HomeMy WebLinkAboutOrdinance 15185CITY OF DALLAS QRDINANCE NO.
CITY OF FORT WORTH ORDINANCE NO. ~~~~
THIRTY-FOURTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE
AUTHORIZING DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT
REVENUE IMPROVEMENT AND REFUNDING BONDS, SERIES 2042A, FOIL
LAWFUL PURPOSES; PROVIDING THE SECURITY THEREFQR; PI20VIDING
FOR THE SALE, EXECUTION AND DELIVERY THEREOF SUBJECT TO
CERTAIN PARAMETERS; AND PROVIDING OTI~IEIi TERMS, PROVISIONS
AND COVENANTS WITH RESPECT THERETO.
WHEREAS, prior to the adoption of this ordinance (herein defined and entcd as the "'Thirty-Fourth
Supplemental Concurrent Bond Ordinance" or as the or this "Ordinance"}, the City Councils of the Cities of
Dallas and Fort Worth {the "Cities") passed the Thirtieth Supplemental Concurrent Bond Ordinance; (dcfincxi
and cited herein as the "Thirtieth Ordinance") relating to the Dallas -Fort Worth International Airport (the
"A~rport")~ and
W HEREAS, the Thirtieth Ordinance amended and supplemented the prior ordinance ofthe Cities that
ns defined therein as the "1968 Ordinance", and
WHEREAS, the 1968 Ordinance, as amended and supplemented by the Thirtieth Ordinance, and the
Tlurtncth Ordutancc, now constitute the controlling bond ordinances of the Cities (herein defined together as
the "Controlling Ordinances") that relatetothe financnng ofthc Airport and that, together (i) prescribe rite 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
hens securing the Cities' special obligations to pay whcyn due the Outstanding Obligations, the Inittal
Obligations, any Parity Credit Agreement Obligations, and any Additional Obligatirnns; and
WHEREAS, this Ordinance is adopted for the purpose of, atnong the other purposes set forth below,
funding a portion of the Capital Development Program, and
W)EIEREAS, in accordance with the ConVolling Ordinances, the Cities have been requested by the
Dallas-Fort Worth Intematronal Airport Board (the "Board") .ta issue Additional Obligations pursuant to this
Ordinance to refund maturitnes of a series of previously nssued Outstanding Obligations, w pay costs of capntal
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 August 1 1, 1 ~Iy2, and ofthe City of
Fort Worth; Texas on August l2, 1992, concurrently passed the Twenty Second Supplcmcntah Regional
Airport Coneutrert Bond Ordutanee (the "Twenty Second Supplemental Ordinannce") authorizing the issuance
of the Dallas-Fort Worth Regional Airport 3oint Revenue Bonds, Series 199~C (the "Series 1992C Bonds")
in the aggregate amount of $51,175,000, presently outstanding m the aggregate principal amount of
$50,675,000 (the "Refunded Bonds"), and
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WHEREAS, it has been determined that debt service savuigs can be achieved and future uncertainties
removed at this time by the issuance oftheDallas/Fort Worth International Airport Joint Revenue Improvement
and Refunding Bonds, Series 2002A {the "Bonds") to, among other things, refund the Refunded Bonds; and
WHEREAS, the Cities have also authorized the issuance of up to $500,000,000 ofthezr Joint Revenue
Commercial Faper Notes, Series A (the "Refunded Notes") pursuant to the Thirty-Second Supplemental
Concurrent Bond lJrdinanec (the "Thirty-Second Ordinance") concurrently passed by the City Councils of the
City of Dallas, Texas and' the City of Fort Worth, Texas on October 25, 2000 and October 24, 200U,
respectively; and
WI~I)~REAS, it has been determined that the Board will refund the outstanding Refunded Notes with
a portion of the proceeds of the Bonds; and
WHEREAS, each City Council finds and determines that the ma:ung at which this Ordinance was
adopted was open to the public, and public nonce 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
IIALLAS:
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUN(:1L QF Tl<IE CITY OF
FORT WORTH:
ARTICIrE 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 "Thirty-Fourth Supplemental Concurrent Bond Orduiance."
Section ] ,2 Definitions. The eapitalizedterms used hcreiri, including in the preambles hereto, that
are not otherwise defined herein shall have the same mcarizngs and def"snitions as are applied to such tams,
respectively, in, ar incorporated into, the Controlling Ordinances Additionally, Unless otherwise expressly
provided or unless the context clearly requires otherwise, the fallowing additional terms shall Dave the
respective meanings specified below
Bond -means any of the Bonds
Bond Date -means September 1, 2002, the date of the Bonds
Bonds -means the bonds entitled "Dallas-Fort Worth Inten~tiona) Airport Joint Revenue
Improvement and Refunding Bonds, Series 2002A," as further described in Section 3 1
Capital. Develdnrnent Program -means the S-year Airport infrastructure expansion and
improvement program and plan approved by the Board on November S, 1999, by the City of Fort Worth,
Texas on Aecember 14, 1999, and by floe City of Dallas, Texas on December 1 S, 1999, as amended by the
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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, 2041, and as such program may be further amended from time to time
Closing Date -means the date on which the Bonds are actually delivered to and paid for by
the Purchaser
Designated PavmentJTransfer Office -means (i) with respect t0 the initial Paying
Agent/Registrarnomed herein, its offtce in Austin, Texas, or such other location as may be designated by the
Paying AgcntlRegistrar, and (ti) with respect to any successor Faying Agent/Reg~strar, the office of such
successor dcs~gnatod and located as may be agreed upon by the Cities and such successor
Escrow Agent - means Bank One, Natwnal Association or any successor ther~-to
DT -means The Depository Trust Compaa~y of New York, New York, or any successor
securities depository
DTC Participant -means brokers and dealers, banks, [rust compantes, clearing corporations
and certain other organizations on whose behalf DTC was created to hold secunties to facilitate the clcaranec;
and settlement of securities transactions among such parties.
Initial Bond -means the Bond described in Section 3.2 with the inserhotls required by
Section fi.2(d)
Insurer or Insurers -means the rssucr of the Policy or of the Palsc~cs tf more than one arc
issued, as certified by an Authorized Officer on the Closing Date
Interest Payment Date -means the date or dates upon winch interest on the Bonds is
scheduled to be paid until the applicable Stated Matun#y Date or Mandatory Redemption Date, such dates
being May I and November 1 of each year commencing Mayr 1, 20()3
M andatory Redemption Dates - means the dates on which the Cittes are obligated to redeem
Bonds in advance of their respective Stated Matunty Dates in accordance with Section 4 4
Master_Paying Agent Agreement -means the paying agent. agrocmcnt previously executed
by the Board and the Paying Agent/Registrar that spc;cifics the dupes and responsibilities of the Faytng
Agent/Registrar with respect to bonds or other obligations issued by the Cities in relation to the Airport,
Ordinance -means this Ordinance
Original Issue Date -means the Closing Date.
PnyinL A~entlRegistrar -means $ank One, National Association, or any successor thereto
as provided in this Ordinance.
Pgl.i.sy or Policies -means the policy or policies of municipal bond insurance relating to the
Bonds issued on the Closing Date by the insurer or the Insurers if more tlian one
Purchaser - means the person, firm or entity or the group thereof, or the representative of such
group, initially purchasing the Bonds from the Cities pursuant to the Underwriting Agreement.
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Rebate Fund -means the special fund required to be created and maintained in Section 8 4
and is the type of fund rcfierred to in the definiuan 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 Dallas-Fort Worth Regional Airport Joint Revenue Bonds .Serves
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Refunded Notes -means the currently outstanding Dallas-I~ort Worth International Airport
Joint Revenue Commercial Paper Notes, Series A to be refunded in an amount not to exceed $500,000,000
Refunded Obligati ns -means the Refunded Bonds and the Refunded Notes,
Renresentst,on Letter -means the "Blanket Letter of Representations" between the Cities
and DTC, as approved and ratified in Section 3 9(c).
Series 1992C Bonds - means the Dallas-Fort Worth Regional Airport Jomt Revenue Bonds,
SCriCS 199X,
Stated Maturity Dates -means the respective dates on which the Bonds are stated to mature
in accordance with Section 3.2(b)
Thirtieth Ordinance - meansthe Thirtieth Supplemental Concurrerrt Bond Ordinance passed
by the City Councils of the Cities and effective on February 23, 2000
Underwriting Agreement -means the Undcrwnting Agreement hereafter cntcrc;d mto as
contemphated and authorized in Section 3.2(b)
5ect~an i 3 Table of Contents Titles and Headings The table of contents, utlcs and headings of
the Articles and Sections of this Ordinance have been inserted for convcn~ence of reference anlY and are not
to be considered a part hereof and shall not m any way modify or restrict any ofthe terms or provisions hereof
and shall never be considered or given any effect in construing this Ordinance or any provas~on hereof or m
ascertau:mg intent, if any question of intent should arise
s
Section 1 4 Interoretation_ (a) Unless the context requires othcrw~sc, words of the masculine
gc?nder shall be construed to include correlative words of the feminnie and neuter genders and vice versa, and
words of the singular number shall be construed to mchude correlative words of the plural number and vice
versa.
(b) Article and Section references shall mean references to Articles and Sections ofthis Ordinance
unless designated otherwise.
(c) If any one or more of the covcttants, provisions ar agreements contained herein should be
contrary to App]ieable 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
rcmaimng covenants, pravis~ans, and agreements contained in this Qrdinance.
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Section 1.5 beclarations and Additional Ri its and Lun~tations Under Controlling Ordinances
(a) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and
supplemented the Cities declare and provide as follows;
(i} The Bonds are Additional Obligations that are authorizod by Section 3.2 of
the Thirtieth Ordinance
(ii) The Bonds are not ]nterim Obligations.
(iii) Each Policy is a Credit Agreement, and each Insurer is a Credit Provider
1•Iowevcr, 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 in the Debt Service Reserve Fund,
including any costs of a Policy with respect to the Debt Service Reserve Fund.
(iv) Administrative Expenses shall include the fees and cxprrnses owed to the
Paying AgentlR,egistrar
(v) The amount of the Debt Service Reserve Requirement on account of the
Bonds is an amount that is not less than the average annual Debt Service that will be required
to be paid on ar with respect to all Outstanding Obligations as of the date following the
delivery of the Bonds. The amount on deposit in the Debt Service Reserve Fund is less than
the amount required, and the amount specified in Section 8 l shall be deposited to the Debt
Service Reserve Fund out of the proceeds of the Bonds or shall be used to enter into a Credit
A~rcement to satisfy the Debt Service Reserve Fund Requirement.
(vi) The Stated Maturity Dates andthe Mandatary Redemption Dates cstahhshed
in accordance with Article III are Principal >'aymcnt Dates for the purposes of the 7'liirtietla
Ordinance.
(vii) Each Insurer, as a Credit provider, is authorized to give and withdraw notices
of default under the provisions of Section 7 l(ull) of the Thirtieth Ordinance
(viii) Special Revenues received by the Board from the imposition anal collection
of passenger facilities charges unposed pursuant to 49 U S Code, Sec 40117, in the full
amount authonzed by Records of becisions of the Federal Aviation Admmistratnon heretofore
issued pursuant to Applicable Law, and Special Revenues received from a passenger facilities
charge collected at the rate of $3 UU per permissible passenger, but not exceeding
$4,000,000,000, as authonzed pursuant to the Board's fifth and sixth Applications for
approval, and relating to one or more portions of the Capital Development Progam, shall be
included as Grass Revenues
(ix) The Bonds arc "Additional Parity Bonds" within the meaning of Section R 4
of the 19b8 Ordinance.
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(x) As permitted by Section S 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
(xi) This Ordinance is an Additional Supplemental Ordinance
(b) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended
and supplemented, the followvng adchtnonal rights and limitations are granted and imposed.
