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HomeMy WebLinkAboutOrdinance 15962l two—� Final DALLAS/FORT WORTH INTERNATIONAL AIRPORT FORTIETH SUPPLEMENTAL. CONCURRENT BOND. ORDINANCE Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth,'Texas authorizing $207000000 aggregate, principal amount of DALLAS/FORT WORTH INTERNATIONAL. AIRPORT JOINT REVENUE IMPROVEMENT BONDS SERIES 2004B Passed by the City Council of the City of Dallas, April 28, 2004 Passed by the City Council of the City of Fort Worth, April 27 2004 Effective April:28, 2004 TABLE OF CONTENTS Page Preambles ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS: Section 1 1 Short Title 2 Section 1.2. Definitions 2 Section 13 Table of Contents, Titles and Headings Section 14 Interpretation 3 Section 15 Declarations and Additional Rights and Limitations Under Medium, Method and Place of Payment Controlling Ordinances 4 Section 14 ARTICLE H PURPOSES, PLEDGE AND SECURITY FOR BONDS Section 2.1 Purposes of Ordinance 5 Section 2.2. Pledge, Security for Sources of Payment of Bonds 6 ARTICLE III AUTHORIZATION GENERAL TERMS AND PROVISIONS REGARDING THE BONDS, 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 7 Section 14 Ownership 8 Section 3 5 Registration, Transfer and Exchange 8 Section 3 6 Cancellation and Authentication. 9 'Section 3 7 Temporary Bonds 16 Section 3 8 Replacement Bonds. 10 Section 3 9 Book Entry Only System 11 Section 3 10.. Successor Securities Depository 11 Section 3 11 Payments to Cede & Co 12 ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4 1 Limitation on Redemption 12 Section 4.2 Optional Redemption 12 Section 4.3 Partial Redemption. 12 Section 4 4. Mandatory Redemption of Certain Bonds. 12 TABLE OF CONTENTS Page Section 4 5 Nonce of Redemption to Holders 13 Section 4 6 Payment Upon Redemption. 13 Section 4 7 Effect of Redemption 1 ARTICLE V PAYING AGENT/REGISTRAR Section 5 1 Appointment of Initial Paying Agent/Registrar 14 Section 5 1 Qualifications 14 Section 5.3 Maintaining Paying Agent/Registrar 1.4 Section 5 4 Termination 14. Section 5 5 Notice of Change 14 Section 5 6 Agreement to Perform Duties and Functions 14 Section 5 7 Delivery of Records to Successor 14 ARTICLE VI FORM OY THE BONDS Section 6'1 Form Generally 14 Section 6 2. Form of Bond 15 Section 6.3 CUSIP Registration 23 Section 6 4 Legal Opinion 23 Section 7 5 ARTICLE ViI 24 EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Section 7 1 Method of Execution, Delivery of Initial Bond 23 Section 7.2. Approval and Registration. 24 Section 7.3 'TEpRA Approval. 24 Section 7 4 Approval of Credit Agreements 24 Section 7 5 Official Statement 24 Section 7 6 Attorney General Modification 25, ARTICLE VIII GENERAL PROVISIONS Section 8 1 Deposit and Uses of Bond Proceeds 25 Section 82. Payment of the Bonds 25 Section 8.3 Representations and Covenants 25 Section '8 4: Covenants Regarding Tax Exemption 25 Section 8 5. Disposition of Project. 27 Section '8 6 Allocation of, and Limitation on, Expenditures for the Project. 27 Section 8 7 Bond Insurance and Credit Agreements.. 28 ii TABLE OF CONTENTS PaiLe Section 8 8 Revisions of CDP 28 ARTICLE IX REPEAL, sEvERA.BiLITY AND EFFECTIVE DATE Section 9 1 Ordinance Irrepealable 29 Section 9.2 Severability 20 Section 9.3 Effective Date 29` Signatures........ 30 Exhibit A Form of Underwriting Agreement [Exhibit B Form of Notice of Redemption) Exhibit,C Credit A greement Parameters Exhibit D CDP Summary Exhibit E Form of Preliminary Official Statement iii CITY OF DALLAS ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO. i 5 C1 I bk FORTIETH SUPPLEMENTAL CONCURRENTBOND ORDINANCE AUTHORIZING DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE iMPIZOVEMENT'BO"S'.SERIES.2004B, FORLAWFUL PURPOSES, PROVIDING THE SECURITY THEREFOR; PROVIDING FOR THE SALE, EXECUTION AND 'DELI VERY THEREOF SUBJECT TO CERTAIN, PARAMETERS; PROVIDING FOR THE REVISION OF THE CAPITAL DEVELOPMENT PROGRAM AND PROVIDING OTHER TERMS, PROVISIONS AND CO VENANTS WITH RESPECT THERETO WHEREAS, prior to the adoption of this ordinance (herein defined and cited as the 'Fortieth Supplemental Concurrent Bond Ordinance" or as the or tins 'Ordinance"), the City Councils of the Cities of Dallas and Fort Worth, Tex-as (the 'Cities",) passed the Thirtieth Supplemental Concurrent Bond Ordinance (defined and,citedheremias the 'Thirtieth'Ordinance"). relating tothe Dallas/Fort Worth Ihterriatiorial Airport (the Airport "); and WHEREAS; the Thirtieth ieth Ordinance amended and,supplcmented the pnor ordinance ofthe Cities that is defined therein,as the 01968 0rdinance" and z, WHEREAS, $,,the 1968 Ordinance, as amended,afid supplemented by the Thirtieth .Ordinance, ,and the Thirtieth Ordinance, now constitute the.controlling bond ordinances ,of the Cities (heremdefined together as the 'Controlling Ordinances") thatielate to the financing, of the Airport and that, togetheu(i) prescribe the terms and conditions upon'the basis of which the Additional Obligations,, Credit Agreements, and Parity Credit Agreement Obligations may be issued and executed, and (ii) provideznd'establish the pledge, security and liens securing the Cities' special obligations to,pay When due the. Outstanding Obligations, the Initial Obligations. any' Panty Credit Agreement Obligations, and any Additional Obligations; and ' WHEREAS, this Ordinance is adopted for the purpose of, among, the other purposes set forth below funding a portion of the Capital Development Program, and WHEREAS, m,accordance with the Controlling Ordinances, the Cities have been requested by the DallasNort Worth International Airport Board (the 'Board") to issue 'Additional Obligations pursuant to this Ordinance to pay costs of capital improvements�of the Airport andfor other purposes further described in p s n Section 3 1, and WHEREAS, each City Council fmds and determines that, the meeting at which this Ordinance was adopted was open to thp.publicl,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 'Fortieth Supplemental Concurrent Bond Ordinance. Section 1.2. Definitions. The capitalized terms.used herein, including in the preambles hereto, that are not otherwise defined herein shall have the same meanings and definitions as are :applied to such terms, respectively in, or incorporated into, the Controlling Ordinances. Additionally .unless otherwise expressly provided or unless the context clearly requires otherwise, the following additional.terms shall have the respective meanings specified below- 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 Capital Development Program means the five -year Airport infrastructure expansion and improvement program and plan approved by the Board and the. Cities, as such program has been modified'from time to time. 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 the. Paying Agent/Registrar, and (ii) with respect to :any successor Paying Agent/Registrar, the office of Such successor designated and located as maybe agreed upon by the Cities and such successor DTC means The. Depository Trust Company of New York, New York; or airy successor securities depository DTC Participant means brokers and dealers, banks, trust.eompanies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate.the clearanee.and settlement of securities transactions among such parties. Section 6.2(d). Initial Bond means. the Bonds described in Section 3.2 with the insertions required by 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 Patna Agent Agreement means the paying agent agreementpreviously executed b�,- the Board and the Paying Agent/Registrar that specifies the .duties and responsibilities of the Paving Agent/Registrar.with respect to bonds or other obligations issued by the Cities in relation to the Airport. Officers P t icing Certificate means the certificate-to be executed by the Authorized Officers pursuant to Section 3.2 and attached. as Schedule I to the Underwriting Agreement. Ordinance means this Ordinance and all amendments hereof and supplements hereto. Original-Issue Date means the Closing. Date of the Bonds. .Paving Agent/Registrar means J.P Morgan Trust Company National Association; 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 thw 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 team m the Thirtieth Ordinance. Record Date means the 15th day of the month next preceding an - Interest Payment Date. Representation Letter means the 'Blanket Letter of Representations" between the Cities and DTC as approved and ratified m 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 Supplementa[Concurrent Bond Ordinancepassed by the City Councils of the Cities and effective on February 23 2000 Underwriting Agreement