HomeMy WebLinkAboutOrdinance 89901983 REGIONAL AIRPORT
AMERICAN AIItLINES
SPECIAL FACILITIES
BOND ORDINANCE
Authorizing the Issuance of
DALLAS•FORT WORTH REGIONAL AIRPORT
AMERICAN AIRLINES SPECIAL FACILITIES
REVENUE BONDS, SERIES 1983
X58,000,000
Adopted by
The City Councils of
THE CITY OF DALLAS, TEXAS
and
THE CITY OF FORT WORTH, TEXAS
E$ective as of December 1, 1983
.__ a CITY. OF~ DALLAS.wORDINANCE- .rv.. tl ...__.
No. ~ 8 ~ ~ O
CITY OF FORT WORTH ORDINANCE
No. g ~' ~' O
8 KXw
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
~~ American Airlines Special Facilities Revenue Bonds, Series 1983; in. the aggregate principal. amount
of $56,000;000, for the purpose of acquiring, constructing,. fabrieating, renovating and installing
certain Special Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities
(as hereinafter defined); providing. for the: security for and payment of said bonds from the Net
' Rent received under a certain American. Airlines Special Facilities Lease Agreement pertaining 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 such bonds and the manner of their execution; containing
~~ ~ r covenants and commitments regarding the payment of said. bonds; the acquisition and construction of
said facilities, and regarding. transfers of airport propertie§ providing. other details a;oncerning such
bonds; said Agreement and said Airport; providing for the deposit of certain of the proceeds of sucl~i
'~~ bonds into the Construction Fund (as hereinafter defined.) 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 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 incident and relating to the subject and purpose hereof; and
~~..
` ~`'' declaring an emergency.
Y WHEREAS, the Cities of Dallas and Fort Worth (hereinafter called- and defined as the "Cities")
~~.
"~ have heretofore determined that the then-existing commercial aviation: and airport facilities of the
"k~ `` Cities; specifically Love Field Airport of the. City of Dallas and Greater Southwest International Airport
`Y~ of the City of Fort Worth, were wholly inadequate. to meet the 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 efil=
' ~ °~ 4 dent means of providing needed airport. facilities was. the construction. and equipping of ~ centrally
located` airport for the Cities, and to .that end by an agreement entitled and hereinafter defined as the
"Contract and' Agreement;" entered into actually on April 23; 1988, but effective as of April 15, 1988,
the Cities continued, expanded and further defined the powers and. duties. of the Da1la.~-Fort Worth
Regional AirporE Board. (hereinafter. defined as 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
w~ called the "Airport"); and.
` "~ ' WHEREAS, in the exerdse of their lawful authority, the Cities have obtained and will obtain
P. ~- 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 caxgo, airport
for the. metropolitan areas of the Cities and the entire North: Central Texas region and contains many
,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, 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 (hereinafter defined as and called the "Additional Special 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 and necessary 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 te~7ns, 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
construction of "Special Facilities" (as both terms are therein defined), and
WHEREAS, it has also been determined necessary and appropriate by the Board that the
American Airlines Special Facilities be financed as Special Facilities, within the meaning of the
1988 Cancurrent Bond Ordinance, through the issuance of the Special Facility Bonds hereinafter
described, and the Board. has requested the Cities to issue bonds as such and for such 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 American. Airlines 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 American Airlines,
Inc. (the "Company"), and
WHEREAS, the Board will undertake the construction, equipping and installation of certain
structures, machinery, equipment and related real and personal property as more fully described
herein (collectively, the "Additional Special Facilities" ); and
WHEREAS, the Additional Special Facilities will constitute Special Facilities as defined in
the 19@8 Concurrent Bond Ordinance; and
WHEREAS, the Board has determined it .necessary and appropriate that the American Airlines
Special Facilities be provided at 'the Airport and be financed through the issuance of certain Special
Facility Bonds (hereinafter called and defined as the "Series 1983 Bonds"); 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 the American Airlines Third
Supplemental Special Facilities Agreement, dated as of December 1, 1983 {the "Third Supplemental
Agreement"), as a supplement to the American Airlines Special Facilities Lease Agreement, dated
as of October 1, 1972, as heretofore supplemented (hereinafter collectively called the "Agreement"),
which in general provides (a) for the payment of Ground Rent in respect of the Additional Special
Facilities, and (b) for the payment of Net Rent in the amounts required by this Ordinance; and
WHEREAS, the City Councils have each found and determined as to each that the matters
to which this Ordinance relates are matters of imperative public need and necessity in the protection
of the health, safety and morals of the citizens of each of the Cities and, as such, that this Ordinance
is an emergency measure and shall be effective as to each City respectively upon its adoption by its
City Council; and
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 8252-17, Vernon's Texas Civil Statutes, as
amended;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY _ COUNCIL_.OF. THE ._CITTY .OF___ -_ _ ,
.~-,-~,. ~- -' `DALLAS; TEXASs ~ _ _
z
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF TH_E CITY OF
FORT WORTH, TEXAS:
AaTICL>~ >d y
Tide, Findings, Rati$cation, and De$nitions-
Section. 1.01. Short. Title. This Ordinance may be cited by the short title "1983. American Airlines
Spedal Facilities Bond_Ordinance."~, ~,. -
Section 1.02. Findings. All of the declarations and findings contained in, recited or repeated in
the preambles of this Ordinance and in the preambles of the 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 proger determinations and findings of the Cities.
Section 1.03. 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,
execution and delivery of the Agreement by the Board are hereby ratified', approved, confirmed,
accepted and adopted.
Section 1.04. Definitions. The terms. defined in this. Article I shall, for all purposes of this. Ordi=
Hance,, have the meanings herein specified, unless the context clearly requires otherwise:
"Act" shall mean collectively Articles 48d, 1289j-5; 1269j-5.1, and 1269j-5.2, all as amended, V T.C.S:
"Additional. Special Facilities'° shall mean the facilities and properties defined as such in the
Third Supplemental Agreement.
"Administration Expenses" shall mean the reasonable expenses incurred by the Issuer with respect
to the Third Supplemental Agreement, this Ordinance and. any transaction or event contemplated by
the Agreement or this Ordinance, including. the compensation and reimbursement of fees, expenses and
advances. payable to its legal counsel; the Trustee, the Paying Agent, the Registrar, the Remarketing
Agent and the Indexing Agent.
"Agreement" shall mean collectively the American Airlines Special Facilities Lease Agreement
dated as of October 1, 1972, between the Issuer and .the Company, and: any and all modifications,
alterations, amendments and supplements thereto;, including the Third Supplemental Agreement. .;
"Airport" shall mean the Dallas-Fort Worth Regional Airport.
"Alternate Letter of Credit" shall mean an irrevocable letter of credit provided in acc:ardance with
Section 4.05(c) hereof. At any time prior to the close of the Bank's business on the Interest Payment
Date next preceding., the expiration date of the Letter of Credit, the Company may, at its option,
provide for the delivery to the Trustee of an Alternate Letter of Credit. An Alternate Letter of Credit
shall be an irrevocable letter of credit,. other than.. the Letter of Credit issued by the Bank and deli-
vered to the Trustee concurrently with the original issuance of the Bonds,. issued by a. commercial
banl~'the. terms of which shall in all': material. respects.. be the same: as the Letter of Credit,. except as
to expiration date and identity of bank. On or prior to-the da#e` of the delivery of an Alternate Letter
of Credit to the Trustee, the Company shall furnish to the Trustee and'. the Board {i) written. evidence
from Moody's, if the Bonds are rated by Moody's,.and.S&1' if the Bonds are rated by SBcP, in each case
to the effect that §uch rating agency has reviewed file proposed' Alternate Letter of Credit and that the
substitution of the proposed Alternate Letter of Credit for the-Letter of Credit. will not, by itself, result
in a reduction of its ratings. of the Bonds from those. which: then prevail, and {ii) an opinion of counsel::
to the issuer of the Alternate Letter of Credit to the effect that the Alternate Letter of Credit is a valid'
and binding.. obligation of such bank: ~'"
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"Available Moneys" means (a) with respect to any payment date occurring during the term
of the Letter of Credit, (i) moneys which have been paid to the Trustee by the Company and
have been on deposit with the Trustee for at least 123 days during which no F:vent of Bankruptcy
shall have occurred, and the proceeds from the investment of such moneys once such moneys become
Available Moneys, (ii) moneys transferred from the Construction Fund which were either (1)
transferred to the Bond Fund and held in a separate and segregated account or accounts or sub-
account or subaccounts (in which no other moneys were at any time held) in the Bond Fund until
at least 123 days after (x) the completion of the Additional Special Facilities and payment of all
costs and expenses incident thereto and to the issuance of the Bonds and (y) the Company shall
have ceased to have any right to use or to direct the use or application of such moneys except as
provided in Section 5.01(d) hereof to direct the Trustee to apply the same to the redemption or
purchase of Bonds or payment pursuant to Section 10.21 hereof of the portion of the purchase price
of Bonds equal to the principal amount thereof { as the matters referred to in such items (x) and (y )
shall be evidenced by a certificate filed by the Company with the Trustee to that effect), during which
123 days no Event of Bankruptcy shall have occurred or {2) held in separate and segregated account
or accounts or subaccount or subaccounts apart from the Construction Fund and in which no other
moneys were at any time held for at least 123 days during which no Event of Bankruptcy shall have
occurred, and the proceeds from the investment of such moneys once such moneys become Available
Moneys, {iii) moneys drawn under the Letter of Credit which in each case were at all times since
their deposit with the Trustee held in a separate and segregated account or accounts or subaccount
or subaccounts in which no moneys (other than those drawn under the Letter of Credit) were at
any time held and (iv) moneys deposited into the Reserve Account from the proceeds of the Bonds
pursuant to Section 5.01(a) hereof and moneys transferred to the Reserve Account from .the --
Reserve Ineligible Moneys Sub-Account pursuant to Section 4.04(a) hereof and (b) with respect
to any payment date not occurring during the term of the Letter of Credit, any moneys furnished
to the Trustee and the proceeds from the investment thereof.
"Bank" shall mean Security Pacific National Bank, Los Angeles, California, a national banking
association, in its capacity as issuer of the Letter of Credit, its successors in such capacity and their
assigns and, if an Alternate Letter of Credit has been issued in accordance with 'Section 4.05(c)
hereof, "Bank" shall mean the issuer of such Alternate Letter of Credit in its capacity issuing such
Alternate Letter of Credit, its successors in such capacity and their assigns. "Principal Office" of the
Bank shall mean the principal office of the Bank initially issuing the Letter of Credit, which office
at the date of the issuance of the Letter of Credit is located at 333 South Hope Street, Los Angeles,
California 90071.
"Board" shall mean the Dallas-Fort Worth Regional Airport Board.
"Bond" or "Bonds" shall mean the bonds authorized to be issued under this Ordinance.
"Bond Counsel" shall mean the firm of nationally recognized bond counsel designated by the
Board as its bond counsel with respect to Special Facility financings for the Airport.
"Bond Documents" shall mean, collectively, the Agreement, the Contract of Purchase relating to
the Bonds, this Ordinance and ffie Bonds.
"Bond Fund" shall mean the fund created by Section 4.01 hereof.
"Bondholder'' shall mean the person in whose name any Bond is registered. The Company, the
Trustee, the Remarketing Agent, and the Bank may be Bondholders.
"Business Day" shall mean a day of the year on which banks located in the city in which the
Principal Office of the Trustee is located and in the city in which the Principal Office of the Bank
is located are not required or authorized to remain closed and on which The New York Stock
Exchange is not closed.
'Cities" shall mean collectively the municipal corporations and political bodies and svabdivlsions
of the State of Texas known as the City of Dallas, in the County of Dallas, and the City of Fort
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_ _ Worth,. in the. County of-Tarrant, and • such term- shall also lie deemed toinclude and refer to; ~in "ali~~~"
.- Y appropriate respects, any successor political body, authority or subdivision if the Airport shall ever
be transferred thereto as permitted by Section 7.08 hereof.
"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. ,
"Code" shall mean the Internal Revenue Code of 1954, as amended. Each reference to a
section of the Code herein shall be deemed to include the United States Treasury Regulations
-~~•-~~~ proposed or in effect thereunder and applicable to the Bonds or the use of proceeds thereof.
"Company" shall mean American Airlines, Inc., a corporation organized and existing under the
- laws of Delaware, its successors and their assigns.
"Completion Date" shall have the meaning specified in Section 5.01(c) hereof.
"Construction" (and other forms of the word "construct") shall mean, when used with respect
to the Project, the acquisition of the Project, within the meaning of the Act, and shall include, with-
out limitation, the acquisition, construction, reconstruction, equipping, expansion, extension, im-
provement, installation, rehabilitation or remodeling of the Project.
7
"Construction Fund" shall mean the fund created by Section 5.01 hereof.
ti
"Contract and Agreement" means that certain agreement entitled "Contract and Agreement,"
.-. entered into actually on April 23, 1988, but effective as of t1pri1 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.
°Costs of Additional Special Facilities" shall mean the items of costs described and enumerated
in subsection (j) of Section 1.1 of the Agreement as "Costs of Special Facilities."
"Dallas" shall mean the City of Dallas, Texas.
"Determination of Taxability" shall mean a final determination, upon the basis of a ruling of the
Internal Revenue Service of the United States or a determination by a court of competent jurisdic-
tion, that interest on the Bonds is includable for federal income tax purposes in the income of all
~' recipients thereof subject to federal income taxation, provided that such Determination of Taxability
shall be only a result of a breach of the covenants contained in Section 5.8 of the Third Supple-
mental Agreement.
~" "Director of Engineering" shall mean that person who shall from time to time be in charge of
the Board's Engineering Department.
"Dfrector of Finance" shall mean the Director of Finance of the Board.
"Event of Bankruptcy" means a petition by or against the Company under any bankruptcy
net or under any similar act which may be hereafter enacted which shall have been filed (other
than bankruptcy proceedings instituted by the Company against third parties) unless such petition
shall have been dismissed and such dismissal shall be $nal and not subject to appeal:
"Executive Director' shall mean the chief administrative and executive officer of the Board as
described and required. by the Contract and Agreement.
"Event of Default'' shall mean any of the events stated in Section 9.01 hereof.
"Fixed Interest Index" shall mean the interest index computed pursuant to Section 2.10 hereof..
"Fixed Interest Rate" shall mean a fixed non-floating interest rate on the Bonds established in
accordance with the terms hereof.
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"Fort Worth" shall mean the City .of Fort Worth, Texas.
"Government Obligations" shall mean direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of America.
"Ground Rent" shall mean the rent payable to the Board under Section 3.1 of the Agreement.
"Indexing Agent" shall mean the indexing agent appointed in accordance with Section 10.24
hereof. "Principal Office" of the Indexing Agent shall mean the office thereof designated in writing
to the Trustee.
"Interest Index" shall mean, for each Interest Period other than after the interest rate on the
Bonds has been converted to a Fixed Interest Rate, the interest index computed pursuant to Section
2.01(c) hereof.
"Interest Payment Date" shall mean February 1, 1984 and the first Business Day of each
calendar month thereafter, except that in the event of conversion to a Fixed Interest Rate pursuant
to Section 2.10 hereof, the Interest Payment Date shall mean each November 1 and May 1 after
the date the Fixed Interest Rate becomes effective, so long as any Bonds are outstanding.
"Interest Period" shall initially mean the period from and including the Interest Payment Date in
each calendar month to and including the day next preceding the Interest Paymen# Date in the
following calendar month, except that the first Interest Period shall be the period from and including
the date of authentication and delivery of Bonds hereunder to and including January 31, 19$4.
In the event that the frequency of calculation of the .Interest Index is changed pursuant to
-Section 2.01(c) hereof, "Interest Period" shall mean the period from and including the day after
calculation of the Interest Index to and including the day of the next succeeding recalculation of
the Interest Index.
"Investment Securities" shall mean any of the securities from time to time permitted by the
Board's agreement with the Treasurer to be utilized as security for the funds of the Board on deposit
with the Treasurer (except personal bonds), and additionally includes any time deposits or certifi-
cates of deposit of any State bank or national banking association which are themselves secured by
any of the foregoing securities.
"Joint Airport Fund" shall mean 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.
"Letter of Credit" shall mean the irrevocable letter of credit issued by the Bank contemporaneously
with the original issuance of the Bonds, except that upon the issuance and delivery of an Alternate
Letter of Credit in accordance with Section 4.05(c) hereof, "Letter of Credit" shall mean such
Alternate Letter of Credit. The Trustee may conclusively rely upon a certificate of an authorized
representative of the Board or an opinion of Bond Counsel that the Letter of Credit is in conformity
with the requirements of this Ordinance.
"Moody's" shall mean Moody's Investors Service, Inc., a corporation organized and existing under
the Laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be
dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's"
shall be deemed to refer to any other nationally recognized securities rating agency designated by the
.Issuer, with the approval of the Company, by notice to the Trustee and the Company
"Net Rent" shall mean the rent payable to the Board under Section 3.2 of the Third Supple-
mental Agreement.
"1988 Concurrent Bond Ordinance" shall mean the ordinance described and referred to by that
name in the preambles of this Ordinance.
e
~..~. , _ "Notice by_Mail"__ or_"notice'.'. of any action. or_ condition_"b}-.._Mail" shall._me~m a. written__notice..~.._: ~ _ ..,
meeting the requirements of this Ordinance mailed by certified or registered mail to the Bond-
holders, at the addresses shown in the registration books maintained pursuant to Section 2.08 hereof.
"Ordinance" shall mean this Bond Ordinance of the Cities.
"Outstanding," when used in reference to the Bonds, shall mean, as at any particular date, the
aggregate of all Bonds authenticated and delivered under this Ordinance except;
(a) those canceIled at or prior to such date or delivered to or acquired by the Trustee at
,zw , ;, or prior to such date for cancellation;
(b) those deemed to be paid in accordance with Article VIII of this Ordinance; and
(c) those in lieu of or in exchange or substitution for which other Bonds shall have been
' authenticated and delivered pursuant to this EOrdinance.
"Paying Agent" shall mean the Trustee or any other or successor paying agent appointed in
accordance with Section 10.18 hereof. So long as the Trustee is the Paying Agent, "Principal Office"
of the Paying Agent shall mean the principal corporate trust office of the Trustee. If the Trustee
is not the Paying Agent, then "Principal Office" shall mean the address given by the Paying Agent
in writing to the Board and the Company
"Pledged Estate" shall mean at any particular time Net Rent, the Letter of (,redit, the Bond
Fund, and all moneys, securities, obligations, products, proceeds, interests and income which at __
such time are deposited or are required to be deposited with, or are held or are required to
be held by or on behalf of, the Trustee in trust under any of the provisions of this. Ordinance and
all other rights, titles and interests which at such time are subject to the pledge of this Ordinance,
except far moneys or obligations deposited with or paid to the Trustee for the redemption or pay-
ment of Bonds which are deemed to have been paid in accordance with Article VIII hereof and
funds held pursuant to Section 4.07 hereof.
"Prior Bond" shall mean the $8,000,000 Dallas-Fort Worth Regional Airport Aimerican Special
Facilities Revenue Bonds, Series .1983A.
"Record Date" shall mean, with respect to any Interest Payment Date, the close bf business on
the last Business Day of the calendar month preceding the calendar month in which such Interest
~' ~ Payment Date shall fall, provided that in the event of conversion to a Fixed Interest Rate "Record
Date" shall mean the close of business on the fifteenth day of the calendar month next preceding any
' Interest Payment Date, whether or not a Business Day.
