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1985-241CERTIFICATE FOR ORDINANCE 85 BEING AN ORDINANCE AMENDING ORDINANCE NO 85-239, WHICH IS AN ORDINANCE AUTHOR- IZING THE ISSUANCE OF CITY OF DENTON GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985, LEVYING THE TAX IN PAYMENT THEREOF, AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURE'S RELATING CO THERETHE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON we, the undersigned officers of said City, hereby certify as follows 1 The City Council of said City convened in REGULAR MEETING ON THE 3RD DAY OF DECEMBER, 1985, at the Municipal Building (City Hall), and the roll was called of the duly constituted officers and members of said City Council, to-wit Charlotte Allen, City Secretary Richard 0 Stewart, Mayor Dr A Ray Stephens Mark Chew Linnie McAdams Jun Riddlesperger Charles Hopkins Joe Alford 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 AMENDING ORDINANCE NO 85-239 AUTHORIZING THE ISSUANCE OF CITY OF DENTON GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985, LEVYING THE TAX IN PAYMENT THEREOF, AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERE'T'O was duly introduced for the consideration of said City Council and duly read it was then duly moved and seconded that said ordinance be passed, and, after due discussion, said nation, carrying with it the passage of said Ordinance, prevailed and carried by the following vote AYES All members of said City Council shcwn 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 Fleeting, and that said Ordinance would be introduced and considered for passage at said Meeting, and that said Meeting of was open to the public, and public notice of the time, place, and purpose said meeting was given, all as required by Vernon's Ann Civ St Article 6252-17 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 said Ordinance r all constitute the signing of the attached and following copy purposes SIGNED AND SEALED the 3rd day of December, 1985 Cit Secret yor ary (SEAL) - - - - - - - - - - - - - - - - - - - we, the undersigned, being respectively the City Attorney and the Bond Attorneys of the City of Denton, Texas, hereby certify that we prepared and approved as to legality the attached and following Ordinance prior to its passage as aforesaid City Attor 6JI - ti Bo Attorneys No, 85-c.yl ORDINANCE AMENDING ORDINANCE NO 85-239 AUTHORIZING THE ISSUANCE OF CITY OF DENTON GENERAL OBLI- GATION REFUNDING BONDS, SERIES 1985, LEVYING THE TAX IN PAYMENT THEREOF, AND APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING THERETO THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, the City of Denton, Texas, heretofore has duly issued, and there are presently outstanding, the following Series of Tax supported obligations City of Denton Street Improvement Bonds, series 1962, dated March 15, 1962, in the aggregate principal amount of $40,000, City of Denton General Obligation Bonds, Series 1963, dated March 15, 1963, in the aggregate principal amount of $60,000, City of Denton General Obligation Bonds, Series 1966, dated January 15, 1966, in the aggregate principal amount of $60,000, City of Denton General Obligation Bonds, Series 1967, dated November 15, 1967, in the aggregate principal amount of $120,000, City of Denton General Obligation Bonds, Series 1968, dated February 1, 1968, in the aggregate principal amount of $175,000, City of Denton General Obligation Bonds, Series 1969, dated April 15, 1969, in the aggregate principal amount of $280,000, City of Denton General Obligation Bonds, Series 1970, dated September 15, 1970, in the aggregate principal amount of $300,000, City of Denton General Obligation Refunding Bonds, Series 1974, dated July 15, 1974, in the aggregate principal amount of $450,000, City of Denton General Obligation Street Improvement Bonds, Series 1974, dated July 15, 1974, in the aggregate principal amount of $900,000, City of Denton General Obligation Bonds, Series 1976, dated April 15, 1976, in the aggregate principal amount of $1,500,000, City of Denton General Obligation Bonds, Series 1977, dated June 1, 1977, in the aggregate principal amount of $1,950,000, City of Denton Certificates of Obligation, Series 1978, dated March 1, 1978, in the aggregate principal amount of $75,000, City of Denton General Obligation Bonds, Series 1979, dated March 15, 1979, in the aggregate principal amount of $3,375,000, 1 City of Denton Certificates of obligation, Series amount dated October 1, 1979, in the aggregate principal of $170,000, city of Denton Certificates of Obligation, Series 1979-A, dated December 1, 1979, in the aggregate principal amount of $275,000, City of Denton Certificates of Obligation, Series 1980, dated April 15, 1980, in the aggregate principal amount of $250,000, City of Denton General Obligation Bonds, Series 1983, dated March 15, 1983, in the aggregate principal amount of $4,300,000, City of Denton Certificates of Obligation, Series 1984, dated January 15, 1984, in the aggregate principal amount of $550,000, City of Denton Certificates of Obligation, Series 1984-A, dated August 1, 1984, in the aggregate principal amount of $1,800,000, city of Denton General Obligation Bond, Series 1985, dated July 1, 1985, in the aggregate principal amount of $10,000,000, (collectively, the "Outstanding obligations", in the aggregate principal amount of $26,630,000), and WHEREAS, the City Council of the City of Denton deems it necessary and advisable to refund the Outstanding Obligations, and to authorize, issue, and deliver the bonds hereinafter described, and WHEREAS, the bonds hereinafter authorized are to be issued, sold, and delivered pursuant to Vernon's Ann Tex Civ St Article 717k, the City's Home Rule Charter and other applicable laws, and WHEREAS, in order to refund the outstanding Bonds, on November 26, 1985, the City Council passed Ordinance No 85-239, being an Ordinance Authorizing the issuance of City of Denton General Obligation Refunding Bonds, Series 1985, Levying the Tax In Payment thereof, and approving and Authorizing Instruments and Other Procedures Relating Thereto, and WHEREAS, due to computer miscalculations in sizing the amounts of the maturities of said Series 1985 Refunding Bonds, it is necessary to amend said Ordinance No 85-239 THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS THAT ORDINANCE NO 85-239 PASSED ON NOVEMBER 26, 1985, BE AND IS HEREBY AMENDED IN ITS ENTIRETY SO AS TO BE AND READ AS FOLLOWS "Section 1 AMOUNT AND PURPOSE OF THE BONDS The bond or bonds of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate princi- pal amount of $23,726,730 25, FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $26,630,000 IN AGGREGATE PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF