" 'received
CITY CdUNCIL OiVJSIOfl CERTIFICATE PURSUANT TO BOND ORDINANCE
2011 MAY -5 PM h 32
Pursuant to the provisions of the ordinance adopted by the City Council of the City of OFFI^i^JHge "City") on September 8, 2010 (the "Original Bond Ordinance"), as amended and UTippranented by an ordinance adopted by the City Council of the City on December 8, 2010 (the "Supplemental Bond Ordinance," and together with the Original Bond Ordinance, the "Bond Ordinance"), authorizing the issuance of the City's Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds in one or more series, the undersigned, GENE R. SAFFOLD, the duly qualified and acting Chief Financial Officer of the City, hereby certifies as follows:
(a) Except as otherwise defined herein, all denned terms contained in this Certificate shall have the same meanings, respectively, as such terms are defined in the Bond Ordinance.
(b) Pursuant to Part A, Article I, Section 1.2(h) and Part B, Article II, Section 2.1(c) and (f) of the Original Bond Ordinance, the undersigned Chief Financial Officer has determined that the Bonds (as hereinafter defined) shall be issued in three series, such series to be designated (i) Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011A in the aggregate principal amount of $420,155,000 (the "2011A Third Lien Bonds"), (ii) Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201 IB in the aggregate principal amount of $295,920,000 (the "201 IB Third Lien Bonds"), and (iii) Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011C in the aggregate principal amount of $283,925,000 (the "2011C Third Lien Bonds," and together with the 2011A Third Lien Bonds and the 201 IB Third Lien Bonds, the "Bonds"), and that the Bonds shall be dated, bear interest and mature, and shall be subject to optional and mandatory redemption (with Sinking Fund payments applied) prior to maturity, all as set forth in the "Schedule of Maturities" attached here to as Exhibit A.
(c) Pursuant to Part D, Article I, Sections 1.2(a), (b) and (c) of the Original Bond Ordinance, the undersigned Chief Financial Officer has determined, with the concurrence of the Chairman of the Committee on Finance of the City Council, that the aggregate purchase price of the Bonds shall be $1,007,418,122.30 (reflecting an Underwriters' discount of $5,312,603.25 and a net original issue premium of $12,730,725.55) and on behalf of the City has executed and delivered a Contract of Purchase dated April 27, 2011 between the City and Citigroup Global Markets, Inc., as representative of the underwriters as listed therein (the "Contract of Purchase").
(d) Pursuant to Part B, Article II, Section 2.2(c) of the Original Bond Ordinance, the undersigned Chief Financial Officer has determined that (i) the 2011A Third Lien Bonds shall be entitled to the benefit of its own Debt Service Reserve Account established under the Thirty-Eighth Supplemental Indenture dated as of April 1, 2011 pursuant to which the 2011A Third Lien Bonds were issued, and (ii) the 201 IB Third Lien Bonds and the 2011C Third Lien Bonds are "Common Reserve Bonds" as defined in the related Supplemental Indentures.
(e) Pursuant to Part B, Article II, Section 2.2 of the Bond Ordinance, the undersigned Chief Financial Officer has determined that the City will use the proceeds from the sale of the
Bonds, together with other available funds, to: (i) pay the costs of certain Projects; (ii) satisfy the related Reserve Requirement (as defined in the Official Statement) for the Bonds; (iii) pay capitalized interest on certain of the Bonds; and (iv) pay the costs of issuing the Bonds.
(f) Pursuant to Part D, Article I, Section 1.2(f) of the Original Bond Ordinance, the undersigned Chief Financial Officer has executed a Continuing Disclosure Undertaking, dated as of May 5, 2011, 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.
(g) Pursuant to Part D, Article I, Section 1.2(c) of the Original Bond Ordinance, delivered herewith for filing with the City Clerk and attached hereto as Exhibit B, is one copy of the Official Statement dated April 27, 2011 relating to the Bonds, and attached hereto as Exhibit C. is an executed copy of the Contract of Purchase relating to the Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his official signature this ^j^May of May, 2011.
CITY OF CHICAGO
EXHIBIT A SCHEDULE OF MATURITIES
[Maturities to be inserted]
SCHEDULE OF MATURITIES
$420,150,000 $295,920,000 $283,925,000
General Airport Third Lien General Airport Third Lien General Airport Third Lien
Revenue Bonds, Series 2011A Revenue Bonds, Series 201 IB Revenue Bonds, Series 2011C
Authorization: (i) Master Indenture of Trust Securing Chicago O'Hare International Airport Third Lien Obligations dated as of March 1, 2002 (the "Third Lien Master Indenture") as heretofore supplemented and amended and as further supplemented by a Thirty-Eighth Supplemental Indenture securing Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011A dated as of April 1, 2011 (the "Thirty-Eighth Supplemental Indenture"), a Thirty-Ninth Supplemental Indenture securing Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201 IB dated as of April 1, 2011 (the "Thirty-Ninth Supplemental Indenture"), and a Fortieth Supplemental Indenture securing Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201IC dated as of April 1, 2011 (the "Fortieth 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 of the City on September 8, 2010, as supplemented and amended by an ordinance adopted by an ordinance adopted by the City Council of the City on December 8, 2010.
Junior Lien Obligations: The Bonds are Junior Lien Obligations under the ordinance adopted by the City Council of the City on March 31, 1983, and entitled "An Ordinance Authorizing The Issuance by the City of Chicago of its Chicago-O'Hare International Airport General Airport Revenue Bonds, and Providing for the Payment and Security for Said Bonds" (the "General Airport Revenue Bond Ordinance").
