Department of Finance city of chicago
October 15,2013
Susana Mendoza City Clerk
121 North LaSalle Street Room 107
Chicago, Illinois 60602
RE: City of Chicago, Illinois
Chicago O'Hare International Airport Senior Lien Revenue Refunding Bonds, Series 2015ABCD
Dear Ms. Mendoza:
Attached is the Closing Certificate which is required to be filed with your office pursuant to Section Part A, Article I, Section 1.2(e), Part B, Article II, Section 2.1 (b) and (f) and Section 2.7(a) and (c) of the bond ordinance, which was passed by the City Council on September 29th, 2015.
Please direct this filing to the City Council.
Chief Financial Officer
121 NORTH LASALLE STREET, ROOM 107A, CHICAGO, TLLINOIS 60602-1288
CERTIFICATE PURSUANT TO BOND ORDINANCE
Pursuant to the provisions of the ordinance adopted by the City Council of the City of Chicago (the "City") on September 24, 2015 (the "Bond Ordinance"), authorizing the issuance of the City's Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds in one or more series, the undersigned, CAROLE L. BROWN, the duly qualified and acting Chief Financial Officer of the City, hereby certifies as follows:
Except as otherwise defined herein, all defined terms contained in this Certificate shall have the same meanings, respectively, as such terms are defined in the Bond Ordinance.
Pursuant to Part A, Article I, Section 1.2(e), Part B, Article II, Section 2.1(b) and (f) and Section 2.7(a) and (c) of the Bond Ordinance, the undersigned Chief Financial Officer has determined that the Bonds (as hereinafter defined) shall be issued in an aggregate principal amount of $1,947,380,000 and in four series, such series to be designated (i) Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A in the aggregate principal amount of $428,640,000 (the "Series 2015A Senior Lien Bonds"), (ii) Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015B in the aggregate principal amount of $1,191,540,000 (the "Series 2015B Senior Lien Bonds"), (iii) Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C in the aggregate principal amount of $195,690,000 (the "Series 2015C Senior Lien Bonds") and (iv) Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015D in the aggregate principal amount of $131,510,000 (the "Series 2015D Senior Lien Bonds" and, together with the Series 2015A Senior Lien Bonds, the Series 2015B Senior Lien Bonds and the Series 2015C Senior Lien Bonds, the "Bonds"), and that the Bonds shall be dated, bear interest and mature, and shall be subject to optional and mandatory redemption prior to maturity, all as set forth in the "Schedule of Maturities" attached here to as Exhibit A. Bonds that are subject to optional redemption may be redeemed at a redemption price of 100% of the principal amount of Bonds being redeemed plus accrued interest thereon to the redemption date. Bonds subject to mandatory redemption will be redeemed at a redemption price equal to 100% of the principal amount redeemed plus accrued interest thereon to the redemption date without premium.
Pursuant to Part B, Article II, Section 2.2 and Section 2.11 of the Bond Ordinance, the net proceeds of the sale ofthe Bonds shall be applied in the manner and amounts as described in Exhibit B attached hereto, entitled "Application of Proceeds."
Pursuant to Part B, Article II, Section 2.7(a) and (b) of the Bond Ordinance, the undersigned Chief Financial Officer has determined, with the concurrence ofthe Chairman of the Committee on Finance of the City Council, that the aggregate purchase price for the Bonds shall be $2,154,914,828.26 (reflecting an underwriters' discount of $9,541,367.54 and a net original issue premium of $217,076,195.80), representing an aggregate purchase price for the Bonds which is not less than 98% of the principal amount of the Bonds (less any original issue discount which may be used in the marketing of the Bonds), plus accrued interest thereon from their date to the date of delivery thereof and payment thereof and on behalf of the City has executed and delivered a Contract of Purchase, dated October 8, 2015 between the City and J.P. Morgan Securities LLC, as representative of the underwriters as listed therein (the "Contract of Purchase").
Pursuant to Part B, Article II, Section 2.15 of the Bond Ordinance, the undersigned Chief Financial Officer has determined that the Bonds are "Common Reserve Bonds" as defined in the related Supplemental Indentures. Upon the issuance of the Bonds, the City will deposit $8,919,079.99 from proceeds of the Bonds into the Common Debt Service Reserve Sub-Fund, and that such deposit of funds into the Common Debt Service Reserve Sub-Fund is in the best financial interests of the City.
Pursuant to Part B, Article II, Section 2.7(f) of the Bond Ordinance, the undersigned Chief Financial Officer has executed a Continuing Disclosure Undertaking, dated as of October 15, 2015, evidencing the City's agreement to comply with the requirements of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, with respect to the Bonds.
Pursuant to Part B, Article II, Section 2.7(c) of the Bond Ordinance, delivered herewith for filing with the City Clerk is one copy of the Official Statement dated October 8, 2015 relating to the Bonds and an executed copy of the Contract of Purchase to be filed as soon as practicable after the delivery of the Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
-2-
INtWITNESS WHEREOF, the undersigned has hereunto subscribed her official signature this IS" day of October, 2015.
CITY OF CHICAGO
Carole L. Brown Chief Financial Officer
- Certificate Pursuant to Bond Ordinance]
/
/
EXHIBIT A
SCHEDULE OF MATURITIES
$428,640,000 Chicago O'Hare Internationa] Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT)
$1,191,540,000 Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (Non-AMT)
$195,690,000 Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C (AMT)
$131,510,000 Chicago O'Hare Internationa] Airport General Airport Senior Lien Revenue Bonds, Series 2015D (Non-AMT)
Authorization: (i) Master Indenture of Trust Securing Chicago O'Hare International Airport Senior Lien Obligations dated as of October 1, 2012 (the "Senior Lien Master Indenture") as supplemented by a Forty-Eighth Supplemental Indenture securing Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A dated as of October], 2015 (the "Forty-Eighth Supplemental Indenture"), a Forty-Ninth Supplemental Indenture securing Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015B dated as of October 1, 2015 (the "Forty-Ninth Supplemental Indenture"), a Fiftieth Supplemental Indenture securing Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C dated as of October 1, 2015 (the "Fiftieth Supplemental Indenture") and a Fifty-First Supplemental Indenture securing Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015D dated as of October 1, 2015 (the "Fifty-First Supplemental Indenture"), each from the City of Chicago (the "City") to U.S. Bank National Association, as trustee, and (ii) an ordinance adopted by the City Council ofthe City on September 24, 2015.
Dated Date: October 15, 2015.
Maturities, Interest Rates and Redemption Provisions for Series 2015A Bonds: The Series 2015A Bonds mature on January 1 in the following years, in the respective principal amount set forth opposite each such year in the following table, and the Series 2015A Bonds maturing in each such year bear interest from their date payable January 1, 2016 and semiannually thereafter on January 1 and July 1 of each year at the respective rate of interest per annum set forth opposite such year:
A-1
$428,640,000
Interest Rate
2.000% 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 4.125 4.125
General Airport Senior Lien Revenue Refunding Bonds, Serifs 2015A (AMT)
Yield
Price
Amount
$7,515,000 6,725,000 4,640,000 14,010,000 21,845,000 18,585,000 56,720,000 56,850,000 39,635,000 31,695,000 33,285,000 34,945,000 36,695,000 43,125,000 15,605,000 3,315,000 3,450,000
0.190% 1.500 2.750 2.970 3.100 3.260 3.460 3.580 3.710 3.800 3.870 3.930 3.970 4.000 4.050 4.350 4.390
100.381 110.930 114.622 114.691 115.118 113.7441 112.053 t 111.053 | 109.981 t 109.247 t 108.679 t 108.196 t 107.875 | 107.635 t 107.237 t 96.989 96.361
Maturity (January 1)
2016 2019 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037
CUS1P (167593)
QB1 QC9 QD7 QE5 QF2 QGO QH8 QJ4 QK1 QL9 QM7 QN5 QP0 QQ8 QT2 QR6 QS4
t Priced to the optional redemption date of January 1, 2025.
The Series 2015A Bonds maturing on and after January 1, 2026 are subject to redemption at the option of the Issuer on or after January 1, 2025 as a whole or in part at any time, and if in part, in such order of maturity as the Issuer shall determine and within 2015A Bonds of the same maturity and interest rate by lot, at a redemption price equal to the principal amount of each Bond to be redeemed, plus accrued interest to the date of redemption.
Maturities, Interest Rates and Redemption Provisions for Series 2015B Bonds: The Series 2015B Bonds mature on January 1 in the following years, in the respective principal amount set forth opposite each such year in the following table, and the Series 2015B Bonds maturing in each such year bear interest from their date payable January 1, 2016 and semiannually thereafter on January 1 and July 1 of each year at the respective rate of interest per annum set forth opposite such year:
A-2
$1,191,540,000
General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (non-AMT)
Maturity Interest CUSTP
(January 1) Amount Rate Yield Pricit (167593)
2016 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
$20,780,000 46,450,000 48,510,000 50,930,000 53,490,000 54,815,000 56,790,000 59,630,000 59,485,000 61,490,000 64,675,000 73,945,000 117,815,000 123,695,000 129,880,000 113,895,000 53,530,000 1,735,000
4.000% 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000
0.180% 1.320 1.570 1.850 2.140 2.420 2.670 2.800 2.990 3.140 3.270 3.380 3.470 3.570 3.620 3.650 3.700 3.750
100.805 111.530 113.921 115.577 116.547 116.974 117.074 117.749 116.074 t
114.773 t 113.658 t 112.725 t
111.969 t 111.136 i-110.7221 110.4741 110.063 t 109.654 t
QU9
QV7
QW5
QX3
QY1
QZ8
RA2
RB0
RC8
RD6
RE4
RF1
RG9
RH7
RJ3
RK0
RL8
RM6
t Priced to the optional redemption date of January 1, 2025.
The Series 2015B Bonds maturing on and after January 1, 2026 are subject to redemption at the option of the Issuer on or after January 1, 2025 as a whole or in part at any time, and if in part, in such order of maturity as the Issuer shall determine and within 2015B Bonds of the same maturity and interest rate by lot, at a redemption price equal to the principal amount of each Bond to be redeemed, plus accrued interest to the date of redemption.
Maturities, Interest Rates and Redemption Provisions for Scries 2015C Bonds: The Series 2015C Bonds mature on January 1 in the following years, in the respective principal amount set forth opposite each such year in the following table, and the Series 2015C Bonds maturing in each such year bear interest from their date payable July 1, 2016 and semiannually thereafter on January 1 and July 1 of each year at the respective rate of interest per annum set forth opposite such year:
A-3
$195,690,000
General Airport Senior Lien Revenue Bonds, Series 2015C (AMT)
Maturity Interest CUSIP
(January 1) Amount Rate Yield Price (167593)
$3,925,000 5.000% 2.180% 113.817 RN4
4,120,000 5.000 2.500 114.296 RP9
4,330,000 5.000 2.750 114.622 RQ7
4,545,000 5.000 2.970 114.691 RR5
4,770,000 3.625 3.100 104.175 RS3
4,945,000 5.000 3.260 113.7441 RT1
5,190,000 5.000 3.460 112.053 1 RU8
5,450,000 5.000 3.580 111.053 1 RV6
5,725,000 5.000 3.710 109.981 j RW4
6,010,000 5.000 3.800 109.2471 RX2
6,310,000 5.000 3.870 108.679 j RYO
6,625,000 5.000 3.930 108.196 1 RZ7
6,955,000 5.000 3.970 107.875 f SAI
7,305,000 5.000 4.000 107.635 j SB9
7,670,000 5.000 4.050 107.2371 SC7
2040 43,955,000 4.375 4.540 97.585 * SD5
2046 67,860,000 5.000 4.230 105.817 *t SE3
* Term Bond.
t Priced to the optional redemption date of January 1, 2025.
The Series 2015C Bonds maturing on and after January 1, 2026 are subject to redemption at the option of the Issuer on or after January 1, 2025 as a whole or in part at any time, and if in part, in such order of maturity as the Issuer shall determine and within 2015C Bonds of the same maturity and interest rate by lot, at a redemption price equal to the principal amount of each Bond to be redeemed, plus accrued interest to the date of redemption.
