$524,460,000 WASHINGTON CONVENTION CENTER AUTHORITY (Washington, D.C.)

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1 NEW ISSUE-BOOK-ENTRY ONLY Ratings: See Ratings herein. In the opinion of Bond Counsel, under existing law and assuming compliance with the tax covenants described herein, interest on the 1998 Bonds is excluded from gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the Code ). Bond Counsel is also of the opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Interest on the 1998 Bonds is, however, included in the adjusted current earnings of certain corporations for purposes of computing the alternative minimum tax imposed on such corporations. Bond Counsel is further of the opinion that the 1998 Bonds and the interest thereon are exempt from all District taxation, except estate, inheritance and gift taxes. See TAX MATTERS herein regarding certain other tax considerations. $524,460,000 WASHINGTON CONVENTION CENTER AUTHORITY (Washington, D.C.) SENIOR LIEN DEDICATED TAX REVENUE BONDS Series 1998 Dated: September 1, 1998 Due: October 1, as shown on the inside cover page The Senior Lien Dedicated Tax Revenue Bonds, Series 1998 (the 1998 Bonds ) are being issued pursuant to the provisions of a Master Trust Agreement dated as of September 1, 1998 (the Master Trust Agreement ), as supplemented by a First Supplemental Trust Agreement dated as of September 1, 1998 (the First Supplemental Trust Agreement, together with the Master Trust Agreement are collectively termed the Trust Agreement ) between the Washington Convention Center Authority ( WCCA ) and The Bank of New York, as trustee (the Trustee ). The 1998 Bonds are secured by (a) the Dedicated Tax Receipts (as defined herein) and (b) the Pledged Funds (as defined herein) established under the Trust Agreement, subject to the conditions set forth therein. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS herein. The 1998 Bonds will bear interest from September 1, 1998, payable semiannually each April 1 and October 1, commencing on April 1, Principal will be payable October 1 of each year, commencing October 1, The 1998 Bonds will be issued only as fully registered bonds, registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York. Purchases of beneficial interests in the 1998 Bonds will be made in book-entry only form. The 1998 Bonds shall be fully registered in denominations of $5,000 or any integral multiple thereof. Purchasers of beneficial interests will not receive certificates representing their interests in the 1998 Bonds. So long as Cede & Co. is the registered owner of the 1998 Bonds, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., and shall not mean the Beneficial Owners of the 1998 Bonds. Principal of and interest on the 1998 Bonds are payable, so long as Cede & Co. is the registered owner of the 1998 Bonds, to Cede & Co., as nominee for DTC, and Cede & Co. will remit such principal and interest to the DTC Participants for subsequent disbursement to the Beneficial Owners. See BOOK-ENTRY ONLY SYSTEM herein. The proceeds of the 1998 Bonds, exclusive of accrued interest, will be used, together with other funds of WCCA, to (1) finance a portion of the Costs (as defined herein) in connection with the construction of a new convention center (the New Convention Center ) as more fully described herein, (2) fund a deposit to the Operating and Marketing Reserve Account, (3) fund a deposit to the Capital Renewal and Replacement Fund, (4) fund a deposit to the Revenue Stabilization Account in the Revenue Fund, (5) pay the required premiums to the Bond Insurer and Reserve Account Credit Facility Provider, and (6) pay the costs of issuing the 1998 Bonds. The 1998 Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as set forth herein. Payment of the principal of and interest on the 1998 Bonds as and when due will be insured by a municipal bond insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the 1998 Bonds. AMBAC THE 1998 BONDS ARE SPECIAL OBLIGATIONS OF WCCA. THE PRINCIPAL OF AND INTEREST ON THE 1998 BONDS ARE SECURED BY AND PAYABLE SOLELY FROM THE TRUST ESTATE WHICH INCLUDES (A) THE DEDICATED TAX RECEIPTS AND (B) THE PLEDGED FUNDS ESTABLISHED UNDER THE TRUST AGREEMENT. THE 1998 BONDS ARE WITHOUT RECOURSE TO THE DISTRICT OF COLUMBIA, SHALL NOT

2 BE A PLEDGE OF OR INVOLVE THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT OF COLUMBIA, SHALL NOT CONSTITUTE A DEBT OF THE DISTRICT OF COLUMBIA, AND SHALL NOT CONSTITUTE A LENDING OF THE PUBLIC CREDIT FOR PRIVATE UNDERTAKINGS AS PROHIBITED BY THE HOME RULE ACT (AS HEREINAFTER DEFINED). THE 1998 BONDS SHALL NOT BE SECURED BY A LIEN ON THE EXISTING CONVENTION CENTER OR THE NEW CONVENTION CENTER. WCCA HAS NO TAXING POWER. PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE 1998 BONDS IS NOT SUBJECT TO ANNUAL APPROPRIATION BY THE CONGRESS OF THE UNITED STATES OR THE COUNCIL OF THE DISTRICT OF COLUMBIA. The 1998 Bonds are offered subject to prior sale when, as and if issued by WCCA and accepted by the Underwriters, subject to the receipt of the approving legal opinion of Nixon, Hargrave, Devans & Doyle LLP, Washington, D.C., Bond Counsel. Claude E. Bailey, Esq., General Counsel to WCCA, will deliver an opinion as to certain legal matters pertaining to WCCA. Certain legal matters will be passed upon for the Underwriters by their co-counsel, Hunton & Williams, Washington, D.C. and McKenzie & Associates, Washington, D.C. It is anticipated that the 1998 Bonds will be available for delivery to DTC in New York, New York on or about September 29, PaineWebber Incorporated Goldman, Sachs & Co. M.R. Beal & Company Lehman Brothers Merrill Lynch & Co. Salomon Smith Barney First Union Capital Markets Artemis Capital Group, Inc. Siebert Brandford Shank & Co. LLC This cover page contains certain information for quick reference only. It is not a summary of this Official Statement. Investors must read the entire Official Statement to obtain information essential to the making of an informed decision. September 17, 1998

