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OHIO TURNPIKE COMMISSION

A Resolution Authorizing the Issuance of an Amount not to

Exceed $143,000,000 Aggregate Principal Amount of State of Ohio

Turnpike Revenue Refunding Bonds, 2010 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 $143,000,000 aggregate principal amount of State of Ohio Turnpike Revenue

Refunding Bonds, 2010 Series A (the “2010 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 2010 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, the Sixteenth Supplemental Trust Agreement dated as of

May 1, 2009, and the Seventeenth 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.

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 2010 Series A Refunding Bonds

under Section 103(a) of the Code or cause that interest to be treated as an item of tax preference

under Section 57 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 2010 Series A Refunding Bonds or any other funds of the Commission, or take

or omit to take any action that would cause the 2010 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 2010 Series A Refunding Bonds. If 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 2010 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 2010 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 2010 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 2010

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

2010 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 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 2010 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 2010 Series A Refunding Bonds, or any obligations issued

to refund the 2010 Series A Refunding Bonds, remain unpaid, the Commission will not operate

or use, or permit the operation or use of, the Project refinanced with the proceeds of the 2010

Series A Refunding Bonds or any part thereof in any trade or business carried on by any person

within the meaning of the Code which would cause the 2010 Series A Refunding Bonds to be

“private activity bonds” within the meaning of Section 141 of the Code.

(c) The Chairman, Vice Chairman, Secretary-Treasurer or Assistant Secretary

Treasurer/Executive Director is authorized (i) to make or effect any election, selection, designation,

choice, consent, approval or waiver on behalf of the Commission with respect to the 2010 Series A

Refunding Bonds as the Commission is permitted or required to make or give under the federal

income tax laws, including, without limitation, any of the elections available under Section 148 of

the Code, for the purpose of assuring, enhancing or protecting the favorable tax treatment or status

of the 2010 Series A Refunding Bonds or interest thereon or assisting compliance with requirements

for that purpose, reducing the burden or expense of compliance, reducing the rebate amount or

payments or penalties, or making payments of special amounts in lieu of making computations to

determine, or paying, excess earnings as rebate, or obviating those amount or payments, as

determined by that officer, (ii) to take any and all other actions, make or obtain calculations, make

payments, and make or give reports, covenants and certifications of and on behalf of the

Commission, as may be appropriate to assure the exclusion of interest from gross income and the

intended tax status of the 2010 Series A Refunding Bonds, and (iii) to give one or more appropriate

certificates of the Commission, for inclusion in the transcript of proceedings for the 2010 Series A

Refunding Bonds, setting forth the reasonable expectations of the Commission regarding the

amount and use of all the proceeds of the 2010 Series A Refunding Bonds, the facts, circumstances

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and estimates on which they are based, and other facts and circumstances relevant to the tax

treatment or status of the 2010 Series A Refunding Bonds and interest thereon.

Section 5. Authorization of 2010 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 $143,000,000 of State of Ohio Turnpike Revenue Refunding Bonds, 2010 Series A

for the purpose of refunding all or 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 2010 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 2010 Series A Refunding Bonds.

(a) Authorization and Authorized Amount of 2010 Series A Refunding Bonds . The

2010 Series A Refunding Bonds shall be issued in the aggregate principal amount not to exceed

$143,000,000. 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.

(b) Form, Date, Number and Denominations of the 2010 Series A Refunding Bonds.

The 2010 Series A Refunding Bonds shall be issued in the form of global book entry bonds, with

one 2010 Series A Refunding Bond per maturity and interest rate, and shall be dated the date of

their original issuance. The 2010 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 Seventeenth Supplemental Trust Agreement.

(c) Interest Payment Dates . The 2010 Series A Refunding Bonds shall bear interest

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

on the first Interest Payment Date determined in accordance with paragraph (d) below.

(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 and set forth in a certificate at the time of signing and

delivery of the Bond Purchase Agreement the following with respect to the 2010 Series A

Refunding Bonds, consistent with this Resolution and the Trust Agreement:

(i)

the aggregate principal amount of the 2010 Series A Refunding Bonds to

be issued;

(ii) the purchase price to be paid to the Commission by the Underwriter,

which amount shall be not less than 98% of the amount determined by adding to the

aggregate principal amount of the 2010 Series A Refunding Bonds any aggregate original

issue premium and subtracting from the amount any aggregate original issue discount;

(iii) whether any 2010 Series A Refunding Bonds are to be subject to optional

redemption prior to maturity, and, if so, the earliest optional redemption date for those

2010 Series A Refunding Bonds subject to prior redemption, which shall be not later than

ten and one-half years from the first Interest Payment Date of the 2010 Series A

Refunding Bonds, and the applicable redemption price, which shall be not greater than

102% of the principal amount redeemed;

(iv) the dates on which and amounts in which principal of the 2010 Series A

Refunding Bonds is to be paid, which shall be not later than February 15, 2031, with an

identification of whether the payment is due by stated maturity or by mandatory sinking

fund redemption of 2010 Series A Refunding Bonds of a particular maturity and interest

rate;

