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HomeMy WebLinkAboutOrdinance 6673 t 1972 REGIONAL AIRPORT PASSENGER SERVICE SPECIAL FACILITIES BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT PASSENGER SERVICE SPECIAL FACILITIES REVENUE BONDS, SERIES 1972 $37,500,000 Adopted by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS Effective as of May 1, 1972 CITY OF DALLAS ORDINANCE No. 13650 CITY OF FORT WORTH ORDINANCE No. 6673 AN ORDINANCE ADOPTED CONCURRENTLY by the City Councils, respectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Passenger Service Special Facilities Revenue Bonds, Series 1972, in the aggregate principal amount of $37,500,000, for the purpose of acquiring, constructing, fabricating and installing Passenger Service Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities; providing for the security for and payment of said bonds from the Net Rent received under a certain Passenger Service Special Facilities Agreement pertaining to the operation of said facilities; providing that the same shall not be payable from taxation; providing the form, terms and conditions of such bonds and the manner of their execution; containing covenants and commitments regarding the payment of said bonds; the acquisition and construction of said facilities, and regarding transfers of airport properties; providing other details concerning such bonds, said Agree- ment and said Airport; providing for the deposit of certain of the proceeds of such bonds into the Passenger Service Special Facilities Acquisition and Construction Fund of the Joint Airport Fund under and subject to the control of the Dallas-Fort Worth Regional Airport Board; authorizing said Board to see to the delivery of said bonds as herein directed and directing that due observance of the covenants herein contained be made by the Board to the extent such covenants are performable by it; providing and describing events of default and the consequences thereof; providing a method of amending this Ordinance; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. WHEREAS, the Cities of Dallas and Fort Worth have heretofore determined that the present commercial aviation and airport facilities of the Cities, specifically Love Field Airport (hereinafter called and defined as "Love Field") of the City of Dallas and Greater Southwest International Airport (hereinafter called and defined as "GSIA") of the City of Fort Worth, are wholly inadequate to meet the foreseeable commercial aviation needs of the citizens of the Cities and the residents and citizens of the entire North Central Texas Region; and WHEREAS, the Cities have further found and determined that the most effective economic and efficient means of providing needed airport facilities is the construction and equipment of a centrally located airport for the Cities, and to that end by an agreement entitled and hereinafter defined as the "Contract and Agreement," the Cities continued, expanded and further defined the powers and duties of the Dallas-Fort Worth Regional Airport Board (hereinafter defined as the "Board") theretofore created; created the Joint Airport Fund of the Cities; and provided for the construction and operation of an airport known presently as the "Dallas-Fort Worth Regional Airport" (hereinafter called the "Airport"); and WHEREAS, in the exercise of their lawful authority, the Cities have obtained and will obtain in the future funds for the purpose of the construction, development and equipment of the Airport in both its first and subsequent phases; and WHEREAS, the Airport, when it becomes operational, will become the major hub, primarily passenger and commercial cargo, airport for the metropolitan area of Dallas and Fort Worth and the entire North Central Texas Region and in that regard will contain many separately identifiable systems, complexes and facilities, each of which separately constitute but a part of the Airport as a whole, and all of which are and will be functionally relative and essential to the proper functioning of the others; and WHEREAS, it has been found and determined by the Board in accordance with its lawful duties acting on behalf of the Cities that it is essential, appropriate and necessary to the proper and orderly functioning of the Airport for its public purposes that adequate, well-planned, and major facilities (hereinafter defined as and called the"Passenger Service Facilities") to consist of equipment, fixtures, finishes and appurtenances of the following type, to-wit: passenger moving and baggage handling equipment and conveyances; floor, ceiling and wall coverings and interior partitions; electrical and plumbing fixtures,outlets, fixed-equipment and utilities in or as a part of the Airport's terminal structures; aircraft loading bridges and ways connected or affixed to said terminal structures, including alter- nate airside stairways; ticketing and passenger waiting facilities, furniture and fixtures within the terminal structures; terminal structure public address equipment and facilities, passenger control and terminal communications systems; terminal structure interface connections with the inter-terminal transportation system of the Airport, and graphics and visual flight display facilities, be established, constructed and equipped at the Airport for the public using the Airport, all as a part of the Airport's essential and necessary systems and facilities; and WHEREAS, the funds with which to construct and develop the Airport have been and will be obtained under the authority expressed, reserved and recited in a certain Ordinance adopted jointly by the Cities, effective as of November 12, 1968, and bearing the short title "1968 Regional Airport Concurrent Bond Ordinance" (hereinafter called "1968 Con- current Bond Ordinance"); and WHEREAS, among other rights reserved therein and subject to its other terms,Section 8.7 of the 1968 Concurrent Bond Ordinance reserves to the Cities, when requested by the Board, the right, power and authority to issue Special Facility Bonds for the purpose of paying all costs of construction of Special Facilities (as therein defined); and WHEREAS, it has also been determined necessary and appropriate by the Board that the Passenger Service Facilities be financed as Special Facilities, within the meaning of the 1968 Concurrent Bond Ordinance, through the issuance of the Special Facility Bonds hereinafter described, and the Board has requested the Cities to issue bonds as such and for such purposes, and, in accordance with the procedures and provisions described and provided in the Contract and Agreement, the Board has executed a certain Passenger Service Special Facilities Agreement (hereinafter defined as and called the "Facilities Agreement"), dated as of April 1, 1972, with American Airlines, Inc., Braniff Airways, Incorporated, Continental Air Lines, Inc., Delta Air Lines, Inc., Eastern Air Lines, Inc., Frontier Airlines, Inc., Ozark Air Lines, Inc., and Texas International Airlines, Inc., as Lessees, the Facilities Agreement and all of its terms and provisions being hereby adopted by reference and incorporated herein for all purposes; and WHEREAS, the Board, as permitted by law and by the Contract and Agreement, further considers it appropriate and necessary in the public interest to have the Passenger Service Facilities operated for and on behalf, but under and subject to its jurisdiction and control, and to the jurisdiction and control of the Cities under the Contract and Agreement, by the Lessees as set forth in the Facilities Agreement; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this Ordinance relates are matters of imperative public need and necessity in the protection of the health, safety and morals of the citizens of each of the Cities and, as such, that this Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council; and 2 WHEREAS, as to each respective City Council, it has been found and determined and it is hereby found and determined that the meeting at which this Ordinance is adopted is open to the public as required by law and that notice of time, place and purpose of said meeting was given and posted in accordance with the requirements of Article 6252-17, Vernon's Texas Civil Statutes, 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 CITY OF FORTH WORTH, TEXAS: ARTICLE I Title, Findings and Ratification Section 1.1. SHORT TITLE. This Ordinance may be cited by