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HomeMy WebLinkAboutOrdinance 11992~` ~~ ~~ TWENTY SIXTH SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authonzmg the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS SERIES 1995 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS Dated as of June 1, 1995 CTTY OF DALLAS ORDINANCE NO. CI7CY OF FORT WORTH ORDINANCE N0.1~L lL An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1995 for the purpose of refunding $146,600,000 of Joint Revenue Bonds, Senes 1985 matunrrg November 1, 1995 through November 1, 2000, both dates rnclusrve, November 1, 2005 and November 1, 2015 and $28,715,000 of Joint Revenue Refunding Bonds, Senes 1992 maturing November 1, 2002, providing for the form of said bonds; appointing a Paying Agent/Regrstrar 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 Airport Board to deliver said bonds as herein directed; providing that such bonds are on a parity with the outstanding Dallas-Fort Worth Regional Airport 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 approving Credit Agreements; providing for the deposit of the proceeds of the Senes 1995 Bonds 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 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 declanng 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 (the "1968 Ordinance"), authorized the issuance of and sold their Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Senes 1968 (the "Senes 1968 Bonds"), and by ordinances concurrently passed subsequently authonzed 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 1968 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 panty with the Senes 1968 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 WHEREAS, in accordance with the Contract and Agreement sand City Councils have been requested by the Dallas-Fort Worth International Airport Board to issue additional ~ ornt revenue bonds pursuant to a concurrent bond ordinance to refund maturities of a series of previously issued Outstanding Bonds; and WHEREAS, the Crty Councils, respectively, of the Cities of Dallas and Fort Worth (the "Cities") on October 9 and 10, 1990 concurrently passed the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Sixteenth Supplemental Ordinance") authorizing the issuance of the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Senes 1992 m the aggregate amount of $34,170,000 and on such dates also authorized entering into a Forward Purchase Agreement with respect thereto for delivery on March 25, 1992; and WHEREAS, the Sixteenth Supplemental Ordinance provided for the delivery of the 1992 Bonds in a Unit Pricing Mode and required that a direct pay letter of credit be obtained prior to such irutral delivery and maintained thereafter; and WHEREAS, the Senes 1992 Bonds were delivered on March 25, 1992 in the Unit Pncing Mode and are currently outstanding in the Unit Pncing Mode; and WHEREAS, in conjunction with the authorization of the Senes 1992 Bonds a Master Interest Exchange Agreement and Supplement No. 1 relating to the Senes 1992 Bonds were entered into; and TWENTY SIXTH SUPPLEMENTAL ORDINANCE WHEREAS, pursuant to the Fourteenth Supplemental Regional Airport Concurrent Bond Ordinance, the Cities have delivered the Series 1985 Bonds which are refundable on November 1, 1995 at a premium of two and one-half percent (2.5%); and WHEREAS, it has been determined that additional debt service savings can be achieved and future uncertainties removed at this tune by the issuance of fixed rate bonds and the execution of another supplement relating to the Senes 1992 Bonds ("Supplement No. 4") to the Master Interest Exchange Agreement providing for a motor unage transaction to Supplement No. 1, and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue the Series 1995 Bonds for such purposes; and WHEREAS, the City Councils have each found and detennuied as to each that the matters to which this 1995 Ordinance relates are matters of imperative public need and necessity in the protection of the health, safety and morals of the citizens of each of the Cities and, as such, that this 1995 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 time, 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 IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1 1 Short Title. This 1995 Ordinance maybe cited by the short title, "Twenty Sixth Supplemental Regional Auport Concurrent Bond Ordinance." Section 1.2. Adoption of Preambles. All of the declarations and findings contained in the preambles of this 1995 Ordinance are made a par[ hereof and shall be fully effective as a part of the ordained subject matter of this 1995 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 officers of each directed toward the Airport and the issuance of the bonds herein authorized is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2. I Adoption oJDefinitions. The definitions set forth in 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 1995.Ordinance as if repeated in full herein. Section 2.2. Additional Definitions. In addition to the definitions set forth m the said h 968 Ordinance, the terms defined in this Section for all purposes of this 1995 Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any uistivments or documents appertaining hereto, except where the context by clear implication shall otherwise require, shall have the respective meanings herein specified as follows, to-wit: "INITIAL BOND" shall mean and refer to the initial Series 1995 Bond authorized by Article III of this 1995 Ordinance. "MASTER PLAN" shall mean and refer to the Airport's Master Plan of Development adopted on September 30, 1969, as amended from time-to-time. 2 ~_ TWENTY SIXTH SUPPLEMENTAL ORDINANCE "1968 ORDINANCE" shall mean and refe"r to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Crhes on November 11 and 12, 1968. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the Crty Councils of the Crtres on April 14, 1970 "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the Crty Councils of the CrUes 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 31, 1977 "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Crtres on Apri14 and 5, 1978. "1985 ORDINANCE" shall mean and refer to the Fourteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the Crty Councils of the Crtres on December 3 and 4, 1985 "1987 ORDINANCE" shall mean. and refer to the Fifteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the Crty Councils of the Crtres on October 6 and 7, 1987 "1991 ORDINANCE" shall mean and refer to the Nineteenth Supplemental Regional Auport Concurrent Bond Ordinance passed by the Crty Councils of the Crtres on October 8 and 9, 1991 "1991A ORDINANCE" shall mean and refer to the Twentieth Supplemental Regional Airport Concunrent Bond Ordinance passed by the City Councils of the Crtres on October 8 and 9, 1991 "1992 ORDINANCE" shall mean and refer to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the Crty Councils of the Crtres on September 11 and 12, 1990, as amended by the First Amendment to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Crtres on February 11 and 12, 1992. "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 Airport Concurrent Bond Ordinance passed by the Crty Councils of the Crhes 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 Crty Councils of the Crtres 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 Crty Councils of the Cities on April 13 and 14, 1993 "1993A ORDINANCE" shall mean and refer to the Twenty Fourth Supplemental Regional Airport Concurrent Bond Ordinance passed by the Crty Councils of the Cities on October 12 and 13, 1993 "1994A ORDINANCE" shall mean and refer to the Twenty Fifth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Crtres on June 21 and 22, 1994 "1995 ORDINANCE" shall mean this Twenty Sixth Supplemental Regional Airport Concurrent Bond Ordinance. "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 Airport Joint Revenue Bonds, Serves 1985, authorized by the 1985 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, TWENTY SIXTH SUPPLEMENTAL ORDINANCE Series 1987, authorized by the 1987 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 authonzed by the 1991 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 A authorized by the 1991A Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1992, authorized by the 1992 Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1992A, authonzed by the i 992A Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Senes 1992B, authorized by the 1992B Ordinance, the Dallas-Fort Worth Regional Auport Joint Revenue Bonds, Series 199X, authonzed by the 1992C Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1993, authonzed by the 1993 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1993A, authonzed by the 1993A Ordinance and the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Series 1994A, authorized by the 1994A Ordinance. "PAYING AGENT/REGISTRAR" shall mean NationsBank of Texas, N.A., with