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Ordinance 9112
~r ~~ ..;,~'~ ~. ..d ,~ ~~, r~ C 1984 REGIONAL AIRPORT SPECIAL FACILITY REVENUE REFUNDING BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT SPECIAL FACII.ITY REVENUE REFUNDING BONDS, SERIES 1984 $13,400,000 Adopted by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS ~'/~~/ / `~~ ~/~~~ ~/i~ :;, - ('~-^ 'J .. N: 'I fin. Y'1~ CITY OF DALLAS ORDINANCE . No. CITY OF FORT WORTH ORDINANCE No. , Ally AN ORDINANCE ADOPTED CONCURRENTLY by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Special Facility Revenue Refunding Bonds, Series 1984, in the aggregate principal amount of $13,400,000, for the purpose of providing funds to refund certain principal and interest payments with respect to the Dallas-Fort Worth Regional Airport Braniff Special Facilities 'Revenue Bonds, Series 1976, Series 1978 and Series 1979; providing for the security for and payment of said bonds; providing that the same shall not be payable from taxation; providing the form, terms and conditions of such bonds and the manner of their execution; containing covenants and commitments regarding the payment of said bonds;. regarding transfers of airport properties; providing other details concerning such bonds and said Airport; authorizing said Board to see to the delivery of said bonds as herein directed and directing that due observance of the covenants herein contained be made by the Board to the extent such covenants are performable by it, providing and describing events of default and the consequences thereof, providing a method of amending this Ordinance; ordaining other matters inci- dent and relating to the subject and purpose hereof; and declaring an emergency WHEREAS, the Cities of Dallas and Fort Worth have heretofore determined that the then existing commercial aviation and airport facilities of the Cities, specifically Love Field Airport of the City of Dallas and Greater Southwest International Airport of the City of Fort Worth, were wholly inadequate to meet the foreseeable commercial aviation needs of'the citizens of the Cities and the residents and citizens of the entire North Central Texas Region, and ' F 1 A WHEREAS, the Cities have further found and determined. that the most effective,, economic and efficient means of providing needed airport facilities to be the construction and equipment of a cen- trally located airport for the Cities, and to that end by an agreement entitled and hereinafter defined as the "Contract and Agreement," the Cities continued, expanded and further defined the powers and duties of the Dallas-Fort Worth Regional Airport Board (hereinafter defined as the "Board") thereto- fore created, created the Joint Airport Fund of the Cities; and provided for the construction and opera- tion of an airport known as the "Dallas-Fort Worth Regional Airport," also known as the Dallas-Fort Worth Airport (hereinafter called the "Airport"), and - WHEREAS, in the exercise of their lawful authority, the Cities have obtained and;,,,will obtain in the future funds for the purpose of the construction, development and equipment of the Airport in both its first and subsequent phases; and ~~ WHEREAS, the Airport is the major hub, primarily passenger and commercial cargo, airport for the metropolitan area of Dallas and Fort Worth and the entire North Central Texas Region and in that regaxd contains separately identifiable systems, completes and facilities, each of which sepa- rately constitutes but a part of the Airport as a whole, and aIi of which are and will be functionally relative and essential to the proper functioning of the others; and WHEREAS, the funds with which to construct and develop the Airport have been~,a'nd will be obtained under the authority expressed, reserved and recited in`' a certain Ordinance adopted jointly by the Cities, effective as of November 12, 1968, and bearing the short title "1968 Regional Airport Concurrent $ond Ordinance" (hereinafter called "I968 Concurrent Bond Ordinance"), and (M=27) .DFW (S.F ':Bond Ord.) -- 9516 ~.. _ _f~ WHEREAS, among other rights reserved therein and subject to its other terms, Section 8.7 of the 1968 Concurrent Bond Ordinance reserves to the Cities, when requested by the Board, the right, power and authority to issue "Special Facility Bonds" for the purpose of paying all costs of construc- tion of Special Facilities (as therein defined), and WHEREAS, certain Special Facilities, within the meaning of the 1968 Covenant Bond Ordinance, known as the Braniff Special Facilities, have heretofore been financed with Special Facility Bonds, such currently outstanding bonds being Dallas-Fort Worth Regional Airport Brani$ Special Facilities Revenue Bonds, Series 1976, Series 1978 and Series 1979 (collectively, the "Outstanding Bonds"), and WHEREAS, in accordance with the procedures and .provisions described and provided in the Contract and Agreement, the Board executed certain agreements with Braniff Airways, Incorporated, with respect to the Braniff Special Facilities and the Outstanding Bonds, such agreements being, entitled Braniff Airways Special Facilities Lease Agreement, dated as of July 1, 1976, Braniff Airways Special Facilities Supplemental Lease Agreement, dated as of February 1, 1978, and Braniff Airways Special Facilities Second Supplemental Lease Agreement dated as of May 1, 1979 (collectively, the "Braniff Lease Agreements"),and WHEREAS, pursuant to a certain contract and agreement between the Board and Braniff Airways " Incorporated, which agreement was approved by the United States Bankruptcy Court for the Northern District of Texas., Fort Worth Division, Braniff was released from its obligations under the Braniff Lease Agreements and the Braniff Facilities wexe returned to the Board, and WHEREAS, following the approval of such contract and agreement the Board entered into a certain Agreement and Indenture of Lease (the "Facilities Agreement") with GTE Realty Corporation ("GTE Realty") under the terms of which among other matters, the Board leased the Braniff Special Facilities to GTE Realty and GTE Realty has agreed to pay the Board certain "Facilities Rental" which Facilities Rental includes an amount necessary to pay principal and interest on the Outstand- ing Bonds, with such Facilities Rental payments being deferred until May 1, 1986; and , WHEREAS, in order to provide funds to pay principal and interest to become due on the Outstanding Bonds during such deferral period the City Councils have each found and determined as to each that it considers appropriate and necessary to issue their Dallas-Fort Worth Regional Airport Special Facility Revenue Refunding Bonds, Series 1984, such Bonds to be payable from and secured by the payments received by the Board under the Facilities Agreement, subject and sub- ordinate to the payments with respect to the Outstanding Bonds, and other lawfully available sources; and WHEREAS, the Board, as permitted by law and by the Contract and Agreement,, further con- siders it appropriate and necessary in the public interest to have the Brani$ Special Facilities {hereinafter referred to as the "Special Facilities") operated for and on behalf, but under and subject to its jurisdiction and control and to the jurisdiction and control of the Cities under the Contract and Agreement, by GTE Realty as set forth in the Facilities Agreement; and s. 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 WHEREAS, as to each respective City Council, it has been found and determined and it is hereby found and determined that the meeting at which this Ordinance is adopted is open to the public as required by law and that notice of the time, place and purpose of said meeting was given and posted in accordance with the requirements of Article 6252-17, Vernon's Texas Civil Statutes, as amended, 2 ,.~ _ ' q..