The Airports Authority is considering extending or refinancing the following outstanding credit facilities:

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1 METROPOLITAN WASHINGTON AIRPORTS AUTHORITY REQUEST for PROPOSALS No F178 DIRECT FUNDED INDEXED FLOATERS and/or LETTER OF CREDIT Airport System Revenue Bonds The Metropolitan Washington Airports Authority (the Airports Authority ) is seeking proposals from financial institutions interested in providing (A) Direct Funded Indexed Floaters ( Index Floaters ) and/or (B) a direct pay letter of credit ( Letter of Credit ) to support Variable Rate Demand Bonds ( VRDBs ) and in addition (C) other variable rate products. The Airports Authority is soliciting these proposals from banks to provide credit facilities in order to potentially extend/replace the existing credit facilities that expire in Please note that you may propose for either or both types of facilities. Currently, the Airports Authority has outstanding approximately $4.6 billion of aviation bonds, all secured on a senior lien basis. The aviation bonds consist of $3.8 billion of conventional fixed rate bonds (83%), $537.3 million of hedged variable rate bonds (12%), and $241.4 million of unhedged variable rate bonds (5%). All of the Airports Authority s current reimbursement obligations are secured on parity with the outstanding senior lien obligations. The Aviation Enterprise obligations are not secured by or payable from the revenues derived from the Dulles Toll Road or other assets of the Airports Authority accounted for under the Dulles Corridor Enterprise Fund. The Airports Authority is considering extending or refinancing the following outstanding credit facilities: The Series 2003D1 (AMT) Bonds currently outstanding in the amount of $53.8 million are held by Wells Fargo as Index Floaters with an expiration date of October 1, 2018; and The Series 2011A (AMT) bonds currently outstanding in the amount of $180.0 million as VRDBs supported by a Letter of Credit (LOC) from RBC with an expiration date of September 28, TITLE VI SOLICITATION NOTICE The Airports Authority, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. 2000d to 2000d-4) and the Regulations, hereby notifies all offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. Solicitation Issue Date: June 21, 2018 based on Finance Committee approval on June 20, 2018 Response Deadline: July 9, 2018, no later than 10:00 AM Eastern Time. Responses shall be submitted as pdf files with the signature of the appropriate member of your firm. Submissions should be sent to contracting@mwaa.com with Response to RFP No F178, Indexed Floaters and/or Letter of Credit in the subject line. Questions: All questions or requests for information must be submitted in writing, no later than 12:00 noon Eastern time on, June 28, 2018 via the Airports Authority s website at: Answers will be posted on the Airports Authority s website and all registered Planholders will be notified of their availability.

2 Metropolitan Washington Airports Authority Request for Proposals Basis of Award The Airports Authority is using a competitively negotiated procurement process to award this contract, and selection will be made taking into consideration proposed fees and spreads to be evaluated as part of the technical evaluation criteria. Award will be made to the firm(s) whose offer is judged to be an integrated assessment of the evaluation criteria that are listed below. The Airports Authority reserves the right to select multiple credit facility providers. If negotiations with the highest rated proposer(s) are unsuccessful, the Airports Authority has the right to begin negotiations with the next highest rated proposer(s). Period of Performance: The contract term may be from two to seven years depending upon final negotiated terms. Minimum Proposal Acceptance Period: A. "Acceptance period," as used in this provision, means the number of calendar days available to the Airports Authority for awarding a contract from the date specified in this solicitation for receipt of proposals. B. The Airports Authority requires a minimum acceptance period of 180 calendar days from the receipt of proposals. Whenever it appears to be in the best interest of the Airports Authority, the Airports Authority retains the right to request clarification of any information submitted in any proposal, to waive any irregularities in any proposal or to accept or reject any proposal in whole or in part. Evaluation Criteria A. Information submitted in proposals meeting the minimum qualification will be evaluated using only the criteria listed below. The criteria are listed in descending order of importance with the first having the most weight and with each of the following criteria having equal or lesser weight than the one preceding it. Each criterion consists of all elements listed in the paragraph under each criterion. Please note that the elements listed in each of these paragraphs are not considered subcriteria and will be evaluated collectively, not individually. In other words, when evaluating how well a technical proposal meets a particular criterion, the Airports Authority will consider all of the elements of that criterion together as a single criterion, not as separate subcriteria. The Airports Authority will base its evaluation on information provided by the Offeror. B. The Airports Authority reserves the right to establish a competitive range of offerors based upon its initial evaluation of the technical proposals (the technical evaluation) and at subsequent points during the evaluation process. The Airports Authority also reserves the right to conduct oral interviews with only the offerors in the competitive range and to include the results of the interviews in its evaluation and to consider only these firms for contract award. The Airports Authority further reserves the right to request Best and Final Offers (BAFO) if in the best interest of the Airports Authority. If BAFOs are desired, the Contracting Officer will issue a solicitation amendment containing the BAFO request. This amendment will be issued to all offerors still within the competitive range and will state a deadline for receipt of the best and final offers. Offerors are not required to change their technical and price proposals in response to the BAFO request, but must acknowledge the BAFO amendment even if they do not change their proposals. Once the technical evaluation is complete, those price proposals of offerors on the final list of offerors within the competitive range will be combined with the technical score in making the final selection for contract award. Evaluation Criteria: proposed fees and spreads as related to the term of the credit facility, credit quality, and trading value of securities backed by the responding institution, costs to terminate the facility in part or in whole prior to the stated expiration, at the sole option of the Airports Authority, willingness to accept the Airports Authority s proposed covenants and indemnification, proposed downgrade pricing, and proposed term out provisions. Page 2

