HomeMy WebLinkAboutResolution 3490-05-2007CITY OF DALLAS RESOLUTION NO
CITY OF FORT WORTH RESOLUTION NO 3490-OS-2007
RESOLUTION APPROVING THE ISSUANCE AND SALE OF
DALLAS/FORT WORTH INTERNATIONAL AIRPORT FACILITY
IMPROVEMENT CORPORATION AMERICAN AIRLINES, INC.
REVENUE REFUNDING BONDS IF CERTAIN PARAMETERS ARE
MET; APPROVING DOCUMENTS RELATED THERETO• AND
RELATED MATTERS
WHEREAS, with the approval of the Cities of Dallas and Fort Worth (the `Cities"), the
Dallas/Fort Worth International Airport Facility Improvement Corporation (the "Issuer") was duly
incorporated and is a validly existing Texas nonprofit corporation pursuant to Chapter 22, Texas
Transportation Code, as amended, and
WHEREAS, the Issuer proposes to issue and sell its "Dallas/Fort Worth International Airport
Facility Improvement Corporation American Airlines, Inc. Revenue Refunding Bonds, Series 2007" (the
`Bonds") in an aggregate principal amount not to exceed $150,000,000, finally maturing no later than
2030, and having a net effective interest rate of not greater than 6.50% per annum, for the purpose of
providing all or a portion of the funds necessary to refund the Issuer's American Airlines, Inc. Revenue
Bonds, Series 1992 (the "Refunded Bonds") including, to the extent allowable and without linutation,
any interest on the Refunded Bonds accruing to the redemption date, and paying all or a portion of the
costs of issuance, if desired by American Airlines, Inc. (the "Company"); and
WHEREAS, the proceeds of the Refunded Bonds were used to finance for the Company's use
3rious improvements and additional airport facilities located at Dallas/Fort Worth International Airport
including, but not hmited to, various unprovements, expansions, renovations and equipping of terminals,
airtrans systems, hangars and maintenance facilities, training facilities and other items related thereto
(the "Project"); and
WHEREAS, the Articles of Incorporation of the Issuer require the approval of the Cities prior to
the consummation of the sale and delivery of any bonds, notes, or other form of debt instruments by the
Issuer, which approval must include approval of all agreements necessary and appropriate to the
issuance of bonds, notes and other forms of debt instruments by the Issuer and the specific uses, and the
methods of withdrawal and expenditure, of the proceeds of such obligations proposed to be issued by the
Issuer all of which aze to be stated and described in the proceedings approving such obligations; and
WHEREAS, it is the desire of the City Councils of the respective Cities to approve the issuance
and sale of the Bonds and to approve the "Facilities Agreement," `°Trust Indenture," `Bond Purchase
Agreement, `Guazanty" and "Escrow Agreement" (collectively the Agreements"), which Agreements
set forth the specific uses, and the methods of withdrawal and expenditure, with respect to the proceeds
ofthe Bonds; and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the `Code"),
requires that the Bonds and the Project be approved by the `applicable elected representative" (the
AER") after a public hearing following reasonable public notice; and
WHEREAS, the AER with respect to the Project is the Mayor of each City; and
WHEREAS, notice of a publrc hearing with respect to the Project and the Bonds held by a
;presentative of the Issuer on May 18, 2007 was published no less than 14 days before said date in The
Dallas Morning News and the Fort Worth Star-Telegram, each being a newspaper of general circulation
available to residents of the Cities; and
Resolution No 3490-OS-2007
WHEREAS, the duly appointed hearing officer of the Issuer held such public hearing on the date
,..nd at the time and place set out in such published notice, and conducted such hearing in a manner that
provided a reasonable opportunity for persons with differing views on the issuance of the Bonds and on
the Project to be heard, and
WHEREAS, the City Councils desire to (i) approve the sale and issuance of the Bonds, (ii)
confirm actions taken with respect to public hearing requirements for the Project, and (iu) authorize the
Mayors of each of the Cities to approve the Bonds and the Project as required by Section 147(fl of the
Code;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DALLAS THAT•
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCII, OF THE CITY OF FORT
WORTH THAT
Section 1 The "Facilities Agreement., `"Trust Indenture, `Bond Purchase Agreement,.
`Guaranty" and "Escrow Agreement" each in substantially the form and substance submitted herewith,
are hereby approved, in full compliance with the Issuer's Articles of Incorporation, and the Bonds are
hereby approved in the aggregate principal amount not to exceed $150,000,000, finally maturing no later
than 2030, and having a net effective interest rate of not greater than 6.50% per annum, for the purpose
of providing all or a portion of the funds necessary to refund the Refunded Bonds including, to the
extent allowable and without limitation, any interest on the Refunded Bonds accruing to the redemption
date, and paying all or a portion of the costs of issuance, if desired by the Company The Issuer is hereby
authorized to approve any changes to such documents that do not result in any material alteration of the
°rms thereof and do not in any material manner change the specific uses, or methods of withdrawal or
~penditure, of the proceeds of such Bonds. Any such amendments or modifications must be provided
prior to the execution thereof to the office of each City Attorney
Section 2. The City Councils of the respective Cities hereby authorize and approve the
Lssuance of the aforesaid Bonds, in one or more series, in the aggregate principal amount not to exceed
$150,000,000 and the refinancing of the Project, for the purposes of Section 147 of the Code, as
amended, the Cities shall have no liabilities for the payment ofthe Bonds nor shall any oftheir assets be
pledged to the payment of the Bonds. Additionally the City Council of each of the Cities hereby
authorizes its Mayor to approve the issuance of the Bonds and the use of the proceeds thereof for the
purpose of satisfying the requirements of Section 147 of the Code, as amended.
Section 3 'This Resolution shall be effective upon final approval by both the Cities of Dallas
and Fort Worth, Texas.
