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HomeMy WebLinkAboutOrdinance 6791 1973 Regional Airport Braniff Airways Special Facilities Bond Ordinance /7q � Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT BRANIFF SPECIAL FACILITIES REVENUE BONDS, SERIES 1973 $17,800,000 I Adopted by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS Effective as of February 1, 1973 CITY OF DALLAS ORDINANCE No. � . ..� CITY OF FORT WORTH ORDINANCE No. . M 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 Braniff Special Facilities Revenue Bonds, Series 1973, in the aggregate principal amount of $17,800,000, for the purpose of acquiring, constructing, fabricating and installing certain Special 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 Braniff Airways Special Facilities Lease Agreement and a certain supplemental agreement thereto, each pertaining, among other things, to the leasing and operation of said facilities; providing that the same shall not be payable from taxation; providing the form, terms and conditions of said bonds and the manner of their execution; containing covenants and commitments regarding the payment of said bonds on a parity as to lien with other outstanding bonds; the acquisition and construc- tion of said facilities, and regarding transfers of airport properties; providing other de- tails concerning said bonds, said agreements and said Airport; providing for the deposit of certain of the proceeds of such bonds into the Braniff 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; 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 of the City of Dallas, and Great Southwest International Airport 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 the "Contract and Agreement," the Cities continued, expanded and further de- fined the powers and duties of the Dallas-Fort Worth Regional Airport Board (here- inafter called 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 indentifiable 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 ade- quate, well-planned, and major facilities (hereinafter called the "Braniff Special Facili- ties") be established, constructed, fabricated and equipped at the Airport for the public using the Airport, all as a part of the Airport's essential 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 Concurrent 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, heretofore, it was determined necessary and appropriate by the Board that certain initial Braniff Special Facilities be financed as Special Facilities, within the meaning of the 1968 Concurrent Bond Ordinance, through the issuance of "Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1972" (here- inafter called the "Series 1972 Bonds"), and the Cities issued such bonds as such and for such purposes in accordance with the terms and provisions of a certain 1972 Regional Airport Braniff Airways Special Facilities Bond Ordinance, bearing No. 13860 of the City of Dallas and No. 6754 of the City of Fort Worth (hereinafter called the "1972 Braniff Bond Ordinance") and in connection therewith the Board executed to and with Braniff Airways, Incorporated, as Lessee, a certain Braniff Airways Special Facilities Lease Agreement (hereinafter called the "Facilities Agreement"); and WHEREAS, the Board has determined that additional funds are needed for the pur- pose of completing the payment of the Costs of the Initial Special Facilities (as defined in the 1972 Braniff Bond Ordinance) and has accordingly determined it necessary and appro- priate that such Costs be paid through the issuance of "Completion Bonds" (hereinafter called and defined as the "Series 1973 Bonds") as that term is defined in and as such bonds are permitted under the 1972 Braniff Bond Ordinance; and WHEREAS, the Board has requested the Cities to issue the Series 1973 Bonds as such and for such purposes, and in connection therewith the Board has also executed a certain Braniff Airways Supplemental Special Facilities Agreement (hereinafter called the "Supplemental Facilities Agreement")which in general provides for the increase of the Net Rent under the Facilities Agreement in amounts required by the 1972 Braniff Bond Ordinance in connection with the issuance of Completion Bonds thereunder, all of the terms and provisions of the Facilities Agreement and the Supplemental Facilities Agreement being hereby adopted by reference and incorporated herein for all purposes; 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 neces- sity 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 the 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 FORT WORTH, TEXAS: ARTICLE I TITLE, FINDINGS AND RATIFICATION Section 1.1. SHORT TITLE. This Ordinance may be cited by the Short Title "1973 Braniff Airways 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 and the Supplemental Facilities Agreement 