The Series 2015C Bonds maturing on January 1, 2040 are subject to mandatory redemption, in part by lot as provided in the Indenture from mandatory Sinking Fund Payments, on January 1 in each of the years and in the respective principal amounts set forth below, at a redemption price equal to the principal amounts set forth below, at a redemption price equal to the principal amount thereof to be redeemed:
2015C Bonds Maturing on January 1,2040
Year Principal Amount
$8,055,000
8,405,000
8,775,000
9,160,000
2040* 9,560,000
* Final maturity
The Series 2015C Bonds maturing on January 1, 2046 are subject to mandatory redemption, in part by lot as provided in the Indenture from mandatory Sinking Fund Payments, on January 1 in each of the years and in the respective principal amounts set forth below, at a
A-4
redemption price equal to the principal amounts set forth below, at a redemption price equal to the principal amount thereof to be redeemed:
2015C Bonds Maturing on January 1,2046
Year Principal Amount
$9,975,000
10,475,000
11,000,000
11,550,000
12,125,000
2046* 12,735,000
* Final maturity
Maturities, Interest Rates and Redemption Provisions for Series 2015D Bonds: The Series 2015D Bonds mature on January 1 in the following years, in the respective principal amount set forth opposite each such year in the following table, and the Series 2015D Bonds maturing in each such year bear interest from their date payable July 1, 2016 and semiannually thereafter on January 1 and July 1 of each year at the respective rate of interest per annum set forth opposite such year:
Maturity (January 1) 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2035 2040 2046
$131,510,000
General Airport Senior Lien Revenue Bonds, Series 2015D (non-AMT)
Price 115.577 116.547 116.974 117.074 117.749 116.074 t 114.773 t 113.658 t 112.725 | 111.969 t 111.136 t 100.000 99.332 * 98.264 * 108.437 *t
Rate 5.000% 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 5.000 4.000 4.000 4.125 5.000
Interest
Yield
1.850% 2.140 2.420 2.670 2.800 2.990 3.140 3.270 3.380 3.470 3.570 4.000 4.050 4.240 3.900
Amount $2,685,000 2,820,000 2,960,000 3,110,000 3,265,000 3,425,000 3,595,000 3,775,000 3,965,000 4,165,000 4,370,000 4,590,000 14,905,000 29,165,000 44,715,000
CUS1P (167593) SF0 SG8 SH6 SJ2 SK9 SL7 SM5 SN3 SP8 SQ6 SR4 SS2 ST0 SU7 SV5
* Term Bond.
t Priced to the optional redemption date of January 1, 2025.
The Series 2015D Bonds maturing on and after January 1, 2026 are subject to redemption at the option of the Issuer on or after January 1, 2025 as a whole or in part at any time, and if in part, in such order of maturity as the Issuer shall determine and within 2015D Bonds of the same maturity and interest rate by lot, at a redemption price equal to the principal amount of each Bond to be redeemed, plus accrued interest to the date of redemption.
A-5
The Series 2015D Bonds maturing on January 1, 2035 are subject to mandatory redemption, in part by lot as provided in the Indenture from mandatory Sinking Fund Payments, on January 1 in each of the years and in the respective principal amounts set forth below, at a redemption price equal to the principal amounts set forth below, at a redemption price equal to the principal amount thereof to be redeemed:
2015D Bonds Maturing on January 1,2035
Year Principal Amount
$4,775,000
4,965,000 2035* 5,165,000
* Final maturity
The Series 2015D Bonds maturing on January 1, 2040 are subject to mandatory redemption, in part by lot as provided in the Indenture from mandatory Sinking Fund Payments, on January 1 in each of the years and in the respective principal amounts set forth below, at a redemption price equal to the principal amounts set forth below, at a redemption price equal to the principal amount thereof to be redeemed:
2015D Bonds Maturing on January 1,2040
Year Principal Amount
$5,370,000
5,590,000
5,825,000
6,065,000
2040* 6,315,000
* Final maturity
The Series 2015D Bonds maturing on January 1, 2046 are subject to mandatory redemption, in part by lot as provided in the Indenture from mandatory Sinking Fund Payments, on January 1 in each of the years and in the respective principal amounts set forth below, at a redemption price equal to the principal amounts set forth below, at a redemption price equal to the principal amount thereof to be redeemed:
2015D Bonds Maturing on January 1,2046
Year Principal Amoun t
$6,575,000
6,900,000
7,250,000
7,610,000
7,990,000
2046* 8,390,000
* Final maturity
A-6
I
EXHIBIT B APPLICATION OF BOND PROCEEDS
SOURCES AND USES OF FUNDS
CITY OF CHICAGO CHICAGO CHARE INTERNATIONAL AIRPORT Qeenral Airport Senior Lien Revenue end Revenue Re'und'ng Bonds Series 2015A-D FINAL VERIFIED NUMBERS
Proposed AMT Proposed Non-AMT
Current Current
Rflfunding Refunding Series
Series 2015A 20156
Proposed
Proposed AMT Non-AMT New New Money Money Senes Scries 2015C 2015D
RonrJ Proceeds.
Par Amount
Net Premiun/CID
428.6iaOCO.DO 42,201288.20
1.191.540.0OO.0C 154,818,367.50
195.690.000 00 11,301 085 20
131 510 000 00 8 751 450 90
1.847,380,000 00 217,076 195 80
470,843.268.20 1,346,358,367.50 206.993 039.20 140 261 450 90 2.164,456 195.80
Proposed AMT Proposed Non-AMT Proposed
Current Cuvent Proposed AMT Non-AMT New
Refunding Refunding Series New Money Money Scries
Series 20I5A 2015B Series 201EC 2G'5D
Prqect Fund Deposits. Construction Fund
AM I CP Pr napal Redeemed by AMT Bonds Non-AMT CP Pnncipal Redeemed by Non-AMT Bonds Taxable CP Pnncrpal Redeemed by AMT Bonds Taxable CP Principal Redeemed by Non-AMT Bonds AMT CP Interest Redeemed by AMT Bonds Non-AMT C° Interest Redeemed by Non-AMT Bonds Taxable CP Interest Redeemed by AMT Bonds
130.278,081.92 43,552.000 00
16,236.871 52
1.694 51
13,243 53
190.082.091.49 133 040 823 82
19G.319.500 72 43.552 000 00 7,474,000 00 16,236 871 52 59,525,128 48 1.894 51 220 04 13.243 53
323.122 915.30
Refunding Escrow Deposits Cash Deposit
Otncr FLnd Deposits
Capitalized Interest Fund Debt Service Reserve Fund
10,391.021 52 _ 5,316.526 37 ' 15.707,547 89 '
2808 438.22 3 602 553 62
13.199.409 74 3.919,079 99
22.118 539 73
Delivery Date Expenses: Cost of Issuance Undenvr tor's Discount
429,195 00 :,177,aC7 B3
2.607.002 83
1.227,266 74 0.6G9.629 03
6 896.895 77
188.6B3.59 1 012.977 04
1.201,660 63
127,854 67 680.953.64
1,973.000 00 9 541,367 04
Other Uses of Funds: Additional Pnrceeds
470,643.288.20 1.346,358,357 50 206,993,069 20 140 261.450 90 2.16M06.195 80
Notes
Refunding of certain AMT Bonds to Non-AMT based on 2015 Tax Analysis
DSRF Deposit is sized based on curreit Common Reserve recuirement less current cash balance on hand New money project funding end tax designation hnsed on new mnney project list provided by CDA on 8/21/15 Assumes phased CAPI funding based on DBO dates for cacn project, provided by CDA on 8/28/15 CAPI ne*. funded assuming 0.1% investment rate
New Money is 30-year ;ptus small partial year) of level debt service with principal starting in 2021 in order to smooth overall Common Reserve DS
Refunding fl-st interest payment date cf '/1/2016: now money interest payment date of 7/1/2016
Assumes 2015 Rates and Charges colectiuns for Refunded Bonds remain the same pre- and post-refunding
Oc: 7, 2015 4b/pm Prepared Dy J.P f/organ Secunties LLC
B-1
ACKNOWLEDGMENT OF FILING
Pursuant to the foregoing CERTIFICATE PURSUANT TO BOND ORDINANCE (the "Certificate") of the Chief Financial Officer of the City of Chicago (the "City") executed and delivered in connection with the issuance of the City's $428,640,000 aggregate principal amount of the City's Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (the "Series 2015A Senior Lien Bonds"), $1,191,540,000 aggregate principal amount of the City's Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (the "Series 2015B Senior Lien Bonds"), $195,690,000 aggregate principal amount of the City's Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C (the "Series 2015C Senior Lien Bonds") and $131,510,000 aggregate principal amount of the City's Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015D (the "Series 2015D Senior Lien Bonds" and, together with the Series 2015A Senior Lien Bonds, the Series 2015B Senior Lien Bonds and the Series 2015C Senior Lien Bonds, the "Bonds"), the following documents have been filed in the office of the City Clerk of the City and is part of the official files and records of said office:
One executed copy of the Certificate;
One copy of the Official Statement dated October 8, 2015 relating to the Bonds; and
One executed copy of the Contract of Purchase dated October 8, 2015 relating to the Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
I
I
I
IN WITNESS WHEREOF, I have hereunto affixed my signature^nd caused to be affixed hereto the corporate seal of the City of Chicago, Illinois this ^Scfey of October, 2015.
Susana A. Mendoza City Clerk, City of Chicago
[Signature Page — Acknowledgment of Filing]
Execution Copy
$1,947,380,000 CITY OF CHICAGO CHICAGO O'HARE INTERNATIONAL AIRPORT
$428,640,000 General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT)
$1,191,540,000 General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (Non-AMT)
$195,690,000 General Airport Senior Lien Revenue Bonds, Series 2015C (AMT)
$131,510,000 General Airport Senior Lien Revenue Bonds, Series 2015D (Non-AMT)
CONTRACT OF PURCHASE
October 8,2015
City of Chicago
Office of Chief Financial Officer 121 North LaSalle Street, 7th Floor Chicago, Illinois 60602 Attn: Chief Financial Officer
The undersigned, J.P. Morgan Securities LLC (the "Representative"), acting on behalf of itself and the other underwriters named in the list attached hereto marked Schedule I, on whose behalf the Representative is duly authorized to act (hereinafter, each individually referred to as "Underwriter" and collectively, with the Representative, referred to as the "Underwriters"), offers to enter into this Contract of Purchase (the "Contract of Purchase") with the City of Chicago, a municipal corporation and a home rule unit of local government duly organized and existing under the laws of the State of Illinois (the "City"). This offer is made subject to the City's acceptance of this Contract of Purchase on or before 5:00 p.m., Chicago time, on October 8, 2015. Except as otherwise defined herein, capitalized terms used herein shall have the same meanings as defined in the Official Statement (as defined below).
1. Purchase and Sale. Upon the terms and conditions and in reliance upon the representations, warranties and covenants set forth herein, the Underwriters, jointly and severally, hereby agree to purchase from the City, and the City hereby agrees to sell to the Underwriters, all (but not less than all) ofthe City's $1,947,380,000 aggregate principal amount of (a) Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A and Series 2015B (the "Chicago O'Hare International Airport Senior Lien Revenue Refunding Bonds, Series 2015A" and "Chicago O'Hare International Airport Senior Lien Revenue Refunding Bonds, Series 2015B"), and (b) Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C and Series 2015D (the "Chicago O'Hare International Airport Senior Lien Revenue Bonds, Series 2015C" and "Chicago O'Hare International Airport Senior Lien Revenue Bonds, Series 2015D" together with the Chicago O'Hare International Airport Senior Lien Revenue Refunding Bonds, Series 2015A and Chicago O'Hare International Airport Senior Lien Revenue Refunding Bonds, Series 2015B, the "2015 Senior Lien Bonds"). The 2015 Senior Lien Bonds will be issued in
four series:
$428,640,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT) (the "2015A Senior Lien Bonds");
$1,191,540,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 20I5B (Non-AMT) (the "201 SB Senior Lien Bonds");
$195,690,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C (AMT) (the "2015C Senior Lien Bonds"); and
$131,510,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015D (Non-AMT) (the "2015D Senior Lien Bonds").
