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HomeMy WebLinkAboutOrdinance 8531..- $- 2 _ 3-3-8~- -~ Q • 533- SS~~f ,. TENTH SUPPLEMENTAL ORDINANCE CITY OF DAd.Y.ASr~OcR~DIN CE NO.~ 4 J~ CITY OF FOIIT W ~J ORD~ INANCE NO. a(/ An ordinance passed concurrently by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, in the aggregate principal amount of $100,000,000, bearing interest at the rates specified, for the purpose of paying in part the cost of constructing, equipping and otherwise improving the jointly owned Dallas-Fort Worth Regional Airport of the Cities, providing for the form of said bonds and the coupons appertaining thereto, awarding the sale of such bonds to the purchasers thereof; authorizing the Dallas-Fort Worth Regional Airport Board to deliver said bonds as herein directed, providing that such bonds are on a parity with the outstanding Dallas- Fort Worth Regional Airport Joint Revenue Bonds heretofore issued, adopting pertinent provisions of and supplementing the 1968 Regional Airport Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of outstanding bonds, providing for the deposit of the proceeds of the Series 1982 Bonds into certain funds of the Joint Airport Fund, and directing that due observance of the covenants herein contained be made by the Board, providing methods of amending this ordinance., providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency WHEREAS, pursuant to applicable laws, including Art. 1269j-5.1 and 46d V.A.C.S., and a certain contract and agreement, dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Gities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968 (the "1968 Ordinance"), authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968 (the "Series 1968 Bonds"), and by ordinances passed concurrently and suibsequently authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, Series 1970A, Series 1971, Series 1971A, Series 1972, Series 1973, Dallas- Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, and Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, respectively, for the purpose of paying the costs of the Dallas-Fort Worth Regional Airport and for the purpose of refunding certain bonds issued pursuant to the 1968 Ordinance as supplemented, and WHEREAS, such subsequently issued bonds were issued in accordance with the terms of the 1968 Ordinance and on a parity with the Series 1968 Bonds, WHEREAS, said ordinances authorizing said outstanding bonds permit the issuance of Additional Parity Bonds for the purpose of improving, constructing, replacing or otherwise extending the Regional Airport provided that certain requirements far the issuance of Additional Parity Bonds are met, including a certification from an Airport Consultant concerning the anticipated revenues of the Regional Airport, and WHEREAS, all such requirements have been met, including the certification by an Airport Consultant to the effect that during each Fiscal Year while the outstanding Bonds and the proposed Additional Parity Bonds are scheduled to be outstanding, the estimated Pledged Revenues will be at least equal to (1) the estimated Operat,on and Maintenance Expenses during -; TENTH SUPPLEMENTAL ORDINANCE each such Fiscal Year, plus and interest requirements Bonds, (2) an amount not less than 1.25 times the average annual principal of all then outstanding Bonds and the proposed Additional Parity WHEREAS, in accordance with the Contract and Agreement said City Councils have been requested by the Dallas-Fort Worth Regional Airport Board to issue Additional Parity Bonds for the purpose of improving and extending the Regional Airport, and WHEREAS, it is deemed by said City Councils to be desirable, appropriate and necessary to issue such bonds; 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 pro- tection of the health, safety and morals of the citizens of each of the Cities and, as such, that this Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council, and the meetings were open to the public as required by law; and that public notices of the time, place, and purpose of said meetings were given as required by Article 6252-17, V.A.C.S., as amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CI'I`Y OF FORT WORTH, TEXAS ARTICLE I TITLE, PREAMBLES AND RATIFICATION` Section 1.1. SHORT TITLE This Ordinance may be cited by the short title, "Tenth Supplemental Regional Airport Concurrent Bond Ordinance" Section 1.2. ADOPTION OF PREAMBLES All of the declarations and findings contained in the preambles of this Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance. Section 1,3. RATIFICATION All action heretofore taken (not inconsistent with the pro- visions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Regional Airport and the issuance of the bonds herein authorized is hereby ratified, approved and confirnned. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1. ADOPTION OF DEFINITIONS The definitions set forth in Article II of the 1968 Ordinance are made a part hereof and shall be as fully effective as part of the subject matter of this Ordinance as if repeated in full herein. Section 2.2. ADDITIONAL DEFINITIONS In addition to the definitions set forth in the said 1968 Ordinance, the terms defined in this Section for all purposes of this Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments or documents appertaining hereto, except where the context by clear implication shall otherwise require, shall have the respective meanings herein specified as follows, to-wit: 2 TENTH SUPPLEMENTAL ORDINANCE "BOND REGISTRAR" shall mean the state or national bank charged with the responsi- bility of maintaining the bond registration books for the Series 1982 Bonds, initially desig- nated as National Bank of Commerce of Dallas, Dallas, Texas. "COSTS OF THE 1982 PROJECT" shall mean the Costs of the Airport related to the construction of the 1982 Project and the financing related thereto. "MASTER PLAN" shall mean and refer to the Airport's Master Plan of ]Development adopted on September 30, 1969, as amended from time-to-time, "1968 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, oa November 11, 1968 and November 12, 1968. "1970 ORDINANCE" shall mean and refer to the First Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. "1970A ORDINANCE" shall mean and refer to the Second Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 2, 1970. "1971 ORDINANCE" shall mean and refer to the Third Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on February 10, 1971. "1971A ORDINANCE" shall mean and refer to the Fourth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 23, 1971.. "1972 ORDINANCE" shall mean and refer to the Fifth Supplemental Regional Airport Con- current Bond Ordinance passed by the City Councils of the Cities on March 6, 1972. "1973 ORDINANCE" shall mean and refer to the Sixth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 1, 1973. "1976 ORDINANCE" shall mean and refer to the Seventh Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on October 20, 1976, as amended November 8, 1976. "1977 ORDINANCE" shall mean and re#er to the Eighth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on August 30, 1977 and August 31, 1977. "1978 ORDINANCE" shall mean and refer to the Ninth Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 4 and Apri15, 1978. "1982 PROJECT" shall mean those additional terminals, airfield facilities and related improvements at the Airport conforming to the Master Plan to be constructed with part of the proceeds of the Series 1982 Bonds. "OUTSTANDING BONDS" shall mean the outstanding Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, authorized by the 1970 Ordinance, the Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1970A, authorized by the 1970A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971, authorized by the 1971 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971A, authorized by the 1971A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Construction 3 TENTH SUPPLEMENTAL ORDINANCE and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance and the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 ordinance. "PAYING AGENT" or "PAYING AGENTS" shall mean with respect to the Series 1982 Bonds, National Bank of Commerce of Dallas, Dallas, Texas, The First National Bank of Fort Worth, Fort Worth, Texas and Morgan Guaranty Trust Company of New York, New York, New York. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "SERIES 1970 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, authorized by the 1970 Ordinance. "SERIES 1970A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1970A, authorized by the 1970A Ordinance. "SERIES 1971 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1971, authorized by the 1971 Ordinance. "SERIES 1971A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Reve- nue Bonds, Series 1971A, authorized by the 1971A Ordinance. "SERIES 1972 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance. "SERIES 1973 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1973, authorized by the 1973 Ordinance. "SERIES 1976 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, authorized by the 1976 Ordinance. "SERIES 1977 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977, authorized by the 1977 Ordinance. "SERIES 1978 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978, authorized by the 1978 Ordinance. "SERIES 1982 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982, herein authorized to be issued and sold. ARTICLE ffi TSE BONDS Section 3.1. AUTHORIZATION So as to protect the public safety and in order to pro- mote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas region, it is hereby declared necessary that the Cities issue, and the Cities hereby authorize and duect the issuance of the Dallas-Fort Worth .Regional Airport Joint Revenue Bonds, Series 1982, in the aggregate principal amount of $100,000,000, for the purpose of paying part of the Costs of the 1982 Project. _ Section 3.2. DATE, DENOMINATION AND MATURITIES The Series 1982 Bonds shall be dated March 1, 1982, shall be in the denomination of $5,000 each, shall consist of coupon bonds numbered in direct numerical order from 1 through 20,000, shall be registrable as to principal only and shall mature and become due and payable on November 1 in the years and in the amounts as follows: Years Amounts Years Amounts 1984 $ 540,000 1991 $ 1,045,000 1985 590,000 1992 1,165,000 1986 640,000 1993 1,305,000 198'! 