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HomeMy WebLinkAboutOrdinance 3818 7 - ORDINANCE 3818 AUTHORIZING THE ISSUANCE AND SALE OF $1,850,000.00 CITY OF FORT WORTH AIRPORT REVENUE BONDS, SERIES 1958, BEARING INTEREST AT THE RATES HEREIN PRESCRIBED, MATURING SERIALLY ON APRIL 1 IN EACH OF THE YEARS 1966 TO 1984, BOTH INCLUSIVE, FOR THE PURPOSE OF PROVIDING FUNDS FOR ENLARGING, EXTENDING ANT IMPROVING THE CITY'S AIRPORT SYSTEM; PRESCRIBING THE FORM OF BOND AND COU- PONS, PLEDGING THE AIRPORT REVENUES AS DESIGNATED HEREIN TO THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A DEED OF TRUST ON THE PHYSICAL PROPERTIES OF SAID AIRPORT SYSTEM, AS DEFINED HEREIN; PROVIDING THAT SUCH BONDS SHALL BE SPECIAL OBLIGATIONS OF THE CITY OF FORT WORTH AND THAT THE HOLDER OF THE BONDS SHALL HAVE NO RIGHT TO DEMAND THEIR PAYMENT OUT OF FUNDS RAISED OR TO BE RAISED BY TAXATION; AUTHORIZING THE DELIVERY OF THE BONDS TO THE PURCHASER THEREOF IN ACCORDANCE WITH THE PURCHASE CONTRACT; ORDAINING OTHER PROVISIONS RE- LATED TO THE SUBJECT, AND DECLARING AN EMERGENCY WHEREAS, the City of Fort Worth (hereinafter called the "City") acting through its City Council (hereinafter called the "City Council") has heretofore adopted a plan and implemented a program for the expansion and further development of its Airports (hereinafter collectively called the "Airport"); and WHEREAS, under the provisions of Chapter 43, Acts of the 53rd Legislature, First Called Session, enacted in 1954 (Vernon's Texas Statutes 12693-5) the City is authorized to issue its revenue bonds for the purpose of enlarging, extending, repairing or improving its Airport or Airports, or for any two or more of said uses, and in connection therewith to pledge all or any part of the revenues from the operation of the Airports; and WHEREAS, to provide the money necessary to construct airport improvements the City Council has determined that it is to the best interest of the City and of its inhabitants that revenue bonds be issued for the purpose of enlarging, extending and improving its Airport System, and that the auth- orizing ordinance recognize the future need of the issuance of additional revenue bonds from time to time, under the restrictions prescribed in such ordinance for completion of additional enlargements, extensions and improve- ments of its Airport System; and WHEREAS, it is deemed advisable that said revenue bonds be further secured by the execution and delivery of a deed of trust on the phy- sical properties of said Airports; i BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. Authorization of Bonds. That for the purpose of pro- viding funds to enlarge, extend and improve its Airport System, the revenue bonds of the City of Fort Worth, Texas, in the aggregate amount of One Mil- lion Eight Hundred Fifty Thousand ($1,850,000.00) Dollars be issued. 2. Designation - Denomination - Serial Numbers - Interest Rates. That such bonds to be known as City of Fort Worth Airport Revenue Bonds, Series 1958, (hereinafter called the "Revenue Bonds'% be issued pur- suant to the Constitution and laws of the State of Texas, including the pro- visions of Chapter 43, Acts 53rd Legislature, First Called Session, 1954, and the Charter of said City, and that they be numbered from One (1) to One Thousand Eight Hundred Fifty (1,850), both inclusive, in the dendnination of One Thousand ($1,000.00) Dollars each, aggregating One Million Eight Hundred Fifty Thousand ($1,850,000.00) Dollars, bearing interest payable October 1, 1958, and semi-annually thereafter on April 1 and October 1 of each year at rates as follows: Bonds Nos. 1 to 50, both incl. April 1, 1958 to April 1, 1961 - 5% per annum; April 1, 1961 to maturity dates- 4% per annum. Banda Nos. 51 to 420, both Incl. April 1, 1958 to April 1, 1961 - 5% per annum; April 1, 1961 to maturity dates - 4 p per annum. Bonds Nos. 421 to 730, both incl. April 1, 1958 to April 1, 1961 - 5% per annum; April 1, 1961 to maturity dates - 4J% per annum. Bonds Nos. 731 to 1850, both incl. April 1, 1958 to April 1, 1961 - 5% per annum; April 1, 1961 to maturity dates - 4-3/4% per annum. Interest on each of Bonds Nos. 1 to 50, both inclusive, falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $5.00 and the other for $20.00. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart 11 from the other. Interest falling due after April 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $20.00. Interest on each of Bonds Nos. 51 to 420, both inclusive, falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $3.75 and the other for $21.25. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Interest falling due after April 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $21.25. Interest on each of Bonds Nos. 421 to 730, both inclusive, falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $2.50 and the other for $22.50. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Interest falling due after April 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $22.50. Interest on each of Bonds Nos. 731 to 1850, both inclusive, falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $1.25 and the other for $23.75. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Interest falling due after April 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $23.75. 3. Date-Maturities-Registration. The Revenue Bonds shall be dated April 1, 1958, and shall become due and payable serially as follows: BONDS NUMBERS MATURITY DATES AMOUNTS 1 to 50, both incl., April 1, 1966, $ 50,000.00 51 to 100, " It April 1, 1967, 50,000.00 101 to 160, " It April 1, 1968, 6o,000.00 161 to 220, " of April 1, 1969, 60,000.00 221 to 280, " " April 1, 1970, 60,000.00 281 to 350, " April 1, 1971, 70,000.00 351 to 420, April 1, 1972, 70,000.00 421 to 490, April 1, 1973, 70,000.00 491 to 570, " April 1, 1974, 80,000.00 571 to 650, " " April 1, 1975, 80,000.00 651 to 730, " April 1, 1976, 80,000.00 731 to 820, " April 1, 1977, 90,000.00 821 to 910, " toApril 1, 1978, 90,000.00 911 to 1010, it April 1, 1979, 100,000.00 1011 to 1110, April 11 1980) 100,000.00 1111 to 1220, " " April 1, 1981, 110,000.00 iii BONDS NUMBERS MATURITY DATES AMOUNTS 1221 to 1330, both incl., April 1, 1982, $ 2.10,000.00 1331 to 14501 " to April 1, 1983, 120,000.00 1451 to 1650, " " April 1, 1984, 200,000.00 1651 to 1850, " " April 1, 1985, 200,000.00 Each Revenue Bond, at the option of the holder, shall be registerable as to principal only on the books of the Trustee, kept by the Trustee as Bond Registrar, in accordance with the provisions for registration printed on the back of each of the Revenue Bonds. 4. Medium and Place of Payment. The Revenue Bonds and the coupons representing obligations to pay interest thereon shall be payable in lawful money of the United States of America at The First National Bank of Fort Worth, Fort Worth, Texas, without exchange or collection charges to the owner or holder of such bonds and coupons. 5. Options of Redemption. In certain of the Revenue Bonds designated in this Section 5 the City reserves the option of redemption prior to maturity, the extent and effect of such option being as follows: Revenue Bonds maturing on and prior to April 1, 1973 shall contain no option of redemption prior to maturity. Each Revenue Bond maturing from April 1, 1974 to April 1, 1985, both inclusive, is subject to redemption on April 1, 1973, or on any interest payment date thereafter, upon the payment of accrued interest to the date fixed for redemption in addition to the price effective on the date so fixed for redemption as follows: DATE OF REDEMPTION EFFECTIVE PRICE April 1, 1973, 103-3/4 October 1, 1973, 103-3/4 April 1, 1974, 103-1/2 October 1, 1974, 103-1/2 April 1, 1975, 103-1/4 October 1, 1975, 103-1/4 April 1, 1976, 103 October 1, 1976, 103 April 1, 1977, 102-3/4 October 1, 1977, 102-3/4 April 1, 1978, 102-1/2 October 1, 19781 102-1/2 April 1, 1979, 102-1/4 October 1, 19791 102-1/4 April 1, 1980, 102 October 1, 1980) 102 iv DATE OF REDEMPTION EFFECTIVE PRICE April 1, 1981, 101-3/4 October 1, 1981, 101-3/4 April 1, 1982, 101-1/.2 October 1, 1982, 101-1/2 April 1, 1983, 101-1/4 October 1, 1983, 101-114 April 1, 1984, 101 October 1, 1984, 101 If less than all of the bonds as to which such option shall have become effective shall be called for redemption, they shall be called in their inverse numerical order. Sixty days' notice of such call shall be given in writing to the bank of payment and notice of such call shall be published in a finan- cial publication published in the City of New York, New York. Such notice shall appear in at least one issue of said publication, the date of said issue being not less than sixty days nor more than ninety days prior to the date so fixed for redemption. If any bond is called for redemption in said manner and if funds sufficient to pay the redemption price shall be made available in the bank of payment by the date fixed for redemption it shall not thereafter bear interest. 6. Method of Executing Bonds and Coupons. Each of the Revenue Bonds shall be signed by the facsimile signature of the Mayor and countersigned manually by the City Secretary and the corporate seal of the City of Fort Worth, Texas, shall be impressed upon each of them. The facsi- mile signatures of the Mayor and City Secretary shall be lithographed or printed upon the coupons attached to said bonds and such facsimile signatures shall have the same effect as if manually placed on said bonds and coupons. 7. Special Obligations. The Revenue Bonds shall consti- tute special obligations of the City of Fort Worth and each of the bonds shall contain a provision stating that the holder thereof shall never have the right to demand payment of said obligation out of funds raised or to be raised by taxation. The City shall not be precluded by any provision of this ordinance from using any other funds which may be used lawfully for the purpose in paying the principal of or interest on the Revenue Bonds. 8. Form of Bonds and Coupons. That such bonds, the coupons v to be thereto attached and the endorsements to appear thereon, shall be in substantially the- form shown in the Deed of Trust hereinafter in this ordinance authorized. 9. Application of Deed of Trust. That revenues of the Airport System shall be applied and the bonds herein authorized shall be paid in the manner set out and provided in the Deed of Trust which is hereinafter in this ordinance set out in full, and all of the provisions of said Deed of Trust shall be effective and shall be applicable to the authorization, issuance and payment of the bonds herein authorized and to the operation of such Airport System with like force and effect as though all of said provisions were other- wise than in the Deed of Trust separately set out in this ordinance. 10. Deed of Trust. That for the purpose of securing the payment of the bonds herein authorized, and for the purpose of providing for and fixing in more detail the rights of the holders thereof, and of the City and of the Trustee, and for the purpose of making an effective Deed of Trust lien on the Airport System and the lien of said bonds on the revenues thereof, a Deed of Trust in substantially the following form and language is hereby authorized to be executed and delivered on behalf of the City of Fort Worth: vi DEED OF TRUST THE STATE OF TEXAS COUNTY OF TARRANT THIS DEED OF TRUST dated as of April 1, 1958, by and between the City of Fort Worth, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Texas, sit- uated in Tarrant County, Texas (for brevity hereinafter called "CITY"), acting through its Mayor and City Secretary, duly authorized by an ordi- nance (hereinafter sometimes called the "BOND ORDINANCE") passed finally by the City Council on May 9th, 1958, PARTY OF THE FIRST PART, and THE FIRST NATIONAL BANK OF FORT WORTH, FORT WORTH, TEXAS, a national banking association duly organized and existing under and by virtue of the Bank- ing Laws of the United States (for brevity hereinafter called "TRUSTEE"), PARTY OF THE SECOND PART: W I T N E S S E T H: WHEREAS, the City Council of the City of Fort Worth, by ordinance duly passed on the date above mentioned, has provided for the issuance of bonds in the total amount of One Million Eight Hundred Fifty Thousand ($1,850,000.00) Dollars, which bonds are designated as "CITY OF FORT WORTH AIRPORT REVENUE BONDS, SERIES 1958" (hereinafter sometimes called the "BONDS") for the purpose of enlarging, extending and improving the City's Airports, are dated April 1, 1958, in the dencm- ination of One Thousand ($1,000.00) Dollars each, numbered One (1) to One Thousand Eight Hundred Fifty (1,850), both inclusive, and are to bear in- terest payable October 1, 1958, and semi-annually thereafter on April 1 and October 1 of each year, at the following rates: Bonds Nos. 1 to 50, both Incl. April 1, 1958 to April 1, 1961 - 5% per annum; April 1, 1961 to maturity date - 4% per annum. Bonds Nos. 51 to 420, both incl. April 1, 1958 to April 1, 1961 - 5% per annum; April 1, 1961 to maturity dates - 4 % per annum. Bonds Nos. 421 to 730, both incl. April 1, 1958 to April 1, 1961 - -5% per annum; April 1, 1961 to maturity dates - 4j, per annum. - 1 Bonds Nos. 731 to 1850, both inch. April 1, 1958 to April 1, 1961 - 5% per annum; April 1, 1961 to maturity dates - 4-3/4% per annum. Interest on each of Bonds NOS. 1 to 50, both inclusive, falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $5.00 and the other for $20.00. Either of said two coupons scheduled to mature nn each of said several interest payment dates may be presented and will be paid apart from the other. Interest falling due after April 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $20.00. Interest on each ofBonds Nos. 51 to 420, both in- clusive, falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $3.75 and the other for $21.25. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Interest falling due after April 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $21.25. Interest on each of Bonds Nos. 421 to 730, both in- clusive, falling due on each interest payment date during the period in vhich the rate is 5% shall be evidenced by two coupons, one in the amount of $2.50 and the other for $22.50. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Interest falling due after April 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $22.50. Interest on each of Bonds Nos. 731 to 1850, both in- clusive, falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $1.25 and the other for $23.75. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Interest falling due after April _ 2 _ 1, 1961, on each bond, shall be evidenced by a single coupon in the amount of $23.75; and WH&REAS, said Bonds are payable as to beta principal and interest, in lawful money of the United States of America, at Tha First National Bank of Fort Worth, Fort Worth, Texas, and mature serially as follows: BONDS NUMBERS MATURITY DATES AMCUNTS 1 to 50, both incl., April 1, 1966, $ 50,000.00 51 to 100, " April 1, 1967, 50,000.00 lol to 160, " " April 1, 1968, 60,Oo0.o0 161 to 220, " April 1, 1969, 60,0oo.00 221 to 280, " " April 1, 1970, 6o,0o0.00 281 to 350, to April 1, 1971, 70,000.00 351 to 420, " " April 1, 1972, 70,000.00 421 to 490, April 1, 1973, 70,000.00 491 to 570, " " April 1, 1974, 80,000.00 571 to 650, " " April 1, 1975, 80,000.00 651 to 730, April 1, 1976, 8o,000.00 731 to 820, April 1, 1977, 90,000.00 821 to 910, " " April 1, 1978, 90,000.00 911 to 1010, " " April 1, 1979, 100,000.00 1011 to 1110, " " April 1, 1980, 100,000.00 1111 to 1220, " April 1, 1981, 110,000.00 1221 to 1330, " April 1, 1982, 110,000.00 1331 to 1450, " April 1, 1983, 120,000.00 1451 to 1650, " April 1, 1984, 200,000.00 1651 to 1850, to " April 1, 1985, 200,000.00 Each Revenue Bond, at the option of the holder, shall be registerable as to principal only on the books of the Trustee, by the Trustee as Bond Registrar, in accordance with the provisions for registration printed on the back of each of the Revenue Bonds. WHEREAS, the Bonds and the interest coupons and certificates to appertain thereto, and the form for registration of the Bonds as to prin- cipal, the Comptroller's certificate and the Trustee's certificate, to be endorsed thereon, are to be in substantially the following forms, respect- ively, with appropriate insertions, omissions and variations as in this Deed of Trust provided: (FORM OF BONDS) NO. $1,000 UNITED STATES OF AMERICA STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH AIRPORT REVENUE BOND SERIES 1958 The City of Fort Worth, in the County of Tarrant, State - 3 - t t of Texas, a municipal corporation duly incorporated under the laws of the State of Texas, and operating under its Rome Aule Charter, for value re- ceived, hereby acknowledges itself indebted to and promises to pay solely out of the revenues hereinafter specified, to bearer, or, if this bond be registered, to the registered holder hereof, on the 1st day of April, 19 (or earlier as hereinafter referred to)(Note 1 to Printer)the principal sum of ONE THOUSAND DOLLARS in lawful money of the United States of America, with interest thereon from date hereof at the rate of(Note 2 to Printer)(Five (5%) per cent per annum until April 1, 1961, and thereafter at the rate of Four (4%) per cent per annum, payable October 1, 1958, and semi-annually thereafter on April 1 and October 1 of each year until the principal sum shall be paid, which interest is payable in lawful money of the United States of America and interest fall- ing due on or prior to maturity is payable upon presentation and surrender of proper interest coupons hereto attached as they severally become due, both principal and interest being payable at The First National Bank of Fort Worth, Fort Worth, Texas, without exchange or collection charges to the owner or holder hereof, and the City of Fort Worth is hereby held and firmly bound to apply the revenues of its Airports as defined and as prescribed in the ordinance and Deed of Trust authorizing and securing this bond and the issue of which it is a part to the payment of such principal and interest as they mature. Interest falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $5.00 and the other for $20.00. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Semi-annual interest falling due after April 1, 1961, shall be evidenced by a single coupon in the amount of $20.00.) (Note 2a to Printer) (Five (5%) per cent per annum until April 1, 1961, and thereafter at the rate of Four and one-fourth (4-,1%) per cent per annum, pay- able October 1, 1958, and semi-annually thereafter on April 1 and October 1 of each year until the principal sum shall be paid, which interest is payable in lawful money of the United States of America and interest falling due on or prior to maturity is payable upon presentation and surrender of proper - 4 - interest coupons hereto attached as they severally become due, both princi- pal and interest being payable at The First National Bank of Fort Worth, Fort Worth, Texas, without exchange or collection charges to the owner or holder hereof, and the City of Fort Worth is hereby held and firmly bound to apply the revenues of its Airports as defined and as prescribed in the ordinance and Deed of Trust authorizing and securing this bond and the issue of which it is a part to the payment of such principal and interest as they mature. Interest falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $3.75 and the other for $21.25. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Semi-annual interest fall- ing due after April 1, 1961, shall be evidenced by a single coupon in the amount of $21.25•) (Note 2b to Printer) (Five (5%) per cent per annum until April 1, 1961, and thereafter at the rate of Four and one-half (14%) per cent per annum, pay- able October 1, 1958, and semi-annually thereafter on April 1 and October 1 of each year until the principal sum shall be paid, which interest is pay- able in lawful money of the United States of America and interest falling due on or prior to maturity is payable upon presentation and surrender of proper interest coupons hereto attached as they severally become due, both principal and interest being payable at The First National Bank of Fort Worth, Fort Worth, Texas, without exchange or collection charges to the owner or holder hereof, and the City of Fort Worth is hereby held and firmly bound to apply the revenues of its Airports as defined and as prescribed in the ordi- nance and Deed of Trust authorizing and securing this bond and the issue of which it is a part to the payment of such principal and interest as they mature. Interest falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $2.50 and the other for $22.50. Either of said two coupons scheduled to mature on each of said several interest payment dates may be pre- sented and will be paid apart from the other. Semi-annual interest falling due after April 1, 1961, shall be evidenced by a single coupon in the amount of $22.50.) - 5 - (Note 2c to Printer) (Five (5%) per cent per annum until April 1, 1961, and thereafter at the rate of Four and three-fourths (4-3/4%) per cent per an- num, payable October 1, 1958, and semi-annually thereafter on April 1 and October 1 of each year until the principal sum shall be paid, which inter- est is payable in lawful money of the United States of America and interest falling due on or prior to maturity is payable upon presentation and surrend- er of proper interest coupons hereto attached as they severally become due, both principal and interest being payable at The First National Bank of Fort Worth, Fort Worth, Texas, without exchange or collection charges to the owner or holder hereof, and the City of Fort Worth is hereby held and firmly bound to apply the revenues of its Airports as defined and as prescribed in the ordinance and Deed of Trust authorizing and securing this bond and the issue of which it is a part to the payment of such principal and interest as they mature. Interest falling due on each interest payment date during the period in which the rate is 5% shall be evidenced by two coupons, one in the amount of $1.25 and the other for $23.75. Either of said two coupons scheduled to mature on each of said several interest payment dates may be presented and will be paid apart from the other. Semi-annual interest fall- ing due after April 1, 1961, shall be evidenced by a single coupon the amount of $23.75•) This bond may be registered as to principal alone in accord- ance with the provisions printed on the back of this bond and subject to the terms and conditions set forth in said ordinance and Deed of Trust. This bond and interest coupons attached hereto are made negotiable by law and are transferable by delivery and nothing contained in this bond or in said ordi- nance or Deed of Trust shall affect or impair negotiability except the limit- ations incident to registration of ownership. This bond is one of a duly authenticated series of bonds of like tenor and effect except as to serial number, maturity date, interest rate, and option of redemption, aggregating One Million Eight Hundred Fifty Thousand ($1,850,000.00) Dollars, issued for the purpose of providing funds for en- larging, extending and improving its Airports, in accordance with the Consti- tution and laws of the State of Texas and the Charter of said City, and - 6 - pursuant to an ordinance passed by the City Council and pursuant to a Deed of Trust by and between the City of Fort Worth and The First National Bank of Fort Worth, Fort Worth, Texas, (hereinafter referred to as the "Trustee") as Trustee, an original counterpart of which Deed of Trust is on file in the office of said Trustee, reference to which ordinance and Deed of Trust is hereby made for a description of the funds charged with and pledged to the payment of the interest on and the principal of the Bonds, the nature and ex- tent of the security therefor, and a statement of the rights, duties and obli- gations of the City and the Trustee and the right of the holders of the bond, to all the provisions of which Deed of Trust the holder by the acceptance of this Bond assents, (Note 3 to Printer) (The City reserves the option of calling this bond for re- demption prior to maturity on April 1, 1973, and on any subsequent interest payment date at its redemption price plus accrued interest to date fixed for redemption. The redemption price of this bond, effective on the several dates on which it may be redeemed, being - DATE OF REDDTTION EFFECTIVE PRICE April 1, 1973, 103-3/4 October 1, 1973, 103-3/4 April 1, 1974, 103-1/2 October 1, 1974, 103-1/2 April 1, 1975, 103-1/4 October 1, 1975, 103-1/4 April 1, 1976, 103 October 1, 1976, 103 April 10 1977, 102-3/4 October 1, 1977, 102-3/4 April 1, 1978; 102-1/2 October 1, 1978, 102-1/2 April 1, 1979; 102-1/4 October 1, 1979, 102-1/4 April 1, 1980, 102 October 1, 1980, 102 April 1, 1981, 101-3/4 October 1, 1981; 101-3/4 April 1, 1982, 101-1/2 October 1, 1982, 101-1/2 April 1, 1983, 101-1/4 October 1, 1983, 101-1/4 April 1, 1984, 101 October 1, 1984, 101 If less than all of the bonds optional at the time for redemption are to be redeemed they shall be called in their inverse numerical order; and provided further that sixty days notice of such call is given in writing to the bank of payment and is published in a financial publication published in the City - 7 - of New York, New York. Said notice shall appear in said publication in at least one issue, the date of said issue being not less than sixty days nor more than ninety days prior to the date so fixed for redemption. If this bond is called for redemption in such manner and if funds sufficient to pay the redemption price shall have been duly placed in the bank of payment by the date fixed for redemption it shall not thereafter bear interest.) The date of this bond in conformity with the Bond Ordinance is April 1, 1958. The holder hereof shall never have the right to demand pay- ment of this obligation out of any funds raised or to be raised by taxation, but the City shall not be precluded from utilizing any funds which may be lawfully used for the purpose of making such payment. This bond and the series of which it is a part is and are secured by the obligation of the City to make the payments of principal and of interest from revenues to be derived by the City from the use and operation of its Airports which have been pledged to the payment thereof to the extent and in the manner prescribed in said ordinance and Deed of Trust, such pledge of revenues being subject only to payment therefrom of the expenses of opera- ing and maintaining such Airports as defined and prescribed in said ordinance and Deed of Trust. This issue of bonds is further secured by a lien on the physical properties comprising the Airports, to the extent prescribed in said Deed of Trust. This bond and all bonds of the series of which it is one are special obligations of the City of Fort Worth, secured equally without priority of any one bond over the other by a pledge of the revenues of the City's Air- ports after deduction of expenses of maintenance and operation as defined in such ordinance. In said ordinance and Deed of Trust and herein the City re- serves the right to issue at one time or from time to time additional revenue bonds which will participate equally with the bonds of this Series 1958 in the pledge of said revenues and the lien of said Deed of Trust, provided that all such additional bonds are issued in strict accordance with and subject to the conditions, covenants and limitations set forth in the Deed of Trust. AND IT IS HEREBY CERTIFIED AND RECITED that the issuance of this bond and the series of which it is a part is duly authorized by law, in- cluding Chapter 43, Acts of the 53rd Legislature, First Called Session, 1954, - 8 - and the Charter of the City; that all acts, conditions and things required to have been done and to exist precedent to the issuance of this bond and to render the same lawful and valid, have been properly done, have happened and been performed and do exist in regular and due time, form and manner, as re- quired by the Constitution and laws of the State of Texas, the Charter of the City and said ordinance .and Deed of Trust, and that this series of Revenue Bonds does not exceed any constitutional, statutory, or charter limitations, and that provision has been made for the payment of the principal of and the interest on this bond and the series of which it is a part, by irrevocably pledging to the payment thereof, revenues to be received from the use and operation of the City's Airports to the extent and in the manner hereinabove prescribed. To the extent permitted by law and by the aforesaid Deed of Trust, modifications or alterations of the Deed of Trust and any Deed of Trust supplemental thereto may be made, with the consent of the City Council and the holders of at least seventy five per cent in principal amount of the bonds then outstanding, but any such modification or alteration may not affect the maturity, amount or rate of interest of or the security for any such out— standing bonds. This bond shall not be entitled to any benefit under said Deed of Trust or become valid or obligatory for any purpose until it shall have been authenticated by the execution by the Trustee of the certificate hereon endorsed. IN TESTTMIONY WELMEOF, the City Council of the City of Fort Worth, Texas, has caused the seal of said City to be imprEssed hereon end this bond to be signed by the facsimile signature of the Mayor of the City and countersigned manually by the City Secretary, and has caused the annexed cou- pons to be signed by the facsimile signatures of the Mayor and City Secretary as of the date of this bond. Mayor, Clty of For+Worth, Texas. COUNTERSIGNED: City Secretary, City of Fort Worth, Texas. - 9 - (To be printed on back of each bond) PROVISIONS FOR REGISTRATT_C`1 (No writing to be placed here-)n except by Bond Registrar) This bond may be registered as to principal alone on the books of the Trustee kept by the Trustee, as Bond Registrar, in its office in the City of Fort Worth, Texas, upon presentation ner3of to the Bond Reg- istrar who shall make notation of such registration in the registration blank below, and this bond may thereafter be transferred only upon a duly executed assignment of the registered owner or his attorney in such form as shall be satisfactory to the Bond Registrar. Such transfer may be to bearer and thereafter transferability by delivery shall be restored but this bond shall again be subject to successive registrations and transfers as before. The principal of this bond, if registered, unless registered to bearer, shall be payable only to or upon the order of the registered owner or his legal representative. Notwithstanding the registration of this bond as to principal alone the coupons shall remain payable to .)eager and shall con- tinue to be transferable by delivery. DATE OF REGISTRATION r?AME OF REGISTERFD OWNFR GIGNF_T-TRE OF BOND REGISTRAR. FCBM OF COUPOP;S NO. $ ON THE 1ST DAY OF ig The City of Fort Worth, Texas, out of the revenues specified in the bond to which this coupon is attached, will pay to the bearer (unless the bond to which this coupon is attached shall have been called for prior re- (Note 1 to demption and provision for payment thereof made as provided therein) Printer) at The First National Bank of Fort Worth, in the City of Fort Worth, Texas, without exchange or collection charges to the owner or holder hereof, -10 - the sum of ($ )Dollars in law- ful money of the United States of America, said sixa being the interest due that day on City of Fort Worth Airport Revenue Band, Series 1958, bearing the number hereinafter specified, dated April 1, 1958. The holder hereof shall never have the right to demand payment of this obligation out of funds raised or to be raised by taxation. Bond No. City Secretary Mayor. (Notes to Printer - Note No. 1 - This parenthetical expression is to be omitted from a31 Bond.s and coupons maturing on April 1, 1973, and prior thereto. Note No. 2 - This language to be used in Bonds Nos. 1 to 50, both incl. Note No. 2a- This language to be used in Bonds Nos. 51 to 420, both incl. Note No. 2b- This language to be used in Bonds Nos. 421 to 730, both Incl. Note No. 2c- This language to be used in Bonds Nos. 731 to 1850, both incl. Note No. 3 - This parenthetical paragraph is to be inserted in all bonds maturing on and after April 1, 1974.) (TRUSTEE'S CERTIFICATE) This Bond is one of the bonds described in the within mentioned Deed of Trust. THE FIRST NATIONAL HANK OF FORT WORTH Fort Worth, Texas, Trustee BY Authorized Officer. (COMPTROLLER'S CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS I HEREBY CERTIFY that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this bond has been examined by him as required by law, and that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, and that it is a valid and btnding special obligation of the City of Fort Worth, Texas, payable from the revenues pledged to its payment by and in the ordinance authorizing same, and said bond has this day been registered by me. WITNESS MY HAND and seal of office at Austin, Texas, Comptroller of Public Accounts of the State of Texas. - 11 - AND WHEREAS, the execution and delivery of this Deed of Trust have been duly authorized by the City Council. of the City of Fort Worth and all acts and things required to be done precedent to and in the execution of this Deed of Trust and precedent to and in the execution of said Bonds, have been done and performed in regular and due time, form and manner as required by the Constitution and Laws of the State of Texas, and the or- dinance hereinbefore mentioned; NOW THEREFORE, in order to secure the payment of principal of and interest on the Bonds according to their tenor and effect and the terms of this Deed of Trust, and to secure the performance of the covenants and obli- gations herein contained, and in consideration of the acceptance by the Trustee of the trust hereby created, of the purchase and acceptance of the said Bonds by the holders thereof, and of one dollar ($1.00) in hand paid by the Trustee to the City upon the execution and delivery of this Deed of Trust, the receipt whereof is hereby acknowledged, the City has executed and delivered this Deed of Trust and has granted, bargained, sold, conveyed, assigned, transferred, warranted, mortgaged, pledged and set over, and by these presents does grant, bargain, sell, convey, assign, transfer, warrant, mortgage, pledge and set over unto the Trustee and its successors in trust forever, subject to the terms of this Deed of Trust, the following property: All of the properties constituting the City's Airports, including all properties, real and personal, and everything pertaining thereto now awned or hereafter acquired, used or useful in connection with the operation of an airport or of airports by the City, together with the revenues to be realized from the operation of such properties, after payment of the essential and direct expense of maintenance and operation as hereinafter in this Deed of Trust provided (hereinafter for convenience sometimes called the "Airport System"). All such properties and rights comprising the Airport System and such pledged revenues, hereinafter are sometimes called the "Trust Estate". Included among the properties thus conveyed in trust, the following are described for greater certainty, but without the intention of limiting the general description hereinabove given, to-wit: r 12 - AMON CARTER FIELD (GREATER FORT WORTH INTERNATIONAL The land comprising the said Field consists of all that certain tract or parcel of land being parts of the V. J. Hutton, A. Barnard, J. J. Goodman, John Burnett and L. D. Burnett Surveys, situated in Tarrant County, Texas, and more particularly described as follows: TRACT NO. 1 acquired from Midway Airport Corporation, consisting of 209-788/1000 acres, deeded to the City of Fort Worth on the 23rd day of September, 1948, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2037, P. 567. TRACT NO. 2 acquired from Midway Airport Corporation, consisting of 186-725/1000 acres, deeded to the City of Fort Worth on the 23rd day of September, 1948, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2008, P. 242. TRACT NO. 3 acquired from City of Arlington, consisting of 580-34/100 acres, deeded to the City of Fort Worth on the 1st day of June, 1948, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2093, P. 493. TRACT NO. 4 acquired from 0. I. Longfellow, consisting of 40 acres, deeded to the City of Fort Worth on the 23rd day of May, 1949, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2190, P. 592. TRACT NO. 5 acquired from Minna J. Genseke, consisting of 83 acres, deeded to the City of Fort Worth on the 6th day of May, 1949, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2087, P. 7. TRACT N0. 6 acquired from Mrs. X. B. James, a widow, consisting of 52-288/1000 acres, deeded to the City of Fort Worth on the lst day of June, 1951, and re- corded in the Deed Records of Tarrant County, Texas, in Vol. 2331, P. 94. TRACT NO. 7 acquired from A. P. Herndcn, consisting of 28-35/100 acres, deeded to the City of Fort Worth on the 5th day of April, 1949, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2077, P. 475. TRACT NO. 8 acquired from Aza Seale, consisting of 28-35/100 acres, deeded to the City of Fort Worth on the 24th day of March, 1950, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2182, P. 471. TRACT NO. 9 acquired from Bird & Loffland, consisting of 21 acres, deeded to the City of Fort Worth on the 6th day of February, 1952, recorded in the Deed Re- cords of Tarrant County, Texas, in Vol. 2400, P. 61. TRACT NO. 10 acquired from B. F. McGlothlin, consisting of 4-138/1000 acres, deeded to the City of Fort Worth on the loth day of June, 1952, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2444, P. 279. TRACT NO. 11 acquired from Hugh Frye, consisting of 1-21/100 acres, deeded to the City of Fort Worth on the 23rd day of July, 1952, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2456, P. 60. TRACT NO. 12 acquired from Mrs. Matt Lester (Percy) Davis, consisting of 57 acres, by the right of eminent domain on the 15th day of June, 1950, in Cause No. 42774, in the County Court at Law. TRACT NO. 13 acquired from Sterling Brown, consisting of 17 acres, deeded to the City of Fort Worth on the 19th day of July, 1954, and recorded in the Deed Re- cords of Tarrant County, Texas, in Vol. 2581, P. 354, Vol. 2744, P. 398. TRACT NO. 14 acquired from C. L. Sharp, consisting of 35 acres, deeded to the City of Fort Worth on the 22nd day of December, 1949, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2149, P. 308. TRACT NO. 15 acquired from Henry Jacques, consisting of 8 acres, deeded to the - 13 - City of Fort Worth on the 31st day of December, 1949, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2151, P. 336. TRACT NO. 16 acquired from Miss A. M. Meadows, consisting of 12-44/100 acres, deeded to the City of Fort Worth on the 1st day of May, 1950, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2201, P. 380. TRACT NO. 17 acquired from Dearing, Incorporated, consisting of 78-3/10 acres, deeded to the City of Fort Worth on the lOth day of April, 1953, and recorded in the Deed Records of Tarrant County, Texas, in Vol. 2600, P. 12. MEACHAM FIELD The land comprising Meacham Field consists of all those certain lots, tracts or parcels of land situated in Tarrant County, Texas, and being more particularly described as follows: 1.66 acres acquired. from A. Bunker, the deed being recorded in Vol. 1696 at page 401 of the Deed Records of Tarrant County, Texas. 