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HomeMy WebLinkAboutOrdinance 8772~~~ ~~.G ~ ,s =~3 1983 REGIONAL AIItPORT SPECIAL FACILITY DELTA MAINTENANCE BASE SUPPLEMENTAL BOND ORDINANCE Authorixen3 t~ IBauance of DALLAS-FORT WORTH REGIONAL AIRPORT SPECIAL FACILITY DELTA MAINTENANCE BASE REVENUE BONDS, SERIES 1983 $13,000,000 Adopted by The City Councils of THE CITY OF DALLAS, TEXAS aad THE CITY OF FORT WORTH, TEXAS Effeotiva as of April 1, 1983 IIvDER ~ ARTICLE I Trri.E, Fnvnnvcs 1-rm R~~cr-aox Section 1.1. Short Title -~- Section 1.2. Findings -~- Section 1.3. Ratification -~- ARTICLE II Doxs wxn Coxa~rxvcrtox Section 2.1. Definitions --3-- Section 2.2. Construction aad Effects of Covenaata -~ ARTICLE III 5r~s 1~3 Boivns Section 3.1. Authorization -S- Section 3.2. Date, Denomination, Maturities and Interest Rates -5- Section 3.3. Paying Agents -8- Section 3.4. Prior Redemption -8-- Section 3.5. Form -8-- ARTICLE N Exncvrtox, Arpxovai., REGISTRAaorr, SArg Arm DII.IVLRY of Stems 1983 Boxes Section 4.1. Metbod of Execution -12-- Section 4.2. Approval and Registration -12-- Section 4.3. Sale, Purchase Contract Approval -12- ARTICLE V D~srosurrrorr of BoxD Aaoc~s, Uses arm Wrranx~wrws Section 5.1. Accrued Interest and Interest During Aoquisitton and Construction -13- Section 5.2. Delta Maintenance Base Construction Fund -13- Section 5.3. Disbursements from Construction Fend; Surplus -14- ARTICLE VI 1972 AcR~srrr, Svrr~vrwi. Acassas~tr, Co~.acriox o~ Nsr Rs~r Section 8.1. 1972 Agreement, Supplemental Agreement -14-- Section 8.8. Collection of Net Rent -1~ i Page ARTICLE VII P~cF, Annrrioxu. Fvxn Dseosrts, Ds~sAxc~ Section 7.1. Pledge _l~ Section 72. Additional Fund Deposits -15- Section 7.3. Uses of Funds, Exempt Facilities -17- Section 7.4. Defeasance -17- ARTICLE VIII M~arrnovs Paovrszoxs Section 8.1. Reserved Rights -17- Section 82. Assignments _17_ Section 8.3. Incorporated Provisions -18- Section 8.4. Amendments _lg.,_ Section 8.5. Ordinance Irrepealable -18- Section 8.8. Severability _l~ Section 8.7 Repealer _lg_ Section 8.8. Effective Date _l~ CITY OF DALLAS ORDINANCE Na CITY OF FORT WORTH ORDINANCE Na ~~ ~ ~~- 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 Delta Maintenance Base Revenue Bonds, Series 1983, in the aggregate principal amount of $13,000,000, for the purpose of acquiring, constructing, fabricating, installing and equipping certain Additional Special Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities, providing for the security for and payment of said bonds from the Net Rent re- ceived under a certain Special Facility Delta Maintenance System Lease Agreement, as supplemented, pertaining, among other things, to the leasing and operation of said facilities; providing that the same shall not be payable from taxation; providing the form, terms and conditions of said bonds and the manner of their execution; containing covenants and commitments regarding the payment of said bonds on a parity as to lien with other outstanding bonds; the acquisition and construction of said facilities, and regarding transfers of airport groperties; providing other details concerning said bonds, said agreements and said Airport; providing for the deposit of certain of the proceeds of such bonds into the Delta Maintenance Base Construction Fund of the Joint Airport Fund under and subject to the control of the Dallas-Fort Worth Regional Airport Board; authorizing said Board to see to the delivery of said bonds as herein directed and directing that due observance of the covenants herein contnued be made by the Board to the extent such covenants are performable by it; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency WHEREAS, the Cities of Dallas and Fort Worth (hereinafter collectively called the "Cities") heretofore determined that the then existing commercial aviation and airport facilities of the Cities, specifically Love Field Airport of the City of Dallas and Great 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 WHEREAS, the Cities further found and determined that the most effective, economic and e$icient means of providing needed airport facilities to be the construction and equipping of a centrally located airport for the Cities, and to that end by an agreement entitled the "Contract and Agreement," entered into actually on April 23, 1968, but effective as of April 15, 1968, the Cities continued, expanded and further defined the powers and duties of the Dallas-Fort Worth Regional Airport Board (hereinafter called the "Board") theretofore created, created the Joint Airport Fund of the Cities; and provided for the construction and operation 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, iu 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 equipping 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 the Cities and the entire North Central Texas Region and in that regard contains separately identifiable systems, complexes and facilities, each of which separately constitute but a part of the Airport as a whole, and all of which are and will be functionally related to and essential to the proper functioning of the others; and WHEREAS, it has been found and determined by the Board in accordance with its lawful duties acting on behalf of the Cities that it is essential, appropriate and necessary to the proper and orderly functioning of the Airport for its public purposes that adequate, well-planned, and major facilities be established, constructed, fabricated and equipped at the Airport for the public using the Airport, all as a part of the Airport's essential systems and facilities; and WHEREAS, the funds with which to construct and develop the Airport have been and 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 Bond Ordinance" (hereinafter called "1968 Concurrent Bond Ordinance"), and WHEREAS, among other rights reserved therein and subject to its other terms, Section 8.7 of the 1968 Concurrent Bond Ordinance xeserves 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 construction of "Special Facilities" (as both such terms are therein defined), and WHEREAS, heretofore it was determined necessary and appropriate by the Board that a certain initial Delta Maintenance Base Facility be financed as a Special Facility (hereinafter called the "Delta Maintenance Base") within the meaning of the 1988 Concurrent Bond Ordinance, through the issuance of "Dallas-Fort Worth Regional Airport Special Facility Delta Maintenance Base Reve- nue Bonds, Series 1972" (hereinafter called the "Series 1972 Bonds") and the Cities issued such bonds as such and for such purposes in accordance with the terms and provisions, respectively, of a certain 1972 Regional Airport Delta Maintenance Base Bond Ordinance, bearing No. 13703 of the City of Dallas and