~..
~~ "Registrar" shall mean the Trustee or any successor registrar appointed in accordance with
Section 10.26 hereof. As long as the Trustee is the Registrar, "Principal Office" of the Registrar shall
mean the principal corporate trust office of the Trustee, and if the Trustee is not the Registrar, shall
mean the principal corporate trust office of the Registrar
"Reimbursement Agreement" shall mean the reimbursement agreement between the Company
and the Bank pursuant.. to which the Letter of Credit is issued by the Bank and delivered to the
Trustee, and any and all modi$cattons. alterations, amendments and supplements thereto.
"Remarketing Agent" shaIl mean the Remarketing Agent designated by the Company with
respect to the Bonds, and initially shall mean the remarketing agent appointed in accordance with
Section 10.E hereof. ,
"Reserve Account'' shall mean the Reserve Account established within the Bond Frand pursuant
to Section 4.10 of this Ordinance.
"SdcP" shall mean Standard & Poor's Corporation, a Corporatioa organized and eacisting under
the laws of the State of New York, its successors and their assigns, and, if such corporation shall- be.
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dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P"
shall be deemed to refer to any other nationally recognized securities rating agency designated by
the Issuer, with the approval of the Company, by notice to the Trustee and the Company
"State" shall mean the State of Texas.
"Supplemental Agreement" shall mean any agreement between the Board and the Company
amending or supplementing the Agreement, in accordance with the terms thereof.
"Supplemental Ordinance" shall mean any ordinance of the Cities modifying, altering, amending,
supplementing or confirming this Ordinance for any purpose, in accordance with the terms hereof.
"Third Supplemental Agreement" shall mean the American Airlines Third Supplemental Special
Facilities Agreement dated as of December 1, 1983, by and between the Board and the Company.
`°Treasurer" shall mean the duly designated Treasurer for the Board and the Joint Airport Fund
as provided in the Contract and Agreement.
"Trustee" shall mean The Bank of New York, New York, New York, a corporation organized
and existing under the laws of the State of New York, as trustee under this Ordinance, its successors
in trust and their assigns. "Principal Office" of the Trustee shall mean the principal corporate trust
office of the Trustee, which office at the date of this Ordinance is set forth in Section 13.07 hereof.
Section 1.05. Constnection and Effect of Covenants. This Ordinance, except where the context
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 1988 Concurrent Bond
Ordinance.
(e) All covenants contained herein which require the performance by the Cities of an
affirmative, common or joint act with respect to the Airport, the American Airlines 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 under-
take 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 obligatuons shall be
payable and collectible solely from the Pledged Estate, such Pledged Estate being owned in
undivided interests by Dallas (to the extent of 7/lithe thereof) and by Fort Worth (to the
extent of 4/llths thereof), and each and every Bondholder shall by 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 Pledged
Estate 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/lithe 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 7.08 hereof, the governing board of such political body, when operating
8
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 o= 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 ponstrued 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 there-
with under the 1968 Concurrent Bond Ordinance through the issuance of special facility bonds
therefor payable from lease agreements with any parties, including the Company, and expressly
including the right to acquire, construct, fabricate and install (original or rf~placement) other
Special Facilities or facilities of a type similar thereto by any method and ire any locations at
the Airport, or any part thereof, through the execution of other agreements with other parties,
or the Company
Section 2.01. Creatfon of Bonds.
ARTICLE II
The Bonds
(a) For the purpose of providing moneys to refund the Prior Bond and to pay the Cost of
the Additional Special Facilities, it is hereby declared necessary that the Citiex authorize and
issue, and the Cities -hereby authorize and direct the issuance of, an issue of Bonds, entitled
to the benefit, protection and security of this Ordinance, in the aggregate principal amount of
$58,000,000, payable solely as to principal and interest out of the Pledged Estate. The Bonds shall
be designated by the title "Dallas-Fort Worth Regional Airport American Airlines Special Facilities
Revenue Bonds, Series 1983." The Bonds shall be dated as of the date of their authentication and
delivery by the Trustee hereunder, except as otherwise provided in this Section 2.01, and shall
mature, subject to prior redemption upon the terms and conditions hereinafter set forth, on
November 1, 2009.
(b) The Bonds shall beaz interest from and including the date thereof until payment of the.
principal or redemption price thereof shall have been made or provided for in accordance with the
provisions hereof, whether at maturity, upon redemption or otherwise. Interest on the Bonds shall
be paid on each Interest Payment Date and shall be computed on the basis of a year of 385 or 366
days, as appropriate, for the actual number of days elapsed (except that in the event of a conversion
to a Fixed Interest Rate, interest will be computed on the basis of a 380-day year of twelve 30-day
months)
For the first Interest Period, the Bonds shall bear interest at a rate equal to five and one-half per-
cent (53/a%) per annum. Thereafter, far each Interest Period, unless the interest rate on the Bonds
shall have been established at the Fixed Interest Rate pursuant to Section 2.10 hereof, in which
case the interest rate on the Bonds shall be the Fixed Interest Rate, the interest rate on the Bonds shall
be a percentage per annum equal to the Interest Index for such Interest Period. Anything herein to
the contrary notwithstanding, in no event shall the interest rate borne by the Bonds ever exceed
fifteen percentum (15%) per annum as calculated pursuant to Article 717k-2, Vernon's Texas Civil
Statutes, as amended.
(c) The Interest Index shall apply for the second Interest Period and each l'nterest Period
thereafter until conversion to the Fixed Interest Rate, and initially shall be computed by the Indexing
Agent, on or before the last Business Day next preceding each Interest Payment Date. The Interest
Index shall be based upon thirty (30) day yield bid at par evaluations of nat less than ten (10) issues
of securities the interest on which is exempt from federal income taxation (the "Component Issues")
selected by the Indexing Agent and registered in a register (the "Component Issue Register") main-
tained by the Indexing Agent which may include, without limitatton, any one or more of the following
9
types of securities issues of commercial paper, project notes, bond and revenue anticipation notes,
variable rate demand notes, and `tax anticipation notes. For the purposes of establishing the Interest
Index, the Indexing Agent (i) shall arrive at the bid price at par evaluations for each of the Component
Issues in the Component Issue Register; (ii) shall sum such evaluations as above determined; and (iii )
shall divide such sum by the number of Component Issues comprising the Component Issue Register
Component Issues shall initially be those issues listed on Exhibit B. Thereafter, Component Issues
may be deleted or added to the Component Issue Register by the Indexing Agent, in order to keep the
Interest Index as representative as possible of the current market interest rate for secsurities comparable
in security, liquidity, and creditworthiness to the Bonds, whenever necessitated by changes in market
or by issuance procedures, by selecting alternative or additional Component Issues which meet the
requirements set forth in the immediately preceding paragraph. Prior to each deletion or addition to
the Component Issues Register the Indexing Agent shall give telephone, telex or telegraphic notice to
the Director of Finance of the Airport of such deletion or addition and shall have received telephonic,
telex or telegraphic notice of his approval of such addition or deletion to the Component Issues
Register Any telephonic notice or approval shall be promptly confirmed in writing. The Indexing
Agent shall advise the Board, the Trustee and the Company in writing of a substitution or deletion of
any Component Issue, provided, however, so long as the Bonds are rated by either Moody's or
Standard & Poor's Corporation, a New York corporation, its successors or assigns ("S & P"), each of the
Component Issues must either (A) be rated by either Moody's or S Fe P in the short-term rating
category which is the same as the short-term rating category in which the Bonds are rated by such
rating agency or (b) be rated by either Moody's or S & P, in a long-term debt rating category which
is the same as or next higher than or lower than the long-term debt rating category in which the Bonds
are rated by such rating categories.
The frequency with which the Interest Index may be computed may be changed from time
to time by the Indexing Agent provided that the Indexing Agent shall be so directed by a resolu-
tion of the Board and shall have received an opinion of Bond Counsel stating that such change in
the frequency of computation is authorized and permitted by this Ordinance and that such change
will not adversely affect the exemption of the interest on the Bonds from federal income taxation.
Such change in the frequency of computation of the Interest Index shall not be effective until the first
Interest Payment Date not .less than .forty-five (45) days from the date the Board gives such direction
and supplies such opinion of Bond Counsel to the Trustee and the Trustee shall include a notice
of such change in frequency of computation with the next interest payment.
In the event that on the last Business Day next preceding any Interest Period the Indexing Agent
no longer computes, or fails to compute, the Interest Index, the Interest Index during such Interest
Period shall be 50% of the prime commercial lending rate of the Trustee as publicly announced to be
in effect on such Business Day In the event that the Indexing Agent has not notified the Trustee of the
Interest Index by the opening of business on the first Business Day of the Interest Period, the Trustee
may conclusively deem the Interest Index to be as aforesaid.
Immediately after determination of the Interest Index, but not later than the close of business on
the day of computation of the Interest Index, the Indexing Agent shall give telegraphic; or telex or
telephonic notice, promptly confirmed by written notice, of the Interest Index as so determined to the
Board, the Trustee, the Company, the Remarketing Agent, and the Bank, and shall make the Interest
Index available to any Bondholder The computation of the Interest Index by the Indexing Agent
shall be conclusive and binding upon the Cities, the Board, the Company, the Bank, the 'Trustee, the
Remarketing Agent and the Bondholders.
(d) The Bonds and the certificate of authentication to be executed on the Bonds by the Trustee
are to be in substantially the forms thereof set forth in Exhibit A hereto, respectively, with necessary
or appropriate variations, omissions and insertions as permitted or required by this Ordinance.
(e) The Bonds shall be subject to redemption prior to maturity as follows:
(i) The Bonds shall be subject to xedemption as provided in Section 2.I0 hereof.
10
(ii) The Bonds .shall be subject to mandatory redemption by the Board, at the.. principal._~,
~- -- ~ amount thereof,` on the Interest Payment Date next preceding the date of the expiration of the
term of the Letter of Gredit; provided that there shall not be so redeemed (A) Bonds or $100,000
units of principal amount thereof, with respect to which the Trustee shall have received directions
not to so: redeem the same from the Bondholders thereof in accordance wish Section 2.01(g)
hereof and (B) Bonds issued in exchange for or upon the transfer of Bonds anti $100,000 units of
principal amount refereed to in.clause (A) above.
(iii) The Bonds shall be subject to redemption on any Interest Payment Date by the Board,
at the direction of the Company, as a whole or in part from time to time, at the principal amount
.._ ., thereof; provided, however, that following conversion tv a Fixed Interest Rate, tl5e Bonds shall be
subject to redemption at the times, in the manner and upon payment of the amounts set forth in
Section 2.10 hereof:
(iv) The Bonds shall be subject to mandatory redemption by the Board, at the principal
amount thereof, on the effective date of the establishment of the Fixed Interest Rate pursuant to
Section 2.10 hereof;. provided that there shall not be so redeemed (A) Bonds on $100,000 incre-
menu of the total principal amount thereof, with respect to which the Trustee. shall have
received directions not to so redeem. the same from the Bondholders in accordance with Section
2.10 hereof, (B)' Bonds issued in exchange for or upon the transfer of Bonds and $100,000
increments of the total principal amount referred to in clause (A) above; and. { C) Bonds- pur-
chased by the Company pursuant to Section 2.01(i) hereof.
(v) The Bands shall be subject to mandatory redemption by the Board,.. which shall give notice
to the Trustee to effect such. redemption within one hundred eighty (180.) days after a; Determination
of Taxability at a price equal to the principal amount thereof outstanding, at the- time of a Determina-
tion of Taxability plus accrued interest to the redemption date:
(vi} The Bonds shall. be subject to mandatory sinking.fund redemption by the Board at the
principal amount thereof on November 1 in each of the following years and in the following
amounts:
Year. Amount Year Amount
1994 $1,300,000 2002 $2,900,000
1995 1,500,000 2003 3,100,000
1998 ].,800,000_ 2004 3,500,000
1997 1,800,000: 2005 3,800,000
1998 2,000,000 2008 4,200,000
1999 2,200,000 200'7 4,600,000
2000 2,400,000 2008 5,000,000
2001 2,800,000` ,
The ,Board either before or after {but prior to October 1) the selection of Bonds to be redeemed
in each of the years above. by reason of the mandatory sinking fund redemption,. may purchase the
Bonds from Available. Moneys. at s price which is not more than the principal amount. thereof plus ,.
accrued interest, and the principal amount of Bonds. thus redeemed shall- reduce the principal amount*
• of the Bonds requited to be redeemed in that year;
In the event of the optional redemption of Bonds, the principal amount of Bonds required to be
mandatorily redeemed each year and to be paid'. at stated maturity shall' be proportionately reduced
s in whole denominations.
' (f) Any Bond shall be purchased, on the demand of the Bondholder thereof, by payment in
Federal Funds to the Bondholder at 1:00 p.m.; on any Business. Day at a' purchase price equal to the
principal amount. thereof plus... accrued interest;, if any, to the date of purchase, upon: (1~} delivery.
to the, Trustee at its Principal Office and the Remarketing: Agent at: or prior to 11:00 a.m., New York°
City time; oti such Business Day of an irrevocable telephone,. tel~i or telegraphic notice which (I)
11
states the principal amount of such Bond and (II) states that such Bond shall be purchased on such
Business Day pursuant to this Section 2.01(f} upon proper fender of such Bond by not later than
1:00 P.M. New York City time on such date; and (B) the delivery of such Bond (writh an appropriate
instrument of transfer in form satisfactory to the Trustee, executed in blank by the holder thereof
and with the signature of such holder guaranteed by a bank, trust company or member firm of The
New York Stock Exchange, Inc.) at the Principal Office of the Trustee at or prior to 1.00 p.m.,
New York City time, on such Business Day; provided, however, that such Bond shall be so purchased
pursuant to this Section 2.01(f) only if the Bond so delivered to the Trustee shall conform in all
respects to the description thereof in the aforesaid notice.
(g) Bondholders as of the first day of the Interest Period next preceding the date faced for the
redemption of Bonds pursuant to clause (ii) of Section 2.01(e) hereof may direct the Board not to so
redeem Bonds or $100,000 units of principal amount thereof, owned or held by such Bondholders, by
delivering to the Trustee at its Principal Office on or prior to the third Business Day preceding
the date fixed for such redemption an instrument or instruments which (i) states that such person
was the Bondholder as of the first day of the Interest Period next preceding the date fixed for such
redemption, specifying the numbers and denominations of Bonds so owned or held, (ii) states that
such Bondholder has knowledge that the term of the Letter of Credit will expire in the next succeeding
Interest Period, (iii) states that such Bondholder has knowledge that the expiration of the term of the
Letter of Credit may result in a reduction of Moody's or S&P ratings of the ,Bonds from those which
then prevail and (iv) directs the Board not to redeem the Bonds so owned by such Bondholder or the
$100,000 units of principal amount thereof specified therein. Any instrument delivered to the Trustee
in accordance with this Section 2.01{g) shall be irrevocable with respect to the redemption
for which such instrument was delivered and shall be binding upon subsequent Bondholders and
$100,000 units of principal amount with respect to which such instrument was delivered, including
Bonds issued in exchange therefor or upon the registration of transfer thereof; but such instrument
shall have no effect upon any subsequent redemption of Bonds,
(h } The Bonds shall be issuable only as fully registered Bonds (registered both as to principal
and interest and not registered to "Bearer") in the denomination of $100,000 or integral multiples
thereof, except as otherwise provided in Section 2.10 hereof. Bonds shall be numbered from 1 con-
secutively upwards, provided that the number of any Bond shall be prefixed by the letter "R."
Principal of Bonds shall be payable to the Bondholders upon presentation and surrender of such
Bonds as they respectively become due at the Principal Office of the Trustee. Interest on Bonds
shall be paid by check drawn upon the Trustee and mailed to the Bondholders on the Interest Pay-
ment Date at the registered addresses of such Bondholders as they shall appear as of the close of
business on the Record Date on the registration books maintained pursuant to Section 2.08 hereof
notwithstanding the cancellation of any of such Bonds upon any exchange or transfer thereof sub-
sequent to the Record Date and prior to such Interest Payment Date, except that, if and to the
extent that there shall be a default in the payment of the interest due on such Interest Payment Date,
such defaulted interest shall be paid to the Bondholders in whose name any such Bonds (or any
Bond or Bonds issued upon transfer or exchange thereof) are registered at the close of business on
the fifth Business Day next preceding the date of gayment of such defaulted interest. Payment as
aforesaid shall be made in such coin or currency of the United States of America as, at the respective
times of payment, shall be legal tender for the payment of public and private debts.
Bonds issued subsequent to the first Interest Payment Date thereon shall be dated as of
the Interest Payment Date next preceding the date of authentication thereof, unless such date of
authentication shall be an Interest Payment Date to which interest on the Bonds has been paid in
full or duly provided for, in which case they shall be dated as of such date of authentication; provided,
however, that if, as shown by the records of the Trustee, interest on the Bonds shall be in default,
Bonds issued in exchange for Bonds surrendered far transfer or exchange shall be dated as of the
date to which interest has been paid in full on the Bonds or, if no interest has been pRid on the
Bonds, the date of the first authentication and delivery of Bonds hereunder Bonds issued .prior to
the first Interest Payment Date shall be dated as of the date of authentication and delivery of Bonds
hereunder.
1S
(i) Bonds called for and subject to redemption pursuant to Section 2.01(e) hereof may be
purchased by the Company on the Interest Payment Date upon which such Bonds were to have
been redeemed at a purchase price equal to the principal amount thereof, i£ the Company shall
deliver to the Trustee and the Bank at least five Business Days prior to such Interest Payment Date
a written notice specifying the principal amount of Bonds to be so purchased
If the Company delivers the notice described in the next preceding paragraph, the Trustee shall
pay the price of Bonds so purchased by the Company by (1) drawing upon Available Moneys de-
posited by the Company to pay such purchase price if the Letter of Credit is not then. in effect, or (2)
use of proceeds of a drawing upon the Letter of Credit if it is then in effect. As and. when Bonds so
purchased by the Company are received by the Trustee, the Trustee shall pay the purchase price for
such Bonds as aforesaid and shall register such Bonds in the name of the Company and shall deli-
ver such Bonds to the Company {or if the Bonds were purchased with moneys provided under the
Letter of Credit, to the Bank) within five Business Days thereafter The Trustee shall maintain a rec-
ord of the numbers of the Bonds so purchased by the Company
Bonds to be purchased by the Company which are not delivered to the Trustee upon the
Interest Payment Date upon which such Bonds were to have been redeemed will be deemed to
have been purchased by the Company, and the Company shall be the Bondholder of such Bonds for
all purposes under this Ordinance, whereupon interest accruing after such Interest Payment Date on
such Bonds shall no longer be payable to the former Bondholder thereof. Interest payable on such
Interest Payment Date shall be paid in the same manner as if such Bonds were not purchased by the
Company
It shall be the duty of the Trustee to hold the moneys deposited or drawn under the Letter
of Credit for the purchase on such Interest Payment Date of any undelivered Bonci, without lia-
bility for interest thereon in a separate and segregated account, for the benefit of the former Bond-
holder due on such Interest Payment Date, who shall thereafter be restricted exclusively to such
moneys, for any claim of whatever nature on his part under this Ordinance or on, or with respect
to, such Bond, as provided in Section 4.07 hereof.
