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

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In addition to these regulatory actions, other laws and regulations limiting GHG emissions have been adopted by a number of states, including California, and have been proposed on the Federal level. California recently passed Assembly Bill 32, the Global Warming Solutions Act, which requires the statewide level of GHGs to be reduced to 1990 levels by 2020. A recently proposed Federal bill, the American Clean Energy and Security Act of 2009, would, if passed, amend the Clean Air Act to require regulation of aircraft GHG emissions, require a reduction in emissions from transportation fuels including jet fuel, and generally would cap GHG emissions. The Airport is unable to predict what Federal and/or state laws and regulations with respect to GHG emissions will be adopted, or what effects such laws and regulations will have on airlines serving the Airport or on Airport operations. The effects, however, could be material. Expiration of Leases The City, acting through the Commission, has entered into certain long-term lease agreements (the “Lease Agreements”) with certain of the airlines that operate at the Airport (the “Signatory Airlines”) according to which the Signatory Airlines pay terminal rents and landing fees under a residual rate-setting system. See “SAN FRANCISCO INTERNATIONAL AIRPORT–Existing Airline Agreements–Lease Agreements.” The Commission expects that prior to the expiration of the existing Lease Agreements on June 30, 2011, the Commission may (a) extend the Lease Agreements, (b) negotiate new long-term agreements, (c) enter into month-to-month agreements, or (d) not enter into new agreements, and instead set rates and charges from time to time for airlines serving the Airport by Commission resolution. Any new agreements could be based on either a compensatory or a residual rate-setting methodology. In any event, the Commission will establish rates and charges that will comply with the requirements of the rate covenant under the 1991 Master Resolution. For a description of the rate covenant, see “SECURITY FOR THE 2010A BONDS–Rate Covenant.” If the Commission and the airlines do not execute new agreements by the time the existing Lease Agreements expire, the Commission would set rates and charges that are consistent with any applicable parameters established by the FAA, the U.S. DOT or their successors. See also “SAN FRANCISCO INTERNATIONAL AIRPORT�Existing Airline Agreements–Lease Agreements” and “–Expiration of the Settlement Agreement and Lease Agreements.” Airport Market Access The Commission has Outstanding the following Bonds (collectively, the “Mandatory Tender Bonds”) that are subject to mandatory tender for purchase: Mandatory Principal Bonds Tender Date Amount Series 2008A-1 Notes May 1, 2010 $49,945,000 Series 2008A-2 Notes May 1, 2010 50,000,000 Series 2009A Bonds September 15, 2010 92,500,000 Series 2009B Bonds September 15, 2010 82,500,000 Series 2008A-3 Notes May 1, 2011 41,065,000 Series 2008A-4 Notes May 1, 2012 25,460,000 Series 2009D Notes December 4, 2012 88,190,000 Payment of the principal portion of the purchase price of the Mandatory Tender Bonds upon mandatory tender is not secured by a pledge of or lien on Net Revenues but is payable from remarketing proceeds. Payment of the principal of the Mandatory Tender Bonds upon mandatory redemption thereof is secured by a pledge of, lien on and security interest in Net Revenues on a parity with the pledge, lien and security interest securing all previously issued Bonds and any additional Bonds issued under the 1991 Master Resolution, including the 2010A Bonds. There are no credit or liquidity facilities in place to pay the Purchase Price of the Mandatory Tender Bonds upon the mandatory tender thereof for purchase. If for any reason the Commission is unable to purchase any Mandatory Tender Bonds on their respective mandatory tender dates, such Mandatory Tender Bonds will be subject to mandatory redemption at a redemption price equal to the principal amount thereof plus accrued interest thereon. See “AIRPORT’S FINANCIAL AND RELATED INFORMATION–Current and Future Financings.” 30
