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HomeMy WebLinkAboutOrdinance 6693 1972 Regional Airport Delta Maintenance Base Bond Ordinance Authoriziig the Issuaice of DALLAS-FORT WORTH REGIONAL AIRPORT SPECIAL FACILITY DELTA MAINTENANCE BASE REVENUE BONDS, SERIES 1972 $4,870,000 Adopted by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS Effective as of July 1, 1972 CITY OF DALLAS ORDINANCE No. ............ CITY OF FORT WORTH ORDINANCE NOb6" 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 Special Facility Delta Maintenance Base Revenue Bonds, Series 1972, in the aggregate principal amount of $4,870,000, for the purpose of paying the cost of constructing and equipping the initial facilities of the Delta Maintenance Base 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 Special Facility Delta Maintenance System Lease Agreement pertaining to the operation of said system; 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 construction of said system, and regarding transfers of airport properties; providing other details concerning such bonds, said Lease Agreement and said Airport, including the reserved power to issue additional revenue bonds for completing, improving or extending said system; providing for the deposit of the proceeds of such bonds into the Delta Maintenance Base Construction Fund of the Joint Airport Fund under and subject to the control of the Dallas-Fort Wortl-., 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 Texas Region and in that regard will contain many separately identifiable systems, complexes and facilities, each of which separately consti- tute 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 and for the safety of the public in its travel by air that adequate maintenance facilities be established, constructed and equipped at the Airport for the maintenance, upkeep and overhaul of aircraft arriving at and departing from 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 Delta Maintenance Base be financed as a Special Facility, 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 Special Facility Delta Maintenance System Lease Agreement (hereinafter defined as and called the "Lease Agreement"), dated as of April 1, 1972, with Delta Air Lines, Inc., as Lessee, the Lease 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 Delta Maintenance Base 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 Lessee; 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 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 2 of said meeting was given and posted in accordance with the requirements of Article 6252-17, Section 3A, 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 1.2. SHORT TITLE. This Ordinance may be cited by the short title "1972 REGIONAL AIRPORT DELTA MAINTENANCE BASE 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 Lease 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 Lease 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) "Additional Bonds" means any Bonds issued for the purposes specified in Section 8.2 hereof. (c) "Board" means the Dallas-Fort Worth Regional Airport Board, as aforesaid. (d) "Bonds" means the Series 1972 Bonds, any Completion Bonds, any Additional Bonds, and any Refunding Bonds issued hereunder, all of which are Special Facility Bonds within the meaning of the 1968 Concurrent Bond Ordinance. (e) "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. (f) "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. (g) "Completion Bonds" means any Bonds issued for the purpose of completing the payment of the Costs of the Initial Facilities of the Delta Maintenance Base, 3 or any subsequent project relating thereto for which Additional Bonds have been issued, as provided in Section 8.1 hereof. (h) "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, 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. (i) "Costs of the Delta Maintenance Base" Base or"Costs of the Initial Facilities" means all of the applicable items relating to the Delta Maintenance Base, as provided in paragraph O of Section 2.1, of the 1968 Concurrent Bond Ordinance, including the costs of grading and trunk drainage of the land leased under the Lease Agreement. In addition, such Costs shall include, without limitation, the following: (1) All amounts paid by the Board in discharge of its obligations under Article III of the Lease Agreement, including without limitation, all amounts paid under all construction, engineering, architectural, insurance or other related contracts; (2) All amounts paid by the Board for changes to the complete plans and specifications; (3)All amounts necessary to provide for work performed, materials purchased or expenditures incurred pertaining to or in connection with the Delta Mainte- nance Base, including, without limitation, the charges of any architects or engi- neers for plans, specifications, drawings and supervision for the Delta Mainte- nance Base, the charges of any surveyors or engineers, employed to make plans, or conduct tests or analyses, with respect to the Leased Land; (4) The cost of any performance and payment bonds procured in connection with the acquiring and construction of the Delta Maintenance Base; (5) Legal, accounting and bond consultant fees and expenses and all costs and expenses incident to the authorization, preparation, printing, engraving, issuance, delivery and sale of the Bonds, the preparation, execution, delivery and recording of this Agreement, the Delta Maintenance Base Bond Ordinance, any preliminary and the final official statement pertaining to the Bonds, any purchase agreement pursuant to which the Bonds will be sold and all other agreements and documents involved and contemplated hereby, the costs and fees