` `V NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS; TEXAS NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT- WORTH, TEXAS ARTICLE I Title, Findings and Ratification Section 1.1 SHORT TITLE This Ordinance may be cited by the short title "1984 Special Facility Revenue Refunding Bond Ordinance." Section 1.2. FINDINGS All of the declarations and findings contained in, recited or repeated in the preambles of this Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance and are adopted by the Cities as true and proper determina- tions and findings of the Cities. Section 1.3. RATIFICATION All actions heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the bonds herein authorized, expressly including the authorization, execu- tion and delivery of the Facilities Agreement by the Board are hereby ratified, approved, confirmed, accepted and adopted. ARTICLE II , Definitions and Construction Section 2.1. DEFINITIONS In and throughout this Ordinance, the following words and expres- sions shall have the following meanings, respectively, to-wit - , (a) "Airport" means the Dallas-Fort Worth Regional Airport, as aforesaid. (b) "Board" means the DaIIas-Fort Worth Regional Airport Board, as aforesaid. {c) "Bonds" means the Bonds authorized in Article III hereof. (d) "Cities" means collectively the municipal corporations and political bodies and sub- divisions of the State of Texas known as the City of Dallas, in the County of Dallas, and the City of Fort Worth, in the County of Tarrant, and such term shall also be deemed to include and refer to, in all appropriate respects, any successor political body, authority or subdivision if the Airport shall ever be transferred thereto as permitted by Section 7.2 hereof (e) "City Council" or "City Councils" means in each instance the governing body as from time to time constituted of each of the Cities or the plural thereof shall mean and refer to the governing bodies of both of the Cities. (f) "Contract and Agreement" means that certain agreement entitled "Contract and Agree- ment," entered into actually on April 23, 1968, but effective as of April 15, 1968, by and between Dallas and Fort Worth, which by its terms continues, expands, and further defines the powers and duties of the Board, creates the Joint Airport Fund, as herein defined, and provides for the construction and operation of the Airport. (g) "Dallas".means the Citv of Dallas, Texas. (h) "Depository" means the designated depository bank of the Board from time to time as provided in the Treasurer's Agreement. (i) "Director of Finance" means the Director of Finance of the Board. (j) "Executive Director" means the chief administrative and executive officer of the Board as described and required by the Contract and Agreement. (k) "Event of Default" means any of the events stated in Section 8.1 hereof 3 ~~- . ::, (I) "Facilities Agreement" means the agreement with the Lessee described in the preambles hereof. (m) "Facilities Rental" means the rent payable to the Board under Sections 3(b) and 3(c} of the Facilities Agreement, and subject and subordinate to the payment of principal and interest and the other payments with respect to the Outstanding Bonds, is herein pledged to the payment of the Bonds. (n) "Fort Worth" means the City of Fort Worth, Texas. (o) "Ground Rent" means the rent payable to the Board under the Facilities Agreement. (p) "Independent Accountant" means any Certified Public Accountant or firm of Certified Public Accountants, or both as determined by the Board, duly licensed to practice and practicing as such under the laws of the State of Texas, appointed and paid by the Board, who is, in fact, independent and not under the dominion of the Board or the Cities. (q) "Investment Securities" means any of the securities from time to time permitted by the agreement with the Treasurer to be utilized by him as security for the funds of the Board on deposit with him (except personal bonds), and additionally includes any time deposits or certificates of deposit of any State Bank or National Banking Association which are themselves secured by any of the above and foregoing. (r) "Joint Airport Fund" means the master fund by that name created by the Cities for the purpose of accurately and adequately recording and accounting for the ownership, operations and properties to the joint venture of the Cities evidenced by the Contract and Agreement, all as described and provided in Section 17 of the Contract and Agreement. (s) "Lessee" means GTE Realty Corporation, a Delaware corporation, as aforesaid being the Lessee under the Facilities Agreement. (t) "196$ Concurrent Bond Ordinance" means the Ordinance described and referred to by that name in the preambles hereof (u) "Outstanding Bonds" means the heretofore issued and outstanding bonds of the City entitled "Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1976, Series 1978 and Series 1979. i (v) "Paying Agent/Registrar" with respect to the Bonds, means Texas American Bank/Fort Worth, N.A. J (w) "Pledged Revenues" means the revenues specified in Section 6.1 hereof and- therein pledged to the payment of the Bonds. (x) "Prime Rate" means the rate of interest publicly announced by the Depository from time to time as its prime rate, such rate to be adjusted automatically on and as of the effective date of any change in the Prime Rate. (y) "Registered Owner" when used in conjunction with the Bonds means the person whose name is set forth in the Bond Registration books kept by the Paying Agent/ Registrar as being the registered owner of any Bond or Bonds. (z) "Special Facilities" means the facilities and properties defined in the Facilities Agreement as the "Special Facilities." (AA) "Special Facility Refunding Bond Facilities Rental Fund" means the fund by that name created in Section 6.2 of this Ordinance and constituting a part of the joint Airport Fund. (BB) "Special Facility Refunding Bond Interest and Sinking Fund" means the fund by that name created in Section 6.2 of this Ordinance and constituting a part of the Joint Airport Fund. (CC) "Special Facility Refunding $ond Proceeds Fund" means the fund by that name created in Section 6.2 of this Ordinance and constituting a part of the joint Airport Fund. (DD j "Special Facility Refunding Bond Reserve Fund" means the fund by that name created in Section 6.2 of this Ordinance and constituting a part of the joint Airport Fund. 4 °~.u, I, 'i li r„ _ ` ~~~. ~ ~~ ~, (EE) "Treasurer" means the duly designated Treasurer for the Board and the Joint Airport Fund as described and contemplated in the Contract and Agreement. (FF) "Treasurer's Agreement" means the agreement of the Board with the Treasurer Section 2.2. CONSTRUCTION AND EFFECT OF COVENANTS This Ordinance, except where the context hereof by clear implication shall otherwise require, shall be construed and applied as foIIows (a) Definitions include both singular and plural. (b) Pxonouns include both singular and plural and cover all genders. (c) Any percentage of Bonds, for the purposes of this Ordinance, shall be computed on the basis of the unpaid principal amount thereof outstanding at the time the computation is made or is required to be made hereunder (d) None of the covenants herein shall ever impose, or be construed as imposing, a liability or obligation on the part of the Cities, or either of them, or the Board, either (i) to pay the principal of or interest on any Bonds out of any funds derived by taxation; or (ii) to pay the Bonds out of the "Gross Revenues" of the Airport, as defined in the 1968 Concurrent Bond Ordinance. (e) All covenants contained herein which require the performance of an affirmative, common or joint act with respect to the Airport, the Special Facilities or the Bonds shall be performed, on behalf of the Cities acting jointly, by the Board, and from and after the effective date .of this Ordinance, the Board shall be obligated to undertake and- perform each and every such covenant and this Ordinance shall constitute a directive and order to the Board to that effect. (f) All covenants contained herein requiring the Cities to pay the principal of and the interest on Bonds shall be joint, and not several, obligations, and all such obligations shall be payable and collectible solely from Pledged Revenues, such revenues being owned in undivided interests by Dallas (to the extent of 7/ llths thereof } and by Fort Worth (to the extent of 4/ Ilths thereof ), and each, and every holder of Bonds shall by his acceptance thereof consent and agree that no claim, demand, suit or judgment for the payment of money, shall ever be asserted, entered or collected against either City individually, except out of said funds and not exceeding in the case of Dallas an amount equal to 7/ llths of the total amount asserted -or demanded, and in the case of Fort Worth an amount equal to 4/llths of the total amount asserted or demanded. (g) In the event of a transfer of the Airport to another political body or political sub- division, as permitted by Section 7.2 hereof, the governing board of such political body, when operating the Airport under and subject to the provisions of this Ordinance, shall be obligated to perform all of the covenants and duties hereof imposed upon the Cities themselves or upon the Cities acting through the Board, and shall be authorized to exercise the rights reserved herein to the Cities or to the Board in such manner as may be appropriate and consistent with its usual and customary methods of exercising similar rights in other instances so long as the method or methods utilized do not impair or defeat the substantive purposes of this Ordinance. (h) Nothing in this Ordinance shall be deemed or construed to prohibit the Cities or the Board from financing, acquiring, constructing, installing and equipping any special facilities for the Airport of any type considered by the Board to be necessary or desirable in connection therewith under the 1968 Concurrent Bond Ordinance through the issuance of special facility bonds therefor payable from lease agreements with any parties, including the Lessee, and expressly including the right to acquire, construct, fabricate and install (original or replace- ment) other Special Facilities or facilities of a type similar thereto by any method in any locations at the Airport, through the execution of other agreements with other parties, or the Lessee. 