means the Underwriting Agreement hereafter entered into as contemplated and authorized in Section 3.2(b) Section 1.3. Table of Contents. Tiles and Headings. The table of contents, htles:and.headings ofthc Articles and Sections of tlus 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:restnct 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 14 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,nutnber shall be construed to include correlative words of the plural number andvice versa. (b) Article and Section references shall mean references to Articles and Sectionsof 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 remamingeovenants, provisions, and agreements hereof, and shall in no way affect the validity ofthe remaining covenants, provisions, and agreements contained in this Ordinance. Section 1.5 Declarations and Additional.Rights.and Lini tations.Under Controlling :Ordinances.. (a) For all:puiposes 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 32lof the Thi rtictii 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, tthe provisions of subsection 5.2(b)(ili):shall continue' to apply with tespect to any deficiencies m'the Debt Service Reserve Fund,, including any costs of a Policy with respect.to the Debt ServiceReserve Fund. (iv) Administrative Expenses shall include the fees and expenses owed to the Paying Agent/Registrar (v) The amount of the Debt Service Reserve Requirement on account of the:Bonds is an amount that. is not less than the average annum 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. The amount on deposit in the Debt Service Reserve Fund is'less than the.amount required, and the amount specified in Section S 1 shall'be depositedto 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 MaturityDates: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 authonzed to give and.withdraw notices ,of default under the .provisions of Section 3 1(vii) of the Thirtieth Ordinance.. (viii) Special Revenues. received. by the Board from the imposition and collection of passenger facilities charges imposed.piirsuant to 49 U.S Code, Sec 40117 in the full amount authorized by Records of Decisions of the: Federal Aviation Administration (the 'FAA.') collected at the rate of $3.00 per permissible passenger but-not exceeding '$4,000 000;000,:as authonzed'by,the FAA pursuant to the Board's applications for approvalto,payDebt.Service on Obligations relating'to the Capital Development Program, shO be included,as Gloss Revalues: (ix) Special Revenues received by the Board from the imposition land collectionof passenger facilities charges imposed pursuant to 49 U.S. Code, See 4.0117, in the full amount authorized by Records of Decisions of the FAA and authorized by the FAA pursuant to the Board's applications for approval to pay Debt Service on Obligations; collected at the rate of $1.550 per permissible. passengers, which is separate nd.apart from the.$3:i00 passenger facilih, charge referenced in Section 1.5 (a)(viii) above, may be included as Gross Revenues in.any Particular Fiscal Year if the Board has elected to designate such $1.50 passenger :facility charge as pan. of Gross Revenues for such Fiscal Year (x) As Permitted by Section 5.1 of the Thirtieth Ordinance, theBoard confirms the creation of the Capitalized Interest Account in the C. onstruction Fund. The Capitalized Interest Account.is a Pledged Fund, subject to the terms andprovisions of Section 8 fi {ai) This Ordinance is an Additional Supplemental_ Ordinance. (b) For all purposes of the Outstanding Ordinances and the Conuolling.Ordinances, as arriended:and supplemented, the following additional rights and limitations are granted and imposed- (i) No amendment to any Outstanding Ordinance or this "Ordinance shall be proposed, 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 Credit Agreement. (ii) The Cities shall -have the right to amend the :Outstanding Ordinances, the Controlling Ordutane , s,,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 aceordng:to their respective terns, 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 tk.Paymg 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 Panty Credit Agreement Obligation is not granted as a remedy and the right of acceleration is expressly denied. (v) The specific information that must be provided. pursuant- to the disclosure requirements of Section 10 1 of the Thirtieth Ordinance with respect to the Bonds shall be (A) the audited financial statements of the Board for each fiscal. Year ending on and' after September 30 2004 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: The Board shall provide such information on behalf of the Cities. ARTICLE Il PURPOSE5, PLEDGE AND 'SECURITY FOR BONDS Sect on;2.1 Purposes of 'Ordinance. The purposes of this Ordinance are topresetibe the specific termsand.provisions of the Bonds, to extend expresslythe pledge, lien, security and provisions ofthe Controlling 5 Ordinances narices to and for the benefit of the Holders, to provide certain , covenants, to and1or the benefit of each Insurer and/or Credit: rovider and to sell the Bonds to the Purchaser Section 2.2. Pledge, Security for. Sources of Payment of Bonds, (p) The pledge, the seamty and the filing provisions of Sections- 2.1and 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 a1ien on and pledge of the Pledged Revenues and the Pledged, Funds ,o on a parity with the Pnor,Obligations, the Initial Obligations, and any other Additional Obligations that are Outstanding, and with Parity Credit Agreement 'Obligations, if any that are unpaid from tune to time, as declared and prqvid ed in Section 2.2 of-the Thirtieth Ordinance. ARTICLE .111 AUTHORIZATION; GENERAL TERMSAND PROVISIONS REGARDING THE BONDS Section 3.1 Authoftotion. Additional Obligations., to bedesisnated 'Cities of Dallas � and Fort Worth, Texas, Dallas/Fort Worth International Airport Joint' Revenue ImptovementBohds,,Seri6s 2004B, are hereby authorized to be issued and delivered in accordance With Applicable Law The Bonds.shall'be issued for the purpose of paying a portion of the Costs of the Airport included in the CapitalDevelopment Program and certain Costs of theAirport, if any, not included in the Capital DevtIppmehtProgram, to provide for capitalized interest, to :provide :funding : for the Debt Service Reserve Requirement through either the deposit of :Bond proceeds or enterin&mto-a surety or such,other agreement and/or to pay the Cities' and the Board's costs incurred in connection with the issuance of theBonds, including the costs of the Policy of-Policiesfot -Insurance, or the surety or debt service -reserveogreement. Section 3.2. Initial. Date, Denominations, Number— Maturity, --Initial Registered Owner 'Characteristics of the Initial Bond and Expiration , Date o.f Delegation. (a) The Initial Bond isbere.by,authon7ed. :to, beissb4 sold, and delivered hereunder as a single fully re dated the gistered,Bond,,Wlthoutinter6st,cbuporis, date designated as prescribed below in the denomination and maximum aggregate. principal a . mount of $207 000,000, numbered T I payable in annual installments of priheip al to the initial registered owner thereof (to be determined by the City Managers, as hereinafter provided), or to the registered tAssigne"o or assignees bfsaid Bond or any portion or portions thereof (in each case, the 'registered owner".), with the :annual. installments of principal ofthe Initial Bond to.be payable on the dates, respectively and in'the.principal amounts, respectively to be stated in the Initial Bond asset forth in this Ordinance andtheOfficers Pricing Certificate, and,as'providedin with Ordinance, but th the fina.linstallment of principal (the maxiniuniterni) tobe not later N , ovember 1 2035 (b,) Asauthonzedby,.,Chapterl371 Texas GovernmentlCode, as amended, the,city managers of the Citjcs.