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

Competition
Metropolitan Oakland International Airport and Norman Y. Mineta San Jose Airport are the other airports
in the Bay Area that compete with the Airport for passengers and cargo traffic. Competition from these airports
could affect passenger and cargo demand at the Airport. For a further discussion of such airports see “SAN
FRANCISCO INTERNATIONAL AIRPORT–Competition.”
Uncertainties of Projections, Forecasts and Assumptions
Compliance with certain of the covenants contained in the 1991 Master Resolution is based upon
assumptions and projections. Projections and assumptions are inherently subject to significant uncertainties.
Inevitably, some assumptions will not be realized and unanticipated events and circumstances may occur and actual
results are likely to differ, perhaps materially, from those projected. Accordingly, such projections are not
necessarily indicative of future performance, and the Commission assumes no responsibility for the accuracy of such
projections.
Limitation of Remedies
Any remedies available to the Owners of the Bonds upon the occurrence of an event of default under the
1991 Master Resolution are in many respects dependent upon judicial actions which are in turn often subject to
discretion and delay and could be both expensive and time-consuming to obtain. If the Commission fails to comply
with its covenants under the 1991 Master Resolution or to pay principal of or interest on the Bonds, there can be no
assurance that available remedies will be adequate to fully protect the interests of the owners of the Bonds. The
ability of the Commission to comply with its covenants under the 1991 Master Resolution and to generate Net
Revenues sufficient to pay principal and interest evidenced by the Bonds may be adversely affected by actions and
events outside of the control of the Commission, or may be adversely affected by actions taken (or not taken) by
voters or payers of fees and charges, among others. See “SAN FRANCISCO INTERNATIONAL AIRPORT–Certain
Federal, State and Local Laws and Regulations–State Proposition 218.”
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.
In addition to the limitations on remedies contained in the 1991 Master Resolution, the rights and
obligations under the 1991 Master Resolution may be subject to the limitations on legal remedies against charter
cities and counties in the State, including applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally, now or hereafter in effect, and to the application of
general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether
considered in a proceeding in equity or in law. Bankruptcy proceedings, if initiated, could subject the Owners of the
Bonds to judicial discretion and interpretation of their rights in bankruptcy proceedings or otherwise, and
consequently may entail risks of delay, limitation or modification of their rights. The opinion to be delivered by
each of Orrick, Herrington & Sutcliffe LLP and Ronald E. Lee, Esq., Co-Bond Counsel, concurrently with the
execution and delivery of the 2010A Bonds, that the 1991 Master Resolution constitutes a valid and binding
obligation of the Commission will be subject to such limitations. The various other legal opinions to be delivered
concurrently with the execution and delivery of the 2010A Bonds will be similarly qualified. Co-Bond Counsel
expects to deliver separate opinions substantially in the form set forth in APPENDIX G subject to the matters
discussed under “TAX MATTERS.” In the event the Commission fails to comply with its covenants under the 1991
Master Resolution or to pay principal or interest, there can be no assurance that available remedies will be adequate
to fully protect the interests of the holders of the 2010A Bonds.
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