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					NEW ISSUE BOOK‑ENTRY ONLY                                                                                                                           Ratings: See "RATINGS" herein
    In the opinion of Co-Bond Counsel, under current law and subject to the conditions described under the caption "TAX MATTERS" herein, interest on the Series 2010A/B
Bonds (a) will not be included in gross income for federal income tax purposes, except when held by a "substantial user" of the 2010 Project or "related person" within the
meaning of Section 147 of the Internal Revenue Code of 1986, as amended (the "Code"), (b) will be neither an item of tax preference nor taken into account in determining
adjusted current earnings for purposes of the federal alternative minimum income tax imposed on individuals and corporations, and (c)  will be exempt from income
taxation by the State of Georgia. A holder may be subject to other federal tax consequences as described under the caption "TAX MATTERS" herein. See the proposed form of
the approving opinion of Co-Bond Counsel in Appendix F hereto.

                                                                          CITY OF ATLANTA
                                 $177,990,000                                                             $409,810,000
                      AIRPORT GENERAL REVENUE BONDS,                                          AIRPORT PASSENGER FACILITY CHARGE
                                SERIES 2010A                                                    AND SUBORDINATE LIEN GENERAL
                                                                                                  REVENUE BONDS, SERIES 2010B
Dated: Date of Delivery                                                                                                                  Due: January 1, as shown on inside cover
    This Official Statement relates to the issuance by the City of Atlanta (the "City") of $177,990,000 in aggregate principal amount of its Airport General Revenue Bonds, Series 2010A
(the "Series  2010A General Revenue Bonds") and $409,810,000 in aggregate principal amount of its Airport Passenger Facility Charge and Subordinate Lien General Revenue
Bonds, Series 2010B (the "Series 2010B PFC Revenue Hybrid Bonds" and together with the Series 2010A General Revenue Bonds are collectively hereinafter referred to as the
"Series 2010A/B Bonds"). Interest on the Series 2010A/B Bonds is payable semiannually on January 1 and July 1 of each year, commencing July 1, 2011. Principal on the Series 2010A
General Revenue Bonds is payable on January 1 of each year, commencing January 1, 2014. Principal on the Series 2010B PFC Revenue Hybrid Bonds is payable on January 1 of
each year, commencing January 1, 2013. The Series 2010A/B Bonds will bear interest at the rates set forth on the inside cover of this Official Statement. All capitalized terms used
herein and not otherwise defined herein are used with the meanings assigned thereto in "APPENDIX B ‑ DEFINITIONS OF CERTAIN TERMS" attached hereto.
    The City has authorized the issuance of the Series  2010A/B  Bonds pursuant to the Restated and Amended Master Bond Ordinance adopted by the Council of the City on
March  20,  2000, as previously amended and supplemented (the "Master Bond Ordinance"), particularly as amended and supplemented by that certain Amended and Restated
Fourteenth Supplemental Bond Ordinance adopted by the City Council on October 4, 2010 and approved by the Mayor on October 4, 2010, amending and restating that certain
Fourteenth Supplemental Bond Ordinance adopted by the City Council on July 6, 2009 as amended by that certain First Amendment to Fourteenth Supplemental Bond Ordinance
adopted by the City Council on September 8, 2009 and that certain Series 2010A/B Supplemental Bond Resolution adopted by the City Council and approved by the Mayor on
November  5, 2010 (collectively, the "Fourteenth Supplemental Bond Ordinance"). The Master Bond Ordinance, as amended and supplemented, particularly as amended and
supplemented by the Fourteenth Supplemental Bond Ordinance is hereinafter referred to as the "Bond Ordinance." The Series 2010A/B Bonds are being issued to provide funds to:
(a) finance, refinance and/or reimburse, as the case may be, a portion of the costs associated with the 2010 Project (as defined herein) in respect of the Hartsfield‑Jackson Atlanta
International Airport (the "Airport"), (b) fund the increase in the Debt Service Reserve Requirement for Senior Lien General Revenue Bonds (as defined herein) resulting from the
issuance of the Series 2010A General Revenue Bonds, (c) fund the increase in the Debt Service Reserve Requirement for PFC Revenue Hybrid Bonds (as defined herein) resulting
from the issuance of the Series 2010B PFC Revenue Hybrid Bonds, (d) fund capitalized interest with respect to the Series 2010A General Revenue Bonds and portions of certain
Outstanding Bonds, the proceeds of which were used to fund a portion of the costs of the 2010 Project, and (e) pay certain costs of issuance with respect to the Series 2010A/B Bonds,
including but not limited to the premium for a municipal bond insurance policy insuring a portion of the Series 2010A General Revenue Bonds, all as further described under "PLAN
OF FINANCE" herein.
     The City also expects to issue not to exceed $590,000,000 in aggregate principal amount of its Airport General Revenue Refunding Bonds in one or more series not later than the
first quarter of 2011 to provide funds to, among other things, refund and redeem all of the outstanding principal amount of the City's Variable Rate Airport General Revenue Refunding
Bonds, Series 2003RF‑B and the City's Variable Rate Airport General Revenue Refunding Bonds, Series 2003RF‑C. The City further expects to issue not to exceed $720,000,000 in
aggregate principal amount of its Airport General Revenue Bonds in one or more series in 2011 to provide funds to, among other things, pay a portion of the costs of the Capital
Improvement Plan (as defined herein) and repay all or a portion of the then outstanding drawings under the Series 2010A/B Commercial Paper Program (as defined herein).
    Under and pursuant to the Bond Ordinance, the Series 2010A General Revenue Bonds are limited obligations of the City payable solely from and secured by a pledge of and
senior lien on the General Revenues of the Airport on a parity with the Outstanding Senior Lien General Revenue Bonds (as defined herein) and any other Additional Bonds issued on
parity with such Bonds under the Bond Ordinance. Funds pledged to secure the Series 2010A General Revenue Bonds do not include PFC Revenues, Released Revenues
or Special Purpose Revenues. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS ‑ Series 2010A General Revenue Bonds; Pledge of General
Revenues" herein.
    Under and pursuant to the Bond Ordinance, the Series 2010B PFC Revenue Hybrid Bonds are limited obligations of the City payable from and secured by a pledge of and senior
lien on PFC Revenues on a parity with the Outstanding PFC Revenue Hybrid Bonds (as defined herein) and any other Additional Bonds issued on a parity with such Bonds under
the Bond Ordinance. Additionally, the Series 2010B PFC Revenue Hybrid Bonds are secured by a pledge of and lien as to General Revenues subordinate in right of payment to
the Outstanding Senior Lien General Revenue Bonds and any other Additional Bonds issued in parity with such Bonds under the Bond Ordinance. Funds pledged to secure the
Series 2010B PFC Revenue Hybrid Bonds do not include Released Revenues or Special Purpose Revenues. See "SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2010A/B BONDS ‑ Series 2010B PFC Revenue Hybrid Bonds; Pledge of PFC Revenues and Subordinate Pledge of General Revenues" herein.
    The scheduled payment of principal of and interest on the Series 2010A General Revenue Bonds maturing on January 1, 2021 in the principal amount of $480,000 with a coupon of
3.500%, the Series 2010A General Revenue Bonds maturing on January 1, 2028 in the principal amount of $1,395,000 with a coupon of 4.250%, the Series 2010A General Revenue Bonds
maturing on January 1, 2035 in the principal amount of $1,775,000 with a coupon of 4.625%, the Series 2010A General Revenue Bonds maturing on January 1, 2035 in the principal
amount of $18,890,000 with a coupon of 5.00% and the Series 2010A General Revenue Bonds maturing on January 1, 2040 in the principal amount of $27,915,000 with a coupon of
5.00% (the "Insured Series 2010A Bonds") when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Insured Series 2010A Bonds by
Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.)




   The Series  2010A/B  Bonds are subject to optional and mandatory redemption prior to maturity as further described herein. See "SERIES  2010A/B  BONDS  ‑  Redemption
Provisions" herein.
   THE SERIES 2010A/B BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE CITY NOR A PLEDGE OF THE FAITH AND CREDIT OF THE
CITY. THE SERIES 2010A/B BONDS SHALL NOT BE PAYABLE FROM OR BE A CHARGE UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS
PLEDGED TO THE PAYMENT THEREOF, NOR SHALL THE CITY BE SUBJECT TO ANY PECUNIARY LIABILITY THEREON. NO OWNER OR OWNERS OF THE
SERIES 2010A/B BONDS SHALL EVER HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE CITY TO PAY THE SERIES 2010A/B BONDS
OR THE INTEREST THEREON, NOR TO ENFORCE PAYMENT OF THE SERIES 2010A/B BONDS AGAINST ANY PROPERTY OF THE CITY, EXCEPT FOR PLEDGED
REVENUES; NOR SHALL THE SERIES 2010A/B BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF
THE CITY, EXCEPT FOR THE AMOUNTS PLEDGED TO THE PAYMENT OF THE SERIES 2010A/B BONDS AND ANY OTHER FUNDS PLEDGED TO SECURE THE
PAYMENT OF THE SERIES 2010A/B BONDS IN THE MANNER SET FORTH IN THE FOURTEENTH SUPPLEMENTAL BOND ORDINANCE.
    This cover page contains limited information for quick reference only. It is not a summary of the matters relating to the Series 2010A/B Bonds. Potential investors must read the
entire Official Statement (including the cover page and all Appendices attached hereto) to obtain information essential to the making of an informed investment decision.
    The Series 2010A/B Bonds are being offered when, as, and if issued by the City and received by the Underwriters subject to prior sale and to withdrawal or modification
of the offer without notice, and subject to the approving opinion of Hunton & Williams LLP and Hollowell Foster & Herring, PC, each of Atlanta, Georgia, in their capacity as
Co-Bond Counsel. Certain legal matters will be passed upon for the City by the City's Department of Law. Certain legal matters will be passed upon for the City by Greenberg
Traurig, LLP and Riddle and Schwartz, LLC, each of Atlanta, Georgia, Co-Disclosure Counsel. Certain legal matters will be passed upon for the Underwriters by Bryan Cave
LLP, Atlanta, Georgia and Haley & McKee, L.L.C., New Orleans, Louisiana. Frasca & Associates, L.L.C., Atlanta, Georgia is serving as Financial Advisor to the Department of
Aviation. First Southwest Company, Dallas, Texas and DOBBS RAM & Company, Atlanta, Georgia are serving as Co-Financial Advisors to the City. The Series 2010A/B Bonds
will be delivered through the book-entry system of DTC in New York, New York on or about November 16, 2010.

J.P. MORGAN                                                                                                                                  JACKSON SECURITIES
BofA Merrill Lynch                                                     Grigsby & Associates, Inc.                                                    Jefferies & Company
M. R. Beal & Company                                                      Ramirez & Co., Inc.                                                       Wells Fargo Securities
November 5, 2010
                 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
                          PRICES OR YIELDS AND CUSIPS†


                                         $177,990,000
                                      CITY OF ATLANTA
                              AIRPORT GENERAL REVENUE BONDS,
                                        SERIES 2010A

                                   $83,830,000 Series 2010A Serial Bonds
 Maturity           Principal              Interest                                                       Initial
(January 1)          Amount                  Rate                Yield                Price             CUSIP No.†
   2014             $3,320,000              5.000%               1.630%             110.225%           04780MKG3
   2015                800,000              2.000                1.950              100.196            04780MKH1
   2015              2,665,000              4.000                1.950              108.085            04780MLD9
   2016              3,615,000              5.000                2.320              112.876             04780MKJ7
   2017              3,780,000              4.000                2.690              107.349            04780MKK4
   2018              1,955,000              3.000                3.000              100.000            04780MKL2
   2018              1,980,000              5.000                3.000              112.740            04780MLN7
   2019              4,115,000              5.000                3.250              112.404            04780MKM0
   2020                500,000              3.375                3.430               99.569            04780MKN8
   2020              3,820,000              5.000                3.430              112.208            04780MLE7
   2021—               480,000              3.500                3.570               99.406            04780MKP3
   2021              4,060,000              5.000                3.680              110.148C            04780MLF4
   2022                175,000              3.800                3.850               99.547            04780MKQ1
   2022              4,590,000              5.000                3.850              108.773C           04780MLG2
   2023              5,010,000              5.000                3.970              107.815C           04780MKR9
   2024                460,000              4.000                4.090               99.089            04780MKS7
   2024              4,805,000              5.000                4.090              106.867C           04780MLH0
   2025              5,530,000              5.000                4.200              106.007C           04780MKT5
   2026                465,000              4.250                4.280               99.664            04780MKU2
   2026              5,350,000              5.000                4.280              105.386C            04780MLJ6
   2027              6,110,000              5.000                4.360              104.770C           04780MKV0
   2028              5,025,000              5.000                4.440              104.159C           04780MLK3
   2028—             1,395,000              4.250                4.320               99.154            04780MKW8
   2029                600,000              4.500                4.520               99.749            04780MKX6
   2029              6,140,000              5.000                4.520              103.551C           04780MLL1
   2030              7,085,000              5.000                4.600              102.948C           04780MKY4




 †
     The City is not responsible for the use of CUSIP numbers, nor is a representation made as to their correctness.
     The CUSIP numbers are included solely for the convenience of the reader of this Official Statement.
 —
     Insured Bonds.
 C
     Priced to the call date of January 1, 2020 at par.
                                          Series 2010A Term Bonds

                         $20,000,000 - 5.000% Term Bond, Due January 1, 2035,
                      Yield 4.780%, Price 101.606C, Initial CUSIP No. 04780MKZ1†

                         $1,775,000 - 4.625% Term Bond, Due January 1, 2035,—
                       Yield 4.680%, Price 99.204, Initial CUSIP No. 04780MLB3†

                          $580,000 - 4.750% Term Bond, Due January 1, 2035,
                       Yield 4.780%, Price 99.567, Initial CUSIP No. 04780MLC1†

                        $18,890,000 - 5.000% Term Bond, Due January 1, 2035,—
                      Yield 4.680%, Price 102.349C, Initial CUSIP No. 04780MLP2†

                        $27,915,000 - 5.000% Term Bond, Due January 1, 2040,—
                      Yield 4.740%, Price 101.902C, Initial CUSIP No. 04780MLA5†

                         $25,000,000 - 5.000% Term Bond, Due January 1, 2040,
                      Yield 4.840%, Price 101.163C, Initial CUSIP No. 04780MLM9†




C
    Priced to the call date of January 1, 2020 at par.
†
    The City is not responsible for the use of CUSIP numbers, nor is a representation made as to their correctness.
    The CUSIP numbers are included solely for the convenience of the reader of this Official Statement.
—
    Insured Bonds.
                 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES,
                          PRICES OR YIELDS AND CUSIPS†


                             $409,810,000
                          CITY OF ATLANTA
  AIRPORT PASSENGER FACILITY CHARGE AND SUBORDINATE LIEN GENERAL
                          REVENUE BONDS,
                            SERIES 2010B

                                   $409,810,000 Series 2010B Serial Bonds
 Maturity           Principal              Interest                                                        Initial
(January 1)          Amount                  Rate                Yield               Price              CUSIP No.†
   2013            $ 2,220,000              3.000%               1.350%            103.444%             04780TBT0
   2013             22,170,000              5.000                1.350             107.619              04780TCB8
   2014              5,030,000              3.000                1.760             103.753              04780TBU7
   2014             20,540,000              5.000                1.760             109.807              04780TCC6
   2015                500,000              2.000                2.080              99.684              04780TBV5
   2015             26,320,000              5.000                2.080             111.483              04780TCD4
   2016                650,000              4.000                2.450             107.420              04780TBW3
   2016             27,535,000              5.000                2.450             112.208              04780TCE2
   2017             29,625,000              5.000                2.810             112.240              04780TCF9
   2018             31,145,000              5.000                3.060             112.331              04780TCG7
   2019             32,745,000              5.000                3.330             111.798              04780TCH5
   2020             34,420,000              5.000                3.530             111.378               04780TCJ1
   2021                225,000              3.750                3.800              99.579              04780TBX1
   2021             35,960,000              5.000                3.800             109.176C             04780TCK8
   2022             38,040,000              5.000                3.960             107.895C             04780TBY9
   2023             39,990,000              5.000                4.110             106.710C             04780TCL6
   2024             26,545,000              5.000                4.220             105.851C             04780TBZ6
   2025             17,605,000              5.000                4.300             105.232C             04780TCA0
   2026             18,545,000              5.000                4.380             104.617C             04780TCM4




 †
     The City is not responsible for the use of CUSIP numbers, nor is a representation made as to their correctness.
     The CUSIP numbers are included solely for the convenience of the reader of this Official Statement.
 C
     Priced to the call date of January 1, 2020 at par.
                                  CITY OF ATLANTA
                                 ELECTED OFFICIALS
                                            Mayor
                                          Kasim Reed
                                           Council
                                 Ceasar C. Mitchell, President
         Carla Smith, District 1                               Felicia A. Moore, District 9
        Kwanza Hall, District 2                         Clarence Terrell (C.T.) Martin, District 10
    Ivory Lee Young, Jr., District 3                       Keisha Lance Bottoms, District 11
       Cleta Winslow, District 4                              Joyce M. Sheperd, District 12
  Natalyn Mosby Archibong, District 5                    Michael Julian Bond, Post 1, At-Large
          Alex Wan, District 6                               Aaron Watson, Post 2, At-Large
       Howard Shook, District 7                             H. Lamar Willis, Post 3, At-Large
       Yolanda Adrean, District 8
                FINANCE/EXECUTIVE COMMITTEE OF THE COUNCIL
                Yolanda Adrean, Chair           Alex Wan
             Clarence Terrell (C.T.) Martin   Aaron Watson
                    Felicia Moore            H. Lamar Willis
                    Howard Shook
                  TRANSPORTATION COMMITTEE OF THE COUNCIL
                         Clarence Terrell (C.T.) Martin, Chair
                              Natalyn Mosby Archibong
                                 Michael Julian Bond
                                Keisha Lance Bottoms
                                    Felicia Moore
                                     Carla Smith
                                   H. Lamar Willis
                                   APPOINTED OFFICIALS
Peter T. Aman, Chief Operating Officer                Joya C. De Foor, CTP, Chief Financial Officer
Candace L. Byrd, Esquire, Chief of Staff                Cathy D. Hampton, Esquire, City Attorney
                           Louis E. Miller, Aviation General Manager
                               CONSULTANTS TO THE CITY
                                      Airport Consultant
                                          LeighFisher
                                     Burlingame, California
                                    Co-Bond Counsel
               Hunton & Williams LLP           Hollowell Foster & Herring, PC
                  Atlanta, Georgia                   Atlanta, Georgia
                                    Co-Disclosure Counsel
                Greenberg Traurig, LLP                Riddle & Schwartz, LLC
                   Atlanta, Georgia                       Atlanta, Georgia

                       Financial Advisor to the Department of Aviation
                                  Frasca & Associates, L.L.C.
                                       Atlanta, Georgia
                                Co-Financial Advisors to the City
               First Southwest Company                 DOBBS, RAM & Company
                      Dallas, Texas                          Atlanta, Georgia
        This Official Statement does not constitute a contract between the City or the
Underwriters and any one or more owners of the Series 2010A/B Bonds, nor does it constitute an
offer to sell or the solicitation of an offer to buy the Series 2010A/B Bonds in any jurisdiction to
any person to whom it is unlawful to make such an offer in such jurisdiction.

        No dealer, salesman or any other person has been authorized by the City to give any
information or to make any representations, other than those contained in this Official Statement,
in connection with the offering of the Series 2010A/B Bonds, and if given or made, such
information or representations must not be relied upon as having been authorized by the City or
any other person. The information and expressions of opinion in this Official Statement are
subject to change without notice, and this Official Statement speaks only as of its date. Neither
the delivery of this Official Statement nor any sale made hereunder shall, under any
circumstances, create the implication that there has been no change in the matters described
herein since the date hereof. The information contained in this Official Statement, including in
the appendices, has been obtained from representatives of the City, the Airport Consultant and
from public documents, records and other sources considered to be reliable.

        The Underwriters have provided the following sentence for inclusion in this Official
Statement: The Underwriters have reviewed the information in this Official Statement in
accordance with, and as part of, their respective responsibilities to investors under the federal
securities laws as applied to the facts and circumstances of this transaction, but the Underwriters
do not guarantee the accuracy or completeness of such information.

        Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance
Inc.) ("AGM") makes no representation regarding the Series 2010A/B Bonds or the advisability
of investing in the Series 2010A/B Bonds. In addition, AGM has not independently verified,
makes no representation regarding, and does not accept any responsibility for the accuracy or
completeness of this Official Statement or any information or disclosure contained herein, or
omitted herefrom, other than with respect to the accuracy of the information regarding AGM
supplied by AGM and presented under the heading "BOND INSURANCE" and
"APPENDIX SPECIMEN MUNICIPAL BOND INSURANCE POLICY."

     IN CONNECTION WITH THE OFFERING OF THE SERIES 2010A/B BONDS, THE
UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE
OR MAINTAIN THE MARKET PRICE OF THE SERIES 2010A/B BONDS AT A LEVEL
ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

     THE SERIES 2010A/B BONDS HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, NOR HAS THE BOND ORDINANCE BEEN QUALIFIED UNDER THE
TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS
CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE
SERIES 2010A/B BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE
SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2010A/B BONDS
HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM
REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE
REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR
ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE
SERIES 2010A/B BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL
STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL
OFFENSE.

                            Cautionary Statements Regarding
                   Forward-Looking Statements in this Official Statement

        Certain statements included or incorporated by reference in this Official Statement
constitute "forward-looking statements." Such statements are generally identifiable by the
terminology used such as "expects," "forecasts," "projects," "intends," "anticipates," "estimates,"
or similar words.

     THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS
CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVES KNOWN AND
UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE
ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE
MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. NEITHER THE CITY NOR THE AIRPORT PLAN TO ISSUE ANY
UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR
WHEN CHANGES TO THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR
CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED, OCCUR.

        In making an investment decision, investors must rely on their own examination of the
City and the Airport, and the terms of the offering, including the merits and risks involved. The
Series 2010A/B Bonds have not been recommended by any federal or state securities
commission or regulatory authority. Furthermore, other than as expressly provided in certificates
to be delivered to the Underwriters in connection with the closing, the City has not confirmed the
accuracy or determined the adequacy of this Official Statement. Any representation to the
contrary may be a criminal offense.
                                                    TABLE OF CONTENTS
                                                                                                                                              Page

INTRODUCTION .................................................................................................................................1
     General.......................................................................................................................................1
     Purpose of Series 2010A/B Bonds.............................................................................................2
     Description of the Series 2010A/B Bonds .................................................................................2
     Security for the Series 2010A/B Bonds .....................................................................................3
     Bond Insurance ..........................................................................................................................4
     The City and Airport Service Region ........................................................................................5
     The Airport and Facilities ..........................................................................................................5
     Report of the Airport Consultant ...............................................................................................6
     Continuing Disclosure ...............................................................................................................6
     Other Information ......................................................................................................................6
PLAN OF FINANCE.............................................................................................................................7
THE SERIES 2010A/B BONDS ...........................................................................................................7
     Description.................................................................................................................................7
     Redemption Provisions ..............................................................................................................8
     Notice of Redemption ..............................................................................................................10
     Registration Provisions; Transfer and Exchange.....................................................................11
BOOK-ENTRY ONLY SYSTEM.......................................................................................................12
ESTIMATED SOURCES AND USES OF FUNDS ...........................................................................15
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS.....................16
     Series 2010A General Revenue Bonds; Pledge of General Revenues ....................................16
     Series 2010B PFC Revenue Hybrid Bonds; Pledge of PFC Revenues and Subordinate
     Pledge of General Revenues ....................................................................................................18
     Debt Service Reserve Accounts...............................................................................................19
     Provisions Applicable to Hybrid Bonds ..................................................................................21
     Rate Covenant..........................................................................................................................22
     Additional Bonds .....................................................................................................................23
     Proposed Amendments to the Master Bond Ordinance...........................................................24
     Limited Obligations .................................................................................................................25
BOND INSURANCE ..........................................................................................................................26
     Bond Insurance Policy .............................................................................................................26
     Assured Guaranty Municipal Corp. (Formerly Known as Financial Security Assurance
     Inc.) ..........................................................................................................................................26
OUTSTANDING BONDS AND OTHER OBLIGATIONS OF THE AIRPORT .............................28
     Outstanding Senior Lien General Revenue Bonds ..................................................................28
     Outstanding PFC Revenue Hybrid Bonds ...............................................................................29
     Outstanding Other Airport Obligations ...................................................................................29
     Hedge Agreements...................................................................................................................29
     Subordinate Hedge Agreements ..............................................................................................30
     Issuance of Additional Obligations..........................................................................................30
INFORMATION CONCERNING GENERAL REVENUES.............................................................31
     Certain Agreements Affecting General Revenues ...................................................................31
     General Revenues ....................................................................................................................33
INFORMATION CONCERNING PFC REVENUES ........................................................................35


                                                                      (i)
      General.....................................................................................................................................35
      The PFC Program for the Airport ............................................................................................36
      Collection of Passenger Facility Charges; Collection Fee.......................................................36
      Termination of City's Authority to Impose and Use Passenger Facility Charges....................37
      Formal Termination Process for PFC Enabling Acts Violations.............................................37
      Noise Act Violations................................................................................................................38
THE CITY ...........................................................................................................................................38
      General.....................................................................................................................................38
      City Administration and Officials............................................................................................38
THE AIRPORT....................................................................................................................................39
      General.....................................................................................................................................39
      Description...............................................................................................................................39
      Management.............................................................................................................................40
      Capital Improvement Plan .......................................................................................................44
      Airlines Serving the Airport.....................................................................................................48
      Airport Traffic Activity............................................................................................................53
AIRPORT FINANCIAL INFORMATION.........................................................................................61
      Debt Service Requirements......................................................................................................61
      Historical Financial Results .....................................................................................................62
      Historical Debt Service Coverage............................................................................................66
      Historical Airline Payments.....................................................................................................69
      Analysis of Airport Operations................................................................................................70
      Funding of the Debt Service Reserve Requirement.................................................................71
      Debt Management Measures....................................................................................................74
      Pension and OPEB Matters......................................................................................................75
REPORT OF THE AIRPORT CONSULTANT AND RATE COVENANT FORECAST................76
CERTAIN FACTORS AFFECTING THE AIR TRANSPORTATION
INDUSTRY AND THE AIRPORT.....................................................................................................78
      General.....................................................................................................................................78
      Financial Condition of the Airline Industry.............................................................................79
      General Factors Affecting Airline Activity and Air Carrier Revenues ...................................80
      Airline Consolidation and Alliances........................................................................................81
      Aviation Safety and Security Concerns ...................................................................................81
      Effect of Bankruptcy on Airport Use Agreements ..................................................................82
      Airline Service and Routes ......................................................................................................83
      Capacity of the National Air Traffic Control System..............................................................83
      Capacity of the Airport ............................................................................................................84
      Availability of Various Sources of Funding ............................................................................84
      Costs of Capital Improvement Program and Schedule ............................................................85
      Passenger Facility Charges ......................................................................................................85
      Insurance ..................................................................................................................................85
      Availability of Airline Financial and Operating Data..............................................................86
      Assumptions in the Report of the Airport Consultant .............................................................87
LITIGATION.......................................................................................................................................87
VALIDATION.....................................................................................................................................88
TAX MATTERS..................................................................................................................................88



                                                                     (ii)
     Opinion of Co-Bond Counsel ..................................................................................................88
     Original Issue Discount............................................................................................................88
     Other Tax Matters ....................................................................................................................89
CONTINUING DISCLOSURE...........................................................................................................90
LEGAL MATTERS.............................................................................................................................90
FINANCIAL STATEMENTS .............................................................................................................91
FINANCIAL ADVISORS ...................................................................................................................91
RATINGS ............................................................................................................................................92
UNDERWRITING ..............................................................................................................................92
FORWARD LOOKING STATEMENTS ...........................................................................................93
MISCELLANEOUS ............................................................................................................................94
CERTIFICATION ...............................................................................................................................95



APPENDIX A               -    REPORT OF THE AIRPORT CONSULTANT
APPENDIX B               -    DEFINITIONS OF CERTAIN TERMS
APPENDIX C               -    SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE
APPENDIX D               -    SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL
                              AIRPORT LEASES AND AGREEMENTS
APPENDIX E               -    AUDITED FINANCIAL STATEMENTS OF THE CITY OF ATLANTA,
                              GEORGIA DEPARTMENT OF AVIATION FOR THE FISCAL YEARS
                              ENDED JUNE 30, 2009 AND JUNE 30, 2008
APPENDIX F -                  FORM OF OPINION OF CO-BOND COUNSEL
APPENDIX G -                  FORM OF CONTINUING DISCLOSURE AGREEMENT
APPENDIX H -                  SPECIMEN MUNICIPAL BOND INSURANCE POLICY




                                                                     (iii)
[THIS PAGE INTENTIONALLY LEFT BLANK]
                                   OFFICIAL STATEMENT

                                            relating to

                                      CITY OF ATLANTA

           $177,990,000                                         $409,810,000
AIRPORT GENERAL REVENUE BONDS,                         AIRPORT PASSENGER FACILITY
          SERIES 2010A                                        CHARGE AND
                                                        SUBORDINATE LIEN GENERAL
                                                             REVENUE BONDS,
                                                               SERIES 2010B



                                       INTRODUCTION

General

        The purpose of this Official Statement, which includes the cover page and the appendices
attached hereto, is to provide certain information concerning the issuance and sale by the City of
Atlanta (the "City") of its $177,990,000 in aggregate principal amount of Airport General
Revenue Bonds, Series 2010A (the "Series 2010A General Revenue Bonds") and its
$409,810,000 in aggregate principal amount of Airport Passenger Facility Charge and
Subordinate Lien General Revenue Bonds, Series 2010B (the "Series 2010B PFC Revenue
Hybrid Bonds" and together with the Series 2010A General Revenue Bonds are hereinafter
collectively referred as the "Series 2010A/B Bonds"). All capitalized terms used herein and not
otherwise defined herein are used with the meanings assigned thereto in
"APPENDIX B - DEFINITIONS OF CERTAIN TERMS" attached hereto.

        This introduction is not a summary of this Official Statement and is intended only for
quick reference. It is only a brief description of and guide to, and is qualified in its entirety by
reference to, the more complete and detailed information contained in the entire Official
Statement, including the cover page and the Appendices hereto, and the documents summarized
or described herein. A full review should be made of the entire Official Statement and of the
documents summarized or described herein if necessary.                    The offering of the
Series 2010A/B Bonds to potential investors is made only by means of the entire Official
Statement, including the Appendices hereto. No person is authorized to detach this Introduction
from the Official Statement or to otherwise use it without the entire Official Statement including
the Appendices hereto.

       The Series 2010A/B Bonds are being issued pursuant to: (a) that certain Restated and
Amended Master Bond Ordinance No. 99-O-1896, adopted by the Council of the City (the "City
Council") on March 20, 2000, as previously amended and supplemented (the "Master Bond
Ordinance"), (b) that certain Amended and Restated Fourteenth Supplemental Bond Ordinance
adopted by the City Council on October 4, 2010 and approved by the Mayor on October 4, 2010,
amending and restating that certain Fourteenth Supplemental Bond Ordinance adopted by the
City Council on July 6, 2009, as amended by that certain First Amendment to Fourteenth
Supplemental Bond Ordinance adopted by the City Council on September 8, 2009 and that
certain Series 2010A/B Supplemental Bond Resolution adopted by the City Council and
approved by the Mayor on November 5, 2010 (collectively, the "Fourteenth Supplemental Bond
Ordinance"), (c) the Constitution and laws of the State of Georgia (the "State"), including the
Revenue Bond Law of Georgia, as amended, O.C.G.A. § 36-82-60 et seq., and (d) the Charter of
the City (1996 GA. Laws, p. 4469).

        The City also expects to issue not to exceed $590,000,000 in aggregate principal amount
of its Airport General Revenue Refunding Bonds in one or more series (the "2011 Refunding
Bonds") not later than the first quarter of 2011 to provide funds to, among other things, refund
and redeem all of the outstanding principal amount of the City's Variable Rate Airport General
Revenue Refunding Bonds, Series 2003RF-B and the City's Variable Rate Airport General
Revenue Refunding Bonds, Series 2003RF-C (collectively, the "Series 2003RF-B/C Bonds").
The City has authorized the issuance of the 2011 Refunding Bonds pursuant to the Master Bond
Ordinance, particularly as amended and supplemented by that certain Thirteenth Supplemental
Bond Ordinance adopted by the City Council on July 6, 2009 and approved by the Mayor on
July 7, 2009 (the "Thirteenth Supplemental Bond Ordinance"). The Master Bond Ordinance
together with the Thirteenth Supplemental Bond Ordinance and the Fourteenth Supplemental
Bond Ordinance are collectively hereinafter referred to as the "Bond Ordinance."

       The City further expects to issue not to exceed $720,000,000 in aggregate principal
amount of its Airport General Revenue Bonds in one or more series (the "2011 New Money
Bonds") in 2011 to provide funds to, among other things, pay a portion of the costs of the Capital
Improvement Plan (as defined herein) and repay all or a portion of the then outstanding drawings
under the Series 2010A/B Commercial Paper Program (as defined herein).

Purpose of Series 2010A/B Bonds

        The Series 2010A/B Bonds are being issued to provide funds to: (a) finance, refinance
and/or reimburse, as the case may be, a portion of the costs of the 2010 Project (as defined
herein), including repayment of amounts drawn under the Series 2010A/B Commercial Paper
Program (b) fund a portion of the increase in the Debt Service Reserve Requirement for Senior
Lien General Revenue Bonds (as defined herein) resulting from the issuance of the Series 2010A
General Revenue Bonds, (c) fund the increase in the Debt Service Reserve Requirement for PFC
Revenue Hybrid Bonds (as defined herein) resulting from the issuance of the Series 2010B PFC
Revenue Hybrid Bonds, (d) fund capitalized interest with respect to the Series 2010A General
Revenue Bonds and the portions of the Series 2000 Bonds, the Series 2004A/B Bonds and the
Series 2004F/G Bonds (all as defined herein) used to fund a portion of the costs of the 2010
Project and (e) pay certain costs of issuance with respect to the Series 2010A/B Bonds, including
but not limited to the premium for a municipal bond insurance policy insuring a portion of the
Series 2010A General Revenue Bonds, all as further described under "PLAN OF FINANCE"
herein.

Description of the Series 2010A/B Bonds

       The Series 2010A/B Bonds will be dated the dates of their issuance and delivery, will be
in the form of fully registered bonds, without coupons, in denominations of $5,000 or any


                                                2
integral multiple thereof, and will bear interest from the dated dates thereof, at the rates set forth
on the inside cover of this Official Statement, with interest on such Series 2010A/B Bonds
payable semiannually on January 1 and July 1 of each year, commencing on July 1, 2011.
Principal on the Series 2010A General Revenue Bonds is payable on January 1 of each year,
commencing January 1, 2014. Principal on the Series 2010B PFC Revenue Hybrid Bonds is
payable on January 1 of each year, commencing January 1, 2013. Regions Bank, Atlanta,
Georgia, is serving as bond registrar and paying agent (the "Bond Registrar" or "Paying Agent")
in respect of the Series 2010A/B Bonds. So long as DTC or its nominee is the registered owner
of the Series 2010A/B Bonds, the Paying Agent will make payments of the principal or
redemption price of and interest on the Series 2010A/B Bonds to DTC in accordance with the
Fourteenth Supplemental Bond Ordinance and the Paying Agent will have no obligation to make
payments to any actual purchaser of the Series 2010A/B Bonds ("Beneficial Owner").

Security for the Series 2010A/B Bonds

       The Series 2010A General Revenue Bonds are being issued as Senior Lien General
Revenue Bonds under the Master Bond Ordinance and, as such, are limited obligations of the
City payable solely from and secured by a pledge of and senior lien on the General Revenues of
the Hartsfield-Jackson Atlanta International Airport (the "Airport") on a parity with the
Outstanding Senior Lien General Revenue Bonds (as defined herein). See "SECURITY AND
SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS - Series 2010A General
Revenue Bonds; Pledge of General Revenues" herein.

       The Series 2010B PFC Revenue Hybrid Bonds are being issued as Hybrid Bonds under
the Master Bond Ordinance and, as such, the Series 2010B PFC Revenue Hybrid Bonds are
limited obligations of the City payable from and secured by a pledge of and senior lien on
PFC Revenues on a parity with the Outstanding PFC Revenue Hybrid Bonds (as defined herein).
Additionally, the Series 2010B PFC Revenue Hybrid Bonds are secured by a pledge of and lien
as to General Revenues subordinate in right of payment to the Senior Lien General Revenue
Bonds and any Additional Bonds issued on a parity with such Bonds under the Master Bond
Ordinance. See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010A/B
BONDS - Series 2010B PFC Revenue Hybrid Bonds; Pledge of PFC Revenues and Subordinate
Pledge of General Revenues" herein.

        The City has previously issued various series of Senior Lien General Revenue Bonds
secured by and pursuant to the Bond Ordinance (as defined herein), $1,641,942,000 aggregate
principal amount of which were outstanding as of October 1, 2010, including amounts currently
drawn on the Series 2010A/B Commercial Paper Program (the "Outstanding Senior Lien General
Revenue Bonds"). The City has also previously issued various series of PFC Revenue Hybrid
Bonds secured by and pursuant to the Bond Ordinance, $555,480,000 aggregate principal
amount of which were outstanding as of October 1, 2010 (the "Outstanding PFC Revenue Hybrid
Bonds"). The Series 2010A General Revenue Bonds will be secured under the Bond Ordinance
on a parity with the Outstanding Senior Lien General Revenue Bonds as to the pledge of, lien on
and source of payment from Revenues. The Series 2010B PFC Revenue Hybrid Bonds will be
secured under the Bond Ordinance on a parity with the Outstanding PFC Revenue Hybrid Bonds
as to the pledge of, lien on and source of payment from PFC Revenues and General Revenues.
Subject to certain conditions as set forth in the Bond Ordinance, Additional Bonds may be issued


                                                  3
under the Bond Ordinance on a parity with the Series 2010A General Revenue Bonds, the Series
2010B PFC Revenue Hybrid Bonds, the Outstanding Senior Lien General Revenue Bonds, the
Outstanding PFC Revenue Hybrid Bonds and/or the Subordinate Lien General Revenue Bonds,
in addition to other notes, commercial paper and/or other obligations. See "SECURITY AND
SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS - Additional Bonds" herein.
The Outstanding Senior Lien General Revenue Bonds, the Series 2010A General Revenue Bonds
and any Additional Bonds hereafter issued on a parity with the Outstanding Senior Lien General
Revenue Bonds are collectively referred to as the "Senior Lien General Revenue Bonds." The
Outstanding PFC Revenue Hybrid Bonds, the Series 2010B PFC Revenue Hybrid Bonds and any
Additional Bonds hereafter issued on a parity with the Outstanding PFC Revenue Hybrid Bonds
are collectively referred to as the "PFC Revenue Hybrid Bonds."

      THE SERIES 2010A/B BONDS SHALL NOT BE DEEMED TO CONSTITUTE A
DEBT OF THE CITY NOR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY.
THE SERIES 2010A/B BONDS SHALL NOT BE PAYABLE FROM OR BE A CHARGE
UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO
THE PAYMENT THEREOF, NOR SHALL THE CITY BE SUBJECT TO ANY
PECUNIARY LIABILITY THEREON.       NO OWNER OR OWNERS OF THE
SERIES 2010A/B BONDS SHALL EVER HAVE THE RIGHT TO COMPEL ANY
EXERCISE OF THE TAXING POWER OF THE CITY TO PAY THE
SERIES 2010A/B BONDS OR THE INTEREST THEREON, NOR TO ENFORCE
PAYMENT OF THE SERIES 2010A/B BONDS AGAINST ANY PROPERTY OF THE
CITY,   EXCEPT     FOR    PLEDGED   REVENUES;   NOR    SHALL  THE
SERIES 2010A/B BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE,
LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY, EXCEPT FOR THE
AMOUNTS PLEDGED TO THE PAYMENT OF THE SERIES 2010A/B BONDS AND
ANY OTHER FUNDS PLEDGED TO SECURE THE PAYMENT OF THE
SERIES 2010A/B BONDS IN THE MANNER SET FORTH IN THE FOURTEENTH
SUPPLEMENTAL BOND ORDINANCE.

Bond Insurance

        The scheduled payment of principal of and interest on the Series 2010A General Revenue
Bonds maturing on January 1, 2021 in the principal amount of $480,000 with a coupon of
3.500%, the Series 2010A General Revenue Bonds maturing on January 1, 2028 in the principal
amount of $1,395,000 with a coupon of 4.250%, the Series 2010A General Revenue Bonds
maturing on January 1, 2035 in the principal amount of $1,775,000 with a coupon of 4.625%, the
Series 2010A General Revenue Bonds maturing on January 1, 2035 in the principal amount of
$18,890,000 with a coupon of 5.00% and the Series 2010A General Revenue Bonds maturing on
January 1, 2040 in the principal amount of $27,915,000 with a coupon of 5.00% (the "Insured
Series 2010A Bonds") when due will be guaranteed under a financial guaranty insurance policy
to be issued concurrently with the delivery of the Insured Series 2010A Bonds by by Assured
Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.). See "BOND
INSURANCE" and "APPENDIX H - SPECIMEN MUNICIPAL BOND INSURANCE
POLICY."




                                              4
The City and Airport Service Region

        The City is the seat of government for the State and Fulton County. The City currently
has a land area of approximately 134 square miles, approximately 94.8% of which is located in
Fulton County and 5.2% of which is located in DeKalb County.

        The primary service region of the Airport is the 8,376-square-mile, 28-county Atlanta-
Sandy Springs-Marietta Metropolitan Statistical Area (the "Atlanta MSA") with an estimated
total population of approximately 5.5 million according to the U.S. Department of Commerce,
Bureau of the Census. Of the 361 metropolitan statistical areas designated by the U.S.
Department of Commerce, Bureau of the Census, the Atlanta MSA is the nation's ninth largest
Metropolitan Statistical Area as of July 1, 2009.

       Over the years, the growth of the City has favorably affected the development of the
Airport and vice versa. In particular, the increased population of the Atlanta MSA has
contributed to the growth of origination and destination traffic at the Airport. For a description
of certain demographics and economic trends in the Atlanta MSA, see
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - AIRPORT SERVICE
REGION and - ECONOMIC BASIS FOR AIRLINE TRAFFIC" attached hereto.

The Airport and Facilities

         The Airport is owned by the City and operated by the City's Department of Aviation (the
"Department of Aviation"). The Airport is classified as a large hub by the Federal Aviation
Administration (the "FAA"), is the principal air carrier airport serving the State and the
southeastern United States and serves as a primary transfer point in the national air transportation
system. According to Airports Council International, in 2009 the Airport was the busiest
passenger airport in the United States with approximately 88.0 million total passengers (enplaned
plus deplaned). The central passenger terminal complex of the Airport (the "CPTC") consists of
a landside building, five domestic concourses and a 28-gate international concourse. A
5,800-foot-long underground transportation mall accommodates an automated guideway transit
system and pedestrian walkways that connect the landside building with the concourses. The
combination of Atlanta's geographic location, the facilities provided at the Airport and Delta Air
Lines, Inc.'s ("Delta") and AirTran Airways, Inc.'s ("AirTran") strategies of concentrating much
of their service through Atlanta has resulted in the Airport becoming the busiest and most
important airline hub in the nation. For additional information concerning the Airport and the
facilities at the Airport, see "THE AIRPORT" herein and "APPENDIX A - REPORT OF THE
AIRPORT CONSULTANT" attached hereto.

       As of July 2010, AirTran and Delta, together with its Delta Connection affiliates,
accounted for 93.5% of scheduled departing seats at the Airport. In September 2010, Southwest
Airlines announced a proposal to acquire AirTran for $1.4 billion in cash and stock. The
combined airline would be called Southwest, adopt Southwest's branding and service policies,
and be the largest U.S. airline as measured by domestic passengers carried. See "THE
AIRPORT - Airlines Serving the Airport" herein and "APPENDIX A - REPORT OF THE
AIRPORT CONSULTANT" attached hereto.




                                                 5
Report of the Airport Consultant

       LeighFisher (the "Airport Consultant") has prepared its report dated October 21, 2010
(the "Report of the Airport Consultant") in connection with the issuance of the Series 2010A/B
Bonds, which report is attached hereto as "APPENDIX A - REPORT OF THE AIRPORT
CONSULTANT." The Report of the Airport Consultant provides information with respect to the
Airport, historical and forecast aviation activity, the Capital Improvement Plan and financial and
other factors that may affect the payment of the debt service requirements on indebtedness
related to the Airport, including the Series 2010A/B Bonds. The Report of the Airport
Consultant also presents forecasts of financial results for the Airport through Fiscal Year 2015,
including the forecast sufficiency of General Revenues to pay debt service on the Series 2010A
General Revenue Bonds, the 2011 Refunding Bonds and the 2011 New Money Bonds, the
forecast sufficiency of PFC Revenues to pay debt service on the Series 2010B PFC Revenue
Hybrid Bonds, and compliance with the applicable Additional Bonds test of the Bond Ordinance
with regard to the issuance of the Series 2010A/B Bonds and the 2011 Refunding Bonds. For
additional information on historical and forecast Revenues of the Airport, see
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT."

Continuing Disclosure

        In order to provide continuing disclosure with respect to the Series 2010A/B Bonds in
accordance with Rule 15c2-12 promulgated by the Securities and Exchange Commission (the
"SEC") and as in effect on the date hereof (the "Rule"), simultaneously with the issuance of the
Series 2010A/B Bonds the City will execute a Continuing Disclosure Agreement by and between
the City and Digital Assurance Certification, L.L.C. ("DAC") in order to assist the Underwriters
in complying with the Rule (the "Disclosure Agreement") and under which the City has
designated DAC as initial disclosure dissemination agent. The annual report and notices of
material events (as described in the Disclosure Agreement) will be filed by DAC, on behalf of
the City, with the centralized information repository developed and operated by the MSRB
through the Electronic Municipal Market Access system ("EMMA"), in an electronic format
prescribed by the MSRB.               See "CONTINUING DISCLOSURE" herein and
"APPENDIX G - FORM OF CONTINUING DISCLOSURE AGREEMENT" attached hereto.

Other Information

        This Official Statement and the Appendices attached hereto contain brief descriptions of,
among other matters, the City, the Airport, the Series 2010A/B Bonds, and the security and
sources of payment for the Series 2010A/B Bonds. Such descriptions and information do not
purport to be comprehensive or definitive. The summaries of various constitutional provisions,
statutes, the Bond Ordinance, the Report of the Airport Consultant, the Airport Use Agreements
(as defined herein), the CPTC Leases (as defined herein), the Disclosure Agreement and other
documents are intended as summaries only and are qualified in their entirety by reference to such
documents, and references herein to the Series 2010A/B Bonds are qualified in their entirety to
the form thereof included in the Bond Ordinance. Copies of the Bond Ordinance, the Report of
the Airport Consultant, the Airport Use Agreements, the CPTC Leases, the Disclosure
Agreement and other relevant documents and information are available, upon written request and
payment of a charge for copying, mailing and handling, from Chief Financial Officer,


                                                6
Department of Finance, 68 Mitchell Street, S.W., Suite 1100, South Tower, Atlanta, Georgia
30303, telephone (404) 330-6454.


                                       PLAN OF FINANCE

        The Series 2010A/B Bonds are being issued under the Bond Ordinance in order to:
(a) provide financing for a portion of the Capital Improvement Plan consisting of the acquisition,
construction and installation of the Maynard H. Jackson, Jr. International Terminal, including,
but not limited to, its superstructure, passenger support facilities, airline facilities, ticketing and
check-in facilities, passenger security screening system and facilities, concession spaces,
elevators, utilities, mechanical, engineering and plumbing systems, roadway system, automated
people mover (APM) system, baggage handling screening system and facilities, a terminal
parking structure, a U.S. Customs and Border Protection (CBP) facility expansion, a two-level
curbfront, passenger loading bridges, underground passenger/baggage connector to the existing
international concourse and embankment structures, and acquisition of land to provide long term
parking and to provide a buffer for protection runway approach and departure, together with all
other ancillary facilities required in the opinion of the Aviation General Manager for the
operation of the Maynard H. Jackson Jr. International Terminal (the "2010 Project"), (b) fund the
increase in the Debt Service Reserve Requirement for Senior Lien General Revenue Bonds
resulting from the issuance of the Series 2010A General Revenue Bonds, (c) fund the increase in
the Debt Service Requirement for PFC Revenue Hybrid Bonds resulting from the issuance of the
Series 2010B PFC Revenue Hybrid Bonds, (d) fund capitalized interest with respect to the
Series 2010A General Revenue Bonds and the portions of the Series 2000 Bonds, the Series
2004A/B Bonds and the Series 2004F/G Bonds used to fund a portion of the costs of the 2010
Project (collectively, the "Prior 2010 Project Bonds") and (e) pay certain costs of issuance with
respect to the Series 2010A/B Bonds. See "THE AIRPORT - Capital Improvement Plan" herein.

        In addition to the issuance of the Series 2010A/B Bonds, the City contemplates issuing
the 2011 Refunding Bonds and the 2011 New Money Bonds and may issue Additional Bonds on
a parity with the Senior Lien General Revenue Bonds or the PFC Revenue Hybrid Bonds. See
"OUTSTANDING BONDS AND OTHER OBLIGATIONS OF THE AIRPORT - Issuance of
Additional Obligations " herein. See also, "APPENDIX A  REPORT OF THE AIRPORT
CONSULTANT - FINANCIAL ANALYSIS."


                                 THE SERIES 2010A/B BONDS

Description

        The Series 2010A/B Bonds will be dated the dates of their issuance and delivery and will
bear interest from the dated dates thereof at the rates set forth on the inside cover of this Official
Statement, payable semiannually on January 1 and July 1, commencing on July 1, 2011.
Principal on the Series 2010A General Revenue Bonds is payable on January 1 of each year,
commencing January 1, 2014. Principal on the Series 2010B PFC Revenue Hybrid Bonds is
payable on January 1 of each year, commencing January 1, 2013. The Series 2010A/B Bonds
are subject to redemption as set forth below, and will mature on the dates and in the amounts set



                                                  7
forth on the inside cover of this Official Statement. The principal of and interest on the
Series 2010A/B Bonds will be payable upon the presentation and surrender of the
Series 2010A/B Bonds at the principal corporate trust office of the Paying Agent.

        The Series 2010A/B Bonds are issuable only as fully registered bonds, without coupons,
in denominations of $5,000 or any integral multiple thereof. Purchases of beneficial ownership
interests in the Series 2010A/B Bonds will be made in book-entry only form, and purchasers will
not receive physical delivery of bond certificates representing the beneficial ownership interests
in the Series 2010A/B Bonds so purchased. If the book-entry system is discontinued, the
Series 2010A/B Bonds will be delivered as described in the Fourteenth Supplemental Bond
Ordinance and Beneficial Owners will become the registered owners of the Series 2010A/B
Bonds. See "BOOK-ENTRY ONLY SYSTEM" herein.

Redemption Provisions

       Optional Redemption - Series 2010A/B Bonds. The Series 2010A/B Bonds maturing
on and after January 1, 2021 are subject to optional redemption prior to maturity at the option of
the City on or after January 1, 2020, in whole or in part at any time at a redemption price of
100% of the principal amount being redeemed, plus accrued interest to the redemption date.

        Mandatory Redemption - Series 2010A General Revenue Bonds. The Series 2010A
General Revenue Bonds maturing in the following years are subject to mandatory redemption
prior to maturity by application of payments from the Sinking Fund, in accordance with the Bond
Ordinance in authorized denominations of $5,000 and integral multiples thereof on January 1 in
each of the years and in the principal amounts set forth below, at a redemption price equal to the
principal amount redeemed plus accrued interest to the date fixed for redemption:

             Series 2010A General Revenue Bonds Maturing January 1, 2035
                 (With a coupon of 5.000% and CUSIP No. 04780MKZ1)

                         Redemption Dates
                           (January 1)              Principal Amount
                              2031                     $3,610,000
                              2032                      3,795,000
                              2033                      3,990,000
                              2034                      4,195,000
                              2035*                     4,410,000
                     ____________________
                     *
                       Maturity.




                                                8
                     Series 2010A General Revenue Bonds Maturing January 1, 2035—
                       (With a coupon of 4.625% and CUSIP No. 04780MLB3)

                           Redemption Dates
                             (January 1)           Principal Amount
                                2031                   $320,000
                                2032                    335,000
                                2033                    355,000
                                2034                    370,000
                                2035*                   395,000
                        ____________________
                        *
                          Maturity.

                     Series 2010A General Revenue Bonds Maturing January 1, 2035
                      (With a coupon of 4.750% and CUSIP No. 04780MLC1)

                           Redemption Dates
                             (January 1)           Principal Amount
                                2031                   $105,000
                                2032                    110,000
                                2033                    115,000
                                2034                    120,000
                                2035*                   130,000
                        ____________________
                        *
                          Maturity.

                     Series 2010A General Revenue Bonds Maturing January 1, 2035—
                       (With a coupon of 5.000% and CUSIP No. 04780MLP2)

                           Redemption Dates
                             (January 1)           Principal Amount
                                2031                 $3,415,000
                                2032                   3,585,000
                                2033                   3,770,000
                                2034                   3,965,000
                                2035*                  4,155,000
                        ____________________
                        *
                          Maturity.




—
    Insured Bonds.



                                               9
                     Series 2010A General Revenue Bonds Maturing January 1, 2040—
                      (With a coupon of 5.000% and CUSIP No. 04780MLA5)

                           Redemption Dates
                             (January 1)             Principal Amount
                                2036                    $5,040,000
                                2037                     5,300,000
                                2038                     5,565,000
                                2039                     5,850,000
                                2040*                    6,160,000
                        ____________________
                        *
                          Maturity.

                     Series 2010A General Revenue Bonds Maturing January 1, 2040
                      (With a coupon of 5.000% and CUSIP No. 04780MLM9)

                           Redemption Dates
                             (January 1)             Principal Amount
                                2036                    $4,510,000
                                2037                     4,745,000
                                2038                     4,990,000
                                2039                     5,245,000
                                2040*                    5,510,000
                        ____________________
                        *
                          Maturity.

      Mandatory Redemption - Series 2010B PFC Revenue Bonds. The Series 2010B PFC
Revenue Bonds are not subject to mandatory redemption prior to maturity.

Notice of Redemption

        Notice of redemption, unless waived, is to be given by first class mail at least 30 days and
not more than 60 days prior to the date fixed for redemption to the registered owner of each
Series 2010A/B Bond to be redeemed at the address shown on the Bond Register or at such other
address as is furnished in writing by such registered owner to the Bond Registrar. While the
Series 2010A/B Bonds are held in a book-entry only system of registration, notice of redemption
will be sent to Cede & Co. See "BOOK-ENTRY ONLY SYSTEM" herein. All such
Series 2010A/B Bonds called for redemption and for the retirement of which funds are duly
provided shall, on the redemption date designated in such notice, become and be due and payable
at the redemption price provided for redemption of such Series 2010A/B Bonds on such date,
and interest on the Series 2010A/B Bonds or portions of Series 2010A/B Bonds so called for
redemption shall cease to accrue, such Series 2010A/B Bonds or portions of Series 2010A/B
Bonds shall cease to be entitled to any lien, benefit, or security under the Bond Ordinance, and
the owners of such Series 2010A/B Bonds or portions of Series 2010A/B Bonds shall have no
rights in respect thereof except to receive payment of the redemption price. The Bond Ordinance

—
    Insured Bonds.



                                                10
permits optional redemptions as described in the Bond Ordinance to be conditioned on the
occurrence of particular events and, if a redemption is so conditioned, the notice thereof will
specify the terms of such conditional redemption. Any defect in any notice of redemption shall
not affect the validity of proceedings for the redemption of any Series 2010A/B Bonds.

       In connection with any notice of redemption provided in accordance with the Bond
Ordinance, notice of such redemption shall also be sent by the Paying Agent by first class mail,
overnight delivery service or other secure overnight means, postage prepaid, to any Rating
Agency then rating the Series 2010A/B Bonds, the securities depository, any relevant
remarketing agent or broker-dealers, and to at least two of the Information Services that
disseminate securities redemption notices, in each case not later than the mailing of notice
required herein.

Registration Provisions; Transfer and Exchange

        The City has established a book-entry system of registration for the Series 2010A/B
Bonds. Except as specifically provided otherwise in the Bond Ordinance, an agent will hold the
Series 2010A/B Bonds on behalf of the Beneficial Owners. By acceptance of a confirmation of
purchase, delivery, or transfer, the Beneficial Owners shall be deemed to have agreed to such
arrangement. While the Series 2010A/B Bonds are in the book-entry system of registration, the
Bond Ordinance provides special provisions relating to the Series 2010A/B Bonds that override
certain other provisions of the Bond Ordinance. See "BOOK-ENTRY ONLY SYSTEM" herein.

        The City shall cause the Bond Register for the registration and for the transfer of the
Series 2010A/B Bonds as provided in the Bond Ordinance to be kept by the Bond Registrar. The
Series 2010A/B Bonds shall be registered as to principal and interest on the Bond Register upon
presentation thereof to the Bond Registrar which shall make notation of such registration
thereon; provided that the City reserves the right to issue coupon Series 2010A/B Bonds payable
to bearer whenever to do so would not result in any adverse federal tax consequences. The
Series 2010A/B Bonds may be transferred by surrender for transfer at the principal corporate
trust office of the Bond Registrar, duly endorsed for transfer or accompanied by an assignment
duly executed by the registered owner or the registered owner's attorney duly authorized in
writing. The City shall cause to be executed and the Bond Registrar shall authenticate and
deliver in the name of the transferee or transferees a new Series 2010A/B Bond or
Series 2010A/B Bonds of the same series, maturity, interest rate, aggregate principal amount,
and tenor, of any authorized denomination or denominations, and bearing numbers not then
outstanding.

       The Series 2010A/B Bonds may be exchanged at the principal corporate trust office of
the Bond Registrar for a like aggregate principal amount of Series 2010A/B Bonds of other
authorized denominations of the same series, maturity, and interest rate, and bearing numbers not
then outstanding. The City shall cause to be executed and the Bond Registrar shall authenticate
and deliver Series 2010A/B Bonds which the Bondholder making the exchange is entitled to
receive.

      The Bond Registrar shall not be required to transfer or exchange any Series 2010A/B
Bond after notice calling such Series 2010A/B Bond for redemption has been given or during the


                                               11
period of 15 days (whether or not a business day for the Bond Registrar, but excluding the date
of giving such notice of redemption and including such 15th day) immediately preceding the
giving of such notice of redemption.

        In any exchange or registration of transfer of any Series 2010A/B Bond, the owner of the
Series 2010A/B Bond shall not be required to pay any charge or fee; provided, however, if and to
whatever extent any tax or governmental charge is at any time imposed on any such exchange or
transfer, the City or the Bond Registrar may require payment of a sum sufficient for such tax or
charge. All Series 2010A/B Bonds surrendered for exchange or transfer of registration shall be
cancelled and destroyed by the Bond Registrar in accordance with the Bond Ordinance.


                               BOOK-ENTRY ONLY SYSTEM

       The information in this section concerning The Depository Trust Company, New York,
New York ("DTC") and DTC's book-entry system has been obtained from DTC and neither the
City nor the Underwriters make any representation or warranty or take any responsibility for the
accuracy or completeness of such information.

        DTC will act as securities depository for the Series 2010A/B Bonds.                    The
Series 2010A/B Bonds will be issued as fully-registered securities registered in the name of
Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Series 2010A/B Bond certificate will be
issued for each maturity of the Series 2010A/B Bond as set forth in the inside cover of this
Official Statement, each in the aggregate principal amount of such maturity and will be deposited
with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one
certificate will be issued with respect to each $500 million of principal amount, and an additional
certificate will be issued with respect to any remaining principal amount of such issue.

        DTC is a limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for U.S. and
non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that
DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding
company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing
Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to others such as both U.S.
and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations
that clear through or maintain a custodial relationship with a Direct Participant, either directly or


                                                 12
indirectly ("Indirect Participants"). The DTC Rules applicable to its Participants are on file with
the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.

        Purchases of Series 2010A/B Bonds under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Series 2010A/B Bonds on DTC's records.
The ownership interest of each Beneficial Owner is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written confirmation from
DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Series 2010A/B Bonds are to be
accomplished by entries made on the books of Direct and Indirect Participants acting on behalf
of Beneficial Owners. Beneficial Owners will not receive certificates representing their
ownership interests in the Series 2010A/B Bonds, except in the event that use of the book-entry
system for the Series 2010A/B Bonds is discontinued.

        To facilitate subsequent transfers, all Series 2010A/B Bonds deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or
such other name as may be requested by an authorized representative of DTC. The deposit of the
Series 2010A/B Bonds with DTC and their registration in the name of Cede & Co. or such other
DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners; DTC's records reflect only the identity of the Direct Participants to
whose accounts such Series 2010A/B Bonds are credited, which may or may not be the
Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping
account of their holdings on behalf of their customers.

        Conveyance of notices and other communications by DTC to Direct Participants, by
Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Beneficial Owners may wish to
take certain steps to augment the transmission to them of notices of significant events with
respect to the Series 2010A/B Bonds, such as redemptions, tenders, defaults, and proposed
amendments to the security documents. For example, Beneficial Owners may wish to ascertain
that the nominee holding the Series 2010A/B Bonds for their benefit has agreed to obtain and
transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of the notices be
provided directly to them.

       Redemption notices shall be sent to DTC. If less than all of the Series 2010A/B Bonds
within a series or maturity of a series are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such series or maturity to be redeemed.

       Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to the Series 2010A/B Bonds unless authorized by a Direct Participant in accordance
with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or



                                                 13
voting rights to those Direct Participants to whose accounts Series 2010A/B Bonds are credited
on the record date (identified in a listing attached to the Omnibus Proxy).

        Principal, premium, if any, and interest payments on the Series 2010A/B Bonds will be
made to Cede & Co., or such other nominee as may be requested by an authorized representative
of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds
and corresponding detail information from the City or the Paying Agent on the payment date in
accordance with their respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such Participant and not of DTC nor its nominee, the
Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal, premium, if any, and interest on the Series 2010A/B
Bonds, as applicable, to Cede & Co. (or such other nominee as may be requested by an
authorized representative of DTC) is the responsibility of the City and/or the Paying Agent,
disbursement of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

        DTC may discontinue providing its services as depository with respect to the
Series 2010A/B Bonds at any time by giving reasonable notice to City or Paying Agent. Under
such circumstances, in the event that a successor depository is not obtained, Series 2010A/B
Bonds certificates are required to be printed and delivered.

        The City may decide to discontinue use of the system of book-entry-only transfers
through DTC (or a successor securities depository). In that event, Series 2010A/B Bond
certificates will be printed and delivered to DTC.




                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                               14
                                     ESTIMATED SOURCES AND USES OF FUNDS

      The proceeds of the Series 2010A/B Bonds and the estimated uses of such funds are
shown below:

                                                                                         Series 2010B
                                                                  Series 2010A               PFC
                                                                    General             Revenue Hybrid
                                                                 Revenue Bonds              Bonds                         Total
   SOURCES OF FUNDS:
         Par Amount                                             $177,990,000.00          $409,810,000.00           $587,800,000.00
         Net Original Issue Premium                                 7,157,756.80            37,961,117.40             45,118,874.20

                         TOTAL SOURCES OF FUNDS                 $185,147,756.80          $447,771,117.40           $632,918,874.20

                   USES OF FUNDS:
         Project Fund Deposits                                  $136,000,000.00          $400,000,000.00           $536,000,000.00
         Capitalized Interest Fund Deposit with respect
         to the Series 2010A General Revenue Bonds                 12,336,309.38                                      12,336,309.38
         Capitalized Interest Fund Deposit with respect
         to the Prior 2010 Project Bonds                           16,400,000.00                                      16,400,000.00
         Deposit to General Revenue
         Bond Debt Service Reserve Subaccount                      18,514,775.68                                      18,514,775.68
         Deposit to PFC Revenue
         Bond Debt Service Reserve Subaccount                                               44,127,312.50             44,127,312.50
                               (1)
         Cost of Issuance                                           1,896,671.74             3,643,804.90               5,540,476.64

             TOTAL USES OF FUNDS                                $185,147,756.80          $447,771,117.40           $632,918,874.20


   ______________________________
   (1)
          Includes Underwriters' discount, legal and accounting fees, financial advisor and consultant fees, rating agency fees, printing
           costs, bond insurance premium, validation court costs, and other fees and costs.




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                                                                      15
    SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS

Series 2010A General Revenue Bonds; Pledge of General Revenues

         The Series 2010A General Revenue Bonds are being issued as General Revenue Bonds
under the Master Bond Ordinance and are payable from and secured by a Senior Lien on the
portion of Revenues of the Airport constituting General Revenues. The Bond Ordinance defines
"General Revenues" to mean all Revenues of the Airport other than PFC Revenues, Special
Purpose Revenues and Released Revenues. "Revenues" are defined in the Bond Ordinance as
(a) all revenues, income, receipts and money derived from the ownership and operation of the
Airport, including without limitation all rentals, charges, landing fees, use charges and
concession revenue received by or on behalf of the City, income received from, and gained from,
securities and other investments and amounts earned on amounts deposited in funds and accounts
under the Bond Ordinance or otherwise maintained with respect to the Airport, and (b) all gifts,
grants, reimbursements or payments received from governmental units or public agencies for the
benefit of the Airport which are (y) not restricted by law or the payor to application for a
particular purpose other than payment of certain Bonds or Contracts and (z) otherwise lawfully
available for payment of Bonds or Contracts. The term "Revenues" does not include proceeds of
insurance so long as such proceeds are to be paid to a party separate from the City in respect of a
liability or are to be used to repair or replace portions of the Airport. General Revenues are
primarily derived from fees and rentals paid pursuant to leases and agreements between the
airlines or concessionaires and the City. See "INFORMATION CONCERNING GENERAL
REVENUES," "THE AIRPORT" and "AIRPORT FINANCIAL INFORMATION - Analysis of
Airport Operations" herein, "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT"
and "APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL
AIRPORT LEASES AND AGREEMENTS" attached hereto. For a detailed description of the
application of General Revenues as required by the Bond Ordinance, see
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE"
attached hereto.

        Under the Bond Ordinance, all Revenues except PFC Revenues, Special Purpose
Revenues, and Released Revenues are to be deposited into the Revenue Fund and allocated to the
appropriate accounts therein including the General Revenue Account. Amounts deposited into
the General Revenue Account are applied or deposited into the funds, accounts, and subaccounts
established under the Bond Ordinance, and used as follows:

        Operating Expenses. Pay all expenses reasonably incurred in operating, maintaining, and
repairing Airport facilities.

      Sinking Fund. Make payments into the Interest and Principal Subaccounts of the
Payments Account to meet all Debt Service Requirements of General Revenue Bonds.

       Debt Service Reserve Account. Make any payments into the Debt Service Reserve
Subaccounts needed to meet the Debt Service Reserve Requirement for each series of Bonds
which has a Debt Service Reserve Requirement.




                                                16
      Rebate Account. Make any payments due to the U.S. government as arbitrage rebate
payments.

        Renewal and Extension Fund. Amounts remaining after all other funding requirements
of the Bond Ordinance have been met are retained for other Airport purposes, including, funding
capital improvements to the Airport, funding operating and other reserve accounts and
redeeming or purchasing Bonds prior to their maturities.

       General Revenue Enhancement Subaccount. Amounts may also be transferred from the
Renewal and Extension Fund to the General Revenue Enhancement Subaccount. Any amounts
on deposit in this subaccount are accounted for as General Revenues in computing the coverage
of Debt Service Requirements of General Revenue Bonds by Net Revenues.

       For additional information on the flow of funds relating to General Revenues, see
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE"
attached hereto.

        The primary source of General Revenues are the landing fees and terminal rentals paid by
the airlines pursuant to the Airport Use Agreements and the CPTC Leases. The term of the
Airport Use Agreements and the CPTC Leases were scheduled to expire on September 20, 2010,
however, the City has entered into the hereinafter described Extended and Amended Airline
Agreements with Delta, AirTran and Atlantic Southeast Airlines ("Atlantic Southeast") which
extend the term of and revise certain provisions contained in the Airport Use Agreements and the
CPTC Leases with such airlines and the City intends to enter into amendments to the Airport Use
Agreements and the CPTC Leases with most of the other airlines serving the Airport which will
have substantially similar provisions to those in the Extended and Amended Airline Agreements
and the hereinafter described October 2010 Amendments.                    See "INFORMATION
CONCERNING GENERAL REVENUES - Certain Agreements Affecting General Revenues"
herein. For a summary of the key provisions of the Proposed Amended Airline Agreements (as
defined herein) and the forecasted impact of the provisions thereof, see
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - AIRLINE AGREEMENTS"
attached hereto.

        The Series 2010A General Revenue Bonds will not be secured by PFC Revenues,
Special Purpose Revenues or Released Revenues, any of which may be pledged to secure
other bonds and obligations under the Bond Ordinance. The Bond Ordinance provides that,
under certain circumstances, additional separable categories or portions of General Revenues
(such as the herein described CFC Revenues) may be withdrawn from General Revenues and
thereafter be treated as Released Revenues for all purposes, including ceasing to secure the
Series 2010A General Revenue Bonds. In addition, the Bond Ordinance permits, under certain
circumstances, the issuance of Additional Bonds secured on a parity with the Series 2010A
General Revenue Bonds as to the lien on General Revenues. See "APPENDIX C - SUMMARY
OF CERTAIN PROVISIONS OF THE BOND ORDINANCE" herein.




                                              17
Series 2010B PFC Revenue Hybrid Bonds; Pledge of PFC Revenues and Subordinate
Pledge of General Revenues

       The Series 2010B PFC Revenue Hybrid Bonds are being issued as Hybrid Bonds under
the Bond Ordinance secured on a parity with the Outstanding PFC Revenue Hybrid Bonds by a
pledge of and lien on the portion of Revenues of the Airport constituting PFC Revenues, and by
a Subordinate Lien on the portion of Revenues of the Airport constituting General Revenues.
The Bond Ordinance defines "PFC Revenues" to mean all income and revenues received by or
required to be remitted to the City from the Passenger Facility Charges imposed by the City
pursuant to the PFC Enabling Acts, the PFC Regulations and ordinance of the City adopted on
February 26, 1997, including any interest earned after such charges have been remitted to the
City as provided in the PFC Regulations, all of which may be pledged pursuant to the
PFC Enabling Acts and PFC Regulations. The term "PFC Revenues" also includes any interest
or other gain in any of the accounts or subaccounts created in the Bond Ordinance or in any
Supplemental Ordinance resulting from any investments and reinvestments of PFC Revenues.

        Under the Bond Ordinance, all PFC Revenues are deposited into the PFC Revenue Fund
and used to pay the approved costs of PFC Facilities, either directly or as debt service on PFC
Revenue Bonds. Pursuant to the Bond Ordinance, amounts remaining in the PFC Revenue Fund
after the payment of project costs (together with any amounts in the PFC Revenue Bond Account
of the Sinking Fund) must, at all times, be sufficient to cover debt service payments to be made
on all PFC Revenue Bonds during the succeeding year. Amounts in the PFC Revenue Fund may
also be transferred to the PFC Revenue Enhancement Account. Any amounts on deposit in the
PFC Revenue Enhancement Account are accounted for as PFC Revenues in computing the
coverage of Debt Service Requirements of PFC Revenue Bonds by PFC Revenues. For
additional information on the flow of funds relating to PFC Revenues, see
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE"
attached hereto.

        As to the pledge of General Revenues, the Series 2010B PFC Revenue Hybrid Bonds will
be subordinate in right of payment to the Senior Lien General Revenue Bonds, including the
Series 2010A General Revenue Bonds.

       Additional Bonds secured by a Senior Lien on PFC Revenues, on a parity with the
PFC Revenue Hybrid Bonds, including the Series 2010B PFC Revenue Hybrid Bonds, may be
issued under the Bond Ordinance, but only if such Additional Bonds are issued as Hybrid Bonds
having a Senior Lien on PFC Revenues and a Subordinate Lien on General Revenues.
Additional Bonds secured by a Subordinate Lien on General Revenues only on a parity with the
Subordinate Lien on General Revenues securing the Outstanding PFC Revenue Hybrid Bonds
may also be issued under the Bond Ordinance.

     For additional information, see "INFORMATION CONCERNING GENERAL
REVENUES," "INFORMATION CONCERNING PFC REVENUES," and "AIRPORT
FINANCIAL    INFORMATION - Analysis     of   Airport   Operations"     herein    and
"APPENDIX A - REPORT       OF      THE     AIRPORT       CONSULTANT"             and
"APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL AIRPORT
LEASES AND AGREEMENTS" attached hereto. For a detailed description of the application


                                              18
of General Revenues and PFC Revenues as required by the Bond Ordinance, see
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE"
attached hereto.

       The Series 2010B PFC Revenue Hybrid Bonds will not be secured by Special
Purpose Revenues or Released Revenues, which may be pledged to secure other bonds and
obligations under the Bond Ordinance. The Bond Ordinance provides that, under certain
circumstances, additional separate categories or portions of PFC Revenues as well as General
Revenues may be withdrawn from PFC Revenues and/or General Revenues (such as the herein
described CFC Revenues) and thereafter be treated as Released Revenues for all purposes,
including ceasing to secure the Series 2010B PFC Revenue Hybrid Bonds. See "SECURITY
AND SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS - Additional Bonds"
and APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND
ORDINANCE - Released Revenues."

Debt Service Reserve Accounts

        Series 2010A General Revenue Bonds. A separate subaccount has been established in the
Debt Service Reserve Account for the Series 2010A General Revenue Bonds and the
Outstanding Senior Lien General Revenue Bonds. The Debt Service Reserve Requirement for
the Series 2010A General Revenue Bonds, the Outstanding Senior Lien General Revenue Bonds
and for any series of Bonds issued pursuant to the Bond Ordinance as Additional Bonds with a
Senior Lien on General Revenues, is the aggregate sum of, for each series of Bonds so secured,
the lesser of (i) 125 percent of the average annual Debt Service Requirement, (ii) the Maximum
Annual Debt Service Requirement and (iii) 10 percent of the original issue price. The
subaccount(s) in the Debt Service Reserve Account securing the Outstanding Senior Lien
General Revenue Bonds and the Series 2010A General Revenue Bonds will not secure the
Series 2010B PFC Revenue Hybrid Bonds. See "SECURITY AND SOURCES OF THE
PAYMENT FOR THE SERIES 2010A/B BONDS - Proposed Amendments to the Master Bond
Ordinance" herein for a description of the proposed amendment to the definition of the Debt
Service Reserve Requirement for General Revenue Bonds, which amendment will not become
effective as to each class of Bonds Outstanding until the City's receipt of the requisite consent
thereto of either all of the Credit Issuers for such class of Bonds Outstanding or the Bondholders
of more than 50 percent of the principal amount of such class of Bonds Outstanding.

        As a result of ratings downgrades experienced by a Reserve Account Credit Facility
Provider securing Outstanding Senior Lien General Revenue Bonds, the City has experienced
shortfalls in the amount required to be maintained in the Debt Service Reserve Account relating
to the Senior Lien General Revenue Bonds. In order to meet the Debt Service Reserve
Requirement established under the Bond Ordinance for the Senior Lien General Revenue Bonds,
the City has made numerous monthly cash deposits into the Debt Service Reserve Account for
the Outstanding Senior Lien General Revenue Bonds. Notwithstanding the fact that the City has
been cash funding the resultant shortfalls in the Debt Service Reserve Requirement for the
Outstanding Senior Lien General Revenue Bonds, the City continues to have the legal right to
draw on the Reserve Account Credit Facilities currently on deposit in the Debt Service Reserve
Account for the Outstanding Senior Lien General Revenue Bonds.                 See "AIRPORT
FINANCIAL INFORMATION - Funding of the Debt Service Reserve Requirement" herein.


                                               19
        The Debt Service Reserve Requirement for the Senior Lien General Revenue Bonds will
be satisfied by a Reserve Account Credit Facility and cash deposits to the Debt Service Reserve
Account for the Senior Lien General Revenue Bonds as described under the caption "AIRPORT
FINANCIAL INFORMATION – Funding of the Debt Service Requirement" herein and from the
proceeds of the Series 2010A General Revenue Bonds on the date of delivery thereof. As a
result of these deposits, the City is currently in compliance with the Bond Ordinance provisions
related to the Debt Service Reserve Requirement for the Outstanding Senior Lien General
Revenue Bonds.

        Series 2010B PFC Revenue Hybrid Bonds. A separate subaccount has been established
in the Debt Service Reserve Account for the Series 2010B PFC Revenue Hybrid Bonds and the
Outstanding PFC Revenue Hybrid Bonds. The Debt Service Reserve Requirement for the
Outstanding PFC Revenue Hybrid Bonds and for any Additional Bonds issued pursuant to the
Bond Ordinance as Hybrid Bonds with a Senior Lien on PFC Revenues and a Subordinate Lien
on General Revenues is the aggregate sum of, for each series of Bonds so secured, the lesser of
(a) 125% of the average annual Debt Service Requirement, (b) the Maximum Annual Debt
Service Requirement, or (c) 10% of the original issue price, provided the specific amount
mandated by such Debt Service Reserve Requirement may be reduced by the City without the
consent of the holders of any Bonds upon receipt of evidence such reduction will not adversely
affect any rating on the Bonds so secured and upon receipt of written consent by the bond
insurers insuring such Bonds. The subaccount in the Debt Service Reserve Account securing the
Series 2010B PFC Revenue Hybrid Bonds and the Outstanding PFC Revenue Hybrid Bonds will
not secure the Series 2010A General Revenue Bonds. See "SECURITY AND SOURCES OF
THE PAYMENT FOR THE SERIES 2010A/B BONDS - Proposed Amendments to the Master
Bond Ordinance" herein for a description of the proposed amendment to the definition of the
Debt Service Reserve Requirement for the PFC Revenue Bonds, which amendment will not
become effective as to each class of Bonds Outstanding until the City's receipt of the requisite
consent thereto of either all of the Credit Issuers for such class of Bonds Outstanding or the
Bondholders of more than 50 percent of the principal amount of such class of Bonds
Outstanding. See "AIRPORT FINANCIAL INFORMATION - Funding of the Debt Service
Reserve Requirement" herein.

        The Debt Service Reserve Requirement for the PFC Revenue Hybrid Bonds will be
satisfied by a Reserve Account Credit Facility and cash deposits to the Debt Service Reserve
Account for the PFC Revenue Hybrid Bonds as described under the caption "AIRPORT
FINANCIAL INFORMATION – Funding of the Debt Service Requirement" herein and from the
proceeds of the Series 2010B PFC Revenue Hybrid Bonds on the date of delivery thereof. As a
result of these deposits, the City is currently in compliance with the Bond Ordinance provisions
related to the Debt Service Reserve Requirement for the Outstanding PFC Revenue Hybrid
Bonds.

       Administration of the Debt Service Reserve Account and the Debt Service Reserve
Requirement. After the issuance of any Additional Bonds, any increases in the Debt Service
Reserve Requirement resulting from the issuance of Additional Bonds secured by an existing
subaccount of the Debt Service Reserve Account will be accumulated, to the extent not covered
by deposits from proceeds of Bonds or funds on hand, over a period not exceeding 61 months
from date of delivery of such Additional Bonds in monthly deposits, none of which is less than


                                              20
1/60 of the amount to be accumulated. The amounts on deposit in each subaccount of the Debt
Service Reserve Account must be maintained at an amount equal to the Debt Service Reserve
Requirement for the related Bonds (or such lesser amount that is required to be accumulated in
such subaccount of the Debt Service Reserve Account in connection with the periodic
accumulation to the Debt Service Reserve Requirement after the issuance of Additional Bonds or
upon the failure of the City to provide a substitute Reserve Account Credit Facility in certain
events).

         The City may elect to satisfy the Debt Service Reserve Requirement for any category of
Bonds in whole or in part by means of a Reserve Account Credit Facility, subject to restrictions
provided in the Bond Ordinance. Any such Reserve Account Credit Facility must be pledged to
the benefit of the owners of all of the Bonds of that category so secured. The City reserves the
right, if it deems it necessary in order to acquire such a Reserve Account Credit Facility, to
amend the Bond Ordinance without the consent of any of the owners of the affected Bonds in
order to grant to the Reserve Account Credit Facility Provider such additional rights as it may
demand, provided that such amendment shall not, in the written opinion of Bond Counsel filed
with the City, impair or reduce the security granted to all or any of the owners of such Bonds or
any of them. The General Revenue Bond Subaccount is a common reserve account for General
Revenue Bonds, including the Outstanding Senior Lien General Revenue Bonds and the
Series 2010A General Revenue Bonds. The PFC Revenue Bond Subaccount is a separate
common reserve account for the PFC Revenue Hybrid Bonds, including the Outstanding
PFC Revenue Hybrid Bonds and the Series 2010B PFC Revenue Hybrid Bonds.

        Amounts on deposit in the various subaccounts in the Debt Service Reserve Account
related to the Senior Lien General Revenue Bonds secure only such Bonds (including the
Series 2010A General Revenue Bonds and the Outstanding Senior Lien General Revenue
Bonds), but such funds do not secure the Series 2010B PFC Revenue Hybrid Bonds. Similarly,
amounts on deposit in the various subaccounts in the Debt Service Reserve Account related to
the PFC Revenue Hybrid Bonds secure only such Bonds (including the Series 2010B PFC
Revenue Hybrid Bonds and the Outstanding PFC Revenue Hybrid Bonds), but such funds do not
secure the Series 2010A General Revenue Bonds.

       For additional details concerning the status of the Debt Service Reserve Account related
to the Outstanding Senior Lien General Revenue Bonds and the Outstanding PFC Revenue
Hybrid Bonds and the use of Reserve Account Credit Facilities to satisfy the applicable Debt
Service Reserve Requirement, see "AIRPORT FINANCIAL INFORMATION - Funding of the
Debt Service Reserve Requirements" herein and "APPENDIX C - SUMMARY OF CERTAIN
PROVISIONS OF THE BOND ORDINANCE" attached hereto.

Provisions Applicable to Hybrid Bonds

       The Bond Ordinance provides that, in determining the Debt Service Requirement on
Hybrid Bonds with a Senior Lien on PFC Revenues and a Subordinate Lien on General
Revenues, such as the Series 2010B PFC Revenue Hybrid Bonds, (a) if the debt service on such
Hybrid Bonds for the relevant period was paid from, or for future periods is expected to be paid
from, General Revenues, such debt service will be taken into account in determining the Debt
Service Requirement for General Revenue Bonds only and will not be taken into account in


                                               21
determining the Debt Service Requirement for PFC Revenue Bonds, notwithstanding the lien of
such Hybrid Bonds on PFC Revenues; and (b) if the debt service on such Hybrid Bonds for the
relevant period was paid from, or for future periods is expected to be paid from, PFC Revenues
(for this purpose, including amounts in the PFC Revenue Enhancement Subaccount), such debt
service will be taken into account in determining the Debt Service Requirement for
PFC Revenue Bonds only and will not be taken into account in determining the debt service
requirement of General Revenue Bonds, notwithstanding the lien of such Hybrid Bonds on
General Revenues.        See "SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2010A/B BONDS - Rate Covenant" herein.

Rate Covenant

         The City has covenanted and agreed that at all times while any Bonds are outstanding and
unpaid to prescribe, fix, maintain, and collect rates, fees, and other charges for the services and
facilities of the Airport to: (a) provide for 100% of the Operating Expenses of the Airport and for
the accumulation in the Revenue Fund of a reasonable reserve therefor, and (b) produce Net
Revenues in each Fiscal Year which will: (i) equal at least 120% (110% without regard to
amounts in the General Revenue Enhancement Subaccount) of the Debt Service Requirement on
all related Bonds then Outstanding for the Sinking Fund Year ending on the next January 1 and
at least 100% of the Debt Service Requirement on all other Bonds payable from related
Revenues then Outstanding for the year of computation, which Bonds include the Outstanding
Senior Lien General Revenue Bonds and the Series 2010A General Revenue Bonds, (ii) enable
the City to make all required payments, if any, into the Debt Service Reserve Account and the
Rebate Account and on Contracts or Other Airport Obligations, (iii) enable the City to
accumulate an amount to be held in the Renewal and Extension Fund which, in the judgment of
the City, is adequate to meet the costs of major renewals, replacements, repairs, additions,
betterments and improvements to the Airport, necessary to keep the same in good operating
condition, or is required by any governmental agency having jurisdiction over the Airport, and
(iv) remedy all deficiencies in required payments into any of the funds and accounts mentioned
in the Bond Ordinance from prior Fiscal Years. The City has covenanted and agreed at all times
while any Bonds are outstanding and unpaid to prescribe, fix, maintain, and collect
PFC Revenues which will equal at least 100%, without regard to amounts in the PFC Revenue
Enhancement Subaccount, of the Debt Service Requirement on all related Bonds then
Outstanding for the Sinking Fund Year ending on the next January 1 and at least 100% of the
Debt Service Requirement on all other Bonds payable from related Revenues then Outstanding
for the year of computation, which Bonds include the Outstanding PFC Revenue Hybrid Bonds
and the Series 2010B PFC Revenue Hybrid Bonds.

