HomeMy WebLinkAboutOrdinance 7690 1978 Regional Airport
Braniff Airways
Special Facilities Supplemental
Bond Ordinance
Authorizing a Is uance of
DALLAS-FORT WORTH GIONAL AIRPORT
BRANIFF SPECIA ACILITIES
REVENU ONDS, SERIES 1978
$31 000,000
Adopted by
The City Councils of
THE CITY OF DALLAS, TEXAS
and
THE CITY OF FORT WORTH, TEXAS
Dated as of February 1, 1978
MEX
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ARTICLE I
TITLE, FINDINGS AND RATIFICATION
Section1.1. Short Title ............................ ................................................................................... 3
Section1.2. Findings ................. .................................................................................................... 3
Section1.3. Ratification .......................... ....................................................................................... 3
ARTICLE II
DEFINITIONS AND CONSTRUCTION
Section2.1. Definitions .................................. ................................................................................. 3
Section 2.2. Construction and Effect of Covenants .................................................................... 4
ARTICLE III
SERIES 1978 BONDS
Section 3.1. Authorization ........................................................................................................... 5
Section 3.2. Date, Denomination, Maturities and Interest Rates .............................................. 5
Section3.3. Paying Agents ............................................................................................................ 5
Section3.4. Prior Redemption ...................................................................................................... 6
Section3.5. Form ............................................................................................................................ 8
ARTICLE IV
EXECUTION,APPROVAL,REGISTRATION, SALE AND DELIVERY
OF SERIES 1978 BONDS
Section 4.1. Method of Execution .................................................................................................. 12
Section 4.2. Approval and Registration ............................................... ...................... ................. 12
Section 4.3. Sale, Purchase Contract Approval ...... ..................................................................... 13
ARTICLE V
DISPOSITION OF BOND PROCEEDS, USES AND WITHDRAWALS
Section 5.1. Interest during Acquisition and Construction
Depositto Reserve Fund ...................................................................................... 13
Section 5.2. Braniff Special Facilities Acquisition and Construction ........................................ 13
ARTICLE VI
FACILITIES AGREEMENT, SUPPLEMENTAL FACILITIES AGREEMENT,
COLLECTION OF NET RENT
Section 6.1. Facilities Agreement, Supplemental Facilities Agreement .................................... 14
Section 6.2. Collection of Net Rent .............................................................................................. 14
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ARTICLE VII
PLEDGE, ADDITIONAL FUND DEPOSITS
Section7.1. Pledge ........................................................................................................... . ............ 15
Section 7.2. Additional Fund Deposits ........................................................................................ 15
Section7.3. Uses of Funds .............................................................................................................. 17
Section7.4. Use of Proceeds .......................................................................................................... 17 „
Section7.5. Exempt Facilities ........................................................................................................ 17
TICLE VIII
MISCELLANEOUS PROVISIONS
Section8.1. Reserved Rights .......................................................................................................... 17
Section 8.2. Other Incorporated Provisions ................................................................................ 17 s
Section8.3. Amendments ................................................................................................................ 17
Section 8.4. Ordinance Irrepealable .............................................................................................. 18
Section8.5. Severability ................................................................................................................ 18
Section8.6. Repealer ...................................................................................................................... 18
Section8.7. Effective Date .............................................................................................................. 18
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C11Y OF b_I.I.AS-QRPINANC`E( _
CITY OF FORT 7R7,ORDINANCE
/�,No. L�"
AN ORDINANCE ADOPTED CONCURRENTLY by the City Councils, respectively, of the Cities of
Dallas and Fort Worth authorizing the issuance of Dallas-Fort Worth Regional Airport Braniff
Special Facilities Revenue Bonds, Series 1978, in the aggregate principal amount of $31,000,000,
for the purpose of providing funds for completing payment of the acquisition, construction,
fabrication, installation and equipping of certain Special Facilities for the jointly owned Dallas-
Fort Worth Regional Airport of the Cities; providing for the security for and payment of
said bonds from the Net Rent received under a certain Braniff Airways Special Facilities
Lease Agreement and a certain supplemental agreement thereto, each pertaining, among
other things, to the leasing and operation of said facilities; providing that the same shall
not be payable from taxation; providing the form, terms and conditions of said bonds and the
manner of their execution; containing covenants and commitments regarding the payment of
said bonds on a parity as to lien with other outstanding bonds; providing other details concern-
ing said bonds, said agreements and said Airport; providing for the deposit of certain of the
proceeds of such bonds into the Braniff Special Facilities 1976 Acquisition and Construction Fund
of the Joint Airport Fund under and subject to the control of the Dallas-Fort Worth Regional
Airport Board; authorizing said Board to see to the delivery of said bonds as herein directed
and directing that due observance of the covenants herein contained be mkde by the Board to
the extent such covenants are performable by it; ordaining other matters incident and relating to
the subject and purpose hereof; and declaring an emergency.
WHEREAS, the Cities of Dallas and Fort Worth, Texas (hereinafter collectively called the
"Cities"), heretofore determined the then existing commercial aviation and airport facilities of
the Cities, specifically Love Field Airport of the City of Dallas, and Great Southwest Interna-
tional Airport of the City of Fort Worth, to be wholly inadequate to meet the foreseeable com-
mercial aviation needs of the citizens of the Cities and the residents and citizens of the entire
North Central Texas Region; and
WHEREAS, the Cities further found and determined that the most effective, economic and
efficient means of providing needed airport facilities to be the construction and equipment of a
centrally located airport for the Cities, and to that end by an agreement entitled the "Contract
and Agreement," the Cities continued, expanded and further defined the powers and duties of
the Dallas-Fort Worth Regional Airport Board (hereinafter called the "Board") theretofore
created; created the "Joint Airport Fund" of the Cities; and provided for the construction and
operation of an airport known presently as the "Dallas-Fort Worth Regional Airport" also known
as the "Dallas-Fort Worth Airport" (hereinafter called the "Airport"); and-
WHEREAS, in the exercise of their lawful authority, the Cities have obtained and will obtain
in the future funds for the purpose of the construction, development and equipment of the
Airport in both its first and subsequent phases; and
r WHEREAS, the Airport, its first phase having been substantially completed, is the major hub,
primarily passenger and commercial cargo, airport for the metropolitan area of Dallas and
Fort Worth and the entire North Central Texas Region and in that regard will contain many
separately identifiable systems, complexes and facilities, each of which separately constitute
but a part of the Airport as a whole, and all of which are and will be functionally relative and
essential to the proper functioning of the others;and
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WEAs, it has been found and determined by the Board in accordance with its lawful
duties acting on behalf of the Cities that it is essential, appropriate and necessary to the proper
and orderly functioning of the Airport for its public purposes that adequate, well-planned, and
major facilities (hereinafter called the "Braniff Special Facilities") be established, constructed,
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fabricated and equipped at the Airport for the public using the Airport, all as a part of the
Airport's essential systems and facilities; and