(the 'City Managers") are hereby authorizedi appointed, and designated as -the officers -or employees.ofthe Cities authorized to act on behalf of the Cities in the selling and delivering ofthe'Initia I Mond and cariving outthe other procedures specified in this Ordinance including the determination of1he price at which 'the Initial Bond will be sold, the amount of each Principal Installment issued hereunder in the maximum aggregate principal amount of $207 000,000 the due date of each Principal Installment hereof, which: shall be November I in each year in wbich a.Pnhcipal Installment is due, the rate of interest to belborne-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 Initial Bond and the Bonds. The City Managers, acting for and on behalf of the Cities, are authorizedto enter into and carry out the Underwri , tingAgreeinent in,substantially the form attached hereto as Exhibit A as approved by the City Attorneys of the Cities with the parties to be R determined by the City Managers with the approval of the City Attorneys of the Cities, 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 City Managers;and set forth:therem 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 .70 %,. and (ii) no installment of principal of the Initial Bond shall bear interest at a rate ,gi eater than 6 0 %,per annum. It is furtherprovided. however that, notwithstanding the foregoing provisions, the Initial Bond. shall- not be delivered unless pnor to delivery the Bonds have been rated by a nationalIyrecognized 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, the City Managers, "actingfor and;on behalf of Cities; arcauthonzed to set out.in the Officers Pricing Certificate such information as contemplated herein. The Officers-Pricing Certificate shall include such information as the City Managers deem appropriate or is- required by this Ordinance. (c) The City Managers -are authorized to establish which maturity or maturities, .if any shall be insured based on recommendations of the Co= Financial Advisors of the Airport; and the "City Managers 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. The City Managers are also-authorized to,-establish whether the Debt Service Reserve Requirement shall be funded with Bond proceeds or with a Credit Agreement in the form of a debt service reserve agreement, surety or such :other form of Credit Agreement based on recommendations of the Co- Financial Advisors of the Airport. A general form of,.or the:general parameters for the Credit. Agreement is set forth in Exhibit 'C" (d) The Initial Bond (i) may be prepaid or.redeemed prior to the respective scheduled- due' of installments of principal thereof as provided forui 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 hutial 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. the City Managers; 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 executedby the City Managers with respect thereto, including the name.as to which the Initial Bond shall be registered. (e) In the event the Underwriting Agreement shall not be executed on or before 5.00 p.m. on October 1 2004 the delegation of authority to the City Managers 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 Paviinent. (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 m this Section. (b) Interest on the Bonds shall be payable to the Holders whose names appear in the Obligation Register (as defined in section 3.5) at the close of business on the Record Date; provided, however that in; the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter a new record date for such interest payment.(a 'Special Record Date ") will be established 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 Holderof 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 ofma mg of such notice. (c) Interest on the Bonds shall brpaid by check ( dated as of the Interest Payment Date) and sent. by the.Paymg 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 mumediat.ely 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 te, 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 dateshall`have'thesame force and effect as of 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 bepaid 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 asset forth in such Initial Bond to, 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 City Managers in accordance with this Ordinance and the Officers Pricing Certificate, and with interest rates as fixed by the City Managers 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 otherperson 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 maldng: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 Paving 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 .rnay 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 regstration 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 8 thereof to havethe 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 m 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/Tiansfer 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 UOO 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, anew Bond or Bonds-shall be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds in not more than three business days after receipt of the Bond to be exchanged in proper .form, and with proper instructions directing such exchange. (d) Each Bond issued in exchange for any Bond or portion thereof assigned, transferred or:converted shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is.temg 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.Ciues 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 Admmistrative 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 ofa 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, m whole or in part; where such redemption.is scheduled to occur within 45 calendar days after the transfer or exchange date; provided, however such limitation shall not be applicable to an exchange by the Holder of the uncalled principal balance of a Bond. Section 3 6 Cancellation and Authentication. All Bonds paid or redeemed before their Stated Maturity Dates m 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. E '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 properofficers of the Cities may execute and, upon the Cities' or the Board's request, the Paying Agen"t/RegistrarshaIl 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 andbt er variations as the officers of the ,. Cities, executing such temporary Bonds array deterrame, as evideirced by1heir signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds zin temporary form shaU be entitled to the benefit and security of this Ordinance. (c) The Cities or the Board, without unreasonable delay shad prepare, execute and - delrver'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/Regrstrarshall cancel the Bandsrrr temporary form and authenticate and- deliver in exchange therefor Bond or Bonds of thc- same:matutity •and series, in. definitive form,, mi ..the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds rn 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 iii exchange therefor a replacement Bond of liketenor and principal amount; beating a number not contemporaneously outstanding.. The Cities, the Board, or the Paying,AgentlRegistrarmay require the Holder of such Bond,to pay a sum sufficient to cover any tax or other;: goveanmentalcharge that tis authorized to be unposed 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 I) of Chapter 1201, Government Code, as amended, and in the absence of notice or knowledge that such Bond has been aequiredby a bona fide;purchaser, 'shall authenticatie:and- deliver a replacement Bond of like tenor and principal .amount. beanng.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 thefft of such Bond; (ii) furnishes such, security or indemnity as may -'lie 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 unposed, 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 bon; fide;purchaser'of the original'Bond in lieu of which such replacement Bond was issued presents for .payment such original Bond; the Cities, theBoard,: and the Paying Agent /Registrar shall be entitled to recover such replacement Bond from the person to whom itwas 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. E (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/Regist ar in its dtscretiorn, instead of issuinga replacement Bond; may pay °such. Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original contractual.ohligation of the Cities and shall,be entitled to the benefits and security of tlus Ordinance to the same extent as the Bond or Bonds in lieu ofwhich such, replacement Bond is delivered. Section 3.9 Book -Entry Only- System.. (a) The definitive Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered:in thename 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 ofDTC (b) With respect to Bonds registered in the name of Cede &. Co as nominee of DTC, the Cithes, the Board,.and the Paying Agent/Registrar shall lave no responsibility or obligation to any DTC Participant orto any person on behalf of whom such .a DTC Participant holds an interest in the Bonds, except as. provided .m this Ordinance. Without limiting the immediately preceding sentence, the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or. obligation with respect to(i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) ,the delivery to any DTC Participant or any other person, other than a Holder as shown on the Obligation Register of any notice with _respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Holder as'shown:in the Register of any amount with respect to principal -of, prerruum, if any or interest on the Bonds. Notwithstanding any other provision of:thrs. Ordinance to the contrary the Cities, the Board, and thePaying Agent/Registrar shall be entitled to treat and consider theperson in whose name each Bond is registered in the Obligation Register as the absolute owner of such Bond for the of principal of, premium; of any and interest on the Bonds purpose of giving notices o for the fPurpose redempt pt payment ion 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, prerpium,, f 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 arid effective to €illy - 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 nommee 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 businesson 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 DgRosntory In the event that the Cities, the Board, or thePaymg 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 zBonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described1erein,.