REGIONAL TRANSPORTATION DISTRICT. (Colorado) Seventeenth Supplemental Sales Tax Revenue Bond Resolution. (Resolution No.

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1 REGIONAL TRANSPORTATION DISTRICT (Colorado) Seventeenth Supplemental Sales Tax Revenue Bond Resolution (Resolution No., Series of 2013) This Seventeenth Supplemental Sales Tax Revenue Bond Resolution is the District s Resolution No., Series of 2013, and was adopted by the District on February 19, 2013 and among other matters, authorizes the District s Taxable Sales Tax Revenue Refunding Bonds to be issued within one year of the date hereof.

2 TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND STATUTORY AUTHORITY Seventeenth Supplemental Resolution Definitions Construction Authority for this Seventeenth Supplemental Resolution and the Refunding Bonds Ratification and Approval of Prior Action Resolution to Constitute Contract ARTICLE II. AUTHORIZATION AND ISSUANCE OF REFUNDING BONDS Delegation Pursuant to Supplemental Act; Parameters and Limitations Additional Refunding Bond Details Requirements of a Surety Bond or Reserve Fund Insurance Policy ARTICLE III. PARTICULAR COVENANTS OF THE DISTRICT; CREATION OF CERTAIN ACCOUNTS; AND AMENDMENTS APPLICABLE TO REFUNDING BONDS Creation and Use of Escrow Account Maintenance of Escrow Account Redemption of Refunded Bonds Continuing Disclosure Covenant Amendment of Section ARTICLE IV. MISCELLANEOUS Applicability of the Sales Tax Revenue Bond Resolution, as Amended Finding of Best Interests; Approval of 2013A Bonds and 2013A Refunding Project Acceptance and Execution of Escrow Agreement Acceptance and Execution of Continuing Disclosure Agreement Acceptance and Execution of Bond Purchase Agreement Preliminary Official Statement and Final Official Statement Authorization to Execute Collateral Documents Force Majeure Instructions to Trustee Severability of Invalid Provisions ARTICLE V. BOND FORM AND EFFECTIVE DATE Form of Bond and Registered Coupon Effective Date Page 2

3 REGIONAL TRANSPORTATION DISTRICT (COLORADO) SEVENTEENTH SUPPLEMENTAL SALES TAX REVENUE BOND RESOLUTION (RESOLUTION NO., SERIES OF 2013) ADOPTED FEBRUARY 19, 2013 AUTHORIZING THE ISSUANCE OF TAXABLE SALES TAX REVENUE REFUNDING BONDS OF THE REGIONAL TRANSPORTATION DISTRICT (COLORADO); PROVIDING FOR OTHER MATTERS RELATED TO SUCH REFUNDING BONDS AND THE SECURITY THEREFOR; SUPPLEMENTING AND AMENDING THE SALES TAX REVENUE BOND RESOLUTION; AND APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. WHEREAS, the Regional Transportation District in the City and County of Broomfield, the City and County of Denver and the Counties of Adams, Arapahoe, Boulder, Douglas, Jefferson and Weld in the State of Colorado (the District ) was created by the General Assembly of the State of Colorado in 1969 by Chapter 231, Laws of Colorado 1969, being compiled as Sections through , inclusive, of the Colorado Revised Statutes (said Chapter 231, as amended and supplemented, is herein called the Act ) and the District s Board of Directors (the Board ) and officers from time to time, including the present incumbents, have been duly chosen and qualified; and WHEREAS, Section of the Act provides that the District may borrow money in anticipation of the revenues and the sales tax proceeds of the District, but not the proceeds of any general ad valorem property taxes, and issue special obligation bonds to evidence the amount so borrowed; and WHEREAS, Section of the Act provides that the District may refund any bonds issued pursuant to the Act without an election; and WHEREAS, Article X, Section 20 of the Colorado Constitution provides that the District may issue refunding bonds without an election if the refunding bonds are issued at a lower interest rate; and WHEREAS, the District is authorized by law to impose a sales tax at a rate of sixtenths of one percent (the 0.6% Sales Tax ) throughout the District and such tax is now being imposed and collected; and WHEREAS, on April 22, 2004, the Board adopted a transit expansion plan known as FasTracks ( FasTracks ); and WHEREAS, pursuant to Section of the Act, the District obtained voter approval to increase the rate of sales tax levied by the District by four-tenths of one percent (the