5 ;~ .. ARTICLE III The Bonds Section 3.1. AUTHORIZATION (a) For the purpose of providing funds with which to refund the principal and interest to become due on the Outstanding Bonds on each November 1, 1984, May 1, 1985, November 1, 1985 and May 1, 1986, respectively, o make the required deposit to the Special Facility R funding©n.d Ileserve~'und, and to pay the necessary an mci en s vv~ respect to the issuance and delivery of the Bonds it is hereby declared necessary that the Cities authorize and issue, and the Cities hereby authorize and direct the issuance of "Dallas-Fort Worth Regional Airport Special Facility Revenue Refunding Bonds, Series 1984" (herein defined as the "Bonds"), in the principal amount of $13,400,000 payable both as to principal and interest solely out of Pledged Revenues, as described, defined .and pledged herein. (b) The Bonds are and shall be "Special Facility Bonds," issued under the authority reserved to the Cities in Section 8.7 of the 1968 Regional Airport Concurrent Bond Ordinance and pursuant to the authority granted the Cities under and by virtue of Article 1269j-5.1, Article 1269j-5.2, Article 46d, Article 717k and other applicable provisions of Vernon's Texas Civil Statutes, as amended. Section 3.2. DATE, DENOMINATION, MATURITIES AND INTEREST RATES (a) The Bonds. shall be dated June 1, 1984. The Bonds shall be in fully registered form, without coupons, in the h ,,,. a ; a denomination of $5,000 or any integral multiple thereof and shall be numbered from one upward'. . (b) The Bonds shall mature on November 1 in each of the years and as #o the principal amounts. set forth in the schedule below YEAR (November 1) Principal Amount YEAR (November 1) Principal Amount ~; lgg7 $1,195;000 1991 $1,715,000 , lggg $1,310,000 1992 $1,875,000 1989 $1,435,000 1993 $2,055,000 1990 $1,570,000 1994 $2,245,000 (c) Each Bond shall bear interest from and including the later of its date of authentication (in accordance with Section 3.12 hereof) or the most recent interest payment date to which interest has been paid or provided for until maturity or earlier redemption at the following alternate rates (i) so long as the Bonds are registered in the name of a person other than the Board's designated Treasurer and/or Depository, nine percent (9.00%) per annum, or (ii) so long as registered in the name of the Board's then designated Treasurer and/ or Depository, with respect to each semi-annual interest payment period, a rate adjustable weekly equal to the average rate paid during such semi-annual interest payment period under the Treasurer's Agreement for deposits held for 180 days; or (iii) in the event, .and for the period, it is determined by a court of competent jurisdiction or by the Board's Bond Counsel, that interest on the Bonds is includable for any reason, includ- ing changes in the law, for federal income tax purposes in the taxable income of the owners thereof (other than "substantial users" as defined in the Internal Revenue Code of 1954, as amended), an adjustable rate equal to 1% over Prime Rate of the Depository In no event shall the interest on the Bonds exceed 15% per annum. Section 3.3. MEDIUM, METHOD AND PLACE OF PAYMENT The principal of and the interest on the Bonds shall be paid in lawful money of the United States of America in the manner provided in this Section 3.3. (a) Interest on the Bonds will be payable semiannually on the first day of the seventh (7th) month following each installment delivery with respect to the Bonds so delivered and on each May 1 8 +F ~ and November 1 thereafter until- maturity or earlier redemption. Interest on the Bonds shall be payable to the Registered Owners thereof as shown on the records of the Paying Agent/ Registrar at the close of business on the 15th day of the month next preceding such interest payment date (the "Record Date") Such interest shall be paid by check or draft (dated as of the interest payment date) and mailed by the Paying Agent/Registrar to the person entitled to such payment, first class, postage prepaid, at the address of such person as it appears in the bond register kept by the Paying Agent/ Registrar, or shall be payable by such other customary banking arrangements acceptable to the Paying Agent/Registrar and the person to whom interest is to be paid, provided, however, that such person shall bear all risk and expense of such alternative method of payment. (b) The principal of the Bonds shall be paid to the persons in whose name the Bonds are registered on the maturity or redemption date thereof upon presentation and surrender of the matured or redeemed Bond at the principal corporate trust office of the Paying Agent/Registrar Section 3.4. PRIOR REDEMPTION (a) The Bonds may be redeemed, at the option of the Cities, in whole or in part, on any date, from any moneys for a redemption price equal to the principal amount of said bonds thus optionally redeemed plus accrued interest to the date fixed for redemption and without premium. If less than all of the Bonds are to be redeemed, the Cities shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot Bonds, or portions thereof within such maturity or maturities and in such principal amounts, for redemption. (b) If the Bonds are held by the Treasurer and/or Depository at the expiration of the Treasurer's Agreement, the Treasurer, solely at his option, may, by notice to the Board given at least sixty (60) days in advance of the expiration of such Treasurer's Agreement, request the Board to repurchase the Bonds. Upon receipt of such notice, the Board will, within ninety (9Q) days after such notice either repurchase or obtain a purchaser for the Bonds at par plus accrued interest, to the date of repurchase. If the option to require repurchase is not exercised at the time required, the Bonds will remain outstanding to maturity at the fixed rate of 9% per annum, subject to the Board's continuing rights of optional redemption. (c) The Paying Agent/Registrar shall give notice of any redemption by sending notice by first class mail, postage prepaid, not less than thirty (30) days prior to the date fixed for redemption, to the Registered Owner of the Bonds to be redeemed in whole or in part at the address shown on the Bond Register Such notice shall state the redemption date, the redemption price, the place at which the Bonds are to be surrendered for payment, and, if less than all the Bonds outstanding are to be redeemed, an identification of the Bonds or portions thereof to be redeemed. Any notice mailed as provided herein shall be conclusively presumed to have been duly given, whether or not the Registered Owner receives such notice. Section 3.5 Form {a) Generally The Bands, the Registration Certificate of the Comptrollex of Public Accounts of the State of Texas to accompany the initia]ly issued Bonds, and the Certificate of the Paying Agent/Registrar and the Form of Assignment to be printed on each Bond shall be substantially in the forms set forth in this Section with such appropriate inser- tions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities identification Procedures) and such Iegends and endorsements (including any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the Board or determined by the officers executing such Bonds as evidenced by their execution thereof. Any portion of the text of any Bonds may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Bonds. The Bonds shall be printed, lithographed, typewritten, engraved, or produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing such Bonds as evidenced by their execution thereof. (b) Foryra of Bonds The form of the Bonds, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to accompany the initially issued Bonds 7 and the form of the Certificate of Paying Agent/ Registrar and the form of Assignment appearing on the Bonds shall be, respectively, substantially as follows, to wit (FORM OF BONDS ) Registered UNITED STATES OF AMERICA Registered No. STATE OF TEXAS $ COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT SPECIAL FACILITY REVENUE REFUNDING BONDS SERIES 1984 Interest Rate: Due: (November 1) Original Issue Date CUSIP 9:00% or the alternative rate set forth below June 1, 1984 The Cities of Dallas and Fort Worth (herein collectively called the "Cities"), municipal corpo- rations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to or registered assigns, solely from the revenues and funds described herein; the total principal sum of DOLLARS unless this Bond shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provided for and to pay interest thereon from and including the later of the date of authentication hereof or the most recent interest payment date to which interest has been paid or provided for until the maturity or earlier redemption of this bond at the per annum rate of interest specified above so Long as the Registered Owner hereof is a person other than the Treasurer and/or Depository of the Dallas-Fort Worth Regional Airport or, alternatively, so long as the Registered Owner is the Treasurer and/or Depository, at the per annum rate of interest with respect to each semi-annual interest payment period cl esl~al._to_the average rate~aid dura~g-such_s~xni-annual interest-payxnent_perzod und~_er he Treasurer's Agreement for deposits held for 180 