700,000 1994 1,465,000 1988 770,000 2002 20,000,000 1989 845,000 2012 70,000,000 1990 935,000 4 '' TENTH SUPPLEMENTAL ORDINANCE Section 3.3 INTEREST RATES, PAYING AGENTS A. The Series 1982 Bonds shall bear interest from their date to their stated maturities at the following rates: all bonds scheduled to mature in the year 1984 8.25% per annum, all bonds scheduled to mature in the year 1985 8.50% per annum, all bonds scheduled to mature in the year 1986 8 ?5% per annum, all bonds scheduled to mature in the year 1987 9.25% per annum; all bonds scheduled to mature in the year 1988 9 75% per annum, all bonds scheduled to mature in the year 1989 10.25% per annum, all bonds scheduled to mature in the year 1990 10.75% per annum, all bonds scheduled to mature in the year 1991 11.25% per annum, all bonds scheduled to mature in the year 1992 11.50% per annum, all bonds scheduled to mature in the year 1993 11.75% per annum, all bonds scheduled to mature in the year 1994 12..00% per annum, all bonds scheduled to mature in the year 2002 13.25% per annum, all bonds scheduled to mature in the year 2012 13 50% per annum, such interest to be evidenced by coupons payable on November 1, 1982, and semi-annually thereafter on each May 1 and November 1. B. The principal of the Series 1982 Bonds, unless registered as to principal, and the interest thereon shall be payable to bearer in lawful money of the United States of America without deduction for exchange or collection charges at the principal office of National Bank of Com- merce of Dallas, Dallas, Texas, or at the option of the holder at The First National Bank of Fort Worth, Fort Worth, Teas or Morgan Guaranty Trust Company of New York, New York, New York, and if registered as to principal, the principal thereof shall be payable to the registered owner ~at the principal office of National Bank of Commerce of Dallas, Dallas, Texas. Section 3.4. PRIOR REDEMPTION A. The 1982 Bonds shall be redeemable at the election of the Cities from any available moneys other than moneys on deposit in the Interest and Sinking Fund, hereinafter described, on or after May 1, 1992 as a whole at any time, or in part by lot on any •interest payment date, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date Period during which redeemed Redemption (both dates inclusive) Price May 1, 1992 -April 30, 1993 1021/2 % May 1, 1993 -April 30, 1994 102 May 1, 1994 -April 30, 1995 1011/2 May 1, 1995 -April 30, 1996 101 May 1. 1996 -April 30, 1997 1001/2 May 1, 1997 and thereafter 100 The bonds maturing November 1, 2002 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1995 through 2000, and the Bonds maturing on November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1 5 TENTH SUPPI.EMEN t AL ORDINANCE in each of the years 2003 through 2011, from moneys required by Section 6.3C of this Ordinance to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. C. At least thirty (30) days before the date fixed for any such redemption, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be published at least once in a newspaper and a financial publication published in the City of New York, New York. A similar notice shall be mailed by the Board, postage prepaid, not less than 30 days prior to the redemption date, to the registered owner of each of the Series 1982 Bonds to be redeemed which is registered as to principal alone, addressed to such owner at the address appearing on the bond registration books maintained by the Bond Registrar, but failure to mail or receive such notice, or any defect therein or in the mailing thereof, shall not affect the validity of the proceed- ings for the redemption of such Series 1982 Bonds. By the date fixed for any such redemption, due provision shall be made with the Paying Agents for the payment of the principal amount of the Series 1982 Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If the written notice of redemption is published, and if due provision for payment is made, all as provided above, the Series 1982 Bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of receiving the funds so provided for such payment. Section 3.5. FORMS The form of the Series 1982 Bonds, including the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on each Series 1982 Bond, the form of the interest coupons to be attached thereto, and the form of the Band registration provision for registration as to principal alone, shall be respec- tively, substantially as follows, with such necessary and appropriate variations, omissions and insertions as permitted or required by this Ordinance, to-wit: 6 , TENTH SUPPLEMENTAL ORDINANCE (FORM OF BOND) UNITED STATES OF AMERICA STAVE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND SERIES 1982 NO. $5,000 On the 1st day of November, ,the Cities of Dallas and Fort Worth (herein collec- tively called the "Cities"), municipal corporations duly incorporated under the laws of the State of Tegas, for value received, hereby jointly promise to pay to bearer hereof, or, if this bond be registered as to principal, then to the registered owner hereof solely from the revenues and funds described herein, the principal sum of FIVE THOUSAND DOLLARS and to pay interest thereon from the date hereof to the maturity or earlier redemption of this bond at the rate of % per annum, payable November 1, 1982, and semiannually there- after on each May 1 and November 1. The principal of this bond, unless this bond be registered as to principal alone, and the interest coupons appertaining hereto shall be payable in lawful money of the United States of America upon surrender of this bond or the proper coupons, as they severally bearme due at National Bank of Commerce of Dallas, Dallas, Tegas, or at the option of the holder at The First National Bank of Fort Worth, Fort Worth, Tegas or at Morgan Guaranty Trust Company of New York, New York, IVew York, without exchange or collection charges to the bearer hereof. If this bond be registered as to principal, such principal shall be paid to the registered owner shown an the bond registration books of the Cities kept by the Bond Registrar (hereinafter defined), without exchange or collection charges to the awner hereof, upon the presentation and surrender of this bond to National Bank of Commerce of Dallas, Dallas, Texas. The bonds of this series shall be redeemable at the option of the Cities from any available moneys other than moneys on deposit in the Interest and Sinking Fund, on or after May 1, 1992 as a whole at any time, or in part by lot on any interest payment date, at the respective Redemption Prices (expressed as percentages of the principal amount) set forth below, together with accrued interest to the redemption date Period during tohich redeemed Redemption (both dates inclusiae) Price May 1, 1992 -April 30, 1993 102 ~ % May 1, 1993 -April 30, 1994 102 May 1, 1994 -April 30, 1995 1011/2 May 1, 1995 -April 30, 1996 101 May 1, 1996 -April 30, 1997 1C0?~2 May 1, 1997 and thereafter 100 The bonds maturing November 1, 2002 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 1995 through 2000, and the Bands maturing on November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1 in each of the years 2003 through 2011, from moneys required to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium. 7 TENTH SUPPLEMENTAL ORDINANCE At least thirty (30) days before the date fixed for any such redemption, the Dallas-Fort Worth Regional Airport Board (the "Board"), acting on behalf of the Cities, shall cause a written notice of such redemption to be published at least once in a newspaper and a financial publication published in the City of New York, New York. A similar notice shall be mailed by the Board, postage prepaid, not less than 30 days prior to the redemption date, to the registered owner of each of the bonds to be redeemed which is registered as to principal alone, addressed to such owner at the address appearing on the bond registration books maintained by the Bond Registrar, but failure to mail or receive such notice, or any defect therein or in the mailing thereof, shall not affect the validity of the proceedings for the redemption of such bonds. By the date fixed for any such redemption, due provision shall be made with the paying agents for the payment of the principal amount of the bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon to the date fixed for redemption. If the written notice of redemption is published, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest ~a,fter the date fixed for redemption, and they shall not be regarded as being out- standing except for the purpose of receiving the funds so provided for such payment. The bonds of this series are issued under and pursuant to the laws of the State of Texas and an ordinance passed concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the "1968 Ordinance") and, together with the outstanding Dallas- Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, Series 1970A, Series 1971, Series 1971A, Series 1972, the .Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 1976, the Dallas-Fort Worth Regional Airport Joint Revenue Construction and Refunding Bonds, Series 1977 and Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1978 (herein collectively called the "Outstanding Bonds") are equally and ratably secured by the revenues herein described. This bond is one of a duly authorized series of bonds dated March 1, 1982, of like tenor and effect, except as to number, interest rate, maturity and right of prior redemption, numbered from 1 through 20,000 of the denomination of $5,000 each, aggregating $100,800,000, issued by the Cities for the purpose of paying part of the Costs of the 1982 Project, such term contemplating and relating to the construction of the improvements to the Dallas-Fort Worth Regional Airport, pursuant to the Tenth Supplemental Regional Airport Concurrent Bond Ordinance adopted by the City Councils of said Cities supplemental to the 1968 Ordinance. For the purpose of providing for and securing the payment of the Outstanding Bonds and this series of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and operation of the Dallas-Fort Worth Regional Airport., Such Pledged Revenues will be on deposit from time to time in various funds created by the 1968 Ordinance and Ordinances supplemental thereto. Pledged Revenues are defined in the 1968 Ordinance to be the "Gross Revenues" of said Airport less the amount required to pay the Senior Lien Bonds mentioned next below The lien on the revenues securing this series of bonds and the Outstanding Bonds is subordinate to the lien securing outstanding bonds of the City of Fort Warth defined in said Ordinance as "Senior Lien Bonds." Reference is made to the 1968. Ordinance and the ordinance authorizing this series of bonds for the definition of Grass Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Outstanding Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of ,the rights, duties and obligations of each of the Cities, respectively, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. 