Loading...
HomeMy WebLinkAboutOrdinance 11292TWENTY THIRD SUPPLEMENTAL ~"~. REGIONAL AIRPORT CONCURRENT BOND ORDINANCE ~/~ ~.,~ Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE REFUNDING BONDS Series 1993 Passed by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTS i, TEXAS Dated as of February 1, 1993 ~~~'s~,~~ ~E~ORD ~~ ~,, ~~z y1~ i •L :.~~Lfl ~r c CITY OF DAI.IA.S ORDINANCE NO. CITY OF FORT WORTH ORDINANCE NO. ~.~/ An ordinance passed concurrently by the City Councils, respectivety, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1993 for the purpose of refunding S199,215,000 of Joint Revenue Construction and Refunding Bonds, Series 1977 maturing November 1, 1993, November 1, 1994, November 1, 1995, November 1, 1996 and November 1, 2002; 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 DaNas-Fort Worth Regional Airport Joint Revenue Bonds heretofore or hereaher 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; providing for the deposit of the proceeds of the Series 1993 Bonds into certain funds and into special escrow funds established hereby for the benefit of certain of the said bonds being refunded; calling said bonds being refunded for optional redemption on May 1, 1992 and directing that due observance of the covenants herein cotttained be made by the Board; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergent' 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 subsequentty 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 WI~REAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such series of bonds for such purposes; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this 1993 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 1993 Ordinance is an emergency ~~ measure and shall be effective as to each City respectively upon nts adoption by its City ~ ~ ~+~ meetings were open to the public as required by law; and that public notices of the time, pl~ce att' of said meetings were given as required by Article 6252-17, V.A.T.GS., as amended. ~ ~~ ~~~~~~'~~~ 'T'WENTY THIRD SUPPLEMENTAL ORDINANCE NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS. NOW, THEREFORE, BE IT ORDAINED BY TI-TE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS. ARTICLE I TITLE, PREAMBLES AND RATIFICATION Section 1 1. Short Title. This 1993 Ordinance maybe cited by the short title, "'I\venty Third Supplemental Regional Airport Concurrent Bond Ordinance.' Section 1 2 Adoption of Preambles All of the declarations and findings contained in the preambles of this 1993 Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this 1943 Ordinance. Section 1.3. Ratification. All action heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the bonds herein authorized is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 21 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 1993 Ordinance as if repeated in full herein. Section 22 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 1993 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 1943 Bond authorized by Article III of this 1993 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. r. n '1977 ORDINANCE" shall mean and refer to the Eighth Supplemental Regional Airpo ~~n~~tt ~E~Qi~D Bond Ordinance passed by the City Councils of the Cities on August 30 and 31, 1977 ~~~ ~- ~~C~~TARY TWENTY THIRD SUPPLEMENTAL ORDINANCE '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 'Itvelfth 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 'I~ventieth Supplemental Regional Airpott Concurrent Bond Ordinance passed by the City Councils of the Cities on October 8 and 9, 1991. "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 'I~venty 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 this Twenty Third Supplement Regional Airport Concurrent Bond Ordinance. '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. 'OUTSTANDING BONDS" shall mean the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance, the 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 Ordinanee, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance, the Dallas-Fort Worth Regional Airport _ Refunding Bonds, Series 1992B, authorized by the 1992B Ordinance, the Dallas-Fort Worth Rle~ $ C~ ~~ CITY ~~C~~TARY 3 ~Te ~lORTN, T~. r~~ TWENTY THIRD SUPPLEMENTAL ORDINANCE Joint Revenue Bonds, Series 1992C, authorized by the 1992C Ordinance and the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1993, authorized by the 1993 Ordinance and shall also mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, heretofore authorized by the 1994 Ordinance once such series of Bonds are delivered and outstanding. "PAYII~IG AGENT/REGISTRAR" shall mean NationsBank of Texas, N.A., with respect to the Series 1993 Bonds or any successor appointed pursuant to the provisions of Section 3.4 hereof. "REFUNDIIVG 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 1977 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "SERIFS 1978 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1918, authorized by the 1978 Ordinance. "SERIES 1984 BONDS" shall mean the Dailas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1984, authorized by the 1984 Ordinance. "SERIFS 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. "SERIFS 1987 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1987, authorized by the 1987 Ordinance. "SERIFS 1991 BONDS' shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991, authorized by the 1991 Ordinance. "SERIFS 1991A BONDS" shalll mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1991A, authorized by the 1991A Ordinance. "SERIFS 1992 BONDS' shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992, authorized by the 1992 Ordinance. "SERIFS 1992A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1992A, authorized by the 1992A Ordinance. "SERIFS 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 1992C, authorized by the 1992C Ordinance. 