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HomeMy WebLinkAboutOrdinance 7853 1979 REGIONAL AIRPORT AMERICAN AIRLINES SPECIAL FACILITIES BOND ORDINANCE Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT AMERICAN SPECIAL FACILITIES REVENUE BONDS, SERIES 1979 $147,000,000 Adopted by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS CITY OF DALLAS ORDINANCE No. 1,6 O3'9 CITY OF FORT WORTH ORDINANCE No. 9833 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 American Special Facilities Revenue Bonds, Series 1979, in the aggregate principal amount of $147,000,000, for the purpose of purchasing, acquiring, constructing, fabricating and installing certain Additional 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 American Airlines Special Facilities Lease Agreement and certain supplemental agreements thereto, pertaining, among other things, to the leasing and operation of said facilities; providing that the same shall not be payable from taxation; providing the form, terms and conditions of said bonds and the manner of their execution; containing covenants and commitments regarding the payment of said bonds on a parity as to lien with other outstanding bonds; the acquisition and construction of said facilities, and regarding transfers of airport properties; providing other details concerning said bonds, said agreements and said Airport; providing for the deposit of certain of the proceeds of such bonds into the American Special Facilities Acquisition and Construction Fund of the Joint Airport Fund under and subject to the control of the Dallas-Fort Worth Regional Airport Board; authorizing said Board to see to the delivery of said bonds as herein directed and directing that due observance of the covenants herein contained be made by the Board to the extent such covenants are performable by it; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. WHEREAS, the Cities of Dallas and Fort Worth (hereinafter collectively called the "Cities") heretofore determined that the then existing commercial aviation and airport facilities of the Cities, specifically Love Field Airport of the City of Dallas and Great Southwest International Airport of the City of Fort Worth, were wholly inadequate to meet the foreseeable commercial aviation needs of the citizens of the Cities and the residents and citizens of the entire North Central Texas Region; and WHEREAS, the Cities further found and determined that the most effective, economic and efficient means of providing needed airport facilities to be the constri4ction 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 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 WHEREAS, the Airport, the first phase having been substantially completed, is the major hub, primarily passenger and commercial cargo, airport for the metropolitan area of the Cities and the entire North Central Texas Region and in that regard contains 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 related to and essential to the proper functioning of the others; and WHEREAS, it has been found and determined by the Board in accordance with its lawful duties acting on behalf of the Cities that it is essential, appropriate and necessary to the proper and orderly functioning of the Airport for its public purposes that adequate, well-planned, and major facilities (hereinafter called the "American Special Facilities") be established, constructed, fabricated and equipped at the Airport for the public using the Airport, all as a part of the Airport's essential systems and facilities; and WHEREAS, the funds with which to construct and develop the Airport have been and will be obtained under the authority expressed, reserved and recited in a certain Ordinance adopted jointly by the Cities, effective as of November 12, 1968, and bearing the short title "1968 Regional Airport Concurrent Bond Ordinance" (hereinafter called "1968 Concurrent Bond Ordinance"); and WHEREAS, among other rights reserved therein and subject to its other terms, Section 8.7 of the 1968 Concurrent Bond Ordinance reserves to the Cities, when requested by the Board, the right, power and authority to issue"Special Facility Bonds"for the purpose of paying all costs of construction of"Special Facilities" (as both such terms are therein defined); and WHEREAS, heretofore, it was determined necessary and appropriate by the Board that certain initial American 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 American Special Facilities Revenue Bonds, Series 1972" (hereinafter called the "Series 1972 Bonds") and of "Dallas-Fort Worth Regional Airport American Special Facilities Revenue Bonds, Series 1973" (here- inafter called the"Series 1973 Bonds") and the Cities issued such bonds as such and for such purposes in accordance with the terms and provisions, respectively, of a certain 1972 Regional Airport American Airlines Special Facilities Bond Ordinance, bearing No. 13810 of the City of Dallas and No. 6727 of the City of Fort Worth (hereinafter called the "1972 American Bond Ordinance") and of a certain 1973 Regional Airport American Airlines Special Facilities Bond Ordinance, bearing No. 13978 of the City of Dallas and No. 6790 of the City of Fort Worth (hereinafter called the "1973 American Bond Ordinance") and in connection therewith the Board executed with American Airlines, Inc., as Lessee, a certain American Airlines Special Facilities Lease Agreement (hereinafter called the "Facilities Agreement") and a certain American Airlines Supplemental Special Facilities Agree- ment (hereinafter called the "First Supplemental Facilities Agreement"); and WHEREAS, the Board has determined it necessary and appropriate that certain additional American Special Facilities be provided at the Airport and that the same be included as a part of the American Special Facilities and that they be financed through the issuance of certain "Additional Bonds" (hereinafter called and defined as the "Series 1979 Bonds") as that term is defined in and as such bonds are permitted under the 1972 American Bond Ordinance; and WHEREAS, as a part of such additional American Special Facilities, the Board and the City of Fort Worth,in furtherance of the overall plan for the future development and operation of the Airport, have agreed that the Board will purchase and the City of Fort Worth will sell the airport facilities herein defined as the"Flight Training Center;"and WHEREAS, concurrently with the aforesaid purchase of said Flight Training Center, the Board will conclude the acquisition of certain other land, will revise the boundaries of the Airport, and will commence the construction and equipping of certain Passenger Service Facilities, certain Maintenance Facilities, a Flight Reservations Center and a Flight Administration Center, all of which, including said Flight Training Center, are defined in a certain Second Supplemental Special