ORDINANCE authorizing the Issuance, Sale and Delivery of Airport System Special Facilities Revenue Refunding Bonds (United Airlines, Inc Terminal Improvement Projects), Series 2025B (AMT) and providing for the Security thereof; authorizing certain actions relating to the Defeasance and Refunding of certain obligations consistent with certain other Procedures, Provisions and Agreements; Ratifying the Special Facilities Lease Agreement; approving and authorizing the Execution and Delivery of a Supplemental Terminal Trust Indenture, and Other Related or Ancillary Transaction Agreements; approving the Form, Use and Distribution of a Preliminary Official Statement and an Official Statement; making certain findings with respect thereto and containing other provisions relating to the subject; and declaring an emergency

RECOMMENDATION:
Approve an ordinance authorizing the issuance, sale and delivery of Airport System Special Facilities Revenue Refunding Bonds (United Airlines, Inc. Terminal Improvement Projects), Series 2025B (AMT) (the “Series 2025B Bonds”). Authorizing certain actions relating to the defeasance and refunding of certain outstanding obligations; ratifying the special facilities lease agreement; approving and authorizing the execution and delivery of a supplemental trust indenture, and other related or ancillary transaction agreements; approving the form, use and distribution of a Preliminary Official Statement and an Official Statement; making certain findings with respect thereto and containing other provisions relating to the subject; and declaring an emergency.

SPECIFIC EXPLANATION:
The Series 2025B Bonds are being issued for the purpose of (i) defeasing and refunding the City’s outstanding Airport System Special Facilities Revenue Bonds (Continental Airlines, Inc. Terminal Improvement Projects), Series 2011 (AMT) and the City’s Airport System Special Facilities Revenue Bonds (United Airlines, Inc. Terminal Improvement Projects), Series 2015B-1 (AMT), and (ii) paying costs of issuance of the Series 2025B Bonds. The Series 2025B Bonds are payable solely from and secured by a pledge of special facility rental payments of United Airlines, Inc. (“United”) pursuant to the Lease Agreement. The Series 2025B Bonds will not exceed the par amount of $290 million as set forth in the ordinance.

The Series 2025B Bonds will not constitute an indebtedness of the City. No holder of any Series 2025B Bonds shall have the right to demand payment of any funds raised or to be raised by taxation and may not be repaid in any circumstances from tax revenues. In addition, the Series 2025B Bonds shall not constitute obligations of the City’s Airport System secured with revenues of the Airport System, nor will revenues be pledged or made available to repay any of the Series 2025B Bonds. The Series 2025B Bonds are scheduled to be priced on Tuesday, November 18, 2025, and a separate ordinance will be presented to City Council on November 19, 2025, to approve such pricing.

This Transaction was presented to the Budget and Fiscal Affairs Committee on July 29, 2025.



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Melissa Dubowski, Chief Business Officer/Director of Finance Chris Hollins, Houston City Controller

Alma Tamborello                                    Phone: 832-393-9099