4 0.4% Sales Tax Increase ), from six-tenths of one percent to one percent, commencing January 1, 2005, with the proceeds of such increased taxes to be used and spent for the construction and operation of FasTracks; and WHEREAS, the District, pursuant to the Act, Resolution No. 9, Series 1977 of the District adopted by the Board on October 27, 1977 (the 1977 Sales Tax Revenue Bond Resolution ), as supplemented by Resolution No. 13, Series 1985 of the District adopted by the Board on June 25, 1985 (the First Supplemental Resolution ), and the approval granted by the special bond election held for and within the District on September 7, 1973, has heretofore authorized and issued its $45,145,000 Sales Tax Revenue Bonds, Series 1977, which are no longer outstanding, for the purpose of developing a multimodal mass transportation system for the District as provided for in the Public Transportation Plan for the District adopted by the Board in accordance with the Act on July 31, 1973 after a public hearing, as amended and restated by the Board on June 19, 1975; and WHEREAS, the Act was amended in 1982 by the General Assembly of the State of Colorado to permit the issuance of any special obligation bonds or other obligations payable in whole or in part from the sales tax proceeds of the District or net revenues of the District, or both, without an election; and WHEREAS, the 1977 Sales Tax Revenue Bond Resolution provides for the issuance of Additional Bonds (as defined in the 1977 Sales Tax Revenue Bond Resolution) for the purposes stated therein, and the Board pursuant to its Resolution No. 2, Series 1988 adopted by the Board on April 26, 1988 (the Second Supplemental Resolution ) has heretofore authorized and issued its $18,325,000 Sales Tax Revenue Bonds, Series 1988 (the 1988 Bonds ), which are no longer outstanding, for the purpose of acquiring the 1988 Project (as defined in the Second Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 6, Series 1990 adopted by the Board on July 10, 1990 (the Third Supplemental Resolution ) has heretofore authorized and issued its $42,885,000 Sales Tax Revenue Bonds, Series 1990 (the 1990 Bonds ), which are no longer outstanding, for the purpose of acquiring the 1990 Project (as defined in the Third Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 5, Series of 1992 adopted by the Board on June 23, 1992 (the Fourth Supplemental Resolution ) has heretofore authorized and issued its $48,200,000 Sales Tax Revenue Refunding and Improvement Bonds, Series 1992 (the 1992 Bonds ) which are no longer outstanding, for the purposes of acquiring the 1992 Project (as defined in the Fourth Supplemental Resolution) and implementing the 1992 Refunding Project (as defined in the Fourth Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 9, Series of 1993 adopted by the Board on May 25, 1993 (the Fifth Supplemental Resolution ) has heretofore authorized and issued its $54,455,000 Sales Tax Revenue Refunding Bonds, Series 1993 (the 1993 Bonds ), which are no longer outstanding, for the purpose of implementing the 1993 Refunding Project (as defined in the Fifth Supplemental Resolution); and 4

5 WHEREAS, the Board pursuant to its Resolution No. 14, Series of 1997 adopted by the Board on July 22, 1997 (the Sixth Supplemental Resolution ) has heretofore authorized and issued its $32,445,000 Sales Tax Revenue Refunding Bonds, Series 1997 (the 1997 Bonds ), which are no longer outstanding, for the purpose of implementing the 1997 Refunding Project (as defined in the Sixth Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 20, Series of 2000 adopted by the Board on November 14, 2000 (the Seventh Supplemental Resolution ) has heretofore authorized and issued its $68,810,000 Sales Tax Revenue Bonds, Series 2000A (the 2000A Bonds ), which are no longer outstanding, for the purpose of financing a portion of the cost of the Southeast Corridor Light Rail Project, as defined therein (the Southeast Corridor Light Rail Project ); and WHEREAS, the Board pursuant to its Resolution No. 13, Series of 2001 adopted by the Board on July 24, 2001 (the Eighth Supplemental Resolution ) has heretofore authorized and issued its Subordinate Lien Sales Tax Revenue Commercial Paper Notes, Series 2001A (the 2001A Notes ) in an amount not to exceed $118,500,000, which are no longer outstanding, for the purpose of financing a portion of the cost of the Southeast Corridor Light Rail Project; and WHEREAS, the Board pursuant to its Resolution No. 24, Series of 2001 adopted by the Board on December 18, 2001 (the Ninth Supplemental Resolution ) has heretofore authorized and issued its $9,430,000 Sales Tax Revenue Refunding Bonds, Series 2002A (the 2002A Bonds ), which are no longer outstanding, for the purpose of implementing the 2002A Refunding Project (as defined in the Ninth Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 26, Series of 2002 adopted by the Board on April 16, 2002 (the Tenth Supplemental Resolution ) has heretofore authorized and issued its $153,230,000 Sales Tax Revenue Bonds, Series 2002B (the 2002B Bonds ), which are no longer outstanding, for the purpose of financing a portion of the cost of the Southeast Corridor Light Rail Project; and WHEREAS, the Board pursuant to its Resolution No. 6, Series of 2003 adopted by the Board on June 17, 2003 (the Eleventh Supplemental Resolution ) has heretofore authorized and issued its $22,085,000 Sales Tax Revenue Refunding Bonds, Series 2003A (the 2003A Bonds ), which are no longer outstanding, for the purpose of implementing the 2003A Refunding Project (as defined in the Eleventh Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 04, Series of 2004 adopted by the Board on April 22, 2004 (the Twelfth Supplemental Resolution ) has heretofore authorized and issued its $116,460,000 Sales Tax Revenue Bonds, Series 2004A (the 2004A Bonds ), which are currently outstanding in the aggregate principal amount of $5,750,000, for the purpose of financing a further portion of the cost of the Southeast Corridor Light Rail Project; and WHEREAS, the Board pursuant to its Resolution No. 001, Series of 2005 adopted by the Board on February 22, 2005 (the Thirteenth Supplemental Resolution ) has heretofore authorized and issued its $100,190,000 Sales Tax Revenue Refunding Bonds, Series 2005A (the 5