3 Metropolitan Washington Airports Authority Request for Proposals Existing Bank Facilities: Indexed Floaters. The Airports Authority has $336.4 million of variable rate percentage of LIBOR-indexed floaters. Series Tax Status Outstanding Par ($M) Provider Expiration 2003D1 AMT $ Wells Fargo October 1, D Non-AMT $ Wells Fargo September 22, B AMT $ U.S. Bank April 1, 2020 Letter of Credit-Backed VRDOs. The Airports Authority has $442.3 million of variable rate demand obligations secured by Letters of Credit. Series Tax Status Outstanding Par ($M) Provider LoC Expiration 2009D Non-AMT $ TD Bank February 28, C AMT (C1) $ SMBC September 21, 2020 Non-AMT (C2) 2011A AMT $ RBC September 28, 2018 Commercial Paper (CP). The Airports Authority has a LOC facility with ICBC in place for the issuance of up to $200 million Series Two CP Notes which expires on February 25, The Series Two CP Notes (as part of the $500 million authorized CP Program) are on parity with outstanding Bonds issued under the Master Trust Indenture and secured by Net Revenues of the Airports Authority. As of the issuance of this Request for Proposals, there are no CP Notes outstanding. The Series One CP Notes have no related bank facility and are currently considered suspended. Interest Rate Swaps: The Airports Authority has $537.3 million of interest rate swaps that hedge a portion of its outstanding variable rate bonds. All of these swaps are fixed payer swaps whereby the Airports Authority receives 72% of one-month LIBOR and pays a fixed coupon. The Airports Authority s obligation to make scheduled swap payments is on parity with the pledge of Net Revenues for Senior Lien Airport System Revenue Bonds. The Airports Authority s obligation to make termination payments under the swaps, if any, is secured as Junior Lien Obligations, junior to both Senior Lien and Subordinated Bonds (the Airports Authority currently does not have any outstanding Subordinated Bonds). Outstanding Interest Rate Swaps Swap Outstanding Hedged Series of Termination Date Counterparty Notional ($M) Bonds BofA $23.8 Series 2011A2 October 1, 2021 JPMorgan $162.2 Series 2010C2, October 1, 2039 BofA $ A3 and 2009D Wells Fargo $148.8 Series 2010D October 1, 2040 Wells Fargo $108.6 Series 2011A1 October 1, 2039 Security for Airport System Revenue Bonds: (Capitalized Terms as defined in the Amended and Restated Master Indenture, as amended) Senior Lien Airport System Revenue Bonds are secured by a parity pledge of the Net Revenues derived by the Airports Authority solely from the operation of the Airports (Washington Dulles International and Ronald Reagan Washington National). The Bonds do not constitute a debt of the District of Columbia or of the Commonwealth of Virginia or any political subdivision thereof nor involve a pledge of the faith and credit of the District of Columbia or of the Commonwealth of Virginia or any political subdivision thereof. These obligations of the Aviation Enterprise are not secured by or payable from the revenues derived from the Dulles Toll Road or other assets of the Airports Authority accounted for under the Dulles Corridor Enterprise Fund. The Airports Authority has $4.5 billion aggregate principal amount of Senior Lien Airport System Revenue Bonds Page 3

