Loading...
HomeMy WebLinkAboutOrdinance 13000TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE /Vo. /3D0D TWENTY-SEVENTH SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE CONSTRUCTION AND REFUNDING BONDS SERIES 1997 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS May 13 and 14, 1997 Dated as of May 1, 1997 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE CTTY OF DALLAS ORDINANCE NO CITY OF FORT WORTH ORDINANCE NO An ordinance passed concuurently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance ofDallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Serves 1997, for the purpose of paying part of the cxist of constructing, egwpping and otherwise improving the jointly owned Dallas-Fort Worth International Auport of the Cities; and for the purpose of refunding $30,000,000 of Joint Revenue Bonds, Serves 1993A maturing November 1, 1999; providing for the form of said bonds; appointing a Paying Agent/Registrar and providing for the transfer and exchange of such bonds; awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas-Fort Worth International Auport Board to deliver said bonds as herein directed; providing that such bonds are on a panty with the outstanding Dallas-Fort Worth Regional Auport Joint Revenue Bonds heretofore or hereafter issued; adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of Outstanding Bonds; authorizing and approvuig Credit Agreements; providing for the deposit of the proceeds of the Series 1997 Bonds and certain funds of the Anport into certain funds and into special escrow funds authorized to be established hereby for the benefit of certain of the said bonds being refunded and defeased; and directing that due observance of the covenants herein contained be made by the Board; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency; and directing that due observance of the covenants herein contained be made by the Board; providing for severability; ordauting other matters incident and relating to the subject and purpose hereof; and declaring an emergency WHEREAS, pursuant to applicable laws and a certain contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968 authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), and by ordinances concurrently passed subsequently authorized the issuance of and sold the Outstanding Bonds for the purpose of paying the costs of the Dallas-Fort Worth International Airport (formerly known as the "Dallas-Fort Worth Regional Airport") and for the purpose of refunding certain bonds issued pursuant to the Ordinance as supplemented; and WHEREAS, such subsequently issued bonds were issued as "Bonds" in accordance with the terms of the 1968 Ordinance and on a parity with the Serves 1968 Bonds; and WHEREAS, said ordinances authorizing said outstanding bonds permit the issuance of Additional Parity Bonds for the purpose of improving, constructing, replacing or otherwise extending the Airport provided that certain requirements for the issuance of Additional Parity Bonds are met, including a certification from an Airport Consultant concerning the anticipated revenues of the Airport; and WHEREAS, all such requirements for Additional Panty Bonds have been met, including the certification by an Airport Consultant to the effect that during each Fiscal Year while the outstanding Bonds and the proposed Additional Parity Bonds are scheduled to be outstanding, the estimated Pledged Revenues will be at least equal to (1) the estimated Operation and ` Maintenance Expenses during each fiscal year, plus (2) an amount not less than 1.25 tunes the average annual principal and interest requirements of all then outstanding Bonds and the proposed Additional Parity Bonds; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of Refunding Bonds, on a panty with the Outstanding Bonds, to refund any part or all of the Outstanding Bonds; and TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE WHEREAS, in ~ordarice with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth hitemahonal Airport Board to issue additional joint revenue bonds pursuant to a concurrent bond ordinance to refund a portion of the maturity of a series of previously issued Outstanding Bonds; and WHEREAS, it has been deemed desirable and necessary to current refund $30,000,000 of the Serves 1993A Bonds which mature on November 1, 1999 in order to provide for the orderly payment over time of certain costs relating to the 1993A Project funded with Serves 1993A Bond proceeds which have been determined under federal guidelines not to be eligible for the application of federal Passenger Facility Charge ("PFC") revenues or federal grants as an eligible project cost as originally anticipated; and WHEREAS, the Cities recognize acid acknowledge that the partial refunding of the Series 1993A Bonds is being done for restructuring purposes, will result in increased debt service and will not result in any savings; and WHEREAS, it has further been determined to call for optional redemption $45,700,000 of the Serves 1993A Bonds from funds on hand for such purpose representing reimbursed federal grants and PFC revenues on the same Redemption Date as the Refunded Bonds; and --- WHEREAS, m accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth hrtemational Airport Board to issue additional joint revenue bonds pursuant to a concurrent bond ordinance for such P~~s> WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such series of bonds for such purposes; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this 1997 Ordinance relates are matters of imperative public need and necessity m the protection of the health, safety and morals of the citizens of each of the Cities and, as such, that this 1997 Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council, and the meetings were open to the public as required by law; and that public notices of the tune, place and purpose of said meetings were given as required by Chapter 551, Texas Government Code, as amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS. NOW, THEREFORE, BE Tf ORDAINID BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1 1 Short Title. This 1997 Ordinance may be cited by the short title, "Twenty-Seventh Supplemental Regional Auport Concurrent Bond Ordinance." Section 1.2. Adoption ofPreambles. All of the declarations and findings contained m the preambles of this 1997 Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this 1997 Ordinance. Section 1.3 Ratification. All action heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and othorrs of each directed toward the Auport and the issuance of the herein authorized is hereby ratified, approved and confirnied. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1 Adoption ofDefrnitions. The defuuhons set forth m Article II of the 1968 Ordinance are made a part hereof and shall be as fully effective as part of the subject matter of this 1997 Ordinance as if repeated m full herein. TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE Section 2.2. Additional Definitions. In addition to the definitions set forth in the said 1968 Ordinance, the terms defined in this Section for all purposes of this 1997 Ordinance and of any ordmance amendatory hereof, supplemental or relating hereto, and of airy uistnunexits or documents appertaining hereto, except where the context by clear unplication shall otherwise require, shall have the respective meanings herein specified as follows, to-wit: ___ "INITIAL BOND" shall mean and refer to the initial Senes 1997 Bond authorized by Article III of this 1997 Ordinance. "MASTER PLAN" shall mean arai refer to the Airpcnt's Master Plan of Development adopted on September 30, 1969, as amended from time-to-time. "ORDINANCE" shall mean the 1968 Ordinance, as amended by Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7 4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance and as supplemented by the 1978 Ordinance, 198? Ordinance, 1991 Ordinance, 1991A Ordinance, 1992A Ordinance, 1992B Ordinance, 1992C Ordinance, 1993 Ordinance, 1993A Ordinance,1994A Ordinance, 1995 Ordinance and 1997 Ordinance. "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, on November 11, 1968 and November 12, 1968. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8> 1976. "1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30 and August 31, 1977 "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on Apri14 and Apri15, 1978. "] 987 ORDINANCE" shall mean and refer to the Fifteenth Supplemental Regional Auport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 6 and 7, 1987 "1991 ORDINANCE" shall mean and refer to the Nineteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 8 and 9, 1991 "1991 A ORDINANCE" shall mean and refer to the Twentieth Supplemental Regional Auport Concurrent Bond Ordinance passed by the Crty Councils of the Cities on October 8 and 9, 1991 "1992A ORDINANCE" shall mean and refer to the Eighteenth Supplemental Regional Airport Concurrent Bond _ Ordinance passed by the City Councils of the Cities on November 13 and 14, 1990 "1992B ORDINANCE" shall mean and refer to the Twenty First Supplemental Regional Auport Concurrent Bond Ordinance passed by the City Councils of the Cities on February 25 and 26, 1992. "1992C ORDINANCE" shall mean and refer to the Twenty Second Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 11 and 12, 1992. "1993 ORDINANCE" shall mean and refer to the Twenty Third Supplemental Regional Auport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 13 and 14, 1993 "1993A ORDINANCE" shall mean and refer to the Twenty Fourth Supplemental Regional Auport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 12 and 13, 1993 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE "1994A ORDINANCE" shall mean and refer to the Twenty Fifth Supplemental Regional Auport Concurrent Bond Ordinance passed by the City Councils of the Cities on June 21 and 22, 1994 "1995 ORDINANCE" shall mean and refer to the Twenty Sixth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Council of the Cities on June 13 and 14, 1995 "1997 Ordinance" shall mean this Twenty Seventh Supplemental Regional Auport Concurrent Bond Ordinance. "1997 PROJECT" shall mean those tern-rrral, airfield and support facilities and related improvements at the Auport which conform to the Master Plan, or will conform to the Master Plan as revised, to be constructed with part of the proceeds of the Series 1997 Bonds. "OUTSTANDING BONDS" shall mean the outstanding Dallas=Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Bonds, Series 1991 authorized by the 1991 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Serves 1991A authorized by the 1991A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1992B, authorized by the 1992B Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1992C, authorized by the 1992C Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1993, authorized by the 1993 Ordinance, the Dallas-Fort Worth Regional Arrport Joint Revenue Bonds, Serves 1993A, authorized by the 1993A Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1994A, authorized by the 1994A Ordinance and the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Serves 1995, authonzed by the 1995 Ordinance. "OWNER" shall mean the registered owner of a Bond. "PAYING AGENT/REGISTRAR" shall mean Bank One, Texas, NA, Dallas, Texas with respect to the Serves 1997 Bonds or any successor appointed pursuant to the provisions of Section 3 4 hereof. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "SERIES 1978 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Serves 1978, authorized by the 1978 Ordinance. "SERIES 1987 BONDS" shall mean the Dallas-Fort Worth Regronal Auport Joint Revenue Refunding Bonds, Serves 1987, authorized by the 1987 Ordinance. "SERIES 1991 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991, suthonzed by the 1991 Ordinance. "SERIES 1991A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A, suthonzed by the 1991 A Ordinance. "SERIES 1992A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance. "SERIES 1992B BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Serves 1992B, authorized by the 1992B Ordinance. "SERIES 1992C BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1992C, suthonzed by the 1992C Ordinance. TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE "SERIES 1993 BONDS" shall mean the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1993, authorized by the 1993 Ordinance. "SERIES 1993A BONDS" shall mean the Dallas-Fort Worth Regional Auport Joint Revenue Bonds, Series 1993A, authorized by the 1993A Ordinance. "SERIES 1994A BONDS" shall mean the Dallas-Fart Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A, authorized by the 1994A Ordinance. "SERIES 1995 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1995 authorized by the 1995 Ordinance. "Series 1997 BONDS" shall mean the Dallas-Fart Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1997 authorized by this 1997 Ordinance, including the initial bonds. "UNDERWRITING AGREEMENT" shall mean the Underwriting Agreement hereafter entered into as contemplated and authorized in Article III of this 1997 Ordinance. ARTICLE III THE BONDS Section 3.1 Authorization. So as to protect the public safety and in order to promote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Serves 1997, in the aggregate principal amount to be determined as hereinafter provided, pursuant to the provisions of V T C.A., Transportation Code, Chapter 22 and Article 1269-5 1, Article 717k and Article 717q V.A.T C.S., as amaided, for the purpose of obtaining funds required to refund $30,000,000 of the Series 1993A Bonds maturing on November 1, 1999 now outstanding and for the purpose of paying the costs of the 1997 Project. It is hereby officially found and determined that the proceeds of the sale of the Series 1997 Bonds to be received together with the money hereafter authorized and directed to be transferred from the Interest and Sinking Fund and the 311 Fund to the Dallas-Fort Worth International Airport Series 1997 Special Escrow Fund pursuant to Article V hereof, will be sufficient, without investment, to provide funds to pay the principal of the Refunded Bonds, and the other Serves 1993A Bonds outstanding which shall be optionally redeemed from available moneys in said 311 Fund and not refunded, and the interest thereon. The Series 1997 Bonds are issued as "Refunding Bonds" and as "Additional Panty Bonds" pursuant to and as permitted by the 1968 Ordinance, and shall be on a panty with the Outstanding Bonds remauung outstanding. Section 3.2. Initial Date, Denominations, Number, Maturity, Initial Registered Owner, Characteristics of the Initial Bond and Expiration Date oJDelegation. A The Imtial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated May 1, 1997, in the denomination and aggregate maxunum principal amount of $160,000,000, numbered R-1, payable in annual installments of principal to the initial registered owner thereof (to be detemned by the City Managers, as hereinafter provided), or to the registered assignee or assignees of said Bond or any portion or portions thereof (in each case, the "registered owner"), with the annual installments of principal of the Initial Bond to be payable on the dates, respectively, and in the principal amounts, respectively, to be stated in the FORM OF INITIAL BOND set forth in this 1997 Ordinance, and as provide in this 1997 Ordinance, but with the final installment of principal (the maximum teen) to be not later than November 1, 2024 B. As authorized by Vemon's Ann. Tex. Civ St. Article 717q, as amended, the city managers of the Cities (the "City Managers") are hereby authariz~ed, appointed, and designated as the officers or employees of the Cities authorized to act on behalf of the City in the selling and delivering of the Initial Bond and carrying out the other procedures specified in this 1997 Ordinance, including the determination of the price at which the Initial Bond will be sold, the amount of each installment of principal thereof, the due date of each such installment which shall be November 1, the aggregate of such installments, the rate of interest to be borne by each such installment, the redemption features, and all other matters relating to the issuance, sale, and delivery of the Initial Bond and the Series 1997 Bonds and the refunding of the Refunded Bonds. The TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE City Managers, acting for and ~- behalf of the Cities, are authorized to-enter into and cant' out an Underwriting Agreement in substantially the form attached hereto as Exhibit A as approved by the City Attorneys of the Cities with one or more of the parties indicated in Exhibit A at such price, in the aggregate principal-amount, with such instalhments of principal, with such interest rates, with such redemption features and other matters, as shall be determined by the City Managers and set forth therein; provided that: (i) the price to be paid for the Initial Bond shall not be less than 95% of the imtial aggregate principal amount thereof with a maximum Underwriter's discount of seventy-five hundreds of one percent (75%); (ii) no installment of principal of the Initial Bond shall bear interest at a rate greater than 7.5% per annum; (iii) the increased debt service attributable to the refunding of the $30,000,000 of Series 1993A Bonds with the proceeds of the Series 1997 Bonds s11a11 not exceed $65,000,000 calculated based on the multiplication of overall debt service on the Series 1997 Bonds by a factor determined by (A) dividing the $30,000,000 used far refunding by (B) the total available Series 1997 Bond proceeds for refunding and the 1997 Project, including estimated capitalized interest, and after the application of such factor, the subtraction from such amount so calculated of the $30,000,000 representing the principal of the Series 1993A Bonds refunded; and (iv) optional redemption of the Series 1997 Bonds without premium shall be no later than November 1, 2009 and the redemption premium, if any, shall not exceed two percent (2%) of the principal amount of any Series 1997 Bond. The City Managers shall rely as to (iii) above being met upon a calculation confirmed in writing by the Co-Financial Advisors of the Airport. It is fiirther provided, however, that, notwithstanding the foregoing provisions, the Initial Bond shall not be delivered unless prior to delivery, the Series 1997 Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long teen obligations, as required by Vernon's Ann. Tex. Civ St. Article 717q, as amended. C The City Managers are authorized to fix the actual principal amount of the Initial Bond, not to exceed the above authorized maximum, in an amount sufficient (i) to provide for the refunding of the Refunded Bonds based on bond market conditions and available interest rates for the Initial Bond on the date of execution of the Underwriting Agreement and (ii) fund the costs of the 1997 Project including capitalized interest, Reserve Fund deposits and costs of issuance, all as detemuied by the City Managers. The City Managers also shall determine and specify in the Underwriting Agreement and in the hutial. Bond one or more team bonds maturing in the period from November 1, 2016 through and including November 1, 2024 and their respective mandatory sulking fund requuerrients, if any, for such teen Series 1997 Bonds. D The City Managers are authorized to establish which maturity or maturities, if any, shall be insured based on recommendations of the Co-Financial Advisors of the Airport and the City Managers shall specify in the Underwriting Agreement which maturity or maturities, if any, will be insured. E. The Imtial Bond (i) may and shall be prepaid or redeemed prior to the respective scheduled due dates of instalhnents of principal thereof as provided for in this Resolution, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL BOND set forth in this 1997 Ordinance and as deternuned by the City Managers, as provided herein, with such changes and additions as are required to meet the terms of the Underwriting Agreement executed by the City Managers with respect thereto. F In the event the Underwriting Agreement shall not be executed on or before 5.00 p.m. on August 15, 1997, the delegation to the City Managers pursuant to this 1997 Ordinance shall cease to be effective unless the City Council of each of the Cities shall act to extend such delegation. Section 3.3. Interest Rates. The unpaid principal balance of the Initial Bond shall bear interest from the date of Initial Delivery of the Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the installments of principal of the Initial Bond, and said interest shall be payable to the registered owner thereof, all in the manner provided and on the dates fixed by the City Managers in accordance with this 1997 Ordinance, and with interest rates as fixed by the City Managers in this 1997 Ordinance, and as set forth in the Underwriting Agreement, with the fast interest payment date to be November 1, 1997 Section 3.4. Paying AgentlRegistrar A The Cities shall keep or cause to be kept initially at the office of Bank One, Texas, NA in Dallas, Texas, or such °~ bank, tnrst ~PanY~ finanoial institution ~' other agency named in accordance with the provisions of G of this Section TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE 3 4 hereof (the "Paying AgentlRegistrar") books or records of the registration and transfer of the Series 1997 Bonds (the "Registration Books") and the Cities hereby appoint the Paying Agent/R.egistrar as its registrar and transfer agent to keep - such books or records and make such transfers and registrations under such reasonable regulations as the Cities and the Paying Agent/Registt er may prescribe; grid the Paying Agent/Registrar shall make such transfers and registrations as herein provided. It shall be the duty of the Paying Agent/Registrar to obtain from the registered owner and record in the Registration Books the address of such registered owner of each bond, and such other infonnaUOn as may be required by law, to which payments with respect to the Series 1997 Bonds shall be mailed, as herein provided. The Cities or their designee shall have the right to inspect the Registration Books during regular business hours of the Paying AgentlRegistrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Series 1997 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying AgentlRegistrar, evidencing the assignment of the bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and the right of such assignee or assignees to have the bond or airy such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Senes 1997 Bond or arty portion thereof, a new substitute bond or bonds shall be issued in exchange therefor in the manner herem provided. B. The entry in whose name any Senes 1997 Bond shall be registered in the Registration Books at any tune shall be treated as the absolute owner thereof for all purposes of this 1997 Ordinance, whether or not such bond shall be overdue, and the Cities and the Paying AgentlRegistrar shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of, premium, if any, and interest on any such bond shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond to the extent of the sum or sums so paid. C. The Cities hereby further appoint the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1997 Bonds, and to act as its agent to exchange or replace Senes 1997 Bonds, all as provided in this 1997 Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Cities and the Paying Agent/Registrar with respect to the Senes 1997 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1997 