2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Transcription

1 Execution Copy Admin No: 07MU02597 July 26, 2007 FOURTH AMENDED AND RESTATED TRANSACTION (Amended and Restated as of January 30, 2008, March 26, 2008, April 8, 2008 and December 14, 2012) Airport Commission of the City and County of San Francisco Finance Division San Francisco International Airport Terminal 2, Fifth Floor P.O. Box 8097 San Francisco, CA Ladies and Gentlemen: The purpose of this letter agreement is to further amend and restate the terms and conditions of the transaction (the Original Transaction, and as amended and restated as of January 30, 2008, the First Amended and Restated Transaction, and as amended and restated as of March 26, 2008, the Second Amended and Restated Transaction, as amended and restated as of April 8, 2008, the Third Amended and Restated Transaction and as amended and restated as of December 14, 2012, the Transaction ) entered into between Merrill Lynch Capital Services, Inc. ( MLCS ) and Airport Commission of the City and County of San Francisco ( Counterparty ) on the Trade Date specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the Definitions ) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. Now therefore, the parties hereto hereby agree as follows: 1. This Confirmation shall supplement, form a part of, and be subject to, the Master Agreement and Schedule thereto, dated as of July 26, 2007 and amended as of March 26, 2008, and amended and restated as of December 14, 2012, between MLCS and Counterparty (the Agreement ). All provisions contained in the Agreement will govern this Confirmation except as expressly modified below. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: Trade Date: July 26, 2007 Amended Trade Date: April 8, 2008 USD 79,684,000, reducing on the dates and in the amounts set forth in Annex I hereto

2 Effective Date: May 15, 2008 Amended Effective Date: October 1, 2012 Termination Date: May 1, 2029 FIXED AMOUNTS: Fixed Rate Payer: Fixed Rate Payer Payment Dates: Fixed Rate Payer Period End Dates: Fixed Rate Option: Counterparty Monthly on the first (1st) day of each calendar month commencing June 1, 2008, and terminating on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. Monthly on the first (1st) day of each calendar month commencing June 1, 2008, and terminating on the Termination Date. No Adjustment shall apply to Period End Dates. From and including the Effective Date to but excluding the Amended Effective Date, 3.898%. From and including the Amended Effective Date to but excluding the Termination Date, 3.773%. Fixed Rate Day Count Fraction: 30/360 FLOATING AMOUNTS: Floating Rate Payer: Floating Rate Payer Payment Dates: Floating Rate Payer Period End Dates: MLCS Monthly on the first (1st) day of each calendar month commencing June 1, 2008, and terminating on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. Monthly on the first (1st) day of each calendar month commencing June 1, 2008, and terminating on the Termination Date. No Adjustment shall apply to Period End Dates. Floating Rate Option: The sum of (i) 61.85% of USD-LIBOR-BBA and (ii) 0.34%. Designated Maturity: Floating Rate Day Count Fraction: Reset Date: Method of Averaging: Compounding: One month Actual/360 The Effective Date and on the first (1st) day of each calendar month thereafter commencing June 1, As specified in the Definitions, the rate for each Reset Date shall be the rate which appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the day that is two London Banking Days preceding that Reset Date. Inapplicable Inapplicable - 2 -

