Attachment A FORM OF Commercial Paper Advance Agreement CP Series C and D.pdf

FORM OF

COMMERCIAL PAPER ADVANCE AGREEMENT

dated as of

_____ __, 2026 between

MASSACHUSETTS BAY TRANSPORTATION AUTHORITY

and

[BANK]

relating to

Up to $75,000,000 Series [C][D] Massachusetts Bay Transportation Authority

Commercial Paper Sales Tax Bond Anticipation Notes, Series [C][D]

Tax-Exempt Subseries [C][D]-TE Taxable Subseries [C][D]-TX

- i -

TABLE OF CONTENTS

Page

Article I DEFINITIONS

Section 1.1. Definitions

Section 1.2. Incorporation of Certain Definitions by References

Section 1.3. Principles of Construction

Section 1.4. Accounting Terms

Section 1.5. Time

Article II TERMS OF THE BANK’S COMMITMENT TO MAKE ADVANCES

Section 2.1. Commitment of the Bank to Make Advances

Section 2.2. Method of Funding Advances

Section 2.3. Repayment and Prepayment of the Bank Note; Interest

Section 2.4. Termination of Commitment

Section 2.5. Extension of Expiration Date

Section 2.6. Bank Records

Section 2.7. Method of Payment; Etc

Section 2.8. Security for the Notes

Article III FEES, EXPENSES, PAYMENTS AND INDEMNIFICATION

Section 3.1. Fees

Section 3.2. Payments

Section 3.3. Expenses, Documentary Taxes

Section 3.4. Interest on Overdue Payments

Section 3.5. Indemnification

Section 3.6. Other Agreements by the Authority

Section 3.7. Increased Costs

Section 3.8. CUSIP Numbers; Ratings

Article IV CONDITIONS

Section 4.1. Conditions to Effectiveness of this Agreement

Section 4.2. Issuance of Commercial Paper Notes after Initial Issuance

Section 4.3. Conditions Precedent to Each Advance

Section 4.4. Condition Precedent to Each Term Loan

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Article V REPRESENTATIONS AND WARRANTIES

Section 5.1. Representations and Warranties

Article VI COVENANTS

Section 6.1. Covenants

Section 6.2. Negative Covenants of the Authority

Article VII EVENTS OF DEFAULT

Section 7.1. Events of Default

Section 7.2. Remedies

Section 7.3. No Issuance Notice

Article VIII REPLACEMENT OF THE BANK

Section 8.1. Option to Replace the Bank

Article IX MISCELLANEOUS

Section 9.1. Notices

Section 9.2. No Waivers

Section 9.3. Amendments and Waivers

Section 9.4. Successors and Assigns

Section 9.5. Term of this Agreement

Section 9.6. Choice of Law; Consent to Jurisdiction, Venue and Service of Process

Section 9.7. Counterparts

Section 9.8. Beneficiaries

Section 9.9. Headings Descriptive

Section 9.10. Survival

Section 9.11. Severability

Section 9.12. Interest Limitation

Section 9.13. Issuing and Paying Agency Agreement

Section 9.14. WAIVER OF JURY TRIAL

Section 9.15. USA Patriot Act

Section 9.16. Bank to Provide Information

Section 9.17. Sources of Funds

Section 9.18. Right of Setoff

Section 9.19. Anti-Money Laundering; OFAC

Section 9.20. Arm’s-Length Transaction

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EXHIBIT A REQUEST FOR ADVANCE

EXHIBIT B FORM OF REQUEST FOR EXTENSION OF EXPIRATION DATE

EXHIBIT C FORM OF UNITED STATES OF AMERICA MASSACHUSETTS BAY

TRANSPORTATION AUTHORITY BANK NOTE

EXHIBIT D DEFAULT RATE NOTICE

EXHIBIT E NO-ISSUANCE NOTICE

EXHIBIT F ADDRESSES FOR NOTICES AND PAYMENTS

COMMERCIAL PAPER ADVANCE AGREEMENT

This COMMERCIAL PAPER ADVANCE AGREEMENT, dated as of _____ __, 2026, is entered into by and between MASSACHUSETTS BAY TRANSPORTATION AUTHORITY (together with its successors and assigns, the “Authority”) and [BANK] (together with its successors and assigns, the “Bank”).

ARTICLE I

DEFINITIONS

Section 1.1. Definitions. The following terms, as used herein, have the following meanings:

“Act” means Chapter 161A and Section 35T of Chapter 10 of the General Laws of The Commonwealth of Massachusetts.

“Advance” means any Advance made by the Bank pursuant to Section 2.1 hereof.

“Advance Date” means any date on which an Advance is made including, if applicable, the Expiration Date.

“Agreement” means this Commercial Paper Advance Agreement including any amendment hereto. The parties hereto agree that, for all purposes of the Trust Agreement and the Forty-Fifth Supplemental Trust Agreement, this Agreement will be deemed and treated as a “Facility”, as such term is defined in the Forty-Fifth Supplemental Trust Agreement, and as a “Liquidity Facility”, as such term is defined in the Trust Agreement.