'SERIES 1993 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1993, authorized by this 1993 Ordinance, including the Initial Bond. "SERIFS 1994 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1994, authorized by the 1994 Ordinance. ~ ~~~~~~~~L i~~~~R~ i 4 ~~~ ~~~R~~'ARY ~~. ~NORTR, TAX. TWENTY THIRD SUPPLEMENTAL ORDINANCE 'UNDERWRTI'ING AGREEMENT shall mean the Underwriting Agreement hereafter entered into as contemplated and authorized in Article III of this 1993 Ordinance. ARTICLE III THE BONDS Section 3.1 Authorization. So as to protect the public safety and in order to promote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and direct the issuance of the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1993, in the aggregate principal amount to be determined as hereinafter provided, pursuant to the provisions of Article 46d, Article 1269j•5.1, Article 717k and Article 717q V.AT C.S., as amended, for the purpose of obtaining funds required to refund 5199,215,000 of the Series 1977 Bonds maturing on November 1, 1993, November 1, 1994, November 1,1995, November 1, 1996 and November 1, 2002 or such as is then outstanding in the event such initial delivery shall occur after a scheduled maturity or sinking fund installment date with respect thereto (the "Refunded Bonds"), now outstanding representing all of the outstanding Series 1977 Bonds after the application of $12,870,000 in sinking funds to the purchase or redemption of S13,215,000 of Series 1977 Bonds maturing November 1, 2002. It is hereby officially found and determined that the proceeds of the Series 1993 Bonds will be sufficient to provide funds to pay the principal of all of the Refunded Bonds, the applicable redemption premium, if any, and the interest thereon to the date of such refunding in accordance with the provisions of the 1977 Ordinance. The Series 1993 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 Denominatwns, Number, Maturuy, 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 February 1, 1993, in the denomination and aggregate maximum principal amount of 5210,000,000, 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 INTI'IAL BOND set forth in this 1993 Ordinance, and as provide in this 1993 Ordinance, but with the final installment of principal (the maximum term) to be not later than November 1, 2002 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 1993 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 1993 Bonds and the refunding of the bonds to be refunded. 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%n of the initial aggregate principal amount thereof with a maximum Underwriter's discount of six tenths of one percent (.6%), and no installment of principal of the Initial Bond shall bear interest at a rate greater than 6% per annum. It is fort f ~ however, that, notwithstanding the foregoing provisions, the Initial Bond shall not be delivered unl~~~e ~~~~~® refunding of the Refunded Bonds will result in a reduction of at least S5.0 million in total ese t value ~ ~~~~' ~~C4~TARY TWENTY THIRD SUPPLEMENTAL ORDINANCE 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 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 agenry for municipal securities in one of the four highest rating categories for long term obligations, as required by Vernon's Ann. Teat. Civ St. Article 717q, as amended. G The City Managers are authorized to fiat 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 Manager The City Managers also shall determine, when, the Refunded Bonds shall be redeemed prior to maturity, and any such Refunded Bonds shall be called for redemption prior to maturity to the extent and in the manner as hereinafter provided in this 1993 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 1NITIAL BOND set forth in this 1993 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 August 31, 1993, the delegation to the City Managers pursuant to this 1993 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 1993 Ordinance, and with interest rates as fixed by the City Managers in this 1993 Ordinance, and as set forth in the Underwriting Agreement, with the first interest payment date to be November 1, 1993 or such later date as determined by the City Managers and evidenced by the date actually inserted as such in the executed Initial Bond. Section 3.4. Paying Agent/Registrar A. The Cities shall keep or cause to be kept initially at the office of NationsBank of Texas, N.A. in Fort Worth, Texas, or such other bank, trust mmpany, financial institution or other agenry 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 1993 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 prescn'be; and the Paying AgentlRegistrar 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 1993 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 1993 Bond may be transferred in the Registration Books only upon presentation and surrender of such bond to the Paying Agent/Registrarfcr transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satis€actocy..tQ the PayingAgent/Registrar, evidencing the assignment of the bond, or any portion thereof in any fnt~lti~~?