DENTON, TEXAS Section 2 DESIGNATION OF THE BONDS Each bona issued pursuant to this Ordinance shall be designated "CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND, SERIES 198511, and 2 initially there shall be issued, sold, and delivered hereunder two separate fully registered bonds, without interest coupons, payable in installments (collectively, the "Initial Bonds"), but the Initial Bonds may be assigned and transferred and/or converted into and exchanged for other fully registered bonds, in the denomination of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided The term "Bonds" as used in this Ordinance shall mean and include collectively both of the initial Bonds and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds Section 3 INITIAL DATES, DENOMINATIONS, NUMBERS, MATURI- TIES, INITIAL REGISTERED OWNERS, AND CHARACTERISTICS OF THE INITIAL BONDS (a) One of the Initial Bonds is hereby designated as the "Current Interest Initial Bond", and is authorized to be issued, sold, and delivered hereunder as a single fully registered Bond, without interest coupons, dated NOVEMBER 1, 1985, in the denomination and aggregate principal amount of $22,290,000, numbered R-1, payable in annual installments of principal to the initial registered owner thereof, to-wit SALOMON BROTHERS INC, or to the registered assignee or assignees of said Current Interest Initial Bond or any portion or portions thereof (in each case, the "registered owner"), with the annual install- ments of principal of the Current Interest Initial Bond to be payable on the dates, respectively, and in the principal amounts, respectively, stated in the FORM OF CURRENT INTEREST INITIAL BOND set forth in this Ordinance (b) The Current Interest 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 CURRENT INTEREST INITIAL BOND set forth in this Ordinance (c) The other Initial Bond is hereby designated as the "Capital Appreciation Initial Bond", and is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered bond, without interest coupons, dated DECEMBER 19, 1985, in the original aggregate principal amount of $1,436,730 25, numbered CR-1, payable in annual installments of aggregate maturity amounts (which include accrued and com- pounded interest as hereinafter provided) to the initial registered owner thereof, to-wit SALOMON BROTHERS INC, or to the registered assignee or assignees of said Capital Appreciation Initial Bond or any portion or portions thereof (in each case, the "registered owner") with the annual aggre- gate maturity amounts of the Capital Appreciation Initial Bond to be payable on the dates, respectively, and in the amounts, respectively, stated in the FORM OF CAPITAL APPRECIATION BOND set forth in this Ordinance (d) The Capital Appreciation Initial Bond (1) is not subject to prepayment or redemption prior to scheduled matur- ity, but (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 al as h provided, andAppreciation in the manner Bond principal shall be payable, all on 3 required or indicated, in the FORM OF CAPITAL APPRECIATION INITIAL BOND set forth in this Ordinance Section 4 INTEREST The unpaid principal balance of the Initial Bonds shall bear interest from the dates, payable in the manner, at the rates, and on the dates, respectively, as provided in the FORM OF CURRENT INTEREST INITIAL BOND, and the FORM OF CAPITAL APPRECIATION INITIAL BOND, respectively, set forth in this Ordinance Section 5 (a) FORM OF CURRENT INTEREST INITIAL BOND The form of the Current Interest Initial Bond, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Current Interest Initial Bond, shall be substantially as follows FORM OF CURRENT INTEREST INITIAL BOND NO R-1 $22,290,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND SERIES 1985 THE CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to SALOMON BROTHERS 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 $22,290,000 (TWENTY TWO MILLION TWO HUNDRED NINETY THOUSAND DOLLARS) in annual installments of principal due and payable on FEBRUARY 15 in each of the years, and in the respective principal amounts, as set forth in the following schedule PRINCIPAL YEAR AMOUNT PRINCIPAL YEAR AMOUNT 1987 $ 860,000 1988 1,910,000 1989 2,365,000 1990 1,760,000 1991 1,755,000 1992 1,745,000 1993 1,765,000 and to pay interest, from the stated, on the balance of each respectively, from time to time as follows 1994 $1,820,000 1995 1,740,000 1996 1,825,000 1997 1,745,000 1998 1,480,000 1999 1,520,000 date of this Bond hereinafter such installment of principal, remaining unpaid, at the rates 4 5 708 per annum on the above 6 30% per annum on the above 6 608 per annum on the above 6 90% per annum on the above 7 108 per annum on the above 7 308 per annum on the above 7 508 per annum on the above 7 708 per annum on the above 7 90% per annum on the above 8 00% per annum on the above 8 10% per annum on the above 8 20% per annum on the above 8 30% per annum on the above installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due installment due in 1987 in 1988 in 1989 in 1990 in 1991 in 1992 in 1993 in 1994 in 1995 in 1996 in 1997 in 1998 in 1999 with said interest being payable on FEBRUARY 15, 1981, and semiannually on each AUGUST 15 and FEBRUARY 15 thereafter while this Bond or anv 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 install- ments of principal and the interest on this Bond are payable to the registered owner hereof through the services of MBANK DALLAS, NATIONAL ASSOCIATION, DALLAS, TEXAS, which is the "Paying Agent/Registrar" for this Bond Payment of all princi- pal of and interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each princi- pal and/or interest 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 or Lnis rsonc be on deposit with the Paying Agent/ as hereinafter provided, and such ch by the Paying Agent/Registrar by Un class postage prepaid, on each such payment date, to the registered owne: the registered owner, as it appeare month next preceding each such date Registration Books kept by the Pay3 hereinafter described The Issuer c tered owner of this Bond that on o and/or interest payment date for thi able to the Paying Agent/ Registrar, Sinking Fund" created by the Bond required to provide for the payment, funds, of all principal of and inter i t1_11U DV11U VL4 &L"11MC J 1.v tegistrar for such purpose :ck or draft shall be sent Lted States mail, first- principal and/or interest hereof, at the address of t on the last day of the (the "Record Date") on the ng Agent/ Registrar, as !ovenants with the regis- before each principal a Bond it will make avail- from the "Interest and ordinance, the amounts in immediately available :st on this Bond, when due IF THE DATE for the payment of the principal of or