days. In the event, and for the period, it is determined by a court of competent jurisdiction or by the Board's Bond Counsel, that interest on the Bonds is includable for any reason, including changes in law, for federal income tax purposes in the taxable income of the owners thereof (other than "substantial users" as defined in the Internal Revenue Code of 1954, as amended), the Bonds shalt bear interest at an adjustable rate of 1% over the Prime Rate of the Board's Depository Interest on the Bonds will be payable semiannually on the first day of the seventh (7th) month following each installment delivery with respect to the Bonds so delivered end on each May 1 and November 1 - thereafter until maturity or earlier redemption~The principal of this Bond shall be payable without exchange or collection charges to the Registered Owner hereof in lawful money of the United States of America upon presentation and surrender of this bond at the principal corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon. Interest on this bond is payable by check, dated as of the interest payment date, mailed by the Paying Agent/ Registrar,. to the Registered Owner at the address shown on the bond register kept by the Paying Agent/Registrar For the purpose of paving the interest on this bond the Registered Owner shall be the person in whose name this bond is registered at the close of business on the "Record Date," which shall be the 15th day of the month next preceding each intereest payment date. The interest rate pay- able on this bond shall never exceed 15% per annum. The bonds of this Series may be redeemed, at the option of the Cities, prior to their stated maturi- ties in whole or in part at any time, in accordance with the provisions of the Ordinance authorizing 8 the Bonds, from any moneys for a redemption price equal to the principal amount of said bonds thus optionally redeemed plus accrued interest to the date fixed for redemption and without premium. Additionally, if the Bonds are held by the Treasurer and/or Depository at the expiration of the Treasurer's Agreement, the Treasurer, solely at his option, may, by notice to the Board given at least sixty (60) days in advance of the expiration of such Treasurer's Agreement, request the Board to repurchase the Bonds. Upon receipt of such notice, the Board will, within ninety (90) days after such notice either repurchase or obtain a purchaser for the Bonds at par plus accrued interest to the date of repurchase. If the option to require repurchase is not exercised at the time required, the Bonds will remain outstanding to maturity at the fixed rate of 9% per annum, subject to the Board's continuing rights of optional redemption. When bonds shall be redeemed pursuant to the foregoing, a written notice of such redemption shall be given in the manner specified in the Ordinance of the Cities authorizing this series of bonds. By the date fixed for any such redemption, due provision shall be made with the Paying Agent/ Registrar for the payment .of the principal amount of the bonds to be so redeemed, plus accrued interest thereon to the date fixed for redemption. If the written notice of redemption is given, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear inter- est after the date fixed for redemption, and shall not be regarded as being outstanding for any purpose except for the purpose of receiving the funds so provided for such payment. This bond is one of a duly authorized issue of fully registered bonds; dated June 1, 1984, in the aggregate principal amount of $13,400,000, issued by the Cities for the purpose of refunding certain principal and interest to become due on Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1976, Series 1978 and Series 1979 For the purpose of providing for the issuance of this series of bonds and securing the payment thereof, the Cities have jointly adopted a certain ordinance known by the short title as the "1984 Special Facility Revenue Refunding Bond Ordinance," and therein have jointly pledged their respective interests in certain moneys therein defined as "Pledged Revenues," which term includes a subordinate lien on certain Facilities Rental to be derived by the Dallas-Fort Worth Regional Airport Board (the "Board") under and pursuant to the terms of a certain Agreement of Indenture and Lease, dated as of February ~8, 1984, between the Board and GTE Realty Corporation. Said Pledged Revenues, including said Facilities Rental, will be on deposit from time to time in various funds created and confirmed in and pursuant to the 1984 Special Facility Revenue Refunding. Bond Ordinance, and are unconditionally and irrevocably committed and pledged to the purposes specified for said funds including the payment of this series of bonds, and other bonds, if any, which may be issued under said Ordinance. Reference is made to the 1984 Special Facility Revenue Refunding Bond Ordinance and to said Agreement of Indenture and Lease for a further description of Pledged Revenues, Facilities Rental, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, the rights and remedies of bondholders in the event of default thereunder, and further rights of the holders of this series of bonds, to aII the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1984 Special Facility Revenue Refunding Bond Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City with the other and no individual liability shall ever exceed in the case of Dallas 7/ llths of the total amounts thereof, and in the case of Fort Worth 4/ llths of the total amount thereof, and such sums shall be payable and collectible solely from the funds in which Pledged Revenues shall from time to time be on deposit. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. As provided in the Ordinance and subject to certain limitations therein set forth, this bond is transferable upon surrender .for transfer at the principal corporate trust office of the Paying Agent/ Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the registered owner hereof or his attorney duly 9 :~ authorized in writing. Thereupon one or more new fully registered Bonds of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the Cities nor the Paying Agent/Registrar shall be required (1) to issue, transfer or exchange any of the ,Bonds during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of Bonds hereunder and ending at the close of busi- ness on the date of such mailing, or (2) to transfer or exchange any of the Bonds so selected for redemption in whole or in part when such redemption is scheduled to occur within 30 calendar days, except in the case of an exchange by the holder of the unredeemed balance of a Bond called in part for redemption. The Cities, the Paying Agent/Registrar, and any agent of either of them may treat the person in whose name this bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this bond is registered on the Record Date as set forth elsewhere herein and in the Ordinance authorizing the Bonds) and for all other purposes, whether or not this bond be overdue. Neither the Cities, the Paying Agent/ Registrar nor any such agent shall be affected by notice to the contrary It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist, and to be performed precedent to and in the issuance of this bond and the. series of which it is one, the adoption of the 1984 Special Facility Revenue Refunding Bond Ordinance and the execution and delivery of said Agreement of Indenture and Lease have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the seal of that City to be impressed, printed or lithographed hereon and this bond to be signed by the manual or facsimile signature of its Mayor, countersigned by the manual ar facsimile signature of its City Director of Finance and attested by the manual or facsimile signature of its City Secretary; and the City of Fort Worth, Texas, has caused the seal of that City to be placed hereon and this bond to be signed by the manual or facsimile signature of its Mayor, countersigned by the manual or facsimile signature of its City Secretary, and approved as to form by its City Attorney /s/ COUNTERSIGNED Mayor, City of Dallas, Texas /s/ Director o f Finance, City o f Dallas, Texas Attest. /s/ /s/ City Secretary, Gity of Dallas, Texas Mayor, City of Fort Worth, Texas COUNTERSIGNED J6 /s/ City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM /s/ City Attorney, City of Fort Worth, Texas 10 ti «~"~ ~. W 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 Ordinance No ,duly pre- sented and passed by the City Council of the City of Dallas, Texas, at a meeting of the council held on ,which ordinance is duly 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 Article 6252-17, Vernon's Texas Civil Statutes, as amended. WITNESS MY HAND and seal of the .City of Dallas, Texas, this ROBERT S. SLOAN City Secretary, City of Dallas, Texas [SEAL] THE STATE OF TEXAS COUNTY OF TARRANT I, Ruth Alexander, 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 Ordinance No duly pre- sented and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the Council held on ,which ordinance is duly 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, ail as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, on this RUTH ALEXANDER City Secretary, City of Fort Worth, Texas [SEAL] 23 ~,, , Section 10 4. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency Section 10.5. EFFECTIVE DATE This Ordinance shall take be effective from and after adop- tion by the City Councils of each of the Cities. ADOPTED AND CORRECTLY ENROLLED A. STARKE TAYLOR JR. Mayor, City of Dallas, Texas [SEAL] ATTEST ROBERT S SLOAN _ City Secretary, City of Dallas, Texas APPROVED AS TO FORM ANALESLIE MUNCY City Attorney, City of Dallas, Texas ADOPTED [SEAL] ATTEST RUTH ALEXANDER City Secretary, City o f Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY WADE ADKINS City Attorney, City o f Fort Worth, Texas BOB BOLEN Mayor, City of Fort Worth, Texas 22 :.. ~, ARTICLE X Defeasance, Severability and Repeal Section 10.1. DEFEASANCE When all of the Bonds have been duly paid, the pledge and lien and all obligations hereunder shall thereby be discharged and said Bonds shall no longer be deemed to be outstanding within the meaning of this Ordinance. There shall be deemed to be such due payment when there has been placed in escrow or in trust with a trust bank located within or without the .State- of Texas an amount sufficient (including the known minimum yield available for such purpose from Federal Securities in which such amount wholly or in part may be initially invested) to meet all requirements of the outstanding Bonds, as the same become due at the final maturities thereof or upon any redemption date as of which the Cities shall have exercised or shall have obligated itself to exercise its prior redemption option by a call of Bonds for payment. The Federal Securities shall become due prior 'to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the Cities and such bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject to redemption at the option of the Holders of Bonds to assure such availability as so needed to meet such schedule. "Federal Securities" for purposes of this section shall mean direct obligations of or obligations guaranteed by the United States of America. Section 10.2. ORDINANCE IRREPEALABLE After any of the Bonds shall be issued, this Ordi- nance shall constitute a contract between the Cities and the Holder or Holders of the Bonds from time to time outstanding, and this Ordinance shall be and remain irrepeaIable until the Bonds and the interest thereon shall be fully paid, canceIIed, refunded or discharged or provisions for the payment thereof shall be made as provided in Section 10.I hereof. Section 10.3. SEVERABILITY If any Section, paragraph, clause or provisions of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provisions shall not affect any of the remaining provisions of this Ordinance, or any of the provisions of the Facilities Agreement. 21 (iv) a reduction of the principal amount of Bonds required for consent to such amendatory ordinance; (v) the establishment of priorities among Bonds; or (vi) the modification of or otherwise affecting the rights of the Holders of less than all of the Bonds then outstanding. (b) NOTICE OF AMENDMENT Whenever the Cities shall propose to amend this Ordinance, the Cities shall cause notice of the proposed amendment to be published one time in a financial new§- paper or financial journal published in the City of New York, New York. Such notice shall- state briefly the nature of the proposed assessment and that a copy thereof is on file in the office of the Board for public inspection. (c) TIME FOR AMENDMENT The Cities may adopt such amendatory ordinance and the same shall become effective if within one (1) year from the date of the publication of said notice there is filed with the Board written consent to the adoption thereof executed by the Holder of the Bonds then outstanding. (d) BINDING CONSENT If the Holders of 662/s% of the Bonds outstanding have consented to the .adoption of such ordinance, no Holder of any Bond, whether or not such Holder shall have con- sented to or shall. have revoked any consent, shall have any right or interest to object to the adoption of such amendatory ordinance, or to enjoin or restrain the Cities from taking any action pursuant to the provisions thereof. (e) TIME CONSENT BINDING Any consent given to the Holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six (6) months from the date of the publication of the notice and shall be conclusive and binding upon all future Holders of the same Bond during such period.. At any time after six (6) months from the date of the publication of notice, such consent may be revoked by the Holder who gave such consent or by a successor in title by filing notice of such revocation with the Board, but such revocation shall not be effective if the .Holders of 662/s% of the Bonds outstanding, prior to the attempted revocation, consented to and approved the amendatory ordinance referred to in such revocation. (f) PROOF OF INSTRUMENTS The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction, who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction, that the person signing such instrument acknowledged before him the execution thereof, or such facts may be proved by an affidavit of a witness to such execution sworn to before such officer (g) PROOF OF OWNERSHIP The amount and numbers of the Bonds held by any person executing such instrument and the date of his holding the same may be proved by a certificate executed by a responsible bank or trust company showing that upon the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate. Section 92. CORRECTIONS Subject to the provisions of Section 9.1(a) the Cities may, pur- suant to a concurrent ordinance adopted by their respective City Councils, by supplemental ordinance correct any ambiguity or typographical error,. or correct or supplement any inconsistent or defective provision contained in this Ordinance or in any ordinance supplemental hereto upon a determination that such ambiguity, error, inconsistency or defect exists, provided, however, that in no event shall any such supplemental ordinance diminish, dilute, reduce or repeal any covenants, conditions, pledges or liens created or imposed by this Ordinance or the security for the Bonds authorized hereby 20 ,i; including but not limited to their prospect or ability to be repaid in accordance with the terms and provisions of this Ordinance, and the continuation thereof for a period of sixty (60) days after notice of such default by any Holder of any Bonds; (d) The Cities or the Board shall fail, refuse or neglect to enforce the payment by the Lessee of Facilities Rental under the Facilities Agreement, or otherwise fail, refuse or neglect to enforce any other provisions of the Facilities Agreement in a manner which materially affects the rights of the Holders of the Bonds, including but not limited to their prospect or ability to be repaid in accordance with the terms and provisions of this Ordinance, and the continuation thereof for a period of sixty (60) days after notice of such default by any Holder of any Bonds; (e) An order or decree shall be entered by a Court of competent jurisdiction with the consent or acquiescence of the Cities appointing a receiver or receivers for the Airport. or the Special Facilities or for or of the rentals, rates, revenues, fees or charges derived therefrom, or if any order or decree having been entered without the consent or acquiescence of the Cities shall not be vacated, discharged or stayed on appeal within ninety (90) days after entry; (f) The Cities shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Ordinance on their part to be performed, and if such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Cities, or to the Board by the Holder Section 82. REMEDIES FOR DEFAULT Upon the happening and continuance of any of the Events of Default as provided in Section 8.1 hereof, then and in every case any Bondholder, including but not limited to a trustee or trustees therefore, may proceed against the Cities and the Board, for the purpose of protecting and enforcing the rights -of the Holders of Bonds under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained .herein, or thereby to enjoin any act or thing which may be unlawful or in violation of any right of the Bondholders hereunder or any combination of such remedies. It is provided, however, that all such proceedings at law or in equity shall be instituted, strictly subject to the provisions of Arfiicle II hereof and to Section 6.1 hereof, and shall be had and maintained for the -equal benefit of all Holders of the Bonds. Each right or privilege of any Bond- holders (or trustee thereof) shall be in addition to and cumulative of any other right or privilege and the exercise of any right or privilege by or on behalf of any Holders shall not be deemed a waiver of any other right or privilege thereof. ARTICLE IX Amendments to Ordinance Section 9.1. LIMITATIONS (a) This Ordinance may be amended by concurrent ordinances adopted by the City Council with the written consent of the Lessee and the Holders of 662/s% of the Bonds outstanding hereunder at the time of the adoption of such amendatory ordinance (not