(v) the interest rates to be borne by the 2010 Series A Refunding Bonds,

which shall result in a true interest cost to the Commission of not more than 5.00% per

annum, and the first Interest Payment Date of the 2010 Series A Refunding Bonds;

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(vi) the portions of the Prior Bonds to be refunded (the “Refunded Bonds”),

and the date or dates on which they shall be called for redemption, which shall comply

with Section 149(d) of the Code and other applicable federal tax laws;

(vii) the amount, if any, and source of any money to be deposited in the Debt

Service Reserve Fund in order to cause the balance therein to equal the Debt Service

Reserve Requirement, if and to the extent required by the Seventeenth Supplemental

Trust Agreement, and any determination as to whether a Reserve Account Credit Facility

shall be provided in lieu of cash in the Debt Service Reserve Fund;

(viii) whether the 2010 Series A Refunding Bonds are to be secured by or

payable from any Bond Credit Facility; and

(ix) the net present value savings achieved by the refunding of the Refunded

Bonds, discounted at the yield on the 2010 Series A Refunding Bonds, which shall not be

less than 3%.

(e) Redemption of 2010 Series A Refunding Bonds Prior to Maturity . If any 2010

Series A Refunding Bonds are subject to redemption prior to maturity, the procedures for

selection of 2010 Series A Refunding Bonds to be redeemed and giving notice of redemption

shall be as set forth in the Seventeenth Supplemental Trust Agreement.

(f) Execution of 2010 Series A Refunding Bonds. The 2010 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 2010

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 2010 Series A Refunding Bonds. The 2010 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 2010 Series A Refunding Bonds or any other agreement or instrument to the

contrary notwithstanding, the 2010 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 2010 Series A Refunding Bond shall contain on the face thereof a statement

to that effect.

Section 8. Official Statement and Continuing Disclosure .

(a) Primary Offering Disclosure – Official Statement . An official statement shall be

used in connection with the original issuance of the 2010 Series A Refunding Bonds. The

preliminary official statement of the Commission, the form of which has been presented at this

meeting (the “Preliminary Official Statement”), is hereby approved and the distribution and use

of the Preliminary Official Statement is hereby authorized and approved. The Executive

Director is authorized and directed, on behalf of the Commission and in that officer’s official

capacity, to (i) make or authorize modifications, completions or changes of or supplements to,

the Preliminary Official Statement in connection with the original issuance of the 2010 Series A

Refunding Bonds, (ii) determine, and to certify or otherwise represent, when the revised official

statement (the “Official Statement”) is to be “deemed final” (except for permitted omissions) by

the Commission as of its date or is a final official statement for purposes of Rule 15c2-12

prescribed by the SEC pursuant to the Securities Exchange Act of 1934 (the “Rule”), (iii) use

and distribute, or authorize the use and distribution of the Official Statement and any

supplements thereto in connection with the original issuance of the 2010 Series A Refunding

Bonds, (iv) complete and sign the final Official Statement as so approved, together with such

certificates, statements or other documents in connection with the finality, accuracy and

completeness of the Official Statement as that officer deems necessary or appropriate, and (v)

contract for services for the production and distribution of the Preliminary Official Statement and

Official Statement, including by printed and electronic means.

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(b) Agreement to Provide Continuing Disclosure . In order to comply with 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 by a

First Amendment to Continuing Disclosure Commitment dated as of February 23, 2006, and by

the Second Amendment to Continuing Disclosure Commitment (the “Second Amendment”)

authorized herein (as so amended, the “Continuing Disclosure Commitment”). For purposes of

the Continuing Disclosure Commitment, “Annual Information” with respect to the 2010 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 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. Seventeenth Supplemental Trust Agreement, Bond Purchase Agreement and

Second Amendment . 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

Seventeenth Supplemental Trust Agreement, the Bond Purchase Agreement and the Second

Amendment, the forms of which have been presented at this meeting, which forms are hereby

approved with such changes or insertions therein not inconsistent with the Act or this Resolution

and not substantially adverse to the Commission as may be permitted by the Act and this

Resolution 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 Seventeenth Supplemental

Trust Agreement, the Bond Purchase Agreement and the Second Amendment by such officers.

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 insertions 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 Refunded Bonds shall be and hereby are ordered

called for optional redemption according to their terms on the optional redemption dates

designated pursuant to Section 6(d)(vi), as set forth in the Escrow Deposit Agreement. 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

Escrow Deposit Agreement by such officers. Such officers and the Trustee 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 2010 Series A Refunding Bonds, and any such actions heretofore taken by such

officers or the Trustee 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 2010 Series A Refunding Bonds, the refunding of the Refunded 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 2010 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 2010 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 2010 Series A

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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 2010 Series A Refunding Bonds is hereby authorized.

Section 13. Sale of the 2010 Series A Refunding Bonds . The 2010 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 2010 Series A Refunding Bonds, and to take all steps necessary to effect the due execution

and delivery of the 2010 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 2010 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

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 2010 Series A Refunding

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

upon any of such 2010 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 that

person’s 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 2010 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 Seventeenth Supplemental

Trust Agreement, and acceptance of the Bond Purchase Agreement and the issuance of the 2010

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. 45-2010 adopted October 25, 2010)

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