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Home My WebLink AboutOrdinance 14100v`" cf".,ui' ~~ 1~ ,tit) DALLAS -FORT WORTH INTERNATIONAL AIRPORT THIRTY-FIRST SUPPLEMENTAL CONCURRENT BOND ORDINANCE Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth authorizing $335,000,000 aggregate principal amount of DALLAS -FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE BONDS SERIES 2000A Passed by the Crty Council of the City of Dallas Passed by the City Council of the City of Fort Worth Effective 6. Ik:ODMA\MI~IODMA\Dallas;318885;5 0?103/0:(4:36am) ;~, TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Preambles 1 Section 1 1 Short Title 2 Section 1.2. Definitions 2 Section 1.3 Table of Contents, Titles and Headings 4 Section 1 4 Interpretation 4 Section 1.5 Declarations and Additional Rights and Lunitations Under Controlling Ordinances 4 ARTICLE II PURPOSES PLEDGE AND SECURITY FOR BONDS Section 2.1 Purposes of Ordinance Section 2.2. Pledge, Security for, Sources of Payment of Bonds ARTICLE III AUTHORIZATION GENERAL TERMS AND PROVISIONS REGARDING THE BONDS Section 3 1 Authorization Section 3.2. Initial Date, Denonunations, Number, Maturity, Initial Registered Owner, Characteristics of the Initial Bond and Expiration Date of Delegation Section 3.3 Medium, Method and Place of Payment Section 3 4 Ownership Section 3.5 Registration, Transfer and Exchange Section 3.6. Cancellation and Authentication Section 3 7 Temporary Bonds Section 3 8. Replacement Bonds Section 3.9 Book-Entry Only System Section 3 10 Successor Securities Depository Secrion 3 11 Payments to Cede & Co. ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4 1 Lunitation on Redemption Section 4.2. Optional Redemption Section 4.3 Partial Redemption 6.1\::ODMA\MI~IODMA\Dallas;318885;5 OY03J0:(4:36am) ll~ 6 6 6 6 8 8 9 10 10 11 12 12 12 12 12 Paee Section 4 4 Mandatory Redemption of Certain Bonds 13 Section 4.5 Notice of Redemption to Holders 13 Section 4.6. Payment Upon Redemption 13 Section 4 7 Effect of Redemption 14 ARTICLE V PAYING AGENT/REGISTRAR Section 5 1 Appomtment of Initial Paying AgentlReglstrar 14 Section 5.2. Qualifications 14 Section 5.3 Mamtaming Paying Agent/Registrar 14 Section 5 4 Termination Section 5.5 Notice of Change 14 Section 5.6. Agreement to Perform Duties and Functions 15 Section 5 7 Delivery of Records to Successor 15 ARTICLE VI FORM OF THE BONDS Section 6 1 Form Generally 15 Section 6.2. Form of Bonds 15 Secrion 6.3 CUSIl' Registration 23 Section 6 4 Legal Opmion 23 ARTICLE VII EXECUTION. APPROVAL._REGISTRATION. SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Section 7 1 Method of Execution, Delivery of Initial Bond 23 Secrion 7.2. Approval and Registration 24 Section 7.3 TEFRA Approval 24 Section 7 4 Approval of Credit Agreements 24 ARTICLE VIII GENERAL PROVISIONS Section 8.1 Deposit and Uses of Bond Proceeds 24 Section 8.2. Payment of the Bonds 24 Section 8.3 Representations and Covenants 25 Section 8 4 Covenants Regardmg Tax-Exemption 25 Section 8.5 Bond Insurance 27 6. I\::ODMA\A~iODMA\Da0as;318885;5 02/03/0:(4:36am) ~11~ Paee ARTICLE IX REPEAL. SEVERABILITY. AND EFFECTIVE DATE Section 9 1 Ordinance Irrepealable Section 9.2 Severabihty Section 9.3 Effective Date Signatures 28 28 28 29 6.1\::ODMA\MI-IODMA\Da11as;318885;5 07/03f0:(4:36am) ~111~ CITY OF DALLAS ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO.~~ THIRTY-FIRST SUPPLEMENTAL CONCURRENT BOND ORDINANCE AUTHORIZING DALLAS -FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE BONDS, SERIES 2000A, FORLAWFUL PURPOSES; PROVIDING THE SECURITY THEREFOR, PROVIDING FOR THE SALE, EXECUTION AND DELIVERY THEREOF; AND PROVIDING OTHER TERMS, PROVISIONS AND COVENANTS WITH RESPECT THERETO. WHEREAS, concurrently with or prior to the adoption of this ordinance (herein defined and cited as the "Thirty-First Supplemental Concurrent Bond Ordinance" or as the or this "Ordinance"), the City Councils of the Cities of Dallas and Fort Worth (the "Cities") are passing concurrently with the passage of this Ordinance the Thirtieth Supplemental Concurrent Bond Ordinance (defined and cited herein as the "Thirtieth Ordinance") relating to the Dallas -Fort Worth International Airport (the "Airport"); and WHEREAS, the Thirtieth Ordinance amends and supplements the prior ordinance of the Cities that is defined therein as the "1468 Ordinance", and WHEREAS, the 1968 Ordinance, as amended and supplemented by the Thirtieth 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 (i) prescribe the terms and conditions upon the basis of which the Imhal Obligations, Additional Obligations, Credit Agreements and Panty Credit Agreement Obligations may be issued and executed, and (ii) provide and establish the pledge, secunty, and liens securing the Cities' special obligations to pay when due the Outstanding Obligations, the Initial Obligations, any Panty Credit Agreement Obligations, and any Additional Obligations, and WHEREAS, this Ordinance is adopted for the primary purpose of funding a portion of the Capital Development Plan and prescribing the specific terms and provisions of the Initial Obligations permitted by Section 3 1(a)(i) of the Thirtieth Ordinance; and WHEREAS, each Crty Council finds and determines that the meeting at which this Ordinance is adopted is open to the public, and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as requued by Applicable Law; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH. 6.1 \::ODMA\MIiODMA\Da0a5;318885;5 02/03/0:(4:36am) ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1 1 Short Title. This Ordinance may hereafter be cited in other documents and without further descnption as the "Thuty-First Supplemental Concurrent Bond Ordinance." Section 1.2. Definitions. The capitalized terms used herein, including in the preambles hereto, that are not otherwise defined herem shall have the same meanings and definitions as are applied to such terms, respectively, in, or incorporated into, the Controlling Ordinances. Additionally, unless otherwise expressly provided or unless the context clearly requires otherwise, the following additional terms shall have the respective meanings specified below Bond -means any of the Bonds. Bond Date -means March 1, 2000, the date of the Bonds. Bonds -means the bonds entitled "Dallas-Fort Worth International Airport Joint Revenue Bonds, Series 2000A," as further described in Section 3 1 Capital Development Program-means the 5-year Auport infrastructure expansion and unprovement program and plan approved by the Board on November 8, 1999, by the City of Fort Worth on December 15,1999, and by the City of Dallas on December 16,1999 Closing Date -means the date on which the Bonds are actually delivered to and paid for by the Purchaser Designated Pa~ment/Transfer Office- means (i) with respect to the initial Paying Agent/Registrar named herein, its office in , or such other location as may be designated by the Paying Agent/Registrar, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as may be agreed upon by the Cities and such successor DTC -means The Depository Trust Company of New York, New York, or any successor securities depository DTC Participant -means brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among such parties. Initial Bond -means the Bond described in Section 3 4(d) 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, having the nghts and responsibilities set forth m Article 1X, and any successor thereto. 