The 2015 Senior Lien Bonds shall: (a) be dated as of their date of delivery, (b) have the maturities and shall bear interest at the rates per annum set forth in Exhibit A hereto and (c) have the redemption features and the further terms set forth in Exhibit A and in the Official Statement of the City, dated the date hereof, relating to the 2015 Senior Lien Bonds (such Official Statement, including the cover page and all appendices included therein, is hereinafter called the "Official Statement," except that if the Official Statement shall have been amended with the approval of the Representative between the date hereof and the date upon which the 2015 Senior Lien Bonds are delivered for the Underwriters' account with The Depository Trust Company, New York, New York ("DTC"), the term "Official Statement" shall refer to the Official Statement, as so amended).
The Underwriters agree to purchase all (but not less than all) of the 2015 Senior Lien Bonds if the conditions of Closing (as defined in Section 6 hereof) are satisfied. The aggregate purchase price for the 2015 Senior Lien Bonds shall be $2,154,914,828.26 (reflecting a par value of $1,947,380,000.00 less an underwriters' discount of $9,541,367.54 plus a net original issue premium of $217,076,195.80) consisting of the purchase price for each Series of 2015 Senior Lien Bonds as set forth in Exhibit B hereto (the "Purchase Price"). The Underwriters agree to make a bona fide public offering of all of the 2015 Senior Lien Bonds at prices not in excess of the respective initial offering prices (or yields not less than the yields) set forth in Exhibit A hereto, it being understood and agreed that after the initial offering the Representative reserves the right to change such public offering prices (or yields) as the Underwriters deem necessary in connection with the marketing of the 2015 Senior Lien Bonds.
The Representative will provide the City and Co-Bond Counsel (as defined herein) with a closing certificate confirming the yields and prices of the 2015 Senior Lien Bonds, and the Underwriters acknowledge that the City and Co-Bond Counsel will rely on said certificate to establish the yield on the 2015 Senior Lien Bonds, and that such reliance is material to the City in entering into this Contract of Purchase in connection with the delivery of the 2015 Senior Lien Bonds.
The City acknowledges and agrees that: (i)the primary role of the Underwriters, as underwriters, is to purchase securities for resale to investors, in an arm's length commercial transaction between the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the City; (ii) the Underwriters are acting solely as principals and are not acting as municipal advisors, financial advisors or fiduciaries to the City and have not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the|1010|
discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the City on other matters); (iii) the only obligations the Underwriters have to the City with respect to the transaction contemplated hereby expressly are set forth in this Contract of Purchase; and (iv) the City has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate.
Official Statement. The City ratifies and consents to the distribution and use by the Underwriters, prior to the date hereof, of the Preliminary Official Statement of the City dated September 25, 2015 relating to the 2015 Senior Lien Bonds (the "Preliminary Official Statement"). For purposes of Rule 15c2-12 ("Rule 15c2-12") of the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Preliminary Official Statement is "deemed final" by the City as of its date. As soon as practicable, but not more than seven (7) business days after the City's acceptance hereof, and in any event not later than two (2) business days before the Closing Date, the City shall deliver, or cause to be delivered, to the Representative six copies of the Official Statement, signed on behalf ofthe City by the Authorized Officer, and the Official Statement so delivered shall be "final" for purposes of Rule 15c2-12. The Official Statement shall be in substantially the same form as the Preliminary Official Statement and, other than information previously permitted to have been omitted by Rule 15c2-12, the City shall only make such other additions, deletions and revisions in the Official Statement which are approved by the Representative. The City hereby agrees to deliver to the Underwriters an electronic copy of the Official Statement in a form that permits the Underwriters to satisfy their obligations under the rules and regulations of the Municipal Securities Rulemaking Board (the "MSRB") and the Commission. The City shall provide, or cause to be provided, at its expense, to the Underwriters as soon as practicable, but not more than seven (7) business days after the City's acceptance of this Contract of Purchase and in time which, in the Representative's opinion, is sufficient to accompany any confirmation that requests payment from any customer, copies of the Official Statement in such quantity which, in the Representative's opinion, is sufficient to comply with the rules of the Commission and the MSRB with respect to the distribution of the Official Statement. The City authorizes the Underwriters to use and distribute the Official Statement in connection with the public offering and sale of the 2015 Senior Lien Bonds. To the extent required by applicable law, the City hereby authorizes the Representative, and the Representative hereby agrees, to file a copy of the Official Statement with the MSRB.
Authorization. The 2015 Senior Lien Bonds will be issued under the authority granted to the City as a home rule unit of local government under the Illinois Constitution of 1970. The 2015 Senior Lien Bonds will be issued pursuant to an ordinance adopted by the City Council of the City on September 24, 2015 (the "Bond Ordinance"). The 2015 Senior Lien Bonds will also be issued and secured under the Master Indenture of Trust Securing Chicago O'Hare International Airport General Airport Revenue Senior Lien Obligations dated as of September 1, 2012 (the "Senior Lien Master Indenture") from the City to U.S. Bank National Association, Chicago, Illinois, as successor trustee to LaSalle Bank National Association (the "Trustee"), as supplemented by the Forty-Eighth Supplemental Indenture (the "Forty-Eighth Supplemental Indenture"), the Forty-Ninth Supplemental Indenture (the "Forty-Ninth Supplemental Indenture"), the Fiftieth Supplemental Indenture (the "Fiftieth Supplemental Indenture"), and the Fifty-First Supplemental Indenture (the "Fifty-First Supplemental Indenture" and collectively with the Forty-Eighth Supplemental Indenture, the Forty-Ninth Supplemental Indenture, and the Fiftieth Supplemental Indenture, the "Supplemental Indentures"), each dated as of October 1, 2015 and each from the City to the Trustee. The Senior Lien Master Indenture as supplemented by the Supplemental Indentures and as it may be amended and supplemented from time to time in accordance with its terms, is collectively herein referred to as the "Senior Lien Indenture."|1010|
4. Representations and Warranties of the City. The City hereby represents and warrants to the Underwriters as follows:
The City is a municipal corporation and home rule unit of local government, organized and existing under the Constitution and the laws of the State of Illinois.
The City has all requisite legal right, power and authority to adopt and comply with the Bond Ordinance; to execute, issue and deliver the 2015 Senior Lien Bonds; to execute, deliver and comply with this Contract of Purchase, the General Tax Certificate and the Tax Compliance Certificate each from the City (together, the "Tax Compliance Certificate") dated as of the Closing Date (as hereinafter defined), the Senior Lien Indenture, the Airport Use Agreements, the Continuing Disclosure Undertaking ofthe City relating to the 2015 Senior Lien Bonds pursuant to Rule 15c2-12 (the "Undertaking") and to execute and deliver the Official Statement. The execution and delivery of this Contract of Purchase, the Tax Compliance Certificate, the 2015 Senior Lien Bonds, the Airport Use Agreements, the Undertaking and the Senior Lien Indenture, and the adoption of the Bond Ordinance and the issuance of the 2015 Senior Lien Bonds thereunder, the execution and delivery by the City of the Official Statement and the use by the Underwriters of the Preliminary Official Statement and the Official Statement have been duly authorized by all necessary action on the part ofthe City.
This Contract of Purchase, the Airport Use Agreements, the Official Statement, the Senior Lien Master Indenture and the Supplemental Indentures have been, and the Tax Compliance Certificate, the Undertaking, and the 2015 Senior Lien Bonds (when delivered and paid for at the Closing) shall be, duly authorized, executed, delivered and (in the case of the 2015 Senior Lien Bonds) authenticated by the Trustee and issued by the City. This Contract of Purchase, the Senior Lien Indenture, the Tax Compliance Certificate, and the Undertaking (when each is executed and delivered) and the 2015 Senior Lien Bonds (when issued, executed, authenticated and delivered) shall constitute legal, valid and binding obligations of the City, enforceable in accordance with their terms (except to the extent that enforceability may be limited by bankruptcy, insolvency and other laws affecting creditors' rights or remedies and the availability of equitable remedies generally). The Bond Ordinance has been duly and lawfully adopted and is in full force and effect and is valid and binding upon the City. When delivered and paid for at the Closing, the 2015 Senior Lien Bonds shall be entitled to the benefits and the security of, and shall be subject to the terms and conditions set forth in, the Senior Lien Indenture.
The adoption of the Bond Ordinance; the execution and delivery of this Contract of Purchase, the Senior Lien Indenture, the Tax Compliance Certificate, the Undertaking, and the Official Statement and the compliance of the City with the terms and conditions thereof (except the Official Statement) and of the Bond Ordinance, and the Airport Use Agreements, and the issuance and sale ofthe 2015 Senior Lien Bonds, do not and will not: (i) in any material respect conflict with or constitute on the part of the City a material breach of or material default under any agreement, indenture, mortgage, lease or other instrument to which the City is a party or by or to which it is bound; or (ii) in any material respect conflict with or result in a violation by the City of the Constitution of the United States of America (the "United States") or of the State of Illinois or any other law, ordinance, regulation, order, decree, judgment or ruling by or to which it is bound. The City is not in breach of or default under the Bond Ordinance, the Airport Use Agreements, or the Senior Lien Indenture or any applicable law or administrative regulation of the State of Illinois or the United States or any department, division, agency or instrumentality of either or any applicable judgment or decree|1010|
to which the City is subject, or any loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, which breach or default would in any way materially adversely affect the 2015 Senior Lien Bonds, the operation of O'Hare, the City's authority to impose or collect fees, rentals, or charges defined in the Airport Use Agreements as "Airport Fees and Charges" that constitute Revenues or the collection of Revenues or the authorization or issuance of the 2015 Senior Lien Bonds, and no event has occurred and is continuing which, with the passage of time or the giving of notice or both, would constitute such a breach or default. Neither the adoption of the Bond Ordinance and compliance with the provisions thereof nor the execution and delivery by the City of the Supplemental Indentures, the 2015 Senior Lien Bonds, the Undertaking, or this Contract of Purchase nor the performance by the City of its obligations under the Senior Lien Master Indenture, the Supplemental Indentures, the 2015 Senior Lien Bonds, the Airport Use Agreements, the Undertaking, or this Contract of Purchase violates any applicable law or administrative regulation of the State of Illinois or the United States or any department, division, agency or instrumentality of either or any applicable judgment or decree to which the City is subject, or conflicts in a material manner with, or constitutes a material breach of or a material default under any loan agreement, bond, note, resolution, ordinance, indenture, agreement or other instrument to which the City is a party or is otherwise subject. The City has not received any judicial or administrative notice which in any way questions the federal tax-exempt status of interest on the 2015 Senior Lien Bonds.
Except as disclosed in the Official Statement, no litigation or other proceeding before or by any court or agency or other administrative body is pending against the City or, to the knowledge of the City, threatened against it, in any way restraining or enjoining, or threatening or seeking to restrain or enjoin, the issuance, sale or delivery ofthe 2015 Senior Lien Bonds or in any way questioning or affecting: (i) the proceedings under which the 2015 Senior Lien Bonds are to be issued; (ii) the validity or enforceability of any provision of the 2015 Senior Lien Bonds, the Senior Lien Master Indenture, the Tax Compliance Certificate, the Bond Ordinance, the Supplemental Indentures, the Airport Use Agreements, the Undertaking, or this Contract of Purchase; (iii) the 2015 Airport Projects; (iv) the accuracy or completeness of the Official Statement; (v) the legal existence of the City or its right to conduct its operations as conducted; or (vi) the title of its Mayor, City Comptroller, Chief Financial Officer, the Commissioner of the Chicago Department of Aviation, or City Clerk to their respective offices in such manner as to adversely affect the ability of the City to authorize the issuance, sale or delivery of the 2015 Senior Lien Bonds.
Except as disclosed in the Official Statement, there is no litigation or other proceeding pending or, to the City's knowledge, threatened against the City before or by any court, agency or other administrative body, nor any other event or circumstance, wherein an unfavorable decision, ruling or finding would have a material adverse effect on the validity or enforceability of the 2015 Senior Lien Bonds, the Bond Ordinance, the Senior Lien Indenture, the Tax Compliance Certificate, the Undertaking, the Airport Use Agreements, or this Contract of Purchase, or the City's authority to impose or collect fees, rentals or charges, in each case that constitute Revenues.
Other than liens and encumbrances described in the Official Statement, there are no liens or encumbrances on the Revenues or the funds or accounts pledged pursuant to the Senior Lien Indenture.
