Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

BOARD OF DIRECTORS

JOHN CLAMP

CHAIR

GAVINO RAMOS DAVID STARR

VICE CHAIR SECRETARY/TREASURER

LOU MILLER RAMIRO CAVAZOS JOHN MONTFORD WALTER SERNA

DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 2: Swearing-In of James Conrad “Rad” Weaver as the Presiding Officer of the Alamo Regional Mobility Authority.

Swearing-in of James Conrad “Rad” Weaver as the Presiding Officer of the Alamo Regional Mobility Authority for a term of office to expire on February 1, 2018.

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Fiscal Assessment Applicable: ☐Yes ☒ No Type: ☐ Revenue ☐ Expense Category: ☐ Project ☐ Indirect ☐ Other: _______________ Funding Source: N/A Dollar Amount Associated with Item: N/A Current Budget Amount : N/A

Coordinated by: Chris Trevino Verified by: Renee Green

Comments: There is no fiscal impact associated with the approval of this item.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 3: Approval of minutes from the Board of Directors Meeting on February 24, 2016.

Alamo RMA staff requests appropriate action regarding approval of the minutes from the February 24, 2016 Board of Directors Meeting.

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Comments: There is no fiscal impact associated with the approval of this item.

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Alamo RMA Board of Directors Meeting Minutes for February 24, 2016 Page 1 of 4

BOARD MEETING Thursday, February 24, 2016 11:30 a.m.

Paul Elizondo Tower – 10th Floor 101 West Nueva Street

San Antonio, Texas 78205

Minutes 1. Call meeting to order.

Vice Chairman Gavino Ramos called the meeting to order at 11:44 a.m. Members present:Gavino Ramos, Baltazar Serna, John Montford, Ramiro Cavazos, David Starr, and John Clampwho arrived during the meeting. Members absent: Lou Miller.

2. Approval of minutes from the Regular Board of Directors Meeting of January 28, 2016.

A motion was presented by D. Starr, seconded by R. Cavazos, which motion was voted on as follows: D. Starr, R. Cavazos, G. Ramos, B. Serna, Jr., and J. Montford voting “Aye”. The motion was approved.

Gavino Ramos requested to suspend regular order of business and consider agenda item 6 at this time.

6. Discussion and appropriate action regarding the selection of Senior Manager(s) for theissuance of Vehicle Registration Fee Revenue Bonds, Series 2016.

At the January 28, 2016 Board meeting, the Board members approved the members of theUnderwriting Syndicate as follows:

Citigroup Global Markets Bank of America Merrill Lynch Morgan Stanley & Co. Siebert Brandford Shank & Co.

The four members of the Underwriting Syndicate for the Vehicle Registration Fee Revenue Bonds, Series 2016, in the order above provided presentations outlining their respective qualifications to serve as Senior Manager(s) for the issuance of the Bonds.

Response by D. Smith: Today’s briefing on the potential structure and size of the deal is informational. You will make decisions after the underwriters are on board and able to fully engage. You won’t be deciding how much to issue yet nor will you be deciding junior lien or senior lien but the financial advisors will give you a briefing on what the issues are so that when we next meet you will be able to make those kind of decisions.

Chairman John Clamp arrived and began to preside over the meeting.

Question by J. Montford: Is there any cost factor to us as having two Co-Senior Managers? Response by Don Gonzales (Estrada & Hinojosa): No sir, the way it will work is the one Senior Manager will be the book runner for the transaction and the Co-Senior will serve in more of the Senior role than the Co-Managers. If there is 100% to allocate between the four firms you could

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say the Senior will get not less than 40% and no more than 60%, for example they get 50%, the Co-Senior gets 25% and the balance of the 25% will be split between the other two firms.

Question by J. Montford: What is the best practice? It looks like you should have one chief. Response by Don Gonzales (Estrada & Hinojosa): The value of having a Co-Senior is that they will play a greater role than if they were a Co-Manager in terms of their participation and involvement as we develop the transaction. Right now we anticipate going into the market in May so between March and April if they were a Co-Manager more than likely they would probably have a limited involvement.

Question by J. Montford: Does the decision of having the subordinate class have to be made now or can it be made later on? Response by Don Gonzales (Estrada & Hinojosa): It can be made later.

Question by J. Clamp: Who decides the percent of Co-Senior? Is it 50/50%? Is it a later decision? I want that to be very clear for the board. Response by Don. Gonzales (Estrada & Hinojosa): It’s typically a decision that is reached probably about a week or two before we actually go into the market. It gives you a chance to observe how much work they continue to put into it. If you tell them right now what it is some may already make a pre-determined decision as to how much effort they will put in between now and the time we go into the market. Typically you might be in the neighborhood of 45-50% for the Senior, 30% for the Co-Senior and split for the two Co-Managers or you can get to 70% and split 15/15% for each of the Co-Managers.

Question by R. Green: So the actual participation would be something we would need to agendize for board action say the month before? Response by S. McCabe: At the next meeting in March part of that is bringing to the board a parameter order. The decision on allocation doesn’t have to be made today or necessarily have to be a board decision. How we’ve historically done it at the County is in the parameter order we have delegated authority to David as the County Manager. That is something the board can do or they can agendize it.

Response by R. Cavazos: I think all four firms can do the job but what I like about Siebert is they have 20 years of experience, they are local, minority and women-owned. Since we are using Vehicle Registration Fees from Bexar County and they are the only local firm that’s why I’d like for Siebert to be Co-Senior, Morgan Stanley as Senior Manager, Bank of America and Citigroup as Co-Managers.

A motion was presented by R. Cavazos, seconded by B. Serna, Jr, which motion was voted on as follows: R. Cavazos, B. Serna, Jr., and G. Ramos voting “Aye”. D. Starr, J. Montford, and J. Clamp voting “Nay”. The motion was not approved.

Question by B. Serna: Morgan Stanley had the best presentation and truly is the leader of this syndicate. I like their analysis but the reason I seconded Ramiro’s motion for Siebert as Co-Senior Manager is I like the local and minority but I also like the Bexar County transaction. This is our first transaction but ever since RMA got folded into Bexar County this is a Bexar County transaction. I know that Siebert has a long history with Bexar County. I believe what Don said if we have a Co-Senior it adds more the competition which may yield a better price for us and our rate is important with the first issuance. David Smith, do you have any recommendations for this board? Response by D. Smith: I have worked with all four of the firms and all have done good jobs for Bexar County so I don’t think you could make a bad mistake but from a staff perspective I like to reward firms that do put work in at risks. My recommendation would be Morgan Stanley as at least one of the Seniors.

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Response by D. Starr: All did a great job, but I don’t like the flexibility that Siebert brought to the table, the subordinate bonds, the limitation on $70 million, and they didn’t have answers on the surety and it just didn’t seem they were well prepared. I would like Morgan Stanley as Senior Manager, Citigroup as Co-Senior, Bank of America and Siebert as Co-Managers.

A motion was presented by D. Starr, seconded by J. Montford, which motion was voted on as follows: D. Starr, J. Montford, and J. Clamp voting “Aye”. R. Cavazos, B. Serna, Jr., and G. Ramos voting “Nay”. The motion was not approved.

Response by Brian Cassidy (Legal Counsel/Locke Lord): Suggests making a motion for Senior Manager only and revisit Co-Senior and Co-Managers the next meeting. Response by D. Starr: I Motion to make Morgan Stanley Senior Manager and the rest Co-Managers. Response by J. Clamp: Let us select a Senior Manager first.

A motion was presented by J. Montford to approve Morgan Stanley as Senior Manager, seconded by R. Cavazos, which motion was voted on as follows: D. Starr, J. Montford, J. Clamp, R. Cavazos, B. Serna, Jr., and G. Ramos voting “Aye”. The motion was approved.

Response by J. Clamp: I will entertain a motion for Co-Senior next or a motion for everybody else to be Co-Managers.

A motion was presented by D. Starr to make the remaining three firms Co-Managers, seconded by J. Montford, which was voted on as follows: D. Starr, J. Montford, and J. Clamp voting “Aye”. R. Cavazos, B. Serna, Jr., and G. Ramos voting “Nay”. The motion was not approved.

A motion was presented by R. Cavazos for Siebert as Co-Senior Manager, seconded by B. Serna, Jr, which was voted on as follows: R. Cavazos, B. Serna, Jr., and G. Ramos voting “Aye”. D. Starr, J. Clamp, and J. Montford voting “Nay”. The motion was not approved.

Response by Brian Cassidy (Legal Counsel/Locke Lord): You can go forward with the Senior Manager and come back and revisit the issue of Co-Managers or Co-Seniors at the next meeting. Response by D. Starr: I will switch my vote to Siebert as Co-Senior Manager if they can evidence that they will have local staff on a full time basis here in San Antonio. Response by J. Montford: I would agree with that position but I would like some evidence. Response by J. Clamp: We can hold that vote for another day. Today we have selection of our Senior Manager and we will agendize a vote next meeting for a Co-Senior and Co-Managers. Response by J. Montford: I think in fairness we should hear from all three remaining firms about their local presence. Response by J. Clamp: I’m ok with bringing them all back if they want to come back.

John Clamp requested to suspend regular order of business and consider agenda item 5 at this time.

5. Presentation and discussion regarding the proposed issuance of Vehicle RegistrationFee Revenue Bonds, Series 2016.

The Alamo RMA’s Financial Advisor (Estrada Hinojosa) and Bond Counsel (Bracewell &Giuliani) presented to the Board the proposed issuance of Vehicle Registration Fee RevenueBonds, Series 2016. The presentation included for discussion information regarding:

Information that will be provided to credit rating agencies in anticipation of the Series2016 Bonds.

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Proposed lien structure of the Vehicle Registration Fee Revenue Bonds. Proposed Flow of Funds for the Vehicle Registration Fee Revenue Bonds.

Question by J. Clamp: What is our capacity? Response by Don Gonzales (Estrada & Hinojosa): If we do just this depending on interest rate assumptions, structure and growth in the VRF probably anywhere from about $200-230 million. Question by J. Clamp: So we are about 30-40% of our capacity? Response by Don Gonzales (Estrada & Hinojosa): Correct. Response by D. Smith: Just to refresh, I know you all know this, you have $280 million roughly of identified group projects. The first $70 is money TxDOT needs to keep work on Loop 1604 going. That is the first money out the door. The analysis we will now be working with Morgan Stanley, Don and my staff is to bring you back options. If we issue more now, even though it is in advance of when we might actually need to write checks on, how much interest rate risk are we taking compared to waiting, issuing the money and not paying the debt service too early. It all ends up affecting future capacity. That’s the type of analysis we’d be talking to you about in March.

3. Executive Director’s Report.

This item was deferred.

4. Discussion regarding the new electronic filing requirement for submitting a PersonalFinancial Statement to the Texas Ethics Commission.

This item was deferred.

7. Citizens’ Communications. (Citizens must sign the register to speak)

No citizens signed up to speak.

8. Executive Session - Pursuant to Chapter 551, Subchapter D, Texas Government Code.

Alamo RMA Board of Directors did not meet in Executive Session and no action was taken.

9. Adjournment.

There being no further action for the Board, Chairman Clamp adjourned the meeting at 2:18p.m.

APPROVED:

________________________________________ _ JOHN CLAMP, CHAIRMAN DATE ADOPTED: March 24, 2016

I hereby certify that the above foregoing pages constitute the full, true, and correct minutes of all the proceedings and official records of the Alamo Regional Mobility Authority at its meeting on February 24, 2016.

ATTEST: _________________________ _ DAVID STARR, TREASURER/SECRETARY

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 4: Executive Director’s Report. The Executive Director’s Report for this month will cover the following topics:

A. Monthly Status Report on GEC Work Authorizations

B. Monthly Update on the Loop 1604 Environmental Assessment

C. Monthly Financials for February 2016

This information is included in your packets for your review. There is no action required of the Board on this item.

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Comments: There is no fiscal impact associated with this item.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016

Executive Director’s Report

A. Monthly Status Report on General Engineering Consultant (GEC) Work Authorizations

For the month of February, no work was performed with Pape Dawson Munoz or HNTB.

B. Monthly Update on the Loop 1604 Environmental Assessment

Work Authorization No. 5: Environmental Assessment (EA):

1. Submitted the Biological Assessment on February 12th to TxDOT EnvironmentalDivision (ENV)

2. Continued to update reports in coordination with TxDOT ENV3. Coordinated with TxDOT and the MPO regarding the I-10 Managed Lane project4. Continued cross-section work for to finalize the schematic5. Updated the drainage and water pollution abatement plan reports6. Continued project management, coordination and administration tasks

C. Monthly Financials for February 2016

Monthly financial statements are attached for February 2016 including the following:

1. Balance Sheets2. Statement of Revenues, Expenses, and Changes in Net Assets3. Schedule of Budgetary Compliance and Changes to Net Assets4. Project Costs (Capitalized and Non-Capitalized)

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LOOP 1604 ENVIRONMENTAL ASSESSMENT - BAKER TEAM 1

Loop 1604 Environmental Assessment: SH 16 to Interstate Highway 35

Project Authorization No. 5 Progress Report No. 23

Progress for period: February 1, 2016 through February 29, 2016

ACTIVITIES COMPLETED IN THIS PERIOD:

Task 1.0 – Project Management, Coordination, and Administration

Continued PA #5 activities. Performed project management functions including: identifying andassigning resources to perform the work, communicating roles and responsibilities, supervising the performance of the work, and communication/meetings with RMA/TxDOT personnel on the direction and progress of the work.

Held bi-weekly internal Team calls to discuss project progress/issues.

Coordinated bi-weekly project call with TxDOT and RMA.

Continued Project Record filing.

Task 2.0 – Public Awareness, Involvement, and Education

Facility reserved and appointment updated to new date of June 16th.

Task 3.0 – Draft Environmental Document

Submitted Biological Assessment February 12th. TxDOT ENV submitted to USFWS onFebruary 17th.

Continued to update reports in coordination with TxDOT ENV.

Task 5.0 – Engineering

Traffic Coordinated with team regarding I-10 HOV/Managed Lane issue, as needed. Researched and summarized potential HOV usage (including data from MPO travel demand

model).

Geometric Schematic Provided data files to TxDOT one request. Provided additional detail regarding expected construction activities on I-10 for Biological

Assessment. Continued work on cross sections based on preliminary review (over 1,300 cross sections) Updated drainage and WPAP.

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Alamo Regional Mobility Authority

San Antonio, Texas

Statement of Revenues, Expenses, and Changes in Net Assets

as of February 29, 2016

(unaudited)

Operating Revenues

Refund prior year expense ‐$Total operating revenues ‐

Operating Expenses

Payroll and payroll related expenses 130,131

Travel and conferences 350Professional services 25,000

Contracted Services 1,500Legal Services 665Printing 267Memberships & Accreditations 4,150Copier Rental & Expense 1,071RMA events 274

Liability insurance 1,136Telephone and Internet Service 54Supplies and postage 148

Total operating expenses 164,746

Operating gain/(loss) (164,746)

Nonoperating Revenues (Expenses)

Vehicle registration revenues 6,425,980

State grant revenue 10,907

Interest income 44,092

Total nonoperating revenues (expenses) 6,480,979

Increase in net assets before capital contributions 6,316,233

Capital contributions 5,808

Change in net assets 6,322,041

Net assets at beginning of year 31,541,323

Net assets at end of February 2016 37,863,364$

*decimals not shown on above amountssource: gl 291 ran 3/4/16 for February 2016

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ALAMO REGIONAL MOBILITY AUTHORITY

Schedule of Budgetary Compliance and Change to Net Assetsas of February 29, 2016

(unaudited)

Original Budget

February Actuals

February Budget Variance YTD Actual YTD Budget YTD Variance

Operating RevenueRefunds -$ - -$ -$ -$ -$ -$

Total Operating Revenue - - - - - - -

Operating ExpenseSalary Regular 234,168 20,144 19,514 (630) 99,245 97,570 (1,675) Social Security 13,488 1,291 1,124 (167) 5,381 5,620 239 Medicare 3,804 258 317 59 1,362 1,585 223 Life Insurance 467 41 39 (2) 196 195 (1) Health Insurance 24,413 2,034 2,034 - 10,172 10,170 (2) Unemployment Insurance 584 32 49 17 174 245 71 Workers Compensation 800 100 67 (33) 560 335 (225) Retirement 30,861 2,615 2,572 (43) 13,041 12,860 (181)

Subtotal 308,585 26,515 25,716 (799) 130,131 128,580 (1,551)

Discretionary -Training/Cert/Dev-Regist 6,000 - 500 500 350 2,500 2,150 Discretionary - Mileage & Parking 1,000 - 83 83 - 415 415 Discretionary - Transportation 1,000 - 83 83 - 415 415

Subtotal 8,000 - 666 666 350 3,330 2,980

Auditing Services 35,000 - - - 25,000 35,000 10,000 Professional Services 50,000 - 4,167 4,167 - 20,835 20,835 Contracted Services 2,000 1,500 167 (1,333) 1,500 835 (665) Banking Fees 5,000 - 417 417 - 2,085 2,085 Legal Services 35,500 - 2,958 2,958 665 14,790 14,125 Printing and Binding 2,000 267 167 (100) 267 835 568 Membership Fees 4,500 - 375 375 4,150 1,875 (2,275) Accreditation & Certification 250 - 21 21 - 105 105 Marketing and Advertisement 1,000 - 83 83 - 415 415 Copier Rental & Expense 2,570 214 214 - 1,071 1,070 (1) RMA Events 500 205 42 (163) 274 210 (64) Indemnification Expense 500 - 42 42 - 210 210 Administrative Service Fee 500 - 42 42 - 210 210 Liability Insurance 3,000 - 250 250 1,136 1,250 114 Telephone and Internet Service 1,500 - 125 125 54 625 571 Repairs and Maintenance - Computer Software 1,500 - 125 125 - 625 625

Subtotal 145,320 2,186 9,195 7,009 34,117 80,975 46,858

Office Supplies 2,000 148 167 19 148 835 687 Postage 500 - 42 42 - 210 210 Minor Equipment & Machinery 2,500 - 208 208 - 1,040 1,040

Subtotal 5,000 148 417 269 148 2,085 1,937

Total Operating Expense 466,905 28,849 35,994 7,145 164,746 214,970 50,224

Nonoperating Revenues (Expenses)Vehicle registration revenues 15,300,000 1,280,640 1,275,000 5,640 6,425,980 6,375,000 50,980 State grant revenue - 374 - 374 10,907 - 10,907 Capital Contributions - 4,362 - 4,362 5,808 - 5,808 Interest income - 10,332 - 10,332 44,092 - 44,092

Total nonoperating revenues 15,300,000$ 1,295,708 1,275,000$ 20,708$ 6,486,787$ 6,375,000$ 111,787$

Increase in net assets 1,266,859

Net assets at beginning of month 36,596,505

Net assets at end of February 2016 37,863,364$

*decimals not shown on above amounts - source: gl 291 ran 3/4/16 for February 2016

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Alamo Regional M

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4-8

BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 5: Consideration and adoption by the Board of Directors of the Alamo Regional Mobility Authority, a Resolution authorizing the issuance and delivery of Alamo Regional Mobility Authority Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 and Alamo Regional Mobility Authority Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016; Approving the form, and authorizing the execution and delivery of, the Master Trust Indenture, First Supplemental Indenture, and Second Supplemental Indenture; Authorizing the execution and delivery of one or more Purchase Agreements; Approving the preparation of a Preliminary Official Statement and an Official Statement; Authorizing the execution and delivery of other documents and instruments in connection therewith; Appointing a Co-Senior Manager of the Underwriting Syndicate, if any; and enacting other provisions relating thereto. On December 17, 2015, the Board approved an Amended Capital Budget to incorporate fourteen (14) Vehicle Registration Fee Projects for a total amount of $179,124,541. These projects will be financed through the issuance of Vehicle Registration Fee Revenue Bonds. This order addresses the following regarding the issuance of debt for these projects:

The issuance of the Alamo RMA Vehicle Registration Fee Revenue Bonds, Series 2016;

The Master Trust Indenture, First Supplemental Indenture, and the Second Supplemental Indenture for the Series 2016 Bonds;

The Purchase Agreement(s) providing for the sale of the Series 2016 Bonds; and

The Preliminary Official Statement for the issuance of the Series 2016 Bonds.

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Coordinated by: John Bownds Verified by: Seth McCabe


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GENERAL MEETING OF THE BOARD OF DIRECTORSOF THE


RESOLUTION NO. 16-01

RESOLUTION AUTHORIZING THE ISSUANCE AND DELIVERY OF ALAMO REGIONAL MOBILITY AUTHORITY SENIOR LIEN VEHICLE REGISTRATION FEE REVENUE BONDS, SERIES 2016 AND ALAMO REGIONAL MOBILITY AUTHORITY JUNIOR LIEN VEHICLE REGISTRATION FEE REVENUE BONDS, SERIES 2016; APPROVING THE FORM, AND AUTHORIZING THE EXECUTION AND DELIVERY OF, THE MASTER TRUST INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE; AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE PURCHASE AGREEMENTS; APPROVING THE PREPARATION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS AND INSTRUMENTS IN CONNECTION THEREWITH; AND ENACTING OTHER PROVISIONS RELATING THERETO

WHEREAS, the Alamo Regional Mobility Authority (the “Authority”) has been created and organized pursuant to and in accordance with the Constitution and laws of the State of Texas, including, particularly, Chapter 370, Texas Transportation Code (the “Act”), for the purposes of developing, or facilitating the development of, transportation and mobility projects; and

WHEREAS, Section 502.402 of the Texas Transportation Code (the “Authorizing Law”), authorized certain counties, including Bexar County, Texas (the “County”) to impose an optional motor vehicle registration fee, not to exceed $10.00, for vehicles registered in such counties (the “Optional Vehicle Registration Fee”) to be used for long-term transportation projects; and

WHEREAS, on August 29, 2013, the Commissioners Court of the County authorized the adoption and imposition of the Optional Vehicle Registration Fee in the amount of $10.00 per registered vehicle in the County pursuant to and in accordance with the Authorizing Law; and

WHEREAS, the Authorizing Law requires the County to remit all revenue derived from the Optional Vehicle Registration Fee to a regional mobility authority located in the County to fund long-term transportation projects in the County; and

WHEREAS, the County and the Authority entered into that certain “Funding Agreement for Transportation Projects” by and between the County and the Authority effective as of April 29, 2014 (the “Funding Agreement”) to authorize the use of the Optional Vehicle Registration Fee revenues to finance the acquisition, construction, operation and maintenance of transportation projects consistent with Section 7-a, Article VIII, Texas Constitution (the “Projects”) and to authorize the pledge and expenditure of all amounts collected under the Optional Vehicle Registration Fee (the “Pledged Vehicle Fee Revenues”) to secure and pay any obligations issued by the Authority to finance the Projects; and

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WHEREAS, the Projects shall consist of long-term transportation projects in the County that are consistent with the purposes of Section 7-a, Article VIII, Texas Constitution as required by the Authorizing Law and that are “transportation projects” under the Act; and

WHEREAS, pursuant to the Act and other applicable laws, including Chapter 1371, Texas Government Code (“Chapter 1371”), the Authority is authorized to issue revenue bonds, notes, or other obligations for the purposes of financing all or a portion of the cost of a transportation project and paying the expenses of issuing such revenue bonds, notes, or other obligations; and

WHEREAS, the Board of Directors of the Authority (the “Board”) has determined to authorize the issuance of the Authority’s (i) Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 (the “Series 2016 Senior Bonds”), which will be Senior Lien Bonds under the Master Indenture payable from, and secured by, a first lien on and pledge of the Trust Estate, and (ii) Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 (the “Series 2016 Junior Bonds” and together with the Series 2016 Senior Bonds, the “Series 2016 Bonds”), which will be Junior Lien Bonds under the Master Indenture payable from, and secured by, a lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing Subordinate Lien Parity Obligations; and

WHEREAS, the Series 2016 Bonds are being authorized, issued and delivered pursuant to the Act, the Authorizing Law and Chapter 1371 to (i) pay a portion of the costs of one or more Projects; (ii) fund debt service reserve funds for the Series 2016 Bonds; and (iii) pay certain costs of issuance for the Series 2016 Bonds; and

WHEREAS, in connection with the issuance and delivery of the Series 2016 Bonds, the Board desires to authorize the execution and delivery of (i) a Master Trust Indenture (the “Master Indenture”), between the Authority and ________________________________________ as trustee (the “Trustee”), in substantially the form attached hereto as Exhibit A; (ii) a First Supplemental Trust Indenture authorizing the issuance of the Series 2016 Senior Bonds (the “First Supplemental Indenture”), in substantially the form attached hereto as Exhibit B; (iii) a Second Supplemental Trust Indenture authorizing the issuance of the Series 2016 Junior Bonds (the “Second Supplemental Indenture” and together with the First Supplemental Indenture, the “Supplemental Indentures”), in substantially the form attached hereto as Exhibit C; and (iv) one or more bond purchase agreements (each, a “Purchase Agreement” and, collectively, the “Purchase Agreements”), between the Authority and the purchasers of the Series 2016 Bonds identified in Section 1.7 hereof with respect to the purchase and delivery of the Series 2016 Bonds; and

WHEREAS, the Board is considering the purchase of (i) one or more reserve fund surety policiesto fund the reserve fund requirements associated with the issuance of the Series 2016 Bonds in accordance with the terms of the Indenture and (ii) one or more bond insurance policies from certain companies who are in the business of insuring the timely payment of the principal of and interest on bonds (an “Insurer”); and

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WHEREAS, the Board has been presented with a substantially final draft of the Preliminary Official Statement to be used in the offering and sale of the Series 2016 Bonds (the “Preliminary Official Statement”);

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALAMO REGIONAL MOBILITY AUTHORITY THAT:

1. ISSUANCE OF SERIES 2016 BONDS; APPROVAL OF DOCUMENTS

1.1 Authorization of Issuance of Series 2016 Bonds. The Authority hereby authorizes, approves and directs the issuance of the Series 2016 Bonds in a maximum aggregate principal amount not to exceed $110,000,000, in accordance with the terms of this Resolution, the Master Indenture and the Supplemental Indentures. The Series 2016 Bonds may be issued as (i) all Series 2016 Senior Bonds, (ii) all Series 2016 Junior Bonds or (iii) any combination of Series 2016 Senior Bonds and Series 2016 Junior Bonds, as determined by the Pricing Officer(as defined herein).

1.2 Issuance, Execution and Delivery of Series 2016 Senior Bonds. The issuance, execution and delivery of the Series 2016 Senior Bonds, in an original principal amount determined by the Pricing Officer as provided in Section 1.1, is hereby authorized, all under and in accordance with the Master Indenture and the First Supplemental Indenture. The Series 2016 Senior Bonds may not mature on a date that exceeds 40 years from their dated date and the Series 2016 Senior Bonds may not bear an interest rate in excess of 15%. The Series 2016 Senior Bonds shall be payable from and secured by a first lien on and pledge of the Trust Estate. The Chair, Vice Chair, Treasurer, and Secretary of the Board are each authorized to execute, attest and affix the Authority’s seal to the Series 2016 Senior Bonds, and to deliver the Series 2016 Senior Bonds to the Attorney General of the State of Texas (the “Attorney General”) for approval, to the Comptroller of Public Accounts of the State of Texas (the “Comptroller”) for registration and to the Trustee for authentication, and thereafter to deliver the Series 2016 Senior Bonds to the Underwriters (as defined herein) in accordance with the Purchase Agreement relating thereto.

1.3 Issuance, Execution and Delivery of Series 2016 Junior Bonds. The issuance, execution and delivery of the Series 2016 Junior Bonds, in an original principal amount determined by the Pricing Officer as provided in Section 1.1, is hereby authorized, all under and in accordance with the Master Indenture and the Second Supplemental Indenture. The Series 2016 Junior Bonds may not mature on a date that exceeds 40 years from their dated date and the Series 2016 Junior Bonds may not bear an interest rate in excess of 15%. The Series 2016 Junior Bonds shall be payable from and secured by a lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing Subordinate Lien Parity Obligations. The Chair, Vice Chair, Treasurer, and Secretary of the Board are each authorized to execute, attest and affix the

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Authority’s seal to the Series 2016 Junior Bonds, and to deliver the Series 2016 Junior Bonds to the Attorney General for approval, to the Comptroller for registration and to the Trustee for authentication, and thereafter to deliver the Series 2016 Junior Bonds to the Underwriters (as defined herein) in accordance with the Purchase Agreement relating thereto.

1.4 Pricing Officer. Pursuant to Chapter 1371, the Executive Director of the Authority or the Chair of the Board, each acting in such capacity severally and not jointly, is hereby appointed the “Pricing Officer”. The Pricing Officer is hereby designated and authorized to act on behalf of the Authority from time to time in selling and delivering the Series 2016 Bonds and determining the final terms and conditions of the Series 2016 Bonds, the prices at which the Series 2016 Bonds will be sold, any different or additional designation or title of each series of the Series 2016 Bonds, the principal amounts and maturity dates therefor, the per annum interest rates for the Series 2016 Bonds, the aggregate principal amount of Series 2016 Bonds to be issued as Series 2016 Senior Bonds and the aggregate principal amount of the Series 2016 Bonds to be issued as Series 2016 JuniorBonds; the redemption provisions, dates and prices for the Series 2016 Bonds, the final forms of the Series 2016 Bonds, and such other terms and provisions that shall be applicable to the Series 2016 Bonds, selecting an Insurer, if appropriate, and making such findings and determinations as are otherwise authorized herein or as may be required by the Master Indenture or the Supplemental Indentures to carry out the purposes of this Resolution, all of which shall be specified in the final executed Master Indenture and respective Supplemental Indentures. The Pricing Officer is further authorized to approve the form and substance of one or more Purchase Agreements providing for the sale of the Series 2016 Bonds, to authorize and approve the forms of a preliminary official statement and a final official statement, and to determine such other matters, terms and covenants with respect to the sale of the Series 2016 Bonds and the use of proceeds thereof to finance the costs of one or more Projects as determined by the Pricing Officer to be consistent with this Resolution.

1.5 Approval of Trustee and Master Indenture. __________________________ is hereby selected and appointed as Trustee in accordance with the terms of the Master Indenture and the Master Indenture is hereby approved. The Pricing Officer is authorized to execute the Master Indenture and any other officer of the Authority is authorized to attest, if necessary, to such officer’s signature and to deliver the Master Indenture to the Trustee, with such changes therein as may be approved by the Pricing Officer, the execution thereof to constitute conclusive evidence of such approval.

1.6 Approval of Supplemental Indentures. The Supplemental Indentures are hereby approved. The Pricing Officer is authorized to execute the Supplemental Indentures and any other officer of the Authority is authorized to attest, if necessary, to such officer’s signature and to deliver the Supplemental Indenturesto the Trustee, with such changes therein as may be approved by the Pricing

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Officer, their execution thereof to constitute conclusive evidence of such approval.

1.7 Underwriters; Purchase Agreement. Morgan Stanley & Co. Incorporated (senior book runner), Bank of America Merrill Lynch, Citigroup Global Markets Inc., and Siebert Brandford Shank & Co., L.L.C. (collectively, the “Underwriters”) are hereby confirmed as the underwriters of the Series 2016 Bonds. The Pricing Officer is hereby authorized and directed to approve the form, final terms and provisions of one or more Purchase Agreements in accordance with the terms of the respective Supplemental Indentures and this Resolution, which final terms shall be determined to be the most advantageous reasonably attainable by the Authority, such approval and determination being evidenced by its execution thereof by the Pricing Officer. The sale of the Series 2016 Bonds by the Authority to the Underwriters pursuant to one or more Purchase Agreements is hereby approved and determined to be in the best interest of the Authority. The Pricing Officer is hereby authorized to execute one or more Purchase Agreements, and the other officers of the Authority are each hereby authorized to attest, if necessary, to such officer’s signature and to deliver the Purchase Agreements to the Underwriters following approval of the terms thereof by the Pricing Officer, such approval to be conclusively evidenced by the execution and delivery of such agreement by the Pricing Officer.

1.8 Authorized Representatives. The following persons are each hereby named as an “Authorized Representative” of the Authority for all purposes of this Resolution, the Master Indenture and the Supplemental Indentures, including, without limitation for the purposes of executing agreements, signing letters of instruction to the Trustee and taking the other actions referred to herein and in the Master Indenture and the Supplemental Indentures: persons occupying the positions of Chair of the Board, Vice Chair of the Board, and the Executive Director of the Authority. The Trustee may rely on this designation until revoked or otherwise altered in a writing executed by an Authorized Representative and delivered to the Trustee.

1.9 Approval of Purchase of Reserve Fund Surety Policy. In the event that the Pricing Officer determines that, in order to maximize bond proceeds available for the Projects, one or more Reserve Fund Surety Policies is the preferred method to fund all or a portion of the Reserve Requirements for the Series 2016 Bonds, the purchase of one or more Reserve Fund Surety Policies that satisfies the terms of the Master Indenture is hereby authorized with such terms and conditions as may be determined by the Pricing Officer. The Pricing Officer of the Authority is hereby authorized to execute and deliver all documents, instruments or agreements that may be necessary in connection with completing the arrangements for the purchase and delivery to the Trustee of such Reserve FundSurety Policies.

1.10 Approval of Purchase of Bond Insurance. In the event that the Pricing Officer determines that one or more bond insurance policies on the Series 2016 Bonds has

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a net benefit to the Authority with respect to the sale and price of the Series 2016 Bonds, the purchase of such a bond insurance policy from an Insurer to secure the timely payment of the principal of and interest on the Series 2016 Bonds is hereby authorized. The Pricing Officer of the Authority is hereby authorized to execute and deliver all documents, instruments or agreements that may be necessary in connection with completing the arrangements for the purchase and delivery to the Trustee of such bond insurance policies.

1.11 Approval of the Official Statement. The Pricing Officer is hereby authorized and directed to authorize and approve (i) the form and substance of the Preliminary Official Statement prepared in connection with the public offering of the Series 2016 Bonds, together with any addenda, supplement or amendment thereto (the “Preliminary Official Statement”) and (ii) the preparation, use and distribution of the Preliminary Official Statement in the marketing of the Series 2016 Bonds. The Pricing Officer is authorized to “deem final” the Preliminary Official Statement as of its date (except for the omission of pricing and related information) within the meaning and for the purposes of paragraph (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended. The Pricing Officer is hereby further authorized and directed to use and distribute or authorize the use and distribution of, a final official statement and any addenda, supplement or amendment thereto (the “Official Statement”). The use thereof by the Underwriters in the public offering and sale of the Series 2016 Bonds is hereby authorized and approved. The Chairman of the Board is hereby authorized and directed to execute and the Pricing Officer to deliver the Official Statement to the Underwriters in number and in accordance with the terms of the respective Purchase Agreements.

1.12 Approval of Investments. The investment of funds held under the Master Indenture and Supplemental Indentures in connection with the Series 2016 Bonds is hereby approved and each of the Authorized Representatives of the Authority is hereby severally authorized to complete arrangements for the investment of such funds in a guaranteed investment contract (“GIC”), a fully collateralized repurchase agreement or such other investments as such Authorized Representative may approve and as are permitted under the Master Indenture and Supplemental Indentures and the Authority’s Investment Policy.

1.13 Approval of GIC Broker and Third Party Financial Institution. Each of the Authorized Representatives of the Authority is hereby authorized to select a GIC Broker, if any, and/or a third party financial institution or securities dealer to hold the pledged securities associated with a GIC or repurchase agreement, if any.

1.14 Bond Counsel. The delivery of the Series 2016 Bonds is subject to the Underwriters being furnished a final opinion of Bracewell LLP, Austin, Texas, Bond Counsel to the Authority, approving the Series 2016 Bonds as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Series 2016 Bonds. A true and correct reproduction of said

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opinion is hereby authorized to be printed on or accompany the definitive printed obligations.

1.15 Execution and Delivery of Other Documents. The Pricing Officer and all of the officers of the Authority are each hereby severally authorized to execute, attest, affix the Authority’s seal to and deliver such other agreements, commitments, assignments, bonds, certificates, contracts, documents, instruments, releases, financing statements, letters of instruction, notices of acceptance, written requests and other documents, whether or not mentioned herein, as may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution, the Master Indenture, the Supplemental Indentures and the Purchase Agreements.

1.16 Power to Revise Form of Documents. Notwithstanding any other provision of this Resolution and prior to the approval of the Series 2016 Bonds by the Attorney General, the Pricing Officer, each of the Authorized Representatives of the Authority and/or Bond Counsel are hereby severally authorized to make or approve such revisions in the form of the documents attached hereto as exhibits as, in the judgment of such person, may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution, such approval to be evidenced by the execution of such documents by an Authorized Representative of the Authority.

1.17 Reimbursement. The Authority reasonably expects to reimburse capital expenditures with respect to the Projects with proceeds of the Series 2016 Bonds and this Resolution shall constitute a declaration of official intent under Treas.Reg. § 1.150-2. The maximum principal amount of obligations expected to be issued for the Projects is $110,000,000.

1.18 Exhibits Incorporated Herein. All of the terms and provisions of each of the documents listed below as an exhibit shall be and are hereby incorporated into and made a part of this Resolution for all purposes:

Exhibit A Master Trust IndentureExhibit B First Supplemental IndentureExhibit C Second Supplemental Indenture

2. APPROVAL AND RATIFICATION OF CERTAIN ACTIONS; FURTHERPROCEDURES

2.1 Approval of Submission to the Attorney General of Texas. The Board herebyauthorizes the Authority’s Bond Counsel to submit to the Attorney General, for his approval, a transcript of the legal proceedings relating to the issuance, sale and delivery of the Series 2016 Bonds.

2.2 Certification of the Minutes and Records. Any officer of the Authority is hereby authorized to certify and authenticate minutes and other records on behalf of the Authority for the issuance of the Series 2016 Bonds and for all other Authority activities.

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2.3 Ratifying Other Actions. All prior actions taken by the Executive Director, any Board member, officer or agent of the Authority in connection with the issuance of the Series 2016 Bonds, including the engagement of any necessary rating agencies, are hereby ratified and confirmed.

2.4 Further Procedures. Each Authorized Representative shall be and is hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the seal of the Authority and on behalf of the Authority all agreements, instruments, or such other documents, whether mentioned herein or not, as may be necessary or desirable in order to carry out the terms and provisions of this Resolution, the Master Indenture, the Supplemental Indentures and the initial sale and delivery of the Series 2016 Bonds. In addition, prior to the initial delivery of the Series 2016 Bonds, the Chair of the Board, the Executive Director of the Authority and the Authority’s Bond Counsel are each hereby authorized and directed to approve any technical changes or corrections to this Resolution or to any of the instruments authorized and approved by this Resolution: (i) in order to cure any technical ambiguity, formal defect, or omission in the Resolution or such other document; or (ii) as requested by the Attorney General or his representative to obtain the approval of the Series 2016 Bonds by the Attorney General and, if such officer or counsel determines that such ministerial changes are consistent with the intent and purpose of the Resolution, such determination shall be final. In the event that any officer of the Authority whose signature shall appear on any document shall cease to be such officer before the delivery of such document, such signature nevertheless shall be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery.

2.5 Authority to Invest Funds. Each Authorized Representative of the Authority is hereby severally authorized to undertake all appropriate actions required under the Master Indenture and the Supplemental Indenture with respect to the investment of the proceeds of the Series 2016 Bonds.

2.6 Federal Tax Considerations. In addition to any other authority provided under this Resolution, the Pricing Officer is hereby further expressly authorized, acting for and on behalf of the Authority, to determine for each series of Series 2016Bonds whether such bonds will be issued as taxable bonds or tax-exempt bonds for federal income tax purposes and to make all appropriate elections under the Internal Revenue Code of 1986, as amended. The Pricing Officer is hereby further expressly authorized and empowered from time to time and at any time to perform all such acts and things deemed necessary or desirable and to execute and deliver any agreements, certificates, documents or other instruments, whether or not herein mentioned, to carry out the terms and provisions of this Resolution, the Mater Indenture or the Supplemental Indentures, including but not limited to, the preparation and making of any filings with the Internal Revenue Service.

3. GENERAL PROVISIONS

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3.1 Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Master Indenture or the Supplemental Indentures.

3.2 Notice of Meeting. The Board hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter of this Resolution were discussed, considered and formally acted upon, all as required by Chapter 551, Texas Government Code, as amended.

3.3 Effective Date. This Resolution shall be in full force and effect from and upon its adoption.

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Signature page for the Resolution for the Alamo Regional Mobility Authority Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 and Alamo Regional Mobility Authority Junior

Lien Vehicle Registration Fee Revenue Bonds, Series 2016#5086877.7 S-1

ADOPTED, PASSED AND APPROVED by the Board of Directors of the Alamo Regional Mobility Authority on the ______ day of _______________ 2016.

_______________________________________ChairBoard of Directors

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EXHIBIT A

MASTER TRUST INDENTURE

SEE TAB __

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EXHIBIT B

FIRST SUPPLEMENTAL INDENTURE

SEE TAB __

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EXHIBIT C

SECOND SUPPLEMENTAL INDENTURE

SEE TAB __

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By and Between


and

_____________________________, as Trustee

Dated ______________, 2016

SECURING ALAMO REGIONAL MOBILITY AUTHORITY VEHICLE REGISTRATION FEE REVENUE BONDS AS MAY BE ISSUED FROM TIME TO TIME

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TABLE OF CONTENTS

ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions..........................................................................................................3Section 1.02. Authority for This Master Indenture................................................................13Section 1.03. Recitals, Table of Contents, Titles and Headings ............................................13Section 1.04. Interpretation....................................................................................................13

ARTICLE II.

GRANTING CLAUSES

Section 2.01. Granting Clauses..............................................................................................14Section 2.02. Time of Pledge; Delivery of Trust Estate ........................................................16Section 2.03. Limited Obligations of Authority ....................................................................16Section 2.04. Declaration.......................................................................................................17

ARTICLE III.

AUTHORIZATION OF OBLIGATIONS AND CREDIT AGREEMENTS

Section 3.01. Authorization of Obligations ...........................................................................18Section 3.02. Provisions for Issuance of Obligations ............................................................18Section 3.03. Additional Senior Lien Parity Obligations ......................................................19Section 3.04. Additional Junior Lien Parity Obligations.......................................................19Section 3.05. Subordinate Lien Parity Obligations................................................................20Section 3.06. Declaration.......................................................................................................20Section 3.07. Credit Agreements ...........................................................................................20Section 3.08. Short-Term Obligations ...................................................................................21

ARTICLE IV.

FUNDS AND ACCOUNTS; FLOW OF FUNDS

Section 4.01. Creation of Funds.............................................................................................22Section 4.02. Pledged Revenue Fund and Flow of Funds .....................................................23Section 4.03. Senior Lien Debt Service Fund........................................................................26Section 4.04. Senior Lien Debt Service Reserve Fund..........................................................27Section 4.05. Junior Lien Debt Service Fund ........................................................................29Section 4.06. Junior Lien Debt Service Reserve Fund ..........................................................29Section 4.07. Subordinate Lien Debt Service Fund...............................................................31Section 4.08. Subordinate Lien Debt Service Reserve Fund .................................................31Section 4.09. Redemption Fund.............................................................................................33Section 4.10. VRF General Fund...........................................................................................33Section 4.11. Rebate Fund .....................................................................................................34

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ARTICLE V.

COVENANTS OF THE AUTHORITY

Section 5.01. Payment of Obligations and Performance of Obligations ...............................35Section 5.02. Recordation and Execution of Security Instruments .......................................35Section 5.03. Title; Encumbrance of Trust Estate .................................................................35Section 5.04. Trust Estate Not Otherwise Encumbered.........................................................35Section 5.05. Collection of Pledged Vehicle Fee Revenues..................................................35Section 5.06. Amendment of Funding Agreement ................................................................36

ARTICLE VI.

DEFAULT AND REMEDIES

Section 6.01. Events of Default .............................................................................................37Section 6.02. Notices .............................................................................................................37Section 6.03. Notice of Default..............................................................................................37Section 6.04. Remedies in General ........................................................................................37Section 6.05. Appointment of Receivers ...............................................................................37Section 6.06. Trustee May Act Without Possession of Obligations ......................................38Section 6.07. Trustee as Attorney in Fact ..............................................................................38Section 6.08. Remedies Not Exclusive ..................................................................................38Section 6.09. Limitation on Suits...........................................................................................38Section 6.10. Right of Owners of the Obligations to Direct Proceedings .............................39Section 6.11. Restoration of Rights and Remedies................................................................39Section 6.12. Waiver of Stay or Extension Laws ..................................................................39Section 6.13. Delay or Omission Not Waiver........................................................................40Section 6.14. No Right of Acceleration .................................................................................40

ARTICLE VII.

