MWAA Silver Line TIFIA Application 2013

8/12/2019 MWAA Silver Line TIFIA Application 2013

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U5&gruiidrD6pqUlan Fiscal Year 2013 ApplicationUNITED STATESDEPARTMENT OF TRANSPORTATIONFiscal Year 2013 APPLICATION FOR FEDERAL CREDIT ASSISTANCE'Iransportation lnfmsftucture Financ and lnnoration ActBackground: This form is to be completed bt eligible applicants for fede.al credil assislance under th Transpotationlnliastmcture Finance and Innolation Act (TlFlA). as anended, invited to sub it an application by the U.S. Depannenl ofTransDortation (DOTJ. The TIFIA stalute is codified uDder 23 U.S.C. 601-609. Ihe DOT $ill usc the collededinfomaiion to evaluate and select recipints for credit assistance as authorized undr 'lll'lA. Appiicarrs nay be asked toprovide addilional supportirg elidence o. to quantit delails during the revieu and negoiiation process. Ifany informationsubmitled. or rcquested 10 be submitled. changes aller ihe applicarion is subnilled. the applicanl $ill updale its applicalionaccordin-qly. Punuant to the recenily enacted Moving Ahead for Progfess in the ?lsl Century Acr (MAP-21). the DOTannounced the availabiliry of $l.7s billion {$750 million in Fedeml Fiscal Year (lY) 2013 funds and $1 billion in FY 201,1tunds (and any funds thal rnal be available nur prior fiscal years)) to provjde TIFIA credil assislance for eligible pro.jects.Only after a project sponsor has subnified a Leuer of InreresL and the DOT has deternincd that a projecr has met or islikely to neel all statutory eligibilitt requiremenls will the proiecr sponsor be invited to submir an application. N{AP 2lcontains atimeline for assessing applications for credit assisrance.

Charges: The DOT may require reinbursenerl for er?enses related to senices prcvided by the DOT's ou$ide advisors inconneclion witl the evalualion ofthe TIFIA Letter ofInlercsl. elaluation ofthe TIFI]\ applicalion. dd negotiation ofrheTIFIA transaclion documenls.Format: Applicalions nnrsi prolide aLl rcquested infotuarion dd sill nor be reliewed ifincoftpleE, which rhe DOT shallconfirn *ithin 30 days afler ftc date ofreceipt oithe applicador Applicarions should be provided in rhree hole punchbinders wirh sections and labs followinsthe seqrence shoin in the alplication checklisr.SubmissioDr A cop] of lhe conpleted appiication fo 4 wilhour attachments, should be senr by email toTllrAcreditaddol.qov. Hard coples ofthe compleied apptication (including a computcr diskette (CD) containing elecrronicle$ions of the etui.e applicatior with attachments as well as separale worknrg files for Scclion D and Exhibir VILrt^OT in PDF ot "tutu6" rmdl) should follox'the eleclronic submission. as furrher deiailed in this section- and shouldbe sclt to lhe atlention of Mr. DuaDc Callender. TIFIA Joirt ProEan Office. Federal Hi-shway Adminisrration. HITJ,Roon E61-101. 1200 Ne\ JeAey Arenue. SE, washingron. DC, 20590. Appljcarts are ad\lsed to urilize an express mailor courie. delivert serlice to ensure delive.y confimation oflhe package The application checklisi appearing oD the nertpage ofthis applicalion fo.m specifies ihe numbef olcoples (plus origtual) requi.ed for each section. The DOT requires9 s original hard copy subnission of the complete alrplicaiion package with all supporling exhibits and relaiddocunenlaron. As noted on the checklist on the follo'ling page, l additional hafd copies oflhe conplered aplUcarionform. withoul attachmenls are required. Onll aftcr a project sponsor has subrnilted a Leller of Interest and the DOT hasdetermined dral a project has nlet or is likely ro mcer all sraturory eligibilitv requirennB sill the projecl sponsor be invitedto submit an application. Please nole lhai an invitation by 1he DOt to submit an applicarion does no1 gua.otee rhar aproiect \ill fcceive TIFIA credit assistmce. which renarns subject to a lroject's coDrrrued etigibiliq,. please check theTIFIA website regularly to idedjf) updated guidance and apptication materials.Selection: The DO'I'S selection of a pfoje for parlicipation in the TIftA program does not jmpt) jhrt the DOT hasapprcved all elements proposed in the apllication. For example. the DOT ma), require changes in dre project.s financialplan proposed in the applicatio . Provision ofcredit Nsisrance is $rbject to negolialion ofa crdit agreement on ieths andcond'tions satisfacrorv in all resDects to thc DOT.Inlormation Requests: Ifar applicant desires thal anv infomation subnrified in ils application or any supplement therelonot be released by the DOT upon request fronl a nember ofrhe public or olher$ise made publlcty avajtabte, the appticantmust so slatc aDd sel fofih any reasons why such lnformarion is confldetuial and should noi be released, inchdingpartrculars as to any compelilile harn which would potentially result from the release ofsuch infomation. The DOTwjtlkeep such infbnnation confidenlialto the exterl pe nilred by law.Warning: 11 is a crime to knowinely make falsc sratenents to a Federal agercy. perahies upon corviclion can include aline and imprisonme 1. For delails. see 18 L.S.C. 1001. Nlisrepresenlation of malerial facts may also bethe basis fordenialoflinancial assisrance by rhe U.S. Departnent of Transpofiation.

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UlftP|nftd'lilfipdb'bn Fiscal Yeur 2013 Applicttion

SECTION A: Contact tnforn$tionProvide the following infomation and inclMe this sheel as rie first page ofthe apllication. Ifihe Applicant is differentftonl th. expected Bonower, please pfovide inlbnnatlon for borh panjes.1. Applicant's LegalName:Metropolitan Washington Airports Authority2. OlhefNames under Which ApplicanlDoes Business:3. Federal T:Lx Identificarion NLr ber (to be used ro determine ri'hether the applicant is deLinquent or tu dfauh on anyFedemldebt. ii accordance with 31 U.S.C.3701, et seq. and 5 U.S.C 552a ar note):52-15135534. Business Address:1 Aviation Circle, Washington, DC 20001-6000.5. Maillng Addrss (ifdifferent ftom above) include both U.S. mailing addfess and courier (i e.. no P.O. Bo:r) address:6. Contac PersonNanreiAndrew T. Rountree7. Contact Person Tllle:Vice President for Finance and Chief Financial Officer8. Mailing Address for Conlaci Person (irdiffcrent {rom abo\):

1703t 417-8710

(703) 417-8995

11. E mail:[email protected]

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Fiscal Year 2013 ApplicationSICTION B: Proiect lnfornation

I ProjectNane. Assign a shot nameio ihe projecr, forpLrrposes ofidenlificaiion.The Dulles Corridor l\,4etrofail Project ("DCl\rP" or'Rait Project' or 'Project ).2. Location. Descdbe the location ofthe projecr, including major inrersecling highs'ay and rail routes, and atrach a map

as Exhibil l. Include the nme(s) ofdre counties rhat i|e prcject will setre.The ,4etrcpolitan Washington Airports Aulhodty (Aitporls Authority), in cooperation with Faidax CouniyLoudoun County, and ihe Commonwealih of Virginia (the funding partners) and ihe Washington l\,,letropolitanAfea Tfansit Authority (W|\,4ATA) is constructing a 23.1-mi e $dension of WMATA'S 106-rni e lMetrorait systernThe Project wi i run from a location on the current l\4etrorail Orange Line near the West Fatts Church Station inFairfax County to Du les Internalionai Airpod then beyond the airport to Route 772 in Loudoun County TheProject is being constructed in lwo Phases - Phase 1 divefges from the existing l\4eirorail Orange line neaf thecurent West Falls Church siation to Wiehle Avenue in Reston. Viroinia. phase 2 conttnues fron Wiehle Avenuerl Fairfa\ CoJnly to Roure /22 in eastern LoLdoun County.The Project will serve Faidax and Loudoun Countres. A projeci map has been pfovided as Exhibit L

This secllon requests narative information and two exlibits. The list below should be included in the application packetwith reslonses attehed and nunbered to correspond o the rclevani item. Total narrative supponing Section B should notexceed 8 pages, excludinsthe e{ibits.

3. Project Description. Describe the need for the prcject, its basic desisn features, and tr'hat il will acconplish. hcludean arsessmenr ofthe curent condilion of all rranspoftarion facilities relating ro rhe project. lfthe project's curentscope dife.s fiom whal is described in its environmental documents, please explain.Need for the Proiect: The Dulles Corrldor is home to severalofthe most dynamic and growing activiiy centersin the Washington metropolitan area, including the high-densrty office buitdings and regional shopptng centerc ofTysons, the residences and sububan office cbinplexes of the Reston-Herndon area, and an emergingresidentialand employmeni center in eastem Loudoun County.Travel ir the coftidor has grown steadily over the lasi 20 years, straining the capacity of the existingAansportation network and causing delays and tncreased travel iimes between activrty centers within thecoridol and the regror. lvlany of the major roadways in the corridor are currenfly at evel-of-service E and Fdu ng peak periods. Planned roadway enhancements In the Dulles Corridor are not expected to relieve {hecufent levels of congestion and the ability ib furlher expand roadway capacity beyond the plannedimplovements is constfained by right,of-way timitations and federal aif quality standards.The Project offerc a wide tange of transportatton and mobitity benefits, which inctude travel time savtngsbetween the corridor and the region's core and sububan activity ceniers, improved mobiliiy for transit-dependeni riders and reverse cornmuteTs, suppott for air quaiity and energy conservation goals, futufe iransit-ofiented development and job groMh, and an impfoyed ovell quality of liie.pqiig]LECelgfgli The Project includes eleven new siations - four in Tysons Comer, four in Fa rfax County, oneai Dulles Iniemalional Airport and two ln Loudoun County. Fairfax Couniy secured financing for an undergroundpaftrng garage and other public facilities al the Wieh e-Reston East IVIetro statron by entering into a partnershipwiih a prrvate developer at lhe site. Simltar strategies are being exptored fof the five pa*ing structures to beocated at Phase 2 stations (the County,Funded Elements).


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us*pdrufidr.sPot'ioi Fisc Year 2013 Applicution

5. Project Purpose. Describe the proiecr's puryose, incLuding quantitative o. quaiitative details on lublic benefits theproject will achieve. Supponing docunenrarion may be attached as Exhibit I1.