incident to the qualification of the Bonds for offer and sale under securities laws and the preparation of any memorandum as to the eligibility of the Bonds for investment under state laws; (6) Interest accruing on the Bonds during any period of construction, the period of construction to be stated in the Delta Maintenance Base Bond Ordinance and any ordinances authorizing the issuance of Completion Bonds and Additional Bonds; and (7) Such other and additional fees, costs, expenses and expenditures of what- ever nature incidental or pertaining to the completion of the Delta Maintenance Base, including fiscal agent fees and expenses and paying agents' fees. (j) "Dallas" means the City of Dallas, Texas. (k) "Delta Maintenance Base" means and shall include the Initial Facilities and all extensions, additions, improvements and modifications thereto. (1) "Delta Maintenance Base 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. 4 (m) "Delta Maintenance Base 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. (n) "Delta Maintenance Base 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. (o) "Delta Maintenance Base 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. (p) "Director of Engineering" means that person who shall from time to time be in charge of the Board's Engineering Department. (q) "Director of Finance" means the Director of Finance of the Board. (r) "Executive Director" means the chief administrative and executive officer of the Board as described and required by the Contract and Agreement. (s) "Event of Default" means any of the events stated in Section 10.1 hereof as events of default. (t) "Fort Worth" means the City of Fort Worth, Texas. (u) "Ground Rent" means the rent payable to the Board under Section 5.1 of the Lease Agreement. (v) "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. (w) "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. (x) "Initial Facilities" means the properties, facilities, structures and equipment described in the Lease Agreement. (y) "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. (z) "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. (aa) "Lease Agreement" means the agreement with the Lessee described in the preambles hereof. (bb) "Lessee" means Delta Air Lines, Inc. (cc) "Net Rent" means the rent payable to the Board under Section 5.2 of the Lease Agreement and herein pledged to the payment of the Bonds. (cc) "1968 Concurrent Bond Ordinance" means the Ordinance described and re- ferred to by that name in the preambles hereof. 5 (ee) "Paying Agent" or "Paying Agents," with respect to the Series 1972 Bonds, means Oak Cliff Bank&Trust Company, Dallas, Texas, or at the option of The Holder Continental National Bank of Fort Worth, Fort Worth, Texas, or at Manufacturers Hanover Trust Co., New York, New York. (ff) "Pledged Revenues" means the revenues specified in Section 7.1 hereof and therein pledged to the payment of the Bonds. (gg)"Refunding Bonds"means any Bonds issued for the purposes authorized under Section 8.3 hereof. (hh) "Series 1972 Bonds" means the series of Bonds authorized in Article III hereof. (ii) "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 kpplied 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 Delta Maintenance Base 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/iiths thereof) and by Fort Worth (to the extent of 4/1iths 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/uths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/1iths 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 6 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 constructing, financing and equipping in any lawful manner any facilities for the Airport considered by the Board to be necessary or desirable in connection therewith, including, but not limited to, the construction and financing of other Special Facilities under the 1968 Concurrent Bond Ordinance and the issuance of Special Facility Bonds therefor payable from lease agreements with any parties, including the Lessee. ARTICLE III SERIES 1972 BONDS Section 3.1. AUTHORIZATION. (a) For the purpose of providing funds with which to pay the Costs of the Initial 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 Special Facility Delta Maintenance Base Revenue Bonds, Series 1972" (hereinabove defined as the "Series 1972 Bonds"), in the aggregate principal amount of $4,870,000, 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 Ver- non's Texas Civil Statutes, as amended. Section 3.2. DATE, DENOMINATION, MATURITIES AND INTEREST RATES. The Series 1972 Bonds shall be dated July 1, 1972, shall be in the denomination of $5,000 each, numbered in direct numerical order from 1 through 974 and shall mature and become due and payable serially on November 1 in each of the years and in the amounts and bearin interest per annum from their date to their stated maturity or earlier redemption as follows, to-wit: Years Amounts Maturing Rate of Interest 1974 $ 90,000 1975 ........................................................................ 95,000 ov - 1976 ........................................................................ 100,000 JVt.o o 1977 105,000 1978 ........................................................................ 115,000 1979 120,000 'on, 1980 ........................................................................ 130,000 �' . D 1981 135,000 '�' 1982 ............... ........................................................ 145,000 y 1983 ........................................................................ 155,000 . r. 1984 165,000 1985 ..... 180,000 1986 . ......... . ..................................................... 190,000 1987 ........................................................................ 