APPROVED AND ADOPTED BY THE DALLAS CITY COUNCIL this day of
2007
Resolution No 3490-OS-2007
APPROVED AND ADOPTED BY THE FORT WORTH CITY COUNCIL this 22nd day of
May , 2007
ATTEST•
~~
City Secretary,
City of Fort Worth, Texas
APPROVED AS TO FORM AND LEGALITY
~~~
City Attorney
City of Fort Wo Texas
Resolution No 3490-OS-2007
[SEAL]
APPROVED
CITY COU~'CBL
MAY 2 2 2007
~~~~
City Secretary of the
City of Fort Worth, Texas
Signature Page for City of Fort Worth Resolution
~ STATE OF TEXAS §
COUNTY OF DALLAS §
CITY OF DALLAS §
I, ,City Secretary of the City of Dallas, Texas, DO HEREBY CERTIFY that the
above and foregoing is a true and correct copy of a Resolution (and minutes pertaining to its adoption)
adopted by the City Council of the City of Dallas, Texas, on the day of , 2007,
approving the issuance and sale of Dallas/Fort Worth International Airport Facility Improvement
Corporation American Airlines, Inc. Revenue Refunding Bonds, Series 2007 and approving documents
related thereto which resolution ~s correctly enrolled in File No of the Records of the City
of Dallas, Texas.
I FURTHER CERTIFY that said Resolution was passed at a meeting held after written notice
thereof stating the date, hour, place and subject had been posted for more than seventy-two hours
preceding the day of the meeting at the City Hall on a bulletin board located at a place convenient to the
public, all in compliance with the provisions of Chapter 551 Texas Government Code, as amended.
WITNESS MY HAND AND SEAL OF THE CITY OF DALLAS, TEXAS, this the day of
2007
City Secretary City of Dallas, Texas
HE STATE OF TEXAS §
COUNTY OF TA~RRANT §
CITY OF FORT WORTH §
I, ,City Secretary of the City of Fort Worth, Texas, DO HEREBY CERTIFY that
the above and foregoing is a true and correct copy of a Resolution duly presented and passed by the City
Council of the City of Fort Worth, Texas, at a regular meeting held on the day of ,
2007, approving the issuance and sale of Dallas/Fort Worth International Airport Facility Improvement
Corporation American Airlines, Inc. Revenue Refunding Bonds, Series 2007 and approving documents
related thereto, as same appears of record in the office of the City Secretary
I FURTHER CERTIFY that said Resolution was passed at a meeting held after written notice
thereof stating the date, hour, place and subject had been posted for more than seventy-two hours
preceding the day of the meeting at the City Hall on a bulletin board located at a place convenient to the
public, all in compliance with the provisions of Chapter 551 Texas Government Code, as amended.
WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the day
of , 2007
City Secretary, City of Fort Worth, Texas
CERTIFICATE FOR RESOLUTION APPROVING THE ISSUANCE
AND SALE OF DALLAS/FORT WORTH INTERNATIONAL
AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN
AIRLINES, INC. REVENUE REFUNDING BONDS IF CERTAIN
PARAMETERS ARE MET; APPROVING DOCUMENTS RELATED
THERETO; AND RELATED MATTERS
THE STATE OF TEXAS §
COUNTIES OF TA~RRANT AND DENTON §
CITY OF FORT WORTH §
We, the undersigned officers of the City Council of the City of Fort Worth, hereby certify as
follows:
1 That said City Council convened in REGULAR MEETING ON THE 22t'iD day of May,
2007 at the City Hall, and the roll was called of the duly constituted officers and members of said City
Council, to-wit:
Mdce Moncrief
Salvador Espino
Chuck Silcox
Danny Scarth
Donavan Wheatfall
fungus Jordan
Carter Burdette
Kathleen Hicks
Wendy Davis
Mayor
Councilmember, District 2
Councihnember District 3
Councilmember, District 4
Councilmember, District 5
Councihnember, District 6
Councilmember, District 7
Councilmember, District 8
Councilmember, District 9
and all of said persons were present, except the following absentees: None, thus constituting a quorum.
Whereupon, among other business, the following was transacted at said Meeting: a written
RESOLUTION APPROVING THE ISSUANCE AND SALE OF
DALLAS/FORT WORTH INTERNATIONAL AIRPORT FACILITY
IMPROVEMENT CORPORATION AMERICAN AIRLINES, INC.
REVENUE REFUNDING BONDS IF CERTAIN PARAMETERS ARE
MET APPROVING DOCi:TMENT5 RELATED THERETO• AND
RELATED MATTERS
was duly introduced for the consideration of said City Council and read in fu1L It was then duly moved
and seconded that said Resolution be adopted; and, after due discussion, said motion, carrying with it the
adoption of said Resolution, prevailed and carried by the following vote:
AYES.
NOES.
ABSTENTIONS.
2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting
scnbed in the above and foregoing pazagraph is attached to and follows this Certificate; that said
,.resolution has been duly recorded in said City Council's minutes of said Meeting; that the above and
foregoing paragraph is a true, full, and correct excerpt from said City Council's minutes of said Meeting
pertaining to the adoption of said Resolution, that the persons named in the above and foregoing
pazagraph aze the duly chosen, qualified, and acting officers and members of said City Council as
indicated therein; and that each of the officers and members of said City Council was duly and
sufficiently notified officially and personally in advance, of the time, place, and purpose of the
aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said
Meeting, and each of said officers and members consented, m advance, to the holding of said Meeting
for such purpose; and 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 Chapter 551, Texas Government Code, as
amended.
SIGNED AND SEALED the
City Secretary, City of Fort Worth Mayor, City of Fort Worth
(SEAL)
Signature Page for City of Fort Worth Certificate of Resolution