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HomeMy WebLinkAboutOrdinance 11596f ~ x" ~~~~~ DRAFT OF 5-26-94 TWENTY FIFTH SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS SERIES 1994A Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS Dated as of June 1, 1994 ,~do~ted Dedir~an:c~ N~, h ~~ TWENTY FIFTH SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS SERIES 1994A Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS Dated as of June 1, 1994 CITY OF DALLAS ORDINANCE No. ~a~~q CITY OF FORT WORTH ORDINANCE NO .11x46 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 Airport Joint Revenue Refunding Bonds, Series 1994A for the purpose of refunding $110,750,000 of Joint Revenue Bonds, Series 1984 maturing November 1, 1995 through November 1, 1997, both dates inclusive, November 1, 2004 and November 1, 2012 and $99,400,000 of Joint Revenue Refunding Bonds, Series 1984A maturing November 1, 1995 through November 1, 1999, both dates inclusive, November 1, 2004 and November 1, 2012; providing for the form of said bonds; appointing a Paying Agent/Registrar and providing for the transfer and exchange of such bonds, awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas-Fort Worth International 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 Series 1994A 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, providing for the cancellation of the initial Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994 prior to the initial delivery thereof; and directing that due observance of the covenants herein contained be made by the Board; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency 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, Series 1968 (the "Series 1968 Bonds"), and by ordinances concurrently passed subsequently authorized the issuance of and sold the Outstanding Bonds for the purpose of paying the costs of the Dallas-Fort Worth International Airport (formerly known as the "Dallas-Fort Worth Regional Airport") and for the purpose of refunding certain bonds issued pursuant to the 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 parity with the Series 1968 Bonds; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of Refunding Bonds, on a parity with the Outstanding Bonds, to refund any part or all of the Outstanding Bonds; and WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth International Airport Board to issue additional joint revenue bonds pursuant to a concurrent bond ordinance to refund maturities of a series of previously issued Outstanding Bonds; and WHEREAS, the City Councils, respectively, of the Cities of Dallas and Fort Worth (the "Cities") on October 9 and 10, 1990 concurrently passed the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance (the "Seventeenth Supplemental Ordinance") authorizing the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994 in the aggregate amount of $215,405,000 and on such dates also authorized entering into a Forward Purchase Agreement with respect thereto for delivery on September 28, 1994, and TWENTY FIFTH SUPPLEMENTAL ORDINANCE WHEREAS, the Seventeenth Supplemental Ordinance provides for the delivery of the 1994 Bonds in a Unit Pricing Mode and requires that a direct pay letter of credit be obtained prior to such initial delivery; and WHEREAS, in conjunction with the authorization of the Series 1994 Bonds a Master Interest Exchange Agreement and Supplement No. 2 relating to the Series 1994 Bonds were entered into; and WHEREAS, it has been determined that additional debt service savings can be achieved and future uncertainties removed at this time by the issuance of fixed rate bonds and the execution of another supplement relating to the Series 1994 Bonds ("Supplement No. 3"} to the Master Interest Exchange Agreement providing for a mirror image transaction to Supplement No. 2; and WHEREAS, it will be necessary as a part of this transaction to cancel the initial Series 1994 Bond heretofore approved by the Attorney General of Texas and registered by the Office of the Comptroller of Public Accounts of the State of Texas at the time of delivery of the Series 1994A Bonds and prior to the initial delivery of the Series 1994 Bonds on September 28, 1994, and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue the Series 1994A Bonds for such purposes; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this 1994A 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 1994A 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 I1 Short Title. This 1994A Ordinance may be cited by the short title, "Twenty Fifth Supplemental Regional Airport Concurrent Bond Ordinance." Section 1 2. Adoption of Preambles. All of the declarations and findings contained in the preambles of this 1994A Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this 1994A 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. 2 TWENTY FIFTH SUPPLEMENTAL ORDINANCE ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1 Adoption of Definitions. 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 1994A Ordinance as if repeated in full herein. Section 2.2. Additional Definitions. In addition to the definitions set forth in the said 1968 Ordinance, the terms defined in this Section for all purposes of this 1994A Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments 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 1994A Bond authorized by Article III of this 1994A 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. "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 11 and 12, 1968. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8, 1976. "1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30 and 31, 1977 "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 4 and 5, 1978. "1984 ORDINANCE" shall mean and refer to the Twelfth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and 12, 1984 "1984A ORDINANCE" shall mean and refer to the Thirteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 9 and 10, 1984 "1985 ORDINANCE" Shall mean and' refer to the Fourteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on December 3 and 4, 1985 "1987 ORDINANCE" shall mean and refer to the Fifteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 6 and 7, 1987 "1991 ORDINANCE" shall mean and refer to the Nineteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 8 and 9, 1991. "1991A ORDINANCE" shall mean and refer to the Twentieth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 8 and 9, 1991. 3 TWENTY FIFTH SUPPLEMENTAL ORDINANCE "1992 ORDINANCE" shall mean and refer to the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities 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 Cities 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 City Councils of the Cities on February 25 and 26, 1992. "1992C ORDINANCE" shall mean and refer to the Twenty Second Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 11 and 12, 1992. "1993 ORDINANCE" shall mean and refer to the Twenty Third Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 13 and 14, 1993 "1993A ORDINANCE" shall mean and refer to the Twenty Fourth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 12 and 13, 1993. "1994 ORDINANCE" shall mean and refer to the Seventeenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on September 11 and 12, 1990. "1994A ORDINANCE" shall mean and refer to this Twenty Fifth 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, Series 1984, authorized by the 1984 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991 authorized by the 1991 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A authorized by the 1991A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, authorized by the 1992 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance, the Dallas- Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992B, authorized by the 1992B Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 199X, authorized by the 1992C Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1993, authorized by the 1993 Ordinance and the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1993A, authorized by the 1993A Ordinance. "PAYING AGENT/REGISTRAR" shall mean NationsBank of Texas, N.A., with respect to the Series 1994A 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, authorized by the 1978 Ordinance. "SERIES 1984 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. 4 TWENTY FIFTH SUPPLEMENTAL ORDINANCE "SERIES 1984A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A, authorized by the 1984A Ordinance. "SERIES 1985 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1985, authorized by the 1985 Ordinance. "SERIES 1987 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized 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 mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A, authorized by the 1991A Ordinance. "SERIES 1992 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 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, Series 1992B, authorized by the 1992B Ordinance. "SERIES 1992C BONDS" shall mean the Dallas-Fort Worth Regional Airport 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, Series 1993, authorized by the 1993 Ordinance. "SERIES 1993A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1993A, authorized by the 1993A Ordinance. "SERIES 1994 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, authorized by the 1994 Ordinance. "SERIES 1994A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A, authorized by this 1994A Ordinance, including the Initial Bond. "UNDERWRITING AGREEMENT" shall mean the Underwriting Agreement hereafter entered into as contemplated and authorized in Article III of this 1994A Ordinance. ARTICLE III THE BONDS Section 3.1 Azuhoriznzi.on. So as to protect the public safety and in order to promote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A, in the aggregate principal 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 on November 1, 1994 $110,750,000 of the Series 1984 Bonds maturing on November 1, 1995 through November 1, 1997, both dates inclusive, and on November 1, 2004 and November 1, 2012 and $99,400,000 of u TWENTY FIFTH SUPPLEMENTAL ORDINANCE the Series 1984A Bonds maturing on November 1, 1995 through November 1, 1999, both dates inclusive, and on November 1, 2004 and November 1, 2012 (the "Refunded Bonds"), now outstanding. It is hereby officially found and determined that the proceeds of the sale of the Series 1994A Bonds to be received together with the money hereafter authorized and directed to be transferred from the Interest and Sinking Fund and the Reserve Fund to the Dallas-Fort Worth International Airport Series 1994A Special Escrow Fund 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 and the interest thereon to November 1, 1994 The Series 1994A Bonds are issued as Refunding Bonds pursuant to and as permitted by the 1968 Ordinance, and shall be on a parity 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, 1994, in the denomination and aggregate maximum principal amount of $215,405,000, numbered R-1, payable in annual installments of principal 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 in this 1994A Ordinance, and as provide in this 1994A Ordinance, but with the final installment of principal (the maximum term) to be not later than November 1, 2012. B. As authorized by Vernon's Ann. Tex. Civ 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 carrying out the other procedures specified in this 1994A Ordinance, including the determination of the price at which the Initial Bond will be sold, the amount of each installment of principal thereof, the due date of each such installment, 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 1994A 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 principal amount, with such installments of principal, with such interest rates, and other matters, as shall be determined 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 maximum Underwriter's discount of fifty five hundreds of one percent (0.55%), and no installment of principal of the Initial Bond shall bear interest at a rate greater than 7.5% per annum. It is further provided, however, that, notwithstanding the foregoing provisions, the Initial Bond shall not be delivered unless (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 "Pledge Revenues" with respect to the Refunded Bonds as certified by the Deputy Executive Director for Finance and Administration or the Acting Director of Finance of the Dallas-Fort Worth International Airport and (2) prior to delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Vernon's Ann. Tex. Civ St. Article 717q, as amended. C. The City Managers are authorized to fix the actual principal amount of the Initial Bond, not to exceed the above authorized maximum, in an amount sufficient 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 determineand specify in the Underwriting Agreement and in the Initial Bond the mandatory sinking fund requirements, if any, for the Series 1994A Bonds maturing November 1, 2012. 6 TWENTY FIFTH SUPPLEMENTAL ORDINANCE 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 this Resolution, (ii} may be assigned and transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL BOND set forth in this 1994A Ordinance and as determined by the City Managers, as provided herein, with such changes and additions as are required to meet the terms of the Underwriting Agreement executed by the City Managers with respect thereto. E. In the event the Underwriting Agreement shall not be executed on or before 5:00 p.m. on September 15, 1994, the delegation to the City Managers pursuant to this 1994A Ordinance shall cease to be effective unless the City Council of each of the Cities shall act to extend such delegation. Section 3.3. Interest Rates. The unpaid principal balance of the Initial Bond shall bear interest from the date of Initial Delivery of the Initial Bond to the respective scheduled due dates, or to the respective dates of prepayment or redemption, of the installments of principal of the Initial Bond, and said interest shall be payable to the registered owner thereof, all in the manner provided and on the dates fixed by the City Managers in accordance with this 1994A Ordinance, and with interest rates as fixed by the City Managers in this 1994A Ordinance, and as set forth in the Underwriting Agreement, with the first interest payment date to be May 1, 1995 Section 3.4 Paying Agent/Registrar A. The Cities shall keep or cause to he kept initially at the office of NationsBank of Texas, N.A. in Fort Worth, 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 1994A 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 AgentiRegistrar 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 Series 1994A 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 Series 1994A Bond maybe 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/Registrar, 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 1994A 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 Series 1994A Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this 1994A 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. C. The Cities hereby further appoint the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Series 1994A Bonds, and to act as its agent to exchange or replace Series 1994A Bonds, all as provided in this 1994A Ordinance. The Paying Agent/Registrar shall keep proper records TWENTY FIFTH SUPPLEMENTAL ORDINANCE of all payments made by the Cities and the Paying Agent/Registrar with respect to the Series 1994A Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1994A 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 1994A 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 1994A Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this 1994A 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 representa- tives, 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, in the form prescribed in the Form of Substitute Bond set forth in this 1994A 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, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or principal amount of any Series 1994A Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee or assignees, as the case maybe. If a portion of any Series 1994A 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 Series 1994A 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 Series 1994A Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1994A Bond or portion thereof as permitted or required by any provision of this 1994A Ordinance shall constitute one of the Series 1994A Bonds for all purposes of this 1994A Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Series 1994A Bond delivered in exchange for or replacement of another Series 1994A Bond prior to the first scheduled interest payment date on the Series 1994A Bonds (as stated on the face thereof) shall be dated June 1, 1994, but each substitute bond so delivered on or after such first scheduled interest payment