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HomeMy WebLinkAboutOrdinance 6531 CITY OF DALLAS ORDINANCE No. 13357 CITY OF FORT WORTH ORDINANCE No. 6531 An ordinance passed concurrently by the City Councils, re- spectively, of the Cities of Dallas and Fort Worth, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971 A in the aggregate principal amount of $100,000- 000, bearing interest at the rates specified, for the purpose of paying in part the cost of constructing, equipping and otherwise improving the jointly owned Dallas-Fort Worth Regional Airport of the Cities; providing for the form of said bonds and the coupons appertaining thereto; awarding the sale of such bonds to the pur- chasers thereof in accordance with the Contract of Purchase and authorizing the execution of such Contract; authorizing the Dallas- Fort Worth Regional Airport Board to deliver said bonds as herein directed; providing that such bonds are on a parity with the out- standing Dallas-Fort Worth Regional Airport Joint Revenue Bonds, heretofore issued and sold; adopting pertinent provisions of and supplementing the 1968 Concurrent Bond Ordinance and the Supplemental Regional Airport Concurrent Bond Ordinances which authorized the issuance of said outstanding bonds; providing for the deposit of the proceeds of the Series 1971 A Bonds into certain funds of the Joint Airport Fund under and subject to the control of said Board; and directing that due observance of the covenants herein contained be made by the Board; providing a method of amending this ordinance; providing for severability; ordaining other matters incident and relating to the subject and purpose hereof; and declaring an emergency. WHEREAS, pursuant to applicable laws and a contract and agree- ment dated April 15, 1968 (the "Contract and Agreement"), the City Councils, respectively, of the Cities of Dallas and Fort Worth, by an ordinance passed concurrently on November 11, 1968, and November 12, 1968, authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968, in the aggregate principal amount of $35,000,000 and by or- 2 dinances passed concurrently on April 14, 1970, November 2, 1970 and Febivary 10, 1971 authorized the issuance of and sold their Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, Series 1970 A, and Series 1971, respectively, aggregating $210,000,000 (herein collectively defined as the "Outstanding Bonds"), for the purpose of paying in part the costs of the Dallas- Fort Worth Regional Airport; and WHEREAS, in accordance with the Contract and Agreement the City Councils have been requested by the Dallas-Fort Worth Re- gional Airport Board to issue additional joint revenue bonds for such purpose;and WHEREAS, in recognition of their obligation in said ordinance, the said City Councils propose to continue with the financing of the Regional Airport through the issuance of additional joint revenue bonds as contemplated by the Contract and Agreement, and in accordance with the said ordinance and applicable laws including Articles 1269]-5, 1269j-5.1, 1269]-5.2, 46d and 717k-2 of Texas Re- vised Civil Statutes,as amended; and WHEREAS, said ordinances authorizing the Outstanding Bonds permit the issuance of the bonds herein authorized as parity bonds with the Outstanding Bonds; and WHEREAS, it is deemed by the City Councils to be desirable, ap- propriate and necessary to issue additional negotiable revenue bonds for the purpose of providing additional funds for paying in part the costs of the Regional Airport; and WHEREAS, the City Councils have each found and determined as to each that the matters to which this Ordinance relates are mat- ters 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 3 shall be effective as to each City respectively upon its adoption by its City Council, and said Meeting was open to the public as re- quired by law; and that public notice of the time, place, and pur- pose of said meeting was given as required by Vernon's Ann. Civ. St. Article 6252-17, as amended. Now, THEREFORE, BE IT ORDAINED BY THE CITY COUNCM OF THE CITY OF DALLAS,TEXAS: Now, THEREFORE, BE IT ORDAINED BY THE CITY COUNaL OF THE CITY OF FORT WORTH,TEXAS: ARTICLE I TITLE, PREAMBLES AND RATIFICATION SEIMON 1.1. Short Title. This Ordinance may be cited by the short title, "Fourth Supplemental Regional Airport Concurrent Bond Ordinance." SECTION 1.2. Adoption of Preambles. All of the declarations and findings contained in the preambles of this Ordinance are made a part hereof and shall be fully effective as a part of the ordained subject matter of this Ordinance. SEMON 1.3. Ratification. All action heretofore taken (not in- consistent with the provisions hereof) by the Cities, by the Board and by the employees and officers of each directed toward the Regional Airport and the issuance of the bonds herein authorized for that purpose is hereby ratified, approved and confirmed. ARTICLE II DEFINITIONS AND CONSTRUCTION SEMON 2.1. Adoption of Definitions. The definitions set forth in Article II of the 1968 Regional Airport Concurrent Bond Ordinance passed respectively, by the Cities of Dallas and Fort Worth on 4 November 11 and November 12, 1968, are made a part hereof and shall be as fully effective as part of the subject matter of this Ordinance as if repeated in full herein. SEMON 2.2. Additional Definitions. In addition to the definitions set forth in the said 1968 Regional Airport Concurrent Bond Ordi- nance the terms defined in this Section for all purposes of this Ordinance and of any ordinance amendatory hereof, supplemental or relating hereto, and of any instruments or documents apper- taining hereto, except where the context by clear implication shall otherwise require, shall have the respective meanings herein speci- fied as follows,to-wit: "1968 ORDINANCE" shall mean and refer to the 1968 Re- gional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities, respectively, on November 11, 1968 and November 12, 1968. "1970 ORDINANCE"shall mean and refer to the First Sup- plemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on April 14, 1970. "1970 A ORDINANCE" shall mean and refer to the Second Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on November 2, 1970. "1971 ORDINANCE" shall mean and refer to the Third Supplemental Regional Airport Concurrent Bond Ordinance passed by the City Councils of the Cities on February 10, 1971. "OUTSTANDING BONDS" shall mean that issue of Dal- las-Fort Worth Reg�'onal Airport Joint Revenue Bonds, Series 1968, authorized by the 1968 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970, authorized by the 1970 Ordinance, the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970 A, author- ized by the 1970 A Ordinance, and the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971,authorized by the 1971 Ordinance. "PAYING AGENT" or "PAYING AGENTS" shall mean with respect to the Series 1971 A Bonds, Mercantile National 5 Bank at Dallas, Dallas, Texas, Continental National Bank of Fort Worth, Fort Worth, Texas, and The Chase Manhattan Bank, N. A., New York, New York. "REFUNDING BONDS" shall mean any refunding bonds issued pursuant to Section 8.6 of the 1968 Ordinance for the purpose of refunding any Bonds outstanding. "SERIES 1970 BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds,Series 1970,authorized by the 1970 Ordinance. "SERIES 1970 A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1970 A, authorized by the 1970 A Ordinance. "SERIES 1971 BONDS" shall mean the Dallas-Fort Worth Regionalir rt Joint Revenue Bonds,Series 1971,authorized by the 1971 Ordinance. "SERIES 1971 A BONDS" shall mean the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971 A, herein authorized to be issued and sold. ARTICLE III Srs= 1971 A Boxes SWnox 3.1. Authorization. So as to protect the public safety and in order to promote and advance the general welfare of the citizens of Dallas and Fort Worth and the North Central Texas Region, it is hereby declared necessary that the Cities issue the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971 A (herein defined as the "Series 1971 A Bonds"). For the purpose of paying in part the Costs of the Project, the Cities hereby authorize and direct the issuance of the Series 1971 A Bonds in the aggregate principal amount of $100,000,000, payable both as to principal and interest solely out of the revenues, as described, defined and pledged herein. The Series 1971 A Bonds are issued as Completion Bonds pursuant to and as permitted by the 1968 Ordinance. 6 SEMON 3.2. Date, Denomination and Maturities. The Series 1971 A Bonds shall be dated September 1, 1971, shall be in the denomination of$5,000 each,shall consist of 20,000 bonds numbered in direct numerical order from 1 through 20,000, and shall mature and become due and payable on November 1 in the years and in the amounts as follows: Years Amounts Years Amounts 1979 $1,500,000 1984 $ 2,000,000 1980 1,500,000 1985 2,250,000 1981 1,500,000 1986 2,500,000 1982 1,750,000 — 1983 2,000,000 2001 85,000,000 SEMON 3.3.Interest Rate,Agents. A. The Series 1971 A Bonds shall bear interest from their date to their stated maturities or earlier redemption at the following rates: all bonds scheduled to mature in 1979-5.300/c per annum; all bonds scheduled to mature in 1980-5.501/c per annum; all bonds scheduled to mature in 1981-5.75% per annum; all bonds scheduled to mature in 1982-5.901% per annum; all bonds scheduled to mature in 1983-6.00% per annum; all bonds scheduled to mature in 1984--6.15% per annum; all bonds scheduled to mature in 1985-6.30% per annum; all bonds scheduled to mature in 1986-6.400/c per annum; all bonds scheduled to mature in 2001-6.75% per annum; such interest to be evidenced by coupons payable on May 1, 1972, and semi-annually thereafter on each November 1 and May 1. B. Both the principal and interest of the Series 1971 A Bonds shall be payable to bearer in lawful money of the United States of 7 America without deduction for exchange or collection charges at the principal office of Mercantile National Bank at Dallas, Dallas, Texas,or at the option of the Holder at Continental National Bank of Fort Worth, Fort Worth, Texas, or at The Chase Manhattan Bank, N. A., New York, New York. SEMox 3.4.Prior Redemption. A. The Series 1971 A Bonds maturing November 1, 1979 to 1986, both inclusive, are not subject to redemption prior to stated ma- turities. The Series 1971 A Bonds maturing on November 1, 2001, (1) shall be redeemed prior to stated maturity in part by lot on November 1, 1987 and on each November 1 thereafter from moneys required to be deposited to the credit of the Interest and Sinking Fund at the principal amount thereof and accrued interest to date of redemption, without premium, and (2) may be redeemed prior to stated maturity as a whole on May 1, 1981, and on the fust day of any month thereafter, or in part by lot on May 1, 1981, and on any interest payment date thereafter, from other moneys at the principal amount thereof and accrued interest to date of redemp- tion,plus a premium for each bond redeemed as follows: 4% if redeemed on or prior to April 1, 1984; 3% if redeemed thereafter and on or prior to April 1, 1987; 2% if redeemed thereafter and on or prior to April 1, 1989; 1% if redeemed thereafter and on or prior to April 1, 1991; and no premium if redeemed thereafter. B. At least thirty (30) days before the date fixed for any such redemption, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be published at least once in a newspaper and a 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 pay- 8 ment of the principal amount of the bonds to be so redeemed, plus any applicable premium thereon, 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 pro- vided above, the bonds, which are to be so redeemed, thereby automatically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of re- ceiving the funds so provided for such payment. SECTION 3.5. Forms. The form of the Series 1971 A Bonds, includ- ing the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be printed and endorsed on each bond, and the form of the interest coupons to be attached to the bonds, shall be respectively substantially as follows, to-wit: (FORM OF THE SERIES 1971 A BONDS) United States of America State of Texas Counties of Dallas and Tarrant DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Bond Series 1971 A No. ........................ $5,000 On the 1st day of November, ..... .., the Cities of Dallas and Fort Worth (herein collectively called the "Cities"), municipal cor- porations 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 principal sum Of 9 FIVE THOUSAND DOLLARS and to pay interest thereon from the date hereof to the maturity or earlier redemption of this bond at the rate of ....% per annum, payable May 1, 1972, and semi-annually thereafter on each No- vember 1 and May 1. Both principal and interest shall be pay- able in lawful money of the United States of America upon sur- render of this bond or the proper coupons, as they severally become due, at Mercantile National Bank at Dallas, Dallas, Texas, or at the option of the holder at Continental National Bank of Fort Worth, Fort Worth, Texas, or at The Chase Manhattan Bank, N.A.,New York, New York without exchange or collection charges to the bearer thereof. The Series 1971 A Bonds maturing November 1, 1979 to 1986, both inclusive, are not subject to redemption prior to stated ma- turities. The Series 1971 A Bonds.maturing on November 1, 2001, (1) shall be redeemed prior to stated maturity in part by lot on November 1, 1987,and on each November 1 thereafter from moneys required to be deposited to the.credit of the Interest and Sinknig Fund at the principal amount thereof and accrued interest to date of redemption, without premium, and (2) may be redeemed prior to stated maturity as a whole on May 1, 1981, and on the first day of any month thereafter, or in part by lot on May 1, 1981, and on any interest payment date thereafter, from other moneys at the principal amount thereof and accrued interest to date of redemption, plus a premium for each bond redeemed as follows: 4% if redeemed on or prior to April 1, 1984; 3% if redeemed thereafter and on or prior to April 1, 1987; 2% if redeemed thereafter and on or prior to April 1, 1989; 1% if redeemed thereafter and on or prior to April 1, 1991; and no premium if redeemed thereafter. 10 At least thirty (30) days before the date fixed for any such re- demption, the Board, acting on behalf of the Cities, shall cause a written notice of such redemption to be published at least once in a newspaper and a 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 pay- ment of the principal amount of the bonds to be so redeemed, plus any applicable premium thereon, 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 pro- vided above,the bonds,which are to be so redeemed, thereby auto- matically shall be redeemed prior to maturity, and they shall not bear interest after the date fixed for redemption, and shall not be regarded as being outstanding except for the purpose of re- ceiving the funds so provided for such payment. The bonds of this series are issued under the laws of the State of Texas and as permitted by an ordinance adopted concurrently on November 11 and November 12, 1968, respectively, by the City Councils of the Cities of Dallas and Fort Worth entitled "1968 Regional Airport Concurrent Bond Ordinance" (the 1968 Ordi- nance) and, together with Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1968, dated November 1, 1968 (the Series 1968 Bonds), Series 1970 Bonds, dated April 1, 1970 (the Series 1970 Bonds), Series 1970 A Bonds dated November 1, 1970 (the Series 1970 A Bonds) and Series 1971 Bonds, dated March 1, 1971 (the Series 1971 Bonds) are equally and ratably secured by the revenues herein described. This bond is one of a duly authorized series of bonds dated September 1, 1971, of like tenor and effect, except as to number, interest rate, maturity and right of redemption, numbered from 1 through 20,000 of the denomination of $5,000 each, aggregating 11 $100,000,000, issued by the Cities for the purpose of paying part of the Costs of the Project, such term contemplating and relating to the initial construction phases of the Regional Airport, pursuant to ► the Fourth Supplemental Regional Airport Concurrent Bond Ordi- nance adopted by the City Councils of said Cities, supplemental to the 1968 Ordinance, the 1970 Ordinance, the 1970 A Ordinance and the 1971 Ordinance. For the purpose of providing for and securing the payment of the Series 1968 Bonds, Series 1970 Bonds, the Series 1970 A Bonds, the Series 1971 Bonds and this issue of bonds, the Cities have jointly pledged their respective interests in the "Pledged Revenues" to be derived from the ownership and op- eration of the Dallas-Fort Worth Regional Airport when the same is constructed and becomes operational, and in certain instances a part of the revenues derived from other airports of the Cities. Such Pledged Revenues and other revenues will be on deposit from time to time in various funds created by the 1968 Ordinance. Pledged Revenues in the 1968 Ordinance are defined to be the "Gross Revenues" of said Airport when constructed less the amount required to pay the Senior Lien Bonds mentioned next below/�Me lien on the revenues securing this issue of bonds, the Series 1968 Bonds, the Series 1970 Bonds, the Series 1970 A Bonds and the Series 1971 Bonds is subordinate to the lien securing vari- ous outstanding and future issues of bonds of the Cities defined in said Ordinance as "Senior Lien Bonds." Reference is made to the 1968 Ordinance for the definition of Gross Revenues and for a description of the revenues and funds charged with and pledged to the payment of the interest on and principal of the Series 1968 Bonds, the Series 1970 Bonds, the Series 1970 A Bonds, the Series 1971 Bonds and the series of bonds of which this bond is one, the nature and extent of the security thereof, a statement of the rights, duties and obligations of each of the Cities respectively, the rights and remedies of bondholders in the event of default thereunder, 12 and the rights and priorities of the holders of said bonds, to all the provisions of which the holder hereof by the acceptance of this bond assents and agrees. As provided in the 1968 Ordinance, the obligations of the Cities to pay money hereon out of Pledged Revenues are joint, and not several, and except as otherwise provided therein no claim, de- mand, 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, except