200,000i. 1988 ........................................................................ 215,000 1989 ........................................................................ 230,000 1990 ........................................................................ 245,000 1991 ........................................................................ 260,000 (,•o: 1992 ........................................................................ 275,000 ,o 1993 ........................................................................ 295,000 1994 ........................................................................ 315,000 1995 ........................................................................ 335,000 1996 ........................................................................ 775,000 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. 7 Section 3.3. PAYING AGENT. 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 SPECIAL FACILITY DELTA MAINTENANCE BASE REVENUE BOND SERIES 1972 NO................. $5,000 On the 1st day of November, 19...., 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 Oak Cliff Bank&Trust Company,Dallas, Texas,or at Continental National Bank of Fort Worth, Fort Worth, Texas, or at Manufacturers Hanover Trust Co., New York, New York, paying agents, without exchange or collection charges to the bearer hereof. 8 The bonds of this series maturing on and after November 1, 1988, shall be redeemable prior to maturity in whole, or in part in inverse order of maturities, and by lot within 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 July 1, 1972, numbered from 1 through 974, of the denomination of $5,000 each, aggregating $4,870,000, issued by the Cities for the purpose of providing funds for the construction and equipment of the Initial Facilities of the Delta Maintenance Base 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 Delta Maintenance Base Bond Ordinance," and therein have jointly pledged their respective 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 certain Special Facility Delta Maintenance System Lease Agreement, dated as of April 1, 1972, between the Board and Delta Air Lines, Inc. Said Pledged Revenues, including said net rent, will be on deposit from time to time in various funds created ann confirmed in and pursuant to the 1972 Regional Airport Delta Maintenance Base Borld 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 said Bond Ordinance and to said Lease 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 obligations of each of the Cities, including the right to issue other bonds on a parity as to lien with this series of bonds under the conditions and with the effect stated, the rights and remedies of bondholders in the event of default thereunder, and the rights and priorities of the holders of this series of bonds and other bonds issued thereunder, to all the provisions of which the holder thereof by the acceptance of this bond assents and agrees. As provided in said 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 /piths of the total amount thereof, and in the case of Fort Worth 4/piths of the 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 Delta Maintenance Base Bond Ordinance and the execution and 9 delivery of said Lease Agreement have been done, do exist and have been performed as so required. 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 signatures 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. ------------------------------------------ Mayor, City of Dallas, Texas COUNTERSIGNED: ------------------------------------------ City Auditor, City of Dallas, Texas ------------------------------------------ Mayor, City of Fort Worth, Texas COUNTERSIGNED: ------------------------------------------ City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM: ------------------------------------------ City Attorney, City of Fort Worth, Texas 10 (FORM OF COUPONS) NO............ $.................... ON THE 1st DAY OF .................. .. 19........ 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 Oak Cliff Bank & Trust Company, Dallas, Texas, or at Continental National Bank of Fort Worth, Fort Worth, Texas, or at Manufacturers Hanover Trust Co., 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 Special Facility Delta Maintenance Base Revenue Bonds, Series 1972" dated July 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 bytaxation. Bond No...._................... --------------------------------------�--- Mayor, City of Dallas, Texas COUNTERSIGNED: ------------------------------------------ City Auditor, City of Dallas, Texas ------------------------------------------ Mayor, City of Fort Worth, Texas COUNTERSIGNED: ------------------------------------------ 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 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 ............................................................ ------------------------------------------ [SEAL] Comptroller of Public Accounts of the State of Texas 11 ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF S%RIES 1972 BONDS Section 4.1. METHOD OF EXECUTION. Each of the Series 1972 Bonds shall be signed and executed on behalf of the City 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 the City of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary; the same shall be approved as to form 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 the City of Dallas and of the Mayor and City Secretary of the City of Fort Worth shall be lithographed or printed upon the coupons attached to the Series 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 said bonds and to assure the investigation,examination, and approval thereof by the Attorney General of the State of Texas and their registration by the State Comptroller of Public Accounts. Upon registration of the Series 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 said bonds as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale at the earliest practicable date after the adoption of this Ordinance. Section 4.3.AWARD AND SALE. The Series 972 Bonds are hereby sold in accordance with law and shall be delivered to ' tmSV <.7:(x ...