Piper Jaffray, as Remarketing Agent

Transcription

1 SUPPLEMENT TO REMARKETING CIRCULAR relating to RALEIGH-DURHAM AIRPORT AUTHORITY (NORTH CAROLINA) Variable Rate Airport Revenue Refunding Bonds, Series 2008C (Non-AMT) CUSIP# GK7 This Supplement to Remarketing Circular (the Supplement ) provides certain information regarding the Raleigh-Durham Airport Authority Variable Rate Airport Revenue Refunding Bonds, Series 2008C (the Series 2008C Bonds ), dated May 1, 2008, and currently outstanding in the aggregate principal amount of $67,730,000, to supplement the information set forth in the Remarketing Circular dated November 2, 2010, relating to the Series 2008C Bonds. The Series 2008C Bonds are special obligations of the Raleigh-Durham Airport Authority (the Authority ), secured by and payable from Net Revenues (as defined in the Remarketing Circular) of the Authority s Airport System (as defined in the Remarketing Circular), and, under certain circumstances, investment earnings and certain other funds and accounts as described in the Remarketing Circular. The Series 2008C Bonds were issued pursuant to The State and Local Government Revenue Bond Act, Article 5 of Chapter 159 of the General Statutes of North Carolina, as amended (the Act ), a bond order adopted by the Authority on April 8, 2008 (the Order ), a Master Trust Indenture, dated as of February 1, 2001, as amended (the Master Indenture ), between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee and the Amended and Restated Tenth Supplemental Trust Indenture, dated as of October 1, 2009 (the Tenth Supplemental Indenture ), between the Authority and the Trustee. The Trustee also serves as the Registrar and Paying Agent for the Series 2008C Bonds. Effective October 24, 2013, payment of the principal and tender price of and interest on the Series 2008C Bonds will be secured by an irrevocable, direct-pay Letter of Credit (the Royal Bank Credit Facility ) issued by: Royal Bank of Canada Royal Bank of Canada, acting through its WFC, New York, Branch, will provide the Royal Bank Credit Facility pursuant to which the Trustee will be permitted to draw up to (a) an amount equal to the aggregate principal amount of the Series 2008C Bonds or the principal component of the tender price of the Series 2008C Bonds, plus (b) an amount equal to 48 days interest on the Series 2008C Bonds outstanding (computed at a rate of 12% per annum) for the payment of interest on the Series 2008C Bonds or the interest component of the tender price of the Series 2008C Bonds, all as further described herein. The Royal Bank Credit Facility will be executed and delivered on October 24, 2013 (the Effective Date ) and will expire on October 23, 2017, unless extended or earlier terminated pursuant to its terms. This Supplement has been prepared for use by the Remarketing Agent for the sole purpose of providing information relating to the matters set forth herein. Piper Jaffray, as Remarketing Agent The date of this Supplement is October 18, 2013.

2 INTRODUCTION This Supplement to Remarketing Circular (the Supplement ) provides certain information regarding the Raleigh-Durham Airport Authority Variable Rate Airport Revenue Refunding Bonds, Series 2008C (the Series 2008C Bonds ), dated May 1, 2008, and currently outstanding in the aggregate principal amount of $67,730,000, to supplement the information set forth in the Remarketing Circular, dated November 2, 2010, relating to the Series 2008C Bonds (the Remarketing Circular ). On October 24, 2013, the Series 2008C Bonds are subject to mandatory tender for purchase in connection with the expiration of the letter of credit in effect with respect to the Series 2008C Bonds. On that date, Royal Bank of Canada (the Bank ), acting through its WFC, New York, Branch, will issue its Letter of Credit (the Royal Bank Credit Facility ) to replace the expiring letter of credit pursuant to a Reimbursement Agreement dated as of October 1, 2013 (the Reimbursement Agreement ) between the Authority and the Bank. The purpose of this Supplement is to provide information regarding the Royal Bank Credit Facility and the Bank and should only be used by investors making investment decisions regarding the purchase or tender of the Series 2008C Bonds on and after the date of the delivery of the Royal Bank Credit Facility. The information in this Supplement replaces in its entirety the information under the captions entitled THE CREDIT FACILITY AND THE BANK (except for Alternate Credit Facility ) and SUMMARY OF CERTAIN PROVISIONS OF THE REIMBURSEMENT AGREEMENT in the Remarketing Circular. Capitalized terms used in the sections entitled THE ROYAL BANK CREDIT FACILITY AND THE BANK -- Information Relating to the Royal Bank Credit Facility and not otherwise defined herein shall have the meanings assigned to such terms in the Reimbursement Agreement. Information Relating to the Bank THE ROYAL BANK CREDIT FACILITY AND THE BANK The information contained under this subheading has been obtained from the Bank for inclusion in this Supplement and does not purport to be comprehensive. Such information is not guaranteed as to accuracy or completeness by the Authority or the Remarketing