inter- est on this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or 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 accordance with the Constitution and laws of the State of Texas FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $26,630,000 IN AGGREGATE PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF DENTON, TEXAS ON FEBRUARY 15, 1995, or on any interest payment 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 particular portion of this Bond to be prepaid or redeemed shall be selected and designated by the Issuer (provided that a portion of this Bond may be redeemed only in an integral multiple of $5,000), at the prepayment or redemption ntprice to the par or principal amount thereof, plus the date fixed for prepayment or redemption AT LEAST 30 days prior to the date fixed for any such prepayment or redemption a written notice of such prepayment 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 shall 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 inter- est to the date tixed 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 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 transfer, this Bond must be presented and surrendered to the Paying Agent/ Registrai for cancellation, together with proper instruments of assignment, in form and with guarantee of signatures satisfac- tory to the Paying Agent/ Registrar, evidencing assignment by the initial registered owner 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 Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any 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 6 AS PROVIDED above ana in the Bond Ordinance, this Bond, to the extent of the unpaid or unredeemed principal balance hereof, may be converted into and exchanged for a like aggre- gate 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 here- inafter 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 procedures set forth in the Bond Ordinance If this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall have a single stated principal maturity date correspond- ing 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 transferring, 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 W 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 sub- stitute 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 voted, authorized, issued, sold, and delivered, 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 have been performed, existed, and been done in accordance with law, that this Bond is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged irrevocably for such payment, within the limit pre- scribed by law 7 BY BECOMING the registered owner of this Bond, the regis- tered owner thereby acknowledges all of the terms and provi- sions 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 ordi- nance constitute a contract between the registered owner hereof and the Issuer IN WITNESS WHEREOF, the Issuer 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 NOVEMBER 1, 1985 City Secretary, city of Denton, Texas Mayor, City of Denton, Texas (CITY SEAL) FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO I hereby certify that this Bond has been examined, certi- fied 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 Texas Witness my signature and seal this (COMP'TROLLER'S SEAL) Comptroller of Public Accounts of the State of Texas Section 5 (b) FORM OF CAPITAL APPRECIATION INITIAL BOND The foam of the Capital Appreciation Initial Bond, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be endorsed on the Capital Appreciation Initial Bond, shall be substantially as follows FORM OF CAPITAL APPRECIATION INITIAL BOND MATURITY AMOUNT NO CR-1 UNITED STATES STATE OP COUNTY OF CITY OF DENTON GENERAL OB SERIES $5,685,000 OF AMERICA TEXAS DENTON LIGATION REFUNDING BOND, 1985 THE CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to 8 SALOMON BROTHERS 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 Maturity Amount of $5,685,000 (FIVE MILLION SIX HUNDRED EIGHTY FIVE THOUSAND DOLLARS) in annual installments due and payable on FEBRUARY 15 in each of the years, and in the respective amounts ("MATURITY AMOUNTS"), as set forth in the following schedule MATURITY YEAR AMOUNT 2000 $1,505,000 2001 1,205,000 2002 1,135,000 2003 1,070,000 2004 770,000 Said Maturity Amounts set forth above represent, consti- tute, and include (1) original aggregate principal amounts of $1,436,730 25, payable in annual install- ments of principal due and payable on FEBRUARY 15 in each of the years, and in the respective principal amounts, as set forth in the following schedule PRINCIPAL YEAR AMOUNT 2000 $450,807 70 2001 326,699 60 2002 273,727 95 2003 232,457 50 2004 153,037 50, plus (2) interest on the unpaid balance of such install- ments of original principal amounts, respectively, from DECEMBER 19, 1965, at the rates, respectively, as follows 8 708 pet annum on the above installment of principal due in 2000 8 80% per annum on the above installment of principal due in 2001 9 008 per annum on the above installment of principal due in 2002 9 10% per annum on the above installment of principal due to 2003 9 108 per annum on the above installment of principal due in 2004 with said interest borne by said installments of principal to accrue and be calculated on the basis of a 360-day year com- posed of twelve 30-day months (subject to rounding to the Appreciated Amounts (hereinafter defined) thereof), compounded semiannually on FEBRUARY 15 and AUGUST 15 of each year commenc- ing FEBRUARY 15, 1986 Reference is hereby made to Schedule I, attached to the Bond Ordinance and which shall be attached to this Bond, which sets forth as of each FEBRUARY 15 and AUGUST 1$, commencing FEBRUARY 15, 1986, and continuing until the stated due date, the accreted value per $5,000 of each such installment of Maturity Amount, which value includes the proportionate rounded original principal amount, plus all interest accrued and compounded to the particular date of calculation (the "Appreciated Amount") The Appreciated Amount with respect to any date other than FEBRUARY 15 or AUGUST 15 is the amount set forth on Schedule I with respect to the last preceding FEBRUARY 15 or AUGUST 15, as the case may be, plus the portion of the difference between such amount and the amount set forth on Schedule I with respect to the next suc- ceeding FEBRUARY 15 or AUGUST 15, as the case may be, that the number of days (based on 30-day months) from such last preced- ing FEBRUARY 15 or AUGUST 15, as the case may be, to the date for which such determination is being calculated bears to the total number of days (based on 30-day months) from such last preceding FEBRUARY 15 or AUGUST 15, as the case may be, to the next succeeding FEBRUARY 15 or AUGUST 15, as the