RFP-26-24108: Letters of Credit for Commercial Paper & Direct Revolving Loan Facilities for Aviation Enterprise

METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
REQUEST for PROPOSALS No. RFP-26-24108
ONE or MORE CREDIT FACILITIES - LETTERS OF CREDIT FOR COMMERCIAL PAPER AND
DIRECT REVOLVLING LOAN FACILTIIES
For the AVIATION ENTERPRISE
The Metropolitan Washington Airports Authority (the "Airports Authority") is seeking proposals for credit facilities to provide
interim financing in connection with the Capital Construction Program for its Aviation Enterprise. The Airports Authority is
seeking proposals from financial institutions interested in providing financing capacity through credit facilities, including Letters
of Credit for Commercial Paper and/or direct revolving loan facilities of up to $700 million.
Please note that the Airports Authority may consider and award one or more credit facilities in order to achieve the desired
capacity level of financing. The Airports Authority has a strong preference for credit facilities with no termination fees to allow
for financial flexibility in managing its debt portfolio.
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
(including limited English proficiency), creed, sex, age, or disability in consideration for an award.
Solicitation Issue Date: May 26, 2026
Response Deadline: June 26, 2026, 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. 26-24108, Aviation Enterprise Credit Facility"
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 2, 2026, to contracting@mwaa.com with "Questions re: RFP No. 26-24108,
Aviation Enterprise Credit Facility" in the subject line.
Answers will be posted on the Airports Authority's website and all registered Planholders will be notified of their availability.
Basis of Award
The Airports Authority is using a competitively negotiated procurement process to award this contract/contracts, and selection
will be made taking into consideration proposed fees and spreads to be evaluated as part of the technical evaluation criteria.
Award(s) 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 may award one (1) or more contracts as a result of this solicitation.
If negotiations with the firm offering the most advantageous terms are unsuccessful, the Airports Authority has the right to begin
negotiations with the firm(s) providing the next most advantageous terms.
Period of Performance: The contract term may be two years or longer, depending upon final negotiated terms.
The schedule for procuring the new Credit Facility/Facilities anticipates closing in September 2026, therefore the proposed
commitment amount and pricing must be held firm until then.
Evaluation Criteria:
1. Proposed fees, including downgrade pricing, term-out and termination costs, and any other proposed fees relative to
the length and utilization of the proposed credit facility.
2. Proposed terms and covenants, including willingness to accept the Airports Authority's existing covenants and
indemnification.
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Existing Aviation Enterprise Credit Facilities:
Revolving Loan Notes. The Airports Authority has a $200 million Revolving Loan Notes facility with U.S. Bank, which
expires on March 30, 2027. The Revolving Loan Notes are on parity with outstanding Bonds issued under the Indenture
and secured by Net Revenues of the Airports Authority.
Bank Provider Facility Commitment Fee Pricing for Draws Expiration
Revolving Loan Notes -
U.S. Bank 20 bps 80% SOFR + 20 bps 3/30/27
Tax Exempt Line
Revolving Loan Notes -
U.S. Bank 20 bps SOFR + 22 bps 3/30/27
Taxable Line
Letter of Credit-Backed VRDOs. The Airports Authority has $181.9 million of variable rate demand obligations secured
by Letters of Credit.
Program/ Amount ($ Fee/
Bank Provider Facility Expiration Date
Series MM) Spread (bps)
TD Bank LoC 2009D $44.660 23.0 February 28, 2029
TD Bank LoC 2010C-2 $48.655 23.0 February 28, 2029
TD Bank LoC 2010D $55.625 17.0-20.0 September 29, 2027
TD Bank LoC 2011A $32.920 17.0-20.0 September 29, 2027
Additional Information: Please review Exhibit A - Covenants & Indemnification for certain of the terms that the Airports
Authority expects will be included in the Credit Agreement. One of the factors in the Airports
Authority's selection process will be the willingness of a Bank to accept the terms described therein.
In addition, documents related to each of the Airports Authority's current outstanding credit facilities
are available on EMMA. The Airports Authority will not enter into any covenants or make any
representations or warranties that are substantially different from those previously agreed to with
respect to such credit facilities.
For your review, please find the following documents on the Airports Authority's website:
(a) Amended and Restated Master Indenture of Trust, as amended
https://www.mwaa.com/sites/mwaa.com/files/legacyfiles/masterindenturemwaaallfirst.pdf
(b) 2025 Annual Comprehensive Financial Report
https://www.mwaa.com/sites/mwaa.com/files/2025%20ACFR%20-
%20FINAL%203.30.26.pdf
(c) 2026 Budget
2026 Budget Book - Metropolitan Washington Airports Authority
(d) Monthly Unaudited Financial Statements
https://www.mwaa.com/about/current-financial-data
(e) Official Statement for the Aviation Enterprise Series 2025A Bonds
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https://www.mwaa.com/sites/mwaa.com/files/2025-
06/2025A%20AVI%20Final%20Official%20Statement.pdf
(f) Financial Advisors Reports
https://www.mwaa.com/about/fa-reports
Trustee/Paying Agent: The Trustee and Paying Agent will be Manufacturers and Traders Trust Company.
