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

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LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT Capitalized terms used in this section “LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT” and not otherwise defined shall have the meaning given to such terms as set forth in the Reimbursement Agreement. Reference is made to Appendix H for the form of the Letter of Credit. Letter of Credit On the date of issuance of the 2010A Bonds, the Bank will issue in favor of the Trustee the Letter of Credit in the amount of $219,378,185 (the “Original Stated Amount”) which is equal to the principal amount of the 2010A Bonds plus 48 days’ interest calculated at a rate of 12% per annum based upon a 365-day year. The Letter of Credit (subject to any reductions and reinstatements as provided therein) supports the payment when due of the principal of, Purchase Price and interest on the 2010A Bonds. The Letter of Credit will automatically expire on the earliest to occur of the close of business by the Bank on: (i) February 8, 2013 (as extended from time to time) (the “Stated Expiration Date”); (ii) the earlier of (A) the date which is 15 days after the 2010A Bonds have been converted to a rate other than a Weekly Rate or (the “Conversion Date”) 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 days following receipt from the Trustee of a certificate in of termination as set forth in the Letter of Credit; (iv) the date on which the final Stated Maturity Drawing for the 2010A Bonds is honored by the Bank; and (v) the date which is 15 days following receipt by the Trustee of a written notice from the Bank specifying the occurrence of an Event of Default or Event of Termination under the Letter of Credit and Reimbursement Agreement, and directing the Trustee or Paying Agent to cause a mandatory tender of the Bonds (the earliest of the foregoing dates herein referred to as the “Termination Date”). “Business Day” is defined in the Letter of Credit to mean any day other than (a) a Saturday or Sunday, (b) a day on which banks located (1) in the city in which the principal office of the Trustee is located, (2) in the city in which the office of the Bank at which drawings hereunder are to be honored are located, (3) in the city in which the corporate trust office of the Trustee at which the Bonds may be tendered for purchase by the holders thereof is located, or (4) in the city in which the principal office of the Remarketing Agents are located, are required or authorized to remain closed or (c) a day on which The New York Stock Exchange is closed. Subject to the terms of the Letter of Credit, the Stated Amount may be from time to time reduced and/or reinstated or adjusted. All Drawings (as defined in the Reimbursement Agreement related to the Letter of Credit) under the Letter of Credit will be paid with the Bank’s own funds. While in effect, the Letter of Credit entitles the Trustee to draw on the Letter of Credit, on such dates and at such times as specified therein. Each Drawing honored by the Bank under the Letter of Credit will immediately reduce the Stated Amount by the amount of such Drawing, subject to reinstatement on the terms set forth in the Letter of Credit. The obligation of the Bank to honor any Drawing under the Letter of Credit pursuant to the Reimbursement Agreement is subject to, among other things, the condition precedent that the Bank receive (or waive the receipt of, in the sole discretion of the Bank) a Drawing certificate in strict conformity with the Letter of Credit; and the Termination Date has not occurred. Upon receipt of such Drawing certificate, the Bank will transfer to the Trustee, in immediately available funds, the amount stated in the Drawing on such date. Summary of Certain Provisions of the Reimbursement Agreement The Commission and the Bank entered into the Reimbursement Agreement, which, among other things, sets forth terms and conditions whereby the Commission is required to repay the Bank any amounts drawn by the Trustee under the Letter of Credit and grants to the Bank a lien and charge on, Net Revenues, equal in right of payment to the obligations of the Commission to pay principal of and interest on the Bonds. The Reimbursement Agreement and the other documents, agreements and instruments described therein secure the obligations of the Commission to the Bank. The Bank will issue the Letter of Credit pursuant to the terms and provisions of the Reimbursement Agreement. The Reimbursement Agreement contains various affirmative and negative covenants and events of defaults, including, among other things, delivery of financial statements and reports. 24