6.1\::ODMA\MI-IODMA\Da11as;318885;5 2 07103/0:(4:36arn) Interest PaymentDate - means the date or dates upon which interest on the Bonds is scheduled to be paid until the applicable Stated Maturity Date or Mandatory Redemption Date, such dates being May 1 and November 1 of each year commencing November 1, 2000 Mandatory Redemption Dates- means the dates on which the Cities are obligated to redeem Bonds in advance of their respective Stated Maturity Dates in accordance with Section 4 4 Master Paving Agent Agreement- means the paying agent agreement previously executed by the Board and the Paying Agent/Registrar, dated ,and specifying the duties and responsibilities of the Paying AgentlRegistrar with respect to bonds or other obligations issued by the Cities in relation to the Airport. Ordinance -means this Ordinance. Original Issue Date -means the Closing Date. PaYin~ A~ent/Registrar -means Bank One, Texas, N.A., or any successor thereto as provided in this Ordinance. Policv 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 m Section 8.4(k) and is the type of fund referred to in the definition of that term in the Thirtieth Supplemental Concurrent Bond Ordinance. Record Date - means the last Business Day of the month next preceding an Interest Payment Date. Representation Letter -means the "Blanket Letter of Representations" between the Cities and DTC, as approved and ratified m Section 3 10(c). Stated Maturit~Dates -means the respective dates on which the Bonds are stated to mature m accordance with Section 3.2(b). Thirtieth Ordinance -means the Thirtieth Supplemental Concurrent Bond Ordinance passed by the City Councils of the Cities concurrently with the adoption of this Ordinance. Underwriting Agreement - means the Underwriting Agreement hereafter entered into as contemplated and authorized in Section 3.2(b}. 6,1\::ODMA\MI-IODMA\Da-as;318885;5 07103/0:(4:36am) Uninsured Bonds -means the outstanding Dallas-Fort Worth Regional Auport Joint Revenue Bonds, Series1992B, authorized by the 1992B Ordinance. Section 1.3 Table of Contents. Titles and Headmen. 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 Interoretation. (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 andAdditional Ri~,hts and Liriiitations Under Controlling Ordinances. (a) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, the Cities declare and provide as follows. (i) The Bonds are the Initial Obligations that are authorized by Section 3 1(a)(i) of the Thirtieth Ordinance. (ii) The Bonds are not Interim Obligations. (iii) Each Policy is a Credit Agreement, and each Insurer is a Credit Provider However, a Policy does not create a Parity Credit Agreement Obligation. (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 Sernce Reserve Fund out of the proceeds of the Bonds. (vi) The Stated Maturity Dates and the Mandatory Redemption Dates established in accordance with Article III are Principal Payment Dates for the purposes of the Thirtieth Ordinance. 6.1\::ODMA\n9~IODMA\Da11as;318885;5 4 0?l03/0:(4:36am) (vii) Each Insurer, as a Credit Provider, is authorized to give and withdraw notices of default under the provisions of Section ? 1(vii) of the Thirtieth Ordinance. (viii) 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 authorized by Records of Decisions of the Federal Aviation Adrmnistration issued pursuant to Applicable Law and dated ,and ,respectively, and up to the amount of $3,500,000,000 expected to be authorized by one or more additional Records of Decision, when and if issued pursuant to one or more applications to be filed by the Board with the Federal Aviation Administration and relating to one or more portions of the Capital Development Program, shall be included as Gross Revenues. (ix) This Ordinance is an Additional Supplemental Ordinance. (b) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, the following additional rights and lunitations are granted and imposed. (i) No amendment to any Outstanding Ordinance or this Ordinance shall be proposed, approved, or adopted pursuant to any of Sections 8.2, 8.3, 8.4, or 8.5 of the Thirtieth Ordinance, whether with or without the consent of the Holders, unless and until the same is approved by the Insurer. (ii) The Cities shall have the right to amend the Outstanding Ordinances, the Controlling Ordinances, and this Ordinance without the consent of or notice to the Holders, for any purpose not prohibited by Section 8.3 of the Thirtieth Ordinance, if such amendment is approved by the Insurer and such other Credit Providers, if any, as may be required by an Additional Supplemental Ordinance. (iii) Whenever in this Ordinance, or in the Controlling Ordinances, the right is granted to redeem Bonds in advance of a Stated Maturity Date, any such redemption may be accomplished with any lawfully available money The Bonds may be redeemed according to their respective terms, and pro rata redemptions are not required. All money delivered to the Paying AgentlRegistrar for the purpose of paying the principal of and interest on Bonds shall be held uninvested by the Paying Agent/Registrar, except for funds held and invested for the purpose of defeasing Bonds pursuant the Thirtieth Ordinance. (iv) In the event of the occurrence of an Event of Default, the right of acceleration of the Stated Maturity Date or the Mandatory Redemption Date of any Bond or of any Parity Credit Agreement Obligation is not granted as a remedy, and the right of acceleration is expressly denied. (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, 2000, and (B) the annual financial information shall be the operating data contained in tables one through seven of the Official Statement of the Board relating to the Bonds. The Board shall provide such information on behalf of the Cities. 6.1\::ODMA\MI-IODMA\Dallas;318885;5 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 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 Tlrtieth Ordinance are hereby expressly restated, fixed, brought forward and granted to the Holders, and to each Insurer, as a Credit Provider (b) The Bonds, as "Initial Obligations" under the Controlling Ordinances, are secured by a lien on and pledge of the Pledged Revenues and the Pledged Funds on a parity with the Prior Obligations, other Initial Obligations, and any Additional Obligations that are Outstanding, and with Panty Credit Agreement Obligarions, 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. Initial Obligations, to be designated "Dallas -Fort Worth International Airport Joint Revenue Bonds, Series 2000A," are hereby authorized to be issued and delivered in accordance with Applicable Law The Bonds shall be issued for the purpose of paying a portion of the Costs of the Airport included in the Capital Development Program, to provide for capitalized interest, to deposit money into the Debt Service Reserve Fund in order to meet the Debt Service Reserve Requirement, 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, the costs of issuance of a policy of municipal bond insurance with respect to the Uninsured Bonds, and the adoption and approval of the Thirtieth Ordinance and this Ordinance. Section 3.2. Initial Date. Denominations. Number. Maturity. Initial Registered Owner. Characteristics of the Initial Bond and Expiration Date of Dele atg~ ion. (a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated March 1, 2000, in the denomination and aggregate principal amount of $335,000,000, numbered T-1, payable in annual installments of principal to the initial registered owner thereof (to be deterinined by the City Managers, as hereinafter provided), or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the "registered owner"), with the annual installments of principal of the Initial 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 as provided in this Ordinance, but with the final installment of principal (the maximum term} to be not later than November 1, 2035 (b) As authorized by Chapter 1371, Government Code, as amended, the city managers of the Cities (the "City Managers") are hereby authorized, appointed, and designated as the officers or employees of the Cities authorized to act on behalf of the City in the selling and delivering of the Initial Bond and carrying out the other procedures specified in this Ordinance, including the determination of the price at which the Initial Bond will be sold, the amount of each Principal Installment thereof m the aggregate amount 6.1\::ODMA\MI-IODMA\Dallas;31888i;5 6 0?103/0:(4:36am) of $335,000,000, the due date of each Principal Installment, which shall be November 1 in each year in which a Principal Installment is due, the rate of interest to be borne by each Principal Installment, the redemption features, including any requirements ofMandatory Redemption, and all other matters relatingto the issuance, sale, and delivery of the Initial Bond and the Bonds. The City Managers, acting for and on behalf of the