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HomeMy WebLinkAboutOrdinance 7905 i i 1979 Regional Airport g Braniff Airways Special Facilities Supplemental Bond Ordinance Authorizing the Issuance of DALLAS-FORT WORTH REGIONAL AIRPORT BRANIFF SPECIAL FACILITIES REVENUE BONDS, SERIES 1979 $5,000,000 Adopted by The City Councils of THE CITY OF DALLAS, TEXAS and THE CITY OF FORT WORTH, TEXAS i i i i INDEX ARTICLE I TITLE, FINDINGS AND RATIFICATION Page Section I.I. Short Title . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.2. Findings . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.3. Ratification . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1. Definitions . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 2.2. Construction and Effect of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE III SERtEs 1979 BONDS Section 3.1. Authorization . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 3.2. Date, Denomination, Maturities and Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 3.3. Paying Agents . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.4. Prior Redemption . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section3.5. Form . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE IV EXECUTION,APPROVAL,REGISTRATION, SALE AND DELIVERY OF SERIES 1979 BONDS Section 4.1. Method of Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.2. Approval and Registration . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.3. Sale, Purchase Contract Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE V DISPOSITION OF BOND PROCEEDS, USES AND WITHDRAWALS Section 5.1. Interest during Acquisition and Construction, Deposit to Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.2. Braniff Special Facilities Acquisition and Construction . . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE VI FACILITIES AGREEMENT, SUPPLEMENTAL LEASE AGREEMENTS, COLLECTION OF NET RENT Section 6.1. Facilities Agreement, Supplemental Lease Agreements . . . . . . . . . . . . . . . . . . . . . . . 13 Section 6.2. Collection of Net Rent . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 (i) ARTICLE VII PLEDGE, ADDITIONAL FUND DEPOSITS Page Section7.1. Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 7.2. Additional Fund Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 7.3. Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7.4. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 7.5. Exempt Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.1. Reserved Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 8.2. Other Incorporated Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 8.3. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.4. Ordinance Irrepealable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.5. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.6. Repealer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.7. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 (n CITY OF DALLAS ORDINANCE No. CITY OF FORT WORTH ORDINANCE No. 7970 s AN ORDINANCE ADOPTED CONCURRENTLY by the City Councils, respectively, of the Cities of Dallas and Fort Worth authorizing the issuance of Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1979, in the aggregate principal amount of $5,000,000, for the purpose of providing funds for the acquisition, construction, fabrication, installation and equipping of certain Additional Special Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities; providing for the security for and payment of said bonds from the Net Rent received under a certain Braniff Airways Special Facilities Lease Agreement and certain supple- mental agreements thereto, each pertaining, among other things, to the leasing and operation of said facilities; providing that the same shall not be payable from taxation; providing the form, terms and conditions of said bonds and the manner of their execution; containing covenants and commitments regarding the payment of said bonds on a parity as to lien with other outstanding bonds; the acquisition and construction of said facilities; providing other details concerning said bonds, said agreements and said Airport; providing for the deposit of certain of the proceeds of such bonds into the Braniff Special Facilities Acquisition and Construction Fund of the Joint Airport Fund under and subject to the control of the Dallas-Fort Worth Regional Airport Board; authorizing said Board to see to the delivery of said bonds as herein directed and directing that due observance of the covenants herein contained be made by the Board to the extent such covenants are performable by it; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. WHEREAs, the Cities of Dallas and Fort Worth, Texas (hereinafter collectively called the "Cities"), heretofore determined the then existing commercial aviation and airport facilities of the Cities, specifically Love Field Airport of the City of Dallas, and Great Southwest International Airport 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; and WHEREAS,the Cities further found and determined that the most effective, economic and efficient means of providing needed airport facilities to be the construction and equipment of a centrally located airport for the Cities, and to that end by an agreement entitled the "Contract and Agree- ment," the Cities continued, expanded and further defined the powers and duties of the Dallas- Fort Worth Regional Airport Board (hereinafter called the "Board") theretofore created; created the "Joint Airport Fund" of the Cities; and provided for the construction and operation of an airport known presently as the "Dallas-Fort Worth Regional Airport", also known as the "Dallas-Fort Worth Airport" (hereinafter called the"Airport"); and WHEREAS, in the exercise of their lawful authority, the Cities have obtained and will obtain in the future funds for the purpose of the construction, development and equipment of the Airport in both its first and subsequent phases; and WHEREAS, the funds with which to construct and develop the Airport have been and will be obtained under the authority expressed, reserved and recited in a certain ordinance adopted jointly by the Cities, effective as of November 12, 1968, and bearing the short title "1968 Regional Airport Concurrent Bond Ordinance" (hereinafter called "1968 Concurrent Bond Ordinance"); and WHEREAS, among other rights reserved therein and subject to its other terms, Section 8.7 of the 1968 Concurrent Bond Ordinance reserves to the Cities, when requested by the Board, the right, power and authority to issue "Special Facility Bonds" for the purpose of paying all costs of con- struction of"Special Facilities" (as therein defined); and WHEREAS, the Airport, its first phase having been substantially completed, is the major hub, primarily passenger and commercial cargo, airport for the metropolitan area of Dallas and Fort Worth and the entire North Central Texas Region and in that regard will contain many separately identifiable systems, complexes and facilities, each of which separately constitute but a part of the Airport as a whole, and all of which are and will be functionally relative and essential to the proper functioning of the others; and WHERF.As, it has been found and determined by the Board in accordance with its lawful duties acting on behalf of the Cities that it is essential, appropriate and necessary to the proper and orderly