6 2005A Bonds ), which are currently outstanding in the aggregate principal amount of $98,865,000, for the purpose of implementing the 2005A Refunding Project (as defined in the Thirteenth Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 003, Series of 2007 adopted by the Board on February 20, 2007 (the Fourteenth Supplemental Resolution ) has heretofore authorized and issued its $68,825,000 Sales Tax Revenue Refunding Bonds, Series 2007A (the 2007A Bonds ), which are currently outstanding in the aggregate principal amount of $69,825,000, for the purpose of implementing the 2007A Refunding Project (as defined in the Fourteenth Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 04, Series of 2008 adopted by the Board on February 19, 2008 (the Fifteenth Supplemental Resolution ) has heretofore authorized and issued its Regional Transportation District, Sales Tax Revenue Refunding Bonds, Series 2008A (the 2008A Bonds ), which are no longer outstanding, for the purpose of implementing the 2008A Refunding Project (as defined in the Fifteenth Supplemental Resolution); and WHEREAS, the Board pursuant to its Resolution No. 28, Series of 2009 adopted by the Board on November 17, 2009 (the Sixteenth Supplemental Resolution ) has heretofore authorized and issued its Regional Transportation District, Sales Tax Revenue Refunding Bonds, Series 2010A (the 2010A Bonds ), which are currently outstanding in the aggregate principal amount of $40,950,000, for the purpose of implementing the 2010A Refunding Project (as defined in the Sixteenth Supplemental Resolution); and WHEREAS, the Board pursuant to this Seventeenth Supplemental Sales Tax Revenue Bond Resolution (the Seventeenth Supplemental Resolution ) desires to authorize its Regional Transportation District, Taxable Sales Tax Revenue Refunding Bonds, Series 2013A (the Refunding Bonds ) for the purpose of paying a portion of the costs of refunding all or a portion of the outstanding 2004A Bonds and the 2005A Bonds, and paying the costs of issuance of the Refunding Bonds (the 2013A Refunding Project ); and WHEREAS, the 1977 Sales Tax Revenue Bond Resolution, as supplemented and amended by the First Supplemental Resolution, the Second Supplemental Resolution, the Third Supplemental Resolution, the Fourth Supplemental Resolution, the Fifth Supplemental Resolution, the Sixth Supplemental Resolution, the Seventh Supplemental Resolution, the Eighth Supplemental Resolution, the Ninth Supplemental Resolution, the Tenth Supplemental Resolution, the Eleventh Supplemental Resolution, the Twelfth Supplemental Resolution, the Thirteenth Supplemental Resolution, the Fourteenth Supplemental Resolution, the Fifteenth Supplemental Resolution, the Sixteenth Supplemental Resolution and this Seventeenth Supplemental Resolution shall be collectively referred to as the Sales Tax Revenue Bond Resolution; and WHEREAS, the District pursuant to the Sales Tax Revenue Bond Resolution has previously pledged all of the proceeds from the imposition of the 0.6% Sales Tax (but not the proceeds from the imposition of the 0.4% Sales Tax Increase) to the payment of the following obligations: the 1988 Bonds; the 1990 Bonds; the 1992 Bonds; the 1993 Bonds; the 1997 Bonds; 6

7 the 2000A Bonds; the 2002A Bonds; the 2002B Bonds; the 2003A Bonds; the 2004A Bonds; the 2005A Bonds; the 2007A Bonds; the 2010A Bonds; any Additional Bonds; and, on a subordinate lien basis, the 2001A Notes; and WHEREAS, prior to giving effect to the 2013A Refunding Project, only the 2004A Bonds, 2005A Bonds, 2007A Bonds and 2010A Bonds (collectively, the Prior Parity Bonds ) remain outstanding; and WHEREAS, except for the pledge to the outstanding Prior Parity Bonds, the District has not pledged or in any way hypothecated revenues derived or to be derived from the 0.6% Sales Tax to the payment of any bonds or any other securities or for any other purpose (excluding proceedings authorizing the issuance of any bonds or other securities which are no longer outstanding, are defeased or are subordinate to the pledge to the Prior Parity Bonds); and WHEREAS, the District has heretofore issued or entered into the following outstanding obligations (collectively, the Subordinate Obligations ) that are payable in part from a lien on the 0.6% Sales Tax that is subordinate to the lien thereon of the Senior Bonds (hereinafter defined): (a) its Sales Tax Revenue Bonds (FasTracks Project), Series 2006A, issued pursuant to the Indenture of Trust, dated as of October 1, 2006, as amended (the 2006 FasTracks Indenture ), which the District expects to refund in whole with its Sales Tax Revenue Refunding Bonds (FasTracks Project), Series 2013A; (b) its Sales Tax Revenue Refunding Bonds (FasTracks Project), Series 2007A; (c) its Tax-Exempt Sales Tax Revenue Bonds (FasTracks Project), Series 2010A; (d) its Taxable Sales Tax Revenue Bonds (FasTracks Project) (Direct Pay Build America Bonds), Series 2010B; (e) its Sales Tax Revenue Bonds (FasTracks Project), Series 2012A (collectively, (a) through (e) shall be referred to as the FasTracks Bonds ); (f) its RTD TIFIA Bond (the RTD TIFIA Bond ) which evidences a loan to the District in the maximum amount of $280,000,000 pursuant to the TIFIA Loan Agreement, dated December 1, 2011 with the United States Department of Transportation, an agency of the United States of America, acting by and through the Federal Highway Administrator; (g) the Concession and Lease Agreement (the Concession Agreement ) with Denver Transit Partners LLC, pursuant to which the District has agreed to make monthly service payments to Denver Transit Partners upon the commencement of revenue service of the Eagle P3 Project, and the District has pledged the RTD Pledged Revenues (as defined in the Concession Agreement) to make a portion of such service payments (referred to therein as the TABOR Portion ) in the amount of $589,913,540 (on a basis subordinate to the FasTracks Bonds and the RTD TIFIA Bond); and 7