No. 6693 of the City of Fort Worth (hereinafter called the "1972 Regional Airport Delta Maintenance Base Bond Ordinance") and in connection therewith the Board executed with Delta Air Lines, Inc., as Lessee (the "Lessee"), a certain Special Facility Lease Agreement {hereinafter called the "1972 Agreement"), and WHEREAS, the Board has determined it necessary and appropriate that certain additional Delta Maintenance Base Special Facilities (hereinafter called the "1983 Delta Maintenance Base Facilities" or the "Additional Special Facilities") be provided at the Airport and that the same be included as a part of the Delta Maintenance Base and that they be financed through the issuance of certain "Additional Bonds" (hereinafter called and defined as the "Series 1983 Bonds") as that term is defined in and as such bonds are permitted under the 1972 Regional Airport Delta Maintenance Base Bond Ordinance; and WHEREAS, the Board has requested the Cities to issue the Series 1983 Bonds as such and for such purposes, and in connection therewith the Board has also executed a certain Special Facility Delta Maintenance System Supplemental Lease Agreement (hereinafter called the "Supplemental Agreement") which in general provides for the increase of the Net Rent under the 1972 Agreement in amounts required by the 1972 Regional Airport Delta Maintenance Base Bond Ordinance in connection with the issuance of Additional Bonds thereunder, with all of the terms and provisions of the 1972 Agreement and the Supplemental Agreement being hereby adopted by reference and incorporated herein for all purposes; and WHEREAS, the Board, as permitted by law and by the Contract and Agreement, further considers it appropriate and necessary in the public interest to have the Additional Special Facilities operated for it and on its 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 Delta Air Lines, Inc., as set forth in the 1972 Agreement and the Supplemental 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 Canndl; and -S- 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; 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 "1983 Delta Maintenance Base Supplemental Bond Ordinance." Section 1.2. Findings. All of the declarations and findings contained in, recited or repeated in the preambles of this Ordinance and in the preambles of the 1972 Agreement and the Supple- mental Agreement 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 determinations and findings of the Cities. Section 1.3. Ratlfacation. 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 Series 1983 Bonds herein authorized, expressly including the authoriza- tion, execution and delivery of the 1972 Agreement, and the Supplemental Agreement, including all of their respective terms, provisions, agreements, ogtions and commitments to be performed by the Board or the Cities are hereby ratified, approved, confirmed, accepted and adopted. ARTICLE II Definitioac and Construction Section 2.1. De finit~ons. In and throughout this Ordinance, the following words and expressions shall have the following meanings, respectively - (a) All words and terms used herein which constitute defined terms and words in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance, the 1972 Agreement and the Supplemental Agreement shall have the same meanings and definitions as are contained therefor in said Ordinance and agreements, except where the same words and terms are expressly defined otherwise herein, and such defined words and terms are incorporated herein for all purposes. (b} In addition to the defined terms specified in the preambles hereto and those referred to in paragraph (a), next above, the following words and terms for the purposes hereof and for the pur- poses of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance shall have the foIlowing meanings, respectively, unless the context shall clearly appear otherwise, tawit: (i) "Bonds" means the Series 1972 Bonds, the Series 1983 Bonds, any Completion Bonds, any future issues of Additional Bonds and any Refunding Bonds issued in lieu thereof, all of which are Special Facility Bonds within the meaning of the 1968 Concurrent Bond Ordinance. (ii) "1972 Agreement" means the Special Facility Delta Maintenance System Lease Agree- ment, dated as of April 1, 1972, as supplemented (iii) ` 1972 Regional Airport Delta Maintenance Base Bond Ordinance" means the ordinance authorizing, among other things, the Series 1972 Bonds and referred to in the preambles hereof. -3- (iv) `Paying. Agent" or "Paying Agents" with respect to the Series 1983 Bonds means RepublicBank -Oak Cliff, Dallas, Texas, or, at the option of the Holder, at Continental National Bank of Fort Worth, Fort Worth, Texas. (v) "Series 1983 Bonds" means the series of Bonds authorized in Article III hereof, and are the bonds defined in the Supplemental Agreement as the "1983 Additional Bonds" (vi) "Supplemental Agreement" means the agreement refered to as such in the preambles hereof, dated as of April 1, 1983, and executed and delivered by and between the Board and Delta Air Lines, Inc., as a supplement to the 1972 Agreement. (vii) "Costs of the 1983 Delta Maintenance Base Facilities" means all of the items of cost and expense related to the 1983 Delta Maintenance Base Facilities included within the definition of that term in Subsection 1.1(b) (iv } of the Supplemental Agreement. Section 2.2. Construct%on and Effect o f Cooenants. This Ordinance, except where the context hereof by clear implication shall otherwise require, shall be construed and applied as follows (a) Definitions include both singular and plural. (b) Pronouns 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 .Delta Maintenance Base 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/llths 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 subdivision, as permitted by Section 9.3 of the 7.972 Regional Airport Delta Maintenance Base Bond Ordinance, 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. -4- (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 replacement) other Delta Maintenance Base Facilities or facilities of a type similar thereto by any method addi- tional to the issuance of Completion Bonds or Additional Bonds and in any locations at the Airport, and either within or without the Leased Land, as defined in the 1972 Agreement, as supplemented by the Supplemental Agreement, or any part thereof, through the execution of other agreements with other parties, or the Lessee. k (i) This Ordinance is intended to and shall be supplemental to the 1972 Regional Airport Delta Maintenance Base Bond Ordinance and all matters included herein are subject to the terms of and shall be controlled and governed by the 1972 Regional Airport Delta Maintenance Base Bond