(j) After the interest rate on the Bonds has been converted to a Fixed Interest Rate, there shall
be established a 1983 American Net Rent Clearance Fund into which the Company shall pay Net
Rent and from which the Board shall transfer to the Bond Fund the following amounts on the
dates and in the amounts indicated
(i) The Board shall make transfers to the Bond Fund, after accounting for any moneys
already on deposit therein and available for the purposes, as aforesaid, as follows, to-wit:
(aa) Beginning on the date of such conversion to a Fixed Interest Rate the Board shall
deposit an amount necessary to provide a fraction of the amount of interest to become due
on the Bonds on the next succeeding Interest Payment Date, the numerator of which is one
and the denominator of which is the number of months from such conversion to such
succeeding Interes# Payment Date, and on the 1st day of each month thereafter, the Board
shall deposit an amount necessary to provide 1/6th of the amount of interest to become due
on the Bonds on the next succeeding Interest Payment Date, and on each succeeding Interest
Payment Date thereafter.
(bb) Beginning on October 1, 1993, 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
1993-1994 $1,300,000
1x94-1ss5 1,s0o,oo0
1995-1998 1,600,000
1998-1997 1,800,000
1997-1998 2,000,E
1998-1999 2,200,000
1999-2000 2,400,400
13
Period Amount4
2000-2001 $ 2,800,000
2001-2002 2,900,0()0
2002-2003 3,100,000
2403-2004 3,500,000
2(104-2005 3,800,000
2005-2006 4,200,000
2008-2007 4,600,000
2007-2008 5,000,000
2008-2009 13,500,000
Any amounts on deposit in the Reserve Account on November 1, 2008, may be applied in
reduction of the deposits required by this paragraph during the succeeding twelve month
period. Additionally, if the Cities shall have redeemed any Bonds pursuant to their ogtion
of redemption contained in this Ordinance, then the amounts required to be deposited
in each respective year into the Bond Fund under this paragraph (ii) shall be reduced
to the amount necessary in each year to provide funds with which to redeem mandatorily
the remaining, unredeemed Bonds or to pay the unredeemed Bonds at maturity, in accor-
dance with the provisions of this Section 2.01(j)
(ii) During any period during which Bonds are outstanding and so long as the Reserve
Account contains the amount required to be on deposit therein, no further payments shall be
required to be made thereto. If, at the close of business on September 30th of any year, the
Reserve Account shall be deficient and shall contain less than the maximum amount then
required to be on deposit therein, as established by this Ordinance, then any surplus amounts
in the Bond Fund constituting Available Moneys shall be deposited to the credit of said Reserve
Account to the extent necessary to restore the deficiency After such deposit, if a deficiency
remains, then an amount equal to such remaining deficiency shall be deposited in twelve (12)
equal monthly installments during the next succeeding twelve (12) month period in the
Reserve Ineligible Moneys Subaccount.
Section 2.02. Execution o f Bonds. Each of the Bonds shall be signed and executed on behalf
of Dallas by the facsimile signature of its Mayor and countersigned by the facsvnile 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 Bonds shall be signed and exec~rted 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 by the City Attorney of the City, as
reflected by his facsimile signature, and its corporate seal shall be impressed, printed or lithographed
upon each Bond. The Bonds bearing the manual or facsimile signatures of individuals who were at
the time the proper officers of the Cities shall bind the Cities, notwithstanding that such individuals
shall cease to hold such offices prior to the certification or registration and delivery of such Bonds or
shall not have held such offices at the date of such Bonds, all as provided in the Bond Procedures Act
of 1981, as amended, codified as Article 717k-6, V T.C.S.
In case any officer of the Cities whose signature or a facsimile of whose signature shall appear
on the Bonds shall cease to be such officer before the authentication by the Trustee and delivery of
such Bonds, such signature or such facsimile shall nevertheless. be valid and sufficient for all pur-
poses, the same as if he had remained in office until delivery; and any Bond may be signed on behalf
of the Cities by such persons as, at the time of execution of such Bond, shall be the proper officers of
the Cities, even though at the date of such Bond or of the adoption of this Ordinance any such person
was not such officer
Section 2.03. Delivery aced Regishatian. Initially one Bond (the "Initial Bond") representing the
entire principal amount of all Bonds shall be issued in the name of the initial purchaser of the Bonds
or its designee and shall be executed and submitted to the Attorney General of Texas for approval, and
thereupon certified by the Comptroller of Public Accounts of the State of Texas, or by a deputy
14
designated in writing to act for the Comptroller, by manual signature of the Comptroller or a deputy
acting on behalf of the Comptroller The Initial Bond may thereafter be exchanged for registered
Bonds in accordance with the provisions of this Ordinance.
No Bond, other than the Initial Bond, shall be entitled to any right or benefit under this
Ordinance, or be valid or obligatory for any purpose, unless there appears on such I3ond a certificate
of authentication substantially in the form provided herein, executed by the Trustee by manual
signature, and such certificate upon any such Bond shall be conclusive evidence, and t]ze only evidence,
that such Bond has been duly authenticated, registered and delivered. ~
The Board is hereby authorized to have control and custody of the Bond amd all necessary
records and proceedings pertaining thereto pending their delivery, and the Executive Director, officers
and employees of the Board and of the Cities are hereby authorized and instructed to make such certi-
fications and to execute such instruments as may be necessary to accomplish the delivery of the ~i~-a}t0~
Bond~and to assure the investigation, examination, and approval thereof by the Attorney Gener
of the tate of Texas and their registration by the State Comptroller of Public Accounts.
Section 2.44. Bonds Not General Obligations. Neither the State, the Cities nor any political
corporation, subdivision or agency of the State shall be obligated to pay any of the Bonds or the
interest thereon and neither the faith and credit nor the taxing power of the State, the Cities or any
other political corporation, subdivision or agency thereof, nor any other assets of the Cities, except
the Pledged Estate, is pledged to the payment of the principal of or the interest on any of the Bonds.
Section 2.05. Lost, Destroyed or Improperly Cancelled Bonds. If any Bond, whether in temporary
or definitive form, is lost (whether by reason of theft or otherwise ), destroyed (whether by mutilation,
damage, in whole or in part, or otherwise) or improperly cancelled, the Trustee may authenticate
a new Bond of like date and denomination and bearing a number not contemporaneously outstanding;
provided that (a) in the case of any mutilated Bond, such mutilated Bond shall first tie surrendered
to the Trustee and (b) in the case of any lost Bond or Bond destroyed in whole, there shall be
first furnished to the Board, the Trustee and the Company evidence of such loss or destruction,
together with indemnity, satisfactory to them. In the event any lost, destroyed or improperly cancelled
Bond shall have matured or is about to mature, or has been called for redemption, instead of issuing
a duplicate Bond the Board shall pay the same without surrender thereof if there shall be first
furnished to the Board; the Trustee and the Company evidence of such loss, destruction or can-
cellation, toggether with indemnity, satisfactory to them. Upon the issuance of any substitute Bond,
the Trustee may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto, The Trustee may charge the Bondholder with the
Trustee's reasonable fees and expenses in connection with any transaction described in this Section 2.45.
Every substitute Bond issued pursuant to the provisions of this Section 2.05 by virtue of the fact
that any Bond is lost, destroyed or improperly cancelled shall constitute an additional contractual
obligation of the Cities, whether or not the lost, destroyed or improperly cancelled Bond shall be
at any time enforceable, and shall be entitled to all the benefits of this Ordinance equally and propor-
tionately with any and all other Bonds duly issued hereunder All Bonds shall be owned upon the
express condition that, to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of lost, destroyed or improperly cancelled Bonds, notwith-
standing any law or statute now existing or hereafter enacted.
Section 2.08. Transfer, Registrarfon and Exchange o f Bonds. The Trustee shall maintain and
keep, at its Principal Office, books for the registration and transfer of Bonds, which at all. reasonable
times shall be open for inspection by the Board and the Company; and, upon presentation for such
purpose of any Bond entitled to registration or transfer at the Principal Office of the Trustee, the
Trustee shall register the transfer of such Bond in such books, under such reasonable reg,~ulations as
the Trustee may prescribe. The Trustee shall make all necessary provisions to permit the exchange
or registration of transfer of Bonds at its Principal Office.
15
The transfer of any Band shall be registered upon the books of the Trustee at the written request
of the Bondholder or his attorney duly authorized in writing; upon surrender thereof at the Principal
Office of the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly
executed by the Bondholder or his duly authorized attorney
The Board, the Company, the Trustee, the Paying Agent, and the Remarketing Agent may deem
and treat the Bondholder as the absolute owner of such Bond, whether such Bond shall be overdue
or not, for the purpose of receiving payment of, or on account of, the principal of and interest on, or
the purchase price of, such Bond and for all other purposes, and neither the Boazd, the Company,
the Trustee, the Paying Agent, nor the Remarketing Agent shall be affected by any notice to the
contrary All such payments so made to any such Bondholder or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.
Bonds, upon surrender thereof at the Principal Office of the Trustee may, at the option of the
Bondholder, be exchanged for an equal aggregate principal amount of Bonds of any authorized
denomination.
In all cases in which the privilege of exchanging Bonds or registering the transfer of Bonds is
exercised, the Cities shall execute and the Trustee shall authenticate and deliver Bonds in accordance
with the provisions of this Ordinance. For every such exchange or registration of transfer of Bonds,
whether temporary or definitive, the Trustee may make a charge sufficient to reimburse it for any
tax or other governmental charge required to be paid with respect to such exchange or registration of
transfer, which sum or sums shall be paid by the person requesting such exchange or registration
of transfer as a condition precedent to the exercise of the privilege of making such exchange or
registration of transfer Except in connection with the purchase of Bonds pursuant to Section 2.01(f)
or Section 2.41(i) hereof and the delivery thereof, the Trustee shall not be obligated to make any
such exchange or registration of transfer of Bonds during the ten (10) days next preceding the date
of the mailing of notice of any proposed redemption of Bonds, nor shall the Trustee be required to
make any exchange or registration of transfer of any Bonds called for redemption.
Section 2.(?7 Other Obligattions. The Cities expressly reserve the right to issue, to the extent per-
mitted by law, obligations under another ordinance or ordinances to provide additional funds to pay
the Cost of the Additional Special Facilities or to refund all or any principal amount of the
Bonds, or any combination thereof; provided, however, that the proceeds of any such obligations
used to refund all or any principal amount of the Bonds shall be paid directly to the Trustee
and shall not come into the possession or control of the Company Such obligations will not be
entitled to the benefits of the Letter of Credit.
Section 2.08. Temporary Bonds. Pending the preparation of definitive Bonds, the Cities may
execute and the Trustee shall authenticate and deliver temporary Bonds. Temporary Bonds may be
issuable as Bonds, of any authorized denomination, and substantially in the form of the definitive
Bonds but with such omissions, insertions and variations as may be appropriate for temporary Bonds,
all as may be approved by the Board, as evidenced by the execution and delivery thereof Temporary
Bonds may contain such reference to any provisions of this Ordinance as may be appropriate. Every
temporary Bond shall be executed by the Cities and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the definitive Bonds. As
promptly as practicable the Cities shall execute and shall furnish definitive Bonds and thereupon
temporary Bonds may be surrendered in exchange therefor without charge at the Principal Office
of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bonds
a like aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged
the temporary Bonds shall be entitled to the same benefits under this Ordinance as definitive Bonds.
Section 2.09. Cancellat~ton o f Bonds. All Bonds which shall have been surrendered to the Trustee
for payment or redemption, and all Bonds which shall have been surrendered to the Trustee for
exchange or registration of transfer, shall be cancelled by the Trustee. The Trustee shall furnish to
the Board and the Company counterparts of certificates evidencing such cancellation and specifying
18
such Bonds by number This Section 2.09 shall not apply to Bonds as to which the Company has
exercised its rights of purchase under Section 2.01(1) hereof, or to Bonds submitted for repurchase
pursuant to Section 2.01(f) hereof.
Section 2.10. Conversion to a Fixed Interest Rate, The interest rate borne by the Bonds shall be
established at a Fixed Interest Rate and the Bonds shall thereafter bear interest at such Fixed
Interest Rate until maturity upon the first occurrence of either of the foIlowing events
{a) on the fourth Business Day prior to the Interest Payment Date in each October and
April unless conversion to the Fixed Interest Rate has already occurred the Indexing Agent
shall compute and make available to the Trustee, the Board, the Company and'. the Remarketing
Agent, the Fixed Interest Index (as hereinafter defined) If the Fixed Interest Index is at or
below six percent (6%} per annum on such computation date, the interest rate on the Bonds
will be established at the Fixed Interest Rate as so computed on such date of computation
an the First Interest Payment Date occurring at least thirty days after the Board, the Company
and the Trustee shall have received (i) an opinion of Bond Counsel stating that such conversion
to a Fixed Interest Rate is authorized or permitted by this Ordinance and the Act and that
conversion to the Fixed Interest Rate in accordance with the provisions of this Ordinance will
not adversely affect the exemption of the interest on the Bonds from federal income taxation and
(ii) an unconditional guaranty {satisfactory in form to the Board as evidenced by a certificate
of an authorized Board representative delivered to the Trustee) by AMR Corporation, or its
successors or assigns, of principal, premium, if any, and interest on the Bonds, at a rate equal to
the Fixed Interest Index computed on such date.
(b) Upon receipt by the Trustee and the Indexing Agent of a direction from the Board sped-
fying the date the Fviced Interest Rate shall be established (which shall not be less than ten (10)
Business Days prior to the effective date thereof) and the effective date thereof (which shall be
an Interest Payment Date not less than forty-flue (45) days from the date the Company gives
such direction ), the Indexing Agent shall compute and make available to the Trustee, the Board,
the Remarketing Agent and the Bank, the Fixed Interest Index. Such direction shall be accom-
panied by (i) an opinion of Bond Counsel addressed to the Board, the Trustee and the Company
stating that such conversion to the Fixed Interest Rate is authorized or permitted by this Ordi-
nance and the Act, and that conversion to the Fixed Interest Rate in accordance with the pro-
visions of this Ordinance will not adversely affect the exemption of the interest on the Bonds
from federal income taxation and (ii) an unconditional guaranty by AMR Corporation, or its
successors or assigns, of principal, premium, if any, and interest on the Bonds satisfactory in
form to the Board as evidenced by a certificate of an authorized Board representative delivered
to the Trustee. Upon and after the date stated in such direction of the Board as the effective date
of such Fixed Interest Rate, the Bonds shall bear interest at the Fixed Interest hate equal to
the Fixed Interest Index computed on the date of determination thereof speci$ed in such
direction.
The Fixed Interest Index shall be calculated by the Indexing Agent and based upon yield evalua-
tions {on the basis of full coupon securities trading at par with a term agproximately equal to the
time remaining until the maturity of the Bonds) of not less than twenty (20) component issues
selected by the Indexing Agent, which issues (i) qualify under Section 103(a) of the Code (includ-
ing industrial development bonds) so that the interest thereon is exempt from federal income taxa-
tion, and (ii) have a rating by Moody's or S&P in the same category as the general unsecured long-term
credit rating of AMR Corporation or its successors, or if the Bonds are then unrated as securities of
comparable creditworthiness to the Company or AMR Corporation, or any successors of either
of them. The specific issues included in the component issuers may be changed from tune to time
by the Indexing Agent in its discretion. In the event the Bonds are rated by neither S&P nor
Moody's or in the event that the senior unsecured debt of the Company is rated by neither
Mood}+'s nor S&P, or in the event that the Indexing Agent no longer computes, or fails to compute,
the Fixed Interest Index and no other qualified municipal securities evaluation service can be
appointed by the Board, the Fixed Interest Index shall be determined by the Trustee and shall be
95% of the yield, evaluated at par on the basis of a term approximately equal to the time remaining
17
until the maturity of the Bonds, of United States Treasury bonds, and such determination by the
Trustee shall be conclusive and binding upon all Bondholders.
Upon conversion to a Fixed Interest Rate under this Section 2.10, the Bonds shall be subject
to redemption by the Board pursuant to Section 2.01(e) (iv) hereof or purchase by the Company
pursuant to Section 2.01(1) hereof on the effective date of the Fixed Interest Rate at a price equal
to the principal amount thereof. Upon receipt from. the Indexing Agent of the notice referred to in
paragraph (a) and satisfaction of the other requirements of paragraph (a) or upon receipt of the notice
from the Board in paragraph (b) above, the Trustee shall give notice by Mail to the Bondholders
not less than 20 days prior to the effective date of the Fixed Interest Rate, and shall give notice by
Mail to the Bank, Moody's and S&P Such notice shall state (i) that the interest rate on the Bonds
shall be converted to a Fixed Interest Rate; (ii) the effective date of the Fixed Interest Rate, (iii) the
date the Fixed Interest Rate shall be determined and the procedure for informing the Bondholders
of the Fixed Interest Rate; (iv } the Interest Payment Dates for the payment thereof, (v) that the
Letter of Credit will be terminated 15 days after such effective date, but in no event later than Decem-
ber 21, 1993 with respect to the initial Letter of Credit (unless such Letter of Credit was extended );
(iv) that subsequent to such effective date the Bondholder will no longer have the right to require
purchase of Bonds by the Remarketing Agent or the Trustee upon conversion to a Fixed Interest
Rate; and (vii) that all outstanding Bonds not purchased by the Remarketing Agent or the Trustee
on or prior to the effective date of the Fixed Interest Rate will be redeemed by the Board or
purchased by the Company on the effective date of the Fixed Interest Rate at a price of par, except
Bonds which the Bondholder shall have directed the Board not to redeem in accordance with this
Section 2.10 and Section 2.01(e)(iv) hereof.
A Bondholder may direct the Board not to redeem any Bond or Bonds, or $100,000 units of the
principal amount thereof, owned by him upon conversion to a Fixed Interest Rate by delivering
to the Trustee at its Principal Office on or before the third Business Day preceding the date
fixed for such redemption an instrument or instruments in writing executed by such Bondholder (i)
specifying the numbers and denominations of Bonds held by him, (ii) acknowledging receipt of
notice of the matters set forth in clauses (i) through (vii) of the preceding paragraph of this
Section 2.10, and (iii) directing the Board not to redeem such Bonds or $100,000 units o£ the
principal amount thereof. Any instrument delivered to the Trustee in accordance with this section
shall be irrevocable with respect to the Bonds for which such instrument is delivered and shall be
binding upon subsequent Bondholders.
The Trustee, at the direction of the Board, shall have the right to deliver replacement Bonds
(satisfactory to the Trustee) bearing the Fixed Interest Rate with deletion of such terms which
are no longer applicable. Any such replacement Bonds shall be executed and registered. as provided
in this Ordinance. Notwithstanding anything herein to the contrary, any replacement Bonds may,
at the election of the Board, be registered Bonds in $5,000 denominations or integral multiples
thereof ,Bondholders shall not be required to exchange Bonds, except at their own election.
After the effective date of the Fixed Interest Rate, the Bonds shall no longer be subject to the
provisions of the last paragraph in Section 2.01 { b) and Sections 2.01(c }, 2.01(e) (iii) and (iv ),
2.01(f), 10.21, 10.22, 10.23, 10.24, and 10.25, hereof. Fifteen days after such effective date, but in
no event later than December 21, 1993, with respect to the initial Letter of Credit, the Letter
of Credit will be terminated, provided that the Letter of Credit will be available for drawings during
such 15 days only for drawings for payments of principal, interest (under Sections 2.01(b) and
2.01(e){iv) hereof) and purchase price of the Bonds (under Sections 2.01(f), 2.0,1(i), 10.21 and
10.22 hereof) which were due on or before the effective date of the Fixed Interest Rate. After the
effective date of the Fixed Interest Rate, the Trustee shall be relieved of all trust duties hereunder
but shall continue to serve as Paying Agent and Registrar
After the effective date of the Fixed Interest Rate, interest shall be payable semiannually on each
May 1 and November 1 thereafter and interest shall be computed on the basis of a 380-day year of
twelve 30-day months; provided that the interest payable on the first Interest Payment Date after the
effective date of the Fixed Interest Rate may be less than suc.months' interest.
