BEAR STEARNS CAPITAL MARKETS INC. 383 MADISON AVENUE NEW YORK, NEW YORK 101 79 (21 2) 272-2000 CONFIRMATION DATE: "Avril 8, 2008 TO: Airport Commission of the City and County of San Francisco ATTENTION: Ben Kutnick TELEPHONE: (650) 821-2914 FACSIMILE: (650) 821-2825 FROM: Derivatives Documentation TELEPHONE: 212-2724163 FACSIMILE: 212-272-9594 SUBJECT: Fixed Income Derivatives Confirmation REFERENCE NUMBER(S): CXNE244571, a Financial Security Assurance Inc. Insured Transaction -Amended III This Confirmation is amended and supersedes all previous Confirmations regarding this Transaction. The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into on the Trade Date specified below (the "Transaction") between Bear Steams Capital Markets Inc. ("BSCM") and Airport Commission of the City and County of San Francisco ("Counterparty"). This letter agreement constitutes the sole and complete "Confirmation," as referred to in the Master Agreement specified below, with respect to this Transaction. 1. This Confurnation is subject to and incorporates the 2000 Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"). This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of July 26,2007 and as amended as of March 26, 2008 between BSCM and Counterparty (the agreement, as amended and supplemented from time to time, being referred to herein as the "Master Agreement"), All provisions contained in, or incorporated by reference to, the Master Agreement shall govern the Transaction referenced in this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and the Definitions or Master Agreement, this Confition shall prevail. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Notional Amount: (i) USD 89,856,000 for the initial Calculation Period, and (ii) the amount as detailed in the Schedule of Notional Amounts attached hereto. Trade Date: July 26,2007
Reference Number: CXNE244571,a Financial Security Assurance Inc. - Amended I11 Page 2 of 6 Effective Date: Termination Date: "May 15,2008 May 1, 2029 (such date shall be subject to adjustment in accordance with the Following Business Day Convention). Fixed Amounts: Fixed Rate Payer: Fixed Rate Payer Payment Dates: Fixed Rate Payer Period End Dates: Counterparty The first calendar day of each month during the Term of this Transaction, commencing "u1, 2008 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day convention... The first calendar day of each month during the Term of this Transaction, commencing on "u1, 2008 and ending on the Termination Date, not subject to adjustment. Fixed Rate: Fixed Rate Day Count Fraction: Floating Amounts: Floating Rate Payer: Floating Rate Payer Payment Dates: BSCM The first calendar day of each month during the Term of this Transaction, commencing 1, 2008 and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. Floating Rate Payer Period End Dates: Floating Rate: Spread: Designated Maturity The first calendar day of each month during the Term on of this Transaction, commencing on 1, 2008 and ending on the Termination Date, not subject to adjustment. (i) 61.85% of USD-LIBOR-BBA plus Spread. 34bps 1 month
Reference Number: CXNE244571, a Financial Security Assurance Inc. - Amended I11 Page 3 of 6 Floating Rate Day Count Fraction: Reset Dates: Compounding: Business Days: Calculation Agent: The first calendar day of each month during the Term of this Transaction. Inapplicable New York BSCM 3. Account DetailsISettlements: Payments to BSCM: Citibank, N.A., New York ADA Number: 021-0000-89, for the account of Bear, Steams & Co. Inc. Account Number: 0925-3186, for further credit to Bear Steams Capital Markets Inc. Sub-account Number: 101-90012-1-1 Attention: Matthew J. Redshaw Payments to Counterparty: The Bank of New York ABA#02 1 000 0 1 8 Account Number: GLA 1 1 1-565 Account Name: SFIA Issue #37C Account Number: 801 087 REF: Johanna Tokunasa (213) 630-6268 4. Contact Names at BSCM: Rate Fixings: Derivatives Operations- 347-643-1840 Payments: Derivatives Operations- 347-643-1842 Confirmation and ISDA Queries: Derivatives Documentation- 212-272-4163 5. Adjustment Event: (A) If on the later of (i) the Effective Date or (ii) the date the Related Bonds are issued or any date thereafter, 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 A (each, an "Adjustment Event ~, Date"), to the extent necessary to make such Notional Amount as of the Adjustment Event Date equal to the outstanding principal amount of the 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 BSCM as if (i) a Termination Event occurred in respect of Counterparty, (ii) Counterparty was the only Affected Party with respect to such Termination Event, BSCM 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
