HomeMy WebLinkAboutOrdinance 15507MPH DRAFT#7
Apri18, 2003
DALLAS/FORT WORTH INTERNATIONAL AII2PORT
THIRTY-SEVENTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth; Texas
authorizing
$1,600,000,000
aggregate principal amount
of
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE IMPROVEMENT AND REFUNDING BONDS
in one or more Series
Passed by the City Council of the City of Dallas, Apri19 2003
Passed by the City Council of the City of Fort Worth, April 8, 2003
Effect7ve Apri19 2003
TABLE OF CONTENTS
Paee
Preambles 1
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1 1 Short Title 2
Section 1.2. Definitions 2
Section 1.3 Table of Contents, Titles and Headings 4
Section 14 Interpretation 4
Section 1.5 Declarations and Additional Rights and Lmutahons Under Controlling Ordinances 5
ARTICLE II
PURPOSES, PLEDGE AND SECURITY FOR BONDS
Section 2.1 Purposes of Ordinance 6
Section 2.2. Pledge, Security for, Sources of Payment of Bonds
ARTICLE III
AUTHORIZATION GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3 1 Authorization ~
Section 3.2. Initial Date, Denormnations, Number, Maturity Initial Registered Owner,
Characteristics of the Initial Bond and Expiration Date of Delegation 7
Section 3.3 Medium, Method and Place of Payment g
Section 3 4 Ownership g
Section 3.5 Registration, Transfer and Exchange 10
Section 3 6. Cancellation and Authentication 11
Section 3 7 Temporary Bonds 11
Section 3.8. Replacement Bonds 11
Section 3.9 Book-Entry Only System 12
Section 3 10 Successor Securities Depository 13
Section 3 11 Payments to Cede & Co. 13
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 41 Lirmtation on Redemption 13
Section 4.2. Optional Redemption 13
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Section 4.3 Partial Redemption 14
Section 4 4 Mandatory Redemption of Certain Bonds 14
Section 4.5 Notice of Redemption to Holders 14
Section 4.6. Payment Upon Redemption 15
Section 4 7 Effect of Redemption 15
ARTICLE V
PAYING AGENTIREGISTRAR
Section 5 1 Appointment of Initial Paying Agent/Registrar 15
Section 5.2. Qualifications 15
Section 5.3 Maintaimng Paying Agent/Registrar 15
Section 5 4 Termination 16
Section 5.5 Notice of Change 16
'Section 5.6. Agreement to Perform Duties and Functions 16
Section 5 7 Delivery of Records to Successor 16
ARTICLE VI
FORM OF THE BONDS
Section 6.1 Form Generally 16
Section 6.2. Form of Bond 17
Section 6.3 CUSIP Registration 25
Section 6.4 Legal Opinion 25
ARTICLE VII
EXECUTION, APPROVAL, REGISTRATION, SALE
AND DELIVERY OF BONDS AND RELATED DOCUMENTS AND
REDEMPTION OF REFUNDED BONDS
Section 7 1 Method of Execution, Delivery of Intial Bond 25
Section 7.2. Approval and Registration 26
Section 7.3 TEFRA Approval 26
Section 7 4 Approval of Credit Agreements 26
Section 7.5 Refunding and Redemption of the Refunded Bonds 26
Section 7.6. Official Statement 27
Section 7 7 Approval of Updated Capital Development Program 27
Section 7.8. Attorney General Modification 27
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P~g.~
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1 Deposit and Uses of Bond Proceeds 27
Section 8.2. Payment of the Bonds 27
Section 8.3 Representations and Covenants 28
.Section 8.4 Covenants Regarding Tax Exemption 28
Section 8.5 Disposition of Project 30
'Section 8.6. Allocation of, and Limitation on, Expenditures for the Project 30
Section 8.7 Bond Insurance 30
ARTICLE IX
REPEAL, SEVERABILITY AND EFFECTIVE DATE
Section 9 1 Ordinance Irrepealable 31
Section 9.2. Severability 31
Section 9.3 Effective Date 32
Signatures 33
Exhibit A Form of Underwriting Agreement
[Exhibit B Form of Notice of Redemption]
Exhibit C Credit Agreement Parameters
Exhibit D CDP Summary
Exhibit E Form of Preliminary Official Statement
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CITY OF DALLAS ORDINANCE NO.
CITY OF FORT WORTH ORDINANCE NO. I~~CJ ~°
THIRTY-SEVENTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
AUTHORIZINGDALLAS/FORTWQRTH INTERNATIONAL AIRPORT JOINT
REVENUE IMPROVEMENT AND REFUNDING BONDS,. IN ONE OR MORE
SERIES, 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
WHEREAS, prior to the adoption of this ordmance (herein defined and cited as the 'Thirty-Seventh
Supplemental Concurrent Bond Ordinance" or as the or this 'Ordinance"), the City Councils of the Cities of
Dallas and Fort Worth, Texas (the 'Cities") passed the Thirtieth Supplemental Concurrent Bond Ordinance
(defined and cited herein as the 'Thirtieth Ordinance") relating to the Dallas/Fort Worth International Airport
{the Airport"); and
WHEREAS, the Thirtieth Ordinance amended and supplemented the prior ordinance of the Cities
that is defined therein as the 1968 Ordinance"• and
WHEREAS, the 1968 Ordinance, as amended and supplemented by the Thirtieth Ordinance, and
the Thirtieth Ordinance, now constitute the controlhng bond ordinances of the Cities (herein defined together
as the 'Controlling Ordinances") that relate to the financing of the Airport and that, together (i) prescribe the
terms and conditions upon the basis of which the Additional Obligations, Credit Agreements, and Panty Credit
Agreement Obligations may be issued and executed, and (ii) provide and establish the pledge, security and
liens securing the Cities special obligations to pay when due the Outstanding Obligations, the Initial
Obligations, any Panty Credit Agreement Obligations, and any Additronal 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, in accordance with the Controlling Ordinances, the Cities have been requested by the
Dallas/Fort Worth International Airport Board (the 'Board") to issue Additional Obligations pursuant to this
Ordinance to refund certain Outstanding Obligations, to pay costs of capital improvements of the Airport and
for other purposes as further described in Section 3 1 and
WHEREAS, the City Councils of the City of Dallas, Texas on May 14, 1997 and of the City of Fort
Worth, Texas on May 13, 1997 concurrently passed the 'Itventy Seventh Supplemental Regional Airport
Concurrent Bond Ordinance (the 'Twenty Seventh Supplemental Ordinance") authorizing the issuance of
the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Senes 1997 in the
aggregate amount of $142,070,000, presently outstanding in the aggregate principal amount of $142,070,000
(the 'Refunded Bonds"); and
WHEREAS, the City Councils of the Cities desire to refund all or part of the Refunded Bonds as
set forth in the Pricmg Certificate (as hereinafter defimed); and
WHEREAS, the City Councils of the Cities desires to refund the Refunded bonds m order to achieve
a gross debt service savings of not less than 3%, with such savings, among other information and terms to
be included in the Pncing Certificate; and
WHEREAS, each City Council finds and determines that the meeting at which this Ordinance was
adopted was open to the public, and public notice of the time, place and subject matter of the public business
to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by
Applicable Law•
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
DALLAS.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
FORT WORTH.
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY MATTERS
Section 1 1 Short Title This Ordinance may hereafter be cited in other documents and without
further description as the 'T'hirty-Seventh 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, with respect to each Series, the date of such Bonds as
designated by the City Managersa
Bonds mean the bonds, issued in one or more Series, described in Section 3 1
Capital Development Program means the five-year Airport infrastructure expansion and
improvement program and plan approved by the Board on November 8, 1999 by the City of Fort Worth,
Texas on December 14, 1999 and by the City of Dallas, Texas on December 15 1999 as amended by the
Board on August 2, 2002, by the City of Fort Worth, Texas on November 13 2001, and by the City of Dallas,
Texas on November 14 2001, and as such program may be further amended from time to time.
Closing Date means the date on which the Bonds of a Series are actually delivered to and
paid for by the Purchaser.
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Designate yment/Transfer Office means (i) with respect to the initial Paying
Agent/Registrar named herein, its office in Austin, Texas, or such other location as may be designated by the
Paying Agent/Registrar, and (ii) with respect to any successor Paying Agent/Registrar, the office of such
successor designated and located as may be agreed upon by the Cities and such successor
Escrow Agent means Bank One, National Association or any successor thereto.
DTC means The Depository Trust Company of New York, New York, or any successor
securities depository
DTC Participant means brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance
and settlement of securities transactions among such parties.
Initial Bond means the Bonds of a Senes described in Section 3.2 with the insertions
required by Section 6.2(d).
Insureror Insurers means, with respect to each Series, the issuer ofthe Policy or ofthe
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 of a
Series is scheduled to be paid until the applicable Stated Maturity Date or Mandatory Redemption Date, as
determined m an Officers Pricing Certificate.
