HomeMy WebLinkAboutOrdinance 11011.~,
FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
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FIRST AMENDMENT TO
SIXTEENTH SUPPLEMENTAL
REGIONAL AIRPORT
CONCURRENT BOND ORDINANCE
Relating to the Issuance and Delivery of
DALLAS-FORT WORTH REGIONAL AIRPORT
JOINT REVENUE REFUNDING BONDS
SERIES 1992
Passed by
The City Councils of
THE CITY OF DALLAS, TEXAS
and
THE CITY OF FORT WORTH, TEXAS
February 11 and 12, 1992
Dated as of February 1, 1992
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FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
CITY OF DALLAS ORDINANCE
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CITY OF FORT WORTH OR/,DIN/ANCE
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An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort
Worth, amending the Sixteenth Supplemental Regional Airport Concurrent Bond Ordinance passed by the
City Councils of the City of Dallas, Texas and the City of Fort Worth, Texas on October 9 and 10, 1990;
authorizing and approving the execution and delivery of a Credit Agreement; ordaining other matters incident
and relating to the subject and purpose hereof; and declaring an emergency
WHEREAS, the City Councils, respectively, of the Cities of Dallas and Fort Worth (the "Cities") on
October 9 and 10, 1990 concurrently passed the Sixteenth Supplemental Regional Airport Concurrent Bond
Ordinance (the "Sixteenth Supplemental Ordinance") authorizing the issuance of the Dallas-Fort Worth
Regional Airport Joint Revenue Refunding Bonds, Series 1992 in the aggregate amount of $34,170,000 and
on such dates also authorized entering into a Forward Purchase Agreement with respect thereto for delivery
on March 25, 1992;
WHEREAS, the Sixteenth Supplemental Ordinance requires that a direct pay letter of credit be
obtained prior to such initial delivery;
WHEREAS, subsequent to the adoption of the Sixteenth Supplemental Ordinance the Cities adopted
the Eighteenth Supplemental Regional Airport Concurrent Bond Ordinance authorizing the Dallas-Fort
Worth Regional Airport Joint Revenue Bonds, Series 1992A for delivery on February S, 1992 and such
delivery has been accomplished and resulted in substantial additional debt service savings;
WHEREAS, such additional debt service savings allow the Cities to simplify the calculation of
Maximum Rate under the Sixteenth Supplemental Ordinance without violating the reserve requirements of
the 1968 Ordinance;
WHEREAS, a Letter of Credit and Reimbursement Agreement has been negotiated with National
Westminster Bank PLC, acting through its New York Branch, to provide a direct pay letter of credit as
required by the Sixteenth Supplemental Ordinance;
WHEREAS, it is deemed necessary and desirable to amend the definition of Maximum Rate and
certain other terms and provisions of the Sixteenth Supplemental Ordinance and to approve the Letter of
Credit and Reimbursement Agreement; and
WHEREAS, the City Councils have each found and determined as to each that the matters to which
this Ordinance relates are matters of imperative public need and necessity in the protection of the health,
safety and morals of the citizens of each of the Cities and, as such, that this Ordinance is an emergency
measure and shall be effective as to each City respectively upon its adoption by its City Council, and the
meetings were open to the public as required by law; and that public notices of the time, place and purpose
of said meetings were given as required by Article 6252-17, V.A.T C.S., as amended.
' FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS,
TEXAS.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT
WORTH, TEXAS.
Section 1.1 The Sixteenth Supplemental Ordinance is hereby amended by
(a) amending the definition of "Government Obligations" contained in Article II, Section 2.2. to read
as follows.
"GOVERNMENT OBLIGATIONS" shall mean any of the following securities, if and to the
extent the same are non-callable, at the time legal for investment of the Issuer's funds, as
determined by the Issuer direct obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed as to full and timely payment by, the United States
of America, including obligations issued or held in book-entry form on the books of the
Department of the Treasury of the United States of America and including a receipt,
certificate or any other evidence of an ownership interest in an aforementioned obligation,
or in specified portions thereof (which may consist of specified portions of interest thereon)
excluding unit investment trusts and mutual funds.