functioning of the Airport for its public purposes that adequate, well-planned, and major facilities (hereinafter called the "Braniff Special Facilities") be acquired, constructed, fabricated, installed and equipped at the Airport for the public using the Airport, all as a part of the Airport's essential systems and facilities; and WHEREAS, heretofore, it was determined necessary and appropriate by the Board that certain initial Braniff Special Facilities be financed as Special Facilities, within the meaning of the 1968 Concurrent Bond Ordinance, through the issuance of Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1976 (hereinafter called the "Series 1976 Bonds") and of Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1978 (hereinafter called the "Series 1978 Bonds") and the Cities issued such bonds as such and for such purposes in accordance with the terms and provisions, respectively, of a certain 1976 Regional Airport Braniff Airways Special Facilities Bond Ordinance, bearing No. 15235 of the City of Dallas and No. 7391 of the City of Fort Worth (hereinafter called the "1976 Braniff Bond Ordinance") and of a certain 1978 Regional Airport Braniff Airways Special Facilities Supplemental Bond Ordinance, bearing No. 15734 of the City of Dallas and No. 7690 of the City of Fort Worth (hereinafter called the "1978 Braniff Bond Ordinance") and in connection therewith the Board executed to and with Braniff Airways, Incorporated, as Lessee, a certain Braniff Airways Special Facilities Lease Agreement (hereinafter called the "Facilities Agreement") and a certain Braniff Airways Special Facilities Supplemental Lease Agreement (hereinafter called the "First Supplemental Lease Agreement"); and WHEiwAs,the Board has determined it necessary and appropriate that certain "Additional Special Facilities" (as such term is defined in the"Second Supplemental Lease Agreement" referred to below) be provided at the Airport and that the same be included as part of the Braniff Special Facilities and that they be financed through the issuance of certain "Additional Bonds" (hereinafter called and defined as the"Series 1979 Bonds") as that term is defined in and as such bonds are permitted in the 1976 Braniff Bond Ordinance; and WHmEAs, the Board has requested the Cities to issue the Series 1979 Bonds as such and for such purposes, and in connection therewith the Board has also executed a certain Braniff Airways Special Facilities Second Supplemental Lease Agreement (hereinafter called the "Second Supplemental Lease Agreement") which in general provides for the increase of the Net Rent under the Facilities Agreement in amounts required by the 1976 Braniff Bond Ordinance in connection with the issuance of Additional Bonds thereunder, all of the terms and provisions of the Facilities Agreement, the First Supplemental Lease Agreement and the Second Supplemental Lease Agreement (the First Supple- mental Lease Agreement and Second Supplemental Lease Agreement being hereinafter collectively called the "Supplemental Lease Agreements"), being hereby adopted by reference and incorporated herein for all purposes; and WHEREAS, the Board, as permitted by law and by the Contract and Agreement, further considers it appropriate and necessary in the public interest to have the Additional Special Facilities operated for it and on its behalf, but under and subject to its jurisdiction and control and to the jurisdiction and control of the Cities under the Contract and Agreement, by Braniff Airways, Incorporated, as set forth in the Facilities Agreement, the Supplemental Lease Agreements, a certain Passenger 2 I I Service Special Facilities Agreement (hereinafter called the "PSF Agreement"), dated April 1, 1972, a certain Airport Use Agreement (hereinafter called the "Use Agreement"), dated August 1, 1977, a certain Braniff Airways Special Facilities Lease Agreement (hereinafter called the "1972 Braniff Lease Agreement"), dated November 1, 1972 and a certain Braniff Airways Supplemental Special Facilities Agreement (hereinafter called the "1973 Braniff Lease Agreement"), dated February 1, 1973; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this Ordinance relates are matters of imperative public need and necessity in the protection of the health, safety and morals of the citizens of each of the Cities and, as such, that this Ordinance is an emergency measure and shall be effective as to each City respectively upon its adoption by its City Council; and WHEREAS, as to each respective City Council, it has been found and determined and it is hereby found and determined that the meeting at which this Ordinance is adopted is open to the public as required by law and that notice of the time, place and purpose of said meeting was given and posted in accordance with the requirements of Article 6252-17, Vernon's Texas Civil Statutes,as amended; Now, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DALLAS, TEXAS: Now, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: ARTICLE I TITLE,FINDINGS AND RATIFICATION Section 1.1. SHORT TITLE. This Ordinance may be cited by the short title "1979 Braniff Airways Special Facilities Supplemental Bond Ordinance" (hereinafter called "1979 Braniff Bond Ordinance" or this"Ordinance"). Section 1.2. FINDINGS. All of the declarations and findings contained in, recited or repeated in the preambles of this Ordinance and in the preambles of the Facilities Agreement and the Supplemental Lease Agreements are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance and are adopted by the Cities as true and proper determinations and findings of the Cities. Section 1.3. RATIFICATION. All actions heretofore taken (not inconsistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Airport and the issuance of the bonds herein authorized, expressly including the authorization, execution and delivery of the Facilities Agreement and the Supplemental Facilities Agreements by the Board are hereby ratified,approved,confirmed,accepted and adopted. ARTICLE II DEFINITIONS AND CONSTRUCTION Section 2.1. DEFINITIONS. In and throughout this Ordinance, the following words and expressions shall have the following meanings, respectively: (a) All words and terms used herein which constitute defined words and terms in the 1976 Braniff Bond Ordinance, the 1978 Braniff Bond Ordinance, the Facilities Agreement and the Sup- plemental Lease Agreements shall have the same meanings and definitions as are contained therefor in said Ordinances and Agreements, except where the same terms are expressly defined otherwise herein,and such defined words and terms are incorporated herein for all purposes. (b) In addition to the defined terms referred to in paragraph (a), next above, the following words and terms for the purposes hereof and for the purposes of the 1976 Braniff Bond Ordinance and the 1978 Braniff Bond Ordinance shall have the following meanings, respectively, unless the con- text shall clearly appear otherwise,to-wit: 3 (i) "Bonds" means the Series 1976 Bonds, the Series 1978 Bonds, the Series 1979 Bonds, any future issues of Completion Bonds, Additional Bonds and any Refunding Bonds issued in lieu thereof, all of which are Special Facility Bonds within the meaning of the 1968 Concurrent Bond Ordinance. (ii) "Costs of the Additional Special Facilities" means all of the items of cost and expense related to the Additional Special Facilities included within