Mandatory Redemption Dates mean the dates on which the Cities are obligated to
redeem Bonds of a Senes in advance of their respective Stated Maturity Dates in accordance with
Section 4 4
Master Paying Agent Agreement means the paying agent agreement previously
executed by the Board and the Paying Agent/Registrar that specifies the dupes and responsibilities of the
Paying Agent/Registrar with respect to bonds or other obligations issued by the Cities in relation to the
Airport.
Officers Pricing Certificate means the certificate to be executed by the City Managers
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 of a Series issued hereunder.
Paying Agent/Registrar means Bank One, National Association, or any successorthereto
as provided in this Ordinance.
Policy or Policies means the policy or policies of municipal bond insurance relating to the
Bonds of a Series issued on the Closing Date by the Insurer or the Insurers if more than one.
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Purchaser means the person, firm or entity or the group thereof, or the representative of
such group, initially purchasing the Bonds of a Senes issued hereunder from the Cities pursuant to the
Underwriting Agreement for such Series.
Rebate Fund means the special fund required to be created and maintained in Section 8.4
and is the type of fund referred to in the definition of that term in the Thirtieth Ordinance.
Record Date means the 15th day of the month next preceding an Interest Payment Date.
Refunded Bonds means the Dallas-Fort Worth Regional Airport Joint Revenue
Construction and Refunding Bonds Series 1997
Representation Letter means the 'Blanket Letter ofRepresentations" betweenthe Cities
and DTC, as approved and ratified in Section 3.9(c).
eries means all of the Bonds designated as a Series under this Ordinance and which are
authenticated and delivered on ongmal issuance in a simultaneous transaction, and any Bonds thereafter
authenticated and delivered in heu of or in substitution of such Bonds, regardless of any variation in matunty
interest rate or other provisions.
Stated Maturity Dates mean the respective dates on which the Bonds of a Series are
stated to mature in accordance with Section 3.2(b).
Thirtieth Ordinance means the Thirtieth Supplemental Concurrent Bond Ordinance
passed by the City Councils of the Cities and effective on February 23, 2000
Underwriting Agreement means the Underwriting Agreement(s) hereafter entered into
as contemplated and authorized in Section 3.2(b).
Section 1.3 Table of Contents Titles and Headings. The table of contents, titles and headings
of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are
not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions
hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof
or in ascertaining intent, if any question of intent should arise.
Section 14 Interpretation. (a) Unless the context requires otherwise, words ofthe masculine
gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and
words of the singular number shall be construed to include correlative words of the plural number and vice
versa.
(b) Article and Section references shall mean references to Articles and Sections of this
Ordinance unless designated otherwise.
(c) If any one or more of the covenants, provisions or agreements contained herein should be
contrary to Applicable Law then such covenants, provisions or agreements shall be deemed separable from
the remaining covenants, provisions, and agreements hereof, and shall in no way affect the validity of the
'remaining covenants, provisions, and agreements contained in this Ordinance.
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Section 1.5 Declarations and Additional Rigkits and Li itatio nder ntrol 'ng Ord?n~nrec.
(a) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and
supplemented, the Cities declare and provide as follows:
(i) The Bonds are Additional Obligations that are authorized by Section 3.2 of
the Thirtieth Ordinance.
(ii) The Bonds are not Interim Obligations.
(iu) Each Policy is a Credit Agreement, and each Insurer is a Credit Provider
However a Policy does not create a Parity Credit Agreement Obligation. A Policy if any
entered into for the purpose of providing all or a portion of the amount equal to the Debt
Service Reserve Requirement is hereby declared to be a Credit Agreement that is on a parity
with Subordinate Lien Obligations; provided however, the provisions of subsection 5.2(b)(iii)
shall continue to apply with respect to any deficiencies m the Debt Service Reserve Fund,
including any costs of a Policy with respect to the Debt Service Reserve Fund.
(iv) Administrative Expenses shall include the fees and• expenses owed to the
Paying Agent/Registrar.
(v) The amount of the Debt Service Reserve Requirement on account of each
Series of Bonds is an amount that is not less than the average annual Debt Service that will
be required to be paid on or with respect to all Outstanding Obligations as of the date
following the delivery of each Series of Bonds. The amount on deposit in the Debt Service
Reserve Fund is less than the amount required, and the amount specified m Section 8.1, with
respect to each Series, shall be deposited to the Debt Service Reserve Fund out of the
proceeds of each Series of Bonds or shall be used to enter into a Credit Agreement to satisfy
the Debt Service Reserve Requirement.
(vi) The Stated Matunty Dates and the Mandatory Redemption Dates
established in accordance with Article III are Principal Payment Dates for the purposes of
the Thirtieth Ordinance.
(vii) Each Insurer, as a Credit Provider, is authorized to give and withdraw
notices of default under the provisions of Section 7 1(vii) of the Thirtieth Ordinance.
[(viii) SpecialRevenuesreceived by the Board from the imposition and collection
of passenger facilities charges unposed pursuant to 49 U.S. Code, Sec 40117 in the full
amount authorized by Records of Decisions of the Federal Aviation Administration (the
'FAA') heretofore issued pursuant to Applicable Law and Special Revenues received from
a passenger facilities charge collected at the rate of $3 00 per permissible passenger, but not
exceeding $4,000,000,000, asauthorized bythe FAA pursuant to the Board's applications for
approval to pay Debt Service on Obligations relating to the Capital Development Program,
shall be included as Gross Revenues.]
(ix) As permitted by Section 5 1 of the Thirtieth Ordinance, the Board confirms
the creation of the Capitalized Interest Account in the Construction Fund. The Capitalized
Interest Account is a Pledged Fund, subject to the terms and provisions of Section 8.6
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(x) This Ordinance is an Additional Supplemental Ordinance.
(b) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended
and supplemented, the following additional rights and limitations are granted and imposed:
(i) No amendment to 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 the Credit
Agreement.
(ii) The Cities shall have the right to amend the Outstanding Ordinances, the
Controlling Ordinances, and this Ordinance without the consent of or notice to the Holders,
for any purpose not prohibited by Section 8.3 of the Thirtieth Ordinance, if such amendment
is approved by the Insurer and such other Credit Providers, if any as may be required by an
Additional Supplemental Ordinance.
(iii) Whenever in ttus Ordinance, or in the Controlling Ordinances, the right is
granted to redeem Bonds m advance of a Stated Maturity Date, any such redemption may
be accomplished with any lawfully available money The Bonds may be redeemed according
to their respective terms, and pro rata redemptions are not required. All money delivered to
the Paying Agent/Registrar for the purpose of paying the pnncipal of and interest on Bonds
shall be held uninvested by the Paying Agent/Registrar.
(iv) In the event of the occurrence of an Event of Default, the nght of
acceleration of the Stated Matunty Date or the Mandatory Redemption Date of any Bond
or of any Parity Credit Agreement Obligation is not granted as a remedy and the right of
acceleration is expressly denied.
(v) The specific information that must be provided pursuant to the disclosure
requirements of Section 10 1 of the Thirtieth Ordinance with respect to the Bonds shall be
(A) the audited financial statements of the Board for each Fiscal Year ending on and after
September 30, 2003 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 II
PURPOSES, PLEDGE AND SECURITY FOR BONDS
Section 2.1 Pumoses of Ordinance. -The purposes ofthis Ordinance are to prescribe the specific
terms and provisions of the Bonds, to extend expressly the pledge, lien, security and provisions of the
Controlling Ordinances to and for the benefit of the Holders, to provide certain covenants to and for the
benefit of each Insurer and/or Credit Provider, and to sell the Bonds of each Series to the Purchaser of each
Series.
Section 2.2. Pledge. Securty for. Sources of Payment of Bonds (a) The pledge, the security and
the filing provisions of Sections 2.2 and 2.4 respectively of the Thirtieth Ordinance are hereby expressly
restated, fixed, brought forward and granted to the Holders, and to each Insurer, as a Credit Provider.
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(b) The Bonds, as Additional Obligations" under the Controlling Ordinances, are secured by a
lien on and pledge of the Pledged Revenues and the Pledged Funds on a parity with the Prior Obligations, the
Initial Obligations, and any other Additional Obligations that are Outstanding, and with Parity Credit
Agreement Obligations, if any that are unpaid from time to time, as declared and provided in Section 2.2 of
the Thirtieth Ordinance.
ARTICLE III
AUTHORIZATION GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3 1 Authorization. (a} Additional Obligations are hereby authorized to be issued and
delivered from time to time in accordance with Applicable Law The Bonds shall be issued for the purpose
of refunding all of the Refunded Bonds subject to certain debt service savings objectives, paying a portion of
the Costs of the Airport included in the Capital Development Program and certain Costs of the Airport, if any
not included in the Capital Development Program, to provide for capitalized interest, to provide funding for
the Debt Service Reserve Requirement through either the deposit of Bond proceeds or entering into a surety
or such other agreement and/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.
