25760000 INDIANAPOLIS AIRPORT AUTHORITY Siebert Brandford Shank & Co

NEW ISSUE RATINGS: See “CREDIT RATINGS” Book-Entry-Only In the opinion of Ice Miller LLP, Indianapolis, Indiana, and Gonzalez Saggio & Harlan LLP, Indianapolis, Indiana (together, “Co‑Bond Counsel”), under existing laws, regulations, judicial decisions and rulings, interest on the 2010 Bonds (hereinafter defined) is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended and in effect on the date of issuance of the 2010 Bonds (the “Code”), except for interest on any 2010 Bond for any period during which such 2010 Bond is owned by a person who is a “substantial user” of the Airport System (hereinafter defined) or a “related person” as defined in Section 147(a) of the Code. Such exclusion is conditioned on continuing compliance with the Tax Covenants (hereinafter defined). Interest on the 2010 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and is not taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations. In addition, in the opinion of Co-Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the 2010 Bonds is exempt from income taxation in the State of Indiana. $25,760,000 INDIANAPOLIS AIRPORT AUTHORITY AIRPORT REVENUE BONDS, SERIES 2010A (Non-AMT) Dated: Date of delivery Due: January 1, as shown on the inside cover page The Indianapolis Airport Authority (the “Authority”) will issue its Airport Revenue Bonds, Series 2010A (the “2010 Bonds”), pursuant to the Ordinance, as defined and described herein. The 2010 Bonds will be dated the date of delivery and will bear interest from that date to their respective maturity dates in the amounts and at the rates set forth on the inside cover page hereof. The 2010 Bonds are issuable only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). Purchases of beneficial interests in the 2010 Bonds will be made in book-entry-only form, in denominations of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the 2010 Bonds (the “Beneficial Owners”) will not receive physical delivery of certificates representing their interests in the 2010 Bonds. Interest on the 2010 Bonds is payable on January 1 and July 1 of each year, commencing July 1, 2010. Interest, together with the principal and redemption premium, if any, of the 2010 Bonds, will be paid directly to DTC by The Bank of New York Mellon Trust Company, N.A., Indianapolis, Indiana, as paying agent under the Ordinance (hereinafter defined), so long as DTC or its nominee is the registered owner of the 2010 Bonds. The final disbursement of such payments to the Beneficial Owners of the 2010 Bonds will be the responsibility of DTC, the DTC Participants and the Indirect Participants, all as defined and more fully described in APPENDIX F—“BOOK-ENTRY-ONLY SYSTEM.” The 2010 Bonds are being issued by the Authority for the principal purposes of providing moneys to (i) refund the Authority's outstanding commercial paper and (ii) pay costs of issuing the 2010 Bonds, all as more fully described herein. See “PLAN OF FINANCING.” The 2010 Bonds are subject to optional and mandatory sinking fund redemption prior to maturity as described herein under “2010 BONDS—Mandatory Sinking Fund Redemption” and “—Optional Redemption.” The 2010 Bonds are special obligations of the Authority and are payable solely from and secured exclusively by a lien upon certain revenues of the Airport System administered by the Authority, on a parity with certain bonds previously issued by the Authority and outstanding pursuant to the Ordinance. The 2010 Bonds do not constitute a debt, liability, general obligation or loan of the credit of the State of Indiana (the “State”) or any political subdivision thereof, including the City of Indianapolis, Indiana (the “City”) and the Authority, under the constitution and laws of the State, or a pledge of the faith, credit and taxing power of the State or any political subdivision thereof, including the City and the Authority. The sources of payment of, and security for, the 2010 Bonds are more fully described herein. The 2010 Bonds are not payable from property taxation. See “SECURITY AND SOURCES OF PAYMENT FOR 2010 BONDS.” The 2010 Bonds are further secured by a debt service reserve fund as described herein under “SECURITY AND SOURCES OF PAYMENT FOR 2010 BONDS—Revenue Bond Reserve Fund.” A detailed maturity schedule for the 2010 Bonds is set forth on the inside cover page of this Official Statement. This cover page contains information for quick reference only and is not a summary of this issue. Investors must read the entire Official Statement, including the appendices hereto, to obtain information essential to making an informed investment decision, paying particular attention to the matters discussed under “BONDHOLDER RISKS.” The 2010 Bonds are offered when, as and if issued by the Authority and received by the Underwriters and subject to prior sale, withdrawal or modification of the offer without notice, and to the approval of legality by Ice Miller LLP and Gonzalez Saggio & Harlan LLP, Co‑Bond Counsel. Certain legal matters will be passed on for the Authority by its Counsel, Erika Davis, Esq., Indianapolis, Indiana, and for the Underwriters by their counsel, Baker & Daniels LLP, Indianapolis, Indiana. It is expected that the 2010 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about January 27, 2010. Siebert Brandford Shank & Co., L.L.C. BofA Merrill Lynch City Securities Corporation Goldman, Sachs & Co. J.P. Morgan January 15, 2010 MATURITY SCHEDULE $25,760,000 INDIANAPOLIS AIRPORT AUTHORITY AIRPORT REVENUE BONDS, SERIES 2010A (Non-AMT) Dated: Date of delivery Due: January 1, as shown below Principal Year Amount Interest Rate Yield CUSIP 2011 $ 510,000 3.000% 0.930% 455254FG2 2012 570,000 3.000 1.410 455254FH0 2013 585,000 3.000 1.800 455254FJ6 2014 600,000 3.000 2.260 455254FK3 2015 620,000 4.000 2.750 455254FL1 2016 645,000 4.000 3.260 455254FM9 2017 670,000 4.000 3.590 455254FN7 2018 695,000 4.000 3.850 455254FP2 2019 725,000 4.000 4.070 455254FQ0 2020 755,000 4.000 4.220 455254FR8 2021 785,000 4.000 4.310 455254FS6 2022 815,000 4.125 4.390 455254FT4 2023 850,000 4.250 4.470 455254FU1 2024 885,000 4.250 4.540 455254FV9 2025 925,000 4.375 4.610 455254FW7 2026 965,000 4.500 4.680 455254FZ0 2027 1,005,000 4.500 4.750 455254GA4 4.750% $3,305,000 Term Bonds due January 1, 2030, to Yield 4.940%; CUSIP: 455254FY3 5.000% $9,850,000 Term Bonds due January 1, 2037, to Yield 5.100%; CUSIP: 455254FX5 No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriters to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the 2010 Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2010 Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from sources which are believed to be reliable. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there have been no changes in the information presented herein since the date hereof. * * * The 2010 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. In making an investment decision, investors must rely on their own examination of the Authority, the Airport System and the terms of the offering, including the merit and risk involved. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THE 2010 BONDS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. REGISTRATION OR QUALIFICATION OF THE 2010 BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF LAWS OF THE STATES IN WHICH 2010 BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE 2010 BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. * * * IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2010 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.

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