Dated Date: May 5, 2011
Maturities, Interest Rates and Redemption Provisions for Series 2011A Bonds: The Series 2011A Bonds mature on January 1 of each of the following years, in the respective principal amounts set opposite such years, and the Series 2011A Bonds maturing in each such year bear interest from their date payable January 1, 2012 and semiannually thereafter on January 1 and July 1 of each year at the respective rates of interest per annum set forth opposite such years in the following table:
Year Principal Amount Interest Rate
2035 $142,365,000 5.625%
2039 277,790,000 5.750
The Series 2011A Bonds maturing on January 1, 2035 are subject to mandatory redemption, in part by lot as provided in the Thirty-Eighth Supplemental 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 amount thereof to be redeemed:
Year Principal Amount
2033 $42,705,000
2034 48,465,000
The Series 2011A Bonds maturing on January 1, 2039 are subject to mandatory redemption, in part by lot as provided in the Thirty-Eighth Supplemental 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 amount thereof to be redeemed:
Year Principal Amount
2036 $54,070,000
2037 57,180,000
2038 60,475,000
The Series 2011A Third Lien Bonds are subject to redemption at the option of the City on or after January 1, 2021 as a whole or in part at any time, and if in part, from such maturities as the City shall determine and within any maturity 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 201IB Bonds: The Series 201 IB Bonds mature on January 1 in each of the following years in the respective principal amounts set opposite such years, and the Series 201 IB Bonds maturing in each such year bear interest from their date payable January 1, 2012 and semiannually thereafter on January 1 and July 1 of each year at the respective rates of interest per armum set opposite such principal amounts in the following table:
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Year Principal Amount Interest Rate
2014 $ 2,115,000 3.00%
2015 9,765,000 4.00
2015 5,000,000 3.00
2016 13,940,000 5.00
2016 1,365,000 4.00
2017 35,060,000 5.00
2017 6,000,000 4.00
2018 33,050,000 5.00
2018 5,000,000 4.00
2019 18,825,000 5.00
2019 1,080,000 4.00
2020 19,930,000 5.00
2020 960,000 4.00
2021 20,340,000 5.00
2021 1,585,000 4.25
2022 22,765,000 5.00 2022 240,000 4.25 2031 41,745,000 5.50 2041 57,155,000 6.00
The 'Series 201 IB Bonds maturing on January 1, 2031 are subject to mandatory redemption, in part by lot as provided in the Thirty-Ninth Supplemental 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 amount thereof to be redeemed:
Year Principal Amount
2023 $4,155,000
2024 4,385,000
2025 4,625,000
2026 4,880,000
2027 5,150,000
2028 5,430,000
2029 5,115,000
2030 3,895,000
The Series 201 IB Bonds maturing on January 1, 2041 are subject to mandatory redemption, in part by lot as provided in the Thirty-Ninth Supplemental 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 amount thereof to be redeemed:
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Year Principal Amount
2032 $4,335,000
2033 4,595,000
2034 4,875,000
2035 5,165,000
2036 5,475,000
2037 5,805,000
2038 6,150,000
2039 ' 6,520,000
2040 6,910,000
The Series 201 IB Bonds are subject to redemption otherwise than from mandatory Sinking Fund Payments, at the option of the City, on or after January 1, 2021, as a whole or in part at any time, and if in part, in such order of maturity as the City shall determine and for any Series 201 IB Bonds of the same maturity and interest rate, by lot, at a redemption price equal to the principal amount of each Series 2010C Bond to be redeemed, plus accrued interest to the date of the redemption.
Maturities, Interest Rates and Redemption Provisions for Series 2011C Bonds: The Series 2011C Bonds mature on January 1 in each of the following years in the respective principal amounts set opposite such years, and the Series 2011C Bonds maturing in each such year bear interest from their date payable January 1, 2012 and semiannually thereafter on January 1 and July 1 of each year at the respective rates of interest per annum set opposite such years in the following table:
Year Principal Amount Interest Rate
2031 $ 44,940,000 5.50%
2041 238,985,000 6.50
The Series 2011C Bonds maturing on January 1, 2031 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 amount thereof to be redeemed:
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Year Principal Amount
2021 $ 105,000
2023 805,000
2024 1,075,000
2025 1,140,000
2026 3,885,000
2027 6,800,000
2028 7,160,000
2029 7,575,000
2030 7,980,000
The Series 2011C Bonds maturing on January 1, 2041 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 amount thereof to be redeemed:
Year Principal Amount
2032 $ 8,870,000
2033 27,070,000
2034 58,815,000
2035 51,355,000
2036 2,020,000
2037 705,000
2038 895,000
2039 2,345,000
2040 785,000
The Series 2011C Bonds are subject to redemption at the option of the City, on or after January 1, 2021, as a 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 a redemption price equal to the principal amount of each Bond to be redeemed, plus accrued interest to the date of the redemption.
60884039
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EXHIBIT B OFFICIAL STATEMENT
$1,000,000,000 Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds
CONTRACT OF PURCHASE
$420,155,000 Series 2011A (Non-AMT)
$295,920,000 Series 201 IB (Non-AMT)
$283,925,000 Series 201 iC (Non-AMT)
April 27, 2011
City of Chicago
Office of Chief Financial Officer 33 North LaSalle Street, 6th Floor Chicago, Illinois 60602 Attn: Chief Financial Officer
The undersigned, Citigroup Global Markets, Inc. (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 the following agreement with the City of Chicago, a municipal corporation and a home mle 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 (the "Contract of Purchase") on or before 5:00 p.m., Chicago time, on April 27, 2011. 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 of Bonds. 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) of the City's $1,000,000,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, consisthig of its:
(i) $420,155,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011A (Non-AMT) (the "2011A Third Lien Bonds ");
(ii) $295,920,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201 IB (Non-AMT) (the "2011B Third Lien Bonds"); and
(iii) $283,925,000 aggregate principal amount of Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201 IC (Non-AMT) (the "2011C Third Lien Bonds ").
The 2011A Third Lien Bonds, the 201 IB Third Lien Bonds and the 201 IC Third Lien Bonds are referred to collectively herein as the "2011 Third Lien Bonds."
The 2011 Third 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 2011 Third 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 2011 Third 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 of the 2011 Third Lien Bonds if the conditions of Closing (as defined in Section 6 hereof) are satisfied. The aggregate purchase price for the 2011 Third Lien Bonds shall be $1,007,418,122.30 (reflecting an underwriters' discount of $5,312,603.25 and a net original issue premium of $12,730,725.55) consisting of the purchase price for each Series of 2011 Third 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 2011 Third Lien Bonds at the respective initial offering prices or 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 2011 Third Lien Bonds.
The Representative will provide the City and Co-Bond Counsel (as defined herein) with a closing certificate confirming the reoffering yields and prices of the 2011 Third Lien Bonds, and the Underwriters acknowledge that the City and Co-Bond Counsel will rely on said certificate to establish the yield on the 2011 Third 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 2011 Third Lien Bonds.