Cities, are authorized to enter into and carry out an Underwriting Agreement in substantially the form attached hereto as Exhibit A as approved by the City Attorneys of the Cities with one or more of the parties indicated in Exhibit A at such price, in the aggregate principal amount, with such Principal Installments, with such interest rates, with such redemption features and other matters, as shall be determined by the City Managers and set forth therein, provided that: (i) the price to be paid for the Initial Bond shall not be less than 97% of the initial aggregate principal amount thereof with a maximum underwriter's discount of 7.5%, and (ii) no installment of principal of the Initial Bond shall bear interest at a rate greater than 7.5% per annum. It is further provided, however, that, notwithstanding the foregoing provisions, the Initial Bond shall not be delivered unless prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Applicable Law (c) The City Managers are authorized to establish which maturity or maturiries, if any, shall be insured based onrecommendations ofthe Co-Financial Advisors of the Auport, and the City Managers shall specify the name or names of the Insurer or Insurers in the Underwriting Agreement and shall specify therein which maturity or maturities, if any, will be insured. (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, (ii) may be assigned and transferred, (iii) maybe 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 regwred or indicated, in the FORM OF BOND set forth in this Ordinance and as determined by the City Managers, as provided herein, with such changes and additions as are required to meet the terms of the Underwriting Agreement executed by the City Managers with respect thereto, including the name as to which the Initial Bond shall be registered. (e) In the event the Underwriting Agreement shall not be executed on or before 5.00 p.m. on June 30, 2000, the delegation to the City Managers pursuant to this Ordinance shall cease to be effective unless the City Council of each of the Cities shall act to extend such delegation. Section 3.3 Medium. Method and Place of Pa meat. (a) The principal of, premium, if any, and interest on the Bonds shall be paid in lawful money of the United States of America as provided in this Section. (b) Interest on the Bonds shall be payable to the Holders whose names appear m the Obligation Register 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 ifand when funds for the payment of such interest have been received from the Cities or the Board. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be at least 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. 6.1\::ODMA~930DMA\Dallas;3 ] 888i;i 07/03/0:(4:36azn) 7 (c) Interest on the Bonds shall be paid by check (dated as of the Interest Payment Date) and sent by the Paying Agent/Registrar to the Holder entitled to such payment, United States mail, first class postage prepaid, to the address of the Holder as it appears in the Obligation Register or by such other customary banking arrangements acceptable to the Paying Agent/Registraz 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. (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 PaymentlTransfer 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 m the city in which the Designated Payment/TransferOffice 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 sunilaz 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/Registraz, nor any other person shall be liable or responsible to any Holders of such Bonds for any further payment of such unclauned moneys or on account of any such Bonds. (g) The unpaid principal balance of the Initial Bond shall bear interest from the date of Initial Delivery of the Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the Principal Installments of the Initial Bond, and said interest shall be payable to the registered owner thereof, all in the manner provided and on the dates fixed by the City Managers in accordance with this Ordinance, and with interest rates as fixed by the City Managers in accordance with this Ordinance, and as set forth in the Underwriting Agreement, with the first interest payment date to be November 1, 2000 Section 3 4 Ownership. (a) The Cities, the Board, the Paying Agent/Registraz 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 (subs ect 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 Boazd, nor the Paying Agent/Registraz 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 Boazd, and the Paying Agent/Registrar upon such Bond to the extent of the sums paid. Section 3.5 Registration. Transfer and Exchange. (a) So long as any Bonds remain outstanding, the Board shall cause the Paying AgentfRegistrar to keep a register (the "Obligation Register") in which, subject to such reasonable regulations as it may prescribe, the Paying AgentlRegistraz shall provide for the registration and transfer of Bonds m 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 6.1~::ODMA~MI-IODMAWallas;318885;5 0?l03/0:(4:36am) 8 of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying AgentJRegistrar, evidencing assignment of the Bonds, or any portion thereof m any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees thereof to have the Bond or any portion thereof registered in the name of such assignee or assignees. No transfer of any Bond shall be effective until entered in the Obligation Register Upon assignment and transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the Paying Agent/Registrar m conversion and exchange for such transferred and assigned Bond. To the extent possible the Paying AgentlRegistrar will issue such new Bond or Bonds m 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 AgentlRegistrar together with a written request therefor duly executed by the registered owner or assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantees of signatures satisfactory to the Paying Agent/Registrar, for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination and in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. If a portion of any Bond is redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. To the extent possible, a new Bond or Bonds shall be delivered by the Paying Agent/Registrar to the registered owner of the Bond or Bonds m 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 rt is being exchanged. Each substitute Bond shall bear a letter andlor number to distinguish rt from each other Bond. The Paying Agent/Registrar shall convert and exchange the Bonds as provided herein, and each substitute Bond delivered m 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 Adnunistrative Expenses, the Paying AgentlRegistrar's reasonable and customary charge for the initial registration or any subsequent transfer, exchange or conversion ofBonds, but the Paying AgentfRegistrar 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 registration, transfer, exchange or conversion of a Bond. In addition, the Cities hereby covenant with the Holders of the Bonds that the Board will (i) pay the reasonable and standard or customary fees and charges of the Paying AgentlRegistrar for its services with respect to the payment of the pnncipal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer, registration, conversion and exchange of Bonds as provided herein. (f) Neither the Cities, the Board, nor the Paying AgentlRegistrar shall be required to issue, transfer, or exchange any Bond called for redemption, in whole or in part, where such redemption is scheduled to occur within 45 calendar days after the transfer or exchange date; provided, however, such linutation shall not be applicable to an exchange by the Holder of the uncalled pnncipal balance of a Bond. Section 3.6. Cancellation and Authentication. All Bonds paid or redeemed before their Stated Maturity Dates m accordance with this Ordinance, and all Bonds m lieu of which exchange Bonds or 6.1\::ODMAUVDiODMA\Dallas;318885;5 9 OY03/0:(4:36em) replacement Bonds are authenticated and delivered in accordance with this Ordinance, shall be canceled upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall dispose of the canceled Bonds in accordance with