3 MATURITY SCHEDULE $524,460,000 Washington Convention Center Authority Senior Lien Dedicated Tax Revenue Bonds Series 1998 $201,080,000 Serial Bonds Maturity Principal Amount Interest Rate Price or Yield 2003 $10,225, % 4.05% ,685, % 4.15% ,190, % 4.25% ,720, % 4.30% ,310, % 4.35% ,925, % 4.45% ,600, % 4.55% ,315, % ,070, % ,860, % ,690, % ,565, % ,490, % ,435, % $40,965, % Term Bonds Due October 1, 2018, at 5.10% $71,185, % Term Bonds Due October 1, 2021, at 5.15% $211,230, % Term Bonds Due October 1, 2028, at 5.15% Priced to first call date + Priced to par call date (Accrued interest from September 1, 1998, to be added)

4 DISTRICT OF COLUMBIA MAYOR Marion Barry, Jr. COUNCIL Linda W. Cropp, Chairman Harold L. Brazil, At Large Kathleen Patterson, Ward 3 David A. Catania, At Large Charlene Drew Jarvis, Ward 4 Hilda H.M. Mason, At Large Harry L. Thomas, Sr., Ward 5 Carol Schwartz, At Large Sharon Ambrose, Ward 6 Frank Smith, Jr., Ward 1 Kevin P. Chavous, Ward 7 Jack K. Evans, Ward 2 Sandra Allen, Ward 8 WASHINGTON CONVENTION CENTER AUTHORITY BOARD OF DIRECTORS Terence C. Golden, Chairperson Earl C. Cabbell Paul J. Cohn Michael M. Dickens, Vice Chairperson Harold W. Johnson, Jr. Ann K. Pina Dr. Monte P. Shepler, Treasurer William H. Simons, Secretary SENIOR EXECUTIVE STAFF Lewis H. Dawley, III, General Manager and Chief Executive Officer Claude E. Bailey, Esq., General Counsel, Deputy Project Director and Assistant Secretary to the Board Jalal Greene, Chief Financial Officer Allen Y. Lew, Managing Director of Development Pia Brown, Director of Exhibitor Services Cecilia Bankins, Director of Administration Langdon E. Johnson, Director of Sales Anthony D. Robinson, Jr., Director of Public Affairs Steve Schwartz, Director of Facility Operations DISTRICT OF COLUMBIA FINANCIAL RESPONSIBILITY AND MANAGEMENT ASSISTANCE AUTHORITY Alice M. Rivlin, Ph.D., Chairman Constance B. Newman, Vice-Chairman Eugene Kinlow Darius Mans, Ph.D Robert P. Watkins, Esq. BOND COUNSEL Nixon, Hargrave, Devans & Doyle LLP, Washington, D.C. FEASIBILITY CONSULTANT PricewaterhouseCoopers LLP FINANCIAL ADVISORS Mesirow Financial, Inc., Largo, Maryland Columbia Equity Financial Corp., Washington, D.C. INDEPENDENT AUDITORS KPMG Peat Marwick

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6 No dealer, broker, salesman or other person has been authorized to make any representations, other than those contained in this Official Statement in connection with the offering of the 1998 Bonds, and if given or made, such other information or representations should not be relied upon. This Official Statement, which includes the cover page, the inside cover page and the Appendices, does not constitute an offer to sell or a solicitation of an offer to buy the 1998 Bonds nor shall there be any sale of the 1998 Bonds herein described by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein is believed to be reliable, but is not guaranteed as to accuracy or completeness. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of WCCA or the District of Columbia since the date hereof. In connection with the offering, the Underwriters may over allot or effect transactions which stabilize or maintain the market price of the 1998 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 1998 Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in reliance upon exemptions contained in such act.

7 TABLE OF CONTENTS Page SUMMARY STATEMENT...i INTRODUCTION...1 The Washington Convention Center Authority...1 The 1998 Bonds...2 The New Convention Center...2 Security and Source of Payment for the 1998 Bonds...2 Examination of Financial Forecast...3 Miscellaneous...4 THE WASHINGTON CONVENTION CENTER AUTHORITY...4 Board of Directors...5 Senior Staff...6 Employee Relations...7 Annual Budget...8 THE NEW CONVENTION CENTER...8 History...8 Details of the New Convention Center...9 Approvals...9 Contracts...10 Costs of the New Convention Center...12 PROJECT SOURCES AND USES OF FUNDS...13 HOSPITALITY INDUSTRY IN THE DISTRICT...15 DESCRIPTION OF THE 1998 BONDS...16 Authorization...16 Book-Entry...17 Purpose of the 1998 Bonds...17 Terms...17 Method of Payment and Transfer...17 Redemption Provisions...18 Additional Bonds...20 Refunding Bonds...20 Completion Bonds...21 Defeasance...21 DEBT SERVICE REQUIREMENTS FOR THE 1998 BONDS...22 SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS...22 General...22 Dedicated Taxes...23 Surtax on Hotel Sales Tax...25 Lockbox and Collection Agreements...26 Non-Impairment Covenant Of The District...27 Funds and Accounts...27 Summary of Certain Master Trust Agreement Funds and Accounts...30 Flow of Funds...32 BOND INSURANCE AND DEBT SERVICE RESERVE ACCOUNT SURETY BOND...35 Bond Insurance...35 Surety Bond...35 DESCRIPTION OF AMBAC ASSURANCE CORPORATION...36 Ambac Assurance Corporation...36 Available Information...37 Incorporation of Certain Documents by Reference...37 BOOK-ENTRY ONLY SYSTEM...37 BONDHOLDERS RISKS...39 General...39 Collection History and Forecast of Dedicated Taxes...40 Economy of the District and the Nation...40