“Alternate Liquidity Facility” means any alternate liquidity facility entered into by the Authority to replace this Agreement (excluding an amendment of this Agreement for the purpose of extending the Expiration Date).

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Authority from time to time concerning or relating to bribery or corruption.

“Authority” has the meaning set forth in the introductory paragraph of this Agreement.

“Available Commitment” as of any day means the sum of the Available Principal Commitment and the Available Interest Commitment of the Bank as of such day.

“Available Interest Commitment” means, and in no event shall it exceed, $_________ which constitutes two hundred seventy (270) days of interest at 9.00% on the maximum Available Principal Commitment calculated on the basis of actual number of days and a 365/366 day year, such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the Interest Component of any Advance; (b) upward in an amount equal to the Interest Component of an Advance that is repaid, including any repayment or prepayment thereof upon the sale of Commercial Paper Notes or Bonds, effective as provided in Section 2.3(a); and (c) downward to zero upon expiration or termination of the Commitment in accordance with the terms hereof;

- 2 -provided, however, that the Available Interest Commitment automatically shall be decreased with each decrease in the Available Principal Commitment permitted hereby; provided, however, that, after giving effect to any such adjustment, the Available Interest Commitment shall never exceed

“Available Principal Commitment” means, and in no event shall it exceed, $________, such initial amount adjusted from time to time as follows: (a) downward in an amount equal to the Principal Component of any Advance; (b) upward in an amount equal to the Principal Component of any Advance or, if such Advance is converted to a Term Loan hereunder, the related Term Loan that is repaid or prepaid, including upon the sale of Commercial Paper Notes or Bonds as provided in Section 2.3(a); and (c) downward to zero upon the expiration or termination of the Commitment in accordance with the terms hereof; provided, however, that, after giving effect to any such adjustment, the Available Principal Commitment shall never exceed $___________.

“Bank” has the meaning set forth in the introductory paragraph of this Agreement. The parties hereto agree that, for all purposes of the Trust Agreement, the term “Bank” has the meaning assigned to such term in the Forty-Fifth Supplemental Trust Agreement.

“Bank Agreement” means any credit agreement, bond purchase agreement, liquidity agreement, direct purchase agreement, standby bond purchase agreement, reimbursement agreement or other agreement or instrument (or any amendment, supplement or modification thereto), other than this Agreement, entered into by the Authority with any Person, directly or indirectly, or otherwise consented to by the Authority, under which any Person or Persons undertakes to make loans, provide credit enhancement or extend credit or liquidity to the Authority in connection with, or to directly purchase, or whose loans or extensions of credit or reimbursement obligations are evidenced or secured by, any Sales Tax Bonds or a pledge of or lien on Pledged Property.

“Bank Note” means the Note issued under and at any time outstanding pursuant to the Forty-Fifth Supplemental Trust Agreement, substantially in the form of Exhibit C hereto which Note constitutes a Subordinated Sales Tax Bond under the Trust Agreement and evidences the obligation of the Authority to repay Advances and Term Loans pursuant to Section 2.3 hereof. The parties hereto agree that, for all purposes of the Trust Agreement and the Forty-Fifth Supplemental Trust Agreement, the Bank Note will be deemed and treated as a “Bank Bond” in accordance with the Forty-Fifth Supplemental Trust Agreement and the Trust Agreement.

“Bank Note Rating” has the meaning set forth in Section 3.8 hereof.

“Bank Rate” means [to follow]; provided, however, that (a) upon the occurrence and during the continuation of any Event of Default, the Bank Rate shall equal the Default Rate; and

(b) the Bank Rate shall not exceed the Maximum Rate and shall include such adjustments thereto as are specified in Section 3.4 hereof.

“Bond” means any Sales Tax Bond, as defined in and authorized to be issued pursuant to the Trust Agreement and an authorizing Supplemental Trust Agreement.

“Business Day” means a day on which the Issuing and Paying Agent, the Dealer, the Bank or bank or trust companies in New York, New York and Boston, Massachusetts, are not authorized or required to remain closed or on which the New York Stock Exchange is not closed.

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“Change in Law” means the occurrence, after the Effective Date, of any of the following:

(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making, issuance, promulgation or final implementation of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, should any of the foregoing occur after the Effective Date the same shall constitute a Change in Law regardless of whether the same shall be related to the Dodd-Frank Act or any action taken by the Bank for International Settlements, the Basel Committee on Banking Supervision, or the United States of America or foreign regulatory authorities ("Basel"). For the avoidance of doubt, the parties hereto agree that the occurrence of any action or event described in the foregoing clauses (a), (b) or (c) prior to the Effective Date, regardless of whether the same shall be related to the Dodd-Frank Act or Basel, shall not constitute a Change in Law.

“Commercial Paper Memorandum” means the Commercial Paper Offering Memorandum, dated ___________, relating to the Commercial Paper Notes, as supplemented and amended from time to time.

“Commercial Paper Notes” means the Series [C][D] Notes issued under and at any time outstanding pursuant to the Forty-Fifth Supplemental Trust Agreement, some of such Notes or all of such Notes.

“Commitment” means the Available Commitment of the Bank calculated without regard to clauses (a), (b) and (c) of the definitions of Available Principal Commitment and Available Interest Commitment.