1.66 acres acquired from Felix Bunker, the d.sed being recorded in Vol. 1669 at page 367 of the Deed Records of Tarrant County, Texas. 1.66 acres acquired from Josephine Bunker, the deed be`_ng recorded in Vol. 1669 at page 368 of the Deed Records of Tarrant County, Texas. 15.66 acres acquired from Mrs. Lucenda Reynolds, the deed being recorded in Vol. 1050 at page 553 of the Dead Records of Tarrant County, Texas. 2 acres acquired from Stella E. Daggett, the deed being recorded in Vol. 1080 at page 413 of the Deed Records of Tarrant County, Texas. 4 acres acquired from John Hueffineyer, the deed being recorded in Vol. 1082 at page 534 of the Deed Records of Tarrant County, Texas. 8 acres acquired from Frank Witherspoon, the deed being recorded in Vol. 1087 at page 379 of the Deed Records of Tarrant County, Texas. 1/6 acre acquired from Angele Kateff, the deed being recorded in Vol. 1081 at page 428 of the Deed Records of Tarrant County, Texas. 174.7 acres acquired from Annie L. White et al., the deed being recorded in Vol. 1112 at page 574 of the Deed Records of Tarrant County, Texas. 5 acres acquired from Annie L. White et al., the deed being recorded in Vol. 1116 at page 313 of the Deed Records of Tarrant County, Texas. 14.16 acres acquired from Annie L. White et al., the deed being recorded in Vol. 1618 at page 263 of the Deed Records of Tarrant County, Texas. 34.01 acres acquired from Annie L. White et al., the deed being recorded in Vol. 1910 at page 561 of the Deed Records of Tarrant County, Texas. 62 acres acquired from Annie L. White et al., the deed being recorded in Vol. 1074 at page 498 of the Deed Records of Tarrant County, Texas. 29.07 acres acquired from Annie L. White et al., by the right of eminent domain. 10.58 acres acquired from Annie L. White et al., by the right of eminent domain. 1 acre acquired from H. Reddy, the deed being recorded in Vol. 1890 at page 499 of the Deed Records of Tarrant County, Texas. Lots 1, 2, 6, 7, 8, 9, 10, 18 and 20, Block 6; Lots 2, 6, 7, 8, 10, 17, 18, 19 and 20,Block 7; Lots 1, 3, 4, 5, 8, 9, 12, 13, 14 and 15, Block 8; and Lots 4 - 14 - and 7, Block 9, all in Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from W. C. Stonestrest, the deed being recorded in Vol. 1563 at page 162 of the Deed Records of Tarrant County, Texas. Lot 3, Block 6, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Tex..as, acquired from James Barum, the deed be�ng recorded in Vol. 1563 at page 168 of the Deed Records of Tarrant County, Texas. Lots 4 and 5, Block 6, Washington Heights, t,.a addition to the City of Fort Worth, Tarrant Cotanty, Texas, acquired from C. E. Bartee, the deed being re- corded in Vol. 1534 at page 377 of the Dead Records of Tarrant County, Texas. Lot 11, Block 6, Washington Heights, an ad(U tion to the City of Fort Worth, Tarrant County, Texas, acquired from J. C. F,A_11, the deed being recorded in Vol. 1584 at page 393 of the Deed Records of Tarrant County, Texas. Lot 12, Block 6, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquires. from Joe Hopkins et al., the deed being re- corded in Vol. 1576 at page 36" of the Deed Reco„cc of Tarrant County, Texas. Lots 13 and 14, Block 6, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Antonio Carzales, the deed being recorded in Vol. 1590 at page 446 of the Deed Records of Tarrant County, Texas. Lot 15, Block 6; Washington He'_ghts, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Joe Hopkins, the dead being recorded in Vol. 1573 at page 1 of the Deed Records of Tarrant County, Texas. Lot 16, Block 6, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from I. L. Alderson, the deed being recorded in Vol. 3167 at page 560 of the Deed Records of Tarrant County, Texas. Lot 17, Block 6, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from I. L. Alderson, the deed being recorded in Vol. 1563 at page 162 of the Deed Records of Tarrant County, Texas. Lot 19, Block 6, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Moyhew by the right of eminent domain. Lot 1, Block 7, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from John Vick, the deed being recorded in Vol. 1607 at page 163 of the Deed Records of Tarrant County, Texas. Lots 3 and 4, Block 7, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Riley Strickland, the deed being recorded in Vol. 1563 at page 166 of the Deed Records of Tarrant County, Texas. Lot 5, Block 7, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Birdie Montgomery, the deed being recorded in Vol. 1598 at page 200 of the Deed Records of Tarrant County, Texas. Lot 9, Block 7, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Riley Strickland, the deed being recorded in Vol. 1607 at page 157 of the Deed Records of Tarrant County, Texas. Lot 11, Block 7, Washington Heights, an-addition to the City of Fort Worth, Tarrant County, Texas, acquired from J. L. Stein, the deed being recorded in Vol. 1564 at page 380 of the Deed Records of Tarrant County, Texas. Lot 12, Block 71 Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Thomas Price by the right of eminent domain. Lot 13, Block 7, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from J. Bullard by the right of eminent domain. - 14a - Lot 14, Block 7, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Effie Bullard by the right of eminent domain. Lot 15, Block 7, Washington Heights, an addition to the City of Fort Worth, Tar- rant County, Texas, acquired from Powell G. Burnett by the right of eminent domain. Lot 16, Block 7; Lot 6, Block 10; and Lots 7 and 11, Block 12, all in Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Mrs. D. E. Selvidge, the deed being recorded in Vol. 1572 at page 497 of the Deed Records of Tarrant County, Texas. Lot 2, Block 8, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from W. W. Heath, the deed being recorded in Vol. 1584 at page 390 of the Deed Records of Tarrant County, Texas. Lot 6, Block 8, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Mrs. N. Snarly, the deed being recorded in Vol. 1559 at page 507 of the Deed Records of Tarrant County, Texas. Lot 7, Block 8, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Mrs. J. D. Davis, the deed being recorded in Vol. 1607 at page 156 of the Deed Records of Tarrant County, Texas. Lot 10, Block 8, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Josie F. Hahn, the deed being recorded in Vol. 1607 at page 152 of the Deed Records of Tarrant County, Texas. Lot 3.1, Block 8, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Frank Bonds by the right of eminent domain. Lots 16, 17 and 18, Block 8; and Lot 6, Block 9, all in Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Ruby Webb et al., the deed being recorded in Vol. 1584 at page 381 of the Deed Records of Tarrant County, Texas. Lot 19, Block 8, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from B. H. Sims by the right of eminent dcmain. Lot 20, Block 8, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from C. S. Whiteside, the deed being recorded in Vol. 1572 at page 302 of the Deed Records of Tarrant County, Texas. Lot 1, Block 9, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from I. S. Randale by the right of eminent domain. Lot 2, Block 9, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Emma Rains by the right of eminent dcmain. Lot 3, Block 9, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from H. C. Gosch by the right of eminent domain. Lots 5 and 9, Block 9, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from J. M. Morrison, the deed being recorded in Vol. 1563 at page 167 of the Deed Records of Tarrant County, Texas. Lot 8, Block 9, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from B. F. Thorp, the deed being recorded in Vol. 1559 at page 508 of the Deed Records of Tarrant County, Texas. Lot 10, Block 9, Washington Heights, an addition to the City of Fort Worth, Tar- rant County, Texas, acquired from Mrs. G. W. Rankin, the deed being recorded in Vol. 1554 at page 511 of the Deed Records of Tarrant County, Texas. - 14b - Lot 11 Block 10, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from H. C. Ward et al., the deed being recorded in Vol. 1618 at page 260 of the Deed Records of Tarrant County, Texas. Lot 2, Block 10, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Carrie H. Warrington, the deed being re- corded in Vol. 1607 at page 158 of the Deed Records of Tarrant County, Texas. Lots 3, 4, 5, 9 and 10, Block 10; Lots 2, 3, 4, 5, 6, 7, 8, 10, 13 and 20, Block 11; Lots 1, 8, 9, 14, 17, 18 and 19, Block 12; and Lots 41 5 and 6, Block 13, all in Washington Heights, an addition to the City of Fort Worth, Tarrant County,Texas, acquired from W. C. Stonestreet, the deed being recorded in Vol. 1573 at page 1 of the Deed Records of Tarrant County, Texas. Lot 7, Block 10, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Mollie L. Johnson, the deed being recorded in Vol. 1590 at page 436 of the Deed Records of Tarrant County, Texas, Lot 8, Block 10, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from W. F. Dunlop by the right of eminent domain. Lot 1, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from N. M. Gladden by the right of eminent domain Lot 9, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from B. W. Lauderdale, the deed being recorded in Vol. 1590 at page 431 of the Deed Records of Tarrant County, Texas. Lot 11, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Sada Jared, the deed being recorded in Vol. 1607 at page 149 of the Deed Records of Tarrant County, Texas. Lot 12, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Mrs. Mosella Callan, the deed being recorded in Vol. 1613 at page 264 of the Deed Records of Tarrant County, Texas. Lot 14, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Lucy Johnson, the deed being recorded in Vol. 1607 at page 159 of the Deed Records of Tarrant County, Texas. Lot 15, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from H. H. Schiltz by the right of eminent domain Lot 16, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from G. C. Reid et al., the deed being recorded in Vol. 1584 at page 391 of the Deed Records of Tarrant County, Texas. Lot 17, Block U, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from J. T. Richman, the deed being recorded in Vol. 1572 at page 500 of the Deed Records of Tarrant County, Texas. Lot 18, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant Countyj Texas, acquired from A. Moseley, the deed being recorded in Vol. 1607 at page 14�3 of the Deed Records of Tarrant County, Texas. Lot 19, Block 11, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from C. L. Wood, the deed being recorded in Vol. 1600 at page 406 of the Deed Records of Tarrant County, Texas. Lot 3, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from W. S. Cummings by the right of eminent domai Lot 4, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from W. B. Chambers, the deed being recorded in Vol. 1593 at page 331 of the Deed Records of Tarrant County, Texas. - 14c - Lot 5, Block 12, Washington Heights, an addition to tha City of Fort Worth, Tarrant County, Texas, acquired from Sam P. McCann, the deed being recorded in Vol. 1598 at 204 of the Deed Records of Tarrant County, Texas. Lot 6, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Mrs. J. J. Sears, the deed being recorded in Vol. 1572 at page 505 of the Deed Records of Tarrant County, Texas. Lot 10, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from R. H. Moore, the deed being recorded in Vol. 1607 at page 149 of the Deed Records of Tarrant County, Texas. Lot 12, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Lee McBurnett, the deed being recorded in Vol. 1607 at page 144 of the Deed Records of Tarrant County, Texas. Lot 13, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from F. D. Balea by the right of eminent domain. Lot 15, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from McConnell by the right of eminent domain. Lot 16, Block 12, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from C. M. McNees, the deed being recorded in Vol. 1613 at page 271 of the Deed Records of Tarrant County, Texas. Lot 20, Block 12; and Lot 20, Block 13, both in Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from R. E. Sparks, the deed being recorded in Vol. 1607 at page 148 of the Deed Records of Tarrant County, Texas. Lot 1, Block 13, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from H. H. Morgan, the deed being recorded in Vol. 1584 at page 379 of the Deed Records of Tarrant County, Texas. Lot 2, Block 13, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Beulah McDonald, the deed being recorded in Vol. 1624 at page 136 of the Deed Records of Tarrant County, Texas. Lot 3, Block 13, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from G. L. Phillips, the deed being recorded in Vol. 1590 at page 441 of the Deed Records of Tarrant County, Texas. Lot 14, Block 13, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Mrs. J. H. Trowech, the deed being recorded in Vol. 1613 at page 268 of the Deed Records of Tarrant County, Texas. Lots 15, 16 and 17, Block 13, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Lee Shires, the deed being re- corded in Vol. 1614 at page 53 of the Deed Records of Tarrant County, Texas. Lot 18, Block 13, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from Geo. B. Dunn, the deed being of record in Vol. 1572 at page 504 of the Deed Records of Tarrant County, Texas. Lot 19, Block 13, Washington Heights, an addition to the City of Fort Worth, Tarrant County, Texas, acquired from S. H. Williams, the deed being of record in Vol. 1645 at page 393 of the Deed Records of Tarrant County, Texas. - 14d - (Note: The foregoing conveyance of the real properties to the Trustee is subject to the terms and conditions of existing recorded and unrecorded leases involving space rentals in buildings located at Ileacham Field for the usual and customary airport operational uses and subject to the terms and conditions of that certain lease by and between the City of For-L Worth and Fort Worth Air Terminal, Inc., dated June 21, 1950, and as extev dec? May 6, 1953, pertaining to Amon Carter Field (sometimes known as the Greater Fart Worth International Air- port) and further said conveyance is subject to the terms and conditions of those certain leases pertaining to Amon Carter Field by and between the City of Fort Worth and Braniff Airways, Inc., Delta Air Lines, Inc., and American Air- lines, respectively, each of which leases are dated September 23rd, 1948. The lease of September 23, 1948 to American Airlines was supplemented October 4, 195C All other property, real and personal, now owned or here- after acquired while any of the Bonds or any Additional Bonds permitted under Article II hereof are outstanding, for or used in connection with the opera- tion of the Airport System, together with all and singular the tenements, hereditements and appurtenances belonging or in any wise appertaining to the aforesaid properties or any part thereof, and with the reversion or reversions, remainder or remainders, rents, income and profits of all such properties, and all of the estate, right, title, interest and claim theretofore whatsoever at law as well as in equity. All of the income from the Airport System after deduction of the essential and direct expense properly chargeable to maintaining and operating the Airport System as hereinafter defined under Article I of this Deed of Trust. TO HAVE AND TO HOLD all and singular the said premises and property, real, personal and mixed, with all and singular their revenues, rents, issues, profits, privileges and appurtenances, and all the estate, right, title and interest of the City therein and thereto, unto the Trustee and its success- ors in trust forever; IN TRUST NEVERTHELESS, subject to the provisions of this Deed of Trust, for the equal and proportionate benefit, security and protection - 15 - of all holders of the Bonds and interest coupons issued, or bonds and interest coupons hereafter to be issued under and secured by this Deed of Trust, and within the amounts and under the conditions expressly permitted by this Deed of Trust without preference, priority or distinction as to lien or otherwise of any Bond over any other Bond by reason of priority in the issuance or ne- gotiation thereof or by reason of the date or dates of maturity thereof, or for any other reason whatsoever, so that each and all of said Bonds and bonds hereafter to be issued as aforesaid shall have the same rights, lien and pri- vileges under this Deed of Trust; PROVIDED, HOWEVER, and these presents are upon the express condition, that if the City, its successors and assigns shall well and truly pay or cause to be paid all bonds and interest coupons now or hereafter secured by this Deed of Trust at the times and in the manner sti- pulated therein and shall well and truly keep, perform and observe all the covenants and conditions of said bonds and in this Deed of Trust expressed to be kept, performed and observed by the City and shall pay to the Trustee all sums of money due or to become due to it in accordance with the terms and pro- visions hereof, then this Deed of Trust and the rights and estate hereby granted shall cease, determine and be void, and the Trustee in such case on demand of the City and upon payment by the City to the Trustee of its reasonable fees, costs and expenses, shall execute and deliver to the City such release as shall be requisite to discharge the lien hereof and to reconvey or revest in the City the properties hereby conveyed or intended to be conveyed; OTHERWISE, this Deed of Trust is to be and shall remain in full force and effect. THIS DEED OF TRUST, FURTHEE WITNESSETH, that the City has agreed and covenanted and does hereby agree and covenant with the Trustee and respective holders from time to time of such Bonds and coupons as follows: ARTICLE I. DEFINITIONS, FORM OF BONDS, AUTHENTICATION, REGISTRATION AND ISSUANCE SECTION 1.01. For all purposes of this Deed of Trust and the ordinance authorizing its execution, unless at the specific point of use a different meaning is clearly indicated, the following terms shall have the - 16 - following meanings: "Revenue Bonds" or "Bonds" means the City of Fort Worth Airport Revenue Bonds, Series 1958, dated April 1, 1958; "Additional Revenue Bonds" means revenue bonds, which may be issued for airport purposes by the City ur_der the terms, conditions and restrictions prescribed in Section 2.05 of this Deed of Trust; "Airport", "Airports" and "Airport System" means (1) Meacham Field, (2) the land, and improvements to be constructed thereon for Central Airlines, situated at Amon Carter Field, which is not subject to the lease by and between the City of Fort Worth and Fort Worth Air Terminal, Inc., dated June 21, 1950,as extended May 6, 1953) (3) the City's