WHEREAS, the funds with which to construct and develop the Airport have been and will
be obtained under the authority expressed, reserved and recited in a certain ordinance adopted '
jointly by the Cities, effective as of November 12, 1968,and bearing the short title "1968 Regional
Airport Concurrent Bond Ordinance" (hereinafter called "1968 Concurrent Bond Ordinance");
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WHEREAS, among other rights reserved therein and subject to its other terms, Section 8.7
of the 1968 Concurrent Bond Ordinance reserves to the Cities, when requested by the Board,
the right, power and authority to issue "Special Facility Bonds" for the purpose of paying all
costs of construction of "Special Facilities" (as therein defined); and
WHEREAS, heretofore, it was determined necessary and appropriate by the Board that
certain initial Braniff Special Facilities be financed as Special Facilities, within the meaning of
the 1968 Concurrent Bond Ordinance, through the issuance of Dallas-Fort Worth Regional
Airport Braniff Special Facilities Revenue Bonds, Series 1976 (hereinafter called the "Series
1976 Bonds"), and the Cities issued such bonds as such and for such purposes in accordance
with the terms and provisions of a certain 1976 Regional Airport Braniff Airways Special Facilities
Bond Ordinance, bearing No. 15235 of the City of Dallas and No. 7391 of the City of Fort Worth
(hereinafter called the "1976 Braniff Bond Ordinance") and in connection therewith the Board
executed to and with Braniff Airways, Incorporated, as Lessee, a certain Braniff Airways Special
Facilities Lease Agreement (hereinafter called the "Facilities Agreement"); and
WHEREAS, the Board has determined that additional funds are needed for the purpose of
completing the payment of the 66Costs of the Initial Special Facilities" (as defined in the 1976
Braniff Bond Ordinance) and has accordingly determined it necessary and appropriate that
such costs be paid through the issuance of "Completion Bonds" (hereinafter called and defined
as the "Series 1978 Bonds") as that term is defined in and as such bonds are permitted under
the 1976 Braniff Bond Ordinance; and
WHEREAS, the Board has requested the Cities to issue the Series 1978 Bonds as such and
for such purposes, and in connection therewith the Board has also executed a certain Braniff
Airways Special Facilities Supplemental Lease Agreement (hereinafter called the "Supplemental
Facilities Agreement") which in general provides for the increase of the Net Rent under the
Facilities Agreement in amounts required by the 1976 Braniff Bond Ordinance in connection
with the issuance of Completion Bonds thereunder, all of the terms and provisions of the Facilities
Agreement and the Supplemental Facilities Agreement being hereby adopted by reference and
incorporated herein for all purposes; and
WHEREAS, the City Councils have each found and determined as to each that the matters
to which this Ordinance relates are matters of imperative public need and necessity in the protec-
tion of the health, safety and morals of the citizens of each of the Cities and, as such, that this r
Ordinance is an emergency measure and shall be effective as to each City respectively upon its
adoption by its City Council; and
WHEREAS, as to each respective City Council, it has been found and determined and it is
hereby found and determined that the meeting at which this Ordinance is adopted is open to
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the public as required by law and that notice of the time, place and purpose of said meeting
was given and posted in accordance with the requirements of Article 6252-17, Vernon's Texas
Civil Statutes,as amended;
Now, THEREFORE, BE IT ORDAINED By THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS:
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Now, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
ARTICLE I
TITLE, FINDINGS AND RATIFICATION
Section 1.1. SHORT TITLE. This Ordinance may be cited by the short title "1978 Braniff
Airways Special Facilities Supplemental Bond Ordinance" (hereinafter called this or the
"Ordinance").
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Section 1.2. FINDINGS. All of the declarations and findings contained in,recited or repeated
in the preambles of this Ordinance and in the preambles of the Facilities Agreement and the
Supplemental Facilities Agreement are made a part hereof and shall be fully effective as a part
of the ordained subject matter of this Ordinance and are adopted by the Cities as true and
proper determinations and findings of the Cities.
Section 1.3. RATIFICATION. All actions heretofore taken (not inconsistent with the pro-
visions hereof) by the Cities, by the Board and by the employees and officers of each directed
toward the Airport and the issuance of the bonds herein authorized, expressly including the
authorization, execution and delivery of the Facilities Agreement and the Supplemental Facilities
Agreement by the Board are hereby ratified, approved, confirmed, accepted and adopted.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
Section 2J. DEFINITIONS. In and throughout this Ordinance, the following words and
expressions shall have the following meanings, respectively:
(a) All words and terms used herein which constitute defined words and terms in the 1976
Braniff Bond Ordinance shall have the same meanings and definitions as are contained therefor
in the 1976 Braniff Bond Ordinance, except where the same terms are expressly defined otherwise
herein, and such defined words and terms are incorporated herein for all purposes.
(b) In addition to the defined terms referred to in paragraph (a), next above, the following
words and terms for the purposes hereof and for the purposes of the 1976 Braniff Bond Ordinance
shall have the following meanings, respectively, unless the context shall clearly appear otherwise,
to-wit:
(i) "Bonds" means the Series 1976 Bonds, the Series 1978 Bonds, any future issues of
Completion Bonds and any Additional Bonds and any Refunding Bonds issued in lieu
thereof, all of which are Special Facility Bonds within the meaning of the 1968 Concurrent
Bond Ordinance.
(ii) "1976 Braniff Bond Ordinance" means the ordinance authorizing, among other
things, the Series 1976 Bonds and referred to in the preambles hereof.
(iii) ":Paying Agent" or "Paying Agents" with respect to the Series 1978 Bonds means
First National Bank in Dallas, Dallas, Texas, and First National Bank of Fort Worth,
Fort Worth, Texas, and The Chase Manhattan Bank, N.A., New York, New fork.
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(iv) "Series 1978 Bonds99 means the series of Bonds authorized in article III hereof
and are the bonds defined as such in the Supplemental facilities Agreement.
(v) "Supplemental Facilities agreement" means the agreement referred to as such in
the preambles hereof, dated as of February 1, 1973, and executed and delivered by and
between the Board and Braniff Airways, Incorporated, as a supplement to the Facilities
Agreement.
Section 2.2. CONSTRUCTION AND EFFECT OF COVENANTS. This Ordinance, except
where the context hereof by clear implication shall otherwise require, shall be construed and
applied as follows:
(a) Definitions include both singular and plural.
(b) Pronouns include both singular and plural and cover all genders.
(c) Any percentage of Bonds, for the purposes of this Ordinance, shall be computed
on the basis of the unpaid principal amount thereof outstanding at the time the computation
is made or is required to be made hereunder.
(d) None of the covenants herein shall ever impose, or be construed as imposing, a
liability or obligation on the part of the Cities, or either of them, or the Board, either (i) to
pay the principal of or interest on any Bonds out of any funds derived by taxation; or
(ii) to pay the Bonds out of the "Gross evenues97 of the Airport, as defined in the 1968
Concurrent Bond Ordinance.
(e) All covenants contained herein which require the perfonnance of an affirmative,
common or joint act with respect to the Airport, the Braniff Special Facilities or the Bonds
shall be performed, on behalf of the Cities acting jointly, by the Board, and from and after
the effective date of this Ordinance, the Board shall be obligated to undertake and perform
each and every such covenant and this Ordinance shall constitute a directive and order to
the Board to that effect.
(f) All covenants contained herein requiring the Cities to pay the principal of and the
interest on Bonds shall be joint, and not several, obligations, and all such obligations shall
be payable and collectible solely from Pledged Revenues, such revenues being owned in
undivided interests by Dallas (to the extent of 7/11ths thereof) and by Fort Worth (to the F
extent of 4/11ths thereof); and each and every holder of Bonds shall by his acceptance
thereof consent and agree that no claim demand judgment for the g , suit or j gm payment of
money shall ever be asserted, entered or collected against either City individually, except
out of said funds and exceeding in the case of Dallas an amount equal to 7/11ths of the
total amount asserted or demanded, and in the case of Fort Worth an amount equal to
4/11ths of the total amount asserted or demanded.
