HomeMy WebLinkAboutOrdinance 7842 CITY OF DALLAS ORDINANCE
No. 16A)/ l
CITY OF FORT WORTH ORDINANCE
No.
AN ORDINANCE ADOPTED CONCURRENTLY by the City Councils, respectively, of
the Cities of Dallas and Fort Worth, Texas, authorizing the issuance of Dallas-Fort Worth
Regional Airport Flying Tiger Special Facilities Revenue Bonds, Series 1978, in the aggregate
principal amount of $6,500,000, for the purpose of acquiring, constructing, fabricating, equipping
and installing certain Special Facilities for the jointly owned Dallas-Fort Worth Regional
Airport of the Cities; providing for the security for and payment of the Series 1978 Bonds
from the Net Rent received under a certain Flying Tiger Special Facilities Lease Agreement
pertaining 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 the Series 1978 Bonds
and the manner of their execution; containing covenants and commitments regarding the
payment of the Series 1978 Bonds; the acquisition and construction of said facilities, and
regarding transfers of airport properties; providing other details concerning the Series 1978
Bonds, said Agreement and said Airport; providing for the deposit of certain of the pro-
ceeds of the Series 1978 Bonds into the Flying Tiger 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
the Series 1978 Bonds as herein directed and directing that due observance of the covenants
herein contained be made by the Board to the extent such covenants are performable by it;
providing and describing events of default and the consequences thereof; providing a method
of amending this Ordinance; ordaining other matters incident and relating to the subject and
purpose hereof; and declaring an emergency.
WHEREAS, the Cities of Dallas and Fort Worth, Texas (hereinafter defined as and called
the "Cities") heretofore determined the then existing commercial aviation and airport facilities
of the Cities, specifically Love Field Airport (hereinafter called and defined as "Love Field")
of the City of Dallas and Greater Southwest International Airport (hereinafter defined as and
called "GSIA") of the City of Fort Worth, to be 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;
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 and hereinafter
defined as the "Contract and Agreement," the Cities continued, expanded and further defined
the powers and duties of the Dallas-Fort Worth Regional Airport Board (hereinafter defined as
and called the "Board") theretofore created; created the "Joint Airport Fund" (as hereinafter
defined) 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 (herein-
after defined as and called the"Airport");
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;
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 related and
essential to the proper functioning of the others;
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 defined as and called the "Flying Tiger Special Facilities") be
acquired, constructed, fabricated, installed and equipped at the Airport for the public using the
Airport, which are functionally related and subordinate to the Airport and constitute a part
of the Airport's essential and necessary systems and facilities;
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");
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);
WHEREAS, it has also been determined necessary and appropriate by the Board that the
Flying Tiger Special Facilities be financed as Special Facilities, within the meaning of the 1968
Concurrent Bond Ordinance, through the issuance of the Special Facility Bonds hereinafter
described, and the Board has requested the Cities to issue bonds as such and for such purposes,
and, in accordance with the procedures and provisions described and provided in the Contract
and Agreement, the Board has executed a certain Flying Tiger Special Facilities Lease Agreement
(hereinafter defined as and called the "Special Facilities Agreement") with The Flying Tiger
Line Inc. (hereinafter defined as and called the "Lessee"), as lessee, the Special Facilities
Agreement being dated as of November 1, 1978, and all of its terms and provisions being hereby
adopted by reference and incorporated herein for all purposes;
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 Flying Tiger 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 Lessee,
as set forth in the Special Facilities Agreement;
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;
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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=-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 "Flying Tiger
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 Special Facilities
Agreement are made a part hereof and shall be fully effective as a part of the ordained subject
matter of this Ordinance and are adopted by the Cities as true and proper determinations and
findings of the Cities.
Section 1.3. RATIFICATION. All actions heretofore taken (not inconsistent with the
provisions hereof) by the Cities, by the Board and by the employees and officers of each directed
toward the Airport and the issuance of the Series 1978 Bonds herein authorized, expressly
including the authorization, execution and delivery of the Special Facilities Agreement by the
Board are hereby ratified, approved, confirmed, accepted and adopted.
ARTICLE 11
Definitions and Construction
Section 2.1. DEFINITIONS. In and throughout this Ordinance, the following words and
expressions shall have the following meanings, respectively, to-wit--
(a) "Additional Bonds" means any Bonds issued for the purposes specified in Section
8.2 hereof.
(b) "Airport" means the Dallas-Fort Worth Regional Airport, also known as the Dallas-
Fort Worth Airport, as aforesaid.
(c) "Average Annual Debt Service Requirements" means that average amount which,
at the time of the issuance of the Bonds, will be required to pay and discharge principal and
interest when due arrived at by dividing the total of such requirements by the number of
years from the date of such calculation until the final maturity on the last series of Bonds
to mature. Interest requirements provided out of the proceeds of Bonds, and funds in the
Flying Tiger Special Facilities Bond Reserve Fund eligible for application against the final
years principal and interest requirements shall not be included in making the aforementioned
computations.
(d) "Board" means the Dallas-Fort Worth Regional Airport Board, as aforesaid.
(e) "Bonds" means the Series 1978 Bonds, the Completion Bonds, the 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.
M "Cities" means collectively the municipal corporations and political bodies and
subdivisions of the State of Texas known as the City of Dallas, in the County of Dallas, and
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the City of Fort Worth, in the County of Tarrant, and such term shall also be deemed to
include and refer to, in all appropriate respects, any successor political body, authority or
subdivision if the Airport shall ever be transferred thereto as permitted by Section 9.3 hereof.
(9) "City Council" or "City Councils" means in each instance the governing body as
from time to time constituted of each of the Cities or the plural thereof shall mean and refer
to the governing bodies of both of the Cities.
(h) "Completion Bonds"means Bonds issued for the purpose of completing the payment
of the Costs of the Initial Special Facilities, or any subsequent Costs of the Special Facilities
for which Additional Bonds have been issued, as permitted in Section 8.1 hereof.
M "Contract and Agreement" means that certain agreement entitled "Contract and
Agreement," entered into actually on April 23, 1968,but effective as of April 15, 1968, by and
between Dallas and Fort Worth, which by its terms continues, expands, and further defines
the powers and duties of the Board, creates the Joint Airport Fund, as herein defined, and
provides for the construction and operation of the Airport.
(j) "Costs of the Special Facilities" or "Costs of the Initial Special Facilities" means
the items of costs described and enumerated in subsection (k) of Section 1.1 of the Special
Facilities Agreement.
(k) "Dallas"means the City of Dallas, Texas.
(1) "Director of Planning and Engineering" means that person who shall from time
to time be in charge of the Board's Planning and Engineering Department.
(m) "Director of Finance"means the Director of Finance of the Board.
(n) "Executive Director" means the chief administrative and executive officer of the
Board as described and required by the Contract and Agreement.
(o) "Event of Default" means any of the events stated in Section 10.1 hereof as events
of default.
(p) "Flying Tiger Special Facilities" means the facilities and properties defined in the
Special Facilities Agreement as the "Special Facilities."
(q) "Flying Tiger Special Facilities Acquisition and Construction Fund" means the
fund by that name created in Section 5.2 of this Ordinance and constituting a part of the
Joint Airport Fund.
(r) "Flying Tiger Special Facilities Bond Interest and Sinking Fund" means the Fund
by that name created in Section 7.2 and constituting a part of the Joint Airport Fund.
(s) "Flying Tiger Special Facilities Bond Reserve Fund" means the fund by that name
created in Section 7.2 of this Ordinance and constituting a part of the Joint Airport Fund.
(t) "Flying Tiger Special Facilities Net Rent Clearance Fund" means the fund by that
name created in Section 7.2 of this Ordinance and constituting a part of the Joint Airport
Fund.
(u) "Fort Worth"means the City of Fort Worth, Texas.
(v) "Ground Rental" means the rent payable to the Board under Section 5.1 of the
Special Facilities Agreement.
(w) "Holder" when used in conjunction with the Bonds or coupons appertaining to the
Bonds, means the person in possession and the apparent owner of the designated item.
