Loading...
HomeMy WebLinkAboutOrdinance 8687ELEVENTH SUPPLEMENTAL ORDINANCE CITY OF DAI.I.AS ()ItBf~1t~1~ NO. 17{~D~ .~ CITY OF FORS' WORTH O~2D 1FYA~iCE NO. $~8? 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 1982A, in the aggregate principal amount. of X157 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 provicng far 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 supplement•:ng the 1968 Regional Airport Concurrent Bond Ordinance and the. Supplemental Reg?onal.:,Arport Concurrent ;Bond...Ordnances which.,~authori~ed the issuance of outstanding bonds, providing for the deposit of the proceeds of the Series i982A 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 severabiiity• 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 Cities of Dallas and Fort Worth, by an ordina~-ice 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 su~sequentiy 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 and Series 1982 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 1988<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 cer`~ain requirements for the issuance of Additional Parity Bonds are rnet, 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 Ito the ;effect =that during peach Fiscal I'eFrwhile 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 Operation and i1~Iaintenance Expenses during ELEVENTH SUPPLEil~1ENTAL ORDINANCE each such Fiscal Year plus (2) an amount not less than 1 25 times the average annual principal and .interest :requirements of ail then o.utstandmg ,Bonds. and the ,proposed Additional Parity ., Bonds, WTHEREAS in accordance with the Contract and Agreement said City Councils have been z 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 unperative 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 `liy Article 6252=17 'V.A.C:S., as 'amend'ed. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS ARTICLE I TITLE, P~EaM$LES A~~rn ~aT~C~TIOI~r Section 1 1. SHORT TITLE This Ordinance may be cited by the short title, `Eleventh Supplemental Regional Airport Concurrent Bond Ordinance Section 1.2 ADOPTION OF PREAMBLES All of the declarations and findings contained in the preambles of tYus 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 A11 action heretofore taken (not inconsistent Ruth the pro- visions hereof) by the Cities, by the Board and. by the employees and officers of each dixected toward the Regional Airport and the issuance of the bonds herein authorized is hereby ratified, approved and confirmed. All<TICLE II ~DEFIl'~TITYOiYS :~~,~ c~r;sT3~Ii;CTi~0~T 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 ~~illy 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 ELEVENTH 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 1982A Bonds, Lnitially ,. designated as The First National Bank of Fort Worth, Fort Worth;. Texas. `COSTS OF THE 1982A PROJECT" shall mean tae Costs of the Airport related to the construction of the 1982A Project and the financing related thereto T• `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.. `196 ORDINANCE" shall mean and refer to the 1968 Regional Airport Concurrent Bond Ordinance passed- by the City Councils of the Cities., respectively on 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 Regicnal 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, 1975. `1977 ORDINANCE" shall mean and refer 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 April 5, 1978. `1982 ORDINANCE" shall mean and refer to the Tenth Supplemental Regional Airport Concurrent Bond Ordinance passed 'by the City Councils oaf the Cities on March 3 1982. `1982A PROJECT" shall mean those additional terminals, airfield facilities and related improvements- at the Airport conforming to the Master Plan to be constructed wi•t'~ part of the proceeds of the Series 19$2A 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 19 7 OA, authorized by the 1970A Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series ~19 7,1 .authorized by the .1971 Ordinance, the :Dallas-.F~rt worth Regional Airport Joint Revenue Bonds; Series 1971A, authorized by the 1971 A Ordinance, the Dallas-Fort Worth Regional Au~port Joint Revenue Bonds, Series 1972, authorized by the 1972 Ordinance, the 3 ELEVENTH SUPPLEMENTAL ORDINANCE Dallas-Fort Worth Regional Airport Joint Revenue Refunding Bonds, Series 19'76 authorized by the 1976 Ordinance, the Dallas-Font Worth -Regional Airport Joint Revenue Construction and Refunding Bonds;. Series 1977 authorized by the 1977 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds. Series 1978 authorized by the 1978 Ordi nonce, and the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982 authorized by the 1982 Orduiance. `PAYING AGENT" or `PAYING AGENTS shall mean with respect to the Series 1982A Bonds, The First National Bank of Fort Worth, Fart Worth, Texas, Mercantile National Bank at Dallas, Dallas, Texas, and Morgan Guaranty Trust. Company 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 19^r 0 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970 authorized by the 1970 Ordinance. `SER'I'ES~!1970A~,BONDS" shall amearr~the~~Dallas=Fort Worth Regional alizport 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 tiVorth 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 197? 