(i) No amendment to any Outstanding Qrdnnance or tlus 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 rcqunrcd under the terms of the Credit
Agreement,
{ii j 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 ariy purpose not prohibited by Section $ 3 ofthc Thiructh Orduiartcc, if such amendment
is approved by the Insurer anti such other Credit Providers, of any, as may be required by an
Additional Supplemental Ordinance.
f:ze
{iii) Whcncvcr,in this Ordinance, or in the Controlling Ordinances, the right is
granted to redeem Bonds in advance of a Stated Maturity Datc, any such redcmptnon may be
accomplished with any lawfully available money The Bonds may be redeemed according to
their respcctivc terms, and pro rata redemptions are not required. All money delivered to the
Paying Agent/Registrarfoethe purpose of paying the pnncipal of and interest on Bonds shall
beheld uninvested by the I'a'gt~ `Agent/Registrar
(iv} In the event ofthe occurrence ofan Irveint ofDefault, the right of acceleration
of the Stated Maturity Date or the Mandatory Redemption Date of any Bond or of any Parity
Credit Agreement Obligation is not granted as a remedy, and the right of acceleration is
expressly denied.
(v) The specific information that must be provided pursuant to the disclosure
rcquiremcnts of Section 10 1 of the Thirtieth Ordinance wrath respect to the Bonds shall be
(A) the audited financial statements of the Board for each Fiscal Year ending orn and after
September 30, 2002, and (B) the annual financial information shall be the operating data
relating to the Bonds set forth in the numbered tables in the official statement relating to the
issuance of the Bonds_ The Board shall provide such information on behalf of the Cities.
ARTICLE Il
PURPOSES, PLEDGE AND SECURITY FOR BONUS
Section 2.1 Puraoses of Ordinance The purposes of this Ordinance arc to prescribe the specific
ternis and provisions of the Bonds, to extend expressly the pledge, lien, secunty, and provisions of the
Controlling Ordinances to and for the benefit of the Folders, to provide certain covenants to and far the benefit
of each Insurer and/or Credit Provider, and to sell the Bonds to the Purchaser
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Section 2,2 Pledi? .Security for Sources of Payment of Bonds (a) The pledge, the security and
the filuig provisions of Sections 2.2 and 2 4, respectively, of the Thirtieth Ordina»ce are hereby expressly
restated, fixed, brought forward and granted to the Holders, and to each Insurer, as a Credit Provider
(b) The Bonds, as "Additional Obligations" under the Controlling Ordinances, are secured by a
hen on and pledge of the Pledged Revenues and the Pledged Funds on a panty with the Frier Obligations, the
Initial Obligations, and any other Additional Qbligations that are Qutstanding, and with Parity Credit
Agreement Qbligations, if any, that are unpaid from time to time, as declared and provided in Section 2.2 of
the Thirtieth Ordinance,
ARTiCI.,E III
r#UTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BOND5
Section 3 1 Authori ion, Additional Obligations, to be designated "Cities of Dallas and Fort
Worth, Texas, Dallas/Fort Worth International Airport Joint Revenue Improvement and Refunding Bonds,
Series 2002A," arc hereby authorized to be issued and- delivered in accordance with Applicable Law The
Bonds shall be issued for the purpose of refunding all of the Refunded Bonds, refunding all of the Refunded
Notes, paying a portion of the Costs of the Airport included in the Capital Development Program acid certain
Costs of the Airport, if any, not included in the Capital Development Program, to provide fcr capita' -d
interest, to provide funding for the Debt Service Reserve Requirement through either the d~;rnsit of Bond
proceeds or entering into a surety or such other agreement and to pay the Cities' andthe Board's costs incurred
in connection with the issuance of the Bonds, including the costs ofthe Policy or Policies for Insurance or the
surety or debt service reserve agreement.
$eeti.on 3 2. Initial Date DcnominaUOns Number Maturi Initial R i ':f~~.~ ~;wner,
Characteristics of the Italia] Bond and E it ti n D of Dele lion. (a) The Initial Bond is hereby
authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest
coupons, dated September 1, 2002, in the denomination and maximum aggregate principal amount of.
$375,000,000, numbered T-1, payable in annual installments ofprincipal to the initial registered ownerthereof
(ta be determined by the City Managers, as hercinaftcr provided}, or to the registered assignee or assignees of
said Bond or any portion or portions thereof (in c;ach case, the "registered owner"),with the annual installments
of principal of the Initial $ond to be payable an the dates, respectively, and in the principal amounts,
respectively, to be stated in the Initial Bond set forth in this Ordinance, and as provided in this Ordinance, but
with the final installment ofprincipal {the maximum term) to be not later than November 1, 2035
(b) As authorized by Chapter 1371, Government Cade, as amendcti, the city managers of the
Cities (the "City Managers") are hereby authorized, appointed, and dcsignawd as the officers or employees of
the Cities authorized to act on behalf of the Cities in the selling and delivering of the Initial Bond and carrying
out the other procedures specified in this Ordinance, including the determination of the price at which the lnitial
Bond will be sold, the amount of each Principal installment thcrc:of in the maximum aggregate amount of
$375,000,000, the due date of each Principal Installment, which shall be November 1 iq each year in which
a Principal Installment is due, the rate of interest to be borne by each Principal Installment, the redemption
features, including any requirements of Mandatory Redemption, and all other matters relating to the issuance,
sale, and delivery oftlie Initial .Bond and the Bonds The City Managers, acting for and on behalf of the Cities,
are authorized to enter into and carry out an Underwriting Agreement in substantially the form attached hereto
as Exhibit A as approved by the City Attorneys of the Cities with one or more of the parties indicated in
Exhibit A at such price, in the aggregate principal amount, with such Principal Installments, with such interest
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rates, with such redemption features and other matters, as shall be determined by the City Managers and set
forth therein, provided that: {i) the price to be paid for the Inntial Bond shall not be less than 95% of the initial
aggregate pruncipal amount thereof with a maxnnum underwriter°s discount of 70%, and (ii) tto installment
of principal of the Initial Bond shall bear interest at a rate greater than ?% per annum. It is further provided,
however, that, notwithstandiitgtlie foregoing provisions, the Initial Bond shall not be delivered unless prior to
delivery., the Bonds have been. razed by a nationally recognized eating agency for municipal securities in one
of the four highest rating categories for long term obligations, as required by Applicable Law
(c) The City Managers are authorized to establish which maturity or maturities, if ally, shall be
insured based on recommendations of the Ca-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 shallspecify therein
which maturity or mateanties, if any, will be insured. The .City Managers are also authorized to establish
whether the Debi Service Reserve Requirement shall be funded with Bond proceeds ar with a Credit Agreement
in the form of a debt service reserve fund agreement, surety or such other farm of Credit Agreement based on
recommendations ofthe Co-Financial Advisors of the Airport. A general form of , or the general parameters
for, the Credit Agreement is set forth in Exhibit "C"
(d) The Initial Bond (i) may be prepaid ar redeemed prior to the respective scheduled due dates
of instalhments of principal thereof as provided for in this Ordinance, (ii) may be assigned and transferred, (iii)
may be cmrverted and exchanged for other Bonds, {iv) shall have the characteristics, and (v) shall be signed
and sealed, and the principal of and interest on the Initial Bond shall be payable, .all as provided, and in the
manner required or indicated, in the FORM OF BOND set forth in this Ordinance and as determined by the
City Managers, as provided herein, 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 shall be registered.
(e) In the event the Underwriting Agreement shall not be executed on or before S't1Q p.m. ~n May
1, 2003,. the delegation of authority to the City Managers pursuant to this Ordinance shall cease to be effective
unless the City Council of each of the Cities shall act to extend such delegation.
Section 3.3 Medium. Method and Place of Payment. (a) The principal of premium, if any, and
interest on the Bonds shall be paid in lawful money ofthe United States of America as provided in this Section.
(b) Interest on the Bonds shall be payable to the Holders whose names appear in the Obligation
Register (as defined in section 3.5) at the close of business on the Record Date; provided, however, that in the
event of nonpayment of interest an a scheduled Interest Payment Date, and for 3 Q days thereafter, a new record
date for such interest payment (a "Special Rocord Date") will be established by the Paying AgcntlRegistrar if
and when funds for the payment of such interest have been received from the C ities. or the Board. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (the "Spacial Payment Date,"
which shall beat least 15 days after the Special Record Date) Shall be sent at least f ve business days prior to
the Special Record Date by United States mail, first class postage; prepaid, to the address of each Holder of
a Bondappearing on the books of the Paying Agent/Registrar at the close of business on the last business day
next pr+cccding 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 Idolder as it appears in the Obligation Register or by such other customary
banking arrangements acceptable to the Paying Agcnt/Registrarnnd the person to whom intcrest is to be paid;
provided, however, that such person shall bear all risk and expenses of such other customary banking
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arrangements. Upon written request of a registered owner ofat least $1,0ao,000 m pruicipal amount of Bonds,
all paymenu of the principal of, redemption premium, if any, and interest on the Bonds shall be paid by wire
transfer m immediately available funds to an account designated by such rrgistcrcd owner
(d) The prmcipal of each Bond shall be paid to the Holder an tine due date thereof (whether at the
maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the
Designated Fayment/Transfer Office.
(e) if a date for the payment of the principal of or interest on the Bonds i5 a Saturday, Sunday,
legal holiday, or a day on which banking institutions in the Cities ar in the city in which the Designated
Paymentffransfer Office is located, arc authorized by law or executive order tb close, then the. date far such
payment shall be the next succeeding Business Day, and payment on such date shall have the same force and
effect as if made on the original date payment was due
(f) Subject to any applicable escheat, unclaimed property, or similar and Applicable Law,
unclaimed payments remaitung 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
AgentlRegistrar, nor any other person shall be liable or responsible to any Holders of such Bonds for any
further paymixit of such unclaimed moneys or on account of any such Bonds.
(g) The unpaid principal balance of the Initial Bond shall bear interest from the Closing Date of
the Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or redemption,
of the Principal Installments of the 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 with interest rates as fixed by the City Managers m accordance with this Ordinance, and as
set forth in the Underwriting Agreement, with the first interest payment date to be May I, 2(}O:i
Section 3 4 Owncrshiv (a) The Cities, the Board, the Paying Agent/Registrar and any other
person may treat each Holder as the absolute owner of such Bond for the purpose of making and rcccivirig
payment of the principal thereof and premium, if any, thereon, and for the further purpose of making and
receiving payment of the interest thereon (subject to file provisions herein that interest is to be paid to each
Holder on the Record Date), and for all other proposes, whether or not such Bond is overdue, and neither the
Cities, the Board, nor the Payinlr Agent/Registrar shall be bound by any rioticc or knowledge to the contrary
(b) All payments made to the person deemed to be the Holder m accordance with this Section shall
be valid and effectual and shall discharge the liability ofthe Cities. the Board, and the Paying Agerit/Registrar
upon such Bond to the extent of the sums paid.
Section 3.5 Registration, Transfer and Exehan~tc. (a) So long as any Bonds remain outstanding,
the Board shall cause the Paying AgentlRcgistrar to keep a register (the "obligation Register") in which,
subject to such reasonable regulations as it may prescribe, the Paying Agcnt/Rc:gistrar shall provide for the
registration and transfer of Bonds in accordance with this Ordinance.