Agent and is not to be construed as a representation from the Authority or the Remarketing Agent. Neither the Authority nor the Remarketing Agent has verified this information and no representation is made by them as to the accuracy or adequacy of such information or as to the absence of material adverse changes in such information subsequent to its date or the date hereof. Information regarding the meaning of the ratings described below may be obtained from the respective credit rating agency issuing the rating. The Bank is a Schedule I bank under the Bank Act (Canada), which constitutes its charter and governs its operations. The Bank s corporate headquarters are located at Royal Bank Plaza, 200 Bay Street, Toronto, Ontario M5J 2J5, Canada, and its head office is located at 1 Place Ville Marie, Montreal, Quebec H3C 3A9, Canada. The Bank and its subsidiaries operate under the master brand name RBC. The Bank is Canada s largest bank as measured by assets and market capitalization and is among the largest banks in the world based on market capitalization. The Bank is one of North America s leading diversified financial services companies and provides personal and commercial banking, wealth management services, insurance, investor services and wholesale banking on a global basis. The Bank and its subsidiaries employ 1

3 approximately 80,000 full- and part-time employees who serve more than 15 million personal, business, public sector and institutional clients through offices in Canada, the U.S. and 44 other countries. The Bank had, on a consolidated basis, as at July 31, 2013, total assets of C$851.3 billion (approximately US$828.8 billion * ), equity attributable to shareholders of C$47.2 billion (approximately US$46.0 billion*), and total deposits of C$546.2 billion (approximately US$531.7 billion*). The foregoing figures were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and have been extracted and derived from, and are qualified by reference to, the Bank s unaudited Interim Condensed Consolidated Financial Statements included in its quarterly Report to Shareholders for the fiscal period ended July 31, The senior long-term unsecured debt of the Bank has been assigned ratings of AA- (stable outlook) by Standard & Poor s Ratings Services, Aa3 (stable outlook) by Moody s Investors Service, Inc. and AA (stable outlook) by Fitch Ratings, Inc. The Bank s common shares are listed on the Toronto Stock Exchange, the New York Stock Exchange and the Swiss Exchange under the trading symbol RY. Its preferred shares are listed on the Toronto Stock Exchange. Upon written request, and without charge, the Bank will provide a copy of its most recent publicly filed Annual Report on Form 40-F, which includes audited Consolidated Financial Statements, to any person to whom this Supplement is delivered. Requests for such copies should be directed to Investor Relations, Royal Bank of Canada, by writing to 200 Bay Street, 4th Floor, North Tower, Toronto, Ontario M5J 2W7, Canada, or by calling (416) , or by visiting rbc.com/investorrelations. The delivery of this Supplement does not imply that there has been no change in the affairs of the Bank since the date hereof or that the information contained or referred to herein is correct as at any time subsequent to its date. Information Relating to the Royal Bank Credit Facility The following description is a summary of certain provisions of the Royal Bank Credit Facility and the Reimbursement Agreement pursuant to which the Royal Bank Credit Facility is issued. Such summary does not purport to be a complete description or restatement of the material provisions of the Reimbursement Agreement or the Royal Bank Credit Facility. Investors should obtain and review a copy of the Reimbursement Agreement and the Royal Bank Credit Facility in order to understand all of the terms of such documents. The provisions of any alternate letter of credit and related reimbursement agreement may be different from those summarized below. Royal Bank Credit Facility. The Royal Bank Credit Facility is an irrevocable transferable directpay obligation of the Bank and applies to the Series 2008C Bonds. The Royal Bank Credit Facility will be issued in an amount equal to the aggregate principal amount of the outstanding Series 2008C Bonds, plus 48 days interest thereon at the rate of 12% per annum (the Cap Interest Rate ). The Trustee, upon compliance with the terms of the Royal Bank Credit Facility, is authorized and directed to draw up to (a) an amount sufficient (i) to pay principal of the Series 2008C Bonds when due, whether at maturity or upon any redemption, and (ii) to pay the portion of the purchase price of the Series 2008C Bonds tendered for purchase and not successfully remarketed or the purchase price of which has not been received by the Tender Agent (as defined in the Reimbursement Agreement) by 10:00 a.m., New York time on such purchase date (a Liquidity Drawing ), equal to the principal amount of such Series 2008C Bonds, plus (b) an amount not to exceed 48 days of accrued interest on such Series 2008C Bonds at the Cap Interest * As of July 31, 2013: C $1.00 = US $