        In addition to the foregoing, the Proposed Amendments (as defined herein) contained in
the Thirteenth Supplemental Bond Ordinance include a covenant by the City to have on deposit
in an Operating and Maintenance Reserve Account to be established within the Renewal and
Extension Fund as of the first day of each Fiscal Year, one quarter of the budgeted Operating
Expenses for such Fiscal Year, as determined upon the adoption of the Annual Budget for the
Airport, which amendment will not become effective as to each class of Bonds Outstanding upon
the City's receipt of the requisite consent thereto of either all of the Credit Issuers for such class
of Bonds Outstanding or the Bondholders of more than 50 percent of the principal amount of
such class of Bonds Outstanding. To the extent amounts on deposit in the Operating and


                                                 22
Maintenance Reserve Account are in excess of the required reserve amount set forth in the
immediately preceding sentence, the City may transfer such excess to the Renewal and Extension
Fund. In the event of any withdrawal from the Operating and Maintenance Reserve Account,
other than a withdrawal of excess funds as described above, the City shall deposit monthly into
the Operating and Maintenance Reserve Account an amount equal to one-twelfth of the
aggregate amount of such withdrawal until the balance in the Operating and Maintenance
Reserve Account is at least equal to the required reserve amount.

       The City's ability to prescribe, fix, maintain and collect certain rates, fees and other
charges may be limited by various contractual obligations to third parties. Additionally,
Passenger Facility Charges are being imposed by the City at the maximum rate currently
permitted by the FAA. See "INFORMATION CONCERNING GENERAL REVENUES" and
"INFORMATION             CONCERNING            PFC        REVENUES"            herein      and
"APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL AIRPORT
LEASES AND AGREEMENTS" attached hereto.

Additional Bonds

       The City has the right, subject to certain conditions imposed by the Bond Ordinance, to
issue Additional Bonds secured on a parity with the Senior Lien General Revenue Bonds,
including the Series 2010A General Revenue Bonds and the Outstanding Senior Lien General
Revenue Bonds. The issuance by the City of any such Additional Bonds secured by a Senior
Lien on General Revenues may dilute the security for such Series 2010A General Revenue
Bonds and the Series 2010B PFC Revenue Hybrid Bonds. For a description of the requirements
and conditions for the issuance of any such Additional Bonds, see "APPENDIX C - SUMMARY
OF CERTAIN PROVISIONS OF THE BOND ORDINANCE" attached hereto.                             See
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT" attached hereto for a
presentation of the forecasts which demonstrate compliance with the debt service coverage
requirements under the Bond Ordinance for the issuance of the Series 2010A/B Bonds and the
2011 Refunding Bonds.

       The Bond Ordinance also permits the City to issue Hybrid Bonds if, to the extent such
Bonds will have a Senior Lien on a category of Revenues, the additional bonds test with respect
to Senior Lien Bonds of such category of Revenues (the "Senior Lien Additional Bonds
Requirements") is met, and to the extent such Bonds will have a Subordinate Lien on a category
of Revenues, the additional bonds test with respect to Subordinate Lien Bonds of such category
of Revenues (the "Subordinate Lien Additional Bonds Requirements") is met. For a description
of the requirements and conditions for the issuance of additional Hybrid Bonds, Additional
Bonds with a Subordinate Lien on General Revenues, and the accession of Subordinate Lien
General Revenue Bonds and related Hedge Agreements to the status of complete parity with any
Senior Lien General Revenue Bonds and related Hedge Agreements, among others, see
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE"
attached hereto.

       In addition, the Bond Ordinance permits the issuance of Special Purpose Airport Revenue
Bonds to finance Special Purpose Facilities. As of October 1, 2010, there were no Special
Purpose Airport Revenue Bonds of the City outstanding. The Bond Ordinance also permits the


                                              23
City, upon meeting certain conditions, to create a separable category or portion of revenues,
income, receipts and money relating to a definable service, facility or program of the Airport,
and for such category of revenues to be withdrawn from General Revenues or PFC Revenues and
thereafter treated as Released Revenues for all purposes including the security for Released
Revenue Bonds. To date, the City has created a separate category of Released Revenues for the
revenues generated by the customer facility charge, currently in the amount of $5.00 per day, on
each rental car transaction-day, as charged and collected by the rental car companies and
remitted to the City (the "CFC Revenues") pursuant to an ordinance adopted by the City
effective October 1, 2005. The City has pledged the CFC Revenues to secure its payment
obligations in respect of an Installment Purchase Agreement, dated June 1, 2006, which
payments are being used to pay the principal of, premium (if any) and interest on $216,345,000
in outstanding City of College Park (Georgia) Taxable Revenue Bonds (Hartsfield-Jackson
Atlanta International Airport Consolidated Rental Car Facility Project), Series 2006A and City of
College Park (Georgia) Revenue Bonds (Hartsfield-Jackson Atlanta International Airport
Automated People Mover System Maintenance Facility Project), Series 2006B (collectively, the
"Rental Car Center Bonds") for the purpose of funding a portion of the costs of construction of
the consolidated rental car facility and automated people mover system maintenance facility at
the Airport (the "Rental Car Center"). For a more detailed summary of certain provisions of the
Bond Ordinance relating to Special Purpose Revenues and Released Revenues, see
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE"
attached hereto.

Proposed Amendments to the Master Bond Ordinance

        In addition to authorizing the issuance of 2011 Refunding Bonds and the 2010A/B
Bonds, the Thirteenth Supplemental Bond Ordinance and the Fourteenth Supplemental Bond
Ordinance provide for certain amendments to the Master Bond Ordinance (the "Proposed
Amendments"), including among other things: (a) amendment to definition of "Fiscal Year;" (b)
amendment to add a definition for "Commercial Paper Notes" and "Operating and Maintenance
Reserve Account;" (c) amendment to simplify the calculation of the Debt Service Requirement
for Balloon Bonds from an approach based on the weighted average of the various commercial
paper maturities to an approach based on The Bond Buyer 25 Revenue Bond Index; (d)
amendment to clarify the City's authority to enter into Qualified Hedge Agreements on a parity
with the lien of the related Bonds; (e) amendment to provide for periodic review of the status of
the Debt Service Reserve Account; (f) amendment to add a provision allowing for periodic
reviews of balance in the Debt Service Reserve Account and providing direction for any excess
therein to be transferred to the related Interest Account; (g) amendment to require the City to
maintain an operating and maintenance reserve account; (h) modification of the definition of
"Debt Service Reserve Requirement" for all Senior Lien General Revenue Bonds to permit the
calculation thereof based upon aggregate debt service requirement for all such Outstanding
Bonds with the same lien status and priority, not by tax series; and (i) amendments to strengthen
the requirements which must be met prior to a voluntary sale, transfer or other disposition of the
Airport. The amendments set forth in (a) through (f) above are hereinafter referred to as the
"Technical Amendments" and the amendments set forth in (g) through (i) above are hereinafter
referred to as the "Consent Amendments." In accordance with the terms of the Thirteenth
Supplemental Bond Ordinance, the Technical Amendments will become immediately effective,
as to all Bonds, upon the issuance of the 2011 Refunding Bonds. The Consent Amendments


                                               24
require the consent of the holders of the owners of not less than a majority in aggregate principal
amount of the affected Outstanding Bonds or the consent of the affected Credit Issuer prior to
becoming effective. In accordance with the terms of the Thirteenth Supplemental Bond
Ordinance, the Consent Amendments will become effective as to a class of Bonds Outstanding
until the City's receipt of the requisite consent thereto of either all of the Credit Issuers for such
class of Bonds Outstanding or the Bondholders of more than 50 percent of the principal amount
of such class of Bonds Outstanding. The Proposed Amendment contained in the Fourteenth
Supplemental Bond Ordinance relating to PFC Revenue Bonds, namely, the amendment to the
calculation of the Debt Service Reserve Requirement in respect of PFC Revenue Bonds, will not
become effective as to each class of Bonds Outstanding until the City's receipt of the requisite
consent thereto of either all of the Credit Issuers for such class of Bonds Outstanding or the
Bondholders of more than 50 percent of the principal amount of such class of Bonds
Outstanding.

       By purchasing the Series 2010A/B Bonds, the purchasers will be deemed to have
consented to the Proposed Amendments in the Thirteenth Supplemental Bond Ordinance and the
Fourteenth Supplemental Bond Ordinance. See "SECURITY AND SOURCES OF PAYMENT
FOR THE SERIES 2010A/B BONDS," "APPENDIX B - DEFINITIONS OF CERTAIN
TERMS" and "APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND
ORDINANCE" attached hereto.

Limited Obligations

      THE SERIES 2010A/B BONDS SHALL NOT BE DEEMED TO CONSTITUTE A
DEBT OF THE CITY NOR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY.
THE SERIES 2010A/B BONDS SHALL NOT BE PAYABLE FROM OR BE A CHARGE
UPON ANY FUNDS OTHER THAN THE REVENUES AND AMOUNTS PLEDGED TO
THE PAYMENT THEREOF, NOR SHALL THE CITY BE SUBJECT TO ANY
PECUNIARY LIABILITY THEREON.       NO OWNER OR OWNERS OF THE
SERIES 2010A/B BONDS SHALL EVER HAVE THE RIGHT TO COMPEL ANY
EXERCISE OF THE TAXING POWER OF THE CITY TO PAY THE
SERIES 2010A/B BONDS OR THE INTEREST THEREON, NOR TO ENFORCE
PAYMENT OF THE SERIES 2010A/B BONDS AGAINST ANY PROPERTY OF THE
CITY,   EXCEPT     FOR    PLEDGED   REVENUES;   NOR    SHALL  THE
SERIES 2010A/B BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE,
LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY, EXCEPT FOR THE
AMOUNTS PLEDGED TO THE PAYMENT OF THE SERIES 2010A/B BONDS AND
ANY OTHER FUNDS PLEDGED TO SECURE THE PAYMENT OF THE
SERIES 2010A/B BONDS IN THE MANNER SET FORTH IN THE FOURTEENTH
SUPPLEMENTAL BOND ORDINANCE.




                                                 25
                                       BOND INSURANCE

Bond Insurance Policy

       Concurrently with the issuance of the Insured Series 2010A Bonds, Assured Guaranty
Municipal Corp. (formerly known as Financial Security Assurance Inc.) ("AGM") will issue its
Municipal Bond Insurance Policy for the Insured Series 2010A Bonds (the "Policy"). The Policy
guarantees the scheduled payment of principal of and interest on the Insured Series 2010A Bonds
when due as set forth in the form of the Policy included as Appendix H to this Official
Statement.

     The Policy is not covered by any insurance security or guaranty fund established under
New York, California, Connecticut or Florida insurance law.

Assured Guaranty Municipal Corp. (Formerly Known as Financial Security Assurance
Inc.)

        AGM is a New York domiciled financial guaranty insurance company and a wholly
owned subsidiary of Assured Guaranty Municipal Holdings Inc. ("Holdings"). Holdings is an
indirect subsidiary of Assured Guaranty Ltd. ("AGL"), a Bermuda-based holding company
whose shares are publicly traded and are listed on the New York Stock Exchange under the
symbol "AGO." AGL, through its operating subsidiaries, provides credit enhancement products
to the U.S. and global public finance, infrastructure and structured finance markets. No
shareholder of AGL, Holdings or AGM is liable for the obligations of AGM.

      Effective November 9, 2009, Financial Security Assurance Inc. changed its name to
Assured Guaranty Municipal Corp.

        AGM's financial strength is rated "AA+" (stable outlook) by Standard and Poor's Ratings
Services, a Standard & Poor's Financial Services LLC business ("S&P") and "Aa3" (negative
outlook) by Moody's Investors Service, Inc. ("Moody's"). On February 24, 2010, Fitch, Inc.
("Fitch"), at the request of AGL, withdrew its "AA" (Negative Outlook) insurer financial
strength rating of AGM at the then current rating level. Each rating of AGM should be evaluated
independently. An explanation of the significance of the above ratings may be obtained from the
applicable rating agency. The above ratings are not recommendations to buy, sell or hold any
security, and such ratings are subject to revision or withdrawal at any time by the rating agencies,
including withdrawal initiated at the request of AGM in its sole discretion. Any downward
revision or withdrawal of any of the above ratings may have an adverse effect on the market
price of any security guaranteed by AGM. AGM does not guarantee the market price of the
securities it insures, nor does it guarantee that the ratings on such securities will not be revised or
withdrawn.

       Current Financial Strength Ratings. On October 25, 2010, S&P published a Research
Update in which it downgraded AGM's counterparty credit and financial strength rating from
"AAA" (negative outlook) to "AA+" (stable outlook). Reference is made to the Research
Update, a copy of which is available at www.standardandpoors.com, for the complete text of
S&P's comments.



                                                  26
       In a press release dated February 24, 2010, Fitch announced that, at the request of AGL,
it had withdrawn the "AA" (Negative Outlook) insurer financial strength rating of AGM at the
then current rating level. Reference is made to the press release, a copy of which is available at
www.fitchratings.com, for the complete text of Fitch's comments.

        On December 18, 2009, Moody's issued a press release stating that it had affirmed the
"Aa3" insurance financial strength rating of AGM, with a negative outlook. Reference is made
to the press release, a copy of which is available at www.moodys.com, for the complete text of
Moody's comments.

        There can be no assurance as to any further ratings action that Moody's or S&P may take
with respect to AGM.

        For more information regarding AGM's financial strength ratings and the risks relating
thereto, see AGL's Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
which was filed by AGL with the Securities and Exchange Commission (the "SEC") on March 1,
2010, AGL's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010,
which was filed by AGL with the SEC on May 10, 2010, AGL's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2010, which was filed by AGL with the SEC on
August 9, 2010, and AGL's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2010, which was filed by AGL with the SEC on November 9, 2010.

       Capitalization of AGM. At September 30, 2010, AGM's consolidated policyholders'
surplus and contingency reserves were approximately $2,512,828,657 and its total net unearned
premium reserve was approximately $2,305,542,616, in each case, in accordance with statutory
accounting principles.

        Incorporation of Certain Documents by Reference. Portions of the following documents
filed by AGL with the SEC that relate to AGM are incorporated by reference into this Official
Statement and shall be deemed to be a part hereof:

       (i)     The Annual Report on Form 10-K for the fiscal year ended December 31, 2009
(which was filed by AGL with the SEC on March 1, 2010);

       (ii)  The Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2010 (which was filed by AGL with the SEC on May 10, 2010);

       (iii) The Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010
(which was filed by AGL with the SEC on August 9, 2010); and

       (iv)  The Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2010 (which was filed by AGL with the SEC on November 9, 2010).

        All information relating to AGM included in, or as exhibits to, documents filed by AGL
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, after the
filing of the last document referred to above and before the termination of the offering of the
Insured Series 2010A Bonds shall be deemed incorporated by reference into this Official
Statement and to be a part hereof from the respective dates of filing such documents. Copies of


                                               27
materials incorporated by reference are available over the internet at the SEC's website at
http://www.sec.gov, at AGL's website at http://www.assuredguaranty.com, or will be provided
upon request to Assured Guaranty Municipal Corp. (formerly known as Financial Security
Assurance Inc.): 31 West 52nd Street, New York, New York 10019, Attention: Communications
Department (telephone (212) 826-0100).

       Any information regarding AGM included herein under the caption "BOND
INSURANCE - Assured Guaranty Municipal Corp. (formerly known as Financial Security
Assurance Inc.)" or included in a document incorporated by reference herein (collectively, the
"AGM Information") shall be modified or superseded to the extent that any subsequently
included AGM Information (either directly or through incorporation by reference) modifies or
supersedes such previously included AGM Information. Any AGM Information so modified or
superseded shall not constitute a part of this Official Statement, except as so modified or
superseded.

       AGM makes no representation regarding the Insured Series 2010A Bonds or the
advisability of investing in the Insured Series 2010A Bonds. In addition, AGM has not
independently verified, makes no representation regarding, and does not accept any
responsibility for the accuracy or completeness of this Official Statement or any information or
disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the
information regarding AGM supplied by AGM and presented under the heading "BOND
INSURANCE."


      OUTSTANDING BONDS AND OTHER OBLIGATIONS OF THE AIRPORT

Outstanding Senior Lien General Revenue Bonds

        The Series 2010A General Revenue Bonds will be equally and ratably secured by a
Senior Lien on and pledge of General Revenues on a parity with the Outstanding Senior Lien
General Revenue Bonds and any other Additional Bonds issued on parity therewith under the
Bond Ordinance. The Outstanding Senior Lien General Revenue Bonds are comprised of:
(a) the Airport General Revenue Commercial Paper Notes Series 2005A-1 (AMT) and
Series 2005A-2 (Non-AMT) originally authorized in the aggregate principal amount of up to
$350,000,000 which were reissued and re-designated pursuant to that certain Ninth Supplemental
Bond Ordinance No. 05 O 1717 adopted by the City Council on July 5, 2005 as the same has
been amended and restated by that certain Amended and Restated Ninth Supplemental Bond
adopted by the City Council on July 6, 2010 (the "Ninth Supplemental Bond Ordinance") as the
Airport General Revenue Commercial Paper Notes, Series A-1 and the Airport General Revenue
Commercial Paper Notes, Series A-2 and authorized in the aggregate principal amount of up to
$175,000,000 and the Airport General Revenue Commercial Paper Notes, Series B-1 and the
Airport General Revenue Commercial Paper Notes, Series B-2 and authorized in the aggregate
principal amount of up to $175,000,000 (collectively, the "Series 2010A/B Commercial Paper
Program"), (b) the $32,290,000 original aggregate principal amount of Airport General Revenue
Bonds, Series 2004F (AMT) and $96,175,000 original aggregate principal amount of Airport
General Revenue Bonds, Series 2004G (Non-AMT) (collectively, the "Series 2004F/G Bonds"),
(c) the $164,165,000 original aggregate principal amount of the Airport General Revenue Bonds,


                                              28
Series 2004A (AMT) and $58,655,000 original aggregate principal amount of the Airport
General Revenue Bonds, Series 2004B (Non-AMT) (the "Series 2004A/B Bonds"), (d) the
$86,055,000 original aggregate principal amount of the Airport General Revenue Refunding
Bonds, Series 2003RF-A, the $490,170,000 original aggregate principal amount of the Series
2003RF-B/C Bonds and $118,270,000 original aggregate principal amount of the Airport
General Revenue Refunding Bonds, Series 2003RF-D and (e) the $711,880,000 original
aggregate principal amount of the Airport General Revenue and Refunding Bonds, Series 2000A
(Non-AMT) (the "Series 2000A Bonds"), $96,400,000 original aggregate principal amount of the
Airport General Revenue Refunding Bonds, Series 2000C (Forward AMT) (the "Series 2000C
Bonds") and $201,955,000 original aggregate principal amount of the Airport General Revenue
Bonds, Series 2000B (AMT) (the "Series 2000B Bonds," and together with the Series 2000A
Bonds and the Series 2000C Bonds, the "Series 2000 Bonds"). Prior to the issuance and delivery
of the Series 2010A General Revenue Bonds, the Outstanding Senior Lien General Revenue
Bonds were outstanding in the approximate principal amount of $1,641,942,000, including
amounts currently drawn on the Series 2010A/B Commercial Paper Program.

Outstanding PFC Revenue Hybrid Bonds

        The Series 2010A General Revenue Bonds and the Outstanding Senior Lien General
Revenue Bonds will be senior as to lien on and pledge of General Revenues to the Outstanding
PFC Revenue Hybrid Bonds which are comprised of: (a) the $293,070,000 original aggregate
principal amount of Airport Passenger Facility Charge and Subordinate Lien General Revenue
Bonds, Series 2004C (Non-AMT); (b) the $146,550,000 original aggregate principal amount of
Airport Passenger Facility Charge and Subordinate Lien General Revenue Bonds (Auction Rate
Securities), Series 2004E (Non-AMT) (the "Series 2004E PFC Revenue Hybrid Bonds") and
(c) the $235,860,000 original aggregate principal amount of Airport Passenger Facility Charge
and Subordinate Lien General Revenue Bonds, Series 2004J. Prior to the issaunce and delivery
of the Series 2010B PFC Revenue Hybrid Bonds, the Outstanding PFC Revenue Hybrid Bonds
were outstanding in the approximate principal amount of $555,480,000.

       The Airport Passenger Facility Charge and Subordinate Lien General Revenue
Commercial Paper Notes, Series 2005B-1 and 2005B-2 authorized in the aggregate principal
amount of up to $200,000,000 were recently re-designated as the Series C-1 Notes and the
Series C-2 Notes pursuant to the Ninth Supplemental Bond Ordinance and are currently
unenhanced and therefore unavailable to be drawn upon.

Outstanding Other Airport Obligations

      Other Airport Obligations do not have a lien on any category of Revenues of the Airport.
As of October 1, 2010, there are no Other Airport Obligations currently outstanding under the
Bond Ordinance.
Hedge Agreements

       As of the date of this Official Statement, there are no outstanding Hedge Agreements
under the Bond Ordinance.




                                             29
        Under the Bond Ordinance, the City may enter into Hedge Agreements with one or more
counterparties; such Hedge Agreements, if executed, will not alter the City's obligation to pay
the principal of and interest on the related Hedged Bonds or any other Bonds. Net payments
made to the City by the counterparties under any such Hedge Agreements will be deposited in
the Payments Account under the Bond Ordinance established for such Hedged Bonds. The
payments under such Hedge Agreements may not match the interest payments on the related
Hedged Bonds. Under certain limited circumstances, principally being a default under a Hedge
Agreements by the City or by a counterparty, or significant rating reductions by either party, the
transactions under the Hedge Agreements may be terminated in part or in whole prior to their
relevant stated expirations. Payments in respect of Hedge Agreements are on a parity with the
lien of the related Bonds pursuant to the Bond Ordinance as further described in "SECURITY
AND SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS - Proposed
Amendments to the Master Bond Ordinance" herein. Following a termination of a Hedge
Agreements, either the City or the counterparty may owe a termination payment to the other,
depending upon market conditions and the events that caused the related Hedge Agreement to be
terminated. Under certain market conditions, the City could owe termination payments to the
counterparties under a Hedge Agreement and such payments could be material to the City. The
City is authorized to make any such termination payments only from amounts on deposit in the
Renewal and Extension Fund.

Subordinate Hedge Agreements

      As of the date of this Official Statement, there are no outstanding Subordinate Hedge
Agreements under the Bond Ordinance.

Issuance of Additional Obligations

        In addition to the Series 2010A/B Bonds, the City may issue Additional Bonds on a
parity with the Senior Lien General Revenue Bonds, the PFC Revenue Hybrid Bonds and/or the
Subordinate Lien General Revenue Bonds, in addition to other notes, commercial paper and/or
other obligations. Such Additional Bonds may be secured, in whole or in part, by a Senior Lien
on General Revenues, a Senior Lien on PFC Revenues, a Subordinate Lien on General
Revenues, a Subordinate Lien on PFC Revenues, or a combination of the foregoing as and to the
extent provided under the Bond Ordinance. In particular, the City anticipates the issuance of the
2011 Refunding Bonds and the 2011 New Money Bonds in 2011 and will also consider any
refunding opportunities relating to any of the Outstanding Bonds. Other than as referenced
above, the City has made no definitive plans to issue General Revenue Bonds, PFC Revenue
Bonds, Hybrid Bonds, commercial paper notes or Other Airport Obligations to fund any other
elements of the Capital Improvement Plan. For more information regarding the assumed future
series of General Revenue Bonds, Hybrid Bonds and/or commercial paper notes to be issued to
fund elements of the Capital Improvement Plan, see "PLAN OF FINANCE" herein, and
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - AIRPORT REVENUE
BONDS and - CAPITAL IMPROVEMENT PLAN" attached hereto. See, "SECURITY AND
SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS - Additional Bonds" and
"APPENDIX C - SUMMARY OF CERTAIN PROVISIONS OF THE BOND ORDINANCE"
attached hereto for further details on the requirements relating to the issuance of additional
Bonds, notes and other obligations.


                                               30
                 INFORMATION CONCERNING GENERAL REVENUES

Certain Agreements Affecting General Revenues

        General Revenues are determined in accordance with the formulas and procedures set
forth in the following leases and agreements:

       (a)     agreements relating to the use of the airfield, including the establishment of
landing fees, by the hereinafter described Signatory Airlines (the "Airport Use Agreements");

        (b)     agreements similar to the Airport Use Agreements relating to the use of the
airfield by the airlines which are not Signatory Airlines (the "Airport Use License Agreements").
Because the Airport Use Agreements and the Airport Use License Agreements provide for the
payment of the same landing fee, where indicated, data provided herein for the Airport Use
License Agreements and their respective obligated airlines are combined with data for the
Airport Use Agreements and the Signatory Airlines;

       (c)     leases of space for airline travel related purposes in the CPTC (the "CPTC
Leases");

       (d)     certain outside concession agreements related to the provision of rental car and
parking services;

       (e)     certain concession agreements with multiple principal concessionaires for
operation of concessions within the CPTC;

        (f)     an agreement with TBI Airport Management, Inc. ("TBI") to manage and operate
the existing international facilities;

         (g)   lease agreements for the central terminal support area to provide exclusive space
for jet maintenance, air cargo, in flight food and beverage catering facilities and similar support
facilities;

       (h)     certain other agreements relating to cargo and maintenance facilities at the
Airport; and

       (i)     other agreements relating to the commercial activities at the Airport.

       For an analysis of the revenues derived from airline and non-airline sources, see
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - FINANCIAL ANALYSIS"
attached hereto.

        In December 2009, the City and Delta executed an amendment to Delta's Airport Use
Agreement and CPTC Lease under which most of the provisions of these agreements relating to
the calculation and payment of rentals, fees, and charges were extended to September 20, 2017.
The City executed amendments with substantially the same provisions with AirTran in August
2010 and Atlantic Southeast in September 2010 (such amended agreements are hereinafter
referred to as the "Extended and Amended Airline Agreements"). In October 2010, the City


                                                31
executed agreements with Delta, AirTran and Atlantic Southeast to further amend the Extended
and Amended Airline Agreements to provide for, among other things, (a) the payment by Delta,
AirTran, Atlantic Southeast and the other Signatory Airlines of supplemental terminal rentals in
amounts of $12 million in Fiscal Year 2013, $8 million in Fiscal Year 2014, $5 million in Fiscal
Year 2015, and $5 million in Fiscal Year 2016 and (b) the payment by the City of certain
contractual payments to the Signatory Airlines in Fiscal Year 2015 and Fiscal Year 2016, to the
extent certain conditions have been met, in an amount not to exceed $30 million (the "October
2010 Amendments").

        The terms of the Airport Use Agreements and CPTC Leases with the Signatory Airlines,
other than Delta, AirTran and Atlantic Southeast, were scheduled to expire on September 20,
2010, however, the terms of occupancy and use under such agreements currently remain in effect
on a month to month basis until extension agreements similar to the Extended and Amended
Airline Agreements are executed by such other Signatory Airlines. The City is in discussions
with the other Signatory Airlines regarding extensions of, and amendments to, the Airport Use
Agreements and CPTC Leases pursuant to which they currently operate and the City expects to
enter into amended and extended agreements with such Signatory Airlines having substantially
similar provisions to those contained in the Extended and Amended Airline Agreements and the
October 2010 Amendments. Such amended agreements, as and when executed, along with the
Extended and Amended Airline Agreements as amended by the October 2010 Amendments, are
referred to collectively in this Official Statement as the "Proposed Amended Airline
Agreements" and the airlines signatory to such agreements are referred to as the "Signatory
Airlines." The following airlines are or are expected to become Signatory Airlines: AirTran,
American Airlines, Inc. ("American"), Atlantic Southeast, Continental Airlines, Inc.
("Continental"), Delta, Federal Express Corporation ("FedEx") (Airport Use Agreement only),
Korean Air (Airport Use Agreement only), UPS Airlines ("UPS") (Airport Use Agreement only),
United Airlines, Inc. ("United") and US Airways Group, Inc. ("US Airways"). These ten airlines
and their affiliates collectively accounted for approximately 99% of all passengers enplaned at
the Airport in Fiscal Year 2010. See "THE AIRPORT - Airlines Serving the Airport - AirTran
Airways, Inc." herein for a discussion of the recently announced proposed acquisition of AirTran
by Southwest Airlines; "CERTAIN FACTORS AFFECTING THE AIR TRANSPORTATION
INDUSTRY AND THE AIRPORT - Airline Consolidation and Alliances" herein for a
discussion of approved merger of United and Continental; and "APPENDIX A - REPORT OF
THE AIRPORT CONSULTANT - AIRLINE TERMINAL RENTALS AND CHARGES" for a
summary of the key provisions of the Proposed Amended Airline Agreements and the forecasted
impact of the provisions thereof.

        Until September 2010, the airlines that accounted for most of enplaned passengers and
landed weight at the Airport operated under the terms of Airport Use Agreements and CPTC
Leases that established procedures for calculating rentals, fees, and charges for airline use and
occupancy of Airport facilities. Pursuant to the Extended and Amended Airline Agreements, this
continues to be the case for Delta, AirTran and Atlantic Southeast until September 2017. Under
the Proposed Amended Airline Agreements that the City expects to enter into with Signatory
Airlines, the provisions of the Airport Use Agreements and CPTC Leases concerning the
calculation of rentals, fees, and charges are expected to be extended to September 20, 2017.
Currently, the rental fees, and other charges assessed to the remaining Signatory Airlines are



                                               32
calculated in the same manner as in the Extended and Amended Airline Agreements on a month
to month basis.

        Under provisions of the Extended and Amended Airline Agreements as well as the
Proposed Amended Airline Agreements governing the use of the airfield, the Signatory Airlines
pay landing fees calculated to recover certain airfield costs. Such costs include certain airfield
operating and maintenance expenses and amounts to recover the amortized capital costs (plus
20% coverage) of approved airfield improvements financed with the proceeds of General
Revenue Bonds. The few airlines and air carriers not signatories to the Proposed Amended
Airline Agreements operate under the provisions of Airport Use License Agreements that
provide substantially the same rights as provided under the Extended and Amended Airline
Agreements (other than participation in Majority-in-Interest (MII) votes) and provide for the
payment of landing fees at the Signatory Airline rate. The Airport Use License Agreements have
a term of five years and may be terminated by the City or the airline with 30 days advance
notice.

        Under provisions of the Extended and Amended Airline Agreements as well as the
Proposed Amended Airline Agreements governing the lease and occupancy of the CPTC, the
Signatory Airlines pay rentals and other charges calculated to recover certain CPTC costs. Such
costs include certain CPTC operating and maintenance expenses and amounts to recover the
amortized capital costs (plus 20% coverage) of approved terminal improvements financed with
the proceeds of General Revenue Bonds. The Signatory Airlines either have also agreed, or will
agree, through the provisions of the Proposed Amended Airline Agreements, to make
supplemental terminal rental payments. For a discussion of how terminal rentals and use charges
are calculated, see "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - Airline
Terminal Rentals, Fees, and Charges" attached hereto.

        The City expects the Extended and Amended Airline Agreements, as modified by the
October 2010 Amendments and the Proposed Amended Airline Agreements, or the rates and
charges which it would establish in the event of a failure to reach agreement on the terms of the
Proposed Amended Airline Agreements, will generate Revenues which will be sufficient to
cover the debt service payments in respect of all Bonds, including the Series 2010A/B Bonds.

General Revenues

       General Revenues are derived primarily from landing fees, terminal rentals and charges
and reimbursed operating expenses paid by the airlines, parking fees and rental car concession
revenues, inside concession revenues and land and buildings rentals. For Fiscal Year 2010,
General Revenues of $414,897,000 (including investment income) were distributed by major
category as follows:

        Airline Revenues. For Fiscal Year 2010, airline revenues were distributed as follows as a
percentage of total General Revenues: landing fees 15.1% ($62,603,000), terminal rentals (net of
credits) 17.7% ($73,353,000) and reimbursed expenses paid to the City of 5.2% ($21,370,000).
Under the terms of the Extended and Amended Airlines Agreements and the Proposed Amended
Airline Agreements, the Signatory Airlines pay landing fees per 1,000 pounds of maximum
certificated gross aircraft landed weight. The landing fees payable are the sum of a basic landing


                                               33
fee and landing fees for successive airfield improvement programs. Airlines that operate under
Airport Use License Agreements also pay landing fees at the Signatory Airline rate. In Fiscal
Year 2010, airline payments to the City per enplaned passenger averaged $3.40; the airlines paid
an additional $0.53 to TBI and an additional $1.02 to the Atlanta Airlines Terminal Corporation
("AATC"), for a combined average airline payment of $4.95 per enplaned passenger.

        Landing Fees. A basic landing fee of $0.16 per 1,000 pounds of landed weight is
assessed. The fee is subject to change only by mutual agreement between the City and the
Signatory Airlines and has been set at the current rate since 1967. The basic landing fee does not
fully recover direct airfield operating and maintenance expenses. In Fiscal Year 2010, basic and
airfield improvement program landing fees constituted 15.1% ($62,603,000) of total General
Revenues collected, approximately 99% of which was paid at the Signatory Airline rate.

         Terminal Rentals. Under the terms of the Extended and Amended Airline Agreements
and the Proposed Amended Airline Agreements, the Signatory Airlines pay terminal facilities
rentals, on a modified commercial compensatory basis, to allow the City to recover the amortized
capital costs, plus 20% coverage, of facilities financed with General Revenue Bonds. Generally,
100% of the capital costs of terminal facilities and 50% of the capital costs of the automated
guideway transit system (AGTS) are recoverable. Amortization is calculated from cost factors
assuming level principal plus interest payments over the term of the Bonds used to finance the
facility, typically 30 years. In Fiscal Year 2010, terminal rentals, including equivalent common-
use charges (net of credits) constituted 17.7% ($73,353,000) of total General Revenues collected.

       Reimbursed Expenses. Each airline is responsible for maintaining its exclusive and
preferential leased premises and for paying its pro rata share of the costs of maintaining joint
leased premises, as determined by joint lease formula. In addition to terminal rentals, fees, and
charges paid to the City, the airlines reimburse the City for a portion of the costs incurred from
maintaining certain police and fire services, 60% of AGTS operation and maintenance expenses
and certain other maintenance costs associated with the operations and maintenance of the
CPTC. In Fiscal Year 2010, reimbursed expenses constituted 5.2% ($21,370,000) of total
General Revenues collected.

       Non-Airline Revenues. For Fiscal Year 2010, non-airline revenues were distributed as
follows as a percentage of total General Revenues: inside concession revenues 18.2%
($75,636,000), parking and ground transportation revenues 29.8% ($123,818,000) and other
revenues (including accrual to cash basis adjustments) 14.0% ($58,117,000).

        The Extended and Amended Airline Agreements and the Proposed Amended Airline
Agreements provide for an annual credit against Signatory Airline terminal rentals of a portion of
the revenues received by the City from food, beverage, retail, and other terminal concessions and
services. Such inside concession credit is calculated as 50% of concession revenues after
adjustments to account for certain AGTS costs and for certain capital and operating and
maintenance expenses associated with concession space. In Fiscal Year 2010, the inside
concession credit totaled $31,569,000.




                                               34
                     INFORMATION CONCERNING PFC REVENUES

General

        The Aviation Safety and Capacity Expansion Act of 1990 (P.L. 101-508) (the
"1990 Act") allows public agencies controlling certain commercial service airports (those with
regularly scheduled service and enplaning 2,500 or more passengers annually) to charge each
eligible enplaning passenger using an airport a $1.00, $2.00 or $3.00 Passenger Facility Charge
per flight segment, referred to as a PFC. The Aviation Investment and Reform Act for the
21st Century (P.L. 106-181) ("AIR 21," and, together with the 1990 Act, the "PFC Enabling
Acts") increased the maximum per passenger PFC allowed to be charged by qualifying airports
from $3.00 per flight segment to either $4.00 or $4.50 per flight segment. Public agencies
wishing to impose and use these PFCs must apply to the FAA for such authority and meet certain
requirements indicated in the legislation and regulations issued by the FAA. Regardless of the
number of PFC applications which have been approved by the FAA, an airport can only collect a
maximum of $4.50 from each eligible enplaning passenger per flight segment.

        The purpose of the PFC is to develop additional capital funding sources to provide for the
expansion and improvements of the national airport system. The proceeds from PFCs must be
used to finance eligible airport-related projects that (a) preserve or enhance safety, capacity or
security of the national air transportation system, (b) reduce noise from an airport that is part of
such system, or (c) furnish opportunities for enhanced competition between or among air
carriers. Eligible airport-related projects include airport development or planning, terminal
development, airport noise compatibility measures and planning and construction of gates and
related areas (other than restaurants, rental car facilities, automobile parking or other
concessions) for the movement of passengers and baggage.

         An airport operator must obtain the FAA's approval before imposing and using the
proceeds of PFCs. FAA approval may be for "impose only" authority, "impose-and-use"
authority, or "use" authority. Projects for which "impose-and-use" authority is granted must be
implemented within two years after approval of the use of the PFCs. Implementation means that
a notice to proceed has been issued by the airport operator to a contractor, in the case of a
construction project; that a title search, survey or appraisal has commenced for a significant part
of the property in the case of property acquisition; or that a contractor or public agency has
started work in the case of any other non-construction project. Impose-only authority permits the
airport operator to charge PFCs for approved projects but requires another application for
authority to use such PFC Revenues. Projects for which impose-only authority is granted must
be implemented within five years after the effective date of such authority, and a use application
(or, if the implementation schedule is delayed, a request for extension) must be submitted within
three years after the effective date of the implementation. As described under the subsection
"The PFC Program for the Airport" below, the FAA has granted the City, for the benefit of the
Airport, "impose-and-use" authority for the 2010 Project and for the other PFC approved projects
in the aggregate amount of $3,825,176,234.

        PFCs are collected on behalf of airports by air carriers, certain foreign air carriers and
their agents ("Collecting Carriers"). PFCs may not be collected, however, from a passenger
enplaning at the Airport if the passenger did not pay for the ticket (i.e., if the passenger obtained


                                                 35
the ticket with a frequent flier award coupon without monetary payment) or from a passenger
flying to an essential air-service airport. A PFC may be collected from a passenger (a) on a
one-way trip, only for the first two enplaning airports on the travel itinerary where PFCs are
imposed and (b) on a roundtrip, only for the first two and the last two enplaning airports where
PFCs are imposed. In addition, the City has received approval from the FAA to exempt from
PFC collection the class of carriers defined as air taxi/commercial operators with limited,
irregular and special service operations.

The PFC Program for the Airport

       The Department of Aviation currently is authorized to impose a $4.50 PFC until the
maximum PFC Revenues authorized by the FAA are collected. Historical and forecast
PFC Revenues are set forth in the Report of the Airport Consultant. See Exhibit F to
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT." As noted in the Report of the
Airport Consultant, any forecast is subject to uncertainties. Therefore, actual results may be
materially different from those provided in the forecast. The Report of the Airport Consultant
should be read in its entirety for the details and assumptions underlying the forecast of
PFC Revenues.

        As of the date of this Official Statement, the aggregate amount of PFC Revenues that the
City is authorized by the FAA to collect is $3,825,176,234, all of which is approved for use. The
City began collecting PFC Revenues in July 1997 and based on the Airport's most recent
quarterly PFC Revenues report, the City had collected PFC Revenues totaling $2,021,724,605
(including interest earnings), of which $1,662,267,689 has been expended, $1,145,551,153 for
project costs on a "pay-as-you-go" basis and $516,716,536 for principal, interest and other
financing expenses on approved project costs. Pursuant to authority granted by the FAA under
approved PFC applications, the Outstanding PFC Revenue Hybrid Bonds and the Series 2010B
PFC Revenue Bonds will be payable from and secured by a Senior Lien on PFC Revenues. The
Outstanding PFC Revenue Hybrid Bonds and Series 2010B PFC Revenue Hybrid Bonds, among
others, will also be secured by a Subordinate Lien on General Revenues. See "SECURITY AND
SOURCES OF PAYMENT FOR THE SERIES 2010A/B BONDS - Series 2010B PFC Revenue
Hybrid Bonds; Pledge of PFC Revenues and Subordinate Pledge of General Revenues." The
amount of actual PFC Revenues collected, and the rate of collection, will vary depending on the
actual number of qualified passenger enplanements at the Airport, and will not necessarily
correlate in any way to the debt service requirements of the Outstanding PFC Revenue Hybrid
Bonds and the Series 2010B PFC Revenue Hybrid Bonds.

       No assurance can be given that the Department of Aviation will realize PFC Revenues in
the amounts and in accordance with the schedule which are assumed in its plan of financing.

Collection of Passenger Facility Charges; Collection Fee

        PFCs are collected by the Collecting Carriers on behalf of an airport operator from each
eligible enplaning passenger at such airport operator's commercial airport. The Collecting
Carriers are authorized to withhold, as a collection fee, (a) effective as of May 2004, $0.11 per
eligible enplaning passenger from whom a PFC is collected, and (b) any investment income
earned on the amount collected prior to the due date of the remittance.


                                               36
       Quarterly, the Department of Aviation compares the amount of PFC Revenues remitted
with the quarterly PFC collection figures provided by the Collecting Carriers. The Department
of Aviation compiles and sends a Passenger Facility Charge report to the FAA and to the
Collecting Carriers each quarter. As required by the FAA, the Department of Aviation requests
annual audit reports from Collecting Carriers carrying more than 50,000 eligible enplaning
passengers. For the fiscal periods 1997 through 2008, the City's independent accountants
determined that there were no material delinquencies by the Collecting Carriers for the
PFC payments.

        It is unclear whether the City would be afforded the status of a secured creditor with
regard to PFCs collected or accrued by a Collecting Carrier in connection with a Collecting
Carrier operating at the Airport that is involved in bankruptcy. On December 12, 2003, however,
the Vision 100-Century of Aviation Reauthorization Act ("Vision 100") was signed into law.
Vision 100 requires an airline that files for bankruptcy protection, or that has an involuntary
bankruptcy proceeding commenced against it, to segregate passenger facility charge revenues in
a separate account for the benefit of the eligible agencies entitled to such revenues. Based on
this legislation, it is expected that the City would be treated as a secured creditor with respect to
PFCs held by a collecting creditor that becomes involved in a bankruptcy proceeding; however,
no assurance can be given that a bankruptcy court would determine in favor of the City being
treated as a secured creditor.           See "CERTAIN FACTORS AFFECTING THE AIR
TRANSPORTATION INDUSTRY AND THE AIRPORT" herein.

Termination of City's Authority to Impose and Use Passenger Facility Charges

       The FAA may terminate the City's authority to impose PFCs, subject to informal and
formal procedural safeguards, if the FAA determines that (a) the Airport is in violation of certain
provisions of the Airport Noise and Capacity Act of 1990 (the "Noise Act") relating to airport
noise and access restrictions, (b) PFC collections and investment income thereon are not being
used for PFC-approved projects in accordance with the FAA's regulations, (c) implementation of
the PFC-approved projects does not commence within the time periods specified in the
FAA's regulations, or (d) the Airport is otherwise in violation of the FAA's regulations, the
PFC Enabling Acts, or the FAA's Final Agency Decisions. The City has not received notice of
any violations and has no reason to believe that it is in violation of any law or regulation relating
to imposition of PFCs.

Formal Termination Process for PFC Enabling Acts Violations

        Pursuant to the FAA's regulations, the formal termination process for PFC collection is
initiated upon the FAA's filing of a notice, followed by a 60-day period during which the City
may submit further comments and take corrective action. The FAA's regulations provide that if
corrective action is not taken as prescribed in the notice, the FAA is required to hold a public
hearing at least 30 days after notifying the City and publishing a notice of the hearing in the
Federal Register. After the public hearing, the City would have 10 days after receiving notice of
the FAA's decision to advise the FAA in writing that it will complete any corrective action
prescribed in the FAA's decision within 30 days or to provide the FAA with a list of Collecting
Carriers, after which the FAA would notify the Collecting Carriers to terminate or to modify the
PFC collection accordingly.


                                                 37
Noise Act Violations

         The City's authority to impose PFCs may be terminated if the Airport violates the
provisions of the Noise Act. Although the procedures described above do not apply to alleged
violations of the Noise Act, the Noise Act and FAA regulations thereunder provide procedural
safeguards to ensure that the City's authority to impose PFCs at the Airport will not be
summarily terminated because of violations of the Noise Act. In general, the City can prevent
termination of its PFC authority by suspending the effectiveness of any noise or access
restriction in question, until the legal sufficiency of the restriction, and its impact on the City's
authority to impose PFCs, has been determined.


                                             THE CITY

General

        The City is the seat of government for the State and Fulton County. The City,
incorporated in 1847, is located in the north central part of the State, which is the highest growth
area in the State and has been one of the highest growth areas of the United States for the past
three decades. The City currently has a land area of approximately 134 square miles,
approximately 94.8% of which is located in Fulton County and 5.2% of which is located in
DeKalb County. The City constitutes approximately 23.8% of the land area of Fulton County
and 2.6% of the land area of DeKalb County. The City is the core of the ninth largest
Metropolitan Statistical Area as of July 1, 2009 (containing approximately 5.5 million residents)
in the United States, and as of such date, had a population of 540,921, according to the United
States Census Bureau.

City Administration and Officials

        Under the City's Charter, all legislative powers of the City are vested in the City Council
and all executive and administrative powers of the City are vested in the Mayor.

        The City Council consists of 15 members who serve four-year terms of office. The City is
divided into 12 Council districts. Twelve members of the Council are elected by district, and
three members of the Council are elected at-large. The three at-large members of the Council are
required to reside, respectively, in District No. 1, 2, 3 or 4; District No. 5, 6, 7 or 8; and District
No. 9, 10, 11 or 12.

        The Charter of the City establishes the office of the President of the Council. The
President of the Council is elected from the City at-large for a term of four years. The President
of the Council presides at meetings, but is not a member of the Council, and votes only in the
case of a tie vote of the Council. Under the City's Charter, the President of the Council exercises
all powers and discharges all duties of the Mayor in the case of a vacancy in the Office of the
Mayor or during the disability of the Mayor. Under the City's Charter, the Mayor is elected from
the City at-large for a term of four years. The City's Charter does not allow any Mayor who has
been elected for two consecutive terms to be eligible to be elected for the next succeeding term.
The Mayor is the chief executive officer of the City and has the power to direct and supervise the
administration of all departments of the City. The City's Charter grants the Mayor the power to


                                                  38
veto any ordinance or resolution adopted by the Council, which veto may be overridden only
upon the vote of two-thirds of the total membership of the Council. The City's Charter also
grants the Mayor the power to veto any item or items of any ordinance or resolution making
appropriations, which veto may be overridden only upon the vote of two-thirds of the total
membership of the Council.


                                         THE AIRPORT

General

        The Airport is owned by the City and operated by the Department of Aviation. It is
classified as a large hub by the FAA, is the principal air carrier airport serving the State and the
southeastern United States and serves as a primary transfer point in the national air transportation
system. According to Airports Council International, in 2009 the Airport was the busiest
passenger airport in the United States with approximately 88.0 million total passengers (enplaned
plus deplaned). In 2009, the Airport ranked fifth, after Los Angeles, New York Kennedy, Las
Vegas, and Orlando in terms of number of originating passengers and was, by far, the busiest
connecting hub airport in the nation based on the number of connecting passengers at the
Airport. The combination of Atlanta's geographic location, the facilities provided at the Airport,
and Delta's and AirTran's strategies of concentrating much of their service through Atlanta has
resulted in the Airport becoming the busiest and most important airline hub in the nation.

       The CPTC consists of a landside building, five domestic concourses and an international
concourse accommodating 199 gates. A 5,800-foot-long underground transportation mall
accommodates an automated guideway transit system and pedestrian walkways that connect the
landside building with the concourses.

Description

         Airport Facilities. The CPTC is comprised of a landside terminal building, five domestic
concourses with 171 gates and a 28-gate international concourse. The CPTC also provides
public parking for approximately 30,000 automobiles in multistory adjacent garages and surface
lots, an automated guideway transit system and pedestrian walkways for moving people between
the concourses and the terminal building. The Metropolitan Atlanta Rapid Transit Authority
(MARTA) provides rail transit service between the City (and suburban communities) and the
Airport, with a dedicated Airport station located in the west end of the landside building. The
travel time from the Airport to downtown Atlanta is about 16 minutes and the interval between
trains is about 12 minutes on weekdays.

         The Airport has five parallel east-west runways interconnected by a system of taxiways.
All runways are equipped with instrument landing systems, lighting systems, and other air
navigation aids, permitting the Airport to operate in virtually all weather conditions. One of the
runways is 10,000 feet long, three of the runways are 9,000 feet long and the fifth runway is
11,889 feet long. The configuration of the runways permits the simultaneous use of three runways
for aircraft landings in poor visibility.




                                                39
         Three fuel farms, one of which is operated by Delta, provide storage tanks for
approximately 28 million gallons of jet fuel. Several companies provide into-plane fueling,
ground handling and other airline support services. Fixed base operator services supporting
airline, corporate, and general aviation aircraft operations are provided by Mercury Air Center on
the north side of the airfield.

       Extensive utility systems provide water supply, storm and sanitary sewer, electrical
power, communications, and natural gas services. Aircraft rescue and fire fighting services are
provided from five fire stations.

        For additional information concerning airport facilities, see "APPENDIX A - REPORT
OF THE AIRPORT CONSULTANT - AIRPORT FACILITIES AND SERVICES" attached
hereto.

       Cargo Facilities. Air cargo transported by the passenger and all-cargo airlines is
processed through 11 buildings totaling approximately 1,560,000 square feet. Associated apron
space provides parking positions for approximately 30 aircraft. A 490,000-square-foot complex
of buildings is located north of the airfield, and a 360,000-square-foot south complex of
buildings is located between Runway 9R-27L and Runway 10-28. Delta operates cargo
buildings occupying 525,000 square feet in the approximately 110-acre area east of the CPTC
and south of Aviation Boulevard, referred to as the central terminal support area (CTSA). The
U.S. Postal Service operates a 120,000-square-foot regional distribution center at the eastern
boundary of the Airport. A 40,000-square-foot perishables facility and a 25,000 square-foot
equine facility are adjacent to the north cargo complex.

Management

        Direct supervision of Airport operations is exercised by the Department of Aviation. The
management of the Airport is directed by the Aviation General Manager, with a staff of
approximately 1,014, including 232 fire and 168 police department employees. The Department
of Aviation is responsible for (a) managing, operating and developing the Airport and any other
airfields which the City may control in the future; (b) negotiating leases, agreements and
contracts; (c) computing and supervising the collection of revenues generated by the Airport; and
(d) coordinating aviation activities with the FAA. The FAA has regulatory authority over
equipment, air traffic control and operating standards at the Airport. Airport police and fire
protection is provided by the City through the Atlanta Police Department and the Atlanta Fire
Department.

        The City's Department of Finance is responsible for overseeing the issuance of revenue
bonds for the Airport and performs certain accounting, budgeting, bond financing, treasury, and
related functions related to Airport activities. The City Council Transportation Committee,
consisting of seven City Council members, makes policy and legislative recommendations to the
full City Council regarding Airport operations.

       The following are certain key personnel of the City involved in the administration and
operation of the Airport:




                                               40
         Peter T. Aman serves as the Chief Operating Officer of the City. Mr. Aman was
confirmed as Chief Operating Officer by the City Council in January 2010. Since then, he has
led the executive management of the municipal operating departments including the Department
of Aviation, Corrections, Procurement, Information Technology, Office of Enterprise Assets
Management, Aviation, Fire, Police, Human Resources, Parks, Recreation and Cultural Affairs,
Planning and Community Development, Public Works, Watershed Management, Office of
Contract Compliance, Emergency Management Services and the external operating agencies.
Prior to coming to the City, Mr. Aman was a partner in the Atlanta office of Bain & Company.
After joining the firm in 1988 he practiced in Bain & Company's Boston and San Francisco
offices before helping found Bain & Company's Atlanta office in 1996. Mr. Aman is a leader in
Bain & Company's Media practice as well as its Industrial Goods and Services practice. Mr.
Aman has served on the boards of The Atlanta Committee for Progress, The Atlanta Police
Foundation, The Metro Atlanta Chamber of Commerce, and The Galloway School, among
others. Mr. Aman also led Bain & Company's largest pro-bono project, a three-year effort to
assist the Mayor and City Council of Atlanta design and complete an urban turn-around.

       Mr. Aman is a graduate of Duke University, where he received a Bachelor of Arts in
Public Policy, with honors. He earned an MBA, with distinction, from the Wharton School of
Business at the University of Pennsylvania.

         Joya C. De Foor, CTP is the Chief Financial Officer for the City, with direct
accountability for the financial condition of the City. Ms. De Foor joined the City as its Chief
Financial Officer in August 2010. In this role, she advises the Mayor and City Council on a
variety of issues, including municipal financing, budgeting, treasury activities, accounting,
financial policies, and pension reform. Previously, Ms. De Foor served as the Treasurer for the
City of Los Angeles and was the City Treasurer & Revenue Officer for the City of Long Beach,
California. Before joining the City of Long Beach, Ms. De Foor worked in a variety of
professional capacities for the Los Angeles County Metropolitan Transportation Authority
(MTA) including Assistant Treasurer, then Treasurer. Prior to the MTA, Ms. De Foor was
affiliated with Deloitte in its Management Consulting Group in Los Angeles, Coldwell Banker,
EGS Metro Corporation as Assistant Controller and Panhandle Eastern (now Duke Energy
Corporation) as Project Manager in Kansas City and California.

        Ms. De Foor earned a BBA in Accounting from the University of Notre Dame, an MBA
from the University of Southern California, and pursued legal studies at Concord Law School.
While there she passed the California Baby Bar. She is a Certified Treasury Professional, a
Certified Government Financial Manager and formerly was a State Treasurer's appointee to the
California Debt & Investment Advisory Commission's Investment Advisory Committee. In
2009, Treasury & Risk named Ms. De Foor to its list of the 100 Most Influential People In
Finance. While in Los Angeles, she led the team that was selected as the Grand Prize winner of
Association for Financial Professional's 2009 Pinnacle Award and Treasury Today's Adam Smith
Award. She also currently holds trustee or committee positions with the Association for
Financial Professionals and the Long Beach Museum of Art. She previously was a member of
the Government Finance Officers Association of the United States and Canada's Executive
Board.




                                              41
        Gwendolyn Ansah Smith is the Treasurer for the City. Ms. Smith oversees the Office of
Debt & Investment and is responsible for managing the City's $6 billion debt portfolio and $600
million cash portfolio. Before joining the City, she served as Vice President at Savant Capital
Partners where she managed opportunistic high yield investments of up to $50 million. Prior to
that, Ms. Smith worked with the Leveraged Finance and Financial Sponsors group at Deutsche
Bank Securities where she executed leveraged products including high yield bonds and credit
derivatives ranging from $5 million to $2.5 billion for below investment grade companies and at
AIG Capital Partners where she structured and executed private equity funds totaling over $12
billion. Ms. Smith earned a BA in Political Science from Manhattanville College, an MA in
International Affairs from the University of Legon, Ghana, and an MBA in Finance and
International Business from Columbia Business School.

        Louis E. Miller is the Aviation General Manager. With more than 32 years of airport
management experience, Mr. Miller has a reputation for providing high-quality facilities and
services while maintaining a low cost structure. Mr. Miller, who assumed the position of general
manager for the Airport in September 2010, also has a proven track record for effectively
responding to changing economic and security conditions. Mr. Miller is the former executive
director and CEO of Tampa International Airport (TPA), where he served from 1996 until spring
2010. In that role, he also oversaw three general aviation facilities – Peter O. Knight, Plant City
and Tampa Executive – and more than $1.3 billion in capital improvements. A community-
oriented professional, Mr. Miller served on several boards in Tampa, including the Greater
Tampa Chamber of Commerce and the Policy Committee of the Tampa Hillsborough Economic
Development Corporation. He was chairman in 1994 of the North American region of Airports
Council International (ACI) and currently serves as treasurer of ACI worldwide.

       He started his career as an internal auditor for Salt Lake City Corporation and
subsequently became a partner in a public accounting firm. Subsequently, Mr. Miller served for
five years as deputy director of airports for the Salt Lake City Airport Authority and was
responsible for finance and administration of the Airport Authority. He was promoted to
executive director and served for 14 years as CEO.

        A native of Salt Lake City, Mr. Miller was inducted into the Utah Travel Council's
Tourism Hall of Fame, received the 1993 Freedom of Enterprise Award from the Utah
Association of Certified Public Accountants and was presented with the 1994 Service to the
Industry Award from the Utah Chapter of the Associated General Contractors of America. Mr.
Miller's other honors include: 2009 Patriot Award from the Florida Committee for Employer
Support of the Guard and Reserve, 2007 Gonzmart Family Ambassador Award for community
service and hospitality, Southwest Airlines' 2006 Good Neighbor Award, 2006 Good
Government Award from the Hillsborough County Board of County Commissioners, 2005 Spirit
Award from the Hillsborough County Affirmative Action Council and 2003 Outstanding Public
Administrator Award from the American Society for Public Administration.

       Miller was educated at the University of Utah and is an accounting graduate of Stevens-
Henager Business College in Salt Lake City. A licensed CPA, he also spent four years in the
United States Army, earning the rank of Sergeant E-5.




                                                42
        Robert W. Kennedy is serving as the Interim Deputy Aviation General Manager.
Mr. Kennedy has more than 30 years experience in the aviation industry. He took on the
position of Assistant General Manager for Operations, Maintenance and Security for the
Department of Aviation in September, 2006 and has also served as director of marketing, public
relations and Intergovernmental Affairs. Mr. Kennedy also previously served as the Route
Development Manager for the Department of Aviation. As Route Development Manager, he
was involved in numerous discussions and negotiations with many of the world's major air
carriers, and he successfully developed several new airline services to Atlanta, including the first
direct all-cargo service to Southeast Asia, the Netherlands and Latin America. In addition, he
worked with federal agencies in acquiring a U.S. Fish & Wildlife port designation, the approval
of Cold Treatment for fruits and vegetables for Atlanta and USDA-VS Equine Importation
designation.

        Milton M. Castillo, CPA is the Assistant Aviation General Manager, Chief Financial
Officer. He is responsible for all accounting, finance and treasury operations. He has
approximately 20 years of experience in accounting and finance, including audit, budgeting and
forecasting, capital markets corporate and investment finance, mergers and acquisitions,
Securities and Exchange Commission reporting and strategic planning. Most recently, Castillo
was Vice President of Finance and Chief Financial Officer at Concessions International. He was
responsible for all accounting and financial operations at the airport concessions company, which
had $100 million in annual sales.

       Mr. Castillo is a graduate of Emory University and has been licensed as a certified public
accountant in Georgia since 1992. He is a member of the Georgia Society of Certified Public
Accountants and the American Institute of Certified Public Accountants. He started his career at
Arthur Andersen & Company in 1990.

        Mr. Castillo recently announced his resignation, effective early 2011, to accept a position
as the Senior Vice President for Business Affairs and Chief Financial Officer at the University of
Arizona.

        Arnaldo Ruiz is the Assistant Aviation General Manager of Commercial Development.
Mr. Ruiz is responsible for maximizing non-airline revenue as well as the Airport's strategic
direction for Customer Service, Properties Management, Marketing and Business Development.
Mr. Ruiz oversees the Airport's concessions, cargo development and parking business units. He
also has a lead role in lease negotiations with airlines and tenants, as well as acquisition and
development of land areas outside of Airport property lines. Mr. Ruiz's industry experience
includes 22 years with Delta Air Lines, Inc. in such areas as Reservations Sales, International
Corporate Sales, New Business Development and Alliance Marketing. He is an MBA graduate
of Georgia State University with a BSIM from the Georgia Institute of Technology.

        Jim Drinkard, P.E. is the Assistant General Manager of Planning & Development. Mr.
Drinkard has more than 30 years of airport planning and engineering experience and began his
career as a design engineer working on the original midfield design for the Airport in 1977. He
returned to the Department of Aviation in 2000 as a consultant planning manager prior to his
current appointment as assistant general manager. Mr. Drinkard also served as co-director of



                                                43
Planning for the Department of Aviation with primary focus on the $6 billion capital
improvement program.

        Previously, he served as consultant project manager for several major projects at Orlando
International Airport, including the major new fourth parallel runway, North Crossfield taxiway
bridge and South Terminal complex infrastructure development. He also served as a consultant
project manager for major airfield and landside development projects at Cincinnati/Northern
Kentucky International Airport, Houston Intercontinental Airport, Raleigh-Durham International
Airport, Charleston International Airport, Baton Rouge Metropolitan Airport, Huntsville
International Airport, Savannah International Airport and Philadelphia International Airports.

       Mr. Drinkard has been actively involved in the Airports Council International – North
America Technical Committee, Consulting Engineers Council of Georgia, and the American
Society of Civil Engineers. Mr. Drinkard holds a Bachelors of Civil Engineering degree from
the Georgia Institute of Technology.

        Arthur L. Bacon is the Treasurer for the Department of Aviation. Mr. Bacon coordinates
and supervises the debt service, cash management and collection functions. Prior to assuming
his current position, Mr. Bacon served as Director of Finance for the Department of Aviation.
While in that position he coordinated and supervised the accounts payable, accounts receivable
and financial analysis functions. In addition, he also previously served as Senior Financial
Analyst in the City of Atlanta, Department of Finance, Enterprise Fund Division. While in that
position he supervised the work of financial analysts and accountants for the Airport Section of
the Enterprise Fund Division. Earlier in his career, Mr. Bacon was a Cost and Properties
Accountant for General Motors Central Foundry Division in Saginaw, Michigan. He received a
Bachelor of Science degree in Accounting from Morris Brown College in 1976. He received a
Master's degree in Business Administration from Atlanta University in 1980.

        Stephen R. Caldwell is the Director of Financial Analysis, Budgeting, & Risk
Management. He is responsible for forecasting the revenues and expenses of the Department of
Aviation and applying those forecasts to the budget. He is also responsible for conducting
financial analysis and justification for many of the projects as well as applying long-range
financial planning in support of the strategic initiatives of the Department of Aviation. Mr.
Caldwell brings over seven years of experience in public and private finance, as well as twelve
years of experience in the United States Marine Corps. He earned both a Bachelor of Arts in
Economics in 1997 and a Masters of Business Administration in 2003 from Vanderbilt
University.

Capital Improvement Plan

       The City has developed a plan of capital improvements at the Airport to be constructed or
implemented through approximately 2014 (the "Capital Improvement Plan"). A key element of
the Capital Improvement Plan is the Maynard H. Jackson, Jr. International Terminal (MHJIT),
which is to be funded, in part, from the proceeds of the Series 2010A/B Bonds. The Maynard H.
Jackson, Jr. International Terminal, which is a component of the 2010 Project, is expected to
provide approximately 1.2 million square feet of terminal space on five levels and 12 aircraft
parking positions (gates) capable of accommodating wide body aircraft in international or


                                               44
domestic service, supplementing the 28 widebody aircraft gates at the existing international
Concourse E. As of October 1, 2010, the sitework, terminal interior design, the extension of the
AGTS tunnel, and the terminal roof steel elements of the MHJIT project have been completed.
The terminal roofing and exterior curtainwall element is scheduled to be completed in December
2010. The terminal roads and parking structure elements are currently forecasted to be
completed in December 2011. As of September 2010 the MHJIT project was 67% complete and
on budget; substantial completion of the MHJIT project is currently forecasted in April 2012.
The total cost of the MHJIT project is $1.5 billion, inclusive of enabling, roadway and parking
projects and, as of July 2010, $1.1 billion of that amount has been committed to purchase orders
and contracts. MHJIT has been funded with a combination of prior Bonds, pay as you go PFC
Revenues, Airport funds, and grants, as well as draws under the Series 2010A/B Commercial
Paper Program which provided interim funding and all or portion of which will be redeemed
with proceeds from the Series 2010A/B Bonds. No additional issuance of Bonds is forecasted to
be required to fund the MHJIT project after the issuance of the Series 2010A/B Bonds.

       Other future projects in the Capital Improvement Plan total approximately $1.4 billion.
These projects include $268 million for airfield projects, $835 million for terminal projects, and
$341 million for Airport support and infrastructure projects. Certain of these projects in the
Capital Improvement Plan are preliminary and still require MII approval from the Signatory
Airlines. The Capital Improvement Plan is being funded through a combination of the proceeds
of General Revenue Bonds, Hybrid Bonds, federal grants-in-aid, PFC Revenues, CFC Revenues,
commercial paper notes, and other Airport funds.

        The projects in the Capital Improvement Plan and their estimated costs, are summarized
in the table set forth below. The table below includes future projects that the City believes may
be needed to meet forecast demand and be economically justified during the Forecast Period,
although the actual scope of projects to be implemented, and their costs, may differ materially
from those shown. The City has made no commitments to issue General Revenue Bonds, Hybrid
Bonds or Other Airport Obligations to fund elements of the Capital Improvement Plan beyond
the proposed 2010 Project (other than to refund outstanding commercial paper notes issued to
finance certain projects on an interim basis).




                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                               45
                             FUTURE PROJECT COSTS AND FUNDING SOURCES
                                              (amounts in millions)
                                                                    Sources of Funds*
                                                      FAA and
                                Project Costs       TSA grants      PFC Revenues                          Airport Funds
 Airfield Projects                   $ 241.1                     $ 58.2               $ 124.0                   $ 22.0
 Terminal Projects                      834.7                       0.8                 238.6                     22.0
 2010 Project                         1,535.5                      63.4                 353.3                     32.1
 Airport Support &
 Infrastructure Projects                341.2                    109.0                  136.1                      76.1
 Total                               $2,952.5                   $231.4                 $852.1                    $152.2

                                PROJECT COSTS TO BE FUNDED FROM BONDS
                                              (amounts in millions)
                                                            Sources of Funds*
                                  Series 2010A       2011 New          Series 2010B
                                    General        Money General           PFC
                                 Revenue Bonds     Revenue Bonds Revenue Bonds                             Prior Bonds
 Airfield Projects                  $     --            $ 37.7           $ --                                 $ --
 Terminal Projects                        --              518.1               --                                 55.2
 2010 Project                         135.0                   --            400.0                               551.6
 Airport Support &
 Infrastructure Projects                   --                      19.9                   --                       --
 Total                                 $135.0                    $575.0                $400.0                   $606.8
 *
  Includes proceeds of prior Bonds and other historical funding sources; excludes $1.0 million of interest expense on the 2010
 Project funded with Series 2010A General Revenue Bonds.

 Source: City of Atlanta, Department of Aviation



        The actual timing of construction or implementation of projects in the Capital
Improvement Plan will depend on the achievement of forecast demand or other justification of
need, the receipt of required environmental and other regulatory approvals, and, as required by
the provisions of the Extended and Amended Airline Agreements and the Proposed Amended
Airline Agreements, and Majority-in-Interest approval of projects not already approved whose
costs are to be recovered through airline rentals, fees, and charges. The City may elect to defer,
or to change the funding plan for, certain of the projects.

        The Extended and Amended Airline Agreements and the Proposed Amended Airline
Agreements require the City to obtain airline approval for any project, the costs of which are to
be recovered in whole or in part through increased landing fees or terminal rentals, respectively.
The City has received airline approval for the projects financed with the Outstanding Senior Lien
General Revenue Bonds and the Outstanding PFC Revenue Hybrid Bonds. Under an
August 1999 Majority-in-Interest agreement, the City received airline approval in principle for
the 2010 Project which is being financed with the proceeds of the Series 2010A/B Bonds. A
specific funding plan for the 2010 Project at the current cost estimate has been negotiated and is
incorporated into the terms of the Extended and Amended Airline Agreements. The cost of the
2010 Project will not be included in the rate base for the Signatory Airlines and the other airlines



                                                              46
operating at the Airport until the date of beneficial occupancy of the Maynard H. Jackson Jr.
International Terminal, which is scheduled to open in April 2012.

        For a more complete description of the projects included within the Capital Improvement
Plan, their estimated costs, and the City's funding plan, see "APPENDIX A - REPORT OF THE
AIRPORT CONSULTANT - CAPITAL IMPROVEMENT PLAN" attached hereto.




                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                              47
      Airlines Serving the Airport

              The Airport is served by nearly all of the principal U.S. mainline airlines. As of
      July 2010, the airlines serving the Airport provided an average of 1,309 daily aircraft departures
      to more than 48 domestic destination airports, including all major U.S. cities. International
      service was provided to 102 destination airports in Europe, Mexico and Central America, South
      America, the Caribbean, Canada, Africa, Asia, the Middle East and India. Alaska Airlines,
      which is not shown in the table below, commenced service at the Airport in October 2009.
      Following is a table of the passenger airlines providing scheduled domestic and international
      service at the Airport as of July 2010.

                                                            Airlines Serving the Airport
                                                                  (as of July 2010)


      Major/National                            Regional                             Foreign Flag                              Cargo
          Airlines                                Airlines                             Airlines                               Airlines*
AirTran Airways(1)(2)             Air Wisconsin                             Air Canada Jazz                       Air Transport International
Alaska Airlines                   American Eagle                            Air France(3)                         Capital Cargo International(5)
American Airlines(1)              Atlantic Southeast(1)(2)(3)(4)            British Airways                       Cargolux
Continental Airlines(1)           Chautauqua Airlines                       KLM Royal Dutch Airlines(3)           Cathay Pacific Airways
Delta Air Lines(1)(2)(3)          Comair(2)(3)(4)                           Korean Air(3)                         China Airlines
Frontier Airlines                 Compass Airlines(3)(4)                    Lufthansa German Airlines             DHL
Midwest Airlines(1)               ExpressJet Airlines                                                             EVA Airways
Spirit Airlines                   Mesa Airlines                                                                   FedEx
United Airlines(1)                Mesaba Airlines(3)(4)                                                           Global Supply Systems
US Airways(1)                     Pacific Wings(6)                                                                Great Wall Airlines
                                  Pinnacle Airlines(2)(3)(4)                                                      Korean Air
                                  Republic Airlines                                                               Lufthansa German Airlines
                                  Shuttle America(3)(4)                                                           Martinair Holland
                                  SkyWest Airlines(3)(4)                                                          Southern Air(7)
                                                                                                                  UPS
___________________________
(1)
    Airlines signatory to the central passenger terminal complex (CPTC) leases.
(2)
    U.S.-flag airlines providing international service.
(3)
    Flights marketed under SkyTeam Alliance.
(4)
    Airlines operating as an affiliate of Delta Air Lines.
(5)
    Provides service for British Airways.
(6)
    Flights marketed as Georgia Skies.
(7)
    Provides service for British Airways and Korean Air.
*
    Airlines listed operate regular all-cargo service at the Airport. Some airlines listed operate contract service on behalf of other airlines. Other
    cargo airlines not listed in this table operate ad hoc charter service at the Airport.

Source: City of Atlanta, Department of Aviation.




           For additional information concerning the airlines serving the Airport, see
      "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - HISTORICAL AIRLINE
      TRAFFIC" attached hereto.

             Delta Air Lines, Inc. The Airport is, by far, Delta's largest hub. In July 2010,
      1,029 average daily aircraft departures were scheduled from the Airport by Delta and its Delta


                                                                         48
Connection affiliates. As of July 2010, Delta Connection affiliates included Atlantic Southeast,
Chautauqua Airlines, Comair, Compass Airlines, Mesaba Airlines, Pinnacle Airlines, Shuttle
America and SkyWest Airlines. The number of average daily departing seats scheduled from the
Airport by Delta and its Delta Connection affiliates (118,265 seats) exceeded the combined
number of scheduled seats from Delta's next two largest hubs in Minneapolis-St. Paul and
Detroit (98,841 seats). The average number of daily departing international seats from the
Airport by Delta and its Delta Connection affiliates (17,400) was about 73% more than the total
scheduled from New York Kennedy (10,050) and more than double that scheduled from both
Detroit (4,990) and Minneapolis-Saint Paul (4,190) combined. The magnitude of Delta's
international operations from the Airport relative to other hub airports reflects the Airport's role
in Delta's system as its primary international connecting gateway.

       In October 2008, Delta and Northwest Airlines merged into a new airline called Delta
and received regulatory approval to integrate their operations fully in December 2009 and began
operating under a single operating certificate.

        In July 2010, 38.2% of Delta's system wide seats were scheduled on flights to or from the
Airport, an increase from approximately 29.9% from July 2000. This increase in concentration
at the Airport is partially attributable to Delta's January 2005 closure of its Dallas/Fort Worth
hub, and its reductions in service at its Cincinnati hub, as well as at Orlando and Boston.
Scheduled numbers of departing seats on Delta from the former Northwest Airlines hubs in
Detroit, Memphis, and Minneapolis-Saint Paul were 17.9% lower in July 2009 than in July 2000.
As of July 2010, Delta, together with its Delta Connection affiliates, accounted for 76.7% of
scheduled departing seats at the Airport.

        Delta Response to High Fuel Prices and Recession. High fuel prices precipitated a
profitability crisis in the U.S. airline industry in the summer of 2008. The crisis caused most
U.S. airlines, including Delta, to reduce domestic capacity in the second half of 2008.
Combined, Delta-Northwest domestic seat-mile capacity was decreased 7.3% in the third quarter
of 2008 and 10.7% in the fourth quarter of 2008. Concurrently, Delta-Northwest international
seat-mile capacity was increased 13.0% in the third quarter of 2008 and 8.5% in the fourth
quarter of 2008 as new international routes were added, many of them from the Airport.

       Notwithstanding the substantial decrease in fuel prices during the second half of 2008, in
December 2008, Delta announced its intention to reduce both domestic and international
capacity in 2009 on account of increased fuel prices, the global economic recession, decreased
passenger demand and reduced yields. For 2009, Delta's consolidated seat-mile capacity was
reduced 8.0% compared with 2008 capacity, a combination of a 13.9% reduction in international
seat-mile capacity and a 4.0% reduction in domestic seat-mile capacity.

       Delta Capacity Guidance. Capacity guidance provided by Delta in July 2010 indicated
up to a 1.5% increase in system wide seat-mile capacity in calendar year 2010 compared with
2009 capacity and up to a 3.0% increase in 2011 compared with 2010 capacity. According to
schedules published by Official Airline Guides, Inc., for the full year 2010, Delta's seat capacity
(domestic and international) at the Airport will increase 4.3% compared with 2009 capacity. The
schedules also indicate a 28.5% reduction in seat capacity at the airline's Cincinnati hub in 2010
compared with 2009. Delta's seat capacity at its Cincinnati hub in the fourth quarter of 2010 is


                                                49
scheduled to be approximately 25% of its seat capacity in the fourth quarter of 2004, the airline's
all-time peak quarter at Cincinnati.

       All of the information concerning Delta set forth herein under "THE AIRPORT"
has been taken from "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT"
attached hereto which is based upon publicly available information as described in the
Report of the Airport Consultant. By including such information in this Official
Statement, neither the City nor the Airport Consultant assumes any responsibility or
makes any representation or warranty, express or implied, as to the accuracy, truthfulness
or completeness of such information or any failure by Delta to disclose events which may
have occurred or may affect the significance or accuracy of any such information but
which are unknown to the City or the Airport Consultant. Delta has not participated in the
preparation of this Official Statement and makes no representation as to the accuracy or
completeness of the information contained herein.

       AirTran Airways, Inc. The Airport is, by far, the most important airport in AirTran's
system, accounting for approximately the same number of daily seats as the next five airports
combined, and accounting for most of AirTran's system wide connecting activity. AirTran's
Atlanta hub operation ranks as the 15th busiest in the nation in terms of scheduled departing
seats. In recent years, AirTran has also increased its market share and, as of July 2010,
accounted for 16.8% of scheduled departing seats at the Airport.

        According to data reported by AirTran to the U.S. Department of Transportation ("U.S.
DOT"), about 90% of AirTran's 2009 system wide connecting passengers connected at the
Airport. In July 2010, about 56% of AirTran's system-wide seats were scheduled on flights to or
from the Airport, a decrease from about 91% in July 2000. Notably, between July 2000 and July
2009, AirTran's system wide seat capacity almost tripled. In addition to expanding service at its
Atlanta hub, AirTran has diversified its system by increasing service at the airports serving
Orlando, Baltimore/Washington, and Milwaukee. The low-cost structure of AirTran and its
success in building a strong market share in Atlanta contributed to it being one of the few
profitable U.S. airlines in 2002 through 2007.

        In September 2010, Southwest Airlines announced a proposal to acquire AirTran for $1.4
billion in cash and stock. It is reported that the combined airline would be called Southwest,
adopt Southwest Airlines' branding and service policies and be the largest U.S. airline as
measured by domestic passengers carried. As of September 2010, AirTran and Southwest
Airlines together, operated a fleet of 685 aircraft. According to schedules published by Official
Airline Guides, Inc., for the full year 2010, the Airport would account for approximately 4.9% of
departing seat capacity in a combined Southwest-AirTran system, a higher share than any airport
other than Las Vegas, Chicago Midway and Baltimore. The proposed acquisition has been
approved by the boards of directors of both companies, but requires the approval of AirTran
stockholders, receipt of certain regulatory clearances, and the fulfillment of customary closing
conditions. Full integration of operations is expected to take up to two years.

      For additional information concerning AirTran as well as the proposed acquisition
of AirTran by Southwest Airlines, see "APPENDIX A - REPORT OF THE AIRPORT
CONSULTANT - AIRPORT ROLE" attached hereto.


                                                50
        AirTran Response to High Fuel Prices and Recession. AirTran's cost structure is
among the lowest in the industry and, as such, the financial performance of the airline is
particularly sensitive to fluctuations in the price of fuel. In 2007, a profitable year for the airline,
AirTran reported its fuel expense to be 37.1% of total operating expenses. In the third quarter of
2008, as fuel prices peaked, its fuel expense percentage increased to 49.8%, and the airline
reported a loss. In 2009, as fuel prices decreased, the airline's fuel expense percentage decreased
to 31.4%, and AirTran again reported a profit.

         In July 2008, AirTran announced plans to reduce capacity. Capacity reductions were
achieved through reductions in fleet size and decreased aircraft utilization. AirTran disposed of
eight of its B-737 aircraft in 2008, sold two of four B-737 aircraft scheduled to be delivered in
2009, and plans to add no aircraft in 2010. Additionally, AirTran has deferred deliveries of 37
aircrafts originally scheduled to be delivered through 2012. The combination of aircraft sales
and deferred deliveries removed 47 aircraft from the airline's original 2008-2012 fleet plan.
AirTran began increasing capacity in the fourth quarter of 2009, with seat-mile capacity
increasing 8.1% compared with capacity in the fourth quarter of 2008. AirTran continued to
increase capacity in 2010; seat-mile capacity was 5.4% higher in the first 6 months of 2010 than
in the first 6 months of 2009.

        As part of its near-term strategy, AirTran has decreased capacity from Atlanta and has
increased capacity elsewhere, particularly from Milwaukee and on point-to-point routes from
secondary airports to leisure destinations, particularly in Florida. AirTran's share of departing
seat capacity from the Airport decreased from 21% in July 2008 to 17% in July 2010. Capacity
reductions at the Airport have been achieved primarily through the reduction of service
frequencies and the use of smaller B-717 aircraft. Notwithstanding a 20.4% reduction in
scheduled departing seats from the Airport in July 2010 compared with July 2008, the number of
airports AirTran served nonstop from the Airport increased from 54 airports in July 2008 to 60
airports in July 2010.

       AirTran Capacity Guidance. AirTran added new service from the Airport to Cancun,
Mexico in February 2009, its first international scheduled service since discontinuing service to
Freeport, Bahamas in 2007. In December 2009, AirTran added service from the Airport to
Aruba and Nassau, Bahamas and in February 2010, added service to Montego Bay, Jamaica.
New service from the Airport to Punta Cana, Dominican Republic is scheduled to begin in
February 2011. AirTran cited the flexibility of its B-737 fleet as the reason it has been able to
add service to new markets in Mexico, Central America, and the Caribbean as demand returns.

        Capacity guidance provided by AirTran in July 2010 indicated that it intends to increase
its system wide seat-mile capacity will be reduced by approximately 1% in the third quarter of
2010 and between 1% and 2% in 2011. According to schedules published by Official Airline
Guides, Inc., for the second half of 2010, AirTran's seat capacity (domestic and international) at
the Airport will decrease 8.1% compared with capacity in the same period in 2009. Also, for the
second half of 2010, AirTran's seat capacity is scheduled to increase 2.6% from Orlando, 9.8%
from Baltimore, and 34.2% from Milwaukee.

      All of the information concerning AirTran set forth under "THE AIRPORT" has
been taken from "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT"


                                                  51
attached hereto which is based upon publicly available information as described in the
Report of the Airport Consultant. By including such information in this Official
Statement, neither the City nor the Airport Consultant assumes any responsibility or
makes any representation or warranty, express or implied, as to the accuracy, truthfulness
or completeness of such information or any failure by AirTran to disclose events which
may have occurred or may affect the significance or accuracy of any such information but
which are unknown to the City or the Airport Consultant. AirTran has not participated in
the preparation of this Official Statement and makes no representation as to the accuracy
or completeness of the information contained herein.

        SEC Filings and Reports. Delta and AirTran file annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and certain other reports and information
with the SEC. Copies of the reports and other information filed with the SEC can be obtained in
electronic form on the SEC website at http://www.sec.gov/edgar.shtml. In addition, copies of
SEC records can be obtained using the following methods to contact the Office of Investor
Education and Advocacy: (a) submit the online form on the SEC website, (b) send an email to
publicinfo@sec.gov, (c) send a fax to (202) 772-9295, or (d) submit a written request to U.S.
Securities and Exchange Commission, Office of Investor Education and Advocacy, 100 F Street
N.E., Washington, D.C. 20549-0213.

       Historical Passenger Activity. According to Airports Council International, in 2009, the
Airport was the busiest passenger airport in the world with approximately 88.0 million total
passengers (enplaned plus deplaned).

        Between 1990 and 1991, the number of enplaned passengers at the Airport decreased
20.5% as a result of economic recession and the demise of Eastern Air Lines, which had operated
its principal connecting hub at the Airport. Between 1991 and 2000, the number of enplaned
passengers at the Airport increased steadily. The increase from 18.9 million passengers in 1991
to 40.2 million passengers in 2000 represents an average increase of 8.7% per year. For this
same period, the number of enplaned passengers in the United States as a whole increased an
average of 4.4% per year. The percentage of total U.S. passengers enplaned at the Airport
increased from 4.1% in 1991 to 5.5% in 2000. In 2000, the mainline airlines (generally those
airlines operating aircraft with 100 seats or more) accounted for 93.3% of enplaned passengers at
the Airport, and regional affiliate airlines (generally those airlines operating aircraft with fewer
than 100 seats) accounted for 6.7%.

         During the last four months of 2001, the number of passengers enplaned at the Airport
was 17.1% lower than the number enplaned in the same period of 2000 as a result of the decline
in airline travel following the September 11, 2001 terrorist attacks and drastically reduced airline
service. By November 2001, Delta and other major airlines had reduced their system wide seat
capacity by as much as 20%. Short-haul airline travel was particularly affected, as travelers
switched from air to surface transportation modes.

       With the return of passenger confidence in the security of airline travel, the end of the
2001 national economic recession, and the widespread availability of low fares, traffic gradually
increased during 2002. In 2003, traffic increases were limited by a combination of weak
economic conditions, passenger anxieties about the security of airline travel stemming from the


                                                52
invasion and occupation of Iraq and terrorist attacks and threats around the world, and publicity
about severe acute respiratory syndrome (SARS). In 2004, the number of enplaned passengers at
the Airport increased 5.4% as economic conditions improved, security concerns receded, and
discount airfares were widely available. The Airport's enplaned passenger total in 2004
exceeded the total in 2000.

        Strong growth in passenger traffic at the Airport continued through September 2005, as
Delta eliminated its Dallas/Fort Worth hub and increased service from Atlanta under its
transformation plan. However, following Delta's September 2005 Chapter 11 bankruptcy filing
and reductions in service under its restructuring plan, the number of passengers at the Airport
decreased at the end of 2005. However, for 2005 as a whole, the number of enplaned passengers
at the Airport increased 2.8% over the number enplaned in 2004. In 2006, the number of
enplaned passengers decreased 1.2%, combining a 3.0% reduction in the number of domestic
passengers with a 20.9% increase in the number of international passengers. As Delta
restructured in bankruptcy, the number of passengers at the Airport increased in 2007 as a result
of strong demand, increased passenger load factors, and the transfer of some connecting
passenger traffic from Delta's Cincinnati hub to the Airport.

