Appendix II. TRUST INDENTURE TULSA MUNICIPAL AIRPORT TRUST (SECTIONS 400, 401, AND 402)

("Exhibit B" in Ord. No. 8236)

KNOW ALL MEN BY THESE PRESENTS:

This Trust Indenture, hereinafter referred to as "Indenture", dated August 2, 1957, for purposes of reference, but actually executed on the date hereinafter set out, by The Tulsa Chamber of Commerce, of Tulsa, Oklahoma, a nonprofit corporation organized and existing under the laws of the State of Oklahoma, hereinafter referred to as "Trustor", and N.G. Henthorne, Richard Lloyd Jones, Jr., E. Fred Johnson, Sid W. Patterson and George E. Norvell, to be known as the Trustees of the Tulsa Municipal Airport Trust, and hereinafter referred to as "Trustees"

W I T N E S S E T H:

That in consideration of the payment by Trustor to the Trustees of the sum of Ten Thousand Dollars ($10,000.00) and other valuable considerations, receipt whereof is hereby acknowledged, and of the mutual covenants herein set forth, the said Trustees agree to hold, manage, invest, assign, convey and distribute as herein provided, authorized and directed, such property as Trustor, or others, may from time to time assign, transfer, lease, convey, give, bequeath, devise or deliver unto this Trust or the Trustees hereof.

To Have and to Hold such property and the proceeds, rents, profits and increases thereof unto said Trustees, and said Trustees' successors and assigns, but nevertheless in trust, for the use and benefit of the City of Tulsa, Oklahoma, and upon the following trusts, terms and conditions herein stated.

ARTICLE I.
Creation of Trust.

The undersigned Trustor creates and establishes a trust for the use and benefit of the City of Tulsa, Oklahoma, and for the public purposes hereinafter set forth, under the provisions of Title 60, Oklahoma Statutes, 1951, Sections 176 to 180, inclusive, as amended by Title 60, Chapter 4, Oklahoma Session Laws 1953, the Oklahoma Trust Act and other applicable statutes of the State of Oklahoma.

ARTICLE II.
Name.

The name of this trust shall be "Tulsa Municipal Airport Trust", hereinafter referred to as "Trust." The Trustees shall conduct all business and execute all instruments and otherwise perform the duties and functions required in the execution of this Trust.

ARTICLE III.
Purposes of Trust.

The purposes of this Trust are:

1.

To alter and modify any and all airport improvements, buildings and structures located on any leasehold estate, whether within or without the territorial boundaries of the City of Tulsa, Oklahoma, acquired by the Trustees and to erect, construct and install additional buildings, structures, fixtures, equipment and facilities therefor; to incur indebtedness to cover the cost thereof; to lease or sublease said premises with or without such improvements, and to secure the payment of such indebtedness by the assignment of all or any part of the rents and income that may be derived thereunder, with full power and authority to enforce all terms and conditions of each and every such lease or other agreement and to modify and cancel or otherwise terminate the same.

2.

To hold, maintain and administer any leasehold rights in and to physical properties demised to said Trustees, and to comply with the terms and conditions of any such lease.

3.

To acquire by lease, purchase, or otherwise, and to plan, establish, develop, construct, enlarge, improve, maintain, equip, operate and regulate any and all physical properties designated or needful for utilization in the furnishing and providing of services, in connection with the airport properties, and to dispose of, rent, or otherwise make provisions for properties owned by the Trust but no longer needful for trust purposes.

4.

To provide funds for the cost of financing, acquiring, constructing, leasing, equipping, maintaining, repairing and operating any such airport properties and other improvements on airport grounds, and all properties, real, personal or mixed, required for execution and fulfilling the trust purposes as set forth in this instrument, and all other charges, costs and expenses necessarily incurred in connection therewith, and in so doing, to incur indebtedness, either unsecured or secured, by all or any part of the Trust Estate and its revenues.

5.

To expend all funds coming into the hands of the Trustees as revenue or otherwise for the payment of any indebtedness incurred by the Trustees for purposes specified herein, and in the payment of the aforesaid costs and expenses, and in payment of any other obligation properly chargeable against the Trust Estate, and to distribute the remainder of such funds to the beneficiary municipality.

ARTICLE IV.
Duration of Trust.