(b) Qwnership of any Bond may be transferred in the obligation Register only upon the
presentation and surrender thereof at the Paying Agent's Designated Payment/Transfer Qffiee for transfer of
registration and cancellation, together with proper written instruments of assignment, in form and with
guarantee of signatures satisfa,cwry to the Paying AgentlRcgistrar, evidencing assignment ofthe Bonds, or any
portion theroaf in any integral multiple of SS,aaa, 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
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or assignees. No transfer of any Band shall be effective until entered in the Obligation Register Upon
assignment and transfer of any Bond or portion thereof, a new Bond ar Bands will be issued b}~ the Paying
AgentlRcgistrar in conversion and exchange for such transferred and assigned Bond. To the extent possible
the Paying Agent/Registrar will issue such new Bond os Bonds in not more than three business days after
receipt of the Bond to be transferred in proper form and with proper uistnicuons directing such transfer
(c) Any Bond may be converted and exchanged only upon the presentation and surrender thereof
at the Designated PaymentlT'ransfer Off'ice 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 Payuig Agent/Registrar, for a
Bond or Bonds of the same maturity and interest rate and in any authorized deaomuiation and in an aggregate
principal amount equal to tlic unpaid principal amount of the Bond presented for exchange. If a portion of any
Bond is redoenncd 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 AgcntlRcgistrar to the registered
owner of the Bond or Bonds to trot 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 m 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
Band. The Paying AgentlRegistrar shall convert and exchange the Bonds as provided herein, and cash
substitute Band 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 m 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 uutial registration or any subsequent transfer, exchange or conversion of Bonds, but
the Payuig Agent/R.egistrar will require the Holder to pay a sum su$7ciL7rit to cover any tax or other
governmental charge that is authorized to be unposed in connection with the registration, transfer, exchange
or conversion of a Bond. )'n addition, the Cities hereby covenant with the Holders of the Bonds that the Board
will (i) pay .the reasonable and standard or customary foes and charges of the Paying AgentlRegistrar far 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/Registrarfor scrviceswith respect to the transfer, registration, conversion
and exchange of Bonds as provided herein.
(f) Neither the Cities, the Board, nor the Paying Agent/Regisirar shall be required to issue,
transfer, or exchange any Band 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 shalt
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 Staled
Maturity Dates in accordance with this Qrdinance, and all Bonds in heu of which exchange Bonds or
rcplaccment 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 replaccmcnt. The Paying
Agent/l~egistrar shall dispose of the canceled Bonds in accordance with Applicable Law
-la-
Section 3 7 'l*empor~.ry Bonds. (a) Follpwuig the delivery and registration of the Initial Bond
aztd pending the preparation of dcfititivc Bonds, the proper officers of the Cities may execute and, upon the
Cittcs' or the Board's request, the Paying Agent/Registrarsliall authenticate and deliver, one or more temporary
fonds that are printed, lithogaphed, typewritten, mimeographed or otherwise produced, in any denomiiation,
substantially of the tenor of the definitive Bonds in lieu of which they are dclivcrccl, without coupons, and with
such appropriate insertipris, omissions, substitutions and other variations as the officers ofthe Cities executing
such temporary Bonds may determine, as evidenced by their sigziiiig of such temporary Bonds.
(b} Until exchaitged for Bonds m definitive form, such fonds in temporary form shall be entitled
to the benefit and security of this Ordinance.
{c) The Cities or the Board, without unreasonable delay, shall prepare, execute and dclivcr to the
paying Agent/Registrar the Bonds in definitive form, thereupon, upon the presentation and surrender pf the
Bond or Bonds in tcntporary form to the Paying Agent/Itegistrar, the Paying Agent/Registrar shall cancel the
>3onds in temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of the same
maturity and serves, m definitive form, in the authorized denomination, and in the same aggrcgatc pruncipad
amount, as the fond or Bonds in temporary form surrendered. Such exchange shall be made without the
making of any charge therefor to any Owner
Section 3 g Replacement Bonds {a) Upon the presentation and surrender to the paying
Agent/Registrar, at the f3esignatcd Payment/T'ransfer Office, of a mutilated Bond, the Paying AgentlRegistrar
shall authenticate and dclivcr m exchange therefor a replacement Bond of like tenor and principal amount,
bearing a number not contemporaneously outstanding. The Cities, the Board, or the Paying AgentlRegistrar
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 acid any other expenses connected therewith.
(b) Fn the evem any Bond'is lost, apparently destroyed or wrongfully taken, the Paying
A~geiit/Registrar, pursuant to Subchapter D of Chapter 1201, Government Cade, as amended, and in the
absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate
and dclivcr a replacement Bond of like tenor and principal amount, 6eaniig a number not conteinporaneousi5~
outstanding, provided that the Holder first:
(i) furnishes to the Paving Agent/Regisirar satisfactory evidence of his or her
ownership pf and the circumstances of the loss, destruction or theft of such Bond,
(ii) furnishes such security or indemnity as may be rc;quircxi by the Paying
Agcnt/Registrar and the Cities to save them harnnlt~ss;
(iii) pays all expenses and charges in connection therewith,. including, but not
Iinuted tp, printing; costs, legal fees, fees of the Paying AgentlRcgistrar 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 AgeritlRegistrar
(c) I~ after the delivery of such replacement fond, a bona £idc purchaser of the original Bond in
lieu of which such replacement Bond was issued presents for payment such original Bend, the Critics, the
Board, and the Paying AgentlRegistrar shat! be entitled to recover such replacement Bond from the person tp
whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to
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recover upon .the security or indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Cities, the Board, or the Paying Agent/Reg~strar in cannect~on therewith.
(d) in the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond his
become or is aboutto became due and payable, the Paying AgentlRegistrar, in its discretior-, instead of issuing
a replacement Bond, may pay such Bond.
(e) Each replacement Bond delivered ut accordance with this Section shall constitute an original
contractual obligation of the Cates and shall be entitled to the benefits and security of this Ordinance to the
same extent as the Bond or Bonds in lieu of whrch such. replacement Bond ~s delivered
Section 3 9 Book-Entry Only System. (a} The definitive Bands shall be initially issued in the form
of a separate single fully registered Band for each of the maturities thereof Upon initial issuance, the
ownership of each such fond shall be registered in the name of Cede & Co., as nomittcc of DTC, and except
as provided in Section 3 10, all of the outstanding Bonds shall be registered sn the name of Cede & Co., as
nominee of DTC.
(b) With respect to Bonds registered in the name of Cede 8c Co., as nonunee of DTC, the Cities,
the Board, and the Paying AgentlRegistrarsliall have no responsibility or obligation to any DTC Participant
or to any parson on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided
m this Ordinance. Without limiting the trnmediately preceding sentence, the Cities, the Board, and the Paying
AgentlRegistrar shall have zto responsibility or obligation with respect to (i} the accuracy of the records of
DTC, Cede 8t Co or any ATC Participant with respect to any ownership 1n[crest in the Bonds, (ii) the delivery
to any DTC Participant or any other person, other than a Holder, as shown on the Obligation Register, ofany
notice with respect t~ the Bands, including any notice of redemption, or {iii) the payment to any DTC
Participant or .any other person, other than a I-Iolder, as shown in the Register of any amount with respect to
principal of, pt+emium, tf any, or interest on the Bands. Notwithstanding any other provision ofthis Ordinance
to the contrary, the Cities, the Board, and the Paying Agent/Registrar shall be entitled to treat and consider the
person in whose name each Bond is registered in the Obligation Register as the absolute owner of such Bond
for the purpose of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of
giving notices of redemption and other mailers wrath respect to such Bond, for the purpose of registeringtransfer
with respect to such Bond, and for all other purposes whatsoever The Paying AgentlRegistrar shall pay all
principal af, premium, if any, and interest on the Bonds only to or upon the order ofthe respective Holders,
as shown in the Obligation Register, or their respccuve attorneys .duly authorized in writing, and all such
payments shall be valid and e~`eetivc to fully satisfy and discharge the Cates' obligations with respect to
payment of, premium, if any, and interest on the Bonds to the extent of the sum or sums sa paid. No person
other than a Holder, as shown in the register, shall receive a certificate evidencing the: obligation of the Cities
to make payments of amounts due pursuant to this Ordinance. Upon deLvery by DTC to the Paying
A~gcnt/Registrar of written notice to the effect that DTC has dctcrnuned to substitute a nev+~ nominee in place
of Cede & Co ,and subject to the provisions m this 4rdinancc 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 "Rcpresentaiian Letter" 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 1 ~ Successor Securities Denositorv In the event that the Cities, the Board, ar the Payung
Agent/Registrar dctermuiethat DTC is incapable of discharging its responsibilities described hcre:in and in the
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Representation Letter, and that ~t 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 sernces described herein, the Cities, the
Board, or the Paying Agent/ Registrar shall (i) appouit a successor securities depository, qualified to act as
such under Section 1'I(a) of the Securities and Exchange Act of 1834, as amended, notify DTC and DTC
Participants, as identified by DTC, of the appointment of such successor securities dcpos~tor3~ and transfer one
or more separate Bonds to such successor securities depository or (ii} notify DTC and DTC Participants, as
identified by DTC, of the availability through DTC of. Bonds and transfer one or more separate Bonds to DTC
Farticipants having Bonds credited to their DTC accounts, as identified by DTC In such event, the Bonds
shall no longer be restricted to being registered m the Obligation Register in the Warne of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its nomincx, or
in whatever name ar Harries Holders transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Ordinance.
Section 3 11 pavments to Cade & Co. Notwithstanding any other provision of this Ordutance 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 alt notices with respect to such
Bonds, shall be made and given, respectively, in the manner provided in the Representation Letter
AR'T'ICLE IV
REDE1ViPTION OF BONDS BEFORE NIATURiTY
Scction4 1 LimitanononRedemption. The Bonds shall besub~ecttarcdcmpt~onbefarescheduled
naturity only as provided in this Article iV
Section 4,2, 4ational_ Redcmpt~on. (a) The City Managers shall specify in the Underwriting
Agreement, the Initial Bond, and in the Bonds such rights of optional redemption, if any, and the Redemption
Prices therefor that are to be reserved by the Cities.
(b) To the extent the Bonds are subject to optional redemption, the Board, at least 4i days before
the redemption date, unless a shorter period shall be satnsfactory to the Paying AgentlRegistrar, shall notify
the; Paying Agent/Reg~strar of such redemption date and of the principal amount of Aonds to be redeemed,
Section a.3 Par[ial Redemption. (a) If less than all of the Bonds are to he rcdec~mui pursuant
to Sccuon 4.2, the Board shall have the right to determine the maturity or maturities and the amounts thereof
to be redeemed and shall direct the Paying AgentlRegistrar to call by lot the Bonds, or portions thereof, withui
such maturity or maturities and in such principal amounts for redemption as determined by the Board to its sole
discrctnon.
{b) A portion ofa single Bond of a denomination greater than $5,000 may be redeemed, but only
an a prutcipal amount equal to $5,000 or any integral muldplc thereof If such a Bond is to be partially
redeemed, the Paying Agent/Registrar shall treat each 55,000 portion of the Bond as though it were a single
Bond for purposes of selection for redemption.
{c) Upon surrender ofany Bond far redemption ~n part, the Paying Agent/Registrar, in accordance
with Section 3,S of this Ordinance, shall authenticate and deliver an exchange Band or F3onds in an aggregate
principal amount equal to the unredeemed pornon of the Band so surrendered, such exchange being wythout
charge.
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(d) 'The Paying Agent/Registrarsholl promptly notify the Board in writing of the principal amount
to be redeemed of any Bond as to which only a portion thereof is to be redeemed.
