NATIONAL AIRFH::lRT 

.August 9, 2.013 

Ms. Brooke Chapman, A&soei~te Director 

Small Community Air Service Development Program 

Office of Aviation Analysis 

8th F1oor,. Room WS6.,307 

Un,ited States Department of!llansportation 

1200 New Jersey Avenue SE 

Washington, DC 20590 

Re; Branson Regional Airport Transportation Development District Application 

Small Community Air Service .Development .Program 

Doo;ket Ib: DOT -'OSt -2013-0120 

Dear Ms. Chapman: 

This letter is to raise objections to an. application submitted to the United States Department of 

Transportation (USDOT) for federalgrant f'unding to support .air service. development efforts at 

the. private Branson Airport, ]3r~;tn.son~ Missouri. 

We feel federal aviation funds should not be granted to the Branson Regional Airport 

Transportation Development District While it is a political subc1ivision, it works on behalf of 

the privately owned. Branson. Airp.ort and grant funds w.ould ·be used exclusivelyto 

promote/support a private business. 

We have no problem ·with fair compethion as it helps .ke~ep au· fares in check, increases .options to 

the public, and is good for the region's economic gr.owth. We also have no desire that the private, 

B.rans.on Airport fail even though no federal, state, or local governmental entity asked that it be 

built. We simply raise a question offairness. 

The private Branson Airp.ort has t.outed itselffrom day .one as a completely new business model 

that does :hot want or need federal.aviation fun<lingin orderto he sl).ccessfuL They have stated 

publicly they Want the competitive advantage ofnot having to f.ollow the same rules and grant. 

conditions all public airports must follow to receive federal aviation funding, known as FAA 

Grant Assurances .. 

We understand they have used this advantage to enter into agreemen:ts guaranteeing exclusive 

rights, diverting airport revenue to pay private shareholders, and to subsidize airline service with 

airport revenue5 all. of which are prohibited to public .airports under FAA Grant Assurances. 

However, none of this can be readily verified since they are not required to disclose this 

information as a private airport. 

t'l 
Page.2 

August 9, 2(H 3, 

Ms •. Brooke Chapm:a,n 

Additienatly, USDOT should consider the financial :ability of the appli~a,ntto follow through 

With their proposal given the events efbond paymentdefault and nan-compliance with the 

purrent terhearance agreemenrthey are operating under, which .expires June 30, 2014. Attached 

is the latest public bondholder notice posted July 1,2013, which states: 

"Given the continued default status 'Of the Bonds, th.e terms r.f the Indenture an.d Bond 

Documents, the existing and ongoing Events of Default under the Indenture and Bond 

Documents, the Company's publicly reported ongoing jinanciallosses, the existence and 

aonttnuatitm. of the F,'orpiS(;trance and'Funding Agrer1ment, the Bond Trustee determined 

tcrnot make the semi-annual ~nterestpctyment of apptox.tmtttely $3. 4 mlllio.n scheduled 

for July 1, 2013. Given these same ts:sues, the Bond Trustee determined (o not make the 

scheduled sinking fund redemptionpaymrmts vfapproximate/y $2.,0? million scheduled 

fcJr July 1, 2013., The terms of the Indenture provide the unpaid interest and principal Will 

retrzain the littl1illty of the Comptany unt.ilpaid " 

The private Bransan Airport's applica,tibn for federal a:v.iati.on funds is equi valentto askingthe 

federal.govel'tll11entfora bailout. Ifa,pproved, it would set up an unfair playing fieldwhereSGf 

'Would be severely disadvantaged and couldjeopardizethe significant public in:vestmentmadeto 

devdap the Springfield-Branson National Airport into the statefof·the-art facility it is today. 

Thank you for your ccmsid.eration of these comments. 

Respectfully'Submitted, 

Brian C. Wei}er, AAE 

Director ofA:viatian 

Attadunent: Update tobondholders regarding July 2013 debt service, defaults a,nd f9rbearance 

and funding agreement {notice#21). Municipal Securities Rulemaking Bo.ard, 

Electronic Municipal Market Access.{EMMA), website access at: 

http:/ /emma:rnsrb.org/Security View/SecurityD.etai1sARD.aspx?cusip;=.105459AB 
UMEI 

UPDATE TO BONDBOLD;ERS REGARDING 

JULY 2013 DEBT SERVICE, DEFAULTS AND 

.FQRBEAJMNCE AND FQNDING AGREEMENT 

tNOTlCE #Zll 

THE BRANSON, MISSOURI,, REGIONAL A:IRPORT'TRANSPORTATIONDEVELOPMENT DJSTRICt 

AJRPORT REVENUE BOND~ (BRANSON, MlSSOURl AIRPORT PRO.rECl) 