2. 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 April 12, 2011 relating to the 2011 Third Lien Bonds, as supplemented by Supplement No. 1, dated April 14, 2011, and by Supplement No. 2 dated April 25, 2011 (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 business days after the City's acceptance hereof, the City shall deliver, or cause to be delivered, to the Representative six copies of the Official Statement, signed on behalf of the City by the Authorized Officer, and the Official
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Statement so delivered shall be "final" for purposes of Rule 15c2-12. The City shall provide, or cause to be provided, at its expense, to the Underwriters as soon as practicable, but not more than seven 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 mles of the Commission and the Municipal Securities Rulemaking Board (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 2011 Third 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.
3. Authorization. The 2011 Third 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 2011 Third Lien Bonds will be issued pursuant to an ordinance adopted by the City Council of the City on September 8, 2010, as amended and supplemented by an ordinance adopted by the City Council on December 8, 2010 (the "Bond Ordinance") and a Master Indenture of Trust Securing Chicago O'Hare International Airport Third Lien Obligations, dated as of March 1, 2002, as amended (the "Third 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 previously supplemented and amended and as further supplemented by the Thirty-Eighth Supplemental Indenture (the "Thirty-Eighth Supplemental Indenture"), the Thirty-Ninth Supplemental Indenture (the "Thirty-Ninth Supplemental Indenture") and the Fortieth Supplemental Indenture (the "Fortieth Supplemental Indenture"), each dated as of April 1, 2011 and each from the City to the Trustee. The Third Lien Master Indenture and the Thirty-Eighth Supplemental Indenture, the Thirty-Ninth Supplemental Indenture and the Fortieth Supplemental Indenture are hereinafter referred to collectively as the "Third Lien Indenture."
The City Council of the City has heretofore on March 31, 1983, adopted an ordinance entitled "An Ordinance Authorizing the Issuance by the City of Chicago of its Chicago-O'Hare International Airport General Airport Revenue Bonds, and Providing for the Payment of and Security for said Bonds" (said ordinance, as supplemented and amended to the date hereof, the "General Airport Revenue Bond Ordinance").
The City Council of the City has heretofore on January 12, 1993, adopted an ordinance entitled "An Ordinance Authorizing the Submission of Application to Federal Aviation Administration for Imposition of Passenger Facility Charge by the City of Chicago at Chicago-O'Hare International Airport and to Use Revenue Generated for Airport-Related Projects" (said ordinance, as supplemented and amended to the date hereof, the "PFC Revenue Ordinance ").
4. Representations and Warranties of the City. The City hereby represents and warrants to the Underwriters as follows:
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(a) 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.
(b) The City has all requisite legal right, power and authority to adopt the Bond Ordinance; to execute, issue and deliver the 2011 Third Lien Bonds; to execute and deliver this Contract of Purchase, the General Tax Certificates and the Tax Compliance Certificates each from the City (collectively, the "Tax Compliance Certificate") dated as of the Closing Date (as hereinafter defined), the Third Lien Indenture, the Airport Use Agreements, the Continuing Disclosure Undertaking (the "Undertaking"), and to execute and deliver the Official Statement. The execution and delivery of this Contract of Purchase, the Tax Compliance Certificate, the 2011 Third Lien Bonds, the Airport Use Agreements, the Undertaking, the Third Lien Indenture, the adoption of the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance and the Bond Ordinance, and the issuance of the 2011 Third 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 of the City.
(c) This Contract of Purchase, the Airport Use Agreements, the Official Statement and the Third Lien Indenture have been, and the Tax Compliance Certificate, the Undertaking, and the 2011 Third Lien Bonds (when delivered and paid for at the Closing) shall be, duly authorized, executed, delivered and (in the case of the 2011 Third Lien Bonds) authenticated by the Trustee and issued by the City. This Contract of Purchase, the Third Lien Indenture, the Tax Compliance Certificate, the Airport Use Agreements and the Undertaking (when each is executed and delivered) and the 2011 Third 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 General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance and the Bond Ordinance have been duly and lawfully adopted and are in full force and effect and are valid and binding upon the City. When delivered and paid for at the Closing, the 2011 Third 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 Third Lien Indenture.
(d) The adoption of the Bond Ordinance, the General Airport Revenue Bond Ordinance and the PFC Revenue Ordinance; the execution and delivery of this Contract of Purchase, the Third 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, the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance, the Airport Use Agreements, and the Third Lien Indenture; and the issuance and sale of the 2011 Third 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)
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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 or the Third Lien Indenture or any applicable law or administrative regulation of the State of Illinois or the United States or any department, division, agency or instmmentality of either, including the PFC Act, the PFC Regulations, the Grant Letters of Intent, and the PFC Approvals, or any applicable judgment or decree 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 2011 Third Lien Bonds, the operation of O'Hare, the imposition or collection of passenger facility charges at O'Hare ("PFCs") or the use or pledge of the Available PFCs and Net Grant Receipts or the authorization or issuance of the 2011A Third Lien Bonds or the 201 IB Third 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 Third Lien Indenture, the 2011 Third Lien Bonds, the Undertaking, or this Contract of Purchase nor the performance by the City of its obligations under the Third Lien Indenture, the 2011 Third Lien Bonds, 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 instmmentality of either, including the PFC Act, the PFC Regulations and the PFC Approvals, 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 2011 Third Lien Bonds.
(e) 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 of the 2011 Third Lien Bonds or in any way questioning or affecting: (i) the proceedings under which the 2011 Third Lien Bonds are to be issued; (ii) the validity or enforceability of any provision of the 2011 Third Lien Bonds, the Third Lien Indenture, the Tax Compliance Certificate, the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance, the Bond Ordinance, the Airport Use Agreements, the Undertaking, or this Contract of Purchase; (iii) the O'Hare Modernization Program; (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 2011 Third Lien Bonds.
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(f) 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 2011 Third Lien Bonds, the Bond Ordinance, the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance, the Third Lien Indenture, the Tax Compliance Certificate, the Undertaking or this Contract of Purchase or the ability to impose and collect PFCs at O'Hare.
(g) Other than liens and encumbrances described in the Official Statement, there are no liens or encumbrances on the Revenues, the PFC Revenues, the Net Grant Receipts, or the revenues, funds or accounts pledged pursuant to the Third Lien Indenture.