“Commitment Fee” has the meaning set forth in the Fee Letter.

“Commonwealth” means The Commonwealth of Massachusetts.

“CUSIP Number” has the meaning set forth in Section 3.8 hereof.

“Dealer” means, initially, [Series C: Barclays Capital, Inc.][Series D: J.P. Morgan Securities LLC], and any successor and assign of [Barclay Capital, Inc.][J.P. Morgan Securities LLC] and, thereafter, means any financial institution appointed pursuant to the Forty-Fifth Supplemental Trust Agreement.

“Dealer Agreement” means an agreement of that name between the Authority and the Dealer.

“Debt” of any Person means at any date, without duplication, (a) all obligations of such Person for borrowed money (including, but not limited to, amounts drawn under a letter of credit, line of credit or other credit or liquidity facilities or amounts loaned pursuant to a Bank Agreement), (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business,

(d) all guarantees (including similar obligations) of such Person, (e) all obligations of such Person as lessee under capital leases and (f) all obligations of such Person under any Hedge Agreements, in each case, whether such Person is liable contingently or otherwise, as obligor, guarantor or

- 4 -otherwise, or in respect of which obligations of such Person otherwise assures a creditor against loss.

“Default” means any condition or event which, with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Default Rate” means for any day, _________________ per annum.

“Default Rate Notice” has the meaning set forth in Section 7.2 hereof.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act and all regulations, guidelines and directions in connection therewith, as the same may be amended from time to time.

“DTC” means The Depository Trust Company, and any successor and assign.

“Effective Date” has the meaning set forth in Section 4.1 hereof.

“Embargoed Person” has the meaning set forth in Section 9.19.

“EMMA” means Electronic Municipal Market Access, a service maintained by the Municipal Securities Rulemaking Board, and any successor thereto.

“Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations from time to time promulgated thereunder, or any successor statute.

“Event of Default” has the meaning set forth in Section 7.1 hereof.

“Expiration Date” means the date on which this Agreement is to expire pursuant to its terms, initially 5:00 p.m. on _____ __, 20__, including any extension of such date pursuant to Section 2.5 hereof and, if any such date is not a Business Day, the next preceding Business Day, but not including the date of any early termination of the Available Commitment.

“Fee Letter” means the Fee Letter, dated the Effective Date, entered into between the Bank and the Authority, as the same may be amended and supplemented from time to time.

“Fitch” means Fitch Inc., its successors and assigns and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency,

- 5 -

“Fitch” shall be deemed to refer to any other nationally recognized securities rating agency (other than Moody’s or S&P) designated by the Authority.

“Forty-Fifth Supplemental Trust Agreement” means the Forty-Fifth Supplemental Trust Agreement Providing for the Issuance of Massachusetts Bay Transportation Commercial Paper Sales Tax Bond Anticipation Notes, Series A, B, C and D, consisting of Tax Exempt Subseries and Federally Taxable Subseries, dated as of June 1, 2021, by and between the Authority and the Trustee, as the same may from time to time be amended, supplemented or otherwise modified in accordance with the provisions thereof, of the Trust Agreement and of this Agreement.

“Governmental Authority” means any national, state or local domestic government, any political subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory instrumentality, authority, body, agency, bureau or entity (including any zoning authority, the Federal Deposit Insurance Corporation or the Federal Reserve Board, any central bank or any comparable authority), or any arbitrator with authority to bind a party at law, but shall not include the Authority.

“Hedge Agreement” has the meaning set forth in the Trust Agreement.

“Interest Component,” in respect of any Advance, means the portion of such Advance determined pursuant to the last sentence of the first paragraph of Section 2.1 hereof.

“Initial Delivery Date” means the date the Notes were first delivered to the initial purchasers thereof.

“Investment Grade” means any long-term rating in one of the four highest rating categories of any Rating Agency without regard to any numerical designations or the symbols “+” or “-”.

“Issuing and Paying Agent” means U.S. Bank Trust Company, National Association, in its capacity as Issuing and Paying Agent, and its successors in such capacity and their assigns thereafter appointed.

“Issuing and Paying Agency Agreement” has the meaning set forth in the Forty-Fifth Supplemental Trust Agreement.

“Material Adverse Effect” means any material adverse effect on the properties, assets, condition (financial or otherwise), securing Sales Tax Bonds of the Authority, taken as a whole.

“Maximum Rate” means, on any day, (a) with respect to the Commercial Paper Notes the lesser of (i) the maximum interest rate permitted by applicable law and (ii) the interest rate used to calculate the Available Interest Commitment, which initially shall be 9.00% per annum and

(b) with respect to the Bank Note, the maximum interest rate permitted by applicable law.

“Moody’s” means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency (other than Fitch or S&P) designated by the Authority.

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“No Issuance Notice” has the meaning set forth in Section 7.2 hereof.

“Note” or “Notes” means any of the Authority’s Commercial Paper Notes and the Bank Note issued under and at any time outstanding pursuant to the Forty-Fifth Supplemental Trust Agreement, some of such Notes or all of such Notes.