4 Rate (i) to pay interest on the Series 2008C Bonds when due, and (ii) to pay the portion of the purchase price of the Series 2008C Bonds tendered for purchase and not successfully remarketed or the purchase price for which has not been received by the Tender Agent by 10:00 a.m., New York time on such purchase date, equal to the interest accrued, if any, on such Series 2008C Bonds. Notwithstanding the foregoing, no drawings will be made under the Royal Bank Credit Facility for Bank Bonds (as defined in the Reimbursement Agreement), for Series 2008C Bonds bearing interest at rate other than the Daily Interest Rate, the Weekly Interest Rate or the Monthly Interest Rate (each as defined in the Tenth Supplemental Indenture), or for Series 2008C Bonds owned by or on behalf of the Authority (collectively, the Ineligible Series 2008C Bonds ). The amount available under the Royal Bank Credit Facility will be automatically reduced to the extent of any drawing thereunder, subject to reinstatement as described below. With respect to a drawing to pay interest on the Series 2008C Bonds (an Interest Drawing ), the Available Amount (as defined in the Royal Bank Credit Facility) will be automatically reinstated in the amount of such Interest Drawing less the amount of the reduction in the Available Amount attributable to (i) interest drawn under the Royal Bank Credit Facility in connection with a redemption drawing or (ii) a reduction of the Available Amount pursuant to the terms of the Royal Bank Credit Facility, as of the opening of business on the sixth (6th) day after the date the Bank honors such Interest Drawing unless the Trustee has received from the Bank by telecopy or in writing on or before the close of business on the fifth (5th) day after the date the Bank honors such drawing notice that the Bank has not been reimbursed in full for such Interest Drawing and as a result an Event of Default (as defined in the Reimbursement Agreement) under the Reimbursement Agreement has occurred or any other Event of Default under the Reimbursement Agreement has occurred and as a consequence thereof the Royal Bank Credit Facility will not be so reinstated and the Bank will direct the Trustee to cause a mandatory tender of the Series 2008C Bonds. With respect to a Liquidity Drawing, the Royal Bank Credit Facility will automatically be reduced by an amount equal to the amount of said Liquidity Drawing. Prior to the Conversion Date (as defined below) upon a remarketing of the Series 2008C Bonds (or portions thereof) previously purchased with the proceeds of such Liquidity Drawing, the Bank s obligation to honor drawings under the Royal Bank Credit Facility will be automatically reinstated in an amount stated in a reinstatement certificate concurrently upon receipt by the Bank of such reinstatement certificate and the amount stated therein. The Royal Bank Credit Facility will terminate on the earliest of the Bank s close of business on (a) October 23, 2017 (as such date may be extended from time to time); (b) the date which is one (1) Business Day (as defined in the Royal Bank Credit Facility) following the date all of the Series 2008C Bonds are converted to a rate other than the Daily Interest Rate, the Weekly Interest Rate or the Monthly Interest Rate, as such date is specified in a certificate provided to the Bank (the Conversion Date ); (c) the date which is one (1) Business Day following the date of the Bank s receipt of a certificate from the Trustee certifying that (i) no Series 2008C Bonds remain Outstanding (as defined in the Master Indenture), (ii) all drawings required to be made under the Tenth Supplemental Indenture and available under the Royal Bank Credit Facility have been made and honored, or (iii) an Alternate Credit Facility (as defined in the Tenth Supplemental Indenture) has been issued to replace the Royal Bank Credit Facility pursuant to the Tenth Supplemental Indenture and the Reimbursement Agreement; (d) the date on which a Stated Maturity Drawing (as defined in the Royal Bank Credit Facility) is honored by the Bank; or (e) the date which is ten (10) calendar days following the date the Trustee receives a written notice from the Bank specifying the occurrence of an Event of Default under the Reimbursement Agreement and directing the Trustee to cause a mandatory tender of all of the Series 2008C Bonds. Events of Default. Pursuant to the Reimbursement Agreement, the occurrence of any of the following events, among others, shall constitute an Event of Default under the Reimbursement 3