(h) 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 matter required as a condition precedent to the execution and delivery by the City of the 2011 Third Lien Bonds, the Tax Compliance Certificate, the Third Lien Indenture, 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 of the Underwriters contained in Section 11 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 2011 Third Lien Bonds and upon which said officer may be called upon to act or vote; provided, however, that nothing in this Section AQa) shall give rise to a cause of action by the Underwriters against the City.
(1) The Official Statement is as of the date hereof, and as of the Closing Date (as defined herein) will be, tme and complete in all material respects, and the Official Statement does not, and as of the Closing Date, will not, contain any untme statement of
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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 untme 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: "Regarding the Use of This Official Statement," "Tax Matters," "Underwriting," or the information included in the Official Statement in APPENDICES E, F, and G thereto.
(m) The City is in compliance with each continuing disclosure undertaking that it has entered into in accordance with Rule 15c2-12, except as disclosed in the Official Statement.
5. Covenants of the City. In connection with the purchase and sale of the 2011 Third Lien Bonds, pursuant to this Contract of Purchase, the City hereby covenants that:
(a) The City will make available such information, execute such instmments and take such other action in cooperation with the Underwriters as the Representative may reasonably request to qualify the 2011. Third 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 counsel for the Underwriters may designate in writing; 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.
(b) The City will cooperate to make available such information, execute such instmments 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 2011 Third Lien Bonds with DTC.
(c) 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 denned 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 counsel to the Underwriters in writing of such event and, if such event requires, in the opinion of the City, the Representative or 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
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Statement, as so amended or supplemented, will not, in light of the circumstances under which they were made, be misleading.
(d) The City shall apply the proceeds of the 2011 Third Lien Bonds in accordance with the Bond Ordinance and the Third Lien Indenture.
(e) Between the date of this Contract of Purchase and the Closing Date, except for the Contract of Purchase relating to its Chicago O'Hare International Airport Passenger Facility Charge Revenue Refunding Bonds, Series 2011A and Series 201 IB which have been marketed concurrently with the. 2011 Third Lien Bonds, 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, PFC Revenues, or the Net Grant Receipts, other than the 2011 Third Lien Bonds, and, subsequent to the respective dates as of which information is given in the Official Statement and up to and including the date of the Closing, 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 constmction 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 operations or condition, financial or otherwise, of O'Hare, except as described in the Official Statement.
■ (f) The City will enter into the Undertaking pursuant to Rule 15c2-12, which Undertaking shall be substantially in the form described in the Official Statement, with such changes as may be agreed to by the Representative and the City.
6. Closing. The delivery of and payment for the 2011 Third Lien Bonds is herein called the "Closing." The Closing shall take place on May 5, 2011 (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 2011 Third Lien Bonds shall be made to the Underwriters by way of delivery to the Tmstee 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 of the Underwriters set forth in Section 7 hereof have been satisfied and all documents and instmments 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 2011 Third 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 2011 Third 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 Third Lien Indenture. The City shall release or authorize the release of the 2011 Third Lien Bonds on the Closing Date upon receipt of payment for the 2011 Third 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 CUSEP identification numbers will be printed on the 2011 Third Lien Bonds, but neither the failure to print such number on any 2011 Third Lien Bonds nor any error with respect thereto
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shall constitute cause for a failure or refusal by the Underwriters to accept delivery of and pay for the 2011 Third Lien Bonds in accordance with the terms of this Contract of Purchase. All expenses in relation to the printing of CUSE? numbers on the 2011 Third Lien Bonds and the CUSJP Service Bureau charge for the assignment of such numbers shall be paid for by the Underwriters.
7. 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 of the City contained herein and to be contained in the documents and instmments 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 2011 Third Lien Bonds are subject to the performance by the City of its obligations to be performed hereunder and under such aforesaid documents and instmments at or prior to the Closing, and are also subject to the following conditions:
(a) The representations and warranties of the City contained herein and in the Third Lien Indenture will be tme, complete and correct on the date hereof and on and as of the date of the Closing with the same effect as if made on the date of the Closing.
(b) At the time of the Closing, (i) the Bond Ordinance, the General Airport. Revenue Bond Ordinance, the PFC Revenue Ordinance, the Third 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 agreed to as provided herein; and (ii) all necessary action on the part of the City relating to the issuance of the 2011 Third 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 2011 Third Lien Bonds by notifying the City of its election to do so if, after the execution hereof and prior to the Closing:
(i) the marketability of the 2011 Third Lien Bonds or the market price thereof, in the 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 mling 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 2011 Third Lien Bonds) or the interest thereon; or
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(ii) legislation shall be enacted by the Congress of the 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 mling 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 of the general character of the 2011 Third Lien Bonds, which, in the 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
(iii) 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 mling, regulation, proposed regulation or statement by or on behalf of the Commission or any other agency of the federal government having jurisdiction of the subject matter shall be made, to the effect that the 2011 Third Lien Bonds are not exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act") or the Exchange Act, or the Third Lien Indenture is not exempt from the qualification requirements of the Tmst Indenture Act of 1939, as amended (the "Trust Indenture Act"); or
(iv) a stop order, mling, 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 2011 Third Lien Bonds or the effectiveness of the Third 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 Tmst Indenture Act; or
(v) 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 any other national emergency relating to the effective operation of the 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 of the 2011 Third Lien Bonds; or
(vi) there shall have occurred a general suspension of trading on the New York Stock Exchange; or
(vii) a general banking moratorium shall have been declared by United States, State of Illinois or State of New York authorities; or
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(viii) 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 of the 2011 Third Lien Bonds or makes it, in the reasonable opinion of the Representative, impracticable or inadvisable to proceed with the delivery of the 2011 Third Lien Bonds on the terms and in the maimer 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 of the O'Hare Modernization Program; or
(ix) the ratings of the 2011 Third Lien Bonds 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 2011 Third Lien Bonds which event or events, in the Representative's reasonable opinion, materially adversely affects the market price of the 2011 Third Lien Bonds or make it, in the reasonable opinion of the Representative, impracticable or inadvisable to proceed with the delivery of the 2011 Third Lien Bonds on the terms and in the manner contemplated by the Official Statement; or
(x) a committee of the House of Representatives or the Senate of the Congress of the 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 the PFC Act, the PFC Regulations or the PFC Approvals, or the FAA shall propose any revisions to the PFC Regulations or PFC Approvals, which in the Representative's reasonable opinion, materially adversely affect the market price of the 2011 Third Lien Bonds or make it, in the opinion of the Representative, impracticable or inadvisable to proceed with the delivery of the 2011 Third Lien Bonds on the terms and in the manner contemplated by the Official Statement.