All approvals, consents and other actions by, and all filings or registrations with or notices to, any governmental or administrative authority or agency having jurisdiction in the|1010|
matter required as a condition precedent to the execution and delivery by the City of the 2015 Senior Lien Bonds, the Tax Compliance Certificate, the Supplemental Indentures, the Undertaking, or this Contract of Purchase, have been obtained and are in full force and effect.
(i) The financial statements of O'Hare contained in the Official Statement fairly present the financial position and results of operation of O'Hare as of the dates and for the periods therein set forth, and the City has no reason to believe that such financial statements have not been prepared in accordance with generally accepted accounting principles as consistently applied to governmental units, except as otherwise noted therein.
(j) Any certificate signed by any elected or appointed officer or official of the City and delivered to the Underwriters pursuant to this Contract of Purchase shall be deemed a representation and warranty by the City to the Underwriters as to the statements made therein with the same effect as if such representation and warranty were set forth herein.
(k) To the knowledge of the Chief Financial Officer and based on the representation ofthe Underwriters contained in Section 10 hereof, no person holding office of the City, either by election or appointment, is in any manner interested, either directly or indirectly, in any contract being entered into or the performance of any work to be carried out in connection with the issuance and sale of the 2015 Senior Lien Bonds and upon which said officer may be called upon to act or vote; provided, however, that nothing in this Section 4(k) shall give rise to a cause of action by the Underwriters against the City.
(1) Except for information which is permitted to be omitted pursuant to Rule 15c2-12(b)(1), the Preliminary Official Statement, as of its date and as of the date hereof was and is true and correct in all material respects and did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the City makes no representation or warranty with regard to the information included in the Preliminary Official Statement under the following captions: "INTRODUCTION - REGARDING USE OF THE OFFICIAL STATEMENT," "TAX MATTERS," "UNDERWRITING," or the information included in the Preliminary Official Statement in APPENDICES E, F and G thereto. The Official Statement as ofthe date hereof is, and as of the Closing Date (as defined herein) will be, true and complete in all material respects, and the Official Statement does not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and any amendments or supplements to the Official Statement prepared and furnished by the City pursuant hereto will not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the City makes no representation or warranty with regard to the information included in the Official Statement under the following captions: "INTRODUCTION - REGARDING USE OF THE OFFICIAL STATEMENT," "TAX MATTERS," "UNDERWRITING," or the information included in the Official Statement in APPENDICES E, F and G thereto.
(m) Except as described in the Official Statement, during the last five years, the City has not failed to materially comply with any previous continuing disclosure undertaking that it has entered into in accordance with Rule 15c2-12.
|1010|
I
i
I|1010|!
5. Covenants of Ihe City. In connection with the purchase and sale of the 2015 Senior Lien Bonds, pursuant to this Contract of Purchase, the City hereby covenants that:
The City will make available such information, execute such instruments and take such other action in cooperation with the Underwriters as the Representative may reasonably request to (i) qualify the 2015 Senior Lien Bonds for offer and sale under the securities laws and regulations of such states and other jurisdictions of the United States as the Representative or Co-Counsel for the Underwriters may designate in writing and (ii) determine the eligibility of the 2015 Senior Lien Bonds for investment under the laws of such states and other jurisdictions, and will advise the Underwriters immediately of receipt by the City of any written notification with respect to the suspension of the qualification ofthe 2015 Senior Lien Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; provided, however, that nothing in this clause (a) shall require the City to consent to service of process in any state or jurisdiction other than the State of Illinois.
The City will cooperate to make available such information, execute such instruments and take such other action in. cooperation with the Underwriters as the Representative may reasonably request to assist the Underwriters in attempting to qualify the 2015 Senior Lien Bonds with DTC.
The City will not amend or supplement the Official Statement without the consent of the Representative, which consent will not be unreasonably withheld. From the date hereof until the earlier of (i) 90 days from the end of the underwriting period (as defined in Rule 15c2-12) or (ii) the time when the Official Statement is available to any person from the MSRB, but in no case fewer than 25 days following the end of the underwriting period (as defined in Rule 15c2-12), if any event occurs as a result of which it may be necessary to amend or supplement the Official Statement in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the City will notify the Representative and Co-Counsel to the Underwriters in writing of such event and, if such event requires, in the opinion of the City, the Representative or Co-Counsel to the Underwriters, an amendment or supplement to the Official Statement, at the City's expense the City will amend or supplement the Official Statement in a form and in a manner jointly approved by the City and the Representative, which approval will not be unreasonably withheld, so that the statements in the Official Statement, as so amended or supplemented, will not, in light of the circumstances under which they were made, be misleading.
The 2015 Senior Lien Bonds and the Bond Ordinance conform to the descriptions thereof contained in the Official Statement under the captions "THE 2015 SENIOR LIEN BONDS" and "SECURITY FOR THE 2015 SENIOR LIEN BONDS", and the City shall apply the proceeds of the 2015 Senior Lien Bonds in accordance with the Bond Ordinance and the Senior Lien Indenture.
Between the date of this Contract of Purchase and the Closing Date, the City will not, without the prior written consent of the Representative, issue or enter into any contract to issue any bonds, notes or other obligations for borrowed money payable from the Revenues and, subsequent to the respective dates as of which information is given in the Official Statement and up to and including the Closing Date, the City has not incurred and will not incur with respect to O'Hare any material liabilities other than those occurring in the ordinary course of operating O'Hare and the construction of improvements thereto, direct or contingent, nor will there be any action, or any failure to act, on the part of the City which would result in an adverse change of a material nature in the financial position, results of|1010|
operations or condition, financial or otherwise, of O'Hare, except as described in the Official Statement.
(f) In order to assist the Underwriters in complying with Rule 15c2-12, the City will undertake, pursuant to the Undertaking, to provide annual financial information and notices of the occurrence of specified events. The Undertaking shall be substantially in the form described in the Preliminary Official Statement and Official Statement, with such changes as may be reasonably approved by the Representative and the City.
Closing. The delivery of and payment for the 2015 Senior Lien Bonds is herein called the "Closing." The Closing shall take place on October 15, 2015 (the "Closing Date") at the offices of Katten Muchin Rosenman LLP, 525 West Monroe Street, Chicago, Illinois or on such other date or at such other place as shall have been mutually agreed upon by the City and the Representative as the date on or place at which the Closing shall occur. Delivery of the 2015 Senior Lien Bonds shall be made to the Underwriters by way of delivery to the Trustee as agent for DTC pursuant to the FAST system on the Closing Date. Simultaneous with such delivery and provided that all conditions to the obligations ofthe Underwriters set forth in Section 7 hereof have been satisfied and all documents and instruments required to be delivered pursuant to Section 7(d) hereof are in form and substance satisfactory to the Representative, the Underwriters shall cause the Purchase Price for the 2015 Senior Lien Bonds as described in Section 1 hereof, to be paid by wire transfer of federal funds payable to or for the account of the City. The 2015 Senior Lien Bonds shall be delivered in the manner described above in the form of one fully registered bond per maturity as set forth in the Senior Lien Indenture. The City shall release or authorize the release ofthe 2015 Senior Lien Bonds on the Closing Date upon receipt of payment for the 2015 Senior Lien Bonds as aforesaid. In addition, the City and the Underwriters agree that there shall be a preliminary closing held at the same place as the Closing, commencing at least one business day prior to the Closing Date. It is anticipated that CUS1P identification numbers will be printed on the 2015 Senior Lien Bonds, but neither the failure to print such number on any 2015 Senior Lien Bonds nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept delivery of and pay for the 2015 Senior Lien Bonds in accordance with the terms of this Contract of Purchase. All expenses in relation to the printing of CUSIP numbers on the 2015 Senior Lien Bonds and the CUSIP Service Bureau charge for the assignment of such numbers shall be paid for by the Underwriters.
Conditions of Closing. The Representative has entered into this Contract of Purchase on behalf of itself and the other Underwriters in reliance upon the representations, warranties and covenants ofthe City contained herein and to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of its obligations hereunder and under the aforesaid documents and instruments at or prior to the date of the Closing. Accordingly, the Underwriters' obligations under this Contract of Purchase to purchase, to accept delivery of and to pay for the 2015 Senior Lien Bonds are subject to the performance by the City of its obligations to be performed hereunder and under such aforesaid documents and instruments at or prior to the Closing, and are also subject to the following conditions:
The representations and warranties of the City contained herein and in the Senior Lien Indenture will be true, complete and correct on the date hereof and on and as of the Closing Date with the same effect as if made on the Closing Date.
At the time of the Closing, (i) the Bond Ordinance, the Senior Lien Indenture, the Tax Compliance Certificate, the Airport Use Agreements and the Undertaking will be in full force and effect, and will not have been amended, modified or supplemented since the date hereof, unless agreed to in writing by the Representative as provided herein, and the Official Statement will not have been amended, modified, or supplemented, except as may have been|1010|
agreed to as provided herein; and (ii) all necessary action on the part ofthe City relating to the issuance of the 2015 Senior Lien Bonds will have been taken and will be in full force and effect and will not have been amended, modified or supplemented, except with the written consent of the Representative.
(c) The Representative has the right to terminate the Underwriters' obligations under this Contract of Purchase to purchase, to accept delivery of and to pay for the 2015 Senior Lien Bonds by notifying the City of its election to do so if, after the execution hereof and prior to the Closing:
the marketability of the 2015 Senior Lien Bonds or the market price thereof, in the reasonable opinion of the Representative, has been materially adversely affected by an amendment to the Constitution of the United States or of the State of Illinois or by federal or state legislation or by a decision of any federal or State court or any ruling or regulation (final or temporary) on behalf of the Treasury Department of the United States, the Internal Revenue Service or other federal or State authority, affecting the tax status of the City or its property, revenues or income, bonds (including the 2015 Senior Lien Bonds) or the interest thereon; or
legislation shall be enacted by the Congress of (he United States, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either house of Congress by any committee of such house, or passed by either house of Congress, or a decision shall have been rendered by a court of the United States or the United States Tax Court, or a ruling shall have been made or a regulation shall have been proposed or made by the Treasury Department of the United States or the Internal Revenue Service, with respect to the federal taxation of interest received on obligations ofthe general character ofthe 2015 Senior Lien Bonds, which, in the reasonable opinion of Co-Bond Counsel (as hereinafter defined) to the City has, or will have, the effect of making such interest subject to inclusion in gross income for purposes of federal income taxation; or
legislation shall have been enacted or a bill shall be favorably reported out of committee of either house of Congress, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the Commission or any other agency of the federal government having jurisdiction ofthe subject matter shall be made, to the effect that the 2015 Senior Lien Bonds are not exempt from the registration requirements ofthe Securities Act of 1933, as amended (the "1933 Act") or the Exchange Act, or the Senior Lien Indenture is not exempt from the qualification requirements of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"); or
a stop order, ruling, regulation or official statement by the Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the 2015 Senior Lien Bonds or the effectiveness of the Senior Lien Indenture, as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the federal securities laws, including the 1933 Act, the Exchange Act or the Trust Indenture Act; or
there shall have occurred any declaration of war involving the United States, or an escalation in any conflict involving the armed forces of any country, or|10 10|
any other national emergency relating to the effective operation ofthe government or the financial community, or any outbreak or escalation of hostilities or any acts of terrorism or any local, national or international calamity or crisis, the effect of which, in the Representative's reasonable opinion would materially adversely affect the marketability or market price ofthe 2015 Senior Lien Bonds; or
there shall have occurred a general suspension of trading on the New York Stock Exchange or a material disruption in securities settlement, payment or clearance services shall have occurred; or
a general banking moratorium shall have been declared by United States, State of Illinois or State of New York authorities; or
an event occurs which requires an amendment or supplement to the Official Statement as contemplated in Section 5(c) hereof, which event, in the Representative's reasonable opinion, materially adversely affects the market price ofthe 2015 Senior Lien Bonds or makes it, in the Representative's reasonable opinion, impracticable or inadvisable to proceed with the delivery of the 2015 Senior Lien Bonds on the terms and in the manner contemplated by the Official Statement specifically including, but not limited to, the issuance by any court or administrative agency of an order or decision enjoining, staying, or otherwise limiting (A) the O'Hare Modernization Program, or (B) any governmental action, authorization, or funding in support ofthe O'Hare Modernization Program; or
the ratings of the 2015 Senior Lien Bonds of "A" (Stable Outlook) by Standard & Poor's Financial Services LLC, "A-" (Positive Outlook) by Fitch Ratings, and "A+" (Stable Outlook) by Kroll Bond Rating Agency, Inc. shall have been downgraded or withdrawn by a national rating service or a national rating service shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the 2015 Senior Lien Bonds, other than as disclosed in the Official Statement, which event or events, in the Representative's reasonable opinion, materially adversely affects the market price ofthe 2015 Senior Lien Bonds or make it, in the reasonable opinion of the Representative, impracticable or inadvisable to proceed with the delivery of the 2015 Senior Lien Bonds on the terms and in the manner contemplated by the Official Statement; or
a committee of the House of Representatives or the Senate of the Congress ofthe United States shall have pending before it legislation, which legislation, if enacted in its form as introduced or amended, would have the purpose of amending or repealing regulations or approvals, which in the Representative's reasonable opinion materially adversely affect the market price of the 2015 Senior Lien Bonds or make it, in the reasonable opinion of the Representative, impracticable or inadvisable to proceed with the delivery of the 2015 Senior Lien Bonds on the terms and in the manner contemplated by the Official Statement; or
there shall have occurred since the date of this Contract of Purchase any materially adverse change in the affairs or financial condition of O'Hare, except for changes which the Official Statement discloses are expected to occur.
