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OR 97-813 Waterworks & Sewer System Revenue Bonds, $9,100,000 CERTIFICATE FOR ORDINANCE 97813 THE STATE OF TEXAS § COUNTIES OF DALLAS AND DENTON § CITY OF COPPELL § We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 28TH DAY OF OCTOBER, 1997, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Candy Sheehan, Mayor Marsha Tunnell, Mayor Pro Tem Norman Alexander Chuck Sturges Danny Watson Lanny Mayo Larry Wheeler Bill York Kathleen Roach, City Secretary and all of said persons were present, except the following absentees: thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: awritten ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 1997, APPROVING AN OFFICIAL STATE- MENT, AUTHORIZING THE EXECUTION OF A PURCHASE CONTRACT AND THE EXECUTION OF AN ESCROW AGREEMENT, AND MAKING PROVISIONS FOR THE SECURITY THEREOF, AND ORDAINING OTHER MATTERS RELAT- ING TO THE SUBJECT was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion carrying with it the passage of said Ordinance, prevailed and carried by the following vote: AYES: All members of said City Council shown present above voted "Aye". NOES: None 2. That a true, full and correct copy of the aforesaid Ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council' s minutes of said Meeting pertaining to the passage of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. 3. That the Mayor of said City has approved and hereby approves the aforesaid Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED the 28th day of October, 1997. C ayor SEAL ORDINANCE NO. 97813 AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BONDS, SERIES 1997, APPROVING AN OFFICIAL STATE- MENT, AUTHORIZING THE EXECUTION OF A PURCHASE CONTRACT AND THE EXECUTION OF AN ESCROW AGREEMENT, AND MAKING PROVISIONS FOR THE SECURITY THEREOF, AND ORDAINING OTHER MATTERS RELAT- ING TO TIlE SUBJECT THE STATE OF TEXAS § COUNTIES OF DALLAS AND DENTON § CITY OF COPPELL § WHEREAS, the following revenue bonds of the City of Coppell are presently outstanding: City of Coppell, Texas Waterworks and Sewer System Revenue Bonds, Series 1991, dated May 1, 1991, maturities 9/1/98 through 9/1/07, in the aggregate principal mount of $1,850,000 (the "Series 1991 Bonds" or "Outstanding Bonds"); City of Coppell, Texas Waterworks and Sewer System Revenue Bonds, Series 1992, dated September 1, 1992, maturities 9/1/98 through 9/1/08, in the aggregate principal amount of $1,565,000 (the "Series 1992 Bonds" or "Outstanding Bonds"); City of Coppell, Texas Waterworks and Sewer System Revenue Bonds, Series 1995, dated February 1, 1995, maturities 9/1/98 through 9/1/14, in the aggregate principal mount of $6,510,000 (the "Series 1995 Bonds" or "Outstanding Bonds"); WHEREAS, the Issuer now desires to refund maturities 2003 through 2007 of the Series 1991 Bonds in the principal mount of $1,075,000; maturities 2005 through 2008 of the Series 1992 Bonds in the principal amount of $730,000, and maturities 2009 through 2014 of the Series 1995 Bonds in the principal amount of $3,150,000, for a total aggregate amount of $4,955,000 (the "Refunded Bonds"); and WHEREAS, the City Council of the Issuer deems it advisable to refund the Refunded Bonds in order to achieve a gross savings of approximately $355,559.06 and a present value savings of $133,182.78; and WHEREAS, Article 717k, V.A.T.C.S. authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other available funds or resources, directly with a place of payment (paying agent) for the Refunded Bonds, and such deposit, if made before such payment dates, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, Article 717k further authorizes the Issuer to enter into an escrow agreement with the paying agent for the Refunded Bonds with respect to the safekeeping, invesunent, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent may agree, provided that such deposits may be invested and reinvested including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which shall mature and bear interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the Refunded Bonds; and WHEREAS, Texas Commerce Bank National Association, Houston, Texas (successor to First City, Texas - Dallas, Dallas, Texas) is the paying agent for the Series 1991 Refunding Bonds and Series 1991 Bonds and Texas Commerce Bank National Association, Dallas, Texas (formerly Texas Commerce Trust Company, N.A., Dallas, Texas) is the paying agent for the Series 1992 Bonds, and Bank One, Texas, N.A., Fort Worth, Texas is the paying agent for the Series 1995 Bonds, Bank One, Texas, N.A., Dallas, Texas shall serve as Escrow Agent for the Refunded Bonds, and the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and permitted by said Article 717k; and WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinaRer authorized. WHEREAS, the City Council has heretofore, on the 9th day of September, 1997, adopted a resolution authorizing and directing the city secretary to give notice of intention to issue revenue refunding bonds; and WHEREAS, said notice has been duly published in the Citizens Advocate, which is a newspaper of general circulation in said City, in its issues of September 29, 1997 and October 6, 1997; and WHEREAS, this Ordinance was placed on the City Council's agenda for its regular meeting on October 14, 1997 and was tabled for consideration due to financial market conditions until the next regular City Council meeting on October 28, 1997; and WHEREAS, the City received no petition ~'om the qualified electors of the City protesting the issuance of such revenue bonds; and WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to Articles 1111 through 1118, V.A.T.C.S., Article 2368a, V.A.T.C.S., and Chapter 252, Local Govemment Code; and WHEREAS, the meeting was open to the public and public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551, Texas Government Code. 2 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the City of Copper (the "Issuer") are hereby authorized to be issued and delivered in the aggregate princi- pal amount of $9,100,000 providing $5,400,000 for the purpose of refunding maturities 2002 through 2006 of the Series 1991 Bonds; maturities 2005 through 2008 of the Series 1992 Bonds; and maturities 2009 through 2014 of the Series 1995 Bonds; and providing $3,700,000 for improvements and extensions to the combined Waterworks and Sewer System. Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this Ordinance shall be designated: "CITY OF COPPELL, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BOND, SERIES 1997", and initially there shall be issued, sold, and delivered hereunder a single fully registered bond, without interest coupons, payable in annual installments of principal (the "Initial Bond"), but the Initial Bond may be assigned and transferred and/or convened into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, having serial and annual maturities, and in the denomination or denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided. The term "Bonds" as used in this Ord~ shall mean and include collectively the Initial Bond and all substitute bonds exchanged therefor, as well as an other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond~ shah mean any of the Bonds. Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURffIES, INITIAL REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated October 1, 1997, in the denomination and aggregate principal amount of $9,100,000, numbered R-I, payable in annual installments of principal to the initial registered owner thereof, to-wit: SOUTHWEST SECURITIES, INC., 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, stated in the FORM OF INITIAL BOND set forth in this Ordinance. Co) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due dates of installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed, and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the manner required or indicated, in the FORM OF INITIAL BOND set forth in this Ordinance. Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear interest from the date of the Initial Bond and will be calculated on the basis of a 3604ay year of twelve 30-day months 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, all in the manner provided and at the rates and on the dates stated in the FORM OF INITIAL BOND set forth in this Ordinance. Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Initial Bond, shall be substantially as follows: FORM OF INITIAl. BOND NO. R-1 $9,100,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND DENTON CITY OF COPPELL, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BOND SERIES 1997 The CITY OF COPPELL, in Dallas and Denton Counties, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to SO~T SECURITIES, INC. or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the "registered owner") the aggregate principal amount of NINE MILLION ONE HUNDRED THOUSAND DOLLARS in annual installments of principal due and payable on September 1 in each of the years, and in the respective principal amounts, as set forth in the following schedule: 4 YEAR AMOUNT Y~AR AMOUNT 1998 $ 155,000 2008 $1,455,000 1999 60,000 2009 1,955,000 2000 65,000 2010 1,125,000 2001 45,000 2011 225,000 2002 50,000 2012 240,000 2003 160,000 2013 250,000 2004 155,000 2014 265,000 2005 310,000 2015 2006 320,000 2016 2007 1,395,000 2017 870,000 and to pay interest, from the date of this Bond hereinafter stated, on the balm of each such installment of principal, respectively, from time to time remaining unpaid, at the rates as follows: maturity 1998, 3.80% maturity 2008, 4.80% maturity 1999, 4.00% maturity 2009, 5.00% maturity 2000, 4.10% maturity 2010, 5.00% maturity 2001, 4.25% maturity 2011, 5.00% maturity 2002, 4.35% maturity 2012, 5.10% maturity 2003, 4.45% maturity 2013, 5.20% maturity 2004, 4.55% maturity 2014, 5.20% maturity 2005, 4.65 % maturity 2006, 4.70% maturity 2007, 4.80% maturity 2017, 5.25% with said interest being payable on March 1, 1998, and semiannually on each September 1 and March 1 thereafter while this Bond or any portion hereof is outstanding and unpaid. THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The installments of principal and the interest on this Bond are payable to the registered owner hereof through the services of Norwest Bank Texas, N.A., Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. Payment of all principal of and interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal and/or inter- est payment date by check or draft, dated as of such date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, fLrSt-ClasS postage prepaid, on each such principal and/or interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared on the 15th day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other method acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the registered owner. The Issuer covenants with the registered owner of this Bond that on or before each principal and/or interest payment date for this Bond it will malce available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on this Bond, 