8 (h) its Subordinate Sales Tax Revenue Bond, Series 2010, in the aggregate principal amount of $167,954,114 in accordance with the DUSPA/RTD Funding Agreement dated as of February 1, 2010 (on a basis subordinate to the FasTracks Bonds, the RTD TIFIA Bond and the TABOR Portion); and WHEREAS, the Fifteenth Supplemental Indenture provides that no Refunding Bonds (as defined in the Sales Tax Revenue Bond Resolution) may be issued under the Sales Tax Revenue Bond Resolution, except as permitted by and in accordance with the 2006 FasTracks Indenture, as it may be amended from time to time, and as permitted by and in accordance with any resolutions, indentures or other documents authorizing the issuance of bonds payable on a parity with the FasTrack Bonds; and WHEREAS, the resolutions, indentures or other documents authorizing the Subordinate Obligations provide that the District shall not issue securities payable from and having a lien on the 0.6% Sales Tax that is superior or senior to the lien thereon of such Subordinate Obligations, except for securities issued to refund, in whole or in part, outstanding Senior Bonds, provided that after the issuance of such refunding bonds, the debt service payable in each Bond Year on all Senior Bonds outstanding after the issuance of such refunding bonds shall not exceed the debt service payable in each Bond Year on all Senior Bonds outstanding prior to the issuance of such refunding bonds; and WHEREAS, the Board has determined and hereby declares that the Refunding Bonds will be issued to refund outstanding Senior Bonds and that after the issuance of the Refunding Bonds, the debt service payable in each Bond Year on all Senior Bonds outstanding after the issuance of such Refunding Bonds shall not exceed the debt service payable in each Bond Year on all Senior Bonds outstanding prior to the issuance of such Refunding Bonds, and accordingly, the Refunding Bonds shall be issued with a lien on the 0.6% Sales Tax that is superior or senior to the lien thereon of the Subordinate Bonds and, after giving effect to the 2013A Refunding Project, that is on a parity with the lien thereon of the outstanding 2007A Bonds and outstanding 2010A Bonds; and WHEREAS, the Board has determined and hereby declares that all applicable requirements set forth in the 2006 FasTracks Indenture, all resolutions, indentures or other documents authorizing the issuance of bonds payable on a parity with the FasTracks Bonds and all other applicable requirements have been satisfied (or will be satisfied on or prior to the delivery of the Refunding Bonds) in order to issue the Refunding Bonds with a lien on the 0.6% Sales Tax that is senior and superior to the Subordinate Obligations and that is on a parity with the lien thereon of the outstanding Prior Parity Bonds, and accordingly, the Refunding Bonds shall be issued with a lien on the 0.6% Sales Tax that is on a parity with the lien thereon of the outstanding Prior Parity Bonds; and WHEREAS, there have been filed with the Secretary of the Board (the Secretary ) forms of the following documents: (i) the Continuing Disclosure Agreement (the Continuing Disclosure Agreement ) between the District and Digital Assurance Certification, L.L.C., as Dissemination Agent; (ii) the Escrow Agreement ( Escrow Agreement ) between the District and the Trustee, as escrow agent; (iii) the Bond Purchase Agreement (the Bond Purchase Agreement ) between the District and the underwriters for the 2013A Bonds (the 8

9 Underwriters ) as determined by the General Manager of the District (the General Manager ) or Chief Financial Officer of the District (the Chief Financial Officer ), and (iv) a Preliminary Official Statement to be used in connection with the sale of the 2013A Bonds to prospective purchasers thereof; and WHEREAS, all acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the authorization of sales tax revenue bonds of the District exist, have happened and have been performed in regular and due time, form and manner as required by law, it is appropriate for the Board to adopt this Seventeenth Supplemental Resolution at this time. 9

10 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE REGIONAL TRANSPORTATION DISTRICT, IN THE CITY AND COUNTY OF BROOMFIELD, THE CITY AND COUNTY OF DENVER AND THE COUNTIES OF ADAMS, ARAPAHOE, BOULDER, DOUGLAS, JEFFERSON AND WELD, IN THE STATE OF COLORADO AS FOLLOWS: ARTICLE I. DEFINITIONS AND STATUTORY AUTHORITY 101. Seventeenth Supplemental Resolution. This instrument is supplemental to and is adopted in accordance with the Sales Tax Revenue Bond Resolution, as heretofore supplemented and amended Definitions. 1. All terms which are defined in the Sales Tax Revenue Bond Resolution, as heretofore amended, shall have the same meanings, respectively, in this Seventeenth Supplemental Resolution unless otherwise defined herein or unless the context by clear implication otherwise requires. 2. Certain terms are defined parenthetically in this Seventeenth Supplemental Resolution. The terms in this section are defined for all purposes of this Seventeenth Supplemental Resolution and of any instrument amendatory hereof or supplemental hereto, and of any other instrument or any other document pertaining hereto, except where the context by clear implication otherwise requires, and shall have the meanings herein specified: Beneficial Owner means the beneficial owner of the Refunding Bonds and the Registered Coupons, if any, registered in the name of the Securities Depository or its nominee. Bond Purchase Agreement means the Bond Purchase Agreement between the District and the Underwriters related to the sale of the Refunding Bonds and Registered Coupons, if any. Bond Year means the twelve (12) months commencing on the second day of November of any calendar year and ending on the first day of November of the next succeeding calendar year. Continuing Disclosure Agreement means the Continuing Disclosure Agreement between the District and Digital Assurance Certification, L.L.C. as Dissemination Agent, which enables the Underwriters to comply with Rule 15c2-12 promulgated by the Securities and Exchange Commission. Agreement. Escrow Account means the account established pursuant to the Escrow Escrow Agreement means the Escrow Agreement dated as of the date of delivery of the Refunding Bonds between the District and the Trustee, as Escrow Agent. 10