reversionary right to and interest in Amon Carter Field, sometimes known as the Greater Fort Worth International Airport, which presently is under lease as stated on page 15 of this Deed of Trust, and (4) all airport properties and facil- ities hereafter acquired; "Gross Revenues" means the total revenues of the City from the Airport System, from all leases thereof, and from operations from what- ever source derived, including without limiting the foregoing, landing fees and charges, ground rentals, space rentals in buildings, charges of every character made to concessionaires, and all fees and income received by the City on account of the operation of limousines and taxicabs to and from the Airports and from parking concessions or fees charged therefor; "Net Revenues" means the amount remaining after deducting from gross revenues the essential and direct expense of maintenance and opera- tion of all the properties and facilities comprising the Airports, provided, however, that the expense of operation and maintenance shall not include any of the items which the City agrees to provide from its General Fund Revenues, as set forth in Section 6.01(1); "Operation and Maintenance Expenses" means and includes the essential and direct expenditures necessary for the efficient and normal operation and utilization of the Airports, including the maintenance thereof and all of its facilities in good condition and the making of all needed re- pairs, renewals and replacements, including non-recurring and periodic items - 17 - of maintenance. SECTION 1.02. The Bonds and the coupons attached thereto shall be in substantially the forms hereinbefore recited, and shall be issued in the aggregate principal amount of not to exceed One Million Eight Hundred Fifty Thousand Dollars ($1,850,000.00). All Bonds to be secured hereby shall be signed by imprinting thereon the facsimile signature of the Mayor of the City, shall be attested by the manual signature of the City Secretary, shall have the corporate seal of the City impressed thereon, and when so signed and sealed, the Bonds shall be submitted to the Attorney General of the State of Texas for approval and to the State Comptroller for registration. After the said Bonds have been approved by the Attorney General they shall be registered by the State Comptroller and upon appropriate direction from the Mayor shall be delivered to the Trustee for authentication and delivery to the purchasers thereof in accordance with the terms of the sale and purchase agreement there- unto appertaining. In case any officer or officers who shall have signed any of the Bonds shall cease to be such officer or officers of the City before the Bonds so signed shall have been actually authenticated and delivered, such Bonds may nevertheless be authenticated and delivered as though the person or persons who signed and sealed such Bonds had not ceased to be such officer or officers of the City. The coupons to be attached to the Bonds shall be signed by the facsimile signatures of the Mayor and City Secretary in office at the time of the signing of the Bonds, and delivery of such Bonds thereafter shall be valid for all purposes even though one or both of said officials shall have ceased to hold office at the time of delivery. Prior to the authentication of Bonds under this Deed of Trust all matured coupons thereto attached shall be detached and cancelled and such cancelled coupons shall be delivered to the City Secretary. SECTION 1.03. Only such of the Bonds as shall have endorsed thereon the duly executed certificate of the Trustee substantially in the form hereinabove set forth shall be entitled to any lien or benefit hereunder, but - 18 - such certificate of the Trustee upon any Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered hereunder and that the holder is entitled to the benefit of the trust hereby created. SECTION 1.04. In case any Bond issued hereunder with the coupons appurtenant thereto shall become mutilated or be lost, stolen or des- troyed prior to the payment thereof, a new Bond, including coupons, of like tenor and date and bearing the same number may, if authorized by law, at the direction of the City and the Trustee, be executed, certified and delivered either in exchange for and upon cancellation of the mutilated Bond and its coupons, or in substitution for the Bond or coupons lost, stolen or destroyed, but such exchange or substitution shall be made only upon receipt of satis- factory evidence of loss, theft, or destruction of such Bond and its coupons, proof of ownership thereof, satisfactory indemnity to the Trustee and the City, and payment of the cost of preparing such bond and coupons. ARTICLE II. COVENANTS THE CITY HEREBY COVENANTS AS FOLLOWS: SECTION 2.01. The City is duly authorized under the laws of the State of Texas to issue the Bonds and to execute and deliver this Deed of Trust and to pledge the revenues pledged hereunder, and that all necessary action on the part of the City and its City Council for the issuance of the Bonds and the execution and delivery of this Deed of Trust has been duly and effectively taken, and that the Bonds in the hands of the holders thereof are and will be valid and enforceable negotiable obligations of the City in accord- ance with their terms. SECTION 2.02. That except as to the leases mentioned and described on page 15 of this Deed of Trust, to which leases this conveyance is expressly made subordinate during the term of such leases,the City is lawfully seized and possessed of the Trust Estate, free and clear of all liens or en- cumbrances; it has good right and lawful authority to mortgage and pledge the Trust Estate as provided in this Deed of Trust; and it will warrant and defend unto the Trustee, its successors and assigns, for the benefit of the holders - 19 - and the Trustee under this Deed of Trust, such authority and title against all claims and demands of any person whomsoever. SECTION 2.03. At any and all times the City will duly execute, acknowledge and deliver, or will cause to be done, executed and delivered, all and every such further acts, deeds, conveyances, mortgages, transfers and assurances in law as the Trustee shall reasonably require for the better conveying, transferring, mortgaging, pledging and confirming unto the Trustee, all and singr-lar the hereditaments, premises, estates, and pro- perty hereby conveyed, transferred, mortgaged, pledged or assigned, or in- tended so to be. SECTION 2.04. Except to the extent otherwise provided in this Article II hereof, the City will not create or voluntarily permit to be created any debt, lien or charge which would be on a parity with or prior to the lien of this Deed of Trust on the Trust Estate or any part thereof; and will not do or omit to do or suffer to be done or omitted to be done any matter or thing whatsoever whereby the lien of this Deed of Trust or the priority of such lien as to the bonds hereby secured might or could be lost or impaired; and that 1t will pay or cause to be paid or will make adequate provision for the satisfaction and discharge of all lawful claims and demands for labor, materials, supplies or other obligations which if unpaid might by law be given precedence to or an equality with this Deed of Trust as a lien or charge upon the Trust Estate or any part thereof, provided, that nothing in this section shall require the City to pay, discharge or make provision for any such .lien, charge, claim or demand so long as the validity thereof shall be by it in good faith contested, unless thereby, in the opinion of the Trus- tee, the Trust Estate or acme material part thereof will be lost, forfeited or materially endangered (as to any such item it being the duty of the City to advise with the Trustee as to such action). The requirements hereof for the payment and discharge of liens, charges, claims or demands shall be inapplicable to any subordinate lien obligations that the City, under authority of law, may incur against the revenues of the Airport System not required for full compliance with the pro- visions of this Deed of Trust. - 20 - If at any time while any bonds issued under this Deed of Trust are outstanding, it shall be found desirable to refund part of said bonds under the provisions of any law then applicable, said bonds may be re- funded with the consent of the holders thereof, and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the bonds which is not refunded, and the refunding bonds in like principal amount shall continue to enjoy in all respects the lien and right to security under this Deed of Trust enjoyed by the bonds refunded thereby, including the priorities enjoyed by such refunded bonds; provided, however, that if any refunding bond is to bear a higher rate of interest than the bond to be refunded, or if any refunding bond is to mature at a date earlier or later than the maturity date of the outstanding bond thereby refunded, then sucb refunding bond may not be issued without the consent of the holders of the unrefunded portion of the Bonds, unless it is shown that the net revenues of the Airport System for the twelve months period next preceding the date of any such refunding bonds is equal to at least one and three-fourths times the highest total amount of principal and interest to become due in any future twelve months period on the bonds not so refunded and on the refunding bonds then proposed to be is- sued and the showing thus to be made as a condition precedent to the issuance of such refunding bonds shall be evidenced in the manner required for the issuance of Additional Bonds, as provided by Section 2.05 hereof. The Trustee shall, subject to the provisions of this section, authenticate and deliver any refunding bonds so authorized, upon the written order of the Mayor of the City and upon receipt by the Trustee of: (a) A certified copy of the ordinance of the City Council authorizing the issuance of such refunding bonds; (b) A copy of an opinion of the Attorney General of the State of Texas approving the validity of such refunding bonds, if such opinion shall then be authorized by the laws of Texas; (c) A certificate of the State Comptroller evidenc- ing registration of such refunding bonds in his office, if such registration shall then be authorized by the laws of Texas; (d) bonds duly cancelled, in principal amount not less than the principal amount of the refunding bonds, together with a certificate executed by the Comptroller of Public Accounts - 21 - of the State of Texas to the effect that said bonds have been surrendered to and cancelled by him and that the refunding bonds offered to the Trustee have been registered by him in lieu of such bonds. In lieu of the showings in this subsection (d) here- inabove prescribed, the following procedure shall be sufficient if authorized by laws then in effect: when it is proposed to refund bonds which are unmatured but which have been called for redemption in accordance with their tenor and effect and appli- cable provisions of this Deed of Trust, if the proceeds frcm the sale of the refunding bonds together with other money available for the purpose, in an amount sufficient to redeem such called bonds according to their tenor and effect, shall have been de- posited with the Trustee to be held by the Trustee for the sole purpose of redeeming such called bonds; and in the event that such procedure is followed if, as and when the called bonds shall be presented for redemption they shall be paid by the Trustee in accr):dance with the call for redemption, shall be cancelled by the Trustee and shall not be reissued nor shall they be the basis thereafter of additional refunding bonds. (e) If required by the Trustee, an opinion by counsel acceptable to the Trustee that such refunding bonds have been legally authorized and, upon delivery thereof pursuant to the terms of this section, will have become effectively subrogated to the rights of the bonds refunded thereby and entitled to be secured by the lien of this Deed of Trust. All bonds received by the Trustee in exchange for refunding bonds and all bonds redeemed and paid under the provisions of this section shall be by the Trustee cancelled and delivered to the City Secretary of said City. To accomplish the issuance of refunding bonds, as permitted by this Section 2.04, an extension of this Deed of Trust, or an amendatory or supplemental Deed of Trust may be executed by the City and the Trustee without the procedure required by Article X hereof. SECTION 2.05• ADDITIONAL REVENUE BONDS. (a) To complete the first phase of the airport improvement plan the City contemplates the ulti- mate issuance of not to exceed Three Million Five Hundred Thousand ($3,500,000,00) Dollars of Airport Revenue Bonds, of which amount One Million Eight Hundred Fifty Thousand ($1,850,000.00) Dollars is authorized by this ordinance and Deed of Trust to be issued and sold and are herein referred to as the "Bands". The balance in the amount of One Million Six Hundred Fifty Thousand ($1,650,000.00) Dollars, estimated to be sufficient to complete the first phase improvement program, are herein referred to as "Additional First Phase Revenue Bonds", and the City reserves the right to issue such One Million Six Hundred Fifty Thousand ($1,650,000.00) Dollars of bonds or any part thereof, which together with the - 22 - Bonds shall, when issued, be secured ratably by a first lien on the Trust Estate (including the pledged revenues). Ttte right to 'ssue any Additional First Phase Revenue Bonds is subject to the following l mitations: (1) That t7ae City shall not be in default as to any covenant, condition or obligation contained in this Deed of Trust; (2) That the City shall. lave obtained from a firm of independent Certified Public Accountants s certificate showing that the Net Revenues of the Airport System available fur debt service during the twelve months' period immediately -preceding the date of the bonds then to be deliver- ed are equal to a minimum of one and three-fourths times the amount of the maximw annual deposit required by Section 5.02, Article V hereof to be made into the Interest and Redemption Fund for the Bonds and the amount that will be required annually to pay the principal of and interest on the Additional First Phase Revenue Bonds then proposed to be issued; (3) That the revenues and income derived and to be derived frcm the owaership or operation of all enlargements, extensions and improve- ments of the Airport System and frcm all other properties and rights acquired with the proceeds of such Revenue Bonds will be deposited in the Airport Sys- tem Revenue Fund, created by Section 5.01, Article V of this Deed of Trust; (4) That any such bonds shall be issued pursuant to an authorizing ordinance duly passed by the City Council which shall prescribe the date, interest rate or rates, maturity dates and other details necessary to identify the bonds, the purpose for which the proceeds of such bonds are to be used, and shall authorize the execution of an appropriate supplement to this Deed of Trust describing such bonds and by reference making the provisions of this Deed of Trust applicable thereto. None of such bonds shall be issued and sold until authenticated by the Trustee; (5) That all of the requirements of the .laws of Texas and of the Charter of the City of Fort Worth have been fully complied with as to issuance, approval and delivery of such additional bonds; and (6) That concurrently with or prior to the issuance of any such bonds the City will have obtained a feasibility report from Messrs. Leigh Fisher and Associates, Airport Consultants, South Bend, Indiana, showing - 23 - that additional net revenues are and will become available from the operation of the Airport System in an amount sufficient to equal One Hundred Seventy Five (175%) per cent of the maximum annual deposit required by Section 5.02 to be made into the Interest and Redemption Fund for the Bonds and the annual debt service requirements for the Additional First Phase Revenue Bonds then proposed to be issued. It is expressly provided that in the event the City shall, in the expenditure of the proceeds of any such Additional First Phase Revenue Bonds, acquire and assume the operation of any properties or facilities now situated on land conveyed by this Deed of Trust, but which properties or facil- ities are specially excepted from such conveyance for the term of the defeas- ance pertinent thereto, then the expression "vet Revenues of the Airport System" as used in numbered paragraph (a)(2) of this Section 2.05 shall in- clude operating revenues of the properties or facilities with appropriate deductions or adjustments computed on a pro forma basis as though such pro- perties or facilities had been operated by the City for the twelve months' period immediately preceding the date of the additional bonds then proposed to be issued; and it is further expressly provided that in the event any or all of such Additional First Phase Revenue Bonds are issued, the expression "Net Revenues of the Airport System" as used in numbered paragraph (a)(2) of this Section 2.05 shall include the annual net lease revenues to be received from the lease of the hangar, shops and office space to be constructed with the proceeds of the Bonds in accordance with the lease then in effect although such lease may not then have been in effect for a twelve months' period. It is further expressly provided that in the event of the issuance of less than all of the balance of the Additional First Phase Revenue Bonds, the expression "amount of the annual deposit required" as used in numbered paragraph (a)(2) of this Section 2.05 shall mean the amount of the maximum deposit required to be made in any one year. All such inclusions, deductions, adjustments and computations shall be made and certified to by the firm of Independent Certi- fied Public Accountants making the certificate required by numbered paragraph (a)(2) of this Section 2.05. (b) The City further reserves the right to issue addi- tional airport revenue bonds, which together with the Bonds, and any Addition- - 24 - al First Phase Revenue Bonds theretofore issued and outstanding shall, when issued, be secured ratably by a first lien on the Trust Estate (including the pledged revenues). Such additional bonds may be issued for enlargements, extensions, improvements, replacements or repairs of and to the Airport Sys- tem, or for any one or all of such purposes, and may be issued from time to time subject to the limitations and conditions set forth in numbered paragraphs (1) to (6), both inclusive of subsection (a) above, of this Section 2.05, pro- vided further, that at no time shall any such additional bonds be issued in such an amount that when added to the total revenue bonds then outstanding secured by this Deed of Trust shall in the aggregate exceed Fifty (50%) percent of the appraised value of the physical properties of the Airport System as as- certained at the time of the proposed issuance and delivery of such additional revenue bonds. The feasibility report required in accordance with numbered paragraph (6) of subsection (a) above of this Section 2.05 may, however, be made by any firm of nationally recognized Airport Consultants selected by the City. The Trustee shall not authenticate any additional bonds proposed to be issued under (a) or (b) hereof if, within its knowledge, the City shall be in default in any of its obligations under this Deed of Trust, or any Deed of Trust supplemental thereto, and to determine such