Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
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to or greater than the Credit Facility interest coverage amount required by the 1991 Master Resolution for the<br />
applicable Mode <strong>and</strong> with an Expiration Date not earlier than five Business Days prior to the end <strong>of</strong> the initial<br />
Interest Period for the 2010A Bonds; provided, however, that if the 2010A Bonds is changed to the Term Rate<br />
Mode, no Credit Facility or Liquidity Facility need be applicable to the 2010A Bonds while in the Term Rate Mode<br />
if the <strong>Commission</strong> so elects by the time it gives the notice to the Notice Parties as required by the 1991 Master<br />
Resolution.<br />
The New Mode for the 2010A Bonds will commence on the Mode Change Date for the 2010A<br />
Bonds <strong>and</strong> the interest rate (together, in the case <strong>of</strong> a change to the Commercial Paper Mode, with the Interest Period<br />
for the 2010A Bonds) will be determined by the Remarketing Agent (or the <strong>Commission</strong> in the case <strong>of</strong> the Interest<br />
Period for the 2010A Bonds changed to the Term Rate Mode) in the manner provided in the 1991 Master<br />
Resolution, as applicable.<br />
Change to Fixed Rate Mode<br />
At the option <strong>of</strong> the <strong>Commission</strong>, the 2010A Bonds (in Authorized Denominations) may be<br />
changed to the Fixed Rate Mode by providing written notice not less than 45 days (or such shorter time as may be<br />
agreed to by the <strong>Commission</strong>, the Trustee <strong>and</strong> the Remarketing Agent) before the proposed Mode Change Date for<br />
the 2010A Bonds, to the Notice Parties stating that the Mode will be changed to the Fixed Rate Mode <strong>and</strong> setting<br />
forth the proposed Mode Change Date. Such Notice is also required to state whether or not some or all <strong>of</strong> the 2010A<br />
Bonds to be changed will be Serial Bonds <strong>and</strong>, if so, the applicable Serial Maturity Dates <strong>and</strong> Serial Payments, all as<br />
determined pursuant to the provisions <strong>of</strong> the 1991 Master Resolution.<br />
Prior to the effectiveness <strong>of</strong> a change to a Fixed Rate Mode the following conditions are required<br />
to be satisfied: (i) the Mode Change Date is required to be a Business Day; (ii) not less than the 30th day next<br />
preceding the Mode Change Date, the Paying Agent is required to mail a notice <strong>of</strong> such proposed change to the<br />
Owners <strong>of</strong> the 2010A Bonds being changed stating that the Mode will be changed to the Fixed Rate Mode, the<br />
proposed Mode Change Date <strong>and</strong> that such Owner is required to tender such Owner’s 2010A Bonds for purchase on<br />
such proposed Mode Change Date; (iii) delivery <strong>of</strong> a Favorable Opinion <strong>of</strong> Bond Counsel dated the Mode Change<br />
Date <strong>and</strong> addressed to the Trustee <strong>and</strong> the Remarketing Agent; <strong>and</strong> (iv) delivery <strong>of</strong> a Rating Confirmation Notice.<br />
Upon the change <strong>of</strong> the 2010A Bonds to the Fixed Rate Mode, the Remarketing Agent will<br />
determine the Fixed Rate, Serial Maturity Dates, Serial Payments, M<strong>and</strong>atory Sinking Fund Redemption Dates <strong>and</strong><br />
M<strong>and</strong>atory Sinking Fund Payments for the 2010A Bonds as provided in the 1991 Master Resolution.<br />
Change to Auction Mode<br />
At the option <strong>of</strong> the <strong>Commission</strong>, the 2010A Bonds, provided the 2010A Bonds are held by a<br />
depository in book-entry form <strong>and</strong> in an amount which is an Authorized Denomination for the new Interest Period,<br />
may be changed from the Weekly Mode to an Auction Mode as follows: (i) the Mode Change Date is required to be<br />
a regularly scheduled Interest Payment Date on which interest is payable for the Interest Period from which the<br />
change is to be made; (ii) the <strong>Commission</strong> is required to give written notice <strong>of</strong> any such change to the Remarketing<br />
Agent, the Trustee, the Auction Agent, the Market Agent, if any, <strong>and</strong> the Broker-Dealer <strong>and</strong> the Credit Provider not<br />
less than seven Business Days prior to the date on which the Trustee is required to notify the Owners <strong>of</strong> the change<br />
pursuant to the 1991 Master Resolution, with such notice specifying the Mode Change Date <strong>and</strong> the length <strong>of</strong> the<br />
initial Auction Period; together with such notice, the <strong>Commission</strong> is required to file with the Trustee an Opinion <strong>of</strong><br />
Bond Counsel to the effect that the change <strong>of</strong> the 2010A Bonds to an Auction Mode will not adversely affect the<br />
validity <strong>of</strong> such 2010A Bonds or any exclusion from gross income for federal income tax purposes to which interest<br />
on such 2010A Bonds would otherwise be entitled, provided, however, that no such change to an Auction Mode will<br />
become effective unless the <strong>Commission</strong> also files, with the Trustee, an Opinion <strong>of</strong> Bond Counsel to the same effect<br />
dated the Mode Change Date; <strong>and</strong> (iii) not less than 15 days prior to the Mode Change Date, the Trustee is required<br />
to mail a written notice <strong>of</strong> the change to the Owners <strong>of</strong> the 2010A Bonds to be changed to an Auction Mode.<br />
The Auction Rate for the Auction Period commencing on the Mode Change Date for the 2010A<br />
Bonds will be the lowest rate which, in the judgment <strong>of</strong> the Broker-Dealer for the 2010A Bonds, is necessary to<br />
enable such 2010A Bonds to be remarketed at a price equal to the principal amount there<strong>of</strong>, plus accrued interest, if<br />
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