“Note Documents” means, collectively, this Agreement, the Fee Letter, the Trust Agreement, the Forty-Fifth Supplemental Trust Agreement, the Notes, the Issuing and Paying Agency Agreement, the Dealer Agreement and all other documents required to be delivered by the Authority as of the Effective Date (or at any time with respect to this Agreement) pursuant thereto or in connection therewith.

“Obligations” means all amounts owed by the Authority to the Bank under this Agreement, the Fee Letter and the Bank Note.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Outstanding” has the meaning set forth in the Trust Agreement.

“Parity Obligations” means all Debt of the Authority evidenced by bonds, debentures, notes (excluding the Notes) or other similar instruments now or hereafter outstanding under the terms of the Trust Agreement; provided, that such Debt is secured by Pledged Property the payment of which ranks on a parity with, or senior to, payment of the interest on the Commercial Paper Notes and the principal of and interest on the Bank Note pursuant to the Trust Agreement.

“Parity and Senior Debt” means (i) any bonds, notes, certificates, debentures or other evidence of similar indebtedness issued by or on behalf of the Authority secured by or payable from all or any portion of the Pledged Property the payment of which or the security therefor ranks senior to or on parity with the principal of and/or interest on the Notes, including, without limitation, Sales Tax Bonds, (ii) the obligations (other than any termination payments under any Hedge Agreement) of the Authority under any Hedge Agreement (secured by or payable from all or any portion of the Pledged Property the payment of which or the security therefor ranks senior to or on parity with the principal of and/or interest on the Notes) providing interest rate support with respect to any Debt is issued by or on behalf of the Authority secured by or payable from all or any portion of the Pledged Property the payment of which or the security therefor ranks senior to or on parity with the principal of and/or interest on the Notes, (iii) any obligation of the Authority as lessee under a capital lease secured by or payable from all or any portion of the Pledged Property the payment of which or the security therefor ranks senior to or on parity with the principal of or interest on the Notes (x) which is not subject to appropriation or abatement or (y) which is rated by each Rating Agency then rating Subordinated Sales Tax Bonds at a level equal to or higher than the unenhanced debt rating assigned by each such Rating Agency to the Subordinated Sales Tax Bonds, (iv) any Guarantee by the Authority secured by or payable from all or any portion of the Pledged Property the payment of which or the security therefor ranks senior to or on parity with the principal of and/or interest on the Notes (provided, however, that the failure to pay any such Guarantee as a result of any set off, recoupment, counterclaim or any other defense of the Authority shall not constitute a failure to pay Parity and Senior Debt for purposes of this Agreement) and (v) amounts drawn under any letter of credit, line of credit or other credit or liquidity facilities or

- 7 -amounts loaned pursuant to a Bank Agreement issued for the account of the Authority and, without duplication, all drawings made and reimbursement obligations arising thereunder, in each case, which are secured by or payable from all or any portion of the Pledged Property the payment of which or the security therefor ranks senior to or on parity with the principal of and/or interest on the Notes, including, without limitation, Sales Tax Bonds.

“Participant” has the meaning set forth in Section 9.4 hereof.

“Person” means an individual, a corporation, a partnership, an association, a business trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Pledged Property” means the property described in clauses (i), (ii), (iii), (iv) and (v) of Section 501(1) of the Trust Agreement.

“Principal Component” in respect of any Advance, means the portion of such Advance equal to the principal amount of Commercial Paper Notes paid with the proceeds of such Advance.

“Rating Agencies” means Moody’s and S&P.

“Rating Agency” means Moody’s or S&P.

“Replacement Bank” means the issuer of an Alternate Liquidity Facility.

“Request for Advance” means a written request for an Advance substantially in the form of Exhibit A hereto.

“S&P” means S&P Global Ratings, its successors and assigns and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized securities rating agency (other than Fitch or Moody’s) designated by the Authority.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of signing this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

“Sale Price” has the meaning specified in Section 2.3(a) hereof.

“Sales Tax Bond” means any “Sales Tax Bond” as defined in and authorized to be issued pursuant to the Trust Agreement and a Supplemental Trust Agreement. For the avoidance of doubt, the term “Sales Tax Bonds” includes both Senior Sales Tax Bonds and Subordinated Sales Tax Bonds.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the OFAC or the U.S. Department of State (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned by controlled by any such Person or Persons described in the foregoing clauses (a) or (b).

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“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State.

“Senior Sales Tax Bonds” means “Senior Sales Tax Bonds” as defined in the Trust Agreement.

“Special Event of Default” means an Event of Default specified in Section 7.1(b)(i), 7.1(e), 7.1(f), 7.1(g), 7.1(h), 7.1(i), 7.1(j), 7.1(k), 7.1(m) or 7.1(n) of this Agreement.

“Subordinated Sales Tax Bonds” means “Subordinated Sales Tax Bonds” as defined in the Trust Agreement.

“Substitution Date” means the date on which an Alternate Liquidity Facility is to be substituted for this Agreement.

“Suspension Event” means a Default described in Section 7.2(c) of this Agreement.

