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HomeMy WebLinkAboutOrdinance 1518608-22-02 P04 41 IN DALLAS/FORT WORTH INTERNATIONAL AIRPORT THIRTY-FIFTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE Passed concurrently by the Crty Councils of the Cities of Dallas and Fort Worth authonzmg $75,000,000 aggregate principal amount of DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE AUCTION RATE BONDS, SERIES 2002B Passed by the Crty Counc>1 of the City of Dallas August 14, 2002 Passed by the City Counc>l of the City of Fort Worth August 13 2002 Effectwe August 14, 2002 DAL504 71002 Dallas 612032 5 DOC TABLE OF CONTENTS Preambles ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1 1 Short Title Section 1.2 Definitions Section 1 3 Table of Contents, T>tles and Headings Section 1 4 Interpretation Section 1 5 Declarations and Additional R>ghts and Limitat>ons Under Controlling Ordinances ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR BONDS Section 2 1 Purposes of Ordlnance Section 2.2 Pledge, Security for, Sources of Payment of Bonds ARTICLE III AUTHORIZATION GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3 1 Authorization. Section 3 2 Imtlal Date, Denommatlons, Number, Maturity, Initial Registered Owner, Charactenst>cs of the Imt>al Bond and Exp>,ration Date of Delegat>on. Section 3 3 Medlum, Method and Place of Payment Section 3 4 Ownersh>p Section 3 5 Registration, Transfer and Exchange Section 3 6 Cancellation and Authent>catlon Section 3 7 Temporary Bonds Section 3 8 Replacement Bonds Section 3 9 Book-Entry Only System Sect>on 3 10 Successor Securities Depository Section 3 11 Payments to Cede & Co ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4 1 Limitation on Redempt>on Section 4.2 Optional Redemption Section 4 3 Partlal Redempt>on Sect>on 4 4 Mandatory Redemption of Certaln Bonds Section 4 5 Notice of Redemption to Holders DAL~04 71002 Dallas 612032_5 DOC Page 2 4 4 4 7 7 7 7 9 10 11 12 12 12 13 14 15 15 15 15 15 16 ~i~ Section 4 6 Payment Upon Redemption. 16 Section 4 7 Effect of Redemption 16 ARTICLE V PAYING AGENT/REGISTRAR Section 5 1 Appointment of Initial Paying Agent,'Registrar 1 ~ Section 5.2 Qualifications 17 Section 5 3 Mamtaming Paying Agent/Reglstrar 1 ~ Section 5 4 Termination 1 Section 5 5 Notice of Change 17 Section 5 6 Agreement to Perform Duties and Functions 1 ~ Section 5 7 Delivery of Records to Successor 18 ARTICLE VI FORM OF THE BONDS Sectlon 6 1 Form Generally 18 Section 6.2 Form of Bonds 18 Sectlon 6 3 CUSIP Registration 26 Sectlon 6 4 Legal Opinion. 26 ARTICLE VII EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Sectlon 7 1 Method of Execution, Delivery of Inrtlal Bond 26 Section 7 2 Approval and Registration 27 Section 7 3 TEFRA Approval 28 Section 7 4 Approval of Credit Agreements 28 Section 7 5 Approval of Auction Agreement 28 Section 7 6 Approval of Broker-Dealer Agreement. 28 Section 7 7 Further Action 29 Section 7 8 Attorney General Modification 29 ARTICLE VIII GENERAL PROVISIONS Section 8 1 Deposit and Uses of Bond Proceeds 29 Sectlon 8.2 Payment of the Bonds 29 Section 8 3 Representations and Covenants 29 Sectlon 8 4 Covenants Regarding Tax-Exemption 30 Section 8 5 Disposition of Project 32 Sectlon 8 6 Allocation of, and Llmrtatlon on, Expenditures for the Project 32 Sectlon 8 7 Bond Insurance and Credit Agreements 32 DAL~04 71002 Dallas 612032_S.DOC ~11~ ARTICLE IX REPEAL, SEVERABILITY AND EFFECTIVE DATE Sectlon 9 1 Ordinance Irrepealable Sectlon 9.2 Severabilrty Sectlon 9.3 Effective Date Appendix A - Provisions for Multi-Modal Obligations Appendlx B -Form of Underwriting Agreement Append>x C -Parameters for Credit Agreement Appendix D -Form of Auction Agreement Appendix E -Form of Broker Dealer Agreement DAL504.71002 Dallas 613033 5 DOC 33 ,~ ~~ 34 ~111~ CITY OF DALLAS ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO ~ ~ ~.~~ TIiIRTY-FIFTH SUPPLEMENTAL CONCURRENT BOND ORDINANCE AUTHORIZING DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE AUCTION RATE BONDS, SERIES 2002B, FOR LAWFUL PURPOSES, PROVIDING THE SECURITY THEREFOR, PROVIDING FOR THE SALE, EXECUTION AND DELIVERY THEREOF SUBJECT TO CERTAIN PARAMETERS, AND PROVIDING OTHER TERMS, PROVISIONS AND COVENANTS WITH RESPECT THERETO. WHEREAS, prior to the adoption of this ordinance (herein defined and cited as the "Thirty-Fifth Supplemental Concurrent Bond Ordinance" or as the or this "Ordinance"), the City Councils of the C1hes of Dallas and Fort Worth (the "Cities") passed the Thirt>eth Supplemental Concurrent Bond Ordinance (defined and cited herein as the "Thirtieth Ordinance") relating to the Dallas/Fort Worth Internata.onal Airport (the "Alrport"), and WHEREAS, the Th>rtieth Ordinance amended and supplemented the pnor ordinance of the Cites that >s defined therein as the "1968 Ordnance", and WHEREAS, the 1968 Ordinance, as amended and supplemented by the Thirta,eth Ordinance, and the Thirtieth Ordinance, now constitute the controlling bond ordinances of the Cities (herein defined together as the "Controlling Ordinances") that relate to the financing of the Airport and that, together (>) prescribe the terms and conditions upon the basa.s of which the Additional Obligations, Credit Agreements, and Panty Credit Agreement Obligations may be issued and executed, and (u) provide and establish the pledge, security, and liens securing the Cities' special obllgata,ons to pay when due the Outstanding Obhgat>ons, the Initial Obl>gat>ons, any Panty Credit Agreement Obhgata,ons, and any Addrta,onal Obligations, and WHEREAS, this Ordinance >s adopted for the purpose of, among the other purposes set forth below, funding a port>on of the Capa.tal Development Program, and WHEREAS, m accordance with the Controlling Ordinances, the Cities have been requested by the Dallas/Fort Worth Internat>onal Airport Board (the "Board") to >.ssue Additional Obligations pursuant to this Ordinance to pay costs of capital >.mprovements of the Airport and for other purposes as further described in sect>on 3 1, and WHEREAS, each C>,ty Counc>1 finds and determines that the meeting at which this Ordinance was adopted was open to the public, and public not>ce of the tame, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by Applicable Law; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS DAL504!71002 Dallas 612032_5 DOC NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH• ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Sectron 1 1 Short Title. This Ordinance may hereafter be cited in other documents and without further description as the "Thirty-Fifth Supplemental Concurrent Bond Ordinance " Sectlon 1.2 Definitions The capitalized terms used herein, including in the preambles hereto, that are not otherwise defined herein shall have the same meanings and definitions as are applied to such terms, respectively, in, or incorporated into, the Controlling Ordinances. Additionally, unless otherwise expressly provided or unless the context clearly requires otherwise, the following additional terms shall have the respective meanings specified below Authorized Officer -means the Chief Executive Officer, the Senior Executive Vice President, the Executive Vice President and Chief Financial Officer, and the Vice President-Finance of the Board, and, in the event any of such positions is renamed or otherwise reorganized, including any person holding or exercising the duties of any comparable position. Bond -means any of the Bonds. Bond Date -means September 1, 2002, the date of the Bonds. Bonds -means the bonds entitled "Dallas/Fort Worth International Airport Joint Revenue Auction Rate Bonds, Serves 2002B," as further described in Section 3 1 and Appendix A. Capital Development Program - means the 5-year Airport infrastructure expansion and improvement program and plan approved by the Board on November 8, 1999, by the City of Fort Worth,. Texas on December 14, 1999, and by the City of Dallas, Texas on December 15, 1999, as amended by the Board on August 2, 2001, by the City of Fort Worth, Texas on November 13, 2001, and by the City of Dallas, Texas on November 14, 2001, and as such program maybe 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 Payment/Transfer Office -means (1) with respect to the initial Pa}nng Agent/Registrar named herein, its office in Dallas, Texas, or such other location as may be designated by the Pa}nng Agent/Registrar, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the Cities and such successor DTC -means The Depository Trust Company of New York, New York, or any successor securities depository DAL504.~71002 Dallas 612032_S.DOC -2- DTC. Participant -means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold. securities to facilitate the clearance and settlement of securities transactions among such parties. Initial Bond -means the Bond described m Section 3.2 with the insertions required by Section 6.2(d) Insurer or Insurers -means the issuer of the Policy or of the Policies if more than one are issued, as certified by an Authorized Officer on the Closing Date. Interest Payment Date -has the meaning set forth in Appendix A. Mandatory Redemption Dates -means the dates on which the Cities are obligated to redeem Bonds in advance of their respective maturity dates and includes the dates on which any Sinking Fund Installment shall be due. Master Paving Agent Agreement - means the paying agent agreement previously executed by the Board and the Paying Agent/Registrar that specifies the duties and responsibilities of the Paying Agent/Registrar with respect to bonds or other obligations issued by the Cities in relation to the Airport. Officers Pricing Certificate means the certificate to be executed by one or more Authorized Officers pursuant to Section 3.2 and attached as Schedule I to the Underwriting Agreement. Ordinance -means this Ordinance. Original Issue Date -means the Closing Date. Paving Agent/Registrar -means Bank One, National Association, or any successor thereto as provided in this Ordinance. Policy or Policies -means the policy or policies of municipal bond insurance relating to the Bonds issued on the Closing Date by the Insurer or the Insurers if more than 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. Rebate Fund -means the special fund required to be created and maintained in Section 8 4 and is the type of fund referred to in the definition of that term >n the Thirtieth Ordinance. _ Record Date -has the meaning set forth in Appendix A. Representation Letter -means the "Blanket Letter of Representations" between the Cities and DTC, as approved and ratified in Section 3 9(c) DAL504,'7I002 Dallas 612032 5 DOC -3- Stated 1VIaturity. Bate. -means the respective date or dates on which the Bonds are stated to mature as provided m accordance with Section 32(b) Thirtieth Ordinance -means the Thirtieth Supplemental Concurrent Bond Ordinance passed by the City Councils of the Cities and effective on