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 and the Supplemental Facilities Agreement by the Board are hereby ratified, approved, con- firmed, accepted and adopted. ARTICLE 11 DEFINITIONS AND CONSTRUCTION Section 2.1. DEFINITIONS. In and throughout this Ordinance, the following words and expressions shall have the following meanings, respectively— (a) All words and terms used herein which constitute defined terms and words in the 1972 Braniff Bond Ordinance shall have the same meanings and definitions as are con- tained therefor in the 1972 Braniff Bond Ordinance, except where the same terms are expressly defined otherwise herein, and such defined words and terms are incorporated herein for all purposes. (b) In addition to the defined terms referred to in paragraph (a), next above, the following words and terms for the purposes hereof and for the purposes of the 1972 Braniff Bond Ordinance shall have the following meanings, respectively, unless the con- text shall clearly appear otherwise, to-wit: (i) "Bonds" means the Series 1972 Bonds, the Series 1973 Bonds, any future issues of Completion Bonds and any Additional Bonds. (ii) "1972 Braniff Bond Ordinance" means the ordinance authorizing, among other things, the Series 1972 Bonds and referred to in the preambles hereof. (iii) "Paying Agent" or "Paying Agents" with respect to the Series 1973 Bonds means Mercantile National Bank at Dallas, Dallas, Texas, and Continental National Bank of Fort Worth, Fort Worth, Texas, and Bankers Trust Company, New York, New York. 3 (iv) "Series 1973 Bonds' means the series of Bonds authorized in Article III hereof and are the Bonds defined as such in the Supplemental Facilities Agreement. (v) "Supplemental Facilities Agreement" means the agreement referred to as such in the preambles hereof, dated as of February 1, 1973, and executed and deliv- ered by and between the Board and Braniff Airways, Incorporated, as a supplement to the Facilities Agreement. Section 2.2. CONSTRUCTION AND EFFECT CE 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 Ponds, for the purposes of this Ordinance, shall be com- puted 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) bone 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 Braniff Special 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 riot several, obligations, and all such obligations shall be payable and collectible solely from Pledged Revenues, such reve- nues being owned in undivided interests by Dallas (to the extent of 7/11ths thereof) and by Fort Worth (to the extent of 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 7/11ths 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 of the 1972 Braniff Bond Ordinance, the governing board of such political body, when operating the Airport under and sub- ject 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 4 special facilities for the Airport of any type considered by the Board to be necessary 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 Lessee, and expressly including the right to acquire, construct, fabricate, and install (original or replacement) other Braniff Spe- cial Facilities or facilities of a type similar thereto by any method additional to the issuance of Completion Bonds or Additional Bonds and in any locations at the Air- port, and either within or without the Leased Lands, as defined in the Facilities Agreement, or any part thereof, through the execution of other agreements with other parties, or the Lessee. (i) This ordinance is intended to and shall be supplemental to the 1972 Braniff : Bond Ordinance and all matters included herein are subject to the terms of and shall be controlled and governed by the 1972 Braniff Bond Ordinance where not expressly provided for herein, and, without limiting the generality of the foregoing, in ap- plying the terms and provisions of the 1972 Braniff Bond Ordinance to the matters s included herein, it is expressly provided (A) that the Series 1973 Bonds are Com- pletion Bonds thereunder; and (B) that the facilities being financed with the pro- ceeds of the Series 1973 Bonds shall be and constitute a part of the Initial Special C Facilities under the 1972 Bond Ordinance and the "Special Facilities" under the Facilities Agreement. ARTICLE III SERIES 1973 BONDS Section 3.1. AUTHORIZATION. (a) For the purpose of completing the payment of the Costs of the Initial Special Facilities, 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 Braniff Special Facilities Revenue Bonds, Series 1973" (hereinabove defined as the "Series 1973 Bonds"), in the aggregate principal amount of $17,800,000, payable both as to principal and interest solely out of Pledged Revenues, as described, defined and pledged herein, and in the 1972 Bran- iff Bond Ordinance. (b) The Series 1973 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, and, as aforesaid, are Com- pletion Bonds issued under