Ordinance. The Paying Agent/Registrar shall agree that, to the extent possible, it will transfer or exchange bonds in no more than 3 business days after receipt of the Senes 1997 Bonds to be transferred or exchanged, together with the written instrument of transfer or request for exchange duly executed by the holder or his duly authorized agent, in form satisfactory to the Paying AgentlRegistrar D Each Series 1997 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this 1997 Ordinance, to the extent of the unpaid or unredeemed principal balance or principal amount thereof, may, upon surrender of such bond at the principal corporate trust office of the Paying Agent/Registrar, together with a wntten request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying AgentlRegistrar, at the option of the registered owner or such assignee or assignees, as appropnate, be exchanged for fully registered bonds, without interest coupons, in the form prescribed in the Form of Substitute Bond set forth in this 1997 Ordinance, in the denomination of $5,000, or any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond shall have a single stated matunty date), as requested in venting by such registered owner or such assignee or assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Series 1997 Bond or Bonds so surrendered, and payable to the appropnate registered owner, assignee or assignees, as the case may be. If a portion of any Series 1997 Bond shall be redeemed prior to its scheduled matunty as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of arty integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeered portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. lfany Series 1997 Bond or portion thereof is assigned and transferred, each bond issued in exchange therefor shall have the same principal maturity date and bear interest at the same rate as the bond for which it is being exchanged. Each substitute bond shall bear a letter andJor number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Senes 1997 Bonds as provided herem, and each fully registered bond or bonds delivered in exchange for or replacement of any Senes 1997 Bond or portion thereof as permitted or required by any provision of this 1997 Ordinance shall constitute one of the Series 1997 Bonds for all purposes of this 1997 Ordinance, and may again be TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE exchanged or replaced. It is specifically provided, however, that any Series 1997 Bond delivered in exchange for or replacement of another Series 1997 Bond prior to the first scheduled interest payment date on the Senes 1997 Bonds (as s4ated on the face thereof) shall be dated May 1, 1997, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Senes 1997 Bond or Bonds issued under this 1997 Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in the form hereinafter set forth. An authonzed representative of the Paying Agent/Registrar shall, before the delivery of any such substitute bond, date such substitute bond in the manner set forth above, and manually sign and date such Certificate, and no such substitute bond shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all Series 1997 Bonds surrendered for exchange or replacement. No additional ordinances, orders or resolutions need be passed or adopted by the City Council or any other body or person so as to -- accomplish the foregoing exchange or replacement of any Senes 1997 Bond or portion thereof, and the Paying Agent/Regish sir shall provide for the printing, execution and delivery of the substitute bonds m the manner prescribed herein. Pursuant to Article 717k-6, V.AT C.S., and particularly Section 6 thereof, the duty of exchange or replacement of any Senes 1997 Bonds as aforesaid is hereby unposed upon the Paying Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's Authentication Certificate, the exchanged or replaced bond shall be valid, incontestable and enforceable in the same manner and with the same effect as the Series 1997 Bonds which originally were delivered pursuant to this 1997 Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. E. All Senes 1997 Bonds issued in exchange or replacement of airy other Senes 1997 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the pnncipal of and interest on such Senes 1997 Bonds to be payable only to the registered owners thereof, (ii) may be transferred and assigned, (iii) may be exchanged for other Senes 1997 Bonds, (iv) shall have the characteristics, (v) shall be signed and sealed, and (vi) the pnncipal of and interest on the Senes 1997 Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this 1997 Ordinance. If arty of the othcers who shall have signed or sealed any of the Senes 1997 Bonds or whose facsmile signature shall be upon the Senes 1997 Bonds shall cease to be such officer of the Cities before the Senes 1997 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 1997 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as the person or persons who signed or sealed such Senes 1997 Bonds or whose facsimile signature shall be upon the Senes 1997 Bonds had not ceased to be such officer of the Cities; and any such Senes 1997 Bond may be signed and sealed on behalf of the Cities by those persons who, at the actual date of the execution of such Series 1997 Bonds, shall be the proper officers of the Cities, although at the date of such Series 1997 Bond any such persons shall not have been such officer of the Cities. F The Cities, acting by and through the Board, shall pay the Paying Agent/Registrar's reasonable and customary fees and charges for making transfers and exchanges of Senes 1997 Bonds, but the registered owner of any Series 1997 Bond requesting such transfer or exchange shall pay any taxes or other govenunental charges required to be paid with respect thereto. In addition, the Cities hereby covenant with the registered owners of the Series 1997 Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment the principal of and interest on the Series 1997 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrarfcr services with respect to the transfer, exchange or registration of Senes 1997 Bonds solely to the extent above provided. G. The Cities covenant with the registered owners of the Series 1997 Bonds that at all times while the Series 1997 Bonds are outstanding the Cities will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Series 1997 Bonds under this 1997 Ordinance, and that the Paying Agent/Registrar will be one entity The Cities reserve the rght to, at their option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any tune acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Cities covenant that they promptly will appoint a competent and legally qualified national or state banking institution which shall be a corporation organized and doing business under the laws of the Umted 8 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE States of America or of a~ state, authorized under such laws to exercise trust powers, subject to supervision or examination by federal ~ state authority, and whose qualifications substantially are similar to_the previous Paying Agent/Registraz to act as Paying Agent/Registrar urrder this 1997 Ordinance. Upon any change in the Paying Agent/Registraz, the prevrous Paying Agent/Registrarproinptly shall transfer and deliver the Registration Books (or a copy thereof), along with_all other pertinent books and records relating to the Series 1997 Bonds, to the new Paying Agent/Registraz designated and appointed by the Cities. Upon any change in the Paying Agent/Registrar, the Cities promptly will cause a written notice thereof to be sent by the new Paying Agent/Registraz to each registered owner of the Series 1997 Bonds, by Umted States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registraz By accepting the posrtron and performing as such, each Paying Agent/Registraz shall be deemed to have agreed to the provisions of this 1997 Ordinance, and a certified copy of this 1997 Ordinance shall be delivered to each Paying Agent/Registraz H. The Series 1997 Bonds issued in exchange for the Series 1997 Bonds initially issued to the purchaser specified herein shall be rssued in the form of a separate single fully registered Series 1997 Bond for each of the maturities thereof. The Board is hereby authorized to enter into a blanket representation letter with respect to establishing abook-entry only system for the Senes 1997 Bonds and arty Additional Parity Bonds. After iruUal issuance, the ownership of each such Senes 1997 Bond shall be registered in the name of Cede 8c Co., as nominee of The Depository Trust Company of New York ('DTC"), and except as provrded in subsection (1-~ hereof, all of the outstanding Senes 1997 Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to the Series 1997 Bonds registered in the name of Cede & Co., as nominee of DTC, the Cities, the Boazd and the Paying Agent/Registraz shall have no responsibility or obligation to any DTC Participant or to arty person on behalf of whom such a DTC Particrpant holds an interest in the Bonds. Without linritrrrg the immediately preceding sentence, the Cities, the Board and the Paying Agent/Registraz shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownershrp interest in the Bonds, (ii) the delivery to any DTC Partrcipant or any other person, other than a Bondholder, as shown on the Registration Books, of any notice with respect to the Bonds, rncludrng any notice of redemption, or (iri) the payment to arty DTC Partrcipant or any other person, other than a registered owner, as shown in the Registration Books of any amount with respect to principal of, premrum, if any, or interest on, as the case may be, the Senes 1997 Bonds. Notwrthstanding any other provision of thrs 1997 Ordinance to the contrary, the Cities, the Board and the Paying Agent/Regish-arshall beentitled to treat and consrder the person in whose name each Bond rs registered in the Registration Books as the absolute owner of such Senes 1997 Bond for the purpose of payment of principal, pretruum, rf any, and interest, as the case may be, with respect to such Series 1997 Bond, for the purpose of giving notices of redemptron and other matters with respect to such Series 1997 Bond, for the purpose of registering transfers wrth respect to such Senes 1997 Bond, and for all other purposes whatsoever The Paying Agent/Registraz shall pay all principal of, premium, if any, and interest on the Series 1997 Bonds only to or upon the order of the respective registered owners, as shown in the Registration Books as provrded in this 1997 Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valyd and effective to fully satisfy and dischazge the Citres' oblrgatrons wrth respect to payment of princrpal of, premrum, rf any, and interest on, or as the case may be, the Series 1997 Bonds to the extent of the sum or sums so pard. No person other than a regrstered owner, as shown in the Registration Books, shall receive a Bond cer[rficate evrdencing the obligation of the Cities to make payments of princrpal, premium, if any, and interest, as the case may be, pursuant to this 1997 Ordinance. Upon delivery by DTC to the Paying Agent/Registraz of written notice to the effect that DTC has determined to substrtute anew nominee in place of Cede & Co., and subject to the provisions in this 1997 Ordinance wrth respect to interest checks being mailed to the registered owners at the close of business on the Record Date, the teen "Cede & Co." in this 1997 - Ordinance shall refer to such new nominee of DTC. I. In the event that the Crties, the Boazd or the Paying Agent/ Registraz determine that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Board to DTC and that it rs in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Series 1997 Bonds, the