11 Participants means participating underwriters, securities brokers or dealers, banks, trust companies, closing corporations, or other persons or entities for which the Securities Depository holds Refunding Bonds. Preliminary Official Statement means the Preliminary Official Statement relating to the Refunding Bonds. Refunded Bond Requirements means the principal of, premium, if any, and interest on the Refunded Bonds as the same become due prior to and at the maturity or prior redemption thereof. Refunded Bonds means all or a portion of the outstanding 2004A Bonds and 2005A Bonds to be refunded with the proceeds of the Refunding Bonds, as designated in the Sale Certificate. Refunding Bonds means the District s Taxable Sales Tax Revenue Refunding Bonds, Series 2013A issued under and pursuant to this Seventeenth Supplemental Resolution, the Sales Tax Revenue Bond Resolution and the Sale Certificate. Registered Coupon or Registered Coupons means, if so provided in the Sale Certificate, a coupon designated Supplemental B Interest Registered Coupon which is in fully registered form evidencing supplemental interest on any Refunding Bond or Refunding Bonds to which it is related and which, at the time of initial delivery of the Refunding Bonds to the Underwriters shall accompany such Refunding Bond or Refunding Bonds so delivered. If the Sale Certificate does not provide for the issuance of Registered Coupons, then all references to Registered Coupons with respect to the Refunding Bonds shall have no effect. Sale Certificate means the certificate executed by either the General Manager or the Chief Financial Officer dated on or before the date of delivery of the Refunding Bonds and the Registered Coupons, if any, setting forth certain information concerning the Refunding Bonds and the Registered Coupons, if any, the determination of which is delegated by Section 201 hereof. Senior Bonds means all outstanding Prior Parity Bonds, any Additional Parity Bonds issued pursuant to the Sales Tax Revenue Bond Resolution, the Refunding Bonds and Registered Coupons, if any, issued pursuant to the provisions hereof. Seventeenth Supplemental Resolution means this instrument as originally adopted by the Board on February 19, Term Bonds means Refunding Bonds that are payable on or before their specified maturity dates from sinking fund payments established for that purpose and calculated to retire such Refunding Bonds on or before their specified maturity dates. Trustee means The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America (successor in interest to BNY Western Trust Company). 11

12 2013A Refunding Project means the application of the net proceeds of the Refunding Bonds for the purpose of refunding, paying and discharging the Refunded Bond Requirements of the designated Senior Bonds. Underwriters means, collectively, the purchaser or purchasers of the Refunding Bonds and the Registered Coupons, if any, designated in the Sale Certificate Construction. This Seventeenth Supplemental Resolution, except where the context by clear implication herein otherwise requires, shall be subject to and construed in the same manner as provided by the last three paragraphs of Section 101, Sections 1208 (relating to severability), Section 1210 (relating to successors) and Section 1214 (relating to repealer) of the 1977 Sales Tax Revenue Bond Resolution Authority for this Seventeenth Supplemental Resolution and the Refunding Bonds. This Seventeenth Supplemental Resolution is adopted pursuant to the provisions of the Act, the Supplemental Act and the Sales Tax Revenue Bond Resolution, as heretofore amended and supplemented Ratification and Approval of Prior Action. All actions heretofore taken (not inconsistent with the provisions of the Sales Tax Revenue Bond Resolution or this Seventeenth Supplemental Resolution) by the Board, the officers of the District and otherwise by the District directed toward (i) the 2013A Refunding Project, and (ii) the sale, issuance and delivery of the 2013A Bonds for that purpose, including without limitation the use by the Underwriters of the Preliminary Official Statement prepared in connection with the 2013A Bonds, are ratified, approved, and confirmed. The designation of the Preliminary Official Statement by the General Manager or the Chief Financial Officer as final for purposes of Rule 15c2-12 (the Rule ) of the Securities and Exchange Commission, except for omissions permitted by the Rule, is hereby authorized, approved and confirmed Resolution to Constitute Contract. In consideration of the purchase and acceptance of any and all of the Refunding Bonds and Registered Coupons authorized to be issued hereunder by those who shall hold the same from time to time, the Sales Tax Revenue Bond Resolution shall be deemed to be and shall constitute a contract among the District, the Trustee and the Holders from time to time of the District s Senior Bonds; and the pledge and assignment made in the Sales Tax Revenue Bond Resolution and the covenants and agreements therein set forth to be performed on behalf of the District shall be for the equal benefit, protection and security of the Holders of any and all of the District s Senior Bonds, all of which, regardless of the time or times of their authentication and delivery or maturity, shall be of equal rank without preference, priority or distinction of any of the District s Senior Bonds over any other thereof except as expressly provided in or permitted by the Sales Tax Revenue Bond Resolution. ARTICLE II. AUTHORIZATION AND ISSUANCE OF REFUNDING BONDS 201. Delegation Pursuant to Supplemental Act; Parameters and Limitations. Section of the Supplemental Act provides that a public entity, including the District, may elect in an act of issuance to apply all or any of the provisions of the 12

