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

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No Acceleration The Bonds are not subject to acceleration under any circumstances or for any reason, including without limitation upon the occurrence and continuance of an Event of Default under the 1991 Master Resolution. Moreover, the Bonds will not be subject to mandatory redemption or mandatory purchase or tender for purchase upon the occurrence and continuance of an Event of Default under the 1991 Master Resolution to the extent the redemption or purchase price is payable from Net Revenues, but may be subject to mandatory redemption or mandatory purchase or tender for purchase if the redemption or purchase price is payable from a source other than Net Revenues such as a credit facility or liquidity facility. Amounts payable to reimburse a credit provider or liquidity provider pursuant to a credit or liquidity facility for amounts drawn thereunder to pay principal, interest or purchase price of Bonds, which reimbursement obligations are accorded the status of Repayment Obligations, can be subject to acceleration, but any such accelerated payments (other than certain amounts assumed to be amortized in that year under the 1991 Master Resolution) would be made from Net Revenues on a basis subordinate to the Bonds. See APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION–Repayment Obligations.” Upon the occurrence and continuance of an Event of Default under the 1991 Master Resolution, the Commission would be liable only for principal and interest payments on the Bonds as they became due. The inability to accelerate the Bonds limits the remedies available to the Trustee and the Owners upon an Event of Default, and could give rise to conflicting interests among Owners of earlier-maturing and later-maturing Bonds. In the event of successive defaults in payment of the principal of or interest on the Bonds, the Trustee would be required to seek a separate judgment for each such payment not made. Other Debt Issuance General In addition to the 2010A Bonds and the Bonds, the Commission has reserved the power under the 1991 Master Resolution to issue indebtedness (i) secured in whole or in part by a pledge of and lien on Net Revenues subordinate to the pledge and lien securing the Bonds (“Subordinate Bonds”), or (ii) secured by revenues earned from a Special Facility (defined herein) (“Special Facility Bonds”). Provisions of the 1991 Master Resolution governing the issuance of and security for Subordinate Bonds and Special Facility Bonds are described in APPENDIX C–“SUMMARY OF CERTAIN PROVISIONS OF THE 1991 MASTER RESOLUTION–Subordinate Bonds” and “–Special Facility Bonds.” Subordinate Bonds The Commission has authorized, and the Board of Supervisors has approved, the issuance of up to $400,000,000 principal amount of commercial paper notes (the “Commercial Paper Notes”), which constitute Subordinate Bonds. The Commercial Paper Notes are authorized pursuant to Resolution No. 97-0146 adopted on May 20, 1997 (the “Master Subordinate Resolution”) and Resolution No. 97-0147 adopted on May 20, 1997, as amended and restated by Resolution No. 09-0088 adopted by the Commission on May 5, 2009 (the “Note Resolution,” and together with the Master Subordinate Resolution, the “Subordinate Resolution”). The terms and provisions of the Subordinate Resolution are substantially similar to those of the 1991 Master Resolution. The Commission obtained an irrevocable direct-pay letter of credit consisting of a principal component equal to $200 million and an interest component equal to 270 days’ interest calculated at an assumed interest rate of 12%. The current letter of credit expires on May 9, 2011 and is issued by State Street Bank and Trust Company. Payment of the Commercial Paper Notes, and repayment of amounts drawn on the letter of credit, is secured by a lien on Net Revenues subordinate to the lien of the 1991 Master Resolution securing the Bonds. See “–Contingent Payment Obligations.” As of January 1, 2010, the Airport had approximately $128.66 million of Commercial Paper Notes outstanding. 22
Special Facility Bonds The Commission may (a) designate an existing or planned facility, structure, equipment or other property, real or personal, which is at the Airport or part of any facility or structure at the Airport as a Special Facility, (b) provide that revenues earned by the Commission from or with respect to such Special Facility shall constitute Special Facility Revenues and shall not be included as Revenues, and (c) issue Special Facility Bonds for the purpose of acquiring, constructing, renovating, or improving such Special Facility. The designation of an existing facility as a Special Facility therefore could result in a reduction in the Revenues of the Airport. Principal, purchase price, if any, redemption premium, if any, and interest