including any Bonds then held or owned by the Cities ), provided, however, that no such ordinance shall have the effect of permitting - (i) an extension of the maturity of any Bonds; (ii) a reduction in the principal amount of any Bonds, the rate of interest thereon, or any redemption premium pay°able thereon, (iii) the creation of a lien upon or a pledge of revenues ranking prior to the lien or pledge created hereby; 19 :^~ Section 74. BOOKS, AUDITS, INSPECTION (a) So long as any Bonds remain outstanding, proper books and records and accounts will be kept by the board showing complete and correct en- tries of all transactions relating to Facilities Rental, the Special Facilities and the Facilities Agreement. (b) The Board shall, after the close of each fiscal year, cause an audit of such books and accounts to be made by an Independent Accountant, and each such audit shall include the following (i) a complete schedule showing the beginning and ending balance in each of the Funds created and established hereby; (ii) all deposits to the credit of and all withdrawals from each Fund created and established hereby; (iii) a list of the insurance policies applicable to the Special Facilities in force at the end of the $oard's fiscal year (c.) All expenses incurred in the making of the audits and reports required by this Section shall be regarded and paid by the Lessee as an expense of operation of the Special Facilities. The Board shall furnish promptly (and in any event within sixty (60) days from the time the audit and report is filed with the Cities) a copy of such audits and reports upon request to any Registered Owner of the Bonds. Section 7.5. MAINTENANCE OF FACILITIES -INSPECTION The $oard covenants that it will cause the Lessee to maintain the Special Facilities at all times in good order- and condition, except for normal wear and tear and to make all necessary and appropriate repairs thereto, subject to the provisions of the Facilities Agreement. Section 7.6. INSURANCE The Board covenants that it will insure or cause to be insured the Special Facilities at all times until all Bonds secured hereby, and the interests thereon, shall have been paid or provision for such payment shall have been made, all in accordance with the pro- visions of the Facilities Agreement. The proceeds of all such insurance shall be applied as provided in the Facilities Agreement. Section 7 7 RATES IN CERTAIN INSTANCES In the event of a default in the payment of Facilities Rental by the Lessee under the Facilities Agreement and the Board operates the Special Facilities and the gross receipts, less expenses of collection, therefrom are required to be devoted to the payment of the Bonds, as contemplated by clause (c) of Section 6.1 hereof, the $oard hereby covenants and agrees to impose and collect with respect to the Special Facilities such .rates, rentals, fees and charges as shall be sufficient to pay and retire the fonds and all interest thereon when and as due and payable and to maintain the amounts required to be on deposit in the Special Funds herein created and at the times herein required. The gross receipts derived from the operations shall be subject and subordinate to the first and superior lien on and pledge of such gross receipts to the payment of principal and interest and other payments with respect to the Outstanding Bonds. ARTICLE VIII Events and Remedies of Default Section 8.1. DESCRIPTION Each of the following occurrences or events for the purposes of this Ordinance shall be and is hereby declared to be an "Event of Default," to wit (a) The failure to make payment of the principal of any of the Bonds when the same shall become due and payable; (b) The failure to pay any instaIIment of interest when the same shall become due and payable and such failure shall continue for a period of thirty (30) days after the due date thereof; (c) Default in any covenant, undertaking or commitment contained in the Contract and Agreement, the failure to perform which materially affects the rights of the holders of the Bonds, 18 shall be outstanding. If amounts on deposit in the Special Facility Refunding Bond Interest and Sinking Fund are not sufficient to pay principal and/or interest payments, the Director of Finance shall transfer on the 25th day of the month next preceding such interest and/or principal payment date, money on deposit in the Special Facility Refunding Bond Reserve Fund to the Special Facility Refunding Bond Interest and Sinking Fund for the uses specified for that fund. Section 6.5. SECURITY AND INVESTMENT OF FL7NDS (a) For so long as moneys relating to the Bonds on deposit in the Joint Airport Fund shall be held by the Treasurer, the same shall be secured in the manner provided by the Treasurer's Agreement. In the event the Cities shall elect to place the moneys in said Fund, or any part thereof, elsewhere, the same shall be secured at all times in the manner provided by law for other public funds, and, except for current requirements, shall be continually invested in appropriate Investment Securities. Earnings on the- Special Facility Re- funding Bond Interest and Sinking Fund shall be retained therein. Earnings on the Special Facility Refunding Bond Facilities Rental Fund and the Special Facility Refunding Bond Reserve Fund shall be deposited to the Special Facility Refunding Bond Interest and Sinking Fund. (b) The Cities covenant. that throughout the term of the Bonds they will diligently comply with the requirements of Section 103(c) of the Internal Revenue Code of 1954, as amended, so that the Series 1984 Bonds will not at any time become arbitrage bonds. (c) If it shall become necessary to remove or withhold any funds established herein from the custody of the Treasurer in order to comply with the requirements of subsection (b), next above, or for any other reason, then, upon written order of the Director of Finance, said funds shall be placed in trust with a state bank(s) or national banking association(s) selected by the Board and shall be held for the benefit of the holders of the Bonds, and pending use for the purposes provided herein shall be invested from time to time in reinvestment securities as may be directed in accordance with procedures established by the Board. To the extent that this subsection is inconsistent with the provisions of the Contract and Agreement or the Facilities Agreement; then the Contract and Agreement and Facilities Agreement are hereby amended to accommodate the requirements of this Section. ARTICLE VII Miscellaneous Covenants Section 7.1. PAYMENT OF BONDS Subject to the provisions of Section 2.2(d) and Section 6.1 hereof, the Cities agree promptly to pay the principal of and interest on the Bonds. Section 7.2. TRANSFERS OF AIRPORT AND FACILITIES So long as any Bonds are out- standing and unpaid, the Cities shall not sell, transfer or dispose of the Special Facilities, except for the leasing thereof for operations as a part of the Airport, and .for the disposal of surplus or obsolete property of or as a part of the Airport in the course of exercising the right specifically reserved under Section 9.6 of the 1968 Concurrent Bond Ordinance, which includes the provisions of Section 9.6(B) all of which are incorporated by reference herein and shall be deemed to be a part hereof, wherein the Cities retain, reserve, and shall have the right and privilege of transferring, selling, leasing or disposing of the entire properties and. facilities constituting the Airport to another political body or political subdivision of the State of Texas, which shall be authorized by law to own and operate airports, subject to the conditions contained therein, all of which are incorporated by reference herein and shall be deemed to be a part hereof. Section 7.3. RULES AND REGULATIONS The Board shall establish and enforce reasonable rules and regulations for the use and occupancy, management, control, operation, care, repair and maintenance of the Airport, including the Special Facilities, and the Lessee, subject to the Facilities Agreement, shall abide by and obey all applicable rules and regulations including those gov- erning passage over, across and through the Airport. The Board will comply with all valid acts, regulations, orders and directives of any executive, administrative or judicial body applicable to the Airport, unless the same shall be contested in good faith, all to the end that it will remain operative at all times. T7 ARTICLE VI Pledge, Special Funds, Flow of Funds Section 6.1. PLEDGE The Bonds shall be and are hereby declared to be payable solely from and secured by an irrevocable lien on and pledge of {a) the Facilities Rental and the Special Funds herein created in which Facilities Rental from time to time shall be on deposit as herein required, (b) any amounts on deposit in the Special Facility Refunding $ond Reserve Fund, (c) any amounts on deposit in unencumbered funds of the Board to the extent such do not constitute revenues pledged by the Cities for the outstanding Joint Revenue Bonds; and (d) in the event of a default in the payment of Facilities Rental by the Lessee under the Facilities Agreement, then the gross receipts, less