(g) In the event of a transfer of the Airport to another political body or political sub-
division, as permitted by Section 9.3 of the 1976 Braniff Bond Ordinance, the governing
board of such political body, when operating the Airport under and subject to the provisions
of this Ordinance,shall be obligated to perform all of the covenants and duties hereof imposed
upon the Cities themselves or upon the Cities acting through the Board, and shall be author-
ized to exercise the rights reserved herein to the Cities or to the Board in such manner as
may be appropriate and consistent with its usual and customary methods of exercising similar
rights in other instances so long as the method or methods utilized do not impair or defeat
the substantive purposes of this Ordinance.
( ) Nothing in this Ordinance shall be deemed or construed to prohibit the Cities or ir
the Board from financing, acquiring, constructing, installing and equipping any Special
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Facilities for the Airport of any type considered by the Board to be necessary or desirable ''
in connection therewith under the 1968 Concurrent Bond Ordinance through the issuance 1
of Special Facility Bonds therefor payable from lease agreements with any parties, including
the Lessee, and expressly including the right to acquire, construct, fabricate, and install
(original or replacement) other Braniff Special Facilities or facilities of a type similar thereto
by any method additional to the issuance of Completion Fonds or Additional Fonds and
in any locations at the Airport, and either within or without the "Leased hand," as defined '
in the Facilities Agreement, or any part thereof, through the execution of other agreements
with other parties, or the Lessee.
(i) This Ordinance is intended to and shall be supplemental to the 1976 Braniff Bond
Ordinance and all platters included herein are subject to the terms of and shall be controlled
and governed by the 1976 Braniff Bond Ordinance where not expressly provided for herein,
and, without limitingthe generality of the foregoing, in applying the terms and provisions
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of the 1976 Braniff Bond Ordinance to the matters included herein, it is expressly provided
(A) that the Series 1978 Bonds are Completion Bonds thereunder; and (B) that the facilities
being financed with the proceeds of the Series 1978 Bonds shall be and constitute a part of
the Initial Special Facilities under the 1976 Braniff Bond Ordinance and the "Special
Facilities"under the Facilities Agreement.
ARTICLE III
SERIES 1978 BONDS
Section 3.1. AUTHORIZATION. (a) For the purpose of completing the payment of the
Costs of the Initial Special Facilities, it is hereby declared necessary that the Cities authorize
and issue, and the Cities hereby authorize and direct the issuance of, "Dallas-Fort Worth
Regional Airport Braniff Special Facilities Revenue Bonds, Series 1978" (hereinabove defined
as the "Series 1978 Bonds"), in the aggregate principal amount of $31,000,000, payable both
as to principal and interest solely out of Pledged Revenues as described, defined and pledged
herein,and in the 1976 Braniff Bond Ordinance.
(b) The Series 1978 Bonds are and shall be "Special Facility Bonds," issued under the
authority reserved to the Cities in Section 8.7 of the 1968 Concurrent Bond Ordinance and
pursuant to the authority granted the Cities under and by virtue of Article 1269j-5.1, Article
1269j-5.2, Article 46d, and other applicable provisions of Vernon's Texas Civil Statutes, as
amended, and, as aforesaid, are Completion Bonds issued under the authority reserved to the
Cities in the 1976 Braniff Fond Ordinance.
Section 3.2. DATE, DENOMINATION, .MATURITIES AND INTEREST RATES. The
Series 1978 Bonds shall be dated February 1, 1978, shall be in the denomination of $5,000 each,
shall consist of 6200 bonds numbered in direct numerical order from 1 to 6200 and shall mature
and become due and payable on November 1 in each of the years and in the amounts and bearing
the interest per annurn from their date to their respective stated maturities or earlier redemption <
as follows, to-wit:
Rate of
Years Arnoaunts Bondi Numbers Interest
1998 ..................................................... $ 5,000,000 1-1000 61/z%aa
2008 ..................................................... 26,000,000 1001-6200 6%
Interest at such rates shall be evidenced by coupons initially attached to each of the Series 1978
Bonds payable on May 1, 1978, and semi-annually thereafter on each November 1 and May 1.
Section 3.3. PAYING AGENTS. Both the principal of and the interest on the Series 1978
Bonds shall be payable to bearer in lawful money of the United States.of America without
deduction for exchange or collection charges at the principal offices of the Paying Agents.
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Section 3.4. PRIOR REDEMPTION. (a) The Series 1978 Bonds may be redeemed, at the
option of the Cities, prior to their respective stated maturities in whole, at any time, on or
after November 1, 1988, or in part, by lot within a maturity, on November 1, 1988, and on
any interest payment date thereafter, from any moneys (other than the moneys on deposit in
the Braniff 1976 Special Facilities Bond Interest and Sinking Fund as provided in subsection (b),
below) at the respective redemption prices (expressed as percentages of the principal amount)
set forth below, together with accrued interest to the dates on which redeemed:
Period.During Which Redeemed Redemption
(Roth Dates Inclusive) Price
November 1, 1988—October 31, 1989 .................................................................... 103 %
November 1, 1989—October 31, 1990 .................................................................... 1021/2
November 1, 1990—October 31, 1991 .................................................................... 102
November 1, 1991—October 31, 1992 .................................................................... 1011/2
November 1, 1992—October 31, 1993 .................................................................... 101
November 1, 1993—October 31, 1994 .................................................................... 1001/2
November 1, 1994 and thereafter .............................................................................. 100
(b) Apart from the Cities' right and option of redeeming the Series 1978 Bonds as provided
in subsection (a) above, the Series 1978 Bonds are further subject to the following mandatory
redemption provisions, to-wit:
(i) The Series 1978 Bonds bearing numbers 1 to 1000 both inclusive are subject to
the mandatory requirement that, on or about September 15 (but not later than Septem-
ber 20) in each of the years hereinbelow specified, the Board, acting on behalf of the Cities,
shall select (by lot out of the Series 1978 Bonds bearing said numbers) the principal amount
of Series 1978 Bonds as are hereinbelow designated for each such year and shall redeem
the principal amount of such numbered Series 1978 Bonds thus selected on the following
November 1 in each such year, respectively, from the moneys to be set aside for that
purpose in accordance with subsection (b) of Section 7.2 of this Ordinance. The years and
the corresponding principal amounts of Series 1978 Bonds to be thus selected and man-
datorily redeemed in each such year, respectively, are as follows, to-wit:
Redemption Principal
Years Amounts
1993 ............................................................................................................ $835,000
1994 ............................................................................................................ 835,000
1995 ........................................................................................................�... 835,000
1996 ............................................................................................................ 835,000
1997 ............................................................................................................ 830,000
The Series 1978 Bonds bearing said numbers remaining unselected for redemption on
November 1, 1997, shall be paid on the date of their stated maturity from the moneys to be
deposited into the Braniff 1976 Special Facilities Bond Interest and Sinking Fund during
the period 1997-1998 pursuant to subsection (b) of Section 7.2 of this Ordinance.