-D 1 ~~Tu ~~~ s~'~RY 6 TWENTY THIRD SUPPLEMENTAL ORDINANCE of S5,000, 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 1993 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 1993 Bond shall be registered in the Registration Books at any time shall be treated as the absolute owner thereof for all purposes of this 1993 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. G 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 1993 Bonds, and to act as its agent to exchange or replace Series 1993 Bonds, all as provided in this 1993 Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Cities and the Paying Agent/Registrar with respect to the Series 1993 Bonds, and of all exchanges of such bonds, and all replacements of such bonds, as provided in this 1993 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 1993 Bonds to be transferred or exchanged, together with the written instrument of transfer or request for exchange duly executed by the holder or his duly authorized agent, in form satisfactory to the Paying AgentlRegistrar D. Each Series 1993 Bond may be exchanged for fully registered bonds in the manner set forth herein. Each bond issued and delivered pursuant to this 1993 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 A.gent/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 AgentlRegistrar, 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 1993 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 1993 Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee or assignees, as the case may be. )'f a portion of any Series 1993 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 S5,000 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 1993 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 1993 Bonds as provided herein, and each fully registered bond or bonds delivered in exchange for or replacement of any Series 1993 Bond or portion thereof as permitted or required by any provision of this 1993 Ordinance shall constitute one of the Series 1993 Bonds for all purposes of this 1993 Ordinance, and may again be exchanged or replaced. It is specifically provided, however, that any Series 1993 Bond delivered in exchange for or replacement of another Series 1993 Bond prior to the fast scheduled interest payment date on the Series 1993 Bonds (as stated on the face thereof) shall be dated February 1, 1993, 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 iss~t` e~~ and ~I~ SECR~1'ARY ~T. ~ORT~1, TEJ~. TWENTY THIRD SUPPLEMENTAL ORDINANCE for or replacement of any Series 1993 Bond or Bonds issued under this 1993 Ordinance there shall be printed thereon a Paying AgentlRegistrar'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 1993 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 1993 Bond or portion thereof, and the Paying Agent/Registrarshxll provide fot 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 1993 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 1993 Bonds which originalty were delivered pursuant to this 1993 Ordinance, approved by the Attorney General, and registered by the Comptroller of Public Accounts. E. All Series 1993 Bonds issued in exchange or replacement of any other Series 1993 Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Series 1993 Bonds to be payable oNy to the registered owners thereof, (ii) may be transferred and assigned, (iii) may be exchanged for other Series 1993 Bonds, (iv) shall have the characteristics, (v) shall be signed and sealed, and (vi) the principal of and interest on the Series 1993 Bonds shall be payable, all as provided, and in the manner required or indicated, in the Form of Bond set forth in this 1993 Ordinance. If any of the officers who shall have signed or sealed any of the Series 1993 Bonds or whose facsimile signature shall be upon the Series 1993 Bonds shall cease to be such officer of the Cities before the Series 1993 Bond so signed and sealed shall have been authenticated by the Paying Agent/Registrar ordelivered, such Series 1993 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 1993 Bonds or whose facsimile signature shall be upon the Series 1993 Bonds had not ceased to be such officer of the Cities; and any such Series 1993 Bond may be signed and seated on behalf of the Cities by those persons who, at the actual date of the execution of such Series 1993 Bonds, shall be the proper officers of the Cities, although at the date of such Series 1993 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 1993 Bonds, but the registered owner of any Series 1993 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 1993 Bonds that they will (i) pay the reasonable and standard or customary fees and charges of the Paying Agent/Registrarfcr its services with respect to the payment the principal of and interest on the Series 1993 Bonds, when due, and (ii) pay the fees and charges of the Paying AgentlRegistrar for services with respect to the transfer, exchange or registration of Series 1993 Bonds solely to the extent above provided. G. The Cities covenant with the registered owners