This Trust shall have duration for the term of duration of the Beneficiary and until such time as its purpose shall have been fully fulfilled, or until it shall be terminated as hereinafter provided.

ARTICLE V.
The Trust Estate.

The Trust Estate shall consist of:

1.

The funds and property presently in the hands of the Trustees, including the $10,000 paid to the Trustees as consideration, as hereinabove recited.

2.

Any and all leasehold rights and leases to said Trustees for the purposes of this Trust.

3.

Any and all improvements that may be constructed by, or on behalf of, the Trustees or by, or on behalf of, the City of Tulsa, upon any property owned by, or leased to, said Trustees.

4.

Any and all money, property, real, personal or mixed, rights, choses in action, contracts, leases, privileges, immunities, licenses, franchises, benefits and all other things of value coming into the possession of the Trustees pursuant to the provisions of this Indenture.

ARTICLE VI.
The Trustees.

1.

There shall be five Trustees of this Trust. The five Trustees originally appointed herein are severally the present members of the Tulsa Park Board of the City of Tulsa, Oklahoma. The Trustees of this Trust shall during the term hereof, consist of the members of the Tulsa Park Board in office from time to time, and the number of such Trustees shall be increased or decreased as the membership of said Tulsa Park Board is increased or decreased. When any person has been appointed and qualified as a member of the Tulsa Park Board he shall thereupon be deemed to have accepted appointment as Trustee of this Trust and shall continue as a Trustee as long as he remains a member of the Tulsa Park Board. If any member of the Tulsa Park Board shall refuse to act as Trustee, the other Trustees may appoint a Trustee to take his place until such time as his successor is appointed to the Tulsa Park Board. If any member of the Tulsa Park Board who is a Trustee shall die or resign or become disabled from performing his duties as a member of the Tulsa Park Board, the Trustees shall have power and authority to fill any vacancy by an interim appointment until the successor of such member of the Tulsa Park Board shall have been appointed and qualified, at which time the powers under the interim appointment shall cease and the newly appointed and qualified member of the Tulsa Park Board shall become Trustee hereunder.

2.

In event of any changes in the Charter of the City of Tulsa abolishing the Tulsa Park Board or abrogating in whole or in part the present authority and jurisdiction of the Tulsa Park Board over the Tulsa Municipal Airport, then and in either of such events, the Trustees then in office hereunder shall continue as the Trustees of this Trust and shall thereafter have power to fill any vacancies that may occur and to designate and appoint the successors of any Trustee who may die or resign or may become disabled from performing the duties of a Trustee hereunder. In the event the operation and maintenance of the Tulsa Municipal Airport is transferred form the Tulsa Park Board to some other board or agency, the members of such board or agency in office from time to time shall be the Trustees of this Trust, and the provisions contained in paragraph 1 of this Article VI with respect to temporary filling of vacancies shall apply in like manner to the members of such board or agency acting as Trustees of this Trust.

ARTICLE VII.
Powers and Duties of the Trustees,
and Incidents of the Trust.

Subject to the provisions and limitations otherwise provided in this indenture, the Trustees shall have, in addition to the usual powers incident to their office and the powers granted to them in other parts of this Indenture, the following rights, powers, duties, authority, discretion and privileges, all of which may be exercised by them without any order or authority from any court:

1.

To enter into and execute, purchase, lease or otherwise acquire property, real, personal or mixed, franchises, contracts, leases, rights, privileges, benefits, choses in action, or other things of value and to pay for the same in cash, with bonds or other evidences of indebtedness or otherwise.

2.

To make and change investments, to convert real into personal property, and vice versa, to lease, improve, exchange or sell, at public or private sale, upon such terms as they deem advisable, any or all of the property in the Trust, real or personal; to borrow money, or renew loans for the Trust, to refund outstanding bonded indebtedness and to execute therefor evidences of indebtedness, and to secure the same by mortgage, lien, pledge or otherwise; to purchase property from any person, and lease land and other property from the beneficiary and construct and equip buildings and facilities thereon and lease, sublease or rent, on such terms as they deem advisable, the same to individuals, partnerships, associations, corporations and others, including agencies of the United States of America, State of Oklahoma, and political subdivisions of the State, and procure funds necessary for such purpose by the sale of bonds or other evidences of indebtedness and secure the payment of such bonds or other evidences of indebtedness by a mortgage, lien, pledge or other encumbrance of such real and personal property, buildings and facilities owned or otherwise acquired, leased or controlled by Trustees, and rentals, income, receipts and profits therefrom, or from any other revenues associated with the ownership, operation or control of the property of the Trust; to lease or sublease, on such terms as they deem advisable, any property of the Trust or of which the Trustees may become the owners or lessees.

