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HomeMy WebLinkAboutOrdinance 14099DALLAS -FORT WORTH INTERNATIONAL AIRPORT THIRTIETH SUPPLEMENTAL CONCURRENT BOND ORDINANCE Passed concurrently by the City Councils of the Cities of Dallas and Fort Worth Supplementing and amending the 1968 Regional Airport Concurrent Bond Ordinance, confimm~g outstanding bonds, and authonzing DALLAS -FORT WORTH INTERNATIONAL AIRPORT JOINT REVENUE OBLIGATIONS Passed by the City Council of the City of Dallas Passed by the City Council of the City of Fort Worth Effective (finaU2/3/00) DAL504-39002 :ODMA~MHODMA~Da11as;86498;10 02%02/00:3:57pm TABLE OF CONTENTS Page Preambles ARTICLE I DEFINITIONS, FINDINGS AND INTERPRETATIONS Section 1 1 Short Title 2 Section 1.2. Definitions 2 Section 1.3 Findings 14 Section 1 4 Interpretation and Amendments to Outstanding Ordinances 14 ARTICLE II PURPOSES, PLEDGE AND SECURITY Section 2.1 Purposes of Ordinance, Outstanding Ordinances, Contract with Holders 17 Section 2.2. Pledge and Security for Obligations and Panty Credit Agreement Obligarions 18 Section 2.3 Source of Payment of Operation and Maintenance Expenses 18 Section 2.4 Security Agreement 1 g ARTICLE III PERMITTED AIRPORT INDEBTEDNESS Section 3 1 Initial Obligations, Other Parity Indebtedness 19 Section 3.2. Right to Issue Additional Obligations 20 Section 3.3 Terms of Additional Obligations 20 Section 3 4 Conditions Precedent to Issuance of Additional Obligations 20 Section 3.5 Other Panty Encumbrances Prohibited 21 Section 3 6 Subordinate Lien Obligations 22 Section 3 7 Net Revenue Obligations 22 Section 3 8. Special Revenue Bonds 22 Section 3.9 Panty Credit Agreement Obligations. 22 ARTICLE IV TERMS, PROVISIONS AND AUTHENTICATION OF OBLIGATIONS Section 4 1 Terms of Obligations 23 Section 4.2. Initial Obligations, Additional Obligations 23 Section 4.3 Medium of Payment 23 Section 4 4 Initial and Additional Obligation Details 23 Section 4.5 Initial and Additional Obligation Registrars and Registers 23 Section 4 6. Paying Agents 24 Section 4 7 Application of Proceeds of Obligations 24 DAL504-39002 :ODMAVvfHODMA~Da11as;86498;10 02/02/00:3:57pm ~1~ Sectlon 4.8 Execution and Authentlcatlon of Obligations Sectlon 4.9 Obligations m Book Entry Form ARTICLE V SPECIAL FUNDS, USES OF MONEYS Sectlon 5 1 Special Funds and Accounts Sectlon 5.2. Flow of Funds Sectlon 5.3 Adjustments m Transfer Requirements Sectlon 5 4 Uses of Debt Service Fund Sectlon 5.5 Uses of Debt Service Reserve Fund Sectlon 5 6 Uses of Capital Improvements Fund Sectlon 5 7 Restoration of Deficiencies Sectlon 5 8. Investment of Funds and Accounts Secrion 5 9 Effect of Deposits With Paying Agents Sectlon 5 10 The Construction Fund. ARTICLE VI GENERAL COVENANTS AND REPRESENTATIONS Sectlon 6.1 Budgets and Expenditures Sectlon 6.2. Payment of Obligations Sectlon 6.3 Rates, Charges and Free Use of Land Sectlon 6 4 Books, Audits, Inspection Sectlon 6.5 Representations as to Pledged Funds and Pledged Revenues Section 6.6 Covenant Not to Impair Obhgarions and Credit Agreements ARTICLE VII EVENTS OF DEFAULT Sectlon 7 1 Descnprion Sectlon 7.2. Remedies for Defaults ARTICLE VIII AMENDMENTS TO ORDINANCE Sectlon 8 1 Limitations on Modlficarions Sectlon 8.2. Additional Supplemental Ordinances Without Holders' Consent Sectlon 8.3 Powers of Amendment Sectlon 8 4 Consent of Holders or Credit Providers Sectlon 8.5 Mailing of Notice Sectlon 8 6 Exclusion of Obligations ARTICLE D~ 24 24 24 25 27 27 28 29 30 30 31 31 31 32 32 33 34 34 34 35 36 36 37 37 38 38 DAL504-39002 :ODMA4~IHODMA~Dallas;86498;10 02/02/00:3:57pm ~11~ DISCHARGE OF ORDINANCE Section 9 1 Discharge by Payment Section 9.2. Discharge by Defeasance ARTICLE X MISCELLANEOUS PROVISIONS Section 10 1 Secondary Market Disclosure, Annual Reports Section 10.2. Material Event Notices Section 10.3 Limitations, Disclaimers and Amendments Section 10 4 Conflicts Section 10.5 Ordinance Irrepealable Section 10 6. Effective Date of Ordinance Signatures 38 38 39 40 41 41 42 42 43 DAI.504-39002 :ODMAIMHODMA~Da11as;86498;10 02/OY00:3:57pm ~111~ CITY OF DALLAS ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO. ~Q A SUPPLEMENTAL ORDINANCE PASSED CONCURRENTLY BY THE CITY COUNCILS OF THE CITIES OF DALLAS AND FORT WORTH, SUPPLEMENTING AND AMENDING THE 1968 REGIONAL AIRPORT CONCURRENT BOND ORDINANCE OF THE CITIES, AND AUTHORIZING THE ISSUANCE OF ADDITIONAL JOINT REVENUE BONDS OF THE CITIES RELATING TO THE DALLAS -FORT WORTH INTERNATIONAL AIRPORT, AUTHORIZING OTHER OBLIGATIONS OF THE CITIES RELATING TO THE AIRPORT, ESTABLISHING, PROVIDING, AND CONFIRMING THE SECURITY THEREFOR, AND PRESCRIBING OTHER MATTERS WITH RESPECT THERETO WHEREAS, the Cities of Dallas and Fort Worth (the "Cities") jointly own the Dallas -Fort Worth International Auport (the "Airport"), which is operated for and on behalf of the Cities by a Joint Airport Board (the "Board") pursuant to the terms, provisions, and requirements of a certain "Contract and Agreement" between the Cities and pursuant to the terms, provisions, and requirements of the "1968 Regional Airport Concurrent Bond Ordinance," as amended and supplemented by concurrently adopted supplemental bond ordinances; and WHEREAS, the Cities and the Board have detemm~ed that the Airport needs extensive unprovement to its public infrastructure in order to accommodate the needs of the traveling public, the users of the Airport, and the citizens of the service area of the Airport; and WHEREAS, in order to finance the needed unprovements from time to time in the manner that provides capital funds at the lowest possible costs to the users of the Airport and to the traveling public, the "Outstanding Ordinances" (as hereinafter defined) should be amended to provide the Cities and the Board with the authority to utilize a broader range of alternative financing options that may be available and dictated from tune to time m the various capital markets for the financing of public capital improvements at the Airport; and WHEREAS, the Outstanding Ordinances may be amended with the consent of the "Existing Insurers" (as herein defined) and the holders of not less than sixty-six and two-thirds percent (66 2/3%) of the principal amount of the "Prior Obligations" (as ]ierein defined), and WHEREAS, the Existing Insurers, acting fo:r themselves and, for these purposes only m accordance with the Outstanding Ordinances, acting as the holders of more than sixty-six and two-thirds (66 2/3%) of the principal amount of the Prior Obhgahons, have consented to the amendments set forth herein, and WHEREAS, the respective City Councils for the Cities have determined and found that there is a public need and necessity that this Ordinance be passed concurrently, that the "Initial Obligations" (as herein defined) be authorized and issued by the Cities, and that this Ordinance shall be effective inunediately upon its passage by each of the Cities; DAI.504-39002 :ODMAUvIHODMA~Dallas;86498;10 02/02/00:3:57pm NOW, THEREFORE, BE IT ORDAINJED BY THE CITY COUNCIL OF THE CITY OF DALLAS. NOW, THEREFORE, BE IT ORDAINIED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH. AR7CICLE I DEFINITIONS, FINDINGS AND INTERPRETATIONS Section 1 1 Short Title. This Ordinance may hereafter be cited m other documents and without further descnption as the "Thirtieth Supplemental Concurrent Bond Ordinance." Section 1.2. Definitions. (a) As perrrutted by the Outstanding Ordinances, and with the consent of the Existing Insurers, acting for themselves and, for these purposes only as the holders of more than sixty- six andtwo thv-ds percent (66 2/3%) of the Pnor Oblxgarions, the 1968 Ordinance is amended by deleting the following definitions from section 2.1 thereof, and the remaining Outstanding Ordinances are amended by deletmg the same or similar definitions, to-wit: (i) '`Addhtional Parity Bonds," (ii) "Airport" or "Regional Airport," (iii) "Bonds," (iv) "Costs of the Airport" (v) "Event of Default," (vi) "Gross Income," "Gross Revenues," "Income," or "Revenues," (vii) "Holder," (vui) "Interest and Sinking Fund," (ix) "Investment Securities," (x) "Maintenance Tax," (xi) "Net T~ncome" or "Net Revenues," (xii) "Paying Agent," (xiii) "Pledged Revenues," (xrv) "Project," (xv) "Reserve Fund," and (xvi) "Treasurer " (b) For all purposes of the Controlling Ordinances, the Outstanding Ordinances, and all Additional Supplemental Ordinances, the followm~:; terms and definitions shall apply, shall be controlling, and shall have the following meanings, to-wit: Accrued Aggregate Debt Service -means, for any Debt Service Accrual Penod, or other penod stated herein, an amount equal to the sum of the Debt Service with respect to all Outstanding Obligations and Panty Crf;drt Agreement Obligations accruing dunng that Debt Service Accrual Penod. Accrued Aggregate Interest -means that portion of Accrued Aggregate Debt Service applicable to interest on Obligations and Panty Credit Agreement Obligations and accruing dunng a Debt Service Accrual Penod and transferred to the Debt Service Fund pursuant to Section 5.2(b)(i). Such teen shill include amounts payable to the counterparty under a Swap Agreement to the extent such amounts exceed the applicable amount of interest on the Obligations, but does not in~;lude termination fees or other similar charges with respect to Parity Credit Agreement Otrhgations. Accrued Aggregate Principal - n~ieans that portion of Accrued Aggregate Debt Service applicable to Prncipal Installments of Obligations and pnncipal amounts owed under Panty Credit Agreement Obligations accruing dunng a Debt Service Accrual Penod and transferred to the Debt Service Fund pr~rsuant to Section 5.2(b)(i). Acts -mean, collectively, chapters 1201, 1207, 1371, and 1503, Government Code, as amended, and chapter 22, TransportatiorA Code, as amended. DAL504-39002 :ODMA~IH ODMA~Dallas;86498;10 02/02/00:3:57pm -2- Additional Obligations -means one or more serves of bonds, notes, commercial paper obligations, or other evidences of indebtedness perrmtted by Applicable Law and issued by the Cities on a panty as to the Pledged Revenues and Pledged Funds with the Prior Obligations and the Initial Obligations for lawful purposes as perrrutted by Section 3.2. Additional Supplemental Ordinance -means any ordinance ~omtly passed subsequent to the passage of this Ordinance by the Cities that supplements the Controlling Ordinances or the Outstanding Ordinances for the purpose of (i) authorizing and providing the teens and provisions of the Initial Oblil;ations, the Additional Obligations, and Panty Credit Agreement Obligations, (ii) authorii..mg and providing the teens and provisions of Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations related thereto and on a parity therewith if so stated therein, or (iii) for any of the other purposes perrrntted by Article VIII. Administrative Expenses -means, to the extent specified in an Additional Supplemental Ordinance, the fees, expenses, and indemnification liabilities payable to the Paying Agent, the Credit Providers, and others, of which the Board has or is given actual notice at least thirty (30) days prior to the due date thereof. Said teen does not include Credit Agreement Obligations. Aggregate Debt Service -means, for any penod and as of any date of calculation, the sum of the interest and Principal Installments payable with respect to Obligations and the principal amount of and interest on any Panty Credit Agreement Obligations payable, m each case, during such period. The calcularion of Principal Installments accruing shall be determined as provided in paragraph ~ ii) of the definition of Debt Service in this Section 1.2, except that the penod for the calculation shall be substituted for the Debt Service Accrual Period. Ai~ort -means the international airport, presently known as the "Dallas -Fort Worth International Airport" and originally described m the 1968 Ordinance as the "Dallas - Fort Worth Regional Airport," that is owned and operated by the Cities actmg~ omtly under the Contract and Agreement in accordance with Applicable Law, and the term shall include all land, structures, and facilities thereof or related thereto of whatever character and wherever situated, and all future improverrAents, extensions, and equipment appertaining thereto and belonging to the Cities for use in connection therewith, and such term shall also include any other airport or airports, the revenues of which are, by official action of the Cities, made a part of Gross Revenues, but excluding all Special Facilities while the Special Facility Bonds secured thereby are outstanding, and, to the extent, but only to the extent, stated in an Additional Supplemental Ordinance, excluding such Facilities as are financed with the proceeds of Special Revenue Bonds while the Special Revenue Bonds secured thereby are outstanding. Applicable Law -means the Acts, and all other laws or statutes, rules or regulations, and any amendments thereto, of the State or of the United States by which the Cities, the Board, and their powers, securities (including the Obligations), operations and procedures are, or maybe, governed or from which such powers may be derived. Authorized Officer -means the Exrcuhve Director, a Deputy Executive Director, and the Director of Finance of the Board. DAL.504-39002 :ODMA~MHODMA~DaRas;86498;10 02/02%00:3:S~pm =•3- Business Dav -means any day other than a Saturday, Sunday or legal holiday or other day on which banking institutions in the Cities or m the city where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are generally authorized or obligated by law or executive order to close. Certificate - means a document sired by an Authorized Officer, either attesting to or acknowledging the cu-cumstances, representations orother matters therein stated or set forth or setting forth matters to be determined pursuant to this Ordinance or an Additional Supplemental Ordinance. Code -means the Internal Revenue Code of 1986, the regulations and published rulings promulgated or published thereto, acid the provisions of any applicable section of a successor federal income tax law Controlling Ordinances -means the 1968 Ordinance, as amended and supplemented by this Ordinance, and this Ordinance. Costs of the Airport -means (i) expenses and costs for labor, payments to contractors, builders, and materiahnen in connection with preparing, constructing, otherwise acquiring, equipping, replacing, extending., improving, and/or restoring any part of the Auport; (ii) the costs of machinery, furnishings, and equipment used in connection therewith, (iii) the cost of indemnity and fidelity bonds, if any, to secure the deposits of any moneys m any fund or account of the Cities'. or the Board relating to the Airport; any costs or .expenses relating to litigation of any nature or land that relates to the Airport; (iv) expenses and costs necessary or incidental to a determination of the feasibility or practicability of constructing or installing aniy facilities related to the Airport, including the fees and expenses of engineers, architect.:, and other professionals or consultants, (v) financing costs, including the fees and expenses of financial advisors, attorneys, and other professionals and consultants, the costs, fee:;, and charges of Credit Providers relating to the execution and delivery of Credit AgreerrAents pertaining to any matters that relate to Obligations, any other fees and expenses related to the issuance and delivery of Obligations, and interest on Obligations that is to be capitalized from the proceeds of Obligations, and (vi) expenses of adrmmstration properly chargeable to the construction of improvements to the Airport or equipping the same, including legal fees and expenses, costs of audits, and costs necessary to place the same into opelration or service; (vii) any costs and expenses related to the acquisition of land to comprise a part of the Auport; and (viii) any proper expense incurred for any of the foregoing purposes. Credit Agreement -means any agreement of the Cities penrutted by Applicable Law that is entered into with a Credit Provider for the purpose of enhancing or supporting the creditworthiness of all or a part of a serie;~ of Obligations, Subordinate Lien Obligations, or Net Revenue Obligations, and/or to assure the Cities' financial ability to honor rights of tender of any of such obligations and to hold, sell, market or remarket any of such obligations thus tendered according to the specific terms and features of a series of such obligations as contained and defined m an Additional Supplemental Ordinance, and/or to make deposits to the Debt Service Reserve Fund or other applicable fund m lieu of cash deposits thereto, such as, for example only, municipal bond insurance policies, stand-by bond purchase agreements, Swap Agreements, revolving credit agreements, hedge agreements, and letters or lures of credit issued or provided by, and notes, surety bonds, DAL504-39002 :ODMA~IviHODMA~Da11as;86498;10 02/02/00:3:57pm •-~1- reimbursement, purchase and other similar agreements with, banks, insurance companies or other commercial and financial institutions or by and with governmental agencies, entities or departments. Credit Agreement Obligations -means any liability of the Cities to pay any amount ofprincipal, interest, or other payment on any debt or liability created under a Credit Agreement in favor of a Credit Provider that is declared by the terms of an Additional Supplemental Ordinance either (i) to be a Panty Credit Agreement Obligation, or (ii) to be on a panty with Subordinate Lien Obhgatuans or Net Revenue Obligations. Credit Provider -means the Existing Insurers, and includes each party identified and named in an Additional Supplemental Ordinance that provides credit or liquidity support for, or insurance insuring the payment of, any amounts due or owing on Obligations, on Subordinate Lien Obligations, on Net Revenue Obligations, or on other financial undertakings in a Credit Agreement, including a counterparty to the Cities under a Swap Agreement. Current Gross Revenues -means Gross Revenues less any amounts transferred to the Operating Revenue and Expense Fund pursuant to Section 5.5(f) or Section 5 6(b)(i). Debt Service -means for