DISCHARGE

Section 7.01. Discharge by Payment .....................................................................................41Section 7.02. Discharge by Deposit .......................................................................................41

ARTICLE VIII.

THE TRUSTEE

Section 8.01. Acceptance of Trustee......................................................................................43Section 8.02. Reliance by Trustee..........................................................................................46Section 8.03. Certificate of the Authority as Proof................................................................46Section 8.04. Trustee May Own Obligations.........................................................................47Section 8.05. Compensation of Trustee .................................................................................47Section 8.06. Removal of Trustee..........................................................................................47Section 8.07. Resignation of Trustee .....................................................................................47Section 8.08. Appointment of Successor Trustee ..................................................................47Section 8.09. Powers of Successor Trustee ...........................................................................48

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Section 8.10. Merger, Conversion or Consolidation of Trustee ............................................48Section 8.11. Funds Transfer .................................................................................................49

ARTICLE IX.

SUPPLEMENTAL SECURITY

ARTICLE X.

SUPPLEMENTAL INDENTURES

Section 10.01. General Provisions Concerning Supplemental Indentures ..............................51Section 10.02. Supplemental Indentures Not Requiring Consent of Owners of the

Obligations.......................................................................................................51Section 10.03. Supplemental Indentures Requiring Consent of Owners of the

Obligations.......................................................................................................53Section 10.04. Consents...........................................................................................................54

ARTICLE XI.

INVESTMENT OF MONEYS AND SECURITY FOR DEPOSITS

Section 11.01. Investment of Moneys......................................................................................55Section 11.02. Valuation and Sale of Investments ..................................................................55Section 11.03. Payment for Authorized Investments and Trust Receipts................................55Section 11.04. Transfer of Investments ...................................................................................56Section 11.05. Security for Deposits........................................................................................56Section 11.06. Third Party Custodian May Hold Funds..........................................................56Section 11.07. Investments Affecting Tax-Exempt Status ......................................................56

ARTICLE XII.

GENERAL PROVISIONS

Section 12.01. Proof of Execution of Writings and Ownership ..............................................57Section 12.02. Benefits of the Indenture..................................................................................57Section 12.03. No Individual Liability ....................................................................................57Section 12.04. Notice...............................................................................................................57Section 12.05. Governing Law ................................................................................................58Section 12.06. Severability ......................................................................................................58Section 12.07. Successors and Assigns....................................................................................58Section 12.08. Execution in Several Counterparts...................................................................58

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THIS MASTER TRUST INDENTURE, dated as of the _____ day of ___________, 2016(this “Master Indenture”), is made by and between the ALAMO REGIONAL MOBILITY AUTHORITY, a body politic and corporate and political subdivision of the State of Texas organized under Chapter 370, Texas Transportation Code (the “Authority”), and ______________________, a ________________ (together with any successor trustee hereunder, the “Trustee”).

W I T N E S S E T H

WHEREAS, the Authority is a regional mobility authority created pursuant to the request of Bexar County, Texas (the “County”), and operating pursuant to Chapter 370 of the Texas Transportation Code (the “Act”) and is a body politic and corporate and political subdivision of the State of Texas; and

WHEREAS, Section 502.402 of the Texas Transportation Code (the “Authorizing Law”)authorizes certain counties, including the County, to impose an additional motor vehicle registration fee, not to exceed $10.00, for vehicles registered in such county to be used for long-term transportation projects; and

WHEREAS, on August 29, 2013, the Commissioners Court of the County ordered theadoption and imposition of an additional motor vehicle registration fee for vehicles registered in the County of $10.00 per registered vehicle ( the “Optional Vehicle Registration Fee”) pursuant to and in accordance with the Authorizing Law (the “Order”); and


WHEREAS, the County and the Authority have entered into that certain Funding Agreement for Transportation Projects, effective as of April 29, 2014 (the “FundingAgreement”), to authorize the acquisition, construction, operation and maintenance of transportation projects consistent with Section 7-a, Article VIII, Texas Constitution (the “Projects”), and to authorize the pledge and expenditure of all amounts collected under the Optional Vehicle Registration Fee to any Obligations (as defined herein) issued by the Authority to finance the Projects; and

WHEREAS, the Projects shall consist of long-term transportation projects in the County that are consistent with the purposes of Section 7-a, Article VIII, Texas Constitution as required by the Authorizing Law and that are “transportation projects” under the Act; and

WHEREAS, the Authority, pursuant to the Authorizing Law and the Funding Agreement, shall pledge and use the Pledged Vehicle Fee Revenues (as defined herein) to pay (i) Debt Service (as defined herein) of any Obligations issued under the terms of this Master Indenture, (ii) Costs of Issuance (as defined herein) of any Obligations issued under the terms of this Master Indenture, and (iii) such other amounts required to be transferred and paid in accordance with the terms of this Master Indenture and any Supplemental Indenture (as defined herein); and

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WHEREAS, the Authority has determined to enter into this Master Indenture to provide for the issuance from time to time of Obligations and the execution and delivery of credit agreements in connection therewith for the purpose of financing all or a portion of the cost of the acquisition, construction, improvement, extension or expansion of one or more Projects and paying the expenses of issuing such Obligations; and

NOW, THEREFORE, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance, or provision, as applicable, of the Obligations by the Owners thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority and the Trustee do hereby mutually covenant and agree, for the equal and proportionate benefit of the respective Owners, from time to time of the Obligations, as follows:

[END OF RECITALS]

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ARTICLE I.

DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise, the following terms shall have the respective meanings specified below for all purposes of this Master Indenture:

“Act” shall mean Chapter 370 of the Texas Transportation Code, as amended from time to time.

“Additional Junior Lien Bonds” shall mean any Obligation (which is not a Credit Agreement and other than the Series 2016 Junior Lien Bonds) issued in accordance with Section 3.04 of this Master Indenture and a Supplemental Indenture that is secured by a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations.

“Additional Senior Lien Bonds” shall mean any Obligation (which is not a Credit Agreement and other than the Series 2016 Senior Lien Bonds) issued in accordance with Section 3.03 of this Master Indenture and a Supplemental Indenture that is secured by a first lien on and pledge of the Trust Estate.

“Amortized Value” shall mean, with respect to an Eligible Investment, the value of such Eligible Investment calculated by dividing the total premium or discount at which such Eligible Investment was acquired (exclusive of accrued interest other than accrued interest paid in connection with the acquisition of such Eligible Investment and not yet recovered) by the number of days remaining to the maturity of such Eligible Investment at the time of its acquisition and multiplying the amount so calculated by the number of days since such acquisition and deducting or adding, as the case may be, the product thus obtained to the par value of such Eligible Investment.

“Annual Debt Service” means for any annual period (any fiscal year or any other twelve(12) consecutive calendar month period out of the 18 month period immediately preceding the month in which the Supplemental Indenture authorizing any Bonds is adopted) with respect to all Bonds or to all Senior Lien Bonds, Junior Lien Bonds or Subordinate Lien Bonds, respectively, an amount equal to the sum of (i) all interest on such Bonds that is due during such period, plus (ii) the net amount (which may be negative) of (x) any amounts paid or payable by the Authority for such annual period with respect to any Credit Agreements applicable to such Bonds, minus (y) amounts paid or payable to the Authority in such annual period with respect to any Credit Agreements applicable to such Bonds, subject to the application of the assumptions set forth in the clauses below, plus (iii) that portion of the Principal Installment or Installments of suchBonds that is due during such period, as limited and calculated in the following manner:

(a) Except as modified below, for any twelve (12) consecutive calendar month period, whether or not such period constitutes the Authority’s current fiscal year or any future Authority fiscal year, the aggregate amount of interest on and Principal

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Installment of the Bonds, that was paid or mandatorily redeemed or is scheduled to accrue and be paid or mandatorily redeemed during such twelve (12) consecutive month period; and

(b) As to any annual period prior to the date of any calculation, such requirements shall be calculated solely on the basis of Bonds which were Outstanding as of the first (1st) day of such period; and as to any future year such requirements shall be calculated solely on the basis of Bonds Outstanding as of the date of calculation;

(c) With respect to any Bonds or proposed Bonds, the interest on which fluctuates from time to time and cannot be ascertained at the time of calculation, the calculation of interest shall be based on (i) the most recently completed twenty-four (24) month period or the period such Bonds have been Outstanding or (ii) in the event suchBonds were being issued on the date of calculation, the interest rate shall be estimated by the Authority’s Financial Advisor to be either the (x) average rate of interest such Bonds will bear during the period of calculation or (y) a fixed rate of interest assuming suchBonds are refinanced over a period corresponding to the useful life of the improvements financed with the proceeds of such Bonds.

(d) If any of the Bonds constitute Balloon Obligations or Short-Term Obligations, then such amounts shall be treated as if such Bonds are to be amortized in substantially equal annual installments of principal and interest, over the useful life of the improvements financed with the proceeds of such Balloon Obligations or Short-Term Obligations as calculated by, and set forth in, a certificate of the Authority’s Financial Advisor; provided, anything to the contrary herein notwithstanding, during the annual period preceding the date of a put feature or other similar term-out feature if designated in the Supplemental Indenture authorizing a Series of Balloon Obligations or the final maturity date of such Balloon Obligations, as the case may be, and, in the case of Short- Term Obligations in each annual period, it shall be assumed that the principal amount thereof will be refunded through the issuance of Long-Term Obligations and shall be amortized in such a manner that the Annual Debt Service in any twelve month period shall not exceed 125% of the minimum Annual Debt Service requirements for any other twelve month period, and shall be assumed to bear interest at a fixed interest rate estimated by the Authority’ s Financial Advisor or underwriter to be the average rate of interest for a series of Long-Term Obligations issued to accomplish such refunding if issued on such terms on the date of such estimate; and

(e) Notwithstanding the foregoing, (i) all amounts that are deposited to the credit of any applicable Debt Service Fund or Debt Service Reserve Fund, from original proceeds from the sale of any Bonds, from Supplemental Security for such Bonds or from any other lawfully available funds, (ii) any collateral postings under a Credit Agreement for the benefit of the Authority and termination or similar payments under a Credit Agreement deposited to an account within this Master Indenture or any Supplemental Indenture; and (iii) all amounts that have been or are expected to be realized as interest and investment earnings on amounts on deposit in any applicable Debt Service Fund (other than those amounts that are to be deposited into the Rebate Fund pursuant to Section 4.11 of this Master Indenture) and that, in each case, are used or are scheduled to

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be used to pay interest on or Principal Installments of Bonds during any annual period, shall be deemed to reduce Annual Debt Service for any such annual period to the extent thereof; and the amount of such deposits shall be excluded from and shall not constitute Annual Debt Service for any such annual period.

“Authority” shall mean the Alamo Regional Mobility Authority, or its legal successors.

“Authorized Representative” shall mean the Executive Director of the Authority, or any other officer of the Authority designated to perform a specified act, to sign a specified document or to act generally on behalf of the Authority as specified in a Letter of Instructions.

“Authorizing Law’’ shall have the meaning assigned to such term in the recitals of this Master Indenture.

“Balloon Obligations” shall mean Long-Term Obligations of a particular issue or Series of Obligations of which 25% or more of the principal matures in the same annual period and is not required by the documents pursuant to which such Obligations were issued to be amortized by payment or redemption prior to that annual period; provided, however, that any such Obligations will not constitute Balloon Obligations and will be assumed to amortize in accordance with their stated terms if the documents authorizing a Series of Obligations specifies that the Long-Term Obligations of a particular issue or Series are not to be treated as Balloon Obligations. Long-Term Obligations that include a put feature or other similar term-out feature may be treated as Balloon Obligations maturing in the year of the put or other date triggering a term-out or stepped interest rate if such Obligations are designated as Balloon Obligations in the Supplemental Resolution authorizing such Long-Term Obligations.

“Bankruptcy Related Event” shall have the meaning given to such term in the applicable Supplemental Indenture authorizing an Obligation or a Series of Obligations described in Section 3.03(b) hereof.

“Board” shall mean the Board of Directors of the Authority.

“Bonds” shall mean, collectively, the Senior Lien Bonds, the Junior Lien Bonds and the Subordinate Lien Bonds.

“Bond Counsel” shall mean Bracewell LLP, or such other nationally recognized bond counsel firm engaged by the Authority.

“Bond Resolution” shall mean any resolution adopted by the Authority from time to time authorizing the adoption of a Supplemental Indenture for the issuance of Obligations.

“Business Day” shall mean any day which is not a Saturday, Sunday, a day on which banking institutions in the city where the corporate trust office of the Trustee is located, which is initially ______________, Texas, are authorized by law or executive order to close, or a legal holiday.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations

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promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code and (d) the regulations promulgated under the provisions described in (b) and (c).

“Construction Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Construction Period” means, for any Project, the period commencing on the date construction begins and ending on the date construction is completed.

“Costs of Issuance” means costs to the extent incurred in connection with, and allocable to, the issuance of Obligations within the meaning of section 147(g) of the Code. For example, Costs of Issuance include the following costs, but only to the extent incurred in connection with, and allocable to, the borrowing: underwriters’ spread; counsel fees; financial advisory fees; fees paid to an organization to evaluate the credit quality of an issue; trustee fees; paying agent fees; bond registrar, certification and authentication fees; accounting fees; printing costs for bonds and offering documents; public approval process costs; engineering and feasibility study costs; guarantee fees, other than qualified guarantees; securities depository charges; and similar costs.

“Counsel’s Opinion” shall mean a written opinion signed by an attorney or firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds (who may also be Bond Counsel) selected by the Authority.

“County” shall mean Bexar County, Texas.

“Credit Agreement” shall mean a loan agreement, revolving credit agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance contract, commitment to purchase obligations, purchase or sale agreement, interest rate management agreement, or other commitment or agreement authorized by the Board in anticipation of, related to, or in connection with the authorization, issuance, sale, resale, security, exchange, payment, purchase, remarketing, or redemption of some or all of the Authority’s obligations or interest on such obligations, or both, or as otherwise authorized by Chapter 1371 of the Texas Government Code, as amended.

“Credit Agreement Payment Obligation” means the obligation of the Authority pursuant to a Credit Agreement to make payments to a counterparty under a Credit Agreement and secured as set forth in the Supplemental Indenture authorizing such Credit Agreement. The term does not include collateral postings, termination payments or similar payments and does not include fees or expenses under the Credit Agreement.

“Debt Service” shall mean the Principal Installments and interest on the applicable Obligations.

“Debt Service Funds” shall mean, collectively, the Senior Lien Debt Service Fund, the Junior Lien Debt Service Fund and the Subordinate Lien Debt Service Fund.

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“Debt Service Reserve Funds” shall mean, collectively, the Senior Lien Debt Service Reserve Fund, the Junior Lien Debt Service Reserve Fund and the Subordinate Lien Debt Service Reserve Fund.

“Electronic Means” shall mean the following communications methods: S.W.I.F.T., e- mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee or another electronic communication method or system specified by the Trustee as available for use in connectionwith its services hereunder.

“Eligible Investments” shall mean any investments which the Authority is permitted to make under the laws of the State of Texas, including the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended, and the Authority’s then current investment policy.

“Event of Default” shall mean any Event of Default described in Section 6.01 of this Master Indenture.

“Fair Market Value” shall mean as of any particular time:

(a) as to Eligible Investments the bid and asked prices of which are published on a regular basis in a financial journal or publication of general circulation in the United States of America, the bid price for such Eligible Investments so published on or most recently prior to the date of valuation by the Trustee, or

(b) as to Eligible Investments the bid and asked prices of which are not published on a regular basis in a financial journal or publication of general circulation in the United States of America, the average bid price on such Eligible Investments as of thedate of valuation by the Trustee, as reported to the Trustee by any two nationally recognized dealers (in the opinion of the Trustee) in such Eligible Investments.

“Financial Advisor” shall mean Estrada Hinojosa & Company, Inc. or. any subsequent financial advisor as selected by the Authority.

“Fund” shall mean any one or more, as the case may be, of the separate special funds created and established or required to be maintained by the Trustee or the Authority pursuant to this Master Indenture or any Supplemental Indenture.

“Funding Agreement” shall mean that certain “Funding Agreement for Transportation Projects” effective as of April 29, 2014 entered into between the Authority and the County, as the same may be amended or supplemented from time to time in accordance with the terms thereof.

“Government Obligations” shall mean direct obligations of, or obligations the principal of and interest on which are guaranteed by the full faith and credit of, the United States of America.

“Indenture” shall mean this Master Indenture, as the same may be amended or supplemented from time to time in accordance with the terms hereof.

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“Instructions” shall have the meaning set forth in Section 8.01(q) hereof.

“Insurer” shall mean any provider of (i) a Reserve Fund Surety Policy, or (ii) a municipal bond insurance policy which secures any Obligations issued hereunder, as specified in a Supplemental Indenture.

“Interest Payment Date” shall mean, when used in connection with any Obligation, the interest payment dates specified in the applicable Supplemental Indenture.

“Junior Debt Service Accounts” shall have the meaning assigned to such term in Section 4.05 of this Master Indenture.

“Junior Lien Bonds” shall mean the Series 2016 Junior Lien Bonds, together with any Additional Junior Lien Bonds.

“Junior Lien Debt Service Fund” shall mean the Fund so designated and created pursuant to Article IV of this Master Indenture.

“Junior Lien Debt Service Reserve Fund” shall mean the Fund so designated and created pursuant to Article IV of this Master Indenture.

“Junior Lien Parity Obligations” shall mean, collectively, (i) the Junior Lien Bonds, and (ii) any Credit Agreements entered into pursuant to Section 3.07 hereof in connection with any Junior Lien Bonds, which Credit Agreements are secured by a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations; provided, however, that any amounts payable by the Authority as termination payments (or similar payments) under such Credit Agreement shall, if secured by a pledge of and lien on the Trust Estate, be secured by a pledge of and lien on the Trust Estate on a subordinate basis to the Junior Lien Parity Obligations.

“Junior Reserve Accounts” shall have the meaning assigned to such term in Section 4.06of this Master Indenture.

“Letter of Instructions” shall mean a written directive and authorization to the Trustee executed by an Authorized Representative of the Authority.

“Long-Term Obligations” shall mean all Obligations that are not Short-Term Obligations.

“Mandatory Sinking Fund Redemption Installment” shall mean, as of any particular date of calculation and with respect to any Series of Obligations, the amount of money to be applied to the mandatory redemption (including any mandatory redemption premium, if any) of Obligations in any fiscal year prior to maturity pursuant to this Master Indenture or any Supplemental Indenture, as such Mandatory Sinking Fund Redemption Installment shall have been previously reduced by the principal amount of any Obligations of such Series of the same maturity with respect to which such Mandatory Sinking Fund Redemption Installment is payable which are purchased or redeemed by the Trustee in accordance with the provisions of this Master

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Indenture or of any Supplemental Indenture, other than pursuant to a scheduled Mandatory Sinking Fund Redemption Installment redemption or purchase.

“Mandatory Sinking Fund Redemption Installment Payment Date,” when used in connection with any Series of Obligations, shall mean the date or dates of each year in which a Mandatory Sinking Fund Redemption Installment is scheduled to be paid, as specified in the Supplemental Indenture authorizing such Obligations.

“Master Indenture” shall mean this Master Trust Indenture.

“Obligation” or “Obligations” shall mean all indebtedness of the Authority, secured bythe Trust Estate, incurred or assumed by the Authority for borrowed money (including indebtedness arising under a Credit Agreement or a Reserve Fund Surety Policy) and all other financing obligations of the Authority secured by the Trust Estate that, in accordance with generally acceptable accounting principles applicable to governmental entities, are included as a liability on a balance sheet for the Authority’s books and records, including, any bonds, notes, loan agreements, certificates or other obligations, as the case may be, authenticated and deliveredunder and pursuant to this Master Indenture as Senior Lien Parity Obligations, Junior Lien Parity Obligations or Subordinate Lien Parity Obligations. For the purpose of determining the “Obligations” payable from the Pledged Vehicle Fee Revenues, any Obligations which are no longer Outstanding shall be excluded.

“Optional Vehicle Registration Fee” shall mean the additional motor vehicle registration fee authorized by the Authorizing Law and the Order in the amount of $10.00 per registered vehicle registered in the County.

“Order” shall have the meaning assigned to such term in the recitals to this Master Indenture.

“Outstanding” when used with reference to any Obligations, shall mean, as of a particular date, all Obligations theretofore and thereupon delivered except: (a) any Obligations canceled by or on behalf of the Authority at or before said date, (b) any Obligations defeased or no longer considered Outstanding pursuant to the provisions of the Indenture or otherwise defeased as permitted by applicable law, and (c) any such Obligations in lieu of or in substitution for which another Obligation shall have been delivered pursuant to this Master Indenture or any Supplemental Indenture.

“Owner” or “Registered Owner”, shall mean (i) with respect to Senior Lien Parity Obligations, each Person who is a registered owner or obligee of a Senior Lien Parity Obligation, as shown on the registration books for Senior Lien Parity Obligations kept by the Trustee; (ii) with respect to Junior Lien Parity Obligations, each Person who is a registered owner or obligee of a Junior Lien Parity Obligation, as shown on the registration books for Junior Lien Parity Obligations kept by the Trustee; and (iii) with respect to Subordinate Lien Parity Obligations, each Person who is a registered owner or obligee of a Subordinate Lien Parity Obligation, as shown on the registration books for Subordinate Lien Parity Obligations kept by the Trustee.

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“Paying Agent” shall mean the Trustee, unless a different Person is designated in aSupplemental Indenture as the Paying Agent for the Obligations authorized by such Supplemental Indenture.

“Person” shall mean any individual, public or private corporation, district, authority, municipality, political subdivision or other agency or entity of the State or the United States of America, and any incorporated city, town or village, whether operating under general or special law or under its home rule charter, and any partnership, association, firm, trust, estate, or any other entity whatsoever.

“Pledged Revenue Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Pledged Vehicle Fee Revenues” shall mean 100% of the funds collected by the County and the State from the levy of the Optional Vehicle Registration Fee, pursuant to applicable law, without deduction, offset, or credit for any administrative charges or expenses incurred by the County or the Authority in connection with the levy and collection of the Optional Vehicle Registration Fee, and payable to the Authority pursuant to the Funding Agreement.

“Principal Installment” means, as of any particular date of computation and with respect to any Bonds of a particular Series, an amount of money equal to the aggregate of (a) the principal amount of Outstanding Bonds of said Series which mature on a single future date, reduced by the aggregate principal amount of such Outstanding Bonds of such Series which would at or before said future date be retired as a result of Mandatory Sinking Fund Redemption Installments applied in accordance with the Indenture plus (b) the amount of any Mandatory Sinking Fund Redemption Installment payable on said future date for the retirement of any Outstanding Bonds of said Series.

“Principal Installment Payment Date,” when used in connection with any Series of Obligations, shall mean the date or dates of each year in which principal is scheduled to be paid, as specified in the Supplemental Indenture authorizing such Obligations.

“Projects” shall have the meaning given to such term in the recitals to this Master Indenture.

“Rating Agency” shall mean, as of any particular date, any one or more nationally- recognized credit rating agencies whose ratings are then in effect with respect to any Series of Outstanding Obligations and whose ratings are provided at the request of the Authority.

“Rebate Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Redemption Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Register” or “Bond Register” shall mean the books of registration kept by the Trustee in which are maintained the names and addresses of, and the principal amounts of the Obligations registered to, each Owner.

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“Regulations” means the applicable proposed, temporary or final Treasury Regulations promulgated under the Code or, to the extent applicable to the Code, under the Internal Revenue Code of 1954, as such regulations may be amended or supplemented from time to time.

“Reserve Fund Surety Policy” shall mean an (i) insurance policy or a (ii) Credit Agreement, in a principal amount equal to the portion of the Reserve Requirement(s) to be satisfied and issued by a financial institution or insurance company with a rating, at the time of delivery of such Reserve Fund Surety Policy to the Trustee, for its long-term senior unsecured debt or claims paying ability in one of the two highest letter categories by at least one nationally recognized statistical rating organization identified as such by the U.S. Securities and Exchange Commission.

“Reserve Requirement” shall be computed separately upon the issuance of a particular Series of Bonds and shall be the amount, if any, specified for such Bonds in the related Supplemental Indenture or, if not so specified, $-0-.

“Senior Debt Service Accounts” shall have the meaning assigned to such term in Section 4.03 of this Master Indenture.

“Senior Lien Bonds” shall mean the Series 2016 Senior Lien Bonds, together with any Additional Senior Lien Bonds.

“Senior Lien Debt Service Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Senior Lien Debt Service Reserve Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Senior Lien Parity Obligations” shall mean, collectively, (i) the Senior Lien Bonds, and (ii) any Credit Agreements entered into pursuant to Section 3.07 hereof in connection with any Senior Lien Bonds, which Credit Agreements are secured by a first lien on and pledge of the Trust Estate; provided, however, any amounts payable by the Authority as termination payments (or similar payments) under such a Credit Agreement shall, if secured by a pledge of and lien on the Trust Estate, be secured by a pledge of and lien on the Trust Estate on a subordinate basis to the Senior Lien Parity Obligations.

“Senior Reserve Accounts” shall have the meaning assigned to such terms in Section 4.04of this Master Indenture.

“Series” shall mean all of the Obligations authenticated and delivered pursuant to this Master Indenture and any Supplemental Indenture authorizing the issuance of such Obligations as a separate Series of Obligations or any Obligations thereafter authenticated and delivered in lieu of or in substitution for such Obligations.

“Series 2016 Junior Lien Bonds” shall mean the “Alamo Regional Mobility Authority Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016” authorized by a Bond Resolution adopted by the Board on March 24, 2016 and secured by a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the

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Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations, pursuant to this Master Indenture and a Second Supplemental Trust Indenture dated as of ___________ 1, 2016, between the Authority and the Trustee.

“Series 2016 Senior Lien Bonds” shall mean the “Alamo Regional Mobility Authority Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016” authorized by a Bond Resolution adopted by the Board on March 24, 2016 and secured by a first lien on and pledge of the Trust Estate pursuant to this Master Indenture and a First Supplemental Trust Indenture dated as of ___________ 1, 2016, between the Authority and the Trustee.

“Short-Term Obligations” shall mean all Obligations that mature in less than 365 days and are issued as Short-Term Obligations pursuant to Article III of this Master Indenture. In the event a line of credit has been extended or the Authority has undertaken a commercial paper program, direct purchase note program, or similar program, only amounts actually borrowed under such line of credit or program and repayable in less than 365 days shall be considered Short-Term Obligations, and the full amount of such facility, commitment or program shall not be treated as Short-Term Obligations to the extent that such facility, commitment or program remains available but undrawn.

“State” shall mean the State of Texas.

“Subordinate Debt Service Accounts” shall have the meaning assigned to such term in Section 4.07 of this Master Indenture.

“Subordinate Lien Bonds” shall mean any Obligation (which is not a Credit Agreement) issued in accordance with Section 3.05 of this Master Indenture and a Supplemental Indenture that is secured by a pledge of and lien on the Trust Estate that is inferior and subordinate to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations and the Junior Lien Parity Obligations.

“Subordinate Lien Debt Service Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Subordinate Lien Debt Service Reserve Fund” shall mean the fund so designated and created pursuant to Article IV of this Master Indenture.

“Subordinate Lien Parity Obligations” shall mean, collectively, (i) the Subordinate Lien Bonds, and (ii) any Credit Agreements entered into in connection with any Subordinate Lien Bonds, which Credit Agreements are secured by a pledge of and lien on the Trust Estate that is inferior and subordinate to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations and the Junior Lien Parity Obligations; provided, however, any amounts payable by the Authority as termination payments (or similar payments) under such a Credit Agreement shall, if secured by a pledge of and lien on the Trust Estate, be secured by a pledge of and lien on the Trust Estate on a subordinate basis to the Subordinate Lien Parity Obligations.

“Subordinate Reserve Accounts” shall have the meaning assigned to such term in Section 4.08 of this Master Indenture.

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“Supplemental Indenture” shall mean any supplemental indenture entered into between the Authority and the Trustee which authorizes the issuance of Obligations under this Master Indenture or any amendments or modifications hereto.

“Supplemental Security” shall mean (i) any credit enhancement for specified Obligations and (ii) any funds received by or obligations payable to the Authority, other than the Pledged Vehicle Fee Revenues, which the Authority chooses to include as security for specified Obligations pursuant to a Supplemental Indenture, as provided in Article IX of this Master Indenture.

“Transfer Date” shall have the meaning given to such term in Section 4.02 of this Master Indenture.

“Trust Estate” shall have the meaning given to such term in Section 2.01 of this Master Indenture.

“Trustee” shall mean ________________________ and its successors in trust under the Indenture.

“VRF General Fund” means the fund so designated and created pursuant to Article IV of this Master Indenture and held by the Authority.

Section 1.02. Authority for This Master Indenture. This Master Indenture is authorized, executed and delivered pursuant to the provisions of the Act.

Section 1.03. Recitals, Table of Contents, Titles and Headings. The terms and phrases used in the recitals of this Master Indenture have been included for convenience of reference only and the meaning, construction and interpretation of such words and phrases for purposes of this Master Indenture shall be determined solely by reference to Section 1.01 hereof. The table of contents, titles and headings of the articles and sections of this Master Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Master Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise.

Section 1.04. Interpretation. Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. This Master Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of this Master Indenture and the Obligations.

[END OF ARTICLE I]

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ARTICLE II.

GRANTING CLAUSES

Section 2.01. Granting Clauses. In order to secure the payment of all Obligations as the same are issued or incurred and become due and payable, and the performance and observance of all of the covenants and conditions herein contained, and in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance, or provision, as applicable, of the Obligations by the Owners, or providers, as applicable, thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Authority does hereby GRANT, BARGAIN, CONVEY, ASSIGN and PLEDGE to the Trustee and its successors in trust hereunder, subject to the provisions of this Master Indentureand any Supplemental Indenture, all of the Authority’s right, title and interest in and to the following described properties and interests, direct or indirect, whether now owned or hereafter acquired (collectively, the “Trust Estate”):

(a) All Pledged Vehicle Fee Revenues (subject to the requirements for transfers of such revenues to the Rebate Fund and to pay certain fees and expenses in accordance with clauses (i) and (ii) of Section 4.02(b) hereof);

(b) All moneys, including investment earnings, deposited into Funds or accounts created in Section 4.01 of this Master Indenture or in a Supplemental Indenture, to be held by or on behalf of the Trustee, subject to the provisions of this Master Indenture and any such Supplemental Indenture relating to each of such Funds and accounts (but excluding moneys on deposit in the Rebate Fund and the VRF General Fund);

(c) Any Supplemental Security; and

(d) Any and all property of every kind and nature (including without limitation, cash, obligations or securities) which may from time to time hereafter be conveyed, assigned, hypothecated, endorsed, pledged, mortgaged, granted, or delivered to or deposited with, the Trustee as additional security hereunder by the Authority, or anyone on behalf of the Authority, or which pursuant to any of the provisions hereof may come into the possession or control of the Trustee as security hereunder, or of a receiver lawfully appointed hereunder, all of which property the Trustee is authorized to receive, hold and apply according to the terms hereof;

FIRST: for the equal and proportionate benefit and security of all Senior Lien Parity Obligations, all of which, regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank without preference, priority or distinction as to lien or otherwise of any Senior Lien Parity Obligation over any other Senior Lien Parity Obligation, except as otherwise permitted by or provided for in this Master Indenture or in a Supplemental Indenture; provided, that any funds held by the Trustee for the payment of specific Senior Lien Parity Obligations which are deemed to have been paid pursuant to the provisions of Article VII of this Master Indenture and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for

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specified Senior Lien Parity Obligations shall be held and used only to pay or provide security for the Senior Lien Parity Obligations for which such deposit was made and shall not be held as security on a parity for any other Senior Lien Parity Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest on, or maturity amount of, and other payments with respect to the Senior Lien Parity Obligations and for the purposes and uses and in the order of priority set forth herein prior to the payment of the principal of, and interest on, or maturity amount of, and other payments with respect to the Junior Lien Parity Obligations and the Subordinate Lien Parity Obligations;

SECOND: subject to the security interest in the Trust Estate pledged for the security and payment of the Senior Lien Parity Obligations, for the equal and proportionate benefit and security of all Junior Lien Parity Obligations, all of which, regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank without preference, priority or distinction as to lien or otherwise of any Junior Lien Parity Obligation over any other Junior Lien Parity Obligation, except as otherwise permitted by or provided for in this Master Indenture or in a Supplemental Indenture; provided, that any funds held by the Trustee for the payment of specific Junior Lien Parity Obligations that are deemed to have been paid pursuant to the provisions of Article VII of this Master Indenture and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for specified Junior Lien Parity Obligations shall be held and used only to pay or provide security for the Junior Lien Parity Obligations for which such deposit was made and shall not be held as security on a parity for any other Junior Lien Parity Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest on, or maturity amount of, and other payments with respect to the Junior Lien Parity Obligations and for the purposes and uses and in the order of priority set forth herein subordinate to the payment of the Senior Lien Parity Obligations but prior to the payment of the principal of, and interest on, or maturity amount of, and other payments with respect to the Subordinate Lien Parity Obligations; and

THIRD: subject to the security interest in the Trust Estate pledged for the security and payment of the Senior Lien Parity Obligations and the Junior Lien Parity Obligations, for the equal and proportionate benefit and security of all Subordinate Lien Parity Obligations, all of which, regardless of the time or times of their delivery, maturity or other due date, shall be of equal rank without preference, priority or distinction as to lien or otherwise of any Subordinate Lien Parity Obligation over any other Subordinate Lien Parity Obligation, except as otherwise permitted by or provided for in this Master Indenture or in a Supplemental Indenture; provided, that any funds held by the Trustee for the payment of specific Subordinate Lien Parity Obligations that are deemed to have been paid pursuant to the provisions of Article VII of this Master Indenture and any funds deposited with the Trustee hereunder specifically to be held in escrow or otherwise to provide additional security or an additional source of payment for specified Subordinate Lien Parity Obligations shall be held and used only to pay or provide security for the Subordinate Lien Parity Obligations for which such deposit was made and shall not be held as security on a parity for any other Subordinate Lien Parity Obligations; and provided further, that the Trustee shall apply the Trust Estate hereunder to the payment of the principal of, and interest on, or maturity amount of, and other payments with respect to the Subordinate Lien Parity Obligations and for the purposes and uses and in the order of priority set

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forth herein subordinate to the payment of the Senior Lien Parity Obligations and the Junior Lien Parity Obligations.

TO HAVE AND TO HOLD all the same, with all rights and privileges appurtenant thereto, unto the Trustee and its successors in trust forever;

IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth, for the equal and proportionate benefit and security of the Owners, or providers, as applicable, from time to time, of the Obligations secured and to be secured hereunder, or any of them, without preference, priority or distinction as to lien or otherwise of any Obligation over any other Obligation, except as otherwise expressly provided in this Master Indenture or a Supplemental Indenture;

PROVIDED, HOWEVER, that if the Authority, its successors or assigns, shall well and truly pay, or cause to be paid, all amounts due or to become due on the Obligations, at the times and in the manner provided therein, according to the true intent and meaning thereof, and shall cause the payments to be made into the Funds maintained hereunder in the amounts required by this Master Indenture and the applicable Supplemental Indentures, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the amount due or to become due thereon, or an amount sufficient to provide for the payment thereof, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then this Master Indenture and the rights and liens hereby granted shall cease, terminate and be void; otherwise this Master Indenture is to be and shall remain in full force and effect.

Section 2.02. Time of Pledge; Delivery of Trust Estate. The grant, conveyance, assignment, mortgage and pledge of the Trust Estate, including the Pledged Vehicle Fee Revenues, pursuant to the provisions of this Master Indenture shall be effective from and after the payment for and delivery of the Series 2016 Bonds. Nothing in the Indenture shall create an obligation on the part of the Authority to physically deliver the Trust Estate to the Trustee except as expressly provided in this Master Indenture.

Section 2.03. Limited Obligations of Authority. The Obligations shall be special limited obligations of the Authority payable solely from the Trust Estate. The Obligations shall constitute a valid claim of the respective Owners thereof against such Trust Estate, which is pledged to secure the payment of the principal amount of and interest on the Obligations, whether at maturity or upon prior redemption, and which shall be utilized for no other purpose, except as expressly authorized in this Master Indenture or any Supplemental Indenture. The Obligations shall never constitute general obligations of the Authority and under no circumstances shall the Obligations ever be payable from, nor shall the Owner thereof have any rightful claim to, any income, revenues, funds or assets of the Authority other than those pledged hereunder as security for the payment of the Obligations.

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Section 2.04. Declaration. It is hereby expressly declared that the Trust Estate hereby pledged is to be applied, disbursed, dealt with and disposed of under, upon and subject to the terms, conditions, covenants, agreements, uses and purposes set forth in this Master Indentureand any Supplemental Indenture.

[END OF ARTICLE II]

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ARTICLE III.

AUTHORIZATION OF OBLIGATIONS AND CREDIT AGREEMENTS

Section 3.01. Authorization of Obligations. (a) This Master Indenture provides for and authorizes the issuance, from time to time pursuant to this Master Indenture and one or more Supplemental Indentures, of Obligations of the Authority and creates a continuing pledge and lien to secure the full and final payment of the principal amount or maturity amount, as applicable, of and interest on, all the Obligations. The aggregate principal amount or maturity amount, as applicable, of the Obligations which may be executed, authenticated and delivered under this Master Indenture is not limited, except as may be provided hereafter in this Master Indenture or as may be limited hereafter by the Act.

(b) The Obligations may be authorized from time to time by the Authority pursuant to one or more Supplemental Indentures which shall specify the dates, denominations, principal amounts, interest rates, maturities, redemption provisions, forms of bonds, priority of security therefore (and describe such priority as “Senior,” “Junior”or “Subordinate” as appropriate), Reserve Requirements, if any, manner of payment, provision for execution and authentication, application of proceeds and all other terms and provisions of the Obligations not otherwise provided herein.

Section 3.02. Provisions for Issuance of Obligations. All (but not less than all) of the initial Obligations of each Series shall be executed by the Authority for issuance under this Master Indenture and delivered to the Trustee and thereupon shall be authenticated by the Trustee and by it delivered to the Authority or upon its order, but only upon the receipt by the Trustee of:

(a) a certified copy of the Bond Resolution authorizing the issuance of such Obligations;

(b) a Counsel’s Opinion of Bond Counsel to the effect that (A) the Obligations of such Series have been duly and validly authorized and issued in accordance with the Act, as amended to the date of such Counsel’s Opinion, and in accordance with the Indenture; (B) the Obligations of such Series are valid and binding limited obligations of the Authority as provided in the Indenture, are enforceable in accordance with their terms; provided, however, that such Counsel’s Opinion may takeexception for limitations imposed by or resulting from bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors’ rights generally, and except that such enforceability is subject to general principles of equity and the exercise of judicial discretion (regardless of whether such enforceability is considered in a proceeding in law or at equity);

(c) a copy of the applicable Supplemental Indenture authorizing the issuance of the specific Series of such Obligations, executed by an Authorized Representative of the Authority;

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(d) a Letter of Instructions with respect to the authentication and delivery of such Series of Obligations; provided, that such Letter of Instructions may include or may be in the form of a closing memorandum signed by an Authorized Representative;

(e) a certificate of an Authorized Representative of the Authority to the effect that the Authority (A) is in compliance with the requirements of Article V of this Master Indenture that are applicable to the Obligations of such Series, if any, and (B) is not, at the time of issuance of the Obligations of such Series, committing an Event of Default under the Indenture;

(f) if such Series of Obligations are being issued to refund any Outstanding Obligations, the identity, redemption date and redemption price of the Obligations to be refunded, which may be specified in a Letter of Instructions or the applicable Supplemental Indenture;

(g) the amount of the respective Reserve Requirement(s), if any, relating to each particular Series of Obligations as such amount may have been modified based upon the issuance of such Series of Obligations, which may be specified in a Letter of Instructions or the applicable Supplemental Indenture; and

(h) such additional documents as may be reasonably requested by Bond Counsel or the Trustee in connection with the issuance of the Obligations.

Section 3.03. Additional Senior Lien Parity Obligations. (a) The Authority reserves the right to issue, from time to time and for any lawful purpose (including the refunding of anyOutstanding Bonds), one or more Series of Additional Senior Lien Bonds (including any corresponding Credit Agreements) payable from and secured by a first lien on and pledge of the Trust Estate, on parity with the Series 2016 Senior Lien Bonds and any other Series of Outstanding Senior Lien Bonds; provided, however, that such issuance of additional Senior Lien Parity Obligations may only be issued in accordance with the terms of this Master Indenture andthe Supplemental Indenture(s) which authorized any Obligations which are Outstanding at the time of such subsequent issuance. Such additional Senior Lien Parity Obligations may be further secured by any other source of payment lawfully available for such purposes, including, without limitation, any Supplemental Security.

(b) Springing Senior Lien Obligations. Notwithstanding the foregoing and without complying with any of the provisions of this Section 3.03, Section 3.02 or Section 3.05, the Authority may, from time to time, issue and deliver to the United States Department of Transportation or a successor agency a Junior Lien Parity Obligation or a Subordinate Lien Parity Obligation that, upon the occurrence of a Bankruptcy Related Event that shall not have been cured, vacated, discharged or stayed within sixty (60) daysafter the occurrence thereof, will be deemed to be and will automatically become a Senior Lien Parity Obligation in accordance with the provisions of the Supplemental Indenture authorizing such Junior Lien Parity Obligation or Subordinate Lien Parity Obligation.

Section 3.04. Additional Junior Lien Parity Obligations. The Authority reserves the right to issue, from time to time and for any lawful purpose (including the refunding of any

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Outstanding Bonds), one or more Series of Additional Junior Lien Bonds (including any corresponding Credit Agreements) payable from and secured by a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations, and on parity with the Series 2016 Junior Lien Bonds and any other Series of Outstanding Junior Lien Bonds; provided, however, that such issuance of additional Junior Lien Parity Obligations may only be issued in accordance with the terms of this Master Indenture and the Supplemental Indenture(s) which authorized any Obligations which are Outstanding at the time of such subsequent issuance. Such additional Junior Lien Parity Obligations may be further secured by any other source of payment lawfully available for such purposes, including, without limitation, any Supplemental Security.

Section 3.05. Subordinate Lien Parity Obligations. The Authority reserves the right to issue, from time to time and for any lawful purpose, Subordinate Lien Parity Obligations secured by a pledge of and lien on the Trust Estate that is inferior and subordinate to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations and the Junior Lien ParityObligations. Such Subordinate Lien Parity Obligations may be further secured by any other source of payment lawfully available for such purpose, including, without limitation, any Supplemental Security, and shall be issued pursuant to a Supplemental Indenture which sets forth the terms of such Subordinate Lien Parity Obligations. The Authority reserves the right to establish such other Funds and accounts as may be necessary for the issuance of such Subordinate Lien Parity Obligations as provided in the Bond Resolution(s) and Supplemental Indenture(s) authorizing such Subordinate Lien Parity Obligations.

Section 3.06. Declaration. It is hereby expressly declared that all revenues, receipts, moneys and other properties hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, covenants, agreements, uses and purposes set forth in this Master Indenture and any Supplemental Indentures.

Section 3.07. Credit Agreements. If authorized by a Supplemental Indenture, the Authority may enter into one or more Credit Agreements in connection with the issuance of any Series of Obligations. To the extent the Authority enters into any Credit Agreement with respect to a Series of Obligations, the Authority may elect to have its Credit Agreement Payment Obligations thereunder issued on parity with the applicable Obligations; provided, that the Authority (i) authorizes the execution of such Credit Agreement and specifies whether the Credit Agreement Payment Obligations with respect thereto shall be secured by a pledge of and lien on the Trust Estate on a parity with such Obligations in a Supplemental Indenture; (ii) obtains a Counsel’s Opinion to the effect that the Credit Agreement is permitted by State law and will not have an adverse effect on the exclusion from gross income of interest on any Outstanding Obligations for federal income tax purposes; (iii) provides a certificate of an Authorized Representative to the effect that, as of the date of issuance of such Credit Agreement, the Authority is not committing an Event of Default under the Indenture, and that the Credit Agreement is in compliance with any policies of the Authority with respect to Credit Agreements; and (iv) to the extent required by applicable law, submits the proceedings of the Credit Agreement to the Texas Attorney General and the Texas Attorney General approves such proceedings.

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Section 3.08. Short-Term Obligations. The Authority reserves the right to issue, from time to time, one or more series of Obligations as Short-Term Obligations; provided, however, that no such Short-Term Obligations may be issued as Senior Lien Bonds, Junior Lien Bonds or Subordinate Lien Bonds without satisfying the applicable provisions of Section 3.03, 3.04 or 3.05, as applicable.

[END OF ARTICLE III]

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ARTICLE IV.