the definition of that term in Subsection 1.1(b)(iv) of the Second Supplemental Lease Agreement. (iii) "1976 Braniff Bond Ordinance" means the ordinance authorizing, among other things, the Series 1976 Bonds and referred to in the preambles hereof. (iv) "Paying Agent" or "Paying Agents" with respect to the Series 1979 Bonds means the First National Bank in Dallas, Dallas, Texas, and the First National Bank of Fort Worth, Fort Worth, Texas, and The Chase Manhattan Bank, N.A., New York, New York. (v) "Series 1979 Bonds" means the series of Bonds authorized in Article III hereof and are the bonds defined as such in the Second Supplemental Lease Agreement. (vi) "Second Supplemental Lease Agreement" means the agreement referred to as such in the preambles hereof, dated as of May 1, 1979, and executed and delivered by and between the Board and Braniff Airways, Incorporated, as a supplement to the Facilities Agreement. Section 2.2. CONSTRUCTION AND EFFECT OF COVENANTS. This Ordinance, except where the context hereof by clear implication shall otherwise require, shall be construed and applied as follows: (a) Definitions include both singular and plural. (b) Pronouns include both singular and plural and cover all genders. (c) Any percentage of Bonds, for the purposes of this Ordinance, shall be computed on the basis of the unpaid principal amount thereof outstanding at the time the computation is made or is required to be made hereunder. (d) None of the covenants herein shall ever impose, or be construed as imposing, a liability or obligation on the part of the Cities, or either of them, or the Board, either (i) to pay the principal of or interest on any Bonds out of any funds derived by taxation; or (ii) to pay the Bonds out of the "Gross Revenues" of the Airport, as defined in the 1968 Concurrent Bond Ordinance. (e) All covenants contained herein which require the performance of an affirmative, common or joint act with respect to the Airport, the Braniff Special Facilities or the Bonds shall be performed, on behalf of the Cities acting jointly, by the Board, and from and after the effective date of this Ordinance, the Board shall be obligated to undertake and perform each and every such covenant and this Ordinance shall constitute a directive and order to the Board to that effect. (f) All covenants contained herein requiring the Cities to pay the principal of and the interest on the Bonds shall be joint, and not several, obligations, and all such obligations shall be payable and collectible solely from Pledged Revenues, such revenues being owned in undivided interests by Dallas (to the extent of 7/11ths thereof) and by Fort Worth (to the extent of 4/11ths thereof); and each and every Holder of Bonds shall by his acceptance thereof consent and agree 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/liths 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. 4 (g) In the event of a transfer of the Airport to another political body or political sub- division, as permitted by Section 9.3 of the 1976 Braniff Bond Ordinance, the governing board of such political body, when operating the Airport under and subject to the provisions of this Ordinance, shall be obligated to perform all of the covenants and duties hereof imposed upon the Cities themselves or upon the Cities acting through the Board, and shallbe authorized to i 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, installing and equipping any Special Facilities for the Airport of any type considered by the Board to be necessary or desirable in connection therewith under the 1968 Concurrent Bond Ordinance through the issuance of Special Facility Bonds therefor payable from lease agreements with any parties, including the Lessee, and expressly including the right to acquire, construct, fabricate, and install (original or replacement) other Braniff 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 Facilities Agreement, or any part thereof, through the execution of other agreements with other parties, or the Lessee. (i) This Ordinance is intended to and shall be supplemental to the 1976 Braniff Bond Ordinance as supplemented by the 1978 Braniff Bond Ordinance and all matters included herein are subject to the terms of and shall be controlled and governed by the 1976 Braniff Bond Ordinance where not expressly provided for herein, and, without limiting the generality of the foregoing, in applying the terms and provisions of the 1976 Braniff Bond Ordinance to the matters included herein, it is expressly provided (A) that the Series 1979 Bonds are Additional Bonds thereunder; and (B) that the Additional Special Facilities being financed with the proceeds of the Series 1979 Bonds shall be and constitute a part of the Braniff Special Facilities under the 1976 Braniff Bond Ordinance and the "Special Facilities" under the Facilities Agree- ment, as supplemented by the Supplemental Lease Agreements, ARTICLE III Smum 1979 Borons i Section 3.1. AUTHORIZATION. (a) For the purpose of providing funds with which to pay the Costs of the Additional Special Facilities, it is hereby declared necessary that the Cities authorize and issue, and the Cities hereby authorize and direct the issuance of, "Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1979" (hereinabove defined as the "Series 1979 Bonds"), in the aggregate principal amount of $5,000,000, payable both as to principal and interest solely out of Pledged Revenues. (b) The Series 1979 Bonds are and shall be "Special Facility Bonds," issued under the authority reserved to the Cities in Section 8.7 of the 1968 Concurrent Bond Ordinance and pursuant to the authority granted the Cities under and by virtue of Article 1269j-5.1, Article 1269j-5.2, Article 46d, and other applicable provisions of Vernon's Texas Civil Statutes, as amended, and, as aforesaid, are Additional Bonds issued under the authority reserved to the Cities in the 1976 Braniff Bond Ordinance, as supplemented by the 1978 Braniff Bond Ordinance. Section 3.2. DATE, DENOMINATION, MATURITIES AND INTEREST RATES. The Series 1979 Bonds shall be dated May 1, 1979, shall be in the denomination of $5,000 each, shall consist of 1,000 bonds numbered in direct numerical order from 1 to 1,000 and shall mature and become 5 due and payable on November 1, 2009, and bear interest at the rate of 7.20% per annum from their date to such maturity, unless earlier redeemed as provided hereinbelow. Interest at such rates shall be evidenced by coupons initially attached to each of the Series 1979 Bonds payable on November 1, 1979, and semi-annually thereafter on each May 1 and November 1. Section 3.3. PAYING AGENTS. Both the principal of and the interest on the Series 1979 Bonds shall be payable to bearer in lawful money of the United States of America without deduction for exchange or collection charges at the principal offices of the Paying Agents. Section 3.4. PRIOR REDEMPTION. (a) The Series 1979 Bonds may be redeemed, at the option of the Cities, prior to their stated maturity in whole, at any time, on or after May 1, 1989, or in part, by lot, on May 1, 1989, or on any interest payment date thereafter, from any moneys (other than the moneys on deposit in the Braniff 1976 Special Facilities Bond Interest and Sinldng 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 Inclusive) Price May 1, 1989-April 30, 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 % May 1, 1990-April 30, 1991 . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . I . . . . . . . . . . . . . . . 1021/z May 1,1991-April 30, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102 May 1, 1992-April 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1011/2 May 1, 1993-April 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 May 1, 1994-April 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001/2 May 1, 1995 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 (b) Apart from the Cities' right and option of redeeming the Series 1979 Bonds as provided in subsection (a) above, the Series 1979 Bonds are further subject to the following mandatory redemption provisions,to-wit: (i) The Series 1979 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 1979 Bonds as are hereinbelow designated for each such year and shall redeem the principal amount of Series 1979 Bonds thus selected on the following November 1 in each such year, respectively, from the moneys to be set aside for that purpose in accordance with subsection (b) of Sec- tion 7.2 of this Ordinance. The years and the corresponding principal amounts of Series 1979 Bonds to be thus selected and mandatorily redeemed in each such year, respectively, are as follows,to-wit: Redemption Principal Years Amounts 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000,000 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 The Series 1979 Bonds remaining unselected for redemption on November 1, 2008, shall be paid on the date of their stated maturity from the moneys to be deposited into the Braniff 1976 Special Facilities Bond Interest and Sinldng Fund during the period 2008-2009 pursuant to subsection (b) of Section 7.2 of this Ordinance. 6 (ii) Such of the Series 1979 Bonds as are redeemed pursuant to this subsection (b) shall be redeemed at a price equal to the principal amount thereof plus accrued interest to the date of redemption and without premium. If in any year in which the Cities, acting through the Board, are required to redeem Series 1979 Bonds pursuant to the mandatory provisions of this subsection (b), they shall, either before or after (but prior to October 1) the selection of the Series 1979 Bonds to be redeemed mandatorily that year, be given the opportunity of purchasing any of the Series 1979 Bonds for a price less than as above specified, the Board shall be authorized to make such purchases (but not more than the principal amount required to be redeemed that year) from the moneys set aside that year for the redemption of the Series 1979 Bonds, as aforesaid, and the principal amount of Series 1979 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 subsec- tion (a), above, of less than all of the Series 1979 Bonds, the principal amount of Series 1979 Bonds thus optionally redeemed shall proportionately reduce (in whole denominations) the principal amount of Series 1979 Bonds required to be selected and mandatorily redeemed each year and to be paid at the stated maturity. (c) The Series 1979 Bonds shall be redeemed as a whole at any time not later than 120 days after interest on the Series 1979 Bonds shall be finally determined, upon the basis of a ruling of the Internal Revenue Service or a determination by a court of competent jurisdiction, to be includable for Federal income tax purposes in the income of all recipients thereof subject to Federal income taxation, provided that such determination of taxability is a result of the breach of the covenant made in Section 7.5 hereof. The redemption price of the Series 1979 Bonds redeemed pursuant to this subsection (c) shall be the principal amount thereof, plus accrued interest to the date of redemption. (d) At least thirty (30) days prior to the date of any such redemption, whether such date shall be fixed by the mandatory provisions specified above, or by reason of the exercise of the optional rights of redemption there provided, the Board, acting on behalf of the Cities, shall cause k a written notice of such redemption (specifying the Series 1979 Bonds to be either mandatorily or optionally redeemed, or both) to be published at least once in a newspaper or financial publication published in the City of New York, New York. By the date fixed for any such redemption, due provision shall be made with the Paying Agents for the payment of the principal amount of the Series 1979 Bonds to be so redeemed, 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 1979 Bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding for any purpose except for the purpose of receiving the funds so provided for such payment. Section 3.5. FORM. The form of the Series 1979 Bonds, including the form of Registration I Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on each bond, and the form of the interest coupons to be attached thereto, shall be, respectively, substantially as follows,to-wit: (FORM OF SERIES 1979 BONDS) UNITED STATES OF AMERICA STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BRANIFF SPECIAL FACILITIES REVENUE BOND Series 1979 NO. . . . . . . . . .. $5,000 On the 1st day of November, 2009, the Cities of Dallas and Fort Worth (herein collectively called the "Cities"), municipal corporations duly incorporated under the laws of the State of Texas, i 7 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 7.20% per annum, evidenced by initially attached coupons payable November 1, 1979, and semi-annually thereafter on each May 1 and November 1. Both principal and interest shall be payable in lawful money of the United States of America upon surrender of this bond or the proper coupons as they severally become due at the principal offices of, the First National Bank in Dallas, Dallas, Texas, the First National Bank of Fort Worth, Fort Worth, Texas, or The Chase Manhattan Bank, N.A., New York, New York, without exchange or collection charges to the bearer hereof. The bonds of this Series (hereinafter called the "Series 1979 Bonds") may be redeemed, at the option of the Cities, prior to their maturity in whole, at any time, on or after May 1, 1989, or in part, by lot on May 1, 1989, or on any interest payment date thereafter, from any moneys (other than the moneys on deposit in the interest and sinking fund therefor) at the respective redemption prices (expressed as percentages of the principal amount) set forth in the table below, together with unpaid interest accrued to the date of redemption, to-wit: Redemption Period Redemption (Dates Inclusive) Price May 1, 1989 through April 30, 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 % May 1, 1990 through April 30, 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1021/z May 1, 1991 through April 30, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . 102 May 1, 1992 through April 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1011/2 May 1, 1993 through April 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101 May 1, 1994 through April 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1001/2 May 1, 1995 and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 Additionally, the Series 1979 Bonds are subject to certain mandatory redemption requirements provided and established in the jointly adopted ordinance of the Cities known by the short title 1979 Braniff Airways Special Facilities Supplemental Bond Ordinance (the "Ordinance") authorizing the Series 1979 Bonds. Under such provisions, a specified principal amount of Series 1979 Bonds shall be selected by lot and mandatorily redeemed prior to their stated maturity in each of the years 2005 through 2008 for a redemption price equal to the principal amount thereof and accrued interest to the date of redemption and without premium. The Series 1979 Bonds which are not thus selected and mandatorily redeemed during said years shall be paid at their stated maturity. Said mandatory redemptions and payments at maturity shall be accomplished from moneys required by the Ordinance " to be deposited into the interest and sinking fund for the Series 1979 Bonds. Additionally, the Series 1979 Bonds shall be redeemed as a whole at any tune not later than 120 days after interest on the Series 1979 Bonds shall be finally determined, upon the basis of a ruling of the Internal Revenue Service or a determination by a court of competent jurisdiction, to be includable for Federal income tax purposes in the income of all recipients thereof subject to Federal income taxation, provided that such determination of taxability is a result of the failure to comply with the covenant contained in the Ordinance that the Dallas-Fort Worth Regional Airport Board, acting on behalf of the Cities, will not expend the proceeds of the Series 1979 Bonds for any purpose or undertake, or permit Braniff Airways, Incorporated to undertake or permit, any act or use of the Leased Premises or Special Facilities which would cause such to be facilities other than those described as exempt facilities in Section 103(b)(4) of the Internal Revenue Code of 1954, as amended. Series 1979 Bonds redeemed pursuant to this paragraph shall be at a 8 redemption price equal to the principal amount thereof and accrued interest to the date of redemption and without premium. When Series 1979 Bonds shall be redeemed pursuant to any of the foregoing, the specific Series 1979 Bonds to be redeemed shall be determined and notice of such redemption shall be given in the manner specified in the Ordinance. By the date fixed for any such redemp- tion, due provision shall be made with the paying agents for the payment of the principal amount of the bonds to be so redeemed, redemption premium, if any, plus accrued interest thereon to the date fixed for redemption. If the written notice of redemption is published, and if due pro- vision for payment is made, all as provided above, the Series 1979 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 purposes 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 May 1, 1979, numbered from 1 through 1000, in the denomination of $5,000 each, aggregating $5,000,000, issued by the Cities so as to provide funds with which to pay the costs of certain Additional Special Facilities for the jointly owned Dallas-Fort Worth Regional Airport of the Cities. For the purpose of securing payment of the Series 1979 Bonds, the Cities have jointly pledged in the Ordinance their respective interests in certain moneys therein referred to and defined as "Pledged Revenues," said pledge being on a parity as to lien and rights with certain previously issued and outstanding ponds of the Cities payable from the same source, all as defined and referred to in the Ordinance. The term "Pledged Revenues"includes certain net rents to be derived by the Dallas-Fort Worth Regional Airport Board (the "Board") under and pursuant to the terms of a certain Braniff Airways Special Facilities Lease Agreement (the "Facilities Agreement"), dated as of July 1, 1976, as supplemented by a certain Braniff Airways Special Facilities Supplemental Lease Agreement (the "First Supple- mental Lease Agreement"), dated as of February 1, 1978, and as supplemented by a certain Braniff Airways Special Facilities Second Supplemental Lease Agreement (the "Second Supple- mental Lease Agreement"), dated as of May 1, 1979, all of which being executed by and between the Board and Braniff Airways, Incorporated, a certificated air carrier serving and served by said Airport. Said Pledged Revenues, including said net rent, will be on deposit from time to time in various funds referred to and confirmed in the Ordinance, and are unconditionally and irrevocably committed and pledged to the purposes specified for said funds including the pay- ment of this and two other outstanding series of bonds, and other bonds, if any, which may be issued hereafter. Reference is-made to the Ordinance and to the Facilities Agreement, the First Supplemental Lease Agreement and the Second Supplemental 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 bond- holders in the event of default thereunder, and further rights of bondholders, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and no claim, demand, suit or judgment shall ever be asserted, entered or collected against or from one City without the other and no individual liabilities shall ever exceed in the case of Dallas 7/liths of the total amount thereof, and in the case of Fort Worth 4/11ths of the total amount thereof, and such sums shall be payable and collectible solely from the funds in which Pledged Revenues shall from time to time be on deposit. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. It is hereby certified and recited that all acts and things required by the Constitution and laws of the State of Texas to be done, to exist, and to be performed precedent to and in the issuance of this bond and the series of which it is one, the adoption of the Ordinance and the execution 9 and delivery of the Facilities Agreement, the First Supplemental Facilities Agreement and the Second Supplemental Facilities Agreement have been done, do exist and have been performed as so required. IN WITNESS WHEREOF, the City Council of the City of- Dallas, Texas, has caused the seal of that City to be impressed, printed or lithographed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signatures of its City Auditor and its City Secretary; and the City of Fort Worth, Texas, has caused the seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary, and approved as to form and legality by the facsimile signature of its City Attorney; and each said City Council has caused the attached coupons to be signed by the facsimile signatures of the Mayor and City Auditor of the City of Dallas and by the Mayor and City Secretary of the City of Fort Worth. (SEAT.) /s/ Mayor, City of Dallas, Texas COUNTERSIGNED: /s/ City Auditor, City of Dallas, Texas /s/ City Secretary, City of Dallas, Texas (SEAL) /s/ Mayor, City of Fort Worth, Texas COUNTERSIGNED: /s/ City Secretary, City of Fort Worth, Texas APPRovm As To FORM AND LFcAT ITY: /s/ City Attorney, City of Fort Worth 10 (FORM OF COUPONS) NO. $ Unless due provision has been made for the redemption prior to maturity of the below numbered bond to which this coupon appertains, the City of Dallas, Texas, and the City of Fort Worth, Texas, jointly promise to pay to bearer, but solely out of the revenues specified, and subject to the conditions stated, in said bond, at the principal offices of, the First National Bank in Dallas, Dallas, Texas, the First National Bank of Fort Worth, Fort Worth, Texas or The Chase Manhattan Bank, New York, New York, without exchange or collection charges to the bearer hereof, the sum specified on this coupon, in lawful money of the United States of America, for interest then due on the below numbered bond of the issue entitled "Dallas-Fort Worth Regional Airport Braniff Special Facilities Revenue