“Tax Exempt Notes” means the Authority’s Commercial Paper Sales Tax Bond Anticipation Notes, Series [C][D], Tax Exempt Subseries [C][D]-TE, some of such Notes or all of such Notes..

“Taxes” has the meaning set forth in Section 3.3(b) hereof.

“Termination Date” means the earlier of (a) the Expiration Date, (b) the date on which the Commitment of the Bank to make the Advances hereunder otherwise terminates in accordance with Section 2.4, 7.2 or 8.1 hereof and (c) the date on which the lien of the Pledged Property securing the interest on the Notes and the principal and interest on the Bank Note is defeased, and all Notes issued and outstanding under the Trust Agreement and the Fourty-Fifth Supplemental Trust Agreement are repaid in full, all in accordance with Section 504 of the Fourty-Fifth Supplemental Trust Agreement and Section 1005 of the Trust Agreement.

“Termination Event” has the meaning set forth in Section 7.2(b) hereof.

“Term Loan” has the meaning set forth in Section 2.3(b) hereof.

“Term Loan Commencement Date” means the ninety-first (91st) day immediately following the related Advance Date.

“Term Loan End Date” means, at any time with respect a particular Term Loan, the first to occur of (a) the [fifth (5th)] anniversary of the related Advance Date, (b) the Expiration Date, as the same may have been extended pursuant to Section 2.5 hereof, (c) the date on which the Commitment of the Bank hereunder terminates in accordance with Section 2.4, 7.2 or 8.1 hereof and (d) the date on which the lien of the Pledged Property securing the Notes is defeased, and all Notes issued and outstanding thereunder are repaid in full, all in accordance with Section 304 of the Forty-Fifth Supplemental Trust Agreement and Section 1005 of the Trust Agreement.

“Trust Agreement” means the Sales Tax Bond Trust Agreement, dated as of July 1, 2000, as amended and restated as of July 2, 2024, by and between the Authority and the Trustee, as

- 9 -amended and supplemented to the Effective Date including, without limitation, by the Forty-Fifth Supplemental Trust Agreement and as the same may be further amended and supplemented.

“Trustee” means U.S. Bank National Association, a national association established under the laws of the United States of America, as successor trustee under the Trust Agreement, and its successors in such capacity and their assigns thereafter appointed.

Section 1.2. Incorporation of Certain Definitions by References. Each capitalized term used herein, and not otherwise defined herein, has the meaning provided therefor in the Notes, the Forty-Fifth Supplemental Trust Agreement and the Trust Agreement.

Section 1.3. Principles of Construction. In this Agreement, words importing any gender include the other gender; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications and supplements thereto, but only to the extent such amendments, modifications and supplements are not prohibited by this Agreement; references to Persons include their respective successors and assigns; references to Articles, Sections and Exhibits are to Articles, Sections and Exhibits in or to this Agreement unless otherwise specified; and references to the words “hereof,” “hereto,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

Section 1.4. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States.

Section 1.5. Time. All references to time means Eastern Prevailing Time, whether or not so expressed.

ARTICLE II

TERMS OF THE BANK’S COMMITMENT TO MAKE ADVANCES

Section 2.1. Commitment of the Bank to Make Advances. The Bank agrees, on the terms and conditions contained in this Agreement, to extend credit to the Authority by making Advances from time to time on any Business Day prior to the Termination Date in amounts in the aggregate not to exceed at any time outstanding the Available Commitment. Advances shall be made solely for the purpose of providing funds pursuant to Section 2.2 hereof to pay the principal of and accrued interest on Commercial Paper Notes on the maturity date thereof to the extent that the proceeds of other Commercial Paper Notes or Bonds are not available therefor. Each Advance shall be in an aggregate principal amount equal to the Principal Component plus the Interest Component, if any, of such Advance. The aggregate Principal Components of all Advances made on any Advance Date (together with the portions of all prior unpaid Advances which represented Principal Components) shall not exceed the Available Principal Commitment (calculated without giving effect to any Advances made on such Advance Date) at 9:00 a.m. on such Advance Date.

The aggregate Interest Components of all Advances made on any Advance Date (together with the portions of all prior unpaid Advances which represented Interest Components) shall equal the lesser of (i) the Available Interest Commitment (calculated without giving effect to any Advances

- 10 -made on such Date) at 9:00 a.m. on such Date and (ii) the actual aggregate amount of interest, if any, accrued on the Commercial Paper Notes to be paid with the proceeds of all such Advances.

The Bank and the Authority hereby agree that the Bank shall not be relieved of its obligation to make Advances except as provided in this Agreement. Upon the Termination Date, the obligation of the Bank to make Advances shall automatically terminate. The liability of the Bank to make Advances is limited to the Available Commitment.

Section 2.2. Method of Funding Advances. Upon receipt by the Bank of a Request for Advance in substantially the form of Exhibit A hereto not later than 11:00 a.m. on the day of the proposed funding, the Bank, subject to Section 4.3 hereof, will transfer not later than 1:30 p.m. on such day such Advance to the Issuing and Paying Agent for application to the payment of principal of and, if applicable, accrued interest on the Commercial Paper Notes as specified in such Request for Advance.