(ii) The Series 1978 Bonds bearing numbers 1001 to 6200 both inclusive are subject
to the mandatory requirement that, on or about September 15 (but not later than Septem-
ber 20) in each of the years hereinbelow specified, the Board, acting on behalf of the Cities,
shall select (by lot out of the Series 1978 Bonds bearing said numbers) the principal amount
of Series 1978 Bonds as are hereinbelow designated for each such year and shall redeem the
principal amount of such numbered Series 1978 Bonds thus selected on the following
November 1 in each such year, respectively, from the moneys to be set aside for that purpose
in accordance with subsection (c) of Section 7.2 of this Ordinance. The years and the
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corresponding principal amount of Series 1978 Bonds to be thus selected and rnandatorily
redeemed in each such year, respectively, are as follows, to-wit:
Redemption Principal
Years Amounts
2000 ................................................................................... ........._ $1,000,000
2001 ............................................... .................. ...................... ...... _ 1,000,000
2002 ................................................................................................ ....... 2,000,000
2003 ................. ..................................................................................._ 3,000,000
2004 ...................................................................... ................................. 3,000,000
2005 ..................................................................................... .................. 3,000,000
2006 ............................................................... ........................ 3,000,000
2007 .............................................................................................. 3,000,000
The Series 1978 Bonds bearing said numbers remaining unselected for reder'nuption on
November 1, 2007, shall be paid on the date of their stated maturity from the moneys to be
deposited into the Braniff 1976 Special Facilities Bond Interest and Sinking Fund during
the period 2007-2008, pursuant to subsection (b) of Section 7.2 of this Ordinance.
(iii) Such of the Series 1978 Bonds as are redeemed pursuant t® this subsection (b)
shall be redeemed at a price equal to the principal amount thereof plus accrued interest to
the date of redemption and without premium. If in any year in which the Cities, acting
through the Board, are required to redeem Series 1978 Bonds pursuant to the mandatory
provisions of this subsection (b), they shall, either before or after (but prior to October 1)
the selection of the Series 1978 Bonds to be redeemed mandatorily that year, be given the
opportunity of purchasing any of the Series 1978 Bonds of that respective maturity for a
price less than as above specified, the Board shall be authorized to make such purchases (but
not more than the number required to be redeemed that year) from the moneys set aside that
year for the redemption of the Series 1978 Bonds,as aforesaid, and the number of Series 1978
Bonds of such maturity thus purchased shall be deducted from the number required to be fi
redeemed that year.
(iv) In the event of an optional redemption from other moneys as authorized by
subsection (a), above, of less than all of the Series 1978 Bonds the principal amount of
Series 1978 Bonds thus optionally redeemed shall proportionately reduce (in whole denomi-
nations) as to the respective maturity of the Series 1978 Bonds out of which on optional
redemption has occurred the principal amount of Series 1978 Bonds required to be selected
and mandatorily redeemed each year and to be paid at the respective stated maturity.
(c) The Series 1978 Bonds shall be redeemed as a whole at any time n6t later than 120 days
after interest on the Series 1978 Bonds shall be finally determined,upon the basis of a ruling of the
Internal Revenue Service or a determination by a court of competent jurisdiction, to be includable
for Federal income tax purposes in the income of all recipients thereof subject to Federal income
taxation, provided that such determination of taxability is a result of the breach of the covenant
made in Section 7.4 hereof. The redemption price of the Series 1978 Bonds redeemed pursuant
to this subsection (c) shall be the principal amount thereof, plus accrued interest to the date
of redemption.
(d) At least thirty (30) days prior to the date of any such redemption, whether such
date shall be fixed by the mandatory provisions specified above, or by reason of the exercise
of the optional rights of redemption there provided, the Board, acting on behalf of the Cities
shall cause a written notice of such redemption (specifying the Series 1978 Bonds to be either
mandatorily or optionally redeemed, or both) to be published at least once in a newspaper or
financial publication published in the City of New York, New York. By the date fixed for any
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such redemption, due provision shall be made with the Paying Agents for the payment of the
principal amount of the Series 1978 Bonds to be so redeemed, redemption premium, if any, plus
accrued interest thereon to the date fixed for redemption. If the written notice of redemption is
published, and if due provision for payment is made, all as provided above,the Series 1978 Bonds,
which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they
shall not bear interest after the date fixed for redemption, and shall not be regarded as being
outstanding for any purpose except for the purpose of receiving the funds so provided for such
payment.
Section 3.5. FORM. The form of the Series 1978 Bonds, including the form of Registration
Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed
on each bond, and the form of the interest coupons to be attached thereto, shall be, respectively,
substantially as follows, to-wit:
(FORM OF SERIES 1978 BONDS)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
DALLAS-FORT WORTH REGIONAL AIRPORT
BRANIFF SPECIAL FACILITIES REVENUE BONG
Series 1978
On the 1st day of November, ......... the Cities of Dallas and Fort Worth (herein collectively
called the "Cities"), municipal corporations duly incorporated under the laws of the State of
Texas, for value received, hereby jointly promise to pay to bearer, solely from the revenues and
funds described herein, the total principal sum of
FIVE THOUSAND DOLLARS
and to pay interest thereon from the date hereof to the maturity or earlier redemption of this
bond at the rate of ......% per annum, evidenced by initially attached coupons payable May 1,
1978, and semi-annually thereafter on each November 1 and May 1. Both principal and interest
shall be payable in lawful money of the United States of America upon surrender of this bond
or the proper coupons as they severally become due at the principal offices of, First National
Bank in Dallas, Dallas, Texas, First National Bank of Fort Worth, Fort Worth, Texas or The
Chase Manhattan Bank, N.A., New York, New York, without exchange or collection charges
to the bearer hereof.
The bonds of this Series (hereinafter called the "Series 1978 Bonds") may be redeemed,
at the option of the Cities prior to their respective
p , p stated maturities in whole, at any time, on
or after November 1, 1988, or in part, by lot within a maturity, on November 1, 1988, and on any
interest payment date thereafter, from any moneys (other than the moneys on deposit in the
interest and sinking fund therefor) at the respective redemption prices (expressed as percentages
of the principal amount) set forth in. the table below, together with unpaid interest accrued to
the date of redemption, to-wit:
Redemption Period Redemption
(Dates Inclusive) Price
November 1, 1988 through October 31, 1989 ...................................................... 103 %®
November 1, 1989 through October 31, 1990 ...................................................... 1021/2
November 1, 1990 through October 31, 1991 ...................................................... 102
November 1, 1991 through October 31, 1992 ...................................................... 1011/2
November 1, 1992 through October 31, 1993 ...................................................... 101
November 1, 1993 through October 31, 1994 ...................................................... 10001/2 -..
November 1, 1994 and thereafter .......................................................................... 7
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Additionally, the Series 1978 Bonds are subject to certain further mandatory redemption
requirements provided and established in the jointly adopted ordinance of the Cities known by
the short title 1978 Braniff Airways Special Facilities Supplemental Bond Ordinance (the "Ordi-
nance") authorizing the Series 1978 Bonds. Under such provisions, a specified principal amount
of Series 1978 Bands shall be selected by lot within each maturity and mandatorily redeemed
prior to their stated maturity in the years 1993 through 1997 and 2000 through 2007 for a
redemption price equal to the principal amount thereof and accrued interest to the date of
redemption and without premium. The Series 1978 Bonds which are not thus selected and
mandatorily redeemed during said years shall be paid at their stated maturity. Said mandatory
redemptions and payments at maturity shall be accomplished from moneys required by the
Ordinance to be deposited into the interest and sinking fund for the Series 1978 Bonds.