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) ofthe Securities and Exchange Act of 1934 as amended, notify DTC and DTC Participants,; as identified byDTC, 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 11 'the availability through DTC of Bonds and transfer one or.more separate Bonds to DTC :P:articipants having Bonds credited to their DTC accounts, as identified by DTC In such event, the Bonds shall no longer be restricted•to being registered _iri fhe Obligation Register m 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 Pavments.to Cede.& Co. Notwithstanding any other provision of this Ordinance to the contrary so long as any.Bonds are registered inthe,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 Bond'; shall be made and .given; respectively in the manner provided, in the Representation Letter ARTICLE IV REDEMPTION: OF BONDS BEFORE MATURITY Section 41 Limtation on:Red=tion. 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 City Managers shall specify in the Underwriting Agreement, Officers Pricing Certificate; Initial Bond; and in the Bonds such - rights of optional:redemptiW4 if any and the Redemption Prices therefor that are to be reserved by the Cities. (by To the extent the Bonds are subject tooptional.redemption, the Board,. at least:45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent /Registrar of such:redemption date and of the principal amount of the Bonds to be .redeemed. .Section 4.3 Partial Redemption: (a) If less than all of-the Bonds are to be redeemed pursuant to Section 4.2, the Board shall have the right to determine'the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions ,thereof, withinsucli .maturity or maturities and in such principal amounts for redemption as determined by the Board in .its sole discretion. (b) A portion of a smgle Bond of a denomination greater than $5 000 °array be redeemed,'but only n 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, "#hough it were a single Bond 'for purposes of selection for redemption. (c) Upon surrender of any Bond for redemption in part,the Laying 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 ofthe.prmcipal.amountw be- redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4 4 Mandatory Redem tionof Certain Bonds. (a) The City Mariagers shallspecify iri 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 theprovisions of subsection (c) of this Section, when less than.all of the::Bondsof a specified maturity on a specified Stated Maturity Date are required to be redeemed as determined in accordance with this Section; the Cities, acting through the Board, shall have the znght , and. shall direct the :Paying Agent/Registrar to call, by lot the Bonds, or ,portions thereof within a. matunty that are to be called for redemption. A portion of a single Bond of a denomination greaterthan $5;000 may bexedeemed, but only nn.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: AgentlRegistrar shall authenticate and` *liver an exchange Bond or Bonds in an aggregate amount equal to the, unredeemed portion of the -Bond so surrendered. (c) In lieu of procedure described insubsection (b) of this 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:stich 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 sha lgiYo notice of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not-less than 3:0 days before the date fixed for redeinpt on, 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 redemptiondate, the - redemption price; the place at whicli tk Bonds are to be surrendered forpayment, 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 `S'ection shall be conclusively presumed to have:beeri. duly given, .Nether: or not the Holder receives such notice.. Section 4 6 .Payment Upon Redemption. (a) Before oron each redemption.date, the-Board shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redo ription:date and the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date,bv setting aside and holding. in trust,such amounts as: are :received by the Paying AgentTRegistrar from the Board and shall use such funds solely for the purpose of paying the principal of, redemption premiumjfany; and.accrued mterest . on the -Bonds being redeemed, or -the tender or.negotiawd price in "the case of ,Bonds tendered or -purchased under Section 44(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 7 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 principal thereof, redemption. premium, if -any or accrued interest thereon on:thc 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. (b) if the Cities shall.fail to make provision for payment of all sums due .owa redemption date, then. any Bond or portion thereof called .for redemption shall continue to bear mte..rest at; the rate stated on the Bond until due provision is made for the payment of same, by the Cities. 13 ARTICLE V PAYING. AGENT/ItEGISTRAR Section 5 1 Appointment of Initial Panne Agent/Reg sUrar, J:P Morgan Trust Company National Association, 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,qualited,andlegally . authorized to serve.as and perform the duties and services of paying agent and registrar for the Bonds. :Section 5 Maintaining_ Paving Agent/Registrar (a) At all times while any Bonds are'Outstanding, the Cities will :maintain a PaymgAgent/Reg stray 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 appouit_A replacement. Section 5 4 Termination. The Cities, acting through the Board, upon not less than 60 days nonce, reserves the right to terminate the appointment of any Paying Agent/Regstrar by delivering:to the entity whose appointment is to be terminated written notice of such termination, provided, that such termination shall.not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for the.Bonds: Section 5.5 Notice of .Change. Promptly upon each change in the entity serving as Paying Agent/Registrar the Board will cause notice of the change to be sent to each Holder and Insurer by first class United States mail, postage prepaid, at the address in the Obligation Register, stating;the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar Section 5 6- Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent /Registrar the Paying Agent/Registrar acknowledges receipt oft opies ofthe Controlling Ordinances and this Ordinance, and is deemed to have agreed to the provisions of thereof, and to perform the duties and functions of Paying Agent/Registrar prescribed therein and herein: Section 5 7 Delivery of Records to Successor If a Paying Agent/Registrar is replaced, such Paying Agent/Regisirar .promptly upon the appointment of the successor will deliver the Obligation Register (or a.copy thereof) and all otherpertment books and.reeords 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 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 reproductionof an opinion ofcounsel) .thereon as, consistently herewith, may be determined by the Board. 