The purpose of the Project is to provide high-quality, high-capacity transil service in the Du les Corrdor. Thee)dension of [4etrorail lhrough the Dulles Cofiidor wili help address ihe limitations of the existing roadwaynetwork and transportaiion system ln the corfidor, and between the corridor and downtown Washlngton, DC.The Project offers a wrde range of hanspodation and mobility benefils, which include travel tme savngsbeiween the corridor and the region's core and suburban activity centers, impfoved mobility for tfansit-dependent riders and reverse commuters, support for air quality and energy conservaiion goals, future transito ented developrnenl and job grolvih and an improved overall quality of iife.N ational and Regional SignificanceThe Prolect will pfovide an impoftanl intermoiial connection of the region's Metrorail system to DullesInternaiional Airport, a major employment center and an international hub for a r seNice to majof cities afoundIn addilron, ihe Poect will pfovide high-quality high-capacity transii service beh/veen Washingion DC thenation s capilal, and severalofthe largest aciivity centers in the Washington melropolitan area, includlng TysonsCornef lhe Reston-Herndon area, and various emerging activity centers in eastern Loudoun County. TysonsCorner (the 'downtown of Fairfax County) is larg6r, in both geographic size and employrnent, than many of thecentral business districts in major iJ.S. cities including Miami, San Diego, and St. Louis, and is ihe targestsubu$an business d strict in the country. The Reston-Herndon area is Virginia's second largesl employmertconcentration.

The Pfoject is a catalyst for hansit-orienied development n the Dulles Corridor. The toca governmenrs arongihe alignment are creating and have approved iand use plans fof development at and near slations tha{ willenhance quality of lfe by firnimizrng the reliance on persoral vehicles for mobility and prcviding options forpedestrians and b cvc ists.InJanuary2013 the Farrfax CoLrnty Board of SLrpervlsors approved severa localtax increases ihatwitlhelp payfor an estimated $3.1 bllion in planned transportation improvements over the next 40 yeafs in the areasurrounding Tysons The work is part ofthe County's Transfoming Tysons'initiative and inctudes improvingaccess to the four new lvletro stations and expandlng transit service. The goal is to transfofin Tysons into awalkable, sustainable utban center that will be home to up to 10O,0OO resldents and 2OO,0O0 jobs by 2OSOThe Project also incorporates faciliiies and amenities that will encourage and suppod bicyc ists and pedeshians.The Pfoject will improve regional access to the Washingion and Otd Dominion Trail, a popular trait lor bicyc ists.Through Wl\r1ATA s 'Bike-on-Rail" policy, Metforail stations will serve as convenient bike/trans t transfer pointsfof passengefs choosing io split their trip between bicycle and rail. Sidewalks, tandscaping, bus shelters,fencing, bike lockers, and public arl elements have been incoForaled into the designs at each of the statjonsSafetyExpanding the lvlekorail system into the Dulles Corldor will provide greater flexibilily in forrnulating regonahomeland secufliy straiegies and evacuaiion plans. As was demonstfaied on Seplember 11. 2001, the Metrorailsysiem played a major role in evacuating hundreds of thousands of governmenl and pr vate sector employeesfrom downtown Washington afterthe attack on the Pentagon


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Us&P-Rftdln6Pqb'bn )uj|5. 9,: funnDd :uxn]rFiscal Yeur 2013 ApplicationThe Pfoject will be cons stent with l\Ietorail s existing railcar, facility and operational safely standards. Safetyfeaiures inc ude safeiy zones under the platfoffn 10 allow passengers who fall onto lhe track to avoid the tfa n,hotlines from central control to police and fire departrnents, automated smoke exhaust systems in lunnels callboxes passenger infofmaton displays on platforms, and cellulaf phone service.lr addition. the Alrpods Authority, rn cooperaton with the Commonwealih and the iocal governments, wlllrmplement roadway modifications to Route 7 and Spring Hill Road concurently with the Project to increaselraveler safety and elficency throughout the co|ridof. The Rouie 7 roadway modlfications inc ude eliminaiion ofthe seNce roads and provision of an additional (fourth) lane to accommodate both thfough and rlghfturnrngtraffic into adjacent pfopeaties. Route 7 wjll be constructed with dedicated turning lanes which will reducecongestion and impfove safety for nrotorists.The Airports Authoriiy will also ifipiement concurrent roadway improvements along the DIAAH that will mprovesafety and access for airport users. These include addiilonal roadway cfossoverc to permit authorzed (prrmarilyemergency) vehicles lo travel direcily between the DIAAH and the adjacent DTR. Currently these roadways areseparated by a physical barrier, with a few places wherc crossing between the rcadways is permitted.State of Gaaci RepairThe Project is locused on rninimizing life-cycle costs and activities. Throughout the design process, Wl\,,lATA,the A rports Authority, and their consultants have worked together io design a system that wll seamlesslyintegrate into WMATA's existing operaUons and will also incorporate the latest innovations in transit planningand deslgn.The Prolect includes lhe construciion of irfprovements io an exisiing WMATA Wesl Fats Church service andinspection shop and yard facilties and the purchase of 128 ra lcars and spafe pans. The raiicars will be fullycompatible with WIMATA's existing system. The expansion of the existing yard and shop wlll provide WIVIATAwth addiional railcar marntenance and siorage facillUes necessary io support Dulles Corridor operations.WMATA wiil be responsible for the Projects long-term operaltons as wel as malor rehab ttatton andrep acement wofk. In January 2013, WIMATA released a strategic ptan that establishes prioriiles for neaf- andlong-teIm aclion, ncluding a sel of seven key investments, called l\,,letro 2025, destgned to ncrease thesysiem's core capacity and impfove the effectiveness of the rail and bus networks by 2025. The skategic planncludes funding eslimates and strategies for maintaining the safety and reliability of the system aftef the $5brllion lMetro Forwad rebuilding effort returns ii io a steady state of good repair.The Project also inclLrdes signtficant improvements to the tocal roadway network, mosl importanfly through theheavily traveled Tysons Cornef arca The Route 7 imprcvements, as well as those to Spring Hill Road, willcreate new or signiiicantly-reconstructed roadway segments which will reduce the amount of routjnemaintenance thai wlll be required by Fairfax County.6. Project Cost And TIIIA Credit Assistance Request. Provide a cosr estjmale for bolh the entirc project and rheeligible prcject costs under the TIFIA pros.an. Specit the TIFiA credjt instrument(s) (i.e., secured lom, Ioan

guara.lee, andror sta'rdb) line ofcredit) requesred and the amounl ofTIFIA credii ssisrance requened for each creditinstrument. Ifrcquesring a secured loan. please provide a brief explanation oI how jh pLa. offinance tbr ihe projecrwould be impacted if TIFIA credir assistance was instead provided in the form of a loan guarantee. plese alsoindicate whether the applicanl intends to use a Marrer Credir Ag.eenenr wiih conringent .ojnmitnents for puryoses ofcarrying out a program ofprojects. Ifrequestnrs a Nlasrer Credir Agreement ptease provide the expected dming andmoxnt ofcredit dsistance requesied lbr each oflhe projects in the program l{o1e rha SecdoD D ofthis appiicarionrequests a tinancial plan; informaiion fumished under this ireln may b crossieferenced to maredais prcvided inSeclioD D, and in all ins1mces, includins but not limited 10 dollar amounts, must be consistenl wjth those naterials.

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U5o.'|M'dndEPo?lb Fiscal Yetr 2013 ApplicationTable 1 shows the capital cosi assumptions used for the purpose of sizing lhe TIFIA credii assistance for theDulles Corridor lvleiroraii Project. The total does not include finance charges or the cost of the Phase 2 pa*ingga'ages that wiil be f,nanced bV tne CountesThe total amouni of TIFIA assistance requested for ihe Prolect is 91,875,697,'183 (33 percenl of the total TIFIA-elig ble costs).I he otd TIFIA reouesr rs alocered an ong t4e ocal funoing partners as follows

Airpods Authority (DTR):Faifax County:Loudoun County:TotalTlFlA Credit Assista nce

1,277,345,782403,274,894195,072 507$ 1,875,697183

This application provides details on the TIFIA Loan to be exeouted by the Airports Authorty. Fairfax CoLlnty andLoudoun County are submitting separate app|cations addressing their respective TIFIA loans for the Pfoiect.The Airports Authority requests ihat lls credit assislance be siructured as a secured oan in the amount of$1,277,349,782. The beneflt of TIFIA cred t assistance would be slgnificant y diluted if it were to take the form ofa oan guarantee insiead of a difect oan. lt would be very difficult to find lendefs witting to provide nearty 91.3billion of subordinate financng at an interest rate competiUve with US Treasury obligations. Even with afedera loan guarantee, a private lender will ins ist on a liqu dity and cfedit risk premium that would lkely res lt ina borowing cost much higher lhan the TIF'A interest le Fvery 50 basis point incrernent in borrowing costs ona $1 27 billion loan increases potential debt service over a 35 year period by approximalely 9160 m llon.11 is also important to note that privaie lenders are generally unable to make long{erm loans with termscomprable to TlFlA. The ability to accrete interest on the TIFIA loar during construction for example, provldessignificant benefit by mitigating the magniiude of the near-term tott increases requifed to support an additional$1.27 billion ofdebt The ability to prepay the TIFIA loan without penaty prcvldes stgnifican y ftexibitrty in ternsof de- everaging the toll road and could polentially eliminate the need for additional toll rate rncreases aflet 25 ar30 yearc The secured TIFIA loan ls by farthe mosl cost-effective rneans oifedemlcredlt asststance.

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and Altocation ot TIFIA Creelit Assistance

UlfuFBldtfiPobtiod Fiscsl Year 2013 Applicstion

Amounrof naAcrcd tAsnrbn.e rpeLentoqe ol Etrqrble.at tTOTALTITIA LOAN AMOUNT

s,633,930,3s3

monitorjng plan that will assure the DOT ofrhe applicantt abiliry to deliver rhe project as planned, fulfill all prcjectcommltmeDts, dd ensure compliance witl all tenns ofthe credir agreement, including all apllicable regutations andprovisions of law. The plan should prcvide: (a) information on rhe roles and responsibitjlies of all entities wirhdcision making aurhorib lor the projecit (b) srarus reporing processes that docunent nor only the srarus bur changesand polential risksr and (c) coordination processes ihat provide for advance notificarion of polenrjal isues to altappropnate agencies and timely rcsolution.The Airpods Authority has prepared a draft Projecl lManagement plan (pMp) focusing on the procufement,Desig n and Con skuctron stages of Phase 2 of the prcrect wh ich is u nder review by the FiA.The PMP defrnes managemen{ responsibilities; roles of staff; and interactions among and between staff,consutanis, and other agencies and organjzations. lt also speciftes the general procedures and managementtools ihat will be used to enslre effective prcject control and successful project completion. In the pMp, themanagement approach ior Phase 2 addresses ihe project delivefy strategy, organization and managemenistruclLrre, assignrtent of responsibilities between the Airpods Authoriiy and Coniractors and the deegation ofm_a.nagement and financial authority. The Pt\,4P, the associaied ptans, and the prolect Management procedureswill be updated as Phase 2 progresses and reaches key schedule mirestones, and the pToject team will conlinueto use these documenls as tools to manage and construct phase 2.The fo lowlng goals and princip es guided deveiopment ofthe pt\,4p:. Establishment and maintenance of a single authority wiih overa respons b liiy for completion of designcoordination with other agencles, and control of the Contractors to ensure a qualitv Droduci is delivered onscledJ e ard wll n budget In as sa.e a nalne as possibte. lntegration of the Airports Authorrty and the Project Management Support Services (ptVtSS) staff io form themost effective and efficient management tearn,. Assurance that the lechnical scope and schedtlle are sufficiently deflned io avoid unnecessary changes;