facts the Trustee is authorized to require of the City any showings considered by it as necessary. As a condition to its authentication of any such bonds the Trus- tee shall be furnished all pertinent showings required by either (a) or (b) above, and which showings shall evidence full compliance with the limitations and conditions of the applicable provisions. SECTION 2.06. The City will cause this Deed of Trust, and any and all supplemental Deeds of Trust and instruments of further assurance at all times to be recorded and filed in the office of the County Clerk of Tarrant County, Texas, and in such other places as may in the opinion of coun- sel for the Trustee be required by law in order Hilly to preserve and protect the rights of the bondholders and the Trustee hereunder, and upon the request of the Trustee it will furnish to the Trustee promptly after the execution and - 25 - delivery of this Deed of Trust an opinion of counsel satisfactory to the Trustee stating that in the opinion of such counsel this Deed of Trust has been properly recorded and filed so as to make effective the lien intended to be created thereby, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such lien effective. SECTION 2.07. The City will from time to time promptly pay and discharge all taxes, assessments and other governmental charges, the lien of which would be prior to the lien hereof, lawfully imposed upon the Trust Estate or any part thereof or upon the income and proceeds thereof, so that the lien of this Deed of Trust and the priority of such lien shall at all times be wholly preserved at the cost of the City and without expense to the Trustee or the holders of the Bonds, provided, however, that nothing in this section contained shall require the City to pay or discharge any such tax assessment or governmental charge so long as the validity thereof be by it in good faith con- tested, unless thereby in the opinion of the Trustee or its counsel the Trust Estate or some material part thereof will be lost, forfeited or materially en- dangered. SECTION 2.08. The City will maintain, preserve and keep the Trust Estate in a state of good repair, working order and condition and will not dispose of the Trust Estate in whole or in part except in the manner and upon the terms provided in Section 7.02 of Article VII hereof. SECTION 2.09. The City will duly and punctually keep, ob- serve and perform each and every term, covenant and condition on its part to be kept, observed and performed, contained in this Deed of Trust, and will punc- tually perform all duties with reference to the Trust Estate required by the Constitution and Laws of the State of Texas, and the City will maintain rates and charges for services performed, privileges granted and facilities furnished by the Airports so as to yield in the aggregate money sufficient to permit and to assure compliance with its financial obligations, and all other obligations assumed by it or imposed on it; that the rates and charges fixed by the City initially prior to the sale and delivery of these Bonds will not be changed so - 26 - as to reduce the aggregate yield from such rates and charges unless and until a report shall have been filed with the City by an independent firm of Certified Public Accountants based on the experience record of the Airports demonstrating that such change can be made without impairing any of the City's financial obligations hereunder. ARTICLE III ACCOUNTS, RECORDS AND REPORTS SECTION 3.01. (1) The City shall cause to be installed and kept proper records and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all fiscal and financial transactions relating to the Airport System, and shall have said books and records audited within 60 days after the close of each fis- cal year (the close of the fiscal year being September 30th) by a firm of inde- pendent public accountants. (2) Within 90 days after the close of the fiscal year end- ing September 30, 1958; and within 90 days after the close of each fiscal year thereafter while any Bonds, or Additional Revenue Bonds, issued hereunder, or interest thereon are outstanding and unpaid, the City will cause to be mailed one copy each of such audit report to The First National Bank of Fort Worth and to the original purchasers of the Revenue Bonds, and will keep available for examination copies of such current audit report at the office of the City Secre- tary. A copy of the current audit report will be mailed by the City to any subsequent bondholder and to the Municipal Advisory Council, Austin, Texas, upon request. The firm of Certified Public Accountants which prepared the then cur- rent audit is hereby authorized in advance to discuss with any bondholder matters pertaining to such audit report. Each such audit report shall in addition to other matters considered appropriate by such firm of Certified Public Accountants include the following: (a) A detailed statement of the income and expenditures for account of the Airport System for such fiscal year, each field constituting the System to be accorded a separate statement as to income therefrom and ex- penditures therefor; (b) A balance sheet as of the end of such fiscal year; (c) The Accountant's comments regarding the manner in which - 27 - the City has carried out the requirements of the Bond Ordinance and this Deed of Trust, and his recommendations for any changes or improvements in the oper- ation, records and accounts of the Airport System. (d) A list of the insurance policies in force at the end of the fiscal year on the Airport System properties, setting out as to each policy the amount thereof, the risk covered, the name of the insurer, and the polic7's expiration date. (e) A statement that the securities herein specified there- for have been on deposit as security for the money in the several funds through- out the fiscal year, and a list of the securities, if any, in which the reserve portion has been invested. (f) A copy of any financial report made to the City by any of its lessees pursuant to the lease terms, and a statement that all such re- ports have been received as required, together with the Accountant's comment on the adequacy of such report or reports. ARTICLE IV. Insurance SECTION 4.01. The City covenants and agrees that at all times it will insure and keep insured all properties subject to the lien hereof which are of a character usually insured by companies operating like properties, in good and responsible insurance companies, against risks customarily insured against by companies engaged in a similar business, and in the same manner and to the same extent, all loss therefrom (except any single loss which does not exceed $50,000.00) being payable to the Trustee as its interest shall appear, by the customary mortgage or trustee clause to be attached to or inserted in the policies. The City shall furnish to the Trustee a list of such policies, showing the character of the insurance, the property and risk covered, the name of the insurance company, and other pertinent details and shall keep the Trustee fully informed of any change in or addition to such list. Upon the written request of the Trustee such policies will be deposited with it. The Trustee, subject to the provisions of Article IX hereof, shall be under no obligation or duty to obtain any such schedule and shall have no duty or re- - 28 - sponsibility with respect to the sufficiency or effect of any of such pol- icies of insurance, the renewal thereof, or the responsibility of the insurers, or with respect to any such schedule or the matters shown therein, except to display any such schedule to any holder of bonds desiring to inspect the same. In case of loss or damage to any of the insured property, the proceeds of any such insurance or any one loss amounting to not more than $50,000.00 shall either be promptly applied by the City to the repair or re- placement of the property destroyed or damaged, or otherwise to the improve- ment of the Trsut Estate, or if not so applied within one year of the date of receipt thereof by the City, such proceeds shall be deposited in the Revenue Fund created by Article V hereof. In any case where the proceeds of any such insurance shall amount to a sum in excess of $50,000.00 on account of any one loss, all such moneys shall be promptly deposited with the Trustee and shall be paid out from time to time to the City upon its written request signed by the Mayor and City Secretary, and accompanied by a certified copy of the resolution of the City Council directing such request, and specifying that certain expenditures have been made or incurred in repairing or replacing the property so impaired or destroyed, and the amount thereof, and requesting the payment by the Trustee to the City of an amount not in excess of the amount of such expenditure. If in the judgment of the City Council and of a nation- ally recognized airport consultant selected by the Council and approved by the Trustee, the interest of the City and the bondholders will be best served through the application of all or part of such insurance proceeds to improvements to the mortgaged property which do not constitute the repair or replacement of the pro- perty for the destruction or impairment of which the insurance proceeds are so paid, the amount of such proceeds may be applied by the city to the making of such improvements, and payment thereof shall be made to the City by the Trustee and expended in the manner provided in the last preceding sentence hereof. The Trustee may in its discretion require such additional proof of the matters cer- tified in such resolution as it may consider necessary or desirable. Any in- surance proceeds not so paid out by the Trustee within a period of two years from the date of receipt thereof may be used for the retirement of bonds pur- - 29 - chased in the open market at prices of not more than the par amount thereof. In the event the monies thus available are to be used to purchase bonds in the open market, the City shall exert its best efforts to use the monies so avail- able to purchase bonds at the lowest price possible in the then existing open market, and any bonds so contracted to be purchased shall be presented to the Trustee for payment with such monies and when paid shall be cancelled and shall not be re-issued or refunded. Any adjustment of any loss under any policy of insurance made by the City may be consented to by the Trustee without investigation as to the fairness thereof. The payments of premium for all insurance policies required under the provisions of this Section and Section 4.02 and the payment of pre- miums for all such insurance shall be considered to be a maintenance and opera- tion expense within the provisions of Article V hereof. SECTION 4.02. The City shall obtain and keep continually in force employee fidelity and indemnity insurance and bonds and within reasonable and customary limits liability and property damage insurance. ARTICLE V. Application of Revenues SECTION 5.01. AIRPORT REVENUE FUND. There is hereby created and ordered to be established in The First National Bank of Fort Worth, Fort Worth, Texas, as depository for the City, a fund to be designated the "Airport System Revenue Fund", (hereinafter referred to as "Revenue Fund"). There shall be deposited in the Revenue Fund as collected, all revenues included within the definition of Gross Revenues derived from the ownership and operation of the Airport System. Operation and Maintenance Expenses shall be paid therefrom. Money in said Fund not actually required to pay such expenses shall, to the extent required, be transferred from the Revenue Fund to the Funds created in Sections 5.02 and 5.03 hereof in accordance with the provisions of such sections. SECTION 5.02. INTEREST AND REDEMPTION FUND. There is here- by created and ordered to be established with the Trustee the "City of Fort Worth Airport Revenue Bonds Interest and Redemption Fund", hereinafter called "The - 30 - Interest and Redemption Fund". The accrued interest received upon the delivery of the Revenue Bonds will be deposited in the Interest and Redemption Fund when received. On or before June 15, 1958, there will be transferred from the Reve- nue Fund to the Interest and Redemption Fund a sum equal to $23,550.00 less the amount of the accrued interest received, and on or before July 15, 1958, and on or before the 15th day of each month thereafter to and including March 15, 1965, the City shall transfer $7,850.00 from the Revenue Fund to the Interest and Redemption Fund, and on or before April 15, 1965, and on or before the 15th day of each month thereafter so long as any of the Bonds are outstanding, the City shall transfer $11,550.00 from the Revenue Fund to the Interest and Redemption Fund. When the amount on hand in the Interest and Redemption Fund, plus the amount then in the Reserve Fund, is equal to the principal amount of the bonds then outstanding plus interest thereon to the scheduled maturity of all such bonds, no further deposits need be made to the Interest and Redemption Fund, so long as such amount thus remains intact. Monies in said Fund in excess of current requirements may be invested in the same manner and under the conditions appli- cable to the investment of the Reserve Fund. SECTION 5.03. RESERVE FUND. (1) There is hereby created and ordered to be established with the Trustee the "City of Fort Worth Airport Revenue Bonds Reserve Fund", hereinafter called the "Reserve Fund". Concurrently with the delivery of the Bonds there shall be deposited in the Reserve Fund the sum of $137,500.00. On April 1st in each of the years 1959 to 1961, both in- clusive, the Trustee shall transfer the sum of $1,500.00 to the Reserve Fund from the Interest and Redemption Fund, and on April 1, 1962, the Trustee shall similarly transfer the sum of $8,000.00. No further payments need be made into the Reserve Fund, except that whenever said Reserve Fund is reduced below $150,000.00, it shall thereafter be restored to such amount by payment into said Fund from the first monies available for such purpose. The Reserve Fund is here- by pledged for the sole purpose of and shall be used to pay principal of or interest on the Revenue Bonds falling due at any time when there is not suffi- cient money available in the Interest and Redemption Fund. Money in the Reserve Fund may, upon authorization by the City Council, be invested in direct obliga- tions of the United States of America. In no event shall investment be made in such obligations maturing beyond the ultimate maturity date of the Revenue Bonds. - 31 - Any obligations in which money is so invested shall be kept by the Trustee, and a sufficient amount thereof shall be prcmptly sold and the proceeds of sale applied to the making of payments required to be made from the Reserve Fund, whenever such payments are necessary to be made under this Section and to the extent that the money in the Reserve Fund may be insufficient to make such payment, The duty to make any transfers into this Fund shall be subor- dinate to the duty to make transfers into the Interest and Redemption Fund, if at any time there is insufficient money in the Revenue Fund to make both such payments in full. Whenever Additional Revenue Bonds are issued, the ag- gregate amount to be maintained in the Reserve Fund (or in the Reserve Fund and in reserve funds created for the Additional Revenue Bonds) shall be in- creased to an awlunt not less than an amount equivalent to the annual total of monthly deposits required to be made into the Interest and Redemption Fund to pay the average annual principal and interest requirements of the Bonds and such Additional Revenue Bonds. (2) Earnings in any year from investments made by the Interest and Redemption Fund and Reserve Fund may be utilized to the extent of such earnings to reduce the amount of the annual payment required to be made into the Interest and Redemption Fund in the next succeeding year. SECTION 5.04. The moneys paid into the Interest and Re- demption Fund shall be continuously secured by a valid pledge of direct obli- gations of, or obligations unconditionally guaranteed by the United States of America, having a par value or market value when less than par, exclusive of accured interest, at all times at least equal to the money deposited in the Interest and Redemption Fund. SECTION 5.05. REVENUE FUND BALANCES. Money remaining in the Revenue Fund at the close of business on September 30th of any year after making adequate provision for the Funds prescribed and after taking care of all other legal obligations, if any, against the Revenue Fund and after re- taining therein an amount certified by the Director of Aviation and the City Manager as sufficient to pay estimated expenses of Maintenance and Operation for a period of two months, may be utilized by the City for capital improvements or for redemption of the Revenue Bonds prior to scheduled maturity, or for any one or more of such purposes, and for all other purposes for which the City may - 32 - lawfully utilize such money. SECTION 5.06. If and when the City from time to time shall issue Additional Revenue Bonds the ordinance authorizing such bonds, or the supplement or amendment to the Deed of Trust securing such bonds shall contain adequate and appropriate provisions for payments into the several Funds created by this Article V so that the security of the Bonds will not be impaired. SECTION 5.07. In the event that a paying agent for the Bonds or any Additional Revenue Bonds, other than the Trustee, should be or shall have been designated in any ordinance or resolution, or in any supplement to the Deed of Trust, and if certified copies or original executed counterparts thereof are filed with the Trustee it shall be the duty of the Trustee not less than ten (10) days prior to the date fixed for payment of interest or payment of principal and interest, to make available to such additional paying agent or agents money necessary for the payment of the coupons or the bonds and coupons scheduled to mature on such date. ARTICLE VI. Special Covenants SECTION 6.01. (a) The City hereby covenants and agrees that it will, at all times while any of the Bonds or Additional Revenue Bonds or any interest thereon, are outstanding and unpaid, charge and collect fees for ser- vices rendered by said Airport System sufficient to pay all Operation and Maintenance Expenses, as defined in Section 1.01 hereof, and to produce not less than the amounts required to establish and maintain the Rinds created in Article V of this Deed of Trust; (b) That the proceeds from the sale of the bonds when received by the City will be placed immediately in a special account with the Trustee, as depos- itory, designated "Airport Construction Fund" and will be expended only to pay the proper costs incident to the issuance and sale of the bonds and the payment of interest during the construction period, such period not to exceed fifteen (1 5) months, and for the enlargement, extension and improvement of the Airport System and the initial creation of the Reserve Fund; that after the completion of such enlargements, extensions, improvements and such Reserve Fund the money, if any, remaining in the Construction Fund shall be placed in the Airport System Revenue Fund; - 33 - e (c) That while any of the Bonds or interest thereon are outstanding and unpaid the City will continue to operate and maintain or cause to be operated and maintained the Airport System, including Amon Carter Field as an airport for