expenses of collection, derived by the Board from the exercise of any remedy on default. Except for amounts held in the Special Facility Refunding Bond Reserve Fund which were transferred from the Special Facility Refunding Bond Proceeds Fund, such pledge and lien is subject and sub- ordinate to the first and superior lien on and pledge of any such amounts and Special Funds to the payment of principal and interest and other payments with respect to the Outstanding Bonds. All of the items of money described above are herein collectively called and defined as the "Pledged Revenues." Section 6.2. SPECIAL FUNDS In addition to the funds heretofore and hereafter established as a part of the Joint Airport Fund pursuant to the Contract and Agreement, the 1968 Concurrent Bond Ordinance and other ordinances authorizing bonds relating to the Airport, the Cities hereby establish within the Joint Airport Fund and direct that the same be maintained by or on behalf of the Board the following special funds, to-wit (a) Special Facility Refunding Bond Proceeds Fund, (b) Special Facility Refunding Bond Reserve Fund, (c) Special Facility Refunding Bond Facilities Rental Fund, and (d) Special Facility Refunding Bond Interest and Sinking Fund. Section 6.3. FLOW OF FUNDS Facilities Rental payable by the Lessee under Sections 3(b) and 3(c) of the Facilities Agreement shaII at all times remain in or be transferred to the appro- priate funds created in and as directed by this Ordinance. Facilities Rental shall be collected by or on behalf of the Board and, as collected, shall be deposited to the Special Facility Refunding Bond Facilities Rental Fund within the Joint Airport Fund, and the Board shall make the necessary deposits and transfers therefrom in the order of the following subsections and on the dates and in the amounts indicated, to-wit (a) Beginning October 25, 1984, and on the 25th day of the month next preceding any principal or interest payment date with. respect to the Outstanding Bonds, an amount necessary to pay the principal and interest due on such ensuing principal or interest payment after taking into consideration amounts, if any, on deposit therein from the Special Facility Refunding Bond Proceeds Fund, and (b) Beginning October 25, 1984 and on the 25th day of the month next preceding any principal or interest payment date with respect to the Bonds, to the Special Facility Refunding Bond Interest and Sinking Fund an amount necessary to pay the principal and interest due on such ensuing interest or principal payment date, together with amounts necessary to pay any paying agents fees and expenses with respect to the Bonds. Section 6.4. USES OF FUNDS Moneys on deposit to the credit of the Special Facility Refunding Bond Interest and Sinking Fund and the Special Facility Refunding Bond Reserve Fund shall be used for the purposes and uses specified in this Section 6.4 as follows (a) Special Facility Refunding Bond Interest and Sinking Fund moneys on deposit shall be used solely and exclusively for the purpose of paying the interest on and principal of the Bonds as such interest comes due and the principal becomes due. (b) Special Facility Refunding Bond Reserve Fund moneys on deposit shall be held as a reserve for the payment of principal and interest on the Bonds for so long as any of the Bonds 16 given to the purchaser not later than August 15, 1984. The Board reserves the right to sell the Bonds elsewhere. If the Board gives such notice, the Bonds will be delivered to Texas American Bank/Fort Worth, N.A. in installments on the following dates, in the principal amounts and having the maturities as set forth in the table below Maturity (November I ) 1987 1988 1989 1990 1991 1992 1993 1994, ARTICLE IV Disposition of Bond Proceeds Fourth Installment (4-I-86 ) $ 200,000.00 225,000.00 240,000.00 265,000.00 290,000.00 315,000.00 350,000.00 370,000.00 $2,255,000.00 Total $ 1,195,000.00 1,310,000.00 1,435,000.00 1,570,000.00 1,715,000.00 1,875,000.00 2,055,000.00 2,245,000.00 $13,400,000.00 Section 4.1. DISPOSITION OF BOND PROCEEDS The proceeds from each installment de- livery of the Bonds, shall be deposited to the Special Facility Refunding Bond Proceeds Funds. and used for the following purpose (a) First, pay the costs and expenses incurred pertaining to the issuance and each install- ment delivery of the Bonds; and (b) Second, transfer to the paying agents for each respective series of the Outstanding Bonds, an amount equal to the next due principal and interest payment on such Outstanding Bonds; and (c) Third, to make a deposit to the Special Facility Refunding Bond Reserve Fund, any remaining amounts. ARTICLE V Facilities Agreement, Collection of Facilities Rental Section 5.1. FACILITIES AGREEMENT The Cities covenant and warrant (i) that the Facili- ties Agreement has been duly and lawfully entered into, executed and delivered by the Cities acting by and through the Board and represents a valid and subsisting agreement of the Cities, the Board and the Lessee, enforceable in accordance with its terms, (ii) that during any period during which Bonds are outstanding under this Ordinance, neither the Cities nor the Board will consent to or grant any modification of, or amendment or concession to, by supplemental or amendatory agreement or otherwise, the provisions of Sections 3(b) or 3(c) of the Facilities Agreement; (iii) that, during any period during which Bonds are outstanding under this Ordinance, neither the Cities nor the Board will consent to or grant any modification of, or amendment or concession to, by supplemental or amenda- tory agreement or otherwise, any other provision of the Facilities Agreement, which modification, amendment or concession would have the effect of reducing, altering or modifying the obligations and commitments of the Lessee contained in Sections 3(b) or 3(c) of the Facilities Agreement, or would minimize, reduce or lessen the rights of the Board in the event of a default in the payment of Facilities Rental by the Lessee thereunder, or would materially and adversely affect the security provided for the payment of Bonds, and (v) that the Cities and the Board will strictly observe and abide by their commitments contained in the Facilities Agreement and will strictly enforce the obligations- of the Lessee thereunder Section 5.2 COLLECTION OF FACILITIES RENTAL The Cities, acting by and through the Board, shall through appropriate statements to the Lessee, cause the Facilities Rental payable there- under to be collected on the dates specified in the Facilities Agreement hereof for the credit, deposit or transfer into the various funds created herein for the purposes described. First Installment (10-1-84 ) $ 390,000.00 425,000.00 470,000.00 510,000.00 560,000.00 615,000.00 670,000.00 735,()00.00 Second Installment (4-1-85 ) $ 230,000.00 250,000.00 275,000.00 300,000.00 325,000 00 355,000.00 390,000.00 425,000.00 Third Installment (10-I-85) $ 375,000 00 410,000.00 450,000.00 495,000.00 540,000.00 590,000.00 645,000.00 715,000.00 $4,220,000.00 $4,375,000.00 $2,550,000.00 15 or more temporary Bonds which are printed, lithographed, typewritten, .mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered and with such appropriate insertions, omissions, substitutions and other variations as the of&cers of the Cities executing such temporary Bonds may determine, as evidenced by their signing of such temporary Bonds. (b) Until and unless exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the benefit and security of this Ordinance. The Cities shall, without unreason- able delay, prepare, execute and deliver to the Paying Agent/Registrar, and thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver in exchange therefor a Bond or Bonds of the same maturity and series, in definitive form; in the authorized denomination, and in the same aggregate principal amount, as the Bond or Bonds in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any holder of the Bonds. Section 3.11. REPLACEMENT BONDS. (a) Upon presentation and surrender to the Paying Agent/Registrar of a mutilated Bond, the Paying Agent/Registrar shall register and deliver in ex- change therefor a replacement bond of like tenor and principal amount, bearing a number not con- temporaneously outstanding. The Board or the Paying Agent/Registrar may require the holder of such bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed and any other expenses connected therewith. (b) In the event any Bond is lost, apparently destroyed or wrongfully taken, the Paying Agent/ Registrar, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowl- edge that such Bond has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding, provided that the holder shall have (i) furnished to the Paying Agent/Registrar satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Bond, (ii) furnished such security or indemnity as may be required by the Paying Agent/Registrar, and. acceptable .to the Board, to save it harmless; (iii) paid all expenses and charges in connection. therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that may be imposed, and (iv) met any other reasonable requirements of the Cities and the