4 Metropolitan Washington Airports Authority Request for Proposals outstanding. In addition, the Airports Authority has a LOC providing for the issuance of up to $200 million of CP; none of which is currently outstanding. The Airports Authority currently has no Subordinated or Junior Lien Obligations outstanding other than swap terminations, if any, that are secured as Junior Lien Obligations. The Airports Authority has the ability to issue additional debt under these liens but is not currently considering issuing any subordinate debt. If the Airports Authority ever elected to issue obligations under a Subordinated or Junior Lien, the Airports Authority would draft a new Master Trust Indenture for such lien. The Airports Authority's security (principal and interest) to the provider of the Index Floaters or Reimbursement Obligation for the Letter of Credit will be on a senior lien basis. Flow of Funds. All gross revenues of the Airports Authority are deposited into the Revenue Fund and are withdrawn, monthly, and deposited or transferred in the following amounts and order of priority: a) to the Operation and Maintenance Fund, an amount necessary to increase the balance in the Operation and Maintenance Fund to 25 percent of Operation and Maintenance Expenses set forth in the Airports Authority's budget for the current Fiscal Year; b) to the applicable Principal Account, Interest Account and Redemption Account in the Bond Fund amounts, if any, set forth in the applicable Supplemental Indenture with respect to each Series of Senior Bonds, subject to a credit for certain amounts on deposit therein; c) to the applicable account in the Debt Service Reserve Fund with respect to each Series of Senior Bonds amounts, if any, set forth in the applicable Supplemental Indenture to replenish any deficiency therein; d) to the Subordinated Indenture Trustee, an amount equal to the deposits to the Subordinated Bond Funds required by the Subordinated Indenture (if any); e) to the Subordinated Indenture Trustee, an amount required by the Subordinated Indenture to replenish any Subordinated Reserve Funds (if any); f) to the Junior Lien Obligations Fund, an amount equal to any required deposits pursuant to Junior Lien Indentures; g) to the Federal Lease Fund, 1/12 of the amount required to be paid annually to the federal government under the Federal Lease plus the amount, if any, necessary to make up any prior deficiencies; h) to the Emergency Repair and Rehabilitation Fund, 1/12 of the aggregate amount, if any, withdrawn from such Fund in the preceding Fiscal Year; and i) to the General Purpose Fund, all remaining moneys required to be withdrawn from the Revenue Fund on the first Business Day of such month. Additional Information: Please review Exhibit A Covenants & Indemnification for certain of the terms that the Airports Authority expects will be included in the Index Floaters and Letter of Credit agreements. One of the factors in the Airports Authority's selection process will be the willingness of a Bank to accept the terms described therein. (Please see Question G of the Proposal Sheet.) For your review, please find the following documents on the Airports Authority s website: (a) Amended and Restated Master Indenture of Trust, as amended ( Page 4

5 Metropolitan Washington Airports Authority Request for Proposals (b) 2017 CAFR ( (c) Official Statement for the Series 2018A Bonds ( In addition, for your review as Exhibit B are Amendment No. 2 to the Second Amended and Restated Sixteenth Supplemental Indenture of Trust, the Second Amended and Restated Sixteenth Supplemental Indenture of Trust, and Amendment No. 1 to the Fortieth Supplemental Indenture of Trust, and Fortieth Supplemental Indenture of Trust. Remarketing Agent: Trustee/Paying Agent: Ratings: Information to be Submitted: The Airports Authority reserves the right to assign remarketing agents, if needed, based on its discretion. The Trustee and Paying Agent on the transaction will be Manufacturers and Traders Trust Company. As of the date of this RFP, the Airports Authority s underlying credit ratings are affirmed in: Moody s: Aa3 with stable outlook; S&P: AA- with stable outlook; Fitch: AA- with stable outlook. Please answer the questions set forth in the attached Sheet Direct Funded Index Floaters and/or Letter of Credit. Alternative variable rate proposals should be provided separately. Proposed fees should be firm through October 1, Page 5

6 Metropolitan Washington Airports Authority Request for Proposals METROPOLITAN WASHINGTON AIRPORTS AUTHORITY PROPOSAL SHEET DIRECT FUNDED INDEXED FLOATERS and/or LETTER OF CREDIT Form of Response: A. QUESTIONS Each respondent must answer all of the following questions and provide the listed information as attachments: A. Please include a cover letter (no more than one page) which 1) states the exact legal name of the institution proposing to provide the Index Floaters and/or Letter of Credit; 2) provides a brief description of your institution; 3) provides the name, address, address, and telephone number of the primary contact who would be responsible for this engagement; and 4) states whether or not the institution proposing to provide the Index Floaters or Letter of Credit has a parent and, if so, states the exact legal name of the parent. For purposes of this Request for Proposals, an entity is considered a parent if the entity owns or controls (i.e., by value or voting power), more than fifty percent (50%) of the institution providing the Index Floaters or Letter of Credit. B. Please indicate your institution's current long and short-term ratings, including outlooks, from each: 1) Moody's Investors Service; 2) Standard & Poor's Ratings Group; 3) Fitch Ratings. Include your website link to the most current rating reports. Please detail any rating changes over the last 12 months. C. Please indicate your firm s maximum and minimum capacity. D. Please provide the name and contact information for your legal counsel (please include the e- mail address). Please provide an estimate of the legal fees and a cap on such legal fees. It is the Airports Authority s preference that legal fees are included as part of transaction costs and directly paid to your firm. Please indicate whether your firm has any objections to it. E. Please express your willingness to hold the pricing firm through October 1, F. Please express your willingness to accept the language contained in Exhibit A Covenants & Indemnification of the Request for Proposals. Any changes to Exhibit A should be provided in a blacklined version to assist in reviewing exactly what changes to the documents are requested. Additionally, provide your firms reasoning behind any changes. G. As described below under Assumed Terms, the Airports Authority assumes the ability to terminate at no cost at any time upon 30 days notice. If your proposal deviates from this assumption, please specify any early termination fees and any situations in which such fees would not apply. H. If the Airports Authority does not redeem or refinance the outstanding principal at the end of the specified term of the facility, please discuss your willingness to convert the unredeemed principal amount into a term loan and provide the terms and provisions of such term loan. Page 6