.SERIES 2:007A AND SEJUJ;S2007B (lBE ''BONDS~) 

*CUSIPS: 105459AA9; 105459AB7, L05459AC5 

QMB· Bank. N.A .. serves as bond trustee ("Bond Trustee1') for the holders of the above~referenced 

Bonds pursuant to that certain Indenture of Trust dated as of June 1, 2007 (the ''Indenture'') between 

the Bransoni Missouri Regional Airport TrM$P<}rtation Deveiopment District (tlie "Is~uer") at)d the 

Bon.d. Trustee. . ObWgations of Bran.son Aitpott, LLC (tb.e "Compat1Y''), and. two wholly,..owned 

subsjdiaries ofth¢ Company, BKG Branson .AirpOrt, LLC and' BransJ:>n.J etC enter, LLC are a primary 

source for thepaymentofptincipal, premium, if any, .interest, and other amounts relating to the Bonds. 

The Bonds are secured by, atnong other things, real and personal property interests held by the 

Qompany,, including, without limita,.tion, the Qptnpany's leasehold intere$t itt a commercial airport 

located riear Branson, Missol)ti (thtl ':Airport"). 'I'he. Bonds are also. secured by funds held under 'the 

Indentur.e with a market value tdtaling approximately $3 million as of June 28, 2(}13. The Indenture 

and other documents. evidencing the Bonds and/or the Company's obligations associated with the 

Bonds atedesctibedhetein as the "BondDocm11ents''. 1 

UPDATE REGARDING DEFAULT STATUS OF THE BONDS 

As Bondholdet;s have heeD informed in. pdor notices, Events of Default have occurred under the Bond 

Docull1ents. Events of Default described in prior notices to Bondholders include, without litnitation 

payment defaults under the Bond Docutnents. Tbose notices further reflect thatj effectiVe ~pril 12, 

2()11., the Company, the Bond Trustee, and vatious affiliates of fhe Co1npariy became patties to a 

Fbrheari;\nce and Funding Agreement (as amended and restaied, the "Forbearance and Funding 

Aweement").2 The Horbearance and Funding Agreement provides for a forbearanceby the Bond 

Capitalized terrns used herein and not otherwise defined shall have the.ri1eanings given s.uch tetrns in 

the lndenture and, to the extent consistent \\'ith the lndenturej the Forbearanwand Funding Agreement descri\5ed 

in this notice. 

As set£ortl1 in prior notices, the Forbearance and Funding Agreement was~ most. recently amended by an 

amenQn:ient'andrestatementeffective Apri122, 2013., The Forbearance and Funding Agreement is available fi:ee 

of charge from Electt~onic Municipal. Market Access Service (www.emma.ftlsrb.org) tthe "EMMA Service'} 

The Bond Trustee is not responsible for i:he maintenance or accuracy of the EMMA SerVice and makes tlo 

representations or warranties with.respectthereto. 
-

Trustee in exeFcisi11g remedies under the Bond Documents based on the occurrence an.d/br 

continuati(}J1.of «I)esigp<}ted D.efa.ults" so long as the (Joropany and certain. affiliates comply With 

performance milest0nes. and other covenants describ.ed in that instrument That forbearance 

expiFes on June 30, 2014 unlessterJ.llinated (or e~e1,1.d;ed) in accordM,ce with the Forbearance and 

Fundhtg Agreement, 

SEMI-ANNUAL PA)!MENT$ tO HOLDERS 

As noted above, the Bond Trustee is holding approxhnately $.3 million under the. tettns of the 

Indenture and Bond Docul1J¢nts. Tlrelndet,l.ture provides that after the occurrence of an Event of 

Default, the Bond Trustee is required to dete11lline the timing and amounts for ~pplication of 

monit'ls held under t11t'l I11de1,1tute l:ll:lving due regard to the· amount of hlon¢ys ·available~ and the 

likelihood ,of additiOn:aLm~>neys becoming available for such application. As Bondholders were 

informed in pfior notices, the Bond Trustee ha$ contin~ed to eva1~tat(l' the status of scheduled. 

pa}'IDentHo 'aondMlders un<it'lrthe Bond Documents. 