The funds available to the Commission to pay the redemption price of any Mandatory Tender Bonds, if they could not otherwise be purchased, would include (i) any amounts in the Reserve Account for such Mandatory Tender Bonds, (ii) any amounts in the Contingency Account, (iii) proceeds from Commercial Paper Notes, but only if and to the extent there is remaining capacity to issue Commercial Paper Notes pursuant to the Subordinate Resolution, and (iv) any other unencumbered funds of the Commission, which likely would consist primarily of working capital in the Revenue Fund. See also “SECURITY FOR THE 2010A BONDS–Other Debt Issuance–Subordinate Bonds.” Any failure of the Commission to pay the Mandatory Tender Bonds of a Series upon the mandatory redemption thereof will constitute an Event of Default under the 1991 Master Resolution. The Commission, for at least the past 40 years, has always had market access to sell its revenue bonds at such times and in such amounts as it has chosen to issue. However, the Commission cannot provide any assurance that it will continue to have market access to remarket the Mandatory Tender Bonds (or, in the alternative, to refund the Mandatory Tender Bonds) upon the mandatory tender thereof for purchase. Lack of market access could result from then-existing market conditions or from an unanticipated and substantial deterioration in the financial condition of the Airport. Although the Commission may have sufficient funds available to pay each Series of Mandatory Tender Bonds upon the mandatory redemption thereof, the Commission does not expect to have sufficient funds on hand or sufficient Net Revenues on hand to pay all of the Mandatory Tender Bonds if they were to become subject to mandatory redemption due to an inability to remarket or refund them. The Commission has outstanding approximately $519 million of variable rate tender option bonds and commercial paper notes backed by either bond insurance and a bank liquidity facility or by a bank letter of credit. Commercial Issue 36A Issue 36B Issue 36C/D Issue 37C/D Paper Principal Amount $100,000,000 $40,620,000 $68,830,000 $109,585,000 $200,000,000 Type LOC (1) LOC (1) SBPA (2) SBPA (2) LOC (1) Expiration Date May 7, 2013 May 6, 2011 May 15,2013 May 15, 2013 May 9, 2011 Insurer N/A N/A FSA FSA N/A Rating (3) Aa3/AAA/AA+ Aa3/AAA/AA+ Credit/Liquidity Provider Wells Fargo ____________ (4) UBOC (5) Dexia (6) Dexia (6) State Street (7) Credit/Liquidity Provider Ratings (4) Short-Term F-1/A-1+/F1+ P-1/A-1/F1 P-1/A-1/F1+ P-1/A-1/F1+ P-1/A-1/+F1+ Long-Term Aa2/AA/AA- A2/A+/A A1/A/A+ A1/A/A+ Aa2/AA-/A+ (1) LOC means Letter of Credit. (2) SBPA means Standby Bond Purchase Agreement. (3) As of January 15, 2010. Ratings are provided for convenience of reference only. Such rating information has been obtained from sources believed to be reliable but has not been confirmed or re-verified by the rating agencies. None of the Commission or the Underwriters takes any responsibility for the accuracy of such ratings, or gives any assurance that such ratings will apply for any given period of time, or that such ratings will not be revised downward or withdrawn if, in the judgment of the agency providing such rating, circumstances so warrant. (4) Wells Fargo means Wells Fargo Bank, National Association. (5) UBOC means Union Bank, N.A. (6) Dexia means Dexia Crédit Local, acting through its New York Branch. (7) State Street means State Street Bank and Trust Company. Credit Risk of Financial Institutions Providing Credit Enhancement, Liquidity Support and Other Financial Products Relating to Airport Bonds The Airport entered into a number of liquidity, credit enhancement and other transactions involving a variety of financial institutions relating to its Outstanding Bonds, including bond insurance policies and debt service reserve fund surety bonds issued by monoline bond insurance companies. Additionally, in connection with various variable rate bonds issues, the Airport entered into credit and liquidity agreements and interest rate swap agreements with and/or guaranteed by various financial institutions, including commercial and investment banks. See also “AIRPORT’S FINANCIAL AND RELATED INFORMATION–Interest Rate Swaps.” 31
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 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 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
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federal, state or local tax liabili
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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
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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
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
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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
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
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(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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