(b) The Bonds maybe issued in one or more Series, each such Series to be designated 'Cities
of Dallas and Fort Worth, Texas, Dallas/Fort Worth International Airport Joint Revenue Improvement and
Refunding Bonds, Series 2003, 'Cities of Dallas and Fort Worth, Texas, Dallas/Fort Worth International
Airport Joint Revenue Bonds, Series 2003 'Cities of Dallas and Fort Worth, Texas, Dallas/Fort Worth
IntemationalAirport Joint Revenue Improvement Bonds, Series 2003 or 'Cities of Dallas and Fort Worth,
Texas, Dallas/Fort Worth International Airport Joint Revenue Refunding Bonds, Series 2003, as appropriate,
and shall include such further appropriate particular designation to indicate the Series to which it belongs.
Section 3.2. Initial Date. Denominations. Number. Maturity Initial Registered Owner
Characteristics of the Initial Bond and Exniration Date of Delegation (a) The Initial Bond(s) of one or more
Series is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond of a
Series, without interest coupons, dated the date designated as prescribed below in the denomination and
maximum aggregate principal amount of $1,600,000,000, numbered T 1, payable in annual installments of
principal to the initial registered owner thereof (to be determined by the City Managers, as hereinafter
provided), or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each
case, the 'registered owner"), with the annual installments of principal of the Irihal Bond of a Series to be
payable on the dates, respectively and in the principal amounts, respectively to be stated in the Initial Bond
of a Series as set forth in this Ordinance and an Officers Pricing Certificate, and as provided in this
Ordinance, but with the final installment of principal (the maximum teen) to be not later than November 1
2035
(b) As authorized by Chapter 1371, Texas Government Code, as amended, the city managers
of the Cities (the 'City Managers') are hereby authorized, appointed, and designated as the officers or
employees of the Cities authorized to act on behalf of the Cities in the selling and delivering of the Initial Bond
of a Series and carrying out the other procedures specified in this Ordinance, including the determination of
the price at which each Initial Bond of a Seres will be sold, the amount of each Principal Installment of each
Series issued hereunder in the maximum aggregate principal amount, of all Series, of $1,600,000,000, the due
date of each Principal Installment of each Series hereof, which shall be November 1 in each year in which
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a Principal Installment is due, the Series designation of the Bonds issued hereunder, the dated date of each
Series, the rate of interest to be borne by each Principal Installment of each Series issued hereunder, the
redemption features, includmg any requirements of Mandatory Redemption, and all other matters relating to
the issuance, sale, and delivery of the Initial Bond of each Series and the Bonds of each Series. The City
Managers, acting for and on behalf of the Cities, are authorized to enter into and cant' out an Underwriting
Agreement for each Series in substantially the form attached hereto as Exhibit A as approved by the City
Attorneys of the Cities wrth the parties to be 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 Series designations, with such interest rates, with such redemption features and other matters, as shall
be determined by the City Managers and set forth therein and in an Officers Pricing Certificate; provided that:
(i) the price to be paid for the Initial Bond of each Series shall not be less than 95% of the initial aggregate
principal amount thereof with a maximum underwriter's discount of .8%, (ii) no installment of principal of
the Initial Bond of any Senes issued hereunder shall bear interest at a rate greater than 6.5% per annum, and
(iii) if refunding is included as part of a Series of Bonds, the refunding of the Refunded Bonds must result
in a gross debt service savings of not less than 3 %. It is further provided, however, that, notwithstandingthe
foregoing provisions, the Initial Bond of each Series issued. hereunder shall not be delivered unless prior to
delivery the Bonds have been rated by a nationally recognized rating agency for municipal securities in one
of the four highest rating categories for long teen obligations, as required by Applicable Law In connection
with the issuance and delivery of each Senes of Bonds, the City Managers, acting for and on behalf of the
Cities, are authorized to set out in an Officers Pricing Certificate for each Series such information as
contemplated herein. Each such 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 of each Series issued hereunder (i) may be prepaid or redeemed prior to the
respective scheduled due dates of installments of principal thereof as provided for in this Ordinance and in
an Officers Pricing Certificate, (' i) may be assigned and transferred, (iii) may be converted and exchanged
for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and
interest on the Initial Bond of each Series hereunder 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 determned by the City
Managers, as provided herein and in an Officers Pricing Certificate, with such changes and additions as are
required to meet the terms of the Underwriting Agreement executed by the City Managers with respect
thereto, including the name as to which the Initial Bond of such Series shall be registered.
(e) In the event the Underwriting Agreement shall not be executed on or before 5.00 p.m. on
October 1 2003, the delegation of authority to the City Managers pursuant to this Ordmance shall cease to
be effective unless the City Council of each of the Cities shall act to extend such delegation.
Section 3.3 Medium. Method and Place of Pa, ent. (a) The principal of, premium, if any and
interest on the Bonds shall be paid in lawful money of the United States of America. as provided in this
Section.
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(b) Interest on the Bonds of each Series shall be payable to the Holders whose names appear
in the Obligation Register (as defined m 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 for a Series, and
for 30 days thereafter, a new record date for such interest payment for such Senes (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 pnor to the Special Record Date by United States mail,
first class postage prepaid, to the address of each Holder of a Bond of such series appearing on the books
of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of
mailing of such notice.
(c) Interest on the Bonds shall be paid by check (dated as of the Interest Payment Date) and
sent by the Paying Agent/Registrar to the Holder entitled to such payment, United States mail, first class
postage prepaid, to the address of the Holder as it appears. in the Obligation Register or by such other
customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest
is to be paid; provided, however, that such person shall bear ail risk and expenses of such other customary
banking arrangements. Upon written request of a registered owner of at least $1;000,000 in pnncipal amount
of Bonds, all payments of the principal of, redemption premium, if any and interest on the Bonds shall be paid
by wire transfer in immediately available funds to an account designated by such registered owner
(d) The principal of each Bond shall be paid to the Holder on the due date thereof (whether at
the maturity date or the date of pnor redemption thereof) upon presentation and surrender of such Bond at
the Designated Payment/Transfer Office.
(e) If a date for the payment of the principal of or interest on a Bond is a Saturday Sunday legal
holiday or a day on which banking institutions in the Cities or m the city in which the Designated
Payment/'Transfer Office is located, are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding Business Day and payment on such date shall have the same force and
effect as if made on the original date payment was due.
(f) Subject to any applicable escheat, unclaimed property or similar and Applicable Law
unclaimedpayments remaining unclaimed by the Holders entitled thereto for three years after the applicable
payment or redemption date shall be paid to the Board and thereafter neither the Cities, the Paying
Agent/Registrar, nor any other person shall be liable or responsible to any Holders of such Bonds for any
further payment of such unclaimed moneys or on account of any such Bonds.
(g) The unpaid principal balance of the Initial Bond of each Senes issued hereunder shall bear
interest from the Closing Date of such Initial Bond to the respective scheduled due dates, or to the respective
dates of prepayment or redemption, of the pnncipal Installments of such. Initial Bond, 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 an Officers Pncmg Certificate, and with interest rates as
fixed by the City Managers in accordance with this Ordinance and an Officers Pricing Certificate, and as
set forth in the Underwriting Agreement for such Series.
Section 3 4 Ownershin (a) The Cities, the Board, the Paying AgentlRegistrar and any other
person may treat each Holder as the absolute owner of such Bond for the purpose of making and receiving
payment of the pnncipal thereof and premium, if any thereon, and for the further purpose of making and
receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to each
-9-
Holder on the Record Date), and for all other purposes, whether or not such Bond is overdue, and neither the
Cities; the Board, nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary
(b) All payments made to the person deemed to be the Holder in accordance with this
Section shall be valid and effectual and shall discharge the liability of the Cities, the Board, and the Paying
Agent/Registrar upon such Bond to the extent of the sums paid.
Section 3.5 Re~Jstration. Transfer and Exchange (a) So-long as any Bonds remain outstanding,
the Board shall cause the Paying Agent/Registrar tokeep aregister (the 'Obligation Register") at its principal
trust office in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar
shall provide for the registration and transfer of Bonds in accordance with this Ordinance.
(b) Ownership of any Bond may be transferred in the Obligation Register only upon the
presentation and surrender thereof at the Pa}nng Agent's Designated Payment/Transfer Office for transfer
of registration and cancellation, together with proper wntten instruments of assignment, in form and with.
guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of the Bonds, or
any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of
such assignee or assignees thereof to have the Bond or any portion thereof registered in the name of such
assignee or assignees. No transfer of any Bond shall be effective until entered in the Obligation Register
Upon assignment and transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the
Paying Agent/Registrar in conversion and exchange for such transferred and assigned Bond. To the extent
possible the Paying Agent/Registrarwiil 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 ~aymentlTransfer Office of the Paying Agent/Registrar together with a written request
therefor duly executed by the registered owner or assignee or assignees thereof, or its or their duly authorized
attorneys or representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar for a
Bond or Bonds of the same maturity and interest rate and in any authorized denomination and in an aggregate
principal amount equal to the unpaid principal amount of the Bond presented for exchange. If a portion of
any Bond is redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having
the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral
multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the
unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation.