Given the continuing default status .C!fth~ Bond~, th«:J terms ohM Indenture and Bond Documents, 

the existing and ongoing Bvents of Default under the .fudenture and Bond Documents, the 

Company's publicly reported ongoing financial losses, the existence l:lnd !:Jontinuation of the 

Forbea:r:ah<:e and Funding Agreement, :the Bond Trustee determined to not make the semi .. annual 

interest payment of approxil:n.ately $3.4 million scheduled, for July l.; 2()13. Given these same 

lssues,th:eBondTru:stee dete.trrtin:ed to n9t makethe seheduted sinking fund redemption payments 

of appfoxhnately $2.07 mi11ion scheduled for July 1 t 2013. The terms of the Indenture provid~ 

that unpaid interest and priileipa:l will re.main a liabilit~t ofthe Company until paid. 

The . Bond Trustee wiU continue to evaluate the status of fitture sohedulecf payments to 

BOndholders u~1der the Bond Documents and intends to issu.e notices to holders of the Bonds to 

the extenl defaults, Events of Default or other terms uf the Bond Documents or Foibean1ll~ and 

.Funding Agreement would affect scheduled paym.ents to h6ld.ers. The Bond Trustee has not 

determined whether the semi -annual payment scheduled for January 2014 will be made. 

UNOFFICAL llONQHOLDER. COMMITTEE 

As described in pdor not1ees, the Bond Trustee has been in contact with a group of Bon:dh.oldets 

<:>onsistin:g bf a majority in prindpal amount of the .Bonds Outstandil').g. Tb,e Bond T:rustee)s seeking 

full Bondholder participatl()n in discussions rt:garding t.be matters .described in ·this notice. All 

BondhOlders afe asked to contact couns.el to the Bond Trustee~ .or to contact the Bond Trustee dire<:>tly 

fodhis purpose as soon as possible at the addr.esses provided below. Bondholders that participate .in 

such discussions could receive material non~public 1nfortnation that e.o).llcl restrict their ability to trade 

in the :Btn~ds: 

.RETENTION OF COUNSEL; CONSULTANT 

As is reflected .in prior notiCes, the Bond. Trustee has retained ~he la:w firm ofMiritz, Levin, Cohn, 

Ferris, CJ}ovsky and.Popeo, P . .C. and specifically Willia1n: W. Kannel and Ian A Hammel ofthat finn 

to assist it in .matters relevant to the B·onds. Mr, Kannel's phone number is 617.34tt 166$ and his e2 
'-

mail address is wwkann.el@minw.com. Mr. Hammel's phone. number an.d em~il ad'dress are 

617 .348~ 1724 and iahrunmetci{m:int:a.com~ Counsel to th.e Bond Trustee has retained Ricondo and 

Associates, an aviation .consultin}! firm, in. coprt~ti<m witll. mattets relevant to the Bonds and tlle 

FQtbearanoe anu Funding Agreemen.t. 

AJ!l)I1'IONALINFO.IJMATION· 

The Bond Trustee intends' to issue periQdic notices. to holders regarding certain matters relevant to the 

:Bonds; eondhoidets who wish to receive future notices directly may do so by contacting the Bond 

TrUstee. Certain information relevant to the Bonds is available from tbe BMMAService; tll.e Bond 

Tru.stee is not responsible for themaintenance or accuracY of t.ll.e EMMA$ervic:.e, howe:Ver, and makes 

no representations or warranties wit}l respe¢1 thereto, . The l:):srbearance .and Funding Agreement, as 

amende<i, reflects that uppn request, Bondh:olders can obtain monthly financial. repor:ts about the 

(:qmpany and certain affiliates. Holders should not rely on the Bon<i Trustee as their sole s()urce of 

information. 

Holders With questions regar<iing this notice should direct them in writing to Brian Krippner CCTS, 

SeuiorVicePresiaent, UMB: Bank, N,A., at 2 South Broadway, Suire.600, St. Louis, Missouri 63102, 

by email at brian.krippner@umb.cQm or through the Bond Trustee':; counsel as iudentified abo:Ve. 

The Bond Trustee may conclude that a specific response tb particv)ar inquiries; from indivjdua:l holders 

is not consistent with equal an.d fuli dissemination ofinfortnatiQn to. all holders. The Bond Trustee 

makes )10 recommendations a.tJ,d gives.iio inveshnent or tax advic~. 

UMB BANK, N.A., 

As .Bond Tnistee 

*rbe Bond Trustee is not responsibl!! for the selection or 1:lSe of these CUSIPs. They ate included. 

solely for bolder convenience. 

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