8 TENTH SUPPLEMENTAL ORDINANCE As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/llths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and, except as in the 1968 Ordinance otherwise provided, such sums shall be payable and col- lectible solely from the funds in which Pledged Revenues shall from time to time be on deposit. The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth Regional Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not adequate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tax," and to devote the proceeds thereof to the purpose of operating and main- taining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordinance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount required from said tax for such purposes, all as specified in said Ordinance. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. This bond, until and unless registered as to principal, shall be transferable by delivery and, at the option of the bearer may be registered as to principal alone on the bond registration books of the Cities kept by National Bank of Commerce of Dallas, Dallas, Texas, or its successor as Bond Registrar, upon presentation hereof to the Bond Registrar, which shall make notation of such registration in the registration blanks provided on the back of this bond, and there- after this bond may be transferred only upon a duly executed assignment in such form as shall be satisfactory to the Bond Registrar, such transfer to be made on such bond registration books and endorsed hereon by the Bond Registrar Any transfer may be to bearer and thereby transferability by delivery shall be restored, but this bond shall again be subject to successive registration and transfers as before. The principal of this bond, if registered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal representa- tive. Notwithstanding the registration of this bond as to principal, the interest coupons apper- taining hereto shall remain payable to bearer and shall continue to be transferable by delivery For every transfer, the Bond Registrar may make a charge to the owner of this bond sufficient to reimburse it for any tax, fee, or governmental charge required to be paid with respect thereto. Registration of the principal of this bond shall not affect or impair the negotiability of this bond or the interest coupons appertaining thereto, which shall at all times be negotiable instruments within the meaning of the Texas Uniform Commercial Code. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist, and to be performed precedent to and in the issuance of this bond and the series of which it is one have been done, do exist and have been performed as so required. 9 TENTH SUPPLEMENTAL ORDINANCE IN WITNESS WxEBEOF, the City Council of the City of Dallas, Tegas, has caused the facsimile seal of that City to be placed hereon and this. bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Auditor; and the City of Fort Worth, Tegas, has caused the facsimile 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 and legality by its City Attorney, and each said City Council has caused. the attached coupons to be signed by the facsimile signatures of the Mayor and City Auditor of the City of Dallas and the Mayor and City Secretary of the City of Fort Worth. COUNTEBSICNED' Mayor, City of Dallas, Texas City Auditor, City of Dallas, Texas COUNTERSIGNED: Mayor, City of Fort Worth, Texas City Secretary, City of Fort Worth, Texas APPROVED A3 TO FORM AND LEGALITY' City Attorney, City of Fort Worth, Texas (FORM OF COMPTROLLER'S CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS I hereby certify that this bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas in accordance with his written approving certificate on file in my office, and that this bond has been by me this day registered as required by law Witness my signature and seal this Comptroller o f Public Accounts o f (SEAL) the State of Texas (FORM OF COUPON) No. $ ON THE 1st DAY OF unless due provision has been made for the redemption prior to maturity of the below numbexed µ bond to which this coupon appertains, the City of Dallas, Texas, and the City of Fort Worth, 10 TENTH SUPPLEMENTAL ORDINANCE Texas, jointly promise to pay to bearer, but solely out of the revenues specified and subject to the conditions :stated in said bond, at National Bank of Commerce of Dallas, Dallas, Texas, or at the option of the holder at The First National Bank of Fort Worth, Fort Worth, Texas or at Morgan Guaranty Trust Company of New York, New York, New York, withaut exchange or collection charges to the bearer hereof, the sum specified on this coupon in lawful money of the United States of America; for interest then due on the