February 23, 2000 Underwriting Agreement -means the Underwriting Agreement hereafter entered into as contemplated and authorized in Section 3.2(b) In addition to the foregoing definitions, the definitions of terms contained in Appendix A attached hereto are hereby incorporated herein. Section 1.3 Table of Contents, Titles and Headings The table of contents, titles and headings of the Articles and Sections of this Ordinance have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in .any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1 4 Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) Article and Section references shall mean references to Articles and Sections of this Ordinance unless designated otherwise. (c) If any one or more of the covenants, provisions or agreements contained herein should be contrary to Applicable Law, then such covenants, provisions or agreements shall be deemed separable from the remaining covenants, provisions, and agreements hereof, and shall in no way affect the validity of the remaining covenants, provisions, and agreements contained in this Ordinance Section 1 5 Declarations and Additional Ri;?hts and Limitations Under Controllin>; Ordinances. (a) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and supplemented the Cities declare and provide as follows (i) The Bonds are Additional Obligations that are authorized by Section 3.2 of the Thirtieth Ordinance. (n) The Bonds are not Interim Obligations {ui) Each Policy is a Credit Agreement, and each Insurer is a Credit Provider However, a Policy does net create a Panty 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 panty with Subordinate Lien Obligations, provided however, the provisions of subsection 5.2(b)(iii) of the DAL504:71002 Dallas 612032_S.DOC -4- Thirtieth Ordinance shall cont>_nue to apply with respect to any deficiencies in the Debt Service Reserve Fund, including any costs of a Policy with respect to the Debt Service Reserve Fund. (iv) Administrative Expenses shall include the fees and expenses owed to the Paying Agent/Registrar (v) The amount of the Debt Service Reserve Requirement on account of the Bonds is an amount that is not less than the average annual Debt Service that will be required to be paid on or with respect to all Outstanding Obligations as of the date following the delivery of the Bonds. The amount on deposit in the Debt Service Reserve Fund is less than the amount required, and the amount specified in Section 8 1 shall be deposited to the Debt Service Reserve Fund out of the proceeds of the Bonds or shall be used to enter into a Credit Agreement to satisfy the Debt Service Reserve Fund Requirement. (vi) The Stated Matunty Dates and the Mandatory Redemption Dates established in accordance with Article III are Principal Payment Dates for the purposes of the Thirtieth Ordinance. (vii) Each Insurer, as a Credit Provider, is authonzed to give and withdraw notices of default under the provisions of Section 7 1(vii) of the Thirtieth Ordinance. (vile) Special Revenues received by the Board from the imposition and collection of passenger facilities charges imposed pursuant to 49 U S Code, Sec 40117, in the full amount authonzed by Records of Decisions of the Federal Aviation Administration heretofore issued pursuant to Applicable Law, and Special Revenues received from a passenger facilities charge collected at the rate of $3 00 per permissible passenger, but not exceeding $4,000,000,000, as authonzed pursuant to the Board's fifth and sixth Applications for approval, and relating to one or more portions of the Capital Development Program, shall be included as Gross Revenues (ix) The Bonds are "Additional Panty Bonds" within the meaning of Section 8 4 of the 1968 Ordinance. (x) As permitted by Section 5 1 of the Thirtieth Ordinance, the Board confirms the creation of the Capitalized Interest Account in the Construction Fund. The Capitalized Interest Account is a Pledged Fund, subject to the terms and provisions of Section 8 6 (xi) This Ordinance is an Additional Supplemental Ordinance (xii) Each of the Authonzed Officers is designated and appointed as an "officer" of the Cities for the limned purposes of administenng this Ordinance, including particularly the bi-modal provisions contained in Appendix A, and the related documents and agreements described herein in accordance with Chapter DAL504,"71002 Dallas 612032_S.DOC -5- 1371, Government Code, as amended, and the Authonzed Officers are instructed to submit penod7c reports, not less frequently than annually; to the Ciries as to the actions taken in connection therewith dunng the preceding penod, and to provide such other information regarding the implementation of such agreements and this Ordinance as either of the Cities shall request. (xui) Appendix A attached hereto, "Provisions for Bi-Modal Obligations," is approved in substantially the form attached hereto, with such additions or modifications as may be approved by an Authorized Officer The final form of such Appendix A shall be as set forth and attached as Appendix A to the Officers Pricing Certificate, which is hereby incorporated into this Ordinance and shall have the same force and effect as if set forth herein. (b) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, as amended and supplemented; the following additional rights and limitations are granted and imposed. (i) No amendment to any Outstanding Ordnance or this Ordinance shall be approved or adopted pursuant to any of Sections 8.2, 8.3, 8 4, or 8 5 of the Thirtieth Ordinance, whether with or without the consent of the Holders, unless and unt>l the same is approved by the Insurer, to the extent required under the terms of the Credit Agreement. (ii) The Cities shall have the right to amend the Outstanding Ordinances, the Controll>ng Ordinances, and this Ordinance without the consent of or notice to the Holders, for any purpose not prohibited by Section 8 3 of the Thirtieth Ordinance, if such amendment is (i) approved by the Insurer and such other Credit Providers, if any, as may be required by an Additional Supplemental Ordinance or (ii) is approved in accordance with Section A-601 of Appendix A. (iii) ,Whenever in this Ordinance; or in the Controlling Ordinances, the right is granted to redeem Bonds in advance of a Stated Maturity Date, any such redemption may be accomplished with any lawfully available money The Bonds may be redeemed according to their respective terms, and pro rata redemptions are not required. All money delivered to the Paying Agent/Registrar for the purpose of paying the principal of and interest on Bonds shall be held uninvested by the Paying Agent/Registrar (iv) In the event of the occurrence of an Event of Default, the right of acceleration of the Stated Maturity Date or the Mandatory Redemption Date of any Bond or of any Panty Credit Agreement Obligation is not granted as a remedy, and the right of acceleration is expressly denied. (v) The specific information that must be provided pursuant to the disclosure requirements of Section 10 1 of the Thirtieth Ordinance with respect to the Bonds shall be (A) the audited financial statements of the Board for each Fiscal Year ending on and after September 30, 2002, and (B) the annual financial DAL504%71002 Dallas 612032_5 DOC -6- information shall be the operating data relat>ng to the Bonds set forth in the numbered tables in the official statement relating to the issuance of the Bonds. The Board shall provide such information on behalf of the Cities. ARTICLE II PURPOSES, PLEDGE AND' SECURITY FOR BONDS Section 2 1 Purposes of Ordinance. The purposes of this Ordinance are to prescribe the specific terms and provisions of the Bonds, to extend expressly the pledge, lien, security, and provisions of the Controlling Ordinances to and for the benefit of the Holders, to provide certain covenants to and for the benefit of each Insurer and/or Credit Provider, and to sell the Bonds to the Purchaser Section 2.2 Pledge Security for Sources of Payment of Bonds. (a) The pledge, the security and the filing provisions of Sections 2.2 and 2 4, respectively, of the Thirtieth Ordinance are hereby expressly restated, fixed, brought forward and granted to the Holders, and to each Insurer, as a Cred> t Prov> der (b) The Bonds, as "Additional Obligations" under the Controlling Ordinances, are secured by a lien on and pledge of the Pledged Revenues and the Pledged Funds on a panty with the Prior Obligations, the Initial Obligations, and any other Additional Obligations that are Outstanding, and with Panty Credit Agreement Obligations, if any, that are unpaid from time to time, as declared and provided in Section 2.2 of the Thirtieth Ordinance ARTICLE III AUTHORIZATION, GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3 1 Authorization. Additional Obligations, to be designated "Cities of Dallas and Fort Worth, Texas, Dallas/Fort Worth International Airport Joint Revenue Auction Rate Bonds, Series 2002B," are hereby authorized to be issued and delivered in accordance with Applicable Law and as provided herein and in the Officers Pricing Certificate The Bonds shall be issued for the purpose of paying a portion of the Costs of the Airport included m the Capital Development Program and certain Costs of the Airport, if any, not included in the Capital Development Program, to provide for capitalized interest, to provide funding for the Debt Service Reserve Requirement through either the deposit of Bond proceeds or entering into a surety or such other agreement and to pay the Cities' and the Board's costs incurred in connection with the issuance of the Bonds, including the costs of the Policy or Policies for Insurance or the surety or debt service reserve agreement. Section 3 2 Initial Date Denominations Number Maturity Initial Registered Owner, Characteristics of the Initial Bond and Expiration Date of Dele>7ation. (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 $75,000,000, numbered T-l, payable in annual installments of principal to the initial registered owner thereof (to be determined by the Authorized Officers, as hereinafter provided), or to the registered assignee or assignees of said Bond or any portion or portions DAL504~ 71002 Dallas 612032_5 DOC -~- thereof (m each case, the. "registered owner"), with the annual installments of principal of the Imrial Bond to be payable on the dates, respectively, and in the principal amounts, respectively, to be stated in the Initial Bond set forth in this Ordinance and the Officers Pnc>ng Certificate, and as provided In this Ordinance, but with the final >nstallment of principal (the maximum term) to be not later than November 1, 2035 (b) As authorized by Chapter 1371, Government Code, as amended, the Autlionzed Officers are hereby authorized, appointed, and designated as the officers or employees of the Cities authorized to act on behalf of the Crta,es in the selling and del>venng