as in the 1968 Ordinance otherwise provided, such sums shall be payable and collectible solely from the funds in which Pledged Revenues shall from time to time be on deposit. The 1968 Ordinance, as supplemented, provides that, to the extent therein stated, the Dallas-Fort Worth Regional Airport Board, acting on behalf of the Cities, shall fix and shall from time to time revise the rate of compensation for use of and for services rendered by or at the Dallas-Fort Worth Regional Airport which will be fully sufficient to produce Pledged Revenues adequate to pay the operation and maintenance expenses thereof plus 1.25 times the amounts required to be deposited to the credit of the Interest and Sinking Fund (established by the 1968 Ordinance) for the payment of the principal of and interest on the parity bonds from time to time outstanding thereunder as the same shall become due and payable and to timely purchase or redeem such bonds prior to maturity as required therein. It is further provided in said Ordinance that to the extent Pledged Revenues are not ade- quate for said purposes and for the additional purpose of properly and adequately maintaining and operating said Airport, the Cities 13 pledge and obligate themselves to levy and collect the ad valorem tax defined therein as the "Maintenance Tag," and to devote the proceeds thereof to the purpose of operating and maintaining said Airport in lieu of using revenues for said purpose, subject at all times to the limits of said tax provided by law and in said Ordi- nance. As further provided in said Ordinance, the obligations of the Cities to levy and collect such tax are several, and not joint, and no action, claim, suit or demand shall be made against one City for the default of the other, each City's respective obligation being limited to the collection of its proportionate amount re- quired from said tax for such purposes, all as specified in said Ordinance. Under the terms and conditions provided in the 1968 Ordinance, and in the said supplements thereto, the Cities reserve the right to issue additional Senior Lien Bonds for the purposes therein stated, which said bonds shall be superior as to lien to the Series 1968 Bonds, the Series 1970 Bonds, the Series 1970 A Bonds, the Series 1971 Bonds and the bonds of this issue, and reserve the further right to issue additional bonds secured by alien on a parity with the lien securing the Series 1968 Bonds, Series 1970 Bonds, the Series 1970 A Bonds, the Series 1971 Bonds and this series of bonds under the conditions set forth in said Ordinance and the supple- ments thereto. The holder hereof shall never have the right to demand pay- ment of this obligation out of any funds raised or to be raised by taxation. It is hereby certified and recited that all acts and things re- quired by the Constitution and laws of the State of Texas to be done, to exist, and to be performed precedent to and in the is- suance of this bond and the issue of which it is one have been done, do exist and have been performed as so required. 14 IN WnWEss WHUEOF, the City Council of the City of Dallas, Texas, has caused the facsimile seal of that City to be placed hereon and this bond to be signed by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Auditor; and the City of Fort Worth, Texas, has caused the facsimile 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 by its City Attorney; and each said City Council has caused the attached coupons to be signed by the facsimile signa- tures of the Mayor and City Auditor of the City of Dallas and the Mayor and City Secretary of the City of Fort Worth. Mayor, City of Dallas, Texas COUNTERSIGNED: City Auditor, City of Dallas, Texas Mayor, City of Fort Worth, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas APPROVED As To FORM: City Attorney, City of Fort Worth, Texas FORM OF COUPON) No. ................ $................ ON THE . .................. DAY OF ........................, 19.... 15 unless due provision has been made for the redemption prior to maturity of the below numbered bond to which this coupon apper- tains, 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 Mercantile National Bank at Dallas, Dallas, Texas, or at the option of the holder at Continental National Bank of Fort Worth, Fort Worth, Texas, or at The Chase Manhattan Bank, N.A.,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 Joint Revenue Bonds, Series 1971 A", dated September 1, 1971. 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. Mayor, City of Dallas, Texas COUNTERSIGNED: City Auditor, City of Dallas, Texas Mayor, City of Fort Worth, Texas COUNTERSIGNED: City Secretary, City of Fort Worth, Texas 16 (FORM OF COMPTROLLER's CERTIFICATE) OFFICE OF COMPTROLLER STATE OF TEXAS 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 regis- tered as required by law. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (SEAL) ARTICLE IV EXECUTION,APPROVAL,RwISTRATION,SALE AND DELIVERY OF SERIES 1971 A BONDS SEcrION 4.1. Method of Execution. Each of the Series 1971 A Bonds shall be signed and executed on behalf of the City of Dallas by the facsimile signature of its Mayor and countersigned by the facsimile signature of its City Auditor, and the corporate seal of that City shall be impressed or printed or lithographed on each bond.Each of the Series 1971 A Bonds shall be signed and executed on behalf of the City 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 by the facsimile signature of the City Attorney of the City, and its corporate seal shall be impressed or printed or lithographed upon each bond. 17 The respective signatures of the Mayor and City Auditor of the City of Dallas and of the Mayor and City Secretary of the City of Fort Worth shall be lithographed or printed upon the coupons * attached to the Series 1971 A Bonds. All facsimile signatures placed upon the bonds and their coupons shall have the same effect as if • manually placed thereon, all as provided in Article 717j, Texas Revised Civil Statutes, as amended. SEMON 4.2. Approval and Registration. The Board is hereby authorized to have control and custody of the Series 1971 A Bonds and all necessary records and proceedings pertaining thereto pend- ing their delivery, and the Chairman and officers and employees of the Board and of the Cities are hereby authorized and instructed to make such certifications and to execute such instruments as may be necessary to accomplish the delivery of said 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 1971 A 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 said 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. SEcriox 4.3. A. The Sale of the Series 1971 A Bonds. The Series 1971 A Bonds are hereby sold in accordance with law and shall be delivered 18 to the underwriters (listed in Schedule I to the Contract of Pur- chase dated August 23, 1971) for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated and F. S. Smithers & Co., Inc., are acting as Managers, at the price of $. . _ . _ . . plus accrued interest from September 1, 1971, to date of delivery, and in ac- cordance with the terms and conditions set forth in said Contract of Purchase. B. Contract of Purchase. The Contract of Purchase setting forth the terms of the sale of the Series 1971 A Bonds to the purchasers thereof referred to in A above is hereby accepted, approved and authorized to be delivered in executed form to the said purchasers. The Contract of Purchase shall be executed on behalf of the City of Dallas by the City Manager with its corporate seal impressed thereon, attested by the City Secretary, countersigned by the City Auditor and approved as to form by the City Attorney. The Con- tract 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 DLSPOSITION OF BOND PRocEEDs SEMON 5.1. A. Interest During Construction. It is hereby found and de- termined that the estimated period of construction of the Project, that is to say the period prior to which the Airport is expected to become revenue producing is twenty-six months from September 1, 1971 and accordingly the amount equal to the interest to become due on the Series 1971 A Bonds during said period is hereby ap- propriated from the proceeds of the sale of the Series 1971 A Bonds 19 and ordered to be deposited to the credit of the Interest and Sinking Fund to be used, applied and devoted to the purposes specified in the 1968 Ordinance for moneys on deposit in said Fund. If it shall become necessary to remove or withhold the amount appropriated by this Subsection A from the custody of the Treasurer in order to comply with the requirements of Sec- tion 7.1, 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 Continental National Bank of Fort Worth, Fort Worth, Texas, one of the Paying Agents for the Series 1971 A Bonds. Such portion of the Interest and Sinking Fund thus held by said Paying Agent for the benefit of the holders of the Bonds, and pending its use to pay interest on the Series 1971 A 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 re- quirements of Section 7.1. To the extent that this Section is in- consistent with the provisions of the Contract and Agreement, then the Contract and Agreement is hereby amended to accommodate the requirements of this Section. B. Reserve Fund. In accordance with the requirements of the 1968 Ordinance, there is hereby appropriated from the proceeds of the sale of the Series 1971 A Bonds and ordered to be deposited into the Reserve Fund, an amount at least equal to the average annual principal (or principal accumulation) and interest require- ments on account of the Series 1971 A Bonds. SEMoN 5.2. Construction Fund. Except as otherwise provided in Section 5.1., all proceeds derived from the sale of the Series 1971 A Bonds shall be deposited promptly upon the receipt thereof to the credit of the Construction Fund and the moneys within said 20 Fund shall be used solely for the purpose of defraying a part of the Costs of the Project in accordance with the 1968 Ordinance. ARTICLE VI ADOPTION OF PROVISIONS OF 1968, 1970, 1970 A AND 1971 ORDINANCES,PLEDGE, INTEREST AND SINKING FUND SECTION 6.1. Adoption. The Series 1971 A Bonds authorized here- by are parity"Completion Bonds"as the term is defined and as per- mitted to be issued in the 1968 Ordinance, and in addition to the definitions set forth in Article II of the 1968 Ordinance hereto- fore adopted, for purposes of this Ordinance Section 2.2 of Article II, and Articles V through XI, both inclusive, of the 1968 Ordi- nance and Sections 7.2 and 7.3 of the 1970 Ordinance are hereby adopted by reference and shall be applicable to the Series 1971 A Bonds for all purposes, except to the extent hereinafter specifically modified or supplemented. Both the Outstanding Bonds and the Series 1971 A Bonds shall be on a parity in all respects. SECTION 6.2. Pledge. The principal of and the interest on the Series 1971 A Bonds and the Outstanding Bonds are and shall be secured by and payable from a first lien on and pledge of the Pledged Revenues and the funds in which they shall from time to time be on deposit. In addition to the Pledged Revenues the Series 1971 A Bonds and the Outstanding Bonds are and shall be further secured by and payable from the "Transitional Pledge" as made and described in Section 6.3 of the 1968 Ordinance. Such revenues are hereby irrevocably pledged to the payment of the Outstanding Bonds,the Series 1971 A Bonds,any other Completion Bonds and Additional Parity Bonds hereafter issued in accordance with the terms of the 1968 Ordinance until all of the Outstanding Bonds, the Completion Bonds, including the Series 1971 A Bonds, and any Additional Parity Bonds are retired. 21 SEMON 6.3. Interest and Sinking Fund. In addition to all other amounts required by the 1968 Ordinance, the 1970 Ordinance, the 1970 A Ordinance and the 1971 Ordinance, so long as any of the Series 1971 A Bonds remain outstanding and unpaid the Board shall transfer on or before the 1st day of each month, from the Operating Revenue and Expense Fund to the Interest and Sinking Fund, after taking into account unexpected investment earnings on deposit in the Interest and Sinking Fund, (1) beginning on October 1, 1973, an amount necessary to provide 1/6th of the amount of interest to become due on the Series 1971 A Bonds on the next succeeding interest pay- ment date thereof, provided, however, that no transfers shall be required on such dates to the extent money has been pro- vided from future issues of Completion Bonds to pay the in- terest then becoming due on the Series 1971 A Bonds; (2) beginning on October 1, 1978, an amount necessary to provide in twelve equal installments the amount of principal of the Series 1971 A Bonds maturing on November 1 following each of the twelve month periods ending September 30, 1979, through September 30, 1986;and (3) beginning on October 1, 1986, and on the 1st day of each month thereafter through September 1, 2001, for each twelve month period ending on September 30, 1/12th of the amounts indicated as follows: 1987 $ 2,500,000 .. . 000 1988 . .. 2,750, 1989 .... . . .. .. . ............... 31000,000 1990 . .. . .. .. . ...... ...... ... .. . ..... .........I . 3,500,000 1991 ............ .......... .... ........ ................. .... 3,500,000 1992 ......... .... ...... . ........... ............ 3,750,000 1993 ...... . 4,000,000 1994 ...... .......... ............. . . ..... 4,250,000 1995 4,250,000 1996 ..... ....I............I I..... .... 4,750,000 1997 ... .. ... ....... 5,250,000 . ....................... .............. . . 1998 . ..... 5,500,000 1999 5,750,000 2000 _ . _ _ ... 6,250,000 2001 . . ..... 26,000,000 22 The sinking fund payments required by this sub-paragraph (3) may be used to purchase Series 1971 A Bonds as permitted In Section 7.4 of the 1968 Ordinance, and to the extent not so used, shall be used to redeem the Series 1971 A Bonds on No- vember 1, 1987, and on each November 1, thereafter at the principal amount thereof and accrued interest to date of re- demption without premium. If it shall be determined that the annual transfers to the Interest and Sinking Fund required by this sub-paragraph (3) will produce a surplus in the Interest and Sinking Fund at maturity of the Series 1971 A Bonds, the annual sinking fund payments required by this sub-paragraph (3) on account of the Series 1971 A Bonds may be reduced in approximately equal amounts. SEMON 6.4. The Director of Finance shall make transfers of funds on deposit in the Interest and Sinking Fund for payment of the principal of and interest on the Series 1971 A Bonds to Mercan- tile National Bank at Dallas, Dallas,Texas, on behalf of the Paying Agents at least five (5) days prior to the due dates and redemption dates. ARTICLE VII MISCELLANEOUS COVENANTS AND PROVISIONS SEMON 7.1. Use of Bond Proceeds. The Cities hereby covenant that until such time as permitted by governmental rulings or regu- lations under Section 103 of the Internal Revenue Code of 1954, as amended, the proceeds from the sale of any series of Addi- tional Parity Bonds or Completion Bonds, including the Series 1971 A Bonds, except such of the proceeds of the issue (1) deposited in the Reserve Fund and (2) deposited in the Construction Fund, will not be used to acquire securities or obligations (other than obligations described in Subsection (a) (1) of said Section 103) that will produce an adjusted yield greater by more than one-half of one percentage point than the adjusted yield of the respective AA Gc� Series of Bonds as such adjusted yields are computed by Part 13 of the Temporary Income Tag Regulations issued November 12, 1970, under the Tag Reform Act of 1969. SEmoN 7.2. Observance of Covenants. The Board, the officers, employees and agents are hereby directed to observe, comply with and carry out the terms and provisions of this Ordinance. ARTICLE VIII AMENDMENTS To ORDINANCE This Ordinance may be amended by concurrent ordinances adopted by the City Councils, in the same manner as provided in the 1968 Ordinance for the amendment of the 1968 Ordinance. ARTICLE IX SEVERABU TY,REPEAL AND COUNTERPARTS SEmoN 9.1. Ordinance Irrepealable. After any of the Series 1971 A 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 re- main irrepealable until the Bonds and the interest thereon shall be fully paid, cancelled, refunded or discharged or provision for the payment thereof shall be made by depositing money in trust with the Paying Agents or another National Banking Association equal in amount to the aggregate principal amount of Bonds outstanding plus interest and any applicable premium to their earliest redemp- tion date, or, if none, to their maturity. SWNON 9.2. Severability. If any Section, paragraph, clause or provision of this Ordinance shall for any reason be held to be in- valid or unenforceable, the invalidity or unenforceability of such 24 Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. If any Section, paragraph, clause or provision of the Contract and Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or un- enforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of the Contract and Agreement, or of any other provisions of this Ordinance not de- pendent directly for effectiveness upon the provision of the Con- tract and Agreement thus declared to be invalid and unenforceable. SEMON 9.3. Repealer. All orders, resolutions and ordinances, or parts thereof, inconsistent herewith are hereby repealed to the extent of any such inconsistency. SEcriox 9.4. Counterparts. This Ordinance may be executed in counterparts, and when duly passed by both Cities, and separate counterparts are duly executed by each City, the Ordinance shall be in full force and effect. PASMD AND CORRECTLY Exxon AuGusr 23, 1971. Mayor,City of Dallas, Texas (SEAT.) ATrEsr: City Secretary,City of Dallas, Texas 25 APPROVED As TO FORM: City Attorney,City of Dallas, Texas Passed August 23, 1971. or, City of, Fort Worth, Texas (SEAL) ATTEST: .ty cretary, City of Fort Worth, Texas APPROVED AS TO FORM AND LEGALrrZL er-!- TA040-1&m� it Attorney, City of Fort Worth, Texas 26 THE STATE OF TERAS COUNTY OF DALLAS CITY OF DALLAS I, .. . ... ............, ........................................ City Secretary of the City of Dallas, Texas, do hereby certify: 1. That the above and foregoing is a true and correct copy of an excerpt from the minutes of the City Council of the City of Dallas, had in regular meeting, August 23, 1971, authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971 A in the aggregate principal amount of$100,000,- 000, which ordinance is duly of record in the minutes of said City Council. 