the aeeomm odation of scheduled airlines serving the City and will not cause or suffer such curtailment of the general use of the Airports or provide other airport or airport facilities elsewhere which will be opera- ted so as to interfere with the prompt performance of all of the City's obli- gations and covenants imposed by or undertaken hereunder; and that the inccme from any investment in other Airport properties will immediately be subjected to the liens and pledge securing these Bonds and any Additional Revenue Bonds; (d) That it will duly and punctually pay or cause to be paid out of the pledged revenues the principal of all of the Bonds and inter- est thereon on the dates and at the places and in the manner mentioned in such bonds and in the coupons thereto appertaining, according to the true intent and meaning thereof, and that it will faithfully do and perform, and at all times fully observe any and all covenants, undertakings, and provisions con- twined herein or in any of the Bonds; (e) That it will not directly or indirectly extend or assent to the extension of the time of payment of any of the coupons or claims for interest in respect of any of the Bonds or Additional Revenue Bonds by pur- chase or funding of such coupons or claims for interest or by any other arrange- ment, except under circumstances that if the time for payment of any such coupons or claims for interest shall be extended, such coupons or claims for interest shall not be entitled, in case of any default hereunder to the bene- fits of the Interest and Redemption Fund except subject to the prior payment of the principal of all of the Bonds or Additional Revenue Bonds then outstanding and of such portion of the interest thereon as shall not be represented by such extended coupons or claims for interest; (f) That the City has been duly created and is operating under the laws of the State of Texas and its Hcme Rule Charter and has lawful authority to issue the Bonds and to perform all covenants and obligations - 34 - undertaken in this Deed of Trust; (g) That the City will make such enlargements, extensions and improvements as soon as practicable; (h) That the City will duly observe and comply with all valid requirements of all Goveromental authorities relative to the operation of the Airport System and will maintain and operate with prudence its general fac- ilities while these Bonds, Additional Revenue Bonds or any of them, or any interest thereon, are outstanding and unpaid; (i) That the City has not created nor will it create any obligation against the Net Revenues which is or can be superior to or of equal rank with the liens and pledge of Net Revenues securing the Bonds, but Addi- tional Revenue Bonds are permitted when issued subject to the restrictions con- tained herein, which will be secured by a pledge of Net Revenues of equal rank with the pledge securing the Bonds; (J) That while any of the Bonds or Additional Revenue Bonds, or interest thereon are outstanding and unpaid the City will not supply at the Airports, space, service or privileges, without making commensurate charges therefor, except to the extent actually required and shown to be required under applicable statutes to supply such space, privileges and services to the Federal Government; (k) That the City will maintain airport zoning substantially as is provided in the present zoning ordinance unless and until some lesser air- port zoning protection might become acceptable under Civil Aeronautics Admin- istration Recommended Standards; (1) That so long as any of the Bonds or Additional Revenue Bonds or interest thereon are outstanding and unpaid the City will provide money as necessary in its annual budget from its General Fund Revenues, and pay as adminis- trative expenses of the City, the administrative expenses of its Department of Aviation, including but not limited to: (1) the salaries of its Director of Aviation and his administrative staff, together with necessary clerical assist- ants, (2) the expenses of the administrative office of the Department of Aviation, including communications, travel, memberships, subscriptions, supplies - 35 - and equipment, furniture and furnishings, occupancy, protection, insurance, pro-rated utilities costs, and any other expenses which the City may lawfully incur in the administration of its airports, (3) any and all costs for ser- vices which the City may incur in connection with aviation development, in- cluding but not limited to payments to architects, attorneys, consultants and engineers, and for traffic surveys and expenses in connection with proceedings before courts or regulatory bodies, and (4) the expenses of providing complete police and fire protection at and for that part of the Airport System operated by the City. The City in making this covenant is mindful of the laws which authorize the City to pay out of its money raised through taxation its general administrative expenses and certain expenses related to its Airports which might otherwise be considered as operating expenses, including among other pro- visions of the law Article 46d-8 of Vernon's Civil Statutes; (m) (1) That the City will employ competent personnel for the Airports, administer them in accordance with sound business principles; and seek and procure maximum financial aid from the Federal Government if such aid be available on reasonable terms and conditions, and (2) that it will keep the facilities in good condition, and will make all needed repairs, renewals and replacements; (n) That any amounts received as awards as a result of the taking of all or any part of the Airport System by the lawful exercise of eminent domain, if and to the extent that such right can be exercised against such pro- perty of the City, will be placed in the Revenue Fund. (o) The City covenants and agrees that it will not enter into a contract with any person, firm, corporation, or public instrumentality, involving the enlargement, extension or improvement of the Airports, or the ac- quisition of other Airport Properties or control thereof, unless: (1) The City's obligation under such contract is financed as a capital expenditure; or (2) The City has secured from a Certified Public Ac- countant a certificate showing that for the previous fiscal year the net revenues of the Airport System are equal to at - 36 - least the minimum annual payments due under any such contracts, and 1-3/4 times the annual deposit required to be made into the Interest and Redemption Fund to meet the annual principal and interest requirements of all bonds then outstanding which are payable solely from the net revenues. SECTION 6.02.. The City will cause reports of all fiscal and financial transactions relating to the Airport System to be transmitted to a properly qualified firm of Airport Planning, Market and Planning Coun- sellors retained for such purposes, and will keep on file the comments of such Counsellors as to fiscal and financial matters, and all other matters relating. , to the Airport System which may be brought to the attention of such Counsellors. �! The City will obtain from said Counsellors an annual report at the time of the annual audit, and will submit a copy of such report with each copy of the audit distributed.)k ARTICLE VII. Possession of Mortgaged Property SECTION 7.01. While not in default in the payment of principal of or interest on any of the Bonds or any Additional Revenue Bonds secured hereby or in respect to any of the covenants, agreements or conditions in this Deed of Trust contained, or any supplement thereto, the City shall be permitted and suffered to possess, use and enjoy the Trust Estate and all pro- perty and appurtenances, franchises and rights conveyed by this Deed of Trust or any supplement thereto (except money or property, if any, expressly required to be deposited with the Trustee) and to receive and use the revenues, rents, issues, income, produce and profits thereof with power in the ordinary course of business freely and without let or hindrance on the part of the Trustee or of the holders of the Bonds, or any Additional Revenue Bonds, to use and consume supplies; to alter, repair, dismantle and change the position of any of its buildings and structures or other property whatsoever (provided that no such change shall impair the lien of this Deed of Trust, or any supplement thereto, upon any such building, structure or other property); to replace and renew any of its equipment, machinery or other property; and to acquire any and all rights - 37 - under chosen in action and contracts. SECTION 7.02. The City covenants that so long as the Bonds or any Additional Bonds, or any of them shall be outstanding and except as in this Article otherwise permitted, it will not sell, lease or otherwise dispose of any part of the Airport System. The City may, however, from time to time sell any machinery, fixtures, apparatus, tools, instruments, or other movable property and any materials used in connection therewith, if the City Council shall determine that such articles are no longer needed or are no longer useful in connection with the operation and maintenance of the Airport System and if the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of, or shall be placed in the Interest and Re- demption Fund. It is provided, however, that not more than $15,000.00 in value of property shall be sold during any twelve months' period without the consent of the Trustee evidenced by a release signed by the Trustee. The sale price of such property shall be presumed to be the value thereof for the purpose of this Section 7.02. In executing such release the Trustee may rely upon a certified copy of a resolution by the City Council of the City declaring that the properties released are no longer needed or are no longer useful in con- nection with the operation and maintenance of the Airport System, but the Trus- tee may require a certificate of such facts by an engineer acceptable to it. The Trustee shall incur no liability, if in any instance, it does not require such certificate. SECTION 7.03. The City may, notwithstanding any other pro- visions of this Deed of Trust, if then authorized by law, lease any of its lands not necessary to the operation and maintenance of the Airport System for any purpose which will not result in any damage to or diminution of the value of the property leased or of any other property of the City constituting a part of the Airport System, The rental to be charged under all such leases shall be not less than the fair and reasonable rental in relation to the character and value of the property leased nor shall the rental of such leased property of such amount as will result in reducing the pledged income to the extent of im- - 38 - pairing the City's obligation to create and maintain the Funds provided by Article V of this Deed of Trust. The Trustee may rely upon declarations con- tained in a resolution adopted by the City Council as to the fairness and reasonableness and effect of such rental consideration. All rentals, re- venues, and receipts derived by the City from any and all leases so made shall upon the receipt thereof be deposited with the Trustee for the credit of the Interest and Redemption Fund. ARTICLE VIII. Defaults and Remedies SECTION 8.01. For the purpose of this Deed of Trust, the following events are hereby defined as and are declared to be events of default: (a) Default in the due and punctual payment of any in- terest on any of the bonds and the continuance thereof for a period of ninety (90) days after written notice thereof by the Trustee to each member of the City Council of the City of Fort Worth stating that payment has been demanded and default made; (b) Default in the due and punctual payment of the principal of any of the bonds at maturity thereof and the contin- uance thereof for a period of ninety (90) days after written notice thereof by the Trustee to each member of the City Council of the City of Fort Worth stating that payment has been demanded and default made; (c) Default in the performance or observance of any other of the covenants, agreements or conditions on the part of the City to be kept, observed and performed contained in this Deed of Trust or in the bonds, and continuation of such default for a period of ninety (90) days after written notice thereof by the Trustee to each member of the City Council of the City of Fort Worth; (d) The institution of bankruptcy proceedings, either voluntary or involuntary, under any state or federal statute, whereby the City's duty to carry out all of the covenants and agreements in this Deed of Trust contained might be in any wise affected. Any notice herein provided to be given to a member of the City Council and the City Secretary shall be deemed sufficiently given if sent by registered mail with postage prepaid to the person to be notified, addressed to him at the post office in the City of Fort Worth. The Trustee may give any such notice in its discretion and shall give such notice if requested so to do by the holders of not less than twenty per cent (20%) in principal amount of the bonds at the time outstanding. Whenever Bonds are referred to in this article and in - 39 - Article X hereof, the term shall be understood to mean not only all outstand- ing Bonds of the issue originally secured hereby, but also any Additional Reve- nue Bonds issued as authorized by this Deed of Trust, or which by the terms thereof later may become subject to its provisions, and all outstanding re- funding bonds which may be issued under the provisions of this Deed of Trust in such manner as to be entitled to the security of this Deed of Trust on an equality with the Bonds of said original issue. SECTION 8.02. Upon the happening of any event of default as defined in Section 8.01 of this Article, the Trustee shall, but only upon the written request of the holders of not less than sixty per cent (6o%) in principal amount of the bonds then outstanding hereunder, and upon being in- demnified to its satisfaction, by notice in writing to the City Secretary to be sent as provided in Section 8.01 hereof, declare the principal of all bonds then outstanding hereunder to be due and payable immediately, and upon any such declaration the said principal shall become and be due and payable imme- diately, anything in this Deed of Trust or in the bonds to the contrary not- withstanding. This provision, however, is subject to the condition that if any time after the principal of said bonds shall have been declared due and payable and before any sale of the Trust Estate shall have been made, all arrears of interest upon all such bonds, with interest upon all past due in- stallments of interest at the rate borne by the bonds, and all past due prin- cipal of the bonds, together with the reasonable charges and expenses of the Trustee, its agents, attorneys and counsel, shall be paid by the City and after all other defaults which may have occurred shall have been remedied or cured to the satisfaction of the Trustee, then and in every such case the holders of sixty per cent (60%) in principal amount of the bonds then outstanding may, by notice in writing given to the Trustee, and to the City Secretary in the manner provided in Section 8.01 of this Article, waive such default and its consequen- ces, and rescind such declaration, but no such waiver or rescission shall ex- tend to or affect any subsequent default or impair or exhaust any right or power consequent thereon. SECTION 8.03. Upon the happening of any event of default 4o - as defined in Section 8.01 of this Article, if the principal of all of the bonds outstanding hereunder shall have been declared due and payable as pro- vided in Section 8.02 of this Article, the Trustee may cause the Trust Estate to be sold, and may proceed to protect and enforce the rights of the Trustee and the bondholders hereunder in such manner as counsel for the Trus- tee shall advise, whether for the specific performance of any covenant, con- dition, agreement or undertaking herein contained, or in aid of the execution of any power herein granted, or for the enforcement of such other appropriate, legal or equitable remedies as may in the opinion of such counsel be more effectual to protect and enforce the rights aforesaid. The Trustee shall take any such action or actions if requested so to do by the holders of at least sixty per cent (60%) in principal amount of the bonds then outstanding here- under, or any supplement hereto. SECTION 8.04, Upon the happening of any event of default as defined in Section 8.01 of this Article, and if the principal of all of the outstanding bonds shall have been declared due and payable as provided in Section 8.02 of this Article, then and in every such case, and whether or not the remedies authorized by Section 8.03 of this Article shall have been pur- sued in whole or in part, the Trustee shall, but only upon the written re- quest of the holders of not less than sixty per cent (60%) in principal amount of the bonds then outstanding hereunder or any supplement hereto, with or with- out entry, sell to the highest bidder the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, at any such place or places, and at such time or times and upon such notice and terms as the Trustee may fix and specify and as may be required by law. In case of such sale of any of the property subject to this Deed of Trust, notice of such sale shall first be given by publication in at least one newspaper published in Tarrant County, at least once a week for four successive weeks next preceding such sale, and by like publication in at least one daily newspaper published in the City of New York, New York, and by the giving of any other notices which may be required by law, and upon such sale the Trustee may make and deliver to the purchaser or purchasers a good and sufficient deed or deeds for the same, - 41 - which sale shall be perpetual bar both at law and in equity against the City and all persons and corporations claiming or to claim such properties. No purchaser at any sale shall be bound to see to the application of the purchase money or to inquire as to the authorization, necessity, expediency or regular- ity of any such sale. Nevertheless, the City if so requested by the Trustee, shall ratify and confirm any sale or sales by executing and delivering to the Trustee or to such purchaser or purchasers all such instruments as may be necessary or in the judgment of the Trustee proper for the purpose which may be designated in such request. SECTION 8.05. In the event of any sale, whether made under the power of sale, hereby granted and conferred or under or by virtue of judicial proceedings, the whole of the Trust Estate shall be sold in one lot and as an entirety, unless such sale as an entirety is impossible or impracti- cable by reason of some statute or otherwise. SECTION 8.06. The Trustee may from time to time adjourn any sale to be made by it hereunder by announcement at the time and place of such adjourned sale, and without further notice or publication except as other- wise required by law may make such sale at the time and place to which the same may be so adjourned. SECTION 8.07. In case an event of default as defined in Section 8.01 of this Article occurs, and if all of the bands outstanding here- under shall have been declared due and payable as provided in Section 8.02 hereof, and in case any judicial proceedings are commenced to enforce any right of the Trustee or of the bondholders under this Deed of Trust or