To the extent possible, a new Bond or Bonds shall be delivered by the Paying Agent/Registrar to the
registered owner of the Bond or Bonds in not more than three business days after receipt of the Bond to be
exchanged in proper form and with proper instructions directing such exchange.
(d) Each Bond issued in exchange for any Bond or portion thereof assigned, transferred or
converted shall have the same principal maturity date and bear interest at the same rate as the Bond for
which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each
other Bond. The Paying Agent/Registrar shall convert and exchange the Bonds as provided herein, and each
substitute Bond delivered in accordance with this Section shall constitute an original contractual obligation of
the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond
or Bonds in lieu of which such substitute Bond is delivered.
(e) The Board will pay as Administrative Expenses, the Paying Agent/Registrar's reasonable
and customary charge for the initial registration or any subsequent transfer, exchange or conversion of the
Bonds, but the Paying Agent/Registrar will require the Holder to pay a sum sufficient to cover any tax or
10-
other governmental charge that is authorized to be imposed in connection with the registration, transfer,
exchange or conversion of a Bond. In addition, the Cities hereby covenant with the Holders of the Bonds that
the Board will (i) pay the reasonable and standard or customary fees and charges of the Paying
Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds,
when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the
transfer, registration, conversion and exchange of Bonds as provided herein.
(f) Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue,
transfer, or exchange any Bond called for redemption, in whole or in part, where such redemption is scheduled
to occur within 45 calendar days after the transfer or exchange date; provided, however, such limitation shall
not be applicable to an exchange by the Holder of the uncalled principal balance of a Bond.
Section 3 6 Cancellation and Authentication. All Bonds paid or redeemed before their Stated
Maturity Dates in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or
replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be canceled upon
the making of proper records regarding such payment, redemption, exchange or replacement. The Paying
Agent/Registrar shall dispose of the canceled Bonds in accordance with Applicable Law
Section 3 7 Temporary Bonds (a) Following the delivery and registration of the Initial Bond
of each Series issued hereunder and pending the preparation of definitive Bonds, the proper officers of the
Cities may execute and, upon the Cities' or the Board's request, the Paying Agent/Registrar shall authenticate
and deliver, one or more temporary Bonds that are panted, lithographed, typewntten, mimeographed or
otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which
they are delivered, without coupons, anti with such appropriate insertions, omissions, substitutions and other
variations as the officers of the Cities executing such temporary Bonds may determine, as evidenced by their
signing of such temporary Bonds.
(b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled
to the benefit and secunty of this Ordinance.
(c) The Cities or the Board, without unreasonable delay shall prepare, execute and deliver to
the Paying Agent/Registrar the Bonds in definitive form, thereupon, upon the presentation and surrender of
the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel
the Bonds in temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of the same
maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal
amount, as the Bond or Bonds in temporary form surrendered. Such- exchange shall be made without the
making of any charge therefor to any Owner
.Section 3.8 Replacement Bonds (a) Upon the presentation and surrender to the Paying
Agent/Registrar, at the Designated PaymentlTransfer Office, of a mutilated Bond, the Paying
Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond of like tenor and
pnncipalamount, bearing a number not contemporaneously outstanding. The Cities, the Board, or the Paying
Agent/Registrar may require the Holder of such Bond to pay a sum sufficient to cover any tax or other
governmental charge that. is authorized to be imposed in connection therewith and any other expenses
connected therewith.
(b) In the event any Bond is lost, apparently destroyed or wrongfully taken, the Paying
Agent/Registrar, pursuant to Subchapter D of Chapter 1201 Government Code, as amended, and in the
absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate
11
and deliver a replacement Bond of like tenor and principal amount, beanng a number not contemporaneously
outstanding, provided that the Holder first:.
(i) fiunishes to the Paying Agent/Registrarsatlsfactory evidence of his or her
ownership of and the circumstances of the loss, destruction or theft of such Bond;
(ii) fiirnishes such security or indemnity as may be required by the Paying
Agent/Registrar and the Cities to save them harmless,
(iii) pays all expenses and charges in connection therewith, including, but not
limited to, pnnting costs, legal fees, fees of the Paying Agent/Registrar and any tax or other
governmental charge that is authorized to be imposed; and
(iv) satisfies any other reasonable requirements imposed by the Cities and the
Paying Agent/Registrar.
(c) If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond
in lieu of which such replacement Bond was issued presents for payment such original Bond, the Cities, the
Board, and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person
to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Cities, the Board, or the Paying AgentlRegistrar in connection therewith.
(d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has
become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing
a replacement Bond, may pay such Bond.
(e) Each replacement Bond delivered in accordance with this Section shall constitute an original
contractual obligation of the Cities and shall be entitled to the benefits and security of this Ordinance to the
same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered.
Section 3.9 Book-Entrti Only System (a) The definitive Bonds of each Series shall be initially
issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial
issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of
DTC, and except as provided m Section 3 10, all of the outstanding Bonds shall be registered in the name of
Cede &-Co., as nominee of DTC.
(b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Cities,
the Board, and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant
or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided
I[i this Ordinance. Without limiting the immediately preceding sentence, the Cities, the Board, and the Paying
Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of
DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the
delivery to any DTC Participant or any other person, other than a Holder as shown on the Obligation
Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to
any DTC Participant or any other person, other than a Holder, as shown in the Register of any amount with
respect to principal of, premium, if any or interest on the Bonds. Notwithstanding any other provision of this
Ordinance to the contrary the Cities, the Board, and the Paying Agent/Registrar shall be entitled to treat and
consider the person in whose name each Bond is registered in the Obligation Register as the absolute owner
12
of such Bond for the purpose of payment of principal of, premium, if any and interest on the Bonds, for the
purpose of giving notrces of redemptron 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, prermum, if any and interest on the Bonds only to or upon the order
of the respective Holders, as shown in the Obligation Register, or their respective attorneys duly authorized
in writing, and all such payments shall be valid and effectrve to fully satisfy and discharge the Cities
obligations with respect to payment of, premium, if any and interest on the Bonds to the extent of the sum
or sums so paid. No person other than a Holder, as shown in the register, shall receive a certificate
evidencing the obligatron 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
substrtute a new nominee in place of Cede & Co., and subs ect to the provisions in this Ordinance with respect
to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date,
the word 'Cede & Co. in this Ordinance shall refer to such new nominee of DTC
(c) The 'Blanket Representaton 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 Deposrtor~ In the event that the Cities, the Board, or the
Paying Agent/Registrar deternune that DTC is incapable of discharging its responsibilities described herein
and in the Representation Letter, and that rt is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the
Cities, the Board, or the Paying Agent/ Registrar shall (i) appoint a successor securities depository qualified
to act as such under Section 17(a) of the Securities and Exchange Act of 1934 as amended, notify DTC and
DTC Participants, as identified by DTC, of the appointment of such successor securities depository and
transfer one or more separate Bonds to such successor securities depository or (ii) notrfy DTC and DTC
Participants, as identrfied by DTC, of the availability through DTC of Bonds and transfer one or more
separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC.
In such event, the Bonds shall no longer be restricted to being registered in the Obligation Register in the
name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities
depository or its nominee, or in whatever name or names Holders transferring or exchanging Bonds shall
designate, in accordance with the provisions of this Ordinance.
Secfion 3 11 Payments to Cede & Cn Notwithstanding any other provision of this Ordinance to
the contrary so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any and interest on such Bonds, and all notices with respect
to such Bonds, shall be made and given, respectively m the manner provided in the Representation Letter.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4 1 Linutation on Redemption. The Bonds of each Series shall be subject to redemptron
before scheduled maturity only as provided in this Article IV and an Officers Pricing- Certificate.
Secfion 4.2. Optional Redemption. (a) The City Managers shall specify m each Underwritrng
Agreement, Officers Pricing Certificate, Initial Bond of each Series issued hereunder, and in the Bonds such
rights of optional redemption, if any and the Redemptron Prices therefor that are to be reserved by the Cities.
13-
(b) To the extent the Bonds of a Series are subject to optional redemption, the Board, at least
45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying
AgentlRegistrar, shall notify the Paying Agent/Registrar ofsuch redemption date and of the pnncipal amount
of the Bonds to be redeemed.
Section 4.3 Partial Redemption. (a) If less than all of the Bonds of a Series are to be
redeemed pursuant to Section 4.2, the Board shall have the nght 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, within such maturity or maturities and in such principal amounts for redemption as
detemuneii by the Board in its sole discretion.
(b) A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only
in a pnncipal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially
redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Bond as though it were a single
'Bond for purposes of selection for redemption.