8 Construction Risk...40 NO BANKRUPTCY...41 LITIGATION...41 Threatened Litigation...41 TAX MATTERS...41 Federal Income Taxes...41 District Taxes...42 Original Issue Discount...42 Original Issue Premium...42 Certain Federal Tax Information...42 LEGAL INVESTMENT IN THE DISTRICT OF COLUMBIA...43 CONTINUING DISCLOSURE...44 LEGAL MATTERS...44 FINANCIAL ADVISORS...44 UNDERWRITING...44 RATINGS...44 EXECUTION OF OFFICIAL STATEMENT...45 APPENDICES Appendix A Examination of a Financial Forecast for the New Convention Center... A-1 Appendix B Audited Financial Statements of WCCA for years ended September 30, 1997, September 30, 1996, and September 30, 1995, and Unaudited Financial Statements for the ten months ending July 31, B-1 Appendix C Definitions and Summaries of Certain Provisions of the Trust Agreement and Collection Agreement... C-1 Appendix D Form of Continuing Disclosure Agreement... D-1 Appendix E Form of Opinion of Bond Counsel...E-1 Appendix F-1 Specimen Bond Insurance Policy...F-1 Appendix F-2 Specimen Surety Bond Policy...F-2

9 SUMMARY STATEMENT The following brief statement is subject in all respects to more complete information contained in this Official Statement. The entire Official Statement, including the Appendices hereto, should be read by any prospective purchaser of the 1998 Bonds. Capitalized terms used herein and not otherwise defined have the meanings set forth in APPENDIX D hereto. The Washington Convention Center Authority The issuer of the 1998 Bonds is the Washington Convention Center Authority ( WCCA ), a body corporate and an independent authority of the District of Columbia (the District ) government created pursuant to the Washington Convention Center Authority Act of 1994, D.C. Law , effective September 28, 1994 (D.C. Code et seq.), as amended (the WCCA Act ). WCCA was established for the purpose of acquiring, constructing, equipping, maintaining and operating a new convention center in the District (the New Convention Center ), engaging in activities it deems appropriate to promote trade shows, conventions and other events closely related to activities of the existing convention center and the New Convention Center and maintaining and operating the existing convention center until the New Convention Center is completed and opened for operation. WCCA is governed by a nine-member Board of Directors (the Board ). Two members, one of whom is the Chief Financial Officer of the District, serve ex-officio with voting rights and the remaining seven public members are appointed by the Mayor with the advice and consent of the Council of the District of Columbia (the Council ). There is one vacancy on the Board. See THE WASHINGTON CONVENTION CENTER AUTHORITY herein. WCCA is authorized to issue bonds to finance the costs of the New Convention Center pursuant to the WCCA Act, Section 490 of the District of Columbia Home Rule Act approved December 24, 1973 (P.L ; 87 Stat. 774; D.C. Code et seq.), as amended (the Home Rule Act ), and the Washington Convention Center Authority Dedicated Tax Revenue Bond Resolution of 1998, R , adopted by the Council on July 7, 1998, and effective August 12, Congress took action to implement the plan of finance for the New Convention Center by enacting the Washington Convention Center Authority Authorization Act of 1998 (P.L , effective August 12, 1998) (the WCCA Authorization Act ), which authorized the expenditure without Congressional appropriation of revenues of WCCA, including Dedicated Taxes, and waived a 30-day congressional layover period on Council legislation amending the WCCA Act. The Board adopted a bond resolution on August 17, 1998, authorizing issuance and sale of the Bonds (the Bond Resolution ). See DESCRIPTION OF THE 1998 BONDS - Authorization herein. The District of Columbia Financial Responsibility and Management Assistance Authority (the Control Board ) is required by its enabling legislation to approve certain actions of the Council and WCCA relating to the issuance of the 1998 Bonds and development of the New Convention Center. The Control Board has approved substantially all legislation, contracts and other agreements it was required to approve, and on or prior to the date of delivery of the 1998 Bonds, will adopt its resolution approving the New Convention Center financing. See THE NEW CONVENTION CENTER - Approvals, and DESCRIPTION OF THE 1998 BONDS - Authorization herein. The New Convention Center The New Convention Center will consist of approximately 2,300,000 square feet divided among exhibit space, meeting space, retail space and a ballroom. It is expected that 725,000 square feet will be used for exhibit space, 210,000 square feet for meeting space divisible into 70 rooms, and 44,000 square feet for retail space and street-level restaurants. The meeting space includes 60,000 square feet for a ballroom which is expected to be the largest on the East Coast. When completed, the New Convention Center is expected to rank eighth nationally in the amount of prime exhibit space available. It is designed in a manner that permits multiple conventions or trade shows to occur simultaneously, something that generally cannot be done in the existing convention center. The New Convention Center will be located in the Mount Vernon Square area of Northwest Washington, D.C., approximately