7 Metropolitan Washington Airports Authority Request for Proposals B. REQUIRED ATTACHMENTS I. Describe any pending, concluded or threatened litigation, administrative proceedings or federal or state investigations or audits, subpoenas or other information requests of or involving your firm or employees. Describe the nature and status of the matter and the resolution, if any. J. Describe any sanctions or penalties brought against your firm or any of its personnel (including suspension or disbarment) by any regulatory or licensing agencies. Include a description of the reasons for the sanction or penalties and whether such sanctions or penalties are subject to appeal. A. Complete the Attachment Sheets & Fee Proposals Information: Attachment A: Direct Funded Indexed Floaters; and/or Attachment B: Letter of Credit. B. Please provide separate preliminary Term Sheets of required terms and conditions for (i) Direct Funded Indexed Floaters and/or (ii) a Letter of Credit, as applicable, and clearly state your proposed fees which are firm through October 1, C. Please specify your (i) downgrade pricing, if any, (ii) your term out provisions and (iii) your early termination provisions. D. Please provide a website link where copies of the most recent Moody s, Standard & Poor s and Fitch reviews of your financial institution can be found. E. Please list the transactions (including dates, amounts, issuer and other relevant information) for which you provided Direct Funded Indexed Floaters and/or Letters of Credit for VRDBs since January 1, 2016 (please highlight any airport issuers). Assumed Terms: For your fee proposals, please assume the following terms: Early Termination: Type: Other terms: Expenses: At the Airports Authority s sole option, at no costs at any time, with a minimum of 30 days written notice to the Paying Agent. If your proposal deviates from this, please specify on the proposal sheet and in your term sheet. Please provide a fee proposal for Direct Funded Indexed Floaters and/or a Letter of Credit. Please assume that the Letter of Credit, if applicable, is to be irrevocable and transferable. Provide an estimate of any expenses that you would expect reimbursement from the Airports Authority on this transaction. Please disclose all one-time charges at closing as well as any ongoing expenses. Please also indicate the Bank Counsel on the transaction and a not to exceed fee for Bank Counsel. Page 7

8 Metropolitan Washington Airports Authority Request for Proposals ATTACHMENT A Direct Funded Indexed Floaters Sheet - Fee Proposals Information Institution: Commitment Amount: $ Term 2 Years 3 Years 4 Years 5 Years 7 Years Spread and Index for AMT Notes Up-Front Fee If your interest rates would increase due to a downgrade of the Airports Authority s underlying credit ratings, please provide a fee matrix. All fees and information requested below must be provided in order for your submittal to be deemed Responsive. Cap on Legal Fees: Non-Legal Fees and Expenses 1 : Aggregate Drawing Fee: Bank Interest Rate 2 : Default Rate: Amendments Amendment Fee to Bank: Cap on Legal Fees: Any other Fees/Expenses: Grand Total $ 1 All other fees and expenses (specify type and nature of expense and whether it is an annual or one-time charge.) 2 If based on an index, please specify. Page 8

9 Metropolitan Washington Airports Authority Request for Proposals ATTACHMENT B Letter of Credit Information Sheet Fee Proposals Information Institution: Commitment Amount: $ Term 2 Years 3 Years 4 Years 5 Years 7 Years LOC Fee If your fees would increase due to a downgrade of the Airports Authority s underlying credit ratings, please provide a fee matrix. All fees and information requested below must be provided in order for your submittal to be deemed Responsive. Cap on Legal Fees: Non-Legal Fees and Expenses 3 : Aggregate Drawing Fee: Bank Interest Rate 4 : Default Rate: Amendments Amendment Fee to Bank: Cap on Legal Fees: Any other Fees/Expenses: Grand Total $ 3 All other fees and expenses (specify type and nature of expense and whether it is an annual or one-time charge.) 4 If based on an index, please specify. Page 9