         Between 2007 and 2009, the number of enplaned passengers at the Airport increased
0.6% overall, the result of a 7.4% increase in the number of connecting passengers offsetting a
12.3% decrease in the number of originating passengers. In the first 6 months of 2010 relative to
the first 6 months of 2009, the number of enplaned passengers increased 1.2%.

     For     additional   information concerning enplaned passengers, see
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - HISTORICAL AIRLINE
TRAFFIC" attached hereto.

Airport Traffic Activity

        The tables below set forth historical domestic and international enplaned passenger
activity at the Airport for calendar year 2006 and Fiscal Years 2007 through 2010 by passenger
and by airlines serving the Airport. For additional information concerning enplaned passenger
activity at the Airport, see "APPENDIX A - REPORT OF THE AIRPORT
CONSULTANT - AIRLINE TRAFFIC ANALYSIS" attached hereto.




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                                               53
                                                   Historical Enplaned Passengers(1)(2)


                              Domestic              Annual        International           Annual         Total             Annual
   Fiscal Year(2)           Enplanements            Change        Enplanements            Change     Enplanements          Change
       2006                  38,463,582                -           4,060,639                -         42,524,221             -
       2007                  39,022,194                -           4,270,417                -         43,292,611             -
       2008                  40,747,762               4.4%         4,539,412                6.3%      45,287,174             4.6%
       2009                  40,344,232              -1.0%         4,464,750               -1.6%      44,808,982            -1.1%
       2010                  40,953,747               1.5%         4,421,551               -1.0%      45,375,298             1.3%
___________________________
(1)
    Totals may not add due to rounding.
(2)
    The information presented in this table for 2006 is based on a 12 month period beginning January 1 and ending December 31. The
    information presented in this table for 2007 through 2010 is based on 12 month periods beginning July 1 and ending June 30 which
    coincide with the City's Fiscal Year for those years. For purposes of continuing disclosure from and after Fiscal Year 2007, the
    information in this table will be presented on a Fiscal Year basis only.

Source: City of Atlanta, Department of Aviation.




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                                                                   54
                                                   Historical Enplaned Passengers by Airline(1)

                                                                     Fiscal Year(2)
                                        2006                     2007                      2008                      2009                      2010
Domestic Service
Delta and affiliates
   Delta                             22,352,467             21,989,316                  21,483,778              21,751,868                 23,381,110
   Northwest(3)(4)                      472,893                447,028                     391,820                 263,204                     60,101
   Atlantic Southeast                 4,978,430              4,804,122                   5,688,170               5,672,932                  6,109,736
   Chautauqua(6)                              -                 41,499                           -                       -                          -
   Comair                               445,133                351,609                     333,650                 325,689                    242,323
   Freedom                              230,043                466,825                     228,105                   3,837                          -
   Mesaba                                     -                      -                           -                       -                     78,238
   Pinnacle                                   -                      -                     177,682                 769,592                    913,968
   Shuttle America                            -                237,583                     473,384                 551,417                    315,171
   SkyWest                                    -                185,353                     345,973                 338,088                    159,760
       Subtotal Delta                28,478,966             28,523,335                  29,122,562              29,676,627                 31,260,407
   AirTran(3)                         7,229,156              7,659,184                   8,631,726               8,206,452                  7,331,886
   Alaska                                     -                      -                           -                       -                     36,476
   American(3)                          976,277                940,454                     985,871                 809,555                    743,499
   US Airways(3)(5)                     541,333                447,778                     617,596                 538,440                    592,095
   Continental                          549,088                540,951                     524,517                 440,982                    381,050
   United(3)                            450,624                449,486                     425,940                 347,951                    310,676
   Spirit                                41,453                115,575                     191,367                 123,057                    120,554
   Frontier                             112,835                133,620                     156,634                 127,008                    120,509
   Midwest(3)                            64,434                 71,861                      65,371                  47,795                     51,245
   America West                         218,554                128,274                                                   -                          -
   Independence                             723                                                                          -                          -
   Trans World                                                                                                           -                          -
   Other                                 19,416                 11,676                      26,178                  26,365                      5,350
         Subtotal                     9,984,616             10,498,859                  11,625,200              10,667,605                  9,693,334
Total Domestic                       38,463,582             39,022,194                  40,747,762              40,344,232                 40,953,747
International Service
   Delta and affiliates
   Delta                              3,204,963              3,365,010                   3,579,664                3,605,387                 3,445,531
   Atlantic Southeast                   153,110                265,091                     295,628                   71,030                   171,820
   Comair                                 2,329                  2,329                           -                        -                       787
   Northwest                                  -                      -                           -                  172,275                   125,155
   Pinnacle                                   -                      -                       3,623                   25,195                     4,487
   SkyWest                                    -                  1,633                      10,779                    7,372                       466
       Subtotal Delta                 3,360,402              3,634,063                   3,889,694                3,881,259                 3,748,246
AirTran                                  29,005                 26,314                       4,704                   12,393                    86,330
Foreign-flag airlines                   583,133                517,175                     546,460                  468,806                   481,886
Other                                    88,099                 92,865                      98,554                  102,292                   105,089
Total International                   4,060,639              4,270,417                   4,539,412                4,464,750                 4,421,551
Total                                42,524,221             43,292,611                  45,287,174               44,808,982                45,375,298

___________________________
(1)
     Totals may not add due to rounding.
(2)
     The information presented in this table for 2006 is based on a 12 month period beginning January 1 and ending December 31. The information presented in
      this table for 2007 through 2010 is based on 12 month periods beginning July 1 and ending June 30 which coincide with the City's Fiscal Year for those
      years. For purposes of continuing disclosure from and after Fiscal Year 2007, the information in this table will be presented on a Fiscal Year basis only.
(3)
     Includes regional affiliates.
(4)
     Effective October 8, 2008, Northwest Airlines began operation as an affiliate of Delta.
(5)
     Effective September 2005, America West began operation as part of US Airways.
(6)
     Enplaned passenger figures for this airline of 29,281 included in figure for American Airlines.

Source: City of Atlanta, Department of Aviation.




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                                                                               55
               For additional information concerning international enplaned passengers, airline aircraft
       departures, airline competition, passenger airline service, passenger origins and destinations,
       originating passengers and airfares, aircraft operations and aircraft landed weight, see
       "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - AIRLINE TRAFFIC
       ANALYSIS " attached hereto.

              Airport Operations. The following table presents historical data on aircraft operations
       (landings and takeoffs) for calendar year 2006 and Fiscal Years 2007 through 2010. The
       approximate distribution of operations in 2009 was air carrier, 74%; air taxi and commuter, 25%;
       and general aviation, 1%. Most general aviation operations are by business jet aircraft. Military
       operations account for a negligible percentage of total aircraft operations at the Airport. For
       additional information concerning aircraft operations, see "APPENDIX A - REPORT OF THE
       AIRPORT CONSULTANT - AIRLINE TRAFFIC ANALYSIS" attached hereto.

                                                   Historical Aircraft Operations(1)(2)

                                                    Air Taxi/        General                          Total              Annual
     Fiscal Year(2)          Air Carrier           Commuter          Aviation         Military      Operations           Change
         2006                 673,734                291,762           9,417           1,534         976,447                -
         2007                 708,158                268,761           9,949             917         987,785               1.2%
         2008                 748,467                237,631          11,972           1,058         999,128               1.1%
         2009                 735,237                222,623           7,515           1,081         966,456              -3.3%
         2010                 717,424                237,899           7,342           1,141         963,806               -0.3%
___________________________
(1)
    Totals may not add due to rounding.
(2)
    The information presented in this table for 2006 is based on a 12 month period beginning January 1 and ending December 31. The
    information presented in this table for 2007 through 2010 is based on 12 month periods beginning July 1 and ending June 30 which
    coincide with the City's Fiscal Year for those years. For purposes of continuing disclosure from and after Fiscal Year 2007, the
    information in this table will be presented on a Fiscal Year basis only.

Source: City of Atlanta, Department of Aviation.

               Airline Market Shares. The following table presents historical domestic and international
       enplaned and originating passenger market share data for calendar year 2006 and Fiscal Years
       2007 through 2010. The combined share of passengers enplaned on the flights of Delta and its
       Delta Connection affiliates (domestic and international) decreased from a high of 82.4% in 1997
       to a low of 72.0% in 2007; the share increased slightly to 72.7% in 2008. Including Northwest
       Airlines, Delta's share of enplaned passengers in 2009 was 76.3%. The increased share of
       passengers enplaned by AirTran accounted for most of the change in airline market shares since
       the mid-1990s. In 2009, AirTran enplaned 17.2% of Airport passengers and the market share of
       the spoke and foreign-flag airlines (other than Northwest Airlines) decreased from 11.0% in
       1998 to 6.4% in 2009. For additional information concerning airline market share, see
       "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - AIRLINE TRAFFIC
       ANALYSIS" attached hereto.




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                                                                   56
                                                       Historical Market Share by Airline(1)

                                                                                         Fiscal Year(2)
                                             2006                  2007                     2008                        2009                     2010
Domestic Service
Delta and affiliates
  Delta                                      52.6%                 50.8%                     47.4%                     48.54%                    50.1%
  Northwest(3)(4)                             1.1                   1.0                       0.9                       0.59                      0.1
  Atlantic Southeast                         11.7                  11.1                      12.6                      12.66                     13.9
  Chautauqua                                  0.0                   0.1                       0.0                       0.0                       0.0
  Comair                                      1.0                   0.8                       0.7                       0.73                      0.5
  Freedom                                     0.5                   1.1                       0.5                       0.01                      0.0
  Mesaba                                      0.0                   0.0                       0.0                       0.0                       0.2
  Pinnacle                                    0.0                   0.0                       0.4                       1.72                      2.0
  Shuttle America                             0.0                   0.5                       1.0                       1.23                      0.7
  SkyWest                                     0.0                   0.4                       0.8                       0.75                      0.4

    Subtotal Delta                           66.9%                 65.8%                     64.3%                     66.23%                    67.9%
AirTran(3)                                   17.0%                 17.7%                     19.1%                     18.31%                    16.6%
American(3)                                   2.3                   2.2                       2.2                       1.81                      1.7
US Airways(3)(5)                              1.3                   1.0                       1.4                       1.20                      1.3
Continental(3)                                1.3                   1.2                       1.2                       0.98                      0.9
United(3)                                     1.1                   1.0                       0.9                       0.78                      0.7
Spirit                                        0.1                   0.3                       0.4                       0.27                      0.3
Frontier                                      0.3                   0.3                       0.3                       0.28                      0.3
Midwest(3)                                    0.2                   0.2                       0.1                       0.11                      0.1
America West                                  0.3                   0.0                       0.0                       0.0                       0.0
Independence                                  0.0                   0.0                       0.0                       0.0                       0.0
Trans World                                   0.0                   0.0                       0.0                       0.0                       0.0
Other                                         0.0                   0.0                       0.1                       0.06                      0.1

    Subtotal                                 23.5%                 23.9%                     25.7%                     23.81%                    22.0%
Total Domestic                               90.5%                 89.7%                     90.0%                     90.04%                    89.9%
International Service
Delta and affiliates
   Delta                                      7.5%                   7.8%                      7.9%                      8.05%                     7.9%
   Atlantic Southeast                         0.4                    0.6                       0.7                       0.16                      0.4
   Comair                                     0.0                    0.0                       0.0                       0.0                       0.0
   Northwest                                  0.0                    0.0                       0.0                       0.38                      0.3
   Pinnacle                                   0.0                    0.0                       0.0                       0.06                      0.0
   Shuttle America                            0.0                    0.0                       0.0                       0.0                       0.0
   SkyWest                                    0.0                    0.0                       0.0                       0.02                      0.0

    Subtotal Delta                            7.9%                   8.4                      8.6%                       8.66%                    8.6%
AirTran                                       0.1%                   0.1%                     0.0%                       0.03%                    0.2%
Foreign-flag airlines                         1.4                    1.2                      1.2                        1.05                     1.1
Other                                         0.2                    0.2                      0.2                        0.23                     0.2
Total International                           9.5%                   9.9%                    10.0%                       9.96%                   10.1%

Total                                      100.0%                 100.0%                    100.0%                    100.00%                   100.0%
        ___________________________
(1)
        Totals may not add due to rounding.
(2)
        The information presented in this table for 2006 is based on a 12 month period beginning January 1 and ending December 31. The information
        presented in this table for 2007 through 2010 is based on 12 month periods beginning July 1 and ending June 30 which coincide with the City's
        Fiscal Years for those years. For purposes of continuing disclosure from and after Fiscal Year 2007, the information in this table will be
        presented on a Fiscal Year basis only.
(3)
        Includes Song from 2003-2005.
(4)
        Includes regional affiliates.
(5)
        Effective October 8, 2008, Northwest Airlines began operation as an affiliate of Delta.
(6)
        Effective September 2005, America West began operation as part of US Airways.

        Source: City of Atlanta, Department of Aviation.




                                                                                57
       Cargo Activity. According to data compiled by Airports Council International-North
America, in 2009, the Airport ranked as the 11th busiest cargo airport in the United States,
measured in terms of total cargo weight enplaned and deplaned. For additional information
concerning the air cargo facilities at the Airport and the airlines providing all-cargo service, see
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - AIRLINE TRAFFIC
ANALYSIS - AIRPORT FACILITIES AND SERVICES, and - HISTORICAL AIRLINE
TRAFFIC" attached hereto.

        The following tables present historical data on air cargo activity at the Airport for
calendar year 2006 and Fiscal Years 2007 through 2010. Between 2000 and 2002, cargo weight
(including mail) decreased 15.5% in the aftermath of the September 2001 attacks. Between 2002
and 2004, cargo weight fluctuated from year-to-year, largely as a result of the decisions of
individual all-cargo operators to increase or decrease service at the Airport. Between 2007 and
2009, cargo weight decreased 21.8% as a result of the recession and the decision by some cargo
operators to suspend service. For additional information concerning cargo activity at the Airport,
see "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT - AIRLINE TRAFFIC
ANALYSIS" attached hereto.

                                   Historical Air Cargo and Mail(1)(2)(3)
                                        (amounts in metric tons)

        Fiscal                                                                                 Annual
        Year(3)                  Cargo                Mail                 Total               Change
         2006                   738,180               8,322               746,502                  -
         2007                   726,573               4,134               730,707                  -
         2008                   703,458               5,764               709,222               -2.9%
         2009                   565,250               6,005               571,255              -19.45
         2010                   609,683              12,238               621,921                8.9
 ___________________________
 (1)
     Totals may not add due to rounding.
 (2)
     Including deplaned and enplaned amounts on all cargo and passenger airline aircraft.
 (3)
     The information presented in this table for 2006 is based on a 12 month period beginning January 1 and
     ending December 31. The information presented in this table for 2007 through 2010 is based on 12
     month periods beginning July 1 and ending June 30 which coincide with the City's Fiscal Years for those
     years. For purposes of continuing disclosure from and after Fiscal Year 2007, the information in this
     table will be presented on a Fiscal Year basis only.

 Source: City of Atlanta, Department of Aviation.




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                                                      58
                      Historical Air Cargo (Enplaned & Deplaned) by Airline(1)(2)(3)
                                    (amounts in thousands of pounds)

                                                               Fiscal Year(3)
                                2006               2007             2008           2009             2010
 Domestic
 FedEx                        130,498          132,165           128,671         106,872          108,390
 Delta Air Lines              129,274          113,924           100,669          84,574           80,106
 United Parcel                 39,521           39,567            38,840          36,619           38,565
 ABX Air                       18,704           20,498            17,869           8,350               25
 Air Transport                 12,366           11,853            10,428           8,785            8,249
 Comair                           118               35                25               -                3
 Airborne                           -                -                 -               -                -
 Other                         15,793           12,957             9,438          13,183           15,687
 Total Domestic               346,271          330,999           305,940         258,383          251,025

 International
 Delta Air Lines              119,936          114,265           117,086         113,027          128,652
 Korean Air                    43,668           45,987            49,205          42,058                -
 Lufthansa German              36,189           37,259            34,151          27,291           39,576
 EVA Airways                   33,613           33,104            30,509          17,892           25,120
 British Airways               30,036           26,041            28,279          27,190           24,966
 Cathay Pacific                13,439           14,684            22,428          19,623           22,564
 China Airlines                20,014           20,310            21,751          13,270           26,243
 Polar Air Cargo               18,332           17,867            16,284               0            4,875
 Air France                    21,023           16,333            15,501           9,451            5,313
 Atlas Air                      6,324           15,197            12,841             350            1,024
 Japan Airlines                20,660           22,298            10,371               -                -
 Other                         28,676           32,230            39,112          36,715           80,325
 Total International          391,909          395,575           397,518         306,867          358,658

 Total                        738,180          726,574           703,458         565,250          609,683

___________________________
(1)
    Totals may not add due to rounding.
(2)
    Air cargo only (excluding mail).
(3)
    The information presented in this table for 2006 is based on a 12 month period beginning January 1 and ending
    December 31. The information presented in this table for 2007 through 2010 is based on 12 month periods
    beginning July 1 and ending June 30 which coincide with the City's Fiscal Year for those years. For purposes
    of continuing disclosure from and after Fiscal Year 2007, the information in this table will be presented on a
    Fiscal Year basis only.

Source: City of Atlanta, Department of Aviation.

       Landed Weight. The following table presents historical aircraft landed weight which
generally correlates closely with airline aircraft departures. Since 2000, the ratio of landed
weight per departure has decreased as the number of regional jet aircraft operations has
increased. In 2009, more than 99% of landed weight was accounted for by the Signatory
Airlines and airlines signatory to the Airport Use License Agreements.



                                                          59
                                   Historical Aircraft Landed Weight(1)(2)
                                     (amounts in thousands of pounds)

        Fiscal                   Signatory               Non-Signatory                                    Annual
        Year(2)                   Airlines                 Airlines                    Total              Change
         2006                   57,542,000                  279,000                57,821,000               -
         2007                   57,144,000                  288,000                57,432,000               -
         2008                   59,956,000                  211,000                60,167,000               4.8
         2009                   57,739,000                  195,000                57,934,000              -3.7
         2010                   56,642,223                  275,207                56,917,430              -0.2
___________________________
(1)
    Totals may not add due to rounding.
(2)
    The information presented in this table for 2006 is based on a 12 month period beginning January 1 and ending
    December 31. The information presented in this table for 2007 through 2010 is based on 12 month periods
    beginning July 1 and ending June 30 which coincide with the City's Fiscal Year for those years. For purposes of
    continuing disclosure from and after Fiscal Year 2007, the information in this table will be presented on a Fiscal
    Year basis only.

S       Ci    fAl                     fA i i




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                                                        60
                                                  AIRPORT FINANCIAL INFORMATION

    Debt Service Requirements

            The following tables set forth for each Fiscal Year ending June 30 the total principal and
    interest payment requirements with respect to (a) the Outstanding Senior Lien General Revenue
    Bonds, the Series 2010A General Revenue Bonds and total Debt Service Requirements on all
    General Revenue Bonds, including the Series 2010A General Revenue Bonds and (b) the
    Outstanding PFC Revenue Hybrid Bonds, the Series 2010B PFC Revenue Hybrid Bonds and
    total debt service requirements on all PFC Revenue Hybrid Bonds, including the Series 2010B
    PFC Revenue Hybrid Bonds.
                                                                 Senior Lien General Revenue Bonds
                                    Outstanding
                       Senior Lien General Revenue Bonds(2)(3)                                Series 2010A General Revenue Bonds(2)                       Total Debt Service
 Fiscal                                                                                                                                                    Requirement on
 Year                                                                                                                                                        Senior Lien
Ending                                                           Total Debt                                                              Total Debt       General Revenue
June 30          Principal(4)           Interest(1)(4)            Service                 Principal            Interest(1)(4)             Service             Bonds(2)(3)

 2011         $ 51,928,000             $ 45,732,091          $   97,660,091           $          -            $    708,309           $    708,309          $    98,368,400
 2012             53,345,000             64,734,538             118,079,538                      -               1,133,294              1,133,294              119,212,832
 2013             64,755,000             77,537,204             142,292,204                      -               8,724,869              8,724,869              151,017,073
 2014             68,240,000             73,725,701             141,965,701              3,320,000               8,641,869             11,961,869              153,927,570
 2015             67,005,000             69,865,824             136,870,824              3,465,000               8,497,569             11,962,569              148,833,393
 2016             70,845,000             65,941,950             136,786,950              3,615,000               8,345,894             11,960,894              148,747,844
 2017             74,930,000             61,786,609             136,716,609              3,780,000               8,179,919             11,959,919              148,676,528
 2018             79,245,000             57,485,881             136,730,881              3,935,000               8,025,494             11,960,494              148,691,375
 2019             83,605,000             52,952,088             136,557,088              4,115,000               7,843,794             11,958,794              148,515,882
 2020             83,340,000             48,197,638             131,537,638              4,320,000               7,636,981             11,956,981              143,494,619
 2021             88,160,000             43,346,094             131,506,094              4,540,000               7,423,144             11,963,144              143,469,238
 2022             59,045,000             39,202,753              98,247,753              4,765,000               7,195,169             11,960,169              110,207,922
 2023             62,455,000             35,752,213              98,207,213              5,010,000               6,951,844             11,961,844              110,169,057
 2024             66,060,000             32,101,488              98,161,488              5,265,000               6,697,269             11,962,269              110,123,757
 2025             69,875,000             28,238,959              98,113,959              5,530,000               6,429,694             11,959,694              110,073,653
 2026             73,910,000             24,158,819              98,068,819              5,815,000               6,147,813             11,962,813              110,031,632
 2027             78,165,000             19,848,747              98,013,747              6,110,000               5,851,431             11,961,431              109,975,178
 2028             82,665,000             15,289,191              97,954,191              6,420,000               5,543,413             11,963,413              109,917,604
 2029             87,935,000             10,452,288              98,387,288              6,740,000               5,221,144             11,961,144              110,348,432
 2030             89,640,000              5,401,869              95,041,869              7,085,000               4,877,019             11,962,019              107,003,888
 2031             17,145,000              2,394,394              19,539,394              7,450,000               4,514,375             11,964,375               31,503,769
 2032             18,045,000              1,470,656              19,515,656              7,825,000               4,133,997             11,958,997               31,474,653
 2033             18,990,000                498,488              19,488,488              8,230,000               3,734,197             11,964,197               31,452,685
 2034                      -                      -                       -              8,650,000               3,313,850             11,963,850               11,963,850
 2035                      -                      -                       -              9,090,000               2,872,097             11,962,097               11,962,097
 2036                      -                      -                       -              9,550,000               2,407,000             11,957,000               11,957,000
 2037                      -                      -                       -             10,045,000               1,917,125             11,962,125               11,962,125
 2038                      -                      -                       -             10,555,000               1,402,125             11,957,125               11,957,125
 2039                      -                      -                       -             11,095,000                 860,875             11,955,875               11,955,875
 2040                      -                      -                       -             11,670,000                 291,750             11,961,750               11,961,750
 Total        $1,509,328,000           $876,115,483          $2,385,443,483           $177,990,000            $155,523,318           $333,513,318           $2,718,956,801

___________________________
(1)
      Includes interest payments due on July 1 of each subsequent Fiscal Year.
(2)
      Amounts are rounded to the nearest dollar.
(3)
      The figures in the Outstanding Senior Lien General Revenue Bonds and the Total Debt Service Requirement on Senior Lien General Revenue Bonds
      columns have been calculated based upon the following assumptions: (a) the refunding of the Series 2003RF-B/C Bonds with the 2011 Refunding Bonds on
      April 1, 2011; (b) a 2.50% interest rate on the Series 2003RF-B/C Bonds for the first nine months of Fiscal Year 2011, except with respect to the Series
      2003RF-B-1 Bonds which is assumed to accrue interest at 6.25% during such period; and (c) debt service on the 2011 Refunding Bonds starting April 1,
      2011, assuming the 2011 Refunding Bonds are sold at an average coupon of 6%, with level debt service and a final maturity of January 1, 2030.
(4)
      Net of capitalized interest and net of PFC Revenues used to offset debt service (principal and interest) on the portion of the Series 2000 Bonds, the Series
      2004A/B Bonds and the Series 2004F/G Bonds used to fund a portion of the costs of the 2010 Project in Fiscal Year 2011 and Fiscal Year 2012. Net of
      capitalized interest for the Series 2010A General Revenue Bonds in Fiscal Years 2011 and 2012.                              See "AIRPORT FINANCIAL
      INFORMATION - Historical Debt Service Coverage" herein.

Source: City of Atlanta, Department of Finance.




                                                                                    61
                                                           PFC Revenue Hybrid Bonds
                               Outstanding PFC                                              Series 2010B PFC                           Total Debt
                           Revenue Hybrid Bonds(2)(3)(4)                                  Revenue Hybrid Bonds                           Service
 Fiscal                                                                                                                              Requirements on
 Year                                                                                                                                 PFC Revenue
Ending                                                  Total Debt                                                 Total Debt            Hybrid
June 30        Principal         Interest (1)(4)          Service            Principal      Interest (1) (4)        Service            Bonds(2)(3)(4)
2011                     -       $ 26,670,325        $ 26,670,325        $            -     $ 12,700,742         $ 12,700,742         $ 39,371,067
2012                     -         26,779,788            26,779,788                   -        20,321,188          20,321,188             47,100,976
2013                     -         26,779,788            26,779,788          24,390,000        19,733,638          44,123,638             70,903,426
2014                     -         26,779,788            26,779,788          25,570,000        18,557,138          44,127,138             70,906,926
2015                     -         26,779,788            26,779,788          26,820,000        17,305,188          44,125,188             70,904,976
2016          $ 3,825,000          26,751,100            30,576,100          28,185,000        15,940,813          44,125,813             74,701,913
2017            17,225,000         26,593,225            43,818,225          29,625,000        14,498,813          44,123,813             87,942,038
2018             5,500,000         26,422,788            31,922,788          31,145,000        12,979,563          44,124,563             76,047,351
2019                     -         26,381,538            26,381,538          32,745,000        11,382,313          44,127,313             70,508,851
2020                     -         26,381,538            26,381,538          34,420,000         9,703,188          44,123,188             70,504,726
2021                     -         26,381,538            26,381,538          36,185,000         7,939,469          44,124,469             70,506,007
2022                     -         26,381,538            26,381,538          38,040,000         6,085,250          44,125,250             70,506,788
2023                     -         26,381,538            26,381,538          39,990,000         4,134,500          44,124,500             70,506,038
2024            15,495,000         25,994,163            41,489,163          26,545,000         2,471,125          29,016,125             70,505,288
2025            26,595,000         24,941,913            51,536,913          17,605,000         1,367,375          18,972,375             70,509,288
2026            27,920,000         23,579,038            51,499,038          18,545,000           463,625          19,008,625             70,507,663
2027            54,060,000         21,529,538            75,589,538                                                                       75,589,538
2028            56,765,000         18,791,394            75,556,394                                                                       75,556,394
2029            59,040,000         15,928,750            74,968,750                                                                       74,968,750
2030            59,010,000         12,977,500            71,987,500                                                                       71,987,500
2031            61,950,000          9,953,500            71,903,500                                                                       71,903,500
2032            65,050,000          6,778,500            71,828,500                                                                       71,828,500
2033            68,310,000          3,444,500            71,754,500                                                                       71,754,500
2034            34,735,000            868,375            35,603,375                                                                       35,603,375
2035                     -                       -                 -
2036                     -                       -                 -
2037                     -                       -                 -
2038                     -                       -                 -
2039                     -                       -                 -
Total         $555,480,000       $510,251,451        $1,065,731,451      $409,810,000        $175,583,923         $585,393,923         $1,651,125,374
(1)
       Includes interest payments due on July 1 of each subsequent Fiscal Year.
(2)
       The Outstanding Senior Lien General Revenue Bonds are not secured by a pledge of PFC Revenues which secure the Series 2010B
       PFC Revenue Hybrid Bonds. As to General Revenues, the Series 2010B PFC Revenue Hybrid Bonds will be subordinate in right of payment
       to the Outstanding Senior Lien General Revenue Bonds, the Series 2010A General Revenue Bonds and any Additional Bonds issued on a
       parity with such Senior Lien General Revenue Bonds.
(3)
       Assumes the Series 2004E PFC Revenue Hybrid Bonds, which are operating as auction rate securities, accrue interest at an average interest
       rate of 1.0% for Fiscal Year 2011 and 1.5% thereafter. Although the City plans to redeem the Series 2004E PFC Revenue Hybrid Bonds
       prior to maturity with grants and other funds, no redemptions are assumed.

Source: City of Atlanta, Department of Finance.


      Historical Financial Results

             The following is a presentation of historical revenues, expenses and debt service
      coverage of the Department of Aviation on a cash basis for the last five Fiscal Years. Fiscal
      Year 2006 is a six month period commencing January 1, 2006 and ending June 30, 2006. The
      information for Fiscal Years 2007 through 2010 is based on 12 month periods beginning July 1
      and ending June 30. The information presented under this caption should be read in conjunction
      with the financial statements of the Department of Aviation. See "APPENDIX E - AUDITED
      FINANCIAL STATEMENTS OF THE CITY OF ATLANTA, GEORGIA DEPARTMENT OF
      AVIATION FOR THE FISCAL YEARS ENDED JUNE 30, 2009 AND JUNE 30, 2008"
      attached hereto.




                                                                          62
        Operating Revenue and Expenses (Cash Basis). Operating revenues of the Airport are
generally categorized as airline revenues or non-airline revenues. Airline revenues consist of
payments received from airlines for landing fees, terminal rentals, reimbursed expenses and other
service related revenues. Non-airline revenues are derived from terminal concessions (which
include passenger terminal retail, food and beverage sales and services); automobile parking, car
rentals, ground transportation, building rentals, ground rentals and certain other revenues.
Expenses are comprised of salaries and wages, repairs and maintenance, utility costs, materials
and supplies, professional services and other operating costs.

        The following table reflects a summary of the operating revenues and expenses of the
Department of Aviation on a cash basis for the last five Fiscal Years. The revenue and expenses
are presented by income and cost centers and reflect the Department of Aviation's unaudited
accrual basis of maintaining its books during each such Fiscal Year and a post-audit single-line
conversion to cash basis at the end of each such Fiscal Year. The conversion amounts are
consistent with the requirements of the Master Bond Ordinance and each of the audited
Statements of Cash Flows for the respective Fiscal Years. Because the audited financial
statements of the Department of Aviation are presented on an accrual basis in compliance with
Generally Accepted Accounting Principles (GAAP) where revenues are recognized when earned
and expenses recognized when incurred, the terms and amounts in the following cash basis
presentation may not agree with certain portions of the audited financial statements of the
Department of Aviation.




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                                               63
                                                    Historical Revenue and Expenses
                                          Cash Basis: Conversion from Accrual to Cash Basis(1)(2)
                                                         (amounts in thousands)

                                           Fiscal Year 2006    Fiscal Year 2007     Fiscal Year 2008     Fiscal Year 2009     Fiscal Year 2010(2)
Landing Fees
  Signatory                                         $13,495         $46,957                $54,744            $60,655              $62,189
  Nonsignatory & Other                                  151             389                    353                301                  414
                                                    $13,646         $47,346                $55,097            $60,956              $62,603

 CPTC Rentals
  Central Terminal Building & Apron                 $10,095         $26,854                $29,638            $21,846              $22,524
   Central Terminal Tenant Finishes                  17,772          35,984                 41,590             46,934               50,829
                                                    $27,867         $62,838                $71,228            $68,780              $73,352

CPTC Cost Recoveries
  Operations Charge                                  $4,073           $9,102               $12,155            $13,643              $12,013
  Automated Gateway Transit System                    2,618            6,142                 6,528              6,708                8,260
  Insurance Premium
  Reimbursement                                         593           1,519                  1,558              1,278                1,097
                                                     $7,284         $16,763                $20,241            $21,629              $21,370

Concession Revenues
  Terminal Concessions                              $24,250         $60,957               $64,430             $71,069              $71,961
  Communication Services & Other                        530           3,334                 3,394               3,675                3,675
  Parking                                            41,217         105,807               105,653              98,016               95,577
  Car Rentals                                        14,230          31,966                32,165              29,758               26,665
  Ground Transportation                                 574             959                 1,054                 886                1,576
                                                    $80,801        $203,022              $206,695            $203,404             $199,454

Other Revenues
  Other Building Revenues                           $ 5,854         $ 8,567                $12,436            $12,295              $14,735
  Ground Rentals                                      6,854          13,062                 14,362             18,307               17,407
  Other Income                                        4,914           4,850                  6,145              4,165                5,721
                                                    $17,622         $26,479                $32,943            $34,767              $37,863

Non-Airline Cost Recoveries
Sky Train & Rental Car Center                                                                                                       $4,099
Rental Car Center O&M                                                                                                                2,058
                                                                                                                                    $6,157

Revenues(3)                                        $147,221        $356,447              $386,203            $389,536             $400,799
Accrual to Cash Basis Adjustment(4)                 ($2,181)       ($33,108)              ($4,190)             $1,961                4,437
Total Operating Revenues (Cash
Basis)(5)                                          $145,040        $323,339              $382,013            $391,497             $405,236
______________________________
(1)
    Fiscal Year 2006 is a six month period commencing January 1, 2006 and ending June 30, 2006; Fiscal Years 2007 through 2010 are twelve
    month periods ending June 30.
(2)
    Fiscal Year 2010 numbers are unaudited.
(3)
    Fiscal Year 2006 through 2010 figures were prepared on an unaudited accrual basis.
(4)
    Conversion to cash basis for Master Bond Ordinance purposes.
(5)
    Additions from CIP Reconciliation as reported in the audited financial statements of the Department of Aviation .
(6)
    As reported in the financial records of the City. The City previously only included investment earnings on the Operating Fund; however, as
    permitted under the Master Bond Ordinance, the above presentation now includes investment earnings on both the Operating Fund and the
    Renewal and Extension Fund for purposes of the calculation of the debt service coverage.

Source: City of Atlanta, Department of Aviation.




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                                                                     64
                                                    Historical Revenue and Expenses
                                           Cash Basis: Conversion from Accrual to Cash Basis(1)
                                                         (amounts in thousands)
                                               (CONTINUED FROM PREVIOUS PAGE)

                                           Fiscal Year 2006    Fiscal Year 2007     Fiscal Year 2008    Fiscal Year 2009      Fiscal Year 2010(2)
Expenses
  Administration                                    $7,325          $29,545               $37,742             $30,779              $45,194
  Operations & Security                              3,532           11,024                22,567              24,123               21,010
  AGTS Maintenance                                   4,373           10,626                10,781              11,620               12,453
  Building Maintenance                               2,592            4,531                 6,354               8,257                5,860
  Rental Car Center Operations                                                                                                       2,491
  SkyTrain & Rental Car Center                                                                                                       1,937
  Parking Operations                                   227           22,278                 20,920             21,125               21,359
  Airfield Maintenance                               4,776           12,585                 14,306             19,486               15,971
  Fire Services                                      8,913           21,288                 22,162             22,951               21,135
  Police Services                                    5,890           15,935                 16,403             15,620               15,749
  Other City Departments                             3,885            3,395                  4,633              1,339                7,363
  Nondepartmental                                   21,013           15,658                 20,758             15,854               26,226
  Planning & Development                            11,078            8,993                  5,067              7,409               16,780


Expenses(3)                                        $73,605         $155,862              $181,693            $178,563             $213,528

Accrual to Cash Basis Adjustment(4)                  $748          ($22,422)              ($15,419)           ($5,159)             ($9,009)

Total Operating Expenses (Cash
Basis)(5)                                          $74,353         $133,440              $166,274            $173,404             $204,519

Net Operating Revenues (Cash Basis)                $70,687         $189,899              $215,739            $218,093             $200,717

Investment Income(6)                                $7,561          $15,825               $23,855             $13,227               $9,661

Net Revenues                                       $78,248         $205,724              $239,594            $231,320             $210,378
______________________________
(1)
    Fiscal Year 2006 is a six month period commencing January 1, 2006 and ending June 30, 2006; Fiscal Years 2007 through 2010 are twelve
    month periods ending June 30.
(2)
    Fiscal Year 2010 numbers are unaudited.
(3)
    Fiscal Year 2006 through 2010 figures were prepared on an unaudited accrual basis.
(4)
    Conversion to cash basis for Master Bond Ordinance purposes.
(5)
    Additions from CIP Reconciliation as reported in the audited financial statements of the Department of Aviation .
(6)
    As reported in the financial records of the City. The City previously only included investment earnings on the Operating Fund; however, as
    permitted under the Master Bond Ordinance, the above presentation now includes investment earnings on both the Operating Fund and the
    Renewal and Extension Fund for purposes of the calculation of the debt service coverage. Earnings exclude unrealized gains.

Source: City of Atlanta, Department of Aviation.


       The Department of Aviation has maintained careful management of operating expenses
and oversight of revenue generating agreements to ensure a steady stream of revenues. Total
operating revenues (on a cash basis) increased significantly from $323.3 million in Fiscal Year
2007 to $405.2 million in Fiscal Year 2010. This increase is attributable to increased landing
fees generated from the cost recovery charges for Runway 10/28 (which opened in June 2006);
increased terminal concessions revenues due to new stores and restaurants as well as increased
passenger activity; and an increase in revenues attributable to the opening of the Rental Car
Center and SkyTrain.

        Total operating expenses (on a cash basis) were $204.5 million in Fiscal Year 2010
compared to $133.4 million in Fiscal Year 2007, a $71.1 million increase. The major
contributors to this change are the addition of expenses related to new projects now in operation
(including Runway 10/28, the Rental Car Center and SkyTrain); the reclassification of certain



                                                                     65
capital program related expenditures to operating expenses; and increased personnel expenses,
including higher salaries and benefits.

        Fiscal Year 2010 net operating revenues were $200.7 million which was over $10.82
million more than the $189.9 million generated in Fiscal Year 2007. During the last five Fiscal
Years ended June 30, 2010, the Airport consistently generated positive cash flow in excess of
debt service coverage requirements. The audited cash basis statement of debt service coverage is
presented under the caption "Historical Debt Service Coverage" below.

Historical Debt Service Coverage

        Outstanding Senior Lien General Revenue Bonds. The following table presents the
historical debt service coverage for the Outstanding Senior Lien General Revenue Bonds for
Fiscal Years 2006 through 2010. The amounts are presented on a cash basis of accounting as
reported in the Statement of Cash Flows included in the applicable audited financial statements
from Fiscal Years 2006 through 2009. The table sets forth for the Fiscal Years indicated (1)
Total Revenues, (2) Total Operating Expenses (3) Net Revenues Available for Debt Service, (4)
General Revenue Bond Debt Service Requirements, (5) the General Revenue Bond Debt Service
paid from PFC Revenues, (6) the General Revenue Bond Debt Service paid from Net Revenues,
and (7) the debt service coverage on General Bond Revenue Debt Service paid from Net
Revenues, each computed as required under the Bond Ordinance. See "REPORT OF THE
AIRPORT CONSULTANT AND RATE COVENANT FORECAST" herein and
"APPENDIX A – REPORT OF THE AIRPORT CONSULTANT – Debt Service Coverage"
attached hereto for forecasted debt service coverage through Fiscal Year 2015 for Debt Service
on General Revenue Bonds paid from Net Revenues.




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                                              66
                                                             Historical Debt Service Coverage
                                                           General Revenue Bonds Cash Basis(1)(2)
                                                                  (amounts in thousands)

                                                                                Fiscal Year      Fiscal Year      Fiscal Year      Fiscal Year     Fiscal Year
                                                                                  2006(3)           2007            2008(4)          2009(4)        2010)(2)(4)
Revenues:
   Receipts from Customers & Tenants                                            $145,040          $323,339         $382,013        $391,497        $405,236
   Investment Income (Operating Fund and Renewal and Extension Fund(5)             7,561            15,825           23,855          13,227           9,661
Total Revenues                                                                  $152,601          $339,164         $405,868        $404,724        $414,897

Operating Expenses:
   Payments to Suppliers for Goods & Services                                       30,700          55,400           89,728          86,850          126,068
   Payments to or on Behalf of Employees                                            32,575          69,047           76,546          86,554           78,451
   Other Payments                                                                        -               -                -               -
   Additions from CIP Reconciliations                                               11,078           8,993                -               -
Total Operating Expenses                                                           $74,353        $133,440         $166,274        $173,404        $204,519

Net Revenues                                                                       $78,248        $205,724         $239,594        $231,320        $210,378

General Revenue Bond Debt Service Requirements                                     $24,061         $92,487         $114,312        $152,181        $145,835

General Revenue Bond Debt Service paid from PFC Revenues(6)                              -                -                 -        $23,100         $19,000

General Revenue Bond Debt paid from Net Revenues                                   $24,061         $92,487         $114,312        $129,081        $126,835

Debt Service Coverage on General Revenue Bond Debt Service paid from                 3.25             2.22             2.10              1.79           1.66
Net Revenues
       ______________________
       (1)
             Fiscal Year 2006 is a six month period commencing January 1, 2006 and ending June 30, 2006; Fiscal Years 2007 through 2010 are twelve
             month periods ending June 30.
       (2)
             Fiscal Year 2006 through 2009 numbers are audited, except for Investment Income (Operating Fund and Renewal and Extension Fund.
             Fiscal Year 2010 numbers are unaudited.
       (3)
             Fiscal Year 2006 debt service coverage is not meaningful given that it was a six month period and did not include the principal payments
             made on January 1, 2006, all of which was reflected in Fiscal Year 2005.
       (4)
             Fiscal Years 2008 and 2009 have the CIP reconciliation adjustment included in the "Payments to Suppliers for Goods & Services,"
             "Payments to or on behalf of Employee," "Other Payments" rather than as one line item as in previous years.
       (5)
             As reported in the financial records of the City. The City previously only included investment earnings on the Operating Fund; however, as
             permitted under the Master Bond Ordinance, the above presentation now includes investment earnings on both the Operating Fund and the
             Renewal and Extension Fund for purposes of calculation of the debt service coverage.
       (6)
             In Fiscal Years 2007 and 2008, $6.0 million and $16.0 million of PFC Revenues respectively were used to fund General Revenue Bond
             Debt Service; however, these amounts are not deducted from the Debt Service Requirements for General Revenue Bonds. In Fiscal Year
             2009 and 2010, $23.1 million and $19.0, respectively, of PFC Revenues were used to fund interest in lieu of capitalized interest funds.

        Source: City of Atlanta, Department of Aviation.




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                                                                              67
         PFC Revenue Hybrid Bonds. The following table depicts the historical debt service
 coverage for the PFC Revenue Hybrid Bonds for Fiscal Years 2006 through 2010 pursuant to the
 requirements of the Master Bond Ordinance. The amounts are presented on a cash basis of
 accounting as reported in the Statement of Cash Flows included in the applicable audited
 financial statements from Fiscal Years 2006 through 2009. The table sets forth for the Fiscal
 Years indicated (1) the PFC Revenues, (2) the Debt Service Requirements for PFC Hybrid
 Revenue Bonds, (3) the Hybrid Bond Debt Service paid from General Revenues, (4) the Hybrid
 Bond Debt Service paid from PFC Revenues, and (5) the debt service coverage on Hybrid Bonds
 paid from PFC Revenues, each computed as required under the Bond Ordinance. See "REPORT
 OF THE AIRPORT CONSULTANT AND RATE COVENANT FORECAST" herein and
 "APPENDIX A – REPORT OF THE AIRPORT CONSULTANT – Debt Service Coverage"
 attached hereto for forecasted debt service coverage through Fiscal Year 2015 for Debt Service
 on PFC Revenue Bonds paid from PFC Revenues.
                                                    Historical Debt Service Coverage
                                      Outstanding PFC Revenue Hybrid Bonds Cash Basis, Audited(1)(2)
                                                         (amounts in thousands)

                                                                  Fiscal Year     Fiscal Year      Fiscal Year     Fiscal Year     Fiscal Year
                                                                    2006(3)          2007             2008            2009           2010(2)
PFC Collections                                                    $82,541        $155,265          $180,089       $166,714        $165,765
Investment Earnings(4)                                                5,594          26,049           22,202          12,145          10,432
PFC Revenues                                                       $88,135        $181,314          $202,291       $178,859        $176,197

Debt Service Requirements for PFC Revenue Hybrid Bonds(5)           $21,717         $56,108          $55,715         $32,159         $31,634

PFC Revenue Hybrid Bond Debt Service paid from General                     -                -               -               -               -
Revenues

PFC Revenue Hybrid Bond Debt Service paid from PFC                  $21,717         $56,108          $55,715         $32,159         $31,634
Revenues

Debt Service Coverage on PFC Revenue Hybrid Bonds paid                 4.06             3.23             3.63            5.56             5.57
from PFC Revenues
  ______________________
  (1)
      Fiscal Year 2006 is a six month period commencing January 1, 2006 and ending June 30, 2006; Fiscal Years 2007 through 2010 are twelve
      month periods ending June 30.
  (2)
      Fiscal Year 2010 numbers are unaudited.
  (3)
      Fiscal Years 2006 through 2010 are reported earnings from the City's audited financial statements. Earnings exclude unrealized gains.
  (4)
      Fiscal Year 2006 debt service coverage is not meaningful given that it was a six month period and did not include the principal payments
      made on January 1, 2006, all of which was reflected in Fiscal Year 2005.
  (5)
      Calculated per the requirements of the Bond Ordinance.

 Source: City of Atlanta, Department of Aviation.


        As illustrated in the table above, the Airport consistently generated positive cash flow in
 excess of debt service coverage requirements during the five Fiscal Years ended June 30, 2010.
 Debt service coverage exceeded 3.2x for each Fiscal Year during that period, reaching a high of
 5.57x in Fiscal Year 2010.




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                                                                      68
Historical Airline Payments

       The following table below presents historical airline landing fees, terminal rentals, and
other charges paid by the passenger airlines serving the Airport and summarizes the total of all
such airline payments per enplaned passenger for Fiscal Year 2006 through Fiscal Year 2010.
For information concerning forecast airline landing fees, terminal rentals, and other charges paid
by the passenger airlines serving the Airport, see "APPENDIX A – REPORT OF THE
AIRPORT CONSULTANT – AIRLINE REVENUES" attached hereto.
                                     Historical Airline Payments per Enplaned Passenger Paid to the City
                                                         Accrual Basis, Unaudited(1)(2)
                                       (dollar and passengers in thousands except per passenger rates)
                                                             Fiscal Year    Fiscal Year      Fiscal Year      Fiscal Year    Fiscal Year
                                                               2006(3)         2007             2008             2009          2010(2)
  Landing Fees                                                $13,646         $47,345        $ 55,098         $ 60,956       $ 62,603
  CPTC Rentals(4)                                               40,691         88,038          100,599         100,302        104,922
  CPTC Cost Recoveries(4)                                        7,284         16,763           20,240          21,628         21,370

  Less: Concession Credit & Non-Signatory Landing Fees         (12,824)        (26,834)         (31,980)       (33,840)        (34,250)

  Total Passenger Airline Payments                            $48,797        $125,312         $143,957        $149,046       $154,645

  Enplaned Passengers                                          21,080          43,293           45,287          44,797          45,363

    Airline Payments per Enplaned Passenger                         $2.31          $2.89             $3.40            $3.33     $3.40
______________________
(1)
       Fiscal Year 2006 is a six month period commencing January 1, 2006 and ending June 30, 2006; Fiscal Years 2007 through 2010 are twelve
       month periods ending June 30.
(2)
       Fiscal Year 2010 numbers are unaudited.
(3)
       Fiscal Year 2006 is a six month period and includes airline payments and enplanement figures for that period only.
(4)
       Central Passenger Terminal Complex (CPTC).

Source: City of Atlanta, Department of Aviation.


       In addition to the above payments, each airline is responsible for maintaining its
exclusive leased premises and for paying the pro rata share of the costs of maintaining joint
leased premises. The CPTC is operated and maintained on behalf of the contracting airlines by
AATC, a corporation established by the airlines for that purpose. CPTC operating and
maintenance expenses incurred by AATC are paid directly by the airlines and are not recoded as
expenses by the Department of Aviation.

         The City contracts management, operation and maintenance of common-use terminal
facilities at the Airport to TBI. The City recovers TBI equivalent terminal rentals and operations
charges according to CPTC Lease methodologies. TBI also pays all other operating and
maintenance expenses associated with the common-use facilities. TBI recovers all such terminal
rentals, operations charges and expenses, plus a management fee, from the airlines through per
passenger use charges, which are set quarterly. The operating and maintenance expenses
incurred by TBI, and its management fee, are not recorded as expenses by the Department of
Aviation.

        In Fiscal Year 2010, airline payments per enplaned passenger to the City averaged $3.40,
airline payments per enplaned passenger to TBI averaged $0.53 and airline payments per
enplaned passenger to AATC averaged $1.02, for a combined average airline payment per
enplaned passenger of $4.95 in Fiscal Year 2010.



                                                                    69
Analysis of Airport Operations

        The following represents management of the Department of Aviation's discussion and
analysis of results of operations at the Airport. For a discussion of the Department of Aviation's
financial performance in Fiscal Year 2009, see "Management's Discussion and Analysis" in
"APPENDIX E - AUDITED FINANCIAL STATEMENTS OF THE CITY OF ATLANTA,
GEORGIA DEPARTMENT OF AVIATION FOR THE FISCAL YEARS ENDED JUNE 30,
2009 AND JUNE 30, 2008."

       The Economy of Fiscal Year 2010 and its Effects on the Airport. As the U.S. economy
slowly recovered from the recession, both consumer confidence and personal disposable income
remained low throughout Fiscal Year 2010. These economic conditions presented unique
challenges to the Airport as decreases in both consumer confidence and disposable income
diminished the demand for air travel in the market as a whole. Compounding this effect was the
tendency for passengers to consume less at the Airport's concession outlets than had been
observed in previous years.

        The impact of the economic downturn on passenger traffic at the Airport, however, was
not as severe as the rest of the industry. Whereas North American passenger traffic declined by
5.2% in calendar year 2009, the Airport experienced a modest increase of 1.3% for Fiscal Year
2010. Notably, in the first eight months of 2010 relative to the first eight months of 2009, the
number of enplaned passengers at the Airport increased by 0.4%. This modest increase was
primarily due to the fact that 68% of passengers that use the Airport are connecting from one
flight to another and during periods of declining travel demand, airlines tend to shed point-to-
point service in favor of consolidating traffic and routing passengers through their hubs. As
Delta and AirTran reduced point-to-point capacity in other markets, the air travel demand in
those markets was accommodated across their respective hubs in Atlanta. Any decline in Atlanta
origin and destination demand was essentially off-set by more robust connecting activity
associated with airline network optimization.

       Nevertheless, the Department of Aviation was proactive during Fiscal Year 2010 in
confronting the effects of the recession and the resulting decline in traffic. Particular emphasis
was placed on maintaining robust cash reserves while minimizing operating expenses. As of
June 30, 2010, the Department of Aviation held net unrestricted cash balances of $454.2 million
on an unaudited basis. Based upon these balances, the Department of Aviation can cover 776
days of its current operating expenses with its unrestricted cash balance.

         Fiscal Year 2010 versus Fiscal Year 2009 Results. Despite the economic difficulties
experienced throughout Fiscal Year 2010, the Department of Aviation was able to maintain
comparable financial performance relative to Fiscal Year 2009. Total operating revenues (on a
cash basis) increased to $405.2 in Fiscal Year 2010 versus $391.5 million in Fiscal Year 2009,
an improvement of $13.7 million, or 3.5%. This was mainly attributable to modest passenger
traffic increases, new concessions initiatives and new lease revenues related to the opening of the
Rental Car Center and Skytrain. Total operating expenses (on a cash basis) increased by $31.1
million, or 17.9%, primarily due to a $9.4 million write-off of previously classified capital
projects, the addition of $5.7 million in costs associated with a full year of operations for the
Rental Car Center and Skytrain, and an increase of $3.9 million in indirect costs and employee



                                                70
salaries and benefits. An additional $8.1 million increase is the result of a credit to legal
expenses that were previously incurred in Fiscal Year 2009 but did not happen until Fiscal Year
2010. The result was that net operating revenues were $200.7 million in Fiscal Year 2010, $17.4
million (or -8.0%) less than in Fiscal Year 2009 ($218.1 million).

         Fiscal Year 2011 Operating Budget. Management of the Department of Aviation
developed the Fiscal Year 2011 operating budget after considering a number of factors including
recent years' operating revenue and expense trends and uncertainty around the level of passenger
traffic at the Airport. In combination with initiatives to increase revenues, the City implemented
measures to reduce operating expenses in Fiscal Year 2011. In July 2010, the Department of
Aviation reduced its workforce with the elimination of 67 positions and 62 vacant positions,
saving approximately $3.9 million in budgeted expenses. In addition, approximately $6.8
million of reductions in contractual services and other non-personnel expenses are budgeted.

         The Fiscal Year 2011 operating budget estimates revenues of $406.4 million, $5.6
million (or 1.4%) higher than the unaudited accrual revenues for Fiscal Year 2010. The
Department of Aviation anticipates that airline revenues will increase due to higher passenger
traffic activity combined with parking rate increases and increased capital cost recoveries from
airline and non-airline tenants. The Fiscal Year 2011 operating budget estimates expenses of
$224.4 million, approximately $10.9 million higher than the unaudited accrual expenses for
Fiscal Year 2010. The increase in Fiscal Year 2011 expenses is primarily due to a full year of
Rental Car Center expenses (which facility opened in December 2009) budgeted at $8.8 million,
$4.7 million in AGTS one-time maintenance costs and $1.7 million in additional annual
recurring operating expenses related to AGTS. Additionally, reporting format change rather than
an increase in core operating expenses is responsible for a significant portion of the budgeted
increase versus Fiscal Year 2010. Commencing in Fiscal Year 2011, the City will now record as
operating expenses $19.5 million of costs to be incurred by TBI to manage common-use
facilities at Concourse D and E. Such common use manager expenses (and offsetting revenues)
were previously excluded. Excluding this reporting change, year over year operating expenses
are expected to decrease by $8.5 million. Fiscal Year 2011 net operating revenues, ($182
million) plus estimated investment income ($9 million) are projected at $191 million.

Funding of the Debt Service Reserve Requirement

        Senior Lien General Revenue Bonds. Since 2000, the City has satisfied the Debt Service
Reserve Requirement for the Outstanding Senior Lien General Revenue Bonds with a
combination of two Reserve Account Credit Facilities issued by Financial Guaranty Insurance
Company ("FGIC"), a Reserve Account Credit Facility issued by Financial Security Assurance,
Inc. ("FSA") and cash deposited in the various subaccounts of the Debt Service Reserve Account
securing the Senior Lien General Revenue Bonds, as permitted under the Bond Ordinance.

       In February 2008, as a result of the downgrade in the ratings of FGIC below the
minimum rating required for eligible Reserve Account Credit Facilities under the Bond
Ordinance, the City was required to either secure a substitute Reserve Account Credit Facility for
the two impacted facilities then in place or to commence equal monthly deposits to the Debt
Service Reserve Account securing the Senior Lien General Revenue Bonds over a twenty-four
month period to satisfy the related Debt Service Reserve Requirement. Beginning on May 1,



                                               71
2008, the City began making monthly transfers of $6,069,803 from the Airport's operating fund
to the Debt Service Reserve Account securing the Senior Lien General Revenue Bonds. Six
monthly transfers were made through October 1, 2008, totaling $36,418,818 (a portion of these
funds subsequently were used as part of the defeasance of the 1977 Ordinance Bonds). During
this time period, the City funded the Debt Service Reserve Requirement for amounts then
outstanding under the Series 2010A/B Commercial Paper Program with proceeds of the Series
2010A/B Commercial Paper Program.

        On September 30, 2008, a reinsurance transaction closed whereby MBIA Insurance
Corporation ("MBIA") provided a credit wrap of FGIC's insured municipal bond portfolio. On
October 27, 2008, Standard & Poor's Financial Services LLC assigned a rating to the reinsurance
transaction which resulted in the two Reserve Account Credit Facilities issued by FGIC securing
the Senior Lien General Revenue Bonds being once again eligible to satisfy the applicable Debt
Service Reserve Requirement. The City discontinued the 1/24th monthly cash funding of the
related Debt Service Reserve Account at that time, but kept the prior cash deposits, plus interest
earnings thereon, in the Debt Service Reserve Account.

        On June 5, 2009, as a result of a rating downgrade of National Public Finance Guarantee
("NPFG," formerly MBIA of Illinois, the municipal bond insurance component of MBIA), the
two Reserve Account Credit Facilities issued by FGIC once again failed to meet the minimum
rating for eligible Reserve Account Credit Facilities under the Bond Ordinance. As a result, on
September 1, 2009, the City began making monthly payments of $4,440,145 to the Debt Service
Reserve Account to fund the Debt Service Reserve Requirement for the Outstanding Senior Lien
General Revenue Bonds. As of November 1, 2010, fifteen monthly transfers were made through
and including November 1, 2010, totaling $66,602,175. During this time period, the City funded
the Debt Service Reserve Requirement for amounts then outstanding under the Series 2010A/B
Commercial Paper Program with proceeds of the Series 2010A/B Commercial Paper Program,
and, since July 15, 2010, the City funded the Debt Service Reserve Requirement for amounts
then outstanding under Series 2010A/B Commercial Paper Program with proceeds of the Series
2010A/B Commercial Paper Program. As a result of these deposits, the City is currently in
compliance with the Bond Ordinance provisions related to the Debt Service Reserve
Requirement for the Outstanding Senior Lien General Revenue Bonds.

         Upon the issuance of the Series 2010A General Revenue Bonds, the funded amount of
the Debt Service Reserve Requirement for the Outstanding Senior Lien General Revenue Bonds
will be $131,106,582, excluding the requirement with respect to the amounts then outstanding
under the Series 2010A/B Commercial Paper Program while the actual Debt Service Reserve
Requirement for the Outstanding Senior Lien General Revenue Bonds will be $151,306,446.
Four additional full monthly payments of $4,440,145 plus a final partial monthly payment will
be required to fully fund the Debt Service Reserve Requirement for the Outstanding Senior Lien
General Revenue Bond, all of which payments the City intends to make from available funds.
The status of the Debt Service Reserve Account with respect to the Outstanding Senior Lien
General Revenue Bonds, including the amounts and the values of Reserve Account Credit
Facilities deposited in the various subaccounts of the Debt Service Reserve Account securing the
Senior Lien General Revenue Bonds upon the issuance of the Series 2010A General Revenue
Bonds, excluding the amounts securing the Series 2010 A/B General Revenue Notes, is set forth
in the table below.


                                               72
                                                                     Value Credited to the
                  Source                                      Debt Service Reserve Requirement(1)
Reserve Account Credit Facility – FSA(2)                                 $ 13,279,587

Cash on Deposit in Debt Service Reserve
Account as of November 1, 2010                                                99,312,219
Proceeds of Series 2010A General Revenue
Bonds to be Deposited                                                        18,514,776
Total                                                                      $131,106,582
_______________________
(1)
      Excludes the amounts for the Series 2010A/B Commercial Paper Program.
(2)
      The value credited to the Reserve Account Credit Facility issued by FSA (now Assured Guaranty
      Municipal) is the lesser of the stated amount and the Debt Service Reserve Requirement associated with the
      Series 2004A/B Bonds.

Source: City of Atlanta Department of Aviation

       Notwithstanding the fact that the City has been cash funding the resultant shortfalls in the
Debt Service Reserve Requirement for the Outstanding Senior Lien General Revenue Bonds, the
City continues to have the legal right to draw on the Reserve Account Credit Facilities currently
on deposit in the Debt Service Reserve Account for the Outstanding Senior Lien General
Revenue Bonds.

        PFC Revenue Hybrid Bonds. The City has satisfied the Debt Service Reserve
Requirement for the Outstanding PFC Revenue Hybrid Bonds with a combination of a Reserve
Account Credit Facility issued by FSA and cash deposited in the various subaccounts of the Debt
Service Reserve Account securing the PFC Revenue Hybrid Bonds, as permitted under the Bond
Ordinance. Upon the issuance of the Series 2010B PFC Revenue Hybrid Bonds, the Debt
Service Reserve Requirement for the Outstanding PFC Revenue Hybrid Bonds will be
$103,187,310. As a result of these deposits, the Debt Service Reserve Requirement for the
Outstanding PFC Revenue Hybrid Bonds will be fully funded. The status of the Debt Service
Reserve Account for the Outstanding PFC Revenue Hybrid Bonds, including the amounts and
the values of Reserve Account Credit Facilities deposited in the various subaccounts of the Debt
Service Reserve Account securing the Outstanding PFC Revenue Hybrid Bonds, upon the
issuance of the Series 2010B PFC Revenue Hybrid Bonds is set forth in the table below.




                           [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                         73
                                                                   Value Credited to the
                   Source                                    Debt Service Reserve Requirement
Reserve Account Credit Facility – FSA(1)                                $ 35,081,028
Cash on Deposit as of November 1, 2010                                    51,835,492
Proceeds of Series 2010B PFC Revenue
Hybrid Bonds to be deposited                                                 44,127,312
Total                                                                      $131,043,832
_____________________
(1)
    The value credited to the Reserve Account Credit Facility issued by FSA (now Assured Guaranty
    Municipal) is the lesser of the stated amount and the Debt Service Reserve Requirement associated with the
    Series 2004C/D/E PFC Revenue Hybrid Bonds.

Source: City of Atlanta Department of Aviation


        The City continues to have the legal right to draw on the Reserve Account Credit
Facilities currently on deposit in the Debt Service Reserve Account for the Outstanding PFC
Revenue Hybrid Bonds.

       For additional information on the Debt Service Reserve Requirement associated with the
Senior Lien General Revenue Bonds and the PFC Revenue Hybrid Bonds and the administration
of the Debt Service Reserve Accounts related thereto, see "SECURITY AND SOURCES OF
PAYMENT FOR THE SERIES 2010A/B BONDS - Debt Service Reserve Accounts" herein.

Debt Management Measures

        As the municipal and capital markets experienced severe disruptions in the last few years
due to insurer and bank downgrades, failed auctions, and the global credit crisis, the City has
taken, or is planning to take, the following actions to simplify its debt structure, reduce its
variable rate and swap exposure, and retire bonds early.

        Defeasance of 1977 Ordinance Bonds. In August 2009, the City used operating funds
and related debt service reserve monies to defease all of the then outstanding bonds issued under
the City's airport bond ordinance adopted May 18, 1977, as previously supplemented and
amended (the "1977 Ordinance Bonds"). Prior to their defeasance, the 1977 Ordinance Bonds
had a claim to payment from certain General Revenues prior to other Bonds. With the
defeasance of the 1977 Ordinance Bonds, the Outstanding Senior Lien General Revenue Bonds
are the only presently Outstanding Bonds secured by a Senior Lien on the General Revenues.

         Retirement of Auction Rate Securities. In February and March of 2008, the City used
$364,125,000 of unexpended proceeds from construction funds and available PFC Revenues to
retire all of the $51,625,000 original aggregate principal amount of its Airport General Revenue
Bonds, Series 2004I (Auction Rate Securities) (Non AMT) (the "Series 2004I Bonds") and
$348,250,000 original aggregate principal amount of its Airport Passenger Facility Charge and
Subordinate Lien General Revenue Bonds, Series 2004K (Auction Rate Securities) (AMT) (the
"Series 2004K Bonds"). Upon the early retirement of the Series 2004I Bonds and the Series
2004K Bonds, the only remaining auction rate securities were $28.5 million in Airport Passenger
Facility Charge and Subordinate Lien General Revenue Bonds (Auction Rate Securities), Series
2004D (AMT) (the "Series 2004D PFC Revenue Hybrid Bonds") and $53.35 million in Series


                                                       74
2004E PFC Revenue Hybrid Bonds outstanding. Since that time, the City has elected to use
various TSA and AIP grants to expedite the retirement of the Series 2004D PFC Revenue Hybrid
Bonds and the Series 2004E PFC Revenue Hybrid Bonds. As of October 1, 2010, the Series
2004D PFC Revenue Hybrid Bonds have been fully retired and only $26.55 million of principal
on the Series 2004E PFC Revenue Hybrid Bonds remain. The City expects to retire the
remaining principal amount of the Series 2004E PFC Revenue Hybrid Bonds before the end of
Fiscal Year 2012 with AIP grants and other available funds.

        Retirement of Outstanding Interest Rate Swap Agreements. At the beginning of the
Fiscal Year 2009, the Airport was a party to four outstanding interest rate swap agreements. By
the end of December 2009, the City had exercised its termination rights and terminated all four
of the outstanding interest rate swaps. On July 6, 2009, the City terminated two interest rate
swap agreements entered related to the Series 2003RF-B/C Bonds for a combined notional
amount of $490.17 million and made a termination payment in the amount of $18,470,000 from
the Renewal and Extension Fund to the respective counterparties. On December 23, 2009, the
City terminated two forward starting interest rate swap agreements related to a portion of the
Series 2000A Bonds and the Series 2000B Bonds for a combined notional amount of $455.9
million and made a termination payment in the amount of $39,960,000 from the Renewal and
Extension Fund to the respective counterparties. As a result of these actions, the City has
eliminated all of its swap and counterparty exposure. Moreover, the terminations were a key
step in the City's plans to issue long term fixed rate bonds to refund the Series 2003RF-B/C
Bonds as discussed below.

        Restructuring of Series 2003RF-B/C Bonds. Depending on market conditions, the City
expects to issue not later than the first quarter of 2011 up to $590 million in long term fixed rate
bonds to provide funds to, among other things, refund and redeem all of the outstanding principal
amount of the Series 2003RF-B/C Bonds. On or about September 28, 2009 each of the
respective liquidity providers for the Series 2003RF-B/C Bonds (collectively, the "Liquidity
Providers") declared an "Event of Termination" under the various Standby Bond Purchase
Agreements providing liquidity support for the Series 2003RF-B/C Bonds. Accordingly, the
"Event of Termination" asserted by the Liquidity Providers resulted in an immediate suspension
of all bondholders rights to optionally tender the Series 2003RF-B/C Bonds. Pursuant to the
provisions of the Bond Ordinance, interest on the Series 2003RF-B/C Bonds, other than any such
Series 2003RF-B/C Bonds held by the Liquidity Providers (the "Bank Bonds"), has been set at
SIFMA plus two percent per annum since the date of the "Event of Termination." As of the date
of this Official Statement, $70,664,000 in principal amount of the Series 2003RF-B/C Bonds are
being held as Bank Bonds. Bank Bonds bear interest at a rate which equals the sum of the
greater of (a)(i) the applicable prime rate or (ii) the sum of 1/2 of 1% of the applicable federal
funds rate, plus (b) three percent (3%); subject, however, to a cap set at the lesser of the
maximum legal rate or twenty-five percent (25%). The Bank Bonds are subject to redemption in
equal semi-annual principal payments of $8,833,000 on January 1 and July 1 of each year
through and until July 1, 2014, when all amounts relating thereto are due to be paid in full.

Pension and OPEB Matters

       The City has unfunded actuarial accrued liabilities of $675.0 million as of January 1,
2010 for the Police Officers' Pension Fund and the Firefighters' Pension Fund (on a combined


                                                75
basis) and $600.6 million as of July 1, 2009 (the date of the last available valuation) for the
General Employees' Pension Fund. The City's General Employees Pension Fund covers
employees of the City working in the Department of Aviation. For the Fiscal Years ended June
30, 2010 and June 30, 2009, the annual required contribution ("ARC") necessary to cover the
City's unfunded pension obligations was determined by an actuarial firm engaged by the City to
be $18.2 million and $17.8 million, respectively.

         As of June 30, 2008 (the date of the last available valuation), the total unfunded actuarial
accrued liability for the other post-employment benefits ("OPEB") of the City was determined to
be $1.09 billion. For the Fiscal Years ended June 30, 2010 and June 30, 2009, the ARC
necessary to cover normal cost each year and to amortize the OPEB unfunded actuarial accrued
liability over 30 years was determined by an actuarial firm engaged by the City to be $80.4
million and $77.3 million, respectively. For the Fiscal Years ended June 30, 2010 and June 30,
2009, the City paid $33.6 million and $29.2 million, respectively, of the respective ARC. For the
Fiscal Years ended June 30, 2010 and June 30, 2009, the portion of the ARC allocable to the
Department of Aviation was determined to be $11.7 million and $11.2 million, respectively, of
which $4.0 million and $1.6 million was paid in each such years, respectively.

       The table below sets forth the annual OPEB cost, the percentage of the annual OPEB cost
paid and the net OPEB obligation allocable to the Department of Aviation for the Fiscal Years
ended June 30, 2010 and June 30, 2009:

                                                        Percentage of
                             Annual OPEB                Annual OPEB                 Net OPEB
 Fiscal Year Ended               Cost                     Cost Paid                Obligation
    June 30, 2010             $11,269,000                  35.25%                  $24,426,000
    June 30, 2009             $10,978,000                  14.27%                  $17,129,000

        The City, as plan sponsor of the pension funds, is obligated to make the remainder of the
contributions necessary to provide funding for the payment of pension benefits, less any active
employee participant contributions. The City shares responsibility with its active employees and
retirees to provide the necessary payments to maintain OPEB coverage. For further historical
information relating to these matters, see Note 8 and certain required supplementary information
concerning pension and OPEB matters included as a part of "APPENDIX E - AUDITED
FINANCIAL STATEMENTS OF THE CITY OF ATLANTA, GEORGIA DEPARTMENT OF
AVIATION FOR THE FISCAL YEARS ENDED JUNE 30, 2009 AND JUNE 30, 2008"
attached hereto.


  REPORT OF THE AIRPORT CONSULTANT AND RATE COVENANT FORECAST

        In connection with the proposed issuance of the Series 2010A/B Bonds, the Airport
Consultant prepared the Report of the Airport Consultant which is attached hereto as
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT." The Report of the Airport
Consultant provides information with respect to the Airport, the Capital Improvement Plan and
financial factors relating to the Airport and the Series 2010A/B Bonds, the forecasts of financial
results for the Airport through Fiscal Year 2015, including the forecast sufficiency of General



                                                 76
Revenues to pay debt service on the Series 2010A General Revenue Bonds, the 2011 Refunding
Bonds and the 2011 New Money Bonds, the forecast sufficiency of PFC Revenues to pay debt
service on the Series 2010B PFC Revenue Hybrid Bonds, and compliance with the applicable
Additional Bonds test of the Bond Ordinance with regard to the issuance of the Series 2010A/B
Bonds and the 2011 Refunding Bonds.

        The Airport Consultant has assembled financial forecasts of General Revenues and PFC
Revenues available for debt service through Fiscal Year 2015 based upon assumptions and
estimates concerning future events and circumstances which the City and the Department of
Aviation believe to be reasonable. Sources of Revenues and forecast debt service coverage
ratios are contained in the Report of the Airport Consultant. The inclusion herein of the Report
of the Airport Consultant is qualified by the cautionary statements contained under "REPORT
OF THE AIRPORT CONSULTANT" herein.

       The following table, which has been extracted from the Report of the Airport Consultant,
shows forecast Net General Revenues available for debt service, Debt Service Requirements for
General Revenue Bonds, including the Series 2010A General Revenue Bonds, the 2011
Refunding Bonds and the 2011 New Money Bonds and debt service coverage on such Bonds.

        Forecasted Debt Service Coverage – Senior Lien General Revenue Bonds(1)
                                 (amounts in thousands)
                                              Debt Service
                                            Requirements for
        Fiscal              Net             General Revenue        Debt Service
        Year             Revenues                Bonds               Coverage
        2011             $197,213              $ 101,929               193%
        2012              210,387                128,840               163
        2013              252,919                165,485               153
        2014              300,754                200,940               150
        2015              293,766                195,844               150
   ________________
   (1)
       The Report of the Airport Consultant has not been revised to reflect the final terms of the
       Series 2010A/B Bonds.

   Source: APPENDIX A - REPORT OF THE AIRPORT CONSULTANT

        The following table, which has also been extracted from the Report of the Airport
Consultant, shows forecast PFC Revenues available for debt service, Debt Service Requirements
for PFC Revenue Bonds, including the Series 2010B PFC Revenue Hybrid Bonds and debt
service coverage on such Bonds.




                                                        77
            Forecasted Debt Service Coverage – PFC Revenue Hybrid Bonds(1)
                                (amounts in thousands)
                                              Debt Service
                                             Requirements
        Fiscal          Total PFC              paid from          Debt Service
        Year             Revenues           PFC Revenues           Coverage
        2011            $177,378                $42,188              420%
        2012              178,717                51,428              348
        2013              182,339                75,749              241
        2014              185,442                75,751              245
        2015              187,168                75,751              247
   ________________
   (1)
       The Report of the Airport Consultant has not been revised to reflect the final terms of the
       Series 2010A/B Bonds.

   Source: APPENDIX A - REPORT OF THE AIRPORT CONSULTANT

        The Report of the Airport Consultant should be read in its entirety for a discussion of
historical and forecast financial results of the Airport, and the assumptions and rationale
underlying the forecasts. As noted in the Report of the Airport Consultant, any forecast is
subject to uncertainties. Some of the assumptions used to develop the forecasts (including those
with respect to the terms of the Extended and Amended Airline Agreements) will not be realized,
and unanticipated events and circumstances may occur. Therefore, there will be differences
between forecast and actual results, and those differences may be material. See "CERTAIN
FACTORS AFFECTING THE AIR TRANSPORTATION INDUSTRY AND THE
AIRPORT - Assumptions in the Report of the Airport Consultant

      The Report of the Airport Consultant has been included herein in reliance upon the
knowledge and experience of the Airport Consultant as airport consultants.


            CERTAIN FACTORS AFFECTING THE AIR TRANSPORTATION
                        INDUSTRY AND THE AIRPORT

General

        The purchase and ownership of the Series 2010A/B Bonds involve investment risk. The
factors set forth below, among others, may affect the security for the Series 2010A/B Bonds.
The information below does not purport to be a comprehensive or exhaustive discussion of risks
or other considerations which may be relevant to an investment in the Series 2010A/B Bonds and
Bonds outstanding under the Bond Ordinance and the prospects for issuance of the
Series 2010A/B Bonds which, when and if issued, will serve as source of repayment for the
Series 2010A/B Bonds. In addition, the order in which the following information is presented is
not intended to reflect the relative importance of any such considerations. There can be no
assurance that other risks or considerations not discussed herein will not become material in the
future.




                                                        78
        For a more complete discussion of key factors affecting the air transportation industry, in
general, and airline traffic at the Airport in particular, see "APPENDIX A - REPORT OF THE
AIRPORT CONSULTANT" attached hereto, including, without limitation, the subsection
therein captioned "Key Factors Affecting Future Airline Traffic."

Financial Condition of the Airline Industry

         The numbers of passengers at the Airport, and thereby, the ability of the Airport to
generate Revenues, will depend partly on the profitability of the U.S. airline industry and the
associated ability of the industry and individual airlines, particularly Delta and AirTran, to make
the necessary investments to continue providing service. The economic condition of the industry
is volatile, and the aviation industry has undergone significant changes, including mergers,
acquisitions, bankruptcies and closures in recent years. Further, the aviation industry is sensitive
to a variety of factors, including (a) the cost and availability of labor, fuel, aircraft and insurance,
(b) general economic conditions, (c) international trade, (d) currency values, (e) competitive
considerations, including the effects of airline ticket pricing, (vi) traffic and airport capacity
constraints, (f) governmental regulation, including security regulations and taxes imposed on
airlines and passengers, and maintenance and environmental requirements, (g) passenger demand
for air travel, and (h) disruption caused by airline accidents, criminal incidents and acts of war or
terrorism, such as the events of September 11, 2001. The aviation industry is also vulnerable to
strikes and other union activities.

        In 2006 and 2007, the U.S. passenger airline industry as a whole was profitable, but in
2008, as oil and aviation fuel prices increased to unprecedented levels, the industry confronted a
profitability crisis. The industry responded by grounding older, less fuel-efficient aircraft,
adopting fuel-saving operating practices, hedging fuel requirements, reducing scheduled seat
capacity, eliminating unprofitable routes, laying off employees, reducing employee
compensation, reducing other non-fuel expenses, increasing airfares, and imposing ancillary fees
and charges. The U.S. passenger airlines collectively reduced domestic capacity (as measured by
available seat-miles) by approximately 10% in 2008 and by a further 7% in 2009.

        Overcapacity in the industry, the ability of consumers to compare airfares and book
flights easily via the Internet, and other competitive factors combined to reduce airfares between
2000 and 2005. During that period, the average domestic yield for U.S. airlines decreased from
14.9 cents to 12.7 cents per passenger-mile. In 2006 through 2008, as airlines reduced capacity
and were able to sustain fare increases, the average domestic yield increased to 14.7 cents per
passenger-mile. In 2009, yields again decreased, but in the first half of 2010, as travel demand
increased and seat capacity was reduced, yields increased.

         Most U.S. airlines have limited cash reserves and continuing losses could force some of
them to seek bankruptcy protection or liquidate. As discussed, Delta previously filed for, but has
since emerged from bankruptcy protection. In March and April 2008, Aloha (for the second
time), ATA (also for the second time), and Skybus Airlines, along with other small airlines,
declared bankruptcy and ceased operations. In April 2008, Frontier Airlines filed for Chapter 11
protection but continued to operate. Frontier emerged from bankruptcy in October 2009
following its acquisition by Republic Airways Holdings. In October 2009, American announced
that it was closing its St. Louis hub.



                                                  79
         The success of Delta's announced strategy for profitable operations in the face of high
fuel prices and reduced travel demand depends partly on the cost and revenue benefits to be
obtained from its merger with Northwest Airlines. The success of AirTran's announced strategy
depends partly on the effectiveness of its plans to contain capacity growth by deferring new
aircraft orders, to reduce non-fuel expenses, and to diversify its network by expanding service to
cities other than Atlanta. AirTran competes with Delta on all of its routes from the Airport.

        In the first half of 2010, the U.S. airline industry regained profitability as a result of
reducing capacity, increasing airfares, recording high load factors, and increasing ancillary
revenues. Sustained industry profitability will depend on economic growth to support travel
demand and continued capacity control. Any resumption of financial losses could cause U.S.
airlines to seek bankruptcy protection or liquidate. The liquidation of one or more of the large
network airlines could drastically affect airline service at many connecting hub airports, present
business opportunities for the remaining airlines and change airline travel patterns throughout the
U.S. aviation system.

        For further information regarding the financial condition and effect on operations of the
airlines, potential investors should refer to the statements and reports filed periodically by the
airlines with the SEC.           See also "APPENDIX A - REPORT OF THE AIRPORT
CONSULTANT" attached hereto, including, without limitation, the subsection therein captioned
"Financial Health of the Airline Industry."

General Factors Affecting Airline Activity and Air Carrier Revenues

        Numerous factors affect air traffic generally and air traffic at the Airport specifically, and
therefore may have a material impact on airline and Airport revenues. Demand for air travel is
influenced by factors such as population, levels of disposable income, the nature, level and
concentrations of industrial and commercial activity in the service area and the price of air travel.
The price of air travel is, in turn, affected by the number of airlines serving a particular airport
and a particular destination, the financial condition, cost structure and hubbing strategies of the
airlines serving an airport, the willingness of competing airlines to enter into an airport market,
the cost of operating at an airport, the price of fuel and any operating constraints (due to
capacity, environmental concerns or other related factors) limiting the frequency or timing of
airport traffic within the national system or at a particular airport. Although the City has
developed contingency plans that make assumptions as to the factors described above and
suggest a prudent response to such events, the City may anticipate but can never predict the
occurrence of any particular event or trend that could adversely impact airline activity and/or
General Revenues.

         The military conflict in Iraq and Afghanistan, combined with accompanying heightened
threat of terrorist activity, and the costs of fuel may cause a reduction in air travel and place
additional negative pressure on the airline industry. The September 11, 2001, terrorist attacks,
hostilities in Afghanistan, Iraq and elsewhere, the general economic downturn in the U.S.
economy, increased fuel costs and other factors have had a significant adverse impact on the air
transportation industry. As a result, the air transportation industry has sustained substantial
losses which have led to industry-wide layoffs and a reduction in the number of flights offered
by major airlines. Several airlines, including Delta, filed for protection under the U.S.



                                                 80
Bankruptcy Code in the early part of the industry's downturn. Many airlines have had their
credit ratings downgraded by national credit rating agencies. Potential investors are urged to
review the airlines' financial information on file with the SEC and the U.S. DOT. For a more
complete discussion of key factors affecting the air transportation industry, in general, and airline
traffic at the Airport in particular, see "APPENDIX A - REPORT OF THE AIRPORT
CONSULTANT" attached hereto, including, without limitation, the subsection therein captioned
"Key Factors Affecting Future Airline Traffic."

Airline Consolidation and Alliances

        In response to competitive pressures, the U.S. airline industry has consolidated. In
April 2001, American completed an acquisition of failing Trans World Airlines.            In
August 2001, merger plans for United and US Airways were proposed but rejected by the U.S.
DOT because of concerns about reduced airline competition. In September 2005, US Airways
and America West merged. In November 2006, the new US Airways proposed a merger with
Delta while the latter was in bankruptcy but Delta's management and creditors rejected the
hostile merger proposal. As previously discussed, in December 2009, Delta and Northwest
Airlines completed their merger. In October 2009, Republic Airways Holdings completed the
purchase of Frontier and Midwest airlines. Frontier and Midwest airlines plan to merge their
operations in November 2010.

        In May 2010, United and Continental announced their intention to merge, thereby
creating the largest airline in the world, as measured by domestic and international seat-miles. In
August 2010, the U.S. Department of Justice completed its antitrust review and approved the
merger. The merger was recently approved by the stockholders of both companies. In
September 2010, Southwest Airlines announced a proposal to acquire AirTran, thereby creating
the largest U.S. domestic airline, as measured by passengers enplaned. The merger is subject to
approval by the U.S. Department of Justice and AirTran's shareholders. See "THE
AIRPORT - Airlines Serving the Airport - AirTran Airways, Inc." herein and
"APPENDIX A - REPORT OF THE AIRPORT CONSULTANT" attached hereto. Various
other airline merger combinations have been rumored. Any such further airline consolidation
could change airline service patterns, particularly at the connecting hub airports of the merging
airlines.

        Alliances, joint ventures, and other marketing arrangements provide airlines with many
of the advantages of mergers and all of the large U.S. network airlines are members of such
alliances with foreign-flag airlines. Alliances typically involve marketing, code-sharing, and
scheduling arrangements to facilitate the transfer of passengers between the airlines. Joint
ventures involve even closer cooperation and the sharing of costs and revenues on certain routes.
In September 2004, Continental joined the Delta-led SkyTeam alliance but left the alliance to
join United in the Star Alliance in October 2009.

Aviation Safety and Security Concerns

        Concerns about the safety of airline travel and the effectiveness of security precautions
influence passenger travel behavior and airline travel demand. Anxieties about the safety of
flying and the inconveniences and delays associated with security screening procedures lead to



                                                 81
both the avoidance of travel and the switching from air to surface modes of transportation for
short trips. Safety concerns in the aftermath of the terrorist attacks in September 2001 were
largely responsible for the steep decline in airline travel nationwide in 2002. Since 2001,
government agencies, airlines, and airport operators have upgraded security measures to guard
against changing threats and maintain confidence in the safety of airline travel. These measures
include strengthened aircraft cockpit doors, changed flight crew procedures, increased presence
of armed sky marshals, federalization of airport security functions under the Transportation
Security Administration (TSA), more effective dissemination of information about threats, more
intensive screening of passengers and baggage, and deployment of new screening technologies.

        Public health and safety concerns have also affected air travel demand from time to time.
In 2003, concerns about the spread of severe acute respiratory syndrome (SARS) led public
health agencies to issue advisories against nonessential travel to certain regions of the world. In
2009, concerns about the spread of influenza caused by the H1N1 virus reduced certain
international travel, particularly to and from Mexico and Asia. In April 2010, airspace and
airports in much of Europe were closed for 6 days because of the threat to flight safety of the ash
cloud from the eruption of A volcano in Iceland.

        Historically, airline travel demand has recovered after temporary decreases stemming
from terrorist attacks or threats, hijackings, aircraft crashes, public health and safety concerns,
and international hostilities. Provided that precautions by government agencies, airlines, and
airport operators serve to maintain confidence in the safety of commercial aviation without
imposing unacceptable inconveniences for airline travelers, it can be expected that future
demand for airline travel at the Airport will depend primarily on economic, not safety or
security, factors.

       The Airport is in material compliance with all current federal, State and local security
requirements.

        The City cannot predict the likelihood of future terrorist attacks, whether involving the
airline industry or not, or the effect on the air transportation system if there are more terrorist
attacks or continued, increased or new hostilities. Similarly, the City cannot predict the duration
or extent of the reduction in air travel or the extent of the impact on General Revenues or the
financial condition of the Airport or any of the airlines operating at the Airport as a result of the
significant events described above, including the potential that these events may cause any of the
airlines to seek bankruptcy protection.