each Debt Service Accrual Period with respect to a senes of Obligations, and related Panty Credit Agreement Obligations, an amount equal to the sum of: (i) interest accruing on each senes of Outstanding Obligations, including as to Interim Obligations and to each senes of Vanable Interest Rate Obligations, if any, the amour t estimated by an Authorized Officer that will accrue during the Debt Service Accrual Period based on the applicable Standard Assumptions, and (ii) that portion of the next maturing Principal Installment for each senes of Outstanding Obligations which will accrue during the Debt Service Accrual Period, other than a Principal Installment of or with respect to Interim Obligations that are to be paid either with the proceeds of other Obligations or with funds provided by a Credit Provider, and other than amounts scheduled to be paid by a counter party to a Swap Agreement that is not in default. For the purpose of determining the amount of the next maturing Principal Installment that will accrue during the Debt Service Accrual Period, the Board and the: Paying Agent shall assume that the Principal Installment accrues daily in equal amounts from the next preceding Principal Installment due date. If there is no preceding Principal Installment due date with respect to 'the senes of Obligations, the Principal Installments with respect to that seizes shall not begin to accrue until the later of (A) the date which is on.e year preceding the first Principal Installment due date of that senes, or (B) the date of issuance of that senes. The Board and the Paying Agent shall further assume that no Obligations of the senes will cease to be Outstanding except by reason of the payment, through defeasance or otherwise, of each Principal Installment on the due date thereof; and DAL504-39002 :ODMA~MHODMA~DaIlaz;86498;10 07/02/00:3:57pm -~5- (iii) all amounts due and payable on Parity Credit Agreement Obligations dunng the Debt Service Accrual Penod, incluchng interest amounts payable by the Cities or the Board under a Swap Agreement dunng the Debt Service Accrual Penod above the amount of interest accruing on a senes of Obligations dunng such penod, so long as the counterparty to that the Swap Agreement is not in default. Debt Service requirements shall be calculated on the assumption that no Obligations Outstanding at the date of calculation will cease to be Outstanding except by reason of th€; payment of the Pnncipal Installments or Sinking Fund Installments thereon when due, except as provided herein for Intenm Obligations. Such Debt Service requirements shall not include termination fees or other similar charges with respect to Parity Credit Agreement Obligations. Debt Service Accrual Period -means the penod commencing, as applicable, on the date of issuance of a senes or issue of Obligations or the execution of Parity Credit Agreements or on the day following the most recent Interest Payment Date or Pnncipal Payment Date, and ending on, but including, the last day of the calendar month pnor to the next succeeding Interest Payment Date or Pnncipal Payment Date thereafter; provided, however, with respect to provision for the final payment of any one or more of the Obligations or Panty Credit Agreement Obligations, such accrual penod with respect to such Obligations or Panty Credit Agreement Obligations may be shortened to a period sufficient to provide for the payment of s~.uch Obligations or Panty Credit Agreement Obligations in full when due. The Board may adjust the Debt Service Accrual Penod from rime to time, by the terms of Additional Supplemental Ordinances or otherwise, m order to assure that all Obligations and Panty Credit Agreement Obligations are paid m full when due. Debt Service Fund -means the fluid designated and created as the "Interest and Sinking Fund" in Section 17 of the Contract and Agreement, and confirmed and renamed in Section 5 1 Debt Service Reserve Fund -means the fund designated and created as the "Reserve Fund" m Section 17 of the Contract and Agreement, and confirmed and renamed in Section 5 1 Debt Service Reserve Requirement -means the total amount required to be on deposit in the Debt Service Reserve Fund in accordance with Section 5.5(b) and/or for which alternarive funding is provided m accordance with Secrion 5.5(c). Depository Bank -means the lawful depository bank of the Board at which the Joint Revenue Fund is to be held pursuant to the Contract and Agreement. Existing Insurers -mean Financial Guaranty Insurance Company and MBIA Insurance Corporation, the issuers of municipal bond insurance policies insuring a portion of the Prior Obligations. DAL504-39002 :ODMA~MHODMA~Dallas;86498;10 LL 02!07J00:3:57pm ~V- Event of Default -means the occ~.uYence of any of the events or circumstances described as such in Section 7 1 Gross Revenues -mean all income: and revenues derived directly or inchrectly by the Board from the operation or ownership of the Airport or any part thereof, whether resulting from improvements, extensions, enlargements, repairs, or betterments to the Airport, additional Facilities, or otherwise, and expressly including (i) all revenues received by the Board or any municipal corporation or entity succeeding to the revenues of the Cities from the. Airport; (ii) all rentals, tolls, rates ar other charges for the use of the Airport or any Facilities or for the entry upon any part thereof or for any service rendered by the Board or the Cities in the operation thereof, (iii) any funds transferred to the Operating Revenue and Expense Fund pursuant to Section 5.5(f) or Section 5 6(b)(i), (iv) the rentals payable under Ground Leases, and (v) any net amounts owing to the Cities or the Board under a Swap Agreement, but expressly excluding the foll',owing: (A) rentals or other amounts denved from Net Rent Leases to the extent and for so long as they are pledged as security for Special Facility Bonds and reserves therefor; (B) any moneys received as grants or gifts from the United States of America, the State of Texas, or other sources, the use of which is limited by the grantor or donor to the construction or acquisition of capital unprovements, additions or extensions to the Auport, except to the extent any such moneys shall be received ~~s payments for the use of the Airport; (C) all Special Revenues, except for such portion thereof as maybe included as a part of "Gross Revenues" under the provisions of an Additional Supplemental Ordinance; (D) the proceeds of any Initial Obligations, Additional Obligations, or Credit Agreements, and the interest or other investment income realized from the investment: ofthe proceeds of Obligations, and all other investment income not required to be deposited to the Operating Revenue and Expense Fund, (E) the proceeds of uisurance other than from insurance policies insuring against the loss of use or business mterruphon at the Airport; (F) the money on deposit in the Capital Improvements Fund except for such amounts as are transferred to the Operating Revenue and Expense Fund pursuant to Section _`•.5(f) or Section 5 6(b)(i); (G) moneys received by the Cities pursuant to interlocal agreements entered into among the Cities and mumcipahries having ~unsdicrion within the boundaries of the Airport under which such municipalities and the Cities agree to share in certain tax receipts and other revenues lawfully imposed and collected by such mumcipaliries resulting DAL504-39002 :ODMA4VIHODMA~Da11as;86498;10 O7102/00:3:57pm -7- from the continued development of Auport-owned property within such mumcipaliries, and (H) any and all money deposited to, or required to be deposited to, a Rebate Fund relating to a Tax~Exempt Obligation. Holder -means the registered owner of an Obligation according to an Obligation Register Initial Obligations -mean the Obligations that are described and authorized in Section 3 1, when. issued. Interest Payment Date(sl -means the date or dates on which interest on Obligatons or Panty Credit Agreement OUhgarions is payable, as said date or dates are specified m an Outstanding Ordinance or uY Addirional Supplemental Ordinances. Interim Obligations -mean Obligations (i) for or with respect to which no Principal Installments are required to be made other than on the Stated Maturity Date thereof, which date shall be no later than five (5) years from the date of their delivery to their inirial purchasers, and (ii) which are authorized by an Additional Supplemental Ordinance which declares the Cities' intent, at the time of issuance, to refund or refinance all or a part of the same prior to or on such Stated Maturity Date, including commercial paper, notes, and similar Obligations. Investment Securities -mean a~iy and all of the investments perrmtted by Applicable Law for the investment of the public funds of the Board, provided that such investments are at the time made included m and authorized by the official investment policy of the Airport as approved by the Board from rime to time and are not prohibited by an Additional Supplemental Ordinance. Market Value -means the fau• market value of Investment Securities calculated as set forth herein. Maximum Interest Rate -means, with respect to particular Variable Interest Rate Obligations or Panty Cred>t Agreement Obligations bearing a Variable Interest Rate, a numerical or other statement of the rate of m~:erest, which shall be set forth m the Additional Supplemental Ordinance authorizing such Ot>ligations, or in a related Credit Agreement with respect to Panty Credit Agreement Obligations, in each case being the maximum rate of interest such Obligations or Panty Credit A€~eement Obligations may bear at a single rime or over the period during which they are Outstanding or unpaid, but in no event exceeding the maximum amount or rate of interest permitted by Applicable Law Minimum Interest Rate -means, with respect to any particular Variable Interest Rate Obhgarions, or Panty Credit Agreement Obhgarions, bearing a Variable Interest Rate, a numerical rate of interest which may (but need not) be set forth m the Additional Supplemental Ordinance authorizing such Obligations that shall be the rmnimum rate of interest such Obhgarions will at any time bear MSRB -means the Municipal Securities Rulemaking Board. DAL504-39002 :ODMA4~II-IODMA~Dallu;86498;10 p 02/OY00:3:57pm =•O- Net Revenues -mean the amount remaining after deducting Operation and Maintenance Expenses from Gross Revenues. Net Revenue Obligations -means bonds, notes or other obligations issued for the purposes of the Airport pursuant to and m accordance with Section 3 7 NRMSIR -means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities i~sformation repository within the meaning of the Rule. 1968 Ordin ante - means the "1968 Regional Airport Concurrent Bond Ordinance," passed by the City Councils, respectively, oiz November 11, 1968, and November 12,1968, as amended and supplemented by the other (:)utstandmg Ordinances, such ordinance having authorized the initial bonds issued by the Cities for the purpose of financing the Airport and establishing the terms and provisions of anti the security for additional bonds to be issued for the purposes of the Auport. Obligation Register -means, as to each serves of Obligations, the register or registers maintained pursuant to Section 4.5 Obligations -mean the Prior Obligations, the Initial Obligations, and the Additional Obligations. Ordinance -means this Ordinance as it may be, from time to time, amended, modified or supplemented by Additional Supplemental Ordinances, or by amendment in accordance with Article VIII. Outstanding -when used with reference to Obligations, including Obligations acquired by a Credit Provider with the prosseeds of a Credit Agreement, means, as of any date, Obligations theretofore or thereupon being authenticated and delivered under the Outstanding Ordinances, this Ordinance, or an Adchrional Supplemental Ordinance, except: (i} Obligations wlnch :have been fully paid at or prior to their maturity or on or prior to a redemption date, (ii) Obligations (or portions thereof) for thepayment of which moneys equal to the principal amount or Redemption Price thereof, as the case maybe, with interest to the date of maturity or redemprion, shall be held by a Paying Agent or a trustee m cash in trust under Sections 5.9 or 9 1 of this Ordinance and set aside for payment at maturity or redemption on a redemption date and for which nc~rice of redemption has been given or provision has been made therefor; (iii) Obligations in lieu of or m substitution for which other Obligations have been authenticated and delivered pursuant to this Ordnance or an Additional Supplemental Ordinance; and (iv) Obligations for which payment has been provided by defeasance m accordance with Section 9.2. DAI.504-39002 :ODMA4~IHODMA~Dallaz;86498;10 _ _ 02/07/00:3:57pm .9 Outstanding Obligations -mean (i) the Prior Obligarions while, when, after, to the extent, and for so long as any of the same are Outstanding, and (ii) the Initial Obligations while, when, after, to the extent, and for so long as any of the same are Outstanding, and (iii) any Additional Obligations, while, whE:n, after, to the extent, and for so long as any of the same are Outstanding. Outstanding Ordinances- mean th.e 1968 Ordinance and the following ordinances that supplement and amend the same, to-wit: (i) the Eighteenth Supplemental Regional Airport Concurrent Bond Ordinance (the "1992A Ordinance"), passed by the City Councils on November 13 and November 14, 1y90; (ii) the Nineteenth Supj~lemental Regional Airport Concurrent Bond Ordinance (the "1991 Ordinance"), passed by the City Councils on October 8 and October 9, 1991, (iii) the Twentieth Supplemental Regional Airport Concurrent Bond Ordinance (the "1991 A Ordinance"), passed by the City Councils on October 8 and October 9, 1991, (iv) the Twenty First Supplemental Regional Airport Concurrent Bond Ordinance (the "` 1992B Ordinance"), passed by City Councils on February 25 and 26, 1592, (v) the Twenty Second Supplemental Regional Airport Concurrent Bond Ordinance (the "1992C Ordinance"), passed by the City Councils on August 11 and August 12, 1992, (vi) the Twenty Thud Supplemental Regional Airport Concurrent Bond Ordinance (the "1993 Ordinance"), passed by the City Councils on April 13 and April 14, 1993, (vii) the Twenty Fifth Supplemental Regional Concurrent Bond Ordinance (the "1994A Ordinance"), passed by the City Councils on June 21 and June 22, 1994, (vui) the Twenty Sixth Supplemental Regional Auport Concurrent Bond Ordinance (the "x995 Ordinance"), passed by the City Councils on June 13 and June 14, 1995, (ix) the Twenty Seventh Supplemental Regional Airport Concurrent Bond Ordinance (the "1997 Ordinance"), passed by the City Councils on May 13 and May 14, 1997, (x) the Twenty Eighth Supplemental Regional Auport Concurrent Bond Ordinance (the "1997A Ordinance"), passed by the City Councils on August 27 and September 2, 1997, and DAL504-39002 :ODMA4VIHODMA~Da11as;86498; I O 02/02/00:3:57pm -.10- (xi) the Twenty Ninth Supplemental Regional Airport Concurrent Bond Ordinance (the "11997B Ordinance"), passed by the City Councils on August 27 and September 2, 1997 Parity Credit Agreement Obligation - means a Credit Agreement Obligation that is declared by an Additional Supplemental Ordinance to be payable from and secured by a hen on Pledged Revenues and Pledged Funds on a panty with the Outstanding Obligations. Paving_A~ent -means any paym..g agent for a series or issue of Obligations appointed pursuant to Section 4 6 and its swccessor or successors. Person -means any individual, corporation, partnership, ~ oint venture, association, ~omt-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Pledged Funds -mean, collectively, (i) amounts on deposit in the Debt Service Fund, (ii) amounts on deposit in the Debt Service Reserve Fund, (iii) any amounts that are due and owing, and any amounts that are paid, under a Credit Agreement executed m lieu of making cash deposits to the Debt Service Reserve Fund, (iv) any Investment Securities or other investments or earnings belonging to either of the funds identified m clauses (i) and (ii), above, and (v) any additional funds, accounts, revenues, or other moneys or funds of the Cities which hereafter may be, by an Adcht:ional Supplemental Ordinance, expressly and specifically pledged to the payment of all, but not less than all, of the Outstanding Obligations. The foregoing notwithstanding, the term "Pledged Funds" does not include, unless specifically provided in an Additional Supplemental Ordinance, any amounts deposited to or investments or eanungs belonging to a Rebate Fund to the extent necessary to make a payment to the United States of America in accordance with Section 148 of the Code. Pledged Revenues -mean collectively (i) the Gross Revenues, and (ii) such other money, income, revenues or other property as maybe specifically included in such term in an Additional Supplemental Ordinance. Principal Installment -means, with respect to Obligations or Panty Credit Agreement Obligations, any amounts, other than interest payments, including any Sinking Fund Installments, which are stated to be due or required to be made on or with respect to an Obligation or Panty Credit Agreement Obligation, which, when made, would reduce the amount of the Obligation or senes of Obligations that remain Outstanding or would retire and pay the same in full, and which are not otherwise paid from other funds of the Airport or from the proceeds of other obligations of the Auport, including Obligations. Principal Payment Date(sl -means the date or dates upon which Principal Installments are due as specified in an Outstanding Ordinance or an Additional Supplemental Ordinance, to and including the Stated Maturity Date of an Obligation. Prior Obligations -mean the bonds heretofore issued by the Cities, bearing the following titles and senes designations, having been authorized and issued under and pursuant to the respective Outstanding Ordinances as identified below, and that are Outstanding on the effective date of this Orilmance, to-wit: DAL504-39002 :ODMA~MHODMA~Da11as;86498;10 -~_ 1- 02/02/00:3:57pm (i) Dallas -Fort Worth