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/Regisuar 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 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. THIS BOND has been authorized in aeeor~ with the Constitution and laws of the State of Texas, in the principal amount of $9,100,000, providing $8,960,000 for refunding maturities 2002 through 2006 of the Series 1991 Bonds; maturities 2005 through 2008 of the Series 1992 Bonds; and maturities 2009 through 2014 of the Series 1995 Bonds; and providing $3,700,000 for improvements and extensions to the combined Waterworks and Sewer System. ON SEPTEMBER 1, 2007, or any date thereafter, the unpaid installments of principal of this Bond may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, with funds derived from any available source, as a whole, or in part, and, if in part, the Issuer shall select and designate the maturity, or maturities, and the amount that is to be redeemed, and if less than a whole maturity is to be called, the Issuer shall direct the Paying Agent/Registrar to call by lot (provided that a portion of this Bond may be redeemed only in an integral multiple of $5,000), at the redemption price of the principal amount, plus accrued interest to the date fixed for prepayment or redemption. THE BONDS of this Series scheduled to mature on September 1, 2017 are subject to mandatory redemption prior to their scheduled maturities, and shall be redeemed by the Issuer, in part, prior to their scheduled maturities, with money from the Mandatory Redemption Account of the Interest and Sinking Fund, with the particular Bonds or portion thereof to be redeemed to be selected by the Paying Agent/Registrar, by lot or other customary method (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000) at a redemption price equal to the par or principal amount thereof and accrued interest to the date of redemption, on the dates, and in the principal amounts, respectively, as shown in the following schedules: September 1. 9017 Maturity Mandatory Redenlption Dates Principal Amounts September 1, 2015 $275,000 September 1, 2016 290,000 September 1, 2017 305,000 *payable at maturity 6 The principal mount of the Bonds required to be redeemed on each such redemption date pursuant to the foregoing operation of the Mandatory Redemption Account shall be reduced, at the option of the Issuer, by the principal mount of any Bonds, which at least 45 days prior to the mandatory sinking fund redemption date, (1) shall have been acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, or (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal mount of such Bonds plus accrued interest to the da/e of purchase, or (3) have been redeemed pursuant to the optional redemption provisions set forth above and not theretofore credited against a mandatory sinking fund redemption. During any period in which ownership of the Bonds is determined by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangements between the Issuer and the securities depository. AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written notice of such prepayrnent or redemption shall be mailed by the Paying Agent/Registrar to the registered owner hereof. By the date fixed for any such prepayment or redemption due provision shall be made by the Issuer with the Paying Agent/Registrar for the payment of the required prepayment or redemption price for this Bond or the portion hereof which is to be so prepaid or redeemed, plus accrued interest thereon to the date fixed for prepayment or redemption. If such written notice of prepayment or redemption is given, and if due provision for such payment is made, all as provided above, this Bond, or the portion thereof which is to be so prepaid or redeemed, thereby automatically shall be treated as prepaid or redeemed prior to its scheduled due date, and shah not bear interest after the date fixed for its prepayment or redemption, and shall not be regarded as being outstanding except for the right of the registered owner to receive the prepayment or redemption price plus accrued interest to the date fixed for prepayment or redemption from the Paying Agent/Registrar out of the funds provided for such payment. The Paying Agent/Registrar shall record in the Registration Books all such prepayments or redemptions of principal of this Bond or any portion hereof. THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any unpaid and unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the initial registered owner hereof and shah he transferred only in the Registration Books of the lssuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other requirements for such transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar for cancellation, together with proper instnanents of assignment, in form and with guarantee of signa- tures satisfactory to the Paying Agent/Registrar, evidencing assignment by the initial registered owner of this Bond, or any potion or portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to he transferred and registered. Any instrument or instruments of assignment satisfac- tory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any 7 such portion or portions hereof by the initial registered owner hereof. A new bond or bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds) or to the initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond or any portion or portions hereof, but solely in the form and manner as provided in the next paragraph hereof for the conver- sion and exchange of this Bond or any portion hereof. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or unredeemed principal balance hereof, may be convened into and exchanged for a like aggregate principal amount of fully registered bonds, without interest coupons, payable to the assignee or assignees duly designated in writing by the initial registered owner hereof, or to the initial registered owner as to any portion of this Bond which is not being assigned and transferred by the initial registered owner, in any denomination or denominations in any integral multiple of $5,000 (subject to the requirement bereinafter stated that each substitute bond issued in exchange for any portion of this Bond shall have a single stated principal maturity date), upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and pro- cedures set forth in the Bond Ordinance. ff this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall have a single stated principal maturity date corresponding to the due date of the installment of principal of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by such installment of principal or portion thereof. Such bonds, respectively, shall be subject to redemption prior to maturity on the same dates and for the same prices as the corresponding installment of principal of this Bond or portion hereof for which they are being exchanged. No such bond shall be payable in installments, but shall have only one stated principal maturity date. AS PROVIDED IN THE BOND ORDINANCE, 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 Bond Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferrag, converting, and exchanging this Bond or any portion thereof, but the one requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make any such assignment, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for prepayment or redemption prior to maturity, within 45 days prior to its prepayment or redemption date. IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owner of this Bond. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered pursuant to the laws of the State of Texas; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond and the Series of which it is a part have been performed, existed, and been done in accordance with law; that this Bond is a special obligation of said Issuer, and that the principal of and interest on this Bond, together with other outstanding Waterworks and Sewer System Revenue Bonds of the Issuer, are payable and secured by a first lien on and pledge of the Net Revenues of the Issuer's Waterworks and Sewer System. THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by reference, in the Ordinance authorizing this Series of Bonds, to issue additional parity revenue bonds which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Net Revenues. THE REGISTERED OWNER HEREOF shall never have the right to demand payment of this Bond or the interest hereon out of any funds raised or to be raised by taxation, or ~'om any sources whatsoever other than those described in the Bond Ordinance. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between the registered owner hereof and the Issuer. IN WITNESS WHEREOF, the lssuer has caused this Bond to be signed with the manual signature of the Mayor of the Issuer and countersigned with the manual signature of the City Secretary of the Issuer, has caused the official seal of the Issuer to be duly impressed on this Bond, and has caused this Bond to be dated October 1, 1997. City Secretary Mayor (CITY SEAL) 9 FORM OF REGISTRATION CERTIFICATE OF THE COMPTROI J ,ER OF PURI iC ACCOUNTS: COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of TexasZ Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) Registration and Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of Norwest Bank Texas, N.A., Dallas, Texas, (the "Paying Agent/Registrar") books or records of the registration and transfer of the Bonds (the "Registration Books"), and the Issuer hereby appoints 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 Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such trans- fee and registrations as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shah be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shah be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shah 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, shah not permit their inspection by any other entity. Registration of each Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of the Bond, or any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii) 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 Bond or any portion thereof, a new substitute Bond or Bonds shah be issued in conversion and exchange therefor in the manner herein provided. The Initial Bond, to the extent of the unpaid or unredeemed principal balance thereof, may be assigned and transferred by the initial registered owner thereof once only, and to one or more assignees designated in writing by the 10 initial registered owner thereof. All Bonds issued and delivered in conversion of and exchange for the Initial Bond shall be in any denomination or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have a single stated principal maturity date), shall be in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordina:r,e, and shall have the characteristics, and may be assigned, trans- ferred, and converted as hereinafter provided. If the Initial Bond or any portion thereof is assigned and transferred or converted the Initial Bond must be surrendered to the Paying Agent/Registrar for cancellation, and each Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged. If only a portion of the Initial Bond is assigned and transferred, there shall be delivered to and registered in the name of the initial registered owner substitute Bonds in exchange for the unassigned balance of the Initial Bond in the same manner as if the initial registered owner were the assignee thereof. If any Bond or portion thereof other than the Initial Bond is assigned and transferred or converted each Bond issued in exchange shall have the same principal maturity date and bear interest at the same rate as the Bond for which it is exchanged. A form of assignment shall be printed or endorsed on each Bond, excepting the Initial Bond, which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment thereof. Upon surrender of any Bonds or any portion or portions thereof for transfer of registration, an authorized representative of the Paying Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new fully registered substitute Bond or Bonds, having the characteristics herein described, payable to such assignee or assignees (which then will he the registered owner or owners of such new Bond or Bonds), or to the previous registered owner in case only a portion of a Bond is being assigned and transferred, all in conversion of and exchange for said assigned Bond or Bonds or any portion or portions thereof, in the same form and manner, and with the same effect, as provided in Section 6(d), below, for the conversion and exchange of Bonds by any registered owner of a Bond. