SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES VARIABLE RATE REVENUE REFUNDING BONDS Remarketing MemoraNdum Airport Commission City and County of San Francisco San Francisco International Airport Second Series Variable Rate Revenue Refunding Bonds Issues 36A and 36B ISSUES 36 A AND 3 6B 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 REMARKETING – BOOK­ENTRY ONLY RATINGS: ___________Moody’s ___________S&P ___________Fitch Converted 36A Ratings: Aaa/VMIG1 AA+/A­1+ AAA/F1+ Converted 36A Underlying Ratings: A1 A A Converted 36B Ratings: Aaa/VMIG1 A+/A­1 AA­/F1+ Converted 36B Underlying Ratings: A1 A A (See “RATINGS” herein) In the opinion of Orrick, Herrington & Sutcliffe LLP and of Quateman LLP, Co­Bond 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 Converted 36A/36B Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”), except that no opinion is expressed as to the status of interest on any Converted 36A/36B Bond for any period that such Converted 36A/36B Bond is held by a “substantial user” of the facilities financed or refinanced by the Converted 36A/36B Bonds or by a “related person” within the meaning of Section 147(a) of the Code. In the further opinion of Co­Bond Counsel¸ interest on the Converted 36A/36B Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes nor is it included in adjusted current earnings when calculating corporate alternative minimum taxable income. Co­Bond Counsel are also of the opinion that interest on the Converted 36A/36B Bonds is exempt from State of California personal income taxes. Co­Bond 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 Converted 36A/36B Bonds. See “TAX MATTERS.” AIRPORT COMMISSION CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA SAN FRANCISCO INTERNATIONAL AIRPORT SECOND SERIES VARIABLE RATE REVENUE REFUNDING BONDS $100,000,000 $40,620,000 ISSUE 36A ISSUE 36B (Non­AMT Private Activity Bonds) (Non­AMT Private Activity Bonds) Dated: Date of Delivery Price: 100% Due: As shown on the inside cover The Airport Commission (the “Commission”) of the City and County of San Francisco (the “City”) is remarketing $100,000,000 principal amount of its San Francisco International Airport Second Series Variable Rate Revenue Refunding Bonds, Issue 36A (the “Converted 36A Bonds”) and $40,620,000 principal amount of its San Francisco International Airport Second Series Variable Rate Revenue Refunding Bonds, Issue 36B (the “Converted 36B Bonds” and together with the Converted 36A Bonds, the “Converted 36A/36B Bonds”). The Converted 36A/36B Bonds were initially issued on May 8, 2008 pursuant to Commission Resolution No. 91­0210, 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.” Recent federal legislation allows state and local government issuers, including the Commission, to convert certain outstanding bonds the interest on which is subject to the federal alternative minimum tax to bonds, the interest on which is not subject to such tax, thereby resulting in debt service savings. The Commission is therefore causing the mandatory tender for purchase of its outstanding Issue 36A Bonds (the “Tendered 36A Bonds”) and its outstanding Issue 36B Bonds (the “Tendered 36B Bonds” and together with the Tendered 36A Bonds, the “Tendered 36A/36B Bonds”) previously issued by the Commission. Proceeds of the remarketing of the Converted 36A/36B Bonds will be used, together with other available moneys, to pay the purchase price of the Tendered 36A/36B Bonds upon the mandatory tender thereof by the holders for purchase. See “PLAN OF FINANCE.” The payment of the principal (but not purchase price) of and interest on all Bonds issued or to be issued pursuant to the 1991 Master Resolution, including the Converted 36A/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 Converted 36A/36B Bonds are being remarketed in a Weekly Mode during which period such Converted 36A/36B Bonds will bear interest at a Weekly Rate determined by the Remarketing Agent, as described herein. The Converted 36A/36B Bonds will be delivered 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 Converted 36A/36B Bonds will be made in book­entry 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 Converted 36A/36B Bonds. So long as Cede & Co. is the registered owner of the Converted 36A/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 Converted 36A/36B Bonds. The principal of the Converted 36A/36B Bonds is payable upon their stated maturity date as set forth on the inside cover. Interest on the Converted 36A/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 Converted 36A/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 B–“INFORMATION REGARDING DTC AND THE BOOK­ENTRY ONLY SYSTEM.” The Bank of New York Mellon Trust Company, N.A. has been appointed by the Commission to act as Trustee for the Bonds. The Converted 36A/36B Bonds are subject to optional and mandatory redemption prior to their respective stated maturities and are subject to optional and mandatory tender for purchase. See “DESCRIPTION OF THE CONVERTED 36A/36B BONDS–Redemption Provisions” and “–Optional and Mandatory Tenders for Purchase.” Payment of the principal and purchase price of and interest on the Converted 36A Bonds and the Converted 36B Bonds, respectively, are secured by separate irrevocable direct­pay letters of credit (each, a “Letter of Credit” and together, the “Letters of Credit”) issued to the Trustee by Wells Fargo Bank, National Association (“Wells Fargo”) and by Union Bank, N.A. (formerly known as Union Bank of California, N.A.) (“Union Bank”) for the benefit of the Converted 36A Bondholders and Converted 36B Bondholders, respectively. Wells Fargo Bank, National Association Union Bank, N.A. Letter of Credit Bank for Converted 36A Bonds Letter of Credit Bank for Converted 36B Bonds The Letter of Credit issued by Wells Fargo will be in effect through May 7, 2013 for the Converted 36A Bonds and the Letter of Credit issued by Union Bank will be in effect through May 6, 2011 for the Converted 36B Bonds, unless extended or terminated earlier upon the occurrence of certain events as described in each Letter of Credit. Under certain circumstances, a Letter of Credit may be replaced by an alternate credit facility as described herein. See “LETTERS OF CREDIT” and APPENDIX G–“FORMS OF LETTERS OF CREDIT.” THE CONVERTED 36A/36B BONDS ARE SPECIAL OBLIGATIONS OF THE COMMISSION, PAYABLE AS TO PRINCIPAL (BUT NOT PURCHASE PRICE), AND INTEREST 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, OR INTEREST ON THE CONVERTED 36A/36B BONDS. NO HOLDER OF A CONVERTED 36A/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 CONVERTED 36A/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 Remarketing Memorandum to obtain information essential to the making of an informed investment decision. The Converted 36A/36B Bonds are offered when, as and if delivered by the Commission and received by the Remarketing Agent, subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, and by Quateman LLP, Los Angeles, California, Co­Bond 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, and for the Remarketing Agent by its counsel Hawkins Delafield & Wood LLP, San Francisco, California. Certain legal matters were previously passed upon for Wells Fargo by Chapman and Cutler LLP, San Francisco, California, and for Union Bank by Chapman and Cutler LLP, Chicago, Illinois.