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HomeMy WebLinkAboutOrdinance 14394~ ~3 ~'~ ,~ DALLAS -FORT WORTH INTERNATIONAL AIRPORT THIRTY-SECOND SUPPLEMENTAL CONCURRENT BOND ORDINANCE Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth authorizing $500,000,000 maximum principal amount outstanding of DALLAS -FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE COMMERCIAL PAPER NOTES, SERIES A Passed by the City Council of Dallas Passed by the City Council of Fort Worth Effective :ODMA\MHODMA\D~Ilas;414796;4 10/I%/00:11:36AM TABLE OF CONTENTS Pale Parties 1 ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1 1 Short Title 2 Section 1.2. Definitions 2 Section 1.3 Table of Contents, Titles and Headings 7 Section 1 4 Interpretation 7 Section 1.5 Declarations and Additional Rights and Limitations Under Controlling Ordinances 8 ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR NOTES Section 2.1 Purposes of Ordinance 10 Section 2.2. Pledge, Security for and Sources of Payment of Notes, Loans, and Term Loans 10 ARTICLE III AUTHORIZATION, GENERAL TERMS AND PROVISIONS RELATING TO THE NOTES Section 3 1 Authorization of the Notes 10 Section 3.2. Terms of the Notes 11 Section 3 3 Form of the Notes 12 Section 3 4 Execution and Authentication. 12 Section 3 5 Mutilated, Lost, Destroyed or Notes. 12 Section 3 6 Registration and Exchange. 13 Section 3 7 Cancellation 13 Section 3 8 Book-Entry System 14 Section 3 9 Issuing and Paying Agent 15 ARTICLE IV ISSUANCE, SALE, USES OF PROCEEDS, AND PAYMENT OF NOTES Section 4 1 Issuance and Sale of the Notes Section 4.2 Proceeds of Sale of Notes Section 4 3 Excess Proceeds in the Construction Fund. Section 4 4 Payment of the Notes 16 16 17 17 :ODMA\MHODMA\Dallac;414796;4 10/1 H/00:11:36AM -1- ARTICLE V CREATION OF SPECIAL FUNDS, APPLICATION OF MONEYS Section 5 1 Creation of Special Funds and Accounts 18 Section 5.2 Issuing and Paying Agent Fund 18 Section 5 3 Rebate Fund 18 Section 5 4 Investment Limitations 18 ARTICLE VI SPECIAL COVENANTS RELATING TO THE NOTES Section 6 1 Tax-Exempt Notes to Remain Exempt from Federal Income Tax 19 Section 6.2 Taxable Notes Reporting Requirement. 22 Section 6.3 Notices to Rating Agencies. 22 ARTICLE VII THE ISSUING AND PAYING AGENT Section 7 1 Duties, Immunities, and Liabilities of Issuing and Paying Agent 23 Section 7.2 Merger or Consolidation 24 Section 7.3 Right of Issuing and Paying Agent to Rely Upon Documents 24 Section 7 4 Preservation and Inspection of Documents 25 ARTICLE VIII APPROVAL OF DOCUMENTS Section 8 1 Approval of Revolving Credit Agreement 25 Section 8.2. Approval of Issuing and Paying Agent Agreement 25 Section 8 3 Approval of Dealer Agreements 25 Section 8 4 Approval of Offering Memorandum 26 Section 8 5 TEFRA Approval 26 Section 8 6 Further Action 26 Section 8 7 Opinion of Bond Counsel 26 ARTICLE IX SEVERABILITY AND EFFECTIVE DATE Section 9 1 Severabihty 26 Section 9.2. Effective Date 26 Exhibit Al-Form of Tax-Exempt Note, Sei-~es A (AMT) A-1 Exhibit A2-Form of Tax-Exempt Note, Serves A(Non-AMT) A-2 Exhibit A3-Form of Taxable Note, Series A A-3 Exhibit B-Form of Revolving Credit Agreement B-1 Exhibit C1-Form of Dealer Agreement C-1 Exhibit C2-Form of Dealer Agreement C-2 :ODMA\MHODMA\Dallas;414796;4 10/I H/00:1 I:76AM -n- Exhibit D-Form of histructions to Issuing and Paying Agent Exhibit E-Form of Issuing and Paying Agent Agreement D-1 E-I :ODMA\MHODMA\Dxllas;414796;4 10/IR/00:11:%AM -111- CITY OF DALLAS ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO. / y39'y THIRTY-SECOND SUPPLEMENTAL CONCURRENT BOND ORDINANCE AUTHORIZING DALLAS -FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE COMMERCIAL PAPER NOTES FOR LAWFUL PURPOSES; PROVIDING THE SECURITY THEREFOR, PROVIDING FOR THE SALE, EXECUTION AND DELIVERY THEREOF, AND PROVIDING OTHER TERMS, PROVISIONS AND COVENANTS WITH RESPECT THERETO WHEREAS, the defined terms set forth m the recitals set forth below shall have the meanings set forth in Section 1.2 unless otherwise defined, and WHEREAS, the Cities of Dallas and Fort Worth, Texas (the "Cities") are each a "Home Rule City," acting as such under the Constitution and laws of the State of Texas, and each has a population in excess of 90,000; and WHEREAS, the Crties~ointly own and operate the Dallas-Fort Worth International Airport (the "Airport") and have created a "point board" pursuant to Section 22.074, Transportation Code, as amended, known as the Dallas-Fort Worth International Airport Board (the "Board"), to operate and to set and establish policies for the Airport; and WHEREAS, pursuant to Chapter 22, Transportation Code, as amended, the Cities have the authority to issue and have issued Prior Obligations, and WHEREAS, the Cities, pursuant to Chapter 1371, Government Code, as amended, hereby determine that the Cities should issue and should authorize the Board to sell and deliver commercial paper notes m order to provide interim financing for Eligible Projects, and WHEREAS, the Cities passed the Thirtieth Ordinance which amended the 1968 Regional Airport Concurrent Bond Ordinance (the "1968 Ordinance"), the ordinance which authorized the initial bonds issued by the Cities for the purpose of providing the initial financing of the Airport (the Thirtieth Ordinance and the 1968 Ordinance being referred to as the "Controlling Ordinances"), and WHEREAS, this Thirty-Second Supplemental Concurrent Bond Ordinance (herein defined and cited as the "Thirty-Second Ordinance" or this "Ordinance") is adopted for the purpose of, among others, authorizing the issuance and prescribing the terms and conditions of the Initial Obligations permitted by Section 3 1(a)(ii) of the Thirtieth Ordinance and of a related Revolving Credit Agreement and certain Loans and Term Loans as Parity Credit Agreement Obligations, and :ODMA\MHODMA\Dallas;414796;5 10/I H/00:1 1:96AM WHEREAS, each City 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 required by Applicable Law; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH. ARTICLE I DEFINITIONS AND OTHER PRELIMINARY MATTERS Section 1 1 Short Title. This Ordinance may hereafter be cited in other documents and without further description as the "Thirty-Second Ordinance " Section 1.2. Definitions. The capitalizedtermsusedherein, includmgthe capitalized terms used in the preambles hereto, that are not otherwise defined herein, shall have the same meanings and definitions as are applied to such terms, respectively, m, or incorporated into, the Controlling Ordinances, this Ordinance, and the Revolving Credit Agreement. Additionally, unless otherwise expressly provided or unless the context clearly requires otherwise, the following additional terms shall have the respective meanings specified below Authorized Officers -the Chief Executive Officer, the Senior Executive Vice President, and the Executive Vice Presidents-Finance, m each case of the Board. Bond Counsel -means Vinson & Elkins L.L.P , Dallas, Texas, McCall, Parkhurst & Horton, L.L.P ,Dallas, Texas, and Renee Higgenbotham-Brooks, Esq., co-bond counsel for the Cities and the Board, or any other nationally recognized firm of attorneys specializing in the law of municipal finance, selected and retained by the Board with the consent of the Cities. Business Day -means any day other than (i) a Saturday, Sunday or a day on which banking institutions m the State of Texas or the State of New York are authorized or obligated by law or executive order to be closed, (ii) a day on which the New York Stock Exchange is closed, and (iii) a day on which commercial banks are authorized or obligated by law or executive order to be closed in the city or cities in which each Bank's office is located, and the definition of such term in the Thirtieth Ordinance shall not apply Certificate - means a document signed by an Authorized Officer, either attesting to or acknowledging the circumstances, representations or other matters therein stated or set forth or setting forth matters to be determined pursuant to this Ordinance. :ODMA\MHODMA\Dallaa;414796;4 10/I H/00:11:96AM -2- Closing Date -means the date on which all of the following events have occurred, to-wit: (i) this Ordinance has been finally passed by the City Councils of the Cities, (ii) the Revolving Credit Agreement has been fully and properly executed by the Cities, the Board, the Administrative Agent and all Lenders and has been delivered to the Board, accompanied by a Certificate to the effect that all conditions to a Closing Date under the Revolving Credit Agreement have been satisfied and accomplished, (iii) the Issuing and Paying Agent Agreement has been fully acid properly executed and delivered to the Board, (iv) the Dealer Agreement has been fully and properly executed and delivered to the Board, (v) the Attorney General of Texas has issued an opinion that this Ordinance and the Revolving Credit Agreement were lawfully adopted, executed, and approved pursuant to the provisions of Chapter 1371, Government Code, as amended, and (vi) Bond Counsel have rendered and delivered their opinion to the Board that, under the Constitution and laws of the State of Texas, the transcript of proceedings evidences lawful authority for the issuance, reissuance, and sale of the Notes by the Cities, acting through the Board on behalf of the Airport. Code -means the Internal Revenue Code of 1986, as amended, and the rulings and regulations promulgated thereunder Current Revolving Credit Agreement Expiration Date -means the Revolving Credit MaturityDate, as initially established in, and as rt may be extended from lime to time m accordance with the terms and provisions of the Revolving Credit Agreement. Dealers - mean J P Morgan Securities, liic., and Estrada Hino~osa & Company, Inc , as the dealer group executing the Dealer Agreement attached hereto as Exhibit C1, and Morgan Stanley & Co Incorporated, and Apex Pryor Securities, :ODMA\MHODMA\Datlas;414796;4 10/I K/00:11:76AM -3- A Division of Rice Financial Products Company, as the dealer group executing the Dealer Agreement attached hereto as Exhibit C2, and any other nationally recognized commercial paper dealer or co-dealer selected by the Cities or the Board. Dealer Agreement(s) -means either one or both, as applicable, of the Dealer Agreements, by and among the Cities, the Board, and the Dealers as approved and authorized to be executed pursuant to Section 8 3, substantially in the forms and substance attached hereto as Exhibits C 1 and C2, as they may be amended, supplemented or otherwise modified from time to time in accordance with their terms, or any similar agreement with a substitute or successor Dealer or Dealers. Depository -means (i) DTC, and (ii) any other qualified securities depository acting as Depository pursuant to Section 3 8 Depository System Participant -means any participant m the Depository's book-entry system. Designated Payment/Transfer Office -means (i) with respect to the initial Pa}nng AgentlRegistrar named herein, its office m Dallas, Texas, or such other location as maybe designated by the Issuing and Paying Agent, and (ii) with respect to any successor Paying Agent/Registrar, the office of such successor designated and located as maybe agreed upon by the Cities and such successor DTC -means The Depository Trust Company, New York, New York, and its successor and assigns. Eligible Project -means those improvements, enlargements, properties and equipment included as a part of the Airport capital improvement program 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 Federal Tax Certificate - means a certificate regarding federal income tax matters, approved by Bond Counsel and delivered, amended or supplemented by the Cities, from time to trine, including at the time of the first delivery of any of the Tax-Exempt Notes. Fitch -means Fitch, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then such term shall be deemed to refer to any other nationally recognized securities rating agency selected by the Board, and approved in wasting by the