Effect of Bankruptcy on Airport Use Agreements

        When a Signatory Airline seeks protection under the bankruptcy laws, such airline or its
bankruptcy trustee must determine whether to assume or reject its agreements with the City
(a) within 60 days or later, if ordered by the court, with respect to its Airport Use Agreement or
other leases of real property, or (b) prior to the confirmation of a plan of reorganization with
respect to any other agreement. In the event of assumption, the airline would be required to cure
any prior defaults and to provide adequate assurance of future performance under the applicable
Airport Use Agreement or other agreements. Rejection of an Airport Use Agreement or other
agreement or executory contract would give rise to an unsecured claim of the City for damages,



                                                 82
the amount of which in the case of an Airport Use Agreement or other agreement is limited by
the U.S. Bankruptcy Code generally to the amounts accrued but unpaid prior to bankruptcy plus
the greater of (i) one year of rent or (ii) 15% of the total remaining lease payments, not to exceed
three years. However, the amount ultimately received in the event of a rejection of an Airport
Use Agreement or other agreement could be considerably less than the maximum amounts
allowed under the U.S. Bankruptcy Code. There is no assurance that the remaining Signatory
Airlines would be financially able to absorb the additional costs resulting from the bankruptcy of
any other Signatory Airline.

        Additionally, during the pendency of a bankruptcy proceeding, a debtor airline may not,
absent a court order, make any payments to the City on account of goods and services provided
prior to the bankruptcy. Thus, the City's stream of payments from a debtor airline would be
interrupted to the extent of pre-petition goods and services, including accrued rent and landing
fees. Although there can be no guarantee as to what an airline entity in bankruptcy will or will
not do, it is expected that the impact of any such interruption on the Airport, while adverse,
would be of a relatively short duration.

Airline Service and Routes

        The Airport serves both as a gateway to the Atlanta region and as a connecting hub. The
number of originating and destination passengers depends on the intrinsic attractiveness of the
Atlanta region as a business and leisure destination and the propensity of its residents to travel.
The number of connecting passengers, on the other hand, depends on the airline service provided
at the Airport and at other airports.

        Most mainline airlines have developed hub and spoke systems that allow them to offer
high-frequency service in many city-pair markets. Because most connecting passengers have a
choice of airlines and intermediate airports, connecting traffic at an airport depends on the route
networks and flight schedules of the airlines serving that airport and competing hub airports.

         As discussed under "THE AIRPORT - Airlines Serving the Airport" herein, the Airport is
the most important connecting hub in both Delta's and AirTran's systems; the majority of
passengers at the Airport are connecting between flights. As a result, much of the passenger
traffic at the Airport results from the route networks and flight schedules of Delta and AirTran
rather than the economy of the Airport service region. If either of these airlines were to reduce
connecting service at the Airport, such service would not necessarily be replaced by other
airlines. See APPENDIX A - REPORT OF THE AIRPORT CONSULTANT" attached hereto
for a discussion of the potential effects on passenger traffic of a drastic reduction in connecting
airline service at the Airport.

Capacity of the National Air Traffic Control System

        Demands on the national air traffic control system have, in the past, caused delays and
operational restrictions affecting airline schedules and passenger traffic. The FAA is gradually
implementing its Next Generation Air Transport System (NextGen) air traffic management
programs to modernize and automate the guidance and communications equipment of the air
traffic control system and enhance the use of airspace and runways through improved air



                                                83
navigation aids and procedures. After September 2001, and again in 2008 and 2009, air traffic
delays decreased as a result of reduced numbers of aircraft operations, but, as air travel demand
increases in the future, flight delays and restrictions should be expected.

Capacity of the Airport

         In addition to any future constraints that may be imposed by the capacity of the national
air traffic control and airport systems, future growth in airline traffic at the Airport will depend
on the provision of increased capacity at the Airport itself.

         Completion of the fifth runway at the Airport in May 2006 greatly increased the capacity
of the airfield to accommodate aircraft arrivals and departures, particularly in poor visibility. As
discussed under the caption "THE AIRPORT - Capital Improvement Plan" herein, operation of
the fifth runway permits the simultaneous use of three runways for aircraft arrivals in all weather
conditions. In a report on the capacity needs of the national airspace system released by the FAA
in May 2007, the Airport was characterized as not needing additional capacity until after 2025.
The new Maynard H. Jackson, Jr. International Terminal and planned additions to terminal,
ground access, and other facilities are also intended to ensure that Airport capacity will be
available to meet forecast passenger demand. The Maynard Holbrook Jackson, Jr. International
Terminal will provide a new eastern front door to the Airport for local international travelers.
The facility will provide 12 new international capable wide-body gates connected to the existing
28 international capable gates on Concourse E. The combined gate capacity will allow the
airport to grow from nine million annual international passengers to 13 million annual
international passengers. The design includes an additional Customs and Border Protection
passenger processing facility and baggage claim area. The Maynard Holbrook Jackson, Jr.
International Terminal will include ticketing check-in capacity for the 40 gate complex. The
additional Customs and Border Protection facility, baggage claim area and ticketing area will
provide capacity relief to those areas in the existing west terminal and Concourse E, as well as,
to the inbound roadway system servicing the existing west terminal.

Availability of Various Sources of Funding

        The funding plan for the Capital Improvement Plan as described herein and in the Report
of the Airport Consultant assumes that various federal grants will be received in amounts and at
times necessary to pay a portion of the costs of the Capital Improvement Plan. In addition, the
funding plan assumes, among other things, certain amounts of PFC Revenues will be available to
pay a portion of the costs of the Capital Improvement Plan on a pay as you go basis. The City's
ability to finance the Capital Improvement Plan also depends upon the orderly function of the
capital markets which, since September 2008, have experienced substantial disruptions and
negatively impacted the timing and ability of issuers of municipal debt, such as the City, to
access short and long term funding. No assurance can be given that these sources of funding will
actually be available in the amounts or on the schedule assumed.

        To the extent that any portion of the funding assumed in the funding plan is not available
as anticipated and/or the City is not able to access the capital markets in respect of its planned
issuance of commercial paper notes, General Revenue Bonds or Hybrid Bonds as currently
contemplated, the City may be required to downsize its Capital Improvement Plan. In addition,



                                                84
the City may be required to seek the approval of the Signatory Airlines before it may issue
additional indebtedness to help pay the costs associated with the Capital Improvement Plan,
because such actions would likely result in an increase in airline rates and charges to pay debt
service on such indebtedness. There is no assurance that the City will be able to obtain such
approval as and to the extent required at such time. As an alternative to issuing additional debt,
the Capital Improvement Plan may be downsized. See "THE AIRPORT - Capital Improvement
Plan"     herein     and     see     "APPENDIX A - REPORT            OF      THE       AIRPORT
CONSULTANT - CAPITAL IMPROVEMENT PLAN" attached hereto.

Costs of Capital Improvement Program and Schedule

         The estimated costs of, and the projected schedule for, the Capital Improvement Plan are
subject to a number of uncertainties. The ability of the City to complete the Capital
Improvement Plan may be adversely affected by various factors including, without limitation:
design and engineering errors, changes to the scope of the elements of the Capital Improvement
Plan, delays in contract awards, material and/or labor shortages, unforeseen site conditions,
adverse weather conditions, contractor defaults, labor disputes, unanticipated levels of inflation,
litigation, delays in permitting, and environmental issues. No assurance can be given that the
Capital Improvement Plan will not cost more than is currently estimated. Any schedule delays or
cost increases could result in the need to issue additional indebtedness and may result in
increased costs per enplaned passenger to the airlines utilizing the Airport. However, the MHJIT
project, which is a key element of the Capital Improvement Plan and is being funded, in part,
from the proceeds of the Series 2010A/B Bonds, is on budget and is scheduled to open in April
2012.

       Construction of large projects at airports also involves the risk of disruption of ongoing
operations and a resultant reluctance on the part of passengers and airlines to use the Airport.
The City has taken steps to minimize the impact of construction at the Airport and does not
believe that air traffic will be reduced.

Passenger Facility Charges

         The City's authority to impose and use PFCs is subject to certain terms and conditions
provided in the PFC Enabling Acts, the PFC Regulations and each PFC Authority. If the City
fails to comply with these requirements, the FAA may take action to terminate or to reduce the
City's authority to impose or to use PFCs. Some of the events that could cause the City to violate
these provisions are not within the City's control. In addition, failure to comply with the
provisions of the Noise Act may lead to termination of the City's authority to impose PFCs.
There is no assurance that the PFC Enabling Acts will not be repealed or amended or that the
PFC Regulations or any PFC Authority will not be amended in a manner that would adversely
affect the City's ability to collect and use PFC Revenues.

Insurance

        Airport Liability. The City purchases Airport Owners and Operators Liability Insurance
providing third party liability coverage for bodily injury and property damage arising from
aviation operations at the Airport. This policy renews annually on September 1st and provides up



                                                85
to $500 million in coverage limits with a deductible of $25,000/occurrence, not to exceed
$500,000 annual aggregate. War & Allied Perils is included in the program with a limit of $100
million.

       Property Liability. The property of the Department of Aviation is insured under a
separate policy covering only assets belonging to the Department of Aviation. This policy
renews annually on October 16 of each year. The program covers but is not limited to real and
personal property, boiler and machinery, flood, business interruption and related loss prevention
services. Limits and deductibles vary, but the most the policy will pay is $1 billion with policy
deductibles of $250,000 per occurrence and one times average daily value for time element
claims. Windstorm and flood coverage is provided with a limit of $100 million. Terrorism
coverage is included in the program with a limit of $1 billion. Airport property currently has a
replacement value of $2,614,963,682 (valued as of October 1, 2010).

        Airport Site Pollution Liability. The Airport purchases liability coverage for pollution
claims. A new carrier was selected in 2009 for a three year term covering the period from
September 27, 2009 through September 27, 2012. The policy provides $10 million per
occurrence with a $25 million aggregate and a $250,000 deductible. The premium was
significantly reduced by approximately 65% as this is a claim-made policy. Enhancements
included $2 million in mold coverage, $10 Million for Business Interruption and $10 Million for
non-owned disposal sites.

        Prior to the expiration of all policies, the City evaluates coverage and premium costs
before determining whether to renew or replace the existing coverage. There is no guarantee that
the same insurance coverages or policy limits will be available or obtained by the City in the
future. In 2009, the City enjoyed a 22% premium reduction on the Airport owner's policy and a
9% premium savings on Airport property policy. In 2010, the City was able to secure a 12.7%
reduction on the cost of the Airport owner's policy and is anticipating an estimated 12.5-13%
reduction on the Airport property policy.

Availability of Airline Financial and Operating Data

         Certain of the airlines or their parent corporations, including Delta and AirTran, are
subject to the information reporting requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and as such are required to file periodic reports, including financial and
operational data, with the SEC. All such reports and statements may be inspected in the Public
Reference Room of the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington,
DC 20549, and at the SEC's regional offices at the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, IL 60661-2511 and 233 Broadway, New York, NY 10279.
Copies of these reports and statements also may be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, NW, Washington, DC 20549, at prescribed rates. The
SEC maintains a website at http://www.sec.gov containing reports, proxy and information
statements and other information regarding registrants that file electronically with the SEC. In
addition, each domestic airline is required to file periodic reports of financial and operating
statistics with the U.S. DOT. These reports may be inspected at the following location:
Department of Transportation, Research and Special Programs Administration, Office of Airlines




                                               86
Statistics at Room 4125, 400 7th Street, SW, Washington, DC 20590, and copies of the reports
may be obtained from the U.S. DOT at prescribed rates.

       None of the City, including the Department of Aviation, or the Underwriters undertake
any responsibility for and make no representations as to the accuracy or completeness of the
content of information available from the SEC or the U.S. DOT as discussed in the preceding
paragraph, including updates of such information or links to other Internet sites accessed
through the SEC's web site.

Assumptions in the Report of the Airport Consultant

        The Report of the Airport Consultant included as APPENDIX A attached hereto
incorporates numerous assumptions regarding the future utilization and financial results of the
Airport, the terms of the Proposed Amended Airline Agreements and other matters. The Report
of the Airport Consultant should be read in its entirety for an understanding of all of the
assumptions used to prepare the forecasts made therein. No assurances can be given that the
assumptions on which the forecasts in the Report of the Airport Consultant is based will
materialize. Inevitably, some assumptions used to develop the forecasts will not be realized and
unanticipated events and circumstances will occur. Therefore, actual results achieved during the
forecast period will vary from those set forth in Report of the Airport Consultant and the
variations may be material. Further, the forecast period covered by the Report of the Airport
Consultant does not cover the entire period through maturity of the Series 2010A/B Bonds. See
"REPORT OF THE AIRPORT CONSULTANT AND RATE COVENANT FORECAST" herein
and "APPENDIX A - REPORT OF THE AIRPORT CONSULTANT" attached hereto.


                                          LITIGATION

         The City, like other similar bodies, is subject to a variety of suits and proceedings arising
in the ordinary conduct of its affairs. The City, after reviewing the current status of all pending
and threatened litigation with the City's Department of Law, believes that, while the outcome of
litigation cannot be predicted, the final settlement of all lawsuits which have been filed and of
any actions or claims pending or, to the knowledge of the City, threatened against the City or its
officials in such capacity are adequately covered by insurance or sovereign immunity or will not
have a material adverse effect upon the financial position or results of operations of the System.

        There is no litigation now pending or, to the knowledge of the City, threatened against
the City or the Airport which restrains or enjoins the issuance or delivery of the Series 2010A/B
Bonds or the use of the proceeds of the Series 2010A/B Bonds or which questions or contests the
validity of the Series 2010A/B Bonds or the proceedings and authority under which they are to
be issued, executed and delivered. Neither the creation, organization, nor existence of the City
or the Airport, nor the title of the present members or other officials of the City to their
respective offices, is being currently contested or questioned to the knowledge of the City.




                                                 87
                                        VALIDATION

       The City expects to receive an entry of a final judgment by the Superior Court of Fulton
County, Georgia on October 25, 2010, confirming and validating the Series 2010A/B Bonds and
the security therefore. Under State law, the judgment of validation is final and conclusive with
respect to the Series 2010A/B Bonds and the security therefore and is not subject to collateral
attack from other parties. Entry of a final, non-appealable validation order is a condition
precedent to the issuance and delivery of the Series 2010A/B Bonds.


                                      TAX MATTERS

Opinion of Co-Bond Counsel

        In the opinion of Co-Bond Counsel, under current law, interest on the Series 2010A/B
Bonds, including original issue discount ("OID"), on the Series 2010A/B Bonds, will not be
included in gross income for federal income tax purposes, except when held by a "substantial
user" of the 2010 Project or a "related person" within the meaning of Section 147(a) of the
Internal Revenue Code of 1986, as amended (the "Code") Interest on the Series 2010A/B Bonds,
including OID on the Series 2010A/B Bonds will be neither an item of tax preference nor taken
into account in determining adjusted current earnings for purposes of the federal alternative
minimum income tax imposed in individuals and corporations, and will be exempt from income
taxation by the State of Georgia.

       Co-Bond Counsel's opinion will be given in reliance on certifications by representatives
of the City as to certain facts relevant to both the opinion and requirements of the Code. The
City has covenanted to comply with provisions of the Code regarding, among other matters, the
use, expenditure and investment of the proceeds of the Series 2010A/B Bonds and the timely
payment to the United States of any arbitrage rebate amounts with respect to the Series 2010A/B
Bonds. Failure by the City to comply with such covenants could cause interest, including
accrued OID, on the Series 2010A/B Bonds, to be included in gross income for federal income
tax purposes retroactively to their date of issue.

        Except as described in the Section herein "Original Issue Discount," no other opinion is
expressed by Co-Bond Counsel regarding the tax consequences of the ownership of or the receipt
of the accrual of interest on the Series 2010A/B Bonds.

Original Issue Discount

       The initial public offering prices of each maturity of the Series 2010A General Revenue
Bonds maturing on January 1, 2020, and bearing interest at 3.375%, maturing on January 1,
2021, and bearing interest at 3.500%, maturing on January 1, 2022, and bearing interest at
3.800%, maturing on January 1, 2024, and bearing interest at 4.000%, maturing on January 1,
2026, and bearing interest at 4.250%, maturing on January 1, 2028, and bearing interest at
4.250%, maturing on January 1, 2029, and bearing interest at 4.500%, maturing on January 1,
2035, and bearing interest at 4.625%, and maturing on January 1, 2035, and bearing interest at
4.750%, and the Series 2010B PFC Revenue Hybrid Bonds maturing on January 1, 2015, and
bearing interest at 2.000%, and on January 1, 2021, and bearing interest at 3.750% (the "OID


                                              88
Bonds"), are less than their stated principal amount. In the opinion of Co-Bond Counsel, under
existing law, the difference between the stated principal amount and the initial offering price of
each maturity of the OID Bonds to the public (excluding bond houses and brokers) at which a
substantial amount of such maturity of the OID Bonds is sold will constitute OID. The
respective offering price set forth on the inside front cover of this Official Statement for the OID
Bonds is expected to be the initial offering price to the public at which a substantial amount of
each maturity of OID Bonds is sold.

       Under the Code, for purposes of determining the holder's adjusted basis in an OID Bond,
OID treated as having accrued while the holder holds the OID Bond will be added to the holder's
basis. OID will accrue on a constant yield-to-maturity method. The adjusted basis will be used
to determine taxable gain or loss upon the sale or other disposition (including redemption or
payment at maturity) of an OID Bond.

        Prospective purchasers of the OID Bonds should consult their own tax advisors with
respect to the calculation of accrued OID and the state and local tax consequences of owning or
disposing of OID Bonds.

Other Tax Matters

         In addition to the matters addressed above, prospective purchasers of the Series 2010A/B
Bonds should be aware that the ownership of tax-exempt obligations may result in collateral
federal income tax consequences to certain taxpayers, including without limitation, financial
institutions, property and casualty insurance companies, S corporations, foreign corporations
subject to the branch profits tax, corporations subject to the environmental tax, recipients of
Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have
incurred or continued indebtedness to purchase or carry tax-exempt obligations. Prospective
purchasers of the Series 2010A/B Bonds should consult their tax advisors as to the applicability
and impact of such consequences.

       Each prospective purchaser of the Series 2010A/B Bonds should consult his or her own
tax advisor as to the status of interest on the Series 2010A/B Bonds, including accrued OID,
under the tax laws of any state other than Georgia.

        The Internal Revenue Service (the "Service") has a program to audit state and local
government obligations to determine whether the interest thereon is includible in gross income
for federal income tax purposes. If the Service does audit the Series 2010A/B Bonds, under
current Service procedures, the Service will treat the City as the taxpayer and the owners of the
Series 2010A/B Bonds will have only limited rights, if any, to participate.

       Co-Bond Counsel's opinion represents its legal judgment based in part upon the
representations and covenants referenced therein and its review of current law, but is not a
guarantee of result or binding on the Service or the courts. Co-Bond Counsel assumes no duty to
update or supplement its opinion to reflect any facts or circumstances that may thereafter come
to Co-Bond Counsel's attention to reflect any changes in law or the interpretation thereof that
may thereafter occur or become effective.




                                                89
        There are many events which could affect the value and liquidity or marketability of the
Series 2010A/B Bonds after their issuance, including but not limited to public knowledge of an
audit of the Series 2010A/B Bonds by the Service, a general change in interest rates for
comparable securities, a change in federal or state income tax rates, federal or state legislative or
regulatory proposals affecting state and local government securities and changes in judicial
interpretation of existing law. In addition, certain tax considerations relevant to owners of
Series 2010A/B Bonds who purchase Series 2010A/B Bonds after their issuance may be
different from those relevant to purchasers upon issuance. Neither the opinion of Co-Bond
Counsel nor this Official Statement purport to address the likelihood or effect of any such
potential events or such other tax considerations and purchasers of the Series 2010A/B Bonds.


                                 CONTINUING DISCLOSURE

       In order to provide continuing disclosure with respect to the Series 2010A/B Bonds in
accordance with the Rule promulgated by the SEC and as in effect on the date hereof, the City
has executed the Disclosure Agreement with DAC for the benefit of the Beneficial Owners,
under which the City designated DAC as its initial disclosure dissemination agent.

        The City will agree and undertake, for the benefit of the Beneficial Owners, to provide
certain financial information and operating data relating to the Airport and the Series 2010A/B
Bonds in each year (the "Annual Report") and to provide notices of the occurrence of certain
enumerated events, if material, pursuant to the Disclosure Agreement. The Annual Report and
audited financial statements will be filed annually by DAC, on behalf of the City, with EMMA"),
in an electronic format prescribed by the MSRB. The notices of material events will also be filed
by DAC, on behalf of the City, with EMMA. The specific nature of the information to be
contained in the Annual Report and the notices of material events is described in
"APPENDIX G - FORM OF CONTINUING DISCLOSURE AGREEMENT" attached hereto.
These undertakings have been made in order to assist the Underwriters in complying with the
Rule, and such undertaking shall only apply so long as the Series 2010A/B Bonds remain
outstanding; provided, however, that the undertaking shall terminate upon the termination of the
continuing disclosure requirements of the Rule by legislative, judicial or administrative action
and may be amended as provided in the Disclosure Agreement.

       There have been several instances in the previous five years in which the City has failed
to comply in all material respects with previous undertakings entered into pursuant to the Rule.


                                       LEGAL MATTERS

       Certain legal matters incident to the authorization, issuance, validity, sale and delivery of
the Series 2010A/B Bonds are subject to the approving opinion of Hunton & Williams LLP and
Hollowell Foster & Herring, PC, as Co-Bond Counsel, whose approving opinion (in substantially
the form attached hereto as APPENDIX F) will be delivered concurrently with the issuance of
the Series 2010A/B Bonds. Co-Bond Counsel has not undertaken to verify and therefore
expresses no opinion as to the accuracy, completeness or sufficiency of any of the information or
statements contained in this Official Statement or any exhibits, schedules or appendices hereto,
except that Co-Bond Counsel will state to the City and the Underwriters at closing that such firm


                                                 90
has reviewed the statements in the sections herein entitled "PLAN OF FINANCE," "THE
SERIES 2010A/B BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2010A/B BONDS," "VALIDATION" and "TAX MATTERS" herein and
"APPENDIX B - DEFINITIONS OF CERTAIN TERMS" and "APPENDIX C - SUMMARY
OF CERTAIN PROVISIONS OF THE BOND ORDINANCE" attached hereto and believe that
such statements or information fairly and accurately summarize the portions of the documents or
the matters of law purported to be summarized therein.

        The legal opinion will speak only as of its date and subsequent distribution of it by
recirculation of this Official Statement or otherwise shall not create any implication that
subsequent to the date of the legal opinion Co-Bond Counsel has affirmed its opinion.

        The proposed text of the legal opinion of Co-Bond Counsel is attached hereto as
"APPENDIX F - FORM OF OPINION OF CO-BOND COUNSEL." The actual legal opinion to
be delivered may vary from the text of APPENDIX F, if necessary, to reflect facts and law on the
date of delivery of the respective Series 2010A/B Bonds.

      Certain legal matters will be passed upon for the City by the City's Department of Law.
Greenberg Traurig, LLP and Riddle & Schwartz, LLC, each of Atlanta, Georgia, are serving as
Co-Disclosure Counsel. Certain legal matters will be passed on for the Underwriters by Bryan
Cave LLP, Atlanta, Georgia and Haley & McKee, L.L.C., New Orleans, Louisiana.

        The legal opinions to be delivered concurrently with the delivery of the
Series 2010A/B Bonds express the professional judgment of the attorneys rendering the opinions
regarding the legal issues expressly addressed therein. By rendering a legal opinion, the
attorneys providing such opinion do not become insurers or guarantors of the result indicated by
that expression of professional judgment, of the transaction on which the opinion is rendered, or
of the future performance of parties to the transaction. Nor does the rendering of an opinion
guarantee the outcome of any legal dispute that may arise out of the transaction.


                                 FINANCIAL STATEMENTS

        The basic financial statements of the Department of Aviation as of June 30, 2009 and for
the fiscal period then ended have been audited by Banks, Finley, White & Co., independent
auditors. See "APPENDIX E - AUDITED FINANCIAL STATEMENTS OF THE CITY OF
ATLANTA, GEORGIA DEPARTMENT OF AVIATION FOR THE FISCAL YEARS ENDED
JUNE 30, 2009 AND JUNE 30, 2008" attached hereto.


                                   FINANCIAL ADVISORS

        Frasca & Associates, L.L.C., Atlanta, Georgia ("Frasca") is serving as financial advisor to
the Department of Aviation and First Southwest Company, Dallas, Texas and DOBBS, RAM &
Company, Atlanta, Georgia are serving as co-financial advisors to the City in connection with
the issuance of the Series 2010A/B Bonds (and together with Frasca are collectively hereinafter
referred to as the "Financial Advisors"). The Financial Advisors assisted in matters related to the
planning, structuring and issuance of the Series 2010A/B Bonds and provided other advice. The


                                                91
Financial Advisors did not engage in any underwriting activities with respect to the issuance and
sale of the Series 2010A/B Bonds.


                                           RATINGS

        It is expected that the Insured Series 2010A Bonds will be assigned a rating of "AA+"
(stable outlook) from S&P and "Aa3" (negative outlook) by Moody's, with the understanding
that upon delivery of the Insured Series 2010A Bonds, the Policy will be issued by AGM.
Moody's and Fitch have assigned ratings of "A1" (stable outlook) and "A+" (stable outlook),
respectively, to the Series 2010A General Revenue Bonds, in each case without regard to the
Policy. Moody's and Fitch have also assigned ratings of "A1" (stable outlook) and "A" (stable
outlook), respectively, to the Series 2010B PFC Revenue Hybrid Bonds.

        Such ratings express only the views of S&P, Moody's and Fitch (collectively, the "Rating
Agencies"). An explanation of the significance of such ratings may be obtained from the Rating
Agencies furnishing the same. Generally, a rating agency bases its rating on the information and
materials furnished to it and on investigations, studies, and assumptions of its own. There is no
assurance that either or all of such ratings will remain unchanged for any given period of time or
that they will not be revised downward or withdrawn entirely by the rating agency furnishing the
same, if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal
of such ratings, or either of them, may have an adverse effect on the liquidity and market price of
the affected Series 2010A/B Bonds. The City undertakes no responsibility to oppose any such
revision or withdrawal.


                                       UNDERWRITING

        J.P. Morgan Securities LLC (the "Representative"), on behalf of itself and the other
underwriters listed in the front cover page of this Official Statement (collectively, the
"Underwriters") have agreed jointly and severally, pursuant to a Bond Purchase Agreement
between the Representative and the City (the "Bond Purchase Agreement"), to purchase the
Series 2010A/B Bonds.

       The purchase price for the Series 2010A General Revenue Bonds shall be
$184,233,658.21 (which price represents the par amount of $177,990,000.00, less an
underwriters' discount of $914,098.59, plus net a original issue premium of $7,157,756.80).

       The purchase price for the Series 2010B PFC Revenue Bonds shall be $445,815,837.87
(which price represents the par amount of $409,810,000.00, less an underwriters' discount of
$1,955,279.53, plus a net original issue premium of $37,961,117.40).

        The Bond Purchase Agreement provides that the obligations of the Underwriters to
accept delivery of the Series 2010A/B Bonds are subject to various conditions of the Bond
Purchase Agreement, but the Underwriters will be obligated to purchase all of the
Series 2010A/B Bonds, if any are purchased. The Underwriters reserve the right to join with
dealers and other underwriters in offering the Series 2010A/B Bonds to the public.



                                                92
         The prices and other terms with respect to the offering and sale of the Series 2010A/B
Bonds may be changed from time to time by the Underwriters after such Series 2010A/B Bonds
are released for sale, and the Series 2010A/B Bonds may be offered and sold at prices other than
the initial offering prices, including sales to dealers who may sell the Series 2010A/B Bonds into
investment accounts.

        The Representative has entered into negotiated dealer agreements (each, a "Dealer
Agreement") with each of UBS Financial Services Inc. ("UBSFS") and Charles Schwab & Co.,
Inc. ("CS&Co.") for the retail distribution of certain securities offerings, including the Series
2010A/B Bonds, at the original issue prices. Pursuant to each Dealer Agreement, each of
UBSFS and CS&Co. will purchase Series 2010A/B Bonds from the Representative at the
original issue price less a negotiated portion of the selling concession applicable to any Series
2010A/B Bonds that such firm sells.

        Wells Fargo Bank, National Association ("WFBNA"), one of the underwriters of the
Series 2010A/B Bonds, has entered into an agreement (the "Distribution Agreement") with Wells
Fargo Advisors, LLC ("WFA") for the retail distribution of certain municipal securities
offerings, including the Series 2010A/B Bonds. Pursuant to the Distribution Agreement,
WFBNA will share a portion of its underwriting compensation with respect to the Series
2010A/B Bonds with WFA. WFBNA and WFA are both subsidiaries of Wells Fargo &
Company. Wells Fargo Securities is the trade name for certain capital markets and investment
banking services of Wells Fargo & Company and its subsidiaries, including WFBNA.


                           FORWARD LOOKING STATEMENTS

       Any statements made in this Official Statement, including in the appendices, involving
estimates, forecasts or matters of opinion, whether or not so expressly stated, are set forth as such
and not as representations of fact, and no representation is made that any of the estimates,
forecasts or matters of opinion will be realized.

        Use of the words "shall" or "will" in this Official Statement or in summaries of
documents to describe future events or continuing obligations is not intended as a representation
that such event or obligation will occur but only that the document contemplates or requires such
event to occur or obligation to be fulfilled.

        The statements contained in this Official Statement, including in the appendices, that are
not purely historical, are forward-looking statements. Readers should not place undue reliance
on forward-looking statements. All forward looking statements included in this Official
Statement are based on information available on the date hereof and the City assumes no
obligation to update any such forward-looking statements. It is important to note that the actual
results could differ materially from those in such forward-looking statements.

       The forward-looking statements herein are necessarily based on various assumptions and
estimates and are inherently subject to various risks and uncertainties, including risks and
uncertainties relating to the possible invalidity of the underlying assumptions and estimates and
possible changes or developments in social, economic, business, industry, market, legal and
regulatory circumstances and conditions and actions taken or omitted to be taken by third parties,


                                                 93
including customers, suppliers, business partners and competitors, and legislative, judicial and
other governmental authorities and officials. Assumptions related to the foregoing involve
judgments with respect to, among other things, future economic, competitive, and market
conditions and future business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the City. Any of such assumptions
could be inaccurate and, therefore, there can be no assurance that the forward-looking statements
included in this Official Statement, including in the appendices, will prove to be accurate.


                                      MISCELLANEOUS

        The references, excerpts and summaries of all documents referred to herein do not
purport to be complete statements of the provisions of such documents and reference is directed
to all such documents for full and complete statements of all matters of fact relating to the
Series 2010A/B Bonds, the security for and the source for repayment for the Series 2010A/B
Bonds and the rights and obligations of the holders of the Series 2010A/B Bonds. See
"INTRODUCTION - Other Information" herein for information relating to certain documents
which may be obtained upon request to the City.

       The information in this Official Statement has been compiled from official and other
sources deemed by the City to be reliable, and, while not guaranteed as to completeness or
accuracy, is believed by the City to be correct as of the date of this Official Statement.

        Any statements made in this Official Statement involving estimates or matters of opinion,
whether or not so expressly stated, are set forth as such and not as representations of fact, and no
representation is made that any of the estimates or matters of opinion will be realized. Neither
this Official Statement nor any statement which may have been made orally or in writing is to be
construed as a contract with the owners of the Series 2010A/B Bonds.




                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                94
                                     CERTIFICATION

      The execution and delivery of this Official Statement, and its distribution and use by the
Underwriters, have been duly authorized and approved by the City.


                                         CITY OF ATLANTA



                                         By:/s/ Kasim Reed
                                             Kasim Reed, Mayor



                                         By:/s/ Joya C. De Foor
                                             Joya C. De Foor, Chief Financial Officer



                                         By:/s/ Louis E. Miller
                                             Louis E. Miller, Aviation General Manager




                                              95
[THIS PAGE INTENTIONALLY LEFT BLANK]
           APPENDIX A

REPORT OF THE AIRPORT CONSULTANT
[THIS PAGE INTENTIONALLY LEFT BLANK]
                Appendix A



   REPORT OF THE AIRPORT CONSULTANT

         on the proposed issuance of

            CITY OF ATLANTA

     AIRPORT GENERAL REVENUE BONDS
               Series 2010A

 AIRPORT PASSENGER FACILITY CHARGE AND
SUBORDINATE LIEN GENERAL REVENUE BONDS
               Series 2010B

AIRPORT GENERAL REVENUE REFUNDING BONDS
               Series 2011A




                Prepared for

           City of Atlanta, Georgia




                Prepared by

                LeighFisher
           Burlingame, California




              October 21, 2010
[THIS PAGE INTENTIONALLY LEFT BLANK]
                                                  October 21, 2010



Ms. Joya C. De Foor
Chief Financial Officer

Mr. Louis E. Miller
Aviation General Manager

City of Atlanta
Hartsfield-Jackson Atlanta International Airport
Atlanta, Georgia

Re:       Report of the Airport Consultant,
          City of Atlanta Airport Revenue Bonds

Dear Ms. De Foor and Mr. Miller:

We are pleased to submit this Report of the Airport Consultant in connection with the
proposed issuance by the City of Atlanta (the City) of Airport Revenue Bonds to fund
certain of the costs of the Maynard H. Jackson, Jr. International Terminal (the MHJIT
Project) at Hartsfield-Jackson Atlanta International Airport (the Airport), and to refund
certain outstanding Airport General Revenue Bonds, as follows:

      x    Approximately $190 million principal amount of Airport General Revenue
           Bonds, Series 2010A (the 2010A Bonds) to fund a portion of the costs of the
           MHJIT Project.

      x    Approximately $450 million principal amount of Airport Passenger Facility
           Charge (PFC) and Subordinated Lien General Revenue Bonds, Series 2010B
           (the 2010B PFC Bonds) to fund a portion of the PFC-eligible elements of the
           MHJIT Project.

      x    Approximately $540 million of Airport General Revenue Refunding Bonds,
           Series 2011A (the 2011A Refunding Bonds) to refund the outstanding
           variable-rate Airport General Revenue Refunding Bonds, Series 2003RF-B
           and Series 2003RF-C (collectively, the 2003RF-BC Refunding Bonds).

This letter and the accompanying attachment and exhibits constitute our report.
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


Capital Improvement Plan
The City is implementing a plan of capital improvements at the Airport (the Capital
Improvement Plan) being funded by a combination of the proceeds of Airport Revenue
Bonds, federal grants-in-aid, revenues derived from a PFC paid by airline passengers
(PFC Revenues), revenues derived from a customer facility charge (CFC) paid by
Airport rental car customers (CFC Revenues), commercial paper notes, and other
Airport funds.

A key element of the Capital Improvement Plan is the MHJIT Project, which is to be
funded, in part, by the proceeds of the proposed 2010A Bonds and 2010B PFC Bonds.
The MHJIT Project, scheduled to open in April 2012, will provide approximately
1.2 million square feet of terminal space on five levels and 12 aircraft parking positions
(gates) capable of accommodating widebody aircraft in international or domestic
service.

The projects in the Capital Improvement Plan, their estimated costs, and the funding
plan are described in the attachment and summarized in Exhibits A and B at the end
of this report. Such exhibits show future projects that the City expects may be needed
during the forecast period. The actual scope of projects to be implemented, their costs,
and funding may differ materially from the plan shown.

As shown in Exhibits A and B, the City plans to issue the 2010A Bonds and 2010B PFC
Bonds in the principal amount of approximately $640 million to fund approximately
$535 million of the costs of the MHJIT Project and related projects. As also shown, the
City plans to issue additional General Revenue Bonds in 2011 (designated the 2011B
Bonds in this report) in the approximate principal amount of $720 million. The
proceeds of the planned 2011B Bonds will be used to refund commercial paper notes
and fund project costs of approximately $575 million.

Bond Ordinance
The City issues Airport Revenue Bonds under the terms of the restated and amended
master ordinance authorizing the issuance of City of Atlanta Airport Revenue Bonds
adopted in March 2000 and supplemental bond ordinances. The Thirteenth
Supplemental Bond Ordinance, as amended, provides for the issuance of the proposed
2011A Refunding Bonds and the Fourteenth Supplemental Bond Ordinance, as
amended, provides for the issuance of the proposed 2010A Bonds and the 2010B PFC
Bonds. The City’s master bond ordinance and all supplemental bond ordinances are
collectively referred to as the Bond Ordinance. Capitalized terms in this report are used
as defined in the Bond Ordinance except as otherwise defined.



                                          A-2
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


Rate Covenant
In Section 601 of the Bond Ordinance (referred to as the Rate Covenant), the City
undertakes to prescribe and collect rates, fees, and charges for the Airport services and
facilities furnished by the City so as to ensure that, in each Fiscal Year, Net Revenues
and PFC Revenues will enable the City to:

    (1) Meet at least 120% of the Debt Service Requirements of all outstanding
        General Revenue Bonds (110% without regard to amounts in the General
        Revenue Enhancement Subaccount)

    (2) Meet at least 100% of the Debt Service Requirements of all outstanding PFC
        Revenue Bonds (without regard to amounts in the PFC Revenue
        Enhancement Account)

    (3) Meet at least 100% of the Debt Service Requirements of any other outstanding
        Bonds payable from General Revenues

    (4) Make any required payments to the Debt Service Reserve Account and
        the Rebate Account

    (5) Meet any Other Airport Obligations or other contractual obligations

    (6) Accumulate an amount in the Renewal and Extension Fund adequate to meet
        the costs of major renewals, replacements, and improvements to the Airport

    (7) Remedy any deficiencies in any of the funds and accounts established by the
        Bond Ordinance from prior Fiscal Years

The City’s Fiscal Year (FY) is the 12 months ending June 30.

In this report, the term Revenues is used to mean General Revenues and the term Net
Revenues is used to mean Net General Revenues, i.e., General Revenues less Operating
Expenses. Under the Bond Ordinance, Operating Expenses include all necessary
expenses of operating and maintaining Airport facilities, including facilities constructed
with the proceeds of General Revenue Bonds and PFC Revenue Bonds.

The 2010A Bonds and the 2011A Refunding Bonds are to be issued as General Revenue
Bonds secured by a senior lien on General Revenues on a parity with outstanding
General Revenue Bonds. The 2010B PFC Bonds are to be issued as PFC Revenue
Hybrid Bonds secured by a senior lien on PFC Revenues on a parity with outstanding
PFC Revenue Bonds and a lien on General Revenues subordinate to that of outstanding
General Revenue Bonds. In this report, such Bonds are referred to as PFC Revenue
Hybrid Bonds or simply PFC Revenue Bonds. As of October 1, 2010, approximately

                                         A-3
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


$1,439 million principal amount of General Revenue Bonds was outstanding and
approximately $555 million principal amount of PFC Revenue Bonds was outstanding.
In addition, approximately $203 million of commercial paper notes secured by General
Revenues were outstanding.

Additional General Revenue Bonds Test
Section 502(b) of the Bond Ordinance specifies conditions that must be met before
additional Senior Lien General Revenue Bonds may be issued. Among these conditions,
Section 502(b)(1)(B) specifies that there be filed with the City:

      A report by an Airport Consultant to the effect that, in each Fiscal Year of the
      Forecast Period, the forecasted related Net Revenues (for General Revenues,
      without consideration of (i) any amounts in the General Revenue Enhancement
      Subaccount, or (ii) gifts or grants or expenditures of such gifts or grants) are
      expected to equal at least 130% . . . of the Maximum Annual Debt Service
      Requirement on all Senior Lien Bonds which will be Outstanding immediately
      after the issuance of the proposed Additional Bonds and secured on a parity
      therewith . . . This condition is referred to as the Additional Bonds Test.

The Forecast Period is defined in the Fourth Supplemental Bond Ordinance as:

      A . . . period of two consecutive Fiscal Years commencing with the first
      full Fiscal Year beginning after the later of (i) the date on which any
      proposed series of Additional Bonds is to be issued or (ii) the date on
      which a substantial portion of the Project(s) to be financed with the
      proceeds of any proposed series of Additional Bonds is, in the judgment
      of the Airport Manager after consultation with the program manager for
      the Project(s), expected to be placed in continuous service, commercial
      operation or beneficial use.

The proposed 2010A Bonds are being issued to fund certain of the costs of the MHJIT
Project, which the City expects will be substantially complete and in service in FY 2012.
Accordingly, the applicable Forecast Period for the Additional Bonds Test for the 2010A
Bonds is FY 2013 and FY 2014. The City expects to issue the proposed 2011A Refunding
Bonds in FY 2011. Accordingly, the applicable Forecast Period for the Additional Bonds
Test for the 2011A Refunding Bonds is FY 2012 and FY 2013. The City has elected not to
use the alternative (historical) additional Bonds test for Senior Lien Refunding Bonds
permitted by Section 502(a)(1) of the Bond Ordinance.




                                        A-4
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


Additional PFC Revenue Bonds Test
Sections 4.1(b)(1)(B) and 4.2(a)(1)(B) of the Seventh Supplemental Bond Ordinance
specify conditions that must be met before Additional PFC Revenue Hybrid Bonds may
be issued.

Section 4.1(b)(1)(B) specifies that there be filed with the City:

       A report by an Airport Consultant to the effect that in each Fiscal Year of
       the Forecast Period forecasted PFC Revenues are expected to equal at least
       130% of the Maximum Annual Debt Service Requirement of all Hybrid
       Bonds having a Senior Lien on PFC Revenues (excluding, for this purpose,
       the Debt Service Requirement of all Hybrid Bonds having a Senior Lien on
       PFC Revenues to the extent the Debt Service Requirement of such Hybrid
       Bonds is expected to be paid from General Revenues for each year of the
       Forecast Period, as shown in such report) which will be Outstanding
       immediately after the issuance of the proposed Additional Bonds and
       secured on a parity therewith.

Section 4.2(a)(1)(B) specifies that there be filed with the City:

       A report by an Airport Consultant to the effect that in each Fiscal Year
       of the Forecast Period forecasted Net General Revenues (without
       consideration of (i) any amounts in the General Revenue Enhancement
       Subaccount, or (ii) gifts or grants or expenditures of such gifts or grants)
       are expected to equal at least 130% of the Maximum Annual Debt Service
       Requirement of all Senior Lien Bonds which will be Outstanding
       immediately after the issuance of the proposed Additional Bonds. . .and
       all outstanding Subordinate Lien Bonds which will be Outstanding
       immediately after the issuance of the proposed Additional Bonds and
       secured on a parity therewith (excluding, for this purpose, the Debt
       Service Requirement of all Hybrid Bonds having a Subordinate Lien on
       General Revenues to the extent the Debt Service Requirement of such
       Hybrid Bonds is expected to be paid from PFC Revenues for each year
       of the Forecast Period, as shown in such report).

These conditions are referred to as the Additional PFC Bonds Test. The proposed 2010B
PFC Bonds are being issued to fund certain of the costs of the MHJIT Project, which the
City expects will be substantially complete and in service in FY 2012. Accordingly, the
applicable Forecast Period for the Additional PFC Bonds Test for the 2010B PFC Bonds
is FY 2013 and FY 2014, the same period as for the Additional Bonds Test for the 2010A
Bonds.



                                           A-5
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


Airline Agreements
Until September 2010, most of the airlines serving the Airport operated under the terms
of agreements relating to the use of the airfield (the Airport Use Agreements) under
which the signatory airlines paid landing fees to allow the City to recover certain
operating and maintenance expenses and recover the amortized capital costs plus 20%
coverage of approved airfield capital improvements financed with the proceeds of
General Revenue Bonds.

Also until September 2010, most of the passenger airlines serving the Airport leased
premises in the central passenger terminal complex (pursuant to the CPTC Leases)
under which they paid terminal rentals and charges calculated to allow the City to
recover certain operating and maintenance expenses and recover the amortized capital
costs plus 20% coverage of approved terminal projects financed with the proceeds of
General Revenue Bonds.

In December 2009, the City and Delta Air Lines executed amendments to Delta’s
Airport Use Agreement and CPTC Lease under which most of the provisions of those
agreements relating to the calculation and payment of rentals, fees, and charges were
extended to September 2017. The City executed amendments with substantially the
same provisions with AirTran Airways in August 2010 and Atlantic Southeast Airlines
in September 2010. In September 2010, the City and these three airlines agreed to
further amendments to the agreements. Also in September 2010, the City and most of
the other airlines signatory to CPTC Leases or Airport Use Agreements agreed in
principle to agreements that have substantially similar provisions to those in the
amended agreements with Delta, AirTran, and Atlantic Southeast. The following
airlines are expected to become Signatory Airlines to the Amended Airline Agreements:

            AirTran Airways                   FedEx Express (a)
            American Airlines                 Korean Air (a)
            Atlantic Southeast Airlines       United Airlines
            Continental Airlines              UPS Airlines (a)
            Delta Air Lines                   US Airways

            (a) Airlines signatory to Airport Use Agreements only.

These ten airlines and their affiliates collectively accounted for approximately 99% of all
passengers enplaned at the Airport in FY 2010.

In 1999, the City and the airlines reached agreement on the general scope of a Capital
Improvement Plan and agreed on a collaborative process for accomplishing the
planning, scheduling, design, construction, and financing of individual projects. In

                                          A-6
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


August 1999, the airlines approved a funding plan for the Capital Improvement Plan as
then defined. Under the Airport Use Agreements, a majority-in-interest (MII) was
defined as any four or more of the signatory airlines accounting for 90% or more of
landed weight. Under the CPTC Leases, MII was defined as at least 51% in number of
the signatory airlines that leased 75% or more of exclusively leased terminal premises
and aircraft parking aprons. These MII provisions continue under the Amended Airline
Agreements (except that preferentially, rather than exclusively, leased premises are to
be used for the calculation).

All projects to be funded with the proceeds of the 2010A Bonds and the 2011B Bonds
whose costs are to be paid through airline rentals, fees, and charges have been
approved by an MII of the Signatory Airlines except for approximately $70 million of
projects to be funded with the proceeds of the 2011B Bonds for which airline MII
approvals are still required.

Scope of Report
This report was prepared to evaluate the ability of the City to generate sufficient Net
Revenues and PFC Revenues from operation of the Airport to pay Operating Expenses;
pay the Debt Service Requirements of the proposed 2010A Bonds, 2010B PFC Bonds,
2011A Refunding Bonds, and planned 2011B Bonds; and meet the debt service coverage
requirements established by the Rate Covenant of the Bond Ordinance. The report also
demonstrates compliance with the Additional Bonds Test and Additional PFC Bonds
Test with regard to the issuance of the proposed 2010A Bonds, 2010B PFC Bonds, and
2011A Refunding Bonds. The report covers a forecast period through FY 2015.

In preparing the report, we analyzed:

     x   The status and estimated costs of the Capital Improvement Plan

     x   Future airline traffic demand at the Airport, giving consideration to the
         demographic and economic characteristics of the region served, historical
         trends in airline traffic, the role of the Airport as the principal connecting hub
         for Delta Air Lines and AirTran Airways, the outlook for airline service, and
         other key factors that will affect future traffic

     x   Estimated sources and uses of funds for the Capital Improvement Plan and
         associated annual Debt Service Requirements of Senior Lien General Revenue
         Bonds

     x   Historical and forecast PFC Revenues and the use of certain PFC Revenues to
         pay the annual Debt Service Requirements of PFC Revenue Bonds



                                          A-7
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


     x   Historical relationships among revenues, expenses, and airline traffic at the
         Airport

     x   The facilities expected to be provided by the Maynard H. Jackson, Jr.
         International Terminal and other projects in the Capital Improvement Plan

     x   Other operational considerations affecting Airport revenues and expenses

     x   The City’s policies and contractual agreements relating to the use and
         occupancy of airfield, terminal, and other Airport facilities, including the
         calculation of airline rentals, fees, and charges under the Amended Airport
         Use Agreements

     x   The City’s policies and contractual agreements relating to the operation of
         other Airport services and concessions, including public parking, rental car
         concessions, and terminal concessions

We also identified key factors upon which the future financial results of the Airport
may depend and formulated assumptions about those factors. On the basis of those
assumptions, we assembled the financial forecasts presented in the exhibits at the end
of this report. Estimates of project costs, financing assumptions, and debt service
requirements were provided by the sources noted in the exhibits.

CFC Revenues derived from the customer facility charge paid by rental car customers
are used to pay the debt service requirements of outstanding and any future Bonds
secured by CFC Revenues. CFC Revenues are also used to pay certain other costs
associated with construction and operation of the consolidated rental car center and the
SkyTrain people-mover that connects the rental car center with the passenger terminal.
CFC Revenues are defined under the Bond Ordinance as Released Revenues and are
excluded from General Revenues. In this report, the effects of rental car operations
were considered insofar as they may affect the Net General Revenues of the Airport, but
the adequacy of CFC Revenues to meet the debt service requirements of Bonds secured
by CFC Revenues was not analyzed.

Forecast Debt Service Coverage
As shown in Exhibit G at the end of this report and in the following tabulation, the
General Revenues of the Airport are forecast to be sufficient to pay Operating Expenses
and to meet the other funding requirements of the Bond Ordinance, including the
annual Debt Service Requirements of outstanding General Revenue Bonds, the
proposed 2010A Bonds, the proposed 2011A Refunding Bonds, and the planned 2011B
Bonds. None of the Debt Service Requirements of PFC Revenue Hybrid Bonds are
forecast to be paid from General Revenues.

                                         A-8
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010



                                       General Revenue Bond    Debt service
                       Net General         Debt Service         coverage
            Fiscal      Revenues          Requirements          ratio (%)
            Year           [A]                  [B]              [A/B]
             2010       $210,378              $126,835             166%
             2011        197,213               101,929             193
             2012        210,387               128,840             163
             2013        252,919               165,485             153
             2014        300,754               200,940             150
             2015        293,766               195,844             150


The debt service coverage ratio for General Revenue Bonds, without considering any
amounts in the General Revenue Enhancement Subaccount, is forecast to exceed the
120% requirement of the Rate Covenant in each year through FY 2015.

The forecasts presented in Exhibit H demonstrate compliance with the Additional
Bonds Test (per Section 502(b)(1)(B) of the Bond Ordinance) for the proposed 2010A
Bonds and 2011A Refunding Bonds.

Exhibit F at the end of this report and the following tabulation show the forecast
debt service coverage ratio for outstanding PFC Revenue Hybrid Bonds and the
proposed 2010B PFC Bonds, without considering any amounts in the PFC Revenue
Enhancement Account.


                                         Bond Debt Service
                                         Requirements to be   Debt service
                                           paid from PFC       coverage
              Fiscal    PFC Revenues         Revenues            ratio
              Year           [A]                 [B]            [A/B]
              2010        $175,744             $31,634           556%
              2011         177,378              42,188           420
              2012         178,717              51,428           348
              2013         182,339              75,749           241
              2014         185,442              75,751           245
              2015         187,168              75,751           247


The forecasts shown in Exhibit H demonstrate compliance with the Additional PFC
Bonds Test (per Section 4.1(b)(1)(B) of the Seventh Supplemental Bond Ordinance) for
the proposed 2010B PFC Bonds in each year of the required Forecast Period FY 2013 and

                                        A-9
Ms. Joya C. De Foor and Mr. Louis E. Miller
October 21, 2010


FY 2014. All of the Debt Service Requirements of PFC Revenue Hybrid Bonds are
forecast to be paid from PFC Revenues. Consequently, the forecasts required by
Section 4.2(a)(1)(B) of the Seventh Supplemental Bond Ordinance are the same as those
shown in Exhibit H.

The forecasts in this report are based on information and assumptions that were
provided by or reviewed with and agreed to by Airport management. The forecasts
reflect Airport management’s expected course of action during the forecast period
through FY 2015 and, in Airport management’s judgment, present fairly the expected
financial results of the Airport. Those key factors and assumptions that are significant
to the forecasts are set forth in the attachment, “Background, Assumptions, and
Rationale for the Financial Forecasts.” The attachment should be read in its entirety for
an understanding of the forecasts and the underlying assumptions.

In our opinion, the underlying assumptions provide a reasonable basis for the forecasts.
However, any forecast is subject to uncertainties. Inevitably, some assumptions will not
be realized and unanticipated events and circumstances could occur. Therefore, there
will be differences between the forecast and actual results, and those differences could
be material. Neither LeighFisher nor any person acting on our behalf makes any
warranty, express or implied, with respect to the information, assumptions, forecasts,
opinions, or conclusions disclosed in the report. We have no responsibility to update
this report to reflect events and circumstances occurring after the date of the report.

                              *      *      *      *      *
We appreciate the opportunity to serve as the City’s Airport Consultant on the
proposed financing.
                                               Respectfully submitted,


                                                LEIGHFISHER




                                         A-10
                Attachment

BACKGROUND, ASSUMPTIONS, AND RATIONALE
      FOR THE FINANCIAL FORECASTS



   REPORT OF THE AIRPORT CONSULTANT

         on the proposed issuance of

            CITY OF ATLANTA

     AIRPORT GENERAL REVENUE BONDS
               Series 2010A

 AIRPORT PASSENGER FACILITY CHARGE AND
SUBORDINATE LIEN GENERAL REVENUE BONDS
               Series 2010B

AIRPORT GENERAL REVENUE REFUNDING BONDS
               Series 2011A




                   A-11
[THIS PAGE INTENTIONALLY LEFT BLANK]




               A-12
                                                           CONTENTS

                                                                                                                                   Page
AIRLINE TRAFFIC ANALYSIS .................................................................................                         A-19
Airport Facilities and Services ...................................................................................                A-19
  Airfield......................................................................................................................   A-19
  Passenger Terminal Complex ...............................................................................                       A-19
  Use of Gates .............................................................................................................       A-21
  Ground Transportation ..........................................................................................                 A-25
  Air Cargo ..................................................................................................................     A-26
  Airline Support ........................................................................................................         A-26
  Airport Utilities, Support, and Other Facilities ..................................................                              A-27
Airport Service Region ................................................................................................            A-27
Economic Basis for Airline Traffic .............................................................................                   A-29
  Historical Socioeconomic Indicators ....................................................................                         A-29
  Economic Profile by Industry Sector ....................................................................                         A-33
  Regional Growth Management .............................................................................                         A-40
Economic Outlook........................................................................................................           A-41
Airport Role ..................................................................................................................    A-44
  Airport’s Role as an International Gateway........................................................                               A-48
  Airport’s Role as a Connecting Hub ....................................................................                          A-48
  Airport’s Role in Delta’s System ...........................................................................                     A-49
  Airport’s Role in AirTran’s System ......................................................................                        A-65
Historical Airline Traffic .............................................................................................           A-69
  Enplaned Passengers ..............................................................................................               A-69
  Originating and Connecting Passengers .............................................................                              A-71
  International Passengers ........................................................................................                A-74
  Airline Aircraft Departures ...................................................................................                  A-74
  Airline Competition and Market Shares..............................................................                              A-74
  Domestic Airline Service ........................................................................................                A-80
  Domestic Passenger Origins and Destinations ...................................................                                  A-82
  Domestic Originating Passengers and Airfares..................................................                                   A-82
  International Airline Service .................................................................................                  A-88
  Air Cargo ..................................................................................................................     A-94
  Aircraft Operations .................................................................................................            A-95
  Aircraft Landed Weight .........................................................................................                 A-96




                                                                A-13
CONTENTS (continued)

                                                                                                                                  Page
AIR TRAFFIC ANALYSIS (continued)
Key Factors Affecting Future Airline Traffic ...........................................................                          A-97
  Economic and Political Conditions ......................................................................                        A-97
  Financial Health of the Airline Industry .............................................................                          A-98
  Airline Service and Routes ....................................................................................                 A-99
  Airline Competition and Airfares.........................................................................                       A-100
  Airline Consolidation and Alliances ....................................................................                        A-100
  Availability and Price of Aviation Fuel ...............................................................                         A-101
  Aviation Safety and Security Concerns ...............................................................                           A-102
  Capacity of the National Air Traffic Control System ........................................                                    A-102
  Capacity of the Airport ..........................................................................................              A-103
Forecast Assumptions .................................................................................................            A-103
  Baseline Forecast .....................................................................................................         A-106
  Stress Test Forecast .................................................................................................          A-107
  Landed Weight ........................................................................................................          A-107
FINANCIAL ANALYSIS ............................................................................................                   A-108
Framework for the Airport’s Financial Operations ................................................                                 A-108
   Bond Ordinance ......................................................................................................          A-108
   Amended Airline Agreements ..............................................................................                      A-108
Capital Improvement Plan .........................................................................................                A-110
   Runway 10-28 ..........................................................................................................        A-110
   Airfield Projects (2000-2009) ..................................................................................               A-111
   Airfield Projects (2010-2014) ..................................................................................               A-112
   Passenger Terminal Projects (2000-2009) .............................................................                          A-113
   Passenger Terminal Projects (2010-2014) .............................................................                          A-114
   Maynard H. Jackson, Jr. International Terminal ................................................                                A-115
   Consolidated Rental Car Center ...........................................................................                     A-117
   Airport Support and Infrastructure .....................................................................                       A-117
   Air Cargo ..................................................................................................................   A-118
   Aircraft Noise Mitigation .......................................................................................              A-118
   Parking and Ground Transportation ...................................................................                          A-118
   Roadways .................................................................................................................     A-118
   Airline Approvals ...................................................................................................          A-118
   Interim Financing ....................................................................................................         A-119
Non-Bond Sources of Funds .......................................................................................                 A-120
   FAA Grants-in-Aid .................................................................................................            A-120
   TSA Contributions ..................................................................................................           A-121
   PFC Revenues ..........................................................................................................        A-121
   Renewal and Extension Fund................................................................................                     A-122
   Customer Facility Charge Revenues and Other Funds .....................................                                        A-123



                                                                A-14
CONTENTS (continued)

                                                                                                                                  Page
FINANCIAL ANALYSIS (continued)
Airport Revenue Bonds ...............................................................................................             A-124
   Outstanding Bonds .................................................................................................            A-124
   Future Bonds............................................................................................................       A-125
   General Revenue Bonds .........................................................................................                A-125
   PFC Revenue Bonds ...............................................................................................              A-126
Debt Service Requirements.........................................................................................                A-127
Operating Expenses .....................................................................................................          A-128
General Revenues ........................................................................................................         A-130
Airline Revenues ..........................................................................................................       A-131
   Airline Landing Fees ..............................................................................................            A-131
   Airline Terminal Rentals, Fees, and Charges ......................................................                             A-132
   Fuel System Fees .....................................................................................................         A-135
   Airline-Paid Expenses ............................................................................................             A-135
   Airline Payments per Enplaned Passenger .........................................................                              A-136
Inside Concession Revenues ......................................................................................                 A-136
   Food and Beverage .................................................................................................            A-137
   Retail Merchandise .................................................................................................           A-137
   Duty Free ..................................................................................................................   A-138
   Other Concessions and Services ...........................................................................                     A-139
Parking and Ground Transportation Revenues ......................................................                                 A-139
   Public Parking .........................................................................................................       A-139
   Rental Cars ...............................................................................................................    A-141
   Other Ground Transportation ...............................................................................                    A-142
Other Revenues ............................................................................................................       A-142
   Land and Building Rentals ....................................................................................                 A-142
   Miscellaneous Revenues ........................................................................................                A-143
Application of General Revenues ..............................................................................                    A-143
Application of PFC Revenues ....................................................................................                  A-144
Debt Service Coverage ................................................................................................            A-144
   General Revenue Bonds .........................................................................................                A-144
   PFC Revenue Bonds ...............................................................................................              A-145
Stress Test Financial Projections ................................................................................                A-145




                                                                A-15
                                                    TABLES

                                                                                                                 Page
 1   Distribution of Gates and Estimated Use by Airline ....................................                     A-22
 2   Historical Socioeconomic Data ........................................................................      A-31
 3   Distribution of Nonagricultural Employment by Industry Sector.............                                  A-35
 4   Economic and Employment Forecasts ...........................................................               A-43
 5   Passengers at Busiest World Airports ............................................................           A-45
 6   Originating Passengers at Busiest U.S. Airports ...........................................                 A-46
 7   Connecting Passengers at Busiest U.S. Airports ...........................................                  A-47
 8   International Enplaned Passengers at U.S. Gateway Airports ...................                              A-50
 9   Airline Service at Selected U.S. Airports ........................................................          A-52
10   Delta Service at Its Principal U.S. Airports ....................................................           A-54
11   AirTran Service at Its Principal Airports .......................................................           A-66
12   Historical Enplaned Passengers and Airline Aircraft Departures .............                                A-70
13   Historical Originating and Connecting Passengers .....................................                      A-72
14   Historical Originating and Connecting Percentages by Airline .................                              A-73
15   Historical Domestic and International Enplaned Passengers .....................                             A-75
16   Scheduled Passenger Airlines Serving the Airport ......................................                     A-76
17   Historical Enplaned Passengers by Airline ...................................................               A-77
18   Historical Airline Shares of Enplaned Passengers........................................                    A-78
19   Scheduled Domestic Service by Airline .........................................................             A-81
20   Scheduled Domestic Service by Destination .................................................                 A-83
21   Historical Domestic Originating Passengers and Airline Yields ................                              A-87
22   Scheduled International Airline Service ........................................................            A-90
23   Selected Airlines Providing All-Cargo Service .............................................                 A-94
24   Historical Air Cargo Activity ...........................................................................   A-95
25   Historical Aircraft Operations .........................................................................    A-96
26   Historical Aircraft Landed Weight .................................................................         A-97
27   Airline Passenger Traffic Forecasts .................................................................       A-104
28   Airport Improvement Program Grants-in-Aid .............................................                     A-120




                                                      A-16
                                                    FIGURES

                                                                                                                    Page
 1   Use of Domestic Gates ......................................................................................   A-23
 2   Use of International Gates ................................................................................    A-24
 3   Airport Service Region .....................................................................................   A-28
 4   Trends in Nonagricultural Employment .......................................................                   A-30
 5   Trends in Unemployment Rates......................................................................             A-32
 6   Changes in Economic Indicators and Originating Passengers ...................                                  A-33
 7   Airline Service from U.S. Airports to World Regions ..................................                         A-51
 8   Airline Service at Selected Connecting Hub Airports ..................................                         A-53
 9   Airline Service at Principal Delta Airports ....................................................               A-57
10   Changes in Airline Service at Selected Delta Airports .................................                        A-58
11   Changes in International Airline Service at Selected Delta Airports .........                                  A-59
12   Airline Shares of Enplaned Passengers ..........................................................               A-79
13   Airline Shares of Originating Passengers ......................................................                A-80
14   Domestic Passenger Origin-Destination Pattern ..........................................                       A-86
15   Trends in Domestic Passenger Yield ..............................................................              A-88
16   Nonstop International Destinations ...............................................................             A-89
17   Forecast Enplaned Passengers .........................................................................         A-105
18   Maynard H. Jackson, Jr. International Terminal (MHJIT) Site Plan ..........                                    A-116




                                                       A-17
                                                         EXHIBITS
                                                                                                                               Page
A     Capital Improvement Plan ...............................................................................                 A-146

 B    Sources and Uses of Bond Funds ....................................................................                      A-149

 C    Debt Service Requirements ..............................................................................                 A-150

D     Operating Expenses ..........................................................................................            A-153

 E    General Revenues ..............................................................................................          A-154

E-1   Calculation of Airline Payments .....................................................................                    A-156

E-2   Calculation of Inside Concession Credit ........................................................                         A-157

 F    Application of Passenger Facility Charge Revenues and Debt Service
      Coverage .............................................................................................................   A-158

G     Application of General Revenues and Debt Service Coverage ..................                                             A-159

H     Additional Bonds Test Debt Service Coverage .............................................                                A-161

I-1   Summary of Forecast Financial Results: Base Case Passenger Forecast ..                                                   A-162

I-2   Summary of Projected Financial Results: Stress Test Passenger Forecast                                                   A-163




                                                             A-18
                         AIRLINE TRAFFIC ANALYSIS

AIRPORT FACILITIES AND SERVICES
Hartsfield-Jackson Atlanta International Airport is located in Clayton and Fulton
counties, Georgia, about 10 road miles south of downtown Atlanta. The Airport
occupies approximately 4,300 acres and is surrounded by the cities of College Park,
East Point, and Hapeville to the west and north and by the City of Atlanta and
unincorporated areas of Clayton County to the east and south. Access to the Airport
is provided via interstate highways I-85, I-285, and I-75, which bound the Airport
site to the west, south, and east, respectively.

Airfield
The Airport has five parallel east-west runways, two immediately north of the
passenger terminal complex (Runway 8L-26R, 9,000 feet long and Runway 8R-26L,
10,000 feet long), two immediately south of the terminal complex (Runway 9L-27R,
11,889 feet long and Runway 9R-27L, 9,000 feet long), and a fifth (Runway 10-28,
9,000 feet long) separated from Runway 9R-27L by 4,200 feet to the south. Of the
two pairs of parallel runways closest to the terminal complex, the outboard runways
(Runways 8L-26R and 9R-27L, separated by 6,450 feet) are used primarily for aircraft
landings (arrivals). The inboard runways (Runways 8R-26L and 9L-27R, separated
by 4,400 feet) are used primarily for aircraft takeoffs (departures). Runway 10-28,
opened in 2006, is used primarily for aircraft landings. All runways are equipped
with instrument landing systems, lighting systems, and other air navigation aids,
permitting the Airport to operate in virtually all weather conditions. The separation
between the runways permits the simultaneous use of three runways for aircraft
landings in poor visibility.

Passenger Terminal Complex
The central passenger terminal complex (CPTC) opened in 1980 and consists of a
landside building and six concourses. A 5,800-foot-long underground transporta-
tion mall accommodates an automated guideway transit system (AGTS) and
pedestrian walkways that connect the landside building with the concourses.
The AGTS normally runs 260-person-capacity, four-car trains at approximately
2-minute intervals.

The landside building contains approximately 1,200,000 square feet of space housing
passenger and baggage check-in, security screening, baggage claim, ground
transportation, concessions, airline operations, Airport administration, and other
services and functions. The building is generally symmetrical along its east-west
axis, with Delta Air Lines and its affiliated airlines occupying the south side of the
building (the South Terminal) and AirTran Airways and other airlines occupying
the north side (the North Terminal). Ticketing, security checkpoints, and other
enplaning passenger functions are accommodated at the east end of the building;



                                       A-19
baggage claim and other deplaning passenger functions are accommodated at the
west end. A 250,000-square-foot, three-story atrium in the center of the landside
building, opened in 1995, provides a large open space for waiting, circulation,
concessions, and other passenger services. Upper levels of the atrium accommodate
Airport administrative offices and an executive conference center. Roadways
provide vehicle access to 750-foot-long curbsides at the North and South Terminals.

The six concourses together provide approximately 3,800,000 square feet of space,
are separated from one another by approximately 1,000 feet, and provide 199 aircraft
parking positions (gates) configured for the current mix of widebody, narrowbody,
and regional aircraft operating at the Airport. All gates except for 22 gates at
Concourse D are equipped with aircraft loading bridges. The concourses provide
passenger holdrooms, concessions, baggage handling facilities, airline operations
space, and other services and functions.

Five concourses provide 171 gates primarily for domestic airline service.
Concourse T, adjacent to the landside building, provides 14 gates leased by
American Airlines, Delta Air Lines, and United Airlines. Concourses A and B
provide 30 and 35 gates, respectively, all leased by Delta. Delta Connection affiliates
also operate some flights at Concourses A and B. Concourse C provides 48 gates,
22 of which are leased by AirTran Airways and 26 of which are leased by Atlantic
Southeast Airlines, which operates at the Airport as a Delta Connection affiliate.
Concourse D provides 44 gates, 22 of which are leased by Atlantic Southeast and are
not equipped with loading bridges. Of the remaining 22 Concourse D gates, 11 are
leased by other domestic airlines and 11 are managed on a common-use basis by
TBI Airport Management under a contract with the City. In 2009, AirTran operated
approximately 71% of the departures from these common-use gates.

The sixth concourse, Concourse E, opened in 1994 with 24 gates and expanded in
2001 by 4 additional gates, is the Airport’s international concourse. All 28 gates are
operated on a common-use basis and are capable of accommodating arrivals and
departures by widebody aircraft in domestic or international service. Concourse E
provides approximately 1,800,000 square feet of space and is used primarily by
Delta (for both international and domestic flights), AirTran (for arriving interna-
tional flights), foreign-flag airlines, and airlines operating on behalf of the U.S. Air
Force Air Mobility Command. Arriving international passengers clear immigration
and customs through a 220,000-square-foot federal inspection services facility that
provides the capacity for U.S. Customs and Border Protection (CBP) to process
approximately 3,600 passengers per hour. TBI Airport Management manages
Concourse E on behalf of the City.

The midfield location of the passenger terminal complex between the parallel
runways provides for the optimal movement of aircraft between the terminal gates
and the runways and has been the model for the design of many other major world
airports.



                                         A-20
Use of Gates
Table 1 summarizes the distribution of gates by concourse and airline and shows
gate use in terms of average daily departures per gate. The Airport’s gates are
intensively used by both hub and spoke airlines*, with an estimated Airport-wide
average gate use of 6.8 departures per day in July 2010. This use rate is among the
highest of any airport in the nation. Figure 1 shows average daily departures per
domestic gate and further illustrates the high intensity of gate use at the Airport. Of
the Airport’s 171 domestic gates, 149 (87%) were used five or more times per day in
July 2010, a representative peak month.

As discussed in the later section, “Airport’s Role as a Connecting Hub,” the Airport
is the principal connecting hub for Delta and AirTran. These hub airlines schedule
their aircraft operations through the Airport with the objectives of maximizing
opportunities for connections between flights while minimizing connecting
passenger transfer times and offering competitive service at peak demand times to
local (originating) passengers. These objectives result in the concentration of flights
into “banks” of aircraft arrivals and departures, during which essentially all gates
are occupied.

The spoke airlines schedule their flights to provide competitive service throughout
the day. As a result, during early morning, late afternoon, and evening periods,
most gates at the Airport are routinely occupied and little gate capacity is available
to accommodate additional airline service. Limited gate capacity and the
concentration of flight operations into banks combine to cause gate-hold delays,
particularly during poor weather. Such gate-hold delays result in increased
operating costs for the airlines and inconvenience for passengers, some of whom
miss connecting flights.

       Use of International Gates. Figure 2 presents the time-of-day pattern of gate
occupancy for flights scheduled to occupy international gates at Concourse E on a
typical weekday in summer 2010. As shown, international flights are concentrated
during two periods of the day, approximately 2 hours in the morning, mainly to
Caribbean and Latin American destinations, and approximately 5 hours in the
evening, mainly to destinations in Europe. Between approximately 9:00 a.m. and
10:00 a.m. and 4:00 p.m. and 7:00 p.m., most gates at Concourse E are scheduled to
be occupied and some international departing flights must be accommodated at
remote aircraft hardstands or other concourses, mainly Concourse T. Additional
gates and hardstands are routinely needed for off-schedule operations.



*The term “hub airlines” refers to Delta and AirTran, for which the Airport is a
 connecting hub. The term “spoke airlines” refers to all other airlines, for which the
 Airport is a spoke in their networks. Such airlines generally provide nonstop
 service only from the Airport to their hubs.


                                        A-21
                                                                      Table 1
                                            DISTRIBUTION OF GATES AND ESTIMATED USE BY AIRLINE
                                                   Hartsfield-Jackson Atlanta International Airport
                                                                     July 2010

                                                    Number of gates                            Estimated average               Average daily
                                                  Concourse                                   daily departures (a)              departures
                                   T        A     B     C       D       E     Total    Domestic International      Total         per gate
       Hub airlines
       Delta and affiliates (b)
        Delta Air Lines            7     30       35     --      4      --      76         483           26            509           6.7
        Delta Connection           --     --       --   26      22      --      48         407            1            408           8.5
          Subtotal                  7    30       35    26      26      --     124         889           27            917           7.4
       AirTran Airways             --     --       --   22       --     --      22         168            3            171           7.8
          Subtotal                  7    30       35    48      26      --     146       1,057           30          1,087           7.4
       Spoke airlines
       American Airlines (c)        4       --    --     --     --      --       4         28             --           28            6.9
       Continental Airlines (c)    --       --    --     --      3      --       3         19             --           19            6.2
A-22




       Midwest Airlines (d)        --       --    --     --     1       --       1          3             --            3            2.5
       United Airlines (c)          3       --    --     --     --      --       3         14             --           14            4.5
       US Airways (c)              --       --    --     --      3      --       3         17             --           17            5.6
        Subtotal                    7       --    --     --      7      --      14         79             --           79            5.7
       Common use
       Concourse D (e)             --     --       --    --     11      --      11          62            7             68           6.2
       Concourse E (f)             --     --       --    --      --    28       28          33           81            114           4.1
        Airport total             14     30       35    48      44     28      199       1,231          118          1,349           6.8
           ______________________________
       (a) Average daily scheduled July 2010 departures were distributed among gates assuming the same distribution of departures
           as in July 2009. Columns may not add to totals shown because of rounding.
       (b) Includes departures by Alaska Airlines and Delta Connection from Delta gates.
       (c) Including regional affiliates. Includes departures from gates for which Continental has priority rights.
       (d) Including departures by Frontier Airlines.
       (e) Gates used mainly by Air Canada Jazz, AirTran Airways, Continental Airlines, Delta Connection, Frontier, and Spirit Airlines.
       (f) Gates used mainly by Air France, British Airways, Delta Air Lines, Delta Connection, Georgia Skies, KLM-Royal Dutch Airlines,
           Korean Air, Lufthansa German Airlines, and Northwest Airlines.
       Sources: Average daily departures: Official Airline Guides, Inc., database accessed June 2010.
                Distribution of departures by gate: LeighFisher analysis of flight information display system (FIDS) records, April 2010.
While the use of international gates at Concourse E, as measured by aircraft
departures per gate over the day as a whole, is the lowest of gate use at any
concourse at the Airport, capacity to add new service is available only during off-
peak periods. International flights typically require longer gate occupancy times
than domestic flights to unload and load passengers and baggage, service the
aircraft, and meet federal inspection requirements. Aircraft arriving as international
flights often depart as domestic flights, and vice versa.




                                        A-23
                                      40



                                      35



                                      30
                                             Gates at
                                      28   Concourse E
           Number of occupied gates




                                      25



                                      20



                                      15
A-24




                                      10



                                      5



                                      0
                                           30
                                           00
                                           30
                                           00
                                           30
                                           00
                                           30
                                           00
                                           30

                                             0

                                       11 0
                                       11 0
                                       12 0
                                       12 0
                                       13 0
                                       13 0
                                       14 0
                                       14 0
                                       15 0
                                       15 0
                                       16 0
                                       16 0
                                       17 0
                                       17 0
                                       18 0
                                       18 0
                                       19 0
                                       19 0
                                       20 0
                                       20 0
                                       21 0
                                       21 0
                                       22 0
                                       22 0
                                       23 0
                                       23 0
                                             0
                                           00
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                          :0
                                          :3
                                        0:
                                        5:
                                        6:
                                        6:
                                        7:
                                        7:
                                        8:
                                        8:
                                        9:
                                        9:
                                       10
                                       10




                                                                                                                                                                                                      ATL583 F-0022
                                                                                               30-minute periods beginning

       LEGEND
                Domestic (a)               Mexico and Central America    South America              Middle East
                Europe                     Caribbean                     Far East                   Other

         (a) Includes Canadian and other flights for which passengers are precleared by U.S. Customs and Border Protection.                                                       Figure 2
         Note: To avoid overstating gate requirements, flights with long ground times are shown as occupying gates only for a standard                        USE OF INTERNATIONAL GATES
               amount of time before departure or after arrival to allow for the enplaning or deplaning of passengers and aircraft servicing.   Representative Weekday, Summer 2010 Schedule
       Source: LeighFisher analysis of City of Atlanta, Department of Aviation records.                                                            Hartsfield-Jackson Atlanta International Airport
Long-haul international flights in particular are often constrained to operating at
certain times of day, typically coinciding with the busiest times for domestic flights,
so the ability to accommodate off-schedule international flights at domestic gates is
limited. These factors combine to create the need for additional international gates
to meet both current demand and forecast growth.

As described in the later section “Amended Airline Agreements,” the City and
certain airlines have executed amendments that extend most of the provisions of
their CPTC Leases to September 2017. Under the Amended Airline Agreements,
Delta will continue to lease all gates shown in Table 1, but the airline's exclusive-use
rights specified in its CPTC Lease will be replaced with preferential-use rights
whereby Delta would be required to accommodate the flights of another airline if
such flights could not be accommodated at that other airline’s gates or the City’s
common-use gates. Additionally, the City will have the right to “recapture” gates
and related space from Delta if the airline does not meet a utilization standard of an
average of 600 departing seats per gate per day, approximately 80% of Delta’s
current average gate utilization. Also under the terms of the Amended Airline
Agreements, AirTran will receive preferential-use rights to 22 gates on Concourse C
and 10 gates on Concourse D; American, United, and US Airways will receive
preferential-use rights to their existing gates on Concourses T and D; and
Continental Airlines will receive preferential-use rights to 1 gate and priority rights
to 3 gates on Concourse D. Neither Midwest Airlines nor Frontier Airlines (which
plan to merge their operations in November 2010) will have preferential-use rights
to any gates. Two domestic common-use gates will remain on Concourse D, and all
28 gates on Concourse E will remain common use. The Amended Airline Agree-
ments provide for Continental to gain preferential-use rights to up to 3 additional
gates as the Concourse T–North expansion is completed, as described in the later
section “Capital Improvement Plan.” As discussed in the later section “Airline
Consolidation and Alliances,” United and Continental are merging. Operating
arrangements for the merged airline at the Airport are under discussion.

Ground Transportation
Ground access to the CPTC is provided from the west on I-85 via Terminal Parkway
and Camp Creek Parkway and from the south on I-285 via Riverdale Road. Access
to airline support, cargo, and other facilities is provided from the east on I-75 via
Aviation Boulevard. Loop Road, a divided four-lane roadway, provides circulation
around the Airport perimeter. A system of nonlicensed-vehicle roadways provides
access and circulation within the secure Air Operations Area.

Approximately 30,000 public parking spaces are provided in multistory garages
adjacent to the landside building and in surface lots, some served by shuttle buses.
Private operators on Camp Creek Parkway and at other off-Airport sites provide
approximately 20,000 additional public parking spaces. Approximately
8,000 parking spaces are provided at the Airport for Airport and tenant employees.



                                         A-25
All companies providing rental car services at the Airport do so from a consolidated
rental car center, west of I-85, which opened in December 2009. The rental car center
is connected to the CPTC by an automated people-mover (APM) system known as
the SkyTrain. The SkyTrain also serves the Georgia International Convention Center
and the Gateway Center office and hotel complex via an intermediate station.

Other commercial ground transportation services include off-Airport parking and
rental car shuttles, hotel and motel shuttles, taxicabs, limousines, local and intercity
buses, and door-to-door shuttle van services. Commercial vehicles pick up
passengers at a dedicated ground transportation center at the west end of the
landside building.

The Metropolitan Atlanta Rapid Transit Authority (MARTA) provides rail transit
service to the Airport from the other 37 stations on its 48-route-mile system. The
Airport station, which is inside the landside building at the west end, is the terminus
of MARTA’s Red and Yellow lines. The travel time from the Airport to downtown
Atlanta is about 16 minutes and the interval between trains is about 12 minutes on
weekdays.

Air Cargo
Air cargo transported by the passenger and all-cargo airlines is processed through
11 buildings totaling approximately 1,560,000 square feet. Associated apron space
provides parking positions for approximately 30 aircraft. A 490,000-square-foot
complex of buildings is located north of the airfield and a 360,000-square-foot
complex of buildings is located to the south, between Runways 9R-27L and 10-28.
Delta operates cargo buildings occupying 525,000 square feet in the approximately
110-acre area east of the CPTC and south of Aviation Boulevard, referred to as the
central terminal support area (CTSA). The U.S. Postal Service operates a
120,000-square-foot regional distribution center at the eastern boundary of the
Airport. A 40,000-square-foot perishables facility and a 25,000-square-foot equine
facility are adjacent to the north cargo complex.

Airline Support
The City leases land and buildings to airlines and others for activities supporting
airline operations. Delta’s corporate headquarters, training, and operations facilities
are located on approximately 85 acres at the north side of the Airport. Delta’s
principal operations and maintenance base, the Delta Technical Operations Center,
occupies approximately 175 acres east of the CPTC and north of Aviation Boulevard.
Flight kitchens, aircraft maintenance hangars, maintenance and storage facilities for
ground service equipment (GSE), fuel storage tanks, and various other facilities
supporting the operations of Delta and other airlines are also located on the Airport,
many in the CTSA. Three fuel farms, one of which is operated by Delta, provide
storage tanks for approximately 28 million gallons of jet fuel. Several companies
provide into-plane fueling, ground handling, and other airline support services.



                                         A-26
Fixed base operator services supporting airline, corporate, and general aviation
aircraft operations are provided by Mercury Air Center on the north side of the
airfield.

Airport Utilities, Support, and Other Facilities
Extensive utility systems provide water supply, storm and sanitary sewer, electrical
power, communications, and natural gas services. Aircraft rescue and fire fighting
(ARFF) services are provided from five fire stations. The Airport also accommo-
dates airfield maintenance buildings, an FAA Airport traffic control tower, air
navigation aids and guidance systems, and various other support facilities. Hotels,
an office building, and other nonaviation facilities are accommodated on the north
side of the Airport on land not required for aeronautical uses. No military aviation
activities are based at the Airport. However, the Airport is a designated gateway for
the U.S. military rest and recuperation program and military charter flights are
operated to and from the Airport.

AIRPORT SERVICE REGION
The Airport’s primary service region is the 8,376-square-mile, 28-county Atlanta-
Sandy Springs-Marietta Metropolitan Statistical Area (the Atlanta MSA) shown on
Figure 3. The U.S. Department of Commerce, Bureau of the Census estimated the
2009 population of the Atlanta MSA to be 5,475,000, accounting for more than half of
the State of Georgia’s population and ranking as the ninth largest MSA in the nation.
Approximately 65% of the Atlanta MSA population resides in a 1,200-square-mile
area in the central counties of Clayton, Cobb, DeKalb, Fulton, and Gwinnett, a
decrease from 69% in 2000. The population of the City of Atlanta, in DeKalb and
Fulton counties, was estimated in July 2009 (the most recent estimate published by
the Bureau of the Census) to be 541,000, about 10% of the Atlanta MSA total.

The Airport’s secondary service region is defined by the location of (and airline
service provided at) the nearest air carrier airports. This secondary region includes
the remainder of the State of Georgia, as well as parts of Alabama, Tennessee,
North Carolina, and South Carolina. As shown on Figure 3, the nearest airport
providing mainline airline service is that serving Birmingham, Alabama, located
150 road miles from Atlanta. Birmingham is classified as a small air traffic hub by
the FAA. The nearest communities classified as large or medium air traffic hubs are
Charlotte, North Carolina; Nashville, Tennessee; and Jacksonville, Florida, between
240 and 350 road miles from Atlanta.




                                       A-27
      Road miles from Atlanta to:                                                                                                                           NORTH
                                                                                                                                                           CAROLINA
                                                                                                                          Nashville
                                                                                                                                                       Charlotte
      Birmingham                          150                                                                TENNESSEE
                                                                                                                                                   Greenville/Spartanburg
      Greenville/Spartanburg              155
                                                                                                             Huntsville                                 Columbia
      Columbia                            214
      Charlotte                           243                                                                                    Atlanta             SOUTH CAROLINA

      Huntsville                          246                                                                     Birmingham

      Nashville                           250                                                                      ALABAMA             GEORGIA            Savannah

      Savannah                            255
      Tallahassee                         275                                                                            Tallahassee                    Jacksonville
      Jacksonville                        346


                                                                   PICKENS          Jasper
                                                                                                                                                       FLORIDA
                                                                                                        DAWSON



                                                 BARTOW             CHEROKEE
                                                                                  575
                                                                     Canton
                                                                                                                  FORSYTH



                                    Cartersville
                                                                                                   19            Sugar     985
                                                     75
                                                                                    Roswell                       Hill           85
                                                                                                 FULTON
                                                                           COBB                                                                         Winder
                                                                            Sandy Springs
                                                                                                                                                   BARROW
                                                                   Marietta
                                                                                                                   GWINNETT
                                      PAULDING
                                                                    Smyrna
         HARALSON                                                                                                                             10
                                                                                Atlanta                                                                 Monroe
                                                                                                        DE KALB
                                         20
                                                                          285                                                                 WALTON

                                                                   East Point
                                          DOUGLAS
                                                                                                                                 20
                                                    FULTON           Hartsfield-Jackson 675                      ROCKDALE
                            Carrollton                                     Atlanta                                                         Covington
                                                                       International
            CARROLL                                                        Airport                                                     NEWTON
                                                                                        CLAYTON             HENRY
                                                          85
                                                                        FAYETTE
                                                                                                            75
                                         Newnan                         Peachtree City
                                                                                                                             BUTTS                   JASPER
                   HEARD
                                                     COWETA
                                                                                             SPALDING

                                                                                                  Griffin



                                                                                    PIKE                    LAMAR

                                                   MERIWETHER
                                                                                                                                                                            ATL583 F-0015




LEGEND
         Airport with mainline airline service

         Airport with regional airline service
                                                                                                                                                            Figure 3
         County boundary                                                                                                             AIRPORT SERVICE REGION
                                                               0         8              16        24
         Urban areas (2000)                                                                                          Hartsfield-Jackson Atlanta International Airport
                                                                    Graphic scale in miles
         Atlanta-Sandy Springs-Marietta
         Metropolitan Statistical Area
Source: U.S. Department of Commerce, Bureau of the Census.
                                                                          A-28
ECONOMIC BASIS FOR AIRLINE TRAFFIC
In general, the population and economy of an airport service region are the primary
determinants of originating passenger numbers at an airport serving that region.
Connecting passenger numbers are primarily determined by airline decisions to
provide connecting service at an airport. (As discussed in the later section
“Historical Airline Traffic,” approximately 32% of the Airport’s passengers are
originating passengers; the remaining 68% are passengers connecting between
flights.)