date shall be dated as of the interest payment date preceding the date on which such substitute bond is delivered, unless such substitute bond is delivered on an interest payment date, in which case it shall be dated as of such date of delivery; provided, however, that if at the time of delivery of any substitute bond the interest on the bond for which it is being exchanged has not been paid, then such substitute bond shall be dated as of the date to•which such interest has been paid in full. On each substitute bond issued in exchange for or replacement of any Series 1994A Bond or Bonds issued under this 1994A Ordinance there shall be printed thereon a Paying Agent/Registrar's Authentication Certificate, in 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 1994A 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 Series 1994A 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 1994A 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 Series 1994A Bonds 8 TWENTY FIFTH SUPPLEMENTAL ORDINANCE which originally were delivered pursuant to this 1994A Ordinance; approved by the Attorney General, and registered by the Comptroller of Public Accounts. E. All Series 1994A Bonds issued in exchange or replacement of any other Series 1994A Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1994A Bonds to be payable only to the registered owners thereof, (ii) may be transferred and assigned, (iii) may be exchanged for other Series 1994A Bonds, (iv) shall have the characteristics, (v) shall be signed and sealed, and (vi) the principal of and interest on the Series 1994A Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this 1994A Ordinance. If any of the officers who shall have signed or sealed any of the Series 1994A Bonds or whose facsimile signature shall be upon the Series 1994A Bonds shall cease to be such officer of the Cities before the Series 1994A Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar or delivered, such Series 1994A Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as the person or persons who signed or sealed such Series 1994A Bonds or whose facsimile signature shall be upon the Series 1994A Bonds had not ceased to be such officer of the Cities; and any such Series 1994A 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 1994A Bonds, shall be the proper officers of the Cities, although at the date of such Series 1994A 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 Series 1994A Bonds, but the registered owner of any Series 1994A Bond requesting such transfer or exchange shall pay any taxes or other governmental charges required to be paid with respect thereto. In addition, the Cities hereby covenant with the registered owners of the Series 1994A Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment the principal of and interest on the Series 1994A 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 Series 1994A Bonds solely to the extent above provided. G The Cities covenant with the registered owners of the Series 1994A Bonds that at all times while the Series 1994A Bonds are outstanding the Cities will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Series 1994A Bonds under this 1994A Ordinance, and that the Paying Agent/Registrar will be one entity The Cities reserve the right to, at their option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar In the event that the entity at any 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 supervision or examination by federal or state authority, and whose qualifications substantially are similar to the previous Paying Agent/Registrar to act as Paying Agent/Registrarunder this 1994A Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Series 1994A 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 1994A Bonds, by United 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/Registrarchall be deemed to have agreed to the provisions of this 1994A Ordinance, and a certified copy of this 1994A Ordinance shall be delivered to each Paying Agent/Registrar H. The Series 1994A Bonds issued in exchange for the Series 1994A Bonds initially issued to the purchaser specified herein shall be issued in the form of a separate single fully registered Series 1994A Bond 9 TWENTY FIFTH SUPPLEMENTAL ORDINANCE 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 Series 1994A Bonds. After initial issuance, the ownership of each such Series 1994A 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 in subsection (H) hereof, all of the outstanding Series 1994A Bonds shall be registered in the name of Cede. & Co., as nominee of DTC. With respect to the Series 1994A 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 interest 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 in the Registration Books of any amount with respect to principal of, premium, if any, or interest on, as the case may be, the Series 1994A Bonds. Notwithstanding any other provision of this Series 1994A 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 1994A Bond for the purpose of payment of principal, premium, if any, and interest, as the case may be, with respect to such Series 1994A Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 1994A Bond, for the purpose of registering transfers with respect to such Series 1994A Bond, and for all other purposes whatsoever The Paying Agent/Registrarshah pay all principal of, premium, if any, and interest on the Series 1994A Bonds only to or upon the order of the respective registered owners, as shown in the Registration Books as provided in the Series 1994A 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 Series 1994A 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 interest, as the case may be, pursuant to this Series 1994A Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Series 1994A Ordinance with respect to interest checks being mailed to the registered owners at the close of business on the Record Date, the term "Cede & Co." in this Series 1994A 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 interest of the beneficial owners of the Bonds that they be able to obtain certificated Series 1994A 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 Series 1994A Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Series 1994A Bonds and transfer one or more separate Series 1994A Bonds to DTC Participants having Series 1994A Bonds credited to their DTC accounts. In such event, the Series 1994A Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede ~c Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Series 1994A Bonds shall designate, in accordance with the provisions of this Series 1994A Ordinance. J Notwithstanding any other provision of this Series 1994A Ordinance to the contrary, so long as any Series 1994A Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of, premium, if any, and interest on, or as the case may be, such Series 1994A Bond and all notices with respect to such Series 1994A Bond shall be made and given, respectively, in the manner provided in the representation letter of the Board to DTC. 10 TWENTY FIFTH SUPPLEMENTAL ORDINANCE Section 3.5 Prior Redemption. A. The Series 1994A 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, 2004, 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 1994A Bonds of a maturity, the selection of Series 1994A 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/Registrar B. The Series 1994A Bonds maturing November 1, 2012 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 interest to date of redemption, without premium. C. At least thirty (30) days before the date fixed for any such redemption, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Series 1994A 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 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 1994A Bonds to be so redeemed, plus any applicable premium thereon, 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 Series 1994A Bonds, or the portions thereof which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such redemptions of principal of the Series 1994A Bonds or any portion thereof. If a portion of any Series 1994A Bond shall be redeemed a substitute Series 1994A Bond or Series 1994A Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in an aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities, all as provided in the 1994A Ordinance. D The redemption notice required by Section 3.SC shall include the complete official name of the Series 1994A 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 inquiries can be addressed. E. The Paying Agent/Registrar shall cause to be forwarded by United States Mail to Moody's Investors Service, Inc., Standard 8c Poor's Corporation, The Bond Buver 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 in 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 transmit or cause to be transmitted a copy of any such notice to any or all said firms 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 1994A Bonds as of sixty days after the redemption date another copy of such 11 TWENTY FIFTH SUPPLEMENTAL ORDINANCE 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 1994A Bonds or portions thereof to be redeemed so that restrictions can be imposed by the Paying Agent/Registrartyith respect to transfers and exchanges as provided in Section 3.4D hereof. Secrion 3.6. Forna. 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 1994A Ordinance, and the Underwriting Agreement. [The remainder of this page is intentionally left blank.] 12 TWENTY FIFTH 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 1994A Dated. June 1, 1994 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 jointly promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely from the revenues and funds described herein, the principal amount shown as shown below and to pay interest thereon, at interest rates shown below, from the Date of Initial Delivery to the dates of scheduled maturity, with said interest being payable on May 1, 1995, and semiannually on each November 1 and May 1 thereafter MATURITY DATE PRINCIPAL AMOUNT INTEREST RATE 13 TWENTY FIFTH SUPPLEMENTAL ORDINANCE The installments of principal 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 initial "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 United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described or, in lieu of payment by check, by such other method, separately agreed to in writing by the Paying Agent/Registrar and the holder hereof with the risk and expense thereof to be borne solely by the holder In the event of a non-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 Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. The Cities covenant with the registered owner of this bond that no later than each principal payment date and interest payment date for this bond they will make available to the Paying Agent/Registrar, solely .from the revenues and funds described herein, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the bonds, when due. If the date for the payment of an installment of principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as 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, 2004 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 1994A Bonds of a maturity, the selection of Series 1994A 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/Registrar * [The bonds maturing November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years through 2012 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. 14 TWENTY FIFTH SUPPLEMENTAL ORDINANCE At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar With respect to any registered owner of $10,000,000 or more of bonds of this series, such notice shall be sent by Certified Mail, with a Return Receipt. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and accrued interest thereon to the date fixed for redemption. If such 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 maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $ ,issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the Twenty Fifth Supplemental Regional Airport Concurrent Bond Ordinance (the "Twenty Fifth 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 time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds which matured and were paid on October 1, 1990. Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, 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/llths of the total amount thereof, and in the case of Fort Worth 4/ilths 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 15 TWENTY FIFTH SUPPLEMENTAL ORDINANCE services rendered by or at the Dallas-Fort Worth International Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity 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 proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Twenty Fifth 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 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 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 requirements for such assignment and transfer, this bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrarrnay be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. 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 principal maturity date corresponding to the due date of the installment of principal of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of principal or portion thereof. Such bonds, respectively, shall be subject to redemption prior to maturity on the same dates and for the same prices as the corresponding installment of principal of this Bond or portion hereof for which they are being exchanged. No such bond shall be payable in installments, but shall have only one stated 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 in the Twenty Fifth Supplemental Regional Airport Concurrent Bond Ordinance. 16 TWENTY FIFTH SUPPLEMENTAL 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 Fifth 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 series of which it is one have been done, do exist and have been performed as so required. [The remainder of this page is intentionally left blank.] 17 TWENTY FIFTH 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 18 TWENTY FIFTH SUPPLEMENTAL ORDINANCE FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or type name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated. Signature Guaranteed. NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement o r any change whatsoever 19 TWENTY FIFTH 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 him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of the Cities 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.] 20 TWENTY FIFTH SUPPLEMENTAL ORDINANCE B. The form of all Series 1994A Bonds, including the form of the Paying Agent/Registrar's Certificate, the Form of Assignment, and shall be, respectively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this 1994A Ordinance, to-wit: FORM OF SUBSTITUTE BOND UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BOND SERIES 1994A Dated. June 1, 1994 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 May 1, 1995, and semiannually on each November 1 and May 1 thereafter, except that if the Paying Agent/Registrar's Authentication Certificate appearing on the face of this bond is dated later than May 1, 1995, such interest is payable semiannually on each May 1 and November 1 following such date. The terms and provisions of this bond are continued on the reverse side hereof and shall for all purposes have the same effect as though fully set forth at this place. The principal of and interest on this bond are payable in lawful money of the United States of America, without exchange or collection 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 prior to maturity, at the trust office of NationsBank of Texas, N.A., in Dallas, Texas, which is the initial "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 he sent by the Paying Agent/Registrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears on the Registration Books kept by the Paying AgentJRegistrar, 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 21 TWENTY FIFTH SUPPLEMENTAL ORDINANCE hereof with the risk and expense thereof to be borne solely by the holder In the event of anon-payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such interest payment for such maturity or maturities (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, 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 at the close of business on the last business day next preceding the date of trailing 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 principal of or interest on this bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or a day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as 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, 2004 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 1994A Bonds of a maturity, the selection of Series 1994A 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/Registrar [The bonds maturing November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1, in each of the years through 2012 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~'~] At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth International Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such. redemption to be given to the registered owner of each Bond or a portion thereof being called for redemption by depositing such notice in the United States mail, postage prepaid, addressed to each such registered owner at the address appearing on the Registration Books maintained by the Paying Agent/Registrar With respect to any registered owner of $10,000,000 or more of bonds of this series, such notice shall be sent by Certified Mail, with a Return Receipt. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/Registrar for the payment of the principal amount of the bonds to be so redeemed, the premium, if any, and accrued interest thereon to the date fixed for redemption. If such 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 (1) To be included only if Underwriting Agreement establishes a Sinking Fund. 22 TWENTY FIFTH SUPPLEMENTAL ORDINANCE 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 maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Cities. The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with any other "Bonds" (as defined in the 1968 Ordinance) heretofore or hereafter issued in accordance with the 1968 Ordinance are equally and ratably secured by the revenues herein described. This bond is one of a duly authorized series of bonds of like tenor and effect, except as to number, principal amount, interest rate, maturity and right of prior redemption, aggregating $ ,issued by the Cities for the purpose of refunding certain of the Bonds previously issued and outstanding pursuant to the 'Itventy Fifth Supplemental Regional Airport Concurrent Bond Ordinance (the "Twenty Fifth 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 time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds which matured and were paid on October 1, 1990. Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, 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/llths of the total amount thereof, and in the case of Fort Worth 4/llths 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 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity Bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such Bonds prior to maturity 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 proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said 23 TWENTY FIFTH SUPPLEMENTAL ORDINANCE Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. The registered owner hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. All bonds of this series are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Twenty Fifth 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/Registrar 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/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this bond or any such portion or portions hereof is or are to be transferred and registered. The form of assignment printed or endorsed on this bond may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this bond or any portion or portions hereof from time to time by the registered owner In the case of an assignment, transfer or exchange of a bond or bonds or any portion or portions thereof, the fees and charges of the Paying Agent/Registrar will be paid by the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer or exchange as a condition precedent to the exercise of such privilege. 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/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Twenty Fifth 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 series of which it is one have been done, do exist and have been performed as so required. [The remainder of this page is intentionally left blank. 24 TWENTY FIFTH 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 facsimile signatures of its City Manager and City Secretary; and the City Council of the City of Fort Worth, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by its City Attorney COUNTERSIGNED: City Manager, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNTERSIGNED: 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 25 TWENTY FIFTH SUPPLEMENTAL ORDINANCE FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION 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 originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Paying Agent/Registrar By Authorized Signature [The remainder of this page is intentionally left blank.] 26 TWENTY FIFTH SUPPLEMENTAL ORDINANCE FORM OF ASSIGNMENT ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or type name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof with full power of substitution in the premises. Dated. Signature Guaranteed. NOTICE. Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company NOTICE. The signature above must correspond with the name of the Registered Owner as it appears upon the front of this Bond in every particular, without alteration or enlargement o r any change whatsoever 27 TWENTY FIFTH SUPPLEMENTAL ORDINANCE ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1994A BONDS AND RELATED DOCUMENTS Sectron 41 Method of Execa~tion. Each of the Series 1994A 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 1994A Bonds shall be signed and executed on behalf of the City of Fort Worth by the manual or facsimile signature of its Mayor and countersigned by the manual or facsimile signature of its City Secretary; the same shall be approved as to form and legality by the manual or facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed, printed, lithographed or otherwise reproduced or placed upon each bond. All manual or facsimile signatures placed upon the Series 1994A Bonds shall have the same effect as if manually placed thereon, all as provided in Article 7.17j-1, V.A.T C.S., as amended. Section 9 ?. Approve! and Regrsiretion. The Board is hereby authorized to have control and custody of the Series 1994A Bonds initially issued and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of 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 Series 1994A Bonds initially issued the Comptroller of Public Accounts (or a deputy designated in writing to aci for him) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1994A Bonds initially issued and the seal of the Comptroller shall be impressed, or placed in facsimile, on such certificate. The Chairman of the Board and the Executive Director of the Airport shall be further authorized to make such agreements and arrangements with the purchasers of 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 Approve% Robert L. Cambron is hereby appointed to be the designated Hearing Officer for a public hearing relating to the Series 1994A 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. Approve/ of G•edrt A~•eenienls. Supplement No. 3 to the Master Interest Exchange Agreement relating to the Series 1994 Bonds in substantially the form 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 authorized 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 1908 Ordinance. C. Escrow A~•c~ement end Recision A~•eemenl The Escrow Agreement and Recision Agreement in substantially the forms attached hereto and made a part hereof as Exhibits B and C, respectively, are hereby accepted, approved and authorized 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 respective parties set forth in such Agreements. Such Agreements 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 Agreements shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form and legality by the City Attorney 28 TWENTY FIFTH SUPPLEMENTAL ORDINANCE D. Cnncel/ration of Series 1994 Bonds and Cnll of Refi~nded Bonds. The Paying Agent/Registrar for the Series 1994 Bonds is hereby ordered to cancel, or to provide to the Office of the Comptroller of Public Accounts of the State of Texas for cancellation, the initial Series 1994 Bond heretofore authorized and issued by the Cities and the Board and approved by the Attorney General of Texas and registered by the Office of the Comptroller of Public Accounts of the State of Texas at the time of delivery of the Series 1994A Bonds and prior to the initial delivery of the Series 1994 Bonds on September 28, 1994 The Refunded Bonds are hereby called for optional redemption on November 1, 1994 The Executive Director is hereby authorized and directed to cause the Paying Agent/Registrar to mail notices of such redemption as required by the 1984 Ordinance and the 1984A Ordinance. ARTICLE V DISPOSITION OF BOND PROCEEDS Section 51 Disposition of Bond Proceeds. The proceeds from the sale of the Series 1994A Bonds, together with available funds herein provided, shall be applied on the date of delivery of the Series 1994A 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 1994A Special Escrow Fund created and established with said bank in accordance with the terms of the Dallas-Fort Worth International Airport Series 1994A Escrow Agreement dated as of June 1, 1994 (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, (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 1994A Bonds, which amount, together with the amount described in (i) and (ii) above, will be sufficient, without investment, to provide for the payment of the principal of, premium, if any, and interest due on the Refunded Bonds on the Redemption Date and the Paying Agent charges on the Refunded Bonds, (iv) to the Interest and Sinking Fund the amount received representing the accrued interest, if any, received from the purchasers of the Series 1994A Bonds to be applied to the next interest payment on the Series 1994A Bonds, and (v) any remaining funds shall be applied to pay costs of issuance including the bond insurance premium, if applicable. Section 5 2. Resen~e Firnd. In accordance with the requirements of the 1976 Ordinance it is hereby found and determined that the average total annual deposits required for the payment of the principal of and interest on the Series 1994A Bonds and the Outstanding Bonds will be less than the amount currently on deposit therein of $73,500,000 and that such excess upon the determination thereof as certified to by the Deputy Executive Director of Finance and Administration or the Director of Finance in connection with the delivery of the Series 1994A 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 Series 1994A Special Escrow Fund to be applied to the retirement of the Refunded Bonds. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINHING FUND Section G.1 Adoption. The Series 1994A Bonds authorized hereby are parity "Refunding Bonds" as the term is defined herein and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this 1994A 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 29 TWENTY FIFTH SUPPLEMENTAL ORDINANCE Ordinance are hereby adopted by reference and shall be applicable to the Series 1994A Bonds and all Bonds currently outstanding for all purposes, except to the extent hereinafter specifically modified or supplemented. Section G.2. Pledge. The principal of and the interest on the Series 1994A Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1994A Bonds and any other Bonds hereafter issued in 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 1984 Ordinance, the 1984A Ordinance, the 1985 Ordinance, the 1987 Ordinance, the 1991 Ordinance, the 1991A Ordinance, the 1992 Ordinance, the 1992A Ordinance, the 1992B Ordinance, the 1992C Ordinance, the 1993 Ordinance and the 1993A Ordinance, so long as any of the Series 1994A Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, fcom the Operating Revenue and Expense Fund (except for the amount of the accrued interest, if any, received from the purchasers of the Series 1994A 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 first day of the month immediately following the date of delivery of the Series 1994A Bonds or on the date of delivery of the Series 1994A Bonds if such date of delivery is the first day of the month in equal monthly installments an amount necessary to provide the amount of interest to become due on the Series 1994A Bonds on May 1, 1995 on which interest on the Series 1994A Bonds shall be due and payable by April 1, 1995 -and thereafter in equal monthly installments an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1994A Bonds on each succeeding interest payment date thereafter; B. beginning on the first day of the month immediately following the date of delivery of the Series 1994A Bonds or on the date of delivery of the Series 1994A Bonds if such date of delivery is the first day of the month in equal monthly installments an amount necessary to provide the amount of principal of the Series 1994A Bonds maturing on November 1, 1995 by September 1, 1995 and thereafter beginning on October 1, 1995 for the Series 1994A Bonds maturing on a serial basis an amount necessary to provide in twelve equal installments the amount of principal of the Series 1994A Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1996 through September 30 of the last year for which Series 1994A Bonds mature on a serial basis, and C. beginning on October 1 in the year of the last serial maturity with respect to the Series 1994A Bonds and on the first day of each month thereafter through September 1, 2012 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, 2012. The sinking fund payments required by this sub-paragraph C may be used to purchase Series 1994A Bonds as permitted in Section 7 4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem Series 1994A Bonds prior to stated maturity or to pay at final maturity on November 1 in each of the years of the sinking fund payments at the principal amount thereof and accrued interest to date of redemption or maturity without premium. If it shall be determined that the annual transfers to the Interest and Sinking Fund required by this sub-paragraph C will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1994A Bonds, the annual sinking fund payments required by this sub-paragraph C on account of the Series 1994A Bonds may be reduced in approximately equal amounts. Section 6.4 Transfers to Pn~~ing Agent/Registrar The Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1994A Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates in immediately available funds. 30 TWENTY FIFTH SUPPLEMENTAL ORDINANCE ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 71 Use of Bond Proceeds. A. The Cities covenant to and with the purchasers of the Series i994A Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment for such Bonds by the 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 rulings pertaining thereto; and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 148 and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 148, or any regulations or 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 paid to the United States. B. The Cities covenant to and with the purchasers of the Series 1994A Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which would cause the interest to be paid on the Series 1994A 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 1994A Bond for any period during which such Bond is held by a person who is a substantial user of the facilities financed or refinanced with the proceeds of the Series 1994A 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 1994A Bonds that the facilities financed or to be financed with the proceeds of the Refunded Bonds have or will have a remaining average reasonably expected economic life of at least 84 percent of the average maturity of the Series 1994A Bonds determined under Section 147(b) of the Code. Section 72. Covenant Not to Intpair The Cities covenant that the Dallas-Fort Worth Regional Airport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1, 1981, the Passenger Service Special Facilities Agreement, dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement dated as of April 1, 1972, as amended as of October 1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Series 1994A Bonds. Section 73. Observance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this 1994A Ordinance. 