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer and delivery of a substitute Bond or Bonds, but the one re- questing such transfer shall pay any taxes or other governmental charges required to he paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion thereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemp- tion prior to maturity, within 30 days prior to its redemption date. (b) Ownership of Bonds. The entity in whose Brae any Bond shall be registered in the Registration Books at any time shall be deemed and treated as the absolute owner thereof for all purposes of this Ordinance, whether or not such Bond shall be overdue, and the Issuer 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 shah he made only 11 to such registered owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (c) Payment of Ronds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and to act as its agent to convert and exchange or replace Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect io the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days there- after, a new record date for such interest payment (a "Special Record Dam") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Bondholder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. (d) Conversion and Exchange or Rla;fiacement: Authentic~tion. Each Bond issued and delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed prineipai bahnee or principal amount thereof, may, upon surrender of such Bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatuw~ satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as appropriate, be converted into and exchanged for fully registered bonds, without interest coupons, in the form prescribed in the FORM OF SUBSTITUTE BOND set forth in this 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 unre- deemed principal balance or principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be. ff the Initial Bond is assigned and transferred or converted each substitute Bond issued in exchange for any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be payable in installments; and each such Bond shall have a principal maturity date corresponding to the due date of the installment of principal or portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such installment of principal or portion thereof for which it is being exchanged. If a portion of any Bond (other than the Initial Bond) shall be redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in the denomination or denominations of any integral multiple of $5,000 at the request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation. If any 12 PAGE NUMBER 13 WAS SKIPPED INADVERTENTLY THERE IS NO MISSING PAGE Bonds shall be of type composition printed on paper with lithographed or steel engraved borders of customary weight and strength. Pursuant to Vernon's Ann. Tex. Civ. St. An. 717k-6, and particularly Section 6 thereof, the duty of conversion and exchange or replacement of 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 convened and exchanged or replaced Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Initial Bond which originally was issued pursuant to this Ordinance, approved by the Attorney General, and registered by the Comptroller 'of Public Accounts. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, convening, and exchanging any Bond or any portion thereof, but the one requesting any such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the exercise of such privilege of conversion and exchange. The Paying Agent/Registrar shall not be required to make any such conversion and exchange or replacement of Bonds or any portion thereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. (e) In General. All Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be transferred and assiglled, (iv) may be converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in the manner required or indicated, in the FORM OF SUBSTITUTE BOND set forth in this Ordinance. (f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of the Bonds that it will (i) pay the standard or customary fees and charges of the Paying Agent/Registrar for its services with respect to the payment of the principal of and interest on the Bonds, when due, and (ii) pay the fees and charges of the Paying Agent/Registrar for services with respect to the transfer of registration of Bonds, and with respect to the conversion and exchange of Bonds solely to the extent above provided in this Ordinance. (g) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer 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 Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. 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 other- 14 wise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promp~y will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (h) Rook-F. nqZy Only System. The Bonds issued in exchange for the Bonds initially issued to the purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of Depository Trust Company of New York CDTC"), and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer 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 on the Bonds. Without limiting the immediately preceding sentence, the Issuer 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 Bondholder, 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 Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying AgenURegistrar 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 Bond for the purpose of payment of principal, premium, if any, and interest, as the case may be, with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering U-ansfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of, premium, ff any, and interest on the Bonds only to or upon the order of the respective owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of, premium, if any, and interest on, or as the case may be, the Bonds to the extent of the sum or sums so paid. No person other than an owner, as shown in the Registration Books, shall 15 receive a Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if any, and interest, as the case may be, pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the registered owner at the close of business on the Record Date, the word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. (i) Successor Securities Depository: Transfers Outside Book-F. ntD, ODIy System. In the event that the Issuer or the Paying Agent/Registrar determines that DTC is incapable of discharging its responsibilities described herein and in the representation letter of the Issuer to DTC and that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer 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 Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the 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 Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. O) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on, or as the case may be, such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representation letter of the Issuer to DTC. Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in conversion and exchange or replacement of any other Bond or portion thereof, including the form of Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and the Form of Assignment to be printed on each of the Bonds, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. 16 FORM OF SUBSTITUTE BOND PRINCIPAL NO. AMOUNT UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND DENTON CITY OF COPPELL, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING AND IMPROVEMENT BOND SERIES 1997 Date of Interest Rate Maturity r~ate Original Issue Cusip No. % October 1, 1997 ON THE MATURITY DATE specified above THE CITY OF COPPELL, in Dallas and Denton Counties, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to or to the registered assignee hereof (either being hereinafter called the "registered owner") the principal amount of and to pay interest thereon from October 1, 1997 to the maturity date specified above, or the date of redemption prior to maturity, at the interest rate per annum specified above; with interest being payable on March 1, 1998 and semiannually thereafter on each September 1 and March 1, except that if the date of authentication of this Bond is later than February 15, 1998, such principal amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date (hereinafter defined) but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date. 