10 400 feet north of the existing convention center. The site generally is bounded by Ninth Street on the west, Seventh Street on the east, Mt. Vernon Place on the south and N Street on the north. There is a subway station adjacent to the site that will be expanded from five to 19 gates which expansion is expected to be funded from a federal grant. No on-site parking for visitors is planned since most visitors to the New Convention Center are expected to be from out of town, although there will be limited on-site parking for staff. There are, however, 8,700 parking spaces in parking garages and parking lots within a ten-minute walk of the New Convention Center. In addition, there are approximately 24,000 hotel rooms in the District and approximately 2,900 of those are within a one mile radius of the New Convention Center. The 1998 Bonds The 1998 Bonds will be issued pursuant to the provisions of the Master Trust Agreement and the First Supplemental Trust Agreement, each dated as of September 1, 1998, between WCCA and The Bank of New York, as trustee. The 1998 Bonds are dated September 1, 1998, and bear interest from that date, payable semiannually on April 1 and October 1, commencing April 1, 1999, at the rates set forth on the inside cover of this Official Statement. The 1998 Bonds will mature on October 1 in the years and in the principal amounts set forth on the inside cover page of the Official Statement. The 1998 Bonds will be available in denominations of $5,000 and any integral multiple thereof under the book-entry only system. Purchasers will not receive physical delivery of the 1998 Bonds. The 1998 Bonds will be issued as registered bonds without coupons and initially will be registered only in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), which will act as securities depository for the 1998 Bonds. Financing Plan The proceeds of the 1998 Bonds, exclusive of accrued interest, will be used, together with other funds of WCCA, to (1) finance a portion of the Costs in connection with the construction of the New Convention Center, (2) fund a deposit to the Operating and Marketing Reserve Account, (3) fund a deposit to the Capital Renewal and Replacement Fund, (4) fund a deposit to the Revenue Stabilization Account in the Revenue Fund, (5) pay the required premiums to the Insurer and Reserve Account Credit Facility Provider, and (6) pay the Costs of Issuance of the 1998 Bonds. See APPENDIX A - EXAMINATION OF A FINANCIAL FORECAST FOR THE NEW CONVENTION CENTER and PROJECT SOURCES AND USES OF FUNDS herein. Security for the 1998 Bonds The 1998 Bonds are payable solely from the Dedicated Tax Receipts and Pledged Funds established under the Trust Agreement. The Dedicated Taxes. The Dedicated Taxes were established pursuant to the WCCA Act. Effective October 1, 1998, the Dedicated Taxes will consist of a separate sales and use tax of 4.45% on hotel room charges (the Hotel Sales Tax ) and a sales and use tax of 1.0% on restaurant meals, alcoholic beverages consumed on premises and rental vehicle charges collected by the District in accordance with the Lockbox and Collection Agreements described herein. The District currently collects a total hotel sales and use tax of 13%, which will be increased to 14.5% effective October 1, 1998, and a total sales and use tax on restaurant meals, alcoholic beverages consumed on premises and rental vehicles charges of 10%. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Dedicated Taxes herein. The WCCA Act authorizes the pledge of the Dedicated Taxes to secure the 1998 Bonds. Pursuant to the WCCA Act, the District has pledged not to limit or alter any rights vested in WCCA to fulfill agreements made with holders of the 1998 Bonds or in any way impair the rights and remedies of Bondholders until the 1998 Bonds and interest thereon are paid in full. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Non- Impairment Covenant of the District herein. (ii)

11 The Surtax. The WCCA Act provides that on or before July 15 of each year, the District of Columbia Auditor (the Auditor ) shall deliver to the Mayor, the Council, the Chief Financial Officer of the District and the Chairman of WCCA a certification relating to the sufficiency of the projected revenues to be realized from the Dedicated Taxes in the upcoming fiscal year, the projected operating revenues of WCCA for the upcoming fiscal year, and any amounts in excess of the minimum required amounts on deposit in any reserve fund or account (other than the Debt Service Reserve Accounts) (collectively, the Projected Revenues ) to meet the sum of the projected operating and debt service expenditures and reserve requirements and the restoration of reserves relating to debt (collectively, the Projected Expenditures ). If the certification of the Auditor indicates that the Projected Revenues are insufficient to meet the Projected Expenditures, the WCCA Act requires the Mayor to impose a surtax (the Surtax ), to become effective on October 1 of such year and to remain in effect for one year, on the Hotel Sales Tax in an amount sufficient to equal the difference between (1) the Projected Expenditures and (2) the Projected Revenues as certified in the Auditor s certificate. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Surtax on Hotel Sales Tax herein. The Lockbox and Collection Agreements. In connection with the issuance of the 1998 Bonds, the District will enter into an agreement with First Union National Bank of Washington, D.C. ( First Union ), pursuant to which First Union will serve as lockbox bank (the Lockbox Bank ) and maintain a lockbox into which the Dedicated Taxes and other sales and use taxes are deposited upon collection (the Lockbox Agreement ). To further secure the 1998 Bonds, and in order to comply with the provision of the WCCA Act requiring that Dedicated Taxes be collected through a lockbox, the District, WCCA, the Trustee and the Lockbox Bank will enter into a collection agreement (the Collection Agreement ) dated as of September 1, 1998, which provides for the establishment and maintenance of a Lockbox (the Lockbox ) pursuant to which the Dedicated Taxes and certain other sales and use taxes will be collected by the Lockbox Bank and deposited into the Lockbox. The Collection Agreement requires the Lockbox Bank to establish the following as separate and segregated accounts: (i) a Transfer Account, (ii) a District Account, (iii) a WCCA Pledged Account and (iv) an Exceptions Account. All sales and use tax payments that match the amount of sales and use tax reported as due on the applicable tax return must be deposited to the Transfer Account; all other payments are deposited in the Exceptions Account. No later than two Business Days after deposit of the payments into the Transfer Account, the Lockbox Bank shall transfer to the WCCA Pledged Account an amount equal to the Dedicated Tax Receipts. Amounts in the Exceptions Account shall be transferred no less than monthly from that account to either the WCCA Pledged Account or the District Account following a reconciliation of the amounts on deposit in the Exceptions Account to amounts actually due and owing as sales and use taxes at the time of payment of such Exception Payments. The Lockbox Bank shall transfer to the Trustee no later than 4:00 p.m. each Business Day all funds on deposit in the WCCA Pledged Account. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Lockbox and Collection Agreements herein. Pledged Funds. The Trust Agreement creates the Pledged Funds which include all funds and accounts established under the Trust Agreement except the Rebate Fund. The Trust Agreement provides for certain minimum amounts to be maintained in certain of the Pledged Funds. At closing, the Debt Service Reserve Account Requirement for the Senior Debt Service Reserve Account will be satisfied by a surety bond in the amount of the Debt Service Reserve Account Requirement provided by Ambac Assurance Corporation ( Ambac Assurance ). In addition, WCCA is expected to make initial deposits at closing of $40,000,000 to the Operating and Marketing Reserve Account, $15,000,000 to the Capital Renewal and Replacement Fund, and $10,000,000 to the Revenue Stabilization Account. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS herein. Bond Insurance and Debt Service Reserve Account Surety Bond Payment of principal and interest on the 1998 Bonds when due will be insured by a municipal bond insurance policy to be issued by Ambac Assurance simultaneously with the delivery of the 1998 Bonds. Ambac Assurance also has issued its commitment to deliver on the date the 1998 Bonds are issued a surety bond which will be deposited into the Senior Bonds Debt Service Reserve Account to satisfy the Debt Service (iii)