With respect to any such Request for Advance received by the Bank after 11:00 a.m. on any date, the Bank shall be obligated to make such Advance by 1:30 p.m. on the next succeeding Business Day. Each Request for Advance shall be signed by an authorized officer of the Issuing and Paying Agent.

Each Advance shall be made by the Bank by wire transfer of immediately available funds to the Issuing and Paying Agent in accordance with written instructions provided by the Authority.

Each Request for Advance delivered by the Issuing and Paying Agent pursuant to Section 4.3 shall constitute a representation and warranty by the Authority on such Advance Date that all representations and warranties of the Authority herein (and incorporated herein) are true and correct in all material respects as though made on such date except to the extent that any such representation or warranty relates to a specific point in time.

Section 2.3. Repayment and Prepayment of the Bank Note; Interest. All Advances and Term Loans shall be evidenced by the Bank Note of the Authority in substantially the form of Exhibit C hereto, to be issued by the Authority and delivered to the Bank on the Effective Date pursuant to the Forty-Fifth Supplemental Trust Agreement and this Agreement, payable and secured as provided thereunder and hereunder, payable to the Bank in a principal amount up to the Available Commitment on the date hereof and otherwise duly completed. Each Advance funded by the Bank, and each Term Loan related thereto, all payments and prepayments made on account of the principal thereof, and the amount of interest payable and paid to the Bank from time to time thereunder, accruing at the Bank Rate, shall be recorded by the Bank on the Schedule I (or a continuation thereof) attached to the Bank Note; it being understood, however, that failure by the Bank to make any such record on Schedule I shall not affect the obligations of the Authority to pay the full amount of the principal of and interest on all Advances and the related Term Loans. Amounts due on the Bank Note, including interest due thereon, will be payable at the times and in the amounts hereinafter set forth:

(a) Simultaneously with the sale of any Commercial Paper Notes or Bonds while any amounts are due and owing under the Bank Note, the Authority shall be obligated to make payments on the Bank Note in a principal amount equal to the principal amount of Commercial Paper Notes or Bonds sold, to the extent not required to pay the principal of Commercial Paper Notes maturing on such Business Day, and to pay accrued and unpaid interest on the principal amount of the Bank Note being paid. In order to effectuate such

- 11 -payment, prior to or simultaneous with the sale of any Commercial Paper Notes or Bonds,

(i) the Authority shall use its best efforts to cause the Dealer to deliver to the Bank a written notice to the effect that (A) the Dealer is selling on the Business Day of such notice a specified principal amount of Commercial Paper Notes or Bonds, (B) in connection with such sale, there is to be delivered to the Issuing and Paying Agent on such Business Day by wire transfer a specified amount of immediately available funds (the “Sale Price”) as the proceeds of such sale and (C) such specified principal amount of Commercial Paper Notes or Bonds is being delivered to or upon the order of the Dealer in accordance with the Forty-Fifth Supplemental Trust Agreement and (ii) the Authority shall use its best efforts to cause the Issuing and Paying Agent to pay to the Bank, by wire transfer of immediately available funds, from the Sale Price derived from such sale, to the extent not required to pay the principal of Commercial Paper Notes maturing on such Business Day, all or a portion of the amounts then due and owing under the Bank Note before any other purpose. Effective immediately upon the receipt by the Bank of the notice referred to in (i) above and notification of the wire transfer reference numbers with respect to the Sale Price and any transfer of funds from the Authority, the Available Principal Commitment shall be reinstated by an amount equal to the principal amount of the Bank Note being paid and the Available Interest Commitment shall be reinstated as provided in the definition of such term in Section 1.1; provided, however, that at any time the Bank may, by written notice to the Authority, require that such reinstatements shall occur only upon actual receipt of payments with respect to that portion of the Bank Note to be repaid.

(b) In the event that, on or prior to a Term Loan Commencement Date, the proceeds of any sale of Commercial Paper Notes or Bonds described in Section 2.3(a) hereof are not received from the Issuing and Paying Agent or are received in an amount less than the Sale Price thereof, the Bank agrees, subject to Section 4.4 hereof, to convert the outstanding Advance or Advances into a loan or loans (each, a “Term Loan”) on the applicable Term Loan Commencement Date in an amount equal to the amount of the related Advance or Advances that is not, or are not, repaid on such Term Loan Commencement Date; provided that if, on the Term Loan Commencement Date, the conditions set forth in Section 4.4 are not satisfied, the Authority shall pay the principal amount of the related Advance or Advances on such Term Loan Commencement Date.

The Authority agrees that the principal amount of each Term Loan will be evidenced by the Bank Note, will bear interest at the Bank Rate until paid in full and will, unless prepaid as permitted hereunder, be payable in approximately _______ equal quarterly principal installments, the first such installment being due and payable on the January 1, April 1, July 1 or October 1 which is at least ninety (90) days after the applicable Term Loan Commencement Date, with each subsequent installment being due and payable on each January 1, April 1, July 1, or October 1 thereafter, with the final payment of all principal due on such Term Loan occurring no later than the Term Loan End Date. Interest on each Advance and Term Loan evidenced by the Bank Note shall be payable in arrears (i) on the first Business Day of the month next succeeding the making of an Advance and the first Business day of each month thereafter, (ii) on each date that a principal payment is made or required to be made in connection with such Term Loan and (iii) on the Term Loan End Date. In addition, in the case of any prepayment of any portion of the Bank Note, interest on the portion so prepaid shall be payable in arrears on the date of prepayment.