the short title "1972 Regional Airport Passenger Service Special Facilities Bond Ordinance." Section 1.2. FINDINGS. All of the declarations and findings contained in, recited or repeated in the preambles of this Ordinance and in the preambles of the Facilities Agree- ment are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance and are adopted by the Cities as true and proper determinations and findings of the Cities. Section 1.3. RATIFICATION. All actions heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the bonds herein authorized, expressly including the authorization, execution and delivery of the Facilities Agreement by the Board are hereby ratified, approved, confirmed, accepted and adopted. ARTICLE II. Definitions and Construction Section 2.1. DEFINITIONS. In and throughout this Ordinance, the following words and expressions shall have the following meanings, respectively, to-wit— (a) "Airport" means the Dallas-Fort Worth Regional Airport, as aforesaid. (b) "Board" means the Dallas-Fort Worth Regional Airport Board, as aforesaid. (c) "Bonds" means the Series 1972 Bonds, all of which are Special Facility Bonds within the meaning of the 1968 Concurrent Bond Ordinance. (d) "Cities" means collectively the municipal corporations and political bodies and subdivisions of the State of Texas known as the City of Dallas,in the County of Dallas, and the City of Fort Worth, in the County of Tarrant, and such term shall also be deemed to include and refer to, in all appropriate respects, any successor political body, authority or subdivision if the Airport shall ever be transferred thereto as permitted by Section 9.3 hereof. (e) "City Council" or "City Councils" means in each instance the governing body as from time to time constituted of each of the Cities or the plural thereof shall mean and refer to the governing bodies of both of the Cities. (f) "Contract and Agreement" means that certain agreement entitled "Contract and Agreement," entered into actually on April 23, 1968, but effective as of April 15, 1968, by and between Dallas and Fort Worth, which by its terms continues, expands, 3 and further defines the powers and duties of the Board, creates the Joint Airport Fund, as herein defined, and provides for the construction and operation of the Airport. (g)"Costs of the Passenger Service Facilities"means all of the following applicable items relating to the Passenger Service Facilities, as presented and contemplated in Section 8.7 of the 1968 Concurrent Bond Ordinance, and enumerated in paragraph O of Section 2.1 thereof, to-wit: (i) expenses and costs for labor and payment to architects and engineers and to contractors, builders, suppliers, fabricators, and materialmen in connection with preparing, constructing, and otherwise acquiring, equipping, fabricating, replacing, extending and improving any part or the whole of the Passenger Service Facilities, and the costs of machinery, furnishings and equipment used in connection therewith, and costs of restoration of property damaged or de- stroyed in connection with acquisition, construction, fabrication or installation; (ii) the cost of indemnity and fidelity bonds, if any, to secure the deposits of any moneys relating to the Passenger Service Facilities in any fund or account within the Joint Airport Fund of the Board and any costs relating to any litigation of any nature or kind which relates to the Passenger Service Facilities and which the Board is required to either prosecute or defend; (iii) expenses necessary or incidental to determine the feasibility or practi- cability of acquiring,constructing,fabricating or installing the Passenger Service Facilities or any part thereof and the fees and expenses of any engineers, architects or other professional persons or consultants for the purpose of making studies and estimates of costs and revenues and other estimates in relation thereto, or the issuance of the Series 1972 Bonds and the fees and expenses for any professional services in connection therewith; and (iv) expenses of administration properly chargeable to the acquisition, con- struction, fabrication or installation of the Passenger Service Facilities, insur- ance premiums, legal expenses and fees, financing charges, costs of audits, and of preparing and issuing the Series 1972 Bonds and all other items of expenses not elsewhere in this paragraph specifically mentioned and which are related to the Passenger Service Facilities, the financing of the costs thereof, and the placing of the same in operable or usable condition, and other expenses incident to such acquisition, construction, fabrication or installation, including interest, and the expenses of the Paying Agent, during construction. (h) "Dallas" means the City of Dallas, Texas. (i) "Director of Engineering" means that person who shall from time to time be in charge of the Board's Engineering Department. (j) "Director of Finance" means the Director of Finance of the Board. (k) "Executive Director" means the chief administrative and executive officer of the Board as described and required by the Contract and Agreement. (1) "Event of Default" means any of the events stated in Section 10.1 hereof as events of default. (m) "Facilities Agreement" means the agreement with the Lessees described in the preambles hereof. (n) "Fort Worth" means the City of Fort Worth, Texas. (o) "Ground Rent" means the rent payable to the Board under Section 4.1 of the Facilities Agreement. 4 (p) "Holder" when used in conjunction with the Bonds or coupons appertaining to the Bonds,means the person in possession and the apparent owner of the designated item. (q) "Independent Accountant" means any Certified Public Accountant or firm of Certified Public Accountants, or both as determined by the Board, duly licensed to practice and practicing as such under the laws of the State of Texas, appointed and paid by the Board, who is, in fact, independent and not under the dominion of the Board or the Cities. (r) "Investment Securities" means any of the securities from time to time permit- ted by the agreement with the Treasurer to be utilized by him as security for the funds of the Board on deposit with him (except personal bonds), and additionally includes any time deposits or certificates of deposit of any State Bank or National Banking Association which are themselves secured by any of the above and foregoing. (s) "Joint Airport Fund" means the master fund by that name created by the Cities for the purpose of accurately and adequately recording and accounting for the ownership, operations and properties to the joint venture of the Cities evidenced by the Contract and Agreement,all as described and provided in Section 17 of the Contract and Agreement. (t) "Lessees" means the Lessees under the Facilities Agreement named in the preambles hereof. (u) "Net Rent" means the rent payable to the Board under Section 6.6 of the Passenger Service Facilities Agreement and herein pledged to the payment of the Bonds. (v)"1968 Concurrent Bond Ordinance" means the Ordinance described and referred to by that name in the preambles hereof. (w) "Passenger Service Facilities" means the properties, facilities, structures and equipment to be acquired, constructed, fabricated and installed in, on or as a part of the respective Terminal Structures in accordance with the Facilities Agreement and acquired with the proceeds of the Series 1972 Bonds, and defined as such therein and listed in the preambles hereof. (x)"Passenger Service Facilities Bond Interest and Sinking Fund"means the fund by that name created in Section 7.2 of this Ordinance and constituting a part of the Joint Airport Fund. (y) "Passenger Service Facilities Net Rent Clearance Fund" means the fund by that name created in Section 7.2 of this Ordinance and constituting a part of the Joint Airport Fund. (z) "Passenger Service Facilities Bond Reserve Fund" means the fund by that name created in Section 7.2 of this Ordinance and constituting a part of the Joint Airport Fund. (AA) "Passenger Service Facilities Acquisition and Construction Fund" means the fund by that name created in Section 5.2 of this Ordinance and constituting a part of the Joint Airport Fund. (BB) "Paying Agent" or "Paying Agents," with respect to the Bonds, means the Continental National Bank of Fort Worth, Fort Worth, Texas; the Oak Cliff Bank & Trust Co., Dallas, Texas; and the Morgan Guaranty Trust Company of New York, New York, New York. (CC) "Pledged Revenues" means the revenues specified in Section 7.1 hereof and therein pledged to the payment of the Bonds. 