(d) At or prior to the Closing, the Representative has received each of the following documents:
10
six copies of the Official Statement of the City, manually executed by an Authorized Officer;
a copy, duly certified by an Authorized Officer, of the Bond Ordinance as adopted by the City Council of the City;
the approving opinions dated the date of the Closing and addressed to the City, together with a reliance letter addressed to the Trustee and the Underwriters, of Katten Muchin Rosenman LLP, Chicago, Illinois and Charity & Associates, P.C., Chicago, Illinois, Co-Bond Counsel to the City ("Co-Bond Counsel"), in substantially the forms included in the Official Statement;
an opinion or opinions, dated the Closing Date and addressed to the Underwriters and the City, of Co-Bond Counsel, to the effect that:
the Contract of Purchase and the Undertaking have each been duly authorized, executed and delivered by the City, and assuming the due authorization, execution and delivery of the Contract of Purchase by the other party thereto, constitute valid and binding agreements ofthe City, enforceable against the City in accordance with their terms, except as limited by any applicable bankruptcy, liquidation, reorganization, insolvency or other similar laws and by general principles of equity, if equitable remedies are sought;
the 2015 Senior Lien Bonds are not subject to the registration requirements of the 1933 Act, and the Bond Ordinance and the Senior Lien Indenture are exempt from qualification pursuant to the Trust Indenture Act;
delivery of the Preliminary Official Statement and the execution and delivery of the Official Statement by the City and use and distribution of the same by the Underwriters in connection with the sale of the 2015 Senior Lien Bonds has been duly authorized by the City; and
statements contained in the Official Statement under the captions "INTRODUCTION - AUTHORIZATION," "-SECURITY FOR THE 2015 SENIOR LIEN BONDS" (except as it relates to the Airport Use Agreements, the amount of outstanding Senior Lien Bonds and the information contained in the fifth paragraph of the sub-section concerning diversion of revenues) and "-LIMITED OBLIGATIONS," "THE 2015 SENIOR LIEN BONDS," "SECURITY FOR THE 2015 SENIOR LIEN BONDS" (except for the information contained (i) under the sub-heading "-O'HARE REVENUES MUST BE USED FOR AIRPORT PURPOSES," (ii) under the paragraph heading "-CERTAIN AVIATION FUEL TAXES EXCLUDED FROM REVENUES," (iii) under the caption "AIRPORT USE AGREEMENTS" and (iv) under the caption "DEBT SERVICE COVERAGE COVENANTS RELATED TO CP NOTES AND CREDIT AGREEMENT NOTES"), "PLAN OF FINANCE - GENERAL" and "REFUNDING PLAN" and "TAX MATTERS" and in APPENDIX A - "GLOSSARY OF TERMS" (to the extent such terms are defined in the Senior Lien Indenture) and in APPENDIX B - "SUMMARY OF CERTAIN PROVISIONS OF THE SENIOR LIEN INDENTURE," and APPENDIX F - "PROPOSED FORMS
11
OF OPINIONS OF CO-BOND COUNSEL," respectively, are fair and accurate statements or summaries of the matters set forth therein.
(v) an opinion, dated the Closing Date and addressed to the Underwriters, of the Corporation Counsel of the City (the "Corporation Counsel"), given in an official capacity and not personally and to which no personal liability will derive from its delivery, to the effect that:
the City is a home rule unit of local government duly organized and existing under the Constitution and laws of the State of Illinois with full power and authority, among other things, to adopt and perform its duties and obligations under the Bond Ordinance; to deliver the Preliminary Official Statement and to execute, deliver and perform its duties and obligations under this Contract of Purchase, the Official Statement, the Tax Compliance Certificate, the Senior Lien Indenture, and the Undertaking, to authorize, issue and sell the 2015 Senior Lien Bonds, to operate O'Hare and to maintain, collect and enforce the collection of Revenues as provided in the Bond Ordinance, the Airport Use Agreements, and the Senior Lien Indenture;
this Contract of Purchase, the Senior Lien Indenture, the Tax Compliance Certificate, the Airport Use Agreements and the Undertaking, have been duly authorized, executed and delivered by, and the Bond Ordinance has been duly adopted by the City, and is in full force and effect; and, assuming due authorization and execution by the other parties thereto, this Contract of Purchase, the Senior Lien Indenture, and the Undertaking constitute valid and legally binding obligations of the City enforceable in accordance with their respective terms except as limited by any applicable bankruptcy, liquidation, reorganization, insolvency or other similar laws and by general principles of equity;
the Preliminary Official Statement has been duly authorized and delivered, and the Official Statement has been authorized, executed and delivered, by the City;
compliance with the provisions of the Bond Ordinance and the execution, delivery and performance of the Senior Lien Indenture, the Tax Compliance Certificate, the Undertaking, the Airport Use Agreements, or this Contract of Purchase do not in a material manner conflict with, or constitute a material breach of or material default under, any applicable law, administrative regulation, court order or consent decree of the State of Illinois or the United States or any department, division, agency or instrumentality of either or any loan agreement, note, resolution, ordinance, indenture, mortgage, deed of trust, agreement or other instrument to which the City is a party or may otherwise be subject;
all approvals, consents and orders, of any governmental authority, board, agency or commission having jurisdiction which would constitute conditions precedent to the performance by the City of its obligations under this Contract of Purchase, the Bond Ordinance, the 2015 Senior Lien Bonds, the Senior Lien Indenture, the Tax Compliance Certificate, the Airport Use Agreements and the Undertaking which are
12
required to be obtained prior to the execution and delivery of the foregoing instruments have been obtained and are in full force and effect;
except as set forth in the Official Statement, there is no litigation or proceeding pending or, to the knowledge of the Corporation Counsel, threatened in any way affecting the existence ofthe City, or the titles of the Mayor of the City, the Chief Financial Officer, the City Comptroller, and the City Clerk to their respective offices, the City's operation of O'Hare, or seeking to restrain or to enjoin the issuance, sale or delivery of the 2015 Senior Lien Bonds, or the right, power and authority of the City to impose and collect fees, rentals or charges that constitute Revenues or other moneys pledged or to be pledged to pay the principal of and interest on the 2015 Senior Lien Bonds, or in any way contesting or affecting the validity or enforceability of the 2015 Senior Lien Bonds, the Bond Ordinance, this Contract of Purchase, the Senior Lien Indenture, the Undertaking, the Airport Use Agreements or the Tax Compliance Certificate, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the City or its authority with respect to the 2015 Senior Lien Bonds, the Bond Ordinance, this Contract of Purchase, the Senior Lien Indenture, the Undertaking, the Airport Use Agreements or the Tax Compliance Certificate;
based on the examination which the Corporation Counsel has caused to be made and the participation of representatives of the Corporation Counsel at conferences at which the Official Statement was discussed, the Corporation Counsel has no reason to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect; provided that no opinion or belief need be expressed regarding any financial, forecast, technical and statistical statements and data included in the Official Statement and the information set forth under the following captions: 'TAX MATTERS," "UNDERWRITING," "CO-FINANCIAL ADVISORS AND INDEPENDENT REGISTERED MUNICIPAL ADVISOR," "INDEPENDENT AUDITORS," "RATINGS," "AIRPORT CONSULTANT," or the information set forth in APPENDICES D, E, F and G;
based on the examination which the Corporation Counsel has caused to be made and the participation of representatives of the Corporation Counsel at conferences at which the Official Statement was discussed, the statements contained in the Official Statement under the headings "OFFICIAL STATEMENT SUMMARY," "INTRODUCTION," "SECURITY FOR THE 2015 SENIOR LIEN BONDS," "PLAN OF FINANCE," "CHICAGO O'HARE INTERNATIONAL AIRPORT," "OUTSTANDING INDEBTEDNESS AT O'HARE," "CERTAIN INVESTMENT CONSIDERATIONS" "LITIGATION," and "SECONDARY MARKET DISCLOSURE," in APPENDIX A "GLOSSARY OF TERMS" and in APPENDIX C — "SUMMARY OF CERTAIN PROVISIONS OF THE AIRPORT USE AGREEMENTS," present a fair and accurate summary of such provisions; and
13
(I) for so long as the Airport Use Agreements remain in effect in their present form, the amounts required to be paid in respect to the principal of and interest on the 2015 Senior Lien Bonds during the term of the Airport Use Agreements are required to be included in the calculation of Airport Fees and Charges under the Airport Use Agreements.
an opinion, dated the Closing Date and addressed to the Underwriters and the City, of Chapman and Cutler LLP, special pension counsel to the City (the "Special Counsel'), to the effect that, based upon their participation in the preparation ofthe Pension Section (as defined below) as Special Counsel and their participation at conferences at which the Pension Section was discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Pension Section, Special Counsel has no reason to believe that the information contained in APPENDIX H — "RETIREMENT FUNDS*' (the "Pension Section") (apart from the financial statements or other financial, operating, numerical, accounting or statistical data or forecasts, estimates, projections, assumptions or expressions of opinion, or matters of litigation contained or incorporated therein, as to which no opinion need be expressed) in the Preliminary Official Statement or the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light ofthe circumstances under which they were made, not misleading;
Opinions, dated the date of the Closing and addressed to the Underwriters and the City, of Thompson Coburn LLP, Chicago, Illinois, and McGaugh Law Group, LLC, Chicago, Illinois. Co-Disclosure Counsel to the City ("Co-Disclosure Counsel"), to the effect that, based upon their participation in the preparation ofthe Official Statement as Co-Disclosure Counsel and their participation at conferences at which the Official Statement was discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, Co-Disclosure Counsel have no reason to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no belief or opinion need be stated regarding (i) the financial statements or other financial, operating, accounting, forecast or projections, technical and statistical statements and data contained or incorporated in the Official Statement, (ii) the statements and information set forth under the caption "INDEPENDENT AUDITORS,*' and in APPENDIX D to the Official Statement, and (iii) the information describing the opinions of Co-Bond Counsel under the caption "TAX MATTERS" and in APPENDIX F to the Official Statement.
Opinions, dated the date of the Closing and addressed to the Underwriters, of McGuireWoods LLP, Chicago, Illinois and Dinsmore & Shohl LLP, Chicago, Illinois, as Co-Counsel for the Underwriters ("Co-Underwriters' Counsel"), to the effect that:
(A) the 2015 Senior Lien Bonds are exempt securities which do not require registration under the 1933 Act, and the Bond Ordinance and the Senior Lien Indenture need not be qualified under the Trust Indenture Act;
14
the Undertaking complies with the requirements of Section (b)(5) of Rule 15c2-12 in effect as of the date of Closing and the conditions of the Underwriters' purchase or sale of the 2015 Senior Lien Bonds contained in this Contract of Purchase have been satisfied or waived; and
based upon their participation in the preparation ofthe Official Statement as Co-Underwriters' Counsel and their participation at conferences at which the Official Statement was discussed, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, Co-Underwriters' Counsel have no reason to believe that the Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that no belief or opinion need be stated regarding (i) the financial statements or other financial, operating, accounting, forecast or projections, technical and statistical statements and data contained or incorporated in the Official Statement, (ii) the statements and information set forth under the captions "OFFICIAL STATEMENT SUMMARY," "INDEPENDENT AUDITORS," and in APPENDIX D to the Official Statement, and (iii) the information describing the opinions of Co-Bond Counsel under the caption "TAX MATTERS" and in APPENDIX F to the Official Statement.