of the Inrt>al Bond and carr}nng out the other procedures specified in this Ordinance, including the detenninarion of the pace at which the Initial Bond will be sold, the amount of each Principal Installment thereof ;in the maximum aggregate amount of $75,000,000, the due date of each Principal Installment, wh>ch shall be November 1 in each year m which a Principal Installment a_s due, the rate of interest to be borne by each Princlpal Installment, the redemption features, and all other matters relaring to the issuance, sale, and del>very of the Initial Bond and the Bonds. The Authorized Officers, acting for and on behalf of the C>ties, are authorized to enter into and carry out an Underwriting Agreement m substantially the form attached hereto as Appendix B as approved by the C>ty Attorneys of the Cities with one or more of the parties indicated in Appendix B at such pace, in the aggregate principal amount, w>th such Principal Installments, with such interest rates, w>th such redemption features and other matters, as shall be determined by the Authorized Officers and set forth therein and in the Officers Pricing Certificate;, provided that. (a,) the pace to be paid for the Initial Bond shall not be less than 95% of the init>al aggregate principal amount thereof with a max>mum underwriter's discount of 0 3%, and (>i) no installment of principal of the Initial Bond shall bear interest at a rate greater than 4 0% per annum. It is further provided, however, that, notwithstanding the foregoing provisions, the Imt>al Bond shall not be del>vered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities m one of the four highest rating categories for long teen obligations, as required by Applicable Law In connection with the issuance and delivery of the Bonds, each of the Authorized Officers, acting for and on behalf of the C>ties, >s authorized to set out in and execute one or more Officers Pricing Certificates such mfonnata.on as contemplated by Appendix A hereto Such Officers Pricing Certificate shall include such information as such Authorized Officer(s) deem appropriate or >s requ>red by Appendix A and thrs Ordinance and may >nclude among other things, >f such Authorized Officer(s) determine that the Bonds shall in>t>.ally be issued in the Auction Rate Mode, the initial Auction Period, the in>tial Auction Date, the >mt>.al Auction Period Rate, the Stated Maturity Date and the S>nkang Fund Installments, >f any, all m accordance with Appendix A hereto (c) Each of the Authorized Officers is authorized to establish which maturity or maturities, if any, shall be insured based on recommendations of the Co-Financial Advisors of the Airport, and such Authorized Officer(s) shall specify the name or names of the Insurer or Insurers in the Underwriting Agreement and shall specify therein which maturity or maturities, if any, will be insured. Each of the Authorized Officers as also authorized to establ>sh whether the Debt Service Reserve Requ>rement shall be funded with Bond proceeds or with a Credit Agreement m the form of a debt service reserve fund agreement, surety or such other form of Credit Agreement based on recommendat>ons of the Co-F>anc>al Advisors of the Airport. A general form of or the parameters for the Credit Agreement is set forth >n Appendix C DAL504!71002 Dallas 612032_5 DOC -g- (d) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due dates of installments of principal thereof as provided for in this Ordinance and in the Officers Pricing Certificate, (u) may be assigned and transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, m the FORM OF BOND set. forth in this Ordinance and as determined by the Authorized Officers, as provided herein and in the Officers Pricing Certificate, with such changes and additions as are required to meet the terms of the Underwriring Agreement and the Officers Pricing Certificate, including the name as to which the Initial Bond shall be registered. (e) In the event the Underwriting Agreement shall not be executed on or before 5 00 p.m. on March 1, 2003, the delegation to the Authorized Officers pursuant to this Ordinance shall cease to be effective unless the City Council of each of the Cities shall act to extend such .delegation. (f) Pursuant to the provisions of Chapter 1371, Government Code, as amended, and Section 1.5(a) hereof, the Cities delegate to the Authorized Officers the continuing authority; under the terms of this Ordinance, to establish, alter or consent to changes in interest rates, interest rate Modes, and interest rate periods or to consent to any amendment to this Ordnance as contemplated m Appendix A, and to execute and enter into on behalf of the Cities an Auction Agreement, one or more Broker-Dealer Agreements,. a Remarketing Agreement and a Tender Agency Agreement, and to enter into any other certificate, document or other instniment, or to take any other action, including the making of any finding or detenninahon, that the Authorized Officers determine is necessary or appropriate to carry out the provisions of Appendix A or to take all such action or perform such functions as contemplated by this Ordinance or any Broker- Dealer Agreement, Auction Agreement, Remarketing Agreement or Tender Agency Agreement. Section 3 3 Medium. Method and Place of PaYrrient. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in any coin or currency of the United States of America which, on the respective dates of payment, is legal tender for the payment of public and private debts, as provided in this Section and Appendix A, Article A-II. (b) Interest on the Bonds shall be payable to the Holders whose names appear in the Obligation Register (as defined in section 3 5) at the close of business on the Record Date; provided, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar if and when funds for the payment of such interest have been received from the Cities or the Board. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record Date) shall be sent at least five business days pnor to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. (c) While Bonds are in the Fixed Rate Mode, 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 DAL504.71002 Dallas 612032 S.DOC -9- Holder entitled to such payment, United States mail, first class postage prepaid, to the address of the Holder as it appears in the Obligation Register or by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest is to be paid, provided, however, that such person shall bear all risk and expenses of such other customary banking arrangements. Upon written request of a registered owner of at least $1,000,000 m principal amount of Bonds, all payments of the principal of, redemption premium, if any, and interest on the Bonds shall be paid by wire transfer in immediately available funds to an account designated by such registered owner ' (d) The principal of each Bond shall be paid to the Holder on the due date thereof (whether at the maturity date or the date of prior redemption thereof) upon presentation and surrender of such Bond at the Designated Payment/Transfer Office. (e) If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the Cities or in the city in which the Designated Payment/Transfer Office is located, are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. (f) Subject ~to any applicable escheat, unclaimed property, or similar and Applicable Law, unclaimed payments remaining unclaimed by the Holders entitled thereto for three years after the applicable payment or redemption date shall be paid to the Board and thereafter neither the Cities, the Paying Agent/Registrar, nor any other person shall be liable or responsible to any Holders of such Bonds for any further payment of such unclaimed moneys or on account of any such Bonds. (g) The unpaid principal balance of the Initial Bond shall bear interest 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 Authorized Officers in accordance with this Ordinance and the Officers Pricing Certificate, and with interest rates as fixed by the Authorized Officers in accordance with this Ordinance and the Officers Pricing Certificate, and as set forth in the Underwriting Agreement. Section 3 4 Ownership (a) The Cities, the Board, the Paying Agent/Registrar and any other person may treat each Holder as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and premium, if any, thereon, and for the further purpose of making and receiving payment of the interest thereon (subject to the provisions herein that interest is to be paid to each Holder on the Record Date), and for all other purposes, whether or not such Bond is overdue, and neither the Cities, the Board, nor the Paying AgentlRegistrar shall be bound by any notice or knowledge to the contrary (b) All payments made to the person deemed to be the Holder in accordance with this Section shall be valid and effectual and shall discharge the liability of the Cities, the Board, and the Pa}nng Agent/Registrar upon such Bond to the extent of the sums paid. DAL504.~71002 Dallas 612032 S.DOC -10- Section 3.5 Registration, .Transfer and Exchange: (a) So long as any Bonds remain outstanding, the Board shall cause the Paying Agent/Registrar to keep a register (the "Obligation Register") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with this Ordinance (b) Ownership of any Bond may be transferred in the Obligation Register only upon the presentation and surrender thereof at the Paying Agent's Designated Payment/Transfer Office for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of the Bonds, or any portion thereof in any Authorized Denomination, to the assignee or assignees thereof, and the right of such assignee or assignees thereof to have the Bond or any portion thereof registered m the naive of such assignee or assignees. No transfer of any Bond shall be effective until entered m the Obligation Register Upon assignment and transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar in conversion and exchange for such transferred and assigned Bond. To the extent possible the Paying Agent/Registrar will issue such new Bond or Bonds in not more than three business days after receipt of the Bond to be transferred in proper form and with proper instructions directing such transfer (c) Any Bond may be converted and exchanged only upon the presentation and surrender thereof at the Designated Payment/Transfer Office of the Paying Agent/Registrar together with a wntten request therefor duly executed by the registered owner or assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. If a portion of any Bond is redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any Authorized Denomination at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. To the extent possible, a new Bond or Bonds shall be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds in not more than three business days after receipt of the Bond to be exchanged in proper form and with proper instructions directing such exchange. (d) Each Bond issued in exchange for any Bond or portion thereof assigned, transferred or converted shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is being exchanged. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. The Paying Agent/Registrar shall convert and exchange the Bonds as provided herein, and each substitute Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such substitute Bond is delivered. (e) The Board will pay, as Administrative Expenses, the Paying Agent/Registrar's reasonable and customary charge for the initial registration or any subsequent transfer, exchange DAL504/71002 Dallas 612032_5 DOC -11- or conversion of Bonds, but the Paying Agent/Reg*istrar will require the Holder to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed m connection with the registrarion, transfer, exchange or conversion of a Bond. In addition,. the Cities hereby covenant with the Holders of the Bonds that the Board will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due, and (u} pay the fees and charges of the Paying Agent/Rega,strar for services with respect to the transfer, registration, conversion and exchange of Bonds as provided herein. (f} Neither the Cities, the Board, nor the Paying Agent/Reg>strar shall be required to issue, transfer, or exchange any Bond called for redemption, in whole or m part, where such redemption a,s scheduled to occur within 45 calendar days after the transfer or exchange date, provided, .however, such limitation shall not be applicable to an exchange by the Holder of the uncalled principal balance of a Bond. Section 3 6 Cancellation and Authentication. All Bonds paid or redeemed before their Stated Maturity Dates in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds are authenticated and del>vered in accordance with this Ordinance, shall be canceled upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Reg>strar shall dispose of the canceled Bonds in accordance with Applicable Law Section 3 7 Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the Cities may execute and, upon the Cities' or the Board's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are panted, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other vacations as the officers of the Cities executing such temporary Bonds may deterrriine, as evidenced by their sagmng of such temporary Bonds. (b) Until exchanged for Bonds an definitive form, such Bonds in temporary form shall be entitled to the benefit and security of th>s Ordinance. (c) The Cities or the Board, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Reg>strar the Bonds in definitive form, thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall cancel the Bonds in temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds >n temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner Section 3 8 Replacement Bonds (a) Upon the presentation and surrender to the Paying Agent/Reg'strar, at the Designated Payment/Transfer Office, of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a replacement Bond DAL504/71002 Dallas 612032 5 DOC -12- of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Cities, the Board, or the Paying Agent/Registrar :may require the Holder of such Bond to pay a suim sufficient to cover any tax or other governmental charge that is authorized to be imposed m connection therewith and any other expenses connected therewith. (b) In the event any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/Registrar, pursuant to Subchapter D of Chapter 1201, Government Code, as amended, and in the absence of notice or knowledge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the Holder first: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Bond, (u) furnishes such security or indemnity as may be required by the Paying Agent/Registrar and the Cities to save them harmless, (iii) pays all expenses and charges in connection therewith, including, but not .limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed, and (iv) satisfies any other reasonable requirements imposed by the Cities and the Paying Agent/Registrar (c) if, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Cities, the Board, and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Cities, the Board, or the Paying Agent/Registrar mconnection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, >:n.its discretion, instead of issuing a replacement Bond, may pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3 9 Book-Entry Only stem. (a) The definitive Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co , as nominee of DTC, and except as provided in Section 3 10, all of the outstanding Bonds shall be registered in the name of Cede & Co , as nominee of DTC DAL504/71002 Dallas 612032_5 DOC -13- (b} With respect to Bonds registered in the name of Cede & Co., as nominee. of DTC, the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility br obligation to any DTC Participant or to any person on behalf of whom such a. DTC Part>cipant holds an interest m the Bonds, except as provided m this Ordinance. Without limiting the immediately preceding sentence, the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (>) the accuracy of the retards of DTC, Cede & Co or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Holder; as shown on the Obligation Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Holder, as shown in the Reg>ster of any amount with respect to principal of, premium, if any, or interest on the Bonds Notwithstanding any other provision of this Ordinance to the contrary, the Cities, the Board, and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Borid is registered in the Obligation Register as the absolute owner of such Bond for the purpose of payment of principal of, premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to such Bond; for the purpose of registering :transfer with respect to such Bond, and for all other purposes whatsoever The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon the order of the respective Holders, as shown in the Obligation Register, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Cities' obligations with respect to payment of, premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Holder, as shown in the register, shall receive a certificate evidencing the obligation of the Cities to make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co ,and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word "Cede & Co " in this Ordinance shall refer to such new nominee of DTC (c) The "Representation 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 10 Successor Securities Depository In the event that the Cities, the Board, or _ the Paying Agent/Registrar detennme that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, or in the event DTC discontinues the services described herein, the Cities, the Board, or the Paying Agent/ Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts, as identified by DTC In such event, the Bonds shall no longer be restricted to being registered in the Obligation Register in the name of Cede & Co , as nominee of DTC, but maybe registered in the name of the successor securities depository, or its nominee, or in whatever name DAL504,'71002 Dallas 612032_S.DOC -14- or names Ilolders transferring or exchanging Bonds shall designate, in accordance with the provisions of th>s Ordinance. Section 3 11 Payments to Cede & Co Notwithstanding any other ,provision of this Ordinance to the contrary, so long as any Bonds are registered in the name of Cede & Co , as nom>nee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively, in the manner provided in the Representation Letter ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4 1 Limitation on Redemption. The Bonds shall be subject to redemption before scheduled matunty only as provided in this Article IV, in Appendix A and in the Officers Pncing Certificate. Section 4.2 Optional Redemption. (a) The Bonds shall be subject to optional redemption pnor to matunty in the manner provided in this Article IV, m Appendix A and m the Officers Pncing Certificate (b) To the extent the Bonds that are in the Fixed Rate Mode are subject to optional redemption, the Board, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent/Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the principal amount of Bonds to be redeemed. Section 4.3 Partial Redemption. (a) If less than all of the Bonds are to be redeemed pursuant to Section 4.2, the Board shall have the right to determine the matunty or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call at random the Bonds, or portions thereof, within such matunty or maturities and in such principal amounts for redemption as determined by the Board in rts sole discrerion. (b) A portion of a single Bond maybe redeemed, but only in a principal amount equal to an Authorized Denomination. If such a Bond is to be partially redeemed, the Paying Agent/Registrar shall treat each portion of the Bond equal to the smallest permitted Authorized Denomination as though it were a single Bond for purposes of selection for redemption. (c) Upon surrender of any Bond for redemption in part, the Paying Agent/Registrar, m accordance with Section 3 5 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds in an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge (d) The Paying Agent/Registrar shall promptly notify the Board in writing of the principal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4 4 Mandatory Redemption of Certain Bonds (a) The Bonds shall be subject to mandatory redemption pnor to matunty in the manner provided in this Article IV, in Appendix A and m the Officers Pncing Certificate DAL504/71002 Dallas 612032_5 DOC -15- (b) SubJect to the provisions of subsection (c) of this Section; when less than all of the Bonds of a specified maturity that have been designated as term Bonds pursuant to Section A-204(d} of Appendix A are required to be redeemed as determined in accordance with this Section, the Board, acting on behalf of the Cities, shall have the right and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof within a maturity, that are to be called for redemption. A portion of a single Bond may be redeemed, but only in a principal amount equal to an Authorized Denomination. The Paying Agent/Registrar shall. treat each portion of the Bond equal to the smallest permitted Authorized Denommatiori as though it were a single Bond for purposes of selection for redemption. Upon surrender of any Bond for redemption m part, the Paying Agent/Registrar shall authenticate and deliver an exchange Bond or Bonds m an aggregate amount equal to the unredeemed portion of the Bond so surrendered. (c) In lieu of the procedure described in subsection (b) of this Section, if less than all of such Bonds described in subsection (b) are required to be redeemed, the Cities and the Board shall have