of the Series 1993 Bonds that at all times while the Series 1993 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 1993 Bonds under this 1993 Ordinance, and that the Paying Agent/Registrar will be one entity. The Cities reserve the right to, at its option, change the Paying AgentlRegistrar 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 shalt be a corporation organized and doing business under the laws of the United States of America or of any state, authorized ender such laws to exercise trust powers, subject to supervision or examination by federal or state authority, and whose qualifications substantially p%e~~ I (j RECORD $ I C11Y S€CRfTARY fT, tNORTH. rFx_ TWENTY THIRD SUPPLEMENTAL ORDINANCE the previous Paying Agent/Registrar to act as Paying AgentlRegistrar under this 1993 Ordinance. Upon any change in the Paying Agent/Regisirar, the previous Paying AgentlRegistrar promptly shall transfer and deliver the Registration Books (or a Dopy thereof), along with all other pertinent books and records relating to the Series 1993 Bonds, to the new Paying Agent/Registrar designated and appointed by the Cities. Upon any change in the Paying AgentJRegistrar, the Cities promptly will cause a written notice thereof to be sent by the new PayingAgent/Registrar to each registered owner of the Series 1993 Bonds, by United States Mail, postage prepaid, which notice also shall give the address of the new Paying Agent/Regisirar By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this 1993 Ordinance, and a certified copy of this 1993 Ordinance shall be delivered to each Paying Agent/Registrar H. The Series 1993 Bonds issued in exchange for the Series 1993 Bonds initially issued to the purchaser specified herein shall be issued in the form of a separate single fully registered Series 1993 Bond for each of the maturities thereof: The Board is hereby authorized to enter into a representation letter with respect to establishing abook-entry only system for the Series 1993 Bonds. After initial issuance, the ownership of each such Series 1993 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 1993 Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to the Series 1993 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 1993 Bonds. Notwithstanding any other provision of this Series 1993 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 1993 Bond for the purpose of payment of principal, premium, if any, and interest, as the case may be, with respect to such Series 1993 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 1993 Bond, for the purpose of registering transfers with respect to such Series 1993 Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, if any, and interest on the Series 1993 Bonds only to or upon the order of the respective registered owners, as shown in the Registration Books as provided in the Series 1993 Ordinance, or their respective attorneys duty 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 1993 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 1993 Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the egect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Series 1993 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 1993 Ordinance shall refer to such new nominee of DTG 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 1993 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 1993 Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Series 1993 Bonds and transfer one or mo e ~Jf~~~ ~~~io~~ 9 ~;o~ ~~~~~~r~~~ TWENTY THIItD SUPPLEMENTAL ORDINANCE Series 1993 Bonds to DTC Participants having Series 1993 Bonds credited to their DTC accounts. In such event, the Series 1943 Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names registered owners transferring or exchanging Series 1993 Bonds shall designate, in accordance with the provisions of this Series 1943 Ordinance. J. Notwithstanding any other provision of this Series 1993 Ordinance to the contrary, so long as any Series 1993 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 1993 Bond .and all notices with respect to such Series 1993 Bond shall be made and given, respectively, in the manner provided in the representation letter of the Board to DTG Section .~.5. Prior Redemption. The Series 1993 Bonds shall not be redeemable at the election of the Cities prior to maturity. Section 3.6~ Forms. A. The form of the Initial Bond shall be substantially as follows, with such changes, deletions, or additions as shall be required or permitted in accordance with law, this 1993 Ordinance, and the Underwriting Agreement. 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 1993 Dated: February 1, 1993 MATURITY DATE IN'T'EREST RATE as shown below as shown below Registered Owner Principal Amount: On the Maturity Date specified below, the Cities of Dallas and Fort Worth (herein collectively called the "Cities") municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to the Registered Owner shown above, or to the registered assignee hereof (either being hereinafter called the "registered owner") solely fiom 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 19_, and semiannually on each November 1 and May 1 thereafter. MATURITY PRINCIPAL INTEREST DATE AMOUNT RATE ~ ~i ~ l RECORD '; ~~'~ ~ECRE~~R~ to ; ~~ ~. ~~~OR~M, ~~.. TWENTY THIRD SUPPLEMENTAL ORDINANCE The installments of principal of and interest oa 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 not be redeemable at the election of the Cities prior to maturity. 