below numbered bond of the issue entitled "Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982", dated March 1, 1982. The balder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Bond No. .. COUNTE$STGNED' Mayor, City of Dallas, Texas City Auditor, City of Dallas, Texas COtnvT'EESIGNED: City Secretary, City of Fort Worth, Texas Mayor, City of Fort Worth, Texas {FORM OF CERTIFICATE OF REGISTRATION) (NO WRITING TO BE MADE HEREON EXCEPT BY THE REGISTRAR DESIGNATED FOR THIS SERIES OF BONDS) CERTIFICATE OF REGISTRATION iT IS HEREBY CERTIFIED that, at the request of the holder of the within bond, I have this day registered it as to principal in the name of such holder as indicated in the registration blank below, on the books kept by me for such purpose. The principal of this bond shall be payable only to the registered holder hereof named in the below registration blank or his legal representative and this bond shall be transferable only an the bond registration books kept by the Bond Registrar and by an appropriate. notation in such registration blank, If the last transfer recorded on said bond registration books and in the below registration blank shall be to bearer, the principal of this bond shall be payable to bearer and it shall be in all respects negotiable. In no case shall negotiability of the coupons attached hereto be affected by any registration as to principal. Date of Name of Registered Holder Registrotion Signature of Registrar 11 TENTH SUPPLEMENTAL ORDINANCE ARTIG?.E N EXECUTION, APPROVAL, REGISTRATION, SALE AND DELI~~RY OF SERIES 1982 BONDS Section 4.1. METHOD OF EXECUTION Each of the Series 1982 Bonds shall be signed and executed on behalf of the City of Dallas by the facsimile signature of its Mayor and counter- signed by the facsimile signature of its City Auditor, and the corporate seal of that City shall be impressed or printed or lithographed on each bond. Each of the Series 1982 Bonds shall be signed and executed on behalf of the City of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature. of its City Secretary; the same shall be approved as to form and legality by the facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or lithographed upon each bond. The respective signatures of the Mayor and City Auditor of the City of Dallas and of the Mayor and City Secretary of the City of Fort Worth shall be lithographed or printed upon the coupons attached to the Series 1982 Bonds.. Ail facsimile signatures placed upon the Series 1982 Bands and their coupons shall have the same effect as if manually placed thereon, all as provided in Article 717j-1, V.A.C.S., as amended. Section 4.2. APPROVAL AND REGISTRATION The Board is hereby authorized to have control and custody of the Series 1982 Bonds and all necessary records and proceedings pertain- ing thereto pending their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execrate such instruments as may be necessary to accomplish the delivery of said bonds and to assure the investigation, examination, and approval thereof by the Attorney General of the State of Texas and their registration by the State Comptroller of Public Accounts. Upon registration of the Series 1982 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall be requested to sign manually the Comptroller's Registration Certificate prescribed herein to be printed and endorsed on each Series 1982 Band and the seal of the Comptrnller shall be impressed or printed or lithographed thereon. The Chairman of the Board shall be further authorized to make such agreements with the purchasers of said bonds as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale at the earliest practicable date after the adoption of this Ordinance. Section 4.3. A. THE SALE OF THE BONDS The Series 1982 Bonds are hereby sold in accordance with iaw and shall be delivered to the Underwriters (listed in Schedule I to the Underwriting Agreement dated March 3, 1982) for whom Goldman, Sachs & Co., Merrill Lynch, Fierce, Fenner & Smith Incorporated, Blyth Eastman Paine Webber Incorporated, and Salomon Brothers Inc. are acting as managers, at the price of $97,410,000, plus accrued interest on the Series 1982 Bonds from March 1, 1982 to and through the day preceding the date of delivery and in accordance with the terms and conditions set forth in said Underwriting Agreement. B. UNDERWRITING AGREEMENT The Underwriting Agreement setting forth the terms of the sale of the Series 1982 Bonds to the purchasers thereof referred to in A above is hereby accepted, approved and authorized to be delivered in executed form to the said pur- chasers. The Underwriting Agreement shall be executed on behalf of the City of Dallas by the City Manager with its corporate seal impressed thereon, attested ~by the City Secretary, coun- tersigned by the City Auditor and approved as to form by the City Attorney The Underwriting W Agreement shall be executed on behalf of the City of Fort Worth by the City Manager with its 12 TENTH SUPPLEMENTAL ORDINANCE corporate seal impressed thereon, attested by the City Secretary, and approved as to form and legality by the City Attorney ARTICLE v DISPOSITION OF BOND PROCEEDS Section 5.1. From the proceeds from the sale of the Series 1982 Bonds, there shall be deposited