Section 4 4 Mandatory Redert,iation of Certain Bonds. (a) The City Managers shall specify in
the Underwrltuig Agreement and m the Initial Bond and ,n the Bonds such obligations to redeem the Bonds
mandatorily, and the Redemption Pr,ces therefor, as are to be imposed an the Cities
(b) Sublcct to the provisions of subsection (c) of this Section, when less than al] of the Bonds of
a specified maturrty on a specified Stated Maturity Date are required to be redccrnod as determined in
accordance with this Section, the Cities, actii~ through the Board, shall have the right and shall direct the
Paying Ageiit/Registrar tocall by latthe Bonds, or portions thereof within a maturity, that are to be called for
redemptior-. A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only iiI
a principal amount equal to $5,000 ar an integral multiple thereof The Paying Agent/Registrar shall treat cash
$5,000 portion of the Bond as though it were a single Band foe purposes of selection for redemption. Upon
surrender of any Bond fnr redemption in part, the Paying Agent/Registrar shaII authcnticatc and deliver an
exchange Bond or Bonds in an aggregate amount equal to the ynredeemed portion of the Bond so surrendered.
(c) In lieu of the procedure described in subsection (b) of this Section, if less than all ofthe Boiids
of a Stated Maturity Date are required to be radeeiiied, the Cities and the Board shall have the right to accept
usnders 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 rcquurd to be redeemed.
Section 4.5 Notice of Redemption to Holders. (a) The Paying Agent/Registrar shall give notice
of any rcdamption of Bonds by sending notice by first class United States mail, postage prepaid, not less than
30 days before the date fixed for rcdcntptiaq to the Holder of each Band (or part thcreofl to be rcdc;csmed, at
the address shown on the Obligation Register
(b) The notate shall state the redemption date, the rcdcmpt~an price, the place at which the Bonds
are to be surrendered for payment, and, if less than all the Bonds outstanding are to be reciccmed, an
idcntafication of the Bonds or portions thereof to be redeemed.
(c) Any notice given as provided in this Section shall bc; conclusively presumed to have bcs•n duly
gven, whether ar not the Holder receives such notice
Section 4 6. Payment Upon Redemption. (a) Before or on cash redemption date, the Board shall
deposit with the Paying Agent/Registrarinoney su~cicnt to pay all amounts due on the redemption date and
the Paying Agent/Registrar shall make prornsion for the payment of the Bonds W bc, ruiE:emed on such date by
scttiitg aside and holding in trust such amounts as are received by the Paying Agcnt/Registrar from the Board
and shall use such fiends 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 purchasod under Section 4 4(c)
(b) Upon presentation and surrender of any Bond called far redemption at the Designated
PaymcntPTransfer Qffice 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 df 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
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payable on the date fixed for redemption and, unless the Cities fait in their obhgatton to make provision for the
payment of the principal thereof, redemption premium, if any, or aecnied interest thereon on the date fixed for
redemption, such Bonds or portions thereof shall cease to bear interest from and after the date fixr~l for
redemption, whether or not such Bands are presented and surrendered for payment on such date.
(b} If the Cities shall fail to make provision far payment of all sums due on a redemption date,
then any Bond ar portion thereof called for redemption shall continue to bear interest at the rata 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 Anaointme~nt of Initial Pavin~A,~ ig_strar Bank One, National ASSaciaUOn, 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 Agentlltcgistrar 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 payutg agent and registrar for the Bands
Section 5,3 Maintaining Paying; Agcnt/Re~is~trar (a} At all times while any Bonds arc
Outstanding, the Cities will maintain a Paying Agent/Resistrar that is qualified under Section 5.2 of this
Ordinance,
(b) If the Paying Agent/Resistrar resigns or otherwise ceases to serve as such, the Board will
promptly appoint a replacement.
Section S 4 Termination. The Cities, acting through the Board, upon not less than fi0 days notice,
reserves the right to tenmuiate the appointment of any Paying AgcntlRegistrar by delivering to the c;ntity whose
appointment is to be terminated written notice of such tcrnnination, provided, that such termination shall not
be effective until a successor Paying AgentlRegistrarhos been appointed and liar accepted the duties of Paying
Agerit/Rel;istrar for the Bonds
Section S.S 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 Resister, staling the effective date of the
change and the name and maiIiitg address of the replacement Paying Agent/Rcgistrar
Section 5 6 A~ ent to Ferform Duties and Functions. 8y acccpiang the appointment as Paying
AgecttlItegistrar,thc Paying Agent/Itegisirar~cknowledges receipt of copies of the Controlling Ordinances and
this Ordinance, and is deemed to have agreed to the provisions of thereof, and to perform the duties and
functions of Paying Agent/Registrar prescribed therein and hcrc;in.
Section 5 7' Delivery of Records to Successor if a Payu>g Agent/Rcgistrar is replaced, such
Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Obligation Register
(or a copy thereof] and all other pertinent books and records rclatuzg to the Hands to the successor Paying
AgentlRegistrar
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ARTICLE VI
FORM OF THE BONDS
Section 61 1~orm Genera]1v (a) The Bonds, including the Registration Certificate of the
Comptroller of public Accounts ofthe State, the Ccruficatc ofthe Payutg Agent/R,egnstrar, 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 msert~ans, omisstons, Substitutions, and other variations as are permitted or required b~ this
Ordinance, and (ii) may have such letters, numbers, or other tnatks of identification {including identifying
numbers and letters ofthe Committee an Uniform Securities Identification Procedures of the American Bankers
Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon
as, consistently herewith, may be determined by the Board.
(b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an
appropriate refierence thereto on the face of the Bonds
(c) The Bonds, uieluding the Initial Bond submitted to the Attorney General of Texas and any
temporary Bonds, shall be typed, printed, lithographed, photocopied or en~rav~, and may be produced by anS~
combination of these methods or produced in any other similar manner, all as determined by the officers
executing such Bonds, as evidenced by their execution thereof
Section 6.2 Forni of Bonds The form of Bonds, utcluding the form of the Registration Certificate
of the Comptroller of Public Accounts of the State, the farm of Certificate of the Paying Agent/Registrar and
the form of Assignment appearuig on the Bonds, shall be substantially as follows.
(a) {Foern of Bond]
REGISTERED
REGISTERED
No $
United States of America
State of Texas
DALLASIFORT WORTH INTERNATIONAL AIRPORT
JOINT REVENUE IMPROVEMENT AND REFUNDING IgONDS, SERIES 2QU2A
INTERE57' RATE. MATURITY DATE. ORIGINAL ISSUE DATE. CUS1P NO
°lo _ _ , September 12, 2002
The Cities of Dallas and Fort Worth, Texas (the "Gives"), for value received, hereby pronusc to pay
to
or regcstered assigns, on the Maturity bate, as specified above, the sum of
DULLARS
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unless this Bond shall have been sooner called for redemption and the payment of the pr,nepal hereof shall
have been paid or provision for such payment shall have been made, and to pay interest onthe unpaid principal
amount hereof from the later o Fthe Original Issue Datc, as specified above, or the most recent interest payment
date to which interest has been pa,d ar provided for until such principal amount shall have been pa,d or
provided far, at the per annum rate of interest specified above, computed an the basis of a 36U-day year of
twelve 30~iay months, such uiterest to be paid semiannually on May 1 and November 1 of each year,
commenerng May 1, 2003 Interest on the Bonds shall accrue from the date of delivery
Capital,zed terms appearing herein that are defined terms in the Ordinances defined below, have the
meanings assigned to them in the Ordu,ances. 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 colleet,on charges in lawful money
of the United States of America upon presentation and surrender of this Bond at the corporate trust office ,z~
Dallas, Texas (the "Designated Payment/TransferOffice"), ofBankOne, National Association or, with respect
to a successor Paying AgentlRcg,strar, at the Designated PaymentPI'ransfer Qffice ofsuch successor Interest
on th,s Bond is payable by check dated as of the interest payment date, mailed by the Paying Agent(Registrar
to the registered owner at the address shown an the registration books kept by the Paying Agent/Registrar or
by such other customary banking arrangements acceptable to the Paying AgentlRegistrar, requested by, and
at the risk and expense of, the person to whom interest is to be paid. Upon written reyucst of a registered owner
of at Ieast SI,000,000 m principal amount of Bonds, all payments of the principal of, redemption premium,
if arty, and interest on the Bonds shall be paid by wire transfer in unrnediate)y 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 Band 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 far 3U days thereafter, a new
record date for such interest payment (a "Special Record Date") will be estabhshcd by the Paying
AgentlRegistrar, 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 Pasmtent Date," which
shall be 15 days after the Special Record Date) shall 6e sent at least five business days prior to the Special
Record Datc by United States mail, first class postage prepaid, to the address of each Holder of a Bond
appcaru,g on the books of the Faying 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, legs[
holiday, or a day on which bankuig institutions in the Cities or in the City in which the Designated
Paynteml7'ransfer Office ,s located are authorized by law or executive order to close, then the date for such
payment shall be the next succeedir~ Bus,ness Day, and payment on such date shall have the same force and
efI'oct as if made on the origu,al date payment was due
This Bond ,s one of a series of fully registered bonds specified in the title hereof, dated ~eptenlber 1,
2002, ,sued mthe aggregate pnrcipal amount of $375,OOO,OOU pursuant to the "Controlling Ordinances," as
defined m the Thirty-Fourth Supplemental Concurrent Bond Ordinance adopted coneurrentfy by the City
Councils of the Gicres (the "Thirty-Fourth Supplemental Ordinance") I`he Controlling Ordinances and the
Thirty-Fourth Supplemental Ordinance arc herein collectively referred to as the "Ordinances." This Bond is
one of the AddiUanal Obligations authorized by the Ordinances and is subject to the terms and provisions
thereof. The Ordinances and their respective terms and provisions arc incorporated herein for all purposes.
-17~
The Bonds were issued by the Cities for the purposes of obtauung funds w 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
$50,675,000 in aggregate principal amount of the "Refunded Bonds", to refund all of its outstanding
Commercial Paper Notes, Series A {the °Refunded Notes") to provide permanent financing for the facilities
and improvements financed wcth the proceeds of the Refunded Notes, 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 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 fo"r 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 lice on acrd pledge of the Pledged Revenues and Pledged Funds created and granted in the
Ordinances in favor of the Bonds is on a panty with the hen and pledge thereof granted by the Cities in favor
of the Holders of Qutstariding Qbligations, the Initial Obligations, and any Additional Obligations or Parity
Credit Agreement Obligations that may be issued or executed pursuant to the C:oritrolltng Ordinances, as
defined and permitted therein. The Cities have reserved the right in the Ordinances to issue additional Initial
Obligations, Additional Obligations and Panty Credit Agreement Obligations that, after issuance, cnay he
secured by liens on and pledges of the Pledged Revenues and Fledged Funds on a parity with the lien thereon
m favor of the Bonds
The Cities have also reserved the right in the Ordinances to issue 5uborditiate Lien Obligations, and
Net Revenue Obligations and Credit Agreement Obligations in connection therewith, provtdcd the hen and
pledge securing the same are expressly made junior and subordinate to the pledge and lien securing the
Obligations and Parity Credit Agreement Qbligations.
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~oint, and
not several, obligations, and all monetary obligations shall be payable and collectible solely from the revenues
and funds expressly pledged thenet4 by the Ordinances or by an Additional Supplemental Ordinance, such
revenues and funds being owned in undirnded interests by the City of Dallas (to the extant of 7/ l lths thereofl
and by the City of Fort Worth {to the extent of 4/l lths thc;reof), .and, each and every Holder shall by his
acceptance of ilus Bond consent and agree that no claun, demand, suit, or judgment for the payment of money
shall ever be asserted, filed, obtained or enforced against either of the Cities agart 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 revc~ctues 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 4I1 lths of the total amount asserted or demanded. The Holders hereof shall never
ltiave the right to demand payment of this oblil;ation 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, to pnncigal
amounts equal to .$5,000 or any integral multiple thereof before their respcctrve maturity dates, on
1, ~ or on oily date thereafter, at a price equal to the princcpal amount thereof, plus interest to
the date fixed for redemption, without premium. The Cities reserve the right, at their option, to redeem the
Term Bonds maturing on November 1, in each of the years 2025, 1017, 2035, on November 1, 2009 or any
date thereafter, at the principal amount thereof, plus accrued interest, if any, to the date fixed for redemption,
wrt}iout premium. If less than all of the Bonds are to be redeemed, the Board shall determine the maturity ar
maturities and the amounts thereof to be redeemed and shall direct the Paying AgcntiRegistrar to call by lot
the Bonds, or portions thereof, within such maturity and in such prutcipal amounts, for redemption.