respect to the Senes 1995 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, Series 1978, authonzed by the 1978 Ordinance. "SERIES 1985 BONDS" shall mean the Dallas-Fort Worth Regional Auport Joint Revenue Bonds, Senes 1985, authorized by the 1985 Ordinance. "SERIES 1987 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Senes 1987, authonzed by the 1987 Ordinance. "SERIES 1991 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991, authorized by the 1991 Ordinance. "SERIES 1991A BONDS" shall me<~n the Dallas-Fort Worth Regional Auport Joint Revenue Bonds, Series 1991A, authorized by the 1991 A Ordinance. "SERIES 1992 BONDS" shall mean the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Senes 1992, authorized by the 1992 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, Senes 1992B, authonzed by the 1992B Ordinance. "SERIES 1992C BONDS" shall mean the Dallas-Fort Worth Regional Auport Joint Revenue Bonds, Series 199X, authorized by the 1992C Ordinance. "SERIES 1993 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Senes 1993, authonzed by the 1993 Ordinance. "SERIES 1993A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Senes 1993A, authonzed by the 1993A Ordinance. "SERIES 1994A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Senes 1994A, authonzed by the 1994A Ordinance. "SERIES 1995 BONDS" shall mean the Dallas-Fort Worth Regional Auport Joint Revenue Refunding Bonds, Senes 1995 authorized by this 1995 Ordinance, including the ImUal Bond. .~, TWENTY SIXTH SUPPLEMENTAL ORDINANCE "UNDERWRITING AGREEMENT" 'shall mean the Underwnting Agreement hereafter entered into as contemplated and authorized in Article III .of this 1995 Ordinance. ARTICLE III THE BONDS Section 3.1 Authorization:. So as to protect the public safety and m 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 Auport Joint Revenue Refunding Bonds, Series 1995, in the aggregate pnncipal amount to be determined as hereinafter provided, pursuant to the provisions of Article 46d, Article 1269-5 1, Article 717k and Article 717q V.A.T C.S., as amended, for the purpose of obtaining funds required to refund $146,600,000 of the Senes 1985 Bonds maturing on November 1, 1995 through November 1, 2000, both dates inclusive, and on November 1, 2005 and November 1, 2015 and $28,715,000 of the Senes 1992 Bonds matunng on November 1, 2002 (the "Refunded Bonds"), now outstanding. It is hereby officially found and deternuned that the proceeds of the sale of the Series 1995 Bonds to be received together with the money hereafter authonzed and directed to be transfened from the Interest and Sinking Fund and the Reserve Fund to the Dallas-Fort Worth International Auport Senes 1995 Special Escrow Furid pursuant to Article V hereof, will be sufficient, without investment, to provide funds to pay the principal of the Refunded Bonds, the applicable two and one half percent (2.5%) premium with respect to the Senes 1985 Bonds maturing on and after November 1, 1996 and the interest theieon. The Serves 1995 Bonds are issued as Refunding Bonds pursuant to and as permitted by the 1968 Ordinance, and shall be on a panty with the Outstanding Bonds remaining outstanding. Section 3.2. Initial Date, Denominations, Number, Maturity, Initial Registered Owner, Characteristics of the Initial Bond and Expiration Date of Delegation. A. The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated June 1, 1995, in the denomination and aggregate maximum principal amount of $190,000,000, numbered R-1, payable in annual installments of pnncipal to the initial registered owner thereof (to be determined 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 m this 1995 Ordinance, and as provide in this 1995 Ordinance, but with the final installment of pnncipal (the maximum term) to be not later than November 1, 2015 B. As authorzed by Vemon's Ann. Tex. Crv St. Article 717q, as amended, the city managers of the Cities (the "City Managers") are hereby authorized, appointed, and designated as the officers or employees of the City authorized to act on behalf of the City in the selling and delivering of the Initial Bond and canying out the other procedures specified in this 1995 Ordinance, including the determination of the price at which the Initial Bond will be sold, the amount of each installment of pnncipal thereof, the due date of each.such installment, the aggregate of such installments, the rate of interest to be borne by each such installment, and all other matters relating to the issuance, sale, and delivery of the Initial Bond and the Series 1995 Bonds and the refunding of the Refunded Bonds. The City Managers, acting for and on behalf of the Cities, are authorized to enter into and carry out an Underwriting Agreement in substantially the form attached hereto as Exhibit A as approved by the City Attorneys of the Cities with one or more of the parties indicated in Exhibit A at such price, in the aggregate pnncipal amount, with such installments of principal, with such interest rates, and other matters, as shall be deteimuied by the City Managers and set forth therein; provided that the price to be paid for the Initial Bond shall not be less than 97% of the initial aggregate principal amount thereof with a maxunum Underwnter's discount of mnety-five hundreds of one percent (.95%), and no installment of pnncipal of the Initial Bond shall bear interest at a rate greater than 7.5% per annum. It is further provided, however, that, notwithstanding the foregoing provisions, the Initial Bond shall not be delivered unless (1) the refunding of the Refunded Bonds will result in a reduction of at least $18.0 million in total present value amount of principal and interest which otherwise would be payable from the "Pledged Revenues" with respect to the Refunded Bonds as certified by the Executive Director ,any Deputy Executive Director, or the Acting Director of Finance of the Dallas-Fort Worth International Auport and (2) pnor to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long teen obligations, as required by Vernon's Ann. Tex. Civ St. Article 717q, as amended. TWENTY SIXTH SUPPLEMENTAL ORDINANCE 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 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, all as determined by the City Managers. The City Managers also shall determine and specify in the Underwriting Agreement and in the Initial Bond the mandatory sinlang fund requirements, if any, for the Series 1995 Bonds maturing November 1, 2015 D The Initial Bond (i) may and shall be prepaid or redeemed prior to the respective scheduled due dates of installments of principal thereof as provided for in thus 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 1995 Ordinance and as determined by the Cnty Managers, as provided herein, with such changes and additions as are required to meet the terms of the Underwriting Agreement executed by the Cnty Managers with respect thereto. E E. 1n the event the Undeiwnting Agreement shall not be executed on or before 5.00 p.m. on September 15, 1995, the delegation to the City Managers pursuant to thns 1995 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 m accordance with this 1995 Ordinance, and with interest rates as fixed by the City Managers m this 1995 Ordinance, and as set forth m the Underwriting Agreement, with the first interest payment date to be November 1, 1995 Section 3 4 Paying Agent/Registrar A. The Cities shall keep or cause to be kept initially at the office of NationsBank of Texas, N.A. in Dallas, Texas, or such other bank, trust company, financial institution or other agency named in accordance with the provisions of G. of this Section 3 4 hereof (the "Paying Agent/Registrar") books or records of the registration and transfer of the Series 1995 Bonds (the "Registration Books") and the Cities hereby appoint the Paying Agent/Registrar 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/Registrar may prescribe; and 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 information as may be required by law, to which payments with respect to the Senes 1995 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 Agent/Registrar, 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 Senes 1995 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 Agent/Regrstrar, 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 any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Series 1995 Bond or any portion thereof, a new substitute bond or bonds. shall be issued in exchange therefor in the manner herein provided. B. The entity in whose name any Senes i 995 Bond shall be registered m the Registration Books at any tune shall .be treated as the absolute owner thereof for all purposes of this 1995 Ordinance, whether or not such bond shall be overdue, and the Cities and the Paying Agent/Registrar 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. 