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 S ,issued by the Cities for the purpose of refunding certain of the Bonds previousty issued and outstanding pursuant to the 'Ilventy Third Supplemental Regional Airport Concurrent Bond Ordinance (the "Ihventy Third 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.-~tade.~so • P tom Ordinance, as supplemented, and the ordinance authorizing this series of bonds for the detf~~f i~Lti~~D 11 ~~ ~ECRf~'ARY `' x`~~ ~~, SEX. TWENTY THIRD SUPPLEMENTAL ORDINANCE 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/Ilths 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 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 55,000. As provided in the Twenty Third 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 maybe, having the same maturity date, and bearing interest at the same rate, in any denomination or denominations in any integral multiple of S5,000 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 S5,000 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 AgentJRegistrar 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 an rtion or rtions thereof, the fees and charges of the Paying.Agent/Registrar; ; Y Po Po 's f ~' 12 :;~j ~ ~~~~~~~~ e 7 7 FJ ~ F i N, p ~p~" 'I~VEN'I'Y THIRD SUPPLEMENTAL ORDINANCE the Cities, but any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transferor 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 appiy 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, respectivety, 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 Third Supplemental Regional Airport Concurrent Bond Ordinance. In the event any Paying Agent/Registrar for the bonds is changed by the Cities, resigns or otherwise ceases to act as such, the Cities have covenanted in the Twenty Third 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 pose 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. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has posed 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 Director of Finance and City Secretary, and the City Council of the City of Fort Worth, Texas has posed 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 COUNTIItSIGNID: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas 13 Mayor, City of Dallas, Texas ~~~~dCi~! ~~CORD, '~a~ ~ ~~C~~~T~P~' ! '~T ~=FORTH, T€X. 'T'WENTY THIItD SUPPLEMENTAL ORDINANCE COi:fN1'ERSIGNID: City Secretary, City of Fort Worth, Texas APPROVID AS TO FORM AND LEGAII'IY: City Attorney, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas 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 ap code of Transferee) the within Bond and all rights thereunder, and hereby irrevocabty 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 14 any change whatsoever. i ~ OEF10~~~ ~EGOQD E~~~'~ ~cC~E~'~RY :'~0~~~l, ~E~. TWENTY THIRD 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. PJITNESS MY HAND and seal of office at Austin, Texas Comptroller of Public Accounts of the State of Texas (Seal) ~~~4 ~~i,~l ~~~Q~~ 9 ~ ti J5,31:1L ~ a.4 `'~~161~~ ~~3.J1~ is TWENTY THIRD SUPPLEMENTAL ORDINANCE B. The form of all Series 1993 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 1993 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 1993 Dated: February 1, 19'43 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 , 1993, 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 , 1993, 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 AgentlRegistrar 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 AgentlRegistrar by United States mail, postage prepaid, on each such interest payment date, to the registered owner hereof at its address as it appears r, on the Registration Books kept by the Paying Agent/Registrar, as hereinafter descn'bed or, in lieu... , -p~y~ent~r~ p~ by check, by such other method, separately agreed to in writing by the Paying AgentlRegistrar and~~i~'^li~er'°~i'~'t ~~'~ ".~,~~ CRY i~ 3 -s.i9d ~@~ 16 y j , ~, 'et~R v~a.jq YKd~. TWENTY THIRD SUPPLEMENTAL ORDINANCE hereof with the risk and expense thereof to be home solely by the holder In the event of anon-payment of interest on one or more maturities on a scheduled payment date, and for 30 days thereafter, a new Record Date for such Interest payment for such maturity or maturities (a 'Special Record Date') will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the 'Special Payment Date' which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special. Record Date by United States mail, first class, postage prepaid, to the address of each holder of a. bond of such maturity or maturities appearing on the books of the Paying 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, solety 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 not be redeemable at the election of the Cities prior to maturity ' 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 Third Supplemental Regional Airport Concurrent Bond Ordinance (the'I~venty Third 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 ~....