Res. Auth. 98B Bonds - $250M

OHIO TURNPIKE COMMISSION

A Resolution Authorizing the Issuance of an Amount not to

Exceed $265,000,000 Aggregate Principal Amount of State of Ohio

Turnpike Revenue Refunding Bonds, 2009 Series A, and Authorizing

Other Actions in Connection with the Issuance of Such Bonds

WHEREAS, the Ohio Turnpike Commission (the "Commission") is, by virtue of Chapter

5537 of the Ohio Revised Code (the "Act"), authorized and empowered, among other things, (a)

to issue revenue bonds of the State of Ohio (the "State") for the purpose of refunding any bonds

then outstanding, including the payment of related financing expenses, and (b) to enact this

Resolution and execute and deliver the documents hereinafter identified; and

WHEREAS, the Commission has determined that it is necessary to issue an amount not

to exceed $265,000,000 aggregate principal amount of State of Ohio Turnpike Revenue

Refunding Bonds, 2009 Series A (the "2009 Series A Refunding Bonds") in order to refund

certain of its Outstanding $250,000,000 State of Ohio Turnpike Revenue Bonds, 1998 Series B

and $100,000,000 State of Ohio Turnpike Revenue Bonds, 2001 Series A (collectively, the

"Prior Bonds"), in order to reduce interest costs to the Commission, and to pay the costs of

issuance of the 2009 Series A Refunding Bonds;

NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE OHIO

TURNPIKE COMMISSION:

Section 1. Definitions . In addition to the words and terms defined in the recitals and

elsewhere in this Resolution, those words and terms not expressly defined herein and used herein

with initial capitalization where rules of grammar do not otherwise require capitalization shall

have the meanings assigned to them in the Master Trust Agreement, dated as of February 15,

1994 (the "Master Trust Agreement"), as amended and supplemented by the First Supplemental

Trust Agreement, dated as of February 15, 1994, the Second Supplemental Trust Agreement,

dated as of September 1, 1995, the Third Supplemental Trust Agreement, dated as of May 1,

1996, the Fourth Supplemental Trust Agreement, dated as of June 1, 1998, the Fifth

Supplemental Trust Agreement, dated as of July 1, 1998, the Sixth Supplemental Trust

Agreement dated as of September 1, 1998, the Seventh Supplemental Trust Agreement dated as

of September 15, 1998, the Eighth Supplemental Trust Agreement, dated as of March 1, 1999,

the Ninth Supplemental Trust Agreement, dated as of December 15, 1999, the Tenth

Supplemental Trust Agreement, dated as of June 15, 2000, the Eleventh Supplemental Trust

Agreement, dated as of July 1, 2001, the Twelfth Supplemental Trust Agreement, dated as of

August 15, 2001, the Thirteenth Supplemental Trust Agreement, dated as of July 15, 2004, the

Fourteenth Supplemental Trust Agreement, dated as of January 1, 2005, the Fifteenth

Supplemental Trust Agreement, dated as of January 1, 2009 and the Sixteenth Supplemental

Trust Agreement, as authorized herein (collectively, the "Supplemental Trust Agreements"),

each between the Commission and The Huntington National Bank, as Trustee (the "Trustee").

(The Master Trust Agreement and the Supplemental Trust Agreements are collectively referred

to herein as the "Trust Agreement.")

Section 2. Recitals, Titles and Headings . The terms and phrases used in the recitals of

this Resolution have been included for convenience of reference only, and the meaning,

construction and interpretation of such words and phrases for purposes of this Resolution shall

be determined solely by reference to Article I of the Master Trust Agreement, as amended and

supplemented by the Supplemental Trust Agreements. The titles and headings of the articles and

sections of this Resolution and the Trust Agreement have been inserted for convenience of

reference only and are not to be construed as a part hereof or thereof, shall not in any way

modify or restrict any of the terms or provisions hereof or thereof, and shall never be considered

or given any effect in construing this Resolution or the Trust Agreement or any revisions hereof

or in ascertaining intent, if any question of intent should arise.

Section 3. Interpretation. Unless the context requires otherwise, words of the masculine

gender shall be construed to include correlative words of the feminine and neuter genders and

vice versa, and words of the single number shall be construed to include correlative words of the

plural number and vice versa. This Resolution, the Trust Agreement and the terms and

provisions hereof and thereof shall be liberally construed to effectuate the purposes set forth

herein to sustain the validity of the Trust Agreement.