14 (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 ariv tempormy Bonds, shall be typed, printed, lithographed, photocopied or engraved, and may be produced big any combination of these methods or produced in any other similar manner all as determined bythtofflocrsoxecu Q such Bonds, as evidenced by their execution thereof. Section 6.2. Form of Bond. The form of Bond including the -form of theRegistration Certificate of the Comptroller of PublicAccourits of the State, the form of Certificate of the Paying Agent/Registrar and: the form of Assignment appearing on the Bonds; shallbe substantially as follows: (a) [Form of Bond] REGISTERED No. United States- of America State of Texas DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE IMPROVEMENT BOND, SERIES 2004B INTEREST RATE; MATURITY DATE, ORIGINAL ISSUE DATEt % 2004 REGISTERED CUSIP NO The Cities; of Dallas and Fort Worth, Texas (the 'Cities"), for value received, hereby promise to"pkv �to or registered assigns, on the Maturity Date, as specified above, the sum of 7 DOLLARS unless this Bond shall have been sooner, called for redemption and the payment of the prmc'lpal hereof shall have been paid or provision for such payment shall have been made, and to pay intereston the unpaid prih0palamoluni hereof from the later of July 15 1004 or the most recent` interest payment date to which interest'hasbeen paid or provided for until such principal amount shall have been paid or provided for at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid l semiannually on May I and November of each year I commencing May 1 2005 Interest on the Bonds shall accrue from July 15 2004 Capitalized terms appearing herein that are defined ,terms iin the : Ordinances defined.below, have "the meanings assigned to them in Ordinances. Reference is made to the Ordinances for such-defirutionsand for all other purposes. The pn4cipal of this Bond shall be payabit.without cxchange.or colltction charges in lawfW money,of the United States of AmericA,u this sBond at the coroorate, trust office in Dallas, 125 Texas (the ")esignated Payment/Transfer Office"), of J.P Morgan Trust Company; National Association 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 Paving 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 banlang. 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 prmcip 'I of, redemption premium, if any and interest on the Bonds shall be paid by wire transfer in immediately available funds to an accountdesignated by such registered owner For thepurpose of the payment of intereston'tlus 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 tpreceding such mterest 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 beenrreceived. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the :Specral'Payment Date, which shall be 15. days after the 'e'Speciaf 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 Holderof a Bond appearing onthe!books of the Paying Agent /Registrar at the close ofbusiness 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 legalholiday or a day on which banking. institutions .In the Cities or in,the city in which the Designated Payment/Trai sfer 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 inade on the' original date payment was due. This Bond is one of a series of fully registered bonds specified in the title hereof; dated July 15 2004nssued in the aggregate principal amount of $207 000;000 issued pursuant to the authority of Chapter 22, Texas Transportation Code, as amended, Chapters 1371 and 1503 Texas Covemment Code, as amended and the 'Controlling Ordinances; as defined nn. the Fortieth Supplemental Concurrent. Bond Ordinance adopted concurrently by the City Councils of the Cities (the 'Fortieth Supplemental Ordinance "). The Controlling Ordinances and the Fortieth 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 pay a portion: of Costs of the Airport relating to the Airport's Capital Development Program and certain, Costs of the Airport, if any not included in the Capital Development Program; to provide forcapitalized interest, to:provide fiindingfor the Debt Service Reserve Requiremenuthrough either the deposit of Bond proceeds or entering into a surety onsuch other agreement; 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 or the surety or debt service reserve agreement. The Bonds and the interest thereon are payable from,:and are secured by a first lien- on.and pledge of the - Pledged.Revenues and the Pledged Funds. 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 bythe Cities in favor of the Holders of Outstanding Obligations, the Initial Obligations, and any Additional Obligations or Panty 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 Initial Obligations, Additional Obligations and Panty 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. i.I• The.Cities have also reserved the right in the Ordinances to issue Subordinate Lien Obligations, acid Net. Revenue Obligations and Credit Agreement Obligations in connection therewid -i, provided the lien and pledge securing the same are expressly nude junior and subordinate to the pledge "and lien securing the Obligations and Panty Credit Agreement Obligations. All covenants requuimg the Cities to pay principal and interest or other payments on Obligations, Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations shall be joint, and not several, obligations, and all monetary obligations shall be payable and' collectible solely from the revenues and funds expressly pledged thereto by the Ordinances or by an Additional Supplemental Ordinance,, such revenues and funds.beingowned in undivided interests by the City of Dallas (to the extent-of 7 /11ths thereof) and by the City of Fort Worth (to the extent of 4 /11ths thereof); and, each and every Holder shall by his acceptance of-this Bond consent and'agree that no claim, "demand,suit, orjudgment for the payment of money shall ever be asserted, M4 obtained or enforced against either of the Cities apart from the other City and.from:sources other than the funds and revenues pledged thereto; and no liability or judgment shall ever be asserted, entered or collected against either City individually except out of such pledged revenues and exceeding in�the case of Dallas an amount equal to 7/11 ths of the total amount asserted or demanded,.and iii the case of fort Worth an amount equal to 4/l lths of the total amount asserted. or demanded. The Holders hereof shall never havellie right to demand payment of this obiigation.out of any funds raised or to be raised by taxation. The Cities havereserved therr ght and option to redeem the.Bonds.maturing in-the years 2,006 through 2027 inclusive, in whole or part, in principal arnounts equal to $5;000 or any integral - multiple. thereof, 'before their respective maturity dates, on November 1 2014 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 I in each of the years November 1., 2035 on November 1 2009 or any date thereafter at the principal amount thereof, plus accrued interest, if airy, 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.pnncipal amounts, for redemption: The Bonds maturing November 1, 2035 shall be redeemed prior to stated. maturity in part by lot,on November 1 "as mdicated, 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 t "o date of redemption, with premium. Such required sinldng fund. installments as to each maturity are as follows: BONDS MATURING NOVEMBER 1, Year Amount. BONDS MATURING NOVEMBER.I Year Amount 17 BONDS MATURING NOVEMBER 1, Year Amoun BONDS MATURING OVEMBER 1,. Year Amours BONDS MATURING NOVEMBER 1, Year Amount The Paying Agent/Registrar will select by lot the specific Bonds (or with - respect to Bonds having a denomination in excess of $5 000, each $5 000 portion thereof) tobe 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 ofthe City, by the principal amount of any Bonds having the same maturity which, at least 45 days priorto the mandatory sinking fund redemption date (i).shall have been acquired by 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).shali 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 ofeach 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 ace. rue. To be included only if Underwriting Agreement reserves rights of optional, edemption and/or establishes one or more Sinking Funds and provides for mandatory redemption. As provided in the Ordinances, and subject to certain limitations 'therein set forth, this 'Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar and, thereupon, one or more new fully registered Bonds of the same stated maturity of.authorized: denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption.is scheduled to occur witliin.