2. That said meeting was open to the public, and public notice of the time, place and p of said meeting was given, all as required by Vernon's Ann. Civ. St. Article 6252-17, as amended. WITNESS MY HAND and seal of the City of Dallas, Texas, this ........ day of August, 1971. City Secretary, City of Dallas, Texas (SEAL) 27 THE STATE OF TEXAS l COUNTY OF TARRANT f I, Roy A. Bateman, 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. 6531 duly presented and passed by the City Council of the City of Fort Worth, Texas, at a regular meeting held on the 23rd day of August, 1971, as same appears 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 Vernon's Ann. Civ. St. Article 6252-17, as amended. WnTNEss MY HAND and the Official S al of the City of Fort Worth,Texas,this the ...... day of Augus 971. City Secretary, Cay of Fort Worth, Texas (SFAs.) CERTIFICATE FOR RESOLUTION 71-130 THE STATE OF TEXAS , COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BOARD : We, the undersigned officers of said Board, hereby certify as follows : 1. The Board of Directors of the Dallas-Fort Worth Regional Airport convened in SPECIAL MEETING ON THE 23RD DAY OF AUGUST, 1971, at the E1 Patio East Building in Arlington, Texas , and the roll was called of the duly constituted officers and members of said Board, to-wit: J. Erik Jonsson, Chairman Morris G. Spencer J. Lee Johnson, III, Vice Chairman R. M. Stovall Frank A. Hoke Carl J. Thomsen Thomas L. Martin, Jr. George M. Underwood, Jr. J. C. Pace, Jr. Bayard Friedman, Secretary Elgin B. Robertson and all ofid pprsonswere resent, p cep - -he 1 absentees : 4W, 4,04? thus constituting a quorum. Whereupo , amoA other business , a written Resolution Approving the Fourth Supplemental Regional Airport Concurrent Bond Ordinance and Requesting its Adoption by the City Councils of the Cities of Dallas and Fort Worth was duly introduced for the consideration of said Board of Directors . It was then duly moved and seconded that said Resolution be adopted; and said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following vote : AYES : All members of the Board shown present above voted "Aye . " NOES : None. 2. That a true , full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in the minutes of said Meeting; that the above and foregoing paragraph is a true , full and correct excerpt from the minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board of Directors as indicated therein; that each of the officers and members of said Board of Directors was duly and sufficiently notified officially and personally in advance , of the time , place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose ; and that said Meeting was open to the public as required by law; and that public notice of the time, place, and purpose of said meeting was given as required by Vernon' s Ann. Civ. St. Article 6252-17, as amended. 3. That the Chairman and the Secretary of said Board hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes . SIGNED AND SEALED the 23rd day of August, 1971. Secretary hairman (SEAL) RESOLUTION 71-130 APPROVING THE FOURTH SUPPLEMENTAL REGIONAL AIRPORT CONCURRENT BOND ORDINANCE, REQUESTING ITS PASSAGE BY THE CITY COUNCILS OF THE CITIES OF DALLAS AND FORT WORTH, ADOPTING A SCHEDULE OF INTENDED USES OF THE BOND PROCEEDS INCLUDING A SCHEDULE OF CONSTRUCTION FUND USES, AND AUTHORIZING OTHER MATTERS IN THE PREMISES. THE STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BOARD : WHEREAS, the Cities of Dallas and Fort Worth, Texas (the "Cities") , have heretofore entered into a Contract and Agreement dated April 15 , 1968, governing inter alia the construction and financing of the Dallas-Fort Worth Regional Airport; and WHEREAS, such contract and agreement provides that when each series of bonds is issued that the Board shall seek and obtain the preparation of a proposed ordinance to be adopted concurrently by the Cities , authorizing such series of bonds; and WHEREAS, in accordance with such procedure the Cities have heretofore issued their Dallas-Fort Worth Regional Airport Joint Revenue Bonds , Series 1968, in the aggregate principal amount of $35 ,000 ,000 , Series 1970 in the aggregate principal amount of $50 ,000,000 , Series 1970 A in the aggregate principal amount of $50 ,000,000, and Series 1971 in the aggregate princi- pal amount of $75,000 ,000; and WHEREAS , in accordance with said contract and agreement the Board has sought and obtained the preparation of a proposed ordinance to be adopted concurrently by said Cities authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971 A (the "Series 1971 A Bonds") , in the aggregate principal amount of $100 ,000,000, which shall be on a parity with said Series 1968, Series 1970 , Series 1970 A and Series 1971 Bonds; and WHEREAS, it is the desire of the Board by this resolution to approve said ordinance in the form attached hereto and to respectfully request the City Councils of the Cities of Dallas and Fort Worth to pass said ordinances and thus authorize the issuance and sale of said Series 1971 A Bonds; and WHEREAS, the Board is required to adopt a schedule of intended uses of bond proceeds and a current schedule of contruction fund uses , and to forward same to the City Councils of said Cities; and WHEREAS , it is the further desire of the Board to adopt a schedule of intended uses of the bond proceeds and a schedule of construction fund uses in accordance with said requirements. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DALLAS-FORT WORTH REGIONAL AIRPORT: 1. That the proposed concurrent ordinance of the City Councils of the Cities of Dallas and Fort Worth, bearing the short title "Fourth Supplemental Regional Airport Concurrent Bond Ordinance" be and the same is hereby in all respects approved by the Board in the form and substance attached hereto and made a part hereof as Exhibit A. 2. That it is hereby recommended to the City Councils of the Cities of Dallas and Fort Worth that they pass the Fourth Supplemental Regional Airport Concurrent Bond Ordinance in the form attached hereto and said City Councils are hereby requested to so do; and 3. That the Executive Director is hereby directed to promptly forward copies of said ordinance to the City Councils of said Cities along with a copy of this resolution, together with exhibits attached hereto. 4. That, in accordance with the requirements of the Contract and Agreement , the Executive Director is further directed to forward by the earliest practical means a copy of said ordinance to the City Attorney of each of the Cities with the request that each present the same at the next meeting of his City Council, along with the request of this Board, respect- fully submitted, that said ordinance be approved and passed. 5 . That upon the passage of said ordinance by said City Councils the appropriate officers of this Board are hereby authorized and directed to take such steps as may be necessary or considered appropriate to accomplish the delivery of said bonds at the earliest practicable date. 6. That the Schedule of Intended Uses of Bond Proceeds together with the Current Schedule of Construction Fund Uses attached hereto and made a part hereof as Exhibit B is hereby approved with the express understanding that the Financial Director shall have full authority to make variations in the amounts shown thereon and communicate such variations to the Cities as may be necessary to reflect actual interest rates to be borne by the Series 1971 A Bonds and the actual sales price thereof. ---------------------------------------- r CERTIFICATE FOR RESOLUTION 71-131 THE STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BOARD : We, the undersigned officers of said Board, hereby certify as follows : 1. The Board of Directors of the Dallas-Fort Worth Regional Airport convened in SPECIAL MEETING ON THE 23RD DAY OF AUGUST , 1971 , at the E1 Patio East Building in Arlington, Texas , and the roll was called of the duly constituted officers and members of said Board, to-wit: J. Erik Jonsson, Chairman Morris G. Spencer J. Lee Johnson, III, Vice Chairman R. M. Stovall Frank A. Hoke Carl J. Thomsen Thomas L. Martin, Jr. George M. Underwood, Jr. J. C. Pace, Jr. Bayard Friedman, Secretary Elgin B. Robertson and all of rid rsons were present , exce ,t, .th f 1��g absentees: �� r� ' >„ thus constituting a quorum. Whereupon, am6ng other business, a written Resolution Approving the Form of a Contract of Pur- chase dated August 23, 1971 , whereby Bonds are Sold to the Purchasers therein stated, Authorizing its Execution by the Proper Officers of the Board and Authorizing the Executive Director to forward executed copies of same to the City Councils of the Cities of Dallas and Fort Worth was duly introduced for the consideration of said Board of Directors. It was then duly moved and seconded that said Resolution be adopted; and said motion, carrying with it the adoption of said Resolution pre- vailed and carried by the following vote: AYES: All members of the Board shown present above voted "Aye. " NOES: None. 2. That a true, full and correct copy of the afore- said Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certifi- cate; that said Resolution has been duly recorded in the minutes of said Meeting; that the above and foregoing paragraph is a true,, full and correct excerpt from the minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board of Directors as indicated therein; that each of the officers and members of said Board of Directors was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to the public as required by law; and that public notice of the time, place, and purpose of said meeting was given as required by Vernon' s Ann. Civ. St. Article 6252-17, as amended. 3. That the Chairman and the Secretary of said Board hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. SIGNED AND SEALED the 23rd day of August, 1971. Secretary VChairiian I RESOLUTION 71-131 APPROVING THE FORM OF A CONTRACT OF PURCHASE DATED AUGUST 23 , 1971, WHEREBY BONDS ARE SOLD TO THE PURCHASERS THEREIN STATED, AUTHOR- IZING ITS EXECUTION BY THE PROPER OFFICERS OF THE BOARD AND AUTHORIZING THE EXECUTIVE DIRECTOR TO FORWARD EXECUTED COPIES OF SAME TO THE CITY COUNCILS OF THE CITIES OF DALLAS AND FORT WORTH. THE STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BOARD : WHEREAS , concurrently herewith the Board has adopted a resolution approving the form of the Fourth Supplemental Regional Airport Concurrent Bond Ordinance, recommending same to, and requesting its passage by, the City Councils of the Cities of Dallas and Fort Worth; and WHEREAS , said ordinance provides therein that the Dallas-Fort Worth Regional Airport Joint Revenue Bonds , Series 1971 A. in the aggregate principal amount of $100,000 ,000 (the "Series 1571 A Bonds") are to be sold to the purchasers therein named at the price therein stated in accordance with the terms of a Contract of Purchase dated August 23 , 1971; and WHEREAS , it is the desire of the Board to approve the form of such Contract of Purchase and authorize its execution by the proper officers of the Board; and NOW, THEREFORE , BE IT RESOLVED BY THE BOARD OF DI- RECTORS OF THE DALLAS-FORT WORTH REGIONAL AIRPORT: That the Contract of Purchase, dated August 23 , 1971, providing for the terms of sale of the Series 1971 A Bonds by the Cities of Dallas and Fort Worth to the purchasers therein named is hereby in all respects approved by the Board in the form and substance attached hereto and made a part hereof as Exhibit A, and the Chairman of the Board is hereby authorized to execute such Contract of Purchase , and the corporate seal of Board shall be impressed thereon and attested by the Secretary of said Board. That upon execution in the manner herein prescribed by the officers of this Board the Executive Director is hereby directed to forward copies of said executed Contract of Purchase to the City Councils of the Cities of Dallas and Fort Worth for further handling by such bodies. ------------------------------------------ CERTIFICATE FOR RESOLUTION 71-132 THE S TATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BOARD : We, the undersigned officers of said Board, hereby certify as follows : 1. The Board of Directors of the Dallas-Fort Worth Regional Airport convened in SPECIAL MEETING ON THE 23RD DAY OF AUGUST, 1971 , at the E1 Patio East Building in Arlington, Texas , and the roll was called of the duly constituted officers and members of said Board, to-wit : J. Erik Jonsson, Chairman Morris G. Spencer J. Lee Johnson, III, Vice Chairman R. M. Stovall Frank A. Hoke Carl J. Thomsen Thomas L. Martin, Jr. George M. Underwood, Jr. J. C . Pace , Jr. Bayard Friedman, Secretary Elgin B. Robertson and all of id persons were. presemt, except., tl fo�lowing absentees : ` ( 1 � o��� , thus constituting a quorum. Whereupon among other business , a written Resolution Approving the form of the Official Statement dated August 23 , 1971; Authorizing its execution by the Chairman and the Executive Director; Authorizing its use in the Public Sale of Dallas-Fort Worth Regional Airport Joint Revenue Bonds , Series 1971 A, in the aggregate principal amount of $100,000 ,000 in accordance with the Contract of Purchase Concurrently authorized; Authorizing the Executive Director to Deliver Executed Copies of same to the Purchasers of the Bonds named in said Contract of Purchase was duly introduced for the considera- tion of said Board of Directors. It was then duly moved and seconded that said Resolution be adopted; and said motion, carrying with it the adoption of said Resolution, prevailed and carried by the following vote : AYES : All members of the Board shown present above voted "Aye. " NOES : None. 2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in the minutes of said Meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the minutes of said Meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of said Board of Directors as indicated therein; that each of the officers and members of said Board of Directors was duly and sufficiently notified officially and personally in advance, of the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced and considered for adoption at said Meeting, and each of said officers and members consented, in advance, to the holding of said Meeting for such purpose; and that said Meeting was open to the public as required by law; and that public notice of the time, place, and purpose of said meeting was given as required by Vernon' s Ann. Civ. St. Article 6252-17, as amended. 3. That the Chairman and the Secretary of said Board hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes . SIGNED AND SEALED the 23rd day of August, 1971. o Secretary 7 Chairman (SEAL) RESOLUTION 71-132 APPROVING THE FORM OF THE OFFICIAL STATEMENT DATED AUGUST 23 , 1971, AUTHORIZING ITS EXECUTION BY THE CHAIRMAN AND THE EXECUTIVE DIRECTOR: AUTHORIZING ITS USE IN THE PUBLIC SALE OF DALLAS-FORT WORTH REGIDNAL AIRPORT JOINT REVENUE BONDS, SERIES 1971 Al IN THE AGGREGATE PRINCIPAL AMOUNT OF $100,000,000 IN ACCORDANCE WITH THE CONTRACT OF PURCHASE CONCUR- RENTLY AUTHORIZED; AUTHORIZING THE EXECUTIVE DIRECTOR TO DELIVER EXECUTED COPIES OF SAME TO THE PURCHASERS OF THE BONDS NAMED IN SAID CONTRACT OF PURCHASE. THE STATE OF TEXAS COUNTIES OF DALLAS AND TARRANT DALLAS-FORT WORTH REGIONAL AIRPORT BOARD : WHEREAS , concurrently herewith the Board has adopted a resolution approving the form of the Fourth Supplemental Regional Airport Concurrent Bond Ordinance, recommending same to, and requesting its passage by, the City Councils of the Cities of Dallas and Fort Worth; and WHEREAS, said ordinance provides therein that the Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971 A, in the aggregate principal amount of $100 ,000,000 (the "Series 1971 A Bonds") are to be sold to the purchasers therein named at the price therein stated in accordance with the terms of a Contract of Purchase dated August 23, 1971; and WHEREAS, the Contract of Purchase requires the Board to deliver to the purchasers of the Series 1971 A Bonds executed copies of the Official Statement substantially in the form dated August 23, 1971, for use in the public offering of said Bonds ; and WHEREAS, it is the desire of the Board to approve the form of the Official Statement and authorize its execution by the proper officers of the Board. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DALLAS-FORT WORTH REGIONAL AIRPORT: 1. That the Official Statement substantially in the form attached hereto as Exhibit A and made a part hereof is hereby in all respects approved by the Board, and the Chairman of the Board and the Executive Director are hereby authorized to execute same. 2. That upon execution in the manner herein prescribed the Executive Director is hereby directed to deliver three executed copies of said Official Statement to the purchasers of the Series 1971 A Bonds named in the Contract of Purchase. 