7. Project Managenent and Compliance Nlonitoring Plan. Provide a comprehensive proiecr management and

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U5oePdffi'dr,up.1.fu Fiscal Year 2013 Application. Thorough review and consiant updatjng of dsks and uncertainties io the program for 'scope cfeep,'schedule slippage, and cost increases; aggtessive risk assessment and change managemenl afeparamount to success:. Effeciive communicalion with affected communilies and agencies to ensure minimal impact to the exjstjnglocal transportation network and the local commercial economy, while addressing concerns voiced by thecommunrty:. Transparency regarding ihe procedures whereby the Conhactors compleie the wo|k and accounts forprogrcsslon through the llfe ofthe contract;' Ongoing compliance with Federal Trarsit Administralion (FTA) Projeci lvlanagement Oversight requirementsand best praciices as mandated by ihe US Department of Transportation (USDOT) l,,temo|andum ofAgrcement ([4OA), dated December 30, 2011;. Integlation between the Aimorts Authority's Project team, W|\,4ATA and local ju risd ictions to achieve effeciiveand effrcienl design and construclion of Phase 2 in preparation fof final transfer to WMATA for operationsand maintenance:. Ongoing management and control of schedule, costs, risks and changes; and. Lessons learned from development of Phase 1 and indusiry best practces.Version 1.1 ofthe PIVIP was subrniited to the FTA for revew n January 20l4 and a copy is available on Lvelnkand the enclosed thumb drve8. Maintenanc. and Operations. Descdbc ihe maintenance andoperatiors plar for the project.WIVIATA and its jurisdiction Compact members wili be responsible for funding and managing the operation andmaintenance of lhe Pfojecl upon completion of the construction of each of the hvo phases and WIIATA'Sacceptance of each phase into the Metrorail Svstem.Jufisdictions incllded in the WI\IATA Compact are the District of Columbia, the cilies of Alexandria, FaiLsChurch, and Faidax and the counties of Arlington, Fatdax, and Loudoun in Virginia, and t\Iontgomery andPrince George's in l\Iaryland. Any operating subsldies that may be required for the prolect wilt be allocatedamong WMATA'S rnernbers ustng established and approved formulas. This operating funding mechanism hasbeen used successfuly for over 30 years.SECTION C: Satislaction of Oligibility RqtriremntsThis seclion allows the applicant to describe the exlent to which the prcjeci satisfies the eligibility requifements specifiedunder 23 U S.C. 602(a). The apph.ant shoull proride relewnt quantitatire o, quatitatiee .tdtn to suppott its asse ionsand to.iusnh the beneJits to he de,ilred ron TI FIA .lssistdnce in slrtitjins these rcquircmen^ a d idtint:ins theproposed prcjeci The list below should be included in rhe applicalion packet with responses and srpporing .locumentsattrched and numbered to corespond to lhe relcvani irem. Total narative suppofiing Section C should nor exceed 20pages, excluding the three exhibils.I Creditworthiness. Describethe credirBorhiness oflhe project as noted below.a) Detail the projecfs abiliry 1o satist applicable credilwofthine$ slandards. provide info nation to suppoft thproject's creditwothiness, such ar: the project's market posirion; ihe history oluseFbased rpaymenrs for otherobligationsr the economic outlook for relaled commercei qualifications of the projecr reaq proposed riskmitigaiion stategies. etc. The applicant may refer 10 orherpo.tions ofhs appUcarion. as applicabte.The Airports Auihorliy's TIFIA loan will be secured by net ioll revenles generated by the DTR and will be


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Fiscsl Year 2013 Applicationsubordinate to approxirnaiely $1.3 biilion of outstanding tott revenue bonds ihat have investment grade creditratings. The pfoposed DTR TIFIA loan wjll be ajunior (fourth) lien obljgation with invesiment grade credit ratingsfrom two nalionally recognized rating agencies. The preliminary rating opinion letier from Standard & poofs,ncluded as Exhibit lV, conialns an indicative rating of BBB- for the proposed junior-len TtFtA toan.

The Airpofis Authorily's ability to secure skong credit raiings on the outstanding DTR revenue bonds and theindicative investment gfade rating for the prcposed lunior lien TIFIA loan reflects several credit strengths,inc uding:. The DTR is in its 3oih year of operation. ll provrdes access to well-estabLrshed and gfowng acttvty centersin the Northern Vlrgina region such as Tysons Corner, the Reston-Herndon area, and eastern LoudounCounty.. In 2013, the DTR generated over $127 million in gross toll revenue. TheTe were nearly 99 mlllon tolltransactions with significant traffic volumes ln both direcUons during the peak holrrs. Over 81% of the tollrevenue in 2013 was coilected via electronic tollcollection (E-ZPass).. Since assuming responsibilily for operating the DTR in 2008, the Board of the Airports Authority hasapploved and implemented five toll rate increases. The impaci of the toll increases on gross toll revenueand the number of toll transactions has been consisteni with initiat pOections.. The Almods Authorily has ihe exclusive righl to establish and collect tolls on the DTR; no other approvalsare needed. The Comprehensive Traffic and Revenue Siudy for the DTR assumes the nexi DTR tollincrease will be irn plemented in 201 9 w th addlUon al increases every iour or five years t hereafter p rojectedtoll rates are significanliy below the estimated theoreticat revenue maximization po nt.. Approx mately $ 1.115 billlon of the 92.788 billion of Project costs alocated to the DTR has already beenfunded. Priortoclo6ingtheproposed$1.277blllionDTRTIFIAloan the Airports Authority wrll issue SecondSenior Lien DTR Revenue Refunding Bonds io fetlre inierim financing issued to fund the rernainingoblrgation No additional long-term DTR debf is expected io be issued for the pfoiect after the TtFtA loancloses. Ongorng DTR renewal and replacement expenses and ihe cost of major capjia improvemenis wilbe tunded from reserves.. Repayment of the proposed DTR TIFIA loan is not contingent on competion of the Ral project, butsrgnificant resources have been devoted to ensure that construction is compleled within budgei and onschedule As discussed in more detail in response to Section D10 of this app icalion, the Risk andConlingency lvlanagement Plan deveJoped by the Airpofts Authority has been accepted by FTA.Deiails on the past and projected pedormance of the DTR are avaitable in the Dulles Tol Road Traffic andRevenue Study, which is briefly described ln Section D6, presented in Exhibit Vlll, and avatlabie on bothLivelink and the enclosed ihumb drive.

b) Desffibe the rate covenant, if appUcable. Provide a cop) of cxjslin8 financing documenrs, such as a aust'ndennre agfeement, including any raring a8enc],credir reporrs, for olher creditoB ofihe project or a rerm sheerindicating the proposed fearures ofthe aDdcipated financing documents. as Exhibil IIL The informalion $ouldindicate the Federal credir instrument's starus in.elation ro pledged securiiy. coverage, aDd treatneDt under a.addjtional bonds test. Appiicants should be aware rhat when prior financing bascd on rhe p.oposed TIFIA securityis already in place difficuft inter-crcditor issuer often arise in rhe negoliation ofrhe TIFIA credir instrunent.

The A rpods Authority has covenanied in the Master Indenture thai it wi I establlsh. charqe and co teci Tols fortraveling on the DTR at fales sufficient to pay Operatron and IMarntenance Expenses an; p|oduce NetRevenues n any Fiscal Year, and in each Fiscal Year thereafter thal afe al least:Page 11


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lsDpilrffi d rnE+.rai6 Fiscnl Yeff 2013 Applicntion

200% ofthe lt4axlmum Annual Debt Servjce with respect of allOutslanding Firsl Seniof Lien Bonds;135% ofthe Annual Debt Service with respect to allOutstanding Firsi Senior Lien bonds and allOutslanding Second Senior Lien Bonds for such FiscalYear;120% ofthe AnnualDebt Setuice with respeci to allOuistanding First Senior Lien Bonds allOutstanding Second Senior Lien Bonds and all Outstandlng Subordinate Lien Bonds fof slch Fisca100% ofthe AnnualDebt Service with respect to al Outstanding Bonds and allother obligatrons oftheAirports Authoriiy secured by Toll Road Revenues for such F:scal Yeaf.

The Ahpods Authority is prepared to adopt a Supplemental Indeniure ihat will amend the pfovlsions of clause(iii) of the Rate Covenant above to include 120% of ihe Annual Debt Service with respeci lo all Outstanding FirstSenior Lien Bonds, ailOuistanding Second Senior Lien Bonds a I Oulsianding Subordlnate L en Bonds and a IOutslanding Juniof Lien Bonds, including the TIFIA BondsIn addition the Aircorts Authority will agree to calcu ate the Rate Covenant ior purposes of compliance wrih iheTIFIA Loan Agrcement wiihoul taking into considerallon funds transferfed from any Debt Service Reserve Fund.the Renewal and Replacement Reserve Fund, ihe Dulles Corridor Enterprise Reserve and Toll RateStabillzation Fund, the Capital lmprovements Fund, the Metrorai Project Fund, the Latent Defects ReseryeFund, the Transrt Ope|alions Fund orihe Remaining Toll Road Revenue FundA Draft Tem Sheet based on the TIFIA Loan Term Sheet Sample Template ts provlded as Exhibit lX-A. Asummary matrix wllh other potential business terms to be included in a TIFIA Loan Agreement is provided asExhibit lX-8.In connecton with its preparation ofan annua budget for each Fiscal Year In whtch any series ot bonds areoutstand ng, the Airporis Authority wrll prepare a statemenf concluding whether or not Toll Road Revenues forthe current and imnrediately succeeding Fiscal Year will be sufficient to compty with the Rate Covenant.lf the adopted annual budget shows that Toll Road Revenues are inadequate to meet the Rate Covenant or theaudited financial repod prepared by the Airporls Authorlty with regard to DTR shows that the Rale Covenantwas nol eatsfied fof a Fisca Year, then the Alrpoirs Authorty is required within 30 days 10 engage a Toll RoadConsultant to conduct a study and that Consultant, wlihin 60 days, must provide a Report recommendingameliorative actions to pfovide sufficient Toll Road Revenues to rneet the Rate Covenant.No atef than 60 days after receiving the Report, ihe Airports Auihority must lake the acUons recommenoeo oythe Toll Road Consuliant. Failure to conrply with the Rate Covenant does not constiiuie an Event of Default ifthe Airpods Authority engages the Toll Road Consuttant and takes the acttons it recornrnends, or if the TollRoad Consultant provides a wfltten opinion siating that the actions required to be taken to produce sufficient TolRoad Revenues to meel the Rate Covenant are impracticable at ihat iime. However, failufe to comply with theRate Covenant for a period of 36 consecutive months shall in all events constitule an Eveni of Default.lf any study concludes that fees and charges wtll not provide sufficient Tolt Road Revenues in each subsequentFiscal Year lo comply with ihe Rate Covenant, the Airports Authority shall use its best efforts to colect revenuesfrom other sources (excluding any reiated to aviation pueoses) that wll enable it io cornply with the RateCovenant.Reevant iinancing documents and rating agency reports are presented in Exhibit ltl.

