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

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