Ordinance where not expressly provided for herein, and, without limiting the generality of the foregoing, in applying the terms and provisions of the 1972 Regional Airport Delta Mainte- nance Base Bond Ordinance to the matters included herein, it is expressly provided (A) that the Series 1983 Bonds are Additional Bonds thereunder; and (B) that the 1983 Delta Maintenance Base Facilities shall be and constitute a part of the Delta Maintenance Base under the 1972 Regional Airport Delta Maintenance Base Bond Ordinance and the "Base Facility" under the 1972 Agreement. ARTICLE III Series 1983 Bonds Section 3.1. Authorization. (a) For the purpose of providing funds with which to pay the Costs of the 1983 Delta Maintenance Facilities, 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 Delta Maintenance Base Revenue Bonds, Series 1983" (hereinabove defined as the "Series 1983 Bonds"), in the aggregate principal amount of $13,000,000, payable as to principal, premium, if any, and interest solely out of Pledged Revenues, as described, defined and pledged herein and in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance. (b) The Series 1983 Bonds are and shall be "Special Facility Bonds," issued under the authority reserved to the Cities in Section 8.7 of the 1968 Concurrent Bond Ordinance and pursuant to the authority granted the Cities under and by virtue of Article 1269j-5, Article 1269j-5.1, Article 1269]-5.2, Article 46d, and other applicable provisions of Vernon's Texas Civil Statutes, as amended, and, as aforesaid, are Additional Bonds issued under the authority reserved to the Cities in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance. Section 3.2. Date, Denomination, Maturities and Interest Rates. The Series 1983 Bonds shall be dated April 1, 1983, shall be in the denomination of $5,000 each, shall consist of 2,600 Bonds numbered in direct numerical order from 1 through 2,600, inclusive, and shall mature and become due and payable on November 1, 2009. The Bonds shall be interest at the rate of ten per centum (10%} per annum, to be evidenced by coupons initially attached to each of said Bonds payable on November 1, 1983, and semi-annualy thereafter on each May 1 and November 1. Section 3.3. Paying Agents. The principal, premium, if any, and interest with respect to the Series 1983 Bonds shall be payable to bearer in lawful money of the United States of America without deduction for exchange or collection charges at the offices of the Paying Agents. Section 3.4. Prior Redemption. (a) The Series 1983 Bonds may be redeemed at the option of the Cities, prior to their respective stated maturities in whole at any time on or after November 1, 1993, or in part by lot, on November 1, 1993, and on any interest payment date thereafter, from any -5- moneys (other than the moneys on deposit in the Delta Maintenance Base Bond Interest and Sinking Fund as provided in subsection (b), below) at the following respective redemption prices (expressed as percentages of the principal amount of Series 1983 Bonds thus optionally redeemed) plus accrued interest to the date fixed for redempiton, to-wit: Period during which redeemed Red~~ on (both dates inclusive) November 1, 1993 to October 31, 1994 102% November 1, 1994 to October 31, 1995 101 November 1, 1995 and thereafter 100 The optional right of the Cities to call and redeem the outstanding Series 1983 Bonds in advance of maturity pursuant to this subsection (a) shall not be exercised without the consent of Delta Air Lines, Ine., as Lessee under the 1972 Agreement, unless said Lessee shall be in default thereunder in which event no such consent shall be required. (b) Apart from the Cities' right and option of redeeming the Series 1983 Bonds, as provided in subsection (a), above, Series 1983 Bonds bearing the numbers specified below are further subject to the following mandatory redemption provisions, to-wit: (i) Series 1983 Bonds bearing numbers 1 to 2,600, both inclusive, are subject to the manda- tory requirement that, in each of the years hereinbelow specified, the Board, acting on behalf of the Cities, shall select (by lot) the principal amount of bonds as are hereinbelow designated for each such year and shall redeem the Series 1983 Bonds thus selected on the following November 1 in each such year, respectively, from the moneys to be set aside for that purpose in accordance wit su section () of Section 7.2 of this Ordinance. The years and the corresponding principal amount of Series 1983 Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as follows, to-wit: Priacipal Amount Redemption of Bonds to be yew Selected and Redeemed 1997 $ 100,000 1998 100,000 1999 200,000 2000 200,000 2001 200,000 2002 300,000 2003 ~~~ 2004 1,000,000 2005 1,100,000 2006 1,300,000 2007 1,400,000 2008 1,600,000 The bonds remaining unselected for redemption on November 1, 2008, shall be paid on the date of their stated maturity from the moneys to be deposited into the Delta Maintenance Bond Base Interest and Sinking Fund during the period October 1, 2008 -October 1, 2009, pursuant to sub- section (b) of Section 7.2 of this Ordinance. (ii) Such of said bonds as are redeemed pursuant to this subsection (b) shall be redeemed at a price equal to the principal amount thereof plus accrued interest to the date of redemp- tion and without premium. If in any year which the Cities, acting through the Board, are required to redeem Series 1983 Bonds pursuant to the mandatory provisions of this subsec- tion, they shall, either before or after (but prior to October 1) the selection of the bonds to tie redeemed mandatorily that year, be given the opportunity of purchasing any of said bonds for _g_ a price less than as above specified, the Board shall be authorized to make such purchases (but not more than the principal amount to be required to be redeemed that year) from the moneys set aside that year for the redemption of said Bonds, as aforesaid, and the principal amount of bonds thus purchased shall be deducted from the principal- amount required to be redeemed that year r (iii) In the event of an optional redemption from other moneys, as authorized by sub- section (a), above, of less than all of the Series 1983 Bonds which are subject to the mandatory provisions of this subsection,. the principal amount of bonds thus optionally redeemed shall pro- portionately reduce (in whole denominations) the principal amount of bonds required to be selected and mandatorily redeemed each year (c) If the interest on the Series 1983 Bonds shall be finally determined, upon the basis of a ruling of the Internal Revenue Service of the ~ United States or a determination by a court of competent jurisdiction, to be includable for Federal income tax purposes in the income of any