�..,...,. ................................. ............... . ...................................................................................................................... for a price of$... 774..v 3,......plus interest from the date of the Series 1972 Bonds.accrued to the date of delivery thereof. The official bid of the purchasers of said Bonds is hereby accepted and approved, and shall be executed on behalf of the City of Dallas by the City Manager with its corporate seal impressed thereon, attested by the City Secretary, coun- tersigned by the City Auditor, and approved as to form by the City Attorney. The same 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 PROCEEbS, USES AND WITHDRAWALS. Section 5.1. INTEREST DURING CONSTRUCTION. (a) It is hereby found and deter- mined that the estimated period to complete construction of the Initial Facilities is twenty-two(22)months from July 1, 1972, and accordingly the amount equal to the interest to become due on the Series 1972 Bonds during said period is hereby appropriated from the proceeds of the sale of said Bonds and ordered to be deposited to the credit of the 12 Delta Maintenance'Base 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), then, upon written order of the Director of Einance, that part of the Interest and Sinking Fund containing said amount shall be placed in trust with Oak Cliff Bank&Trust Company, Dallas, Texas, one of the Paying Agents for the Series 1972 Bonds. Such portion of the r, 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 paragraph (a) is inconsistent with the provisions of the Contract and Agreement or the Lease Agreement, then the Contract and Agreement and Lease Agreement are hereby amended to accommodate the require- ments of this paragraph (a). (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 $400,000 shall be deposited into the Delta Maintenance Base Bond Reserve Fund and used, applied and devoted to the purposes specified elsewhere herein for money on deposit in said Fund. Section 5.2. DELTA MAINTENANCE BASE CONSTRUCTION FUND. Except as otherwise provided in Section 5.1, all proceeds derived from the sale of the Series 1972 Bonds shall be deposited promptly upon the receipt thereof in the Delta Maintenance Base Construction Fund, which is hereby created, and the moneys within said Fund shall be used solely for the purpose of paying the Costs of the Initial Facilities. Section 5.3. PROCEEDS FROM OTHER SERIES. The proceeds derived from the sale of Completion Bonds,Additional Bonds or Refunding Bonds shall be deposited and disbursed in accordance with directions contained in the ordinance or ordinances authorizing the issuance thereof. Section 5.4. DISBURSEMENTS FROM CONSTRUCTION FUND; SURPLUS. (a) Be- fore any moneys shall be withdrawn or any payments shall be made from the Delta Maintenance Base Construction Fund for Costs of the Delta Maintenance Base which directly relate to the physical construction and equipment thereof there shall be filed with and approved by the Executive Director— (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 (ii) 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 6 and that each item thereof is a proper charge against the Delta Maintenance Base 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; 13 (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 Delta Maintenance Base 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 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 Delta Maintenance Base Construction Fund for Costs of the Delta Maintenance Base other than those contemplated in paragraph (a), above, including expenses of administration and other items included as a part of the term "Costs of the Delta Maintenance Base" as defined in this Ordinance, the Board shall adopt and maintain a current schedule of Delta Maintenance Base Construction Fund uses. Moneys within the Delta Maintenance Base 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 to the effect that such expenditures are itemized in or contemplated by such schedule of Delta Mainte- nance Base 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 the purpose of the expenditure and shall recite that the expenditure is a proper Cost of the Delta Maintenance Base. (c) When the Initial Facilities, or any item of additional improvements made with the proceeds of Bonds, shall have been completed in accordance with the plans and specifi- cations thereof, and when all amounts due therefor, including all proper incidental ex- penses, shall have been paid, the Director of Engineering shall file with the Executive Director and the Board a certificate so stating, and thereupon the Board shall cause the transfer of all moneys remaining in the Delta Maintenance Base System Construction Fund, if any, to the Delta Maintenance Base Bond Interest and Sinking Fund. ARTICLE VI LEASE AGREEMENT, COLLECTION OF NET RENT Section 6.1. LEASE AGREEMENT. (a) The Cities covenant and warrant (i) that the Lease 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 lease agreement of, the Cities, the Board and the Lessee, enforceable in accordance with its terms; (ii) that this Ordinance has l een approved by the Lessee in conformity with the requirements of the Lease 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 