Facilities Agree- ment as and are hereinafter collectively called the "Additional Special Facilities"; and WHEREAS, the Board has requested the Cities to issue the Series 1979 Bonds as such and for such purposes, and in connection therewith the Board has also executed a certain American Airlines Second Supplemental Special Facilities Agreement (hereinafter called the "Second Supplemental Facilities Agreement") which in general provides (a) for the leasing of certain additional lands and the payment of Ground Rent therefor, and (b) for the increase of the Net Rent under the Facilities —2— Agreement in amounts required by the 1972 American Bond Ordinance in connection with the issuance of Additional Bonds thereunder, all of the terms and provisions of the Facilities Agreement, the First Supplemental Facilities Agreement and the Second Supplemental Facilities Agreement (the First and Second Supplemental Facilities Agreements being hereinafter collectively called the "Supplemental Facilities Agreements") being hereby adopted by reference and incorporated herein for all purposes; and WHEREAS, the Board, as permitted by law and by the Contract and Agreement, further considers it appropriate and necessary in the public interest to have the Additional Special Facilities operated for it and on its behalf, but under and subject to its jurisdiction and control and to the jurisdiction and control of the Cities under the Contract and Agreement, by American Airlines, Inc., as set forth in the Facilities Agreement and the Supplemental Facilities Agreements; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this Ordinance relates are matters of imperative public need and necessity in the protection of the health, safety and morals of the citizens of each of the Cities and, as such, that this Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council; and WHEREAS, as to each respective City Council, it has been found and determined and it is hereby found and determined that the meeting at which this Ordinance is adopted is open to the public as required by law and that notice of the time, place and purpose of said meeting was given and posted in accordance with the requirements of Article 6252-17, Vernon's Texas Civil Statutes, as amended; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS: NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: ARTICLE I Title,Findings and Ratification Section 1.1. Short Title. This Ordinance may be cited by the short title "1979 American Airlines Special Facilities Bond Ordinance." Section 1.2. Findings. All of the declarations and findings contained in, recited or repeated in the preambles of this Ordinance and in the preambles of the Facilities Agreement and the Supplemental Facilities Agreements are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance and are adopted by the Cities as true and proper determinations and findings of the Cities. Section 1.3. Ratification. All actions heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the Series 1979 Bonds herein authorized, expressly including the authoriza- tion, execution and delivery of the Facilities Agreement, the Supplemental Facilities Agreements and the Sale, Purchase and Continuing Services Agreement, including all of their respective terms, provisions, agreements, options and commitments to be performed by the Board or the Cities are hereby ratified, approved, confirmed, accepted and adopted. ARTICLE H Definitions and Construction Section 2.1. Definitions. In and throughout this Ordinance, the following words and expressions shall have the following meanings,respectively— (a) All words and terms used herein which constitute defined terms and words in the 1972 American Bond Ordinance,the 1973 American Bond Ordinance, the Facilities Agreement and the Sup- -3— plemental Facilities Agreements shall have the same meanings and definitions as are contained therefor in said Ordinances and Agreements, except where the same words and terms are expressly defined otherwise herein, and such defined words and terms are incorporated herein for all purposes. (b) In addition to the defined terms referred to in paragraph (a), next above, the following words and terms for the purposes hereof and for the purposes of the 1972 American Bond Ordinance and the 1973 American Bond Ordinance shall have the following meanings, respectively, unless the context shall clearly appear otherwise,to-wit: (i) "Bonds" means the Series 1972 Bonds, the Series 1973 Bonds, the Series 1979 Bonds, any Completion Bonds, any future issues of Additional Bonds and any Refunding Bonds. (ii) "1972 American Bond Ordinance" means the ordinance authorizing, among other things, the Series 1972 Bonds and referred to in the preambles hereof. (iii) "Paying Agent" or "Paying Agents" with respect to the Series 1979 Bonds means Republic National Bank of Dallas, Dallas, Texas, The Fort Worth National Bank, Fort Worth, Texas and Morgan Guaranty Trust Company of New York, New York, New York. (iv) "Second Supplemental Facilities Agreement" means the agreement referred to as such in the preambles hereof, dated as of December 1, 1979, and executed and delivered by and between the Board and American Airlines, Inc., as a supplement to and amendatory of the Facilities Agreement. (v) "Series 1979 Bonds" means the series of Bonds authorized in Article III hereof, and are the bonds defined in the Second Supplemental Facilities Agreement as the "1979 Additional Bonds". (vi) "Costs of the Additional Special Facilities" means all of the items of cost and expense related to the Additional Special Facilities included within the definition of that term in Subsection 1.1(b)(iv) of the Second Supplemental 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 Revenues" of the Airport, as defined in the 1968 Concurrent Bond Ordinance. (e) All covenants contained herein which require the performance of an affirmative, common or joint act with respect to the Airport, the 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 extent of 4/11ths thereof); and each and every holder of Bonds shall by his acceptance thereof consent and agree —4— that no claim, demand, suit or judgment for the payment of money shall ever be asserted, entered or collected against either City individually, except out of said funds and exceeding in the case of Dallas an amount equal to 7/11ths of the total amount asserted or demanded, and in the case of Fort Worth an amount equal to 4/11ths of the total amount asserted or demanded (g) In the event of a transfer of the Airport to another political body or political subdivision, as permitted by Section 9.3 of the 1972 American 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 them- selves or upon the Cities acting through the Board, and shall be authorized to exercise the rights reserved herein to the Cities or to the Board in such manner as may be