10 Metropolitan Washington Airports Authority Request for Proposals Exhibit A COVENANTS & INDEMNIFICATION Affirmative Covenants of the Airports Authority. So long as the Bank has any commitment under the Liquidity/Credit Facility or under any other Credit Document, or the Airports Authority shall have any obligation to pay any amount to the Bank hereunder or under any other Credit Document, the Airports Authority shall, unless the Bank shall otherwise consent in writing: (a) (b) (c) (d) Performance of This and Other Agreements. Punctually pay or cause to be paid all amounts payable under the Bank Agreement and the other Related Documents and observe and perform all of the conditions, covenants and requirements of the Bank Agreement and the other Related Documents. Further Assurances. Execute, acknowledge where appropriate, and deliver, and cause to be executed, acknowledged where appropriate, and delivered, from time to time promptly at the request of the Bank, all such instruments and documents as are usual and customary or advisable to carry out the intent and purpose of the Bank Agreement and the Credit Documents. Books and Records; Inspection Rights. Keep adequate records and books of account, in which complete entries will be made, reflecting all financial transactions of the Airports Authority; and at any reasonable time and from time to time, permit the Bank or any agents or representatives thereof, at the expense of the Bank, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the Airports Authority and to discuss the affairs, finances and accounts of the Airports Authority with any of the Airports Authority s officers, trustees and independent auditors (and by this provision the Airports Authority authorizes said auditors to discuss with the Bank or its agents or representatives, the affairs, finances and accounts of the Airports Authority). Reporting Requirements. Furnish to the Bank: (i) (ii) (iii) (iv) (v) as soon as available and in any event within 180 days after the end of each Fiscal Year, a copy of the comprehensive annual financial report of the Airports Authority for such Fiscal Year, including the audited financial statements therein; as soon as available and in any event within 135 days after the end of each of the first three quarters of each Fiscal Year, a copy of the unaudited financial statements of the Airports Authority for such quarter, in the form customarily prepared by the Airports Authority and distributed to the members of the Board of the Airports Authority; concurrently with each delivery of the comprehensive annual financial report referred to in clause (i) above, a certificate of the Airports Authority s Chief Financial Officer to the effect that based on a review of the Bank Agreement and the Related Documents (1) such review [has][has not] disclosed the existence of a Default or Event of Default during or at the end of the accounting period covered by such financial statements, and the Chief Financial Officer has no knowledge of the existence of any Default or Event of Default as of the date thereof, (2) if the Airports Authority were to make the representations and warranties set forth in the Bank Agreement as of the date thereof, such representations and warranties would be true and correct in all material respects, or, if such representations and warranties would not be true and correct in all material respects, a description of the events or circumstances which would cause any of such representations or warranties to not be true and correct in all material respects; upon the request of the Bank, promptly following approval thereof, the annual budget, if any, of the Airports Authority, containing estimates of expenditures and anticipated Revenues for the Fiscal Year covered thereby; upon the request of the Bank, promptly after the same shall have become publicly available, copies of (A) all financial reports, feasibility studies, budgets, if any, and other similar information with respect to the Airports Authority that are released or available to the public, and (B) all final official Page 10

11 Metropolitan Washington Airports Authority Request for Proposals statements or other final disclosure statements prepared with respect to any bonds issued under the Master Indenture or other additional debt relating to the Airports Authority; (vi) (vii) (viii) (ix) (xi) promptly after an official of the Airports Authority has actual knowledge thereof, notice of any action, suit, proceeding, inquiry or investigation before or by any court, public authority or body pending or threatened wherein an unfavorable decision, ruling or finding would have a material adverse effect on the transaction contemplated by this Bank Agreement or Related Documents, or which would adversely affect the validity or enforceability of, or the authority or ability of the Airports Authority to perform its obligations under the Bank Agreement or the other Related Documents to which it is a party. promptly after the occurrence of each Event of Default or Default under the Bank Agreement, continuing on the date of such statement, a statement of the Authority Representative of the Airports Authority setting forth details of such Event of Default or Default; promptly after the receipt or giving thereof, copies of all notices of resignation by or removal of the Trustee, Paying Agent and/or either Remarketing Agent which are received and/or given by the Airports Authority; promptly after the same becomes known to the Airports Authority, copies of all state, local or federal legislation which has been introduced in any legislative body of the Commonwealth of Virginia or the District of Columbia, any local jurisdiction therein or the federal government and any other event which, in the reasonable judgment of the Airports Authority, is likely to have a material adverse effect on the Aviation Enterprise or the operations or Revenues of the Aviation Enterprise, the security or sources of repayment for Bonds or the transactions contemplated by the Bank Agreement, or by the Related Documents; with reasonable promptness, such other information and data with respect to the business, properties, condition (financial or other), operations or prospects of the Airports and the Airports Authority as from time to time may be reasonably requested by the Bank. (e) (f) (g) (h) Indemnity. To the extent permitted by law, the Airports Authority shall indemnify and hold harmless the Bank from and against any and all claims, damages, losses, liabilities, cost or expenses whatsoever which the Bank may incur (or which may be claimed against the Bank by any Person whatsoever) by reason of any untrue statement or alleged untrue statement of any material fact contained or incorporated by reference in any offering memorandum, or in any supplement or amendment thereof, or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading; provided that the Airports Authority shall not be required to indemnify the Bank, and the Bank shall be liable to the Airports Authority for indemnification for any claims, damages, losses, liabilities, costs or expenses (i) to the extent, but only to the extent caused by the willful misconduct or gross negligence of the Bank or the wrongful dishonor of a Request for Purchase conforming in all respects to the terms hereof, or (ii) incurred solely by reason of any untrue statement contained under the caption THE LIQUIDITY/CREDIT FACILITY and THE BANK in any offering memorandum. Master Indenture. The Airports Authority covenants and agrees that it will comply with the covenants and provisions of the Master Indenture. Replacement of the Bank. If at any time any Rating Agency assigns or reduces its long-term rating on any of the Airports Authority s Bonds issued under the Master Indenture and secured by its Net Revenues to Baa1 with respect to Moody s or BBB+ with respect to S&P or Fitch or below, the Airports Authority, within 180 days following a request from the Bank, shall use best efforts to replace the Liquidity/Credit Facility with an alternate Liquidity/Credit Facility. The Airports Authority shall immediately forward notice to the Bank of any downgrade with respect any such Bonds. Opinions. Please note that (1) no opinion of the Airports Authority s General Counsel will be given to any Letter of Credit provider or Index Floater provider with respect to the Bonds and (2) the Airports Authority s Page 11