the right to accept tenders of Bonds of the applicable maturity and to purchase Bonds of such maturity m the open markets at any pace that is less than the applicable Redemption Price for the Bonds required to be redeemed. Section 4 5 Notice of Redemption to Holders. (a) The Paying Agent/Registrar shall give notice of any redemption of Bonds that are in the Fixed Rate Mode by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Holder of each Bond (or part thereof) to be redeemed, at the address shown on the Obligation Register (b) The notice shall .state the redemption date, the redemption pace, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outs"tanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Section 4 6 Payment Upon Redemption. (a) Before or on each redemption date, the Board on behalf of the Cities shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrar shall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding in trust such amounts as are received by the Paying Agent/Registrar from the Board and shall use such funds solely for the purpose of paying the principal of, redemption premium, if any, and accrued interest on the Bonds being redeemed, or the tender or negotiated price in the case of Bonds tendered or purchased under Section 4 4(c) (b) Upon presentation and surrender of any Bond called for redemption at the Designated Payment/Transfer Office on or after the date fixed for redemption, the Paying AgenbRegistrar 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) Norice of redemprion having been given as provided in Section 4 5 of this Ordinance, the Bonds or portions thereof called for redemption DAL504.~ 71002 Dallas 612032_5 DOC -16- shall become due and payable on the date fixed for redemption and, unless the Cities fail m their obligation to make. provision for the payment of the principal thereof, redemption preriuum, if any, or accrued interest thereon on the date fixed for redemption, such Bonds or port>;ons thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the. Cities shall fail to make provision for payment of all sums due on a redemption date, then any Bond or portion thereof called for redemption shall continue to bear interest at the rate stated on the Bond until due provision is made for the payment of same by the Cities. ARTICLE V PAYING AGENT/REGISTRAR Section 5 1 Appointment of Initial Paying A e~ nt/Re i~strar Bank One, National Association, is hereby appointed as the initial Paying Agent/Registrar for the Bonds, under acid subject to the terms and provisions of the Master Pa}nng Agent Agreement. Section 5.2 Qualifications. The Paying Agent/Registrar shall be a commercial bank, a trust company organized under applicable laws, or any other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.3 Maintaimnl? Pavm A eng t/Re is~trar (a) At all times while any Bonds are Outstanding, the Cities will maintain a Paying Agent/Registrar that is qualified under Section 5.2 of this Ordinance. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the Board will promptly appoint a replacement. Section 5 4 Termination. The Cities, acting through the Board, upon not less than 60 days notice, reserves the right to terminate the appointment of any Paying Agent/Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination, provided, that such termination shall not be effective until a successor Paying Agent/Registrar has been appointed and has accepted the duties of Paying Agent/Registrar for the Bonds Section 5 5 Notice of Change. Promptly upon each change in the entity serving as Paying Agent/Registrar, the Board will cause notice of the change to be sent to each Holder and Insurer by f rst class United States mail, postage prepaid, at the address in the Obligation Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar Section 5 6 Agreement to Perform Duties and Functions By accepting the appointment as Paying Agent/Registrar, the Paying Agent/Registrar acknowledges receipt of copies of the Controlling Ordinances and this Ordinance, and' is deemed to have agreed to the provisions of thereof, and to perform the duties and functions of Paying Agent/Registrar prescribed therein and herein. DAL504/71002 Dallas 612032_S.DOC -17- Section 5 7 Delivery of Records to Successor. If a Paying Agent/Registrar isreplaced, such Paying Agent/Registrar, promptly upon the appointment of the successor, will deliver the Obligation Register (or a copy thereof) and all other pertinent books and records relating. to the Bonds to the successor Paying Agent/Registrar ARTICLE VI FORM OF THE BONDS Section 6 1 Form Generally (a) The Bonds, including the Registrarion Certificate of the Comptroller of Public Accounts of the State, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on each of the Bonds, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, maybe determined by the Board. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The Bonds, including the Initial Bond submitted to the Attorney General of Texas and any temporary Bonds, shall be typed, panted, lithographed, photocopied or engraved, and maybe produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Bonds, as evidenced by their execution thereof. Section 6 2 Form of Bonds. The form of Bonds, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State, the form of Certificate of the Paying Agerit/Registrar and the form of Assignment appearing on the Bonds, shall be substantially as follows (a) [Form of Bond] REGISTERED REGISTERED No $ United States of America State of Texas Cities of Dallas and Fort Worth, Texas DALLAS/FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE AUCTION RATE BONDS, SERIES 2002B MATURITY DATE ORIGINAL ISSUE DATE DATED DATE CUSIP NO September 1, 2002 DAL504/71002 Dallas 612032_5 DOC -18- The Cities of Dallas and Fort Worth, Texas (the "Cities"), for value received, hereby promise to pay to or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof at the rate or rates of interest and at the times ,provided herein. Interest on the Bonds shall accrue from the date of delivery Capitalized terms appearing herein that are defined terms in the Ordinances defined below, have the mean> rigs assigned to them in the Ordinances Reference is made to the Ordinances for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of th>s Bond at the corporate trust office in Dallas, Texas (the "Designated Payment/Transfer Office"), of Bank One, National Association or, with respect to a successor Paying Agent/Regastrar, at the Designated Payment/Transfer Office of such successor While this Bond as in the Auction Rate Mode, accrued and unpaid anterest on this Bond shall be due on the Interest Payment Dates and payable by ware transfer of immediately available funds to the account specified by the Owner in a written direction received by the Paying Agent/Registrar on or prior to a Record Date or, if no such account number is furnished, by check mailed by the Paying Agent/Registrar to the Owner at the address appearing on the books required to be kept by the Paying Agent/Registrar pursuant to the Thirty-Fifth Supplemental Ordinance (as defined below) Whale this Bond is in the Faxed Rate Mode, accrued and unpaid interest shall be due and payable as provided in the Tharty-Fifth Supplemental Ordinance The payment of the Purchase Price of this Bond on any Mandatory Purchase Date shall be made by ware transfer in immediately available funds by the Tender Agent to the account specified by the Owner in a written darectaon receaved by the Tender Agent or, of no such account number is furnished, by check mailed by the Tender Agent to the Owner at the address spearing on the books requared to be kept by the Payang Agent/Registrar pursuant to the Tharty-Fafth Supplemental Ordinance. Any such darectaon shall remain in effect until revoked or revised by such Owner by an instrument in writing delivered to the Paying Agent/Registrar or the Tender Agent, as the case may be. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the "Record Date," which whale this Bond as in the Auction Rate Mode shall be the opening of business on the Business Day next preceding an Interest Payment Date; provaded, however, that in the event of nonpayment of interest on a scheduled Interest Payment Date, and for 30 days thereafter, a new record date for such anterest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special DAL504,~71002 Dallas 612032_5 DOC -19- Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond appearing on the books of the Payang Agent/Reg>strar at the close of business on the last busmess day preceding the date of mailing such notice. If a date for the payment of the princl,pal of or interest on the Bonds >s a Saturday, Sunday, legal holiday, or a day on which banking insta,tutlons in the Cities or in the city m which the Designated Payment/Transfer Office is located are authorized by law or executive order. to 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 >f made bn the original date payment was due This Bond is one of a series of fully registered bonds spec>fied m the title hereof, dated September 1, 2002,. >,ssued in the aggregate princ>pal amount of $75,000,000 pursuant to the "Controlling Ordinances," as defined >n the Thirty-F>fth Supplemental Concurrent Bond Ordinance adopted concurrently by the City Councils of the Cities (the "Thirty-F>fth Supplemental Ordinance") The Controlling Ord>nances and the Thirty-F>fth Supplemental Ordinance are herein collectively referred to as the "Ordinances." This Bond >s one of the Additional Obl>gat>ons authorized by the Ordinances and >s subject to the terms and provisions thereof. The Ordinances and their respect>ve terms and prov>s>ons are incorporated herein for all purposes. The Bonds were >ssued by the Cl,t>es for the purposes of obtaamng funds to pay a portion of Costs of the A>rport relating to the Airport's Capital Development Program and certain Costs of the Airport not included in the Capital Development Program, >f any, to provide for capitalized interest, to prov>de funding for the Debt Serv>ce Reserve Requarement through either the deposit of Bond proceeds or entering into a surety or such other agreement and to pay the Cl,t>es' and the Board's costs incurred m connection w>th the issuance of the Bonds, including the costs of the Pol>cy or Policies for Insurance or the surety or debt service reserve agreement. The Bonds and the >nterest thereon are payable from, and are secured by a first lien on and pledge of the Pledged Revenues and the Pledged Funds. The Jaen on and pledge of the Pledged Revenues and Pledged Funds created and granted in the Ordinances in favor of the Bonds >s on a panty with the 1>en and pledge thereof granted by the Caries in favor of the Holders of Outstanding Obligations and any Additional Obligations or Parity Credit Agreement Obl>gat>ons that may be issued or executed pursuant to the Controlling Ordinances, as