(x) "Independent Accountant" means any Certified Public Acountant or firm of
Certified Public Acountants, or both, as determined by the Board, duly licensed to practice
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and practicing as such under the laws of the State of Texas, appointed and paid by the
Board, who is, in fact, independent and not under the dominion of the Board or the Cities.
(y) "Initial Special Facilities" means the facilities and properties defined and described
as such in the Special Facilities Agreement.
W "Investment Securities" means any of the securities from time to time permitted
by the agreement with the Treasurer to be utilized by him as security for the funds of the
Board on deposit with him (except personal bonds), and additionally includes any time
deposits or certificates of deposit of any State Bank or National Banking Association which
are themselves secured by any of the above and foregoing.
(aa) "Joint Airport Fund" means the master fund by that name created by the Cities
for the purpose of accurately and adequately recording and accounting for the ownership,
operations and properties to the joint venture of the Cities evidenced by the Contract and
Agreement, all as described and provided in Section 17 of the Contract and Agreement.
(bb) "Lessee" means The Flying Tiger Line Inc., a Delaware corporation, as aforesaid,
being the Lessee under the Special Facilities Agreement.
(cc) "Net Rent" means the rent payable to the Board under Section 5.2 of the Special
Facilities Agreement and herein pledged to the payment of the Bonds.
(dd) "1968 Concurrent Bond Ordinance" means the Ordinance described and referred
to by that name in the preambles hereof.
(ee) "Paying Agent" or "Paying Agents," with respect to the Series 1978 Bonds,
means First National Bank in Dallas, Dallas, Texas, Continental National Bank of Fort
Worth, Fort Worth, Texas and Citibank, N.A., New York, New York.
(ff) "Pledged Revenues" means the revenues specified in Section 7.1 hereof and
therein pledged to the payment of the Bonds.
(gg) "Refunding Bonds" means any bonds issued for the purposes authorized under
Section 8.3 hereof.
(hh) "Series 1978 Bonds" means the series of Bonds authorized in Article III hereof.
(ii) "Special Facilities Agreement" means the agreement with the Lessee described in
the preambles hereof.
(jj) "Treasurer" means the duly designated Treasurer for the Board and the Joint
Airport Fund as described and contemplated in the Contract and Agreement.
Section 2.2. CONSTRUCTION AND EFFECT OF COVENANTS. This Ordinance, 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.
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(e) All covenants contained herein which require the performance of an affirmative,
common or joint act with respect to the Airport, the Flying Tiger 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.
M 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 interest by Dallas (to the extent of 7/11ths thereof) and by Fort Worth (to the
extent of 4/11ths thereof); and each, and every Holder of Bonds shall by his acceptance
thereof consent and agree that no claim, demand, suit or judgment for the payment of
money, shall ever be asserted, entered or collected against either City individually, except
out of said funds and exceeding in the case of Dallas an amount equal to 7/11ths of the
total amount asserted or demanded, and in the case of Fort Worth an amount equal to
4/11ths of the total amount asserted or demanded.
(g) In the event of a transfer of the Airport to another political body or political
subdivision, as permitted by Section 9.3 hereof, the governing board of such political body,
when operating the Airport under and subject to the provisions of this Ordinance, shall be
obligated to perform all of the covenants and duties hereof imposed upon the Cities
themselves or upon the Cities acting through the Board, and shall be authorized to exercise
the rights reserved herein to the Cities or to the Board in such manner as may be appropriate
and consistent with its usual and customary methods 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, fabricating, 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, equip
and install (original or replacement) other Flying Tiger 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 Land," as defined in the Special Facilities Agreement, or any part thereof, through
the execution of other agreements with other parties, or the Lessee.
ARTICLE Ell
Series 1978 Bonds
Section 3.1. AUTHORIZATION. (a) For the purpose of providing funds with which to
pay the Costs of the Initial Special Facilities, as contemplated by the Special 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 Flying Tiger Special
Facilities Revenue Bonds, Series 1978" (hereinabove defined as the "Series 1978 Bonds"), in
the aggregate principal amount of $6,500,000 payable both as to principal and interest solely
out of Pledged Revenues, as described, defined and pledged herein.
(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, Article
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1269j-5.1, Article 1269j-5.2, Article 46d, and other applicable provisions of Vernon's Texas Civil
Statutes,as amended.
Section 3.2. DATE, DENOMINATION, MATURITIES AND INTEREST RATES. The
Series 1978 Bonds shall be dated November 1, 1978, shall be in the denomination of $5,000 each,
shall consist of 1300 Bonds numbered in direct numerical order from 1 through 1300 and shall
mature and become due and payable on November 1, 2003, and bear interest at the rate of
7.5% per annum from their date to such maturity, unless earlier redeemed as provided
hereinbelow. Interest at such rate shall be evidenced by coupons initially attached to each of the
Series 1978 Bonds payable on May 1, 1979, and semi-annually thereafter on each November 1
and May 1.
Section 3.3. PAYING AGENTS. 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. How-
ever, principal of Series 1978 Bonds registered as to principal shall be payable solely at the office
of the Registrar, First National Bank in Dallas, Dallas, Texas.
Section 3.4. PRIOR REDEMPTION. (a) The Series 1978 Bonds may be redeemed by the
Cities upon the request of the Lessee, prior to their stated maturity in whole at any time on or
after November 1, 1988, or in part by lot on November 1, 1988, and on any interest payment
date thereafter, from any moneys (other than the moneys on deposit in the Flying Tiger 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
(Both Dates Included) 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 Y2
November 1, 1992 through October 31, 1993 ........................................................ 101
November 1, 1993 through October 31, 1994 ........................................................ 100%
November 1; 1994 and thereafter ............................................................................ 100
(b) Apart from the Cities' right and option upon the request of the Lessee of redeeming
Series 1978 Bonds as provided in subsection (a), above, Series 1978 Bonds are further subject to
the following mandatory redemption provisions, to-wit:
(i) Series 1978 Bonds 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 principal amount of
Series 1978 Bonds as are hereinbelow designated for each such year and shall redeem the
principal amount of 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
paragraph (ii) of subsection (a) of Section 7.3 of this Ordinance. The years and the corre-
sponding principal amount of Series 1978 Bonds to be thus selected and mandatorily
redeemed in each such year, respectively, are as follows, to-wit:
Redemption Principal
Years Amounts
1994 .......................................................................................................... $450,000
1995 .................... ..................................................................................... 500,000
1996 ....................................................................................... .................. 550,000
1997 .......................................................................................................... 600,000
1998 ........ ................... .................................................................. .......... 600,000
1999 ......................................... .................................................... ........... 650,000
2000 ........................................................................................................_ 700,000
2001 .......................................................................................................... 750,000
2002 ............... .......................................................................................... 800,000
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The Series 1978 Bonds remaining unelected for redemption on November 1, 2002, shall be
paid on the date of their stated maturity from the moneys to be deposited into the Flying
Tiger Special Facilities Bond Interest and Sinking Fund during the period 2002-2003,
pursuant to paragraph (ii) of subsection (a) of Section 7.3 of this Ordinance.
(U**) Such of Series 1978 Bonds as are redeemed pursuant to this subsection shall
be redeemed at a price equal to the principal amount thereof, plus accrued interest to the
date of redemption and without premium. If in any year in which the Cities, acting through
the Board, are required to redeem Series 1978 Bonds pursuant to the mandatory provisions
of this subsection, 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 for a price less than 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 said
Series 1978 Bonds, as aforesaid, and the principal amount of the Series 1978 Bonds thus
purchased shall be deducted from the principal amount required to be redeemed that year.
(iii) In the event of an optional redemption from other moneys as authorized by sub-
section (a), above, of less than all of the Series 1978 Bonds, the principal amount of
Series 1978 Bonds thus optionally redeemed shall proportionately reduce the principal
amount of the Series 1978 Bonds required to be selected and mandatorily redeemed each
year and to be paid at the stated maturity.
(c) 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, or by reason of subsection (d) below, 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.
A similar notice shall be mailed by the Board, postage prepaid, not less than 30 days prior to the
redemption date, to the registered owner of each of the Series 1978 Bonds to be redeemed which
is registered as to principal alone, addressed to such owner at the address appearing on the
bond registration books maintained by the Bond Registrar, but failure to mail or receive such
notice, or any defect therein or in the mailing thereof, shall not affect the validity of the proceed-
ings for the redemption of such Series 1978 Bonds. By the date fixed for any such redemption,
due provision shall be made with the Paying Agents for the payment of the principal amount
of the Series 1978 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 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.