(c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, in
accordance with Section 3.5 of this Orduiance, shall authenticate and deliver an exchange Bond or Bonds in
an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange
being without charge.
(d) The Paying Agent/Registrar shall promptly notify the Board in writing of the pnncipal amount
to be redeemed of any Bond as to which only a portion thereof is to be redeemed.
Section 4 4 Mandatory Redemption of Certain Bonds (a) The City Managers shall specify
in each Underwriting Agreement, Officers Pricing Certificate, Initial Bond of each Series issued hereunder
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) Subjectto the provisions of subsection (c) of this Section, when less than all of the Bonds of
a Series of a specified maturity on a specified Stated Maturity Date are required to be redeemed as
determined m accordance with this Section, the Cities, acting through the Board, shall have the right and shall
direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof within a maturity that are to
be called for redemption. A portion of a single Bond of a denomination greater than $5,000 maybe redeemed,
but only in a principal amount equal to $5,000 or an integral multiple thereof. The Paying Agent/Registrarstiall
treat each $5,000 portion of the Bond as though it were a single Bond for purposes of selection for
redemption. Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar shall authenticate
and deliver an exchange Bond or Bonds in an aggregate amount equal to the unredeemed portion of the Bond
so surrendered.
(c) In lieu of the procedure described in subsection (b) of this Section, if less than all of the
Bonds of a Series of a Stated Maturity Date are required to be redeemed, the Cities and the Board shall have
the right to accept tenders of Bonds of the applicable Stated Maturity Date and to purchase Bonds of such
maturity in the open markets at any price that is less than the applicable Redemption Price for the Bonds
required to be redeemed.
Section 4.5 Notice ofRedemptionto Holders. (a) The Paying Agent/Registrar shall give notice
of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than
14-
30 days before the date fixed for redemption, to the Holder of each Bond (or part thereof) to be redeemed,
at the address shown on the Obligation Register
(b) The notice shall state the redemption date, the redemption puce, the place at which the Bonds
are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an
identification of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice.
Section 4.6. Payment Upon Redemption. (a) Before or on each redemption date, the Board shall
deposit with the Paying Agent/Registrarinoney sufficient to pay all amounts due on the redemption date and
the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date
by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the
Board and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any
and accrued interest on the Bonds being redeemed, or the tender or negotiated price in the case of Bonds
tendered or purchased under Section 4 4(c).
(b) Upon presentation and surrender of any Bond called for redemption at the Designated
Payment/Transfer Office on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the
principal of, redemption premium, if any and accrued interest on such Bond to the date of redemption from
the money set aside for such purpose.
Section 4 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 the principal thereof; redemption premium, if any or accrued interest thereon on the date fixed
for redemption, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for
redemption, whether or not such Bonds are presented and surrendered for payment on such date.
(b) If the Cities shall fail to make provision for payment of all sums due on a redemption date,
then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the
Bond until due provision is made for the payment of same by the Cities.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5 1 Appointment of Initial Paying Agent/Re ig strar Bank One, 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 AgentlRegistrar shall be a commercial bank, a trust
company organized under applicable laws, or any other entity duly qualified and legally authorized to serve
as and perform the duties and services of paying agent and registrar for the Bonds.
Section 5.3 Maintaining Pa~ng_A ent/Registrar (a) At all times while any Bonds are
Outstanding, the Cities will maintain a Paying Agent/Registrar that is qualified under Section 5.2 of this
Ordinance.
15-
(b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Board will
promptly appoint a replacement.
Section 5 4 Termination.. The Cities, actrng through the Board, upon not less than 60 days notice,
reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity
whose appointment is to be terminated written notice of such termination, provided, that such termination shall
not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of
Paying Agent/Registrar for the Bonds.
Section 5.5 Notice of Change Promptly upon each change in the entity serving as Paying
Agent/Registrar, the Board will cause notice of the change to be sent to each Holder and Insurer by first class
United States mail, postage prepaid, at the address in the Obligation Register, stating the effective date of the
change and the name and mailing address of the replacement Paying Agent/Registrar.
Section 5.6. Agreement to Perform Duties and Functions By accepting the appointment as
Paying Agent/Registrar, the Paying AgentlRegistrar acknowledges receipt of copies of the Controlling
Ordinances and this Ordinance, and is deemed to have agreed to the provisions of thereof, and to perform
the duties- and functions of Paying AgentJRegistrarprescribedtherein and herein.
Section 5 7 Delivery of Records to Successor If a Paying Agent/Registrar is replaced, such
Paying Agent/Registrar,proinptly upon the appointment of the successor, will deliver the Obligation Register
(or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying
Agent/Registrar.
ARTICLE VI
FORM OF THE BONDS
Section 6.1 Form Generally (a) The Bonds of each Series, 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 reproduction of an opinion of
counsel) thereon as, consistently herewith, maybe determined by the Board.
(b) Any portion of the text of any Bonds maybe 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 of each Series issued hereunder submitted to the
Attorney General of Texas and any temporary Bonds, shall be typed, printed, lithographed, photocopied or
engraved, and may be produced by any combination of these methods or produced in any other similar
manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof.
16-
Section 6.2. Form of Bond. The form of Bond, including the form of the Registration Certificate
of the Comptroller of Public Accounts of the State, the form of Certificate of the Paying Agent/Registrar and
the form of Assignment appearing on the Bonds, shall be substantially as follows.
(a) [Form of Bond]
REGISTERED
No
United States of Amenca
State of Texas
REGISTERED
DALLAS/FORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE IMPROVEMENT AND REFUNDING BOND SERIES 2003
INTEREST RATE. MATURITY DATE. ORIGINAL ISSUE DATE. CUSIP NO
2003 _ __
to
The Cities of Dallas and Fort Worth, Texas (the 'Cities"), for value received, hereby promise to pay
or registered assigns, on the Maturity Date, as specified above, the sum of
DOLLARS
unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall
have been paid or provision for such payment shall have been made, and to pay interest on the unpaid
principal amount hereof from the later of the Original Issue Date, as specified above, or the most recent
interest payment date to which interest has been paid or provided for until such principal amount shall have
been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a
360-day year of twelve 30-day months, such interest to be paid semiannually on May 1 and November 1 of
each year, commencing 1 200_ Interest on the Bonds shall accrue from the date of delivery
Capitalized terms appearing herein that are defined terms in the Ordinances. defined below have the
meanings assigned to them in the Ordinances. Reference is made to the Ordinances for such definitions and
for all other purposes.
The principal of this Bond shall be payable without exchange or collection charges in lawful money
of the United States of America upon presentation and surrender of this Bond at the corporate trust office
in Dallas, Texas (the 'Designated Payment/Transfer Office"), of Bank One, National Association or, with
respect to a successor Paying AgentJRegistrar, at the Designated Payment/Transfer Office of such
successor Interest on this Bond is payable by check dated as of the interest payment date, mailed by the
Paying AgentlRegistrar to the registered owner at the address shown on the registration books kept by the
Paying Agent/Registrar or by such other customary banking arrangements acceptable to the Paying
17
Agent/Registrar, requested by and at the risk and expense of, the person to whom interest is to be paid.
Upon written request of a registered owner of at least $1,000,000 in principal amount of Bonds, all payments
of the principal of, redemptron premium, if any and interest on the Bonds shall be paid by wire transfer in
immediately available funds to an account designated by such registered owner. For the purpose of the
payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is
registered at the close of business on the 'Record Date, which shall be the 15th day of the month next
preceding such interest payment date; provided,. however, that in the event of nonpayment of interest on a
scheduled interest payment date, and for 30 days thereafter, a new record date for such interest payment (a
'SpecialRecord Date") will be established by the Paying Agent/Registrar, ifand when funds for the payment
of such interest have been received. Notice of the Special Record Date and of the scheduled payment date
of the past due interest (the 'Special Payment Date, which shall be 15 days after the Special Record Date)
shall be sent at least five business days prior to the Special Record Date by United States mail, first class
postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying
Agent/Registrar at the close of business on the last business day preceding the date of mailing such notice.
If a date for the payment of the principal of or interest on the Bonds is a Saturday Sunday legal
holiday or a day on which banking institutions in the Cities or in the city in which the Designated
Payment/Transfer Office is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding Business Day and payment on such date shall have the same force and
effect as if made on the original date payment was due.