Regional Airport Joint Revenue Bonds, Series 1991, authorized by the 1991 Ordinance; (ii) Dallas -Fort Worth Regional Auport Joint Revenue Bonds, Senes 1991A, authorized by the 1991A Ordinance; (iii) Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance; (iv) Dallas -Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1992B, authorized by the 1992B Ordinance; (v) Dallas -Fort Worth Regional Anport Joint Revenue Bonds, Series 199X, authorized by the 1992C Ordinance; (vi) Dallas -Fort Worth Regional Auport Joint Revenue Refunding Bonds, Senes 1993, authorized by the 1993 Ordinance; (vii) Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A, authorized by the 1994A Ordinance; (viii) Dallas -Fort Worth Regional Airport Joint Revenue Refunding Bonds, Senes 1995, autlionzed by the 1995 Ordinance; (ix) Dallas -Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1997, authorized by the 1997 Ordinance; (x) Dallas -Fort Worth Regional Airport Joint Refunding Bonds, Series 1997A, authorized by the 1997A Ordinance; and (xi) Dallas -Fort Warth Regional Airport Joint Revenue Refunding Bonds, Taxable Senes 1997B, authorized by the 1997B Ordinance. Project -means any addition, nnpravement, expansion or extension to the Airport to be financed with all or a portion of the proceeds of Obligations, as detemm~ed by the Board. Rebate Fund -means any fund established by an Outstanding Ordinance or an Additional Supplemental Ordinance m connection with the issuance of any Obligation that is aTax-Exempt Obligation, to ensure compliance with the provisions of Section 148 of the Code, including, m particular, Secrion 148(1) of the Code. For purposes of the foregoing, the Board and the Cities are pernutted to rely on a firm of certified public accountants, Bond Counsel or other persons who specialize in the exemption from federal income taxarion of interest payable on Tax-Exempt Obligation.;. Redemption Price -means, with respect to any Obligation, the principal amount thereof plus the applicable prermum, if any, payable upon redemption thereof pursuant to DAI,504-39002 :ODMA4~iHODMA~Da11as;86498;10 02/02/00:3:57pm -]':2- the terms of such Obligation or its authc>nzmg Outstanding Ordinance or Additional Supplemental Ordinance. Registrar -means any registrar for Obligations appointed pursuant to Section 4.5 (which may include the Paying Agent and 'its successors or assigns) Rule -means SEC Rule 15c2-12, as amended from time to time. SEC -means the Securities and Exchange Commission of the United States. SID -means any person designated by the State or an authorized department, officer, or agency thereof, as determined and approved by the SEC or its staff, to be a State information depository within the meaning :of the Rule. Sinking Fund Installment -means, with respect to any series of Obligations, the portion of the Accrued Aggregate Debt Service required by an Additional Supplemental Ordinance to be deposited to the Debt Service Fund m all events on a future date to be held on deposit or applied, m either case, for the mandatory redemption or retirement, m whole or in part, of any Outstanding Obligations of said series having a stated maturity after said future date. Said future date is deemed to be the date when such Sinking Fund Installment is due and payable. ~ecial Revenues -mean any one oi- all (i) taxes or special charges, other than tolls and charges imposed for entry to the Airport, that are levied or imposed for use of the Auport, or on the pace of goods, product:,, or services sold or provided at the Airport pursuant to Applicable Law, such as, but not :linvted to, passenger facilities charges unposed pursuant to 49 U.S. Code, Sec. 40117, as amended, or any successor or similar law, sales and/or use taxes received by the Board from.any source, hotel occupancy taxes, and special taxes or surcharges imposed on automobile rental or use charges, and (ii) ad valorem taxes received by the Board from any source. Spec'ia1 Revenues shall not include moneys received by the Cities pursuant to interlocal agreements entered into among the Cities and municipalities having ~unsdiction within the boundanes of the Airport under which such municipalrties and the Cities agree to share m certain tax receipts and other revenues lawfully imposed and collected by such municipalities resulting from the continued development of Airport-owned property wrt:hm such municipalities. Special Revenue Bonds -mean bonds, notes or other obligations issued for the purposes of the Airport that are made payable from Special Revenues pursuant to the right to issue the same reserved in Section 3 8. Standard Assumptions -means tY.ie assumptions that are applicable to Interim Obligations and to Variable Interest Rate Obligations, as set forth and described in subsections (g) and (h), respectively, of Section 1 4 State -means the State of Texas. Stated Maturity Date -means the d~rte on which an Obligation matures and the full amount owed thereon is in all events due and payable, as specified in Additional Supplemental Ordinances. DAL504-39002 :ODMA4~IHODMA~Da11as;86498;10 -1 ~- 02%0?100:3:57pm Subordinate Lien Obligations -mean bonds, notes or other obligations issued pursuant to and in accordance with Section. 3 6. Swap Agreement - means a Credit Agreement with respect to a serves of Obligations pursuant to which the Cities or the Board agrees to pay to a qualified counter party an amount of money m exchange for the counter party's pronuse to pay all or a portion of the actual amount of interest due and payable on such series according to its terms as it becomes due. For the purposes of this defiiirtion, a counter party is not qualified unless it holds a current rating for claims-paying abi.hty by a least two nationally recognized rating agencies at least equal to the rating of each such rating agency assigned to the Imtial Obligations without reference to any Credit Agreement. Tax-Exempt Obligation-means any Obligation the interest on which is excludable from the gross income of the Holder for fed'~eral income tax purposes under Section 103 of the Code. Treasurer -means the duly designated Treasurer for the Board and the Joint Auport Fund as described and contemplated by the Contract and Agreement, or such other Person as may be lawfully designated from time to time as the depository holder of the public funds of the Board. Variable Interest Rate - means a variable or adjustable interest rate that vanes from lime to time based on a formula or reference to specified financial indicators, or by negotiation, auction, or revisions through another method from tune to time and to be borne by all or a part of a serves of Obligarions or Parity Credit Agreement Obligations, all as specified m an Additional Supplemental Ordinance or Credit Agreement. Variable Interest Rate Obligation s-mean Obligations orParity Credit Agreement Obligations which bear a Variable Interest Rate. Section 1.3 Findmes. (a) The declarations, deterrmnations and findings declared, made and found in the preambles to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. (b) Each respective City Council finds and declares that the meeting at which this Ordinance is considered is open to the public as required by law and that public notice of the tune, place and purpose of said meeting was given as required by Applicable Law Section 1 4 Interpretation and Amendrr~ents to Outstanding Ordinances. (a) In this Ordinance, unless the context otherwise requires. (i) Articles and Sections referred to by number shall mean the corresponding Articles and Sections of this Ordinance; (ii) Unless the context dretati;s otherwise, the terms "hereby," "hereof," "hereto," "herein," "hereunder," and any snnilar terms, as used in this Ordinance, refer to this Ordinance, and the term "hereafter" means after, and the term "heretofore" means before, the date of this Ordinance; DAI.504-39002 :ODMAUvIHODMA~DaIlaz;86498;10 02/02/00:3:57pm -14- (iii) Words of the masculrne getider mean and include correlative words of the fenunine and neuter genders and words impc~rtmg the singular number mean and include the plural number and vice versa, (iv) Words unporting persons shall include firms, associations, partnerships (including linuted partnerships), trusts, carporations and other legal entities, including public bodies, as well as natural persons, (v) Any headings preceding the texts of the several Articles and Sections of thrs Ordinance, and any table of contents or mar?gmal notes appended to copies hereof, shall be solely for convenience of reference and shill not constitute a part of this Ordinance, nor shall they affect its meaning, construction ar effect; and (vi) "Includes," "including" and "include" shall mean includes, mcludmg and include without lirrutation. (b) If any one or more of the covenants, provrsions or agreements contarned herein should be contrary to law, then such covenants, provisions or agreements shall be deemed separable from the remaining covenants, provisions and agreements hereof, and shall m no way affect the validity of the remaining covenants, provisions or agreements contained in tb.is Ordinance. (c) None of the covenants herein shall ever impose, or be construed as imposing, a liability or obligation on the part of the Cities, or either of them, to pay the principal of or interest on any Obligations or Credit Agreement Obhgatrons out of any funds derived by any system of ad valorem taxation. (d) As perrnitted by the Outstanding Ordrnances, and with the consent of the Exrsting Insurers, acting for themselves, and of the holders of not less than sixty-six and two thirds percent (66 2/3rds%) of the Prior Obligations, with one of the Exrstmg Insure:rs, for these purposes only and as provided >n the Outstanding Ordinances, acting as the holder of a portron of the Prior Obligations, the Outstanding Ordinances are amended as follows. (i} Subsections E, F, and G of Section 2.2 of the 1968 Ordinance, and companion or related provisions of the remaining Outstanding Ordinances, are deleted and the following provisions of this subsection shall apply (A) All covenants contained herein and in any Outstanding Ordinance or in an Additional Supp)~emental Ordinance which require the performance by the Cities of an affirmative, common, or point act with respect to the Airport shall be perfi~rmed, on behalf of the Cities acting ~omtly, by the Board, and from and afiter the effective date of this Ordinance, the Board shall be obligated to undertake and perform each and every such covenant, and this Ordinance shall constitute a directrve and order to the Board to that effect. (B) All covenants contained herein and in any Outstanding Ordinance or m an Additional Supplemental Ordinance which require the Cities to pay principal and interest: or other payments on Obligations, Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations shall be ~omt; and not several, obligations, and all DAI,504-39002 :ODMAwiHODMA~Da11as;86498;10 -15- 02/OY00:3:57pm - monetary obligations shall be payable and collectible solely from the revenues and funds expressly pledged thereto by this Ordinance or by an Additional Supplemental Ordinance, such revenues and funds being owned m undivided interests by the City of ]~ailas (to the extent of 7/11 the thereof) and by the City of Fort Worth (to th.e extent of 4/1 lths thereof); and, each and every Holder shall by his acceptance thereof consent and agree that no claim, demand, suit, or judgment fo.r the payment of money shall ever be asserted, filed, obtained or enforced against either of the Cities apart from the other City and from sources other than the funds and revenues pledged thereto, and no liability or ~udgmEmt shall ever be asserted, entered or collected against either City inchvidually, except out of such pledged revenues and exceeding m the case of Dallas an amount equal to 7/1 lths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/1 lths of the total amount asserted or demanded. (ii) Article VI of the 1968 Ordinance and companion or related provisions of the Outstanding Ordinances are deleted, and Article II of this Ordinance shall control and govern the maintenance of the Airport and the pledge and security for all Obligations and Panty Credit Agreement Obligations, (iii) Article VII of the 1968 Ordnance and companion or related provisions of the Outstanding Ordinances are deleted, and. Article V of this Ordinance shall control and govern the creation of and deposits to special funds for the Airport, and the uses and investments thereof; (iv) Sections 8.1, 8.2, and 8.3 of the 1968 Ordinance and companion or related provisions of the remaining Outstanding Ordinances are deleted, (v) Sections 8.4, 8.5, and 8.6 of the 1968 Orchnance and companion or related provisions of the remaining Outstanding Ordinances are deleted, and Article III of this Ordinance shall govern and control the creation of pemutted indebtedness for the Airport, except for Special Facility Bonds, which shall continue to be governed and controlled by Section 8.? of the 1968 Ordinance. (vi) Sections 9 1, 9.2, 9.3, and 9 4 of the 1968 Ordinance and companion or related provisions of the remaining Outstanding Ordinances are deleted, and Sections 6 1, 6.2, and 6.3 of this Ordinance shall govern tree matters expressed therein, (vii) Section 9 12 of the 1968 Ordinance and companion or related provisions of the remaining Outstanding Ordinances are dE;leted, and Section 6 4 of this Ordinance shall govern and control the books, audits, and inspections of and at the Airport; and (viii) Article X of the 1968 Ordina~zce and companion or related provisions of the remaining Outstanding Ordinances are deleted, and Article VII of this Ordinance shall govern and control the Events of Default and the Remedies for Defaults under this Ordinance and the Outstanding Ordinances. DAL504-39002 :ODMA~MHODMA~Da11as;86498;10 _y 6_ 02%02/00:3:57pm It (ix) Article XI of the 1968 Ordinance and companion or related provisions of the remaining Outstanding Ordinances are deleted, and Article VIII of this Ordinance shall govern and control the methods of amending this Ordinance and the Outstanding Ordinances. (x) The Special Contingency Reserve Fund of the Board, originally created and administered pursuant to Sections 6 4 and 7.7 of the "Eighth Supplemental Regional Airport Concurrent Bond Ordinance," passed by the City Councils of the Cities on August 31,1977, and confirmed and extended by the terms and provisions of each of the Outstanding Ordinances, is dissolved and eliminated, each of the Outstanding Ordinances is amended to delete and discontinue such fund, and the Board shall hold all money on deposit in said fund on the effective date of this Ordinance in a special fiznd or account designated by the Board, and the Board shall use and apply such money, at its discretion subject to compliance with any tax requirements applicable to the use .of such amounts in order to preserve the tax exemption with respect to the Prior Obligations (A) for the purpose of paying Costs of the Auport, or (B) paying, retiring, or defeasmg a.ll or a portion of the Pnor Obligations that were authorized by the the1993 Ordinance. (xi) Section 7.2 of the "Tenth Supplemental Regional Airport Concurrent Bond Ordinance," passed by the City Councils of the Cities on March 3, 1982, and the applicable sections of each of the Outstanding Ordinances that confirm, extend, and restate said section are deleted, and the provisions of Section 6.f~ shall govern the matters expressed therein. (e) All provisions of the 1968 Ordinance and the remaining Outstanding Ordinances, including the definitions contained therein, that are not amended m Section 1.2 or in subsection (d) of this Section remain and continue in full force and effect as supplemented by the remaining provisions of this Ordinance. (f J Each and every right of the Holders of Prior Obligations to receive payment under applicable municipal bond insurance policies issued in connect:ion with the issuance of the Prior Obligations by the Exisring Insurers, as applicable to each series or issue of Prior Obligations, are expressly preserved, restated, carried forward, and confirmed. (g) Wherever m this Ordinance a calculation of Debt Service during any current or future Debt Service Accrual Period with respect to Interim Obligations is required by application of the Standard Assumptions, the Debt Service shall be computed by assuming that the principal amount of the Interun Obligations will be continuously refinanced and will remain Outstanding until the first Fiscal Year for which interest on the Obligations has not been capitalized or otherwise funded or provided for, at which tune (which shall not be beyond the Stated Maturity Date of the Interim Obhgarions) rt shall be assumed (A) that the Outstanding principal amount of the serves of Interim Obhgarions will be refinanced with a series of Additional Obligations that will be amortized over a period not to exceed twenty-five (25) years m such manner as will cause the maximum Debt Service Requirement applicable to such series m any twelve (12) month period not to exceed 110% of the minimum Debt Service Requirements applicable to such series £or any other twelve (12) month period, and (B) that the series of Additional Obhgarions will bear interest at a fixed interest rate estimated by the Board's financial advisor to be the interest rate such series of Additional Obligarions would bear if issued on such terms on the date of such estimate. (h) Wherever in this Ordinance a calculation of Debt Service during any current or future Debt Service Accrual Period with respect to each series of Variable Interest Rate Obligations that are not Interim DAL504-39002 :ODMAVvfHODMA~Dallaz;86498;10 -~ 7- 02!02/00:3:57pm Obligations is required by application of the Standard Assumptions, the Debt Service shall be computed by assuming that such Obligations will bear interest at th.e highest of (i) the actual rate on the date of calcularion, or, if such Obligations are not yet Outstanding, tl'ie initial rate, if established and binding, (ii) if the Obligations have been Outstanding for at least twelve months, the average rate over the twelve months immediately preceding the date of