recipient thereof subject to Federal income taxation, unless such recipient is a substantial user of the facilities financed from the proceeds of the Series 1983 Bonds, or a "related person" thereto, as defined in Section 103(b) of the Internal Revenue Code of 1954, as amended, then the Series 1983 Bonds shall be redeemed as a whole at any time not later than 120 days after any such determination. The redemption price of the Series 1983 Bonds redeemed pursuant to this subsection {c) shall be the principal amount thereof, plus accrued interest to the date of redemption. (d) At least thirty (30) days prior to the date of any such redemption, whether such date shall be fixed by the mandatory provisions specified above, or by reason of the exercise of the optional rights of redemption there provided, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption (specifying the Series 1983 Bonds to be either mandatorily or optionally redeemed, or both) to be published at least once in a newspaper or financial publication published in the City of New York, New York. By the date fixed for any such redemption, due provision shall be made with the Paying Agents for the payment of the principal amount of the Series 1983 Bonds to be so redeemed, premium, if any, and accrued interest thereon to the date fixed for redemption. If the written notice of redemption is published, and if due provision for payment is made, all as provided above, the Series 1983 Bonds, which are to be so redeemed, thereby auto- matically shall be redeemed prior to maturity, and they shall not bear interest after the date filed for redemption, and shall not be regazded as being outstanding for any purpose except for the purpose of receiving the funds so provided for such payment. Section 3.5. Form. The form of the Series 1983 Bonds, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on peach bond, and the form of the interest coupons to be attached thereto, shall be, respectively, substantially as follows, to-wit: (FORM OF SERIES 1983 BONDS) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT SPECIAL FACILITY DELTA MAINTENANCE BASE REVENUE BOND Series 1983 NO. $5,000 On the 1st day of November, 2009, the Cities of Dallas and Fort Worth (herein collectively called the "Cities" ), municipal corporations duly incorporated under the laws of the State of -7- Texas, for value received, hereby jointly promise to pay to bearer, solely from the revenues and funds described herein, the total principal sum of FIVE THOUSAND DOi.i.ARS and to pay interest thereon from the date hereof to the maturity or earlier redemption of this bond at the rate of 10% per annum, evidenced by initially attached coupons payable November 1, 1983, and semi-annually thereafter on each May 1 and November 1. Principal, premium, if any, and interest shall be payable in lawful money of the United States of America upon surrender of this bond or the proper coupons, as they severally become due, at RepublicBank -Oak Cliff, Dallas, Texas, or at the option of the holder, at Continental National Bank of Fort Worth, Fort Worth, Texas, paying agents, without exchange or collection charges to the bearer hereof. The bonds of this Series (hereinafter called the "Series 1983 Bonds") may be redeemed, at the option of the Cities, prior to their stated maturity in whole at any time on or after November 1, 1993, or in part by lot on November 1, 1993, and on any interest payment date thereafter, from any moneys (other than the moneys on deposit in the interest and sinking fund therefor) at the respective redemp- tion prices (expressed as percentages of the principal amount of bonds thus optionally redeemed } set forth in the table below, plus accrued interest to the date fixed for redemption tawit: Period during which redeemed Redemption (both dates inclusive) Price November 1, 1993 to October 31, 1994 102% November 1, 1994 to October 31, 1995 101 November 1,1995 and thereafter 100 Additionally, the Series 1983 Bonds are subject to certain mandatory redemption requirements provided and established in the jointly adogted ordinance of the Cities known by the short title, 1983 Delta Maintenance Base Supplemental Bond Ordinance (the "Series 1983 Ordinance") authorizing the Series 1983 Bonds, which Series 1983 Ordinance supplements the 1972 Regional Airport Delta Main- tenance Base Bond Ordinance (the "Series 1972 Ordinance"), the Series 1983 Ordinance and the Series 1972 Ordinance being referred to herein as the "Ordinance:' Under such provisions,. a specified number of Series 1983 Bonds shall be selected by lot in each of the years 1997 through 2008, inclusive. Series 1983 Bonds so selected shall be redeemed for a redemption price equal to ~/ the principal amount thereof and accrued interest to the date of redemption and without premium. The Series 1983 Bonds which are not thus selected and mandatorily redeemed during said years shall be paid at their stated maturity Said mandatory redemptions and payments at maturity shall be accomplished from moneys required by the Ordinance to be deposited into the interest and sinking fund for the Series 1983 Bonds. In addition, the Series 1983 Bonds shall be redeemed as a whole at any time not later than 120 days after interest on the Series 1983 Bonds shall be finally determined, upon the basis of a ruling of the Internal Revenue Service or a determination by a court of competent jurisdiction, to be includable for Federal income tax .purposes in the income of any recipient thereof subject to Federal income taxation, unless such recipient is a substantial user of the facilities financed from the proceeds of the Series 1983 Bonds, or a "related person" thereto, as defined in Section 103(b) of the Internal Revenue Code of 1954, as amended. Series 1983 Bonds redeemed pursuant to this para- graph shall be redeemed at a price equal to the principal amount thereof and accrued interest to the date of redemption and without premium. When Series 1983 Bonds shall be redeemed pursuant to any of the foregoing, the specific bonds to be redeemed shall be determined and a written notice of such redemption shall be given in the manner specified in the Ordinance. By the date faced for any such redemption, due provision shall be made with the paying agents for the payment of the principal amount of the bonds to be so redeemed,. redemption premium, if any, and accrued interest thereon to the date fixed for redemption. If the g._ written notice of redemption is published, 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 beaz interest 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 pro- vided for such payment. This bond is one of a duly authorized issue of bonds, dated April 1, 1983, numbered from 1 through 2600, in the denomination of $5,000 