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, authorized by the 1982 Ordinance. `SERIES 1982A BONDS shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A, herein authorized to be issued and sold. ARTICLE III THE 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 direct the issuance of the Dallas-Fort Worth Regional Airport. Joint Revenue Bonds, Series 1982A, in the age egate principal amount of X157 000 000 for the purpose of paying part of the Costs of the 1982A Project. 4 ELEVENTH SUPPLEMENTAL ORDINANCE Section 3.2. DATE, DENOMINATION AND' MATURITIES The Series 1982A Bonds shall be dated -November 1 1982, shall be in ahe denomination of .$5,000 each, shall consist of coupon bonds numbered in direct numerical- order from 1 through 31 400 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 .4monnts Yeas Amounts 1984 ,. $ 900,000 1992 $ 2,100,000 1985 1,000,000 1993 2,300,000 1986 1,100,000 1994 2 600,000 lgg7 1,200,000 1995 2,900,000 1988 1 400,000 1996 3,200 000 1889 1,500,000 1997 3,500,000 1990 1.,700,000 2002 19,000,000 1991 1,900,000 2012 110,700,000 ~Seetion~ 3.3 INTEREST. RATES PAYING AGEN?'S 2 A. The Series 1982A Bonds shall bear interest from their date to their stated maturities at the following rates. all bonds scheduled to mature in the year 1984 6.50% per annum:, all bonds scheduled to mature in the year 1985 ?:00% per annum, all bonds scheduled to mature in the year 1986 7.50% per annum, all bonds scheduled to mature in the year 1987 8:00% per annum, all bands scheduled to mature in tha year 1988 8.25% per annum, all bonds scheduled to mature in the year 1989 8.50% per annum, all bonds scheduled to mature in the year 1990 8.75% per annum, all bonds scheduled to mature in the year 1991 9 00% per annum, all bonds scheduled to mature in the year 1992 9.25% per annum,. all bonds 4cheduled to mature in the year 1993 9.50% per annum, all bonds scheduled to mature in the year 1994 9 75% per annum, :all .bonds. scheduled !to mature,,.in the ,.year 1995 10..04% per annum, all bonds scheduled to mature in the year 1996 10.10°Jo per annum, all bonds scheduled to mature in the year 1997 10.20% per annum, all bonds scheduled to mature in the year 2002 10.50% per annum, all bonds scheduled to mature in the year 2012 10.75% per annum, such interest to be evidenced by coupons payable on May 2, 1983 and senu-annually thereafter on each November 1 and May 1. B. The principal of the Series i982A 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 The First Nationa! Bank of Fort Worth, Fort Worth, Texas, or at the option of the holder at Mercantile National Bank at Dallas, Dallas, Testis or Morgan Guaranty Trust Company New York, New Yark, and if registered as to principal, the principal thereof shall be payable to the registered owner at the principal office of The First National Bank of Fort Worth, Fort Worth, Texas. 5 ELEVENTH SUPPLEMENTAL ORDINANCE Section 3 4. PRIOR REDEMPTION A. The 1982A 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 (°jo ) May 1 1992 -April 30; 1993 102 % May 1 1993 -April 30 1994 1011/2 Mai 1, 1994 -April 30 1995 101 May 1 1995 -April 30, 1996 1001/2 May 1, 1996 and thereafter 100 The bonds maturing November 1 2002 shall be redeemed prior to stated maturity in part by lot- -on November 1 n°-each 'of the years 19.98 '.through .2000 a-nd -:the -:Bonds maturing on November 1, 2012 shall be redeemed prior to stated maturity in part by lot on November 1 u1 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 uz a newspaper and a financial publication published m The City of New York, New York. A sunilar 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 1982A 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 1982A 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 1982A Bonds to be so redeemed, plus any applicable premium thereon, and accrued interest thereon Ito the date 'fixed for redemption. If the written notice .of .redemption is pub- lished, and if due provision for payment is made, all as provided above, the Series 1982A 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 far 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 1982A Bonds, including the form of Registra tion Certificate of the Com~ptroiler of Public Accounts of the State of Texas to be printed and endorsed on each Series 1982A 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 ELEVENTH SUPPLEMENTAL ORDINANCE (FORM OF BOND) UNITED STATES OF ,AMERICA STATE OF TEXAS COUNTIES OF DALLAS A~iD TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT JOINT REVENUE BOND SERIES 1982A 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 Texas, 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 earliei redemption of this bond at the rate of °Jo per annum, payable May 1, 1983 and semiannually thereafter on each November 1 and May 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 become due at The First National Bank of Fort Worth, Fort Worth, Texas, or