5 (DD) "Refunding Bonds" ineans any bonds issued for the purposes authorized under Section 8.1 hereof. (EE) "Series 1972 Bonds" means the series of Bonds authorized in Article III hereof. (FF)"Treasurer" means the duly designated Treasurer for the Board and the Joint Airport Fund as described and contemplated in the Contract and Agreement. Section 2.2. CONSTRUCTION AND EFFECT OF COVENANTS. This Ordinance, ex- cept where the context hereof 'by clear implication shall otherwise require, shall be construed and applied as follows: (a) Definitions include both singular and plural. (b) Pronouns include both singular and plural and cover all genders. (c)Any percentage of Bonds,for the purposes of this Ordinance, shall be computed on the basis of the unpaid principal amount thereof outstanding at the time the computation is made or is required to be made hereunder. (d) None of the covenants herein shall ever impose, or be construed as imposing, a liability or obligation on the part of the Cities, or either of them, or the Board, either (i) to pay the principal of or interest on any Bonds out of any funds derived by taxation; or (ii) to pay the Bonds out of the "Gross Revenues" of the Airport, as defined in the 1968 Concurrent Bond Ordinance. (e) All covenants contained herein which require the performance of an affirma- tive,common or joint act with respect to the Airport,the Passenger Service Facilities or the Bonds shall be performed, on behalf of the Cities acting jointly, by the Board, and from and after the effective date of this Ordinance, the Board shall be obligated to undertake and perform each and every such covenant and this Ordinance shall constitute a directive and order to the Board to that effect. (f) All covenants contained herein requiring the Cities to pay the principal of and the interest on Bonds shall be joint, and not several, obligations, and all such obliga- tions shall be payable and collectible solely from Pledged Revenues, such revenues being owned in undivided interests by Dallas (to the extent of 7/11ths thereof) and by Fort Worth (to the extent �jf 4/11ths thereof); and each, and every holder of Bonds shall by his acceptance thereof consent and agree that no claim, demand, suit or judgment for the payment of money, shall ever be asserted, entered or collected against either City individually, except out of said funds and exceeding in the case of Dallas an amount equal to 'hiths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/11ths of the total amount asserted or demanded. (g) In the event of a transfer of the Airport to another political body or political subdivision, as permitted by Section 9.3 hereof, the governing board of such political body,when operating the Airport under and subject to the provisions of this Ordinance, shall be obligated to perform all of the covenants and duties hereof imposed upon the Cities themselves or upon the Cities acting through the Board, and shall be authorized to exercise the rights reserved herein to the Cities or to the Board in such manner as may be appropriate and consistent with its usual and customary methods of exercising similar rights in other instances so long as the method or methods utilized do not impair or defeat the substantive purposes of this Ordinance. (h) Nothing in this Ordinance shall be deemed or construed to prohibit the Cities or the Board from financing, acquiring, constructing, installing and equipping any Special Facilities for the Airport of any type considered by the Board to be necessary 6 or desirable in connection therewith under the 1968 Concurrent Bond Ordinance through the issuance of Special Facility Bonds therefor payable from lease agree- ments with any parties,including the Lessees or any of them, and expressly including the right to acquire, construct, fabricate and install (original or replacement) other Passenger Service Facilities or facilities of a type similar thereto and in any locations at the Airport, and either within or without its Terminal Structures, as defined in the Facilities Agreement, or any part thereof, through the execution of other agree- ments with other parties, or the Lessees, or any or all of them. ARTICLE III Series 1972 Bonds Section 3.1. AUTHORIZATION. (a) For the purpose of providing funds with which to pay the Costs of the Passenger Service Facilities, as contemplated by the Facilities Agreement, it is hereby declared necessary that the Cities authorize and issue, and the Cities hereby authorize and direct the issuance of, "Dallas-Fort Worth Regional Airport Passenger Service Special Facilities Revenue Bonds, Series 1972," (hereinabove defined as the "Bonds"or the "Series 1972 Bonds"), in the aggregate principal amount of$37,500,- 000,payable both as to principal and interest solely out of Pledged Revenues, as described, defined and pledged herein. (b) The Series 1972 Bonds are and shall be "Special Facility Bonds," issued under the authority reserved to the Cities in Section 8.7 of the 1968 Regional Airport Concurrent Bond Ordinance and pursuant to the authority granted the Cities under and by virtue of Article 1269j-5.1, Article 1269j-5.2., Article 46d, and other applicable provisions of Vernon's Texas Civil Statutes, as amended. Section 3.2. DATE, DENOMINATION, MATURITIES AND INTEREST RATES. The Series 1972 Bonds shall be dated May 1, 1972, shall be in the denomination of $5,000 each, shall consist of 7500 Bonds numbered in direct numerical order from 1 through 7500, and shall mature and become due and payable serially on November 1 in each of the years and in the amounts and bearing interest per annum from their date to their stated maturity or earlier redemption as follows, to-wit: Years Amounts Maturing Rate of Interest 1978 $ 130,000 6.00% 1979 230,000 6.00% 1980 530,000 6.00% 1981 730,000 6.00% 1982 830,000 5.50% 1983 880,000 5.35% 1984 940,000 5.50% 1985 1,040,000 5.60% 1986 1,090,000 5.70% 1987 1,140,000 5.80% 1988 1,250,000 5.90% 1989 1,300,000 5.95% 1990 1,400,000 6.00% 1991 1,510,000 6.00% 1992 1,560,000 6.05% 1993 1,720,000 6.10% 1994 1,820,000 6.15% 1995 1,920,000 6.20% 1996 2,030,000 6.25% 1997 2,180,000 6.25% 1998 2,340,000 6.25% 1999 2,500,000 6.25% 2000 2,650,000 6.25% 2001 2,810,000 6.25% 2002 2,970,000 6.25% 7 Interest at such rates shall be evidenced by coupons initially attached to each said Bond payable on November 1, 1972, and semi-annually thereafter on each May 1 and November 1. Section 3.3. PAYING AGENTS. Both the principal of and the interest on the Series 1972 Bonds shall be payable to bearer in lawful money of the United States of America without deduction for exchange or collection charges at the offices of the Paying Agents. Section 3.4. PRIOR REDEMPTION. (a)Those Series 1972 Bonds maturing on and after November 1, 1988, shall be subject to redemption for any purpose prior to their respective maturities,at the option of the Cities,in whole,or in any part in inverse order of maturities, and by lot within a maturity, on November 1, 1987, and on any interest payment date thereafter for a price equal to the principal amount of each such Bond so redeemed and accrued interest thereon to the redemption date. (b) 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 or financial publication published in,the City of New York, New York. 