FUNDS AND ACCOUNTS; FLOW OF FUNDS

Section 4.01. Creation of Funds. (a) In addition to any other funds and accounts created by Supplemental Indentures, there are hereby created the following Funds:

(A) Pledged Revenue Fund;

(B) Senior Lien Debt Service Fund;

(C) Senior Lien Debt Service Reserve Fund;

(D) Junior Lien Debt Service Fund;

(E) Junior Lien Debt Service Reserve Fund;

(F) Subordinate Lien Debt Service Fund;

(G) Subordinate Lien Debt Service Reserve Fund;

(H) Redemption Fund;

(I) Construction Fund;

(J) Rebate Fund; and

(K) VRF General Fund.

All of such Funds (except for the VRF General Fund) shall be established with, held and maintained by the Trustee. The VRF General Fund shall be established with, held and maintained by the Authority. Amounts held at any time by the Trustee in any of the Funds and accounts established and created pursuant to this Section (other than the VRF General Fund and the Rebate Fund which are not part of the Trust Estate) shall be held in trust for the Owners separate and apart from all other funds of the Trustee and shall be disbursed, allocated and applied solely for the purposes and in the manner provided herein and the applicable Supplemental Indenture. The Rebate Fund shall be held by the Trustee, and the VRF General Fund shall be held by the Authority, in each case, free and clear of any lien created by the Indenture. The Authority reserves the right to establish, pursuant to a Supplemental Indenture, one or more additional Funds or accounts for such purposes as the Authority may determine from time to time for all purposes authorized under the Indenture.

(b) Obligation proceeds, along with any other available revenues of the Authority, may be deposited into the Construction Fund and may be used to pay or reimburse costs associated with the applicable Projects; provided, however, that as set forth in a Letter of Instructions, any funds in excess of costs associated with the applicable Projects may be transferred into the Senior Lien Debt Service Fund, Junior

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Lien Debt Service Fund or Subordinate Lien Debt Service Fund, as applicable, and indicated in such Letter of Instructions.

Section 4.02. Pledged Revenue Fund and Flow of Funds.

(a) All revenues collected from the Optional Vehicle Registration Fee shall be deposited as received by the Authority or the Trustee into the Pledged Revenue Fund and shall constitute Pledged Vehicle Fee Revenues for any and all purposes of the Indenture, subject to the terms thereof. ·

(b) As long as any Obligations remain Outstanding, amounts on deposit in the Pledged Revenue Fund shall be applied to make deposits in the following amounts, manner and priority on or before the [fifth Business Day] immediately prior to the first day of each calendar month (each, a “Transfer Date”):

(i) First, to the Rebate Fund, such amounts as may be authorized or required by this Master Indenture or any Supplemental Indenture.

(ii) Second, to the payment of any fees and expenses of the Trustee, the Paying Agent, the Rebate Analyst, a dissemination agent under a continuing disclosure agreement or a Rating Agency, including any fees and expenses payable by the Authority in connection with obtaining a Counsel’s Opinion or in preparing a Supplemental Indenture.

(iii) Third, to the Senior Lien Debt Service Fund, taking into account any money already on deposit in such Senior Lien Debt Service Fund for the Senior Lien Bonds:

(1) approximately one-sixth (1/6) of the interest coming due on the Senior Lien Bonds (or, if the first Interest Payment Date for such Bonds is less than six months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund an amount sufficient to total the interest payable on the Senior Lien Bonds in equal monthly installments) on the next succeeding Interest Payment Date established for the SeniorLien Bonds;

(2) approximately one-twelfth (1/12) of the principal due on the Senior Lien Bonds on the next Principal Installment Payment Date that is within 12 months (or, if the first Principal Installment Payment Date for such Bonds is less than twelve months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund sufficient to total the principal payable on the Senior Lien Bonds in equal monthly installments);

(3) if a Mandatory Sinking Fund Redemption Installment is due on the Senior Lien Bonds within the next succeeding 12 months, approximately one-twelfth (1/12) of the Mandatory Sinking Fund Redemption Installment falling due on the next succeeding Mandatory

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Sinking Fund Redemption Installment Payment Date; and

(4) the amount, if any, payable by the Authority under a Credit Agreement secured on a parity with the Senior Lien Bonds (other than payments for fees and expenses) accruing in such month or that will accrue through a payment date that will occur prior to the next Transfer Date; provided, that such amounts shall be included in the calculation ofthe monthly deposit only to the extent such amounts are required to be paid in addition to the amounts described in clauses (1) through (3) above.

In calculating the monthly deposit to the Senior Lien Debt Service Fund, such monthly deposits shall be adjusted, as appropriate, to reflect the frequency of Interest Payment Dates, Principal Installment Payment Dates and Mandatory Sinking Fund Redemption Installment Payment Dates applicable to each Series of Senior Lien Bonds as may be specified in a Supplemental Indenture. Further, on or before each Transfer Date, the Trustee shall make up any deficiencies in deposits on prior Transfer Dates from funds on deposit in the Pledged Revenue Fund.

(iv) Fourth, to the Senior Lien Debt Service Reserve Fund, all amounts, if any, required by the provisions of Section 4.04(a) of this Master Indenture and any applicable Supplemental Indenture to attain the respective Reserve Requirement(s) for each applicable Series of Senior Lien Bonds with respect to each account created therein, after taking into account any amounts on deposit therein.

(v) Fifth, to the Junior Lien Debt Service Fund, taking into account any money already on deposit in such Junior Lien Debt Service Fund for the Junior Lien Bonds:

(1) approximately one-sixth (1/6) of the interest coming due on the Junior Lien Bonds (or, if the first Interest Payment Date for suchBonds is less than six months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund an amount sufficient to total the interest payable on the Junior Lien Bonds in equal monthly installments) on the next succeeding Interest Payment Date established for the Junior Lien Bonds;

(2) approximately one-twelfth (1/12) of the principal due on the Junior Lien Bonds on the next Principal Installment Payment Date that is within 12 months (or, if the first Principal Installment Payment Date for such Bonds is less than twelve months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund sufficient to total the principal payable on the Junior Lien Bonds in equal monthly installments);

(3) if a Mandatory Sinking Fund Redemption Installment is due on the Junior Lien Bonds within the next succeeding 12 months,

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approximately one-twelfth (1/12) of the Mandatory Sinking Fund Redemption Installment falling due on the next succeeding Mandatory Sinking Fund Redemption Installment Payment Date; and

(4) the amount, if any, payable by the Authority under a Credit Agreement secured on a parity with the Junior Lien Bonds (other than payments for fees and expenses) accruing in such month or that will accrue through a payment date that will occur prior to the next Transfer Date; provided, that such amounts shall be included in the calculation of the monthly deposit only to the extent such amounts are required to be paid in addition to the amounts described in clauses (1) through (3) above.

In calculating the monthly deposit to the Junior Lien Debt Service Fund, such monthly deposits shall be adjusted, as appropriate, to reflect the frequency of Interest Payment Dates, Principal Installment Payment Dates and Mandatory Sinking Fund Redemption Installment Payment Dates applicable to each Series of Junior Lien Bonds as may be specified in a Supplemental Indenture. Further, on or before each Transfer Date, the Trustee shall make up any deficiencies in deposits on prior Transfer Dates from funds on deposit in the Pledged Revenue Fund.

(vi) Sixth, to the Junior Lien Debt Service Reserve Fund, all amounts, if any, required by the provisions of Section 4.06(a) of this Master Indenture and any applicable Supplemental Indenture to attain the respective Reserve Requirement(s) for each applicable Series of Junior Lien Bonds with respect to each account created therein, after taking into account any amounts on deposit therein.

(vii) Seventh, to the Subordinate Lien Debt Service Fund, taking into account any money already on deposit in such Subordinate Lien Debt Service Fund for the Subordinate Lien Bonds:

(1) approximately one-sixth (1/6) of the interest coming due on the Subordinate Lien Bonds (or, if the first Interest Payment Date for such Bonds is less than six months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund an amount sufficient to total the interest payable on the Subordinate Lien Bonds in equal monthly installments) on the next succeeding Interest Payment Date established for the Subordinate Lien Bonds;

(2) approximately one-twelfth (1/12) of the principal due on the Subordinate Lien Bonds on the next Principal Installment Payment Date that is within 12 months (or, if the first Principal Installment Payment Date for such Bonds is less than twelve months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund sufficient to total the principal payable on the Subordinate Lien Bonds in equal monthly installments);

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(3) if a Mandatory Sinking Fund Redemption Installment is due on the Subordinate Lien Bonds within the next succeeding 12 months, approximately one-twelfth (1/12) of the Mandatory Sinking Fund Redemption Installment falling due on the next succeeding Mandatory Sinking Fund Redemption Installment Payment Date; and

(4) the amount, if any, payable by the Authority under a Credit Agreement secured on a parity with the Subordinate Lien Bonds (other than payments for fees and expenses) accruing in such month or that will accrue through a payment date that will occur prior to the next Transfer Date; provided, that such amounts shall be included in the calculation of the monthly deposit only to the extent such amounts are required to be paid in addition to the amounts described in clauses (1) through (3) above.

In calculating the monthly deposit to the Subordinate Lien Debt Service Fund, such monthly deposits shall be adjusted, as appropriate, to reflect the frequency of Interest Payment Dates, Principal Installment Payment Dates and Mandatory Sinking Fund Redemption Installment Payment Dates applicable to each Series of Subordinate Lien Bonds as may be specified in a Supplemental Indenture. Further, on or before each Transfer Date, the Trustee shall make up any deficiencies in deposits on prior Transfer Dates from funds on deposit in the Pledged Revenue Fund.

(viii) Eighth, to the Subordinate Lien Debt Service Reserve Fund, all amounts, if any, required by the provisions of Section 4.08(a) of this Master Indenture and the applicable Supplemental Indenture to attain the respective Reserve Requirement(s) for each applicable Series of Subordinate Lien Bondswith respect to each account created therein, after taking into account any amounts on deposit therein;

(ix) Ninth, as specified in a Supplemental Indenture, to any other fund or account at the times and in the amounts specified in such Supplemental Indenture; and

(x) Thereafter, after the deposits required by Sections 4.02(b)(i) through (ix) have been made or provided for, any remaining Pledged Vehicle Fee Revenues shall be remitted by the Trustee to the Authority and deposited by the Authority in the VRF General Fund, for use by the Authority in accordance with Section 4.10(a) hereof.

Section 4.03. Senior Lien Debt Service Fund. Money in the Senior Lien Debt Service Fund shall be held in trust by the Trustee. Within the Senior Lien Debt Service Fund, one or more accounts or subaccounts may be created pursuant to the Supplemental Indentures for any Series of Senior Lien Bonds (“Senior Debt Service Accounts” or such other term as further designated in the Supplemental Indentures). To the extent applicable, the Authority or the Trustee shall deposit or cause to be deposited into the Senior Lien Debt Service Fund (i) amounts paid to the Authority as pre-issuance accrued interest on the Senior Lien Bonds, (ii) Senior Lien

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Bond proceeds used to pay capitalized interest on the Senior Lien Bonds, (iii) transfers from the Pledged Revenue Fund as provided in Section 4.02(b)(iii) hereof, and (iv) transfers from the Senior Lien Debt Service Reserve Fund as provided in Section 4.04 hereof. In addition to the foregoing, the Authority may also deposit into the Senior Lien Debt Service Fund, or any Senior Debt Service Account therein, amounts that represent Supplemental Security for a Series of Senior Lien Bonds or such other amounts determined by the Authority from any lawfully available source. The Trustee shall transfer on each Interest Payment Date and each Principal Installment Payment Date to the Paying Agent such amounts in the Senior Lien Debt Service Fund to pay Principal Installments and interest on the Senior Lien Bonds as the same becomes due. To the extent applicable, the Trustee shall make all such transfers such that the Authority shall be in compliance with the guidelines of The Depository Trust Company, as amended from time to time.

Section 4.04. Senior Lien Debt Service Reserve Fund. (a) Within the Senior Lien Debt Service Reserve Fund, one or more accounts or subaccounts may be created pursuant to the Supplemental Indentures for any Series of Senior Lien Bonds (the “Senior Reserve Accounts”).The Senior Reserve Accounts shall constitute trust funds which shall be held in trust for only the Owners of such particular Series of Senior Lien Bonds to which they are pledged. The amounts in the Senior Reserve Accounts shall be pledged only to the payment of the Series of Senior Lien Bonds to which such Senior Reserve Account relates. The Authority reserves the right to issue Additional Senior Lien Bonds which are not secured by a Senior Reserve Account; provided,that the Authority may create a separate account within the Senior Lien Debt Service Reserve Fund for the benefit of any such Series of Senior Lien Bonds, the proceeds of which account (other than the interest income thereon, which may be transferred to the Pledged Revenue Fund) shall be pledged only to the payment of such Series.

Money in the Senior Lien Debt Service Reserve Fund shall be held in trust by the Trustee. The Senior Lien Debt Service Reserve Fund shall initially be funded as provided in the Supplemental Indentures.

(A) If at any time any Senior Reserve Account in the Senior Lien Debt Service Reserve Fund contains an amount less than the applicable Reserve Requirement, the Trustee shall make the monthly deposits required in Section 4.02(b)(iv) hereof in equal monthly installments, on a pro rata basis into each Senior Reserve Account of the Senior Lien Debt Service Reserve Fund the amount required to attain the applicable Reserve Requirement(s) for the particular Series of Senior Lien Bonds within eighteen (18) months of the occurrence of any such deficiency. So long as any Senior Reserve Account in the Senior Lien Debt Service Reserve Fund contains an amount less than the applicable Reserve Requirement, all interest and income earned from the investment of amounts therein shall be credited to such Senior Reserve Account until the applicable Reserve Requirement is again attained.

(B) So long as each Senior Reserve Account within the Senior Lien Debt Service Reserve Fund contains amounts at least equal to the applicable Reserve Requirement, all earnings on the Senior Lien Debt Service Reserve Fund and monies in excess of the Reserve Requirement for a particular Series of Senior

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Lien Bonds shall be transferred and deposited, as collected, pursuant to a Letter of Instructions (which may be in the form of standing instructions) into (i) the Senior Lien Debt Service Fund, (ii) the Construction Fund during the Construction Period, or (iii) any other Fund or account established by this Master Indenture or any Supplemental Indenture; provided, that the transfer of funds permitted by clause (iii) (other than a transfer of such funds to the Rebate Fund) shall be subject to the Authority’s receipt of a Counsel’s Opinion to the effect that such application of funds will not adversely effect the exclusion from gross income of interest on any Outstanding Senior Lien Bonds for federal income tax purposes.

(C) Amounts deposited in each Senior Reserve Account within the Senior Lien Debt Service Reserve Fund (i) shall be used to pay interest on or Principal Installments of the Senior Lien Bonds to which such Senior Reserve Account relates when sufficient funds are not available for such purpose in the Senior Lien Debt Service Fund or (ii) subject to Section 7.02 hereof, may be applied toward the payment of interest on or Principal Installments of Senior Lien Bonds to which such Senior Reserve Account relates in connection with the refunding or redemption of such Senior Lien Bonds or (iii) shall be used to pay, or provide for the payment of, the final Principal Installment of the Senior Lien Bonds to which such Senior Reserve Account relates, or (iv) may be used to pay amounts due in connection with Reserve Fund Surety Policies as provided in Section 4.04(b)hereof.

(b) The Authority expressly reserves the right at any time to satisfy all or part of the Reserve Requirement(s) by obtaining for the benefit of the Senior Lien Debt Service Reserve Fund one or more Reserve Fund Surety Policies and depositing such policies with the Trustee. In the event the Authority elects to substitute at any time a Reserve Fund Surety Policy for any funded amounts in the Senior Lien Debt Service Reserve Fund, it may direct the Trustee in writing to apply any Bond proceeds thereby released, to the greatest extent permitted by law, to any purposes for which the Senior Lien Bonds were issued and any other funds thereby released to any purposes for which such funds may lawfully be used, including the payment of Debt Service on the Senior Lien Bonds. The premium for any Reserve Fund Surety Policy shall be paid from Bond proceeds or other funds of the Authority lawfully available for such purpose. Any Reserve Fund Surety Policy shall be authorized by a resolution adopted by the Board and delivered to the Trustee. All amounts deposited in or required to be deposited in the Senior Lien Debt Service Reserve Fund may be used to pay obligations incurred to providers of Reserve Fund Surety Policies, including amounts advanced thereunder, interest on such advances and related costs and expenses. A Supplemental Indenture may permit the Reserve Requirement for the particular Series of Senior Lien Bonds it authorizes to be satisfied by (i) the use of a Reserve Fund Surety Policy, (ii) a cash deposit or (iii) a combination of both a Reserve Fund Surety Policy and cash deposit.

(c) In connection with any optional redemption and/or defeasance of any portion of a particular Series of Senior Lien Bonds and subject to Section 7.02 hereof, the Authority shall direct its Financial Advisor to determine the Reserve Requirement for such particular Series of Senior Lien Bonds based on such redemption and/or defeasance.

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Any funds on deposit in the Senior Lien Debt Service Reserve Fund which are no longer required to satisfy the applicable Reserve Requirement, after taking into account such redemption and/or defeasance, shall be withdrawn from the Senior Lien Debt Service Reserve Fund and deposited into the applicable redemption or defeasance account and used to repay the Series of Senior Lien Bonds being redeemed or defeased.

Section 4.05. Junior Lien Debt Service Fund. Money in the Junior Lien Debt Service Fund shall be held in trust by the Trustee. Within the Junior Lien Debt Service Fund, one or more accounts or subaccounts may be created pursuant to the Supplemental Indentures for any Series of Junior Lien Bonds (“Junior Debt Service Accounts” or such other term as further designated in the Supplemental Indentures). To the extent applicable, the Authority or the Trustee shall deposit or cause to be deposited into the Junior Lien Debt Service Fund (i) amounts paid to the Authority as pre-issuance accrued interest on the Junior Lien Bonds, (ii) Junior Lien Bond proceeds used to pay capitalized interest on the Junior Lien Bonds, (iii) transfers from the Pledged Revenue Fund as provided in Section 4.02(b)(v) hereof, and (iv) transfers from the Junior Lien Debt Service Reserve Fund as provided in Section 4.06 hereof. In addition to the foregoing, the Authority may also deposit into the Junior Lien Debt Service Fund, or any Junior Debt Service Account therein, amounts that represent Supplemental Security for a Series of Junior Lien Bonds or such other amounts determined by the Authority from any lawfully available source. The Trustee shall transfer on each Interest Payment Date and each Principal Installment Payment Date to the Paying Agent such amounts in the Junior Lien Debt Service Fund to pay Principal Installments and interest on the Junior Lien Bonds as the same becomes due. The Trustee shall make all such transfers such that the Authority shall be in compliance with the guidelines of The Depository Trust Company, as amended from time to time.

Section 4.06. Junior Lien Debt Service Reserve Fund. (a) Within the Junior Lien Debt Service Reserve Fund, one or more accounts or subaccounts may be created pursuant to the Supplemental Indentures for any Series of Junior Lien Bonds (the “Junior Reserve Accounts”). The Junior Reserve Accounts shall constitute trust funds which shall be held in trust for only the Owners of such particular Series of Junior Lien Bonds to which they are pledged. The amounts in the Junior Reserve Accounts shall be pledged only to the payment of the Series of Junior Lien Bonds to which such Junior Reserve Account relates. The Authority reserves the right to issue Additional Junior Lien Bonds which are not secured by a Junior Reserve Account; provided, that the Authority may create a separate account within the Junior Lien Debt Service Reserve Fund for the benefit of any such Series of Junior Lien Bonds, the proceeds of which account (other than the interest income thereon, which may be transferred to the Pledged Revenue Fund) shall be pledged only to the payment of such Series.

Money in the Junior Lien Debt Service Reserve Fund shall be held in trust by the Trustee. The Junior Lien Debt Service Reserve Fund shall initially be funded as provided in the Supplemental Indentures.

(A) If at any time any Junior Reserve Account in the Junior Lien Debt Service Reserve Fund contains an amount less than the applicable Reserve Requirement, the Trustee shall make the monthly deposits required in Section 4.02(b)(vi) hereof in equal monthly deposits, on a pro rata basis into each Junior Reserve Account of the Junior Lien Debt Service Reserve Fund the amount required to attain the

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applicable Reserve Requirement(s) for the particular Series of Junior Lien Bondswithin eighteen (18) months of the occurrence of any such deficiency. So long as any Junior Reserve Account in the Junior Lien Debt Service Reserve Fund contains an amount less than the applicable Reserve Requirement, all interest and income earned from the investment of amounts therein shall be credited to such Junior Reserve Account until the applicable Reserve Requirement is again attained.

(B) So long as each Junior Reserve Account within the Junior Lien Debt Service Reserve Fund contains amounts at least equal to the applicable Reserve Requirement, all earnings on the Junior Lien Debt Service Reserve Fund and monies in excess of the Reserve Requirement for a particular Series of JuniorLien Bonds shall be transferred and deposited, as collected, pursuant to a Letter of Instructions (which may be in the form of standing instructions) into (i) the Junior Lien Debt Service Fund, (ii) the Construction Fund during the Construction Period, or (iii) any other Fund or account established by this Master Indenture or any Supplemental Indenture; provided, that the transfer of funds permitted by clause (iii) (other than a transfer of such funds to the Rebate Fund) shall be subject to the Authority’s receipt of a Counsel’s Opinion to the effect that such application of funds will not adversely effect the exclusion from gross income of interest on any Outstanding Junior Lien Bonds for federal income tax purposes.

(C) Amounts deposited in each Junior Reserve Account within the Junior Lien Debt Service Reserve Fund (i) shall be used to pay interest on or Principal Installments of the Junior Lien Bonds to which such Junior Reserve Account relates when sufficient funds are not available for such purpose in the Junior Lien Debt Service Fund or (ii) subject to Section 7.02 hereof, may be applied toward the payment of interest on or Principal Installments of Junior Lien Bonds to which such Junior Reserve Account relates in connection with the refunding or redemption of such Junior Lien Bonds or (iii) shall be used to pay, or provide for the payment of, the final Principal Installment of the Junior Lien Bonds to whichsuch Junior Reserve Account relates, or (iv) may be used to pay amounts due in connection with Reserve Fund Surety Policies as provided in Section 4.06(b)hereof.

(b) The Authority expressly reserves the right at any time to satisfy all or part of the Reserve Requirement(s) by obtaining for the benefit of the Junior Lien Debt Service Reserve Fund one or more Reserve Fund Surety Policies and depositing such policies with the Trustee. In the event the Authority elects to substitute at any time a Reserve Fund Surety Policy for any funded amounts in the Junior Lien Debt Service Reserve Fund, it may direct the Trustee in writing to apply any Bond proceeds thereby released, to the greatest extent permitted by law, to any purposes for which the Junior Lien Bonds were issued and any other funds thereby released to any purposes for which such funds may lawfully be used, including the payment of Debt Service on the Junior Lien Bonds. The premium for any Reserve Fund Surety Policy shall be paid from Bond proceeds or other funds of the Authority lawfully available for such purpose. Any Reserve Fund Surety Policy shall be authorized by a resolution adopted by the Board and

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delivered to the Trustee. All amounts deposited in or required to be deposited in the Junior Lien Debt Service Reserve Fund may be used to pay obligations incurred to providers of Reserve Fund Surety Policies, including amounts advanced thereunder, interest on such advances and related costs and expenses. A Supplemental Indenture may permit the Reserve Requirement for the particular Series of Junior Lien Bonds it authorizes to be satisfied by (i) the use of a Reserve Fund Surety Policy, (ii) a cash deposit or (iii) a combination of both a Reserve Fund Surety Policy and cash deposit.

(c) In connection with any optional redemption and/or defeasance of any portion of a particular Series of Junior Lien Bonds and subject to Section 7.02 hereof, the Authority shall direct its Financial Advisor to determine the Reserve Requirement for such particular Series of Junior Lien Bonds based on such redemption and/or defeasance. Any funds on deposit in the Junior Lien Debt Service Reserve Fund which are no longer required to satisfy the applicable Reserve Requirement, after taking into account such redemption and/or defeasance, shall be withdrawn from the Junior Lien Debt Service Reserve Fund and deposited into the applicable redemption or defeasance account and used to repay the Series of Junior Lien Bonds being redeemed or defeased.

Section 4.07. Subordinate Lien Debt Service Fund. Money in the Subordinate Lien Debt Service Fund shall be held in trust by the Trustee. Within the Subordinate Lien Debt Service Fund, one or more accounts or subaccounts may be created pursuant to the Supplemental Indentures for any Series of Subordinate Lien Bonds (“Subordinate Debt Service Accounts” or such other term as further designated in the Supplemental Indentures). To the extent applicable, the Authority or the Trustee shall deposit or cause to be deposited into the Subordinate Lien Debt Service Fund (i) amounts paid to the Authority as pre-issuance accrued interest on the Subordinate Lien Bonds, (ii) Subordinate Lien Bond proceeds used to pay capitalized interest on the Subordinate Lien Bonds, (iii) transfers from the Pledged Revenue Fund as provided in Section 4.02(b)(vii) hereof, and (iv) transfers from the Subordinate Lien Debt Service Reserve Fund as provided in Section 4.08 hereof. In addition to the foregoing, the Authority may also deposit into the Subordinate Lien Debt Service Fund, or any Subordinate Debt Service Account therein, amounts that represent Supplemental Security for a Series of Subordinate Lien Bonds or such other amounts determined by the Authority from any lawfully available source. The Trustee shall transfer on each Interest Payment Date and each Principal Installment Payment Date to the Paying Agent such amounts in the Subordinate Lien Debt Service Fund to pay Principal Installments and interest on the Subordinate Lien Bonds as the same becomes due. The Trustee shall make all such transfers such that the Authority shall be in compliance with the guidelines of The Depository Trust Company, as amended from time to time.

Section 4.08. Subordinate Lien Debt Service Reserve Fund. (a) Within the Subordinate Lien Debt Service Reserve Fund, one or more accounts or subaccounts may be created pursuant to the Supplemental Indentures for any Series of Subordinate Lien Bonds (the “Subordinate Reserve Accounts”). The Subordinate Reserve Accounts shall constitute trust funds which shall be held in trust for only the Owners of such particular Series of Subordinate Lien Bonds to which they are pledged. The amounts in the Subordinate Reserve Accounts shall be pledged only to the payment of the Series of Subordinate Lien Bonds to which such Subordinate Reserve Account relates. The Authority reserves the right to issue Additional Subordinate Lien Bonds which are not secured by the Subordinate Reserve Accounts; provided, that the Authority may create a

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separate account within the Subordinate Lien Debt Service Reserve Fund for the benefit of any such Series of Subordinate Lien Bonds, the proceeds of which account (other than the interest income thereon, which may be transferred to the Pledged Revenue Fund) shall be pledged only to the payment of such Series.

Money in the Subordinate Lien Debt Service Reserve Fund shall be held in trust by the Trustee. The Subordinate Lien Debt Service Reserve Fund shall initially be funded as provided in the Supplemental Indentures.

(A) If at any time any Subordinate Reserve Account in the Subordinate Lien Debt Service Reserve Fund contains an amount less than the applicable Reserve Requirement, the Trustee shall make monthly deposits required by Section 4.02(b)(viii) hereof in equal monthly deposits, on a pro rata basis into each Subordinate Reserve Account of the Subordinate Lien Debt Service Reserve Fund the amount required to attain the applicable Reserve Requirement(s) for the particular Series of Subordinate Lien Bonds within eighteen (18) months of the occurrence of any such deficiency. So long as any Subordinate Reserve Account in the Subordinate Lien Debt Service Reserve Fund contains an amount less than the applicable Reserve Requirement, all interest and income earned from the investment of amounts therein shall be credited to such Subordinate Reserve Account until the applicable Reserve Requirement is again attained.

(B) So long as each Subordinate Reserve Account within the Subordinate Lien Debt Service Reserve Fund contains amounts at least equal to the applicable Reserve Requirement, all earnings on the Subordinate Lien Debt Service Reserve Fund and monies in excess of the Reserve Requirement for a particular Series of Subordinate Lien Bonds shall be transferred and deposited, ascollected, pursuant to a Letter of Instructions (which may be in the form of standing instructions) into (i) the Subordinate Lien Debt Service Fund, (ii) the Construction Fund during the Construction Period, or (iii) any other Fund or account established by this Master Indenture or any Supplemental Indenture; provided, that the transfer of funds permitted by clause (iii) (other than a transfer of such funds to the Rebate Fund) shall be subject to the Authority’s receipt of a Counsel’s Opinion to the effect that such application of funds will not adversely effect the exclusion from gross income of interest on any Outstanding Subordinate Lien Bonds for federal income tax purposes.

(C) Amounts deposited in each Subordinate Reserve Account within the Subordinate Lien Debt Service Reserve Fund (i) shall be used to pay interest on or Principal Installments of the Subordinate Lien Bonds to which such Subordinate Reserve Account relates when insufficient funds are available for such purpose in the Subordinate Lien Debt Service Fund or (ii) subject to Section 7.02 hereof, may be applied toward the payment of interest on or Principal Installments of Subordinate Lien Bonds to which such Subordinate Reserve Account relates in connection with the refunding or redemption of such Subordinate Lien Bonds or (iii) shall be used to pay, or provide for the payment of, the final Principal Installment of the Subordinate Lien Bonds to which such

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Subordinate Reserve Account relates, or (iv) may be used to pay amounts due in connection with Reserve Fund Surety Policies as provided in Section 4.08(b)hereof.

(b) The Authority expressly reserves the right at any time to satisfy all or part of the Reserve Requirement(s) by obtaining for the benefit of the Subordinate Lien Debt Service Reserve Fund one or more Reserve Fund Surety Policies and depositing such policies with the Trustee. In the event the Authority elects to substitute at any time a Reserve Fund Surety Policy for any funded amounts in the Subordinate Lien Debt Service Reserve Fund, it may direct the Trustee in writing to apply any Bond proceeds thereby released, to the greatest extent permitted by law, to any purposes for which the Subordinate Lien Bonds were issued and any other funds thereby released to any purposes for which such funds may lawfully be used, including the payment of Debt Service on the Subordinate Lien Bonds. The premium for any Reserve Fund Surety Policy shall be paid from Bond proceeds or other funds of the Authority lawfully available for such purpose. Any Reserve Fund Surety Policy shall be authorized by a resolution adopted by the Board and delivered to the Trustee. All amounts deposited in or required to be deposited in the Subordinate Lien Debt Service Reserve Fund may be used to pay obligations incurred to providers of Reserve Fund Surety Policies, including amounts advanced thereunder, interest on such advances and related costs and expenses. A Supplemental Indenture may permit the Reserve Requirement for the particular Series of Subordinate Lien Bonds it authorizes to be satisfied by (i) the use of a Reserve Fund Surety Policy, (ii) a cash deposit or (iii) a combination of both a Reserve Fund Surety Policy and cash deposit.

(c) In connection with any optional redemption and/or defeasance of any portion of a particular Series of Subordinate Lien Bonds and subject to Section 7.02hereof, the Authority shall direct its Financial Advisor to determine the Reserve Requirement for such particular Series of Subordinate Lien Bonds based on such redemption and/or defeasance. Any funds on deposit in the Subordinate Lien Debt Service Reserve Fund which are no longer required to satisfy the applicable Reserve Requirement, after taking into account such redemption and/or defeasance, shall be withdrawn from the Subordinate Lien Debt Service Reserve Fund and deposited into the applicable redemption or defeasance account and used to repay the Series of Subordinate Lien Bonds being redeemed or defeased.

Section 4.09. Redemption Fund. Any amounts on deposit in the Redemption Fund may be used to redeem or defease Obligations or may be transferred to the Rebate Fund upon written direction delivered to the Trustee by the Authority.

Section 4.10. VRF General Fund. (a) The VRF General Fund shall be held by, and in the name of, the Authority and is not part of the Trust Estate. Amounts credited to the VRF General Fund, including any earnings on the investment thereof, shall be free and clear of any lien created by the Indenture. All funds in the VRF General Fund may be applied by the Authority for any lawful purpose in accordance with the Authorizing Law and the Funding Agreement or other agreement between the County and the Authority and may be transferred to such other funds and accounts held by the Authority or the Trustee as the Authority instructs.

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Without limiting the generality of the foregoing, and subject to the Authorizing Law and the Funding Agreement, amounts on deposit in the VRF General Fund may be pledged to secure the payment of any obligation or indebtedness of the Authority. Amounts on deposit in the VRF General Fund may be invested by the Authority in Eligible Investments.

(b) Notwithstanding any other provision of this Master Indenture to the contrary, no amounts may be transferred by the Trustee to the Authority for deposit into the VRF General Fund unless any deficiencies in any deposits required by Sections 4.02(b)(i) through (ix) have been remedied.

Section 4.11. Rebate Fund. (a) The Rebate Fund does not constitute part of the Trust Estate. Any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien created by the Indenture. The Trustee shall transfer from the Pledged Revenue Fund to the credit of the Rebate Fund each amount directed in writing by the Authority to be transferred thereto. Amounts on deposit in the Rebate Fund shall be used solely to make payments to the United States of America under Section 148 of the Code and to pay costs related to the calculation of the amount due in accordance with any applicableSupplemental Indenture.

(b) Notwithstanding any other provision of this Master Indenture to the contrary, at the written direction of the Authority, a portion of the investment income from any Fund may be paid directly to the Rebate Fund, free and clear of the lien and pledge of the Indenture, for payment to the United States of America in order to maintain the tax-exempt status of any tax-exempt Obligations.

[END OF ARTICLE IV]

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ARTICLE V.

COVENANTS OF THE AUTHORITY

Section 5.01. Payment of Obligations and Performance of Obligations. The Authority covenants to promptly pay or cause to be paid the principal of, redemption premium, if any, and interest on the Obligations as the same become due and payable, whether at maturity or by prior redemption, in accordance with the terms of the Obligations and the Supplemental Indentures; to pay when due all fees, charges and other amounts due to the Trustee and the Paying Agent for the discharge of their duties hereunder; and to faithfully keep and perform all of its covenants, undertakings and agreements contained in this Master Indenture, the Funding Agreement, the Supplemental Indentures and the Obligations.

Section 5.02. Recordation and Execution of Security Instruments. The Authority covenants to cause this Master Indenture, any Supplemental Indentures, and all other security instruments, financing statements and supplements thereto that may be necessary, to be filed, recorded, and re-filed, in such manner, at such times and in such places as may be required by law in order to fully preserve and protect the rights and security of the Owners of the Obligations and to perfect and preserve the lien of this Master Indenture. Without limiting the generality of the foregoing, the Authority shall execute and deliver such additional instruments and perform such additional acts as may be necessary and proper after the execution of this Master Indentureand to transfer to any successor Trustee or Trustees the assets, powers, instruments and funds held in trust hereunder and to confirm the lien of this Master Indenture with respect to any Obligation or Obligations, and shall take all action that may at any time be necessary, including those in the opinion of the Trustee, to secure the interests of the Owners of the Obligations.

Section 5.03. Title; Encumbrance of Trust Estate. The Authority covenants that it has good and indefeasible title to the Trust Estate, subject to the assignments and pledges contained herein. So long as any Obligations remain Outstanding, except as permitted by Article III of this Master Indenture, the Authority covenants not to sell, transfer, assign, pledge, encumber, mortgage or otherwise dispose of, directly or indirectly, by merger or otherwise, or cause or suffer same, or create or allow to accrue or exist any lien upon, all or any part of its interest in the Trust Estate or any portion thereof, except for the lien of the Indenture.

Section 5.04. Trust Estate Not Otherwise Encumbered. The Trust Estate is not in any manner pledged to the payment of any debt or obligation of the Authority other than the Obligations. Except as permitted by Article III of this Master Indenture, the Authority covenants that it will not in any manner pledge or further encumber the Trust Estate unless such pledge or encumbrance is junior and subordinate to the lien and pledge hereunder securing the Obligations. For the avoidance of doubt, the Rebate Fund and the VRF General Fund are not part of the Trust Estate.

Section 5.05. Collection of Pledged Vehicle Fee Revenues. Subject to the provisions of applicable law and the Funding Agreement, the Authority covenants and agrees to use its best efforts to cause the County to remit to the Authority, all revenue collected pursuant to the Optional Vehicle Registration Fee to provide for the payment of all Obligations.

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Section 5.06. Amendment of Funding Agreement. The Authority covenants not to amend the Funding Agreement in any manner that will materially and adversely affect the rights of the Owners, or providers, as applicable, of the Obligations, unless any such amendment which has such a material adverse effect is otherwise authorized pursuant to a Supplemental Indenture adopted in accordance with Article X of this Master Indenture.

[END OF ARTICLE V]

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ARTICLE VI.

DEFAULT AND REMEDIES

Section 6.01. Events of Default. An Event of Default hereunder shall consist of any of the following acts or occurrences:

(A) failure to pay when due Principal Installments or interest on any Bond;

(B) failure to pay when due any amount on any Obligation as to any amount defined in the Supplemental Indenture authorizing such Obligation to be secured with a lien on parity with the Senior Lien Parity Obligations, Junior Lien Parity Obligations or Subordinate Lien Parity Obligations, as applicable;

(C) default in the performance, or breach of any covenant of the Authority set forth in Article V contained in this Master Indenture (other than a covenant or agreement the default in the performance or observance of which is elsewhere in this Section specifically addressed) and continuance of such default or breach for a period of 60 days after a written notice is provided pursuant to Section 6.03hereof.

Section 6.02. Notices. In order to provide the Authority with information with respect to its obligations under the Indenture, the Trustee shall provide the Authority notice of any draws upon any Debt Service Reserve Fund which are required to be transferred to any Debt Service Fund for the payment of Principal Installments of or interest on any Obligations, together with the description of the amount drawn.

Section 6.03. Notice of Default. The Trustee shall give prompt notice to the Authority of the occurrence of any Event of Default hereunder of which a responsible officer of the Trustee has actual knowledge.

Section 6.04. Remedies in General. If an Event of Default hereunder shall occur and be continuing, then, in addition to all of the other rights and remedies granted to the Trustee hereunder, the Trustee in its discretion, subject to the provisions of the Indenture, including Section 6.14 hereof, may proceed to protect and enforce its rights and the rights of the Owners of Obligations by suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Master Indenture, the Supplemental Indentures or the Obligations or in aid of the execution of any power granted in theIndenture or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Trustee or such Owners of the Obligations, including, without limitation, the right to seek a writ of mandamus issued by a court of competent jurisdiction compelling the members or officers of the Authority to make payment of the Pledged Vehicle Fee Revenues or to observe and perform such covenant, obligations or conditions of the Indenture or the FundingAgreement.

Section 6.05. Appointment of Receivers. If an Event of Default hereunder shall occur and be continuing, and upon filing of a bill in equity or commencement of other judicial

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proceedings to enforce the rights of the Trustee and the Owners hereunder, the Trustee shall be entitled as a matter of right, and to the extent permitted by law, to the appointment of a receiver or receivers of the Trust Estate and the income, rents, profits and use thereof pending such proceedings, with such powers as the court making such appointment shall confer.

Section 6.06. Trustee May Act Without Possession of Obligations. All rights of action under the Indenture or under any Obligations may be enforced by the Trustee without possession of any of the Obligations or the production thereof on any trial or other proceedings relative thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its name, as Trustee for the ratable benefit of the Owners of the Obligations, subject to the provisions of theIndenture.

Section 6.07. Trustee as Attorney in Fact. The Trustee is hereby appointed (and the Owners of the Obligations, by taking and owning same from time to time, shall be deemed to have so appointed the Trustee) the true and lawful attorney in fact of the Owners of the Obligations, to make or file, in the names of the Owners of the Obligations, or on behalf of all Owners of the Obligations as a class, any proof of debt, amendment to proof of debt, petition or other document, and to do and perform any and all acts and things for and in the name of the Owners of the Obligations as a class as may be necessary or advisable, in the judgment of the Trustee, in order to have the claims of the Owners of the Obligations against the Authority approved in any equity receivership, insolvency, liquidation, bankruptcy, reorganization or other proceedings to which the Authority shall be a party and to receive payment of or on account of such claims. Any such receiver, assignee, liquidator or trustee is hereby authorized by each of the Owners to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to the Owners, to pay to the Trustee any amount due for compensation and expenses of the Trustee, including counsel fees, costs and expenses, incurred up to the date of such distribution, and the Trustee shall have full power of substitution and delegation in respect of any such powers.

Section 6.08. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Obligations, or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient.

Section 6.09. Limitation on Suits. All rights of action in respect of the Indenture shall be exercised only by the Trustee, and no Owner of any Obligation secured hereunder shall haveany right to institute any suit, action or proceeding at law or in equity for the appointment of a receiver or for any other remedy hereunder or by reason hereof, unless and until the Trustee shall have received written request of the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Obligations then Outstanding and shall have been furnished reasonable indemnity and shall have refused or neglected for ten (10) days thereafter to institute such suit, action or proceedings. The making of such request and the furnishing of such indemnity shall in each and every case be conditions precedent to the execution and enforcement

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by any Owner of any Obligation of the powers and remedies given to the Trustee hereunder and to the institution and maintenance by any such Owner of any action or cause of action for the appointment of a receiver or for any other remedy hereunder, but the Trustee may, in its discretion, and when duly requested in writing by the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Obligations then Outstanding and when furnished indemnity satisfactory to protect it against expenses, charges and liability shall, forthwith, take such appropriate action by judicial proceedings or otherwise in respect of any existing default on the part of the Authority as the Trustee may deem expedient in the interest of the Owners of the Obligations.

Nothing contained in this Article, however, shall affect or impair the right of any Owner, which shall be absolute and unconditional, to enforce the payment of the Principal Installments and interest on the Obligations, as they become due and payable, of such Owner, but only out of the moneys for such payment as herein provided, or the obligation of the Authority, which shall also be absolute and unconditional, to make payment of the Principal Installments and interest on the Obligations issued hereunder, as they become due and payable, but only out of the funds provided herein for such payment, to the respective Owners thereof at the time and place stated in said Obligations.

Section 6.10. Right of Owners of the Obligations to Direct Proceedings. Notwithstanding any provision of the Indenture to the contrary, the Owners of more than fifty percent (50%) in aggregate principal amount of the Obligations then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of the Indenture or for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee or any other proceedings hereunder; provided, however, that such direction shall not be contrary to law or the provisions of the Indenture, and the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall determine that the proceeding so directed would involve it in personal liability or would be unjustly prejudicial to the Owners of the Obligations not consenting.

Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Owner of anObligation has instituted any proceeding to enforce any right or remedy under the Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Owner of an Obligation, then and in every such case the Authority, the Trustee and the Owners of the Obligations shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions under the Indenture, and thereafter all rights and remedies of the Trustee and the Owners of the Obligations shall continue as though no such proceeding had been instituted.

Section 6.12. Waiver of Stay or Extension Laws. To the extent that it may lawfully do so, the Authority covenants that it will not at any time insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of any stay or extension law whenever or wherever enacted, which may affect the covenants or the performance of the Indenture. The Authority also covenants that it will not otherwise hinder, delay or impede the execution of any power herein granted to the Trustee.

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Section 6.13. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Owner of any Obligation to exercise any right or remedy accruing upon any Event of Default under the Indenture shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Owners may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Owners of the Obligations, as the case may be.

Section 6.14. No Right of Acceleration. Notwithstanding anything herein to the contrary, acceleration of the principal of or interest on the Bonds or any of the Obligations upon the occurrence of an Event of Default is not a remedy available under the Indenture and in no event shall the Trustee, the Owners, any Insurer, Credit Agreement provider or other parties whatsoever have the ability, upon the occurrence of an Event of Default, to declare immediately due and payable the principal of or interest on the Bonds or any of the Obligations.

[END OF ARTICLE VI]

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ARTICLE VII.

DISCHARGE

Section 7.01. Discharge by Payment. When all Obligations have been paid in full as to principal and as to interest and premium, if any, or when all Obligations have become due and payable, whether at maturity or by prior redemption or otherwise, and the Authority shall have provided for the payment of the whole amount due or to become due on all Obligations then Outstanding, including all interest which has accrued thereon or which may accrue to the date of maturity or redemption by depositing with the Trustee or the Paying Agent, for payment of such Outstanding Obligations and the interest thereon and any premium which may be due thereon, the entire amount due or to become due thereon, or amounts and investments sufficient to provide for such payment as provided in the Supplemental Indentures, and the Authority shall also have paid or caused to be paid all sums payable hereunder by the Authority, including the compensation due or to become due the Trustee, then the Trustee shall, upon receipt of a Letter of Instructions from the Authority requesting the same, discharge and release the lien of theIndenture and execute and deliver to the Authority such releases or other instruments as shall be required to release the lien hereof.