(d) 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 breach
of the covenant made in Section 7.6 hereof. The redemption price of the Series 1978 Bonds
redeemed pursuant to this subsection (d) shall be the principal amount thereof, plus accrued
interest to the date of redemption.
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 and the Certificate of
Registration 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:
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(FORM OF SERIES 1978 BONDS)
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND TARRANT
DALLAS-FORT WORTH REGIONAL AIRPORT
FLYING TIGER SPECIAL FACILITIES REVENUE BOND
SERIES 1978
No. . . . . . . . . $5,000
On the 1st day of November, 2003, 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 7.5% per annum, evidenced by initially attached coupons payable May 1,
1979, and semi-annually thereafter on each November 1 and May 1. The principal of this bond,
unless this bond be registered as to principal alone, and the interest coupons appertaining hereto
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 First National Bank in Dallas, Dallas,
Texas, or at the option of the holder at the Continental National Bank of Fort Worth, Fort
Worth, Texas or at Citibank, N.A., New York, New York, without exchange or collection
charges to the bearer hereof. If this bond be registered as to principal, such principal shall be
paid to the registered owner shown on the bond registration books of the Cities kept by the
Bond Registrar (hereinafter defined), without exchange or collection charges to the owner
hereof, upon the presentation and surrender of this bond to First National Bank in Dallas,
Dallas, Texas.
The bonds of this series (herein called the "Series 1978 Bonds") may be redeemed, at the
option of the Cities, prior to their stated maturity in whole at any time on or after November 1,
1988, or in part by lot 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 redemption prices (expressed as percentages of their face principal amount) set forth in the
schedule below, together with unpaid interest accrued to the date of redemption, to-wit:
Redemption Period
(Dates Inclusive) Redemption Price
November 1, 1988 through October 31, 1989 ........................................................ 103 %
November 1, 1989 through October 31, 1990 ........................................................ 1021h
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 ........................................................ 100%
November 1, 1994 and thereafter ............................................................................ 100
Additionally, the Series 1978 Bonds are subject to certain mandatory redemption require-
ments provided and established in the jointly adopted ordinance of the Cities known by the
short title, "Flying Tiger Special Facilities Bond Ordinance" (the "Ordinance") authorizing the
Series 1978 Bonds. Under such provisions, a specified principal amount of bonds shall be selected
by lot and mandatorily redeemed prior to their stated maturities in the years 1994 through
2002 for a redemption price equal to the principal amount thereof and accrued interest to the
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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. In the event
of an optional redemption of less than all of the Series 1978 Bonds, the principal of Series 1978
Bonds optionally redeemed shall proportionately reduce the principal amount of the Series 1978
Bonds required to be mandatorily redeemed each year and paid at the stated maturity. Said
mandatory redemptions and payments at maturity shall be accomplished from moneys required
by said Ordinance to be deposited into the interest and sinking fund for Series 1978 Bonds.
In addition, 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 an 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 Board, acting on behalf
of the Cities, will not expend the proceeds of the Series 1978 Bonds for any purpose or under-
take, or permit The Flying Tiger Line Inc. to undertake or permit, any act or use of the facilities
financed with the proceeds of the Series 1978 Bonds which has the effect of causing or allowing
such facilities to be or become facilities which are not included among those set forth and
described in Section 103(b)(4) of the Internal Revenue Code of 1954, as amended, and the
regulations and rulings applicable thereto.
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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 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 out-
standing 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 November 1, 1978, numbered from
1 through 1300, in the denomination of $5,000 each, aggregating $6,500,000, issued by the Cities
for the purpose of providing funds for the purpose of acquiring, constructing, fabricating, equip-
ping and installing certain air cargo, apron and taxiway and related 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 defined as "Pledged Revenues," which term includes certain net rents
to be derived by the Dallas-Fort Worth Regional Airport Board (the "Board") under and pur-
suant to the terms of a certain Flying Tiger Special Facilities Lease Agreement, dated as of
November 1, 1978, between the Board and The Flying Tiger Line Inc. Said Pledged Revenues,
including said net rent, will be on deposit from time to time in various funds created and con-
firmed in and pursuant to the Ordinance, and are unconditionally and irrevocably committed and
pledged to the purposes specified for said funds, including the payment of the Series 1978 Bonds,
and other bonds, if any, which may be issued under the Ordinance. Reference is made to the
Ordinance and to said Flying Tiger Special Facilities Lease Agreement for a further description
of Pledged Revenues and said net rent, the nature and extent of the security thereof, a statement
of the rights, duties and obligations of each of the Cities, 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.
The Flying Tiger Line Inc. has unconditionally guaranteed to First National Bank in Dallas,
Dallas, Texas, as Trustee on behalf of the holders of the Series 1978 Bonds and the coupons
10
appertaining thereto the payment of the principal of and premium, if any, and interest on the
Series 1978 Bonds pursuant to a certain Guaranty Agreement between said parties dated as
of November 1, 1978. Reference is made to such Guaranty Agreement for a further description of
the rights of bondholders and the obligations of The Flying Tiger Line Inc. thereunder.
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.
This bond, until and unless registered as to principal, shall be transferable by delivery and,
at the option of the bearer may be registered as to principal alone on the bond registration
books of the Cities kept by First National Bank in Dallas, Dallas, Texas, or its successor as
Bond Registrar, upon presentation hereof to the Bond Registrar, which shall make notation of
such registration in the registration blanks provided on the back of this bond, and thereafter
this bond may be transferred only upon a duly executed assignment in such form as shall be
satisfactory to the Bond Registrar, such transfer to be made on such bond registration books
and endorsed hereon by the Bond Registrar. Any transfer may be to bearer and thereby trans-
ferability by delivery shall be restored, but this bond shall again be subject to successive registra-
tion and transfers as before. The principal of this bond, if registered, unless registered to bearer,
shall be payable only to or upon the order of the registered owner or his legal representative.
Notwithstanding the registration of this bond as to principal, the interest coupons appertaining
hereto shall remain payable to bearer and shall continue to be transferable by delivery. For every
transfer, the Bond Registrar may make a charge to the owner of this bond sufficient to reimburse
it for any tax, fee, or governmental charge required to be paid with respect thereto. Registration
of the principal of this bond shall not affect or impair the negotiability of this bond or the interest
coupons appertaining thereto, which shall at all times be negotiable instruments within the
meaning of the Texas Uniform Commercial Code.
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 Flying Tiger Special Facilities Lease Agreement have been
done, do exist and have been performed as so required.
IN WITNESS WHEREOF, the City Council of the City of Dallas, Texas, has caused the
seal of that City to be impressed, printed or lithographed hereon and this bond to be signed by
the facsimile signature of its Mayor and countersigned by the facsimile 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: Mayor, City of Dalias, Texas
City Auditor, City of Dallas,Texas
/s/
City Secretary, City of Dallas, Texas
Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
/s/
City Secretary, City of Fort Worth,Texas
APPROVED AS TO FORM AND LEGALITY:
City Attorney, City of Fort Worth,Texas
(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 First National Bank in Dallas, Dallas, Texas, or Continental
National Bank of Fort Worth, Fort Worth, Texas or Citibank, N.A., New York, New York,
without exchange or collection charges to the bearer hereof, the sum specified on this coupon, M
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 Flying Tiger Special Facilities
Revenue Bonds, Series 1978," dated November 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. ......... ............
COUNTERSIGN-ED: Mayor, City of Dallas, Texas
/s/
City Auditor, City of Dallas, Texas
Mayor, City of Fort Worth, Texas
COUNTERSIGNED:
City Secretary, City of Fort Worth,Texas
(FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE)
Office of Comptroller
State of Texas
REGISTER NO. ....... ................
I hereby certify that this bond has been examined, certified as to validity and approved by
the Attorney General of the State of Texas in accordance with his written approving certificate
on file in my office; and that this bond has been by me this day registered as required by law.
WITNESS my signature and seal this .............................................................