case may be THE INSTALLMENTS OF MATURITY AMOUNTS of this Bond speci- fied above, representing original principal amounts and accrued and compounded interest as specified above, are payable in lawful money of the United States of America, without exchange or collection charges, to the registered owner hereof through the services of MBANK DALLAS, NATIONAL ASSOCIATION, DALLAS, TEXAS, which is the "Paying Agent/ Registrar" for this Bond Payment of said Maturity Amounts shall be made by the Paying Agent/Registrar to the registered owner hereof on each date upon which each such Maturity Amount is due, 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, first-class postage prepaid, on each such date upon which a Maturity Amount is due, to the registered owner hereof, at the address of the registered owner, as it appeared on the last 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 The Issuer cove- nants with the registered owner of this Bond that on or before each such date it will make available to the Paying Agent/- Registrar, from the "Interest and Redemption Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of each Maturity Amount of this Bond, when due IF THE DATE for making payments with respect to this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Regis- trar is located are authorized by law or executive order to close, then the date for such payment shall be the next suc- ceeding day which is not such a Saturday, Sunday, legal holi- day, 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 accordance with the Constitution and laws of the State of Texas in the aggregate principal amount of $1,436,730 25, FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $26,630,000 IN AGGREGATE PRINCIPAL AMOUNT OF TAX SUPPORTED OBLIGATIONS OF THE CITY OF DENTON, TEXAS THIS BOND, to the extent of the unpaid Maturity Amounts hereof, or any unpaid portion thereof in any integral multiple of $5,000 of Maturity Amount hereof, may be assigned by the initial registered owner hereof 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 transfer, this Bond must be presented and surrendered to the Paying Agent/- Registrar for cancellation, together with proper instruments of assignment, in form and with guarantee of signatures 10 satisfactory to the Paying Agent/Registrar, evidencing assign- ment by the initial registered owner 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 trans- ferred and registered Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any 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 a5 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 conversion 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 any unpaid Maturity Amount hereof, may be con- verted into and exchanged for a like aggregate Maturity 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 as- signed and transferred by the initial registered owner, in any denomination or denominations in any integral multiple of $5,000 (subject to the requirement hereinafter stated that each substitute bond issued in exchange for any portion of this Bond shall have a single stated maturity date), 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 If this Bond or any portion hereof is assigned and transferred or converted each bond issued in exchange for any portion hereof shall have a single stated maturity date corresponding to the due date of the installment of Maturity Amount of this Bond or portion hereof for which the substitute bond is being exchanged, and shall bear interest at the rate and payable in the same manner applicable to and borne by such installment of Maturity Amount or portion thereof No such bond shall be payable in installments, but shall have only one stated 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 transferring, 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 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 sub- stitute 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 11 Bond has been duly and validly voted, authorized, issued, sold, and delivered, 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 have been performed, existed, and been done in accordance with law, that this Bond is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged irrevocably for such payment, within the limit pre- scribed by law BY BECOMING the registered owner of this Bond, the regis- tered owner thereby acknowledges all of the terms and provi- sions 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 Ordi- nance constitute a contract between the registered owner hereof and the Issuer IN WITNESS WHEREOF, the Issuer 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 NOVEMBER 1, 1985 City secretary, Mayor, City of Denton, Texas City of Denton, Texas (CITY SEAL) FORM OF REGISTRATION CERTIFICATE OF THE COMPTROLLER OF PUBLIC ACCOUNTS COMPTROLLER'S REGISTRATION CERTIFICATE REGISTER NO I hereby certify that this Bond has been examined, certi- fied 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 Texas 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 Registration and Transfer (a) The Issuer shall keep or cause to be kept at the pr ncipal corporate trust office of MBANK DALLAS, NATIONAL ASSOCIATION, 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 12 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 transfers 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 shall 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 shall be mailed, and such interest payments shall not be mailed unless such notice has been given The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/ Registrar, but otherwise the Paying Agent/Registrar shall keep the Regis- tration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity Registration of each Bond may be transferred in the Registra- tion 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 satis- factory to the Paying Agent/ Registrar, (1) 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 shall be issued in conversion and exchange therefor in the manner herein provided The Initial Bonds, to the extent of the unpaid or unredeemed principal or maturity amounts thereof, respectively, may be assigned and transferred by the initial registered owner thereof once only, and to one or more assign- ees designated in writing by the initial registered owner thereof All Bonds issued and delivered in conversion of and exchange for the Initial Bonds 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 maturity date), shall be in the appropriate form prescribed in this Ordinance, and shall have the characteristics, and may be assigned, transferred, and converted as hereinafter provided ]f an 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 such Initial Bond shall have a single stated matur- ity