Lenders, which approval shall not be unreasonably withheld. :ODMA\MHODMA\Dnllas;414796;4 10/I K/00:1 1:96AM -4- Issuing and Paying Agent -means Bank One, National Association, or any Person acting as its agent, or its successor in interest acting under the Issuing and Paying Agent Agreement. Issuing and Paving Agent Agreement -means the Commercial Paper Issuing and Paying Agent Agreement, to be dated as of the Closing Date, m the form and substance attached hereto as Exhibit E, as it may be amended, supplemented or otherwise modified from time to time m accordance with its terms, or any similar agreement with a substitute or successor issuing and paying agent selected by the Cities or the Board and approved in wasting by the Lenders which approval shall not be unreasonably withheld. Issuing and Paving Agent Fund -means the Issuing and Paying Agent Fund established in and to be administered pursuant to Sections 5 1 and 5.2. Lenders -mean Morgan Guaranty Trust Company of New York, as "administrative agent and lender," Westdeutsche Landesbank Girozentrale, New York Branch, as "document agent and lender," LandesbankHessen-Thuringen Girozentrale, New York Branch, as "lender," and State Street Baiilc and Trust Company, as "lender," being the parties that have executed and delivered the Revolving Credit Agreement to and with the Cities and the Board. Loans -means the monies loaned, and to be loaned, to the Board on behalf of the Cities, other than those that are Term Loans, pursuant to Article II of the Revolving Credit Agreement. Master Note -means the form of the Notes issued to and registered in the mine of Cede & Co , as nominee of DTC, or in the name of another Depository, which evidence to Cities' aggregate obligations under the Notes. Maximum Interest Rate -means, (i) with respect to the Notes, the lesser of (A) the maximum "net effective interest rate" allowable under Chapter 1204, Government Code, as amended, currently 15%, or (B) such lesser rate as shall from time to tune be fixed by the Board and approved by the Required Lenders, which initially shall be 12%, and (ii) with respect to the Loans, the maximum net effective interest rate allowable under Chapter 1204, Government Code, as amended. Maximum Maturity Date -means the date that is the earlier of (i) one Business Day prior to the Current Revolving Credit Agreement Expiration Date in effect at the time of issuance of an installment of Notes, or (ii) November 1, 2005 Moodv's -means Moody's Tiivestors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, exceptthat, ifsuch corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then such term :ODMA\MHODMA\Dallav;414796;4 10/1 H/00:1 I :36AM -5 - shall be deemed to refer to any other nationally recognized securities rating agency selected by the Board, and approved in writing by the Lenders, which approval shall not be unreasonably withheld. Nominee -means (i) initially, Cede & Co , as nominee of DTC, and (ii) any other nominee of a successor Depository Note Date -means the date of actual issuance of each Note as determined in accordance with Section 3.2 Noteholder -means in each case, any Person who is in possession of any Outstanding Note Note Proceeds Account(s) -means any of the special accounts by that name in the Issuing and Paying Agent Fund for the Taxable Notes, the Tax-Exempt Notes (AMT), or the Tax-Exempt Notes (Non-AMT) Notes -mean the commercial paper notes, to be issued as Obligations under the Controlling Ordinances, and authorized by this Ordinance and described in Section 3 1 Rebate Fund -means the special fund described as such in the Thirtieth Ordinance and established by that name pursuant to Section 5 1 Revolving Credit Agreement -means the Revolving Credit Agreement and each replacement, renewal, or extension thereof, to be dated initially as of the Closing Date, in the form and substance attached hereto as Exhibit B, including all amendments, modifications and supplements permitted pursuant to the terms thereof. S&P -means Standard & Poor's Rating's Group, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then such term shall be deemed to refer to any other nationally recognized securities rating agency selected by the Board and the Cities, and approved in writing by the Lenders, which approval shall not be unreasonably withheld. Series 2000A Bonds -means the Initial Obligations named m and permitted by Section 3 1(a)(i) of the Thirtieth Ordinance and authorized in the Thirty-First Ordinance. Stated Maturity Date -means the date on which all amounts of principal and interest on each respective Note are due and payable, as designated pursuant to Section 3.2(a), which date shall not m any event be later than the applicable Maximum Maturity Date. :ODMA\MHODMA\Dxl laa;414796;4 10/1 H/00:11:76AM -6- Tax-Exempt Note -means any Note, the interest on which is excludable from gross income for federal income tax purposes. Taxable Note -means any Note, the interest on which cannot be excluded from gross income for federal income tax purposes. Tax-Exempt Note (AMT) -means any Tax-Exempt Note, the interest on which is subject to alternative minimum tax under section 57(x)(5) of the Code Tax-Exempt Note (Non-AMT) -means any Tax-Exempt Note, the interest on which is not subj ect to alternative minimum tax under section 57(a)(5) of the Code Term Loans -means the unpaid principal amount of the Loans that are converted to "team loans" pursuant to Section 2.2(d) of the Revolving Credit Agreement. Thirtieth Ordinance -means the Thirtieth Supplemental Concurrent Bond Ordinance adopted concurrently by the Cities and having an effective date of February 23, 2000 Thirty-First Ordinance -means the Thirty-First Supplemental Concurrent Bond Ordinance adopted concurrently by the City of Dallas and the City of Fort Worth, having an effective date of February 23, 2000, and pursuant to which the Cities authorized the issuance and delivery of the Series 2000A Bonds. Section 1.3 Table of Contents, Titles and Headings. The table of contents, titles and headings of the Articles and Sections of thrs 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 m construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arse. 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. :ODMA\MHODMA\Dallas;41479C;4 10/1 H/00:1 1:36AM -7- Section 1 5 Declarations and Additional Rights and Limrtations Under Controlling Ordinances. (a) For all purposes of the Controlling Ordinances, the Cities declare and provide as follows. (i) The Notes are the Initial Obligations that are authorized by Section 3 1(a)(ii) of the Thirtieth Ordinance. (ii) The Notes are lnterim Obligations, and the Cities declare their intent to refund or refinance all or a part of the same through the issuance of Obligations on or before their respective Stated Maturity Dates, and all of the same on or before Maximum Maturity Date. (iii) The Revolving Credrt Agreement is and will be a Credrt Agreement; the Lenders are Credit Providers, and the obligations of the Cities and the Board to pay the principal of and the interest on all Loans and Term Loans, and on all Loan Notes, are Parity Credit Agreement Obligations and each of the Lenders is a Holder thereof for purposes of the Commercial Paper Documents, this Ordinance, and the Revolving Credit Agreement. (iv) The Administrative Agent, acting on behalf of the Lenders as Credit Providers, acting through the Required Lenders, are authorized to give and withdraw notices of default under the provisions of Section 7 1(vii) of the Thirtieth Ordinance under the circumstances described, declared, and provided in Section 7 4(c) of the Revolving Credit Agreement. (v) Administrative Expenses shall include (A) the fees and expenses owed to the Issuing and Paying Agent, (B) the amounts payable to the Administrative Agent and the Lenders as reimbursement of their expenses, if any, and to the Lenders in payment of the Commitment Fee, in each case under and pursuant to the Revolving Credit Agreement, (C) the fees and expenses payable to the Dealers under the Dealer Agreements, and (D) the amounts, if any, required by Applicable Law to be paid to the United States Internal Revenue Service as rebate of investment earnings on the Pledged Funds or the Construction Fund. (vi) The Issuing and Paying Agent is the Paying Agent/Registrarrequfred by the Thirtieth Ordinance. (vii) The Issuing and Paying Agent Fund and its accounts, and the "Issuing and Paying Fund" defined and created in the Thirty-Second Ordinance and its accounts, and the Rebate Fund are not Pledged Funds. (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 Administration heretofore issued pursuant to Applicable Law, and Special Revenues :ODMA\MHODMA\Dnllnc;414796;4 p 10/1 H/00:11:36AM - O- received from a passenger facilities charge collected at the rate of $3 00 per permissible passenger, but not exceeding $4,000,000,000, if authorized pursuant to the Board's fifth Application for approval expected to be filed with the Federal Aviation Administration during the calendar year 2000, and relating to one or more portions of the Capital Development Program, shall be included as Gross Revenues. (ix) The Stated Maturity Dates are Principal Installment Dates for the purposes of the Thirtieth Ordinance. (x) Each Noteholder is a Holder under the Controlling Ordinances. (xi) This Ordinance is an Additional Supplemental Ordinance. (xii) Each of the Authorized Officers is designated and appointed as an "officer" of the Cities for the limited purposes of administering this Ordinance, the Revolving Credit Agreement, the Dealer Agreements, and the Issuing and Paying Agent Agreement m accordance with Chapter 1371, Government Code, as amended, and the Authorized Officers are instructed to submit periodic reports, not less frequently than annually, to the Cities as to the actions taken in connection therewith during the preceding period, and to provide such other information regarding the implementation of such agreements and this Ordinance as either of the Cities shall request. (b) For all purposes of the Outstanding Ordinances and the Controlling Ordinances, the following additional rights and limitations are granted and imposed. (i) No amendment to any Outstanding Ordinance, the Controlling Ordinances, 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 Lenders, as Credit Providers under this Ordinance. (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 a number of Lenders equal to the Required Lenders and by such other Credit Providers, if any, whose consent is required by an Additional Supplemental Ordinance heretofore or hereafter passed by the Cities. (iii) In the event of the occurrence of an Event of Default, the right of acceleration of the Stated Maturity Dates and the Maximum Maturity Date of the Notes, and the payment dates of all Panty Credit Agreement Obligations relating thereto is not granted as a remedy, and the right of acceleration is expressly denied. :ODMA\MHODMA\Dallac;414796;4 10/1 H/00:1 I :36AM -9' (iv) The specific information that must be provided pursuant to the disclosure requirements of Section 10 1 of the Thirtieth Ordinance shall be (A) the audited financial statements of the Board for the most recently concluded Fiscal Year, and (B) actual Gross Revenues and Debt Service for the most recently concluded Fiscal Year ARTICLE II PURPOSES, PLEDGE AND SECURITY FOR NOTES Section 2.1 Purposes of Ordinance. The purposes of this Ordinance are to prescribe the specific terms and provisions of the Notes, to extend expressly the pledge, lien and security of the Controlling Ordinances to and for the benefit of the Holders and the Lenders, as Credit Providers holding the Panty Credit Agreement Obligations described m Section 1.5(a)(iii), and to authorize the sale and resale of the Notes pursuant to the Dealer Agreement. Section 2.2. Pledge, Security for and Sources ofPavment ofNotes, Loans, and Term Loans. (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 the Lenders. (b) The