The following sections provide a discussion of the economic basis for originating
passenger traffic at the Airport in terms of historical Atlanta MSA socioeconomic
data; the economic profile of the MSA and effects of the 2008-2009 recession by
industry sector; and regional growth management for the MSA. Subsequent
sections provide a discussion of the economic outlook for the Atlanta MSA.

Historical Socioeconomic Indicators
Table 2 shows historical population, per capita income, and nonagricultural
employment data for the Atlanta MSA, the State of Georgia, and the nation for 1990
and 2000 through 2009.

       Population. Between 1990 and 2000, the Atlanta MSA’s population increased
an average of 3.3% per year, compared with 1.2% per year for the nation as a whole.
During that 10-year period, the population of the Atlanta MSA grew at a higher rate
than that of all but one of the nation’s 30 largest MSAs. Much of this population
growth resulted from in-migration due to employment opportunities and a
relatively low cost of living. Since 2000, population growth rates for the Atlanta
MSA have continued to exceed those for the nation, although population growth
slowed between 2007 and 2009 as the economic recession reduced in-migration.

       Per Capita Income. Per capita income is slightly lower for the Atlanta MSA
than for the United States, although the cost of living is also lower. Strong economic
growth in the Atlanta MSA during the 1990s resulted in an increase in per capita
income. However, while average annual growth between 2000 and 2007 was
positive for the nation as a whole (1.1%), growth was negative for the Atlanta MSA
(-0.7%). Inflation-adjusted per capita income for the Atlanta MSA decreased steadily
between 2000 and 2003 and was then essentially unchanged through 2007. Between
2007 and 2008 (the most recent year for which data are available), per capita income
decreased more in the Atlanta MSA (4.7%) than in the nation as a whole (1.8%).

       Nonagricultural Employment. As shown on Figure 4, during the 1990s,
nonagricultural employment, like population, increased at a higher average annual
rate for the Atlanta MSA (3.6%) than for the nation as a whole (1.9%). Employment
in the Atlanta MSA decreased between late 2001 and late 2003, during and after the
2001 recession, but employment again increased between 2004 and 2007. Between
2007 and 2009, nonagricultural employment for the Atlanta MSA decreased 3.4%


                                       A-29
(162,000 jobs), more than the 2.5% decrease for the nation as a whole. Total
employment remained essentially unchanged in the first 6 months of 2010.
Employment by industry sector is discussed in the later section “Economic Profile
by Industry Sector.”




       Unemployment Rates. As shown on Figure 5, unemployment rates in the
Atlanta MSA were generally lower than those in the United States as a whole from
1990 through 2005. Since 2005, unemployment rates in the Atlanta MSA have more
closely followed national trends. The unemployment rate in the Atlanta MSA and
the nation ranged between 4.1% and 5.5% from June 2003 until April 2008.
Beginning in May 2008, the unemployment rate in the Atlanta MSA increased
sharply, consistent with the national trend. In January 2010, the unemployment rate
in the Atlanta MSA peaked at 10.8%, decreased to 9.8% in May 2010, but increased
to 10.3% in June 2010, as the labor force increased and employment numbers
remained essentially unchanged. The unemployment rate for the nation as a whole
was 9.5% in June 2010.




                                      A-30
                                                               Table 2
                                               HISTORICAL SOCIOECONOMIC DATA
                                           Atlanta MSA, State of Georgia, and United States

                                                                   Per capita income               Nonagricultural employment
                       Population (thousands) (a)                  (2009 dollars) (b)                      (thousands) (c)
                      Atlanta   State of   United          Atlanta      State of      United       Atlanta     State of    United
                       MSA     Georgia     States           MSA         Georgia       States        MSA        Georgia     States
       1990            3,088       6,478     249,464      $33,702      $28,829        $31,800       1,606      2,992      109,487
       2000            4,282       8,230     282,172       42,059         35,546       37,760       2,289      3,949      131,785
       2001            4,433       8,420     285,082       41,147         35,374       37,714       2,301      3,943      131,826
       2002            4,555       8,586     287,804       40,103         34,901       37,498       2,258      3,870      130,341
       2003            4,673       8,735     290,326       39,317         34,600       37,595       2,236      3,845      129,999
       2004            4,802       8,914     293,046       39,314         34,786       38,452       2,266      3,899      131,435
       2005            4,947       9,097     295,753       39,781         35,332       38,885       2,336      4,001      133,703
       2006            5,120       9,330     298,593       40,005         35,577       40,097       2,403      4,089      136,086
       2007            5,268       9,534     301,580       40,065         35,813       40,748       2,452      4,146      137,598
       2008            5,386       9,698     304,375       38,200         34,725       40,006       2,426      4,102      136,790
A-31




       2009            5,475       9,829     307,007          n.a.           n.a.      39,112       2,290      3,877      130,920
                                                       Average annual percent increase (decrease)
       1990-2000        3.3%       2.4%        1.2%         2.2%           2.1%         1.7%         3.6%       2.8%        1.9%
       2000-2007        3.0        2.1         1.0         (0.7)           0.1          1.1          1.0        0.7         0.6
       2007-2009        1.9        1.5         0.9         (4.7) (d)      (3.1) (d)    (1.8) (d)    (3.4)      (3.3)       (2.5)
       1990-2009        3.1        2.2         1.1          0.7 (e)        1.0 (e)      1.3 (e)      1.9        1.4         0.9

       MSA = Metropolitan Statistical Area. Atlanta MSA data are for the 28 counties in the Atlanta-Sandy Springs-
               Marietta MSA, as currently defined (see Figure 3).
       n.a. = not available
       Note: Population totals are estimated as of July 1 of each year.
       (a) U.S. Department of Commerce, Bureau of the Census, www.census.gov, accessed April 2010.
       (b) U.S. Department of Commerce, Bureau of Economic Analysis, www.bea.gov, accessed April 2010. Adjusted to
           2009 dollars using the U.S. Department of Labor, Consumer Price Index for All Urban Consumers, U.S. city average.
       (c) U.S. Department of Labor, Bureau of Labor Statistics, www.bls.gov, accessed June 2009.
       (d) Percent decrease from 2007 to 2008.
       (e) Average annual percent increase from 1990 to 2008.
       Historical Socioeconomic Indicators and Originating Passengers. Figure 6
presents a comparison of historical growth rates for population, per capita income,
and nonagricultural employment with growth rates for originating passengers in the
Atlanta MSA and the United States between 1990 and 2009. Originating passenger
numbers at the Airport increased at a higher average annual rate (2.6%) than for the
nation as a whole (1.9%).




                                       A-32
Economic Profile by Industry Sector
Table 3 presents data on the percentage distribution of nonagricultural employment
by industry sector in the Atlanta MSA and the nation. The following sections
provide a summary of each industry sector, discussed in order of Atlanta MSA
employment shares.

       Services. As in the United States as a whole, the services sector (professional,
business, education, health, leisure, hospitality, and other services combined) is the
largest industry sector in the Atlanta MSA. The services sector experienced higher
growth than any other sector between 1990 and 2007, adding 465,400 jobs in the
Atlanta MSA and increasing its share of nonagricultural employment from 33.3% in
1990 to 40.8% in 2007. In 2009, the services sector accounted for 42.2% of
nonagricultural employment, as employment in services recovered faster than in
other sectors.



                                        A-33
                Professional and Business Services. Of the 465,400 services sector jobs
added in the Atlanta MSA between 1990 and 2007, 205,200 were added in the
professional and business services subsector. This addition represented a doubling
of jobs in the subsector during that period, with most of the increase occurring in the
scientific, technical, architectural, and engineering subsectors. However, most of the
job growth occurred between 1990 and 2000. Between 2000 and 2007, approximately
15,100 jobs were added. Employment in the subsector decreased by 38,100 jobs
between 2007 and 2009, although 8,000 jobs were added during the first 6 months of
2010. As experienced during the 2001 recession, most jobs lost during this period
were in administrative and support services.

             Education and Health Services. Between 2000 and 2007, the number of
Atlanta MSA jobs in the education and health services subsector increased by 65,300,
or 34.1%. This increase in jobs was higher than in any other sector or subsector, in
both absolute and percentage terms, and is attributable mainly to the region’s
population growth. Notwithstanding the economic downturn, 11,700 jobs were
added in education and health services between 2007 and 2009 and 3,100 jobs were
added during the first 6 months of 2010.

According to the Atlanta Regional Council for Higher Education, approximately
250,000 students are enrolled at 57 accredited degree-granting universities and
colleges in the Atlanta MSA, making the MSA a national center of higher education
and research. Major universities located in the Atlanta MSA include Georgia State
University, the Georgia Institute of Technology, Emory University, and Clark
Atlanta University. Major health care employers in the Atlanta MSA include
Wellstar Health System, Northside Hospital, and Piedmont Hospital.

             Leisure and Hospitality Services. Between 2000 and 2007, the number
of Atlanta MSA jobs in leisure and hospitality services increased by 38,600, or 19.7%.
Between 2007 and 2009, employment in this subsector decreased by 11,100 jobs, but
an estimated 12,000 jobs were recovered in the first 6 months of 2010.

According to the Atlanta Convention and Visitors Bureau, the Atlanta MSA had
94,000 hotel rooms in 2009, the fifth-largest supply in the nation. Average hotel
room occupancy in the Atlanta MSA was 53.0%. The Atlanta Convention and
Visitors Bureau reported that, in 2008 (the most recent year for which data are
available), approximately 35.4 million people visited Atlanta, about a third of them
traveling for business purposes. Much of Atlanta’s success in attracting conventions
and meetings is attributable to the availability of frequent airline service between the
Airport and many destinations.




                                        A-34
                                                          Table 3
                            DISTRIBUTION OF NONAGRICULTURAL EMPLOYMENT BY INDUSTRY SECTOR
                                                Atlanta MSA and United States

                                                         Atlanta MSA                                       United States
                                               1990     2000      2007        2009          1990          2000       2007    2009
       Services
         Professional and business            12.8%    17.3%      16.8%       16.3%         9.9%         12.6%      13.0%    12.7%
         Education and health                  7.5      8.4       10.5        11.7         10.0          11.5       13.3     14.7
         Leisure and hospitality               8.9      8.6        9.6         9.8          8.5           9.0        9.8     10.0
         Other                                 4.1      3.9        4.0         4.4          3.9           3.9        4.0      4.1
           Subtotal, services                 33.3%    38.1%      40.8%       42.2%        32.3%         37.0%      40.1%    41.4%

       Trade, transportation, and utilities    25.3     24.1      22.9       22.6          20.7          19.9       19.4     19.1
       Government                              13.7     11.9      13.2       14.5          16.8          15.8       16.1     17.2
       Manufacturing                           11.6      9.1       7.2        6.4          16.2          13.1       10.1      9.1
       Financial activities                     6.6      6.5       6.6        6.3           6.0           5.8        6.0      5.9
       Construction                             4.8      5.6       5.7        4.4           4.8           5.2        5.5      4.6
A-35




       Information                              4.4      4.7       3.5        3.5           2.5           2.8        2.2      2.1
       Natural resources and mining             0.2      0.1       0.1        0.1           0.7           0.5        0.5      0.5
         Total                                100.0%   100.0%    100.0%     100.0%        100.0%        100.0%     100.0%   100.0%

       Total employment (thousands)           1,606    2,289      2,452      2,290        109,487       131,785   137,598   130,920


       Notes: Ranked by share of Atlanta MSA employment in 2009.
              Columns may not add to totals shown because of rounding.
              Data are not seasonally adjusted.
       Source: U.S. Department of Labor, Bureau of Labor Statistics, www.bls.gov, accessed June 2010.
The Georgia International Convention Center, located in the City of College Park
immediately west of the Airport, is served by a station on the SkyTrain system,
which provides direct access to and from the passenger terminal. Development at
the Gateway Center, adjacent to the Convention Center, includes a 400-room
Marriott hotel and other hotel, office, and commercial buildings.

Tourism in Atlanta has been boosted since 2005 by the opening of the Georgia
Aquarium and the new World of Coca-Cola museum, an expansion of the High
Museum of Art, and construction of the Atlantic Station retail and mixed-use center.
Other tourist attractions include Underground Atlanta, Six Flags over Georgia, the
Martin Luther King, Jr. Historic Site, Stone Mountain Park, Centennial Park, and
CNN studios.

        Trade, Transportation, and Utilities. The trade, transportation, and utilities
sector accounts for a larger share of employment in the Atlanta MSA (22.6% in 2009)
than in the United States as a whole (19.1%), reflecting Atlanta’s importance as a
business and distribution center. This sector’s share of nonagricultural employment
in the Atlanta MSA decreased from 25.3% in 1990. Trade and transportation are
expected to continue to be key contributors to economic development in the Atlanta
MSA. Atlanta is located at the intersection of I-20, I-75, I-85, and major railroad
lines, which have contributed to the establishment of Atlanta as a motor carrier hub
and rail freight center. Atlanta’s central location, transportation infrastructure, and
comparatively low cost of living have provided important competitive advantages
over other metropolitan areas in attracting businesses.

Passenger and cargo airline service at Hartsfield-Jackson Atlanta International
Airport is central to the economy of the Atlanta region. The Airport is the busiest
passenger airport in the world and, as discussed in the later section “Airport’s Role
as a Connecting Hub,” is the principal connecting hub for Delta Air Lines.
According to a 2009 economic impact study sponsored by the City, the Airport is
one of the largest employment centers in the State, providing approximately
58,000 airline, concessionaire, City, and other directly generated jobs.

Delta is the largest nongovernmental employer in the State of Georgia,
notwithstanding recent reductions in employment as the airline has restructured.
In September 2010, Delta employed approximately 25,000 people in the Atlanta
MSA, a reduction from 28,200 employees in 2002. AirTran Airways, although
headquartered in Orlando, employed approximately 6,000 people in the Atlanta
MSA in August 2010.

The scope and frequency of airline service between the Airport and all regions of
the nation and the world are cited as reasons for the decision of many companies to
locate facilities in Atlanta, most recently NCR Corporation, which relocated its
headquarters to the MSA in 2009. In addition to Delta, major companies




                                        A-36
headquartered in the Atlanta MSA include Home Depot, United Parcel Service,
The Southern Company, and The Coca-Cola Company.

In October 2006, the Ford Motor Company closed its 60-year-old Atlanta assembly
plant in Hapeville, adjacent to the Airport, and in June 2008, the company sold the
abandoned manufacturing plant to Jacoby Development Inc. Jacoby is the
developer of the Atlantic Station mixed-use complex on the site of an abandoned
steel mill in midtown Atlanta. Jacoby has demolished the assembly plant and
announced plans to develop the approximately 120-acre site into an aviation-
centered business district accommodating office, retail, conference, restaurant, and
hotel uses. Approximately 60 acres of the site may be acquired by the City for public
parking and to enhance runway approach protection. Up to 6.5 million square feet
of mixed-use development is planned for the site, whose success is expected by the
developer to depend on economic activity generated by the Airport.

Between 2000 and 2007, the number of jobs in the trade, transportation, and utilities
sector increased by 11,100, with gains in surface transportation and warehousing
activities offsetting job losses attributable to Delta’s restructuring. Between 2007
and 2009, the sector lost 44,800 jobs (8.0%), the most of any sector other than
construction, as trade activities were disproportionately affected by the economic
recession. An additional 12,500 jobs in the sector were lost in the first 6 months of
2010.

       Government. As the capital of the State of Georgia, Atlanta is the center for
governmental employment in the State. Between 2000 and 2007, the number of
Atlanta MSA jobs in the government sector increased by 52,100, or 19.1%. The
increase in this sector was higher than in all but education and health services in
absolute terms. Notwithstanding the economic downturn, the government sector
added 8,500 jobs during 2008.

As the economy weakened and tax receipts declined in 2008, and in anticipation of
an estimated $140 million budget shortfall in 2009, the City of Atlanta laid off staff,
left vacant positions unfilled, reduced employee benefits, and outsourced some City
services. As a result of declining personal and corporate income, real property
valuations, and retail sales, the State has experienced precipitous declines in tax
revenues. For the 12 months through June 2009, sales tax receipts for the State were
10.5% lower than for the 12 months through June 2008. In response to widening
budget deficits, the State required 25,000 employees to take unpaid leave in 2009.
As a result of further State and local government budget cuts, employment in the
government sector was reduced by 8,600 jobs from the end of 2008 to the middle of
2010.

Atlanta is also the headquarters of several federal agencies, including the sixth
district of the Federal Reserve Bank system; FHL Bank Atlanta, a part of the Federal
Home Loan Bank System; and the Centers for Disease Control and Prevention.



                                        A-37
Military installations in the Atlanta area include Dobbins Joint Air Reserve Base,
Fort McPherson, Fort Gillem, and Naval Air Station Atlanta. As recommended by
the 2005 Defense Base Closure and Realignment Commission, Fort McPherson,
Fort Gillem, and Naval Air Station Atlanta are to close in 2011. Notwithstanding
those closures, the State of Georgia expects to gain a net of between 2,000 and 4,000
federal government jobs as a result of increased employment at military bases
outside the Atlanta MSA.

       Manufacturing. As with the experience nationwide, the manufacturing
sector’s share of employment in the Atlanta MSA has been steadily declining. In
2009, the manufacturing sector accounted for 6.4% of employment in the Atlanta
MSA, a reduction from an 11.6% share in 1990. In 2009, the manufacturing sector
accounted for 9.1% of employment in the United States as a whole, a reduction from
a 16.2% share in 1990. Products manufactured in the Atlanta MSA include
machinery, transportation equipment, paper products, textiles, and processed foods.
Manufacturing employers include Georgia Pacific and Lockheed Martin.

Between 2000 and 2007, the number of Atlanta MSA jobs in the manufacturing
sector decreased by 31,700, or 15.3%, the highest decrease in any sector in absolute
terms. These job losses were largely attributable to the closure of plants
manufacturing automobiles, textiles, and building materials. As noted earlier,
Ford Motor Company closed its assembly plant in Hapeville, adjacent to the Airport,
in October 2006. Manufacturing job losses continued with the September 2008
closure of the 165-acre General Motors Doraville plant in DeKalb County. Both
plants are being redeveloped for nonmanufacturing uses. Together, the Ford and
General Motors plants employed 5,200 people in 2006. Further manufacturing job
losses in the Atlanta MSA have occurred at supplier firms. Between 2007 and 2009,
the Atlanta MSA lost 29,700 manufacturing sector jobs. Employment in the sector
remained essentially unchanged during the first 6 months of 2010.

Somewhat offsetting the Ford and General Motors plant closures, in November 2009,
Kia Motors Corporation opened a $1 billion, 2,200-acre factory in West Point,
Georgia, 75 road miles southeast of the Airport. The factory is capable of producing
up to 300,000 automobiles a year and provides 2,500 factory jobs. The University of
Georgia's Selig Center for Economic Growth reports that an estimated
3,600 additional jobs will be generated by related firms.

       Financial Activities. As well as being the capital of the State of Georgia,
Atlanta is a banking and financial center for the Southeast. Bank employers include
Bank of America, SunTrust Banks, and Wells Fargo (formerly Wachovia). Most of
the nation’s major brokerage firms have a presence in the Atlanta MSA. The number
of Atlanta MSA jobs in the financial sector increased by 14,100, or 9.5%, between
2000 and 2007. Between 2007 and 2009, the sector lost 17,400 jobs as a result of the
national banking and credit crisis. An additional 5,700 jobs were lost during the first
6 months of 2010, bringing employment in the sector below the 1998 level.



                                        A-38
       Construction. In 2009, the construction sector accounted for 4.4% of
employment in the Atlanta MSA, slightly lower than the sector’s 4.6% share of
national employment. Until 2000, employment in both residential and commercial
construction increased as a result of the region’s population and employment
growth. Between 2000 and 2007, employment in the sector increased by 10,500 jobs,
principally as a result of a boom in residential construction. However, the construc-
tion sector is disproportionately affected by economic cycles. Between 2007 and
2009, the sector lost 37,300 jobs (26.8%), more than any other sector in percentage
terms, as the credit crisis depressed construction activity and the issuance of housing
permits was at a record low. Jobs decreased by a further 2,800 in the first 6 months
of 2010.

               Residential Real Estate. The residential housing boom that resulted in
record numbers of housing permits issued in the Atlanta region between 2004 and
2006 ended abruptly in 2007. According to the U.S. Department of Housing and
Urban Development, housing permits in the Atlanta MSA decreased 34.4% in 2007,
decreased a further 57.4% in 2008, and decreased a further 65.8% in 2009. During
the first 6 months of 2010, housing permits almost tripled versus the same period of
2009 as the market stabilized because of federal tax credits. However, the estimated
number of housing permits issued in July 2010, after these credits expired, was
essentially the same as the number issued in July 2009. Home prices have decreased
as well, albeit not as fast as those in the rest of the nation. According to the Standard
& Poor’s/Case-Shiller Home Price Index, in June 2010, home prices in the Atlanta
MSA decreased 19.7% from a mid-2007 peak. A composite index for 20 U.S.
metropolitan areas showed an average decrease of 28.4% over the same period.

               Commercial Real Estate. During the 1990s, the Atlanta MSA
experienced a commercial real estate boom, and the supply of office space expanded
in parallel with the rapid growth in employment. However, the vacancy rate nearly
doubled between 2001 and 2003 as construction continued while the economy was
in recession. In 2004, the vacancy rate decreased and remained stable through 2007,
albeit at a higher level than experienced in the 1990s. Beginning in 2008, the vacancy
rate again increased as a result of the 2008-2009 recession. According to CB Richard
Ellis, a national real estate services company, the vacancy rate in the Atlanta office
market was 23.0% in the second quarter of 2010, higher than the national average of
17.4%.

        Information. The number of Atlanta MSA jobs in the information sector
declined by 21,200, or 19.9%, between 2000 and 2007. The decrease in this sector was
higher than in any other sector in percentage terms. Many job losses were
attributable to the acquisition of Atlanta-based BellSouth by AT&T and a succession
of layoffs by EarthLink, an Atlanta-based Internet service provider. Employment in
this sector decreased by a further 5,100 jobs between 2007 and 2009 and a further
2,500 jobs during the first 6 months of 2010.




                                         A-39
Atlanta is home to the national and regional headquarters of information
technology, news and entertainment media, communications, nonprofit, and other
service companies, such as Cox Enterprises, EarthLink, and Turner Broadcasting
Systems. Atlanta is situated along two major fiber-optic corridors, and approxi-
mately 30 long-haul cables converge in the region.

Regional Growth Management
With few geographic barriers to constrain development, population growth in the
Atlanta MSA over the past 25 years has resulted in low population density, long
commutes, and attendant problems of traffic congestion and deteriorated environ-
mental quality. Concerns remain about the ability of the region to accommodate
continuing development while sustaining an acceptable quality of life.

       Air Quality. In 1997, the U.S. Environmental Protection Agency (EPA)
declared the Atlanta region a serious nonattainment area for ozone and other air
pollutants, with the effect of restricting the availability of federal funds for highway
construction. In June 2005, the EPA designated the Atlanta metropolitan area as
being in attainment with the one-hour air quality standard for ozone, allowing the
federal funding restrictions to be removed. However, the area is still designated as
being in nonattainment of other air quality standards.

       Transportation. The Atlanta metropolitan area experiences some of the
worst peak-period congestion in the nation. Expansion of public transit has been
problematic because of low population density and political opposition. The
Atlanta Regional Commission’s 2008-2013 transportation improvement project
allocates $10 billion to mitigate these transportation problems. The project aims to
reduce traffic congestion through the imposition of tolls, lane occupancy restrictions,
interchange upgrades, arterial roadway improvements, and promotion of alternative
work hours and telecommuting.

Improvements to public transportation are key components of a comprehensive
urban redevelopment effort, known as the BeltLine, which is planned to combine
open space, light rail transit, and new development along 22 miles of rail rights-of-
way that encircle the City. The light rail transit system would connect with MARTA
and the Peachtree Streetcar, a trolley line proposed to run along Peachtree Street, the
City’s main commercial thoroughfare.

       Water Resources. Over the next 30 years, population growth in the Atlanta
MSA is projected to result in a doubling of the region’s water needs and heavy
demand on the region’s limited water resources. These resources are shared with
other parts of Georgia, as well as Alabama and Florida. To address concerns
regarding water use, the Metropolitan North Georgia Water Planning District was
formed to prepare comprehensive plans to ensure adequate water supplies for the
region. Since 2003, the District has annually produced watershed, wastewater, and
water conservation management plans for the Atlanta MSA.



                                         A-40
In June 2009, most of the State of Georgia officially emerged from a 3-year drought,
during which stringent water conservation measures were implemented. In
September 2009, the Atlanta region experienced record rainfall and widespread
flooding, removing drought concerns for the time being.

The allocation of water from Lake Lanier, the Atlanta MSA’s primary water source,
has been the subject of a decades-long dispute among Georgia, Alabama, and
Florida, in which Alabama and Florida challenged Georgia’s legal right to withdraw
water in amounts greater than were withdrawn in the mid-1970s. The release of
water through the Lake Lanier dam is managed by the U.S. Army Corps of
Engineers. In a July 2009 ruling, a U.S. District Court decided against Georgia by
declaring that the Corps does not have the authority to allocate water that flows
from the federally managed reservoir and that the U.S. Congress must legislate such
allocation. If Congress does not settle the issue within 3 years, the Court will require
that the releases be rolled back to 1970s levels, which would severely restrict the
supply of water to the Atlanta MSA. To encourage water conservation, the Georgia
Water Stewardship Act was enacted by the State in June 2010. Among other
provisions, the legislation requires efficient water fixtures in all new construction
beginning February 2012 and provides for grants and loans to retrofit existing
construction with more efficient fixtures.

Inadequacies in the City of Atlanta’s antiquated water supply and sewerage system
have been major contributors to wasted water and watershed pollution. According
to some estimates, more than half of the region’s waterways do not meet water
quality standards. In response, the U.S. EPA and the Georgia Environmental
Protection Division have mandated that the City reduce watershed pollution. In
July 1998, the City accepted a federal consent decree committing it to improve water
quality. The City was required to end violations attributable to both stormwater and
sanitary sewer overflows. Through its comprehensive Clean Water Atlanta
program, the City is improving sewer line capacity, implementing a capacity
certification program for new development, and improving the reliability of sewage
pump stations. Approximately $4 billion of water supply and sewer system
improvements, funded from a combination of bond proceeds and municipal sales
taxes, are scheduled to be completed by 2012.

ECONOMIC OUTLOOK
Originating passenger numbers at the Airport depend on economic activity in the
United States and in the Atlanta MSA. The economic outlook for the national and
Atlanta MSA economies is discussed in the following paragraphs.

       Near-term Outlook for the U.S. Economy. The near-term economic outlook
for the nation depends on the nature of the recovery from the 2008-2009 recession.
The recession began in December 2007, triggered by a contraction in real-estate
markets and increases in energy and other commodity prices. As the economy
weakened and real-estate values declined, the values of mortgage-backed securities


                                        A-41
fell. In mid-2008, mortgage-related problems at some large investment and
commercial banks triggered a credit crisis in the United States, which quickly
affected the economies of other nations and resulted in global economic recession.

Notwithstanding reduced commodity prices and government intervention to
support financial markets, by the end of 2008, U.S. economic activity had decreased
precipitously. Inflation-adjusted gross domestic product (GDP) decreased at a 6.3%
annual rate in the fourth quarter of 2008, with the national unemployment rate
increasing from 5.8% in July 2008 to 7.4% in December 2008. During the second half
of 2008, national employment decreased by 3.0 million jobs. Overall economic
activity continued to contract during the first half of 2009, with national
employment decreasing by a further 3.7 million jobs and the unemployment rate
increasing to 9.5% in June 2009. In the first and second quarters of 2009, GDP
decreased at annual rates of 4.9% and 0.7%, respectively.

The Federal Reserve and U.S. Department of the Treasury responded aggressively,
providing monetary stimulus to the financial markets. Fiscal stimulus legislation
was also enacted. In October 2008, the Emergency Economic Stabilization Act was
passed, providing for the government bailout of troubled banks. In February 2009,
the American Recovery and Reinvestment Act (ARRA) was passed, providing for
$787 billion in fiscal stimulus through tax relief, investment in infrastructure, and
spending on energy, education, health care, and other sectors of the economy.
ARRA and related legislation will increase federal budget deficits in the near term,
with the estimated deficit for 2010 exceeding $1.3 trillion.

GDP increased at a 1.6% annual rate in the third quarter of 2009 and at a 5.0%
annual rate in the fourth quarter of 2009, as the private sector rebuilt depleted
inventories. However, also during the second half of 2009, a further 1.1 million jobs
were lost in the nation as a whole and the unemployment rate increased to 10.0%.
GDP growth has continued in 2010, albeit at a slower rate, with a 3.7% increase in
inflation-adjusted GDP in the first quarter and a 1.6% increase in the second quarter.
During this period, the national unemployment rate decreased to 9.5%, as 785,000
jobs were added, but employment numbers were the same as in 2004. The nature
and timing of recovery from the recession will depend on, among other factors,
recovery in the real estate sector, the effectiveness of fiscal and monetary stimuli, the
health of the financial and credit markets, the strength of the U.S. dollar versus other
currencies, the ability of the federal government to reduce historically high deficits,
and inflation remaining within the range targeted by the Federal Reserve.

The Georgia State University Economic Forecasting Center published economic
forecasts for the nation in August 2010. According to the Center’s forecasts, economic
growth is expected to be slow through 2011 as government stimulus and consumer
spending are reduced and consumer spending and business investment are restrained.
The national unemployment rate is forecast to remain above 9.0% through 2012, with
historical rates of growth in employment not forecast to return until after 2012. As



                                         A-42
shown in Table 4, inflation-adjusted GDP is forecast by the Center to increase 2.8% in
2010, 1.9% in 2011, and 2.7% in 2012. Nonagricultural employment is forecast by the
Center to decrease 1.8% in 2010, increase 0.8% in 2011, and increase 1.1% in 2012.


                                          Table 4
                         ECONOMIC AND EMPLOYMENT FORECASTS
                              United States and Atlanta MSA

                                       Historical
                                     average annual
                                        increase          Forecast annual increase (decrease) (b)
                                      1990-2009 (a)       2009-2010    2010-2011      2011-2012
  Real gross domestic product
   United States                          2.5%               2.8%           1.9%          2.7%
  Nonagricultural employment
   United States                          0.9%              (1.8%)          0.8%          1.1%
   Atlanta MSA                            1.9                (1.5%)         1.3%          2.3%


  (a) Sources: Gross domestic product: U.S. Department of Commerce, Bureau of Economic
      Analysis. Nonagricultural employment: U.S. Department of Labor, Bureau of Labor
      Statistics. See Table 2 for historical data.
  (b) Georgia State University Economic Forecasting Center, Forecast of the Nation and Forecast of
      Georgia and Atlanta, August 2010.


        Near-term Outlook for the Atlanta MSA Economy. Like most of the nation,
the Atlanta MSA has experienced the effects of the economic recession. The Atlanta
MSA lost 87,300 jobs in 2008 and a further 125,500 jobs in 2009. Employment
numbers were essentially unchanged in the first 6 months of 2010. Decreased
housing values have reduced household wealth. Although decreases in housing
prices in the Atlanta MSA have not been as severe as in some other metropolitan
areas, they are expected to continue to depress consumer spending. In combination,
these factors can be expected to contribute to reduced demand for airline travel in
the Atlanta MSA.

The nature and timing of recovery from the recession in the Atlanta MSA will
depend on the same factors as listed above for the nation, particularly on the
recovery of the housing sector and stable energy prices. Forecasts published by the
Georgia State University Economic Forecasting Center in August 2010 show that
economic recovery in the Atlanta MSA is forecast to be faster than in the nation. As
shown in Table 4, nonagricultural employment in the Atlanta MSA is forecast to
decrease 1.5% in 2010, increase 1.3% in 2011, and then increase 2.3% in 2012. Total
employment in the Atlanta MSA in 2012 is forecast to be similar to the 2005 level.




                                              A-43
       Long-term Economic Outlook. Economists generally agree that sustained
economic development will occur in the United States and the Atlanta MSA over the
longer term. In the Atlanta MSA, the potential for increased economic activity is
particularly high in the trade, transportation, education, health care, and other
services sectors. Despite concerns about the ability of the region to manage
continued growth and weakness in some sectors of the economy, it is expected that
the Atlanta MSA economy will continue to grow steadily.

As discussed in the later section, “Forecast Assumptions,” for the purposes of
developing the passenger forecasts presented in this report, it was assumed that,
following economic recovery from the 2008-2009 recession, the national economy will,
beginning in 2012, experience sustained growth averaging approximately 2.5% per
year. It was assumed that the Atlanta MSA economy will grow at a similar rate.

AIRPORT ROLE
Table 5 presents data on the numbers of passengers at the busiest world airports,
as compiled by Airports Council International. In 2009, the Airport was the busiest
passenger airport in the world, with 88.0 million passengers (enplaned plus
deplaned), 22.0 million more than the second busiest airport, London Heathrow, and
22.6 million more than the third busiest airport, Beijing Capital International.

Passenger numbers at the Airport decreased between 2000 and 2003 as a result of the
2001 economic recession and the decrease in travel following the September 2001
terrorist attacks. However, by 2004, passenger numbers at the Airport, as at most
other airports, had recovered and surpassed 2000 numbers. Between 2004 and 2007,
most airports recorded strong increases in passenger numbers. Between 2007 and
2008, passenger numbers at most airports decreased as the economic recession
depressed travel demand and airlines reduced service.

Table 6 presents data on estimated numbers of originating passengers at the busiest
U.S. airports in 2000 and 2006 through 2009. By this measure, in 2009, the Airport
ranked fifth, after Los Angeles, New York Kennedy, Las Vegas, and Orlando
international airports.

Table 7 presents data on estimated numbers of connecting passengers at the busiest
U.S. airports in 2000 and 2006 through 2009. By this measure, in 2009, the Airport
was, by far, the busiest connecting hub airport in the nation, with almost double the
number of passengers connecting at the next busiest connecting hub airport,
Chicago O’Hare.




                                       A-44
                                      Table 5
                       PASSENGERS AT BUSIEST WORLD AIRPORTS

                                                                                 Average annual
                                                                                 percent increase
                                                                                    (decrease)
Rank                                        Total passengers (millions) (a)      2000-     2007-
2009             City (airport)          2000 2006 2007         2008 2009         2007      2009
 1       Atlanta                         80.2    84.8    89.4    90.0    88.0    1.6%     (0.8%)
 2       London (Heathrow)               64.6    67.5    68.1    67.1    66.0    0.7      (1.5)
 3       Beijing (Capital)               21.7    48.7    53.6    55.9    65.4   13.8      10.5
 4       Chicago (O'Hare)                72.1    77.0    76.2    69.4    64.2    0.8      (8.2)
 5       Tokyo (Haneda)                  56.4    65.8    66.8    66.8    61.9    2.5      (3.8)
 6       Paris (de Gaulle)               48.2    56.8    59.9    60.9    57.9     3.2     (1.7)
 7       Los Angeles                     66.4    61.0    61.9    59.5    56.5    (1.0)    (4.4)
 8       Dallas/Fort Worth               60.7    60.2    59.8    57.1    56.0    (0.2)    (3.2)
 9       Frankfurt                       49.4    52.8    54.2    53.5    50.9     1.3     (3.0)
10       Denver                          38.8    47.3    49.9    51.2    50.2     3.6      0.3
11       Madrid                          32.9    45.5    52.1    50.8    48.3    6.8      (3.8)
12       New York (Kennedy)              32.9    43.8    47.7    47.8    45.9    5.5      (1.9)
13       Hong Kong                       32.8    43.9    47.0    47.9    45.6    5.3      (1.6)
14       Amsterdam                       39.6    46.1    47.8    47.4    43.6    2.7      (4.5)
15       Dubai                           12.3    28.8    34.3    37.4    40.9   15.8       9.1
16       Bangkok (b)                     29.6    42.8    41.2    38.6    40.5    4.8      (0.9)
17       Las Vegas                       36.9    46.2    47.0    43.2    40.5    3.5      (7.2)
18       Houston (Bush)                  35.3    42.6    43.0    41.7    40.0    2.9      (3.5)
19       Phoenix                         36.0    41.4    42.2    39.9    37.8    2.3      (5.3)
20       San Francisco                   31.5    33.6    35.8    37.2    37.3    1.8       2.1
21       Singapore                       28.6    35.0    36.7    37.7    37.2    3.6       0.7
22       Jakarta                         10.7    30.6    32.5    32.2    37.1   17.2       7.0
23       Guangzhou                       13.0    26.2    31.0    33.4    37.0   13.2       9.4
24       Charlotte                       23.6    29.7    33.2    34.7    34.5    5.0       2.0
25       Miami                           30.1    32.5    33.7    34.1    33.9    1.6       0.2
26       Rome (Fiumicino)                25.3    30.1    32.9    35.1    33.7    3.8       1.3
27       Orlando (International)         26.7    34.6    36.5    35.7    33.7    4.6      (3.9)
28       Sydney                          25.8    30.4    32.3    33.3    33.5    3.3       1.7
29       Newark                          29.2    36.7    36.4    35.4    33.4    3.2      (4.2)
30       Munich                          23.1    30.8    34.0    34.5    32.7    5.7      (1.9)
         Average for airports listed                                             3.5%     (1.2%)


Note: Calculated percentages may not match those shown because of rounding.
(a) Enplaned and deplaned passengers (transit passengers counted once).
(b) Don Muang International Airport until September 2006; Suvarnabhumi Airport thereafter.
Source: Airports Council International, Worldwide Traffic Report, for years noted.




                                             A-45
                                          Table 6
                      ORIGINATING PASSENGERS AT BUSIEST U.S. AIRPORTS

                                                                                         Average annual
                                                                                         percent increase
                                                                                            (decrease)
Rank                                              Originating passengers (millions)      2000-     2007-
2009      Code           City (airport)          2000   2006    2007    2008 2009        2007       2009
   1     LAX      Los Angeles                    22.9    22.7    23.2    22.4    21.4     0.2%      (4.1%)
   2     JFK      New York (Kennedy)             12.5    17.0    18.6    18.4    17.8     5.9       (2.2)
   3     LAS      Las Vegas                      13.9    18.0    18.4    17.2    16.1     4.1       (6.5)
   4     MCO      Orlando (International)        13.5    15.9    16.6    16.4    15.5     3.0       (3.4)
   5     ORD      Chicago O'Hare                 15.3    16.7    17.2    15.9    14.6     1.6       (7.9)
   6     ATL      Atlanta                        15.9    15.2    15.5    14.9    14.6     (0.4)     (2.9)
   7     SFO      San Francisco                  14.3    11.7    12.6    13.6    14.1     (1.8)      5.8
   8     DEN      Denver                          9.3    11.8    12.7    12.6    12.0      4.7      (3.0)
   9     BOS      Boston                         11.8    12.8    13.1    12.2    11.9      1.4      (4.4)
  10     EWR      Newark                         13.1    13.4    13.8    13.4    11.9      0.8      (7.0)
  11     SEA      Seattle-Tacoma                 10.1    11.1    11.7    11.8    11.2     2.0       (2.0)
  12     DFW      Dallas/Fort Worth              11.3    11.6    12.0    10.9    10.5     0.9       (6.6)
  13     PHX      Phoenix                        10.5    12.5    12.6    11.2    10.3     2.7       (9.6)
  14     LGA      New York (LaGuardia)           11.0    11.9    11.5    10.5    10.1     0.7       (6.1)
  15     FLL      Fort Lauderdale                 7.4     9.8    10.6    10.1     9.5     5.3       (5.1)
  16     MIA      Miami                           9.5     9.2      9.2     8.9    9.0     (0.5)     (1.0)
  17     BWI      Baltimore/Washington            7.7     8.4      8.5     8.3    8.2      1.4      (1.7)
  18     SAN      San Diego                       7.4     8.4      8.8     8.6    8.0      2.5      (4.4)
  19     PHL      Philadelphia                    6.7     9.5      9.6     8.6    8.0      5.1      (8.3)
  20     IAH      Houston (Bush)                  6.5     8.1      8.9     9.2    7.8      4.5      (6.0)
  21     MSP      Minneapolis-Saint Paul          8.0     8.3      8.6     8.2    7.8     0.9       (4.7)
  22     TPA      Tampa                           7.1     8.7      8.7     8.3    7.7     3.0       (6.0)
  23     DTW      Detroit                         8.3     8.3      8.9     8.7    7.3     1.0       (9.4)
  24     HNL      Honolulu                        8.3     7.9      8.4     7.3    7.1     0.1       (7.8)
  25     DCA      Washington (National)           6.1     7.4      7.4     6.9    6.8     2.9       (4.2)
  26     IAD      Washington (Dulles)             4.7     6.8      7.1     6.5    6.2     6.2       (6.4)
  27     MDW      Chicago (Midway)                5.7     6.4      6.4     5.6    5.5     1.7       (7.2)
  28     PDX      Portland, Oregon                5.5     5.9      6.2     6.0    5.5     1.7       (5.5)
  29     STL      St. Louis                       5.5     5.5      5.6     5.3    5.0     0.4       (5.5)
  30     SLC      Salt Lake City                  4.1     5.2      5.7     5.5    5.0     4.7       (6.1)
                  Average for airports listed                                             2.6%      (0.2%)


Notes: Airports shown are the 30 busiest U.S. airports, ranked by originating passengers for calendar year
       2009.
       Calculated percentages may not match those shown because of rounding.
Sources: LeighFisher analysis of U.S. Department of Transportation, Origin-Destination Survey of Airline
         Passenger Traffic, Domestic and International, Databank 1B, and T100 databases, accessed
         June 2010.



                                                 A-46
                                           Table 7
                        CONNECTING PASSENGERS AT BUSIEST U.S. AIRPORTS

                                                                                              Average annual
                                                                                              percent increase
                                                                                                 (decrease)
Rank                                                Connecting passengers (millions)          2000-     2007-
2009     Code            City (airport)          2000   2006     2007     2008     2009       2007       2009
  1     ATL       Atlanta                        24.3      27.3     29.4     30.2     30.6      2.8%      2.0%
  2     ORD       Chicago O'Hare                 17.8      20.1     19.3     17.8     16.6      1.2      (7.5)
  3     DFW       Dallas/Fort Worth              16.8      17.0     16.4     16.3     16.1     (0.4)     (0.9)
  4     CLT       Charlotte                       8.6      10.7     12.4     13.7     13.7      5.3       5.1
  5     DEN       Denver                          8.7      11.0     11.4     11.7     12.0      3.9       2.6
  6     IAH       Houston (Bush)                  9.8      12.4     11.9     10.7      11.4     2.8      (1.9)
  7     PHX       Phoenix                         7.0       8.1      8.2      8.2       8.3     2.3       0.4
  8     DTW       Detroit                         8.9       9.2      8.6      8.3       7.9    (0.4)     (4.2)
  9     MSP       Minneapolis-Saint Paul          8.7       8.9      8.4      8.2       7.8    (0.5)     (3.9)
 10     MIA       Miami                           6.6       6.5      7.0      7.5       7.2     0.8       0.9
 11     PHL       Philadelphia                    4.6       5.9      6.1      7.0       7.0     4.0       6.8
 12     LAX       Los Angeles                     8.4       6.7      6.9      6.3       6.1    (2.7)     (6.1)
 13     JFK       New York (Kennedy)              3.6       4.1      4.8      5.2       4.9     4.5       1.1
 14     IAD       Washington (Dulles)             3.0       4.3      4.7      4.8       4.9     6.5       2.3
 15     SLC       Salt Lake City                  4.6       5.1      4.9      4.4       4.9     0.8       0.2
 16     EWR       Newark                          4.0       4.4      4.4      4.2       4.7     1.4       4.0
 17     SFO       San Francisco                   4.6       4.5      4.7      4.5       4.4     0.4      (3.5)
 18     SEA       Seattle-Tacoma                  3.4       3.6      3.7      4.0       4.1     1.3       4.1
 19     MEM       Memphis                         3.7       3.4      3.3      3.2       3.4    (1.7)      2.3
 20     LAS       Las Vegas                       2.3       4.0      4.0      3.7       3.1     8.1     (11.3)
 21     CVG       Cincinnati                      7.9       5.5      5.3      4.4       2.9    (5.7)    (25.9)
 22     MDW       Chicago (Midway)                1.3       2.5      2.7      2.4       2.7    10.8       0.2
 23     BWI       Baltimore/Washington            1.5       1.9      1.9      1.9       2.1     4.0       3.3
 24     DCA       Washington (National)           0.9       1.6      1.6      1.8       1.7     8.5       1.9
 25     HNL       Honolulu                        2.0       1.8      1.9      1.7       1.6    (1.1)     (8.7)
 26     CLE       Cleveland                       2.0       1.5      1.3      1.1       1.1    (5.7)     (7.8)
 27     DAL       Dallas (Love Field)             0.7       0.8      1.0      1.1       1.1     4.3       6.1
 28     HOU       Houston (Hobby)                 1.1       1.1      1.1      1.0       1.1    (0.2)     (0.4
 29     STL       St. Louis                       9.5       1.6      1.5      1.3       1.0   (23.3)    (16.1)
 30     LGA       New York (LaGuardia)            0.9       1.0      1.0      1.0       0.9     2.0      (4.5)
                  Average for airports listed                                                   1.2%      0.2%


Notes: Airports shown are the 30 busiest U.S. airports, ranked by originating passengers for calendar year
       2009.
       Calculated percentages may not match those shown because of rounding.
Sources: LeighFisher analysis of U.S. Department of Transportation, Origin-Destination Survey of Airline
         Passenger Traffic, Domestic and International, Databank 1B, and T100 databases, accessed June 2010.




                                                        A-47
Increased numbers of originating passengers at the Airport resulted largely from
population and economic growth in the Atlanta MSA, as discussed in the earlier
section “Airport Service Region.” Increased numbers of passengers connecting
between flights at the Airport resulted from the expansion of connecting flight
operations by Delta, Delta’s regional and alliance affiliates, and AirTran.

Airport’s Role as an International Gateway
Table 8 presents data on the numbers of international passengers at the Airport and
other U.S. gateway airports. The increased importance of Atlanta as a center for
international trade and increased service by Delta have led to strong growth in
numbers of international passengers at the Airport. In 2009, the Airport was the
sixth busiest international gateway to the United States. Between 2000 and 2006, the
number of international passengers at the Airport increased an average of 5.7% per
year, compared with an average increase of 1.3% per year for the top 30 U.S.
gateway airports. Between 2006 and 2008, the number of international passengers at
the Airport increased an average of 6.2% per year, compared with an average
increase of 0.8% per year for the top 30 U.S. gateway airports. Between 2008 and
2009, the number of international passengers at the Airport decreased 4.1%,
compared with a decrease of 5.1% for the top 30 U.S. gateway airports. In 2009,
Delta and its affiliates* accounted for 86.8% of international passengers enplaned at
the Airport, an increase from 62.7% in 2000.

Figure 7 presents data on airline service from Atlanta and other U.S. gateway
airports to world regions as measured by shares of scheduled international
departing seats in July 2010. As shown, Atlanta is a primary U.S. gateway to most
regions of the world, ranking as one of the top five gateways to Europe, Mexico and
Central America, South America, the Caribbean, and Africa.

Airport’s Role as a Connecting Hub
Table 9 presents data on scheduled domestic and international airline service (as
measured by average daily numbers of scheduled departing seats) at the Airport
and selected other U.S. connecting hub airports in July 2010. Figure 8 presents the
data graphically.

The combination of Atlanta’s geographic location, the facilities provided at the
Airport, and Delta’s and AirTran’s strategies of concentrating much of their service
through Atlanta has resulted in the Airport becoming the busiest and most
important airline hub in the nation. The number of seats scheduled by Delta from

*As discussed in the later section, “Airport’s Role in Delta’s System,” Delta and
 Northwest airlines merged in October 2008 and received regulatory approval to
 integrate their operations fully in December 2009. Unless otherwise noted,
 historical data presented in this report for Delta are for Delta and Northwest, and
 historical data presented for Delta Connection are for Delta Connection and
 Northwest Airlink.


                                        A-48
Atlanta in July 2010 was 38% higher than the number scheduled by American from
Dallas/Fort Worth, 94% higher than the number scheduled by US Airways from
Charlotte, 95% higher than the number scheduled by Continental Airlines from
Houston (Bush Intercontinental), and 110% higher than the number scheduled by
United from Chicago (O’Hare). AirTran’s Atlanta hub operation ranks as the
20th busiest in the nation in terms of scheduled departing seats.

Figure 8 also illustrates that few competing hub airports are located near Atlanta.
The hub airlines at the three closest airports—those serving Charlotte, Cincinnati,
and Memphis—together scheduled 24% fewer seats from those airports than Delta
scheduled from Hartsfield-Jackson Atlanta International Airport in July 2010.

As of July 2010, Delta, together with its Delta Connection affiliates, and AirTran
accounted for 76.7% and 16.8%, respectively, of scheduled departing seats at the
Airport.

Airport’s Role in Delta’s System
Table 10 presents data on airline service (daily scheduled aircraft departures and
departing seats in domestic and international service) provided by Delta and its Delta
Connection affiliates (which, as of July 2010, included Atlantic Southeast Airlines,
Chautauqua Airlines, Comair, Compass Airlines, Mesaba Airlines, Pinnacle Airlines,
Shuttle America, and SkyWest Airlines) from selected U.S. airports. Data are
presented for the Airport and the next 14 busiest airports in the Delta system, ranked
by average daily scheduled departing seats in July 2010. Dallas/Fort Worth
International Airport is also included, as this airport was a connecting hub for Delta
until January 2005. Figure 9 presents the data graphically. Figure 10 presents
changes in the numbers of scheduled departing seats in domestic and international
service from selected Delta airports in July 2001, July 2008, and July 2010. Figure 11
presents corresponding data for international service only.

In summary, the Airport is, by far, Delta’s busiest hub. In July 2010, 1,029 average
daily aircraft departures were scheduled from the Airport by Delta and Delta
Connection. The number of average daily departing seats scheduled from the
Airport by Delta and Delta Connection (118,265 seats) exceeded the combined
number of scheduled seats from Delta’s next two largest hubs in Minneapolis-Saint
Paul and Detroit (98,841 seats). The average number of daily departing international
seats from the Airport by Delta and Delta Connection (17,400) was about 73% more
than the number scheduled from New York Kennedy (10,050) and more than double
the number scheduled from Detroit (4,990) and Minneapolis-Saint Paul (4,190)
combined. The magnitude of Delta’s international operations from the Airport
relative to other hub airports reflects the Airport’s role in Delta’s system as its
primary international connecting gateway.




                                        A-49
                                    Table 8
          INTERNATIONAL ENPLANED PASSENGERS AT U.S. GATEWAY AIRPORTS

                                                                                       Average annual
                                                                                       percent increase
                                                                                          (decrease)
Rank                                        Enplaned passengers (thousands)            2000-      2007-
2009            City (airport)          2000   2006    2007      2008     2009         2007       2009
  1      New York (Kennedy)             9,356   9,774    10,803    11,109    10,778     2.1%     (0.1%)
  2      Miami                          8,323   7,469     7,846     8,085     7,958    (0.8)      0.7
  3      Los Angeles                    8,719   8,372     8,563     8,239     7,506    (0.3)     (6.4)
  4      Newark                         4,481   4,982     5,292     5,479     5,328     2.4       0.3
  5      Chicago (O'Hare)               5,075   5,733     5,712     5,519     5,074     1.7      (5.7)
  6      Atlanta (a)                    2,916   4,061     4,438     4,578     4,390     6.2      (0.5)
  7      San Francisco                  3,928   4,105     4,318     4,205     3,964     1.4      (4.2)
  8      Houston (Bush)                 2,689   3,627     3,778     3,857     3,815     5.0       0.5
  9      Washington (Dulles)            1,987   2,588     2,880     2,972     2,992     5.4       1.9
 10      Dallas/Fort Worth              2,414   2,603     2,515     2,462     2,332     0.6      (3.7)
 11      Philadelphia                   1,295   1,758     1,806     1,861     1,870     4.9       1.7
 12      Boston                         2,053   1,886     1,896     1,769     1,738    (1.1)     (4.3)
 13      Honolulu                       2,655   2,067     1,911     1,743     1,674    (4.6)     (6.4)
 14      Fort Lauderdale                  619   1,204     1,450     1,554     1,461    12.9       0.4
 15      Orlando (International)        1,197   1,036     1,095     1,282     1,445    (1.3)     14.9
 16      Detroit                        1,959   1,832     1,917     1,898     1,366    (0.3)    (15.6)
 17      Seattle-Tacoma                 1,150   1,182     1,310     1,389     1,256     1.9      (2.1)
 18      Charlotte                        480   1,029     1,056     1,160     1,175    11.9       5.5
 19      Minneapolis-Saint Paul         1,466   1,237     1,248     1,276     1,104    (2.3)     (6.0)
 20      Las Vegas                        488     996     1,116     1,121     1,075    12.5      (1.8)
 21      Phoenix                          556     886       878       919       930     6.7       2.9
 22      Denver                           591     921     1,060     1,073       918     8.7      (6.9)
 23      New York (LaGuardia)             655     666       610       568       518    (1.0)     (7.9)
 24      Cincinnati                       515     467       351       331       232    (5.3)    (18.7)
 25      Portland, Oregon                 200     258       286       310       223     5.3     (11.7)
 26      Orlando (Sanford)                457     581       574       403       215     3.3     (38.8)
 27      Salt Lake City                    20     246       262       250       212    44.8     (10.0)
 28      Tampa                            223     190       181       183       195    (2.9)      3.9
 29      Memphis                          113     198       208       222       184     9.0      (5.8)
 30      Baltimore                        293     286       250       182       169    (2.3)    (17.7)
         Average for airports listed                                                    1.8%     (2.4%)


Notes:   Airports shown are the top 30 U.S. airports (excluding airports in Puerto Rico, the islands of
         the Pacific Trust, and the U.S. Virgin Islands), as ranked by numbers of international
         enplaned passengers in 2009.
         Calculated percentages may not match those shown because of rounding.
(a) City of Atlanta, Department of Aviation records.
Source: U.S. Department of Transportation, T100 database, accessed July 2010, except as noted.



                                                A-50
                       Canada                                         Mexico and                                             Caribbean
                                                                    Central America
                                    Chicago (O’Hare)
                                         10.9%
                                                                                            Houston (Bush)
                                          Newark                                                18.5%
                                            7.3%                                                                         Other        Miami
                                            Los Angeles                                                                  28.0%        22.8%
                                                                      Other
                                               6.6%
                                                                      37.6%                       Los
                     Other                                                                      Angeles
                                                  San                                            13.7%
                     60.5%                     Francisco
                                                  6.2%                                                     Orlando
                                                                                                            6.5%
                                          Seattle-Tacoma                                                                                       New York
                                               5.8%                                         Miami                                             (Kennedy)
                                                                                            13.1%                                               22.4%
                                      Atlanta (15)                      Dallas/                           Atlanta (4)            Fort
                                          2.4%             Atlanta (5) Fort Worth                           10.0%             Lauderdale
                                                              7.7%       9.5%                                                   10.2%



                 South America                                                Europe                             Middle East and India
                       Other                                                                                                 Other
           Fort        16.3%                                                                               Atlanta (6)       13.4%
                                                                                                              5.9%                        New York
        Lauderdale
                                                                                                                                         (Kennedy)
           6.1%                                 Atlanta (5)
                                                                        Other                             Houston (Bush)                   44.2%
       Houston                   Miami             6.1%                                                       6.1%
                                                                        16.3%
        (Bush)                   48.9%                                                                          Chicago
         6.3%                                                                                                   (O’Hare)
                                                                                        New York                  13.4%                 Washington
       Atlanta (3)                                                                     (Kennedy)                         Newark          (Dulles)
          9.5%                                Washington                                 21.5%                            9.9%            11.2%
                      New York                 (Dulles)
                     (Kennedy)                   6.3%
                       14.8%
                                                      Chicago
                                                      (O’Hare)
                                                        9.5%

                                                                      Newark
                                                                      14.8%



                         Africa                                               Asia                                       South Pacific
           Washington            Boston                                                                                   Honolulu
            (Dulles)              2.7%                                                                                     11.1%
                                                                                            Los Angeles
             17.6%                                                                             21.1%         San Francisco
                                                                        Other                                    12.6%
                                   New York                             22.0%
           Atlanta (2)            (Kennedy)
             24.2%                  55.4%
                                                 Atlanta (7)
                                                    1.7%                                         San                                 Los Angeles
                                                                                              Francisco                                 76.3%
                                                                                                17.8%
                                                       Chicago
                                                       (O’Hare)
                                                        10.0%
                                                                   New York      Honolulu
                                                                  (Kennedy)       15.4%
                                                                    12.2%
                                                                                                                                                         ATL583 F-0014




                                                                                                                                                   Figure 7
                                                                                       AIRLINE SERVICE FROM U.S. AIRPORTS TO WORLD REGIONS
                             = 25,000 average daily                                               Scheduled International Departing Seats in July 2010
                               departing seats




  Note: The area of the circle for each region is proportional to the number
        of scheduled seats on departing flights in July 2010. Airports shown
        individually are the top 5 U.S. gateways to each region. Atlanta
        rankings are shown in parentheses.

Source: Official Airline Guides, Inc., database accessed April 2010.
                                                                          A-51
                                           Table 9
                         AIRLINE SERVICE AT SELECTED U.S. AIRPORTS
                                          July 2010
                                                                              Busiest hubbing airline
                                                                                       Average
                                                                                         daily       Airline
                                 Average daily scheduled                              scheduled     share of
                                      departing seats                                  departing     airport
      City (airport)          Domestic International   Total           Airline (a)       seats        total

Atlanta                       134,307       19,889          154,196   Delta           118,265        76.7%
Chicago (O'Hare)               99,326       21,535          120,861   United           56,356        46.6
Los Angeles                    78,659       28,953          107,612   United           18,767        17.4
Dallas/Fort Worth              89,499       10,417           99,916   American         85,763        85.8
Denver                         89,230        3,247           92,476   United           38,983        42.2
New York (Kennedy)              39,584      49,099           88,684   Delta            22,666        25.6
Houston (Bush)                  53,971      16,998           70,968   Continental      60,615        85.4
San Francisco                   53,154      15,972           69,126   United           27,244        39.4
Charlotte                       62,061       6,178           68,239   US Airways       60,845        89.2
Phoenix                         64,592       3,418           68,010   US Airways       32,395        47.6
Las Vegas                       62,636       3,235           65,870   Southwest        29,373        44.6
Newark                          38,990      23,005           61,995   Continental      43,901        70.8
Minneapolis-Saint Paul          57,086       4,464           61,550   Delta            49,953        81.2
Miami                           27,560      33,419           60,979   American         42,924        70.4
Seattle-Tacoma                  54,461       5,269           59,730   Alaska           28,697        48.0
Orlando                         52,090       7,598           59,687   Southwest        14,329        24.0
Detroit                         53,916       5,673           59,589   Delta            48,888        82.0
Philadelphia                    50,024       9,058           59,082   US Airways       40,307        68.2
Boston                          43,829       8,577           52,406   JetBlue           9,465        18.1
New York (LaGuardia)            45,283       2,357           47,640   Delta            15,504        32.5
Washington (Dulles)             30,771      12,446           43,217   United           27,092        62.7
Baltimore                       41,455       1,183           42,638   Southwest        23,540        55.2
Salt Lake City                  36,606       1,091           37,697   Delta            28,441        75.4
Fort Lauderdale                 28,309       8,095           36,404   Spirit            8,562        23.5
Washington (Reagan)             34,837         790           35,627   US Airways       15,454        43.4
Chicago (Midway)                32,724         372           33,097   Southwest        28,962        87.5
San Diego                       31,078         435           31,513   Southwest        12,768        40.5
Honolulu                        23,767       6,862           30,629   Hawaiian         13,846        45.2
Tampa                           27,291         682           27,973   Southwest        10,475        37.4
Portland, Oregon                24,514         948           25,462   Alaska            8,269        32.5
St. Louis                       22,834        324            23,158   Southwest        10,625        45.9
Memphis                         19,065        529            19,594   Delta            16,744        85.5
Kansas City                     19,314         64            19,378   Southwest         8,296        42.8
Houston (Hobby)                 18,986          --           18,986   Southwest        17,046        89.8
Oakland                         18,453        303            18,755   Southwest        14,350        76.5


Notes: Airports shown are the 35 busiest U.S. airports, as ranked by scheduled seats in July 2010.
       Rows may not add to totals shown because of rounding.
(a) Includes regional airline affiliates.
Source: Official Airline Guides, Inc., online database, accessed June 2010.




                                                     A-52
                                        Seattle-Tacoma




                                                                                                       Minneapolis-
                                                                                                        Saint Paul

                                                                                                                                                             Detroit
                                                                                                                                                                                                      New York
                                                                                                                                                                                                     (Kennedy)

                                                                                                                                                                                                        Newark
                                                                                                                                   Chicago
                                                          Salt Lake City                                                           (O’Hare)
                            San Francisco                                                                                                                                                          Philadelphia
                                                                                      Denver                                                                                          Washington
                                                     Las Vegas                                                                                                                         (Dulles)
                                                                                                                                                    Cincinnati

                                                                                                                                                                          Charlotte

                                                                                                                      Memphis
A-53




                 Los Angeles
                                                             Phoenix
                                                                                                                                                         s
                                                                                                                                                  mile          Atlanta
                                                                                       Dallas/Fort Worth                                    300




                                                                                                                   Houston (Bush)
                                                                                                                                                                                      Miami




                                                                                                                                                                                                                            ATL583 F-0023
       LEGEND

             Alaska Airlines                    Delta Air Lines                 US Airways

                                                Southwest Airlines                                                     = 50,000 average daily departing seats
             American Airlines

             Continental Airlines               United Airlines

                                                                                                                                                                                                                     Figure 8
         Note:   The area of the circle for each airport is proportional to the number of scheduled seats on departing domestic and
                 international flights of the principal hubbing airline and its regional airline affiliates at that airport in July 2010.                       AIRLINE SERVICE AT BUSIEST CONNECTING HUB AIRPORTS
                 Airports shown are the 21 busiest U.S. airports as measured by connecting passengers in 2009. See Table 7.
                                                                                                                                                                         Scheduled Domestic and International Departing Seats
       Source:   Official Airline Guides, Inc., database accessed July 2010.                                                                                                                                        July 2010
                                                               Table 10
                                             DELTA SERVICE AT ITS PRINCIPAL U.S. AIRPORTS

                                                                                                                               Average annual
                                                                      July                                                percent increase (decrease)
            City (airport)       2000          2002        2004        2006       2008        2009          2010     2000-2004     2004-2008    2008-2010
                                        Average daily scheduled aircraft departures: all Delta operations
       Atlanta                      897           915         984      1,010         972       1,061         1,029      2.3%        (0.3%)        2.9%
       Minneapolis-Saint Paul       549           556         594        488         487         493           496      2.0         (4.8)         0.9
       Detroit                      553           543         590        516         521         506           554      1.6         (3.0)         3.1
       Salt Lake City               263           294         325        354         327         352           331      5.5          0.1          0.7
       New York (Kennedy)           114            71         105        124         203         205           173     (1.9)        17.9         (7.8)
       Memphis                      269           265         236        236         239         235           231     (3.2)         0.4         (1.7)
       New York (LaGuardia)         121           125         134        129         133         134           148      2.6         (0.2)         5.6
       Los Angeles                   75            61          63         65         108          67            79     (4.1)        14.4        (14.4)
       Cincinnati                   506           531         603        408         347         253           164      4.5        (12.9)       (31.3)
       Orlando (International)      157           108         126        124          69          50            51     (5.5)       (13.9)       (14.0)
       Boston                       119           122         115        107         102          93            69     (1.0)        (3.0)       (17.5)
       Seattle-Tacoma                44            40          37         39          47          41            39     (4.3)         6.6         (9.3)
       Washington (Reagan)           77            56          85         75          74          82            68      2.4         (3.4)        (3.8)
A-54




       Las Vegas                     39            32          39         39          33          36            45     (0.5)        (3.7)        16.6
       San Francisco                 47            32          34         35          39          35            37     (7.3)         3.3         (2.4)
       Dallas/Fort Worth            213           233         269         35          32          33            33      6.0        (41.4)         2.3

                                         Average daily scheduled departing seats: all Delta operations
       Atlanta                   121,357      120,787     121,634    112,895     111,910     114,551     118,265        0.1%        (2.1%)         2.8%
       Minneapolis-Saint Paul     60,142       59,275      61,634     51,847      51,658      51,064      49,953        0.6         (4.3)         (1.7)
       Detroit                    57,839       55,603      58,426     50,799      50,201      46,043      48,888        0.3         (3.7)         (1.3)
       Salt Lake City             29,067       27,909      25,764     28,621      27,442      29,922      28,441       (3.0)         1.6           1.8
       New York (Kennedy)         13,820       10,599      14,188     15,002      23,045      23,872      22,666        0.7         12.9          (0.8)
       Memphis                    22,724       22,160      18,544     17,537      17,649      17,251      16,744       (5.0)        (1.2)         (2.6)
       New York (LaGuardia)       15,693       14,960      15,783     14,801      14,137      13,669      15,504        0.1         (2.7)          4.7
       Los Angeles                15,824       12,247      12,018     11,662      13,548      11,642      12,623       (6.6)         3.0          (3.5)
       Cincinnati                 45,440       44,009      44,050     28,637      24,207      18,199        12,322     (0.8)       (13.9)       (28.7)
       Orlando (International)    17,680       12,716      14,133     12,653       9,244       7,913         8,401     (5.4)       (10.1)        (4.7)
       Boston                     15,861       13,696      13,916     11,424      11,142      10,120         8,333     (3.2)        (5.4)       (13.5)
       Seattle-Tacoma              8,944        8,274       7,172      7,220       8,147       7,379         7,320     (5.4)         3.2         (5.2)
       Washington (Reagan)         9,601        7,594       8,635      8,242       8,429       8,191         7,300     (2.6)        (0.6)        (6.9)
       Las Vegas                   7,028        5,597       6,812      6,156       5,216       5,808         6,932     (0.8)        (6.5)        15.3
       San Francisco               8,923        5,829       5,646      6,004       5,859       5,630         6,024    (10.8)         0.9)         1.4
       Dallas/Fort Worth          23,485       21,946      20,033      3,826       3,601       3,569         3,556     (3.9)       (34.9)        (0.6)
       Table 10 (page 2 of 3)
       DELTA SERVICE AT ITS PRINCIPAL U.S. AIRPORTS
                                                                                                                            Average annual
                                                                    July                                               percent increase (decrease)
            City (airport)       2000        2002        2004        2006      2008        2009       2010        2000-2004     2004-2008    2008-2010
                                 Average daily scheduled aircraft departures: Delta mainline operations (a)
       Atlanta                      659         622         642        538        508         490           562     (0.7%)       (5.7%)        5.2%
       Minneapolis-Saint Paul       383         380         365        295        268         251           213     (1.2)        (7.4)       (10.9)
       Detroit                      372         354         357        283        255         215           196     (1.0)        (8.0)       (12.3)
       Salt Lake City               153         127          99         94         92          97            97    (10.2)        (1.9)         3.0
       New York (Kennedy)            63          54          62         65         94         103            96     (0.2)        10.8          0.9
       Memphis                      143         131          93         82         66          60            48    (10.2)        (8.2)       (15.3)
       New York (LaGuardia)          91          86          84         80         74          66            73     (1.9)        (3.2)        (1.0)

       Los Angeles                   75          61          63         63          62         64           63      (4.1)         0.6)         0.7
       Cincinnati                   195         161         157         75          56         44           34      (5.3)       (22.6)       (21.9)
       Orlando                      105          69          62         53          49         48           51     (12.4)        (5.4)         1.7
       Boston                        94          78          70         56          55         51           45      (7.1)        (5.6)       (10.0)
       Seattle-Tacoma                44          40          36         37          41         37           36      (5.0)         3.2         (5.8)
       Washington (Reagan)           63          53          51         49          48         35           35      (4.8)        (1.7)       (15.2)
A-55




       Las Vegas                     38          31          39         36          30         34           36       0.2         (5.9)         9.5
       San Francisco                 45          32          31         31          29         30           31      (8.4)        (1.7)         3.4
       Dallas/Fort Worth            137         103          65         22          18         20           14     (17.1)       (27.8)       (10.5)

                                   Average daily scheduled departing seats: Delta mainline operations (a)
       Atlanta                   109,843    105,744     102,263     87,219      84,429     81,143      90,937       (1.8%)       (4.7%)         3.8%
       Minneapolis-Saint Paul     53,196     51,394      50,800     42,626      39,896     37,496      33,758       (1.1)        (5.9)         (8.0)
       Detroit                    49,861     46,808      47,390     39,622      36,738     30,860      29,886       (1.3)        (6.2)         (9.8)
       Salt Lake City             24,914     20,942      15,521     15,392      15,350     16,106      15,762      (11.2)        (0.3)          1.3
       New York (Kennedy)         11,915      8,196       8,475     11,975      16,902     18,312      18,268       (8.2)        18.8           4.0
       Memphis                    17,340     15,743      11,468     10,216       8,722      7,938       6,891       (9.8)        (6.6)        (11.1)
       New York (LaGuardia)       14,198     13,473      10,532     12,107      10,784      9,499      10,677       (7.2)         0.6          (0.5)
       Los Angeles                15,824     12,247      11,023     11,532      11,187     11,471      11,575       (8.6)         0.4           1.7
       Cincinnati                 29,979     25,977      22,807     11,624       9,084      6,868       5,246       (6.6)       (20.6)       (24.0)
       Orlando (International)     9,808      7,954       6,589      9,265       8,249      7,854       8,389       (9.5)         5.8          0.8
       Boston                     12,716     10,442       8,277      8,887       8,608      7,678       6,895      (10.2)         1.0        (10.5)
       Seattle-Tacoma              8,944      8,274       7,122      7,122       7,796      7,147       7,106       (5.5)         2.3         (4.5)
       Washington (Reagan)         9,105      7,502       6,889      6,855       6,974      5,226       5,147       (6.7)         0.3        (14.1)
       Las Vegas                   6,978      5,534       6,093      5,970       5,059      5,678       6,318       (3.3)        (4.5)        11.8
       San Francisco               8,823      5,829       5,496      5,788       5,296      5,344       5,628      (11.2)        (0.9)         3.1
       Dallas/Fort Worth          20,931     16,196       9,516      2,984       2,568      2,574       2,178      (17.9)       (27.9)        (7.9)
       Table 10 (page 3 of 3)
       DELTA SERVICE AT ITS PRINCIPAL U.S. AIRPORTS
                                                                                                                                      Average annual
                                                                          July                                                   percent increase (decrease)
             City (airport)           2000        2002         2004        2006       2008        2009        2010          2000-2004     2004-2008    2008-2010
                                     Average daily scheduled aircraft departures: Delta Connection operations (b)
       Atlanta                           237          293         342        471         464         571         467           9.6%          8.0%           0.3%
       Minneapolis-Saint Paul            166          175         229        192         219         242         283           8.4          (1.1)          13.6
       Detroit                           181          189         233        233         266         290         358           6.5           3.3           16.0
       Salt Lake City                    110          167         226        260         235         254         234          19.7           0.9           (0.2)
       New York (Kennedy)                 51           17          43         60         109         102          77          (4.2)         26.2          (15.9)
       Memphis                           125          133         142        154         173         174         183           3.2           5.0            3.0
       New York (LaGuardia)               30           39          50         49          59          67          76          13.6           4.3           13.4
       Los Angeles                         --           --          --         2          46           3          17            --            --          (40.2)
       Cincinnati                        311          370         446        333         291         209         130           9.4         (10.1)         (33.3)
       Orlando (International)            53           39          64         71          20           2           0           5.0         (25.3)        (100.0)
       Boston                             26           44          45         50          46          42          24          15.2           0.7          (27.4)
       Seattle-Tacoma                      --           --           1         2           7           4           3            --          61.5          (34.0)
       Washington (Reagan)                14            3          33         26          26          46          34          23.5          (6.2)          14.4
       Las Vegas                           1             1          --         3           3           2           9        (100.0)           --           74.8
       San Francisco                       2            --          3          4          10           5           6          10.7          34.5          (22.2)
A-56




       Dallas/Fort Worth                  76          130         204         13          14          14          19          28.2         (48.8)          16.5

                                      Average daily scheduled departing seats: Delta Connection operations (b)
       Atlanta                        11,514       15,043      19,371     25,676       27,482     33,408      27,328          13.9%          9.1%          (0.3%)
       Minneapolis-Saint Paul          6,946        7,882      10,835      9,220       11,762     13,568      16,195          11.8           2.1           17.3
       Detroit                         7,977        8,795      11,035     11,177       13,462     15,182      19,002           8.5           5.1           18.8
       Salt Lake City                  4,154        6,968      10,243     13,229       12,092     13,816      12,680          25.3           4.2            2.4
       New York (Kennedy)              1,905        2,403       5,713      3,027        6,143      5,560       4,398          31.6           1.8          (15.4)
       Memphis                         5,384        6,417       7,077      7,321        8,927      9,312       9,854           7.1           6.0            5.1
       New York (LaGuardia)            1,495        1,488       5,251      2,694        3,353      4,171       4,828          36.9         (10.6)          20.0
       Los Angeles                         --           --        995        130        2,361        171       1,048            --          24.1          (33.4)
       Cincinnati                     15,461       18,032      21,243     17,013       15,123     11,331       7,075           8.3          (8.1)         (31.6)
       Orlando (International)         7,872        4,762       7,544      3,388          995         59          12          (1.1)        (39.7)         (88.9)
       Boston                          3,145        3,254       5,640      2,537        2,534      2,442       1,438          15.7         (18.1)         (24.7)
       Seattle-Tacoma                      --           --         50         98          351        232         214            --          62.8          (22.0)
       Washington (Reagan)               496           92       1,745      1,387        1,455      2,965       2,153          37.0          (4.4)          21.7
       Las Vegas                          50           63         719        186          158        130         614          94.7         (31.6)          97.4
       San Francisco                     100            --        150        216          563        285         396          10.7          39.2          (16.1)
       Dallas/Fort Worth               2,554        5,749      10,517        842        1,033        995       1,378          42.5         (44.0)          15.5

       Note: Airports shown are the 15 busiest U.S. airports, as ranked by scheduled domestic and international departing seats on Delta, Northwest, and their
             regional affiliates in July 2010, and Dallas/Fort Worth International Airport (shown to illustrate the effect of Delta's hub closure in January 2005).
             Calculated percentages may not match those shown due to rounding.
       (a) Includes Delta Express (2000), Song (2004), and Northwest (all years).
       (b) Includes Northwest Airlink in all years.
       Source: Official Airline Guides, Inc., online database, accessed June 2010.
                                                                                                  Minneapolis-
                                                                                                   Saint Paul                                                                  Boston

                                                                                                                                       Detroit
                                                                                                                                                                                 New York
                                                                                                                                                                                (LaGuardia)

                                                                                                                                                                              New York
                                                                                                                                                                             (Kennedy)
                                                       Salt Lake City
                                                                                                                                          Cincinnati




                                                                                                                 Memphis
A-57




                 Los Angeles

                                                                                                                               miles      Atlanta
                                                                                                                           300




                                                                                                                                                                                                            ATL583 F-0004
       LEGEND

            Delta Air Lines
                                                         = 50,000 average daily departing seats




                                                                                                                                                                                                 Figure 9
        Note:    The area of the circle for each airport is proportional to the number of scheduled seats on departing
                 domestic and international flights of Delta and Delta Connection in July 2010.                                                        AIRLINE SERVICE AT PRINCIPAL DELTA AIRPORTS
                                                                                                                                                                     Scheduled Domestic and International
       Source:   Official Airline Guides, Inc., database accessed April 2010.                                                                                                           Departing Seats
                                                         175



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A-58




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                                                                  ATLANTA           Minneapolis-                Detroit               Salt              New York             Memphis             New York             Los Angeles           Cincinnati            Orlando             Dallas/




                                                                                                                                                                                                                                                                                                         ATL583 F-0011
                                                                                     Saint Paul                                     Lake City          (Kennedy)                                (LaGuardia)                                                                          Fort Worth




       LEGEND
              Delta (a)
                                                                                                                                                                                                                                                                                  Figure 10
              Other airlines
                                                                                                                                                                                                                             CHANGES IN AIRLINE SERVICE AT SELECTED DELTA AIRPORTS
       Notes: Airports shown are the top 10 U.S. airports, as ranked by domestic and international departing                                                                                                                           Scheduled Domestic and International Departing Seats
              seats scheduled on Delta in July 2010. Dallas/Fort Worth International Airport is shown to                                                                                                                                               July 2001, July 2008, and July 2010
              illustrate the effects of Delta’s hub closure in January 2005.
       (a) Delta, Delta Connection, Northwest, and Northwest Airlink.

       Source: Official Airline Guides, Inc., database accessed April 2010.
                                                                       50
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                                   (thousands)




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A-59




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                                                                               ATLANTA            Minneapolis-               Detroit          Salt Lake City           New York                Seattle-           Los Angeles                Boston             Portland,            Cincinnati
                                                                                                   Saint Paul                                                         (Kennedy)                Tacoma                                                            Oregon




                                                                                                                                                                                                                                                                                                        ATL583 F-0012
       LEGEND
              Delta (a)
              Other airlines
                                                                                                                                                                                                                                                                                            Figure 11
       Note: Airports shown are the top 10 U.S. airports, as ranked by scheduled international departing seats                                                                                                                                       CHANGES IN INTERNATIONAL AIRLINE SERVICE
             on Delta in July 2010.                                                                                                                                                                                                                               AT SELECTED DELTA AIRPORTS
       (a) Delta, Delta Connection, Northwest, and Northwest Airlink.                                                                                                                                                                                         Scheduled International Departing Seats
       Source: Official Airline Guides, Inc., database accessed April 2010.                                                                                                                                                                                       July 2001, July 2008, and July 2010
In July 2010, 38.2% of Delta’s systemwide seats were scheduled on flights to or from
the Airport, an increase from 29.9% in July 2000. In January 2005, Delta closed its
Dallas/Fort Worth hub. Since 2006, Delta has also greatly reduced service at its
Cincinnati hub, as well as at Orlando and Boston. Since 2004, Delta has greatly
increased its number of departures from New York Kennedy. Scheduled numbers
of departing seats on Delta from the former Northwest hubs in Detroit, Memphis,
and Minneapolis-Saint Paul were 17.9% lower in July 2010 than in July 2000.

        Delta-Northwest Aircraft Fleet. As of June 2010 , Delta operated a mainline
fleet of 723 passenger aircraft, a reduction from the 973 aircraft in the Delta and
Northwest fleets at the end of 2004. The operating fleet consists of 47 A319, 69 A320,
32 A330, 81 B-737, 183 B-757, 90 B-767, 18 B-777, 16 B-747, 53 DC-9, 117 MD-88, and
17 MD-90 aircraft. An additional 225 aircraft were owned by Delta and operated by
Delta Connection affiliates. The average age of mainline aircraft in the Delta fleet
was 16.1 years as of June 2010. As of June 2010, Delta has firm commitments to
acquire 18 aircraft, but expects to reduce its fleet by a net of 20 aircraft, with most
reductions planned from the regional fleet.

       Regional Affiliates. In May 1999, Delta acquired Atlantic Southeast Airlines,
which provided Delta with a large fleet of regional jet aircraft and control of aircraft
scheduling through its Atlanta hub. In January 2000, Delta acquired Comair, a Delta
Connection airline that primarily provides regional service from New York Kennedy
and Cincinnati, but also serves Atlanta. In August 2005, Delta sold Atlantic
Southeast to SkyWest Airlines, although Atlantic Southeast continues to operate as a
Delta Connection affiliate. In its merger with Northwest, Delta gained control of
Northwest’s wholly owned subsidiaries Compass Airlines and Mesaba Airlines. In
July 2010, Delta sold Compass to Trans States Holdings, parent company of regional
Trans States Airlines and GoJet Airlines, and sold Mesaba to Pinnacle Airlines
Corporation, parent company of Pinnacle Airlines and Colgan Air. Under the sale
terms, the airlines will continue operating as Delta Connection affiliates under long-
term agreements.

Delta has capacity purchase agreements or other operating arrangements with
several other airlines to provide Delta Connection service. As of June 2010, a total of
431 aircraft were operated in Delta Connection service, mostly regional jets seating
between 50 and 76 passengers.

As shown by the data in Table 10, the share of Delta scheduled departing seats from
the Airport provided by Delta Connection affiliates increased from 9.5% in July 2000
to 23.1% in July 2010.

      SkyTeam Alliance. Delta has enhanced its network through alliances, code-
sharing, and other marketing agreements. In June 1999, Delta announced an
agreement with Air France that provided the foundation for the SkyTeam alliance.
Aeroflot Russian Airlines, Aeromexico, Alitalia, China Southern Airlines,



                                        A-60
Continental, CSA Czech Airlines, KLM Royal Dutch Airlines, Korean Air,
Northwest, TAROM Romanian Air Transport, and Vietnam Airlines subsequently
joined the alliance. In October 2009, following a marketing agreement with United,
Continental withdrew from SkyTeam to join the Star Alliance. The alliances provide
for code-sharing, reciprocal frequent flyer programs, and coordinated cargo
operations. As of July 2010, SkyTeam partners Air France, KLM, and Korean
provided service at the Airport.

In May 2008, the U.S. Department of Transportation granted antitrust immunity to
Delta, Air France, Alitalia, CSA Czech, KLM, and Northwest, permitting the airlines
to coordinate transatlantic service, capacity, and airfares. In May 2009, Delta and the
Air France-KLM Group announced a joint venture whereby operations are
coordinated and revenues and costs shared on certain transatlantic routes. Alitalia
was added to the joint venture in July 2010.

As of July 2010, the average number of daily scheduled international departing seats
from the Airport on Delta and its SkyTeam alliance partners (19,391 seats) was the
most from any U.S. gateway airport, ahead of New York Kennedy (14,360 seats),
Detroit (5,260), Los Angeles (4,980 seats), and Minneapolis-Saint Paul (4,190 seats).

        Delta 2004-2005 Transformation Plan. In late 2004 and early 2005, Delta
implemented a transformation plan intended to achieve financial viability. Key
components of the plan were closing the airline’s Dallas/Fort Worth hub and
redeploying aircraft to its Atlanta, Cincinnati, and Salt Lake City hubs. Those
schedule changes resulted in a 6% increase in Delta’s scheduled seat capacity
(excluding Northwest) at the Airport between July 2004 and July 2005. The
transformation plan provided for increased efficiency of the airline’s Atlanta hub
operation by increasing aircraft use and replacing the previous 12 banks of
connecting flights with a continuous schedule of flight arrivals and departures
throughout the day. The airline also reduced staff, cut compensation for nonunion
staff, and reached agreement with its unionized pilots for pay cuts in return for an
ownership stake in the airline and other concessions.

        Delta 2006-2007 Restructuring Plan. The 2004-2005 transformation plan
provided operational benefits, but high fuel costs, other expenses, and airfare
competition resulted in continued operating losses. Delta raised cash through the
sale of Atlantic Southeast and other assets during the summer of 2005 and continued
to implement cost-cutting measures. However, as losses continued, in September
2005, Delta filed for protection under Chapter 11 of the U.S. Bankruptcy Code.

Delta’s restructuring plan, announced immediately after its Chapter 11 filing,
targeted $3 billion in annual financial benefits by the end of 2007, with approxi-
mately $1 billion of benefits projected to result from each of (1) revenue and network
productivity improvements, (2) lease rejection and other bankruptcy restructuring
actions, and (3) labor cost reductions.