Applicable Law Section 3 7 Temporary Bonds. (a) Following the delivery and registration of the Initial Bond and pending the preparation of definitive Bonds, the proper officers of the Cities may execute and, upon the Cities' or the Board's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Bonds that are printed, lithographed, typewritten, irimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds m lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the Cities executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The Cities or the Board, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar the Bonds in definitive form; thereupon, upon the presentation and surrender of the Bond or Bonds in temporary fonnto the Paying Agentlltegistrar, the Paying AgentlRegistrar shall cancel the Bonds in temporary form and authenticate and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner Section 3.8. Replacement Bonds. (a) Upon the presentation and surrender to the Paying Agent/Registrar, at the Designated Payment/Transfer Office, of a mutilated Bond, the Paying Agent/Registrar shall authenticate and deliver m exchange therefor a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. The Cities, the Board, or the Paying Agent/Registrar may require the Holder of such Bond to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event any Bond is lost, apparently destroyed or wrongfully taken, the Paying AgentlRegistrar, pursuant to Chapter 1201, Govenunent 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 lus or her ownership of and the circumstances of the loss, destruction or theft of such Bond, (ii) furnishes such security or indemnity as may be required by the Paying AgentlRegistrar and the Cities to save them harmless; (iii) pays all expenses and charges m 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 inposed, and (iv) satisfies any other reasonable requirements imposed by the Cities and the Paying Agent/Registrar 6.1k:ODMA\MI~IODMA\Da-as;31888i;5 10 (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 rt was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Cities, the Board, or the Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond, may pay such Bond. (e) Each replacement Bond delivered in accordance with this Section shall constitute an original contractual obligation of the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.9 Book-Entry Only System. (a) The definitive Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in Section 3 11, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC (b) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Cities, the Board, and the Paying Agent/Registrarsliall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds, except as provided in this Ordinance. Without linuting the immediately preceding sentence, the Cities, the Board, and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Holder, as shown on the Obligation Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a Holder, as shown in the Register of any amount with respect to pnncipal of, premium, if any, or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Cities, the Board, and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Obligation Register as the absolute owner of such Bond for the purpose of payment of principal of, premiunn, 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 pnncipal 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 noininee m place of Cede & Co., and subj ect to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC b.]\::ODMA\l\9-IODMAWallas;318885;5 11 0?103/0:(4:36acn) (c) The "Representation Letter" previously executed and delivered by an Authorized Officer and made applicable to the Bonds delivered mbook-entry-only form to DTC, as securities depository therefor, is hereby ratified and approved for the Bonds. Section 3 10. Successor Securities De~ositorv In the event that the Cities, the Board, or the Paying Agent/Registrar deterxmne that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, and that it is m 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 Pa}nng 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 thee- DTC accounts, as identified by DTC. In such event, the Bonds shall no longer be restricted to being registered in the Obligation Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nonunee, or in whatever name or names Holders transfernng or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Section 3 11 Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bonds are registered m the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bonds, and all notices with respect to such Bonds, shall be made and given, respectively, m the manner provided in the Representation Letter ARTICLE IV REDEMPTION OF BONDS BEFORE MATURITY Section 4 1 Limitation on Redemption. The Bonds shall be subject to redemption before scheduled maturity only as provided m this Article IV Section 4.2. Optional Redemption. (a) The City Managers shall specify in the Underwriting Agreement, the Initial Bond, and in the Bonds such rights of optional redemption, if any, and the Redemption Prices therefor that are to be reserved by the Cities. (a) To the extent the Bonds are subject to optional redemption, the Board, at least 45 days before the redemption date, unless a shorter period shall be satisfactory to the Paying Agent(Registrar, shall notify the Paying Agent/Registrar of such redemption date and of the pnncipal 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 deterrmne the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying AgentlRegistrar to call by lot the Bonds, or portions thereof, within such maturity or maturities and in such principal amounts for redemption as determined by the Board in its sole discretion. (b) A portion of a single Bond of a denoxmnation greater than $5,000 may be redeemed, but only in a pnncipal amount equal to $5,000 or any integral multiple thereof. If such a Bond is to be partially 6.1\::ODMA\bD~ODMA\Dallas;318885;5 12 02/03/0:(4:36em) redeemed, the Pa}nngAgent/Registrar shall treat each $5,000 portion of the Bond as though it were a smgle Bond for purposes of selection for redemption. (c) Upon surrender of any Bond for redemption in part, the Paying AgentJRegistrar, in accordance with Section 3.6 of this Ordinance, shall authenticate and deliver an exchange Bond or Bonds m an aggregate principal amount equal to the unredeemed portion of the Bond so surrendered, such exchange being without charge. (d} The Paying AgentJRegistrar shall promptly notify the Board in venting of the pnncipal amount to be redeemed of any Bond as to which only a portion thereof is to be redeemed. Section 4 4 Mandatory Redemption of Certain Bonds. (a} The City Managers shall specify in the Underwriting Agreement and in the Initial Bond and in the Bonds such obligations to redeem the Bonds.mandatorily, and the Redemption Pnces therefor, as are to be imposed on the Cities. (b) Subs ect to the provisions of subsection (c) of this Section, when less than all of the Bonds of a specified maturity on a specified Stated Maturity Date are required to be redeemed as determined in accordance with this Section, the Cities, acting through the Board, shall have the right and shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof within a maturity, that are to be called for redemption. A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or an integral multiple thereof. The Paymg Agent shall treat each $5,000 portion of the Bond as though it were a single Bond for purposes of selection for redemption. Upon surrender of any Bond for redemption m part, the Paying Agent/Registrar shall authenticate and deliver an exchange Bond or Bondsman aggregate amount equal to the unredeemed portion of the Bond so surrendered. (c) In lieu of the procedure described in subsection (b) of this Section, if less than all of the Bonds of a Stated Maturity Date are required to be redeemed, the Cities and the Board shall have the right to accept tenders of Bonds of the applicable Stated Maturity Date and to purchase Bonds of such maturity 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 ofRedemphon to Holders. (a) The Paying Agent/Registrar