amenda- tory agreement or otherwise, the provisions of paragraphs (a) and (c) of Section 5.2 or paragraph (a) of Section 5.4 of the Lease 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, any other provision of the Lease Agreement,which modification, amendment or concession would have the effect of reducing, altering or modifying the obligations and commitments of the Lessee contained in paragraphs (a) and (c) of Section 5.2 of the Lease Agreement or paragraph (a) of Section 5.4 thereof, or would 14 minimize, reduce or lessen the rights of the Board in the event of a default in the payment of Net Rent by the Lessee 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 Lease 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 Lessee, cause the Net Rent payable under the Lease 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 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 5.2 and all other relevant paragraphs and Sections of the Lease 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 Lessee under paragraph (b) of Section 5.2 of the Lease Agreement; and (c) in the event of a default in the payment of Net Rent by the Lessee under the Lease Agreement, 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 Lease Agreement. All of the items of moneys described above are herein collectively called and defined as the "Pledged Revenues." No Bonds issued hereunde0shall ever be payable in whole or in part from Gross Revenues of the Airport as defined in the 1968 Concurrent Bond Ordinance and no holder of any bonds issued hereby shall ever have the right to demand payment of these Bonds out of any funds raised or to be raised by taxation. Section 7.2.SPECIAL FUNDS. In addition to the Delta Maintenance Base 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) Delta Maintenance Base Net Rent Clearance Fund; (b) Delta Maintenance Base Bond Interest and Sinking Fund; and (c) Delta Maintenance Base Bond Reserve Fund. Section 7.3. FLOW OF FUNDS. That portion of Pledged Revenues credited against the Net Rent payable by Lessee under paragraph (b) of Section 5.2 of the Lease 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 Lessee in the amounts and on the dates required by Section 6.2 hereof and, as collected, shall be held in the Delta Maintenance Base Net Rent Clearance Fund within 15 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 Delta Maintenance Base Interest and Sinking Fund, after accounting for any moneys already on deposit therein and available for the purposes, as aforesaid— (i) beginning on April 1, 1974, and on the 1st day of each month thereafter, an amount necessary provide 1/6th of the amount of interest to become due on the Series 1972 Bonds on November 1, 1974 and on each succeeding interest payment date thereafter; provided, however, that no transfers shall be required on such dates to the extent money has been provided from future issues of Completion or Additional Bonds to pay the interest then becoming due on the Series 1972 Bonds; (ii) beginning on October 1, 1973, and on the 1st day of each month thereafter through September 1, 1996, an amount equal to 1/12th of the principal maturing on the Series 1972 Bonds on November 1 in each next succeeding year, except that in the year 1997 full credit shall be given to all funds in the Delta Mainte- nance Base Bond Reserve Fund; and (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 the only Bonds outstanding and so long as the Delta Maintenance Base Bond Reserve Fund contains the amount initially deposited therein as directed in Section 5.1(b) hereof, no further payments shall be required or made thereto. If any Completion Bonds or Additional Bonds shall be issued, then additional deposits shall be made into the Delta Maintenance Base Bond Reserve Fund as may be specified in the ordinance authorizing such Bonds in conformity with the requirements of Article VIII hereof. If at the close of business on September 30th of any year, said Reserve Fund shall contain less than the amount initially deposited therein, then any surplus amounts in the Delta Maintenance Base Interest and Sinking Fund shall be deposited to the credit of the Reserve Fund to the extent necessary to restore the deficiency. If there is no surplus or if the surplus is insufficient, the remaining deficiency shall be deposited in twelve (12) equal monthly installments during the next succeeding twelve (12) month period. Section 7.4. USES OF FUNDS. Moneys on deposit to the credit of the Delta Mainte- nance Base Bond Interest and Sinking Fund and the Delta Maintenance Base Bond Reserve Fund shall be used for the purposes and uses specified in this Section 7.4, as follows— (a) DELTA MAINTENANCE BASE BOND INTEREST AND SINKING FUNDS —Moneys on deposit in the Delta Maintenance Base 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) DELTA MAINTENANCE BASE BOND RESERVE FUND. For so long as any of the Bonds shall be outstanding the Delta Maintenance Base 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 Delta Maintenance Base Bond Interest 16 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 Delta Maintenance Base Bond Reserve Fund to the Delta Maintenance Base Bond Tnterest and Sinking Fund for the uses specified for that Fund, and the deficiency thus occuring in the Delta Maintenance Base Bond Reserve Fund shall be restored at the times required by paragraph (c) of Section 7.3 hereof. Section 7.5. SECURITY AND INVESTMENT OF FUNDS. (a) For so long as moneys relating to the Delta Maintenance Base 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 Delta Maintenance Base Construction Fund shall be retained therein for the purposes of said Fund. Earnings on the Delta Maintenance Base Bond Interest and Sinking