12 Reserve Account Requirement with respect to the 1998 Bonds. See BOND INSURANCE AND DEBT SERVICE RESERVE ACCOUNT SURETY BOND herein. Redemption The 1998 Bonds are subject to optional redemption and mandatory sinking fund redemption prior to maturity as set forth herein. See DESCRIPTION OF THE 1998 BONDS - Redemption Provisions herein. Additional Bonds The Master Trust Agreement does not permit the issuance of any Additional Bonds on a parity with the 1998 Bonds, but, subject to certain terms and conditions, does permit the issuance of Additional Bonds on a subordinated lien basis to finance additional costs, as defined herein. Refunding Bonds may be issued as Senior Lien Bonds provided certain conditions are met. See DESCRIPTION OF THE 1998 BONDS - Additional Bonds and DESCRIPTION OF THE 1998 BONDS - Refunding Bonds herein. Completion Bonds Subject to certain terms and conditions, Completion Bonds may be issued on a subordinated lien basis from time to time to finance the Costs of the New Convention Center. The aggregate principal amount for all Series of Completion Bonds may not exceed the amount sufficient to provide WCCA with funds equal to the completion requirement for the New Convention Center, as set forth in a certificate of the Chief Financial Officer of WCCA which must be delivered to the Trustee upon authentication and delivery of each such Series of Completion Bonds. In no event shall the aggregate principal amount of Completion Bonds issued exceed ten percent (10%) of the Costs of the New Convention Center. See DESCRIPTION OF THE 1998 BONDS - Completion Bonds herein. Examination of Financial Forecast PricewaterhouseCoopers LLP, independent accountants (the Feasibility Consultant ), has examined the financial forecast of WCCA for the New Convention Center as described in the Examination of a Financial Forecast for the New Convention Center attached hereto as APPENDIX A. Bondholders Risks Payment of the principal of and interest on the 1998 Bonds is dependent on receipts from Dedicated Taxes imposed and collected by the District as agent for WCCA. WCCA has no taxing power. The amount of the Dedicated Taxes generated and received by WCCA may be affected by adverse economic conditions in the District and the nation, as well as by other factors that WCCA cannot control and which cannot be predicted at this time. See BONDHOLDERS RISKS herein. (iv)

13 OFFICIAL STATEMENT Relating to the Issuance of $524,460,000 WASHINGTON CONVENTION CENTER AUTHORITY SENIOR LIEN DEDICATED TAX REVENUE BONDS Series 1998 INTRODUCTION This Official Statement has been prepared by the Washington Convention Center Authority ( WCCA ) in connection with the issuance and sale of its $524,460,000 Senior Lien Dedicated Tax Revenue Bonds, Series 1998 (the 1998 Bonds ). The summaries and explanations of various documents, or provisions thereof, in this Official Statement do not purport to be complete and are qualified by reference to the complete documents. This Official Statement should be read in its entirety and no one subject discussed herein should be considered less important than any other subject by reason of its location in the text. The Washington Convention Center Authority WCCA is a body corporate and an independent authority of the District of Columbia (the District ) government created pursuant to the Washington Convention Center Authority Act of 1994, D.C. Law , effective September 28, 1994 (D.C. Code et seq.), as amended (the WCCA Act ), enacted by the Council of the District of Columbia (the Council ). Pursuant to the District of Columbia Convention Center and Sports Arena Authorization Act of 1995, approved September 6, 1995, the United States Congress ( Congress ) initially authorized WCCA to spend certain tax revenues on certain preconstruction activities with respect to a new convention center in the District (the New Convention Center ) and on the operation and maintenance of the existing convention center without Congressional appropriation. WCCA was granted authority by the Council to issue bonds to finance Costs (as defined herein) of the New Convention Center pursuant to the WCCA Act, Section 490 of the District of Columbia Home Rule Act approved December 24, 1973 (P.L ; 87 Stat. 774; D.C. Code et seq.) as amended (the Home Rule Act ), and R , the Washington Convention Center Authority Dedicated Tax Revenue Bond Resolution of 1998, adopted on July 7, 1998, and effective August 12, 1998, (the Council Resolution ). Pursuant to the Washington Convention Center Authority Authorization Act of 1998 (P.L ), enacted August 12, 1998 (the WCCA Authorization Act ), Congress authorized WCCA to spend without Congressional appropriation any revenues of WCCA, including those tax revenues defined herein as Dedicated Taxes, for any purpose authorized by the WCCA Act. The WCCA Board of Directors (the Board ) adopted a bond resolution on August 17, 1998, authorizing the issuance and sale of the 1998 Bonds and approving the form of certain documents relating to the issuance and sale of the 1998 Bonds (the Bond Resolution ). The District of Columbia Financial Responsibility and Management Assistance Authority (the Control Board ), on or prior to the date of delivery of the 1998 Bonds, will approve the issuance and sale of the 1998 Bonds to finance the New Convention Center. -1-