5 Agreement. Reference is made to the Reimbursement Agreement for a complete listing of all Events of Default: (a) the Authority fails to pay, or cause to be paid, (i) any principal of or interest on any Drawing (as defined in the Reimbursement Agreement) or any Advance (as defined in the Reimbursement Agreement) or any Differential Interest Amount (as defined in the Reimbursement Agreement) when due or (ii) any other Obligation (as defined in the Reimbursement Agreement) owing to the Bank under the Reimbursement Agreement or under the Fee Agreement (as defined in the Reimbursement Agreement) after such amount was due; (b) (i) any representation, warranty or statement made by or on behalf of the Authority in the Reimbursement Agreement or in any other Related Document (as defined in the Reimbursement Agreement) to which the Authority is a party or in any amendment of, or waiver under, the Reimbursement Agreement or any other Related Document or in any certificate delivered pursuant to the Reimbursement Agreement or thereto proves to be untrue in any material respect on the date as of which made or deemed made; or (ii) the documents, certificates or statements of the Authority (including unaudited financial reports, budgets, projections and cash flows of the Authority and the Airport System (as defined in the Reimbursement Agreement)) furnished to the Bank by or on behalf of the Authority in connection with the transactions contemplated by the Reimbursement Agreement, when taken as a whole, are materially inaccurate in light of the circumstances under which they were made and as of the date on which they were made; (c) (i) the Authority fails to perform or observe certain specified covenants of the Reimbursement Agreement; or (ii) the Authority fails to perform or observe any other term, covenant or agreement contained in (or incorporated by reference into) the Reimbursement Agreement (other than those referred to in subparagraph (a) above under this subheading Events of Default and clause (i) of this subparagraph (c) under this subheading Events of Default ) and any such failure cannot be cured or, if curable, remains uncured for thirty (30) Business Days after written notice thereof to the Authority; (d) (i) the Authority defaults in the payment of any amount due in respect of any Debt (as defined in the Reimbursement Agreement) owed to the Bank as and when the same becomes due, (ii) the Authority defaults in the payment of the principal of or interest on any Debt secured by a senior or parity Lien (as defined in the Reimbursement Agreement) on the Trust Estate (as defined in the Reimbursement Agreement) as and when the same becomes due, (iii) the Authority defaults in the payment of any amount due in respect of any other Debt in an aggregate amount in excess of $1,000,000 (measured, in the case of any Swap Contract (as defined in the Reimbursement Agreement), by the Authority s Exposure (as defined in the Reimbursement Agreement) thereunder), as and when the same becomes due, or (iv) the Authority defaults under any mortgage, agreement or other instrument under or pursuant to which such Debt described in clause (i), (ii) or (iii) of this subparagraph (d) is incurred or issued (other than as described in the preceding clauses (i), (ii) and (iii)), and such default continues beyond the period of grace, if any, allowed with respect thereto, or any act or omission by the Authority under any such mortgage, agreement or other instrument occurs which results in such Debt becoming, or being capable of becoming, immediately due and payable (or, with respect to any Swap Contract, results in such Swap Contract being terminated early or being capable of being terminated early); (e) (i) a court or other Governmental Authority (as defined in the Reimbursement Agreement) with jurisdiction to rule on the validity of the Reimbursement Agreement, the Master Indenture or any other Related Document finds, announces or rules that (A) any material provision of the Reimbursement Agreement or any other Related Document or (B) any provision of the Master Indenture relating to the security for the Series 2008C Bonds or the Obligations, the Authority s ability to pay the Obligations or perform its obligations under the Reimbursement Agreement or under the Fee Agreement 4

6 or the rights and remedies of the Bank is not a valid and enforceable agreement of the Authority; or (ii) the Authority or any other Governmental Authority of competent jurisdiction contests the validity or enforceability of the Reimbursement Agreement, any other Related Document or any provision of the Master Indenture relating to the security for the Series 2008C Bonds or the Obligations, the Authority s ability to pay the Obligations or perform its obligations under the Reimbursement Agreement or under the Fee Agreement or the rights and remedies of the Bank, or seeks an adjudication that the Reimbursement Agreement, any other Related Document or any provision of the Master Indenture relating to the security for the Series 2008C Bonds or the Obligations, the Authority s ability to pay the Obligations or perform its obligations under the Reimbursement Agreement or under the Fee Agreement or the rights and remedies of the Bank is not valid and binding on the Authority; (f) any material provision of the Reimbursement Agreement or any other Related Document (except for any Remarketing Agreement (as defined in the Reimbursement Agreement) which has been terminated due to a replacement of the Remarketing Agent (as defined in the Reimbursement Agreement)) ceases to be in full force or effect, or the Authority or any Person (as defined in the Reimbursement Agreement) acting by or on behalf of the Authority repudiates, denies or disaffirms any of the Authority s obligations under the Reimbursement Agreement or any other Related Document; (g) one or more