(d) At or prior to the Closing, the Representative has received each of the following documents:
(i) Six copies of the Official Statement of the City, manually executed by an Authorized Officer;
(ii) A copy, duly certified by an Authorized Officer, of the Bond Ordinance as adopted by the City Council of the City;
(iii) The approving opinions dated the date of the Closing and addressed to the City, together with a reliance letter addressed to the Tmstee and the Underwriters, of Katten Muchin Rosenman LLP, Chicago, Illinois and Charity
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& Associates, P.C., Chicago, Illinois, Co-Bond Counsel to the City ("Co-Bond Counsel"), in substantially the form included in the Official Statement;
(iv) An opinion or opinions, dated the date of the Closing and addressed to the Underwriters and the City, of Co-Bond Counsel, to the effect that:
(A) 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, and the binding effect of each such instmment on, the other party thereto, the Contract of Purchase and the Undertaking are legal, valid and binding obligations of the City, enforceable against the City in accordance with their respective terms, subject to the qualification that the enforcement thereof may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion;
(B) the 2011 Third Lien Bonds are not subject to the registration requirements of the 1933 Act, and the Bond Ordinance and the Third Lien Indenture are exempt from qualification pursuant to the Tmst Indenture Act;
(C) 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 2011 Third Lien Bonds has been duly authorized by the City;
(D) the statements contained in the Official Statement under the captions "Introduction - Authorization" and "-Security for the 2011 THIRD LIEN BONDS" (except as it relates to the Airport Use Agreements, the amount of outstanding Third Lien Bonds, the authority of the City to impose and use passenger facility charges, the aggregate total amount of passenger facility charges available to pay for certain Airport Projects and the almual Anticipated Grant Receipts Amounts), "THE 2011 Third Lien Bonds," "Security for the 2011 Third Lien Bonds" (except for the information contained in the last five paragraphs under the caption "- Debt Service Reserve Accounts - Common Debt Service . Reserve Account" and except for the information under the caption "-Debt Service Coverage Covenants Related to the CP Notes" and "- Airport Use Agreements") "Tax Matters" and in Appendix A — "Glossary of Terms" (to the extent such terms are defined in the Third Lien Indenture or the PFC Indenture), in Appendix B "Summary of Certain Provisions of the Third Lien Indenture" and Appendix F — "Proposed Forms of Opinions of Co-Bond Counsel," respectively, are
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fair and accurate statements or summaries of the matters set forth therein; and
(E) based on the examinations which they have made as Co-Bond Counsel and their participation at conferences at which the Official Statement was discussed, but without having undertaken to determine independently the accuracy or completeness of the statements in the Official Statement other than those described in clause (D) above, Co-Bond 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 in any material respect; provided that no belief or opinion need be expressed regarding any financial, forecast, technical, operating and statistical statements and data included in the Official Statement, or the information included in the Official Statement under the captions "REGARDING THE USE OF This Official Statement," "Security for the 2011 Third Lien Bonds -Debt Service Coverage Covenants Related to the CP Notes," or in the last five paragraphs under the caption "-SECURITY FOR THE 2011 Third Lien Bonds" " - Debt Service Reserve Accounts - Common Debt Service Reserve Account" or in APPENDICES C, D, E, or G;
(v) An opinion, dated the date of the Closing 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:
(A) the City is a home mle 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 General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance and 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 Third Lien Indenture, and the Undertaking, to authorize, issue and sell the 2011 Third Lien Bonds, to operate O'Hare and to maintain, collect and enforce the collection of Revenues as provided in the the General Airport Revenue Bond Ordinance, the Bond Ordinance, the Airport Use Agreements, and the Third Lien Indenture, and to impose, collect and cause the collection by Collecting Carriers of PFC Revenues as provided in the the Bond Ordinance and the PFC Revenue Ordinance and to receive and apply Net Grant Receipts under the Grant Letters of Intent;
(B) this Contract of Purchase, the Third Lien Indenture, the Tax Compliance Certificate, and the Undertaking have been duly authorized,
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executed and delivered by, and the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance, and the Bond Ordinance have been duly adopted by the City, and are in full force and effect; and, assuming due authorization and execution by the other parties thereto, this Contract of Purchase, the Third 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;
(C) the Preliminary Official Statement has been duly authorized and delivered, and the Official Statement has been authorized, executed and delivered, by the City;
(D) to the knowledge of the Corporation Counsel, compliance with the provisions of the Bond Ordinance, the General Airport Revenue Bond Ordinance, the Grant Letters of Intent, and the PFC Revenue Ordinance, and the execution, delivery and performance of the Third 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 instmmentality of either or any loan agreement, note, resolution, ordinance, indenture, mortgage, deed of tmst, agreement or other instmment to which the City is a party or may otherwise be subject;
(E) 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 2011 Third Lien Bonds, the Third Lien Indenture, the Tax Compliance Certificate, and the Undertaking which are required to be obtained prior to the execution and delivery of the foregoing instmments have been obtained and are in full force and effect;
(F) 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 of the 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 2011 Third Lien Bonds, or the right, power and authority of the City to impose and collect Revenues generally or other moneys pledged or to be pledged to pay the principal of and interest on the 2011 Third Lien Bonds, or the pledge of Available PFCs or Net Grant
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Receipts, or the right, power and authority of the City to impose and collect PFC Revenues including Available PFCs generally, in any way contesting or affecting the validity or enforceability of the 2011 Third Lien Bonds, the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance, the Bond Ordinance, this Contract of Purchase, the Third Lien Indenture, the Undertaking, the Airport Use Agreements, the Grant Letters of Intent, 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 2011 Third Lien Bonds, the Bond Ordinance, the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance, this Contract of Purchase, the Third Lien Indenture, the Undertaking, the Airport Use Agreements, the Grant Letters of Intent or the Tax Compliance Certificate;
(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 Corporation Counsel has no reason to believe that the Official Statement contains any untme 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: "REGARDING THE USE OF THIS OFFICIAL STATEMENT," "TAX MATTERS," "UNDERWRITING," "FINANCIAL ADVISOR," "iNDEPENDENT AUDITORS", "RATINGS", "AIRPORT CONSULTANT" Or the
information set forth in APPENDICES B, D, E, F and G;
(H) 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 "INTRODUCTION,". "SECURITY. FOR THE 2011 THIRD LlEN BONDS -
Debt Service Reserve Accounts" (but only as to the last five (5) paragraphs thereof and under the caption " -Debt Service Coverage Covenants Realted to the CP Notes") " - Airport Use Agreements," "Chicago O'Hare International Airport—Other Commercial Service Airports Serving the Chicago Region—Proposal to Lease Midway to Private Operator," "OUTSTANDING INDEBTEDNESS AT O'HARE—O'Hare Commercial Paper Programs," "PFC PROGRAM AT O'HARE—Collection of the PFCs—Treatment of PFCs in Airline Bankruptcies (but only the second and third paragraphs thereunder)," "Certain Investment Considerations Relating to the Net Grant Receipts" and "Certain Investment Considerations Relating to the Airlines, the Airline
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Industry, PFCs and O'Hare—Effect of Airline Bankruptcy" (but only the third paragraph thereunder) and in Appendlx A "GLOSSARY OF Terms" and Appendix C - "Summary of Certain Provisions of the Airport Use Agreements," present a fair and accurate summary of such provisions.