defined and permitted therein. The Cities have reserved the right m the Ordinances to issue Adda,t>onal Obl>gat>ons and Parity Credit Agreement Obligations that, after issuance, may be secured by liens on and pledges of the Pledged Revenues and Pledged Funds on a panty w>th the lien thereon in favor of the Bonds. The Cities Have also reserved the right m the Ordinances to >ssue Subordinate Lien Obligations, and Net Revenue Obl>garions and Credit Agreement Obligations in connect>on therewith, provided the 1>en and pledge securing the same are expressly made humor and subordinate to the pledge and lien securing the Obligations and Panty Credit Agreement Obligations. DAL504/71002 Dallas 612032_5 DOC -20- All covenants requiring the Caries to pay principal and interest or other payments on Obl>gattons, Subordinate Lien Obl'igarions, Net Revenue Obl>gatrons, and Credit Agreement Obligations shall be ~omt, and not several, obhgarions, and all monetary obligations shall be payable and collectible solely from the revenues and funds expressly pledged thereto by the Ordinances or by an Additional Supplemental Ordinance, such revenues and funds being owned m undiv>ded interests by the City of Dallas (to 'the extent of 7/1 lths thereof) and by the Cify of Fort Worth (to the extent of 4/1 lths thereof), and, each and every Holder shall by his acceptance of than Bond consent and agree that no claim, demand, suit, or judgment for the payment of money shall ever be asserted, filed, obtained or enforced against either of the Clries apart from the other City and from sources other than the funds and revenues pledged thereto, and no liability or judgment shall ever be asserted, entered or collected against either City individually, except out of such pledged revenues and exceeding in the case of Dallas an amount equal to 711 lths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/llths of the total amount asserted or demanded. The Holders hereof shall never have the right to demand payment of this obligatlon out of any funds raised or to be raised by taxarion. DETERMINATION OF INTEREST This Bond is initially issued in the Aucrion Rate Mode. The Mode applicable to this Bond may at any rime be changed to a Fixed Rate Mode, all as provided In the Thirty-Fifth Supplemental Ordinance. From the Original Issue Date set forth above to the initial Auction Date specified In accordance with the Thirty-Fifth Supplemental Ordinance for the Bonds, this Bond shall bear interest at a rate per annum specified m accordance with the Thirty-Fifth Supplemental Ordinance. During any other Interest Period or Aucrion Penod, as the case may be, ,,n any Mode, the interest rate applicable t~ thls Bond will be determined at the times and >n the manner provided in the Thirty-Flfth Supplemental Ordinance While this Bond > in a Fixed Rate Mode, interest hereon shall be computed on the basis of a year of 360 days composed of twelve 30-day months While thls Bond is in an Aucrion Rate Mode, lterest hereon shall be computed on the basis of a 360-day year for the actual number of days elapsed to the Interest Payment Date PURCHASE OF BOND This Bond is subject to mandatory purchase at a pace equal to the Purchase Price thereof on the Mandatory Purchase Date. Notice of any proposed Mandatory Purchase Date shall be given to Owners of Bonds by the Paying AgentlReg>strar as provided In the Thirty-Fifth Supplemental Ordinance. The Owner of this Bond does not have the right to retain it after any Mandatory Purchase Date. Funds for the payment of the Purchase Pnce due on a Mandatory Purchase Date shall be derived solely from the sources In the order of priority indicated and under the terms and conditions provided in the Thirty-Flfth Supplemental Ordinance. None of the Board, the Cities, the Tender Agent nor the Remarketing Agent shall have any liability or obligarion to pay or, except from the sources identlfied In the Thlrty-Flfth Supplemental Ordinance, make available such Purchase Pnce Unless otherwlse provided In a certificate of an Authorized Officer DAL504/71002 Dallas 612032_5 DOC -21- delivered to the Paying Agent/Reg>strar and Tender Agent on a Mandatory Purchase Date; the failure to pay any such Purchase Price for Bonds that have been tendered or deemed tendered for purchase from the sources identified in the Thirty-Fifth Supplemental Ordinance shall not constitute an Event of Default under the Thirty-.Fifth Supplemental Ordinance or the Controlling Ordinances and in the case of such failure such Bonds shall not be purchased and shall remain in the Auction Rate Mode. REDEMPTION OF BOND This Bond shall be subject to redemption prior to maturity at the option of the Board, in whole or in part, on the redemption dates and at the Redemption Prices and in the manner and under the terms and conditions provided in the Thirty-Fifth Supplemental. Ordinance. Under certain conditions described in the Thirty-Fifth Supplemental Ordinance, the Board on behalf of the Cities may, m connection with a change in the Mode to a Fixed Rate Mode, waive or otherwise alter its rights to redeem thereafter any Bonds of which this Bond is one in the Fixed Rate Mode. The Bonds are subject to mandatory sinking fund redemption in part (in accordance with procedures of DTC, so long as DTC is the sole registered owner, and otherwise at random in such manner as the Paying Agent/Registrar in its discretion deems proper) on November 1, or if November 1 is not an Interest Payment Date, then on the succeeding Interest Payment Date, of each year and m the respective principal amounts set forth below at 100% of the principal amount thereof; plus accrued interest to the Redemption Date, from Sinking Fund Installments which are required to be made in amounts sufficient to redeem on November 1, or if November 1 is not an Interest Payment Date, then on the succeeding Interest Payment Date, of each year set forth below the principal amount of such respective Bonds specified for each of the years shown below Sinking Fund Installments Year Principal Amount *Stated Maturity Date The Paying Agent/Registrar will select at random the specific Bonds in Authorized Denominations to be redeemed by mandatory redemption as provided in the Thirty-Fifth Supplemental Ordinance and the Officers Pricing Certificate. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 15 days (or, if the Bonds are in the Fixed Rate Mode, 30 days) before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption DAL504/71002 Dallas 612032_S.DOC -22- shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Bonds. or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bands or portions thereof shall cease to accrue. As provided in the Ordinances, and subject to certain limitations therein set forth, this Bond is transferable upon surrender of this Bond for transfer at the Designated Payment/Transfer Office, with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered Bonds of the same stated matunty, of authonzed denominations, beanng the same rate of interest, and for the same aggregate pnncipal amount will be issued to the designated transferee or transferees. Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date, provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled pnncipal balance of a Bond. The Cities, the Board, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Cities, the Board, nor the Paying , Agent/Registrar shall be affected by notice to the contrary IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond and the senes of which rt is a part is duly authonzed by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due time, form and manner, as required by law (Execution Page Follows) DAL504/7 1002 Dallas 612032_5 DOC -23- IN WITNESS WHEREOF, the Crty Council of the City of Dallas, Texas, has caused the facsimile seal of that Crty 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 Crty Secretary; and the City Council of the Crty of Fort Worth, Texas, has caused the facsimile seal of that Crty to be placed hereon and this Bond to be signed by the facsim>le signature of its Mayor, countersigned by the facsimile signature of its Crty Secretary, and approved as to form and legality by its City Attorney COUNTERSIGNED City Manager, Crty of Dallas, Texas Mayor, City of Dallas, Texas Crty Secretary, City of Dallas, Texas COUNTERSIGNED Crty Manager, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney, Crty of Fort Worth, Texas DAL504i71002 Dallas 612032_5 DOC -24- (b) jForm of Certificate of Payfng_A eg ntJRe sga trarl CERTIFICATE 4F PAYING AGENT/REGISTRAR This rs one of the Bonds referred to >n the witha_n mentioned Ordinances. The series of Bonds of which th>s Bond is a part was ongrrially issued as one Initial Bond which was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas as Paying Agent/Registrar Dated. By' Authorized Signatory (c) jForm of Assi mi~lentl ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, ass>gns, and transfers unto (pant or typewrite name, address and Zip Code of transferee) (Soc>al Security or other identifying number )the within Bond and all rights hereunder and hereby irrevocably consritutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substrtut>on m the premises Date• S> gnature Guaranteed By• Authorized Srgnatory (d) Initial Bond Insertrons. NOTICE The srgnature on this Assignment must correspond with the name of the registered owner as rt appears on the face of the w>thrn Bond m every partrcular and must be guaranteed >n a manner satrsfactory to the Payrng Agent/Registrar (r) The Initial Bond shall be >n the form set forth rn paragraph (a) of this Section, except that: DAL504/71002 Dallas 612032_S.DOC -25- (A) fmmed> ately under the name of the Bond; the headl,ng "CUSIP NO _" shall be deleted, and (B) the Inrt>al Bond shall be numbered T-1 (u) The following Reg>_stration Certificate of Comptroller of Publ>c Accounts shall appear on the Imrial Bond m lieu of the Certificate of the Paying Agent/Rega strar• REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO THE STATE OF TEXAS § I HEREBY CERTIFY THAT there >s on file and of record >n my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that this Bond has been registered this day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE th>s [SEAL] Comptroller of Public Accounts of the State of Texas Section 6 3 CUSIP Re~>,strat>on. The Cities may secure ident>ficat>on numbers through the CUSIP Serv>ce Bureau Drv>saon of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It >s expressly provided, however that the presence or absence of CUSIP numbers on the Bonds shall be of no sagnlficance or effect as regards the legality thereof and neither the C>t>es, the Board, nor the attorneys approv>ng said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly punted on the Bonds Section 6 4 Legal Opinion. The approving legal opinions of McCall, Parkhurst & Horton L L.P , Vinson & Elkins