3. That the Official Statement with such appropriate variations as shall be approved by the Executive Director and said purchasers shall be used by the said purchasers in the public offering and sale of the Series 1971 A Bonds. ------------------------------------------ CHAS. P. YOUNG COMPANY/75 VARICK STREET/NEW YORK/212 431-5300 (B-9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-20-71 Ratings: Mgpdy's Baa NEW ISSUE Standard & Poor's A In the opinion of Bond Counsel, interest on the 1971 A Bonds is exempt froth present Federal income taxation under existing statutes, regulations, rulings and court decisions(except possibly as provided by Section 103(c) of the Internal Revenue Code of 1954,as amended,with,respect to any 1971 A Bond for any period during which such bond is held by a person who is a substantial user of the facilites financed from the proceeds of the 1971 A Bonds,or by a related person as defined in said Section 103(e)). $10090009000 DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Bonds, Series 1971 A Dated:September 1, 1971 Due:November 1, 1979 to 1986, inclusive, and November 1, 2001 Principal and semi-annual interest (May 1 and November 1; first coupon, May 1, 1972, for eight months interest) payable at Mercantile National Bank at Dallas, Dallas, Texas, or, at the option of the holder, at Continental National Bank of Fort Worth, Fort Worth, Texas, or at The, Chase Manhattan Bank, N.A., New York, New York. Coupon bonds in the denomination of$5,000. The 1971 A Serial Bonds are not subject to redemption prior to maturity. The 1971 A Term Bonds are subject to mandatory redemption prior to maturity in part (by lot) on any November 1 beginning November 1, 1987 in the amounts required to be credited to the Interest and Sinking Fund as sinking fund payments, at the principal amount thereof and accrued interest. The 1971 A Term Bonds may be redeemed as a whole on the first day of any month on or after May 1, 1981, or in part (by lot) on any interest payment date beginning May 1, 1981, from other moneys, at the principal amount thereof and accrued interest,together with a premium of 4% if redeemed on or prior to April 1, 1984, 3% if redeemed thereafter and on or prior to April 1, 1987, 2% if redeemed thereafter and on or prior to April 1, 1989, 1% if redeemed thereafter and on or prior to April 1, 1991, and without premium if redeemed thereafter. The 1971 A Bonds are the fifth issue of parity bonds issued jointly by the Cities of Dallas and Fort Worth, Texas, for the construction of the Dallas-Fort Worth Regional Airport. There are $210,000,000 principal amount of Bonds now outstanding. Such Bonds are secured by a pledge (1) prior to the date the Airport becomes operational, of revenues derived by the Cities from the ownership and operation of existing airports, and (2) after the date the Airport becomes operational, of Gross Revenues derived from the ownership and operation of the Airport, including rentals, fees and charges which have been agreed to be paid by eight airlines now serving the Cities, in each case subject to the lien of certain outstanding airport revenue bonds of the Cities. Interest on the 1971 A Bonds to November 1, 1973, and an addition to the Reserve Fund in an amount equal to the average annual principal, sinking fund and interest requirements on the 1971 A Bonds, will be provided out of the proceeds of the 1971 A Bonds. (See "Authority and Security for the Bonds"). MATURITY SCHEDULE $15,000,000 Serial Bonds Due November 1 Amount Year Coupon Price Amount Year Coupon Price $1,500,000 1979 5.30% 100% $2,000,000 1983 6.00% 100% 1,500,000 1980 5.50 100 2,000,000 1984 6.15 100 1,500,000 1981 5.75 100 2,250,000 1985 6.30 100 1,750,000 1982 5.90 100 2,500,000 1986 6.40 100 $85,000,000 63/4% Term Bonds Due November 1, 2001 Price 100% (accrued interest from September 1,1971 to be added) The 1971 A Bonds are offered for delivery when, as and if issued, and subject to the unqualified approval of the Attorney General of the State of Texas and McCall, Parkhurst & Horton, Bond Counsel, Dallas, Texas. It is expected the 1971 A Bonds will be delivered on or about September 14, 1971. i A LOCATION MAP DALLAS-FORT WORTH REGIONAL AIRPORT Coppell Grapevine Dallas/Fort Wort egional Airport Garland Euless Haltom Hurst City Irving Grand Prairie Mesquite Dallas Fort Worth Arlington N o s SCALE IN MILES 2 DALLAS-FORT WORTH REGIONAL AIRPORT BOARD ERIK JONSSON, Chairman . . . . . . . . . . . . . . . . . . Dallas J. LEE JOHNSON, III, Vice Chairman . . . . . . . . . . . . . Fort Worth BAYARD H. FRIEDMAN, Secretary . . . . . . . . . . . . . . Fort Worth FRANK A. HOKE . . . . . . . . . . . . . . . . . . . . . Dallas THOMAS L. MARTIN, JR. . . . . . . . . . . . . . . . . . . . Dallas J. C. PACE, JR. . . . . . . . . . . . . . . . . . . . . Fort Worth ELGIN B. ROBERTSON . . . . . . . . . . . . . . . . . . . Dallas MORRIS G. SPENCER . . . . . . . . . . . . . . . . . . . . Dallas R. M. STOVALL . . . . . . . . . . . . . . . . . . . . Fort Worth CARL J. THOMSEN . . . . . . . . . . . . . . . . . . . Dallas GEORGE M. UNDERWOOD, JR. . . . . . . . . . . . . . . . . . Dallas DALLAS-FORT WORTH REGIONAL AIRPORT STAFF THOMAS M SULLIVAN . . . . . . . . . . . . . . . Executive Director JACK D. DOWNEY . . . . . . . . . . . . . . Deputy Executive Director ERNEST E. DEAN . . . . . . . . . . . Deputy Executive Director, Engineering ROBERT F. McKEE . . . . . . . . . . . . . . . Director of Engineering RICHARD H. LAMAN, JR. . . . . . . . . . . . . . Director of Finance MICHAEL J. SGANGA . . . . . . . . . . . . . . . Director of Planning 0 DALLAS-FORT WORTH REGIONAL AIRPORT CONSULTANTS CHARLES W. CRONIN . . . . . Airport Consultant for Properties and Facilities LEIGH FISHER ASSOCIATES, INC. . . . . . . . . . . . . Airport Consultants TIPPETTS-ABBETT-McCARTHY-STRATTON . . . . . . . Engineers and Architects BRODSKY, HOPF AND ADLER . . . . . . . . . . . . . . . . Architects HELLMUTH, OBATA AND KASSABAUM . . . . . . . . . . . . . Architects THE RALPH M. PARSONS COMPANY . . . . . . . . . . . . . . Engineers ROBERT E. McKEE, INC. . . . . . . . . . . . . . . . . . . Engineers SOUTHWESTERN LABORATORIES, INC. . . . . . . . . . . Testing Engineers PEAT, MARWICK, MITCHELL & CO. . . . . . . . . . . . . . . Auditors McCALL, PARKHURST & HORTON . . . . . . . . . . . . . Bond Counsel HUTCHISON & PHY . Special Bond Counsel for Special Facility Financing, Tax and Securities Affairs DUMAS, HUGUENIN AND BOOTHMAN . . . Bond Attorneys, Special Facility Financing • DALLAS-FORT WORTH REGIONAL AIRPORT FINANCIAL ADVISORS FIRST SOUTHWEST COMPANY Mercantile Bank Building, Dallas, Texas 75201 3 (9200)—Dallas-Fcrt Worth Regional Airport H52-37 down Proof of 8-3-71 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 1971 A BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. This Official Statement does not constitute an offer to sell Bonds in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. No dealer, salesman or any other person has been authorized to give any information or make any representation, other than those contained herein, in connection with the offering of these Bonds, and if given or made, such information or repre- sentation must not be relied upon. TABLE OF CONTENTS PAGE Location Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Dallas-Fort Worth Regional Airport Board, Staff, Consultants and Advisors 3 Introductory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Dallas-Fort Worth Regional Airport Board . . . . . . . . . . . . . . . . . . . . . . . . 6 Authority and Security for the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 First Phase of the Airport . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Debt Service Requirements . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . 12 Feasibility Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Letters of Agreement with Airlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Existing Aviation Facilities of the Cities . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 The Contract Between the Cities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 The Ordinance . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Tax Exemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Approval of Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Scale Model of One Passenger Terminal Half-Loop . . . . . . . . . . . . . . . . . . 38 Appendix A—Map of Dallas-Fort Worth Regional Airport—First Phase 39 Appendix B —Economic Statistics 41 Appendix C —The Regional Airport and Its Impact on the Economy . . . 45 Appendix D—Biographical Sketches of Board Members and Staff . . . . . 55 4 s y (B-9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-20-71 •° ""''''' DALLAS' FORT WORTH REGIONAL AIRPORT BOARD 60/AVENUE H ARLINGTON,TEXAS 76011 TELEPHONE(017)261.116 OFFICIAL STATEMENT OF DALLAS-FORT WORTH REGIONAL AIRPORT BOARD relating to $10090009000 DALLAS-FORT WORTH REGIONAL AIRPORT Joint Revenue Bonds, Series 1971 A The purpose of this Official Statement (including the cover page) of the Dallas-Fort Worth Regional Airport Board (the`Board") is to furnish information with respect to the $100,000,000 principal amount of Dallas-Fort Worth Regional Airport Joint Revenue Bonds, Series 1971 A (the "1971 A Bonds") to be issued jointly by the Cities of Dallas and Fort Worth, Texas (the "Cities"). Pursuant to a Contract and Agreement between the Cities, dated and effective as of April 15, 1968 (the "Contract Between the Cities"),the Cities authorized and directed the Board, acting in behalf of the Cities, to proceed with the development of the Dallas-Fort Worth Regional Airport (the "Airport"). Pursuant to such Contract and Agreement, the City Councils of the Cities, on November 11 and 12, 1968, adopted the 1968 Regional Airport Concurrent Bond Ordinance (the "1968 Ordinance") authorizing the issuance of Dallas-Fort Worth Regional Airport Joint Revenue Bonds for the financing of the Airport. Under the 1968 Ordinance and three ordinances supplemental thereto, the Cities have authorized and issued $210,000,000 bonds in four series, all of which are presently outstanding. The 1971 A Bonds will constitute a series of Completion Bonds under the 1968 Ordinance and will be issued under the provisions of the Fourth Supplemental Regional Airport Concurrent Bond Ordinance, dated August 23, 1971 (the "1971 A Ordinance"). All of the foregoing bonds are herein col- lectively referred to as the "Bonds" and the ordinances under which they were issued as the"Ordinance" The proceeds of the 1971 A Bonds are to be applied to the first phase costs of the Airport, including interest on the 1971 A Bonds to November 1, 1973, an addition to the Reserve Fund in an amount equal to the average annual principal, sinking fund and interest requirements on the 1971 A Bonds, legal and financing costs, other development expenses and contingency allowance. The Board presently estimates that the total cost of the first phase of the Airport will amount to $511;580,300 of which $438,000,000 ($128,000,000 following the issuance of the 1971 A Bonds) is expected to be derived from the issuance of Joint Revenue Bonds, $40,000,000 from Federal grants (of which $26,825,000 has been received or committed and the balance is subject to obtaining funds under the terms of the Airport and Airway Development Act of 1970), $32,633,300 from estimated invest- ment income and $947,000 which has been contributed in cash by the Cities. This estimate does not include the cost of approximately 16,958 acres of land for the Airport, to be owned by the Cities in fee, which is being acquired at the expense of the Cities out of other funds, including proceeds from tax- supported bonds and warrants (16,569 acres had been acquired at August 2, 1971, at a cost of $52,953,691), the costs of certain advance planning, engineering and other incidental expenses previously S (B-9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-20-71 paid by the Cities in the amount of $1,594,923, or the cost of Special Facilities at the Airport (see "First Phase of the Airport—Special Facilities"). The Board presently contemplates that in order to meet its construction schedule it will be necessary to issue additional Completion Bonds in the approximate amount of $100,000,000 during the next 12 months. The Board estimates that the first phase of the Airport as shown on the map appearing as Appendix A to this Official Statement will be completed and the Airport will be operational in 1973. DALLAS-FORT WORTH REGIONAL AIRPORT BOARD The Board was established on September 27, 1965 under Article 46d, Texas Revised Civil Statutes, as amended, and was given permanent status by the City Councils of Dallas and Fort Worth. In the Contract Between the Cities, the Cities elected to proceed to construct the Dallas-Fort Worth Regional Airport as a joint venture. By the terms of the Contract Between the Cities, a Joint Airport Fund of the Cities was created and provision was made for the construction and operation of the Airport. The Airport will be owned and operated by or on behalf of and under the control of the Cities. The Board was authorized to plan, acquire, establish, develop, construct, operate, regulate and police the Airport and was charged with the responsibility of exercising in behalf of the Cities the powers of each with respect thereto. The Board consists of eleven members, seven from the City of Dallas and four from the City of Fort Worth, appointed by the respective City Councils of the Cities. Initial appointments to the Board were for terms of two years for six members and for terms of four years for five members; successive appointments are for terms of four years. Members of the Board serve without compensation. See Appendix C for biographical sketches of the members of the Board and Airport staff. AUTHORITY AND SECURITY FOR THE BONDS Article 46d provides generally that joint airport boards created thereunder may exercise certain of the powers of the creating parties in the conduct of airport affairs, except as limited by the parties in the agree- ment creating such boards, and further prescribes certain of the features to be found in the Contract Between the Cities. The Bonds are issued under the provisions of Article 717k-2, Article 1269]-5, Article 1269]-5.1, Article 1269]-5.2, Article 46d, and other applicable provisions of Texas Revised Civil Statutes, as amended, and under the provisions of the Ordinance. Security Prior to Completion of the First Phase of the Airport (Transitional Pledge) The Cities of Dallas and Fort Worth covenant in the Ordinance that for so long as the Airport shall not be operational: (1) On the 15th day of the month prior to each interest payment date upon which funds shall not be otherwise available in the Interest and Sinking Fund for the payment of interest becoming due and any principal maturing on such date, the City of Dallas shall transfer and deposit directly into the Interest and Sinking Fund an amount equal to 7/11ths of the deficiency in said Fund, such moneys to be derived from the net revenues (remaining after payment of any applicable debt service on Senior Lien Bonds) from the ownership and operation of Love Field and Redbird or from any other lawfully available source; and the City of Fort Worth shall transfer and deposit into the Interest and Sinking Fund an amount equal to 4/11ths of the deficiency in said Fund, such moneys to be derived from the gross revenues (remaining after payment of any applicable debt service on Senior Lien Bonds) from the ownership and operation of Greater Southwest International Airport 0 (9200)—Dallas-Fort Worth Regional Airport H52-37 Down 2nd Proof of 8-3-71 ("GSIA") and Meacham Field or from any other lawfully available source. "Senior Lien Bonds" are the outstanding City of Dallas Airport Revenue Bonds, Series 364, 401 and 409, and City of Fort Worth Airport Revenue Bonds, Series 1960, 1960-A and 1961. (2) The Cities, to the extent expressed above, have established a lien and pledge on the respective airport revenues and agree to increase, impose, collect and receive tolls, rates, revenues and charges from and at Love Field,GSIA, Redbird and Meacham Field sufficient for such purposes. Such covenant shall not require adjustment or revision in agreements which by their terms are not subject to adjustment or revision. (3) The Cities from lawfully available funds agree to maintain the respective existing airports as operating airports or as airports susceptible of operation until such time as the Airport shall become operational. The transitional pledge shall be several with respect to each City, and not joint, and no claim, demand, action, proceeding, suit or judgment shall ever be asserted, made, pursued or entered against either of the Cities for the default in that covenant or obligation by the other City, the full scope and extent of such covenant and pledge being limited as to each individual City to its obligation to deliver and deposit into the Interest and Sinking Fund its proportionate amount required to be deposited therein. Until the Airport shall become operational, Dallas and Fort Worth shall have the right to issue additional Senior Lien Bonds by the terms of which Dallas's and Fort Worth's share of Gross Revenues may be pledged to the payment thereof senior in right to the Bonds, but such Senior Lien Bonds shall be issued for the sole and exclusive purpose of obtaining funds for acquiring or constructing such im- provements, extensions and additions to Love Field and GSIA as may be necessary, prudent and essen- tial for the continued, safe, efficient and effective operation of Love Field and GSIA as major commercial, passenger-oriented airport facilities for the period prior to which the Airport shall become operational. Interest on the Bonds has been and will be capitalized to November 1, 1973 out of the proceeds of the respective series of Bonds and a Reserve Fund equal to the average annual principal, sinking fund and interest requirements on the Bonds has been and will be established out of the proceeds of the Bonds. Security After Completion of the First Phase of the Airport The Bonds will be payable from and secured by an irrevocable first lien on and pledge of "Pledged Revenues". "Pledged Revenues", as defined in the Ordinance, are Gross Revenues derived from the ownership and operation of the Airport (excluding from Gross Revenues certain rentals from Special Facilities at the Airport hereinafter described) less any amounts required to be paid on account of the Senior Lien Bonds. (See "Existing Aviation Facilities of the Cities"). After the Airport shall become operational, no additional Senior Lien Bonds shall be issued by Dallas or Fort Worth. Ground Rental payments for Special Facilities and, after Special Facility Bonds have been retired, revenues derived by the Board from the leasing, operation or use of such Special Facilities shall be a part of Gross Revenues. Pursuant to letters of agreement, dated February 9, 1970 (see "Letters of Agreement with Airlines"), executed between the Board and eight Airlines now serving the Dallas-Fort Worth Metropolitan Area (American Airlines, Inc.;Braniff Airways, Inc.;Continental Air Lines, Inc.;Delta Air Lines, Inc.;Eastern Air Lines Incorporated; Frontier Airlines, Inc.; Ozark Air Lines, Inc.; and Texas International Airlines, Inc.), each of the eight Airlines has agreed to move its Certificated Air Carrier Service to the Airport. The Board and each Airline acknowledge that the Board is obligated by the terms of the Ordinance to fix and place into effect, directly or through leases, contracts, and/or agreements with all users of the Airport, a schedule of rentals, fees and charges for the use, operation and occupancy of the Airport and the services appertaining thereto, which will produce in each fiscal year total gross revenues from the Airport in an amount at least sufficient to pay in each fiscal year the Operation and Maintenance Expenses thereof, plus 1.25 times the amount required that year to be deposited into the Interest and Sinking Fund, and plus an amount equal to any other obligations required to be paid from the revenues of the Airport. 