JPMorgan. Confirmation. Swap Transaction (Revision) The purpose of this Confirmation is to confirm the terms and conditions of the Swap Transaction

Transcription

1 ~.. 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 Re: Swap Transaction - JPMorgan Ref. No. : Ladies and Gentlemen: The purpose of this Confirmation is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the " Swap Transaction ). This Confirmation 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 2000 version 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. 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. The terms of the particular Swap Transaction to which this Confirmation relates is a Swap Transaction as follows: Notional Amount: $ , subject to reduction as set forth in Annex attached hereto. For each Amortization Period set forth on Annex I, the

2 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: Effective Date: Termination Date: December 16, 2004 February May 1, 2026 subject to adjustment in accordance with the Following Business Day Convention. Fixed Amounts: Fixed Rate Payer: Fixed Rate Payer Payment Dates: Fixed Rate: Fixed Rate Day Count Fraction: Counterparty Monthly on the first day of each month commencing with March to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention percent 30/360 Period End Dates: Business Days: No Adjustment New York Floatin2 Amounts Floating Rate Payer: JPMorgan Page 2 of 6

3 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: Designated Maturity: Floating Amount: USD-LIBOR-BBA 1 Month 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: % Floating Rate Day Count Fraction: Actual/360 Reset Dates: Period End Dates: Averaging: Compounding: Business Days: Calculation Agent: The first day of each Floating Rate Payer Calculation Period subject to Following Business Day Convention No Adjustment Inapplicable Inapplicable New York JPMorgan, unless otherwise specified in the Agreement Page 3 of 6

4 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 Page 4 of 6

5 Reference: JPMorgan Ref. No. : Payments to Counterparty: Account for payments in USD: Favour: ABA/Bank No. Account No. The Bank of New York ABA # GLA Account Name: SFIA Issue #32 Account Number: REF: Josephine Libunao (415) 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 Attention: Telephone: Facsimile: Documentation Control /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 Confirmed as of the date first Name: Title: STUTZ AssOCIATE Page 5 of 6

6 ,, " " : " " above written: AIRPORT COMMISSIO~ OF THJ~ CITY AND COUNTY OF SAN FRANCISCO Name: John L. MartIn do Title: Airport Director (J! VI- APPROVED AS TO FO D~nnis J. Herrera :. City Attorney ;, Deputy City Attorney JPMorgan Ref No: S100Sjnm

7 FROM ,. ~' """' FRX "L.' 1 """!.J~r..J'.L.LII' '. NO; : Dec : 10PM P2 IL'.! \\::..:..\!~!;;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 JPMoypnAefNo~ Ws9~10MJxun "...'-111 ~--,. IIr...,