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Additionally, the Series 1978 Bonds shall be redeemed as a whole at any time not later than
120 days after interest on the Series 1978 Bonds shall be finally determined, upon the basis of
a ruling of the Internal Revenue Service or a determination by a court of competent jurisdiction,
to be includable for Federal income tax purposes in the income of all recipients thereof subject to
Federal income taxation, provided that such determination of taxability is a result of the failure
to comply with the covenant contained in the Ordinance that the Dallas-Fort Worth Regional
Airport Board, acting on behalf of the Cities, will not expend the proceeds of the Series 1978
Bonds for any purpose or undertake, or permit Braniff Airways, Incorporated to undertake or
permit, any act or use of the leased premises which would cause such to be facilities other than
those described as exempt facilities in Section 103(b)(4) of the Internal Revenue Code of 1954,
as amended. Series 1978 Bonds redeemed pursuant to this paragraph shall be at a redemption
price equal to the principal amount thereof and accrued interest to the date of redemption and
without premium.
When Series 1978 Bonds shall be redeemed pursuant to any of the foregoing, the specific
Series 1978 Bonds to be redeemed shall be determined and a written notice of such redemption
shall be given in the manner specified in the Ordinance. By the date fixed for any such redemp-
tion, due provision shall be made with the paying agents for the payment of the principal amount
of the bonds to be so redeemed, redemption premium, if any, plus accrued interest thereon to
the date fixed for redemption. If the written notice of redemption is published, and if due pro-
vision for payment is made, all as provided above, the Series 1978 Bonds, which are to be so
redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear.
interest after the date fixed for redemption, and shall not be regarded as being outstanding for
any purpose except for the purpose of receiving the funds so provided for such payment.
This bond is one of a duly authorized issue of bonds, dated February 1, 1978, numbered
from 1 through 6200, of the denomination of $5,000 each, aggregating $31,000,000, issued by the
Cities so as to provide funds for the purpose of completing the payment of the costs of certain
special facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities. For the
purpose of securing payment of the Series 1978 Bonds, the Cities have jointly pledged in the
Ordinance their respective interests in certain moneys therein referred to and defined as "Pledged
Revenues," said pledge being on a parity as to lien and rights with certain previously issued and
outstanding bonds of the Cities payable from the same source, all as defined and referred to in
the Ordinance. The term "Pledged Revenues" includes certain net rents to be derived by the
Dallas-Fort Worth Regional Airport Board (the `Board") under and pursuant to the terms of a
certain Braniff Airways Special Facilities Lease Agreement (the "Facilities Agreement"), dated
as of July 1, 1976, as supplemented by a certain Braniff Airways Special Facilities Supplemental
Lease Agreement (the "Supplemental Facilities Agreement"), dated as of February 1, 1978, both
being executed between the Board and Braniff Airways, Incorporated, a certificated air carrier
serving and served by said Airport. Said Pledged Revenues, including said net rent, will be on
deposit from time to time in various funds referred to and confirmed in the Ordinance, and are
unconditionally and irrevocably committed and pledged to the purposes specified for said funds
9
including the payment of this and one other outstanding series of bonds, and other bonds, if any,
which may be issued hereafter. Reference is made to the Ordinance and to the Facilities Agree-
ment and the Supplemental Facilities Agreement for a further description of Pledged Revenues
and said net rent, the nature and extent of the security thereof, a statement of the rights, duties
and obligations of each of the Cities, the rights and remedies of bondholders in the event of
default thereunder, and further rights of bondholders, to all the provisions of which the holder
hereof by the acceptance of this bond assents and agrees.
As provided in the Ordinance, the obligations of the Cities to pay money hereon out of
Pledged Revenues are joint, and not several, and no claim, demand, suit or judgment shall ever
be asserted, entered or collected against or from one City without the other and no individual
liability shall ever exceed in the case of Dallas 7/11ths of the total amount thereof, and in the
case of Fort Worth 4/11ths of the total amount thereof, and such sums shall be payable and
collectible solely from the funds in which Pledged Revenues shall from time to time be on deposit.
The holder hereof shall never have the right to demand payment of this obligation out of
any funds raised or to be raised by taxation.
It is hereby certified and recited that all acts and things required by the Constitution and
laws of the State of Texas to be done, to exist, and to be performed precedent to and in the
issuance of this bond and the series of which it is one, the adoption of the Ordinance and the
execution and delivery of the Facilities Agreement and the Supplemental Facilities Agreement
have been done, do exist and have been performed as so required.
IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the seal
of that City to be impressed, printed or lithographed hereon and this bond to be signed by the
facsimile signature of its Mayor and countersigned by the facsimile signatures of its City Auditor
and its City Secretary; and the City of Fort Worth, Texas, has caused the seal of that City to be
placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned
by the facsimile signature of its City Secretary, and approved as to form and legality by the
facsimile signature of its City Attorney; and each said City Council has caused the attached
coupons to be signed by the facsimile signatures of the Mayor and City Auditor of the City of
Dallas and by the Mayor and City Secretary of the City of Fort Worth.
(SEAL) /S/
..............Mayor, City of Dallas, Texas
COUNTERSIGNED:
/s/ :
............... .I.... ........... ................
Cit..Auditor, Cityof Dallas Texas
i.
i
/s/
City Secretary, City of Dallas, Texas
10
is
(SEAL) /s/
........... .......... ........ .............. ..........................
Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
/s/
. .... ... .. .......6ity Secretary, City of Fort Worth, Texas
APPROVED As To Foxe AND LEGALITY:
/s/
..... ................ ........ ...........
City Attorney, City of Fort Worth
(FORM OF COUPONS)
NO. ...... ......... $............ .......
Unless due provision has been made for the redemption prior to maturity of the below numbered
bond to which this coupon appertains, the City of Dallas, Texas, and the City of Fort Worth,
Texas, jointly promise to pay to bearer, but solely out of the revenues specified, and subject to
the conditions stated, in said bond, at the principal offices of, First National Bank in Dallas,
Dallas, Texas, First National Bank of Fort Worth, Fort Worth, Texas or The Chase Manhattan
Bank, N.A., New York, New York, without exchange or collection charges to the bearer hereof,
the suns specified on this coupon, in lawful money of the United States of America, for interest
then due on the below numbered bond of the issue entitled "Dallas-Fort Worth Regional Airport
Braniff Special Facilities Revenue Bonds, Series 1978," dated February 1, 1978. The holder
hereof shall never have the right to demand payment of this obligation out of any funds raised
or to be raised by taxation. Bond No. .....................
.......... ...... .................... .........................
or, 6ity of Dallas, Texas
COUNTERSIGNED:
A/
.......... ...................................... ........ ........
City Auditor, City of Dallas, Texas
/s/
.......................................................................
Mayor, City of Fort Worth,Texas
COUNTERSIGNED:
...........
City Secretary, City of Fort Worth, Texas
11
(FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE)
OFFICE OF COMPTROLLER
STATE OF TEXAS
REGISTER No. ................
I hereby certify that this bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas in accordance with his written approving certificate on
file in my office; and that this bond has been by me this day registered as required by law.
ITNESS my signature and seal this .................................................................................
......................................................................
Comptroller of Public Accounts of the
State of Texas
[SEAL]
ARTICLE IV
EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF
SERIES 1978 BONDS
Section 4.1. METHOD OF EXECUTION. Each of the Series 1978 Bonds shall be signed
and executed on behalf of Dallas by the facsimile signature of its Mayor and countersigned by the
facsimile signatures of its City Auditor and City Secretary, and the corporate seal of that City
shall be impressed, printed or lithographed on each bond. Each of the Series 1978 Bonds shall be
signed and executed on behalf of Fort Worth by the facsimile signature of its Mayor, counter-
signed by the facsimile signature of its City Secretary and shall be approved as to form and
legality by the facsimile signature of its City Attorney, and its corporate seal shall be impressed,
printed or lithographed upon each bond. The respective facsimile signatures of the Mayor and
City Auditor of Dallas and of the Mayor and City Secretary of Fort Worth shall be lithographed
or printed upon the coupons attached to the Series 1978 Bonds. All facsimile signatures placed
upon the Series 1978 Bonds and their coupons shall have the same effect as if manually placed
thereon, all as provided in Article 717j-1, Vernon's Texas Civil Statutes, as amended.