I8
After the effective date of the Fixed Interest Rate, the Bonds shall be subject to redemption
by the Board, at the option of the Company; in whole at any time or in part on any Interest Payment
Date, on or after November 1 of the year which is the tenth year after the year in which the
conversion to a Fixed Interest Rate occurred at the redemption prices (expressed as percentages
of the principal amount) set forth below, plus accrued interest to the redemption date
Redemption Dates
(Dates Inclusive) Redemption
Dices
November 1 of tenth year through October 31 of eleventh year 103%
November 1 of eleventh year through October 31 of twelfth year 1421/z
November 1 of twelfth year through October 31 of thirteenth year 102
November 1 of thirteenth yeaz through October 31 of fourteenth year 10.1~z
November 1 of fourteenth yeaz through October 31 of fifteenth year 101
November 1 of fifteenth year through October 31 of sixteenth yeaz 100
November 1 of sixteenth yeaz and thereafter 100
ARTICLE III
Redemption
Section 3.01. Selection of Bonds To Be Redeemed. (a) A redemption of Bonds shall be a redemp-
tion of the whole or of any part of the Bonds from any funds available for that purpose in accordance
with the provisions of this Ordinance. If less than all the Bonds shaA be called for redemption under
any provision of this Ordinance permitting such partial redemption, the particular Bonds or por-
tions of Bonds to be redeemed shall be selected by the Trustee, in such manner as the Trustee
in its discretion may deem proper, in the principal amount designated in writing to the Trustee
by the Board or otherwise as required by this Ordinance; protrided, however, that if, as indi-
cated in a certificate delivered to the Trustee, the Company shall have offered to purchase all
Bonds then Outstanding and less than all such Bonds shall have been tendered to the Company
for such purchase, the Trustee, at the direction of the Company, shall select for redemption all
such Bonds which have not been so tendered.
(b) If it is determined that one or more, but not all, of the $100,000 (or $5,000 in the case of
conversion to a Fixed Interest Rate and conversion to $5,000 units at the election of the Company)
units of principal amount represented by any Bond is to be called for redemption, then, upon notice
of intention to redeem such $100,000 (or $5,000 in the case of conversion to a Fixed. Interest Rate
and conversion to $5,000 units at the election of the Company) unit or units, the Bondholder shall
forthwith surrender such Bond to the Trustee for (i) payment to such Bondholder the redemption
price of the $100,000 (or $5,000 in the case of conversion to a Fixed Interest Rate and conversion
to $5,000 units at the election of the Company) unit or units of principal amount called for redemption
and (ii) delivery to such Bondholder of a new Bond or Bonds in the aggregate principal amount of
the unredeemed balance of the principal amount of such Bonds. New Bonds representing the
unredeemed balance of the principal amount of such Bond shall be issued to the Bondholder thereof,
without charge therefor
(c) If the Bondholder of any such Bond of a denomination greater than $100,000 (or $5;000 in
the case of conversion to a Fixed Interest Rate and conversion to $5,000 units at the election of
the Board) shall fail to present such Bond to the Trustee for payment and exchange as aforesaid,
such Bond shall, nevertheless, become due and payable on the date fixed for redemption to the
extent of the $100,000 (or $5,000 in the case of conversion to a Fixed Interest Rate and conversion
to $5,000 units at the election of the Company) unit or units of principal amount called far redemption
(and to that extent only }
Section 3.02. Procedure for Redemption. (a) In the event any of the Bonds are called for redemp-
tion pursuant to Section 2.01(e ), and the Trustee has received from the Board notice of such redemp-
tion at least 28 days prior to the redemption date, the Trustee shall give notice, in the name of the
19
Board, of the redemption of such Bonds, which notice shall () specify the Bonds to be redeemed, the
redemption date, the redemption price and the place or places ~,vhere amounts due upon such redemp-
tion will be payable (which shall be the Principal Office of the Trustee and, if less than all of the Bonds
aze to be redeemed, the numbers of the Bonds, and the portions of Bonds, so to be redeemed,
(ii} state any condition to such redemption and {iii} state that on the redemption date, and upon the
satisfaction. of any such condition, the Bonds to be redeemed shall cease to bear interest. Such notice
may set forth any additional information relating to such redemption. Such notice shall be given by
Mail at least twenty (20) days prior to the date fixed for redemption to the Bondholders and to the
Bank; provided, however, that failure duly to give such notice by Mail, or any defect therein, shall not
affect the validity of any proceedings for the redemption of Bonds. If a notice of redemption shall be
unconditional, or if the conditions of a conditional notice of redemption shall have been satisfied, then
upon presentation and surrender of Bonds so called for redemption at the place or places of payment,
such Bonds shall be redeemed.
(b) With respect to any notice of redemption of Bonds in accordance with clause (ii) or (iv)
of Section 2.41(e) or Section 2.10 hereof, such notice shall state that all Bonds shall be redeemed except
(i) Bonds delivered in accordance with Section 2.01(f) hereof far purchase on the Interest Payment
Date next preceding the date of the expiration of the term of the Letter of Credit or the Interest Pay-
ment Date which is the effective date of the Fixed Interest Rate, as the case may be and not remarketed
(ii) Bonds or $100,000 units of principal amount thereof, with respect to which the Trustee shall have
received on or prior to the third Business Day prior to the date fixed for such redemption an instru-
ment or instruments directing the Issuer not to so redeem the same from the Bondholders, conforming
to the requirements for such instruments specified in Section 2.01(8) or Section 2.10 hereof, whichever
is applicable, and (iii) Bonds issued in exchange for-or upon- the registration of transfer of Bonds
and $100,000 units of principal amount referred to in clauses (i} and (ii) above.
(c) With respect to any notice of redemption of Bonds in accordance with clause (iii) of
Section 2.01(e) and Section 2.10 hereof unless, upon the giving of such notice, such Bonds shall be
deemed to have been paid within the meaning of Article VIII hereof, such notice may state that such
redemption shall be conditional upon the receipt by the Trustee on or prior to the date fixed for such
redemption of moneys (and when the Letter of Credit is in effect, Available Moneys) sufficient to pay
the principal of, premium, if any, and interest on such Bonds to be redeemed, and that if such moneys
shall not have been so received said notice shall be of no force and effect and the Board shall not be
required to redeem such Bonds. In the event that such notice of redemption contains such a condition
and such moneys (and when the Letter of Credit is in effect, Available Moneys) are not so received, the
redemption shall not be made and the Trustee shall within a reasonable time thereafter. give notice,
in the same manner in which the notice of redemption was given, that such moneys were not so
received.
(d) Any Bonds and portions of Bonds which have been duly selected for redemption and which
aze deemed to be paid in accordance with Article VIII hereof shall cease to bear interest on the
specified redemption date.
Section 3.03. No Partial Redemptio» After Default. Anything in this Ordinance to the contrary
notwithstanding, if there shall have occurred and be continuing an Event of Default definexi in clause
{a), (b) or (c) of the first paragraph of Section 9.01 hereof, there shall be no redemption of less
than all of the Bonds at the time Outstanding.
Section 3.04. Available Moneys. Anything in this Ordinance to the contrary notwithstanding, while
the Letter of Credit is in effect, the principal of, premium, if any, and interest on the Bonds may be
paid only from Available Moneys.
20
~xTZCZ.E rv
The Bond Fund
Section 4.01. Creation o f Bond Fund. There is hereby created and established a trust fund con-
stituting apart of the Joint Airport Fund to be designated "American Airlines Special Facilities
Revenue Bonds Series 1983 Bond Fund." The Bond Fund shall be held by the Trustee on behalf
of the Board while the Letter of Credit is outstanding. When the Letter of Credit is no longer out-
standing, the Bond Fund shall be held by the Board. There are hereby created by the Board and
ordered established with the Trustee, for as long as the Reimbursement Agreement shall be outstand-
ing and no longer, within and as part of the Bond Fund five separate and segregated accounts to be
designated "Eligible Moneys Account", "Ineligible Moneys Account", "Letter of Credit Account°,
"Reserve Account" and °Accrued Interest Eligible Moneys Account°
Section 4.02. Pledge and Liens. The Cities do hereby grant to the Trustee an irrevocable first and
superior lien upon and security interest in, and do hereby pledge to the Trustee, the Pledged Estate.
The Bonds shall be and are hereby declared to be payable solely from and secured by an irrevocable
first and superior lien on, security interest in, and pledge of the Pledged Estate. The Cities and Board
shall not create any lien or other encumbrance upon the Bond Fund or upon the Pledged Estate other
than the pledge hereby created. The Cities expressly disclaim, and each Bondholder by its acceptance
of the Bonds disclaims and releases, any interest whatsoever in any collateral that may be held from
time to time under the Reimbursement Agreement, and no Bondholder shall ever have any right or
claim with respect thereto.
Section 4.03. Deposits Into Bond Fund. -"
There shall be deposited into. the Bond Fund:
(a) into the Accrued Interest Eligible Moneys Account, the accrued interest, if any, on the
Bonds to the date of delivery thereof paid by the initial purchasers thereof;
(b) into the Ineligible Moneys Account, any amounts transferred from the Construction Fund
pursuant to the provisions of Section 5.01(d) of this Ordinance, which moneys shall be held in a
separate and segregated sub-account in the Ineligible Moneys Account which shall be designated
the "Construction Ineligible Moneys Sub-Account", provided that, after such moneys shall become
Available Moneys, such moneys shall be transferred to the Eligible Moneys Account, which moneys
shall be held in a separate and segregated sub-account in the Eligible Moneys Account which shall
be designated the "Construction Eligible Moneys Sub-Account";
(c) into the Ineligible Moneys Account, all Net Rent, provided that, after such moneys shall
become Available Moneys, such moneys shall be transferred to the Eligible Moneys Account;
(d) into the Letter of Credit Account, all moneys drawn by the Trustee under the Letter of
Credit;
(e) into the Reserve Account, from the proceeds of the Bonds, the sum of $7,500,000;
(f) into the Ineligible Moneys Account, all payments required to make up a deficiency in the
Reserve Account specified in Section 2.01(j)(ii) hereof, which payments shall be held in a segarate and
segregated sub-account in the Ineligible Moneys Account which shall be designated the "Reserve
Ineligible Moneys Sub-Account", provided that, after such moneys shall become Available Moneys,
such moneys9sha11 be transferred to the Reserve Account; and
(g) into the Ineligible Moneys Account, all other moneys received by the Trustee under and
pursuant to the provisions of this Ordinance or by any of the provisions of the Agreement, when
accompanied by directions from the person depositing such moneys that sucb moneys are to be
paid into the Bond Fund; provided that, after such moneys shall become Available Moneys, such
moneys shall be transferred to the Eligible Moneys Account.
Section 4.04, Use of Moneys in Bored Fused.
(a) Except as otherwise provided in subsection (b} of this Section 4.04 and in Sections 4.07,
4.09, 911 and 1Q04 hereof, moneys is the Bond Fund other than moneys in the Reserve Account and
21
the Reserve Ineligible Moneys Subaccount, shall be used solely for the gayment of the principal of,
premium, if any, and interest on the Bonds as the same shall become due and payable at maturity,
upon redemption, or upon exercise of the option of the Bondholder under Section 2.01(f) hereof,
or otherwise. Funds for such payments of the principal of, premium, if any, and interest on the
Bonds shall be derived from the following sources in the order of priority indicated:
(i) for gayment of interest, Available Moneys held in the Accrued Interest Eligible Moneys
Aooount of the Bond Fund;
(ii) for payment of principal and interest, so long as the Letter of Credit shaIl be in effect,
from Available Moneys held in the Letter of Credit Account of the Bond Fund pursuant to the
provisions of this Ordinance;
(iii) for payment of principal, premium, if any, and interest, Available Moneys held in the
Eligible Moneys Account of the Bond Fund pursuant to the provisions of this Ordinance;
(iv) for payment of principal, premium, if any, and interest, from amounts held in the
Reserve Account of the Bond Fund pursuant to the provisions of this Ordinance; and
(v) for payment of principal, premium, if any, and interest, from Net Rent held in the
Ineligible Moneys Account.
(b) Moneys deposited pursuant to Section 5.01(d) hereof into the Construction Ineligible Moneys
Sub-account of the Bond Fund, and any income or other gain from the investment thereof, shall be
applied by the Boazd when such moneys shall be Available Moneys (i) in whole or in part (A) to
the purchase of Bonds in such amounts, at such prices (not exceeding the principal amount thereof
plus accrued interest), at such times and otherwise as directed by the Company (which Bonds
shall thereupon be treated as being redeemed and cancelled, including without limitation the
purchase of Bonds pursuant to Section 2.01(f) and Section 10.21 hereof, (B) in any manner duected
by the Board which, as indicated in an opinion of Bond Counsel furnished to the Board and
the Company, will not adversely affect the validity under the Act of the Bonds or the exemption
from federal income taxation of the interest thereon, or, in the absence of any such purchase, to
the payment of principal of Bonds either at maturity or upon the redemption of all or any portion
of the Bonds, whichever occurs first. Pending the application of moneys deposited into the Con-
struction Ineligible Moneys Sub-account of the Bond Fund pursuant to Section 5.01(d) hereof,
such moneys may be invested in Investment Securities in the manner permitted by Article VI
hereof; provided that the Director of Finance shall not select such investments producing a yield
greater than the yield on the Bonds unless, as indicated in an opinion of Bond Counsel furnished to
the Board and the Company, investments producing a greater yield would not adversely affect the
exemption from federal income taxation of interest on the Bonds.
(c) Notwithstanding any provision to the contrary contained herein, while the Reimbursement
Agreement shall be in effect and there shall be no default in performance of the Letter of Credit,
no moneys in the Reserve Account or in the Reserve Ineligible Moneys Subaccount shall be used for
any purpose whatsoever except in connection with the acceleration of payment of tine Bonds as
provided in Section 9.01 hereof.
Section 4.05. Letter Qf Credit.
(a) The Trustee shall draw moneys under the Letter of Credit in accordance with the
terms thereof and fund the Letter of Credit Account of the Bond Fund to make timely payments of
principal of and interest on the Bonds required to be made from the Bond Fund whether upon
stated maturity, by redemption or acceleration.
(b) The Trustee shall also (i) draw moneys under the Letter of Credit in accordance with
the terms thereof and fund the Letter of Credit Account of the Bond Fund to the extent necessary
to make timely payments required to be made pursuant to, and in accordance with, Section 10.21
hereof and (ii) draw moneys under the Letter of Credit in accordance with the terms thereof and
fund the Letter of Credit Account of the Bond Fund in the amounts necessary to meet the require-
ments of Section 2.01(f) hereof; and (iii) upon the receipt of any direction of the Company pursuant
to Section 10.22 hereof draw moneys under the Letter of Credit in aocordance with the terms thereof
in the amounts speci$ed in such direction.
22
(c) The Company may, at its election and with the approval of the Board, deliver to the
Trustee an Alternate Letter of Credit upon the terms provided in this Section 4.05(c) If at any
time there shall have been delivered to the Trustee (i) an Alternate Letter of Credit and (ii)
written evidence from Moody's, if the Bonds are rated by Moody's, and SB~P, if the Bonds are rated
by S&P, in each case to the effect that such rating agency has reviewed the proposed Alternate
Letter of Credit and that the substitution of the proposed Alternate Letter of Credit for the Letter
of Credit will not, by itself, result in a reduction of its ratings of the Bonds from those which then
prevail, then the Trustee shaIl accept such Alternate Letter of Credit and promptly surrender the
previously held Letter of Credit to the Bank, in accordance with the terms of such Letter of Credit,
for cancellation. If at any time there shall cease to be any Bonds Outstanding hereunder, the Trustee
shall promptly surrender the Letter of Credit to the Bank, in accordance with the terms of the
Letter of Credit, for cancellation. The Trustee shall comply with the procedures set forth in the
Letter of Credit relating to the termination thereof.
(d) The Trustee shall give notice to the Bondholders, in the name of the Board, of the expira-
tion of the term of the Letter of Credit except with respect to the expiration of the Fetter of Credit
upon or after conversion to a Fixed Interest Rate as provided in Section 2.10 hereof, which notice
shall (i) specify the date of the expiration of the term of the .Letter of Credit, {ii) state whether the
Company will deliver an Alternate Letter of Credit, at the discretion of the Company, (iii) if
the expiration is prior to the conversion to the Fixed Interest Rate, specify the last times and
dates prior to such expiration on which Bonds must be delivered, or on which notice must be
given, for the purchase of Bonds pursuant to Section 2.01(f) hereof and the places where such
Bonds must be delivered for such purchase and (iv) state that the Bonds shall be subject to
redemption by the Issuer at the principal amount thereof on the Interest Payment Date next pre-
ceding the date of the expiration of the term of the Letter of Credit; provided that there shall
not be so redeemed (A) if the expiration is prior to the conversion to the Fixed Interest Rate,
Bonds which have been delivered in accordance with Section 2.01(f) hereof for purchase on
such Interest Payment Date and not remarketed, (B) Bonds or $100,000 units of principal amount
thereof, with respect to which the Trustee has received directions not to so redeem the same
from the Bondholders thereof in accordance with Section 2,01(g) hereof and (C) Bonds issued
in exchange for or upon the registration of transfer of Bonds and $100,000 units of principal amount
referred to in clauses (A) and (B) above. Such notice shall be given by Mail at least ninety (90)
days prior to the last Interest Payment Date preceding the date' of the expiration of the term
of the Letter of Credit to the Bondholders. "If, subsequent to the commencement of the giving
of such notice, the term of the Letter of Credit shall have been extended or an Alternate Letter
of Credit with a term of at least a year beyond that of the Letter of Credit shall have been
delivered to the Trustee, then the Trustee shall discontinue giving the aforementioned notice and
shall give notice of such .extension of the term of the Letter of Credit or the delivery of the Alternate
Letter of Credit, which notice shall specify (i) that the giving of notice of the expiration of the
term of the Letter of Credit has been commenced, (ii) that subsequent to the commencement of
the giving of such notice the term of the Letter of Credit has been extended or an Alternate Letter
of Credit has been delivered and (iii) the date that the term of the Letter of Credit, as extended, or
the Alternate Letter of Credit will expire. Such notice that the term of the Letter of Credit has been
extended or an Alternate Letter of Credit has been delivered shall be given not more than ten { 10)
days following such extension by Mail to the Bondholders.
Section 4.08 Custody of Bond Fund; Withdrawal o f Moneys. The Bond Fund shall be in the
custody of or held by the Trustee as provided in Section 4.01 hereof and the Cities and the Board
hereby authorize and direct the Trustee to withdraw from the Bond Fund funds sufficient to pay
the principal of and interest on the Bonds as the same shall become due and payable, and to withdraw
in accordance with Section 4.04(a) hereof from the Bond Fund funds sufficient to pay any other
amounts payable therefrom as the same shall become due and payable.