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 Gibes, the Board; the Paying Agent/Registrar, and any other person may treat the person iii whose name.ttus.Bond is registered as the owner hereof for thepuipose ofreceiving payment as herein provided=(except interest shad be paid to the person in whose name this Bond is registered on the Record.Date or Special Record 1$ 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 thus Bond and the series of 0iieh it is apart 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) iF IN WITNESS WHEREOF the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this Band to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its Interim City Manager land 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 tlus Bond to be signed bm, the facsimile signature of its Mayor countersigned. by the facsimile signature of its Acting City Secretary and approved as to form and legality by its City Attorney COUNTERSIGNED- Interim City Manager City of Dallas, Texas City Secretary City of Dallas, Texas COUNTERSIGNED; Acting City Secretary City of Fort Worth, Texas APPROVED AS TO, FORM AND LEGALITY Cite Attorney City of Fort Worth, Texas 20 Mayor City of Dallas, Texas Mayor City of Fort Worth, Texas (b) [Form :of:Certificate of Paying Ageht/Registrar] CERTIFICATE OF PAYING AGENT/REGISTRAR This is one of the'Bonds referred to, in the within mentioned Ordinances. Theseriesof Bonds-of which this Bond is apart was originally issued as one Initial Bond which was approved by the Attorney G 6 ncrAlAofthe State of Texas sand registered by the Comptroller of Public Accounts of the State of Texas. as Paying Agent/Registrar Dated. Bv- /S1 Authorised -Signatory, (c) [Votm of Assignment] ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and tran.sfdrs unto (print or typewrite name, address: and zip, code of transferee): all rights hereunder (Social Security or other identifying number- the-within Bond and, der and hereby irrevocably constitutes and appoints attorney to transfer the within-Bond-on-the books,ke.pt forregistration hereof, with:fWl power of's the prernises. stitution in Dated. Signature Guaranteed By- /S/ Authorized Signatory 21 NOTICE: The signatfire,on this Assignment must correspond with the name of the registered owner as it appears on the fare of the within. Bond in evdiy particular and must be guaranteed in a manner satisfactory to the Paying Agent/Registrar (d) Irutial Bond.Insertions. (i) The Initial Bond shall be in the form set forth in paragraph (a)`of.this Section, except.that: (A) immediately under the name of the Bond, the headings 'INTEREST RATE" and 'MATURITY DATE shall both -be completed with the words As Shown Below" and 'CUSIP NO ._ deleted; (B) in the first paragraph. the words 'on the Maturity Date" shall be deleted and the following will be inserted: 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 uiserted in accordance with Section 3.2(b) hereof)" arid (C) the Initial Bond shalt be numbered T I (ii) The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond in lien 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 with the constitution and.laws of the State of Texas, and that this Bond has been registered this day by me. 22- WITNESS MY SIGNATURE AND SEAL OF OFFICE this . /S/ [SEAL) Comptroller of Public Accounts of -the State of.Texas Section 63 CUSIPReiistration. The Cities may secure:identification nuiribers.through the CUSIP Service Bureau Division of Standard &. Poor's Corporation, New York,New York, and may authon c`the printing of such numbers on the lace 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 Legal Opmion. The approving legal opinions of McCall;' Parkhurst & Horton L.L.P Vinson & Elkins L.L.P and Renee Higginbotham - Brooks, Esq., Co -Bond Counsel; .shall be delivered to the Paying Agent/Registrar and the delivery thereof shall be acknowledged by the Paying ;AgenvlRegistrar on behalf of the Holders of the Bonds. ARTICLE VII EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Section 71 Method:of Execution. Delivery of Initial Bond, (a) Each of the,.Bonds shall be signed and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signatures of its City Manager and City Secretary and the corporate seal.of that City shall be impressed; printed, lithographed or otherwise reproduced or placed on each bond. Each of the Bonds shall be-signed and executed on behalf of the City of Fort Worth by the manual or facsimile signatureof 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 orfacsunile signature of the City Attorney of th e 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 Lacy (b) In the event .the Mayor City Secretary City Manager or City Attorney of either of the Cities is absent.or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Ten, 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 Tern and the Assistant City Secretary, and an Assistant City Manager and an Assistant City Attornev-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 officiai from either City chose 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) Oii the Closing Date,:one 'Initial Bond, representing the entire principal amount of the Bonds, payable in stated installments to the Purchaseror 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 Secretanes of -the Cities and 23- 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.ofthe 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 orbeentitled to any security or benefit,of this Ordinance unless. and until there, appears thereon. the Certificate of Paving Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by manual execution,of the Paying. Agent/Registrar It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond shall have attached thereto the Comptroller's Registration Certificate substantially in the formpfovided in this Ordinance; manuallye+:ecuted 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 approvedby 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 authofized.to have control andci stody 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 mstructed.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 (ora deputydesignated in writing. to act for him) shall manually sign the Comptroller's Registration Certificate accompanying. the Bonds and the seat of the Comptroller shall be impressed, or placed in facsimile; on such certificate. TheChairman of the:Board and the Chief Executive Officer of the Airport shall be further authorized to make such agreements and arrangements with the purchasers of Bonds and with the Paying Agent/Registrar as may be necessary • to assure that such Bonds will be delivered to such purchasers in accordance with the terms of sale. Section 7.3 TEFRA ppMval. An Authorized Officer or the Assistant Mice 'President — Finance is hereby appointed to be the designated Hearing Officer for a public hearing 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 1147.6f the Code. Section 74 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 copy of the.preliminary official statement (the 'Preliminary Official. Statement ") has been presented. to and considered at this ;meeting,. and is attached as Exhibit E. The execution of a final official statement for the Bonds and any supplemenis thereto which may be necessary to accomplish the issuance of Bonds is hereby authorized, with :such changes therein as shall be approved by an Authorized Officer or the Board, with an Authonzed Officer's execution of the Officers Pricing Certificate for the Bonds to .constitute conclusive evidence of such approval. 24- Section 7 6 Attorney General .Modification. In order to obtain the approval of the Bonds by the Attorney General :ofthe State of Texas, any substantive provision of- this'Ordinance may be modified, altered or amended after the date of -its adoption if required by the Attorney General :in'connect on 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. ARTICLE VIII GENERAL PROVISIONS Section 8.1 Deposit and Uses of Bond Proceeds. (a) The proceeds-,received from'the sale:of'the Bonds shall be as applied as follows• (i) an amount shall be deposited to the Debt Spry ice Reserve Fund or shall be used to purchase a Credit Agreement, which together with the amount on deposit therein is equal to the Debt Service :Reserve Requirement; (ii;) an amount shall be deposited to the Capitalized Interest Account of the Construction Fund to pay capitalized interest on Obligations, (iii) an amount shall be deposited- to the Construction Fund for payment of Costs of the Airport; and/or (iv) an amount equal to the Cities' and the Board's costs of issuance of the Bonds will be deposited into the Construction Fund. Section 8.2. Payment of the Bonds. While any of the Bonds ambutstariding -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 CoritrolIing Ordinances the Outstanding Ordinances, and the Additional Supplemental "Ordinances, if, arty that authorize the issuance of initial Obligations or Additional Obligations. Section 8:3. Representations and Covenants, .