Notes are secured by a lien on and pledge of Pledged Revenues and the Pledged Funds on a parrtywrth the Serves 2000A Bonds, the Prior Obligations, and anyAdditional Obligations that are Outstanding from time to time, and with Parity Credit Agreement Obligations that are unpaid from time to time, as declared and provided m Section 2 4 of the Thirtieth Ordinance It is provided, however, that the Holders of the Notes shall have the right to demand and receive payment of the principal of or the interest on the Notes then due from money in the Debt Service Fund or the Debt Service Reserve Fund only if and to the extent money is not on deposit in a Note Proceeds Account and/or in another special account holding the proceeds of Loans, m either case in amounts sufficient to make such payments in accordance with the provisions of Section 5.2 (c) The obligations of the Cities and the Board to pay the principal of and the interest on the Loans and all Term Loans, as Parity Credit Agreement Obligations, are and will be secured by a lien on and pledge of Pledged Revenues and the Pledged Funds on apantywith the Notes, the Series 2000A Bonds, the Pnor Obligations, and any Additional Obligations that are Outstanding from time to time, and with other Parity Credit Agreements that are unpaid from time to time, as declared and provided in Section 2 4 of the Thirtieth Ordinance. It is provided, however, that the Lenders shall have the right to demand and receive payment of the principal of and the uterest on the Loans from money m the Debt Service Fund or the Debt Service Reserve Fund only if and to the extent the Loans are not converted to Term Loans pursuant to Section 2.2(d) of the Revolving Credit Agreement in amounts sufficient to pay the Loans in full according to their terms. :ODMA\MHODMA\Dallas;414796;4 I0/1 K/00:11:36AM -1 0- ARTICLE III AUTHORIZATION, GENERAL TERMS AND PROVISIONS RELATING TO THE NOTES Section 3 1 Authorization of the Notes. (a) Pursuant to the authority granted by Applicable Law, Initial Obligations shall be issued as commercial paper notes, to be entitled "Dallas-Fort Worth International Airport Joint Revenue Commercial Paper Notes, Series A" in any aggregate principal, provided that (i) the principal amount ofthe Notes that maybe Outstanding under this Ordinance, plus (ii) the unpaid principal amount of any Loans and Term Loans, exclusive of any portion of such principal that is borrowed for the purpose of paying interest on any Notes or prior Loans, shall never at any time, m the aggregate, exceed Five Hundred Million Dollars ($500,000,000). (b) The Notes may be issued and delivered for the general purposes of (i) financing Costs of the Airport which are Eligible Projects, (ii) paying the interest on previously issued Notes during the period of acquisition or construction of Eligible Projects and for one year thereafter, (iii) paying expenses of operation and maintenance of Eligible Projects during the estimated period of such acquisition and construction and for one year thereafter, (iv) during the period prior to the Maximum Maturity Date, refinancing, renewing or refunding Notes that have been previously issued, including the interest thereon, (v) paying the costs of issuance and reissuance of the Notes, including all applicable Administrative Expenses, and (vi) repaying the Loans and any Term Loans, if any, payable to the Lenders in the amounts and to the extent required by the terms of the Revolving Credit Agreement. (c) The designations of the Notes shall be made in accordance with the requirements of Section 4 1 and the "Foam of Instructions to the Issuing and Paying Agent" attached hereto as Exhibit D, and the proceeds of the Notes bearing the designation "Tax Exempt Notes (Non AMTj" shall be used for the general purposes described in subsection (b), above, but subject to the specific limitations provided in Section 4.2(iii). (d) The authorizations contained in this Section are all in accordance with and subject to the terms, conditions and limitations contained in this Ordinance. Section 3.2. Terms of the Notes. (a) Subject to Section 3 1 and 3 3, the Notes may be issued, sold and delivered by the Board from trine to time and m installments in such principal amounts as are determined and instructed by an Authorized Officer, but in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof, numbered as the Issuing and Paying Agent shall determine and maturing and becoming due and payable on the respective Stated Maturity Dates designated by the Authorized Officer at the time of sale, provided, however, that no Note shall (i) have a term m excess of two hundred seventy (270) days, (ii) have a Stated Maturity Date (A) that is not a Business Day, or (B) that is later than the Maximum Maturity Date, and (iii) bear interest at a rate greater than the Maximum Interest Rate. (b) Subject to compliance withthe applicable terms, limitations and procedures contained herein, the Notes shall be dated as of the date of their issuance (the "Note Date"), and shall bear interest at such rate per annum, computed on the basis of actual days elapsed and on a 365-day year, :ODMA\MHODMA\Dallas;414796;4 10/18/00:1 I :36AM -1 1 - as may be approved by the Authorized Officer at the time of the sale thereof. The Taxable Notes may be sold on a discount basis with the discount computed on the basis of actual days elapsed and on a 365-day year, as maybe approved by the Authorized Officer at the time of sale thereof. (c) The Notes shall be issued only in registered form, without interest coupons and may be registered to bearer Both principal of and interest on the Notes shall be payable in lawful money of the United States of America in same day funds, without exchange or collection charges to the Holders of the Notes upon presentation and surrender of the Notes at the corporate trust office of the Issuing and Paying Agent. (d) The Cities, the Board, and the Issuing and Paying Agent may treat the registered payee of a Note as the absolute owner of any such Note for the purpose of receiving payment thereof and for all purposes, and the Cities, the Board, and the Issuing and Paying Agent shall not be affected by any notice or knowledge to the contrary (e) Subject to the applicable terms, limitations and procedures contained herein, the Notes maybe sold in such manner at public or private sale as the Authorized Officer shall approve at the time of the sale thereof. Section 3 3 Form of the Notes. (a) The Notes and the Certificate of Authentication to appear on each of the Notes shall be substantially in the forms set forth as parts of Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are permitted or required by this Ordinance, and having 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 thereon as may, consistently herewith, be approved by an Authorized Officer (b) The Notes shall be pruned, lithographed or engraved or produced m any other similar manner, or typewritten, all as determined and approved by an Authorized Officer Section 3 4 Execution and Authentication. (a) The Notes shall be executed on behalf of the City of Dallas by its Mayor and countersigned by its City Manager and City Secretary, and on behalf of the City of Fort Worth by its Mayor and countersigned by its City Secretary and approved as to form and legality by its City Attorney The signatures of said officers may be manual or facsimile. Notes bearing the manual or facsimile signatures of individuals who are orwere the proper officers of the Cities on the date of execution thereof shall be deemed to be duly executed on behalf of the Cities, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of the initial sale and delivery or any subsequent sale, exchange and transfer of Notes authorized to be issued hereunder, all as authorized and provided in Applicable Law (b) No Note shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory, unless and until the Certificate of Authentication appearing thereon is executed by the Issuing and Pa}nng Agent by manual signature, and such certificate upon a Note shall be conclusive evidence that such Note has been duly certified and delivered. :ODMA\MHODMA\Dallas;414796;4 r~ 10/I X/00:11:36AM -1 rf - Section 3.5 Mutilated, Lost, Destroyed or Notes. If any Note shall become mutilated, the Cities, at the expense of the Holder thereof, shall execute and the Issuing and Paying Agent shall authenticate and deliver a new Note of like tenor in exchange and in substitution for the Note so mutilated, but only upon surrender to the Board of the Note so mutilated. If any Note is lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Board and the Issuing and Paying Agent and, if such evidence is satisfactoryto the Board and the Issuing and Paying Agent and indemnity satisfactory to the Cities and the Board and the Issuing and Paying Agent shall be given, then, at the expense of the Holder, the Cities shall execute and the Issuing and Paying Agent shall authenticate and deliver a new Note of like tenor in lieu of and in substitution for the Note so lost, destroyed or stolen. Neither the Cities, the Board, nor the Issuing and Paying Agent shall be required to treat both the original Note and any substitute Note as being Outstanding for the purpose of determining the principal amount of Notes which maybe issued and Outstanding hereunder, but both the original and the substitute Note shall be treated as one and the same. Section 3 6 Registration and Exchange. (a) The Issuing and Paying Agent shall keep a Note Register for the Notes at its principal trust office in which, subs ect to such reasonable regulations as it may prescribe, the Issuing and Paying Agent shall provide for the registration and transfer of the Notes m accordance with the terms of this Ordinance. (b) The Issuing and Paying Agent shall also maintain books of registration for the Notes at the offices of the Board in the State, which books of registration may be a copy of the Register and which shall be kept current by the Issuing and Paying Agent. (c) Notes maybe exchanged by the registered owners (or bearer for Notes registered to bearer) for other Notes of like tenor and character and of authorized denominations and having the same issue date, maturity and interest rate and of like aggregate principal amount as the Notes surrendered for exchange, upon surrender ofthe Notes to be exchanged at the principal corporate trust office of the Lssuing and Paying Agent. Whenever any Notes are so surrendered for exchange, the Issuing and Paying Agent shall deliver new Notes of like tenor and character as the Notes exchanged, registered to the original registered owner or any successor registered owner, or to bearer, executed on behalf of, and furnished by, the Cities to the registered owner or bearer thereof requesting the exchange. (d) The Cities, the Board, and the Issuing and Paying Agent may charge the registered owner or bearer of a Note a sum sufficient to reimburse them for any expenses incurred in making any exchange The Issuing and Paying Agent or the Crties and the Board may also require payment from the owner or bearer of the Note of a sum sufficient to cover any tax, fee or other governmental charge that maybe imposed m relation thereto Such charges and expenses shall be paid before any such new Note shall be delivered. (e) New Notes delivered upon any exchange shall evidence the same debt as the Notes surrendered, shall be secured by this Ordinance and shall be entitled to all of the security and benefits hereof to the same extent as the Notes surrendered. :ODMA\MHODMA\Dallas;414796;4 10/I H/00:11 36AM - 13 (f) The Cities reserve the right to change the exchange provisions at any time on or prior to the delivery of the Notes in order to comply with applicable laws and regulations of the State or of the United States of America in effect at the time of issuance thereof. The Issuing and Paying Agent shall be promptly notified of any change m the exchange provisions of the Notes. Section 