(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 2011 Third Lien Bonds during the term of the Airport Use Agreements constitute "General Airport Revenue Bonds Debt Service" within the meaning ascribed to such term in the Airport Use Agreements, and provision for the payment of Debt Service on the 2011 Third Lien Bonds is required to be included in the calculation of Airport Fees and Charges under the Airport Use Agreements.
(vi) Opinions, dated the date of the Closing and addressed to the Underwriters, of Burke, Warren, MacKay & Serritella, P.C., Chicago, Illinois and the Hardwick Law Firm, LLC, Chicago, Illinois, as co-counsel for the Underwriters ("Co-Underwriters' Counsel"), to the effect that:
(A) the 2011 Third Lien Bonds are exempt securities which do not require registration under the 1933 Act, and the Bond Ordinance and the Third Lien Indenture need not be qualified under the Tmst Indenture Act;
(B) 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 2011 Third Lien Bonds contained in this Contract of Purchase have been satisfied or waived; and
(C) based upon their participation in the preparation of the Official Statement as counsel for the Underwriters 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, the counsel for the Underwriters have no reason to believe that the Official Statement contains any untme 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 is stated regarding (i) the financial statements or other financial, operating, accounting, forecast, technical and statistical statements and data contained or incorporated in the Official Statement, (ii) the statements and information set forth under the captions "Regarding the Use of This Official Statement," "Federal Legislation, State Actions and Proposed South. Suburban
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Airport" and "Litigation" and in Appendices A, B, C, D, E and F to the Official Statement, and (iii) the information describing the opinions of Co-Bond Counsel under the caption 'Tax Matters."
(vii) A certificate dated the date of Closing, of an Authorized Officer of the City to the effect that:
(A) the representations and warranties of the City contained herein are tme and correct in all material respects on and as of the date of the Closing with the same effect as if made on the date of the Closing; and
(B) 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;
(viii) A certificate, dated the date of the Closing, of an Authorized Officer and the Commissioner of the Chicago Department of Aviation of the City 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, 2010 to the date of the Closing, 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, 2009,, included as Appendix D to the Official Statement;
(ix) A certificate, dated the date of the Closing, of the Commissioner of the Chicago Department of Aviation of the City to the effect that the information contained in the Official Statement under the captions "Introduction —Other Indebtedness at O'Hare," "—Chicago O'Hare International Airport," — Capital Development Programs," and "—Regional Airport Oversight," "Security for the 2011 Third Lien Bonds," "Plan of Finance" "Sources and Uses of Funds," "Chicago O'Hare International Airport," "Operations at O'Hare," "O'Hare Financial Information," "Outstanding Indebtedness at O'Hare," "PFC Program at O'Hare (but not the second and third paragraphs under the sub-caption "—Collection of the PFCs—Treatment of PFCs in Airline Bankruptcies")" "DESCRIPTION OF AEP AND LETTER OF INTENT Program," "Capital Development Programs," "Federal Legislation, State Actions and Proposed South Suburban Airport," "Certain Investment Considerations Relating to Net Grant Receipts," "Certain Investment Considerations Relating to the Airlines, the Airline Industry, PFCs and O'Hare —Availability of Various Sources of Funding," "—Issuance of Future Indebtedness to Fund OMP Completion Phase," "—PFCs," "—Financial Condition of Airlines Serving O'Hare," "—Effect of Airline Bankruptcy (but not the third paragraph thereunder)," "—Factors Affecting O'Hare," "—Additional Investment
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Considerations," and "—Litigation Risk Factors" does not contain any untme 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;
(x) 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," "—Capital Development Programs," and "—The Airport Consultant," "Chicago O'Hare International Airport" (but not including information imder the sub-captions "—Other Commercial Service Airports Serving the Chicago REGION—Proposal to Lease Midway to Private Operator" and "—BUDGET Procedures"), "Operations At O'Hare," "Capital Development Programs" "Certain Investment Considerations Relating to Net Grant Receipts," "Certain Investment Considerations Relating to the Airlines, the Airline Industry, PFCs And O'Hare—Aviation Industry," "Airport Consultant" and Appendix E does not include any untme 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;
(xi) Executed counterparts or certified copies of the General Airport Revenue Bond Ordinance, the PFC Revenue Ordinance, the Bond Ordinance, the Third Lien Indenture and the Undertaking;
(xii) Evidence satisfactory to the Representative that the 2011 Third Lien Bonds have received at least the following ratings, respectively, from Moody's Investors Service, Standard and Poor's Ratings Service and Fitch Ratings: "A 1", "A-"- and "A-";
(xiii) One counterpart original of a transcript of all documents and proceedings relating to the authorization and issuance of the 2011 Third Lien Bonds;
(xiv) The Blanket DTC Letter of Representation dated March 9, 1995 between the City and DTC;
(xv) An executed counterpart of the Tax Compliance Certificate;
(xvi) 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 tmth and accuracy, as of the date hereof and as of the date of Closing, of the representations,
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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 of the opinions, letters, certificates, instmments 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.
