R ESOLUTION 26-01 Page 3
obligations of the Maryland Department of Transportation (the “ Department ”) or the MDOT MAA, or (iii) to constitute a debt or a pledge of the faith and credit of the State of Maryland or any political subdivision thereof. The revenues pledged under the Second Amended and Restated Trust Agreement dated as of September 1, 2007, (as amended and supplemented, the “ Toll Facilities Trust ”) derived from the Transportation Facilities Projects or the General Account Projects (as such terms are defined in the Toll Facilities Trust) will not be pledged as security for the Series 2026 PFC Bonds or any other bonds issued under the PFC Trust Agreement, as supplemented and amended. Therefore, the limitation on the outstanding principal amount of toll revenue bonds issued by the MDTA and secured by toll revenues set forth in Section 4-306(b) of the Act does not apply to the Series 2026 PFC Bonds. Section 3 . Bond Sale. (a) The MDTA hereby authorizes its Executive Director to sell one or more series of the Series 2026 PFC Bonds by one or more competitive sales or by negotiated sales (including but not limited to a direct placement with a financial institution), upon terms determined by the Executive Director, with the advice of the Chief Financial Officer, the Department CFO, the MAA CFO, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, the MDOT MAA and the Department, to be the most advantageous for the MDOT MAA, provided that such sale or sales must occur no later than December 31, 2026, unless a later sale date is approved by future resolution of the MDTA, and subject to the limitations set forth below in paragraph (b). (b) The Executive Director is authorized to determine, with the advice of the Chief Financial Officer, bond counsel, financial advisors and, as appropriate, other officers and staff of the MDTA, the terms of the Series 2026 PFC Bonds, including, but not limited to: (i) the rate or rates of interest to be borne by the Series 2026 PFC Bonds or the method of determining the rates for such bonds, provided that the true interest cost, determined by doubling the semiannual interest rate, compounded semiannually, necessary to discount the debt service payments to the date of the Series 2026 PFC Bonds and to the price for such bonds, shall not exceed 6%, (ii) the dates of principal and interest payments and final maturity of the Series 2026 PFC Bonds, provided that the final maturity of the Series 2026 PFC Bonds shall not exceed 30 years, and (iii) the appropriate designation for the Series 2026 PFC Bonds that may reflect a different year of issuance and other modifications. (c) If the Executive Director determines to negotiate the terms of the sale of all or a portion of the Series 2026 PFC Bonds, the MDTA hereby authorizes the Executive Director, with the assistance of the Chief Financial Officer, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, (1) to solicit and accept proposals for the sale of the Series 2026 PFC Bonds on a private, negotiated basis, and (2) if the sale is negotiated, to negotiate the terms of an agreement for the purchase of the Series 2026 PFC Bonds (a “ Bond Purchase Agreement ”), in accordance with the limitations set forth in this Resolution. (d) If the Executive Director determines to sell all or a portion of the Series 2026 PFC Bonds by the solicitation of competitive bids, the MDTA hereby authorizes the Executive Director, with the assistance of the Chief Financial Officer, its bond counsel, its financial advisors and, as appropriate, other officers and staff of the MDTA, (i) to determine the
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