with respect to Special Facility Bonds shall be payable from and secured by the Special Facility Revenues, and not from or by Net Revenues. No Special Facility Bonds may be issued by the Commission unless an Airport Consultant has certified: (i) that the estimated Special Facility Revenues with respect to the proposed Special Facility will be at least sufficient to pay the principal, purchase price, interest, and all sinking fund, reserve fund and other payments required with respect to such Special Facility Bonds when due, and to pay all costs of operating and maintaining the Special Facility not paid by a party other than the Commission; (ii) that estimated Net Revenues calculated without including the Special Facility Revenues and without including any operation and maintenance expenses of the Special Facility as Operation and Maintenance Expenses will be sufficient so that the Commission will be in compliance with its rate covenant during each of the five Fiscal Years immediately following the issuance of the Special Facility Bonds; and (iii) no Event of Default under the 1991 Master Resolution exists. SFO FUEL Bonds. The Commission has two outstanding issues of Special Facility Bonds, which were issued to finance the construction of jet fuel distribution and related facilities at the Airport for the benefit of the airlines: $86,465,000 Airport Commission of the City and County of San Francisco, San Francisco International Airport Special Facilities Lease Revenue Bonds (SFO FUEL COMPANY LLC), Series 1997A (AMT); and $15,915,000 Airport Commission of the City and County of San Francisco, San Francisco International Airport, 1997 Special Facilities Lease Revenue Bonds (SFO FUEL COMPANY LLC), Series 2000A (collectively, the “SFO FUEL Bonds”). The SFO FUEL Bonds are payable from and secured by payments made by a special purpose limited liability company (“SFO Fuel”) pursuant to a lease agreement between the Commission and SFO Fuel with respect to the jet fuel distribution facilities. SFO Fuel was formed by certain airlines operating at the Airport, including United Airlines, which were its initial members. The lease payments, and therefore the SFO FUEL Bonds, are payable from charges imposed by SFO Fuel for into-plane fueling at the Airport, and are not payable from or secured by Net Revenues. The SFO FUEL Bonds are further secured by an Interline Agreement (the “Interline Agreement”) among the participating airlines, including United Airlines, under which the participating airlines are obligated to make payments to SFO Fuel equal to its total net costs, including the lease payments due to the Commission with respect to the SFO FUEL Bonds. All airlines operating at the Airport are required to have aviation fuel delivered to their aircraft through the jet fuel distribution facilities of SFO Fuel. See also, “CERTAIN RISK FACTORS–Uncertainties of the Aviation Industry.” For a description of the jet fuel distribution and related facilities at the Airport, see “SAN FRANCISCO AIRPORT–Current Airport Facilities–Jet Fuel Distribution System.” Alternate Credit Facilities If the Bank does not extend the Letter of Credit, or the Bank or the Commission terminates the Letter of Credit in accordance with its terms and the terms of the Reimbursement Agreement, then the Commission will use commercially reasonable efforts to obtain an Alternate Credit Facility to replace the Reimbursement Agreement or to convert the interest rate on the 2010A Bonds to a Non Covered Interest Rate. The Commission is authorized under the 1991 Master Resolution to provide for the delivery of an Alternate Credit Facility. See “DESCRIPTION OF THE 2010A BONDS–Optional and Mandatory Tenders for Purchase–Mandatory Tenders for Purchase–Mandatory Tender for Purchase Upon Substitution, Modification or Reduction of Credit Facility or Liquidity Facility” and “–Notice of Substitution of Credit Facility or Liquidity Facility Without Mandatory Purchase.” 23
Page 1: SAN FRANCISCO INTERNATIONAL AIRPORT
Page 4 and 5: 2010A BONDS MATURITY SCHEDULE The i
Page 6 and 7: Information Provided by the Commiss
Page 8 and 9: Page Page VERIFICATION OF MATHEMATI
Page 10 and 11: The 2010A Bonds will be secured by
Page 12 and 13: Maturity Date (May 1) 2011 2012 201
Page 14 and 15: Interest on the 2010A Bonds will be
Page 16 and 17: Mandatory Sinking Fund Redemption T
Page 18 and 19: Redemption of Credit Provider Bonds
Page 20 and 21: SPECIAL CONSIDERATIONS RELATING TO
Page 22 and 23: “Operation and Maintenance Expens
Page 24 and 25: Fifth, to pay for necessary reconst
Page 26 and 27: Letter of Credit Upon the delivery
Page 28 and 29: Pooled Reserve Account The 1991 Mas
Page 32 and 33: LETTER OF CREDIT AND REIMBURSEMENT
Page 34 and 35: appealable judgment, to be null and
Page 36 and 37: In addition to revenues received fr
Page 38 and 39: In addition to these regulatory act
Page 40 and 41: Each of Moody’s, Standard & Poor