                                        A-61
As part of the restructuring plan, in 2006 and 2007, Delta:

     x   Reduced the size of its mainline aircraft fleet, rationalized the mix of aircraft
         types, increased Delta Connection flights, and redeployed aircraft from
         domestic to international operations.

     x   Discontinued the operation of Song, a separate airline formed in 2003 to
         compete with low-fare airlines primarily between the northeast and Florida
         and California, and reintegrated Song aircraft into the Delta mainline fleet.

     x   Reduced connecting service through its Cincinnati hub.

     x   Reduced systemwide domestic seat capacity and increased international
         seat capacity, particularly at the Airport and at New York Kennedy.

Between July 2005 and July 2007, Delta (not including Northwest) decreased its
number of scheduled mainline seats at the Airport by 21%, while increasing the
number of Delta Connection (not including Northwest Airlink) seats by 44%.
Combined, the changes resulted in 11% fewer scheduled seats by Delta and its Delta
Connection affiliates at the Airport.

While in bankruptcy, in April 2006, Delta reached an agreement with its pilots
providing for compensation and work rule concessions and averted a strike. In
December 2006, the airline successfully rejected an unsolicited merger proposal from
US Airways. In January 2007, Delta announced that it had secured commitments for
exit financing. In April 2007, the airline emerged from bankruptcy protection.

        Delta-Northwest Merger. Although Delta’s rejection of the US Airways
merger proposal was justified on the merits of a “stand-alone” business plan,
mergers with other airlines were considered during 2007. In January 2008, the Delta
board authorized management to pursue merger discussions with Northwest and
United. In April 2008, Delta and Northwest announced an agreement under which
the two airlines would combine in an all-stock transaction. The combined airline
would account for 20.5% of U.S. airline seat-mile capacity and 6.7% of worldwide
airline seat-mile capacity.

The merger announcement advertised the following airline service features and
benefits of the combination:

     x   Complementary global route system with minimal overlap combining
         Delta’s presence in the South, Mountain West, Northeast, Europe, and Latin
         America with Northwest’s presence in the Midwest, Canada, and Asia.

     x   Strengthened SkyTeam alliance and international joint-venture partnerships
         with Air France-KLM.




                                         A-62
     x   Service to 390 destinations in 67 countries (compared with 330 destinations
         by Delta alone).

     x   Maintenance of all existing U.S. hubs, including Atlanta, Cincinnati, Detroit,
         Memphis, Minneapolis-Saint Paul, New York Kennedy, and Salt Lake City.

In September 2008, Delta and Northwest shareholders approved the merger, with
U.S. Department of Justice approval following in October 2008. In December 2009,
the U.S. Department of Transportation approved a single operating certificate for the
merged airline, allowing fully integrated operations.

        Delta Response to High Fuel Prices and Recession. As discussed in the later
section “Key Factors Affecting Future Airline Traffic,” high fuel prices precipitated a
profitability crisis in the U.S. airline industry in the summer of 2008. The crisis
caused most U.S. airlines, including Delta, to reduce domestic capacity in the second
half of 2008. Combined, Delta-Northwest domestic seat-mile capacity was reduced
7.3% in the third quarter of 2008 and 10.7% in the fourth quarter of 2008. At the
same time, Delta-Northwest international seat-mile capacity was increased 13.0% in
the third quarter of 2008 and 8.5% in the fourth quarter of 2008, as new international
routes were added, many of them from the Airport.

Notwithstanding the substantial decrease in fuel prices in the second half of 2008,
in December 2008, Delta announced its intention to reduce both domestic and
international capacity in 2009 as a result of the global economic recession and
decreased passenger demand. In March 2009, as the recession deepened, Delta
announced a 10% reduction in international capacity to begin in September 2009. In
June 2009, Delta announced further reductions in international capacity. The airline
cited the combination of increased fuel prices, decreased passenger demand, and
reduced yields, in particular those generated by international business travelers, as
the reasons for the capacity reductions. The reductions were achieved, in part,
through the suspension of unprofitable routes, including those from Atlanta to
Mumbai, Seoul, and Shanghai, and from Cincinnati to Frankfurt and London
Gatwick. In December 2009, Delta eliminated dedicated freighter operations. For
the full year 2009, Delta’s consolidated seat-mile capacity was reduced 8.0%
compared with 2008 capacity, a combination of a 13.9% reduction in international
seat-mile capacity and a 4.0% reduction in domestic seat-mile capacity.

       Potential Acquisition by Delta of Landing-Takeoff Slots at New York
LaGuardia. In August 2009, Delta and US Airways announced an agreement under
which Delta was to acquire 125 pairs of landing-takeoff slots and 11 gates at
New York LaGuardia Airport, allowing the airline to double the number of
destinations from that airport and establish a domestic hub at LaGuardia to
complement its international hub at New York Kennedy. In return, US Airways was
to acquire 42 pairs of landing-takeoff slots at Reagan Washington National Airport
and rights to fly to Tokyo and Sao Paulo. The proposed agreement would have


                                        A-63
increased Delta’s share of slot interests at LaGuardia from 24% to 49% and
US Airways’ share of slot interests at Reagan from 44% to 55%. In February 2010,
the U.S. DOT ruled that, as a condition of its approval of the agreement, the two
airlines must divest 20 slot pairs at LaGuardia and 14 slot pairs at Reagan to rival
airlines with little or no service at the airports. Following the ruling, Delta and
US Airways proposed slot divestitures short of those specified in the DOT’s ruling.
In May 2010, the DOT reiterated its original ruling. In response, Delta and
US Airways announced that they would not pursue the slot swap under the DOT’s
terms and, in August 2010, appealed the ruling to the U.S. Court of Appeals on the
grounds that the DOT had exceeded its statutory authority in imposing the slot
divestiture conditions. The appeal process is expected to take a year or more.
Following the ruling, in August 2010, Delta announced expanded service from
Reagan, while US Airways announced expanded service from LaGuardia.

       Development of Delta Terminal Facilities at New York Kennedy. Delta
operates an international hub at New York Kennedy, and, as shown on Table 9,
accounts for approximately 26% of daily scheduled departing seats from Kennedy.
Delta has announced plans to build new terminal space at Kennedy’s Terminal 4,
replacing the space it now occupies in Terminal 3. Under the plan, Delta’s
international flights will operate from 9 newly constructed gates and up to 7 existing
gates at Terminal 4. Delta will enter into a 30-year preferential use lease with
JFKIAT, the private operator of Terminal 4. Delta plans to demolish Terminal 3 to
provide 16 remote aircraft parking positions. The $1.2 billion project will be
financed with a combination of bonds, PFC revenues, and equity contributions by
Delta.

        Delta Capacity Guidance. Capacity guidance provided by Delta in July 2010
indicated up to a 1.5% increase in systemwide seat-mile capacity in calendar year
2010 compared with 2009 capacity and up to a 3.0% increase in 2011 compared with
2010 capacity. According to schedules published by Official Airline Guides, Inc., for
the full year 2010, Delta’s seat capacity (domestic and international) at the Airport
will increase 4.3% compared with 2009 capacity. The schedules also indicate a 28.5%
reduction in seat capacity at the airline's Cincinnati hub in 2010 compared with 2009.
Delta’s seat capacity at its Cincinnati hub in the fourth quarter of 2010 is scheduled
to be approximately 25% of its seat capacity in the fourth quarter of 2004, the
airline’s all-time peak quarter at Cincinnati.

In July 2010, the unions representing the former Northwest flight attendants, airport
customer-service agents, and ramp agents applied with the National Mediation
Board to declare Delta and Northwest a single airline for the purposes of labor
representation, thereby triggering an election. The equivalent employees in the
former Delta organization are not represented by unions. The elections will occur
under new rules adopted by the Board in May 2010, whereby those abstaining from
voting will not be included in the calculation of a majority. Delta expects the
elections to be completed by the end of 2010.


                                        A-64
In October 2010, Delta reported a quarterly net profit of $929 million, excluding
special items, an $878 million improvement over the third quarter of 2009. The
improvement was attributable to increased yields, particularly in international
markets, and unit costs, excluding fuel and profit-sharing, unchanged from the third
quarter of 2009. Delta reported that its strategy to achieve consistent profitability
depends on maintaining cost discipline and reducing debt, with net debt expected to
be reduced $2 billion during 2010, and reported that it expects to be profitable in the
fourth quarter of 2010. Delta also reported its intention to increase international
capacity at a higher rate than domestic capacity, with new and increased service to
be offered to London Heathrow, Tokyo Haneda, and airports in Africa.

Airport’s Role in AirTran’s System
Table 11 presents data on airline service provided by AirTran at the Airport and its
other principal airports, ranked by daily scheduled departing seats in July 2010. The
Airport is, by far, the most important airport in AirTran’s system, accounting for
approximately the same number of daily seats as at the next five AirTran airports
combined. The Airport also accounts for most of AirTran’s systemwide connecting
activity. According to data reported by AirTran to the U.S. DOT, about 90% of
AirTran's 2009 systemwide connecting passengers connected at the Airport. In
July 2010, about 56% of AirTran’s systemwide seats were scheduled on flights to or
from the Airport, a decrease from about 91% in July 2000. (Between July 2000 and
July 2010, AirTran’s systemwide seat capacity nearly tripled.) In addition to
expanding service at its Atlanta hub, AirTran has diversified its system by
increasing service at the airports serving Orlando, Baltimore, and Milwaukee.

In July 2003, AirTran placed an order for 100 new B-737 aircraft, of which 50 were
firm orders and 50 were options, and up to 10 new B-717 aircraft. Aircraft deliveries
were scheduled at a rate of approximately one per month between 2004 and 2008,
with decreased delivery rates in 2008 through 2011. As scheduled, the deliveries
would have more than doubled the airline’s fleet. The addition of longer-range
B-737 aircraft to the airline’s fleet allowed AirTran to serve transcontinental and
international routes from the Airport, making the Airport a true two-airline national
hub. As of July 2010, AirTran operated a fuel-efficient fleet of 138 aircraft (52 B-737
and 86 B-717) with an average age of about 7 years. The low-cost structure of
AirTran and its success in building a strong market share in Atlanta contributed to it
being one of the few profitable U.S. airlines in 2002 through 2007.




                                        A-65
                                                                    Table 11
                                                   AIRTRAN SERVICE AT ITS PRINCIPAL AIRPORTS

                                                                                                                   Average annual
                                                                    July                                      percent increase (decrease)
              City (airport)          2000       2002     2004      2006     2008     2009     2010     2000-2004      2004-2008     2008-2010
                                                Average daily scheduled aircraft departures
       Atlanta                           135       150      184       226      264      239      210      8.1%           9.5%        (10.7%)
       Orlando                            15        21       27        42       54       57       65     15.8           18.5           9.6
       Baltimore                           --       23       33        43       50       56       60       --           11.1           9.6
       Milwaukee                           --        3        8         7       21       33       52       --           28.2          57.4
       New York (LaGuardia)                 6        9       14        15       20       17       19     23.0           10.0          (1.9)
       Boston                              4        10        20       29       24       22       19     49.8            4.5         (10.9)
       Tampa                              10        16        15       17       19       17       17     10.1            6.6          (5.3)
       Indianapolis                        --        --        --      13       15       12       18       --             --           9.5
       Fort Lauderdale                     8        12        11       13       16       16       14      8.6            9.4          (6.4)
       Chicago (Midway)                   11        15         8       31       14       15       13     (7.7)          14.6          (1.2)
A-66




                                                 Average daily scheduled departing seats
       Atlanta                        14,747    16,765    21,855    27,639   32,515   29,406   25,880    10.3%         10.4%         (10.8%)
       Orlando                         1,668     2,401     3,303     5,182    6,694    7,011    7,916    18.6          19.3            8.7
       Baltimore                           --    2,691     3,725     5,089    6,103    6,905    7,478      --          13.1           10.7
       Milwaukee                           --      351       512       781    2,752    4,247    5,555      --          52.3           42.1
       New York (LaGuardia)              647     1,010     1,608     1,911    2,527    2,011    2,328    25.6          12.0           (4.0)
       Boston                            424     1,170     2,359     3,475    2,877    2,611    2,305    53.6            5.1         (10.5)
       Tampa                           1,093     1,835     1,757     2,052    2,320    2,091    2,012    12.6            7.2          (6.9)
       Indianapolis                        --        --        --    1,621    1,902    1,531    1,977       --            --           2.0
       Fort Lauderdale                   870     1,379     1,467     1,695    1,948    1,966    1,701    14.0            7.3          (6.6)
       Chicago (Midway)                1,265     1,700       932     3,792    1,665    1,834    1,627    (7.3)          15.6          (1.1)


       Note: Airports shown are the 10 busiest U.S. airports, as ranked by scheduled domestic and international departing seats on
             AirTran in July 2010. Calculated percentages may not match those shown due to rounding.
       Source: Official Airline Guides, Inc., online database, accessed June 2010.
       AirTran Response to High Fuel Prices and Recession. AirTran’s cost
structure is among the lowest in the industry and, as such, the financial performance
of the airline is particularly sensitive to fluctuations in the price of fuel. In 2007, a
profitable year for the airline, AirTran reported that its fuel expense was 37.1% of its
total operating expenses. In the third quarter of 2008, as fuel prices peaked, its fuel
expense percentage increased to 49.8% of total operating expenses, and the airline
reported a loss. In 2009, as fuel prices decreased, the airline's fuel expense
percentage decreased to 31.4%, and AirTran again reported a profit.

In July 2008, AirTran announced plans to reduce capacity. Capacity reductions were
achieved through reductions in its aircraft fleet and decreased aircraft use. AirTran
disposed of eight B-737 aircraft in 2008, sold two of four B-737 aircraft scheduled to
be delivered in 2009, and plans to add no aircraft in 2010. Additionally, AirTran
deferred deliveries of 37 aircraft originally scheduled to be delivered through 2012.
The combination of aircraft sales and deferred deliveries removed 47 aircraft from
the airline’s original 2008-2012 fleet plan. AirTran began increasing capacity in the
fourth quarter of 2009, with seat-mile capacity increasing 8.1% compared with
capacity in the fourth quarter of 2008. AirTran continued to increase capacity in
2010; seat-mile capacity was 5.4% higher in the first 6 months of 2010 than in the first
6 months of 2009.

As part of its near-term strategy, AirTran has decreased capacity from Atlanta and
has increased capacity elsewhere, particularly from Milwaukee and on point-to-
point routes from secondary airports to leisure destinations, particularly in Florida.
AirTran’s share of departing seat capacity from Atlanta decreased from 21% in July
2008 to 17% in July 2010. Capacity reductions in Atlanta have been achieved
primarily through the reduction of service frequencies and the use of smaller B-717
aircraft. Notwithstanding a 20.4% reduction in scheduled departing seats from
Atlanta in July 2010 compared with July 2008, the number of airports AirTran served
nonstop from the Airport increased from 54 airports in July 2008 to 60 airports in
July 2010.

       Proposed Acquisition of AirTran by Southwest. In September 2010,
Southwest Airlines announced a proposal to acquire AirTran for $1.4 billion in cash
and stock. The combined airline would be called Southwest, adopt Southwest’s
branding and service policies, and be the largest U.S. airline as measured by
domestic passengers carried. As of September 2010, AirTran and Southwest
together operated a fleet of 685 aircraft. The merger announcement advertised the
following airline service features and benefits of the combination:

     x   Complementary network, with 37 of Southwest’s 69 destinations not served
         by AirTran, 37 of AirTran’s 70 destinations not served by Southwest, and an
         estimated overlap of only 1% of industry domestic seat-mile capacity




                                         A-67
     x   Strong market presence in Atlanta, which is by far the largest U.S. market
         not served by Southwest

     x   New access by Southwest to slot-constrained Reagan Washington National
         Airport

     x   Increased access by Southwest to slot-constrained New York LaGuardia
         Airport

     x   Enhanced ability to serve smaller markets with B-717 aircraft

     x   Access to international destinations served by AirTran in the Caribbean and
         Mexico

According to schedules published by Official Airline Guides, Inc., for the full year
2010, the Airport would account for approximately 4.9% of departing seat capacity
in a combined Southwest-AirTran system, a higher share than any airport other than
Las Vegas, Chicago Midway, and Baltimore. The proposed acquisition has been
approved by the boards of directors of both companies, but requires the approval of
AirTran stockholders, receipt of certain regulatory clearances, and the fulfillment of
customary closing conditions. Full integration of operations is expected to take up
to two years.

       AirTran Capacity Guidance. AirTran added new service from the Airport to
Cancun, Mexico in February 2009, its first international scheduled service since
discontinuing service to Freeport, Bahamas in 2007. In December 2009, AirTran
added service from the Airport to Aruba and Nassau, Bahamas and in February
2010, added service to Montego Bay, Jamaica. New service from the Airport to
Punta Cana, Dominican Republic is scheduled to begin in February 2011. AirTran
has cited the flexibility of its B-737 fleet to allow it to add service to new markets in
Mexico, Central America, and the Caribbean as demand returns.

Capacity guidance provided by AirTran in July 2010 indicated that it intends to
increase its systemwide seat-mile capacity 1% in the third quarter of 2010 and
between 1% and 2% in 2011. According to schedules published by Official Airline
Guides, Inc., for the second half of 2010, AirTran’s seat capacity (domestic and
international) at the Airport will decrease 8.1% compared with capacity in the same
period in 2009. Also, for the second half of 2010, AirTran’s seat capacity is
scheduled to increase 2.6% from Orlando, 9.8% from Baltimore, and 34.2% from
Milwaukee. AirTran expects to add six aircraft to its fleet in 2011. The airline has
commitments for the delivery of 47 new B-737 aircraft between 2012 and 2017.
AirTran’s near-term initiatives to improve profitability include continuing to
diversify its network, in particular by adding service from Milwaukee, developing
ancillary revenue sources, and hedging fuel as prices remain low relative to 2008
prices.



                                         A-68
HISTORICAL AIRLINE TRAFFIC
Enplaned Passengers
Table 12 presents historical data on enplaned passengers and airline aircraft
departures at the Airport. Between 1990 and 1991, the number of enplaned
passengers at the Airport decreased 20.5% as a result of economic recession and the
demise of Eastern Air Lines, which had operated its principal connecting hub at the
Airport. Between 1991 and 2000, the number of enplaned passengers at the Airport
increased steadily. The increase from 18.9 million passengers in 1991 to 40.2 million
passengers in 2000 represents an average increase of 8.7% per year. From 1991
through 2000, the number of enplaned passengers in the United States as a whole
increased an average of 4.4% per year. The percentage of total U.S. passengers
enplaned at the Airport increased from 4.1% in 1991 to 5.5% in 2000. In 2000, the
mainline airlines (generally those airlines operating aircraft with 100 seats or more)
accounted for 93.3% of enplaned passengers at the Airport, and regional affiliate
airlines (generally those airlines operating aircraft with fewer than 100 seats)
accounted for 6.7%.

During the last 4 months of 2001, the number of passengers enplaned at the Airport
was 17.1% lower than the number enplaned in the same period of 2000 as a result of
the decline in airline travel following the September 11, 2001, terrorist attacks and
drastically reduced airline service. By November 2001, Delta and other major
airlines had reduced their systemwide seat capacity by as much as 20%. Short-haul
airline travel was particularly affected, as travelers switched from air to surface
transportation modes.

With the return of passenger confidence in the security of airline travel, the end of
the 2001 national economic recession, and the widespread availability of low
airfares, traffic gradually increased during 2002. In 2003, traffic increases were
limited by a combination of weak economic conditions, passenger anxieties about
the security of airline travel stemming from the invasion and occupation of Iraq and
terrorist attacks and threats around the world, and publicity about severe acute
respiratory syndrome (SARS). In 2004, the number of enplaned passengers at the
Airport increased 5.4% as economic conditions improved, security concerns receded,
and discount airfares were widely available. The Airport’s enplaned passenger total
in 2004 exceeded the total in 2000.

Strong growth in passenger traffic at the Airport continued through September 2005,
as Delta eliminated its Dallas/Fort Worth hub and increased service from Atlanta
under its transformation plan. However, following Delta’s September 2005
Chapter 11 bankruptcy filing and reductions in service under its restructuring plan,
the number of passengers at the Airport decreased at the end of 2005. For 2005 as a
whole, however, the number of enplaned passengers at the Airport increased 2.8%
over the number enplaned in 2004. In 2006, the number of enplaned passengers
decreased 1.2%, combining a 3.0% reduction in the number of domestic passengers



                                        A-69
                                                                            Table 12
                                           HISTORICAL ENPLANED PASSENGERS AND AIRLINE AIRCRAFT DEPARTURES
                                                          Hartsfield-Jackson Atlanta International Airport

                                                                                                                                  Average number of
                                                                                                                                 enplaned passengers
                                  Enplaned passengers (a)                             Airline aircraft departures (b)               per departure                  Atlanta
                                                               Percent                                               Percent                                     as a percent
                  Mainline       Regional                      increase     Mainline      Regional                   increase    Mainline       Regional         of total U.S.
       Year      airlines (c)   affiliates (d)     Total      (decrease)   airlines (c) affiliates (d)   Total     (decrease)   airlines (c)   affiliates (d)   passengers (e)

       1990      22,681,608      1,133,116       23,814,724      --         292,333       81,167       373,500          --         78               14              5.1%
       1991      18,048,208        885,712       18,933,920    (20.5%)      211,222       57,829       269,051      (28.0%)        85               15              4.1
       1992      20,033,382        972,535       21,005,917     10.9        223,869       56,866       280,735        4.3          90               17              4.3
       1993      22,772,667      1,168,417       23,941,084     14.0        247,417       65,862       313,279       11.6          92               18              4.8
       1994      26,003,778        999,791       27,003,569     12.8        256,376       58,773       315,149        0.6         101               17              5.1
       1995      27,829,876      1,027,959       28,857,835      6.9        282,999       59,613       342,612        8.7          98               17              5.3
       1996      30,134,793      1,422,650       31,557,443      9.4        279,163       62,993       342,156       (0.1)        108               23              5.5
       1997      32,552,845      1,532,449       34,085,294      8.0        292,198       64,371       356,569        4.2         111               24              5.7
A-70




       1998      34,985,464      1,772,570       36,758,034      7.8        311,455       69,935       381,390        7.0         112               25              5.4
       1999      36,931,955      2,189,489       39,121,444      6.4        332,420       80,704       413,124        8.3         111               27              5.5
       2000      37,468,672      2,686,152       40,154,824      2.6        337,737       84,829       422,566        2.3         111               32              5.5
       2001      35,224,544      2,870,670       38,095,214     (5.1)       320,790       95,610       416,400       (1.5)        110               30              5.5
       2002      35,135,081      3,504,519       38,639,600      1.4        311,473      106,454       417,927        0.4         113               33              5.7
       2003      34,971,010      4,725,965       39,696,975      2.7        305,810      132,215       438,025        4.8         114               36              5.7
       2004      36,530,681      5,305,986       41,836,667      5.4        325,183      143,588       468,771        7.0         112               37              5.5
       2005      37,572,466      5,448,066       43,020,532      2.8        329,620      144,024       473,644        1.0         114               38              5.4
       2006      35,656,846      6,867,375       42,524,221     (1.2)       303,160      169,645       472,805       (0.2)        118               41              5.3
       2007      37,212,353      7,618,749       44,831,102      5.4        301,813      179,895       481,708        1.9         123               42              5.4
       2008      36,956,746      8,133,568       45,090,314      0.6        295,645      180,415       476,060       (1.2)        125               45              5.7
       2009      35,831,919      9,275,140       45,107,059      0.0        279,117      196,149       475,266       (0.2)        128               47              5.8


       (a)    Source: City of Atlanta, Department of Aviation records.
       (b)    Source: Estimated from the U.S. Department of Transportation, T-100 database, accessed July 2010.
       (c)    Generally includes operations on aircraft with 100 seats or more.
       (d)    Generally includes operations on aircraft with 99 seats or less.
       (e)    Source: U.S. Department of Transportation, T-100 database, accessed July 2010.
with a 20.9% increase in the number of international passengers. As Delta
restructured in bankruptcy in 2007, the number of passengers at the Airport
increased as a result of strong demand, increased passenger load factors, and the
transfer of some connecting passenger traffic from Delta’s Cincinnati hub to the
Airport.

Between 2007 and 2009, the number of enplaned passengers at the Airport increased
0.6% overall, the result of a 7.4% increase in the number of connecting passengers
offsetting a 12.3% decrease in the number of originating passengers. In the first
6 months of 2010 relative to the first 6 months of 2009, the number of enplaned
passengers increased 1.2%.

Originating and Connecting Passengers
Table 13 presents historical data on originating and connecting passengers at the
Airport. Table 14 shows data on originating and connecting passenger percentages
for Delta, AirTran, and other airlines.

In 1990, when Eastern and Delta both operated connecting hubs at the Airport,
about 63% of enplaned passengers connected between flights, and 37% originated
their air journeys at the Airport. Following Eastern’s liquidation in January 1991,
the originating passenger percentage at the Airport increased to 44% in 1991. The
originating percentage decreased to 40% in 2000 as Delta built up its connecting hub
service. Between 1992 and 2000, the number of passengers originating their air
journeys at the Airport increased an average of 7.1% per year, lower than the 9.4%
average annual increase for connecting passengers.

Between 2000 and 2003, the trend of increasing connecting passenger traffic at the
Airport accelerated as Delta retrenched at its Atlanta hub and reduced point-to-
point service between other airports in its network, AirTran also increased
connecting traffic at the Airport, and other airlines reduced their Atlanta service.
Between 2000 and 2003, the number of originating passengers at the Airport
decreased an estimated 15.7% overall, while the number of connecting passengers
increased 8.2%. In 2003, originating passengers accounted for an estimated 34% of
all enplaned passengers.




                                        A-71
                                                               Table 13
                                     HISTORICAL ORIGINATING AND CONNECTING PASSENGERS
                                             Hartsfield-Jackson Atlanta International Airport

                             Enplaned passengers                 Annual percent increase (decrease)         Percent        Percent
        Year       Originating    Connecting         Total      Originating  Connecting       Total       originating    connecting
        1990         8,900,000     14,914,724      23,814,724        --%             --%         --%         37.4%          62.6%
        1991         8,400,000     10,533,920      18,933,920      (5.6)          (29.4)      (20.5)         44.4           55.6
        1992         9,200,000     11,805,917      21,005,917       9.5            12.1        10.9          43.8           56.2
        1993        10,100,000     13,841,084      23,941,084       9.8            17.2        14.0          42.2           57.8
        1994        12,000,000     15,003,569      27,003,569      18.8             8.4        12.8          44.4           55.6
        1995        12,300,000     16,557,835      28,857,835        2.5           10.4         6.9          42.6           57.4
        1996        13,400,000     18,157,443      31,557,443        8.9            9.7         9.4          42.5           57.5
        1997        14,400,000     19,685,294      34,085,294        7.5            8.4         8.0          42.2           57.8
        1998        15,100,000     21,658,034      36,758,034        4.9           10.0         7.8          41.1           58.9
        1999        15,700,000     23,421,444      39,121,444        4.0            8.1         6.4          40.1           59.9
A-72




        2000        15,900,000     24,254,824      40,154,824        1.3            3.8         2.8          39.5           60.5
        2001        14,200,000     23,895,214      38,095,214      (10.7)          (1.5)       (5.1)         37.2           62.8
        2002        13,600,000     25,039,600      38,639,600       (4.2)           4.6         1.3          35.2           64.8
        2003        13,400,000     26,296,975      39,696,975       (1.5)           5.1         2.8          33.8           66.2
        2004        14,400,000     27,436,667      41,836,667        7.5            4.5         5.5          34.4           65.6
        2005        14,900,000     28,120,532      43,020,532        3.5            2.3         2.7          34.6           65.4
        2006        15,200,000     27,324,221      42,524,221        2.0           (2.8)       (1.2)         35.8           64.2
        2007        15,500,000     29,331,102      44,831,102        2.0            7.5         5.5          34.6           65.4
        2008        14,900,000     30,190,314      45,090,314       (3.9)           2.8         0.5          33.0           67.0
        2009        14,500,000     30,607,059      45,107,059       (2.7)           1.2         0.0          32.1           67.9


       Sources:   Enplaned passengers:     City of Atlanta, Department of Aviation records.
                  Originating passengers: LeighFisher estimates based on U.S. Department of Transportation, Origin-Destination
                                          Survey of Airline Passenger Traffic, Domestic and International, Databank 1B database,
                                          and T-100 database, accessed July 2010.
                                        Table 14
         HISTORICAL ORIGINATING AND CONNECTING PERCENTAGES BY AIRLINE
                      Hartsfield-Jackson Atlanta International Airport

                   Delta (a)                   AirTran (b)                      Other
  Year    Originating     Connecting    Originating   Connecting      Originating   Connecting

  2000       31.5%           68.5%         52.6%          47.4%          87.0%         13.0%
  2001       29.9            70.1          43.1           56.9           89.0          11.0
  2002       29.2            70.8          38.9           61.1           87.2          12.8
  2003       28.4            71.6          36.1           63.9           81.4          18.6
  2004       28.9            71.1          41.4           58.6           79.4          20.6
  2005       29.1            70.9          39.8           60.2           80.1          19.9
  2006       30.0            70.0          40.5           59.5           79.1          20.9
  2007       27.8            72.2          41.8           58.2           77.9          22.1
  2008       27.7            72.3          37.6           62.4           74.1          25.9
  2009       28.0            72.0          36.5           63.5           71.0          29.0


 (a) Includes Delta mainline, Delta Connection, and Northwest in all years.
 (b) Includes flights operated by contract airlines in 2003 and 2004.
 Source: LeighFisher estimates based on U.S. Department of Transportation, Origin-Destination
         Survey of Airline Passenger Traffic, Domestic and International, Databank 1B database
         and T-100 database, accessed June 2010.


Between 2003 and 2007, originating and connecting passenger numbers at the
Airport overall increased 15.7% and 11.6%, respectively. In 2007, originating
passengers again accounted for an estimated 35% of all enplaned passengers. In
2008 and 2009, originating passenger numbers decreased 3.9% and 2.0%, respec-
tively, from the previous year, as the effects of the economic recession depressed
demand. Connecting passenger numbers, however, increased 2.8% and 1.2%,
respectively, as Delta continued to increase international service and connecting
passengers through the Airport instead of through its Cincinnati hub. As shown in
Table 14, in 2009, originating passengers enplaned by Delta, Delta Connection, and
Northwest at the Airport accounted for 28% of those airlines' enplaned passengers;
AirTran's originating passengers accounted for approximately 37% of the airline's
passengers; and originating passengers on the other airlines accounted for 71% of
their passengers.




                                             A-73
International Passengers
Table 15 presents historical data on domestic and international enplaned passengers
at the Airport. The number of passengers enplaning on international flights has
increased rapidly as Atlanta’s standing as an international city has increased and
Delta has increased service, particularly since 2003. The increase in the number of
international passengers at the Airport from 1.7 million in 1997 to 4.4 million in 2007
represents an average increase of 9.8% per year over the 10-year period. Much of
the growth in international passenger numbers occurred recently, as a result of
Delta’s increased focus on international service. Between 2003 and 2007, interna-
tional passenger numbers increased 61.0% overall. This increase was accomplished
without the addition of new international gates, as capacity was available at
Concourse E gates. In 2008, the rate of increase slowed, as the number of
international enplaned passengers increased 3.1% compared with the 2007 number.
In 2009, the number of international passengers decreased 4.1% as international
travel demand was particularly affected by the economic recession and Delta
reduced service from the Airport. Notwithstanding these reductions, as discussed
in the earlier section “Use of International Gates,” little capacity is available for
additional international service in peak periods, and some international flights must
depart from domestic gates.

Airline Aircraft Departures
As shown in Table 12, the number of airline aircraft departures at the Airport has
increased at lower rates than the number of passengers. Between 1990 and 2000, the
number of enplaned passengers increased an average of 5.4% per year while the
number of passenger aircraft departures increased an average of 1.2% per year.
Over the 10 years, the average number of passengers per departure increased from
64 in 1990 to 95 in 2000, as the average seating capacity of airline aircraft serving the
Airport and passenger load factors both gradually increased. Between 2000 and
2009, the numbers of enplaned passengers and airline aircraft departures increased
at about the same overall rate (12.3% for passengers and 12.5% for departures).
Over this 9-year period, as Delta and other airlines transferred service from mainline
flights to their regional affiliates, the share of departures accounted for by the
regional airlines increased from 20% to 41%. Notwithstanding this trend, the
average number of passengers per departure was unchanged at 95, as both load
factors and the average size of regional aircraft increased.

Airline Competition and Market Shares
Table 16 lists the passenger airlines providing scheduled domestic and international
service at the Airport as of July 2010. All of the U.S. mainline airlines except JetBlue
Airways, Southwest Airlines, and Virgin America serve Atlanta. As discussed in the
prior section “Airport’s Role in AirTran system, in September 2010, Southwest
announced a proposal to purchase AirTran.




                                         A-74
                                                           Table 15
                                 HISTORICAL DOMESTIC AND INTERNATIONAL PASSENGERS
                                         Hartsfield-Jackson Atlanta International Airport

                                  Enplaned passengers                Percent       Annual percent increase (decrease)
          Year        Domestic       International      Total     international   Domestic   International      Total
          1990       22,852,358         962,366     23,814,724         4.0%          --%            --%           --%
          1991       17,981,674         952,246     18,933,920         5.0        (21.3)          (1.1)        (20.5)
          1992       19,913,287       1,092,630     21,005,917         5.2         10.7           14.7          10.9
          1993       22,745,583       1,195,501     23,941,084         5.0         14.2            9.4          14.0
          1994       25,640,285       1,363,284     27,003,569         5.0         12.7           14.0          12.8
          1995       27,421,226       1,436,609     28,857,835         5.0          6.9            5.4          6.9
          1996       30,046,013       1,511,430     31,557,443         4.8          9.6            5.2          9.4
          1997       32,346,589       1,738,705     34,085,294         5.1          7.7           15.0          8.0
          1998       34,604,434       2,153,600     36,758,034         5.9          7.0           23.9          7.8
          1999       36,566,500       2,554,944     39,121,444         6.5          5.7           18.6          6.4
A-75




          2000       37,238,515       2,916,309     40,154,824         7.3           1.8          14.1           2.6
          2001       35,279,315       2,815,899     38,095,214         7.4          (5.3)         (3.4)         (5.1)
          2002       35,776,095       2,863,505     38,639,600         7.4           1.4           1.7           1.4
          2003       36,940,660       2,756,315     39,696,975         6.9           3.3          (3.7)          2.7
          2004       38,720,510       3,116,157     41,836,667         7.4           4.8          13.1           5.4
          2005       39,661,560       3,358,972     43,020,532        7.8            2.4           7.8           2.8
          2006       38,463,582       4,060,639     42,524,221        9.5           (3.0)         20.9          (1.2)
          2007       40,392,949       4,438,153     44,831,102        9.9            5.0           9.3           5.4
          2008       40,512,670       4,577,644     45,090,314       10.2            0.3           3.1           0.6
          2009       40,717,462       4,389,597     45,107,059        9.7            0.5          (4.1)          0.0

         First 6
         months
          2009       19,811,974        2,208,463    22,020,437       10.0%           --%            --%           --%
          2010       20,035,767        2,240,417    22,276,184       10.1           1.1            1.4          1.2


       Source: City of Atlanta, Department of Aviation records.
                                          Table 16
                 SCHEDULED PASSENGER AIRLINES SERVING THE AIRPORT
                       Hartsfield-Jackson Atlanta International Airport
                                         July 2010

                      Domestic service                            International service
        Mainline                                         U.S.-flag airlines
        AirTran Airways (a)                              AirTran Airways (a)
        Alaska Airlines                                  Atlantic Southeast Airlines (a) (b) (c)
        American Airlines (a)                            Comair (b) (c)
        Continental Airlines (a)                         Delta Air Lines (a) (c)
        Delta Air Lines (a) (c)                          Pinnacle Airlines (b) (c)
        Frontier Airlines
        Midwest Airlines (a)                             Foreign-flag airlines
        Spirit Airlines                                  Air Canada Jazz
        United Airlines (a)                              Air France (c)
        US Airways (a)                                   British Airways
                                                         KLM Royal Dutch Airlines (c)
        Regional                                         Korean Air (c)
        Air Wisconsin                                    Lufthansa German Airlines
        American Eagle
        Atlantic Southeast Airlines (a) (b) (c)
        Chautauqua Airlines
        Comair (b) (c)
        Compass Airlines (b) (c)
        ExpressJet Airlines
        Mesa Airlines
        Mesaba Airlines (b) (c)
        Pacific Wings (d)
        Pinnacle Airlines (b) (c)
        Republic Airlines
        Shuttle America (b) (c)
        SkyWest Airlines (b) (c)


        (a)   Airlines signatory to the prior CPTC Leases.
        (b)   Airlines operating as affiliates of Delta Air Lines.
        (c)   Flights marketed under the SkyTeam alliance.
        (d)   Flights marketed as Georgia Skies.
        Source: Official Airline Guides, Inc., online database, accessed June 2010.


Tables 17 and 18 present data on the distribution of enplaned passengers at the
Airport by airline for selected years between 2000 and 2009. Figures 12 and 13
present data on the shares of enplaned and originating passengers, respectively, for
1998 and 2009.




                                                  A-76
                                               Table 17
                         HISTORICAL ENPLANED PASSENGERS BY AIRLINE
                             Hartsfield-Jackson Atlanta International Airport

                               2000          2002           2004          2006           2008          2009
Domestic
Delta and affiliates
 Delta (a)                   27,087,636    25,254,355    25,774,791     22,352,467    21,454,987     22,350,222
 Atlantic Southeast           2,583,635     3,245,911     3,363,023      4,978,430     5,574,762      6,148,376
 Pinnacle                             --            --            --             --      521,925        901,436
 Shuttle America                      --            --            --             --      622,633        390,756
 SkyWest                              --            --             -              -      252,417        349,478
 Comair                               --      147,619     1,287,020        445,133       363,848        275,505
 Northwest (b)                  616,163       483,862       478,545        472,893       332,018        175,037
 Mesaba                               --            --            --             --            --        40,061
 Freedom                              --            --            --       230,043        52,873              --
    Subtotal Delta           30,287,434    29,131,747    30,903,379     28,478,966    29,175,463     30,630,871
AirTran (b)                   3,627,731     4,040,118     5,408,410      7,229,156     8,591,813      7,727,182
American (b) (c)                991,423       770,375       726,787        976,277       901,364        771,908
US Airways (b) (d)              733,779       646,061       491,857        541,333       575,080        542,235
Continental                     665,890       480,811       494,651        549,088       488,668        424,639
United (b)                      620,653       506,091       509,170        450,624       399,182        316,854
Spirit                                --            --            --        41,453       155,200        120,312
Frontier                         64,608        66,401        87,828        112,835       145,962        120,678
Midwest (b)                      35,035        74,672        32,505         64,434        57,501         48,253
Other                           211,962        59,819        65,923         19,416        22,437         14,530
  Subtotal                    6,951,081     6,644,348     7,817,131      9,984,616    11,337,207     10,086,591
    Total domestic           37,238,515    35,776,095    38,720,510     38,463,582    40,512,670     40,717,462
International
Delta and affiliates
  Delta                       1,820,972     2,063,916      2,288,968     3,204,963      3,657,974     3,434,941
  Northwest                           --            --             --            --             --      196,185
  Atlantic Southeast              6,915        32,630         56,493       153,110        252,753       159,791
  Comair                              --            --         3,760         2,329              --            --
  Pinnacle                            --            --             --            --        18,380        14,925
  SkyWest                             --            --             --            --         9,099         3,604
    Subtotal Delta            1,827,887     2,096,546      2,349,221     3,360,402      3,938,206     3,809,446
AirTran                               --       29,966         33,475        29,005              --       39,469
Foreign-flag airlines           980,655       694,829        726,449       583,133        532,661       440,174
Other                           107,767        42,164          7,012        88,099        106,777       100,508
  Total international         2,916,309     2,863,505      3,116,157     4,060,639      4,577,644     4,389,597
      Total                  40,154,824    38,639,600    41,836,667     42,524,221    45,090,314     45,107,059

Note:    Airlines signatory to CPTC Leases and all other airlines with an approximately 0.1% or greater share of
         passengers in any year are listed individually.
(a)   Includes Song in 2004.
(b)   Includes regional affiliates.
(c)   Includes Trans World Airlines.
(d)   Includes America West Airlines.
Source: City of Atlanta, Department of Aviation records.




                                                    A-77
                                             Table 18
                  HISTORICAL AIRLINE SHARES OF ENPLANED PASSENGERS
                          Hartsfield-Jackson Atlanta International Airport

                                      2000    2002         2004       2006         2008         2009
Domestic
Delta and affiliates
 Delta (a)                            67.5%   65.4%      61.6%       52.6%         47.6%        49.5%
 Atlantic Southeast                    6.4     8.4        8.0        11.7          12.4         13.6
 Pinnacle                               --      --         --          --           1.2          2.0
 Shuttle America                        --      --         --          --           1.4          0.9
 SkyWest                                --      --         --          --           0.6          0.8
 Comair                                 --     0.4        3.1         1.0           0.8          0.6
 Northwest (b)                         1.5     1.3        1.1         1.1           0.7          0.4
 Mesaba                                 --      --         --          --            --          0.1
 Freedom                                --      --         --         0.5           0.1           --
    Subtotal Delta                    75.4%   75.4%      73.9%       67.0%         64.7%        67.9%
AirTran (b)                            9.0%   10.5%      12.9%       17.0%         19.1%        17.1%
American (b) (c)                       2.5     2.0        1.7         2.3           2.0          1.7
US Airways (b) (d)                     1.8     1.7        1.2         1.3           1.3          1.2
Continental                            1.7     1.2        1.2         1.3           1.1          0.9
United (b)                             1.5     1.3        1.2         1.1           0.9          0.7
Spirit                                  --      --         --         0.1           0.3          0.3
Frontier                               0.2     0.2        0.2         0.3           0.3          0.3
Midwest (b)                            0.1     0.2        0.1         0.2           0.1          0.1
Other                                  0.5     0.2        0.2          --            --           --
  Subtotal                            17.3%   17.2%      18.7%       23.5%         25.1%        22.4%
    Total domestic                    92.7%   92.6%      92.6%       90.5%         89.8%        90.3%
International
Delta and affiliates
  Delta                               4.5%     5.3%        5.5%        7.5%         8.1%         7.6%
  Northwest                            --       --          --          --           --          0.4
  Atlantic Southeast                   --      0.1         0.1         0.4          0.6          0.4
  Comair                               --       --          --          --           --           --
  Pinnacle                             --       --          --           --          --           --
  SkyWest                               --       --          --          --          --            --
    Subtotal Delta                    4.6%     5.4%        5.6%        7.9%         8.7%         8.4%
AirTran                                --      0.1         0.1         0.1           --          0.1
Foreign-flag airlines                 2.4      1.8         1.7         1.4          1.2          1.0
Other                                 0.3      0.1          --         0.2          0.2          0.2
  Total international                 7.3%     7.4%        7.4%        9.5%        10.2%         9.7%
      Total                      100.0%       100.0%     100.0%     100.0%        100.0%      100.0%

Notes: Airlines signatory to CPTC Leases and all other airlines with an approximately 0.1% or greater
       share of passengers in any year are listed individually.
       Columns may not add to totals shown because of rounding.
(a)   Includes Song in 2004.
(b)   Includes regional affiliates.
(c)   Includes Trans World.
(d)   Includes America West.
Source: City of Atlanta, Department of Aviation records.




                                                  A-78
       Airline Market Shares of Enplaned Passengers. The combined share of
passengers enplaned on the flights of Delta and Delta Connection (domestic and
international) decreased from a high of 82.4% in 1997 to a low of 72.0% in 2007.
Including Northwest, Delta’s share of enplaned passengers increased to 76.3% in
2009. AirTran accounted for much of the change in enplaned passenger market
shares since the mid-1990s. ValuJet began service in 1993 and accounted for 7.9% of
enplaned passengers at the Airport in 1995. In June 1996, following an aircraft crash
in the Florida Everglades, ValuJet suspended operations. In July 1997, ValuJet
merged with AirTran, and the airline began to rebuild its Atlanta operations. In
2009, AirTran enplaned 17.2% of Airport passengers. As shown on Figure 12, the
market share of the spoke and foreign-flag airlines (other than Northwest) decreased
from 11.0% in 1998 to 6.4% in 2009.




                                       A-79
       Airline Market Shares of Originating Passengers. As shown on Figure 13,
between 1998 and 2009, the share of originating passengers on Delta and Delta
Connection (including Northwest) increased slightly from 65.9% to 66.2%; the share
of originating passengers on AirTran increased from 8.3% to 19.6%; and the share of
originating passengers for the spoke and foreign flag airlines (excluding Northwest)
decreased from 25.8% in 1998 to 14.2% in 2009.

Domestic Airline Service
Table 19 presents data on scheduled domestic passenger airline service from
Atlanta, as measured by average daily scheduled aircraft departures and departing
seats, by airline.

As of July 2010, the airlines serving the Airport provided an average of
1,231 scheduled daily departures to 151 domestic destinations, including all major
U.S. cities. As of July 2010, Delta served 90 domestic destinations nonstop with
477 average daily aircraft departures; Delta Connection served 103 domestic
destinations nonstop with 451 average daily aircraft departures; and AirTran served
55 domestic destinations nonstop with 204 average daily aircraft departures.




                                       A-80
                                            Table 19
                        SCHEDULED DOMESTIC SERVICE BY AIRLINE
                         Hartsfield-Jackson Atlanta International Airport

                                        Average daily          Average daily       Airports served
                                     aircraft departures     departing seats (a)       nonstop
                                       July       July        July       July       July      July
             Airline                   2009       2010        2009       2010      2009      2010
Delta and affiliates
 Delta                                  406           477     64,490     74,818      78       90
 Northwest                                1             --       403          --      1        --
 Delta Connection
   Atlantic Southeast                   455           366     25,406     20,763     108       97
   Comair                                15            12        976        774      20       15
   Compass                                --           10          --       726       -        7
   Mesaba                                10            12        330        399       5        6
   Pinnacle                              44            38      3,378      2,435      28       32
   Shuttle America                       20            11      1,518        816      13       12
   SkyWest                               12             3        831        185      11        3
      Subtotal Delta Connection         556           451     32,440     26,098     121      103
       Subtotal Delta                   964           928     97,333    100,916     155      146
AirTran                                 235           204     28,959     25,093      55       55
American (b)                             25            28      3,017      2,891       4        4
US Airways (b)                           17            17      1,708      2,078       3        3
Continental (b)                          20            20      1,638      1,055       3        3
United (b)                               14            14      1,118      1,021       3        3
Frontier                                  3             3        408        408       1        1
Spirit                                    3             3        435        435       1        2
Alaska                                    -             1          --       157       -        1
Midwest (b)                               3              3       196        146       1        1
Pacific Wings (c)                         8            12         74        105       2        3
Wings Air                                19             --       168          --      3        --
  Total domestic                      1,309       1,231      135,054    134,307     160      151


Note: Columns may not add to totals shown because of rounding.
(a) Numbers of airports served nonstop are not additive because some cities are served
    nonstop by more than one airline.
(b) Includes regional affiliates.
(c) Flights marketed as Georgia Skies.
Source: Official Airline Guides, Inc., online database, accessed June 2010.




                                               A-81
Domestic Passenger Origins and Destinations
Table 20 and Figure 14 present data on domestic passengers for the 30 markets
accounting for 1.0% or more of domestic originating passengers at the Airport in
2009. Also shown are the numbers of scheduled departures and departing seats by
destination for July 2009 and July 2010. The top five markets—New York,
Washington, D.C., Miami, Chicago, and Los Angeles—accounted for 32.1% of total
originating passengers at the Airport in 2009. In July 2010, Delta provided daily
nonstop flights from the Airport to all 30 markets, AirTran provided daily nonstop
flights to all 30 markets except San Diego, and the spoke airlines provided service to
11 of the 30 markets.

Domestic Originating Passengers and Airfares
Table 21 presents a comparison of numbers of originating passengers, average
airline yields (average fare for revenue passengers expressed in cents per passenger-
mile), and average itinerary lengths for domestic flights at the Airport and in the
United States as a whole for 2000 through 2009. The data illustrate the historical,
generally inverse, relationship between changes in originating passenger numbers
and changes in airline yields. The average airline yield at the Airport decreased an
average of 5.4% per year between 1992 and 1996, when ValuJet established a sizable
market share at the Airport. That airline yield decrease coincided with a 9.9% per
year average increase in the number of originating passengers. Between 1990 and
2000, the average yield at the Airport decreased an average of 0.6% per year,
compared with an average increase of 0.8% per year nationwide. Between 2000 and
2008, the average airline yield at the Airport decreased an average of 0.6% per year,
compared with an average decrease of 0.2% per year nationwide. In 2009, the
average airline yield at the Airport decreased 9.6%, compared with a decrease of
10.2% nationwide, as the economic recession depressed the demand for airline
travel.

The relatively high average domestic yield at the Airport (approximately 28% higher
than the national average in 2009) is attributable, in part, to the shorter average
itinerary length of domestic airline flights from the Airport (approximately 25%
shorter than the national average in 2009) and, in part, to the status of the Airport as
a connecting hub, with Delta dominating service in many travel markets.

Figure 15 shows trends in domestic airline passenger yields at the Airport for Delta,
AirTran, and other airlines in 2000 through 2009. The figure illustrates how the
 yield premium historically enjoyed by Delta at the Airport decreased between 2000
and 2003 as a result of fare competition with AirTran and other airlines. Beginning
in 2006, this trend reversed as Delta reduced domestic capacity. Between 2000 and
2005, AirTran enjoyed a yield premium relative to the spoke airlines. Since 2006,
however, AirTran’s average yields have been similar to those of the spoke airlines,
as AirTran’s average itinerary length has increased and other airlines have reduced
capacity.



                                        A-82
                                                                       Table 20
                                                 SCHEDULED DOMESTIC SERVICE BY DESTINATION
                                                    Hartsfield-Jackson Atlanta International Airport

       Originating                                                       2009 (b)                     July 2009 (a)                    July 2010 (a)
       passenger                                  Air miles                     Percent of   Average daily    Average daily   Average daily    Average daily
          rank                                      from        Originating    originating    scheduled         scheduled      scheduled         scheduled
          2009                City/airport        Atlanta (a)   passengers     passengers     departures            seats      departures            seats

           1         New York
                      LaGuardia                     760            661,445       5.4%             24              3,592            28              3,979
                      Newark                        744            420,894       3.4              21              2,598            17              1,770
                      Kennedy                       758             99,414       0.8                6             1,039              6             1,048
                      White Plains                  779             94,374       0.8                8               659              9               756
                      MacArthur (Islip)             795              2,873       0.0               --                 --            --                 --
                        Subtotal                                 1,279,000      10.4%             59              7,887            59              7,553
           2         Washington, D.C.
                      Reagan National               546           399,098         3.2%            20              2,953            21              3,045
                      Baltimore/Washington          575           271,906         2.2             17              2,474            18              2,367
A-83




                      Dulles                        533           183,278         1.5             17              1,903            15              1,679
                        Subtotal                                  854,282         6.9%            55              7,330            53              7,091
           3         Miami
                      Fort Lauderdale               582           398,300         3.2%            24              3,455            23              3,391
                      Miami                         596           251,919         2.0             17              2,488            18              2,392
                      West Palm Beach               546           124,554         1.0             10              1,412            11              1,548
                        Subtotal                                  774,773         6.3%            50              7,355            52              7,331
           4         Chicago
                      O'Hare                        605           348,419         2.8%            23              2,566            24              2,134
                      Midway                        590           229,202         1.9             16              1,961            13              1,646
                        Subtotal                                  577,622         4.7%            39              4,527            37              3,780
           5         Los Angeles
                      Los Angeles                  1,940          354,390         2.9%            16              2,855            15              2,709
                      John Wayne Orange County     1,913           70,941         0.6%              5               730              5               640
                      Ontario                      1,894           33,360         0.3               1               183              2               337
                      Bob Hope Burbank             1,941            8,966         0.1              --                 --            --                 --
                      Long Beach                   1,933            4,631         0.0              --                 --            --                 --
                        Subtotal                                  472,288         3.8%            21              3,768            22              3,686
       Table 20 (page 2 of 3)
       SCHEDULED DOMESTIC SERVICE BY DESTINATION
       Hartsfield-Jackson Atlanta International Airport

       Originating                                                   2009 (b)                     July 2009 (a)                    July 2010 (a)
       passenger                              Air miles                     Percent of   Average daily    Average daily   Average daily    Average daily
          rank                                  from        Originating    originating    scheduled         scheduled      scheduled         scheduled
          2009                 City/airport   Atlanta (a)   passengers     passengers     departures            seats      departures            seats

           6         Dallas
                      Dallas/Fort Worth         716           447,588         3.6%            27              3,826            27              3,918
                      Love Field                721               838         0.0              --                 --            --                 --
                        Subtotal                              448,426         3.6%            27              3,826            27              3,918
           7         Boston
                      Boston Logan              945           378,978         3.1%            18              2,565            16              2,536
                      Providence/T.F. Green     902            32,951         0.3              4                271             4                344
                      Manchester-Boston         950            14,374         0.1              1                 70             1                142
                        Subtotal                              426,303         3.5%            23              2,906            21              3,022
           8         Philadelphia               666           363,346         3.0%            22              2,711            20              2,534
A-84




           9         Orlando                    403           295,461         2.4             26              4,074            26              4,236
          10         San Francisco
                       San Francisco           2,133          239,272         1.9%            12              2,030            11              1,915
                       Oakland                 2,130           16,235         0.1              --                 --            --                 --
                       Mineta San Jose         2,109           30,753         0.3              1                183             1                150
                         Subtotal                             286,260         2.3%            13              2,213            12              2,065
          11         Houston
                      Bush Intercontinental     687           166,205         1.4%            17              1,617            17              1,378
                      Hobby                     695           117,489         1.0             14              1,256            13              1,240
                       Subtotal                               283,694         2.3%            30              2,873            30              2,618
          12         Las Vegas                 1,742          267,101         2.2%            12              2,010            12              2,144
          13         Denver                    1,195          262,746         2.1             18              2,549            19              2,534
          14         Detroit                     595          239,825         1.9             14              1,899            15              2,263
          15         Tampa                       408          239,610         1.9             20              2,989            20              2,939
          16         Minneapolis-Saint Paul      906          241,941         2.0             17              2,392            15              2,291
          17         Raleigh/Durham              360          176,582         1.4             15              2,145            15              2,111
          18         Phoenix                   1,584          172,819         1.4             11              1,762            11              1,826
          19         Seattle-Tacoma            2,175          156,881         1.3             10              1,780            11              1,910
          20         St. Louis                   469          152,628         1.2             17              1,519            11              1,429
       Table 20 (page 3 of 3)
       SCHEDULED DOMESTIC SERVICE BY DESTINATION
       Hartsfield-Jackson Atlanta International Airport

       Originating                                                               2009 (b)                      July 2009 (a)                       July 2010 (a)
       passenger                                          Air miles                     Percent of    Average daily    Average daily      Average daily    Average daily
          rank                                              from        Originating    originating     scheduled         scheduled         scheduled         scheduled
          2009                   City/airport             Atlanta (a)   passengers     passengers      departures            seats         departures            seats

           21          Kansas City                           691           147,782         1.2              14                1,700              11            1,445
           22          Pittsburgh                            528           144,224         1.2              12                1,442              12            1,575
           23          Milwaukee                             669           137,712         1.1              15                1,430              13            1,404
           24          New Orleans                           418           136,055         1.1              14                1,725              15            2,054
           25          Norfolk
                        Newport News                         507           100,794         0.8%             13                1,112              12            1,088
                        Norfolk                              515            33,094         0.3               9                  766               7              919
                          Subtotal                                         133,888         1.1%             21                1,878              19            2,007
           26          Richmond                              480           123,726         1.0%             14                1,541              11            1,501
           27          Memphis                               330           120,986         1.0              16                1,715              14            1,660
           28          Jacksonville                          277           119,974         1.0              16                2,375              16            2,353
A-85




           29          Indianapolis                          432           118,910         1.0              12                1,347              11            1,326
           30          San Diego                           1,885           118,113         1.0               8                1,420               6            1,122
                        Subtotal airports listed                          9,272,954       70.5%            575               76,690            556            75,768
                       All other U.S. airports (c)                        3,027,046       29.5             734               58,364            675            58,539
                        Airport total                                    12,300,000      100.0%          1,309             135,054            1,231          134,307


       (a) Official Airline Guides, Inc., database accessed April 2010.
       (b) U.S. Department of Transportation, Origin-Destination Survey of Airline Passenger Traffic, Domestic, Databank 1A database, accessed April 2010.
       (c) Airports that individually account for less than 1.0% of originating passengers.
                                         Seattle-
                                         Tacoma




                                                                                                                 Minneapolis-Saint Paul                                                          Boston

                                                                                                                               Milwaukee
                                                                                                                                                      Detroit
                                                                                                                                                                                           New York
                                                                                                                                  Chicago                        Pittsburgh
                                                                                                                                                                                        Philadelphia
                                                                                                                                       Indianapolis
          San Francisco                                                                                                                                                           Washington, D.C.
                                                                                 Denver                                                                                             Richmond
                                                                                                         Kansas City                                                                    Norfolk/Newport News
                                                                                                                           St. Louis
                                      Las Vegas

                                                                                                                                                                               Raleigh-Durham
A-86




                                                                                                                            Memphis
                      Los Angeles

                            San Diego
                                                                                                                                                                 Atlanta
                                                     Phoenix                                                                                                      300
                                                                                                                                                                      mile
                                                                                                                                                                           s

                                                                                                   Dallas/Fort Worth                                                     Jacksonville

                                                                                                                                           New Orleans
                                                                                                          Houston
                                                                                                                                                                          Orlando
                                                                                                                                                                       Tampa




                                                                                                                                                                                                                 ATL583 F-0006
                                                                                                                                                                                Miami




         Note: Origin-destination data are for cities with 1% or more of total inbound and outbound passengers                                                                                            Figure 14
               (on scheduled airlines) at Hartsfield-Jackson Atlanta International Airport in a 10% sample for 2009.
               The width of the lines corresponds to the relative share of origin-destination passengers in each market.                              DOMESTIC PASSENGER ORIGIN-DESTINATION PATTERN
       Source: U.S. Department of Transportation, Origin-Destination Survey of Airline Passenger Traffic, Domestic,                                              Hartsfield-Jackson Atlanta International Airport
               Databank 1A database, accessed April 2010.                                                                                                                                                  2009
                                                                             Table 21
                                          HISTORICAL DOMESTIC ORIGINATING PASSENGERS AND AIRLINE YIELDS
                                                Hartsfield-Jackson Atlanta International Airport and United States

                                                                                                                                                    Average annual
                                                                                                                                                  increase (decrease)
                                                                                                                                                2000-   2007-     2000-
                                            2000      2001      2002      2003       2004      2005     2006      2007      2008      2009      2007     2009     2009

       Domestic originating
        passengers (thousands)
       Atlanta                              14,590     13,020    12,560    12,390    13,230    13,690    13,830    14,110    13,550    13,250 (0.5%)    (3.1%)    (1.1%)
         Percent increase (decrease)             --   (10.8%)    (3.5%)    (1.4%)     6.8%      3.5%      1.0%      2.0%     (4.0%)    (2.2%)
       United States                       427,620    399,688   386,611   393,388   427,218   452,118   460,263   464,287   443,443   421,640    1.2%   (4.7%)    (0.2%)
        Percent increase (decrease)              --    (6.5%)    (3.3%)     1.8%      8.6%      5.8%      1.8%      0.9%     (4.5%)    (4.9%)
       Average airline yield (cents per
        revenue-passenger-mile)
       Atlanta                              $0.197     $0.182    $0.166    $0.162    $0.157    $0.167    $0.186    $0.188    $0.187    $0.169 (0.7%)    (5.2%)    (1.7%)
         Percent increase (decrease)             --    (7.6%)    (8.8%)    (2.4%)    (3.1%)     6.4%     11.4%      1.1%     (0.5%)    (9.6%)
A-87




       United States                        $0.149     $0.136    $0.128    $0.128    $0.124    $0.127    $0.139    $0.138    $0.147    $0.132 (1.1%)    (2.2%)    (1.3%)
        Percent increase (decrease)              --    (8.7%)    (5.9%)     0.0%     (3.1%)     2.4%      9.4%     (0.7%)     6.5%    (10.2%)
       Average itinerary length (miles)
       Atlanta                                 829       845       856       883       889       890       893       895        893       890    1.1%   (0.3%)     0.8%
         Percent increase (decrease)             --     1.9%      1.3%      3.2%      0.7%      0.1%      0.3%      0.2%     (0.2%)    (0.3%)
       United States                         1,091      1,116     1,143     1,166     1,177     1,171     1,166     1,168     1,171     1,180 (1.0%)      0.5%     0.9%
        Percent increase (decrease)              --     2.3%      2.4%      2.0%      0.9%     (0.5%)    (0.4%)     0.2%      0.3%      0.7%


       Source: U.S. Department of Transportation, Origin-Destination Survey of Airline Passenger Traffic, Domestic, Databank 1A database, accessed August 2010.
International Airline Service
Figure 16 presents a world map showing international destinations with scheduled
nonstop service from the Airport as of July 2010. Table 22 presents data on
scheduled passenger airline service from the Airport to international destinations in
January and July of 2009 and 2010. As of July 2010, airlines serving the Airport
provided an average of 824 weekly (118 daily) departures to 84 international
destinations: 21 in Europe; 17 in Mexico and Central America; 12 in South America;
23 in the Caribbean; 4 in Canada; 3 in Africa; 2 in Asia; and 2 in the Middle East.
Delta, Northwest, and the Delta Connection affiliates provided service to all
destinations except Seoul, while AirTran and the foreign-flag airlines provided
competing service to 11 destinations. As discussed in the earlier section, “Airport
Role in Delta’s System,” Delta has redeployed aircraft from domestic to international
operations and greatly increased international service, much of it at the Airport.




                                       A-88
                                                                                                                                                                                                                                                   Moscow
                                                                                                                                                                                                                                    Copenhagen
                                                                                                                                                                                                                  Manchester              Brussels
                                                                                                                                                                                                                                           Dusseldorf
                                                                                                                                                                                                                  Dublin     Amsterdam      Frankfurt
                                                                                                                                                                                                                    London                   Stuttgart
                                                                                                                                 Vancouver                                                                                              Prague
                                                                                                                                                                                                                         Paris        Munich
                                                                                                                                                                       Montreal                                              Zurich
                                                                                                                                                             Toronto                                                                  Venice
                                                                                                                                                                                   Halifax                                    Milan
                                                                                                                                                                                                                    Barcelona
                                                                                                                                                                                                                                      Rome
                                                                                                                                                                                                                  Madrid
                                                                                                                                                                                                                                              Athens
        Seoul
                             Tokyo                                                                                                                     Atlanta
                                                                                                                                                                                                                                                    Tel Aviv


                                                                                                                                                                                                                                                                Dubai




                                                                                                                                                                            Caracas                                             Lagos
                                                                                                                                                                            Bogota                                      Accra
                                                                 Atlanta                                                                                                                           Fortaleza
                                                                                                                                                            Guayaquil Quito
A-89




                                                                                                                                                                                  Manaus
                                                                                                                                         Bermuda


                                                                                                                                                                         Lima         Brasilia

                                                                                                 Freeport

                                                                                             Nassau                                                                                Sao Paulo     Rio de Janeiro
                               Monterrey
                                                                                                                                                                                                                                         Johannesburg
         San Jose                                                                                  George Town
         del Cabo
                           Guadalajara
                                                                       Cancun                                        Providenciales                              Santiago
         Puerto Vallarta                                                            Grand Cayman                      Puerto Plata
                                                                      Cozumel
                                                                                                                        Punta Cana
                                                                                                                                                                          Buenos Aires
                                                                                     Montego Bay                                      St. Thomas
                                   Mexico City                                                              Port-au-                       St. Maarten
                                                                                                                     Santo San Juan
                                                                      Belize                  Kingston       Prince Domingo        St. Croix      Antigua
                                                                       City     Roatan
                                                                                                                                       St. Kitts
                                                                       San Pedro Sula
                                                                         Tegucigalpa
                                                 Guatemala City                                                                      St. Lucia
                                                      San Salvador                                                   Aruba Curacao Bridgetown
                                                                     Managua                                                Bonaire
                                                                     Liberia
                                                                                         Panama City
                                                                         San Jose




                                                                                                                                                                                                                                                                                    ATL583 F-0021
       Source: Official Airline Guides, Inc., database accessed April 2010.

                                                                                                                                                                                                                                                                       Figure 16
                                                                                                                                                                                                                                NONSTOP INTERNATIONAL DESTINATIONS
                                                                                                                                                                                                                                 Hartsfield-Jackson Atlanta International Airport
                                                                                                                                                                                                                                                Service scheduled for July 2010
                                                                Table 22
                                           SCHEDULED INTERNATIONAL AIRLINE SERVICE
                                             Hartsfield-Jackson Atlanta International Airport

                                                                January 2009            January 2010              July 2009                July 2010
                                                              Scheduled weekly        Scheduled weekly        Scheduled weekly         Scheduled weekly
                             Destination         Airline     Departures   Seats      Departures   Seats      Departures    Seats     Departures      Seats

       EUROPE
       Amsterdam, The Netherlands          Delta                  7         1,611         7         1,498        --             --      14             3,528
                                           KLM                    5         1,360         5         1,333         5         1,304         7            1,757
                                           Northwest             --             --       --             --        7         2,086        --                --
       Athens, Greece                      Delta                 --             --       --             --        7         1,498         7            1,498
       Barcelona, Spain                    Delta                  4           773         4           870         7         1,722         7            1,722
       Brussels, Belgium                   Delta                  6         1,353         7         1,401         7         1,498         7            1,498
       Copenhagen, Denmark                 Delta                 5          1,111         4           870         7         1,650        7             1,498
       Dublin, Ireland                     Delta                  6         1,305         6         1,305         7         1,708         7            1,498
       Dusseldorf, Germany                 Delta                 5          1,015        5          1,111        7          1,498        7             1,498
       Frankfurt, Germany                  Delta                  7         1,611         0            57         7         1,715         7            1,827
                                           Lufthansa              5         1,198         6         1,347         7         1,547         7            1,547
                                           Northwest             --             --        7         1,646        --             --       --                --
       London, England (Gatwick)           British Airways        7         1,568        --             --       --             --       --                --
                                           Delta                10          2,302         7         1,725        --             --        7            1,722
                                           Northwest             --             --       --             --        7         2,086        --                --
A-90




       London, England (Heathrow)          British Airways       --             --        7         1,568         7         1,568         7            1,568
                                           Delta                  7         1,498         7         1,722         7         1,722         7            1,722
       Madrid, Spain                       Delta                  6         1,389         4         1,000         7         1,722         7            1,722
       Manchester, England                 Delta                  7         1,450         6         1,208         7         1,599         7            1,498
       Milan, Italy (Malpensa)             Delta                  6         1,208         4           870         7         1,498         5            1,063
       Moscow, Russia (Sheremetyevo)       Delta                  5         1,160        --             --        7         1,401         5            1,063
       Munich, Germany                     Delta                  7         1,611         6         1,555         7         1,722         7            1,722
       Paris, France (deGaulle)            Air France             7         1,904         7         1,890         7         1,890         7            2,737
                                           Delta                18          3,866       14          2,996       21          4,446       14             3,570
       Prague, Czech Republic              Delta                  3           725        --             --        4           918         4              821
       Rome, Italy (Fiumicino)             Delta                 6          1,305        6          1,555        --             --       7             2,072
                                           Northwest             --             --       --             --        7         2,086        --                --
       Stockholm, Sweden                   Delta                  4           821        --             --        5         1,111        --                --
       Stuttgart, Germany                  Delta                  6         1,256         5         1,160         7         1,450         7            1,498
       Venice, Italy                       Delta                 --             --       --             --       4            821        5             1,063
       Zurich, Switzerland                 Delta                  6         1,256         6         1,353         7         1,498         7            1,498
         Subtotal Europe                                       154         34,655      131         30,041      186         43,764      180            43,211
       Table 22 (page 2 of 4)
       SCHEDULED INTERNATIONAL AIRLINE SERVICE
       Hartsfield-Jackson Atlanta International Airport
                                                                     January 2009            January 2010              July 2009                July 2010
                                                                   Scheduled weekly        Scheduled weekly        Scheduled weekly         Scheduled weekly
                            Destination                 Airline   Departures   Seats      Departures   Seats      Departures    Seats     Departures      Seats

        MEXICO AND CENTRAL AMERICA
        Acapulco, Mexico                        Delta                 1            109        0             68        --             --       --                --
        Belize City, Belize                     Delta                  4           609         2           353         2           257         2              289
                                                Pinnacle              --             --        3           223         2           172         5              378
        Cancun, Mexico                          AirTran               --             --        9         1,268         8         1,083         9            1,237
                                                Delta                24          4,098       27          4,404       27          3,890       36             5,497
        Cozumel, Mexico                         Delta                  1           192         2           224         1           128         2              289
                                                Pinnacle               2           172         2           154         2           172         5              395
        Guadalajara, Mexico                     Delta                  6           898         7           994         1            96         7            1,016
                                                Pinnacle              --             --        1            51        --             --        7              532
                                                Shuttle America        1            69        --             --        6           481        --                --
        Guatemala City, Guatemala               Delta                  7         1,281         7         1,498         7         1,281         7            1,281
        Liberia, Costa Rica                     Delta                  9         1,706         9         1,421         9         1,463         9            1,620
        Managua, Nicaragua                      Delta                  5           779         5           758         5           719         7              868
        Mexico City, Mexico                     Aeromexico             2           308        --             --       --             --       --                --
                                                Delta                20          3,187       20          2,872       12          1,793       21             3,344
        Monterrey, Mexico                       Pinnacle              --             --        7           532         5           360       14             1,047
                                                Shuttle America      11            824        --             --       --             --       --                --
A-91




        Panama City, Panama                     Delta                  7         1,281         7         1,274         7         1,057         7            1,281
        Puerto Vallarta, Mexico                 Delta                 5            816         5           743         1           172         3              511
        Roatan, Honduras                        Delta                  2           321         2           257         2           257         2              321
        San Jose, Costa Rica                    Delta                14          2,709       16          2,566       17          2,735       14             2,562
        San Jose del Cabo, Mexico               Delta                 6          1,086         6           886         3           475         5              816
        San Pedro Sula, Honduras                Delta                  4           646         4           555         7         1,016         7            1,050
        San Salvador, El Salvador               Delta                  6         1,008         7         1,202         7         1,281         7            1,281
        Tegucigalpa, Honduras                   Delta                  5           588         4           532         7           868         7              868
          Subtotal Mexico and Central America                       144         22,687      152         22,836      138         19,754      184            26,482
        SOUTH AMERICA
        Bogota, Colombia                        Delta                 7          1,281        7          1,281        7          1,281        7             1,281
        Brasilia, Brazil                        Delta                 --             --       3            537        --             --       4               785
        Buenos Aires, Argentina (Pistarini)     Delta                 7          1,498        7          1,722        7          1,450        7             1,498
        Caracas, Venezuela                      Delta                 7          1,261        7          1,722        7          1,484        7             1,281
        Fortaleza, Brazil                       Delta                 --             --       2            372        3            586        2               331
        Guayaquil, Ecuador                      Delta                 2            372        3            474        3            440        7             1,050
        Lima, Peru                              Delta                 7          1,722        7          1,759        7          1,722        7             1,722
        Manaus, Brazil                          Delta                 6            756        3            392        4            504        4               476
        Quito, Ecuador                          Delta                 4            785        7            868        5            909        7               868
        Recife, Brazil                          Delta                  4           744        --             --        3           544        --                --
        Rio de Janeiro, Brazil                  Delta                 7          1,722        7          1,722        7          1,498        7             1,498
        Santiago, Chile                         Delta                  7         1,722        7          1,498        7          1,450        7             1,498
        Sao Paulo, Brazil                       Delta                10          2,444        7          1,722        7          1,722        7             1,722
          Subtotal South America                                     68         14,307       67         14,070       67         13,589       73            14,010
       Table 22 (page 3 of 4)
       SCHEDULED INTERNATIONAL AIRLINE SERVICE
       Hartsfield-Jackson Atlanta International Airport

                                                                           January 2009            January 2010              July 2009                July 2010
                                                                         Scheduled weekly        Scheduled weekly        Scheduled weekly         Scheduled weekly
                           Destination                   Airline        Departures   Seats      Departures   Seats      Departures    Seats     Departures      Seats

        CARIBBEAN
        Antigua, West Indies                       Delta                     1           203         1           168         3           398        2               260
        Aruba                                      AirTran                  --             --        0            31        --             --        1              155
                                                   Delta                     9         1,709         9         1,390       12          2,049         9            1,450
        Bermuda                                    Delta                     5           762         5           667         7         1,016         7            1,050
        Bridgetown, Barbados                       Delta                     2           341         2           337         3           401        1               148
        Bonaire, Netherlands Antilles              Delta                     1           207         1           242         1           165         1              266
        Curacao, Netherlands Antilles              Delta                     1           146         1           169         1           130         1              169
        Freeport, Bahamas                          Atlantic Southeast        7           501         6           395         6           446        --                --
                                                   Comair                   --             --       --             --       --             --        4              326
        George Town, Bahamas                       Atlantic Southeast       --             --       --             --       --             --       2                90
        Grand Cayman, Cayman Islands               Delta                     7         1,036         7         1,067         8         1,122         9            1,283
        Kingston, Jamaica                          Delta                     1           128         3           510         5           705         7            1,021
                                                   Shuttle America           2           120        --             --       --             --       --                --
        Montego Bay, Jamaica                       Air Jamaica               6           847        --             --       --             --       --                --
                                                   AirTran                  --             --       --             --       --             --        7              959
                                                   Delta                   16          2,611       21          3,269       25          4,420       28             5,083
A-92




        Nassau, Bahamas                            AirTran                  --             --        7           959        --             --        7              959
                                                   Atlantic Southeast        6           427        --             --        5           395       12               880
                                                   Delta                     8         1,150       32          4,498       21          2,956       14             1,988
                                                   Pinnacle                13            995        --             --       --             --       --                --
        Providenciales, Turks and Caicos Islands   Delta                     5           678         5           641         5           673         8            1,154
                                                   Pinnacle                 --             --        0            17         2           172        --                --
        Port of Spain, Trinidad and Tobago         Delta                     3           470         2           305        --             --       --                --
        Puerto Plata, Dominican Republic           Delta                    5            688        4            513        5            733        1               160
        Punta Cana, Dominican Republic             Delta                    8          1,122        9          1,251       12          1,972       12             1,778
        San Juan, Puerto Rico                      AirTran                 15          2,104       14          1,918       15          2,042       16             2,196
                                                   Delta                   33          6,124       34          6,289       34          6,471       36             6,647
        Santiago, Dominican Republic               Delta                     4           553        --             --        1           135        --                --
        Santo Domingo, Dominican Republic          Delta                    5            753        5            816        7          1,050        7             1,050
        St. Kitts, Leeward Islands                 Delta                     1           172         2           281         1           118        1               148
        St. Lucia, West Indies (Hewanorra)         Delta                     5           839         7         1,102         7         1,118       10             1,540
        St. Maarten, Netherlands Antilles          Delta                     7         1,198         7         1,004         8         1,047         7              976
        St. Thomas, U.S. Virgin Islands            Delta                   14          2,479       15          2,757       21          3,082       22             3,209
        St. Croix, U.S. Virgin Islands             Delta                     1           160         2           224         1           128         1              160
                                                   Pinnacle                  1           103         2           137         4           292         5              378
        Tobago, Trinidad and Tobago                Delta                     1           169         1           169         1           102        --                --
          Subtotal Caribbean                                              192         28,795      205         31,129      219         33,337      240            35,483
       Table 22 (page 4 of 4)
       SCHEDULED INTERNATIONAL AIRLINE SERVICE
       Hartsfield-Jackson Atlanta International Airport

                                                                           January 2009            January 2010              July 2009                July 2010
                                                                         Scheduled weekly        Scheduled weekly        Scheduled weekly         Scheduled weekly
                           Destination                     Airline      Departures   Seats      Departures   Seats      Departures    Seats     Departures      Seats

        CANADA
        Halifax, Nova Scotia                       Atlantic Southeast       --             --       --             --       --             --       1                86
                                                   SkyWest                  --             --       --             --        1            63        --                --
        Montreal, Quebec                           Atlantic Southeast      26          1,797       18          1,343       22          1,519       13               919
                                                   Comair                    0            16         0            17         6           427        --                --
                                                   Pinnacle                 --             --        1           103        --             --      14             1,064
        Toronto, Ontario                           Air Canada Jazz         31          1,547       27          1,456       36          1,806       33             1,970
                                                   Atlantic Southeast      16          1,084       26          1,593       40          2,278       12               838
                                                   Comair                  13            885       12            854        --             --      14               980
                                                   Pinnacle                 --             --       --             --       --             --      14             1,047
                                                   SkyWest                 11            790        --             --       --             --       --                --
        Vancouver, British Columbia                Delta                     2           372        --             --        3           537         3              537
          Subtotal Canada                                                  99          6,491       85          5,366      108          6,631      103             7,441
        AFRICA
        Accra, Ghana                               Delta                    --             --       --             --       --             --       4             1,024
        Dakar, Senegal                             Delta                     7         1,722        --             --        3           677        --                --
A-93




        Lagos, Nigeria                             Delta                    6          1,305        6          1,473        5          1,297        6             1,532
        Johannesburg, South Africa                 Delta                    --             --        7         1,932         7         1,932        8             2,244
          Subtotal Africa                                                  13          3,027       13          3,405       15          3,905       18             4,800
        ASIA
        Seoul, Republic of Korea                   Delta                     3           766        --             --       4          1,091        --                --
                                                   Korean                    7         2,345         7         2,345        7          2,345         7            2,345
        Shanghai, China (Pu Dong)                  Delta                    5          1,179        --             --       4          1,046        --                --
        Tokyo, Japan (Narita)                      Delta                    7          1,827         0           170        4          1,002         7            1,932
                                                   Northwest                --             --        7         2,639        7          2,821        --                --
          Subtotal Asia                                                    21          6,117       14          5,154       26          8,305       14             4,277
        MIDDLE EAST AND INDIA
        Dubai, United Arab Emirates                Delta                    7          1,709         7         1,932         7         1,871         7           1,925
        Kuwait                                     Delta                    4            943        --             --       --             --       --               --
        Mumbai, India                              Delta                    7          1,932        --             --        4         1,122        --               --
        Tel Aviv, Israel                           Delta                    7          1,709         4         1,091         7         1,830         6           1,595
          Subtotal Middle East and India                                   24          6,293       11          3,023       18          4,823       13            3,520
            Airport total                                                 715        122,372      678        115,024      775        134,108      824          139,223


        Notes: Atlantic Southeast, Comair, Pinnacle, Shuttle America, and SkyWest operate as Delta Connection.
               Columns may not add to totals shown because of rounding.
        Source: Official Airline Guides, Inc., online database, accessed June 2010.
Delta provided 75% more scheduled departing international seats in July 2010 than
it did in July 2001, although, as discussed in the earlier section, “International
Passengers,” no international gates were added at the Airport during that period. In
July 2010, Delta served 44 international airports that it did not serve in July 2001.
Delta has attributed much of the success of its international expansion to the
Airport’s status as the world’s largest connecting hub, which enables the airline to
add service profitably to secondary destinations that would not be justified with
fewer connecting passengers.

Air Cargo
According to data compiled by Airports Council International-North America, in
2009, the Airport ranked as the 11th busiest cargo airport in the United States,
measured in terms of total cargo weight enplaned and deplaned.

Table 23 lists selected airlines providing all-cargo service at the Airport in July 2010.
Table 24 presents historical data on air cargo activity at the Airport for 2000 through
2009. Between 1990 and 2000, the weight of cargo carried by all-cargo aircraft and as
belly cargo in passenger airline aircraft increased an average of 3.9% per year.


                                           Table 23
                    SELECTED AIRLINES PROVIDING ALL-CARGO SERVICE
                         Hartsfield-Jackson Atlanta International Airport
                                           July 2010

            Air Transport International                 Global Supply Systems
            Capital Cargo International Airlines        Great Wall Airlines
            Cargolux                                    Korean Air
            Cathay Pacific Airways                      Lufthansa German Airlines
            China Airlines                              Martinair Holland
            DHL                                         Southern Air
            EVA Airways                                 UPS Air Cargo
            FedEx


            Note:   Airlines listed operate regular all-cargo service at the Airport.
                    Some airlines listed operate contract service on behalf of other
                    airlines. Other cargo airlines not listed in this table operate
                    occasional service at the Airport.
            Source: City of Atlanta, Department of Aviation records.




                                               A-94
                                               Table 24
                                HISTORICAL AIR CARGO ACTIVITY
                            Hartsfield-Jackson Atlanta International Airport

                        Air cargo (metric tons) (a) (b)         All-cargo       Landed weight of
                   Freight and                                   aircraft      all-cargo aircraft (b)
         Year        express        Mail            Total     departures (c)   (1,000 pound units)

         2000        650,796        217,490       868,286         9,600             2,530,000
         2001        589,712        146,084       735,796         8,300             2,027,000
         2002        640,697         93,387       734,084         8,800             1,964,000
         2003        687,159        115,089       802,248         7,100             2,149,000
         2004        768,739         91,964       860,703         7,600             2,110,000
         2005        725,446         42,451       767,897         7,800             2,427,000
         2006        738,180          8,322       746,502         7,900             2,582,000
         2007        715,359          4,850       720,209         7,800             2,817,000
         2008        648,704          6,573       655,277         6,500             2,525,000
         2009        554,888          8,251       563,139         4,800             2,204,000
                                     Average annual percent increase (decrease)

   2000-2009      (1.8%)      (30.5%)             (4.7%)          (7.4%)              (1.5%)
   _____________________________
   (a)    Deplaned and enplaned cargo on all-cargo and passenger airline aircraft.
   (b)    City of Atlanta, Department of Aviation records.
   (c)    Data for 2000 through 2004 from the Cargo Master Plan final report, Louis Berger Group,
          December 2005. Data for 2005 through- 2009 were estimated from the U.S. Department
          of Transportation T-100 database, accessed April 2010.


Between 2000 and 2002, cargo weight (including mail) decreased 15.5% overall in the
aftermath of the September 2001 attacks. Between 2002 and 2004, cargo weight
fluctuated from year-to-year, largely as a result of the decisions of individual all-
cargo operators to increase or decrease service at the Airport. Between 2007 and
2009, cargo weight decreased 21.8% as a result of the recession and the decision by
some cargo operators to suspend service. This decrease is consistent with decreases
at other large U.S. airports. As the economy emerged from recession, cargo weight
increased by 22.6% in the first six months of 2010 compared with the same period in
2009. In FY 2010, all-cargo airlines accounted for approximately 4% of landed
weight at the Airport.

Aircraft Operations
Table 25 presents historical data on aircraft operations (landings and takeoffs) at the
Airport from 1990 through 2009. The approximate distribution of operations in 2009
was air carrier, 74%; air taxi and commuter, 25%; and general aviation, 1%. Most
general aviation operations are by business jet aircraft. Military operations account
for a negligible percentage of total aircraft operations at the Airport.


                                                 A-95
                                           Table 25
                          HISTORICAL AIRCRAFT OPERATIONS
                        Hartsfield-Jackson Atlanta International Airport

                           Air          Air taxi/    General                 Total
              Year       carrier       commuter      aviation   Military   operations
              1990       581,742        185,857      21,508     1,395       790,502
              1991       420,596        146,088      19,181     3,605       589,470
              1992       446,723        149,142      21,085     4,415       621,365
              1993       487,101        158,271      23,393     3,905       672,670
              1994       533,419        155,235      23,916     3,350       715,920
              1995       578,221        149,897      23,307     2,683       754,108
              1996       580,558        154,622      23,180     2,651       761,011
              1997       604,544        164,018      23,564     2,495       794,621
              1998       637,541        182,959      23,212     3,169       846,881
              1999       668,175        211,855      26,002     3,879       909,911
              2000       686,228        205,047      21,948     2,231       915,454
              2001       669,481        206,484      13,409     1,120       890,494
              2002       652,800        218,773      16,624     1,769       889,966
              2003       657,527        240,957      11,914     1,325       911,723
              2004       698,360        254,139      11,192     1,513       965,204
              2005       692,210        275,504      10,783     1,889       980,386
              2006       673,734        291,762       9,417     1,534       976,447
              2007       729,522        251,880      12,055       889       994,346
              2008       750,656        217,460       9,606     1,102       978,824
              2009       721,146        240,922       7,059     1,108       970,235

                                   Average annual percent increase (decrease)
           1990-2000       1.7%           1.0%         0.2%      4.8%           1.5%
           2000-2009       0.6            1.8        (11.8)     (7.5)           0.6


           Source: City of Atlanta, Department of Aviation records.