3 7 Cancellation. All Notes which are surrendered to the Issuing and Paying Agent for the collection of the principal of and the interest thereon shall, upon payment, be canceled by the Issuing and Paying Agent, and the Issuing and Paying Agent forthwith shall transmit to the Board a certificate identifying such Notes and stating that such Notes have been duly canceled pursuant to the Securities Exchange Act of 1934 Section 3 8 Book-Entr~ystem. (a) hi lieu of the dehvery of the Notes m physical form, the Authorized Officer may direct that the Notes be delivered inbook-entry form through the facilities of DTC in the manner provided m this Section. In the event that the Notes are directed to be issued inbook-entry form, unless otherwise provided in the Representation Letter, the Notes shall be issued, respectively, in the form of a "Municipal Commercial Paper - TECP Master Note," (the "Master Note"). Upon dehvery, the ownership of such Note shall be registered on the Master Note Register (the "Note Register") to be kept by the Issuing and Paying Agent in the name of the payee of the Master Note and to contain schedules relating to the portions thereof that are Taxable Notes and Tax-Exempt Notes, AMT and Non-AMT, respectively (b) With respect to the Master Note, the Issuing and Paying Agent shall have no responsibility or obligation to any DTC Participant or to anyperson on behalf of which the participant holds an interest in the Master Note. Without limiting the generality of the immediately preceding sentence, the Issuing and Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, the Nominee or any DTC Participant with respect to any ownership interest in the Master Note, (ii) the delivery to any DTC Participant or any other person, other than the Holder of the Master Note, of any notice with respect to the Master Note, (iii) the payment to any DTC Participant or any other person, other than the Holder of the Master Note, as shown in the Note Register, of any amount with respect to principal, premium, if any, or interest on the Master Note, or (iv) any consent given or other action taken by the Depository as Holder of the Master Note The Issuing and Paying Agent may treat and consider the person in whose name the Master Note is registered as the absolute owner thereof for the purpose of payment of principal and interest thereon, for the purpose of giving notices wrth respect to the Master Note, for the purpose of registering transfers of ownership of the Master Note, and for all other purposes whatsoever The Issuing and Paying Agent shall pay the principal of and the interest on the Master Note only to the Holder of the Master Note or its respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to payment of principal of and interest on a Master Note to the extent of the sum or sums so paid. No person other than the Holder of the Master Note shall receive a Note evidencing the obligation of the Cities to make payments of principal and interest pursuant to this Ordinance. Upon delivery by the Depository to the Nominee of written notice to the effect that the Depository has determined to substitute a new Nominee in its place, such new Nominee shall become the Nominee hereunder for all purposes, and upon receipt of such a notice the Nominee shall promptly, but in no event later than :ODMA\MHODMA\Dallas;414796;4 10/I K/00:11:36AM -14- two (2) Business Days after receipt thereof, deliver a copy of the same to the Issuing and Paying Agent. (c) In order to qualify the Notes for the Depository's Book-Entry System, the Authonzed Officers are authorized to execute and deliver to a "Representation Letter"inform and substance requested by such Depository and approved by an Authorized Officer The execution and dehvery of the Representation Letter shall not m any way limit the provisions of subsection (b), above, or in any other way impose upon the Cities, the Board, or the Issuing and Paying Agent any obligation whatsoever with respect to persons having interests m the Notes other than the Holders of the Notes. In addition to the execution and dehvery of the Representation Letter, the Cities and the Board may take any other actions, not inconsistent with this Ordinance, to qualify the Notes for the Depository's book-entry program. (d) In the event either (i) the Depository determines not to continue to act as Depository for the Notes, or (ii) the Cities and the Board determine to terminate the Depository as such, then the Board shall thereupon discontinue the Book-Entry System with such Depository In such event, the Depository shall cooperate with the Cities and the Board and the Issuing and Paying Agent m the issuance of replacement Notes by providing the Issuing and Pa}nng Agent with a list showing the interests of the DTC Participants in the Notes, and by surrendering the Notes registered m the name of the Nominee, to the Issuing and Paying Agent on or before the date such replacement Notes are to be issued. The Depository, by accepting delivery of the Notes, agrees to be bound by the provisions of this subsection. If, prior to the termination of the Depository acting as such, the Cities and the Board fail to identify another qualified securities depository to replace the Depository, then the Notes shall no longer be required to be registered in the Note Register in the name of the Nominee, but shall be registered m whatever name or names the Holders of the Notes shall designate, in accordance with the provisions of this Section. (e) In the event the Cities determine that it is m the best interests of the beneficial owners of the Notes that they be able to obtain certificated Notes, the Cities may notify the DTC Participants of the availability of certificated Notes through the Depository In such event, the Issuing and Paying Agent will issue, transfer and exchange Notes as required by the Depository and others inappropriate amounts, and whenever the Depository m taking appropriate action (i) to make available one or more separate certificates evidencing the Notes to any Depository System Participant having Notes credited to its account with the Depository, or (ii) to arrange for another qualified securities depository to maintain custody of a single certificate evidencing Notes, all at the Board's expense. (f) Notwithstanding any other provision of this Ordinance to the contrary, so long as any Note is registered in the name of the Nominee, all payments with respect to principal of and interest and premium, if any, on such Notes and all notices with respect to such Notes shall be made and given, respectively, as provided in the Representation Letter described in subsection (c) of this Section or as otherwise instructed in writing by the Depositor Section 3 9 Issuing and Pang Agent. (a) The Cities agree to maintain and provide an Issuing and Paying Agent at all times while the Notes are Outstanding. The Issuing and Paying Agent shall be a national or state banking association or corporation organized and doing business under the :ODMA\MHODMA\Dnllav;414796;4 I on x~ooa 1:96AM -15- laws of the United States of America or of any state and authorized under such laws to exercise trust powers. Should a change in the Issuing and Paying Agent for the Notes occur, the Cities agree to promptly cause a written notice thereof to be published in a financial newspaper or journal of general circulation in the City of New York, New York, once during each calendar week for at least two calendar weeks. Such notice shall give the address of the successor Issuing and Paying Agent. A successor Issuing and Paying Agent maybe appointed without the consent of the Holders. (b) The Issuing and Paying Agent, upon request from the Cities or the Board, will provide a list of all Outstanding Notes setting forth the Principal Amount, the issue date, the Note number, the maturity date, the rate and amount of interest for each Outstanding Note (c) Amounts held by the Issuing and Paying Agent which represent principal of and interest on the Notes remaining unclaimed after the expiration of three years from the date such amounts have become due and payable shall be reported and disposed of by the Issuing and Paying Agent m accordance with the provisions of Applicable Law ARTICLE IV ISSUANCE, SALE, USES OF PROCEEDS, AND PAYMENT OF NOTES Section 4 1 Issuance and Sale of the Notes. (a) At any time after the Closing Date, but subject to the provisions of subsection (c) of this Section, the Issuing and Paying Agent shall authenticate and deliver Notes in the applicable form and substance attached hereto as Exhibit A1, A2, and A3 m accordance with telephonic, facsimile, computer or written instructions of an Authorized Officer delivered to the Issuing and Paying Agent m the manner specified herein. To the extent such instructions are not written, they shall be confirmed in wasting by an Authorized Officer within 24 hours. Said instructions shall be m the "Form of the listructions to the Issuing and Paying Agent," attached hereto as Exhibit D, and shall specify the principal amounts, the Note Dates, the Stated Maturity Dates, the rates of interest, the purchase price of the Notes being issued, and such other terms and conditions as may be fixed by an Authorized Officer at the time of sale of the Notes, and without the necessity of further action by the Cities or the Board. The instructions shall request the Issuing and Paying Agent to authenticate such Notes by the countersignature of its authorized officer or employee and deliver them upon receipt of payment in immediately available funds. (b) The representations, warranties and certifications made m such instructions shall be made for the benefit of and may be relied upon by the Issuing and Paying Agent, the Dealers, the Holders, and the Lenders. (c) Notwithstanding the provisions of subsection (a) of this Section, Notes shall not be authenticated and issued under this Ordinance unless, as certified by an Authorized Officer m the Form of Instructions to the Issuing and Paying Agent, the Revolving Credit Agreement is and remains in full force and effect, and, according to its terms, will provide Loans to the Board in amounts sufficient to pay the principal of, and the interest on, the Notes being issued on their Stated Maturity Date. :ODMA\MHODMA\Dnl lnz;414796;4 10/I K/00:11:36AM -16- (d) If, on any date on which the Board seeks to sell Notes m order to obtain funds for the purpose of paying the principal of andlor the interest on previously issued and Outstanding Notes, the Dealers are unable to sell the same on terms acceptable to the Board on the Stated Maturity Date of the Outstanding Notes, the Board shall by 12.30 p.m., New York time on such date, give a Notice of Loan to the Administrative Agent and obtain Loans from the Lenders in the required aggregate amount, subject to and in accordance with the Revolvuig Credit Agreement. The Board shall deliver to the Cities a copy of any Notice of Loan. Section 4.2. Proceeds of Sale of Notes. The proceeds of the sale of the Notes (net of all expenses and costs of sale and issuance) shall be applied m the following priority and for the following purposes. (i) The proceeds of all Notes shall be deposited to a Note Proceeds Account and used and applied m accordance with the provisions of Section 5.2(b) (ii) The proceeds of each Tax-Exempt Note (AMT), after providing at the time of issuance for the amounts required in subparagraph (i), above, shall be transferred and deposited uito appropriate accounts within the Construction Fund or the Debt Service Fund, as appropriate, and used and applied for any of the purposes specified m Section 3 1(b) and expended m accordance with the provisions of the Controlling Ordinances that, in the opinion of Bond Counsel, maybe paid with the proceeds of Obligations, the interest on which is exempt from federal income taxation under the Code. (ui) The proceeds of each Tax-Exempt Note (Non-AMT), after providing at the time of issuance for the amounts