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Metropolitan Washington Airports Authority 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 2010C 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 2010C Bonds, with which the Airports Authority has certified, represented and covenanted its compliance: (i) interest on the Series 2010C Bonds is excluded from gross income for federal income tax purposes, except for any period during which such Series 2010C 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 Subseries 2010C-1 Bonds is an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, trusts, estates and corporations; and (iii) interest on the Subseries 2010C-2 Bonds 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 2010C Bonds, under existing law, interest on the Series 2010C 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. $170,000,000 Airport System Revenue Variable Rate Refunding Bonds Series 2010C Subseries 2010C-1 Bonds Subseries 2010C-2 Bonds (AMT) (Non-AMT) $66,750,000 $103,250,000 CUSIP No: 592646 W90 CUSIP No: 592646 X24 Dated: Date of Delivery Price 100% Due: October 1, in the years as shown herein The Metropolitan Washington Airports Authority’s (the “Airports Authority”) Airport System Revenue Variable Rate Refunding Bonds, Series 2010C, in the aggregate principal amount of $170,000,000 consisting of $66,750,000 of the Subseries 2010C-1 Bonds (AMT) (the “Subseries 2010C-1 Bonds”) and $103,250,000 of the Subseries 2010C-2 Bonds (Non-AMT) (the “Subseries 2010C-2 Bonds,” together with the Subseries 2010C-1 Bonds, the “Series 2010C Bonds”) initially will be issued as fully registered bonds in authorized denominations of $100,000 or any integral multiple of $5,000 in excess thereof, and 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 2010C Bonds 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 2010C BONDS – Book-Entry Only System.” Proceeds of the Series 2010C Bonds will be used, along with other proceeds, to (i) refund a portion of the Airports Authority’s Airport System Revenue Variable Rate Bonds, Series 2003D, and refund a portion of the Airport System Revenue Variable Rate Bonds, Series 2009A, and (ii) pay costs of issuing the Series 2010C Bonds. The Series 2010C 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-seventh Supplemental Indenture of Trust dated as of September 1, 2010 (the “Thirty-seventh 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 2010C Bonds and any other moneys available for such payment, the Series 2010C 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 2010C Bonds will not be subject to acceleration upon an event of default or otherwise. The Series 2010C Bonds will be secured by an irrevocable, transferable direct-pay letter of credit (the “Series 2010C Credit Facility”) issued by Barclays Bank PLC (the “Series 2010C Credit Provider”). The Series 2010C Credit Facility will secure payment of the principal, purchase price and accrued interest (48 days at an initial interest rate of 12%per annum, subject to adjustment in accordance with the Series 2010C Credit Facility) on the Series 2010C Bonds. The Series 2010C Credit Facility will expire on September 23, 2013, unless earlier terminated or extended. For more information relating to the Series 2010C Credit Facility and the Series 2010C Credit Provider, see Part I, “THE SERIES 2010C CREDIT FACILITY AND REIMBURSEMENT AGREEMENT,” APPENDIX F – “Form of the Series 2010C Credit Facility” and APPENDIX G – “Information Regarding the Series 2010C Credit Provider.” AN INVESTOR SHOULD NOT RELY ON THE CREDIT OF THE AIRPORTS AUTHORITY IN MAKING ITS INVESTMENT DECISION REGARDING THE SERIES 2010C BONDS, BUT SHOULD LOOK SOLELY TO THE SERIES 2010C CREDIT FACILITY, WHICH SECURES PAYMENT OF THE PRINCIPAL, INTEREST AND THE PURCHASE PRICE OF THE SERIES 2010C BONDS. The Subseries 2010C-1 Bonds initially will bear interest in the Two Day Mode and the Subseries 2010C-2 Bonds initially will bear interest in the Weekly Mode, and interest on the Series 2010C Bonds will be payable on the first Business Day of each month. After the initial sale of the Series 2010C Bonds, the interest rate for the Series 2010C Bonds will be determined by Barclays Capital Inc., as the remarketing agent for the Series 2010C Bonds. THIS OFFICIAL STATEMENT DESCRIBES THE TERMS OF THE SERIES 2010C BONDS ONLY WHILE THE SERIES 2010C BONDS ARE IN A TWO DAY MODE OR WEEKLY MODE AND THE SERIES 2010C CREDIT FACILITY IS IN EFFECT. THE SERIES 2010C 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 2010C 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 2010C Bonds are offered when, as and if issued and received by the Underwriter. Legal matters with respect to the issuance of the Series 2010C 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 Underwriter by their Co-Counsel Saul Ewing LLP, Washington, D.C. and McKenzie & Associates, Washington, D.C., and for the Series 2010C Credit Provider by its counsel McDermott Will & Emery LLP, New York, New York. It is expected that the Series 2010C Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about September 22, 2010. Barclays Capital 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.” September 15, 2010 Metropolitan Washington Airports Authority $170,000,000 Airport System Revenue Variable Rate Refunding Bonds Series 2010C $66,750,000 Subseries 2010C-1 (AMT) Maturity Date: October 1, 2033 Initial Rate Mode: Two Day First Interest Payment Date: October 1, 2010 Remarketing Agent: Barclays Capital Inc. Credit Facility Provider: Barclays Bank PLC Credit Facility Expiration Date: September 23, 2013 CUSIP No (1): 592646 W90 $103,250,000 Subseries 2010C-2 (Non-AMT) Maturity Date: October 1, 2039 Initial Rate Mode: Weekly First Interest Payment Date: October 1, 2010 Remarketing Agent: Barclays Capital Inc. Credit Facility Provider: Barclays Bank PLC Credit Facility Expiration Date: September 23, 2013 CUSIP No (1): 592646 X24 1 Copyright 2007, American Bankers Association. The CUSIP numbers are provided by Standard & Poor’, 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 2010C Bonds and the Airports Authority and the Underwriter 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 2010C 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 2010C 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.
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