JPMorgan
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JPMorgan Confirmation Swap Transaction (Revision)
Date: December 16 , 2004
Airport Commission of the City and County of San Francisco San Francisco International Airport International Terminal
O. Box 8097 San Francisco , CA 94128
Re:
Swap Transaction - JPMorgan Ref. No. : 6900016951005
Ladies and Gentlemen: The purpose
of
of the Swap Transaction the Trade Date specified below (the " Swap Transaction ). This Confirmation
this Confirmation is to confirm the terms and conditions
entered into between us
on
constitutes a " Confirmation " as referred to in the Agreement specified below. This Transaction
constitutes a " FGIC Insured Rate Swap Transaction " as defined in the Master Agreement specified below and it is therefore subject to the special provisions
of
the Master Agreement which apply to FGIC Insured
Rate Swap Transactions.
The definitions and provisions contained in the 2000 ISDA Definitions , incorporating the June of the Annex (the " 2000 Definitions ) and the 1992 ISDA u.S. Municipal Counterparty Definitions (the " 1992 Muni Definitions ), each as amended and supplemented through the date of this Confirmation (as published by the International Swaps and Derivatives Association , Inc. are incorporated into this Confirmation. In the event of any inconsistency between the 2000 Definitions and the 1992 Muni Definitions , the 1992 Muni Definitions will govern and in the event of any inconsistency between the 1992 Muni Definitions and this Confirmation , this Confirmation will govern. 2000 version
This Confirmation supplements , forms part and is subject to , the ISDA Master Agreement dated as 16 December 2004 , as amended and supplemented from time to time (the " Agreement" ) between JPMORGAN CHASE BANK NA(" JPMorgan ) and AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the " Counterparty" ). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. of the particular Swap Transaction to which this Confirmation relates is a Swap Transaction as follows: The terms
Notional Amount:
$69 930 000. in Annex
, subject to reduction as set forth attached hereto. For each Amortization Period set forth on Annex I , the
Notional Amount for such Amortization Period shall be effective from and including the first day of such Amortization Period to but not
including the last day of such Amortization Period , subject to adjustment in accordance with the Following Business Day Convention. Trade Date:
December 16 , 2004
Effective Date:
February 10
Termination Date:
May 1 ,
2005
2026
subject to
adjustment in Day
accordance with the Following Business
Convention.
Fixed Amounts: Fixed Rate Payer:
Counterparty
Fixed Rate Payer Payment Dates:
Monthly on the first day of each month commencing with March 1 2005 to and including the Termination Date , subject to adjustment in accordance with the Following Business Day Convention.
Fixed Rate:
3.445000 percent
Fixed Rate Day Count Fraction:
30/360
Period End Dates:
No Adjustment
Business Days:
New York
Floatin2 Amounts Floating Rate Payer:
JPMorgan
Page 2 of 6
Floating Rate Payer Payment Dates:
Monthly on the first day
of each month commencing with March 1 , 2005 to and
including the Termination Date , subject to adjustment in accordance with the Following
Business Day Convention.
Floating Rate Option:
USD-LIBOR- BBA
Designated Maturity:
1 Month
Floating Amount:
The Floating Rate used to calculate the Floating Amount on each Payment Date will be equal to the rate determined in accordance with the specified Floating Rate Option and Designated Maturity for that party for the relevant Calculation Period multiplied by 63. , plus any applicable Spread. For the avoidance of doubt , the Floating Amount shall be calculated as follows: Floating Amount: Notional Amount * ((Floating Rate * 0. 635) + Spread) * Day Count Fraction
Spread:
+ 0. 29 %
Floating Rate Day Count Fraction: Reset Dates:
Actual/360
The first day
of each Floating Rate Payer to Following
Calculation Period subject Business Day Convention Period End Dates:
No Adjustment
Averaging:
Inapplicable
Compounding:
Inapplicable
Business Days:
New York
Calculation Agent:
JPMorgan , Agreement
unless otherwise specified in the
Page 3 of 6
Adjustment Event.
(A)
If on the Effective Date or any date thereafter (each , an " Adjustment Event Date ), the Notional Amount is greater than the outstanding principal amount of the Related Bonds , an Adjustment Event" occurs and the Notional Amount shall be reduced to the extent necessary to make such Notional Amount as of the Adjustment Event Date equal to the outstanding principal amount ofthe Related Bonds on such date.
