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Bear, Stearns & Co. Inc. Lehman Brothers NEW ISSUES/BOOK-ENTRY ONLY In the respective opinions of Co-Bond Counsel to be delivered upon the issuance of the Series 2005D Bonds and the Series 2007A Bonds, under existing law and assuming compliance by the Authority with certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be met subsequent to the issuance of the Series 2005D Bonds and the Series 2007A Bonds, with which the Authority has certified, represented and covenanted its compliance, (i) interest on the Series 2005D Bonds is excluded from gross income for federal income tax purposes and is not included in the computation of the federal alternative minimum tax imposed on individuals, trusts, estates and, subject to certain exceptions, corporations, and (ii) interest on the Series 2007A Bonds is excluded from gross income for federal income tax purposes except for any period during which such Series 2007A Bonds are held by a person who is a “substantial user” of the facilities financed or a “related person” as those terms are used in Section 147(a) of the Code, but is an item of tax preference in calculating the federal alternative minimum tax liability of individuals, trusts, estates and corporations. Also, in the respective opinions of Co-Bond Counsel to be delivered upon the issuance of the Series 2005D Bonds and the Series 2007A Bonds, under existing law, interest on the Series 2005D Bonds and the Series 2007A Bonds is exempt from income taxation by the Commonwealth of Virginia and is exempt from all taxation of the District of Columbia except estate, inheritance and gift taxes. See “TAX MATTERS” for a more detailed discussion. $11,450,000 $164,460,000 Airport System Revenue Airport System Revenue Refunding Bonds Refunding Bonds Series 2005D Series 2007A (Non-AMT) (AMT) Dated: Date of Delivery Due: October 1 in the years as shown herein Interest on the Metropolitan Washington Airports Authority’s (the “Authority”) $11,450,000 Airport System Revenue Refunding Bonds, Series 2005D (the “Series 2005D Bonds”), will be payable on April 1, 2006, and semiannually thereafter on each April 1 and October 1. Interest on the $164,460,000 Airport System Revenue Refunding Bonds, Series 2007A (the “Series 2007A Bonds”), will be payable on October 1, 2007, and semiannually thereafter on each April 1 and October 1. The Series 2005D Bonds and the Series 2007A Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple thereof. When issued, the Series 2005D Bonds and the Series 2007A Bonds will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York (“DTC”), to which payments of principal and interest will be made. Purchasers will acquire beneficial interests in the Series 2005D Bonds and the Series 2007A Bonds, in principal amounts shown below, in book-entry form only. DTC will remit such payments to its participants who will be responsible for remittance to beneficial owners. See “THE SERIES 2005D BONDS AND THE SERIES 2007A BONDS – Book-Entry Only System.” Proceeds of the Series 2005D Bonds will be used, together with other funds of the Authority, to (i) advance refund a portion of the Authority’s outstanding Airport System Revenue Bonds, Series 1997A, (ii) fund a deposit to the Series 2005D Reserve Account in the Debt Service Reserve Fund, and (iii) pay costs of issuing the Series 2005D Bonds. Proceeds of the Series 2007A Bonds will be used, together with other funds of the Authority, to (i) currently refund a portion of the Authority’s outstanding Airport System Revenue Bonds, Series 1997B, (ii) fund a deposit to the Series 2007A Reserve Account in the Debt Service Reserve Fund, and (iii) pay costs of issuing the Series 2007A Bonds. The Series 2007A Bonds will be dated the date of their delivery, which is expected to be on or about July 3, 2007. The delayed delivery of the Series 2007A Bonds may expose prospective purchasers to additional risks. See “BONDHOLDER DELAYED DELIVERY RISKS.” The Series 2005D Bonds will be issued under and secured by the Amended and Restated Master Indenture of Trust dated as of September 1, 2001, as previously supplemented and amended (the “Master Indenture”), and the Twenty-fourth Supplemental Indenture of Trust, dated as of October 1, 2005 (the “Twenty-fourth Supplemental Indenture”) and the Series 2007A Bonds will be issued under and secured by the Master Indenture and the Twenty-fifth Supplemental Indenture, dated as of July 1, 2007 (the “Twenty-fifth Supplemental Indenture” and, together with the Master Indenture and the Twenty-fourth Supplemental Indenture, the “Indenture”), each between the Authority and Manufacturers and Traders