A certificate dated the date of Closing, of an Authorized Officer ofthe City to the effect that:
the representations and warranties of the City contained herein are true and correct on and as ofthe date ofthe Closing with the same effect as if made on the date of the Closing; and
to the best knowledge of said officer, no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect;
A certificate, dated the date of the Closing, of an Authorized Officer and the Commissioner of the Chicago Department of Aviation to the effect that, except as disclosed in the Official Statement, nothing has come to their attention which causes them to believe that during the period from January 1, 2015 to the Closing Date, there has been any material adverse change in the financial condition of O'Hare from that set forth in the audited financial statements of O'Hare as of December 31, 2014, included as Appendix D to the Official Statement;
A certificate, dated the date of the Closing, of the Commissioner of the Chicago Department of Aviation to the effect that the information contained in the Official Statement under the captions "INTRODUCTION - PURPOSE," "INTRODUCTION - OTHER INDEBTEDNESS AT O'HARE," "INTRODUCTION - CHICAGO O'HARE INTERNATIONAL AIRPORT," "INTRODUCTION -CAPITAL DEVELOPMENT PROGRAMS," "INTRODUCTION - REGIONAL AIRPORT OVERSIGHT," "SECURITY FOR THE 2015 SENIOR LIEN BONDS,"
15
"PLAN OF FINANCE," "SOURCES AND USES OF FUNDS,*', "CHICAGO O'HARE INTERNATIONAL AIRPORT," "AIR TRAFFIC ACTIVITY AT O'HARE," "O'HARE FINANCIAL INFORMATION," "OUTSTANDING INDEBTEDNESS AT O'HARE,*" "CAPITAL DEVELOPMENT PROGRAMS," and "CERTAIN INVESTMENT CONSIDERATIONS," and APPENDIX J does not include any untrue statement of a material fact or omit any statement of a material fact that should be stated therein for the purposes for which it is to be used or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
A certificate, dated the date of the Closing, of Ricondo & Associates, Inc. (the "Airport Consultant") to the effect that, in its capacity as an expert in the aviation industry, the Airport Consultant has reviewed and certifies that the information contained in the Official Statement under the captions "INTRODUCTION - CHICAGO O'HARE INTERNATIONAL AIRPORT," "INTRODUCTION -CAPITAL DEVELOPMENT PROGRAMS," "INTRODUCTION - REPORT OF THE AIRPORT CONSULTANT," "PLAN OF FINANCE," "CHICAGO O'HARE INTERNATIONAL AIRPORT (but not including information under the sub-captions "-OTHER COMMERCIAL SERVICE AIRPORTS SERVING THE CHICAGO REGION", and "-BUDGET PROCEDURES")," "AIR TRAFFIC ACTIVITY AT O'HARE," "O'HARE FINANCIAL INFORMATION," "OUTSTANDING INDEBTEDNESS AT O'HARE," "CAPITAL DEVELOPMENT PROGRAMS," "CERTAIN INVESTMENT CONSIDERATIONS (but not including information under the sub-captions "-EFFECT OF AIRLINE BANKRUPTCY," "-MUNICIPAL BANKRUPTCY" and "-LIMITED OBLIGATIONS,*") and APPENDIX E does not include any untrue statement of a material fact or omit any statement of a material fact that should be stated therein for the purpose for which it is used or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
Robert Thomas CPA, LLC (the "Verification Agent"), will deliver a verification report stating that it has verified the mathematical accuracy of certain computations relating to the sufficiency of the amounts of proceeds of the 2015A Senior Lien Bonds and the 2015B Senior Lien Bonds, in the aggregate, set aside and to be used for the redemption of the Refunded Bonds to provide for the timely payment of the principal or respective redemption prices of and interest on the Refunded Bonds on their respective redemption dates and the amounts allocated from the proceeds of the Senior 2015 Senior Lien Bonds is sufficient to repay certain ofthe City's outstanding CP Notes in the aggregate principal amount of $126,788,000;
Executed counterparts or certified copies of the Bond Ordinance, the Senior Lien Indenture and the Undertaking;
Evidence satisfactory to the Representative that the 2015 Senior Lien Bonds have received at least the following ratings, respectively, from Standard and Poor's Ratings Service, Fitch Ratings Ltd. And Kroll Bond Rating Agency, Inc.: "A" (Stable Outlook); "A-" (Positive Outlook) and "A+" (Stable Outlook);
One counterpart original of a transcript of all documents and proceedings relating to the authorization and issuance of the 2015 Senior Lien Bonds;
16
The Blanket DTC Letter of Representation dated March 9, 1995 between the City and DTC;
An executed counterpart of the Tax Compliance Certificate;
a negative assurance letter or letters of Co-Bond Counsel, dated the date of Closing and addressed to the Underwriters, in substantially the form attached hereto as Exhibit C; and
Such additional legal opinions, certificates, instruments and other documents as Co-Bond Counsel may reasonably deem necessary or desirable, or as the Representative may reasonably request, to evidence the truth and accuracy, as of the date hereof and as of the date of Closing, of the representations, warranties and covenants of the City contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City.
All ofthe opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Contract of Purchase will be deemed to be in compliance with the provisions hereof if, but only if, they are in substance satisfactory to the Representative.
Termination. If the City is unable to satisfy the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for the 2015 Senior Lien Bonds contained in this Contract of Purchase, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the 2015 Senior Lien Bonds are terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase will terminate and neither the Underwriters nor the City will be under further obligation or have any further liability hereunder, except the City and the Underwriters shall pay their respective expenses as set forth in paragraph 9 hereof.
Expenses. The Underwriters shall be under no obligation to pay, and the City shall pay, but solely from the proceeds of the 2015 Senior Lien Bonds or the legally available Revenues, all expenses incident to the performance of the obligations of the City hereunder, including but not limited to: (i) the cost of the preparation and reproduction and mailing or delivery of the Bond Ordinance, the Senior Lien Indenture, the Tax Compliance Certificate, the Undertaking, the Preliminary Official Statement and the Official Statement; (ii) the cost ofthe preparation and printing, if any, ofthe 2015 Senior Lien Bonds; (iii) the fees and disbursements of Co-Bond Counsel; (iv) the fees and disbursements of the accountants and advisors of the City and of any consultants retained by the City; (v) the fees for bond ratings; (vi) the fees for Blue Sky filings, if any; (vii) the fees of DTC; (viii) fees ofthe Trustee in its capacity as trustee for the 2015 Senior Lien Bonds; (ix) the expenses of travel, meals, and lodging for City representatives to attend conferences with the rating agencies, investor meetings, and pricing meetings relating to the issuance of the 2015 Senior Lien Bonds; and (x) any other expenses incurred in connection with the issuance of the 2015 Senior Lien Bonds and not specifically assumed by the Underwriters hereunder. The City shall be under no obligation to pay, and the Underwriters shall pay: (i) the cost of preparation and reproduction of the Agreement Among Underwriters and this Contract of Purchase; (ii) the costs of preparation and reproduction of the Blue Sky Memorandum; (iii) all advertising expenses in connection with the public offering ofthe 2015 Senior Lien Bonds; (iv) an amount, if any, required to be paid to the MSRB as its special assessment; (v) the fees and disbursements of Co-Underwriters' Counsel; and (vi) all other expenses incurred by them or any of them in connection with their public offering and distribution of the 2015 Senior Lien Bonds.
17
10. Compliance with Municipal Code. The Representative understands and agrees, and, based upon the representations and warranties received by the Representative from the other Underwriters under the Agreement Among Underwriters, dated October 8, 2015 (the "AAU"), on behalf of the other Underwriters, each Underwriter understands and agrees, that it is required to and will comply with the provisions of Chapters 2-56 and 2-156 of the Municipal Code of Chicago. Each of the Underwriters acknowledges (a) receipt of a copy of Section 2-156-030(b) of the Municipal Code of Chicago; (b) such Underwriter has read such provision and understands that pursuant to such Section 2-156-030(b) it is illegal for any elected official of the City, or any person acting at the direction of such official, to contact, either orally or in writing, any other City official or employee with respect to any matter involving any person with whom the elected official has a "Business Relationship" (as defined in Section 2-156-080 of the Municipal Code of Chicago), or to participate in any discussion in any City Council committee hearing or in any City Council meeting or to vote on any matter involving the person with whom an elected official has a Business Relationship; and (c) that a violation of Section 2-156-030(b) by an elected official, or any person acting at the direction of such official, with respect to any transaction contemplated hereby shah be grounds for termination of this Contract of Purchase and the transactions contemplated hereby. The Representative on behalf of each Underwriter represents and warrants that, to the best of its knowledge, no violation of Section 2-156-030(b) has occurred with respect to this Contract of Purchase or the transactions contemplated hereby and no person holding office of the City, either by election or appointment, is in any manner interested, either directly or indirectly, in any contract being entered into or the performance of any work to be carried out in connection with the issuance and sale of the 2015 Senior Lien Bonds and upon which such officer may be called upon lo act or vote.
11. Underwriters Representations and Warranties. The Representative understands and agrees, and, based upon the representations and warranties received by the Representative from the other Underwriters under the AAU, on behalf of the other Underwriters, each Underwriter understands and agrees, that:
The Representative, based solely upon the certification of each of the Underwriters to the Representative, without independent investigation, hereby represents and warrants that no Underwriter, nor any Affiliate (as hereinafter defined) thereof, is listed on any of the following lists maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security of the U.S. Department of Commerce the U.S. Department of State or their successors, or on any other list of persons or entities with which the City may not do business under any applicable law, rule, regulation, order or judgment: the Specially Designated Nationals List, the Denied Persons List, the Unverified List, the Entity List, List of Statutorily Debarred Parties or the Excluded Parties List. "Affiliate," when used to indicate a relationship with a specified person or entity, means a person or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified person or entity, and a person or entity shall be deemed to be controlled by another person or entity, if controlled in any manner whatsoever that results in control in fact by that other person or entity (or that other person or entity and any persons or entities with whom that other person or entity is acting jointly or in concert), whether directly or indirectly and whether through share ownership, a trust, a contract or otherwise.
The Representative further represents and warrants that the Underwriters have heretofore authorized the Representative to execute any document on behalf of and exercise any authority of and otherwise to act for, them in all matters under or pertaining to this Contract of Purchase. Each Underwriter has warranted and confirmed to the Representative, and the Representative warrants and confirms to the City that: (i) it is duly registered under the
18
Exchange Act as a broker-dealer or municipal securities dealer and has duly paid the fee prescribed by MSRB Rule A-12 or is exempt from such requirements; (ii) it is (a) a member in good standing of the Financial Industry Regulatory Authority ("FINRA"), if applicable or (b) otherwise eligible under FINRA rules (to the extent applicable) to receive underwriting discounts and concessions available to such members with respect to underwriters of municipal securities; and (iii) it has complied with the dealer registration requirements, if any, ofthe various jurisdictions in which it offers the 2015 Senior Lien Bonds for sale.
No Advisor}' or Fiduciary Role; Acknowledgements of the City. The City acknowledges and agrees that:
(i) the purchase and sale of the 2015 Senior Lien Bonds pursuant to this Contract of Purchase is an arm's-length commercial transaction between the City and the Underwriters and the Underwriters have financial and other interests that differ from those of the City; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriters are and have been acting solely as principals and are not acting as the agent, municipal advisor, financial advisor or fiduciary of the City; (iii) the Underwriters have not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether any Underwriter has provided other services or is currently providing other services to the City on other matters), and the Underwriters have no obligation to the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Contract of Purchase or as otherwise required by applicable laws, regulations or the rules of the Commission or the MSRB; (iv) this Contract of Purchase expresses the entire relationship between the parties hereto and (v) the City has consulted its own legal, financial, municipal and other advisors to the extent it has deemed appropriate.
the Representative and the City have not previously entered into any formal agreement, engagement letter or other arrangement for the retention of the Underwriters establishing the fees of the Underwriters.