(B)
Upon an adjustment to the Notional Amount , a payment (each , an " Adjustment Payment" ) will be due and owing by one party to the other equal to the Market Quotation for this Transaction determined by Party A as if (i) a Termination Event occurred in respect of Party B (ii) Party B was the only Affected Party with respect to such Termination Event , Party A was the party entitled to calculate the Market Quotation , and the Transaction is the Affected Transaction (iii) the relevant Adjustment Event Date was designated as the Early Termination Date , and (iv) the Notional Amount of the Transaction was an amount equal to the difference between (X) the Notional Amount, and (Y) the outstanding principal amount of the Related Bonds on the Adjustment Event Date. If an Adjustment Payment is a negative number, Party A will pay an
amount equal to the absolute value of such Adjustment Payment to Party B. An Adjustment Payment shall be paid by the relevant party on the date on which the Adjustment Event occurs.
(C) Notwithstanding anything to the contrary in this Agreement, Party B will not optionally
cause an Adjustment Event if,
in connection with such Adjustment Event , an Adjustment
Payment would be payable by Party B to Party A unless Party B provides evidence reasonably satisfactory to Party A and the Swap Insurer that (i) such Adjustment Payment will not cause Party B to be in violation of, or in default under, the documentation relating to the Related Bonds , and (ii) Party B has (or will have on or prior to the date of any Adjustment Payment) sufficient funds available to pay any Adjustment Payment that would be payable by Party B to Party A in connection with such Adjustment Event. Non- Issuance Termination Event
It shall be an Additional Termination Event with respect to Party B if the Related Bonds are not issued on or before the Effective Date. For purposes ofthe foregoing Additional Termination Event, Party B shall be the sale Affected Party and this Transaction shall be the sole Affected Transaction. Notwithstanding anything to the contrary in the Schedule , Party A may designate an Early Termination Date with respect to the foregoing Additional Termination Event without the consent ofthe Swap Insurer.
Account Details.
Payments to JPMorgan: Account for payments in USD: Favour: ABA/Bank No. Account No.
JPMORGAN CHASE BANK NA 023 000 238 999 97 979
Page 4 of 6
Reference:
JPMorgan Ref. No. : 6900016931087
Payments to Counterparty: Account for payments in USD: Favour: ABA/Bank No.
The Bank of New York ABA #021000018 GLA 111- 565 Account Name: SFIA Issue #32 Account Number: 412292 REF: Josephine Libunao (415) 263- 2418
Account No.
Offices. (a) (b)
The Office of JPMorgan for the Swap Transaction is NEW YORK; and The Office of the Counterparty for the Swap Transaction is CALIFORNIA.
All enquiries regarding confirmations should be sent to: JPMorgan Chase Bank NA c/o 500 Stanton Christiana Road 20PS2, Newark DE 19713
Attention:
Documentation Control
Telephone: Facsimile:
1 302 634 4960
1 302 634 4928/4929/4930
Please quote the JPMorgan Deal Number indicated above.
This Confirmation may be executed in several counterparts , each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. Yours sincerely,
JPMORGAN CHASE BANK NA
By:
Name: Title:
Confirmed as of the date first
STUTZ AssOCIATE
Page 5 of 6
, ,
" "
: " "
above written:
AIRPORT COMMISSIO~ OF THJ~ CITY AND COUNTY OF SAN By: dO Name: John L. MartIn
(J!
Title: Airport Director
VI-
APPROVED AS TO FO D~nnis J. Herrera :.
City Attorney ;,
By:
Deputy City Attorney
JPMorgan Ref No: 690001169S100Sjnm
FRANCISCO
---.
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FROM
"L.'
1 """!.J~r
-,. ..J'
FRX NO; : '.
.L.LII'
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Dec. 20 2004 11: 10PM P2 \\::..:..\!~!;;t~\t.~~"J(...u, '....Lli 1 L I",~... C lU tUUtI- :1,':) ;':'(1 'v. '-\I.J,'!J~ I . 1
above written:
AJmORT COItIMISSIOf'
or'11lZ CITY AND COt1NTY OF SAN FB.AJ\iQ8CO
By; y--......
