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MWAA AE Series 2010F1

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MWAA AE Series 2010F1 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 2010F-1 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 2010F-1 Bonds, with which the Airports Authority has certified, represented and covenanted its compliance, interest on the Series 2010F-1 Bonds is excluded from gross income for federal income tax purposes, except for any period during which such Series 2010F-1 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, and is not a specific preference item or included in a corporation’s adjusted current earnings for purposes of the federal alternative minimum tax. Also, in the respective opinions of Co‑Bond Counsel to be delivered upon the issuance of the Series 2010F-1 Bonds, under existing law, interest on the Series 2010F-1 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. $61,820,000 Airport System Revenue Refunding Bonds Series 2010F-1 (Non-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 Refunding Bonds, Series 2010F-1, in the principal amount of $61,820,000 (the “Series 2010F-1 Bonds”) will be payable on April 1, 2011, and semiannually thereafter on each April 1 and October 1. The Series 2010F-1 Bonds are issuable only in fully registered form in denominations of $5,000 or any integral multiple hereof. When issued, the Series 2010F-1 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 2010F-1 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 2010F-1 BONDS – Book-Entry Only System.” Proceeds of the Series 2010F-1 will be used to (i) purchase and retire certain outstanding Airport System Revenue Bonds issued by the Airports Authority between Fiscal Years 2004 through 2007; and (ii) pay costs of issuing the Series 2010F-1 Bonds. The Series 2010F-1 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-ninth Supplemental Indenture of Trust dated as of November 1, 2010 (the “Thirty-ninth 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 2010F-1 Bonds and any other moneys available for such payment, the Series 2010F-1 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 2010F-1 Bonds will not be subject to acceleration upon an event of default or otherwise. THE SERIES 2010F-1 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 2010F-1 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 2010F-1 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 2010F-1 Bonds are subject to optional redemption prior to maturity, as more fully described herein. The Series 2010F-1 Bonds are offered when, as and if issued and received by the Underwriters. Legal matters with respect to the issuance of the Series 2010F-1 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 2010F-1 Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about November 17, 2010. 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.” Barclays Capital J.P. Morgan Loop Capital Markets, LLC November 9, 2010 Metropolitan Washington Airports Authority $61,820,000 Airport System Revenue Refunding Bonds Series 2010F-1 (Non-AMT) Year Principal Interest October 1 Amount Rate Yield CUSIP† No. 2020 $15,610,000 5.000% 3.410% 592646 X73 2021 14,310,000 5.000 3.600 592646 X81 2024 4,805,000 5.000 3.960* 592646 Y49 2026 5,410,000 5.000 4.140* 592646 X99 2030 8,435,000 5.000 4.420* 592646 Y23 2031 2,250,000 4.375 4.625 592646 Y56 2031 11,000,000 5.000 4.500* 592646 Y31 _________________________________ * 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 2010F-1 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. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2010F-1 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Series 2010F-1 Bonds. METROPOLITAN WASHINGTON AIRPORTS AUTHORITY 1 Aviation Circle Washington, D.C. 20001-6000 (703) 417-8700 MEMBERS OF THE AIRPORTS AUTHORITY Charles D. Snelling, Chairman Michael L. O’Reilly, Vice Chairman Honorable H.R. Crawford, Immediate Past Chairman Mame Reiley, Past Chairman Robert Clarke Brown Honorable William W. Cobey Jr. Frank M. Conner III Mamadi Diané Honorable Michael David Epstein Jack Andrew Garson Leonard Manning Dennis L. Martire Honorable David G. Speck SENIOR MANAGEMENT President and Chief Executive Officer................................................................ E. Lynn Hampton Executive Vice President and Chief Operating Officer ...................................... Margaret E. McKeough Vice President and Secretary .............................................................................. Quince T. Brinkley, Jr. Vice President and General Counsel................................................................... Philip G. Sunderland Acting Vice President for Finance and Chief Financial Officer......................... Andrew T. Rountree Vice President for Audit ..................................................................................... Valerie Holt Vice President for Engineering .......................................................................... Frank D. Holly, Jr. Acting Vice President for Communications ....................................................... Mark Treadaway Vice President for Information Systems & Telecommunications ...................... George R. Ellis Vice President for Business Administration ....................................................... Steven C. Baker Vice President for Air Service Planning & Development .................................. Mark Treadaway Vice President for Human Resources ................................................................. Arl Williams Vice President and Airport Manager - Reagan National Airport ....................... J. Paul Malandrino, Jr. Vice President and Airport Manager - Dulles International Airport .................. Christopher U. Browne Vice President for Public Safety ......................................................................... Elmer H. Tippett, Jr. AIRPORTS AUTHORITY CONSULTANTS Co-Bond Counsel...........................................................................
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