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u'FFftddlncPdbiio4 Fiscsl Year 2013 Applicutionc) Demonst.ate thal adequate coverage requirenents are in piace to ensure repayment. Provide information

concerning the abilib/ ofthe appLicant (or any s;snifican public or pdvate padners that pledge to repay of providelirnding) to repay all borroued funds. inchding anl obligaiions to the FederalGovernne . Describ the enent towhich ihe pojecr includes securily features. such s a mle covenani md an addilional bo.ds test. to ensurerepayment of the Fedeml credil instrument.In addiijon to providing a Junior Lten Rate Covenant of 1.20x. ihe Airports Aulhofity will agfee to other securityfeatures in a Supplernental Indenture or the TIF|A Loan Agreement to ensure repayment of the TIFIA LoanExamples include:TIFIA Debt SeNice Reseve Fund Deposits wilt be made to a TIFIA Deb{ SeNice Reserve Fund during thePhase 2 construction period from nei toll revenue available aiter required deposits to the Junior Lien Bond Fund.The reserve fund fequ rement of 10% of ihe outstanding pdncipal amount of the TIFIA Loan must be met prior tothe ear ier of Substaniial Completion of Phase 2 orthe first TiFIA debt service payrnent.TIFIA Prepavments from Reserves After Substantial Completion of Phase 2 of the Project, amounts jn theDu les Corridof Enterprlse (DCE) Reserve and Toll Rate Stabilizatron Fund w ll be used 10 pay intercst or toprepay principal on the TIFIA Loan subject to certaln conditions io be defined in the TIFIA Loan Agreement.TIFIA Spinoino Lien. The Airports Auihority is a municipal entity that does not have legal authorriy under itsenabl ng iegislaiion or other applicable law to file for bankruptcy. Neveftheless the TIFIA Loan Agreemeni andihe Supplemental Indeniure will provide that upon the occufience of a Bankruptcy Related Event (as defrned inihe DTR l\,'laster Indenture) the TIFIA Bonds wit be secufed on a padty with ihe First Senior Lien Bonds, soong as any Frrst Senior Lien Bonds are outstanding, and, thercafter, as Second Senor Len Bonds. TheArrporls Authority will also agfee to fund deficiencies in the TtFIA Debt Service Reserve Fund pari passu wththe obllgations of the Airports Authority to fund deficiencies in the First Senlor Lten Debi Service Reserve Fundorthe Second Senior Lien Debt Seruice Reserve Fund as aDDlicableAdditional deiail on the anticipated TIFIA Loan ierms is provided in ihe Draft Tem Sheet provided as Exhibit tX-A and the summary mairix of potential business terms to be included in a TIFIA Loan Agreemert provided asExhibit lX-8.

d) Bovlde ore pfelintuary raring op;nion lefter wirh an in\stnent grade raring on senior debt and a rating on theTIFIA dbt. as Exlibit Iv. This letter is a condilional credit assessment fiom a nationally recognized starisricalratirg organization (NRSRO) that must indicale the potential for the senior debt obligations tundhg lhe project 10ach'eve an inveslmenl gnde rating and also must provide a rating or the TIFIA credit instrumenr (The senior debrhas a lien senior to fiat ofthe TIFIA credft jnstrumenl on ihe ptedged security; ifthe.e are no debt obljgationssemor to the TIFIA credit ins[unert, then the'IIIIA credil instrument itselfmusi be shown 10 have rhe potentialto obtain an investmenl grade raling). This preliminary assessment by rhe nting asencies wi be bared on thetinancing siructure pmposed by the applicanr. The lettef should prolide a pretimjnary raring assessnenr ofthefinancial srensih of the overall project and the defauh isk (i e., $irhour regard to recovertr porential) of therequested TiFIA instrument. This includes a dehonsrrared capacity to repay the federat ctedll assistance as wetlas a determination ihat the project has appropriale securlli, features_ such as prope. corerage ratios rare covnantsand resenes as appllcable.The rating opinion leners should not rcflect the use of bond insurance or other credit enhancemenr ihat does nolalso secure th TIFIA ;nsltument. The assessurenl ofthe senior obLigationJ investment grade poreniial and theTIFIA insrrumenl: default risk should be based on the uDderlyins rarings of debt obligations and the prcjec|sfundamentals. The DOT will not consider applicaijons uithout such tetiers.


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Fkcsl Year 2013 ApplicationNote that Section D ofthis apllication requesls a financial plan; information funished under thls item mav be crcss-referenced to materials prcvided in SectionD. and tu all nrstmces 1nusl be consistenl wllh those materials

As noted above, the Aiports Authority has received investment grade ratings on the ouistanding DTR bondsssued in 2009 and 2010, and will obtain the necessary ratings on the proposed TIFIA loan and any addlllonalpfoject debi to be issued. The required preliminary rating opinion letter is attached as Exhibit lV.2. Foster Partnerchips that Attract Public and Privafe Investment to the Prcject. Desffibe the enent to which rheproject fosters lnnovatile public-pdvate partnerships and attracts debt and/or equiry inlesment from pdvate capital.Ideniiry privatc paftners and provide evidcncc ofcolnmilmenls, joint venture agreements, lerse, or other supportmg

documents for the public-priaatc parlnerships as Exhibir V. 1\lso, describe the extent to u'hicl the project's debtrepayment depends on user charges.The OCIVIP is unusua for a transt proiect in that most of ihe capital cost will be funded from user fees orbeneficiary charges. Approximately $2 8 billion (49 percent of ihe total project baseline cosi) will be financedthrough DTR oblgaiions, including $1.4 b:Llion in revenue bonds prJlchased by pivate investors. Anothef $930million is expected to be generated by commerciatand ndustral property owners through specal lax districtsfonned n Fairfax County Loudoun County fofecasts generating $577 million through its planned specal servicetax districts, which wll include commercial and residenlial units The tax districts Iepresenl an innovative way tofoster private partic pation in transit projects by monetizing the expected deve opmeni benefiis. In addition, theAifpoa(s Authority anticipates util;zing revenues derived from the operatons ofthe Airpoi(s to fund approx matey$233 m llion of Project lmprovements Together. direct users oflhe DTR and the beneficiaries of the Project inthe specialtax districts willcontribute $4.3 billion, or about 75 percent, ofihe total capita fund ng.It is also important to note that private sector resources are being leveraged through a design-bu ld projectde ivefy apprcach that shlfts srgnificant development risks to lhe contraciing team. The Airports Auihodty hasused the deslgn bu ld approach ln Phase 1, has executed a design-build contract for the major po(ion of thePhase 2 constructron, and anticipates using a similar appfoach fot other components of Phase 2. The design-build pfocufement approach for Phase 2 was largely chosen to yield the highest possible level of competition bythe most qualified teams thai can submit technicai plans with the greatesi chances ol successful compleiion.Additionally, Fair{ax Co nty wofked wth a private development team to fund the Wiehle-Reston East StatlonParking Garage, which includes 2,300 publlc parking spaces, 10 bus bays,46 kiss-and-ride spaces andanciilary fac lities. The Wiehle Avenue station is located at the ierminus of Phase 2 of the Silver Line extensionAnnual ground rents paid bythe deveoper ofihe site are expected io increase from $0.967 million n 2015 toapproximately $2.9 m llion no later than 2020 Fairfax and Loudoun CoLrnties may pursue sirnllar publlc-prlvatepartnerships to fund the Phase 2 parking garages, (The Couniies and the Airpofts Autho ty have agreed not toinclude the estimated cost of the Phase 2 parking gafages in the capital cost budgei used for the purpose ofsizing ihe TIFIA credit assistance forihe Project.)3. Enablc the Prcjectto P.oceed at an E rlier Date or with RdDced Lifecycle Cosfs. Eslimate and cxpiain the effeclofTiFIA assistance on th project's starr and completion dates. the exlenL to whicl TIFIA assistance would help the

project to proceed at an earlier date than would otheMise be possible. and any effects ofan accelerated projecl lineline(eg, reduced costs or increased benefits). Documenl how applicant has been unabie to obtain crcdil assislarce liomprivate sources on reasonable tenns. Demonslrate the costs of tadltlonal financing would constrain theif abilit, lodeliver the projecl, or lhat deiivcry ofthis projecr througl traditional financing approaches rvould consrain their abili9lo deliver additional componenls of lheir capital prograns.TIFIA credii assisiance will expedlte completron of the Prolect by rcducing financing uncertainty and intercstexpense By utilizlng TIFIA'S cash flow subordinaUon and flexible payment features, the local funding partnerscan levefage DTR revenues and specallax disirict revenues n a more efficient and cost-effective way. TIFIAcrcdit assistance will provide significant savings by elimlnating negative abitrage on bond proceeds during the

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Fiscal Year 2013 ApplicationconstrucUon period reducing potential intercst expense, and minimizing transaction costs. In addition, the abiltyio prepay TIFIA ass stance without limiiation or expense would provide beneficial flexibility in financingsubsequent extensions and imorovements.

