencing assignment of the Bonds,
or any portion thereof in any integral multiple of $5,000 to the assignee or assignees thereof, and the
right of such assignee or assignees thereof to have the Bond or any portion thereof registered in the name
of such assignee or assignees. No transfer of any Bond shall be effective until entered in the Obligation
Register Upon assignment and transfer of any Bond or portion thereof, a new Bond or Bonds will be
issued by the Paying Agent/Registrar in conversion and exchange for such transferred and assigned Bond.
To the extent possible the Paying Agent/Registrar will issue such new Bond or Bonds in not more than
three business days after receipt of the Bond to be transferred in proper form and with proper instructions
directing such transfer
(c) Any Bond may be converted and exchanged only upon the presentation and surrender
thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar together with a written
request therefor duly executed by the registered owner or assignee or assignees thereof or its or their duly
authorized attorneys or representatives, with guarantees of 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
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
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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. Ali 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 in temporary form shall be
entitled to the benefit and security of this Ordinance.
(c) The Cities or the Board, without unreasonable delay shall prepare, execute and deliver to
the Paying Agent/Registrar the Bonds in definitive form, thereupon, upon the 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
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
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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 ] 201 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 Entrv Only S sy tem. (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
(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
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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 DepositorX 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
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
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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 Redem tp ion. (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.
Section 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 in part, the Paying
Agent/Registrar shall authenticate and deliver an exchange Bond or Bonds in an aggregate amount equal
to the unredeemed portion of the Bond so surrendered.
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(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 nterest 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 principal thereof, redemption premium, if any or accrued interest
thereon on the date fixed for redemption, such Bonds or portions thereof shall cease to bear interest from
and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for
payment on such date.
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(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 Paying Agent/Re ig stray 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 Pa iy n~ eng t/Re isg tray (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 Chanue. 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 AgentLRegistrar 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
ARTICLE VI
FORM OF -THE BONDS
Section 6 1 Form Generally (a) The Bonds, including the Registration Certificate of the
Comptroller of Public Accounts of the State, the Certificate of the Paying Agent/Registrar and the
Assignment 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
44th Supplemental Ordinance 7
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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
No
United States of America
State of Texas
Cities of Dallas and Fort Worth
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE REFUNDING BOND, SERIES 2009B
REGISTERED
INTEREST RATE. MATURITY DATE. ORIGINAL ISSUE DATE CUSIP NO
2009
The Cities of Dallas and Fort Worth, Texas (the `Cities"), for value received, hereby promise to
pay to
or registered assigns, on the Maturity Date, as specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal hereof
shall have been paid or provision for such payment shall have been made, and to pay interest on the
unpaid principal amount hereof from the later of 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
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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 15th day of the month next preceding such interest payment date; provided, however that in
the event of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter a
new record date for such interest payment (a `Special Record Date") will be established by the Paying
Agent/Registrar if and when funds for the payment of such interest have been received. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (the `Special. Payment
Date, which shall be ] 5 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 $300,000 000 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 Fourth Supplemental
Concurrent Bond Ordinance adopted concurrently by the City Councils of the Cities (the `Forty Fourth
Supplemental Ordinance"). The Controlling Ordinances and the Forty Fourth Supplemental Ordinance
are herein collectively referred to as the `Ordinances. This Bond is one of the Additional Obligations
authorized by the Ordinances and is subject to the terms and provisions thereof. The Ordinances and their
respective terms and provisions are incorporated herein for all purposes..
The Bonds were issued by the Cities for the purposes of obtaining funds to refund certain
Obligations previously issued by the Cities 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.
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The Bonds and the interest thereon are payable from, and are secured by a first lien on and pledge
of the Pledged Revenues and the Pledged Funds.
The lien on and pledge of the Pledged Revenues and Pledged Funds created and granted in the
Ordinances in favor of the Bonds is on a parity with the lien and pledge thereof granted by the Cities in
favor of the Holders of Outstanding Obligations, the Initial Obligations, and any Additional Obligations
or Parity Credit Agreement Obligations that may be issued or executed pursuant to the Controlling
Ordinances, as defined and permitted therein. The Cities have reserved the right in the Ordinances to
issue Additional 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, anal 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/l 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.