at the option of the holder at Mercantile National Banl> at Dallas, Dallas, Texas or at Morgan Guaranty Trust Company New Yark, New Yark 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 on the bond registration books of the Cities kept by the Bond Registrar (hereinafter defined) without exchange or collection charges to the owner hereof, upon the presentation and surrender of this bond to The First National Bank of Fort Worth, Fort Worth, 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 P<rices~ ~(egpressed as percentages of the principal ,.amount) set forth below together with accrued interest to the redemption date Period during which redeemed Redemption (bosh dates inclusive) Price {%) May 1, 1992 through April 30 1993 102 May 1, 1993 through. April 30 1994 101 ~ May 1, 1994 through April 30 1995 101 May 1, 1995 through April 30, 1996 1001/2 May 1 1996 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 1998 through 200Q and the Bonds 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 Pram moneys requ2red 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. At least thirty (30) days before the date filed for any such redemption, the Dallas-Fort Worth Regional Airport Board (the `Board") acting on behalf of the Cities, shall cause a written 7 ELEVENTH SUPPLEMENTAL ORDINANCE 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 Iess 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 fined 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 nat 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 .sand I`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 and Series 1982 (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 November 1, 1982 of like tenor and effect, except as to number interest rate, maturity and right of prior redemption, numbered from 1 through 31,400 of the denomination of $5 000 each, aggregating $157 000,000, issued by the Cities for the purpose of paying part of the Costs of the 1982A Project, such term contemplating and relating to the construction of the improvements to the Dallas-Fort Worth Regional Airport, pursuant to the Eleventh 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 Worth defined in said Ordinance as `Senior Lien Bonds" Reference is made to the 1968 Ordinance, as supplemented, and the ordinance authoriz ing this series of bonds for the definition of Gross 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 Out standing Bands and the series of bonds of which this band 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 nghts 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 ELEVENTH SUPPLEl~1ENTAL 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 otherwise provided m the 1968 Ordinance, such sums shall be payable and col lectable 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 pavable 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 Cites kept by The First National Bank of Fort Worth, Fort Worth, 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 thereafter this bond may be transferred only upon a duly executed assignment in such form as shall be satisfactory to 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 representative. Notwithstanding the registration of this bond as to principal, the interest coupons appertaining 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 tag, 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 recrted 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 ELEVENTH SUPPLEMENTAL ORDINANCE IN W.ITNES5 WHEREOF the City Council of the City of Dallas, Texas, 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, Texas, 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. COUNTERSIGNED: 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 AS TO FORM AND LEGALITY' City Attorney City of Fort Worth, Texas (FORM OF COMPTROLLER'S CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS Thereby certify that this bond"has been examined, certified as to vahdity 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 aequired by law Witness my signature and seal this Comptroller of Public Accounts of (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 numbered bond to which this coupon appertains, the City of Dallas, Texas, and the City of Fort Worth, 10 ELEVENTH 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 The First National Bank of Fort Worth, Fort Worth, Texas;. or at the option of the holder at Mercantile National Bank at Dallas, Dallas, Texas or at Morgan Guaranty Trust Company New York, New York, without exchange or collection charges to the bearer hereof, the sum specified on this coupon in lawful money of the United States of America, for interest then due on the below numbered bond of the issue entitled `Dallas-Fort Worth Regional Airport Jomt Revenue Bonds, Series 1982A dated November 1, 1982. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Bond No. COUNTERSIGNED' Mayor City of Dallas, Texas City Auditor City of Dallas; Texas COUNTERSIGNED City Secretary City o f 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 REGISTRA'T'ION 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 bland 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 'blarik or his legal representative and this bond shall be transferable only on the band 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 Flolder Registration Signature of Registrar 11 ELEVENTH SUPPLEMENTAL ORDINANCE. ARTICLE IV .EXECUTION, APPROVAL, REGIS'~RATION, SALE AND DELIVERY OF SERIES i982A BONDS Section 4.1 METHOD OF EXECUTION Each of the Series 1982A 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 1982A 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 1982A Bonds. All facsimile signatures placed upon the Series 1982A Bonds 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 ameri'ded. Section 4.2 APPROVAL AND REGISTRATION The Board is hereby authorized to have control and custody of the Series 1982A 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 execute 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 1982A 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 1982A Bond and the seal of the Comptroller shall be impressed or printed or. lithographed thereon. The Chairman of the Board shall be further authorized to make such agreements with the purchasers of 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 43. A. THE SALE OF THE BONDS The Series 1982A Bonds are hereby sold in accordance with law and shall be delivered to the Underwriters (listed in Schedule I to the Underwriting Agreement dated November 17 1982) for whom Goldman, Sacli°s & Co., Blyth Eastman Paine Webber Incorporated, and Salomon Brothers, Inc are acting as managers, at the puce of $153,349 750 plus accrued interest on the Series 1982A Bonds from November 1, 1982 and less the cost, if any to said managers of providing immediately available funds for payment of such purchase price, 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 1982A Bonds to the purchasers thereof referred to in Section 4.3A above is hereby accepted, approved and authorized to be delivered in executed form to the said pur chasers. The Underwnting 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 Crty Auditor and approved as to form by the City Attorney The Underwriting Agreement shall be executed on behalf of the City of Fort Worth by the City Manager with its 12 ELEVENTH SUPPLEICIENTAL ORDINANCE corporate seal mspressed 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 RESERVE FUND From the proceeds from the sale of the Series 1982A Bonds, there shall be deposited to the Reserve Fund, m accordance with the requirements of the 1970 Ordinance, $20 000 000 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 1982A Bonds and the Outstanding Bonds. Section 5.2 CONSTRUCTION FUND Except as otherwise provided in Section 51, all proceeds derived from the sale of the Series 1982A 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 1982A Project {including interest accruing during construction on the Series 1982 Bonds and the Serves 1982A Bonds) m accordance with the 1968 Ordinance ,and Section 6.3 of this Ordinance, .arid •shall .be accounted .for and expended for said purposes at the times, in the order and as provided in the 1968 Ordinance. ARTICLE vT ADOPTION OF PROVISIONS OF CERTAIN ORDINANCES,. PLEDGE, INTEREST AND SINKING FUND Section 6.1. ADOPTION The Series 1982A 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 IT 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 1982A Bonds for all purposes, except to the extent herein after specifically modified or supplemented. Section 6.2. PLEDGE The principal of and the interest on the Series 1982A 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 tune to time be on deposit. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds, the Series 1982A Bonds and any other Bands 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, the 1978 Ordinance and the 1982 Ordinance, so long as any of the Series 1982A Bonds remaui outstanding and unpaid the Board shall transfer on or before the ist day of each month, from the Operating Revenue and Expense Fund (except for the amounts of (1) the accrued interest recezved from the i~urchasers of the Series 1982A Bonds and (2) the interest to come due on the Series 1982 Bonds and the Series 1982A Bonds deposited in the Construction Fund from the proceeds of the sale of such bonds, each of which will be transferred from the Construction Fund) to the Interest and Sinking Fund, after taking into account unexpended investment earnings on deposit m the Interest and Sinking Fund. 13 ELEVENTH SUPPLEMENTAL ORDINANCE A. beginning on December 1, 1982, in equal monthly installments an amount necessary to provide 1/5th of the amount of interest to become due on the Series 1982A Bonds on May 1 1983 and thereafter in equal monthly installments an amount necessary to provide 1J6th of the amount of interest to become due on the Series 1982A Bonds on Novem ber 1, 1983 and on each succeeding. interest payment date thereafter• $. beginning on October 1, 1983, for the Series 1982A Bonds maturing November 1 1984 to 1997 both inclusive, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1982A Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1984, through September 30 1997 and C. beginning on October 1, 1997 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. 