calcularion, or (iii) (A) if the Obligations are Tax Exempt Obligations, the most recently published "Revenue Bond Index," published by the financial news publication presently known as The Bond Buyer, or comparable index if no longer published, plus fifty basis points, or (B) if the Obligations are not Tax Exempt Obligations, the interest rate on direct obligations of the United States with comparable maturities, plus fifty basis points, provided, however, for the purpose of the verifying prior compliance with the rate covenants contained in paragXaphs 6.3(ii) and (iii), such Obligations shall be deemed to bear interest at the actual rate borne during any prior test period. ARTICLE II PURPOSES, PLEDGE AND SECURITY Secrion 2.1 Pumoses of Ordinance. Outstandm~Ordmances Contract with Holders (a) The purposes of this Ordinance are (i) to supplement and ui some respects amend the Outstanding Ordinances, (ii) to confirm the rights and security of the Holders of the Prior Obhgarions as amended hereby, (iii) to establish a panty lien and the security for the Obligarions and Panty Credit Agreement Obligations, (iv) to amend and revise the financial requirements for the issuance of additional bonds as established in the 1968 Ordinance, and to prescribe herein new minunum standards far the issuance, execution and delivery of the Initial Obligations, any Additional Obligarions, and Pant~~ Credit Agreement Obligarions, (v) to authorize the issuance of Subordinate Lien Obligations, Net Revenue Obligations, and Credit Agreement Obligations related thereto, and (vi) to prescribe other matters and the general rights of the Holders, the Cities, the Board, and Credit Providers in relation to such obligarions and related Credit Agreement Obligarions. (b) In consideration of the purchase and acceptance of any or all of the Obhgarions by those who have heretofore purchased and now hold the same, or who shall hereafter purchase and hold the same from rime to time, and m consideration of the execution of Credit Agreements by Credit Providers, the provisions of this Ordinance shall be and constitute a contract of 1:he Cities to and with the Holders and Credit Providers. Section 2.2. Pledge and Security for Obhearions and Panty Credit Agreement Obh arions (a) The Caries irrevocably pledge (i) the Pledged Reve;Hues, and (ii) the Pledged Funds (A) to the payment of the principal and any Redemprion Price of, and the interest and any premiums on, all Obligarions which are or may be Outstanding from time to rime, (B) to the payment of all Panty Credit Agreement Obligations, (C) to the payment of all Administrarive Expenses, anii (D) to the establishment and maintenance of the Debt Service Fund and the Debt Service Reserve Fund, arld any other specral trust funds or accounts which are ordered to be created by an Additional Supplemental C>rdinance, at the tunes and for the periods and purposes provided m this Ordinance, in an Additional Supplemental Ordinance, and in any Credit Agreement with regard to Panty Credit Agreement Obhgarions. (b) The provisions, covenants, pledge acid hen on and against the Pledged Revenues and the Pledged Funds, as herein set forth, are established and shall be for the equal benefit, protection and security of the Holders of the Obligations,. the Credit Providers holding Panty Credit Agreement Obhgarions, and the Persons to whom Adrmmstrarive Expenses are owed, due and payable, without distmcrion as to priority and rights under this Ordinance. DAL504-39002 :ODMA4~IHOD~~fA~Dallas;86498;10 p 02/02/00:3:57pm -1.8- (c) The Obligations, all Parity Credit Agreement Obligations and all Administrarive Expenses shall constitute special obligations of the Cities, payable solely from, and secured solely by, a pledge of and lien on the Pledged Revenues and Pledged Funds, and not from any other revenues, properties or income of the Cities or the Board. Obligations, Subordinate Lien Obligations, Net Revenue Obligations, Credit Agreement Obligations, and Admimstrarive Expenses shall not constitute debts or obligations of the State or of the Cities, and the Holders, the Credit Providers, acid Persons to whom Adrmmstrative Expenses are owed shall never have the right to demand payment out of any funds raised or to be raised by any system of ad valorem taxation. (d) Credit Agreement Obligations that axe declared by an Additional Supplemental Ordinance to be on a panty with Subordinate Lien Obligations or Net Revenue Obligations shall be payable from the funds and accounts established pursuant to either Sections 5.2(b)(v) or 5.2(c)(iii), as applicable, and shall be humor and subordinate to the pledge and lien created herein in favor of the Obligations and Panty Credit Agreement Obligations. Section 2.3 Source of Payment of Operation and Maintenance Expenses. The Cities and the Board are obligated to pay Operation and Maintenance Expenses from the revenues remaining after satisfying the deposit requirements of Sectoon 5.2(b), and the Cities are not required or obligated to pay any Operation and Maintenance Expenses from any other revenues; properties, taxes, or income of the Cities. Section 2.4 Secunt~ereement. (a) The Controlling Ordinances are and shall continuously be and constitute a security agreement establishing a first lien on and security interest in the Pledged Revenues and Pledged Funds m favor of the Holders and tb,e Credit Providers holding Panty Credit Agreement Obligations pursuant to Applicable Law The grant; assignment, lien, pledge and security interest created herein on and against the Pledged Revenues and Pledged Funds shall become effective immediately upon and from the rime of payment for and delivery of the Initial Obligations and of any subsequently issued Additional Obligations and Panty Credit Agreement Obligations„ and the same shall be continuously effective for so long as any Obligations are Outstanding, and any Panty Credit Agreement Obhgarion and Adnunistrarive Expenses axe unpaid. (b) Such grants, assignments, hen, pledge and security interest shall be fully effective as to Pledged Revenues and Pledged Funds on hand, and a.ll Pledged Revenues shall be subject thereto on and as of the day or date on which they are owed to or collected by any party for the account of the Board or the Cities. (c) The Cities and the Board shall keep a full and complete copy of the Controlling Ordinances, the Outstanding Ordinances, and each Addirional Supplemental Ordinance, together with their authorizing proceedings, at all times among the permanent records ofthe Cities and the Board. Such records shall be open for inspection by any member of the general public and to any individual, firm, corporation, governmental enrity or other Person proposing to do or doing business with, or having or asserting clauns against the Caries or the Board with respect to the Airport, at all times iiunng regular business hours. (d) The provisions and filings required by subsections (a), (b)and (c) ofthis Section are included, provided, required and made herein pursuant to the requirements of, and with the effect stated in, the Acts. Should any other Applicable Law, in the opinion of counsel to the Cities or the Board, ever require filings addirional to the filing required by subsection (c) of this Secrion in order to preserve and protect the priority of the grants, assignments, lien, pledge and security ~.nterest created herein as to all Obligations and Panty Credit Agreement Obhgarions, then the Cities and the: Board shall diligently and regularly make such filings to the extent required bylaw to accomplish such result. DAL504-39002 :ODMA~MHODMA~Dallas;86498;10 02/02/00:3:57pm -~ 9- ARTICLE III PERMITTED AIRPORT INDEBTEDNESS Section 3 1 Initial Obligations. Other Panty Indebtedness. (a) On or after the effective date of this Ordinance, the Cities are authorized to issue and deliver, one or more series, of their bonds and commercial paper notes under and secured by the Controlling Ordinances, said Obligations to be entitled substantially, and to be m amounts not exceeding the amounts, respectively, as follows. (i) "Dallas -Fort Worth International Airport Joint Revenue Bonds, Series 2000A," in the maxunum principal amount of $335,000,000, for the purpose of paying Costs of the Airport; and ' (ii) "Dallas -Fort Worth International Airport Joint Revenue Commercial Paper Notes, Series A," in the maximum principal amount of $500,000,000, for the purpose of paying Costs of the Airport. (b) The Cities may increase the maxunum amount of any or all of the Obhgarions authorized m subsection (a) of this Section upon compliance as to the amount of any such increase wrth the requirements of Section 3 4 (c) The Initial Obligations are to be idenrified and issued, sold, and delivered for the purposes stated m, under and subject to the terms and provisions of the Controlling Ordinances and Additional Supplemental Orchnances. (d) From and after the effective date of this Ordinance, as declared in Section 10.6, the only indebtedness of the Cities that maybe issued or created under and secured by the Controlling Ordinances on a panty as to lien and right with the Prior Obligations as to the Pledged Revenues and Pledged Funds are (i) the Initial Obligations, (ii) Panty Crecht Agreement Obligations related to the Imrial Obligations, (iii) Additional Obligations, (iv) Panty Credit Agreement Obligations relating to Additional Obligations, and (v) obligations to pay Administrative Expenses relating to any Obligations and Panty Credit Agreement Obligations. Section 3.2. Rieht to Issue Additional Obligations. (a) The Caries reserve the right to issue debt securiries for the purpose of improving, constructing, replacing, or otherwise extending the Airport, or for the purpose of refunding or refinancing any debt or o~bhgarion of or relating to the Airport perrtted by Applicable Law When such debt securities are issued m accordance wrth this Section, and m confonmty with the requirements of Sections 3.3 and 3 4, and with the provisions of any Adchrional Supplemental Ordinance imposing additional restrictions thereon, they shall coxisritute "Additional Obligations" and will be on a panty and of equal quality and dignity as to hen and right to the Pledged Revenues and Pledged Funds under the Controlling Ordinances with any Obligations that will. remain Outstanding, and any Panty Credit Agreement Obligations that will remain unpaid, after their issuance. (b) Additional Obligations may be issued. or created from time to rime when and to the extent not prohibited or resmcted by related Credit Agreements, if any (c) Adchrional Obligations may be issued. in any manner and m any form and denorninarions and having any terms permitted by Applicable Law, and may be sold for cash or issued for such other consideration as may be permitted by Applicable Lavv DAI.504-39002 :ODMAVvIHODMA~Da11as;86498;10 _ _ 02/02/00:3:57pm `~O (d) Additional Supplemental Ordinances may further restrict the time, the manner and the requirements in or under which Additional Obligations and Credit Agreements may be issued, created, or executed. Section 3.3 Terms of Additional Obhsations. Additional Obligations shall be authorized in Additional Supplemental Ordinances. The Additional Supplemental Ordinances shall specify the details and terms of the Additional Obligations, and may contain such provisions as the Cities deem appropriate and not m conflict with the Controlling Ordinances or with Farber Additional Supplemental Ordinances. Section 3 4 Conditions Precedent to Issuance of Additional Obli ations. (a) No Additional Obligations shall be issued under this Ordinance unless the following instruments shall be executed. (i) A certificate, dated as of the date of delivery of the Additional Obligations, executed by an Authorized Officer, certifying, in effect, that: (A) All conditions prec;edent have been satisfied which are provided for in this Ordinance acid in each Additional Supplemental Ordinance, the provisions of which relate to or further restrict the issuance of Adchrional Obligations; and (B) No Event of Default has occurred and is then continuing under the Controlling Ordinances ar under any Additional Supplemental Ordinances that will not be cureii by the issuance of the Additional Obligations, and (ii) A written order, executed by an Authorized Officer, directing that the Additional Obligations shall be authenticatf;d if the same are required to be authenticated under the terms of the Additional Supplemental Ordinance; and (iii) A Certificate executed by an Authorized Officer certifying that the Cities have received at least one of the following: (A) An Airport Considtant's written report setting forth projections of Gross Revenues and Operation and Maintenance Expenses, and the report indicates that (I) the estunated Net Revenues for each of three (3) consecutive Fiscal Years beginning with the first Fiscal Year m which Debt Service is due on or with respect to the Additional Obligations proposed to be issued, and for the payment of which provision has not been made as indicated m the report of such Airport Consultant from the proceeds of such Additional Obhgationsand/or from interest that has been capitalized from the proceeds of previously issued Obligations, are equal to at least 125% of the Debt Service that will lbe due and owing and scheduled to be paid during each of such three (3) carisecutive Fiscal Years, after taking into consideration any additional Debt Sf;rvice to be paid during such period on or with respect to the Additional Obligations then proposed to be issued and any reducrion m Debt Service that m;~y result from the issuance thereof, and after applying the Standard Assumptions with respect to Outstanding or proposed Interim Obligations or Variable Interest Rate Obligations and DAL504-39002 :ODMAVvfHODMA~Da11as;86498;10 -21- 07J02/00:3:57pm (II) the schedule of rentals, rates <ind charges then in effect meets the requirements of Section 6.3(iii) herF~of; or (B) A certificate, executed by the Chief Financial Officer ofthe Board showing that, for either the Board's most recent complete Fiscal Year, or for any consecutive twelve (12) out of the most recent eighteen (18) months, the Net Revenues were equal to at least 125% of the maximum Debt Service on or with respect to all Outstanding Obligations and Panty Credit Agreement Obligations scheduled tc~ be paid during the then current or any future Fiscal Year after taking into consideration the issuance of the Additional Obligations then proposed to be issued, and after applying the Standard Assumptions with respect to Outstanding or proposed Interim Obligations or Variable Interest Rate Obligations. (b) The Cities shall include in each Additional Supplemental Ordinance authorizing the issuance of Initial Obligations and Additional Obligations a requirement that an amount equal to the Debt Service Reserve Requirement shall be deposited into or made available for the purposes of the Debt Service Reserve Fund or the Debt Service Fund, either (i) by including the required amount m the principal amount of the Obligations being issued, (ii) by requiring the required amount to be deposited to the Debt Service Reserve Fund from Gross Revenues in approximately equal inonthly installments over a period not exceeding sixty (60) months following the delivery of such Initial Obligations or Additional Obligations, respectively, (iii) by executing a Credit Agreement with one or more giiahfied Credit Provider(s) pursuant to Section 5.5(c) by which the Credit Provider(s) agree(s) to make deposits to either the Debt Sernce Reserve Fund or the Debt Service Fund in an amount equal to or greater than the amount of the Debt Service Reserve Requirement allocable to the Obligations being issued, in either csase, if necessary to pay the Obligations and the Parity Credit Agreement Obligations when due, or (iv) any combination of the methods permitted by clauses (i) through (iii). Section 3.5 Other Parity Encumbrances Prohibited Except for the pledge of the Pledged Revenues and the Pledged Funds to the payment o:f and as security for the Prior Obligations, the Initial Obligations, the Additional Obligations, and Parity Credit Agreement Obligations pursuant to the preceding Sections of this Article, the Pledged Revenues and the Pledged Funds shall not be pledged or encumbered to or for the payment of any other obligation or liability of the Cities relating to the Airport, unless the lien and pledge securing the same is expressly made junior and subordinate to the pledge and lien securing the Obligations and Panty Credit Agreement Obligarions in accordance with the following Secrions of this Article. Section 3.6 Subordinate Lien Obhearions. (a) The Cities reserve the right (i) to issue bonds, notes or other obligations for the purpose of further developing, improving, repau~ing, or maintaining the Airport, or refunding and refinancing previously issued or crf;ated indebtedness of the Caries relating to the Airport, and (ii) to enter into Credit Agreements crearing Crecht Agreement Obligations m connection therewith, that are, m each case, secured by and payable solely from the money on deposit from tune to time in a special fund or account created pursuant to Section 5.2(b)(v), upon and having such terms, conchrions, and provisions as the Cities deem appropriate, and, if desired, to additionally pledge Special Revenues thereto (b) Subordinate Lien Obligations, and Credit Agreement Obligations created m connecrion therewith, if any, shall be authorized, and their terms and provisions prescribed, m Additional Supplemental Ordinances. DAL504-39002 :ODMA4VIHODMA~Dallas;86498;10 -22- 02/02%00:3:57pm Section 3 7 Net Revenue Obh ations. (a) The Cities reserve the rights (i) to issue bonds, notes or other obligations for the purpose of further developing, improving, repairing,.or maintaining the Airport, or refunding and refinancing previously issued or cri~ated indebtedness of the Cities relating to the Airport, and (ii) to enter into Credit Agreements creating Credit Agreement Obligations in connection therewith, that are, in each case, secured by and payable from the money on deposit from time to time in a special fund or account created pursuant