OREANDA-NEWS. Fitch Ratings has downgraded the long-term rating to 'AA' from 'AA+' and downgraded the short-term rating to 'F1' from 'F1+' assigned to the $213,295,000 San Francisco (City & County) Airport Commission (San Francisco International Airport) second series variable rate revenue refunding bonds series 2010A consisting of three subseries: series 2010A-1; series 2010A-2 and series 2010A-3 (the bonds). The Rating Outlook is Stable for the long-term rating.

The rating action is in connection with: (i) the substitution of the irrevocable direct-pay letter of credit (LOC) previously provided by JPMorgan Chase Bank, National Association (rated 'AA-/F1+', Stable Outlook') with a substitute LOC issued by Bank of America, National Association (BANA, rated 'A+/F1', Stable Outlook); and (ii) the mandatory tender of the bonds on June 29, 2016.

KEY RATING DRIVERS:

The long-term rating continues to be determined using Fitch's dual-party pay criteria and will be based jointly on the underlying rating assigned to the bonds by Fitch (currently rated 'A+', Stable Outlook), and the rating assigned by Fitch to BANA, which provides the substitute LOC as support for the bonds. The short-term 'F1' rating is based solely on the support of the substitute LOC. For information about the underlying credit rating see press release dated Jan. 19, 2016 'Fitch Rates San Francisco Int'l Airport (CA) Revs 'A+'; Outlook Stable' available at 'www. fitchratings. com'.

Fitch's dual-party pay criteria consider the likelihood of the failure of both a rated obligor and a bank LOC provider. The methodology results in a long-term rating that is up to two notches higher than the stronger of the two credits if the following conditions are met: (1) both entities have a rating of 'A' or higher; (2) the transaction is structured such that payments from both the municipal issuer and the bank are in the flow of funds and both entities would have to fail to perform before the bonds defaulted; and (3) the interest rate modes to be covered by Fitch's rating provide for either a mandatory purchase at the end of each interest rate period, or a purchase demand option. A one or two notch uplift will apply to the long-term rating depending on the frequency of the purchase demand option or the duration of the interest rate period which concludes with a mandatory tender.

The bonds provide holders with a tender option upon seven days notice. Fitch will apply a two notch uplift which results in a long-term rating of 'AA' for the bonds.

Pursuant to the substitute LOC, the bank is obligated to make regularly scheduled payments of principal of and interest on the bonds in addition to payments due upon maturity, acceleration and redemption, as well as purchase price for tendered bonds. The substitute LOC has a stated expiration date of June 29, 2020, unless extended or earlier terminated, and provides full and sufficient coverage of principal plus an amount equal to 51 days of interest at a maximum rate of 12 % based on a year of 365 days and purchase price for tendered bonds, while in the weekly rate mode. A mandatory tender of the bonds will occur on June 29, 2016, the substitution date. The Remarketing Agent for the series 2010A-1 bonds is Barclays Capital, Inc., RBC Capital Markets, LLC is the Remarketing Agent for the series 2010A-2 and series 2010A-3 bonds.

RATING SENSITIVITIES

The long-term rating is tied to the long-term rating assigned to the bonds and the long-term rating that Fitch maintains on the bank providing the substitute LOC. Changes to one or both of these ratings may affect the long-term rating assigned to the bonds. Additionally, if either the underlying bond rating or the bank rating were downgraded to 'A-' or lower, the dual-party pay criteria could no longer be applied, and the long term rating assigned to the bonds would then be adjusted to the higher of the bank rating and the underlying bond rating.

The short-term rating is exclusively tied to the short-term rating that Fitch maintains on the bank providing the substitute LOC and will reflect all changes to that rating.