the authority reserved to the Cities in the 1972 Braniff Bond Ordinance. Section 3.2. DATE, DENOMINATION, MATURITIES AND INTEREST RATES. The Series 1973 Bonds shall be dated March 1, 1973, shall be in the denomination of $5,000 each, shall consist of 3560 Bonds numbered in direct numerical order from 1 through 3560 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 1974 $ 210,000 5.00% 1975 230,000 5.00% 1976 240,000 5.00% 1977 260,000 5.00% 1978 270,000 5.00% 1979 290,000 5.00% 5 YEARS AMOUNTS MATURING RATE OF INTEREST 1980 $ 310,000 5.50%® 1981 330,000 5.50% 1982 350,000 5.50% 1983 370,000 5.50% 1984 390,000 5.50% 1985 430,000 5.60% 1986 450,000 5.60% 1987 470,000 5.60% 1994 4,200,000 6.00% 2002 9,000,000 6 1/8% Interest at such rates shall be evidenced by coupons initially attached to each of said Bonds payable on November 1, 1973, 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 1973 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) Series 1973 Bonds numbered 1 to 920, both inclusive, are not subject to redemption prior to their respective stated maturities. (b) Series 1973 Bonds numbered 921 to 3560, both inclusive, may be redeemed, at the option of the Cities, prior to their respective stated maturities in whole on the first day of any month on or after November 1, 1987, or in part by lot on. November 1, 1987, and on any interest payment date thereafter, from any moneys (other than the moneys on deposit in the Braniff Special Facilities Bond Interest and Sinking Fund as provided in subsection (c), below) for a redemption price equal to the principal amount of said num- bered bonds thus optionally redeemed plus accrued interest to the date fixed for redemp- tion and without premiums (c) Apart from the Cities' right and option of redeeming Series 1973 Bonds numbered 921 to 3560, both inclusive, as provided in subsection (b), above, said numbered Series 1973 Bonds are further subject to the following mandatory redemption provisions, to-wit: (i) Of said numbered Series 1973 Bonds, those bonds bearing numbers 921 to 1760, both inclusive, are subject to the mandatory requirement that, on or about September 15 (but not later than September 20) in each of the years hereinbelow specified, the Board, acting on behalf of the Cities, shall select (by lot) the number of bonds (out of the Series 1973 Bonds bearing said numbers) as are hereinbelow desig- nated for each such year and shall redeem the numbered Series 1973 Bonds thus selected on the following November 1 in each such year, respectively, from the moneys to be set aside for that purpose in accordance with subsection (c) of Section 7.2 of this Ordinance. The years and the corresponding number of Series 1973 Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as follows, to-wit: REDEMPTION NUMBER OF BONDS TO RE PEARS SELECTED AND REDEEMED 1988 98 1989 104 1990 112 1991 118 1992 128 1993 136 The bonds bearing said numbers remaining unselected for redemption on November 1, 1994, shall be paid on the date of their stated maturity from the moneys to be deposited into the Braniff Special Facilities Interest and Sinking Fund during the period 1993-1994, pursuant to subsection (c) of Section 7.2 of this Ordinance. 6 (ii) Of said numbered Series 1973 Bonds, those bonds bearing numbers 1761 to 3560, both inclusive, are subject to the mandatory requirement that, on or about September 15 (but not later than September 20) in each of the years hereinbelow specified, the Board, acting on behalf of the Cities, shall select (by lot) the bonds (out of the Series 1973 Bonds bearing said numbers) as are hereinbelow designated for each such year and shall redeem the numbered Series 1973 Bonds thus selected on the following November 1 in each such year, respectively, from the moneys to be set aside for that purpose in accordance with subsection (d) of Section 7.2 of this Ordi- nance. The years and the corresponding number of Series 1973 Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as follows, to-wit: REDEMPTION NUMBER OF BONDS TO BE YEARS SELECTED AND REDEEMED 1995 154 1996 164 1997 174 1998 184 1999 196 2000 208 2001 220 The bonds bearing said numbers remaining unselected for redemption on November 1, 2001, shall be paid on the date of their stated maturity from the moneys to be deposited into the Braniff Special Facilities Interest and Sinking Fund during the period 2001-2002, pursuant to subsection (d) of Section 7.2 of this Ordinance. (iii) Such of said numbered bonds as are redeemed pursuant to this subsection shall be redeemed at a price equal to the principal amount thereof plus accrued interest to the date of redemption and without premium. If in any year in which the Cities, acting through the Board, are required to redeem Series 1973 Bonds pursuant to the mandatory provisions of this subsection, they shall, either before or after (but prior