to Section 5.2(c)(iii), upon and having such terms, conditions, and provisions as the Cities deem appropriate, and, if desired, to additionally pledge Special Revenues thereto. (b) Net Revenue Obligations, and Credit Agreement Obligations created in connection therewith, if any, shall be authorized, and their terms and provisit~ns prescribed, in Additional Supplemental Ordinances. Section 3.8. Special Revenue Bonds. (a) The Cities reserve the right (i) to issue bonds, notes or other obligations for the purpose of paying Costs of t'he Airport or otherwise further developing, improving, repairing, expanding, or mamtaimng the Airport, or refunding and refinancing previously issued or created indebtedness of the Cities relating to the Airport, and (iii) to enter into related credit support agreements having such terms as are permitted by Applicable Law, that are, in each case, exclusively or partially secured by and payable from a first and superior lien on Special Revenues for such purposes, in such form, and having such terms and provisions as are permitted by Applicable Law (b) The rights of the Cities described in subsection (a) of this Section include, but are not limited to, the right to pledge Special Revenues to the payment of, and as additional security for, Subordinate Lien Obligations and Net Revenue Obligations. (c) Special Revenues, when and while they are pledged to secure the payment of Special Revenue Bonds, Subordinate Lien Obligations, or Net Revenue Obligations may be deposited to such funds and accounts of the Board as may be required by Applicable Law or as directed in the documents and agreements authorizing or relaring to their issuance. (d) Special Revenue Bonds maybe autlionzed, and their terms prescribed, in such ordinances, resolutions, indentures, or other proceedings as shall be determined by the Cities. Section 3.9 Panty Credit Agreement Ob'1i amens. Panty Credit Agreement Obligations and the rights and obligations of the Credit Providers holding the same shall be as specifically provided in Additional Supplemental Ordinances, and no such rights are being granted by this Ordinance. ARTICLE IV TERMS, PROVISIONS AND AUT~IIENTICATION OF OBLIGATIONS Section 4 1 Terms of Obligations. (a) The Prior Obligations shall mature, shall bear interest, shall be subject to redemption prior to maturity, shall be subject to registration and transfer, shall be m the denominations, and shall be payable at the places :>pecified and provided in the applicable Outstanding Ordinances, respectively (b) Subject to the provisions of any earlier Additional Supplemental Ordinance, the Initial Obligations, the Additional Obligations, and related Credit Agreements may be issued and executed in any form and manner, and may have any terms and provisions, permitted by Applicable Law The form of such Obligations shall be as substantially set forth m or authorized by the Additional Supplemental Ordinance. DAI.504-39002 :ODMA4~IHODMA~DaI]as;86498;10 02/02/00:3:57pm -23- Section 4.2. Initial Obligations. Additional Obh arions. Each Initial Obligation and each Additional Obligation shall be titled as specified iii an Additional Supplemental Ordinance and may, in addition, contain or have endorsed thereon such provisions, specifications and descriptive words not inconsistent with the provisions of the Controlling Ordinances or any Additional Supplemental Ordinance as maybe necessary or desirable to comply with Applicable Law or custom or otherwise as may be determmned by the City Councils of the Cities prior to the delivery thereof. The Initial Obligations and Additional Obligations of a series shall bear such further designation or designations, added to or incorporated in their title, as maybe necessary to distinguish them from the Obligations of every other senes. Initial Obligations and Additional Obligations shall be lettered or otherwise differentiated so as to distinguish each senes. Section 4.3 Medmm of Pa,~ent. The principal and any Redemption Pnce of, and the interest on, the Obligations shall be payable in any coin or currency of the United States of America which, on the respective dates of payment, is legal tender for the payment of public and private debts. Section 4 4 Initial and Additional Obligation Details. (a) Subject to the provisions hereof, Obligations shall be dated, shall mature and be payable on such dates and in such years and amounts, shall bear a fixed interest rate or rates per annum, or shall bear a Vanable Interest Rate, shall be subject to redemption on such terms and conditions and shall be payable as to principal, interest and Redemption Pnce at such place or places as shall be specified in the Additional Supplemental Ordinance authorizing their issuance. (b) The method of computing a Variable Interest Rate shall be specified in the Additional Supplemental Ordinance authorizing a senes of Vanable Interest Rate Obligations and shall be calculated and determined m any manner perrmtted by Applicable Law The method may include periods during which a rate may be fixed and be subject to change from rime to time; provided, however, such Vanable Interest Rate shall be subs ect to a Maxunum Interest Rate and maybe subject to a Minimum Interest Rate. The Addirional Supplemental Ordinance may contain such other details as may be perrrutted by Applicable Law Secrion 4.5 Initial and Additional Obhftarion Registrars and Re asters. (a) Each Additional Supplemental Ordinance shall designate a registr~~r (the "Registrar") for the purpose of keeping and maintaining books of registration (the "Obhgarion Register") in which the names of the Holders of the Obligations of the series authorized by the Additional Supplemental Ordinance shall be registered and recorded. The Paying Agent or any other person may be appointed as Registrar for any one or more senes of Obligations. (b) The terms, provisions and conchrions of registrarion, together with the manner and methods of recording transfers and replacing mutilated, lost or stolen Initial Obligations and Additional Obligarions, as to each senes, shall be set forth m the authorizing Additional Supplemental Ordinance. Secrion 4 6 Paying Agents. (a) Each Adeiirional Supplemental Ordinance authorizing a senes of Obligations shall designate a Paying Agent for that senes. The dunes of the Paying Agent are as described in this Ordinance and as further described m the applicable Additional Supplemental Ordinance and m any separate contracts and agreements approved by the B'~oard. (b) The Caries, the Board, each Paying Agent, and each Registrar may deem and treat the person m whose name any Obhgarion shall be registered as the absolute owner of such Obhgarion, whether such Obligarion shall be overdue or not, for the purpose of receiving payment of or on account of, the principal and Redemprion Pnce, if any, of, and, in the case of any fully registered Obligation, interest on, such Obligation and for all other purposes, and all payments made to ariy such registered owner or upon lus order shall be valid DAL504-39002 :ODMAUvIHODMA~Dallas;86498;10 02!02%00:3:57pm -24- and effectual to satisfy and discharge the liability upon such obligation to the extent of the sum or sums so paid, and neither the Cities, the Board, nor any Paying Agent, nor any Registrar shall be affected by a notice to the contrary Section 4 7 Application of Proceeds of Obligations. The proceeds derived from the sale and delivery of each senes of Initial Obligations and Additional Obligations shall be deposited as and to the extent directed m this Ordinance as to deposits to the Debt Service Reserve Fund, and as to other deposits, as directed m any applicable Additional Supplemental Ordinance. Section 4.8 Execution and Authentication of Obli at~ions_. (a) Each Ixutial Obligation and each Additional Obligation shall be executed m the name ~f the Cities by the manual or facsimile signature of any one or more officers of the Cities, and their respective official seals shall be affixed, imprinted, engraved or otherwise reproduced thereon as authorized and directed in an Additional Supplemental Ordinance. (b) Incase any officer who shall have signed, sealed or attested any of the Obligations shall cease to be such officer before the Obligations so signed, sealed or attested shall have been authenticated and delivered, such Obligations may nevertheless be authenticated and delivered as if the person who so signed, sealed or attested such Obligations had not ceased to be such officer Any Obligation maybe signed, sealed or attested on behalf of the Cities by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such Obligation such person may not have held such office. (c) The manner and method of authenticating the Initial Obligations and the Additional Obligations of each senes shall be set forth in each authorizing Additional Supplemental Ordinance. Authentication may be a certificate of registration executed by a Paying Agent or a Registrar Section 4.9 Obligations m Book Entry Form The Cities reserve the right to authorize a system of ownership registration in total or partial book-entry form for any senes of Obligations to the extent so provided in an Additional Supplemental Ordinance. The rights and duties of the City and the Holders of Obligations which are subs ect to such system of registration of ownership shall be provided in the applicable Additional Supplemental Ordinance. ARTIiCLE V SPECIAL FUNDS., USES OF MONEYS Section 5 1 Special Funds and Accounts. (a) The Cities (i) confirm and rename the "Interest and Sinking Fund" (created in the 1968 Ordinance) as the "Debt Service Fund," (ii) confirm and rename the "Reserve Fund" (created in the 1968 Ordinance) as the "Debt Service Reserve Fund," and (iii) confirm and continue the "Capital Improvements Fund," the "Operating Revenue and Expense Fund," and the "Construction Fund," all of the same having been crc;ated in Section 17 of the Contract and Agreement and the 1968 Ordinance, and the following special funds, as confirmed and continued w~thm the Joint Airport Fund, shall hereafter be governed by the terms of this Ordinance: (i) the Debt Service Fund, (ii) the Debt Service Reserve Ftind, (iii) the Capital Improvements Fund, DAL504-39002 :ODMA~IvIHODMA~Da0as;86498;10 02%02/00:3:57pm -25- (iv) the Operating Revenue and Expense Fund, and (v) the Construction Fund. (b) The Debt Service Fund and the Debt Service Reserve Fund are special trust funds, to be held by the Board for the benefit of the Holders of Obligations, the Credit Providers holding Panty Credit Agreement Obligations, and Persons to whom Administrative Expenses are owed, due and payable. (c) Unless required otherwise by an Additional Supplemental Ordinance, all of such funds not expressly required by this Ordinance or an Addition~il Supplemental Ordinance to be held by a trustee, may be held m any bank or lawful depository of the funds of the Board, including the Treasurer (d) Any other funds, accounts or moneys required to be created or held under the terms of any Additional Supplemental Ordinance shall be held at the place or places specified in such Additional Supplemental Ordinance. (e) All funds and accounts created or confirmed m this Ordinance and in any Additional Supplemental Ordinance, and the books and records of account with respect thereto, shall be kept and maintained in such manner as will record on a regpilar basis all deposits therein and the source thereof, withdrawals therefrom and the purposes therefor, and the earnings realized with respect thereto. (f) All moneys on deposit m the special;funds confirmed by this Section on the date of delivery of any of the Initial Obligations shall be held therein and thereafter shall be maintained, supplemented, invested, and applied as directed in this Ordinance an(i m Additional Supplemental Ordinances, as applicable. Section 5.2. Flow of Funds. (a) All Gross Revenues, when and as received by the Board, shall be promptly deposited to the credit of the Operating Revenue and Expense Fund. (b) Unless made more frequent by an Additional Supplemental Ordinance, the Board shall transfer all amounts on deposit in the Operating Revenue and Expense Fund monthly on or before the last Business Day of each month to the following Funds and in the following order of pnonty (i) First, to the Debt Service Fund, an amount equal to the lesser of (A) all funds available for transfer,~or (B) an amouni; equal to the Accrued Aggregate. Debt Service, subject to Section 5.3 hereof. (ii) Second, if and to the extent required by an Additional Supplemental Ordinance pursuant to which Obligations are issued and/or related Credit Agreements are authorized, to a special account or accounts, such amount as is necessary to pay any Administrative Expenses that are due and payable during the succeeding month, (iii) Third, to the Debt Service Ri;serve Fund, the lesser of (A) all funds available for transfer, or (B) subject to the alternative funding methods permitted by Sections 3 4(b) and 5.5(c), up to the amount required to cau:;e the amount on deposit therein to be equal to the lesser of (y) the Debt Service Reserve Requirement, or (z) the amount then required to be on deposit therein according to said sections, plus any amounts required to restore or replenish any deficiencies in the Debt ServicE; Reserve Fund so that the amounts required by Section 5.5 are on deposit therein when, as, and in the amounts therein required, DAL50439002 :ODMAUvIHODMA~Da11as;86498;10 -26- 02/02!00:3:57pm (iv) Fourth, to any other fund or account required by any Additional Supplemental Ordinance authorizing Obligations and/or Panty Credit Agreement Obligations, the amounts required to be deposited therein, and (v) Fifth, to a special account or fund, if any, created by the Cities m an Additional Supplemental Ordinance, for the purpose of paying the principal and redemption puce of, the interest on, and reserves for Subordinate Lien Obligations, and paying Credit Agreement Obligations that are declared to be on a panty therewith. (c) Unless otherwise directed by an Additional Supplemental Ordinance, during each month, after making the transfers required by subsection (b) of this Section, the Board is authorized to expend or set aside any money on deposit in the Operating Revenue and Expense Fund for the following purposes, in the following order of priority (i) First, expending such money for the purpose of paying the Operation and Maintenance Expenses of the Board in accordance with the current annual budget of the Board, (ii) Second, setting aside into a separate account an amount sufficient to pay Operation and Maintenance Expenses for the'ensuing period of ninety (90) days, as estimated by an Authorized Officer; and (iii) Third, depositing such money into a special account or fund created by the Cities in an Additional Supplemental Ordinance, for the purpose of paying the principal and redemption price of, the interest on, and reserves for Net Revenue Obligations, and paying Credit Agreement Obligations that are declared to be on a panty therewith. (d) Gross Revenues remaining unexpended at the close of business on the last day of each Fiscal Year, after expending or setting aside the money required for the purposes set forth in subsections (a), (b), and (c) of this Section, shall be deposited to the credit of the Capital Improvements Fund for use, deposit and application in accordance with Section 5 6 (e) Notwithstanding the other provisions of this Secrion, the Board shall not be required to set aside or pay any amounts to a Credit Provider or to a Paying Agent m respect of Administrative Expenses except as requested by such Persons and approved by an Authorized Officer (f) Notwithstanding the other provisions of this Section, Gross Revenues received from or through the United States of America, the State of Tf:xas, or other sources, the use of which is limited, shall be used as Gross Revenues in compliance with any requirements placed on the use of such funds. Section 5.3 Adjustments m Transfer Rer~uirements. (a) The Accrued Aggregate Debt Service required to be transferred to the Debt Service Fund ley subsection 5.2(b)(i) shall be reduced by an amount equal to the total of any moneys already on deposit. m the Debt Service Fund which are in excess of the amount of Debt Service due on the next Interest Payment Date or Principal Payment Date, after taking into account investment earnings actually realized (inclusive of accrued interest and amortization of original issue discount orprerruum), excess deposits made on accourrt of Variable Rate Obligations and the assumed interest rates thereof, and money deposited therein from tYie proceeds of Obligations as capitalized interest or otherwise. It is provided, however, that the amounts :required to be transferred shall never be reduced to an DAI,504-39002 :ODMAVviHODMA~Dallas;86498; ] 0 02/02/00:3:57pm -27_ amount below the amount necessary to pay all amoiirts then due and owing on the Obligations and Panty Credit Agreement Obligations when due and payabli~. (b) In the event the counterparty to a Swap Agreement becomes obligated to make payments to the Board, such amounts shall be deposited to the Dc;bt Service Fund. (c) The Board may at any time increase the amounts of any transfers required by Section 5.2 from funds on deposit m the Operating Revenue and Expense Fund, or from any other lawfully available moneys, so long as such transfers do not reduce the amounts required to be transferred to any particular fund or account in accordance with Section 5.2. Section 5 4 Uses of Debt Service Fund (a) The Board shall pay, out of the Debt Service Fund, to the respective Paying Agents for any of the Obligations from time to time Outstanding, or directly to a Credit Provider holding a Panty Credit Agreement Qbhgation, as applicable (i) on the date specified in the Outstanding Ordinances and in Additional Supplemental Ordinances or Credit Agreements pursuant to which Panty Credit Agreement Obligations are created, but in no event later than each Interest Payment Date, the amount (as deterrmned by each Paying Agent or other party designated in each applicable Outstanding Ordinance and Addirional Supplemental Ordrnance):regluredfnr the