12 Metropolitan Washington Airports Authority Request for Proposals Bond Counsel will only provide a customary validity and enforceability opinion with respect to any Bank Agreement. (i) Jurisdiction. The Airports Authority s ability to enter into obligations shall be governed by the laws of the Commonwealth of Virginia. Negative Covenants of the Airports Authority. So long as the Bank has any commitment under the Bank Agreement or under any other Credit Document, or the Airports Authority shall have any obligation to pay any amount to the Bank under the Bank Agreement or under any other Credit Document, the Airports Authority will not, without the prior written consent of the Bank: (a) (b) (c) (d) (e) (f) No Adverse Effect. Adversely affect the rights or security of the Bank under the Bank Agreement or under any other Credit Document (including, without limitation, the right to receive timely and sufficient payment thereunder) or the rights of the holders of the Bonds (including, without limitation, the right to receive timely and sufficient payment thereunder); provided, however, that nothing contained in this section shall impair, limit or restrict the right of the Airports Authority to issue additional bonds in accordance with, and subject to the fulfillment of the conditions precedent contained in, Sections 210 and 213 of the Master Indenture. Offering Memorandum and Other Documents. Other than the information contained under the caption THE LIQUIDITY/CREDIT FACILITY and THE BANK, include or permit to be included, any material or reference relating to the Bank in any offering memorandum or any other document or any tombstone, unless such material or reference is approved in writing by the Bank prior to its inclusion therein; or distribute, or permit to be distributed or used, any offering memorandum unless a copy of such offering memorandum has been furnished to the Bank. Alternate Liquidity/Credit Facility. Authorize, permit or consent to any substitution of an alternate Liquidity/Credit Facility for the Bank Agreement unless there shall be paid to the Bank, prior to or simultaneously with such substitution, any and all amounts due and owing and to become due and owing to the Bank (including, without limitation, all unpaid Bank Notes and the termination fee, if any, due under the Bank Agreement). Remarketing Agents. Appoint or permit or suffer to be appointed any successor Remarketing Agents, other than any such successor succeeding by operation of law, without the prior written approval of the Bank (which approval shall not be unreasonably withheld); or enter into any successor Remarketing Agreements without the prior written approval of the Bank (which approval shall not be withheld if and so long as such Remarketing Agreement affords protection to the rights and interests of the Bank that is substantially the same as that afforded by, the predecessor Remarketing Agreement). Any approval required from the Bank hereunder shall be given or denied within 10 days of the request therefore, accompanied in the case of a successor Remarketing Agreement, by a proposed successor Remarketing Agreement in final form, and the failure of the Bank to respond to such request by the close of business on the tenth day shall be deemed, on the eleventh day, to constitute consent by the Bank hereunder. Transfer of Airports. Transfer, sell, lease or dispose of all or substantially all of the properties and facilities constituting the Airports, except as permitted under the Master Indenture. Amendments. (i) Modify, amend or supplement any of the Related Documents, (ii) give any consent to any modification, amendment or supplement of any of the Related Documents, or (iii) make any waiver with respect to any of the Related Documents; provided, however, that amendments, modifications, supplements and waivers of the Remarketing Agreements shall be effective without the prior written consent of the Bank to the extent, and only to the extent, that such amendments, modifications, supplements and waivers would not have any adverse effect on the Bonds, the Credit Documents, the Revenues, the Pledged Funds, the Bank or the ability of the Airports Authority to meet its obligations under the Bank Agreement. In addition, the Airports Authority promptly will supply the Bank with one fully executed copy of any modification, amendment, supplement or waiver of any Related Document. Page 12

13 Metropolitan Washington Airports Authority Request for Proposals (g) Additional Liens. Except as permitted under the Master Indenture and the Paying Agent Agreement, respectively, the Airports Authority shall not create, incur, assume or suffer to exist any lien, pledge or charge on the Revenues or the Pledged Funds. Affirmative Covenants of the Bank (a) GENERAL CIVIL RIGHTS PROVISIONS The Bank agrees to comply with pertinent statutes, Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Bank from the solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of (b) TITLE VI CLAUSES FOR COMPLIANCE WITH NONDISCRIMINATION REQUIREMENTS During the performance of this contract, the Bank, for itself, its assignees and successors in interest (hereinafter referred to as the Bank) agrees as follows: (i). (ii). (iii). (iv). (v). (vi). Compliance with Regulations. The Bank will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this Contract. Non-Discrimination. The Bank, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Bank will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Bank for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Bank of the Bank's obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. Information and Reports. The Bank will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Airports Authority or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of the Bank is in the exclusive possession of another who fails or refuses to furnish the information, the Bank will so certify to the Airports Authority or the FAA as appropriate, and will set forth what efforts it has made to obtain the information. Sanctions for Noncompliance. In the event of the Bank's noncompliance with the nondiscrimination provisions of this contract, the Airports Authority will impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: Withholding payments to the Bank under the contract until the Bank complies; and/or cancelling, terminating, or suspending a contract, in whole or in part. Incorporation of Provisions. The Bank will include the provisions of paragraphs i. through vi in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Bank will take action with respect to any subcontract or procurement as the Airports Authority or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Bank becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, the Bank Page 13

