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Home My WebLink AboutResolution 2631,~ ..=,r i A Resolution NO ~,(3 RESOLUTION APPROVING THE ISSUANCE AND SALE OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES, INC REVENUE REFUNDING BONDS IF SPECIFIED 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 Internafional Airport Facility Improvement Corporation American Airlines, inc Revenue Bonds (the `Bonds") in one or mare series in an aggregate principal amount not to exceed $440,000 000 finally maturing in not more than 35 years from the date thereof and having a net effective interest rate during the initial "Interest Rate Period" of not greater than 8 0 % per annum, for the purpose of providing the funds necessary to (i) refund the Issuer's American Airlines, Inc. Revenue Bonds, Series 1990 currently outstandvng in the aggregate principal amount of $393 000,000 (the "Refinanced Bonds"), (ii) refinance the costs of the Series 1990 Projects (as hereinafter described) and (iii) pay all or a portion of the costs of issuing the Bonds, and W] ~ + S the Series 1990 Projects consisted of various improvements and additional facilities located on the Dallas-Fort Worth International Airport, including but not limited to improvements, expansions, renovations and equipping of terminals, airtrans systems, hangars, maintenance facilities, training facilities and other items related thereto for use by American Airlines, Inc (the "Company") 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 are 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 " "Guaranty " `Bond Purchase Agreement," "Remarketing Agreement" and "Trust Deposit 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 and remarketing of such Bonds, and WHEREAS Section 147(fj of the Internal Revenue Code of 1986, as amended (the "Code"}, requires that the Bonds and the refinancing of the Series 1990 Projects 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 public hearing with respect to the refinancing of the Series 1990 Projects and the Bonds held by a representative of the Issuer on May 9 2000 was published no less than 14 days before said date in The Dallas Morning News and the Fort Worth Star Telegram, being a newspapers of general circulation available to residents of the Cities, and WHEREAS the duly appointed hearing officer of the Issuer held such public hearing on the date and 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 location and nature of the Series 1990 Projects 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 refinancing of the Series 1990 Projects, and (iii) authorize the Mayors of each of the Cities to approve the Bonds and the refinancing of the Series 1990 Projects as required by Section 147(f) 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 COUNCIL OF THE CITY OF FORT WORTH THAT Section 1 The "Facilities Agreement," "Trust Indenture " "Guaranty " "Bond Purchase Agreement," "Remarketing Agreement" and "Trust Deposit and Escrow Agreement" all in the form and substance submitted herewith, are hereby approved, in full compliance with the Issuer's Articles of Incorporation, and the Bonds in the aggregate principal amount not to exceed $440 000 000 to be issued in one or more series, finally maturing in not more than 35 years from the date thereof, and having an interest rate during the initial "Interest Rate Period" of not greater than $ 0 % per annum, may be issued for the following purposes. (i) to refund the issuer's American Airlines, Inc. Revenue Bonds, Series 1990 currently outstanding in the aggregate principal amount of $393 000 000 (the "Refinanced Bonds") (ii) to refinance the costs of the Series 1990 Projects (as heretofore described) and (iii) to pay all or a portion of the costs of issuing the Bonds. The Issuer is hereby authorized to approve any changes to such documents that do not result in any material alteration of the terms thereof and do not in any manner change the specific uses, or methods of withdrawal or expenditure, of the proceeds of such Bonds. Any such amendments or modif cations must be provided prior to the execution thereof to the office of each City Attorney 1.` Section 2. The City Councils of the respective Cities hereby authorize and approve the issuance of the aforesaid Bonds, in one or more series, in the aggregate principal amount not to exceed $440 000,000 and the refinancing of the Series 1990 Projects and such approval shall be solely for the purposes of Section 147 of the Code, as amended, and shall have no liabilities for the payment of the Bonds nor shall any of its 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 Cade, 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 FORT WORTH CITY COUNCIL this 9th day of May 2000 ,z+ ~. _ r~ ~°~ rl ~' ,~~,, ~.; ~ ~ Mayor City of Fort Worth, Texas f ~./ '~, ~ R xl~ K T~` ~~ ~F ~~ /~1 ~ ~l °" City of Fort' Worth, Texas APPROVED AS TO FORM AND LEGALITY ~~~~~ City Attorney City of Fort Worth, eras AFP~~W~Q CITE ~~~S~G~1. M,AY y ?000 k~~ Ci~T 8ecxettn et Me iiq of ~ crt @4 e~ lbxaa CERTIFICATE FOR RESOLUTION APPROVING THE ISSUANCE AND SALE • OF DALLAS-FORT WORTH INTERNATIONAL AIRPORT FACILITY IMPROVEMENT CORPORATION AMERICAN AIRLINES, INC. REVENUE BONDS • THE STATE OF TEXAS COUNTIES OF TARRANT 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 9th day of May 2000 at the City Hall, and the roll was called of the duly constituted officers and members of said City Council, to-wit. Kenneth Barr Mayor Ralph McCloud, Mayor Pro Tem Gloria Pearson, City Secretary Chuck Silcox, Councilmember Clyde Picht, Councilmember Jeff Wentworth, Councilmember Becky Haskin, Councilmember Jim Lane, Councilmember Wendy Davis, Councilmember Frank Moss, Councilmember and all of said persons were present, except the following absentees. 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 DOCUMENTS RELATED THERETO• AND RELATED MATTERS was duly introduced for the consideration of said City Council and read in full It was then duly moved and seconded that said Resolution be adopted, and, after due discussion, said motion, carrying with it the adoption o~f,,saAi~dlResolution, prevailed and carried by the following vote AYES /~ `~ ~`?72c.(;t~iu~, Ccwr~c-~ ~~~ ~~-e~~ ~~, ~~ a~~PZ~nJ, `7~1-era-, Q~,a-a~~t!~~ NOES. `~'~~~ ABSTENTIONS L".o-w-~t,L `7n,~nz,~.P,,, !,~%t'~ 2. That a true, full, and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph 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 d(w300/71002 :ODMA~iHODht AW al I as;362077;1 OS/Ol/OO:J:59PM Meeting pertaining to the adoption of said Resolution, that the persons named in the above and . foregoing paragraph are 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, in 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 ~ oZQ.D(7 ~~ ~~~ City Secretary City of Fort Worth Mayor City of Fort Worth ~~ ~ ~'~' (SEAT') ,~/ ~-'^ %'~ ~, ~.: ~~ ~' i,f ~{ (~~ ~ s Fr r ~~ ! ~. ~ ~; ~ ~! ,~ ~ ~~ ~Ay~~ ~~ ~~ ,* ,~* • ~~ ~ - ors, Scgnature Page for City of Fort Worth Certificate of Resolutcon •