Fund during construction of the Initial Facilities shall be transferred to the Construction Fund; and thereafter, such earnings shall be retained in the Delta Maintenance Base Bond Interest and Sinking Fund and shall be applied in reduction of the Net Rent required to be collected under the Lease Agreement. Earnings on the Delta Maintenance Base Bond Reserve Fund shall be deposited to the credit of said Fund if there is any deficiency in said Fund until such time as the amount required to be on deposit therein as provided by Section 7.3(c)hereof is satisfied.Any excess earnings during construction of the Initial Facilities shall be transferred to the Delta Maintenance Base Construction Fund; and thereafter such earnings shall be transferred to the Delta Maintenance Base Bond Interest and Sinking Fund and shall be applied in reduction of the Net Rent to be collected under the Lease 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 and any series of Additional Bonds or Completion Bonds, except such of the proceeds of the issue (i) deposited into the Delta Maintenance Base Reserve Fund, and (ii) deposited into the Delta Maintenance Base Construction Fund, will not be used to acquire securities or obligations (other than obligations described in subsection (a)(1) of said Section 103) that will produce a yield in violation of Section 103 of the Internal Revenue Code of 1954, as may be amended from time to time. ARTICLE VIII COMPLETION BONDS, ADDITIONAL BONDS AND REFUNDING BONDS Section 8.1. COMPLETION BONDS. (a)The Cities reserve the right to issue Completion Bonds payable from Pledged Revenues, for the purpose of completing (i) the payment of the Costs of the Initial Facilities; and (ii) the payment of the Costs of the Delta Mainte- nance Base in connection with any project for which Additional Bonds have been issued. (b) Completion Bonds shall be on a parity with and shall have the same rights and privileges hereunder as the Series 1972 Bonds and any Additional Bonds issued hereunder. Completion Bonds may be issued upon and subject to the following covenants and condi- tions, to-wit: (i) In any issue or issues of Completion Bonds relating to the Initial Facilities, the Cities shall include within the principal amount of each issue, an amount equal to (A) the interest to accrue thereon during the remaining estimated period prior to which the Delta Maintenance Base will be completely constructed; plus(B)the amount 17 necessary to cause the Delta Maintenance Base Reserve Fund to have on deposit therein an amount equal to the average annual principal and interest requirements on the Series 1972 Bonds then outstanding and any Completion Bonds previously issued and to be issued. The amount specified in Clause (A) shall be deposited to the Delta Maintenance Base Interest and Sinking Fund and the amount specified in Clause (B) shall be deposited to the Delta Maintenance Base Bond Reserve Fund. (ii) The Chairman and Secretary of the Board shall execute a certificate stating in effect that the Lessee is not in default under the Lease Agreement and that the Cities' right to issue Completion Bonds with the effect as to the payment of increased Net Rent thereunder has not been altered, rescinded, amended or changed by the Lessee, the Board or the Cities. (iii) Completion Bonds shall be made to mature on the same day and month, and bear interest payable on the same days and months as the Series 1972 Bonds. Section 8.2. ADDITIONAL BONDS. In addition to said right reserved to issue Comple- tion Bonds, as provided in Section 8.1,the Cities reserve the right to issue Additional Bonds payable from Pledged Revenues for the purpose of extending, improving, constructing, repairing or replacing the Delta Maintenance Base. Additional Bonds shall be on a parity and of equal dignity with and shall have the same rights and privileges hereunder as the Series 1972 Bonds and any Completion Bonds. Additional Bonds may be issued upon and subject to the following covenants and conditions, to-wit: (a)The Cities shall not then be in default in any covenant, obligation or undertak- ing contained in this Ordinance or in any other ordinance hereafter adopted relating to any Bonds theretofore issued as shown by a certificate of the Chairman and Secretary of the Board. Said certificate shall specifically certify that all payments into the various Funds herein created and established have been made in full and that said Funds are current and there are no deficiencies in the amounts then required to be on deposit therein. (b) The Cities shall increase the amounts then required to be on deposit in the Delta Maintenance Base Bond Reserve Fund by including in each issue of Additional Bonds an amount at least equal to the amount necessary to cause the Delta Mainte- nance Base Bond Reserve Fund to have on deposit therein an amount equal to the average annual principal and interest requirements on the Bonds to be outstanding after said issue. (c) The issuance of any Additional Bonds shall be approved by the Lessee in the manner required by the Lease Agreement, as evidenced by a written instrument executed by the Board and the Lessee under which the Net Rent under the Lease Agreement will be increased in an amount sufficient to pay all principal of and interest on the Bonds to be outstanding as the same mature and become due. (d) Additional Bonds shall mature on the same day and month and bear interest payable on the same days and months as the Series 1972 Bonds. Section 8.3. REFUNDING BONDS. In addition to the Bonds authorized in Sections 8.1 and 8.2, the Cities shall have the right in accordance with any applicable law to issue Refunding Bonds in any manner authorized by law to refund any part or all 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 8.4. NO FURTHER ENCUMBRANCES OF PLEDGED REVENUES. Except through the issuance of Completion Bonds and Additional Bonds, the Cities will not in any manner pledge or further encumber the Pledged Revenues herein committed to the payment of Bonds. 