Bonds, Series 1979," dated May 1, 1979. The holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Bond No. /s/ Mayor, City of Dallas, Texas COUNTERSIGNED: /s/ City Auditor, City of Dallas, Texas /s/ Mayor, City of Fort Worth, Texas COUNTERSIGNED: /s/ City Secretary, City of Fort Worth, Texas (FORM OF COMPTROLLER'S REGISTRATION CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS REGISTER No. I hereby certify that this bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas in accordance with his written approving certificate on file in my office; and that this bond has been by me this day registered as required by law. WITNESS my signature and seal this /s/ Comptroller of Public Accounts of the State of Texas (SEAL) 11 ARTICLE IV EXECUTION, APPROVAL, REGISTRATION, SALE AND DELIVERY OF SERIES 1979 BONDS Section 4.1. METHOD OF EXECUTION. Each of the Series 1979 Bonds shall be signed and executed on behalf of Dallas by the 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 1979 Bonds shall be signed and executed on behalf of Fort Worth by the facsimile signature of its Mayor, countersigned by the facsimile signature of its City Secretary and shall be approved as to form and legality by the facsimile signature of its City Attorney, and its corporate seal shall be impressed, printed or litho- graphed upon each bond. The respective facsimile signatures of the Mayor and City Auditor of Dallas and of the Mayor and City Secretary of Fort Worth shall be lithographed or printed upon the coupons attached to the Series 1979 Bonds. All facsimile signatures placed upon'the Series 1979 Bonds and their coupons shall have the same effect as if manually placed thereon, all as provided in Article 717j-1,Vernon's Texas Civil Statutes, as amended. Section 4.2. APPROVAL AND REGISTRATION. The Board is hereby authorized to have control and custody of the Series 1979 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Chairman, officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instru- ments as may be necessary to accomplish the delivery of the Series 1979 Bonds and to assure the investigation, examination, and approval thereof by the Attorney General of the State of Texas and their registration by the State Comptroller of Public Accounts. Upon registration of the Series 1979 Bonds, the Comptroller of Public Accounts (or a deputy designated in writing to act for him) shall be requested to sign manually the Comptroller's Registration Certificate prescribed herein to be printed and endorsed on each Bond and the seal of the Comptroller shall be impressed or printed or lithographed thereon.The Chairman of the Board shall be further authorized to make such agreements with the purchasers of the Series 1979 Bonds as may be necessary to assure 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, PURCHASE CONTRACT APPROVAL. (a) The Series 1979 Bonds are hereby sold in accordance with law and shall be delivered to Goldman, Sachs & Co., New York, New York, for a price of $4,925,000, plus interest from the date of the Series 1979 Bonds accrued to the date of delivery thereof, and subject to the other terms and conditions set forth in the below mentioned Contract of Purchase. (b) The Contract of Purchase setting forth the terms of the sale of the Series 1979 Bonds to the 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, DEPOSIT TO RESERVE FUND. (a) An amount equal to the interest to become due on the Series 1979 Bonds to May 1, 1980, is hereby appropriated from the proceeds of the sale of the Series 1979 Bonds and ordered 12 to be deposited to the credit of the Braniff 1976 Special Facilities Bond Interest and Sinking Fund. The funds thus deposited shall be used solely for the purpose of paying the interest accruing on the Series 1979 Bonds to May 1, 1980, and for no other purpose. If it shall become necessary to remove or withhold the amount required to be appropriated by this subsection (a) from the custody of the Treasurer in order to comply with the requirements of Section 7.4(a) hereof, or for any other reason, then, upon written order of the Director of Finance, that part of the Interest and Sinking Fund containing said amount shall be placed in trust with the First National Bank in Dallas, Dallas, Texas, one of the Paying Agents for the Series 1979 Bonds. Such portion of the Interest and Sinking Fund thus held by said Paying Agent for the benefit of the Holders of the Series 1979 Bonds, and pending its use to pay interest thereon, shall be invested from time to time in investment securities as may be directed by the Board; provided, however, that no such investment shall be made which will be inconsistent with the requirements of Section 7.4(a). To the extent that this Section is inconsistent with the provisions of the Contract and Agreement, then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. (b) In addition to the directions contained in paragraph (a), next above, it is hereby directed that from the proceeds of the Series 1979 Bonds there shall be deposited into the Braniff 1976 Special Facilities Bond Reserve Fund the amount necessary (taking into account moneys already on deposit therein) to cause said Fund to have on deposit therein an amount equal to the Average Annual Debt Service Requirements on the Series 1976 Bonds, the Series 1978 Bonds and the Series 1979 Bonds. Such moneys shall be used, applied and devoted to the purposes specified in the 1976 Braniff Bond Ordinance for money on deposit in said Fund. Said amount shall be the maximum amount required to be on deposit therein by reason of the issuance of the Series 1976 Bonds, the Series 1978 Bonds and the Series 1979 Bonds. Additional deposits may be required to be made thereto in accordance with ordinances authorizing other Additional Bonds, or any Completion Bonds or Refunding Bonds. Additionally, any such ordinance may also provide that the maximum amount required to be on deposit in said Reserve Fund shall never be greater than an amount equal to the Average Annual Debt Service Requirements on all Bonds from time to time outstanding. j( Section 5.2. BRANIFF SPECIAL FACILITIES ACQUISITION AND CONSTRUCTION. Except as otherwise provided in Section 5.1, hereof, all proceeds from the sale of the Series 1979 Bonds shall be deposited promptly upon the receipt thereof in the Braniff 1976 Special Facilities Acquisition and Construction Fund and the moneys within said Fund, including earnings from the investment thereof, shall be used solely for the purpose of paying a part of the Costs of the Additional Special Facilities. Moneys within said Fund shall be invested and disbursed in accordance with the provisions of the 1976 Braniff Bond Ordinance pertaining to said Fund. j i ARTICLE VI FACILITIES AGREEMENT,SUPPLEMENTAL LEASE AGREEMENTS, COLLECTION of NET RENT i Section 6.1. FACILITIES AGREEMENT, SUPPLEMENTAL LEASE AGREEMENTS. The Cities covenant and warrant (i) that the Facilities Agreement and the Supplemental Lease Agree- ments have been duly and lawfully entered into, executed and delivered by the Cities acting by f and through the Board and represent valid and subsisting agreements of the Cities, the Board and the Lessee, enforceable in accordance with their tenns; (ii) that neither of the parties is in default thereunder; (iii) that this Ordinance has been approved by the Lessee in conformity with the requirements of the Facilities Agreement and the Supplemental