each, aggregating $13,000,000, issued by the Cities so as to provide funds for the purpose of acquiring, constructing, fabricating and installing certain 1983 Delta Maintenance Base Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities. For the purpose of securing the payment of the Series 1983 Bonds, the Cities have jointly pledged in the Ordinance their respective interests in certain moneys therein referred to and defined as "Pledged Revenues," said pledge being on a parity as to lien and right with certain previously issued and outstanding bonds of the Cities payable from the same source (the "Series 1972 Bonds"), all as defined and referred to in the Ordinance. The term "Pledged Revenues" includes certain net rents to be derived by the Dallas-Fort Worth Regional Airport Board (the "Board") under and pursuant to the terns of a certain Special Facility Delta Maintenance System Lease Agreement (the "Agreement" ), dated as of April 1, 1972, as supplemented, the same being executed between the Board and Delta Air Lines, Inc., a certificated air cazrier serving and served by said Airport. Said Pledged Revenues, including said net rent, will be on deposit from time to time in vari- ous funds referred to and confirmed in the Ordinance, and are unconditionally and irrevocably committed and pledged to the purposes specified for said funds including the payment of the Series 1983 Bonds and the Series 1972 Bonds, and other bonds, if any, which may be issued hereafter Reference is made to the Ordinance and to the Agreement for a further description of Pledged Revenues and said net rent, 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 bondholders, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 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 without the other and no individual liability shall ever exceed in the case of Dallas 7/ llths of the total amount 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. 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 Ordinance and the execution and delivery of the Agreement have been done, do exist and have been performed as so required. -9- Ix WrtzvESS Wxt~oF, the City Council of the City of Dallas, Texas, has caused the seal of that City to be impress'1'd, printed or lithographed hereon and this bond to be signed by the #acsimile signature of its Mayor and countersigned by the facsimile signatures of its City Auditor and its City Searetary; and the City of Fort Worth, Texas, has caused the seal of that City to be impressed, printed or lithographed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by the facsimile signature of its City Attorney; and each said City Council has caused the attached coupons to be signed by the facsimile signature of the Mayor and City Auditor of the City of Dallas and by the Mayor and City Secretary of the City of Fort Worth. Covx~rEn.ACx~: /s/ Mayor, City of Dallas, Texas /s/ City Auditor, City of Dalloa, Texoa /s/ City Secretary, City aj Dallas, Tezaa /s/ Mayor, City of Fort Worth, Texas Covrrr~cx~: /s/ city secretary, City of Fort worth, Texas Ar~xov~ As ~ro Foxes Arco LECAZrnr: /s/ City Attorney, C#y of Fore Worth (FORM OF COUPONS} NO. i Unless due provision has been made for the redemption prior to maturity of the below numbered bond to which this coupon appertains, the City of Dallas, Texas, and the City of Fort Worth, Texas, jointly promise to pay to bearer, but solely out of the revenues specified, and subject to the conditions stated, in said bond at RepublicBank -- Oakcliff, Dallas, Texas, or at the option of the holder, at Continental National Bank of Fort Worth, Fort Worth, Texas, without exchange or collection charges to the bearer hereof, the sum specified on this coupon, in lawful money of the United States of America, for interest then due on the below numbered bond of the issue entitled "Dallas-Fort Worth -10- Regional Airport Special- Facility Delta Maintenance Base Revenue Bonds; Series 1983", dated April 1, 1983. 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. Bond No. /s/ Mayor, City of Dallas, Texas CoUNTERBIGNFD: ~S~ City Auditor, City of Dallas, Texas ~~~ Mayor, City o/ Fort Worth, Tezas COUNTERSIGNED: isi City Secretary, City of Fort Worth, Texas (FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE) OFFICE OF COMPTROLL~It STATE OF TESAS REGISTER NO I hereby certify that this bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas in accordance with his written approving certificate on file in my office; and that this bond has been by me this day registered as required by law WITNESS my signature and seal this /a/ Comptroller of Public Accounts o/ the State a/ Texas (SEAL) AHTI~.F rv Execution, Approval, Registration, Bale and Delivery of Series 1983 Bonds Section 4.1. Method of Execution. Each of the Series 1983 Bonds shall be signed and executed on behalf of Dallas by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its City Auditor and City Secretary, and the corporate seal of that City shall be impressed, printed or lithographed on each bond. Each of the Series 1983 Bonds shall be signed and executed on behalf of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary, the same shall be approved as to form and legality by the facsimile signature -11- of the City Attorney of said City, and its corporate seal shall be impressed, printed or lithographed upon each bond. The respective facsimile signatures of the Mayor and City Auditor of Dallas and of the Mayor and City Secretary of Fort Worth shall be lithographed or printed upon the coupons attached to the Series 1983 Bonds. All facsimile signatures placed upon the Series 1983 Bonds and their coupons shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, Vernon's Texas Civil Statutes, as arnended. Section 4.2. Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1983 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman, officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of the Series 1983 Bonds and to assure the investigation, examina- tion, and approval thereof by the Attorney General of the State of Texas and their registration by the State Comptroller of Public Accounts. Upon registration of the Series 1983 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall be requested to sign manually the Comptroller's Registration Certificate prescribed herein to be printed and endorsed on each bond and the seal of the Comptroller shall be impressed or printed or lithographed thereon. The Chairman of the Board shall be further authorized to make such agreements with the purchasers of the Series 1983 Bonds as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale at the earliest practicable date after the adoption of this Ordinance. Section 4.3. Sale, Approval of Contract of Purchase. (a) The Series 1983 Bonds are hereby sold in accordance with law and shall be delivered to the Underwriters (listed in Schedule I of the Contract of Purchase, dated April 8, 1983) for whom Smith Barney, Harris Upham ~ Co. Incorporated, Goldman, Sachs & Co., and Merrill Lynch White Weld Capital Markets Group (Merrill Lynch, Pierce, Fenner & Smith, Incorporated), are acting as managers for a price of $12,740,000, plus interest from the date of the Series 1983 Bonds accrued to the date of delivery thereof, and subject to the other terms and conditions set forth in the below mentioned Contract of Purchase. (b) The Contract of Purchase (including the Letter of Representation attached thereto) setting forth the terms of the sale of the Series 1983 Bonds to the purchasers thereof referred to in (a) above is hereby accepted, approved and authorized to be delivered in executed form to said purchasers. The Contract of Purchase (including the Letter of Representation attached thereto) shall be executed on behalf of the City of Dallas by the City Manager with its corporate seal impressed thereon, attested by the City Secretary, countersigned by the City Auditor, and approved as to form by the City Attorney The Contract of Purchase (including the Letter of Representation attached thereto) shall be executed on behalf of the City of Fort Worth by the City Manager with its corporate seal impressed thereon, attested by the City Secretary, and approved as to form and legality by the City Attorney ARTICLE V Disposition of Bond Proceeds, Uses and Withdrawals Section 5.1. Accrued Interest and Interest During Acquisition and Construction. (a) Any amount received as accrued interest upon the delivery of tbe. Series 1983 Bonds, plus an amount which together with such accrued interest is equal to the interest accruing on the Series 1983 Bonds to November 1, 1984, is hereby appropriated from the proceeds of the sale of the Series 1983 Bonds and ordered to be deposited to the credit of the Delta Maintenance Base Construction Fund. The funds thus deposited shall be used solely for the purpose of paying the interest accruing on the Series 1983 Bonds to November 1, 1984, and for no other purpose. If it shall become necessary to remove or withhold the amount required to be appropriated by this subsection (a) from the custody of the Treasurer in order to comply with the requirements of Section 7.3(a) and (b) hereof, or for any other reason, then, upon written order of the Director of Finance, that part of the Delta Main- tenance Base ConstruMion Fund containing said amount shall be placed in trust with RepublicBank -12- - Oak Cliff, Dallas, Texas, one of. the Paying Agents for the Series 1983 Bonds. Such portion of the Delta Maintenance Base Construction Fund thus held by said Paying Agent for the benefit of the holders of the Series 1983 Bonds, and pending its use to pay interest on the Series 1983 Bonds, shall be invested from time to time in Investment Securities as may be directed by the Board; provided, however, that no such investment shall be made which will be inconsistent with the requirements of Section 7.3(a) and (b) To the extent that this Section is inconsistent with the provisions of the Contract and Agreement, then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. ' (b) In addition to the directions contained in paragraph (a), next above, and in compliance with Section 8.2(b) of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance, it is hereby directed that from the proceeds of the Series 1983 Bonds, the sum of $1,700,000 shall be deposited into the Delta Maintenance Base Bond Reserve Fund and used, applied and devoted to the purposes specified in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance for money on deposit in said Fund, which amount is hereby found and determined to be in compliance with the requirements of Section 7 4 (b) of said Ordinance. (c) The funds required hereby to be deposited to the credit of the Delta Maintenance Base Reserve Fund and the Delta Maintenance Base Construction Fund shall be invested as directed by the Board's Director of Finance in appropriate Investment Securities. It is provided, however, that, at the option of the Board (acting by and through its Executive Director) and subject to the require- ments of Section 7.3 hereof, all or any part of such funds may from time to time be deposited with and maintained by the Treasurer of the Board. Section 5.2. Delta Maintenance Base Construction Fund. Except as otherwise provided in Sec- tion 5.1, hereof, all proceeds from the sale of the Series 1983 Bonds shall be deposited gromptly upon the receipt thereof in the Delta Maintenance Base Construction Fund as part of the Joint Airport Fund and the moneys within said Fund, including earnings from the investment thereof, shall be used solely for the purpose of paying the Costs of the 1983 Delta Maintenance Base Facilities, except as otherwise provided by Section 5.3 hereof. Section 5.3. Disbursements From Delta Maintenance Base Cons~ructian Fund, Surplus. The provisions of Section 5.4 of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance are hereby incorporated herein and expressly made applicable to disbursements in payment of the Costs of die 1983 Delta Maintenance Base Facilities the same as the Initial Facilities thereunder and to the disposition of any surplus from the Series 1983 Bonds; provided, however, that any surplus may be devoted to the payment of any costs of any other Maintenance Base Facilities, if such payment is approved by the Lessee; provided further, that no transfer or disposition of any such surplus shall occur unless and until bond counsel shall have advised the Board that such transfer or disposition will not affect the exemption from Federal income tax of interest on the Seeries 1983 Bonds; and provided further, that no such transfer or disposition shall occur before November 1, 1984. ARTICLE VI 1972 Agreement, Supplemental Agreement, Collection of Net Rent Section 8.1. 