/s/
Comptroller of Public Accounts
of the State of Texas
12
(FORM OF CERTIFICATE OF REGISTRATION)
(NO WRITING TO BE MADE HEREON EXCEPT BY THE
REGISTRAR DESIGNATED FOR THIS SERIES OF BONDS)
CERTIFICATE OF REGISTRATION
IT Is HEREBY CERTIFIED that, at the request of the holder of the within bond, I have
this day registered it as to principal in the name of such holder as indicated in the registration
blank below, on the books kept by me for such purpose. The principal of this bond shall be
payable only to the registered holder hereof named in the below registration blank or his legal
representative and this bond shall be transferable only on the bond registration books kept by
the Bond Registrar and by an appropriate notation in such registration blank. If the last transfer
recorded on said bond registration books and in the below registration blank shall be to bearer,
the principal of this bond shall be payable to bearer and it shall be in all respects negotiable.
In no case shall negotiability of the coupons attached hereto be affected by any registration
as to principal.
Date of
Name of Registered Holder Registration Signature of Registrar
[SEAL]
ARTICLE IV
Execution,Approval,Registration,Sale and Delivery of Series 1.978 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
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 the City, and its
corporate seal shall be impressed, printed or lithographed upon each bond. The respective signa-
tures 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 pertain-
ing 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
13
such instruments 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 registra-
tion 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 Certifi-
cate prescribed herein to be printed and endorsed on each Series 1978 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.
Section 4.3. SALE, APPROVAL OF CONTRACT OF PURCHASE. (a) The Series 1978
Bonds are hereby sold in accordance with law and shall be delivered to Goldman, Sachs & Co.,
for a price of $6,370,000 (which price represents the $6,500,000 aggregate principal amount of
the Series 1978 Bonds, less the discount of $130,000), 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.
(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.
ARTICLE V
Disposition of Bond Proceeds, Uses and Withdrawals
Section 5.1. INTEREST DURING ACQUISITION AND CONSTRUCTION. (a) The
amount equal to the interest to become due on the Series 1978 Bonds to November 1, 1979, is
hereby appropriated from the proceeds of the sale of the Series 1978 Bonds and ordered to be
deposited to the credit of the Flying Tiger Special Facilities Bond Interest and Sinking Fund
(hereinafter called the "Bond Interest and Sinking Fund"). If it shall become necessary to
remove or withhold the amount required to be appropriated by this subsection (a) from the
custody of the Treasurer in order to comply with the requirements of Section 7.5(b) hereof,
or for any other reason, then, upon written order of the Director of Finance, that part of the
Bond 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 Bond 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
on the Series 1978 Bonds, shall be invested from time to time in investment securities as may
be directed by the Board; provided however that no such investment shall be made which will
be inconsistent with the requirements of Section 7.5(b). To the extent that this Section is
inconsistent with the provisions of the Contract and Agreement or the Special Facilities Agree-
ment, then the Contract and Agreement and Special Facilities Agreement are 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, a sum equal to the Average Annual
Debt Service Requirements on the Series 1978 Bonds shall be deposited into the Flying Tiger
Special Facilities Bond Reserve Fund (hereinafter called the "Bond Reserve Fund") and used,
14
applied and devoted to the purposes specified elsewhere herein for money on deposit in said Fund.
Said amount shall be the maximum amount required to be on deposit therein by reason of the
Series 1978 Bonds. Additional deposits may be required to be made thereto in accordance with
ordinances authorizing Completion Bonds, Additional Bonds or Refunding Bonds. Additionally,
any such ordinance may also provide that the maximum amount required to be on deposit in said
Bond Reserve Fund shall never be greater than an amount equal to the Average Annual Debt
Service Requirements on all Bonds from time to time outstanding.
Section 5.2. FLYING TIGER SPECIAL FACILITIES ACQUISITION AND CON-
STRUCTION FUND. Except as otherwise provided in Section 5.1, hereof, all proceeds from the
sale of the Series 1978 Bonds shall be deposited promptly upon the receipt thereof in the Flying
Tiger Special Facilities Acquisition and Construction Fund (hereinafter called the "Construction
Fund"), which is hereby created 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 Initial Special Facilities.
Section 5.3. DISBURSEMENTS FROM CONSTRUCTION FUND; SURPLUS. (a) Before
any moneys shall be withdrawn or any payments shall be made from the Construction Fund for
Costs of the Initial Special Facilities which directly relate to the physical construction and
equipment thereof there shall be filed with and approved by the Executive Director or his
designee:
W a voucher which may contain any number of items signed by the Board's Director
of Planning and Engineering and stating in respect of each item to be paid:
(a) the item number of the payment;
(b) the name of the person to whom payment is due;
(c) the amount or amounts to be paid;
(d) the purpose for which the obligation to be paid was incurred in such detail as
shall be satisfactory to the Director of Finance; and
(ii) a certificate signed by the Board's Director of Planning and Engineering and
attached to the voucher certifying:
(a) that the obligations in the stated amounts have,been incurred by the Board
and that each item thereof is a proper charge against the Construction Fund and has
not been paid;
(b) that there has not been filed with or served on the Board any notice of lien,
right of lien, or attachment upon or claim affecting the right to receive payment of any
moneys payable to any person named in such voucher which has not been released or
will not be released simultaneously with the payment of such obligations;
W that such voucher contains no payment on account of any retained percentage
which the Board at the date of such certificate is entitled to retain; and
(d) that insofar as any such obligation was incurred for work, materials, equip-
ment or supplies such work was actually performed in the furtherance of the Initial
Special Facilities or delivered at a site.thereof for that purpose or delivered for storage
or fabrication at a place or places approved by the person signing the certificate and
under the control of the Board.
If the Executive Director or his designee shall determine that such voucher and certificate
are in the form and contain the information required by this paragraph, and that such payments
are due, he shall be authorized to make payment thereof in such manner as is customarily
employed by the Board for the payment of other expenses thereof.
(b) Before any moneys shall be withdrawn or any payments shall be made from the
Construction Fund for Costs of the Initial Special Facilities other than those contemplated in
paragraph (a), above, including expenses of administration and other items included as a part
of the term Costs of the Initial Special Facilities, as defined in this Ordinance, the Board shall
adopt and maintain a current Schedule of Construction Fund Uses. Moneys within the Construc-
tion Fund may be expended for such purposes at such times as expenditures may be required upon
the execution of a certificate by the Executive Director or his designee to the effect that such
expenditures are itemized in or contemplated by such Schedule of Construction Fund Uses. Other-
wise, such expenditures shall not be made unless the expenditure thereof shall be approved by
resolution adopted by the Board, which resolution shall recite that the expenditure is a proper
Cost of the Initial Special Facilities.
(c) When the Initial Special Facilities shall have been completed in accordance with the
plans and specifications thereof, and when all amounts due therefor,including all proper incidental
expenses, shall have been paid, the Board's Director of Planning and Engineering shall file with
the Executive Director and the Board a certificate so stating, and thereupon the Board shall
cause the transfer of all moneys remaining in the Construction Fund, if any, to the Bond
Interest and Sinking Fund.
ARTICLE VI
Special Facilities Agreement, Collection of Net Rent
Section 6.1. SPECIAL FACILITIES AGREEMENT. The Cities covenant and warrant
(i) that the Special Facilities Agreement has been duly and lawfully entered into, executed and
delivered by the Cities acting by and through the Board and represents a valid and subsisting
agreement of the Cities, the Board and the Lessee,enforceable in accordance with its terms except
as may be limited by bankruptcy, insolvency or other laws affecting creditors rights generally;
(ii) that this Ordinance has been approved by the Lessee in conformity with the requirements
of the Special Facilities Agreement; (iii) that during any period during which Bonds are out-
standing under this Ordinance, neither the Cities nor the Board will consent to or grant any
modification of, or amendment or concession to, by supplemental or amendatory agreement or
otherwise, the provisions of paragraph (a) and (c) of Section 5.2 of the Special Facilities Agree-
ment; (iv) that, during any period during which Bonds are outstanding under this Ordinance,
neither the Cities nor the Board will consent to or grant any modification of, or amendment or
concession to, by supplemental or amendatory agreement or otherwise, any other provision of the
Special Facilities Agreement, which modification, amendment or concession would have the
effect of reducing, altering or modifying the obligations and commitments of the Lessee contained
in paragraphs (a) and (c) of Section 5.2 of the Special 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 (v) that the Cities and the Board will strictly observe and abide
by their commitments contained in the Special Facilities Agreement and will strictly enforce
the obligations of the Lessee thereunder.