L.L.P and Renee Higginbotham-Brooks, Esq , Co-Bond Counsel shall be delivered to the Paying Agent/Registrar and the delivery thereof shall be acknowledged by the Paying Agent/Registrar on behalf of the Holders of the Bonds. ARTICLE VII EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Section 7 I Method of Execut>on, Delivery of Initial Bond. (a) Each of the Bonds shall be signed and executed on behalf of the C>ty of Dallas by the manual or facsimile signature of its Mayor and countersigned by the manual or facslm>le signatures of its City Manager and C>ty Secretary, and the corporate seal of that C>ty shall be impressed, printed, lithographed or DAL504/71002 Dalias 612032_S.DOC -26- otherwise reproduced, or placed on each bond. Each of the Bonds s .hall be signed and executed on behalf of the City of Fort Worth by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary; the same shall be approved as to form and legality by the manual or facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed, punted, lithographed or otherwise reproduced or placed upon each bond. All manual or facsimile signatures placed upon the Bonds shall have the same effect as if manually placed thereon, all to be done in accordance with Applicable Law (b) In the event the Mayor, City Secretary, Crty Manager or Crty Attorney of either of the Cities is absent or otherwise unable to execute any document or take any action authorized herein, the Mayor Pro Tem, the Assistant City Secretary, an Assistant City Manager or an Assistant City Attorney, respectively, shall be authorized to execute such documents and take such actions, and the performance of such duties by the Mayor Pro Tem and the Assistant City Secretary, and an Assistant City Manager and an Assistant City Attorney shall, for the purposes of this Ordinance, have the same force and effect as if such duties were performed by the Mayor, City Secretary, Crty Manager and City Attorney, respectively (c) On the Closing Date, one "Initial Bond," representing the entire principal amount of the Bonds, payable m stated installments to the Purchaser or its designee, executed by manual or facsimile signatures of the Mayors and the City Manager of the City of Dallas and countersigned by the Crty Secretaries of the Cities and approved as to form and legality by the City Attorney of the City of Fort Worth, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State, will be delivered to the Purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser registered definitive Bonds as described in Section 3 7 (d) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially m the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State or by his duly authouzed agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State and that rt is a valid and binding obligation of the Cities, and has been registered by the Comptroller Section 7.2 Approval and Registration. The Board is hereby authouzed to have control and custody of the Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman, and the officers and .employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of the .Bonds or the Initial Bond to the Attorney General of the State of Texas and to assure the investigation, examination and approval thereof by the Attorney General and their registration by the Comptroller of Public DAL504r71002 Dallas 613032_S.DOC -27- Accounts. Upon registration of the Bonds, the Comptroller of Public Accounts (or a deputy designated ;in venting to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds and the seal of the Comptroller shall be Impressed, or placed m facsimile, on such cert>ficate. The Chairman of the Board and the Chief Executive Officer of the Airport shall be further authonzed to make such agreements and arrangements with the purchasers of the Bonds and with the Paying Agent/Regl strar as may be necessary to assure that the Bond will be delivered to such purchasers In accordance with the terms of sale. Section 7.3 TEFRA Approval. Any Authonzed Officer is hereby appointed to be the designated Heanng Officer for a public heanng relating to the Bonds to be held for purposes of satisfy>ng Section 147 of the Code and the Mayors are hereby authonzed 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. All actions previously taken by any such Authonzed Officer in ~ connection with such public heanng are hereby ratified and confirmed. Section 7 4 Approval of Credit Agreements. The Board is authorzed to enter into Credit Agreements relating to the Bonds from time to time while the Bonds are Outstanding In accordance with Applicable Law Section 7 5 Approval of Auction Agreement. (a) The Auction Agreement, in substantially the form attached hereto as Appendix D, is hereby approved and accepted. (b) The respective officials of the Cities and of the Board, whose names appear thereon, are authonzed to execute and deliver the Auction Agreement to the Auction Agent on and as of the Closing Date, with such changes therein as such officers shall deem appropnate and l;n the best interests of the Cities and the Board, as conclusively evidenced by their execution thereof. (c) Unless otherwise provided, each of the Authonzed Officers, acting on behalf of the Board and the Cities, Is authonzed to exercise any nghts reserved by or granted to, or take any action permitted to be taken by, the Cities and the Board under the Auction Agreement or described in this Ordinance relating to the Auction Agreement. Section. 7 6 Approval of Broker-Dealer Agreement. (a) The Broker-Dealer Agreement, In substantially the form attached hereto as Appendix E, Is hereby approved and accepted. (b) The respective officials of the Cities and of the Board, whose names appear thereon, are authonzed to execute and deliver the Broker-Dealer Agreement to the Broker-Dealer on and as of the Closing Date, with such changes therein as such officers shall deem appropnate and In the best interests of the Cities and the Board, as conclusively evidenced by their execution thereof. (c) Unless otherwise provided, each of the Authorzed Officers, acting on behalf of the Board and the Cities, is authonzed to exercise any nghts reserved by or granted to, or take any action permitted to be taken by, the Cities and the Board under the Broker-Dealer Agreement. DAL504/71002 Dallas 612032_S.DOC -28- (d) Each of the Authorized Officers is hereby authorized, >f appropriate, to execute and deliver on behalf of the Cl;ties and the Board muittple broker-dealer agreements hava,ng substantially the terms set. forth in the Broker-Dealer Agreement. Section 7 7 Further Action. The Authorized Officers and each of them are authorized, empowered and directed to execute such other documents >n addit>an to those enumerated herein and to take such other actions as they deem necessary or advisable in order to carry out and perform the purposes of this Ordinance, including, without 1>,mrtation, the execution, when required or appropriate in fulfilling the terms of this Ordinance, of a Remarketing Agreement with a Remarketing Agent to be selected by the Board and a Tender Agency Agreement w>th a Tender Agent to be selected by the Board. ' Section 7 8 Attorney General Modification. In order to obtain the approval of the Bonds by the Attorney General of the State of Texas, any provision of this Ordinance may be modified, altered or amended after the date of its adoption >f required by the Attorney General in connection with the Attorney General's examination as to the legality of the Bonds and approval thereof l;n accordance with the appl>cable law Such changes, of any, shall be provided to the City Secretary of each Crty and such City Secretary shall insert such changes into this Ordinance as l,f approved on the date hereof. ARTICLE VIII GENERAL PROVISIONS Section 8 1 Deposit and Uses of Bond Proceeds The proceeds rece>ved from the sale of the Bonds shall be as applied as follows (a,) an amount shall be deposited to the Debt Service Reserve Fund or shall be used to purchase a C.red>t Agreement, which together with the amount on deposit there>n, >s equal to the Debt Service Reserve Requirement; (u) an amount shall be deposited to the Caprtal>,zed Interest Account of the Construction Fund to pay capatali,zed interest on the Bonds, (a,ii) an amount shall be deposited to the Construction Fund for payment of Costs of the Airport; and (iv) an amount equal to the Cities' and the Board's costs of issuance of the Bonds will be deposited into the Construction Fund. Section 8.2 Payment of the Bonds. While any of the Bonds are outstanding and unpaid, the Board shall make available to the Paying Agent/Registrar, out of the Debt Service Fund or the Debt Service Reserve Fund, the amounts and at the times required by this Ordinance and the Controlling Ordinances, money sufficient to pay when due all amounts required to be paid by this Ordinance, the Controlling Ordinances, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if any, that authorize the issuance of Initial Obligations or Additional Obligations. Section 8 3 Representations and Covenants. (a) The Cities and the Board will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the Controlling Ordinances and this Ordinance, the Cities will promptly pay or cause to be paid from Pledged Revenues the principal of, interest on, and premium, if any, with respect to, each Bond on the dates and at the places and manner prescribed in each Bond, and the Cities will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by the Controlling Ordinances and this Ordinance. DAL504i71002 Dallas 612032_S.DOC -29- (b) The Cities are duly authorized by Applicable Law to issue the Bonds., all action on their part for the. issuance of the Bonds has been duly and effectively taken, and the Bonds iri the hands of the Holders are and will be valid and enforceable special obligations of the Cities and the Board m 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 Regardm.,g Tax-Exemption. The Cities and the Board covenant to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Cities and the Board covenant as follows (a) to take such action or refrain from such action which would result in the Bonds not being "exempt facility bonds" as the term is defined m section 142 of the Code, in particular, which would result in less than 95 percent of the net proceeds being used to provide an "airport" within the meaning of section 142(a)(1) of the Code; (b) to take such action to assure at all times while the Bonds remain outstanding, the facilities, directly or indirectly, financed with the proceeds thereof will be owned by a governmental unit; (c) that no part of the facilities, directly or indirectly, financed with the proceeds of the Bonds will constitute (i) any lodging facility, (11) any retail facility (including food or beverage facilities) in excess of a size necessary to serve passengers and employees at the .exempt facility, (iii) any retail facility (other than parking) for passengers or the general public located outside the exempt facility terminal, (iv) any office building for individuals who are not employees of a governmental unit or of the operating authority for the exempt facility, or (v) any industrial park or manufacturing facility; (d) that the maturity of the Bonds does not exceed 120 percent of the economic life of the facilities, directly or indirectly, financed with the proceeds of the Bonds, as more specifically set forth in section 147(b) of the Code; (e) that fewer than 25 percent of the proceeds of the Bonds will be used for the acquisition of land or an interest therein, unless such land is acquired for noise abatement or wetland preservation or the future use of the Airport, and there is no other significant use of such land, (f) that any property acquired, directly or indirectly, with the proceeds of the Bonds was not placed=in-service prior to such acquisition unless the provisions of section 147(d) of the Code, relating to rehabilitation, are satisfied, (g) that the costs of issuance to be financed with the proceeds of the Bonds do not exceed two (2) percent of the proceeds of the Bonds, DAL504.