Section 7.02. Discharge by Deposit. The Authority may discharge its obligation to the Owners of any or all of the Obligations to pay principal, interest and redemption premium (if any) thereon in any manner then permitted by law, including, but not limited to, by depositing (i) with the Trustee or the Paying Agent for such Obligations cash in an amount equal to the principal amount and redemption premium, if any, of such Obligations plus interest thereon to the date of maturity or redemption, or (ii) pursuant to an escrow or trust agreement (with the Trustee, Paying Agent or other entity permitted by applicable law), cash and/or Investments (as defined below) in principal amounts and maturities and bearing interest at rates sufficient (in the opinion of an independent certified public accountant) to provide for the timely payment of the principal amount and redemption premium, if any, of such Obligations plus interest thereon to the date of maturity or redemption; provided, however, that to the extent any Bonds will remain Outstanding following such defeasance or redemption, the Trustee shall first receive a Counsel’s Opinion to the effect that such defeasance or redemption will not, in and of itself, adversely affect the exclusion from gross income of interest on the remaining Outstanding Bonds for federal income tax purposes. If any of the Obligations are to be redeemed prior to their respective dates of maturity, provision shall have been made for giving notice of redemption as provided in the Supplemental Indenture authorizing such Obligations. Upon such deposit, such Obligations shall no longer be regarded to be Outstanding or unpaid.

For the purpose of this Section 7.02, “Investments” shall mean:

(a) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by the United States;

(b) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the Authority authorizes the discharge by deposit

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of any or all of the Obligations, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent;

(c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been defeased and that, on the date the Authority authorizes the discharge by deposit of any or all of the Obligations, are rated as to investment quality by a nationally recognized investment rating firm of not less than AAA or its equivalent; and

(d) any other then authorized securities or obligations under applicable State law in existence on the date the Authority authorizes the discharge by deposit of any or all of the Obligations that may be used to defease obligations such as the Obligations.

[END OF ARTICLE VII]

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ARTICLE VIII.

THE TRUSTEE

Section 8.01. Acceptance of Trustee. The Trustee, for itself and its successors, hereby accepts the trusts under the Indenture, but only upon the following terms and conditions set forth in this Article.

(a) Notwithstanding any provision of the Indenture to the contrary, prior to an Event of Default hereunder, and after the curing of any such Event of Default, the Trustee shall not be liable for the performance of any duties, except such duties as are specifically set forth in the Indenture, and no implied covenants or obligations shall be read into theIndenture against the Trustee. In case of an Event of Default which has not been cured, the Trustee shall exercise such of the rights and powers vested in it by the Indenture and shall use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

(b) In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely upon the truth, completeness and accuracy of the Letters of Instruction, statements, certificates, opinions, certified resolutions and other certified showings conforming to the requirements of the Indenture.

(c) The Trustee may execute any of the trusts or powers hereof and perform any duties required of it, by or through attorneys or agents selected by it with reasonable care, and shall be entitled to, and shall be protected in relying upon, advice of counsel concerning all matters of trust hereof and its duties hereunder, and may in all cases pay such reasonable compensation as it shall deem proper to all such attorneys and agents as may reasonably be required and employed in connection with the trusts hereof, and the Trustee shall not be responsible for the acts or negligence of such attorneys, agents or counsel, if selected with reasonable care.

(d) The Trustee shall not be responsible for any recitals herein, in the Supplemental Indentures or in the Obligations. The Trustee may require of the Authority full information and advice as to the performance of the covenants, conditions and agreements contained in the Indenture. The recitals and statements of fact and warranties contained in the Indenture, the Supplemental Indentures and in the Obligations shall be taken as statements by the Authority and shall not be considered as made by or as imposing any obligation or liability upon the Trustee.

(e) Except as otherwise provided in the Indenture, the Trustee shall not be bound to recognize any Person as an Owner of any Obligation or to take action at such Person’s request, unless such Person’s name appears as the Registered Owner of such Obligation in the Register.

(f) Except as otherwise expressly provided or fairly implied by the provisions of the Indenture, the Trustee shall not be obligated and may not be required to give or furnish any notice, demand, report, request, reply, statement, advice or opinion to any

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Owner of any Obligation or to the Authority or any other Person, and the Trustee shall not incur any liability for its failure or refusal to give or furnish the same unless obligated or required to do so by express provision or by fair implication of the provisions hereof.

(g) Nothing herein contained shall relieve the Trustee from liability for its own negligent action or failure to act or its own willful misconduct, except that the Trustee shall not incur any liability (i) for any error of judgment made in good faith by a responsible officer or responsible officers thereof, unless it shall be proved that it was negligent in ascertaining the pertinent facts, or (ii) in respect of any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of the percentage of the Obligations specified herein relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee under the Indenture.

(h) None of the provisions contained in the Indenture shall require the Trustee to advance, expend or risk its own funds or to otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it by the security afforded to it by the terms of this Master Indenture.

(i) The Trustee shall have no responsibility with respect to any information in any offering memorandum or other disclosure material distributed with respect to the Obligations, and the Trustee shall have no responsibility for compliance with securities laws in connection with the issuance and sale of the Obligations.

(j) In the event the Trustee shall receive inconsistent or conflicting requests and indemnity from two or more groups of Owners, each representing less than a majority of the aggregate principal amount of the Obligations then Outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken.

(k) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under the Indenture.

(l) Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the Authority that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Obligations which was filed at the

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time of the issuance thereof, in such manner and in such places as the initial filings were made, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Authority shall be responsible for the reasonable costs and expenses (including reasonable attorney’s fees, costs and expenses, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereunder.

(m) The permissive right of the Trustee to do things enumerated in the Indenture shall not be construed as a duty.

(n) Before taking any action under the Indenture relating to an Event of Default or in connection with its duties under the Indenture other than making payments of principal and interest on the Obligations as they become due, the Trustee may require that a satisfactory indemnity bond be furnished for the reimbursement of all costs and expenses (including reasonable attorney’s fees, costs and expenses) to which it may be put and to fully protect it against all liability, including, but not limited to, any liability arising directly or indirectly under any federal, state or local statute, rule, law or ordinance related to the protection of the environment or hazardous substances, except liability which is adjudicated to have resulted from its gross negligence or willful misconduct in connection with any action so taken.

(o) Notwithstanding the effective date of this Master Indenture or anything to the contrary in this Master Indenture, the Trustee shall have no liability or responsibility for any act or event relating to this Master Indenture which occurs prior to the date the Trustee formally executes this Master Indenture and commences acting as Trustee hereunder.

(p) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under the Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; hurricanes or other storms; wars; terrorism; similar military disturbances; sabotage; epidemic; pandemic; riots; interruptions; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Trustee shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

(q) The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions and Letters of Instruction (“Instructions”) given pursuant to the Indenture and delivered using Electronic Means; provided, however, that the Authority shall provide to the Trustee an incumbency certificate listing the Authorized Representatives to provide such Instructions and containing specimen signatures of such Authorized Representatives, which incumbency certificate shall be amended by the Authority whenever a Person is to be added or deleted from the listing. If the Authority elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Authority understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions

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and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Representative listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Representative. The Authority shall be responsible for ensuring that only Authorized Representatives transmit such Instructions to the Trustee and that the Authority and all Authorized Representatives are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Authority. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Authority agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Authority; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

Section 8.02. Reliance by Trustee. To the extent not prohibited by this Article, the Trustee may conclusively rely, and shall be fully protected in acting upon, any Letters of Instruction, statements, certificates, certified resolutions, opinions, notices, consents, orders, appraisals, reports, policies, bonds or other papers or documents believed by it to be genuine and to have been signed or presented to it by the proper Person or Persons, and the Trustee may consult with counsel and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith and in conformity with the opinion of such counsel. Notwithstanding the foregoing, upon receipt by the Trustee of documents furnished to it by the Authority which are specifically required to be delivered under the Indenture, the Trustee shall examine the same to determine whether they conform to the requirements of the Indenture, however, the Trustee shall have no obligation to analyze the same or evaluate their substance.

Section 8.03. Certificate of the Authority as Proof. Whenever in the administration of the trusts of the Indenture, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, then, in the absence of bad faith on the part of the Trustee, and unless other evidence in respect thereof be herein specifically prescribed, and unless an Event of Default hereunder, to the actual knowledge of the Trustee, shall have occurred and be continuing, such matter may be deemed to be conclusively proved and established by a certificate of the Authority, executed by an Authorized Representative of the Authority and delivered to the Trustee, and such certificate shall be full warranty to the Trustee for any action taken or suffered by it under the provisions of the Indenture in reliance thereon.

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Section 8.04. Trustee May Own Obligations. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Obligations or other certificates or evidences ofownership or pledge thereof issued hereunder, with the same rights it would have if it were not the Trustee.

Section 8.05. Compensation of Trustee. The Authority shall pay to the Trustee all reasonable fees, charges and expenses of the Trustee (including the reasonable fees, charges and expenses of its agents and counsel) for the administration and execution of the trusts hereby created and the performance of its powers and duties hereunder, including the ordinary and extraordinary services performed by the Trustee under the Indenture. Whenever the Trustee incurs expenses or renders services in connection with any bankruptcy or insolvency proceeding, such expenses (including the fees and expenses of its counsel) and the compensation of such services are intended to constitute expenses of administration under any bankruptcy ·or insolvency law or law relating to creditors’ rights generally.

Section 8.06. Removal of Trustee. The Trustee may be removed, with or without cause, at any time by an instrument or concurrent instruments in writing, filed with the Trustee, and signed by the Owners of at least a majority in aggregate principal amount, of the Obligationsthen Outstanding or their attorneys-in-fact duly authorized. In addition, the Trustee may be removed, with or without cause, at any time (unless an Event of Default has occurred and is continuing) by a written instrument filed with the Trustee and signed by an Authorized Representative of the Authority, stating that the Board has adopted a resolution providing for the removal of the Trustee and the appointment of a successor Trustee; provided, however, that such written instrument shall not be effective unless the Authority shall have given written notice of such proposed action, by registered or certified mail, postage prepaid, to each Owner and the Authority shall not have received, within the 60-day period following the giving of such notice, written objections to such proposed action from the Owners of at least a majority in aggregate principal amount of the Obligations then Outstanding, all of which shall be recited in such written instrument. No such removal of the Trustee shall become effective until a successor has been appointed and accepted the duties of Trustee.

Section 8.07. Resignation of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice to the Authority and by providing written notice to the Owners of its intended resignation at least sixty (60) days in advance thereof. Such notice shall specify the date on which such resignation shall take effect and shall be sent by first class mail, postage prepaid to each Registered Owner of Obligations. Resignation by the Trustee shall not take effect unless and until a successor to such Trustee shall have been appointed as hereinafter provided.

Section 8.08. Appointment of Successor Trustee. In case the Trustee hereunder shall resign, or shall be removed or dissolved, or shall be in the course of dissolution or liquidation, or shall otherwise become incapable of acting hereunder, or in case the Trustee shall be taken under control of any public officer or officers or a receiver appointed by a court, a successor may be appointed by the Owners of a majority in principal amount of the Obligations then Outstanding, by an instrument or concurrent instruments in writing, signed by such Owners or their duly authorized representatives and delivered to the Trustee, with notice thereof given to the Authority; provided, however, that in any of the events above mentioned, the Authority may

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nevertheless appoint a temporary Trustee to fill such vacancy until a successor shall be appointed by the Owners in the manner above provided, and any such temporary Trustee so appointed bythe Authority shall immediately and without further act be automatically succeeded by the successor to the Trustee appointed by the Owners. The Authority shall provide written notice to the Owners of the appointment of any successor Trustee, whether temporary or permanent, in the manner provided in the preceding Section of this Master Indenture for providing notice of the resignation of the Trustee. Any successor Trustee or temporary Trustee shall be a trust company, bank or national banking organization organized and doing business under the laws of the United States of America or any state, duly authorized to exercise the trust powers provided to it under the Indenture and subject to examination by federal or state authority, and having a reported capital and surplus of not less than $100,000,000.

In the event that no appointment of a successor Trustee is made by the Owners or by the Authority pursuant to the foregoing provisions of this Section at the time a vacancy in the office of the Trustee shall have occurred, the Owner of any Obligation issued hereunder or the retiring Trustee may apply to any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice as it shall deem proper, if any, appoint a successor Trustee.

Section 8.09. Powers of Successor Trustee. Each successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and to the Authority, an instrument in writing accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor, but such predecessor Trustee shall, nevertheless, on the written request of the Authority, execute and deliver an instrument acceptable to the predecessor Trustee transferring to such successor Trustee all the estates, properties, rights, powers, trusts, duties and obligations of such predecessor hereunder. Each predecessor Trustee shall promptly deliver all properties, securities and moneys held by it to its successor; provided, however, that before any such delivery is required or made, all proper fees, advances and expenses of the predecessor Trustee shall be paid in full. Should any deed, conveyance or instrument in writing be required from the Authority by any successor Trustee for properties, rights, powers, trusts, duties and obligations hereby vested or intended to be vested in the predecessor Trustee, any and all such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. The resignation of any Trustee, appointing a successor Trustee hereunder, together with all deeds, conveyances and other instruments provided for in this Article shall, at the expense of the Authority, be properly filed or recorded and a copy thereof shall be filed with such successor Trustee, together with a statement showing such filing or recordation.

Section 8.10. Merger, Conversion or Consolidation of Trustee. Notwithstanding any provision hereof to the contrary, any corporation or association into which the Trustee may be merged or converted, or with which it may be consolidated, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, or any corporation or association resulting from any merger, conversion or consolidation to which the Trustee shall be a party, shall be the successor Trustee under the Indenture without the execution or filing of any instrument or any other act on the part of any of the parties hereto.

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Section 8.11. Funds Transfer. If any payment is to be made by the Trustee to the Authority or its designee by funds transfer, the Authority agrees to enter into an agreement concerning funds transfer instructions in a form to be provided by the Trustee. Until theAuthority executes such an agreement, the Trustee shall not be required to make any payment under the Indenture to the Authority or its designee by funds transfer.

[END OF ARTICLE VIII]

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ARTICLE IX.

SUPPLEMENTAL SECURITY

The Authority may, in its discretion, provide Supplemental Security (a) for a particular specified Series of Obligations, but shall have no obligation to provide such additional security or credit enhancement to other Series of Obligations even if such other Obligations have the same lien priority with respect to the Pledged Vehicle Fee Revenues, or (b) for deposit into one or more specified Funds or accounts created under this Master Indenture or any Supplemental Indenture, except that no Supplemental Security shall be provided unless there shall have been first delivered a Counsel’s Opinion to the effect that the provision of such Supplemental Security will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any Outstanding Obligations or Obligations then proposed to be issued on a tax-exempt basis. The Authority reserves the right to establish, pursuant to a Supplemental Indenture or an amendment to this Master Indenture, one or more Funds or accounts for the purpose of holding, investing and disbursing Supplemental Security.

[END OF ARTICLE IX]

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ARTICLE X.

SUPPLEMENTAL INDENTURES

Section 10.01. General Provisions Concerning Supplemental Indentures. (a) The Indenture shall not be modified or amended in any respect except as provided in, in accordance with and subject to provisions of, this Article X.

(b) Each Supplemental Indenture, when filed by the Authority with the Trustee, shall be accompanied by a Counsel’s Opinion stating that such Supplemental Indenture has been duly and lawfully adopted by the Authority in accordance with the provisions of the Indenture, is authorized or permitted by the Indenture, and is valid and binding upon the Authority.

(c) The Trustee is hereby authorized to accept the delivery of any Supplemental Indenture referred to and permitted or authorized by Sections 10.02 or 10.03 hereof and to make all further agreements and stipulations which may be thereincontained, and the Trustee, in taking such action, shall be fully protected in relying on an opinion of counsel (which may be a Counsel’s Opinion) that such Supplemental Indenture is authorized or permitted by the provisions of the Indenture.

(d) Subject to Section 8.06 hereof, no Supplemental Indenture shall change or modify any of the rights or obligations of the Trustee without its written consent, which consent may not be unreasonably withheld.

(e) Each Supplemental Indenture executed and delivered in accordance with this Article X shall thereafter form a part of the Indenture, and all of the terms and conditions in any such Supplemental Indenture thereafter shall be a part of the terms and conditions of the Indenture as provided therein.

(f) For purposes of this Article X, the rights of the Owner of an Obligation or Owners of the Obligations shall be deemed to be affected by a modification or amendment of the Indenture if the same materially and adversely affects or diminishes the rights of such Owner or Owners. In each case, the Trustee shall determine whether or not any such modification or amendment so affects the rights of such Owner or Owners, and such determination shall be binding and conclusive upon the Authority and all Owners.

(g) Any reasonable fees and expenses incurred by the Authority in preparing a Supplemental Indenture may be paid from the Pledged Revenue Fund in accordance with Section 4.02(b)(ii) hereof.

Section 10.02. Supplemental Indentures Not Requiring Consent of Owners of the Obligations. The Authority and the Trustee may, without the consent of the Owners of any of the Obligations, enter into one or more Supplemental Indentures, which shall form a part hereof, for any one or more of the following purposes:

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(a) to authorize Obligations of a Series and, in connection therewith, to specify and determine the matters and things referred to in Article III hereof (including specifically, but without limitation, any provision relating to lien status of a Series of Obligations) and also any other matters and things relative to such Obligations which are not contrary to or inconsistent with this Master Indenture as theretofore in effect, or to amend, modify or rescind any such authorization, specification or determination at any time prior to the original issuance of such Obligations;

(b) to cure any ambiguity, inconsistency or formal defect or omission in this Master Indenture or an existing Supplemental Indenture;

(c) to insert such provisions clarifying matters or questions arising under the Indenture as are necessary or desirable and are not contrary to or inconsistent with the Indenture as theretofore in effect;

(d) to grant to or confer upon the Trustee for the benefit of the Owners of any Series of Obligations any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Owners of such Obligations or the Trustee or either of them;

(e) to subject to the lien of the Indenture, additional revenues, funds, properties or collateral;

(f) to close this Master Indenture or any Supplemental Indenture against, or to provide limitations and restrictions in addition to the limitations and restrictions contained in this Master Indenture or any Supplemental Indenture on, the issuance and delivery of additional Obligations;

(g) to add to the covenants and agreements of the Authority in this Master Indenture or any Supplemental Indenture, other covenants and agreements to be observed by the Authority which are not contrary to or inconsistent with this Master Indenture or the applicable Supplemental Indentures as theretofore in effect;

(h) to add to the limitations and restrictions in this Master Indenture or any Supplemental Indenture other limitations and restrictions to be observed by the Authority which are not contrary to or inconsistent with this Master Indenture or the applicable Supplemental Indentures as theretofore in effect;

(i) to surrender any right, power or privilege reserved to or conferred upon the Authority by the terms of the Indenture, provided that the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Authority contained in the Indenture;

(j) to modify any of the provisions of this Master Indenture or any Supplemental Indenture in any respect whatever, provided that (i) such modification shall be, and be expressed to be, effective only after all Obligations of any Series Outstanding at the date of the adoption of Supplemental Indenture making such modification shall cease to be Outstanding; and (ii) such Supplemental Indenture shall be specifically

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referred to in the text of all Obligations of any Series delivered after the date of the adoption of such Supplemental Indenture and of Obligations issued in exchange therefor or in place thereof;

(k) to modify, amend or supplement this Master Indenture or any Supplemental Indenture in such manner as to provide further assurances that interest on the Obligations issued as tax-exempt obligations will, to the greatest extent legally possible, be excludable from gross income for federal income tax purposes;

(l) to obtain bond insurance for any Obligations as long as such additional provisions are not contrary to or inconsistent with the Indenture as theretofore in effect;

(m) to provide for one or more Reserve Fund Surety Policies as long as such additional provisions are not contrary to or inconsistent with the Indenture as theretofore in effect;

(n) to provide specific remedies, rights or covenants relating to the incurrence of any Obligation which are not contrary to or inconsistent with the Indenture as theretofore in effect;

(o) to permit the assumption of the Authority’s obligations hereunder by any other entity that may become the legal successor to the Authority;

(p) to modify, amend or supplement this Master Indenture or any Supplemental Indenture in such manner as to permit, if presented, the qualification hereof and thereof under the Trust Indenture Act of 1939 or any similar Federal statute hereafter in effect or under any state Blue Sky Law; or

(q) to make any other change in the Indenture which does not, in the opinion of the Trustee, materially and adversely affect the rights of the Owners, including, without limitation, changes or amendments requested by any Rating Agency as a condition to the issuance or maintenance of a rating or requested by the Texas Attorney General’s office as a condition to the approval of any Obligation.

Section 10.03. Supplemental Indentures Requiring Consent of Owners of the Obligations. Except as otherwise provided in the preceding Section, the Authority and the Trustee, at any time and from time to time, may execute and deliver a Supplemental Indenture for the purpose of making any modification, change or amendment of the Indenture but only with the written consent of the Owners of not less than the majority of the aggregate principal amount of the Obligations then Outstanding at the time such consent is given unless it is determined that such modification, change or amendment affects less than all of the Series of Obligations then Outstanding in which case it would only require the consent of the Owners of not less than a majority of the aggregate principal amount of each Series of Obligations so affected.

Notwithstanding the preceding paragraph of this Section, no modification, change or amendment to this Master Indenture shall, without the consent of the Owner of each Obligation so affected, extend the time of payment of the Principal Installments or interest thereon, or reduce the Principal Installments or premium, if any, thereon, or the rate of interest thereon, or

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make the Principal Installments or interest thereon payable in any coin or currency other than that hereinbefore provided, or deprive such Owner of the lien hereof on the revenues pledged hereunder. Moreover, excluding the creation of other Obligations by Supplemental Indenture(s), without the consent of the Owner of each Obligation then Outstanding, no modification, change or amendment to this Master Indenture shall permit the creation of any lien on the revenues pledged hereunder prior to or on parity with the lien of this Master Indenture, or reduce the aggregate principal amount of Obligations, the Owners of which are required to approve any such modification, change or amendment of this Master Indenture. Nothing in this Section 10.03, however, shall be construed as requiring the consent of any Owner in connection with the execution and delivery of any Supplemental Indenture for any purpose described in Section 10.02 hereof.

Section 10.04. Consents. Consents required pursuant to this Article shall be valid only if given following the giving of notice by or on behalf of the Authority requesting such consent, setting forth the substance of the Supplemental Indenture in respect of which such consent is sought and stating that copies thereof are available at the office of the Trustee for inspection, to the Owners of Outstanding Obligations whose consent is required in accordance with the provisions of this Article. Such notice shall be given by sending such notice by first-class mail, postage prepaid, to the registered Owners of such Outstanding Obligations. Any consent or other action by an Owner of any Outstanding Obligations in accordance with this Article shall bind every future owner of the same Outstanding Obligations and the Owner of any Outstanding Obligations issued in exchange therefor or in lieu thereof.

[END OF ARTICLE X]

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ARTICLE XI.

INVESTMENT OF MONEYS AND SECURITY FOR DEPOSITS

Section 11.01. Investment of Moneys. (a) Moneys held in any of the Funds held by the Trustee under this Master Indenture and/or any Supplemental Indenture may be retained uninvested, if deemed necessary by the Authority, as trust funds and secured as provided in Section 11.05 hereof or may be invested and reinvested by the Trustee, in accordance with instructions from the Authority (which, if given orally, shall be confirmed promptly by a Letter of Instructions), to the fullest extent practicable, in Eligible Investments the proceeds of which the Authority estimates will be received not later than such times as shall be necessary to provide moneys when needed for payments to be made from each such Fund. Notwithstanding any other provision of this Article XI to the contrary, (i) the provisions of this Article XI shall not apply to the VRF General Fund, and (ii) Eligible Investments in all Funds shall mature not later than such times as shall be necessary to provide moneys when needed for payments to be made from such Funds. The investment instructions of the Authority may take the form of standing investment directions.

(b) Except as otherwise provided in the Indenture, interest earned from investing any moneys in any Fund or profits realized from any Eligible Investments in any Fund shall be retained in such Fund.

Section 11.02. Valuation and Sale of Investments. (a) Eligible Investments acquired as an investment of moneys in any Fund shall be at all times a part of such Fund and any profit realized from the liquidation of such investment shall be applied as provided in subsection (b) of Section 11.01 and any loss resulting from the liquidation of such Eligible Investment shall be charged to the respective Fund.

(b) In computing the amount in any Fund, obligations purchased as an investment of moneys therein shall be valued at their Amortized Value. The valuation of each Fund held under the Indenture shall be valued by the Trustee within thirty (30) days after the end of the fiscal year of the Authority.

(c) Except as otherwise provided in the Indenture, the Trustee shall sell at the best price obtainable (as evidenced by two or more bids), or present for redemption, any Eligible Investment so purchased as an investment whenever it shall be requested to do so in a Letter of Instructions or whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any Fund held by it. The Trustee shall not be liable or responsible for making any such investment in the manner provided in this Article XI or for any loss resulting from any such investment.

Section 11.03. Payment for Authorized Investments and Trust Receipts. When Eligible Investments are purchased from or through a member in good standing of the Financial Industry Regulatory Authority, or from or through a national or state bank, the Authority and the Trustee are authorized to pay for them using moneys in the appropriate Fund and, in each case, shall obtain, as soon as may be practicable, a confirming invoice from the seller of the Eligible Investments showing that the Eligible Investments have been purchased by or for the account of

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the Authority. The Trustee is not required to provide the confirming invoice to the Authority so long as the Trustee provides periodic statements that include investment activity to the Authority. Actual delivery of the Eligible Investments to the Authority or the Trustee may be accomplished thereafter in accordance with normal and recognized practices within the securities and banking industries, including the book entry procedure of the Federal Reserve Bank.

Section 11.04. Transfer of Investments. Any transfer required to be made from one Fund to another Fund held by the same Person may be made by book transfer of any moneys or investments or portions of investments without liquidating any investments in order to make such transfer unless the moneys required to be transferred are needed to make payments out of the Fund to which such moneys were transferred at the time of transfer.

Section 11.05. Security for Deposits. All moneys held under the Indenture by the Trustee, to the extent not insured by the Federal Deposit Insurance Corporation or represented by Eligible Investments acquired with such moneys, shall be continuously and fully secured for the benefit of the Authority and the Owners of the Bonds, either (i) by lodging with a Federal Reserve Bank or the Trustee, as custodian, as collateral security, Government Obligations having a Fair Market Value not less than 102% of the amount of such moneys, or (ii) in such other manner as may then be required by applicable laws and regulations regarding security for, or granting a preference in the case of, the deposit of trust funds; provided, however, that it shall not be necessary for the Trustee to give security under this Section 11.05 for the deposit with it of any moneys held in trust and set aside by it for the payment of the principal amount or redemption price of or interest on any Obligations.

Section 11.06. Third Party Custodian May Hold Funds. If the Authority instructs the Trustee to enter into a fully collateralized repurchase agreement that satisfies the requirements of an Eligible Investment for any money held in one or more of the Funds and the terms of such investment require that a third party custodial agent hold such funds, then the Trustee shall enter into such Eligible Investment and transfer such funds in accordance with the terms thereof as long as any securities being purchased or cash held under the terms of such Eligible Investment are (i) pledged to the Authority or the Trustee, (ii) held in the Authority or Trustee’s name, and(iii) deposited at the time the investment is made with a third party custodial agent approved by the Authority. The Trustee shall not be liable or responsible for making any such investment in the manner provided in this Section or for any loss resulting from any such investment.

Section 11.07. Investments Affecting Tax-Exempt Status. The Authority by its execution of this Master Indenture covenants to restrict the investment of money in the Funds created under this Master Indenture in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Obligations are delivered to their original purchaser, so that the any tax-exempt Obligations will not constitute “arbitrage bonds” under the Code and the Regulations, and the Trustee hereby agrees to comply with the Authority’s written instructions with respect to the investment of money in the Funds created under the Indentureand/or any applicable Supplemental Indenture; provided, however, that in the absence of written investment instructions from the Authority, the Trustee shall not be responsible or liable for keeping the moneys held by it hereunder fully invested.

[END OF ARTICLE XI]

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ARTICLE XII.

GENERAL PROVISIONS

Section 12.01. Proof of Execution of Writings and Ownership. Any instrument provided in the Indenture to be signed or executed by the Owners of all or any portion of the respective Obligations may be in any number of writings of similar tenor and may be signed or executed by such Owners in person or by their duly authorized representatives. Proof of the execution of any such instrument, or of the writing appointing any such agent, or of the ownership of any Obligations, shall be sufficient for any of the purposes of the Indenture and shall be conclusive in favor of the Authority and the Trustee with respect to any actions taken by either under such instruments if:

(a) the fact and date of the execution by any Person of any such instrument is proved by (i) a certificate of any officer of any jurisdiction who by law has power to take acknowledgments of deeds within such jurisdiction, to the effect that the Person signing such instrument acknowledged before him the execution thereof, or (ii) an affidavit of a witness of such execution; and

(b) the ownership of any Obligations registered as to both principal and interest is proved by the registration books kept by Trustee.

Section 12.02. Benefits of the Indenture. The covenants, stipulations and agreements contained in the Indenture are and shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns, the respective Owners and providers of the Obligations, and nothing in the Indenture expressed or implied shall be construed to confer upon or give to any other Person any right, remedy or claim under or by reason of the Indenture.

Section 12.03. No Individual Liability. No covenant or agreement contained in the Obligations or in the Indenture shall be deemed to be the covenant or agreement of any member of the Board of the Authority or any officer, agent, employee or representative of the Authority in his individual capacity, and neither the officers, agents, employees or representatives of theAuthority nor any Person executing the Obligations shall be personally liable thereon or be subject to any personal liability or accountability by reason of the issuance thereof, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the execution of this Master Indenture or any Supplemental Indenture, the adoption of the Bond Resolutions and the issuance or incurrence of the Obligations.

Section 12.04. Notice. Any notice, demand, direction, request, or other instrument authorized or required by the Indenture to be given to or filed with the Trustee or the Authority shall be deemed to be effective for all purposes of the Indenture if and when sent by (i) personal delivery, to the persons designated below at the address designated below, (ii) registered or certified mail, postage prepaid, to the address specified below or (iii) facsimile transmission to the number specified below with confirmation of receipt by telephone, or to such other Person, at such other address or to such other number as may be designated in writing by the parties:

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Trustee:

Telephone: ____________

Authority: Alamo Regional Mobility Authority 101 W. Nueva, Suite 901San Antonio, Texas 78205Telephone: 210.335.2405

Section 12.05. Governing Law. This Master Indenture shall be governed in all respects, including validity, interpretation and effect, by, and shall be enforceable in accordance with, the laws of the State of Texas without regard to conflict of law principles.

Section 12.06. Severability. If any provision of this Master Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired. In case any covenant, stipulation, obligation or agreement contained in the Obligations, the applicable Supplemental Indentures or in this Master Indenture shall for any reason be held to be usurious or in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Authority to the full extent permitted by law.

Section 12.07. Successors and Assigns. This Master Indenture shall be binding upon the Authority and the Trustee and their successors and assigns.

Section 12.08. Execution in Several Counterparts. This Master Indenture may be simultaneously executed in several counterparts, all of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be, an original.

[END OF ARTICLE XII]

Signature Page to Master Trust IndentureSecuring Alamo Regional Mobility Authority Vehicle Registration Fee Revenue Bonds

#5075382

IN WITNESS WHEREOF, the Authority and the Trustee have caused this Master Indenture to be signed and attested on their behalf by their duly authorized representatives, all as of the date first hereinabove written.

AUTHORITY:


By:Chair, Board of Directors

ATTEST:

By:Secretary, Board of Directors

Signature Page to Master Trust IndentureSecuring Alamo Regional Mobility Authority Vehicle Registration Fee Revenue Bonds

#5075382

TRUSTEE:

__________________________________________

By:Name:Title:

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FIRST SUPPLEMENTAL TRUST INDENTURE

Between


and

_________________________________,as Trustee

AUTHORIZING

$_____________

SENIOR LIEN VEHICLE REGISTRATION FEE REVENUE BONDS, SERIES 2016

Dated as of _________________, 2016

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TABLE OF CONTENTS

Page

ARTICLE I.

DEFINITIONS AND INTERPRETATIONS

Section 1.1. Definitions..........................................................................................................2Section 1.2. Recitals, Table of Contents, Titles and Headings ..............................................7Section 1.3. Interpretations ....................................................................................................7Section 1.4. Authority for Supplemental Indenture ...............................................................7

ARTICLE II.

TERMS OF THE SERIES 2016 BONDS

Section 2.1. Name, Amount, Purpose, Authorization............................................................7Section 2.2. Dated Date, Interest Rates and Maturity Dates..................................................7Section 2.3. Initial Bond, Numbers and Denominations .......................................................8Section 2.4. Approval, Registration and Initial Delivery.......................................................8Section 2.5. Execution of the Bonds......................................................................................8Section 2.6. Payment of Principal and Interest ......................................................................9Section 2.7. Successor Paving Agents ...................................................................................9Section 2.8. Special Record Date.........................................................................................10Section 2.9. Ownership; Unclaimed Principal and Interest .................................................10Section 2.10. Book-Entry Only System.................................................................................10Section 2.11. Successor Securities Depository; Transfer Outside Book-Entry Only

System..............................................................................................................11Section 2.12. Payments to Cede & Co...................................................................................11Section 2.13. Registration, Transfer, and Exchange..............................................................11Section 2.14. Cancellation of Series 2016 Bonds ..................................................................12Section 2.15. Mutilated, Lost, or Stolen Series 2016 Bonds .................................................12Section 2.16. Additional Senior Lien Parity Obligations ......................................................14Section 2.17. Additional Junior Lien Parity Obligations.......................................................14Section 2.18. Limited Obligations .........................................................................................15

ARTICLE III.

REDEMPTION OF THE SERIES 2016 BONDS

Section 3.1. Redemption Prices and Terms .........................................................................15Section 3.2. Redemption at the Election or Direction of the Authority...............................16Section 3.3. Redemption Otherwise Than at Authority’s Election or Direction .................17Section 3.4. Selection of Series 2016 Bonds to be Redeemed.............................................17Section 3.5. Notice of Redemption ......................................................................................17

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Section 3.6. Payment of Redeemed Series 2016 Bonds ......................................................18Section 3.7. Conditional Notices of Redemption.................................................................18Section 3.8. Purchase of Series 2016 Bonds at Any Time...................................................19Section 3.9. Effect of Redemption.......................................................................................19

ARTICLE IV.

FORM OF BONDS

Section 4.1. Forms ...............................................................................................................20Section 4.2. CUSIP Registration..........................................................................................20

ARTICLE V.

SECURITY FOR THE SERIES 2016 BONDS; ESTABLISHMENT OF SERIES 2016 ACCOUNTS; FLOW OF FUNDS; PROCEEDS & DISBURSEMENTS

Section 5.1. Security for the Series 2016 Bonds..................................................................20Section 5.2. The Series 2016 Bonds Not Payable from Taxes ............................................20Section 5.3. Establishment of Additional Accounts for the Series 2016 Bonds..................20Section 5.4. Flow of Funds ..................................................................................................21Section 5.5. Application of Proceeds...................................................................................21Section 5.6. Disbursements for Costs of Issuance ...............................................................21Section 5.7. Disbursements for Project Costs......................................................................22Section 5.8. Trustee May Rely on Letter of Instructions and Requisitions .........................22

ARTICLE VI.

FEDERAL TAX COVENANTS

Section 6.1. Federal Income Tax Exclusion ........................................................................22Section 6.2. Series 2016 Senior Rebate Account.................................................................25

ARTICLE VII.

CONTINUING DISCLOSURE UNDERTAKING

Section 7.1. Annual Reports ................................................................................................27Section 7.2. Event Notices ...................................................................................................27Section 7.3. Limitations, Disclaimers, and Amendments....................................................28

ARTICLE VIII.

MISCELLANEOUS

Section 8.1. Severability ......................................................................................................30Section 8.2. Parties Interested..............................................................................................30Section 8.3. Series 2016 Bonds Not Obligations of State....................................................30

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Section 8.4. Preservation and Inspection of Documents......................................................30Section 8.5. Filing of Security Instruments .........................................................................30Section 8.6. No Recourse on the Series 2016 Bonds...........................................................30Section 8.7. No Individual Liability ....................................................................................31Section 8.8. Indenture to Constitute Contract ......................................................................31Section 8.9. Governing Law ................................................................................................31Section 8.10. Execution in Several Counterparts...................................................................31Section 8.11. Effective Date ..................................................................................................31

ARTICLE IX.

PROVISIONS RELATING TO RESERVE REQUIREMENT

Section 9.1. Reserve Requirement .......................................................................................31

Exhibit A: Form of Series 2016 BondExhibit B: Form of Requisition Requesting Disbursement To Pay Project Costs

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FIRST SUPPLEMENTAL TRUST INDENTURE

THIS FIRST SUPPLEMENTAL TRUST INDENTURE, dated as of _________________, 2016 (this “First Supplemental Indenture”), is made by and between the ALAMO REGIONAL MOBILITY AUTHORITY (together with any successor to its rights, duties, and obligations hereunder, the “Authority”), a body politic and corporate and a political subdivision of the State of Texas (the “State”) duly created, organized and existing under the laws of the State, and _________________________________, as trustee (together with any successor trustee hereunder, the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning as provided in Section 1.1 of this First Supplemental Indenture.

RECITALS

WHEREAS, the Authority is a regional mobility authority created pursuant to the request of Bexar County (the “County”) and operating pursuant to Chapter 370 of the Texas Transportation Code (the “Act”) and is a body politic and corporate and political subdivision of the State; and

WHEREAS, Section 502.402 of the Texas Transportation Code (the “Authorizing Law”) authorizes certain counties, including the County, to impose an additional motor vehicle registration fee, not to exceed $10.00, for vehicles registered in such county to be used for long-term transportation projects; and

WHEREAS, on August 29, 2013, the Commissioners Court of the County ordered the adoption and imposition of the Optional Vehicle Registration Fee pursuant to and in accordance with the Authorizing Law; and


WHEREAS, the County and the Authority have entered into the Funding Agreement to authorize the acquisition, construction, operation and maintenance of transportation projects consistent with Section 7-a, Article VIII, Texas Constitution, and to authorize the pledge and expenditure of all amounts collected under the Optional Vehicle Registration Fee to any Obligations issued by the Authority to finance such projects; and

WHEREAS, such projects shall consist of long-term transportation projects in the County that are consistent with the purposes of Section 7-a, Article VIII, Texas Constitution as required by the Authorizing Law and that are “transportation projects” under the Act; and

WHEREAS, pursuant to the Act and other applicable laws, including Chapter 1371, Texas Government Code, as amended, the Authority is authorized to issue revenue bonds, notes, certificates or other obligations as hereinafter provided, to enter into this First Supplemental Indenture, and to enter into credit agreements in connection therewith; and

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WHEREAS, the Authority and the Trustee have concurrently executed and delivered the Master Indenture, providing for the issuance from time to time by the Authority of one or more series of Obligations secured by and payable from the Trust Estate; and

WHEREAS, Article III of the Master Indenture authorizes the Authority and the Trustee to execute and deliver a Supplemental Indenture, authorizing the issuance of Obligations of a Series and to include any other matters and things relative to such Obligations which are not inconsistent with or contrary to the Master Indenture, to add to the covenants of the Authority, and to pledge other moneys, securities or funds as part of the Trust Estate; and

WHEREAS, the Authority has determined to issue its Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016, in an aggregate principal amount of $_____________ (the “Series 2016 Bonds”) pursuant to the Master Indenture and this First Supplemental Indenture to (i) pay a portion of the costs of the Projects (as defined in this First Supplemental Indenture); (ii) [fund a debt service reserve fund]; and (iii) pay costs of issuance for the Series 2016 Bonds, all under and in accordance with the Constitution and the laws of the State; and

WHEREAS, the execution and delivery of this First Supplemental Indenture and the issuance of the Series 2016 Bonds have been in all respects duly and validly authorized by aresolution adopted by the Board of Directors of the Authority; and

WHEREAS, the Trustee has accepted the trusts created by the Master Indenture and this First Supplemental Indenture and in evidence thereof has joined in the execution and delivery hereof; and

WHEREAS, except as provided herein, all acts and conditions and things required by the laws of the State to happen, exist and be performed precedent to execution and delivery of this First Supplemental Indenture have happened, exist and have been performed as so required in order to make the Master Indenture, as supplemented by this First Supplemental Indenture, a valid, binding, and legal instrument for the security of the Series 2016 Bonds and a valid and binding agreement in accordance with its terms;

NOW, THEREFORE, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Series 2016 Bonds by the Owners thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the further purpose of fixing and declaring the terms and conditions upon which the Series 2016 Bonds are to be issued, authenticated, delivered and accepted by the Owners thereof, the Authority and the Trustee do hereby mutually covenant and agree, for the equal and proportionate benefit of the respective Owners, from time to time, of the Obligations, including the Series 2016 Bonds, as follows:

ARTICLE I.


Section 1.1. Definitions. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Master Indenture. In this First Supplemental

3#5077906.8

Indenture, the following terms shall have the following meanings, unless the context clearly indicates otherwise:

“Act” shall have the meaning assigned to such term in the recitals of this First Supplemental Indenture.

“Annual Financial Information” shall mean the financial information and operating dataof the type included in the Official Statement under the headings [“THE OPTIONAL VEHICLE REGISTRATION FEE-Table 1- Optional Vehicle Registration Fee Collections and Projected Pledged Vehicle Fee Revenues’’, “Table 2 - Debt Service Requirements and Coverage,” “INVESTMENT AUTHORITY - Table 3 - Current Investments” and in Appendix B of the Official Statement; provided however, only actual historical information will be provided from Tables 1 and 2. Only actual historical information of the type set forth under the headings “Actual Optional Vehicle Registration Fee Collections”, “Senior Lien Coverage”, and “Surplus Revenues” from Tables 1 and 2 of the Official Statement will be shown as a five-year historical table as such information becomes available.]


“Authorized Denomination” shall mean, with respect to the Series 2016 Bonds, authorized denominations of $5,000 and integral multiples of $5,000 in excess thereof.

“Authorizing Law” shall have the meaning assigned to such term in the recitals of this First Supplemental Indenture.

“Average Annual Debt Service” shall mean the total Annual Debt Service (as of the date of the calculation) divided by the remaining number of years until the final maturity of the applicable Obligations. The Average Annual Debt Service calculated under this First Supplemental Indenture shall remain in effect until the next date when such calculation is required under the Indenture. For the purposes of calculating the Average Annual Debt Service, any fractional year shall be included in the calculation as a full year.

“Blanket Letter of Representations” shall mean the Blanket Letter of Representations between the Authority and DTC.

“Bond Year” shall mean each one-year period that ends at the close of business on theanniversary of the Issuance Date and on the date of final maturity of the Series 2016 Bonds. The last Bond Year may be a shorter period.

“Code” means the Internal Revenue Code of 1986, as amended, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code and (d) the Regulations promulgated under the provisions described in (b) and (c).

“Comptroller” shall mean the Comptroller of Public Accounts of the State of Texas.

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“Computation Date” shall mean each Installment Computation Date and the FinalComputation Date.

“Costs of Issuance” shall mean costs to the extent incurred in connection with, and allocable to, the issuance of the Series 2016 Bonds within the meaning of Section 147(g) of the Code. For example, Costs of Issuance include the following costs, but only to the extent incurred in connection with, and allocable to, the borrowing: underwriters’ spread; counsel fees; financial advisory fees; fees paid to an organization to evaluate the credit quality of an issue; trustee fees; paying agent fees; bond registrar, certification and authentication fees; accounting fees; printing costs for bonds and offering documents; public approval process costs; engineering and feasibility study costs; guarantee fees, other than qualified guarantees; and similar costs.


“Dated Date” shall mean _________________, 2016.

“DTC” shall mean The Depository Trust Company of New York, New York, and its successors and assigns.

“DTC Participant” shall mean brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among such participants.

“EMMA” shall mean the Electronic Municipal Market Access website of the MSRB, with the current web address www.emma.msrb.org.

“Final Computation Date” shall mean the date on which final payment in full of an Outstanding Series 2016 Bond is made.

“First Supplemental Indenture” shall mean this First Supplemental Trust Indenture by and between the Authority and the Trustee, dated as of _________________ 1, 2016, together with any amendments hereto.

“Fiscal Year” shall mean the year beginning each October 1 and ending the following September 30.

“Indenture” shall mean the Master Indenture, as amended by this First Supplemental Indenture and the Second Supplemental Indenture, and as it may be further amended or supplemented from time to time in accordance with the terms thereof.

“Initial Bond” shall mean the initial bond of the Series 2016 Bonds registered by the Comptroller and numbered T-1.

“Installment Computation Date” shall mean the last day of the fifth Bond Year and each succeeding fifth Bond Year.