Survival of Representations, Warranties and Covenants. This Contract of Purchase is made solely for the benefit of the City and the Underwriters (including the successors of any Underwriter), and no other person may acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and covenants of the City contained in this Contract of Purchase shall remain operative and in full force and effect regardless of (i) any investigations made by or on behalf of any ofthe Underwriters or (ii) delivery of any payment for the 2015 Senior Lien Bonds pursuant to this Contract of Purchase.
Compliance with MSRB Rule G-ll. In connection with the 2010 Amendment, the City has stated in the Official Statement that '"Pursuant to the 2015 Supplemental Indentures authorizing each Series of the 2015 Senior Lien Bonds, the Owners of the 2015 Senior Lien Bonds shall be deemed to have consented to the 2010 Amendment by purchasing such 2015 Senior Lien Bonds." The Underwriters are not providing consent to or approval of such amendments, and the City agrees that it will not deem such amendments to have been consented to or approved by the Underwriters as a result of the Underwriters' purchase of the 2015 Senior Lien Bonds in their capacity as underwriters as defined in Section 2(a) (11) of the Securities Act. Upon request of the City, each Underwriter will inform the City of the amount of 2015 Senior Lien Bonds, if any, that the such Underwriter holds in its capacity as an underwriter as defined in Section 2(a)(l 1) ofthe Securities Act.
19
Notices. Any notice or other communication to be given to the City under this Contract of Purchase must be given by delivering the same in writing at the address of the City set forth above. Attention: City of Chicago, Chief Financial Officer, 121 North LaSalle Street, 7th Floor, Chicago, Illinois 60602, and any notice or other communication to be given to the Underwriters under this Contract of Purchase must be given by delivering the same in writing to the Representative at 383 Madison Avenue. 8th Floor, New York, New York 10179, Mail Code: NY1-M077. Attention: Charlie Giffin.
Time is of the Essence. Time is of the essence in consummation ofthe transactions contemplated by this Contract of Purchase.
Limitation of Liability. All covenants, stipulations, promises, agreements and obligations of the City under this Contract of Purchase are deemed to be covenants, stipulations, promises, agreements and obligations of the City and not of any officer or official ofthe City in his or her individual capacity, and no recourse is available for any claim based on this Contract of Purchase, any certificate provided hereunder or the purchase or sale of the 2015 Senior Lien Bonds against any officer or employee of the City.
Any obligations or liabilities ofthe City under or arising out of this Contract of Purchase or the purchase or sale ofthe 2015 Senior Lien Bonds shall be limited obligations or liabilities payable exclusively from legally available Revenues as discussed in the Official Statement, and in compliance with the Bond Ordinance shall not be general obligations payable from the general fund of the City. The Underwriters shall have no right to compel the exercise of the taxing power of the City or the forfeiture of any property ofthe City to satisfy any obligations or liabilities ofthe City under or arising out of this Contract of Purchase or the purchase or sale of the 2015 Senior Lien Bonds.
Governing Law. This Contract of Purchase shall be governed by and construed in accordance with the laws ofthe State of Illinois, including, without limitation, those laws applicable to contracts made and to be performed in the State of Illinois. This Contract of Purchase shall not be assigned by the City or the Underwriters.
Qualification of Securities. The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Representative may reasonably request to qualify the 2015 Senior Lien Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions ofthe United States as the Representative may designate and to provide for the continuance of such qualification; provided, however, that the City will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.
Counterparts. This Contract of Purchase may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument.
Headings. The headings of the paragraphs of this Contract of Purchase are inserted for convenience only and shall not be deemed to be a part hereof for any other purpose.
Execution. This Contract of Purchase shall become effective upon the execution and the acceptance hereof by the appropriate officers and officials of the City and will be valid and enforceable as of the time of such acceptance.
20
[signature page immediately follows]
21
IN WITNESS WHEREOF, the parties hereto have caused this Contract of Purchase in connection with the City of Chicago's Chicago O'Hare International Airport Senior Lien Revenue Refunding Bonds, Series 2015A, Chicago O'Hare International Airport Senior Lien Revenue Refunding Bonds, Series 2015B, Chicago O'Hare International Airport Senior Lien Revenue Bonds, Series 2015C, and the Chicago O'Hare International Airport Senior Lien Revenue Bonds, Series 2015D, to be executed by their duly authorized representatives as of the date first above written.
Very truly yours,
J.P. Morgan Securities LLC
On behalf of itself and as Representative for the
Underwriters listed in Schedule I
By:
The foregoing is hereby accepted as of The date first written above:
Chief Financial Officer
Edward M. Burke Chairman, Committee on Finance, City of Chicago
Signature page to Contract of Purchase
SCHEDULE I TO CONTRACT OF PURCHASE
UNDERWRITERS:
CO-BOOKRUNNERS:
J.P. Morgan Securities LLC Loop Capital Markets LLC
CO-SENIOR MANAGERS:
Merrill Lynch, Pierce, Fenner & Smith, Inc. Blaylock Beal Van, LLC Raymond James
CO-MANAGERS:
Academy Securities, Inc. Cabrera Capital Markets, LLC Drexel Hamilton, LLC Estrada Hinojosa & Company, Inc. Melvin & Company Piper Jaffray & Co. Stern Brothers & Co. Stifel
S-1
EXHIBIT A
$428,640,000
Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT)
Maturity Interest
(January 1) Amount Rate (%')
2016 $7,5)5,000 2.000%
*** *** ***
2019 6,725,000 5.000
*** *?* ***
4,640,000 5.000
14,010,000 5.000
21,845,000 5.000
18,585,000 5.000
56,720,000 5.000
56,850,000 5.000
39,635,000 5.000
31,695,000 5.000
33,285,000 5.000
34,945,000 5.000
36,695,000 5.000
43,125,000 5.000
15,605,000 5.000
3,315,000 4.125
3,450,000 4.125
Price Yield (%) CUS1P+
100.381 0.190% 167593QB1
*** *** ***
110.930 1.500 167593QC9
*** *** *+*
114.622 2.750 167593QD7
114.691 2.970 167593QE5
115.118 3.100 167593QF2
113.744' 3.260 167593QG0
112.053+ 3.460 167593QH8
111.053+ 3.580 167593QJ4
109.981+ 3.710 167593QK1
109.247+ 3.800 167593QL9
108.679+ 3.870 167593QM7
108.196+ 3.930 167593QN5
107.875+ 3.970 167593QP0
107.635+ 4.000 167593QQ8
107.237+ 4.050 J67593QT2
96.989 4.350 167593QR6
96.361 4.390 167593QS4
T Priced to the January 1, 2025 optional redemption date
Copyright 2015, American Bankers Association CUSIP data herein are provided by Standard & Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc The CUSIP numbers listed above arc being provided solely for the convenience of bondholders only at the time of issuance ofthe 2015 Senior Lien Bonds and the City does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future The CUSIP number for a specific maturity is subject to being changed after the issuance ofthe 2015 Senior Lien Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities ofthe 2015 Senior Lien Bonds
A - 1
$1,191,540,000 Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (Non-AlvIT)
Maturity Interest
(January I) Amount Rate (%)
2016 $20,780,000 4.000%
*** *** ***
46,450,000 5.000
48,510,000 5.000
50,930,000 5.000
53,490,000 5.000
54,815,000 5.000
56,790,000 5.000
59,630,000 5.000
59,485,000 5.000
61,490,000 5.000
64,675,000 5.000
73,945,000 5.000
117,815,000 5.000
123,695,000 5.000
129,880,000 5.000
113,895,000 5.000
53,530,000 5.000
1,735,000 5.000
Price Yield (%) CUSIP1
100.805 0.180% 167593QU9
*** *** ***
111.530 1.320 167593QV7
113.921 1.570 167593QW5
115.577 1.850 167593QX3
116.547 2.140 167593QY1
116.974 2.420 167593QZ8
117.074 2.670 167593RA2
117.749 2.800 167593RB0
116.074+ 2.990 167593RC8
114.773+ 3.140 167593RD6
113.658+ 3.270 167593RE4
112.725+ 3.380 167593RF1
111.969+ 3.470 167593RG9
111.136+ 3.570 167593RH7
110.722* 3.620 167593RJ3
110.474+ 3.650 167593RK.0
110.063+ 3.700 167593R1.8
109.654+ 3.750 167593RM6
Priced lo the January 1. 2025 optional redemption date.
Copyright 2015. American Bankers Association CUSIP data herein are provided by Standard & Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies. Inc The CUSIP numbers listed above arc being provided solely for the convenience of bondholders only at the time of issuance of the 2015 Senior Lien Bonds and the City does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject lo being changed after the issuance ofthe 2015 Senior Lien Bonds as a result of various subsequent actions including, but not limited lo, a refunding in whole or in pari of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities ofthe 2015 Senior Lien Bonds
A-2
$195,690,000
Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C (AMT)
Maturity Interest
(January I) Amount Rate (%)
$3,925,000 5.000%
4,120,000 5.000
4,330,000 5.000
4,545,000 5.000
4,770,000 3.625
4,945,000 5.000
5,190,000 5.000
5.450,000 5.000
5,725,000 5.000
6,010,000 5.000
6,310,000 5.000
6,625,000 5.000
6,955,000 5.000
7,305,000 5.000
7,670,000 5.000
$43,955,000 4.375% Term Bonds due January 1, 2040 $67,860,000 5.000% Term Bonds due January 1, 2046
Price Yield (%) CUSIP+
113.817 2.180% 167593RN4
114.296 2.500 167593RP9
114.622 2.750 167593RQ7
114.691 2.970 167593 RR5
104.175 3.100 167593RS3
113.744* 3.260 167593RT1
112.053* 3.460 167593RU8
111.053* 3.580 167593RV6
109.981* 3.710 167593RW4
109.247* 3.800 167593RX2
108.679* 3.870 167593RY0
108.196* 3.930 167593RZ7
107.875* 3.970 167593SA1
107.635* 4.000 167593SB9
107.237* 4.050 167593SC7
Price: 97.585 Yield: 4.540% CUSIP': 167593SD5
Price: 105.817* Yield: 4.230% CUSIP*": 167593SE3
T Priced to the January 1. 2025 optional redemption date
' Copyright 2015, American Bankers Association CUSIP data herein are provided by Standard & Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc The CUSIP numbers listed above are being provided solely for the convenience of bondholders only at the time of issuance of the 2015 Senior Lien Bonds and the City does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future Ihe CUSIP number for a specific maturity is subject to being changed after the issuance ofthe 2015 Senior Lien Bonds as a result of various subsequent actions including, but not limited lo, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities ofthe 2015 Senior Lien Bonds
A-3
$131,510,000
Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015D (Non-AMT)
Maturity Interest
(January 1) Amount Rate(%)
$2,685,000 5.000%
2.820.000 5.000
2.960,000 5.000
3.110.000 5.000
3.265.000 5.000
3,425,000 5.000
3.595.000 5.000
3.775,000 5.000
3,965,000 5.000
4.165,000 5.000
4.370.000 5.000
4.590.000 4.000
Price Yield (%) CUS1P+
115.577 1.850% 167593SF0
116.547 2.140 167593SG8
116.974 2.420 167593SH6
117.074 2.670 167593SJ2
117.749 2.800 167593SK9
116.074+ 2.990 167593SL7
114.773+ 3.140 167593SM5
113.658+ 3.270 I67593SN3
112.725+ 3.380 167593SP8
111.969+ 3.470 167593SQ6
111.136+ 3.570 167593SR4
100.000 4.000 167593SS2
$ 14,905,000 4.000% Term Bonds due January 1, 2035 $29,165,000 4.125% Term Bonds due January 1. 2040 $44,715,000 5.000% Term Bonds due January 1, 2046
Price: 99.332 Yield: 4.050% CUSIP': I67593ST0
Price: 98.264 Yield: 4.240% CUSIP": I67593SU7
Price: 108.437+ Yield: 3.900% CUSIP': I67593SV5
f Priced to the January 1, 2025 optional redemption date
Copyright 2015, American Bankers Association. CUSIP data herein are provided by Standard & Poor's, CUSIP Service Bureau, a division ofthe McGraw-Hill Companies, Inc The CUSIP numbers listed above are being provided solely for the convenience of bondholders only at the time of issuance of the 2015 Senior Lien Bonds and the City does not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future The CUSIP number for a specific maturity is subject to being changed after the issuance ofthe 2015 Senior Lien Bonds as a result of various subsequent actions including, but not limited lo, a refunding in whole or in part of such maturity or as a result ofthe procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities ofthe 2015 Senior Lien Bonds.