14 The 1998 Bonds The 1998 Bonds are dated September 1, 1998, bear interest from that date, payable semiannually on April 1 and October 1, commencing on April 1, 1999, at the rates set forth on the inside cover page of this Official Statement. The 1998 Bonds will mature on October 1 in the years and in the principal amounts set forth on the inside cover page of this Official Statement. The 1998 Bonds are subject to redemption prior to maturity as set forth herein. The 1998 Bonds will be available in denominations of $5,000 and any integral multiple thereof under a book-entry only system. Purchasers will not receive physical delivery of the 1998 Bonds. The 1998 Bonds will be issued as registered bonds without coupons and initially will be registered only in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), which will act as securities depository of the 1998 Bonds. See BOOK-ENTRY ONLY SYSTEM herein. The proceeds of the 1998 Bonds, exclusive of accrued interest, will be used, together with other funds of WCCA, to (1) finance certain Costs in connection with the construction of the New Convention Center, (2) fund a deposit to the Operating and Marketing Reserve Account, (3) fund a deposit to the Capital Renewal and Replacement Fund, (4) fund a deposit to the Revenue Stabilization Account in the Revenue Fund, (5) pay the required premiums to the Insurer and Reserve Account Credit Facility Provider, and (6) pay the Costs of Issuance of the 1998 Bonds. See DESCRIPTION OF THE 1998 BONDS - Sources and Uses of Bond-Related Funds herein. The New Convention Center The New Convention Center will consist of approximately 2,300,000 square feet divided among exhibit space, meeting space, retail space and a ballroom. It is expected that 725,000 square feet will be used for exhibit space, 210,000 square feet for meeting space divisible into 70 rooms, and 44,000 square feet for retail space and street level restaurants. The meeting space includes 60,000 square feet for a ballroom which is expected be the largest on the East Coast. When completed, the New Convention Center is expected to rank eighth nationally in the amount of prime exhibit space available. The New Convention Center will be located in the Mount Vernon Square area of Northwest Washington, D.C., approximately 400 feet north of the existing convention center. The site is bounded by Ninth Street on the west, Seventh Street on the east, Mt. Vernon Place on the south and N Street on the north. As used herein, the term Project shall mean the New Convention Center and any additions or extensions thereto, including any additions and extensions located on non-contiguous plots. See THE NEW CONVENTION CENTER herein. Security and Source of Payment for the 1998 Bonds The 1998 Bonds are being issued under and pursuant to the terms of a Master Trust Agreement (the Master Trust Agreement ) as supplemented by a First Supplemental Trust Agreement (the First Supplemental Trust Agreement and together with the Master Trust Agreement, the Trust Agreement ), each dated as of September 1, 1998, between WCCA and The Bank of New York, as trustee (the Trustee ). The payment of the principal of, premium, if any, and interest on the 1998 Bonds will be secured by a first lien upon and pledge of the Dedicated Tax Receipts and the Pledged Funds under the Trust Agreement. The Pledged Funds are defined in the Master Trust Agreement to mean all Funds and Accounts created and established under the Master Trust Agreement except the Rebate Fund. Section 490 of the Home Rule Act authorizes the District, including WCCA, to pledge the receipts derived from the Dedicated Taxes, as defined herein, as security for the Bonds of WCCA. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Dedicated Taxes herein. Pursuant to a collection agreement (the Collection Agreement ) between and among the District, WCCA, the Trustee and First Union National Bank of Washington, D.C. as the lockbox bank ( Lockbox Bank ), the Dedicated Taxes are collected and deposited in a lockbox (the Lockbox ) maintained by the Lockbox Bank and transferred on each Business Day from the WCCA Pledged Account to the Trustee for credit to the Revenue -2-

15 Account or Revenue Stabilization Account in the Revenue Fund. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Lockbox and Collection Agreements herein. The WCCA Act provides that if Projected Revenues (as defined herein) are insufficient to meet the Projected Expenditures (as defined herein) in any Fiscal Year, the Mayor is required to impose an annual surtax, to become effective on October 1 of such year, on the Hotel Sales Tax in an amount sufficient to satisfy the deficiency. See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Surtax on Hotel Sales Tax herein. In addition, payments of principal of and interest on the 1998 Bonds are guaranteed by a financial guaranty insurance policy to be issued by Ambac Assurance Corporation ( Ambac Assurance or the Insurer ). The Debt Service Reserve Account Requirement will be satisfied by the deposit to the Senior Debt Service Reserve Account of a surety bond (the Reserve Account Credit Facility ) provided by Ambac Assurance Corporation ( Ambac Assurance or the Reserve Account Credit Facility Provider ). See BOND INSURANCE AND DEBT SERVICE RESERVE ACCOUNT SURETY BOND. THE 1998 BONDS ARE SPECIAL OBLIGATIONS OF WCCA. THE PRINCIPAL OF AND INTEREST ON THE 1998 BONDS ARE SECURED BY AND PAYABLE SOLELY FROM THE TRUST ESTATE WHICH INCLUDES (A) THE DEDICATED TAX RECEIPTS AND (B) THE PLEDGED FUNDS ESTABLISHED UNDER THE TRUST AGREEMENT. THE 1998 BONDS ARE WITHOUT RECOURSE TO THE DISTRICT, SHALL NOT BE A PLEDGE OF OR INVOLVE THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE DISTRICT, SHALL NOT CONSTITUTE A DEBT OF THE DISTRICT, AND SHALL NOT CONSTITUTE A LENDING OF THE PUBLIC CREDIT FOR PRIVATE UNDERTAKINGS AS PROHIBITED BY THE HOME RULE ACT. THE 1998 BONDS SHALL NOT BE SECURED BY A LIEN ON THE EXISTING CONVENTION CENTER OR THE NEW CONVENTION CENTER. WCCA HAS NO TAXING POWER. PAYMENT OF PRINCIPAL OF AND INTEREST ON THE 1998 BONDS IS NOT SUBJECT TO ANNUAL APPROPRIATION BY THE CONGRESS OF THE UNITED STATES OR THE COUNCIL OF THE DISTRICT. There are risks associated with the purchase of the 1998 Bonds. See BONDHOLDERS RISKS for a discussion of certain of these risks. Examination of Financial Forecast PricewaterhouseCoopers LLP, independent accountants (referred to herein as the Feasibility Consultant ), has examined the financial forecast of WCCA for the New Convention Center as described in the Examination of a Financial Forecast for the New Convention Center (the Financial Forecast ) attached hereto in APPENDIX A. The Financial Forecast for the New Convention Center covers WCCA s operations subsequent to the construction of the New Convention Center for the six months ending September 30, 2003, and the fiscal years ending September 30, 2004 through APPENDIX A should be read in its entirety. PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT THERE USUALLY WILL BE DIFFERENCES BETWEEN THE FORECASTED AND ACTUAL RESULTS BECAUSE EVENTS AND CIRCUMSTANCES FREQUENTLY DO NOT OCCUR AS EXPECTED, AND THOSE DIFFERENCES MAY BE MATERIAL. THE ACHIEVEMENT OF ANY FINANCIAL FORECAST IS DEPENDENT UPON FUTURE EVENTS, THE OCCURRENCE OF WHICH CANNOT BE ASSURED. Set forth below is a forecasted financial summary of the Dedicated Tax Receipts and annual Debt Service requirements for the four year, six month operating period of the New Convention Center portrayed therein: -3-