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 principal corporate trust office of Norwest Bank Texas, N.A., Dallas, Texas, which is the "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 on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of the Bonds (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter 17 provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at the address of the registered owner, as it appeared on the 15th day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other method acceptable to the Paying Agent/Registrar requested by, and the risk and expense of, the registered owner. Any accrued interest due upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, 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 shah be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or 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. THIS BOND is one of an issue of Bonds initially dated October 1, 1997, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $9,100,000, providing $8,960,000 for refunding maturities 2002 through 2006 of the Series 1991 Bonds; maturities 2005 through 2008 of the Series 1992 Bonds; and maturities 2009 through 2014 of the Series 1995 Bonds; and providing $3,700,000 for improvements and extensions to the combined Waterworks and Sewer System. ON SEPTEMBER 1, 2007, or any date thereafter, the Bonds of this Series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the Issuer shall select and designate the maturity or maturities and the amount that is to be redeemed, and ff less than a whole maturity is to be called, the Issuer shall direct the Paying Agent/Registrar to call by lot (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at the redemption price of the principal amount thereof, plus accrued interest to the date fuced for redemption. THE BONDS of this Series scheduled to mature on September 1, 2017 are subject to mandatory redemption prior to their scheduled maturities, and shall be redeemed by the Issuer, in part, prior to their scheduled maturities, with money from the Mandatory Redemption Account of the Interest and Sinking Fund, with the particular Bonds or portion thereof to be redeemed to be selected by the Paying Agent/Registrar, by lot or other customary method (provided that a 18 portion of a Bond may be redeemed only in an integral multiple of $5,000) at a redemption price equal to the par or principal amount thereof and accrued interest to the date of redemption, on the dates, and in the principal amounts, respectively, as shown in the following schedules: September 1. 2017 Maturity Mandatory Redemption Dates Principal Amounts September 1, 2015 $275,000 September 1, 2016 290,000 September 1, 2017 305,000 *payable at maturity The principal amount of the Bonds required to be redeemed on each such redemption date pursuant to the foregoing operation of the Mandatory Redemption Account shall be reduced, at the option of the Issuer, by the principal amount of any Bonds, which at least 45 days prior to the mandatory sinking fund redemption date, (1) shall have been acquired by the Issuer and delivered to the Paying Agent/Registrar for cancellation, or (2) shall have been purchased and cancelled by the Paying Agerot/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Bonds plus accrued interest to the date of purchase, or (3) have been redeemed pureant to the optional redemption provisions set forth above and not theretofore credited against a mandatory sinking fund redemption. During any period in which ownership of the Bonds is determined by a book entry at a securities depository for the Bonds, if fewer than all of the Bonds of the same maturity and bearing the same interest rate are to be redeemed, the particular Bonds of such maturity and bearing such interest rate shall be selected in accordance with the arrangementS between the Issuer and the securities depository. AT LEAST 30 days prior to the date fixed for any redemption of Bonds or potions thereof prior to maturity a written notice of such redemption shall be published once in a financial publication, journal, or reporter of general circulation among securities dealers in The City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). Such notice also shall be sent by the Paying Agent/Regiswar by United States mail, first class postage prepaid, not less than 30 days prior to the date fixed for any such redemption, to the registered owner of each Bond to be redeemed at itS address as it appeared on the 451h day prior to such redemption date; provided, however, that the failure to send, mail, or receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond, and it is hereby specifically provided that the publication of such notice as required above shall be the only notice actually required in connection with or as a prerequisite to the redemption of any Bonds or portions thereof. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof which are to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If such written notice of redemption is published and if due provision for such payment is made, all as provided above, the Bonds or potions thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outStanding except for the right 19 of the registered owner to receive the redemption price plus accrued interest from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Registration Books of the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms and conditions set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be transferred and registered. The form of Assignment printed or endorsed on this Bond shall be executed by the registered owner or its duly authorized attorney or representative,to evidence the assignment hereof. A new Bond or Bonds payable to such assignee or assignees (which then will be the new registered owner or owners of such new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of only a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and exchange for this Bond, all in the form and manner as provided in the next paragraph hereof for the conversion and exchange of other Bonds. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such transfer, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Paying Agent/Registrar shall not be required to make transfers of registration of this Bond or any portion hereof (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. The registered owner of this Bond shall be deemed and treated by the lssuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar shall not be affected by any notice to the contrary. 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 Bond Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner or the assignee or assignees hereof, be converted into 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 20 multiple of $5,000 as requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring, converting, and exchanging any Bond or any portion thereof, but the one requesting such transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a condition precedent to the exercise of such privilege of conver- sion and exchange. The Paying Agent/Registrar shall'not be required to make any such conver- sion and exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and promptly will cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly authorized, issued, and delivered pursuant to the laws of the State of Texas; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this Bond and the Series of which it is a part have been performed, existed, and been done in accordance with law; that this Bond is a special obligation of said Issuer, and that the principal of and interest on this Bond, together with other outstanding Waterworks and Sewer System Revenue Bonds of the Issuer, are payable and secured by a first lien on and pledge of the Net Revenues of the Issuer's Waterworks and Sewer System. THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by reference, in the Ordinance authorizing this Series of Bonds, to issue additional parity revenue bonds which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Net Revenues. THE REGISTERED OWNER HEREOF shall never have the right to demand payment of this Bond or the interest hereon out of any funds raised or to be raised by taxation, or from any sources whatsoever other than those described in the Bond Ordinance. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. 21 IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. City Secretary Mayor FORM OF PAYING AGF, NT/RF. GISTRAR'S AUTHF:.NTICATION CF, RTIFICATF. PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisiom of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series which originally was appmved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Norwest Bank Texas, N.A. By Authorized Representative FORM OF ASSIGNMF. NT: ASSIGNMENT FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized representative or attorney thereof, hereby assigns this Bond to / / (Assignee's Social Security (print or type Assignee's name or Taxpayer Identification Number and address, including zip code) and hereby irrevocably constitutes and appoints attorney to transfer the registration of this Bond on the Paying AgentJRegistrar's Registration Books with full power of substitution in the premises. Dated Signature Guaranteed: 22 NOTICE: This signature must be guaranteed by a member of the New York Stock Exchange or a commercial bank or trust company. Registered Owner NOTICE: This signature must correspond with the name of the Registered Owner appearing on the face of this Bond in every particular without alteration or enlargement or any change whatsoever. Section 8. DEFINITIONS. That for all purposes of this Ordinance, the following words shall have the following meanings, respectively: (a) The term "Additional Bonds" means the additional parity bonds which the Issuer reserves the right to issue under the provisions of Section 19 of this Ordinance. (b) The term "Bonds" means the Series 1995 Bonds and any Additional Bonds at any time outstanding. (c) The term "Interest and Sinking Fund" means the City of Coppell, Texas Waterworks and Sewer System Revenue Bonds Interest and Sinking Fund created and established pursuant to Section 11 of this Ordinance. (d) The term "Net Revenues" means all income, revenues, and receipts of every nature derived from and received by virtue of the access, use and operation of the System (including interest income and earnings received from the investment of moneys in the special funds created by this Ordinance or ordinances authorizing the issuance of Additional Bonds) after deducting and paying, and making provision for the payment of, current expenses of maintenance and operation thereof, including all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that only such expenses for repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and to render adequate service to the Issuer and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair any obligations payable from the Net Revenues of the System, shall be deducted in determining "Net Revenues"; and provided further that the fees paid to the Issuer for access to the System shall not be included in Net Revenues unless such fees have actually been received by the Issuer. Conlracmal payments for the purchase of water or the treatment of sewage shall be a maintenance and operating expense of the System to the extent provided in the contract incurred therefor and as may be authorized by law. Depreciation shall never be considered as an expense of operation and maintenance. (e) The term "Ordinance" means this Ordinance, under which the Bonds are authorized and under the provisions of which all Additional Bonds will be issued. 