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Section 4. Tax Matters . The Commission hereby covenants that it will not take any

action, or fail to take any action, if any such action or failure to take action would adversely

affect the exclusion from gross income of the interest on the 2009 Series A Refunding Bonds

under Section 103(a) of the Code. Without limiting the generality of the foregoing, the

Commission hereby covenants as follows:

(a) The Commission will not directly or indirectly use or permit the use of any

proceeds of the 2009 Series A Refunding Bonds or any other funds of the Commission, or take

or omit to take any action that would cause the 2009 Series A Refunding Bonds to be "arbitrage

bonds" within the meaning of Sections 103(b)(2) and 148 of the Code. To that end, the

Commission will comply with all requirements of Sections 103(b)(2) and 148 of the Code to the

extent applicable to the 2009 Series A Refunding Bonds. Because it is necessary to restrict or

limit the yield on the investment of moneys held by the Trustee under the Trust Agreement in

connection with the 2009 Series A Refunding Bonds, the Commission shall so instruct the

Trustee in writing, and the Trustee shall take such action as may be necessary in accordance with

such instructions. The Executive Director, or any other officer of the Commission having

responsibility with respect to the issuance of the 2009 Series A Refunding Bonds, is authorized

and directed to give an appropriate certificate on behalf of the Commission, on the date of

delivery of the 2009 Series A Refunding Bonds for inclusion in the transcript of proceedings,

setting forth the facts, estimates and circumstances and reasonable expectations pertaining to the

use of the proceeds thereof and the provisions of such Sections 103(b)(2) and 148, and to

execute and deliver on behalf of the Commission an IRS Form 8038G in connection with the

issuance of the 2009 Series A Refunding Bonds.

Without limiting the generality of the foregoing, the Commission agrees that there shall

be paid from time to time all amounts required to be rebated to the United States pursuant to

Section 148(f) of the Code. This covenant shall survive payment in full or defeasance of the

2009 Series A Refunding Bonds. The Commission specifically covenants to pay or cause to be

paid to the United States at the times and in the amounts determined under the Trust Agreement

the Rebate Amounts, as described in the Memorandum of Instructions.

Notwithstanding any provision of this subsection (a), if the Commission shall provide to

the Trustee an opinion of nationally recognized Bond Counsel to the effect that any action

required under this Section and the Trust Agreement is no longer required, or to the effect that

some further action is required, to maintain the exclusion from gross income of the interest on

the 2009 Series A Refunding Bonds pursuant to Section 103(a) of the Code, the Commission and

the Trustee may rely conclusively on such opinion in complying with the provisions hereof.

(b) So long as any of the 2009 Series A Refunding Bonds, or any obligations issued

to refund the 2009 Series A Refunding Bonds, remain unpaid, the Commission will not operate

or use, or permit the operation or use of, the Project or any part thereof in any trade or business

carried on by any person within the meaning of the Code which would cause the 2009 Series A

Refunding Bonds to be "private activity bonds" within the meaning of Section 141 of the Code.

Section 5. Authorization of 2009 Series A Refunding Bonds . It is hereby determined to

be necessary to, and the Commission shall, issue, sell and deliver an aggregate principal amount

not to exceed $265,000,000 of State of Ohio Turnpike Revenue Refunding Bonds, 2009 Series

A, provided that the aggregate net present value savings achieved in connection with the

refunding at the time of sale is at least 3%, as determined by the Executive Director. The 2009

Series A Refunding Bonds shall be issued for the purpose of refunding a portion of the

Outstanding Prior Bonds, including costs of the issuance thereof, all in accordance with the

provisions of the Trust Agreement and the Bond Purchase Agreement relating to the 2009 Series

A Refunding Bonds (the "Bond Purchase Agreement") between the Commission and Morgan

Stanley & Co. Incorporated, as representative of the Underwriters named in the Bond Purchase

Agreement (collectively, the "Underwriters").

Section 6. Terms of the 2009 Series A Refunding Bonds.

(a) Authorization and Authorized Amount of 2009 Series A Refunding Bonds . The

2009 Series A Refunding Bonds shall be issued in the aggregate principal amount not to exceed

$265,000,000. No additional Bonds may be issued under the provisions of this Resolution or the

Trust Agreement on a parity with the Bonds, except in accordance with the Trust Agreement.

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(b) Form, Date, Number and Denominations of the 2009 Series A Refunding Bonds.

The 2009 Series A Refunding Bonds shall be issued in the form of global book entry bonds, with

one 2009 Series A Refunding Bond per maturity and interest rate, and shall be dated as provided

in the Sixteenth Supplemental Trust Agreement. The 2009 Series A Refunding Bonds shall be in

the denominations of $5,000 each and integral multiples thereof and shall be initially numbered

from R-1 upwards, and shall be in substantially the form set forth in the Sixteenth Supplemental

Trust Agreement.

(c) Interest Payment Dates . The 2009 Series A Refunding Bonds shall bear interest

from their date, payable semiannually on February 15 and August 15 of each year, commencing

as provided in the Sixteenth Supplemental Trust Agreement.