•1K-
* The Bonds maturing November 1, _ ,November I, ,November 1, , November 1,
and November 1, shall be redeemed pnor to stated maturity in part by lot an November 1 as indicated,
in each of the years set forth below fram moneys required to be deposited to the credit of the bebt Service Fund
at the principal amount thereof and accrued interest to date of redemption, without premium, Such required
sinking fund installmerrts as to each maturity arc as follows:
BONDS MATt]RiNG NOVEMBER Y,
Year Amount
BONDS MATURING NOVEMBER 1,
Year Amount.
BONriS MATURING NOVEMBER 1,
Year Am nt
BONDS MATURING NOVEMBER 1,
Year Amount
BANDS MATURING NOVEMBER t,
Year Amount
* The Payuzg Agent/Itegistrar will select. by lot the specific Bonds (or with respect to Bonds having a
dcnotttinaton in excess pf $S,OQO, each $5,000 portion thereof) to be redeemed by mandatory redemption, The
principal amount of Bonds required to be rodccmcd on any redemption date pursuant to the foregoins
mandatory suikuig 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 prior to the mandatory sinking
fund redemption date (i~.shall have been acquurod by the City at a price not exceeding the principal amount of
_ 1 y_
such Bonds plus accrued interest to the data of purchase thereof, and delivered to the Paying Agent/Registrar
for cancellation, or (ii) shall have been redeemed pursuant to the optional redemption provisions hereof and not
previously credited to a mandatory sinking fund redemption.
* Nonce of such redemption or redemptions shall be grvcn 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 redeeirtcd
in whole or in part. Notice having peen so given, the Bonds or portions thereof dcsigitatcd far redemption shall
became due and payable an the redemption date specsfied un such notice; from and after such date,
notwtthstartding that any of the Bonds or portions thereof so called for redemption shall not have been
surrendered for payment, interest on such Bands or portions thereof shall cease to accrue-
* 'r0 btl included only if Undenviiting A~reat--ettt CGSCNNCS rights of Opticmal raiemptian andlor establishes one or more Sinking Fundc and provides tiir
mandatary nedemptian.
As provided tit the Ordinances, and subject to certain IirrutaUons therein set forth, this Bond is
transferable upon surrender of this Band for transfer at the Destgttated Paymentl7ransfer Ofl=ite, 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 ofthe same stated maturity, of authorized denominations, bearing the same
rate of interest, and for the same aggregate pnnctpal amount will be issued to the designated transferee or
transferees.
Neither the Cities, fife 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 transier or exchat>~gc date; provided, however, such limitation shall not be applicable to an e:+cchangc by
the registered owner of the uncalled princ-pal balance of a Band.
The Cities, the Board, the Paying A~ent/Registrar, and any other person may treat the person in whose
name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided
(except interest shall be paid to the person in whose name this Bond is registered on the Record Date or Spcctal
Record Date, as applicable) and for all other ,purposes, whether or not this Bond be overdue, and neither e}iL
Cities, the Board, nor the Paying Agcnt/Regtstrar shall be affected by notice to the contrary
IT IS HEREBY CERTIFIED ~iND RECITED that the Issuance of this Bond and the series of which
it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and
in the issuance of the Bands have been properly done .and performed and have happcnod to rc;gular and due
time, form and mariner, as eequired by law
(Execution Page Follows)
-zc~-
TN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile
seal of that City to be placed hereon and this Bond to be signed by the facsimile signature of its Mayor and
countersigned by the facsimile signatures of its City Manager and City Secretary; and the City Council of the
City of Fort Worth, Texas, has caused the facsmile seal of that Cyty to be placed hereon and this Bond to be
signed by the facsunile signature of its Mayor, countersigned by t3~e faesunile signature of its City Secretary,
and approved as to form ar~d legality by its City Attorney
COUNTERSIGi~TED•
City Manager,
City of Dallas, 'Texas
City Secretary,
City of Dallas, Texas
COUNTERSIGNED
City Secretary, _ _
City of Fort Worth, Texas
__ _ __ _--
MaYor,
Gity of Dallas, Texas
__
Mayor,
City of Fort Worth, Texas
APPROVED AS TQ IFQRM AND LEGALITY-
City Attorney,
City of Fart Warth, Texas
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{b) Form of Certificate of Payug Agent/RegistrarJ
CERTIFICATE 4F PAYING AGENT/REGISTRAR
This is one of the Bonds referred to in the within metrtioned Ordinances. The series of Bonds of which
thys Bond is a part was originaliy 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 AgetttlRegistrar
Dated: ay' - ISI _ _ _ _ _ -
Authorized Signatory
{c) (Form of Assignment
.ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite
name, address and zip code of transferee)
(Social Security or other idcntifyirtgnumber- ) the wttlun 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.
Dazed.
__ _ __
Signature Guaranteed By•
_. _ _ _ __ _ lSl
Authorized Signatory
!SI
NOTICE, The signature on this Assignment must
correspond with the name of the registered owner
as it appears on the face of the w~thm Bond m
every particular and muSK. be guaranteed m a
manner satisfactory to the Paying AgentlR.egistrar
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(d) Initial Band lnserti4ns.
(i) The Initial Bond shall be ut the form set forth rn 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 wards "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
fallovvrng schedule:
Principal Interest
Years Installments Rates
(Information to be inserted in accordance
with Section 3,2(b) hereofl", 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
Faying Agent/Registrar•
Y2EGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER §
QF PUBLIC ACCOUNTS § REGISTER NO ~...
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in nny office a ccrtificau: to the effect that
the Attorney General ofthc State of Texas has approved this Bond, and that this Bond has been registered this
day by mc,
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WITNESS 1VIY SIGNATURE AND SEAL QF OFFICE this
ISl
[SEAL) Comptroller of Publyc Accounts
of the State of Texas
Section 6 3 CUSIP _Reurstration. The Cities may secure identification numbers through the
CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New Yark, and may authorize
the panting of such numbers on the face ofthe Bonds. It is expressly provided, however, that the presence or
abs~rnce of CUSIP numbers an the Bonds shall be of no s~gnificancc; or effect as regazds the legality thereof
and norther 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 Opnuon, The approving legal opinions of McCall, Parkhurst d'~ Harton L.L.P.,
Vinson & Elkins L.L.P and Renee Higginbotham-Brooks, Esq , Co-Bond Counsel, shall be delivered to the
Paying Agent/R,egrstraz and the delivery thereof shall be acknowledged by the Paying Agent/Registrar on behalf
ofthe Holders of the Bonds
ARTICLE VII
EXECUTION, APPROVAL, REGISTRATION, SALE
AND DELIVERY OF BONDS AND RELATED DOC11N1ENT5 AND
REDEMPTION O1F REFUNDED BONDS
Sccaon ~ 1 Method of Execution, Delivery oflmtral Bond_ (a) Each ofthe Bonds shall be signed
and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and
courersigned by the manual or faesunile signatures of its C ity Manager and Crty Secretary, and the corporate
seal of that City shall be unpressed, printed, litl~ographcd or otherv-nse 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 facsunile
signature of rts 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 ofthe City Attorney of the City,
and its corporate seal shall be unpressed, 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 manualty
placed thereon, all to be done in accordance with Applicable Law
(b) In the event the Mayor, City Secretary, City 1vXanagcr or City Attorney Qf either ofthe Cities
rs absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Fro
Tem, the Assistant Crty Secretary, an Assistant City Manager or an Assistant City Attorney, respectively, shall
be authonzed to execute such documents and take such actions. and the perforntance of such duties by the
Mayor Pro 'Tem and the Assistant Crty 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, respcctrvely
(c) 4n the Closing Date, one "initial Bond," representing the entire principal amount ofthe Bonds,
payable instated uzstallments to the Purchaser or its designee, executed by manual ar facsimile signatures of
the Mayors and the Cary Manager ofthe City of Dallas and countersigned by the City Secretanes ofthe Cities
and approval as to form and legality by the City Attorney ofthe City of Fort Worth, approved by the Attorney
-24-
Crcneral ofTexas, and registered and manually signed by the Comptroller of Public Accounts of the State, will
be delivered to the Purchaser or its designee Upon payment for the Initial Bond, the Paying Agent/Registrar
shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser registered definitive Bonds as
described in Section 3 7
(d) Except. as provided below, no Bond shall be valid or obligatory far any purpose or be entitled
to any security or benefit of this ardutance unless and until there appears thereon the Certificate of paying
AgentlRegistrar substantiaIly mthe form provided in this Ordinance, duly authenticated by manual execution
of the Paying AgentlRegistrar It shall not be regwred that the same authonacd mpreseittative of the Paying
Agent/Registrar sign the Certificate of Paying Agent/ Registrar on all of the Bonds. In lieu of the executed
Ccmficate of Payuig AgentlRegistrar described above, the Initial Bond shall have attached thereto the
Comptroller°s Registration Certificate substantially in the form provided in this drdinancc, manually cxccutc:d
by the Comptroller of Public Accounts of the State or by his duly authorized agent, which certificate shall be
evidence that the Initial Bond has been duly approved by the Attorney CiE:iieral 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. A royal and Re ist i n, The Board is hcrcbv authorized to have control and
custody of the Bonds and all necessary records and proceedings pertainiitg thereto penduig 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 Co accomplish the
delivery of the fonds or the Initial Bond to the Attorney General of the State of Texas and to assure the
investigation, examination and approval thereof by the Attorney General and their registration by the
Comptroller of Fublic Accounts, Upon registration of the Bonds, the Comptroller of Public Accounts (or a
deputy designated in writing to act for him} shall manually sign the Comptrollor's Registration Certificate
accompanying the Bands 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 w make such agreements and arrangements with the purchasers of the Bonds and with the Paging
Agent/Registrar as may be necessary to assure that the Bond will be dcltvcrcd to such purchasers in accordance
with the terms of sale.
Section 7,3 TEFRA Approval Vernon Evans is hereby appointed to be the designated Hearittg
pfficer 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 A~praval of Credit. Agreements The Board is authorized to enter into Credit
Agreements relating to the Bonds from time to time while the Bands are Outstanding in accordance with
Applicable Law
Section 7.5 Refundins~ of Refunded Oblieations (a) Rcfundin~ of Refunded Notes C;oncurrantly
with the delivery- of the Bonds, Bank One, National Association shall cause to be deposited into the Debt
Service Fund established pursuant to the Controlling Ordinances an amount from the proceeds from the sale
of the Bonds, sui~icient, together with other legally available funds of the Board, to provide for the payment
and retirement of the Refunded Notes to be refunded by the Bonds $ank Qne, National Assoc;iat~on is further
authorized and directed to apply and there is hereby appropriated such moneys of the Board as are necessary
to fund the Debt Service Fund described above with amounts sufficient to provide for the payment of the
Refunded Notes on the date cif delivery of the Bonds In the event that it is deemed necessary, Bank Onc,
National Association is authorized to enter into an escrow agrccmont with the Issuing and Paymg Agent for
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the Refunded Notes in the standard form previously approved by the Board. Ln.such event, Bank Qne, National
Association is authonzcd hereby to take such steps as may be necessary to purchase the securities an behalf
of the Board and is authorized to create and fund the Escrow Fund couteri~plated by the Escrow Agreement
through the use of the proceeds of the Bonds, the monies and investments held in the fund securing the
Refunded Notes, and other lawfully available monies of the Board.
