Official Statement Airport Commission City and County of San ...

Other Matters
In the regular course of the Airport’s business, the Commission and the City are parties to a variety of
pending and threatened lawsuits and administrative proceedings with respect to the Airport’s operations and other
matters, in addition to those specifically discussed herein. The Commission does not believe that any such lawsuits
or proceedings will have a material adverse effect on the Airport’s business operations or financial condition.
RATINGS
Moody’s Investors Service (“Moody’s”) is expected to assign ratings of “Aaa/VMIG1” to the 2010A
Bonds, Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”)
is expected to assign ratings of “AAA/A-1+” to the 2010A Bonds and Fitch, Inc., doing business as Fitch Ratings
(“Fitch”) is expected to assign ratings of “AA+/F1+” to the 2010A Bonds, with the understanding that upon delivery
of the 2010A Bonds, the Letter of Credit will be delivered by JPMorgan Chase Bank, National Association
(“JPMorgan Chase Bank”). See “THE LETTER OF CREDIT,” “THE BANK” and APPENDIX H–“FORM OF LETTER OF
CREDIT.”
The rating agencies have based their long term ratings on the 2010A Bonds on their analysis of the credit
strength of the Airport and JPMorgan Chase Bank with respect to the 2010A Bonds using a “Two-Party-Pay” rating
approach. The short-term ratings on the 2010A Bonds are based solely on the credit strength of the Letter of Credit.
Moody’s, Standard & Poor’s and Fitch have assigned underlying ratings of “A1,” “A” and “A+’”
respectively, to the 2010A Bonds.
A rating reflects only the view of the agency giving such rating and is not a recommendation to buy, sell or
hold the 2010A Bonds. An explanation of the significance of each rating may be obtained from the rating agencies
at their respective addresses, as follows: Moody’s Investors Service at 7 World Trade Center, at 250 Greenwich
Street, New York, New York 10007; Standard & Poor’s, 55 Water Street, New York, New York 10041 and Fitch,
One State Street Plaza, New York, New York 10004. Generally, a rating agency bases its rating on the information
and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that a
rating will apply for any given period of time, or that the rating will not be revised downward or withdrawn if, in the
judgment of the agency providing such rating, circumstances so warrant. The Commission undertakes no
responsibility to maintain any rating or to oppose any revision or withdrawal of a rating. A downward revision or
withdrawal of a rating may have an adverse effect on the marketability or market price of the 2010A Bonds.
UNDERWRITING
The Underwriters may offer and sell their respective Series of 2010A Bonds to certain dealers and other at
prices lower than the public offering prices set forth on the inside cover page.
2010A-1 Bonds
The 2010A-1 Bonds are being purchased through negotiation by Barclays Capital Inc. (“Barclays”) at a
purchase price equal to $86,198,320.10 (representing the principal amount of the 2010A-1 Bonds, less an
Underwriter’s discount equal to $176,679.90). The purchase contract pursuant to which Barclays is purchasing the
2010A-1 Bonds provides that Barclays will purchase all of the 2010A-1 Bonds if any are purchased. Under the
terms of the purchase contract, the obligation of Barclays to make the purchase is subject to certain terms and
conditions set forth in the purchase contract.
2010A-2 Bonds
The 2010A-2 Bonds are being purchased through negotiation by Morgan Keegan & Company, Inc.
(“Morgan Keegan”) at a purchase price equal to $57,508,607.50 (representing the principal amount of the 2010A-2
Bonds, less an Underwriter’s discount equal to $86,392.50). The purchase contract pursuant to which Morgan
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