appropriate and con- sistent with its usual and customary methods of exercising similar rights in other instances so long as the method or methods utilized do not impair or defeat the substantive purposes of this Ordinance. (h) Nothing in this Ordinance shall be deemed or construed to prohibit the Cities or the Board from financing, acquiring, constructing, installing and equipping any special facilities for the Airport of any type considered by the Board to be necessary or desirable in connection therewith under the 1968 Concurrent Bond Ordinance through the issuance 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 American Special Facilities or facilities of a type similar thereto by any.method additional to the issuance of Completion Bonds or Additional Bonds and in any locations at the Airport, and either within or without the Leased Lands, as defined in the Facilities Agreement, as supplemented by the Supplemental Facilities Agreements, or any part thereof, through the execution of other agreements with other parties,or the Lessee. (i) This ordinance is intended to and shall be supplemental to the 1972 American Bond Ordinance, as corrected and supplemented by the 1973 American Bond Ordinance, and all matters included herein are subject to the terms of and shall be controlled and governed by the 1972 American Bond Ordinance where not expressly provided for herein, and, without limiting the generality of the foregoing, in applying the terms and provisions of the 1972 American Bond Ordinance to the matters included herein, it is expressly provided (A) that the Series 1979 Bonds are Additional Bonds thereunder; and (B) that the Additional Special Facilities shall be and constitute a part of the American Special Facilities under the 1972 Bond Ordinance and the"Special Facilities"under the Facilities Agreement, as supplemented by the Supplemental Facilities Agreements. ARTICLE III Series 1979 Bonds Section 3.1. Authorization. (a) For the purpose of providing funds with which to pay the Costs of the Additional Special Facilities, as contemplated by the Second Supplemental Facilities Agree- ment, 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 American Special Facilities Revenue Bonds, Series 1979" (hereinabove defined as the "Series 1979 Bonds"), in the aggregate principal amount of $147,000,000, payable as to principal, premium, if any, and interest solely out of Pledged Revenues. (b) The Series 1979 Bonds are and shall be "Special Facility Bonds," issued under the authority reserved to the Cities in Section 8.7 of the 1968 Regional Airport Concurrent Bond Ordinance and pursuant to the authority granted the Cities under and by virtue of Article 1269j-5.1, Article 1269j-5.2, Article 1269j-5, Article 46d, and other applicable provisions of Vernon's Texas Civil Statutes, as —5— amended, and, as aforesaid, are Additional Bonds issued under the authority reserved to the Cities in the 1972 American Bond Ordinance, as supplemented and corrected by the 1973 American Bond Ordinance. Section 3.2. Date, Denomination, Maturities and Interest Rates. The Series 1979 Bonds shall be dated January 1, 1979, shall be in the denomination of $5,000 each, shall consist of 29,400 Bonds numbered in direct numerical order from 1 through 29,400 and shall mature and become due and payable serially on November 1 in each of the years and in the amounts and bearing interest per annum from their date to their stated maturity or earlier redemption as follows, to-wit: Years Amounts Maturing Rate of Interest 1988 . . . . . ..... . . . . . . . . . .. ... . . . . . .. . . . . . . . ... $ 2,200,000 5.85 % 1989 . . . . . . . . .. . . . . . . . . . .. . . . . . . . . .. . . . . . . . . . . 2,500,000 5.95 1990 . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . . 2,700,000 6.05 1991 . . . . . . . . .. . . . . . . . . . . . . . . . . . .. .. . . . . .. . . .. 2,800,000 6.15 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. . . . . . . .. 3,000,000 6.25 1993 . . .. . . .. .. . . . . ......... ..... ..... ........ 3,300,000 6.35 1994 . . . . . . . . . . . . . . . . . . . . .. . .... .. . ... . ... .. 3,500,000 6.50 1995 . . . . . . . .. . . . . . . . . . . . .. ...... ... ......... 3,700,000 6.60 1996 . . . . . . . . .. . . . . . . . . .. . . . . ... . . .... .... .... 4,000,000 6.70 1997 . . . . . . . . . . . . . . . . . . . .. . . . . .. ...... .. .... .. 4,300,000 6.80 1998 . . . . . . . . . . . . . . . . . . . . .. . ... . . ............ 4,600,000 6.85 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. ... ..... 4,900,000 6.90 2005 . . . . . . . . . . . . . . . . . .. . . .. . ... .... .... .... 37,400,000 7.125 2012 . . . . . . . . . . . . . . . . . . . . . .. . . . .. ............. 68,100,000 7.25 Interest at such rates shall be evidenced by coupons initially attached to each of said Bonds payable on May 1, 1979, and semi-annually thereafter on each November 1 and May 1. Section 3.3. Paying Agents. The principal, premium, if any, and interest with respect to the Series 1979 Bonds shall be payable to bearer in lawful money of the United States of America without deduction for exchange or collection charges at the offices of the Paying Agents. Section 3.4. Prior Redemption. (a) The Series 1979 Bonds maturing on and after November 1, 1989, 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 American Special Facilities Bond Interest and Sinldng Fund as provided in subsection (b), below) at the following respective redemption prices (expressed as percentages of the principal amount of Series 1979 Bonds thus optionally redeemed) plus accrued interest to the date fixed for redemption,to-wit: Period during which redeemed Redemption (both 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/a November 1, 1994 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 The optional right of the Cities to call and redeem the outstanding Series 1979 Bonds in advance of maturity pursuant to this subsection (a) shall not be exercised without the consent of American Airlines, Inc., as Lessee under the Facilities Agreement, as supplemented by the Supplemental Facilities Agreements, unless said Lessee shall be in default thereunder in which event no such consent shall be required. (b) Apart from the Cities' right and option of redeeming the Series 1979 Bonds, as provided in subsection (a), above, Series 1979 Bonds bearing the numbers specified below are further subject to the following mandatory redemption provisions, to-wit: —6— (1) Series 1979 Bonds bearing numbers 8,301 to 15,780, both inclusive, are subject to the mandatory requirement that, on or about September 15 (but not later than September 20) in each of the years hereinbelow specified, the Board, acting on behalf of the Cities, shall select (by lot) the number of bonds (out of the Series 1979 Bonds bearing said numbers) as are hereinbelow designated for each such year and shall redeem the numbered Series 1979 Bonds thus selected on the following November 1 in each such year, respectively, from the moneys to be set aside for that purpose in accordance with subsection (c) of Section 7.2 of this Ordinance. The years and the corresponding number of Series 1979 Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as follows,to-wit: Redemption Number of Bonds to be Years Selected and Redeemed 2000 . . . . 