MDTA Finance and Administration Committee Meeting Materials

R ESOLUTION 26-02 Page 2

Manufacturers and Traders Trust Company, as trustee, to issue revenue bonds secured by passenger facility charge revenues generated from the operation of the airport facilities at BWI Marshall Airport (the “ PFC Revenues ”); and W HEREAS , pursuant to Sections 2.01 and 2.05 of the PFC Trust Agreement, the MDTA has issued its Passenger Facility Charge Revenue Bonds, Series 2012A, dated April 25, 2012 (the “ Series 2012A PFC Bonds ”), its Passenger Facility Charge Revenue Bonds, Series 2012B, dated December 13, 2012 (the “ Series 2012B PFC Bonds ”), its Passenger Facility Charge Revenue Bonds, Series 2014, dated December 18, 2014 (the “ Series 2014 PFC Bonds ”) and its Passenger Facility Charge Revenue Bonds, Series 2019, dated June 19, 2019 (the “ Series 2019 PFC Bonds ” and, together with the Series 2012A PFC Bonds, the Series 2012B PFC Bonds and the Series 2014 PFC Bonds, the “ Outstanding Prior Bonds ”) for the purpose of financing improvements to certain Airport Facilities Projects (as defined in the PFC Trust Agreement); and W HEREAS , the MDOT MAA has asked the MDTA to issue the Series 2026 PFC Bonds for the purpose of financing two state of good repair projects, one capacity project, and the design for a new Air Traffic Control Tower, Concourse C/D Connector and Baggage Handling System (collectively referred to herein as the “ 2026 PFC Projects ”). The state of good repair projects to be financed with the Series 2026 PFC Bonds include the Concourse B Roof Replacement and Terminal wide Passenger Movement Modernization (Terminal Vestibule Doors, Elevators, Escalators, Moving Walkways). The capacity project to be financed with the Series 2026 PFC Bonds is for a Concourse D/E Bag Claim Expansion. WHEREAS , Section 2.05 of the PFC Trust Agreement provides that the MDTA may from time to time issue Additional Bonds (as defined in the PFC Trust Agreement) in accordance with the terms and conditions set forth in the PFC Trust Agreement for the purpose of paying all or any part of the cost of any additional Airport Facilities Projects (as defined in the PFC 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 , the MDTA desires to adopt this Resolution to authorize the execution and delivery of a supplement to the PFC Trust Agreement (the “ Supplemental PFC Trust Agreement ”) that will include, among other provisions, the terms of the Series 2026 PFC Bonds as Additional Bonds, the pledge of PFC Revenues as security for the Series 2026 PFC Bonds, other legally available revenues generated from operation of the airport facilities, as deemed appropriate by the Executive Director of the MDTA (the “ Executive Director ”); and W HEREAS , the MDTA desires to authorize the issuance of one or more additional series of PFC Bonds, for the purpose of (i) financing and refinancing the costs of the 2026

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