Paying Agent/Registrar If, after the delivery of such replacement Bond, a bona fide purchaser of the original Bond in lieu of which such replacement Bond was issued presents for payment such original Bond, the Cities and the Paying Agent/Registrar shall be entitled to recover such replacement Bond from the person to whom it was delivered or from any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by 'the Cities or the Paying Agent/Registrar in connection therewith. (c) In the event any such mutilated, lost, apparently destroyed or wrongfully taken Bond has become or is about to become due and payable, the Paying Agent/Registrar in its discretion may, in lieu of issuing a replacement Bond, pay such Bond. (d) Each replacement Bond delivered in accordance with this Section 3.11 shall constitute an original contractual obligation of the Cities and shall be entitled to the benefits and sectu'ity of this Ordinance to the same extent as the Bond or Bonds in lieu of which such replacement Bond is delivered. Section 3.12. SALE AND IIVSTALLDIENT DELIVERY OF BONDS Texas American Bank/ Fort Worth, N.A., pursuant to the terms and provisions of the Treasurer's Agreement, dated May 15, 1984, has agreed to purchase the Bonds at the option of the Board upon written notice 14 jry _ ~ r Section 3.7 OWNERSHIP The Cities, the Paying Agent/Registrar and any other person may treat the person in whose name any Bond is registered as the absolute owner thereof for the purpose of making and receiving payment of the principal thereof and the interest thereon (subject to the provisions herein that interest is to be paid to the person in whose name. the Bond is registered on the Record Date ), and for all other purposes, whether or not such Bond is overdue, and neither the Board nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary All payments made to the person deemed to the owner of any Bond in accordance with this Section 3.7 shall be valid and effectual and shall discharge the liability of the Cities and the Paying Agent/ Registrar upon such Bond to the extent of the sums paid. Section 3.8 REGISTRATION, TRANSFER AND EXCHANGE (a) So long as any Bonds remain outstanding, the Cities shall cause the Paying Agent/Registrar to keep at its principal cor- porate trust office a register (sometimes herein referred to as the "Bond Register") in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with the terms of this Ordinance. (b) Except for transfers occurring by operation of law, each Bond may be transferred only upon the presentation and surrender thereof at the principal corporate trust office of the Paying Agent/Registrar with such endorsement or other evidence of transfer acceptable to the Paying Agent/Registraz, evidencing assignment of the Bonds, or any portion thereof in any integral multiple of $5,000. No transfer of any Bond shall be effective until entered on the registration books kept by the Paying Agent/Registrar Anew ,Bond. or Bonds will be required to be delivered by the Paying Agent/Registrar to the last assignee in exchange for such transferred and assigned Bonds within seventy-two (72) hours after receipt of the Bonds to be transferred in proper form and with proper instructions directing such transfer (c) All Bonds may be exchanged upon presentation and surrender thereof at the principal corporate trust office of the Paying Agent/Registrar fora Bond or Bonds of the same series, maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. All Bonds delivered in exchange for other Bonds shall be dated so that neither gain nor. loss in interest shall result from such exchange: The Paying Agent/Registrar shall be and is hereby .authorized to register and deliver exchange Bonds in accordance with the provisions of this Section 3.8. Each exchange Bond deliv- ered in accordance with this Section 3.8 shall constitute an original additional contractual obliga- tion of the Cities and shall be entitled to the benefits and security of this Ordinance to the same extent as the Bond or Bonds in lieu of which such exchange Bond is delivered. (d) No service charge shall be made to the holder for the initial registration or any subsequent transfer or exchange of Bonds. However, the Paying Agent/Registrar may require the owner of any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the registration, transfer or exchange of such Bond. (e) Neither the Board nor the Paying Agent/Registrar shall be required (i) to issue, transfer, or exchange any Bond during a period beginning at the opening of business 30 days before the day of the first mailing of a notice of redemption of Bonds hereunder and ending at the close of business on the day of such mailing or (ii) to transfer or exchange any Bond so selected for redemption in whole or in part where such redemption is scheduled to occur within 30 calendaz days. Such limita- tion on transfers shall not be applicable to an exchange by the holder of the unredeemed balance of a Bond called in part for redemption. Section 3.9. CANCELLATION All Bonds paid or redeemed in accordance with this Ordinance, and all Bonds in lieu of which exchange Bonds or replacement Bonds aze registered and delivered in accordance with Section 3.8 of this Ordinance, shall be cancelled and destroyed upon the making of proper records regarding such payment or redemption. The Paying Agent/Registrar shall periodically furnish the Board with certificates of destruction of such Bonds. Section 3.10. TEMPORARY BONDS (a) Pending the preparation of definitive Bonds, the Cities may execute and, upon the Cities' request, the Paying Agent/Registrar shall register and deliver, one 13 [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and ZIP code of transferee) (Social Security or other identifying number ) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises. DATED Signature Guaranteed By: NOTICE The signature on this assignment must correspond with the name of the regis- Authorized Signatory tered owner as it appears on the face of the within bond in every particular and must be guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers. Section 3.6. EXECUTION, CONTROL AND INITIAL REGISTRATION OF BONDS, (a) Each of the Bonds shall be signed and executed on behalf of Dallas by the facsimile signature of its Mayor, countersigned by the facsimile signature of its Director of Finance and attested by the facsimile signature of its City Secretary, and the Corporate seal of that City shall be impressed, printed or lithographed on each Bond. Each of the Bonds shall be signed and executed on behalf of Fort Worth by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary and approved as to form by the facsimile signature of its City Attorney, and the Corporate seal of that City shall be impressed, .printed or lithographed on each Bond. All of such facsimile sig- natures on the Bonds shall have the same effect as if each of the Bonds had been signed manually and in person by each of such officers, and such facsimile seals on the Bonds shall have the same effect as if the official seals of the respective cities had been manually impressed upon each of the Bonds. (b) In the event that any officer of the respective cities whose facsimile signature appears on the Bonds ceases to be such officer before the authentication of such Bonds or before the delivery thereof,. such facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution of the Paying Agent/Registrar It shall not be required that the same officer of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Bonds delivered on each installment delivery shall have attached thereto the Comptroller's Registration Certificate sub- stantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent which Certificate shall be evidence that the bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding special obligation of the cities, and has been registered by the Comptroller (d) On each installment delivery (as provided in Section 3.12 hereof) a single, printed Bond for each maturity so delivered will be registered in the name of and delivered to the initial purchaser of the Bonds. 12 [FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE TO BE ATTACHED TO THE INITIALLY ISSUED BONDS] OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General. of the State of Texas to the effect that this bond has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and binding special obligation of the Cities of Dallas and Fort Worth, payable from the revenues pledged to its payment by and in the Ordinance authorizing same, and that this bond has this day been registered by me. Witness my hand and seal of office at Austin, Texas, [SEAL] Comptroller o f Public Accounts o f the State o f Texas [FORM OF CERTIFICATE OF PAYING AGENT/REGISTRAR] It is hereby certified that this Bond has been issued under the provisions of the Ordinance described on the face of this Bond; and that this Bond has been issued in conversion of and exchange for or replacement of a bond, bonds or. portion of a bond or bonds of an issue which was originally approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. AUTHENTICATION DATE as Paying Agent/ Registrar By: Authorized Signer Il