This Bond is one of a series.of fully registered bonds specified in the title hereof, dated
1 2003 issued in the aggregate principal amount of $" issued pursuant to the authority of
Chapters 1207 and 1371 Texas Government Code, as amended and the 'Controlling Ordinances, as defined
in the Thirty-Seventh Supplemental Concurrent Bond Ordinance adopted concurrently by the City Councils
of the Cities (the 'Thirty-Seventh Supplemental Ordinance"). The Controlling Ordinances and the Thirty-
Seventh 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 obtauung 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 for capitalized interest, [to refund and redeem
$ in aggregate principal amount of the 'Refunded Bonds",] to provide for capitalized interest;
to provide funding for the Debt Service Reserve Requirement through either the deposit of Bond proceeds
or entering into a surety or such other agreement; and/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 by the Cities in favor
of the Holders of Outstanding Obligations, the Initial Obligations, and any Additional Obligations or Parity
Credit Agreement Obligations that may be issued or executed pursuant to the Controlling Ordinances, as
defined and pemutted therein. The Cities have reserved the eight in the Ordinances to issue additional Initial
Obligations, Additional Obligations and Parity Credit Agreement Obligations that, after issuance, may be
secured by liens on and pledges of the Pledged Revenues and Pledged Funds on a parity with the lien thereon
in favor of the Bonds.
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The Cities have also reserved the right in the Ordinances to issue Subordinate Lien Obligations, and
Net Revenue Obligations and Credit Agreement Obligations in connection therewith, provided the lien and
pledge securing the same are expressly made junior and subordinate to the pledge and lien securing the
Obligations and Parity Credit Agreement Obligations.
All covenants requiring the Cities to pay principal and interest or other payments on Obligations,
Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations shall be joint, and
not several, obligations, and all monetary obligations shall be payable and collectible solely from the revenues
and funds expressly pledged thereto by the Ordinances or by an Additional Supplemental Ordinance, such
revenues and funds being owned m undivided interests by the City of Dallas (to the extent of 7/1 lth thereof)
and by the City of Fort Worth (to the extent of 4/llths thereof); and, each and every Holder shall by his
acceptance ofthis Bond consent and agree that no claim, demand, suit, or judgment for the payment ofmoney
shall ever be asserted, filed, obtained or enforced against either of the Cities apart from the other City and
from sources other than the funds and revenues pledged thereto; and no liability or judgment shall ever be
asserted, entered or collected against either City individually except out of such pledged revenues and
exceeding in the case of Dallas an amount equal to 7/1 lths of the total amount asserted or demanded, and
in the case of Fort Worth an amount equal to 4/1 lths of the total amount asserted or demanded. The Holders
hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised
by taxation.
The Cities have reserved the right and option to redeem the Bonds, in whole or part, in principal
amounts equal to $5 000 or any integral multiple thereof, before their respective maturity dates, on
1 , or on any date thereafter, at a price equal to the principal amount thereof, plus interest
to the date fixed for redemption, without premium. The Cities reserve the right, at their option, to redeem the
Term B onds maturing on November 1, in each of the years , on November 1, or any
date thereafter, at the principal amount thereof, plus accrued interest, if any to the date fixed for redemption,
without premium. If less than all of the Bonds are to be redeemed, the Board shall determine the maturity
or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar tocall by
lot the Bonds, or portions thereof, within such maturity and in such principal amounts, for redemption.
The Bonds maturing November 1 ,November 1 ,November 1, .November 1
and November 1 shall be redeemed prior to stated maturity in part by lot on November 1 as indicated,
in each of the years set forth below from moneys required to be deposited to the credit of the Debt Service
Fund at the principal amount thereof and accrued interest to date of redemption, without premium. Such
required sinking fund installments as to each maturity are as follows:
BONDS MATURING NOVEMBER 1,
Year Amount
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BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount
The Paying Agent/Registrar will select by lot the specific Bonds (or with respect to Bonds having
a denomination in excess of $5,000, each $5,000 portion thereof) to be redeemed by mandatory redemption.
The principal amount of Bonds required to be redeemed on any redemption date pursuant to the foregoing
mandatory sinking fund redemption provisions hereof shall be reduced, at the option of the City by the
principal amount of any Bonds having the same maturity which, at least 45 days poor to the mandatory
sinlang fund redemption date (i) shall have been acquired by the City at a price not exceedmg the principal
amount of such Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying
Agent/Registrar for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption
provisions hereof and not previously credited to a mandatory smking fund redemption.
Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less
than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be
redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for
redemption shall become due and payable on the redemption date specif ed in such notice; -from and after
such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have
been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue.
T be cluded my if Underwriting Agreement erves fights ofoptional edemption and/or stablishes more Sinking Funds and
provides for mandatory edemption.
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As provided m 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/Transferoffice, with such
indorsement 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 matunty of authorized denominations, bearing the
same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee
or transferees.
Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or
exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar
days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an
exchange by the registered owner of the uncalled pnncipal balance of a Bond.
The Cities, the Board, the Paying Agent/Registrar, and any other person may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein
provided (except mterest shall be paid to the person in whose name this Bond is registered on the Record
Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue,
and neither the Cities, the Board, nor the Paymg Agent/Registrar shall be affected by notice to the contrary
TT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the senes of which
it is a part is duly authorized by law• that all acts, conditions and things required to be done precedent to and
in the issuance of the Bonds have been properly done and performed and have happened in regular and due
tune, form and manner, as required by law
(Execution Page Follows)
21
IN WITNESS WHEREOF the City Council of the City of Dallas, Texas, has caused the facsimile
seal of that City to be placed hereon and this Bond to be signed by the facsunile signature of its Mayor and
countersigned by the facsimile signatures of its City Manager and City Secretary• and the City Council of the
City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this Bond to be
signed by the facsimile signature of its "Mayor, countersigned by the facsimile signature of its City Secretary
and approved as to form and legality by its City Attorney
COUNTERSIGNED•
City Manager,
City of Dallas, Texas
Mayor,
City of Dallas, Texas
City Secretary
City of Dallas, Texas
COUNTERSIGNED•
City Secretary
City of Fort Worth, Texas
Mayor,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney
City of Fort Worth, Texas
22
(b) [Form of Certificate of Paying Agent/Registrar]
CERTIFICATE OF PAYING AGENT/REGISTRAR
This is one of the Bonds referred to m the within mentioned Ordinances. The senes of Bonds of
which this Bond is a part was originally issued as one Initial Bond which was approved by the Attorney
General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.
as Paying Agent/Registrar
Dated.
By
/S/
(c) [Form of Assignment]
Authonzed Signatory
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto (print or typewrite
name, address and zip code of transferee):
_ ~_ - (Social Security or other identifying number } the within Bond
and all rights hereunder and hereby irrevocably constitutes and appoints attorney
to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the
,premises.
Dated.
Signature Guaranteed By
/S/ /S/
Authorized Signatory NOTICE. The signature on this Assignment must
correspond with the name of the registered owner
as it appears on the face of the within Bond in
every particular and must be guaranteed in a
manner satisfactory to the Paying
Agent/Registrar.
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(d) Initial Bond Insertions.
(i) The Imtral 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
follovvrng schedule:
Principal Interest
Years Installments Rates
(Information to be inserted in accordance
with Section 3.2(b) hereof)" and
(C) the Initial Bond shall be numbered T 1
(ii) The following Registration Certificate of Comptroller of Public
Accounts shall appear on the Initial Bond in lieu of the Certificate of the
Paying Agent/Registrar•
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
OF PUBLIC ACCOUNTS § REGISTER NO
THE STATE OF TEXAS
I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect
that the Attorney General of the State of Texas has examined and approved this Bond as required by law
and that he finds that it has been issued in conformity with the constitution and laws of the State of Texas,
and that this Bond has been registered this day by me.
24
WITNESS MY SIGNATURE AND SEAL OF OFFICE this
/S/
[SEAL] Comptroller of Public Accounts
of the State of Texas
Section 6.3 CUSII' Registration.. The Cities may secure identification numbers through the
CUSII' Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may
authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the
presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the
legality thereof and neither the Cities, the Board, nor the attorneys approving said Bonds as to legality are to
be held responsible for CUSIP numbers incorrectly printed on the Bonds.
Section 6.4 Legal Opinion. The approving legal opinions of McCall, Parkhurst & Horton L.L.P
Vinson & Elldns 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 Agent/Registrar on
behalf of the Holders of the Bonds.
ARTICLE VII
EXECUTION, APPROVAL, REGISTRATION, SALE
AND DELIVERY OF BONDS AND RELATED DOCUMENTS AND
REDEMPTION OF REFUNDED BONDS
Section 7 1 Method of Execution. Delivery of Initial Bond. (a) Each of the Bonds shall be
signed and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and
countersigned by the manual or facsimile signatures of its City Manager and City Secretary and the corporate
seal of that City shall be impressed, printed, lithographed or otherwise reproduced or placed on each bond.