4. Reduce the Contribution ofFederal Grant -{ssistance for the Proiect. Estimate and explain how TIFLq assistancewould reduce the project's nccd for FederaL srant assistance. IMicate the percertase ofthe tobl project costs thar willbe tunded by Federal $ants. Fedenl crcdit a$istance. and olher souces.TIFIA cfedit ass stance wil enable the loca funding pariners to complete the Project wrthout fesorting to anyadditional federal grants by increasing the amount of capital funding that can be raised through nonjederaresources including the DTR. under the plan oi finance about 75 percenl of the Project's capltal cosi wil befunded from usef fees oT beneficiary charges collected by special tax distrcts. The total federal grantcontribution of $975 m llon ($900 million through the FFGA that was executed in March 2009 and $75 million offedera Sudace Transpofiation Program funding contributed by the Commonwealth of Virglnia for Phase 1)fepresenis only 17 perceni of the $5.7 billion estimaied total Projeci cost. No federa grant assislance iscurently aniicipated to heip fund the cost oi Phase 2.5. Environncntal Reriew. Prolidc a draft Environnenlal lmpact Statement and Record ofDecision unless the projeclhas rccei\d Categorical Exclusion or Findins ofNo Sisnificant lmpact tu comeclion qith the prciect's compliance

' ith the National Environnental Policy Act (NEPA). Provide a ilmeline that illuslrates the estimated start andcompletion dates for each major phase or milstone ofrhe environmental reliew documenlation and a brief summaryof how the proiecl intends to rcach a final asency decision, includin-s (if necessary) a Record of Decision prior 1lrfinancjalclose. Please noie the DOT iviLl nol obllgate tu|ds for a projeci until the projecl has done so.An Amended Record of Decision was issued on Novembef 17,2006, fof the entlre 231-mile Pfoject.Subsequently, additional environmental work associated with the modification of the slation desgn andalignment at Dules International Airport, ncluding an agreement with the Virginia Department of HisioricResources, was compleied ln October 2012On December 17,2A12 the FTA issued a Finding of No Signlflcant lmpact (FONSI), confming Phase 2confolms to NEPA and the Hlstoric Preservation Requirements. On January 8, 2013, the FAA issued aFONS|/Record of Decision.6. Permits ,tnd Approvals. List all major perm its and approvals necessary for construction of the proj ect and the date. orprojecled date. ofthe appLicanl\ rcceipi of such pernits and approvals. The list should inchrde permils and approvalsrequired under local, rcsional. state, and Federal laws and regulations. In paticular, indicaie when ourstandingapprorals by siate or local sovernmenl entiiies are expecled. Copies ofnajor pennits and approvals will be requiredupon executio ofa credil agreemeDt ihh the DOT.The Airports Authority has developed a Permit Management Plan thal describes straiegies and actions iorobtaining other necessary permits fof Phase 2 of the Project. Permilting wi I be a cont nuous process during thelife of the Project.The Airports Authority as ihe Project Sponsor, s responsible for ensurlng that necessary permits and approvalsale obtained. Most pemits wil be part of the Design-Build Contractois scope of work, but selectedenvironmental pemits and ocal land use approvals wili be obta ned separately by the Airpofts AuthorityPermits needed for selected uliity relocatons will be obtained by the A rports Auihority, utilty relocation fnaldesigne(s), contractorc, and utility companies. During Design-Build, the Design-Build Contractor is responsib efor final design and construcUon and, as such, wi I be responslble for managing the perrnit pfocess at that tlme.

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UsFFttr|dlnfup.'bdoi Fiscal Year 2013 ApplicalionThe current version of the Pemit lvlanagement Plan (dated August 2013) is available for review on Livellnk andthe enclosed thumb drive, as are copies of major permits and approvals issued for Phase 2 ofthe Project. A listof lhese pemits and approvals is presenled beLow (rcceived as of January 20T4)National Environmental Policy Act (NEPA). Fedefal TransitAdminstration (FTA) Approvalso Amended Record of Dec sion (ROD), dated November2006o Findlng of No Significant lmpact (FONSI) - Phase 2 daied December 20'12. Federa Aviaiion Administration (FAA) Approvalso ROD, dated July 2005o FONSi - Phase 2, daied January 2013Section 106 ofthe National Historic Preservation Act. lMemorandum ofAgreement (MOA) between FTA. Virginia State Hisioric Preservation Office (SHPO) and theVirginia Depadment of Rail and Public Transportation, dated October 2004. Revised MOA between FTA FAA, SHPO, and the Airports Authoity, dated Septenrber 2012Coastal Zone Management Act Consistency Certification (VDEQ). Federa Consistency Detennination, dated Octobet 27,20A4.. Fedefa Consistency Detennination Update, daied AprilT, 2006.. Federa Consistency Determination Update, dated June 25, 2013.Federal Aviation Administration (FAA) Approvals. Airspace Analysis Approval, daied February 1 2013. Airport Layout Plan Revision, dated December20, 2013Water Resources Permits. U.S. Army Corps of Engineerc Section 404 Indiuidual Petmil# 2UA-2277, dated June 15, 201 1. Virginia Department of Environmental Quallty (VDEQ) Virginia Water Protection Individual Permit (401 WaterQualty Cert fication) - Permit 11-0193, dated June 10, 2011.. Virginia Marine Resources Commisston (VMRC) Pemit for Conshuction in Virginia Tidal Wetlands andSubaqueous Boitomland6 - Permit #11-0193, dated Novembef'16 2011

7. Transpoftation Planning add Programning Process Approvals. Provide a bfief summar_ as well as cenificationihat the projed is included in both ihe long-range aansporlation plan and ihe approved State Transportarioni'nprovement Prcsrms (STIP) of each state affecred b) the project. Describe holr the prcjool satisfies plannins andprosramming requnements of 1134 ("MetropollLan Planning") and S 135 ("Statewide Plannins") undef 23 U.S.C. Forprolects in metopolitan areas. descibe hos'the project is or car be included in ihe meropolitu iranspoftation plan.The Projeci is inc uded in the 2012 Approved Constrained Long-Range Plan and the Appfoved FY2Afi-Fy7jjeTransportation lmprovernenl Program adopted by the lL4etropolltan Washrngton Councll of Governments(IVIWCOG) Transpodation Planning Board.The Project is also included in the Commonwealth's approved Statewide Transpodalion lmprovement Progmfor TY20lJ-2018.

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Fiscal Year 2013 Applicstion8. Construction Contracting Process Readiness. Briefly describe ho'v rhe pmject is lrepared to proceed whh rheconstuciion contracting process wilhin 90 days ofexecuting the TIFIA credit instfument.Construction for Phase 1 ofthe Project currently is expecled to be sLrbstantially complete by [,4ay 2014.The construction coniracting prooess for most of Phase 2 rs complete. ln July 2012 the Alrports Authorityissued a Request for Qualifications Information (RFQI) to sollcit qualifications statements from potential biddersfor'packageA" of Phase 2, which lncludes the consiruction of six [Iehorail stations 11.4 miles of track andgurdeways, and vafious wayside facilities such as ttacUon power substations A Request for Pfoposals seek ngbolh technical and p ce proposals was issued to five short-lisied teams in Oclobef 2012 The Package Adesign-build contract, whlch is worth nearly $1.2 billion of the total Phase 2 work, was awarded on IVIay 14,2013, and the Notice 10 Proceed was given in July 2013The RFQI for the second major design-build contact ("Package B' Rail Yard and N,,lainienance Faciity) wasissued on November 12, 2013. Fouf leams were shortlisted on February 5, 2014, and invted to respond io aRequest for Proposals. The Package B design buid contad, estimated to cost between g260 millon and 9280mil ion will be awarded to the qualified Offefor that meets the RFP's technical requirements and has the lowestprice. This coniract is expected to be awafded in June 2014.9. P.oject Schedule. Prcvide a rimeiine that lllustrales the estimated siarr and completion dates for each najor phase ornilesione ofplojecr development, construction and/or acquisiiion, including, for example: nla.jor investment srudy.Federal transpotarion planning requirenenrs. prelininar_v engineering and environmental docunentation, final design,ighrof-way acquisition, consnuction- and vehicle acquisition. Indicate the appiicanl's cunent sratus on this timeline.The table below surnmarizes key milestones in ihe overall project development schedule:July 2004:lvlay 2008:June 2008:l\4arch 2009:Decernber 2009:December 201'l:Febtuaty 2012:July 2412:October 2012January 2413:May 2013July 2013:October 2013March 2A14-.May 2014'June 2AA-.July 2414-.July 2018:'

Commenced EngineeringComfienced Final Design for Phase 1Commenced Utrlity Relocation for Phase 1FFGAApproved for Phase 1; NTP issued to Phase 1 Design-8uild ContractorCommenced Phase 2 Prcliminary Engineering|VIOA with Local Funding Pa.tners, USDOT. Virginia and WMATA approved forcompletion of the ProjectCompleled Phase 2 Preliminary EngineeringInitiated Design-Build Procurement for Phase 2 - Package ASubmitted TIFIA Letlef of lnierestCompleted additional Envrronmental Review and ApprovalsAwarded Phase 2 Prirnary Design-Build Coniract (Package A)lssued NTP to Phase 2 Pnmary Design-Build Contracior (Package A)Initiaied Design-Build Procurement for Phase 2 - Package BSubmit TIFIA Loan ApplcationPhase 1 Substantial CompletionFinancial Close for TIFIA Loanlssue NTP to Design-Build Contractor for Yard/S hop (Package B)Phase 2 Substantial Completion

December 2018:" Phase 2 Revenue SeNice to RoLlte 772 Station Begins (WltlATA)" Denotes curenU'/-eslinated date

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UIFB*n'd{neEDo'bid^rrAcreditprosnm Fiscal year 20lJ ApplicationSICTION D: Finnncial PlanThc tbllowins ilems conccrn the projec|s trpdated financial pto_ incorporaring prctinindy feedback fron the DOT inconnection with the Lettef of lnterest. This section requesrs Darrarive infomarion and four exhibils. Note: Fot thepurposes ofthk apptication, lrppti.ants shoaLtpropose u singleJindncins structurc, rcprcsenting the scenaio.teemed tohav the srcate Akefihood of occuning. It/hite the DOT wirt eyotu.tte ttrc ptuposet finan.ial ptan, the DOI' s?k.tionof the prcjed fot TIFIA assistance does not impt that the DOT has npprcvetl the prcposed rtnancidti the DOT hareqaite modiJintion\ to thp linanLiat plan tfie, sata.tion and hafo,e cxccrtion of the cNdit asrcemeht Fol theJinanci$l pL'n, anr combindtion of the thrce 4:pe, of crc it .jssistu ce o|foe.t ando TIFIA mat be use. , proritjetl thatthe total TIFIA .rcdit amount is capped ut 33 poce t of eligibte pntject costs.fot toan gutt\ntees und line, .t .,edits.In cerraik cilcumstan.es, ptujects ,equesting a dit.ct toan na 'be etigibte for oe.tit assista ce t) to 49 percent oJeligible prcject costt, The DOT ma ask apptidrnts to dettetop attematire scennios, as ecessiry.Ihe flnancial plan should be prepared in accodaoce Nith fcognized financial reloding sruddds such as rhe ,.cuide lbrProspecrive Financial Illtbr ation" of rhe Americar In tllie of Cerrified pubtic Accotrnrants (AICPA). The narrarivedescdptions for the financial projcctions should include the sources ofinformation fof the forecasls and the merhodoiosyLrsed for developins the forecxsts as xell as descfibe any changes to the prcjecr and financial projecrions sjnce thesubmission ofthe Letter oflnterest. The discussion should also ideniil wh ether $ere has been ant independent vaLidationofthe lb.ecans or sensitivhy testing. Anv documenration thar provides rhe basis for the projected costsirevenues (Eg.,revenue studies, feasibilitt studies, economic forecasrs) should be included as alnchmems to ihe pjan.The list below should be included in fie applicarjon packcr wtrh rcsponses afiached and numbered to cofiespond to therelevdl jtem. Ile s l, 2, and 3 below musr also be Drolided on a CD in a spreadsheer forrnat. The DOT musi be able toreliew and adjust the assunptions;n these files; i. pDFur 'ratues,copreiofrhesprcad,heerarenoracceprable. Tolalnarative supponing Sedion D should rot exceed 20 pages. Th prc forma(s) and supporthg documenrarion requestedunder jtems 4, 6. and 7 (Exhibirs Vll, VlIl, and IX. respecrivell) do nol count tos,ard rhe page tinill. Estinrted Capiral Project Cost.a) Provide a deiailed capilal cost estinate for rhe proiect. Distinguish berween torat and ,eligibte prcjecr costs,' asdefined under TIFIA: and descfibe an] costs oractivities rhar nay nor be TTFlA-etigibte.