1998 ~ 3,900,000 1999 4,300,000 2000 4,800,000 2002 6,000,000 2003 6,600,OOfl 2004 7,300,000 2005 8,200,000 2006 9,000,000 2007 10,100,000 2008 11,100,000 2009 12,300,000 2010 13,800,000 2011 15,200,000 2012 17,100,000 The sinking fund payments required by this sub-paragraph C may be used to purchase Series 1982A 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 Novem- ber 1 in each of the years 1998 through 2000, both inclusive, and in the year 2002, the Series i982A Bonds maturing on November 1, 2002 and on November 1 in each of the yeaz~ 2003 through 2012, both inclusive, the Series 198~LA Bonds maturing. on November 1, 2012 at the principal amount thereof and accrued interest to date of redemption or maturity without premium. If it shall be determined °that t'rie 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 1982A Bonds, the annual sinking fund payments required by this sub-paragraph C on account of the Series 1982A Bonds be 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 fox payment of the principal of and interest on the Series 1982A Bonds to The First National Bank of Fort tiVorth, Fort Worth, Texas, at least five (5) days Briar to the due dates and redemption dates. Said bank shall make timely transfers to the other Paying Agents. AR~'iCLE dII MISCELI,ANEO!US COYENAIyTS A~ PROVISIOl>1S Section 7~1. °USE`~F yBOND PRO'CEE'DS. A. The Cities covenant to and with the purchasers of the Series 1982A 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 bean reasonably expected on the date of delivery of such Bonds to and payment 14 ELEVENTH 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 1982A 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 statutes, regulations, published rulings and court decisions except possibly as provided by Section 103 (b) (13) of said Code, with respect to any Series 1982A Bond for any period during which such Bond is held by a person who is a substantial user of the 1982A Project, or by a `related person as defined in Sectiori`103(b) (6) (C)'~af'said Code. Section 7.2 COVENANT NOT TO IMPAIR. The Cities covenant that the Dallas-Fort Worth Regional Airport Use Agreement, entered into between the Board and various airlines, as amended by the Second Amendment, dated as of October 1, 1981, the Passenger Service Special Facilities Agreement, dated as of April 1, 1972, and the Capital Improvement Trust Account Agreement dated as o£ April 1 1972 as amended as of October 1, 1981, will not be amended, altered or rescinded in any manner so as to impair the rights or security of the holders of the Bonds. 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 vffi AMENDMENTS TO ORDINANCE This Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same.manner as prov~,ded.in the 1968 Ordinance for the amendment of the 1968 Ordinance. ARTICLE LY SEVERABII.ITY, REPEAL AND COUNTERPARTS Section 9 1. ORDINANCE IRREPEALABLE After any of the Series 1982A Bonds shall be issued, this Ordinance shall constitute a contract between the Cities and the Holder or Holders of the Series 1982A Bonds from time to time outstanding, and- this Ordinance shall be and remain irrepealable until the Series 1982A 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 unenforc~ 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 ELEVENTiI 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 ENROLLED NOVE;YIBER 17 19~ tSEALj ATTEST' City Secretary, City o f Dallas, Texas APPROVED AS TO FORM' (SEAL) ATTEST G~C' y Secretary, City of ort Worth, Texas APPR VED AS TO FARM AND LEGALITY' City Attorney City of Fort YVorth, Texas ~~ ~l..SAA,~,.' N` !'-' .` ` ~ Aim t ~ ~~ ~ ~ i «;~ ,~. ~ :. /. ~.-~ n l ,. ~~ ~-a'``te ~ ~ f ^_ Mayor ity of ~ ort orth, Texas .:.-~ _ , ~. M N ~' Y:A ~# ~ 4 1 1 ,i r~ Q ~ ~~\ ~~ r '" rs - ~, ~. r .y ~ ~ 1fi rasseQ 1VOVerIIAeT lb, l~ti"L. ELEVENTH 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 m regular meeting, November 17 1982 authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1982A m the aggregate p~rmcipai amount of X157 000,000 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 a ven, all as required by Vernon s Ann. Civ 5t. Article 6252-17 as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this 17th day of November 1982. ~SEAL~ THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTFI City Secretary City of Dallas,,,Texas r..~ ,~. ~ ~~~!AM ~~ w . .... /.' ~ ~ «. 1 f ~' 1 'Y t ~ ! 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. 8687 duly presented and passed'by the City Council of the City of 'Fort Worth, Texas, at a meeting held on November 16 1982 as same appears of record in the OfSce of the City Secretary 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon s Ann. Civ St. Article 6252 17 as amended. [r WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the 16th day of November 1982. City Secretary ity of F rt Worth; 1 ezas~ (SEAL -4 ~. ..,,,. f° f .., "~.~ 17 ~ ~ Cy' .. `Y~ -~W ~~ ~~" ` ~,. t ~: "