1040 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. . . . . 1120 2002 . . . . . . . . . . . . . 1200 2003 . . . . . . . .. . .. . . . . . . . . . . . . . . . . .. . . . . . . . . .. . . . . . . . . . 1280 2004 . . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . .. . . . .. . . . . 1360 The bonds bearing said numbers remaining unelected for redemption on November 1, 2004, shall be paid on the date of their stated maturity from the moneys to be deposited into the American Special Facilities Interest and Sinldng Fund during the period 2004-2005, pursuant to subsection (c) of Section 7.2 of this Ordinance. (ii) Series 1979 Bonds bearing numbers 15,781 to 29,400, both inclusive, are subject to the mandatory requirement that, on or about September 15 (but not later than September 20) in each of the years hereinbelow specified, the Board, acting on behalf of the Cities, shall select (by lot) the bonds (out of the Series 1979 Bonds bearing said numbers) as are hereinbelow designated for each such year and shall redeem the numbered Series 1979 Bonds thus selected on the following November 1 in each such year, respectively, from the moneys to be set aside for that purpose in accordance with subsection (d) of Section 7.2 of this Ordinance. The years and the corresponding number of Series 1979 Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as follows, to-wit: Redemption Number of Bonds to be Years Selected and Redeemed 2006 1560 2007 . .. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . .. . . . . . . . . . 1680 2008 1800 2009 . . . . . . . . 1920 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . 2060 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2200 The bonds bearing.said numbers remaining unelected for redemption on November 1,2011, shall be paid on the date of their stated maturity from the moneys to be deposited into the American Special Facilities Interest and Sinldng Fund during the period 2011-2012, pursuant to subsection (d) of Section 7.2 of this Ordinance. (iii) Such of said numbered bonds as are redeemed pursuant to 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 1979 Bonds pursuant to the mandatory provisions of this subsection, they shall, either before or after (but prior to October 1) the selection of the bonds to be redeemed mandatorily that year, be given the opportunity of purchasing any of said —7— numbered bonds for a price less than as above specified, the Board shall be authorized to make such purchases (but not more than the number to be required to be redeemed that year) from the moneys set aside that year for the redemption of said Bonds, as aforesaid, and the number of bonds thus purchased shall be deducted from the number required to be redeemed that year. (iv) In the event of an optional redemption from other moneys, as authorized by sub- section (a), above, of less than all of the Series 1979 Bonds which are subject_to the mandatory provisions of this subsection, the number of bonds thus optionally redeemed shall proportionately reduce (in whole denominations) as to the respective maturity of bonds out of which an optional redemption has occurred the number of bonds required to be selected and mandatorily redeemed each year and to be paid at the respective stated maturities. (c) If the interest on the Series 1979 Bonds shall be finally determined, upon the basis of a ruling of the Internal Revenue Service of the United States 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 a breach of the covenants contained in Section 7.3(a) and (c) hereof, then the Series 1979 Bonds shall be redeemed as a whole at any time not later than 120 days after any such determination. The redemption price of the Series 1979 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 1979 Bonds to be either mandatorily or optionally redeemed, or both) to be published at least once in a newspaper or financial publication published in the City of New York, New York. By the date fixed for any such redemption, due provision shall be made with the Paying Agents for the payment of the principal amount of the Series 1979 Bonds to be so redeemed, premium, if any, and 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 1979 Bonds, which are to be so redeemed, thereby auto- matically 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 1979 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 1979 BONDS) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT AMERICAN SPECIAL FACILITIES REVENUE BOND Series 1979 NO. $5,000 On theist 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 —8— 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, 1979, and semi-annually thereafter on each November 1 and May 1. Principal, premium, if any, 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 Republic National Bank of Dallas, Dallas, Texas, or at The Fort Worth National Bank, Fort Worth, Texas, or at Morgan Guaranty Trust Company of New York, New York, New York, paying agents, without exchange or collection charges to the bearer hereof. The bonds of this Series (hereinafter called the "Series 1979 Bonds") maturing on and after November 1, 1989, 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 interest and sinking fund therefor) at the respective redemption prices (expressed as percentages of the principal amount of bonds thus optionally redeemed) set forth in the table below, plus accrued interest to the date fixed for redemption to-wit: Redemption Period Redemption (Dates Inclusive) Price November 1, 1988 through October 31, 1989 . . . . . . . .. . . . . . . .. . .. . 103 % November 1, 1989 through October 31, 1990 102% November 1, 1990 through October 31, 1991 . 102 November 1, 1991 through October 31, 1992 101% November 1, 1992 through October 31, 1993 101 November 1, 1993 through October 31, 1994 . . . . . . . . . . . .. . . . . . . . . 100% November 1, 1994 and thereafter . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 100 Additionally, Series 1979 Bonds numbered 8,301 to 29,400, both inclusive, are subject to certain mandatory redemption requirements provided and established in the jointly adopted ordinance of the Cities known by the short title 1979 American Airlines Special Facilities Bond Ordinance (the "Ordinance") authorizing the Series 1979 Bonds. Under such provisions, a specified number of Series 1979 Bonds maturing November 1, 2005, shall be selected by lot in each of the years 2000 through 2004 and a specified number of Series 1979 Bonds maturing November 1, 2012 shall be selected by lot in each of the years 2006 through 2011. Series 1979*Bonds so selected shall be redeemed for a redemption price equal to the principal amount thereof and accrued interest to the date of redemption and without premium. The Series 1979 Bonds bearing such numbers which are not thus selected and mandatorily redeemed during said years shall be paid at their respective stated maturities. 