MDTA Finance and Administration Meeting Materials

R ESOLUTION 25-01 Page Two

W HEREAS , the Series 2017 Bonds, the Series 2020 Bonds, the Series 2021A Bonds, the Series 2022 Bonds, the 2022 TIFIA Bond and the Series 2024A Bonds, currently outstanding (the “ Outstanding Prior Bonds ”) were issued for the purpose of financing and refinancing the design, construction and equipping of Transportation Facilities Projects (as defined in the Master Trust Agreement) or any Improvements (as defined in the Master Trust Agreement);; and W HEREAS , Section 2.04 of the Master Trust Agreement provides that the MDTA may from time to time issue Additional Bonds (as defined in the Master Trust Agreement) in accordance with the terms and conditions set forth in the Master Trust Agreement for the purpose, among others, of (i) paying all or any part of the cost of any additional Transportation Facilities Projects (as defined in the Master Trust Agreement) or any Improvements (as defined in the Master Trust Agreement) or (ii) providing funds for refunding all or a portion of the bonds then outstanding of any or all series, whether or not such bonds are then subject to redemption, including providing for the payment of any redemption premium due or to become due thereon, interest to accrue to the selected redemption or maturity date, any serial maturities to become due prior to the selected redemption or maturity date and any expenses in connection with such refunding; and W HEREAS , pursuant to the terms of Section 11.01 of the Master Trust Agreement, the MDTA desires to enter into a supplemental trust agreement supplementing the Master Trust Agreement to provide for the issuance of Additional Bonds (the “ 2025 Bonds, ” as defined herein) to be secured by the Master Trust Agreement and a supplemental trust agreement equally and ratably with any portion of the Outstanding Prior Bonds that may remain outstanding after issuance of the 2025 Bonds; and W HEREAS , the MDTA desires to authorize the sale and issuance of the 2025 Bonds for the purpose of (i) refunding all or a portion of the Outstanding Prior Bonds or all or a portion of any principal maturities thereof (collectively, the “ Refunded Bonds ”) and (ii) financing the design, construction and equipping of any additions, improvements and enlargements to the Transportation Facilities Projects and any other transportation facility projects designated under the Master Trust Agreement and any trust agreements supplementing thereto as Transportation Facilities Projects (the “2025 Project”), provided that certain conditions set forth in this Resolution are met. N OW , T HEREFORE , B E I T R ESOLVED B Y T HE M ARYLAND T RANSPORTATION A UTHORITY , as follows: Section 1. The MDTA hereby authorizes the issuance of its Special Obligation Revenue Bonds, Series 2025 (the “ 2025 Bonds ”), in one or more series as the bond issue may be further designated by the Executive Director of the MDTA (the “ Executive Director ”), in an aggregate principal amount not to exceed Six Hundred Million Dollars ($600,000,000) for the purpose of (i) refunding and redeeming the Refunded Bonds and financing and refinancing the 2025 Project, (ii) optionally depositing funds into a debt service reserve fund, and (iii) paying the costs related to the issuance of the 2025 Bonds. Section 2. The 2025 Bonds shall be issuable as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof, and sold in one or more series. The

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