Nann,! Jobn L. Martin Title: Airport Dtrector
By:
JPMoypnAefNo~ 690001Ws9~10MJxun
"......'-111 ~--,. IIr...,
JPMorgan Confirmation Swap Transaction (Revision)
Date: December 16 , 2004
Airport Commission of the City and County of San Francisco San Francisco International Airport International Terminal
O. Box 8097 San Francisco , CA 94128
Re:
Swap Transaction - JPMorgan Ref. No. : 6900016951005
Ladies and Gentlemen: The purpose
of
of the Swap Transaction the Trade Date specified below (the " Swap Transaction ). This Confirmation
this Confirmation is to confirm the terms and conditions
entered into between us
on
constitutes a " Confirmation " as referred to in the Agreement specified below. This Transaction
constitutes a " FGIC Insured Rate Swap Transaction " as defined in the Master Agreement specified below and it is therefore subject to the special provisions
of
the Master Agreement which apply to FGIC Insured
Rate Swap Transactions.
The definitions and provisions contained in the 2000 ISDA Definitions , incorporating the June of the Annex (the " 2000 Definitions ) and the 1992 ISDA u.S. Municipal Counterparty Definitions (the " 1992 Muni Definitions ), each as amended and supplemented through the date of this Confirmation (as published by the International Swaps and Derivatives Association , Inc. are incorporated into this Confirmation. In the event of any inconsistency between the 2000 Definitions and the 1992 Muni Definitions , the 1992 Muni Definitions will govern and in the event of any inconsistency between the 1992 Muni Definitions and this Confirmation , this Confirmation will govern. 2000 version
This Confirmation supplements , forms part and is subject to , the ISDA Master Agreement dated as 16 December 2004 , as amended and supplemented from time to time (the " Agreement" ) between JPMORGAN CHASE BANK NA(" JPMorgan ) and AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the " Counterparty" ). All provisions contained in the Agreement govern this Confirmation except as expressly modified below. of the particular Swap Transaction to which this Confirmation relates is a Swap Transaction as follows: The terms
Notional Amount:
$69 930 000. in Annex
, subject to reduction as set forth attached hereto. For each Amortization Period set forth on Annex I , the
Notional Amount for such Amortization Period shall be effective from and including the first day of such Amortization Period to but not
including the last day of such Amortization Period , subject to adjustment in accordance with the Following Business Day Convention. Trade Date:
December 16 , 2004
Effective Date:
February 10
Termination Date:
May 1 ,
2005
2026
subject to
adjustment in Day
accordance with the Following Business
Convention.
Fixed Amounts: Fixed Rate Payer:
Counterparty
Fixed Rate Payer Payment Dates:
Monthly on the first day of each month commencing with March 1 2005 to and including the Termination Date , subject to adjustment in accordance with the Following Business Day Convention.
Fixed Rate:
3.445000 percent
Fixed Rate Day Count Fraction:
30/360
Period End Dates:
No Adjustment
Business Days:
New York
Floatin2 Amounts Floating Rate Payer:
JPMorgan
Page 2 of 6
Floating Rate Payer Payment Dates:
Monthly on the first day
of each month commencing with March 1 , 2005 to and
including the Termination Date , subject to adjustment in accordance with the Following
Business Day Convention.
Floating Rate Option:
USD-LIBOR- BBA
Designated Maturity:
1 Month
Floating Amount:
The Floating Rate used to calculate the Floating Amount on each Payment Date will be equal to the rate determined in accordance with the specified Floating Rate Option and Designated Maturity for that party for the relevant Calculation Period multiplied by 63. , plus any applicable Spread. For the avoidance of doubt , the Floating Amount shall be calculated as follows: Floating Amount: Notional Amount * ((Floating Rate * 0. 635) + Spread) * Day Count Fraction
Spread:
+ 0. 29 %
Floating Rate Day Count Fraction: Reset Dates:
Actual/360
The first day
of each Floating Rate Payer to Following
Calculation Period subject Business Day Convention Period End Dates:
No Adjustment
Averaging:
Inapplicable
Compounding:
Inapplicable
Business Days:
New York
Calculation Agent:
JPMorgan , Agreement
unless otherwise specified in the
Page 3 of 6
Adjustment Event.
(A)
If on the Effective Date or any date thereafter (each , an " Adjustment Event Date ), the Notional Amount is greater than the outstanding principal amount of the Related Bonds , an Adjustment Event" occurs and the Notional Amount shall be reduced to the extent necessary to make such Notional Amount as of the Adjustment Event Date equal to the outstanding principal amount ofthe Related Bonds on such date.