23
Section 4.07 Bonds Not Presented for Payment. In the event any Bonds shall not be presented for
payment when the principal thereof becomes due, either at maturity or at the date fixed for redemp-
tion thereof or otherwise, if moneys sufficient to pay such Bonds aze held by the Trustee for the
benefit of the Bondholders, the Trustee shall segregate and hold such moneys in trust, without
liability for interest thereon, for the benefit of Bondholders who shall (except as provided in the
following paragraph} thereafter be restricted exclusively to such fund or funds for the satisfaction of
any claim of whatever nature on their part under this Ordinance or relating to said Bonds.
Any moneys which the Trustee shall segregate and hold in trust for the payment of the prin-
cipal of, premium, if any, or interest on any Bond and which shall remain unclaimed for two years
after such principal, premium, if any, or interest has become due and payable shall, upon the Com-
pany's, and, so long as the Reimbursement Ageement is in effect, the Bank's, written request to the
Trustee, be paid to the Company After the payment of such unclaimed moneys to the Company or the
Bank, the Bondholder shall thereafter look only to the Company for the payment thereof, and all
liability of the Cities, the Board, the Trustee and the Paying Agent with respect to such moneys
shall thereupon cease.
Section 4.08. Moneys Held in Trust. All moneys required to be deposited with or paid to the
Trustee for deposit into the Bond Fund under any provision hereof, all moneys withdrawn from the
Bond Fund or drawn under the Letter of Credit and held by the Trustee, shall be held by the
Trustee, in trust, and such moneys (other than moneys held pursuant to Section 4.07 hereof) shall,
while so held, constitute part of the Pledged Estate and be subject to the pledge hereof.
Section 4.09. Payment to Company Any moneys remaining in the Bond Fund, after the right,
title and interest of the Trustee in and to the Pledged Estate and all covenants, agreements and rv~"
other obligations of the Cities to the Bondholders shall have ceased, terminated and become void and
shall have been satisfied and discharged in accordance with Article VIII hereof, shall be paid to the
Company
Section 4.10. Use of Moneys fn the Reserve Account. The Trustee shall establish a Reserve
Account into which the amounts required to be deposited by Section 5.01(a) hereof shall be
deposited. For so long as any of the Bonds shall be outstanding, the Reserve Account shall be held
as a reserve for the payment of principal and interest on the Bonds when and if other funds on
deposit in the Bond Fund shall not be sufficient for such purposes. If such deficiencies occur, the
Trustee shall apply money on deposit in the Reserve Account, and the deficiency thus occurring in
the Reserve Account shall be restored, if not earlier, in twelve (12) equal monthly installments
during the next succeeding twelve (12) month period. Anything in this Ordinance to the contrary
notwithstanding, only Available Moneys shall be deposited in the Reserve Account.
ARTICLE V
The Construction Fund
Section 5.01. ApplieaMon of Proceeds of Bonds; Creatfon of, and Withdrawals From, Construction
Fund
(a) Upon the issuance and delivery of the Bonds, the Director of Finance shall (i) deliver to
the Trustee the accrued interest, if any, on the Bonds for deposit as provided in Section 4.03(a)
of this Ordinance; (ii) deliver to the Trustee the sum of X7,500,000 for deposit into the Reserve
Account as provided in Section 4.03(d) of this Ordinance, (iii) deliver to Chemical Bank, New
York, New York that amount which together with other moneys available will pay the Prior Bonds
in full (as specified in the Board's closing instructions) and (iv} deposit the remaining proceeds
from the sale of the Bonds with the Treasurer for deposit into the Construction Fund.
(b) There is hereby created the "American Airlines Special Facilities Revenue Bonds Series
1983 Construction Fund," within the Joint Airport Fund to be held by the Treasurer All income
or other gain from the investment of moneys in the Construction Fund shall be retained in the
Construction Fund. The Trus#ee shall have no responsibility with respect to the Construction Fund.
24
(c) (1) Before any moneys shall be withdrawn or any payments shall be made from the Construc-
tion Fund for Costs of the Additional Special Facilities which directly relate to the physical construc-
tion and equipment thereof there shall be filed with and approved by the Executive Director or his
designee:
(i) a voucher which may contain any number of items signed by the Board's Director of
Planning and Engineering and stating in respect of each item to be paid -
(a) the item number of the payment;
(b) the name of the person to whom payment is due;
(c) the amount or amounts to be paid;
(d) the purpose for which the obligation to be paid was incurred in such detail as shall
be satisfactory to the Director of Finance; and
(ii) a certificate signed by the Board's Director of Planning and Engineering and attached
to the voucher certifying -
(a) that the obligations in the stated amounts have been incurred by the Board and
that each item thereof is a proper charge against the Construction Fund and has not been
p~~ 4
(b) that there has not been filed with or served on the Board any notice of lien, right
of lien, or attachment upon or claim affecting the right to receive payment, of any moneys
payable to any person named in such voucher which has not been released or will not be
released simultaneously with the payment of such obligations;
(c} that such voucher contains no payment on account of any retained percentage which
the Board at the date of such certificate is entitled to retain; and
(d) that insofar as any such obligation was incurred for work, materials, equipment or
supplies such work was actually performed in the furtherance of the Additional Special
Facilities or delivered at a site thereof for that purpose or delivered for storage or fabrication
at a place or places approved by the person signing the certificate and under the contml of
the Board.
If the Executive Director or his designee shall determine that such voucher and certificate are
in the form and contain the information required by this section, and that such payments are due,
he shall be authorized to make payment thereof in such manner as is customarily employed by the
Board for the payment of other expenses thereof; provided, however, that no disbursement shall
be made other than from Available Moneys for payment of any interest on the Bonds.
(2) Before any moneys shall be withdrawn or any payments shall be made from the Construction
Fund other than those contemplated in paragraph (1), above, including expenses of administration
and other items included as a part of the term "Costs of the Additional Special Facilities" the Board
shall adopt and maintain a general schedule of Construction Fund uses.
(d) On the date when the acquisition and construction of the Additional Special Facilities shall
have been completed in accordance with the plans and specifications thereof (the "Completion Date"),
and when all amounts due therefor, including all proper incidental expenses, shall have been gaid,
the Board's Director of Planning and Engineering shall file with the Executive Director and the
Board a certificate so stating,. and thereupon the Board shall cause the transfer of all moneys remain-
ing in the Construction Fund, if any, to the Construction Ineligible Moneys Sub-account in the
Bond Fund; provided, however, that any surplus may be devoted to the payment of any costs of
any other Special Facilities, if such payment is approved by the Company and Bond Counsel
25
shall have advised the Board that such transfer or disposition will not affect the exemption from
federal income tax of interest on the Bonds. t
ARTICLE VI
Investments
The moneys in the Construction Fund shall be invested and reinvested as a part of the Joint
Airport Fund in Investment Securities, at the direction of the Board, which shall remain in the
custody of the Treasurer In the event that the Board 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. When the Bond Fund shall be in the custody of the Trustee
pursuant to Section 4.01 hereof, it shall be invested and reinvested by the Trustee in Eligible Invest-
ments as defined in and pursuant to the Reimbursement Agreement, to the extent ]awful and per-
mitted by the 1968 Concurrent Bond Ordinance, at the written direction of the Director of Finance
and the Trustee shall be entitled conclusively to rely upon and to presume that any investments so
directed to be made are Investment Securities. Earnings on the amounts held in the Reserve
Account shall be paid over to the Company on each November 1 and May 1 unless an Event of
Default has occurred and is continuing. When the Bond Fund shall be in the custody of the Board,
it shall be invested and reinvested in Investment Seciuities as a part of the joint Airport Fund, at the
direction of the Board, which shall remain in the custody of the Treasurer
ARTICLE VII
C,eneral Covenants
Section 7.01. No General Obligations. Each and every covenant herein made, including all
covenants made in the various sections of this Article VII, is predicated upon the condition that neither
the Cities, the Board, nor the State nor any political subdivision thereof shall in any event be liable for
the payment of the principal of or interest on the Bonds or for the purchase of Bonds or for the
performance of any pledge, mortgage, obligation or agreement created by or arising out of this
Ordinance or the issuance of the Bonds, and further that neither the Bonds nor the interest thereon
nor any such obligation or agreement of the Cities or the Board shall be construed to constitute a debt
or liability of the Cities, the Board, or the State within the meaning of any constitutionafl or statutory
provisions whatsoever, but shall be limited obligations of the Cities payable solely from the Pledged
Estate.
The Cities shall promptly cause to be paid, solely from the sources stated herein, the principal
of, premium, if any, and interest and the purchase price of every Bond issued under this Ordinance at
the place, on the dates and in the manner provided herein and in said Bonds according to the true
intent and meaning thereof.
Section 7.02. Performance of Covenants. The Cities and the Board shall use their best efforts
faithfully to perform at all times to the best of their ability any and al] covenants, undertakings,
stipulations and provisions contained in this Ordinance, in any and every Bond executed, authenti-
cated and delivered hereunder, and in all proceedings pertaining thereto.
Section 7.03. 1Vo Transfer of Letter of Credit. The Trustee shall not sell, assign or transfer the
Letter of Credit except to a successor Trustee under this Ordinance and except as provided in the
Letter of Credit.
Section 7.04. Enforcement of Obligations of Cities. Upon receipt of written notification from
the Trustee, the Board shall cooperate with the Trustee in enforcing the obligation of the Company
to pay or cause to be paid all the payments and other costs and charges payable by the Company
under the Third Supplemental Agreement; provided, howeves, that the Board shall not be required
28
to act in contravention of its .rules and regulations with respect to the Airport or any contractual
agreements it may have with third parties.
Section 7.05. Arbitrage Covenant. The Cities and Board covenant for the benefit of the pur-
chasers of the Bonds that they will not act so as to cause the proceeds of the Bonds, the earnings
thereon and any other moneys on deposit in any fund or account maintained in respect of the Bonds
(whether such moneys were derived from the proceeds of the sale of the Bonds or from other
sources) to be used in a manner which would cause the Bonds to be "arbitrage bonds" within the
meaning of Section 103 (c) (2) of the Code.
Section 7.06. Trans f ers o f Airport and Facilities. So long as any Bonds are outstanding and unpaid,
the Cities shall not sell, transfer or dispose of the Additional Special Facilities (except as otherwise
provided in the Third Supplemental Agreement), 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 9.8 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
ARTICLE VIII
Defeasance
After the Letter of Credit shall no longer be in effect, any Bond shall be deemed to be paid
within the meaning of this Article and for all purposes of this Ordinance when (a) payment of
the principal of and premium, if any, on such Bond, plus interest thereon to the due date thereof
(whether such due date is by reason of maturity or upon redemption as provided herein) either (i )
shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall
have been provided for by irrevocably depositing, with the Trustee in trust and irrevocably setting
aside exclusively for such payment, (1) moneys sufficient to make such payment and/or (2) Govern-
ment Obligations, maturing as to principal and interest in such amount and at such time as will
insure the availability of sufficient moneys to make such payment, and (b) all necessary and proper
fees, compensation and expenses of the Trustee, pertaining to the Bonds with respect to which such
deposit is made shall have been paid or the payment thereof provided for to the satisfaction of the
Trustee. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond
shall no longer be secured by or entitled to the benefits of this Ordinance except for the purposes of
any such payment from such moneys or Government Obligations.
Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately
preceding paragraph shall be deemed a payment of such Bonds as aforesaid until: (a) proper notice
of redemption of such Bonds shall have been previously given in accordance with Article III of
this Ordinance, or in the event said Bonds are not to be redeemed within the next succeeding
sixty (80) days, until the Board shall have given the Trustee, on behalf of the Cities, in form
satisfactory to the Trustee irrevocable instructions to notify, as soon as practicable, the Bondholders
in accordance with Article III hereof, that the deposit required by (a) (ii) above has been made with
the Trustee and that said Bonds are deemed to have been paid in accordance with this Article VIII
and stating the maturity or redemption date upon which moneys are to be available for the payment
of the principal of and the applicable redemption premium, if any, on said Bonds, plus interest
thereon to the due date thereof; or (b) the maturity of such Bonds.
The Bonds may not be defeased pursuant to this Article VIII while the Letter of Credit is in
effect, and in no event shall ever be defeased with the proceeds of any drawings under the Letter
of Credit.
` 27
ARTICLE IR
Defaults and Remedies
Section 9.01. Events of Default. Each of the following events shall constitute and is referred
to in this Ordinance as an "Event of Default"
(a) a failure to pay the principal of or premium, if any, on any of the Bonds when the
same shall become due and payable at maturity, upon redemption or otherwise;
(b) a failure to pay an installment of interest on any of the Bonds after such interest has
become due and payable;
(c} a failure to pay an amount due pursuant to Section 2.01(f) hereof after such payment
has become due and payable;
(d) the Company's failure to pay Net Rent when due under the Third Supplemental
Agreement;
(e) receipt by the Board and the Trustee, following a drawing under the Letter of Csedit
to pay interest or portion of the purchase price corresponding to accrued interest on the
Bonds, of notice from the Bank that the Letter of Credit will not be reinstated (in respect
of interest or portion of purchase price corresponduag to accrued interest) to an amount which
equals the outstanding principal amount of such Bonds plus at least 85 days' interest on the Bonds
at the maximum rate allowed by law;
(f) receipt by the Board and Trustee of notice from the Bank that an "Event of Default,"
as such term is defined in the Reimbursement Agreement, has occurred; or
(g) a failure by the Cities or the Board to observe and perform any covenant, condition,
agreement or provision (other than as specified in clauses (a), (b) and (c) of this Section 9.01)
contained in the Bonds or in this Ordinance on the part of the Cities or the Board to be
observed or performed, which failure shall continue for a period of ninety (90) days after written
notice, specifying such failure and requesting that it be remedied, shall have been given to the
Trustee, the Board and the Company by Bondholders owning not less than 25% of the principal
amount of Bonds then Outstanding.
Upon the occurrence and continuance of (i) any Event of Default described in clause (a), (b),
(c), (d) or {g) of the immediately preceding paragraph, the Trustee may, and at the written request
of Bondholders owning not less than 25% in principal amount of Bonds then outstanding, shall, or
(ii) any Event of Default described in clause (e) or (f) of the immediately preceding paragraph
the Trustee shall, by written notice to the Board and the Bank, declare the Bonds to be immediately
due and payable, whereupon they shall, without further action, become and be immediately due
and payable, anything in this Ordinance or in the Bonds to the contrary notwithstanding, and the
Trustee shall give notice thereof to the Board and the Bank, and shall give notice thereof by Mail to
all Bondholders owning Outstanding Bonds.
In the event of an acceleration of the payment of the Bonds pursuant to this Section 9.01 while the
Letter of Credit is in effect, the Trustee shall first apply amounts on deposit in the Reserve Account
which are Available Moneys to the payment of such Bonds, reducing the amount drawn under the
Letter of Credit, by the amounts so available, and the Trustee shall thereupon draw any necessary
moneys under the Letter of Credit as provided in Section 4.05(a} hereof.
9.02. Resc{ssion of Notice of Acceleration. The provisions of Section 9.01 are subject, after the
expiration of the Letter of Credit, to the condition that if, after the principal of the Bonds shall have
been so declared to be due and payable, and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered as hereinafter provided, there shall be deposited with
the Trustee a sum sufficient to pay all matured installments of interest upon all Bonds and the
principal of any and all Bonds which shall have become due otherwise than by reason of such
declaration (with interest upon such principal and, to the extent permissible by, law, on overdue
installments of interest, at the rate per annum specified in the Bonds) and such amount as shall be
sufficient to cover reasonable compensation and reimbursement of expenses payable to the Trustee,
and all Events of Default hereunder other than nonpayment of the principal of Bonds which shall
have become due by said declaration shall have been remedied, then, in every such case; such Event
of Default shall be deemed waived and such declaration and its consequences rescinded and an-
nulled, and the Trustee shall promptly give written notice of such waiver, rescission and annulment
to the Board and the Company and shall give notice thereof by Mail to aIl Bondholders; but no such
waiver, rescission and annulment shall extend to or affect any subsequent Event of Default or impair
any right or remedy consequent thereon.
The provisions of Section 9.01 are further subject to the condition that any waiver of any Event
of Default under the Reimbursement Agreement or of any Event of Default under the Agreement
and a rescission and annulment of the consequences thereof shall constitute a waiver of the corre-
sponding Event of Default under this Ordinance and a rescission and annulment of the consequences
thereof. If notice of such Event of Default under the Reimbursement Agreement or such Event of
Default under the Agreement shall have been given as provided herein and if the Boazd and the
Trustee shall thereafter have received notice that such Event of Default or Events of Default shall
have been waived, the Trustee shall promptly give written notice of such waiver, rescission and
annulment to the Board, the Company, the Bank and shall give notice thereof by Mail to all Bond-
holders; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event
of Default or impair any right or remedy consequent thereon.
Section 9.03. Remedies. Upon the occurrence and continuance of any Event of Default, then
and in every such case the Trustee in its discretion may, and upon the written request of the Bank
or Bondholders owning not less than 25% in principal amount of the Bonds then Outstanding and
receipt of indemnity to its satisfaction shall, in its own name and as the Trustee of an express trust:
(a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights
of the Bondholders, and require the Board, the Bank or the Company to carry out any agreements
with or for the benefit of the Bondholders and to perform its or their duties under the Act, the
Agreement, the Letter of Credit and this Ordinance;
(b) bring suit upon the Bonds; or
(c) by action or suit at law or in equity enjoin any acts or things which may be unlawful
or in violation of the rights of the Bondholders.
Section 9.04. Restoration to Forrner Pos{t{on. In the event that any proceedinng taken by the
Trustee to enforce any right under this Ordinance shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee, then the Cities, the Board, the
Trustee, the Bank and the Bondholders shall be restored to their former positions and rights here-
under, respectively, and all rights, remedies and powers of the Trustee shall continue as though no
such proceeding had been taken.
Section 9.05. Bondholders' R{ght To D{rect Proceed{ngs. Anything in this Ordinance to
the contrary notwithstanding, the Bondholders owning a majority in principal amount of the Bonds
then Outstanding hereunder shall have the right, by an instrument in writing executed and delivered
to the Trustee, to direct the time, method and place of conducting all remedial proceedings available
to the Trustee under this Ordinance or exercising any trust or power conferred on the Trustee by
this Ordinance.
Section 9.08. Limitation on Bondholders' R{ght To Inst{tute Proceed{ngs. No Bondholder, in its
capacity as such, shall have any right to institute any suit, action or proceeding in equity or at law for
29
the execution of any trust or power hereunder, or any other remedy hereunder or on said Bonds, unless
such Bondholder previously shall have given to the 'T'rustee written notice of an Event of Default as
hereinabove provided and unless also Bondholders of not less than 25% in principal amount of the
Bonds then Outstanding shall have made written request of the Trustee so to do, after the right to
institute said suit, action or proceeding shall have accrued, and shall have afforded the Trustee a
reasonable opportunity to proceed to institute the same in either its or their name, and unless there
also shall have been offered to the Trustee security and indemnity satisfactory to it against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee shall not have complied
with such request within a reasonable time; and such notification, request and offer of indemnity are
hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the
institution of said suit, action or proceeding; it being understood and intended that no one or more of
the Bondholders shall have any right in any manner whatever by his or their action to affect, disturb
or prejudice the security of this Ordinance, or to enforce any night hereunder or under the Bonds,
excegt in the manner herein provided, and that all suits, actions and proceedings at law or in equity
shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all
Bondholders.