13 Supplemental Act. The Board hereby elects to apply all of the provisions of the Supplemental Act to the Refunding Bonds and the Registered Coupons. The Refunding Bonds and the Registered Coupons are issued under the authority of the Act and the Supplemental Act and shall so recite as provided in Section 501 hereof. Pursuant to Sections and , Colorado Revised Statutes, such recital shall be conclusive evidence of the validity and the regularity of the issuance of the Refunding Bonds and the Registered Coupons, and the Refunding Bonds and Registered Coupons shall be incontestable for any cause whatsoever after their delivery for value. The Board hereby delegates to the General Manager and the Chief Financial Officer the independent authority (effective for one year following the date hereof) to sign a contract for the purchase of the Refunding Bonds and the Registered Coupons and to make any and all determinations listed in Section (1) of the Supplemental Act with respect to the Refunding Bonds and the Registered Coupons without any requirement that the Board approve such determinations provided that: (a) the final maturity of the Refunding Bonds shall be no later than the final maturity date of the Refunded Bonds; (b) the aggregate principal amount of the Refunding Bonds shall not exceed the aggregate principal amount of the Refunded Bonds; (c) the purchase price of the Refunding Bonds shall not be less than 100%; (d) the present value savings of the Refunding Bonds issued hereunder shall not be less than 2.00% of the principal amount of the Refunded Bonds; (e) the Refunding Bonds shall only be issued to refund outstanding Senior Bonds, and paying the costs of issuance related thereto, including without limitation the cost of funding any reserve fund required thereby or paying any premiums due in connection with the substitution of a surety bond or reserve fund insurance policy into the Reserve Fund; and (f) after the issuance of the Refunding Bonds, the debt service payable in each Bond Year on all Senior Bonds outstanding after the issuance of the Refunding Bonds shall not exceed the debt service payable in each Bond Year on all Senior Bonds outstanding prior to the issuance of the Refunding Bonds. Each of the General Manager and the Chief Financial Officer are hereby independently authorized to determine if obtaining a surety bond or reserve fund insurance policy for deposit or substitution into the Reserve Fund securing the Bonds and the Prior Parity Bonds is in the best interests of the District, and if so, to select a surety provider to issue such surety bond or reserve fund insurance policy for all or any portion of the Reserve Fund Requirement related to the Bonds and the outstanding Prior Parity Bonds, and execute any related documents or agreements required by such commitment. Each of the General Manager and the Chief Financial Officer are hereby independently authorized to determine if it is in the best interests of the District to terminate the Purchase and Resale Agreement by and among the District, the Trustee, U.S. Bank National Association, as custodian, and Wachovia Bank, National Association, as provider, that is currently deposited to the Reserve Fund for the Senior Bonds. Each of the General Manager and the Chief Financial Officer is hereby independently authorized and directed to execute and deliver the Sale Certificate and to make and approve the final determinations contained therein, subject to the parameters and restrictions of this Seventeenth Supplemental Resolution. 13

14 202. Additional Refunding Bond Details. 1. A Series of Bonds entitled to the benefit, protection and security of the Sales Tax Revenue Bond Resolution is hereby authorized in the maximum principal amount set forth in Section 201 hereof, and maturing in the years and in the amounts set forth in the Sale Certificate, and shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, Taxable Sales Tax Revenue Refunding Bonds, Series 2013A. If set forth in the Sale Certificate, the Registered Coupons are hereby authorized. 2. The purpose for which the Refunding Bonds are being issued is to provide funds for the payment of a portion of the costs of the 2013A Refunding Project and to pay the costs of issuance of the Refunding Bonds, including without limitation the cost of funding any reserve fund required thereby or paying any premiums due in connection with the substitution of a surety bond or reserve fund insurance policy into the Reserve Fund. 3. The Refunding Bonds shall be dated as of the date of their delivery or as otherwise required by Section 301 of the Sales Tax Revenue Bond Resolution. The Refunding Bonds shall mature, bear A and B interest (if set forth in the Sale Certificate, including interest evidenced by Registered Coupons), from their dated date to maturity or prior redemption, and be sold, all as provided in the Sale Certificate, subject to the parameters and limitations in Section 201. Interest on the Refunding Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiannually on each May 1 and November 1, commencing on the date provided in the Sale Certificate. 4. The Refunding Bonds shall be issued in fully registered form in denominations of $5,000 or any integral multiples of $5,000, provided that no Refunding Bond may be in a denomination which exceeds the principal coming due on any maturity date, and no individual Refunding Bond will be issued for more than one maturity bearing interest at the same interest rate. Unless the District shall otherwise direct, the Refunding Bonds shall be lettered and numbered separately from 1 upward preceded by the letter R prefixed to the number. 5. The principal, Redemption Price of, and final interest payment on the Refunding Bonds, or the interest represented by Registered Coupons, shall be payable to the registered owner thereof as shown on the registration records kept by the Bond Registrar, upon maturity thereof or prior redemption, or upon the due date of the Registered Coupons, and upon presentation and surrender at the designated offices of The Bank of New York Mellon Trust Company, N.A., as Paying Agent for the Refunding Bonds, as designated by the Paying Agent. Payment of interest on any Refunding Bond, other than the payment on the Registered Coupons or the final interest payment thereon, shall be made by wire, or by check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such interest payment date is not a business day, on or before the next succeeding business day), to the registered owner thereof at the address shown on the registration records kept by the Bond Registrar on the Record Date; but any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner thereof at the close of business on the Record Date and shall be payable to the person who is the registered owner of such Refunding Bond at the close of business on a Special Record Date (the Special Record Date ) for the payment of such defaulted interest. Such Special Record Date shall be fixed by the Trustee whenever funds 14