(a) The Cities and the Boardmillfaithfiillvperformat all times any and all covenants, undertakings, stipulations, and provisions contained iii the Controlling Ordinances and this Ordinance; the Cities will promptly pay or cause to be paid from Pledged Revenues. the principal of, mterest on, and premium,'if any with respect to, each Bond on the dates and atthe.placesand mannerprescribed 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 specked 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 1he'Bonds in the hands of the Holders are and will be valid and enforceable special obligations of the Cities and the Board in accordance with-their terms. (c) The Board,, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Ordinance. Section 8.4. Covenants-Regarding Tax - Exemption. The Cities and the Board covenant to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment ofthe Bonds as obligations described in section 103 ofthe.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 fuither- ance 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 25- than 95 percent of the net proceeds being;used to provide an 'airport" within the meaning of section 142(a)(1) of the Code; (b) to take such action to assure at all tunes while the Bonds remain outstanding, the facilities, directly or mdirectly financed with. the proceeds "thereof will be owned by a;governmental :unit; (c) that no part of the facilities, directly or indirectly financed with the proceeds of the Bonds will constitute (i) any lodging facility, (ii) any retail - facility (including food or'beverage facilities) in excess of a size . necessary to serve passengers arid.employees at the exempt facility (iii) an _f (other thanparking) for passengers" or the" general public located outside the exempt facility terminal, (iv) any office" building for individuals who are not employees of a-governmentai unit or of the operating >authorty for the exempt facility; or (v) any industrial park or. manufacturing facility; (d) that the maturity of the Bonds does not exceed 120 percent of the economic .life =of the facilities, directly or indirectly financed with the proceeds of the as more specificallyset forth in section 147(6) of the Code; (e) that fewer than 25 percent of the proceeds of the Bonds mill be used for thtacquisition of land or an interest therein, unless such land is acquired for noise abatement or wetland preservation: or the future use of the Airport, and there is no other significant use of such land; (f) that any property acquired, directly or indirectly, with the proceeds of the Bonds I was not placed -in, service prior to such acquisition unless the provisions of section 147(d) of the Code; relating-to rehabilitation, are satisfied; (g) that the costs of issuance to be financed with the proceeds of the:Bonds do .not exceed two (2) percent of the proceeds of the Bonds; (h) 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; ( ) 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. 148b)(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 3 years 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 debtservice fund, within the "meaning, of section 1148 -1(b) of the Treasury Regulations,. and ( iii) amounts deposited. in any reasonably required reserve or replacement fundto the extent such amounts do not exceed 10 percent of the stated. principal amount (or,"inthe "case of a discount, the issue price) of the Bonds; 0) 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 ofthe Code - (relating to arbitrage)- and to create and maintain a Rebate Fund, as required below to pay to the United States ofAffienda at least once duringea6h five-year period(beguining on the date of delivery of the Bonds) an amount that .ts at least equal to 90percent.of the 'Excess Earnings; within the inearling of section. 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid'm 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 (1) to maintain such records as will enable the Cities 'and tthe Board, to fulfill their responsibilities under this section and section 148 of the Code and to retain such records for at least-six years following ,the .final payment of principal and interest on the Bonds. In order to facilitate the requirements, of subsection (k) of this Section, the Rebate Fund shall be established and maintained by the Board, on behalf of itself and the Cities, , for the sole,benefit,of the United States of America, and, such Rind shall not be s6biectto the claim of any other Person, . widludiri&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 understandthat the term 'Proceeds" includes dispositionproceeds, 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 issuanceof theBonds. 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 dr-rulipgs archercafter promulgated Whichmodify, or expand provision's 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 ftomfederal income taxation -of interest on the Bonds under section.103 of the Code. Section 8.5 DisRositionofProiect. The Cities, and,the Board covenantthat the,property constituting the projects financed or refinanced with the proceeds of the -Bonds will not be sold or otherwise erwise disposed -in a in transaction resulting 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 � i I not will 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 betreated as a transaction resulting in the receipt, of cash or'Other. compensation. For purposes hereof, the Cities and the Board shall notbe obligated.0 comply with this. covenant if they obtain an opinion that such failure to comply will not'adversely affect the excludability for federal income tax purposes from gross income of the interest on'the Bon&. Section 8.6 Allocation of, and Limitation on. _Expenditures. for the Protect. The Cities and the Board covenant,to account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in Section 3 1 of this Ordinance (the '.Project ") on its books and records by allocating proceeds: to expenditures within I& months of the later of the date that (1) the,expendi is made.. or (2).,the. Project is completed. The foregoingnotwithstanding, the Cities and the Board shall not expend sale proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the, Bonds are retired, unless the Cities and the Board obtain an opinion of nationally- 27 recognized bond counsel that such expenditure will not adversely affect the tax-ex f e . 0MPt'st9tus; 0 the Bonds. For purposes hereof, the Cities and the Board shall not be ob i ated 119 to comply with this covenant,if'it,obtains, an opimoft that such failure to comply will not adversely affect the excludability .for federal income tax purposes from gross. income of thointerest on the Bonds. Section 8 7. Bond insurance and Credit A ffeements. The Bonds have been offered: mthone.ormora commitments for bond insurance provided by the insurer or Insurers and the Debt Service Res6rveRequirement may be satisfied With the purchase of a Credit Agreement, with greernentto% be th the�bond insurance and/or Credit evidenced by one or more ofthethen current legal forms. of the Policy or Policies.. I The , Cities have sold one or morematurities.of the, Bonds based on such insurance but are not required to obtain bond insurance from another source ifthe Insurer does not h onor o i r s unable, to hon6rits obligations to, deliver the P01icy,or Policieson the Closing Date. In the event such insurance-is not issued asloone or more maturities on the Closing Date or-the Cities do not enter into a Credit Agreement to fund the Debt Service Reserve Requirement as a result of iSsume the Bonds, this.Section shall, be of no force and effect. In,accordaric'6 with the terms and conditions imposed by the Insurer or Insurers or Credit Provider or Credit Providers, and subject to the preceding - covenant and agree that: sentence, the Cities (a) Upon the occurrence of an Event of Default which wouldrequire any Insurer or Credit to make payments under a Policy or Credit Agreement,- each obligated Insurer or Credit Provider and its designated agent shall, be provided with access to the registration books relating to.theb onds. In addition, each obligated Insurer or Credit Provider shall be deemed the sole Holder of the'Bonds that it with respect to any action taken pursuant to Article VII of the Thirtieth Ordinance, In determining whether a payment default relating tothe Bonds has occurred pursuant to Section 7 l(i) and '(ii) of the Thirtieth : Ordinance, no effect shall be givento payments made under any Policy or Credit Agreement. Furthermore, notice ofany-pgymprit4efaliltwith respect to the Bonds shall be given immediately by the Board to each Insurer or Credit Provider (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 and Credit Provider shall be furnished with written n6ticeofthe resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto. (c) The following information.and data shall be provided io;each Insurer and Credit-Provider by t4c Boardpenodically as follows: Annually, when available, the Airport budget as approved by,flie'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 operatiorLs as are ,compil compiled and made generally available by -the Airport. ,Section 8.,8 Revisions;ofCDP The Cities have reviewed 'and do hereby approve the increase in the Capital Development Program from $2,563,972,000 to,$2,727 734 000 -in the approximate 0ocaboris-set forth 28- 'in Exhibit D; provided, however that, upon written notification to thtCity Managers, the Board:mav reallocate the increase among the elements set forth .m such Exhibit "D ARTICLE IX REPEAL, SEVERABILITY AND EFFECTIVE DATE Section 9 1 Ordpiancelimealable. After any of the Bonds shall be issued,-this-Ordmiante.