Section 9.07 No Impairment of Right To Enforce Payment. Notwithstanding any other provision
in this Ordinance, the right of any Bondholder to receive payment of the principal of, premium, if
any, .and interest on such Bond, on or after the respective due dates expressed therein, or to insti-
tute suit for the enforcement of any such payment on or after such respective date, shall not be
impaired or affected without the consent of such Bondholder
Section 9.08. Proceedings by Trustee Without Possession of Bonds. All rights of action (including
the right to file proof of claims) under this Ordinance or under any of the Bonds secured hereby
which are enforceable by the Trustee may be enforced by it without the possession of any of the
Bonds, or the production thereof at the trial or other proceedings relative thereto, and any such suit,
action or proceeding instituted by the Trustee shall be brought in its name for the equal and ratable
benefit of the Bondholders, subject to the provisions of this Ordinance.
Section 9.09. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Trustee,
the Bank or to Bondholders is intended to be exclusive of any other remedy or remedies, and each and
every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder
or under the Agreement, or now or hereafter existing at law or in equity or by statute.
Section 9.10. No Waiver of Remedies. No delay or omission of the Trustee, the Bank or of any
Bondholder to exercise any right or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every
power and remedy given by this Article IX to the Bank and to the Bondholders, respectively, may be
exercised from time to time and as often as may be deemed expedient.
Section 9.11. Application of Moneys. Any moneys received by the Trustee, by any receiver
or by any Bondholder pursuant to any right given or action taken under the provisions of this
Article IX, after gayment of the costs and expenses of the proceedings resulting in the collection of
such moneys and of the expenses, liabilities and advances incurred or made by the Trustee,
shall be deposited in the Bond Fund and all moneys so deposited in the Bond Fund during the con-
tinuance of an Event of Default (other than moneys for the payment of Bonds which had matured or
otherwise become payable prior to such Event of Default or for the payment of interest due prior to
such Event of Default) shall be applied as follows
(a) Unless the principal of all the Bonds shall have been declared due and payable, all
such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all
installments of interest then due on the Bonds, with interest on overdue installments, if lawful,
for each Interest Period at the rate per annum for such period borne by the Bonds, in the
order of maturity of the installments of such interest and, if the amount available shall not
be sufficient to pay in full any particular installment of interest, then to the payment ratably,
according to the amounts due on such installment, and {ii) second, to the payment to the
30
persons entitled thereto of the unpaid principal of and premium, if any, on any of the Bonds
which shall have become due (other than Bonds called for redemption for the payment of
which money is held pursuant to the provisions of this Ordinance) with interest on such Bonds
at their rate from the respective dates upon which they became due and, if the amount available
shall not be sufficient to pay in full Bonds due on any particular date, together with such
interest, then to the payment ratably, according to the amount of principal and interest due
on such date, in each case to the persons entitled thereto, without any discrimination or
privilege.
(b) If the principal of all the Bonds shall have been declared due and payable, all such
moneys shall be applied to the payment of the principal and interest then due and unpaid upon
the Bonds, with interest on overdue interest and principal, as aforesaid, without preference
or priority of principal over interest or interest over principal, or of any installment of interest
over any other installment of interest, or of any Bond over any other Bond, ratably, according
to the amounts due respectively for principal and interest, to the persons entitled thereto
without any discrimination or privilege. If principal, premium, if any, and interest on the Bonds
and all other payments under this Ordinance have been paid, any amounts remaining shall be
paid to the Bank.
(c) If the principal of all the Bonds shall have been declared due and payable, and if
such declaration shall thereafter have been rescinded and annulled under the provisions of this
Article IX, then, subject to the provisions of clause (b) of this Section 9.11 which shall be
applicable in the event that the principal of all the Bonds shall later become due and payable,
the moneys shall be applied in accordance with the provisions of clause (a) of this Section 9.11.
Whenever moneys are to be applied pursuant to the provisions of this Section 9.11, such moneys
shall be applied at such times, and from time to time, as the Trustee shall determine, having
due regard to the amount of such moneys available for application and the likelffiood of additional
moneys becoming available for such application in the future. Whenever the Trustee shall apply
such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem
another date more suitable) upon which such application is to be made and upon such date interest
on the amounts of principal and interest to be paid on such date shall cease to accrue. The Trustee
shall give notice of the deposit with it of any such moneys and of the fixing of any such date
by Mail to all Bondholders owning Outstanding Bonds and shall not be required to make payment to
any Bondholder until such Bond, shall be presented to the Trustee for appropriate endorsement or for
cancellation if fully paid.
Section 9.12. Severability of Remedies. It is the purpose and intention of this Article IX to
provide rights and remedies to the Trustee, the Bank and the Bondholders which nlay be lawfully
granted under the provisions of the Act, but should any right or remedy herein granted be held
to be unlawful, the Trustee, the Bank and the Bondholders shall be entitled, as above set forth, to
every other right and remedy provided in this Ordinance and by law
Section 9.13. Conversion to Fixed Rate. After conversion to a Fixed Interest Rate as provided
by Section 2.10 hereof, all references in this Article IX to the Letter of Credit, the Bank, the Reim-
bursement Agreement, and the Trustee shall be of no further force and effect and all references to
the Trustee in this Article IX shall be ipso facto deemed to be references to the Board to the extent
applicable, and of no further force and effect otherwise. The Trustee shall thereupon be deemed
to be released from all trust obligations hereunder except as limited to the duties of Paying Agent
and Registrar.
31
ARTICLE R
Trustee; Paying Agent; Registrar; Remarketing Agent; Indexing Agent
Section 10.01. Acceptance of Trusts. The Cities hereby appoint The Bank of New York as Trustee
for the purposes and upon the express terms and conditions set forth herein. The acceptance of the
Trustee shall be evidenced by the execution of the Acceptance of Trust included as a part of this
Ordinance. No implied covenants or obligations shall be read into this Ordinance against the Trustee.
The Cities, the Board and the Bondholders by their delivery and acceptance of delivery of any of
the Bonds agree to the terms set forth in the Ordinance, including, without limitation, those set forth
in Article X.
Section 10.02. No Responsibility for Recitals. The recitals, statements and representations con-
tained in this Ordinance or in the Bonds, save only the Trustee's authentication upon the Bonds,
shall be taken and construed as made by and on the part of the Cities, and not by the Trustee, and
the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness
of any thereof.
Section 10.03. Limitations on Liability The Trustee may execute any of the trusts or powers
hereof and perform the duties required of i# hereunder by or through attorneys, agents, receivers
or employees, and shall be entitled to advice of counsel concerning all matters of trust and its duty
hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such
attorney, agent or employee selected by it with reasonable care. Except during the continuance
of an Event of Default, the Trustee need perform only those duties that are specifically set forth
in this Ordinance and no others. The Trustee shall not be answerable for the exercise of any discre-
tion or power under this Ordinance or for anything whatsoever in connection with the trust created
hereby, except only for its own negligence or bad faith. The Trustee shall not be accountable for
the use or application of the proceeds of any of the Bonds issued hereunder other than as set forth
with respect to the Bond Fund as set forth in Section 4.04.
Section 10.04. Co~rnpensation, Expenses and Advances. The Trustee, the Paying Agent, the Reg-
istrar, the Remarketing Agent and the Indexing Agent under this Ordinance shall be entitled to
reasonable compensation for their services rendered hereunder (not limited by any provision of
law in regard to the compensation of the trustee of an express trust) and to reimbursement for their
actual out-of-pocket expenses (including the reasonable compensation and the expenses and dis-
bursements of their agents and counsel) reasonably incurred in connection therewith except as a
result of their negligence or bad faith. In the Third Supplemental Agreement, the Company has agreed
that it will pay to the Trustee, the Paying Agent, the Registrar, the Remarketing Agent and the Index-
ing Agent, such compensation and reimbursement of expenses and advances, but payment by the
Company shall not be deemed a waiver of its right to contest in good faith the reasonableness of any
such services, expenses and advances. The Company shall have the right to contest in good faith any
fees or expenses of the Remarketing Agent and the Indexing Agent without creating a default here-
under If the Company shall have failed to make any payment under the Third Supplemental Agree-
ment and such failure shall have resulted in an Event of Default under the Third Supplemental
Agreement or if an Event of Default under this Ordinance shall otherwise exist, the Trustee, the Regis-
trar and the Paying Agent shall have, in addition to any other rights hereunder, a claim, prior to the
claim of the Bondholders, for the payment of their compensation and the reimbursement of tlteir~
expenses and any advances made by them, as provided in this Section 14.04, upon the moneys and
obligations in the Bond Fund, except for proceeds of drawings under the Letter of Credit and except
for moneys or obligations deposited with or paid to the Trustee for the redemption of payment of
Bonds which are deemed to have been paid in accordance with Article VIII hereof and funds held
pursuant to Section 4.07 hereof.
Section 10.05. Notice o f Events o f Def ault. The Trustee shall not be required to take notice, or
be deemed to have notice, of any default or Event of Default under this Ordinance other than an
Event of Default under clause (a), (b), or (c), of the first paragraph of Section 8.01 hereof, unless
32
specifically notified in writing of such default or Event of Default by Bondholders owning at least
25% in principal amount of the Bonds then Outstanding or by the Bank pursuant to Section 9.01(e)
or (f)
Section 10.08. Several Capacities. Anvthing in this Ordinance to the contrary notwithstanding,
the same entity may serve hereunder•as the Trustee, the Paying Agent, the Registrar and the Remarket-
ing Agent and in any other combination of such capacities, to the extent permitted by law
Section 10.07 Good Faith Reliance. The Trustee, in the absence of bad faith or negligence on
its part, shall be protected and shall incur no liability in acting upon rany resolution, notice, tele-
gram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other
paper or document or telephonic notice (where authorized by this Ordinance) which it shall reason-
ably believe to be genuine and to have been passed or signed by the proper board, body or person or
to have been prepared and furnished pursuant to any of the provisions of this Ordinance or the Agree-
ment, or upon the written opinion of any attorney, engineer, accounta~4t or other expert, and the
Trustee shall be under no duty to make any investigation or inquiry as to any statements contained. or
matters referred to in any such instrument, but may accept and rely upon the same as conclusive
evidence of the truth and accuracy of such statements. Neither the Trustee, the Registrar, the Paying
Agent, nor the Remarketing Agent shall be bound to recognize any person as a Bondholder or to take
any action at his request unless his Bond shall be deposited with such entity or satisfactory evidence
of the ownership of such Bond shall be furnished to such entity Any request or direction of the Board
as provided in this Ordinance shall be sufficiently evidenced by, and the Trustee may conclusively
rely upon, a written instrument from the Board signed by its Executive Director or Director of
Finance. As to any fact or circumstance concerning which the Trustee requests verification, the Trustee
may conclusively rely upon a certificate signed by either of such officers.
Section 10.08. Dealings in Bonds and With Cities, Band and Company. The Trustee, the Bank,
the Paying Agent, the Registrar or the Remazketing Agent, in its individual capacity, may buy, sell,
own, hold and deal in any of the Bonds issued hereunder #or its own account or that of any other
person, and may join in any action which any Bondholder may be entitled to take with like effect as
if it did not act in any capacity hereunder The Trustee, the Bank, the Paying Agent, the Registrar or
the Remarketing Agent, in its individual capacity, either as principal or agent, may also engage in or
be interested in any .financial or other transaction with the Cities, the Board or the Company, and may
act as depositary, trustee or agent for any committee or body of Bondholders secured hereby or other
obligations of the Issuer as freely as if it did not act in any capacity hereunder The Indexing Agent,
in its individual capacity, shall not buy, sell, own, hold or deal in any of the Bonds issued hereunder
and shall not engage in or be interested in any financial or other transaction with the Cities, the Board
or the Company, except that it may enter into other relationships in a capacity similar to that of Index-
ing Agent hereunder whether or not the Cities, the Board or the Company aze also involved, directly
or indirectly, in such relationship.
Section 10.09. Resignation o f Trustee. The Trustee may resign and be discharged of the trusts
created by this Ordinance by executing an instrument in writing resigning such trust and specify-
ing the date when such resignation shall take effect, and filing the same with the Board, and with
the Company, the Remarketing Agent and the Bank, not less than forty-five (45) days before the date
specified in such instrument when such resignation shall take effect, and by giving notice of such res-
ignation by Mail, not less than three weeks prior to such resignation date, to the Bank and all Bond-
holders. Such resignation shall take effect on the day specified in such instrument and notice, but only
if a successor Trustee shall have been appointed as hereinafter provided, in which event such
resignation shall take effect immediately upon the appointment of such successor Trustee. If the
successor Trustee shall not have been appointed within a period of 90 days following the giving of
notice, then the Trustee shall be authorized to petition any court of competent jurisdiction to appoint
a successor Trustee as provided in Section 10.12.
Section 10.10. Removal of Trustee. The Trustee may be removed at any time prior to an Event
of Default by the Board by filing with the Trustee to be removed, and with the Cities, the Company,
the Remarketing Agent and' the Bank, an instrument or instruments in writing executed by the Board,
appointing a successor, ar an instrument or instruments in writing, designating a successor and accom-
panied by an instrument or appointment by the Board of such successor Such removal shall be
effective thirty days (or such longer period as may be set forth in such instrument) after delivery of
the instrument. If no Event of Default has occurred (and no event has occurred which with the
passage of time or giving of notice, or both, would constitute an Event of Default), the Board shall
remove the Trustee upon written request of the Company and reasonable cause shown for such
removal.
Section 10.11. Appointment o f Successor Trustee. In case at any time the Trustee shall be removed,
or be dissolved, or ~ if its property or affairs shall be taken under the control of any state or
federal court or administrative body because of insolvency or bankruptcy, or for any other reason,
then a vacancy shall forthwith and ipso facto exist in the office of Trustee and a successor may be
appointed, and in case at any time the Trustee shall resign, then a successor may be appointed by the
Board, by an instrument authorized by resolution of .the .Board and shall be approved by the Com-
pany, provided, however, that the foregoing right of approval shall not be applicable if any Event of
Default shall have occurred and be continuing hereunder or under the Agreement. After any appoint-
ment by the Board, it shall cause notice of such appointment to be given to the predecessor Trustee,
the successor Trustee, the Remarketing Agent and the Bank and to be given by Mail to all Bondholders.
Any new Trustee so appointed by the Board shall immediately and without further act supersede
the predecessor Trustee.
Section 10.12. Quali~ecations of Successor Trustee. Every successor Trustee (a) shall be a
bank or trust company (other than the Bank) (i) duly organized under the laws of the United States
or any state or territory thereof, (ii) authorized by law to perform all the duties imposed upon it
by this Ordinance and the laws.of the State, (iii) having an office in New York, New York and capable
of meeting its obligations hereunder and under the Remarketing Agreement and (b) shall have a
combined capital stock, surplus and undivided profits of at least $60,000,000.
Section 10.13. Judicial Appointment of Successor Trustee. In case at any time the Trustee
shall resign and no apointment of a successor Trustee shall be made pursuant to the foregoing provi-
sions of this Article `X prior to the date specified in the notice of resignation as the date when such
resignation is to take effect, the retiring Trustee may forthwith apply to a court of competent
jurisdiction for the appointment of a successor Trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor Trustee.
Section 10.14. Acceptance of Trusts by Successor Trustee. Any successor Trustee appointed
hereunder shall execute, acknowledge and deliver to the Board an instrument accepting such
appointment hereunder, and thereupon such successor Trustee, without any further act, deed or
conveyance, shall become duly vested with all the estates, property, rights, powers, trusts, duties
and obligations of its predecessor in the trust hereunder, with like effect as if originally named
Trustee herein. Upon request of such Trustee, such predecessor Trustee and the Board shall execute
and deliver an instrument transferring to such successor Trustee all the estates, property, rights,
powers and trusts hereunder of such predecessor Trustee and, subject to the provisions of Section
10.04 hereof, such predecessor Trustee shall pay over to the successor Trustee all moneys and other
assets at the time held by it hereunder
Section 10.15. Successor by Merger or Consolidation. Any corporation into which any Trustee
hereunder may be merged or converted or with which it may be consolidated, or any corpora-
tion resulting from any merger or consolidation to which any Trustee hereunder shall be a party, shall
be the successor Trustee under this Ordinance, without the execution or filing of any paper or any
further act on the part of the parties hereto, anything in this Ordinance to the contrary
notwithstanding.
Section 10.18. Standard of Care, Action by Trustee. Notwithstanding any other provisions of
this Article X, the Trustee shall, during the existence of an Event of Default of which the Trustee
has actual notice, exercise such of the rights and powers vested in it by this Ordinance and use
the same degree of skill and care in their exercise as a prudent person would use and exercise under
the circumstances in the conduct of his own a$airs; provided, however, that the Trustee shall be
under no obligation to take any action in respect of any default or Event of Default hereunder other
34
than an Event of Default under clause (e) or (f) of the first paragraph of Section 9.01 hereof, or
toward the execution or enforcement of any of the trusts hereby created, or to institute, appear in or
defend any suit or other proceeding in connection therewith, unless requested in writing so to do by
Bondholders of at least 25% in principal amount of the Bonds then Outstanding or by the Bank,
and, if in its opinion such action may tend to involve it in expense or liability, unless furnished, from
time to time as often as it may require, with security and indemnity satisfactory to it; but the fore-
going proviso is intended only for the protection of the Trustee, and shall not affect any discretion
or power given by any provisions of this Ordinance to the Trustee to take action in respect of any
default or Event of Default without such notice or request from the Bondholders or the Bank, or
without such security or indemnity Except during the continuance. of an Event of Default, the
Trustee need perform only those duties that are specifically set forth in this Ordinance and no
others.
Section 10.17 Notice to Bondholders of Event of Default. If an Event of Default occurs of
which the Trustee by Section 10.05 hereof is required to take notice and is deemed to have notice, or
any other Event of Default occurs of which the Trustee has been specifically notified in accordance with
Section 10.05 hereof, and any such Event of Default shall continue for at least two days after the
Trustee acquires actual notice thereof, the Trustee shall give notice by Mail to the Bank and to
all Bondholders.
Section 10.18. Paying Agent. The Issuer shall, with the approval of the Company, appoint
the Paying Agent for the Bonds subject to the conditions set forth in Section 10.20 hereof. The
Paying Agent (if other than the Trustee) shall designate to the Trustee its Principal Office and
signify its acceptance of the duties and obligations imposed upon it hereunder by a written instru-
ment of acceptance delivered to the Trustee under which such Paying Agent will agree, particularly:
(a) to hold all sums held by it for the payment of the principal of or interest on Bonds in
trust for the benefit of the Bondholders until such sums shall be paid to such Bondholders or
otherwise disposed of as herein provided,
(b) to keep such books and records as shall be consistent with grudent industry practice, to
make such books and records available for inspection by the Issuer, the Trustee and the Company
at all reasonable times; and
(c) to notify the Board each November 1 and May 1 of the amount of interest due during the
preceding six months, the amount of Net Rent paid, and the payment thereof to the Bondholders.
The Board shall cooperate with the Trustee and the Company to cause the necessary arrange-
ments to be made and to be thereafter continued whereby funds derived from the sources specified
in Sections 4.03 and 4.04 hereof will be made available for the payment when due of the Bonds as
presented at the Principal Office of the Paying Agent.
Section 10.19. Qualifications of Paying Agent Resignation, Removal. The Paying Agent shall
be a corporation duly organized under the laws of the United States of America or any state
or territory thereof, having a combined capital stock, surplus and undivided profits of at least
$15,000,000 and authorized by law to perform all the duties imposed upon it by this Ordinance.