to the Reserve Fund, in accordance with the requirements of the 1970 Ordinance, $7,578,406, an amount sufficient to cause the total amount in the Reserve Fund to be equal to not less than the average total annual deposits required for the payment of the principal of and interest on the Series 1982 Bonds and the Outstanding Bonds. Section 5.2. CONSTRUCTION FUND Except as otherwise provided in Section 5.1, all proceeds derived from the sale of the Series 1982 Bonds shall be deposited promptly upon the receipt thereof to the credit of the Construction Fund and said proceeds shall be used solely for the purpose of defraying a part of the Costs of the 1982 Project in accordance with the 1968 Ordinance and Section 6.3 of this Ordinance, and shall be accounted for and expended for said purposes at the times, in the order and as provided in the 1968 Ordinance. ARTICLE VI ADOPTION OF PROVISIONS OF CERTAIN ORDINANCE'S, PLEDGE, INTEREST AND SINKING FUND Section 6.1. ADOPTION The Series 1982 Bonds are authorized as "Additional Parity Bonds" as the terms are defined and as permitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance heretofore adopted, for purposes of this Ordinance, Section 2.2 of Article II and Articles V through XI, both inclusive, of the 1968 Ordinance, Sections 7.2 and 7.3 of the 1970 Ordinance, Sections 7.2 and 7 4 of the 1976 Ordinance and Sections 6.4 and 7.2 of the 1977 Ordinance are hereby adopted by reference and shall be applicable to the Series 1982 Bonds for ail purposes, except to the extent herein- after specifically modified or supplemented. Section 6.2. PLEDGE The principal of and the interest an the Series 1982 Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1982 Bonds and any other Bonds hereafter issued in accordance with the terms of the 1968 Ordinance. Section 6.3. INTEREST AND SINKING FUND In addition to all other amounts required by the 1970 Ordinance, the 1970A Ordinance, the 1971 Ordinance, the 1971A Ordinance, the 1972 Ordinance, the 1976 Ordinance, the 1977 Ordinance and the 1978 Ordinance, so long as any of the Series 1982 Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund (except for the amounts of (1) the accrued interest received from the purchasers of the Series 1982 Bonds and (2) the interest to come due on the Series 1982 Bonds deposited in the Construction Fund from the proceeds of the sale of such 'bonds, each of which will be transferred from the Con- struction Fund) to the Interest and Sinking Fund, after taking into account unexpended ~- investment earnings on deposit. in the Interest and Sinking Fund, 13 TENTH SUPPLEMENTAL ORDINANCE A. beginning on April 1, 1982, in equal monthly installments an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1982 Bonds on November 1, 1982 and on each succeeding interest payment date thereafter; B, beginning on October 1, 1983, for the Series 1982 Bonds maturing November 1, 1984 to 1994, bath inclusive, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1982 Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1984, through September 30, 1994, and C. beginning on October 1, 1994, and on the 1st day of each month thereafter through September 1, 2012, {exclusive of the twelve month period ending September 30, 2001, during which no payments need be made) for each twelve month period ending on September 30, 1/12 of the amounts indicated, as follows 1995 ~ $ 1,890,000 1996 2,150,000 199? 2,440,000 1998 2,770,000 1999 3,140,000 2000 3,560,000 2002 4,050,000 2003 3,715,000 2004 4,210,000 2005 4,785,004 2006 5,425,000 2007 6,150,000 2008 6,985,000 2009 7,930,000 2010 ..... 9,000,000 2011 10,210,000 ~~ ~~ 2012 11,590,000 The sinking fund payments required by this sub-paragraph C may be used to purchase Series 1982 Bonds as permitted in Section 7 4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem prior to stated maturity by lot or to pay at final maturity, on November i in each of the years 1995 through 2000, bath inclusive, and in the year 2002, the Series 1982 Bonds maturing on November 1, 2002 and on November 1 in eanh of the years 2003 through 2012, both inclusive, the Series 1982 Bonds maturing on November 1, 2012, at the principal amount thereof and accrued interest to date of redemption ar maturity without premium. If it shall be determined. that the annual transfers to the Interest and Sinking Fund required by this sub-paragraph C will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1982 Bonds, the annual sinking fund payments required by .this sub-paragraph C on account of the Series 1982 Bonds may Abe reduced in approximately equal amounts. Section 6.4. TRANSFERS TO PAYING AGENTS. The Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund far payment of the principal of and interest on the Series 1982 Bonds to National Bank of Commerce of Dallas, Dallas, Texas, at least five (5) days prior to the due dates and redemption dates. Said bank shall make timely transfers to the other Paying Agents. ARTICLE VII MIS(°~'t.i.aNF.OUS COVENANTS AND PROVISIONS Section 7.1. USE OF BOND PROCEEDS. A. The Cities covenant to and with the purchasers of the Series 1982 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which, if such use had been reasonably expected on the date of delivery