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Official Statement Airport Commission City and County of San Francisco

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Official Statement Airport Commission City and County of San Francisco SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES VARIABLE RATE REVENUE REFUNDING BONDS ISSUE 36 Official Statement Airport Commission City and County of San Francisco San Francisco International Airport Second Series Variable Rate Revenue Refunding Bonds Issue 36B B Rental Car Facility Boarding Area “G” International Terminal International Garage “G” Bart Station Boarding Area “A” AirTrain System International Garage “A” Elevated Roadways Highway 101 ________________________________NEW ISSUE-BOOK-ENTRY ONLY ____________Moody’s _________ S&P _________ Fitch Ratings: Aaa /VMIG1 A+/A-1 AA/F1 Underlying Ratings: A1 A A (See “RATINGS” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP and Ronald E. Lee, Esq., Co-Bond Counsel to the Commission, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Issue 36B Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes, except that no opinion is expressed as to the status of interest on any Issue 36B Bond, for any period that such Issue 36B Bond is held by a “substantial user” of the facilities financed or refinanced by the Issue 36B Bonds, or by a “related person” within the meaning of Section 147(a) of the Code. Co-Bond Counsel observe, however, that interest on the Issue 36B Bonds is a specific preference item for purposes of the federal individual and corporate alternative minimum taxes. Co-Bond Counsel express no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Issue 36B Bonds. See “TAX MATTERS” herein. $40,620,000 AIRPORT COMMISSION CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES VARIABLE RATE REVENUE REFUNDING BONDS ISSUE 36B (Subject to Alternative Minimum Tax) Dated: Date of Delivery Price: 100% Due: May 1, 2026 The Airport Commission (the “Commission”) of the City and County of San Francisco (the “City”) will issue $40,620,000 principal amount of its San Francisco International Airport Second Series Variable Rate Revenue Refunding Bonds, Issue 36B (the “Issue 36B Bonds”). The Issue 36B Bonds are being issued pursuant to Commission Resolution No. 91-0210, adopted on December 3, 1991 (the “1991 Resolution”), as amended and supplemented (the “1991 Master Resolution”). The San Francisco International Airport (the “Airport”) is a department of the City. The Commission is responsible for the operation and management of the Airport. See “SAN FRANCISCO INTERNATIONAL AIRPORT.” Proceeds of the Issue 36B Bonds will be used, together with other available moneys, to purchase and hold in trust $39,950,000 outstanding principal amount of Issue 32B and Issue 32C auction rate bonds previously issued by the Commission (the “Issue 32B/C Trust Bonds”) and to pay or reimburse the Airport for certain costs of issuance associated with the Issue 36B Bonds. See “REFUNDING PLAN.” All Bonds issued or to be issued pursuant to the 1991 Master Resolution, including the Issue 36B Bonds are equally secured by a pledge of, lien on and security interest in the Net Revenues (as defined herein) of the Airport. The Issue 36B Bonds will initially be in a Weekly Mode during which period the Series of Issue 36B Bonds will bear interest at a Weekly Rate determined by the Remarketing Agent, as described herein, unless the Issue 36B Bonds are converted to a different Mode. The Issue 36B Bonds will be issuable only as fully registered bonds, registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial ownership interests in the Issue 36B Bonds will be made in book-entry form only, in Authorized Denominations of $100,000 and any integral multiple of $5,000 in excess thereof. Purchasers of beneficial ownership interests will not receive certificates representing their interests in the Issue 36B Bonds. So long as Cede & Co. is the registered owner of the Issue 36B Bonds, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the Issue 36B Bonds. This Official Statement provides information concerning the Issue 36B Bonds in a Weekly Mode only. Owners and Potential Owners of the Issue 36B Bonds should not rely on this Official Statement for information concerning the Issue 36B Bonds following any conversion of the Issue 36B Bonds to a different Mode, but should look solely to the offering document to be used in connection with any such conversion. See “DESCRIPTION OF THE ISSUE 36B BONDS.” The principal of the Issue 