Page 42 and 43: Initiative, Referendum and Charter
Page 44 and 45: Jackson J. Wong was appointed Chief
Page 46 and 47: that supports all airlines in the I
Page 48 and 49: from $1.50 to $4.00. The Airport is
Page 50 and 51: Airport Security In the immediate a
Page 52 and 53: � United Airlines commenced daily
Page 54 and 55: The following table lists the air c
Page 56 and 57: During Fiscal Year 2008-09 approxim
Page 58 and 59: Domestic Enplanements. During Fisca
Page 60 and 61: International Enplanements. Interna
Page 62 and 63: Cargo Traffic and Landed Weight Car
Page 64 and 65: TOTAL LANDED WEIGHT BY AIRLINE †
Page 66 and 67: Settlement Agreement Under the Sett
Page 68 and 69: Expiration of the Settlement Agreem
Page 70 and 71: the beneficiaries (the people of th
Page 72 and 73: Hazardous Material Management Envir
Page 74 and 75: SUMMARY OF AIRPORT FINANCIAL RESULT
Page 76 and 77: Aviation Market Stimulus Program In
Page 78 and 79: On November 21, 2006, Travelex, the
Page 80 and 81:
PRINCIPAL AIRPORT CONCESSIONAIRES
Page 82 and 83:
Off-Airport Parking Facilities Seve
Page 84 and 85:
INTEREST RATE SWAP POLICY MAXIMUM N
Page 86 and 87:
The table below summarizes the inte
Page 88 and 89:
SUMMARY OF PAYMENTS MADE BY THE AIR
Page 90 and 91:
Voter Approved Changes to the Retir
Page 92 and 93:
A decline in the actuarial value of
Page 94 and 95:
Postemployment Health Care Benefits
Page 96 and 97:
Under the Treasurer’s current inv
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Debt Service Requirements The follo
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Current and Future Financings Capit
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Other Matters In the regular course
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federal, state or local tax liabili
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MISCELLANEOUS This Official Stateme
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(This Page Intentionally Left Blank
Page 149 and 150:
Introduction APPENDIX B INFORMATION
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APPENDIX C SUMMARY OF CERTAIN PROVI
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Closing Date means the date upon wh
Page 155 and 156:
Interest Payment Date means each da
Page 157 and 158:
the Trustee for cancellation; (b) B
Page 159 and 160:
payment agreement with the United S
Page 161 and 162:
Special Facility means any existing
Page 163 and 164:
Revenue Fund; Allocation of Net Rev
Page 165 and 166:
Moneys in the respective accounts i
Page 167 and 168:
Investments are allocated. Amounts
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Subordinate Bonds The Commission ma
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act or thing the effect of which wo
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filing of any such petition or to t
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moneys, funds and properties pledge
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The recitals, statements and repres
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The Trustee or the Paying Agent, as
Page 181 and 182:
to or greater than the Credit Facil
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(a) such 2010A Bonds sold by the Re
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The Remarketing Agent The Remarketi
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APPENDIX D SUMMARIES OF CERTAIN PRO
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computations made in accordance wit
Page 191 and 192:
APPENDIX E SUMMARY OF CERTAIN PROVI
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statement, it must be available fro
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Duties, Immunities and Liabilities
Page 197 and 198:
APPENDIX F INFORMATION REGARDING TH
Page 199 and 200:
Ambac Assurance’s consolidated fi
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Capitalization of AGM At September
Page 203 and 204:
The available amount of each MBIA s
Page 205 and 206:
complaint also alleges that certain
Page 207 and 208:
APPENDIX G PROPOSED FORM OF OPINION
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APPENDIX H JPMORGAN CHASE BANK, NAT
Page 211 and 212:
The Available Amount (as hereinafte
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JPMorgan Chase Bank, National Assoc
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
IN WITNESS WHEREOF, this Certificat
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(ii) $_______________________ is de
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Page 225 and 226:
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The undersigned Transferor acknowle
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The Bank of New York Trust Company,
Page 231 and 232:
Page 233 and 234:
The Bank of New York Trust Company,
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