Events of Termination and Default Event of Termination. The following constitutes an Event of Termination under the Reimbursement Agreement: Any Rating Agency shall (i) downgrade the unenhanced long-term debt rating assigned to any Parity Bonds to below the “BBB+” category or its equivalent, or (ii) suspend or withdraw their unenhanced debt rating assigned to any Parity Bonds for credit-related reasons. Event of Default. Each of the following constitutes an Event of Default under the Reimbursement Agreement: (i) The Commission fails to pay to the Bank (a) the principal of or interest on the Bank Bond when due and such failure continues for a period of one Business Day, or (ii) any other Obligation when due and such failure continues for a period of three Business Days; or (ii) Any representation, certification or statement made by the Commission in the Reimbursement Agreement or in any Related Document or in any certificate or audited financial statement delivered pursuant to the Reimbursement Agreement or any Related Document (as defined in the Reimbursement Agreement) shall (in any such case) have been incorrect or untrue in any materially adverse respect when made or deemed to have been made; or (iii) (a) The Commission defaults in the due performance or observance of certain terms, covenants or agreements contained in the Reimbursement Agreement; or (ii) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the Reimbursement Agreement (other than those covered by clauses (i), (ii) and (iii)(a) above) and such failure shall remain unremedied for a period of 30 days after the Bank shall have given the Commission written notice of such default; provided, that, so long as the Commission shall be proceeding with due diligence to remedy any default in the due performance or observance of such covenants which, if begun and prosecuted with due diligence, cannot be completed within a period of 30) days, then such 30-day period shall be extended to the extent as shall be necessary to enable the Commission to begin and complete the remedying of such default through the exercise of due diligence, but in no event for a period of more than 120 days; or (iv) The Commission shall fail to pay when due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) principal or interest on any Parity Bonds (as defined in the Reimbursement Agreement); or (v) A proceeding is instituted against the City or the Commission in a court having jurisdiction over the City or the Commission, any of their activities or any of their properties seeking an order for rehabilitation, reorganization, conservation, liquidation or dissolution in respect of the City or the Commission under applicable law and such proceeding is not terminated for a period of 60 consecutive days or such court enters an order granting the relief sought in such proceeding or the City or the Commission shall institute or take any corporate action for the purposes of instituting any such proceeding; or the City or the Commission shall become insolvent or unable to pay their respective debts as they mature, or the City or the Commission shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of the City or the Commission or for any substantial part of their respective properties, or shall make a general assignment for the benefit of creditors, or the City or the Commission shall fail generally to pay their respective debts or claims as they become due, or there shall be made a declaration of moratorium by a Governmental Authority of appropriate jurisdiction with respect to any debt of the City or the Commission or the City or the Commission shall take any corporate action in furtherance of any of the foregoing; or (vi) The Reimbursement Agreement or any provision hereof, at any time after the execution and delivery hereof, or the 1991 Master Resolution or any provision thereof shall, for any reason, cease to be valid and binding on the Commission or in full force and effect or shall be declared, in a final, non 25
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 30 and 31: No Acceleration The Bonds are not s
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
Page 98 and 99:
Debt Service Requirements The follo
Page 100 and 101:
Current and Future Financings Capit
Page 102 and 103:
Other Matters In the regular course
Page 104 and 105:
federal, state or local tax liabili
Page 106 and 107:
MISCELLANEOUS This Official Stateme
Page 108:
(This Page Intentionally Left Blank
Page 149 and 150:
Introduction APPENDIX B INFORMATION
Page 151 and 152:
APPENDIX C SUMMARY OF CERTAIN PROVI
Page 153 and 154:
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
Page 169 and 170:
Subordinate Bonds The Commission ma
Page 171 and 172:
act or thing the effect of which wo
Page 173 and 174:
filing of any such petition or to t
Page 175 and 176:
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
Page 183 and 184:
(a) such 2010A Bonds sold by the Re
Page 185 and 186:
The Remarketing Agent The Remarketi
Page 187 and 188:
APPENDIX D SUMMARIES OF CERTAIN PRO
Page 189 and 190:
computations made in accordance wit
Page 191 and 192:
APPENDIX E SUMMARY OF CERTAIN PROVI
Page 193 and 194:
statement, it must be available fro
Page 195 and 196:
Duties, Immunities and Liabilities
Page 197 and 198:
APPENDIX F INFORMATION REGARDING TH
Page 199 and 200:
Ambac Assurance’s consolidated fi
Page 201 and 202:
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
Page 209 and 210:
APPENDIX H JPMORGAN CHASE BANK, NAT
Page 211 and 212:
The Available Amount (as hereinafte
Page 213 and 214:
JPMorgan Chase Bank, National Assoc
Page 215 and 216:
Page 217 and 218:
Page 219 and 220:
IN WITNESS WHEREOF, this Certificat
Page 221 and 222:
(ii) $_______________________ is de
Page 223 and 224:
Page 225 and 226:
Page 227 and 228:
The undersigned Transferor acknowle
Page 229 and 230:
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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