14 Metropolitan Washington Airports Authority Request for Proposals may request the Airports Authority to enter into any litigation to protect the interests of the Airports Authority. In addition, the Bank may request the United States to enter into the litigation to protect the interests of the United States. (c) TITLE VI LIST OF PERTINENT NONDISCRIMINATION AUTHORITIES During the performance of this contract, the Bank, for itself, its assignees, and successors in interest, agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 49 CFR part 21 (Non-discrimination In Federally-Assisted Programs of The Department of Transportation Effectuation of Title VI of The Civil Rights Act of 1964); The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federalaid programs and projects); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL ), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms programs or activities to include all of the programs or activities of the Federal-aid recipients, sub-recipients and Banks, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C ) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; The Federal Aviation Administration s Non-discrimination statute (49 U.S.C ) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and lowincome populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C et seq). Page 14

15 EXHIBIT B

16 Redacted Version AMENDMENT NO. 2 Dated as of February 1, 2018 to SECOND AMENDED AND RESTATED SIXTEENTH SUPPLEMENTAL INDENTURE OF TRUST Dated as of December 1, 2012 between METROPOLITAN WASHINGTON AIRPORTS AUTHORITY and MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee Governing the Issuance of and Securing $63,225,000 Airport System Revenue Variable Rate Bonds, Series 2003D v4

17 AMENDMENT NO. 2 (this "Amendment") dated as of February 1, 2018, to the SECOND AMENDED AND RESTATED SIXTEENTH SUPPLEMENTAL INDENTURE OF TRUST dated as of December 1, 2012 (the "Sixteenth Supplemental Indenture") by and between the METROPOLITAN WASHINGTON AIRPORTS AUTHORITY, a public body politic and corporate created by the Commonwealth of Virginia and the District of Columbia (the "Airports Authority"), and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with trust powers and having a corporate trust office in Baltimore, Maryland, as Trustee (the "Trustee"); W I T N E S S E T H: WHEREAS, pursuant to Va. Code Ann et seq. (2001) (codifying Chapter 598 of the Acts of Virginia General Assembly of 1985, as amended), and D.C. Code Ann et seq. (2001) (codifying the District of Columbia Regional Airports Authority Act of 1985, as amended) (together, the "Acts"), the Airports Authority is authorized and empowered to issue bonds, notes and other obligations to finance the cost of Authority Facilities as defined in the Acts, including the refunding of any obligations of the Airports Authority; and WHEREAS, the Airports Authority and the Trustee have entered into an Amended and Restated Master Indenture of Trust dated as of September 1, 2001, as amended and supplemented (the "Master Indenture"); and WHEREAS, the Airports Authority and the Trustee are parties to the Sixteenth Supplemental Indenture, as amended by Amendment No. 1 thereto dated as of October 1, 2015 ("Amendment No. 1"), pursuant to which the Series 2003D Bonds bear interest in a LIBOR Index Rate Mode, and Wells Fargo Municipal Capital Strategies, LLC, a Delaware limited liability company ("Wells Fargo") is the Holder of such Series 2003D Bonds; and WHEREAS, as a result of the recent reduction in the Maximum Federal Corporate Tax Rate, the Airports Authority and Wells Fargo desire to amend the Sixteenth Supplemental Indenture, as amended by Amendment No. 1, as set forth in this Amendment, effective February 1, 2018; and the Trustee, at the direction of the Airports Authority, which direction is evidenced by the execution by the Airports Authority of this Amendment, has agreed and consented to such amendments to the extent necessary in accordance with the Master Indenture and Section 1001 of the Sixteenth Supplemental Indenture; and WHEREAS, this Amendment is being delivered pursuant to Articles II and IX of the Master Indenture and Section 1001 of the Sixteenth Supplemental Indenture; and WHEREAS, the Airports Authority has taken all necessary action to constitute this Amendment a valid and binding instrument for the authorization of the aforementioned amendments to the Sixteenth Supplemental Indenture as provided herein; All capitalized terms used and not defined herein shall have the same meanings as in the Sixteenth Supplemental Indenture or Master Indenture v4