“Interest Payment Date” shall mean with respect to the Series 2016 Bonds, each June 15and December 15, commencing on ________________, 2016.

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“Issuance Date” shall mean the date of initial issuance and delivery of the Series 2016Bonds to the Underwriters, in exchange for payment of the purchase price of such Series 2016Bonds.

“Master Indenture” shall mean the Master Trust Indenture dated as of _________________, 2016, between the Authority and the Trustee.

“Maximum Annual Debt Service” shall mean, as of the calculation date, the greatest amount of the Annual Debt Service for the applicable Obligations calculated for any future Fiscal Year or 12-month period.

“MSRB” means the Municipal Securities Rulemaking Board. Until such time as the SECor the MSRB shall determine otherwise, information to be filed with the MSRB pursuant to Article VII of this First Supplemental Indenture will be submitted through EMMA maintained by the MSRB.

“Official Statement” shall mean the final official statement dated _____________, 2016prepared and distributed in connection with the offering and sale of the Series 2016 Bonds and all amendments and supplements thereto.

“Paying Agent” initially shall mean, with respect to the Series 2016 Bonds, the Trustee, and its successors.

“Projects” shall mean the design, development, construction, improvement, extension or expansion of long-term transportation projects in the County that are consistent with the purposes of Section 7-a, Article VIII, Texas Constitution as required by the Authorizing Law and that are “transportation projects” under the Act.

“Project Costs” shall mean any costs associated with the Projects that are authorized under the Act and the Authorizing Law to be paid with proceeds of the Series 2016 Bonds.

“Rebate Amount” has the meaning ascribed in Section 1.148 3(b) of the Regulations and generally means the excess as of any date of the future value of all receipts on nonpurpose investments over the future value of all payments on nonpurpose investments all as determined in accordance with Section 1.148-3 of the Regulations.

“Rebate Analyst” means a person that is (i) qualified and experienced in the calculation of rebate payments under Section 148 of the Code and in compliance with the arbitrage rebate Regulations promulgated under the Code and (ii) engaged for the purpose of determining the Rebate Amount.

“Record Date” shall mean, for any Interest Payment Date, the first calendar day of the month for such Interest Payment Date.


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“Reserve Requirement” shall mean, initially, with respect to the Series 2016 Bonds, [1.25 times the Average Annual Debt Service of the Series 2016 Bonds/the Maximum Annual Debt Service of the Series 2016 Bonds/ten percent (10%) of the aggregate proceeds of the Series 2016Bonds (within the meaning of Section l.148- 2(f)(2)(ii) of the Regulations)], which is equal to $__________ and is being funded with [proceeds of the Series 2016 Bonds or a Reserve Fund Surety Policy in accordance with Article IX hereof.]

“Rule” means Rule 15c2-12, as amended from time to time, adopted by the SEC under the Securities Exchange Act of 1934.

“SEC” shall mean the United States Securities and Exchange Commission.

“Second Supplemental Indenture” shall mean the Second Supplemental Trust Indenture by and between the Authority and the Trustee, dated as of _________________, 2016, together with any amendments thereto.

“Securities Depository” shall mean DTC, and any successor Securities Depository appointed pursuant to Section 2.11 of this First Supplemental Indenture.

“Series 2016 Bonds” shall have the meaning assigned to such term in the recitals of this First Supplemental Indenture.

“Series 2016 Senior Construction Account’’ shall mean the account by that name established pursuant to Section 5.3(a) hereof.

“Series 2016 Senior Cost of Issuance Account” shall mean the account by that name established pursuant to Section 5.3(d) hereof.

“Series 2016 Senior Debt Service Account” shall mean the account by that name established pursuant to Section 5.3(b) hereof.

“Series 2016 Senior Debt Service Reserve Account” shall mean the account by that name established pursuant to Section 5.3(c) hereof.

“Series 2016 Senior Rebate Account” shall mean the account by that name established pursuant to Section 6.2 hereof and such subaccounts therein as may be established pursuant to the Indenture.

“Special Payment Date” shall have the meaning assigned to such term in Section 2.8hereof.

“Special Record Date” shall have the meaning assigned to such term in Section 2.8hereof.

“Trustee” shall mean _________________________________, and its successors in trust under the Indenture.

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“Underwriters” shall mean Morgan Stanley & Co. Incorporated, Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Seibert Brandford Shank & Co., L.L.C.

Section 1.2. Recitals, Table of Contents, Titles and Headings. The terms and phrases used in the recitals of this First Supplemental Indenture have been included for convenience of reference only and the meaning, construction and interpretation of such words and phrases for purposes of this First Supplemental Indenture shall be determined solely by reference to Section 1.1 hereof and the Master Indenture. The table of contents, titles and headings of the articles and sections of this First Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this First Supplemental Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise.

Section 1.3. Interpretations. All terms defined herein and all pronouns used in this First Supplemental Indenture shall be deemed to apply equally to singular and plural and to all genders. This First Supplemental Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Series 2016 Bonds and the validity of the pledge of and lien on the Trust Estate to secure the payment of the Series 2016 Bonds.

Section 1.4. Authority for Supplemental Indenture. This First Supplemental Indentureis supplemental to the Master Indenture and is adopted pursuant to the provisions of the Act and Article III and Article X of the Master Indenture.

ARTICLE II.


Section 2.1. Name, Amount, Purpose, Authorization. In accordance with and subject to the terms, conditions, and limitations hereof and in the Master Indenture, the Series 2016Bonds shall be issued in fully registered form in the original principal amount of $_____________ and shall be known and designated as “ALAMO REGIONAL MOBILITY AUTHORITY SENIOR LIEN VEHICLE REGISTRATION FEE REVENUE BONDS, SERIES 2016.” The Series 2016 Bonds shall be issued for the purpose of (i) paying the Project Costs, (ii) funding the Series 2016 Senior Debt Service Reserve Account, and (iii) paying Costs of Issuance, all under and pursuant to the Authorizing Law and all other applicable law. The Series 2016 Bonds are designated as Senior Lien Parity Obligations and as Long-Term Obligations under the Master Indenture.

Section 2.2. Dated Date, Interest Rates and Maturity Dates. The Series 2016 Bonds shall be dated the Dated Date. The Series 2016 Bonds shall bear interest at the rates per annum shown below from their Issuance Date (anticipated to be ________________, 2016), computed on the basis of a 360-day year consisting of twelve 30-day months, payable semiannually on each Interest Payment Date until stated maturity or prior redemption, and shall mature on June 15 in the years and in the amounts shown below, unless earlier called for redemption:

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Maturity Date(June 15) Principal Amount ($) Interest Rate (%)

Section 2.3. Initial Bond, Numbers and Denominations. The Initial Bond shall be numbered T-1 and the definitive Series 2016 Bonds delivered in exchange for the Initial Bond shall be numbered in sequence beginning with R-1. Series 2016 Bonds delivered on transfer of or in exchange for other Series 2016 Bonds shall be numbered in the order of their authentication by the Paying Agent, shall be in Authorized Denominations, and shall mature on the same date and bear interest at the same rate as the Series 2016 Bond or Series 2016 Bonds in lieu of which they are delivered.

Section 2.4. Approval, Registration and Initial Delivery. The Authorized Representative is hereby authorized to have control and custody of the Series 2016 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Authorized Representative, the Chair of the Board, the Secretary of the Board and other officials and employees of the Authority are hereby authorized, directed and instructed to make such certifications and to execute such instruments (including the printed facsimile signature) as may be necessary to accomplish the delivery of the Series 2016 Bonds and to assure the investigation,examination, and approval thereof by the Attorney General of the State of Texas and the registration of the Initial Bond by the Comptroller. Upon registration of the Initial Bond, the Comptroller (or a deputy designated in writing to act for him) shall be requested to sign manually the Comptroller’s Registration Certificate prescribed herein to be attached or affixed to the InitialBond and the seal of the Comptroller shall be impressed or printed or lithographed thereon.

Section 2.5. Execution of the Bonds. (a) The Series 2016 Bonds shall be sealed by the Authority’s manual or facsimile seal and signed by the Chair of the Board and countersigned by the Secretary of the Board, by their manual or facsimile signatures. Such facsimile signatures and seal on the Series 2016 Bonds shall have the same effect as if each of the Series 2016 Bonds had been signed and sealed manually and in person by each of said officers.

(b) In the event that any officer of the Authority whose manual or facsimile signature appears on the Series 2016 Bonds ceases to be such officer before the authentication of such Series 2016 Bonds or before the delivery of such Series 2016 Bonds, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office.

(c) Except as provided below, no Series 2016 Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of the Indenture unless and until there appears thereon the Certificate of Authentication substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the

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Paying Agent. It shall not be required that the same officer or authorized signatory of the Paying Agent sign the Certificate of Authentication on all the Series 2016 Bonds. In lieu of the executed Certificate of Authentication described above, the Initial Bond delivered on the Issuance Date shall have attached thereto the Comptroller’s Registration Certificate substantially in the form provided herein, manually executed by the Comptroller, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Authority, and has been registered by the Comptroller.

(d) On the Issuance Date, one Initial Bond, representing the entire principal amount of all the Series 2016 Bonds, payable in stated installments to the Underwriters, or their designee, executed by manual or facsimile signature of the Chair and Secretary of the Board of the Authority, approved by the Attorney General, and registered and manually signed by the Comptroller, shall be delivered to the Underwriters or their designee. Upon payment for the Initial Bond, the Paying Agent shall cancel the Initial Bond and deliver, or held in custody for the benefit of DTC, registered definitive Series 2016 Bonds to DTC in accordance with Section 2.10 hereof.

Section 2.6. Payment of Principal and Interest. The Trustee is hereby appointed as the Paying Agent for the Series 2016 Bonds. The principal of the Series 2016 Bonds shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the designated corporate trust office ofthe Paying Agent. The interest on each Series 2016 Bond shall be payable on each Interest Payment Date, by check mailed by the Paying Agent on or before each Interest Payment Date to the Owner of record as of the Record Date.

If the date for the payment of principal or interest on any Series 2016 Bond is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date such payment was originally due.

Section 2.7. Successor Paving Agents. The Authority covenants that at all times while any Series 2016 Bonds are Outstanding it will provide a commercial bank or trust company under the laws of the State of Texas or other entity duly qualified and legally authorized to act as Paying Agent for the Series 2016 Bonds. The Authority reserves the right to replace the Paying Agent for the Series 2016 Bonds on not less than sixty (60) days written notice to the Paying Agent, so long as any such notice is effective not less than sixty (60) days prior to the next succeeding principal or interest payment date on the Series 2016 Bonds. Promptly upon the appointment of any successor Paying Agent, the previous Paying Agent shall deliver the Register or a copy thereof to the new Paying Agent, and the new Paying Agent shall notify each Owner, by United States mail, first class postage prepaid, of such change and of the designated corporate trust office of the new Paying Agent. Each Paying Agent hereunder, by acting in that capacity, shall be deemed to have agreed to the provisions of the Indenture applicable to the Paying Agent.

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Section 2.8. Special Record Date. If interest on any Series 2016 Bond is not paid on any Interest Payment Date and continues unpaid for thirty (30) days thereafter, the Paying Agent shall establish a new record date for the payment of such interest, to be known as a “Special Record Date.” The Paying Agent shall establish a Special Record Date when funds to make such interest payment are received from or on behalf of the Authority. Such Special Record Date shall be fifteen (15) days prior to the date fixed for payment of such past due interest (the “Special Payment Date”), and notice of the Special Payment Date shall be sent by United States mail, first class, postage prepaid, not later than five (5) days prior to the Special Payment Date, to each Owner of record of an affected Series 2016 Bond on the Special Record Date.

Section 2.9. Ownership; Unclaimed Principal and Interest. Subject to the further provisions of this Section, the Authority, the Paying Agent and any other Person may treat the Person in whose name any Series 2016 Bond is registered as the absolute Owner of such Series 2016 Bond for the purpose of making and receiving payment of the principal of or interest on such Series 2016 Bond, and for all other purposes, whether or not such Series 2016 Bond is overdue, and neither the Authority nor the Paying Agent shall be bound by any notice or knowledge to the contrary. All payments made to the Person deemed to be the Owner of any Series 2016 Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the Authority and the Paying Agent upon such Series 2016 Bond to the extent of the sums paid.

Amounts held by the Paying Agent which represent principal of and interest on the Series 2016 Bonds remaining unclaimed by the Owner after the expiration of three years from the date such amounts have become due and payable shall be remitted to the Authority except to the extent that they are required by law to be reported and disposed of by the Paying Agent inaccordance with the applicable provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended.

Section 2.10. Book-Entry Only System. (a) The definitive Series 2016 Bonds shall be initially issued in the form of a separate single fully registered Series 2016 Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Series 2016 Bond shall be registered in the name of Cede & Co., as nominee of DTC, and, except as provided in Section2.11 hereof, all of the Outstanding Series 2016 Bonds shall be registered in the name of Cede &Co., as nominee of DTC.

(b) With respect to Series 2016 Bonds registered in the name of Cede & Co., as nominee of DTC, the Authority and the Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such DTC Participant holds an interest in the Series 2016 Bonds, except as provided in this First Supplemental Indenture. Without limiting the immediately preceding sentence, the Authority and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Series 2016 Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the Series 2016 Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any amount with respect to principal of, premium, if any, or interest on the Series 2016 Bonds. Notwithstanding any other provision of this First

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Supplemental Indenture to the contrary, the Authority and the Paying Agent shall be entitled to treat and consider the Person in whose name each Series 2016 Bond is registered in the Register as the absolute Owner of such Series 2016 Bond for the purpose of payment of principal of, premium, if any, and interest on such Series 2016 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2016 Bond, for the purpose of registering transfer with respect to such Series 2016 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2016Bonds only to or upon the order of the respective Owners, as shown in the Register as provided in this First Supplemental Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of principal of, premium, if any, and interest on the Series 2016 Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the Authority to make payments of amounts due pursuant to this First Supplemental Indenture. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this First Supplemental Indenture with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word “Cede & Co.” in this First Supplemental Indenture shall refer to such new nominee of DTC.

Section 2.11. Successor Securities Depository; Transfer Outside Book-Entry Only System. In the event that the Authority or the Paying Agent determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Letter of Representations, and that it is in the best interest of the beneficial owners of the Series 2016 Bonds that they shall be able to obtain certificated bonds, or in the event DTC discontinues the services described herein, the Authority shall (i) appoint a successor Securities Depository, qualified to act as such underSection 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor Securities Depository and transfer one or more separate bonds to such successor Securities Depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Series 2016 Bonds and transfer one or more separate Series 2016 Bonds to DTC Participants having Series 2016 Bonds credited to their DTC accounts, as identified by DTC. In such event, the Series 2016 Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor Securities Depository, or its nominee, or in whatever name or names Owners transferring or exchanging Series 2016 Bonds shall designate, in accordance with the provisions of this First Supplemental Indenture.

Section 2.12. Payments to Cede & Co. Notwithstanding any other provision of this First Supplemental Indenture to the contrary, so long as any Series 2016 Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of premium, if any, and interest on such Series 2016 Bonds, and all notices with respect to such Series 2016Bonds, shall be made and given, respectively, in accordance with the Blanket Letter of Representations.

Section 2.13. Registration, Transfer, and Exchange. So long as any Series 2016 Bonds remain Outstanding, the Paying Agent shall keep the Register at its designated corporate trust

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office and, subject to such reasonable regulations as it may prescribe, the Paying Agent shall provide for the registration and transfer of Series 2016 Bonds in accordance with the terms of this First Supplemental Indenture.

Each Series 2016 Bond shall be transferable only upon the presentation and surrender thereof at the designated corporate trust office of the Paying Agent, duly endorsed for transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent. Upon due presentation of any Series 2016 Bond in proper form for transfer, the Paying Agent shall authenticate and deliver in exchange therefor, within three (3) Business Days after such presentation, a new Series 2016Bond, registered in the name of the transferee or transferees, in Authorized Denominations and of the same maturity, aggregate principal amount, and Dated Date, and bearing interest at the same rate as the Series 2016 Bond so presented.

All Series 2016 Bonds shall be exchangeable upon presentation and surrender thereof at the designated corporate trust office of the Paying Agent for a Series 2016 Bond of like maturity, Dated Date, and interest rate and in any Authorized Denomination, in an aggregate amount equal to the unpaid principal amount of the Series 2016 Bonds presented for exchange. The Paying Agent shall be and is hereby authorized to authenticate and deliver exchange Series 2016 Bonds in accordance with the provisions of this Section. Each Series 2016 Bond delivered in accordance with this Section shall be entitled to the benefits and security of this First Supplemental Indenture to the same extent as the Series 2016 Bonds in lieu of which such Series 2016 Bond is delivered.

The Authority or the Paying Agent may require the Owner of any Series 2016 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed inconnection with the transfer or exchange of such Series 2016 Bond. Any fee or charge of the Paying Agent for such transfer or exchange shall be paid by the Authority.

The Paying Agent shall not be required to transfer or exchange any Series 2016 Bond during the period beginning on a Record Date or a Special Record Date and ending on the next succeeding Interest Payment Date or to transfer or exchange any Series 2016 Bond called for redemption during the period beginning thirty (30) days prior to the date fixed for redemption and ending on the date fixed for redemption; provided, however, that this limitation shall not apply to the exchange by the Owner of the unredeemed portion of a Series 2016 Bond called for redemption in part.

Section 2.14. Cancellation of Series 2016 Bonds. All Series 2016 Bonds paid or redeemed in accordance with this First Supplemental Indenture, and all Series 2016 Bonds in lieu of which exchange Series 2016 Bonds or replacement Series 2016 Bonds are authenticated and delivered in accordance herewith, shall be cancelled by the Paying Agent and retained in accordance with the Paying Agent’s document retention policies. Upon request of the Authority therefor, the Paying Agent shall furnish the Authority with appropriate certificates of cancellation of such Series 2016 Bonds.

Section 2.15. Mutilated, Lost, or Stolen Series 2016 Bonds. Upon the presentation and surrender to the Paying Agent of a mutilated Series 2016 Bond, the Paying Agent shall

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authenticate and deliver in exchange therefor a replacement Series 2016 Bond of like maturity, Dated Date, interest rate and principal amount, bearing a number not contemporaneously Outstanding. If any Series 2016 Bond is lost, apparently destroyed, or wrongfully taken, the Authority, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Series 2016 Bond has been acquired by a bona fide purchaser, shall execute and the Paying Agent shall authenticate and deliver a replacement Series 2016 Bond of like maturity, Dated Date, interest rate and principal amount, bearing a number not contemporaneously Outstanding.

The Authority or the Paying Agent may require the Owner of such Series 2016 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Paying Agent. The Authority or the Paying Agent may require the Owner of a lost, apparently destroyed or wrongfully taken Series 2016 Bond, before any replacement Series 2016 Bond is issued, to:

(i) furnish to the Authority and the Paying Agent satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Series 2016Bond;

(ii) furnish such security or indemnity as may be required by the Paying Agent to save the Paying Agent and the Authority harmless;

(iii) pay all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent and any tax or other governmental charge that may be imposed; and

(iv) meet any other reasonable requirements of the Authority and the Paying Agent.

If, after the delivery of such replacement Series 2016 Bond, a bona fide purchaser of the original Series 2016 Bond in lieu of which such replacement Series 2016 Bond was issued presents for payment such original Series 2016 Bond, the Authority and the Paying Agent shall be entitled to recover such replacement Series 2016 Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Authority or the Paying Agent in connection therewith.

If any such mutilated, lost, apparently destroyed or wrongfully taken Series 2016 Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a replacement Series 2016 Bond, authorize the Paying Agent to pay such Series 2016Bond.

Each replacement Series 2016 Bond delivered in accordance with this Section shall be entitled to the benefits and security of the Indenture to the same extent as the Series 2016 Bond or Series 2016 Bonds in lieu of which such replacement Series 2016 Bond is delivered.

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Section 2.16. Additional Senior Lien Parity Obligations. The Authority reserves the right to issue, for any lawful purpose (including the refunding of any Outstanding Bonds), one or more Series of Additional Senior Lien Bonds (including corresponding Credit Agreements) payable from and secured by a first lien on and pledge of the Trust Estate, on parity with the Series 2016 Bonds and any other Series of Outstanding Senior Lien Bonds; provided, however, that no additional Senior Lien Parity Obligations may be issued unless:

(a) There shall be on deposit in the Senior Lien Debt Service Reserve Fund (in the particular relevant accounts), after the issuance of the Additional Senior Lien Bonds, an amount equal to the respective Reserve Requirement(s) for the particular Series of Senior Lien Bonds that will be Outstanding after the issuance of such Additional Senior Lien Bonds;

(b) The Authority provides to the Trustee the documents and instruments set forth in Section 3.02 or 3.07, as applicable, of the Master Indenture that are applicable to such additional Senior Lien Parity Obligations; and

(c) The Authority has received a certificate (dated within sixty (60) days of the date of issuance of such Additional Senior Lien Bonds) of its Financial Advisor or certified public accountant which provides that Pledged Vehicle Fee Revenues over the immediately preceding Fiscal Year or for a twelve (12) consecutive calendar month period out of the 18 month period immediately preceding the month in which the Supplemental Indenture(s)authorizing such Additional Senior Lien Bonds is adopted, were at least (i) [135] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, (ii) [125] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds and Junior Lien Bonds, and (iii) [110] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, Junior Lien Bonds and Subordinate Lien Bonds, in each case, taking into account the Additional Senior Lien Bonds to be issued and any other Series of additional Bonds to be issued simultaneously therewith; provided however, such requirement shall not apply to the issuance of any Series of Additional Senior Lien Bonds for refunding purposes so long as the aggregate amount of payments to be made under the refunding bonds does not exceed the aggregate amount of payments that would have been made under the terms of the Bonds being refunded.

Section 2.17. Additional Junior Lien Parity Obligations. The Authority reserves the right to issue, for any lawful purpose (including the refunding of any Outstanding Obligations), one or more Series of Additional Junior Lien Bonds (including corresponding Credit Agreements) payable from and secured by a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations, and on parity with the pledge of and lien on the Trust Estate securing any Outstanding Junior Lien Bonds; provided, however, that no additional Junior Lien Parity Obligations may be issued unless:

(a) There shall be on deposit in the Junior Lien Debt Service Reserve Fund (in the particular relevant accounts), after the issuance of the Additional Junior Lien Bonds, an amount equal to the respective Reserve Requirement(s) for the particular Series of Junior Lien Bonds that will be Outstanding after the issuance of such Additional Junior Lien Bonds;

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(b) The Authority provides to the Trustee the documents and instruments set forth in Section 3.02 or 3.07, as applicable, of the Master Indenture that are applicable to such additional Junior Lien Parity Obligations; and

(c) The Authority has received a certificate (dated within sixty (60) days ofthe date of issuance of such Additional Junior Lien Bonds) of its Financial Advisor or certified public accountant which provides that Pledged Vehicle Fee Revenues over the immediately preceding Fiscal Year or for a twelve (12) consecutive calendar month period out of the 18 month period immediately preceding the month in which the Supplemental Indenture(s) authorizing such Additional Junior Lien Bonds is adopted, were at least (i) [125] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds and Junior Lien Bonds, and(ii) [110] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, Junior Lien Bonds and Subordinate Lien Bonds, in each case, taking into account the Additional Junior Lien Bonds to be issued and any other Series of additional Bonds to be issued simultaneously therewith; provided however, such requirement shall not apply to the issuance of any Series of Additional Junior Lien Bonds for refunding purposes so long as the aggregate amount of payments to be made under the refunding bonds does not exceed the aggregate amount of payments that would have been made under the terms of the Bonds being refundedthereby.

Notwithstanding any other provision of this Section 2.17 to the contrary, the Authority may issue the Series 2016 Junior Lien Bonds (as defined in the Master Indenture) without compliance with the provisions of Subsections (a) and (c) of this Section 2.17.

Section 2.18. Limited Obligations. THE SERIES 2016 BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NO ASSURANCE CAN BE GIVEN THAT THE PLEDGED VEHICLE FEE REVENUES WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE SERIES 2016 BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TO INCREASE THE RATE OR AMOUNT OF THE VEHICLE REGISTRATION FEE PER VEHICLE. THE SERIES 2016 BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS NOR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS.

ARTICLE III.


Section 3.1. Redemption Prices and Terms. The Series 2016 Bonds shall not be subject to redemption prior to maturity except as follows:

(a) Optional Redemption. The Authority reserves the right, at its option, to redeem the Series 2016 Bonds having stated maturities on and after _____________, 20__, in whole or in part, in Authorized Denominations, on _____________, 20__ or any date thereafter, at a price of par plus accrued interest to, but not including, the date of redemption.

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(b) Mandatory Sinking Fund Redemption of Series 2016 Bonds. The Series 2016 Bonds maturing on _____________, 20__ and __________, 20__ (the “Term Bonds”) are subject to mandatory sinking fund redemption prior to maturity on the Mandatory Sinking Fund Redemption Installment Payment Dates and in the amounts shown below, at a redemption price of 100% of the principal amount of the Term Bonds being redeemed, plus accrued and unpaid interest to, but not including, the date of redemption:

TERM BONDS MATURING___________, 20__

Redemption Date Principal Amount ($)

*Maturity

TERM BONDS MATURING______________, 20__


*Maturity

The principal amount of the Term Bonds required to be redeemed on any redemption date pursuant to a mandatory sinking fund redemption shall be reduced by the Trustee, at the option of the Authority, by the principal amount of any Term Bonds having the same maturity and bearing the same interest rate which (i) at least 45 days prior to the mandatory sinking fund redemption date have been (A) acquired by the Authority and delivered to the Trustee for cancellation, (B) acquired and cancelled by the Trustee at the written direction of the Authority, or (C) redeemed other than pursuant to mandatory sinking fund redemption, and (ii) have not been previously credited against a mandatory sinking fund redemption.

Section 3.2. Redemption at the Election or Direction of the Authority. In the case of any redemption of Series 2016 Bonds at the election or direction of the Authority, the Authority shall give written notice to the Trustee, in the form of a Letter of Instructions, of the Authority’selection or direction to redeem, of the redemption date, and of the aggregate principal amounts of Series 2016 Bonds of each maturity to be redeemed (and of each interest rate within each such maturity, if more than one), which maturities, interest rates and principal amounts thereof to be redeemed shall be determined by the Authority in its discretion. Such notice shall be given at least thirty-five (35) days prior to the redemption date or such shorter period as shall be acceptable to the Trustee. In the event notice of redemption shall have been given as provided in

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Section 3.5 hereof and subject to the provisions of Section 3.7 hereof, there shall be paid prior to or on the redemption date to the appropriate Paying Agents an amount in cash which, in addition to other moneys, if any, available therefor held by such Paying Agents, will be sufficient to redeem on the redemption date at the redemption price thereof, plus interest accrued and unpaid to, but not including, the redemption date, all of the Series 2016 Bonds to be redeemed.

Section 3.3. Redemption Otherwise Than at Authority’s Election or Direction. Whenever by the terms of the Indenture the Trustee is required or authorized to redeem Series 2016 Bonds otherwise than at the election or direction of the Authority, the Trustee shall select the Series 2016 Bonds to be redeemed in the manner specified herein, give the notice of redemption and pay out moneys available therefor in an amount sufficient to pay the redemption price thereof, plus interest accrued and unpaid to, but not including, the redemption date, to the appropriate Paying Agents in accordance with the terms of this Article III, without the necessity of receipt of a separate notice.

Section 3.4. Selection of Series 2016 Bonds to be Redeemed. If less than all of the Series 2016 Bonds of the same maturity and interest rate shall be called for prior redemption, the particular Series 2016 Bonds or portions of Series 2016 Bonds of such maturity and interest rate to be redeemed shall be selected at random by the Trustee in such manner as the Trustee in itsdiscretion may deem fair and appropriate; provided, however, that any Series 2016 Bond redeemed in part shall be redeemed in an amount such that the unredeemed portion thereof shall equal an Authorized Denomination, and provided further that, in selecting Series 2016 Bonds for redemption, the Trustee shall treat each Series 2016 Bond in a denomination greater than the minimum Authorized Denomination as representing that number of Series 2016 Bonds of the minimum Authorized Denomination which is obtained by dividing the principal amount of such Series 2016 Bond by the minimum Authorized Denomination.

Section 3.5. Notice of Redemption.

(a) When the Trustee shall receive notice from the Authority of its election or direction to redeem Series 2016 Bonds pursuant to Section 3.2 hereof, and when redemption of Series 2016 Bonds is authorized or required pursuant to Section 3.3 hereof, the Trustee shall give notice, in the name of the Authority, of the redemption of such Series 2016 Bonds, which notice shall specify the series, maturities and interest rates of the Series 2016 Bonds to be redeemed, the redemption date and the method and place or places of payment of the redemption price of such Series 2016 Bonds and, if less than all of the Series 2016 Bonds of any like maturity and interest rate are to be redeemed, the letters and numbers or other distinguishing marks of such Series 2016 Bonds so to be redeemed, and, in the case of Series 2016 Bonds to be redeemed in part only, such notices shall also specify the respective portions of the principal amounts thereof to be redeemed. Subject to Section 3.7 hereof, such notice shall further state that on such date there shall become due and payable upon each Series 2016 Bond to be redeemed the redemption price thereof, or the redemption price of the specified portions of the principal amounts thereof, in the case of Series 2016 Bonds to be redeemed in part only, together with interest accrued and unpaid to, but not including, the redemption date, and that from and after such date interest thereon shall cease to accrue and be payable. Such notice shall be given, not more than sixty (60) and not less than thirty (30) days before the redemption date, by first-class mail, postage prepaid, to the Owner of each Series 2016 Bond which is to be redeemed in whole or in part, at the address

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appearing upon the registration books kept by the Trustee; provided, however, that any such notice required to be sent to a Securities Depository may be sent by any method agreed upon by the Authority, the Trustee and such Securities Depository. The Trustee’s obligation to give notice required by this Section 3.5 shall not be conditioned upon the prior payment to the Trustee of funds sufficient to pay the redemption price of the Series 2016 Bonds to which such notice relates or interest thereon to the redemption date, unless otherwise specified in this First Supplemental Indenture.

(b) In addition to the notice requirements under Subsection (a) of this Section, if the Series 2016 Bonds are registered in the name of the nominee of the Securities Depository, the Trustee shall deliver, by telecopy, notice of a redemption not less than thirty (30) nor more than sixty (60) days prior to the redemption date, or such other number of days prior to the redemption date as is agreed upon, in writing, to the Securities Depository which will allow the Series 2016 Bonds to be timely redeemed on the redemption date.

(c) Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Registered Owner of such Series 2016Bonds receives the notice.

Section 3.6. Payment of Redeemed Series 2016 Bonds. Subject to Section 3.7 hereof, notice having been given in the manner provided in Section 3.5 hereof, the Series 2016 Bonds or portions thereof so called for redemption shall become due and payable on the redemption dateso designated at the redemption price, plus interest accrued and unpaid to, but not including, the redemption date. If there shall be selected for redemption less than all of a Series 2016 Bond, the Authority shall execute, the Paying Agent shall authenticate and deliver, upon the surrender of such Series 2016 Bond, without charge to the Owner thereof, for the unredeemed balance of the principal amount of the Series 2016 Bond so surrendered, Series 2016 Bonds of the same maturity, interest rate and aggregate principal amount in any Authorized Denomination; provided, however, that if the Indenture provides that the redemption price of any Series 2016Bond redeemed in part is payable without the necessity of the presentation and surrender of such Series 2016 Bond, then the Trustee shall note on its records the principal amount so paid and the remaining Outstanding principal amount of such Series 2016 Bond. If, on the redemption date, moneys for the redemption of all the Series 2016 Bonds or portions thereof of the same maturity and interest rate to be redeemed, together with accrued and unpaid interest to the redemption date, shall be held by the Paying Agents so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the redemption date, interest on the Series 2016 Bonds or portions thereof of the same maturity and interest rate so called for redemption shall cease to accrue and become payable. If said moneys shall not be so available on the redemption date, such Series 2016 Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption.

Section 3.7. Conditional Notices of Redemption. The Authority reserves the right to give notice of its election or direction to redeem Series 2016 Bonds under Section 3.2 hereof conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys or Investments (as defined in Article VII of the Master Indenture), in an amount equal to the amount necessary to effect the redemption,

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with the Trustee no later than the redemption date or (ii) that the Authority retains the right to rescind such notice at any time prior to the scheduled redemption date if the Authority delivers a certificate of an Authorized Representative of the Authority to the Trustee instructing the Trustee to rescind the redemption notice, and such notice and redemption shall be of no effect if such moneys or Defeasance Securities are not so deposited or if the notice is rescinded. The Trustee shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Series 2016 Bonds subject to conditional redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an Event of Default. Further, in the case of a conditional redemption, the failure of the Authority to make funds available in part or in whole on or before the redemption date shall not constitute an Event of Default.

Section 3.8. Purchase of Series 2016 Bonds at Any Time. The Trustee, upon the written request of an Authorized Representative of the Authority, shall purchase Series 2016Bonds as specified by an Authorized Representative of the Authority in the open market at a price not exceeding the price specified by an Authorized Representative of the Authority. Such purchase of Series 2016 Bonds may be made with funds available under the Indenture or with other available funds of the Authority. Upon purchase by the Trustee pursuant to this Section 3.8, such Series 2016 Bonds shall be treated as delivered for cancellation pursuant to Section 2.14 hereof. Nothing in the Indenture shall prevent the Authority from purchasing Series 2016Bonds on the open market without the involvement of the Trustee and delivering such Series 2016 Bonds to the Trustee for cancellation pursuant to Section 2.14 hereof. Series 2016 Bonds purchased pursuant to this Section 3.8 that are subject to mandatory sinking fund redemption may be credited as directed by an Authorized Representative against future mandatory sinking fund redemption payments for such Series 2016 Bonds as provided in Section 3.1(b) hereof.

Section 3.9. Effect of Redemption.

(a) Notice of redemption having been given as provided in Section 3.5 of this First Supplemental Indenture, the Series 2016 Bonds or a portion thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Paying Agents do not have moneys on such date fixed for redemption in an amount sufficient for the payment of the redemption price of the Series 2016 Bonds or portions thereof to be redeemed, such Series 2016 Bonds or a portion thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Series 2016 Bonds is presented and surrendered for payment on such date.

(b) If the Authority shall fail to make provision for payment of all sums due on a redemption date, then the Series 2016 Bonds or portion thereof shall continue to bear interest at the rate stated on the Series 2016 Bonds until due provision is made for the payment of same, and such failure of the Authority to make provision for such payment shall not constitute an Event of Default.

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ARTICLE IV.

FORM OF BONDS

Section 4.1. Forms. The form of Series 2016 Bonds, including the Initial Bond, theform of the Paying Agent’s authentication certificate, the form of assignment, and the form of the Comptroller’s Registration Certificate for the Initial Bond to be initially issued, shall be substantially in the form of Exhibit A attached hereto and incorporated herein by reference, with such additions, deletions and variations as may be necessary or desirable and not prohibited by this First Supplemental Indenture, including any legend regarding bond insurance if such insurance is obtained by the Authority.

Section 4.2. CUSIP Registration. The Authority may secure identification numbers through CUSIP Global Services, managed by Standard & Poor’s Services LLC, New York, New York, and may authorize the printing of such numbers on the face of the Series 2016 Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Series 2016Bonds shall be of no significance or effect as regards the legality thereof and neither the Authority nor Bond Counsel to the Authority nor the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Series 2016 Bonds.

ARTICLE V.

SECURITY FOR THE SERIES 2016 BONDS; ESTABLISHMENT OF SERIES 2016ACCOUNTS; FLOW OF FUNDS; PROCEEDS & DISBURSEMENTS

Section 5.1. Security for the Series 2016 Bonds. The Trust Estate is the sole security for the payment of the Series 2016 Bonds. The Series 2016 Bonds are secured by and payable from a first lien on and pledge of the Trust Estate, as set forth in the Master Indenture and this First Supplemental Indenture.

Section 5.2. The Series 2016 Bonds Not Payable from Taxes. The Owners of the Series 2016 Bonds shall never have the right to demand payment of either the principal of or interest on the Series 2016 Bonds out of any funds raised or to be raised by taxation.

Section 5.3. Establishment of Additional Accounts for the Series 2016 Bonds.

(a) Pursuant to Section 4.01 of the Master Indenture, the Authority hereby establishes a separate account within the Construction Fund to be known as the “Series 2016Senior Construction Account.”

(b) Pursuant to Section 4.03 of the Master Indenture, the Authority hereby establishes a separate account within the Senior Lien Debt Service Fund to be known as the “Series 2016 Senior Debt Service Account.”

(c) Pursuant to Section 4.04 of the Master Indenture, the Authority hereby establishes a separate account within the Senior Lien Debt Service Reserve Fund to be known as the “Series 2016 Senior Debt Service Reserve Account” in order to satisfy the Reserve Requirement for the Series 2016 Bonds. The proceeds deposited in such account are solely for

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the benefit of the Owners of the Series 2016 Bonds and are pledged to the payment thereof. [A Reserve Fund Surety Policy issued by ______________ in accordance with Article IX hereof –or – Series 2016 Bond proceeds] is being deposited with the Trustee on the Issuance Date to the credit of such account to satisfy the Reserve Requirement for the Series 2016 Bonds.

(d) Pursuant to Section 4.01 of the Master Indenture, the Authority hereby establishes a separate account to be held by the Trustee and to be known as the “Series 2016Senior Cost of Issuance Account.”

Section 5.4. Flow of Funds.

(a) In addition to the transfers described in this Section 5.4, Section 4.02 of the Master Indenture shall apply to the Series 2016 Bonds in respect to the flow of Pledged Vehicle Fee Revenues.

(b) To the extent the Series 2016 Senior Debt Service Reserve Account contains an amount less than the Reserve Requirement for the Series 2016 Bonds, the Trustee will transfer amounts from the Pledged Revenue Fund into the Series 2016 Senior Debt Service Reserve Account (which has been separately established for the Series 2016 Bonds) in the same manner and priority as the “Senior Lien Debt Service Reserve Fund” is funded in accordance with Sections 4.02(b)(iv) and 4.04(a)(A) of the Master Indenture.

Section 5.5. Application of Proceeds. Proceeds from the sale of the Series 2016 Bonds shall, promptly upon receipt by the Trustee, be applied as follows:

(a) An amount equal to $______________ shall be transferred and deposited into the Series 2016 Senior Cost of Issuance Account and used to pay Costs of Issuance in accordance with Section 5.6 hereof;

(b) An amount equal to $______________ shall be [deposited into the 2016 Senior Debt Service Reserve Account/used to acquire a Reserve Fund Surety Policy for the Series 2016 Bonds.]

(c) The remaining proceeds of the Series 2016 Bonds will be transferred and deposited into the Series 2016 Senior Construction Account and used to pay Project Costs in accordance with Section 5.7 hereof. Upon completion of all Projects funded, in whole or in part, from the proceeds of the Series 2016 Bonds, any surplus monies remaining in the Series 2016 Senior Construction Account (i) shall be transferred to the Series 2016 Senior Debt Service Account and used to pay Debt Service on the Series 2016 Bonds as directed in a Letter of Instructions, or (ii) may be transferred to such other Funds or Accounts or used for such other purposes as directed in a Letter of Instructions; provided, that the application of funds permitted by clause (ii) shall be subject to the Authority’s receipt of a Counsel’s Opinion to the effect that such application of funds will not adversely effect the exclusion from gross income of interest on the Series 2016 Bonds for federal income tax purposes and that it is authorized by the Authorizing Law.

Section 5.6. Disbursements for Costs of Issuance. Disbursements to pay Costs of Issuance (or to reimburse the Authority for the payment of Costs of Issuance) shall be made by

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the Trustee from the Series 2016 Senior Cost of Issuance Account upon receipt of a Letter of Instructions from the Authority instructing the Trustee to make such disbursement; provided, however, that the initial Letter of Instructions may be in the form of a closing memo signed by an Authorized Representative. The initial disbursement from the Series 2016 Senior Cost of Issuance Account shall be made on the Issuance Date. Any amounts remaining in the Series 2016Senior Cost of Issuance Account after all Costs of Issuance associated with the Series 2016Bonds have been paid shall be transferred to the Series 2016 Senior Construction Account.

Section 5.7. Disbursements for Project Costs.

(a) Funds on deposit in the Series 2016 Senior Construction Account shall be disbursed for the payment of Project Costs (or to reimburse the Authority for the payment of Project Costs made with available Authority funds) as provided in this Section 5.7.

(b) On the Issuance Date, upon receipt of a Letter of Instructions from the Authority, the Trustee shall immediately reimburse the Authority for any Project Costs previously paid by the Authority in the amounts and as specified in such Letter of Instructions; provided, however, such Letter of Instructions may be in the form of a closing memo signed by an Authorized Representative.

(c) Following the Issuance Date, upon the Trustee’s receipt of a properly completed and executed Requisition Requesting Disbursement To Pay Project Costs, substantially in the form attached hereto as Exhibit B, the Trustee shall, within three (3) Business Days of such receipt, disburse money from the Series 2016 Senior Construction Account in an amount sufficient to pay the Project Costs (or to reimburse the Authority for the payment of Project Costs made with available Authority funds) that are the subject of such requisition.

(d) The Trustee shall not be required to accept more than two requisitions each month, excluding requisitions paid on the Issuance Date.

Section 5.8. Trustee May Rely on Letter of Instructions and Requisitions. Upon receipt of a fully executed Letter of Instructions delivered in accordance with this First Supplemental Indenture or a Requisition Requesting Disbursement To Pay Project Costs, the Trustee may rely conclusively upon such documents. The Trustee shall have no liability on account of any disbursement from the Series 2016 Senior Construction Account or the Series 2016 Senior Cost of Issuance Account in accordance with such Letters of Instruction or requisitions provided that it has complied with the procedure required in Sections 5.6 and 5.7 hereof.

ARTICLE VI.


Section 6.1. Federal Income Tax Exclusion.

(a) General. The Authority intends that the interest on the Series 2016 Bonds be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the Code and the Regulations promulgated thereunder. The Authority

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covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would (i) cause the interest on the Series 2016 Bonds to be includable in gross income, as defined in section 61 of the Code, for federal income tax purposes or (ii) result in the violation of or failure to satisfy any provision of section 103 and 141 through 150 of the Code and the applicable Regulations promulgated thereunder. In particular, the Authority covenants and agrees to comply with each requirement of this Section 6.1; provided, however, that the Authority shall not be required to comply with any particular requirement of this Section 6.1 if the Authority has received a Counsel’s Opinion that (i) such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2016 Bonds or (ii) that compliance with some other requirement will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel’s Opinion shall constitute compliance with the corresponding requirement specified in this Section 6.1.

(b) No Private Use or Payment and No Private Loan Financing. The Authority covenants and agrees that it will make such use of the proceeds of the Series 2016 Bonds including interest or other investment income derived from Series 2016 Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the Series 2016 Bonds will not be “private activity bonds” within the meaning of section 141 of the Code and the Regulations promulgated thereunder. Moreover, the Authority will certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the Issuance Date, the proceeds of the Series 2016 Bonds will not be used in a manner that would cause the Series 2016 Bonds to be “private activity bonds” within the meaning of section 141 of the Code and the Regulations promulgated thereunder.

(c) No Federal Guarantee. The Authority covenants and agrees not to take any action, or knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Series 2016 Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Regulations promulgated thereunder, except as permitted by section 149(b)(3) of the Code and such Regulations.

(d) No Hedge Bonds. The Authority covenants and agrees not to take any action or knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Series 2016 Bonds to be “hedge bonds” within the meaning of section 149(g) of the Code and the Regulations promulgated thereunder. Moreover, the Authority will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the Issuance Date, that the proceeds of the Series 2016 Bonds will not be used in a manner that would cause the Series 2016 Bonds to be “arbitrage bonds” within the meaning of section 148(a) of the Code and the Regulations promulgated thereunder.

(e) No Arbitrage. The Authority covenants and agrees that it will make such use of the proceeds of the Series 2016 Bonds including interest or other investment income derived from Series 2016 Bond proceeds, regulate investments of proceeds of the Series 2016 Bonds, and take such other and further action as may be required so that the Series 2016 Bonds

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will not be “arbitrage bonds” within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder.

(f) Arbitrage Rebate. If the Authority does not qualify for an exception to the requirements of section 148(f) of the Code relating to the required rebate to the United States, the Authority will take all necessary steps to comply with the requirement that certain amounts earned by the Authority on the investment of the “gross proceeds” (within the meaning of section 148(f)(6)(B) of the Code) of the Series 2016 Bonds be rebated to the federal government. Specifically, the Authority will (i) maintain records regarding the investment of the gross proceeds of the Series 2016 Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Series 2016 Bonds separately from records of amounts on deposit in the funds and accounts of the Authority allocable to other bond issues of the Authority or moneys that do not represent gross proceeds of any bonds of the Authority, (ii) determine at such times as are required by applicable Regulations, the amount earned from the investment of the gross proceeds of the Series 2016 Bonds that is required to be rebated to thefederal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Series 2016 Bonds or on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated to the federal government. Further, the Authority will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Series 2016 Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm’s length and had the yield on the issue not been relevant to either party.