shall give nonce of any redemption of Bonds by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Holder of each Bond (or part thereof) to be redeemed, at the address shown on the Obligation Register (b) The notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. (c) Any notice given as provided m this Section shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Section 4 6 Payment Unon Redem~ition. (a) Before or on each redemption date, the Board shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/Registrarsnall make provision for the payment of the Bonds to be redeemed on such date by setting aside and holding m 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, 6.I~:ODMA~MI~iODMAW al]as;31888i;5 OY03/0:(4:36am) 13 and accrued interest on the Bonds being redeemed, or the tender or negotiated pace m 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/TransferOfficc on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Bond to the date of redemption from the money set aside for such purpose. Section 4 7 Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.5 of this Ordinance, the Bonds or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Cities fail m their obligation to make provision for the payment of the principal thereof, redemption premmum, if any, or accrued interest thereon on the date fixed for redemption, such Bonds or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Bonds are presented and surrendered for payment on such date. (b) If the Cities shall fail to make provision for payment of all sums due on a redemprion 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 Paving_A, ent/Re igistrar. Bank One, Texas, N.A., is hereby appointed as the initial Paying AgentlRegistrar for the Bonds, under and subs ect to the terms and provisions of the Master Paying Agent Agreement. Section 5:2. Ouahfications. The Paying Agent/Registrar shall be a commercial bank, a trust company organized under applicable laws, or any other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Bonds. Section 5.3 Maintaining Pavm~ A eg_ntJKegistrar. (a) At all times while any Bonds are Outstanding, the Cities will maintain a Paying AgentJRegistrar that is qualified under Section 5.2 of t}us 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 Ternunation. The Cities, acting through the Board, upon not less than 60 days notice, reserves the right to temm~ate the appointment of any Paying Agent/Registrar by dehvenng to the entity whose appointment is to be terrrunated 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 Chance. Promptly upon each change m the entity serving as Paying Agent/Registrar, the Board will cause notice of the change to be sent to each Holder and the Insurer by first class United States mail, postage prepaid, at the address in the Obligation Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar 6.1k:ODMA\MI-IODMA\Da11as;318885;5 14 07103/0:(4:36am) Section 5.6 Aereement 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/Registrarprwcribed therein and herein. Section 5 7 Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Bonds to the successor Paying Agent/Reg7starar ARTICLE VI FORM OF THE BONDS Section 6.1 Form Generally (a) The Bonds, including the Registration Certificate of the Comptroller of Public Accounts of the State, the Certificate of the Paying AgentlRegistrar, 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, ormssions, substitutions, and other variations as are penrutted 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, may be determined by the Board. (b) Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. (c) The Bonds, mcluchng the Initial Bond submitted to the Attorney General of Texas and any temporary Bonds, shall be typed, punted, lithographed, photocopied or engraved, and may be produced by any combination of these methods or produced in any other smvlar 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 AgentlRegistrar and the form of Assignment appearing on the Bonds, shall be substantially as follows. the remainder of this page intentionally left blank] 6.1G;ODMA~SvIIIODMA\Da11aa;318885;5 0?103/0:(4:36aro) 15 (a) [Form of Bond] REGISTERED No. United States of America State of Texas DALLAS -FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE BONDS, SERIES 2000A REGISTERED INTEREST RATE MATURITY DATE. ORIGINAL ISSUE DATE CUSIl' NO to The Cities of Dallas and Fort Worth, Texas (the "Cities"), for value received, hereby promise to pay or registered assigns, on the Maturity Date, as specified above, the sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provision for such payment shall have been made, and to pay interest on the unpaid principal amount hereof from the later of the Original Issue Date, as specified above, or the most recent interest payment date to which interest has been paid or provided for until such principal amount shall have been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on May 1 and November 1 of each year, commencing November 1, 2000 Capitalized terms appearing herein that are defined terms in the Ordinances defined below, have the meanings assigned to them in the Ordinances. Reference is made to the Ordinances for such definitions and for all other purposes. The principal of this Bond shall be payable without exchange or collection charges in lawful money of the United States of Amenca upon presentation and surrender of this Bond at the corporate trust office in (the "Designated Payment/Transfer Office"), of Bank One, Texas, NA or, with respect to a successor Paying Agent/Registrar, at the Designated Payment/Transfer Office of such successor Interest on this Bond is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registrarion books kept by the Paying Agent/Registrar or by such other customary banking arrangements acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the person to whom interest is to be paid. For the purpose of the payment of interest on this Bond, the registered owner shall be the person in whose name this Bond is registered at the close of business on the "Record Date," which shall be the last business day of the month next preceding such interest payment date; provided, however, that in the event of nonpayment of interest on a scheduled interest payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such 6.I~:ODMA4W30DMA~Dalias;318885;5 16 0?/03/0:(4:36am) interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date," which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Holder of a Bond appearing on the books of the Paying Agent/Registrar at the close of business on the last business day preceding the date of mailing such notice. If a date for the payment of the principal of or interest on the Bonds is a Saturday, Sunday, legal holiday, or a day on which banking institutions in the Cities or in the city in which the Designated PaymentlTransfer Office is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Bond is one of a series of fully registered bonds specified in the title hereof issued m the aggregate principal amount of $335,000,000 pursuant to the "Controlling Ordinances," as defined in the Thirty-First Supplemental Bond Ordinance adopted concurrently by the City Councils of the Cities of Dallas and Fort Worth (the "Thirty-First Supplemental Ordinance"). The Controlling Ordinances and the Thirty-First Supplemental Ordinance are herein collectively referred to as the "Ordinances." This Bond is one of the Initial Obligations authorized by the Ordinances and is subj ect to the terms and provisions thereof. The Ordinances and their respective terms and provisions are incorporated herein for all purposes. The Bonds were issued by the Cities for the purposes of obtaining funds tp pay a portion of Costs of the Auport relating to the Airport's Capital Development Program and the implementation of the "Thirtieth Ordinance," as defined in the Thirty-First Supplemental Ordinance, to reimburse certain funds of the Auport advanced for such purposes, to fund a portion of the Debt Service Reserve Requirement, to provide capitalized interest, and to pay the Cities' and the Board's costs of issuance. The Bonds and the interest thereon