Each of the Bonds shall be signed and executed on behalf of the City of Fort Worth by the manual or
facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary•
the same shall be approved as to form and legality by the manual or facsimile signature of the City Attorney
of the City and its corporate seal shall be impressed, printed, lithographed or otherwise reproduced or placed
upon each bond. All manual or facsimile signatures placed upon the Bonds shall have the same effect as if
manually placed thereon, all to be done in accordance with Applicable Law
(b) In the event the Mayor, City Secretary City Manager or City Attorney of either of the Cities
is absent, or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro
Tern, the Assistant City Secretary an Assistant City Manager or an Assistant City Attorney respectively
shall be authorized to execute such documents and take such actions, and the performance of such duties by
the Mayor Pro Tem and the Assistant City Secretary and an Assistant City Manager and an Assistant City
Attorney shall, for the purposes of this Ordinance, have the same force and effect as if such duties were
performed by the Mayor, City Secretary City Manager and City Attorney respectively If any official from
either City whose manual or facsimile signature shall appear on the Bonds, shall cease to be such official
before the Authentication of the Bonds or before delivery of the Bonds, such manual or facsimile signature
shall nevertheless be valid and sufficient for all purpose as if such official had remained in such office.
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(c) On the Closing Date, one 'Initial Bond, of each Series issued hereunder, representing the
entire pnncipal amount of the Bonds of such Senes, payable in stated installments to the Purchaser of such
Series or its designee, executed by manual or facsimile signatures of the Mayors and the City Manager of
the City of Dallas and countersigned by the City Secretaries of the Cities and approved as to form and legality
by the City Attorney of the City.of Fort Worth, approved by the Attorney General of Texas, and registered
and manually signed by the Comptroller of Public Accounts of the State, will be delivered to the Purchaser
of such Series or its designee. Upon payment for the Initial Bond of such Series, the Paying Agent/Registrar
shall cancel the Initial Bond of such Senes and deliver to DTC on behalf of the Purchaser registered definitive
Bonds as described in Section 3 7
(d) Except as providedbelow no Bond shall be valid or obligatory for any purpose or be entitled
to any secunty or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying
Agent/Registrar substantially in the form provided m 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 of each Series issued hereunder shall
have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this
Ordinance, manually executed by the Comptroller of Public Accounts of the State or by his duly authorized
agent, which certificate shall be evidence that the InitialBond of such Series has been duly approved by the
Attorney General of the State and that it is a valid and binding obligation of the Cities, and has been registered
by the Comptroller.
Section 7.2. Approval and Registration. The Board is hereby authorized to have control and
custody of the Bonds and all necessary records and proceedings pertaining thereto pending their delivery and
the Chairman, and the officers and employees of the Board and of the Cities are hereby authorized and
instructed to make such certifications and to execute such instruments as may be necessary to accomplish
the delivery of the Bonds or the Initial Bond of each Series 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 of each Series, the Comptroller of
Public Accounts (or a deputy designated in wntmg to act for him) shall manually sign the Comptroller's
Registration Certificate accompanying the Bonds of each Series and the seal of the Comptroller shall be
impressed, or placed in facsimile, on such certificate< The Chairman of the Board and the Chief Executive
Officer of the Airport shall be further authorized to make such agreements and arrangements with the
purchasers of each Series of Bonds and with the Paying Agent/Registrar as may be necessary to assure that
such Bonds will be delivered to such purchasers in accordance with the terms of sale.
Section 7.3 TEFRA Approval Mike Phemister 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 147 of the Code.
Section 7 4 Approval of Credit Agreements. The Board is authorized to enter into Credit
Agreements relating to the Bonds of a Series from time to time while the Bonds are Outstanding in
accordance with Applicable Law
Section 7.5 Refunding of Refunded Bonds The Cities hereby direct that the Refunded Bonds
be called for redemption on the Redemption Date approved by an Authorized Officer and that Bank One,
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National Association, as successor paying agent to NationsBank of Texas, N.A., Dallas, Texas, formerly
known as NCNB Texas NationalBank, Fort Worth, Texas, as paying agent for the Refunded Bonds, deposit
from the proceeds of the Bonds of a Series, as designated in the Officers Pricing Certificate, together with
other legally available funds, an amount sufficient, with investment earnings thereon, if any to pay the amount
due on the Refunded Bonds on the Redemption Date and which amount represents the par amount of the
outstanding principal amount of, plus accrued interest on, the Refunded Bonds to the Redemption Date (the
'Redemptron Price"), all in accordance with the form of Notice of Redemption attached hereto as Exhibit B
(the 'Notice of Redemption') The Refunded Bonds described in the Notice of Redemption shall be
presented for redemption in accordance with the Notice of Redemption at Bank One, National Associatron
as shown in the Notice of Redemption and shall not bear interest after the Redemption Date.]
Section 7 6 Official Statement. In connectron 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 Appendix E. The execution of a final official statement for the Bonds and any supplements
thereto which may be necessary to accomplish the issuance of Bonds is hereby authorized, which such
changes therein as shall be approved by an Authorized Officer, such person s execution of the Officers
Pncing Certificate for the Bonds to constrtute conclusive evidence of such approval.
Section 7 7 Approval of Undated Capital Development Pro rg_am The Cities hereby approve the
updates to the Capital Development Program referenced in Exhibit D
Section 7.8. Attorney General Modification. In order to obtain the approval of the Bonds by the
Attorney General of the State of Texas, any provision of this Ordinance may be modified, altered or amended
after the date of its adoption if required by the Attorney General in connection with the Attorney General s
examination as to the legality of the Bonds and approval thereof in accordance with the applicable law Such
changes, if any shall be provided to the City Secretary of each City and such City Secretary shall insert such
changes into this Ordinance as if approved on the date hereof.
ARTICLE VIII
GENERAL PROVISIONS
Sectron 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) if savings targets are met, an amount, together with interest
earnings thereon, equal to the Redemption Price of the Refunded Bonds shall be deposited into the Escrow
Fund for the Refunded Bonds; (ii) an amount shall be deposited to the Debt Service Reserve Fund or shall
be used to purchase a Credit Agreement, which together with the amount on deposit therein, is equal to the
Debt Service Reserve Regwrement; (iii) an amount shall be deposited to the Capitalized Interest Account of
the Construction Fund to pay capitalized interest on the Bonds; (iv) an amount shall be deposited to the
Construction Fund for payment of Costs of the Airport; and/or (v) an amount equal to the Cities and the
Board's costs of issuance of the Bonds will be deposited into the Construction Fund.
Section 8.2. Payment of the Bonds While any of the Bonds are outstanding and unpaid, the
Board shall make available to the Paying Agent/Registrar, out of the Debt Service Fund or the Debt Service
Reserve Fund, the amounts and at the tunes required by this Ordinance and the Controlling Ordinances,
27
money sufficient to pay when due all amounts required to be paid by this Ordinance, the Controlling
Ordinances, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if any that authorize
the issuance of Initial Obligations or Additional Obligations.
Section 8.3 Representations and Covenants. (a) The Cities and the Board will faithfully perform
at all times any and all covenants, undertakings, stipulations, and provisions contained m the Controlling
Ordinances and this Ordinance; the Cities will promptly pay or cause to be paid from Pledged Revenues the
principal of, interest on, and premium, if any with respect to, each Bond on the dates and at the places and
manner prescribed in each Bond; and the Cities will, at the tunes and in the manner prescribed by this
Ordinance, deposit or cause to be deposited the amounts of money specified by the Controlling Ordinances
and this Ordinance.
(b) The Cities are duly authorized by Applicable Law to issue the Bonds, all action on their part
for the issuance of the Bonds has been duly and effectively taken, and the Bonds in the hands of the Holders
are and will be valid and enforceable special obligations of the Cities and the Board in accordance with their
terms.
(c) The Board, the officers, employees and agents aze hereby directed to observe, comply with
and carry out the terms and provisions of this Ordinance.
Section 8.4 Covenants Re ag rdin~ Tax-Exemption. The Cities and the Boazd covenant to take
any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the
Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the
'Code"), the interest on which is not includable in the 'gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the Cities and the Board covenant as follows:
(a) to take such action or refrain from such action which would result in the Bonds not being
'exempt facility bonds" as the term is defined in section 142 of the Code; in particular, which would result in
less than 95 percent of the net proceeds being used to provide an 'auport" within the meaning of section
142(a)(1) ofthe Code;
(b) to take such action to assure at all times while the Bonds remain outstanding, the facilities,
directly or indirectly 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 and employees at the exempt facility (iii) any retail facility (other than
parking) for passengers or the general public located outside the exempt facility terminal, (iv) any office
building for individuals who are not employees of a governmental unit or of the operating authority for the
exempt facility 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 Bonds, as more specifically set forth in
section 147(b) of the Code;
(e) that fewer than 25 percent of the proceeds of the Bonds will be used for the acquisition 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,
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(f) that any property acquired, directly or indirectly with the proceeds of the Bonds 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 financedwith the proceeds ofthe 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(6) of the Code;
(i) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly to
acquire or to replace funds which were used, directly or indirectly to acquire investment property (as defined
in section 148(6)(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 debt service fund, within the meaning
of section 1 148-1(b) of the Treasury Regulations, and
(iii) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the stated principal amount (or, in
the case of a discount, the issue price) of the Bonds;
(j) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds, as may be necessary to satisfy the requirements of section 148 of the Code (relating to
arbitrage); and
(lc) to create and maintain a Rebate Fund, as required below to pay to the Umted States of
America at least once during each five-year period (beginning on the date of delivery of the Bonds) an
amount that is at least equal to 90 percent of the 'Excess Earnings, within the meaning of section 148(f) of
the Code and to pay to the Umted 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 the Board to fulfill their responsibilities
under this section and section 148 of the Code and to retain such records for at least six years following the
final payment of principal and interest on the Bonds.