7 (9200)—Dallas-Fort Worth Regional Airport H52-37 Down 2nd Proof of 8-3-71 Each Airline agrees in its Letter of Agreement to pay annually rentals, fees and charges for its use, operations and occupancy of the Airport and the services appertaining thereto in an amount which, to- gether with rentals, fees and charges paid by other Airlines and others using the Airport, will be sufficient to produce total gross revenues required to satisfy the Board's obligation. By a letter dated August 2, 1971, construction of the fifth terminal half-loop originally planned as part of the first phase of the Airport has been deferred. (See "First Phase of the Airport"). The Cities have covenanted in the Ordinance to levy a maintenance tax, authorized to be pledged to the operation and maintenance of the Airport, the amount of such tax being at all times limited as to each of the Cities, respectively, to the lesser of (1) 5¢ per $100 of assessed valuation of taxable property in the City, or (2) the amount required to produce the money from that source specified as to such City in the Ordinance (the "Maintenance Tax"). The Cities have agreed that the Maintenance Tax shall not be pledged on a permanent basis for other City purposes; however, if the total amount of such tax applicable to either City (or both) shall not be required in any year for the operation and maintenance of the Airport, then the amount of such tax not thus required may be utilized for other lawful City purposes on a year-by-year basis. The respective obligations of the Cities to levy and collect the Main- tenance Tax shall be on the proportionate basis of 7/11ths by the City of Dallas and 4/11ths by the City of Fort Worth. Additionally, the obligation of the City of Fort Worth to levy and collect the Main- tenance Tax is junior and subordinate to a prior pledge of the Maintenance Tax for the benefit of the holders of its share of the Senior Lien Bonds, to the extent heretofore pledged to the operation and maintenance of that City's Airport System, which includes GSIA and Meacham Field, so long as its share of any Senior Lien Bonds remain outstanding containing any such pledge. The Cities agree in the Ordinance to every extent they may lawfully do so, to proceed without delay to complete the Airport and to make it revenue producing at the earliest practicable date by issuing Completion Bonds. The Cities have further covenanted in the Ordinance: (1) to provide for the orderly, efficient and effective phase-out at the four airports of any and all Certificated Air Carrier Services, and to transfer such activities to the Airport effective upon the beginning of operations at the Airport; (2) that they will through every legal and reasonable means promote the optimum develop- ment of the lands and facilities comprising the Airport at the earliest practicable date; (3) that the Board shall fix, place into effect, and from time to time revise, directly or through leases, contracts and agreements with users of the Airport, schedules of rentals, rates, fees and charges for the use, operation and occupancy of the Airport and the services appertaining thereto, which will produce the necessary Pledged Revenues; and (4) that to the full extent they lawfully may, no free use of the land, public roads and ways comprising a part of the Airport shall be allowed or permitted. FIRST PHASE OF THE AIRPORT The first phase of the Airport has been planned and is being developed to provide facilities to accom- modate the Airlines' stated requirements and at the same time to provide an efficient and expandable airport. The initial phases of all essential elements of the Airport are planned to be implemented in their designated long-term locations so that their future expansion will be orderly and unrestricted. The first phase of the Airport (see Appendix A), with two parallel 11,400 foot north/south principal runways augumented by the 9,000 foot east cross wind runway, is planned to accommodate 117 peak hour aircraft flight operations under instrument flight conditions and 153 peak hour aircraft flight opera- tions under visual flight conditions. Four passenger terminal half-loops will be constructed initially to provide sufficient aircraft gates to handle a total of 17,837,000 airline passengers in 1975. 8 ' r (B-9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-20-71 The following table shows the application of the proceeds of the prior issues of Bonds and the estimated application of the proceeds of the 1971 A Bonds and of additional Completion Bonds nec- essary together with other funds to complete the first phase of the Airport. Estimated Additional Protect Cost mor Issues 1971 A Completion of Bonds Bonds Bonds(1) Total Contract Cost . .. . . .. . . . . .. .. . $125,000,000 $ 97,000,000 $118,000,000 $340,000,000(2) Engineers, Architects, Studies . . . 22,300,000 8,512,000 11,870,000 42,682,000 Development Expense . .. . . . . .. 1,950,000 1,400,000 3,896,000 7,246,000 Reserve Fund . . . .. . . . . . . . . . . . 18,540,800 8,564,600 11,041,100 38,146,500 Interest During Construction . . . . 45,829,700 14,373,200 12,600,900 72,803,800 Bond Sale Expense . . . . . . . .. .. 6,020,100 2,461,000 2,220,900 10,702,000 $219,640,600 $132,310,800 $159,628,900 $511,580,300 Flow of Funds Opening Available Funds . . $ 947,000(3)$ 17,726,400 $ 16,745,600 $ 947,000(3) SOURCE OF FUNDS: Bonds . . . . . . . . . . . . . . . . . . 210,000,000 100,000,000 128,000,000 438,000,000 Federal Grants(4) . . . . . . . . . 14,500,000 21,000,000 4,500,000 40,000,000 Interest Income(5) . . . .. . . . 11,920,000 10,330,000 10,383,300 32,633,300 236,420,000 131,330,000 142,883,300 510,633,300 TOTAL FUNDS AVAILABLE . . . . . . 237,367,000 149,056,400 159,628,900 511,580,300 LESS PROJECT COST . . . . . . . . . . 219,640,600 132,310,800 159,628,900 511,580,300 CLOSING AVAILABLE FUNDS . . . . . $ 17,726,400 $ 16,745,600 $ — $ — (1) Interest assumed at 6-Y4%; no allowance for bond discount. (2) Includes Theme Building and/or Symbol at a cost not to exceed $3,000,000. (3) Cash contributions by the Cities; does not include $1,594,923 paid by the Cities for certain advance planning, engineering and other incidental expenses. (4) $26,825,000 received or committed; the balance is subject to obtaining funds under the terms of the Airport and Airway Development Act of 1970. (5) Computed at 6.07% to May 15, 1970; 7.117% to May 15, 1972; 6S6% thereafter. The Ordinance provides that if the issuance of any Completion Bonds would cause the aggregate amount of outstanding Bonds to exceed $425,000,000, a written opinion of an airport consultant must be obtained that such Completion Bonds are needed in order to fulfill the over-all Airport plan; subsequent to the date the Airport becomes (a) operational and (b) revenue producing, no additional Completion Bonds shall be issued except upon receipt of a certificate of the nature and substance described in para- graph B under "The Ordinance—Additional Parity Bonds". Construction Progress Of the total estimated contract cost of $34.0,000,000, construction and procurement contracts totalling $223,190,100 had been awarded as of August 3, 1971, of which $46,975,000 had been ex- pended. By the end of 1971,the Board is scheduled to award additional contracts totalling approximately $95,000,000. All phases of construction work are on or ahead of schedule. 10 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-29-71 Land The land within the proposed boundaries of the Airport to be owned by the Cities in fee comprises approximately 16,958 acres to be financed as described below. The quantity of land to be acquired may be reduced if the Board shall determine that a lesser quantity will permit the orderly planning, develop- ment and construction of an efficient, operating, self-sustaining regional airport of a size and scope sufficient to produce the revenues necessary to operate and maintain the facilities and to pay the principal and interest on all joint revenue bonds. At August 2, 1971, the Cities had acquired 16,569 acres in locations appropriate for the first phase of the Airport at a cost of $52,953,691, or an average cost per acre of $3,196. Acquisition of such remaining acreage is proceeding through voluntary acquisitions from private owners where possible and otherwise through the Cities' exercise of the power of eminent domain. The Cities have agreed to acquire the land for the Airport at their expense out of other funds, including proceeds from tax-supported bonds and warrants. Final acreage and costs cannot be determined until the completion of negotiations in the case of voluntary sales and determination of condemnation awards in condemnation cases. Land costs are not included in the table above. Special Facilities Under the Ordinance, the Cities reserve the right to issue Special Facility Bonds for the purpose of financing the cost of"Special Facilities", such as hangars, aircraft overhaul, maintenance and repair shops, storage facilities, garages and other buildings, structures, equipment and appurtenances being a part of or related to the Airport. Each issue of Special Facility Bonds will be payable solely from the rentals received from a Net Rent Lease for the respective Special Facility and such rentals do not constitute security for the Bonds so long as the respective Special Facility Bonds are outstanding. Ground Rental payments for Special Facilities and, after Special Facility Bonds have been retired, revenues derived by the Board from the leasing, operation or use of such Special Facilities shall be a part of Gross Revenues. The Board has entered into an agreement with American Airlines, Inc., Braniff Airways, Incorpo- rated, Delta Air Lines, Inc. and Eastern Air Lines Incorporated for the construction of the Airport's fuel- ing system as a Special Facility to be financed with Special Facility Bonds in an estimated principal amount of $18,000,000. Additionally, the Board and the United States Postal Service are negotiating for the construction of an air mail facility as a Special Facility to be financed with Special Facility Bonds for an estimated contract cost of $9,055,000. If the fueling system and air mail facility are not constructed as Special Facilities, it is intended that they will be included in the first phase of the Airport as additional items to be financed with Completion Bonds. The Board has entered into an interim agreement with Delta Air Lines, Inc., relative to the design, financing and construction of aircraft maintenance and air cargo facilities to be financed by the issuance of Special Facility Bonds. Other Special Facilities presently under consideration include additional maintenance bases and air cargo terminals. 11 (B-9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-20-71 DEBT SERVICE REQUIREMENTS 1971 A BONDS Year Yar Mandatory Sinking Rndlre� Fuud Total 9-SO Prior Issues Principal Payments Interest Total Requirements is 1972(l). . 1973(l). . — — — — —1974M. - $ 7,004,625 — -- $ 3,316,875 $ 3,316,875 $ 10,321,500 1975. . . . 14,009,250 — — 6,633,750 6,633,750 20,643,000 1976. . . . 14,009,250 — — 6,633,750 6,633,750 20,643,000 1977. . . . 14,009,250 — 6,633,750 6,633,750 20,643,000 1978. ..'. 14,009,250 — — 6,633,750 6,633,750 20,643,000 1979. . . . 15,819,250 — — 6,633,750 6,633,750 22,453,000 1980. . . . 17,276,250 $ 1,500,000 — 6,594,000 8,094,000 25,370,250 1981. . . . 17,916,688 1,500,000 — 6,513,000 8,013,000 25,929,688 1982. . . . 18,508,625 1,500,000 — 6,428,625 7,928,625 26,437,250 1983. . . . 19,049,625 1,750,000 — 6,333,875 8,083,875 27,133,500 1984. . . . 19,055,000 2,000,000 — 6,222,250 8,222,250 27,277,250 1985. . . . 19,281,625 2,000,000 — 6,100,750 8,100,750 27,382,375 1986. . . . 19,712,563 2,250,000 — 5,968,375 8,218,375 27,930,938 1987. . . . 19,846,750 2,500,000 — 5,817,500 8,317,500 28,164,250 1988. . . . 19,927,813 — $ 2,500,000 5,653,125 8,153,125 28,080,938 1989. . . . 19,4757938 — 2,750,000 5,475,938 8,225,938 27,701,876 1990. . . . 19,024,063 — 3,000,000 5,281,875 8,281,875 27,305,938 1991. . . . 18,572,188 — 3,500,000 5,062,500 8,562,500 27,134,688 1992. . . . 19,803,750 — 3,500,000 4,826,250 8,326,250 28,130,000 1993. . . . 19,701,875 — 3,750,000 4,581,563 8,331,563 28,033,438 1994. . . . 19,324,688 — 4,000,000 4,320,000 8,320,000 27,644,688 1995. . . . 18,930,625 — 4,250,000 4,041,563 8,291,563 27,222,188 1996. . . . 19,961,563 — 4,250,000 3,754,688 8,004,688 27,966,250 1997. . . . 19,417,500 — 4,750,000 3,450,938 8,200,938 27,618,438 1998. . . . 19,098,125 — 5,250,000 3,113,438 8,363,438 27,461,563 1999. . . . 19,093,750 — 5,500,000 2,750,625 8,250,625 27,344,375 2000. . . . 19,644,688 — 5,750,000 2,370,938 8,120,938 27,765,626 2001. . . . 19,382,813 — 6,250,000 1,965,938 8,215,938 27,598,751 2002. . . . — — 26,000,000 877,500 26,877,500 26,877,500 Total. . . . $500,867,380 $15,000,000 $85,000,000 $143,990,879 $243,990,879 $744,858,259 Average Annual Principal, Interest and Sinking Fund Requirements, 1971 A Bonds... . . . $8,564,553 (1? 'interest capitalized from Bond proceeds to and including November 1, 1973. 12 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-29-7t FEASIBILITY LETTER The firm of Leigh Fisher Associates, Inc., San Francisco, California, has been retained by the Board as Airport Consultants. REGIONAL OFFICE P, O. BOX 300 WELLINGTON. NEW ZEALAND LEIGH FISHER ASSOCIATES, INC. PHONE 46.744 airport consultants P. O. BOX 8007 • SAN FRANCISCO INTERNATIONAL AIRPORT SAN FRANCISCO. CALIFORNIA 94128 • TELEPHONE 697.8420 August 2, 1971 Dallas-Fort Worth Regional Airport Board 604 Avenue H East Arlington, Texas 76011 Gentlemen: In accordance with your request, we are pleased to submit a feasibility letter updating our feasibility letter previously submitted on January 28, 1971. This report summarizes the results of our current studies of the operation for the proposed Dallas-Fort Worth Regional Airport now under construction, taking into consideration the fact that four passenger terminal half loops will be constructed initially and that the fifth passenger terminal half loop (previously provided for in our feasibility report sub- mitted on January 28, 1971 ) has been deferred at the request of the airlines to a later date. Forecasts of enplaned passengers and of originating passengers for 1975 and 1980 have been established jointly by the airlines and the Dallas-Fort Worth Regional Airport Board. The forecast of enplaned passengers for 1975 is 9,463,000, and for 1980 it is 14,033,000; originating passenger totals are expected to be 4,921,000 in 1975 and 7,718,000 in 1980.* Project Costs and Bond Requirements Exhibit A sets forth the project costs and bond requirements for the Dallas-Fort Worth Regional Airport based on completion by November 1, 1973. The total contract costs, including escalation and contingencies, are anticipated by the Dallas-Fort Worth Regional Airport Board to be some $340,000,000; after deducting the anticipated federal aid, the figure totals some $300,000,000. The total revenue bond requirement, including special studies, architectural and engineering fees, reserve funds, financing expense, and net interest, is some $438 million, of which some $228 million remain to be issued after deduction of the $210 million prior revenue bond issues. The debt service as computed by the First Southwest Company and used herein is based on a 30-year revenue bond with a 1.25 times coverage requirement. The interest rates are 47/8% for the 1968 issue, an average of 6.9995% for the 1970 issue, an average of 7.694% for the 1970A issue, an average of 6.608% for the 1971 issue, an estimated average of 71/4% for the 1971A issue, and an estimated average of 63/4% for all subsequent issues. *It should be noted that the accuracy of the estimates presented in this report necessarily depends on the accuracy of the various source inputs on which they are based, as well as on the accuracy of these passenger volume forecasts. Consideration has been given to recent financial reverses suffered by the airline industry due to the general economic slowdown, increased competition among carriers, and higher operating costs. 13 (9200)—Dallas-Fort Worth Regional Airport H52--37 down Proof of 7-29-71 Letter of Agreement Eight airlines serving the Dallas-Fort Worth Metropolitan Area have executed a "Letter of Agree- ment" which, with attachments, provides that each airline agrees to pay rentals, fees and charges for its use, operation and occupancy of the Airport premises and facilities and the services appertaining thereto in an amount which, together with rentals, fees, and charges paid by other airlines and others using the Airport premises and facilities, will produce in each Fiscal Year total gross revenues from the Airport in an amount at least sufficient to pay in each Fiscal Year the Operation and Maintenance Expenses thereof, plus 1.25 times the amount required that year to be deposited into the interest and sinking fund, and plus an amount equal to any other obligations required to be paid from the revenues of the Airport. Airline Revenues The formula fixing the airline rates and charges to be initially established will be set forth in an airline-airport use agreement and is summarized below. Unit rental revenues are required to be equal to the total of: 1.00 times debt service associated with the basic costs of the terminal buildings, aircraft gate positions, and aircraft apron; structural opera- tion and maintenance expenses; and a share of Airport Services.