to October 1) the selection of the bonds to be redeemed mandatorily that year, be given the opportunity of purchasing any of said numbered bonds for a price less than as above specified, the Board shall be authorized to make such purchases (but not more than the number to be required to be redeemed that year) from the mon- eys set aside that year for the redemption of said Bonds, as aforesaid, and the number of bonds thus purchased shall be deducted from the number to be required to be redeemed that year. (iv) In the event of an optional redemption from other moneys as authorized by subsection (b), above, of less than all of the Series 1973 Bonds which are subject to the mandatory provisions of this subsection (c), the number of bonds thus optionally redeemed shall proportionately reduce (in whole denominations) as to the respective maturity of bonds out of which an optional redemption has occurred the number of bonds required to be selected and mandatorily redeemed each year and to be paid at the respective stated maturity. (d) At least thirty (30) days prior to the date of any such redemption, whether such date shall be fixed by the mandatory provisions specified above, or by reason of the exercise of the optional rights of redemption there provided, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption (specifying the Series 1973 Bonds to be either mandatorily or optionally redeemed, or both) 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 1973 Bonds to be so 7 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 pro- vided above, the Series 1973 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. FO . . The form of the Series 1973 Bonds, including the form of Regis- tration 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 1973 BONDS) UNITED STATES OF AMER.ICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BRANIFF SPECIAL FACILITIES REVENUE BOND Series 1973 NO. .......... $5,000 On the 1st day of November, ...., the Cities of Dallas and Fort Worth (herein collec- tively called the "Cities"), municipal corporations duly incorporated under the laws of the State of Texas, for value received, hereby jointly promise to pay to bearer, 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, 1973, 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 Mercantile National Dank at Dallas, Dallas, Texas, or at Continental National Bank of Fort Worth, Fort North, Texas, or at Bankers Trust Company, New York, New York. The bonds of this Series numbered 1 to 920, both inclusive, are not subject to redemp- tion prior to their respective stated maturities. The bonds of this Series numbered 921 to 3560, both inclusive, may be redeemed, at the option of the Cities, prior to their respec- tive stated maturities in whole on the first day of any month on or after November 1, 1937, or in part by lot, on November 1, 1987, and on any interest payment date there- after, from any moneys (other than the moneys on deposit in the interest and sinking fund therefor) for a redemption price equal to the principal amount of said numbered bonds thus optionally redeemed plus accrued interest to the date fixed for redemption and without premium. In addition, the bonds of this Series numbered 921 to 3560, both in- clusive, are subject to certain further mandatory redemption requirements provided and established in the Ordinance authorizing this Series of bonds. Under such provisions, a specified number of said bonds shall be selected by lot and mandatorily redeemed prior to their respective stated maturities in the years 1988 through 1993 and 1995 through 2001 for a redemption price equal to the principal amount thereof and accrued interest to the date of redemption and without premium. The bonds bearing such numbers which are not thus selected and mandatorily redeemed during said years shall be paid at their respec- tive stated maturities. Said mandatory redemptions and payments at maturity shall be 8 Y accomplished from moneys required by said Ordinance to be deposited into the interest and sinking fund for this Series of bonds. When bonds shall be redeemed pursuant to the foregoing, the specific bonds to be redeemed shall be determined and a 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 re- demption 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 Larch 1, 1973, numbered from 1 through 3560, of the denomination of $5,000 each, aggregating $17,800,000, issued by the Cities so as to provide funds for the purpose of completing the payment of the costs of certain Special Facilities for the jointly owned Dallas-Fort Worth Regional Air- port 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 short title as the "1973 Braniff Airways Special Facilities Bond Ordinance," and therein have jointly pledged their respective interests in certain moneys therein referred to and defined as "fledged Revenues," said