(B)
Upon an adjustment to the Notional Amount , a payment (each , an " Adjustment Payment" ) will be due and owing by one party to the other equal to the Market Quotation for this Transaction determined by Party A as if (i) a Termination Event occurred in respect of Party B (ii) Party B was the only Affected Party with respect to such Termination Event , Party A was the party entitled to calculate the Market Quotation , and the Transaction is the Affected Transaction (iii) the relevant Adjustment Event Date was designated as the Early Termination Date , and (iv) the Notional Amount of the Transaction was an amount equal to the difference between (X) the Notional Amount, and (Y) the outstanding principal amount of the Related Bonds on the Adjustment Event Date. If an Adjustment Payment is a negative number, Party A will pay an
amount equal to the absolute value of such Adjustment Payment to Party B. An Adjustment Payment shall be paid by the relevant party on the date on which the Adjustment Event occurs.
(C) Notwithstanding anything to the contrary in this Agreement, Party B will not optionally
cause an Adjustment Event if,
in connection with such Adjustment Event , an Adjustment
Payment would be payable by Party B to Party A unless Party B provides evidence reasonably satisfactory to Party A and the Swap Insurer that (i) such Adjustment Payment will not cause Party B to be in violation of, or in default under, the documentation relating to the Related Bonds , and (ii) Party B has (or will have on or prior to the date of any Adjustment Payment) sufficient funds available to pay any Adjustment Payment that would be payable by Party B to Party A in connection with such Adjustment Event. Non- Issuance Termination Event
It shall be an Additional Termination Event with respect to Party B if the Related Bonds are not issued on or before the Effective Date. For purposes ofthe foregoing Additional Termination Event, Party B shall be the sale Affected Party and this Transaction shall be the sole Affected Transaction. Notwithstanding anything to the contrary in the Schedule , Party A may designate an Early Termination Date with respect to the foregoing Additional Termination Event without the consent ofthe Swap Insurer.
Account Details.
Payments to JPMorgan: Account for payments in USD: Favour: ABA/Bank No. Account No.
JPMORGAN CHASE BANK NA 023 000 238 999 97 979
Page 4 of 6
Reference:
JPMorgan Ref. No. : 6900016931087
Payments to Counterparty: Account for payments in USD: Favour: ABA/Bank No.
The Bank of New York ABA #021000018 GLA 111- 565 Account Name: SFIA Issue #32 Account Number: 412292 REF: Josephine Libunao (415) 263- 2418
Account No.
Offices. (a) (b)
The Office of JPMorgan for the Swap Transaction is NEW YORK; and The Office of the Counterparty for the Swap Transaction is CALIFORNIA.
All enquiries regarding confirmations should be sent to: JPMorgan Chase Bank NA c/o 500 Stanton Christiana Road 20PS2, Newark DE 19713
Attention:
Documentation Control
Telephone: Facsimile:
1 302 634 4960
1 302 634 4928/4929/4930
Please quote the JPMorgan Deal Number indicated above.
This Confirmation may be executed in several counterparts , each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. Yours sincerely,
JPMORGAN CHASE BANK NA
By:
Name: Title:
Confirmed as of the date first
STUTZ AssOCIATE
Page 5 of 6
, ,
" "
: " "
above written:
AIRPORT COMMISSIO~ OF THJ~ CITY AND COUNTY OF SAN By: dO Name: John L. MartIn
(J!
Title: Airport Director
VI-
APPROVED AS TO FO D~nnis J. Herrera :.
City Attorney ;,
By:
Deputy City Attorney
JPMorgan Ref No: 690001169S100Sjnm
FRANCISCO
---.
~' """'
FROM
"L.'
1 """!.J~r
-,. ..J'
FRX NO; : '.
.L.LII'
IL'.!
Dec. 20 2004 11: 10PM P2 \\::..:..\!~!;;t~\t.~~"J(...u, '....Lli 1 L I",~... C lU tUUtI- :1,':) ;':'(1 'v. '-\I.J,'!J~ I . 1
above written:
AJmORT COItIMISSIOf'
or'11lZ CITY AND COt1NTY OF SAN FB.AJ\iQ8CO
By; y--......
Nann,! Jobn L. Martin Title: Airport Dtrector
By:
JPMoypnAefNo~ 690001Ws9~10MJxun
"......'-111 ~--,. IIr...,