~- r individual liability shat! ever exceed in the case of Dallas 7/llths of the total amount thereof, and init~e~,~~ ~~~~i of Fort Worth 4/llths of the total amount thereof, and, except as otherwise provided in the 1968 Ordinance, _a j~ 1 `~-13 i~ °~~°'~ fi Yl ~ :, i 1 .:.. ~ ~iQ i 8•R 9iisf i I~+7 ;~~ -C 9>r4C+~ p 17 TWENTY THIRD SUPPLEMENTAL ORDIIVANCE such sums shall be payable and collectable solety 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 Ordinance, the obligations of the Cities to levy and mllect 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 Third 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 S5,000 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 55,000 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. T'he 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 AgentlRegistrar 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 AgentlRegistrar 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 Third Supplemental Ordinance that they promptly will appoint a competent and legally qualified substitute therefor, whose qualifications7substaptial~r~~R~ 18 -~= 1~~a~~~~~~RY i ,, ~ y .,s.~;;o , , 1 6 ,~r ~1}'~'~ TWENTY THIRD SUPPLEMENTAL ORDINANCE are similar to the previous Paying Agent/Registrar it is replacing, and promptty will cause written notice thereof to be mailed to the registered owners of the bonds. * 13y 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. IN V~J][TNESS 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 Duector of Finance and City Secretary; and the City Counsel 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 iu City Secretary, and approved as to form and legality by its City Attorney. COLnVTERSIGNID: Director of Finance, City of Dallas, Texas City Secretary, City of Dallas, Texas COUNI~RSIGNED: City Secretary, Ciry 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 I9 5, a~~7 ~}3'~1. 17110 ~ +~:..iJ.~ i i ~' y^•7 ~~ .. ~'~SitFt, ~~. . TWENTY THIItD SUPPLEMENTAL ORDINANCE FORM OF PAYIIVG AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYII~IG 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 AgentlRegistrar BY Authorized Signature °~~f~~lA~ ~ECORQ ~~~~' s~r~t~'~1~Y 20 ~~ ~'~L~~~9 T~~. TWENTY THIRD 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 of 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. OFF9CIAt RECORD 21 ~~T~ cEGRETARY ~ `.'d~R~R, SEX. TWENTY THIRD SUPPLEMENTAL ORDINANCE ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1993 BONDS AND RELATED DOCUMENTS Section 4.1 Method of Ezecutron. Each of the Series 1993 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 Director of Finance 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 1993 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 1993 Bonds shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.AT C.S., as amended. Section 4.2 Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1993 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 instrumenu 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 1993 Bonds initially issued the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall manually sign the Comptroller's Registration Certificate accompanying the Series 1993 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 Duector 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 Approval Richard S. Williams is hereby appointed to be the designated Hearing Officer for a public hearing relating to the Series 1993 Bonds to be held for purposes of satisfying Section 147 of the Code and the Mayors are hereby authorized to approve the issuance of the Bonds and the use of the proceeds thereof for the purpose of satisfying the requirements of Section 147 of the Code. B. Approval ojCredit Agreements. The Board is hereby authorized to enter into from time to time while the Series 1993 Bonds are outstanding credit agreements relating to the Series 1993 Bonds in accordance with Article 717q V.AT C.S., as amended. Any amounts due and owing by the Board under such credit agreements shall be Operation and Maintenance Expenses payable solely from the Operating Revenue and Expense Fund in accordance with the flow of funds and order of priorities established by Section 7.3 of the 1968 Ordinance. C. Escrow Agreement and Call of Refunded Bonds. The Escrow Agreement in substantially the form attached hereto and made a part hereof as Exhibit B is hereby accepted, approved and authorized to be executed and delivered in such 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 Agreement. Such Agreement shall be executed on behalf of the City of Dallas by the City Manager, with its corporate seal impressed thereon, and approved as to form by the City Attorney. Such Agreement shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form and legality by the City Attorney. The Refunded Bonds are hereby called for option redemption on May 1, 1993 or the 5rst such later date as will meet the publication requirements of the 1977 Ordinance (the'Redemption Date"), as determined by the City Managers, as contemplated by this 1993 Ordinance. The Executive Director is here authorized and duetted to issue and publish notices of such redemption as required by the 1977 Ordinar~~~~~,~~~ ~ECO~D aQ~ ~C~tTARY ~ = ~ `~~RTN, Tf~. TWENTY THIRD SUPPLEMENTAL ORDINANCE ARTICLE V DISPOSITION OF BOND PROCEEDS Section S.1 Disposition of Bond Proceeds. The proceeds from the sale of the Series 1993 Bonds, together with available funds herein provided, shall be applied on the date of delivery of the 1993 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 1993 Special