pledge being on a parity as to lien and right with certain previously issued and outstanding bonds of the Cities payable from the same source, all as defined and referred to in said ordinance. The term "Pledged Revenues" 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 certain Braniff Air- ways Special Facilities Lease Agreement (the "Facilities Agreement"), dated as of No- vember 1, 1972, as supplemented by a certain Braniff Airways Supplemental Special Facilities Agreement (the "Supplemental Facilities Agreement"), dated as of February 1, 1973, both being executed between the Board and Braniff Airways, Incorporated, a cer- tificated air carrier serving and served by said Airport. Said Pledged Revenues, including said net rent, will be on deposit from time to time in various funds referred to and confirmed in the 1973 Braniff Airways Special Facilities Bond Ordinance, and are uncon- ditionally and irrevocably committed and pledged to the purposes specified for said funds including the payment of this and one other outstanding series of bonds, and other bonds, if any, which may be issued hereafter. Reference is made to the 1973 Braniff Airways Special Facilities Bond Ordinance and to the Facilities Agreement and the Supplemental Facilities Agreement for a further description of Pledged Revenues and said net rent, the nature and extent of the security thereof, a statement of the rights, duties and obliga- tions 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 1973 Braniff Airways Special Facilities Bond Ordinance, the obli- gations 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 col- lected against or from one City without the other and no individual liability shall ever exceed in the case of Dallas 7/1iths of the total amount thereof, and in the case of Fort Worth 4/1iths 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 obliga- tion out of any funds raised or to be raised by taxation. 9 a 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 1973 Braniff Airways Special Facilities Bond Ordinance and the execution and delivery of the Facilities Agreement and the Supplemental Facilities Agreement have been done, do exist and have been performed as so required. a 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 signa- tures of its City Auditor and its City Secretary; 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/ ........................................................... City Secretary, 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/ ................................................................I............ City Attorney, City of Fort Worth (FORM 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 Mercantile National Bank at Dallas, Dallas, Texas, or at Continental National Bank of Fort Worth, Fort Worth, Texas, or at Bankers Trust Company, New York, New Fork, without exchange 10 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 Braniff Special Facilities Revenue Bonds, Series 1973, dated March 1, 1973. 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/ .............. .............................................................. 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 (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 ap- proved 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 1973 BONDS Section 4.1. METHOD OF EXECUTION. Each of the Series 1973 Bonds shall be signed and executed on behalf of Dallas by the fascimile signature of its Mayor and counter- 11 signed by the facsimile signatures of its City Auditor and City Secretary, and the corpo- rate seal of that City shall be impressed, printed or lithographed on each bond. Each of the Series 1973 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 of lithographed upon each bond. The respec- tive 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 1973 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 1973 Bonds and all necessary records and proceed- ings 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 certifi- cations and to execute such instruments as may be necessary to accomplish the delivery of the Series 1973 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 1973 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 im- pressed or printed or lithographed thereon. The Chairman of the Board shall be further authorized to make such agreements with the purchasers of the Series 1973 Bonds as may be necessary to assure that the same will be delivered to such purchasers in accor- dance with the terms of sale at the earliest practicable date after the adoption of this Ordinance. Section 4.3. SALE, PURCHASE CONTRACT APPROVAL. (a) The Series 1973 Bonds are hereby sold in accordance with law and shall be delivered to Goldman, Sachs & Co., New York, New York, for a price of $17,466,889.02, plus interest from the date of the Series 1973 Bonds accrued to the date of 