6 TWENTY SIXTH SUPPLEMENTAL ORDINANCE C. The Cities hereby further appoint the Paying AgentlRegistrar to act as the paying agent for paying the principal of and interest on the Series 1995 Bonds, and to act as its agent to exchange or replace Series 1995 Bonds, all as provided in this 1995 Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Cities and the Paying Agent/Registrartyith respect to the Senes 1995 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1995 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 Series 1995 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 Agent/Registrar D Each Series 1995 Bond maybe exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this 1995 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 written 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 Agent/Registrar, at the option of the registered owner or such assignee or assignees, as appropriate, be exchanged for fully registered bonds, without interest coupons, m the form prescribed in the Fonn of Substitute Bond set forth in this 1995 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 maturity date), as requested in writing by such registered owner or such assignee or assignees, m an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Serves 1995 Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee or assignees, as the case may be. If a portion of-any Senes 1995 Bond shall be redeemed prior to its scheduled maturity as provided herein, a substitute bond or bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any Senes 1995 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 and/or number to distinguish it from each other bond. The Paying Agent/Registrar shall exchange or replace Senes 1995 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1995 Bond or portion thereof as permitted or required by any provision of this i 995 Ordinance shall constitute one of the Senes 1995 Bonds for all purposes of this 1995 Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Serves 1995 Bond delivered in exchange for or replacement of another Senes 1995 Bond prior to the first scheduled interest payment date on the Senes 1995 Bonds (as stated on the face thereof) shall be dated June 1, 1995, 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 tune of delivery of any substitute bond the interest on the bond for wluch 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 1995 Bond or Bonds issued under this 1995 Ordinance there shall be panted thereon a Paying Agent/Registrar's Authentication Certificate, m the form hereinafter set forth. An authorized 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 1995 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 1995 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute bonds in the manner prescribed herein. Pursuant to Article 717k-6, V.A.T C.S., and particularly Section 6 thereof, the duty of exchange or replacement of any Series 1995 Bonds as aforesaid is hereby imposed 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 Senes 1995 Bonds which originally were delivered pursuant to this 1995 Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. E. All Series 1995 Bonds issued in exchange or replacement of any other Serves 1995 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Senes 1995 Bonds to be payable only to the registered owners thereof, (ii) may be transferred and assigned, (iii) may be exchanged for other TWENTY SIXTH SUPPLEMENTAL ORDINANCE Series 1995 Bonds, (iv) shall have the characteristics; (v) shall be signed and sealed, and (vi) the principal of and interest on the Series 1995 Bonds shall be payabfle, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this 1995 Ordinance. If any of the officers who shall have signed or sealed any of the Series 1995 Bonds or whose facsunile signature shall be upon the Series 1995 Bonds shall cease to be such officer of the Citiesbefore the Serves 1995 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 1995 Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as the person or persons who signed or sealed such Serves 1995 Bonds or whose facsimile signature shall be upon the Serves 1995 Bonds had not ceased to be such officer of the Cities; and any such Series 1995 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 1995 Bonds, shall be the proper officers of the Cities, although at the date of such Series 1995 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 Serves 1995 Bonds, but the registered owner of any Series 1995 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 Serves 1995 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 Serves 1995 Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrarfnr services with respect to the transfer, exchange or registration of Serves 1995 Bonds solely to the extent above provided. G The Cities covenant with the registered owners of the Serves 1995 Bonds that at all times while the Series 1995 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 Pa}nng Agent/Registrar for the Serves 1995 Bonds under this 1995 Ordinance, and that the Paying Agent/Registrar will be one entity The Cities reserve the right to, at then option, change the Paying Agent/Reg~strar upon not less than 60 days written notice to-the Paying Agent/Registcar In the event that the entity at any time 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 United States of America or of any state, authorized under such laws to exercise trust powers, subject to supernsion or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying AgentlRegistrar to act as Paying Agent/Registrarurvder this 1995 Ordinance. Upon any change m the Paying Agent/Registrar, the previous Paying AgentlRegistrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Serves 1995 Bonds, to the new Paying Agent/Registrar 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/Registrar to each registered owner of the Series 1995 Bonds, by Umted States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this 1995 Ordinance, and a certified copy of this 1995 Ordinance shall be delivered to each Paying Agent/Registrar H. The Serves 1995 Bonds issued in exchange for the Serves 1995 Bonds initially issued to the purchaser specified herein shall be issued in the forrn of a separate single fully registered Serves 1995 Bond for each of the maturities thereof. The Board is hereby authorized to enter into a representation letter with respect to establishing abook-entry only system for the Serves 1995 Bonds. After initial issuance, the ownership of each such Series 1995 Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company of New York ("DTC"), and except as provided m subsection (I-I) hereof, all of the outstanding Series 1995 Bonds shall be registered in the name of Cede & Co., as nominee of DTC With respect to the Serves 1995 Bonds registered in the name of Cede & Co., as nominee of DTC, the Cities, the Board and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or to any person on behalf of whom such a DTC Participant holds an mterest in the Bonds. Without limiting the immediately preceding sentence, the Cities, the Board and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other .person, other than a Bondholder, as shown on the Registration Books, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a registered owner, as shown m the Registration Books of any amount vv~th respect to principal of, 8 Y. TWENTY SIXTH SUPPLEMENTAL ORDINANCE premium, ff any, or interest on, as the case may be, the Series 1995 Bonds. Notwithstanding any other provision of this 1995 Ordinance to the contrary, the Cities, the Board and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Series 1995 Bond for the purpose of payment of principal, premium, ff any, and interest, as the case may be, with respect to such Series 1995 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 1995 Bond, for the purpose of registering transfers with respect to such Series 1995 Bond, and for all other purposes whatsoever The Paying Agent/Registrar shall pay all principal of, premmum, if any, and interest on the Series 1995 Bonds only to or upon the order of the respective registered owners, as shown in the Registration Books as provided m this 1995 Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Cities' obligations with respect to payment of principal of, premium, if any, and interest on, or as the case may be, the Senes 1995 Bonds to the extent of the sum or sums so paid. No person other than a registered owner, as shown in the Registration Books, shall receive a Bond certificate evidencing the obligation of the Cities to make payments of principal, premium, if any, and mterest, as the case may be, pursuant to this 1995 Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nomince m place of Cede & Co., and subject to the provisions m this 1995 Ordinance with respect to mterest checks being mailed to the registered owners at the close of business on the Record Date, the tern "Cede & Co." ui this 1995 Ordinance shall refer to such new nominee of DTC I. In the event that the Cities, the Board or the Paying Agent/ Registrar determine that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Board to DTC and that it is in the best mterest of the beneficial owners of the Bonds that they be able to obtain certificated Senes 1995 Bonds, the Board or the Paying Agent/Registrar shall (i) appoint a successor securities depository, qualified to act as such under Section 17 (a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Senes 1995 Bonds to such successor securities depository or (ii) notdy DTC and DTC Participants of the availability through DTC of Senes 1995 Bonds and transfer one or more separate Senes 1995 Bonds to DTC Participants having Senes 1995 Bonds credited to their DTC accounts. In such event, the Senes 1995 Bonds shall no longer be restrcted to being registered m the Registration Books m the name of Cede & Co., as nomince of DTC, but may be registered in the name of the successor securties depository, or its nominee, or in whatever name or names registered owners transfemng or exchanging Serves 1995 Bonds shall designate, in accordance with the provisions of this 1995 Ordinance. J Notwithstanding any other provision of this 1995 Ordinance to the contrary, so long as any Senes 1995 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, premium, ff any, and interest on, or as the case may be, such Series 1995 Bond and all notices with respect to such Series 1995 Bond shall be made and given, respectively, m the manner provided m the representation letter of the Board to DTC. Section 3.5 Prior Redemption. A. The Series 1995 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, on November 1, 2005, or on any date thereafter, at a redemption price equal to the pnnc~pal amount thereof, together with accrued mterest to the redemption date. ff the Cities shall elect to optionally redeem less than all of the outstanding Senes 1995 Bonds of a maturity, the selection of Series 1995 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 Agent/Reg~strar B. The Series 1995 Bonds maturing November 1, 2015 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years pursuant to mandatory sinking fund requirements as contemplated by Section 6.3C of this Ordinance to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued mterest to date of redemption, without premmm. 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 1995 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/Registrar With respect to any - TWENTY SIXTH SUPPLEMENTAL ORDINANCE 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 1995 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 1995 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 m the Registration Books all such redemptions of principal of the Senes 1995 Bonds or any portion thereof. If a portion of any Series 1995 Bond shall be redeemed a substitute Senes 1995 Bond or Series 1995 Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in atry 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 1995 Ordinance. D The redemption notice required by Section 3.SC shall include the complete official name of the Senes 1995 Bonds including the series designation, 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 mqumes can be addressed. E. The Paying Agent/Registrar shall cause to be forwarded by United States Mail to Moody's Investors Service, Inc., Standard & Poor's Corporation, The Bond Bq~ and any registered bond depository holding any of the Bonds, at their respective last known addresses, a copy of the text of the notice referred to m Section 3. SD The copy of the notice sent to each registered bond depository shall be sent by tested telex, facsimile, express mail or other express delivery service so that such registered bond depository will receive the copy of such notices at least two days prior to the date such notice is received by other registered owners. The failure of the Paying Agent/Registrar to mail or cause to be mailed or transcmt or cause to be transmitted a copy of any such notice to any or all said fines shall not invalidate any such redemption. F The Paying Agent/Registrar shall send to each registered owner indicated on its. records as having failed to present such redeemed Series 1995 Bonds 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. G. 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 i 995 Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Registrar with respect to transfers and exchanges as provided m Section 3 4D hereof. Section 3 6. Forms. A. The form 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 1995 Ordinance, and the Underwriting Agreement. [The remainder of this page is intentionally left blank.] 10 = TWENTY SIXTH 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 REFUNDING BOND SERIES 1995 Dated: June 1, 1995 MATURITY DATE as shown below Registered Owner• Principal Amount: INTEREST RATE as shown below 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~ointly 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 maturity, with said interest being payable on November 1, 1995, and semiannually on each May 1 and November 1 thereafter MATURITY DATE PRINCIPAL AMOUNT INTEREST RATE 11 TWENTY SIXTH SUPPLEMENTAL ORDINANCE The uistallments of pnrcipal of and interest on this bond are payable in lawful money of the United States of America, without exchange or collection. charges. The installments 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 trust office of NationsBank of Texas, N.A., in Dallas, Texas, which is the imtial "Paying Agent/Registrar" 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/Registrar 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 Umted 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 writing 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 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, first class, postage prepaid, to the address of each holder of a bond of such maturity or maturities appearing on the books of the Paying AgentlRegistrar 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. ff the date for the payment of an installment of 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 mstrtuhons are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. The bonds of this serves 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 November 1, 2005 or on any date thereafter at a redemption price equal to the principal amount thereof, together with accrued interest to the redemption date. If the Cities shall elect to optionally redeem less than all of the outstanding Series 1995 Bonds of a maturity, the selection of Series 1995 Bonds for optional redemption within a maturity shall be done by the Paying AgentlRegistrar by lot or another random method of selection as determined by the Paying AgentlRegistrar * [The bonds maturing November 1, 2015 shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years through 2015 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, without premium. Such required sinking fund installments are as follows: [Table to Come.] * To be included only if Underwriting Agreement establishes a Sinking Fund. 12 TWENTY SIXTH 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 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 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 ofbonds 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 AgenURegistrar 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 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 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 m the Registration Books all such redemptions of principal of this bond or any portion hereof. If 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 m 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 senes 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 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 senes ofbonds of like Tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $ ,issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Twenty Sixth Supplemental Regional Airport Concurrent Bond Ordinance (the "Twenty Sixth 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 Bard Airport less the amount required to pay the Senior Lien Bonds which matured and were paid on October 1, i 990 Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series ofbonds for the defimtron 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 senes ofbonds 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 sand bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided m 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 claim, 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 7/11 the of the total amount thereof, and m the case of Fort Worth 4/1..1 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 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 time to time 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 tunes the amounts required to be deposited to the credit of the Interest and Sinlung Fund (established by the 1968 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 requu-ed therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for sand purposes and for the additional purpose of properly and adequately maintaining and operating said 13 TWENTY SIXTH SUPPLEMENTAL ORDINANCE 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 bylaw 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 joint, and no action, clean, suitor demand shall be made against one City for the default of the other, each City's respective obligation being iunited 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 senes are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000 As provided in the Twenty Sixth Supplemental Ordinance, this bond, or any unpaid or unredeemed portion hereof, may, at the request of the initial registered owner be assigned, transferred and exchanged for alike aggregate pnncipal amount of fully registered bonds, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case maybe, 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 initial registered owner upon surrender of this bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Ordinance. Among other requuements 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 m 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 portrons hereof from trine 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 govenunental 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 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. If this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall have a single stated pnncipal maturity date corresponding to the due date of the installment of pnncipal 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 pnor to maturity on the same dates and for the same prices as the corresponding installment of pnncipal 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 principal maturity 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 m the Twenty Sixth.Supplemental Regional Airport Concurrent Bond Ordinance. In the event any 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 substitute therefor, whose qualifications substantially are similar to the previous Paying Agent/Registrar it is replacing, and promptly will cause wntten 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 of the i 968 Ordinance, as supplemented, agrees to be bound by such terms and provisions, acknowledges that said Ordinance is duly recorded and available for inspection m the official 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. 14 TWENTY SIXTH 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 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.] 15 TWENTY SIXTH 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 City Secretary, and approved as to form and legality by the manual signature of its 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 16 TWENTY SIXTH SUPPLEMENTAL ORDINANCE FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Secunty or Taxpayer Identification Number of Transferee (Please print 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 frill power of substitution m 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 17 TWENTY SIXTH 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 regwred by law, and that he finds that it has been issued in confomuty with the Constitution and laws of the State of Texas, and that it is a valid and binding special obhgahon of the Citres of Dallas and Fort Worth, Texas, payable in the manner provided by and in the ordinance authorizing 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.] 18 TWENTY SIXTH SUPPLEMENTAL ORDINANCE B. The form of all Series 1995 Bonds, including the form of the Paying Agent/Registrar's Certificate and the Form of Assignment, shall be, respectively, substantially as follows, with such necessary and appropriate variations, orrussions and insertions as permitted or required by this 1995 Ordinance, to-wit: FORM OF SUBSTITUTE BOND UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIItPORT JOINT REVENUE REFUNDING BOND SERIES 1995 Dated. June 1, 1995 MATURITY DATE INTEREST 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") 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 I, 1995, and semiannually on each May 1 and November 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certrficate appearing on the face of this bond is dated later than November 1, 1995, such interest is payable semiannually on each May 1 and November 1 following such date. The teams 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 charges. 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 pnor to maturity, at the trust office of NationsBank of Texas, N.A., m Dallas, Texas, which is the uuhal "Paying Agent/Registrar" 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 atthe 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/Registrar 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 rt appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in heu 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 home solely by the holder In the event of anon-payment of interest on one or more maturities on a scheduled payment date, and for30 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 I S days after the Special Record Date) shall be sent at least five 19 TWENTY SIXTH SUPPLEMENTAL ORDINANCE business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each holder of a bond of such maturity or maturities appearing on the books of the Paying Agent/Registrar atthe 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 the pnncipal 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 if made on the original date .payment was due. The bonds of this series 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 November 1, 2005 or on'any date thereafter at a redemption price equal to the pnncipal amount thereof, together with accrued interest to the redemption date. If the Cities shall elect to optionally redeem less than all of the outstanding Series 1995 Bonds of a maturity, the selection of Series 1995 Bonds for optional redemption within a maturity shall be done by the Paying AgentlRegistrar by lot or another random method of selection as determined by the Paying Agent/Registrar [The bonds maturing November 1, 2015 shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years through 2015 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, without premium. Such required sinking fund installments are as follows. [Table to Come~'~] *To be included only if Underwriting Agreement established a Sinking Fund. 20 TWENTY SIXTH SUPPLEMENTAL ORDINANCE At least thuty (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 wntten 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 nonce 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 serves, 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 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 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 principal 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 prncipal 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 serves are issued under and pursuant to the laws of the State of Texas and an ordinance passed concun-ently 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 authonzed serves of bonds of like tenor and effect, except as to number, pnncipal amount, interest rate, maturity and right of prior redemption, aggregating $ ,issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Twenty Sixth Supplemental Regional Auport Concurrent Bond Ordinance (the "Twenty Sixth 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 denved 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 Auport 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 mterest on and principal of the Bonds and the serves of bonds of which this bond is one, the nature and extent of the secunty thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders m the event of default thereunder, and the nghts 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 claim, demand, suit or~udgment 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 4/1 lths 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 Su~kirig Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from tune to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to matunty as required therein. It is further 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 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 procceds thereof to the purpose of operating and maintauung said Airport in heu of using revenues for said purpose, subject 21 TWENTY SIXTH SUPPLEMENTAL ORDINANCE at all times to the lirmts 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 joint, and -no action, claun, suit or demand shall be made against one City for the default of the other, each City's respective obligation being linuted 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 senes are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000 As provided in the Twenty Sixth 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, transferred and exchanged for a like aggregate principal amount of fully registered bonds, without interest. coupons, payable to the appropriate 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 appropriate registered owner, assignee or assignees, as the case may be, upon surrender of this bond to the Paying Agent/Regnstrar 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 surrendered to the Paying Agent/Regnstrar, 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 ns 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 instninents 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 tame to Ume 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/Registiarwill bepaid 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 Paying Agent/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. In the event any Paying Agent/Registrarfnr 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 substitute therefor, whose qualifications substantially are similar 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 terms 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 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 leR blank.] 