date, and shall not be payable in installments, and each such Bond shall have a maturity date corresponding to the due date of the installment of principal or maturity amount or portion thereof for which the substitute Bond is being ex- changed, and each such Bond shall bear interest payable in the same manner and at the single rate applicable to and borne by such installment of principal or maturity amount or portion thereof for which it is being exchanged If only a portion of an Initial Bond is assigned and transferred, there shall be delivered to and registered in the name of the initial regis- tered 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 Bonds is assigned and transferred or converted each Bond issued in exchange therefor shall have the same maturity date and bear interest at the same rate and payable in the same manner as the Bond for which it is exchanged A form of assignment shall be printed or endorsed on each Bond, excepting the Initial Bonds, which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment 13 thereof upon surrender of any Bonds or any portion or por- tions 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 charac- teristics herein described, payable to such assignee or assign- ees (which then will be 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 regis- tered 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 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 any Bond or any portion thereof (3.) 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 (b) Ownership of Bonds The entity in whose name 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 shall be made only to such registered owner All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid (c) Payment of Bonds 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 to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance (d) Conversion and Exchange or Replacement, eutnenti- cation Each Bond issued and delivered pursuant to this Orddinance, to the extent of the unpaid or unredeemed principal balance, principal amount, or maturity amount thereof, may, upon surrender of such Bond at the principal corporate trust office of the Paying Agent/Registrar, together with a written request therefor duly executed by the registered owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives, with guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the registered owner or such assignee or assignees, as appropriate, be converted into and exchanged for fully regis- tered bonds, without interest coupons, in the form prescribed in the applicable 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 14 amount equal to the unpaid or unredeemed principal balance, principal amount, or maturity amount of any Bond or Bonds so surrendered, and payable to the appropriate registered owner, assignee, or assignees, as the case may be if an Initial Bond is assigned and transferred or converted each substitute Bond issued in exchange for any portion of such Initial Bond shall have a single stated maturity date, and shall not be payable in installments, and each such Bond shall have a maturity date corresponding to the due date of the installment of principal or maturity amount or portion thereof for which the substitute Bond is being exchanged, and each such Bond shall bear interest payable in the same manner and at the single rate applicable to and borne by such installment of principal or maturity amount or portion thereof for which it is being exchanged If a portion of any Bond (other than the initial Bonds) shall be redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the same maturity date, bearing interest payable in the same manner and 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 or maturity amount equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender thereof for cancellation If any Bond or portion thereof (other than the Initial Bonds) is assigned and transferred or converted, each Bond issued in exchange therefor shall have the same maturity date and bear interest at the same rate as the Bond for which it is being exchanged Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond The Paying Agent/ Registrar shall convert and exchange or replace Bonds as provided herein, and each fully registered bond delivered in conversion of and exchange for or replacement of any Bond or portion thereof as permitted or required by any provision of this ordinance shall constitute one of the Bonds for all purposes of this Ordinance, and may again be converted and exchanged or replaced THE INITIAL BONDS issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conver- sion of and exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be printed a bond, in the form substantially as follows "PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE it is hereby certified that this Bond has been issued under the provisions of the Bond ordinance described in this Bond, and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas Dated MBANK DALLAS, NATIONAL ASSOCIATION, DALLAS, TEXAS Paying Agent/Registrar By Authorized Representative" An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign the above Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed The Paying Agent/Registrar promptly shall cancel all Bonds surren- dered for conversion and exchange or replacement No addition- al ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange or 15 replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said 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 Art 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 converted 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, converting, and exchanging any Bond or any portion thereof, but the one re- questing 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 assigned, (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) Pavment 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 regis- tration 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 16 otherwise 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 Regis- tration Books (or a copy thereof), along with all other perti- nent 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 promptly 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 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 The form of all Bonds issued in conversion and exchange or replacement of the Current Interest Initial Bond and bonds subsequently substituted therefor shall differ from those issued in conversion and exchange or replacement of the Capital Improvement Initial Bond and bonds subsequently substituted therefor, all as hereinafter described Bonds having a scheduled maturity date prior to FEBRUARY 15, 2000, are hereafter designated as "Current Inter- est