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 1979 Bonds. In addition, the Series 1979 Bonds shall be redeemed as a whole at any time not later than 120 days after interest on the Series 1979 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 either of the covenants contained in the Ordinance to the effect that: (i) throughout the term of the Series 1979 Bonds, the Cities will comply with the requirements of Section 103(c) of the Internal Revenue Code of 1954, as amended, so that the Series 1979 Bonds will not at any time become arbitrage bonds as therein provided; or (ii) the Dallas-Fort Worth Regional Airport Board, —9— acting on behalf of the Cities, will not expend the proceeds of the Series 1979 Bonds for any purpose or undertake, or permit American Airlines, Inc. 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 1979 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 1979 Bonds shall be redeemed pursuant to any of the foregoing, the specific bonds to be redeemed shall be determined and a written notice of such redemption shall be given in the manner specified in the Ordinance. By the date fixed for any such redemption, due provision shall be made with the paying agents for the payment of the principal amount of the bonds to be so redeemed, redemption premium, if any, and accrued interest thereon to the date fixed for redemption. If the written notice of redemption is published, and if due provision for payment is made, all as provided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding for any purpose except for the purpose of receiving the funds so provided for such payment. This bond is one of a duly authorized issue of bonds, dated January 1, 1979, numbered from 1 through 29,400, in the denomination of $5,000 each, aggregating $147,000,000, issued by the Cities so as to provide funds for the purpose of acquiring, constructing, fabricating and installing certain Additional Special Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities. For the purpose of securing the payment of the Series 1979 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 right 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 American Airlines Special Facilities Lease Agreement (the "Facilities Agreement"), dated as of October 1, 1972, as supplemented by two certain American Airlines Supplemental Special Facilities Agreements (the "Supplemental Facilities Agreements"), dated respectively as of February 1, 1973, and December 1, 1979, the same being executed between the Board and American Airlines, Inc., 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 including the payment of this and two 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 Agreements 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 there- under, 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 hability- shall-ever exceed in the case of Dallas 7/llths of the total amount thereof, and in the case of Fort Worth 4/llths 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. American Airlines, Inc. has unconditionally guaranteed to Republic National Bank of Dallas, Dallas, Texas, as Trustee on behalf of the holders of the Series 1979 Bonds and the coupons apper- taining thereto the payment of the principal of and premium, if any, and interest on the Series 1979 Bonds pursuant to a certain Guaranty Agreement between said parties, dated as of December 1, 1978. —10— Reference is made to such Guaranty Agreement for a further description of the rights of bondholders and the obligations of American Airlines, Inc. thereunder. 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 Agreements 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 impressed, printed or lithographed 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 signature of the Mayor and City Auditor of the City of Dallas and by the Mayor and City Secretary of the City of Fort Worth. COUNTERSIGNED: /s/ Mayor,City of Dallas, Texas /s/ City Auditor,City of Dallas,Texas /s/ City Secretary,City of Dallas, Texas /s/ Mayor, City of Fort Worth, Texas COUNTERSIGNED: /s/ City Secretary,City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALITY: /s/ City Attorney,City of Fort Worth —11— (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 Republic National Bank of Dallas, Dallas, Texas, or at The Fort Worth National Bank, Fort Worth, Texas, or at Morgan Guaranty Trust Company of New York, New York, New York, without exchange or collection charges to the bearer hereof, the sum specified on this coupon, in lawful money of the United States of America, for interest then due on the below numbered bond of the issue entitled "Dallas-Fort Worth Regional Airport American Special Facilities - Revenue Bonds, Series 1979", dated January 1, 1979. 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 r+ No. /s/ Mayor,City of Dallas,Texas COUNTERSIGNED: /s/ City Auditor,City of Dallas,Texas /s/ Mayor,City of Fort Worth,Texas COUNTERSIGNED: /s/ City Secretary,City of Fort Worth,Texas (FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER NO. I hereby certify that this bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas in accordance with his written approving certificate on file in my office; and that this bond has been by me this day registered as required by law. WITNESS my signature and seal this /s/ Comptroller of Public Accounts of the State of Texas (SEAL) —12— ARTICLE IV Execution, Approval, Registration, Sale and Delivery of Series 1979 Bonds Section 4.1. Method of Execution. Each of the Series 1979 Bonds shall be signed and executed on behalf of Dallas by the fascimile 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 1979 Bonds shall be signed and executed on behalf of Fort Worth by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Secretary, the same shall be approved as to form and legality by the facsimile signature of the City Attorney of said City, 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 1979 Bonds. All facsimile signatures placed upon the Series 1979 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 1979 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman, officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of the Series 1979 Bonds and to assure the investigation, examina- tion, 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 1979 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 1979 Bonds as may be necessary to assure