22 TWENTY SIXTH SUPPLEMENTAL ORDINANCE IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsunile signatures of its City Manager and City Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsunile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attomey 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 23 TWENTY SIXTH SUPPLEMENTAL ORDINANCE FORM OF PAYING AGENT/ItEGISTRAR'S AUTHENTKATION CERTIFICATE PAYING AGENT/REGISTRAR'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 ongmally 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 Authonzed Signature [The remainder of this page is intentionally left blank.] 24 TWENTY SIXTH 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 pant or type name and address, including zip code of Transferee) the within Bond and all nghts 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 25 TWENTY SIXTH SUPPLEMENTAL ORDINANCE ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1995 BONDS AND RELATED DOCUMENTS Section 4.1 Method of Execution. Each of the Senes 1995 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 impressed, printed, lithographed or otherwise reproduced or placed on each bond. Each of the Series 1995 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 facsinile signature of its City Secretary; the same shall be approved as to form and legality by the manual or facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed; panted, lithographed or otherwise reproduced or placed upon each bond. All manual or facsimile signatures placed upon the Senes 1995 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 authorized to have control and custody of the Series 1995 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 certif cations and to execute such instninents as maybe necessary to accomplish the delivery of said 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 1995 Bonds uutially issued the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Senes 1995 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 Du-ector of the Auport shall be further authorzed to make such agreements and arrangements with the purchasers of said bonds and with the Paying Agent/Registrar 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. Robert L. Cambron is hereby appointed to be the designated Hearing Officer for a public heanng relating to the Serves 1995 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 of Credit Agreements. Supplement No. 4 to the Master Interest Exchange Agreement relating to the Senes 1992 Bonds in substantially the foam approved by resolution of the Board and forwarded to the Cities for authorization and approval with such changes thereto as shall be approved by the general counsel to the Board is hereby authorzed and approved by the Cities and the Board shall submit such credit agreement to the Attorney General of the State of Texas for approval in accordance with Article 717q V.A.T C.S., as amended. Any amounts due and owing by the Board under the Master Interest Exchange Agreement and any related Rate Swap Transaction 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 priority 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 authonzed to be executed and delivered in such form, 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 thereon, attested by the City Secretary, and approved as to form and legality by the City Attorney The investment eanungs earned under the Escrow Agreement shall be used to purchase and cancel Bonds matunng November 1, 2001 and, to the extent not so applied by March 31, 1996, the remaining amount shall be used to pay interest on the Senes 1995 Bonds on May 1, 1996 D. Call of Refunded Bonds. The Senes 1985 Bonds are hereby called for optional redemption on November 1, 1995 and Series 1992 Bonds are called for optional redemption on the Purchase Date established by the Authorized Representative 26 TWENTY SIXTH SUPPLEMENTAL ORDINANCE within ninety days from the date of delivery of the Senes 1995 Bonds. The Executive Director is hereby authorized and directed to cause the respective Paying Agent/Regrstrar to mail notices of such redemption as required by the 1985 Ordinance and the 1992 Ordinance. ARTICLE V DISPOSITION OF BOND PROCEEDS Section S 1 Disposition ojBond Proceeds. The proceeds from the sale of the Series 1995 Bonds, together with available funds herein provided, shall be applied on the date of delivery of the Series 1995 Bonds as follows: To NationsBank of Texas, N.A., as paying agent for the Refunded Bonds and as Escrow Agent under the Dallas-Fort Worth International Airport Series 1995 Special Escrow Fund created and established with said bank in accordance with the temvs of the Dallas-Fort Worth International Auport Series 1995 Escrow Agreement dated as of June 1, 1995 (i) from the Interest and Sinking Fund the amount on deposit in such fund as of the date of delivery representing interest accruing from the last interest payment date and the monthly deposits of principal and sinking fund payments with respect to the Refunded Bonds less an amount equal to the interest to accrue on the Series 1995 Bonds through November 1, 1995 which shall be retained in the Interest and Sinking Fund; (ii}from the Reserve Fund the amount determined in accordance to Section 5.2 hereof to be available for such purpose; and (iii) a portion of the amount received as a result of the initial delivery of the Series 1995 Bonds, which amount, together with the amount described rn (i) and (ii) above, will be sufficient, without investment, to provide for the payment of the principal of, premium, rf any, and interest due on the Refunded Bonds on the Redemption Date, which rs herby detennrned to be November 1, .1995, and the Paying Agent charges on the Refunded Bonds; (iv) to the Interest and Sinking Fund the amount received representing the accrued interest, rf any, received from the purchasers of the Series 1995 Bonds to be applied to the next interest payment on the Series 1995 Bonds; and (v) any remaining funds shall be applied to pay costs of issuance including the bond insurance premium. Section S 2. Reserve Fund. In accordance with the requirements of the 1976 Ordinance it is hereby found and detemuned that the average total annual deposits required for the payment of the principal of and interest on the Series 1995 Bonds and the Outstanding Bonds will be less than the amount currently on deposit therein of $61,700,000 and that such excess upon the detennrnation thereof as certified to by the Deputy Executive Director of Administrative Services or the Acting Director of Finance in connection with the delivery of the Senes 1995 Bonds rounded downward to the nearest integral multiple of $100,000 shall be transferred as of the time of closing to the Dallas-Fort Worth International Airport Senes 1995 Special Escrow Fund to be applied to the retirement of the Refunded Bonds. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINKING FUND Section 6.1 Adoption. The Senes 1995 Bonds authorized hereby are panty "Refunding Bonds" as the term is defined herein and as permitted to be issued m the 1968 Ordinance, and m addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this 1995 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 1995 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 Senes 1995 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 tune to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1995 Bonds and any other Bonds hereafter issued m accordance with the terms of the 1968 Ordinance. Section 6.3 Interest and Sinking Fund. In addition to all other amounts required by the 1978 Ordinance, the 1985 Ordinance, the 1987 Ordinance, the 1991 Ordinance, the 1991 A Ordinance, the 1992 Ordinance, the 1992A Ordinance, 27 TWENTY SIXTH SUPPLEMENTAL ORDINANCE the 1992B Ordinance, the 1992C Ordinance, the 1993 Ordinance, the 1993A Ordinance and the 1994A Ordinance, so long as any of the Senes 1995 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 the accrued interest, if any, received from the purchasers of the Senes 1995 Bonds) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sinking Fund: A. beginning on the fast day of November, 1995 in equal monthly installments an amount necessary to provide 1 /6th of the amount of interest to become due on the Senes 1995 Bonds on May 1, 1996 by April 1, 1996 (the amount coming due as interest on the Senes 1995 Bonds on November 1, 1995 having been retained in the Interest and Sinking Fund for such purpose pursuant to Section 5 i of this 1995 Ordinance) and thereafter in equal montlily installments an amount necessary to provide 1 /6th of the amount of interest to become due on the Senes 1995 Bonds on each succeeding interest payment date thereafter; B. beginning on the first day of October, 1995 in twelve equal monthly installments an amount necessary to provide the amount of pnncipal of the Series 1995 Bonds.maturing on November 1, 1996 by September 1, 1996 and thereafter beginning on October 1, 1996 for the Series 1995 Bonds maturing on a sepal basis an amount necessary to provide in twelve equal installments the amount of pnncipal of the Senes 1995 Bonds maturing on November 1 following each of the twelve month penods ending September 30, 1997 through September 30 of the last year for which Serves 1995 Bonds mature on a sepal basis; and C beginning on October 1 m the year of the last sepal maturity with respect to the Series 1995 Bonds and on the first day of each month thereafter through September 1, 2015 for each twelve-month period ending September 30, one- twelfth of the amounts indicated in the Underwriting Agreement that represent sinking fund payments including the amount due on November 1, 2015 The sinking fund payments required by this sub-paragraph C may be used to purchase Series 1995 Bonds as penmtted in Section 7 4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem Senes 1995 Bonds prior to stated maturity or to pay at final maturity on November 1 m 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 requu-ed by this sub-paragraph C will produce a surplus in the Interest .and Sinking Fund at maturity of the Senes 1995 Bonds, the annual sinking fund payments required by thus sub-paragraph C on account of the Senes 1995 Bonds maybe reduced rn approximately equal amounts. Section 6.4 Transfers to Paying Agent/Registrar The Dnrector of Finance shall make transfers of funds on deposit in the Interest and Srnkrng Fund for payment of the principal of and interest on the Senes 1995 Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates m nmmedrately available funds. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 71 Use ojBond Proceeds. A. The Cities covenant to and with the purchasers of the Series 1995 Bonds that they will make no use of the proceeds of such Bonds at any tame throughout the terns 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 purchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section 148 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 otherv~nse be used di-ectly 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 rulings 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 pand to the Umted States. 28 TWENTY SIXTH SUPPLEMENTAL ORDINANCE B. The Cities covenant to and with the purchasers of the Series 1995 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 1995 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 1995 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 Senes 1995 Bonds, or by a "related person" as defined in the applicable provisions of the Code. C. The Cities covenant to and with the purchasers of the Series 1995 Bonds that the facilities financed or to be financed with the proceeds of the Refunded Bonds have or will have a remauurig average reasonably expected economic life of at least 84 percent of the average maturity of the Series 1995 Bonds determined under Section 147(b) of the Code. Section 7.2. Covenant Not to Impair The Cities covenant that the Dallas-Fort Worth Regional Airport Use Agreement, entered into between the Board and venous 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 Series 1995 Bonds. Section 7.3 Observance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terns and provisions of this 1995 Ordinance. Section 7 4 Damaged, Mutilated, Lost, Stolen or Destroyed Bonds. A. In the event any outstanding Senes 1995 Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be panted, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Series 1995 Bond, in replacement for such Series 1995 Bond m the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 19.95 Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft or destruction of a Series 1995 Bond, the applicant for a replacement bond shall funnsh to the Cities and to the Paying Agent/Registrar such security or indemnity as may be 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 Senes 1995 Bond, the applicant shall furnish to the Cities and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Senes 1995 Bond, as the case may be. In every case of damage or mutilation of a Senes 1995 Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1995 Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1995 Bond shall have matured, and no default has occurred which is then continuing m the payment of the principal of, redemption premium, if any, or interest on the Senes 1995 Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Serves 1995 Bond) instead of issuing a replacement Serves l 995 Bond, provided security or indemnity is furnished as above provided in this Section. D Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the owner of such Series 1995 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 Senes 1995 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Serves 1995 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1995 Ordinance equally and proportionately with any and all other Series 1995 Bonds duly issued under this 1995 Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T C S., as amended, .this Section of this 1995 Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further 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 imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such bonds m the form and manner and with the effect, as provided m Section 3 4D of this 1995 Ordinance for Series 1995 Bonds issued in exchange for other Senes 1995 Bonds. 29 TWENTY SIXTH SUPPLEMENTAL ORDINANCE Section 7. S Bond Insurance. The Series 1995 Bonds have been offered with a commitment for bond insurance provided by Financial Guaranty Insurance Company, a New York stock insurance company ("Financial-Guaranty"), with the bond ;n~„-ance to l~ evidenced by the then current legal form of the Municipal Bond New Issue insurance Policy (the "Policy"). The Cities have sold the Series 1995 Bonds based on such Commitment but are not requu-ed to obtain bond insurance from another source if Financial Guaranty does not honor or is unable to honor its Commitment on the delivery date. In the event the Policy is not issued at the time of delivery, this section shall be of no force and effect. In accordance with the tennis and conditions applicable to the Commitment and the Policy provided by Financial Guaranty, 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 of redemption of the Serves 1995 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 price of the Series 1995 Bonds to be redeemed shall have been deposited with the Paying Agent/Reg~strar to accomplish such redemption. In addition, Financial Guaranty shall be provided with notice of the redemption of any of the Serves 1995 Bonds (other than mandatory sinking fund redemption). B. Event of Default. Upon the occurrence of an Event of Default which would require Financial Guaranty to make payments under the Policy, Financial Guaranty and its designated agent shall .be provided with access to the Registration Books relating to the Series 1995 Bonds. In addition, Financial Guaranty shall be deemed the sole Holder of the Serves 1995 Bonds with respect to any action taken pursuant to Section 10.2 of the 1968 Ordinance. In determining whether a payment default relating to the Serves 1995 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 Financial Guaranty C. Amendments and Modifications to Ordinance. Notwithstanding the provisions of Section 11 1 of the 1968 Ordinance, any amendment or modification to the 1995 Ordinance shall be subject to the pnor written consent of Financial Guaranty which shall not be unreasonably withheld. For the purposes of Section 11 1 of the 1968 Ordinance Financial Guaranty shall be treated as the Holder of the Serves 1995 Bonds with respect to consent to any amendments thereunder In addition, Financial Guaranty shall be provided by the Board with all proceedings relating to any amendment or modification to the 1995 Ordinance. D Notices. Unless otherwise directed, all notices to Financial Guaranty hereunder shall be addressed Financial .Guaranty Insurance Company 115 Broadway New York, New York 10006 Attention. General Counsel E. Paying Agent/Registrar 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 Financial Guaranty shall be fiunished with written notice of the resignation or removal of the Paying AgenllRegistrar and the appointment of any successor thereto. F Information and Data. The following information and data shall be provided to Financial Guaranty 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 m connection with the issuance of any Bonds. 