Bonds", and Bonds having a scheduled maturity date on or after FEBRUARY 15, 2000, are hereafter designated as "Capital Appreciation Bonds" FORM OF SUBSTITUTE BONDS (FORM OF FIRST FOUR PARAGRAPHS OF CURRENT INTEREST BONDS) NO UNITED STATES OF AMERICA PRINCIPAL AMOUNT STATE OF TEXAS $ COUNTY OF DENTON CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND, SERIES 1985 INTEREST RATE MATURITY DATE CUSIP NO ON THE MATURITY DATE specified above the CITY OF DENTON, in Denton County, 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 NOVEMBER 1, 1985, 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 FEBRUARY 15, 1987, and semi- annually on each AUGUST 15 and FEBRUARY 15 thereafter, except that if the date of authentication of this Bond is later than JANUARY 31, 1987, such principal amount shall bear interest 17 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 MBANK DALLAS, NATIONAL ASSOCIATION, 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 Ordinancen) 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, 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 last 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 Any accrued interest due upon the redemption of this Bond prior to maturity as provided herein shall be paid to the registered owner at the principal corpor- ate trust office of the Paying Agent/Registrar upon presen- tation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Regis- trar 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 ON FEBRUARY 15, 1995, or on any interest payment date thereafter, this Bond may be redeemed prior to its scheduled maturity, 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 particular portion hereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of this Bond may be redeemed only in an integral multiple of $5,000), at the redemption price of the par or principal amount thereof and accrued interest to the date fixed for redemption At least 30 days prior to the date fixed for any redemption of this Bond or portion hereof prior to maturity d 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/Registrar 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 this Bond or portion thereof to be redeemed, at its address as it appeared on the 45th 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 18 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 redemp- tion 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 this Bond or portion hereof which is to be so re- deemed If such written notice of redemption is published and if due provision for such payment is made, all as provided above, this Bonds or portion hereof which is to be so redeemed thereby automatically shall be treated as redeemed prior to its scheduled maturity, and it shall not bear interest after the date fixed for redemption, and it shall not be regarded as being outstanding except for the right 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 this Bond shall be redeemed a substi- tute 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 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 [FORM OF FIRST TWO PARAGRAPHS OF CAPITAL APPRECIATION BOND) NO. CR- UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF DENTON MATURITY AMOUNT S CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND, SERIES 1985 INTEREST RATE MATURITY DATE CUSIP NO ON THE MATURITY DATE SPECIFIED ABOVE, the CITY OF DENTON, in Denton County, Texas (the "Issuer"), being a political subdivision of the State of Texas, hereby promises to pay to or the registered assignee hereof (either being hereafter called the "registered owner") the Maturity Amount of representing the original principal amount hereof and accrued and compounded interest thereon Interest accrues on the original principal amount hereof from DECEMBER 19, 1985, at the interest rate per annum specified above, compounded semiannual- ly on FEBRUARY 15 and AUGUST 15 of each year, commencing FEBRUARY 15, 1986 A table of "Appreciated Amounts" (as defined in the Bond Ordinance) showing the accreted value per 19 $5,000 of the above Maturity Amount on the dates shown therein is printed on the reverse side of this Bond THE MATURITY AMOUNT of this Bond is payable in lawful money of the United States of America, without exchange or collection charges, and this Bond is not subject to redemption prior to its Maturity Date The Maturity Amount of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond on the above Maturity Date, at the principal corporate trust office of MBANK DALLAS, NATIONAL ASSOCIATION, DALLAS, TEXAS, which is the "Paying Agent/Regis- trar" for this Bond, and shall be paid by the Paying Agent/- Registrar solely from funds of the Issuer required to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided, and shall be paid to the registered owner hereof appearing on the Registration Books kept by the Paying Agent/ Registrar, as hereinafter described The Issuer cove- nants with the registered owner of this Bond that on or before the Maturity Date for this Bond it will make available to the Paying Agent/Registrar, from the Interest and Sinking Fund as defined by the ordinance authorizing the Bonds (the "Bond ordinance"), the amounts required to provide for the payment, in immediately available funds, of the Maturity Amount, when due [ALL OF THE FOLLOWING SHALL BE PRINTED IN ALL BONDS] IF THE DATE for making payments with respect to this Bond shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the Paying Agent/Regis- tiar is located are authorized by law or executive order to close, then the date for such payment shall be the next suc- ceeding day which is not such a Saturday, Sunday, legal holi- day, 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 dated NOVEMBER 1, 1985, authorized in accordance with the Constitution anc laws of the State of Texas in the aggregate principal amount of $23,726,730 25, FOR THE PURPOSE OF OBTAINING FUNDS REQUIRED TO REFUND $26,630,000 IN AGGREGATE PRINCIPAL AMOUNT OF TAX SUP- PORTED OBLIGATIONS OF THE CITY OF DENTON, TEXAS THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTE- GRAL MULTIPLE OF $5,000 may be assigned and shall be trans- ferred 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 satisfac- tory 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 representa- tive,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 20 Bonds The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such trans- fer, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto 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 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 of the maturing amount hereof As provided in the Bond Ordinance, this Bond, or any unpaid maturing amount hereof, may, at the request of the registered owner or the