16 Forecasted Financial Summary (in thousands) 2003 (1) Dedicated Taxes Revenues $28,871 $59,449 $61,201 $63,035 $64,989 Scheduled Annual Debt Service Requirement (2) 12,976 35,946 35,923 35,908 35,879 Debt Coverage Ratio (3) ` Notes: (1) Represents six months of operations ending September 30. (2) See SECURITY AND SOURCE OF PAYMENT FOR THE 1998 BONDS - Debt Service Requirements for the 1998 Bonds herein. (3) As defined in the First Supplemental Trust Agreement Reference is made to the full text of the Examination of a Financial Forecast for the New Convention Center, appearing as APPENDIX A hereto, which should be read in its entirety. Miscellaneous Financial Statements. Audited financial statements of WCCA for each of the three fiscal years ended September 30, 1997, September 30, 1996, and September 30, 1995, and unaudited financial statements for the ten months ended July 31, 1998, are included in APPENDIX B. Summaries of Documents. Certain terms used herein are defined in APPENDIX C and certain provisions of the Master Trust Agreement, the First Supplemental Trust Agreement and the Collection Agreement are summarized in APPENDIX C. The summaries of the documents herein, including APPENDIX C, do not purport to be comprehensive or definitive and are qualified in their entirety by reference to such documents. Definitions and Opinions. Words and terms defined in other documents which are not defined herein shall have the meanings set forth in such other documents. Insofar as any statements are made in this Official Statement involving matters of opinion, regardless of whether expressly so stated, they are intended merely as such and not as representations of fact. Continuing Disclosure. WCCA will undertake in a Continuing Disclosure Agreement, the form of which is attached as APPENDIX D hereto, to assist the Underwriters in complying with the provisions of Rule 15c2-12 (the Rule ), promulgated by the Securities and Exchange Commission (the SEC ) and as in effect on the date of delivery of the 1998 Bonds, by providing annual financial information and material event notices required by the Rule. See CONTINUING DISCLOSURE and APPENDIX D - FORM OF CONTINUING DISCLOSURE AGREEMENT herein. THE WASHINGTON CONVENTION CENTER AUTHORITY WCCA was created and established as a body corporate and an independent authority of the District government pursuant to the Washington Convention Center Authority Act of 1994, D.C. Law , effective September 28, 1994 (D.C. Code et seq.), as amended. WCCA was established for the purpose of acquiring, constructing, equipping, maintaining, and operating the New Convention Center, in whole or in part, directly or under contract, engaging in other activities as it deems appropriate to promote trade shows and conventions, or other events, closely related to activities of the existing convention center and the New Convention Center, and maintaining and operating the existing convention center until such time as the New Convention Center is completed and opened for operation. -4-