b) For TIFIA-e1igibte cosls. provide an acrivity breakdown. as appticabte. fori feasibili studies, preljmina0,engrneertug, environmcntal assessmcnt. righl-of+al-acquisirion, vehicle acquisilion, construction. construclionengineedns and inspection, prcject managemc r. conringencies. and caprrdtized financing cosls (includingreserues, capitalized interest, and capital isslLancc oosts for other pro.ject financing). Include oiher cost catesoriesar necessay.Note: All cosl esiimates *ould be expressed on a cash (year-of-expenditure) basis and shoutd jnclude a naralivedescdbirg assumptions used to d.ive al such csrimares.Theest maied tolal cost to deslgn and construct the Dutles cofidof letrorail prolect is g5.684 bi lion, exctudingthe County"Funded Elements (the Phase 2 parking garages). The capital cost for phase 1 is 92.906 blion,wh ch inc udes approximalely $201 nrrltton of related sudace transpodatton capiial impfovements that are TtFtA-eligibe The capiialcost estirnate for Phase 2 is $ 2 77a hi)liot.r.Reliability of the CapitalCosi Es/imalesThe Phase l capital cosi is the budget amount authorized by the Airports Authority Board. AsofJanuary3l,2014, a tola of $2.608 billion of capital costs has been expended on phase 1, apprcximate y 90 percent of thetotal budgetThe Phase 2 capital cost is based on 1OO% preliminary engineefng drawings and cost estlmates that werecompleted in l\,1arch 2012 and that have since been refined. A design-build delivery method wi be used for mostof the work to promote rnnovaUon, flexibilily, and dsk sharing

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rF,Ac,edi,prcs'n Fiscal year 2013 ApplicationThe p mary design-build conkact for phase 2 (package A) was awafded on lvlay 14,2013. Five pre qualifiedco nlractor teams competed for the contract that includes the consiruction of six l\,4etrora il stat ons. 1 1 .4 mjles oftrack and guideways, arld various waystde faciiiies such as traction power substations A team led by ClarkConsiructon Group and Kiewit Infrastruclure South Co. submitted the winning bid of g1.178 bilion, whi;h wasapproximately $14 m llion lower than the next towest bid submitted bv a te;m led bv Bechtei lnfrastructur_aCorporaton. the cortactor DUidtng phase 1The design-build procurement for Package B, which includes ihe constr ction of a Rail yard and IMaintenanceand Storage Facility at Dules Internationat Airport is underway. Four teams were short-tisted on February 5,2014, and lnvited to respond lo a Request fof proposals. The package B design-build contfact, estimated iocost befreen 9260 m on and 9280 mi ion wi be awarded to the quatiiied Offeror that meets the RFp,sleohnical requiremenls and has the lowest price. This contfaci is expected to be awarded in June 2014.T F IA- El g ible Proie ct CastsThe Rail Project baseline cost estimate used for the purpose of sizing the TIFIA credit assistance request is$5.684 bllion That amount is subject to the Local Funding Agreement among the loca funding padners thatspecfes each partner's required shafe of capitat funding for the project, exctuding the County-FundedElements. The construction of the phase 2 parking garages is being undertaken separaaev by Fairfax Countyand Loudoun CountvThis $5.684 billion baseline project cost estimate also does not include finance charges that have beenexcluded for the purpose of sizing the TIF|A request but which may be etigibte for federat reimbursements withoan Droceeds.Table 1 ln Seciion BO of th s applica|on provides a breakdown of the TIFIA eligib e cosis for each phase of ihePfojecl and the Phase 1 Relaied Capilal tmprovements using the Standard Colt Categories established by ihe

\,rurn Dde:|t.)u)atlUs&Fr,rEld'[email protected]

2 Provide thc total anount and lype of TIFIA nedii assislance requesred, including the percenlage ofrolal reasonablyanlicipared eligible prcject costs.The total amount of rlFlA assrstance requested for the projeci is 91,875,697,183 wh ch is 33 percent of the iotalTIFIA-eligible costs.The total TIFIA fequest rs aliocated among the localfunding partneF as follows:

1 ,277 ,349 ,782443,274,894Airports Authorlty (DTR):Faidax County:Loudoun County:Total TIFIA Credit Assistance $ 1,875,537,183

195.072.547

The local funding parinefs are seeking direct loans - lhe Fairfax Counly Loan the Loudoun County Loan, andihe Airporis Authority (DTR) Loan - 1o expedite comp etion and enhance the economjc impaci ofihe proiect.This application focuses on the $1.277 bllion Airports Auihoritv Loan / DTR Credit. which will be used tomonelize toll road revenues to hetp mitigate to rate Increase Fairfax County and Loudoun County aresubfi ting separate applicalions addressing their respeciive TIFIA loans for the project.

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0Fiscsl Year 2013 ArppIicstion

i. Summary Table: Sources and Uses ofFunds.a) Sources should include separare line items, as applicable, fbr Federal grants, srarc sranls. local gmnrs, privarernlestment (equity or debt)i any olher cont.ibutioDs, arket lalue of right-of-way dedications. bond proceeds(seneral obligation, revenue, and olhers). other bonowins (specilf), inveshenr ircone, rerenLres, and Federaicredil assistance proceeds. For cach line ilem. describe the sdus of Lhe source (...g. requested, commihed. andrcceired). Provide supponing documeniatjon io clidence the sratus olthese funds in Exhibil VI.b) ljser should include separate line items. as applicable. for feasibiliE sludies, preliminary engineerins, derign,envrronmerltal assessnreni and nitigation, right of-$,ay-acquisition, vclicle acquisilion. conslruction, conslrrdionengineering and inspection, insurance. project management. contingency funds, and capitaliTed financing costs(includins debt seNice reseFe tunds. capilalized inlerest. and capital issuance costs {br other projeci financing).Include other catcgories as necessary.

Note: Total sources and uses should be equal to one anothef and equal the estimaled tolai project cosls. All eslimatesshould bc expressed in )ear-of-expendilure dollars.Tab e 2 below shows the antrcipaied contributions flom each funding source, by phase and as a percentage oflhe curreni $5 684 billion "baseline cost estimate ihai is subject to the Local Funding Agfeement amorg thelocal partners. Table 3 shows the sarne information on an annual basis wtlh all eslimates in year of-expendituredolars. Fo lowing the iables, there rs a brref drscussion that highlights ihe curfent status of each fundlng source.Table 2: A ocation of Prciect Costs andT|FIA Crcclit Assishnce

(1) Phase2 PatkihgGatages are assuned ta be funded direcuy by the Caunnes12) Daes nat tnclude $1 50 nillion of Cannohwealth funds that \|ill be used ta pav tuebst an DuUes fa Raact evenue aanas.(3) Tatals nay not add up.lue lo rcundihgThe fedefa (FTA / New Stads) funding and the aontrbutions lrom the Commonwealth of Virgnia are fxedarnounts. Undef the Local Funding Agreement the contdbutions from Airports Authorty / Avation funds, FairfaxCounty, and Loudoun County are fixed perceniages of the total project base ine cosls, as shown Thecontribution from the Airpods Authofity / DTR funding is not limited by any agrcement or contract.

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SOURCES OF CAPITAL FUNDS

Comnonwealth of Virginia )

M/VAA (Aviation Funds)IVIWAA (Dulles Toll Road)TOTALSOURCES OF FUNDS 13]


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UjeFiFld's+q |ei Fiscal Vear 2013 ApplicutionTable 3: Annual Uses ancl Sources otFurds

Pase 2l


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Ul&Pdnhldrofieo4:hdn Fiscul Yeff 2013 ApplicstionUnder the Pemit and Operaiing Agreemenl (POA) fof the Dulles Tol Road, the Airports Authority is obl gated tofrnance and complete the Rall Project. DTR nei revenues wlll fund project costs remaining after taking intoaccount federa , siate and local contributions. lt s currently estimated that the DTR funds wlli compr se about 49percent of ihe Ra I Project baseline costs, of $2.788 billion (excluding the Phase 2 County-Funded E ements).The A ports Authoriiy has issued $1.3 billion of DTR revenue bonds thus far (in 2009 and 2010), of which $1 03billion has funded Rail Prolect cosis.Approximalely $1 723 billion of additional DTR debt must be issued to complete the funding fof the Rail Project.Assuming the requested TIFiA loan of $1 277 billion is approved, approximately $446 million of addltonalpublicly-offered toll road debt will have to be issued. The Airpofis Auihofity has selected J.P. l\Iorgan Secu tiesLLC to serve as book-runnrng senior manager for the iransaction and Loop Capilal Markels LLC as co-seniolmanager. The financing team has been wofking on the transaction documents and will be pfepared io price andclose the bonds in late l\,lay or eady June 2014.Suppof(ing documentation fof the funding commitments ouilined above is provided as Exhibit Vl and inc udes:- LocalFunding Agreement among the local partners- l\,4emorandum of Agreemenl among the local partners as we I as DOT Virgin a, and WI,ATA- Full Funding Grant Agreement wiih FTA'. Loca Fundrng Agrcement with the Commonwealih of Virgrnia (regarding use of the $150 million in stategrant funding thai cunenty is planned to be used to help pay debt service costs during construction)4. Cash Flow Pro Forna. Attach the pro forma for the project as Exhibit VIl. The pro forma should irclude both astatemenl ofsources and uses and a proiection ofmonthly or quanerly cash lloFs during the construction period andannual cash flo\\.s rhereafter. All amounts should be expressed on a cash ('earof-expenditue) basis and shouldircl'rde a narative descfibing assumptions used 10 arive at such estinrares. The pro forma should include:a) Projecled calh flows ihrough such ti e as all project debt is repaid, including separate liDe items for each category

of revenue Guch as sales lax prcceeds, fares, roll rcoeipts) dd cxpe.diture (at a minimum. conslructioexpeDdirures. operations and mainlenance. contdburiors 10 reserves and capital replacenent funds, debt serlice,repa),ments ofrhe TIFIA credit insrrunrent, and repayme.i ofoiher bonowed i.nds as 'vell as equily dividends orproceeds (as applicable), ifany):b) Esrinated debt service coverase, separated into Federal, non-Federal (addressing, as applicable, senior andjuniorlien debt). and illusLraliDe projected combtued coverage, as applicablc;c) Amotization schedule for all prcject debl, separated into Federal, non-Federil (addressin-s, as apllicable. senior-andjunior-lien debo, and combined conponenrs; andd) Anricipated repayment schedule illusaating rhe disbuNenenr and rcpaymenr of the requesred TIFIA creditThe cash flows assumed in ihts finance plan are presented in Exhibil Vll. They are incorporated in iheaccomparyi'rg Ercel-baseo finalcal n ode.5. Strpplementary Narrative Information on Sources ofFunds; Other Borrowed Funds.a) Prcvide inlo nation on the other twes of borro$ ing. incldins the form of bonox'ing ( e g, q-pes of bonds to bejssued). rhe pledged securily lor such borrowing, its priority with respecr ro the secufily pledged to the TIFLA.instrument, detaih on sbucturing, rating assumplions, and anticipaled dming ofreceipt ofsuch funds. Informalion

