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

APPENDIX H
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
IRREVOCABLE TRANSFERABLE LETTER OF CREDIT
The Bank of New York Mellon Trust Company, N.A.,
as trustee (the “Trustee”) under the Resolution dated
December 3, 1991 (as supplemented or amended, the
“Resolution”), of the Airport Commission of the
City and County of San Francisco
700 South Flower Street, Suite 500
Los Angeles, California 90017
Attention: Corporate Trust Department
Ladies and Gentlemen:
February 10, 2010
U.S. $219,378,185
No. CPCS-777577
We hereby establish in your favor as Trustee for the benefit of the holders of the Bonds
(as hereinafter defined), our irrevocable transferable Letter of Credit No. CPCS-777577 for the
account of the Airport Commission of the City and County of San Francisco (the “Applicant”),
whereby we hereby irrevocably authorize you to draw on us from time to time, from and after
the date hereof to and including the earliest to occur of our close of business on: (i) February 8,
2013 (as extended from time to time, the “Stated Expiration Date”), (ii) the earlier of (A) the
date which is fifteen (15) days after the Conversion Date (as such date is specified in a certificate
presented to us in the form of Exhibit A hereto) or (B) the date on which the Bank honors a
drawing under the Letter of Credit on or after the Conversion Date, (iii) the date which is five (5)
days following receipt from you of a certificate in the form set forth as Exhibit B hereto, (iv) the
date on which the final Stated Maturity Drawing for the Bonds is honored by us, and (v) the date
which is fifteen (15) days following receipt by you of a written notice from us specifying the
occurrence of an Event of Default or Event of Termination under the Letter of Credit and
Reimbursement Agreement dated as of February 1, 2010 (the “Reimbursement Agreement”),
between the Applicant and us and directing you to cause a mandatory tender of the Bonds (the
earliest of the foregoing dates herein referred to as the “Termination Date”), a maximum
aggregate amount not exceeding $219,378,185 (the “Original Stated Amount”) to pay principal
of and accrued interest on, or the purchase price of, the $215,970,000 San Francisco
International Airport Second Series Variable Rate Revenue Refunding Bonds, Series 2010A
issued by the Applicant (the “Bonds”), in accordance with the terms hereof (said $219,378,185
having been calculated to be equal to $215,970,000, the original principal amount of the Bonds,
plus $3,408,185 which is at least 48 days’ accrued interest on said principal amount of the Bonds
at the rate of twelve percent (12%) per annum (the “Cap Interest Rate”)) and assuming a year of
Page 1 of 25