payment of interest on the Obligations or Parity Credit Agreement Obligations due on such ;Interest Payment Date, and (ii) on the date specified in the Outstanding Ordinances and Additional Supplemental Ordinances or Credit Agreements pursuant to which Panty Credit Agreement Obligations are created, but in no event later than the redemption date, the amount required for the payment of accrued interest on Obligations or Panty Credit Agreement Obligations to be redeemed or paid unless the payment of such accrued'interestshall be otherwise provided for Such amounts paid to Paying Agents shall be held and applied by the Paying Agents as directed in Section 5.9 (b) The Board shall pay, out of the Debt Service Fund, to the respective Paying Agents, on the dates specified in the Outstanding Ordinances and each Additional Supplemental Ordinance, but in no event later than each Pnncrpal Payment Date for any of the Obligations from time to tune Outstanding or Parity Credit Agreement Obligations corning due, the amount (as determined by each Paying Agent or other party desrgnated in each applicable Additional Supplemental Ordrnance) required for the payment of any Pnncrpal Installments and any Redemption Price that are due on Obligatrons, and similar amounts that are due and payable on Panty Credit Agreement Obligatrons on such Pnncrpal Payment Date and such amounts paid to Paying Agents or Credrt Providers shall be held anct applred by the Paying Agents or Credrt Providers as drrected in each Outstandrng Ordrnance and rn each .Additional Supplemental Ordrnance. (c) The amount accumulated m the Debt Service Fund for each Srnknng Fund Installment may, and rf so drrected and authorized by an Addrtronal Supplemental Ordinance shall, be applied prior to a day preceding the due date of such Srnking Fund Instalhnc;nt, as fixed in the Addrtronal Supplemental Ordinance, to (i) the purchase of Obligatrons of the series and maturity for whrch such Sinking Fund Installment was established, at prices (including any brokerage and other charges) not exceeding the Redemption Price payable from Srnking Fund Installments for such Oblrgations when such Obligatrons are redeemable by applicatron of said rnstalhnents plus unpard interest accrued to the date of purchase, such purchases to be made m such manner as rs specified in the Additional Supplemental Ordrnance, or DAI,504-39002 :ODMA~MHODMA~Da11as;86498;10 Oo 02/02/00:3:57pm -.ZO- (ii) the redemption of Obligations pursuant to the provisions of the applicable Additional Supplemental Ordinance authorizing such Obligations, if then redeemable by they terms, at a pace not exceeding the Redempt~.on Price. (d) If a stated Interest Payment Date or a Principal Payment Date, or a date fixed for redemption of Obligations or Parity Credit Agreement Obligations, shall not be a Business Day, then the Interest Payment Date, Principal Payment Date or redemption date shall be deemed to be the next succeeding Business Day and no interest shall accrue between the stated day and the applicable succeeding Business Day Section 5.5 Uses ofDebt Service Reserve Fund (a) Moneys on deposit m or required by a Credit Agreement to be deposited to the Debt Service Reserve Fund shall be used solely and exclusively for the purposes of making transfers to the Debt Service Fund m the event the moneys m the Debt Service Fund are not sufficient to make transfers to the Pa}nng Agents, or payments to Credit Providers for the payment of Parity Credit Agreement Obligations, on the dates anii m the full amounts required by this Ordinance, by any Additional Supplemental Ordinance, or by any Credit Agreement. (b) Subj ect to the rights reserved in subsection (c) of this Section, the Debt Service Reserve Fund shall be established and maintained in an amount equal to the Debt Service Reserve Requirement, as such amount is determined m accordance with the following paragraphs of this subsection, to-wit: (i) The amount of the Debt Service Reserve Requirement to be deposited and maintained in the Debt Service Reserve Fund on account of the Prior Obligations is an amount equal to the average annual Debt Service on and with respect to the Prior Obligations from time to time; and (ii) The amount of the Debt Service Reserve Requirement to be deposited, accumulated, and maintained, or alternatively funded in accordance with subsection (c) of this Section on account of each respecrive sen es of the Initial Obligations and any Additional Obligations shall be established and funded, or funding shall be provided therefor, in accordance with the provisions of Additional Supplemental Ordinances authorizing their issuance, but shall be m an amount that is not less than the average annual Debt Service that will be required to be paid on or with respF;ct to such Initial Obligations and Additional Obligations that are from time to time Outstanding, except that no increase m the Debt Service Reserve Requirement is required on account of any series of Interim Obligations that are secured, guaranteed, or insured by a Credit Provider For the purposes of this subsection, computations with respect to Variable Interest Rate Obligarions shall be made by applying the applicable Standard Assumptions. (c) The Debt Service Reserve Requirement required on account of the issuance of each respective series of Initial Obligations and Additional Obligations shall be funded either (i) by including the required amount m the principal amount of the Obligations being issued, (ii) by requiring the required amount to be deposited to the Debt Service Reserve Fund from Gross Revenues in approximately equal monthly installments over a period not exceeding sixty (60) mcinths following the delivery of such Imrial Obligations or Additional Obligations, respectfully, (iii) by entering into one or more Credit Agreements, such as surety, insurance, other similar contracts, letters of credit an(i similar arrangements, with an insurance company or companies or a bank or banks, insuring or providing amounts up to the portion of the Debt Service Reserve Requirement applicable to the Obhgarions being issued, or (iv) by any combination of such methods. Such Credit Agreements must provide for the payment of the principal of and interest on the Obligations when due, DAL504-39002 :ODMA~MHODMA~Dallas;86498;10 ~~(~- 02/02/00:3:57pm -i.7 and in order to avoid a default thereof, up to an air~iount equal to the Debt Service Reserve Requirement applicable to the Obligations to which they relate, to the extent cash funds in the Debt Service Reserve Fund do not contain the amount required to be on deposit therein from time to time. The total dollar amount of the insured or guaranteed liability under the Credit Agreement with respect to the payment of such Obligations shall be deemed for all purposes hereof to satisfy <~ corresponding amount of the Debt Service Reserve Requirement. In order for a Credit Agreement to be ei:fective in satisfying in whole or in part the Debt Service Reserve Requirement, the execution of such Credit Agreement must not result in or cause the then underlying credit rating on the Obligations to be lowered or withdrawn by a mad onty of the credit rating agencies then having a contract credit rating with respect to the Obligations. A determination by the Cities that the terms and provisions of a particular Credit Agreement are ~n compliance with the requirements of this subsection shall be conclusive. To the extent such agreements or+ contracts are entered into, the Cities may pay the costs thereof from amounts that would otherwise be dep©sited to the Debt Service Reserve Fund pursuant to subsection 5.2(b)(iii). (d) If, at any time, a transfer is required from the Debt Service Reserve Fund for the purposes stated m subsection (a), the Board shall make such transfer on the dates on which transfers are required to be made to the Paying Agents under this Ordinance or an Additional Supplemental Ordinance. (e) Subject to such hrrutations as may be contained m an Additional Supplemental Ordinance, the Cities shall have the nght and option to apply money in the Debt Service Reserve Fund to redeem Obligations or to pay related Panty Credit Agreement Obligations in advance of their maturity date when and if the same are subs ect to redemption at the option of the Cities m an amount by which the redemption lowers the Debt Service Reserve Requirement. (f J Any funds on deposit m the Debt Ser~~ce Reserve Fund m excess of the Debt Service Reserve Requirement from tune to time may be transferred to the Debt Service Fund or, at the discretion of the Board, maybe applied to pay Costs of the Auport, or transferred to the Operating Revenue and Expense Fund. Section 5.6 Uses of Coital Improvements Fund (a) Moneys transferred to the Capital Improvements Fund, as required by Section 5.2(d), shall be applied as follows. (i) First, to make deposits to such separate, special accounts and funds as may be required by the terms of any contracts or agreements, and any amendments thereto, executed between the Board and the commercial airline users of the Airport and to expend and pay out such moneys in accordance with the requirements of such agreements and amendments, and (ii) Second, to accumulate and re,plemsh, as needed, a capital improvements and extraordinary maintenance account for the Airport in such amount as determined from tune to time by resolution of the Board, the money in said account to be used. (A) to pay any Costs of the Airport, or otherwise paying the costs of constructing, or otherwise acquinng, extending or improving (or any combination thereof) the Airport or aJiy Facilities authonzed by Applicable Law; (B) to pay the cost of extraordinary or mayor Operation and Maintenance Expenses and repairs at. the Airport; and DAI,504-39002 :ODMA~MHODMA~Dallas;86498; I0 ~ O_ 02/02/00:3:57pm (C) to pay any Obhgatio~ns or other obligations of, or relating to, the Airport that are payable from the Gross Revenues or the Net Revenues, if such payment is necessary to prevent an Event of Default with respect thereto. Such moneys shall be used, to prevent an Event of Default with respect to any Outstanding Obligations, and, otherwise, at the Board's discretion. (b) At the close of any Fiscal Year after fiznding the amounts required by subsection (a) of this Section, the Board, at its discretion, may use and apply any additional money that is transferred to the Capital Improvements Fund to either or both of the following purposes. (i) to make transfers to the Operating Revenue and Expense Fund to be included as a part of Gross Revenues, or (ii) for any other purpose penmtted by Applicable Law related to the Airport. (c) Notwithstanding the provisions of subsections (a) and (b) of this Section, moneys on deposit m the Capital Improvements Fund shall be used to prevent a default in the payment of any Obligations or Panty Credit Agreement Obligations. Sectoon 5 7 Restoration of Deficiencies. Should the Debt Service Fund or the Debt Service Reserve Fund, or any other fund or account of any of the types described in subsecrion 5.2(b), contain less than the amount required to be on deposit therein, then such deficiency shall be restored from Pledged Revenues over a penod not longer than dunng the ensuing Fiscal Year, and further transfers to the Capital Improvements Fund pursuant to subsection 5.2(d) shall be suspended until such deficiency has been restored. Section 5 8. Investment of Funds and Accounts. (a) Subject to restnctions set forth in a Credit Agreement, if any, amounts m any fund or account created herein may, to the extent permitted by Applicable Law, be invested in Investment Securties. All investments shall be made by or upon written instruction of an Authorzed Officer ~n accordance with Applicable Law and the Board's investment policy approved by the Board from tune to time. Such investments shall mature in such amounts and at such times as may, in the judgment of such Authorzed Officer, be necessary to provide funds when needed to make timely payments from such fund or account. In order to avoid loss ~n the event of a need for funds, the Board may, m lieu of a liquidation of investments m the fund or account needing funds, exchange such investments for investments in another fund or account that maybe liquidated at no, or at a reduced, loss. (b) Except as otherwise provided in this Ordinance, obligations purchased as an investment of moneys in any fund or account created in or confinne:d by this Ordinance shall be deemed at all times to be apart of such fund or account and the income or interest earned, profits realized or losses suffered by a fund or account due to the investment thereof shall be retained m, credited or charged, as the case may be, to such fund or account. It is provided, however, that eanvn€s may be used as provided in subsection 5.2(c). (c) In computing the amount m the Debt Service Reserve Fund, obligations purchased as an investment of moneys therein shall be valued at their Market Value annually pror to the adoption of the annual budget for the Airport. DAL504-39002 :ODMA~IvI HODMA~Da11as;86498; 3 0 OZ%02/00:3:57pm -j 1- (d) Except as otherwise provided m this'Ordinance, the Board shall sell or cause to be sold at the best price obtainable, or present for redemption or exchange, any Investment Secunty purchased as an investment pursuant to this Ordinance whenever it shall be necessary in order to provide moneys to meet any payment or transfer from the fund or account for which such investment was made. (e) To the extent not invested in Investment Secunties, funds and accounts shall be fully secured m the same manner as is requued for the public funds of the Board. Section 5.9 Effect of Deposits With Paving Agents. (a) Whenever Pledged Revenues shall be on deposit with a Paying Agent m the amounts required herein or m an Outstanding Ordinance, or m an Additional Supplemental Ordinance, then the Cihi~s and the Board shall be released from any further obligations of payment of the interest on or the principal or Redemption Pnce of Obligations with respect to which the deposits and transfers were made. The Folders of the Obligations with respect to which such moneys are held shall look solely to the appropnati; Paying Agents for payment of the interest on or the principal or Redemption Pnce of the applicable Obh~gations from such moneys. (b) Moneys transferred to a Paying Agent shall be set aside and continuously held uninvested (unless otherwise provided m an Outstanding Ordinance or m an Adchrional Supplemental Ordinance) in a special trust fund or account held by the Paying Agent and shall be used for the sole and exclusive purpose of paying the amounts due and owing on the Obligations with respect to which such transfers were made and upon demand for such payment by the proper Holiiers. Any moneys remaining unclaimed for a penod specified in any Applicable Law relating to the escheat ofproperty or money shall be distributed by the Paying Agent in accordance with such law (c) Obligations, for the full payment oP the principal amount or Redemption Price of which moneys have been provided to the appropnate Paying Agents under this Section, shall no longer be deemed to be Outstanding from and after the maturity or rede:mphon date thereof and all interest thereon shall cease to accrue from and after said date. (d) Notwithstanding the provisions of subsection (a) and (b) of this Section, an Addirional Supplemental Ordinance may require the payment of amounts deposited with the Paying Agent to be paid to a Credit Provider if offsetting and comparable amounts are deposited by the Credit Provider with the applicable Paying Agent for the purpose of makiing direct payment to the Holders of the applicable Obligations. Section 5 10 The Construction Fund Mc~~ney shall be deposited to the Construction Fund when and as directed by Additional Supplemental Ordinances and shall be mvested, used, applied, and expended as directed in the 1968 Ordinance, except as may be modified by Additional Supplemental Ordinances. ARTICLE VI GENERAL COVENANTS AND REPRESENTATIONS Secrion 6. i Budgets and Expenditures. (a) For each Fiscal Year hereafter, the Board shall, in accordance with the terms, provisions and requirements of the Contract and Agreement, prepare and annually subrmt to the Cities an annual budget containing estimates of expenditures and anticipated Gross Revenues for the next ensuing Fiscal Year The estimates of expenditures m connection with the operation of the Airport shall be classified so as to set forth the data ley accounts and funds (including those confirmed and reestablished m this Ordinance) and work programs and other details as maybe required by the Board and DAL504-39002 :ODMA~MI-IODMA~Dallas;86498;10 02/02%00:3:57pm -,32- the Cities. The estimates of Gross Revenues shall be reasonably classified as to funds and sources of income. Such estimates m addition shall be so .prepared as topermit an analysis of Gross Revenues and of Operation and Maintenance Expenses under the definitions set forth m this Ordinance. Copies of such budget shall also be delivered upon the written request to any Holder of at least 2% m aggregate principal amount of any Obligations from time to time outstanding. Additionally, the budget, as m the case of all public records of the Board, shall be open and available for inspection Y~y any Holder and any Credit Provider at any reasonable time. (b) All Operation and Maintenance Expenses shall be reasonable and the total expenditures for the purchase of services, goods or commodities shalil not exceed m any year the total expenditures thus set forth m the annual budget except on the express appxoval of the Board and the Cities m accordance with the Contract and Agreement. Section b.2. Payment of Obh atg ions. The Cities agree promptly to pay the principal of and the interest on every Obligation at the place, on the dates, and in the manner specified in the Outstanding Ordinances and the Additional Supplemental Ordinances. Section 6.3 Rates. Charges and Free Use of Land The Cities covenant and agree as follows. (i) The Board shall. fix, place i~ito effect, directly or through leases, contracts or agreements with users of the Airport, a