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UiePffidndspodin Fiscal Year 2013 Applicationon anortization schedules, expecied inierest rates, and coverage calculatjons should be included in the cash flowpro fonna iequested undef iten D. (4). above.b) For bond issuarces, discuss the articipared t3x-starus ofthe bonds, x'hether an IRS of bond counsel opinion hasbeen sought, and conlingency plans in the e1nt that the tax-slatus differs frcm thaiwhich is anticipated-

Lonq-Term DTR Revenue Bonds Currentlv OutstandinqThe tota par amouni of Dulles Toll Road Revenue Bonds issued as of lMarch 1, 2014. is $1,305 906 518I Thetable below provides details on each se es of bonds that has been issued.

The paramount does not lnc ude approximatey $157 m onolaccreted va ue on outsiand ng capirat apprec ation bondsard convefibe capital apprecialon bonds. nierest on those secLrrities is not paid curentv lt accrcies frorn ihe date ofrssuance and is cornpounded sem annually on each Apr 1 and October 1 untit the maturity date or if applicabte, theconverson date, whercupon interesiwi be payable semi annualySeries 20T0C was authorized but not ssued.Bonds insured by Ass red Guamniy are ted 'AAr' (stabte ou{ook) by S&p and '42' (siabte ouiook) by t4oody s.

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The DTR Revenue Bonds are fixed rate secu ties. Approximately 62% of ihe outstanding debt rs tax-exemptand the remaining 38% was issued as iaxable Butld America Bonds. Debt issuance on the First Senior Lien isdelibeGtely modesi in amount. The Airpods Auihority has chosen to reserve future capacty on this lien fof totlroad improvemenis. The Second Senior Lien is the 'working tien" accounUng for 76% of the outstand ng deblThe remaining DTR Revenue Bonds required to comptete the funding of phase 2 (Series 2014) wit be issuedon this lien.

2009A 20098 2009c 2009n 2010A 2010B 2010D3/1212009 u/t212009 8/12/2009 8/12/2009 5/27l2010 5127t2.01,0 5127t2010

$198.000,000 $207.056.6u9 $158.23.1,960 $400.000.000 si4.8ll.2t9 $13?.801.650 $150.000.000

s198,000.000 5259,651,081 s2t1,74{,259 $100,000,000 S70.04?..171 $t 75.296,177 $rs0,000,000

,\2 Bal Badl Bul Baal Baal BaazBBB+ BBB+ BBB+ BBB' BBB+ BBB

$133.266,4:15


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Short-Term Notes and LoansCommercial Paoer Notes. As of lMarchRoad Second Senior Lien Commercialdraw undef the progfam.

1, 2014, the Airports Authority hasPaper Notes, Series One. There

issued the $300 mi|on of Dules Tollis no additional capacily available to

Fiscal Yenr 2013 Application

August 1,2011 August 11,2414FFGA Noies On December'17, 2012, the Airports Authodty lssLred $200 million of fixed rate noles secured bythe rernain ng Fedel funding anlicipated lo be received pursuant to a Full Funding Grani Agreement (FFGA)with ihe Federa Transit Admlnistralion for Phase 1 ofthe Rall Project

Commercial Paper Series One Up ta $304 Mi ion

FFGA A/otes, Se,es2012 2.16% Bank af America December 1, December 1,2412 201620A MilionDTR Subordrnate Lien Revenue Notes. On November 22, 2013, the Airports Authodiy sold $150 million olDulles Toll Road Subordinaie Ljen Revenue Notes, Series 2013. The Notes beaa interesl at a fluctuating teper annum equalto the SIFN4A Rate plus 0.24 percent. An additional $150 million has been authorized but not

DTR SubaKlinate Lien Revemre A/otes,Series 2013 November 22, Navember 19,2013 2014Up ta $404 Chase BankFuture Lono-Term BorrowinoPrlor to closing ihe proposed $1 277 bilion DTR TIFIA toan, the Airports Authority wi issue approx matey $446milion of Second Senior Lien DTR Revenue Refunding Bonds to retire interjm financing issued to fund theremaining obligationNo additional longlerm DTR debi is expected to be rssued for the Proiect affer the TIFIA loan ctoses and theDTR plan of frnance does not assume or rely upon any fuiure debt resiructuring. lf the Aieorts Authority doesissue additiona bonds, it must comply with all applicab e covenants The addliional debi cannot be tssued if itwould fesult in a dowrgrade of the TIFIA loan below Baa3/BBB- without DOT s consent.DOT conseni wll not be requhed for Completion Bonds even n the event of downgrade below Baa3/BBB-,which sha I be defined as addiiional debt issued exclusively to pay cosis necessary to complete ihe Prolect in anamount not to exceed $150 million.Written consent of DOT will be required for any addiUona debt related to Special Pfoject Bonds and AdditionalProjects. Wrtten consent willalso be required for the ea y retirement or a refinancing ofthe finatmaturity ofthe


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ul'FP'ftdd144o'D'bi )ttt: rilit ttxpndnn rax 11 ):i )a11Fiscul Year 201J Applicationexisting Series 2009A First Senior Lien debt that matLtres ln 2044Potential Phase 2 Interim FinancinqThe Airpods Authority s considering sec r ng short{erm inteim financing to reduce interest costs and provideaddiiional funding flexibiiity during construction of Phase 2 Three invesiment banking firms have been se ectedby the Airpods Authority Board selected to legotiate a potential TIF|A anticipation note l|ansaction. Acommercral paper pfogram is anothef option thai will be evaluated. The Airporis Aulhorlty understands th6tterms and conditions for any intedm financlng faciity are subject to the feview and approval of DOT. Anyinterim funding program wi I be restricted to funding TIF|A-eligible Poecl costs, the amount outsiand ng and thernteresi rate wilbe capped at ievels approved by DOT, and the program will be relired after SubstantialCompleiion.Relevanl flnancng documenls are presenled as Exhibit lll and are available on Livelink and the enctosedthumb drive (Tfusi Indenture, Commercial Papef documents, FFGA Notes documents, and rattng agency

6. Supplemeotary N*arrative on Reventre Source(s).a) Describe all revenue sources ro be used io rcpay proiect financin-q. Speciry rhc nature ofthe(dedicaled or not dedicaled), the expected rate(s), ihe base to whicl such rates lviu be applied (e g, relait sates,average daily traffic), projected revenues ilom each source, and proiected increases or decreases in such rcvenuesbJ Elaborale on exisling or anricipated pledges/claims on rcvenues and provide a briefsumnary ofall ciaims on theflow oftunds.c) Atlach documentation (e g., relenue studie\, reasibilit) srudies. farfic studres, and economjc torecastsl as ExhjbilVIII to prcvide the basis for projecled revenues and their respective articipated rates of change. If independentrcvenue prqections have not ler been obtained, state *hen such independent projeclions wj be completed and

identil_n the consultant engagedto perform re anal)rsis.Source of ReoavrnentThe DTR TIFIA Loan will be payable from, and secured by a ptedge of Toli Road Revenues (as defined be ow)that is subordinate io ihe pledge securing the Firci Senjor Lien Bonds, Second Senior Lien Bonds, andSubordinate Lien Bonds The A rcorts Authority has also pledged, iorthe benefit of all bon dhotders, amounts ondeposit from time 10 time in the Dulles Corridor Enteryrise Reserve and Tolt Raie Stabilization Fund and theAifpofts Authortys interest in the DTR permit and Operating Agreement.To I Road Revenues consist of:(a) Tolls collected on the Dulles Tol Road:(b) any interest income on, and any profit reatized from, the jnvestment of moneys in any Fund of Account tothe exlent that such income or profit ls not hansfefied to, or retained n the Revenue Fund or any BondFund, excluding any intefest lncome on, and any profit reaized from, the investment of moneys in theArbitrage Rebate Fund, the Renewal and Reptircement Reserve Fund, ihe Cap tat mprovements Fund, lheI\,4eiroil Project Fund, th Latent Defects Reserve Fund, ihe Transit Operations Fund and ihe RemainingToll Road Revenue Fund;(c) a I moneys released from any fund or account and transferred to the Revenue Fund;(d) all pfoceeds of insurance payable to or received by the Airpods Authority with respect to the Dutles To

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Us&Pdffilcl'tfupoidon Fiscal Year 2013 ApplicationRoad (whether by way of ciaims, return of premiums, ex gratia setiements or otherwlse), includingproceeds from business interruption nsurance and loss of advance profits insufance, but excludingproceeds of fire and oihef casualty insurance