18 NOW, THEREFORE, THE SIXTEENTH SUPPLEMENTAL INDENTURE is hereby amended as follows: ARTICLE I AMENDMENTS Section 101. Section 102 of the Sixteenth Supplemental Indenture. Section 102 of the Sixteenth Supplemental Indenture is hereby amended (1) to change the definition of the following terms currently contained in the Sixteenth Supplemental Indenture to read in their entirety, and (2) to add certain definitions not currently contained in the Sixteenth Supplemental Indenture, as follows: "Amortization Schedule" shall mean the redemption schedule for those outstanding Series 2003D Bonds held by the Purchaser, which (i) are not paid on the applicable Purchase Date in accordance with Section 302(b)(i) herein, or (ii) are not paid on the applicable Mandatory Purchase Date as a result of a Default under the Continuing Covenants Agreement in accordance with Section 302(b)(ii) herein. The Amortization Schedule requires that all outstanding Series 2003D Bonds will be repaid in six equal (as nearly as possible) semiannual installments commencing on the first Business Day of the month occurring at least 180 days after such (x) Purchase Date, as described in section (i) above of this definition, or (y) a CCA Default Tender Date in accordance with Section 705(b) herein (or, if it results in a more rapid amortization of the Series 2003D Bonds, the date principal payments are required under Section 302(a) herein, such that the aggregate amount of Series 2003D Bonds outstanding will be reduced to the same level as the Series 2003D Bonds scheduled to be outstanding on such dates), with the final installment in an amount equal to the entire then unpaid principal amount, plus accrued interest, of such Series 2003D Bonds being due and payable in full on the earlier of (i) the third anniversary of the date of such Purchase Date or the CCA Default Tender Date; (ii) the date on which the Series 2003D Bonds mature or are redeemed, repaid, prepaid or cancelled pursuant to the terms of the Series 2003D Bonds, the Master Indenture or this Sixteenth Supplemental Indenture, or (iii) the date on which the Series 2003D Bonds are remarketed. "Applicable Factor" shall mean, with respect to the LIBOR Index Rate Period commencing October 1, 2015, effective February 1, 2018, [REDACTED] and during any subsequent LIBOR Index Rate Period or SIFMA Index Rate Period, the percentage determined by the Airports Authority, on or prior to the first day of such subsequent LIBOR Index Rate Period or SIFMA Index Rate Period. "Applicable Spread" shall mean, with respect to the LIBOR Index Rate Period commencing October 1, 2015, effective February 1, 2018, [REDACTED] plus the number of basis points specified below, on a cumulative basis, which corresponds to the lowest rating assigned (in accordance with paragraph (i) of this definition) to the Parity Debt (without regard to credit enhancement), as follows: [REDACTED] (i) In the event ratings are assigned by all three Rating Agencies, and only two of such ratings are equivalent, the two equivalent ratings shall be used for the purpose of determining the 2

19 applicable level from the above grid. In the event ratings are assigned by all three Ratings Agencies and no two such ratings are equivalent, the middle rating shall be used for the purpose of determining the applicable level from the above grid. In the event ratings are assigned by only two Rating Agencies and such ratings are not equivalent, the lower rating shall be used for the purpose of determining the applicable level from the above grid. If one or more of the ratings is/are withdrawn or suspended, or any rating falls below Investment Grade (as defined in the Continuing Covenants Agreement), the Series 2003D Bonds shall bear interest at the Default Rate. References above are to rating categories as presently determined by the rating agencies, and in the event of the adoption of any new or changed rating system or a "global" rating scale by any such rating agency, the ratings categories shall be adjusted accordingly to a new rating which most closely approximates the ratings currently in effect. (ii) During any other LIBOR Index Rate Period or SIFMA Index Rate Period, the number of basis points determined by the Market Agent, on or before the first day of such LIBOR Index Rate Period or SIFMA Index Rate Period and designated by the Airports Authority in accordance with Section 211 of this Sixteenth Supplemental Indenture (which shall include a schedule for the Applicable Spread based upon the ratings assigned to the Parity Debt of the Airports Authority as described in subparagraph (i) in this definition) that, when added to (A) the product of LIBOR and the Applicable Factor, or (B) the SIFMA Index, as the case may be, would equal the minimum interest rate per annum that would permit the Series 2003D Bonds to be sold on such date at a price equal to the principal amount thereof (without regard to any accrued interest thereon). "Authorized Denominations" shall mean with respect to Series 2003D Bonds bearing interest at a (i) Flexible Rate, Daily Rate, Two Day Rate, Weekly Rate, $100,000 and integral multiples of $5,000 in excess thereof; (ii) with respect to Series 2003D Bonds which are subject to an Index Interest Period, $250,000 and any integral multiple of $5,000 in excess of $250,000, and (iii) Term Rate, $5,000 and any integral multiple thereof, provided, however, that if as a result of the change in the Mode of the Series 2003D Bonds from a Term Mode to a Short-Term Mode, it is not possible to deliver all the Series 2003D Bonds required or permitted to be Outstanding in a denomination permitted above, the Series 2003D Bonds may be delivered, to the extent necessary, in different denominations. "Calculation Agent" shall mean, with respect to the Series 2003D Bonds bearing interest at a LIBOR Index Rate or a SIFMA Index Rate, Wells Fargo Bank, National Association, or such other calculation agent appointed by the Airports Authority, with the consent of the Purchaser, and any successor. "Code" means the Internal Revenue Code of 1986, as amended from time to time, including all applicable regulations thereunder whether proposed, temporary or final, including regulations issued and proposed pursuant to the statutory predecessor of the Code, and, in addition, all official rulings and judicial determinations applicable to the Bonds under the Code and under any successor provisions to the relevant provisions of the Code or regulations. "LIBOR" means the rate per annum determined on the basis of the rate of deposits in United States dollars of amounts equal to or comparable to the Outstanding principal amount of the Series 2003D Bonds, offered for a term of one month, which rate appears on the display designated as Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen 3