The Paying Agent may at any time resign- and be discharged of the duties and obligations created
by this Ordinance by giving at least sixty (60) days' nonce to the Board, the Company and the
Trustee. The Paying Agent may be removed at any time, at the direction of the Company, by an
instrument, signed by the Board, filed with the Paying Agent, as the case may be, and with the Trustee.
In the event of the resignation or removal of the Paying Agent, the Paying Agent, as the case
may be, shall pay aver, assign and. deliver any moneys held by it in such capacity to its successor
or, if there be no successor, to the Trustee.
In the event that the Board shall fail to appoint a Paying Agent hereunder, or in the event that
the Paying Agent shall resign or be removed, or be dissolved, or if the property or affairs of the
35
Paying Agent shall be taken under the control of any state or federal court or administrative body
because of bankruptcy or insolvency, or for any other reason, and the Board shall not have appointed
a successor as Paying Agent, the Trustee shall ipso facto be deemed to be the Paying Agent for all
purposes of this Ordinance until the apointment by the Board of the Paying Agent or successor
Paying Agent, as the case may be.
Section 10.20. Remarketing Agent. The Cities hereby approve Goldman Sachs lk Co. as the
Remarketing Agent.
Section 10.21. Purchase of Bonds Del{oered to Trustee. On the date any Bonds are to be purchased
pursuant to Section 2.01(f) hereof, the Trustee shall purchase on behalf of the Company, but only
from the funds listed below, such Bonds from the Bondholders at a purchase price equal to the
principal amount thereof plus accrued interest, if any, to the date of purchase. Funds for the payment
of such purchase price shall be derived from the following sources in the order of priority indicated:
(a) Available Moneys pursuant to Section 4.04(b) hereof, provided such moneys are then
held in the Construction Eligible Moneys Sub-account; and
(b) moneys representing proceeds of a drawing under the Letter of Credit; and
(c) moneys furnished by the Company to the Trustee as Net Rent under the Third
Supplemental Agreement, and proceeds from the investment thereof, which constitute Available
Moneys; and
(d) amounts on deposit in the Reserve Account; and
(e) moneys furnished by the Company to the Trustee as Net Rent under the Third Supple-
mental Agreement, and proceeds for the investment thereof which do not constitute Available
Moneys.
Anything in this Ordinance to the contrary notwithstanding, except for purchases under {e)
above, the Bonds shall be purchased only from Available Moneys.
Section 10.22. Drawings on Letter of Credit. The Trustee shall draw moneys under the Letter
of Credit to make timely payments required to be made pursuant to, and in accordance with; any
purchases to be made under Section 2.01(f) and Section 10.21. The Company shall, by written notice
signed by an authorized Company representative, with a copy sent to the Board's Director of Finance,
direct the Trustee to draw moneys under the Letter of Credit to provide funds for the purpose of
Section 2.01(i).
~. Section 10.23. No Purchases or Sales After Default. Anything in this Ordinance to the contrary
notwithstanding, at any time after the Letter of Credit is no longer outstanding there shall be
no purchases or sales of Bonds pursuant to this Article X if there shall have occurred and be
continuing an Event of Default described in clause (a), (b), (a) or (d) of the first paragraph of
Section 9.01 hereof or if any event shall have occurred which with the lapse of time would constitute
such an Event of Default.
Section 10.24. Indexing Agent. The Board shall, with the approval of the Company, appoint
the Indexing Agent for the Bonds, subject to the conditions set forth in Section 10.25 hereof.
The Indexing Agent shall designate to the Trustee its Principal Office and signify its acceptance of
the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered
to the Issuer, the Trustee, the Company and the Remarketing Agent under which the Indexing
Agent will agree, particularly:
(a) to compute the Interest Index for each Interest Period pursuant to and is accordance
with Section 2.01(c) hereof and to compute the Fixed Interest Index pursuant to and in
accordance with Section 2.10 hereof, and to give notice to the Trustee, the Remarketing Agent
and the Company of the Interest Index or the Fixed Interest Index,. as the case may be, on the
date of the computation thereof; and
38
(b) to keep such books and records as shall be consistent with prudent industry practice
and to make such books and records available for inspection by the Issuer, the Trustee and
the Company at all reasonable times.
The Cities hereby appoint .Kenny Information Systems, a limited partnership in which Kenny
Group, Inc. is the general partner, as the Indexing Agent.
Section 10.25. Qualifications of Indexing Agent. The Indexing Agent shall be a nationally rec-
ognized municipal securities evaluation service authorized by law to perform all the duties imposed
upon it by this Ordinance. The Indexing Agent may at any time resign and be discharged of the
duties and obligations created by this Ordinance by giving at least sixty (60) days' notice to the
Issuer, the Company, the Remarketing Agent and the Trustee. The Indexing Agent may be removed
at any time, with the approval of the Company by an instrument signed by the Board, filed with the
Indexing Agent, the Remarketing Agent and the Trustee.
Section 10.26. Registrar The Trustee shall be the Registrar for the Bonds; providedy however,
that after conversion to a Fixed Interest Rate, the Paying Agent shall be the Registrar,
Section 10.27 Lfmttations upon Fiduciary Rights. Notwithstanding any other provision of this
Ordinance to the contrary, no right granted to the Trustee, Paying Agent, Remarketing Agent,
Indexing Agent, Registrar, or any other fiduciary ever appointed in any capacity under this Ordi-
nance (collectively, the "Fiduciaries") shall ever be construed to grant to the Fiduciaries, or any
of them, any rights with respect to Airport properties or facilities, or any properties or facili-
ties of the Cities, except those rights expressly and specifically set forth herein with respect to the
Pledged Estate. The operations of the Cities, the Board and the Airport are essential to the public
welfare and safety and shall. never be subject to any control, supervision or direction of the Fiduciaries,
or any of them, except as expressly stated herein with respect to the Pledged Estate. The Fiduciaries,
by their acceptance of the trusts and other obligations created under this Ordinance, hereby assent
to the foregoing limitations and agree to be bound thereby for all purposes.
Section 10.28. Reports to Board. The Trustee shall provide to the Director of Finance of the Board
no later than the tenth day of each month a report of balances, investments, receipts and disburse-
ments, and transfers in all funds and accounts held hereunder, with copies provided to the Company
and the Bank.
ARTICLE RI
Execution of Instruments by Bondholders and
Proof of Ownership of Bonds
Any request, direction, consent or other instrument in writing required or permitted by this
Ordinance to be signed or executed by Bondholders may be in any number of concurrent instru-
ments of similar tenor and may be signed or executed by Bondholders in person or by agent appointed
l:ry an instrument in writing. Proof of the execution of any such instrument and of the ownership of
Bonds shall be sufficient for any purpose of this Ordinance and shall be conclusive in favor of the
Trustee with regard to any action taken by it under such instrument if the fact and date of the
execution by any person of any such instrument is proved by the certificate of any o$cer in any
juu7sdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction,.
to the effect that the person signing such instrument acknowledged before him the execution thereof,
or by an affidavit of a witness to such. execution.
Nothing contained in this Article XI shall be construed as limiting the Trustee to such proof, it
being intended that the Trustee may accept any other evidence of matters herein stated which it
may deem sufficient. Any request or consent of any Bondholder shall bind every future owner of
the same Bond or any Bond or Bonds issued in lieu thereof in respect of anything done by the
Trustee or the Issuer in pursuance of such request or consent.
3'J
ARTICLE RII
Amendment of this Ordinance and the Agreement
Section 12.01. Limitations. Neither this Ordinance nor the Agreement shall be modified or
amended in any respect subsequent to the issuance of the Bonds except as provided in and in accord-
ance with and subject to the provisions of this Article XII and Section 7.U8 hereof.
Section 12:02. Amendments Without Bondholder Consent. The Cities and the Trustee may,
from time to time and at any time, without the consent of or notice to the Bondholders, but upon
notice to, and with the consent of, the Company and the Bank, amend this Ordinance as follows
(a) to cure any formal defect, omission, inconsistency or ambiguity in this Ordinance;
(b) to grant to or confer or impose upon the Trustee for the benefit of the Bondholders any
additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully
be granted, conferred or imposed and which are not contrary to or inconsistent with this
Ordinance as theretofore in effect, provided that no such additional liabilities or duties shall
be imposed upon the Trustee without its consent;
(c) to add to the covenants and agreements of, and limitations and restrictions upon the
Issuer in this Ordinance other covenants, agreements, limitatians and restrictions to be observed
by the Issuer which are not contrary to or inconsistent with this Ordinance as theretofore in effect;
(d) to confirm, as further assurance, any pledge under, and the subjection to any claim,
lien or pledge created or to be created by, this Ordinance, of the Net Rent of the Board from
the Third Supplemental Agreement or of any other moneys, securities or funds;
(e) to authorize a different denomination or denominations of the Bonds and to make
correlative amendments and modifications to this Indenture regarding exchangeability of Bonds
of different denominations, redemptions of portions of Bonds of particular denominations and
similar amendments and modifications of a technical nature;
(f) to comply with any applicable requirements of the Trust Indenture Act of 1939, as from
time to time amended;
(g) to modify, alter, amend or supplement this Ordinance in any other respect which is
not materially adverse to the Bondholders or the Bank and which does not involve a change
described in clause (i ), (ii ), (iii) or (iv) of Section 12.03(a) hereof and which, in the judgment
of the Trustee (who may rely upon an opinion of Bond Counsel), is not to the material prej-
udice of the Trustee; and
(h) to provide any amendment necessary for uncertificated Bonds or coupons and bearer
Bonds or Bonds registered as to principal only
Before the Cities shall amend this Ordinance pursuant to this Section 12.02, there shall have
been delivered to the Trustee an opinion of Bond Counsel stating that such amendment is authorized
or permitted by this Ordinance and the Act, complies with their respective terms, will, upon the
adoption thereof, be valid and binding upon the Cities in accordance with its terms and will not
adversely affect the exemption from federal income taxation of interest on the Bonds, and the Trustee
may rely conclusively upon such opinion as to such matters.
Section 12.03. Amendments With Bondholder Consent.
(a) Except for any amendment adopted pursuant to Section 12.02 hereof, subject to the
terms and provisions contained in this Section 12.03 and not otherwise, the Cities may, from time
to time, with the consent of the Company and the Bank and the consent of Bondholders of not less
than 80% in aggregate principal amount of the Bonds then Outstanding adopt any supplemental Ordi-
nance deemed necessary or desirable by the Cities for the purposes of modifying, altering,, amending,
38
supplementing or rescinding, in any particular, any of the terms or provisions contained in this
Ordinance; provided, however, that, unless approved in writing by the Bank and the Bondholders
of all the Bonds then Outstanding, nothing herein contained shall permit, or be construed as penmit-
ting, (i) a change in the times, amounts or currency of payment of the principal of or interest
on any Outstanding Bond, a change in the terms of the purchase thereof by the Remarketing
Agent or the Trustee, or a reduction in the principal amount or redemption price of any Outstand-
ing Bond or the rate of interest thereon, or (ii) the creation of a claim or lien upon, or a pledge of,
the Net Rent under the Third Supplemental Agreement ranking prior to or on a parity with the
claim, lien or pledge created by this Ordinance (except as referred to in Section 10.04 hereof),
or (iii) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (iv) a
reduction in the aggregate principal amount of Bonds the consent of the Bondholders of which
is required for any such amendment or which is required, under Section 12.07 hereof, for any
modification, alteration, amendment or supplement to the Agreement..
(b) If at any time the Cities shall propose to adopt any Supplemental Ordinance for any
of the purposes of this Section 12.03, the Trustee shall cause notice of the proposed Supplemental
Ordinance to be given by Mail to all Bondholders owning Outstanding Bonds. Such notice shall briefly
set forth the nature of the proposed Supplemental Ordinance and shall state that a copy thereof is on
file at the office of the Trustee for inspection by all Bondholders.
(c) Within two years after the date of the first mailing of such notice, the Cities and the
Trustee may approve such Supplemental Ordinance in substantially the form described in such
notice, but only if there shall have first been delivered to the Trustee (i) the required consents, in
writing, of Bondholders and the Bank and (ii) an opinion of Bond Counsel stating that such
Supplemental Ordinance is authorized or permitted by this Ordinance and the Act, complies with
their respective terms and, upon the execution and delivery thereof, will be valid and binding upon
the Cities in accordance with its terms and will not adversely affect the exemption from federal
income taxation of interest on the Bonds, and the Trustee may rely conclusively upon such opinion
as to such matters.
(d) If Bondholders of not less than the percentage of Bonds required by this Section 12.03 shall
have consented to and approved the execution and delivery thereof as herein provided, no Bond-
holder shall have any right to object to the execution and delivery of such Supplemental Ordinance,
or to object to any of the terms and provisions contained therein or the operation thereof, or in any
manner to question the propriety of the execution and delivery thereof, or to enjoin or restrain the
Cities or the Trustee from adopting, executing and delivering the same or from taking any action
pursuant to the provisions thereof.
Section 12.04. E$ect of Supplemental Ordinance. Upon the execution and delivery of any Sup-
plemental Ordinance pursuant to the provisions of this Article XII,, this Ordinance shall be, and be
deemed to be, modified and amended in accordance therewith, and the respective rights, duties and
obligations under this Ordinance of the Cities, the Board, the Trustee, the Bank and all Bondholders
owning Bonds then Outstanding shall thereafter be determined, exercised and enforced under this
Ordinance subject in all respects to such modifications and amendments.
Section 12.05. Consent of Bank Required. Anything herein to the contrary notwithstanding, any
Supplemental Ordinance under this Article XII which affects any rights, powers, remedies, agree-
ments or obligations of the Bank under this Ordinance or the Agreement, or requires a revision
of the Letter of Credit shall not become effective unless and until the Bank shall have consented
to such Supplemental Ordinance. Written notice of any amendment of the Agreement and any
Supplemental Ordinance shall be furnished to the Bank, Moody's and S&P by the Trustee.
ARTICLE XIII
Miscellaneous
Section 13.01. Parties in Interest. Except as herein otherwise specifically provided, nothing in
this Ordinance expressed or implied is intended or shall be construed to confer upon any person,
firm or corporation other than the Cities, the Board, the Company, the Bank, the Trustee and the
Bondholders any right, remedy or claim under or by reason of this Ordinance, this Ordinance being
intended to be for the sole and exclusive benefit of the Cities, the Board, the Company, the Bank, the
Trustee and the Bondholders.
Section 13.42. Severability In case any one or more of the provisions of this Ordinance or of
the Agreement or of the Bonds issued hereunder shall, for any reason, be held to be illegal or invalid,
such illegality or invalidity shall not affect any other provisions of this Ordinance or of the Agree-
ment or of such Bonds, and this Ordinance and the Agreement and such Bonds shall be construed
and enforced as if such illegal or invalid provisions had not been contained herein or therein.
Section 13.03. No Personal Liability of Oj~cials of Cities or Board. No covenant or agreement
contained in the Bonds or in this Ordinance shall be deemed to be the covenant or agreement of any
official, officer, agent or employee of the Cities or Board in his individual capacity, and neither the
members of the Cities nor any official executing the Bonds shall be liable personally on the Bonds
or be subject to any personal liability or accountability by reason of the issuance thereof.
Section 13.04. Bonds Owned by Company. In determining whether Bondholders of the requisite
aggregate principal amount of the Bonds have concurred in any direction, consent or waiver under this
Ordinance, Bonds which are owned by the Company or by any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company (unless the Company
or such person owns all Bonds which are then Outstanding, determined without regard to this
Section 13.04) shall be disregarded and deemed not to be Outstanding for the purpose of any such
determination, except that, for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Bonds which the Trustee knows are so owned
shall be so disregarded. Bonds so owned which have been pledged in good faith (Bonds pledged to
secure the obligations of the Company to the Bank under the Reimbursement Agreement are deemed
to have been so pledged) may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee's right so to act with respect to such Bonds and that the pledgee is not
the Company or any person directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company In case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shaIl be full protection to the Trustee.
Section 13.05. Counterparts. This Ordinance may be executed in any number of counterparts,
each of which, when so executed and delivered, shall be an original; but such counterparts shall
together constitute but one and the same Ordinance.
Section 13.08. Governing Law. The laws of the State shall govern the construction and enforce-
ment of this Ordinance and of all Bonds issued hereunder; provided, however, that the administration
of the trusts imposed upon the Trustee by this Ordinance shall be governed by, and construed in
accordance with, the laws of the jurisdiction in which the Trustee has its Principal Office.
Section 13.07 Notices. Except as otherwise provided in this Ordinance, all notices, certificates,
requests, requisitions or other communications by the Issuer, the Company, the Trustee, the Paying
Agent, the Registrar, the Indexing Agent, the Remarketing Agent or the Bank pursuant to this
Indenture shall be in writing and shall be sufficiently given and shall be deemed given when
mailed by registered mail, postage prepaid, addressed as follows if to the Issuer, at Dallas-Fort
Worth Regional Airport Board, P.O. Drawer DFW, Dallas-Fort Worth Regional Airport, Texas 75281,
Attention Executive Director; if to the Company, P.O. Box 819818, Dallas-Fort Worth Regional Air-
port, Texas 75281-9818, Attention Treasurer; if to the Trustee, at 21 West Street, New York, New
York 10015, Attention: Corporate Trust Trustee Administration; if to the Registrar, the Indexing
40
Agent or the Remarketing Agent, at the address designated to the Trustee; and if to the Bank, to
the address designated in the Letter of Credit. Any of the foregoing may, by notice given hereunder
to each of the others, designate any further or different addresses to which subsequent notice's,
certificates, requests or other communications shall be sent hereunder, including without limita-
tion, telephonic, telex or other similar forms of notice.
Section 13.08. Business Days. If the date for making any payment or the last date for performance
of any act or the exercising of any right, as provided in this Ordinance, shall not be a Business Day,
such payment may be made or act performed or right exercised on the next succeeding Business Day,
with the same force and effect as if done on the nominal date provided in this Ordinance, and no
interest shall accrue for the period after such nominal date. '
Section 13.09. Sale o f the Bonds. The Bonds are hereby sold.. in accordance with- lav~+ and shall
be delivered to Goldman Sachs 8c Co., as representative for the initial purchasers thereof, for a price.
of 99.5 percent of the principal amount thereof, plus accrued interest (if any) to the date of-delivery,
as provided in, and subject to the terms and conditions of, the Contract of Purchase related thereto,
which is hereby approved.
Section 13.10. I{efund~ng of Prior Bond. Concurrently with the delivery of the' Bonds, the Cities
hereby call for redemption the Prior Bond and direct the giving of any and all notices and instructions
therefor. The Board is hereby authorized to have control of, and to undertake on behalf of the Cities,
any and all actions, directions and other steps necessary (including the transfer of moneys held in any
funds and accounts with respect to the Prior Bond) for the timely repayment in full of the Prior Bond.
41
Section 13.11. Repealer All orders, resolutions and ordinances, or parts thereof, inconsistent here-
with are hereby repealed to the extent of such inconsistency
ADOPTED AND CORRECTLY ENROLLED December 14, 1983.
Mayory C{ty of D , Texas- '.
ATTEST `
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C{ty Secretary, C{ty of DalIa~s, exas
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APPROVE>~AS TO FORM `"'~
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F°~,
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.. C{ty Attorney, {ty o f Da ,Texas
ADOPTED December 13, 1983.