23 (f) The term "Reserve Fund" means the City of Coppell, Texas Waterworks and Sewer System Revenue Bonds Reserve Fund created and established pursuant to Section 11 of this Ordinance. (g) The term "Revenue Fund" means the City of Coppell, Texas Waterworks and Sewer System Revenue Bonds Revenue Fund created and established pursuant to Section 11 of this Ordinance. (h) The term "Series 1995 Bonds" means the City of Coppell, Texas Waterworks and Sewer System Revenue Bonds, Series 1995, issued pursuant to the provisions of this Ordinance. (i) The term "System" means the Issuer's combined waterworks system and sewer system, including all properties (real, personal or mixed and tangible or intangible) owned, operated, maintained, and vested in, the Issuer for the supply, treatment and distribution of treated water for domestic, commercial industrial and other uses and the collection and treatment of water-carried waste, together with all future additions, extensions, replacements and improvements thereto. Section 9. PLEDGE. (a) That the Bonds, the Outstanding Bonds, together with any Additional Bonds are, in all respects, on a parity and equality of lien one with the other payable from a first and superior pledge of and lien upon the Net Revenues of the System. (b) That the Issuer covenants and agrees that the entire Net Revenues of the System are hereby irrevocably pledged to the payment of the Bonds and to the establishment and maintenance of reserves therefor, if any, required by this Ordinance and any future ordinances authorizing any Additional Bonds. (c) That the Bonds authorized hereby are parity "Additional Bonds", as defined and permitted in the ordinance of the City Council of the Issuer, which authorized the issuance of the Series 1985 Bonds. Sections 10 through 29 of the Series 1985 Bond Ordinance are hereby adopted by reference and shall be restated and be applicable to the Bonds for all purposes, except to the extent hereinafter specifically modified and supplemented. Section 10. RATES AND CHARGES. That, for the benefit of the original purchasers and any and all subsequent holders of the Bonds, Outstanding Bonds, or Additional Bonds, or any part thereof, and in addition to all other provisions and covenants contained in this Ordinance, it is expressly agreed that the Issuer shall, at all times while any of the Bonds, Outstanding Bonds or Additional Bonds are outstanding and unpaid, fix and maintain rates and collect charges for the facilities and services afforded by the System, which will provide revenues annually at least equal to the amount required to: (a) pay for all operation, maintenance, depreciation, replacement and betterment charges of the System; 24 (b) establish and maintain the Interest and Sinking Fund and Reserve Fund requirements contained in this Ordinance and in the ordinances relating to any Additional Bonds; and (c) produce Net Revenues at least equal to the principal and interest requirements of the Bonds and Outstanding Bonds from time to time outstanding. Section 11. FUNDS. That the Issuer covenants and agrees that all revenues derived from the operation of the System shall be kept separate from other funds of the Issuer. To that end, the following special ~mds have been established and maintained in an official depository bank of the Issuer so long as any of the Outstanding Bonds and Bonds are outstanding and unpaid, to-wit: (a) City of Coppell, Texas Waterworks and Sewer System Revenue Fund, herein called the "Revenue Fund"; (b) City of Coppell, Texas Waterworks and Sewer System Revenue Bonds Interest and Sinking Fund, herein called the "Interest and Sinking Fund"; (c) City of Coppell, Texas Waterworks and Sewer System Revenue Bonds Reserve Fund, herein called the "Reserve Fund"; Section 12. REVENUE FUND. That the Issuer shall deposit, from day to day as collected, all revenues of every nature derived from the operation of the System into the Revenue Fund and the money from time to time on deposit therein shall be appropriated to the following uses in the following order of priority, to-wit: (a) to the payment of all necessary and reasonable expenses of operation and maintenance of the System as said expenses are defined by law; (b) to the "Interest and Sinking Fund" and "Reserve Fund" when and in the mounts required by this Ordinance and for the payment of the principal of and interest on the Outstanding Bonds and Bonds when and as due and payable and for the creation of a reserve therefor; and (c) to any other purpose of the Issuer now or hereafter permitted by law. Section 13. INTEREST AND SINKING FUND. (a) That promptly alter the delivery of the Bonds, the Issuer shall cause to be deposited to the credit of the Interest and Sinking Fund any accrued interest received from the sale and delivery of the Bonds, and any such deposit shall be used to pay part of the interest next coming due on the Bonds. (b) That the Issuer shall transfer from the Net Revenues and deposit to the credit of the Interest and Sinking Fund, in addition to mounts already required for the Outstanding Bonds, the mounts, at the times, as follows: 25 (1) such amounts, deposited in approximately equal monthly installments on or before the 5th day of each month hereafter, commencing with the month during which the Bonds are delivered, or the month therealter if delivery is made after the 5th day thereof, as will be sufficient, together with other mounts, if any, then on hand in the Interest and Sinking Fund and available for such purpose, to pay interest scheduled to accrue and come due on the next succeeding interest payment date; (2) such amounts, deposited in approximately equal monthly installments on or before the 5th day of each month hereafter, commencing with the month during which the Bonds are delivered, or the month thereafter if delivery is made after the 5th day thereof, as will be sufficient, together with other amounts, if any, then on hand in the Interest and Sinking Fund and available for such purpose, to pay principal scheduled to accrue and come due on the next succeeding principal payment date; (c) That, in addition to the above requirements of this Section 13, the Issuer shall make additional deposits into the Interest and Sinking Fund at the times and in the amounts specified in any ordinance authorizing the issuance of Additional Bonds pursuant to this Ordinance. (d) That the Interest and Sinking Fund shall be used solely for the purpose of paying the principal of an interest on the Bonds as such principal matures or is earlier redeemed and as such interest becomes due and payable. Section 14. RESERVE FUND. (a) The Issuer covenants and agrees that it will continuously maintain the Reserve Fund an amount equal to not less than the average annual principal and interest requirements on all Outstanding Bonds and Bonds from time to time outstanding (the "Reserve Fund Requirement"), and that, upon the issuance of Additional Bonds, it will increase, if necessary, and accumulate the amount to be deposited to the Reserve Fund in actordance with the requirements set forth in Section 19 hereof. The Reserve Fund requirement shall be accumulated in not more than sixty months from the date of the Bonds or the Additional Bonds, as applicable. For so long as the funds on deposit in the Reserve Fund are equal to the Reserve Fund Requirement, no additional deposits need to be made therein, but should the Reserve Fund at any time contain less than the Reserve Fund Requirement, then, subject and subordinate to making the required deposits to the credit of the Interest and Sinking Fund, the Issuer shall restore such deficiency from the first available Net Revenues on deposit in the Revenue Fund. The money on deposit in the Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the Bonds at any time there are not sufficient moneys on deposit in the Interest and Sinking Fund for such purpose. (b) In accordance with the Ordinances that authorized the Outstanding Bonds, the amount currently on deposit in the Reserve Fund is $1,508,940, which amount is at least equal to the Reserve Fund Requirement for the Outstanding Bonds. By virtue of the issuance of the Bonds, the total amount required to be accumulated and maintained in the Reserve Fund is :t;1,463,668, which amount is hereby determined on the date of approval hereof to be the Reserve Fund Requirement for the Outstanding Bonds and the Bonds herein authorized. The Issuer hereby covenants and agrees 26 to deposit, if needed, from the first available Net Revenues remaining in the Revenue Fund after the deposits required by Section 12 hereof, such amounts as are necessary to accumulate, in not more than sixty (60) months from the date of the Bonds, an amount equal to the Reserve Fund Requirement for the Outstanding Bonds and the Bonds. Such additional deposits are not needed since the Reserve Fund contains the necessary Reserve Fund Requirements. (c) The Issuer, may, at its option, withdraw all surplus in the Reserve Fund over the Reserve Fund Requirement and deposit the same in the RevenUe Fund. (d) For the purpose of determining compliance with the requirements of subsection (a) of this Section, investment securities shall be valued from time to time at their cost or market value, whichever is lower, except that any direct obligations of the United States (State or Local Government Series) held for the benefit of the Reserve Fund in book-entry form shall be continuously valued at their par value or face principal mount. Section 15. PAYMENT OF BONDS. That on or before any interest payment date for the Bonds while any of the Bonds are outstanding, the Issuer shall make available to the Paying Agent/Registrar therefor, in funds which will be immediately available on the next succeeding business day, out of the Interest and Sinking Fund and the Reserve Fund, if necessary, money sufficient to pay such interest on and such principal of the Bonds as will accrue or mature, or will become due by reason of option or mandatory redemption. The Paying Agent]Registrar shall destroy all paid Bonds and shall furnish the Issuer with an appropriate certificate of cancellation or destruction. Section 16. INVESTMENT OF CERTAIN FUNDS. That money in any fund established pursuant to this Ordinance may, at the option of the Issuer, be placed in time deposits or certificates of deposit secured by obligations of the type hereinafter described, or may be invested, including investments held in book-entry form, in direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attomey General of the United States, are secured by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Coyeminent National Mortgage Association, United States Postal Service, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, Federal Housing Association, or Participation Certificates in the Federal Assets Financing Trust; provided that all such deposits and investments shall be made in such manner as will permit money required to be expended form a Fund to be available at the propor time or limes for the purposes thereof. Except as otherwise provided in Section 14 hereof, such investments shall be valued each year in terms of current market value as of the last day of the Issuer's fiscal year. All interest and earnings derived from deposits and investments in the Interest and Sinking Fund immediately shall be credited to, and any losses shall be debited to, the Interest and Sinking Fund. 27 All such investments shall be sold promptly, when necessary, to prevent any default in connection with the Bonds. Section 17. DEFICIENCIES IN FUNDS. If, at any time, the Issuer shall fail to deposit into any fund