Section 6.2. COLLECTION OF NET RENT. The Cities, acting by and through the Board,
shall through appropriate billings, statements or otherwise, furnished and delivered to the
Lessee, cause the Net Rent payable under the Special Facilities Agreement to be collected by the
Board not less than one (1) full business day prior to the date specified in Article VII hereof for
the deposit or transfer into the various funds created therein for the purposes described, and the
dates on which such collections are required and the amounts required by said Article VII hereof
for the purposes of this Ordinance and for the purpose of subsection (a) of Section 5.2 and all
other relevant subsections and sections of the Special Facilities Agreement shall be the due date
for the payment and collection of Net Rent and the times and amounts payable thereunder.
16
AR'T'ICLE VII
Pledge, Special Funds, Flow of Funds
Section 7.1. PLEDGE. The Bonds shall be and are hereby declared to be payable solely
from and secured by an irrevocable first and superior lien on and pledge of (a) the Net Rent
(except that part received on account of the costs and charges of any Paying Agent or Paying
Agents) and the special funds herein created in which Net Rent from time to time shall be on
deposit as herein required; (b) any amounts on deposit in the special funds herein created and
credited against the Net Rent payable by Lessee, under paragraph (b) of Section 5.2 of the
Special Facilities Agreement; and (c) in the event of a default in the payment of Net Rent by the
Lessee under the Special Facilities Agreement, then the gross receipts (equal to the amount of
the Net Rent payable under the terms of the Special Facilities Agreement), derived by the Board
from the exercise of any remedy on default specified or permitted by Section 7.2 of the Special
Facilities Agreement. All of the items of money described above are herein collectively called and
defined as the "Pledged Revenues."
Section 7.2. SPECIAL FUNDS. In addition to the Construction Fund and the other funds
heretofore and hereafter established as a part of the Joint Airport Fund pursuant to the Contract
and Agreement, the 1968 Concurrent Bond Ordinance and other ordinances authorizing bonds
relating to the Airport, the Cities hereby establish within the Joint Airport Fund and direct
that the same be maintained by the Board the following special funds, to wit:
(a) Flying Tiger Special Facilities Net Rent Clearance Fund (hereinafter called "Net
Rent Clearance Fund");
(b) Flying Tiger Special Facilities Bond Interest and Sinking Fund (hereinbefore and
hereinafter called the "Bond Interest and Sinking Fund"); and
(c) Flying Tiger Special Facilities Bond Reserve Fund (hereinbefore and hereinafter
called the "Bond Reserve Fund").
Section 7.3. FLOW OF FUNDS. That portion of Pledged Revenues credited against the Net
Rent payable by Lessee under subsection (b) of Section 5.2 of the Special Facilities Agreement
shall at all times remain in or be transferred to the appropriate funds created in and as directed by
this Ordinance. Net Rent shall be collected by the Board and shall be paid by the Lessee in the
amounts and on the dates required by Section 6.2 hereof and, as collected, shall be held in the
Net Rent Clearance Fund within the Joint Airport Fund, and the Board shall make necessary
deposits and transfers thereof in the order of the following subsections and on the dates and
in the amounts indicated,to wit:
(a) The Board shall make transfers to the Bond Interest and Sinking Fund, after
accounting for any moneys already on deposit therein and available for the purposes, as
aforesaid, as follows, to wit:
(i) Beginning on October 1, 1979, and on the first 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, 1980, and on each succeeding
interest payment thereafter.
(ii) Beginning on October 1, 1993, 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:
17
Period Amounts
1993-1994 ................................................................ $450,000
1994-1995 ................................................................ 500,000
1995-1996 ...... .............. .......................................... 550,000
1996-1997 -.............................................................. 600,000
1997-1998 ................................................................ 600,000
1998-1999 ................................................................ 650,000
1999-2000 ................................................................ 700,000
2000-2001 ................................................................ 750,000
2001-2002 ................................................................ 800,000
2002-2003 ................................................................ 900,000
If the Cities shall have redeemed some, but less than all, of 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 Bond Interest and Sinking
Fund under this sub-paragraph (ii) shall be proportionately reduced to the amount
necessary in each year to provide funds with which to mandatorily redeem in each
year the remaining unredeemed Series 1978 Bonds or to pay the unredeemed Series
1978 Bonds at maturity, in accordance with the provisions of Section 3.4(b) (i), as
adjusted by subsection (b) (iii) of said Section.
(iii) Beginning at the times stated and required in any subsequent ordinance
authorizing Completion Bonds, Additional Bonds or Refunding Bonds, the Board shall
deposit the amounts required to be deposited in accordance with any such ordinance.
(b) On the first day of each month hereafter, after making any transfers required by
subsection (a), next above, the Board shall be authorized and required to pay from Pledged
Revenues any fees of the Paying Agents for the Bonds or any other fees or charges authorized
or permitted which may be or will become due during the month.
(c) During any period during which Bonds are outstanding and so long as the 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 established by this Ordinance
and any ordinance authorizing other Bonds, then any surplus amounts in the 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.
(d) In the event the Series 1978 Bonds shall be called for redemption in accordance
with the provisions of Section 3.4(d) hereof, the Board shall cause to be deposited into the
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 1978 Bonds. Such amounts shall be deposited at least five (5) days prior to the date
set for such redemption.
(e) In the event the principal of all the Bonds then outstanding, and the accrued
interest thereon, shall be declared immediately due and payable pursuant to paragraph (c)
of Section 10.2, the Board shall cause to be deposited into the Bond Interest and Sinking
Fund such amounts necessary, after taking into consideration the amounts in all special
funds created hereunder and available therefore, to redeem the Bonds.
Section 7.4. USES OF FUNDS. Moneys on deposit to the credit of the Bond Interest and
Sinking Fund and the Bond Reserve Fund shall be used for the purposes and uses specified in
this Section 7.4, as follows:
(a) BOND INTEREST AND SINKING FUND. Moneys on deposit in the Bond
Interest and Sinking Fund each year shall be used solely and exclusively for the purposes
of paying the interest on and principal of the Bonds as such interest and principal become
due. Additionally, such amounts as shall be required for the purpose, shall be used for the
purpose of mandatorily redeeming Series 1978 Bonds as prescribed in Section 3.4(b) and
Section 3.4(d) hereof and in any future ordinances requiring mandatory redemption of
Bonds. The Director of Finance shall make transfers of the funds on deposit therein to the
Paying Agents for such purposes at least five (5) days prior to the due date thereof.
(b) BOND RESERVE FUND. For as long as any of the Bonds shall be outstanding
(or provision for the payment thereof has not been made) the Bond Reserve Fund shall be
held as a reserve for the payment of principal and interest on the Bonds when and if
Pledged Revenues on deposit in the Bond Interest and Sinking Fund shall not be sufficient
for such purposes. If such deficiencies occur, the Director of Finance shall transfer money
on deposit in the Bond Reserve Fund to the Bond Interest and Sinking Fund for the uses
specified for that Fund, and the deficiency thus occurring in the Bond Reserve Fund shall
be restored at the times required by paragraph (c) of Section 7.3 hereof. At such time as
moneys on deposit in the Bond Reserve Fund, together with moneys in the Bond Interest
and Sinking Fund not needed for the purpose of paying previously matured interest coupons,
matured Bonds or redemption premiums are sufficient to pay the principal, interest and
redemption premiums, if any, on all outstanding Bonds, then at such time such moneys on
deposit in the Bond Reserve Fund shall be deposited to the Bond Interest and Sinking
Fund for the purpose of paying the principal, interest and redemption premium, if any,
on such Bonds, and in the event of such deposit the resulting deficiency in the Bond
Reserve Fund need not be restored.