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 1973 Bonds to the purchaser thereof referred to in (a) above is hereby accepted, approved and authorized to be delivered in executed form to said purchaser. The Contract of Purchase shall be executed on behalf of the City of Dallas by the City Manager with its corporate seal impressed thereon, attested by the City Secretary, countersigned by the City Audi- tor, and approved as to form by the City Attorney. The Contract of Purchase shall be executed on behalf of the City 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 1973 Bonds to May 1, 1974, is hereby appropriated from the proceeds of the sale of the Series 1973 Bonds and ordered to be deposited to the credit of the Braniff Special 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 7.3(b) hereof, or for any other reason, then, upon writ- 12 ten order of the Director of Finance, that part of the Interest and Sinking Fund contain- ing said amount shall be placed in trust with Mercantile National Bank at Dallas, Dallas, Texas, one of the Paying Agents for the Series 1973 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 thereon, 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 7.3(b). To the extent that this Section is inconsistent with the provisions of the Contract and Agreement, then the Contract and Agreement is hereby amended to accommodate the requirements kof 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 1973 Bonds, the sum of $1,300,000 shall be deposited into the Braniff Special Facilities Bond Reserve Fund and used, applied and devoted to the purposes specified in the 1972 Braniff Bond Ordinance for money on de- posit in said Fund. Said amount shall be the maximum amount required to be on deposit therein by reason of the Series 1973 Bonds. Additional deposits may be required to be made thereto in accordance with ordinances authorizing other Completion Bonds, or any Additional Bonds or Refunding Bonds. Additionally, any such ordinance may also provide that the maximum amount required to be on deposit in said Reserve Fund shall never be greater than an amount equal to the average annual principal and interest requirements on all Bonds from time to time outstanding. Section 5.2. B ANIFF SPECIAL FACILITIES ACQUISITION AND CONSTRUC- TION. Except as otherwise provided in Section 5.1, hereof, all proceeds from the sale of the Series 1973 Bonds shall be deposited promptly upon the receipt thereof in the Braniff Special Facilities Acquisition and Construction Fund and the moneys within said Fund, including earnings from the investment thereof, shall be used solely for the purpose of paying a part of the Costs of the Initial Special Facilities. ARTICLE VI FACILITIES AGREEMENT, SUPPLEMENTAL FACILITIES AGREEMENT, COLLECTION OF NET RENT Section 6.1. FACILITIES AGREEMENT, SUPPLEMENTAL FACILITIES AGREE- MENT. The Cities covenant and warrant (i) that the Facilities Agreement and the Sup- plemental Facilities Agreement have been duly and lawfully entered into, executed and delivered by the Cities acting by and through the Board and represent valid and subsist- ing agreements of the Cities, the Board and the Lessee, enforceable in accordance with their terms; (ii) that neither of the parties is in default thereunder; (iii) that this Ordi- nance has been approved by the Lessee in 'conformity with the requiments of the Facilities Agreement and the Supplemental Facilities Agreement; (iv) 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 5.2 of the Facilities Agreement or Section 3.1 of the Supplemental Facilities Agreement; (v) 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 agree- ment or otherwise, any other provision of the Facilities Agreement or the Supplemental Facilities Agreement, which modification, amendment or concession would have the ef- fect of reducing, altering or modifying the obligations and commitments of the Lessee contained in paragraphs (a) and (c) of Section 5.2 of the Facilities Agreement or Section 3.1 of the Supplemental Facilities Agreement, 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 Lessee 13 thereunder, or would materially and adversely affect the security herein provided for the payment of Bonds; and (vi) that the Cities and the Board will strictly observe and abide by their commitments contained in the Facilities Agreement and the Supplemental Facil- ities Agreement and will strictly enforce the obligations of the Lessee thereunder. Section 6.2. COLLECTION OF NET RENT. In addition to the amounts of Net Rent required to be collected at the times stated in Section 6.2 of the 1972 Braniff Bond Ordinance, the Cities, acting by and through the Board, shall, through appropriate bill- ings, statements or otherwise, furnished and delivered to the Lessee, cause the Net Rent payable under the Facilities Agreement as increased by the Supplemental