1972 Agreement, Sulplemental Agreement. The Cities covenant and warrant (i) that the 1972 Agreement and the Supplemental Agreement have been duly and lawfully entered into, executed and delivered by the Cities acting by and through the Board and represent valid and sub- sisting agreements of the Cities, the Board and the Lessee, enforceable in accordance with their terms; (ii) that none of the parties is in default thereunder; (iii) that this Ordinance has been approved by the Lessee in conformity with the requirements of the 1972 Agreement; (iv) that during any period during which Bonds are outstanding, neither the Cities nor the Board will consent to or grant any modification of, or amendment or concession to, by supplemental or amendatory agree- ment or otherwise, the provisions of pazagraphs (a} and (c) of Section 5.2 of the 1972 Agree- -13- ment or Section 3.2 of the Supplemental Agreement, respectively; (v) that, during any period during which Bonds are outstanding, 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, any other provision of the 1972 Agreement or the Supplemental Agreement, which modification, amendment or concession, would have the effect of reducing, altering or modifying the obligations and commitments of the Lessee contained in paragraphs (a) and (c) of Section 5.2 of the 1972 Agreement or Section 3.2 of the Supplemental Agreement, respectively, or would mini- mize, reduce or lessen the rights of the Board in the event of a default in the payment of Net Rent by the Lessee thereunder, or would materially and adversely affect the security herein provided for the payment of Bonds; and (vi) that the Cities and the Board will strictly observe and abide by their commitments contained in the 1972 Agreement and the Supplemental Agreement and will strictly enforce the obligations of the Lessee thereunder. Section 8.2. Collection of Net Rent. In addition to the amounts of Net Rent required to be col- lected at the times stated in Section. 6.2 of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance, the Cities, acting by and through the Board, shall, through appropriate billings, statements or otherwise, furnished and delivered to the Lessee, cause the Net Rent payable under the 1972 Agreement as increased by the Supplemental Agreement to be collected by the Board not less than one (1) full business day prior to the dates specified in Article VII hereof for the deposit or transfer into the various funds on account of the Series 1983 Bonds, and the dates on which such collections are required, and the amounts required by said Article VII hereof, for the purposes of this Ordinance and for the purposes of subsection (a) of Section 5.2 of the 1972 Agreement and all other relevant subsections and Sections of the 1972 Agreement and of the Supplemental Agreement shall be the- due date for the payment and collection of Net Rent and the times and amounts payable thereunder ARTICLE VII Pledge, Additional Fund Deposits, Defessanoe Section 7.1. Pledge. As aforesaid, the Series 1983 Bonds are "Additional Bonds' issued with the prior consent and agreement of the Lessee and under the authority reserved to the Cities under Sec- tion 8.2 of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance. Accordingly, the Series 1983 Bonds are issued with the effect stated in said Section 8.2 and shall be and are hereby declared to be payable solely from and secured by an irevocable first and superior lien on and pledge of (a) the Net Rent (except that part received on account of the costs and charges of any paying agent or paying agents or any trustee or trustees for the Bonds) and the special funds created in which Net Rent' from time to time shall be on deposit as herein and in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance required, (b) any amounts on deposit in the Special Funds created in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance and credited against the Net Rent payable by Lessee under paragraph (b) of Section 5.2 of the 1972 Agreement and under the Supplemental Agreement; and (c) in the event of a default in the payment of said Net Rent by the Lessee then the gross receipts, less expenses of collection, derived by the Board from the exercise of any remedy on default specified or permitted by Section 7.2 of the 1972 Agreement. All of the items of money described above the herein and in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance collectively called and defined as the "Pledged Revenues:' Said lien and pledge as to the Series 1983 Bonds is and shall be in all respects of equal dignity and on a parity with the Series 1972 Bonds. Section 7.2. Additional Fund Deposits. As provided in the 1972 Regional Airport Delta Mainte- nance Base Bond Ordinance, that portion of Pledged Revenues credited against the Net Rent payable by the Lessee under subsection (b) of Section 5.2 of the 1972 Agreement shall at all times remain in or be transferred to the appropriate funds created in and as directed by that Ordinance. All Net Rent, expressly including Net Rent collected on account of the Series 1983 Bonds, shall be collected by the Board and shall be paid by the Lessee in the amounts and on the dates required by Section 8.2 -14- hereof, by Section 8.2 of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance and, as collected, shall be held in the Delta Maintenance Base Net Rent Clearance Fund within the Joint Airport Fund, and in addition to all other amounts required by the 1972 Regional Airport Delta Maintenance Base Bond Ordinance to be transferred to the Delta Maintenance Base Bond Interest and Sinking Fund, the Board shall make additional transfers to that Fund, after accounting for any moneys aUeady on deposit therein and available for the purposes, as follows, to-wit: (a) Beginning on October 1, 1984, and monthly thereafter through March 1, 1985, the Board shall deposit in equal monthly installments such amount as is necessary to provide on March 1, 1985, the amount of the interest to become due on the Series 1983 Bonds on May 1, 1985; and, beginning on April 1, 1985, and on the 1st day of each month thereafter, the Board shall deposit the amount necessary to provide 1 / 8th of the amount of interest to become due on the Series 1983 Bonds on November 1, 1985, and on each succeeding interest payment date thereafter (b) Beginning on October 1, 1996, and on the first day of each month thereafter through September 1, 2009, the Board shall deposit 1/12th of the following amounts during the respective periods indicated, to-wit: Period Amounts 1998-1997 $ 100,000 1997-1998 100,000 1998-1999 200,000 1999-2000 2A0,000 2000-2001 200,000 2001-2002 300,000 2002-2003 400,000 2003-2004 1,000,000 2004-2005 1,100,000 2005-2008 1,300,OW 2008-2007 1,400,000 2007-2008 1,600,000 2008-2009 5,100,000 Any amounts on deposit in the Delta Maintenance Base Bond Reserve Fund on November 1, 2008, may, unless otherwise prohibited or limited by a subsequent ordinance authorizing Com- pletion Bonds, Additional Bonds or Refunding Bonds, be applied in reduction of the deposits required by this paragraph during the succeeding twelve month period. Additionally, if the Cities shall have redeemed some, but less than all, of the Series 1983 Bonds pursuant to their option of redemption contained in Section 3.4(a) hereof, then the amounts required to be deposited in each respective year into Delta Maintenance Base Bond Interest and Sinking Fund under this paragraph (b) shall be reduced to the amount necessary in each year to provide