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(c) On any Business Day, subject to paragraph (d) below and the payment of any fees specified in the Fee Letter, upon notice by 1:00 p.m. on that day, the Authority may prepay or cause to be prepaid, the Bank Note in whole or in part by paying to the Bank

(i) the principal amount of the Bank Note or portion thereof being prepaid plus (ii) accrued and unpaid interest on such principal amount.

(d) Upon the request of the Issuing and Paying Agent, the Bank agrees to confirm to the Issuing and Paying Agent the aggregate amount of outstanding Advances previously made to pay principal of and interest on Commercial Paper Notes and the related Term Loans that remain unreimbursed on the date of such request (said amounts constituting the outstanding amount of the Bank Note).

(e) Interest and other amounts payable to the Bank hereunder and under the Bank Note shall be computed on the basis of a 365/366 day year and actual days elapsed.

Upon the occurrence of an Event of Default hereunder, all Obligations of the Authority hereunder and under the Fee Letter and the Bank Note will bear interest at the Default Rate.

(f) The Authority’s obligations to repay each Advance and Term Loan and to pay interest thereon as provided herein shall be evidenced and secured by the Bank Note, and the Authority shall, without limitation or duplication, (i) make a principal payment on the Bank Note on each date on which the Authority is required to make a principal payment on an Advance and/or Term Loan, as applicable, in an amount equal to the principal payment due on such date and (ii) pay interest on the Bank Note on each date on which the Authority is required to make an interest payment with respect to an Advance and/or Term Loan, as applicable, in an amount equal to the interest payment due on such date with respect to such Advance or Term Loan, as applicable. The payment of the principal of and interest on the Bank Note shall constitute payment of the principal of and interest on the related Advance and/or Term Loan, as applicable, and the payment of the principal of and interest on the related Advance and/or Term Loan, as applicable, shall constitute the payment of and principal and interest on the Bank Note, and the failure to make any payment on or with respect any Advance or Term Loan, as applicable, when due shall be a failure to make a payment on the Bank Note and the failure to make any payment on the Bank Note when due shall be a failure to make a payment on or with respect to the related Advance and/or Term Loan, as applicable.

Section 2.4. Termination of Commitment.

(a) If at any time a Special Event of Default shall have occurred and be continuing, thereupon the Commitment of the Bank shall terminate immediately and automatically without notice. In this regard, reference is made to Sections 4.3 and 7.2 hereof.

(b) The Commitment of the Bank shall terminate at the close of business on the Business Day immediately succeeding the date the Issuing and Paying Agent accepts an Alternate Liquidity Facility respecting the Commercial Paper Notes in accordance with the Forty-Fifth Supplemental Trust Agreement.

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(c) Upon any termination of the Bank’s Commitment hereunder, any amounts due hereunder and under the Fee Letter and the Bank Note from the Authority to the Bank shall become payable to the Bank on or prior to the date of such termination. Upon the acceptance by the Issuing and Paying Agent of an Alternate Liquidity Facility, but on or prior to the termination of the Bank’s Commitment pursuant to Section 2.4(b), the Authority shall cause the Replacement Bank to make an advance to the Authority by repaying the outstanding principal of, and accrued interest on the Bank Note, if any.

Section 2.5. Extension of Expiration Date. The Expiration Date may be extended an unlimited number of times, in each case, in the manner set forth in this Section 2.5. Upon receipt of written request of the Authority to extend the Expiration Date in the form of Exhibit B hereto (received not more than one hundred twenty (120) days prior to the Expiration Date and each Expiration Date thereafter), the Bank will notify the Authority of its response within forty-five

(45) days of receipt of the request therefor (the Bank’s decision to be made in its sole and absolute discretion and on such terms and conditions as to which the Bank and the Authority may agree).

Absent receipt of written confirmation of extension, the written request of the Authority shall be deemed denied. Any extension of this Agreement will be deemed to be on the existing terms of this Agreement unless the Bank and the Authority have entered into a writing confirming a change in any term of this Agreement and the Fee Letter.

Section 2.6. Bank Records. All transactions relating to the Available Commitment and the Bank Note including, without limitation, repayments, prepayments, interest charges and reductions in and reinstatements of the amount of the Available Commitment shall be reflected in the books and records of the Bank, which records shall be conclusive and binding upon the Authority absent manifest error.

Section 2.7. Method of Payment; Etc. All payments to be made by the Authority under this Agreement shall be made in accordance with Section 3.3 hereof.