Section 7.5. SECURITY AND INVESTMENT OF FUNDS. (a) For so long as moneys
relating to the Flying Tiger Special Facilities and the Bonds on deposit in the Joint Airport
Fund shall be held by the Treasurer, the same shall be secured in the manner provided by the
agreement from time to time in effect between the Board and the Treasurer. In the event the
Cities shall elect to place the moneys in said Fund, or any part thereof elsewhere, the same shall
be secured at all times in the manner provided by law for other public funds, and, except for
current requirements, shall be continually invested in appropriate Investment Securities. Earnings
on the Construction Fund shall be retained therein as aforesaid. Earnings on the Bond Interest
and Sinking Fund shall be retained therein and shall be applied in the reduction of the Net Rent
required to be collected under the Special Facilities Agreement. Earnings on the Bond Reserve
Fund shall be deposited to the credit of said Fund until such time as the then maximum amount
required to be on deposit therein shall be established therein, and any excess earnings shall be
transferred to the Bond Interest and Sinking Fund and shall be applied in reduction of the
Net Rent to be collected under the Special Facilities Agreement.
(b) The Cities certify that based on facts, estimates and circumstances expected to exist on
the date of the issue of the Series 1978 Bonds it is not reasonable to anticipate that the proceeds
thereof will be used in a manner which would cause them to be "arbitrage bonds" within the
meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or regulations
thereunder applicable thereto, and the officers charged with such responsibilities in the issuance
of bonds are authorized and directed to make, execute and deliver certifications as to facts,
estimates and circumstances in existence as of the date of the issue of said bonds and stating
whether there are any facts, estimates or circumstances which would materially change the
Cities' present expectations. Additionally the Cities covenant that throughout the term of the
Series 1978 Bonds they will diligently comply with the requirements of Section 103(c) of the
Internal Revenue Code of 1954, as amended, or regulations thereunder applicable thereto, so
that the Series 1978 Bonds will not at any time become arbitrage bonds.
19
(c) 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 (b), 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 or the Special Facilities Agreement, then the Contract and Agreement and Special
Facilities Agreement are hereby amended to accommodate the requirements of this Section.
Section 7.6. 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 undertake or permit, any act or use of the Leased Premises which has the effect of causing
or allowing the Flying Tiger Special Facilities to be or become facilities which are not included
withia those set forth and described in Section 103(b) (4) of the Internal Revenue Code of 1954,
as amended, and the regulations and rulings applicable thereto. These covenants are made for
the benefit of the Holders from time to time of the Series 1978 Bonds and may be relied upon
by said Holders and by bond counsel for the Cities.
ARTICLE VIII
Completion Bonds,Additional Bonds and Refunding Bonds
Section 8.1. COMPLETION BONDS. (a) The Cities reserve the right to issue Completion
Bonds payable from Pledged Revenues for the purpose of completing (i) the payment of the
Costs of the Initial Special Facilities; and (ii) the payment of the Costs of the Special Facilities
in connection with any project for which Additional Bonds have been issued
(b) Completion Bonds shall be on a parity as to lien on Pledged Revenues with and shall
have the same rights and privileges hereunder as the Series 1978 Bonds and any Additional
Bonds and Refunding Bonds issued hereunder. Completion Bonds may be issued upon and subject
to the following covenants and conditions, to wit:
(i) The Cities shall include within the principal amount of each issue the amount
necessary to cause the Bond Reserve Fund to have on deposit therein an amount equal to
the Average Annual Debt Service Requirements on the outstanding Series 1978 Bonds,
Additional Bonds, Completion Bonds and Refunding Bonds previously issued and the
Completion Bonds being issued.
(ii) The Executive Director of the Board shall execute a certificate stating in effect
that the Lessee is not in default under the Special Facilities Agreement and that the Cities'
right to issue Completion Bonds with the effect as to the payment of increased Net Rent
thereunder has not been altered, rescinded, amended or changed by the Lessee, the Board
or the Cities.
(iii) The issuance of any Completion Bonds shall be approved by the Lessee in the
manner required by the Special Facilities Agreement, as evidenced by a written instrument
executed by the Executive Director of the Board and the Lessee under which the Net Rent
under the Special Facilities Agreement will be increased in an amount sufficient to pay all
principal of and interest on the Bonds to be outstanding as the same mature and become
due or are required to be mandatorily redeemed.
(iv) Completion Bonds shall mature on the same day and month, and bear interest
payable on the same days and months as the Series 1978 Bonds.
20
Section 8.2. ADDITIONAL BONDS. (a) In addition to said right reserved to issue
Completion Bonds, as provided in Section 8.1, the Cities reserve the right to issue Additional
Bonds payable from Pledged Revenues for the purposes specified in the Special Facilities
Agreement.
(b) Additional Bonds shall be on a parity as to lien on Pledged Revenues with and shall
have the same rights and privileges hereunder as the Series 1978 Bonds, any Completion Bonds
and any Refunding Bonds issued hereunder. Additional Bonds may be issued upon and subject
to the following covenants and conditions, to-wit:
(i) The Cities shah include within the principal amount of each issue the amount
necessary to cause the Bond Reserve Fund to have on deposit therein an amount equal to
the Average Annual Debt Service Requirements on the outstanding Series 1978 Bonds,
Additional Bonds, Completion Bonds and Refunding Bonds previously issued and the
Additional Bonds being issued.
(ii) The Executive Director of the Board shall execute a certificate stating in effect
that the Lessee is not in default under the Special Facilities Agreement and that the Cities'
right to issue Additional Bonds with the effect as to the payment of increased Net Rent
thereunder has not been altered, rescinded, amended or changed by the Lessee, the Board
or the Cities.
(iii) The issuance of any Additional Bonds shall be approved by the Lessee in the
manner required by the Special Facilities Agreement, as evidenced by a written instrument
executed by the Executive Director of the Board and the Lessee under which the Net Rent
under the Special Facilities Agreement will be increased in an amount sufficient to pay all
principal of and interest on the Bonds to be outstanding as the same mature and become
due or are required to be mandatorily redeemed.
(iv) Additional Bonds shall mature on the same day and month, and bear interest pay-
able on the same days and months as the Series 1978 Bonds.
Section 8.3. REFUNDING BONDS. In addition to the Bonds authorized in Sections 8.1
and 8.2, the Cities shall have the right in accordance with any applicable law to issue Refunding
Bonds in any manner authorized by law to refund any part or all of any outstanding Bonds at
any time the Cities consider appropriate, provided that no Refunding Bonds shall be issued which
will have a lien on Pledged Revenues prior and superior to any Bonds which will remain out-
standing after the refunding.
Section 8.4. NO FURTHER ENCUMBRANCES OF PLEDGED REVENUES. Except
through the issuance of Completion Bonds, Additional Bonds or Refunding Bonds, the Cities will
not in any manner pledge or further encumber the Pledged Revenues herein committed to the
payment of Bonds. However, this covenant shall not in any manner reduce, limit or otherwise
alter the rights reserved by the Cities in Section 2.2(h) hereof.
ARTICLE IX
Afiseellaneous Covenants
Section 9.1. COMPLETION OF THE INITIAL SPECIAL FACILITIES. The Cities, to
every extent they lawfully may do so, covenant and agree to proceed without delay to commence
and complete the Initial Special Facilities to the extent of the proceeds of the Series 1978 Bonds
and Completion Bonds, if issued by the Cities, together with the funds of the Lessee pursuant
to Section 3.4 of the Special Facilities Agreement.
21
Section 9.2. PAYMENT OF BONDS. Subject to the provisions of Section 2.2(d) and
Section 7.1 hereof, the Cities agree promptly to pay the principal of and premium, if any, and
interest on the Bonds and coupons appertaining thereto.
Section 9.3 TRANSFERS AND ASSIGNMENTS. (a) So long as any Bonds are out-
standing and unpaid, the Cities shall not sell, transfer or dispose of the Flying Tiger Special
Facilities, except for the leasing thereof for operations as a part of the Airport, and for the
disposal of surplus or obsolete property of or as a part of the Airport in the course of exercising
the right specifically reserved under Section 9.6 of the 1968 Concurrent Bond Ordinance, which
includes the provisions of Section 9.6(B), all of which are incorporated by reference herein and
shall be deemed to be a part hereof, wherein the Cities retain, reserve, and shall have the right
and privilege of transferring, selling, leasing or disposing of the entire properties and facilities
constituting the Airport to another political body or political subdivision of the State of Texas,
which shall be authorized by law to own and operate airports, subject to the conditions contained
therein, all of which are incorporated by reference herein and shall be deemed to be a part hereof.
