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

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“Operation <strong>and</strong> Maintenance Expenses” are defined in the 1991 Master Resolution to include all expenses<br />

<strong>of</strong> the <strong>Commission</strong> incurred for the operation <strong>and</strong> maintenance <strong>of</strong> the <strong>Airport</strong>, as determined in accordance with<br />

generally accepted accounting principles. Operation <strong>and</strong> Maintenance Expenses do not include: (a) the principal <strong>of</strong>,<br />

premium, if any, or interest on the Bonds; (b) any allowance for depreciation <strong>of</strong> the <strong>Airport</strong>; (c) any expense which<br />

is or will be paid or reimbursed from any source that is not Revenues; (d) any extraordinary items arising from the<br />

early extinguishment <strong>of</strong> debt; (e) Annual Service Payments; (f) any costs for capital additions, replacements or<br />

improvements to the <strong>Airport</strong> which, under generally accepted accounting principles, are properly chargeable to a<br />

capital account or reserve for depreciation; <strong>and</strong> (g) any losses from the sale, ab<strong>and</strong>onment or other disposition <strong>of</strong> any<br />

<strong>Airport</strong> properties.<br />

The 2010A Bonds are special obligations <strong>of</strong> the <strong>Commission</strong>, payable as to principal (but not<br />

Purchase Price) <strong>and</strong> interest, solely out <strong>of</strong>, <strong>and</strong> secured by a pledge <strong>of</strong> <strong>and</strong> lien on, the Net Revenues <strong>of</strong> the<br />

<strong>Airport</strong> <strong>and</strong> the funds <strong>and</strong> accounts provided for in the 1991 Master Resolution. Neither the credit nor<br />

taxing power <strong>of</strong> the <strong>City</strong> <strong>and</strong> <strong>County</strong> <strong>of</strong> <strong>San</strong> Francisco, the State <strong>of</strong> California or any political subdivision<br />

there<strong>of</strong> is pledged to the payment <strong>of</strong> the principal or Purchase Price <strong>of</strong> or interest on the 2010A Bonds. No<br />

owner <strong>of</strong> a 2010A Bond shall have the right to compel the exercise <strong>of</strong> the taxing power <strong>of</strong> the <strong>City</strong> <strong>and</strong> <strong>County</strong><br />

<strong>of</strong> <strong>San</strong> Francisco, the State <strong>of</strong> California or any political subdivision there<strong>of</strong> to pay the principal or Purchase<br />

Price <strong>of</strong> the 2010A Bonds or the interest thereon. The <strong>Commission</strong> has no taxing power whatsoever.<br />

Pursuant to Section 5450 <strong>of</strong> the California Government Code, the pledge <strong>of</strong>, lien on <strong>and</strong> security interest in<br />

Net Revenues <strong>and</strong> certain other funds granted by the 1991 Master Resolution is valid <strong>and</strong> binding in accordance<br />

with the terms there<strong>of</strong> from the time <strong>of</strong> issuance <strong>of</strong> the 2010A Bonds; the Net Revenues <strong>and</strong> such other funds shall<br />

be immediately subject to such pledge; <strong>and</strong> such pledge shall constitute a lien <strong>and</strong> security interest which shall<br />

immediately attach to such Net Revenues <strong>and</strong> other funds <strong>and</strong> shall be effective, binding <strong>and</strong> enforceable against the<br />

<strong>Commission</strong>, its successors, creditors, <strong>and</strong> all others asserting rights therein to the extent set forth <strong>and</strong> in accordance<br />

with the terms <strong>of</strong> the 1991 Master Resolution irrespective <strong>of</strong> whether those parties have notice <strong>of</strong> such pledge <strong>and</strong><br />

without the need for any physical delivery, recordation, filing or other further act. Such pledge, lien <strong>and</strong> security<br />

interest are not subject to the provisions <strong>of</strong> Article 9 <strong>of</strong> the California Uniform Commercial Code.<br />

The term “Revenues” as defined in the 1991 Master Resolution does not include any passenger facility<br />

charge (“PFC”) or similar charge levied by or on behalf <strong>of</strong> the <strong>Commission</strong> against passengers, unless all or a<br />

portion there<strong>of</strong> are designated as such by the <strong>Commission</strong> by resolution. In 2001, the <strong>Commission</strong> first received<br />

approval from the Federal Aviation Administration (“FAA”) to collect <strong>and</strong> use a PFC in an amount not to exceed at<br />

any time $4.50 per enplaning passenger through January 1, 2004 (as extended). Pursuant to a second application,<br />

the <strong>Commission</strong>’s authorization to collect a PFC was extended to November 1, 2008 to finance certain eligible<br />

projects. The <strong>Commission</strong> received approval from the FAA <strong>of</strong> a third PFC application, as amended, extending the<br />

PFC collection period through January 1, 2017. For additional information regarding the PFC, see “AIRPORT’S<br />

FINANCIAL AND RELATED INFORMATION–Passenger Facility Charge.”<br />

The amounts <strong>of</strong> PFC collections designated as “Revenues” under the 1991 Master Resolution <strong>and</strong> applied<br />

to pay debt service on the Bonds since Fiscal Year 2002-03 are described under “AIRPORT’S FINANCIAL AND<br />

RELATED INFORMATION–Passenger Facility Charge.” The <strong>Commission</strong> expects to continue to designate a portion <strong>of</strong><br />

PFCs as Revenues in each Fiscal Year during which such PFC collections are collected <strong>and</strong> authorized to be applied<br />

to pay debt service on Bonds. See “AIRPORT’S FINANCIAL AND RELATED INFORMATION–Passenger Facility<br />

Charge.”<br />

The payment <strong>of</strong> the principal portion <strong>of</strong> the Purchase Price <strong>of</strong> the 2010A Bonds is not secured by a pledge<br />

or lien on Net Revenues.<br />

Rate Covenant<br />

The <strong>Commission</strong> has covenanted that it shall establish <strong>and</strong> at all times maintain rates, rentals, charges <strong>and</strong><br />

fees for the use <strong>of</strong> the <strong>Airport</strong> <strong>and</strong> for services rendered by the <strong>Commission</strong> so that:<br />

(a) Net Revenues in each Fiscal Year will be at least sufficient (i) to make all required debt service<br />

payments <strong>and</strong> deposits in such Fiscal Year with respect to the Bonds, any Subordinate Bonds <strong>and</strong> any general<br />

obligation bonds issued by the <strong>City</strong> for the benefit <strong>of</strong> the <strong>Airport</strong>, <strong>and</strong> (ii) to make all payments required to be made<br />

to the <strong>City</strong>; <strong>and</strong><br />

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