3.

To fix, demand and collect charges, rentals and fees for the services and facilities of the Trust to the same extent as the beneficiary might do and to discontinue furnishing of services and facilities to any person, firm or corporation, or public instrumentality, delinquent in the payment of any indebtedness to the Trust. To purchase and sell such supplies, goods and commodities as are incident to the operation of its airport properties.

4.

To make and perform contracts of every kind, including management contracts with any person, firm, corporation, association, trusteeship, municipality, government or sovereignty; and without limit as to amount, to draw, make, accept, indorse, assume, guarantee, account, execute and issue promissory notes, drafts, bills of exchange, acceptances, warranties, bonds, debentures, and other negotiable or non-negotiable instruments, obligations, and evidences of unsecured indebtedness, or of indebtedness secured by mortgage, deeds of trust or otherwise, upon any or all property of the Trust, and to pledge any or all income of the Trust, in the same manner and to the same extent as a natural person might or could do. To collect and receive any property, money, rents or income of any sort and distribute the same or any portion thereof for the furtherance of the authorized Trust purposes set out herein.

5.

To contract for the furnishing of any services or the performance of any duties that they may deem necessary, or proper, and pay for the same as they see fit.

6.

To employ such agents, servants and employees as they deem necessary or proper, and shall prescribe their duties and fix their compensation at such amounts as is customary and normal in the operation of airports; and select depositories for the funds and securities of this Trust.

7.

To compromise any debts or claims of or against the Trust, and to adjust any dispute in relation to such debts or claims by arbitration or otherwise, and may pay any debts or claims against the Trust upon any evidence that seems to the Trustees to be sufficient. The Trustees may bring any suit or action, which in their judgment is necessary or proper to protect interests of the Trust, or to enforce any claim, demand or contract for the Trust; and they shall defend, in their discretion, any suit against the Trust, or the Trustees or employees, agents or servants thereof. They may compromise and settle any suit or action, and discharge the same out of Trust assets, together with court costs and attorney fees. All such expenditures shall be treated as expenses of executing this Trust.

8.

To do all other acts in their judgment necessary or desirable for the proper and advantageous management, investment, and distribution of the Trust Estate and income therefrom.

The whole title, legal and equitable, to the Trust property is and shall be vested in the Trustees, as such title in the Trustees is necessary for their due execution of this Trust. Said Trustees shall have and exercise exclusive management and control of the Trust properties for the use and benefit of the beneficiary; but may agree for approval of any or all of its actions and transactions by the governing board of the beneficiary.

No purchaser at any sale or lessee under a lease made by the Trustees shall be bound to inquire into the expediency, propriety, validity or necessity of such sale or lease or to see to or be liable for the application of the purchase or rental monies arising therefrom.

Bonds to be issued by the Trustees shall not constitute an indebtedness of the State of Oklahoma nor of the City of Tulsa, Oklahoma, nor personal obligations of the Trustees of the Tulsa Municipal Airport Trust, but shall constitute obligations of the Trustees payable solely from the Trust Estate.

The Trustees, the State of Oklahoma and the beneficiary herein shall not be charged personally with any liability whatsoever by reason of any act or omission committed or suffered in good faith or in the exercise of their honest discretion in the performance of such Trust or in the operation of the Trust property; but any act or liability for any omission or obligation of the Trustees in the execution of such Trust, or in the operation of the Trust property, shall extend to the whole of the Trust Estate or so much thereof as may be necessary to discharge such liability or obligation.

No contract, lease, indenture or agreement of any nature whatsoever, to which the Trustees shall be a party, shall be deemed ineffectual or invalid by reason of the fact that any one or more of such Trustees may execute such contract, lease, indenture or agreement for, or on behalf of, the other parties thereto.