(b) 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 Special
Facilities Agreement, such consent by the Board shall not be given without first obtaining a
written agreement from the Lessee that the Lessee shall remain primarily liable for the Ground
Rental and Net Rent due under the Lease.
Section 9.4. RULES AND REGULATIONS. The Cities shall cause the Board to establish
and enforce reasonable rules and regulations for the use and occupancy, management, control,
operation, care, repair and maintenance of the Airport, including the Flying Tiger Special Faci-
lities, and the Lessee, subject to the Special Facilities Agreement, shall abide by and obey all
applicable rules and regulations including those governing passage over, across and through the
Airport. The Cities shall cause the Board to comply with all valid acts, rules, regulations, orders
and directives of any executive, administrative or judicial body applicable to the Airport, unless
the same shall be contested in good faith, all to the end that it will remain operative at all times.
Section 9.5. BOOKS, AUDITS, INSPECTION. (a) So long as any Bonds remain out-
standing, the Cities shall cause the Board to keep proper books and records and accounts showing
complete and correct entries of all transactions relating to Net Rent, the Flying Tiger Special
Facilities and the Special Facilities Agreement.
(b) The Cities shall require the Board, after the close of each fiscal year, to cause an audit
of such books and accounts to be made by an Independent Accountant, and each such audit shall
include the following:
(i) a complete schedule showing the beginning and ending balance in each of the Funds
created and established hereby;
(ii) all deposits to the credit of and all withdrawals from each Fund created and estab-
lished hereby;
(iii) a list of the insurance policies applicable to the Flying Tiger Special Facilities in
force at the end of the Board's fiscal year.
(c) All expenses incurred in the making of the audits and reports required by this Section
shall be regarded and paid by the Lessee as an expense of operation of the Flying Tiger Special
Facilities. The Board shall furnish promptly (and in any event within sixty (60) days from the
time the audit and report is filed with the Cities) a copy of each of such audits and reports upon
request to any Holder of the Bonds.
22
Section 9.6. MAINTENANCE OF FACILITIES-INSPECTION. The Cities covenant that
they will cause the Lessee to maintain the Flying Tiger Special Facilities at all times in good
order and condition, except for normal wear and tear and to make all necessary and appropriate
repairs thereto, subject to the provisions of the Special Facilities Agreement.
Section 9.7. INSURANCE. The Cities covenant that they will insure or cause to be insured
the Flying Tiger Special Facilities at least to the same extent of coverage as required by the
Special Facilities Agreement with respect to the Initial Special Facilities at all times until all
Bonds secured hereby, and the interest thereon, shall have been paid or provision for such pay-
ment shall have been made. The proceeds of all such insurance shall be applied as provided in
the Special Facilities Agreement with respect to the Initial Special Facilities.
Section 9.8. RATES IN CERTAIN INSTANCES., In the event of a default in the payment
of Net Rent by the Lessee under the Special Facilities Agreement and the Board operates the
Flying Tiger Special Facilities and the gross receipts therefrom (equal to the amount of the Net
Rent payable under the terms of the Special Facilities Agreement) are required to be devoted to
the payment of the Bonds, as contemplated by clause (c) of Section 7.1 hereof, the Board hereby
covenants and agrees to impose and collect with respect to the Flying Tiger Special Facilities
such rates, rentals, fees and charges as shall be sufficient to pay and retire the Bonds and all
interest thereon when and as due and payable and to maintain the amounts required to be on
deposit in the special funds herein created and at the times herein required.
ARTICLE X
Events and Remedies of Default
Section 10.1. EVENTS OF DEFAULT. Each of the following occurrences or events for the
purposes of this Ordinance shall be and is hereby declared to be an "Event of Default," to wit:
(a) The failure to make payment of the principal of or any installment of interest on
any of the Bonds when the same shall become due and payable;
(b) Default in any covenant, undertaking or commitment contained in the Contract
and Agreement, the failure to perform which materially adversely affects the rights of the
Holders of the Bonds, including, but not limited to, their prospect or ability to be repaid in
accordance with the terms and provisions of this Ordinance, and the continuation thereof
for a period of sixty (60) days after notice of such default by any Holder of any Bonds;
(c) The Cities or the Board shall fail, refuse or neglect to enforce the payment by the
Lessee of Net Rent under the Special Facilities Agreement, or otherwise fail, refuse or neglect
to enforce any other provisions of the Special Facilities Agreement in a manner which
materially adversely affects the rights of the Holders of the Bonds, including, but not limited
to, their prospect or ability to be repaid in accordance with the terms and provisions of this
Ordinance, and the continuation thereof for a period of sixty (60) days after notice of such
default by any Holder of any Bonds;
(d) An order or decree shall be entered by a court of competent jurisdiction with the
consent or acquiescence of the Cities appointing a receiver or receivers for the Flying
Tiger Special Facilities or for or of the rentals, rates, revenues, fees or charges derived
therefrom; or if any order or decree having been entered without the consent or acquiescence
of the Cities shall not be vacated, discharged or stayed on appeal within ninety (90) days
after entry; or
(e) The Cities shall default in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Ordinance
23
on their part to be performed, and if such default shall continue for thirty (30) days after
written notice specifying such default and requiring the same to be remedied shall have been
given to the Cities, or to the Board by the Holders of not less than two percentum (2%) in
aggregate principal amount of the Bonds then outstanding.
M The occurrence of an "event of default" under the Special Facilities Lease.
Section 10.2. REMEDIES FOR DEFAULT. (a) Upon the happening and continuance of
any of the Events of Default as provided in Section 10.1 hereof, then and in every case any
Holders of the Bonds, including, but not limited to, a trustee or trustees therefor, may proceed
against the Cities and the Board for the purpose of protecting and enforcing the rights of the
Holders of Bonds or coupons under this Ordinance, by mandamus or other suit, action or special
proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted
by law, including the specific performance of any covenant or agreement contained herein,
or thereby to enjoin any act or thing which may be unlawful or in violation of any right of the
Holders of the Bonds hereunder or any combination of such remedies. It is provided, however,
that all such proceedings at law or in equity shall be instituted, strictly subject to the provisions
of Article II hereof and to Section 7.1 hereof, and shall be had and maintained for the equal
benefit of all Holders of the Bonds and the coupons then outstanding. Each right or privilege of
any Holders of the Bonds (or trustee thereof) shall be in addition to and cumulative of any
other right or privilege and the exercise of any right or privilege by or on behalf of any Holders
shall not be deemed a waiver of any other right or privilege thereof.
(b) Additionally and without limiting the foregoing, upon the happening and continuance
of any of the events of default listed in subsections (a), (c) and (f) of Section 10.1 hereof, the
Holders of more than 50% in aggregate principal amount of the Bonds then outstanding or the
Holders of more than 50% in the aggregate principal amount of the Bonds then outstanding
with respect to which Bonds the Holders are identifiable (following appropriate public notifica-
tion, if necessary, by the Cities or the Board upon request by the Holders of not less than 10%
in aggregate principal amount of the Bonds then outstanding) including, but not limited to, any
trustee or other representatives therefor, may direct the Board and the Cities as to the enforce-
ment of the rights and remedies available to the Board and the Cities under the Special Facilities
Agreement against the Lessee, including, without limitation, the remedies available to the Board
pursuant to Section 7.2 of the Special Facilities Agreement. The Cities hereby covenant to take
action or to cause such action to be taken as such Holders of the Bonds shall direct to enforce the
rights and remedies available to the Cities and the Board under the Special Facilities Agreement
and to protect and enforce the rights of all Holders of Bonds, or coupons.