judgments, writs or warrants of attachment or of any similar process, which, individually or in the aggregate, equal or exceed $10,000,000, are rendered against the Authority or against any of its property and any such judgment, writ, warrant or similar process is not satisfied, stayed, vacated, discharged or pending appeal for a period of 30 days, or any action is taken by a judgment creditor to attach or levy upon any revenues or assets of the Authority to enforce any such judgment; (h) (i) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the payment when due and payable of the principal of or interest on any Debt of the Authority or relating to the Airport System; (ii) under any existing or future Debtor Relief Law (as defined in the Reimbursement Agreement), the Authority seeks to have an order for relief entered with respect to it or the Airport System or seeking to adjudicate it or the Airport System insolvent or bankrupt or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or the Airport System or its Debts or any Debt relating to the Airport System; (iii) the Authority makes an assignment for the benefit of creditors; (iv) the Authority seeks appointment of a receiver, trustee, custodian or other similar official for itself or the Airport System or for any substantial part of the Authority s property, or the Authority makes a general assignment for the benefit of its creditors; (v) there is commenced against the Authority or the Airport System any case, proceeding or other action of a nature referred to in clause (ii) above and the same remains undismissed for 60 days; (vi) there is commenced against the Authority or the Airport System any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which is not vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (vii) the Authority takes action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), (iii), (iv), (v) or (vi) above; (viii) the Authority or the Airport System is generally not, or is unable to, or admits in writing its inability to, pay its Debts as they become due or (ix) there is appointed or designated with respect to the Authority or the Airport System, an entity such as an organization, board, commission, authority, agency or body to monitor, review, oversee, recommend or declare a financial emergency or similar state of financial distress with respect to the Authority or the Airport System or there is declared or introduced or proposed for consideration by the Authority or the Airport System or by any legislative or regulatory body with competent jurisdiction over the Authority or 5

7 the Airport System, the existence of a state of financial emergency or similar state of financial distress in respect of the Authority or the Airport System; (i) S&P (to the extent then providing such a rating), Moody s or Fitch (to the extent then providing such a rating) has downgraded its long term rating of any Parity Bonds (as defined in the Reimbursement Agreement) (without giving effect to any bond insurance policy or other credit enhancement) to below BBB (or its equivalent), below Baa2 (or its equivalent), or below BBB (or its equivalent), respectively, or suspended or withdrawn its rating of the same; (j) a default, event of default or termination event under the Indenture (as defined in the Reimbursement Agreement) or any of the other Related Documents occurs and is continuing, irrespective of whether said default, event of default or termination event is declared, undeclared or has been waived under the terms of the Indenture or such other Related Document, or a mandatory redemption or acceleration has occurred with respect to the Series 2008C Bonds; (k) a Determination of Taxability (as defined in the Reimbursement Agreement) or an Event of Taxability (as defined in the Reimbursement Agreement) occurs; (l) the Authority breaches any material covenant in the Remarketing Agreement or the Remarketing Agent suspends or terminates its obligations under the Remarketing Agreement and the Authority fails either to cause such breach to be cured or to replace such Remarketing Agent with a successor acceptable to the Bank in accordance with the terms of the Reimbursement Agreement within thirty (30) days thereafter; or (m) an event of default is declared against the Authority under any Credit Agreement (as defined in the Reimbursement Agreement) in accordance with its terms or any event that is an event of default by the Authority occurs under any Credit Agreement in accordance with its terms without the requirement of a declaration by a party thereto, in either event to the extent that the party thereto is pursuing any action to seek a remedy for such event of default, whether by legal process or by action taken by such party as permitted by the Credit Agreement, other than a demand by such party to the Authority to cure such event of default. Remedies. Upon the occurrence of any Event of Default, the Bank may exercise any one or more of the following rights and remedies in addition to any other remedies under the Reimbursement Agreement or by Applicable Law (as defined in the Reimbursement Agreement) provided: (a) by written notice to the Authority, require that the