December 22, T.D. Bank, N.A. 317 Madison Avenue, 3 rd Floor New York, New York Attention: Jennifer L. Davis

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1 NOTICE AND DIRECTION TO TRUSTEE AND BANK WITH RESPECT TO REDEMPTION OF DORMITORY AUTHORITY OF THE STATE OF NEW YORK PRATT INSTITUTE REVENUE BONDS, SERIES 2009A (LETTER OF CREDIT SECURED) SERIES 2009B (LETTER OF CREDIT SECURED) The Bank of New York Mellon, in its capacity as Trustee for the Pratt Institute Revenue Bonds, Series 2009A (Letter of Credit Secured) and Series 2009B (Letter of Credit Secured) 101 Barclay Street New York, New York T.D. Bank, N.A Atrium Way Mount Laurel, New Jersey Attention: Standby Letter of Credit Department Telecopy (856) T.D. Bank, N.A. 317 Madison Avenue, 3 rd Floor New York, New York Attention: Jennifer L. Davis Attention: Corporate Trust Department Ladies and Gentlemen: December 22, 2014 In accordance with Section 4.02 of the Pratt Institute Revenue Bond Resolution, adopted September 24, 2008 (as amended to the date hereof, the Resolution ), and Section 2.07(a) of the Bond Series Certificates, each dated as of March 19, 2009, relating to the issuance by the Dormitory Authority of the State of New York (the Authority ) of $33,775,000 aggregate principal amount of its Pratt Institute Revenue Bonds, Series 2009A (Letter of Credit Secured) (the Series 2009A Bonds ) and $18,420,000 Pratt Institute Revenue Bonds, Series 2009B (Letter of Credit Secured) (the Series 2009B Bonds, and together with the Series 2009A Bonds, the Series 2009 Bonds ), you are hereby notified that the Authority, at the request and direction of Pratt Institute (the Institute ), elects to redeem on January 7, 2015 (the Date ) $27,055,000 of the outstanding principal amount of the Series 2009A Bonds, all of which mature on July 1, 2028, and $15,525,000 of the outstanding principal amount of the Series 2009B Bonds, all of which mature on July 1, The principal amount of Series 2009 Bonds outstanding, the principal amount to be redeemed, the Date, the redemption price and CUSIP numbers are as specified below.

2 Series Maturing July 1, Interest Rate Amount Outstanding Amount to be Redeemed Date Price CUSIP NUMBER 2009A 2028 Variable $27,055,000 $27,055,000 January 7, % Q7 2009B 2034 Variable 15,525,000 15,525,000 January 7, R5 The Bank of New York Mellon, acting in its capacity as Trustee for the Series 2009 Bonds (the Trustee ), is hereby requested and directed to give a conditional notice of the redemption of such Series 2009 Bonds in the name of the Authority in accordance with Section 4.05 of the Resolution to the registered owners of the Series 2009 Bonds to be redeemed, such notice to be given as soon as practicable, but in no event less than 15 days nor more than 30 days prior to the date of redemption. Notice of redemption shall be given substantially in the form annexed hereto as Exhibit A and shall provide that redemption is subject to the condition that Available Money for payment of the Price is available on the Date. In order to provide for payment on the Date of the Price of the Series 2009A Bonds to be redeemed, together with interest accrued and unpaid to the Date, the Trustee is further instructed to make an interest drawing and a principal drawing under Letter of Credit Number (the Series 2009A Letter of Credit ) issued to the Trustee, as beneficiary, by TD Bank, N.A. (the Bank ), by making a demand for payment thereunder in strict conformity with the terms of such Letter of Credit by no later than 5:00 P.M., New York City Time, on the Business Day immediately preceding the Date. In order to provide for payment on the Date of the Price of the Series 2009B Bonds to be redeemed, together with interest accrued and unpaid to the Date, the Trustee is further instructed to make an interest drawing and a principal drawing under Letter of Credit Number (the Series 2009B Letter of Credit ) issued to the Trustee, as beneficiary, by the Bank, by making a demand for payment thereunder in strict conformity with the terms of such Letter of Credit by no later than 5:00 P.M., New York City Time, on the Business Day immediately preceding the Date. The Series 2009 Bonds shall not be redeemed unless on or prior to the Date the Institute has delivered or caused to be delivered to you, as Trustee, money in an amount sufficient, together with money available in the Debt Service Fund for the Series 2009A Bonds and the Debt Service Fund for the Series 2009B Bonds, to pay the accrued and unpaid interest on the Series 2009 Bonds to be redeemed payable on the Date, as determined by an Authorized Officer of the Authority. Such money is to be applied on the Date to reimburse the Bank for money advanced by it pursuant to the Letters of Credit for payment on the Date of the interest accrued and unpaid to the Date.