~71002 Dallas 612032_5 DOC -30- (h) to refrain from taking any action that would result m the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (i) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired wrth -- (i) proceeds of the Bonds invested for a reasonable temporary period, within the meaning of Section 148 of the Code, of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, (ii) proceeds or amounts invested m a bona fide debt service fund, within the meaning of section 1 148-1(b) of the Treasury Regulations, and (iii) amounts deposited m any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the stated principal amount (or, m the case of a discount, the issue pace) of the Bonds, ~) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, to satisfy the requirements of section 148 of the Code (relating to arbitrage), (k) to create and maintain a Rebate Fund, as required below, to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid to full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and (1) to maintain such records as will enable the Cities to fulfill their responsibilities under this section and section 148 of the Code and to retain such records for at least six years following the final payment of principal and interest on the Bonds In order to facilitate the requirements of subsection (k) of this Section, the Rebate Fund shall be established and maintained by the Board, on behalf of itself and the Cities, for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other Person, including Holders and Credit Providers. Amounts on deposit in the Rebate Fund in accordance with section 148 of the Code shall be paid periodically to the United States of America in such amounts and at such times as are required by said section. The Cities understand that the term "proceeds" includes "disposition proceeds," as defined in the Treasury Regulations, and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Cities that the covenants contained in this Ordinance are intended to assure compliance with the Code and any regulations or rulings promulgated by the U S Department of the Treasury pursuant thereto In the event that regulations or rulings are DAL504i 71002 Dallas 612032_S.DOC -31- hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Bonds; the Ciries will not be required to comply with any covenant contained herein to the extent that such failure to comply, m the opinion of nationally-recognized. bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under secrion 103 of the Code. In the event that regularions or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Cities agree to comply with the additional requirements to the extent necessary, in the opinion of narionally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. Section 8 5 Disposition of Project. The Cities covenant that the property constituting the projects financed or refinanced with the proceeds of the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Cities of cash or other compensation, unless the Cities obtain an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property composing personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Cities shall not be obligated to comply with this covenant if they obtain an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bonds. Section 8 6 Allocation of and Limitation 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 Ordinance (the "Project") on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the Issuer shall not expend sale proceeds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Cities obtain an opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the Cities shall not be obligated to comply with this covenant if it obtains an opinion that such failure to .comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Bonds Section 8 7 Bond Insurance and Credit Agreements. The Bonds have been offered with one or more commitments for bond insurance provided by the Insurer or Insurers and the Debt Service Reserve Requirement may be satisfied with the purchase of a Credit Agreement, with the bond insurance and/or Credit Agreement to be evidenced by one or more of the then current legal forms of the Policy or Policies. The Cities have sold one or more maturities of the Bonds based on such insurance but are not required to obtain bond insurance from another source if the Insurer does not honor or is unable to honor its obligations to deliver the Policy or Policies on the Closing Date. In the event such insurance is not issued as to one or more maturities on the Closing Date or the Cities do not enter into a Credit Agreement to fund the Debt Service Reserve Requirement as a result of issuing the Bonds, respectively, this Section shall be of no force and effect. In accordance with the terms and conditions imposed by the Insurer or Insurers or Credit Provider or Credit Providers, and subject to the preceding sentence, the Cities covenant and agree that: DA[,504/71002 Dallas 612032_5 DOC -32- (a) Upon the occurrence of an Event of Default which would require any Insurer or Credit Provider to make payments under a Policy or Credit Agreement,. each obligated Insurer or Credit Provider and. its designated agent shall be provided with access to the registration books relating to the Bonds. In addit>on, each obligated Insurer or Credit Provider shall be deemed the sole Holder of the Bonds that it has insured with respect to any action taken pursuant to Article VII of the Thirtieth Ordinance. In determining whether a payment default relating to the Bonds has occurred pursuant to Section 7 1(i) and (u) of the Thirtieth Ordinance, no effect shall be given to payments made under any Policy or Credit- Agreement. Furthermore, notice of any payment default with respect to the Bonds shall be given immediately by the Board to each Insurer or Credit Provider (b) Notwithstanding any other provision of this Ordinance, no resignation or removal of the Paying Agent/Registrar shall become effective until a successor has been appointed and has accepted the duties of the Paying Agent/Registrar Each Insurer and Credit Provider shall be furnished with written 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, prepared in connection with the issuance of any Obligations. (iii) Notice of any draw upon the Debt Service Reserve Fund (iv) Simultaneously with the delivery of the annual audited financial statements such other statistical data concerning passenger statistics, landing weights and aircraft operations as are compiled and made generally available by the Airport. ARTICLE IX REPEAL, SEVERABILITY, AND EFFECTIVE DATE Section 9 1 Ordinance Irrepealable. After any of the Bonds shall be issued, this Ordinance shall constitute a contract between the Cities, the Holders, and each Insurer, and this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid, canceled, refunded or discharged or provision for the payment thereof shall be made Section 9.2 Severability If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this DAL504/7 1002 Datlas 612032 S.DOC -33- Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3 Effective Date. This Ordinance, when duly passed by both Cities, shall be in full force and effect. (Verification Pages Follow) DAL504i7t002 Dallas 612032_S.DOC -34- APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS ,.2002 APPROVED AS TO FORM: Crty Attorney, City of Dallas, Texas Signature Page to Tharty-Fifth Supplemental Concurrent Bond Ordinance PASSED BY THE FORT WORTH CITY COUNCIL THIS , 2002 Mayor, City of Fort Worth, Texas (SEAL) ATTEST. City Secretary, Crty of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY• Crty Attorney; City of Fort Worth, Texas -s:,. Signature Page to Thirty-Fifth Supplemental Concurrent Bond Ordinance THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Shirley Acy, City Secretary of the City of Dallas, Texas, do hereby certtfy• 1 That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, August 14, 2002, confirming the passage of Dallas/Fort Worth International Airport Thirty-Fifth Supplemental Concurrent Bond Ordinance authonzing the issuance of Dallas/Fort Worth International Airport Joint Revenue Auction Rate Bonds, Senes 2002B which ordinance is duly of record in the minutes of said City Council. 2 That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this day of 2002 City Secretary, City of Dallas, Texas (SEAL) Signature Page to Thirty-Fifth Supplemental Concurrent Bond Ordinance THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Glona Pearson, City Secretary of the City of Fort Worth, Texas, do hereby certify 1 That the above and foregoing is a true and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on August 13, 2002, as same appears of record m the Office of the City Secretary 2 That said meeting was open to the public, and public nonce of the time, place and purpose of sand meeting was given, all as required by Chapter 551, Texas Government Code, as amended. ~~t~ WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this day of ~v k , 2002. ~~~ ~.~ r"'" I ~~ N+~ ~ ~,,~ y ..,,n ~+a ~f ~A4~~ ~~ ~ ~, ~ ~ a ~ ~' v -4 h,,~ a '~" ~~ .i' ~^~ ~~ City Secretary City of Fort orth, Texas Signature Page to Thirty-Fifth Supplemental Concurrent Bond Ordinance APPENDIX.A PROVISIONS FOR MULTI-MODAL OBLIGATIONS DAL504/71002 Dallas 612032_5 DOC A-1 ~~~~~y},~.'~, rPASSED BY THE FORT WORTH CITY COUNCIL THIS 2002 ~,+,, r~ ~.~,r. ~~ ~-~~ ~.~f- ,~ ~~ ~~: ~~ . ~ .~ .~ (SEAL ~' _ ~ ~ _ i. ~ ~1r1^ 'r. 'rr ^ATTEST=~'~, City Secr tary, City of Fort Worth, Texas Mayor, City of Fort. Worth, Texas AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Signature Page to Thirty-Fifth Supplemental Concurrent Bond Ordinance