required in subparagraph (i), above, shall be transferred and deposited into appropriate accounts within the Construction Fund or the Debt Service Fund, as appropriate, and used only for those purposes described in Section 3 1(b) that, m the opinion of Bond Counsel, maybe paid with the proceeds of Obligations, the interest on which is exempt from federal income taxation underthe Code, without causing the Obligations to be "specified private activity bonds," the interest on which is subject to the "alternative minimum tax" under the provisions of the section 57(a)(5) of the Code. (iv) The proceeds of each Taxable Note, after providing at the time of issuance for the amounts required in subparagraph (i), above, shall be transferred and deposited into appropriate accounts within the Construction Fund or the Debt Service Fund, as appropriate, and used and applied for any of the purposes specified in Section 3 1(b) and expended in accordance with the provisions of the Controlling Ordinances. Section 4.3 Excess ProceedsintheConstructionFund. Any amounts constituting proceeds of the Notes remaining in the Construction Fund and not necessary for the payment of the Costs of the Airport or issuance costs, as authorized herein and in the Controlling Ordinances, shall be paid to the appropriate account of the Issuing and Paying Agent Fund for the Notes from which the :ODMA\MHODMA\Dnllav;414796;4 10/1 H/00:1 I :36AM -17- proceeds were derived and used for the payment of such maturities of the Notes coming due at such times as maybe selected by the Board. In the event no Notes are outstanding, any such proceeds in the Construction Fund, first, shall be used to repay any Outstanding Loans and Term Loans, and, second, shall be transferred and deposited into the Operating Revenue and Expense Fund, unless in the opinion of Bond Counsel such use would adversely affect the tax status of such Notes, in which case, the Board will use such proceeds in another manner permitted by Applicable Law Section 4 4 Payment of the Notes. Subject to the provisions of Section 2.2(b), the Board shall make available to the Issuing and Paying Agent, out of the Debt Service Fund or the Debt Service Reserve Fund, money sufficient to pay when due all amounts required to be paid by this Ordinance, the Controlling Ordinances, the Thirty-First Ordinance, the Outstanding Ordinances, and the Additional Supplemental Ordinances, if any, that authorize the issuance ofAddrtional Obligations, including specifically, all amounts due on or with respect to the Outstanding Notes. ARTICLE V CREATION OF SPECIAL FUNDS, APPLICATION OF MONEYS Section 5 1 Creation of Special Funds and Accounts. The Cities hereby create (i) the Issuing and Paying Agent Fund, and Note Proceeds Accounts and other accounts as required as separate accounts within the Issuing and Paying Agent Fund, and (ii) the Rebate Fund. Section 5.2 Issuin aig id Pang Agent Fund. (a) The Issuing and Paying Agent Fund shall be held by the Issuing and Paying Agent for the exclusive benefit of the Holders of Notes, and shall be administered pursuant to the terms of this Section and of the Issuing and Paying Agent Agreement. (b) Amounts deposited to a Note Proceeds Account, as required in Section 4.2(i), together with any other funds of the Cities or the Board deposited therein, shall be applied to the following purposes m the following order (i) first, to the payment of principal and interest then due on the Notes, and (ii) second, as required by subparagraphs (ii) and (iii) of Section 4.2. (c) Amounts received by the Board from Loans, if any, shall be deposited to separate accounts within the Issuing and Paying Agent Fund, and shall be used solely for the purpose of paying the principal of and interest on Notes on their Stated Maturity Dates Section 5.3 Rebate Fund. All money at any time deposited in the Rebate Fund in accordance with the provisions of the Federal Tax Certificate shall be held by the Board as a separate special account or fund in trust for payment to the United States of America, and neither the Cities, the Board, any Holder or the Lenders shall have auy rights in or claim to such money All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Ordinance and by the Federal Tax Certificate. Money shall not be transferred from the Rebate Fund except in accordance with the Federal Tax Certificate. Any amounts remaining in the Rebate Fund and not necessary for the payment of amounts to the United States of America in accordance with the Federal Tax Certificate shall be transferred, in accordance with instructions from the Board, to the Construction Fund, to the Note Proceeds Account, and/or to the Debt Service Fund. :ODMA\MHODMA\Dallaa;414796;4 p 10/1 R/00:11:36AM - 1O- Section 5 4 Investment Limitations. (a) Except as hereinafter provided, amounts on deposit m the funds and accounts hereunder shall be invested in Investment Securities as directed by the Board, subject to the restrictions imposed by this Section and by Article VI hereof. (b) Amounts on deposit in any Note Proceeds Account, and m any separate account holding the proceeds of Loans other than Term Loans, shall be used solely for the purpose of paying the principal of and the interest on Notes at their Stated Maturity and shall be held by the Issuing and Paying Agent uninvested and in trust for the exclusive benefit of the Holders of Notes separate and apart from all other funds of the Cities, the Board, or the Issuing and Paying Agent. (c) Any other amounts on deposit m the Issuing and Paying Agent Fund shall be invested in direct obligations of the United States of America maturing no later than the earlier of the date on which funds so invested are needed for the purposes specified herein and thirty (30) days after the date on which such securities are purchased, or m money market mutual funds regulated by the Securities and Exchange Commission, consisting entirely of direct obligations of the United States of America or repurchases thereof, having adollar-weighted average stated maturity of 90 days or fewer, and an investment objective of maintaining a stable net asset value of $1 for each share. ARTICLE VI SPECIAL COVENANTS RELATING TO THE NOTES Section 6 1 Tax-Exempt Notes to Remain Exempt from Federal Income Tax. (a) In order to maintain the exclusion from gross income of the interest on the Tax-Exempt Notes for federal income tax purposes, the Cities authorize and direct the Board to make all calculations required by section 148 of the Code, including, but not hmrted to, the calculation of rebate, m a reasonable and prudent fashion and to segregate and set aside the lawfully available amounts that such calculations indicate may be required to be paid to the United States of America. The Cities further authorize the Board at all times to do and perform all acts and things within its power and authority necessary to complywith each applicable requirement of Section 103 and Sections 141 through 150 of the Code The Cities agree to periodically execute or cause to be executed a Federal Tax Certificate as may be required by the Code, m the opinion of Bond Counsel, and the Forms 8038 or 8038-G, or any other forms designated by the Internal Revenue Service in substitution thereof. In furtherance of the foregoing, the Cities authorize the Board to execute annually, or at any other time necessary in the opinion of Bond Counsel, a Federal Tax Certificate and Forms 8038 or 8038-G necessary to assure the tax-exempt status of the Tax-Exempt Notes. (b) The Cities covenant to, and the Board shall, refrain from any action which would adversely affect, and to take such action (including the providing and enforcement of certain covenants in any document granting a leasehold interest in, or contract for management of the prof ect) as is necessary to assure, the treatment of the Tax-Exempt Notes (AMT) as obligations described in section 103(a) of the Code; the uterest on which is not includable m the "gross income" of the owner thereof for purposes of federal income taxation (other than the gross income of a "substantial user" of the project or a "related person" to such a "substantial user", within the meaning of the Code) lii particular, but not byway of hmrtation thereof, the Cities covenant as follows :ODMA\MHODMA\Dal las;414796;4 10/I K/00:11:36AM -19 - (i) to take such action to assure that the Tax-Exempt Notes (AMT) are "exempt facility bonds", as defined m section 142(a) of the Code, at least 95 percent of the proceeds of which are used to provide "airports" (within the meaning of said section 142(a) of the Code) or property functionally related and subordinate to such facilities, (ii) to ensure that at all times during the term of the Tax-Exempt Notes (AMT) that the property provided with the proceeds thereof be treated as governmentally owned within the meaning of section 142(b) of the Code, (iii) to refrain from taking any action that would result m the Tax-Exempt Notes (AMT) being "federally guaranteed" within the meaning of section 149(b) of the Code, (iv) to refrain from using any portion of the proceeds of the Tax-Exempt Notes (AMT), chrectly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined m section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Tax-Exempt Notes (AMT), other than investment property acquired with - (A) the proceeds ofthe Tax-Exempt Notes (AMT) invested for a reasonable temporary period or, until such proceeds are needed for the purpose for which the Tax-Exempt Notes (AMT) are issued, (B) proceeds of amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1(b) of the Regulations, and (C) 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, m the case of a discount, the issue price) of the Tax-Exempt Notes (AMT) (as defined in section 148(d)(3)(D) of the Code); (v) to otherwise restrict the investment of the proceeds of the Bonds or amounts treated as proceeds of the Tax-Exempt Notes (AMT), as inay be necessary, to satisfy the requirements of section 148 of the Code (relating to arbitrage), (vi) to use no more than two percent of the proceeds of the Tax-Exempt Notes (AMT) for the payment of costs of issuance of the Tax-Exempt Notes (AMT); :ODMA\MHODMA\Dallaa;414796;4 10/I H/00:11:%AM -20- (vii) to use no portion of the proceeds of the Tax-Exempt Notes (AMT) to provide any airplane, sky-box or other pnvate luxury box, facility primarily used for gambling or store the principal business of which is the sale of alcoholic beverages for consumption off-premises, and (viii) to comply with the limitations imposed by section 147(c) of the Code (relating to the limitation of the use of proceeds to acquire land) and section 147(d) of the Code (relating to restrictions on the use of bond proceeds to acquire existing buildings, structures or other property). (c) The Cities covenant to, and the Board shall, refrain from any action which would adversely affect, or to take such action to assure, the treatment of the Tax-Exempt Notes (Non-AMT) as obligations described m section 103 of the Code, the interest on which is not includable m the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Cities covenant as follows (i) to take any action to assure that no more than 10 percent of the proceeds of the Tax-Exempt Notes (Non-AMT) (less amounts deposited to a reserve fund, if any) are used for any "pnvate business use," as defined m section 141(b)(6) of the Code or, if more than 10 percent of the proceeds are so used, such amounts, whether or not received by the Cities, with respect to such pnvate business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Tax-Exempt Notes (Non-AMT), in contravention of section 141(b)(2) of the Code, (ii) to take any action to assure that in the event that the "pnvate business use" described m subsection (a) hereof exceeds 5 percent of the proceeds of the Tax-Exempt Notes (Non-AMT) less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used fora "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the govenunental