(b) amending the definition of "Mandatory Purchase Date" contained in Article II, Section 2.2. to read
as follows:
"MANDATORY PURCHASE DATE" shall mean (i) any Purchase Date for Bonds in the
Unit Pricing Mode, (ii) any Mode Change Date, (iii) any Substitution Tender Date and (iv)
the fifth Business Day prior to termination of a Letter of Credit by its terms where no
substitution of an Alternate Letter of Credit is to occur
(c) amending the definition of "Maximum Rate" contained in Article II, Section 2.2. thereof to read
as follows.
"MAXIMUM RATE" shall mean a rate of interest for any period of determination not
exceeding fifteen percent per annum; provided, however, that in no event shall such rate of
interest ever exceed the maximum rate allowed by State law
(d) amending the definition of "Purchase Price" contained in Article II, Section 2.2. thereof to read
as follows:
"PURCHASE PRICE" shall mean (i) an amount equal to the principal amount of any Series
1992 Bonds purchased on any Purchase Date, or (ii) an amount equal to the principal amount
of any Series 1992 Bonds purchased on a Mandatory Purchase Date.
(e) amending the definition of Rating Confirmation Notice contained in Article II, Section 2.2. thereof
to read as follows.
"RATING CONFIRMATION NOTICE" shall mean a notice from Moody's, if the Series 1992
Bonds are then rated by Moody's and S&P, if the Series 1992 Bonds are then rated by S&P,
confirming that the rating on the Series 1992 Bonds will not be lowered, suspended or
withdrawn as a result of the action proposed to be taken.
(f) amending the definition of Seasoned Funds contained in Article II, Section 2.2. thereof to read as
follows:
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FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
"SEASONED FUNDS" shall mean (i) moneys derived from drawings under the Letter of
Credit, (ii) moneys received by the Paying Agent/Registrar and held in accounts created under
this 1992 Ordinance for a period of at least one hundred twenty-four (124) days and not
commingled with any moneys so held for less than said period and during and prior to which
period no petition in bankruptcy was filed by or against the Cities or the Board under the
United States Bankruptcy Code, (iii) moneys with respect to which the Paying
Agent/Registrar shall have received an opinion of wunsel experienced in matters pertaining
to the United States Bankruptcy Code, which opinion is acceptable to Moody's and S&P's as
evidenced by a letter therefrom, that the contemplated use of such moneys would not
constitute a transfer of property voidable under Sections 544 or 547 of the United States
Bankruptcy Code, should the Cities or the Board become a debtor under such Code or (iv)
investment income derived from the investment of moneys described in clause (i), (ii) or (iii).
(g) amending Article III, Section 3.2.D.(9) to read as follows:
(9) that from and after the Mode Change Date, the Letter of Credit and the Letter of Credit
ratings will no longer be in effect and the anticipated ratings on the Bonds;
(h) amending the third sentence of Article III, Section 3.4.G to read as follows:
The Cities covenant with the registered owners of the Series 1992 Bonds that at all times
while the Series 1992 Bonds are outstanding the Cities will provide a competent and legally
qualified bank, trust company, financial institution or other agency to act as and perform the
services of Paying Agent/Registrar for the Series 1992 Bonds under this 1992 Ordinance, and
that the Paying Agent/Registrar will be one entity The Cities reserve the right to, and may,
at their option, change the Paying Agent/Registrar upon not less than 60 days written notice
to the Paying Agent/Registrar So long as the Series 1992 Bonds are in the Unit Price Mode,
the Paying Agent/Registrar shall be located in New York, New York and shall be a
commercial bank with trust powers or a trust company In the event that the entity at any
time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other
method) should resign or otherwise cease to act as such, the Cities covenant that they
promptly will appoint a competent and legally qualified national or state banking institution
which shall be a corporation organized and doing business under the laws of the United
States of America or of any state, authorized under such laws to exercise trust powers, subject
to supervision or examination by federal or state authority, and whose qualifications
substantially are similar to the previous Paying Agent/Registrar to act as Paying
Agent/Registrarunder this 1992 Ordinance. Upon any change in the Paying Agent/Registrar,
the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration
Books (or a copy thereof), along with all other pertinent books and records relating to the
Series 1992 Bonds, to the new Paying Agent/Registrar designated and appointed by the Cities.