Authority immediately prepay to the Bank in immediately available funds an amount equal to the Available Amount (as defined in the Reimbursement Agreement) (such amount to be held by the Bank as collateral security for the Obligations); provided, however, that in the case of an Event of Default described in subparagraph (h) under the subheading Events of Default above, such prepayment of an amount equal to the Available Amount will automatically become immediately due and payable without any notice (unless the coming due of such Obligations is waived by the Bank in writing); (b) by written notice to the Authority, declare all Obligations to be, and such amounts will thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are waived by the Authority pursuant to the Reimbursement Agreement; provided that upon the occurrence of an Event of Default under subparagraph (h) under the subheading Events of Default above such acceleration will automatically occur (unless such automatic acceleration is waived by the Bank in writing); 6

8 (c) give written notice of the occurrence of an Event of Default to the Trustee directing the Trustee to cause a mandatory tender of the Series 2008C Bonds pursuant to the Tenth Supplemental Indenture, thereby causing the Royal Bank Credit Facility to expire 10 days thereafter; (d) (i) cure any default, event of default or event of nonperformance under the Reimbursement Agreement or under any of the other Related Documents which if not cured could reasonably be expected to result in a Material Adverse Effect (as defined in the Reimbursement Agreement) or (ii) exercise its banker s lien or right of set off, proceed to protect its rights by suit in equity, action at law or other appropriate proceedings, whether for specific performance of any covenant or agreement of the Authority in the Reimbursement Agreement contained or in the exercise of any power or remedy granted to the Bank under any of the Related Documents, or exercise any other rights or remedies available under any Related Document, any other agreement or at law or in equity; (e) (f) pursue any rights and remedies it may have under the Related Documents; and pursue any other action available at law or in equity. From and after the occurrence of any Event of Default, all Obligations due and owing under the Reimbursement Agreement (including, without limitation, unreimbursed Drawings, Advances and Bank Bonds) will be bear interest at the Default Rate (as defined in the Reimbursement Agreement), payable on demand. CONTINUING USE OF REMARKETING CIRCULAR The provisions of this Supplement should be read in connection with the Remarketing Circular being supplemented. Except as otherwise described herein, the provisions of the Remarketing Circular remain in full force and effect. Since the time of the Remarketing Circular, the Authority has made annual continuing disclosure filings and event notice filings regarding the Authority and its finances as contemplated by the Remarketing Circular. Such information is available at the Municipal Securities Rulemaking Board s Electronic Municipal Market Access ( EMMA ) website. Owners and potential purchasers of Series 2008C Bonds should refer to the information set forth in such filings for information regarding the Authority and its finances that is more recent than the information set forth in the Remarketing Circular, and such information should also be taken into account in making investment decisions regarding the Series 2008C Bonds. RATINGS On the effective date of the Royal Bank Credit Facility, the Series 2008C Bonds are expected to be assigned the long-term ratings of Aa1 by Moody s Investors Service ( Moody s ) and AAA by Fitch, Inc. ( Fitch Ratings ). The long-term ratings of the Series 2008C Bonds are based on the letter of credit support for the Series 2008C Bonds provided by the Bank, the underlying ratings of the Authority and the low credit correlation between the Authority and the Bank. The Series 2008C Bonds are expected to be assigned the short-term ratings of VMIG1 by Moody s and F1+ by Fitch Ratings based solely on the Royal Bank Credit Facility. Investors or potential investors in the Series 2008C Bonds should refer to such rating agencies for an explanation of the meaning and significance of such ratings. The ratings reflect only the views of Moody s and Fitch Ratings at the time the ratings were issued, and neither the Authority nor the Remarketing Agent makes any representations as to the 7

9 appropriateness of such ratings. The ratings are not a recommendation to buy, sell or hold the Series 2008C Bonds and should be evaluated independently. There is no assurance that such ratings will not be withdrawn or revised downward by Moody s or Fitch Ratings. Any such action may have an adverse effect on the market price of the Series 2008C Bonds. MISCELLANEOUS Any statements in the Remarketing Circular or this Supplement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. The Remarketing Circular and this Supplement are not to be construed as a contract or agreement between the Authority or the Remarketing Agent and the purchasers or owners of any of the Series 2008C Bonds. WCSR v6 8