Aircraft Landed Weight
Table 26 presents historical aircraft landed weight (which generally correlates
closely with airline aircraft departures) at the Airport in 2000 through 2009. Since
2000, the ratio of landed weight per departure has decreased as the number of
regional jet aircraft operations has increased. In 2009, more than 99% of landed
weight was accounted for by airlines signatory to Airport Use Agreements or
Airport Use License Agreements with the City.




                                              A-96
                                              Table 26
                           HISTORICAL AIRCRAFT LANDED WEIGHT
                           Hartsfield-Jackson Atlanta International Airport
                                (landed weight in 1,000-pound units)

                    Signatory       Nonsignatory                          Annual percent
          Year      airlines (a)      airlines            Total         increase (decrease)
          2000      62,395,000        1,013,000         63,408,000               --%
          2001      61,794,000          695,000         62,489,000             (1.4)
          2002      60,714,000          593,000         61,307,000             (1.9)
          2003      57,595,000          647,000         58,242,000             (5.0)
          2004      60,330,000          419,000         60,749,000              4.3
          2005      61,119,000          383,000         61,502,000              1.2
          2006      57,542,000          279,000         57,821,000             (6.0)
          2007      57,510,000          311,000         57,821,000              0.0
          2008      59,542,000          198,000         59,740,000              3.3
          2009      56,665,000          213,000         56,877,000             (4.8)


         Note: Rows may not add to totals shown because of rounding.
         (a) Airlines signatory to the Airport Use Agreements or Airport Use License
             Agreements.
         Source: City of Atlanta, Department of Aviation records.


KEY FACTORS AFFECTING FUTURE AIRLINE TRAFFIC
Besides the economy and demographics of the Airport service region, discussed in
the earlier section “Airport Service Region,” key factors that will affect future airline
traffic at Hartsfield-Jackson Atlanta International Airport include:

     x   Economic and political conditions
     x   Financial health of the airline industry
     x   Airline service and routes
     x   Airline competition and airfares
     x   Airline consolidation and alliances
     x   Availability and price of aviation fuel
     x   Aviation safety and security concerns
     x   Capacity of the national air traffic control system
     x   Capacity of the Airport

Economic and Political Conditions
Historically, airline passenger traffic nationwide has correlated closely with the state
of the U.S. economy and levels of real disposable income. Recession in the U.S.
economy in 2001 and stagnant economic conditions in 2002 contributed to reduced
passenger numbers during those years. The recession that began in late 2007,


                                               A-97
combined with reduced discretionary income and increased airfares, contributed to
reduced airline travel demand in 2008 and 2009.

With the globalization of business and the increased importance of international
trade and tourism, growth in the U.S. economy has become more closely tied to
worldwide economic, political, and social conditions. As a result, international
economics, trade balances, currency exchange rates, political relationships, and
hostilities are important influences on passenger traffic at major U.S. airports.
Sustained future increases both in domestic and international passenger traffic will
depend on stable and peaceful international conditions and global economic growth.

Financial Health of the Airline Industry
The number of passengers using the Airport will depend partly on the profitability
of the U.S. airline industry and the associated ability of the industry and individual
airlines, particularly Delta and AirTran (and, assuming its acquisition of AirTran is
completed, Southwest), to make the necessary investments to continue providing
service.

The 1990-1991 recession, coupled with increased operating costs and security
concerns during the Gulf War, generated then-record financial losses in the airline
industry. Those losses put particular pressures on financially weak or highly
indebted airlines, forcing many to seek bankruptcy protection, sell productive assets,
lay off workers, reduce service, or discontinue operations. Eastern Air Lines, which
in the late 1980s accounted for approximately 40% of the passengers enplaned at the
Airport, ceased operations in January 1991.

Between 1995 and 2000, the airline industry as a whole was profitable, but as a result
of the 2001 economic recession, the disruption of the airline industry that followed
the September 2001 attacks, increased fuel and other operating costs, and price
competition, the industry again experienced huge financial losses. In 2001 through
2005, the major U.S. passenger airlines collectively recorded net losses of
approximately $40 billion.

To mitigate those losses, all of the major network airlines restructured their route
networks and flight schedules and reached agreement with their employees, lessors,
vendors, and creditors to cut costs, either under Chapter 11 bankruptcy protection
or the possibility of such. US Airways twice filed for bankruptcy protection, in
August 2002 and September 2004, before emerging in September 2005 following its
merger with America West Airlines. In 2004, US Airways drastically reduced
service at its Pittsburgh hub. In December 2002, United Airlines filed for bankruptcy
protection (emerged in February 2006). In 2003, American Airlines avoided filing
for bankruptcy protection only after obtaining labor cost concessions from its
employees and drastically reducing service at its St. Louis hub. Northwest filed for
bankruptcy protection in September 2005, emerged in May 2007, and completed its
merger with Delta in December 2009. In 2005, Delta eliminated its



                                        A-98
Dallas/Fort Worth hub and began to downsize its Cincinnati hub. Among smaller
airlines, between 2003 and 2005, Hawaiian Airlines, ATA Airlines, Aloha Airlines,
and Independence Air filed for bankruptcy protection. Hawaiian exited bankruptcy
in 2005, and ATA and Aloha exited bankruptcy in 2006. Independence Air ceased
operations in 2006.

In 2006 and 2007, the U.S. passenger airline industry as a whole was profitable, but
in 2008, as oil and aviation fuel prices increased to unprecedented levels, the
industry experienced a profitability crisis. The industry responded by grounding
older, less fuel-efficient aircraft, adopting fuel-saving operating practices, hedging
fuel requirements, reducing scheduled seat capacity, eliminating unprofitable
routes, laying off employees, reducing employee compensation, reducing other
non-fuel expenses, increasing airfares, and imposing ancillary fees and charges. The
U.S. passenger airlines collectively reduced domestic capacity (as measured by
available seat-miles) by approximately 10% in 2008 and by a further 7% in 2009.

In March and April 2008, Aloha (for the second time), ATA (also for the second
time), and Skybus airlines declared bankruptcy and ceased operations. In
April 2008, Frontier Airlines filed for Chapter 11 bankruptcy protection, but
continued to operate. Frontier emerged from bankruptcy in October 2009 following
its acquisition by Republic Airways Holdings. In October 2009, American
announced that it was closing its St. Louis hub.

In the first half of 2010, the U.S. airline industry regained profitability as a result of
reducing capacity, increasing airfares, recording high load factors, and increasing
ancillary revenues. Sustained industry profitability will depend on economic
growth to support travel demand and continued capacity control. Any resumption
of financial losses could cause U.S. airlines to seek bankruptcy protection or
liquidate. The liquidation of one or more of the large network airlines could
drastically affect airline service at many connecting hub airports, present business
opportunities for the remaining airlines, and change airline travel patterns
nationwide.

Airline Service and Routes
The Airport serves both as a gateway to the Atlanta region and as a connecting hub.
The number of origin and destination passengers depends on the intrinsic attrac-
tiveness of the Atlanta region as a business and leisure destination and the
propensity of its residents to travel. The number of connecting passengers, on the
other hand, depends on the airline service provided at the Airport and at other
airports.

Most mainline airlines have developed hub-and-spoke systems that allow them to
offer high-frequency service in many city-pair markets. Because most connecting
passengers have a choice of airlines and intermediate airports, connecting traffic at




                                          A-99
an airport depends on the route networks and flight schedules of the airlines serving
that airport and competing hub airports.

As discussed in the earlier section, “Airport Role,” the Airport is the most important
connecting hub in both Delta’s and AirTran’s systems; the majority of passengers at
the Airport are connecting between flights. As a result, much of the passenger
traffic at the Airport results from the route networks and flight schedules of Delta
and AirTran rather than the economy of the Airport service region. If either of these
airlines were to reduce connecting service at the Airport, such service would not
necessarily be replaced by other airlines. The potential effects on passenger traffic of
a drastic reduction in connecting airline service at the Airport are discussed in the
later section “Stress Test Forecast.”

Airline Competition and Airfares
Airline fares have an important effect on passenger demand, particularly for
relatively short trips for which the automobile and other travel modes are potential
alternatives, and for price-sensitive “discretionary” travel. The price elasticity of
demand for airline travel increases in weak economic conditions when the
disposable income of potential airline travelers is reduced. Airfares are influenced
by airline capacity and yield management; passenger demand; airline market
presence; labor, fuel, and other airline operating costs; taxes, fees, and other charges
assessed by governmental and airport agencies; and competitive factors. Future
passenger numbers, both nationwide and at the Airport, will depend, in part, on the
level of airfares.

Overcapacity in the industry, the ability of consumers to compare airfares and book
flights easily via the Internet, and other competitive factors combined to reduce
airfares between 2000 and 2005. During that period, the average domestic yield for
U.S. airlines decreased from 14.9 cents to 12.7 cents per passenger-mile. In 2006
through 2008, as airlines reduced capacity and were able to sustain fare increases,
the average domestic yield increased to 14.7 cents per passenger-mile. In 2009,
yields again decreased, but in the first half of 2010, as travel demand increased and
seat capacity was reduced, yields increased.

Airline Consolidation and Alliances
In response to competitive pressures, the U.S. airline industry has consolidated. In
April 2001, American completed an acquisition of failing Trans World Airlines. In
August 2001, merger plans for United and US Airways were proposed, but rejected
by the U.S. Department of Transportation because of concerns about reduced airline
competition. In September 2005, US Airways and America West merged. In
November 2006, the new US Airways proposed a merger with Delta while the latter
was in bankruptcy, but Delta’s management and creditors rejected the hostile
merger proposal. As previously discussed, in December 2009, Delta and Northwest




                                       A-100
completed their merger. In October 2009, Republic Airways Holdings completed
purchases of Frontier and Midwest airlines.

In May 2010, United and Continental announced their intention to merge, thereby
creating the largest airline in the world as measured by domestic and international
seat-miles. In August 2010, the U.S. Department of Justice completed its antitrust
review and approved the merger, and in September 2010, the stockholders of both
companies approved the merger. In September 2010, Southwest announced a
proposal to acquire AirTran, thereby creating the largest U.S. domestic airline as
measured by passengers enplaned. The merger is subject to approval by the U.S.
Department of Justice and AirTran’s shareholders. Various other airline merger
combinations have been rumored Any such further airline consolidation could
change airline service patterns, particularly at the connecting hub airports of the
merging airlines.

Alliances, joint ventures, and other marketing arrangements provide airlines with
many of the advantages of mergers and all of the large U.S. network airlines are
members of such alliances with foreign-flag airlines. Alliances typically involve
marketing, code-sharing, and scheduling arrangements to facilitate the transfer of
passengers between the airlines. Joint ventures involve even closer cooperation and
the sharing of costs and revenues on certain routes. As discussed earlier in the
section “Airport’s Role in Delta’s System,” in September 2004, Continental and
Northwest joined the Delta-led SkyTeam alliance, but in October 2009, Continental
left the alliance to join United in the Star Alliance.

Availability and Price of Aviation Fuel
The price of aviation fuel is a critical and uncertain factor affecting airline operating
economics. Fuel prices are particularly sensitive to worldwide political instability
and economic uncertainty. Beginning in 2003, fuel prices increased as a result of the
invasion and occupation of Iraq; political unrest in Nigeria and other oil-producing
countries; the rapidly growing economies of China, India, and other developing
countries; and other factors influencing the demand for and supply of oil. By
mid-2008, average fuel prices were three times higher than they were in mid-2004
and represented the largest airline operating expense, accounting for between 30%
and 40% of expenses for most airlines. Increased prices have been an important
contributor to recent airline industry losses. Fuel prices fell sharply in the second
half of 2008 as demand declined worldwide, but again increased in 2009 and 2010,
partly as a result of a weakened U.S. dollar.

Airline industry analysts hold differing views on how oil and aviation fuel prices
may change in the near term. However, there is widespread agreement that fuel
prices are likely to remain high relative to historical levels and to increase over the
long term as global energy demand increases in the face of finite and increasingly
expensive oil supplies.




                                        A-101
Aviation fuel prices will continue to affect the ability of airlines to provide service,
airfares, and passenger numbers. Airline operating economics will also be affected
as regulatory costs are imposed on the airline industry as part of efforts to reduce
aircraft emissions contributing to global climate change.

Aviation Safety and Security Concerns
Concerns about the safety of airline travel and the effectiveness of security
precautions influence passenger travel behavior and airline travel demand.
Anxieties about the safety of flying and the inconveniences and delays associated
with security screening procedures lead to both the avoidance of travel and the
switching from air to surface modes of transportation for short trips.

Safety concerns in the aftermath of the terrorist attacks in September 2001 were
largely responsible for the steep decline in airline travel nationwide in 2002. Since
2001, government agencies, airlines, and airport operators have upgraded security
measures to guard against changing threats and maintain confidence in the safety of
airline travel. These measures include strengthened aircraft cockpit doors, changed
flight crew procedures, increased presence of armed sky marshals, federalization of
airport security functions under the Transportation Security Administration (TSA),
more effective dissemination of information about threats, more intensive screening
of passengers and baggage, and deployment of new screening technologies.

Public health and safety concerns have also affected air travel demand from time to
time. In 2003, concerns about the spread of severe acute respiratory syndrome
(SARS) led public health agencies to issue advisories against nonessential travel to
certain regions of the world. In 2009, concerns about the spread of influenza caused
by the H1N1 virus reduced certain international travel, particularly to and from
Mexico and Asia. In April 2010, airspace and airports in much of Europe were
closed for 6 days because of the threat to flight safety of the ash cloud from the
eruption of Iceland’s Eyjafjallajökull volcano.

Historically, airline travel demand has recovered after temporary decreases
stemming from terrorist attacks or threats, hijackings, aircraft crashes, public health
and safety concerns, and international hostilities. Provided that precautions by
government agencies, airlines, and airport operators serve to maintain confidence in
the safety of commercial aviation without imposing unacceptable inconveniences for
airline travelers, it can be expected that future demand for airline travel at the
Airport will depend primarily on economic, not safety or security, factors.

Capacity of the National Air Traffic Control System
Demands on the national air traffic control system have, in the past, caused delays
and operational restrictions affecting airline schedules and passenger traffic. The
FAA is gradually implementing its Next Generation Air Transport System
(NextGen) air traffic management programs to modernize and automate the
guidance and communications equipment of the air traffic control system and


                                        A-102
enhance the use of airspace and runways through improved air navigation aids and
procedures. After September 2001, and again in 2008 and 2009, air traffic delays
decreased as a result of reduced numbers of aircraft operations, but, as air travel
demand increases in the future, flight delays and restrictions may be expected.

Capacity of the Airport
In addition to any future constraints that may be imposed by the capacity of the
national air traffic control and airport systems, future growth in airline traffic at the
Airport will depend on the provision of increased capacity at the Airport itself.

Completion of the fifth runway at the Airport in 2006 greatly increased the capacity
of the airfield to accommodate aircraft arrivals and departures, particularly in poor
visibility. Operation of the fifth runway permits the simultaneous use of three
runways for aircraft arrivals in all weather conditions. In a report on the capacity
needs of the national airspace system released by the FAA in May 2007, the Airport
was characterized as not needing additional capacity until after 2025. The new
Maynard H. Jackson, Jr. International Terminal and planned additions to terminal,
ground access, and other facilities are also intended to ensure that Airport capacity
will be available to accommodate forecast passenger demand.

FORECAST ASSUMPTIONS
Forecasts of airline traffic at the Airport were developed taking into account
analyses of the economic basis for airline traffic at the Airport, trends in historical
airline traffic, and key factors that will affect future airline traffic, all as discussed in
earlier sections. The forecast rate of increase in the number of originating
passengers at the Airport in relation to projections of population and employment is
generally consistent with the historical relationships documented in the earlier
section “Airport Service Region.” It was assumed that airline service at the Airport
will not be constrained by the availability of aviation fuel, limitations in the capacity
of the air traffic control system or the Airport, charges for the use of aviation
facilities, or government policies or actions that restrict growth. Forecasts for the
Airport prepared by the FAA were also taken into account.

Two passenger forecasts were developed through 2015, a baseline forecast and a
“stress test” forecast, as presented in Table 27. The forecasts are presented
graphically on Figure 17.




                                          A-103
                                                                                 Table 27
                                                             AIRLINE PASSENGER TRAFFIC FORECASTS
                                                              Hartsfield-Jackson Atlanta International Airport
                                                                        Calendar Years 2005 - 2015
               The forecasts presented in this table were prepared using the information and assumptions described in the accompanying text.
               Inevitably, some of the assumptions will not be realized and unanticipated events and circumstances may occur. Therefore, the
               actual results will vary from those forecast, and the variations could be material.
                                                                                                                                                        Average
                                                                                                                                                         annual
                                                                                                                                                        increase
                                                             Historical                                              Forecast                          (decrease)
                                           2005      2006      2007       2008    2009     2010     2011         2012      2013     2014      2015     2009-2015
        BASELINE FORECAST
        Enplaned passengers (millions)
         Domestic                          39.7     38.4       40.4       40.6    40.7     41.0     41.6     42.2         42.8     43.4      44.0         1.3%
         International                      3.3      4.1        4.5        4.5     4.4      4.5      4.7      4.9          5.6      5.8       6.0         5.3%
          Total enplaned passengers        43.0     42.5       44.9       45.1    45.1     45.5     46.3     47.1         48.4     49.2      50.0         1.7%
           Annual increase (decrease)               (1.2%)      5.6%       0.4%    0.0%     0.9%     1.8%         1.7%     2.8%     1.7%      1.6%
         Originating                       14.9     15.2       15.5       14.9    14.5     15.0     15.4         15.8     16.2     16.6      17.0         2.7%
         Connecting                        28.1     27.3       29.4       30.2    30.6     30.5     30.9         31.3     32.2     32.6      33.0         1.3%
A-104




          Total                            43.0     42.5       44.9       45.1    45.1     45.5     46.3     47.1         48.4     49.2      50.0         1.7%
         Percent originating passengers    34.7%    35.8%      34.5%      33.0%   32.2%    33.0%    33.3%    33.5%        33.5%    33.7%     34.0%
        STRESS TEST FORECAST
        Enplaned passengers (millions)
         Domestic                                                                 40.7     41.0     40.8     35.8         30.7     31.1      31.3        (4.3%)
         International                                                             4.4      4.5      4.6      4.1          3.5      3.7       3.7        (2.8%)
          Total enplaned passengers                                               45.1     45.5     45.4      39.9        34.2     34.8      35.0        (4.1%)
           Annual increase (decrease)                                              --       0.9%    (0.2%)   (12.1%)     (14.3%)    1.8%      0.6%
         Originating                                                              14.5     15.0     15.2     15.5         15.6     15.9      16.0         1.7%
         Connecting                                                               30.6     30.5     30.2     24.4         18.6     18.9      19.0        (7.6%)
          Total                                                                   45.1     45.5     45.4     39.9         34.2     34.8      35.0        (4.1%)
         Percent originating passengers                                           32.2%    33.0%    33.5%    38.8%        45.6%    45.7%     45.7%
        Percent reduction from baseline
         Originating                                                                        0.0%    (1.3%)    (1.9%)      (3.7%)    (4.2%)    (5.9%)
         Connecting                                                                         0.0%    (2.3%)   (22.0%)     (42.2%)   (42.0%)   (42.4%)
          Total enplaned passengers                                                         0.0%    (1.9%)   (15.3%)     (29.3%)   (29.3%)   (30.0%)

        Note: Historical data may not match those shown in Table 13 because of rounding.
        Sources: Historical: City of Atlanta, Department of Aviation records.
                 Forecast: LeighFisher, August 2010.
                                             60
                                                                                                                      Historical      Forecast


                                             50
                                                       Total enplaned passengers                                                                               Baseline
                                                      (originating plus connecting)

                                             40
                       Enplaned passengers




                                                                                                                                                                 Stress test
                             (millions)




                                             30




                                             20
A-105




                                                       Originating passengers                                                                                     Baseline

                                                                                                                                                                 Stress test

                                             10




                                             0
                                             2000   2001   2002    2003        2004   2005     2006       2007      2008      2009   2010   2011   2012    2013       2014      2015




                                                                                                                                                                                                         ATL583 F-0017
                                                                                                              Calendar years


        The forecasts presented in this figure were prepared using the information and assumptions described in the accompanying
        text. Inevitably, some of the assumptions will not be realized and unanticipated events and circumstances could occur.
        Therefore, the actual results will vary from those forecast, and the variations could be material.
                                                                                                                                                                                            Figure 17
        Sources: Historical—City of Atlanta, Department of Aviation records.                                                                               FORECAST ENPLANED PASSENGERS
                 Forecast—LeighFisher, August 2010.
                                                                                                                                                      Hartsfield-Jackson Atlanta International Airport
Baseline Forecast
For the baseline forecast, it was assumed that, beginning in 2011, and through the
forecast period to 2015, passenger numbers will increase gradually on the basis of
the assumptions that:

     x   The U.S. economy will experience growth averaging approximately 2.5%
         per year.

     x   The economy of the Airport service region will grow at a similar rate to that
         of the United States as a whole.

     x   A generally stable international political environment and safety and
         security precautions will ensure airline traveler confidence in aviation
         without imposing unreasonable inconveniences.

     x   There will be no major disruption of airline service or airline travel behavior
         as a result of international hostilities or terrorist acts or threats.

     x   Aviation fuel prices will stabilize at levels that are historically high, but
         lower than the record prices reached in mid-2008.

     x   The Airport will continue to be the principal connecting hub and
         U.S. international gateway in the Delta system.

     x   The Airport will be a key airport in a combined Southwest-AirTran system,
         with Southwest competing effectively with Delta and continuing to
         schedule flights so as to provide opportunities for connections between
         flights.

The number of international passengers is forecast to increase in 2013 when
additional gate capacity becomes available with the opening of the Maynard H.
Jackson, Jr. International Terminal. Overall, international passenger numbers are
forecast to increase approximately 36% between 2009 and 2015. This strong growth
in international traffic is predicated on Delta resuming its announced long-term
strategy of emphasizing international service from its Atlanta hub.

Originating passenger numbers are forecast to increase at a higher average annual
rate (2.7%) than connecting passenger numbers (1.3%); originating passengers are
forecast to account for approximately 34% of total passengers at the Airport in 2015,
compared with the approximate 32% share in 2009.

Overall, the number of enplaned passengers is forecast to increase from 45.1 million
in 2009 to 50.0 million in 2015, an average annual increase of 1.7%. In its most recent
Terminal Area Forecast for the Airport (published December 2009), the FAA forecasts
an average annual increase of 3.8% in enplaned passengers over the same period.



                                         A-106
Stress Test Forecast
The stress test forecast of enplaned passengers was developed to provide the basis
for conducting a sensitivity test of the Airport’s financial results to a hypothetical
reduction in passenger numbers, such as could occur under conditions of prolonged
economic recession, restricted seat capacity, high airfares, and reduced connecting
airline service.

Beginning in 2012, connecting service at the Airport by Delta was hypothesized to be
drastically reduced as a result of weakened airline finances, a merger with another
airline, or some combination of such factors. It was hypothesized that:

     x   Following reductions in Delta service, other network airlines would
         increase service to accommodate originating passenger demand with a
         combination of nonstop service and connecting service through other hub
         airports.

     x   The Airport would continue to be a regional transfer point for the
         southeastern United States, but the airlines replacing Delta’s service would
         not provide the level of connecting service now provided.

     x   Delta’s international service from the Airport would be much reduced and
         would not be replaced by other airlines.

     x   Airline service patterns would stabilize in 2013 and passenger numbers
         would thereafter increase at rates similar to those assumed under the baseline
         forecast.

In the stress test forecast, the overall number of enplaned passengers is 35.0 million
in 2015 compared with 50.0 million in the baseline forecast. In 2015, relative to the
baseline forecast, the number of originating passengers in the stress test forecast is
approximately 6% lower, the number of connecting passengers is approximately
42% lower, and the total number of enplaned passengers is 30% lower. Originating
passengers would account for approximately 46% of the total in the stress test
forecast compared with 34% in the baseline forecast.

Landed Weight
Forecasts of landed weight (by Fiscal Year) are shown in Exhibit E-1 at the end of
this report. In the baseline forecast, aircraft landed weight is forecast to increase at
approximately the same rate as enplaned passengers. Corresponding assumptions
were made for the stress test forecast.




                                        A-107
                               FINANCIAL ANALYSIS

FRAMEWORK FOR THE AIRPORT’S FINANCIAL OPERATIONS
Hartsfield-Jackson Atlanta International Airport is owned by the City of Atlanta
and operated by the City’s Department of Aviation as a self-supporting enterprise
fund of the City under the direction of the Aviation General Manager with a staff, as
of July 2010, of approximately 970, including 230 fire and 160 police employees.
This number is a reduction of approximately 70 employees from the number
employed in July 2009. Certain accounting, budgeting, bond financing, treasury,
and related functions are performed by the City’s Department of Finance. Airport
funds are held in separate City accounts.

Bond Ordinance
The financial operations of the Airport are governed, in large part, by the Bond
Ordinance authorizing the issuance of Airport Revenue Bonds, which provides for
Bonds to be secured by various categories of Airport Revenues. Capitalized terms in
this report are used as defined in the Bond Ordinance or the Amended Airline
Agreements.

In the Rate Covenant of the Bond Ordinance, the City undertakes to prescribe and
collect rates, fees, and charges for the Airport services and facilities furnished by the
City so as to ensure that annual Net Revenues (Revenues less Operating Expenses)
will enable the City to (1) meet at least 120% of the Debt Service Requirements of all
outstanding General Revenue Bonds (without considering any amounts in the
General Revenue Enhancement Subaccount); (2) meet at least 100% of the Debt
Service Requirements of all other outstanding Bonds payable from related
Revenues; (3) meet at least 100% of the Debt Service Requirements of any
outstanding Bonds payable from passenger facility charge (PFC) Revenues (without
considering any amounts in the PFC Revenue Enhancement Account); (4) make all
required payments on any Other Airport Obligations; and (5) make any other
payments required under the Bond Ordinance.

The Bond Ordinance also prescribes the application of Airport Revenues to the
funds and accounts established under the Bond Ordinance, as described in the later
section “Application of General Revenues,” and specifies conditions that must be
met for the issuance of additional Bonds, as described earlier in the letter at the
beginning of this report.

Amended Airline Agreements
Until September 2010, the airlines that accounted for most enplaned passengers and
landed weight at the Airport operated under the terms of Airport Use Agreements
and CPTC Leases that established procedures for calculating rentals, fees, and
charges for airline use and occupancy of Airport facilities. Under the Amended



                                        A-108
Airline Agreements that have been agreed to in principle by most of the passenger
airlines serving the Airport, the provisions of the Airport Use Agreements and
CPTC Leases concerning the calculation of rentals, fees, and charges have been
extended to September 2017, as described in the following paragraphs.

Under provisions of the Amended Airline Agreements governing the use of the
airfield, the Signatory Airlines pay landing fees calculated to recover certain airfield
costs. Such costs include certain airfield operating and maintenance expenses and
amounts to recover the amortized capital costs, plus 20% coverage, of approved
airfield improvements financed with the proceeds of General Revenue Bonds.
Landing fees are calculated as described in the later section “Airline Landing Fees.”

Under provisions of the Amended Airline Agreements governing the lease and
occupancy of the CPTC, the Signatory Airlines pay rentals and other charges
calculated to recover certain CPTC costs. Such costs include certain CPTC operating
and maintenance expenses and amounts to recover the amortized capital costs, plus
20% coverage, of approved terminal improvements financed with the proceeds of
General Revenue Bonds. Terminal rentals and use charges are calculated as
described in the later section “Airline Terminal Rentals, Fees, and Charges.”

Airlines not signatory to the Amended Airline Agreements operate under the
provisions of Airport Use License Agreements or Airport Use Agreements on a
holdover basis. The Airport Use License Agreements provide substantially the same
rights as provided under the Amended Airline Agreements (other than participation
in Majority-in-Interest (MII) votes) and provide for the payment of landing fees at
the Signatory Airline rate. Airlines not signatory to the Amended Airline
Agreements and occupying space in the terminal operate under the provisions of
Hartsfield-Jackson Atlanta International Airport Leases (HJAIA Leases) that provide
for the payment of terminal rentals at rates approximately the same as provided for
under the Amended Airline Agreements. Airport Use License Agreements and
HJAIA Leases may be terminated by the City or the airline with 30 days notice.

Other provisions of the Amended Airline Agreements address:

     x   Settlement of a dispute regarding the payment of capital costs attributable
         to, and sharing of revenues generated by, concession outlets in the atrium,
         as described in the later section “Airline Terminal Rentals, Fees, and
         Charges.”

     x   Termination of the Runway 10-28 landing fee, as described in the later
         section “Airline Landing Fees.”

     x   Conversion of exclusive use rights to gates and other facilities to
         preferential use rights, as described in the earlier section “Use of Gates.”




                                        A-109
     x   Funding for the Maynard H. Jackson, Jr. International Terminal (MHJIT)
         and associated use, lease, and rate-making provisions for the terminal, as
         described in the later section “Airline Terminal Rentals, Fees, and Charges.”

     x   Funding for other projects in the Capital Improvement Plan from the
         proceeds of future General Revenue Bonds and associated rate-making
         provisions to allow the City to recover the amortized costs of such projects

The procedures for the annual adjustment of airline rentals, fees, and charges
established by the Amended Airline Agreements are intended to ensure continued
compliance with the Rate Covenant and generate Net Revenues adequate to fund
ongoing facility renewal, replacement, upgrade, and other capital needs. Specific
assumptions regarding the future calculation of airline rentals, fees, and charges are
discussed in later sections under ”Airline Revenues.”

CAPITAL IMPROVEMENT PLAN
In 1999, following a master planning process, the City adopted a Capital
Improvement Plan and reached agreement with the airlines serving the Airport
regarding funding for the plan. The Capital Improvement Plan and the associated
funding plan have subsequently been updated.

The projects in the City’s updated Capital Improvement Plan that are expected to be
completed through approximately FY 2014, and their estimated costs and sources of
funding are summarized in Exhibit A.* Many of the projects have been completed
and have been included in Exhibit A to provide a complete accounting of funding
sources since 2000. Projects for which future funding is required are so highlighted.

The actual timing of construction or implementation of certain projects in the Capital
Improvement Plan will depend on the achievement of forecast demand or other
justification of need, the receipt of required environmental and other regulatory
approvals, and, as required by provisions of the Amended Airline Agreements, MII
airline approval of projects not already approved whose costs are to be recovered
through airline rentals, fees, and charges. The City may elect to defer, or to change
the funding plan for, certain of the projects.

Runway 10-28
In May 2006, a new 9,000-foot-long fifth runway opened at the Airport, parallel to
and 4,200 feet south of Runway 9R-27L. The fifth runway is designated
Runway 10-28 and has a full-length parallel taxiway. North-south taxiways provide
access to and from the airfield and terminal complex. The opening of the runway
increased airfield capacity and reduced aircraft delays by allowing the simultaneous
use of three runways for aircraft arrivals in virtually all weather conditions.


*All financial exhibits are presented at the end of the report.


                                        A-110
The runway was constructed on land formerly in residential and commercial uses
in College Park and Clayton County. The project involved property acquisition;
relocation of electrical power lines, roadways, and other facilities; completion of
major earth-moving and site-preparation work; construction of trunk drainage and
sewerage facilities; construction of structures over I-285 for the runway and parallel
taxiway; construction of a fifth aircraft rescue and firefighting (ARFF) station; and
construction of a new Airport traffic control tower to provide improved lines of
sight to all runways. The structures carrying the runway and associated taxiways
over I-285 span 16 traffic lanes and are the largest of their kind in the world.
Between 1995 and 2003, the City acquired all property required for the runway,
including the Georgia International Convention Center. A replacement convention
center was opened west of the Airport in early 2003.

Airfield Projects (2000-2009)
       Runway 9R-27L Reconstruction. Runway 9R-27L and connecting taxiways,
originally constructed in 1972, were reconstructed in 2000. As part of the project,
parallel Taxiway R was equipped and used as a temporary runway to minimize
aircraft delays during runway reconstruction.

       Surface Movement Guidance and Control System (SMGCS). In-pavement
taxiway lighting, surveillance, and other systems were upgraded in 2006 to expedite
aircraft and vehicle movements in low visibility conditions and to comply with FAA
standards.

      Airfield Lighting System. The lighting system for runways and taxiways
was replaced and upgraded in 2006 to improve reliability and safety and comply
with FAA standards.

       Taxiway Connectors and Intersections. Taxiways were constructed in 2003
to reduce delays to aircraft crossing Runway 9L-27R. The fillets at the intersections
of various taxiways were enlarged to allow the maneuvering of large aircraft.

       Runway 8R-26L Reconstruction. Runway 8R-26L and associated taxiways
were reconstructed in 2006. Under-drains, deteriorated concrete pavement, and
centerline and edge lights were replaced.

      Airfield Pavement Replacement. Various other taxiways, taxilanes, and
aprons adjacent to the terminal concourses exceeded their 20-year design lives and
were reconstructed.

        Taxiway L Extension. Taxiway L, paralleling Runway 9L-27R, was extended
to the east end of the runway. The project, completed in 2009, included construction
of an extension of the runway safety area.




                                       A-111
      Runway 8R End-Around Taxiway V. Taxiway V was constructed in 2007
around the west end of Runway 8R-26L to reduce the need for aircraft to cross that
runway when taxiing to and from Runway 8L-26R.

      Runway Safety Areas. Regrading, relocation of navigational aids, and other
improvements were implemented to bring the safety areas at the ends of all
runways into compliance with FAA standards.

       South Airfield Earthworks. Property acquisition, earthmoving,
infrastructure, and enabling projects were completed to prepare the site between
Runways 9R-26L and 10-28 for future development.

Airfield Projects (2010-2014)
      Taxiway SC and SJ Extensions. North-south taxiways, designated
Taxiways SC and SJ, are to be extended to expedite the crossing of Runways 9L-27R
and 9R-27L by aircraft taxiing to and from Runway 10-28.

       Runway 9L-27R East Extension. Runway 9L-27R, 11,889 feet long, is to be
extended by approximately 500 feet to the east to allow long-range aircraft to take
off with increased payloads.

      Pavement Replacement for Taxiways L and M. The taxiways are being
reconstructed and upgraded as they reach the end of their design lives.

       Deicing Pads. An aircraft parking apron and facilities to allow the deicing of
aircraft before takeoff are to be constructed at the south side of the airfield.

      Runway 8L-26R Reconstruction. Runway 8L-26R, 9,000 feet long and
constructed in 1984, is to be reconstructed as it exceeds its design life.

      Other Airfield Projects. Other planned airfield improvements include the
upgrading of drainage and sewerage systems.

       Runway Approach Protection. Approximately 60 acres of land off the east
end of Runway 8L-26R at the site of the former Ford assembly plant may be
acquired to enhance runway approach and departure protection. Approximately
30 acres of the land (outside the runway obstacle free area) is to be developed for
public automobile parking for the MHJIT.

        Electrical Supply for Lighting Vaults. A second electrical supply for the
airfield lighting vaults is to be provided to replace standby generators and reduce
emissions.

        Airfield Repair and Maintenance. Allowances are included for the repair
and maintenance of taxiway pavement, lighting, electrical systems, and other
airfield facilities.


                                      A-112
Passenger Terminal Projects (2000-2009)
       Concourse E Four-Gate Addition. Four gates capable of accommodating
international widebody aircraft operations were constructed at Concourse E in 2001,
increasing the number of gates at the concourse to 28. Associated improvements
included the installation of moving sidewalks and preconditioned air systems.

       Terminal Projects (2001-2006). Improvements to the CPTC implemented
between 2001 and 2006 included the upgrading of fire protection, electrical,
communications, and computer systems; modifications to elevators and escalators;
upgrades to baggage systems; and various other modification, repair, and
replacement projects.

       Central Utilities Plant Equipment Replacement. The central utilities plant
adjacent to Concourse T was expanded and upgraded in 2008-2009 to provide
additional heating, ventilation, and air conditioning (HVAC) capacity and to
provide for improved energy efficiency.

       Hold Baggage Screening Facilities. New space was constructed beneath the
terminal curbside roadways to accommodate facilities for the screening of checked
baggage using explosives detection system (EDS) equipment installed “in-line” with
the Airport’s baggage handling system. The hold baggage screening facilities,
opened in 2006, allowed EDS equipment to be removed from the terminal check-in
lobbies.

       Security Checkpoint Improvements. In 2004, the main passenger security
screening checkpoint was expanded and reconfigured to provide additional space
for the screening of passengers and their carry-on baggage. In 2008-2009, terminal
space previously used for support functions was reconfigured to provide additional
lanes for passenger security screening. A net three lanes were added in the North
Terminal and four lanes were added at the South Terminal. Additional concession
space was constructed on Concourse T as part of the project. A new security system,
incorporating the latest biometric and other technologies, was installed to monitor
and control the access of people and vehicles to all areas of the CPTC.

      Concourse D Common-Use Facilities. Three additional common-use gates
were constructed at the south half of Concourse D in 2006, providing loading
bridges, common-use check-in equipment, and holdrooms along with additional
concessions, restrooms, and airline operations space. Passenger check-in and
baggage claim facilities were also converted for airline common use.

       Other Terminal and AGTS Upgrades. Various other improvements and
upgrades to facilities were implemented throughout the landside terminal, at the
concourses, the automated guideway transit system (AGTS) stations, and in the
inter-concourse transportation mall. Improvements included the replacement of
floors and the refurbishment of restrooms. Five new AGTS vehicles were purchased



                                     A-113
in 2006 to increase system capacity, and older vehicles were overhauled or replaced.
Other improvements to the AGTS involved replacement of the automated train
control system.

       Other CPTC Projects (CP Funded). Various other CPTC improvement
projects were interim funded with the proceeds of commercial paper notes that are
to be refunded from the proceeds of the planned 2011B Bonds.

       Concourse C North Improvements. The north half of Concourse C was
enlarged and reconfigured to provide facilities for regional jet aircraft. The project,
completed in 2009, provides enlarged holdrooms and loading bridges at all
26 aircraft parking positions at the concourse.

       Tenant Airline Projects. Other projects to meet the needs of individual
airlines included the upgrade of electrical supply equipment for new Delta baggage
handling facilities, improvements to the south half of Concourse T for Delta, and
improvements to the south half of Concourse C for AirTran.

Passenger Terminal Projects (2010-2014)
      Concourses D and C Midpoint Expansion. Space is to be constructed at the
midpoints of Concourses D and C, similar in concept to the space at the midpoints of
Concourses A and B, to accommodate additional circulation, concessions, and other
passenger services.

       Pedestrian Connectors. Upgraded pedestrian access between the north and
south parking garages and the landside terminal building is to be provided in
tunnels under the curbside roadways. Access to the tunnels is to be provided from
new vertical circulation cores to be constructed at the garages. The removal of
pedestrians from the roadways to the tunnels will increase the effective capacity of
the roadways.

       HVAC System Replacement. Modifications to the landside terminal
building are to include HVAC systems upgrades.

      Design for AGTS Capacity Enhancement. The AGTS tunnel is to be
extended to the west to provide the capability for trains to switch between tracks,
thereby allowing for reduced headway operations and increased system capacity.
Only planning and design of the tunnel extension are expected to be completed
during the forecast period.

       Concourse T North Expansion. The north half of Concourse T is to be
upgraded and enlarged to meet the needs of the spoke airlines operating from the
concourse. In the initial phases of the project, the existing seven-gate concourse is to
be enlarged to provide additional holdroom, circulation, and concession space. In
the final phase of the project, the concourse is to be extended to provide up to five



                                        A-114
additional gates. The concourse extension will require demolition and replacement
of an ARFF station and a Delta ground service equipment (GSE) maintenance
building. The City has not received the airline approvals required for the final phase
of the project.

       Concourse D North Upgrades. The north half of Concourse D is to be
enlarged and reconfigured to provide upgraded facilities for regional jet aircraft
similar to those provided at the north half of Concourse C. The project is to provide
loading bridges at all 22 aircraft parking positions.

       Other Upgrades and Replacements. Estimates and allowances are provided
for other terminal improvements, upgrades, renewals, and replacements expected to
be required during the forecast period, including:

     x   Building structures, exteriors, and interiors
     x   Baggage handling systems
     x   Aircraft loading bridges
     x   Building electrical, mechanical, and HVAC systems
     x   Telecommunications and information technology systems
     x   Escalators and elevators
     x   Concession and passenger service facilities
     x   AGTS tracks, cars, and control systems

Maynard H. Jackson, Jr. International Terminal
The new Maynard H. Jackson, Jr. International Terminal, under construction east of
Concourse E, will provide approximately 1.2 million square feet of terminal space on
five levels and provide a second facility for the federal inspection of arriving
international passengers. Figure 18 shows a site plan. The terminal is scheduled to
open in April 2012 and will provide 12 gates capable of accommodating widebody
aircraft in international or domestic service, supplementing the 28 widebody aircraft
gates at the existing international Concourse E. (The MHJIT could be configured to
accommodate up to 16 narrowbody aircraft.) The AGTS is being extended to
connect the MHJIT with the existing passenger terminal complex. The MHJIT will
also be connected directly to Concourse E by moving sidewalks.

The MHJIT will provide ground transportation facilities, two-level curbside
roadways, passenger check-in facilities, and other landside facilities so that arriving
international passengers will be able to proceed directly to ground transportation
after clearing federal inspections rather than having to recheck their baggage for
reclaim at the existing terminal, as occurs today. Access to the terminal will be from
the east, via a second Airport entrance roadway. Approximately 1,200 spaces will be
provided for short-term automobile parking in a structure immediately adjacent to
the terminal building. Approximately 4,000 spaces are planned to be provided for
long-term parking at a lot to be constructed at a site at the east side of the Airport.




                                       A-115
                                                                                           DELTA TECHNICAL OPERATIONS CENTER


                                                                           FAA
                                                                          TOWER




                                                                                        PARKING
                                                                                       STRUCTURE
                                                                                                            TERMINAL ACCESS ROAD

                            CONCOURSE E




                                                              TAXIWAY D
                                                                                      MHJIT
A-116




                                                                                                                                           ATL583 F-0020.ai
                                                  TAXIWAY L


        Source: City of Atlanta, Department of Aviation.
                                                                                                                                                              Figure 18
                                                                                  MAYNARD H. JACKSON, JR. INTERNATIONAL TERMINAL (MHJIT) SITE PLAN
                                                                                                             Hartsfield-Jackson Atlanta International Airport
Construction of the MHJIT required the demolition or relocation of air cargo, airline
support, and U.S. Postal Service facilities in the central terminal support area (CTSA)
and demolition of the FAA Airport traffic control tower; a replacement tower
became operational in 2006. Aviation Boulevard is being reconfigured and
upgraded to provide access to the MHJIT from I-75.

Consolidated Rental Car Center
The consolidated rental car center, opened in December 2009, accommodates all
Airport rental car operations at an approximately 70-acre site west of I-85. The
rental car center provides approximately 8,700 spaces for ready and return car
parking and associated service, maintenance, and storage facilities for up to
3,900 vehicles.

Roadways were constructed or improved to provide access to and egress from the
rental car center, along with an APM, known as the SkyTrain, to transport
passengers to and from the landside terminal building. An intermediate SkyTrain
station serves the Georgia International Convention Center and hotel and office
development at the Gateway Center. The SkyTrain runs 100-passenger trains at
headways of approximately 2 minutes during peak hours and up to 10 minutes
during off-peak hours.

The roadways and SkyTrain guideway required the construction of bridges over
I-85, the CSX railroad tracks, and MARTA tracks. The rental car center project also
included the provision of Airport parking spaces to replace those lost as a result of
construction of the SkyTrain guideway and the buyout of improvements at previous
rental car sites.

Airport Support and Infrastructure
       Infrastructure and Utilities. Fueling, water supply, utilities, and other
infrastructure required to support Airport operations.

      Sewerage and Drainage Replacement. Replacement of trunk sewerage and
storm water drainage systems serving the Airport as they approach the end of their
design lives.

        Environmental Initiatives. Water pollution control projects; acquisition of
electrically powered airline GSE and installation of charging stations; other
environmental monitoring, mitigation, and control projects; and initiatives to reduce
energy consumption and greenhouse gas emissions at the Airport.

      Centralized Command and Control Center. A new centralized command
and control facility to accommodate equipment, systems, and personnel needed for
day-to-day and emergency safety and security operations (completed in 2010).




                                       A-117
       Safety and Security. ARFF stations and training facilities, perimeter security
fences, and other airfield security systems.

Air Cargo
      Hangar Site Remediation. Demolition of a former Northwest Airlines
maintenance hangar and environmental remediation of the site to allow its future
redevelopment for air cargo and other uses.

Aircraft Noise Mitigation
       Noise Mitigation. Projects to mitigate aircraft noise as included in the
Airport Noise Compatibility Program, including property acquisition and sound
insulation.

Parking and Ground Transportation
       Garage Renovations. Renovations of garage structures and associated
lighting, elevators, escalators, parking revenue control, and other systems and
equipment.

        Other Parking and Commercial Vehicle Projects. Other improvements to
public parking and commercial ground transportation facilities and upgrades of
electrical and other systems.

Roadways
        Terminal Inbound Roadways. Reconfiguration and reconstruction of
inbound roadways and intersection upgrades required to accommodate increased
traffic demand at the passenger terminal complex.

      Other Roadway Projects. Various other geometric and capacity enhance-
ments to public roadways and widening and strengthening of nonlicensed-vehicle
roadways.

      Road and Bridge Replacement. Allowances for the ongoing renewal,
upgrade, and replacement of roadways and bridge structures.

Airline Approvals
In August 1999, majorities-in-interest (MII) of the airlines signatory to the Airport
Use Agreements and CPTC Leases approved the projects in the Capital Improve-
ment Plan as then envisioned, their then-estimated project costs, and a funding plan
(the August 1999 MII Approval). Individual projects in the Capital Improvement
Plan were defined in general terms, with regard to both their scopes and funding
sources. The August 1999 MII Approval set forth a collaborative process whereby
the City, in consultation with the airlines, would accomplish the detailed planning,
scheduling, design, construction, and financing of projects. The provisions of the



                                      A-118
August 1999 MII Approval continue in effect under the Amended Airline
Agreements.

Exhibit A summarizes the estimated costs of the projects in the Capital Improvement
Plan and their estimated funding sources through approximately FY 2014. At the
time of the August 1999 MII Approval, it was agreed that airline-supported General
Revenue Bonds would be issued in an aggregate amount to fund the costs of projects
in the Capital Improvement Plan up to $1,274,000,000. Such agreement permitted
the amortized capital costs of such projects, plus 20% coverage, to be included in the
calculation of airline rentals, fees, and charges.

Under the Amended Airline Agreements, the $1,274,000,000 not-to-exceed amount
specified in the August 1999 MII Approval has been increased to $1,365,000,000 to
cover the funding of certain costs of the MHJIT Project and other projects. The
funding of projects shown in Exhibit A with the proceeds of airline-supported
General Revenue Bonds above such amount is subject to MII approval by the
airlines signatory to the Amended Airline Agreements using the same formulas as
specified in the Airport Use Agreements and CPTC Leases.

As shown in Exhibit C, the debt service requirements of PFC Revenue Hybrid
Bonds are forecast to be paid entirely from PFC Revenues. Under the terms of an
October 2004 MII approval, the Signatory Airlines agreed to pay supplemental rates
and charges, through the 2017 expiration of the Amended Airline Agreements, if
PFC Revenues are not sufficient to pay PFC Revenue Bond debt service. Such
supplemental payments would be made to ensure 130% coverage of debt service by
PFC Revenues for PFC Revenue Bonds used to finance up to $2,000,000,000 of
project costs.

Interim Financing
Exhibit A shows the expected eventual sources of project funding. Certain of the
projects were interim financed with proceeds of the variable-rate 2004E and 2004E
PFC Bonds, which were or are being redeemed with grants from the FAA and the
TSA, respectively, as discussed in following sections “FAA Grants-in-Aid “ and
“TSA Contributions.”

In August 2005, the City put in place a commercial paper program providing up to
$350,000,000 of interim project financing secured by the issuance of General Revenue
Bonds. In July 2010, the City entered into agreements with J.P. Morgan Securities
and Wells Fargo Bank, under which these banks issued letters of credit providing
liquidity for the commercial paper program until July 2013. The City expects that it
will continue to interim finance certain projects with commercial paper notes that
will be redeemed periodically by the issuance of General Revenue Bonds.




                                      A-119
NON-BOND SOURCES OF FUNDS
FAA Grants-in-Aid
Historical and forecast FAA grant funding for the Capital Improvement Plan is
shown in Table 28.

                                             Table 28
                       AIRPORT IMPROVEMENT PROGRAM GRANTS-IN-AID
                           Hartsfield-Jackson Atlanta International Airport

                                         LOI           Noise mitigation          Other
                  Entitlement      discretionary (a)    discretionary        discretionary           Total

  Historical
  Through
  FY 1999       $ 13,330,000         $            --       $ 8,000,000     $ 9,990,000            $ 31,320,000
     2000         10,633,000 (b)          9,071,000           7,604,000       5,000,000             32,308,000
     2001         14,603,000 (b)          9,998,000          13,518,000      10,000,000             48,119,000
     2002          8,134,000 (b)         10,178,000                   --              --            18,312,000
     2003          7,943,000 (b)         20,708,000                   --              --            28,651,000
     2004          8,331,000 (b)         19,982,000                   --     37,915,000 (c)         66,228,000
     2005          8,435,000 (b)         20,368,000                   --              --            28,803,000
     2006          8,376,000 (b)         26,368,000                   --      6,226,000             40,970,000
     2007          8,086,000             25,308,000                   --      8,072,000             41,466,000
     2008          8,340,000 (b)         16,808,000                   --              --            25,148,000
     2009          8,455,000             23,711,000                   --     16,656,000 (d)         48,822,000
     2010          8,000,000             12,500,000           3,255,000               --            23,755,000
  Forecast
  FY 2011          8,000,000             10,000,000          12,131,000       9,000,000 (e)         39,131,000
     2012          8,000,000                      --         24,058,000      24,500,000 (e) (f)     56,558,000
     2013          8,000,000                      --         23,966,000       7,500,000 (f)         39,466,000
     2014          8,000,000                      --         24,058,000      10,000,000 (g)         42,058,000
     Total      $144,666,000         $205,000,000       $116,590,000       $144,859,000           $611,115,000


  (a) LOI ASO 97-01 totaling $75,000,000 and LOI ASO 02-02 totaling $104,000,000 for Runway 10-28 and
      LOI ASO 06-01 totaling $26,000,000 for Taxiway V.
  (b) Funding for Runway 10-28.
  (c) Funding for in-line hold baggage screening project.
  (d) Funding under ARRA for MHJIT aircraft parking apron and Airport GIS pilot program.
  (e) Funding for land for Runway 8L-26R approach protection.
  (f) Funding for electric GSE and dual electrical supply for lighting vaults.
  (g) Funding for Runway 8L-26R reconstruction.

  Source: City of Atlanta, Department of Aviation records



The City is eligible to receive FAA grants-in-aid under the Airport Improvement
Program for up to 75% of the costs of airfield and other approved projects (80% for
aircraft noise compatibility projects). Some of these grants are received as
“entitlement” grants, the annual amount of which is calculated as a function of the
number of enplaned passengers and landed weight of all-cargo aircraft at the



                                                   A-120
Airport. Other, “discretionary,” grants are awarded on the basis of the FAA’s
determination of the priorities for projects at the Airport and at other airports. The
City received letters of intent (LOI) from the FAA documenting the FAA’s intention
to provide discretionary grants totaling $179,000,000 for Runway 10-28 and
$26,000,000 for Taxiway V. Through FY 2010, the City had received $195,000,000 of
such LOI grants.

The City financed $146,550,000 of the cost of the Runway 10-28 project with the
proceeds of the variable-rate 2004E PFC Bonds, with the intention of retiring such
Bonds with FAA LOI grants and PFC Revenues. As of October 1, 2010, $120,000,000
principal amount of the 2004E PFC Bonds had been retired. The City expects to
retire the remaining $26,550,000 principal amount through FY 2012.

TSA Contributions
Under an LOI, the TSA undertook to reimburse the City for $80,650,000 of the costs
of the modifications to the baggage handling system required to accommodate EDS
screening equipment in the landside terminal and Concourse E, shown in Exhibit A
under “Tenant, TSA, and CFC funds.” The City has received the entire LOI amount.

The City financed $89,650,000 of the costs of the hold baggage screening system with
proceeds of the variable-rate 2004D PFC Bonds. Through FY 2010, the City retired
all such Bonds with TSA LOI grants ($80,650,000) and PFC Revenues ($9,000,000).

The TSA has agreed to contribute $20,000,000 to the payment of the cost of the baggage
handling system for the MHJIT and the U.S. Department of Energy has agreed to
contribute $476,000 for energy-efficiency enhancements to the MHJIT building. Both
amounts are shown in Exhibit A under “Tenant, TSA, and CFC funds.”

PFC Revenues
The City has approval from the FAA to impose a passenger facility charge per
eligible enplaned passenger at the Airport. Between July 1997 and March 2001, the
PFC was $3.00; effective April 2001, the PFC was increased to $4.50. Through
FY 2010, PFC Revenues received by the City, including investment earnings, totaled
$2,021,725,000, of which $1,662,268,000 had been expended: $1,145,552,000 for
project costs on a “pay-as-you-go” basis and $516,716,000 for financing and interest
expenses, as follows:




                                       A-121
       Debt service on PFC Revenue Bonds
        2004C PFC Bonds                                               $ 96,104,000
        2004D PFC Bonds                                                 17,634,000
        2004E PFC Bonds                                                 17,307,000
        2004J PFC Bonds                                                 71,769,000
        2004K PFC Bonds (a)                                            249,802,000
       Debt service on General Revenue Bonds
        2000 Bonds (for Runway 10-28)                                   22,000,000
        2000, 2004AB, and 2004FG Bonds (for MHJIT)                      42,100,000
                                                                      $516,716,000
       ________________________
       (a) Payment of interest and principal at maturity and early redemption of
           principal.


Under FAA approvals through June 2010 (PFC applications #1 through #12), the
City is authorized to impose a PFC and use up to $3,825,176,000 of PFC Revenues on
approved projects. Such approved projects include property acquisition for and
construction of Runway 10-28; other runway, taxiway, and apron reconstruction
projects; MHJIT and associated roadways; the SkyTrain system and roadways
serving the rental car center; other roadway improvements; hold baggage screening
facilities; other security improvements; and aircraft noise mitigation.

As shown, an estimated total of $2,999,055,000 in PFC Revenues is to be used to fund
the costs of the projects in the Capital Improvement Plan through FY 2014, assuming
continued imposition of a $4.50 PFC. Of the total, $1,793,380,000 is estimated to be
pay-as-you-go funding and $1,206,671,000 is estimated to be from the proceeds of
PFC Revenue Hybrid Bonds. (See the later section “PFC Revenue Bonds” for a
summary of financing assumptions.)

Exhibit F presents historical and forecast sources and uses of PFC Revenues. In
FY 2011 and FY 2012, the City intends to use PFC Revenues of $32,700,000 to pay
principal and interest during construction on General Revenue Bonds used for the
MHJIT Project and $8,175,000 to retire the 2004E PFC Bonds (shown as “financing
costs” in Exhibit F).

Renewal and Extension Fund
Amounts accumulated in the Renewal and Extension Fund may be used to pay for
capital improvements at the Airport. For the funding plan shown in Exhibit A, it
was assumed that a total of $388,577,000 of Renewal and Extension Fund moneys
will be used through FY 2014 for projects in the Capital Improvement Plan, mainly
for improvements to the existing terminal complex; parking, roadway, and other
ground transportation projects; Airport support facilities and utilities; safety and
security projects; and environmental initiatives.


                                        A-122
The amount of Renewal and Extension Fund moneys assumed to be dedicated to
projects in the Capital Improvement Plan averages approximately $28,000,000 per
year in FY 2011 through FY 2014. This amount is less than the average of the annual
amounts forecast to be deposited into the fund, as shown in Exhibit G. Excess
amounts would be dedicated to other Airport purposes and capital improvements
not identified in the Capital Improvement Plan.

Customer Facility Charge Revenues and Other Funds
In the funding plan shown in Exhibit A, tenant and other third-party funds were
assumed to pay $328,075,000 of project costs: $321,598,000 for the consolidated rental
car center project and related parking projects and $6,477,000 for air cargo projects. It
was assumed that the funding and operation of these (or any other projects funded
with third-party funds) will have no material effect on Airport Net Revenues.

The City funded $221,500,000 of the costs of the rental car center project with the
proceeds of Bonds issued by the City of College Park in May 2006 (the 2006AB CFC
Bonds) and may issue additional CFC Bonds to fund project completion costs that
were interim financed with a loan from the Renewal and Extension Fund. The
2006AB CFC Bonds and any additional CFC Bonds are to be secured and paid
entirely from revenues derived from a customer facility charge paid by rental car
customers (CFC Revenues).

Beginning in October 2005, the CFC rate was set at $4.00 per rental car transaction-
day. Effective January 2009, the CFC rate was increased to $4.50 and, effective
July 2010, the rate was increased to $5.00 per transaction-day. CFC Revenues are
defined as Released Revenues under the Bond Ordinance and are in addition to the
rental car revenues included in General Revenues (as shown in Exhibit E).

The remaining costs of the rental car center and related projects are being paid from
pay-as-you-go CFC Revenues ($4,249,000 for the buyout of rental car site
improvements and $6,500,000 for replacement public parking), a contribution from
the Renewal and Extension Fund ($40,000,000 for land acquisition and site
development), and a contribution from the City of College Park ($8,000,000 for the
SkyTrain station serving the Georgia International Convention Center).




                                       A-123
AIRPORT REVENUE BONDS
Outstanding Bonds
As of September 1, 2010, the outstanding principal amounts of Airport Revenue
Bonds, all issued under the terms of the Bond Ordinance, were as follows:


   Airport General Revenue Bonds, Series 2000A, Series 2000B, and
   Series 2000C issued in March 2000 to finance capital
   improvements and refund prior Bonds (collectively, the 2000
   Bonds)                                                               $ 506,160,000
   Airport General Revenue Refunding Bonds, Series 2003RF-A
   issued in June 2003 to refund prior Bonds (the 2003RF-A Bonds)          18,570,000
   Airport General Revenue Refunding Bonds Series 2003RF-D
   issued in December 2003 to refund prior Bonds (the 2003RF-D
   Bonds)                                                                  90,645,000
   Airport General Revenue Refunding Bonds, variable-rate
   Series 2003RF-B and variable-rate Series 2003RF-C (collectively
   the 2003RF-BC Bonds) (to be refunded by the proposed 2011A
   Refunding Bonds)                                                       472,504,000
   Airport General Revenue Bonds, Series 2004A and Series 2004B
   issued in June 2004 to finance capital improvements (collectively,
   the 2004AB Bonds)                                                      222,820,000
   Airport General Revenue Bonds, Series 2004F and Series 2004G
   issued in November 2004 to finance capital improvements
   (collectively, the 2004FG Bonds)                                       128,465,000
     Subtotal, General Revenue Bonds                                    $1,439,164,000

   Airport Passenger Facility Charge Revenue and Subordinate Lien
   General Revenue Bonds, Series 2004C issued in June 2004 to
   redeem Airport Limited Obligation Bond Anticipation Notes,
   Series 2003 (the 2004C PFC Bonds)                                    $ 293,070,000
   Airport Passenger Facility Charge Revenue and Subordinate Lien
   General Revenue Bonds, variable-rate Series 2004E issued in
   June 2004 to finance capital improvements (the 2004E PFC Bonds)         26,550,000
   Airport Passenger Facility Charge Revenue and Subordinate Lien
   General Revenue Bonds, Series 2004J issued in November 2004 to
   finance capital improvements (the 2004J PFC Bonds)                     235,860,000
     Subtotal, PFC Revenue Bonds                                        $ 555,480,000
   Total, all outstanding Bonds                                         $1,994,644,000




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The City is, in addition, authorized to issue up to $350,000,000 of General Revenue
Commercial Paper Notes (the 2010A and 2010B Notes), $202,778,000 of which was
outstanding as of October 1, 2010.

Future Bonds
The costs of future projects in the Capital Improvement Plan to be funded with the
proceeds of Bonds are estimated to be as follows:


                                                               PFC Revenue
                                General Revenue Bonds             Bonds
                               Proposed       Planned            Proposed
                                2010A           2011B             2010B
                                Bonds           Bonds           PFC Bonds
       Airfield projects      $  5,000,000     $ 37,000,000     $          --
       Terminal projects                 --     518,073,000                --
       MHJIT Project           130,000,000                --     400,000,000
       Other projects                    --      19,927,000                --
                              $135,000,000     $575,000,000     $400,000,000


Exhibit B presents the estimated sources and uses of Bond funds for the MHJIT
Project and other projects in the Capital Improvement Plan. The estimated sources
and uses of Bond funds were provided by Frasca & Associates, LLC, the financial
advisor to the Department of Aviation.

General Revenue Bonds
Only the proceeds from the sale of the Bonds were assumed as a source of General
Revenue Bond funds for the Capital Improvement Plan. Investment earnings on
amounts in the Construction Funds and Capitalized Interest Accounts during
construction were not taken into account.

The assumed uses of General Revenue Bond funds are: (1) pay project costs
(deposits to the Construction Funds, reimbursements to the Renewal and Extension
Fund, and refunding of outstanding 2010AB Notes); (2) make a deposit to the
Capitalized Interest Accounts to pay interest during construction on the proposed
2010A Bonds; (3) make additional deposits to the Capitalized Interest Accounts to
pay interest during construction on the proceeds of 2000, 2004AB, and 2004FG
Bonds used to fund MHJIT Project costs; (4) make deposits to the Debt Service
Reserve Account to meet Debt Service Reserve Requirements; and (5) pay
underwriters’ discount, financing, legal, bond insurance, and other issuance costs.

As noted in the earlier section “PFC Revenues,” the City in FY 2009 through FY 2011
used or intends to use PFC Revenues to pay interest and principal on the 2000,
2004AB, and 2004FG Bonds used to fund MHJIT Project costs. (At the time the


                                       A-125
2004AB and 2004FG Bonds were issued, interest on the Bonds for the MHJIT was
capitalized through mid-2008; the MHJIT is now not expected to be completed until
mid-2012.) In FY 2012, the City intends to pay interest on the 2000, 2004AB, and
2004FG Bonds used to fund MHJIT Project costs from the proceeds of the proposed
2010A Bonds and to pay principal on such prior Bonds from PFC Revenues.

       Proposed 2010A Bonds. The proposed 2010A Bonds are to be issued to pay
$135,000,000 of the costs of the MHJIT Project, as shown in Exhibit A.

       Proposed 2011A Refunding Bonds. The proposed 2011A Refunding Bonds
are to be issued to refund all outstanding principal of the variable-rate 2003RF-BC
Bonds and pay the termination payment required in connection with termination of
the interest rate exchange agreements for the 2003RF-BC Bonds.

       Planned 2011B Bonds. The planned 2011B are to be issued in 2011 to pay
$575,000,000 of the costs of the Capital Improvement Plan, as shown in Exhibit A.

PFC Revenue Bonds
All outstanding PFC Revenue Bonds were issued as Hybrid Bonds secured by a
senior lien on PFC Revenues and a subordinate lien on General Revenues. The
proposed 2010B PFC Bonds are to be issued, on a parity with such outstanding PFC
Bonds, to pay $400,000,000 of the costs of the MHJIT Project.

Only the proceeds from the sale of the Bonds were assumed as a source of PFC
Revenue Bond funds for the Capital Improvement Plan. Investment earnings on
amounts in the Construction Funds during construction were not taken into account.
All interest earnings on moneys in the PFC Revenue Fund are to be retained for
pay-as-you-go project costs, debt service on PFC Bonds, or other FAA-approved
costs.

The assumed uses of PFC Revenue Bond funds are: (1) pay project costs (deposits to
the Construction Funds and reimbursements to the Renewal and Extension Fund);
(2) make deposits to the Debt Service Reserve Account to meet Debt Service Reserve
Requirements; and (3) pay underwriters’ discount, financing, legal, bond insurance,
and other issuance expenses. It was assumed that interest during construction will
be paid from annual PFC Revenues and that no interest will be capitalized.

Annual PFC Revenues not used to pay Bond debt service would be used for
pay-as-you-go project costs. (See Exhibit F.)




                                      A-126
DEBT SERVICE REQUIREMENTS
Exhibit C presents historical and forecast Bond Debt Service Requirements. The
amounts shown for each Fiscal Year are those to be accumulated for payment into
the Sinking Fund during such Fiscal Year for debt service due on January 1 and the
immediately following July 1.

Forecast debt service requirements shown in Exhibit C were estimated using the
following assumptions, as provided by Frasca & Associates, LLC, the financial
advisor to the Department of Aviation.


                                     Proposed 2010A              Proposed 2010B
                                         Bonds                     PFC Bonds

   Project costs to be funded          $135,000,000                $400,000,000
   Effective Bond interest rate            6.00%                      5.50%
   Investment earnings                     None                       None
   Interest only to be paid
   through                              July 1, 2013               July 1, 2013
   Interest to be capitalized
   through                              July 1, 2012                  None
   Principal amortization
   through                            January 1, 2040            January 1, 2026
   Debt Service Reserve             Funded from Bond            unded from Bond
   Requirement                          proceeds                   proceeds
   Debt service structure          Approximately level       Principal payments to be
                                   annual principal plus         structured so as to
                                     interest payments        achieve approximately
                                  during 28-year principal     level annual principal
                                    amortization period      plus interest payments in
                                                             FY 2013 through FY 2033
                                                              for all outstanding PFC
                                                                   Revenue Bonds




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                                                         Proposed 2011A
                                                         Refunding Bonds
     Refunding escrow deposit                              $463,670,000
     Interest rate exchange termination
     payment                                                $18,470,000
     Effective Bond interest rate                              6.00%
     Principal amortization through                       January 1, 2030
     Debt Service Reserve Requirement              Funded from Bond proceeds
     Debt service structure                   Approximately level annual principal
                                              plus interest payments during 19-year
                                                  principal amortization period



                                                        Planned 2011B
                                                     General Revenue Bonds

     Project costs to be funded                            $535,000,000
     Effective Bond interest rate                             6.00%
     Investment earnings                                       None
     Interest only to be paid through                      Construction
     Interest to be capitalized through       Construction (various periods through
                                                          July 1, 2015)
     Principal amortization through                       January 1, 2041
     Debt Service Reserve Requirement              Funded from Bond proceeds
     Debt service structure                   Approximately level annual principal
                                              plus interest payments during 26-year
                                              period after capitalized interest period


The debt service requirements of the variable-rate 2004E PFC Bonds were forecast
assuming an interest rate of 4.0%. All outstanding principal was assumed to be
repaid from FAA LOI grants and PFC Revenues in FY 2011 and FY 2012. Only
principal and interest payments made from PFC Revenues are shown in Exhibit C.

OPERATING EXPENSES
Exhibit D presents historical and forecast Operating Expenses. Historical data are
from the unaudited annual reports of the Airport Revenue Fund. Data through
FY 2009 are reconciled to the City’s cash-basis audited financial statements. Data for
FY 2010 are preliminary. Operating Expenses exclude most CPTC operating and




                                          A-128
maintenance expenses, which are paid directly by the Signatory Airlines, as
discussed in the later section “Airline Terminal Rentals, Fees, and Charges.”

In parallel with initiatives to increase revenues, as described in the later section
“General Revenues,” the City is implementing measures to reduce operating
expenses in FY 2011. As reflected in the FY 2011 budget as amended, approximately
$3,900,000 of reductions in personnel expenses are expected to result from the
elimination of 67 positions. In addition, approximately $7,500,000 of reductions in
contractual services and other non-personnel expenses are budgeted. The City
expects further expense reductions in FY 2012 and FY 2013, but such reductions
were not taken into account in the forecasts.

Operating Expenses were forecast, using budgeted FY 2011 expenses as the base,
taking into account assumed increases in unit costs as a result of inflation, forecast
passenger enplanements, planned facility development, and other assumptions
about Airport operations. In particular, the following assumptions were adopted for
the forecast period:

     1. The unit costs of salaries, wages, fringe benefits, materials, services, and
        supplies will increase an average of 3.0% per year to account for inflation.

     2. In addition to inflation-related increases, the costs of operating,
        maintaining, and administering airfield, terminal building, and other
        facilities for which the Department of Aviation is responsible will increase
        as a function of the forecast increases in passenger numbers presented in
        Table 27.

     3. Airport facilities will be developed as set forth in the Capital Improvement
        Plan, and operating and maintenance expenses will change accordingly. In
        particular, expenses will increase beginning in FY 2013 with the opening of
        the MHJIT, the associated extension of the AGTS, and the addition of public
        parking facilities.
The City now records as Operating Expenses certain expenses associated with the
planning, management, and administration of capital projects and other operating
and maintenance expenses that previously were recorded as expenditures from the
Renewal and Extension Fund. The City also now records as Operating Expenses
expenses incurred by TBI Airport Management to manage common-use facilities at
Concourses D and E. Such common-use manager expenses (and offsetting
revenues) were previously excluded. Operating Expenses as restated for such
changes in recording practice are shown for all years in Exhibit D.

Operating and maintenance expenses for the SkyTrain serving the consolidated
rental car center, as estimated by Department of Aviation staff, are shown in
Exhibit D as part of the Operating Expenses of the Airport beginning in FY 2010.
Such SkyTrain operating and maintenance expenses were assumed to be paid



                                      A-129
entirely from CFC Revenues and the City of College Park, as shown in Exhibit E.
Operating expenses for the rental car center itself were assumed to be paid by the
rental car center tenants, as shown in Exhibit E.

GENERAL REVENUES
Exhibit E presents historical and forecast General Revenues. Historical data are
from the unaudited annual reports of the Airport Revenue Fund. Data through
FY 2010 are reconciled to the City’s cash-basis audited financial statements. Data for
FY 2010 are preliminary. The distribution of General Revenues by major category in
FY 2010 (before adjustments) was as follows:


                                                      Revenues       Share
         Airline revenues
           Landing fees                              $ 62,603,000    14.4%
           Terminal rentals (net of credits)           73,353,000    16.9
           Reimbursed expenses                         45,114,000    10.4
             Subtotal airline revenues               $181,070,000    41.7%

         Inside concession revenues                  $ 75,636,000    17.4%
         Parking and ground transportation            123,819,000    28.5
         Other                                         53,679,000    12.4
             Subtotal nonairline revenues            $253,134,000    58.3%
         Total                                       $434,204,000   100.0%


Individual components of General Revenues shown in Exhibit E were forecast by
taking into account historical results through FY 2010, planned rate increases for
FY 2011 as reflected in the Department of Aviation’s budget, allowances for price
inflation at 3.0% per year, planned facility development, and the provisions of the
various leases and agreements between the City and the airlines and other users
and tenants of the Airport.

Revenues from sources related to passenger numbers, such as concession and
parking revenues, were forecast to change as a function of the forecasts shown in
Table 27. The specific assumptions underlying individual components of Revenues
are set forth in the following sections.




                                         A-130
AIRLINE REVENUES
Forecasts of airline rentals, fees, and charges calculated in accordance with the terms
of the Amended Airline Agreements are summarized in the following sections.

Airline Landing Fees
Under the terms of the Amended Airport Use Agreements, the Signatory Airlines
pay landing fees per 1,000 pounds of maximum certificated gross aircraft landed
weight to allow the City to recover certain of the operating, maintenance, and capital
costs of runways, taxiways, and other airfield facilities. The landing fees payable are
the sum of a basic landing fee and landing fees for successive airfield improvement
programs (AIP). Airlines that operate under Airport Use License Agreements also
pay landing fees at the Signatory Airline rate.

       Basic Landing Fee. A basic landing fee of $0.16 per 1,000 pounds of landed
weight is assessed. The fee is subject to change only by mutual agreement between
the City and the Signatory Airlines and has been set at the current rate since 1967.
The basic landing fee does not fully recover direct airfield operating and
maintenance expenses.

       Runway 10-28 Landing Fee. The City and the Signatory Airlines in 2005
agreed to a supplementary landing fee to pay for the estimated incremental
operating and maintenance expenses of Runway 10-28. The fee was assessed at a
rate sufficient to recover $5,000,000 in 2006, increasing $100,000 per year to
$5,400,000 in FY 2010. As part of the Runway 10-28 landing fee agreement, the City
paid, from FY 2006 to FY 2008, certain of the debt service requirements of General
Revenue Bonds issued for the runway from PFC Revenues. The supplementary
landing fee is not to be assessed under the Amended Airline Agreements.

       AIP Landing Fees. Amounts to recover annual debt service plus 20%
coverage on General Revenue Bonds issued for airfield improvement programs are
assessed as follows (the dates of project implementation and fee expiration are
provided in parentheses):

     AIP #2: Runway 8L-26R (1983-1984, September 2010)
     AIP #3: Concourse E taxiways (1994-1995, May 2021)
     AIP #4: Taxiway improvements (1997, July 2010)
     AIP #5: Runway 9R-27L reconstruction (2000, August 2023)
     AIP #6: Roadway widening and Runway 9L-27R grooving (2001, October 2024)
     AIP #7: Taxiway extensions and repairs (2002, April 2025)
     AIP #8: Taxiway repairs (2002, August 2025)
     AIP #9: Alternative fuel supply and airfield lighting (2002, December 2025)



                                       A-131
     AIP #10: Pavement repair and joint seal (2005, April 2032)
     AIP #11: Runway 10-28 (2006, August 2029)
     AIP #12: North airfield lighting vault (2006, December 2030)
     AIP #13: Demolition of FAA TRACON (2007, June 2030)
     AIP #14: Remote receiver facility relocation (2008, June 2030)
     AIP #15: Glycol storage relocation (2009, March 2030)
     AIP #16: Airport surface management system (2009, August 2014)
     AIP #17: Taxiway L extension (2010, December 2030)

AIP landing fees are adjusted each year effective May 1 to reflect landed weight
forecast for the following year and provide for the full recovery of airfield capital
investments.

Effective September 1, 2010, the Signatory Airline landing fee rate (basic and all AIP
landing fees combined) is $0.94 per 1,000 pounds of landed weight.

Airlines that are not signatory to an Amended Airport Use Agreement or an Airport
Use License Agreement pay a landing fee that is set at a premium above the
Signatory Airline rate.

In FY 2010, landing fees totaled $62,603,000, approximately 99% of which was paid
at the Signatory Airline rate.

        Forecast Assumptions. Exhibit E-1 presents the calculation of historical and
forecast landing fees. Landing fees were forecast assuming the terms of the
Amended Airline Agreements, with basic landing fee amounts forecast to increase
in proportion to the forecast landed weight presented in Exhibit E-1. AIP landing
fees, including those attributable to future bond-financed airfield improvements,
were forecast in accordance with their annual recovery amounts.

Airline Terminal Rentals, Fees, and Charges
        Terminal Rentals. Under the terms of the Amended Airline Agreements, the
Signatory Airlines pay terminal facilities rentals, on a modified commercial
compensatory basis, to allow the City to recover the amortized capital costs, plus
20% coverage, of facilities financed with General Revenue Bonds. Generally, 100%
of the capital costs of terminal facilities and 50% of the capital costs of the AGTS are
recoverable. Amortization is calculated from cost factors assuming level principal
plus interest payments over the term of the Bonds used to finance the facility,
typically 30 years.

The airlines pay rentals for (1) the CPTC buildings (landside terminal, concourses,
and mechanical building), (2) the aircraft parking aprons, (3) certain AGTS facilities,



                                        A-132
and (4) tenant facilities (finishes, equipment, and systems). The airlines pay rentals
for exclusive and preferential leased premises and their pro rata shares of rentals for
joint leased premises. Joint leased premises consist of all public space (corridors,
restrooms, and vertical circulation) and inside concession space. The share of joint
leased premises rentals paid by each airline is calculated according to a series of joint
lease formulas that take into account the square footage of premises leased and the
numbers of passengers enplaned as applicable for the rental, charge, or credit in
question. Different rental rates are charged for each concourse and tenant facility
according to the capital costs of the base building and improvements.

Also included in terminal rentals are amounts received for airline use of the City’s
domestic and international common-use facilities (check-in counters, baggage claim
facilities, federal inspection services facilities, and gates at Concourses D and E). All
common-use facilities are operated for the City by TBI Airport Management.

For the common-use facilities, amortized capital costs (calculated using substantially
the same methodology as that used to calculate rentals for exclusive and preferential
leased premises) and operations charges allocable to the facilities are recovered
through per use charges, mostly paid on the basis of numbers of passengers
enplaned or deplaned.

In FY 2010, terminal rentals, including equivalent common-use charges, totaled
$104,922,000 (before the inside concession credit, discussed below).

        Supplemental Terminal Rentals. Under the terms of the Amended Airline
Agreements, the Signatory Airlines have agreed to pay supplemental terminal
rentals in amounts of $12,000,000 in FY 2013, $8,000,000 in FY 2014, $5,000,000 in
FY 2015, and $5,000,000 in FY 2016. The City has agreed to make certain contractual
payments to the Signatory Airlines in FY 2015 and FY 2016, to the extent certain
conditions have been met, in an amount not to exceed $30,000,000. For the purposes
of this report, it was assumed that such a payment would be made in FY 2015 in an
amount equal to Net Revenues in excess of 150% of General Revenue Bond Debt
Service Requirements for the year.

       Inside Concession Credits. The Amended Airline Agreements provide for
an annual credit against Signatory Airline terminal rentals of a portion of the
revenues received by the City from food, beverage, retail, and other terminal
concessions and services. Such inside concession credit is calculated as 50% of
concession revenues after adjustments to account for certain AGTS costs and for
certain capital and operating and maintenance expenses associated with concession
space. The calculation of the inside concession credit is shown in Exhibit E-2. In
FY 2010, the credit totaled $31,569,000.




                                        A-133
       Reimbursed Expenses. The Signatory Airlines pay operations charges to
reimburse the City for certain expenses related to (1) AGTS operation and
maintenance (60% of direct operating and maintenance expenses and certain indirect
expenses), (2) fire protection services, (3) police protection services, (4) security
checkpoint services, and (5) insurance premiums for public liability, fire, and
extended coverage provided by the City. In FY 2010, such reimbursed expenses
totaled $21,370,000, excluding payments made to the City’s common-use terminal
manager.

       Common-Use Terminal Management Expenses. The City contracts
management, operation, and maintenance of common-use terminal facilities at the
Airport to TBI Airport Management. The City recovers from TBI equivalent
terminal rentals and operations charges calculated in accordance with the
methodologies of the Amended Airline Agreements. In turn, TBI recovers all such
terminal rentals, operations charges, and expenses, plus a management fee, from the
airlines through per-passenger use charges, which are set quarterly. The operating
and maintenance expenses incurred by TBI and the management fee are recorded as
Operating Expenses in Exhibit D and as Revenues in Exhibit E. In FY 2010, airline
payments made to the City through TBI totaled $23,744,000 ($17,353,000 for
international terminal operations and $6,391,000 for domestic terminal operations).

       Forecast Assumptions. Exhibit E-1 presents the calculation of historical and
forecast terminal rentals, fees, and charges. Rentals, fees, and charges for the
existing terminal complex, including inside concession credits, were forecast
assuming the application of the principles, formulas, and procedures of the
Amended Airline Agreements. Most rentals to recover the amortized costs of the
original CPTC buildings opened in 1980 expired in FY 2010.

Forecast debt service requirements allocable to the domestic terminal building,
international terminal building, terminal apron, tenant facility, and AGTS cost
centers are shown in Exhibit C. Airline revenues were calculated, in accordance
with the terms of the Amended Airline Agreements, assuming cost factors with
amortization typically over 30 years. Such revenues were forecast as a share of
allocable debt service plus 20% coverage equaling approximately 90% for the
domestic and international terminal buildings, 100% for the terminal aprons and
tenant facilities, and 50% for the AGTS.

Historically, revenues generated from concession outlets in the atrium have been
excluded from the calculation of the inside concession credit. Such exclusion has
been a point of dispute between the City and the airlines. As provided for in a
settlement that is part of the Amended Airline Agreement, beginning in FY 2011, the
City will include atrium concession revenues in the calculation of the inside
concession credit, and the Signatory Airlines will pay the City amortization charges
attributable to the City’s investment in constructing the atrium. The inside




                                      A-134
concession credit calculated under the terms of the Amended Airline Agreements is
forecast to increase relative to historical amounts as a result of these changes.

Reimbursed operating expenses were forecast assuming the continued application of
the principles, formulas, and procedures of the Amended Airline Agreements.
Reimbursements for services provided by the common-use terminal manager were
forecast assuming full recovery of allocable operating expenses. It was assumed that
reimbursed operating expenses will increase beginning in FY 2013 as a result of the
recovery of increased operating expenses related to the MHJIT.

Fuel System Fees
The City, Delta, and an airline consortium each operate one of three City-owned fuel
farms at the Airport. The lease for the fuel farm operated by Delta expired in 2001
and has since been extended month-to-month. The lease for the fuel farm operated
by the airline consortium expired in September 2010. The City is in negotiations
with the airlines serving the Airport regarding new arrangements for consolidated
fuel farm operations.

For the purposes of this report, it was assumed that the rate base requirements for
the consolidated fuel system, including debt service plus 20% coverage for future
Bond-financed improvements, will be recovered in full through fuel system fees
beginning in FY 2011. It was assumed that fuel farm operating and maintenance
expenses will continue to be paid directly by the airlines to a third-party operator;
accordingly, such expenses are not recorded as Operating Expenses in Exhibit D.

Airline-Paid Expenses
Each airline is responsible for maintaining its exclusive and preferential leased
premises and for paying its pro rata share of the costs of maintaining joint leased
premises, as determined by joint lease formula. In addition to terminal rentals, fees,
and charges paid to the City, airlines serving the Airport make payments directly to
the Atlanta Airlines Terminal Corporation (AATC) for terminal operations and
maintenance. AATC was formed by the Signatory Airlines expressly for the
purpose of maintaining and operating joint leased premises. Under the terms of the
Amended Airline Agreements, operating expenses incurred by AATC are allocated
to the airlines by joint lease formula.

As the CPTC operating and maintenance expenses incurred by AATC are paid
directly by the airlines, they are not recorded as Operating Expenses in Exhibit D. In
FY 2010, such airline payments to AATC totaled $47,492,000.

       Forecast Assumptions. For the purposes of this report, it was assumed that
the services currently provided by AATC will continue to be provided by the same
or a similar entity, and that the airlines will continue to make payments for such
services directly to that entity. Such payments are shown separately in Exhibit E-1.



                                       A-135
Airline Payments per Enplaned Passenger
Exhibit E-1 presents the calculation of airline landing fees, terminal rentals, and
other charges paid by the passenger airlines serving the Airport and summarizes the
total of all such airline payments per enplaned passenger. In FY 2010, airline
payments per enplaned passenger to the City averaged $3.93 (including $0.53 paid
through TBI) and to AATC averaged $1.02, for a combined average airline payment
of $4.95 per enplaned passenger.

INSIDE CONCESSION REVENUES
Since 1992, the City has expanded and upgraded facilities for concessions and
passenger services in the passenger terminal complex. In addition to space
throughout the boarding level of the concourses, large concession areas are provided
at the midpoints of Concourse A (28,000 square feet, opened in 1992), Concourse B
(25,000 square feet, opened in 1994), and in the landside terminal building atrium
(43,000 square feet, opened in 1995). The City opened approximately 5,000 square
feet of additional concession space at the south half of Concourse D in 2006, and
approximately 5,000 square feet of additional space in the landside building in 2010.

The passenger terminal complex now provides approximately 240,000 square feet of
concession space accommodating approximately 250 concession and service outlets.
Overall, these outlets generated $416,173,000 in gross revenues (sales) in FY 2010.
The City plans to develop additional concession space in the MHJIT (60,000 square
feet, 2012), at the midpoint of Concourse D (20,000 square feet, 2013), at Concourse T
(10,000 square feet, 2014), and at the midpoint of Concourse C, (20,000 square feet,
2015).

In FY 2010, revenues received by the City (before distribution of the inside
concession credit to the airlines) from the operators of concessions and services in
the passenger terminal complex were as follows:


                                            Inside concession    Percent
                                                revenues         of total
             Food and beverage                 $26,927,000        36.3%
             Retail merchandise                 21,555,000        29.1
             Duty free                           9,550,000        12.9
             Communication services              3,172,000         4.3
             Other services                      6,212,000         8.4
             Advertising                         6,240,000         8.4
             Other                                 503,000         0.6
                Total                          $74,159,000       100.0%




                                       A-136
The revenues paid to the City in FY 2010 were equivalent to 17.0% of gross
concession revenues.