(g) Information Reporting. The Authority covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Series 2016 Bonds are issued, an information statement concerning the Series 2016 Bonds, all under and in accordance with section 149(e) of the Code and the applicable Regulations.

(h) Registration. The Series 2016 Bonds will be issued in registered form.

(i) Record Retention. The Authority will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Series 2016 Bonds until three years after the last Series 2016 Bond is redeemed, or such shorter period as authorized by subsequent guidance issued by the Department of the Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For thispurpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of the Authority to retrieve and reproduce such books and records in the event of an examination of the Series 2016 Bonds by the Internal Revenue Service.

(j) Deliberate Actions. The Authority will not take a deliberate action (as defined in section 1.141-2(a)(3) of the Regulations) that causes the Series 2016 Bonds to fail to

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meet any requirement of section 141 of the Code after the issue date of the Series 2016 Bonds unless an appropriate remedial action is permitted by section 1.141-12 of the Regulations, the Authority takes such action, and a Counsel’s Opinion is obtained that such remedial action cures any failure to meet the requirements of section 141 of the Code.

(k) Continuing Obligation. Notwithstanding any other provision of this First Supplemental Indenture, the Authority’s obligations under the covenants and provisions of this Section 6.1 shall survive the defeasance and discharge of the Series 2016 Bonds for as long as such matters are relevant to the exclusion from gross income of interest on the Series 2016 Bonds for federal income tax purposes.

Section 6.2. Series 2016 Senior Rebate Account.

(a) There is hereby established within the Rebate Fund, but not as part of the Trust Estate, a special account designated “Series 2016 Senior Rebate Account.” Amounts deposited to the Series 2016 Senior Rebate Account shall be applied to the payment of the Rebate Amount pursuant to a Letter of Instructions from the Authority. The Series 2016 Senior Rebate Account and amounts on deposit therein are not security for the Series 2016 Bonds and are not part of the Trust Estate.

(b) The Authority will deliver to the Trustee, within fifty-five (55) days after each Computation Date:

(i) a statement, signed by an officer of the Authority, stating the Rebate Amount as of such Computation Date; and

(ii) (1) if such Computation Date is an Installment Computation Date, an amount that, together with any amount then held for the credit of the Series 2016 Senior Rebate Account, is equal to at least ninety percent (90%) of the Rebate Amount as of such Installment Computation Date, less any “previous rebate payments” (determined in accordance with section 1.148-3(f)(1) of the Regulations), made to the United States of America or (2) if such Computation Date is the Final Computation Date, an amount that, together with any amount then held for the credit of the Series 2016 Senior Rebate Account, is equal to the Rebate Amount as of such Final Computation Date, less any “previous rebate payments” (determined in accordance with section 1.148-3(f)(1) of the Regulations) made to the United States of America; and

(iii) an Internal Revenue Service Form 8038-T properly signed and completed as of such Computation Date.

(c) Not later than sixty (60) days after each Computation Date, the Trustee shall withdraw from the Series 2016 Senior Rebate Account and remit to the United States of America the Rebate Amount required to be paid on such date to the United States of America in accordance with written instructions from the Authority, which shall be in compliance with sections 1.148-1 through 1.148-8 of the Regulations or any successor regulation. Each payment required to be made to the United States of America pursuant to this Section shall be submitted to the Internal Revenue Service Center, Ogden, Utah 84201-0027 or such other address as

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provided by law or regulation and shall be accompanied by Internal Revenue Service Form 8038-T properly completed by the Authority with respect to the Series 2016 Bonds.

(d) If the Authority discovers or is notified as of any date that any amount required to be paid to the United States of America pursuant to this Section 6.2 has not been paid as required or that any payment paid to the United States of America pursuant to this Section 6.2will have failed to satisfy any requirement of section 148(f) of the Code or 1.148-3 of the Regulations (whether or not such failure will be due to any default by the Authority or the Trustee), the Authority will (1) deliver to the Trustee (for deposit to the Series 2016 Senior Rebate Account) and cause the Trustee to pay to the United States of America from the Series 2016 Senior Rebate Account (A) the Rebate Amount that the Authority failed to pay, plus any interest specified in section 1.148-3(h)(2) of the Regulations, if such correction payment is delivered to and received by the Trustee within one hundred seventy-five (175) days after such discovery or notice, or (B) if such correction payment is not delivered to and received by the Trustee within one hundred seventy-five (175) days after such discovery or notice, the amount determined in accordance with clause (A) of this subparagraph plus the fifty percent penalty required by section 1.148-3(h)(1) of the Regulations, and (2) deliver to the Trustee an Internal Revenue Service Form 8038-T completed as of such date. If such Rebate Amount, together with any penalty and/or interest due, is not paid to the United States of America in the amount and manner and by the time specified in the Regulations the Authority will take such steps as are necessary to prevent the Series 2016 Bonds from becoming “arbitrage bonds,” within the meaning of section 148 of the Code.

(e) The Authority will retain calculations, made in preparing the statements described in this Section 6.2, whether prepared by the Authority or the Rebate Analyst, for at least three years after the later of the final maturity of the Series 2016 Bonds or the first date on which no Series 2016 Bonds are outstanding.

(f) The Authority will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Series 2016 Bonds that is not purchased at fair market value or includes terms that the Authority would not have included if the Series 2016 Bonds were not subject to section 148(f) of the Code.

(g) Notwithstanding the foregoing, the Authority will not be required to perform the obligations set forth in this Section 6.2 (except for the obligation to retain accounting records as described in Section 6.2) if the Authority has not earned any rebatable arbitrage and, therefore, is not subject to the rebate obligation set forth in section 148(f) of the Code. To the extent that the Authority will not be required to perform such obligations, the Authority will send written notice to the Trustee within fifty-five (55) days after the applicable Computation Date.

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ARTICLE VII.


Section 7.1. Annual Reports. (a) The Authority shall provide annually to the MSRB, within six (6) months after the end of each Fiscal Year beginning with the Fiscal Year ending September 30, 2016, the Annual Financial Information for each such Fiscal Year. Any financial statements included in such Annual Financial Information shall be (1) prepared in accordance with the accounting principles described in the Official Statement or the financial statements included in the Official Statement and (2) audited, if the Authority commissions an audit of such statements and the audit is completed within the period during which they must be provided. Ifaudited financial statements are not available by the required time, then the Authority shall provide unaudited financial statements for the applicable Fiscal Year to the MSRB within the above-described six-month period and will provide audited financial statements when and if the audit report becomes available.

(b) If the Authority changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next day by which the Authority otherwise would be required to provide the Annual Financial Information pursuant to Section 7.1(a) hereof.

(c) The Annual Financial Information to be provided pursuant to Section 7.1(a) hereof may be set forth in full in one or more documents or may be included by specific reference to any document that is available from the MSRB or filed with the SEC, or may be provided in any other manner consistent with the Rule.

Section 7.2. Event Notices. (a) The Authority shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, notice of any of the following events with respect to the Series 2016 Bonds:

(i) principal and interest payment delinquencies;

(ii) non-payment related defaults, if material;

(iii) unscheduled draws on debt service reserves reflecting financial difficulties;

(iv) unscheduled draws on credit enhancements reflecting financial difficulties;

(v) substitution of credit or liquidity providers, or their failure to perform;

(vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2016 Bonds, or other material events affecting the tax status of the Series 2016Bonds;

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(vii) modifications to rights of holders of the Series 2016 Bonds, if material;

(viii) bond calls, if material, and tender offers;

(ix) defeasances;

(x) release, substitution, or sale of property securing repayment of the Series 2016 Bonds, if material;

(xi) rating changes;

(xii) bankruptcy, insolvency, receivership, or similar event of the Authority;1

(xiii) the consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of the assets of the Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(xiv) the appointment of a successor or additional Trustee or the change in the name of the Trustee, if material.

(b) The Authority shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, notice of any failure by the Authority to provide the required Annual Financial Information in accordance with Section 7.1(a) of this First Supplemental Indenture. All documents provided to the MSRB pursuant to this Article VII shall be accompanied by identifying information as prescribed by the MSRB and shall be provided in an electronic format or in such other format as required by the MSRB or the SEC.

Section 7.3. Limitations, Disclaimers, and Amendments. (a) The Authority shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the Authority remains an “obligated person” with respect to the Series 2016Bonds within the meaning of the Rule, except that the Authority in any event will give the notice required by Section 7.2(a) of any Series 2016 Bond calls and defeasance that cause the Authority to be no longer such an “obligated person.”

(b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Series 2016 Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other Person.

1 Note to Subsection (a)(xii) of Section 7.2: For the purposes of the event identified in such Subsection, the event

is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Authority in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority.

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The Authority undertakes to provide only the Annual Financial Information and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Authority’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The Authority does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2016 Bonds at any future date.

(c) UNDER NO CIRCUMSTANCES SHALL THE AUTHORITY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY SERIES 2016 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE AUTHORITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.

(d) No default by the Authority in observing or performing its obligations under this Article shall constitute a breach of or default under the Indenture for purposes of any other provisions of the Indenture.

(e) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the Authority under federal and state securities laws.

The provisions of this Article may be amended by the Authority from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Authority, but only if (1) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Series 2016 Bonds in the primary offering of the Series 2016 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Owners of a majorityin aggregate principal amount (or any greater amount required by any other provision of theIndenture that authorizes such an amendment) of the Outstanding Series 2016 Bonds consent to such amendment or (b) a person or entity that is unaffiliated with the Authority (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Series 2016 Bonds. If the Authority so amends the provision of this Article, it shall include with any amended Annual Financial Information next provided in accordance with Section 7.1 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of Annual Financial Information so provided. The Authority may also amend or repeal the provisions of this Article if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid.

30#5077906.8

ARTICLE VIII.

MISCELLANEOUS

Section 8.1. Severability. If any Section, paragraph, clause or provision of this First Supplemental Indenture shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this First Supplemental Indenture.

Section 8.2. Parties Interested. Nothing in this First Supplemental Indenture expressedor implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Authority, the Trustee, and the Owners of the Series 2016 Bonds, any right, remedy or claim under or by reason of this First Supplemental Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this First Supplemental Indenture shall be for the sole and exclusive benefit of the Authority, theTrustee, and the Owners of the Series 2016 Bonds.

Section 8.3. Series 2016 Bonds Not Obligations of State. The Series 2016 Bonds shall not be in any way a debt or liability of the State or any political subdivision thereof other than the Authority and shall not create or constitute any indebtedness, liability or obligation of the State nor of any other political subdivision or be or constitute a pledge of the faith and credit of the State or of any such other political subdivision thereof but all Series 2016 Bonds, unless funded or refunded by other bonds of the Authority, shall be payable solely from the Trust Estate including the Pledged Vehicle Fee Revenues and the Funds pledged or available for their payment as authorized in the Master Indenture and this First Supplemental Indenture.

Section 8.4. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of the Master Indenture or this First Supplemental Indenture shall be retained in its possession and shall be subject at all reasonable times to the inspection of the Authority, and any Owner and their agents and their representatives, any of whom may make copies thereof.

Section 8.5. Filing of Security Instruments. The Authority represents that, under Chapter 1208.002, Texas Government Code, a security interest in property, other than real property, that is created by the Authority is valid and effective according to the terms of the security agreement and is perfected from the time the security agreement is entered into or adopted continuously through the termination of the security interest, without physical delivery or transfer of control of the property, filing of a document, or another act. The Authority covenants that, if Chapter 1208.002 is amended at any time while the Series 2016 Bonds are outstanding and unpaid, the Authority shall take all actions required in order to preserve for the Owners of the Series 2016 Bonds a perfected security interest in the property in which such security interest is granted pursuant to the terms hereof.

Section 8.6. No Recourse on the Series 2016 Bonds. No recourse shall be had for the payment of the principal amount or redemption price or interest on the Series 2016 Bonds or for any claim based thereon or on the Master Indenture or this First Supplemental Indenture against

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any director, officer or employee of the Authority or any person executing the Series 2016Bonds.

Section 8.7. No Individual Liability. No covenant or agreement contained in the Series 2016 Bonds or in the Indenture shall be deemed to be the covenant or agreement of any member of the Board or the Trustee or any officer, agent, employee or representative of the Authority or the Trustee in his or her individual capacity, and neither the directors, officers, agents, employees or representatives of the Authority or the Trustee nor any person executing the Series 2016Bonds shall be personally liable thereon or be subject to any personal liability or accountability by reason of the issuance thereof, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the execution of the Indenture and the issuance of the Series 2016 Bonds.

Section 8.8. Indenture to Constitute Contract. In consideration of the purchase and acceptance of any and all of the Series 2016 Bonds authorized to be issued pursuant to the Indenture by those who shall hold the same from time to time, the Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners of the Series 2016 Bonds, and the pledge made in the Indenture and the covenants and agreements therein set forth to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the Owners of any and all of the Series 2016 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 Series 2016 Bonds over any other thereof except as expressly provided in or permitted by the Indenture.

Section 8.9. Governing Law. This First Supplemental Indenture shall be governed in all respects, including validity, interpretation and effect, by, and shall be enforceable in accordance with, the laws of the State of Texas without regard to conflict of law principles.

Section 8.10. Execution in Several Counterparts. This First Supplemental Indenturemay be simultaneously executed in several counterparts, all of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be, an original.

Section 8.11. Effective Date. This First Supplemental Indenture shall become effective as of the date first above written upon its execution by the Chair of the Authority and the Trustee.

ARTICLE IX.


Section 9.1. Reserve Requirement. As set forth in the definition of “Reserve Requirement,” the debt service reserve requirement for the Series 2016 Bonds is equal to$___________. [Add language to address source of funding for the Reserve Requirement]

[The remainder of this page intentionally left blank]

Signature Page to First Supplemental Indenture#5077906.8

IN WITNESS WHEREOF, the Authority and the Trustee have caused this First Supplemental Indenture to be signed and attested on their behalf by their duly authorized representatives, all as of the date first hereinabove written.

AUTHORITY:



ATTEST:

Secretary, Board of Directors

Signature Page to First Supplemental Indenture#5077906.8

TRUSTEE:

_________________________________

By:Name:Title:

A-1#5077906.8

EXHIBIT A

FORM OF SERIES 2016 BOND

(a) Form of Definitive Bond

REGISTERED REGISTERED PRINCIPAL

NO. R-___________ AMOUNT $____________

UNITED STATES OF AMERICA STATE OF TEXAS

ALAMO REGIONAL MOBILITY AUTHORITY SENIOR LIEN VEHICLE REGISTRATION FEE REVENUE BONDS, SERIES 2016

INTEREST RATE MATURITY DATE ISSUANCE DATE CUSIP NO.

_____________ __________,20__ ___________, 2016 _____________

REGISTERED OWNER:

The ALAMO REGIONAL MOBILITY AUTHORITY (the “Authority”), a body politic and corporate and political subdivision of the State of Texas, organized and existing under and by virtue of the laws of the State of Texas for value received, hereby promises to pay to the Registered Owner (identified above), or registered assigns, but solely from the sources and in the manner hereinafter provided, on the Maturity Date specified above, the principal sum of

______________________________________________ DOLLARS

(or so much thereof as shall not have been paid upon prior redemption) and to pay interest thereon from the Issuance Date specified above at the per annum interest rate specified above and on the dates set forth herein. Capitalized terms not defined herein shall have the meaning assigned to such terms in the Master Indenture and the First Supplemental Indenture, as each such term is defined below.

The principal and the redemption price of this Bond is payable without exchange or collection charges, in any coin or currency of the United States of America, upon surrender to the Paying Agent/Registrar. Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest shall begin to accrue from the Issuance Date. The interest on this Bond shall be paid semi-annually on each June 15 and December 15, beginning ______________ 15, 20__ (each such day of payment, an “Interest Payment Date”), by check mailed to the person in whose name this Bond is registered (the “Owner” or as to Bonds collectively, the “Owners”) as of the Record Date. If the date for the payment of principal or interest on any Bond is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if

A-2#5077906.8

made on the original date such payment was originally due. If interest on any Bond is not paid on any Interest Payment Date and continues unpaid for thirty (30) days thereafter, the Paying Agent/Registrar shall establish a new record date for the payment of such interest, to be known as a “Special Record Date.” The Paying Agent/Registrar shall establish a Special Record Date when funds to make such interest payment are received from or on behalf of the Authority. Such Special Record Date shall be fifteen (15) days prior to the date fixed for payment of such past due interest (the “Special Payment Date”), and notice of the Special Payment Date shall be sent by United States mail, first class, postage prepaid, not later than five (5) days prior to the Special Payment Date, to each Owner of record of an affected Bond on the special Record Date.

This is one of the Obligations of the Authority designated “Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016” (the “Series 2016 Bonds” or the “Bonds”), dated ___________ 1, 2016, issued in the aggregate principal amount of $______________ under and pursuant to and in accordance with the provisions of the Authorizing Law, Chapter 370, Texas Transportation Code, as amended, and Chapter 1371, Texas Government Code, as amended, and under and pursuant to a Master Trust Indenture (the “Master Indenture”), as supplemented by the First Supplemental Trust Indenture (the “First Supplemental Indenture”) and the Second Supplemental Trust Indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Master Indenture, the “Indenture”), each dated as of _________ 1, 2016 and each by and between the Authority and ___________, as trustee (the “Trustee”).

Concurrently with the delivery of the Bonds, the Authority is issuing its Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016.

The Bonds have been issued pursuant to the Master Indenture and the First Supplemental Indenture for the purpose of (i) paying the Project Costs, (ii) funding the Series 2016 Senior Debt Service Reserve Account, and (iii) paying Costs of Issuance. The Bonds shall be dated ______________ 1, 2016.

The Bonds are special limited obligations of the Authority constituting Senior Lien Parity Obligations payable from and secured by a first lien on and pledge of the Trust Estate. The Trust Estate is the sole security for the payment of the Bonds. The Owners of the Bonds shall never have the right to demand payment of either the principal of or interest on the Bonds out of any funds raised or to be raised by taxation.

LIMITED OBLIGATIONS. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NO ASSURANCE CAN BE GIVEN THAT THE PLEDGED VEHICLE FEE REVENUES WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TO INCREASE THE RATE OR AMOUNT OF THE VEHICLE REGISTRATION FEE PER VEHICLE. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS NOR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS.

A-3#5077906.8

The Authority reserves the right in the Indenture to issue other Obligations of the Authority and further reserves the right to issue Obligations that are payable from and secured by the Trust Estate that are on a parity with or junior and subordinate to the Bonds, all as provided in the Indenture.

The Bonds are issuable only in fully registered form, without coupons, in principal denominations of $5,000 or any integral multiple thereof.

The Bonds are subject to redemption prior to stated maturity as set forth in the FirstSupplemental Indenture.

This Bond is transferable only upon the presentation and surrender thereof at the designated corporate trust office of the Paying Agent, duly endorsed for transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent. Upon due presentation of any Bond in proper form for transfer, the Paying Agent shall authenticate and deliver in exchange therefor, within three (3) Business Days after such presentation, a new Bond, registered in the name of the transferee or transferees, in Authorized Denominations and of the same maturity and principal amount, and bearing interest at the same rate as the Bond so presented.

All Bonds shall be exchangeable upon presentation and surrender thereof at the designated corporate trust office of the Paying Agent for a Bond of like maturity, and interest rate and in any Authorized Denomination, in an aggregate amount equal to the unpaid principal amount of the Bonds presented for exchange.

Reference is made to the Master Indenture and the First Supplemental Indenture, copies of which are on file with the Trustee, concerning the security for the Bonds, the respective rights and obligations of the Authority and the Owners thereunder, and the other stipulations and covenants with respect to the Bonds. The Indenture may be amended and supplemented upon compliance with the provisions thereof. By accepting this Bond, the Owner hereof consents to the provisions of the Indenture.

To the extent of any conflict between the terms and provisions of this Bond and the Indenture, the terms and provisions of the Indenture shall govern and control.

Neither the officers, employees, or agents of the Authority nor any person executing the Bonds shall be subject to any personal liability because of the issuance thereof.

The Authority certifies that all conditions required to be satisfied for the lawful issuance of the Bonds have been satisfied. This Bond shall not be valid or be entitled to any benefit of the Indenture unless the Certificate of Authentication appearing hereon has been executed by the Paying Agent or, in lieu thereof, the Comptroller of Public Accounts of the State of Texas has executed the Registration Certificate of the Comptroller of Public Accounts appearing hereon.

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IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name by the manual or facsimile signature of the Chairman of the Authority, countersigned manually or in facsimile by the Secretary, and the Authority has caused its seal or a facsimile thereof to be affixed to this Bond.



COUNTERSIGNED:


[SEAL]

A-5#5077906.8

Form of Comptroller’s Registration Certificate

[to appear on Initial Bond only]

REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS

OFFICE OF COMPTROLLER Register No. ___________________

STATE OF TEXAS

I HEREBY CERTIFY that there is on file and of record in my office a certificate of the Attorney General of the State of Texas approving this Bond and certifying that this Bond and the proceedings for the issuance thereof have been examined by him as required by law, and that he finds that this Bond has been issued in accordance with law and that it is a valid and binding limited obligation of the Alamo Regional Mobility Authority, payable from the revenues and other funds pledged to its payment by and in the proceedings authorizing the same, and I do further certify that this Bond has this day been registered by me as Comptroller.

WITNESS MY HAND AND SEAL OF OFFICE this _________________________.

________________________________________Comptroller of Public Accountsof the State of Texas

(SEAL)

Form of Certificate of Authentication of Paying Agent

[The Certificate of Authentication shall be deleted from the Initial Bond if the Comptroller’s Registration Certificate appears thereon.]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Indenture and this Bond has been issued in exchange for or replacement of a Bond, Bonds, or portion of a Bond or Bonds of the above entitled and designated series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.

as Paying Agent

Dated: By: Authorized Officer

A-6#5077906.8

Form of Assignment

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address, and zip code of transferee) _________________________ social security or other identifying number of transferee) ______________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________ attorney to transfer the within Bond on the Books kept for registration thereof, with full power of substitution in the premises.

Date: ____________________

Signature guaranteed by:

______________________________________

NOTE: Signature must be guaranteed by a commercial bank or trust company or by a member firm of a registered national securities exchange.

Signature of Owner:

____________________________________

NOTICE: The signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or change whatsoever.

(b) The Initial Bond shall be in substantially the form set forth in Paragraph (a) above of this Exhibit A, with the following alterations:

(1) On the first page thereof, the headings “INTEREST RATE” and “MATURITY DATE” shall both be completed with the words “As shown below”, and the heading “CUSIP NO.” shall be deleted; and

(2) The first paragraph of the Bond, immediately following the name of the Registered Owner, shall be deleted and the following will be inserted (with all blanks and bracketed items to be completed with information contained in Section 2.2 of the FirstSupplemental Indenture):

“The ALAMO REGIONAL MOBILITY AUTHORITY (the “Authority”), a body politic and corporate and political subdivision of the State of Texas, organized and existing under and by virtue of the laws of the State of Texas, for value received, hereby promises to pay to the Registered Owner (identified above), or registered assigns, but solely from the sources and in the

A-7#5077906.8

manner hereinafter provided, on June 15 in each of the years in the principal installments and bearing interest at the per annum rates set forth in the following schedule:

Principal Amount Year of Maturity Interest Rate

[To be completed with information contained in Section 2.2 of the First Supplemental Indenture.]

(or so much thereof as shall not have been paid upon prior redemption) and to pay interest thereon from the Issuance Date specified above at the respective per annum interest rate specified above and on the dates set forth herein. Capitalized terms not defined herein shall have the meaning assigned to such terms in the Master Indenture and the First Supplemental Indenture, as each such term is defined below.”

B-1#5077906.8

EXHIBIT B

FORM OF REQUISITION

REQUISITION REQUESTING DISBURSEMENT TO PAY PROJECT COSTS

DATE: [Month], [Year]

REQUISITION NO. ______

DESCRIPTION SUMMARY1 AMOUNT

$_________

TOTAL AMOUNT REQUESTED $_________

The Authority does hereby certify to the Trustee that: (i) each item submitted herewith is a proper charge against the Series 2016 Senior Construction Account of the Construction Fundand has not been paid, (ii) such requisition contains no item representing payment on account of any retainage which the Authority is as of the date of this requisition not entitled to release, (iii) no default exists under the Indenture which has not been disclosed to the Trustee and the Authority will use its best efforts to cure any default if it exists, and (iv) there has not been filed with or served upon the Authority legal notice of any lien, right to lien, attachment or other claim, which is valid in the opinion of counsel to the Authority and affects the right to receive payment of any of the moneys payable to any of the Persons, firms or corporations named herein which has not been released or will not be released simultaneously with such payment.

All of the sums requisitioned in this requisition are to be (i) withdrawn from the Series 2016 Senior Construction Account of the Construction Fund and (ii) disbursed by the Trustee within three (3) Business Days of receipt of this requisition pursuant to Section 5.7(c) of the FirstSupplemental Indenture.

Please remit funds by wire transfer to: [insert wiring instructions of Authority or other Person for disbursement]

1 Insert or attach appropriate information indicating the name of the Person, firm or corporation to whom payment is due, the amount to be paid and the purpose for which such obligation was incurred.

B-4#5077906.8


By:

Title:

[Must be signed by an Authorized Representative of the Authority]

#5130688.3

SECOND SUPPLEMENTAL TRUST INDENTURE

Between


and

_________________________________,as Trustee

AUTHORIZING

$_____________

JUNIOR LIEN VEHICLE REGISTRATION FEE REVENUE BONDS, SERIES 2016

Dated as of _________________, 2016

#5130688.3 i

TABLE OF CONTENTS

Page

ARTICLE I.


Section 1.1. Definitions..........................................................................................................2Section 1.2. Recitals, Table of Contents, Titles and Headings ..............................................7Section 1.3. Interpretations ....................................................................................................7Section 1.4. Authority for Supplemental Indenture ...............................................................7

ARTICLE II.


Section 2.1. Name, Amount, Purpose, Authorization............................................................7Section 2.2. Dated Date, Interest Rates and Maturity Dates..................................................7Section 2.3. Initial Bond, Numbers and Denominations .......................................................8Section 2.4. Approval, Registration and Initial Delivery.......................................................8Section 2.5. Execution of the Bonds......................................................................................8Section 2.6. Payment of Principal and Interest ......................................................................9Section 2.7. Successor Paving Agents ...................................................................................9Section 2.8. Special Record Date.........................................................................................10Section 2.9. Ownership; Unclaimed Principal and Interest .................................................10Section 2.10. Book-Entry Only System.................................................................................10Section 2.11. Successor Securities Depository; Transfer Outside Book-Entry Only

System..............................................................................................................11Section 2.12. Payments to Cede & Co...................................................................................11Section 2.13. Registration, Transfer, and Exchange..............................................................12Section 2.14. Cancellation of Series 2016 Bonds ..................................................................12Section 2.15. Mutilated, Lost, or Stolen Series 2016 Bonds .................................................13Section 2.16. Additional Senior Lien Parity Obligations ......................................................14Section 2.17. Additional Junior Lien Parity Obligations.......................................................14Section 2.18. Limited Obligations .........................................................................................15

ARTICLE III.


Section 3.1. Redemption Prices and Terms .........................................................................15Section 3.2. Redemption at the Election or Direction of the Authority...............................16Section 3.3. Redemption Otherwise Than at Authority’s Election or Direction .................17Section 3.4. Selection of Series 2016 Bonds to be Redeemed.............................................17Section 3.5. Notice of Redemption ......................................................................................17

ii#5130688.3

Section 3.6. Payment of Redeemed Series 2016 Bonds ......................................................18Section 3.7. Conditional Notices of Redemption.................................................................18Section 3.8. Purchase of Series 2016 Bonds at Any Time...................................................19Section 3.9. Effect of Redemption.......................................................................................19

ARTICLE IV.

FORM OF BONDS

Section 4.1. Forms ...............................................................................................................20Section 4.2. CUSIP Registration..........................................................................................20

ARTICLE V.

SECURITY FOR THE SERIES 2016 BONDS; ESTABLISHMENT OF SERIES 2016 ACCOUNTS; FLOW OF FUNDS; PROCEEDS & DISBURSEMENTS

Section 5.1. Security for the Series 2016 Bonds..................................................................20Section 5.2. The Series 2016 Bonds Not Payable from Taxes ............................................20Section 5.3. Establishment of Additional Accounts for the Series 2016 Bonds..................20Section 5.4. Flow of Funds ..................................................................................................21Section 5.5. Application of Proceeds...................................................................................21Section 5.6. Disbursements for Costs of Issuance ...............................................................22Section 5.7. Disbursements for Project Costs......................................................................22Section 5.8. Trustee May Rely on Letter of Instructions and Requisitions .........................22

ARTICLE VI.


Section 6.1. Federal Income Tax Exclusion ........................................................................23Section 6.2. Series 2016 Junior Rebate Account .................................................................25

ARTICLE VII.


Section 7.1. Annual Reports ................................................................................................27Section 7.2. Event Notices ...................................................................................................27Section 7.3. Limitations, Disclaimers, and Amendments....................................................28

ARTICLE VIII.

MISCELLANEOUS

Section 8.1. Severability ......................................................................................................30Section 8.2. Parties Interested..............................................................................................30Section 8.3. Series 2016 Bonds Not Obligations of State....................................................30

iii#5130688.3

Section 8.4. Preservation and Inspection of Documents......................................................30Section 8.5. Filing of Security Instruments .........................................................................30Section 8.6. No Recourse on the Series 2016 Bonds...........................................................30Section 8.7. No Individual Liability ....................................................................................31Section 8.8. Indenture to Constitute Contract......................................................................31Section 8.9. Governing Law ................................................................................................31Section 8.10. Execution in Several Counterparts...................................................................31Section 8.11. Effective Date ..................................................................................................31

ARTICLE IX.


Section 9.1. Reserve Requirement .......................................................................................31

Exhibit A: Form of Series 2016 BondExhibit B: Form of Requisition Requesting Disbursement To Pay Project Costs

#5130688.3 1

SECOND SUPPLEMENTAL TRUST INDENTURE

THIS SECOND SUPPLEMENTAL TRUST INDENTURE, dated as of _________________, 2016 (this “Second Supplemental Indenture”), is made by and between the ALAMO REGIONAL MOBILITY AUTHORITY (together with any successor to its rights, duties, and obligations hereunder, the “Authority”), a body politic and corporate and a political subdivision of the State of Texas (the “State”) duly created, organized and existing under the laws of the State, and _________________________________, as trustee (together with any successor trustee hereunder, the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meaning as provided in Section 1.1 of this Second Supplemental Indenture.

RECITALS

WHEREAS, the Authority is a regional mobility authority created pursuant to the request of Bexar County (the “County”) and operating pursuant to Chapter 370 of the Texas Transportation Code (the “Act”) and is a body politic and corporate and political subdivision of the State; and

WHEREAS, Section 502.402 of the Texas Transportation Code (the “Authorizing Law”) authorizes certain counties, including the County, to impose an additional motor vehicle registration fee, not to exceed $10.00, for vehicles registered in such county to be used for long-term transportation projects; and

WHEREAS, on August 29, 2013, the Commissioners Court of the County ordered the adoption and imposition of the Optional Vehicle Registration Fee pursuant to and in accordance with the Authorizing Law; and


WHEREAS, the County and the Authority have entered into the Funding Agreement to authorize the acquisition, construction, operation and maintenance of transportation projects consistent with Section 7-a, Article VIII, Texas Constitution, and to authorize the pledge and expenditure of all amounts collected under the Optional Vehicle Registration Fee to any Obligations issued by the Authority to finance such projects; and

WHEREAS, such projects shall consist of long-term transportation projects in the County that are consistent with the purposes of Section 7-a, Article VIII, Texas Constitution as required by the Authorizing Law and that are “transportation projects” under the Act; and

WHEREAS, pursuant to the Act and other applicable laws, including Chapter 1371, Texas Government Code, as amended, the Authority is authorized to issue revenue bonds, notes, certificates or other obligations as hereinafter provided, to enter into this Second Supplemental Indenture, and to enter into credit agreements in connection therewith; and

2#5130688.3

WHEREAS, the Authority and the Trustee have concurrently executed and delivered the Master Indenture, providing for the issuance from time to time by the Authority of one or more series of Obligations secured by and payable from the Trust Estate; and

WHEREAS, Article III of the Master Indenture authorizes the Authority and the Trustee to execute and deliver a Supplemental Indenture, authorizing the issuance of Obligations of a Series and to include any other matters and things relative to such Obligations which are not inconsistent with or contrary to the Master Indenture, to add to the covenants of the Authority, and to pledge other moneys, securities or funds as part of the Trust Estate; and

WHEREAS, the Authority has determined to issue its Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016, in an aggregate principal amount of $_____________ (the “Series 2016 Bonds”) pursuant to the Master Indenture and this Second Supplemental Indentureto (i) pay a portion of the costs of the Projects (as defined in this Second Supplemental Indenture); (ii) [fund a debt service reserve fund]; and (iii) pay costs of issuance for the Series 2016 Bonds, all under and in accordance with the Constitution and the laws of the State; and

WHEREAS, the execution and delivery of this Second Supplemental Indenture and the issuance of the Series 2016 Bonds have been in all respects duly and validly authorized by aresolution adopted by the Board of Directors of the Authority; and

WHEREAS, the Trustee has accepted the trusts created by the Master Indenture and this Second Supplemental Indenture and in evidence thereof has joined in the execution and delivery hereof; and

WHEREAS, except as provided herein, all acts and conditions and things required by the laws of the State to happen, exist and be performed precedent to execution and delivery of this Second Supplemental Indenture have happened, exist and have been performed as so required in order to make the Master Indenture, as supplemented by this Second Supplemental Indenture, a valid, binding, and legal instrument for the security of the Series 2016 Bonds and a valid and binding agreement in accordance with its terms;

NOW, THEREFORE, in consideration of the premises, the acceptance by the Trustee of the trusts hereby created, the purchase and acceptance of the Series 2016 Bonds by the Owners thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the further purpose of fixing and declaring the terms and conditions upon which the Series 2016 Bonds are to be issued, authenticated, delivered and accepted by the Owners thereof, the Authority and the Trustee do hereby mutually covenant and agree, for the equal and proportionate benefit of the respective Owners, from time to time, of the Obligations, including the Series 2016 Bonds, as follows:

ARTICLE I.


Section 1.1. Definitions. Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Master Indenture. In this Second Supplemental

3#5130688.3

Indenture, the following terms shall have the following meanings, unless the context clearly indicates otherwise:

“Act” shall have the meaning assigned to such term in the recitals of this Second Supplemental Indenture.

“Annual Financial Information” shall mean the financial information and operating dataof the type included in the Official Statement under the headings [“THE OPTIONAL VEHICLE REGISTRATION FEE-Table 1- Optional Vehicle Registration Fee Collections and Projected Pledged Vehicle Fee Revenues’’, “Table 2 - Debt Service Requirements and Coverage,” “INVESTMENT AUTHORITY - Table 3 - Current Investments” and in Appendix B of the Official Statement; provided however, only actual historical information will be provided from Tables 1 and 2. Only actual historical information of the type set forth under the headings “Actual Optional Vehicle Registration Fee Collections”, “Senior Lien Coverage”, and “Surplus Revenues” from Tables 1 and 2 of the Official Statement will be shown as a five-year historical table as such information becomes available.]


“Authorized Denomination” shall mean, with respect to the Series 2016 Bonds, authorized denominations of $5,000 and integral multiples of $5,000 in excess thereof.

“Authorizing Law” shall have the meaning assigned to such term in the recitals of this Second Supplemental Indenture.

“Average Annual Debt Service” shall mean the total Annual Debt Service (as of the date of the calculation) divided by the remaining number of years until the final maturity of the applicable Obligations. The Average Annual Debt Service calculated under this Second Supplemental Indenture shall remain in effect until the next date when such calculation is required under the Indenture. For the purposes of calculating the Average Annual Debt Service, any fractional year shall be included in the calculation as a full year.

“Blanket Letter of Representations” shall mean the Blanket Letter of Representations between the Authority and DTC.

“Bond Year” shall mean each one-year period that ends at the close of business on theanniversary of the Issuance Date and on the date of final maturity of the Series 2016 Bonds. The last Bond Year may be a shorter period.

“Code” means the Internal Revenue Code of 1986, as amended, and, with respect to a specific section thereof, such reference shall be deemed to include (a) the Regulations promulgated under such section, (b) any successor provision of similar import hereafter enacted, (c) any corresponding provision of any subsequent Internal Revenue Code and (d) the Regulations promulgated under the provisions described in (b) and (c).

“Comptroller” shall mean the Comptroller of Public Accounts of the State of Texas.

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“Computation Date” shall mean each Installment Computation Date and the FinalComputation Date.

“Costs of Issuance” shall mean costs to the extent incurred in connection with, and allocable to, the issuance of the Series 2016 Bonds within the meaning of Section 147(g) of the Code. For example, Costs of Issuance include the following costs, but only to the extent incurred in connection with, and allocable to, the borrowing: underwriters’ spread; counsel fees;financial advisory fees; fees paid to an organization to evaluate the credit quality of an issue; trustee fees; paying agent fees; bond registrar, certification and authentication fees; accounting fees; printing costs for bonds and offering documents; public approval process costs; engineering and feasibility study costs; guarantee fees, other than qualified guarantees; and similar costs.


“Dated Date” shall mean _________________, 2016.

“DTC” shall mean The Depository Trust Company of New York, New York, and its successors and assigns.

“DTC Participant” shall mean brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created to hold securities to facilitate the clearance and settlement of securities transactions among such participants.

“EMMA” shall mean the Electronic Municipal Market Access website of the MSRB, with the current web address www.emma.msrb.org.

“Final Computation Date” shall mean the date on which final payment in full of an Outstanding Series 2016 Bond is made.

“First Supplemental Indenture” shall mean the First Supplemental Trust Indenture by and between the Authority and the Trustee, dated as of _________________ 1, 2016, together with any amendments thereto.

“Fiscal Year” shall mean the year beginning each October 1 and ending the following September 30.

“Indenture” shall mean the Master Indenture, as amended by the First Supplemental Indenture and this Second Supplemental Indenture, and as it may be further amended or supplemented from time to time in accordance with the terms thereof.

“Initial Bond” shall mean the initial bond of the Series 2016 Bonds registered by the Comptroller and numbered T-1.

“Installment Computation Date” shall mean the last day of the fifth Bond Year and each succeeding fifth Bond Year.

“Interest Payment Date” shall mean with respect to the Series 2016 Bonds, each June 15and December 15, commencing on ________________, 2016.

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“Issuance Date” shall mean the date of initial issuance and delivery of the Series 2016Bonds to the Underwriters, in exchange for payment of the purchase price of such Series 2016Bonds.

“Master Indenture” shall mean the Master Trust Indenture dated as of _________________, 2016, between the Authority and the Trustee.

“Maximum Annual Debt Service” shall mean, as of the calculation date, the greatest amount of the Annual Debt Service for the applicable Obligations calculated for any future Fiscal Year or 12-month period.

“MSRB” means the Municipal Securities Rulemaking Board. Until such time as the SECor the MSRB shall determine otherwise, information to be filed with the MSRB pursuant to Article VII of this Second Supplemental Indenture will be submitted through EMMA maintained by the MSRB.

“Official Statement” shall mean the final official statement dated _____________, 2016prepared and distributed in connection with the offering and sale of the Series 2016 Bonds and all amendments and supplements thereto.

“Paying Agent” initially shall mean, with respect to the Series 2016 Bonds, the Trustee, and its successors.

“Projects” shall mean the design, development, construction, improvement, extension or expansion of long-term transportation projects in the County that are consistent with the purposes of Section 7-a, Article VIII, Texas Constitution as required by the Authorizing Law and that are “transportation projects” under the Act.

“Project Costs” shall mean any costs associated with the Projects that are authorized under the Act and the Authorizing Law to be paid with proceeds of the Series 2016 Bonds.

“Rebate Amount” has the meaning ascribed in Section 1.148 3(b) of the Regulations and generally means the excess as of any date of the future value of all receipts on nonpurpose investments over the future value of all payments on nonpurpose investments all as determined in accordance with Section 1.148-3 of the Regulations.

“Rebate Analyst” means a person that is (i) qualified and experienced in the calculation of rebate payments under Section 148 of the Code and in compliance with the arbitrage rebate Regulations promulgated under the Code and (ii) engaged for the purpose of determining the Rebate Amount.

“Record Date” shall mean, for any Interest Payment Date, the first calendar day of the month for such Interest Payment Date.


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“Reserve Requirement” shall mean, initially, with respect to the Series 2016 Bonds, [1.25 times the Average Annual Debt Service of the Series 2016 Bonds/the Maximum Annual Debt Service of the Series 2016 Bonds/ten percent (10%) of the aggregate proceeds of the Series 2016Bonds (within the meaning of Section l.148- 2(f)(2)(ii) of the Regulations)], which is equal to $__________ and is being funded with [proceeds of the Series 2016 Bonds or a Reserve Fund Surety Policy in accordance with Article IX hereof.]

“Rule” means Rule 15c2-12, as amended from time to time, adopted by the SEC under the Securities Exchange Act of 1934.

“SEC” shall mean the United States Securities and Exchange Commission.

“Second Supplemental Indenture” shall mean this Second Supplemental Trust Indenture by and between the Authority and the Trustee, dated as of _________________1 , 2016, together with any amendments hereto.

“Securities Depository” shall mean DTC, and any successor Securities Depository appointed pursuant to Section 2.11 of this Second Supplemental Indenture.

“Series 2016 Bonds” shall have the meaning assigned to such term in the recitals of this Second Supplemental Indenture.

“Series 2016 Junior Construction Account’’ shall mean the account by that name established pursuant to Section 5.3(a) hereof.

“Series 2016 Junior Cost of Issuance Account” shall mean the account by that name established pursuant to Section 5.3(d) hereof.

“Series 2016 Junior Debt Service Account” shall mean the account by that name established pursuant to Section 5.3(b) hereof.

“Series 2016 Junior Debt Service Reserve Account” shall mean the account by that name established pursuant to Section 5.3(c) hereof.

“Series 2016 Junior Rebate Account” shall mean the account by that name established pursuant to Section 6.2 hereof and such subaccounts therein as may be established pursuant to the Indenture.

“Special Payment Date” shall have the meaning assigned to such term in Section 2.8hereof.

“Special Record Date” shall have the meaning assigned to such term in Section 2.8hereof.

“Trustee” shall mean _________________________________, and its successors in trust under the Indenture.

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“Underwriters” shall mean Morgan Stanley & Co. Incorporated, Bank of America Merrill Lynch, Citigroup Global Markets Inc. and Seibert Brandford Shank & Co., L.L.C.

Section 1.2. Recitals, Table of Contents, Titles and Headings. The terms and phrases used in the recitals of this Second Supplemental Indenture have been included for convenience of reference only and the meaning, construction and interpretation of such words and phrases for purposes of this Second Supplemental Indenture shall be determined solely by reference to Section 1.1 hereof and the Master Indenture. The table of contents, titles and headings of the articles and sections of this Second Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Second Supplemental Indenture or any provision hereof or in ascertaining intent, if any question of intent should arise.

Section 1.3. Interpretations. All terms defined herein and all pronouns used in this Second Supplemental Indenture shall be deemed to apply equally to singular and plural and to all genders. This Second Supplemental Indenture and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of the Series 2016 Bonds and the validity of the pledge of and lien on the Trust Estate to secure the payment of the Series 2016 Bonds.

Section 1.4. Authority for Supplemental Indenture. This Second Supplemental Indenture is supplemental to the Master Indenture and is adopted pursuant to the provisions of the Act and Article III and Article X of the Master Indenture.

ARTICLE II.


Section 2.1. Name, Amount, Purpose, Authorization. In accordance with and subject to the terms, conditions, and limitations hereof and in the Master Indenture, the Series 2016Bonds shall be issued in fully registered form in the original principal amount of $_____________ and shall be known and designated as “ALAMO REGIONAL MOBILITY AUTHORITY JUNIOR LIEN VEHICLE REGISTRATION FEE REVENUE BONDS, SERIES 2016.” The Series 2016 Bonds shall be issued for the purpose of (i) paying the Project Costs, (ii) funding the Series 2016 Junior Debt Service Reserve Account, and (iii) paying Costs of Issuance, all under and pursuant to the Authorizing Law and all other applicable law. The Series 2016Bonds are designated as Junior Lien Parity Obligations and as Long-Term Obligations under the Master Indenture.