Ratings: As of the date of this RFP, the Airports Authority underlying credit ratings for the Aviation Enterprise
are:
* Moody's Ratings: Aa3 (Stable outlook);
* S&P Global Ratings: AA- (Stable outlook); and
* Fitch Ratings: AA- (Stable outlook).
The rating reports can be found at https://www.mwaa.com/financial-statistics/investor-
relations/credit-ratings
Information to be Submitted:
Please answer the questions set forth in the Proposal Sheet - Aviation Enterprise Credit Facility and complete Fee Proposals
Attachments A.
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METROPOLITAN WASHINGTON AIRPORTS AUTHORITY
PROPOSAL SHEET
AVIATION ENTERPRISE CREDIT FACILITY
Form of Response: Each respondent must submit their term sheet including the following:
A. Proposing Entity Information
1) state the exact legal name of the institution proposing to provide the credit facility; and
2) provide the name, address, email address, and telephone number of the primary contact who would
be responsible for this engagement.
B. Provide the name and contact information for your legal counsel (please include the e-mail address). Provide
an estimate of the legal fees and a cap on such legal fees.
C. Provide a fee proposal for the credit facility (-ies) offered.
D. Provide the period that you are willing to hold the fees.
E. Please provide your institution's long- and short-term ratings, including outlooks, from each:
1) Moody's Ratings
2) S&P Global Ratings
3) Fitch Ratings
F. Indicate 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 by the proposing entity in a 'blacklined'
version to assist in reviewing exactly what changes to the documents are requested. Additionally, provide your
firm's reasoning behind any changes.
G. Specify your (i) downgrade pricing, if any, (ii) your term-out provisions and (iii) your early-termination
provisions.
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ATTACHMENT A
Proposal Sheet - Fee Proposals
Institution: _________________________
Letter of Credit for Commercial Paper
Commitment Amount: $_________________
Term LOC Fee
2 Years
3 Years
4 Years
5 Years
Direct Revolving Loan Facility
Commitment Amount: $_________________
Spread and Index for Spread and Index
Unutilized Fee Up-Front Fee
Term Tax Exempt Notes for Taxable Notes
2 Years
3 Years
4 Years
5 Years
Fees
If fees would increase due to a downgrade of the Airports Authority's underlying credit ratings, please provide a fee
matrix.
For a submittal to be deemed "Responsive", all fees and information requested below must be provided.
Cap on Legal Fees:
Non-Legal Fees and Expenses1:
Aggregate Drawing Fee:
Bank Interest Rate2:
Default Rate:
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.
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Amendments
Amendment Fee to Bank:
Cap on Legal Fees:
Any Other Fees/Expenses:
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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, or so long as any Advance is available under the Revolving Loan
Agreement or the Authority has any Obligation to pay any amount thereunder or under the Revolving Loan Notes, the Authority
will, unless the Bank shall otherwise consent in writing:
(a) 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.
(b) 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.
(c) 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).
(d) Reporting Requirements. Furnish to the Bank (or provide notification of availability on the Airports
Authority's website or on EMMA):
(i) as soon as available and in any event within 180 days after the end of each Fiscal Year, a copy of the
annual comprehensive financial report of the Airports Authority for such Fiscal Year, including the
audited financial statements therein;
(ii) 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 Aviation Enterprise 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;
(iii) concurrently with each delivery of the annual comprehensive 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
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the events or circumstances which would cause any of such representations or warranties to not be
true and correct in all material respects;
(iv) upon the request of the Bank, the annual budget, if any, of the Airports
Authority, containing estimates of expenditures and anticipated Revenues for the Fiscal Year
covered thereby;
(v) upon the request of the Bank, 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 Aviation Enterprise of the Airports Authority that are released or available to the public, and (B)
all final official statements or other final disclosure statements prepared with respect to any bonds
issued under the Master Indenture or other additional debt relating to the Aviation Enterprise of the
Airports Authority;
(vi) 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.
(vii) 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;
(viii) promptly after the receipt or giving thereof, copies of all notices of resignation by or removal of
the Trustee, Paying Agent and/or any Remarketing Agent which are received and/or given by
the Airports Authority;
(ix) 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;
(xi) 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
relating to the transactions contemplated by the Bank Agreement or related documents as from time
to time may be reasonably requested by the Bank.
(e) 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
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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 Bank Agreement, 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.
(f) Master Indenture. The Airports Authority covenants and agrees that it will comply with the covenants and
provisions of the Master Indenture.
(g) 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.
(h) 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
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
(which consent shall not be unreasonably withheld):
(a) 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.
(b) 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.
(c) 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).
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(d) Remarketing Agents. Appoint, or permit or suffer to be appointed, any successor Remarketing Agents, other
than any such successor succeeding by operation of law; or enter into any successor Remarketing Agreements.
Any approval required from the Bank hereunder shall be given or denied within 10 days of the request
therefore, 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.
(e) 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.
(f) 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 any Related Documents 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 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.
(g) Additional Liens. Except as permitted under the Master Indenture, the Airports Authority shall not create,
incur, assume or suffer to exist any lien, pledge, or charge on the Net Revenues on a parity or senior to the lien
under the Master Indenture.
Affirmative Covenants of the Bank
GENERAL CIVIL RIGHTS PROVISIONS
(a) 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 1964.
(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). 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.
(ii). Non-Discrimination. The Bank, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, national origin (including limited English proficiency), creed, sex,
age or disability 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.
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