18 ARTICLE IX MISCELLANEOUS COVENANTS Section 9.1. COMPLETION OF THE DELTA MAINTENANCE BASE. The Cities, to every extent they lawfully may do so, covenant and agree to proceed without delay to commence and complete the Delta Maintenance Base 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 Delta Maintenance Base, 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 Delta Maintenance Base, and the Lessee, subject to the Lease 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 Delta Maintenance Base and the Lease Agreement. (b) The Board shall, after the close of its 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; (iii) a list of the insurance policies 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 Lessee as an expense of operation of the Delta Mainte- nance Base except during construction of the Initial Facilities when it shall be treated as a Cost of the Initial Facilities. The Board shall furnish promptly (and in any event 19 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 Lessee to maintain the Delta Maintenance Base 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 Lease Agreement. Section 9.7. INSURANCE. The Board covenants that it will insure or cause to be insured the Delta Maintenance Base 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, in accordance with the provisions of Section 6.6 of the Lease Agreement. The proceeds of all such insurance shall be available for, and shall to the extent necessary be applied to the repair, replacement or reconstruction of the damaged or destroyed property, and shall be held by the Board and disbursed in the manner provided in the Lease Agreement. Section 9.8. RATES IN CERTAIN INSTANCES. In the event of a default in the payment of Net Rent by the Lessee under the Lease Agreement and the Board operates the Delta Maintenance Base 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 Delta Maintenance Base 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 EVENTS 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 Lessee of Net Rent under the Lease Agreement, or otherwise fail, refuse or neglect to enforce any other provisions of the Lease Agreement in a manner 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 20 Airport or the Delta Maintenance Base 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 or discharged or stayed on appeal within ninety (90) days after entry; or (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 the Lessee and the Holders of 662/3% of the Bonds outstanding hereunder at the time of the adoption of such amenda- tory 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; (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 21 York. Such notice shall briefly state the nature of the proposed amendm ant 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 662/3% of the Bonds then outstanding. (d) BINDING CONSENT. If the Holders of at least 662/3% 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 by 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 Subject to the provisions of Section 11.1(a) the Cities may, pursuant to a concurrent ordinance adopted by their respective City Councils, by supplement any inconsistent or defective provision contained in this Ordinance or in any ordinance supple- mental 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. 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. 22 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 Lease Agree- ment. 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 July 10, 1972. .................................................................................... Mayor, City of Dallas, Texas [SEAL] ATTEST: .................................................................................... City Secretary, City of Dallas, Texas APPROVED AS TO FORM: .................................................................................... City Attorney, City of Dallas, Texas ADOPTED July 10, 1972 .................................................................................... Mayor, City of Fort Worth, Texas [SEAL] ATTEST: .................................................................................... City Secretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: -i'� ......r................................................ City Attorney, City of Fort Worth, Texas 23 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. .......... duly adopted by the City Council of the City of Dallas, at a regular meeting of the Council held on July 10, 1972, authorizing the issuance of Dallas-Fort Worth Regional Airport Special Facility Delta Maintenance Base Revenue Bonds, Series 1972, in the aggregate principal amount of $4,870,000, which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this ........... day of July, 1972. .................................................................................... City Secretary, City of Dallas, Texas [SEAL] THE STATE OF TEXAS COUNTY OF TARRANT 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 regular meeting of the Council held on the loth day of July, 1972, as same appears 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 Vernon's Ann.Civ. St.Article 6252-17, as amended. WITNESS MY HAND and the Official Seal of the City of Fort Worth, Texas, this the ...... day of July, 1972. .................................................................................... City Secretary City of Fort Worth, Texas [SEAL] 24 drl;rt