that the same will be delivered to such purchasers in accordance with the terms of sale at the earliest practicable date after the adoption of this Ordinance. Section 4.3. Sale, Approval of Contract of Purchase. (a) The Series 1979 Bonds are hereby sold in accordance with law and shall be delivered to the Underwriters (listed in Schedule I of the Contract of Purchase, dated December 6, 1978) for whom Goldman, Sachs & Co., Merrill Lynch White Weld Capital Markets Group (Merrill Lynch, Pierce, Fenner & Smith Incorporated), Blyth Eastman Dillon & Co., Incorporated and Salomon Brothers are acting as managers for a price of $143,582,250, less the $527,500 representing the initial offering discount on the Series 1979 Bonds, plus interest from the date of the Series 1979 Bonds accrued to the date of delivery thereof, and subject to the other terms and conditions set forth in the below mentioned Contract of Purchase. (b) The Contract of Purchase setting forth the terms of the sale of the Series 1979 Bonds to the purchasers thereof referred to in (a) above is hereby accepted, approved and authorized to be delivered in executed form to said purchasers. 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. ARTICLE V Disposition of Bond Proceeds,Uses and Withdrawals Section 5.1. Accrued Interest and Interest During Acquisition and Construction. (a) Any amount received as accrued interest upon the delivery of the Series 1979 Bonds, plus an amount equal to the interest accruing on the Series 1979 Bonds to January 1, 1981, is hereby appropriated from the proceeds of the sale of the Series 1979 Bonds and ordered to be deposited to the credit of the American Special Facilities Bond Interest and Sinking Fund. The funds thus deposited shall be used solely for the purpose of paying the interest accruing on the Series 1979 Bonds to January 1, —13— 1981, and for no other purpose. If it shall become necessary to remove or withhold the amount required to be appropriated by this subsection (a) from the custody of the Treasurer in order to comply with the requirements of Section 7.3(a) and (b) hereof, or for any other reason, then, upon written order of the Director of Finance,that part of the American Special Facilities Bond Interest and Sinking Fund containing said amount shall be placed in trust with Republic National Bank of Dallas, Dallas, Texas, one of the Paying Agents for the Series 1979 Bonds. Such portion of the Interest and Sinking Fund thus held by said Paying Agent for the benefit of the holders of the Series 1979 Bonds, and pending its use to pay interest on the Series 1979 Bonds, shall be invested from time to time in investment securities as may be directed by the Board; provided, however, that no such investment shall be made which will be inconsistent with the requirements of Section 7.3(a) and (b). To the extent that this Section is inconsistent with the provisions of the Contract and Agreement, then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. (b) In addition to the directions contained in paragraph (a), next above, and in compliance with Section 8.2(b) of the 1972 American Bond Ordinance, it is hereby directed that from the proceeds of the Series 1979 Bonds, the sum of $11,400,000 shall be deposited into the American Special Facilities Bond Reserve Fund and used, applied and devoted to the purposes specified in the 1972 American Bond Ordinance for money on deposit in said Fund. (c) The funds required hereby to be deposited to the credit of the Reserve Fund, together with fifty percent of the funds required to be deposited to the American Special Facilities Acquisi- tion and Construction Fund, shall be held in a national bank or national banking association designated by the Board (acting by and through its Executive Director) and invested as directed by the Board's Director of Finance in appropriate Investment Securities. It is provided, however, that, at the option of the Board (acting by and through its Executive Director) and subject to the requirements of Section 7.3 hereof, all or any nart of such funds may from time to time be deposited with and maintained by the Treasurer of the Board. Section 5.2. American Special Facilities Acquisition and Construction Fund. Except as otherwise provided in Section 5.1, hereof, all proceeds from the sale of the Series 1979 Bonds shall be deposited promptly upon the receipt thereof in the American Special Facilities Acquisition and Construction Fund as part of the joint Airport Fund and the moneys within said Fund, including earnings from the investment thereof, shall be used solely for the purpose of paying the Costs of the Additional Special Facilities. Section 5.3. Disbursements From Construction Fund, Surplus. The provisions of Section 5.3 of the 1972 American Bond Ordinance are hereby incorporated herein and expressly made applicable to disbursements in payment of the Costs of the Additional Special Facilities the same as the Initial Special Facilities thereunder and to the disposition of any surplus from the Series 1979 Bonds; provided, however, that any surplus may be devoted to the payment of any Costs of any other Special Facilities, if such payment is approved by the Lessee. It is provided, however, that funds may be with- drawn from the American Special Facilities Acquisition and Construction Fund upon written order of the Board's Executive Director for the purpose of acquiring land or other properties which are to be leased to American under the Second Supplemental Facilities Agreement concurrently with the delivery of the Series 1979 Bonds. ARTICLE VI Facilities Agreement, Supplemental Facilities Agreements, Collection of Net Rent Section 6.1. Facilities Agreement, Supplemental Facilities Agreements. The Cities covenant and warrant (i) that the Facilities Agreement and the Supplemental Facilities Agreements 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 none 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 Agreements; (iv) that during any period during which Bonds are outstanding, neither the Cities nor the Board will consent to or grant any modification —14— 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 Sections 3.2 of the First Supplemental Facilities Agreement and Second Supplemental Facilities Agreement, respectively; (v) that, during any period during which Bonds are outstanding, 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 Agree- ment or the Supplemental Facilities Agreements, which modification, amendment or concession, would have the effect of reducing, altering or modifying the obligations and commitments of the Lessee contained in paragraphs (a) and (c) of Section 5.2 of the Facilities Agreement or Sections 3.2 of the First Supplemental Facilities Agreement and Second Supplemental Facilities Agreement, respectively, 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 Agreements 