Trust Company (successor to Allfirst Bank), as Trustee. Except to the extent payable from the proceeds of the Series 2005D Bonds and the Series 2007A Bonds and any other moneys available for such payment, the Series 2005D Bonds and the Series 2007A Bonds will be payable from, and secured by a pledge of, Net Revenues of the Authority, as described herein, which pledge will be on a parity with the pledge of Net Revenues securing the Authority’s outstanding Bonds and other Bonds which may be issued in the future under the Indenture, as may be further supplemented. The Series 2005D Bonds and the Series 2007A Bonds will not be subject to acceleration upon an event of default or otherwise. THE SERIES 2005D BONDS AND THE SERIES 2007A BONDS SHALL NOT CONSTITUTE A DEBT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF NOR A PLEDGE OF THE FAITH AND CREDIT OF THE DISTRICT OF COLUMBIA OR OF THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF. THE ISSUANCE OF THE SERIES 2005D BONDS AND THE SERIES 2007A BONDS UNDER THE PROVISIONS OF THE DISTRICT ACT AND THE VIRGINIA ACT SHALL NOT DIRECTLY, INDIRECTLY, OR CONTINGENTLY OBLIGATE THE DISTRICT OF COLUMBIA OR THE COMMONWEALTH OF VIRGINIA OR ANY POLITICAL SUBDIVISION THEREOF TO ANY FORM OF TAXATION WHATSOEVER. THE AUTHORITY HAS NO TAXING POWER. The Series 2005D Bonds and the Series 2007A Bonds will mature on October 1 in the years and in the principal amounts, and will bear interest at the rates, as shown herein. The Series 2005D Bonds and the Series 2007A Bonds are subject to optional redemption prior to maturity as more fully described herein. The scheduled payment of the principal and interest on the Series 2005D Bonds and the Series 2007A Bonds when due will be insured by financial guaranty insurance policies to be issued by Ambac Assurance Corporation (the “Bond Insurer”) simultaneously with the delivery of the Series 2005D Bonds and the Series 2007A Bonds, as more fully described in “THE SERIES 2005D BONDS AND THE SERIES 2007A BONDS – Security and Source of Payment – Bond Insurance.” The Series 2005D Bonds and the Series 2007A Bonds are offered when, as and if issued and received by the Underwriters. Legal matters with respect to the validity of the Series 2005D Bonds and the Series 2007A Bonds are subject to the approval of Co-Bond Counsel to the Authority, Hogan & Hartson L.L.P., Washington, D.C., and Lewis, Munday, Harrell & Chambliss, Washington, D.C. Certain legal matters will be passed upon for the Authority by Edward S. Faggen, Vice President and General Counsel to the Authority, and for the Underwriters by their co-counsel, Hunton & Williams LLP, Washington, D.C. and McKenzie & Associates, Washington, D.C. It is expected that the Series 2005D Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about October 12, 2005. It is expected that the Series 2007A Bonds will be available for delivery on or about July 3, 2007. Bear, Stearns & Co. Inc. Lehman Brothers (with respect to the Series 2005D Bonds) (with respect to the Series 2007A Bonds) This cover page, including the inside cover pages, contains certain information for quick reference only. It is not a summary of this Official Statement. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision. September 15, 2005 Metropolitan Washington Airports Authority $11,450,000 Airport System Revenue Refunding Bonds Series 2005D (Non-AMT) Year Principal Interest CUSIP October 1 Amount Rate Yield Number 2008 $1,205,000 5.00% 3.08% 592646RE5 2009 1,265,000 5.00% 3.18% 592646RF2 2010 1,330,000 5.00% 3.28% 592646RG0 2021 2,430,000 5.00% 4.09%* 592646RH8 2022 2,550,000 5.00% 4.13%* 592646RJ4 2023 2,670,000 5.00% 4.16%* 592646RK1 __________________ * Priced to the first call date of October 1, 2015. Bear, Stearns & Co. Inc. Metropolitan Washington Airports Authority $164,460,000 Airport System Revenue Refunding Bonds Series 2007A (AMT) Year Principal Interest CUSIP October 1 Amount Rate Yield Number 2008 $6,955,000 5.00% 3.82% 592646QN6 2009 7,300,000 5.00% 3.85% 592646QP1 2010 7,665,000 5.00% 3.91% 592646QQ9 2011 8,045,000 5.00% 3.99% 592646QR7 2012 8,455,000 5.00% 4.08% 592646QS5 2013 8,875,000 5.00% 4.18% 592646QT3 2014 9,315,000 5.00% 4.27% 592646QU0 2015 9,785,000 5.00% 4.35% 592646QV8 2016 10,270,000 5.00% 4.43% 592646QW6 2017 10,790,000 5.00% 4.49% 592646QX4 2018 11,325,000 5.00% 4.53%* 592646QY2 2019 11,895,000 5.00% 4.57%* 592646QZ9 2020 12,485,000 5.00% 4.61%* 592646RA3 2021 13,110,000 5.00% 4.65%* 592646RB1 2022 13,770,000 4.75% 4.75% 592646RC9 2023 14,420,000 4.75% 4.79% 592646RD7 __________________ * Priced to the first call date of October 1, 2017.
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