Section 2.8. Security for the Notes. (a) The proceeds of the sale of Subordinated Sales Tax Bonds, in anticipation of which the Notes are issued, are pledged under the Trust Agreement for the payment of the principal of and interest on the Notes and such pledge has a priority over any other pledge of such proceeds created by the Trust Agreement; provided, however, the proceeds of Subordinated Sales Tax Bonds issued to refund bonds of the Authority are so pledged only to the extent of any obligation due and payable to the Bank under this Agreement at the time of issuance of such refunding bonds. In addition, Pledged Revenues (as defined in the Trust Agreement) are hereby pledged for the payment of interest on the Commercial Paper Notes and the principal of and interest on the Bank Note, and such pledge is on a parity with the pledge of Pledged Revenues securing Subordinated Sales Tax Bonds. The Authority may, however, pay principal of and interest on the Notes from the proceeds of Commercial Paper Notes, from the proceeds of Subordinated Sales Tax Bonds or from other funds of the Authority.

(b) The Bank Note is deemed and treated as a “Bank Bond” in accordance with the Forty-Fifth Supplemental Trust Agreement and the Trust Agreement. As a “Bank Bond” under the Forty-Fifth Supplemental Trust Agreement and the Trust Agreement, the Bank Note is secured by the pledge set forth in Section 501 of the Trust Agreement on a parity with the pledge of Pledged Property securing Subordinated Sales Tax Bonds. The payment of the principal of and interest on the Bank Note ranks on a parity with the payment of the principal of and interest on the

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Subordinated Sales Tax Bonds and is subordinate in priority solely to the payment of Senior Sales Tax Bonds.

ARTICLE III

FEES, EXPENSES, PAYMENTS AND INDEMNIFICATION

Section 3.1. Fees. The Authority shall pay to the Bank the Commitment Fee and the other fees, expenses and payments described in the Fee Letter at the times and in the amounts specified in the Fee Letter. Any references to the Commitment Fee and such other fees, expenses and payments owed to the Bank hereunder without specific reference to the Fee Letter shall be read so as to include the Fee Letter, which is hereby incorporated by reference. Any reference to this Agreement shall be deemed to include a reference to the Fee Letter. The Fee Letter and this Agreement shall be construed as one agreement between the Authority and the Bank and all obligations under the Fee Letter shall be construed as obligations hereunder. All fees payable pursuant to this Agreement shall be deemed to be fully earned when due and non-refundable when paid.

Section 3.2. Payments.

(a) Except as otherwise specifically provided herein or in the Bank Note and the Fee Letter, all computations of interest, fees and other amounts payable by the Authority hereunder and thereunder shall be computed on the basis of the actual number of days elapsed during a year consisting of 365/366 days and all such payments shall be made by wire transfer to the Bank as set forth in Exhibit F or as otherwise specified by the Bank in writing by the close of business on the preceding Business Day, not later than 1:30 p.m. on the date when due, and shall be made in immediately available funds.

Whenever any payment to be made with respect to the Bank Note or the Fee Letter or hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, interest shall be payable at the applicable rate during such extension. If any such payment is received by the Bank after 1:30 p.m., it shall be deemed to have been paid on the next succeeding Business Day.

All payments made by the Authority hereunder shall be made in accordance with this Section 3.2 and the Fee Letter.

(b) All payments of the Bank Note and all payments made by the Authority hereunder and under the Fee Letter will be made without set-off, counterclaim or other defense. All such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein (but excluding any business and occupation taxes, withholding taxes or any tax imposed on or measured by the net income of the Bank pursuant to the laws of the jurisdiction (whether federal or state) or any political subdivision or taxing authority thereof or therein in which the principal office of the Bank is located) and all interest, penalties or similar liabilities with respect thereto (collectively, “Taxes”). If any Taxes are so levied or imposed, the Authority agrees to pay to the Bank the full amount of the Taxes as may be necessary so that every payment of all amounts due with respect to the Bank Note or hereunder or under the Fee Letter, after withholding or

- 15 -deduction for or on account of any Taxes, will not be less than the amount provided for with respect to the Bank Note or herein or in the Fee Letter. To the extent the Bank is notified by any jurisdiction, political subdivision or taxing authority of the levy or imposition of Taxes upon the Bank, the Bank will promptly furnish notice to the Authority of the amount and due date of any such Taxes levied or imposed. To the extent permitted by law, the Authority will hold the Bank harmless, and reimburse the Bank upon its written request, for the amount of any Taxes so levied or imposed and paid by the Bank.

Section 3.3. Expenses, Documentary Taxes. The Authority shall pay (a) all reasonable out-of-pocket expenses of the Bank including reasonable fees and expenses of any counsel retained by the Bank in connection with any waiver or consent hereunder, under any other Note Document or any amendment hereof or thereof or any Default or Event of Default or alleged Default or Event of Default hereunder or thereunder and (b) if any Default or Event of Default occurs, all out-of-pocket expenses incurred by the Bank, including fees and disbursements of counsel retained in connection with such Default or Event of Default and collection and other enforcement proceedings resulting therefrom. To the extent permitted by law (and without duplication of any other fees, costs or expenses payable by the Authority under this Article III), the Authority shall indemnify the Bank against any transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority (other than taxes imposed, directly or indirectly, upon the Bank by reference to the Bank’s income) by reason of the execution and delivery of this Agreement or any other Note Document or any Advance or Term Loan made by the Bank pursuant to this Agreement.