Lease Agreements; (iv) that during any period during which Bonds are outstanding neither the Cities nor the Board will consent to or grant any modification of, or amendment or concession to, by supplemental or amendatory agreement or otherwise, the provisions of paragraphs (a) and (c) of Section 5.2 of the-Facilities 13 Agreement or Section 3.1 of the First Supplemental Lease Agreement or Section 5.2 of the Second Supplemental Lease Agreement; (v) that, during any period during which Bonds are outstanding, neither the Cities nor the Board will consent to or grant any modification of, or amendment of concession to, by supplemental or amendatory agreement or otherwise, any other provision of the Facilities Agreement or the First Supplemental Lease Agreement, or the Second Supplemental Lease Agreement, which modification, amendment or concession would have the effect of reducing, altering or modifying the obligations and commitments of the Lessee contained in paragraphs (a) and (c) of Section 5.2 of the Facilities Agreement or Section 3.1 of the First Supplemental Lease Agree- ment or Section 5.2 of the Second Supplemental Lease Agreement, or would minimize, reduce or lessen the rights of the Board in the event of a default in the payment of Net Rent by the Lessee thereunder, or would materially and adversely affect the security herein provided for the payment of Bonds; and (vi) that the Cities and the Board will strictly observe and abide by their commit- ments contained in the Facilities Agreement, the First Supplemental Lease Agreement and the Second Supplemental Lease Agreement and will strictly enforce the obligations of the Lessee thereunder. Section 6.2. COLLECTION OF NET RENT. In addition to the amounts of Net Rent required to be collected at the times stated in Section 6.2 of the 1976 Braniff Bond Ordinance, the Cities, acting by and through the Board, shall,through appropriate billings, statements or otherwise, furnished and delivered to the Lessee, cause the Net Rent payable under the Facilities Agreement as increased by the Supplemental Facilities Agreements to be collected by the Board not less than one (1) full business day prior to the dates specified in Article VII hereof for the deposit or transfer into the various funds on account of the Series 1979 Bonds, and the dates on which such collections are required, and the amounts required by said Article VII hereof, for the purposes of this Ordinance and for the purposes of subsection (a) of Section 5.2 of the Facilities Agreement and all other relevant sub- sections and Sections of the Facilities Agreement and the Supplemental Facilities Agreements shall be the due date for the payment and collection of Net Rent and the times and amounts payable thereunder. ARTICLE VII PLEDGE, ADDITIONAL FUND DEPOSITS Section 7.1. PLEDGE. As aforesaid, the Series 1979 Bonds are "Additional Bonds" issued with the prior consent and agreement of the Lessee and under the authority reserved to the Cities under Section 8.2 of the 1976 Braniff Bond Ordinance. Accordingly, the Series 1979 Bonds are issued with the effect in said Section 8.2 and shall be and are hereby declared to be payable solely from and secured by an irrevocable first and superior lien on and pledge of (a) the Net Rent (except that part received on account of the costs and charges of any paying agent or paying agents or any trustee or trustees for the Bonds) and the special funds created in which Net Rent from time to time shall be on deposit as herein and in the 1976 Braniff Bond Ordinance and in the 1978 Braniff Bond Ordinance required; (b) any amounts on deposit in the special funds created in the 1976 Braniff Bond Ordinance and credited against the Net Rent payable by Lessee under paragraph (b) of Section 5.2 of the Facilities Agreement; and (c) in the event of a default in the payment of said Net Rent by the Lessee, then the gross receipts, less expenses of collection, derived by the Board from the exercise of any remedy of default specified or permitted by Section 7.2 of the Facilities Agreement. All of the items of money described above are herein and in the 1976 Braniff Bond Ordinance and in the 1978 Braniff Bond Ordinance collectively called and defined as the "Pledged Revenues." Said lien and pledge as to the Series 1979 Bonds is and shall be in all respects of equal dignity and on a parity with the Series 1976 Bonds and the Series 1978 Bonds. Section 7.2. ADDITIONAL FUND DEPOSITS. As provided in the 1976 Braniff Bond Ordinance, that portion of Pledged Revenues credited against the Net Rent payable by Lessee under subsection (b) of Section 5.2 of the Facilities Agreement shall at all times remain in or be transferred to the 14 appropriate funds created in and as directed by the 1976 Braniff Bond Ordinance. All Net Rent, expressly including Net Rent collected on account of the Series 1979 Bonds, shall be collected by the Board and shall be paid by the Lessee in the amounts and on the dates required by Section 6.2 hereof and Section 6.2 of the 1976 Braniff Bond Ordinance and Section 6.2 of the 1978 Braniff Bond Ordinance and, as collected, shall be held in the Braniff 1976 Special Facilities Net Rent Clearance Fund within the Joint Airport Fund, and in addition to all other amounts required by the 1976 Braniff Bond Ordinance and the 1978 Braniff Bond Ordinance to be transferred to the Braniff 1976 Special Facilities Bond Interest and Sinking Fund, the Board shall make additional transfers to that Fund, after accounting for any moneys already on deposit therein and available for the purposes, as follows, to wit: (a) Beginning on April 1, 1980, and on the 1st day of each month thereafter, the Board shall deposit an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1979 Bonds on November 1, 1980, and on each succeeding interest payment date thereafter; (b) Beginning on October 1, 2004, and on the first day of each month thereafter through September 1, 2009, the Board shall deposit 1/12th of the following amounts during the respective periods indicated, to-wit: Period Amounts 2004-2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000,000 2005-2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 2006-2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 2007-2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 2008-2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 If the Cities shall have redeemed some, but less than all, of the Series 1979 Bonds pursuant to their option of redemption contained in Section 3.4(a) hereof, then the amounts required to be deposited in each respective year into the Braniff 1976 Special Facilities Bond Interest and Sinking Fund under this subsection (b) shall be reduced to the amount necessary in each year to provide funds with which to mandatorily redeem the remaining, unredeemed Series 1979 Bonds or to pay the unredeemed Series 1979 Bonds at maturity, in accordance with the pro- visions of Section 3.4(b)(i) as adjusted by subsection (b)(iii) of said Section. Any amounts on deposit in the Braniff 1976 Special Facilities Bond Reserve Fund on October 1, 2008, may unless otherwise prohibited or limited by a subsequent ordinance authorizing other Additional Bonds, Completion Bonds or Refunding Bonds, be applied in reduction of the deposits required by this paragraph during the succeeding twelve month period. (c) On the first day of each month hereafter, after making any