are payable from, and are secured by a first hen on and pledge of the Pledged Revenues and the Pledged Funds. The hen on and pledge of the Pledged Revenues and Pledged Funds created and granted in the Ordinances in favor of the Bonds is on a parity with the hen and pledge thereof granted by the Cities in favor of the Holders of Outstanding Obligations, the Initial Obligations, and any Additional Obligations or Panty Credit Agreement Obligations that maybe issued or executed pursuant to the Controlling Ordinances, as defined and penmtted therein. The Cities have reserved the right m the Ordinances to issue additional Initial Obligations, Additional Obligations and Panty Credit Agreement Obligations that, after issuance, maybe secured by liens on and pledges of the Pledged Revenues and Pledged Funds on a parity with the hen thereon in favor of the Bonds. The Cities have also reserved the right in the Ordinances to issue Subordinate Lien Obligations, and Net Revenue Obligations and Credit Agreement Obligations in connection therewith, provided the hen and pledge securing the same are expressly made junior and subordinate to the pledge and hen securing the Obligations and Panty Credit Agreement Obligations. All covenants requiring the Cities to pay principal and interest or other payments on Obligations, Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations, as defined m the Ordinances shall be j oint, and not several, obligations, and all monetary obligations shall be payable and collectible solely from the revenues and funds expressly pledged thereto by the Ordinances or by an Additional Supplemental Ordinance, such revenues and funds being owned in undivided interests by the Cary of Dallas (to the extent of ?/ 11 the thereof) and by the City of Fort Worth (to the extent of 4/ 11 the thereof); 6.1\::ODMAV~4IODMA\Dallas;318885;5 1,7 07103/0:(4:36am) and, each and every Holder shall by his acceptance of this Bond consent and agree that no claim, demand, suit, or judgment for the payment of money shall ever be asserted, filed, obtained or enforced against either of the Cities apart from the other City and from sources other than the funds and revenues pledged thereto, and no liability or judgment shall ever be asserted, entered or collected against either City individually, except out of such pledged revenues and exceeding in the case of Dallas an amount equal to 7/1 lths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/1 lths of the total amount asserted or demanded. The Holders hereof shall never have the nght to demand payment of this obligation out of any funds raised or to be raised by taxation. * The Cities have reserved the nght and option to redeem the Bonds maturing on or after , in whole or part, in principal amounts equal to $5,000 or any integral multiple thereof, before their respective maturity dates, on , or on any date thereafter, at the pnces stated below as a percentage of the pnincipal amount redeemed, plus interest to the date fixed for redemption, to-wit: Redemption Date Redemption Price ,through ,through and thereafter If less than all of the Bonds are to be redeemed, the Board shall deterrmne the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying AgentlRegistrar to call by lot the Bonds, or portions thereof, within such maturity and in such principal amounts, for redemption. * Bonds maturing on ,are subject to mandatory redemption prior to maturity at a pnce equal to the principal amount of Bonds being redeemed, plus interest accrued to the date fixed for redemption, on , in the pnncipal amount specified in the Thirty-First Supplemental Ordinance. The Board shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity and in such principal amount, for redemption. * Bonds maturing on ,are subject to mandatory redemption pnor to maturity at a pnce equal to the pnnc~pal amount of Bonds being redeemed, plus interest accrued to the date fixed for redemption, on in the years ,and in the respective principal amount in each of such years specified in the Thirty-First Supplemental Ordinance. The Board shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such matunty and in the required principal amounts for redemption. * Bonds maturing on ,are subject to mandatory redemption pnor to maturity at a pnce equal to the principal amount of Bonds being redeemed, plus interest accrued to the date fixed for redemption, on in the years ,and , m the respective principal amount in each of such years specified in the Thirty-First Supplemental Ordinance. The Board shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity and in the required principal amounts for redemption. * Bonds maturing on ,are subject to mandatory redemption prior to maturity at a pnce equal to the principal amount of Bonds being redeemed, plus interest accrued to the date fixed for redemption, on , m the principal amount specified pursuant to the Thirty-First Supplemental Ordinance. The Board shall direct the Paying Agent/Registrar to call by lot the Bonds, or portions thereof, within such maturity and in the required principal amount for redemption. 6.Il:ODMA~Iv1E~IODMA~Da11as;318885;5 18 OY03/0:(4:36am) * To be included only ifUnderwriting Agreement reserves rights of optional redemptionand/or establishes one or more Sinking Funds and provides for mandatory redemption. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Bonds to be redeemed in whole or in part. Notice having been so given, the Bonds or portions thereof designated for redemption shall become due and payable on the redemption date specified in such notice; from and after such date, notwithstanding that any of the Bonds or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Bonds or portions thereof shall cease to accrue. 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 PaymendTransfer Office, with such indorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Cities, the Board, nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Bond called for redemption where such redemption is scheduled to occur within 45 calendar days of the transfer or exchange date; provided, however, such limitation shall not be applicable to an exchange by the registered owner of the uncalled principal balance of a Bond. The Cities, the Board, the Paying Agent/Registrar, and any other person may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Bond is registered on the Record Date or Special Record Date, as applicable) and for all other purposes, whether or not this Bond be overdue, and neither the Cities, the Board, nor the Paying Agent/Registrarshall be affected by notice to the contrary TT IS HEREBY CERTIFIED AND RECTTED that the issuance of this Bond and the series of w}uch it is a part is duly authorized by law; that all acts, conditions and things required to be done precedent to and in the issuance of the Bonds have been properly done and performed and have happened in regular and due tune, form and manner, as required by law (Execution Page Follows) 6. I\::ODMA\MI-IODMA\Da11as;318885;5 0?l03/0:(4:36am) 19 IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its City Manager and City Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney COUNTERSIGNED• City Manager, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED• Mayor, City of Dallas, Texas APPROVED AS TO FORM AND LEGALITY Ci Secretary, Mayor, City of Fort Wo Texas City of Fort Worth, Texas G~C~%c.