of such Bonds to and payment 14 TENTH SUPPLEMENTAL ORDINANCE for such Bonds by the purchasers, would have caused such Bonds to be arbitrage bonds within the meaning of Section 103 (c) of the Internal Revenue Code of 1954, as amended, or any regulations or rulings pertaining thereto, and by this covenant the Cities are obligated to comply with the requirements of the aforesaid Section 103 (c) and all applicable and pertinent Department of the Treasury regulations relating to arbitrage bonds. The Cities further covenant that the proceeds of such Bonds will not otherwise be used directly or indirectly so as to cause all or any part of such Bonds to be or become arbitrage bonds within the meaning of the aforesaid Section 103 (c), or any regulations or rulings pertaining thereto. B. The Cities covenant to and with the purchasers of the Series 1982 Bonds that they will make no use of the proceeds of such Bonds at any time throughout the term of such Bonds which use is inconsistent with Section 103 (b) (4) of the Internal Revenue Code of 1954, as amended, and any regulations or rulings pertaining thereto, and would or will cause the interest to be paid on the Series 1982 Bonds to not be exempt from all present federal income taxes under existing sbatutes, regulations, rulings and court decisions except possibly as provided by Section i03(~b) (10) of said Code, with respect to any Series 1982 Bond for any period during which such Bond is held by a person who is a substantial user of the 1982 Project, or by a "related person" as defined in Section 103 (b) (6) (C) of said Code. Section 7.2. COVENANT NOT TO Worth Regional Airport Use Agreement, as amended ~by the Second Amendment, • Special Facilities Agreement, dated as o Account Agreement dated as of April 1, . amended, altered or rescinded in any m holders of the Bonds. IMPAIR. The Cities covenant that the Dallas-Fort entered into between the Board and various airlines, dated as of October 1, 1981, the Passenger Service f April 1, 1972, and the Capital Improvement Trust 1972, as amended as of October 1, 1981, will not be annex so as to impair the rights or security of the Section 7.3. OBSERVANCE OF COVENANTS The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Ordinance. ARTICLE VIII AMENDMF~VTS TO ORDINANCE This Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance. ARTICLE IX SEVERABILITY, REPEAL AND COUNTERPARTS Section 9 1. ORDINANCE IRREPEALABLE After any of the Series 1982 Bonds shall be issued, this Ordinance shall constitute a contract between the Cities and the Holder or Holders of the Series 1982 Bonds from time to time outstanding, and this Ordinance shall be and remain irrepealable until the Series 1982 Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made. Section 9.2. SEVERABILITY If any Section, paragraph, clause or provision of this Ordi- nance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforce- ability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. if any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unen- forceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this Ordinance not dependent directly for effectiveness upon the provision of the Contract and Agreement thus declared to be invalid and unenforceable. 15 TENTH SUPPLEMENTAL ORDINANCE Section 9.3. REPEALER All orders, resolutions and ordinances, or parts thereof, incon- sistent herewith are hereby repealed to the extent of any such inconsistency Section 9 4. COUNTERPARTS This Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect. PASSED AND CORRECTLY EN$OLI.ED MARCH 3, 1982. (SEAL ATTEST: id/ City Secretary, City of Dallas, Texas APPROVED As TO FORM: ttorney, City of alias, Texas ~.y Y ~ ~ .; 4' ~ w x. -~~ ~, ~ ~ ' ~~ ~~~ ' u ~ - Passed March 3, 1982. v~ (SEAL) ATTEST: ~u` ~Pr a City a etary, City of Fort Worth, Texas APPRO ED As TO FORM AND LEGALITY' ~~~~~~ City Attorney, City of Fort Worth, Texas 16 Mayor, City of Fort Worth, Texas ~'°~ `, ~'r 3~J j 4~y h ' ~ x 3 .~ :'~ ~ ~- ,~ ~ ~+ 4, ~~,*"~.` ~~ ~~~ ~ ~~ ~ ~J TENTH SUPPLEMENTAL ORDINANCE THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, ROBERT S. SLOAN, City Secretary of the City of Dallas, Texas, do hereby certify 1. That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, March 3, 1982, authorizing the issuance of Dallas-Fort Worth 13,egional Airport Joint Revenue Bonds, Series 1982 in the aggregate principal amount of $100,0{}0,000, which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ St. Article 6252-17, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this day of March, 1982. (SEAL THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH City Secretary, City of Dallas, Texas I, JACK W. GREEN, 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..~~~s~~uly presented and passed by the City Council of the City of Fort Worth, Texas, at a meeting held on March 3, 1982, as same appears of record in the Office of the City Secretary 2. That said meeting was open to the public, and public notice of the tune, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ St. Article 6252-17, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the day of March, 1982. (SEAL) Ci y ecretary, City of Fort Worth, Texas -~ -- ,,, w J +.~ ~ ~ A 1 ~ r h `„ M.~ _ _a ay r'^~ vv ~~~