Section 4.2. APPROVAL AND REGISTRATION. The Board is hereby authorized to have
control and custody of the Series 1978 Bonds and all necessary records and proceedings pertaining
thereto pending their delivery, and the Chairman, officers and employees of the Board and of the
Cities are hereby authorized and instructed to make such certifications and to execute such instru-
ments as may be necessary to accomplish the delivery of the Series 1978 Bonds and to assure the
investigation, examination, and approval thereof by the Attorney General of the State of Texas
and their registration by the State Comptroller of Public Accounts. Upon registration of the
Series 1978 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act
for him) shall be requested to sign manually the Comptroller's Registration Certificate prescribed
herein to be printed and endorsed on each Bond and the seal of the Comptroller shall be impressed
or printed or lithographed thereon. The Chairman of the Board shall be further authorized to
make such agreements with the purchasers of the Series 1978 Bonds as may be necessary to
assure that the same will be delivered to such purchasers in accordance with the terms of sale
at the earliest practicable date after the adoption of this Ordinance.
12
E
f'
Section 4.3. SALE, PURCHASE CONTRACT APPROVAL. (a) The Series 1978 Bonds
are hereby sold in accordance with law and shall be delivered to a group of underwriters
represented by Goldman, Sachs & Co., New York, New York, for a price of $30,389,920, plus
interest from the date of the Series 1978 Bonds accrued to the date of delivery thereof, and
subject to the other terms and conditions set forth in the below mentioned Contract of Purchase.
fr
(b) The Contract of Purchase setting forth the terms of the sale of the Series 1978 Bonds
to the purchaser thereof referred to in (a) above is hereby accepted, approved and authorized "
to be delivered in executed form to said purchaser. The Contract of Purchase shall be executed
on behalf of the City of Dallas by the City Manager with its corporate seal impressed thereon,
attested by the City Secretary, countersigned by the City Auditor, and approved as to form by
the City Attorney. The Contract of Purchase shall be executed on behalf of the City of Fort "
Worth by the City Manager with its corporate seal impressed thereon, attested by the City
Secretary, and approved as to form and legality by the City Attorney.
TICLE `T i
DISPOSITION OF BOND PROCEEDS, USES AND WITHDRAWALS i
Section 5.1. INTEREST DURING ACQUISITION AND CONSTRUCTION, DEPOSIT
TO RESERVE FUND. (a) The amount equal to the interest to become due on the Series 1978
Bonds to November 1, 1978, is hereby appropriated from the proceeds of the sale of the Series
1978 Bonds and ordered to be deposited to the credit of the Braniff 1976 Special Facilities Bond
Interest and Sinking Fund. If it shall become necessary to remove or withhold the amount
required to be appropriated by this subsection (a) from the custody of the Treasurer in order
to comply with the requirements of Section 7.4(a) hereof, or for any other reason, then, upon
written order of the Director of Finance, that part of the Interest and Sinking Fund containing
said amount shall be placed in trust with First National Bank in Dallas, Dallas, Texas, one
of the Paying Agents for the Series 1978 Bonds. Such portion of the Interest and Sinking
Fund thus held by said Paying Agent for the benefit of the holders of the Series 1978 Bonds,
and pending its use to pay interest thereon, shall be invested from time to time in investment
securities as may be directed by the Board; provided, however, that no such investment shall be
made which will be inconsistent with the requirements of Section 7.4(a). To the extent that this
Section is inconsistent with the provisions of the Contract and Agreement, then the Contract and
Agreement is hereby amended to accommodate the requirements of this Section.
(b) In addition to the directions contained in paragraph (a), next above, it is hereby
directed that from the proceeds of the Series 1978 Bonds there shall be deposited into the
Braniff 1976 Special Facilities Bond Reserve Fund the amount necessary (taking into account
moneys already on deposit therein) to cause said Fund to have on deposit therein an amount
equal to the Average Annual Debt Service Requirements on the Series 1976 Bonds and the
Series 1978 Bonds. Such moneys shall be used,applied and devoted to the purposes specified in the
1976 Braniff Bond Ordinance for money on deposit in said Fund. Said amount shall be the
maximum amount required to be on deposit therein by reason of the issuance of the Series 1976
Bonds and the Series 1978 Bonds. Additional deposits may be required to be made thereto in
accordance with ordinances authorizing other Completion Bonds, or any Additional Bonds or
Refunding Bonds. Additionally, any such ordinance may also provide that the maximum amount
required to be on deposit in said Reserve Fund shall never be greater than an amount equal to the
average annual principal and interest requirements on all Bonds from time to time outstanding.
j
Section 5.2. BRANIFF SPECIAL FACILITIES ACQUISITION AND CONSTRUCTION. i
Except as otherwise provided in Section 5.1, hereof, all proceeds from the sale of the Series 1978
13
Bonds shall be deposited promptly upon the receipt thereof in the Braniff 1976 Special Facilities
Acquisition and Construction Fund and the moneys within said Fund, including earnings from
the investment thereof, shall be used solely for the purpose of paying a part of the Costs of the
Initial Special Facilities. Moneys within said Fund shall be invested and disbursed in accordance
with the provisions of the 1976 Braniff Bond Ordinance pertaining to said Fund,
TICLE VI
FACILITIEs AGREEMENT, SUPPLEMENTAL FACILITIES AGREEMENT,
COLLECTION OF NET RENT
Section 6.1. FACILITIES AGREEMENT, SUPPLEMENTAL FACILITIES AGREE-
MENT. The Cities covenant and warrant (i) that the Facilities Agreement and the Supple-
mental Facilities Agreement have been duly and lawfully entered into, executed and delivered
by the Cities acting by and through the Board and represent valid and subsisting agreements of
the Cities, the Board and the Lessee, enforceable in accordance with their terms; (ii) that neither
of the parties is in default thereunder; (iii) that this Ordinance has been approved by the Lessee
in conformity with the requirements of the Facilities Agreement and the Supplemental Facilities
Agreement; (iv) that during any period during which Bonds are outstanding under this
Ordinance or the 1976 Braniff Bond Ordinance, neither the Cities nor the Board will consent
to or grant any modification of, or amendment or concession to, by supplemental or amendatory
agreement or otherwise, the provisions of paragraphs (a) and (c) of Section 5.2 of the Facilities
.Agreement or Section 3.1 of the Supplemental Facilities Agreement; (v) that, during any period
during which Bonds are outstanding under this Ordinance or the 1976 Braniff Bond Ordinance,
neither the Cities nor the Board will consent to or grant any modification of, or amendment or
concession to, by supplemental or amendatory agreement or otherwise, any other provision of
the Facilities Agreement or the Supplemental Facilities Agreement, which modification, amend-
ment or concession would have the effect of reducing, altering or modifying the obligations and
commitments of the Lessee contained in paragraphs (a) and (c) of Section 5.2 of the Facilities
Agreement or Section 3.1 of the Supplemental Facilities Agreement, or would minimize, reduce
or lessen the rights of the Board in the event of a default in the payment of Net Rent by the
Lessee thereunder, or would materially and adversely affect the security herein provided for the
payment of Bonds; and (vi) that the Cities and the Board will strictly observe and abide by
their commitments contained in the Facilities Agreement and the Supplemental Facilities
Agreement and will strictly enforce the obligations of the Lessee thereunder.