The Bonds maturing November 1 shall be redeemed prior to stated maturity in part at
random. on November 1 as indicated, in each of the years set forth below from moneys required to be
deposited to the credit of the Debt Service Fund at the principal amount thereof and accrued interest to
date of redemption, without premium. Such required sinking fund installments as to each maturity are as
follows.
44th Supplemental Ordinance 7
l 8-
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
The Paying Agent/Registrar will select at random the specific Bonds (or with respect to Bonds
having a denomination in excess of $5,000 each $5,000 portion thereof) to be redeemed by mandatory
redemption. The principal amount of Bonds required to be redeemed on any redemption date pursuant to
the foregoing mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the
Board on behalf of the City by the principal amount of any Bonds having the same maturity which, at
least 45 days. prior to the mandatory sinking fund redemption date (i) shall have been acquired by the
Board on behalf of the City at a price not exceeding the principal amount of such Bonds plus accrued
interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, or
(ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not previously
credited to a mandatory sinking fund redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not
less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be
redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for
redemption shall become due and payable on the redemption date specified in such notice; from and after
such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not
have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue.
* T be cluded my if Underwriting Agreement erves fights of optional edemption nd/or stablishes more Sinking Funds nd
provides for mandatory edemption. The Terms; to the scary shall nform to the language the Officer's Pricing Certificate.
44th Supplemental Ordinance-7
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As provided in the Ordinances,. and subject to certain limitations therein set forth, this Bond is
transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with
such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar anal,
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)
44th Supplemental Ordinance 7
20-
1N 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:
City Secretary
City of Fort Worth, Texas
Mayor
City of Dallas, Texas
Mayor
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney
City of Fort Worth, Texas
4.1th Supplemental Ord~nanee 7
(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 NOTICE. The signature on this Assignment
must correspond with the name of the registered
owner as it appears on the face of the within
Bond in every particular and must be guaranteed
in a manner satisfactory to the Paying
Agent/Registrar
(d) Initial. Bond Insertions.
(i) The Initial Bond shall be in the form set forth in paragraph (a) of
this Section, except that:
44th Supplemental Ordinance 7
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
44th Supplemental Ordinance 7
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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 Le ag 1 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. Deliverv 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) 1n the event the Mayor City Secretary City Manager or City Attorney of either of the
Cities is absent or otherwise unable to execute any document or take any action authorized herein, the
Mayor Pro Tem, the Assistant City Secretary an Assistant City Manager or an Assistant City Attorney
.respectively shall be authorized to execute such documents and take such actions, and the performance of
such duties by the Mayor Pro Tem and the .Assistant City Secretary and an Assistant City Manager and
an Assistant City Attorney shall, for the purposes of this Ordinance, have the same force and effect as if
such duties were performed by the Mayor City Secretary City Manager and City Attorney respectively
If any official from either City whose manual or facsimile signature shall appear on the Bonds, shall cease
to be such official before the Authentication of the Bonds or before delivery of the Bonds, such manual or
facsimile signature shall nevertheless be valid and sufficient for all purpose as if such official had
remained in such office.