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 provisi,bn.of this Ordinance shall: for any reason be held to be invalid or unenforceable, the invalidity or lack- of enforceability 6tguch Section, paragraph, clause or provision shall not affect any of the remairaiigprovisions of this "Ordinance. IfanySection, 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 suck Section, paragraph, clauseof provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other .provisions- of this Ordinance not dependent Airectly for effectiveness upon the pro-vision of the Contract and Agreement thus declared to be invalid and unenforceable. ,Section 93,. Effective Date. ThmOrdinance, when duly passe&byb9th:Cit1es, shall be,in full force and effect: (Execution and Verification Pages Follow) 29- APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS APRIL 28,2004 APPROVED AS TO FORM: MADELEINE B JOHNSON City Attorney ,4zt, itv Attorn City of DaI s, Texas PASSED BY THE FORT WORTH CITY COUNCIL THIS APRIL 27 2004 ATTEST -Zula-� 4iev-t Z ,-"' Actm eCity Secretary City of Fort Worth, Texas AS TO FORM AND LEGALITY City Attorney City of Fort Worth, THE STATE, OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Shirley Acy City Secretary- of the City of Dallas, Texas, do hereb y certift- 1 That the above and foregoing is a true and correct copy of an excerpt from the-minutes of the City Council °of,the City of, Dallas. had in regular meeting, April 29, 200'4 confirming the passage of Dallas/Fort Worth International Airport Fortieth Supplemental Concurrent Bond Ordinance authorizing the.tssuance of Dallas/Fort Worth International Airport loint.Revenue Improvement Bonds, Series 20041 which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice ofthe.tune, place acrd purpose of said meeting was given, all as required by Chapter .5S I Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas. Texas, this 2-3rd .day of July . 2004 (SEAL) THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH Sylvia Glover, Acting City Secretary of the City of Fort Worth;, Texas, do hereby certify, That. the above and foregoing is a true and correct copy of an Ordinance; duly presented and passed by the City Council of the City of Fort Worth; -Texas, At a regular meeting held on April 27 2004,as same .appears Of record in the Office of the City Secretary. 2. That said meeting was open to the public, and public notice of the: time, ,place and purpose of said meet' wasgiven� all as required by Chapter 55 1, Texas mg Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this 3dayof July. 2004. Actirk City Secretary City of Fort Worth, Texas (SEAL) EXHIBIT A FORM OF UNDERWRITING. AGREEMENT See Transcript of Proceedings, Tab #.4 A -1 EXHIBIT B NOTICE :OF •REDEMPTION NOT APPLICABLE IM EXHIBIT C CREDIT AGREEMENT PARAMETERS Terms not defined herein shall have the meanings set forth in the; CointrollingOrdinances. To thd extent the Authorized Officers determine to fund the Debt Service Reserve Reqpirehient with a Policy such Policy will -have the following,pairameters: Payments pursuant to the Credit Agreement relating :to. the Policy (the, Credit Agreement ") will be madeonly from Pledged Revenues and 'Pledged Funds, although as provided in Section I 5(a)(iii), the Policy shall not create a Patity Credit Agreement Obligation, The maximum amount the Policyxili be insuring is the total incremental Debt Service: Reserve Requirenient-attributable-to the Bonds. The execution ofthe Credit A=eeme.nmust not result in or cause thethen underlying credit rating on the Obligations to'be4owered or withdrawn by a majority ofthe credit rating agencies. The Policy must provide,fbr either (i) the payment of the principal of and interest on the Obligations when due or (ii) the replenishment of the Debt 'ServiceReserve Fund as a.nd.twhen draws, are made againsvitt 'The Credit Agreement will be in effect for so long as the Cities and/o-r,the Board owes the Credit Provider that issued the Policy (the 'Credit Provider".) amounts representing repayment of draws and the interest thereon ("Policy Costs") The right and obligations of the Cities and the Board under the Credit Agreement shall be,governed by Texas law. The Cities and/or the Board shall pay- a rate of interest accruing on Policy costs; outstanding that is no greater than the highest rate permitted bylaw A default under. the Credit Agreement shall not entitle the Credit Provider to accelerate the Bonds or any other Outstanding, Obligations. C-1 EXHIBIT D CDP Summary (in OgWs) CDP Elements Revised CDP Buudget Revisions Cur'reint- CDP Budget Airfield Projects $ 225,502 $ 3,91:7 $ 229 419 Slylinl: 885 150 9 475 8941625 Tenxunal D 1 087 134 11.9,172 1,206;306 Support Infrastructure 252,605 24;885 277 490 Roads & Parigng 113,581 6,313 1191894 Total CDP $2,563,972 $'163,762 $2,727 734 EXHIBIT 'E FORM OF PRELIMINARY OFFICIAL STATEMENT See Transcript of Proceedings MINUTES AND CERTIFICATION FOR DALLAS/FORT WORTH INTERNATIONAL AIRPORT FORTIETH SUPPLEMENTAL CONCURRENT BOND ORDINANCE THE STATE OF TEXAS § COUNTIES OF TARRANT AND DENTON § CITY OF FORT WORTH W-e, ;the undersigned officers of the City:Council of the City of Fort, Worth,, hereby certify as.followg- I ' That said City Council convened REGULAR MEETING ON THE 27th day of April, 2004, at the City Hail, and the roll was called of the duly constituted officers and members, of said City Council,. to -wit. Mike Moncrief,.Mayor Ralph McCloud;.Mayor Pro Tem Sylvia Glover Acting City Secretary Chuck Silcox; Countilmember Clyde Picht, councilmember John Stevenson, C6uncilmember Becky Harkin, CounKilmember Jim Lane,, Councilmember, Wendy Davis, Councilmember Frank MossiCouncillmember and all of said persons were present, thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written FORTIETH SUPPLEMENTAL. CONCURRENT BOND ORDINANCE . C IN AUTHORIZING DALLASIFORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE IMROVEMENT BONDS, SERIES 2004B FOR LAWFUL PURPOSES; PROVIDING THE SECURITY THEREFOR, PROVIDING FOR THE SALE, EXECUTION AND DELIVERY THEREOF SUBJECT TO CERTAIN PARAMETERS' AND PROVIDING, OTHER TERMS, PROVISIONS AND COVENANTS WITH RESPECT THERETO was duly introduced-for the consideration of said City Council and read in full. It was then duly -moved and seconded. that said Ordinance be adopted, and, after due discussion, said motion, carrying with it the adoption, of said Ordinance, prevailed and carried by the following- vote, AYES 9 DAL504/71005 Dallas Minutes for 40th Ord (FW),DOC NOES 0 ABSTENTIONS 0 2. That a true, fill,, and correct copy of the Aforesaid Ordinance adopted at :the- 6110, this Meeting described in the above and, foregoing, paragraph pis attache to and follows ws, 11, in said -1 s minutes of said Certificate; that said Ordinance has been duly recorded d City Council Meeting; that the above and foregoing paragraph isa true, full, correct excerpt from said City Council s minutes of said Meeting pertaining to theadoviion of said Ordinance; that the persons named -in the above and foregoing paragraph are the duly chosen,, qualified', and acting officers and members- of said City Council as indicatedtheroin, and that each of the officers and members of said City Council was duly and sufficiently notified officially and personally in advance, of the time, place, ,. and purpose of the aforesaid- Meeting, and that said Ordinance would be introduced and considered for adoption at said Meeting, and each of said officers. and members consented, in advance, to the holding: of said Meeting for such purpose, and that: said Meeting was open to the public, and public notice of -the time, Place., and purpose of said Meeting. was given, all a.s.required by Chapter.5 5 1 Texas Goveniment.Code,.asamended. SIGNED AND SEALED the APR 2 7 2004 Act4 City Secretary City of Poit Worth (SEAL) Signature Page to Minutes and Ce7Wfication,