~r G~~ City Attorney, City of Fort Worth, Tea 6.1 \::ODMA\MI-IODMA\Da11as;318885; 5 07J03/0:(4:36am) 20 (b) [Form of Certificate of Paying Agent/Registrar] CERTIFICATE OF PAYING AGENT/REGISTRAR This is one of the Bonds referred to in the within mentioned Ordinances. The series of Bonds of which this Bond is a part was originally issued as one Initial Bond which was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. as Paying Agent/Registrar Dated. (c) [Form of Assignment] By /S/ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name, address and zip code of transferee) (Social Security or other identifying number ~ the within Bond and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration hereof, with full power of substitution in the prerruses. Dated. Signature Guaranteed By /S/ Authonzed Signatory lSI NOTICE The signature on this Assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular and must be guaranteed in a manner satisfactory to the Paying Agent/Registrar 6.1\::ODMA\MI~IODMA\Dellas;318885;5 ~ 1 02/03/0:(4:36am) (d) Initial Bond Insertions. (i) The Initial Bond shall be in the form set forth in paragraph (a) of this Section, except that: (A) irunediately under the name of the Bond, the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the words "As Shown Below" and "CUSIP NO _" deleted, (B) in the first paragraph. the words "on the Maturity Date" shall be deleted and the following will be inserted. "on in the years, nn the principal installments and bearing interest at the per annum rates set forth in the following schedule: Principal Interest Years Installments Rates (Information to be inserted m accordance with Section 3.2(b) hereof)", and (C) the Initial Bond shall be numbered T-1 (ii) The following Registration Certificate of Comptroller of Public Accounts shall appear on the Initial Bond m lieu of the Certnficate of the Paying Agent/Regnstrar• REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO THE STATE OF TEXAS § I HEREBY CERTIFY THAT there is on file and of record in my office a certificate to the effect that the Attorney General of the State of Texas has approved this Bond, and that thus Bond has been registered thus day by me. WITNESS MY SIGNATURE AND SEAL OF OFFICE thus [SEAL] /S/ Comptroller of Public Accounts of the State of Texas 6.1\::ODMA~MI-IODMA\Dallas;318885;5 22 07103/0:(4:36am) Section 6.3 CUSIP Registration. The Cities may secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof and neither the Cities, the Board, nor the attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly punted on the Bonds. Section 6.4 Leeal Ooimon. The approving legal opinions of Vinson & Elkins L.L.P., McCall, Parkhurst & Horton 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 AgentfRegistrar on behalf of the Holders of the Bonds. ARTICLE VII EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF BONDS AND RELATED DOCUMENTS Section 7 1 Method of Execution. Delivery of Initial Bond (a) Each of the Bonds shall be signed and executed on behalf of the City of Dallas by the manual or facsunile signature of its Mayor and countersigned by the manual or facsimile signatures of its City Manager and City Secretary, and the corporate seal of that City shall be unpressed, printed, lithographed or otherwise reproduced or placed on each bond. Each of the Bonds shall be signed and executed on behalf of the City of Fort Worth by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary; the same shall be approved as to form and legality by the manual or facsunile signature of the City Attorney of the City, and its corporate seal shall be impressed, printed, lithographed or otherwise reproduced or placed upon each bond. All manual or facsmle 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 or City Manager 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, or an Assistant City Manager, 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 shall, for the purposes of this Ordinance, have the same force and effect as if such duties were performed by the Mayor, City Secretary, and City Manager, respectively (c) On the Closing Date, one "Initial Bond," representing the entire principal amount of the Bonds, payable in stated installments to the Purchaser or its designee, executed by manual or facsimile signatures of the Mayors and the City Manager of the City of Dallas and countersigned by the City Secretaries of the Cities, 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 AgentlRegistrar shall cancel the Initial Bond and deliver to DTC on behalf of the Purchaser registered definitive Bonds as described m Section 3 10(a). (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/Registrarsubstantially mthe formprovided inthis Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar It shall not be requu•ed that the same authorized representative of the Paying 6.1\::ODMA\MI~IODMA\Da11as;318885;5 23 07J03/0:(4:36am) Agent/Registrarsigri the Certificate of Paying Agent! Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State and that it is a valid and binding obligation of the Cities, and has been registered by the Comptroller Section 7.2. Annroval and Registration. The Board is hereby authorized to have control and custody of the Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman., and the officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of the Bonds or the Initial Bond to the Attorney General of the State of Texas and to assure the investigation, examination and approval thereof by the Attorney General and their registration by the Comptroller of Public Accounts. Upon registration of the Bonds, the Comptroller of Public Accounts (or a deputy designated m writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Bonds and the seal of the Comptroller shall be unpressed, or placed m facsunile, on such certificate. The Chairman of the Board and the Executive Director of the Auport shall be further authorized to make such agreements and arrangements with the purchasers of the Bonds and with the Paying Agent/Registrar as may be necessary to assure that the Bond will be delivered to such purchasers m accordance with the terms of sale. Section 7.3 TEFRA Approval Vernon Evans is hereby appointed to be the designated Hearing Officer for a public hearing relating to the Bonds to be held for purposes of satisfying Section 147 of the Code anti the Mayors are hereby authorized to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code. Section 7 4 Approval of Credit Agreements. The Board is authorized to enter into Credit Agreements relating to the Bonds from tune to tune while the Bonds are Outstanding in accordance with Applicable Law ARTICLE VIII GENERAL PROVISIONS Section 8.1 D,e~osit and Uses of Bond Proceeds. (a} The proceeds received from the sale of the Bonds shall be as applied as follows, (i) an amount equal to the premium or premiums on the Policy or Policies shall be applied to the payment therefor; (ii) an amount equal to the premium on the policy of municipal insurance related to the Uninsured Bonds shall be paid to the issuer of such policy; (iii) the sum of $ shall be deposited to the Debt Service Fund as capitalized interest on the Bonds for_months; (iv) the sum of $ shall be deposited to the Debt Service Reserve Fund in order to meet the Debt Service Reserve Requirement, (v} the sum of $ shall be applied to the payment of the Cities' and the Board's costs of issuance of the Bonds, the unplementation of the Thirtieth Ordinance and this Ordinance; and (v) the balance of the proceeds of the Bonds shall be deposited to the Construction Fund to pay a portion of the Costs of the Airport related to the Capital Development Program.. Section 8.2. Payment of the Bonds. While any of the Bonds are outstanding and unpaid, the Board shall make available to the Paying Agent/Registrar, out of the Debt Service Fund or the Debt Service Reserve Fund, the amounts and at the tunes required by this Ordinance and the Controlling Ordinances, money sufficient to pay when due all amounts required to be paid by this Ordinance, the Controlling 6.Il:ODMA~IODMA~Da11a5;318885;5 24 OY03/0:(4:36am) Ordinances, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if any, that authorize the issuance of Initial Obligations or Additional Obligations. Section 8.3 Renresentationsand Covenants. (a) The Cities and the Board will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the Controlling Ordinances and this Ordinance; the Cities will promptly pay or cause to be paid from Pledged Revenues the principal of, interest on, and premium, if any, with respect to, each Bond on the dates and at the places and manner prescribed in each Bond, and the Cities will, at the times and in the manner prescribed by this Ordinance, deposit or cause to be deposited the amounts of money specified by the Controlling Ordinances and this Ordinance. (b) The Cities are duly authorized by Applicable Law to issue the Bonds; all action on their part for the issuance