3 Business Days: New York 3. Optional Termination. Counterparty may, on any Business Day (the Optional Market Termination Date ), terminate this Transaction, in whole or in part, by providing at least five (5) Business Days prior written notice to MLCS; provided however, that Counterparty provides evidence reasonably satisfactory to MLCS that Counterparty has (or will have on the termination date) sufficient funds available to pay any amount due to MLCS in connection with such optional termination. The amount due with respect to any such termination shall be determined by MLCS reasonably and in good faith. If Counterparty elects to dispute such amount, the amount due with respect to such termination shall be determined pursuant to Section 6 of the Master Agreement as if (a) the Optional Market Termination Date is the Early Termination Date, (b) Counterparty is the sole Affected Party (for all purposes other than the election to terminate), (c) this Transaction is the sole Affected Transaction, and (d) Market Quotation and Second Method are selected for purposes of Payments on Early Termination. Notwithstanding anything herein to the contrary, the parties will be obligated to pay any accrued amounts that would otherwise be due on the Optional Market Termination Date with respect to such termination or partial termination. 4. Documents To Be Delivered. (a) The following documents shall be delivered by Counterparty to MLCS no later than April 25, 2008: (i) (ii) (iii) (iv) a commitment of Financial Security Assurance Inc. ( FSA ) to issue its Swap Insurance Policy with respect to this Transaction (the Commitment ); an opinion of counsel to FSA with respect to the enforceability of the Commitment against FSA; evidence reasonably satisfactory to MLCS of (i) the authority of Counterparty to enter into the Transaction, and (ii) the authority and genuine signature of the individual signing the Transaction on behalf of Counterparty; and an opinion of counsel to Counterparty with respect to the enforceability of the Transaction against Counterparty. Date: (b) The following documents shall be delivered by Counterparty to MLCS no later than the Effective (i) (ii) the Swap Insurance Policy of FSA; and an opinion of counsel to FSA with respect to the enforceability of the Swap Insurance Policy against FSA. (c) The following documents shall be delivered by Counterparty to MLCS and AGM (as hereinafter defined) no later than December 14, 2012: (i) an opinion of counsel to Counterparty with respect to the enforceability of this Transaction, as amended and restated herein, against Counterparty; (ii) evidence reasonably satisfactory to MLCS of (A) the authority of Counterparty to enter into this Transaction, as amended and restated herein and (B) the authority and genuine signature of the individual signing this Confirmation on behalf of Counterparty to execute the same; and (iii) a certified copy of the resolution or resolutions (or the equivalent thereof) of the governing body of Counterparty, certified by an appropriate official of Counterparty, pursuant to which Counterparty is authorized to enter into this Transaction, as amended and restated herein

4 (d) The following document shall be delivered by MLCS to Counterparty and AGM (as hereinafter defined) no later than December 14, 2012: (i) an opinion of counsel to MLCS with respect to the enforceability of this Transaction, as amended and restated herein, against MLCS. 5. Account Details. Payments to MLCS: Deutsche Bank Trust Company Americas New York, NY ABA: A/C #: Ref: Merrill Lynch Capital Services, Inc. Attn: Muni Swaps Payments to Counterparty: Bank: The Bank of New York ABA: Account Number: GLA For further credit to A/C # TAS CUST: SFIA Issue 37B and Issue 37C int fund RE: Attn: J. Tokunaga at Related Bonds means the Airport Commission of the City and County of San Francisco, San Francisco International Airport Revenue Refunding Bonds, Issue 37B and Issue 37C. 7. Payment of Fees. At the direction of Counterparty, MLCS shall pay $94,000 as an advisory fee to Swap Financial Group on behalf of Counterparty with respect to this Transaction, as amended and restated herein, and shall pay $20,000 to Orrick, Herrington & Sutcliffe LLP on behalf of Counterparty with respect to this Transaction, as amended and restated herein. 8. Payment by MLCS. In connection with this Transaction, MLCS shall pay $16, to Counterparty on December 18, 2012, which amount is equal to the difference between (a) the Fixed Amounts determined in respect of the period from, and including, October 1, 2012 to, but excluding, December 1, 2012 based on the Fixed Rate in effect prior to the Amended Effective Date, and (b) the Fixed Amounts determined in respect of such period based on the Fixed Rate in effect following the Amended Effective Date. 9. Additional Agreement of Counterparty. In connection with this Transaction, Counterparty agrees that (i) MLCS is acting and has acted solely as a principal, in MLCS s own best interests, and not as an agent, advisor or fiduciary of Counterparty, (ii) MLCS has not assumed a fiduciary responsibility in favor of Counterparty with respect to this Transaction and (iii) nothing in this Transaction or in any prior relationship between MLCS and Counterparty will be deemed to create an advisory, fiduciary or agency relationship between MLCS and Counterparty in respect of this Transaction (whether or not MLCS or any Affiliate of MLCS, has provided or is currently providing other services to Counterparty on related or other matters). In addition, Counterparty acknowledges that it has (i) determined, without reliance upon MLCS or any of its Affiliates, the financial and economic risks and merits, as well as the legal, tax and accounting characterizations and consequences, of this Transaction and it is capable of assuming such risks, (ii) consulted with its own legal, tax, accounting and financial advisors to determine whether this Transaction is in its best interest and made an independent analysis and decision to enter into this Transaction based on such advice and (iii) retained Swap Financial Group as its financial advisor and has relied on Swap Financial Group to provide advice to it with respect to this Transaction