use, (iii) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Tax-Exempt Notes (Non-AMT) (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (iv) to take any action to assure that no more than 5 percent ofthe proceeds of the Tax-Exempt Notes (Non-AMT) are used to provide any output facility (other than a facility for furnishing water) with respect to which there is any "private business use" as more fully set forth in section 141(b)(3) of the Code, :ODMA\MHODMA\Dallas;414796;4 10/I K/00:11:76AM '21- (v) to refrain from taking any action which would otherwise result in the Tax-Exempt Notes (Non-AMT) being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (vi) to refrain from taking any action that would result in the Tax-Exempt Notes(Non-AMT) being "federallyguaranteed" wrthinthe meaning of section 149(b) of the Code, (vii) to refrain from using any portion of the proceeds of the Tax-Exempt Notes (Non-AMT), directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined m 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 - (A) proceeds of the Tax-Exempt Notes (Non-AMT) invested for a reasonable temporary period of 3 years or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1 148-1(b) ofthe Treasury Regulations, and (C) amounts deposrted in 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 price) of the Bonds, and (vui) to otherwise restrict the use of the proceeds of the Tax-Exempt Notes (Non-AMT) or amounts treated as proceeds of the Tax-Exempt Notes (Non-AMT), as maybe necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage), section 149(g) of the Code (relating to hedge bonds), and, to the extent applicable, section 149(d) of the Code (relating to advance refundings). (d) The Cities represent and covenant that they will not, and the Board shall not, expend, or permit to be expended, the proceeds of the Notes in any manner inconsistent with its reasonable expectations as certified in the Federal Tax Certificates to be executed from hme to time with respect to the Tax-ExemptNotes, provided, however, thatthe Cities may expend proceeds oftheTax-Exempt Notes m airy manner if the Cities first obtain an unqualified opinion of Bond Counsel that such expenditure will not impair the exemption from federal income taxation of interest paid on the Notes. The Cities hereby elect to treat those Tax-Exempt Notes (AMT) redeemed during each eighteen-month period as one "issue" and to treat those Tax-Exempt Notes (Non-AMT) redeemed dunng each eighteen-month period as one "issue" m accordance with the provisions of section 148(f)(3) of the Code, unless otherwise provided in the Federal Tax Certificate. :ODMA\MHODMA\Dnllas;414796;4 I on xioo:l 1:36AM -22- Section 6.2. Taxable Notes Reporting Requirement. Subject to certain exceptions, the Cities shall assure that the Issuing and Paying Agent agrees to comply with any requirements of the Code that the interest payments made to the Holders with respect to the Taxable Notes will be reported to such Holders and/or to the Internal Revenue Service and that, to the extent required by the Code, the Taxable Notes will comply with the requirements for the withholding of taxes. Section 6 3 Notices to Rating_A eg ncies. The Board, on behalf of the Cities, shall give immediate written notice to Moody's, S&P, and Fitch of the occurrence of any of the following events (i) the resignation or removal of the Dealers, (ii) the resignation or removal of the Issuing and Paying Agent; (iii) any material modification or amendment to this Ordinance, the Revolving Credit Agreement, the Issuing and Paying Agent Agreement or the Dealer Agreement; (iv) the resignation or removal of any Lender and the replacement thereof under the Revolving Credit Agreement or the termination thereof; or (v) the occurrence of any "Event of Default" under Section 7 1 of the Revolving Credit Agreement. ARTICLE VII THE ISSUING AND PAYING AGENT Section 7 1 Duties, Immunities, and Liabilities of Issuing and Paying A eg_nt. (a) The Cities appoint Bank One, National Association, as Issuing and Paying Agent. The Issuing and Paying Agent shall perform such duties and only such duties as are specifically set forth in the Issuing and Paying Agent Agreement and, except to the extent required by law, no implied covenants or obligations shall be read into this Ordinance against the Issuing and Paying Agent. The Issuing and Paying Agent shall, during the existence of any event of default under the Controlling Ordinances (which has not been cured), exercise such of the rights and powers vested in rt by the Issuing and Paying Agent Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances m the conduct of such person's own affairs. (b) The Board, acting on behalf of the Cities, may remove the Issuing and Paying Agent at any time, and the Board shall remove the Issuing and Paying Agent if at any time the Issuing and Paying Agent shall cease to be eligible in accordance with subsection (e) of this Section, or shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Issuing and Paying Agent or its property shall be appointed, or any public officer shall take control or charge of the Issuing and Paying Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, m each case by giving written notice of such removal to the Issuing and :ODMA\MHODMA\Dallas;414796;4 ~~1 RPo~:,, :76AM -23 - Paying Agent, and thereupon shall appoint a successor Issuing and Paying Agent by an instrument in writing. (c) The Issuing and Paying Agent may at any time resign by giving written notice of such resignation to the Board. Upon receiving such notice of resignation, the Board shall promptly appoint a successor Issuing and Paying Agent, approved m writing by the Lenders, by an instrument in writing, a copy of which shall be promptly delivered to the Lenders. (d) The Issuing and Paying Agent shall not be relieved of its duties hereunder until a successor Issuing and Paying Agent has accepted appointment as and has assumed the duties of Issuing and Paying Agent hereunder Any removal or resignation of the Issuing and Paying Agent and appointment of a successor Issuing and Paying Agent shall become effective upon acceptance of appointment by the successor Issuing and Pa}nng Agent. Any successor Issuing and Paying Agent shall signify rts acceptance of such appointment by executing and delivering to its predecessor Issuing and Paying Agent a written acceptance thereof, and thereupon such successor Issuing and Paying Agent, without any further act, deed or conveyance, shall become vested with all duties and obligations of such predecessor Issuing and Paying Agent, with like effect as if originally named Issuing and Paying Agent herein, but, nevertheless, at the request of the successor Issuing and Paying Agent, such predecessor Issuing and Paying Agent shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Issuing and Paying Agent all the powers of such predecessor Issuing and Paying Agent and shall pay over, transfer, assign and deliver to the successor Issuing and Paying Agent any money or other property subject to the conditions herein set forth. Upon request of the successor Issuing and Paying Agent, the Board, acting on behalf of the Cities, shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting m and confirming to such successor Issuing and Paying Agent all such moneys, properties, rights, powers, duties and obligations. (e) The Issuing and Paying Agent and any successor Issuing and Paying Agent shall be a trust company or bank having the powers of a trust company authorized to perform corporate trust services m New York, New York, having a combined capital and surplus of at least fifty million dollars ($50,000,000), and subject to supervision or examination by federal or state authority If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in rts most recent report of condition so published. Incase at any time the Issuing and Paying Agent shall cease to be eligible in accordance with the provisions of this subsection 7 I(e), the Issuing and Paying Agent shall resign immediately in the manner and with the effect specified in this section. Section 7.2 Merger or Consolidation. Any company into which the Issuing and Paying Agent maybe merged or converted or with which rt may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Issuing and Pa}nng Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under subsection (e) of Section 7 1, shall be the successor :ODMA\MHODMA\Dallns;414796;4 loilxioo:n:3eAM -24- to such Issuing and Paying Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. Section 7 3 Right of Issum ag nwing Agent to Rely Upon Documents. (a) The Issuing and Paying Agent shall have the right to rely and to act upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Issuing and Paying Agent may consult with counsel, who may be counsel of or to the Cities or the Board with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Issuing and Paying Agent shall not be liable hereunder except for its negligence or intentional misconduct. (b) The Issuing and Paying Agent shall not be bound to recognize any person as the Holder of a Note unless and until such Note is submitted for inspection, if required, and his or her title thereto is satisfactorily established, if disputed. (c) Whenever m the administration of the duties imposed upon rt by this Ordinance the Issuing and Paying Agent shall deem rt necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate, and such Certificate shall be full warrant to the Issuing and Paying Agent for any action taken or suffered m good faith under the provisions of this Ordinance m reliance upon such Certificate, but m its discretion the Issuing and Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as rt may deem reasonable. Section 7 4 Preservation and Inspection of Documents. The Issuing and PayingAgent shall at all times keep, or cause to be kept, proper books of record and account prepared in accordance with trust accounting standards, in which complete and accurate entries shall be made of all transactions relating to the receipt, investment, disbursement, allocation and application of the proceeds of the Notes. Such books of record and account shall be available for inspection by the Cities, the Board, the Lenders, and any Holder of a Note, or an agent or representative duly authorized in writing, at reasonable hours, and under reasonable circumstances. ARTICLE VIII APPROVAL OF DOCUMENTS Section 8 1 Approval of Revolving Credit Agreement. (a) The Revolving Credit Agreement, in substantially the form attached hereto as Exhibit B, is hereby approved and accepted. The rights and obligations of the Lenders under the Revolving Credit Agreement shall be those specified herein and in the Revolving Credit Agreement. (b) The respectroe officials of the Cities and of the Board, whose names appear thereon, are authorized to execute and deliver the Revolving Credit Agreement to the Administrative Agent and the Lenders on and as of the Closing Date, with such changes therein as such officers shall deem :ODMA\MHODMA\Dnilav;414796;4 I O/1 K/00:11:36AM '25' appropriate and in the best interests of the Cities and the Board, as conclusively evidenced by their execution thereof. (c) The Authorized Officers, acting on behalf of the Board and the Cities, are authorized to exercise any rights reserved by or granted to the Cities and the Board under the Revolving Credit Agreement, including, but not limited to, the giving of notices thereunder, requesting extensions of the Revolving Credit Maturity Dates, requesting that Loans be converted to Term Loans, and executing and delivering Loan Notes thereunder Section 8.2. Approval of Issuing and Pang A egg nt Agreement. (a) The Issuing and Paying Agent Agreement, in substantially the form attached hereto as Exhibit E, is hereby approved and accepted. (b) The respective officials of the Cities and of the Board, whose names appear thereon, are authorized to execute and deliver the Issuing and Paying Agent