31 TWENTY FIFTH SUPPLEMENTAL ORDINANCE Section 7 4 Dnntnged, Me~tilnted, Lost, Stolen or Destroyed Bonds A. In the event any outstanding Series 1994A Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Series 1994A Bond, in replacement for such Series 1994A Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1994A Bonds shall be made to the Paying Agent/Registrar In every case of loss, theft or destruction of a Series 1994A Bond, the applicant for a replacement bond shall furnish 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 Series 1994A 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 Series 1994A Bond, as the case may be. In every case of damage or mutilation of a Series 1994A Bond, the applicant shall surrender to the Paying Agent/Registrar for cancellation the Series 1994A Bond so damaged or mutilated. C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1994A Bond shall have matured, and no default has occurred which is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Series 1994A Bond, the Cities may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1994A Bond) instead of issuing a replacement Series 1994A 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 1994A Bond with all legal, printing and other expenses in connection therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Series 1994A Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 1994A Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1994A Ordinance equally and proportionately with any and all other Series 1994A Bonds duly issued under this 1994A Ordinance. E. In accordance with Section 6 of Art. 717k-6, V.A.T C.S., as amended, this Section of this 1994A 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 in the form and manner and with the effect, as provided in Section 3.4D of this 1994A Ordinance for Series 1994A Bonds issued in exchange for other Series 1994A Bonds. Section 7 S Bond Inscrrnnce. The Series 1994A Bonds may be offered with a commitment for bond insurance provided by Municipal Bond Investors Assurance Corporation (the "Bond Insurer") with the bond insurance to be evidenced by the then current legal form of the Municipal Bond New Issue Insurance Policy The Cities covenant and agree that, in the event bond insurance is obtained, notwithstanding the provisions of Section 11.1 of the 1968 Ordinance, any amendment or modification to the 1994A Ordinance shall be subject to the prior written consent of the Bond Insurer which shall not be unreasonably withheld. For the purposes of Section 11.1 of the 1968 Ordinance the Bond Insurer shall be treated as the Holder of the Series 1994A Bonds with respect to consent to any amendments thereunder 1n addition, the Bond Insurer shall be provided by the Board with all proceedings relating to any amendment or modification to the 1994A Ordinance. 32 TWENTY FIFTH SUPPLEMENTAL ORDINANCE ARTICLE VIII AMENDMENTS TO ORDINANCE Section 8.01 Amendments. This 1994A 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 SEVERABILITY, REPEAL AND COUNTERPARTS Section 9.1 Ordinance b7•epe~lable. After any of the Series 1994A Bonds shall be issued, this 1994A Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1994A Bonds from time to time outstanding, and this 1994A Ordinance shall be and remain irrepealable until the Series 1994A Bonds and the interest thereon shall be fully paid, canceled, refunded or discharged or provision for the payment thereof shall be made. Section 9 2. Severabilith If any Section, paragraph, clause or provision of this 1994A Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this 1994A Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or 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 1994A Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9 3. Rehen/er All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency Section 9 4 Cocmterparts. This 1994A 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 in full force and effect. [The remainder of this page is intentionally left blank.] 33 TWENTY FIFTH SUPPLEMENTAL ORDINANCE !a~ n APPROVED AND ADOPTED BY THE DALLAS CITY COUNCII. TffiS o?~ 1994. AS TO FORM: City Attorney, City of Dallas, v PASSED 1994 Ma or, City o ort Worth, Texas (SEAL) ATTEST: LEGALITY: 34 TWENTY FIFTH 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 22, 1994, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A 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~_ ,r. day of, 1994 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~' Iti A~ .gel F i A ,, ~. ~~' ~ ~~ ~. "'w ~i ~~ ~, 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 21, 1994, 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. HAND and the Official Seal of the City of Fort Worth, Texas, this~~ay of____ , ^~, (~~~~ _.. .. ,~A ~ .r '' ,~ _.~~ ~F7k n ~ r J Y /F: h ~ ~ (.~ ~ ~~ (SEAL) ~ ~~-., ~" +y '~ ~ ti. rr+~t~~~f ,-s w~r~'~M`~~ City Secretary, City of Fort Worth, Texas 35 _ __ ~ Y ~t 9 DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Refunding Bonds Series 1994A _~~ ' Underwrtttn~ Agreement UNDERWRITING AGREEMENT dated 1994 among the Cities of Dallas and Fort Worth, Texas (the "Cities"), the Dallas-Fort Worth International Airport Board (the "Board"), and the Underwriters named in Schedule I hereto (the "Underwriters"), for whom the firms listed on the signature page hereto will serve as the managers (the "Managers ") and for whom Merrill Lynch & Co will serve as the representative (the "Representative") In accordance with the 1994A Ordinance (as hereinafter defined), the Cities, Board and Underwriters agree that $ aggregate principal amount of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A (the "Bonds"), shall be issued by the Cities, which will be dated June 1, 1994, bear interest from the date of imttal delivery payable on May 1 and November 1 of each year, commencing May 1, 1995, and will mature in the principal amounts, bear interest at the rates and be offered at the prices or yields as follows Maturity Interest Price or (November 1) Amount Rate Yield 1994 $ 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 38584.2 The Bonds maturing November 1, 2012 are term bonds and shall have the following mandatory sinking fund redemptions Sinking Fund Sinking Fund Date (November 1) Amount The Initial Bond, a copy of which is attached hereto as Exhibit A, and the form of the Definitive Bonds, which may be exchanged for the Initial Bond, a substantial copy of which is set forth m the 1994A Ordnnance, are hereby approved 1 Commitment. (a) Upon execution of this Underwriting Agreement by the Cntnes, the Board and the Representative, on behalf of the Managers and the other Underwrnters, this Underwrnting Agreement shall be nn full force and effect nn accordance with rats terms and shall be bnndnng upon the Citnes, the Board and the Underwriters (b) Currently wrath the execution of this Underwrnting Agreement, the Representative, acting on behalf of the Underwriters, has delivered to the Board a check payable to the order of the Treasurer of the Board in an amount equal to $2,100,000 as security for the performance by the Underwrnters of them obligatnon to accept and pay for the Bonds at the Closnng (as such term is hereinafter defined) in accordance with the provisions of this Underwriting Agreement Said check shall be held uncashed as security and concurrently with the delivery of and payment for the Bonds at the Closnng shall be returned to the Representative Upon the failure to deliver the Bonds at the Closnng or if the condntnons to the obingatnons of the Underwriters contanned herein are not satnsfied, or if such obingatnons are terminated for any reason permitted by thus Underwrnting Agreement, the check shall be immediately returned to the Representative In the event the Underwrnters fail (other than for a reason permntted pursuant to thus Underwriting Agreement) to accept and pay for the Bonds at the Closnng, the check shall be cashed by the Board, and the amount thereof retained by the Board as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwrnters, and the cashnng of the check shall constitute a full release and discharge of all claims and rights hereunder against the Underwrnters 2. Purchase, Sale and Closing Bonds On the terms and condntnons and upon the bases of the representations hereinafter set forth, the Underwrnters, jointly and severally, hereby agree to purchase from the Cities, and 38584.2 2 the $_ Cities will Purchase Obligation. The Underwriters are jointly and severally obligated to purchase all of the Bonds if any of the Bonds are purchased The parties hereto understand and agree that no Bonds will be issued, sold or purchased unless all the Bonds are issued, sold and purchased Payment for the Bonds The Underwriters shall pay the purchase price set forth above for the Bonds at the Closing with immediately available funds, payable by wire transfer to NationsBank of Texas, N A as Treasurer for the account of the Board Closing and DeliverX The Closing (the "Closing") will be held at the offices of McCall, Parkhurst & Horton L L P , 717 North Harwood, Suite 900, Dallas, Texas 75201, at 9 00 A M local time on , 1994, or at such other place or at such other date or time as may be agreed upon by the parties hereto The initially issued Bond will be registered in the name of Merrill Lynch & Co and will be delivered at Closing m fully registered form, with one bond equal to the principal amount of such series The definitive Bonds will be issued in registered form in the name of Cede & Co , as nominee of The Depository Trust Company, New York, New York in denominations equal to the principal amount of each maturity of each series of Bonds Expenses All costs and expenses of the Cities and the Board in connection with the authorization, issuance, sale and delivery of the Bonds and the other items herein specified to be delivered to the Underwriters shall be paid for by, or provision for payment made by, the Board Said costs and expenses shall include the costs of printing the Bonds, the 1994A Ordinance (as hereinafter defined), and the Preliminary Official Statement and the Official Statement, including distribution costs thereof at regular mail rates, in all cases in reasonable quantities, the fees and charges of any engineers, consultants, advisors, auditors and the rating agencies, and the fees and expenses of Co-Bond Counsel to the Board in connection with the transactions herein contemplated Except as indicated above, all other expenses of the Underwriters, including travel, the cost of distribution of the Preliminary Official Statement and the Official Statement in excess of regular mail rates, fees and expenses of Underwriters' counsel, and other expenses, shall be paid by the Underwriters 3. Background (a) Pursuant to a Contract and Agreement between the Cities, dated and effective as of April 15, 1968 (the "Contract Between the Cities"), the Cities authorized and directed the Board, acting in behalf of the Cities, to proceed with the development of the Dallas-Fort Worth International Airport (the "Airport") Pursuant to the Contract Between the Cities, the City Councils of the Cities on November 11 and 12, 1968, adopted the 1968 Regional Airport Concurrent Bond Ordinance (the "1968 Ordinance") authorizing the issuance of Dallas-Fort sell to the Underwriters, the Bonds at an aggregate purchase price of _ (being the principal amount of the Bonds less the Original Issue Discount of and the Underwriters' Discount of $ ) 3assa.z 3 Worth Regional Airport Joint Revenue Bonds for the financing of the Airport. The Bonds will constitute Additional Parity Bonds under the 1968 Ordinance and will be issued under the provisions of the 1968 Ordinance, as supplemented and amended, including the Twenty-Fifth Supplemental Regional Airport Concurrent Bond Ordinance, adopted by the City Council of the City of Fort Worth on June 21, 1994 and by the City Council of the City of Dallas on June 22, 1994 (collectively, the "1994A Ordinance") The Bonds are being issued to refund $110,750,000 of the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984 and $99,400,000 of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1984A on November 1, 1994 Except where herein noted to the contrary "Ordinance" refers to all the ordinances under which the Bonds are issued, including, particularly, the 1968 Ordinance and the 1994A Ordinance (b) The Bonds are issued under the provisions of Article 1269-5 1, Article 46d, Article 717k, and Article 717q, V A T C S , as amended (the "Act"), and under the provisions of the Ordinance (c) The Board, as agent for the Cities, ratifies the use by the Underwriters, prior to the date hereof, of the Preliminary Official Statement dated June _, 1994 relating to the Bonds provided by the Board to the Underwriters (which, together with all appendices and exhibits thereto and with such changes as the Underwriters and the Board shall have approved, is herein called the "Preliminary Official Statement") for customary purposes in connection with the public offering of the Bonds The Board confirms that, as of its date, the Preliminary Official Statement was "deemed final" by the Board for purposes of Rule 15c2-12(b)(1) of the Securities Exchange Commission (the "Rule") The final Official Statement dated , 1994 is hereby approved by the Board The Board shall provide to the Underwriters, within seven business days from the date hereof, an adequate number of copies of the Official Statement, as requested by the Underwriters, for distribution. Unless otherwise notified in writing by the Representative by the Closing date, the Board can assume that the "end of the underwriting period" for purposes of the Rule shall be the Closing date In the event such notice is so given in writing, the Representative agrees to notify the Board in writing following the occurrence of the "end of the underwriting period" as defined in the Rule The "end of the underwriting period" as used in this Agreement shall mean the Closing date or such later date as to which notice is given by the Representative in accordance with the preceding sentence The Board authorizes and approves the use of the Preliminary Official Statement and the Official Statement, and the use of copies of the Contract Between the Cities and the Ordinance, in connection with the public offering and sale of the Bonds (d) The respective officers of the Airport, auditors, counsel and advisors referred to in this Underwriting Agreement are sassa.2 4 Executive Director Mr Jeffrey P Fegan, Executive Director of the Airport Co-Bond Counsel Hutchison Boyle Brooks & Fisher, Dallas, Texas, McCall, Parkhurst & Horton L.L.P ,Dallas, Texas and Walker & Satterthwaite, Dallas, Texas Accountants Deloitte & Touche Financial Advisors First Southwest Company, Dallas, Texas Counsel to the Underwriters Kelly, Hart & Hallman, A Professional Corporation, Fort Worth, Texas, and 4 Representations of the Cities and the Board (a) The Cities and the Board acknowledge that the Cities will sell the Bonds to the Underwriters, and that the Underwriters will jointly and severally purchase from the Cities the Bonds and will make a public offering of such Bonds in reliance upon the representations and covenants herein set forth. (b) The Cities, each as to itself only, represent that. (i) The Cities are and will be at the Closing duly organized and existing as cities in the State of Texas with the powers and authority, among others, set forth in the Act. (ii) The Board is and will be at the Closing duly organized and existing as a point board in the State of Texas with the powers and authority, among others, set forth in the Act, the Contract Between the Cities and the Ordinance and with the powers and authority to carry out and consummate all transactions contemplated by this Underwriting Agreement, the Official Statement, the Contract Between the Cities, the Ordinance, the Capital Trust Agreement, hereinafter defined, and the Use Agreements (as defined in the Official Statement and hereinafter, as amended, called the "Use Agreements") (iii) When delivered to and paid for by the Underwriters at the Closing, the Bonds (A) will have been duly authorized, executed, issued and delivered in conformity with the Act and the Ordinance, and be entitled to the benefit and security of the Contract Between the Cities, the Ordinance, the Use Agreements and the Act, and (B) will constitute valid and binding special obligations of the Cities of the character referred to in the Act. (iv) The adoption of the 1994A Ordinance, the execution and delivery of this Underwriting Agreement and the Bonds, and the consummation of the transactions contemplated thereby and hereby, and the compliance with the provisions thereof and hereof under the circumstances contemplated thereby and hereby, will not conflict with or constitute on the part of the Cities a breach of or a default under any agreement or 38584.2 5 instrument to which either of the Cities is a party or by which either is bound or any existing law, administrative regulation, court order or consent decree to which either of the Cities is subject. (c) The Board represents that. (i) The Board is and will be at the Closing duly organized and existing as a point board in the State of Texas, with the powers and authority, among others, set forth in the Act, the Contract Between the Cities and the Ordinance and with the powers and authority to carry out and consummate all transactions contemplated by this Underwriting Agreement, the Official Statement, the Contract Between the Cities, the Ordinance and the Use Agreements (ii) The execution and delivery of this Underwriting Agreement and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof under the circumstances contemplated hereby will not