* (Airport Services are calculated at 1.25 times debt service plus its associated operation and maintenance expense.) The unit rentals are then reduced by 100% of the "inside" concessions revenues (food, beverage, newsstand and tobacco shop, gift shop, coin lockers, insurance, etc.). Heating, ventilating, and air conditioning revenues from the airlines and other users are required to be equal to the total of 1.10 times debt service associated with the basic cost of the structures and systems, plus its associated operation and maintenance expenses and a share of Airport Services as in the unit rental calculation. Potable water system revenues from the airlines and other users are required to be equal to the total of 1.25 times debt service associated with the basic cost of the system, plus its associated operation and maintenance expense and a share of Airport Services as in the unit rental calculation. Terminal transit system revenues are based on $0.25 fare for all riders using the system. The fore- casts of terminal transit system passengers were prepared for the Airport Board as part of the Airport Transportation System simulation data dated February 21, 1971. Airline landing fees are initially established as the total of 1.10 times debt service associated with the basic cost of the runway and taxiway complex, plus its associated operation and maintenance expense and a share of Airport Services as in the unit rental calculation. The landing fee is adjusted to equal in each Fiscal Year that amount which, when added to all other Airport revenues, will equal the sum of Airport operation and maintenance expense and 1.25 times the amount required that year to be deposited into the interest and sinking fund, and plus an amount equal to any other obligations required to he paid from the revenues of the Airport. "Airport Services include the cost of providing the following: Systems Communications Nonrevenue Producing Areas Future Land Acquisition Administrative & General Expenses Perimeter Fencing Police, Fire, and Traffic Clearing, Grading & Drainage Roadways Sewage Treatment Utilities (except Water) 14 (9200)—Dallas-Fort Worth Regional Airport H52--37 down Proof of 7-29-71 Concession Revenues Concessions are a major source of revenues for most airports. Factors taken into consideration in estimating potential revenues are: 1. Increased air passenger traffic, which results in increased revenues. 2. Demonstrated concession revenue yield per enplaned and/or originating passenger at air- ports of the size and general character of the proposed Dallas-Fort Worth Regional Airport. Concession revenues are divided into two major groups, "inside" and `outside" concessions. Revenues from "inside" concessions, including food and beverage, gift shop, coin lockers, and similar concessions, are estimated by LFA to be some $2,600,000 in 1975 and some $2,800,000 in 1980. Contracts have been awarded by the Dallas-Fort Worth Regional Airport Board to: (1) Dobbs Houses, Inc., for the food and beverage concession, with an annual minimum of $2,000,000 for a period of 15 years commencing with the opening of the Airport; and (2) Skillern & Sons, Inc. for the newsstand and tobacco concession with an annual minimum of $200,000 for a period of 15 years, commencing with the opening of the Airport. The major "outside" concessions are rent-a-car and other ground transportation services and toll booth and parking lot. Rent-a-car revenues are expected to decline from $0.30 per originating passenger in 1975 to $0.25 in 1980. Nevertheless, when the estimated revenues from other ground transportation provided by the Dallas-Fort Worth Regional Airport Board are included, the total revenues from rent-a-car and other ground transportation services are expected to increase from some $1,500,000 in 1975 to some $1,954,000 in 1980. The parking revenue estimate is an LFA calculation based on the Richard C. Rich &Associates, Inc. and Meyer Brothers Parking Consultants, Inc. report of May 17, 1968, "Parking Analysis for Dallas- Fort Worth International Airport," prepared for the Airport Board. Parking revenues (including revenues from the valet service and employee parking lots), combined with toll booth revenues as estimated by the Dallas-Fort Worth Regional Airport Board, are anticipated to be some $9,124,000 in 1975 and some $14,520,000 in 1980. Other Revenues Net leased ground rental is calculated as an amount to reimburse the per-acre Airport Services cost, based on the number of acres expected to be in service as provided by the Dallas-Fort Worth Regional Airport Board, plus 1.25 times the annual debt service associated with the development of the net leased ground rental area. Net leased ground rental revenues as projected by the Dallas-Fort Worth Regional Airport Board are $4,748,000 in 1975 and $10,097,000 in 1980. Ancillary net revenues in- clude flight fees from nonscheduled airlines, interest income, additional net leased ground rental, and income from an Airport hotel. Total ancillary net revenues, as estimated by the Airport Board, are $3,207,000 in 1975 and $3,677,000 in 1980. Expenses The operation and maintenance expense (O&M) factors for heating, ventilation and air conditioning, and for parking lots (nonairline terminal complex) as provided by Tippetts-Abbett-McCarthy-Stratton are estimated to be $630,000 and $694,000, respectively, in 1975. The maintenance, personnel, and electrical power expenses for the terminal transit system are included in the Air Transportation System contract at a maximum of $2,518,000 in 1975 and are estimated to be $3,777,000 in 1980. All other O&M expense factors were computed by LFA on the basis of Dallas-Fort Worth Regional Airport requirements and experience at other U. S. airports. The Airport Services expense factor primarily represents salaries and wages for maintenance, crash rescue, and administration. Salaries and wages are based on a Manning Table prepared by the Airport Board. All expenses for 1980 have been escalated 5% 15 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-29-71 per year from 1975, except for the automated terminal transit O&M expense which has been escalated 10% per year from 1975. Net Airport Income Based upon the detailed estimates, net income available for debt service (as indicated in Exhibit B) is estimated to be some $37,218,000 in 1975 and some $45,526,000 in 1980. Airline rentals and fees will be adjusted to produce the stated coverage requirements under the formula and the landing fee will be adjusted to equal in each Fiscal Year that amount which, when added to all other Airport revenues, will equal the sum of Airport operation and maintenance expense and 1.25 times the debt service on all joint revenue bonds issued by the Cities of Dallas and Fort Worth and plus an amount equal to any other obligations required to be paid from the revenues of the Airport..In essence, there- fore, the airline-airport Letter of Agreement provides assurance that adequate revenues will be made available to amortize the proposed revenue bonds; the revenues set forth herein are necessarily dependent upon the Airport becoming operational. Respectfully submitted, LEIGH FISHER ASSOCIATES, INC. 16 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-3-71 EXHIBIT A To Letter of Leigh Fisher Associates, Inc. PROJECT COSTS AND BOND REQUIREMENTS(a) DALLAS-FORT WORTH REGIONAL AIRPORT CONTRACT COSTS(b) Airline Terminal Complex . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 85,603,600 Nonairline Terminal Complex . . . . . . . . . . . . . . . . . . . . . . . . 18,265,800 Heating, Ventilating, and Airconditioning Complex . . . . . . . . 13,771,700 Aircraft Landing Complex . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,732,500 Terminal Transit System . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,664,800 Airport Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,534,400 Net Leased Ground Rental . . . . . . . . . . . . . . . . . . . . . . . . . . . 513,200 Potable Water System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,914,000 $340,000,000 LESS ANTICIPATED FEDERAL GRANTS . . . . . . . . . . . . . . . . . . . 40,000,000 $300,000,000 Financing, A&E, Net Interest and Funds Requirement . . . . . 138,000,000 Total Revenue Bond Issues . . . . . . . . . . . . . . . . . . . . . . . . . . $438,000,000(c) 1975 Debt Service (based on 1.25 times coverage) . . . . . . . . $ 37,218,000(d) 1980 Debt Service (based on 1.25 times coverage) . . . . . . . . $ 45,526,000(d) (a) See text for basic assumptions. (b) Including escalation and contingencies allowance. (c) Source: Dallas-Fort Worth Regional Airport Board. (d) Source: First Southwest Company, as Financial Advisors. 17 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 EXHIBIT B To Letter of Leigh Fisher Associates, Inc. PRO FORMA STATEMENT OF INCOME AND EXPENSE(a) 1975 and 1980 DALLAS-FORT WORTH REGIONAL AIRPORT 1975 1980 INCOME Unit rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,312,000 $ 7,896,000 Heating, ventilating, and airconditioning . . . . . . . . . . . . . . . . . . 1,966,000 2,436,000 Potable water system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 803,000 981,000 Transit system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,603,000 5,098,000 Landing fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,552,000 8,367,000 Inside concessions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,600,000 2,800,000 Outside concessions (rent-a-car and others) . . . . . . . . . . . . . . . . 1,500,000 1,954,000 Toll booth and parking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,124,000 14,520,000 Net leased ground rental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,748,000 10,097,000 Ancillary net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,207,000 3,677,000 TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $46,415,000 $57,826,000 EXPENSES Heating, ventilating, and airconditioning . . . . . . . . . . . . . . . . . . $ 630,000 $ 804,000 Transit system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,518,000 3,777,000 Airline terminal complex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160,000 204,000 Nonairline terminal complex . . . . . . . . . . . . . . . . . . . . . . . . . . . 694,000 884,000 Landing area . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 900,000 1,149,000 Potable water system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,000 45,000 Airport services . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . 4,260,000 5,437,000 TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,197,000 $12,300,000 NET INCOME AVAILABLE FOR DEBT SERVICE . . . . . . . . . . . . . . . . . . . $37,218,000 $45,526,000 (a) See text for basic assumptions. (End of Letter of Leigh Fisher Associates, Inc.) 18 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 LETTERS OF AGREEMENT WITH AIRLINES Eight Airlines serving the Dallas-Fort Worth Metropolitan Area and the Board have executed Letters of Agreement, dated February 9, 1970, under which the signatory Airlines agree to move their Certificated Air Carrier Services serving the Dallas-Fart Worth area to the Airport when it becomes opera- tional. The Letters of Agreement acknowledge the Board's obligation under the Ordinance to fix rentals, fees and charges which will provide the necessary revenues sufficient to pay the expenses of operation and maintenance of the Airport plus 1.25 times the amount required to be deposited into the Interest and Sinking Fund, and plus an amount equal to pay any other obligations required to be paid from the revenues of the Airport. Each Airline agrees that it will pay annually "rentals, fees and charges for its use, operations and occupancy of the Airport premises and facilities and the services appertaining thereto in an amount which, together with rentals, fees and charges paid by other Airlines and others using the Airport premises and facilities, will be sufficient to produce total gross revenues required to satisfy the Airport Board's obligation [set forth in the preceding paragraph]". The eight Airlines are: American Airlines, Inc. Eastern Air Lines Incorporated Braniff Airways, Incorporated Frontier Airlines, Inc. Continental Airlines, Inc. Ozark Air Lines, Inc. Delta Air Lines, Inc. Texas International Airlines, Inc. Following the decision to defer completion of the fifth terminal half-loop, the eight Airlines, by agreement dated August 2 ,1971, supplementing the February 9, 1970 Letters of Agreement, affirmed their obligations to make the payments summarized above. 19 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 The form of the Letters of Agreement is as follows: N IIEGI°h DALLAS-FORT WORTH REGIONAL AIRPORT BOARD 3 � c c 604 AVENUE H EAST, ARLINGTON, TEXAS 76010 _ Y TELEPHONE (817) 261-1144 • ,-.�y: DIRECTORS Erik Jonsson,Chairman Elgin B. Robertson J. Lee Johnson,111,Vice Chairman Morris G.Spencer Bayard H. Friedman,Secretary R.M. "Sharkey'Stovall A. Earl Cullum, Jr. Carl J. Thomsen Frank A. Hoke George M. Underwood,Jr. Thomas M.Sullivan, Executive Director J. C. Pace, Jr. February 9, 1970 Gentlemen: We, the Dallas-Fort Worth Regional Airport Board (hereinafter called "Airport Board"), are submitting for your review and acceptance the following summary of our agreements concerning the use by [name of airline] (hereinafter called "Airline") of the premises and facilities to be acquired, constructed and provided at Dallas-Fort Worth Regional Airport (hereinafter called "Airport"). A. Scope, Costs, Capital Expenditures 1. The Airport Board, subject to the provisions of Attachment B hereto, agrees to limit the scope of the Airport to the projects described in Attachment A hereto; 2. The Airport Board and Airline agree that not more than that amount of revenue bonds will be issued which is necessary (a) to complete the First Phase of the Airport project as described in Attachment A, and (b) to make capital additions and improvements thereto upon and subject to the terms, conditions and provisions of Attachment B hereto; 3. The Airport Board and Airline hereby accept the Financial Analysis of the Airport, dated August 28, 1969, prepared by Leigh Fisher Associates, and appearing as Attachment C* hereto. B. Use and Occupancy 1. Airline agrees that it will occupy space in a Terminal Half-Loop in the Passenger Enplaning and Deplaning Complex sufficient and as required for its operations at the Airport as determined in accordance with the provisions of Attachment A; 2. Airline agrees that ninety (90) days after a Certificate of Beneficial Occupancy has been issued by the Director of Engineering of the Airport Board, based on a certification by the Airport Board's principal architect, to the Dominant Airline in each of the five (5) Terminal Half-Loops; or ninety (90) days after written notice has been received by Airline from the Executive Director of the Airport Board, that the Federal Aviation Administration (or other appropriate federal agency succeeding to its jurisdiction) has officially certified that the Airport is operational, whichever is later, it shall move all of its Certificated Air Carrier Services serving the Dallas-Fort Worth area to the Airport, and thereafter shall conduct such services to, from and at the Airport to the extent required under the terms of the 1968 Regional Airport Concurrent Bond Ordinance. C. Rentals, Fees and Charges 1. The Airport Board and Airline acknowledge that the Airport Board is obligated by the terms of the 1968 Regional Airport Concurrent Bond Ordinance to fix and place into effect, directly *Attachment C,as updated in material respects on August 2, 1971, is summarized under the caption"Feasibility Letter" 20 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 or through leases, contracts, and/or agreements with all users of the Airport, a schedule of rentals, fees and charges for the use, operation and occupancy of the Airport premises and facilities and the services appertaining thereto, which will produce in each Fiscal Year total gross revenues from the Airport in an amount at least sufficient to pay in each Fiscal Year the Operation and Main- tenance Expenses thereof, plus 1.25 times the amount required that year to be deposited into the Interest and Sinking Fund, and plus an amount equal to any other obligations required to be paid from the revenues of the Airport; 2. From the date following 90 days after receipt of a Certificate of Beneficial Occupancy, or 90 days after written notice by the Executive Director specified in paragraph B. 2 hereof, which- ever is later, and in each Fiscal Year thereafter, Airline agrees to pay rentals, fees and charges for its use, operations and occupancy of the Airport premises and facilities and the services appertaining thereto in an amount which, together with rentals, fees and charges paid by other Airlines and others using the Airport premises and facilities, will be sufficient to produce total gross revenues required to satisfy the Airport Board's obligation contained in C. 1 above. The Airport Board agrees through the application and imposition of rentals, fees and charges to promote and develop gross revenues from other users of the Airport; and the Airline shall receive credit by adjustments on a pro-rata basis in its rentals, fees and charges for any gross revenues in excess of the amount required to satisfy the obligation contained in C. 1 above. The Airport Board and Airline, through an Airline Advisory Board to be created, agree to co- operate in the planning, development and operation of the Airport. The Airport Board agrees to per- form its functions in a manner commensurate with the conduct of a reasonably prudent airport operator and to permit a representative chosen by Airlines who are signatories to this agreement to examine its records and accounts at the close of each six-months period. The Airport Board and Airline agree to expedite the execution and delivery of such further instru- ments and documents as may be required, necessary, or appropriate in order to further develop, define, set forth and carry out their respective agreements as set forth herein, or as may be required by ap- plicable law. The Airport Board and Airline agree and consent to the use of the contents of this letter by the Financial Advisors to the Airport Board in the offering and marketing of proposed revenue bonds inci- dent to the construction and equipment of the Airport as authorized and contemplated by Attachments A and B. If the foregoing accurately reflects our agreement regarding the matters set forth, kindly so indicate your understanding and acceptance hereof where indicated below and return two copies to the Airport Board. Very truly yours, [Executed by Board and Airline] 21 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-3-71 ATTACHMENT A TO LETTERS OF AGREEMENT FIRST PHASE REGIONAL AIRPORT PROJECT FIVE TERMINAL HALF-LOOPS CONCENTRATED BETWEEN CROSS-TAXIWAYS The First Phase of the Regional Airport, except as otherwise provided in Attachment `B" following this attachment,shall consist of the following items: Item Item Grading and Drainage Remote Parking Water and Sewage Transit System—Terminal Area Heating, Ventilation and Air Conditioning Airport Maintenance Buildings Electric Power Fire and Police Buildings Communications Removal of Obstructions Airfield Lighting Fencing Airfield Paving Administrative and Operations Building Aircraft Aprons for Requested