assignee or assignees hereof, be con- verted into and exchanged for a like aggregate maturing 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 and payable in the same manner, in any denomination or denominations in any integral multiple of $5,000 such maturing amount 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 conversion and exchange 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 substi- tute 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 voted, authorized, issued, sold, and delivered, 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 have been performed, existed, and been done in accordance with law, that this Bond is a general obligation of the Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in the Issuer, and have been pledged irrevocably for such payment, within the limit pre- scribed by law BY BECOMING the registered owner of this Bond, the regis- tered owner thereby acknowledges all of the terms and provi- sions 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 Ordi- nance 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 facsimile signature of the Mayor of the Issuer and countersigned with the 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 (facsimile signature) (facsimile signature) City Secretary, Mayor, City of Denton, Texas City of Denton, Texas (CITY SEAL) FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in this Bond, and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas MBANK DALLAS, NATIONAL ASSOCIATION, DALLAS, TEXAS Paying Agent/Registrar Dated By Authorized Representative FORM OF ASSIGNMENT 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 (print or typewrite Assignee's name and Security or Taxpayer address, including zip code) Identification Number) an hereby irrevocably constitutes and appoints attorney to transrer the registration or tnis bona on the Paying Agent/Registrar's Registration Books with full power of substitution in the premises Dated Signature Guaranteed NOTICE This signature must be Registered Owner guaranteed by a member of the NOTICE This signature must New York Stock Exchange or a correspond with the name of commercial bank or trust the Registered Owner appear- company ing on the face of this Bond Section 8 TAX LEVY A special Interest ana Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund 22 shall be established and maintained by the Issuer at an offi- cial depository bank of the Issuer The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds All ad valorem taxes levied and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the Interest and Sinking Fund During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year), and said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law Section 10 DEFEASANCE OF BONDS (a) Any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity, upon redemption, or otherwise) either W 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 reinvestment, of suffi- cient 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 valorem 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 (b) Any moneys so deposited with the Paying Agent/Regis- trar may at the written direction of the Issuer also be in- vested 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 de- posited, shall be turned over to the Issuer, or deposited as directed in writing by the issuer 23 (c) The term "Government obligations" as used in this Section 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, 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 11 DAMAGED, MUTILATED, LOST, STOLEN, OR DE- STROYED BOLDS (a) Replacement Bonds In the event any outstanding Bond is imaged, 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) A lication for Re lacement Bonds Application for replacement o 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/ Registrar such security or indemnity as may be required by them to save each of them harmless from any lobs 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 the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond, as the case may be 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 muti- lated (c) No Default Occurred Notwithstanding the foregoing provisions of this Section, in the event of any such Bond shall have matured, and no default has occurred which is then con- tinuing 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) Char a for Issuing Replacement Bonds Prior to the issuance of any replacement ond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith Every replacement bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer 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 Ordinance (e) Authority for Issuing Replacement Bonds In accor- dance with Section 6 of Vernon s Ann Tex Civ St Art 717k-6, this Section of this Ordinance shall constitute author- ity for the issuance of any such replacement bond without 24 necessity of further action by the governing body of the Issuer 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 authen- ticate 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 12 CUSTODY, APPROVAL, AND REGISTRATION OF INITIAL BONDS, BOND COUNSEL'S OPINION, AND CUSIP NUMBERS The mayor of the issuer is hereby authorized to have control of the Initial Bonds issued hereunder and all necessary records and proceedings pertaining to the Initial Bonds pending their de- livery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registra- tion by the Comptroller of Public Accounts of the State of Texas Upon registration of the initial Bonds said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on the Initial Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the Initial Bonds 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 Bonds or on any Bonds issued and delivered in conversion of and exchange or replace- ment of any Bond, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Bonds Section 13 NO ARBITRAGE The Issuer covenants to and with the registered owners of the Bonds that it will make no use of the proceeds of the Bonds at any time throughout the term of this issue of Bonds which, if such use had been reason- ably expected on the date of delivery of the Bonds to and payment for the Bonds by the purchasers, would have caused the Bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertaining thereto, and by this covenant the issuer is obligated to comply with the requirements of the aforesaid Section 103(c) and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds The Issuer further covenants that the proceeds of the Bonds will not otherwise be used directly or indirectly so as to cause all or any part of the Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 103(c), or any regulations or rulings pertaining thereto Section 14 SALE OF INITIAL BONDS