(c) On the Closing Date, one `Initial Bond, representing the entire principal amount of the
Bonds, payable in stated installments to the Purchaser or its designee, executed by manual or facsimile
signatures of the Mayors and the City Manager of the City of Dallas and countersigned by the City
Secretaries of the Cities and approved as to form and legality by the City Attorney of the City of Fort
Worth, approved by the Attorney General of Texas, and registered and manually signed by the
Comptroller of Public Accounts of the State, will be delivered to the Purchaser or its designee. Upon
payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC
on behalf of the Purchaser registered definitive Bonds as described in Section 3 7
(d) Except as provided below no Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate
of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by
44th Supplemental Ordinance 7
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manual execution of the Paying Agent/Registrar It shall not be required that the same authorized
representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/ Registrar on all of the
Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond
shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in
this Ordinance, manually executed by the Comptroller of Public Accounts of the State or by his duly
authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the
Attorney General of the State and that it is a valid and binding obligation of the Cities, and has been
registered by the Comptroller
Section 7.2. Approval and Registration. The Board is hereby authorized to have control and
custody of the Bonds and all necessary records and proceedings pertaining thereto pending their delivery
and the Chairman, and the officers and employees of the Board and of the Cities are hereby authorized
and instructed to make such certifications and to execute such instruments as may be necessary to
accomplish the delivery of the Bonds or the Initial Bond. to the Attorney General of the State of Texas and
to assure the investigation, examination and approval thereof by the Attorney General and their
registration by the Comptroller of Public Accounts. Upon registration of the Bonds, the Comptroller of
Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds and the seal of the Comptroller shall be impressed, or
placed in facsimile, on such certificate. The Chairman of the Board and the Chief Executive Officer of
the Airport shall be further authorized to 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 TETRA Ap royal. 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 D 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 Genera] 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
44th Supplemental Ordinance 7
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take such other actions as they deem necessary or advisable in order to carry out and perform the purposes
ofthis Ordinance.
Section 7 8 Pavment of Tendered Obli ations. The Cities hereby direct that the Tendered
Obligations, or such portion thereof specified in the Officers Pricing Certificate, be paid at the tender
price on the date of closing, 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 and tender agent for the Tendered Obligations, deposit an amount sufficient, with investment
earnings thereon, if any to pay the amount due on the Tendered Obligations on the Redemption Date.
Section 7.9 Dealer Manager Agreement. In connection with the issuance of the Bonds,
the Chairman, Chief Executive Officer and Chief Financial Officer respectively on behalf of the Board,
are authorized to enter into the Dealer Manager Agreement, by and between the Board and Morgan
-Stanley & Co. Incorporated, the form of which is attached as Exhibit B The stated officers are
authorized to make such changes as they may deem appropriate to achieve the objectives of the issuance
of the Bonds set forth in the recitals. In connection with the tender program, such officers are also
authorized to negotiate, revise and disseminate the Invitation to Tender the form of which is attached as
Exhibit C Such officers are also authorized to perform any and all acts necessary to the tender of the
Tendered- Obligations.
ARTICLE VIII
GENERAL PROVISIONS
Section 8 I 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 Tendered 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. Pavment of the Bonds. While any of the Bonds are outstanding and unpaid, the
Board shall make available to the Paying Agent/Registrar out of the Debt Service Fund or the Debt
Service Reserve Fund, the amounts and at the times required by this Ordinance and the Controlling
Ordinances, money sufficient to pay when due all amounts required to be paid by this Ordinance, the
Controlling Ordinances, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if
any that authorize the issuance of the Initial Obligations or Additional Obligations.
Section 8.3 Representations and Covenants. (a) The Cities and the Board will faithfully
perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the
Controlling Ordinances and this Ordinance; the Cities will promptly pay or cause to be paid from Pledged
Revenues the principal of, interest on, and premium, if any with respect to, each Bond on the dates and at
the places and manner prescribed in each Bond, and the Cities will, at the times and in the manner
prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by the
Controlling Ordinances and this Ordinance.
(b) The Cities are duly authorized by Applicable Law to issue the Bonds, all action on their
part for the issuance of the Bonds has been duly and effectively taken, and the Bonds in the hands of the
Holders are and will be valid and enforceable special obligations of the Cities and the Board in
accordance with their terms.
(c) The Board, the officers, employees and agents are hereby directed to observe, comply
with and carry out the terms and provisions ofthis Ordinance.
44th Supplemental Ordinance-7
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Section 8.4 Covenants Re ardin~ 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
] 103-8(e)(2)(ii) of the Treasury Regulations (for purposes of this covenant a storage or training facility
shall bean `airport facility" only if such facility is directly related to the airport, and an `office" shall be
considered an `airport facility" only if such office is located on the. premises of an airport and all but a de
minimis amount of the functions to be performed at such office are directly related to the day-to-day
operations at such airport).
(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).