(c) Additionally and without limiting the foregoing, upon the happening and continuance
of any of the events of default listed in subsection (a) and (f) of Section 10.1, the Holders of not
less than 15 per cent in aggregate principal amount of the Bonds at the time outstanding
shall be entitled, upon notice in writing to the Cities and the Lessee, to declare the principal of all
of the Bonds then outstanding, and the interest accrued thereon, to be due and payable immed-
iately, and upon such declaration the same shall become and shall be immediately due and pay-
able. The right of the Holders of not less than 15 per cent in aggregate principal amount of the
Bonds at the time outstanding to make any such declaration as aforesaid, however, is subject to
the condition that if, at any time after such declaration, all overdue installments of interest upon
the Bonds, and all other sums then payable hereunder (except the principal of, and interest
accrued since the next preceding interest payment date on, the Bonds due and payable solely by
virtue of such declaration) shall either be paid or provision for the payment thereof be made and
all defaults under the Bonds or under the Ordinance (other than the payment of principal and
interest due and payable solely by reason of such declaration) shall be made good, then and in
every such case the Holders of not less than 15 per cent in aggregate principal amount of the
Bonds at the time outstanding, by written notice to the Cities and to Lessee, may rescind such
declaration and annul such default in its entirety.
24
ARTICLE X1
Amendments to Ordinance
Section 11.1. LIMITATIONS. (a) This Ordinance may be amended by concurrent ordi-
nances adopted by the City Councils with the written consent of the Lessee and the Holders of
662/3% of the Bonds outstanding hereunder at the time of the adoptions of such amendatory
ordinance (not including any Bonds then held or owned by the Cities); provided, however, that
no such ordinance shall have the effect of permitting:
(i) an extension of the maturity of any Bonds;
(ii) a reduction in the principal amount of any Bonds, the rate of interest thereon, or
any redemption premium payable thereon;
(iii) the creation of a lien upon or a pledge of revenues ranking superior to the lien or
pledge created hereby;
(iv) a reduction of the principal amount of Bonds required for consent to such amenda-
tory ordinance;
(v) the establishment of priorities among Bonds; or
(vi) the modification of or otherwise affecting the rights of the Holders of less than all
of the Bonds then outstanding.
(b) NOTICE OF AMENDMENT. Whenever the Cities shall propose to amend this Ordi-
nance, the Cities shall cause notice of the proposed amendment to be published one time in a
financial newspaper or financial journal published in the City of New York, New York. Such
notice shall briefly state the nature of the proposed amendment and that a copy thereof is on file
in the office of the Board for public inspection.
(c) TIME FOR AMENDMENT. The Cities may adopt such amendatory ordinance and
the same shall become effective if within one (1) year from the date of the publication of said
notice there is filed with the Board written consent to the adoption thereof executed by the
Holders of at least 662/3%a of the Bonds then outstanding.
(d) BINDING CONSENT. If the Holders of at least 662/3% of the Bonds outstanding have
consented to the adoption of such amendatory ordinance, no Holder of any Bond, whether or not
such Holder shall have consented to or shall have revoked any consent, shall have any right or
interest to object to the adoption of such amendatory ordinance, or to enjoin or restrain the
Cities from taking any action pursuant to the provisions thereof.
(e) TIME CONSENT BINDING. Any consent given by the Holder of a Bond pursuant to
the provisions of this Section shall be irrevocable for a period of six (6) months from the date of
the publication of the notice and shall be conclusive and binding upon all future Holders of the
same Bond during such period. At any time after six (6) months from the date of the publication
of notice, such consent may be revoked by the Holder who gave such consent or by a successor in
title by filing notice of such revocation with the Board, but such revocation shall not be effective
if the Holders of 662,3% of the Bonds outstanding, prior to the attempted revocation, consented
to and approved the amendatory ordinance referred to in such revocation.
(f) PROOF OF INSTRUMENTS. The fact and date of the execution of any instrument
under the provisions of this Section may be proved by the certificate of any officer in any juris-
diction, who by the laws thereof is authorized to take acknowledgments of deeds within such
jurisdiction, that the person signing such instrument acknowledged before him the execution
thereof; or such facts may be proved by an affidavit of a witness to such execution sworn to before
such officer.
25
(g) PROOF OF OWNERSHIP. The amount and numbers of the Bonds held by any person
executing such instrument and the date of his holding the same may be proved by a certificate
executed by a responsible bank or trust company showing that upon the date therein mentioned
such person had on deposit with such bank or trust company the Bonds described in such
certificate.
Section 11.2. CORRECTIONS. Subject to the provisions of Section 11.1(a) the Cities may,
pursuant to a concurrent ordinance adopted by their respective City Councils, by supplemental
ordinance correct any ambiguity or typographical error or omission, or correct or supplement any
inconsistent or defective provisions contained in this Ordinance or in any ordinance supplemental
hereto upon a determination that such ambiguity, error, inconsistency or defect exists; provided,
however, that in no event shall any such supplemental ordinance diminish, dilute, reduce or repeal
any covenants, conditions, pledges or liens created or imposed by this Ordinance or the security
for the Bonds authorized hereby.
ARTICLE XII
Defeasance, Severability, Repeal and Effective Date
Section 12.1. DEFEASANCE. When all of the outstanding Bonds have been duly paid, the
pledge and lien and all obligations hereunder shall thereby be discharged and the 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, an amount sufficient (including the known minimum
yield available for such purpose from Federal Securities in which such amount wholly or in part
may be initially invested) to meet all requirements of the outstanding Bonds,as the same become
due at the final maturities of the Bonds 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
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 agreed
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 hereof 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.
Section 12.2. ORDINANCE IRREPEALABLE. After any of the Bonds shall be issued, this
Ordinance shall constitute a contract between the Cities and the Holder or Holders of the Bonds
from time to time outstanding, and this Ordinance shall be and remain irrepealable until the
Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provisions
for the payment thereof shall be made as provided in Section 12.1 hereof.
Section 12.3. SEVERABILITY. If any Section, paragraph, clause or provision of this Ordi-
nance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforce-
ability of such Section, paragraph, clause or provision shall not affect any of the remaining
provisions of this Ordinance, or any of the provisions of the Special Facilities Agreement.
Section 12.4. REPEALER. All orders, resolutions and ordinances, or parts thereof, incon-
sistent herewith are hereby repealed to the extent of such inconsistency.
Section 12.5. EFFECTIVE DATE: This Ordinance shall be effective as of November 1, 1978.
26
ADOPTED AND CORRECTLY ENROLLED, ...... 1978.
P, -
Mayor,My of DaGs,Texas
'[SEAL]
ATTEST: ►w
City Secretary,City of Dallas,Texas
APPROVE S TO FORM'
ty Attorney,City o bO
ADOPTED ..� lf C!. 1�..�., 1978.
o^ ayor, ty of F Worth,Texas
[SEAL]
ATTEST:
vm�
Cit cretary,City of Fort Worth,Texas
APPRO D AS TO FORM AND
LEG T
r
ty Attome City f Flort Wo ,Texas
27
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. duly
presented and passed by the City Council of the City of Dallas, Texas, at a meeting of the
council held on November 8, 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 pur-
pose 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, the A! day of November, 1978.
""�'zwll
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. .. ., duly
presented and passed by the City Council of the City of Fort Worth, Texas, at a meeting of the
Council held on November 7, 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 pur-
pose 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 .r day
of November, 1978.
it
[SEAL] Secretary, City of Fort Worth, Texas
28
City of Fort Worth, Texas
Alayor and Council Communication
MAZE SpE : 7171 ITT e NAM
t4Eiii EN
Bonds, Series "978 DOW
c
1,n .
Attached correspondence from the bond attarneys representing
Airport in Special Facilities financing.
jeSommendation
It is recommended that the City Council adopt the attached ordinance;
authorizing the ;issuance of Dallas-Fort r Regional l
Tigers Special Facilities Revenue Bonds, Series 1978, in the aggregate
principal $6,500,000, f the purpose of acquiring, coast ,.uct-.
n , fabricating, equipping and installing cert ain Special Facilities
for the jointly owned Dallas-Fort Worth Regional Airport of the Cities
and authorizing the of such bonds i n accordance with the terms
of the Contract of Sale; and declaring an emeTgenCy..
MM:rMMS
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SUBMITTED OY: atspo$1110Nsy OUNCILi PROMSOD B
ROVED p OTHER (DESCRIBE)
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DATE.
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c�TY MANAQER 1 _ 17 '1