Reference Number: CXNE244571,a Financial Security Assurance Inc. - Amended I11 Page 4 of 6 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, BSCM will pay an amount equal to the absolute value of such Adjustment Payment to Counterparty. 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, Counterparty will not optionally cause an Adjustment Event if, in connection with such Adjustment Event, an Adjustment Payment would be payable by Counterparty to BSCM unless Counterparty provides evidence reasonably satisfactory to BSCM and the Insurer that (i) such Adjustment Payment will not cause Counterparty to be in violation of, or in default under, the documentation relating to the Related Bonds, and (ii) Counterparty 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 Counterparty to BSCM in connection with such Adjustment Event. "Related Bonds" means the Airport Commission of the City and County of San Francisco, California San Francisco International Airport Second Series Variable Rate Revenue Refunding Bonds, Issue "37B and, -3 7C". 6. Non-Issuance Termination Event: It shall be an Additional Termination Event with respect to Counterparty if the Related Bonds are not issued on or before "'May 15, 2008. For purposes of the foregoing Additional Termination Event, Counterparty shall be the sole Affected Party and this Transaction shall be the sole Affected Transaction. It shall also be an Additional Termination Event with the, Counterparty as the sole Affected Party and this Transaction the sole Affected Transaction if BSCM does not receive the Swap Insurance Policy acceptable in form and substance to BSCM by "'May 15, 2008. Notwithstanding anything to the contrary in the Schedule, BSCM may designate an Early Termination Date with respect to the foregoing Additional Termination Events without the consent of the Insurer. 7. Additional Termination Event: It shall be an Additional Termination Event with respect to the Counterparty, if at any time during the term of this Transaction, all of the Related Bonds have been paid, cancelled, redeemed or defeased. For purposes of the foregoing Additional Termination Event, Counterparty shall be the sole Affected Party and this Transaction will be the sole Affected Transaction. Notwithstanding anything to the contrary in the Schedule, BSCM may designate an Early Termination Date with respect to the foregoing Additional Termination Event without the consent of the Swap Insurer.
Reference Number: CXNE244571, a Financial Security Assurance Inc. - Amended I11 Page 5 of 6 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. Counterparty hereby agrees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSCM a facsimile of the fully-executed Confirmation to 917-849-1707. For inquiries please contact Levi Woodward by telephone at 212-272-4163. Originals will be provided for your execution upon your request. We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR STEARNS CAPITAL MARKETS INC. AIRPORT COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO By: Name: Title: (Authorized Signatory) Approved: FINANCIAL SECURITY ASSURANCE INC. By: Name: Title: (Authorized Signatory)
Reference Number: CXNE244571, a Financial Security Assurance Inc. - Amended III April 8, 2008 Page 5 of 6 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. Counterparty hereby agees to check this Confirmation and to confirm that the foregoing correctly sets forth the terms of the Transaction by signing in the space provided below and returning to BSCM a facsimile of the fdly-executed Confirmation to 917-849-1707. For inquiries please contact Levi Woodward by telephone at 212-272-4163. Originals will be provided for your execution upon your request. We are vey pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, BEAR STEARNS CAPITAL MARKETS INC. AIRF'ORT COMMISSION OF THE CITY AND COUNTY OF SAN FFWNCISCO By: Name: Title: (Authorized Signatory) Approved: FINANCIAL SE CE INC. R.,. Name: Title: (Authorized Signatory)
hrport Commission of the City and County of San Francisco Reference Number: CXNE244571, a Financial Security Assurance Inc. - Amended 111 Page 6 of 6 SCFEDULE OF NOTIONAL AMOUNTS (all such dates subject to adjustment in accordance with the Modified Following Business Day Convention)