Section 6.2. COLLECTION OF NET RENT. In addition to the amounts of Net Rent
required to be collected at the times stated in Section 6.2 of the 1976 Braniff Bond Ordinance,
the Cities, acting by and through the Board, shall, through appropriate billings, statements or
otherwise, furnished and delivered to the.Lessee, cause the Net Rent payable under the Facilities
Agreement as increased by the Supplemental Facilities Agreement to be collected- by the Board
not less than one (1) full business day prior to the dates specified in Article VII hereof for the
deposit or transfer into the various funds on account of the Series 1978 Bonds, and the dates on
which such collections are required, and the amounts required by said Article III hereof, for the
purposes of this Ordinance and for the purposes of subsection (a) of Section 5.2 of the Facilities
Agreement and all other relevant subsections and Sections of the Facilities Agreement and the
Supplemental Facilities Agreement shall be the due date for the payment and collection of
Net Rent and the times and amounts payable thereunder.
14
i,
ARTICLE VII
PLEDGE, ADDITIONAL FUND DEPosiTs
Section 7°1. PLEDGE. As aforesaid, the Series 1973 Bonds are "Completion Bonds" issued
with the prior consent and agreement of the Lessee and under the authority reserved to the
Cities under Section 3°1 of the 1976 Braniff Bond Ordinance. Accordingly, the Series 1973 Bonds
are issued with the effect in said Section 3.1 and shall be and are hereby declared to be payable
solely from and secured by an irrevocable first and superior lien on and pledge of (a) the Net Rent
(except that part received on account of the costs and charges of any paying agent or paying
agents or any trustee or trustees for the Bonds) and the special funds created in which Net Bent
from time to time shall be on deposit as herein and in the 1976 Braniff Bond Ordinance required;
F (b) any amounts on deposit in the special funds created in the 1976 Braniff Bond Ordinance
and credited against the Net Rent payable by Lessee under paragraph (b) of Section 5°2 of the
Facilities Agreement; and (c) in the event of a default in the payment of said Net Bent by
the Lessee, then the gross receipts, less expenses of collection, derived by the Board from the
exercise of any remedy of default specified or permitted by Section 7°2 of the Facilities Agree-
ment. All of the items of money described above are herein and in the 1976 Braniff Bond ,I
Ordinance collectively called and defined as the "Pledged Revenues." Said lien and pledge as
to the Series 1978 Bonds is and shall e in all respects of equal dignity and on a parity with
the Series 1976 Bonds.
Section 7.2. ADDITIONAL FUND DEPOSITS. As provided in the 1976 Braniff Bond
Ordinance, that portion of Pledged Revenues credited against the Net Rent payable by Lessee
under subsection (b) of Section 5.2 of the Facilities Agreement shall at all times remain in or be
transferred to the appropriate funds created in and as directed by the 1976 Braniff Bond Ordi-
nance, All Net Rent, expressly including Net Bent collected on account of the Series 1978 Bonds,
shall be collected by the Board and shall be paid by the Lessee in the amounts and on the dates i
required by Section 6.2 hereof and Section 6.2 of the 1976 Braniff Bond Ordinance and as
collected, shall be held in the Braniff 1976 Special Facilities Net Rent Clearance Fund within )
the Joint Airport Fund, and in addition to all other amounts required by the 1976 Braniff Bond
Ordinance to be transferred to the Braniff 1976 Special Facilities Bond Interest and Sinking
Fund, the Board shall make additional transfers to that Fund, after accounting for any moneys
already on deposit therein and available for the purposes, as follows, to-wit: i(
(a) Beginning on October 1, 1973,and on the 1st day of each month thereafter,the Board
shall deposit an amount necessary to provide 1/6th of the amount of interest to become due
on the Series 1978 Bonds on May 1, 1979, and on each succeeding interest payment
date thereafter.
(b) Beginning on October 1, 1992, and on the first day of each month thereafter through
September 1, 1998, the Board shall deposit 1/12th of the following amounts during the
respective periods indicated, to-wit:
Period Amounts
1 92-1993 ...°......................................................................................°....°.. $835,000
1993-1994 ................ 835,000
1994-1995 .................................................................................................. 835,000
1995-1996 ....,....°....................................................................................°... 335,000
1996-19 7 ..........................................................................................,....... 830,000
1997-1993 ......,..................................................................................._..... 830,000
If the Cities shall have redeemed some, but less than all, of the Series 1978 Bonds pursuant
to their option of redemption contained in Section 3.4(a) hereof, then the amounts required
to be deposited in each respective year into the Braniff 1976 Special Facilities Bond Interest
15
and Sinking Fund under this subsection (b) shall be reduced to the amount necessary in
each year to provide funds with which to mandatorily redeem the remaining, unredeemed
Series 1975 Bonds bearing said numbers or to pay the unredeemed Series 1973 Bonds at
maturity, in accordance with the provisions of Section 3.4(b)(i) as adjusted by subsection
(b)(iv) of said Section.
(c) Beginning on October 1, 1999,and on the first day of each month thereafter through
September 1, 2003, the Board shall deposit 1/12th of the following amounts during the
respective periods indicated, to-wit:
Period Amounts
1999-2000 ...............................................................................................° $1, 0 ,00
2000-2001 ................................................................................................ 1,000,00
2001-2002 ................................................................................................ 2,000,000
2002-2003 ................................................................................................ 3,000,000
2003-2004 ................................................................................................ 3,000,000
2004-2005 ................................................................................................ 3,000,000
2005-2006 ................................................................................................ 3,000,000
2006-2007 ................................................................................................ 3,000,000
2007-2003 ................................................................................................ 7,000,00
If the Cities shall have redeemed some, but less than all, of the Series 1973 Bonds pursuant
to their option of redemption contained in Section 3.4(a) hereof, then the amounts required
to be deposited in each respective year into the Braniff 1976 Special Facilities Bond Interest
and Sinking Fund under this subsection (c) shall be reduced to the amount necessary in
each year to provide funds with which to mandatorily redeem the remaining, unredeemed
Series 1973 Bonds bearing said numbers or to pay the unredeemed Series 1973 Bonds at
maturity, in accordance with the provisions of Section 3.4(b)(ii) as adjusted by subsection
(b)(iv) of said Section. Any amounts on deposit in the Braniff 1976 Special Facilities Bond
Reserve Fund on October 1,2007,may,unless otherwise prohibited or limited by a subsequent
ordinance authorizing other Completion Bonds, Additional Bonds or Refunding Bonds, be
applied in reduction of the deposits required by this paragraph during the succeeding twelve
month period.
(d) On the first day of each month hereafter, after making any transfers required by
subsection (a), (b) and (c), next above, and by subsection (a) of Section 7.3 of the 1976
Braniff Bond Ordinance, the Board shall be authorized and required to pay from Pledged
Revenues any fee or fees of any paying agent or paying agents for the Bonds or any other
fees or charges authorized or permitted which may be or win become due during the month.