(b) Refunding and Redemption of the Refunded. Bonds. The Cities hereby direct chat the Refunded
Bonds be called far redemption on November 1, 2002 (the "Redemption Date") and that Bank One, National
Association, as successor paying agent to Nations$ank of Texas, N.A., Dallas, 'texas, formerly known as
NCNB Texas National Bank, Fort Worth, Texas, as paying agent for the Refunded Bonds, deposit an amount
sufficient, Huth investment earnngs thereon, if any, to pay the amount due on the Refunded Bonds on the
Rcdcniption Date and which amount represents the par amount of the outstanding principal amount of, pleas
accrued mtCrest on, the Refunded Bonds to the Redemption lute {the "Redemptian Pncc"), all m 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 far redemption in accordance with
the Notice of Redemption at Sank One, National Association as shown in the Notice of Redemption and shall
not bear interest after the Redemption Date.
Section 7 6 Attorney General Modification. In order to obtain the approval of the Bonds by the
Attorney General of the State of?exas, 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 Bands and approval thereof iii accordance with Cite 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
AR'l'ICLE Vlll
GENERAL PROViSiUNS
Scotian 8.1 Deposit and Uses of Bond Proceeds {a) The proceeds received from the sale of the
Bonds steal! be as applied as follows. (i) 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 equal to the maturity value of the Refunded Natcs shall be deposited into the ]suing and Paying
Agent Fund, as defined in the'thirty-Second Ordinance; (iii} alt 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 Requirement, (iv) an amount shall be deposited to the Capitalized
Interest Account of the Construction Fund to pay capitalized interest on the Bonds; (v) an amount shall be
deposited to the Construction Fund for payment of Costs ofthe Airport, and (vi) ail 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. ~yment of the Bonds. While any of the Bonds arc outstanding and unpaid, the Board
shall make available to the Paying Agent/Registrar out of the Debt Service Fund or the Dcbt Scrvie;e: Reserve
Fund, the amounts and at the times rcxluircd by this Ordinance and the Controlling Ordiitance5, 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
]nitial Obligations or Additional Obligations
-2G-
Section 8.3 R~Freserrtations and Covenants. (a) The Cites and the Board wil! faithfully perform
at all times any and all covenants, undertakings, stipulations, and provisions contained ui the Controlling
Ordinances and this Ordinance, the Cities wilt 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 t}ie dates and at the places and
manner prescribed in each Bond; and the Cities will, at the times and in the manner prescribed by this
Ordinance, deposit or cause to be deposited the amounts of money specified by the Controlling Ordinances and
this Ordinance
(h) 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 Bands in the hands of the Holdeis
are and will be valid and enforceable special obligations of the Cities and the Board in accordance with their
terms.
(c) The Board, the officers, employees and agents are hereby directed to observe, comply with and
carry out the terms and provisions of this Ordinance.
Section 8.4 Covenants Regarriin~ Tax-Exemation. The Cities and the Board covenant [otake any
action necessary to assure, or refrain from any action which would adversely affect, tlLe treatment ofthe 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.
[~ 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 bang
"exempt facility bonds" as the term is defined in section 142 of the Code; m particular, which would result in
less than 95 percent of the net procceds being used to provide an "airport" within the mcarung of section
142(x)(1) of the Code;
(b) to take such action to assure at all times while the Bonds remain outstanding, thi: facilities,
directly or indirectly, financed with the proceeds thereof will be owned by a governmental umt;
(c) that no part ofthe facilities, directly or indirectly, financed with the proceeds of the Bonds will
consttute (i}any lodging faclity, (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} ally retail facility (other than parking)
for passengers or the generxt public located outside the exempt facility terminal, {iv) any office bui{ding for
individuals who are not employa~s of a governmental unit or of the operating authority for the exempt facility,
or (v) any industrial park or manufacturing facility;
(d) thatthc maturity of the Bonds does not exceed 124 percent ofthc economic life ofthe facilities,
directly or indirectly, financed with the proceeds ofthe Bonds, as more specifically set forth v~ section 147(6)
of the Code;
(e) that fewer than 25 percent of the proceeds of the Bonds will be used forth°e acquisition of la<~d
or an iirterest therein, unless such land is acquired for noise abatement or wetland preservation or the future
use of the Airport, and there is no other significant use of such land,
(f} that any property acquired, directly or indirectly, with the proceeds of the Bonds was not
placed•in-service prior to such acquisition unless the provisions of scctivn 147(d) of the Code, relating to
rehabilitation, are satisfied;
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(g) that the costs of issuance to be financed v~nth the proceeds of the Bonds do not cxecod two (2)
percent of the proceeds of the Bonds;
(h) to refrarn from talung any action that would result in the Bonds being "federally guaranteed"
within the meaning of section 144(b} of the Code;
(i) to refrain from using any portion ofthe proceeds ofthe Bonds, directly or indirectly, to acqu~rc
or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section
148(b)(2) of the Codc) 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 mcanartg
of Section 148 of the Code, of 3 years or less until such proceeds are needed 1'or 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 rcplaccm~~nt fund to the
extent such amounts do not exceed I O percent of the stated principal .amount (or, in
the case of a discount, the issue price) of the Bonds;
(j) to otherwise restnct 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 14S of the Code (relating to arbitrage},
and
(k) to create and mamta~n a Rebate 1~und, as required below, to pay to the Umtcd States of
America at least once during each five-year period (begin~ur~g on the date of delivery of the Bonds} an amount
that is at least equal to 9G percent of the "Excess Earnings," within the meaning of section 148(f) of the Code
and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100
percent of the amount then required to be paid as a result of Excess Earnings under section 14A(f) of the Code,
and
(I) to maintain such records as will enable the Cities to fulfill their responsibilities under tlus
section and section 148 ofthe Code and to retain such records for at least six years follow,ng the final payment
of principal and interest on the Bonds.
1n order to facilitate the requirements of subscetYOn (k) of this Section, the Rebate 1~und shall be
established and maintained by the Board, on behalf of itself and the Cities, for the sole benefit of the United
States of America, and such fund shall not be subject to the claim of any other Person, including Holders and
Credit Providers. Amounts on deposit in the Rebate !Fund in accordance with scet~on ! 48 of the Code shall be
paid periodically to the Umtod States of America in such amounts and at such times as are required by said
section.
The Cities understand that the term "proceeds" includes "disposition proceeds," as defined in the
Treasury Regulations, and, in the case of refunding bonds, transferred proceeds (if any} and propeeds of the
refunded bonds expended prior to the date of issuance of the Bonds, !t is the understanding of the Cities that
the covenants contained in this Ordinance are intended to assure compliance with the Code and any regulations
-28-
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 will not be required to comply with any covenant contained herein to the extent that such
failure to comply, in the opuuon of nationally-recogtized bond counsel, w~Il not adversely affect the exemption
from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regula-
Mons or rulings are hereafter promulgated wlch impose additional requirements which are applicable to the
Bonds, the Cities agree to comply with the additional requirements io the extent necessary, in the opinion of
nationally-recognized bond counsel, to preserve the exemption from federal uncome taxation of interest on the
Bonds under section 103 of the Code.
Section S.5 Dis oQ_sition of~Proicct. "fhe Cities covenant that the property constituting the projects
financed or refinanced with the proceeds of the Refunded Bonds will not be sold or otherrv~se disposed to a
transaction resulting in the receipt by the Cities of cash or other compensation, unless the Cities obtain an
opinion ofnationally-recognized bond counsel that such sale or other disposition will not adversely affect the
tax-exempt status of the Bonds. For purposes ofthe foregoing, the portion of the property comprising personal
property and disposed m the ordnnary course shall not be treated as atransaction resulting in the receipt of cash
or other compensation. For purposes hereof, the Cites shall not be obligated to comply vtnth this covenant if
they obtaun 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 b Allocation of, and Lunitation on Expenditures for the Protect The Cities 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 Qrdinance (the "Project") on its books and records by allocating proceeds to expenditures
~xnthin 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is complcte:d. The
foregoing notwithstanding, the Issuer shall not expend sale proceeds or investment earnings thereon more than
fiA days after the earlier of (1 }the fiRh anniversary of the delivery of the Bonds, or (2) the date the Bonds are
retired, unless the Cities obtain an opinion of nationally-recognized bond counsel that such expenditure will
nat adversely a#fectthetax-exempt status of the Bonds p'or purposes hereof, the Cities shall not be obligated
to comply with this covenant if it obtains an opuion that such failure to comply will not adversely at~ect the
excludability for federal income tax purposes from gross income of the interest on the Bands.
Section $ 7 Bond lnsuran d Credit A icemen s The Bonds have been offered with one yr
more commitments for bond insurance provided by the Insurer or Insurers and the I}cht Service Reserve Fund
Rsqu~re7tlenrt may be satisfied with the purchase of a Credit Agreement, with d,e bond insurance; and/or Crcxiit
Agreement to be evidenced by one or more of the then current legal fortrts of the Policy or Policies The Cities
have sold one or more maturities of the Bands based an such insurance but arc not required to obtain bond
insurance from another source ifthe Insurer does not honor or is unable to honor its obligations to deliver the
Policy or Policies on the Closing Date [n the event such insurance is not issued as to one or more maturities
an the Closing Date or the Cities do not enter into a Credit agreement to fund the Debt Service Reserve Fund
Requirement as a result of issuing the Bonds, respectively, this Section shall be of no fora and effect. In
accordance with the tenors and conditions unposed 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, cacti obligat~:d Insurer or Credit Provider. and
its designated agent shall be provided with access to the registration books relatittg 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
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respect to any action taken pursuant to Article VII of the Th~rticth Ordinance. in determuung whether a
payment defiult relating to the Bonds has occurred pursua> to Section 7 1(i) and (ii) of the Thi'eth
Ordinance, no effect shall be given to paymems made under any Policy or Credit Agreement. Furthermore,
notice of any payment default with respect to the Bonds shall be given immediately by the Board to each
Insurer or Credit Provider
(b) Notwithstanding any other provision ofthis Ordinance, no resignation or removal of the Paying
Agent/Registrarsholl became effective until a successor has been appointed and has accepted the duties of the
Paying Agentlltegi,straz 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 information 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, preparcxl in connection with the
issuance of any Obligations.
{iii) Notice of clay draw upon the Debt Service Reserve Fund.
(iv) Simultaneously with the delivery ofthe annual audited financial statements such other
statistical data concerning passenger statistics, landing weights and aircraft
operations as arc compiled and made generally available by the Airport.
ARTICLE IX
REPEAL, SEVERABILI'fY, AND EFFECTIVE DATE
Section 9 1 Ordinance irrapc;alable After any of the Bonds shall be issued, this Ordinance shall
constitute a contract between the Gities, the Holders, and each Insurer, and this Ordinance shah be and remain
irrepealabie until the Bands .and the interest thereon shall be fully paid, canceled, refunded or discharged or
provision for the payment thereof shall be made.
.Section 4.2. Severability If any S'oq paragraph, clause or provision of this Ordinance shall
for any reason be held to be invalid or unenforceable, the invalidity or lack cf enforceability of such Section,
paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance if any
Section, paragraph, clause or provision of the Contract and Agreement shall for any ruason be held to be
invalid or unenforceable, the invalidity or lack ofenforceability ofsuch Sc;chon, paragraph, clause or provision
shall not affect any of the rcmainmg provisions of the Contract and Agreement, or of any other provisions of
this Qrdina~ce not ds:~pendent directly for effectiveness upon the pravis~on of the Contract and Agreement thus
declared to be invalid and unenforceable.
Section 9.3 Effective Date. This Ordin«iiice, when duly passed by bath Cities, shall be in full force:
and ef~eet.
(Execution and Venfication Pages Follow).
-30-
APPROVER ANb ADOPTEI} $'Y THE DALLAS Ct'~'Y COUNCIL THIS ,~ ~'~=,.zU02
APPROVED AS TO FORM:
~~.