conflict with or constitute on the part of the Board a breach of or default under any agreement or other instrument to which the Board is a party or by which it is bound or any existing law, administrative regulation, court order or consent decree to which the Board is subject. (iii) The statements and information contained in the final Official Statement dated 1994, and in any amendment or supplement that may be authorized for use by the Board with respect to the Bonds (hereinafter, collectively, referred to as the "Official Statement") does not, and as of the Closing will not, contain any untrue statement of a material fact and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (iv) The financial statements included in the Official Statement have been prepared in all material respects on a consistent basis, and present fairly the financial position of the Board and the results of the operation of the Airport at the dates and for the periods indicated (d) The Board represents that, the Capital Improvement Trust Account Agreement, dated as of April 1, 1972, as amended by the Amendment to Capital Improvement Trust Account Agreement made effective as of October 1, 1981 (hereinafter called the "Capital Trust Agreement") and the Use Agreements are not inconsistent with or in violation of the provisions of the Contract Between the Cities, the Ordinance or any other contract or agreement to which the Board is a party (e) The Board represents that, except as disclosed in the Official Statement, there are no pending legal, administrative or judicial proceedings of which the Cities or the Board have knowledge to which either the Cities or the Board are parties (i) contesting the corporate existence or powers of the Board or of the Cities with respect to the obligations of the Cities 38584.2 under the Contract Between the Cities, the Ordinance or the Bonds, or, (ii) contesting or affecting the authority for the issuance of, or the security for, the Bonds, or seeking to restrain or enjoin the issuance or the delivery of the Bonds, or, (iii) contesting or affecting the validity of the Bonds, the Ordinance, the Contract Between the Cities, the Use Agreements, the Capital Trust Agreement or this Underwriting Agreement, or, (iv) seeking to restrain or enjoin the collection of the income or revenues available or pledged under the Ordinance (f) The Board represents that the Contract Between the Cities, the Ordinance, the Use Agreements, and the Capital Trust Agreement, are and at the Closing will be in full force and effect in accordance with their terms and, as of the Closing, will not have been amended, modified or supplemented by the Cities or the Board except as the Official Statement shall disclose, and there shall have been duly adopted and there shall be in full force and effect such resolutions and ordinances as, in the opinion of Co-Bond Counsel, shall be necessary in connection with the transactions contemplated hereby 5 Covenant of Underwriter. The Underwriters agree to make a bona fide public offering of all of the Bonds upon the terms and conditions set forth in the Official Statement, provided, however, the Underwriters reserve the right to change the yields or prices set forth therein subsequent to such initial public offering as the Underwriters shall deem necessary in connection with the offering of the Bonds 6 Covenants of the Cities and the Board. The Cities and the Board hereby covenant that. (a) The proceeds from the sale of the Bonds will be used or applied as is provided in the Contract Between the Cities, the Ordinance (and, particularly, the 1994A Ordinance) and herein.. (b) The Cities and the Board will cooperate in qualifying the Bonds for offering and sale under the "Blue Sky" or other securities laws of those states designated by the Managers at the Underwriters' expense, provided, however, that neither the Cities nor the Board shall be required to execute a general or special consent to service of process or to qualify to do business in any state or place as a result of such Bond offering or sale (c) If at any time after the date of this Underwriting Agreement but before twenty-five days after the end of the underwriting period, any event shall occur which might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Cities and the Board shall notify the Underwriters, and if, in the opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Cites and the Board will at the Board's expense supplement or amend the 38584.2 '~ Official Statement in the form and in a manner approved by the Underwriters and furnish to the Underwriters a reasonable number of copies requested by the Underwriters m order to enable the Underwriters to comply with the Rule 7 Conditions of the Underwriters' Obligations. The obligation of the Underwriters to purchase the Bonds is subject to the fulfillment of the following conditions at or before the Closing Should the following conditions not be fulfilled in respect of the Bonds, the obligations of all the Underwriters under this Underwriting Agreement shall terminate and neither the Cities, the Board nor the Underwriters shall have any further obligation hereunder, except that the check referred to m Section 1(b) hereof shall be returned by the Board to the Representative (a) The Cities' and the Board's representations contained in Section 4 hereof shall be true at and as of the time of the Closing, and shall be confirmed at the Closing by certificates, in form and substance satisfactory to the Managers, by (i) the Cities, but each given as to itself only, signed by the City Attorney of each City or signed by other appropriate officials acceptable to the Managers, and, (ii) the Board signed by the Executive Director (b) There shall be delivered to the Managers at or prior to the Closing two duly executed copies of the Official Statement and the Third Rate SWAP Transaction as authorized by resolution of the Board on June 2, 1994 shall have been executed and delivered to Merrill Lynch Capital Services, Inc , and the approval of the Attorney General of Texas as contemplated by paragraph seven of the Third Rate SWAP Transaction shall have been received prior to Closing (c) Neither the Cities nor the Board shall have defaulted in the performance of any covenants or obligations hereunder (d) The Underwriters shall receive at the Closing (i) Opinion of Co-Bond Counsel, dated the date of the Closing, in the form and substance as set forth in Appendix A to the Official Statement, and a further opinion, dated the date of the Closing, covering those points outlined m Exhibit B (ii) An opinion of Legal Counsel to the Board, dated the date of Closing, in the form and substance as set forth in Exhibit C (iii) A certificate of the Director of Finance, dated as of the date hereof and dated as of the Closing, respectively, satisfactory in form and substance to the Managers (iv) Evidence satisfactory to the Underwriters (x) of receipt of a municipal bond guaranty insurance policy issued by and of ratings of 38584.2 g the Bonds of "Aaa" by Moody's Investor Services, Inc ("Moody's"), "AAA" by Standard & Poor's Ratings Group ("S&P") and "AAA" by Fitch Investors Service, Inc ("Fitch"), and (y) that the current underlying ratings of the Airport of "A-1," "A" and "AA" by Moody's, S&P and Fitch, respectively, have not been downgraded (e) The Underwriters shall have received such additional documentation as the Managers may reasonably request. (i) to evidence compliance with applicable law, (ii) to evidence the validity of the Bonds, the Contract Between the Cities, the Ordinance and the Use Agreements, and, (iii) to evidence the truth and accuracy, as of the time of Closing, of all representations herein contained and the due performance or satisfaction at or prior to such time of all agreements then to be performed and all conditions then to be satisfied as contemplated under this Underwriting Agreement. (f) At the Closing, there shall not have been any material adverse change in the affairs or financial condition of the Airport or the Board, taken as a whole, from that described in the Official Statement which, in the judgment of the Managers, makes it inadvisable to proceed with the sale of the Bonds, and the Underwriters shall have received a certificate of the Board certifying that no material adverse change has occurred, or, if such a change has occurred, full information with respect thereto 8 Events Permitting the Underwriters to Terminate. The Underwriters may terminate their obligation to purchase the Bonds if, between the date hereof and the Closing, (i) legislation shall have been enacted by the Congress of the United States, or recommended to the Congress for passage by the President of the United States or introduced and favorably reported for passage to either House of Congress by any Committee of such House to which such legislation had been referred for consideration, or a decision shall have been rendered by a court of the United States or the Tax Court of the United States, or an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, or a release or official statement made by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, with respect to federal taxation upon revenues or other income of the general character to be derived by the Board or upon interest received on obligations of the general character of the Bonds which, m the judgment of the Managers, materially adversely affects the market for the Bonds, or (ii) legislation shall have been enacted by the Congress of the United States to become effective on or prior to the Closing, or a decision of a court of the United States shall be rendered, or a stop order, ruling, regulation or proposed regulation by or on behalf of the Securities and Exchange Commission or other agency having jurisdiction over the subject matter shall be issued or made, to the effect that the issuance, sale and delivery of the Bonds, or any other obligations of any similar public body of the general character of the Cities, is in violation of the Securities Act of 1933, as amended, or the enactment of the Ordinance or the execution and delivery of any indenture of similar character is in violation of the Trust Indenture Act of 1939, as amended, or with the purpose or effect of otherwise prohibiting the issuance, sale or delivery of the Bonds as contemplated 38584.2 (~ hereby or by the Official Statement or of obligations of the general character of the Bonds, or (iii) there shall exist any event which in the Managers' opinion either (A) makes untrue or incorrect in any material respect any statement contained in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect, or (iv) there shall have occurred any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States being such as, in the Managers' judgment, would make it impracticable for the Underwriters to deliver the Bonds, or (v) there shall be in force a general suspension of trading on the New York Stock Exchange, Inc or minimum or maximum prices for trading shall have been fixed and be in force, or maxunum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange, Inc whether by virtue of a determination by that Exchange or by order of the Securities and Exchange Commission, or any other governmental authority having jurisdiction, or (vi) a general banking moratorium shall have been declared by either federal, Texas or New York authorities having jurisdiction and be in force 9 Notices and Other Actions All notices, demands and formal actions hereunder will be in writing, mailed, telegraphed or delivered to City of Dallas Attention. City Manager 1500 Marilla Street Dallas, Texas 75201 City of Fort Worth Attention. City Manager 1000 Throckmorton Fort Worth, Texas 76102 Dallas-Fort Worth International Airport Board Attention. Director of Finance P 0 Drawer DFW Dallas-Fort Worth Airport, Texas 75261 The Underwriters Merrill Lynch & Co Public Finance Group World Financial Center, North tower Merrill Lynch World Headquarters, 9th Floor New York, New York 10281-1309 Attention Doreen M Frasca, Managing Director 38584.2 1 10. Miscellaneous. This Underwriting Agreement may be executed by any one or more of the parties hereto m any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Underwriting Agreement will inure to the benefit of and be binding upon the parties and their successors, and will not confer any rights upon any other person. All representations and agreements by you in this Underwriting Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any of the Underwriters and shall survive the delivery of any payment for the Bonds Time shall be of the essence of this Underwriting Agreement. DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD By Executive Director ATTEST Staff Secretary [Seal) APPROVED AS TO FORM City Attorney CITY OF DALLAS, TEXAS City Manager By 38584.2 11 CITY OF FORT WORTH, TEXAS City Manager APPROVED AS TO FORM AND LEGALITY City Attorney MERRILL LYNCH & CO APEX SECURITIES, INC BEAR, STEARNS & CO INC CS FIRST BOSTON ESTRADA HINOJOSA & COMPANY, INC GRIGSBY BRANDFORD & CO ,INC WR LAZARD, LAIDLAW & MEAD, INC PRYOR, McCLENDON, COUNTS & CO ,INC By MERRILL LYNCH & CO , as Representative on behalf of the Managers By _ Title 38584.2 12 SCHEDULEI CITIES OF DALLAS AND FORT WORTH, TEXAS DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Refunding Bonds, Series 1994A List of Underwriters Merrill Lynch & Co Apex Securities, Inc Bear, Stearns & Co Inc CS First Boston Estrada Hino~osa & Company, Inc Grigsby Brandford & Co ,Inc WR Lazard, Laidlaw & Mead, Inc Pryor, McClendon, Counts & Co ,Inc 3assa.z 13 EXHIBIT B FORM OF SUPPLEMENTAL OPINION OF CO-BOND COUNSEL [Closing Date] Dallas-Fort Worth International Airport Board P O Drawer D-FW Dallas-Fort Worth International Airport, Texas 75261 Merrill Lynch & Co Apex Securities, Inc Bear, Stearns & Co Inc CS First Boston Estrada Hinojosa & Company, Inc Grigsby Brandford & Co ,Inc WR Lazard, Laidlaw & Mead, Inc Pryor, McClendon, Counts & Co ,Inc c/o Merrill Lynch & Co World Financial Center, North Tower Merrill Lynch World Headquarters, 9th floor New York, New York 10281-1309 DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, Series 1994A, $ Gentlemen At your request we have examined the Contract and Agreement (the "Contract") between the Cities of Dallas and Fort Worth, Texas (the "Cities"), dated and effective as of April 15, 1968, the 1968 Dallas-Fort Worth Regional Airport Concurrent Bond Ordinance adopted respectively by the Cities on November 11 and 12, 1968 (the "1968 Ordinance"), authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), the twenty-five (25) Supplemental Regional Airport Concurrent Bond Ordinances authorizing the other series of "Bonds" as defined in the 1968 Ordinance (the 1968 Ordinance and the twenty-five (25) Supplemental Ordinances, as amended, collectively referred to hereinafter as the "Ordinance"), the Underwriting Agreement dated 1994 (the "Agreement"), among the Cities, the Dallas-Fort Worth International Airport Board (the "Board") and Merrill Lynch & Co (for itself and the Underwriters named therein), the Official Statement dated 1994 (the "Official Statement") pertaining to the above-captioned bonds, the Dallas-Fort Worth Regional Airport Use Agreements variously dated, the initial amendment to certain of such Agreements initially executed by American Airlines, Inc and Delta Airlines Inc dated 38584.2 B_ 1 August 1, 1977, and the Second Amendment to such Agreements dated October 1, 1981, the Capital Improvement Trust Account Agreement, dated April 1, 1972, and the Amendment to Capital Improvement Trust Account Agreement, dated October 1, 1981, the resolution(s) by the Board authorizing the execution of such Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement, the opinion letter signed by the legal counsel of the Board with reference to the validity of the Use Agreements, as amended, and the Capital Improvement Trust Account Agreement, as amended, the Constitution and Statutes of the State of Texas where pertinent, certain provisions, as hereinafter mentioned, of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the "Code"), Section 3(a)(2) of the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended Based on such examination, m our opinion (i) the Contract has been duly authorized, executed and delivered and constitutes a valid, binding and enforceable agreement in accordance with its terms, (ii) the Ordinance has been duly passed by the City Councils of the Cities and the covenants therein constitute valid obligations of the Cities and the Board, including the obligation set forth in Section 9 4B of the 1968 Ordinance on the part of the Board to fix, place into effect, directly or through leases, contracts and agreements with users of the Dallas-Fort Worth International Airport, rentals, rates, fees and charges which shall be at least sufficient to produce m each "Fiscal Year" "Gross Revenues" sufficient to pay the "Operating and