Upon any change in the Paying Agent/Registrar, the Cities promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the
Series 1992 Bonds, by United States Mail, postage prepaid, which notice also shall give the
address of the new Paying Agent/Registrar. By accepting the position and performing as such,
each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this 1992
Ordinance, and a certified copy of this 1992 Ordinance shall be delivered to each Paying
Agent/Registrar
(i) adding to the first paragraph of Article III, Section 3.S.B. the following sentence:
The Paying Agent/Registrar shall; (i) make payment when due, (ii) cause a mandatory
redemption when required and (iii) draw on the Letter of Credit without seeking indemnity
and without consent of the Bank and payments to, or any lien of, the Paying Agent/Registrar
' FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
shall be subordinate to the rights of the Series 1992 Bonds with respect to amounts held in
any fund or account established by this 1992 Ordinance.
(j) deleting the last sentence of Article III, Section 3.7
(k) adding to Article III a new Section 3.8. to read as follows.
Section 3.8. Bank-Owned Bonds Except with respect to the remarketing of Bank-Owned
Bonds, all payments of principal of and interest on Bank-Owned Bonds shall be made by the
Board by wire transfer of immediately available funds to the Bank; and the Paying
Agent/Registrar shall not be responsible for the payment of the principal of or interest on
Bank-Owned Bonds or the calculation of the amounts thereof. Notwithstanding anything to
the contrary contained in this 1992 Ordinance, neither presentation nor surrender of Bank-
Owned Bonds shall be a condition to payment of principal of or interest on Bank-Owned
Bonds. Notwithstanding anything to the contrary contained in this 1992 Ordinance, Bank-
Owned Bonds shall not be subject to purchase under Sections 3.S.F., 3.5 G., 3.S.H. or 3.S.I.
of this 1992 Ordinance and, for ease of administration, shall not be considered to have
Interest Periods or Purchase Dates.
(1) amending the last sentence of Article VI, Section 6.4 to read as follows.
While such accounts are in existence, the amounts required to be deposited in the Interest
and Sinking, Fund pursuant to Section 6.3. hereof shall be credited to the 1992 Interest
Account or the 1992 Principal Account, as appropriate, and shall be withdrawn and used
solely to reimburse the Bank for drawings under the Letter of Credit to pay interest on and
principal of the Series 1992 Bonds (pursuant to Sections 6.S.A. and 6.S.B. hereof) on the
respective dates on which such drawings are honored under the Letter of Credit.
(m) deleting the first two sentences of Article VI, Section 6.S.A. and in its place substituting the
following four sentences.