(e) During any period during which Bonds are outstanding and so long as the Braniff
1976 Special Facilities Bond Reserve Fund contains the maximum amount required to be on
deposit therein, no further payments shall be required to be made thereto. If, at the close
of business on September 30th of any year, the Bond Reserve Fund shall be deficient and
shall contain less than the maximum amount then required to be on deposit therein, as
required by this Ordinance and the 1976 Braniff Bond Ordinance and any ordinance autho-
rizing other Bonds, then any surplus amounts in the Braniff 1976 Special Facilities Bond
Interest and Sinking Fund shall be deposited to the credit of said Bond Reserve Fund to
the extent necessary to restore the deficiency. After such deposit, if a deficiency remains,
then an amount equal to such remaining deficiency shall be deposited in twelve (12) equal
monthly installments during the next succeeding twelve (12) month period.
(f) In the event the Series 1973 Bonds shall be called for redemption in accordance
with the provisions of Section 3.4(c) hereof, the Board shall cause to be deposited into the
16
Braniff 1976 Special Facilities Pond Interest and Sinking Fund such amounts necessary,
after taking into consideration the amounts in all special funds created in the 1976 Braniff
Pond Ordinance and available therefor, to redeem the Series 1978 Bonds. Such amounts
shall be deposited at least five (5) days prior to the date set for such redemption.
I Section 7.3. USES OF FINDS. Moneys on deposit to the credit of the Braniff 1976 Special
Facilities Pond Interest and Sinking Fund and the Braniff 1976 Special Facilities Pond Deserve
Fund shall be used for the purposes and uses specified in Section 7.4 of the 1976 Braniff Bond
Ordinance. Moneys relating to the Braniff Special Facilities and the Ponds shall be secured
and the earnings from the investment thereof credited to the various special funds as specified
in Section 7.5(a) of the 1976 Braniff Bond Ordinance.
Section 7.4. USE OF POND PROCEEDS. (a) The Cities covenant that throughout the
term of the Series 1978 Bonds they will diligently comply with the requirements of Section
1.03(c) of the Internal Revenue Code of 1954, as amended, or of any rules or regulations there-
der applicable thereto, so that the Series 1978 Ponds will not at any time become arbitrage
bonds.
(b) If it shall become necessary to remove or withhold any funds (in addition to escrowed
interest) established herein from the custody of the Treasurer in order to comply with the
requirements of subsection (a), next above, or for any other reason, then, upon written order
of the Director of Finance, said funds shall be placed in trust with a state banks) or national
banking association(s) selected by the Board and shall be held for the benefit of the holders
of the Bonds, and pending use for the purposes provided therein shall be invested from time to
time in investment securities as may be directed in accordance with procedures established by
the Board. To the extent that this subsection is inconsistent with the provisions of the Contract
and Agreement then the Contract and Agreement is hereby amended to accommodate the require-
ments of this Section.
Section 7.5. EXEMPT FACILITIES. It is expressly covenanted and agreed that the Cities
acting by and through the Board will not expend the proceeds of the Series 1978 Bonds for any
purpose or purposes, or in any amount or amounts, or undertake, or permit the Lessee to under-
take or permit, any act or use of the Leased Premises which would cause the Special Facilities
to be or become facilities other than those described as exempt facilities in Section 103(b)(4)
of the Internal Revenue Code of 1954, as amended, or in any rules or regulations thereunder
applicable thereto. These covenants are made for the benefit of the Holders from time to time of
said bonds and may be relied upon by said Holders and by bond counsel for the Cities.
ARTICLE VIII -
MISCELLANEOUS PROVISIONS
Section 8.1. RESERVED RIGHTS. In addition to the rights expressly reserved in Sec-
tion 2.2(h) hereof, all rights reserved by the Cities in the 1976 Braniff Bond Ordinance to issue
other Completion Ponds,and Additional Bonds and Refunding Bonds under the provisions thereof,
are hereby expressly reserved and Article VIII of the 1976 Braniff Pond Ordinance incorporated
herein for all purposes.
Section 8.2. OTHER INCORPORATED PROVISIONS. All provisions of Article IX,
Article X and Section 12.1 of the 1976 Braniff Pond Ordinance are hereby incorporated herein
for all purposes and are made applicable to the Series 1978 Ponds as a part of the Bonds.
Section 8.3. AMENDMENTS. This Ordinance may be amended in the same manner as
provided in Article XI of the 1976 Braniff Pond Ordinance for that Ordinance.
17
Section 8.4. ORDINANCE IRREPEALABLE. After any of the Series 1978 Bonds shall be
issued, this Ordinance shall constitute a contract between the Cities and the Holder or Holders
of the Bonds from time to time outstanding, and this Ordinance shall be and remain irrepealable
until the Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged
or provisions for the payment thereof shall be made as provided in Section 12.1 of the 1976 Braniff
Bond Ordinance.
Section 8.5. SEVERABILITY. If any Section, paragraph, clause or provisions of this Ordi-
nance shall for any reason be held to be invalid or unenforceable,the invalidity or unenforceability
of such Section, paragraph, clause or provisions shall not affect any of the remaining provisions
of this Ordinance, or any of the provisions of the Facilities Agreement or the Supplemental
Facilities Agreement.
Section 8.6, REPEALER. All orders, resolutions and ordinances, or parts thereof, other
than the 1976 Braniff Band Ordinance, inconsistent herewith are hereby repealed to the extent
of such inconsistency.
Section 8.7. EFFECTIVE DATE. This Ordinance shall be effective as to each City
respectively upon the adoption hereof by its City Council, but shall be dated for convenience
of reference as of the 1st day of February, 1978.
ADOPTED AND CORRECTLY ENROLLED ...................... ..... 1978.
(SEAL) Mayor, City of Dallas,Texas
ATTEST:
City Secretary, City of Dallas, Texas
APPROVED AS TO FORM:
City Attorney, City of Dallas,Texas
ADOPTED ...., 1978.
(SEAL) Mayor, City of Fort Worth,Texas
ATTEST:
i Secretary, City of Fort Worth, Texas
APPROVED AS TO FORM
AND LEGALITY:
City Att5rey, City of Fort Worth,Texas
18
i
THE STATE OF TExAs
COUNTY OF DALLAS
CITY OF DALLAS
1, Robert S. Sloan, City Secretary of the City of Dallas, Texas, do hereby certify: go
1. That the above and foregoing is a true and correct copy of Ordinance No. .................
duly presented and passed by the City Council of the City of Dallas, Texas, at a meeting
of the council held on January 18, 1978, which ordinance is duly of record in the office of
the City Secretary.
2. That said meeting was open to the public, and public notice of the time, place and 1
purpose of said meeting was given, all as required by Article 6252-17, Vernon's Texas Civil
Statutes, as amended.
WITNEss DIY HAND and seal of the City of Dallas, Texas, this ........ day of January, 1978.
City Secretary, City of Dallas,Texas
(SEAL)
THE STATE of TExAs
COUNTY OF TARRANT w'
CITY OF FORT WORTH
I�
I, Jack W. Green, City Secretary of the City of Fort Worth, Texas, do hereby certify:
1. That the above and foregoing is a true and correct copy of Ordinance No. ..................
duly presented and passed by the City Council of the City of Fort Worth,Texas, at a meeting
of the Council held on January 17, 1978, which ordinance is duly of record in the office
of the City Secretary.
2. That said meeting was open to the public, and public notice of the time, place and
purpose of said meeting was given, all as required by Article 6252-17, Vernon's Texas Civil
Statutes,as amended.
WITNESS ICY HAND and the Official seal of the City of Fort Worth, Texas, this ........ day of
January, 1978.
Secretary,City of Fort Worth,Texas
(SEAL)
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