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MWAA AE Series 2010AB

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MWAA AE Series 2010AB NEW ISSUE /BOOK-ENTRY ONLY In the respective opinions of Co‑Bond Counsel to the Airports Authority to be delivered upon the issuance of the Series 2010A-B Bonds, under existing law and assuming compliance by the Airports 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 2010A-B Bonds, with which the Airports Authority has certified, represented and covenanted its compliance: (i) interest on the Series 2010A-B Bonds is excluded from gross income for federal income tax purposes, except for any period during which such Series 2010A-B 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; (ii) interest on the Series 2010A Bonds is not a specific preference item or included in a corporation’s adjusted current earnings for purposes of the federal alternative minimum tax; and (iii) interest on the Series 2010B Bonds is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, trusts, estates and corporations. Also, in the respective opinions of Co‑Bond Counsel to be delivered upon the issuance of the Series 2010A-B Bonds, under existing law, interest on the Series 2010A-B 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. $348,400,000 $229,005,000 Airport System Revenue Bonds Airport System Revenue Refunding Bonds Series 2010A Series 2010B (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 “Airports Authority”) Airport System Revenue Bonds, Series 2010A, in the original principal amount of $348,400,000 (the “Series 2010A Bonds”) and Airport System Revenue Refunding Bonds, Series 2010B, in the original principal amount of $229,005,000 (the “Series 2010B Bonds” and together with the Series 2010A Bonds, the “Series 2010A-B Bonds”) will be payable on October 1, 2010, and semiannually thereafter on each April 1 and October 1. The Series 2010A-B Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple hereof. When issued, the Series 2010A-B 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 2010A-B Bonds, in principal amounts shown on the inside cover hereof, 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 2010A-B BONDS – Book-Entry Only System.” Proceeds of the Series 2010A Bonds will be used, along with other proceeds, to (i) pay a portion of the costs of certain capital projects at the Airports, (ii) refinance a portion of the Airports Authority’s outstanding Airport System Revenue Commercial Paper Notes, Series Two, (iii) pay capitalized interest on the Series 2010A Bonds and certain outstanding Bonds, (iv) purchase and retire certain outstanding Airport System Revenue Bonds, and (v) pay costs of issuing the Series 2010A Bonds. Proceeds of the Series 2010B Bonds will be used, along with other proceeds, to (i) refund a portion of the Airports Authority’s Airport System Revenue and Refunding Bonds, Series 1998B, and refund a portion of the Airport System Revenue Refunding Bonds, Series 1999A, and (ii) pay costs of issuing the Series 2010B Bonds. The Series 2010A-B Bonds will be issued under and secured by the Amended and Restated Master Indenture of Trust dated as of September 1, 2001, as amended (the “Master Indenture”) and the Thirty-sixth Supplemental Indenture of Trust dated as of July 1, 2010 (the “Thirty- sixth Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), each between the Airports Authority and Manufacturers and Traders Trust Company (formerly Allfirst Bank), as the trustee (the “Trustee”). Except to the extent payable from the proceeds of the Series 2010A-B Bonds and any other moneys available for such payment, the Series 2010A-B Bonds are payable from, and secured by a pledge of, Net Revenues of the Airports Authority, as described herein, which pledge is on a parity with the pledge of Net Revenues made to secure the Airports Authority’s outstanding Bonds and other Bonds which may be issued in the future under the Indenture, as further supplemented. The Series 2010A-B Bonds will not be subject to acceleration upon an event of default or otherwise. THE SERIES 2010A-B 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 2010A-B 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 AIRPORTS AUTHORITY HAS NO TAXING POWER. The Series 2010A-B 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 2010A-B Bonds are subject to optional redemption prior to maturity. The Series 2010A Bonds are subject to mandatory sinking fund redemption prior to maturity, as more fully described herein. The Series 2010B Bonds are not subject to mandatory sinking fund redemption. The Series 2010A-B Bonds are offered when, as and if issued and received by the Underwriters. Legal matters with respect to the issuance of the Series 2010A-B Bonds are subject to the approval of Co‑Bond Counsel to the Airports Authority, Hogan Lovells US LLP, Washington, D.C., and Lewis, Munday, Harrell & Chambliss, Washington, D.C. Certain legal matters will be passed upon for the Airports Authority by Philip G. Sunderland, Esquire, Vice President and General Counsel to the Airports Authority and for the Underwriters by their Co-Counsel Saul Ewing LLP, Washington, D.C. and McKenzie & Associates, Washington, D.C. It is expected that the Series 2010A-B Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about July 28, 2010. Barclays Capital J.P. Morgan Citi Loop Capital Markets, LLC Bank of America Merrill Lynch Morgan Keegan & Company, Inc. Morgan Stanley & Co. Incorporated Siebert Brandford Shank & Co., LLC Wells Fargo Securities This cover page 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, paying particular attention to the matters discussed in Part II, “CERTAIN INVESTMENT CONSIDERATIONS.” July 20, 2010 Metropolitan Washington Airports Authority $348,400,000 Airport System Revenue Bonds Series 2010A (Non-AMT) Year October Principal Interest 1 Amount Rate Yield CUSIP† No. 2011 $ 3,825,000 3.000% 0.520% 592646 Q89 2012 4,010,000 3.000% 0.800% 592646 Q97 2013 4,130,000 5.000% 1.120% 592646 R21 2014 1,940,000 3.000% 1.440% 592646 R39 2014 2,400,000 5.000% 1.440% 592646 T60 2015 13,290,000 4.000% 1.900% 592646 R47 2016 4,615,000 5.000% 2.330% 592646 R54 2017 4,845,000 3.250% 2.660% 592646 R62 2018 4,940,000 3.500% 2.870% 592646 R70 2018 5,000,000 5.000% 2.870% 592646 T94 2019 5,250,000 4.000% 3.040% 592646 R88 2020 7,050,000 5.000% 3.230% 592646 R96 2021 5,735,000 5.000% 3.460%* 592646 S20 2022 20,200,000 5.000% 3.620%* 592646 S38 2023 13,880,000 5.000% 3.760%* 592646 S46 2024 6,640,000 5.000% 3.880%* 592646 S53 2025 5,860,000 4.000% 4.000% 592646 S61 2025 16,050,000 5.000% 3.990%* 592646 U27 2026 5,205,000 4.000% 4.090% 592646 S79 2026 2,000,000 5.000% 4.090%* 592646 U35 2027 7,515,000 5.000% 4.190%* 592646 S87 2028 12,690,000 4.125% 4.290% 592646 S95 2029 18,095,000 5.000% 4.360%* 592646 T29 2030 6,355,000 4.375% 4.430% 592646 T37 2030 24,970,000 5.000% 4.430%* 592646 T78 $ 5,100,000 4.625% Term Bond due October 1, 2035, priced to yield 4.620%* CUSIP† No. 592646 T45 87,305,000 5.000% Term Bond due October 1, 2035, priced to yield 4.610%* CUSIP† No. 592646 T86 49,505,000 5.000% Term Bond due October 1, 2039, priced to yield 4.650%* CUSIP† No. 592646 T52 ___________________ * Priced to the par call date on October 1, 2020. † Copyright 2007, American Bankers Association. The CUSIP numbers are provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP numbers are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2010A Bonds and the Airports Authority and the Underwriters do not make any representation with respect to such numbers or undertake any responsibility for their accuracy now or at any time in the future.
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