Section 2.2. Dated Date, Interest Rates and Maturity Dates. The Series 2016 Bonds shall be dated the Dated Date. The Series 2016 Bonds shall bear interest at the rates per annum shown below from their Issuance Date (anticipated to be ________________, 2016), computed on the basis of a 360-day year consisting of twelve 30-day months, payable semiannually on each Interest Payment Date until stated maturity or prior redemption, and shall mature on June 15 in the years and in the amounts shown below, unless earlier called for redemption:

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Maturity Date(June 15) Principal Amount ($) Interest Rate (%)

Section 2.3. Initial Bond, Numbers and Denominations. The Initial Bond shall be numbered T-1 and the definitive Series 2016 Bonds delivered in exchange for the Initial Bond shall be numbered in sequence beginning with R-1. Series 2016 Bonds delivered on transfer of or in exchange for other Series 2016 Bonds shall be numbered in the order of their authentication by the Paying Agent, shall be in Authorized Denominations, and shall mature on the same date and bear interest at the same rate as the Series 2016 Bond or Series 2016 Bonds in lieu of which they are delivered.

Section 2.4. Approval, Registration and Initial Delivery. The Authorized Representative is hereby authorized to have control and custody of the Series 2016 Bonds and all necessary records and proceedings pertaining thereto pending their delivery, and the Authorized Representative, the Chair of the Board, the Secretary of the Board and other officials and employees of the Authority are hereby authorized, directed and instructed to make such certifications and to execute such instruments (including the printed facsimile signature) as may be necessary to accomplish the delivery of the Series 2016 Bonds and to assure the investigation,examination, and approval thereof by the Attorney General of the State of Texas and the registration of the Initial Bond by the Comptroller. Upon registration of the Initial Bond, the Comptroller (or a deputy designated in writing to act for him) shall be requested to sign manually the Comptroller’s Registration Certificate prescribed herein to be attached or affixed to the InitialBond and the seal of the Comptroller shall be impressed or printed or lithographed thereon.

Section 2.5. Execution of the Bonds. (a) The Series 2016 Bonds shall be sealed by the Authority’s manual or facsimile seal and signed by the Chair of the Board and countersigned by the Secretary of the Board, by their manual or facsimile signatures. Such facsimile signatures and seal on the Series 2016 Bonds shall have the same effect as if each of the Series 2016 Bonds had been signed and sealed manually and in person by each of said officers.

(b) In the event that any officer of the Authority whose manual or facsimile signature appears on the Series 2016 Bonds ceases to be such officer before the authentication of such Series 2016 Bonds or before the delivery of such Series 2016 Bonds, such manual or facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office.

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(c) Except as provided below, no Series 2016 Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of the Indenture unless and until there appears thereon the Certificate of Authentication substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent. It shall not be required that the same officer or authorized signatory of the Paying Agent sign the Certificate of Authentication on all the Series 2016 Bonds. In lieu of the executed Certificate of Authentication described above, the Initial Bond delivered on the Issuance Date shall have attached thereto the Comptroller’s Registration Certificate substantially in the form provided herein, manually executed by the Comptroller, or by his duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Authority, and has been registered by the Comptroller.

(d) On the Issuance Date, one Initial Bond, representing the entire principal amount of all the Series 2016 Bonds, payable in stated installments to the Underwriters, or their designee, executed by manual or facsimile signature of the Chair and Secretary of the Board of the Authority, approved by the Attorney General, and registered and manually signed by the Comptroller, shall be delivered to the Underwriters or their designee. Upon payment for the Initial Bond, the Paying Agent shall cancel the Initial Bond and deliver, or held in custody for the benefit of DTC, registered definitive Series 2016 Bonds to DTC in accordance with Section 2.10 hereof.

Section 2.6. Payment of Principal and Interest. The Trustee is hereby appointed as the Paying Agent for the Series 2016 Bonds. The principal of the Series 2016 Bonds shall be payable, without exchange or collection charges, in any coin or currency of the United States of America which, on the date of payment, is legal tender for the payment of debts due the United States of America, upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the designated corporate trust office ofthe Paying Agent. The interest on each Series 2016 Bond shall be payable on each Interest Payment Date, by check mailed by the Paying Agent on or before each Interest Payment Date to the Owner of record as of the Record Date.

If the date for the payment of principal or interest on any Series 2016 Bond is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date such payment was originally due.

Section 2.7. Successor Paving Agents. The Authority covenants that at all times while any Series 2016 Bonds are Outstanding it will provide a commercial bank or trust company under the laws of the State of Texas or other entity duly qualified and legally authorized to act as Paying Agent for the Series 2016 Bonds. The Authority reserves the right to replace the Paying Agent for the Series 2016 Bonds on not less than sixty (60) days written notice to the Paying Agent, so long as any such notice is effective not less than sixty (60) days prior to the next succeeding principal or interest payment date on the Series 2016 Bonds. Promptly upon the appointment of any successor Paying Agent, the previous Paying Agent shall deliver the Register or a copy thereof to the new Paying Agent, and the new Paying Agent shall notify each Owner, by United States mail, first class postage prepaid, of such change and of the designated corporate

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trust office of the new Paying Agent. Each Paying Agent hereunder, by acting in that capacity, shall be deemed to have agreed to the provisions of the Indenture applicable to the Paying Agent.

Section 2.8. Special Record Date. If interest on any Series 2016 Bond is not paid on any Interest Payment Date and continues unpaid for thirty (30) days thereafter, the Paying Agent shall establish a new record date for the payment of such interest, to be known as a “Special Record Date.” The Paying Agent shall establish a Special Record Date when funds to make such interest payment are received from or on behalf of the Authority. Such Special Record Date shall be fifteen (15) days prior to the date fixed for payment of such past due interest (the “Special Payment Date”), and notice of the Special Payment Date shall be sent by United States mail, first class, postage prepaid, not later than five (5) days prior to the Special Payment Date, to each Owner of record of an affected Series 2016 Bond on the Special Record Date.

Section 2.9. Ownership; Unclaimed Principal and Interest. Subject to the further provisions of this Section, the Authority, the Paying Agent and any other Person may treat the Person in whose name any Series 2016 Bond is registered as the absolute Owner of such Series 2016 Bond for the purpose of making and receiving payment of the principal of or interest on such Series 2016 Bond, and for all other purposes, whether or not such Series 2016 Bond is overdue, and neither the Authority nor the Paying Agent shall be bound by any notice or knowledge to the contrary. All payments made to the Person deemed to be the Owner of any Series 2016 Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the Authority and the Paying Agent upon such Series 2016 Bond to the extent of the sums paid.

Amounts held by the Paying Agent which represent principal of and interest on the Series 2016 Bonds remaining unclaimed by the Owner after the expiration of three years from the date such amounts have become due and payable shall be remitted to the Authority except to the extent that they are required by law to be reported and disposed of by the Paying Agent inaccordance with the applicable provisions of Texas law including, to the extent applicable, Title 6 of the Texas Property Code, as amended.

Section 2.10. Book-Entry Only System. (a) The definitive Series 2016 Bonds shall be initially issued in the form of a separate single fully registered Series 2016 Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Series 2016 Bond shall be registered in the name of Cede & Co., as nominee of DTC, and, except as provided in Section2.11 hereof, all of the Outstanding Series 2016 Bonds shall be registered in the name of Cede &Co., as nominee of DTC.

(b) With respect to Series 2016 Bonds registered in the name of Cede & Co., as nominee of DTC, the Authority and the Paying Agent shall have no responsibility or obligation to any DTC Participant or to any Person on behalf of whom such DTC Participant holds an interest in the Series 2016 Bonds, except as provided in this Second Supplemental Indenture. Without limiting the immediately preceding sentence, the Authority and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Series 2016 Bonds, (ii) the delivery to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any notice with respect to the Series 2016 Bonds, including any

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notice of redemption, or (iii) the payment to any DTC Participant or any other Person, other than an Owner, as shown on the Register, of any amount with respect to principal of, premium, if any, or interest on the Series 2016 Bonds. Notwithstanding any other provision of this Second Supplemental Indenture to the contrary, the Authority and the Paying Agent shall be entitled to treat and consider the Person in whose name each Series 2016 Bond is registered in the Register as the absolute Owner of such Series 2016 Bond for the purpose of payment of principal of, premium, if any, and interest on such Series 2016 Bond, for the purpose of giving notices of redemption and other matters with respect to such Series 2016 Bond, for the purpose of registering transfer with respect to such Series 2016 Bond, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, premium, if any, and interest on the Series 2016Bonds only to or upon the order of the respective Owners, as shown in the Register as provided in this Second Supplemental Indenture, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Authority’s obligations with respect to payment of principal of, premium, if any, and interest on the Series 2016 Bonds to the extent of the sum or sums so paid. No Person other than an Owner, as shown in the Register, shall receive a Bond certificate evidencing the obligation of the Authority to make payments of amounts due pursuant to this Second Supplemental Indenture. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Second Supplemental Indenture with respect to interest checks or drafts being mailed to the registered Owner at the close of business on the Record Date, the word “Cede & Co.” in this Second Supplemental Indenture shall refer to such new nominee of DTC.

Section 2.11. Successor Securities Depository; Transfer Outside Book-Entry Only System. In the event that the Authority or the Paying Agent determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Letter of Representations, and that it is in the best interest of the beneficial owners of the Series 2016 Bonds that they shall be able to obtain certificated bonds, or in the event DTC discontinues the services described herein, the Authority shall (i) appoint a successor Securities Depository, qualified to act as such underSection 17(a) of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants, as identified by DTC, of the appointment of such successor Securities Depository and transfer one or more separate bonds to such successor Securities Depository or (ii) notify DTC and DTC Participants, as identified by DTC, of the availability through DTC of Series 2016 Bonds and transfer one or more separate Series 2016 Bonds to DTC Participants having Series 2016 Bonds credited to their DTC accounts, as identified by DTC. In such event, the Series 2016 Bonds shall no longer be restricted to being registered in the Register in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor Securities Depository, or its nominee, or in whatever name or names Owners transferring or exchanging Series 2016 Bonds shall designate, in accordance with the provisions of this Second Supplemental Indenture.

Section 2.12. Payments to Cede & Co. Notwithstanding any other provision of this Second Supplemental Indenture to the contrary, so long as any Series 2016 Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of premium, if any, and interest on such Series 2016 Bonds, and all notices with respect to such Series 2016 Bonds, shall be made and given, respectively, in accordance with the Blanket Letterof Representations.

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Section 2.13. Registration, Transfer, and Exchange. So long as any Series 2016 Bonds remain Outstanding, the Paying Agent shall keep the Register at its designated corporate trust office and, subject to such reasonable regulations as it may prescribe, the Paying Agent shall provide for the registration and transfer of Series 2016 Bonds in accordance with the terms of this Second Supplemental Indenture.

Each Series 2016 Bond shall be transferable only upon the presentation and surrender thereof at the designated corporate trust office of the Paying Agent, duly endorsed for transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent. Upon due presentation of any Series 2016 Bond in proper form for transfer, the Paying Agent shall authenticate and deliver in exchange therefor, within three (3) Business Days after such presentation, a new Series 2016Bond, registered in the name of the transferee or transferees, in Authorized Denominations and of the same maturity, aggregate principal amount, and Dated Date, and bearing interest at the same rate as the Series 2016 Bond so presented.

All Series 2016 Bonds shall be exchangeable upon presentation and surrender thereof at the designated corporate trust office of the Paying Agent for a Series 2016 Bond of like maturity, Dated Date, and interest rate and in any Authorized Denomination, in an aggregate amount equal to the unpaid principal amount of the Series 2016 Bonds presented for exchange. The Paying Agent shall be and is hereby authorized to authenticate and deliver exchange Series 2016 Bonds in accordance with the provisions of this Section. Each Series 2016 Bond delivered in accordance with this Section shall be entitled to the benefits and security of this Second Supplemental Indenture to the same extent as the Series 2016 Bonds in lieu of which such Series 2016 Bond is delivered.

The Authority or the Paying Agent may require the Owner of any Series 2016 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed inconnection with the transfer or exchange of such Series 2016 Bond. Any fee or charge of the Paying Agent for such transfer or exchange shall be paid by the Authority.

The Paying Agent shall not be required to transfer or exchange any Series 2016 Bond during the period beginning on a Record Date or a Special Record Date and ending on the next succeeding Interest Payment Date or to transfer or exchange any Series 2016 Bond called for redemption during the period beginning thirty (30) days prior to the date fixed for redemption and ending on the date fixed for redemption; provided, however, that this limitation shall not apply to the exchange by the Owner of the unredeemed portion of a Series 2016 Bond called for redemption in part.

Section 2.14. Cancellation of Series 2016 Bonds. All Series 2016 Bonds paid or redeemed in accordance with this Second Supplemental Indenture, and all Series 2016 Bonds in lieu of which exchange Series 2016 Bonds or replacement Series 2016 Bonds are authenticated and delivered in accordance herewith, shall be cancelled by the Paying Agent and retained in accordance with the Paying Agent’s document retention policies. Upon request of the Authority therefor, the Paying Agent shall furnish the Authority with appropriate certificates of cancellation of such Series 2016 Bonds.

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Section 2.15. Mutilated, Lost, or Stolen Series 2016 Bonds. Upon the presentation and surrender to the Paying Agent of a mutilated Series 2016 Bond, the Paying Agent shall authenticate and deliver in exchange therefor a replacement Series 2016 Bond of like maturity, Dated Date, interest rate and principal amount, bearing a number not contemporaneously Outstanding. If any Series 2016 Bond is lost, apparently destroyed, or wrongfully taken, the Authority, pursuant to the applicable laws of the State of Texas and in the absence of notice or knowledge that such Series 2016 Bond has been acquired by a bona fide purchaser, shall execute and the Paying Agent shall authenticate and deliver a replacement Series 2016 Bond of like maturity, Dated Date, interest rate and principal amount, bearing a number not contemporaneously Outstanding.

The Authority or the Paying Agent may require the Owner of such Series 2016 Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith and any other expenses connected therewith, including the fees and expenses of the Paying Agent. The Authority or the Paying Agent may require the Owner of a lost, apparently destroyed or wrongfully taken Series 2016 Bond, before any replacement Series 2016 Bond is issued, to:

(i) furnish to the Authority and the Paying Agent satisfactory evidence of the ownership of and the circumstances of the loss, destruction or theft of such Series 2016Bond;

(ii) furnish such security or indemnity as may be required by the Paying Agent to save the Paying Agent and the Authority harmless;

(iii) pay all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent and any tax or other governmental charge that may be imposed; and

(iv) meet any other reasonable requirements of the Authority and the Paying Agent.

If, after the delivery of such replacement Series 2016 Bond, a bona fide purchaser of the original Series 2016 Bond in lieu of which such replacement Series 2016 Bond was issued presents for payment such original Series 2016 Bond, the Authority and the Paying Agent shall be entitled to recover such replacement Series 2016 Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Authority or the Paying Agent in connection therewith.

If any such mutilated, lost, apparently destroyed or wrongfully taken Series 2016 Bond has become or is about to become due and payable, the Authority in its discretion may, instead of issuing a replacement Series 2016 Bond, authorize the Paying Agent to pay such Series 2016Bond.

Each replacement Series 2016 Bond delivered in accordance with this Section shall be entitled to the benefits and security of the Indenture to the same extent as the Series 2016 Bond or Series 2016 Bonds in lieu of which such replacement Series 2016 Bond is delivered.

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Section 2.16. Additional Senior Lien Parity Obligations. The Authority reserves the right to issue, for any lawful purpose (including the refunding of any Outstanding Bonds), one or more Series of Additional Senior Lien Bonds (including corresponding Credit Agreements) payable from and secured by a first lien on and pledge of the Trust Estate, on parity with any Outstanding Senior Lien Bonds; provided, however, that no additional Senior Lien Parity Obligations may be issued unless:

(a) There shall be on deposit in the Senior Lien Debt Service Reserve Fund (in the particular relevant accounts), after the issuance of the Additional Senior Lien Bonds, an amount equal to the respective Reserve Requirement(s) for the particular Series of Senior Lien Bonds that will be Outstanding after the issuance of such Additional Senior Lien Bonds;

(b) The Authority provides to the Trustee the documents and instruments set forth in Section 3.02 or 3.07, as applicable, of the Master Indenture that are applicable to such additional Senior Lien Parity Obligations; and

(c) The Authority has received a certificate (dated within sixty (60) days of the date of issuance of such Additional Senior Lien Bonds) of its Financial Advisor or certified public accountant which provides that Pledged Vehicle Fee Revenues over the immediately preceding Fiscal Year or for a twelve (12) consecutive calendar month period out of the 18 month period immediately preceding the month in which the Supplemental Indenture(s)authorizing such Additional Senior Lien Bonds is adopted, were at least (i) [135] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, (ii) [125] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds and Junior Lien Bonds, and(iii) [110] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, Junior Lien Bonds and Subordinate Lien Bonds, in each case, taking into account the Additional Senior Lien Bonds to be issued and any other Series of additional Bonds to be issued simultaneously therewith; provided however, such requirement shall not apply to the issuance of any Series of Additional Senior Lien Bonds for refunding purposes so long as the aggregate amount of payments to be made under the refunding bonds does not exceed the aggregate amount of payments that would have been made under the terms of the Bonds being refunded.

Notwithstanding any other provision of this Section 2.16 to the contrary, the Authority may issue the Series 2016 Senior Lien Bonds (as defined in the Master Indenture) without compliance with the provisions of Subsections (a) and (c) of this Section 2.16.

Section 2.17. Additional Junior Lien Parity Obligations. The Authority reserves the right to issue, for any lawful purpose (including the refunding of any Outstanding Obligations), one or more Series of Additional Junior Lien Bonds (including corresponding Credit Agreements) payable from and secured by a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations, and on parity with the pledge of and lien on the Trust Estate securing the Series 2016 Bonds and any other Series of Outstanding Junior Lien Bonds; provided, however, that no additional Junior Lien Parity Obligations may be issued unless:

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(a) There shall be on deposit in the Junior Lien Debt Service Reserve Fund (in the particular relevant accounts), after the issuance of the Additional Junior Lien Bonds, an amount equal to the respective Reserve Requirement(s) for the particular Series of Junior Lien Bonds that will be Outstanding after the issuance of such Additional Junior Lien Bonds;

(b) The Authority provides to the Trustee the documents and instruments set forth in Section 3.02 or 3.07, as applicable, of the Master Indenture that are applicable to such additional Junior Lien Parity Obligations; and

(c) The Authority has received a certificate (dated within sixty (60) days of the date of issuance of such Additional Junior Lien Bonds) of its Financial Advisor or certified public accountant which provides that Pledged Vehicle Fee Revenues over the immediately preceding Fiscal Year or for a twelve (12) consecutive calendar month period out of the 18 month period immediately preceding the month in which the Supplemental Indenture(s) authorizing such Additional Junior Lien Bonds is adopted, were at least (i) [125] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds and Junior Lien Bonds, and(ii) [110] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, Junior Lien Bonds and Subordinate Lien Bonds, in each case, taking into account the Additional Junior Lien Bonds to be issued and any other Series of additional Bonds to be issued simultaneously therewith; provided however, such requirement shall not apply to the issuance of any Series of Additional Junior Lien Bonds for refunding purposes so long as the aggregate amount of payments to be made under the refunding bonds does not exceed the aggregate amount of payments that would have been made under the terms of the Bonds being refundedthereby.

Section 2.18. Limited Obligations. THE SERIES 2016 BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NO ASSURANCE CAN BE GIVEN THAT THE PLEDGED VEHICLE FEE REVENUES WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE SERIES 2016 BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TO INCREASE THE RATE OR AMOUNT OF THE VEHICLE REGISTRATION FEE PER VEHICLE. THE SERIES 2016 BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS NOR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS.

ARTICLE III.


Section 3.1. Redemption Prices and Terms. The Series 2016 Bonds shall not be subject to redemption prior to maturity except as follows:

(a) Optional Redemption. The Authority reserves the right, at its option, to redeem the Series 2016 Bonds having stated maturities on and after _____________, 20__, in

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whole or in part, in Authorized Denominations, on _____________, 20__ or any date thereafter, at a price of par plus accrued interest to, but not including, the date of redemption.

(b) Mandatory Sinking Fund Redemption of Series 2016 Bonds. The Series 2016 Bonds maturing on _____________, 20__ and __________, 20__ (the “Term Bonds”) are subject to mandatory sinking fund redemption prior to maturity on the Mandatory Sinking Fund Redemption Installment Payment Dates and in the amounts shown below, at a redemption price of 100% of the principal amount of the Term Bonds being redeemed, plus accrued and unpaid interest to, but not including, the date of redemption:

TERM BONDS MATURING___________, 20__


*Maturity

TERM BONDS MATURING______________, 20__


*Maturity

The principal amount of the Term Bonds required to be redeemed on any redemption date pursuant to a mandatory sinking fund redemption shall be reduced by the Trustee, at the option of the Authority, by the principal amount of any Term Bonds having the same maturity and bearing the same interest rate which (i) at least 45 days prior to the mandatory sinking fund redemption date have been (A) acquired by the Authority and delivered to the Trustee for cancellation, (B) acquired and cancelled by the Trustee at the written direction of the Authority, or (C) redeemed other than pursuant to mandatory sinking fund redemption, and (ii) have not been previously credited against a mandatory sinking fund redemption.

Section 3.2. Redemption at the Election or Direction of the Authority. In the case of any redemption of Series 2016 Bonds at the election or direction of the Authority, the Authority shall give written notice to the Trustee, in the form of a Letter of Instructions, of the Authority’selection or direction to redeem, of the redemption date, and of the aggregate principal amounts of Series 2016 Bonds of each maturity to be redeemed (and of each interest rate within each such maturity, if more than one), which maturities, interest rates and principal amounts thereof to be

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redeemed shall be determined by the Authority in its discretion. Such notice shall be given at least thirty-five (35) days prior to the redemption date or such shorter period as shall be acceptable to the Trustee. In the event notice of redemption shall have been given as provided in Section 3.5 hereof and subject to the provisions of Section 3.7 hereof, there shall be paid prior to or on the redemption date to the appropriate Paying Agents an amount in cash which, in addition to other moneys, if any, available therefor held by such Paying Agents, will be sufficient to redeem on the redemption date at the redemption price thereof, plus interest accrued and unpaid to, but not including, the redemption date, all of the Series 2016 Bonds to be redeemed.

Section 3.3. Redemption Otherwise Than at Authority’s Election or Direction. Whenever by the terms of the Indenture the Trustee is required or authorized to redeem Series 2016 Bonds otherwise than at the election or direction of the Authority, the Trustee shall select the Series 2016 Bonds to be redeemed in the manner specified herein, give the notice of redemption and pay out moneys available therefor in an amount sufficient to pay the redemption price thereof, plus interest accrued and unpaid to, but not including, the redemption date, to the appropriate Paying Agents in accordance with the terms of this Article III, without the necessity of receipt of a separate notice.

Section 3.4. Selection of Series 2016 Bonds to be Redeemed. If less than all of the Series 2016 Bonds of the same maturity and interest rate shall be called for prior redemption, the particular Series 2016 Bonds or portions of Series 2016 Bonds of such maturity and interest rate to be redeemed shall be selected at random by the Trustee in such manner as the Trustee in itsdiscretion may deem fair and appropriate; provided, however, that any Series 2016 Bond redeemed in part shall be redeemed in an amount such that the unredeemed portion thereof shall equal an Authorized Denomination, and provided further that, in selecting Series 2016 Bonds for redemption, the Trustee shall treat each Series 2016 Bond in a denomination greater than the minimum Authorized Denomination as representing that number of Series 2016 Bonds of the minimum Authorized Denomination which is obtained by dividing the principal amount of such Series 2016 Bond by the minimum Authorized Denomination.

Section 3.5. Notice of Redemption.

(a) When the Trustee shall receive notice from the Authority of its election or direction to redeem Series 2016 Bonds pursuant to Section 3.2 hereof, and when redemption of Series 2016 Bonds is authorized or required pursuant to Section 3.3 hereof, the Trustee shall give notice, in the name of the Authority, of the redemption of such Series 2016 Bonds, which notice shall specify the series, maturities and interest rates of the Series 2016 Bonds to be redeemed, the redemption date and the method and place or places of payment of the redemption price of such Series 2016 Bonds and, if less than all of the Series 2016 Bonds of any like maturity and interest rate are to be redeemed, the letters and numbers or other distinguishing marks of such Series 2016 Bonds so to be redeemed, and, in the case of Series 2016 Bonds to be redeemed in part only, such notices shall also specify the respective portions of the principal amounts thereof to be redeemed. Subject to Section 3.7 hereof, such notice shall further state that on such date there shall become due and payable upon each Series 2016 Bond to be redeemed the redemption price thereof, or the redemption price of the specified portions of the principal amounts thereof, in the case of Series 2016 Bonds to be redeemed in part only, together with interest accrued and unpaid to, but not including, the redemption date, and that from and after such date interest thereon shall

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cease to accrue and be payable. Such notice shall be given, not more than sixty (60) and not less than thirty (30) days before the redemption date, by first-class mail, postage prepaid, to the Owner of each Series 2016 Bond which is to be redeemed in whole or in part, at the address appearing upon the registration books kept by the Trustee; provided, however, that any such notice required to be sent to a Securities Depository may be sent by any method agreed upon by the Authority, the Trustee and such Securities Depository. The Trustee’s obligation to give notice required by this Section 3.5 shall not be conditioned upon the prior payment to the Trustee of funds sufficient to pay the redemption price of the Series 2016 Bonds to which such notice relates or interest thereon to the redemption date, unless otherwise specified in this Second Supplemental Indenture.

(b) In addition to the notice requirements under Subsection (a) of this Section, if the Series 2016 Bonds are registered in the name of the nominee of the Securities Depository, the Trustee shall deliver, by telecopy, notice of a redemption not less than thirty (30) nor more than sixty (60) days prior to the redemption date, or such other number of days prior to the redemption date as is agreed upon, in writing, to the Securities Depository which will allow the Series 2016 Bonds to be timely redeemed on the redemption date.

(c) Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Registered Owner of such Series 2016Bonds receives the notice.

Section 3.6. Payment of Redeemed Series 2016 Bonds. Subject to Section 3.7 hereof, notice having been given in the manner provided in Section 3.5 hereof, the Series 2016 Bonds or portions thereof so called for redemption shall become due and payable on the redemption dateso designated at the redemption price, plus interest accrued and unpaid to, but not including, the redemption date. If there shall be selected for redemption less than all of a Series 2016 Bond, the Authority shall execute, the Paying Agent shall authenticate and deliver, upon the surrender of such Series 2016 Bond, without charge to the Owner thereof, for the unredeemed balance of the principal amount of the Series 2016 Bond so surrendered, Series 2016 Bonds of the same maturity, interest rate and aggregate principal amount in any Authorized Denomination; provided, however, that if the Indenture provides that the redemption price of any Series 2016Bond redeemed in part is payable without the necessity of the presentation and surrender of such Series 2016 Bond, then the Trustee shall note on its records the principal amount so paid and the remaining Outstanding principal amount of such Series 2016 Bond. If, on the redemption date, moneys for the redemption of all the Series 2016 Bonds or portions thereof of the same maturity and interest rate to be redeemed, together with accrued and unpaid interest to the redemption date, shall be held by the Paying Agents so as to be available therefor on said date and if notice of redemption shall have been given as aforesaid, then, from and after the redemption date, interest on the Series 2016 Bonds or portions thereof of the same maturity and interest rate so called for redemption shall cease to accrue and become payable. If said moneys shall not be so available on the redemption date, such Series 2016 Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption.

Section 3.7. Conditional Notices of Redemption. The Authority reserves the right to give notice of its election or direction to redeem Series 2016 Bonds under Section 3.2 hereof

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conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys or Investments (as defined in Article VII of the Master Indenture), in an amount equal to the amount necessary to effect the redemption, with the Trustee no later than the redemption date or (ii) that the Authority retains the right to rescind such notice at any time prior to the scheduled redemption date if the Authority delivers a certificate of an Authorized Representative of the Authority to the Trustee instructing the Trustee to rescind the redemption notice, and such notice and redemption shall be of no effect if such moneys or Defeasance Securities are not so deposited or if the notice is rescinded. The Trustee shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owners. Any Series 2016 Bonds subject to conditional redemption where redemption has been rescinded shall remain Outstanding, and the rescission shall not constitute an Event of Default. Further, in the case of a conditional redemption, the failure of the Authority to make funds available in part or in whole on or before the redemption date shall not constitute an Event of Default.

Section 3.8. Purchase of Series 2016 Bonds at Any Time. The Trustee, upon the written request of an Authorized Representative of the Authority, shall purchase Series 2016Bonds as specified by an Authorized Representative of the Authority in the open market at a price not exceeding the price specified by an Authorized Representative of the Authority. Such purchase of Series 2016 Bonds may be made with funds available under the Indenture or with other available funds of the Authority. Upon purchase by the Trustee pursuant to this Section 3.8, such Series 2016 Bonds shall be treated as delivered for cancellation pursuant to Section 2.14 hereof. Nothing in the Indenture shall prevent the Authority from purchasing Series 2016Bonds on the open market without the involvement of the Trustee and delivering such Series 2016 Bonds to the Trustee for cancellation pursuant to Section 2.14 hereof. Series 2016 Bonds purchased pursuant to this Section 3.8 that are subject to mandatory sinking fund redemption may be credited as directed by an Authorized Representative against future mandatory sinking fund redemption payments for such Series 2016 Bonds as provided in Section 3.1(b) hereof.

Section 3.9. Effect of Redemption.

(a) Notice of redemption having been given as provided in Section 3.5 of this Second Supplemental Indenture, the Series 2016 Bonds or a portion thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the Paying Agents do not have moneys on such date fixed for redemption in an amount sufficient for the payment of the redemption price of the Series 2016 Bonds or portions thereof to be redeemed, such Series 2016 Bonds or a portion thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Series 2016 Bonds is presented and surrendered for payment on such date.

(b) If the Authority shall fail to make provision for payment of all sums due on a redemption date, then the Series 2016 Bonds or portion thereof shall continue to bear interest at the rate stated on the Series 2016 Bonds until due provision is made for the payment of same, and such failure of the Authority to make provision for such payment shall not constitute an Event of Default.

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ARTICLE IV.

FORM OF BONDS

Section 4.1. Forms. The form of Series 2016 Bonds, including the Initial Bond, theform of the Paying Agent’s authentication certificate, the form of assignment, and the form of the Comptroller’s Registration Certificate for the Initial Bond to be initially issued, shall be substantially in the form of Exhibit A attached hereto and incorporated herein by reference, with such additions, deletions and variations as may be necessary or desirable and not prohibited by this Second Supplemental Indenture, including any legend regarding bond insurance if such insurance is obtained by the Authority.

Section 4.2. CUSIP Registration. The Authority may secure identification numbers through CUSIP Global Services, managed by Standard & Poor’s Services LLC, New York, New York, and may authorize the printing of such numbers on the face of the Series 2016 Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Series 2016Bonds shall be of no significance or effect as regards the legality thereof and neither the Authority nor Bond Counsel to the Authority nor the Trustee are to be held responsible for CUSIP numbers incorrectly printed on the Series 2016 Bonds.

ARTICLE V.

SECURITY FOR THE SERIES 2016 BONDS; ESTABLISHMENT OF SERIES 2016ACCOUNTS; FLOW OF FUNDS; PROCEEDS & DISBURSEMENTS

Section 5.1. Security for the Series 2016 Bonds. The Trust Estate is the sole security for the payment of the Series 2016 Bonds. The Series 2016 Bonds are secured by and payable from a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations, as set forth in the Master Indenture and this Second Supplemental Indenture.

Section 5.2. The Series 2016 Bonds Not Payable from Taxes. The Owners of the Series 2016 Bonds shall never have the right to demand payment of either the principal of or interest on the Series 2016 Bonds out of any funds raised or to be raised by taxation.

Section 5.3. Establishment of Additional Accounts for the Series 2016 Bonds.

(a) Pursuant to Section 4.01 of the Master Indenture, the Authority hereby establishes a separate account within the Construction Fund to be known as the “Series 2016Junior Construction Account.”

(b) Pursuant to Section 4.05 of the Master Indenture, the Authority hereby establishes a separate account within the Junior Lien Debt Service Fund to be known as the “Series 2016 Junior Debt Service Account.”

(c) Pursuant to Section 4.06 of the Master Indenture, the Authority hereby establishes a separate account within the Junior Lien Debt Service Reserve Fund to be known as

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the “Series 2016 Junior Debt Service Reserve Account” in order to satisfy the Reserve Requirement for the Series 2016 Bonds. The proceeds deposited in such account are solely for the benefit of the Owners of the Series 2016 Bonds and are pledged to the payment thereof. [A Reserve Fund Surety Policy issued by ______________ in accordance with Article IX hereof –or – Series 2016 Bond proceeds] is being deposited with the Trustee on the Issuance Date to the credit of such account to satisfy the Reserve Requirement for the Series 2016 Bonds.

(d) Pursuant to Section 4.01 of the Master Indenture, the Authority hereby establishes a separate account to be held by the Trustee and to be known as the “Series 2016Junior Cost of Issuance Account.”

Section 5.4. Flow of Funds.

(a) In addition to the transfers described in this Section 5.4, Section 4.02 of the Master Indenture shall apply to the Series 2016 Bonds in respect to the flow of Pledged Vehicle Fee Revenues.

(b) To the extent the Series 2016 Junior Debt Service Reserve Account contains an amount less than the Reserve Requirement for the Series 2016 Bonds, the Trustee will transfer amounts from the Pledged Revenue Fund into the Series 2016 Junior Debt Service Reserve Account (which has been separately established for the Series 2016 Bonds) in the same manner and priority as the “Junior Lien Debt Service Reserve Fund” is funded in accordance with Sections 4.02(b)(vi) and 4.06(a)(A) of the Master Indenture.

Section 5.5. Application of Proceeds. Proceeds from the sale of the Series 2016 Bonds shall, promptly upon receipt by the Trustee, be applied as follows:

(a) An amount equal to $______________ shall be transferred and deposited into the Series 2016 Junior Cost of Issuance Account and used to pay Costs of Issuance in accordance with Section 5.6 hereof;

(b) An amount equal to $______________ shall be [deposited into the 2016 Junior Debt Service Reserve Account/used to acquire a Reserve Fund Surety Policy for the Series 2016 Bonds.]

(c) The remaining proceeds of the Series 2016 Bonds will be transferred and deposited into the Series 2016 Junior Construction Account and used to pay Project Costs in accordance with Section 5.7 hereof. Upon completion of all Projects funded, in whole or in part, from the proceeds of the Series 2016 Bonds, any surplus monies remaining in the Series 2016 Junior Construction Account (i) shall be transferred to the Series 2016 Junior Debt Service Account and used to pay Debt Service on the Series 2016 Bonds as directed in a Letter of Instructions, or (ii) may be transferred to such other Funds or Accounts or used for such other purposes as directed in a Letter of Instructions; provided, that the application of funds permitted by clause (ii) shall be subject to the Authority’s receipt of a Counsel’s Opinion to the effect that such application of funds will not adversely effect the exclusion from gross income of interest on the Series 2016 Bonds for federal income tax purposes and that it is authorized by the Authorizing Law.

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Section 5.6. Disbursements for Costs of Issuance. Disbursements to pay Costs of Issuance (or to reimburse the Authority for the payment of Costs of Issuance) shall be made by the Trustee from the Series 2016 Junior Cost of Issuance Account upon receipt of a Letter of Instructions from the Authority instructing the Trustee to make such disbursement; provided, however, that the initial Letter of Instructions may be in the form of a closing memo signed by an Authorized Representative. The initial disbursement from the Series 2016 Junior Cost of Issuance Account shall be made on the Issuance Date. Any amounts remaining in the Series 2016Junior Cost of Issuance Account after all Costs of Issuance associated with the Series 2016Bonds have been paid shall be transferred to the Series 2016 Junior Construction Account.

Section 5.7. Disbursements for Project Costs.

(a) Funds on deposit in the Series 2016 Junior Construction Account shall be disbursed for the payment of Project Costs (or to reimburse the Authority for the payment of Project Costs made with available Authority funds) as provided in this Section 5.7.

(b) On the Issuance Date, upon receipt of a Letter of Instructions from the Authority, the Trustee shall immediately reimburse the Authority for any Project Costs previously paid by the Authority in the amounts and as specified in such Letter of Instructions; provided, however, such Letter of Instructions may be in the form of a closing memo signed by an Authorized Representative.

(c) Following the Issuance Date, upon the Trustee’s receipt of a properly completed and executed Requisition Requesting Disbursement To Pay Project Costs, substantially in the form attached hereto as Exhibit B, the Trustee shall, within three (3) Business Days of such receipt, disburse money from the Series 2016 Junior Construction Account in an amount sufficient to pay the Project Costs (or to reimburse the Authority for the payment of Project Costs made with available Authority funds) that are the subject of such requisition.

(d) The Trustee shall not be required to accept more than two requisitions each month, excluding requisitions paid on the Issuance Date.

Section 5.8. Trustee May Rely on Letter of Instructions and Requisitions. Upon receipt of a fully executed Letter of Instructions delivered in accordance with this Second Supplemental Indenture or a Requisition Requesting Disbursement To Pay Project Costs, the Trustee may rely conclusively upon such documents. The Trustee shall have no liability on account of any disbursement from the Series 2016 Junior Construction Account or the Series 2016 Junior Cost of Issuance Account in accordance with such Letters of Instruction or requisitions provided that it has complied with the procedure required in Sections 5.6 and 5.7 hereof.

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ARTICLE VI.


Section 6.1. Federal Income Tax Exclusion.

(a) General. The Authority intends that the interest on the Series 2016 Bonds be excludable from gross income for federal income tax purposes pursuant to sections 103 and 141 through 150 of the Code and the Regulations promulgated thereunder. The Authority covenants and agrees not to take any action, or knowingly omit to take any action within its control, that if taken or omitted, respectively, would (i) cause the interest on the Series 2016 Bonds to be includable in gross income, as defined in section 61 of the Code, for federal income tax purposes or (ii) result in the violation of or failure to satisfy any provision of section 103 and 141 through 150 of the Code and the applicable Regulations promulgated thereunder. In particular, the Authority covenants and agrees to comply with each requirement of this Section 6.1; provided, however, that the Authority shall not be required to comply with any particular requirement of this Section 6.1 if the Authority has received a Counsel’s Opinion that (i) such noncompliance will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Series 2016 Bonds or (ii) that compliance with some other requirement will satisfy the applicable requirements of the Code and the Regulations, in which case compliance with such other requirement specified in such Counsel’s Opinion shall constitute compliance with the corresponding requirement specified in this Section 6.1.

(b) No Private Use or Payment and No Private Loan Financing. The Authority covenants and agrees that it will make such use of the proceeds of the Series 2016 Bonds including interest or other investment income derived from Series 2016 Bond proceeds, regulate the use of property financed, directly or indirectly, with such proceeds, and take such other and further action as may be required so that the Series 2016 Bonds will not be “private activity bonds” within the meaning of section 141 of the Code and the Regulations promulgated thereunder. Moreover, the Authority will certify, through an authorized officer, employee or agent, that, based upon all facts and estimates known or reasonably expected to be in existence on the Issuance Date, the proceeds of the Series 2016 Bonds will not be used in a manner that would cause the Series 2016 Bonds to be “private activity bonds” within the meaning of section 141 of the Code and the Regulations promulgated thereunder.

(c) No Federal Guarantee. The Authority covenants and agrees not to take any action, or knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Series 2016 Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code and the Regulations promulgated thereunder, except as permitted by section 149(b)(3) of the Code and such Regulations.

(d) No Hedge Bonds. The Authority covenants and agrees not to take any action or knowingly omit to take any action, within its control, that, if taken or omitted, respectively, would cause the Series 2016 Bonds to be “hedge bonds” within the meaning of section 149(g) of the Code and the Regulations promulgated thereunder. Moreover, the Authority will certify, through an authorized officer, employee or agent, based upon all facts and estimates known or reasonably expected to be in existence on the Issuance Date, that the

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proceeds of the Series 2016 Bonds will not be used in a manner that would cause the Series 2016 Bonds to be “arbitrage bonds” within the meaning of section 148(a) of the Code and the Regulations promulgated thereunder.

(e) No Arbitrage. The Authority covenants and agrees that it will make such use of the proceeds of the Series 2016 Bonds including interest or other investment income derived from Series 2016 Bond proceeds, regulate investments of proceeds of the Series 2016 Bonds, and take such other and further action as may be required so that the Series 2016 Bonds will not be “arbitrage bonds” within the meaning of section 148(a) of the Code and the applicable Regulations promulgated thereunder.

(f) Arbitrage Rebate. If the Authority does not qualify for an exception to the requirements of section 148(f) of the Code relating to the required rebate to the United States, the Authority will take all necessary steps to comply with the requirement that certain amounts earned by the Authority on the investment of the “gross proceeds” (within the meaning of section 148(f)(6)(B) of the Code) of the Series 2016 Bonds be rebated to the federal government. Specifically, the Authority will (i) maintain records regarding the investment of the gross proceeds of the Series 2016 Bonds as may be required to calculate the amount earned on the investment of the gross proceeds of the Series 2016 Bonds separately from records of amounts on deposit in the funds and accounts of the Authority allocable to other bond issues of the Authority or moneys that do not represent gross proceeds of any bonds of the Authority, (ii) determine at such times as are required by applicable Regulations, the amount earned from the investment of the gross proceeds of the Series 2016 Bonds that is required to be rebated to thefederal government, and (iii) pay, not less often than every fifth anniversary date of the delivery of the Series 2016 Bonds or on such other dates as may be permitted under applicable Regulations, all amounts required to be rebated to the federal government. Further, the Authority will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Series 2016 Bonds that might result in a reduction in the amount required to be paid to the federal government because such arrangement results in a smaller profit or a larger loss than would have resulted if the arrangement had been at arm’s length and had the yield on the issue not been relevant to either party.

(g) Information Reporting. The Authority covenants and agrees to file or cause to be filed with the Secretary of the Treasury, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Series 2016 Bonds are issued, an information statement concerning the Series 2016 Bonds, all under and in accordance with section 149(e) of the Code and the applicable Regulations.

(h) Registration. The Series 2016 Bonds will be issued in registered form.

(i) Record Retention. The Authority will retain all pertinent and material records relating to the use and expenditure of the proceeds of the Series 2016 Bonds until three years after the last Series 2016 Bond is redeemed, or such shorter period as authorized by subsequent guidance issued by the Department of the Treasury, if applicable. All records will be kept in a manner that ensures their complete access throughout the retention period. For this

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purpose, it is acceptable that such records are kept either as hardcopy books and records or in an electronic storage and retrieval system, provided that such electronic system includes reasonable controls and quality assurance programs that assure the ability of the Authority to retrieve and reproduce such books and records in the event of an examination of the Series 2016 Bonds by the Internal Revenue Service.

(j) Deliberate Actions. The Authority will not take a deliberate action (as defined in section 1.141-2(a)(3) of the Regulations) that causes the Series 2016 Bonds to fail to meet any requirement of section 141 of the Code after the issue date of the Series 2016 Bonds unless an appropriate remedial action is permitted by section 1.141-12 of the Regulations, the Authority takes such action, and a Counsel’s Opinion is obtained that such remedial action cures any failure to meet the requirements of section 141 of the Code.

(k) Continuing Obligation. Notwithstanding any other provision of this Second Supplemental Indenture, the Authority’s obligations under the covenants and provisions of this Section 6.1 shall survive the defeasance and discharge of the Series 2016 Bonds for as long as such matters are relevant to the exclusion from gross income of interest on the Series 2016 Bonds for federal income tax purposes.

Section 6.2. Series 2016 Junior Rebate Account.

(a) There is hereby established within the Rebate Fund, but not as part of the Trust Estate, a special account designated “Series 2016 Junior Rebate Account.” Amounts deposited to the Series 2016 Junior Rebate Account shall be applied to the payment of the Rebate Amount pursuant to a Letter of Instructions from the Authority. The Series 2016 Junior Rebate Account and amounts on deposit therein are not security for the Series 2016 Bonds and are not part of the Trust Estate.

(b) The Authority will deliver to the Trustee, within fifty-five (55) days after each Computation Date:

(i) a statement, signed by an officer of the Authority, stating the Rebate Amount as of such Computation Date; and

(ii) (1) if such Computation Date is an Installment Computation Date, an amount that, together with any amount then held for the credit of the Series 2016 Junior Rebate Account, is equal to at least ninety percent (90%) of the Rebate Amount as of such Installment Computation Date, less any “previous rebate payments” (determined in accordance with section 1.148-3(f)(1) of the Regulations), made to the United States of America or (2) if such Computation Date is the Final Computation Date, an amount that, together with any amount then held for the credit of the Series 2016 Junior Rebate Account, is equal to the Rebate Amount as of such Final Computation Date, less any “previous rebate payments” (determined in accordance with section 1.148-3(f)(1) of the Regulations) made to the United States of America; and

(iii) an Internal Revenue Service Form 8038-T properly signed and completed as of such Computation Date.