Gates Airport Operating Equipment Taxiway Bridges Toll Booths Secondary Roads Terminal Half-Loops Airports Access Roads Spine Roadway System Improvement Fund Lighting—Terminal Complex Area Graphics Terminal Infields The terminal half-loops in the passenger enplaning and deplaning complex, in the aggregate, shall be limited to the total area, in square feet, required by all of the Airlines, and additional airlines as described in Attachment B hereof, and the Airline will, on or about April 1, 1970, notify the Airport Board in writing of its requirements and space which it will use and occupy in accordance with the provisions of Section B.I. of the covering letter to this attachment. The "Aggregate Cost" of the Regional Airport Project shall be limited to the sum of (1.) $310,140,000—"Contract Costs" (to satisfy the Airlines and the Airport Board's stated requirements as provided by the Airline to the Airport Board on August 1, 1969) consisting of payments to con- tractors, suppliers and vendors, premiums or charges for performance and Vayment bonds, and insur- ance premiums or charges; (2.) "Theme Building and/or Symbol" at a cost not to exceed $3,000,000; and (3.) the sums of items: (a) architect and engineers' fees, design and construction supervision fees; (b) "Special Studies Costs"; (c) "Development Expense" all limited to completion date of December 31, 1974 at a cost not to exceed $47,000,000; plus (4.) "Financing Costs" incurred in connection with the issuance of revenue bonds to finance items (1.) through (3.) above. It is understood that all of the foregoing is subject to adjustment under the provisions of Attachment B hereof. It is anticipated that Contract Costs will be less than $310,140,000 if the Airport Project is com- pleted prior to December 31, 1974, and the Airport Board covenants that it will use its best efforts to expedite completion and minimize costs; provided, however, this provision shall not be construed to limit the obligation of the Airline expressed in paragraph C.2. of the cover letter to which this is an attachment. (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-3-71 ATTACHMENT B TO LETTERS OF AGREEMENT CAPITAL EXPENDITURES—APPROVALS (a) Basic Airport Project. Except as otherwise provided in paragraphs (b) and (c) below, the First Phase of the Airport shall consist of the construction, equipment, and acquisition of the items and facilities listed and described in Attachment A preceding this Attachment and neither (i) the total of the components of Aggregate Cost specified in dollar amounts, nor (ii) the dollar amounts stated for Con- tract Cost, nor (iii) the dollar amounts stated for the Theme Building and/or Symbol component, nor (iv) the aggregate dollar amounts specified for the grouped components thereof, all as set forth in Attachment A, shall be exceeded without the prior approval of a "Majority of Airlines", as below defined. Subsequent to the completion of the First Phase of the Airport, and except as otherwise provided in paragraphs (b) and (c) below, the Airport may be further developed or expanded through the use of the capital improvement fund or the issuance of revenue bonds only when and as mutually agreed between the Airport Board and a "Majority in Interest of Airlines", as that term is below defined. For the purposes of this paragraph (a), the following terms shall have the following meanings: (i) The term "Majority of Airlines" shall mean at least 51% of all of the Airlines, which are signatories to letters substantially the same as the letter agreement dated February 9, 1970, to which this is an attachment, representing at least 75% of all the total enplaned passengers boarded on airline aircraft during the latest 12-month period of operations at Dallas Love Field. An enplaned passenger shall be deemed to consist of all originating, on-line transfer and off-line transfer passengers. (ii) The term "Majority in Interest of Airlines" shall mean at least 51% of all the Airlines parties to this Agreement representing 75% of all the total enplaned passengers boarded on Airline aircraft during the 12 consecutive calendar months preceding notice of any action to be taken pursu- ant to this Section. An enplaned passenger shall consist of all originating, on-line transfer or off-line transfer passengers. (b) Additional Capital Projects Initiated by the Board. The approvals and agreements specified in paragraph (a) shall not be required in the case of increases of Aggregate Cost, increases in Contract Costs or other components of Aggregate Cost, or in the construction, equipment and acquisition of capital items, projects and facilities or the financing thereof from any lawful sources, including but not limited to the capital improvement fund or the issuance of revenue bonds, when and as the same may be required in the sole judgment of the Airport Board for or by reason of any of the following improvements, facts, projects or circumstances, to-wit: (i) The construction and equipment of employee parking and structured parking. (ii) Aggregate Cost for the Terminal Half-Loops and Heating, Ventilation and Air Condition- ing may be changed from time to time in the ratio that the planned number of gross square feet of space for the first five terminal half-loops to be constructed, as required by the Airlines, bears to the planned total number of gross square feet of space as of August 1, 1969. The Director of Engineer- ing of the Airport Board, based on a certification from the Airport Board's principal architect, shall determine the gross square footage herein, which determination shall be made to the Airline and the Airlines in writing. Any such additional terminal space so constructed, if financed from the capital improvement fund or revenue bond proceeds, shall be furnished in an amount not to exceed the average contract cost per square foot for signatory airline space; provided, however, due allowance shall be made for escalation; and provided, further, that the space shall be rented in accordance with agreements made between the Airport Board and the signatory Airlines. 23 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 9-3-71 (iii) Any passenger terminal facilities and heating, ventilation and air conditioning require- ments which are prudent and necessary to accommodate additional certificated air carrier services to the Dallas/Fort Worth metropolitan area. Any such facilities and requirements so constructed or installed, if financed from the capital improvement fund or from revenue bond proceeds, shall be furnished in an amount not to exceed the average contract cost per square foot for signatory Airline space;provided, however, due allowance shall be made for escalation and provided, further, that the space shall be rented in accordance with agreements made between the Airport Board and the signatory Airlines. (iv) The construction or acquisition of Special Facilities (as defined in the 1968 Regional Airport Concurrent Bond Ordinance) which are to be constructed, acquired and/or equipped solely from the proceeds of Special Facility Bonds, as likewise defined in said Ordinance and the construction or acquisition of any other facilities which are financed with funds derived from any source other than the capital improvement fund or revenue bonds which are payable from the general revenues of the Airport. (v) Technical advances in aircraft design for aircraft using the Airport. (vi) Lawful orders or requirements of other authorities which are pertinent to the Airlines' aircraft operations or are related to the issuance to the Airport Board of Federal Grants or loans in aid of the Airport. (vii) Orders issued by a court of competent jurisdiction requiring the acquisition by the Airport Board of additional lands or making of compensation to owners of adjoining lands for the taking thereof or where a constructive taking has been found or threatened. (viii) All costs, expense, damages and judgments incurred by or imposed upon the Airport Board by reason of the ownership, operation, maintenance and/or use of the Airport. (ix) Casualty damage requiring new capital expenditures to the extent that such damage is not covered by insurance. (x) Expenditures in connection with facilities constructed or acquired in the interest of airport safety or other overriding public necessity or in connection with the exercise by the Airport Board or, in the appropriate cases, the Cities, of their governmental or legislative requirements in connec- tion with the financial affairs of the Airport, including the expenditure of funds on hand and the issuance of additional revenue bonds, when and as the exercise thereof by them is necessary in the public interest within the boundaries of the Airport and when it is determined by appropriate finding that the discharge of such responsibilities is required by law. The Executive Director of the Airport Board shall give the Airline reasonable written notice that action is being taken pursuant to the foregoing items (i) through (x) in this paragraph (b) or pursuant to paragraph (a) above. (c) Additional Capital Projects Initiated by the Airline or Airlines. (i) Subject to availability of funds, and commensurate with the prudent operation of the Air- port, the Airport Board, when and as requested by a Majority of the Airlines, (as defined in para- graph (a)) if during the First Phase, or by a Majority in Interest of the Airlines (as defined in paragraph (a)) if after the First Phase, will provide reasonably suitable facilities for the common use of the Airlines. (ii) Subject to availability of funds, and commensurate with the prudent operation of the Airport, the Airport Board, when and as requested by Airline, will provide reasonably suitable facil- ities for the exclusive use of the Airline, in order to accommodate increased traffic needs at the Airport, provided that such facilities are similar to those constructed for other signatory Airlines 24 11 (9200)—Daflas-Fort Worth Regional Airport H52-37 Down 2nd Proof of 8-3-71 and provided further that Airline shall pay rent in accordance with agreements made between the Airport Board and the signatory Airlines. (iii) Airline acknowledges that changes in terminal building cross-section design heretofore suggested by the Airlines may result in an increased Aggregate Cost in the event such changes are approved by a majority of Airlines as hereinbefore defined. (iv) The facilities constructed, acquired and equipped pursuant to (i), (ii) and (iii), above may be accomplished with monies from the capital improvements fund or proceeds of revenue bonds, or both. (End of Letters of Agreement) EXISTING AVIATION FACILITIES OF THE CITIES City of Dallas . . . Love Field and Redbird Airport Dallas Love Field is the principal airport serving the Dallas-Fort Worth Metropolitan Area, ranking first in the State and in the entire Southwest, and ranking among the top ten in the Nation in enplanements. It has been in continuous use as an airport since 1917, and was acquired by the City of Dallas in 1928. The City's other aviation facility is Redbird Airport, a general aviation facility located southwest of the City. Redbird is operated through the City's general fund and has no outstanding revenue indebtedness except revenue bonds which are secured by lease agreements. Dallas Love Field is located 51/z miles northwest of downtown Dallas. City of Fort Worth . . . Greater Southwest International Airport and Meacham Field The City of Fort Worth owns and operates two airports as an airports system. Greater Southwest International Airport is located five miles north of the exact center point of the Dallas-Fort Worth Tum- pike, approximately 19 miles from downtown Fort Worth. Meacham Field, the original location of Fort Worth's municipal airport facilities, is located approximately four miles north of the downtown area. Meacham Field serves as the center of the City's general aviation activities. CITY OF DALLAS LOVE FIELD OPERATING STATEMENT Fiscal Year Ending 9-30-70 9-30-69 9-30-68 9-30-67 Income . . . . . . . . . . . $5,927,256 $5,487,605 $4,679,533 $ 4,068,165 Expense . .. . . . . .. . 1,633,194 1,565,066 989,758 885,233 NET INCOME . . $4,294,062 $3,922,539 $3,689,775 $ 3,182,932 1970 Principal and Interest Requirements . . . . . . . . . . . . . . . . . . . $ 965,870 Coverage of 1970 Requirements by 9-30-70 Net Income . . . . . . . . 4.45 Times Airport Revenue Bonds Outstanding, 7-1-71 . . . . . . . . . . . . . . . . $10,110,000* *This amount represents Dallas's share of outstanding Senior Lien Bonds and does not include any outstanding Revenue Bonds which are secured by lease agreements. CITY OF FORT WORTH AIRPORTS SYSTEM OPERATING STATEMENT Fiscal Year Ending 9-30-70 9-30-69 9-30-68 9-30-67 Revenues G. S. I. A. . . . . . . . . . . $ 698,272 $ 668,908 $ 563,836 $ 655,928 Meacham Field . . . . . . . 326,742 263,115 263,106 257,459 TOTAL GROSS REVENUES . . . . . . . $1,025,014 $ 932,023 $ 826,942 $ 913.387 1970 Principal and Interest Requirements . . . . . . . . . . . . . . . . . . . $ 392,448 Coverage of 1970 Requirements by 9-30-70 Gross Revenues . . . . . 2.61 Times Airport Revenue Bonds Outstanding, 7-1-71 . . . . . . . . . . . . . . . . $5,335,000• *This amount represents Fort Worth's share of outstanding Senior Lien Bonds and does not include any outstanding Revenue Bonds which are secured by lease agreements. Copies of audits of the Aviation Departments of the Cities are available upon request from the Financial Advisors or the Office of the Executive Director, Dallas-Fort Worth Regional Airport, 25 r (9200)-Dallas-Fort Worth Regional Airport H52-37 down Proof of 8-3-71 AVIATION ACTIVITY SUMMARY-DALLAS-FORT WORTH METROPOLITAN AREA Air Passengers Enplaned Air Cargo Enplaned Originating/Terminating Tons of Air Mail (000's omitted) and Freight Metropolitan Area 1969 1960 Increase 1969 1960 Increase 1969 1960 Increase Dallas-Fort Worth ................. 5,072.2 1,461.8 247.0 4,792.0 1,547.6 209.6 79,539 28,365 180.4 Atlanta .......................... 7,684.7 1,135.1 577.0 4,450.2 1,433.6 210.4 83,773 17,491 378.9 Denver .......................... 3,360.5 906.9 270.5 3,850.5 1,043.5 269.0 42,757 9,426 353.6 Houston ......................... 2,257.7 630.9 257.9 3,212.9 952.4 237.3 33,437 5,509 507.0 Memphis ......................... 1,396.5 364.2 283.4 1,602.4 451.3 255.1 21,035 5,457 285.5 Miami ........................... 5,031.4 1,514.2 232.3 6,354.9 2,838.8 123.9 88,606 11,262 686.8 New Orleans ..................... 1,956.3 635.8 207.7 2,331.0 729.4 219.6 17,136 4,344 294.5 Oklahoma City ................... 647.7 207.8 211.7 1,054.0 334.6 215.0 8,022 2,257 255.4 Phoenix ......................... 1,381.4 417.0 231.3 2,197.6 630.1 248.8 10,770 2,172 395.9 Tulsa ............................ 512.9 199.9 156.6 853.0 327.5 160.5 7,699 1,590 384.2 SOURCES: Enplaned Air Passengers and Enplaned Air Cargo-Air Commerce Traffic Pattern, June 1961. Airport Activity Statistics of Certificated Route Air Carriers, twelve months ending December 31, 1969. Civil Aeronautics Board and Federal Aviation Administration. Originating/Terminating Air Passengers-Civil Aeronautics Board-Domestic Origin/Destination Survey of Airline Passenger Traffic, Fiscal Year 1960 and 1969. 1970 FIGURES FOR DALLAS LOVE FIELD Air Passengers (000's omitted) . . . . . . . . . . . . 5,225.1 Enplaned Air Cargo and Air Mail-Tons . . . . . . 99,519 THE CONTRACT BETWEEN THE CITIES The following is a summary of certain provisions of the Contract and Agreement between the Cities of Dallas and Fort Worth, dated and effective as of April 15, 1968, to which reference is hereby made. Copies of the Contract Between the Cities are available upon request from the Financial Advisors or the Office of the Executive Director, Dallas-Fort Worth Regional Airport. Powers of the Board The Board is authorized to plan, acquire, establish, develop, construct, enlarge, improve, maintain, equip, operate, regulate, protect and police the Airport, together with air navigation facilities, airport hazards and land and shall exercise on behalf of the Cities all of the powers of each with respect thereto. The Board in operating the Airport may enter into contracts, leases and other arrangements with any person, association of persons, firms, or public or private entities or corporations for terms not ex- ceeding forty years, granting the privilege of using or improving the Airport, or any portion thereof or space therein for commercial purposes; and may confer the privilege of supplying goods, commodities, things, services or facilities at the Airport or of making available services to be furnished to or by the Board or its agents thereat. It shall establish the terms and conditions and fix the charges, rentals or fees for such privileges or services. The Board may contract with any person, firm or private or public entity or corporation for the planning, supervision, financing and construction of, or may itself construct or otherwise acquire, all structures or improvements which in its judgment are useful, necessary, desirable or convenient in efficiently operating and maintaining the Airport and facilities related thereto. The Board shall have full discretion as to the methods employed in the construction or acquisition of the Airport and facilities related thereto. It may provide for and enter into any operating agreements or agreements of lease with any person, firm or private or public entity or corporation for the operation or lease of such facilities, or any part thereof. The terms and conditions of such agreements shall be determined by the Board. 