transfers required by subsection (a) and (b), next above, and by subsection (a) of Section 7.3 of the 1976 Braniff Bond Ordinance and by subsections (a), (b) and (c) of Section 7.2 of the 1978 Braniff Bond Ordinance, the Board shall be authorized and required to pay from Pledged Revenues any fee or fees of any paying agent or paying agents for the Bonds or any other fees or charges authorized or permitted which may be or will become due during the month. (d) During any period during which Bonds are outstanding and so long as the Braniff 1976 Special Facilities Bond Reserve Fund contains the maximum amount required to be on deposit therein, no further payments shall be required to be made thereto. If, at the close of business on September 30th of any year, the Bond Reserve Fund shall be deficient and shall contain less than the maximum amount then required to be on deposit therein, as required by this Ordinance and the 1976 Braniff Bond Ordinance and the 1978 Braniff Bond Ordinance and any ordinance authorizing other Bonds, then any surplus amounts in the Braniff 1976 15 Special Facilities Bond Interest and Sinking Fund shall be deposited to the credit of said Bond Reserve Fund to the extent necessary to restore the deficiency. After such deposit, if a deficiency remains, then an amount equal to such remaining deficiency shall be deposited in twelve (12) equal monthly installments during the next succeeding twelve (12) month period. (f) In the event the Series 1979 Bonds shall be called for redemption in accordance with the provisions of Section 3.4(c) hereof, the Board shall cause to be deposited into the Braniff 1976 Special Facilities Bond Interest and Sinking Fund such amounts necessary, after taking into consideration the amounts in all special funds created in the 1976 Braniff Bond Ordinance and available therefor, to redeem the Series 1979 Bonds. Such amounts shall be deposited at least five (5) days prior to the date set for such redemption. Section 7.3. USES OF FUNDS. Moneys on deposit to the credit of the Braniff 1976 Special Facilities Bond Interest and Sinking Fund and the Braniff 1976 Special Facilities Bond Reserve Fund shall be used for the purposes and uses specified in Section 7.4 of the 1976 Braniff Bond Ordinance. Moneys relating to the Braniff Special Facilities and the Bonds shall be secured and the earnings from the investment thereof credited to `the various special funds as specified in Section 7.5(a) of the 1976 Braniff Bond Ordinance. Section 7.4. USE OF BOND PROCEEDS. (a) The Cities covenant that throughout the term of the Series 1979 Bonds they will diligently comply with the requirements of Section 103(c) of the Internal Revenue Code of 1954, as amended, or of any rules or regulations thereunder applicable thereto, so that the Series 1979 Bonds will not at any time become arbitrage bonds. (b) If it shall become necessary to remove or withhold any funds (in addition to escrowed interest) established herein from the custody of the Treasurer in order to comply with the requirements of subsection (a), next above, or for any other reason, then, upon written order of the Director of Finance, said funds shall be placed in trust with a state bank(s) or national banking association(s) selected by the Board and shall be held for the benefit of the holders of the Bonds, and pending use for the purposes provided therein shall be invested from time to time in investment securities as may be directed in accordance with procedures established by the Board. To the extent that this subsection is inconsistent with the provisions of the Contract and Agreement then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. Section 7.5. EXEMPT FACILITIES. It is expressly covenanted and agreed that the Cities acting by and through the Board will not expend the proceeds of the Series 1979 Bonds for any purpose or purposes, or in any amount or amounts, or undertake, or permit the Lessee to under- take or permit, any act or use of the Leased Premises or Special Facilities which would cause such to be or become facilities other than those described as exempt facilities in Section 103(b)(4) of the Internal Revenue Code of 1954, as amended, or in any rules or regulations thereunder applicable thereto. These covenants are made for the benefit of the Holders from time to time of said bonds and may be relied upon by said Holders and by bond counsel for the Cities. ARTICLE VIII MISCELLANEOUS PROVISIONS Section 8.1. RESERVED RIGHTS. In addition to the rights expressly reserved in Section 2.2(h) hereof, all rights reserved by the Cities in the 1976 Braniff Bond Ordinance and the 1978 Braniff Bond Ordinance to issue other Additional Bonds, and Completion Bonds and Refunding Bonds under the provisions thereof, are hereby expressly reserved and Article VIII of the 1976 Braniff Ordinance incorporated herein for all purposes. Section 8.2. OTHER INCORPORATED PROVISIONS. All provisions of Article IX, Article X and Section 12.1 of the 1976 Braniff Bond Ordinance are hereby incorporated herein for all purposes and are made applicable to the Series 1979 Bonds as a part of the Bonds. 16 Section 8.3. AMENDMENTS. This Ordinance may be amended in the same manner as provided in Article XI of the 1976 Braniff Bond Ordinance for that Ordinance. Section 8.4. ORDINANCE IRREPEALABLE. After any of the Series 1979 Bonds shall be issued, this Ordinance shall constitute a contract between the Cities and the Holder or Holders of the Bonds from time to time outstanding, and this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provisions for the payment thereof shall be made as provided in Section 12.1 of the 1976 Braniff Bond Ordinance. Section 8.5. SEVERABILITY. If any Section, paragraph, clause or provisions of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provisions shall not affect any of the remaining provisions of this Ordinance, or any of the provisions of the Facilities Agreement or the First Supplemental Lease Agreement or the Second Supplemental Lease Agreement. Section 8.6. REPEALER. All orders, resolutions and ordinances, or parts thereof, other than the 1976 Braniff Bond Ordinance and the 1978 Braniff Bond Ordinance, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 8.7. EFFECTIVE DATE. This Ordinance shall be effective as to each City respectively upon the adoption hereof by its City Council. ADOPTED AND CORRECTLY ENROLLED (SEAL) Mayor, City of Dallas, Texas ATTEST: City Secretary, City of Dallas, Texas APPROVED AS TO FORM: City Attorney, City of Dallas, Texas ADOPTED (SEAL) - � Mayor, City of Fort o , Texas ATTE y Secretary, City of Fort Worth, Texas APPROVED AS To FORM LEG TY: City Attorn y, City of ort Worth, Texas • 17 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 May 2, 1979, which ordinance is duly of record in the office of the City Secretary. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this day of May, 1979. City Secretary, City of Dallas,Texas (SEAL) THE STATE of TExAs COUNTY of TARRANT CITY of FORT WORTH 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 May 1, 1979, which ordinance is duly of record in the office of the City Secretary. 2. That said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Article 6252-17, Vernon's Texas Civil Statutes, as amended. WITNESS MY HAND and the Official seal of the City of Fort Worth, Texas is day of May, 1979. City Secretary, City of Fort Worth,Texas (SEAL) 18