Escrow Fund created and established with said bank in accordance with the terms of the Dallas-Fort Worth International Airport Series 1993 Escrow Agreement dated as of February 1,1993 (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) a portion of the amount received as a result of the initial delivery of the Series 1993 Bonds, which amount, together with the amount described in (i) above, will be sufficient 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; (iii) to the Interest and Sinking Fund the amount received representing the accrued interest, if any, received from the purchasers of the Series 1993 Bonds to be applied to the next interest payment on the Series 1993 Bonds; and (iv) any remaining funds shall be applied to pay costs of issuance including the bond insurance premium, if applicable. Section 5.2 Reserve Fund. In accordance with the requirements of the 1976 Ordinance it is hereby found ' and determined that the amount in the Reserve Fund is greater than or equal to not less than the average total annual deposits required for the payment of the principal of and interest on the Series 1993 Bonds and the Outstanding Bonds. No additional deposit to the Reserve Fund is required to be made from the proceeds of the Series 1993 Bonds. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES, PLEDGE, INTEREST AND SINII~NG FUND Section 6.1 Adoption. The Series 1993 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 1993 Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2, 7 4 and 7.5 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1993 Bonds and all Bonds currently outstanding for all purposes, except to the extent hereinafter specifically modified or supplemented. Section f 2 Pledge. The principal of and the interest on the Series 1993 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 1993 Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section Q3. Interest and SinldngFund In addition to all other amounts required by the 1977 Ordinance, 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 and the 1994 Ordinance, so long as any of the Series 1993 Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amount of the accrued interest, if any, received from the purchasers of the Series 1993 Bonds) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit in the Interest and Sialing Fund: d ~~~~~+~~~ ~~~+C~D ~e CR M~~lli~ SlNl1a 'TWENTY THIRD SUPPLEMENTAL ORDINANCE A. beginning on the first day of the month immediatety following the date of delivery of the Series 1993 Bonds or on the date of delivery of the Series 1993 Bonds if such date of delivery so 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 1993 Bonds on the next May 1 or November 1 on which interest on the Series 1993 Bonds shall be due and. payable by April 1 or October 1, respectivety, and thereafter in equal monthly installments an amount necessary to provide 116th of the amount of interest to become due on the Series 1993 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 1993 Bonds or on the date of delivery of the Series 1993 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 1993 Bonds maturing on November 1, 1993 by October 1, 1993, after taking into account amounu previously collected with respect to the principal of the Refunded Bonds, if any, which will be available for payment of the Series 1993 Bonds maturing November 1,1993 and thereafter beginning on October 1, 1993 for the Series 1993 Bonds maturing November 1, 1994 to November 1, 2002, both inclusive, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1993 Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1994, through September 30, 2002; and Section 6~4. Transfers to Paying 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 1993 Bonds to the Paying Agent/Registrar on the applicable due dates and redemption dates in immediately available funds. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS Section 7.1 Use of Bond Proceeds. A. The Cities covenant to and with the purchasers of the Series 1993 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 reasonabty 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 compty 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 1993 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 1993 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(x) of the Code, with respect to any Series 1993 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 1993 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 1993 Bonds that the facilities financed or to be financed with the proceeds of the Refunded Bonds have or will have a remaining ~~lClAL R~CO~D ~, ~ CIT~f S~C~~TA~Y `~Te ~fQ~T~, T. TWENTY THIRD SUPPLEMENTAL ORDINANCE expected economic IIfe of at least 84 percent of the average maturity of the Series 1993 Bonds determined under Section 147(b) of the Code. Section 7.2 Covenant Not to Impair The Cities covenant that the Dallas-Fort Worth Regional Airport Use Agreement, entered into between the Board and 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, 1472, 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 1993 Bonds. Section 7.3. Observance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, compty with and carry out the terms and provisions of this 1993 Ordinance. Section 7 4. Damaged, Mutilated, Lost, Stolen or Destroyed Bonds. A In the event any