created by this Ordinance the full amounts required hereby, the amounts equivalent to such deficiencies shall be set apart and paid into said fund from the first available and unallocated Net Revenues of the System, and such payments shall be in addition to the amounts otherwise required hereby to be paid into said funds. To the extent neceisary, 'the Issuer shall increase the rates and charges for services of the System to make up for any such deficiencies. Section 18. SECURITY OF FUNDS. That all funds created by this ordinance, to the extent not invested as herein permitted, shall be secured in the manner and to the ridlest extent required by law for the security of public funds, and such funds shall be used only for the purposes and in the manner permitted or required by this Ordinance. Section 19. ADDITIONAL BONDS. (a) That, in addition to the right to issue bonds of inferior lien as authorized by law, the Issuer reserves the right to issue Additional Bonds, under and in accordance with this Section, for the purpose of improving, extending equipping and repairing the System and for the purpose of refunding, in any lawful manner, any part or all of the Outstanding Bonds and the Bonds then outstanding. The Additional Bonds shall be secured by and payable from a first and superior lien on and pledge of the Net Revenues in the same manner and to the same extent as the Outstanding Bonds and the Bonds; and the Outstanding Bonds and the Bonds, any then outstanding Additional Bonds, and the Additional Bonds then proposed to be issued shall in all respects be on a parity and of equal dignity as to lien and right. Additional Bonds may be issued under this Section in one or more installments; provided, however, that none of the Additional Bonds shall be issued unless and until the following conditions have been met, to-wit: (i) The Issuer is not then in default as to any covenant, condition or obligation prescribed by any ordinance authorizing the issuance of the outstanding Bonds; (ii) Each of the special funds created for the payment and security of the Bonds contain the amount of money then required to be on deposit therein. (iii) The Issuer has secured from a certified public accountant a certificate showing that the Net Eamings of the System for either the completed fiscal year next preceding the date of the Additional Bonds or a consecutive twelve-month period out of the last fifteen months next preceding the date of the Additional Bonds is equal to at least 1.25 times the average annual principal and interest requirements and at least 1.10 times the maximum annual principal and interest requirements (calculated on a fiscal year basis) of all Bonds and Outstanding Bonds which will be outstanding after the issuance of the proposed Additional Bonds. However, (A) should the certificate of the accountant certify that the Net Earnings of the System for the period covered thereby were less than required above, and (B) a change in the rates and charges for water and sewer services afforded by the System became 28 effective at least 60 days prior to the last day of the period covered by the accountant's certificate, and (C) an independent engineer or engineering firrn having a favorable reputation with respect to such matters will certify that, had such change in rates and charges been effective for the entire period covered by the accountant's certificate, the Net Earnings of the System covered by the accountant's certificate would have been, in his or their opinion, equal to at least 1.25 times the average annual principal and interest requirements and at least 1.10 times the maximum annual principal and interest requirements (calculated on a fiscal year basis) of the Series 1995 Bonds and Outstanding Bonds after giving effect to the issuance of the Additional Bonds, then, in such event, the coverage specified in the first sentence of this paragraph (iii) shall not be required for the period specified, and such accountant's certificate will be sufficient if accompanied by an engineer's certificate to the above effect; (iv) The ordinance authorizing the Additional Bonds (A) requires that deposits shall be made into the Interest and Sinking Fund in mounts adequate to pay the principal and interest requirements of the Additional Bonds as the same become due; and (B) provides that the aggregate amount to be accumulated and maintained in the Reserve Fund shall be increased to an amount equal to the Reserve Fund Requirement for all Bonds to be outstanding after the issuance of said Additional Bonds. Such additional amount shall be so accumulated in not more than sixty months from the date of the Additional Bonds; and (v) The Additional Bonds are scheduled to mature only on September I or March 1, or both. (b) The term "Net Earnings", as used in this Section, shall mean all income, receipts and revenues derived from the access, use and operation of the System, including interest earned on invested moneys in the special funds created herein for the payment and security of obligations payable from the Net Revenues, after deduction of maintenance and operating expenses but not deducting depreciation, debt service payments on Bonds and other expenditures which, under standard accounting practice, should be classified as capital expenditures. Revenue sand receipts resulting solely from the ownership of-the System (grants, meter deposits and gifts) and interest earned on construction funds created from Bond proceeds shall not be treated or included as income, revenues or receipts from the operation of the System for purposes of determining "Net Earnings" nor shall the fees paid to the Issuer for access to the System be so included unless such fees have actually been received by the Issuer. (c) Wherever, in this Section, the Issuer reserves the right to issue Additional Bonds, such term shall also include, mean and refer to any other forms or types of obligations which may be made law~xlly payable from and secured by the same source of revenues of the Issuer. (d) The Issuer covenants that, for so long as any principal or interest pertaining to any Bonds remain outstanding and unpaid, it will not authorize or issue any further bonds of the Issuer secured by a lien on and pledge of the revenues of the System superior or senior to the pledge and lien 29 created herein for the Bonds, or secured by a lien on and pledge of the revenues of the System on a parity with the Bonds except in conformity with the provisions of this Section. Section 20. MAINTENANCE AND OPERATION, INSURANCE. (a) That the Issuer hereby covenants and agrees that the System shall be operated on a fiscal year basis and shall be maintained in good condition and operated in an efficient manner and at reasonable cost. So long as any of the Outstanding Bonds and Bonds are outstanding, the issuer agrees to maintain insurance on the System of a kind and in amount customarily ca/fled by municipal corporations in the State of Texas engaged in similar type of business. Nothing in this Ordinance shall be construed as requiring the Issuer to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the Issuer from doing so. (b) That the Issuer further covenants and agrees with the owner or owners of the Outstanding Bonds and Bonds from time to time, that it will maintain and operate the System with all possible efficiency while any of the Outstanding Bonds and Bonds remain outstanding and unpaid, and that it will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Texas, including the making and collecting of reasonable and sufficient rates for water and sewer services supplied by the System, and segregation and application of the revenues of the System as required by the provisions of this Ordinance. Section 21. RECORDS, ACCOUNTS, ACCOUNTING REPORTS. That the Issuer hereby covenants and agrees that so long as any of the Outstanding Bonds and Bonds or any interest thereon remain outstanding and unpaid, it will keep and maintain a proper and complete system of records and accounts pertaining to the operation of the System and its component parts separate and apart from all other records and accounts of the Issuer in accordance with accepted accounting practices prescribed for municipal corporations, and complete and correct enuies shall be made of all transactions relating to the System, as provided by Article 1113, Vemon's Annotated Texas Civil Statutes, as amended. The owner or owners of any Bonds or any duly authorized agent or agents of such holders, shall have the right at all reasonable limes to inspect all such records, accounts and data relating thereto and to inspect the System and all properties comprising same. The Issuer further agrees that as soon as possible following the close of each fiscal year, it will cause an audit of such books and accounts to be made by an independent firm of certified public accountants. Each such audit, in addition to whatever other matters may be thought proper by the account, shall particularly include the following: (a) A detailed statement of the income and expenditures of the components of the System for such fiscal year; (b) A balance sheet as of the end of such fiscal year; (c) A detailed statement of the source and disposition of all funds of the System during such fiscal year; and 30 (d) The accountant's comments regarding the manner in which the Issuer has complied with the covenants and requirements of this Ordinance and his recommendations for any changes or improvements in the operation, records and accounts of the System. Expenses incurred in making the audits above referred to are to be treated as maintenance and operating expenses of the System and paid as such. Copies of the aforesaid annual audit shall be immediately furnished, upon written request, to the original purchasers and any subsequent holder of the Bonds. Section 22. FINAL DEPOSITS, GOVERNMENT OBLIGATIONS. (a) That any Bond shall be deemed to be paid, retired, and no longer outstanding within the meaning of this Ordinance when payment of the principal and interest thereon to its due date (whether such due date be by reason of maturity, redemption or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided by irrevocably depositing with, or making available to, a paying agent/registrar therefor, in mint and irrevocably set aside exclusively for such payment, (A) money sufficient to make such payments, or (B) Government Obligations, as hereinahr defined in this Section, certified by an independent public accounting firm of national reputation to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to make such payment, and all necessary and proper fees, compensation and expenses of such paying agent/registrar pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of such paying agent/registrar. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or a lien on and pledge of the Net Revenues, and shall be entitled to payment solely from such money or Government Obligations. (b) That money so deposited with a paying agent/regislrar may, at the direction of the issu~r, be invested in Govemment Obligations maturing in the amounts and times as hereinbefore set forth, and all income from all Government Obligations in the hands of the paying agent/registrar pursuant to this Section which is not required for the payment of the Bonds, and interest thereon, with respect to which such money has been deposited, shall be delivered to the Issuer or deposited as directed by the Issuer. (c) That, for the purpose of this Section, the term "Government Obligations" shall mean direct obligations of the United States of America, including obligations, the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, and which may be in book-entry form. Section 23. REMEDIES IN EVENT OF DEFAULT. That, in addition to all the rights and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly that in the event the Issuer (a) defaults in payments to be made to the Interest and Sinking Fund or the 31 Reserve Fund as required by this Ordinance, or (b) defaults in the observance or performance of any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction, compelling and requiring the Issuer and its officers to observe and perform any covenant, condition or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. 'The specific remedy herein provided shall be cumulative of all other existing remedies, and the specification of such remedy shall not be deemed to be exclusive. Section 24. BONDS AS SPECIAL OBLIGATIONS. That the Bonds are special obligations of the Issuer payable solely from Net Revenues and the holders and owners thereof shall never have the right to demand payment thereof out of any other funds of the Issuer or funds raised to be raised by taxation. Section 25. BONDS AS NEGOTIABLE INSTRUMENTS. That each of the Bonds shall be deemed and construed to be an "Investment Security", and, as such, a negotiable insmanent, within the meaning of Article 8, of the Texas Uniform Commercial Code. Section 26. ORDINANCE AS A CONTRACT. That the provisions of this Ordinance shall constitute a contract between the issuer and the owner or owners from time to time of the Bonds and, except as otherwise provided herein, no change, variation or alteration of any kind of the provisions of this ordinance may be made until the Bonds are no longer outstanding. Section 27. FURTHER COVENANTS. That the Issuer hereby further covenants and agrees as follows, to-wit: (a) That it has the lawful power to pledge the Net Revenues to the payment of the Bonds and has lawfully exercised said power under the Constitution and laws of the State of Texas; that the Bonds and the Additional Bonds, when issued, shall be ratably secured under said pledge in such manner that one bond shall have no preference over any other bond of said issues as hereinbefore provided. (b) That, other than for the payment of the Outstanding Bonds and the Bonds, the Net Revenues of the System are not in any manner now pledged to the payment of any debt or obligation of the Issuer or of the System, except for any debt or obligation which has a pledge of the Net Revenues subject and subordinate to the pledge of the Net Revenues associated with the Bonds. (c) That for so long as any of the Outstanding Bonds and Bonds or any interest thereon remain outstanding, the issuer will not sell or encumber the physical properties of the System or any substantial part thereof; provided, however, this covenant shall not be construed to prohibit the sale 32 of such machinery or other properties or equipment which has become obsolete or otherwise unsuited to the efficient operation of the System. (d) That no free service of the System shall be allowed, and should the Issuer or any of its agents or instmmentalities make use of the services and facilities of the System, payment of the reasonable value thereof shall be made by the issuer out of funds from sources other than the revenues and income of the System. (e) That it will comply with all of the terms and conditions of any and all franchises, permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the Issuer has or will obtain and keep in full force and effect all franchises, permits, authorizations and other requirements applicable to or necessary with respect to the acquisition, construction, equipment, operation and maintenance of the System. (f) That it will not grant any franchise or permit the acquisition, construction or operation of any competing facilities which might be used as a substitute for the System's facilities, and, to the extent that it legally may, the issuer will prohibit any such competing facilities. Section 28. REGISTERED OWNERS, NOTICES, WAIVER. (a) The Issuer, the Paying Agent/Registrar, and any agent of either of them may treat the person in whose name any Bond is regimered as the Owner of such Bond for the purpose of receiving payment of the principal of and interest on such Bond and for all purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent/Registrar, nor any agent of either of them shall be affected by notice to the contrary. (b) Wherever this Ordinance provides for notice to the Owner of a Bond of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first class postage prepaid, to the address of such Owner as it appears in the register kept by the Paying Agent/Registrar. (c) In any case where notice to the Owners of the Bonds is given by mail, neither the failure to mail such notice to any Owner of a Bond, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by any Owner entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners of the Bond shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 29. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon slall be deemed to be paid, retired, and no longer outstanding (a ~Defeased BondD within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section 9, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by 33 reason of maturity, upon redemption, or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof (including the giving of any required notice of redemption), or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvesUnent, of sufficient money to provide for such payment, and when proper arrangements have been made by the IssUer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorera taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Co) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" as used in this Section shah mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which may be United States Treasury obligations such as its State and Local Government Series, which may be in book- entry form. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Ponds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Regis- trar such security or indemnity as may be required by them to save each of them harmless from 34 any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may he. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the evem any such 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 Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacemere Bonds. Prior to the issuance of any replacement bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in contortion therewith. Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed , shall constitute a contractual obligation of the lssuer whether or not the lost, stolen, or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinaw, e. (e) Authority for Issuing Replacement Ponds. In accordance with Section 6 of Vernon's Ann. Tex. Civ. St. Art. 717k-6, this Section 11 of this Ordinance shall constitute authority for the issuance of any such replacement bond without necessity of further action by the governing body of the Iser or any other body or person, and the duty of the replacement of such bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 6(d) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 31. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the Initial Bond issued hereunder and all necessary records and proceedings pertaining to the Initial Bond pending its delivery and its investigation, examination, and approval by the Attorney General of the State of Texas, and its registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manilally sign the Comptroller' s Registration Certificate on the Initial Bond, and the seal of said Comptroller shall he impressed, or placed in facsimile, on the Initial Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Initial Bond or on any Bonds issued and delivered in conversion of and exchange or replacement of any Bond, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered 35 owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. Section 32. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to refrain from taking any action which would adversely affect, and to take any required action to ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance, or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of Section 141(b)(2) of the Code; (13) to take any action to assure that in the event that the "private business use" described in Subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith Oess amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a 'private busitr, ss use" which is 'related" and not "disproportionate," within the meaning of Section 141Co)(3) of the Code, to the governmental use; (c) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirec~y used to finance loans to persons, other than state or local govern- mental units, in contravention of Section 141(c) of the Code; (d) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of Section 141(b) of the Code; (e) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of Section 149Co) of the Code; (f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in Section 148Co)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- 36 (1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the Bonds are issued, (2) amounts invested in a bona fide debt service fund, within the meaning of Section 1.148-1(b) of the Treasury Regulations, and (3) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as pro- ceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the Code (relating to advance refundings); and (h) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of Section 148(t) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under Section 148(t) of the Code. The Issuer understands that the term "proceeds" includes "disposition pro" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expendod prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally-recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In the event that regulations or rulings axe hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally-recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under Section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor of the Issuer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Fund shall 37 not be subject to the claim of any other person, including without limitation the bondholders. The Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code. Section 33. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall provide annually to each NRMSIR and any SID, within four months afar the end of each fiscal year ending in or after 1997, financial information and operating data with respect to the Issuer of the general type included in the fmal Official Statement authorized by Section 34 of this Ordinance, being the information described in Exhibit A. Any financial statements so to be provided shall be prepared in accordance with the accounting principles described in Exhibit A thereto, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the Issuer shall provide audited financial statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report on such statements become available. (ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a liraely manner, of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of holders of the Bonds; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; and 11. Rating changes. The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (a) of this Section by the time required by such subsection. 38 (c) Limitations. Disclaimers. and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty conceming such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under the Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if ( 1 ) the provisions of this Section, as so mended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as bond counsel) determined that such amendment will not materially impair the interest of the holders and beneficial owners of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with 39 subsection (a) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. (d) Definitions. As used in this Section, the following terms have the meanings ascribed m such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. Section 35. SALE OF INITIAL BOND. The Initial Bond is hereby sold and shall be delivered to Southwest Securities, Inc. (the 'UnderwriterD for cash for the price of $8,994,674.65 thereof and accrued interest thereon to date of delivery, (such price includes a discount to the Underwriter of $65,627.25, and an original issue discount to the Underwriter of $39,698.10 pursuant to the terms and provisions of a Purchase Contract with the Underwriter. It is hereby officially found, determined, and declared that the Initial Bond has been sold pursuant to the terms and provisions of a Purchase Contract in substantially the form attached hereto as Exhibit B, which the Mayor of the Issuer is hereby authorized and directed to execute and deliver and which the City Secretary of the issuer is hereby authorized and directed to attest. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. The Initial Bond shall be registered in the name of Southwest Securities, Inc. Section 36. INTEREST EARNINGS ON BOND PROCEEDS. The earnings derived from the investment of proceeds from the sale of the Bonds shall be used along with other Bonds proceeds as described in Section 1 hereof; provided that after completion of such project, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that interest earnings on the Bonds proceeds which are required to be rebated to the United States of America pursuant to Section 13 hereof 4O in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purpose of this Section Section 37. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the form and content of the Official Statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such Official Statement in the reoffering of the Bonds by the Underwriter in final form, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. Section 38. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. The Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City Secretary of the Issuer is hereby authorized and directed to attest an Escrow Agreement in substantially the form attached hereto as Exhibit C. In Addition, the Mayor is authorized to execute such subscription for the purchase of U. S. Treasury Securities, State and Local Government Series, or the purchase of direct obligations of the United States of America as may be necessary for the Escrow Fund, and to authorize such contributions as may be necessary for the Escrow Fund. Section 39. NOTICE OF REDEMIrFION. That there is attached to this Ordinance, as Exhibit D, and made a part hereof for all purposes, a notice of prior redemption for the Refunded Bonds to be redeemed prior to stated maturity, and such Refmxled Bonds described in said notice of prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the date, place, and at the price as set forth therein. Section 40. NOTICE TO PAYING AGENT/REGISTRAR AND PUBLICATION. The Refunded Bonds described in Exhibit D attached hereto are so called for redemption, and Texas Commerce Bank National Association, Dallas, Texas is hereby directed to make appropriate arrangements so that such Refunded Bonds may be redeemed at said banks on the redemption date. A copy of such Notice of Redemption shall be delivered to the Paying Agent/Registrar so mentioned, and published in the Texas Bond Reporter. Section 41. REASONS FOR REFUNDING. The Issuer deems it advisable to issue the refunding bonds in order to achieve a gross service savings of approximately $355,599.06 and a present value savings of approximately $133,182.78. Section 42. PUBLIC NOTICE. It is hereby officially found and determined that public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Cede. Section 43. INSURANCE. The Issuer does hereby approve the execution of a commitment letter for municipal bond insurance from Financial Security Assurances Inc. Guaranty Insurance Company and agrees to comply with the provisions for such commitment. 41 Mayor City Secretary APPROV~ AS TO FORM: City Attorney 42 EXHIBIT B Purchase Contract The Purchase Contract has been omitted at this point as it appears in executed form elsewhere in this transcript. EXHIBIT C Escrow Agreement The Escrow Agreement has been omitted at this point as it appears in executed form elsewhere in this transcript. EXHIBIT D NOTICE OF REDEMPTION NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the outstanding Bonds of the City described as follows: CITY OF COPPELL, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE BONDS, SERIES 1991 City of Coppert, Texas Waterworks and Sewer System Revenue Bonds, Series 1991, dated May 1, 1991, maturing September 1, 2003 through September 1, 2007, in the aggregate principal amount of $1,075,000, to call d~te of the Bonds so called for redemption at Texas Commerce Bank National Association, Houston, Texas (successor to First City, Texas - Dallas, Dallas, Texas). Call date: September 1, 2001. On September 1, 2001, interest on the Bonds shall cease to accrue and be payable. CITY OF COPPELL, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE BONDS, City of Coppell, Texas Waterworks and Sewer System Revenue Bonds, Series 1992, dated September 1, 1992, maturing September 1, 2005 through September 1, 2008, in the aggregate principal amount of $730,000, to call date of the Bonds so called for redemption at Texas Commerce Bank National Association, Dallas, Texas (formerly Ameritrust Texas National Association, Dallas, Texas). Call date: September 1, 2002. On September 1, 2002, interest on the Bonds shall cease to accrue and be payable. CITY OF COPPELt,, TEXAS WATERWORKS AND SEWER SYSTEM REVENUE BONDS, SERIES 1995 City of Coppell, Texas Waterworks and Sewer System Revenue Bonds, Series 1995, d~__t__,xl February 1, 1995, maturing September 1, 2009 throtlgh September l, 2014, in the aggregate principal amount of $3,150,000, to call d_a_~_e of the Bonds so called for redemption at Bank One, Texas, N.A., Fort Worth, Texas). Call date: September 1, 2004. On September l, 2004, interest on the Bonds shall cease to accrue and be payable. THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing the issuance of the aforementioned Bonds and in accordance with the recitals and provisions of said Bonds. NOTICE IS GIVEN that due and proper arrangements have been made for providing the place of payment of said Bonds called for redemption with funds sufficient to pay the principal amount of said Bonds and the interest thereon to the redemption date. In the event said Bonds, or any of them are not presented for redemption by the date fixed for their redemption, they shall not thereafter bear interest. NOTICE IS FURTHER GIVEN that the Bonds should be submitted to either of the following addresses: Bank One, Texas, N.A. Bank One, Texas, N.A. Candy Sheehan, Mayor, City of Coppell EXHIBIT A DESCRIPTION OF ANNUAL FINANCIAL INFORMATIO/~ The following information is referred to in Section 33 of this Ordinance. I. Annual Financial Statements and Operating Data The financial information and operating d_a~t_a~ with respect {o the Issuer to be provided a'mually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement and Tables referred to) below: Tables 1 through 11 and in Appendix B Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to in paragraph I above. CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS § COUNTIES OF DALLAS AND DENTON § CITY OF COPPELL § We, the undersigned officers of said City, hereby certify as follows: 1. The City Council of said City convened in REGULAR MEETING ON THE 28TH DAY OF OCTOBER, 1997, at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit: Candy Sheehan, Mayor Marsha Tunnell, Mayor Pro Tem Norman Alexander Chuck Sturges Danny Watson Lanny Mayo Larry Wheeler Bill York Kathleen Roach, City Secretary and all of said persons were present, except the following absentees: thus constituting a quorum. Whereupon, among other business, the following was transacted at said Meeting: a written ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERW_,S 1997-A, APPROVING AN OFFICIAL STATEMENT, AUTHOI~IZING THE EXECUTION OF A PURCHASE CONTRACT, AND MAKING PROVISIONS FOR THE SECURITY THEREOF, AND ORDAINING OTHER MATTERS RELATING TO THE SUBJECT was duly introduced for the consideration of said City Council and read in full. It was then duly moved and seconded that said Ordinance be passed; and, after due discussion, said motion carrying with it the passage of said Ordinance, prevailed and carried by the following vote: AYES: All members of said City Council shown present above voted "Aye". NOES: None 2. That a true, full and correct copy of the aforesaid Ordinance passed at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in said City Council's minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from said City Council's minutes of said Meeting pertaining to the passage of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said City Council as indicated therein; that each of the officers and members of said City Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose, and that said Meeting was open to the public and public notice of the tim. e, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. 3. That the Mayor of said City has approved and hereby approves the aforesaid Ordinance; that the Mayor and the City Secretary of said City have duly signed said Ordinance; and that the Mayor and the City Secretary of said City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED the 28th day of October, 1997. Ci ecretary SEAL