During the Unit Pricing Mode, the Paying Agent/Registrar, on the third Business Day of each
calendar month, by telex, telecopy or telegraphic demand given before 4:00 p.m. on such day,
shall draw on the Letter of Credit in accordance with the terms thereof so as to receive
thereunder by 1:00 p.m. on the next Business Day of such calendar month, an amount equal
to the amount of interest accrued on the Series 1992 Bonds during the previous calendar
month whether or not paid or due and payable, less the amount of interest earnings in the
Interest Reserve Fund to be credited to the payment of such interest accrued on the Series
1992 Bonds (it being understood that there shall be credited to the payment of such interest
accrued on the Series 1992 Bonds and deducted from the amount of such draw on the Letter
of Credit the amount of all interest earnings on deposit in the Interest Reserve Fund which
was not theretofore credited. to the payment of interest on the Series 1992 Bonds and
deducted from the amounts of prior draws on the Letter of Credit to pay interest on the
Series 1992 Bonds). During the Unit Pricing Mode, the Paying Agent/Registrar, on the
Business Day next preceding any Principal Payment Date (which is not an Interest Payment
Date), by telex, telecopy or telegraphic demand given before 4:00 p.m. on such day, shall draw
on the Letter of Credit in accordance with the terms thereof so as to receive thereunder by
1:00 p.m. on such Principal Payment Date, an amount equal to the amount of interest payable
on the Series 1992 Bonds on such Principal Payment Date, less the amount available in the
Interest Reserve Fund for the payment of such interest on the Series 1992 Bonds (it being
understood that any such draw on the Letter of Credit shall be made only if and to the extent
there are insufficient funds available in the Interest Reserve Fund to pay such interest on the
Series 1992 Bonds). During the Unit Pricing Mode, the Paying Agent/Registrar, on the
Business Day next preceding each Interest Payment Date, by telex, telecopy or telegraphic
4
FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
demand given before 4:00 p.m. on such day, shall draw on the Letter of Credit in accordance
with the terms thereof so as to receive thereunder by 1:00 p.m. on such Interest Payment
Date, an amount equal to the amount of interest payable on the Series 1992 Bonds on such
Interest Payment Date, less the amount available in the Interest Reserve Fund for the
payment of such interest on the Series 1992 Bonds (it being understood that any such draw
on the Letter of Credit shall be made only if and to the extent there are insufficient funds
available in the Interest Reserve Fund to pay such interest on the Series 1992 Bonds). All
time references in Article VI hereof are to New York time.
(n) amending Article VI, Section 6.S.G to read as follows:
When the Letter of Credit is in effect, money in the 1992 Letter of Credit Account shall be
used and withdrawn by the Paying Agent/Registrar on each Principal Payment Date to pay
the principal of the Bonds which is due and payable on the Series 1992 Bonds on such
Principal Payment Date (whether at maturity or redemption). Amounts in the 1992 Letter
of Credit Account shall be held invested in Government Obligations maturing no later than
the date such funds will be needed to pay the principal of and premium, if any, and interest
on the Series 1992 Bonds or for 30 days whichever is less, and shall be held separate and
apart from all other Funds and accounts.
(o) amending the first sentence of the first paragraph of Article VI, Section 6.S.H. to read as follows
There is hereby established and the Paying Agent/Registrar will hold and maintain, so long
as the Letter of Credit is in effect and the Series 1992 Bonds are in the Unit Pricing Mode,
the Interest Reserve Fund.
(p) deleting the last sentence of the first paragraph of Section 6.S.H. and in its place substituting the
following:
When the Series 1992 Bonds are in the Unit Pricing Mode, the Paying Agent/Registrar shall
apply amounts on deposit in the Interest Reserve Fund on each Interest Payment Date and
each Principal Payment Date (which is not an Interest Payment Date) to the payment of the
interest which is due and payable on the Series 1992 Bonds on such date. Any interest or
profits on deposits and investments in the Interest Reserve Fund shall be held in the Interest
Reserve Fund and credited against interest to come due on the Series 1992 Bonds.
(q) amending the last paragraph of Article VI, Section 6.S.H. to read as follows
Any moneys held by the Paying Agent/Registrar in the Interest Reserve Fund shall be held
invested in Government Obligations with maturity periods of not exceeding 30 days and in
no event longer than such period(s) as will make such moneys available when needed. Such
moneys shall be held separate. and apart from all other Funds and accounts. Notwithstanding
the deposit of such moneys under this 1992 Ordinance and the subsequent reimbursement
of the Bank for the amount so deposited, the Cities and the Board have no right, title or
interest in such moneys in the Interest Reserve Fund which will be held exclusively for the
holders of the Series 1992 Bonds and paid over in accordance with the provisions of this 1992
Ordinance.