funds with which to mandatorily redeem the remaining, unredeemed Series 1983 Bonds or to pay the unredeemed bonds at maturity, in accordance with provisions of Section 3.4(b)(ii) as adjusted by subsection (b) (iii) of said Section. (c) In the event the Series 1983 Bonds shall be called for redemption in accordance with the provisions of Section 3.4(c) hereof, the Board shall cause to be deposited into the Delta Maintenance Base Bond Interest and Sinking Fund such amounts necessary, after taking into consideration the amounts in all special funds created hereunder and available therefor, to redeem the Series 1983 Bonds. Such amounts shall be deposited at least five (5) days prior to the date set for such redemption. -15- Section 7.3. Uses o f Funds, Exempt Facilities. (a) The Cities covenant that throughout the term of the Series 1983 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 1983 Bonds will not at any time become arbitrage bonds. (b) If it shall become necessary to remove or withhold any funds (in addition to escrowed interest) established herein from the custody of the Treasurer in order to comply with the require- ments of subsection (a), 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 shaky 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 Investment 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 then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. (c) It is expressly covenanted and agreed that the Cities acting by and through the Board will not expend the proceeds of the Series 1983 Bonds for any purpose, or purposes, or in any amount or amounts, or undertake, ar permit the Lessee to undertake, (i) any act or use of the Leased Premises which would cause the 1983 Delta Maintenance Base Facilities to be or become facilities other than those described as exempt facilities in Section 103(b)(4) of the Internal Revenue Code of 1954, as amended, or in any rules or regulations thereunder applicable thereto (the "Code"); or (ii) any expenditure of the proceeds of the Series 1983 Bonds except in compliance with the requirements of Section 103{b) of the Code. These covenants are made for the benefit of the Holders from time to time of said Bonds and may be relied upon by said Holders and by bond counsel for the Board. Section 74. Defeasance. When all of the outstanding Series 1983 Bonds have been duly paid, the pledge and lien and all obligations hereunder shall thereby be discharged and said Series 1983 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 debt service requirements of the outstanding Series 1983 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 Series 1983 Bonds for payment. The Federal Securities shall become due on or before 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 Series 1983 Bonds to assure such availabikity as so needed to meet such schedule. "Federak Securities" for purposes of this section shall mean direct obligations of or obligations guaranteed by the United States of America. ARTICY..E VIII Miscellaneous Provisions Section 8.1. Reserged Rights. In addition to the rights expressly reserved in Section 2.2(h) hereof, all rights reserved by the Cities in the 1972 Regional Airport Delta Maintenance Base Bond Ordinance to issue Completion Bonds, other Additional Bonds and Refunding Bonds under the provisions thereof, are hereby expressly reserved. Section 8.2. Assignments. So long as any Bonds are outstanding and unpaid, the Cities covenant that, in each instance in which consent of the Board to an assignment or subletting is required by the 1972 Agreement or the Supplemental Agreement, such consent by the Board shall not be given without first obtaining a written agreement from Lessee that it shall remain primarily liable for the Ground Rental and Net Rent due under the 1972 Agreement and Supplemental Agreement. -16= Section 8.3. Incorporated Provisions. The provisions of the 1972 Regional Airport Delta Mainte- nance Base Bond Ordinance, except where in conflict herewith, aze hereby incorporated herein for all purposes and are made applicable to the Series 1983 Bonds as a part of the Bonds and to the 1983 Maintenance Base Facilities. Section 8.4. Amendments. This Ordinance may be amended in the same manner as provided in Article XI of the 1972 Regional Airport Delta Maintenance Base Bond Ordinance. Section 8.5. Ordinance Irrepealable. After any of the Series 1983 Bonds shall be issued, this Ordinance 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 irrepealable until the Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provisions for the payment thereof shall be made as provided in Section 7 4 hereof. Section 8.6. 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, pazagraph, clause or provisions shall not affect any of the remaining provisions of this Ordinance, or any of the provisions of the 1972 Agreement or the Supplemental Agreement. Section 8.7 Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent here- with are hereby repealed to the extent of such inconsistency Section 8.8. E$ective Date. This Ordinance shall be effective as to each City respectively upon the adoption hereof by its City Council, but shall be dated for convenience of reference as of the 1st day of April, 1983. ~ ADOPTED AND CORRECTLY ENROLLED April (SEAL) ATTEST: Mawr, City of Da11aa, Texaa City Secretary, City of Dallas, Texas Foxes: Ctty , Ctty of D ,Texas Anon ,1 Msyor, City of Fort Worth, Texas (SEAL) AT!'EST_: ~ ~ city secretary/, City o/ Fbrt worth, Texas A~ov~ ~s a~ Soros aavq!L~cAr.Trw: / ~ ~~,CUy Attorney, City ai Fan Worth, Texas -17- T~ STATE of TES~s CovxTTr of DALLA8 CrrY of DALLAB I, RpBEFtT s. ate...., City Secretary of the City of Dallas, Texas, do hereby certify: 1. That the above and foregoing is a true and correct copy of Ordinance No. ,duly presented and passed by the City Council of the City of Dallas, Texas, at a meeting of the council held on 1983, which ordinance is duly of record in the office of the City Secretary 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. Wrrrress MY Haan and seal of the City of Dallas, Texas, this day of , 1983. .City Secretory, City of Dallaa, Texas T8E STATE OF TESns CovNTY of TAliRANT I, ,City Secretary of the City of Fort Worth, Texas, do hereby certify: 1. That the above and foregoing is a true and correct copy of Ordinance No. duly pre- sented and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the Council held on , 1983, which ordinance is duly of record .in the office of the City Secretary 2. That said, meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 8252-17, Vernon's Texas Civil Statutes, as amended. WrrxESS MY HAxn and the Official seal of the City of Fort Worth, Texas, this day of ,1~ ~ a n A ' City Secretary, City o/ Fort Worth, Texaa -1$ -