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 1972 Bonds to be so redeemed, plus 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 1972 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 for any purpose except for the purpose of receiving the funds so provided for such payment. Section 3.5. FORM. The form of the Series 1972 Bonds,including the form of Registra- tion Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on each Bond, and the form of the interest coupons to be attached thereto, shall be, respectively, substantially as follows, to-wit: (FORM OF SERIES 1972 BONDS) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT PASSENGER SERVICE SPECIAL FACILITIES REVENUE BOND SERIES 1972 NO. $5,000 On the 1st day of November, ...., the Cities of Dallas and Fort Worth(herein collectively 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, solely from the revenues and funds described herein, the total 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,evidenced by initially attached coupons payable November 1, 1972, and semi-annually thereafter on each May 1 and November 1. Both principal and interest 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 Continental National Bank of Fort Worth, Fort Worth, Texas, or at Oak Cliff Bank & Trust Co., Dallas, Texas, or at Morgan Guaranty Trust Company of New York, New York, New York, paying agents, without exchange or collection charges to the bearer hereof. The bonds of this series maturing on and after Nobember 1, 1988, shall be redeemable prior to maturity in whole, or in part in inverse order of maturities, and by lot within 8 a maturity, at the option of the Cities, on November 1, 1987, or on any interest payment date thereafter, for a redemption price equal to the principal amount of the bonds thus redeemed plus accrued interest to the date fixed for redemption. If bonds shall be redeemed pursuant to this paragraph, then written notice of such redemption shall be given in the manner specified in the Ordinance of the Cities authorizing this series of 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 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 after the date fixed for redemption, and shall not be regarded as being outstanding for any purpose except for the purpose of receiving the funds so provided for such payment. This bond is one of a duly authorized issue of bonds, dated May 1, 1972, numbered from 1 through 7500, of the denomination of $5,000 each, aggregating $37,500,000, issued by the Cities for the purpose of providing funds for the purpose of acquiring,constructing, fabricating and installing Passenger Service Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities. For the purpose of providing for the issuance of this series of bonds and securing the payment thereof, the Cities have jointly adopted a certain ordinance known by the short title as the "1972 Regional Airport Passenger Service Special Facilities Bond Ordinance," and therein have jointly pledged their respec- tive interests in certain moneys therein defined as "Pledged Revenues," which term includes certain net rents to be derived by the Dallas-Fort Worth Regional Airport Board (the "Board") under and pursuant to the terms of a Passenger Service Special Facilities Agreement, dated as of April 1, 1972, between the Board and various certificated public air carriers serving and served by said Airport. Said Pledged Revenues, including said net rent, will be on deposit from time to time in various funds created and confirmed in and pursuant to the 1972 Regional Airport Passenger Service Special Facilities Bond Ordinance, and are unconditionally and irrevocably/committed and pledged to the purposes specified for said funds including the payment of this series of bonds. Reference is made to the 1972 Regional Airport Passenger Service Special Facilities Bond Ordinance and to said Passenger Service Special Facilities Agreement for a further description of Pledged Reve- nues and said net rent, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities, the rights and remedies of bondholders in the event of default thereunder, and further rights of the holders of this series of bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1972 Regional Airport Passenger Service Special Facilities Bond Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/iiths of the total amounts thereof, and in the case of Fort Worth 4/liths of the total amount thereof, and such sums shall be payable and collectible solely from the funds in which Pledged Revenues shall from time to time be on deposit. 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. 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, the adoption of the 1972 Regional Airport Passenger Service Special Facilities Bond Ordinance and the execu- tion and delivery of said Passenger Service Special Facilities Agreement have been done, do exist and have been performed as so required. 9 IN WITNESS WHEREOF, the! City Council of the City of Dallas, Texas, has caused the seal of that City to be impressed, printed or lithographed hereon and this bond to be signed 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 seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form by its City Attorney; 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 by the Mayor and City Secretary of the City of Fort Worth. /s/------------------------------ Mayor, City of Dallas, Texas COUNTERSIGNED: /s/------------------------------- City Auditor, City of Dallas, Texas /s/------------------------------ Mayor, City of Fort Worth, Texas COUNTERSIGNED: /s/-------------------------- ----- City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM: /s/- - ----- ----------- - City Attorney, City of Fort Worth. Texas (f'ORM OF COUPONS) NO. $ 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, 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 Continental National Bank of Fort Worth, Fort Worth, Texas, or at Oak Cliff Bank & Trust Co., Dallas, Texas, or at Morgan Guaranty Trust Company of New York, 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 Passenger Service Special Facilities Revenue Bonds, Series 1972," dated May 1, 1972. 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. /s/--------------------------- COUNTERSIGNED: Mayor, City of Dallas, Texas /s/---------------------------- — - City Auditor, City of Dallas, Texas COUNTERSIGNED: /s/------------------------------ - Mayor, City of Fort Worth, Texas /s/-------------- ---------- ----- City Secretary, City of Fort Worth, Texas 10 (FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. 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 /s/------------------------------ Comptroller of Public Accounts of the State of Texas [SEAL] ARTICLE IV Execution, Approval, Registration, Sale and Delivery of Series 1972 Bonds Section 4.1. METHOD OF EXECUTION. Each of the Series 1972 Bonds shall be signed and executed on behalf of Dallas by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Auditor, and the corporate seal of that City shall be impressed, printed or lithographed on each bond. Each of the Series 1972 Bonds shall be signed and executed on behalf of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary; the same shall be approved as to form by the City Attorney of the City, and its corporate seal shall be impressed,printed or lithographed upon each Bond.The respective signatures of the Mayor and City Auditor of Dallas and of the Mayor and City Secretary of Fort Worth shall be lithographed or printed upon the coupons attached to the Series 1972 Bonds. All facsimile signatures placed upon the Bonds and their coupons shall have the same effect as if manually placed thereon, all as provided in Article 717j, Vernon's Texas Civil Statutes, as amended. Section 4.2. APPROVAL AND REGISTRATION. The Board is hereby authorized to have control and custody of the Series 1972 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman, 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 the 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 1972 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 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 the 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. 