The Initial Bonds are hereby sold and shall be delivered to Salomon Brothers Inc, as representative of the underwriters, in accordance with the Bond Purchase Contract dated the date of this meeting and presented to the city Council of the City at this meeting The Mayor of the Issuer is authorized and directed to execute, on behalf of the Issuer, said Bond Purchase Agreement in the form and substance submitted at this meeting Section 15 OFFICIAL STATEMENT An Official Statement dated as of the date of this meeting has been prepared in connection with the sale of the Initial Bond and the Bonds, in the form and substance submitted at this meeting Said Offi- cial Statement and any supplement or addenda thereto have been and are hereby approved, and their use in the offer and sale of the Bonds is hereby approved It is further officially found, determined, and declared that the statements and representa- tigns contained in said Official Statement are true and correct in all material respects, to the best knowledge and belief of the Issuer The distribution and use of the Preliminary 25 Official Statement dated November 13, 1985, prior to the date hereof is hereby ratified and approved Section 16 REFUNDING OF OUTSTANDING OBLIGATIONS That concurrently with the delivery of the Initial Bonds the Issuer shall deposit an amount from the proceeds from the sale of the Initial Bonds, with InterFirst Bank Dallas, N A , Dallas, Texas, as Escrow Agent, sufficient, together with other avail- able amounts, to refund all of the Outstanding Obligations in accordance with Section 7A of Vernon's Ann Tex Civ St Article 717k, as amended By resolution of the Issuer of even date herewith the Issuer has authorized the execution of an appropriate Escrow Agreement to accomplish such purpose It is hereby found and determined that the refunding of the Outstand- ing Obligations is advisable and necessary in order to restruc- ture the debt service requirements and procedures of the Issuer, and that the debt service requirements on the Bonds will be less than those on the Outstanding Bonds, resulting in a reduction in the amount of principal and interest which otherwise would be payable, and causing a reduction in the amount of bond taxes required in the Issuer Section 17 FURTHER PROCEDURES The Mayor and City Secretary of the Issuer, and all other officers, employees, and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge, and deliver in the name and on behalf of the Issuer all such instruments and agreements, whether or not herein mentioned, as may be necessary or desir- able in order to carry out the terms and provisions of this Bond Ordinance, the Bonds, the sale and delivery of the Initial Bonds and the other Bonds, the Official Statement, and the Escrow Agreement In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery " 26 GENERAL CERTIFICATE THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON we, the undersigned officers of the City of Denton, Texas (the "Issuer") hereby certify as follows 1 That this certificate is executed for and on behalf of said Issuer with reference to the issuance of the proposed City of Denton General Obligation Refunding Bonds, Series 1985, dated November 1, 1985, authorized by ordinance of the City Council passed on November 26, 1985, as amended on December 3, 1985 (the Bond Ordinance), initially issued and delivered as two fully registered bonds payable in installments to the registered owner, but convertible into fully registered bonds in any multiple of $5,000 (collectively, the "Bonds") 2 That said Issuer is a duly incorporated Hare Rule City, having more than 5000 inhabitants, operating and existing under the Constitution and laws of the State of Texas and the duly adopted Hare Rule Charter of said City, which Charter has not been changed or amended since the passage of the ordinance authorizing the issuance of the General Obligation Bonds, Series 1985, dated July 1, 1985 3 That no litigation of any nature has ever been filed pertaining to, affecting, questioning, or Mntesting (a) the authorization, issuance, execu- tion, delivery, payment, security, or validity of the Bonds or the tax supported obligations being refunded by the Bonds, (b) the authority of the governing body and the officers of said Issuer to issue, execute, and deliver the Bonds, (c) the validity of the corporate existence of said Issuer, (d) the current Tax Rolls of said Issuer, or (e) the Home Rule Charter of said Issuer, and that no litigation is pending pertaining to, affecting, questioning, or contesting the current boundaries of said Issuer 4 That attached to this certificate and marked "Exhibit A" is a true, full, and correct schedule and statement of the aforesaid proposed Bonds, and of all presently outstanding tax indebtedness of said Issuer 5 That the currently effective ad valorem tax appraisal roll of said Issuer (the "Tax Roll") is the Tax Roll prepared and approved during the calendar year 1985, being the most recently approved Tax Roll of said Issuer, that the taxable property in said Issuer has been appraised, assessed, and valued as required and provided by the Texas Constitution and Property Tax Code (col- lectively, "Texas law"), that the Tax Roll for said year has been submitted to the City Council of said Issuer as required by Texas law, and has been approved and recorded by said City Council; and according to the Tax Roll for said year the net aggregate taxable value of taxable property in said Issuer (after de- ducting the amount of all applicable exemptions required or authorized under Texas law), upon which the annual ad valorem tax of said Issuer has been imposed and levied, is $1,4430543,458 6 That none of the tax supported obligations described in the Bond Ordi- nance being refunded by the Bonds has ever been held in, or purchased for the account, of the "Interest and Sinking Fund" created and maintained for the benefit of such obligations being refunded, that all amounts in said Interest and Sinking Fund which are available for the retirement of the tax obligations being refunded will be used for such purpose, and there are no defaults whatever existing with respect to said obligations or the ordinances authorizing same 7 That to the best of our knowledge and belief the statements and in- formation set forth in the official Statement dated November 26, 1985, pertaining to the Bonds and the City, are true and correct 8 That the Bond Ordinance and the Resolution adopted on November 26, 1985, authorizing the Escrow Agreement described in the Bond Ordinance are in full force and effect and have not been amended or rescinded, except for the amendment to the Bond Ordinance on December 3, 1985 SIGNED AND SEALED the day of , 1985 2 City Secretary (SEAL)