26 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 Treasurer The Board shall select, appoint and contract with a person to be known as the Treasurer for the Dallas-Fort Worth Regional Airport Board. Such Treasurer shall have the custody of all of the moneys, funds, notes, bonds and other securities comprising a part of the Joint Airport Fund and committed to the control and jurisdiction of the Board, except to the extent that such custody would result in a violation of the Cities' covenant described herein under "Tax Exemption". The contract with the Treasurer shall be let to the highest and best bidder in accordance with detailed bidding procedures established by the Board in its discretion. The Board shall biennially advertise for bids, stating the bidding procedures. Said Treasurer shall give such bond and make such security as the Board may require, conditioned for the faithful discharge of his duties. The Treasurer shall receive and securely keep all moneys committed to him and make all disbursements from the same upon orders signed by such persons as may be author- ized by resolution of the Board. Joint Airport Fund The Cities create a Joint Airport Fund and direct that it shall be held, supervised and maintained by the Board. Within the Joint Airport Fund, the Board shall be authorized to create, designate and maintain such separate and special accounts and trust funds as shall be by it considered proper in the sound business management of its business and affairs. The Cities themselves, however, create within the Joint Airport Fund the following special accounts and funds: (1) An Initial Capital Contributions Account; (2) A Construction Fund; and (3) An Operating Revenue and Expense Fund. The Joint Airport Fund shall be treated by the Board and the Cities as the master fund for accoun- ting purposes in which shall be recorded and listed all properties of any nature initially and at any time thereafter contributed or committed by the Cities to the Airport and at any time thereafter received by the Board from any source. Distribution of Net Profits—No distribution of net profits of the Airport shall ever be made if such action would violate the terms, covenants and provisions of any lawful agreement of the Board or of any ordinance authorizing joint revenue bonds or any other airport revenue bonds of either of the Cities. At any other times and to the extent not in violation of any such covenants, the Cities acting jointly may require the distribution of net profits to the Cities, but neither of the Cities acting independently shall be authorized to require any such distributions. Distribution of Net Losses—if at the end of any year, it shall he determined that the Board has not or will not receive sufficient revenues and income with which to meet its contractual obliga- tions and undertakings, other than such obligations as may be by their terms payable from some specific or special fund, the Cities will each, from sources lawfully available to each, make up such deficiency, the amount of such contributions on the part of each City, respectively, to be the mathematical product of its interest in specified Airport properties, times the total amount of such deficiency each year and such contributions shall be reflected in such accounts within the Joint Airport Fund as the Board shall consider appropriate. The Cities covenant to construct and to continue the due and proper operation of the Airport by furnishing funds to the Board which, with the revenues above contemplated, will be sufficient to provide for such operations, and to the extent a debt is or may be so created, each City has levied and agrees to levy an ad valorem tax sufficient to pay any such debt each year when due and to provide a sinking fund in amount not less than 2% thereof each year.* Additional Operating Expense Contributions—The Cities agree that during each year in which joint revenue bonds are outstanding and as a supplement to the pledge of revenues for the payment of * No representation is made that such obligation on the part of the Cities would produce funds sufficient to construct an airport as described in this Official Statement within the proposed construction period. 27 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 such bonds, they will levy, collect and pledge the Maintenance Tax to the payment of operation and maintenance expenses of the Airport. The Cities agree that the Maintenance Tax shall not be pledged, levied or collected for any other purposes of the Cities, except that if the total amount of such tax shall not be required in any year, then the Cities shall be authorized to utilize the amount not required for other lawful City purposes on a year-by-year basis. To the extent the tax pledged by each City shall have been pledged to another pledge thereof by either City prior to the date of the Contract Between the Cities, the pledge and agreement therein contained shall be subject and sub- ordinate to such prior pledge. THE ORDINANCE The following is a summary of the 1968 Regional Airport Concurrent Bond Ordinance, supplemented by the First, Second, Third and Fourth Supplemental Regional Airport Concurrent Bond Ordinances, adopted by the City Councils of the Cities of Dallas and Fort Worth, to which reference is hereby made. Copies of these documents are available upon request from the Financial Advisors or the Office of the Executive Director, Dallas-Fort Worth Regional Airport. Revenue Pledge The Bonds shall be payable from and secured by an irrevocable first lien on and pledge of Pledged Revenues and the funds in which they shall from time to time be on deposit. Except for the transitional pledge described under "Authority and Security for the Bonds", all covenants requiring the Cities to pay principal and interest on the Bonds shall be joint, and not several, obligations, and all such obligations shall be payable solely from the Pledged Revenues; and except as provided in the Ordinance no claim for the payment of money shall ever be asserted against either of the Cities apart from the other City and from sources other than the funds in which Pledged Revenues are committed to be deposited; and no liability shall ever be asserted 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 and in the case of Fort Worth an amount equal to 4/11ths of the total amount asserted. Special Funds In addition to the Operating ReN enue and Expense Fund and the Construction Fund, established as a part of the Joint Airport Fund in the Contract Between the Cities, the Cities establish within the Joint Airport Fund and direct that the same be maintained by the Board, the following special funds: A. Interest and Sinking Fund; B. Reserve Fund; and C. Capital Improvements Fund. Payment on Account of Senior Lien Bonds Such payments shall be made from Gross Revenues each year as may be necessary to prevent a default in the payment of the Senior Lien Bonds. Any Gross Revenues thus withdrawn from the Joint Airport Fund for such purpose shall be restored thereto by the City for whose account such withdrawals were made at the earliest practicable date and from such revenues of the City as may be lawfully avail- able for such purpose. Flow of Funds All Gross Revenues, when and as received by the Board, shall be promptly deposited to the credit of the Operating Revenue and Expense Fund. All proceeds from the levy and collection of the Main- tenance Tax shall be deposited in, but accounted for separately within, the Operating Revenue and Expense Fund from Gross Revenues otherwise deposited therein. Pledged Revenues thus deposited shall be applied as provided in the Ordinance and pending such application shall be subject to the lien, charge and pledge in favor of the holders of the Bonds. Transfers of Pledged Revenues for all Bonds 28 (B-921111)—Dallas-Fort worth Regional Airport H52-37 down Proof of 8-19-71 shall be made monthly to the Interest and Sinking Fund, after taking into account the unexpended invest- ment earnings on the moneys on deposit in said Fund, as set forth in the respective Ordinances. Such transfers of Pledged Revenues shall he made for the 1971 A Bonds as follows, (1) beginning on October 1, 1973, an amount equal to 1/6th of the interest to become due on the next interest payment date, (2) beginning on October 1, 1978. for the 1971 A Bonds maturing November 1, 1979 to 1986, inclusive, equal monthly instalments during each 12 month period to accumulate by November 1 following such )2 month period the amount of principal maturing on such November 1; (3) thereafter, for the 1971 A Bonds maturing November 1, 2001, beginning October 1, 1986, equal monthly sinking fund payments during each 12 month period to redeem or pay on November, 1 following such 12 month period the following principal amounts. 1987. . . . . . . . $ 2,500,000 1995. . . . . . . . $ 4,250,000 1998. . . . . . . 2,750,000 1996. . . . . . . . 4,750,01x1 1989. . . . . . . . 3.0)0,000 1997. . . . . . . . 5,250,000 1990. . . . . . 3,500,o00 1998. . . . . . . . 5,500,000 11491 . . . . . . . . 3,500,00111 1999. . . . . . . . 5,750,(11x) 1992. . . . . . . 3.7 50,000 2000. . . . . . . . 6,250,001 1y93. . . . . . . 4,000,000 20111 . . . . . . . . 26,000,1x)0 1994. . . 4,250,000 Through prior redemption or purchase of 1971 A Bonds in the open market at prices not greater than the par value thereof plus accrued interest, the principal amounts to be redeemed on each elate ser forth in the table immediately above may be reduced in approximately equal amounts. No transfers of Pledged Revenues to the Interest and Sinking Fund for the payment of interest on the Bonds are required to the extent that moneys shall have been provided for such payment from future issues of Completion Bonds. Moneys remaining on deposit in the Operating Revenue and Expense Fund, after making the required transfers to the Interest and Sinking Fund, shall be applied as follows: (l) to the payment of Operation and Maintenance Expenses; (2) to the Reserve Fund the amount required to maintain a balance therein equal to the a,moliDt deposited from rhr proceeds of the Bonds (see below, however, last paragraph under "Completed Bonds"); (3) to the Capital Improvements Fund any moneys remaining in the Operating Revenue and Expense Fund at the end of each Fiscal Year after retaining therein an amount sufficient to pay estimated Operation and Maintenance Expenses for a period of three months. It is provided, however, (a) that until such time as the Cities shall recover the amounts contributed from City funds for advance planning, engineering and preliminary expenses (being an aggregate amount of $2,435,270), the Cities may withhold such amount from the Capital Improvements Fund and distribute such amount to the Cities; and (b) if in the Fiscal Year then closing the Cities were required to levy and collect the Maintenance Tax, the Cities may withhold from the Capital Improvements Fund an amount equal to the Maintenance Tax (or other City funds if used in lieu thereof) actually con- tributed to the operation and maintenance of the Airport for such Fiscal Year. (4) after accumulating in the Capital Improvements Fund the sum of $25,000,000, any moneys remaining in the Operating Revenue and Expense Fund may be used for any lawful purpose. 29 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 Monevs in the Reserve Fund shall be used for the payment of principal and interest on the Bonds when and if moneys in. 'the Interest and Sinking Fund shall not be sufficient for such purpose. Moneys in the Capital Improvements Fund may be used (1) to pay any costs of the Airport or the cost of constructing, acquiring, extending or im- proving the Airport; (2) to pay the cost of extraordinary or major Operation and Maintenance Expenses and repairs; and (3) to pay any Bonds or other obligations payable from the Gross or Net Revenues of the Airport, if such payment is necessary to prevent any default in the payment of such obligations. Such moneys shall be used to prevent a default in the payment of any Bonds. Otherwise, the specific use and time of use thereof shall be as determined by the Board. Pledge to Operation and Maintenance Expenses While it is contemplated that Gross Revenues will be sufficient for the payment of all Bonds and of operation and maintenance expenses, nevertheless, each of the Cities, respectively, pledges such part of the Maintenance Tax as may be necessary within the specified limits to assure that the Airport will be efficiently and effectively operated and maintained. The tax, if thus assessed and collected in any year, shall be deposited as an additional operating expense contribution to the Operating Revenue and Expense Fund in accordance with the requirements of the Contract Between the Cities; and the Maintenance Tax, as to each City, is levied in such rate as will produce a sum sufficient to supply the difference between the amount required to pay Operation and Maintenance Expenses in the next fiscal year, as estimated in the annual budget of the Board, and the amount estimated to be available for such purposes from Pledged Revenues after the payment of principal and interest to be due on the Bonds during such year and the deposit of any amounts required to be made to reserve funds therefor. The Cities each covenant that the Maintenance Tax shall not be pledged on a permanent basis for other City purposes;however,if the total amount of such tax applicable to either City (or both) shall not be required in any year, then the amount of such tax not thus required may be utilized for other lawful City purposes on a year-by-year basis. The respective obligations of the Cities to levy and collect the Maintenance Tax shall be on the proportionate basis of 7/11ths by Dallas and 4/11ths by Fort Worth. Additionally, the obligation of Fort Worth to levy and collect the Maintenance Tax in such amount shall be and is junior and subordinate to a prior pledge of the Maintenance Tax for the benefit of the holders of its share of the Senior Lien Bonds, to the extent previously pledged to the operation and maintenance of that City's Airport System, which includes GSIA and Meacham Field, so long as its share of any outstanding Senior Lien Bonds remain outstanding containing any such pledge, The covenants requiring the Cities to levy and collect the Maintenance Tax shall be several, and not joint, and no claim, demand, action, proceeding. suit or judgment, shall ever be asserted, made, pur- sued or entered against either of the Cities for the default in that covenant or obligation by the other City, the full scope and extent of such covenant being limited as to each individual City to its obligation to levy its proportionate share of any amount to be collected from the Maintenance Tax. Senior Lien Bonds for Love Field and GSIA Improvements Until such time as the Airport shall become operational, each City shall have the right to issue Senior Lien Bonds by the terms of which each City's respective share of Gross Revenues may be pledged to the payment thereof senior in right to the Bonds, but such right shall be exercised strictly upon and subject to the following conditions among others 30 (9200)—Dallas-Fort Worth Regional Airport H52-37 down Proof of 7-28-71 (1) Such Senior Lien Bonds shall be issued for the sole and exclusive purpose of acquiring or constructing such improvements, extensions and additions to Love Field and GSIA as may be necessary, prudent and essential to the continued, safe, efficient and effective operation of each airport as a major commercial, passenger-oriented airport facility for the period prior to which the Airport shall become operational. To determine and ascertain this fact the respective City Council shall select a competent professional airport engineer or consultant, and if such engineer or consultant shall execute an opinion that such improvements, extensions or additions are necessary and essen- tial as aforesaid, then this requirement shall be deemed conclusively to have been satisfied. (2) A competent airport consultant or consulting firm furnishes a projection of anticipated revenues from the particular airport and the Airport, and such projection shows and reflects that the net revenues of the particular airports of the City issuing the Senior Lien Bonds, together with 7/11ths in the case of Dallas (4/ 11ths in the case of Fort Worth) of the projected Pledged Revenues throughout the life of the then outstanding Bonds and all anticipated Completion Bonds, are suffici- ent in amount to pay all Senior Lien Bonds of the particular City then proposed and outstanding and 1.25 times 7/11ths in the case of Dallas (4/11ths in the case of Fort Worth) of all then outstanding Bonds and all anticipated Completion Bonds; and such projection reflects additionally that the City's share of the Maintenance Tax and the Gross Revenues remaining after debt service will be sufficient to provide for its share of the proper operation and maintenance of the Airport. For the purpose of determining the amount of anticipated Completion Bonds, the City shall addi- tionally cause to be prepared and submitted a statement of the Consulting Architect and/or Consulting Engineer as to the anticipated cost of completing the first phase of the Airport as of the date of the statement; and an amount of anticipated Completion Bonds shall be assumed as being outstanding equal to such amount, computed on the basis of a payout period of 30 years, payable in equal installments each year, bearing interest at the rate of 6% per annum, and assuming escrowed interest from bond proceeds for the remaining then estimated period of construction. (3) Such Senior Lien Bonds shall be subject to prior redemption at least semi-annually begin- ning not later than during the calendar year 1973. From and after the date upon which the Airport shall become operational, no additional Senior Lien Bonds shall be issued by either of the Cities. Each City may provide for improvements, exten- sions or additions to its existing airports by issuing bonds which do not include a pledge of any part of the revenues from the Airport. Completion Bonds The Cities reserve the right to issue Completion Bonds for the purpose of completing the Airport in the size and scope contemplated by the over-all preliminary plan of the Board approved by the Cities. Completion Bonds shall be on a parity with and shall have the same rights and privileges as the Bonds. If the issuance of any series of Completion Bonds should cause the aggregate amount of Bonds to be outstanding to exceed $425,000,000, the Board shall obtain a written opinion of an Airport Con- sultant to the effect that said Completion Bonds are needed in order to fulfill said over-all preliminary plan. If such opinion shall be obtained as thus required the same shall be conclusive evidence of the power of the Cities to issue Completion Bonds. Subsequent to the date the Airport becomes (a) operational and (b) revenue producing, no addi- tional Completion Bonds shall be issued except upon receipt of a certificate of the nature and substance described in paragraph B under "Additional Parity Bonds". The Cities will include within the principal amount of the 1971 A Bonds an amount equal to the average annual principal, sinking fund and interest requirements for the 1971 A Bonds. As long as the 1968 Bonds are outstanding, the Cities shall also include in all future issues of Completion Bonds an 31