(e) the proceeds of any condemnaiion awards with respect to the Dulles To I Road; and(f) al oth e r amounts dedved from or with fespect to the operation of the D u lles Toll Road.Tol Road Revenues do not include:. the proceeds ofany sale of land, buildings or equipment;, any Interest ncome on, and any profit realized from, the nves{ment of moneys in any fund or accouniiunded from the proceeds of Special Projeci Bonds;' any arnounts feceved by the Airports Authority from, or in connecton with, Special Prolects, unless suchamounts are specifically designaied as Toll Road Revenues by the Airports Authority;. subsidy payments thai are expecied to be received by the Aiports Autho ty from the federa governmentpursuanl to the pfovisions ofthe American Rdcovery and Reinvestment Aci of2009 and. any other amounts which are not deemed to be fevenues in accordance with generaly acceptedaccounting princtples or which are restrlcted as to iheir useIn no event shall Toll Road Revenues include any Alrpofts Authority assessments or revenue derived from ordedicated to operat or of tl-e A,.pots.The TIFIA Loan Agreemeni will provide that for purposes of the TIF|A Rate Covenani and Additionat BondsTest, funds iransferred from any Debt Service Reserve Account DCE Reserve and Toll Rate Stabi ization Fund,R&R Reserve Fund, Corridor Capital lmprovements Fund, lvletrcrait Captlat Projects & Latent ReseNe, EtjgibteTransii Operatons, or Remaining Toll Road Revenue Fund io the Revenue Fund shall noi be used in thecalc lation of Toll Road Revenue.Exrstrno Liens and Flow of FundsThe proposed TIFIA loan will be a junior (fourth) tren obligation wlh investment grade credii tings ffom hrvonat ona ly recognized rating agencres The preliminary rating opinion lelter from Standard & pools, included asExhibit IV. corrar'ls al iloicat ve .ati19 of BBB .or rl^e proposed JJlror-t,en TtFtA oanTGffic and Revenue StudiesA Comprehensive Traffrc and Revenue Siudy was inctuded in the official statement for the Dulies To RoadRevenue Bonds, Series 2009. A copy of the 2009 Study and an Update Lelter were pfovided n lhe officialstaternent for lhe Series 2010 Bonds. In January 2013, the Alrports Authority posted the Dulles To RoadTraffio and Revenue Study - 2012 Updaie Finai Report, which incorporated a complete review and update ofa Iassumptions and inputs, rncluding underlying socioeconornic projeciions.In anticipation of the issuance of the Sefies 2014 Revenue Bonds and the ctosing of the TtFtA Loan, theAirpods Authority commissioned another compfehensive traffc and tolt revenue stucjy to bring up io date iheassumptons regardlng future toll tes based on expected Federal and Siate funding, the regional econom coutlook, and actual tfaffic and revenue performance through January 20.14, including the impacts of the recentDTR iol rate adjustments. Backglound information regarding the DTR has atso been updat;d ihrough January2014.

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Fiscal Year 20Ij ApplicationThe 2014 Study was cond cted al an investment-gfade level and is considered suitable for use in issuing debtto finance the Rall Project. The resulis of the 2014 Siudy are not materially difierent from those of the 2012Update.Both the 2012 Update Final Report and the 2014 Drafr Final Repod are presented as Exhibit Vlll and areavailab e on L velink and lhe enclosed thumb d ve. The Dulles Toll Road Tffic and Revenue Study-2014Flnal Repor( is expected io be released by April 20147. Proposed Terms for the Requested TIIIA Credit Instrument. Identi1], theEpe(s) ofl IFIA credit inslrumentbeingrequested (securcd loan- loan guarantee, standb) line ofcredit) and. at a minimum. fhe following proposed terns andcondiiions fof each proposed credir instrumertr amounl origiration daie, final matufily date, estinated irterest rate.timing of disbursenenls. pledged security, repayme.t sources. anonization schedule, and lieo posiiio.. The proposedTIFIA credit facility. which nusl be senior or parit) lien in the e\Dt ofbankruptcy. liquidation or insolvenc). can besubordinate as ro cash flows abseDi such an event. Please describe w|e1her a s'ai r of the nonsubordinationrcquircmenr is requested and how the applicanl meets the applicable requirements. The .oposed tems and conditionsshould be submilted as Exhibir lX.Ihe Airpoirs Authority requests that the TIFIA cfedt Instrurnent be structured as a secLrred ioan in the amount of$1,277 ,349.782. The Airpods Auihority is a public agencywrth a pre-existing indenture, but it is not requestinga waiver of the non-subordination requirement.The Airports Authorty has reviewed the TIFIA Loan Term Sheet Sample Template (last updated July 2013).Exhibit lX-A ls a mark-up of that document that shows the various edits that will be necessary to conform thetemplate anguage to the proposed DTR TIFIA transaction, such as e|minaling references to equitycontrib 1ions and adding language from the existing DTR ndenture.Prcposed terms lnclude:FINAL N]ATURITY

SECURITYAND PRIORITY

No later than October 1. 2050. The cash flaw pro foma submttted as Exhibit Vll ta |hisapplication shows the TIFIA loan being fully anodizecl by October 2049. lf interestrctes rise piot to the clasing of the TIFIA loan, it nay be necessary la exlend thescheduled amoftizatian by anather year to maintain the target 1.25x pto fotma debtseNice coverage of alldebt seyice in the Base Case Financial Model.The TIFIA Band wil be payable from. and secured by a pledge of Toll Road Revenues(as defined above in Section 6) that is subordinate ta the pledge secuing the FirctSenior Lien Bands, Secand Senior qen Bands, and Subordinate Lien Bonds.The Alrpods Authority has also pledged, for the benefit of all bondholderc, amaunts andepasit from tine to time in the Dulles Conidor Enterytise ReseNe and Toll RateStabilization Fund ancl the Airyofts Authantys interest in the DTR Permit and OpentingAgrcement.Under a Bankruptcy Related Event (as defined in the DTR master inclenture), the TIFIALoan will sping to paity with the Firct Seniat Lien Bond position sa long as any FitstSenior Lien debt is outstanding while TIFIA rcnains outstanding; atheMise, it wil spingto parity with the Second SeniorLien Bond pasilion.

TIFIA INTEREST RATE TIFIA Loan sha bear interest at a fixed nte catcutated by adding one basjs point(41%) to the rate of securities of a sinilar maturily as publishecl on the execution dateof the TIFIA Laan Agreement in the Unifed States Treasury Burcau of Public Debt'sdaily rate tahle for State and Lacal Governmenl Series (SLGS) s6curit/es, provided thatthe TIFIA lnter$t Rate shall not be /ess fhan the yield an 3)-year United StatesPage 28


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TIFIADISBURSEN4ENTS

Treasury secuities as of such date.Disbursements shall be made no nore frequently than monlhly to the Bonower toreimbutse Eligible Prcject Casts incuned in connection with the Project pursuant tarequisitian procedures set fotth in the TIFIA Loan Agreement and subject to thaBorrawef s compliance with clisbursemelt conditions.

8. R.asons for Selecting the Proposed Type(s) of Crcdit Instrument. Describe why you de requesting the specifictlpe(s) ofTIFIA credit instrument. Ifyou are rcquesting only a direcl loan and/or a iine ofcredit, specil the projecl'sfinancial structute if fie TIFIA credit assislance was insiead in the lonn ofa loan glnratuee, includirg the a ounl ofguaranteed loan assistance rhat would be fequired. Il applicable, describe why the project intends to use a MaslerCredit Agreement.The local funding padners have committed to fund over $4.2 bilion, or about 74 percent, of the 95.68 brllioncapital cost of the Prolect. This funding wil be derived from local DTR userc, Airports use|s and prcperiytaxpayers. The Airpods Authority must increase.DTR toli rates in order to meet the 92.8 bilion DTR fundingshare And t musl ise another 5233 million from non-DTR sources (AirDoris users) to meet ts local shafe ofbaseline costs. Likewise, Fairfax County and Loudoun County must utilize special tax dlstricis and other sourcesto fund nearly 51.2 billion of baseline project costs. These are extraordinary local commitments for a majorproject of national significance wiih widespread public benefiis.Every dollaf of TIFIA loan frnancing ihat can be obtained not on y expedites and faciliiates projeci completion byreducing financing ask but also significanty lesseils ihe potenltal burden on Dulles Toll Road users and Countytaxpayers. The requested TIFIA loans will enable lhe Counties to provide theif maior contributions in a cost-effecUve way and allow them to pursue other criticat infrastruclure tmprovements ai the same time. TIFIA loanfinancrng will also enable the Airports Auihority to bettef leverage the DTR revenues with minimal retiance onrelatively expensive capital appfeciation bonds and subordlnate current interest bonds. which could enablefulure tollrates to be approximaiely 30 percent iowerthan otheMlse required.The public benefit of TIFIA assistance wouJd be significantly diluted if ii were lo lake the form of a loanguarantee instead of a direct loan. lt would be very difficult io find a lender wilting to pfovide ftnancing oncomparable tefifs at an interest fate conrpetitive with that of U.S. Treasury obtigations. Even with a federalguafantee, a privaie lender would insist on liquidity and transacUonal rate premiums that wou d increase iheborrow ng cost. In addition, private lenders are generaly unw lling io make long{em loans on non-commerctalierms, incl ding allowing borrowefs to structure backloaded loan payments or pre-pay (take out) oans withoutpenalty. The combination of less flexibjlity to structure the loan p us a higher nominal bofrowing cost woutdoffset much ol the TIFIA benefit jn leveraging thd DTR toll revenue siream. The MOA executed between DOTand the funding partnefs assumed direct oan financing through TIFIA as the most cost-effective means foffedefal assistance to help mitjgate projected toll raie incfeases - by providing the greatest pubtic benefit with thelowesl subsidv cost.9. Flexibility in the l'inancial Plan to Support a Reduced Pc.centage of TIFIA Credit Assisranc. Explain thellexibiliry in the iinancialplan to finance the projecr with a reduced perceniase ofTIFIA dedit assislance.The requested TIFIA loan will generate great benefii from increased financialflexibility, lowef oorrowrng cosrs,and rcduced pressure on toll rates. With $1.28 bjllion of TIFIA assistance allocated to lhe DTR credit. theA rports Authority can minimize reliance on relatively expensive capital apprecration bonds and subordtnate lenbonds n financlng the remainder of the DTR shafe of projeci cosis. tf the Airports Authority receives a srna teramount of TIFIA assisiance it wrll have to issud additional, more expensive debi into the capial markets tocomplete the financing fof the project. The addiiional cosi and financing risk depends on the TIFIA amount andthe structuring of lhe additional ioll fevenue bonds, which will be timited by the DTR projecied fevenues thalramD uo over trme.

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Fiscal Year 2013 Application

10. Risks and Mitigition Strategies. Identiry risks to project completion and sufficiency of revenurs. Sample risksmighl include cosr escalalion, approvals, lirigation, construclion schedules. ridership and tafiic leveis, alailabilit) ofgrant tunding. and markel access. ldentii all mitigation stratgles and any proposed cost-containmenr approaches(cg.. design-build. value engineerhg, guamnteed ma\inum price and,or completion date, saranlies. or otherincentive/disincedive clausesJ.

The Alrports Authorty has devoted slgnificanl resoufces and expeftise to managing the risks associated withoperating the DTR and constructing the Rail Project. The following discussion hghlights how the primaryprclect risks have been, and will be miiigateo.Potential Cost Overruns and Construction DelaJsPhase 1. On February 7, 2014, Dulles Transii Partners (DTP), the contractor responsible for delivering Phase 1of the Rail Project, notified the Airporls Authority ihat it had achieved s

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MWAA Silver Line TIFIA Application 2013

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