8. 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 2011 Third 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 2011 Third 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 as to the obligation set forth in paragraph 9 hereof.
9. Expenses. The Underwriters shall be under no obligation to pay, and the City shall pay, but solely from the proceeds of the 2011 Third 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 Third Lien Indenture, the Tax Compliance Certificate, the Undertaking, the Preliminary Official Statement and the Official Statement; (ii) the cost of the preparation and printing, if any, of the 2011 Third 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 of the Tmstee in its capacity as tmstee for the 2011 Third Lien Bonds and (ix) any other expenses incurred in connection with the issuance of the 2011 Third 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 of the 2011 Third 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 2011 Third Lien Bonds.
10. Compliance with Municipal Code. Each Underwriter understands and severally 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. The Underwriters acknowledge (a) receipt of a copy of Section 2-156-030(b) of the Municipal Code of Chicago, (b) they have read such provision and understand 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
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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 shall be grounds for termination of this Contract of Purchase and the transactions contemplated hereby. The Underwriters hereby severally represent and warrant that, to the best of their 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 2011 Third Lien Bonds and upon which such officer may be called upon to act or vote.
11. Underwriters Representations and Warranties, a. 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, mle, 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 tmst, a contract or otherwise.
b. The Representative further represents and warrants that the Underwriters have heretofore authorized the Representative to execute any document on behalf of or 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 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") or (b) otherwise eligible under FINRA mles 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, of the various jurisdictions in which it offers the 2011 Third Lien Bonds for sale. The Representative, the Underwriters and the Representative's Affiliate represent, warrant and covenant that they are and will be in compliance with all applicable laws, mles and regulations in connection with the offering, issuance and sale of the 2011 Third Lien Bonds.
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c. The Underwriters, as the initial owners of the 2011 Third Lien Bonds, will consent to the pending amendment of the Third Lien Indenture contained in the Thirty-Seventh Supplemental Indenture.
12. No Advisory or Fiduciary Role. The City acknowledges and agrees that (i) the purchase and sale of the 2011 Third Lien Bonds pursuant to this Contract of Purchase is an arm's-length commercial transaction between the City and the Underwriters, (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, 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 mles of the Commission or the MSRB and (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate.
13. 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 of the Underwriters or (ii) delivery of any payment for the 2011 Third Lien Bonds pursuant to this Contract of Purchase.
14. 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, 33 North LaSalle Street, 6th 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 Citigroup Global Markets, Inc., 227 W. Monroe St, 25th Floor, Chicago, IL 60606.
15. Time is of the Essence. Time is of the essence in consummation of the transactions contemplated by this Contract of Purchase.
16. 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 of the 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 2011 Third Lien Bonds against any officer or employee of the City.
Any obligations or liabilities of the City under or arising out of this Contract of Purchase or the purchase or sale of the 2011 Third Lien Bonds shall be limited obligations or liabilities
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payable exclusively from legally available Revenues, and with respect to the 2011 Third Lien Bonds also payable from Available PFCs and Net Grant Receipts as discussed in the Official Statement, and shall not be 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 of the City to satisfy any obligations or liabilities of the City under or arising out of this Contract of Purchase or the purchase or sale of the 2011 Third Lien Bonds.
17. Governing Law. This Contract of Purchase shall be governed by and construed in accordance with the laws of the 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.
18. 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 instmment.
19. 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.
20. 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.
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IN Witness WHEREOF, the parties hereto have caused this Contract of Purchase in connection with the Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011 A, the Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201 IB, and the Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201 IC, to be executed by their duly authorized representatives as of the date first above written.
Very tmly yours,
CITIGROUP GLOBAL MARKETS, INC. On behalf of itself and as Representative for the Underwriters listed in Schedule I
Director
The foregoing is hereby accepted as of The date first written above:
City of Chicago
By
Edward M. Burke Chairman, Committee on Finance, City of Chicago
Chief Financial Officer
ScheduleI
TO
Contract of Purchase
Underwriters Senior Managers Citigroup Global Markets, Inc. Co-Senior Managers Siebert Brandford Shank & Co., LLC
Co-Managers
Barclays Capital Estrada Hinojosa & Company, Inc. Jackson Securities Jefferies & Company Melvin Securities, LLC Morgan Keegan PNC Capital Markets LLC Samuel A. Ramirez & Co., Inc. Rice Financial Products Company Toussaint Capital Partners, LLC
Exhibit A
$420,155,000
General airport Third Lien Revenue Bonds, Series 2011A
TERM BONE
maturity (January 1) 2035 2039
$142,365,000 277,790,000
Amount
Interest Rate 5.625% 5.750%
Yield
5.860%
5.940%
Price 97.003 97.426'
CUSIP* 167593FJ6 167593FH0
Optional Redemption Provisions. The 2011A Third Lien Bonds are subject to redemption at the option of the City on or after January 1, 2021, as a 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 a redemption price equal to the principal amount of each 2011A Third Lien Bond to be redeemed, plus accrued interest to the date of redemption.
Mandatory Sinking Fund Redemption Provisions. The 2011A Third Lien Bonds maturing on January 1, 2035 and January 1, 2039, are subject to mandatory redemption, in part by lot as provided in the Third Lien 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 amount thereof to be redeemed:
Copyright 2011, 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 2011 Third 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 of the 2011 Third 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 procureruent of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the 2011 Third Lien Bonds.
\
*
2011A Third Lien Bonds Maturing on January 1,2035
Principal
Year Amount
2033 $42,705,000
2034 48,465,000
2035 51,195,000
2011A Third Lien Bonds Maturing on January 1, 2039
Principal
Year Amount
2036 $54,070,000
2037 57,180,000
2038 60,475,000
2039 106,065,000
A-2
$295,920,000
General airport Third Lien Revenue Bonds, Series 2011B
Maturity (January 1)
2014
2015
2015
2016
2016
2017
2017
2018
2018
2019
2019
2020
2020
2021
2021
2022
2022
Amount $2,115,000
9,765,000
5,000,000 13,940,000
1,365,000 35,060,000
6,000,000 33,050,000
5,000,000 18,825,000
1,080,000 19,930,000 960,000 20,340,000
1,585,000 22,765,000 240,000
Interest Rate 3.000% 4.000 3.000 5.000 4.000 5.000 4.000 5.000 4.000 5.000 4.000 5.000 4.000 5.000 4.250 5.000 4.250
Yield
2.100%
2.450
2.450
2.800
2.800
3.230
3.230
3.590
3.590
3.900
3.900
4.130
4.130
4.310
4.310
4.470
4.470
PRICE 102.311 105.385 101.910 109.536 105.200 109.078 103.947 108.277 102.404 107.214 100.652 106.272
99.057 105.397
99.525 104.113
98.146
CUSIP*
167593FK3
167593FW7
167593FL1
167593FX5
167593FM9
167593FY3
167593FN7
167593FZ0
167593FP2
167593GA4
167593FQ0
167593GB2
167593FR8
167593GC0
167593FS6
167593GD8
167593FV9
TERM BONDS
2031 $41,745,000 5.500% 5.690% 97.760 167593FT4
2041 57,155,000 6.000 6.000 100.000 167593FU1
c Priced to call date of January 1, 2021.