scl~iedule of rentals, rates, fees and charges for the use, operation and occupancy of the Airport premises and. Facilities and the services appertaining thereto, which is reasonably estimated to produce the amounts provided m paragraphs (ii) and (iii), next below From time to time and as often as it shall appear necessary, the Executive Director of the Airport and other Authorized Officers shall make recommendarions to the Board as to the revision of the schedule of rentals, rates, fees and charges. Upon receiving such recommendal:ions, the Board shall revise, insofar as it may legally do so, the rentals, rates, fees and char3;es for the use, operarion and occupancy of the Airport, its Facilities, and the services appertaning thereto m order continually to fulfill the requirements of this covenant. This covenaz shall not be construed to require adjustment or revision mlong-term agreements which by their terms are not subject to adjustment or revisian, (ii) The schedule of rentals, rates, fees and charges required by paragraph (i), next above, shall be at least sufficient to produce in each Fiscal Year Gross Revenues sufficient to pay (A) the Operation and M~iintenance Expenses, plus (B) 1.25 times the amount of Accrued Aggregate Debt Service, as adjusted pursuant to Section 5.3, accruing during each Fiscal Year, respectively, plus (C) an amount equal to the amounts required to pay any other obligations payable from Gross Revenues of the Airport, including Subordinate Lien Obligations and Net Revenue Obligations, but excluding Special Revenue Bonds and Special Facility Bonds, and plus (D) any additional amounts required by the terms of an Additional Supplemental Ordinance; (ui) The schedule of rentals, rates, fees and charges required by paragraph (i), next above, shall be at least sufficient to produce in each Fiscal Year Current Gross Revenues sufficient to pay the amounts provided in clauses (A), (C) and (D) of subsection (ii), next above, plus 1 00 times the amount of Accrued. Aggregate Debt Service accruing during each Fiscal Year, respectively; DAL504-39002 :ODMA~MHODMA~Dallas;86498;10 -33- 07/07100:3:57pm (iv) The Board shall cause all rentals, fees, rates and charges pertaining to the Airport to be collected when and as due; shalll prescribe and enforce rules and regulations for the payment thereof and for the consequenc~~s of nonpayment for the rental, use, operation and occupancy of and services by the Airpoirt, and shall provide methods of collection and penalties to the end that the Gross Revenues and the Current Gross Revenues shall be adequate to meet the respective requirements hereof; and (v) To the full extent lawfully permissible, no free use of the land, public roads and ways comprising a part of the Airport shall be allowed or permitted for commercial purposes by pnvate or commercial concerns providing direct service to the traveling public, and no rights-of--way, easements, access or uses on or across said lands or public roads and ways for commercial purposes shall be granted except through easements, franchises or perrruts granted, and for consideration fixed, by the Board. Section 6 4 Books, Audits. Inspection. (a) So long as any Obligations or Credit Agreements remain outstanchng, proper books of record and account will be kept by the Board, separate and apart from all other records and accounts of the Cities, showing complete and correct enures of all transactions relating to the Auport. (b) The Board shall, after the close of each Fiscal Year, cause an audit of such books and accounts to be made by an Independent Accountant. Each such audit will be available for inspection by any Holder of Obligations and any Credit Provider Each such audit, m addition to whatever matters may be thought proper by the accountant to be included therein, shall include the following: (i) the year's total cost of preparing, constructing, otherwise acquinng and unproving Facilities, (ii) the revenues denved from the leasing or other operation or use of the Airport and of the disposition thereof for such year; (iii) the amount of Gross Revenues and Pledged Revenues during the penod covered, (iv) the total amount of Operation and Maintenance Expenses for the penod, (v) the Net Revenues for the penod, including a statement as to whether or not the requirements of Section 6.3 have been met; (vi) a balance sheet and financial statement as of the end of such Fiscal Year, including the amount on hand, both cash and ;investments, in each of the accounts and funds created within the Joint Airport Fund, together with a hsring of all obligarions payable from Gross Revenues, Pledged Revenues or Net Revenues, (vii) the Independent Accountant's comment regarding the Board's methods of operation and accounting practices and the rr~nner in which the Cities and the Board have earned out the requirements of the Outstanding Ordinances, this Ordinance, each Additional Supplemental Ordinance, and any other proceedings authonzing the issuance of outstanding obligations ofthe Airport, and the Independent: Accountant's recommendation for any change or unprovements m the operation of the Airport as relates to such books and accounts, and DAL,504-39002 :ODMA~SHODMA~Dallat;86498;10 - ~ 4- 02%02/00:3:57pm (viii) a list of the insurance pohciis m force at the end of the Fiscal Year, setting out as to each policy the amount of the policy;, the risks covered, the name of the insurer, and the expiration date of the policy (c) All expenses incurred m the making of the audits and reports requued by this Section shall be regarded and paid as Operation and Maintenance ;Expenses, except during construction of improvements to the Airport, when the expense may be treated as a cost of the improvement. The Board shall furnish forthwith (and m any event within sixty (60) days from the time the audit and report is filed with the Cities) a copy of each of such audits and reports to any Holder of at least 2% of the Obligations and to any Credit Provider at its written request. (d) Subject to security and safety regulations of the Board, a representarive of any Holder or Holders of at least 2% of the Obligations at the time Outstanding and any Credit Provider shall have the right at reasonable times to inspect the Airport and the records, accounts and data of the Board relating thereto. Section 6.5 Reuresentations as toPledged Funds and Pledged Revenues. (a) The Cities represent and warrant that they are authorized by Applicable Law to authorize and issue the Initial Obligations, to adopt this Ordinance, and to pledge the Pledged Funds and Pledged Revenues m the manner and to the extent provided in this Ordinance, and that the Pledged Funds and Pledged Revenues so pledged are and will be and remain free and clear of any pledge, hen, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge and hen created m or authorized by this Ordinance except as expressly provided herein for Obligations and Parity Credit Agreement Qbligations. (b) The Obligations and the provisions of this Ordinance are and will be the valid and legally enforceable special obligations of the Cities m accordance with their terms and the terms of this Ordinance, subject only to any applicable bankruptcy or insolvency laws or to any Applicable Law affecting creditors rights generally (c) The Cities shall at all rimes, to the extent pertrutted by Applicable Law, defend, preserve and protect the pledge of the Pledged Funds and Pledged Fevenues and all the rights of the Holders and the Credit Providers under this Ordinance and all Credit Agrei~ments against all claims and demands of all persons whomsoever Section 6.6 Covenant Not to Impair Ob1iQ;ations and Credit Agreements. The Cities covenant that the "Dallas-Fort Worth Regional Airport Use Agre'ement," entered into between the Board and various airlines, as amended by the "Second Amendment," dated as of October 1, 1981, the "Passenger Service Facilities Agreement," dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement," dated as of April 1, 1972, as amended as of October :l, 1981, will not be amended or altered in any manner that would impau the rights or security of the Holders of Obligations or of Credit Providers under Credit Agreements. It is provided, however, that this covenant shall not be construed or applied to require the Board to agree to extend such agreements beyond their respective terrmnahon dates or to enter into similar or substitute agreements subsequent thereto ARTIC°LE VII EVENTS O1F DEFAULT Section 7 1 Description. Each of the following occurrences or events for the purposes of this Ordinance shall be and is hereby declared to bean "E;vent of Default," to-wit: DAL50439002 :ODMA\MHODMA~Da11as;86498;10 - j 5- 02/02/00:3:57pm `~ (i) The failure to make payment of the Principal Installment of any of the Obligations when the same shall become du;e and payable; (ii) The failure to pay any installment of interest on Obligations when the same shall become due and payable; (iii) The failure to pay when du'e any amounts, whether principal, interest, or other payment, that are due and owing on any Panty Credit Agreement Obligations and such failure shall continue for a period of sixty (6'0) days after the due date thereof; (iv) Default in any covenant, undertaking, or commitment contained in the Contract and Agreement, the failure to perform wlnch materially affects the rights of the Holders, including, but not limited to, their prospect or ability to be repaid in accordance with the teens and provisions of this Ordinance, and the continuation thereof for a period of sixty (60) days after written notice of such default: by any Holder (v) The Cities or the Board shall discontinue or unreasonably delay or fail to carry out with reasonable dispatch the recori~trucrion of any part of the Airport which shall be destroyed or damaged and which shall mi~terially affect the revenue producing capacity thereof; (vi) An order or decree shall be e~atered by a court of competent urisdiction with the consent and acquiescence of the Cities appointing a receiver or receivers for the Airport or of the rentals, rates, revenues, fees or charl;es derived therefrom, or if any order or decree having been entered without the consent and acquiescence of the Cities shall not be vacated or discharged or stayed on appeal within ninety (90) days after entry; (vii) The Cities shall default m thi: due and punctual performance of any other of the covenants, conditions, agreements and previsions contained m the Obligations, or a Panty Credit Agreement Obligation, or m this Orrdmance, or in any of the provisions of the Outstanding Ordinances that are continued, restated, or incorporated into this Ordinance or m an Additional Supplemental Ordinance, acid if such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Cities or to the Board by the Holders of not less than two percent (2%) m aggregate principal amount of the Obhgatiions then Outstanding, or by a Credit Provider that is granted the authority to give and to withdraw such notices under the terms of an Additional Supplemental Ordinance. Section 7.2. Remedies for Defaults. Upon the happening and conrinuance of any of the Events of Default as provided m Section 7 1, then and in every case any Holder and any Credit Provider holding Panty Credit Agreement Obligarions, including, but not lmuted to, a trustee or trustees therefor, may proceed against the Caries and the Board, for the purpose of protecting and enforcing the rights of the Holders and Credit Providers holding. Panty Credit Agreement Obligarions under this Ordinance and any Additional Supplemental Ordinance, by mandamus or other suit, action or special proceeding m equity or at law, m any court of competent ~unsdicrion, for any relief permitted by law, including the specific performance of any covenant or agreement contained m the Controlling Ordinances or in any Outstanding Ordinance, or thereby to en~om any act or thing which may be unlawful or m violation of any right of the Holders or of Credit Providers holding Panty Credit Agreement Obhgaricins hereunder or any combination of such remedies. It is provided, however, that all of such proceedings at law or m equity shall be instituted, strictly subject to the DAL504-39002 :ODMA~IHODMA1Dallas;86498;10 _-~ 6- 02102/00:3:57prti provisions of the Controlling Ordinances, and shall bi; had and maintained for the equal benefit of all Holders, and, as applicable, the Credit Providers holding Pantry Credit Agreement Obligations. Each right or privilege of any Holders and of any Credit Provider holding a ]?arity Credit Agreement Obligation (or trustee therefor) shall be in addition to and cumulative of any other right or privilege and the exercise of any right or privilege by or on behalf of any Holders or Credit Provider holding Panty Credit Agreement Obligations shall not be deemed a waiver of any other right or privilege thereof. ARTI(,LE VIII AMENDMENTS TO ORDINANCE Section 8.1 Lirrutations on Modifications. This Ordinance and the Outstanding Ordinances shall not be modified or amended m any respect except as provided in and in accordance with and subject to the provisions of this Article. Section 8.2. Additional Supplemental Ordinances Without Holders' Consent (a) Subject to any limitations contained m an Additional Supplemental'Ordmance, the Cities may, from time to time and at any time, adopt and implement Additional Supplemental Ordinances without consent of or notice to the Holders, for the following purposes (i) To cure any formal defect, omission or ambiguity m this Ordhnance if such action is not adverse to the interest of the Hc~~lders or to the Credit Providers holding Parity Credit Agreement Obligations, (ii) To grant to or confer upon the Holders of any series of Obhgarions any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Ordinance as theretofore m effect; (iii) To add to the covenants and agreements of the Cities and the Board m this Ordinance, other covenants and agreements to be observed by the Cities and the Board which are not contrary to or inconsistent with this Ordinance as theretofore in effect; (iv) To add to the linutations and restrictions m this Ordinance, other hrmtations and restricrions to be observed by the Cities which are not contrary to or inconsistent with this Ordinance as theretofore in effect; (v) To confirm, as further assurance, any pledge or lien created or to be created by this Ordinance, of the Pledged Funds and. Pledged Revenues, or to subject to the hen or pledge of this Ordinance additional revenuer, properties or collateral, (vi) To authorize the issuance of tthe Initial Obligations, Additional Obligations, Subordinate Lien Obligations, and Net Revenue Obligations and to prescribe the terms, forms and details thereof not inconsistent with this Ordinance and, m connection therewith, to create such additional funds and accounts, and to effect such amendments of this Ordinance as may be necessary for such issuance, provided that no Additional Supplemental Ordinance shall be inconsistent with the lurutations set forth m Section 83, or DAI,504-39002 :ODMA4VIHODMA~Da8as;86498;10 02/02/00:3:57pm -~ ~]- (vii) To make modifications m this Ordinance or in an Addirional Supplemental Ordinance that are necessary in the opinion of bond counsel selected by the Cities to conform to requirements of federal tax or securities law or other Applicable Law and that do not, in the opinion of such counsel, adversely affect the rights and security of the Holders to be paid in full when due. (b) Additional Supplemental Ordinances adopted for any of the purposes permitted by this Section need not, in order to be valid, be signed or accepted by any other Person. Copies of all Additional Supplemental Ordinances and Creche Agreements shall be filed with each Credit Provider and the Paying Agent. e Section 8.3 Powers of Amendment. Any modification or amendment of this Ordinance and of the rights and obligations of the Caries and the Board and of the Holders may be made by an Addirional Supplemental Ordinance, with the written consent (i) of the Holders of more than sixty-six and two thirds percent (66 2/3rds %) of the combined principal amount of the Obligations then Outstanding, or (ii) m case less than all of the several series of Obligations then Outstanding are affected by the modification or amendment, of the Holders of more than sixty-six and two thirds percent (66 2/3rds %) in principal amount of the Obligations of each series so affected and Outstanding at the time such consent is given, provided, however, no such modification or amendment shall pemut a change in the terms of redemption or maturity of the principal of any Outstanding Obligation, or of any mstalhnent of interest thereon, or a reduction m the principal amount of the Redemprion Price thereof, or in the rate of interest thereon, without the consent of the Holder of such Obligation, and provided further that no such modification or amendment may be made without the prior written consent of such of the Credit Providers as are granted the right of such consent under the provisions of an Additional Supplemental Ordinance. The Caries may obtain and receive an opinion of counsel selected by the Cities as conclusive evidence as to whether Obligations of any particular series or maturity would be so affected by any such modif cation or amendment of this Ordinance. Section 8 4 Consent of Holders or Credit Providers. (a) The Caries may at any tune adopt an Additional Supplemental Ordinance malcmg a modification or amendment penrutted by the provisions of Section 8.3, to take effect when and as provided m this subsection (a) or m subsecrion (b) of this Secrion. A copy of such Additional Supplemental Ordinance (orbnef summary thereof or reference thereto) together with a request for consent addressed to the Holders whose consent is required, shall promptly after adoption be mailed by the Board to the appropriate Holders (but failure to mail such copy and request shall not affect the validity of the Additional Supplemental Ordinance when consented to as herein provided). Such Additional Supplemental Ordinance shall not be effective unless and until the Cities shall have received the written consents of