15 become available for payment of defaulted interest, and notice of the Special Record Date shall be given to the registered owners of the Refunding Bonds not less than 10 days prior thereto by mail to each such registered owner as shown on the Bond Registrar s registration records on a date selected by the Trustee, stating the date of the Special Record Date and the date fixed for the payment of defaulted interest. The principal and Redemption Price of, and interest on, all Refunding Bonds shall also be payable at any other place which may be provided for such payment by the appointment of any other Paying Agent or Paying Agents as permitted by the Sales Tax Revenue Bond Resolution. 6. The Refunding Bonds shall be subject to optional redemption prior to their respective maturity dates and mandatory sinking fund redemption if so provided in the Sale Certificate. 7. The Refunding Bonds shall be issued in fully registered form as to principal and interest and shall be exchangeable and transferable only for fully registered Refunding Bonds of the same maturity of any authorized denominations and, except as set forth in this section, upon the terms and conditions otherwise provided in Article III and Article IV of the Sales Tax Revenue Bond Resolution, as amended. 8. At the time of initial delivery of the Refunding Bonds to the Underwriters, if so provided in a Sale Certificate, the Refunding Bonds may be accompanied by Registered Coupons evidencing additional interest on all or any portion of the Refunding Bonds. The Registered Coupons shall be in fully registered form (i.e., registered as to payment of the supplemental interest) provided that no Registered Coupon shall be issued for more than one due date. The Registered Coupons shall be dated as of the date of delivery of the Refunding Bonds. The Registered Coupons shall be numbered in such a manner as the District shall determine. Each Registered Coupon shall entitle the registered owner thereof to receive payment of a portion of the interest payable with respect to the Refunding Bonds as described herein. The Registered Coupons may be owned, transferred and presented for payment separately from the Refunding Bonds. References in this Resolution to the Refunding Bonds shall be deemed to include the Registered Coupons where the context so requires. Except as specifically provided herein or in the Registered Coupons, no provision of this Resolution relating to the Refunding Bonds shall be deemed to affect the rights of the owners of Registered Coupons to receive payments as provided herein. 9. The net proceeds of the Refunding Bonds shall be applied as set forth in the Sale Certificate. 10. Notwithstanding any other provision hereof, the Refunding Bonds and the Registered Coupons shall initially be registered in the name of the Securities Depository or a nominee therefor, and this subsection 10 shall apply so long as the Refunding Bonds are registered in the name of the Securities Depository or a nominee therefor. Purchases by Beneficial Owners of the Refunding Bonds shall be made in book-entry form in the principal amount of $5,000 or any integral multiple thereof. The Beneficial Owners shall not receive certificates evidencing their interests in the Refunding Bonds. No Refunding Bond shall be issued in a denomination larger than the aggregate principal amount maturing on the maturity date of such Refunding Bond, and no Refunding Bond shall be made payable on more than one 15

16 maturity date and bearing interest at the same interest rate. So long as any Refunding Bond or Registered Coupon is registered in the name of the Securities Depository or a nominee therefor, the Securities Depository shall disburse any payments received, through Participants or otherwise, to the Beneficial Owners. None of the District, the Trustee, the Bond Registrar or the Paying Agent shall have any responsibility or obligation for the payment to any Participant, any Beneficial Owner or any other person (except the registered owner in whose name any Refunding Bonds or Registered Coupons are registered) of the principal of, interest on or any premium due in connection with the redemption of the Refunding Bonds. The Refunding Bonds shall be initially issued so that a single Refunding Bond shall evidence the obligation of the District to pay all principal due on each of the maturity dates for which the Refunding Bonds bear the same interest rate, and the Registered Coupons initially shall be evidenced by one Registered Coupon for each payment date for which a Registered Coupon becomes due, as set forth in the Sale Certificate. Each such Refunding Bond or Registered Coupon shall be registered in the name of the Securities Depository or a nominee therefor. Except as hereinafter provided, all of the Refunding Bonds and Registered Coupons shall continue to be registered in the name of the Securities Depository or a nominee therefor. To the extent typewritten Refunding Bonds, rather than printed Refunding Bonds, are to be issued, such modifications to the form of the Refunding Bond as may be necessary or desirable in such case are hereby authorized and approved. There shall be no substantive change to the terms and conditions set forth in the form of Refunding Bond, except as otherwise authorized by the Sales Tax Revenue Bond Resolution. The District, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to the accuracy of the records of the Securities Depository or a nominee therefor or any Participant with respect to any ownership interest in the Refunding Bonds or the Registered Coupons or the delivery to any Participant, Beneficial Owner or any other person (except the registered owner in whose name any Refunding Bonds are registered) of any notice with respect to the Refunding Bonds, including any notice of redemption. The District may remove the Securities Depository and the Securities Depository may resign by giving sixty (60) days written notice to the other of such removal or resignation. Additionally, the Securities Depository shall be removed sixty (60) days after receipt by the District of written notice from the Securities Depository to the effect that the Securities Depository has received written notice from Participants having interests, as shown in the records of the Securities Depository, in an aggregate principal amount of not less than 50% of the aggregate principal amount of the then outstanding Refunding Bonds to the effect that the Securities Depository is unable or unwilling to discharge its responsibilities or a continuation of the requirement that all of the outstanding Refunding Bonds be registered in the name of the Securities Depository or a nominee therefor is not in the best interests of the Beneficial Owners. Upon the removal or resignation of the Securities Depository, the Securities Depository shall take such action as may be necessary to assure the orderly transfer of the computerized bookentry system with respect to the Refunding Bonds and the Registered Coupons to a successor securities depository or if no successor securities depository is appointed as herein provided, the transfer of the Refunding Bonds and Registered Coupons in certificate form to the Beneficial Owners or their designees. Upon the giving of notice by the District of the removal of the Securities Depository, the giving of notice by the Securities Depository of its resignation or the 16