of the Bonds has been duly and effectively taken, and the Bonds in the hands of the Holders are and will be valid and enforceable special obligations of the Cities and the Board in accordance with their terms. (c) The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Ordinance. Section 8.4 Covenants Regarding Tax-Exem tp ion. The Cities covenant to take any action or refrain from any action which would adversely affect the treatment of the Bonds as obligations described in section 103 of the Code, the interest on which is not includable in the "gross income" of the Holder (other than the income of a "substantial user" or a "related person" within the meaning of section 147(a) of the Code) for purposes of federal income taxation. In furtherance thereof, the Cities covenant and represent as follows. (a) to take such action or refrain from such action which would result in the Bonds not being "exempt facility bonds" as the term is defined in section 142 of the Code; in particular, which would result m 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 that the Bonds remain outstanding, the facilities, directly or indirectly, financed with the proceeds thereof will be owned by a governmental unit; (c) that no part of the facilities, directly or indirectly, financed with the proceeds of the Bonds will constitute (i) any lodging facility, (ii) any retail facility (including food or beverage facilities) in excess of a size necessary to serve passengers and employees at the exempt facility, (iii) any retail facility (other than parking) for passengers or the general public located outside the exempt facility terminal, (iv) any office building for individuals who are not employees of a governmental unit or of the operating authority for the exempt facility, or (v) any industrial park or manufacturing facility; (d) that the maturity of the Bonds does not exceed 120 percent of the econonuc life of the facilities, duectly 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, 6.1\::ODMA\MI-IODMA\Da11as;318885;5 02/03/0:(4:36am) 25 (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; (h) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (i) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acgmre or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (i) proceeds of the Bonds invested for a reasonable temporary period, within the meaning of Section 148 of the Code, of 3 years br less until such proceeds are needed fox the purpose for which the bonds are issued, (ii) proceeds or amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1(b) of the Treasury Regulations, and (iii) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Bonds; (j) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, to satisfy the requirements of section 148 of the Code (relating to arbitrage); and (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 meaming of section 148(f) of the Code and to pay to the Umted States of America, not later than 60 days after the Bonds have been paid in fu11,100 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 responsibilitiesunder 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 subs ect to the claim of any other Person, including Holders and Credit Providers. Amounts on deposit in the Rebate Fund in accordance with section 148 of the Code shall be paid periodically to the Umted States of America in such amounts and at such times as are required by said section. 6.1\::ODMA@.311ODMA\Da11as;31888i;5 26 OY03/0:(4:36am) The Cities understand that the term "proceeds" includes "chsposition 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 hereafter promulgated which modify, or expand provisions of the Code, as applicable to the Bonds, the Cities will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion ofnationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Cities agree to comply with the additional requirements to the extent necessary, in the opuuon of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. Section 8.5 Bond Insurance. The Bonds have been offered with one or more commitments for bond insurance provided by the Insurer or Insurers, with the bond insurance 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 the such insurance is not issued as to one or more maturities on the Closing Date, this Section shall be of no force and effect. In accordance with the terms and conditions imposed by the Insurer or Insurers, and subject to the preceding sentence, the Cities covenant and agree that: (a) Upon the occurrence of an Event of Default which would require any Insurer to make payments under a Policy, each obligated Insurer and its designated agent shall be provided with access to the Registration Books relating to the Bonds. In addition, each obligated Insurer shall be deemed the sole Holder of the Bonds that it has insured with respect to any action taken pursuant to Article VII of the Thirtieth Ordinance. In determining whether a payment default relating to the Bonds has occurred pursuant to Section 7 1(i) and (ii) of the Thirtieth Ordinance, no effect shall be given to payments made under any Policy Furthermore, notice of any payment default with respect to the Bonds shall be given immediately by the Board to each Insurer (b) Notwithstanding any other provision of this Ordinance, no resignation or removal of the Paying Agent/Registrar shall become effective until a successor has been appointed and has accepted the duties of the Paying Agent/Registrar Each Insurer shall be furnished with written notice of the resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto. (d) The following information and data shall be provided to each Insurer by the Board periodically as follows. (i) Annually, when available, the Airport budget as approved by the Cities and the annual audited financial statements. (ii) An official statement or offering document, if any, prepared in connection with the issuance of any Bonds. (iii) Notice of any draw upon the Debt Service Reserve Fund. 6.1\::ODMA~MI-IODMA\Dallas;318885;5 27 (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 Auport. ARTICLE IX REPEAL, SEVERABILITY, AND EFFECTIVE DATE Section 9 1 Ordinance Irrepealable. After any of the Bonds shall be issued, this Ordinance shall constitute a contract between the Cities, the Holders, and each Insurer, and this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid, canceled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2 Severability If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or lack of enforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3 Effective Date. This Ordinance, when duly passed by both Cities, shall be in full force and effect. (Verification Page Follows) 6. I\::ODMA\MI-IODMA\Dallss;318885;5 07103/0:(4:36arn) 2g APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS , 2000 APPROVED AS TO FORM. City Attorney, City of Dallas, Texas PASSED , 2000 `Ci ~1~..,1~..~ 'NI yor; City of Fort Worth, exas ~~ (S ~ ~, -- - ` ~, ~ ATTEST. ~., ~~ a ~ .~-- _ ~` ~~^ .. ~. '"~- City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY le~~.Gt-f~l" City Attorney, City of Fort Worth, T 6.1 \::ODMA4~9-IODMA\Da11as;318885;5 OY03/0:(4:36am) 29 THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Shirley Acy, City Secretary of the City of Dallas, Texas, do hereby certify 1 That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, , 2000, authonzmg the issuance of Dallas-Fort Worth International Airport Joint Revenue, Senes 2000A which ordinance is duly of record m the xmnutes 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 , 2000 City Secretary, City of Dallas, Texas (SEAL) 6.1\::ODMA\MfiODMA\Dallas;3I8885;5 0?J03/0:(4:36am) 30 THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Gloria Pearson, City Secretary of the City of Fort Worth, Texas, do hereby certify 1 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 2000, as same appears of record in the Office of the City Secretary 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this day of 2000 ,~y ~' ~= ~.~`''`~ 'f ~~ ity Secretary, f~'~"` ~ ~1'~ n City of Fort Worth, Texas ~,~R ,~ (SEAL) _ ~ y ~~ •,,,~ '' ' ~-~. 6.1 \::ODMA\MI-IODMA\Da11as;318885;5 07J03/0:(4:36azn) 31