17 Board of Directors The powers of WCCA are exercised through a Board of Directors composed of nine members. Two members serve as ex-officio voting members of the Board. One of the ex-officio members must be the Chief Financial Officer of the District and the other is designated by the Mayor. Currently, the Director of the Office of Tourism and Promotions is the second ex-officio member. The remaining seven members of the Board are public members appointed by the Mayor with the advice and consent of the Council and represent certain sectors of the community. The terms of the public members are four years. No Board member is permitted to serve more than two consecutive four-year terms. The Mayor appoints one public member as chairperson with the advice and consent of the Council. Currently, there is one vacancy on the Board. Current members of the Board are as follows: Chairperson - Terence C. Golden. Mr. Golden was appointed to the Board and designated its chairperson in December He served on an acting basis until confirmed by the Council on June 2, His term expires May 16, Mr. Golden has broad experience in the areas of real estate development, construction and facility management in both the private and public sectors. He currently is President and Chief Executive Officer of the Host Marriott Corporation which owns over 95 hotels worldwide. He also has served as the Administrator of the General Services Administration where he was responsible for overseeing the federal government s procurement system and the construction and management of federal facilities. He also owned Bailey Realty Corporation which advised commercial banks about problem real estate and was a national managing partner in Trammel Crow, one of the nation s largest development companies. Vice Chairperson - Michael M. Dickens. Mr. Dickens is Vice Chairperson of the Board and represents the hotel industry. Mr. Dickens second term on the Board expired in May 1998, but in accordance with District law he continues to serve until a successor is confirmed. He possesses 25 years of experience in the hotel business and is currently President of Hospitality Partners, a partnership between the Donohoe Companies and the D.V.P. Corporation. Hospitality Partners is primarily a hotel management company which manages eleven hotels in the Washington metropolitan area with over 2,230 rooms and over 900 employees. Treasurer - Dr. Monte P. Shepler. Dr. Shepler is President and Chief Executive Officer of the Consortium of Universities of the Washington Metropolitan Area which represents the collective interests of its 13 college and university members as well as their 10,000 faculty members and more than 200,000 students. Prior to joining the Consortium, Dr. Shepler was President of the Connecticut Conference of Independent Colleges. He previously held the position of Deputy Commissioner of Higher Education for the State of Maryland. Dr. Shepler is chair of the Finance Committee of the Board. He is in his second term which will expire on May 16, Secretary - William H. Simons. Mr. Simons is Secretary of the Board and is the representative of organized labor. Mr. Simons was President of the Washington Teachers Union for 21 years and has a long history of involvement in civic, political, educational and organized labor affairs. He is in his second term on the Board and his term expires May 16, Earl C. Cabbell, CPA. Mr. Cabbell was appointed Interim Chief Financial Officer of the District of Columbia in June Prior to that appointment, Mr. Cabbell was the District of Columbia s Deputy Chief Financial Officer for Financial Operations and Systems and was responsible for managing the District s financial management functions. Mr. Cabbell has more than 20 years of financial and accounting experience. He has held various positions in the private sector and government including Director of Finance for the Maryland Department of Transportation, Deputy Director of Finance for the City of Detroit and Director of Accounting for Coca-Cola Enterprises. He is an ex-officio member of the Board by virtue of his position as Interim Chief Financial Officer of the District. Paul J. Cohn. Mr. Cohn represents the local restaurant industry on the Board. He has managed or owned a number of restaurants in the District. He is currently Executive Vice President and Director of Development for Capital Restaurant Concepts, Inc., a restaurant and hospitality management company that operates 14 restaurants in the -5-

18 Washington metropolitan area. Mr. Cohn s second term expired on May 16, 1998, but under District law he continues to serve until a successor is confirmed. Harold W. Johnson, Jr. Mr. Johnson is in his first term on the Board which will expire on May 16, He is currently employed by the District of Columbia Public Schools where he oversees the planning, program management and quality assurance of the school system s ten-year, $2 billion capital program. Prior to joining District of Columbia Public Schools in 1997, Mr. Johnson owned and operated his own construction company. He has more than 11 years of professional experience in construction, construction management, facilities planning and operations and asset management. Ann K. Pina. Ms. Pina has more than 14 years of experience in the District government. During that time she has held a variety of positions including, currently, Director, Office of Tourism and Promotions, and Acting Director, Office of International Business. She also served as the Special Assistant to the Mayor for Protocol. She has been designated as an ex-officio member of the Board. Senior Staff Among the key senior staff of WCCA are the following: General Manager - Lewis H. Dawley, III. Mr. Dawley was named General Manager and Chief Executive Officer of WCCA effective July 1, Mr. Dawley attended the University of California at Los Angeles where he majored in political science. He is a veteran of the convention center facility management field with more than 17 years of experience. Prior to joining WCCA, Mr. Dawley served as General Manager for the Pennsylvania Convention Center Authority for six years. Mr. Dawley s experience also includes opening and operating the COBO Conference/Exhibition Center in Detroit, Michigan as General Manager from 1977 to 1989, and the Minneapolis Convention Center in Minneapolis, Minnesota as Director of Operations from 1989 to His membership in professional organizations includes the International Association of Assembly Managers, the National Association of Exposition Managers, the Professional Convention Management Association, the National Coalition of Black Meeting Planners and the Hotel Sales and Marketing Association. Chief Financial Officer - Jalal Greene. Mr. Greene joined WCCA as the Chief Financial Officer in December Previously, he served as Executive Director of the District of Columbia Lottery and Charitable Games Board and Deputy Chief Financial Officer of the Office of Budget and Planning for the District. In these positions, Mr. Greene oversaw the development of the District s $5.1 billion operating budget, developed the Office of the Budget s mandatory services priority funding system and implemented the Lottery s accounts receivable revised procedures. From 1988 through 1996, Mr. Greene served as financial advisor and underwriter to numerous issuers in the northeast region of the United States on debt issues totaling over $35 billion. Mr. Greene holds a Master s Degree in Business Administration in Finance from Pace University, a Master s Degree in City and Regional Planning from Pratt Institute and a Bachelor s Degree in Economics from City College of New York. General Counsel/Deputy Project Director - Claude E. Bailey, Esq. Mr. Bailey is the General Counsel and Deputy Project Director of WCCA and also serves as Assistant Secretary to the Board. He received his law degree, cum laude, from the Howard University School of Law and his B.A. in political science from Morehouse College. Prior to joining WCCA in 1996, Mr. Bailey held a number of legal positions in District government, including Principal Deputy Corporation Counsel of the District, Deputy Corporation Counsel of the Economic Development Division, and Special Counsel to the Corporation Counsel. He also served for one year as Legal Counsel to Mayor Sharon Pratt Kelly. Before joining the District government, Mr. Bailey worked for two and a half years as an associate in the Washington office of the law firm of Akin, Gump, Strauss, Hauer and Feld. Upon graduation from law school, Mr. Bailey served as a law clerk to the Honorable Damon J. Keith of the United States Court of Appeals for the Sixth Circuit. Managing Director of Development - Allen Y. Lew. Mr. Lew joined WCCA as Managing Director of Development in He holds a M.S. in Architecture and Urban Design from Columbia University, a Bachelor of Architecture and B.S. from the City College of New York School of Architecture. Prior to joining WCCA, he was Vice President of Capital Programs of the New York City Health and Hospitals Corporation, which operated the -6-