otherwise, then as a matter of right, the Trustee shall be entitled to the appointment of a receiver of the Trust Estate and of the earnings, income or revenues, rents, issues and profits thereof with such powers as the Court making such appoint- ments may confer. SECTION 8.08. In case the Trustee shall have proceeded to enforce any rights under this Deed of Trust by sale or otherwise, and such pro- ceedings shall have been discontinued, or shall have been determined adversely to the Trustee, then and in every such case to the extent not inconsistent - 42 - with such adverse decree, the City and the Trustee shall be restored to their former respective positions and the rights hereunder in respect to the Trust Estate, and all rights, remedies and powers of the Trustee and in the bond- holders shall continue as though no such proceedings had been taken. SECTION 8.09. In case of any such sale of the Trust Estate, any bondholder or bondholders or committee of bondholders, or Trustee, may bid for and purchase such property and upon compliance with the terms of sale may hold, retain possession and dispose of such property as the absolute right of the purchaser or purchasers without further accountability and shall be entitled, for the purpose of making any settlement or payment for the property purchased, to use and apply any bonds hereby secured and any interest thereon due and unpaid, whether or not such interest be evidenced by coupons, by presenting such bonds and coupons in order that there may be credited thereon the sum apportionable and applicable thereto out of the net proceeds of such sale, and thereupon such purchaser or purchasers shall be credited on the bonds and coupons so presented. SECTION 8.10. The proceeds of any sale of the Trust Estate, together with any funds at the time held by the Trustee and not otherwise appropriated, shall be applied by the Trustee as follows: First: To the payment of the costs, expenses, fees and other charges of such sale and a reasonable compensation to the Trustee, its agents and attorneys, and to tlAe discharge of all expenses and liabilities incurred and advances or dis- bursements made by the Trustee hereunder. Second: Any surplus then remaining to the payment of the whole amount then due or unpaid upon the bonds issued here- under or any supplement thereto, and then outstanding for princi- pal and interest, with interest on overdue principal and overdue installments of interest at the same rates, respectively, as were borne by the bonds whereof the principal or installments of inter- est may be overdue, and in case such proceeds shall be insufficient to pay in full the whole amount so due and unpaid, then to the pay- ment of such principal and interest ratably according to the aggregate amount owing on all bonds then outstanding without prefer- ence or priority of principal over interest or of interest over principal. Third: Any surplus then remaining to the City or whomsoever shall be lawfully entitled thereto. SECTION 8.11. In case of a sale under any of the fore- going provisions of this Article, whether made under the power of sale herein - 43 - granted, or under or by virtue of judicial proceedings, the principal of all bonds issued hereunder, or any supplement hereto, and then outstanding, if not previously due, shall immediately thereupon become due and payable, anything in said bonds or in this Deed of Trust to the contrary notwithstanding. SECTION 8.12. The remedies herein conferred upon or reserved to the Trustee or to the holders of bonds hereby secured are not in- tended to be exclusive of any other remedy, but each remedy herein provided shall be cumulative and shall be in addition to every other remedy given here- under or now or hereafter existing, and every power and remedy hereby given to the Trustee or to the holders of bonds issued hereunder, or any supplement here- to, may be exercised from time to time as often as may be deemed expedient. No delay or omission of the Trustee or of any holder of bonds to exercise any power or right arising from any default hereunder shall impair any such right or power or shall be construed to be a waiver of any such default or to be acquiescence therein. SECTION 8.13. Anything in this Deed of Trust contained notwithstanding, the holders of sixty per cent (60%) in principal amount of the bonds hereby secured and then outstanding, shall have the right by an in- strument or instruments in writing delivered to the Trustee to direct and control the Trustee as to the method of taking any and all proceedings for any sale of any or all of the Trust Estate, or for the a?pc_ntnent of a re- ceiver, if permitted by law, and may at any time cause any proceedings authorized by the terms hereof to be so taken or to be discontinued or de- layed, provided however, that such holders shall not be entitled to cause the Trustee to take any proceedings which in its opinion would be unjustly pre- judicial to non-assenting bondholders, but the Trustee shall be entitled to assume that the action requested by the holders of 60% of the then outstanding bonds will not be prejudicial to non-assenting bondholders unless such non- assenting bondholders, in writing, show the Trustee how they will be prejudic- ed. SECTION 8.14. No holder of any bond or coupon shall have any right as such holder to institute any suit, action or proceedings for the enforcement of the provisions of this Deed of Trust or for the execution of - 44 - any trust hereunder or for the appointment of a receiver or for any other remedy, hereunder, all rights of action hereunder being vested exclusively in the Trustee, unless and until such holder shall have previously given to the Trustee written notice of a default hereunder, and of the continuance there- of, and also unless the holders of the requisite principal amount of the bonds then outstanding shall have made written request upon the Trustee and shall have afforded reasonable opportunity to institute such action, suit or pro- ceeding in its own name, and unless the Trustee shall have been offered reasonable indemnity satisfactory to it against the costs, expenses and lia- bilities to be incurred therein or thereby and the Trustee for thirty (30) days after receipt of such notification, request or offer of indemnity shall have failed to institute any such action, suit or proceeding, it being under- stood and intended that no one or more holders of the bonds shall have the right in any manner whatever by his or their action to affect, disturb or prejudice the lien of this Deed of Trust or to enforce any right hereunder except in the manner herein provided and for the equal benefit of all holders, of such outstanding bonds. However, it is further provided that notwithstand- ing any other provision contained in this Article or elsewhere in this Deed of Trust, the holders of not less than sixty per cent (60%) in principal amount of the bonds then outstanding, without previous notice to or consent by the Trustee, and without joinder by the Trustee, shall have the right to institute, intervene in or defend any litigation affecting the bonds. SECTION 8.15. In any suit or action by the Trustee, aris- ing under this Deed of Trust or on all or any of the bonds or coupons issued hereunder, or any supplement hereto, the Trustee shall not be required to produce such bonds or coupons, but shall be entitled in all things to main- tain any such suit or action without their production. SECTION 8.16. If any covenant, agreement, waiver or part thereof in this Article or elsewhere in this Deed of Trust contained be for- bidden by any pertinent law, or under any pertinent law be effective to render this Deed of Trust invalid or unenforceable or to impair the lien hereof, then each such covenant, agreement, waiver or part thereof shall itself be and is - 45 - hereby declared to be wholly ineffective and this Deed of Trust shall be con- strued as if the same were not included herein. ARTICLE IX. The Trustee SECTION 9.01. The Trustee accepts the trusts herein created, but only upon the terms and conditions set forth in this Article IX. SECTION 9.02. The recitals of fact herein and in said Bonds contained shall be taken as the statements of the City and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the value of the mortgaged and pledged property, or any part thereof, or as to the title of the City thereto, or as to the security afforded thereby and hereby, or as to the validity of this Deed of Trust or of the bonds or coupons issued hereunder, and the Trustee shall incur no responsibility in respect of such matters. SECTION 9.03. The Trustee shall be under no duty to file or record or cause to be filed or recorded this Deed of Trust or any instrument supplemental thereto as a deed of trust, conveyance or transfer of real or personal property or otherwise, or to re-file or re-record or renew the same, or to procure any further, other or additional instruments of further assur- ance, or to see to the delivery of it of any property intended to be subjected to the terms hereof or pledged hereunder, or to do any act which may be suit- able to be done for the better maintenance or continuance of the lien or security hereof, or for giving notice of the existence of such lien, or for extending or supplementing the same or to see that any property intended now or hereafter to be conveyed in trust hereunder is subjected to the lien hereof. The Trustee shall not be liable for failure of the City to insure or renew insurance or for responsibility of insurers, or for the amount of insurance carried by the City on any part of the Trust Estate, or for the failure of the City to pay any tax or taxes in respect of the mortgaged and pledged property, or any part thereof, or the income therefrom or otherwise, nor shall the Trustee be under any duty in respect of any tax which may be assessed against it or the owners of the bonds in respect of the said property. - 46 - SECTION 9.04. The Trustee may execute any of the trusts or powers hereof and perform, any duty hereunder, either by itself or by or through its attorneys, agents, or employees, and they shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys, agents, or employees, if reasonable care has been exercised in the appointment and retention thereof, nor shall the Trustee be otherwise answer- able or accountable under any circumstances whatsoever, except for its own negligence or bad faith. SECTION 9.05. The Trustee shall be under no obligation or duty to perform any act hereunder or to institute or defend any suit in respect hereof, unless properly indemnified to its satisfaction. The Trustee shall not be required to take notice, or be deemed to have knowledge of any default of the City hereunder, (except as to the performance of obligations of which the Trustee has primary knowledge such as those under Section 5.02 and Section 5.03) and may conclusively assume that there has been no such default unless and until it shall have been specifically notified in writing of such default by the holders of the percentage in principal amount of the bonds then outstanding hereinabove specified. SECTION 9.06. The Trustee shall not be bound to recognize any person as the holder of a bond unless and until his bond is submitted to such Trustee for inspection, if required, and his title thereto satisfactorily established, if disputed. SECTION 9.07. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, appraisal, opinion, bond, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel (who may be of counsel for the City or for a bondholder), and with other experts, and the opinion of such counsel or other experts shall be full and complete authorization and protection in respect of any action taken or suffered and in respect of any determination made by it hereunder in good faith and in accordance with the opinion of such counsel. - 47 - SECTION 9.08. The Trustee shall not be obligated or liable to allow to the City interest on any moneys received by it hereunder, except that the Trustee shall pay the City interest on money uninvested in the Reserve Account at the rate or rates it is currently paying its depositors on checking accounts, balances of similar accounts, if interest on balances is then being so paid. SECTION 9.09. The City shall pay to the Trustee from time to time a reasonable compensation for all services rendered by it hereunder and shall reimburse all of its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees, incurred in and about the administration and execution of the trusts hereby created. All payments so made to the Trustee by way of compensation, and for reimbursement of expenses, charges and other disbursements shall be regarded as a maintenance and opera- tion expense and paid from the Revenue Fund accordingly. In default of such payments by the City, and as security for such payment the Trustee shall have a lien therefor on the Trust Estate and the proceeds thereof prior to any rights of the holders of the bonds and coupons. SECTION 9.10. The Trustee hereunder or any successor Trustee may become the owner of bonds and coupons with the same rights it would have if not a Trustee. The Trustee may act as depository for, and permit any of its officers or directors to act as a member of, or in any other capacity in respect of any committee formed to protect the rights of the holders of bonds or to effect or aid in any reorganization growing out of the enforcement of the said bonds or of this Deed of Trust, whether or not any such committee shall represent the holders of more than fifty per cent (50P in principal amount of the Bonds. SECTION 9.11. The Trustee and any successor to the Trustee may resign and be discharged from the trust created by this Deed of Trust by giving to the City Secretary notice in writing and by giving the bondholders notice through publication thereof at least once a week for three successive calendar weeks, the first publication to be not less than thirty (30) days and not more than sixty (60) days prior to the effective date of such resignation, in one newspaper published and having general circulation in the City of Fort Worth and in a financial newspaper or journal published in the City of New York, New York. Each of such notices shall specify the date on which such resignation - 48 - is to take effect. Such resignation shall take effect on the day specified in such notice, unless previously a successor Trustee shall have been appointed, either by the bondholders or by the City as hereinafter provided, in which event such resignation shall take effect immediately upon the appointment of such successor Trustee. SECTION 9.12. The Trustee or any successor Trustee may be removed at any time by the holders of a majority in principal amount of the bonds secured hereby and at the time outstanding, upon payment to the Trustee so removed of all moneys then due to it hereunder, by an instrument or con- current instruments in writing executed in duplicate by such holders. One copy shall be filed with the City Secretary and the other with the Trustee so removed. SECTION 9.13. In case at any time the Trustee or any successor Trustee shall resign, be dissolved, or be removed, or otherwise shall become disqualified to act or incapable of acting, or in case control of the Trustee or of any successor Trustee or of its officers shall be taken over by any public officer or officers, a successor Trustee may be appointed by the holders of a majority in principal amount of bonds secured hereby and at the time outstanding, by an instrument or concurrent instruments in writing signed and duly acknowledged by such bondholders or by their attorney-in-fact duly authorized, and filed, one copy with the retiring Trustee, and the other with the successor Trustee, notification thereof being given to the City Secretary by such successor Trustee; but until a successor Trustee shall be so appointed by the bondholders as herein authorized the City by an instcrument in writing duly authorized by resolution shall in such case appoint a successor to the Trustee. In the case of any appointment by the City of a successor to the Trustee, the City shall forthwith cause notice to be published once in each week for two consecutive calendar weeks in one newspaper published and having general circulation in the City of Fort Worth and in one financial newspaper or journal published in the City of New York, New York. Every such successor Trustee so appointed by the bondholders, by a court of competent jurisdiction, or by the City shall be a bank or trust company in good standing, organized - 49 - and doing business under the laws of the United States or of any State, and having its principal office in the State of Texas, having a combined capital and surplus of not less than $2,500,000.00 which is authorized under the laws of the jurisdiction of incorporation to exercise corporate trust powers and is subject to supervision or examination by a Federal or State authority. SECTION 9.14. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor Trustee, -nd also to the City, an, instrument accepting such appointment hereunder, and there- upon such successor Trustee, without any further act, deed or conveyance shall become fully vested with all the estate, properties, rights, powers, trusts, duties and obligations of its predecessor in trust hereunder, with like effect as if originally named as Trustee herein; but the Trustee ceasing to act shall, nevertheless, on the written request of the City, or of the successor Trustee, execute, acknowledge and deliver such instruments of conveyance and further assurance and do such other things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee all the rights, title and interest of the Trustee which it succeeds, in and to the property subject to the terms hereof and such rights, powers, trusts, duties and obligations, and the Trustee ceasing to act shall also, upon like request, pay over, assign and deliver to the successor Trustee, any money or other property subject to the lien of this Deed of Trust, including any pledged securities which may then be in its possession. Should any deed, conveyance or instrument in writing from the City be required by the new Trustee for more fully and certainly vesting in and confirming to such new Trustee such estate, properties, rights, powers and duties, any and all such deeds, conveyances and Instruments in writing shall, on request, be executed, acknowledged and deliver- ed by the City. In case any of the bonds to be issued hereunder or any supplement hereto, shall have been authenticated but not delivered, any successor Trustee may adopt the certificate of authentication of the Trustee or of any successor to the Trustee; and in case any of the bonds shall not have been authenticated any successor to the Trustee may authenticate such bonds in - 50 - its own name; and in all such cases such certificates shall have the full force which it is anywhere in the bonds or in this Deed of Trust provided that the certificate of the Trustee shall have. SECTION 9.15. Any notice, request or other instrument required by this Deed of Trust to be served on the City or sent to the City shall, unless otherwise expressly provided, be considered to have been suffi- ciently given when sent by registered mail to the City Secretary add7e8sed to the City Hall in the City of Fort Worth. Any notice, request or other writing by or in behalf of the City or any of the bondholders delivered to the Trustee at its office in Fort Worth, Texas, shall constitute proper delivery of su:h notice. SECTION 9.16. The Trustee shall authenticate and turn over to the City Official then performing the duties of City Treasurer, or his order, for delivery the bonds secured by this Deed of Trust. ' SECTION 9.17. The City Secretary shall file with the Trus- tee annually a certificate showing the names of the then members of the City Council of the City of Fort Worth. The Trustee shall be entitled for all pur- poses of this Deed of Trust to assume that the persons whose names appear on the latest list filed with it continue to hold their offices until it is notified to the contrary by the City Secretary. SECTION 9.18. The Trustee shall not be accountable in any manner whatsoever for any action of the City or failure of the City to act or for any action or failure to act by the City's depository or for any funds un- less and until such funds shall have been received by the Trustee. Nor shall the Trustee be liable for application by the City of revenues from the Trust Estate. SECTION 9.19. All cash collected by, or payable to, the Trustee shall be paid to, and deposited with, and all bonds and other obliga- tions or securities shall be held by, the Trustee, except as otherwise requir- ed by law. SECTION 9.20. The holder of a bond shall be permitted at reasonable times during regular business hours and in accordance with reason- - 51 - able regulations prescribed by the Trustee, to examine at the principal office of the Trustee a copy of any current report theretofore filed with the Trustee showing the condition of the Trust Estate. ARTICLE X. Modification of This Deed of Trust SECTION 10.01. The holders of seventy-five per cent (75%) in principal amount of the bonds at any time outstanding (not including in any case any bonds which may then be held or owned by or for the account of the City, but including the Additional Bonds issued under the provision of this Deed of Trust, and such refunding bonds as are specified in Section 2.04 of Article II hereof and are not owned by the City) shall have the right from time to time to consent to and approve the execution by the City and the Trustee of such Deed of Trust or Deeds of Trust supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying or amending any of the terms or provisions contained in this Deed of Trust, or in any Deed of Trust or Deeds of Trust supplemental thereto, or contained in the ordinance authorizing the Bonds secured by this Deed of Trust, provided, however, that nothing herein contained shall permit or be construed as permitting the modifi- cation or amendment of the terms and conditions contained in this Deed of Trust or in said ordinance or in the bonds so as to: (a) Make any change in the maturity of the bonds; (b) Reduce the rate of interest borne by any of the bonds; (c) Reduce the amount of the principal payable on the bonds; (d) Modify the terms of payment of principal or of interest upon the bonds or any of them or impose any conditions with respect to such payment; (e) Affect the rights of the holders of less than all of the bonds then outstanding; (f) Change the minimum percentage of the principal amount of bonds necessary for consent to such modification. - 52 - If at any time the City shall request the Trustee to enter into such supplemental Deed of Trust, the Trustee, unless it shall deem that such proposed supplemental Deed of Trust shall contain provisions which affect its rights or obligations and to which it is unwilling to assent, shall at the expense of the City cause notice of the proposed execution of such supplemental Deed of Trust to be published in a newspaper or journal published in the City of New York, New York, and in a newspaper of general circulation published in the City of Fort Worth, once during each calendar week for at least four suc- cessive calendar weeks. Such notice shall briefly set forth the nature of such proposed supplemental Deed of Trust and shall state that a copy thereof is on file at the principal office of the Trustee for inspection by all holders of Bonds. A substantial copy of such notice shall be mailed by the trustee to each holder of registered bonds, but the failure to mail such notice in any instance shall not affect the sufficiency of the consent by the holders of 75% of the bonds. Such mailed notice is for the convenience of such registered holders and is not a prerequisite to the modification of the Deed of Trust. Whenever at any time within one year from the date of the first publication of said notice, the City shall deliver to the Trustee an in- strument or instruments executed by the holders of at least seventy-five per cent (75%) in aggregate principal amount of the bonds then outstanding as in this section defined, which instrument or instruments shall refer to the pro- posed supplemental Deed of Trust described in said notice and shall specifi- cally consent to and approve the execution thereof in substantially the form of the copy thereof on file with the Trustee, thereupon, but not otherwise, the Trustee shall execute the said supplemental Deed of Trust in substantially the said form without liability or responsibility to any holder of any bond, whether or not such holder shall have consented thereto. If the holders of at least seventy-five per cent (75%) in aggregate principal amount of the bonds outstanding as in this section defined at the time of execution of any such supplemental Deed of Trust, or the pre- - 53 - decessors in title of such holders, shall have consented to and approved the execution thereof as herein provided, no holder of any bond, whether or not such holder shall have consented to or shall have revoked any consent as in this section provided, shall have any right or interest to object to the execution of such supplemental Deed of Trust or to object to any of the terms or provisions therein contained or to the operation thereof, or to enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any supplemental Deed of Trust pur- suant to the provisions of this section, this Deed of Trust and the ordinance authorizing the bonds shall be and be deemed to be modified and amended in accordance with such supplemental Deed of Trust, and the respective rights, duties and obligations under this Deed of Trust of the City, the Trustee, and all the holders of outstanding bonds shall thereafter be determined, exercised and enforced hereunder, subject in all respects to such modifications and amend- ments. Any consent given by the holder of a bond pursuant to the provisions of this section shall be irrevocable for a period, of six months from the date of the first publication of the notice provided for in this secti,�n, and shall be conclusive and binding upon all future holders of the same bond during such period. Such consent may be revoked at any time after six months from the date of the first publication of such notice by the holder who gave such consent or by a successor in title, by filing notice with the Trustee in form satisfactory to it of such revocation of consent, but such revocation shall not be effective if the holders of seventy-five per cent (75%) aggregate principal amount of the bonds outstanding as in this section defined have, prior to the attempted revocation, consented to and approved the supplemental Deed of Trust referred to in such revocation. For the purposes of this section, owner- ship of bonds shall be established in the manner provided in Section 11.01 of Article n of this Deed of Trust. Any supplemental Deed of Trust executed in accordance with the provisions of this Article shall thereafter form a part of this Deed of - 54 - Trust and all the terms and conditions in any such supplemental Deed of Trust to any provision authorized to be contained therein shall be and be deemed to be part of the terms and conditions of this, Deed of Trust for any and all pur- poses. ARTICLE XT_, General prpv: f:ions SECTION 11.01. Any novice, request or other instrument required by this Deed of Trust to be signed or executed by bondholders may be executed by the execution of any number of concurrent instruments of similar tenor, and may be signed or executed by such bondholders in person or by agent appointed in writing. As a condition for acting thereunder the Trustee may demand proof of the execution of any such instrument and of the fact that any person claiming to be the owner of any of said bonds is such owner and may fur- ther require the actual deposit of such bond or bonds with the Trustee. The fact and date of the execution of such instrument may be proved by the certi- ficate 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 may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount of bonds held by any person executing such in- strument as a bondholder and the fact, amount and numbers of the bonds held by such person and the date of his holding the same may be proved by a certificate executed by any responsible trust company, bank, bankers, or other depository, in a form approved by the Trustee, showing that at the date therein mentioned such person had on deposit with such depository the bonds described in such certificate; provided, however, that at all times the Trustee may require the actual deposit of such bond or bonds with the Trustee, SECTION 11.02. The covenants, agreements, conditions, prcMises and undertakings in the Deed of Trust shall extend to and be binding upon the successors and assigns of the City and all of the covenants hereof shall bind such successors and assigns, and each of them, jointly and severally. - 55 - .r All the covenants, conditions and provisions hereo' shall be held to be for the sole and exclusive benefit of the partiea herc',,:o and their successors and assigns and of the holders from time to ti.me of said bonds and coupons. No transfer of the Trust Estate, or any part thereof, by the City and no extension of the time of payment of any of said bonds or coupons after such transfer shall operate to release or discharge the City, it being agreed that the liability of the Ci'-y shall continue as principal until all of said bonds and coupons are paid in full, notwithstanding any transfer of said property or subsequent extension of time to the then owner, or other act which might serve as a legal or equitable discharge of a surety. SECTION 11.03. This Deed of Trust shall operate effectually as a lien on all property conveyed, mortgaged or pledged hereby, whether real, personal or mixed. Failure to file said instrument in the office of the County Clerk of Tarrant County in which the Trust Estate is situated shall in no wise invalidate such lien, but this instrument may be filed and recorded in the re- cords of Tarrant County in which the Trust Estate is situated in the manner in which a Deed of Trust on real estate is filed and recorded, and may remain in his office on file as a Chattel Mortgage covering the personal property encumbered hereby. The City convenants and agrees that this Deed of Trust will be so filed as a Deed of Trust and as a Chattel Mortgage in Tarrant County in which the Trust Estate is situated. SECTION ll.04. If the lien of this Deed of Trust shall be or shall ever become ineffectual, invalid or unenforceable against any property hereby mortgaged or pledged because of want of power or title in the City, the inclusion of any such property described herein shall not in any way affect or invalidate the provisions or lien hereof against such property as the City had the right to mortgage or pledge. SECTION 11.05. No holder of bonds issued under this Deed of Trust nor of any coupons representing interest on such bonds shall ever have the right to demand payment of such bonds or coupons out of funds raised or to be raised by taxation. SECTION 11.06. Any request or consent of the holder of any Bonds secured hereby given for any of the purposes of this Deed of Trust shall - 56 - f bind all future holders of the same bond or bonds issued in exchange therefor or in substitution thereof in respect of anything done or suffered by the City or the Trustee in pursuance of such request or consent. SECTION 11.07. Although this Deed of Trust for convenience and for the purpose of reference is dated as of April 1, 1958, the actual dates of execution by the City and by the Trustee arse as indicated by their respective acknowledgments hereto annexed. ARTICLE XII Defeasance SECTION 12,01. When all of the bonds and coupons hereby secured shall have been paid or redeemed, or, all of the bonds having become due by reason of maturity or call for redemption, and the City shall have provided for such payment by depositing in cash with the Trustee the amount necessary for such payment or redemption and shall also have paid, or caused to be paid, all sums accrued and payable hereunder by the City, then and in that case the City shall be entitled to have all of the Trust Estate revert to it and to have the estate, right, title and interest of the Trustee in res- pect thereof cease, determine and beccme void. Then, if the City shall so request in writing, the Trustee upon the cancellation of all bonds and coupons for the payment of which money shall not have been deposited in accordance with the provisions of this Deed of Trust, shall at the cost and expense of the City execute and deliver to the City proper instruments acknowledging satis- faction of the Deed of Trust. Money deposited for the payment of bonds and coupons under the provisions hereof shall be held by the Trustee as a special trust fund for the account of the holder or holders of such bonds and coupons and so far as necess4ary for such purposes shall be applied to the payment of such bonds and coupons upon presentation and surrender thereof. IN WITNESS WHEREOF, the City of Fort Worth, Texas, acting through and being duly authorized thereunto by its governing body, the City Council, has caused this Deed of Trust in quadruplicate originals to be signed in its name by its Mayor, and its corporate seal to be hereunto affixed, and to be attested by its City Secretary and said The First National Bank of Fort - 57 - Worth, to evidence its acceptance of the trusts hereby created, has caused its corporate name and seal to be hereunto affixed, and this Deed of Trust to be signed by , its Trust Officer, and to be countersigned and said seal to be attested by its Cashier or Assistant Cashier, all as of the day and year first above written. CITY OF FORT WORTH, TEXAS BY Mayor. ATTEST: City Secretary. (CITY SEAL) THE FIRST NATIONAL BANK OF FORT WORTH FORT WORTH, TEXAS, Trustee, BY Its Trust Officer. ATTEST: Its Assistant Cashier. (BANK SEAL) - 58 - a THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, THE UNDERSIGNED AUTHORITY, in and for Tarrant County, Texas, on this day personally appeared T. A. McCann, Mayor, and Roy A. Bateman, City Secretary, respectively, of the City of Fort Worth, Texas, known to me to be the persons whose names are subscribed to the fore- going instrument and known to me to be, respectively, the Mayor and City Secretary of the City of Fort Worth, a municipal corporation, and each acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated, as the act and deed of said City of Fort Worth, Texas. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of 1958. Notary Public in and for Tarrant Cor:�ty, Texas. (SEAL) - 59 - + ♦ M a THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, THE UNDERSIGNED AUTHORITY, in and for Tarrant County, Texas, on this day personally appeared , Trust Officer, and Assistant Cashier, respectively, of THE FIRST NATIONAL BANK OF FORT WORTH, known to me to be the persons whose names are subscribed to the foregoing instrument and known to me to be, respectively, the Trust Officer and Assistant Cashier of THE FIRST NATIONAL BANK OF FORT WORTH, a corporation, and each acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated as the act and deed of said THE FIRST NATIONAL BANK OF FORT WORTH. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 1958. Notary Public, in and for Tarrant County, Texas, (SEAL) J 11. Approval by Attorney General and its Effect. Registration. That the Mayor shall be authorized to take and have charge of all necessary records pending investigation by the Attorney General, and shall take and have charge and control of the bonds herein authorized pending their approval by the Attorney General and registration by the Comptroller of Public Accounts. Upon registration of said bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for the Comptroller) shall manually sign the Comptroller's certificate of registration prescribed herein to be printed on the back of each bond, and the seal of said Comptroller shall be affixed to each of said bonds. 12. Ordinance to Constitute Contract. That the provisions of this ordinance shall constitute a contract between the City and the holder or holders from time to time of the Revenue Bonds and after the issuance of any of said bonds. 13. Mayor to Have Charge of Records and Bonds. That the Mayor of said City shall be, and he is hereby authorized to take and have charge of all necessary records and orders pending investigation by the Attorney Gen- eral of the State of Texas, and shall take and have charge and control of the bonds herein authorized pending their approval by the Attorney General and their registration by the Comptroller of Public Accounts. It shall be the duty of the Mayor (or attorneys acting for the City) to submit the record of said bonds and the bonds to the Attorney General of the State of Texas for approval and thereafter to have the bonds registered by the Comptroller of Public Account; 14. Delivery of Bonds to Purchaser. The Revenue Bonds when properly executed by the city officials, approved by the Attorney General, reg- istered by the Comptroller of Public Accounts of the State of Texas, and authen- ticated by the Trustee, shall be held by the City Treasurer of said City until delivered by him to the proper purchaser or purchasers thereof. The Mayor, City Secretary and Treasurer are authorized and directed to do any and all thing[ necessary or convenient to effect delivery thereof to purchaser. 15. Ordinances in Conflict Repealed. All ordinances and resolutions and parts thereof in conflict with this ordinance are hereby ex- pressly repealed to the extent they conflict herewith. `ti� vii � i • x 16. Emergency. The fact that the City of Fort Worth is in great need of funds for enlarging, extending and improving its Airport System, creates an urgency and an emergency, for the immediate preservation of public health, peace and safety and requires that this ordinance shall take effect immediately upon its passage, and it is accordingly so ordained. PASSED AND APPROVED this day of,� , 1958. Mayor, City of Fort Fort , Texas. .ATTEST:, g t,�l City ffecre ary, City of Fort Worth, Texas APPROVED AS TO FORM: -- Wy Attorney PASSED 77� w �74 , 1958. viii THE STATE OF TEXAS COUNTY OF TARRANT CITY OF FORT WORTH I, the undersigned, City Secretary of the City of Fort Worth, Texas, do hereby certify that the above and foregoing is a true, Rill and correct copy of an ordinance passed by the City Council of the City of Fort Worth, Texas, (and of the minutes pertaining thereto) on the_jA day of , 1958, authorizing the issuance of $1,850,000-00 City of Fort Worth Airport Revenue Bonds, Series 1958, which ordinance is duly of record in the minutes of said City Council. EXECUTED UNDER MY HAND and seal of said City this the day 0f_ , 1958. .� , y retary, City of Fort Worth, Texas 4 ix