(d) Pricing. The Chairman, Vice Chairman, Secretary-Treasurer and Assistant

Secretary-Treasurer/Executive Director are each alone, or in any combination, hereby

authorized, empowered and directed to determine the principal amounts and the dates on which

the 2009 Series A Refunding Bonds shall mature and be redeemed, whether bond insurance

should be obtained in order to produce present value savings in debt service on the 2009 Series

A Refunding Bonds in excess of its cost, and the rates of interest per annum which the 2009

Series A Refunding Bonds shall bear, provided that the 2009 Series A Refunding Bonds shall

mature no later than February 15, 2028 and shall bear interest at a true interest cost to the

Commission not to exceed 5.5% per annum.

(e) Redemption of 2009 Series A Refunding Bonds Prior to Maturity. Whether the

2009 Series A Refunding Bonds are subject to redemption prior to maturity shall be as set forth

in the Sixteenth Supplemental Trust Agreement.

(f) Execution of 2009 Series A Refunding Bonds. The 2009 Series A Refunding

Bonds shall be executed by the manual or facsimile signatures of the Chairman or the Vice

Chairman of the Commission and shall be attested by the manual or facsimile signature of the

Secretary-Treasurer or Assistant Secretary-Treasurer of the Commission, and the seal of the

Commission shall be impressed thereon or a facsimile of such seal placed thereon. No 2009

Series A Refunding Bond shall be valid for any purpose unless and until a certificate of

authentication thereon shall have been duly executed by the Trustee.

Section 7. Security for the 2009 Series A Refunding Bonds . The 2009 Series A

Refunding Bonds shall be payable solely from the System Pledged Revenues and shall be

secured by a pledge of and lien on the System Pledged Revenues on a parity with the Bonds

heretofore issued and any additional Bonds to be issued in accordance with the Trust Agreement

in the future, all as set forth in the Trust Agreement. Anything in this Resolution, the Trust

Agreement, the 2009 Series A Refunding Bonds or any other agreement or instrument to the

contrary notwithstanding, the 2009 Series A Refunding Bonds shall not constitute a debt or

pledge of the faith and credit or the taxing power of the State, or of any political subdivision of

the State, and each 2009 Series A Refunding Bond shall contain on the face thereof a statement

to that effect.

Section 8. Continuing Disclosure . In order to comply with Securities and Exchange

Commission Rule 15c2-12, as amended from time to time (the "Rule"), the Commission hereby

covenants and agrees that it will comply with and carry out all of the provisions of the

Continuing Disclosure Commitment dated as of May 1, 1996, as amended (the "Continuing

Disclosure Commitment"). For purposes of such Continuing Disclosure Commitment, "Annual

Information" with respect to the 2009 Series A Refunding Bonds means the Comprehensive

Annual Financial Report of the Commission and the operating data contained in the Section of

the Official Statement (as hereinafter defined) relating to Tolls, including the Schedule of Tolls,

Statistical Traffic Information and Summary of Gross Revenues and Cost of Operation,

Maintenance and Administration.

Section 9. Sixteenth Supplemental Trust Agreement, Bond Purchase Agreement and

Official Statement . The Chairman, Vice Chairman, Secretary-Treasurer, Assistant Secretary-

Treasurer/Executive Director are each alone, or in any combination, hereby authorized,

empowered and directed to execute, acknowledge and deliver on behalf of the Commission, the

Sixteenth Supplemental Trust Agreement, the Bond Purchase Agreement and the Official

Statement of the Commission regarding the 2009 Series A Refunding Bonds (the "Official

Statement"), the forms of which have been presented at this meeting, which forms are hereby

approved with such changes or revisions therein not inconsistent with the Act and not

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substantially adverse to the Commission as may be permitted by the Act and approved, upon

advice of counsel to the Commission and Bond Counsel, by the Executive Director and the

officers executing the same. The approval of such changes and insertions by such officers, and

that such changes are not substantially adverse to the Commission, shall be conclusively

evidenced by the execution of the Sixteenth Supplemental Trust Agreement, Bond Purchase

Agreement and Official Statement by such persons. The use and distribution of the Preliminary

Official Statement by the Underwriters, the form of which has been presented to this meeting, is

hereby authorized, ratified and approved.