11 Section 4.3. SALE, PURCHASE CONTRACT APPROVAL. (a) The Series 1972 Bonds are hereby sold in accordance with law and shall be delivered to the underwriters thereof, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and F. S. Smithers & Co., Inc., are acting as managers, for a price of plus interest from the date of the Series 1972 Bonds accrued to the date o delivery thereof, and subject to the other terms and conditions set forth in the below mentioned Contract of Purchase. (b) The Contract of Purchase setting forth the terms of the sale of the Series 1972 Bonds to the purchasers thereof referred to in (a), above, is hereby accepted, approved and authorized to be delivered in executed form to said purchasers. Said Contract of Purchase shall be executed on behalf of Dallas by the City Manager, with its corporate seal impressed thereon, attested by the City Secretary,countersigned by the City.Auditor, and approved as to form by the City Attorney. Said Contract of Purchase shall be executed on behalf of Fort Worth by the City Manager, with its 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, Uses and Withdrawals Section 5.1. INTEREST DURING ACQUISITION AND CONSTRUCTION. (a) The amount equal to the interest to become due on the Series 1972 Bonds to November 1, 1974, is hereby appropriated from the proceeds of the sale of the Bonds and ordered to be deposited to the credit of the Passenger Service Facilities Bond Interest and Sinking Fund. If it shall become necessary to remove or withhold the amount required to be appropriated by this subsection (a) from the custody of the Treasurer in order to comply with the requirements of Section 7.5(b)hereof, then, upon written order of the Director of Finance, that part of the Interest and Sinking Fund containing said amount shall be placed in trust with Continental National Bank of Fort Worth, one of the Paying Agents for the Series 1972 Bonds. Such portion of the Interest and Sinking Fund thus held by said Paying Agent for the benefit of the holders of the Bonds, and pending its use to pay interest on the Series 1972 Bonds, shall be invested from time to time in investment securities as may be directed by the Board; provided however that no such investment shall be made which will be inconsistent with the requirements of Section 7.5(b).To the extent that this Section is inconsistent with the provisions of the Contract and Agreement or the Facilities Agreement, then the Contract and Agreement and Facilities Agreement are hereby amended to accommodate the requirements of this Section. (b) In addition to the directions.contained in paragraph (a), next above, it is hereby directed that from the proceeds of the Series 1972 Bonds, the sum of $2,715,000 shall be deposited into the Passenger Service Facilities Bond Reserve Fund and used, applied and devoted to the purposes specified elsewhere herein for money on deposit in said Fund. Section 5.2. PASSENGER SERVICE FACILITIES ACQUISITIONAND CONSTRUC- TION FUND. Except as otherwise provided in Section 5.1, hereof, all proceeds from the sale of the Series 1972 Bonds shall be deposited promptly upon the receipt thereof in the Passenger Service Facilities Acquisition and Construction Fund, which is hereby created, and the moneys within said Fund, except interest earnings from the investment thereof, shall be used solely for the purpose of paying the Costs of the Passenger Service Facilities. Earnings from the investment of said Fund shall be utilized as provided in Section 7.5 hereof. Section 5.3. DISB URSEMENTS FROM CONSTRUCTION FUND, SURPL US. (a) Be- fore any moneys shall be withdrawn or any payments shall be made from the Passenger 12 Service Facilities Acquisition and Construction Fund for Costs of the Passenger Service Facilities which directly relate to the physical construction and equipment thereof there shall be filed with and approved by the Executive Director or his designee (i) a voucher which may contain any number of items signed by the Board's Director of Engineering and stating in respect of each item to be paid— (a) the item number of the payment; (b) the name of the person to whom payment is due; (c) the amount or amounts to be paid; (d)the purpose for which the obligation to be paid was incurred in such detail as shall be satisfactory to the Director of Finance; and (h) a certificate signed by the Board's Director of Engineering and attached to the voucher certifying— (a)that the obligations in the stated amounts have been incurred by the Board and that each item thereof is a proper charge against the Passenger Service Facilities Acquisition and Construction Fund and has not been paid; (b) that there has not been filed with or served on the Board any notice of lien, right of lien, or attachment upon or claim affecting the right to receive payment of any moneys payable to any person named in such voucher which has not been released or will not be released simultaneously with the payment of such obligations; (c) that such voucher contains no payment on account of any retained per- centage which the Board at the date of such certificate is entitled to retain; and (d) that insofar as any such obligation was incurred for work, materials, equipment or supplies such work was actually performed in the furtherance of the Passenger Service Facilities or delivered at the site thereof for that purpose or delivered for storage or fabrication at a place or places approved by the person signing the certificate and under the control of the Board. If the Executive Director or his designee shall determine that such voucher and certificate are in the form and contain the information required by this paragraph, and that such payments are due, he shall be authorized to make payment thereof in such manner as is customarily employed by the Board for the payment of other expenses thereof. (b) Before any moneys shall be withdrawn or any payments shall be made from the Passenger Service Facilities Acquisition and Construction Fund for Costs of the Passenger Service Facilities other than those contemplated in paragraph (a), above, including ex- penses of administration and other items included as a part of the term "Costs of the Passenger Service Facilities" as defined in this Ordinance, the Board shall adopt and k maintain a current schedule of Passenger Service Facilities Acquisition and Construction Fund uses. Moneys within the Passenger Service Facilities Acquisition and Construction Fund may be expended for such purposes at such times as expenditures may be required upon the execution of a certificate by the Executive Director or his designee to the effect that such expenditures are itemized in or contemplated by such schedule of Passenger Service Facilities Acquisition and Construction Fund uses. Otherwise, such expenditures shall not be made unless the expenditure thereof shall be approved by resolution adopted by the Board, which resolution shall recite that the expenditure is a proper Cost of the Passenger Service Facilities. (c) When the acquisition and construction of the Passenger Service Facilities shall have been completed in accordance with the plans and specifications thereof, and when all amounts due therefor, including all proper incidental expenses, shall have been paid, the Board's Director of Engineering shall file with the Executive Director and the Board 13 Y a certificate so stating, and thereupon the Board shall cause the transfer of all moneys remaining in the Passenger Service Facilities Acquisition and Construction Fund, if any, to the Passenger Service Facilities Bond Interest and Sinking Fund. ARTICLE VI Passenger Service Facilities Agreement, Collection of Net Rent Section 6.1.PASSENGER SERVICE FACILITIES AGREEMENT.The Cities covenant and warrant (i) that the Facilities Agreement has been duly and lawfully entered into, executed and delivered by the Cities acting by and through the Board and represents a valid and subsisting agreement of the Cities, the Board and the Lessees, enforceable in accordance with its terms; (ii) that this Ordinance has been approved by the Lessees in conformity with the requirements of the Facilities Agreement; (iii) that during any period during which Bonds are outstanding under this Ordinance, neither the Cities nor the Board will consent to or grant any modification of, or amendment or concession to, by supplemental or amendatory agreement or otherwise, the provisions of paragraphs (a) and(c) of Section 6.6 of the Facilities Agreement, or of paragraphs(a),(b) and(c) of Section 6.8 thereof; (iv) that, during any period during which Bends are outstanding under this Ordinance,,neither the Cities nor the Board will consent to or grant any modification of, or amendment or concession to, by supplemental or amendatory agreement or otherwise, any other provision of the Facilities Agreement, which modification, amendment or con- cession would have the effect of reducing, altering or modifying the obligations and commitments of the Lessees contained in paragraphs (a) and (c) of Section 6.6 of the Facilities Agreement or paragraphs(a),(b)and(c)of Section 6.8 thereof,or would minimize, reduce or lessen the rights of the Board in the event of a default in the payment of Net Rent by the Lessees thereunder, or would materially and adversely affect the security herein provided for the payment of Bonds; and(v)that the Cities and the Board will strictly observe and abide by their commitments contained in the Facilities Agreement and will strictly enforce the obligations of the Lessees thereunder. Section 6.2. COLLECTION OF NET