Any firm of which any Trustee may be a member, or any public or private corporation, association, commission or agency of which any Trustee may be an officer, director or member, or in which any Trustee may be interested as the holder of any amount of its capital stock, or otherwise, or any Trustee individually, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction with this Trust or the Trustees thereof, and, in the absence of fraud, no contract or other transaction shall be thereby affected or invalidated; provided that in case a Trustee individually, or a firm of which a Trustee is a member, or a corporation in which any Trustee owns a substantial amount of capital stock, is so interested, such fact shall be disclosed or shall have been known to the other Trustees.

ARTICLE VIII.
Beneficiary of Trust.

1.

The beneficiary of this Trust shall be the City of Tulsa, Oklahoma, a municipal corporation, under and pursuant to Title 60, Oklahoma Statutes, 1951, Sections 176 to 180, both inclusive, as amended. Trustor now declares that this Indenture shall be irrevocable from the moment it is signed by it and delivered to the Trustees, and that it shall thereafter stand without any power whatsoever at any time to alter, amend, revise, modify, revoke or terminate any of the provisions of this Indenture.

2.

The Trustees shall first pay all indebtedness of the Trust and interest thereon, and second, shall pay the costs and expenses incident to the management, operation, maintenance and conservation of this Trust and shall then pay the balance to the beneficiary of the Trust.

ARTICLE IX.
Termination of Trust.

This Trust shall terminate:

1.

When the purposes set out in Article III of this Indenture shall have been fully executed; or

2.

In the manner provided by Title 60, Oklahoma Statutes, 1951, Section 180.

Provided, however, that this Trust shall not be terminated by voluntary action if there be outstanding indebtedness or fixed term obligations of the Trustees, unless all owners of such indebtedness or obligations shall have consented in writing to such termination.

Upon the termination of this Trust, the Trustees shall proceed to wind up the affairs of this Trust, and after payment of all debts and obligations out of Trust money to the extent thereof shall distribute the residue of the money and Trust property to the Beneficiary hereunder. Upon final distribution the powers, duties and authority of the Trustees hereunder shall cease.

ARTICLE X.

The Trustees accept the Trust herein created and provided for, and agree to carry out the provisions on their part to be performed.

IN WITNESS WHEREOF, the Trustor and the Trustees have hereunto set their hands this 5th day of August, 1957.

THE TULSA CHAMBER OF COMMERCE

	/s/ Cleo C. Ingle       President

TRUSTOR

ATTEST:

/s/ C.A. Border       Secretary

	/s/ N.G. Henthorne       N. G. Henthorne

	/s/ Richard Lloyd Jones, Jr.       Richard Lloyd Jones, Jr.

	/s/ E. Fred Johnson       E. Fred Johnson

	/s/ Sid W. Patterson       Sid W. Patterson

	/s/ George E. Norvell       George E. Norvell

TRUSTEES

[ACKNOWLEDGMENTS]

CERTIFICATE OF ACCEPTANCE

STATE OF OKLAHOMA       )
)	ss.
COUNTY OF TULSA       )

 

We, the undersigned, Chairman and Secretary of the Tulsa Park Board, hereby certify that the Tulsa Park Board duly accepted the above and foregoing Trust Indenture creating the Tulsa Municipal Airport Trust for the sole and exclusive benefit of the City of Tulsa, Oklahoma, pursuant to Resolution of the Park Board duly adopted August 5, 1957, as shown by the official minutes of said meeting.

Dated August 5, 1957.

	/s/ N.G. Henthorne       Chairman, Tulsa Park Board

(SEAL)

ATTEST:

/s/ O.A. Zeigler       Secretary, Tulsa Park Board

CERTIFICATE OF ACCEPTANCE

STATE OF OKLAHOMA       )
)	ss.
COUNTY OF TULSA       )

 

Pursuant to the provisions of Ordinance No. 8236, I hereby certify that the City of Tulsa has accepted the above and foregoing Trust Indenture, creating the Tulsa Municipal Airport Trust, for the sole and exclusive benefit of said City of Tulsa, Oklahoma, all as provided by the terms and conditions of said Ordinance, a copy of which is hereto attached.

Dated August 6th, 1957.

	/s/ George E. Norvell       Mayor

ATTEST:

/s/ A. Jackson Lawrence       City Auditor