36B Bonds is payable on the stated maturity date as set forth on the inside cover. Interest on the Issue 36B Bonds in a Weekly Mode is payable on the dates shown on the inside cover. So long as Cede & Co. is the registered owner of any Issue 36B Bonds, payment of principal and interest will be made to Cede & Co. as nominee for DTC, which is required in turn to remit such principal and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners. Disbursement of such payments to the DTC Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of the DTC Participants and Indirect Participants, as more fully described herein. See APPENDIX C–“INFORMATION REGARDING DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Bank of New York Trust Company, N.A. has been appointed by the Commission to act as Trustee for the Bonds. The Issue 36B Bonds are subject to optional and mandatory redemption prior to their maturity date and are subject to optional and mandatory tender for purchase. See “DESCRIPTION OF THE ISSUE 36B BONDS–Redemption Provisions” and “–Purchase Upon Demand of Owners; Mandatory Tender for Purchase.” Payment of the principal and purchase price of and interest on the Issue 36B Bonds is secured by an irrevocable direct-pay letter of credit (the “Letter of Credit”) issued to the Trustee for the benefit of the Bondholders by Union Bank of California, N.A. (the “Bank”). Union Bank of California, N.A. The Letter of Credit will be in effect from the date of issuance of the Issue 36B Bonds through May 6, 2011, unless extended or terminated earlier upon the occurrence of certain events as described in the Letter of Credit. Under certain circumstances, the Letter of Credit may be replaced by an alternate credit facility as described herein. See “LETTER OF CREDIT” and APPENDIX I–“FORM OF LETTER OF CREDIT.” THE ISSUE 36B BONDS ARE SPECIAL OBLIGATIONS OF THE COMMISSION, PAYABLE AS TO PRINCIPAL, PURCHASE PRICE, INTEREST AND REDEMPTION PREMIUM, IF ANY, SOLELY OUT OF, AND SECURED BY A PLEDGE OF AND LIEN ON, THE NET REVENUES OF THE AIRPORT AND THE FUNDS AND ACCOUNTS PROVIDED FOR IN THE 1991 MASTER RESOLUTION. NEITHER THE CREDIT NOR TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OR PURCHASE PRICE OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE ISSUE 36B BONDS. NO HOLDER OF AN ISSUE 36B BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO PAY THE ISSUE 36B BONDS OR THE INTEREST THEREON. THE COMMISSION HAS NO TAXING POWER WHATSOEVER. This cover page contains certain information for general reference only. It is not a summary of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Issue 36B Bonds are offered when, as and if issued by the Commission and received by the Underwriter, subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, and Ronald E. Lee, Esq., Davis, California, Co-Bond Counsel to the Commission, and certain other conditions. Certain legal matters will be passed upon for the Commission by the City Attorney and by Lofton & Jennings, San Francisco, California, Disclosure Counsel, for the Underwriter by its counsel Hawkins Delafield & Wood LLP, San Francisco, California and for the Bank by Chapman and Cutler LLP, Chicago, Illinois. It is expected that the Issue 36B Bonds will be delivered through the facilities of DTC on or about May 8, 2008, in New York, New York against payment therefor. Banc of America Securities LLC Dated: May 7, 2008 ISSUE 36B BONDS MATURITY SCHEDULE The initial interest rate established by the Commission for the Issue 36B Bonds will apply to the period commencing on their date of issuance to and including the initial Rate Determination Date specified below. Thereafter, the Issue 36B Bonds will bear interest at a Weekly Rate determined by Banc of America Securities LLC, as Remarketing Agent, as described in this Official Statement, subject to certain conditions and exceptions. Interest on the Issue 36B Bonds will be payable on each Interest Payment Date. The initial Interest Payment Date and Rate Determination Date for the Issue 36B Bonds is set forth below. See “DESCRIPTION OF THE ISSUE 36B BONDS–Weekly Mode Provisions.” Principal Maturity Date Initial Interest Rate Underwriter and Initial Series Amount (May 1) Mode Payment Date Determination Date Remarketing Agent CUSIP No.† Issue 36B (AMT) $40,620,000 2026 Weekly First Business Day of each calendar Tuesday Banc of America Securities LLC 79765AU95 month, commencing June 2, 2008 _______________ † Copyright 2008, American Bankers Association.
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