An adjustment is included in Exhibit E to reconcile the historical inside concession
revenues as reported in monthly concession business reports and as reported in the
City’s financial statements.

Food and Beverage
Approximately 110 food and beverage outlets are operated in the terminal complex
by four prime concessionaire joint ventures: Concessions/Paschals, operating in the
landside terminal building and Concourses A, B, and C; Host/Taco Joy, operating in
Concourses T, A, B, and D; Hojeij Branded Foods, operating in Concourse E; and
Jackmont/Global, also operating in Concourse E. Many individual food and
beverage outlets are operated under subcontract, typically by disadvantaged
business enterprises. In FY 2010, gross revenues for food and beverage concessions
totaled $230,440,000, equivalent to $5.08 per enplaned passenger.

The concession agreements require concessionaires to make minimum investments
in existing outlets at specified times during the term of the agreements. Investments
typically involve upgrading furnishings and fixtures, improving service offerings,
and “rebranding” underperforming outlets. Most food and beverage outlets were
upgraded in late 2007 and early 2008.

The City receives from the prime concessionaires rentals calculated as a percentage
of gross revenues at rates mostly between 8% and 16% against minimum annual
guaranteed amounts under agreements that extend to November 2011 (Host
Taco/Joy), January 2012 (Concessions/Paschals), March 2013 (Hojeij Branded
Foods), and July 2013 (Jackmont/Global). (The Hojeij and Jackmont/Global
agreements for Concourse E contain options for 3-year extensions.) The minimum
guaranteed amounts are adjusted annually for inflation. In FY 2010, the City
received $26,927,000 in food and beverage rental revenues, 11.7% of gross revenues.

Food and beverage revenues were forecast to increase as a function of numbers of
enplaned passengers and price inflation, with allowances for the addition of the
revenues from the atrium concessions and additional concession facilities to be
constructed. It was assumed that, beginning in mid-FY 2013, following expiration of
the agreements for outlets on the domestic concourses, the average percentage rental
paid to the City will increase to 15.0%.

Retail Merchandise
Approximately 140 news, gift, and other retail merchandise concession outlets are
operated in the terminal complex. The City has entered into separate retail
concession agreements for packages of outlets, generally grouped by concourse area.
Many individual outlets are operated under subcontracts, typically by
disadvantaged business enterprises. In FY 2010, gross revenues for retail


                                      A-137
merchandise concessions totaled $100,514,245, equivalent to $2.22 per enplaned
passenger.

In June 2008, the City entered into new retail concession agreements for the landside
terminal building and domestic concourses (each for 7 years with one 3-year option)
with four prime concessionaire joint ventures: Areas ARM (Concourses B-south, C,
and D); HSTA (atrium north, Concourses T, A-north, and B-north); Paradies (atrium
south and Concourse A-south), and L’Occitane (Concourse A). Under the
agreements, which became effective in September 2008, retail sales have increased as
the result of enhanced retail offerings and the promotion of local attractions. Host
NCM is the prime concessionaire for Concourse E retail outlets under terms of an
agreement that extends to 2012.

Under the terms of the retail concession agreements, the City receives rentals
calculated as a percentage of gross revenues at rates between 8% and 25% against
minimum annual guaranteed amounts calculated as the greater of $17,400,000 or
85% of the prior year’s percentage rent. In FY 2010, the City received $21,555,000 in
retail merchandise rental revenues, 22.4% of gross revenues.

Retail merchandise revenues were forecast to increase as a function of numbers of
enplaned passengers and price inflation, with allowances for the addition of
revenues from the atrium concessions and additional concession facilities to be
constructed during the forecast period.

Duty Free
A duty free shop is operated on Concourse E by the Aldeasa Atlanta Dutyfree joint
venture under an agreement that became effective in November 2007 and extends to
November 2012 (with a 3-year option to extend). (The shop was redeveloped and
expanded in 2007 from 5,500 square feet to 7,600 square feet.) A small duty-free
outlet (670 square feet) opened in July 2008 on Concourse T, where some Delta
international flights depart. In FY 2010, gross revenues for the duty free concession
totaled $21,243,000, equivalent to $4.80 per international enplaned passenger. In
FY 2010, gross revenues were 31% higher than in FY 2007.

Under the agreement, the City receives rentals calculated as 30% of gross revenues
against a minimum annual guaranteed amount calculated as the greater of
$9,550,000 or 85% of the prior year’s percentage rent. In FY 2010, the City received
duty free rentals of $9,550,000, 45.0% of gross revenues. Between FY 2007 and
FY 2010, duty free rental revenues received by the City almost tripled, reflecting a
combination of higher sales and higher returns to the City.

Duty free revenues were forecast to increase as a function of numbers of
international enplaned passengers and price inflation, assuming the greater of the
minimum annual guaranteed amount or 30% of gross revenues as specified in the




                                      A-138
agreement, with allowances for an increase in sales from additional duty free
concession facilities at the MHJIT (11,000 square feet).

Other Concessions and Services
Other concessions and passenger services from which the City derives revenues
include spa and personal services, sleeping rooms, public telephones, WiFi and
wireless communication services, advertising, currency exchange, baggage carts,
business centers, a bank, automated teller machines, shoe shines, Georgia Lottery
outlets, and a post office. The City plans to operate a 2,000-square foot airline
passenger lounge in the MHJIT on a common-use basis.

The public telephone concessionaire, Kellee Communications, pays the City fees
calculated as a percentage of gross revenues against minimum annual guaranteed
amounts. The current agreement took effect in June 2006 and extends to June 2011
with an option to extend for a further 5 years. In FY 2010, the City received $472,000
from public telephones and related services, down from a high of $5,137,000 in 2001,
as mobile phones have become common. Public telephone revenues were forecast at
the minimum guaranteed amounts.

In 2005, the City executed agreements with two cellular telephone providers and
three wireless Internet providers. These agreements provide for the payment of fees
for the use of City cellular and WiFi infrastructure, as well as initial setup and
capital recovery fees. The City plans to offer free wireless Internet access in the
terminal complex, but expects the foregone revenues will be more than offset by
advertising revenues to be derived from the wireless Internet access service. For the
purposes of this report, no wireless Internet revenues were assumed after January
2011. Other WiFi revenues were forecast to increase with price inflation.

In FY 2010, revenues received by the City under various agreements for advertising
and other concessions and services totaled $16,127,000, equivalent to $0.36 per
enplaned passenger. Such revenues were forecast to increase with numbers of
enplaned passengers and inflation. Allowances were also included for additional
spa, personal services, and other concessions being developed by the City.

PARKING AND GROUND TRANSPORTATION REVENUES
Public Parking
The City provides public parking spaces in garages adjacent to the landside terminal
building (Hourly and Daily parking), in Economy lots within walking distance of
the terminal building, and in remote Park-Ride lots served by shuttle buses. Spaces
are also provided in Gold Reserve and Park-Ride Reserve lots that are accessible
only to patrons holding City-issued debit cards. The number of spaces and parking
rates for each facility as of July 2010 were as follows:




                                      A-139
                                 Spaces                 Parking rates
         Garages
           Hourly parking         2,730     $2 per hour for first 2 hours
                                            $3 per hour for next 4 hours
                                            $28 per day
           Daily parking         10,100     $2 per hour, $16 per day
         Economy lots             6,930     $2 per hour, $12 per day
         Park-Ride lots           7,640     $2 per hour, $9 per day
         Park-Ride Reserve lot    1,330     $3 per hour for first hour
                                            $1 per hour for each additional hour
                                            $12 maximum per day (by debit card)
         Gold Reserve lots         940      $3 per hour for first hour
                                            $1 per hour for each additional hour
                                            $24 maximum per day (by debit card)

           Total                 29,670


Parking rates were increased in July 2010. Hourly rates were increased as follows:
$2 per hour for first 2 hours (increase from $1), $3 per hour for next 4 hours (increase
from $2), $28 per day (unchanged). Daily garage rates were increased from $14 to
$16 per day. Economy lot rates were increased from $10 to $12 per day. Before
July 2010, parking rates were last increased in July 2006, when Daily garage rates
were increased from $12 to $14 per day and Economy lot rates were increased from
$8 to $10 per day. Park-Ride lot rates were last increased in October 2000, from $6 to
$9 per day.

Private operators that provide shuttle bus service to and from the landside terminal
building provide additional parking spaces off-Airport numbering approximately
20,000. Off-Airport parking rates are competitive with those charged at the City’s
Economy and Park-Ride lots.

The parking facilities and associated shuttle bus system are operated for the City by
Standard Parking Corporation under a management agreement that became
effective in October 2009. The agreement has a term of 3 years (with provision for a
2-year extension). Standard Parking replaced Parking Company of America, which
had operated parking facilities at the Airport since 1985. The parking operator
receives a fixed management fee, adjusted annually for inflation.

In FY 2010, gross parking revenues totaled $95,577,000 and operating expenses and
management fees totaled $21,359,000, yielding net revenues of $74,218,000. Gross
parking revenues in FY 2010 were equivalent to $6.50 per originating passenger.



                                          A-140
Parking revenues were forecast assuming that:

     1. Parking demand will change from FY 2010 levels with numbers of
        originating passengers.

     2. Approximately 1,200 short-term spaces will be provided in the garage at the
        MHJIT and an additional 4,000 long-term spaces will be provided at a lot at
        the east side of the Airport served by shuttle buses to and from the MHJIT,
        all to be available when the terminal opens in 2012.

     3. Parking rates will not be increased during the forecast period from the rates
        that became effective in July 2010.

Rental Cars
All rental car companies operating at the Airport (whether previously operating
on-Airport or off-Airport) have executed agreements to occupy premises at the
consolidated rental car center. Such agreements cover the operating, financing, and
business arrangements for the rental car center, as well as the payment of fees
calculated as 10% of gross receipts (subject to minimum guaranteed amounts) for the
privilege of serving customers at the Airport. (Before their relocation to the rental
car center, the on-Airport rental car companies operated under concession
agreements that also provided for the payment of privilege fees at 10% of gross
receipts.) As the rental car companies have relocated to the rental car center, they no
longer occupy counters in the landside terminal building.

As of July 2010, 11 rental car companies provided services from the rental car center.
The rental car companies and their shares of gross revenues in FY 2010 are as
follows:


                    Hertz                  $ 82,993,000    29.5%
                    Avis                     59,125,000    21.0
                    Alamo/National           61,519,000    21.8
                    Enterprise               29,894,000    10.6
                    Budget                   15,708,000     5.6
                    Dollar                   15,070,000     5.3
                    Thrifty                  13,002,000     4.6
                    EZ                        3,475,000     1.2
                    Global                      560,000     0.2
                    Payless                     549,000     0.2
                    iTravel                     123,000     0.0
                        Total              $282,018,000   100.0%




                                       A-141
In FY 2010, rental car privilege fees received by the City totaled $27,850,000,
equivalent to $1.89 per originating passenger. Such revenues were forecast to
change in proportion to forecast numbers of originating passengers and with
inflation.

The operating and maintenance expenses of the rental car center and the SkyTrain
are included in Operating Expenses as shown in Exhibit D.

As discussed in the earlier section “Customer Facility Charge Revenues and Other
Funds,” revenues are derived by the City from the imposition of a customer facility
charge (CFC) paid by all rental car customers at the Airport. It was assumed that the
operating expenses of the SkyTrain system will be fully paid from CFC Revenues
and contributions from the City of College Park, as shown in Exhibit E. It was also
assumed that the operating and maintenance expenses of the rental car center itself
will be paid by the rental car companies, as shown in Exhibit E.

Before the opening of the rental car center, certain of the rental car companies leased
on-Airport sites totaling 26.4 acres for their vehicle ready-return, maintenance, and
storage facilities. Beginning in mid-FY 2010, the rental car companies pay land
rentals on approximately 50 acres at the rental car center site at a rate calculated to
allow the City to recover its investment in purchasing and improving the land. Such
rentals are included in Exhibit E under “land rentals.”

Other Ground Transportation
The City derives revenues from taxicab, limousine, hotel and motel shuttle,
off-Airport parking shuttle, and other commercial ground transportation services,
mostly assessed as per trip charges. In FY 2010, such revenues totaled $1,577,000,
equivalent to $0.11 per originating passenger, and were forecast to change with
forecast numbers of originating passengers and inflation.

It was assumed that, effective January 2011, off-Airport parking companies will pay
privilege fees to the City equal to 8% of their gross revenues instead of per trip
charges.

OTHER REVENUES
Land and Building Rentals
The City derives revenues from the lease of approximately 900 acres of Airport land.
Such leased land includes that occupied by Delta’s corporate headquarters, Delta’s
Technical Operations Center, cargo and other facilities in the CTSA, and
nonaeronautical tenants, such as the rental car companies. In FY 2010, land rental
revenues totaled $17,407,000.

Most Airport land leases provide for a standard lease rate of $0.37 per square foot
per year, subject to a 6.5% increase every 5 years. Certain leases, for land acquired in



                                       A-142
the 1970s, provide for rental rates of $0.06 per square foot per year, increasing to the
standard rate upon expiration of the leases. The remaining land leases provide for
fixed rental rates throughout their terms.

Building rentals, which totaled $14,735,000 in FY 2010, consist of rentals for the fixed
base operator’s facilities and from cargo buildings in the north and south cargo
complexes and CTSA. Such building rentals have historically been based on the
recovery of capital costs without provision for escalation.

For the purposes of this report, it was assumed that land and building rentals will
increase in accordance with the provisions of the leases. Included in the forecasts
are base rentals for the rental car center offset by the loss of rentals from the
previous on-Airport rental car sites.

Miscellaneous Revenues
Miscellaneous revenues, derived from various sales and recoveries of expenses,
totaled $5,721,000 in FY 2010. Such revenues were forecast to increase with inflation.

Interest income accounted for as Revenues in Exhibit E is derived from the
investment of Department of Aviation operating funds and available balances in (or
loans from) the Renewal and Extension Fund. In FY 2010, interest income totaled
$12,333,000 ($1,681,000 from operating funds and $13,079,000 from the Renewal and
Extension Fund. Interest income from operating funds is forecast to increase from
the FY 2010 amount in proportion to forecast increases in the operating budget.
Interest income from the Renewal and Extension Fund is forecast to average
approximately $6 million per year plus 7.0% interest on a $60,000,000 loan made to
fund rental car center costs (to be paid from CFC Revenues).

APPLICATION OF GENERAL REVENUES
Exhibit G presents the historical and forecast application of General Revenues.

Under the Bond Ordinance, all Airport Revenues except PFC Revenues and
Released Revenues are to be deposited into the Revenue Fund and allocated to the
appropriate accounts therein, including the General Revenue Account. Amounts
deposited into the General Revenue Account are applied or deposited into the
funds, accounts, and subaccounts established under the Bond Ordinance, as follows:

      Operating Expenses. Pay all expenses reasonably incurred in operating,
maintaining, and repairing Airport facilities, including any facilities financed with
PFC Revenue Bonds.

      Sinking Fund. Make payments into the Interest and Principal Subaccounts of
the Payments Account to meet all Debt Service Requirements of General Revenue
Bonds.




                                        A-143
      Debt Service Reserve Account. Make any payments needed to meet the
Debt Service Reserve Requirements of outstanding General Revenue Bonds. (No
such payments are forecast to be required.)

       Rebate Account. Make any payments due the U.S. government as arbitrage
rebate payments. (No such payments are forecast to be required.)

       Renewal and Extension Fund. Amounts remaining after all other funding
requirements of the Bond Ordinance have been met are retained for other Airport
purposes, including:

     x   Funding capital improvements to the Airport
     x   Funding operating and other reserve accounts
     x   Redeeming or purchasing Bonds prior to their maturities

       General Revenue Enhancement Subaccount. Amounts may also be
transferred from the Renewal and Extension Fund to the General Revenue
Enhancement Subaccount. Any amounts on deposit in this subaccount are
accounted for as General Revenues in computing the coverage by Net Revenues of
Debt Service Requirements for General Revenue Bonds. (No such transfers to the
subaccount were assumed.)

APPLICATION OF PFC REVENUES
Exhibit F presents the historical and forecast application of PFC Revenues.

        PFC Revenue Fund. Under the Bond Ordinance, all PFC Revenues are
deposited into the PFC Revenue Fund and used to pay the approved costs of PFC
Facilities, either to pay project costs directly or to pay debt service on PFC Revenue
Bonds. Under the Bond Ordinance, amounts remaining in the PFC Revenue Fund
after the payment of project costs (together with any amounts in the PFC Revenue
Bond Account of the Sinking Fund) must, at all times, be sufficient to cover all PFC
Revenue Bond debt service payments to be made during the succeeding year.

       PFC Revenue Enhancement Account. Amounts in the PFC Revenue Fund
may also be transferred to the PFC Revenue Enhancement Account. Any amounts
on deposit in this account are accounted for as PFC Revenues in computing the
coverage by PFC Revenues of Debt Service Requirements for PFC Revenue Bonds.
(In the forecasts presented in Exhibit F, no deposits to this account were assumed.)

DEBT SERVICE COVERAGE
General Revenue Bonds
Exhibit G presents the calculation of debt service coverage for General Revenue
Bonds. Debt service coverage (Net Revenues divided by the Debt Service
Requirements of all outstanding and future General Revenue Bonds) is forecast to
exceed the 120% requirement of the Rate Covenant of the Bond Ordinance. The


                                       A-144
forecasts presented in Exhibit H demonstrate compliance with the 130% coverage of
Maximum Annual Debt Service required by the Additional Bonds Test with respect
to the proposed 2010A Bonds and 2011A Refunding Bonds.

General Revenues not required for the payment of Operating Expenses and debt
service on General Revenue Bonds (i.e., amounts otherwise available for deposit to
the Renewal and Extension Fund) are to be available for the payment of debt service
on PFC Revenue Hybrid Bonds. (No such payments are forecast to be required
during the forecast period.)

PFC Revenue Bonds
Exhibit F presents the calculation of forecast debt service coverage for PFC Revenue
Hybrid Bonds. The forecasts presented in Exhibit H demonstrate compliance with
the 130% coverage of Maximum Annual Debt Service required by the Additional
PFC Bonds Test with respect to the proposed 2010B PFC Bonds.

STRESS TEST FINANCIAL PROJECTIONS
Exhibit I-1 summarizes the forecast financial results through FY 2015 as presented in
Exhibits A through G and discussed in the preceding sections. Revenues and
expenses were forecast assuming the base case forecasts of enplaned passengers
presented in Table 27 in the earlier section “Forecast Assumptions.”

Exhibit I-2 summarizes projected financial results through FY 2015 associated with
the stress test passenger forecasts of enplaned passengers presented in Table 27.

For the stress test financial projections, the Capital Improvement Plan shown in
Exhibit A was assumed to be implemented on the same schedule assumed for the
base case forecasts, notwithstanding the reduced passenger traffic, and to be
financed with the same sources of Bond proceeds and other funds.

The assumptions underlying the stress test financial projections are the same as
those for the base case financial forecasts, except (1) revenues related to passenger
numbers, such as PFC Revenues, concession revenues, parking revenues, and rental
car revenues, are projected to be lower; (2) basic landing fees are projected to be
lower to reflect the reduced landed weight; (3) terminal rental revenues are
projected to be higher because of reduced inside concession credits; and (4) certain
operating and maintenance expenses are projected to be lower to reflect the lower
passenger numbers.

Under the stress test, General Revenue Bond debt service coverage ratios are
projected exceed the 120% requirement of the Rate Covenant; reduced annual PFC
Revenues and balances in the PFC Revenue Fund are projected to be available for
investment in future projects; and required airline payments per passenger are
projected to increase relative to those for the base case forecast.




                                      A-145
                                                                                                                                               Exhibit A
                                                                                                                                  CAPITAL IMPROVEMENT PLAN
                                                                                                                           Hartsfield-Jackson Atlanta International Airport
                                                                                                                                        (dollars in thousands)

                                                                                                                                                                                                           Renewal and
                                                          Project               AIP grants
                                                                      _______________________                                        PFC Revenue Hybrid Bonds
                                                                                                  Tenant, TSA, PFC revenues ____________________________________                               Subtotal     Extension                     General Revenue Bonds
                                                                                                                                                                                                                          ___________________________________________________
                                                         costs
                                                      __________        Entitlement
                                                                       __________ Discretionary and CFC funds pay-as-you-go __________ Series 2010B __________
                                                                                       __________ __________    __________   Prior Series  __________      All Series                       PFC funds
                                                                                                                                                                                           __________         Fund
                                                                                                                                                                                                           __________     __________ Series 2010A Series 2011B __________
                                                                                                                                                                                                                           Prior Series __________    __________  All Series
        Runway 10-28
        Property acquisition                          $    390,000 $       -            $       -     $       -        $   390,000       $       -       $       -           $       -     $   390,000     $       -      $       -     $       -        $       -      $       -
        Design and construction                            819,372 __________
                                                       __________       66,455              179,000
                                                                                        __________            -
                                                                                                      __________            70,703
                                                                                                                       __________            187,949
                                                                                                                                         __________              -
                                                                                                                                                         __________              187,949
                                                                                                                                                                             __________        258,652
                                                                                                                                                                                           __________              -
                                                                                                                                                                                                           __________         315,265
                                                                                                                                                                                                                          __________            -
                                                                                                                                                                                                                                        __________               -
                                                                                                                                                                                                                                                         __________         315,265
                                                                                                                                                                                                                                                                        __________
            Total Runway 10-28                        $ 1,209,372 $     66,455          $   179,000   $       -        $   460,703       $   187,949     $       -           $   187,949   $   648,652     $       -      $   315,265   $       -        $       -      $   315,265
                                                              100%           5%                 15%             0%             38%               16%               0%                16%           54%               0%           26%             0%               0%           26%
                                   Future projects:   $        -   $       -            $       -     $       -        $       -         $       -       $       -           $       -     $       -       $       -      $       -     $       -        $       -      $       -
        Airfield Projects (2000-2009)
        Runway 9R-27L reconstruction                  $      53,660   $    13,330       $     9,990   $       -        $          -      $         -     $          -        $       -     $         -     $       -      $    30,340   $       -        $       -      $    30,340
        Surface movement guidance system                     15,911           -                 -             -                15,911              -                -                -            15,911           -              -             -                -              -
        Airfield lighting system                              5,513           -                 -             -                 5,513              -                -                -             5,513           -              -             -                -              -
        Taxiway connectors and intersections                 11,159           -                 -             -                   -             11,159              -             11,159          11,159           -              -             -                -              -
        Runway 8R-26L reconstruction                         88,345           -               6,682           -                81,663              -                -                -            81,663           -              -             -                -              -
        Airfield pavement replacement                       109,987         8,086               -             -                91,251              612              -                612          91,863           -           10,038           -                -           10,038
        Taxiway L extension                                  71,292         8,340             5,325           -                16,242           35,877              -             35,877          52,119           -            5,508           -                -            5,508
        Runway 8R end-around Taxiway V                       51,563           -              26,000           -                25,563              -                -                -            25,563           -              -             -                -              -
        Runway safety areas                                   6,507           -               2,291           -                 3,777              -                -                -             3,777           -              439           -                -              439
        South airfield earthworks                            70,000           -                 -             -                70,000              -                -                -            70,000           -              -             -                -              -
        Airfield Projects (2010-2014)                                                                                                                                                -                                                                                          -
        Taxiway SC and SJ extensions                       33,005          12,000               -             -             21,005               -                -                  -          21,005             -              -             -                -              -
        Runway 9L-27R east extension                       46,625          12,000             5,000           -             29,625               -                -                  -          29,625             -              -             -                -              -
        Pavement replacement Taxiways L-M                  16,599           8,000               -             -              8,599               -                -                  -           8,599             -              -             -                -              -
        Deicing pads                                       37,000             -                 -             -                -                 -                -                  -             -               -              -             -             37,000         37,000
        Runway 8L-26R reconstruction                       72,000           8,000            10,000           -             54,000               -                -                  -          54,000             -              -             -                -              -
        Other airfield projects                             8,906             -                 656           -              8,250               -                -                  -           8,250             -              -             -                -              -
        Runway approach protection                         27,000             -              18,500           -              3,500               -                -                  -           3,500             -              -           5,000              -            5,000
        Electrical supply for lighting vaults               5,000             -               2,500           -              2,500               -                -                  -           2,500             -              -             -                -              -
A-146




        Airfield repair and maintenance                    22,000
                                                      __________              -
                                                                      __________                -
                                                                                        __________            -
                                                                                                      __________               -
                                                                                                                       __________                -
                                                                                                                                         __________               -
                                                                                                                                                          __________                 -
                                                                                                                                                                             __________            -
                                                                                                                                                                                           __________           22,000
                                                                                                                                                                                                           __________             -
                                                                                                                                                                                                                          __________            -
                                                                                                                                                                                                                                        __________               -
                                                                                                                                                                                                                                                         __________             -
                                                                                                                                                                                                                                                                        __________
         Total other airfield projects                $     752,072 $      69,756 $          86,944 $         -        $      437,399 $         47,648 $            -        $    47,648 $       485,047 $      22,000 $       46,325 $       5,000 $         37,000 $       88,325
                                                               100%            9%               12%               0%              58%                6%                 0%             6%            64%            3%              6%           1%               5%            12%
                                  Future projects:    $     268,135 $      40,000 $          36,656 $         -        $      127,479 $            -    $           -        $       -    $      127,479 $      22,000 $          -    $      5,000 $         37,000 $       42,000
                                                               100%           15%               14%               0%              48%                0%                 0%             0%            48%            8%              0%           2%              14%            16%
        Terminal Projects (2000-2009)
        Concourse E four-gate addition                $      39,000   $        -        $       -     $       -        $          -      $         -     $          -        $       -     $         -     $       -      $    39,000   $       -        $       -      $    39,000
        Terminal projects (2001-2006)                       126,250            -                -             -                   -                -                -                -               -             -          126,250           -                -          126,250
        Central plant equipment replacement                  19,118            -                -             -                   -                -                -                -               -             -           19,118           -                -           19,118
        Hold baggage screening facilities                   181,234            -             37,915        80,650              43,828           15,884              -             15,884          59,712           -            2,957           -                -            2,957
        Security checkpoint improvements                     45,000            -                -             -                40,000              -                -                -            40,000         5,000            -             -                -              -
        Concourse D common use facilities                    20,000            -                -             -                15,000              -                -                -            15,000         5,000            -             -                -              -
        Terminal upgrade projects (2004-2005)                20,167            -                -             -                   -                -                -                -               -          20,167            -             -                -              -
        Terminal upgrade projects (2006-2007)                30,353            -                -             -                   -                -                -                -               -             -           30,353           -                -           30,353
        AGTS upgrades (2000-2009)                            96,844            -                -             -                   -              3,410              -              3,410           3,410        43,031         50,403           -                -           50,403
        Other CPTC projects (CP funded)                      60,500            -                -             -                   -                -                -                -               -             -              -             -             60,500         60,500
        Concourse C north improvements                       43,250            -                -             -                   -                -                -                -               -             -           20,000           -             23,250         43,250
        Tenant airline projects                              17,111            -                -             -                 3,561              -                -                -             3,561           -              -             -             13,550         13,550
        Terminal Projects (2010-2014)                                                                                                                                                -                                                                                          -
        Concourse D midpoint expansion                     47,472             -                 -             -                -                 -                -                  -             -               -              -             -             47,472         47,472
        Concourse C midpoint expansion                     56,573             -                 -             -                -                 -                -                  -             -               -              -             -             56,573         56,573
        Pedestrian connectors                              28,608             -                 -             -             28,608               -                -                  -          28,608             -              -             -                -              -
        HVAC system replacement                            62,018             -                 -             -                -                 -                -                  -             -               -              -             -             62,018         62,018
        Design for AGTS capacity                            6,665             -                 -             -              6,665               -                -                  -           6,665             -              -             -                -              -
        Concourse T North expansion                       214,000             -                 -             -            192,600               -                -                  -         192,600             -              -             -             21,400         21,400
        Concourse D north upgrades                         25,000             -                 -             -                -                 -                -                  -             -               -              -             -             25,000         25,000
        Other upgrade projects                             49,085             -                 -             -              3,700               -                -                  -           3,700             -              -             -             45,385         45,385
        Telecommunications upgrades                        10,836             -                 -             -                -                 -                -                  -             -             9,825            -             -              1,011          1,011
        Other CPTC projects                                48,273             -                 -            826             3,483               -                -                  -           3,483           3,964            -             -             40,000         40,000
        Electrical, mechanical, and HVAC                   50,993             -                 -             -                -                 -                -                  -             -               -            7,739           -             43,254         50,993
        Escalator and elevator upgrades                    68,476             -                 -             -                -                 -                -                  -             -               -            8,377           -             60,099         68,476
        AGTS upgrades                                      26,724
                                                      __________              -
                                                                      __________                -
                                                                                        __________            -
                                                                                                      __________               -
                                                                                                                       __________                -
                                                                                                                                         __________               -
                                                                                                                                                          __________                 -
                                                                                                                                                                             __________            -
                                                                                                                                                                                           __________            8,163
                                                                                                                                                                                                           __________             -
                                                                                                                                                                                                                          __________            -
                                                                                                                                                                                                                                        __________            18,561
                                                                                                                                                                                                                                                         __________          18,561
                                                                                                                                                                                                                                                                        __________
         Subtotal terminal projects                   $   1,393,550 $          -        $    37,915 $      81,476 $           337,445 $         19,294 $            -        $    19,294 $       356,739 $      95,150 $      304,197 $         -        $   518,073 $      822,270
                                                               100%                0%             3%           6%                 24%                1%                 0%             1%            26%            7%            22%               0%           37%            59%
                                  Future projects:    $     834,702 $          -        $       -    $        826 $           238,617 $            -    $           -        $       -    $      238,617 $      21,952 $       55,234 $         -        $   518,073 $      573,307
                                                               100%                0%             0%           0%                 29%                0%                 0%             0%            29%            3%             7%               0%           62%            69%


                                                                                                                                                                                                                                                                        10/20/10
        Exhibit A (page 2 of 2)
        CAPITAL IMPROVEMENT PLAN
        Hartsfield-Jackson Atlanta International Airport
        (dollars in thousands)
                                                                                                                                                                                                        Renewal and
                                                        Project              AIP grants
                                                                   _______________________                                        PFC Revenue Hybrid Bonds           Subtotal
                                                                                               Tenant, TSA, PFC revenues ________________________________________________                                Extension                    General Revenue Bonds
                                                                                                                                                                                                                      ___________________________________________________
                                                       costs
                                                    __________       Entitlement
                                                                    __________ Discretionary and CFC funds pay-as-you-go __________ Series 2010B __________
                                                                                    __________ __________    __________   Prior Series  __________      All Series  PFC funds
                                                                                                                                                                   __________                              Fund
                                                                                                                                                                                                        __________    __________ Series 2010A Series 2011B __________
                                                                                                                                                                                                                       Prior Series __________    __________  All Series

        Maynard H. Jackson, Jr. International Terminal (MHJIT)
        Site preparation and enabling projects $    220,337 $       -                  $       -          $       -     $    83,077   $    10,141      $       -        $    10,141      $    93,218    $       -     $   127,119      $       -        $       -       $   127,119
        Terminal building                           820,912         -                          -               20,476       163,693       259,586          232,557          492,143          655,836            -          80,202           64,398              -           144,600
        Aircraft parking apron and fuel system      106,251       8,455                     16,000                -             -             -             46,194           46,194           46,194            -             -             35,602              -            35,602
        AGTS extension                              181,584         -                          -                  -          75,000        31,169           51,606           82,775          157,775            -          23,809              -                -            23,809
        Terminal parking structure                   32,993         -                          -                  -             -             -                -                -                -            2,993           -             30,000              -            30,000
        Long-term parking lot                        20,000         -                          -                  -             -             -                -                -                -           20,000           -                -                -               -
        Commercial vehicle lot                         9,105        -                          -                  -             -             -                -                -                -            9,105           -                -                -               -
        Roadway projects                            117,294 __________
                                                __________          -                          -
                                                                                       __________                 -
                                                                                                          __________         28,074
                                                                                                                        __________         19,577
                                                                                                                                      __________            69,643
                                                                                                                                                       __________            89,220
                                                                                                                                                                        __________           117,294
                                                                                                                                                                                         __________             -
                                                                                                                                                                                                        __________            -
                                                                                                                                                                                                                      __________               -
                                                                                                                                                                                                                                       __________               -
                                                                                                                                                                                                                                                        __________              -
                                                                                                                                                                                                                                                                        __________
         Total MHJIT                                $   1,508,476 $        8,455 $          16,000 $           20,476 $     349,844 $     320,473 $        400,000 $        720,473 $        1,070,317 $     32,098 $     231,130 $        130,000 $           -        $   361,130
                                                             100%             1%                1%                 1%           23%           21%              27%              48%                71%           2%           15%               9%                 0%           24%
                                 Future projects:   $   1,508,476 $        8,455 $          16,000 $           20,476 $     349,844 $     320,473 $        400,000 $        720,473 $        1,070,317 $     32,098 $     231,130 $        130,000 $           -        $   361,130
                                                             100%             1%                1%                 1%           23%           21%              27%              48%                71%           2%           15%               9%                 0%           24%
        Consolidated Rental Car Center
        Land acquisition and site development       $    50,622    $        -          $       -          $     9,626   $       996   $       -        $       -        $       -        $       -      $    40,000   $       -        $       -        $       -       $       -
        Rental car center and garages                   253,487             -                  -              253,487           -             -                -                -                -              -             -                -                -               -
        Access roadways                                  43,895             -                  -                1,078         9,702        33,115              -             33,115           42,817            -             -                -                -               -
        Airport parking modifications                    16,430             -                  -               16,430           -             -                -                -                -              -             -                -                -               -
        SkyTrain connector and stations                 242,840             -                  -               13,498        31,150       198,192              -            198,192          229,342            -             -                -                -               -
        SkyTrain maintenance facility                    20,979
                                                    __________              -
                                                                    __________                 -
                                                                                       __________              20,979
                                                                                                          __________            -
                                                                                                                        __________            -
                                                                                                                                      __________               -
                                                                                                                                                       __________               -
                                                                                                                                                                        __________               -
                                                                                                                                                                                         __________             -
                                                                                                                                                                                                        __________            -
                                                                                                                                                                                                                      __________               -
                                                                                                                                                                                                                                       __________               -
                                                                                                                                                                                                                                                        __________              -
                                                                                                                                                                                                                                                                        __________
         Total consolidated rental car center       $      628,253 $          -        $         -        $   315,098 $      41,848 $     231,307 $            -        $   231,307 $         272,159 $      40,000 $         -        $       -        $      -        $          -
                                                              100%                0%                 0%           50%             7%          37%                  0%           37%               43%             6%              0%               0%              0%                  0%
                                   Future projects: $          -   $          -        $         -        $       -   $         -    $        -   $            -        $       -   $             -   $         -    $        -        $       -        $      -        $          -
        Airport Support and Infrastructure
        Airport support and utilities (2000-2009) $        9,509   $          -        $       -          $       -     $       -     $       -        $       -        $       -        $        -     $     9,509   $       -        $       -        $      -        $       -
        Airport support projects                           9,241              -                -                  -             -             -                -                -                 -           8,314           -                -               927              927
A-147




        Electric ground service equipment                 20,000              -             15,000                -             -             -                -                -                 -             -             -                -             5,000            5,000
        Infrastructure and utilities                      28,000              -                -                  -             -             -                -                -                 -          14,000           -                -            14,000           14,000
        Safety and security (2000-2009)                   38,961              -             15,000                -             519           -                -                -                 519        17,720         5,722              -               -              5,722
        Centralized command & control center              23,071              -                -                  -          16,934           -                -                -              16,934         6,137           -                -               -                -
        ARFF station remodelling                          27,056              -                -                  -          10,822           -                -                -              10,822        16,234           -                -               -                -
        Other safety and security projects                13,379              -                -                  -          10,171           -                -                -              10,171         3,208           -                -               -                -
        Signage and graphics (2000-2009)                   8,125              -                -                  -             -             -                -                -                 -           3,259         4,866              -               -              4,866
        Air Cargo                                                                                                                                                               -                                                                                               -
        Air cargo development (2000-2009)                  6,477              -                  -              6,477           -             -                -                -                 -             -             -                -               -                -
        Hangar site remediation                           13,188              -                  -                -             -             -                -                -                 -          13,188           -                -               -                -
        Aircraft Noise Mitigation                                                                                                                                               -                                                                                               -
        Noise mitigation (2000-2009)                      36,502              -             29,122                -           7,380           -                -                -               7,380           -             -                -               -                -
        Noise mitigation                                 109,333              -             87,468                -          21,865           -                -                -              21,865           -             -                -               -                -
        Parking and Ground Transportation                                                                                                                                       -                                                                                               -
        Parking projects (2000-2009)                      64,575              -                  -                -             -             -                -                -                 -          64,575           -                -               -                -
        Parking and commercial vehicle projects           11,430              -                  -              6,500           -             -                -                -                 -           4,930           -                -               -                -
        Parking renewal and replacement                    5,250              -                  -                -             -             -                -                -                 -           5,250           -                -               -                -
        Other public parking                                 512              -                  -                -             -             -                -                -                 -             512           -                -               -                -
        Roadways                                                                                                                                                                -                                                                                               -
        Roadways (2000-2009)                              27,499            -                  -                  -           5,188           -                -                -              5,188         21,994          317               -                -               317
        Terminal inbound roadways                         93,261            -                  -                  -          93,261           -                -                -             93,261            -             -                -                -               -
        Road and bridge replacement                       10,500
                                                     __________             -
                                                                    __________                 -
                                                                                       __________                 -
                                                                                                          __________            -
                                                                                                                        __________            -
                                                                                                                                      __________               -
                                                                                                                                                       __________               -
                                                                                                                                                                        __________               -
                                                                                                                                                                                         __________          10,500
                                                                                                                                                                                                        __________            -
                                                                                                                                                                                                                      __________               -
                                                                                                                                                                                                                                       __________               -
                                                                                                                                                                                                                                                        __________              -
                                                                                                                                                                                                                                                                        __________
           Total other projects                     $    555,869   $          -     146,590
                                                                                       $                  $    12,977   $   166,141   $       -        $       -        $     166,141
                                                                                                                                                                                -        $              $   199,329   $    10,905      $       -        19,927
                                                                                                                                                                                                                                                        $               $    30,832
                                                            100%                  0%    26%                        2%           30%               0%               0%               0%
                                                                                                                                                                                  30%                           36%             2%                 0%       4%                   6%
                                   Future projects: $    341,150   $          -     102,468
                                                                                       $                  $     6,500   $   136,119   $       -        $       -        $     136,119
                                                                                                                                                                                -        $              $    76,136   $       -        $       -        19,927
                                                                                                                                                                                                                                                        $               $    19,927
                                                            100%             0%         30%                        2%           40%            0%          0%          0%         40%                           22%             0%              0%          6%                   6%
                                                     __________     __________  __________                __________    __________    __________  __________  __________  __________                    __________    __________       __________  __________           __________
            Grand total all projects                $ 6,047,592    $    144,666 $   466,449               $   430,027   $ 1,793,380   $   806,671 $   400,000 $ 1,206,671 $ 2,999,055                   $   388,577   $   907,822      $   135,000 $   575,000          $ 1,617,822
                                                            100%             2%          8%                        7%           30%           13%          7%         20%         50%                            6%           15%               2%         10%                  27%
                                   Future projects: $ 2,952,463    $     48,455 $   155,124               $    27,802   $   852,059   $   320,473 $   400,000 $   720,473 $ 1,572,532                   $   152,186   $   286,364      $   135,000 $   575,000          $   996,364
                                                            100%             2%          5%                        1%           29%           11%         14%         24%         53%                            5%           10%               5%         19%                  34%

        Note: Future projects highlighted are those for which some or all funding is required.

        Sources: City of Atlanta, Department of Aviation and Hartsfield-Jackson Development Program, September 10, 2010.



                                                                                                                                                                                                                                                                        10/20/10
[THIS PAGE INTENTIONALLY LEFT BLANK]




              A-148
                                                                                               Exhibit B

                                                                             SOURCES AND USES OF BOND FUNDS
                                                                                      Capital Improvement Plan
                                                                            Hartsfield-Jackson Atlanta International Airport
                                                                                         (dollars in thousands)

                                                                                          Proposed Bonds
                                                                    _________________________________________________________                      Planned           Subtotal
                                                                        2010A          2010B          2011A                                       2011B            2010-2011
                                                    Prior Bonds
                                                   ____________         Bonds
                                                                    ____________     PFC Bonds
                                                                                   ____________ Refunding Bonds ____________
                                                                                                   ____________     Subtotal                      Bonds
                                                                                                                                               ____________          Bonds
                                                                                                                                                                 ____________           Total
                                                                                                                                                                                    ____________
        Sources of Funds
        General Revenue Bonds                      $   1,051,915 $      190,300       $         -          $     541,700       $     732,000   $     723,700     $   1,455,700      $   2,507,615
        Original issue premium (discount)                (16,235) ____________
                                                   ____________             -                   -
                                                                                      ____________                   -
                                                                                                           ____________                  -
                                                                                                                               ____________              -
                                                                                                                                               ____________                -
                                                                                                                                                                 ____________             (16,235)
                                                                                                                                                                                    ____________
         Net proceeds                              $   1,035,680 $      190,300       $         -          $     541,700       $     732,000   $     723,700     $   1,455,700      $   2,491,380

        PFC Revenue Hybrid Bonds                   $     877,180 $          -         $     449,400        $         -         $     449,400   $         -       $     449,400      $   1,326,580
        Original issue premium (discount)                 (9,176) ____________
                                                   ____________             -                   -
                                                                                      ____________                   -
                                                                                                           ____________                  -
                                                                                                                               ____________              -
                                                                                                                                               ____________                -
                                                                                                                                                                 ____________              (9,176)
                                                                                                                                                                                    ____________
         Net proceeds                              $     868,004 $          -         $     449,400        $         -         $     449,400   $         -       $     449,400      $   1,317,404

        Investment earnings
         Construction Funds                        $     277,815    $         -       $         -          $         -         $         -     $         -       $         -        $     277,815
         Capitalized Interest Accounts                    20,929
                                                   ____________               -
                                                                    ____________                -
                                                                                      ____________                   -
                                                                                                           ____________                  -
                                                                                                                               ____________              -
                                                                                                                                               ____________                -
                                                                                                                                                                 ____________              20,929
                                                                                                                                                                                    ____________
          Subtotal investment earnings             $     298,744    $         -       $         -          $         -         $         -     $         -       $         -        $     298,744
                                                   ____________     ____________      ____________         ____________        ____________    ____________      ____________       ____________
         Total sources                             $   2,202,428    $     190,300     $     449,400        $     541,700       $   1,181,400   $     723,700     $   1,905,100      $   4,107,528
                                                                                                                                                                 $         -
        Uses of Funds
        Project costs paid from
         Bond proceeds                             $    1,690,892   $      135,000    $       400,000      $          -        $     535,000   $      575,000    $     1,110,000    $    2,800,892
A-149




        Financing costs for Notes                           8,026                                                                        -                                      -           8,026

        Refunding escrow for 2003RF-BC Bonds                                                                     463,600             463,600                            463,600           463,600
                                                                                                                     -
        Interest rate swap termination payment                                                                    18,500              18,500                              18,500           18,500

        Capitalized interest
         General Revenue Bonds                     $     199,179    $      18,000     $         -          $         -         $      18,000   $      87,900     $     105,900            305,079
         Additional for 2000 Bonds                        49,080              -                 -                    -                   -               -                 -               49,080
         Additional for 2000 and 2004 Bonds                  -
                                                   ____________            16,400
                                                                    ____________                -
                                                                                      ____________                   -
                                                                                                           ____________               16,400
                                                                                                                               ____________              -
                                                                                                                                               ____________             16,400
                                                                                                                                                                 ____________              16,400
                                                                                                                                                                                    ____________
          Subtotal capitalized interest            $     248,259    $       34,400    $            -       $          -        $      34,400   $       87,900    $      122,300     $     370,559

        Debt Service Reserve Account                       39,530           19,000             44,900             54,200             118,100           53,500           171,600           211,130

        Debt service reserve surety                           882               -                  -                  -                  -                   -                  -             882

        Bond insurance premium                             15,710               -                  -                  -                  -                   -                  -          15,710

        Other issuance costs                               15,029            1,900              4,500               5,400             11,800            7,300             19,100           34,129

        Redemption of variable-rate Bonds (2008)         156,590                -                  -                  -                  -                   -                  -         156,590

        Debt Service Reserve Account (2008)               27,510              -                 -                    -                   -               -                 -               27,510
                                                   ____________     ____________      ____________         ____________        ____________    ____________      ____________       ____________
         Total uses                                $   2,202,428    $     190,300     $     449,400        $     541,700       $   1,181,400   $     723,700     $   1,905,100      $   4,107,528


        Source: Frasca & Associates, LLC, September 19, 2010. See text for assumptions.




                                                                                                                                                                                                     10/20/10
                                                                                                          Exhibit C

                                                                                         DEBT SERVICE REQUIREMENTS
                                                                                    Hartsfield-Jackson Atlanta International Airport
                                                                                           For Fiscal Years ending June 30
                                                                                                 (dollars in thousands)

                                                                                              Historical                                                                            Forecast
                                                                      FY 2007           FY 2008        FY 2009                FY 2010           FY 2011           FY 2012           FY 2013            FY 2014           FY 2015
        General Revenue Bonds
           1977 Ordinance Bonds as refunded
            1990 Bonds                                            $     14,110      $     14,110      $     14,109        $     14,110      $          -      $          -      $          -       $          -      $          -
            1996 Refunding Bonds (a)                                    32,527             4,177             4,174               4,161                 -                 -                 -                  -                 -
            2000A Refunding Bonds (b)                                   12,133            12,211            12,207              12,208            12,207            12,207            12,206             14,949            30,930
            2000C Refunding Bonds (c)                                    3,748             3,748             3,748               3,748            17,692            17,654            17,617             15,541                 -
            2003RF-A Refunding Bonds                                       130               584                 -                   -                 -                 -                 -                  -                 -
            2003RF-BC Refunding Bonds (d)                                  819             1,023                 -                   -                 -                 -                 -                  -                 -
            2003RF-D Refunding Bonds                                     7,972
                                                                  ___________             13,849
                                                                                    ___________             13,837
                                                                                                      ___________               13,825
                                                                                                                          ___________             13,799
                                                                                                                                            ___________             13,787
                                                                                                                                                              ___________             13,774
                                                                                                                                                                                ___________              13,758
                                                                                                                                                                                                   ___________             13,747
                                                                                                                                                                                                                     ___________
                 Subtotal                                 [A]     $      71,439     $      49,702     $       48,075      $      48,052     $      43,698     $      43,648     $      43,597      $      44,248     $      44,677

            Bonds for Capital Improvement Plan
             2000AB Bonds                                         $       (716) $   20,885            $     20,860        $     22,830      $     12,556      $     13,052      $     19,033       $     18,064      $     17,682
             2003RF-A Refunding Bonds                                    2,500      12,566                  13,137              13,131             5,116             5,121             5,124              5,125                 -
             2003RF-BC Refunding Bonds (d)                              15,791      22,024                  43,619              35,513            19,674                 -                 -                  -                 -
             2004AB Bonds                                                    -       4,812                     593                 594               574               868            16,358             16,354            16,343
             2004FG Bonds                                                1,695       2,662                   2,797               4,897             7,917             7,610            10,402             10,397            10,389
             2004I Bonds (g)                                             1,778       1,661                       -                   -                 -                 -                 -                  -                 -
             Proposed 2010A Bonds (f)                                        -           -                       -                   -               212               337            11,408             14,221            14,222
             Proposed 2011A Refunding Bonds (e) (f)                          -           -                       -                   -             8,125            47,774            47,775             47,776            47,778
             Planned 2011B Bonds (f)                                         -           -                       -                   -                 -             6,373             7,731             44,755            44,753
             Commercial paper costs                                          -           -                       -               1,818             4,057             4,057             4,057                  -                 -
A-150




                                                                  ___________ ___________             ___________         ___________       ___________       ___________       ___________        ___________       ___________
                 Subtotal                                 [B]     $     21,048 $    64,610
                                                                  ___________ ___________             $     81,006
                                                                                                      ___________         $     78,783
                                                                                                                          ___________       $     58,231
                                                                                                                                            ___________       $     85,192
                                                                                                                                                              ___________       $    121,888
                                                                                                                                                                                ___________        $    156,692
                                                                                                                                                                                                   ___________       $    151,167
                                                                                                                                                                                                                     ___________
                   Total General Revenue Bonds          [C=A+B]   $      92,487     $     114,312     $    129,081        $    126,835      $    101,929      $    128,840      $    165,485       $    200,940      $    195,844

        PFC Revenue Hybrid Bonds
           2004C PFC Bonds                                        $     14,653      $     14,654      $     14,654        $     14,654      $     14,654      $     14,654      $     14,654       $     14,654      $     14,654
           2004D PFC Bonds (h)                                           1,599             1,260             4,582               5,045                 -                 -                 -                  -                 -
           2004E PFC Bonds (i)                                           3,872             3,839             1,195                 207               289               327                 -                  -                 -
           2004J PFC Bonds                                              11,728            11,728            11,728              11,728            11,728            11,728            11,728             11,728            11,728
           2004K PFC Bonds (j)                                          24,256            24,234                 -                   -                 -                 -                 -                  -                 -
           Proposed 2010B PFC Bonds (f)                           ___________-      ___________-      ___________-        ___________-            15,517
                                                                                                                                            ___________             24,719
                                                                                                                                                              ___________             49,367
                                                                                                                                                                                ___________              49,369
                                                                                                                                                                                                   ___________             49,369
                                                                                                                                                                                                                     ___________
                Total PFC Revenue Hybrid Bonds            [D]     $      56,108     $      55,715     $       32,159      $      31,634     $      42,188     $      51,428     $      75,749      $      75,751     $      75,751

            Less: Amount paid from PFC Revenues                         (56,108)           (55,715)          (32,159)           (31,634)          (42,188)          (51,428)           (75,749)          (75,751)          (75,751)

            PFC Revenue Hybrid Bond debt service paid
            from General Revenues                         [E]                   -                -                    -                 -                 -                 -                  -                 -                 -

        Total debt service paid from General Revenues    [C+E]    $      92,487     $     114,312     $      129,081      $     126,835     $     101,929     $     128,840     $     165,485      $     200,940     $     195,844

        Capital Improvement Plan debt service paid
        from General Revenues                            [B+E]    $      21,048     $      64,610     $       81,006      $      78,783     $      58,231     $      85,192     $     121,888      $     156,692     $     151,167




                                                                                                                                                                                                                             10/20/10
        Exhibit C (page 2 of 2)

        DEBT SERVICE REQUIREMENTS
        Hartsfield-Jackson Atlanta International Airport
        For Fiscal Years ending June 30
        (dollars in thousands)

                                                                                                  Historical                                                                Forecast
                                                                            FY 2007         FY 2008        FY 2009          FY 2010         FY 2011         FY 2012         FY 2013         FY 2014         FY 2015

        Cost center allocation of Capital Improvement Plan
        debt service paid from General Revenues
           Airfield                                                     $      3,095    $     31,037    $     43,816    $     46,410    $     31,038    $     41,813    $     38,523    $     41,214    $     38,419
           Terminal aprons                                                         -               -               -               -               -               -           1,605           2,010           2,011
           Domestic terminal buildings                                        15,753          21,173          24,497          19,746          17,271          27,460          31,710          56,765          55,671
           International terminal buildings                                    1,700           4,500           5,460           4,531           2,945           4,040          34,209          35,309          34,566
           Automated guideway transit system (AGTS)                              300           6,800           5,733           4,997           3,923           5,204           6,164           6,314           6,000
           Fuel system                                                             -               -               -               -               -               -           1,089           1,364           1,364
           Tenant facilities                                                       -               -               -           1,800           2,191           5,469           5,223           7,993           7,572
           Infrastructure and utilities                                            -               -               -               -               -               -               -           1,838           1,765
           City cost centers                                                     200
                                                                        ___________            1,100
                                                                                        ___________            1,500
                                                                                                        ___________            1,300
                                                                                                                        ___________              864
                                                                                                                                        ___________            1,206
                                                                                                                                                        ___________            3,369
                                                                                                                                                                        ___________            3,885
                                                                                                                                                                                        ___________            3,801
                                                                                                                                                                                                        ___________
                  Total                                                 $      21,048   $      64,610   $      81,006   $      78,783   $      58,231   $      85,192   $     121,890   $     156,694   $     151,169

        Total General Revenue Bond and PFC Revenue                      ___________     ___________     ___________     ___________     ___________     ___________     ___________     ___________     ___________
         Hybrid Bond Debt Service Requirements               [C+D]      $    148,595    $    170,027    $    161,240    $    158,469    $    144,117    $    180,268    $    241,234    $    276,691    $    271,595



        (a)   Refunded 1977 and 1979 Bonds.
        (b)   Refunded 1990 Bonds and 1994B Bonds.
        (c)   Refunded 1994A Refunding Bonds, 1996 Refunding Bonds, and 2000A Refunding Bonds.
A-151




        (d)   Variable-rate Bonds to be refunded by the proposed 2011A Refunding Bonds.
        (e)   To refund 2003RF-BC variable-rate Bonds.
        (f)   Source: Frasca & Associates, LLC, September 19, 2010. See text for financing assumptions.
        (g)   Interest only on variable-rate Bonds. Principal paid from Construction Fund balances in FY 2008.
        (h)   Interest and principal at maturity on variable-rate bonds paid from PFC Revenues. Early redemption of remaining principal paid from TSA LOI receipts.
        (i)   Interest and principal at maturity on variable-rate bonds paid from PFC Revenues. Early redemption of remaining principal paid from FAA LOI receipts and PFC Revenues.
        (j)   Variable-rate bonds redeemed from Construction Fund balances and PFC Revenues in FY 2008.

        Source: City of Atlanta, Department of Finance, except as noted.




                                                                                                                                                                                                                10/20/10
[THIS PAGE INTENTIONALLY LEFT BLANK]




              A-152
                                                                                                      Exhibit D

                                                                                              OPERATING EXPENSES
                                                                                   Hartsfield-Jackson Atlanta International Airport
                                                                                          For Fiscal Years ending June 30
                                                                                                (dollars in thousands)

                                This exhibit is based on information from the sources indicated and assumptions provided by, or reviewed with and approved by, Airport management,
                                  as described in the accompanying text. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events
                                and circumstances could occur. Therefore, there will be differences between the forecast and actual results, and those differences could be material.

                                                                                              Historical (a)                                                          Forecast
                                                                                 FY 2008        FY 2009            FY 2010         FY 2011            FY 2012         FY 2013          FY 2014         FY 2015

        Expenses by type
           Personnel                                                         $      92,604    $      89,963    $      90,927   $         81,111   $      84,933   $       92,072   $      95,942   $      99,431
           Contract services                                                        20,545           18,250           19,322             27,006          23,548           30,554          31,841          33,001
           Utilities                                                                 4,578            7,367            5,647              5,884           5,897            6,707           6,989           7,242
           Internal services                                                        12,568            8,186           11,118             11,688          12,247           12,269          12,784          13,249
           Rental car center operations (b)                                              -                -            2,491              4,488           4,744            4,711           4,974           5,248
           SkyTrain (b)                                                                  -                -            1,937              6,428           6,795            6,748           7,124           7,516
           Parking operations                                                       20,344           20,553           20,904             21,428          21,504           25,506          26,271          27,059
           Planning and development                                                  5,067            7,409           16,780             11,100          11,433           11,776          12,129          12,493
           Common-use terminal manager (c)                                          22,067           22,909           23,744             27,329          28,751           34,632          36,728         39,071
           Other                                                                    25,985
                                                                                 ________            26,833
                                                                                                  ________           44,400
                                                                                                                   ________             35,826
                                                                                                                                      ________          37,531
                                                                                                                                                      ________           41,427
                                                                                                                                                                       ________          41,485
                                                                                                                                                                                       ________          42,990
                                                                                                                                                                                                       ________
                  Total                                                      $     203,758    $    201,471     $     237,271   $       232,288    $     237,382   $     266,402    $     276,266   $     287,300


        Expenses by department
           Administration                                                    $      37,742    $      30,779    $      45,194   $         37,376   $      39,163   $       39,557   $      39,543   $      40,983
           Operations and security                                                  22,567           24,123           21,010             21,803          22,848           28,336          29,530          30,605
A-153




           AGTS maintenance                                                         10,781           11,620           12,453             18,989          14,811           20,292          21,146          21,917
           Building maintenance                                                      6,354            8,257            5,860              6,284           6,586            7,976           8,312           8,615
           Rental car center operations (b)                                              -                -            2,491              4,488           4,744            4,711           4,974           5,248
           SkyTrain (b)                                                                  -                -            1,937              6,428           6,795            6,748           7,124           7,516
           Parking operations                                                       20,920          21,125           21,359             21,765          21,860           25,853          26,633          27,437
           Airfield maintenance                                                     14,306          19,486           15,971             18,701          19,583           21,541          22,428          23,229
           Fire services                                                           22,162           22,951           21,135             23,353          24,473           26,431          27,544          28,548
           Police services                                                         16,403           15,620           15,749             14,976          15,695           18,552          19,333          20,038
           Other City departments                                                    4,633            1,339            7,363              6,472           6,782            6,571           6,848           7,097
           Planning and development                                                  5,067            7,409           16,780             11,100          11,433           11,776          12,129          12,493
           Common-use terminal manager (c)                                          22,067           22,909           23,744             27,329          28,751           34,632          36,728          39,071
           Nondepartmental                                                          20,758
                                                                                 ________            15,854
                                                                                                  ________            26,226
                                                                                                                   ________              13,225
                                                                                                                                      ________           13,858
                                                                                                                                                      ________            13,427
                                                                                                                                                                       ________           13,992
                                                                                                                                                                                       ________           14,502
                                                                                                                                                                                                       ________
                  Subtotal                                                   $     203,758    $    201,471     $     237,271   $       232,288    $     237,382   $     266,402    $     276,266   $     287,300
                  Annual percent change                                               18.9%            -1.1%           17.8%              -2.1%            2.2%            12.2%            3.7%            4.0%
                  Reconciliation adjustment (d)                              $     (22,067) $       (22,909) $       (23,744) $          (7,829) $           -    $           -    $          -    $           -
                  Accrual-to-cash-basis adjustment (e)                             (15,417)
                                                                                 ________            (5,159)
                                                                                                  ________            (9,008)
                                                                                                                   ________           ________-              -
                                                                                                                                                      ________                -
                                                                                                                                                                       ________               -
                                                                                                                                                                                       ________        ________-
                  Total                                                      $     166,274    $    173,403     $     204,519   $       224,459    $     237,382   $     266,402    $     276,266   $     287,300



        (a)   City of Atlanta, Airport Revenue Fund reports.
        (b)   See Exhibit E for offsetting revenues.
        (c)   Expenses incurred in the operation of common-use terminal facilities. See Exhibit E for offsetting revenues.
        (d)   Adjustment to exclude common-use terminal manager expenses, which were not recorded as Operating Expenses until FY 2011.
        (e)   Adjustment to reconcile accounting records (modified accrual basis) to financial statements (cash basis).




                                                                                                                                                                                                                   10/20/10
                                                                                                      Exhibit E

                                                                                              GENERAL REVENUES
                                                                                  Hartsfield-Jackson Atlanta International Airport
                                                                                         For Fiscal Years ending June 30
                                                                                      (dollars and passengers in thousands)

                               This exhibit is based on information from the sources indicated and assumptions provided by, or reviewed with and approved by, Airport management,
                                 as described in the accompanying text. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events
                               and circumstances could occur. Therefore, there will be differences between the forecast and actual results, and those differences could be material.

                                                                                              Historical (a)                                                             Forecast
                                                                                FY 2008         FY 2009            FY 2010           FY 2011           FY 2012           FY 2013            FY 2014           FY 2015
        Landing fees
           Signatory Airlines                                               $     54,744      $     60,655     $     62,189      $     52,003      $     54,324      $     54,547       $     58,936      $     58,114
           Nonsignatory airlines                                                     353
                                                                            ___________                301
                                                                                              ___________               413
                                                                                                               ___________                349
                                                                                                                                 ___________                365
                                                                                                                                                   ___________                366
                                                                                                                                                                     ___________                 395
                                                                                                                                                                                        ___________                390
                                                                                                                                                                                                          ___________
                Subtotal                                                    $     55,098      $     60,956     $     62,603      $     52,352      $     54,688      $     54,913       $     59,331      $     58,503
                  Annual percent change                                              16.4%            10.6%             2.7%            -16.4%              4.5%               0.4%              8.0%             -1.4%

        Terminal rentals and charges
           Per CPTC Leases
               Terminal building                                            $     41,753      $     41,468     $     41,493      $         -       $         -       $         -        $         -       $         -
               Aircraft apron                                                     17,256            11,900           12,795                -                 -                 -                  -                 -
               Tenant facilities                                                  41,590
                                                                            ___________             46,934
                                                                                              ___________            50,634
                                                                                                               ___________                 -
                                                                                                                                 ___________                 -
                                                                                                                                                   ___________                 -
                                                                                                                                                                     ___________                  -
                                                                                                                                                                                        ___________                 -
                                                                                                                                                                                                          ___________
                 Subtotal                                                   $     100,599     $    100,302     $     104,922     $             -   $             -   $              -   $             -   $             -

            Per Amended Airline Agreements
             Domestic terminal buildings                                    $         -       $         -      $         -       $     35,448      $     36,510      $     41,087       $     74,828      $     73,701
             International terminal buildings                                         -                 -                -             31,837            32,985            65,898             67,903            67,440
A-154




             Terminal apron                                                           -                 -                -              2,224             2,222             4,144              4,680             4,714
             AGTS                                                                     -                 -                -              3,240             3,154             3,699              3,789             3,600
             Fuel system                                                              -                 -                -                825               824             2,130              2,479             2,491
             Tenant facilities                                                        -                 -                -              8,237             8,879             8,580             11,917            11,421
             Supplemental terminal rentals                                            -                 -                -                  -                 -            12,000              8,000             5,000
             Supplemental terminal rental credits                                     -
                                                                            ___________                 -
                                                                                              ___________                -
                                                                                                               ___________       ___________-      ___________-      ___________-       ___________-              (160)
                                                                                                                                                                                                          ___________
                 Subtotal                                                   $             -   $            -   $             -   $      81,811     $      84,574     $     137,537      $     173,595     $     168,207

            Less: Inside concession credit                                       (29,371)    (31,522)    (31,569)    (34,958)    (36,263)    (40,024)    (44,503)    (46,954)
                                                                            ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________
                Subtotal                                                    $     71,228 $    68,780 $    73,353 $    46,853 $    48,310 $    97,513 $   129,092 $   121,253
                  Annual percent change                                               8.5%             -3.4%            6.6%            -36.1%              3.1%            101.8%              32.4%             -6.1%

        Reimbursed operating expenses
           AGTS maintenance                                                 $      6,528      $      6,708     $      8,260      $      7,472      $     11,393      $      8,887       $     12,175      $     12,688
           Fire services                                                           8,349             9,170            7,633             9,511             9,986            10,486             11,894            12,395
           Police services                                                         2,725             3,392            3,299             4,181             4,390             4,609              5,101             5,254
           Security checkpoints                                                    1,081             1,081            1,081             1,113             1,146             1,181              1,476             1,520
           Insurance premiums                                                      1,558             1,278            1,097               827               851               877              1,183             1,218
           Common-use terminal manager (a)                                        22,067
                                                                            ___________             22,909
                                                                                              ___________            23,744
                                                                                                               ___________             27,329
                                                                                                                                 ___________             28,751
                                                                                                                                                   ___________             34,632
                                                                                                                                                                     ___________              36,728
                                                                                                                                                                                        ___________             39,071
                                                                                                                                                                                                          ___________
                Subtotal                                                    $      42,307     $      44,537    $      45,114     $      50,432     $      56,518     $      60,672      $      68,557     $      72,147

                  Annual percent change                                            31.0%        5.3%        1.3%       11.8%       12.1%        7.3%       13.0%        5.2%
                                                                            ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________
                Subtotal airline revenues                                   $    168,633 $   174,274 $   181,069 $   149,637 $   159,517 $   213,098 $   256,980 $   251,903
                  Annual percent change                                              16.1%             3.3%             3.9%            -17.4%              6.6%              33.6%             20.6%             -2.0%




                                                                                                                                                                                                                            10/20/10
        Exhibit E (page 2 of 2)
        GENERAL REVENUES
        Hartsfield-Jackson Atlanta International Airport
        For Fiscal Years ending June 30
        (dollars and passengers in thousands except per passenger rates)
                                                                                              Historical (a)                                                        Forecast
                                                                                  FY 2008       FY 2009            FY 2010         FY 2011          FY 2012         FY 2013          FY 2014         FY 2015
        Inside concessions
            Food and beverage                                                 $     25,794 $    26,991         $     26,927    $     28,055    $     29,401     $     34,316     $     40,762    $     42,834
            Retail merchandise                                                      17,654      19,744               21,555          21,993          22,498           23,618           24,954          26,222
            Duty free                                                                7,317       9,550                9,550           9,550           9,550            9,550            9,550          10,147
            Services                                                                 6,251       6,116                6,212           6,847           7,231            7,963            8,633           9,119
            Communication services                                                   2,837       2,563                3,172           2,431           1,683            1,772            1,866           1,953
            Advertising                                                              7,615       7,211                6,240           6,463           6,773            7,288            7,700           8,091
            Other                                                                      557       1,374                  503             256             268              283              298             312
            Adjustment (b)                                                            (202)      1,195
                                                                              ___________ ___________                 1,477
                                                                                                               ___________     ___________-    ___________-     ___________-     ___________-    ___________-
                  Subtotal                                            [A]     $     67,824 $    74,744         $      75,636   $      75,595   $       77,405   $      84,789    $      93,763   $      98,679
                    Annual percent change                                              5.5%           10.2%             1.2%           -0.1%             2.4%             9.5%           10.6%            5.2%
                    Enplaned passengers                               [B]            45,287          44,809           45,375          45,900           46,700          47,750           48,800          49,600
                    Revenue per enplaned passenger                 [A/B]              $1.50           $1.67            $1.67           $1.65            $1.66            $1.78           $1.92           $1.99

        Parking and ground transportation
            Public parking                                                    $    105,653    $     98,016     $     95,577    $    114,450    $    116,791     $    126,396     $    128,591    $    130,049
            Rental car privilege fees                                               32,165          29,758           26,665          28,012          29,609           31,277           33,024          34,842
            Other ground transportation                                              1,054
                                                                              ___________              886
                                                                                              ___________             1,577
                                                                                                               ___________            2,816
                                                                                                                               ___________            4,135
                                                                                                                                               ___________             3,885
                                                                                                                                                                ___________             4,030
                                                                                                                                                                                 ___________            4,171
                                                                                                                                                                                                 ___________
                  Subtotal                                            [C]     $     138,872   $     128,660    $     123,819   $     145,277   $      150,535   $     161,558    $     165,645   $     169,062
                    Annual percent change                                              0.1%            -7.4%           -3.8%           17.3%             3.6%             7.3%            2.5%            2.1%
A-155




                    Originating passengers                            [D]            15,482          14,319           14,700          15,200           15,600          16,000           16,400          16,800
                    Revenue per originating passenger              [C/D]              $8.97           $8.99            $8.42           $9.56            $9.65          $10.10           $10.10          $10.06

        Other
           Land rentals                                                       $     14,362    $     18,307     $     17,407    $     22,671    $     22,953     $     22,953     $     22,953    $     22,953
           Building rentals                                                         12,436          12,295           14,735          11,512          11,752           11,752           11,752          11,752
           Contribution to rental car center operating expenses (c)                      -               -            2,058           4,488           4,744            4,711            4,974           5,248
           Contribution to SkyTrain operating expenses (d)                               -               -            4,099           6,428           6,795            6,748            7,124           7,516
           Miscellaneous revenues                                                    6,145           4,165            5,721           5,892           6,069            6,251            6,439           6,632
           Investment income (e)                                                    23,855
                                                                              ___________           13,227
                                                                                              ___________             9,661
                                                                                                               ___________            8,000
                                                                                                                               ___________            8,000
                                                                                                                                               ___________             7,461
                                                                                                                                                                ___________             7,391
                                                                                                                                                                                 ___________            7,321
                                                                                                                                                                                                 ___________
                  Subtotal                                                    $      56,798   $      47,994    $      53,680   $      58,991   $       60,313   $      59,876    $      60,632   $      61,422
                    Annual percent change                                            43.8%      -15.5%       11.8%        9.9%        2.2%       -0.7%        1.3%        1.3%
                                                                              ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________
                  Subtotal nonairline revenues                                $    263,493 $   251,398 $   253,135 $   279,863 $   288,252 $   306,223 $   320,040 $   329,163
                    Annual percent change                                              8.6%            -4.6%            0.7%           10.6%             3.0%             6.2%            4.5%            2.9%

                    Subtotal General Revenues before adjustments              $    432,126 $   425,671 $   434,204 $   429,500 $   447,769                      $    519,321     $    577,020    $    581,066
                    Reconciliation adjustment (f)                                  (22,067)    (22,909)    (23,744)     (7,829)          -                                 -                -               -
                    Accrual-to-cash-basis adjustment (g)                            (4,191)      1,961       4,437           -
                                                                              ___________ ___________ ___________ ___________ ___________-                      ___________-     ___________-    ___________-
                     Total General Revenues                                   $    405,868 $   404,724 $   414,897 $   421,671 $   447,769                      $     519,321    $     577,020   $     581,066
                       Annual percent change                                          19.7%            -0.3%            2.5%            1.6%             6.2%            16.0%           11.1%            0.7%

        (a)   Payments made directly by airlines using common-use terminal facilities. See Exhibit D for related expenses.
        (b)   Adjustment to reconcile historical concession revenues as reported in detailed concession reports and Airport Revenue Fund reports.
        (c)   Payments made by rental car center tenants. See Exhibit D for related expenses.
        (d)   Payments made from CFC Revenues and contributions from City of College Park. See Exhibit D for related expenses.
        (e)   Amounts earned from balances in the Operating Fund and the Renewal and Extension Fund.
        (f)   Adjustment to exclude common-use terminal manager expenses, which were not recorded as Operating Expenses until FY 2011.
        (g)   Adjustment to reconcile accounting records (modified accrual basis) to financial statements (cash basis).


                                                                                                                                                                                                                 10/20/10
                                                                                                            Exhibit E-1

                                                                                          CALCULATION OF AIRLINE PAYMENTS
                                                                                         Hartsfield-Jackson Atlanta International Airport
                                                                                                For Fiscal Years ending June 30
                                                                                             (dollars and passengers in thousands)

                                  This exhibit is based on information from the sources indicated and assumptions provided by, or reviewed with and approved by, Airport management,
                                    as described in the accompanying text. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events
                                  and circumstances could occur. Therefore, there will be differences between the forecast and actual results, and those differences could be material.

                                                                                                    Historical (a)                                                         Forecast
                                                                                      FY 2008         FY 2009             FY 2010          FY 2011         FY 2012         FY 2013          FY 2014         FY 2015

        Landing fees
           Basic landing fees                                                     $      12,935     $     12,277     $     12,842     $      9,510     $      9,669    $      9,877     $     10,086    $     10,245
           Runway 10-28 operating expense recovery                                        5,150            5,250            5,350                -                -               -                -               -
           AIP landing fees                                                              36,659           43,128           43,997           42,493           44,655          44,670           48,850          47,869
           Nonsignatory airlines and others                                                 353
                                                                                   ___________               301
                                                                                                    ___________               413
                                                                                                                     ___________               349
                                                                                                                                      ___________               365
                                                                                                                                                       ___________              366
                                                                                                                                                                       ___________               395
                                                                                                                                                                                        ___________              390
                                                                                                                                                                                                        ___________
                  Subtotal                                                        $       55,098    $      60,956    $       62,603   $       52,352   $      54,688   $      54,913    $      59,331   $      58,503
                  Landed weight (millions of pounds)                    [B]               60,359           57,963            58,969           59,620          60,613          61,917           63,221          64,214
                  Effective landing fee rate per 1,000 pounds          [A/B]               $0.91            $1.05             $1.06            $0.88           $0.90            $0.89           $0.94           $0.91

        Terminal rentals and payments
           Existing terminal (b)                                                  $     100,599     $    100,302     $    104,922     $          -     $          -    $          -     $          -    $          -
           Domestic terminal building                                                         -                -                -           35,448           36,510          41,087           74,828          73,701
           International terminal building                                                    -                -                -           31,837           32,985          65,898           67,903          67,440
           Terminal apron                                                                     -                -                -            2,224            2,222           4,144            4,680           4,714
           AGTS                                                                               -                -                -            3,240            3,154           3,699            3,789           3,600
           Fuel system                                                                        -                -                -              825              824           2,130            2,479           2,491
A-156




           Tenant facilities                                                                  -                -                -            8,237            8,879           8,580           11,917          11,421
           Supplemental terminal rentals (c)                                                  -                -                -                -                -          12,000            8,000           5,000
           Supplemental terminal rental credits (d)                                           -                -                -                -                -               -                -            (160)
           Reimbursed expenses                                                           42,307
                                                                                   ___________            44,537
                                                                                                    ___________            45,114
                                                                                                                     ___________            50,432
                                                                                                                                      ___________            56,518
                                                                                                                                                       ___________           60,672
                                                                                                                                                                       ___________            68,557
                                                                                                                                                                                        ___________           72,147
                                                                                                                                                                                                        ___________
                  Subtotal                                                        $    142,906      $    144,840     $    150,035     $    132,243     $    141,092    $    198,209     $    242,152    $    240,354
                                                                                  ___________       ___________      ___________      ___________      ___________     ___________      ___________     ___________
        Total airline payments                                                    $    198,004      $    205,795     $    212,638     $    184,595     $    195,780    $    253,121     $    301,484    $    298,857
              Less: Cargo airline landing fees                                          (2,608)     (2,318)     (2,681)     (2,242)     (2,304)     (2,267)     (2,399)     (2,330)
              Less: Inside concession credit                                           (29,371)    (31,522)    (31,569)    (34,958)    (36,263)    (40,024)    (44,503)    (46,954)
                                                                                  ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________
               Total passenger airline payments                                   $    166,024 $   171,955 $   178,388 $   147,365 $   157,184 $   210,756 $   254,499 $   249,490

              Enplaned passengers                                                        45,287
                                                                                   ___________            44,809
                                                                                                    ___________            45,375
                                                                                                                     ___________            45,900
                                                                                                                                      ___________            46,700
                                                                                                                                                       ___________           47,750
                                                                                                                                                                       ___________            48,800
                                                                                                                                                                                        ___________           49,600
                                                                                                                                                                                                        ___________
              Airline payments per enplaned passenger                                     $3.67            $3.84            $3.40            $3.21            $3.37           $4.41            $5.22           $5.03

        All-in passenger airline payments
             Payments to City (e)                                                 $    166,024      $    171,955     $    178,388     $    147,365     $    157,184    $    210,756     $    254,499    $    249,490
             Payments to terminal operator (f)                                          47,713
                                                                                  ___________             51,604
                                                                                                    ___________            46,372
                                                                                                                     ___________            48,521
                                                                                                                                      ___________            51,047
                                                                                                                                                       ___________           67,419
                                                                                                                                                                       ___________            72,557
                                                                                                                                                                                        ___________           76,581
                                                                                                                                                                                                        ___________
               Total passenger airline payments                                   $    213,737      $    223,560     $    224,760     $    195,886     $    208,231    $    278,175     $    327,056    $    326,071

              Enplaned passengers                                                        45,287
                                                                                   ___________            44,809
                                                                                                    ___________            45,375
                                                                                                                     ___________            45,900
                                                                                                                                      ___________            46,700
                                                                                                                                                       ___________           47,750
                                                                                                                                                                       ___________            48,800
                                                                                                                                                                                        ___________           49,600
                                                                                                                                                                                                        ___________
              All-in airline payments per enplaned passenger                              $4.72            $4.99            $4.95            $4.27            $4.46           $5.83            $6.70           $6.57


        (a)   City of Atlanta, Airport Revenue Fund reports.
        (b)   Rentals for domestic and international terminal buildings, terminal building tenant facilities, AGTS, and fuel facilities.
        (c)   Additional rentals paid by Signatory Airlines. See accompanying text for explanation.
        (d)   Credits to Signatory Airlines. See accompanying text for explanation.
        (e)   Includes payments made through the common-use terminal manager.
        (f)   Payments to terminal operations and maintenance consortium (AATC). See accompanying text for explanation.


                                                                                                                                                                                                                        10/20/10
                                                                                                        Exhibit E-2

                                                                                    CALCULATION OF INSIDE CONCESSION CREDIT
                                                                                      Hartsfield-Jackson Atlanta International Airport
                                                                                             For Fiscal Years ending June 30
                                                                                          (dollars and passengers in thousands)

                                   This exhibit is based on information from the sources indicated and assumptions provided by, or reviewed with and approved by, Airport management,
                                     as described in the accompanying text. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events
                                   and circumstances could occur. Therefore, there will be differences between the forecast and actual results, and those differences could be material.

                                                                                                 Historical (a)                                                       Forecast
                                                                                    FY 2008        FY 2009            FY 2010         FY 2011         FY 2012         FY 2013          FY 2014          FY 2015

        Inside concession revenues (b)                                          $       66,439 $        70,720 $         70,964 $        72,908 $        75,453 $        82,734 $          91,600 $        96,414
        Less: Atrium concession revenues                                                (4,460)         (4,134)          (4,608)              -               -               -                 -               -
        Less: City retention for AGTS costs                                             (3,709)         (3,709)          (3,709)         (3,709)         (3,709)         (3,709)           (3,709)         (3,709)
        Less: Airline retention for AGTS costs                                            (618)           (618)            (618)           (618)           (618)           (618)             (618)           (618)
        Less: Operating and maintenance
                 expenses for concession areas (c)                                    (1,110)      (805)      (1,129)     (1,354)     (1,420)     (1,660)     (1,754)     (1,841)
                                                                                ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________
              Balance allocated between
                  City and airlines                                             $       56,542   $      61,454    $      60,900   $      67,226   $      69,706   $      76,746    $       85,519   $      90,245

        Airline share (50% of balance)                                          $       28,271   $      30,727    $      30,450   $      33,613   $      34,853   $      38,373    $       42,759   $      45,123
        Plus: Airline retention for AGTS costs                                             618             618              618             618             618             618               618             618
        Plus: Operating and maintenance
                 expenses for concession areas (c)                                     1,110         805       1,129       1,354       1,420       1,660       1,754       1,841
        Less: Share of AGTS vehicle costs                                               (628)       (628)       (628)       (628)       (628)       (628)       (628)       (628)
                                                                                ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________
              Net airline credit                                                $     29,371 $    31,522 $    31,569 $    34,958 $    36,263 $    40,024 $    44,503 $    46,954
A-157




              Enplaned passengers                                                       45,287          44,809           45,375          45,900          46,700          47,750            48,800          49,600

              Net airline credit per enplaned passenger                                  $0.65           $0.70            $0.70           $0.76           $0.78            $0.84            $0.91           $0.95


        (a)   Source: City of Atlanta, Airport Revenue Fund reports.
        (b)   See Exhibit E.
        (c)   Payments made by airlines to AATC for operating and maintenance expenses allocable to inside concessions space.




                                                                                                                                                                                                                    10/20/10
                                                                                                        Exhibit F

                                                        APPLICATION OF PASSENGER FACILITY CHARGE REVENUES AND DEBT SERVICE COVERAGE
                                                                             Hartsfield-Jackson Atlanta International Airport
                                                                                    For Fiscal Years ending June 30
                                                                                 (dollars and passengers in thousands)

                                 This exhibit is based on information from the sources indicated and assumptions provided by, or reviewed with and approved by, Airport management,
                                   as described in the accompanying text. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events
                                 and circumstances could occur. Therefore, there will be differences between the forecast and actual results, and those differences could be material.

                                                                                                Historical (a)                                                       Forecast
                                                                                   FY 2008        FY 2009            FY 2010         FY 2011         FY 2012         FY 2013         FY 2014          FY 2015

        Calculation of PFC Revenues
            Enplaned passengers                                                       45,287           44,809           45,363          45,900          46,700          47,750           48,800          49,600
            Percent PFC-eligible                                                       90.6%            84.8%            83.2%           85.0%           85.0%           85.0%            85.0%           85.0%
            Net PFC collection per passenger (b)                                       $4.39            $4.39            $4.39           $4.39           $4.39           $4.39            $4.39           $4.39

              PFC collections                                                  $    180,089    $    166,714      $    165,765    $    171,276    $    174,261    $    178,179    $    182,097     $    185,082
              Investment earnings (c)                                                22,202
                                                                               ___________           12,145
                                                                                               ___________             10,432
                                                                                                                 ___________            6,102
                                                                                                                                 ___________            4,456
                                                                                                                                                 ___________            4,160
                                                                                                                                                                 ___________            3,345
                                                                                                                                                                                 ___________             2,086
                                                                                                                                                                                                  ___________
                  Total PFC Revenues                                 [A]       $    202,291    $    178,859      $    176,197    $    177,378    $    178,717    $    182,339    $    185,442     $    187,168

        Pay-as-you-go expenditures
           Runway 10-28                                                        $          -    $          -      $          -    $          -    $          -    $          -    $          -     $          -
           Other airfield projects                                                   31,625           3,049            12,307          41,731          43,632               -          54,000                -
           MHJIT                                                                     15,298          10,000            29,780         132,996          78,693               -               -                -
           Other terminal projects                                                   16,904          18,206             8,111          21,907          33,144          16,649         141,176           24,424
           CONRAC landside access                                                     2,500               -            32,291               -               -               -               -                -
           Other projects                                                                 -           6,983            25,913          13,086          21,078          54,189          31,805           95,581
A-158




             Subtotal project costs                                            $     66,327    $     38,238      $    108,402    $    209,720    $    176,547    $     70,838    $    226,981     $    120,005
           Financing costs (d)                                                      185,245
                                                                               ___________           23,100
                                                                                               ___________             19,000
                                                                                                                 ___________           24,800
                                                                                                                                 ___________           16,075
                                                                                                                                                 ___________     ___________-    ___________-     ___________-
                    Subtotal                                         [B]       $     251,572   $       61,338    $     127,402   $     234,520   $     192,622   $      70,838   $     226,981    $     120,005

        PFC Revenue Hybrid Bond debt service (e)
           Runway 10-28                                                        $      9,041    $      9,041      $      9,041    $      9,042    $      9,042    $      9,042    $      9,042     $      9,042
           Other airfield projects                                                    6,235           3,591             2,603           2,685           2,723           2,396           2,396            2,396
           MHJIT                                                                     20,891           8,741             8,741          24,240          33,441          58,089          58,091           58,091
           Other terminal projects                                                    1,790           4,995             5,458             448             448             448             448              448
           CONRAC landside access                                                    17,757           5,791             5,791           5,773           5,773           5,773           5,773            5,773
           Other projects                                                                 -               -                 -               -               -               -               -                -
            Subtotal debt service                                              $     55,715    $     32,159      $     31,634    $     42,188    $     51,428    $     75,749    $     75,751     $     75,751
           Less: Amount paid from General Revenues                             ___________-    ___________-      ___________-    ___________-    ___________-    ___________-    ___________-     ___________-
              Debt service paid from PFC Revenues                    [C]       $      55,715   $       32,159    $      31,634   $      42,188   $      51,428   $      75,749   $       75,751   $      75,751
                                                                               ___________     ___________       ___________     ___________     ___________     ___________     ___________      ___________
                  Total expenditures                              [D=B+C]      $    307,287    $     93,497      $    159,036    $    276,708    $    244,050    $    146,587    $    302,732     $    195,756

                  Net PFC Revenues over (under) expenditures        [A-D]      $    (104,996) $       85,362     $      17,161   $     (99,330) $      (65,333) $       35,752   $    (117,290) $        (8,588)
                  PFC Revenue Fund ending balance                              $     252,266 $       337,627     $     354,789   $     255,459 $       190,126 $       225,878   $     108,588 $        100,000

              PFC Revenue Hybrid Bond
              debt service coverage                                 [A/C]               363%             556%            557%            420%            348%             241%            245%            247%


        (a)   Source: City of Atlanta, Department of Aviation, PFC Revenue Fund and PFC Quarterly Status reports.
        (b)   PFC of $4.50 net of airline collection fee of $0.11.
        (c)   Assuming forecast investment earnings rate of 2.0%.
        (d)   Early redemption of 2004E and 2004K PFC Bonds and payment of debt service on General Revenue Bonds.
        (e)   Interest and principal at maturity on 2004D and 2004E variable-rate PFC Bonds. Principal paid prior to maturity is shown with financing costs.




                                                                                                                                                                                                                  10/20/10
                                                                                                       Exhibit G

                                                                    APPLICATION OF GENERAL REVENUES AND DEBT SERVICE COVERAGE
                                                                                Hart