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 col- lected at the times stated in Section 6.2 of the 1972 American 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 Agreements to be collected by the Board not less than one (1) full busi- ness day prior to the dates specified in Article VII hereof for the deposit or transfer into the various funds on account of the Series 1979 Bonds, and the dates on which such collections are required, and the amounts required by said Article VII hereof, for the purposes of this Ordinance and for the purposes of subsection (a) of Section 5.2 of the Facilities Agreement and all other relevant subsections and Sections of the Facilities Agreement and of the Supplemental Facilities Agreements shall be the due date for the payment and collection of Net Rent and the times and amounts payable thereunder. ARTICLE VII Pledge, Additional Fund Deposits, Defeasance Section 7.1. Pledge. As aforesaid, the Series 1979 Bonds are "Additional Bonds" issued with the prior consent and agreement of the Lessee and under the authority reserved to the Cities under Sec- tion 8.2 of the 1972 American Bond Ordinance. Accordingly, the Series 1979 Bonds are issued with the effect stated in said Section 8.2 and shall be and are hereby declared to be payable solely from and secured by an irrevocable first and superior lien on and pledge of (a) the Net Rent (except that part received on account of the costs and charges of any paying agent or paying agents or any trustee or trustees for the Bonds) and the special funds created in which Net Rent from time to time shall be on deposit as herein and in the 1973 American Bond Ordinance and in the 1972 American Bond Ordinance required; (b) any amounts on deposit in the Special Funds created in the 1972 American Bond Ordinance and credited against the Net Rent payable by Lessee under paragraph (b) of Section 5.2 of the Facilities Agreement and under the Supplemental Facilities Agreements; and (c) in the event of a default in the payment of said Net Rent by the Lessee then the gross receipts, less expenses of collection, derived by the Board from the exercise of any remedy on default specified or permitted by Section 7.2 of the Facilities Agreement. All of the items of money described above are herein and in the 1973 American Bond Ordinance and in the 1972 American Bond Ordinance collectively called and defined as the "Pledged Revenues." Said lien and pledge as to the Series 1979 Bonds is and shall be in all respects of equal dignity and on a parity with the Series 1972 Bonds and the Series 1973 Bonds. Section 7.2. Additional Fund Deposits. As provided in the 1972 American Bond Ordinance, that portion of Pledged Revenues credited against the Net Rent payable by Lessee under subsection (b) of Section 5.2 of the Facilities Agreement shall at all times remain in or be transferred to the appropriate funds created in and as directed by that Ordinance. All Net Rent, expressly including Net Rent collected on account of the Series 1979 Bonds, shall be collected by the Board and shall be paid by the Lessee in the amounts and on the dates required by Section 6.2 hereof, by Section 6.2 of the —15— 1973 American Bond Ordinance and by Section 6.2 of the 1972 American Bond Ordinance and, as collected, shall be held in the American Special Facilities Net Rent Clearance Fund within the Joint Airport Fund, and in addition to all other amounts required by the 1972 American Bond Ordinance and the 1973 American Bond Ordinance to be transferred to the American Special Facilities 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: (a) Beginning on December 1, 1980, and monthly thereafter through March 1, 1981, the Board shall deposit in equal monthly installments such amount as is necessary to provide on March 1, 1981, the amount of the interest to become due on the Series 1979 Bonds on May 1, 1981; and, beginning on April 1, 1981, and on the 1st day of each month thereafter, the Board shall deposit the amount necessary to provide 1/6th of the amount of interest to become due on the Series 1979 Bonds on November 1, 1981, and on each succeeding interest payment date thereafter. (b) Beginning October 1, 1987, and on the 1st day of each month thereafter through September 1, 1999, the Board shall deposit an amount equal to 1/12th of the principal maturing on the Series 1979 Bonds on November 1 in each next succeeding year. (c) Beginning on October 1, 1999, and on the first day of each month thereafter through September 1, 2005, the Board shall deposit 1/12th of the following amounts during the respective periods indicated, to-wit: Period Amounts 1999-2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,200,000 2000-2001 .. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 5,600,000 2001-2002 . . . . . . . . . .. . . . . . . . . . . . . . . . . .. . .. . .. . . . . . . . . . . . . . . . 6,000,000 2002-2003 .. . . . . . . . . .. . . . . . . . .. . . . . . . . . .. . . . . . .. . . . . . . . . . . . . 6,400,000 2003-2004 .. . . . . . . . .. . . . . . . . . . . . . . .. .. . . . . . . . . . . . . . . . . . . . .. . 6,800,000 2004-2005 . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . 7,400,000 If the Cities shall have redeemed some, but less than all, of the Series 1979 Bonds numbered 8,301 through 15,780, 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 American 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 1979 Bonds bearing said numbers or to pay the unredeemed Bonds bearing said numbers at maturity, in accordance with the provisions of Section 3.4(b)(i) as adjusted by subsection (b)(iv) of said Section. (d) Beginning on October 1, 2005, and on the first day of each month thereafter through September 1, 2012, the Board shall deposit 1/12th of the following amounts during the respective periods indicated, to-wit: Period Amounts 2005-2006 . .. . . . . . . .. . . . . . . . . . . . . . .. . . . . .. . .. . . .. . . . . . . .. . . . $ 7,800,000 2006-2007 . . . .. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . 8,400,000 2007-2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,000,000 " 2008-2009 . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 9,600,000 2009-2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 10,300,000 t 2010-2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,000,000 2011-2012 . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 12,000,000 Any amounts on deposit in the American Special Facilities Bond Reserve Fund on October 1, 2011, may, unless otherwise prohibited or limited by a subsequent ordinance authorizing Com- pletion Bonds, Additional Bonds or Refunding Bonds, be applied in reduction of the deposits required by this paragraph during the succeeding twelve month period. Additionally, if the Cities shall have redeemed some, but less than all, of Series 1979 Bonds numbered 15,781 through 29,400 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 American Special Facilities —18— Bond Interest and Sinking Fund under this paragraph (d) shall be reduced to the amount necessary in each year to provide funds with which to mandatorily redeem the remaining, unredeemed Series 1979 Bonds bearing said numbers or to pay the unredeemed bonds bearing said numbers at maturity, in accordance with the provisions of Section 3.4(b)(ii) as adjusted by subsection (b)(iv) of said Section. ('e) In the event the Series 1979 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 American Special Facilities Bond Interest and Sinking Fund such amounts necessary, after taking into consideration the amounts in all special funds created hereunder and available therefor, to redeem the Series 1979 Bonds. Such amounts shall be deposited at least five (5) days prior to the date set for such redemp- tion. Section 7.3. Uses of Funds, Exempt Facilities. (a) The Cities covenant that throughout the term of the Series 1979 Bonds they will diligently comply with the requirements of Section 103(c) of the Internal Revenue Code of 1954, as amended, so that the Series 1979 Bonds 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 bank(s) or national banking association(s) selected by the Board and shall be held for the benefit of the Holders of the Bonds, and pending use for the purposes provided herein shall be invested from time to time in investment securities as may be directed in accordance with procedures established by the Board. To the extent that this subsection is inconsistent with the provisions of the Contract and Agreement then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. (c) It is expressly covenanted and agreed that the Cities acting by and through the Board will not expend the proceeds of the Series 1979 Bonds for any purpose, or purposes, or in any amount or amounts, or undertake, or permit the Lessee to undertake, any act or use of the Leased Premises which would cause the Additional 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. -'hest covenants are made for the benefit of the Holders from time to time of said Bonds and may b-e rg ed upon by said Holders and by bond counsel for the Board. Section 7.4. De f easance. When all of the outstanding Series 1979 Bonds have been-dWy paid, the pledge and lien and all obligations hereunder shall thereby be discharged and said Series 1979 Bonds shall no longer be deemed to be outstanding within the meaning of this Ordinance. There shall be deemed to be such due payment when there has been placed in escrow or in trust with a trust bank located within or without the State of Texas, an amount sufficient (including the known minimun yield available for such purpose from Federal Securities in which such amount w6hoJly or-in part may be initially invested) to meet all requirements of the outstanding Series 1979 Bonds, as the same become due at the final maturities thereof or upon any redemption date as of which the Cities shall have exercised or shall have obligated itself to exercise its prior redemption option by a call of Series 1979 Bonds for payment. The Federal Securities shall become due prior to the respective times on which the proceeds thereof shall be needed, in accordance with a schedule established and agrad_.upon between the Cities and such bank at the time of the creation of the escrow or trust, or the Federal Securities shall be subject to redemption at the option of the Holders of Series 1979 Bonds to assure such availability as so needed to meet such schedule. "Federal Securities" for purposes of this section shall mean direct obligations of or obligations guaranteed by the United States of America. —17— ARTICLE VIII Miscellaneous Provisions Section 8.1. Reserved Rights. In addition to the rights expressly reserved in Section 2.2(h) hereof, all rights reserved by the Cities in the 1972 American Bond Ordinance and the 1973 American Bond Ordinance to issue Completion Bonds, other Additional Bonds and Refunding Bonds under the provisions thereof,are hereby expressly reserved. Section 8.2. Assignments. So long as any Bonds are outstanding and unpaid, the Cities covenant that,in each instance in which consent of the Board to an assignment or subletting is required by the Facilities Agreement or the Supplemental Facilities Agreements, such consent by the Board shall not be given without first obtaining a written agreement from Lessee that it shall remain primarily liable for the Ground Rental and Net Rent due under the Facilities Agreement and Supplemental Facilities Agreements. Section 8.3. Incorporated Provisions. The provisions of the 1972 American Bond Ordinance, as supplemented and corrected by the 1973 American Bond Ordinance, except where in conflict herewith, are hereby incorporated herein for all purposes and are made applicable to the Series 1979 Bonds as a part of the Bonds and to the Additional Special Facilities. Section 8.4. Amendments: This Ordinance may be amended in the same manner as provided in Article XI of the 1972 American Bond Ordinance. Section 8.5. Ordinance Irrepealable. After any of the Series 1979 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 7.4 hereof. Section 8.6. Severability. If any Section, paragraph, clause or provisions of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or 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 Agreements. Section 8.7. Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent here- with are hereby repealed to the extent of such inconsistency. ADOPTED AND CORRECTLY ENROLLED De m �, 1978. (SEAL) Mayor, City of Dallas,Texas ATTEST; City Secretary,City of Dallas, Texas APPR AS FOR Nil�ity Atto?'he_y,-Gity.,of Dallas.Texas ADOPTED ^� ayor,City of Fort Worth, Texas (SEAL) ATT EST ty Secretary, City of Fort Worth,Texas APEROVED,AS TO FO A 1111�ALIT . City Attor y, • y of-Fort Worth,Texas —18— THE STATE OF TEXAS COUNTY OF DALLAS CITY OF DALLAS I, Robert S. Sloan, City Secretary of the City of Dallas, Texas, do hereby certify: 1. That the above and foregoing is a true and correct copy of Ordinance No. /bed, duly presented and passed by the City Council of the City of Dallas, Texas, at a meeting of the council held on December 6, 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 MY HAND and seal of the City of Dallas, Texas, this ` y of December, 1978. City Secretary,City of Dallas, Texas (SEAL) THE STATE OF TEXAS COUNTY OF TARRANT 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. 7c?S3 duly pre- sented and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the Council held on December 5, 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 MY HAND and the Official seal of the City of Fort Worth, Texas, this S;-- day of December, 1978. City Secretary,City of Fort Worth, Texas —19— .� � h -- + _ - � _ � � F1 !�'� � �� w M1- � �. �t t _ _ has-- . � � � __ +w �i a � �f ~+—����