Agreement to the Issuing and Paying Agent on and as of the Closing Date, with such changes therein as such officers shall deem appropriate and m the best interests of the Cities and the Board, as conclusively evidenced by their execution thereof. (c) The Authorized Officers, acting on behalf of the Board and the Cities, are authorized to exercise any rights reserved by or granted to the Cities and the Board under the Issuing and Paying Agent Agreement. Section 8 3 Approval of Dealer Agreements. (a) The Dealer Agreements, m substantially the forms attached hereto as Exhibits C 1 and C2, respectively, are hereby approved and accepted. (b) The respective officials of the Cities and of the Board, whose names appear thereon, are authorized to execute and deliver the Dealer Agreements to the Dealers on and as of the Closing Date, with such changes therein as such officers shall deem appropriate and in the best interests of the Cities and the Board, as conclusively evidenced by their execution thereof. (c) The Authorized Officers, acting on behalf of the Board and the Cities, are authorized to exercise any rights reserved by or granted to the Cities and the Board under the Dealer Agreements. (d) The Authorized Officers are hereby authorized, if appropriate, to execute and deliver on behalf of the Cities and the Board co-dealer agreements having substantially the terms set forth in the Dealer Agreements. Section 8 4 Approval of Offerm~ Memorandum. The Offering Memorandum relating to the Notes presented at the meeting at which this Ordinance was adopted is hereby approved and the Dealers are authorized to use such Offering Memorandum, subject only to any changes that are approved by the Authorized Officers and the City Attorney of each of the Cities. The Board is directed to cause the Offering Memorandum to be updated as necessary in order to comply with applicable securities law requirements with respect to the Notes and the Airport in connection with the offering of the Notes for sale. :ODMA\MHODMA\Dallas;414796;4 10/1 K/00:11.36AM -26- Section 8 5 TEFRA Approval. The Authorized Officers and each of them are authorized to take all actions necessary and/or appropriate for the purpose of satisfying Section 147 of the Code, including, but not limned to, conducting a public hearing relating to the Notes, and the Mayors of the Cities are hereby authorized to approve the issuance of the Notes and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code. Section 8 6 Further Action. The Authorized Officers and each of them are authorized, empowered and directed to execute such other documents in addition 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 ofthis Ordinance, including, without limitation, the execution, whenrequired or appropriate m fulfilling the terms of this Ordinance, of the foam of histructions to the Issuing and Paying Agent attached hereto as Exhibit D Section 8 7 Opinion of Bond Counsel. The Cities shall cause the legal opinion of Bond Counsel, as to validity of the Notes and as to the interest on any Tax-Exempt Notes to be furnished to any Holder of a Note without cost. ARTICLE IX SEVERABILITY AND EFFECTIVE DATE Section 9 1 Severabilitv If airy Section, paragraph, clause or provision of this Ordinance shall be 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. Section 9.2. Effective Date. This Ordinance, shall be in full force and effect on and after the date on which it is duly passed by the City Council of each of the Cities. (Verification Pages Follow) :ODMA\MHODMA\Dallns;414796;4 10/I K/00:11:36AM -27- APPROVED AND PASSED BY THE DALLAS CITY COUNCIL THIS OCTOBER , 2000 APPROVED AS TO FORM. City Attorney, City of Dallas, Texas :ODMA\MHODMA\Dallac;414796;4 10/I K/00:11:76AM PASSED BY THE FORT WORTH CITY COUNCIL THIS OCTOBER , 2000 Mayor, City of Fort Worth, Texas (Seal) ATTEST. City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas :ODMA\MHODMA\Dnlla¢;414796;4 10/1 H/00:11:76AM 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 Ordinance that was duly presented and passed by the City Council of the City of Dallas, at a regular meeting held on October , 2000, which ordinance is duly of record in the minutes of said City Council and 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, Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this _ day of October, 2000 City Secretary, City of Dallas, Texas (SEAL) :ODMA\MHODMA\Dnlias;414796;4 10/1 H/00: t t :36AM THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Glona Pearson, City Secretary of the Crty 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 October, 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, Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this- day of October, 2000 City Secretary, City of Fort Worth, Texas (SEAL) :ODMA\MHODMA\Dallns;414796;4 10/1 H/00:11:76AM EXHIBIT Al DALLAS-FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE TAX-EXEMPT COMMERCIAL PAPER NOTE, SERIES A (AMT) No Principal Amount: Interest Rate Interest Amount: Note Date: Stated Maturity Date Number of Days The Cities of Dallas and Fort Worth, Texas ("Cities"), FOR VALUE RECEIVED, hereby promise to pay, solely from the sources hereinafter stated, to the order of the bearer of this Note (or the named payee) on the Stated Maturity Date, the Principal Amount of this Note, together with interest thereon, at the Interest Rate computed on the actual number of days elapsed over a 365 day year, from the Note Date to the Stated Maturity Date, said principal and interest being payable m lawful money of the United States of America at the corporate trust office of the Issuing and Paying Agent executing the "Certificate of Authentication" endorsed hereon and appearing below, or its successor at the corporate trust office of such successor The Note Date, the Stated Maturity Date, the Principal Amount, and the Interest Rate, as used in this paragraph, shall be as set forth above This Note is one of an issue of commercial paper notes (the "Tax-Exempt Notes (AMT)") of the Cities, which have been duly authorized and issued in accordance with Applicable Law and the provisions of the Thirty-Second Supplemental Concurrent Bond Ordinance (the "Ordinance"), relating to the Dallas-Fort Worth International Airport (the "Airport"), and with the provisions of the ordinances described in the Ordinance as the "Controlling Ordinances" (all of the same being herein defined as the "Ordinances"). The Tax-Exempt Notes (AMT) are being issued for the purposes of financing certain Costs of the Airport and of refinancing, renewing and refunding previously issued Tax-Exempt Notes (AMT) and for other purposes, all pursuant to and m accordance with the provisions of the Ordinances Defined terms in the Ordinances are incorporated and used herein and have the meanings assigned to them in the Ordinances. The Holder takes and accepts this Tax-Exempt Note (AMT) subject to the terms, provisions and conditions of the Ordinances. This Tax-Exempt Note (AMT) and certain other Obligations and Parity Credit Agreement Obligations are payable from and are equally secured by a lien on and pledge of (i) the Pledged Revenues, (ii) the Pledged Funds, and (iii) amounts held in the Issuing and Paying Agent Fund. Thrs Tax-Exempt Note (AMT) is payable solely from the sources herein above identified securing the payment thereof and the Tax-Exempt Notes (AMT) do not constitute a legal or equitable pledge, charge, lien or encumbrance upon any other property ofthe Cities or the Board, and the holder hereof shall never have the right to demand payment of this obligation from any sources or properties of the Cities or the Board except as so identified. :ODMA\MHODMA\Dallaa;414796;4 10/1 K/00:11:3GAM A 1- 1 It is hereby certified and recited that all acts, conditions and things required bylaw and the Ordinances to exist, to have happened and to have been performed precedent to and m conjunction with the issuance of this Tax-Exempt Note (AMT), do exist, have happened and have been performed m regular and m due time, form and manner as required by law and that the principal amount of this Tax-ExemptNote (AMT), togetherwith the principal amount of all other previously issued Notes that are now outstanding, do not exceed the maximum principal amount of Notes permitted to be issued and outstanding under the Ordinances. This Tax-Exempt Note (AMT) has all the qualities and incidents of a negotiable instrument under the laws of the State of Texas. This Note shall not be entitled to any benefit under the Ordinances or be valid or become obligatory for any purpose until this Tax-Exempt Note (AMT) shall have been authenticated by the execution by the Issuing and Paying Agent of the Certificate of Authentication hereon. 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 Note 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 (Execution and Authentication Pages Follow) :ODMA\MHODMA\Dallas;414796;4 10/1 %/00:11:36AM A 1-2 COUNTERSIGNED• City Manager, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED• City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY. City Attorney, City of Fort Worth, Texas Mayor, Crty of Dallas, Texas Mayor, City of Fort Worth, Texas :ODMA\MRODMA\Dallas;414796;4 I O/l A/00:11 36AM A 1-3 ISSUING AND PAYING AGENT'S CERTIFICATION OF AUTHENTICATION This Note is one of the Notes delivered pursuant to the Ordinances. Bank One, National Association Chicago, Illinois, as Issuing and Paying Agent By: Authorized Signatory :ODMA\MHODMA\Dallaa;414796;4 1 oil siooa 1:J6AM A 1-4 EXHIBIT A2 DALLAS-FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE TAX EXEMPT COMMERCIAL PAPER NOTE, SERIES A (Non-AMT) No ** Principal Amount: Interest Rate: Interest Amount: Note Date: Stated Maturity Date Number of Days._ The Cities of Dallas and Fort Worth, Texas ("Cities"), FOR VALUE RECEIVED, hereby promise to pay, solely from the sources hereinafter stated, to the order of the bearer of this Note (or the named payee) on the Stated Maturity Date, the Pnncipal Amount of this Note, together with interest thereon, at the Interest Rate computed on the actual number of days elapsed over a 365 day year, from the Note Date to the Stated Maturity Date, said principal and interest being payable m lawful money of the United States of America at the corporate trust office of the Issuing and Paying Agent executing the "Certificate of Authentication" endorsed hereon and appearing below, or rts successor at the corporate trust office of such successor The Note Date, the Stated Maturity Date, the Principal Amount, and the Tnterest Rate, as used in this paragraph, shall be as set forth above. This Note is one of an issue of commercial paper notes (the "Tax-Exempt Notes (Non-AMT)") of the Cities which have been duly authorized and issued in accordance with Applicable Law and the provisions of the Thirty-Second Supplemental Concurrent Bond Ordinance (the "Ordinance"), relating to the Dallas-Fort Worth International Airport (the "Airport"), and with the provisions of the ordinances described in the Ordinance as the "Controlling Ordinances" (all of the same being herein defined as the "Ordinances") The Tax-Exempt Notes (Non-AMT) are being issued for the purposes of financing certain Costs of the Airport and of refinancing, renewing and refunding previously issued Tax-ExemptNotes (Non-AMT) and for other purposes, all pursuant to and m accordance with the provisions of the Ordinances. Defined terms m the Ordinances are incorporated and used herein and have the meanings assigned to them in the Ordinances. The Holder takes and accepts this Note subject to the terms, provisions and conditions of the Ordinances. This Tax-Exempt Note (Non-AMT) and certain other Obligations and Parity Credit Agreement Obligations are payable from and are equally secured by a hen on and pledge of (i) the Pledged Revenues, (ii) the Pledged Funds, and (iii) amounts held in the Issuing and Paying Agent Fund. This Tax-Exempt Note(Non-AMT) is payable solely from the sources herein above identified securing the payment thereof and the Tax-Exempt Notes (Noii-AMT) do not constitute a legal or equitable pledge, charge, lien or encumbrance upon any other property of the Cities or the Board, and :ODMA\MHODMA\Dallas;414796;4 10/1 H/00:1 I :36AM AZ-1 the holder hereof shall never have the right to demand payment of this obligation from any sources or properties of the Cities or the Board except as so identified. It is hereby certified and recited that all acts, conditions and things required by law and the Ordinances to exist, to have happened and to have been performed precedent to and m conjunction with the issuance of this Tax-Exempt Note (Non-AMT), do exist, have happened and have been performed in regular and in due time, form and manner as required by law and that the principal amount of this Tax-Exempt Note (Non-AMT), together with the principal amount of all other previously issued Notes that are now outstanding, do not exceed the maximum principal amount of Notes permitted to be issued and outstanding under the Ordinances. This Tax-Exempt Note (Non-AMT) has all the qualities and incidents of a negotiable instrument under the laws of the State of Texas. This Tax-Exempt Note (Non-AMT) shall not be entitled to any benefit under the Ordinances or be valid or become obligatory for any purpose until this Tax-Exempt Note (Non-AMT) shall have been authenticated by the execution by the Issuing and Paying Agent of the Certificate of Authentication hereon. 