ATTEST:
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1{ C'{ty Secreetary, C{ty~ : l~'ortWorth, Texas
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APP OVED'AS TO FORM AND LEGALITY
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C{ty,Attorney,,C{ty of Fort Worth, Texas
ACCEPTANCE OF TRUST
[SEAL]
,.
.Mayor, C{ty o f ort Worth, Texas
[SEAL]
The undersigned Trustee hereby accepts the trusts imposed by this Ordinance and agrees to
perform such duties hereunder, but only upon and subject to the express terms and conditions hereof.
f ~ ,, 1 r '~(r,
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;~ #~~ ,Attest: t~.,~
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ft~:ssestant Secretary
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THE BANK OF Nj~~y YORK
By:
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:
r 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 December 14, 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.
WITNESS MY HAND and seal of the City of Dallas, Texas, this December ~`~, 1983.
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C{t'y~S~e~rry;Cfty ,of Da11a4! T'exua
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THE STATE OF TEXAS ,- 'd=R.a:~~~'
COUNTY OF TARRANT ~z '! ~~;;h~. ~'
.lid'''
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. g 9o1f7 duly pre-
sented and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the Council
held on December 13, 1983, which ordinance is duly of record in the of&ce 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 the Official Seal of the City of Fort Worth, Texas, this December /3 ,
1983.
C#y Secretary, C . o~~or~',~;ortly Tex~a
t ~ ~ ~~~
a~ ~ : ~
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EXHIBIT A
(Form of Registered Bond )
A. Forms Generally The Bonds, the Registration Certificate of the Comptroller of Public Accounts
of the State of Texas, which may be omitted from the definitive printed Bonds, the Certificate of
Registration, and the form of Assignment to be printed on each of the Bonds, shall be substantially in
the forms set forth in this Exhibit A with such appropriate insertions, 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 of the American Bankers Association) and such legends and
endorsements (including any reproduction of an opinion of Bond Counsel) thereon as may, consistently
herewith, be established by the Issuer 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
thereof, with an appropriate reference thereto on the face of the Bond.
The definitive BQi3ds shall be printed, lithographed, or engraved, produced by any combination
of these methods, or produced in any other similar manner, all as determined by the o~cers executing
such Bond's. as evidenced by their execution thereof, but the initial Bond or Bonds submitted to the
Attorney General of Texas may 4be typewritten or photocopied or otherwise reproduced.
B. Form of Registered Bond.(._
DALLAS-FORT WORTH REGIONAL AIRPORT
AMERICAN AIRLINES SPECIAL FACILITIES
t , ` Revenue Bond
~ Series 1983
Registered Owner:
Principal Sum $
No. R-
The Cities of Dallas and Fort Worth (the "Cities"), municipal corporations organized under the
laws of the State of Texas (the "State" ), for value received, hereby promise to pay (but only out of
the Pledged Estate, as hereinafter defined), to the Registered Owner (named above) or registered
assigns (hereinafter the "Bondholder"), on November 1, 20(19 or if purchased on demand of the
Bondholder upon the presentation and surrender hereof as hereinafter set forth, the principal sum
(stated above) and interest on said principal sum from and including the date hereof until payment
of said principal sum has been made or duly provided for, at the rates and on the dates set forth
herein. This Bond shall be purchased on the demand of the Bondholder as hereinafter described. The
principal of this Bond is payable at the principal corporate trust office of The Bank of New York in
New York,,New York, as Trustee and Paying Agent (the "Trustee"), at the option of the Bondholder
The interest so, payable on any Interest Payment Date (as hereinafter defined) will, subject to certain
exceptions provided in` the Ordinance, be paid to the person in whose name this Bond is registered
at the close of business on the last Business Day (as hereinafter defined) of the calendar month
preceding the calendar month, in which such Interest Payment Date shall fall, or, if such day shall
not be a .Business Day, th'e next preceding Business Day (the "Record Date") Interest on this Bond
is payable by check drawn upoh the Paying Agent and mailed to the registered address of the Bond-
holder on the Interest Payment Date. Payment of the principal of and interest on this Bond shall be
in any coin or currency of the United States of America as, at the respective times of payment, shall
be legal tender for the' payment of public and private debts.
.i
This Bona is~ one of the duly authorized Dallas-Fort Worth Regional Airport American Airlines
Special Facilities Revenue Bonds, Series 1983 of the Cities, aggregating Fifty-six Million Dollars
($56,000,000) in principal amount (the "Bonds"), issued under and pursuant to the Constitution and
laws of the State, and a jointly adopted ordinance of the Cities known by the short title, "1983
American Airlines Special Facilities Bond Ordinance" (the "Ordinance" ), e$ective as of December 1,
44
1983, for the purpose of providing funds to acquire,. construct, fabricate and install certain Additional
Special Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities. In
the Ordinance, the Cities have jointly pledged their respective interests in certain moneys therein
described as the "Pledged Estate," which term includes the Net Rent to be derived by the Dallas-Fort
Worth Regional Airport Board (the "Board") under and pursuant to the terms of a certain American
Airlines Special Facilities Lease Agreement, dated as of October 1, 1972, as supplemented, between
the Board and American Airlines, Inc. (the "Agreement") The Additional Special Facilities will
include, among other things, terminal, hangar, flight kitchen and parking extensions and improvements
and a flight simulator and related equipment.
Any term used herein as a defined term but not defined herein shall be defined as in the
Ordinance.
Part I -Adjustable Rate Daily Demand Provisions
The provisions of this Part I shall apply from the date of issuance and delivery hereof to and
including, as indicated, the effective date of the Fixed Interest Rate (as described hereafter)
This Bond shall be purchased, on the demand of the Bondholder, on any Business Day at a
purchase price equal to the principal amount thereof. In order to exercise this option, the Bond-
holder is to give by irrevocable notice by telephone, telex or telegraph to the Trustee and the
Remarketing Agent no later than 11:00 A.M., New York City time, on a Business Day The Trustee
will pay in Federal Funds to the registered owner of such Bonds at 100 P.M., New York City
time, against receipt of this Bond at or before 100 P.M., New York City time, at the principal
corporate trust office of the Trustee or any agent of the Trustee designated for such purpose
in the City of New York, New York, provided that (i) this Bond conforms in all respects to the descrip-
tion thereof given in the Bondholder's notice, and {ii) this Bond is accompanied by an instrument of
transfer in form satisfactory to the Trustee, executed in blank by the Bondholder and with the
signature of the Bondholder guaranteed by a bank, trust company or member firm of The: New York
Stock Exchange, Inc.
The Cities have appointed Goldman Sachs & Co. as Remarketing Agent under the Ordinance.
The Company may remove or replace the Remarketing Agent.
The term "Business Day" shall mean a day of the year on which banks located in the city in
which the principal office of the Trustee is located and banks located in the city in which the principal
office of the Bank (as hereinafter defined) is located are not required or authorized to remain closed
and on which The New York Stock Exchange, Inc. is not closed.
Interest on the Bonds shall be paid on the first Business Day of each calendar month (an "Interest
Payment Date"), and shall be computed on the basis of a year of 385 or 386 days, as appropriate, for
the actual number of days elapsed, at the rates determined as specified in the Ordinance. Interest on
the Bonds shall first accrue from and including the date of the first delivery of fully executed and
authenticated Bonds to and including January 31, 1984, and, commencing February 1, 1984, inter-
est on the Bonds. shall accrue from and including the Interest Payment Date in each calendar month
to and including the day next preceding the Interest Payment Date in the following calendar month
(each such period being hereinafter called an "Interest Period").
Anything herein to the contrary notwithstanding, in no event shall the interest rate borne by the
Bonds exceed fifteen percentum (15%a) per annum.
In order to determine the Interest Index, the Issuer has appointed Kenny Information Systems,
a limited partnership in which Kenny Group, Inc. is the general partner, as Indexing Agent under
the Ordinance. The Cities may from time to time, with the approval of the Company, remove the
Indexing Agent and appoint a different nationally recognized municipal securities evaluation service
to serve as Indexing Agent.
45
The Company has caused to be delivered to the Trustee an irrevocable letter of credit (the "Letter
of Credit") of Security Pacific National Bank, Los Angeles, California (the "Bank"), which Letter of
Credit, unless previously extended by the Bank, will expire at the close of Bank's business on Decem-
ber 21, 1993 (except as otherwise provided on conversion to a Fixed Interest Rate as described
below) The Trustee shall be entitled under the Letter of Credit to draw up to (a) an amount suffi-
cient (i) to pay the principal of the Bonds, or (ii) to enable the Trustee to pay the purchase price
or the portion of the purchase price equal to the principal amount of the Bonds delivered to it for
purchase and not remarketed, plus (b) an amount equal to sixty-five (65) days' accrued interest on
the outstanding Bonds (i) to pay interest on the Bonds or (ii) to enable the Trustee to pay the
portion of purchase price of the Bonds delivered to it equal to the accrued interest, if any, on such
Bonds. At any time prior to the close of Bank's business on December 21, 1993, the Company may,
upon the conditions specified in the Ordinance, provide for the delivery to the Trustee of an irre-
vocable letter of credit other than the Letter of Credit.
In the manner and with the effect provided in the Ordinance, each of the Bonds may be redeemed
prior to maturity upon the occurrence of certain events as provided in the Ordinance, including
redemption in whole or in part at the direction of the Board pursuant to the direction of the Company
BONDS CALLED FOR AND SUBJECT TO REDEMPTION PURSUANT TO CERTAIN
PROVISIONS IN THE ORDINANCE MAY BE PURCHASED BY THE COMPANY ON THE
INTEREST PAYMENT DATE UPON WHICH SUCH BONDS WERE TO HAVE BEEN RE-
DEEMED AT APURCHASE PRICE EQUAL TO THE PRINCIPAL AMOUNT THEREOF BONDS
TO BE SO PURCHASED BY THE COMPANY WHICH ARE NOT DELIVERED TO THE
TRUSTEE UPON THE DATE UPON WHICH SUCH BONDS WERE TO HAVE BEEN RE-
DEEMED WILL BE DEEMED TO HAVE BEEN PURCHASED BY THE COMPANY, AND
THE COMPANY SHALL BE THE BONDHOLDER OF SUCH BONDS FOR ALL PURPOSES
UNDER THE ORDINANCE, WHEREUPON INTEREST ACCRUING AFTER SUCH INTEREST
PAYMENT DATE ON SUCH BONDS SHALL NO LONGER BE PAYABLE TO THE FORMER
BONDHOLDER THEREOF
Notwithstanding the above, the interest rate on this Bond shall be established at a fixed interest
rate (the "Fixed Interest Rate") upon the occurrence of certain events as described in the Ordinance.
PART II -Fixed Interest Rate Provisions
The provisions of this Part II shall apply from and after the effective date of the Fixed Interest
Rate.
Payment of interest on the Bonds shall be made on each May 1 and November 1 (a "Fixed
Interest Rate Interest Payment Date") Interest shall be computed on the basis of a 380-day year of
twelve 30-day months, and the Bondholder shall have no right to require purchase of this Bond by
the Trustee.
The ,Bonds shall be subject to redemption by the Board prior to maturity upon the occurrence
of certain events as provided in the Ordinance, including optional redemption at the direction of the
Company
PART III -General Provisions
The provisions of this Part III shall apply at all times from and after the date of issuance hereof.
The Bonds are equally and ratably secured, to the extent provided in the Ordinance, by the
pledge thereunder of the Pledged Estate.
As provided in the Ordinance, the obligations of the Cities to pay this Bond are limited to the
Pledged Estate and 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
48
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 moneys .from the Pledged Estate shall from time to time be on deposit.
The Bondholder shall never have the right to demand payment of this obligation out of any
funds raised or to be raised by taxation.
The transfer of this .Bond shall be registered upon the books kept at the principal corporate
trust office of the Registrar at the written request of the Bondholder or his attorney duly authorized
in writing; upon surrender of this Bond at said office, together with a written instrument of transfer
satisfactory to the Registrar duly executed by the Bondholder or his duly authorized. attorney
The Bonds are issuable only in the form of registered Bonds in the denomination of $100,000 each
or integral multiples thereof (except in the event of conversion to a Fixed Interest Rate, any replace-
ment Bonds may, at the election of the Company, be in the denomination of $5,000 and integral
multiples thereof)
Upon payment of any required tax or other governmental charge and subject to such conditions,
upon surrender at the principal corporate trust office of the Registrar, Bonds in the aggregate principal
amount of $100,000 (or $5,000 in the event of conversion to a Fixed Interest Rate and conversion
to $5,000 denominations at the election of the Company) or integral multiples thereof may, at the
option of the Bondholder, the exchanged for an equal aggregate principal amount of Bonds of any
authorized denomination.
If less than all of the Bonds at the time outstanding are to be called for redemption, the par-
titular Bonds. and $100,000 (or $5,000 in the event of conversion to a Fixed Interest Rate and con-
version to $5,000 denominations at the election of the: Company) units of Bonds to be redeemed shall
be selected by the Trustee, in such manner as the Trustee in its discretion may deem proper, in the
principal amounts designated to the Trustee by the Company or otherwise as required by the Ordi-
nance; provided, however, that if the Company shall have offered to purchase all Bonds then out=
standing and if less than all outstanding Bonds shall have been tendered to the Company for such
purchase, the Trustee, at the direction of the Company, shall select for redemption all Bonds which
shall not have been so tendered.
In the event any of the Bonds are called for redemption, the Trustee shall give notice, in the
name of the Board, of the redemption of such Bonds, which notice shall (i) specify the Bonds to
be redeemed, the redemption date, the redemption price and the place or places where amounts
due upon such- redemption will be payable (which shall be the principal corporate trust office of the
Trustee) and, if less than all of the Bonds are to be redeemed, the numbers of the Bonds, and the
portions of Bonds so to be redeemed, (ii) state any condition to such redemption, and (iii) state that
on the redemption date and upon satisfaction of any such condition the Bonds to be redeemed shall
cease to bear interest. Such notice shall be given by mailing a copy of the redemption notice by
registered or certified mail at least twenty (20) days prior to the date fixed for redemption to the
holders of the Bonds to be redeemed at the addresses shown on the registration books; provided,
however, that failure duly to give such notice by mailing, or any defect therein, shall not affect the
validity of any proceedings for the redemption of the Bonds.
If' a notice of redemption shall be unconditional,. or if the conditions. of a conditional notice of
redemption shall have been satisfied, then upon presentation and surrender of Bonds so called for
redemption at the place or places of payment, such Bonds shall be redeemed.
Any Bonds and portions of Bonds which have been duly selected for redemption and which are
deemed to be paid in a~ordance with the Ordinance shall cease to bear interest on the specified
redemption date and shall thereafter cease to be entitled to any lien, benefit or security under the
Ordinance.
The Bondholder shall. have no right to enforce the provisions of the Ordinance,. or to
institute action to enforce the covenants therein, or to take any action with respect to any default
47
under the Ordinance, or to institute, appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Ordinance.
With certain exceptions as provided therein, the Ordinance may be modified or amended only
with the consent of the holders of 60oJo in aggregate principal amount of all Bonds outstanding under
the Ordinance.
Reference is hereby made to the Ordinance and the Agreement, copies of which are on file with
tli~ Trustee, and to the Letter of Credit which is held by the Trustee, for the provisions, among
others, with respect to the nature and extent of the rights, duties and obligations of the Cities, the
Board, the Company, the Trustee, the Registrar, the Paying Agent, the Remarketing Agent, the
Indexing Agent, the Bank and the Bondholders. The Bondholder, by the acceptance hereof, is deemed
to have agreed and consented to the terms and provisions of the Ordinance, the Agreement and the
Letter of Credit.
The Cities, the Board, the Company, the Trustee, the Registrar and the Remarketing Agent may
deem and treat the person in whose name this Bond is registered as the absolute owner hereof for all
purposes, whether or not this Bond is overdue, and neither the Cities, the Board, the Company, the
Trustee, the Paying Agent, the Registrar nor the Remarketing Agent shall be affected by any notice
to the contrary
It is hereby certified, recited and declared that all acts, conditions and things required by the
Constitution and laws of the State to exist, to have happened and to have been performed, precedent
to and in the execution and delivery of the Ordinance and the issuance of this Bond, do exist, have
happened and have been performed in regular and due form as required by law
No covenant or agreement contained in this Bond or the Ordinance shall be deemed to be a
covenantor agreement of any o~cial, o~cer, agent or employee of the Issuer in his individual capacity,
and' neither the members of the Cities, nor any o~cial executing this Bond, shall be liable personally
on this Bond or be subject to any pernsonal liability or accountability by reason of the issuance or sale
of this Bond.
This Bond shall not be entitled to any right or benefit under the Ordinance, or be valid or become
obligatory for any purpose, until this Bond shall have been authenticated by the execution by the
Trustee, or its successor as Trustee, of the certificate of authentication inscribed hereon.
48
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 b~ the p ~~, ~.~ r
facsimile signature of its Mayor and countersigned by the facsimile signatures of its 6ity-~4~tto and c~ ~~~~~~
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 facsimile signature of its Mayor, countersigned by the
facsimile signature of its City Secretary, and approved as to form by its City Attorney
/s/
Mayor, City o f Dallas, T exas
COUNTERSIGNED
/s/
.(~~, City of Dallas, Texas
~rec Frnaacer/
s
/s/
City Secretary, City of Dallas, Texas Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
/s/
City Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM
/s/
City Attorney, City of FortWorth, Texas
C. Form of Registration Certificate of Comptroller of Public Accounts
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROLLER
OF PUBLIC ACCOUNTS
/ REGISTER NO.
THE STATE OF TEXAS J1
I HEREBY CERTIFY THAT this Bond has been examined, certified as to validity and approved
by the Attorney General of the State of Texas, and further that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
WITNESS my signature and seal of ofSce this
Comptroller of Public Accounts
. o f the State o f Texas
[SEAL]
49
D Form of Certificate of Authentication of Trustee.
CERTIFICATE OF AUTHENTICATION
This is to certify that this Bond is one of the Bonds described in the within-mentioned Ordinance.
THE BANK OF NEW YORK
Trustee
By
E. Form of Assignment.
ASSIGNMENT
Authorized Signature
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 an
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-
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.
Authorized Signatory
50
EXHIBIT B
COMPONENT ISSUE REGISTER
$56,000,000
Cities of Dallas and Fort Worth, Texas
Dallas-Fort Worth Regional Airport
American Airlines Special Facilities
Revenue Bonds, Series 1983
State of Connecticut
General Obligation Temporary Note
Industrial Development Authority of the County
of Gila, Arizona
Commercial Paper Notes Series A
(ASARCO Incorporated Project)
County of Los Angeles, California
1983 Short-Term Tax and Revenue Anticipation Notes
Municipal Assistance Corporation for the City of New York
(A Public Benefit Corporation of the State of New York)
Tax-Exempt Commercial Paper Obligation
Commonwealth of Massachusetts
Tax-Exempt Commercial Paper
Jacksonville Electric Authority, Florida
Tax-Exempt Commercial Paper
United Nations Development Corporation
(A Public Benefit Corporation of the State of New York)
Phase II Project
(Two UN Plaza )
Commercial Paper Notes
Hillsboro County (Florida )
Industrial Development Authority
Tax-Exempt Commercial Paper
(Tampa Electric Power Company Project)
Municipal Electric Authority of Georgia
Project One Short-Term Bond Anticipation Notes
General Resolution Short-Term Bond Anticipation Notes
State of Minnesota
Certificate of Indebtedness
Commercial Paper Series A
51