Optional Redemption Provisions. The 201 IB Third Lien Bonds maturing on or after January 1, 2022, are subject to redemption at the option of the City on or after January 1, 2021, as a whole or in part at any time, and if in part, in such order of maturity as the City shall determine and within the same maturity and interest rate by lot, at a redemption price equal to the principal amount of each 201 IB Third Lien Bond to be redeemed, plus accmed interest to the date of redemption.
Copyright 2011, 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 2011 Third 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 of the 2011 Third 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 of the 2011 Third Lien Bonds.
A-3
Mandatory Sinking Fund Redemption Provisions. The 201 IB Third Lien Bonds maturing on January 1, 2031, and January 1, 2041, are subject to mandatory redemption, in part by lot as provided in the Third Lien 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 amount thereof to be redeemed:
201 IB Third Lien Bonds Maturing on January 1,2031
Year
Principal Amount
2023 2024 2025 2026 2027 2028 2029 2030 2031*
$4,155,000 4,385,000 4,625,000 4,880,000 5,150,000 5,430,000 5,115,000 3,895,000 4,110,000
201 IB Third Lien Bonds Maturing on January 1,2041
Year 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 *
Principal Amount
$4,335,000 4,595,000 4,875,000 5,165,000 5,475,000 5,805,000 6,150,000 6,520,000 6,910,000 7,325,000
Final Maturity
A-4
General airport Third Lien Revenue Bonds, Series 201 IC
Maturity Interest
(January 1) Amount Rate Yield Price CUSIP*
2031 $44,940,000 5.500% 5.690% 97.760 167593GE6
2041 238,985,000 6.500 5.750 105.488 c 167593GF3
Priced to call on January 1, 2021.
Optional Redemption Provisions. The 201 IC Third Lien Bonds are subject to redemption at the option of the City on or after January 1, 2021, as a 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 a redemption price equal to the principal amount of each 201 IC Third Lien Bond to be redeemed, plus accrued interest to the date of redemption.
Copyright 2011, 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 2011 Third 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 of the 2011 Third 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 of the 2011 Third Lien Bonds.
Mandatory Sinking Fund Redemption Provisions. The 201 IC Third Lien Bonds maturing on January 1, 2031, and January 1, 2041, are subject to mandatory redemption, in part by lot as provided in the Third Lien 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 amount thereof to be redeemed:
2011C Third Lien B onds Maturing on January 1,2031
Year
Principal Amount
2021 2023 2024 2025 2026 2027 2028 2029 2030 2031*
$ 105,000 . 805,000 1,075,000 1,140,000 3,885,000 6,800,000 7,160,000 7,575,000 7,980,000 8,415,000
201 IC Third Lien Bonds Maturing on January l, 2041
Year 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041*
Principal Amount
$8,870,000 27,070,000 58,815,000 51,355,000 2,020,000
705,000 895,000 2,345,000 785,000 86,125,000
Final Maturity
A-6
Exhibit B Purchase Price
Par Amount
Less Original Issue Discount
Less Original Issue Discount
Less Underwriters'
Discount Purchase Price
2011A Third Lien Bonds
$420,155,000.00 -11,416,993.65
0
-2.344.322.09 $406.393.684.26
201 IB Third Lien Bonds
Par Amount
Less Original Issue Discount
Plus Original Issue Premium
$295,920,000.00 -956,119.15 12,994,997.55
Less Underwriters' Discount
Purchase Price
-1.374.413.85 $306.584.464.55
Par Amount
Less Original Issue Discount
Plus Original Issue Premium
201IC Third Lien Bonds
$283,925,000.00 -1,006,656.00 13,115,496.80
Less Underwriters' Discount
Purchase Price
-1,593.867.31 51294.439.973 49
A-7
ACKNOWLEDGEMENT 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 $420,155,000 aggregate principal amount of the City's Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011A (the "2011A Third Lien Bonds"), $295,920,000 aggregate principal amount of the City's Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 201 IB (the "201 IB Third Lien Bonds"), and $283,925,000 aggregate principal amount of the City's Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011C (the "201 IC Third Lien Bonds," and together with the 2011A Third Lien Bonds and the 201 IB Third 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:
1. One executed copy of the Certificate;
2. One copy of the Official Statement dated April 27, 2011 relating to the Bonds; and
3. One executed copy of the Contract of Purchase dated April 27, 2011 relating to the Bonds.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]
In Witness Whfpp^c t u
Miguefcdli Valle City Cleric, City of Chicago
(SEAL)
Authorization
The City has authorized the distribution of this Official Statement.
This Official Statement has been duly executed and delivered by the Chief Financial Officer on behalf of the City.
City of Chicago
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Miguel Del Valle City Clerk
121 North LaSalle Street Room 107
Chicago, Illinois 60602
RE: $ 1,000,000,000 City of Chicago
Chicago O'Hare International Airport General Airport Third Lien Revenue Bonds, Series 2011 A, Series 201 IB and Series 201 IC (collectively the "Bonds")
Dear Mr. Del Valle:
Attached is the Certificate of the Chief Finance Officer of the City of Chicago , which is required to be filed in your office pursuant to Part D Section 1.2 (c) of the Bond Ordinance authorizing the issuance of the Bonds which was passed by the City Council of the City of Chicago (the "City Council") on September 8, 2010, as supplemented and amended by an ordinance adopted and approved by the City
Council on December 8, 2010.
V.
Please direct this filing to the City Council.
Very Truly Yours,
Chief Financial Officer