(r) inserting after Article VI, Section 6.S.H. a new section to read as follows:
I. Notwithstanding anything to the contrary contained in this 1992 Ordinance, the Paying
Agent/Registrarshah not apply any moneys drawn under the Letter of Credit to the payment
or purchase of Bank-Owned Bonds. The Paying Agent/Registrar shall surrender the Letter
of Credit to the Bank on the date on which the Letter of Credit expires in accordance with
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- FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
its terms. Immediately upon resignation or removal of the Paying Agent/Registrar and the
appointment of a successor Paying Agent/Registrar in each case in accordance with this 1992
Ordinance, the predecessor Paying Agent/Registrar shall take all such actions as may be
required under the terms of the Letter of Credit to transfer the Letter of Credit to the
successor Paying Agent/Registrar On or prior to each date on which the Paying
Agent/Registrar shall make a drawing under the Letter of Credit, and in no event later than
concurrently with the making of such drawing, the Paying Agent/Registrar shall advise the
Board, by telecopy, telegraph, telex, facsimile transmission or other similar electronic means
of communication, of (i) the date and amount of such drawing, and (ii) the reason for such
drawing. Upon any remarketing of Bank-Owned Bonds by the Remarketing Agent, the
Paying Agent/Registrarshali (i) notify the Bank and the Board by tested telex or telecopy (a)
of the principal amount of Bank-Owned Bonds being remarketed, and (b) that it is delivering,
or causing to be delivered, to the Bank an amount of immediately available funds at least
equal to the principal amount of such Bank-Owned Bonds constituting the proceeds of such
remarketing, and (ii) confirm with the Bank the reinstatement of the Letter of Credit in
respect of such Bonds. After, and only after, receipt of confirmation (which may be telecopy,
telegraph, telex, facsimile transmission or other electronic means of communication) from the
Bank of reinstatement of the Letter of Credit to cover such Bank-Owned Bonds following
remarketing, the Paying Agent/Registrar shall authenticate and register new Bonds for such
Bank-Owned Bonds for the respective purchasers thereof and deliver the same to or upon the
instruction of the Remarketing Agent. Notwithstanding the provisions of Article III hereof,
while the Series 1992 Bonds are in the Unit Pricing Mode the Paying Agent/Registrar shall
timely make all transfers and exchanges so as to comply with the delivery times required in
the Unit Pricing Mode by this 1992 Ordinance.
(s) amending the first paragraph of Article VI, Section 6.6.(ii) to read as follows.
(ii)1992 Letter of Credit Purchase Account. Upon receipt of the immediately available funds
transferred to the Paying Agent/Registrar pursuant to Section 6.5(C) hereof, the Paying
Agent/Registrar shall deposit such money in the 1992 Letter of Credit Purchase Account for
application to the Purchase Price of the Series 1992 Bonds to the extent that the moneys on
deposit in the 1992 Remarketing Proceeds Account shall not be sufficient. Any amounts
deposited in the 1992 Letter of Credit Purchase Account and not needed with respect to any
Purchase Date or Mandatory Purchase Date for the payment of the Purchase Price for any
Series 1992 Bonds shall be immediately returned to the Bank.
(t) amending Article VI, Section 6.9.(c) to read as follows:
(c) If the Series 1992 Bond is subject to mandatory purchase pursuant to a Substitution of
Alternate Letter of Credit, the Owner of such Series 1992 Bond may elect to retain such
Bond (or portion thereof) by giving an irrevocable written notice to the Paying
Agent/Registrar prior to 4:(14 p.m. on the fifth (5th) Business Day preceding the Substitution
Tender Date which shall (i) state that the person delivering the notice is an Owner, (ii)
specify the numbers and denominations of Series 1992 Bonds (or portions thereof) to be
retained, and (iii) acknowledge that the Owner has received notice of the events leading to
the mandatory purchase and understands that the rating on the Series 1992 Bonds is expected
to be lowered by Moody's and/or S&P, if applicable, and that the prior Bank will have no
further liability on the Series 1992 Bonds after the Substitution Tender Date; and
(u) adding to Article VI a new Section 6.11. to read as follows.