RENT. The Cities, acting by and through the Board,shall through appropriate billings,statements or otherwise,furnished and delivered to the Lessees, cause the Net Rent payable thereunder to be collected by the Board not less than one (1) full business day prior to the dates specified in Article VII hereof for the deposit or transfer into the various funds created therein for the purposes described, and the dates on which such collections are required, and the amounts required by said Article VII hereof, for the purposes of this Ordinance and for the purposes of paragraph (a)of Section 6.6 and all other relevant paragraphs and Sections of the Facilities Agreement shall be the due date for the payment and collection of Net Rent and the times and amounts payable thereunder. ARTICLE VII Pledge, Special Funds, Flow of Funds Section 7.1. PLEDGE. The Bonds shall be and are hereby declared to be payable solely from and secured by an irrevocable first and superior lien on and pledge of (a) the Net Rent (except that part received on account of the costs and charges of any paying agent or paying agents or any trustee or trustees for the Bonds) and the Special Funds herein created in which Net Rent from time to time shall be on deposit as herein required; (b) any amounts on deposit in the Special Funds herein created and credited against the Net Rent payable by Lessees under paragraph (b) of Section 6.6 of the Facilities Agreement; and (c) in the event of a default in the payment of Net Rent by the Lessees under the Facilities Agreement, then the gross receipts, less expenses of collection, derived by the 14 Board from the exercise of any remedy on default specified or permitted by Section 7.2 of the Facilities Agreement. All of the items of money described above are herein collec- tively called and defined as the "Pledged Revenues." Section 7.2. SPECIAL FUNDS. In addition to the Acquisition and Construction Fund and the other funds heretofore and hereafter established as a part of the Joint Airport Fund pursuant to the Contract and Agreement, the 1968 Concurrent Bond Ordinance and other ordinances authorizing bonds relating to the Airport, the Cities hereby establish within the Joint Airport Fund and direct that the same be maintained by the Board the following special funds, to-wit— (a) Passenger Service Facilities Net Rent Clearance Fund; (b) Passenger Service Facilities Bond Interest and Sinking Fund; (c) Passenger Service Facilities Bond Reserve Fund. Section 7.3 FLOW OF FUNDS. That portion of Pledged Revenues credited against the Net Rent payable by Lessees under paragraph (b) of Section 6.6 of the Passenger Service Facilities Agreement shall at all times remain in or be transferred to the appropriate funds created in and as directed by this Ordinance. Net Rent shall be collected by the Board and shall be paid by the Lessees in the amounts and on the dates required by Section 6.2 hereof and, as collected, shall be held in the Passenger Service Facilities Net Rent Clearance Fund within the Joint Airport Fund,and the Board shall make necessary deposits and transfers thereof in the following order and on the dates and in the amounts indicated, to-wit: (a) The Board shall transfer to the Passenger Service Facilities Interest and Sinking Fund, after accounting for any moneys already on deposit therein and avail- able for the purposes, as aforesaid— (i) beginning on October 1, 1974, and on the 1st day of each month thereafter, an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1972 Bonds on May 1, 1975,and on each succeeding interest payment date thereafter; and (ii) beginning October 1, 1977, and on the 1st day of each month thereafter through September 1, 2002, an amount equal to 1/12th of the principal maturing on the Series 1972 Bonds on November 1, in each next succeeding year. (b)On the first day of each month hereafter, after making any transfers required by paragraph (a), next above, the Board shall be authorized and required to pay from Pledged Revenues any fee or fees of the Paying Agent or Paying Agents for the Bonds or any other fees or charges authorized or permitted which may be or will become due during the month. (c) During the period the Series 1972 Bonds are outstanding and so long as the Passenger Service Facilities Bond Reserve Fund contains the amount initially depo- sited therein a1/directed in Section 5.1(b)hereof,no further payments shall be required or made thereto. If,at the close of business on September 30th of any year,the Reserve Fund shall be deficient and shall contain less than the maximum amount then required to be on deposit therein,then any surplus amounts in the Passenger Service Facilities Bond Interest and Sinking Fund shall be deposited to the credit of said Reserve Fund to the extent necessary to restore the deficiency. After such deposit, if a deficiency remains, then an amount equal to such remaining deficiency shall be deposited in twelve (12) equal monthly installments during the next succeeding twelve (12) month period. 15 Section 7.4. USES OF FUNDS. Moneys on deposit to the credit of the Passenger Service Facilities Bond Interest and Sinking Fund and the Passenger Service Facilities Bond Reserve Fund shall be used for the purposes and uses specified in this Section 7.4,as follows: (a) PASSENGER SERVICE. FACILITIES BOND INTEREST AND SINKING FUND. Moneys on deposit in the Passenger Service Facilities Bond Interest and Sinking Fund each year shall be used solely and exclusively for the purpose of paying the interest on and principal of the Bonds as such interest comes due and the principal thereof matures. The Director of Finance shall make transfers of the funds on deposit therein to the Paying Agents for such purposes at least five (5) days prior to the due date thereof. (b) PASSENGER SERVICIF'FACILITIES BOND RESERVE FUND. For so long as any of the Bonds shall be outstanding, the Passenger Service Facilities Bond Reserve Fund shall be held as a reserve for the payment of principal and interest on the Bonds when and if Pledged Revenues on deposit in the Passenger Service Facilities Bond Interest and Sinking Fund shall not be sufficient for such purposes. If such deficiencies occur, the Director of Finance shall transfer money on deposit in the Passenger Service Facilities Bond Reserve Fund to the Passenger Service Facilities Bond Interest and Sinking Fund for the uses specified for that Fund, and the deficiency thus occurring in the Passenger Service Facilities Bond Reserve Fund shall be restored at the times required by paragraph (c) of Section 7.3 hereof. Section 7.5. SECURITY AND LLWESTMENT OF FUNDS. (a) For so long as moneys relating to the Passenger Service :Facilities and the Bonds on deposit in the Joint Airport Fund shall be held by the Treasurer, the same shall be secured in the manner provided by the agreement from time to time in effect between the Board and the Treasurer. In the event the Cities shall elect to place the moneys in said Fund, or any part thereof, elsewhere, the same shall be secured at all times in the manner provided by law for other public funds, and, except for current requirements, shall be continually invested in appro- priate Investment Securities. Earnings on the Passenger Service Facilities Acquisition and Construction Fund shall be transferred as received to the Passenger Service Facilities Interest and Sinking Fund and retained therein for the purposes of said Fund. Earnings on the Passenger Service Facilities Bond Interest and Sinking Fund shall be retained and shall be applied in the reduction of the Net Rent required to be collected under the Facilities Agreement. Earnings on the Passenger Service Facilities Bond Reserve Fund shall be deposited to the credit of said Fund until such time as the then maximum amount required to be on deposit therein shall be established therein, and any excess earnings shall be transferred to the Passenger Service Facilities Bond Interest and Sinking Fund and shall be applied in reduction of the Net Rent to be collected under the Facilities Agreement. (b) The Cities hereby specially, covenant that, until such time as permitted by govern- mental rulings or regulations under Section 103 of the Internal Revenue Code of 1954, as amended,the proceeds from the sale of the Series 1972 Bonds, except such of the proceeds of the issue (i) deposited into the Passenger Service Facilities Bond Reserve Fund, and (ii)deposited into the Passenger Service Facilities Acquisition and Construction Fund,will not be used to acquire securities or obligations (other than obligations described in subsec- tion (a)(1) of said Section 103) that will produce an adjusted yield greater by more than one-half of one percentage point than the adjusted yield of the respective series of Bonds as such adjusted yields are computed by Part 13 of the Temporary Income Tax Regulations issued November 12, 1970, under the Tax Reform Act of 1969. ARTICLE VIII Refunding Bonds Section 8.1. REFUNDING BONDS. The Cities shall have the right in accordance with any applicable law to issue Refunding Bonds in any manner authorized by law to refund 16 any part of any outstanding Bonds at any time the Cities consider appropriate, provided that no Refunding Bonds shall be issued which will have a lien on Pledged Revenues prior and superior to any Bonds which will remain outstanding after the refunding. Section 8.2. NO FURTHER ENCUMBRANCES OF PLEDGED REVENUES. The Cities will not in any manner pledge or further encumber the Pledged Revenues herein committed to the payment of Bonds or Refunding Bonds. However, this covenant shall not in any manner reduce, limit or otherwise alter the rights reserved by the Cities in Section 2.2(h) hereof. ARTICLE IX Miscellaneous Covenants Section 9.1.COMPLETION OF THE PASSENGER SERVICE FACILITIES. The Cities, to every extent they lawfully may do so, covenant and agree to proceed without delay to commence and complete the Passenger Service Facilities and all functionally related parts of the Airport at the earliest practicable date. Section 9.2. PAYMENT OF BONDS. Subject to the provisions of Section 2.2(d) and Section 7.1 hereof, the Cities agree promptly to pay the principal of and interest on every Bond at the places, on the dates, and in the manner specified herein and in the Bonds and coupons appertaining thereto. Section 9.3. TRANSFERS OF AIRPORT AND FACILITIES. So long as any Bonds are outstanding and unpaid, the Cities shall not sell, transfer or dispose of the Passenger Service Facilities, except for the leasing thereof for operations as a part of the Airport, and for the disposal of surplus or obsolete property of or as a part of the Airport in the course of exercising the right specifically reserved under Section 9.6 of the 1968 Concurrent Bond Ordinance, which includes the provisions of Section 9.6(B) all of which are incorpo- rated by reference herein and shall be deemed to be a part hereof, wherein the Cities retain, reserve, and shall have the right and privilege of transferring, selling, leasing or disposing of the entire properties and facilities constituting the Airport to another political body or political subdivision of the State of Texas, which shall be authorized by law to own and operate airports, subject to the conditions contained therein, all of which are incorporated by reference herein and shall be deemed to be a part hereof. Section 9.4. RULES AND REGULATIONS. The Board shall establish and enforce reasonable rules and regulations for the use and occupancy, management, control, opera- tion, care, repair and maintenance of the Airport, including the Passenger Service Facili- ties, and the Lessees, subject to the Passenger Service Facilities Agreement, shall abide by and obey all applicable rules and regulations including those governing passage over, across and through the Airport.The Board will comply with all valid acts,rules,regulations, orders and directives of any executive, administrative or judicial body applicable to the Airport,unless the same shall be contested in good faith, all to the end that it will remain operative at all times. Section 9.5. BOOKS, AUDITS, INSPECTION. (a) So long as any Bonds remain out- standing,proper books and records and accounts will be kept by the Board showing complete and correct entries of all transactions relating to Net Rent,the Passenger Service Facilities and the Facilities Agreement. (b) The Board shall, after the close of each fiscal year, cause an audit of such books and accounts to be made by an Independent Accountant, and each such audit shall include the following: (i) a complete schedule showing the beginning and ending balance in each of the Funds created and established hereby; (ii) all deposits to the credit of and all withdrawals from each Fund created and established hereby; 17 (iii) a list of the insurance fiolicies applicable to the Passenger Service Facilities in force at the end of the Board's fiscal year, setting out as to each policy the amount of the policy, the risks covered, the name of the insurer, and the expiration date of the policy. (c)All expenses incurred in the making of the audits and reports required by this Section shall be regarded and paid by the Lessees as an expense of operation of the Passenger Service Facilities except during construction when it shall be treated as a Cost of the Passenger Service Facilities. The Board shall furnish promptly (and in any event within sixty (60) days from the time the audit and report is filed with the Cities) a copy of each of such audits and reports upon request to any Holder of the Bonds. Section 9.6. MAINTENANCE OF FACILITIES—INSPECTION. The Board covenants that it will cause the Lessees to maintain the Passenger Service Facilities at all times in good order and condition, except for normal wear and tear and to make all necessary and appropriate repairs thereto, subject to the provisions of the Facilities Agreement. Section 9.7. INSURANCE. The Board covenants that it will insure or cause to be insured the Passenger Service Facilities at all times until all Bonds secured hereby, and the interest thereon, shall have been paid or provision for such payment shall have been made, all in accordance with the provisions of the Facilities Agreement. The proceeds of all such insurance shall be applied as provided in the Facilities Agreement. Section 9.8. RATES IN CERTAIN INSTANCES. In the event of a default in the payment of Net Rent by the Lessees under the Passenger Service Facilities Agreement and the Board operates the Passenger Service Facilities and the gross receipts, less expenses of collection, therefrom are required to be devoted to the payment of the Bonds, as contemplated by clause (c) of Section 7.1 hereof,the Board hereby covenants and agrees to impose and collect with respect to the Passenger Service Facilities such rates, rentals, fees and charges as shall be sufficient to pay and retire the Bonds and all interest thereon when and as due and payable and to maintain the amounts required to be on deposit in the special Funds herein created and at the times herein required. ARTICLE X Event`. and Remedies of Default Section 10.1. DESCRIPTION. Each of the following occurrences or events for the purposes of this Ordinance shall be and is hereby declared to be an "Event of Default," to-wit— (a) The failure to make payment of the principal of any of the Bonds when the same shall become due and payable; (b) The failure to pay any installment of interest when the same shall become due and payable and such failure shall continue for a period of thirty (30) days after the due date thereof; (c)Default in any covenant, undertaking or commitment contained in the Contract and Agreement, the failure to perform which materially affects the rights of the holders of the Bonds, including but not limited to their prospect or ability to be repaid in accordance with the terms and provisions of this Ordinance, and the continuation thereof for a period of sixty, (60) days after notice of such default by any Holder of any Bonds; (d) The Cities or the Board shall fail, refuse or neglect to enforce the payment by the Lessees of Net Rent under the Facilities Agreement, or otherwise fail, refuse or neglect to enforce any other provisions of the Facilities Agreement in a manner 18 which materially affects the rights of the Holders of the Bonds, including but not limited to their prospect or ability to be repaid in accordance with the terms and provisions of this Ordinance, and the continuation thereof for a period of sixty (60) days after notice of such default by any Holder of any Bonds; (e) An order or decree shall be entered by a Court of competent jurisdiction with the consent or acquiescence of the Cities appointing a receiver or receivers for the Airport or the Passenger Service Facilities or for or