Boazd or the Paying Agent/Registraz shall (i) appoint a successor secuntres depository, qualrf~ed to act as such under Sectron 17 (a) of the Securities and Exchange Act of 1934, as amended, notrfy DTC and DTC Partrcipants of the appointment of such successor securities depository and transfer one or more separate Series 1997 Bonds to such successor securities deposrtory or (ii) notrfy DTC and DTC Particrpants of the availabilrty through DTC of Senes 1997 Bonds and transfer one or more separate Series 1997 Bonds to DTC Participants having Series 1997 Bonds credited to their DTC accounts. In such event, the Series 1997 Bonds shall no longer be re~ncted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securitres depository, or its nominee, or in whatever name or names registered owners transfemng or exchanging Senes 1997 Bonds shall desrgnate, in accordance wrth the provisrons of this 1997 Ordinance. TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE J. Notwithstanding any other provision of ttus 1997 Ordinance to the contrary, so long as any Series 1997 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, premium, if any, and interest oq or as the case may be, such Series 1997 Bond and all notices with respect to such Series 1997 Bond shall be made and given, respectively, in the manner provided in the representation letter of the Board to DTC. K. The Cities hereby appoint Bank One, Texas, NA and authorize the Board to enter into Paying Agent/Registrar Agreenieiits with Bank Oiie, Texas, NA with respect to the Outstanding Bonds and all outstanding Special Facilities Bonds ofthe Cities and to arrange for the orderly transition from the current Paying Agent/Registrar for such issues, The Bank of New York, New York, New York, the successor in interest to the corporate trust services of NationsBank of Texas, N.A. Section 3. S. Prior Redemption. A. The Series 1997 Bonds shall be redeemable at the election of the Cities from any available moneys other than moneys on deposit in the Interest and Sinking Fund, hereinafter described at the redemption prices together with accrued interest to the applicable redemption date all in the manner provided and with the dates fixed by the City Managers in accordance with this 1997 Ordinance and as set forth in the Underwriting Agreement. If the Cities shall elect to optionally redeem less than all of the outstanding Series 1997 Bonds of a maturity, the selection of Series 1997 Bonds for optional nedempton within a maturity shall be done by the Paying Agent/Registrar by lot or another random method of selection as determined by the Paying Agent/Registrar B. The Series 1997 Bonds designated as teen bonds shall be redeemed prior to stated maturity in part by lot on November 1 in each ofthe years pursuant to mandatory suikiiig fund requu'ements, as contemplated by Section 6.3C of this 1997 Ordinance and as provided in the Underwriting Agreement referred to in Section 3:2 of this 1997 Ordinance, to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. C. At least thirty (30) days before the date fixed for any such redemption, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Series 1997 Bond or a portion thereof being called for redemption by depositing such notice in the United States Mail, postage prepaid, addressed to each such owner at the address appearing on the Registration Books maintained by the Paying Agent/Regtstrar With respect to any registered owner of $10,000,000 or more of bonds of this series, such notice shall be sent by Certified Mail with Return Receipt. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for-the payment of the principal amount of the Series 1997 Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. ff such written notice of redemption is given, and if due provision for payment is made, all as provided above, the Series 1997 Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Series 1997 Bonds or any portion thereof. If a portion of any Series 1997 Bond shall be redeemed a substitute Series 1997 Bond or Series 1997 Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities, all as provided in this 1997 Ordinance. D The redemption notice required by Section 3.SC shall include the complete official name of the Series 1997 Bonds including the series designatioq the CUSIP numbers, interest rates, maturity dates and amount of principal per maturity date to be redeemed and the applicable redemption price or prices on a specified redemption date. Such notice shall also contain the name, address and phone number of a contact person at the Paying Agent/Registrar to whom inquiries can be addressed. E. The Paying Agent/Registrar shall send to each registered owner indicated on its records as having failed to present such redeemed Series 1997 Boiids as of sixty days after the redemption date another copy of such redemption notice by the same method as the original notice pursuant to Section 3.SC; provided, however, that failure to send such additional notice shall not invalidate any such redemption. 10 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE F The Board, acting on behalf of the Cities, shall at least forty-five (45) days before the date fixed for any such redemption conduct the selection of the Series 1997 Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Registrartyith respect to transfers and exchanges as provided in Section 3 4D hereof. Section 3.6. Forms. A. The forth of the Initial Bond shall be substantially as follows, with such changes, deletions, or additions as shall be required or permitted in accordance with law, this 1997 Ordinance, and the Underwriting Agreement. [The remainder of this page is intentionally left blank.] 11 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE Number R-1 FORM OF INITIAL BOND UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE CONSTRUCTION AND REFUNDING BOND SERIES 1997 Dated: May 1, 1997 MATURITY DATE as shown below INTEREST RATE as shown below Registered Owner• Principal Amount: On the Maturity Date specified below, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount shown as shown below and to pay interest thereon, at interest rates shown below, from the Date of Initial Delivery to the dates of scheduled matunty, with said interest being payable on November 1, .1997, and semiannually on each May 1 and November 1 thereafter MATURITY PRINCIPAL INTEREST DATE AMOUNT RATE 12 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE The installments of principal of and interest on this bond are payable in lawful money of the Umted States of America, without exchange or collection.charges. The mstallments of principal of this bond shall be paid to the registered.. owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the-tnrst office of Bank One, Texas, NA, in Dallas, Texas which is the initial "Paying Agent/Regrstrar" for this bond The payment of interest on this bond shall be made by the Paying Agent/Regrstrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Regrstrar on, and payable solely from, funds of the Cities required to be on deposit with the Paying Agent/Regrstrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Regrstrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in writing by the Paying Agent/Registrar and the holder hereof with the risk and expense thereof to be borne solely by the holder. In the event of anon-payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such interest payment for such maturity or maturities (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, fast class, postage prepaid, to the address of each holder of a bond of such maturity or maturities appearing on the books of the Paying Agent/Regrstrar at the close of business on the last business day next preceding the date of mailing of such notice. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely from the revenues and funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. --If the date for the payment of an installment of prrrrcrpal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Regrstrar rs located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which rs not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as rf made on the original date payment was due. * [The bonds of this series matunrrg on and after November 1, shall be redeemable at the election of the Cities from airy available moneys, other than moneys on deposit in the Interest and Sinking Fund, hereinafter described, on 1, ~• on any date thereafter at a the redemption prices together with accrued interest to the redemption date as specified below Redemption Redemption Dates Prices ff the Cities shall elect to optionally redeem less than all of the outstanding Series 1997 Bonds of a maturity, the selection of Series 1997 Bonds for optional redemption within a maturity shall be done by the Paying AgentlRegrstrar by lot or another random method of selection as determined by the Paying Agent/Regrstrar ** The bonds matunrrg November 1, a and shall be redeemed prior to stated maturity in part by lot on November 1 as indicated, in each of the years through from moneys required to be deposited to the credit of the Interest and Sinkrrrg Fund at the principal amount thereof and accrued interest to date of redemption, without premium. Such required sinking fund installments as to each maturity are as follows: [Table to Come.J * To be established by the Underwriting Agreement. ** To be included only if Underwriting Agreement establishes a Sinking Fund. 13 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth International Auport Board (the "Board"), acting on behalf of the Cities, shall cause a wntten notice of such redemption to be given to the regtstered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the Umted States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar With respect to any registered owner of $10,000,000 or more of bonds of this series, such notice shall be sent by Certified Mail, with a Return Receipt. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and accrued interest thereon to the date fixed for redemption. If such wntten notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so r+edeeiried, thereby automatically shall be redeemed prior to matunty, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of pnncipal of this bond or any portion hereof. If a portion of any bond shall be redeemed a substitute bond or bonds having the same matunty date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at-the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concunrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of pnor redemption, aggregating $ ,issued by the Cities for the purpose of paying the costs of the 1997 Project, such term contemplating and relating to the construction of unprovements to the Dallas- Fort Worth International Airport and for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Twenty Seventh Supplemental Regional Airport Concurrent Bond Ordinance (the "Twenty Seventh Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Bonds including this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas-Fort Worth _.. International Airport. Such Pledged Revenues will be on deposit from time to tune in vanous funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Semor Lien Bonds which matured and were paid on October 1, 1990. Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this serves of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are point, and not several, and except as otherwise provided therein no clean, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/1 lths of the total amount thereof, and in the case of Fort Worth 4/11 ths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to tune be on deposit. The l 968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to tune revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to lonely purchase or redeem such Bonds pnor to maturity as required therein. It is fiuther provided in said Ordinance that to the extent Pledged Revenues are 14 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As fwtlier provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of arry integral multiple of $5,000 As provided in the Twenty Seventh Supplemental Ordinance, this bond, or any unpaid or inredeemed portion hereof, may, at the request of the initial registered owner be assigned, transferred and exchanged for alike aggregate principal amount of fully registered bonds, without interest_coupons, payable to the appropnate registered owner, assignee or assignees, as the case may be, having the same matunty date, and beanng interest at the same rate, in any deriomuiahon or denominations in arty integral multiple of $5,000 as requested in writing by the initial registered owner upon surrender of this bond to the Paying Agent/Registrarfcr cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such pnvilege. In any circumstance, neither the Cities nor the PayingAgent/Registrar shall be required to transfer or exchange any bonds selected for redemption when such redemption is scheduled to occur within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the holder of an unredeemed balance of a bond called for redemption in part. ff this Bond or any portion hereof is assigned and transferod or converted each bond issued in exchange for any portion hereof shall have a single stated pnncipal matunty date corresponding to the due date of the installment of principal of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of pnncipal or portion thereof. Such bonds, respectively, shall be subject to redemption prior to maturity on the same dates and for the same prices as the corresponding installment of principal of this Bond or portion hereof for which they are being exchanged. No such bond shall be payable in installments, but shall have only one stated pnncipal matunty date. THIS BOND IN ITS PRESENT FORM MAY BE ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more assignees, but the bonds issued and delivered in exchange for this Bond or any portion hereof may be assigned and transferred, and converted, subsequently, as provided in the Twenty Seventh Supplemental Regional Airport Concurrent Bond,Ordinance. In the event airy Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Twenty Sixth Supplemental Ordinance that they promptly will appoint a competent and legally qualified substrtute therefor, whose qualifications substantially are sunilar to the previous Paying Agent/Registrar it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terns and provisions of the 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the official minutes and records of the Cities, and agrees that the teens and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. _ , 15 -- - TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be drive, to exist and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. [The remainder of this page is intentionally left blank.] 16 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE IN WITNESS WHEREOF, the City Council of the City of Dallas; Texas, has caused the seal of that City to be placed hereon and this bond to be signed by the manual signature of its Mayor and countersigned by the manual signatures of its City Manager and City Secretary, and the City Council of the City of Fort Worth, Texas has caused the seal of the City to be placed hereon and this bond to be signed by the manual signature of its Mayor, countersigned by the manual signature of its Crty Secretary, and approved as to form and legahty by the manual signature of its Crty Attorney COUNTERSIGNED: City Manager, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas 17 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE FORM OF ASSIGNMENT -- ASSIGNMENT - FOR VALUE RECEIVID, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please prmt or type name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement or any change whatsoever 18 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Bond has been examined by lion as requited by law, and that he finds that rt has been issued m confomuty with the Constitution and laws of the State of Texas, and that it is a valid and bmding special obligation of the Cities of Dallas and Fort Worth, Texas, payable in the manner provided by and m the ordinance authonzmg same, and said Bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (Seal) [The remainder of this page is intentionally left blank.] 19 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE B. The form of all Senes 1997 Bonds, including the form of the Paying Agent/Registraz's Certificate and the Form of Assignment, shall be, respectively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this 1997 Ordinance, to-v-nt: FORM OF SUBSTITUTE BOND UNTIED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIItPORT JOINT REVENUE CONSTRUCTION AND REFUNDING BOND SERIES 1997 Dated: May 1, 1997 MATURITY DATE INTZrREST RATE ORIGINAL ISSUE DATE CUSIP Registered Owner• Principal Amount: On the Maturity Date specified above, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner's solely from the revenues and funds described herein, the principal amount shown above and to pay interest thereon, from the Original Issue Date specified above, to the date of its scheduled maturity or the date of its redemption prior to scheduled maturity, at the rate of interest per annum specified above, with said interest being payable on November 1, 1997, and semiannually on each May 1 and November 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this bond is dated later than November 1, 1997, such interest is payable semiannually on each May 1 and November 1 following such date. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. The principal of and interest on this bond are payable in lawful money of the United States of America, without exchange or collection chazges. The principal of this bond shall be paid to the registered owner hereof upon presentation and surrender of this bond at maturity or upon the date fixed for its redemption prior to maturity, at the trust office of Bank One, Texas, NA in Dallas, Texas, which is the uritial "Paying Agent/Registraz" for this bond. The payment of interest on this bond shall be made by the Paying Agent/Registrar to the registered owner hereof as shown by the Registration Books kept by the Paying Agent/Registrar at the close of business on the "Record Date," which is the 15th day of the month next preceding such interest payment date by check drawn by the Paying Agent/Registraz on, and payable solely from, funds of the Cities required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check shall be sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in venting by the Paying Agent/Registrar and the holder hereof with the risk and expense thereof to be home solely by the holder In the event of anon-payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such interest payment for such maturity or matunties (a "Special Record Date") will be established by the Paying Agent/Registraz, rf and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five 20 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE business days prior to the Special Reccrd Date by United States mail, first class, postage prepaid, to the address of each holder of a babe of such maturity or maturities appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely from the revenues and funds described herein, the amounts required to provide for the payment, m immediately available funds, of all principal of and interest on the bonds, when due. ffthe date for tbe payment of the principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as rf made on the original date payment was due. * [The bonds of this series maturing on November 1, and thereafter shall be redeemable at the election of the Cities from any available moneys, other than moneys on deposit in the Interest and Sinking Fund, hereinafter described, on 1, or on arty date thereafter at the redemption prices together with accrued interest to the redemption date as specified below Redemption Redemption Dates Puce If the Cities shall elect to optionally redeem less than all of the outstanding Series 1997 Bonds of a maturity, the selection of Series 1997 Bonds for optional redemption within a maturity shall be done by the Paying Agent/Registrar by lot or another random method of selection as determined by the Paying AgentlRegistrar ] ** The bonds maturing November 1, and shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years through from moneys required to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, wrthout premium. Such required sinking fund installments as to each maturity are as follows: [Table to Come] * To be established by the Underwriting Agreement. ** To be included only if Underwriting Agreement established a Sinking Fund. 21 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth International Airport Board (the "Board', acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Regisirar. With respect to any registered owner of $10,000,000 or more of bonds of this series, such notice shall be sent by Certified Mail, with a Return Receipt. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and aaxued interest thereon to the date fixed for redemption. If such written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they sha1I not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall retard in the Registration Books all such redemptions of principal of this bond or any portion hereof. ff a portion of any bond shall be redeemed a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggn:gate principal amount equal to the unredeemed portion thereof, will be issued to the. registered owner upon the surrender thereof for cancellation, at the expense of the Cities. The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Auport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregatuig $ ,issued by the Cities for the purpose of paying the costs of the 1997 Project, such term contemplating and relating to the construction of the improvements to the Dallas-Fort Worth International Airport and for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Twenty Seventh Supplemental Regional Airport Concurrent Bond Ordinance (the "Twenty Seventh Supplemental Ordinance") adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Bands including this series of bonds, the Cities have jointly pledged their respective inter- ests inthe "Pledged Revenues" to be derived from the ownership and operation of the Dallas-Fort Worth International Airport. Such Pledged Revenues will be on deposit from tune to tune in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds which matured and were paid on October 1, 1990 Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this serves of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are point, and not several, and except as otherwise provided therein no claun, demand, suit or~udgment shall ever be asserted, entered or collected against ar fiom one City without the other and no individual liability shall ever exceed in the case of Dallas 7/1 lths of the total amount thereof, and m the case of Fort Worth 4/1 Iths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, such sums shall be payable and collectable solely from the funds in which Pledged Revenues shall from time to time be on deposit. The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from tune to tune revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the l 968 Ordinance) for the payment of the principal of and interest on the panty Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity as required therein. It is fiuther provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operatuig said Auport, 22 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not point, and no action, clean, stet or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. The registered owner hereof shall never have the nght to demand payment of this obligation out of any funds raised or to be raised by taxation. All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of arty integral multiple of $5,000. As provided in the Twenty Seventh Supplemental Ordinance, this bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transfen~ed and exchanged far a like aggregate pnncipal amount of fully registered bonds, without interest coupons, payable to the appropnate registered owner, assignee or assignees, as the case may be, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropnate registered owner, assignee or assignees, as the case maybe, upon surrender of this bond to the Paying Agent/Registraz for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requirements for such assignment and transfer, this bond must be presented and sun~eiidered to the Paying Agent/Registraz, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assigturient printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registraz may be used to evidence the assignment of this bond or any portion or portions hereof from time to tune by the registered owner In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Regislrar will be paid by the Cities, but arty taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such pnvilege. In any circumstance, neither the Cities nor the Paying Agent/Registrar shall be required to transferor exchange any bonds selected for redemption when such redemption is scheduled to occur within 45 calendar days; provided, however, such limitation shall not apply to an exchange by the holder of an unredeemed balance of a bond called for redemption in part. Tn the event arty Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Twenty Seventh Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications substantially are similaz to the previous Paying Agent/Registraz it is replacing, and promptly will cause written notice thereof to be mailed to the registered owners of the bonds. By becoming the registered owner of this bond, the registered owner thereby acknowledges all of the terms and provisions ofthe 1968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection in the otI•icial minutes and records of the Cities, and agrees that the terms and provisions of this bond and said Ordinance constitute a contract between each registered owner hereof and the Cities. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist and to be performed precedent to and in the issuance of this bond and the senes of which it is one have been done, do exist and have been performed as so required. [The remainder of this page is intentionally left blank.] 23 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE IN WTfNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsunile seal oflhat City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsmule signatures of its City Manager and City Secretary; and the City Council_of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by rts City Attorney COUNTERSIGNED: City Manager, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas Mayor, City of Dallas, Texas Mayor, City of Fort Worth, Texas 24 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE FORM OF PAYING AGENT/REGISTRAR'SAUTHENTKATION CERTIFICATE PAYING AGENT/REGISTRAIt'S AUTHENTICATION CERTIFICATE It is hereby certified that this bond has been issued under the provisions of said Ordinance described on the face of this bond; and that this bond has been issued in exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Paying Agent/Registrar By Authorized Signature [The remainder of this page is intentionally left biank.J 25 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE * FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please.insert Social Security or Taxpayer Identification Number of Transferee (Please print or type name and address, mcluding zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution ui the prerruses. Dated: Signature Guaranteed: NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement _ or any change whatsoever 26 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1997 BONDS AND RELATED DOCUMENTS Section 4.1 Method oJF.xecution Each of the Series 1997 Bonds shall be signed and executed on behalf of the City of Dallas by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signatures of its City Manager and City Secretary, and the corporate seal of that City shall be unpressed, printed, lithographed or otherwise reproduced or placed on each bond. Each of the Series 1997 Bonds shall be signed and executed on behalf of the City of Fort Worth by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary, the same shall be approved as to form and legality by the manual or facsunile signature of the City Attorney of the City, and its corporate seal shall be impressed, printed, lithographed or otherwise reproduced or placed upon each bond. All manual or facsimile signatures placed upon the Senes 1997 Bonds shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.T C.S., as amended. Section 4.2. Approval and Registration. The Board is hereby suthonzed to have control and custody of the Senes 1997 Bonds initially issued and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of sand bond to the Attorney General of the State of Texas and to assure the investigation, examination and approval thereof by the Attorney General of the State of Texas and its registration by the Comptroller of Public Accounts. Upon registration of the Senes 1997 Bonds initially issued the Comptroller of Public Accounts (or a deputy designated in writing to act for lion) shall manually sign the Comptroller's Registration Certificate accompanying the Senes 1997 Bonds initially issued and the seal of the Comp- troller shall be impressed, or placed in facsimile, on such certificate. The Chairman of the Board and the Executive Director of the Airport shall be further authorized to make such agreements and arrangements with the purchasers of sand bonds and with the Paying Agent/Regrstrar as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale. Section 4.3. A. TEFRA Approval. Janice Davis is hereby appointed to be the designated Heanng Officer for a public hearing relating to the Series 1997 Bonds to be held for purposes of satisfying Section 147 of the Code and the Mayors are hereby authorized to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code. B. Approval oJCredit Agreements. The Board rs hereby authorized to enter into from tune to time while the Series 1997 Bonds are outstanding credit agreements relating to the Series 1997 Bonds in accordance with Article 717q V.AT C.S., as amended. Any amounts due and owing by the Board under such credit agreements shall be Operation and Maintenance Expenses payable solely from the Operating Revenue and Expense Fund in accordance with the flow of funds and order of priorities established by Section 7.3 of the 1968 Ordinance. C. Escrow Agreement. The Escrow Agreement in substantially the form attached hereto and made a part hereof as Exhibit B, is hereby accepted, approved and authorized to be executed and delivered in such foam, with such changes and modifications as the respective City Attorneys shall approve as necessary and appropriate as conclusively evidenced by their execution thereof, to the parties set forth in such Agreement. Such Agreement shall be executed on behalf of the City of Dallas by the City Manager, with its corporate seal impressed thereon, and approved as to form by the City Attorney Such Agreement shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate seal unpressed thet~eori, attested by the City Secretary, and approved as to form and legality by the City Attorney The investment earnings earned under the Escrow Agreement shall be used to purchase and cancel Bonds maturing November 1, 2001 and, to the extent not so applied by March 31, 1998, the remauring amount shall be used to pay interest on the Series 1997 Bonds on May 1, 1998. D. Call oJSeries 1993A Bonds. The Senes 1993A Bonds are hereby called for optional redemption on September 30, 1997 The Executive Director is hereby authorized and directed to cause the Paying Agent/Registrar for the Series 1993A Bonds to mail notice of such redemption after delivery of the Series 1997 Bonds as required by the 1993A Ordinance. 27 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE ARTICLE v DISPOSITION OF BOND PROCEEDS Section S.l Disposition ojBond Proceeds. The proceeds fi+orn the sale of the Series 1997 Bonds, together with available funds herein provided, shall be applied on the date of delivery of the Series 1997 Bonds as follows: To The Bank of New York, New York, New York, as paying agent for the Serves 1993A Bonds and as Escrow Agent under the Dallas-Fort Worth International Airport Serves 1997 Special Escrow Fund created and established ~th said bank in accat+dance with the terms of the Dallas-Fort Worth International Auport Series 1997 Escrow Agreement dated as of May 1, 1997 C) firm the Interest and Sinking Fund the amount on deposit in such fund as of the date of delivery representing interest accniing from the last interest payment date with respect to the Series 1993A Bonds; (ii) from the 311 Fund an amount equal to the principal amount of the Series 1993A Bonds which are not Refunded Bonds and interest to the Redemption Date with respect to such principal amount not funded under (i) above; and (iii) a portion of the amount received as a result of the initial delivery of the Series 1997 Bonds, which amount, together with the amount described in (i) and (ii) above, will be sufficient, without investment, to provide for the payment of the principal of, premium, if any, and interest due on the Series 1993A fonds on the Redemption Date, and the Escrow Agent and Paying Agent charges on the Series 1993A Bonds; and (iv) except as otherwise provided in (i), (ii) and (iii) above, all proceeds derived from the sale of the Series 1997 Bonds shall be deposited promptly upon the receipt thereof to the credit of the Construction Fund and said proceeds shall be used solely for the purpose of defraying a part of the Costs of the 1997 Project, including interest accruing duruig construction of the.ma~or components of the 1997 Project in accordance with the 1968 Ordinance and Section 6.3 of this Ordinance, and shall be accounted for and Expended for said purposes at the tune, in the order and as provided in the 1968 Ordinance. Section S 2. Reserve Fund. In accordance with the requirements of the 1976 Ordinance it is hereby found and determined that the average total annual deposits required for the payment of the principal of and interest on the Series 1997 Bonds and the Outstanding Bonds will be more than the amount currently on deposit therein of $58,300,000 and that such additional amount upon the deteimiriation thereof as certified to by the Deputy Executive Director of Administrative Services or the Director of Finance in connection with the delivery of the Series 1997 Bonds rounded upward to the nearest integral multiple of $1,000 shall be deposited to the Reserve Fund. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 6.1 Adoption. The Serves 1997 Bonds authorized hereby are panty "Refunding Bonds" and "Additional Parity Bonds" as such terns are defined herein and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this 1997 Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2, 7 4 and 7.5 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1997 Bonds and all Bonds currently outstanding for all purposes, except to the extent hereinafter specifically modified or supplemented. Section 6.2. Pledge. The principal of and the interest on the Series 1997 Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Serves 1997 Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section 6.3. Interest and Sinlring Fund. In addition to all other amounts required by the 1978 Ordinance, the 1987 Ordinance, the 1991 Ordinance, the 1991A Ordinance, the 1992A Ordinance, the 1992B Ordinance, the 1992C Ordinance, the 1993 Ordinance, the 1993A Ordinance, the 1994A Ordinance and the 1995 Ordinance so long as any of the Series 1997 Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amount of interest to come due on the Serves 1997 Bonds determined by the Director of Finance to be funded during such month, in accordance with federal requirements as to tax-exemption, from the proceeds of the 1997 Bonds on deposit in the Construction Fund) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund: -- 28 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE A beginning on the first day of the month following delivery of the Series 1997 Bonds in equal monthly installments an amount necessary to provide the amount of interest to become due on the Series 1997 Bonds on November 1, 1997 by October 1,1997 and thereafter in equal monthly installments an amount necessary to provide 1 /6th of the amount of interest to become due on the Series 1997 Bonds on each succeeding interest payment date thereafter; B. beginning on the first day of October in the year preceding the first serial maturity in twelve equal monthly installments an amount necessary to provide such fast serial maturity of the Series 1997 Bonds and thereafter beginning on October I of each year for the Series 1997 Bonds maturing on a serial basis an amount necessary to provide in twelve equal installments the amount of principal of such serial maturity through the last year for which Serves 1997 Bonds matwe on a serial basis; and C. beginning on October 1 in the year of the last serial maturity with respect to the Series 1997 Bonds and on the first day of each month thereafter through September I, 2024 for each twelve-month period ending September 30, one- twelfth ofthe amounts indicated in the Underwriting Agreement that represent sinking fund payments, including the amount due on November 1, 2024 and any other designated maturity date. The sinking fund payments required by this sub-paragraph C may be used to pwchase Series 1997 Bonds as pernutted in Section 7 4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem Series 1997 Bonds prior to stated maturity or to pay at final maturity on November 1 in each of the years of the sinking fund payments at the principal amount thereof and accrued interest to date of redemption or maturity without premium. If it shall be determined that the annual transfers to the Interest and Sinking Fund required by this sub-paragraph C will produce a surplus in the Interest and Surking Fund at maturity of the Series 1997 Bonds, the annual sinking fund payments required by this sub-paragraph C on account of the Series 1997 Bonds may be reduced in approximately equal amounts. Section 6.4 Transfers to Paying Agen1/Registrar The Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1997 Bonds to the Paying Agent/Registrar on the applicable due dates and redemption daces in immediately available funds. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 71 Use oJBond Proceeds. A. The Cities covenant to and with the pwchasers of the Serves 1997 Bonds that they will make no use of the proceeds of such Bonds at any tune throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the pwchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section l 48 of the Internal Revenue Code of 1986, as amended (the "Code"), or any regulations or pilings pertaining thereto; and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 148 and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 148, or any regulations or pilings pertaining thereto. The Cities further covenant to comply with the requirements of Sections 148(d) and 148(f) of the Code including restrictions on reserve fund investments and limitations on investments in nonpurpose obligations and the requirement of such Section that certain earnings on nonpurpose obligations be paid to the United States. B. The Cities covenant to and with the pwchasers of the Series 1997 Bonds that they will make no use of the proceeds of such Bonds at any tune throughout the term of such Bonds which would cause the interest to be paid on the Series 1997 Bonds to not be exempt from all present federal income taxes under existing statutes, regulations, published rulings and court decisions except possibly as provided by Section 147(a) of the Code, with respect to any Series 1997 Bond for any period during which such Bond is held by a person who is a substantial user of the facilities financed or refinanced with the proceeds of the Series 1997 Bonds, or by a "related person" as defined in the applicable provisions of the Code. C. The Cities covenant to and with the pwchasers of the Series 1997 Bonds that the facilities financed or to be financed with the proceeds of the Series 1997 Bonds or the Refunded Bonds have or will have a remaining average reasonably 29 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE expected economic life of at least 84 percent of the average maturity of the Serves 1997 Bonds determined under Section 147(b) ofthe Code. D. The Cities covenant to and with the purchasers of the Series 1997 Bonds that they will account for the expenditure of sale proceeds and investment earnings to be used for the purposes described in the definition of "1997 Project" in the 1997 Ordinance (each such purpose referred to herein and Section 7 1 E. hereof as a "Project") on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the Cities shall not expend sale proceeds or investment earnings thereon more than 60 days after the later of (1) the fifth anniversary of the delivery of the Serves 1997 Bonds, or (2) the date the Serves 1997 Bonds are retired, unless the Cities obtain an opuuon of nationally-recognized bond counsel ("Bond Counsel") that such expenditure will not adversely affect the tax-exempt status of the Serves 1997 Bonds. For purposes hereof, the Cities shall not be obligated to comply with this covenant if they obtain an opinion of Bond Counsel that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Series 1997 Bonds. E. The Cities covenant to and with the purchasers of the Series 1997 Bonds that the property constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Cities of cash or other compensation, unless the Cities obtain an opinion of Bond Counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Series 1997 Bonds. For purposes hereof, the Cities shall not be obligated to comply with this covenant if they obtain an opinion of Bond Counsel that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest on the Series 1997 Bonds. Section 7.2. Covenant Not to Impair The Cities covenant that the Dallas-Fort Worth Regional Auport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1, 1981, the Passenger Service Special 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 1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Serves 1997 Bonds. Section 7.3 Observance oJCovenants. The Board, the officers, employees and agents are hereby directed to observe, Damply with and carry out the terms and provisions of this 1997 Ordinance, including, specifically the covenants set forth in Section 7 1 and 7.2 of this 1997 Ordinance. Section 7 4 Damaged, Mutilated, Lost, Stolen or Destroyed Bonds. A. In the event any outstanding Serves 1997 Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause io be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Series 1997 Bond, in replacement for such Serves 1997 Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1997 Bonds shall be made.to the Paying Agent/Registrar In every case of loss, theft or destruction of a Serves l 997 Bond, the applicant for a replacement bond shall finmish to the Cities and to the Paying Agent/Registrar such security or indemnity as maybe required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Series 1997 Bond, the applicant shall fiunish to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Series 1997 Bond, as the case may be. In every case of damage or mutilation of a Serves 1997 Bond, the applicant shall sun ender to the Paying Agent/Registrar for cancellation the Series 1997 Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Serves 1997 Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Serves 1997 Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1997 Bond) instead of issuing a replacement Serves 1997 Bond, provided security or indemnity is fiiinished as above provided in this Section. 30 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE D. Prim to the issuarioe of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Serves 1997 Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 1997 Bond is lost, stolen or destroyed shall constitute a oantrachial obligation of the Cities whether or not the lost, stolen or destroyed Serves 1997 Bond shad be found at any tune, or be enforceable by anyone, and shall be entitled to all the benefits of this 1997 Ordinance equally and proportionately with any and all other Series 1997 Bonds duly issued under this 1997 Ordinance. E. In accordance with Section 6 of Art. 717k-f~, V.A.T C.S., as amended, this Section of this 1997 Ordinance shall constitute suthonty for the issumioe of any such replacement bond without necessity of fiulher action by the governing body of the Cities or any other body or person, and the duty of the replacement of such bonds is hereby authorized and unposed upon the Payuig Agent/Regist<ar, and the Paying Agent/Registrar shall authenticate and deliver such bonds in the form and manner and with the effect, as provided in Section 3 4D of this 1997 Ordinance for Serves 1997 Bonds issued in exchange for other Series 1997 Bonds. Section 7.5. Bond Insurance. Tlie Series i 997 Bonds have been offered with a comtnitment for bond insurance provided by MBIA Insurance Corporation, ("the Insurer"), with the bond insurance to be evidenced by the then current legal form of the Municipal Bond New Issue Insurance Policy (the "Policy"). The Cities have sold one or more maturities of the Serves 1997 Bonds based on such Commitment but are not required to obtain bond insurance from another source if the Insurer does not honor or is unable to honor its Commitment on the delivery date. In the event the Policy is not issued as to one or more maturities at the time of delivery, this section shall be of no force and effect. In accordance with the teams and coriditions applicable to the Commitment and the Policy provided by the Insurer, and subject to the preceding sentence, the Cities covenant and agree that: A Optional Redemption of Bonds. Notwithstanding the provisions of Section 4(e) hereof, pnor to the circulation of any notice ofredemption of the Serves 1997 Bonds (other than mandatory sinking fund redemption and excepting any notice that refers to Bonds that are the subject of an advance refunding), sufficient funds to pay the redemption pnce of the Series 1997 Bonds to be redeemed shall have been deposited with the Paying Agent/Registrar to accomplish such redemption. In addition, the Insuuer shall be provided with notice of the redemption of any of the Serves 1997 Bonds (other than mandatory sinking fund redemption). B. Event of Default. Upon the occurrence of an Event of Default which would require the Insurer to make payments under the Policy, the Insurer and its designated agent shall be provided with access to the Registration Books relating to the Serves 1997 Bonds. In addition, the