outstanding Series 1943 Bond is damaged, mutilated, lost, stolen or destroyed, the Paying AgentlRegistrar 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 1993 Bond, in replacement for such Series 1993 Bond in the manner hereinafter provided. B. Application for replacement of damaged, mutilated, lost, stolen or destroyed Series 1993 Bonds shall be made to the Paying AgentlRegistrar In every case of loss, theft or destruction of a Series 1993 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 deswction of a Series 1993 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 1993 Bond, as the case may be. In every case of damage or mutilation of a Series 1993 Bond, the applicant shall surrender to the Paying AgentlRegistrar for cancellation the Series 1993 Bond so damaged or mutilated C. Notwithstanding the foregoing provisions of this Section, in the event any such Series 1993 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 1993 Bond, the Cities may 'authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Series 1993 Bond) instead of issuing a replacement Series 1993 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 1993 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 1993 Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Cities whether or not the lost, stolen or destroyed Series 1993 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this 1993 Ordinance equally and proportionately with any and all other Series 1993 Bonds duly issued under this 1993 Ordinance. 13 In accordance wiW Section 6 of Art. ?17k-6, V.AT.C.S., as amended, this Section of this 1993 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 AgentJRegistrar, 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 1993 Ordinance for Series 1993 Bonds issued in exchange for other Series 1993 Bonds. rx~ ~ ~~u ~~~r~~~ ZS ~-+ ~ 6r j~~ r ~ :~7i ~ At. ~ ~~. r TWENTY THIRD SUPPLEMENTAL ORDINANCE Section 7.5. Bond lnsurancG The Series 1993 Bonds have been offered with a commitment for bond insurance provided by Municipal Bond Investors Assurance Corporation ("IV~IA7 with the bond insurance to be evidenced by the then current legal form of the Municipal Bond New Issue Insurance Policy (the 'Polio'). The Cities have sold the Series 1993 Bonds based on such Commitment. In accordance with the terms and conditions applicable to the Policy provided by MBIA, the Cities covenant and agree that notwithstanding the provisions of Section 11.1 of the 1968 Ordinance, any amendment or modification to the 1993 Ordinance shall be subject to the prior written consent of MBIA which shall not be unreasonably withheld. For the purposes of Section 11.1 of the 1986 Ordinance MBIA shall be treated as the Holder of the Series 1993 Bonds with respect to consent to any amendments thereunder In addition, MBIA shall be provided by the Board with all proceedings relating to any amendment or modification to the 1993 Ordinance. ARTICLE VIII AMENDI~~NTS TO ORDINANCE Section 8.01 .Amendments. This 1993 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 COL'rNTERPARTS Section 9.1 Ordinance Irrepealable. After any of the Series 1993 Bonds shall be issued, this 1993 Ordinance shall constitute a contract between the Cities and the owner or owners of the Series 1993 Bonds from time to time outstanding, and this 1993 Ordinance shall be and remain irrepealable until the Series 1993 Bonds and the interest thereon shall be fully paid, pnceled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2 Severability. If any Section, paragraph, clause or provision of this 1993 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 1993 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 1993 Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. Section 9.3. Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency Sectrvn 9 4. Co+unrerpans This 1993 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. OFFICIAL RECORD ~I~ ~~'CRF~~14Y z6 'I'VVENI'Y THIRD SUPPLEMENTAL ORDINANCE APPROVID AND ADOPTED BY THE DALLAS CITY COUNCII. THIS ,1993. APPROYID AS TO FORM: City Attorney, City of Dallas, Texas PASSED APRII.13, 1993 ayor, Ci f Fort Worth, T (SEAT.) ATTF,S'1: City Secretay, City of Fort Worth, Texas APPROVID AS TO FO AND LEGALITY: r City Attorney, City of Fort Worth, Texas 27 ~~~_~~>;~. ~GORD ~ ..~~~ ~~~~~i~RY y~SS: ii?, e ~ -- .~.,. TWENTY THIRD 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, , 1993, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1993 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 Vernon's Ann. Texas Civ St. Article 6252-17, as amended. WTTNFSS MY HAND and seal of the City of Dallas, Texas, this day of , 1993. City Secretary, City of Dallas, Texas (SEAL) THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, Alice Church, City Secretary of the City of Fort Worth, Texas, do hereby certify 1. That the above and foregoing is a true and correct copy of an Ordinance, duly presented and passed by the City Council of the City of Fort Worth; Texas, at a regular meeting held on April 13, 1993, 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 Vernon's Ann. Texas Civ St. Article 6252-17, as amended. V/TINESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this 13th day of April, 1993. ~~i~. ~ ~~~.,G~~Lt_~ City Secretary, City of Fort Worth, Texas (SEAL) 2S r 1 gy ~®ti~~4~ ? .,,i,, . ~.~~.~~t~: Y~~ S . t ~,JS~a~ ~~a~.