the proper Holders having the percentages specified in Secrion 8.3 Any such consent shall be continuously binding upon the Holder giving such consent and upon any subsequent Holder thereof and of any Obligations issued in exchange therefor (whether or not such subsequent Holder thereof has notice thereof), unless such consent is revoked m writing by the Holder giving such consent or a subsequent Holder thereof by filing with the Cities, prior to the time action is taken m response to such consents. At any time thereafter notice, stating in substance that the Additional Supplemental Ordinance (which may be referred to as an Additional Supplemental Ordinance adopted by the Cities on a stated date) has been consented to by the Holders of the required percentages of Obligations and will be effective as hereinafter provided, shall be given to the Holders (whose consent was required) by the Cities by mailing such notice to such Holders (but failure to mail such notice shall not prevent such Additional Supplemental Ordinance from becoming effective and binding). The Additional Supplemental Ordinance making such amendment or modification shall be conclusively binding upon the Cities, the Board, each Paying Agent, all Holders, and all Credit Providers at the expiration of 30 days after the mailing by the City of such last mentioned notice, except in the event of a final decree of a court of competent jurisdicrion setting aside such Additional Supplemental Ordinance in DAL504-39002 :ODMAN~IHODMA~DaIlaz;86498;10 02/02/00:3:57pm -3 ~- a legal action or equitable proceeding for such purpose commenced within such 30 day period; provided, however, that the Cities and any Paying Agent during such 30 day penod and any such further period during which any such action or proceeding maybe pending shall be entitled in their reasonable discretion to take such action, or to refrain from taking such action, with respect to such Additional Supplemental Ordinance as they may deem expedient. (b) Unless the right is limited by the terms of an Additional Supplemental Ordinance, the Cities reserve and shall have the continuing right to amend this Ordinance under Section 8.3 and this Section, without the consent of or notice to the Holders under subsection (a) of tins Section, if such amendment is approved by each Credit Provider which is existing at the time the amendment is proposed by the Cities and which is granted the right to give such consent by the provisions of an Additional Supplemental Ordinance. Section 8.5 Mailing of Notice. Any provision in this Article for the mailing of a notice or other document to Holders shall be fully complied with if it is mailed, first class postage prepaid, only (i) to each registered owner of Holders at the address, if any, appearing upon the Obligation Registers, and (ii) to each Credit Provider Section 8.6 Exclusion of Obli atg ions. Obligations owned or held by or for the account of the Cities will not be deemed Outstanding for the purpose of consent or other action or any calculation of Outstanding Obligations provided for in this Ordinance, and the Caries shall not be entitled with respect to such Obligations to give any consent or take any other action provided for in this Ordinance. ARTICLE IX DISCHARGE OF ORDINANCE Section 9 1 Dischar~ by Payment. (a) When all Obligations, Subordinate Lien Obligations, and Net Revenue Obligations have been paid in full as to principal, interest and prerruum, if any, and all Credit Agreement Obligations and Adrrunistrarive Expenses have been paid m full, or when all Obligations, Subordinate Lien Obligations, Net Revenue Obligations and all Credit Agreement Obligations become due and payable, whether at maturity or by prior redemption and the Cities shall have provided for the payment of the whole amount due or to become due thereon by depositing with the Paying Agents the entire amount due and to become due thereon, and the Cities shall also have paid or caused to be paid all Administrative Expenses, then all of the terms, provisions, pledges and hens of the Controlling Ordinances and any applicable Additional Supplemental Ordinances shall be released. (b) The terms, provisions, pledges and hens of this Ordinance and any applicable Additional Supplemental Ordinances shall be released on less than all of the Obligations as and to the extent funds are provided to the Paying Agents under Section 5.9 Section 9.2. Discharge by Defeasance. (a) Subject to compliance with the requirements of subsection (b) of this Section, and of any Addtional Supplemental Ordinance, the Cities reserve the right to discharge their obligations to pay the principal of, prermum, if any, and interest and the purchase pace (if tender provisions are applicable), on all or any portion of the Obligations, and their obligation to pay all Adrrumstrarive Expenses and all Panty Credit Agreement Obligations and thereby to obtain a release of the terms, provisions, pledges and hens of this Ordinance and any applicable Additional Supplemental Ordinances as to all or any part of the Obligations and related Panty Credit Agreement Obligations (i) by depositing or causing to be deposited with a trustee or escrow agent moneys derived from any lawful source, expressly including the issuance of Additional Obligations, which, together with the interest earned on or capital gams DAL50439002 :ODMA4VIHODMA~Da11as;86498;10 OY07100:3:57pm _39_ or profits to be realized from the investment of such moneys in "Government Securities," as defined in this Section, or in other investments authorized m subsection (b)(izi) of this Section, will be, as deterinined by a firm of independent and nationally recognized certified public accountants selected by the Cities, sufficient to pay the principal of, purchase puce, if applicable, preiruum, if any, and interest on such Obligations to maturity, or to a date fixed by the Cities for the redemption of such Obligations, and to pay interest thereon to maturity or to the date fixed for redemption, and to pay all Administrative Expenses as may be reasonably estmzated by the Cities to become payable hereunder on account of the Obligations being discharged by defeasance, and to pay all Panty Credit Agreement Obligations relating to the Obligations being discharged and estuxiated to become due and payable ,and (ii} by delivering to said trustee or escrow agent irrevocable instructions of the Cities to make the payments described in subsections (b)(ii), (b}(iii}, and (b)(iv) of this Section by delivery to said trustee or escrow agent of a Certificate and an opinion of counsel selected by the Cities that all conditions precedent with respect to such defeasance have been complied with. (b) To implement a defeasance of all or a part of the Obligations or related Parity Credit Agreement Obligations under subsection (a) above, the Cities shall make provision with said trustee or escrow agent for• (i) the establishment of an irrevocable trust pursuant to a trust agreement creating a trust separate and apart from this Ordinance and each applicable Outstanding Ordinance or Additional Supplemental Ordinance, and shall therein deposit and maintain such moneys, Government Securities or other investments, interest earnings, profits and capital gains; (ii) the payment, out of such moneys, Government Securities, and other investments to the Holders of the Obligations being defeased, or to Credit Providers with respect to Panty Credit Agreement Obligations, at their dates of maturity, or at the dates fixed for redemption, of the full amount to which the Holders of such Obligations and Credit Providers with respect to Panty Credit Agreement Obligations would be entitled in payment of principal, premium and interest to the dates of such maturity or redemption, and (iii) the investment of such moneys at the direction of the Cities in either (A) Government Securities, or (B} if the Obligations being defeased are insured by a Credit Provider that has issued and maintains in effect a policy of municipal bond insurance with respect to such Obligations, either in Government Securities or in such other investments as are authonzed by Applicable Law and are approved by the Credit Provider issuing such policy, or with all of such investments maturing in sufficient amounts and at such times as are necessary to make available the moneys required for the purposes stated in paragraph (ii), above, as deterrruned by a firm of independent and nationally recognized certified public accountants selected by the Cities and acceptable to the Trustee. (c) If Variable Interest Rate Obligations are to be defeased, the Maximum Interest Rate must be assumed unless a lesser, actual rate to maturity or applicable redemprion date is ascertainable or unless a Credit Provider guarantees a lesser rate. (d) After compliance with the requirements of subsections (a) and (b) of this Section, the Obligations and Panty Credit Agreement Obligations, with respect to which moneys have been provided and investments have been made, shall no longer be Outstanding, and the terms, provisions, pledges and hens of this Ordinance shall be automatically released as to such Obligations and Panty Credit Agreement Obligations. DAL504-39002 :ODMANQFIODMA~Dallas;86498;10 02/02!00:3:57pm '4~- (e) For the purposes of this Section, "Government Securities" shall mean and be lixnited to (i) direct, non-callable obligations of the United States of America and securities that are fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, or to which direct obligations or guarantees the full faith and credit of the United States of America has been pledged, (ii) Refcorp interest snips, CATS, TIGRS, STRPS, and (iii) defeased municipal bonds rated AAA by Standard & Poors Corporation or Aaa by Moody's Investors Services, Inc., or their successors, or, if such firms are no longer issuing such ratings, the highest ratings granted by another nationally recognized rating agency ARTICLE X MISCELLANEOUS PROVISIONS Section 10.1 Secondary Market Disclosure. Annual Renorts. (a) The Cities shall provide, or shall cause the Board to provide, annually to each NRMSIR and to any SID, w~tlun six (6) months after the end of each Fiscal Year ending in or after the calendar year 2000, financial information and operating data with respect to the Cities and the Airport of the general type included m the final official statement, if any, that is approved by each Additional Supplemental Ordinance with respect to the Initial Obligations and other Obligations that are subject to the Rule. The specific information that must be provided shall be as set forth m each Additional Supplemental Ordinance. The financial statements to be provided shall be audited, if the Board comrrussions an audit of such statements and the audit is completed within the period during which they must be provided. If such audit is not complete within such period, the Board shall provide notice that audited financial statements are not available and shall provide unaudited financial statements for the applicable Fiscal Year to each NRMSIR and any SID Thereafter, when and if audited financial statements become available, the Cities shall provide such audited financial statements to each NRMSIR and to any SID (b) If the Board changes its Fiscal Year, it will notify each NRMSIR and any SID of the change (and of the new Fiscal Year's ending date) prior to the next date by which the Cities would otherwise be required to provide financial mfonnation and operating data pursuant to this Section. (c) The financial infonnat~on and operating data to be provided pursuant to this Section maybe set forth in full m one or more documents or may be included by specific reference to any document (including an official statement or other offering document if it is, at the time, available at the MSRB) that has theretofore been provided to each NRMSIR and any SID or filed with the SEC. Section 10.2. Material Event Notices. (a) The Cities shall notify any SID and either each NRMSIR or the MSRB, m a timely manner, of any of the following events with respect to the Obligations to which the Rule applies, if such event is material within the meaning of Applicable Law• (i) principal and interest payment delinquencies, (ii) nonpayment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties, (iv) unscheduled draws on credit enhancements reflecting financial difficulties, (v) substitution of credit or liquidity providers, or their failure to perform; DAI,504-39002 :ODMA~MHODMA~Dallas;86498;10 O1J02/00:3:5"Ipm ~ 1- (vi) adverse tax opinions or events affecting the tax exempt status of Obligations that are sold by the Cities astax-exempt Obligations, (vii) modifications to nghts of Holders; (viii) calls for redemption of Obligations; (ix) defeasances of Obligations; and (x) releases, substitution, or sales of property securing the repayment of any Obligations, and (xi) rating changes relating to Obligations. (b) The Cities shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Cities to provide financial information or operating data in accordance with Section 10.1 by the tune required by such Section. Section 10.3 Lirmtations. Disclaimers and Amendments. (a) The Cities shall be obligated to observe and perform the covenants specified in Sections 10 1, 10.2, and this Section, for so long as, but only for so long as, the Cities remain "obligated persons" with respect to Obligations that are included within the meaning of the Rule, except that the Cities m any event will give notice of any deposit made m accordance with Article IX that causes Obligations no longer to be Outstanding. (b) The provisions of Sections 10 1, 10.2 and this Section are for the sole benefit of the Holders and Credit Providers, and nothing m such sections, express or implied, shall give any benefit or any legal or equitable nght, remedy, or claim hereunder to any other person. The Cities are required to undertake to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to Sections 10 1 and 10.2 and are not required to undertake to provide any other information that may be relevant or matenal to a complete presentation of the Cities' financial results, condition, or prospects or hereby undertake to update any information provided m accordance with this Article or otherwise, except as expressly provided herein. The Cities do not make any representation or warranty concemmg such information or its usefulness to a decision to invest in or sell Obligations at any future date. UNDER NO CIRCUMSTANCES SHALL THE CTTIES OR THE BOARD BE LIABLE TO A HOLDER OR CREDIT PROVIDER, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITIES OR THE BOARD, WHETHER NEGLIGENT OR WITHOUT FAULT ON THEIR PART, OF ANY COVENANT SPECIFIED IN SECTIONS 10 1 AND 10.2, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (c) No default by the Cities or the Board in observing or performing their obligations under Sections 10.1 and 10.2 shall compnse a breach of or Event of Default under this Ordinance for purposes of any other provisions of this Ordinance or an Additional Supplemental Ordinance. (d) Nothing in Sections 10 1, 10.2, or this Section is intended or shall act to disclaun, waive, or otherwise limit the dunes of the Cities or the Board under Applicable Law DAL504-39002 :ODMA~MHODMA~Da11as;86498;10 02/02%00:3:57pm ~2- (e) The provisions of Sections 10 1, 10.2 and this Section may be amended by the Cities from time to time to adapt to changed circumstances that arse from a change in legal requirements, a change in law, or a change m the identity, nature, status, or type of operations of the Cities or the Board, only if (i) the provisions of said Sections, as so amended, would have permitted an underwater to purchase or sell Obligations m the primary offering of the Obligations incompliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (A) the Holders of a ma~oaty m aggregate pancipal amount (or any greater amount required by any other provisions of this Ordinance as an Additional Supplemental Ordinance that authorizes such an amendment) of the Obligations that are Outstanding consent to such amendment, or (B) a person that is unaffiliated with the Cities (such as nationally recognized bond counsel} determines that such amendment will not materially impair the interests of the Holders and Credit Providers. If the Cities so amend said Sections, they shall include with any amended financial information or operating data next provided in accordance with Section 10.2 an explanation, in narrarive form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. Section 10 4 Conflicts. All ordinances, orders, actions or other proceedings of the Cities heretofore adopted or taken which are m conflict herewith are repealed to the extent of any such conflict. Section 10.5 Ordinance Irre eap Table. After any of the Initial Obligations shall be issued, this Ordinance shall be and remain irrepealable until all Obligations and Credit Agreement Obligations shall be fully paid, canceled, refunded, or discharged or provision for the payment thereof shall be made. Section 10 6 Effective Date of Ordinance. 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. DAL504-39002 :ODMA~ivIHODMA~Da11as;86498;10 02/07J00:3:57pm -43 APPROVED AND PASSED BY THE DALLAS CITY COUNCIL, THIS , 2000 APPROVED AS TO FORM. City Attorney, City of Dallas, Texas PASSED, , 2000 ~(~~~ ~,~Mayopr-, fCity of Fort Worth, exas ["fir ~ n ~~ Seal) ~t Y'~~'~, f. ..im~~ ,lytir~ f ATTE T. ,.. ^: ~.. ~R"City Secretary, Ci of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY ~f=~~ City Attorney, Crty of Fo Vorth, Texas Verification Page for Thirtieth Supplemental Concurrent Bond Ordinance THE STATE OF TEXAS COUNTY OF TA,RRANT CITY OF FORT WORTH I, Gloria Pearson, City Secretary of the City of Fort Worth, Texas, do hereby cemfy 1 That the above and foregoing is a 'true and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on 2000, as same appears of recsord in the Office of the City Secretary 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this day of 2000 ~~~ ~ ~1I ~ ~~~~ ~~. it;;y Secretary, ~ ~?~~,~ ~~~ City of Fort Worth, Texas ~,~ `(SEAL) - ~ = ~' ,: l" 1 h-•- r ~-''~ ~ ~`'. . ~.~-~. ~`~,~` GI~:oDMA4W{ODMA~DaIlai318885;5 31 oara~,~o:~a3s~>