of the rentals, rates, revenues, fees or charges derived therefrom; or if any order or decree having been entered without the consent or acquiescence of the Cities shall not be vacated, discharged or stayed on appeal within ninety (90) days after entry; (f) The Cities shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Ordinance on their part to be performed, and if such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Cities, or to the Board by the Holders of not less than two percentum (2%)in aggregate principal amount of the Bonds then outstanding. Section 10.2. REMEDIES FOR DEFAULT. Upon the happening and continuance of any of the Events of Default as provided in Section 10.1 hereof, then and in every case any Bondholder, including but not limited to a trustee or trustees therefor, may proceed against the Cities and the Board, for the purpose of protecting and enforcing the rights of the Holders of Bonds or coupons under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing which may be unlawful or in violation of any right of the Bondholders hereunder or any combination of such remedies. It is provided, however, that all such proceedings at law or in equity shall be instituted, strictly subject to the provisions of Article II hereof and to Section 7.1 hereof, and shall be had and maintained for the equal benefit of all holders of the Bonds and the coupons then outstanding. Each right or privilege of any Bondholders (or trustee thereof) shall be in addition to and cumulative of any other right or privilege and the exercise of any right or privilege by or on behalf of any Holders shall not be deemed a waiver of any other right or privilege thereof. ARTICLE XI Amendments to Ordinance Section 11.1. LIMITATIONS. (a) This Ordinance may be amended by concurrent ordi- nances adopted by the City Councils with the written consent of a majority of the Lessees as defined in the Passenger Service Facilities Agreement and the Holders of 662/3% of the Bonds outstanding hereunder at the time of the adoption of such amendatory ordinance (not including any Bonds then held or owned by the Cities); provided, however, that no such ordinance shall have the effect of permitting— (i) an extension of the maturity of any Bonds; (ii) a reduction in the principal amount of any Bonds, the rate of interest thereon, or any redemption premium payable thereon; (iii) the creation of a lien upon or a pledge of revenues ranking prior to the lien or pledge created hereby; (iv) a reduction of the principal amount of Bonds required for consent to such amendatory ordinance; 19 3 (v) the establishment of priorities among Bonds; or (vi) the modification of or otherwise affecting the rights of the Holders of less than all of the Bonds then outstanding. (b) NOTICE OF AMENDMENT. Whenever the Cities shall propose to amend this Ordinance, the Cities shall cause notice of the proposed amendment to be published one time in a financial newspaper or financial journal published in the City of New York, New York. Such notice shall briefly state the nature of the proposed amendment and that a copy thereof is on file in the office of the Board for public inspection. (c) TIME FOR AMENDMENT. The Cities may adopt such amendatory ordinance and the same shall become effective if within one (1) year from the date of the publication of said notice there is filed with the Board written consent to the adoption thereof executed by the Holders of at least 662/s% of the Bonds then outstanding. (d) BINDING CONSENT. If the Holders of at least 662/s% of the Bonds outstanding have consented to the adoption of such ordinance, no Holder of any Bond, whether or not such Holder shall have consented to or shall have revoked any consent, shall have any right or interest to object to the adoption of such amendatory ordinance, or to enjoin or restrain the Cities from taking any action pursuant to the provisions thereof. (e) TIME CONSENT BINDING. Any consent given to the Holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six (6) months from the date of the publication of the notice and shall be conclusive and binding upon all future Holders of the same Bond during such period. At any time after six (6) months from the date of the publication of notice, such consent may be revoked by the Holder who gave such consent or by a successor in title by filing notice of such revocation with the Board, but such revocation shall not be effective if the Holders of 662/3%of the Bonds outstanding, prior to the attempted revocation, consented to and approved the amendatory ordinance referred to in such revocation. (f)PROOF OF INSTRUMENTS. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction,who by the laws thereof' is authorized to take acknowledgments of deeds within such jurisdiction, that the person signing such instrument acknowledged before him the execution thereof;or such facts may be proved by an affidavit of a witness to such execution sworn to before such officer. (g) PROOF OF OWNERSHIP. The amount and numbers of the Bonds held by any person executing such instrument and the date of his holding the same may be proved by a certificate executed by a responsible bank or trust company showing that upon the date therein mentioned such person had on deposit with such bank or trust company the Bonds described in such certificate., Section 11.2. CORRECTIONS. Subject to the provisions of Section 11.1(a) the Cities may, pursuant to a concurrent ordinance adopted by their respective City Councils, by supplemental ordinance correct any ambiguity or typographical error, or correct or supple- ment any inconsistent or defective provision contained in this Ordinance or in any ordi- nance supplemental hereto upon a determination that such ambiguity,error,inconsistency or defect exists; provided, however, that in no event shall any such supplemental ordinance diminish, dilute, reduce or repeal any covenants, conditions, pledges or liens created or imposed by this Ordinance or the security for the Bonds authorized hereby. 20 ARTICLE XII Severability and Repeal Section 12.1. ORDINANCE IRREPEALABLE. After any of the Bonds shall be issued, this Ordinance shall constitute a contract between the Cities and the Holder or Holders of the Bonds from time to time outstanding, and this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid,cancelled,refunded or discharged or provisions for the payment thereof shall be made by depositing money in trust with the Paying Agent or another National Banking Association equal in amount to the aggregate principal amount of Bonds outstanding plus interest to their earliest redemption date, or, if none, to their maturity. Section 12.2. SEVERABILITY. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance, or any of the provisions of the Facilities Agreement. Section 12.3. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. ADOPTED AND CORRECTLY ENROLLED May 17, 1972. - ----------------------- [SEAL] Mayor, City of Dallas, Texas ATTEST: ------------------------------------ City Secretary, City of Dallas, Texas APPROVED AS TO FORM: - -------------------------------- City Attorney, City of Dallas, Texas ADOPTED May 17, 1972 ------------------------------------ [SEAL] Mayor, City of Fort Worth, Texas ATTEST: ------------------------------------- City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALIT : 10 City Attorney, City of Fort Worth, Texas 21 THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Harold G. Shank, City Secretary of the City of Dallas, Texas, do hereby certify: 1. That the above and foregoing is a true and correct copy of Ordinance No. 13650, duly, presented and passed by the City Council of the City of Dallas, Texas, at a meeting of the Council held on May 17, 1912, which ordinance is duly of record in the office of the City Secretary. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas May 17, 1972. -------------------------------- City Secretary, City of Dallas, Texas [SEAL] THE STATE OF TEXAS COUNTY OF TARRANT 1. Roy A. Bateman, 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. 6673 duly presented and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the Council held on May 17, 1972, which ordinance is duly of record in the office of the City Secretary. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth,Texas, this May 17, 1972. -------------------------------- City Secretary, City of Fort Worth, Texas [SEAL] 22