Facilities Agreement 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 on account of the Series 1973 Bonds, and the dates on which such collections are re- quired, and the amounts required by said Article VII hereof, for the purposes of this Ordinance and for the purposes of subsection (a) of Section 5.2 and all other relevant subsections and Sections of the Facilities Agreement and the Supplemental 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, ADDITIONAL FUND DEPOSITS Section 7.1. PLEDGE. As aforesaid, the Series 1973 Bonds are "Completion Bonds" issued with the prior consent and agreement of the Lessee and under the authority reserved to the Cities under Section 8.1 of the 1972 Braniff Bond Ordinance. Accordingly, the Series 1973 Bonds are issued with the effect stated in said Section 8.1 and 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 created in which Net Rent from time to time shall be on deposit as herein and in the 1972 Braniff Bond Ordinance required; (b) any amounts on deposit in the Special Funds created in the 1972 Braniff Bond Ordinance and credited against the Net Rent payable by Lessee under paragraph (b) of Section 5.2 of the Facili- ties Agreement and under the Supplemental Facilities Agreement; and (c) in the event of a default in the payment of said Net Rent by the Lessee, then the gross receipts, less expenses of collection, derived by the 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 and in the 1972 Braniff Bond Ordinance collectively called and defined as the "Pledged Revenues." Said lien and pledge as to the Series 1973 Bonds is and shall be in all respects of equal dignity and on a parity with the Series 1972 Bonds. Section 7.2. ADDITIONAL FUND DEPOSITS. As provided in the 1972 Braniff Bond Ordinance, that portion of Pledged Revenues credited against the Net Rent payable by Lessee under subsection (b) of Section 5.2 of the Facilities Agreement shall at all times remain in or be transferred to the appropriate funds created in and as directed by that Ordinance. All Net Rent, expressly including Net Rent collected on account of the Series 1973 Bonds, shall be collected by the Board and shall be paid by the Lessee in the amounts and on the dates required by Section 6.2 hereof and Section 6.2 of the 1972 Braniff Bond Ordinance and, as collected, shall be held in the Braniff Special Facilities Net Rent Clearance Fund within the Joint Airport Fund, and in addition to all other amounts required by the 1972 Braniff Bond Ordinance to be transferred to the Braniff Special Facilities Interest and Sinking Fund, the Board shall make additional transfers 14 to that Fund, after accounting for any moneys already on deposit therein and available for the purposes, as follows, to-wit: (a) Beginning on April 1, 1974, and on the 1st day of each month thereafter, the Board shall deposit an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1973 Bonds on November 1, 1974, and on each succeed- ing interest payment date thereafter. (b) Beginning October 1, 1973, and on the 1st day of each month thereafter through September 1, 1987, the Board shall deposit an amount equal to 1/12th of the principal maturing on the Series 1973 Bonds on November 1 in each next succeeding year. (c) Beginning on October 1, 1987, and on the first day of each month thereafter through September 1, 1994, the Board shall deposit 1/12th of the following amounts during the respective periods indicated, to-wit: PERIOD AMOUVTS 1987-1988 $490,000 1988-1989 520,000 1989-1990 560,000 1990-1991 590,000 1991-1992 640,000 1992-1993 680,000 1993-1994 720,000 If the Cities shall have redeemed some, but less than all, of Series 1973 Bonds numbered 921 through 1760 pursuant to their option of redemption contained in Section 3.4(b) hereof, then the amounts required to be deposited in each respective year into the Braniff Special Facilities Bond Interest and Sinking Fund under this subsection (c) shall be reduced to the amount necessary in each year to provide funds with which to mandatorily redeem the remaining, unredeemed Series 1973 Bonds bearing said numbers or to pay the unredeemed bonds bearing said numbers at maturity, in accordance with the provisions of Section 3.4(c)(i) as adjusted by sub- section (c)(iv) of said Section. (d) Beginning on October 1, 1994, and on the first day of each month thereafter through September 1, 2002, the Board shall deposit 1/12th of the following amounts during the respective periods indicated, to-wit: PERIOD AMOUNTS 1.994-1995 770,000 1995-1996 820,000 1996-1997 870,000 1997-1998 920,000 1998-1999 980,000 1999-2000 1,040,000 2000-2001 1,100,000 2001-2002 2,500,000 Any amounts on deposit in the Braniff Special Facilities Bond Reserve Fund on October 1, 2001, may, unless otherwise prohibited or limited by a subsequent ordi- nance authorizing other Completion Bonds, Additional