Section 10. Escrow Deposit Agreement . The Chairman, Vice Chairman, Secretary-

Treasurer, Assistant Secretary-Treasurer/Executive Director are each alone, or in any

combination, hereby authorized, empowered and directed to execute, acknowledge and deliver

on behalf of the Commission, the Escrow Deposit Agreement with The Huntington National

Bank, as Escrow Deposit Trustee, the form of which has been presented at this meeting, which

form is hereby approved with such changes or revisions therein not inconsistent with the Act and

not substantially adverse to the Commission as may be permitted by the Act and approved, upon

advice of counsel to the Commission and Bond Counsel, by the Executive Director and the

officers executing the same, so that all the Prior Bonds, or such lesser amount as may be

specified in the Escrow Deposit Agreement in order to comply with the requirements of the

Code, shall be and hereby are ordered called for optional redemption according to their terms on

the optional redemption dates following the issuance of the 2009 Series A Refunding Bonds, as

set forth in the Escrow Deposit Agreement. Such officers are each hereby further separately

authorized to subscribe for and purchase such United States Treasury obligations, including such

obligations of the State and Local Government Series, as shall be required pursuant to such

Escrow Deposit Agreement and to pay for such obligations with the proceeds of the 2009 Series

A Refunding Bonds, and any such actions heretofore taken by such officers or the Underwriters

or bond counsel in connection with such subscription and purchase are hereby approved, ratified

and confirmed.

Section 11. Authorization of Other Documents and Actions . The Chairman, Vice

Chairman, Secretary-Treasurer, Assistant Secretary-Treasurer/Executive Director are each alone,

or in any combination, hereby authorized to take any and all actions and to execute such

financing statements, certificates, commitments with bond insurers, if any, agreements with

Verification Accountants, and other instruments or documents that may be necessary or

appropriate in the opinion of Bond Counsel, or counsel to the Commission, in order to effect the

issuance of the 2009 Series A Refunding Bonds, the refunding of the Prior Bonds and the intent

of this Resolution. The Secretary-Treasurer, Assistant Secretary-Treasurer/Executive Director,

or other appropriate officer of the Commission, shall certify a true transcript of all proceedings

had with respect to the issuance of the 2009 Series A Refunding Bonds, along with such

information from the records of the Commission as is necessary to determine the regularity and

validity of the issuance of the 2009 Series A Refunding Bonds.

Section 12. Ratings . The Chairman, Vice Chairman, Secretary-Treasurer, Assistant

Secretary-Treasurer/Executive Director are each alone, or in any combination, hereby

authorized, to apply for a rating from one or more national rating services with respect to the

2009 Series A Refunding Bonds, and any such actions heretofore taken are hereby approved,

ratified and confirmed. The payment of the fees and expenses relating to any such rating from

the proceeds of the 2009 Series A Refunding Bonds is hereby authorized.

Section 13. Sale of the 2009 Series A Refunding Bonds . The 2009 Series A Refunding

Bonds are hereby awarded to the Underwriters, in accordance with the terms of the Bond

Purchase Agreement. The Chairman, Vice Chairman, Secretary-Treasurer and Assistant

Secretary-Treasurer/Executive Director are each alone, or in any combination, hereby authorized

and directed to make on behalf of the Commission the necessary arrangements with the

Underwriters to establish the price, date, location, procedure and conditions for the delivery of

the 2009 Series A Refunding Bonds, and to take all steps necessary to effect the due execution

and delivery of the 2009 Series A Refunding Bonds to the Underwriters under the terms of this

Resolution, the Bond Purchase Agreement and the Trust Agreement.

Section 14. No Personal Liability . No recourse under or upon any obligation, covenant,

acceptance or agreement contained in this Resolution, or in the 2009 Series A Refunding Bonds,

or in the Trust Agreement or the Bond Purchase Agreement, or under any judgment obtained

against the Commission or by the enforcement of any assessment or by any legal or equitable

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proceeding by virtue of any constitution or statute or otherwise, or under any circumstances,

shall be had against any member or officer or attorney, as such, past, present, or future, of the

Commission, either directly or through the Commission, or otherwise, for the payment for or to

the Commission or any receiver thereof, or for or to any Holder of the 2009 Series A Refunding

Bonds secured thereby, or otherwise, of any sum that may be due and unpaid by the Commission

upon any of such 2009 Series A Refunding Bonds. Any and all personal liability of every

nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any

such member or officer or attorney, as such, to respond by reason of any act or omission on his

part, or otherwise, for, directly or indirectly, the payment for or to the Commission or any

receiver thereof, or of any sum that may remain due and unpaid upon the 2009 Series A

Refunding Bonds hereby secured or any of them, shall be expressly waived and released as a

condition of and consideration for the execution and delivery of the Sixteenth Supplemental

Trust Agreement, and acceptance of the Bond Purchase Agreement and the issuance of the 2009

Series A Refunding Bonds.

Section 15. Repeal of Conflicting Resolutions . All resolutions and orders, or parts

thereof, in conflict with the provisions of this Resolution are, to the extent of such conflict,

hereby repealed.

Section 16. Compliance With Sunshine Law . It is hereby determined that all formal

actions of the Commission relating to the adoption of this Resolution were taken in an open

meeting, and that all deliberations of the Commission and of its committees, if any, which

resulted in formal action were in meetings open to the public, in full compliance with Section

121.22 of the Ohio Revised Code.

(Resolution No. 10-2009 adopted April 27, 2009)

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