A-4
Optional Redemption Provisions.
2015A Senior Lien Bonds. The 2015A Senior Lien Bonds maturing on and after January 1, 2026, are subject to redemption at the option of the City on or after January 1, 2025, in whole or in part at any time, and if in part, in such order of maturity as the City shall determine and within any maturity by lot, at the redemption price equal to the principal amount of each 2015A Senior Lien Bond to be redeemed, plus accrued interest to the date of redemption.
2015B Senior Lien Bonds. The 2015B Senior Lien Bonds maturing on and after January 1, 2026, are subject to redemption at the option of the City on or after January 1, 2025, in whole or in part at any time, and if in part, in such order of maturity as the City shall determine and within any maturity by lot, at the redemption price equal to the principal amount of each 2015B Senior Lien Bond to be redeemed, plus accrued interest to the date of redemption.
2015C Senior Lien Bonds. The 2015C Senior Lien Bonds maturing on and after January 1, 2026, are subject to redemption at the option of the City on or after January 1, 2025, in whole or in part at any time, and if in part, in such order of maturity as the City shall determine and within any maturity by lot at the redemption price equal to the principal amount of each 2015C Senior Lien Bond to be redeemed, plus accrued interest to the date of redemption.
2015D Senior Lien Bonds. The 2015D Senior Lien Bonds maturing on and after January 1, 2026, are subject to redemption at the option of the City on or after January 1, 2025, in whole or in part at any time, and if in part, in such order of maturity as the City shall determine and within any maturity by lot at the redemption price equal to the principal amount of each 2015D Senior Lien Bond to be redeemed, plus accrued interest to the date of redemption.
Mandatory Sinking Fund Redemption Provisions.
2015C Senior Lien Bonds. The 2015C Senior Lien Bonds maturing on January 1, 2040 and January 1, 2046 are subject to mandatory redemption in part by lot from Sinking Fund Payments on January 1 of each of the years and in the respective principal amounts set forth below at a redemption price equal to the principal amount thereof to be redeemed, plus accrued interest to the date of redemption:
Year Amount($)
$8,055,000
8,405,000
8,775,000
2039 9,160,000
20401 9,560,000
* Final Maturity
Year Amount($)
$9,975,000
10,475,000
11,000,000
11,550,000
12,125,000
20461 12,735,000
t Final Maturity
2015D Senior Lien Bonds. The 2015D Senior Lien Bonds maturing on January 1, 2035, January 1, 2040 and January 1, 2046 are subject to mandatory redemption in part by lot from Sinking Fund Payments on January I of each of the years and in the respective principal amounts
A-5
set forth below at a redemption price equal to the principal amount thereof to be redeemed, plus accrued interest to the date of redemption:
Year Amounl(S)
$4,775,000
4,965,000
2035t 5,165,000
1 Final Maturity
Year Amount! $ I
$5,370,000
5,590,000
5,825,000
6,065,000
2()4()t 6,315,000
* Final Maturity
Year Amount($)
$6,575,000
6,900,000
7,250,000
7,610,000
7,990,000
2046+ 8,390,000
* Final Maturity
If the City redeems 2015 Senior Lien Bonds subject to mandatory redemption pursuant to optional redemption or purchases 2015 Senior Lien Bonds subject to mandatory redemption and cancels the same, then an amount equal to the principal amount of 2015 Senior Lien Bonds of such Series and maturity so redeemed or purchased shall be deducted from the mandatory redemption requirements as provided for such 2015 Senior Lien Bonds of such Series and maturity in such order as an Authorized Officer ofthe City shall determine.
Notice and Selection of Bonds. Notice of redemption ofthe 2015 Senior Lien Bonds which are subject to optional redemption (i) identifying the 2015 Senior Lien Bonds or portions thereof to be redeemed, and (ii) specifying the redemption date, the redemption price, the places and dates of payment, that from the redemption date interest will cease to accrue, and whether the redemption is conditioned upon sufficient moneys being available on the redemption date (or any other condition), shall be given by the Trustee by mailing a copy of such redemption notice, not less than 30 days nor more than 60 days prior to the date fixed for redemption, to the Registered Owner of each such 2015 Senior Lien Bond to be redeemed in whole or in part at the address shown on the registration books. Redemption notices will be sent by first class mail, except that notices to Registered Owners of at least $1,000,000 of 2015 Senior Lien Bonds ofthe same Series shall be sent by registered mail. Failure to mail any such notice to the Registered Owner of any such 2015 Senior Lien Bond or any defect therein shall not affect the validity ofthe proceedings for such redemption of such 2015 Senior Lien Bond. Any such notice mailed as described above shall be conclusively presumed to have been duly given, whether or not the Registered Owner of any 2015 Senior Lien Bond receives the notice.
If a 2015 Senior Lien Bond is of a denomination larger than $5,000, all or a portion of such 2015 Senior Lien Bond (in a denomination of $5,000 or any integral multiple thereof) may be redeemed, but such 2015 Senior Lien Bond shall be redeemed only in a principal amount equal to $5,000 or any integral multiple thereof. Upon surrender of any 2015 Senior Lien Bond for
A-6
redemption in part only, the City shall execute and the Trustee shall authenticate and deliver to the Registered Owner thereof, at the expense of the City, a new 2015 Senior Lien Bond or 2015 Senior Lien Bonds of the same Series, maturity and interest rate and of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the 2015 Senior Lien Bond surrendered.
If fewer than all of the 2015 Senior Lien Bonds ofthe same Series, maturity and interest rate are called for redemption, such 2015 Senior Lien Bonds (or portions thereof) to be redeemed shall be selected by lot by the Trustee (except at any time when such 2015 Senior Lien Bonds are held in a book entry system, in which case selection of such 2015 Senior Lien Bonds to be redeemed will be in accordance with procedures established by the book entry depository).
A-7
EXHIBIT B
$428,640,000 General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT)
Purchase Price
Par Amount
Plus Net Premium
Less Underwriters' Discount
Purchase Price
$428,640,000.00 42,203,288.20 (2.177.807.83)
$468.665.480.37
$1,191,540,000 General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (Non-AMT)
Purchase Price
Par Amount
Plus Net Premium
Less Underwriters' Discount
Purchase Price
$1,191,540,000.00 154,818,367.50 (5.669.629.03)
$1.340.688.738.47
$195,690,000 General Airport Senior Lien Revenue Bonds, Series 2015C (AMT)
Purchase Price
Par Amount
Plus Net Premium
Less Underwriters' Discount
Purchase Price
$195,690,000.00 11,303,089.20 (1,012.977.04)
$205.980.112.16
Par Amount
Plus Net Premium
Less Underwriters' Discount
Purchase Price
$131,510,000 General Airport Senior Lien Revenue Bonds, Series 2015D (Non-AMT)
Purchase Price
$131,510,000.00 8,751,450.90 (680.953.64) $139.580.497.26
B-2
EXHIBIT C
$428,640,000 General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT)
$1,191,540,000
General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (Non-AMT)
$195,690,000 General Airport Senior Lien Revenue Bonds, Series 2015C (AMT)
$131,510,000 General Airport Senior Lien Revenue Bonds, Series 2015D (Non-AMT)
PROPOSED FORM OF NEGATIVE ASSURANCE LETTER OF CO-BOND COUNSEL
October 15, 2015
J.P. Morgan Securities LLC
on behalf of itself and
as Representative ofthe hereinafter
described Underwriters New York, New York
Ladies and Gentlemen:
We have acted as Co-Bond Counsel in connection with the issuance and sale by the City of Chicago (the "City") of $1,947,380,000 aggregate principal amount of its General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT), General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (Non-AMT), General Airport Senior Lien Revenue Bonds, Series 2015C (AMT) and General Airport Senior Lien Revenue Refunding Bonds, Series 2015D (Non-AMT), (together, the "2015 Senior Lien Bonds''). The 2015 Senior Lien Bonds will be issued in four series:
$428,640,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015A (AMT);
$1,191,540,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Refunding Bonds, Series 2015B (Non-AMT);
$195,690,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015C(AMT); and
C- 1
(iv) $131,510,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Senior Lien Revenue Bonds, Series 2015D (Non-AMT).
In that capacity, we have participated in the preparation of the Official Statement dated October 8, 2015 relating to the Bonds (the "Official Statement"), and have participated in meetings with representatives of the City, your representatives, your counsel and others, in which the Official Statement was discussed. This letter is furnished to you pursuant to Section 7(d)(xvii) of the Contract of Purchase dated October 8, 2015 (the "Contract of Purchase") between the City and J.P. Morgan Securities LLC, as representative of the Underwriters described therein (the "Underwriters").
The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Official Statement, and we have not undertaken any obligation to verify independently any of the factual matters set forth in the Official Statement. Moreover, many of the determinations required to be made in the preparation of the Official Statement involve matters of a non-legal nature.
Subject to the foregoing, we confirm to you as a matter of fact and not as an opinion that, in the course of performing the services referred to above, nothing came to the attention of the attorneys in our firm rendering legal services as Co-Bond Counsel that caused us to believe that the Official Statement as of its date or as ofthe date hereof contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that we do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Official Statement and we express no view with respect to (i) the financial statements or other financial, forecast, technical, operating and statistical statements and data contained or incorporated by reference in the Official Statement or omitted therefrom; (ii) information pertaining to CUSIP numbers, to DTC and the book-entry only system; (iii) information contained under or omitted from the captions "OFFICIAL STATEMENT SUMMARY," "INTRODUCTION - REGARDING USE OF THE OFFICIAL STATEMENT;" "SECURITY FOR THE 2015 SENIOR LIEN BONDS —DEBT SERVICE COVERAGE COVENANTS RELATED TO CP NOTES AND CREDIT AGREEMENT NOTES," "SECURITY FOR THE 2015 SENIOR LIEN BONDS—AIRPORT
USE AGREEMENTS," "SECURITY FOR THE 2015 SENIOR LIEN BONDS
PROPOSED AMENDMENT TO THE SENIOR LIEN INDENTURE" and the last paragraph of the caption "SECURITY FOR THE 2015 SENIOR LIEN BONDS —DEBT SERVICE RESERVES," "O'HARE FINANCIAL INFORMATION" and "CAPITAL DEVELOPMENT PROGRAMS," or (iv) the information contained in or omitted from the Appendices C, D, E, G or H to the Official Statement.
This letter is being issued subject to the following matters, which by your acceptance of this letter you recognize and acknowledge: (1) that this letter is not a legal opinion but is rather a negative observation based on our activities as Co-Bond Counsel in connection with the issuance of the Bonds; (2) that we have not been engaged to act, and have not acted, as your counsel for any purpose in connection with the offering of the Bonds; (3) that no attorney-client relationship at any time existed between us; and (4) that the scope of activities on which this letter is based was inherently limited and does not purport to encompass all activities necessary for compliance with applicable securities laws. Consequently, we make no representation that
C-2
our procedures have been adequate for your purposes. This letter is being furnished only to you, is solely for your benefit as an Underwriter and as representative ofthe Underwriters, and is not to be used, quoted, circulated, relied upon or otherwise referred to by any other person or entity (including any person or entity purchasing any of the Bonds from you or the other Underwriters) or for any other purpose without our prior written consent. This letter may be disclosed to your counsel and copies of this letter may be included in the compilation of closing documents pertaining to the 2015 Senior Lien Bonds.
This letter is given as of the date hereof and we assume no obligation to revise or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention
Very truly yours,
C-3