Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
You also want an ePaper? Increase the reach of your titles
YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.
Competition<br />
Metropolitan Oakl<strong>and</strong> International <strong>Airport</strong> <strong>and</strong> Norman Y. Mineta <strong>San</strong> Jose <strong>Airport</strong> are the other airports<br />
in the Bay Area that compete with the <strong>Airport</strong> for passengers <strong>and</strong> cargo traffic. Competition from these airports<br />
could affect passenger <strong>and</strong> cargo dem<strong>and</strong> at the <strong>Airport</strong>. For a further discussion <strong>of</strong> such airports see “SAN<br />
FRANCISCO INTERNATIONAL AIRPORT–Competition.”<br />
Uncertainties <strong>of</strong> Projections, Forecasts <strong>and</strong> Assumptions<br />
Compliance with certain <strong>of</strong> the covenants contained in the 1991 Master Resolution is based upon<br />
assumptions <strong>and</strong> projections. Projections <strong>and</strong> assumptions are inherently subject to significant uncertainties.<br />
Inevitably, some assumptions will not be realized <strong>and</strong> unanticipated events <strong>and</strong> circumstances may occur <strong>and</strong> actual<br />
results are likely to differ, perhaps materially, from those projected. Accordingly, such projections are not<br />
necessarily indicative <strong>of</strong> future performance, <strong>and</strong> the <strong>Commission</strong> assumes no responsibility for the accuracy <strong>of</strong> such<br />
projections.<br />
Limitation <strong>of</strong> Remedies<br />
Any remedies available to the Owners <strong>of</strong> the Bonds upon the occurrence <strong>of</strong> an event <strong>of</strong> default under the<br />
1991 Master Resolution are in many respects dependent upon judicial actions which are in turn <strong>of</strong>ten subject to<br />
discretion <strong>and</strong> delay <strong>and</strong> could be both expensive <strong>and</strong> time-consuming to obtain. If the <strong>Commission</strong> fails to comply<br />
with its covenants under the 1991 Master Resolution or to pay principal <strong>of</strong> or interest on the Bonds, there can be no<br />
assurance that available remedies will be adequate to fully protect the interests <strong>of</strong> the owners <strong>of</strong> the Bonds. The<br />
ability <strong>of</strong> the <strong>Commission</strong> to comply with its covenants under the 1991 Master Resolution <strong>and</strong> to generate Net<br />
Revenues sufficient to pay principal <strong>and</strong> interest evidenced by the Bonds may be adversely affected by actions <strong>and</strong><br />
events outside <strong>of</strong> the control <strong>of</strong> the <strong>Commission</strong>, or may be adversely affected by actions taken (or not taken) by<br />
voters or payers <strong>of</strong> fees <strong>and</strong> charges, among others. See “SAN FRANCISCO INTERNATIONAL AIRPORT–Certain<br />
Federal, State <strong>and</strong> Local Laws <strong>and</strong> Regulations–State Proposition 218.”<br />
The Bonds are not subject to acceleration under any circumstances or for any reason, including without<br />
limitation upon the occurrence <strong>and</strong> continuance <strong>of</strong> an Event <strong>of</strong> Default under the 1991 Master Resolution.<br />
Moreover, the Bonds will not be subject to m<strong>and</strong>atory redemption or m<strong>and</strong>atory purchase or tender for purchase<br />
upon the occurrence <strong>and</strong> continuance <strong>of</strong> an Event <strong>of</strong> Default under the 1991 Master Resolution to the extent the<br />
redemption or purchase price is payable from Net Revenues, but may be subject to m<strong>and</strong>atory redemption or<br />
m<strong>and</strong>atory purchase or tender for purchase if the redemption or purchase price is payable from a source other than<br />
Net Revenues such as a credit facility or liquidity facility.<br />
In addition to the limitations on remedies contained in the 1991 Master Resolution, the rights <strong>and</strong><br />
obligations under the 1991 Master Resolution may be subject to the limitations on legal remedies against charter<br />
cities <strong>and</strong> counties in the State, including applicable bankruptcy, insolvency, reorganization, moratorium or similar<br />
laws affecting the enforcement <strong>of</strong> creditors’ rights generally, now or hereafter in effect, <strong>and</strong> to the application <strong>of</strong><br />
general principles <strong>of</strong> equity, including, without limitation, concepts <strong>of</strong> materiality, reasonableness, good faith <strong>and</strong><br />
fair dealing <strong>and</strong> the possible unavailability <strong>of</strong> specific performance or injunctive relief, regardless <strong>of</strong> whether<br />
considered in a proceeding in equity or in law. Bankruptcy proceedings, if initiated, could subject the Owners <strong>of</strong> the<br />
Bonds to judicial discretion <strong>and</strong> interpretation <strong>of</strong> their rights in bankruptcy proceedings or otherwise, <strong>and</strong><br />
consequently may entail risks <strong>of</strong> delay, limitation or modification <strong>of</strong> their rights. The opinion to be delivered by<br />
each <strong>of</strong> Orrick, Herrington & Sutcliffe LLP <strong>and</strong> Ronald E. Lee, Esq., Co-Bond Counsel, concurrently with the<br />
execution <strong>and</strong> delivery <strong>of</strong> the 2010A Bonds, that the 1991 Master Resolution constitutes a valid <strong>and</strong> binding<br />
obligation <strong>of</strong> the <strong>Commission</strong> will be subject to such limitations. The various other legal opinions to be delivered<br />
concurrently with the execution <strong>and</strong> delivery <strong>of</strong> the 2010A Bonds will be similarly qualified. Co-Bond Counsel<br />
expects to deliver separate opinions substantially in the form set forth in APPENDIX G subject to the matters<br />
discussed under “TAX MATTERS.” In the event the <strong>Commission</strong> fails to comply with its covenants under the 1991<br />
Master Resolution or to pay principal or interest, there can be no assurance that available remedies will be adequate<br />
to fully protect the interests <strong>of</strong> the holders <strong>of</strong> the 2010A Bonds.<br />
33