In order to facilitate the requirements of subsection (k) of this Section, the Rebate Fund shall be
established and maintained by the Board, on behalf of itself and the Cities, for the sole benefit of the United
States of America, and such fund shall not be subj ect to the claim of any other Person, including Holders and
Credit Providers. Amounts on deposit in the Rebate Fund in accordance with section 148 of the Code shall
be paid periodically to the United States of America in such amounts and at such times as are required by said
section.
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The Cities and the Board understand that the term 'proceeds" includes disposition proceeds, as
defined in the Treasury Regulations, and, m the case of refunding bonds, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding
of the Cities and the Board that the covenants contained in this Ordinance are intended to assure compliance
vv~th the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant
thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions
of the Code, as applicable to the Bonds, the Cities and the Board will not be required to comply vv~th 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 additionalrequirements to the extent necessary in the opuuon ofnationally-recognized bond counsel,
to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the
Code.
Section 8.5 Disposition of Project. The Cities and the Board covenant that the property constituting
the projects financed or refinanced v~nth the proceeds of the Bonds will not be sold or otherwise disposed in
a transaction resulting in the receipt by the Cities or the Board of cash or other compensation, unless the
Cities and the Board obtain an opuuon of nationally-recognized bond counsel that such sale or other disposition
will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of
the property comprising personal property and disposed in the ordinary course shall not be treated as a
transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Cities and the
Board shall not be obligated to comply with this covenant if they obtain an opuuon that such failure to comply
will not adversely affect the excludability for federal income tax purposes from gross income of the interest
on the Bonds.
Section 8.6. Allocation of. and Lirnitation on. Expenditures for the Project 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. l8 months of the later of the date that (1) the expenditure is made, or (2) the Project is
completed. The foregoing notwithstanding, 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-recognized bond counsel that such expenditure will not adversely affect the tax-exempt status of
the Bonds. For purposes hereof, the Cities and the Board shall not be obligated to comply with this covenant
if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income
tax purposes from gross income of the interest on the Bonds.
Section 8.7 Bond Insurance and Credit Agreements. The Bonds of each Series have been
offered with one or more commitments for bond insurance provided by the Insurer or Insurers and the Debt
Service Reserve Requirement for each Series may be satisfied with the purchase of a Credit Agreement, with
the bond insurance and/or Credit Agreement to be evidenced by one or more of the then current legal forms
of the Policy or Policies. The Cities have sold one or more maturities of the Bonds of each Series based on
such insurance but are not required to obtain bond insurance from another source if the Insurer does not honor
or is unable to honor its obligations to deliver the Policy or Policies on the Closing Date. In the event such
30-
insurance is not issued as to one or more maturities of a Serves 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 issuing the Bonds of
a Series, respectively this Section shall be of no force and effect. In accordance with the terms and
conditions imposed by the Insurer or Insurers or Credit Provider or Credit Providers, and subject to the
preceding sentence, the Cities covenant and agree that:
(a) Upon the occurrence of an Event of Default which would require any Insurer or Credit
Provider 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 the Bonds. In
addition, each obligated Insurer or Credit Provider shall be deemed the sole Holder of the Bonds that it has
insured with respect to any action taken pursuant to Article VII of the Thirtieth Ordinance. In determining
whether a payment default relatuig to the Bonds has occurred pursuant to Section 7 1(i) and (ii) of the
Thirtieth Ordinance, no effect shall be given to payments made under any Policy or Credit Agreement.
Furthermore, notice of any payment default with respect to the Bonds shall be given immediately by the Boazd
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 notice
of the resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto.
(c) The following mformahon and data shall be provided. to each Insurer and Credit Provider by
the Board periodically as follows:
(i) Annually when available, the Airport budget as approved by the Cities and the
annual audited financial statements.
(ii) An official statement or offering document, if any prepared in connection with the
issuance of any Obligations.
(iii) Notice of any draw upon the Debt Service Reserve Fund.
(iv) Simultaneously with the delivery of the annual audited financial statements such
other statistical data concerning passenger statistics, landing weights and aircraft
operations as are compiled and made generally available by the Airport.
ARTICLE IX
REPEAL, SEVERABILITY AND EFFECTIVE DATE
Section 9 1 Ordinance Irrepealable After any of the Bonds shall be issued, this Ordinance shall
constitute a contract between the Cities, the Holders, and each Insurer, and this Ordinance shall be and
remain irrepealable until the Bonds and the interest thereon -shall be .fully paid, canceled, refunded or
discharged or provision for the payment thereof shall be made.
Section 9.2. everabili If any Section, paragraph, clause or provision of this Ordinance shall
for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such Section,
paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. If an~
Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be
31
invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause or provision
shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of
this Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement
thus declared to be invalid and unenforceable.
Section 9.3 Effective Date This Ordinance, when duly passed by both Cities, shall be in full
force and effect.
(Execution and Verification Pages Follow)
32
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS , 2003
APPROVED AS TO FORM.
City Attorney
City of Dallas, Texas
PASSED BY THE FORT WORTH CITY COUNCIL THIS , 2003
Mayor, City of Fort Worth, Texas
(SEAL)
ATTEST
City Secretary
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
City Attorney
City of Fort Worth, Texas
THE STATE OF TEXAS
COUNTY OF DALLAS
CITY OF DALLAS
I, Shirley Acy City Secretary of the City of Dallas, Texas, do hereby certify
1. That the above and foregoing is a true and correct copy of an excerpt from the minutes of
the City Council of the City of Dallas, had in regular meeting, , 2003, confirirung the passage
of Dallas/Fort Worth International Airport Thirty-Seventh Supplemental Concurrent Bond Ordinance
authorizing the issuance of Dallas-Fort Worth International Airport Joint Revenue Improvement and
Refunding Bonds, Series 2003 which ordinance is duly of record in the minutes of said City Council.
2. That said meeting was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Chapter 55 1, Texas Government Code,. as amended.
WITNESS MY HAND and seal of the City of Dallas, Texas, this day of , 2003
City Secretary
City of Dallas, Texas
(SEAL)
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF FORT WORTH
I, Gloria Pearson, City Secretary of the City of Fort Worth, Texas, do hereby certify
1 Thatthe 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
2003 as same appears of record in the Office of the City Secretary
2. That said meeting was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended.
WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this day of
2003
City Secretary
City of Fort Worth, Texas
(SEAL)
EXHIBIT A
FORM OF UNDERWRITING AGREEMENT
Al
[EXHIBIT B
NOTICE OF REDEMPTION]
B-1
EXHIBIT C
CREDIT AGREEMENT PARAMETERS
Terms not defined herein shall have the meanings set forth in the Controlling Ordinances. To the extent the
Authorized Officers determine to fund the Debt Service Reserve Requirement with respect to any Series
with a Policy such Policy will have the following parameters:
Payments pursuant to the Credit Agreement relating to the Policy (the 'Credit Agreement"}
will be made only from Pledged Revenues and Pledged Funds, although as provided in
Section 1.5(a)(iii), the Policy shall not create a Parity Credit Agreement Obligation.
The maximum amount the Policy will be insuring is the total incremental Debt Service
Reserve Requirement attributable to the Bonds.
The execution of the Credit Agreement must not result in or cause the then underlying
credit rating on the Obligations to be lowered or withdrawn by a majority of the credit
rating agencies.
The Policy must provide for either (i) the payment of the principal of and interest on the
Obligations when due or (ii) the replenishment of the Debt Service Reserve Fund as and
when draws are made against it.
The Credit Agreement will be in effect for so long as the Cities and/or the Boazd 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 Boazd shall pay a rate of interest accruing on Policy costs outstanding
that is no greater than the highest rate permitted by law
A default under the Credit Agreement shall not entitle the Credit Provider to accelerate the
Bonds or any other Outstanding Obligations.
C1
EXHIBIT D
CDP SUMMARY' (IN_000'S
CDP Elements Revised CDP Revisions Currrent CDP
Budget Budget
Airfield Projects $ 224,763 $ 739 $ 225,502
Automated People Mover 846,638 38,512 885,150
Terminals 1,077,190 9,944 1,087134
Support Infrastructure 256,596 (39,910) 252,605
Roads & Parking 158,785 (45,204) 113,581
Total CDP $2,563,972 $ 0 $2,563,972
D-1
APPENDIX E
FORM OF PRELIMINARY OFFICIAL STATEMENT