Maintenance Expenses" thereof plus 1 25 times the amount required by the Ordinance that year to be deposited into the "Interest and Sinking Fund" (as such terms are defined in the Ordinance) and the Cities and the Board have the legal power and authority to impose rates and charges for the use of the Airport in the amounts necessary to meet such covenant, (iii) the Agreement has been duly authorized, executed and delivered by the Cities and the Board and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes a binding and enforceable agreement of the Cities and the Board in accordance with its terms, (iv) although we have not verified and are not passing upon, and do not assume and responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement, we have reviewed solely in our capacity as Co-Bond Counsel the information contained in the Official Statement under the headings "THE 1994A BONDS," "SECURITY FOR THE BONDS," "THE BOARD," "AIRLINE AGREEMENTS," "THE CONTRACT AND AGREEMENT," "THE ORDINANCE," "FEDERAL INCOME TAX CONSIDERATIONS-GENERAL," and "LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS," and in the course of this review, no facts came to our attention which would lead us to believe that those portions of the Official Statement, as of the date thereof, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, m light of the circumstances under which they were made not misleading, (v) the Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement have been duly and lawfully authorized, executed and delivered by the Board, and the provisions of the Use Agreements, as amended by the Second Amendment and the Capital Improvement Trust Account Agreement, as amended by the Amendment to Capital Improvement Trust Account Agreement are not in violation of any provision of the Contract or the Ordinance, (vi) no registration with the Securities and Exchange Commission under the Securities Act of 38584.2 B_2 1933, as amended, need be made in connection with the offering and sales of the above-captioned Bonds, and (vii) the Ordinance is not required to be qualified under the Trust Indenture Act of 1939, as amended It should be noted that the enforceability of the Contract, the Ordinance and the Agreement may be limited by bankruptcy, insolvency, reorganization, or similar laws relating to or affecting creditors' rights generally or by general equity principles This letter is solely for your benefit and no other party is entitled to rely hereon. Respectfully, sssaas B-3 EXHIBIT C FORM OF OPINION OF GENERAL COUNSEL TO THE BOARD [Closing Date] Merrill Lynch & Co Apex Securities, Inc Bear, Stearns & Co Inc CS First Boston Estrada Hinojosa & Company, Inc Grigsby Brandford & Co ,Inc WR Lazard, Laidlaw & Mead, Inc Pryor, McClendon, Counts & Co ,Inc c/o Merrill Lynch & Co World Financial Center, North Tower Merrill Lynch World Headquarters, 9th floor New York, New York 10281-1309 Gentlemen. DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS, Series 1994A At your request I have examined the Contract and Agreement (the "Contract") between the Cities of Dallas and Fort Worth, Texas (the "Cities"), dated and effective as of April 15, 1968, the 1968 Dallas-Fort Worth Regional Airport Concurrent Bond Ordinance adopted respectively by the Cities on November 11 and 12, 1968 (the "1968 Ordinance"), authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), the twenty-five (25) Supplemental Regional Airport Concurrent Bond Ordinances authorizing the other series of "Bonds" as defined in the 1968 Ordinance including each of the captioned series of bonds (the 1968 Ordinance and the twenty-five (25) Supplemental Ordinances, as amended, collectively referred to hereinafter as the "Ordinance"), the Underwriting Agreement dated 1994 (the "Agreement"), among the Cities, the Dallas-Fort Worth International Airport Board (the "Board") and Merrill Lynch & Co (for itself and the Underwriters named therein), certain below-listed portions of the Official Statement dated 1994 (the "Official Statement"), pertaining to the above-captioned bonds, the Dallas-Fort Worth Regional Airport Use Agreements variously dated, the initial amendment to certain of such Agreements initially executed by American Airlines, Inc and Delta Airlines Inc dated August 1, 1977, and the Second Amendment to such 38584.2 C_ 1 Agreements dated October 1, 1981, the Capital Improvement Trust Account Agreement, dated April 1, 1972, and the Amendment to Capital Improvement Trust Account Agreement, dated October 1, 1981, the resolutions by the Board authorizing the execution of such Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement, the Constitution and Statutes of the State of Texas where pertinent, certain provisions, as hereinafter mentioned, of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the "Code") Based on such examination in my opinion (i) the Contract has been duly authorized, executed and delivered and constitutes a valid, binding and enforceable agreement in accordance with its terms, (ii) the Agreement and the Bonds have been duly authorized, executed and delivered by the Cities and/or the Board, as the case may be, and assuming due authorization, execution and delivery by the other parties thereto constitute binding and enforceable agreements of the Cities and/or the Board in accordance with their respective terms, (iii) although I have not verified and I am not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Official Statement, I have reviewed solely in my capacity as General Counsel the information contained in the Official Statement under the headings "Airline Agreements, " "The Contract and Agreement, " "The Ordinance - Competition, Optimum Airport Development" and "Litigation" and in the course of this review, no facts came to my attention which would lead me to believe that those portions of the Official Statement, as of the date thereof, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading, and (iv) the Second Amendment to the Use Agreements and Amendment to Capital Improvement Trust Account Agreement have been duly and lawfully authorized, executed and delivered by the Board, and the provisions of the Use Agreements, as amended by the Second Amendment and the Capital Improvement Trust Account Agreement, as amended by the Amendment to Capital Improvement Trust Account Agreement are not in violation of any provision of the Contract or the Ordinance It should be noted that the enforceability of the Contract, Bonds and the Agreement may be limned by bankruptcy, insolvency, reorganization, or similar laws relating to or affecting creditors' rights generally or by general equity principles This letter is solely for your benefit and no other party is entitled to rely hereon Respectfully, Gary Keane GENERAL COUNSEL, DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD 38584.2 C_2 E~-IIBIT B DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1994A ESCROW AGREEMENT THIS DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1994A ESCROW AGREEMENT, (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the Cities of Dallas and Fort Worth, Texas (herein called the "Issuer"), duly organized and existing Home Rule Cities, the Dallas-Fort Worth International Airport Board (herein called the "Board") and NationsBank of Texas, N.A., as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"), a banking corporation organized under the laws of the United States of America. WITNESSETH WHEREAS, the Issuer has heretofore issued and there presently remain outstanding 5110,750,000 Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984 maturing November 1, 1995 through November 1, 1997, both dates inclusive, November 1, 2004 and November 1, 2012, and 599,400,000 of Joint Revenue Refunding Bonds, Series 1984A maturing November 1, 1995 through November 1, 1999, both dates inclusive, November 1, 2004 and November 1, 2012, the ("Refunded Obligations") and attached as Exhibit A hereto is a schedule showing the amounts due including the applicable redemption premium, on November 1, 1994, the first optional redemption date; and WHEREAS, when the firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption date of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, Vernon's Annotated Texas Civil Statutes, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with one of the places of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations, and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any paying agent or trustee for the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trustee may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the Refunded Obligations; and WHEREAS, NationsBank of Texas, N.A., is the paying agent for the Refunded Obligations and this Agreement constitutes an escrow agreement as authorized and permitted by said Article 717k; and WHEREAS, Article 717k provides that, after the proceedings authorizing such refunding bonds shall be approved by the Attorney General of Texas and registered by the Comptroller of Public Accounts, such refunding bonds may be sold and delivered to the purchaser thereof in order to permit the issuer, in timely manner determined by the issuer, to use the proceeds from such sale and delivery to make all or any part of said deposit; and WHEREAS, concurrently herewith the Issuer has adopted the Twenty Fifth Supplemental Concurrent Bond Ordinance (the "Ordinance") authorizing the issuance and sale of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A (the "Refunding Bonds") for the purpose, among others, of providing amounts sufficient to provide for the payment of the principal of the Refunded Obligations on November 1, 1994 and the applicable premium of two and one half percent (2.5%), and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, the proceeds of the Refunding Bonds together with certain other available funds of the Issuer to be deposited with the Escrow Agent pursuant to the Ordinance, may be applied to purchase direct obligations of the United States of America hereinafter defined as the Escrowed Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance in such Escrow Fund, and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable on or prior to November 1, 1994 so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay the interest on, the principal of, and the redemption premium on, the Refunded Obligations to the call date, November 1, 1994, and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof and the receipt of its fee for such services to be performed under this Agreement; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained and the payment of the fee of the Escrow Agent, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal, premium of and interest on the Refunded Obligations, the Issuer, the Board and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows. ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01 Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement. "Board" means the Dallas-Fort Worth International Airport Board established by the Contract and Agreement, dated as of April 15, 1903, by and between the Issuer to develop, operate and maintain the Dallas- Fort Worth International Airport. "Board Representative" means the Executive Director, Deputy Executive Director, the Director of Finance or such other officer or employee of the Board as shall be hereafter designated as such by resolution of the Board of Directors of the Board. "Code" means the Internal Revenue Codc of 19SG, as amended, and the rules and regulations thereunder "Escrow Ate" means NationsBank of Texas, N.A., and its successors as Escrow Agent under this Agreement. 2 "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the noncallable United States Treasury obligations or the State and Local Government Series obligations maturing not later than November 1, 1994 which the Escrow Agent is directed by the Board Representative to purchase with the funds deposited hereunder and any substitute securities or reinvestments all as provided in Article IV hereof. "Issuer" means the City of Dallas, Texas and the City of Fort Worth, Texas. "Paving Agents" means. with respect to the Series 1984 Bonds and Series 1984A Bonds, NationsBank of Texas, N.A., formerly NCNB Texas National Bank, formerly First RepublicBank Fort Worth, National Association, and also formerly InterFirst Bank Dallas, N.A. "Refunded Obligations" means the Issuer's obligations more fully described in the first recital beginning on page 1 of this Agreement. "Refunding Bonds" means the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A. Section 1.02. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law ARTICLE II DEPOSIT OF FUNDS Section 2.0] Deposit in the Escrow Fund The Issuer will deposit, or cause to be deposited, in the Escrow Fund on the date of delivery of the Refunding Bonds an amount of funds in accordance with Section 5 1 of the Ordinance equal to the principal, applicable premium and interest for the six months ended November 1, 1994, on the Refunded Obligations after payment of the Paying Agent charges for the Refunded Obligations and without regard to investment or reinvestment of such funds in Escrow Securities. The Escrow Agent is hereby irrevocably directed to mail by first class mail, as soon as practicable, after receipt of such funds, a notice of redemption in accordance with the requirements of Section 3.5 of the Thirteenth and Fourteenth Supplemental Ordinances of the Issuer calling the Refunded Obligations for redemption on November 1, 1994, the first optional call date. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01 Escrow Fund. The Escrow Agent has created on its books a special trust fund and irrevocable escrow to be known as the Dallas-Fort Worth International Airport Series 1994A Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees to deposit to the credit of the Escrow Fund the moneys described in Section 2.U1 Such moneys and the Escrowed Securities and all proceeds therefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions of this Agreement. All of the Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. The balance then remaining in the Escrow Fund after making the transfer contemplated by Section 3.02 hereof representing earnings on the Escrowed Securities, if any, shall be transferred to the Interest and Sinking Fund established by the 1968 Ordinance and applied to the next interest payment with respect to the Refunding Bonds. Section 3.02. Payment of Principal, Premium and interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund to the Paying Agents, the amounts required to pay the principal of the Refunded Obligations on November 1, 1994, the applicable two and one half percent (2.5%'0) premium and interest thereon to such date. Section 3.03 Sufficiency of Escrow Fund. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agents to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04 Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent, and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall ahvays be maintained by the Escrow Agent as trust funds for the benefit of the holders of the Refunded Obligations; and a special account therefore shall at all times be maintained on the books of the Escrow Agent. The holders of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they were entitled as holders of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shalt not be subject to warrants, drafts or checks drawn by the Issuer or the Board or, except to the extent expressly herein provided, by the Paying Agents. Section 3.0~ Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.O1 Except as provided in Sections 4 02 and 4.03 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder Section 4.02. Investment and Reinvestments. Upon written direction of a Board Representative the Escrow Agent shall invest from time to time all or a portion of the moneys initially received hereunder in Escrowed Securities, shall reinvest cash balances representing receipts from the Escrowed Securities or hold 4 such proceeds as cash, together with other moneys or securities held in the Escrow Fund provided that the Board Representative delivers to the Escrow Agent with respect to each such transaction, an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder in effect on the date of such investment or reinvestment, or otherwise make the interest on the Refunded Obligations subject to federal income taxation, and (b) such investment or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations. The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the written direction of the Board Representative in accordance with the preceding paragraph. Section 4.03. Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder then in effect. ARTICLE V APPLICATION OF CASH BALANCES Section S.OI In General. Except as provided in Sections 3 02 and 4.02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01 Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the holders of the Refunded Obligations. Section C.02. Reports. For the period beginning on the date of delivery of the Refunding Bonds and ending on November 1, 1994, the Escrow Agent shall prepare and send to the Issuer and to the Board, within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund during such period, including without limitation credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder Section 7.02. Limitation on Liability The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agents shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of tl~e parties hereto that the Escrow Agent shall never he required to use or advance its own funds or othenvise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment, and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03 Compensation. The Issuer has caused to be paid to the Escrow Agent, as a fee for performing the services hereunder and as Paying Agcnt/Registrar for the redemption and cancellation of the Refunded Bonds and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement the sum of X20;000.00 (Twenty Thousand Dollars), the receipt and sufficiency of which are 6 hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder as Escrow Agent, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, including counsel fees, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. Section 7.04 Successor Escrow A!?ents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder In such event the Issuer, by appropriate resolution or ordinance, shall promptly appoint an Escrow Agent to fill such vacancy If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the holders of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such holders or by their duly authori-r_ed attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the holder of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation or banking association organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least S5,000,000 and subject to the supervision or examination by Federal or State authority Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, suhject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Agent shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder ARTICLE VII I MISCELLANEOUS Section 8.01 Notice. Any notice, authori-ration, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows. To the Escrow Agent NationsBank of Texas, N.A. 901 Main Street, 1Sth Floor Dallas, Texas 7202 Attention Corporate Trust Department To the Issuer City of Dallas, Texas 1500 Marilla Dallas, Texas 75201 Attention. City Manager City of Fort Worth, Tcxas 1000 Throckmorton Street Fort Worth, Texas 76102 Attention. City Manager To the Board Dallas-Fort Worth International Airport Board P O Box DFW Dallas-Fort Worth Tnternational Airport, Tcxas 75261 Attention Director of Finance The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Section 5.02. Termination of Res~onsihilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the Board, the holders of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 5.03 Binding Agreement. This Agreement shall be binding upon the Issuer, the Board and the Escrow Agent and their respective successors and legal represctttatives, and shall inure solely to the benefit of the holders of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 5.04 Severahility In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceabilityshatl not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 5.05 Tcxas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement: Dated this 1st day of June, 1994 By. (SEAL) ATTEST City Secretary APPROVED AS TO FORM City Attorney (SEAL) ATTEST City Secretary APPROVED AS TO FORM AND LEGALITY City Attorncy CITY OF DALLAS, TEXAS City Manager CITY OF FORT WORTH, TEXAS By. City Manager 9 NATIONSBANK OF TEXAS, N.A. By Title: (BANK SEAL) ATTEST By• Title: 10 EXHIBIT A Amounts Due on Refunded Obligations on November 1, 1994 Series 19S4 Principal Premium Interest Total $110,750,000 S2,76S,7~0 55,636,562.50 S 119,15,31250 Series 19S4A Principal Premium Interest Total $ 99,400,000 S2,4S~,000 S5,399,925 00 S107,2S=I,925:00 EXHIBIT C RECISION AGREEMENT WHEREAS, the Dallas-Fort Worth International Airport Board (the "Board"), the City of Dallas, Texas ("Dallas"), the City of Fort Worth, Texas ("Fort Worth") and Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") on behalf of itself and CS First Boston, successor to the First Boston Corporation ("First Boston"), WR Lazard, La~dlaw and Mead, Inc. successor to WR Lazard & La~dlaw, Inc. ("Lazard") and Apex Securities Inc. ("Apex") entered into a Forward Purchase Agreement dated October 10, 1990 (the "Forward Purchase Agreement") relating to the purchase on September 28, 1994 of the Dallas-Fort Worth Regional Airport, Joint Revenue Refunding Bonds, Series 1994 (the "1994 Bonds"), and WHEREAS, the Board and Merrill Lynch entered into a Remarketing Agreement dated as of October 1, 1990 for the ongoing remarketing of the 1994 Bonds which were to initially be m the Unit Pricing Mode, and WHEREAS, the Board and Dallas and Fort Worth have now determined to issue the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A (the "1994A Bonds") as fixed rate bonds and to enter into a mirror swap transaction relating to the 1994 Bonds. NOW, THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS In consideration of the Board naming Merrill Lynch as senior manager of the sale of the 1994A Bonds, Merrill Lynch hereby rescinds any and all rights of Merrill Lynch pursuant to the Forward Purchase Agreement and the Remarketing Agreement and agrees that the Board, Dallas and Fort Worth have no obl~gat~ons under such documents to Merrill Lynch, including specifically, but not limited to, the right of Merrill Lynch to purchase and remarket the 1994 Bonds and obligation of the Board, Dallas and Fort Worth to deliver the 1994 Bonds In consideration of the Board including First Boston, Lazard and Apex as Underwriters of the sale of the 1994A Bonds, First Boston, Lazard and Apex hereby rescind any and all rights as Underwriters pursuant to the Forward Purchase Agreement and agree that the Board, Dallas and Fort Worth have no obl~gat~ons under such documents to First Boston, Lazard and Apex, including specifically, but not l~m~ted to, the rights of First Boston, Lazard and Apex to purchase the 1994 Bonds and the obligation of the Board, Dallas and Fort Worth to deliver the ].994 Bonds. [The remainder of this page is ~ntent~onally left blank.] This Agreement shall be effective this day of , 1994 By• DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD Executive Director By• (SEAL) ATTEST City Secretary APPROVED AS TO FORM City Attorney CITY OF DALLAS, TEXAS City Manager CITY OF FORT WORTH, TEXAS By• City Manager (SEAL) ATTEST City Secretary APPROVED AS TO FORM AND LEGALITY City Attorney MERRILL LYNCH CAPITAL MARKETS, CS FIRST BOSTON Merrill Lynch, Pierce, Fenner & Smith, Inc. By• By• WR LAZARD, LAIDLAW & MEAD, INC. APEX SECURITIES INC. By• By• EXHIBIT B DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1994A ESCROW AGREEMENT THIS DALLAS-FORT WORTH INTERNATIONAL AIRPORT SERIES 1994A ESCROW AGREEMENT, (herein, together with any amendments or supplements hereto, called the "Agreement") is entered into by and between the Cities of Dallas and Fort Worth, Texas (herein called the "Issuer"), duly organized and existing Home Rule Cities, the Dallas-Fort Worth International Airport Board (herein called the "Board") and NationsBank of Texas, N.A., as escrow agent (herein, together with any successor in such capacity, called the "Escrow Agent"), a banking corporation organized under the laws of the United States of America. WITNESSETH. WHEREAS, the Issuer has heretofore issued and there presently remain outstanding $110,750,000 Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984 maturing November 1, 1995 through November 1, 1997, both dates inclusive, November 1, 2004 and November 1, 2012, and $99,400,000 of Joint Revenue Refunding Bonds, Series 1984A maturing November 1, 1995 through November i, 1999, both dates inclusive, November 1, 2004 and November 1, 2012, the ("Refunded Obligations") and attached as Exhibit A hereto is a schedule showing the amounts due including the applicable redemption premium, on November 1, 1994, the first optional redemption date; and WHEREAS, when the firm banking arrangements have been made for the payment of principal and interest to the maturity or redemption date of the Refunded Obligations, then the Refunded Obligations shall no longer be regarded as outstanding except for the purpose of receiving payment from the funds provided for such purpose; and WHEREAS, Article 717k, Vernon's Annotated Texas Civil Statutes, authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, and any other available funds or resources, directly with one of the places of payment (paying agent) for the Refunded Obligations, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations, and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with any paying agent or trustee for the Refunded Obligations with respect to the safekeeping, investment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trustee may agree, provided that such deposits may be invested only in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, and which shall mature and/or bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment of the Refunded Obligations, and WHEREAS, NationsBank of Texas, N.A., is the paying agent for the Refunded Obligations and this Agreement constitutes an escrow agreement as authorized and permitted by said Article 717k; and WHEREAS, Article 717k provides that, after the proceedings authorizing such refunding bonds shall be approved by the Attorney General of Texas and registered by the Comptroller of Public Accounts, such refunding bonds may be sold and delivered to the purchaser thereof in order to permit the issuer, in timely manner determined by the issuer, to use the proceeds from such sale and delivery to make all or any part of said deposit; and WHEREAS, concurrently herewith the Issuer has adopted the Twenty Fifth Supplemental Concurrent Bond Ordinance (the "Ordinance") authorizing the issuance and sale of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A (the "Refunding Bonds") for the purpose, among others, of providing amounts sufficient to provide for the payment of the principal of the Refunded Obligations on November 1, 1994 and the applicable premium of two and one half percent (2.5%), and WHEREAS, the Issuer desires that, concurrently with the delivery of the Refunding Bonds to the purchasers thereof, the proceeds of the Refunding Bonds together with certain other available funds of the Issuer to be deposited with the Escrow Agent pursuant to the Ordinance, may be applied to purchase direct obligations of the United States of America hereinafter defined as the Escrowed Securities for deposit to the credit of the Escrow Fund created pursuant to the terms of this Agreement and to establish a beginning cash balance in such Escrow Fund, and WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be payable on or prior to November 1, 1994 so as to provide moneys which, together with cash balances from time to time on deposit in the Escrow Fund, will be sufficient to pay the interest on, the principal of, and the redemption premium on, the Refunded Obligations to the call date, November 1, 1994, and WHEREAS, the Escrow Agent is also a party to this Agreement to acknowledge its acceptance of the terms and provisions hereof and the receipt of its fee for such services to be performed under this Agreement; NOW, THEREFORE, in consideration of the mutual undertakings, promises and agreements herein contained and the payment of the fee of the Escrow Agent, the sufficiency of which hereby are acknowledged, and to secure the full and timely payment of principal, premium of and interest on the Refunded Obligations, the Issuer, the Board and the Escrow Agent mutually undertake, promise, and agree for themselves and their respective representatives and successors, as follows. ARTICLE I DEFINITIONS AND INTERPRETATIONS Section 1.01 Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings assigned to them below when they are used in this Agreement. "Board" means the Dallas-Fort Worth International Airport Board established by the Contract and Agreement, dated as of April 15, 1968, by and between the Issuer to develop, operate and maintain the Dallas- Fori Worth International Airport. "Board Representative" means the Executive Director, Deputy Executive Director, the Director of Finance or such other officer or employee of the Board as shall be hereafter designated as such by resolution of the Board of Directors of the Board. "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder "Escrow Agent" means NationsBank of Texas, N.A., and its successors as Escrow Agent under this Agreement. 2 "Escrow Fund" means the fund created by this Agreement to be administered by the Escrow Agent pursuant to the provisions of this Agreement. "Escrowed Securities" means the noncallable United States Treasury obligations or the State and Local Government Series obligations maturing not later than November 1, 1994 which the Escrow Agent is directed by the Board Representative to purchase with the funds deposited hereunder and any substitute securities or reinvestments all as provided in Article IV hereof. "Issuer" means the City of Dallas, Texas and the City of Fort Worth, Texas. "Pang Agents" means. with respect to the Series 1984 Bonds and Series 1984A Bonds, NationsBank of Texas, N.A., formerly NCNB Texas National Bank, formerly First RepublicBank Fort Worth, National Association, and also formerly InterFirst Bank Dallas, N.A. "Refunded Obli ations" means the Issuer's obligations more fully described in the first recital beginning on page 1 of this Agreement. "Refundine Bonds" means the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A. Section 1.02. Interpretations. The titles and headings of the articles and sections of this Agreement have been inserted for convenience and reference only and are not to be considered a part hereof and shall not in any way modify or restrict the terms hereof. This Agreement and all of the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the intended purpose of providing for the refunding of the Refunded Obligations in accordance with applicable law ARTICLE II DEPOSIT OF FUNDS Section 2.01 Deposit in the Escrow Fund. The Issuer will deposit, or cause to be deposited, in the Escrow Fund on the date of delivery of the Refunding Bonds an amount of funds in accordance with Section 5 1 of the Ordinance equal to the principal, applicable premium and interest for the six months ended November 1, 1994, on the Refunded Obligations after payment of the Paying Agent charges for the Refunded Obligations and without regard to investment or reinvestment of such funds in Escrow Securities. The Escrow Agent is hereby irrevocably directed to mail by first class mail, as soon as practicable, after receipt of such funds, a notice of redemption in accordance with the requirements of Section 3.5 of the Thirteenth and Fourteenth Supplemental Ordinances of the Issuer calling the Refunded Obligations for redemption on November 1, 1994, the first optional call date. ARTICLE III CREATION AND OPERATION OF ESCROW FUND Section 3.01. Escrow Fund. The Escrow Agent has created on its hooks a special trust fund and irrevocable escrow to be known as the Dallas-Fort Worth International Airport Series 1994A Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees to deposit to the credit of the Escrow Fund the moneys described in Section 2.01. Such moneys and the Escrowed Securities and all proceeds therefrom shall be the property of the Escrow Fund, and shall be applied only in strict conformity with the terms and conditions of this Agreement. All of the Escrowed Securities, all proceeds therefrom and all cash balances from time to time on deposit in the Escrow Fund are hereby irrevocably pledged to the payment of the principal of and interest on the Refunded Obligations, which payment shall be made by timely transfers of such amounts at such times as are provided for in Section 3.02 hereof. The balance then remaining in the Escrow Fund after making the transfer contemplated by Section 3.02 hereof representing earnings on the Escrowed Securities, if any, shall be transferred to the Interest and Sinking Fund established by the 1968 Ordinance and applied to the next interest payment with respect to the Refunding Bonds. Section 3.02. Payment of Principal, Premium and Interest. The Escrow Agent is hereby irrevocably instructed to transfer from the cash balances from time to time on deposit in the Escrow Fund to the Paying Agents, the amounts required to pay the principal of the Refunded Obligations on November 1, 1994, the applicable two and one half percent (2.5%) premium and interest thereon to such date. Section 3.03. Sufficiency of Escrow Fund. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the Paying Agents to make the payments set forth in Section 3.02 hereof, the Issuer shall timely deposit in the Escrow Fund, from lawfully available funds, additional funds in the amounts required to make such payments. Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow Agent shall not in any manner be responsible for any insufficiency of funds in the Escrow Fund or the Issuer's failure to make additional deposits thereto. Section 3.04 Trust Fund. The Escrow Agent shall hold at all times the Escrow Fund, the Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other funds and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any other assets of the Escrow Fund to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall always be maintained by the Escrow Agent as trust funds for the benefit of the holders of the Refunded Obligations; and a special account therefore shall at all times be maintained on the books of the Escrow Agent. The holders of the Refunded Obligations shall be entitled to the same preferred claim and first lien upon the Escrowed Securities, the proceeds thereof and all other assets of the Escrow Fund to which they were entitled as holders of the Refunded Obligations. The amounts received by the Escrow Agent under this Agreement shall not be considered as a banking deposit by the Issuer, and the Escrow Agent shall have no right to title with respect thereto except as a constructive trustee and Escrow Agent under the terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall not be subject to warrants, drafts or checks drawn by the Issuer or the Board or, except to the extent expressly herein provided, by the Paying Agents. Section 3.05 Security for Cash Balances. Cash balances from time to time on deposit in the Escrow Fund shall, to the extent not insured by the Federal Deposit Insurance Corporation or its successor, be continuously secured by a pledge of direct obligations of, or obligations unconditionally guaranteed by, the United States of America, having a market value at least equal to such cash balances. ARTICLE IV LIMITATION ON INVESTMENTS Section 4.01 Except as provided in Sections 4 02 and 4.03 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder Section 4.02. Investment and Reinvestments. Upon written direction of a Board Representative the Escrow Agent shall invest from time to time all or a portion of the moneys initially received hereunder in Escrowed Securities, shall reinvest cash balances representing receipts from the Escrowed Securities or hold 4 such proceeds as cash, together with other moneys or securities held in the Escrow Fund provided that the Board Representative delivers to the Escrow Agent with respect to each such transaction, an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment or reinvestment will not cause the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder in effect on the date of such investment or reinvestment, or otherwise make the interest on the Refunded Obligations subject to federal income taxation, and (b) such investment or reinvestment complies with the Constitution and laws of the State of Texas and with all relevant documents relating to the issuance of the Refunded Obligations. The Escrow Agent shall have no responsibility or liability for loss or otherwise with respect to investments made at the written direction of the Board Representative in accordance with the preceding paragraph. Section 4.03 Arbitrage. The Issuer hereby covenants and agrees that it shall never request the Escrow Agent to exercise any power hereunder or permit any part of the money in the Escrow Fund or proceeds from the sale of Escrowed Securities to be used directly or indirectly to acquire any securities or obligations if the exercise of such power or the acquisition of such securities or obligations would cause any Refunding Obligations or Refunded Obligations to be an "arbitrage bond" within the meaning of Section 148 of the Code or Section 103(c) of the Internal Revenue Code of 1954, as amended, or the regulations thereunder then in effect. ARTICLE V APPLICATION OF CASH BALANCES ,Section 5.01. In General. Except as provided in Sections 3.02 and 4.02 hereof, no withdrawals, transfers, or reinvestment shall be made of cash balances in the Escrow Fund. ARTICLE VI RECORDS AND REPORTS Section 6.01. Records. The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Escrowed Securities deposited to the Escrow Fund and all proceeds thereof, and such books shall be available for inspection at reasonable hours and under reasonable conditions by the Issuer and the holders of the Refunded Obligations. Section 6.02. Reports. For the period beginning on the date of delivery of the Refunding Bonds and ending on November 1, 1994, the Escrow Agent shall prepare and send to the Issuer and to the Board, within thirty (30) days following the end of such period a written report summarizing all transactions relating to the Escrow Fund during such period, including without limitation credits to the Escrow Fund as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Escrow Fund for payments on the Refunded Obligations or otherwise, together with a detailed statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of the end of such period. ARTICLE VII CONCERNING THE PAYING AGENTS AND ESCROW AGENT Section 7.01. Representations. The Escrow Agent hereby represents that it has all necessary power and authority to enter into this agreement and undertake the obligations and responsibilities imposed upon it herein, and that it will carry out all of its obligations hereunder Section 7.02. Limitation on Liability The liability of the Escrow Agent to transfer funds for the payment of the principal of and interest on the Refunded Obligations shall be limited to the proceeds of the Escrowed Securities and the cash balances from time to time on deposit in the Escrow Fund. Notwithstanding any provision contained herein to the contrary, neither the Escrow Agent nor the Paying Agents shall have any liability whatsoever for the insufficiency of funds from time to time in the Escrow Fund or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to notify the Issuer promptly of any such occurrence. The recitals herein and in the proceedings authorizing the Refunding Obligations shall be taken as the statements of the Issuer and shall not be considered as made by, or imposing any obligation or liability upon, the Escrow Agent. In its capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and provisions of this Agreement. The Escrow Agent makes no representations as to the value, conditions or sufficiency of the Escrow Fund, or any part thereof, or as to the title of the Issuer thereto, or as to the security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in respect to any of such matters. It is the intention of the parties hereto that the Escrow Agent shall never be required to use or advance its own funds or otherwise incur personal financial liability in the performance of any of its duties or the exercise of any of its rights and powers hereunder The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in good faith in any exercise of reasonable care and believed by it to be within the discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the consequences of any error of judgment; and the Escrow Agent shall not be answerable except for its own action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good faith. Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of the Issuer with respect to arrangements or contracts with others, with the Escrow Agent's sole duty hereunder being to safeguard the Escrow Fund, to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any event or contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise reasonable care and diligence, and in event of error in making such determination the Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the occurrence of any such event or contingency the Escrow Agent may request from the Issuer or any other person such reasonable additional evidence as the Escrow Agent in its discretion may deem necessary to determine any fact relating to the occurrence of such event or contingency, and in this connection may make inquiries of, and consult with, among others, the Issuer at any time. Section 7.03. Compensation. The Issuer has caused to be paid to the Escrow Agent, as a fee for performing the services hereunder and as Paying Agent/Registrar for the redemption and cancellation of the Refunded Bonds and for all expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement the sum of $20,000.00 (Twenty Thousand Dollars), the receipt and sufficiency of which are 6 hereby acknowledged by the Escrow Agent. In the event that the Escrow Agent is requested to perform any extraordinary services hereunder as Escrow Agent, the Issuer hereby agrees to pay reasonable fees to the Escrow Agent for such extraordinary services and to reimburse the Escrow Agent for all expenses incurred by the Escrow Agent in performing such extraordinary services, including counsel fees, and the Escrow Agent hereby agrees to look only to the Issuer for the payment of such fees and reimbursement of such expenses. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the Escrow Fund for any fees for its services whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for reimbursement for any of its expenses. Section 7.04 Successor Escrow Agents. If at any time the Escrow Agent or its legal successor or successors should become unable, through operation of law or otherwise, to act as escrow agent hereunder, or if its property and affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in the office of Escrow Agent hereunder In such event the Issuer, by appropriate resolution or ordinance, shall promptly appoint an Escrow Agent to fill such vacancy If no successor Escrow Agent shall have been appointed by the Issuer within 60 days, a successor may be appointed by the holders of a majority in principal amount of the Refunded Obligations then outstanding by an instrument or instruments in writing filed with the Issuer, signed by such holders or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within three months after a vacancy shall have occurred, the holder of any Refunded Obligation may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent. Any successor Escrow Agent shall be a corporation or banking association organized and doing business under the laws of the United States or the State of Texas, authorized under such laws to exercise corporate trust powers, having its principal office and place of business in the State of Texas, having a combined capital and surplus of at least 55,000,000 and subject to the supervision or examination by Federal or State authority Any successor Escrow Agent shall execute, acknowledge and deliver to the Issuer and the Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall execute and deliver an instrument transferring to such successor Escrow Agent, subject to the terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder Upon the request of any such successor Escrow Agent, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all such rights, powers and duties. The Escrow Ageni shall pay over to its successor Escrow Agent a proportional part of the Escrow Agent's fee hereunder ARTICLE VIII MISCELLANEOUS Section 8.01. Notice. Any notice, authorization, request, or demand required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by registered or certified mail, postage prepaid addressed as follows. To the Escrow Agent. NationsBank of Texas, N.A. 901 Main Street, 18th Floor Dallas, Texas 75202 Attention. Corporate Trust Department 7 To the Issuer City of Dallas, Texas 1500 Marilla Dallas, Texas 75201 Attention. City Manager City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attention. City Manager To the Board Dallas-Fort Worth International Airport Board P O Box DFW Dallas-Fort Worth International Airport, Texas 75261 Attention. Director of Finance The United States Post Office registered or certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery Any party hereto may change the address to which notices are to be delivered by giving to the other parties not less than ten (10) days prior notice thereof. Section 8.02. Termination of Responsibilities. Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow Agent shall have no further obligations or responsibilities hereunder to the Issuer, the Board, the holders of the Refunded Obligations or to any other person or persons in connection with this Agreement. Section 8.03 Binding A~*reement. This Agreement shall be binding upon the Issuer, the Board and the Escrow Agent and their respective successors and legal representatives, and shall inure solely to the benefit of the holders of the Refunded Obligations, the Issuer, the Escrow Agent and their respective successors and legal representatives. Section 8.04 Severability In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceabilityshaIl not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 8.05 Texas Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the State of Texas. 8 Section 8.06. Time of the Essence. Time shall be of the essence in the performance of obligations from time to time imposed upon the Escrow Agent by this Agreement. Dated this 1st day of June, 1994 By. (SEAL) ATTEST City Secretary APPROVED AS TO FORM. City Attorney By. (SEAL) ATTEST City Secretary APPROVED AS TO FORM AND LEGALITY City Attorney CITY OF DALLAS, TEXAS City Manager CITY OF FORT WORTH, TEXAS City Manager 9 NATIONSBANK OF TEXAS, N.A. (BANK SEAL) ATTEST By Title: By Title: 10 EXHIBIT A Amounts Due on Refunded Obligations on November 1, 1994 Series 1984 Principal Premium Interest Total $110,750,000 $2,768,750 $5,636,562.50 $119,155,31250 Series 1984A Princi al Premium Interest Total $ 99,400,000 $2,485,000 $5,399,925.00 $107,284,925.00 EXHIBIT RECISION AGREEMENT WHEREAS, the Dallas-Fort Worth International Airport Board (the "Board"), the City of Dallas, Texas ("Dallas"), the City of Fort Worth, Texas ("Fort Worth") and Merrill Lynch Capital Markets, Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") on behalf of itself and CS First Boston, successor to the First Boston Corporation ("First Boston"), WR Lazard, Laidlaw and Mead, Inc. successor to WR Lazard & Laidlaw, Inc. ("Lazard") and Apex Securities Inc. ("Apex") entered into a Forward Purchase Agreement dated October 10, 1990 (the "Forward Purchase Agreement") relating to the purchase on September 28, 1994 of the Dallas-Fort Worth Regional Airport, Joint Revenue Refunding Bonds, Series 1994 (the "1994 Bonds"); and WHEREAS, the Board and Merrill Lynch entered into a Remarketing Agreement dated as of October 1, 1990 for the ongoing remarketing of the 1994 Bonds which were to initially be in the Unit Pricing Mode, and WHEREAS, the Board and Dallas and Fort Worth have now determined to issue the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994A (the "1994A Bonds") as fixed rate bonds and to enter into a mirror swap transaction relating to the 1994 Bonds. NOW, THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS In consideration of the Board naming Merrill Lynch as senior manager of the sale of the 1994A Bonds, Merrill Lynch hereby rescinds any and all rights of Merrill Lynch pursuant to the Forward Purchase Agreement and the Remarketing Agreement and agrees that the Board, Dallas and Fort Worth have no obligations under such documents to Merrill Lynch, including specifically, but not limited to, the right of Merrill Lynch to purchase and remarket the 1994 Bonds and obligation of the Board, Dallas and Fort Worth to deliver the 1994 Bonds. In cons~derat~on of the Board including First Boston, Lazard and Apex as Underwriters of the sale of the 1994A Bonds, First Boston, Lazard and Apex hereby rescind any and all rights as Underwriters pursuant to the Forward Purchase Agreement and agree that the Board, Dallas and Fort Worth have no obligations under such documents to First Boston, Lazard and Apex, including specifically, but not limited to, the rights of First Boston, Lazard and Apex to purchase the 1994 Bonds and the obligation of the Board, Dallas and Fort Worth to deliver the 1994 Bonds. [The remainder of this page is intentionally left blank.] This Agreement shall be effective this day of , 1994 DALLAS-FORT WORTH INTERNATIONAL AIRPORT BOARD By• Executive Director By• (SEAL) ATTEST City Secretary APPROVED AS TO FORM City Attorney By• (SEAL) ATTEST City Secretary CITY OF DALLAS, TEXAS City Manager CITY OF FORT WORTH, TEXAS City Manager APPROVED AS TO FORM AND LEGALITY City Attorney MERRILL LYNCH CAPITAL MARKETS, CS FIRST BOSTON Merrill Lynch, Pierce, Fenner & Smith, Inc. By. WR LAZARD, LAIDLAW & MEAD, INC. APEX SECURITIES INC. By• By• By•