3 The Authority hereby requests that the Institute and the Trustee acknowledge this Notice and Direction where indicated below. Very truly yours, DORMITORY AUTHORITY OF THE STATE OF NEW YORK By: Authorized Officer

4 By its execution hereof, Pratt Institute hereby acknowledges that it has requested and directed the Authority to redeem the bonds more particularly described above upon the terms described above. PRATT INSTITUTE By: Name: Title: The Bank of New York Mellon, as trustee, hereby advises the Authority, and by its countersignature below on this letter confirms, that the foregoing notice to the Trustee of the Authority s election to redeem Series 2009 Bonds pursuant to Section 4.02 of the Resolution and Section 2.07(a) of the Bond Series Certificates has been given to it within a period of time prior to the redemption date of the Series 2009 Bonds to be redeemed that is acceptable to it. THE BANK OF NEW YORK MELLON, acting solely in its capacity as Trustee By: Name: Title:

5 EXHIBIT A NOTICE OF REDEMPTION DORMITORY AUTHORITY OF THE STATE OF NEW YORK PRATT INSTITUTE REVENUE BONDS, SERIES 2009A (LETTER OF CREDIT SECURED) SERIES 2009B (LETTER OF CREDIT SECURED) NOTICE IS HEREBY GIVEN to the holders of Pratt Institute Revenue Bonds, of the series and in the principal amount, and bearing interest at the rates shown below (the Bonds ) issued by the Dormitory Authority of the State of New York on March 19, 2009, pursuant to its Pratt Institute Revenue Bond Resolution, adopted September 24, 2008, as amended and supplemented (the Resolution ), that the Bonds have been called for redemption prior to maturity on January 7, 2015 (the Date ) at the redemption price equal to one hundred percent (100%) of the principal amount of Bonds to be redeemed, plus accrued interest to the date of redemption. Series Date of Issuance Maturing July 1, Interest Rate Amount Outstanding Amount to be Redeemed Date Price CUSIP Number 2009A 3/18/ Variable $27,055,000 $27,055,000 January 7, % Q7 2009B 3/18/ Variable 15,525,000 15,525,000 January 7, R5 No representation is made that the CUSIP numbers either as printed on any Bond or contained herein are correct and an error in a CUSIP number either as printed on a Bond or as contained herein will not affect the validity of the proceedings for redemption of the Bonds. On the Date the redemption price of the Bonds shall become due and payable upon presentation and surrender of the Bonds to The Bank of New York Mellon (the Trustee ) as follows: First Class/Registered Mail BNY Mellon Global Corporate Trust P.O. Box 396 East Syracuse, NY Express Delivery Only BNY Mellon Global Corporate Trust 111 Sanders Creek Parkway East Syracuse, NY By Hand Only BNY Mellon Global Corporate Trust Corporate Trust Window 101 Barclay Street, 1 st Fl. East New York, NY Inquiries may be directed to Bondholder Communications: at The redemption of the Series 2009A Bonds is conditioned upon there being on the Date sufficient money derived from an interest drawing and principal drawing made under Letter of Credit Number (the Series 2009A Letter of Credit ) issued to the Trustee, as beneficiary, by TD Bank, N.A. to pay the Price of the Series 2009A

6 Bonds to be redeemed, together with interest accrued and unpaid thereon to the Date. The redemption of the Series 2009B Bonds is conditioned upon there being on the Date sufficient money derived from an interest drawing and principal drawing made under Letter of Credit Number (the Series 2009B Letter of Credit ) issued to the Trustee, as beneficiary, by TD Bank, N.A. to pay the Price of the Series 2009A Bonds to be redeemed, together with interest accrued and unpaid thereon to the Date. Subject to satisfaction of the aforementioned conditions, on the Date there shall become due and payable upon the Bonds the Price thereof, together with interest accrued and unpaid thereon to the Date, and from and after such date, payment having been made or provided for, interest thereon shall cease to accrue. The method of delivery of the Bonds is at the option and risk of the holder, but, if mail is used, registered mail, property insured, with return receipt requested, is recommended. Each holder of a Bond is required to provide the Trustee with a correct Taxpayer Identification Number on Substitute Form W 9 (the Form ) and to indicate that the holder is not subject to backup withholding by checking the appropriate box in Part 2 of the Form. Failure to provide the information on the Form may subject the holder to 31% federal income tax withholding on the payment of the Price. Dated: December, 2014 DORMITORY AUTHORITY OF THE STATE OF NEW YORK By: THE BANK OF NEW YORK MELLON as Trustee