Section 611 Notices from Paying Agent/Registrar The Paying Agent/Registrar shall notify
Moody's and S&P of: (i) any change in Paying Agent/Registrar or Remarketing Agent; (ii)
any amendment of this 1992 Ordinance; (iii) any amendment, expiration, termination,
6
`_' FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
extension or substitution of the Letter of Credit, (iv) conversion to the Fixed Rate Mode and
(v) any redemption of all or a portion of the Series 1992 Bonds and any such notice shall be
sent to Moody's Attention. Public Finance Department -Structured Finance Group, 99
Church Street, New York, New York 10007 and to Standard & Poor's, Attention. Municipal
Structured Finance, at 25 Broadway, New York, New York 10004
The terms and provisions of the Sixteenth Supplemental Ordinance other than expressly amended herein shall
remain in full force and effect.
Section 1.2. The Letter of Credit and Reimbursement Agreement in substantially the form
forwarded by the Executive Director of the Airport to the Cities pursuant to the resolution of the Board is
hereby accepted, approved and authorized to be executed and delivered in such form, to the parties set forth
therein, with such changes and modifications as the respective City Attorneys shall approve as necessary and
appropriate as evidenced by their execution thereof. The Letter of Credit and Reimbursement Agreement
shall be executed on behalf of the City of Dallas by the City Manager, with its corporate seal impressed
thereon and approved as to form by the Acting City Attorney The Letter of Credit and Reimbursement
Agreement shall be executed on behalf of the City of Fort Worth by the City Manager, with its corporate seal
impressed thereon, attested by the Assistant City Secretary, and approved as to form and legality by the City
Attorney The Board shall submit such Letter of Credit and Reimbursement Agreement to the Attorney
General of the State of Texas for approval in accordance with Article 717q V.A.T C.S., as amended.
Section 1.3. This 1992 Ordinance may be executed in counterparts, and when duly passed by both
Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect.
FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL THIS FEBRUARY 12,
1992.
AS TO FORM:
'&eti'g City Attorney
City of Dallas, Texas
PASSED FEBRUARY 11, 1992 v
Mayor, City of F t orth, Texas
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APPROVEDdAS TO FO ~ .. ~^ D LEGALITY:
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City Attorney,
City of Fort Worth, Texas
8
FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
THE STATE OF TEXAS
COUNTY OF DALLAS
CITY OF DALLAS
I, Robert S. Sloan, City Secretary of the City of Dallas, Texas, do hereby certify
1. That the above and foregoing is a true and correct copy of an excerpt from the minutes
of the City Council of the City of Dallas, had in regular meeting, February 12, 1992 which ordinance
is duly of record in the minutes of said City Council.
2. That said meeting was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Vernon's Ann. Texas Civ St. Article 6252-17, as amended.
WITNESS MY HAND and seal of the City of Dallas, Texas, this 12th day of February, 1992.
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City Secretary, City of Dallas, Texas
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FIRST AMENDMENT TO SIXTEENTH SUPPLEMENTAL ORDINANCE
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF FORT WORTH
I, Gloria Pearson, Assistant City Secretary of the City of Fort Worth, Texas, do hereby certify
1. That the above and foregoing is a true and correct copy of an Ordinance, duly presented
and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on
February 11, 1992, as same appears of record in the Office of the City Secretary
2. That said meeting was open to the public, and public notice of the time, place and purpose
of said meeting was given, all as required by Vernon's Ann. Texas Civ St. Article 6252-17, as amended.
WITNESS MY HAND and the Official
February, 1992.
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Seal of the City of Fort Worth, Texas, this 11th day of
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Assistant City Secr ry, City of Fort Worth, Texas
10