Insurer shall be deemed the sole Holder of the Serves 1997 Bonds with respect to any action taken puisuaitt to Section 10.2 of the 1968 Ordinance. In determining whether a payment default relating to the Series 1997 Bonds has occurred pursuant to Section 10.1 of the 1968 Ordinance, no effect shall be given to payments made under the Policy Furthermore, notice of any payment default with respect to the Bonds shall be given immediately by the Board to the Insurer C. Amendments and Modifications to Ordinance. Notwithstanding the provisions of Section 11 1 of the 1968 Ordinance, any amendment or modification to the 1997 Ordinance shall be subject to the pnor written consent of the Insurer which shall not be unreasonably withheld. For the purposes of Section l 1 1 of the 1968 Ordinance, the Insurer shall be treated as the Holder of the Serves 1997 Bonds with respect to consent to any amendments thereunder In addition, the Insurer shall be provided by the Board with all proceedings relating to any amendment or modification to the 1997 Ordinance. D Notices. Unless otherwise directed, aII notices to The Insurer hereunder shall be addressed. MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Attention: Insured Portfolio Management E. Paying AgendRegistrm- Notwithstanding Section 3 4 hereof, no resignation or removal of the Paying Agent/Registrar shall become effective until a successor-has been appointed and has accepted the duties of the Paying Agent/Registrar The 3] TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE Inswer shall be furnished with written notice of the resignation or removal of the Paying Agent/Registrar and the appointment of any successor thereto. F Information and Data. The following information and data shall be provided to the Inswer by the Board periodically as noted: 1 Annually, when available, the Airport Budget as approved by the Cities and the annual audited financial statements. 2. An official statement or offering document, if any, prepared in connection with the issuance of any Bonds. 3 Notice of any draw upon the Debt Service Reserve Fund. 4 Simultaneously with the delivery of the annual audited financial statements such other statistical data_concerning paswenger statistics, landing weights and aircraft operations as are compiled and made generally available by the Auport. ARTICLE VIII AMENDMENTS TO ORDINANCE Section 8.01 Amendments. This 1997 Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the i 968 Ordinance. ARTICLE IX DISCLOSURE UNDERTAKING Section 91 U»dertaking to Provide Ongoing Disclosure (a) This Article IX constitutes the written undertaking for the benefit of the beneficial owners of the Serves 1997 Bonds required by Section (b)(5)(i) of Secunties and Exchange Commission Rule 15c2-12 under the Securities Exchange Act.of 1934, as amended (17 CFR Part 240, §240 15c2-12) (the "Rule"). Capitalized terms used in this Article and not otherwise defined in this 1997 Ordinance shall have the meanings assigned such terms in subsection (e) hereof. (b) The Cities, as an "obligated person" within the meaning of the Rule, undertakes to provide the following mfonnation as provided in this Article: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Matenal Event Notices. (c) The Cities hereby designate the Board as designated agent with respect to the undertakings made m subsection (b) hereof. (d)(1) The Cities shall, while airy Series 1997 Bonds are Outstanding, provide the Annual Financial Information on or before March 31 of each year (the "Report Date"), beginning m 1998, to each then existing NRMSIR and SID, if any The Cities may adjust the Report Date if the Cities change their fiscal year by providing wntten notice of the change of fiscal year and the new Report Date to each then existing NRMSIIt and the SID, if any; provided that the new Report Date shall be no more than six months after the end of the new fiscal year and provided further that the period between the final Report Date relating to the former fiscal year and the initial Report Date relating to the new fiscal year shall not exceed one year in duration. It shall be sufficient if the Cities provides to each then existuig NRMSIIZ and the SID, if any, the Annual Financial Information by specific reference to documents previously provided to each NRMSIR and the SID, if any, or filed with the Secunties and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the Municipal Secunhes Rulemaking Board. 32 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE (2) If not provided as part of the Annual Financial Information, the Cities shall provide the Audited Financial Statements when and if available while any Series 1997 Bonds are Outstanding to each then existing NRMSIR and the SID, if any (3) ffa Material Event occurs while any Senes 1997 Bonds are Outstanding, the Cities shall provide a Material Event Notice in a timely manner to the Municipal Securities Rulemaking Board and the SID, if any Each Material Event Notice shall be so captioned and shall prominently state the date, title and CUSIP numbers of the Series 1997 Bonds. (4) The Cities shall provide in a lonely manner to the Municipal Secunties Rulemalung Board and to the SID, if atry, notice of arty failure by the Cities while any Series 1997 Bonds are Outstanding to provide to each then existing NRMSIIt and the SID, if any, Annual Financial Information on or before the Report Date. (e) The following are the definitions of the capitalized terms used in this Article and not otherwise defined in this 1997 Ordinance. ~- - (1) "Annual Financial Information" means the financial information with respect to the Airport Enterprise Fund (which shall be based on financial statements prepared in accordance with generally accepted accounting principles as a single enterprise fund presented on the flow of economic measurement focus and using the accnied basis of accounting with revenues recognized when earned and expenses recognized when incurred (the "Financial Statements") all as more particularly noted in Note 1 to the Financial Statements for the year ended September 30,1996) or oper~ahng data with respect to the Crties ,provided at least annually as of the end of the last fiscal year or for such fiscal year period, included in numbered Tables One through Seven and the financial statements as included in Appendix B to the final official statement with respect to the Series 1997 Bonds whrch Annual Financial Information may, but rs not required to, include Audited Financial Statements. (2) "Audited Financial Staiements" means the annual Financial Statements which financial statements shall have been audited by such auditor as shall be then required or pennrtted by the laws of the State of Texas. (3) "Material Event" means any of the following events, if matenal, under the Federal Securities Laws: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the secunty; (vii) Modifications to rights of secunty holders; (viii) Bond calls; (ix) Defeasance; (x) Release, substitution, or sale of property securing repayment of the secunties; and (xi) Rating changes. (4) "Material Event Notice" means written or electronic notice of a Matenal Event. 33 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE (5) "NRIvISIR" means the nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Comrmssion for the purposes referred to in the Rule. (6) "Outstanding" means vinth respect to the Serves 1997 Bonds that penod of tune pnor to the earlier of (i) repayment or (ii) receipt of an opinion of a nationally recognized bond counsel that with respect to such Serves 1997 Bonds that firm banking arrangements have been made for the discharge and final payment thereof in accordance with Texas law (7) "SID" means the Municipal Advisory Council of Texas, the state information depository designated by the State of Texas as such for the purposes referred to in the Rule, or any successor thereto. (f) The continuing obligation hereunder of the Cities to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Series 1997 Bonds no longer are Outstanding Furthet, this Article, or arty provision hereof, shall be null and void in the event that the Cities deliver to each then existing NRMSIIZ and the SID, if arty, an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require this Article, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Series 1997 Bonds. Notwithstanding any other provision of this 1997 Ordinance or the 1968 Ordinance, this Article may be amended without the consent of the Series 1997 Bondholders, but only upon the delivery by the Cities to each then existing NRMSIR and the SID, if any, of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect compliance with this Article and by the Cities with the Rule. (g) Any failure by the Cities to perform in accordance with this Article shall not constitute an "Event of Default" under Article X of the 1968 Ordinance, and the rights and remedies provided by such Article upon the occurrence of an "Event of Default" shall not apply to any such failure. ARTICLE X SEVERABILITY, REPEAL AND COUNTERPARTS Section 10.1 Ordinance Irrepealable. After any of the Series 1997 Bonds shall be issued, this 1997 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1997 Bonds from time to time outstanding, and this 1997 Ordinance shall be and remain nrepealable until the Serves 1997 Bonds and the interest thereon shall be fully paid, canceled, refunded or discharged or provision for the payment thereof shall be made. Section 10.2. Severability If any Section, paragraph, clause or provision of this 1997 Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this 1997 Ordinance. ff any Section, paragraph, clause or provision of the Contract and Agreement shall for arty reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remauung provisions of the Contract and Agreement, or of airy other provisions of this 1997 Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 10.3. Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency ~~_ Section 10.9. Cou»terparts. This 1997 Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, this 1997 Ordinance shall be in full force and effect. [The remainder of this page is intentionally left blank.] 34 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS MAY 14, 1997 PROVED A TO O City Attorney, City of Dallas, Texas PASSED MAY 13,1997 ~ c ~~ Mayor, City of Fort Worth, Texas (SEAL) ATTEST: .~ ~~.~~ City Secretary, City of Fort Worth, Texas A ROVED AS O F RM ND LEGALITY: City Attorney, City of Fort Worth, Texas '=~~~~~" fi ~-~" ~ .t"` y, d~' = r ~ `'e,A ~, ~ w l` 4y' ~ "Y~; ~.. ~ ~ ~ ~^~ ,wf ~ ~T~ i1 ~ ± 1~ r~Y ,~~" - ~ ~, ,~ i. W .~. ~ p 1(' '~+ J k ~ ~ 35 TWENTY-SEVENTH SUPPLEMENTAL ORDINANCE THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Robert S. Sloan, City Secretary of the City of Dallas, Texas, do hereby certify 1 That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, May 14,1997, authorizing the issuance of Dallas-Fort Worth Regional Auport Joint Revenue Construction and Refunding Bonds, Series 1997 which ordinance is duly of record m the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the tune, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this 14th day of May, 1997 City Secretary, City of Dallas, Texas (SEAL) THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Alice Church, City Secretary of the City of Fort Worth, Texas, do hereby certify 1 That the above and foregoing is a true and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on May 13, 1997, as same appears of record in the Office of the City Secretary 2. That said meeting was open to the public, and public notice of the tune, 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 13th day of May, 1997 .~: .fir ~. •a z. ~. ~„'~ (SEAL). "`r* k ;,~~ r 3.. a ~1. .~1 -- ~, ~~ ~. ~. City Secretary, City of Fort Worth, Texas 36