5 10. Amended and Restated Transaction. This Transaction amends, restates and supersedes the Third Amended and Restated Transaction, which shall be of no further force or effect

6 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. Yours sincerely, MERRILL LYNCH CAPITAL SERVICES, INC. By: Name: Katherine Andrews Title: Managing Director TRADE: Confirmed as of December 14, 2012 AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO By: Name: Title: - 6 -

7 By its execution hereof, Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc, AGM ), hereby consents to the amendments to this Transaction set forth herein and acknowledges that Financial Guaranty Insurance Policy No A-SWP (the Policy ) shall apply to this Transaction, as amended and restated herein, and insures certain amounts payable by Counterparty to MLCS under this Transaction, as amended and restated herein. (For the avoidance of doubt, amounts payable under this Transaction shall be determined in accordance with the Agreement, as amended and restated on December 14, 2012 with the consent of AGM.) AGM specifically acknowledges that if and to the extent the Policy insures an amount payable by Counterparty upon the designation of an Early Termination Date (as defined in the Agreement) with respect to this Transaction, then the Policy shall continue to insure such amount or the installments comprising such amount, as applicable, payable in accordance with Section 6(d)(ii) of the Agreement (as added by Part I(n) of the Schedule to the Agreement). Neither this consent nor any past, present or future consents, waivers, actions, amendments or other agreements, individually or in combination, may be construed to imply or impose upon AGM any intention, agreement, obligation or undertaking to grant future consents, waivers or amendments or to limit the ability of AGM to exercise any and all of its rights in connection with the Transaction, or any related transaction documents, all of which shall remain unmodified and in full force and effect except as to the modifications consented to hereinabove. In addition, AGM makes no representation as to whether the consent of any other party is required in connection herewith. ASSURED GUARANTY MUNICIPAL CORP. By: Name: Title: - 7 -

8 ANNEX I to Confirmation, dated July 26, 2007, amended and restated as of January 30, 2008, and amended and restated as of March 26, 2008, and amended and restated as of April 8, 2008, and amended and restated as of December 14, 2012, between Merrill Lynch Capital Services, Inc. and Airport Commission of the City and County of San Francisco From and To but Outstanding Including Excluding Notional Amount 5/15/2008 5/1/ ,684,000 5/1/2009 5/1/ ,684,000 5/1/2010 5/1/ ,684,000 5/1/2011 5/1/ ,684,000 5/1/2012 5/1/ ,684,000 5/1/2013 5/1/ ,684,000 5/1/2014 5/1/ ,331,000 5/1/2015 5/1/ ,965,000 5/1/2016 5/1/ ,584,000 5/1/2017 5/1/ ,061,000 5/1/2018 5/1/ ,473,000 5/1/2019 5/1/ ,137,000 5/1/2020 5/1/ ,688,000 5/1/2021 5/1/ ,735,000 5/1/2022 5/1/ ,606,000 5/1/2023 5/1/ ,321,000 5/1/2024 5/1/ ,243,000 5/1/2025 5/1/ ,826,000 5/1/2026 5/1/ ,057,000 5/1/2027 5/1/ ,840,000 5/1/2028 5/1/2029 8,023,