~s1F~,,~.~' City Attorney ~. .
City of Dallas, Texas
_3~.
PASSED BY THE FORT WORTH CITY C4UNCIE. THIS ,~ , 20U~
~~.
Mayer, City of Fort Worth, Texas
(SEAL)
ATTEST
C: ty Sccrcta
C:l[v of Fort or[h, Texas
APPR ED AS TO FARM AND LEGALITY:
r
/1; ~ ~
C".ity Attorney, _ .
Cuy of Fort Worth, 'Texa
-32-
THE STATE OF TEXAS
CO(JNTY QF DALLAS
CITY pF DALLAS
1, Shirley Acy, City Secretary of the Guy of Dallas, Texas, do hereby certify
1 That the above and foregoing is a true and correct co }r of an excerpt from the nunutes of the
City Council of the City of Dallas, had in regular meeting, ~ !~ , ZOU2, c~nf rnung the pass~ige of
l~allas/1~'ort Worth International Airport Thirty-Fourth Suppl~~rriental Concurrent Bond Ordinance authorizing
tho issuance of Dallas-Fort Worth ]ntcrnational Airport Joint Revenue Intprovemcnt and Refunding Bonds,
Series 2042A which ordinance is duly of record in the nunutes of said City Council.
2. That said rrieeti.ng was open to the public, and public notice afthe time, place and purpose of
satd mu~tuig was given, all as required b~ Chapter 551, Texas Ciovernnient Code, as amended.
WITNESS MY HAND and seal of the City of Dabs, Te~cas, this ~~~ l ~' day of ^F`-t,~~: 2UU2,
City Se
City of
(S>rA~)
THE STATE QF TEXAS
COUNTY OF TARRANT
C[TY QF FORT WORTH
I, Gloria Pearson, City Secretary of the City of Fort Vl~orth, Te3:as, do hereby eerttfy~
I Thai the above and foregoing ~s a true and correct copy of an Ordinance, duly presented and
passed by the City Council of the City of Fort North, Texas, at a regular meetmg held on , 2002,
as same appears of record m the Office of the Ctty Secretary
2 That said meeting was open to the public, and public npt~cc, of the time, place and purpose of
said mce;tuzg was given, all as rcQuired by Chapter 551, Texas Government Cade, as amended.
WITNESS MY HAND and the Official Seal of the Crty of Pori Worth, Texas, this~'~day of
2002
--
C Secretary,
,. City of Fort Wo ~, Te~:as
(SEAL) ~ . ~ ourco~20 fRES
,v~.
EX~-i1BIT A
FdRM OF UNDERWRITING AGREEMENT
{See Transcript of Proceedings, Tab #5)
EXHIBIT I3
NOTICE OF 1tEDEMPTI4N
DALLAS-FORT WORTH REGIONAL AIRPORT
JOINT REVENUE BONDS, SERIES i992C
N07'ICE 1S HEREBY GIVEN that the Cities of Dallas and Fort Worth, Texas, have callus for
redemptian. the Dallas-Fort Worth Regional Airport Joint Rcvcnue Bonds, Series I992C, dated August 1,
1992, outstanding m the aggregate principal amount of $50,675,000, maturing on November 1 in the years
2002 through 2007, inclusive, 2012 and 2024 and with CUSIP Nos. 235037 XR4, 235037 XS2, 235037 XT
U, 235037 XU 7, 23SU37 XV S, 235037 XW 3, 235437 ?CX 1, 235037 XY 9 The date fixed for redemption
of these Bonds is November 1, 2402, and said Bonds shall be redeemed at Bank One, National Assoc~atton at
the address set forth below Upon presentation thereof, at the place of payment on the aforesaid redemption
date, the holder of these Bonds shall be eYrtitled to receive pruncipai and accrued interest to said reciemptton
date.
NOTICE IS FC7RTHER GIVEN that due and proper arrangernentS have been made for providing the
place ofpaymcnt of the Bonds with funds sut~cicnt to pay those called far redemption and the interest thereon
to the call date. In the event said Bonds, or any of them, are not presented for redemption by the date fixed for
their redemption, they shall not thereafter bear interest from and after November 1, 2042.
IN COMPLIANCE WI'THTIiE IlVTEREST AND DIVIDEND TAX COMPLIANCE ACT O~ 1983,
as amended, payers making payments of principal due an debt socunt~es may be obligated to wjthhold 31°!0
tax from remittance to individuals who failed to provide such payer with a valid Taxpayer Idcnttficat~on
Number To avoid the imposition of this withholding tax, such Bondholder should submit a Ccrttfiui Taxpayer
Identification Number when scrrendering the Bonds for redemption.
NOTICE IS FURTHER GIVEN THAT the Bonds should be submitted to the following address:
BY .MAIL.
Bank One Trust Company, NA
Corporate Trust Operations
s P O Box 7i01R4
Columbus, OH 43271-0184 ,
HAND DELIVERY/OVERNIGHT MAIL.
Bank Onc/CT0
Suite i-N (OHl-01$4
1111 Polaras Parkway
Columbus, OH 43240
THIS 'NOTICE is issued and given pursuant to the option of redcmpiion reserved in the proceedings
authorizing the issuance of the aforementioned Bonds, in accordance with the recitals and provisions of each
of said Bonds
WITNESS MY QFFICIAL SIGNATURE, this day of , 2402.
ls1
Cluef Executive Officer, UallaslFort
Worth Intcrnataonal Airport Board
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 Sernce Reserve Requirement 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 ~neremental Debt Service
Reserve Requirement attributable to the Bonds and the Additional Obligations Issued
concurrently therewith.
• The execution of the Credit Agreement must not result m 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 mmust 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 andlor the board awes
the Credit Provider that issued the Policy (the "Credit Provider") amounts
representing repayment of draws and the interest thereon {"Policy Costs"}
• The right and obligations of the Cities and the Board under the Credit Agreement
shall be governed by Texas law
• The Cities and/or the Board shall pay a rate of interest accruing on Policy costs
outstanding that is no greater than. the highest rate permitted by law
• A default under the Credit Agreement shall not entitle the Credit Provider to
accelerate the Bonds or any other Outstanding Obligations.
Airport T3aard Resolution No. 2002-4$-245
CERTIFICATE FdR RESOLiJTION
THE STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD
Wc, the undersigned officers of said Board, hereby certify as follows
1 That the Dallas-Fort Worth International Airport Board convened in regular
Mcetr>~g on the 1st day of August, 2()02, at the Airport Administration Building, 3200 East
Airfield Drive, Dallas-Fort Worth Airport, Texas, rts regular meeting place, and the roll was
called of the duly constituted off cers and members of said $oard, to wit:
Robert E. Kolba, Chair
Pedro Aguirre, Viec Chair
Jerry iiaynes, Secretary
Mayor Kenneth Barr
Mayor Laura Miller **
Pamela Dunlop Gates
Ashok Kumar Mago
Robert L. McAfee
Ricardo Medrano
Santiago Salinafi
Max W Wells
Terry Waldrum`
Boardmen~bers
** Mayor Prc~-tem Donald Hill substituted for Laura Miller
and all of'said persons were present, except the following absentees
none __ ,thus constituting a quorum. Whereupon,
among other business, a written resolution AFPROVING Tlilr FORIVI ()F 'Y'HE THIR'I'1'-
F'OURTHSUPPLEMENTAL CONCURRENT BOND ORDTNANCE, THF, T'HIRT'Y-
FIFTH SUFPLEMENTAI., CQNCURRh;NT BOND QRDINANCE AND THE, THIIZTY-
SIXTH SYIPPI.EMENTAL C'ONCUItRENT I3UND ORDTNANC>i. AND REQUESTING
"THEIR PASSAGE I3Y THF C1TX COUNCIL,5 OF THE C1TIF.S OF DALLAS ANI~
FOR1 WORTH; APPROVING TIIE PRELIMINARY OFFICIAL STATEMENTS ANA
Al<1THORIZING THI~, PREPARATION OF FINAL OFFICIAL STATEMENTS;
APPROVING THE UNDERWRITING AGREEMENTS AND ESCRQVV AGREEMENT;
ANT) AUTHORIZING THE CHIEF EXECUTIVIN; OFFICER TU TAKE OTHER
NECESSARY ACTIONS IN CQNNECTIUN 'T'HEREWITH was duly introduced for the
consideration of said Boarcl of Directors. It was then duly moved and seconded that said
Resolution be adopted, and said motion, carrying with it the adoption of said Resolution,
prevailed and carried by the following vote
AYES. All- those present voted "aye"
NC.)ES Nane
ABSTENTIONS None
" Nnn-Vuting Mernher., City c~f'tivrri~
Ml'NTlTES AN13 C:ERTINfC:AT[aN to Buard Kcsolution
Airport hoard Resolution No, ,Z~~ °0 $ r2 `~ ~
2. That a true, full and correct copy of the aforesaid Resolution adopted at the
meeting described to the above and foregoing paragraph is attached to and follows this
Certificate; that said Resolution has been duly recorded in the minutes of said Meeting; that the
above and foregoing paragraph is a true, full and correct excerpt firom the minutes of sari
meeting pertaining to the adoption of said Resolution; that the persons named izt the above and
foregoing paragraph are the duly chosen, qualified and acttng officers and members of said
Board as indicated therein, that each of the officers and members of said Board was duly and
sufficiently notified officially and personally in advance, of the time, place and purpose c>f the
aforesaid meeting, and that said Resolution would be introduced and considered for adoption at
said meeting, and each of said officers and members consented, in advance, to the holding of
said meeting for such purpose; and that said meeting was open to the public, and public notice of
the time, place and purpose cif said meetyng was given, all as required by Chapter SS l , Texas
Government Cade, as amended.
3, That the Chairman and the Secretary of the Board hereby declare that their
signing of this Certificate shall constitute the signing of the attached and followins copy of said
Resolution for ail purposes.
4 That the Resolution has not been modrfied, amended or repealed and is in full
force and effect nn and as of the daft hereof.
S~ ~ ~.
SIGNED AND SEALED the _~ day of
,r
~~
...
S tart', I)l 1 as-Fort W rth
Inte~nahonal,, lrport Bo ~ rd
2002.
~~
C>~auman, Dallas-Fort Worth
lnternat~anal Airport Board
(Sl~AL)
62&3b5_ l.DOC.'