17 receipt by the District of notice with respect to the written notice of Participants referred to herein, the District may, within sixty (60) days after the giving of such notice, appoint a successor securities depository upon such terms and conditions as the District shall impose. Any such successor securities depository shall at all times be a registered clearing agency under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation, and in good standing thereunder. If the District fails to appoint a successor securities depository within such time period, the Refunding Bonds and the Registered Coupons shall no longer be restricted to being registered in the name of the Securities Depository or a nominee therefor, but may be registered in whatever name or names registered owners transferring or exchanging Refunding Bonds or Registered Coupons shall designate. Notwithstanding any other provision of the Sales Tax Revenue Bond Resolution to the contrary, so long as any Refunding Bond is registered in the name of Cede & Co., as nominee for the Securities Depository, all payments with respect to principal of, interest on and any premium due in connection with the redemption of such Refunding Bond and all notices with respect to such Refunding Bond shall be made and given, respectively, in the manner provided in the Letter of Representations. 11. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Refunding Bonds and the Registered Coupons as provided herein shall be governed by Section of the Supplemental Act and the Sales Tax Revenue Bond Resolution. The revenues pledged for the payment of the Refunding Bonds and the Registered Coupons, as received by or otherwise credited to the District, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Refunding Bonds and the Registered Coupons and the obligation to perform the contractual provisions made herein and in the Sales Tax Revenue Bond Resolution shall have priority over any or all other obligations and liabilities of the District, except for the Senior Bonds, which shall have a lien on such revenues on a parity with the Refunding Bonds and Registered Coupons, and except as otherwise provided herein. The lien of such pledge shall be valid, binding, and enforceable as against all persons having claims of any kind in tort, contract, or otherwise against the District irrespective of whether such persons have notice of such liens Requirements of a Surety Bond or Reserve Fund Insurance Policy. If it is determined pursuant to Section 201 hereof that a surety bond or reserve fund insurance policy will be deposited in the Reserve Fund for all or any portion of the Reserve Fund Requirement relating to the Bonds and the Prior Parity Bonds, the General Manager or Chief Financial Officer may independently determine the terms of any agreement with the provider of such surety bond or reserve fund insurance policy as necessary to satisfy such provider s commitment requirements to issue its surety bond or policy. ARTICLE III. PARTICULAR COVENANTS OF THE DISTRICT; CREATION OF CERTAIN ACCOUNTS; AND AMENDMENTS APPLICABLE TO REFUNDING BONDS 301. Creation and Use of Escrow Account. There is created pursuant to the Escrow Agreement a special and separate account with respect to the Refunding Bonds, to be 17

18 held by the Escrow Agent and to be known as the Regional Transportation District Taxable Sales Tax Revenue Refunding Bonds, Series 2013A, Escrow Account (the Escrow Account ) Maintenance of Escrow Account. The Escrow Account shall be maintained in an amount at the time of the initial deposits therein and at all times subsequent at least sufficient, together with the known minimum yield to be derived from the initial investment and any temporary reinvestment of the deposits therein or any part thereof in Investment Securities, to pay the Refunded Bond Requirements. Moneys shall be withdrawn by the Trustee, as Escrow Agent, from the Escrow Account in sufficient amounts and at such times to permit the payment without default of the Refunded Bond Requirements Redemption of Refunded Bonds. In accordance with the provisions of Section (1)(h) of the Supplemental Act, the Board hereby authorizes each of the General Manager or the Chief Financial Officer to independently determine which Senior Bonds of the District will be refunded with the proceeds of the Refunding Bonds. Such determination shall be set forth in the Sale Certificate, and the District shall exercise its option to redeem the Refunded Bonds in accordance with the provisions of the Sales Tax Revenue Bond Resolution and the Escrow Agreement Continuing Disclosure Covenant. The District covenants for the benefit of the owners of the Refunding Bonds to comply with the terms of the Continuing Disclosure Agreement, provided that a failure of the District to comply with the Continuing Disclosure Agreement shall not constitute an Event of Default under the Sales Tax Revenue Bond Resolution Amendment of Section Section 1201 of the Bond Resolution shall be amended by the addition of the following sentence at the end of paragraph 1 of Section 1201: The District shall remain liable for any deficiencies upon a defeasance of the Series 2013A Bonds. ARTICLE IV. MISCELLANEOUS 401. Applicability of the Sales Tax Revenue Bond Resolution, as Amended. Except as otherwise provided herein, the Refunding Bonds and the Registered Coupons shall be issued subject to and otherwise in accordance with the 1977 Sales Tax Revenue Bond Resolution, as amended and supplemented by the First Supplemental Resolution, the Second Supplemental Resolution, the Third Supplemental Resolution, the Fourth Supplemental Resolution, the Fifth Supplemental Resolution, the Sixth Supplemental Resolution, the Seventh Supplemental Resolution, the Eighth Supplemental Resolution, the Ninth Supplemental Resolution, the Tenth Supplemental Resolution, the Eleventh Supplemental Resolution, the Twelfth Supplemental Resolution, the Thirteenth Supplemental Resolution, the Fourteenth Supplemental Resolution, the Fifteenth Supplemental Resolution, the Sixteenth Supplemental Resolution and this Seventeenth Supplemental Resolution Finding of Best Interests; Approval of 2013A Bonds and 2013A Refunding Project. The Board hereby finds and determines, pursuant to the Constitution, the 18