Bonds or Refunding Bonds, be applied in reduction of the deposits required by this paragraph during the suc- ceeding twelve month period. Additionally, if the Cities shall have redeemed some, but less than all, of Series 1973 Bonds numbered 1761 through 3560 pursuant to their option of redemption contained in Section 3.4(b) hereof, then the amounts required to be deposited in each respective year into the Braniff Special Facilities Bond 15 Interest and Sinking Fund under this paragraph (d) shall be reduced to the amount necessary in each year to provide funds with which to mandatorily redeem the remaining, unredeemed Series 1973 Bonds bearing said numbers or to pay the unre- deemed bonds bearing said numbers at maturity, in accordance with the provisions of Section 3.4(c)(ii) as adjusted by subsection (c)(iv) of said Section. Section 7.3. USES OF FUNDS. (a) The Cities covenant that throughout the term of the Series 1973 Bonds they will diligently comply with the requirements of Section 1.03(d) of the Internal Revenue Code of 1954, as amended, so that the Series 1973 Bonds will not at any time become arbitrage bonds. (b) If it shall become necessary to remove or vithholcl .:any funds (in .addition to escrowed interest) established herein from the custody of the Treasu?er in order to com- ply with the requirements of subsection (a), next above, or for any other reason, then, upon written order of the Director of Finance, said funds shall be placed in trust with a state bank(s) or national banking association(s) selected by the Board and shall be held for the benefit of the holders of the Bonds, and pending use for the purposes provided therein shall be invested from time to time in investment securities as may be directed in accordance with procedures established by the Board. To the extent that this subsection is inconsistent with the provisions of the Contract and Agreement then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 3.1. RESERVED RIGHTS. In addition to the rights expressly reserved in Section 2.2(h) hereof, all rights reserved by the Cities in the 1972 Braniff Bond Ordinance to issue other Completion Bonds, and Additional Bonds and Refunding Bonds under the provisions thereof, are hereby expressly reserved and Article VIII of the 1972 Braniff Bond Ordinance incorporated herein for all purposes. Section 5.2. OTHER INCORPORATED PROVISIONS. All provisions of Article IX and Article X of the 1972 Braniff Bond Ordinance are hereby incorporated herein for all purposes and are made applicable to the Series 1973 Bonds as a part of the Bonds. Section 3.3. AMENDMENTS. This Ordinance may be amended in the same manner as provided in Article XI of the 1972 Braniff Bond Ordinance for that Ordinance. Section 5.4. ORDINANCE IRREPEALABLE. After any of the Series 1973 Bonds shall be issued, this Ordinance shall constitute a contract between the Cities and the Bolder 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 Associa- tion equal in amount to the aggregate principal amount of Bonds outstanding plus inter- est to their earliest redemption date, or, if none, to their maturity. Section 5.5. SEVERABILITY. If any Section, paragraph, clause or provisions of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforce ability of such Section, paragraph, clause or provisions shall not affect any of the remaining provisions of this Ordinance, or any of the provisions of the Facilities Agreement or the Supplemental Facilities Agreement. 16 Section 8.6. REPEALER. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. ADOPTED AND CORRECTLY ENROLLED February 8, 1973. ..il*... ..... .07 A-0 .................. (SEAL) Mayor, City of Dallas, Texas ATTEST: "�. .. .......... .... ... . .A..... .. ................... ........ City Secretary, City of Dallas, Texas APPROVED AS TO FORM: ........... . ...............-.'Dallas, Texas/v Ci y Attorney, City of Dallas, Texas ADOPTED February 8, 1973. ............ .... ........... .................................. ..... City off Fort Worth, Texas (SEAL) 0 ATT E C ty y retary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: City Attorney, City of Fort Worth, Texas 17 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./:A duly presented and passed by the City Council of the City of Dallas, Texas, at a meeting of the council held on February 8, 1973, 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, this ,?�: .......;. ... � �� . ............. ............... .. .� .. ... ..... ity Secretary, City of Dallas, Texas (SEAL) THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, 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. duly presented and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the Council held on February 8, 1973, 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 th City of Fort Worth, Texas, this . C, y cretary, City of Fort Worth, Texas 18