Affirming Airport Board Resolution
RESOLUTION NQ. 2002-0$-245
ArPROVTNG THE FORM OF THE 'T'HIRTY-FOURTH
SUPPLEMENTAL CONCi1RRENT $OND ORDINANCE, THE THIRTY-
FIFTH SUPPLEMENTAL CONCCTRRENT BAND ORDINANCE AND
THE THIRTY-SiXTI~T SUPPLEMENTAL CONCURRENT BOND
ORDINANCE AND REQUESTING THEiR PASSAGE BY THE CITY
COUNCILS OF THE CITIES OF DALLAS AND FORT' WORTH;
AQPROVING THE PRELiMINAIZY OFFICIAL STATEMENTS AND
AUTHORIZING THE FREPARATIQN OF FINAL OFFICIAL
S'T'ATEMENTS; APPRQVING THE [JNDERWRITING AGREEIYIENTS
AND ESCROW AGREEMENT; AND AUTHORIZING THE CHIEF
EXECUTIVE OFFICER TO TAKE OTHER NECESSARY ACTIONS IN
CONNECTION THEREWITH
THE STATE OF TEXAS ~
COUNTIES OF DALLAS AND TARRANT §
DALLAS/FORT WORTH INTERNATIONAL AIRPORT BOARD §
WHEREAS, prior to the adoption of this resolution (herein defined and cited as the
"Resolution"), the City Councils of the Giiies of ballas and Fart Worth (the "Cities") have
passed the Thirtieth Supplemental Concurrent Bond Qrdinancc (defined and cited herein as the
"Thirtieth Ordinance") relating to the Dallas/Fort Worth International Airport (the "Airport");
and
WHEREAS, terms not defined herein shall have the meanings set forth in the Thirtieth
Ordinance, and
WHEREAS, the Thirtieth Ordinance amended and supplernetited the prior ordinance of
the Cities that is defined therein as the "1968 Ordinance", and
WHEREAS, the 196 Qrdinancc, as amended and supplemented by the Thirtieth
Ordinance, and the Thirtieth Qrdinancc, now constitute the controlling bond ordinances of the
Cities (herein defined together as the "Controlling Ordinances") that relate to die financing of the
Airport and that, together (i) prescribe the terms and conditions upon the basis of which the
Tnitia.l Oh]>gations, Additional Obligations, Credit Agreements, and Parity Credit Agreement
Obligations may be Issued and executed, and (ii) provide and establish the p]edge, security, and
liens securing the Cities' special ob]igations to pay when dice the Outstanding Obligations, the
initial Obligations, and Parity Credit Agreement Obligations, and any Additional Obligations,
and
Affirming Airpot1 IIosrd ke.~crlution
t.)A1,504f71002
-1-
WHEREAS, this Resolution is adopted for the purpose of, among the other purposes set
forth below, funding a portion of the Capital Development Program. (the "CDP"} and certain
additions and improvements to the Alrport that are not part of the CDP; and
WHEREAS, iri accordance with the Controlling Ordinances, the Dallas/Fort Worth
international Airport Board (the "Board"} has sought and obtained the preparation of a proposed
ordinance to be passcd concurrently by said Cities authorizing the issuance of Dallas/Fort Worth
International Airport Joint Revenue improvement and refunding Bonds, Series 2002A (the
"Series 2002A Bands"), a proposed ordinance to be passed concurrently by said Cities
authorizing the issuance of Dallas/Fort Worth International Airport Joint R,cvenue Auction Rate
Bonds, Serves 20028 (the "Series 20028 Bonds"), and a proposed ordinance to be passed
concurrently by said Cities authorizing the issuance of ballas(Fort Worth International Airport
Joint Revenue Auction hate Bonds, Series 20020 (the "Series 20020 Bonds" and, collectively.
with the Series 2p02A Bonds and the Series 20028 Bonds, the "Series 2002 Bonds"} which shall
constitute Additional Obligations pursuant to the Thirtieth Ordinance the proceeds of which will
be used, among other things, to refund maturities of a series of previously issued Outstanding
Obligations, to pay costs of capital improvements of the Airport and for other purposes as
permitted by the Controlling Ordinances; and
WHEREAS, the City Councils of the City oi' Dallas, Texas on August 12, 1992, and oC
the City of Fort Worth, Texas on August 11, 1992, concurrently passcd the Twenty-Second
Supplerrtcntal Regional Airport Concurrent Bond Ordinance autllorizirtg the issuance of the
Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 19920 in the aggregate amouni
of $51,175,000, presently outstanding in the aggregate prineipai amount of $50,675,404 (the
"Refunded Bonds"}, and
WHEREAS, it has been determined that debt service savings can be achieved and future
uncertainties removed at this time by the issuance of the Series 2002 Bonds for the purpose,
among other things, of refunding the Refunded Bonds pursuant to the Series 2002 Ordinances (as
defined below) which will be presented for adoption by the Cities of Fort Worth and Dallas,
Texas on August 23, 2002 and August 14, 2002, respectively; and
WHEREAS, the Cities have also authorized the issuance of up to $500,000,000 of their
Joint Revenue Commercial Paper Notes, Buries A (the "Refunded Notes" arid, together with the
Refunded Bonds, the "Refunded Obligations") pursuant to the Thirty-Second Supplemeriial
Concurrent Bond Ordinance concurrently passed by the City Councils of the City of Dallas,
Texas and the City of Fort Worth, Texas on Oetobcr 25, 2000 and- October 24, 2000,
respectively; and
WHEREAS, the Board is requesting the Cities refund the outstanding Refunded Notes
with a portion of the proceeds of the Series 2002 Bonds pursuant to the Series 2002 Ordinances,
and
WHEREAS, ~t is the desire of the Board by this Resolution to approve the Serves 2002
Ordinances in substantially the forms attached hereto and to respectfully request the City
Councils of the Cities of Dallas and Fort Worth to pass said ordinances and thus authorize the
issuance and sale of the Series 2002 Bonds and the other matters authorised thereby; and
Aff":mtitls Airtmrt Boarsi Rtsolutinn
DALS(>4171002
-~-
WHEREAS, the Series 2002 Ordinances provide parameters subject to which the Series
2002 fonds are to be sold to certain purchasers in accordance with the terms of one or several
Underwriting Agreements, and
WHEREAS, it is the desire of the Board to approve the substantial form of such
Underwriting Agreements and authorize their execution by the proper officers of the Board, with
parameters set forth in the Series 2002 Ordinances and with such subsequent modifications and
terms as may be determined by the respective City Managers of the Cities of Dallas and Fart
Worth, and
WHEREAS, the Underwriting Agreements require the preparation and delivery of one ar
several Preliminary and final Official Statements in connection with the sale of the Serves 2002
Bands, and
WHEREAS, it is the desire of the Board to approve the form of the Preliminary Official
Statements and authorize the preparation, execution and delivery of final Qf'ficial Statements,
with such modifications and amendments as shall be approved in venting by the Chief Executive
Officer; and
WHEREAS, it is the desire of the Board to approve the substantial form of an Escrow
Agreement providing for the discharge and payment of the Refunded Obligations and
recommend that the Ciries authorize acid execute such Escrow Agreement; and
WHEREAS, the Board hereby determines that the meeting at which this Resolution is
adopted is 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 Resolution, was given,
all as required by Applicable Law;
NOW, THEREFORE, $E IT .RESOLVED BY THE BOARD OF DIRECTORS OF
THE DALLAS/FORT WORTH 1NTERNATIONAL AIRPORT:
Section 1. That the proposed concurrent ordinance of the City Councils of the Cities
of Dallas and Fort Worth, bearing the short title "Thirty Fourth Supplemental Concurrent Band
Ordinance" be .and the same is hereby in all respects approved by the Board, with the parameters
set forth therein and in substantially the form and substance attached hereto and made a part
hereof The $oard hereby acknowledges and accepts its duties under Section 1.5(b) of said
ordinance for the purpose of continuing disclosure.
Section 2. That the proposed concurrent ordinance of'the City Councils of the Cities
of Dallas and Fort North, bearing the short title "Thirty Fifth Supplemental Concurrent i3ond
Ordinance" be and the same is hereby in all respects approved by the Board, with the parameters
set forth therein and in substantially the form and substance attached hereto and made a part
hereof The Board hereby acknowledges and accepts its duties under Section 1.S(b) of said
ordinance for the purpose of continuing disclosure.
Section 3 That the proposed concurrent ordinance of the City Councils of the Cities
of Dallas and Fart Worth, bearing the short title "Thirty Sixth Supplemental Concurrent Band
Ordinance" be and the same is hereby in all respects approved by the Board i.n substantially the
Affirming Airport Duard kesnlution
DAL504/7 ] UU2
-~-
form of the Thirty Fifth Supplemental Concurrent Bond Ordinance described in Section 2 above,
with only such changes as are necessary or appropriate to effectuate the issuance of the Series
2002C Bonds. The Board hereby acknowledges and accepts its duties under Section 1.5(b) of
said ordinance for the purpose of continuing disclosure.
Section 4 That it is hereby recommended to the City Councils Of the Cities of Dallas
and Fort Worth. that they pass the Thirty Fourth Supplemental Concurrent Bond Ordinance, the
'Thirty Fifth Supplemental Concurrent Bond Ordinance and the Thirty Sixth Supplemental
Concurrent Bond Ordinance (collectively, the "Series 2002 Ordinances") with the parameters set
faith and in the forms attached hereto and said City Councils arc hereby requested to so do
Section 5. That the Chief Executive Offccr is hereby directed to promptly forward
copies of the Series 2002 Ordinances to the City Councils of said Cities along with a copy of this
Resolution, together with the exhibits attached hereto
5eetion 6. That, in accordance with the requirements of the Contract and Agreement
and the Controlling Ordinances, the Chief Executive Off cer is further directed to forward by the
earliest practical means a copy of the Series 2002 Qrdinances to the City Attorney of each of the
Cities with the requesl that each present the same a meeting of the respective City Council, along
with the request of the Board, respectfully submitted, that each of the Series 2002 Ordinances be
approved and passed.
Section 77. That upon the passage of the Series 2002 Ordinances by said City
Councils the ap}iroprtate officers of this Board are hereby authorised and directed to take such
steps as may be necessary or considered appropriate to accomplish the issuance, sale and
delivery of the Senes 2002 Bonds in accordance with the Series 2002 Ordinances.
Section 8. That the Preliminary Official Statements substantially in the forni attached
hereto and made a part hereof, are hereby in all respects approved by the Board. The Chief
Executive Officer is hereby authonzed to prepare and execute the final Official Statements and is
directed to deliver executed copies of said final Official Statements to the Underwriters named in.
the Underwriting Agreement.
Section 9. That the Preliminary Official Statements and final Official Statements,
with such subsequent modifications or amendments as shall be approved in writing by the Chief
Executive OfEcer, shall be used by the Underwriters in the sale of the Series 2002 fonds.
Section 10. That the Underwriting Agreements, providing for the terms of sale of the
Series 2002 Bonds by the Cities of Dallas and Fart Worth to the purchasers therein named i5
hereby in all respects approved by the Board in substantially the form and substance attached
hereto Arid made a part hereof, at such price, in the aggregate .principal amount, with such
installments of principal, with such interest rates and such other matters as shall be determined
by the respective City Managers of the Cities of Dallas grid tort Worth, Texas, and the Chief
Executive Officer is hereby authorized to execute such Underwriting Agreements, and the
corporate seal of the Board shall be impressed thereon and attested by the Staff Secretary of said
Board upon a determination by the Chief Executive Of~c;er that the requirements of Article iII of
each of the Series 2042 Ordinances have been met. That upon execution in the maruier herein
AlTirming Airport Finarci Resolution
DAL504171002
-4-
prescribed by the officers of this Board, the Chief Executive Officer is hereby directed to
.forward copies of said executed Underwriting Agreements to the Ctty Managers of the Cities of
Dallas and Fort Worth for further handling.
Section 1 l . That the Escrow Agreement to substantially the form attached hereto and
made a part. hereof, providing the terms upon which the Refunded Obligations are to be
redeemed and retired, is hereby to all respects approved by the Board and the Board hereby
recommends that the Escrow Agreement be authorized and executed by and on behalf of the
Cities, with such changes and modifications as the respective City Attorneys deem necessary and
appropriate.
Section 12. That the Chief Executive Officer is hereby authorized to take any other
actions appropriate or necessary in connection with the issuance, sale and delivery of the Series
2002 Bonds, the preparation of any of the documents described or referenced herein, or the
delivery of copies of any such documents to the Gity Councils of the Cities. In the absence of
the Chief Executive Officer, the Senior Executive Vice President and the Executive Vicc
President and Chief Financial Officer are hereby authorized to act in his stead with respect to all
such matters
AtTrrning Airport BoRrd Resututiun
t)A1.,S04J71002
~5-
ADOPTED BY THE DALLAS/FORT WORTH INTERNATIONAL AIRPORT
$OARD ON THIS 2002.
:hair of the
ATTEST
1 `~
t ~- .r-
Bo ~ Secr t
',~
$Ignczlure Page.for ~llr~vrt t3oard IZE~svlteliun