(fj 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
100 percent for 15 percent and the term `rehabilitation expenditures" shall have the meaning set forth in
section l47(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;
44th Supplemental Ordinance 7
27
(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 147(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 148(b)(2) of the Code) which produces a materially higher yield. over the term of the
Bonds, other than investment property acquired with
(i) proceeds of the Bonds invested for a reasonable temporary period, within the
meaning of Section 148 of the Code, of 90 days or less until such proceeds are
needed for the purpose for which the bonds are issued,
(ii) proceeds or amounts invested in a bona fide debt service fund, within the
meaning of section 1 148-1(b) of the Treasury Regulations, and
(iii) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the stated principal amount (or
in the case of a discount, the issue price) of the Bonds,
(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 ] 48(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
(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.
44th Supplemental Ordinance 7
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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 ofthe-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 nsurance to be evidenced by one or
more of the then current legal forms of the Policy or Policies. The Cities may sell one or more maturities
of the Bonds based on such insurance but are not required to obtain bond insurance from another source if
the Insurer does not honor or is unable to honor its obligations to deliver the Policy or Policies on the
Closing Date. In the event such insurance is not issued as to one or more maturities on the Closing Date,
this Section shall be of no force and effect. In accordance with the terms and conditions imposed by the
Insurer or Insurers, and 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
pursuant to Section 7 1(i) and (ii) of the Thirtieth Ordinance, no effect shall be given. to payments made
under any Policy Furthermore, notice of any payment default with respect to the Bonds shall be given
immediately by the Board to each Insurer
44th Supplemental Ordinance 7
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(b) Notwithstanding any other provision of this Ordinance, no resignation or removal of the
Paying Agent/Registrar shall become effective until a successor has been appointed and has accepted the
duties of the .Paying Agent/Registrar Each Insurer shall be furnished with written notice of the
resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto.
(c) The following information and data shall be provided to each Insurer by the Board
periodically as follows.
(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 Irrepealable. After any of the Bonds shall be issued, this Ordinance
shall constitute a contract between the Cities,. the Holders, and each Insurer and this Ordinance shall be
and 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)
44th Supplemental Ordinance 7
30-
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS , 2009
APPROVED AS TO FORM.
City Attorney
City of Dallas, Texas
44th Supplemental Ordinance 7
31
PASSED BY THE FORT WORTH CITY COUNCIL THIS , 2009
ATTEST
City Secretary
City of Fort Worth, Texas
APP VED AS TO FORM AND LEGALITY
G~
City Attorney
City of Fort Worth, Tex
44th Supplemental Ordinance 7
32
SCHEDULE I
SCHEDULE OF TENDERED OBLIGATIONS
Original Original Issue
Series Issue Date Amount
Series 2004B Bonds July 29 2004 $207,000,000
Series 2007 Bonds August 8, 2007 $102,455,000
Maturities
ught for T nder
Tender Date*
2009 October 14, 2009
2010 October 14, 2009
2011 October 14 2009
2012 October 14 2009
2013 October 14, 2009
2014 October 14, 2009
2015 October ]4 2009
2016 October 14 2009
2017 October 14 2009
2018 October 14, 2009
2019 October 14, 2009
2020 October 14, 2009
2021 October 14, 2009
2022 October 14 2009
2023 October 14 2009
2024 October 14 2009
2025 October 14, 2009
2026 October 14, 2009
2027 October 14, 2009
2035 October 14, 2009
2009 October 14, 2009
2010 October 14, 2009
2011 October 14 2009
2012 October 14 2009
2013 October 14, 2009
2014 October 14, 2009
2015 October 14 2009
2016 October 14 2009
2017 October 14, 2009
2018 October 14 2009
2019 October 14, 2009
2020 October 14, 2009
2021 October 14, 2009
2022 October 14 2009
2023 October 14, 2009
*Or such other date as shall be specified in the Officers Pricing Certificate.
44th Supplemental Ordinance 7
Schedule I
EXHIBIT A
FORM OF UNDERWRITING AGREEMENT
AI
EXHIBIT B
FORM OF DEALER MANAGER AGREEMENT
B-1
EXHIBIT C
FORM OF INVITATION TO BID
B-1
EXHIBIT D
FORM OF PRELIMINARY OFFICIAL STATEMENT
C1