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 Note 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 (Execution and Authentication Pages Follow) :ODMA\MHODMA\Dallas;414796;4 10/I K/00:1 1 76AM A2-2 COUNTERSIGNED• City Manager, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY. City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas :ODMA\MHODMA\Dallaz;414796;4 10/1 H/00:11:36AM AZ-3 ISSUING AND PAYING AGENT'S CERTIFICATION OF AUTHENTICATION This Note is one of the Notes delivered pursuant to the Ordinances. Bank One, National Association Chicago, Illinois, as Issuing and Paying Agent By: Authorized Signatory :ODMA\MHODMA\Dallas;414796;4 ,o~1H~oo:11:~bAM A2-4 EXHIBIT A3 DALLAS-FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE TAXABLE COMMERCIAL PAPER NOTE, SERIES A No. ** Principal Amount: hnterest Rate. Interest Amount: Note Date: Stated Maturity Date Number of Days._ The Cities of Dallas and Fort Worth, Texas ("Cities"), FOR VALUE RECEIVED, hereby promise to pay, solely from the sources hereinafter stated, to the order of the bearer of this Note (or the named payee) on the Stated Maturity Date, the Principal Amount of this Note, together with interest thereon, at the Interest Rate computed on the actual number of days elapsed over a 365 day year, from the Note Date to the Stated Maturity Date, said principal and interest being payable in lawful money of the United States of America at the corporate trust office of the Issuing and Paying Agent executing the "Certificate of Authentication" endorsed hereon and appearing below, or its successor at the corporate trust office of such successor The Note Date, the Stated Maturity Date, the Principal Amount, and the Interest Rate, as used in this paragraph, shall be as set forth above [insert, if applicable No interest is payable on the principal of this Note, either before or after the maturity date thereof.] This Note is one of an issue of commercial paper notes (the "Taxable Notes") of the Cities which have been duly authorized and issued in accordance with Applicable Law and the provisions of the Thirty-Second Supplemental Concurrent Bond Ordinance (the "Ordinance"), relating to the Dallas-Fort Worth International Airport (the "Airport"), and with the provisions of the ordinances described m the Ordinance as the "Controlling Ordinances" (all of the same being herein defined as the "Ordinances") The Taxable Notes are being issued for the purposes of financing certain Costs of the Airport and of refinancing, renewing and refunding previously issued Taxable Notes and for other purposes, all pursuant to and in accordance with the provisions of the Ordinances. Defined terms in the Ordinances are incorporated and used herein and have the meanings assigned to them m the Ordinances. The Holder takes and accepts this Note subject to the terms, provisions and conditions of the Ordinances. This Taxable Note and certain other Obligations and Parity Credit Agreement Obligations are payable from and are equally secured by a lien on and pledge of (i) the Pledged Revenues, (ii) the Pledged Funds, and (iii) amounts held in the Issuing and Paying Agent Fund. This Taxable Note is payable solely from the sources hereinabove identified securing the payment thereof and the Notes do not constitute a legal or equitable pledge, charge, lien or encumbrance upon any other property of the Cities or the Board, and the holder hereof shall never :ODMA\MHODMA\Dal1x4;414796;4 10/I K/00:1 I :96AM A3 -1 have the right to demand payment of this obligation from any sources or properties of the Cities or the Board except as so identified. It is hereby certified and recited that all acts, conditions and things required bylaw and the Ordinances to exist, to have happened and to have been performed precedent to and in conjunction with the issuance of this Taxable Note, do exist, have happened and have been performed m regular and in due time, fore and manner as required by law and that the principal amount of this Taxable Note, together with the principal amount of all other previously issued Notes that are now outstanding, do not exceed the maximum principal amount of Notes permitted to be issued and outstanding under the Ordinances. This Taxable Note has all the qualities and incidents of a negotiable instrument under the laws of the State of Texas. This Taxable Note shall not be entitled to any benefit under the Ordinances or be valid or become obligatory for any purpose until this Taxable Note shall have been authenticated by the execution by the Issuing and Paying Agent of the Certificate of Authentication hereon. 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 Note to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of rts 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 rts Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to fore and legality by its City Attorney (Execution and Authentication Pages Follow) :ODMA\MHODMA\Dnllav;414796;4 10/1 K/00:11:36AM A 3-2 COUNTERSIGNED: City Manager, Mayor, City of Dallas, Texas City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED. City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY City Attorney, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas :ODMA\MHODMA\Dnilas;414796;4 10/1 K/00:11:36AM A3 -3 ISSUING AND PAYING AGENT'S CERTIFICATION OF AUTHENTICATION This Note is one of the Notes delivered pursuant to the Ordinances. Bank One, National Association Chicago, Illinois, as Issuing and Paying Agent By: Authorized Signatory :ODMA\MHODMA\Dnllav;414796;4 10/1 H/00:11:36AM A3 -4 EXHIBIT B FORM OF REVOLVING CREDIT AGREEMENT (The form of Revolving Credit Agreement is attached and follows this page and is incorporated herein) :ODMA\MHODMA\Dallns;414796;4 10/1 H/00:1 I :76AM B' 1 EXHIBIT Cl FORM OF DEALER AGREEMENT (The form of Dealer Agreement is attached and.follows this page and is incorporated herein) :ODMA\MHODMA\Dnllas;414796;4 10/1 H/00:11:96AM C 1 -1 EXHIBIT C2 FORM OF DEALER AGREEMENT (The form of Dealer Agreement is attached, follows this page and is incorporated Iterein) :ODMA\MHODMA\Dallas;414796;4 ry~ 10/I H/00:11.36AM 1. EXHIBIT D FORM OF INSTRUCTIONS TO THE ISSUING AND PAYING AGENT 200 Bank One, National Association Bank One Plaza Mail Code ILI-0439 Chicago, Illinois 60670-0439 Attn. Commercial Paper Client Services Re liistructions to the Issuing and Paying Agent to Authenticate and Deliver Commercial Paper Notes, Series A Ladies and Gentlemen. Reference is hereby made to the Thirty-Second Supplemental Concurrent Bond Ordinance adopted concurrently by the Cities of Dallas and Fort Worth, Texas, and having an effective date of (the "Ordinance"). Pursuant to Section 4 1 of the Ordinance, you are hereby instructed to deliver an installment of Dallas-Fort Worth Joint Revenue Commercial Paper Notes, Series A (the "Notes") under the terms set forth below• Number [Terms to be established Principal Amount: from time to time pursuant Note Date to procedures set forth in Stated Maturity Date letter attached hereto] Rate of hiterest: Purchase Price (Taxable)(Tax-Exempt AMT)(Tax-Exempt Non-AMT)(specify type) Other terms and conditions You are hereby instructed to authenticate the described installment of Notes by countersignature of your authorized officer or employee and deliver the Notes upon receipt of payment in immediately available funds of the full purchase price of the Notes, stated above as a percentage of the principal amount of the Notes to be authenticated and delivered. The rules of the New York Clearinghouse shall apply thereto :ODMA\MHODMA\Dallas;414796;4 10/I H/00:1 I :96AM D- l The undersigned hereby represents that all action on rts part under the Ordinance necessary for the valid issuance of said mstallment of Notes has been taken, that all provisions of Texas law necessary for the valid issuance of said Notes have been complied with, and that said Notes in the possession of the holders thereof will be the valid and enforceable obligations of the Cities according to their terms, subject to the exercise of~udicial discretion m accordance with general principles of equity and bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted. The undersigned hereby certifies that: (i) The Cities and the Board have full power and authority to perform their duties and obligations with respect to the described Notes, and the other Obligations (as defined m the Controlling Ordinances and the Ordinance). (ii) The Cities and the Board are in compliance with the covenants set forth m the Ordinance, the Controlling Ordinances, and the Revolving Credit Agreement as of the date hereof; (iii) The interest rate on the Notes does not exceed the Maximum Interest Rate (as defined m the Ordinance). (iv) The Pledged Revenues, the Pledged Funds, and the Loans are fully sufficient, based on projections of receipts made by the Board, to timely pay all outstanding Obligations according to their terms on or before the dates due according to their terms (v) The Revolving Credit Agreement is m full force and effect and has a remaining unexpired term of not less than 120 days, and the amount of available and unallocated Loans, not including any Term Loans, thereunder is at least equal to the principal of and the interest to accrue on the requested mstallment issue of Notes. (vi) No "Event of Default," as defined m Section 7 1 of the Thirtieth Ordinance, and no "Default," as defined in Section 7 1 of the Revolving Credit Agreement, has occurred and is continuing. (vui) The Board and the Cities, in the case of Tax-Exempt Notes, have complied with all provisions of federal law necessary, including from time to time, as required by the Code, the delivery of the Federal Tax Certificate, in order for the interest on the Notes to be exempt from federal income taxation. (ix) The Board has been advised by Bond Counsel that the project to be financed with the proceeds of the Notes will constitute Eligible Projects, and, further, that the proposed expenditure of the proceeds of such Notes for such projects will not cause the Airport to be m violation of rts covenants as set forth m the Ordinance. :ODMA\MHODMA\Dnllav;414796;4 10/1 H/00:1 106AM D-2 Very truly yours, DALLAS-FORT WORTH INTERNATIONAL AIlZPORT BOARD By_ Authorized Officer :ODMA\MHODMA\Dallas;414796;4 10/I K/00:11 76AM D-3 EXHIBIT E FORM OF ISSUING AND PAYING AGENT AGREEMENT (The. form of Issuing and Paying Agent Agreement follows this page and is incorporated herein) :ODMA\MHODMA\Dallnt;414796;4 r 10/I K/00:11:76AM P.~