3 Notice of any draw upon the Debt Service Reserve Fund. 30 TWENTY SIXTH SUPPLEMENTAL ORDINANCE 4 Simultaneously with the delivery of the annual audited financial statements such other statistical data concerning passenger statistics, landing weights and aircraft operations as are compiled and made generally available by the Airport. ARTICLE VIII AMENDMENTS TO ORDINANCE Section 8.01 Amendments. This 1995 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 1968 Ordinance. ARTICLE IX DISCLOSURE UNDERTAKING Section 91 Undertaking to Provide Ongoing Disclosure (a) This Article IX constitutes the written undertaking for the benefit of the beneficial owners of the Serves 1995 Bonds required by Section (b)(5)(i) of Securities and Exchange Commission Rule I Sc2-12 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 1995 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 information .as provided m this Article: (1) Annual Financial Information; (2) Audited Financial Statements, if any; and (3) Material 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 any Serves 1995 Bonds are Outstanding, provide the Annual Financial Information on or before March 31 of each year (the "Report Date"), beginning in 1997, to each then existing NRMSIIt and SID; if any The Cities may .adjust the Report Date if the Cities change their fiscal year by providing written notice of the change of fiscal year and the new Report Date to each then existing NRMSIR 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 fiu-ther 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 suH'icient if the Cities provides to each then existing NRMSIlZ and the SID, if any, the Annual Financial Information by specific reference to documents previously provided to each NRMS1It and the SID, if any, or filed with the Securities and Exchange Commission and, if such a document is a final official statement within the meaning of the Rule, available from the Municipal Securities Rulemaking Board. (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 Serves 1995 Bonds are Outstanding to each then existing NRMSIR and the SID, if any (3) If a Material Event occurs while any Serves 1995 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 1995 Bonds. (4) The Cities shall provide m a tunely manner to the Municipal Securities Rulemakmg Board and to the SID, if any, notice of any failure by the Cities while any Series 1995 Bonds are Outstanding to provide to each then existing NRMSIR and the SID, if any, Annual Financial Information on or before the Report Date. 31 TWENTY SIXTH SUPPLEMENTAL ORDINANCE (e) The following are the defimtions of the capitalized terms used m this Article and not otherwise defined in this 1995 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 accrued 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, 1994) or operating data wrath respect to the Cities ,provided at least annually, of the type included in those sections of the final official statement with respect to the Bonds identified in Exhibit C attached hereto and hereby incorporated by reference; which Annual Financial Information may, but is not required to, include Audited Financial Statements. (2) "Audited Financial Statements" means the annual Financial Statements which financial statements shall have been audited by such auditor as shall be then required or permitted by the laws of the State of Texas. (3) "Material Event" means any of the following events, if material, 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 security; (vii) Modifications to rights of security holders; (viii) Bond calls; (ix) Defeasance; (x) Release, substitution, or sale of property securing repayment of the securities; and (xi) Rating changes. (4) "Material Event Notice" means written or electronic notice of a Material Event. (5) "NRMSIR" means the nationally recognized municipal securities information repository, as recognized from time to time by the Securities and Exchange Commission for the purposes referred to in the Rule. (6) "Outstanding" means with respect to the Series 1995 Bonds that period of tune prior to the earlier of (i) repayment or (ii) receipt of an opinion of a nationally recognized bond counsel that with respect to such Series 1995 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 Issuer to provide Annual Financial Information, Audited Financial Statements, if any, and Material Event Notices shall terminate immediately once the Bonds. no longer are Outstanding This 32 TWENTY SIXTH SUPPLEMENTAL ORDINANCE Article shall be null and void in the event that the Unden~riting Agreement is entered into by the City Managers prior to July 3, 1995 Further, this Article, or any provision hereof, shall be null and void in the event that the Cities deliver to each then existing NRMSIR and the SID, if any, 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 Serves 1995 Bonds. Notwithstanding any other provision of this 1995 Ordinance or the 1968 Ordinance, this Article maybe amended without the consent of the Series 1995 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 the compliance of this Article and by the Caries 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 i 968 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 Senes 1995 Bonds shall be issued, this 1995 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1995 Bonds. from lime to tune outstanding, and this 1995 Ordinance shall be and remain irrepealable until the Serves 1995 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 1995 Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceabihty of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this 1995 Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason beheld 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 the Contract and Agreement, or of any other provisions of this 1995 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 10.4. Courite~ parts. This 1995 Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be m full force and effect. [The remainder of this page is intentionally left blank.] 33 TWENTY SIXTH SUPPLEMENTAL ORDINANCE APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS , 1995. APPROVED AS TO FORM: City Attorney, City of Dallas, Texas PASSED , 1995 Mayor, City of Fort Worth, Texas (SEAL) ATTEST: City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas 34 TWENTY SIXTH 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, June 14, 1995, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, .Series 1995 which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, .place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this day of , 1995 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. June 13; 1995, as same appears of record in the Office of the City Secretary 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this day of , 1995 City Secretary, City of Fort Worth, Texas (SEAL) 35 Exhibit C Annual Financial Information and Operating Data Listing 1 Total Enplaned Domestic and International Passengers for the last four complete fiscal years and for the most recently available mter~m penod of the current fiscal years at the time of provision to each NRMSIR and SID, if any 2 Status Report of Signator;~/Permittee Airlines as of the most recent date available at the time of provision to each NRMSIR and SID, if any 3 Enplaned Passengers by Airline for the last four complete fiscal years and for the most recently available interim penod of the current fiscal year at the time of provision to each NRMSIR and SID, if any 4 Landing We~.ghts by Airline for the last four fiscal years and for the most recently available interim penod of the current fiscal year at the time of provision to each NRMSIR and SID, if any 5 Gross Revenue and Operation and Maintenance Expenses for the last five complete fiscal years. 6 Landing Fee Summary for the last ten complete fiscal years. 7 Statement of Certain Fund Balances as of the latest date for which such information is available at the time of provisions to each NRMSIR and SID, if any, but in no event for a period ending prior to the end of the last completed f scal year 8 Financial Statements for the last complete fiscal year of the type contained m Appendix A to the Official Statement, or m lieu thereof, the Audited Financial Statements, if available at the time of provision to each NRMSIR and SID, if any