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(c) Not later than sixty (60) days after each Computation Date, the Trustee shall withdraw from the Series 2016 Junior Rebate Account and remit to the United States of America the Rebate Amount required to be paid on such date to the United States of America in accordance with written instructions from the Authority, which shall be in compliance with sections 1.148-1 through 1.148-8 of the Regulations or any successor regulation. Each payment required to be made to the United States of America pursuant to this Section shall be submitted to the Internal Revenue Service Center, Ogden, Utah 84201-0027 or such other address as provided by law or regulation and shall be accompanied by Internal Revenue Service Form 8038-T properly completed by the Authority with respect to the Series 2016 Bonds.

(d) If the Authority discovers or is notified as of any date that any amount required to be paid to the United States of America pursuant to this Section 6.2 has not been paid as required or that any payment paid to the United States of America pursuant to this Section 6.2will have failed to satisfy any requirement of section 148(f) of the Code or 1.148-3 of the Regulations (whether or not such failure will be due to any default by the Authority or the Trustee), the Authority will (1) deliver to the Trustee (for deposit to the Series 2016 Junior Rebate Account) and cause the Trustee to pay to the United States of America from the Series 2016 Junior Rebate Account (A) the Rebate Amount that the Authority failed to pay, plus any interest specified in section 1.148-3(h)(2) of the Regulations, if such correction payment is delivered to and received by the Trustee within one hundred seventy-five (175) days after such discovery or notice, or (B) if such correction payment is not delivered to and received by the Trustee within one hundred seventy-five (175) days after such discovery or notice, the amount determined in accordance with clause (A) of this subparagraph plus the fifty percent penalty required by section 1.148-3(h)(1) of the Regulations, and (2) deliver to the Trustee an Internal Revenue Service Form 8038-T completed as of such date. If such Rebate Amount, together with any penalty and/or interest due, is not paid to the United States of America in the amount and manner and by the time specified in the Regulations the Authority will take such steps as are necessary to prevent the Series 2016 Bonds from becoming “arbitrage bonds,” within the meaning of section 148 of the Code.

(e) The Authority will retain calculations, made in preparing the statements described in this Section 6.2, whether prepared by the Authority or the Rebate Analyst, for at least three years after the later of the final maturity of the Series 2016 Bonds or the first date on which no Series 2016 Bonds are outstanding.

(f) The Authority will not indirectly pay any amount otherwise payable to the federal government pursuant to the foregoing requirements to any person other than the federal government by entering into any investment arrangement with respect to the gross proceeds of the Series 2016 Bonds that is not purchased at fair market value or includes terms that the Authority would not have included if the Series 2016 Bonds were not subject to section 148(f) of the Code.

(g) Notwithstanding the foregoing, the Authority will not be required to perform the obligations set forth in this Section 6.2 (except for the obligation to retain accounting records as described in Section 6.2) if the Authority has not earned any rebatable arbitrage and, therefore, is not subject to the rebate obligation set forth in section 148(f) of the Code. To the

27#5130688.3

extent that the Authority will not be required to perform such obligations, the Authority will send written notice to the Trustee within fifty-five (55) days after the applicable Computation Date.

ARTICLE VII.


Section 7.1. Annual Reports. (a) The Authority shall provide annually to the MSRB, within six (6) months after the end of each Fiscal Year beginning with the Fiscal Year ending September 30, 2016, the Annual Financial Information for each such Fiscal Year. Any financial statements included in such Annual Financial Information shall be (1) prepared in accordance with the accounting principles described in the Official Statement or the financial statements included in the Official Statement and (2) audited, if the Authority commissions an audit of such statements and the audit is completed within the period during which they must be provided. Ifaudited financial statements are not available by the required time, then the Authority shall provide unaudited financial statements for the applicable Fiscal Year to the MSRB within the above-described six-month period and will provide audited financial statements when and if the audit report becomes available.

(b) If the Authority changes its Fiscal Year, it will notify the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next day by which the Authority otherwise would be required to provide the Annual Financial Information pursuant to Section 7.1(a) hereof.

(c) The Annual Financial Information to be provided pursuant to Section 7.1(a) hereof may be set forth in full in one or more documents or may be included by specific reference to any document that is available from the MSRB or filed with the SEC, or may be provided in any other manner consistent with the Rule.

Section 7.2. Event Notices. (a) The Authority shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, notice of any of the following events with respect to the Series 2016 Bonds:

(i) principal and interest payment delinquencies;

(ii) non-payment related defaults, if material;

(iii) unscheduled draws on debt service reserves reflecting financial difficulties;

(iv) unscheduled draws on credit enhancements reflecting financial difficulties;

(v) substitution of credit or liquidity providers, or their failure to perform;

(vi) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form

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5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2016 Bonds, or other material events affecting the tax status of the Series 2016Bonds;

(vii) modifications to rights of holders of the Series 2016 Bonds, if material;

(viii) bond calls, if material, and tender offers;

(ix) defeasances;

(x) release, substitution, or sale of property securing repayment of the Series 2016 Bonds, if material;

(xi) rating changes;

(xii) bankruptcy, insolvency, receivership, or similar event of the Authority;1

(xiii) the consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of the assets of the Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(xiv) the appointment of a successor or additional Trustee or the change in the name of the Trustee, if material.

(b) The Authority shall provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner, notice of any failure by the Authority to provide the required Annual Financial Information in accordance with Section 7.1(a) of this Second Supplemental Indenture. All documents provided to the MSRB pursuant to this Article VII shall be accompanied by identifying information as prescribed by the MSRB and shall be provided in an electronic format or in such other format as required by the MSRB or the SEC.

Section 7.3. Limitations, Disclaimers, and Amendments. (a) The Authority shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the Authority remains an “obligated person” with respect to the Series 2016Bonds within the meaning of the Rule, except that the Authority in any event will give the notice required by Section 7.2(a) of any Series 2016 Bond calls and defeasance that cause the Authority to be no longer such an “obligated person.”

1 Note to Subsection (a)(xii) of Section 7.2: For the purposes of the event identified in such Subsection, the event

is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Authority in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority.

29#5130688.3

(b) The provisions of this Article are for the sole benefit of the Owners and beneficial owners of the Series 2016 Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other Person. The Authority undertakes to provide only the Annual Financial Information and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Authority’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The Authority does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2016 Bonds at any future date.

(c) UNDER NO CIRCUMSTANCES SHALL THE AUTHORITY BE LIABLE TO THE OWNER OR BENEFICIAL OWNER OF ANY SERIES 2016 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE AUTHORITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.

(d) No default by the Authority in observing or performing its obligations under this Article shall constitute a breach of or default under the Indenture for purposes of any other provisions of the Indenture.

(e) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the Authority under federal and state securities laws.

The provisions of this Article may be amended by the Authority from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Authority, but only if (1) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Series 2016 Bonds in the primary offering of the Series 2016 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Owners of a majorityin aggregate principal amount (or any greater amount required by any other provision of theIndenture that authorizes such an amendment) of the Outstanding Series 2016 Bonds consent to such amendment or (b) a person or entity that is unaffiliated with the Authority (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Owners and beneficial owners of the Series 2016 Bonds. If the Authority so amends the provision of this Article, it shall include with any amended Annual Financial Information next provided in accordance with Section 7.1 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of Annual Financial Information so provided. The Authority may also amend or repeal the provisions of this Article if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid.

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ARTICLE VIII.

MISCELLANEOUS

Section 8.1. Severability. If any Section, paragraph, clause or provision of this Second Supplemental Indenture shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Section, paragraph, clause or provision shall not affect any of the remaining provisions of this Second Supplemental Indenture.

Section 8.2. Parties Interested. Nothing in this Second Supplemental Indentureexpressed or implied is intended or shall be construed to confer upon, or to give to, any person or entity, other than the Authority, the Trustee, and the Owners of the Series 2016 Bonds, any right, remedy or claim under or by reason of this Second Supplemental Indenture or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Second Supplemental Indenture shall be for the sole and exclusive benefit of the Authority, theTrustee, and the Owners of the Series 2016 Bonds.

Section 8.3. Series 2016 Bonds Not Obligations of State. The Series 2016 Bonds shall not be in any way a debt or liability of the State or any political subdivision thereof other than the Authority and shall not create or constitute any indebtedness, liability or obligation of the State nor of any other political subdivision or be or constitute a pledge of the faith and credit of the State or of any such other political subdivision thereof but all Series 2016 Bonds, unless funded or refunded by other bonds of the Authority, shall be payable solely from the Trust Estate including the Pledged Vehicle Fee Revenues and the Funds pledged or available for their payment as authorized in the Master Indenture and this Second Supplemental Indenture.

Section 8.4. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of the Master Indenture or this Second Supplemental Indentureshall be retained in its possession and shall be subject at all reasonable times to the inspection of the Authority, and any Owner and their agents and their representatives, any of whom may make copies thereof.

Section 8.5. Filing of Security Instruments. The Authority represents that, under Chapter 1208.002, Texas Government Code, a security interest in property, other than real property, that is created by the Authority is valid and effective according to the terms of the security agreement and is perfected from the time the security agreement is entered into or adopted continuously through the termination of the security interest, without physical delivery or transfer of control of the property, filing of a document, or another act. The Authority covenants that, if Chapter 1208.002 is amended at any time while the Series 2016 Bonds are outstanding and unpaid, the Authority shall take all actions required in order to preserve for the Owners of the Series 2016 Bonds a perfected security interest in the property in which such security interest is granted pursuant to the terms hereof.

Section 8.6. No Recourse on the Series 2016 Bonds. No recourse shall be had for the payment of the principal amount or redemption price or interest on the Series 2016 Bonds or for any claim based thereon or on the Master Indenture or this Second Supplemental Indenture

31#5130688.3

against any director, officer or employee of the Authority or any person executing the Series 2016 Bonds.

Section 8.7. No Individual Liability. No covenant or agreement contained in the Series 2016 Bonds or in the Indenture shall be deemed to be the covenant or agreement of any member of the Board or the Trustee or any officer, agent, employee or representative of the Authority or the Trustee in his or her individual capacity, and neither the directors, officers, agents, employees or representatives of the Authority or the Trustee nor any person executing the Series 2016Bonds shall be personally liable thereon or be subject to any personal liability or accountability by reason of the issuance thereof, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise, all such liability being expressly released and waived as a condition of and in consideration for the execution of the Indenture and the issuance of the Series 2016 Bonds.

Section 8.8. Indenture to Constitute Contract. In consideration of the purchase and acceptance of any and all of the Series 2016 Bonds authorized to be issued pursuant to the Indenture by those who shall hold the same from time to time, the Indenture shall be deemed to be and shall constitute a contract among the Authority, the Trustee and the Owners of the Series 2016 Bonds, and the pledge made in the Indenture and the covenants and agreements therein set forth to be performed by or on behalf of the Authority shall be for the equal benefit, protection and security of the Owners of any and all of the Series 2016 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 Series 2016 Bonds over any other thereof except as expressly provided in or permitted by the Indenture.

Section 8.9. Governing Law. This Second Supplemental Indenture shall be governed in all respects, including validity, interpretation and effect, by, and shall be enforceable in accordance with, the laws of the State of Texas without regard to conflict of law principles.

Section 8.10. Execution in Several Counterparts. This Second Supplemental Indenturemay be simultaneously executed in several counterparts, all of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be, an original.

Section 8.11. Effective Date. This Second Supplemental Indenture shall become effective as of the date first above written upon its execution by the Chair of the Authority and the Trustee.

ARTICLE IX.


Section 9.1. Reserve Requirement. As set forth in the definition of “Reserve Requirement,” the debt service reserve requirement for the Series 2016 Bonds is equal to$___________. [Add language to address source of funding for the Reserve Requirement]

[The remainder of this page intentionally left blank]

Signature Page to Second Supplemental Indenture#5130688.3

IN WITNESS WHEREOF, the Authority and the Trustee have caused this Second Supplemental Indenture to be signed and attested on their behalf by their duly authorized representatives, all as of the date first hereinabove written.

AUTHORITY:



ATTEST:


Signature Page to Second Supplemental Indenture#5130688.3

TRUSTEE:

_________________________________

By:Name:Title:

A-1#5130688.3

EXHIBIT A

FORM OF SERIES 2016 BOND

(a) Form of Definitive Bond

REGISTERED REGISTERED PRINCIPALNO. R-___________ AMOUNT $____________

UNITED STATES OF AMERICA STATE OF TEXAS

ALAMO REGIONAL MOBILITY AUTHORITY JUNIOR LIEN VEHICLE REGISTRATIONFEE REVENUE BONDS, SERIES 2016

INTEREST RATE MATURITY DATE ISSUANCE DATE CUSIP NO._____________ __________,20__ ___________, 2016 _____________

REGISTERED OWNER:

The ALAMO REGIONAL MOBILITY AUTHORITY (the “Authority”), a body politic and corporate and political subdivision of the State of Texas, organized and existing under and by virtue of the laws of the State of Texas for value received, hereby promises to pay to the Registered Owner (identified above), or registered assigns, but solely from the sources and in the manner hereinafter provided, on the Maturity Date specified above, the principal sum of

______________________________________________ DOLLARS

(or so much thereof as shall not have been paid upon prior redemption) and to pay interest thereon from the Issuance Date specified above at the per annum interest rate specified above and on the dates set forth herein. Capitalized terms not defined herein shall have the meaning assigned to such terms in the Master Indenture and the Second Supplemental Indenture, as each such term is defined below.

The principal and the redemption price of this Bond is payable without exchange or collection charges, in any coin or currency of the United States of America, upon surrender to the Paying Agent/Registrar. Interest on the Bonds shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest shall begin to accrue from the Issuance Date. The interest on this Bond shall be paid semi-annually on each June 15 and December 15, beginning ______________ 15, 20__ (each such day of payment, an “Interest Payment Date”), by check mailed to the person in whose name this Bond is registered (the “Owner” or as to Bonds collectively, the “Owners”) as of the Record Date. If the date for the payment of principal or interest on any Bond is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the original date such payment was originally due. If interest on any Bond is not paid on any Interest Payment Date and continues unpaid for thirty (30) days thereafter, the Paying Agent/Registrar shall establish a new record date for the payment of such interest, to be known as a “Special Record Date.” The Paying Agent/Registrar shall establish a Special Record Date

A-2#5130688.3

when funds to make such interest payment are received from or on behalf of the Authority. Such Special Record Date shall be fifteen (15) days prior to the date fixed for payment of such past due interest (the “Special Payment Date”), and notice of the Special Payment Date shall be sent by United States mail, first class, postage prepaid, not later than five (5) days prior to the Special Payment Date, to each Owner of record of an affected Bond on the special Record Date.

This is one of the Obligations of the Authority designated “Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016” (the “Series 2016 Bonds” or the “Bonds”), dated ___________ 1, 2016, issued in the aggregate principal amount of $______________ under and pursuant to and in accordance with the provisions of the Authorizing Law, Chapter 370, Texas Transportation Code, as amended, and Chapter 1371, Texas Government Code, as amended, and under and pursuant to a Master Trust Indenture (the “Master Indenture”), as supplemented by the First Supplemental Trust Indenture (the “First Supplemental Indenture”) and the Second Supplemental Trust Indenture (the “Second Supplemental Indenture” and, together with the First Supplemental Indenture and the Master Indenture, the “Indenture”), each dated as of _________ 1, 2016 and each by and between the Authority and ___________, as trustee (the “Trustee”).

Concurrently with the delivery of the Bonds, the Authority is issuing its Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016.

The Bonds have been issued pursuant to the Master Indenture and the Second Supplemental Indenture for the purpose of (i) paying the Project Costs, (ii) funding the Series 2016 Junior Debt Service Reserve Account, and (iii) paying Costs of Issuance. The Bonds shall be dated ______________ 1, 2016.

The Bonds are special limited obligations of the Authority constituting Junior Lien Parity Obligations payable from and secured by a pledge of and lien on the Trust Estate that is inferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing the Subordinate Lien Parity Obligations. The Trust Estate is the sole security for the payment of the Bonds. The Owners of the Bonds shall never have the right to demand payment of either the principal of or interest on the Bonds out of any funds raised or to be raised by taxation.

LIMITED OBLIGATIONS. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NO ASSURANCE CAN BE GIVEN THAT THE PLEDGED VEHICLE FEE REVENUES WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TOINCREASE THE RATE OR AMOUNT OF THE VEHICLE REGISTRATION FEE PER VEHICLE. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS NOR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS.

The Authority reserves the right in the Indenture to issue other Obligations of the Authority and further reserves the right to issue Obligations that are payable from and secured by

A-3#5130688.3

the Trust Estate that are senior to, on a parity with, or junior and subordinate to the Bonds, all as provided in the Indenture.

The Bonds are issuable only in fully registered form, without coupons, in principal denominations of $5,000 or any integral multiple thereof.

The Bonds are subject to redemption prior to stated maturity as set forth in the Second Supplemental Indenture.

This Bond is transferable only upon the presentation and surrender thereof at the designated corporate trust office of the Paying Agent, duly endorsed for transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent. Upon due presentation of any Bond in proper form for transfer, the Paying Agent shall authenticate and deliver in exchange therefor, within three (3) Business Days after such presentation, a new Bond, registered in the name of the transferee or transferees, in Authorized Denominations and of the same maturity and principal amount, and bearing interest at the same rate as the Bond so presented.

All Bonds shall be exchangeable upon presentation and surrender thereof at the designated corporate trust office of the Paying Agent for a Bond of like maturity, and interest rate and in any Authorized Denomination, in an aggregate amount equal to the unpaid principal amount of the Bonds presented for exchange.

Reference is made to the Master Indenture and the Second Supplemental Indenture, copies of which are on file with the Trustee, concerning the security for the Bonds, the respective rights and obligations of the Authority and the Owners thereunder, and the other stipulations and covenants with respect to the Bonds. The Indenture may be amended and supplemented upon compliance with the provisions thereof. By accepting this Bond, the Owner hereof consents to the provisions of the Indenture.

To the extent of any conflict between the terms and provisions of this Bond and the Indenture, the terms and provisions of the Indenture shall govern and control.

Neither the officers, employees, or agents of the Authority nor any person executing the Bonds shall be subject to any personal liability because of the issuance thereof.

The Authority certifies that all conditions required to be satisfied for the lawful issuance of the Bonds have been satisfied. This Bond shall not be valid or be entitled to any benefit of the Indenture unless the Certificate of Authentication appearing hereon has been executed by the Paying Agent or, in lieu thereof, the Comptroller of Public Accounts of the State of Texas has executed the Registration Certificate of the Comptroller of Public Accounts appearing hereon.

A-4#5130688.3

IN WITNESS WHEREOF, the Authority has caused this Bond to be executed in its name by the manual or facsimile signature of the Chairman of the Authority, countersigned manually or in facsimile by the Secretary, and the Authority has caused its seal or a facsimile thereof to be affixed to this Bond.



COUNTERSIGNED:


[SEAL]

A-5#5130688.3

Form of Comptroller’s Registration Certificate

[to appear on Initial Bond only]

REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS

OFFICE OF COMPTROLLER Register No. ___________________

STATE OF TEXAS

I HEREBY CERTIFY that there is on file and of record in my office a certificate of the Attorney General of the State of Texas approving this Bond and certifying that this Bond and the proceedings for the issuance thereof have been examined by him as required by law, and that he finds that this Bond has been issued in accordance with law and that it is a valid and binding limited obligation of the Alamo Regional Mobility Authority, payable from the revenues and other funds pledged to its payment by and in the proceedings authorizing the same, and I do further certify that this Bond has this day been registered by me as Comptroller.

WITNESS MY HAND AND SEAL OF OFFICE this _________________________.

________________________________________Comptroller of Public Accountsof the State of Texas

(SEAL)

Form of Certificate of Authentication of Paying Agent

[The Certificate of Authentication shall be deleted from the Initial Bond if the Comptroller’s Registration Certificate appears thereon.]

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds of the issue described in the within-mentioned Indentureand this Bond has been issued in exchange for or replacement of a Bond, Bonds, or portion of a Bond or Bonds of the above entitled and designated series which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas.

as Paying Agent

Dated: By: Authorized Officer

A-6#5130688.3

Form of Assignment

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto(print or typewrite name, address, and zip code of transferee) _________________________ social security or other identifying number of transferee) ______________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints___________________________ attorney to transfer the within Bond on the Books kept for registration thereof, with full power of substitution in the premises.

Date: ____________________

Signature guaranteed by:

______________________________________NOTE: Signature must be guaranteed by a commercial bank or trust company or by a member firm of a registered national securities exchange.

Signature of Owner:

____________________________________NOTICE: The signature to this Assignment must correspond with the name as it appears on the face of the within Bond in every particular, without alteration or change whatsoever.

(b) The Initial Bond shall be in substantially the form set forth in Paragraph (a) above of this Exhibit A, with the following alterations:

(1) On the first page thereof, the headings “INTEREST RATE” and “MATURITY DATE” shall both be completed with the words “As shown below”, and the heading “CUSIP NO.” shall be deleted; and

(2) The first paragraph of the Bond, immediately following the name of the Registered Owner, shall be deleted and the following will be inserted (with all blanks and bracketed items to be completed with information contained in Section 2.2 of the Second Supplemental Indenture):

“The ALAMO REGIONAL MOBILITY AUTHORITY (the “Authority”), a body politic and corporate and political subdivision of the State of Texas, organized and existing under and by virtue of the laws of the State of Texas, for value received, hereby promises to pay to the Registered Owner (identified above), or registered assigns, but solely from the sources and in the manner hereinafter provided, on June 15 in each of the years in the principal installments and bearing interest at the per annum rates set forth in the following schedule:

Principal Amount Year of Maturity Interest Rate

[To be completed with information contained in Section 2.2 of the Second Supplemental Indenture.]

A-7#5130688.3

(or so much thereof as shall not have been paid upon prior redemption) and to pay interest thereon from the Issuance Date specified above at the respective per annum interest rate specified above and on the dates set forth herein. Capitalized terms not defined herein shall have the meaning assigned to such terms in the Master Indenture and the Second Supplemental Indenture, as each such term is defined below.”

B-1#5130688.3

EXHIBIT B

FORM OF REQUISITION

REQUISITION REQUESTING DISBURSEMENT TO PAY PROJECT COSTS

DATE: [Month], [Year]

REQUISITION NO. ______

DESCRIPTION SUMMARY1 AMOUNT

$_________

TOTAL AMOUNT REQUESTED $_________

The Authority does hereby certify to the Trustee that: (i) each item submitted herewith is a proper charge against the Series 2016 Junior Construction Account of the Construction Fundand has not been paid, (ii) such requisition contains no item representing payment on account of any retainage which the Authority is as of the date of this requisition not entitled to release, (iii) no default exists under the Indenture which has not been disclosed to the Trustee and the Authority will use its best efforts to cure any default if it exists, and (iv) there has not been filed with or served upon the Authority legal notice of any lien, right to lien, attachment or other claim, which is valid in the opinion of counsel to the Authority and affects the right to receive payment of any of the moneys payable to any of the Persons, firms or corporations named herein which has not been released or will not be released simultaneously with such payment.

All of the sums requisitioned in this requisition are to be (i) withdrawn from the Series 2016 Junior Construction Account of the Construction Fund and (ii) disbursed by the Trustee within three (3) Business Days of receipt of this requisition pursuant to Section 5.7(c) of the Second Supplemental Indenture.

Please remit funds by wire transfer to: [insert wiring instructions of Authority or other Person for disbursement]

1 Insert or attach appropriate information indicating the name of the Person, firm or corporation to whom payment is due, the amount to be paid and the purpose for which such obligation was incurred.

B-4#5130688.3


By:

Title:

[Must be signed by an Authorized Representative of the Authority]

PRELIMINARY OFFICIAL STATEMENT DATED APRIL __, 2016

NEW ISSUE - Book-Entry-Only RATING: [RATING AGENCY NAME]: “Applied for”See “OTHER INFORMATION — Rating” herein

In the opinion of Bond Counsel, under existing law, interest on the Bonds is excludable from gross income for federal income tax purposes andthe Bonds are not “private activity bonds.” See “TAX MATTERS — Tax Exemption” herein for a discussion of the opinion of Bond Counsel, including a description of alternative minimum tax consequences for corporations.

$__________

ALAMO REGIONAL MOBILITY AUTHORITYSENIOR LIEN VEHICLE REGISTRATION FEE

REVENUE BONDS, SERIES 2016

$__________*

ALAMO REGIONAL MOBILITY AUTHORITYJUNIOR LIEN VEHICLE REGISTRATION FEE


Interest Accrues from the Date of Delivery Due: June 1, as shown on pages ii and iii

The Alamo Regional Mobility Authority (the “Authority”) is issuing $__________* of Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 (the “Senior Bonds”) and $__________* of Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 (the “Junior Bonds”, and together with the Senior Bonds, the “Bonds”) as fully-registered obligations pursuant to a resolution adopted by the Board of Directors of the Authority (the “Board”) authorizing the issuance and delivery of the Bonds (the “Resolution”), a Master Trust Indenturedated as of [DATE], 2016 (the “Master Indenture”), by and between the Authority and [TRUSTEE], as trustee (the “Trustee”), a First Supplemental Trust Indenture authorizing the Senior Bonds dated as of [DATE], 2016 (the “First Supplemental Indenture”) by and between the Authority and the Trustee, and a Second Supplemental Trust Indenture authorizing the Junior Bonds dated as of [DATE], 2016 (the “Second Supplemental Indenture”, and collectively with the Master Indenture and the First Supplemental Indenture, the “Indenture”), by and between the Authority and the Trustee. In the Resolution, the Board delegated the authority to certain officers of the Authority to completethe terms for the sale of the Bonds. See “THE BONDS — Authority for Issuance.” The Senior Bonds, together with any Additional Senior Lien Obligations (as defined in the Indenture) issued or incurred in the future, are special limited obligations of the Authority payable solely from a first lien on and pledge of the Trust Estate (defined herein). The Junior Bonds, together with any Additional Junior Lien Obligations (as defined in the Indenture) issued or incurred in the future, are special limited obligations of the Authority payable solely from a junior and subordinate lien on and pledge of the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing Subordinate Lien Parity Obligations. See “SECURITY FOR THE BONDS.”

THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NO ASSURANCE CAN BE GIVEN THAT THE TRUST ESTATE WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TO INCREASE THE RATE OR AMOUNT OF THE OPTIONAL VEHICLE REGISTRATION FEE PER VEHICLE. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS NOR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS. See “SECURITY FOR THE BONDS.”

Interest on the Bonds will accrue from the Date of Delivery (defined below) to the initial purchasers thereof and will be payable on June 1 and December 1 of each year, commencing December 1, 2016, and will be calculated on the basis of a 360-day year of twelve 30-day months. The definitive Bonds are initially issuable only to Cede & Co., the nominee of The Depository Trust Company (“DTC”), New York, New York, pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the purchasers thereof. The Trustee shall act as the initial paying agent/registrar for the Bonds (the “Paying Agent/Registrar”). Principal of and interest on the Bonds will be payable by the Trustee as the initial Paying Agent/Registrar, to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “THE BONDS — Book-Entry-Only System.”

The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity. See “THE BONDS — Redemption.” The Authority has reserved the right in the Indenture to issue Additional Senior Lien Bonds, Additional Junior Lien Bonds, Subordinate Lien Bonds, and Credit Agreement Payment Obligations upon satisfaction of the conditions set forth therein. See “SECURITY FOR THE BONDS – Additional Senior Lien Parity Obligations,” “– Additional Junior Lien Parity Obligations,” “– Subordinate Lien Bonds,” and “–Credit Agreement Payment Obligations”

Proceeds from sale of the Bonds will be used for (i) the financing of all or part of certain long-term transportation projects and related expenditures, (ii) funding a Senior Lien Debt Service Reserve Fund and a Junior Lien Debt Service Reserve Fund, and (iii) paying costs of issuance of the Bonds. See “PLAN OF FINANCE.”

This cover page contains information for quick reference only. It is not a summary of the Bonds. Potential investors must read the entire Official Statement to obtain information essential to making an informed investment decision. Investment in the Bonds is subject to certain investment considerations. See “RISK FACTORS.”

STATED MATURITY SCHEDULE, INTEREST RATES, INITIAL YIELDS, AND CUSIP NUMBERS (On Pages ii and iii)

The Bonds are offered for delivery when, as, and if issued and received by the Underwriters named below and subject, among other things, to the approval of legality and certain other matters by the Attorney General of the State of Texas and Bracewell LLP, San Antonio, Texas(“Bond Counsel”). Certain legal matters will be passed upon for the Underwriters by their counsel, Winstead PC, San Antonio, Texas. It is expected that delivery of the Bonds will be made through DTC on or about June __, 2016 (the “Date of Delivery”).

Preliminary, subject to change.

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MORGAN STANLEYBANK OF AMERICA MERRILL LYNCH CITIGROUP SIEBERT BRANDFORD SHANK & CO.

ii

$__________



MATURITY SCHEDULE, INTEREST RATES, INITIAL YIELDS AND CUSIP NUMBERS (1)

CUSIP(2) Prefix: _______

Maturity(June 1)

Principal Amount

Interest Rate

Initial Yield

CUSIP(2)

SuffixMaturity(June 1)

Principal Amount

InterestRate

Initial Yield

CUSIP (2)

Suffix

2016 20272017 20282018 20292019 20302020 20312021 20322022 20332023 20342024 20352025 20362026

$_______ ______% Term Bond Due June 1, 20__ Priced to Yield _____% CUSIP Suffix(1): ___


_______________(1) Preliminary, subject to change.(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global

Services, managed by S&P Capital IQ on behalf of The American Bankers Association and are included solely for convenience of the registered owners of the Bonds. Neither the Authority nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the Bonds as a result of various subsequent actions, including but not limited to, a refunding in whole or in part of such maturity, or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Bonds.


iii

$__________



MATURITY SCHEDULE, INTEREST RATES, INITIAL YIELDS AND CUSIP NUMBERS (1)

CUSIP(2) Prefix: _______

Maturity(June 1)

Principal Amount

Interest Rate

Initial Yield

CUSIP(2)

SuffixMaturity(June 1)

Principal Amount

InterestRate

Initial Yield

CUSIP (2)

Suffix

2016 20272017 20282018 20292019 20302020 20312021 20322022 20332023 20342024 203520252026



_______________(1) Preliminary, subject to change.(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by S&P Capital IQ on behalf of The American Bankers Association and are included solely for convenience of the registered owners of the Bonds. Neither the Authority nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. The CUSIP number for a specific maturity is subject to being changed after the execution and delivery of the Bonds as a result of various subsequent actions, including but not limited to, a refunding in whole or in part of such maturity, or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Bonds


iv

USE OF INFORMATION IN OFFICIAL STATEMENT

For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, as amended (the “Rule”), this document constitutes an “official statement” of the Authority with respect to the Bonds that has been “deemed final” by the Authority as of its date except for the omission of no more than the information permitted by the Rule. No dealer, broker, salesman, or other person has been authorized by the Authority or the Underwriters of the Bonds to give any information or to make any representation other than those contained in this Official Statement, including the Appendices hereto, and, if given or made, such other information or representation must not be relied upon as having been authorized by the Authority or the Underwriters of the Bonds. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement, nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds and in no instance may this Official Statement be reproduced or used for any other purpose.

THIS OFFICIAL STATEMENT, INCLUDING THE APPENDICES HERETO, IS INTENDED TO REFLECT FACTS AND CIRCUMSTANCES ON THE DATE OF THIS OFFICIAL STATEMENT OR ON SUCH OTHER DATE OR AT SUCH OTHER TIME AS IDENTIFIED HEREIN. NO ASSURANCE CAN BE GIVEN THAT SUCH INFORMATION WILL NOT BE MISLEADING AT A LATER DATE. CONSEQUENTLY, RELIANCE ON THIS OFFICIAL STATEMENT AT TIMES SUBSEQUENT TO THE ISSUANCE OF THE BONDS DESCRIBED HEREIN SHOULD NOT BE MADE ON THE ASSUMPTION THAT ANY SUCH FACTS OR CIRCUMSTANCES ARE UNCHANGED.

NONE OF THE AUTHORITY, THE UNDERWRITERS OR THE FINANCIAL ADVISOR MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT REGARDING THE DEPOSITORY TRUST COMPANY (“DTC”) OR ITS BOOK-ENTRY-ONLY SYSTEM, AS SUCH INFORMATION WAS FURNISHED BY DTC. THE UNDERWRITERS OF THE BONDS HAVE PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART OF, THEIR RESPECTIVE RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION.

THE PRICE AND OTHER TERMS RESPECTING THE OFFERING AND SALE OF THE BONDS MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS AFTER THE BONDS ARE RELEASED FOR SALE AND THE BONDS MAY BE OFFERED AND SOLD AT PRICES OTHER THAN THE INITIAL OFFERING PRICE, INCLUDING SALES TO DEALERS WHO MAY SELL SUCH BONDS INTO INVESTMENT ACCOUNTS. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

No registration statement relating to the Bonds has been filed with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended, in reliance upon an exemption provided thereunder. The Bonds have not been registered or qualified under the Securities Act of the State of Texas in reliance upon various exemptions contained therein, nor have the Bonds been registered or qualified under the securities laws of any other jurisdiction. The Authority assumes no responsibility for the registration or qualification for sale or other disposition of the Bonds under the securities laws of any jurisdiction in which the Bonds may be offered, sold or otherwise transferred. This disclaimer of responsibility for registration or qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration or qualification provisions.

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE BONDS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES AUTHORITY OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The statements contained in this Official Statement, and in other information provided by the Authority, that are not purely historical, are forward-looking statements, including statements regarding the Authority’s expectations, hopes, intentions or strategies regarding the future. All forward-looking statements included in this Official Statement are based on information available to the Authority on the date hereof, and the Authority assumes no obligation to update any such forward-looking statements. See “RISK FACTORS —Forward-Looking Statements.”

v

TABLE OF CONTENTS

USE OF INFORMATION IN OFFICIAL STATEMENT........ iv

OFFICIAL STATEMENT SUMMARY................................... vi

AUTHORITY ADMINISTRATION ........................................ ixBoard of Directors ............................................................... ixConsultants and Advisors .................................................... ix

INTRODUCTION...................................................................... 1

PLAN OF FINANCE ................................................................. 2General.................................................................................. 2Refunding of Line of Credit. Error! Bookmark not defined.Sources and Uses of Funds ................................................... 3

THE BONDS ............................................................................. 3Description of the Bonds ...................................................... 3Authority for Issuance........................................................... 3Redemption........................................................................... 4Defeasance............................................................................ 5Book-Entry-Only System...................................................... 6Paying Agent/Registrar ......................................................... 8Transfer, Exchange and Registration .................................... 8Amendments ......................................................................... 8Record Date .......................................................................... 8Special Record Date for Interest Payment ............................ 9Defaults and Remedies ......................................................... 9

SECURITY FOR THE BONDS ................................................ 9Pledge Under the Indenture................................................... 9Pledged Vehicle Fee RevenuesError! Bookmark not defined.Funding Agreement for Transportation ProjectsError! Bookmark not defined.Flow of Funds ..................................................................... 11Monthly Deposits to Debt Service Fund ............................. 12Debt Service Reserve Fund Requirements for Senior

Lien Bonds .................................................................... 14Additional Senior Lien Parity ObligationsError! Bookmark not defined.Credit Agreement Payment Obligations ............................. 16Credit Agreements ............... Error! Bookmark not defined.Inferior Lien Obligations .................................................... 16Supplemental Security ........................................................ 16

THE VEHICLE REGISTRATION FEES................................ 17Vehicle Registration Fees ................................................... 17Table 1- Vehicle Registration and Vehicle Registration

Fee History .................................................................... 19

DEBT SERVICE REQUIREMENTSError! Bookmark not defined.Table 2 - Debt Service Requirements of the Bonds ............ 20

THE AUTHORITY.................................................................. 21Regional Mobility Authorities ............................................ 21Creation of the Alamo Regional Mobility Authority .......... 21Board of Directors and Key EmployeesError! Bookmark not defined.

Projects ............................................................................... 25Financial Statements ........................................................... 25

INVESTMENT AUTHORITY ................................................ 25Legal Investments ............................................................... 25Investment Policies ............................................................. 26Table 3 - Current Investments............................................. 27

TAX MATTERS...................................................................... 27Tax Exemption.................................................................... 27Additional Federal Income Tax Considerations.................. 28

RISK FACTORS...................................................................... 30Forward-Looking Statements.............................................. 30Uncertainty of Revenues..................................................... 30The Bonds are Limited Obligations .................................... 30County Pledge of Non-Reduction of Vehicle Registration

Fee .................................. Error! Bookmark not defined.Limitation and Enforceability of Remedies Under the

Indenture........................................................................ 30Future and Proposed Tax Legislation ................................. 31

CONTINUING DISCLOSURE OF INFORMATION............. 31Annual Reports ................................................................... 31Event Notices...................................................................... 32Limitations and Amendments ............................................. 33Compliance with Prior Undertakings.................................. 33

OTHER INFORMATION........................................................ 33Rating.................................................................................. 33Litigation ............................................................................ 33Legal Investments and Eligibility to Secure Public Funds

in Texas ......................................................................... 34Legal Matters ...................................................................... 34Authenticity of Financial Information................................. 34Financial Statements ........................................................... 34Financial Advisor................................................................ 35Underwriting....................................................................... 35Miscellaneous ..................................................................... 35

APPENDICESGeneral Information Regarding the County.............................AAudited Financial Statements of the Authority........................ BExcerpts of Certain Provisions of the Master Indenture and

First Supplemental Indenture............................................. CForm of Bond Counsel Opinion ...............................................D

The cover page hereof, this page, the appendices included herein, and any addenda, supplement or amendment hereto, are part of the Official Statement.

vi

OFFICIAL STATEMENT SUMMARY

This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Bonds to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement.

THE COUNTY ..................... Bexar County, Texas (the “County”) was organized in 1836 as one of the original counties of the Republic of Texas and is now the third most populous of the 254 counties in the State of Texas. Bexar County’s 2010 census population was 1,714,773 with a 2015 estimated population of 1,882,834. The County has an area of approximately 1,248 square miles, and contains 21 other incorporated cities within its boundaries.

THE AUTHORITY ............... The Alamo Regional Mobility Authority (the “Authority”) is a political subdivision of the State of Texas located in the County. It was created in 2003 under Chapter 370 of the Texas Transportation Code to finance, acquire, design, construct, operate, maintain, expand, or extendtoll and non-toll transportation projects.

THE BONDS ........................ The Bonds are being issued pursuant to (i) the general laws of the State of Texas, particularly Chapters 370 and 502, Texas Transportation Code, as amended, and Chapter 1371, Texas Government Code, as amended, (ii) a resolution (the “Resolution”) adopted by the Board of Directors of the Authority authorizing the delivery and issuance of the Bonds, (iii) a Master Trust Indenture dated as of [DATE], 2016 (the “Master Indenture”), by and between the Authority and [TRUSTEE], as trustee (the “Trustee”), (iv) a First Supplemental Trust Indenture authorizing the Senior Bonds dated as of [DATE], 2016 (the “First Supplemental Indenture”) by and between the Authority and the Trustee, and (v) a Second Supplemental Trust Indenture authorizing the Junior Bonds dated as of [DATE], 2016 (the “Second Supplemental Indenture”, and collectively with the Master Indenture and First Supplemental Indenture, the “Indenture”) by and between the Authority and the Trustee. In the Resolution, the Board delegated the authority to certain officers of the Authority to complete the terms for the sale of the Bonds. See “THE BONDS — Authority for Issuance.” THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NO ASSURANCE CAN BE GIVEN THAT THE TRUST ESTATE WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TO INCREASE THE RATE OR AMOUNT OF VEHICLE REGISTRATION FEES PER VEHICLE. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS OR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS. See “SECURITY FOR THE BONDS” and “RISK FACTORS.”

PAYMENT OF INTEREST .... Interest on the Bonds will accrue from the date of their delivery to the initial purchasers thereof and is payable on each June 1 and December 1, commencing December 1, 2016, until maturity or prior redemption. See “THE BONDS — Description of the Bonds.”

TRUST ESTATE................... Defined in the Indenture to include, among other moneys, (i) all Pledged Vehicle Fee Revenues (as defined in the Indenture and subject to the requirements for certain transfers set forth in the Indenture), which consist of 100% of the funds collected by the County following the Date of Delivery from the levy and collection of the Optional Vehicle Registration Fees (as defined in the Indenture), (ii) all moneys deposited or required to be deposited, including interest earnings and investment income therefrom, into certain funds held by the Trustee pursuant to the Indenture (but excluding moneys on deposit in the Rebate Fund and the VRF General Fund), (iii) any Supplemental Security, and (iv) any and all property of every kind and nature (including without limitation, cash, obligations or securities) which may from time to time hereafter be conveyed, assigned, hypothecated, endorsed, pledged, mortgaged, granted, or delivered to or deposited with, the Trustee as additional security hereunder by the Authority, or anyone on behalf of the Authority, or which pursuant to any of the provisions hereof may come into the possession or control of the Trustee as security hereunder, or of a receiver lawfully appointed hereunder, all of which property the Trustee is authorized to receive, hold and apply according to the terms hereof. The Authority

vii

has reserved the right in the Indenture to issue Additional Senior Lien Bonds and to incur certain other obligations secured by and payable from the Trust Estate on a parity with the Bonds upon satisfaction of the conditions set forth therein. See “SECURITY FOR THE BONDS – Trust Estate.”

SECURITY FOR THE

BONDS................................. The Senior Bonds, together with any Additional Senior Lien Bonds (as defined in the Indenture),are special limited obligations of the Authority payable solely from a first lien on and pledge of the Trust Estate. See “SECURITY FOR THE BONDS – Senior Bonds.”

The Junior Bonds, together with any Additional Junior Lien Bonds (as defined in the Indenture), are special limited obligations of the Authority payable solely from a lien on the Trust Estate that isinferior and junior to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing Subordinate Lien Parity Obligations. See “SECURITY FOR THE BONDS – Junior Bonds.”

The Authority has reserved the right in the Indenture to issue Additional Senior Lien Bonds, Additional Junior Lien Bonds, Subordinate Lien Bonds, and Credit Agreement Payment Obligations upon satisfaction of the conditions set forth therein. See “SECURITY FOR THE BONDS – Additional Senior Lien Parity Obligations,” “– Additional Junior Lien Parity Obligations,” “– Subordinate Lien Bonds,” and “– Credit Agreement Payment Obligations”

OPTIONAL REDEMPTION .. The Authority reserves the right, at its option, to redeem the Senior Bonds maturing on or afterJune 1, 20__, on June 1, 20__, or on any date thereafter, at the par value thereof plus accrued interest to the date of redemption, in whole or in part in principal amounts of $5,000 or any integral multiple thereof. See “THE BONDS — Optional Redemption of the Senior Bonds.”

The Authority reserves the right, at its option, to redeem the Junior Bonds maturing on or after June 1, 20__, on June 1, 20__, or on any date thereafter, at the par value thereof plus accrued interest to the date of redemption, in whole or in part in principal amounts of $5,000 or any integral multiple thereof. See “THE BONDS — Optional Redemption of the Junior Bonds.”

MANDATORY SINKING

FUND REDEMPTION ........... The Senior Bonds maturing on June 1, 20__ and June 1, 20__ are subject to mandatory sinking fund redemption. See “THE BONDS — Redemption — Mandatory Sinking Fund Redemption of the Senior Bonds.”

The Junior Bonds maturing on June 1, 20__ and June 1, 20__ are subject to mandatory sinking fund redemption. See “THE BONDS — Redemption — Mandatory Sinking Fund Redemption of the Junior Bonds.”

USE OF PROCEEDS OF THE

BONDS................................. Proceeds from the sale of the Bonds will be used for the (i) financing of all or part of certain long-term transportation projects and related expenditures, (ii) funding a Senior Lien Debt Service Reserve Fund and Junior Lien Debt Service Reserve Fund, and (iii) paying the costs of issuance of the Bonds. See “PLAN OF FINANCE.”

TAX EXEMPTION ............. In the opinion of Bond Counsel, under existing law, interest on the Bonds is excludable from gross income for federal income tax purposes and the Bonds are not “private activity bonds.” See “TAX MATTERS –– Tax Exemption” herein for a discussion of the opinion of Bond Counsel, including a description of alternative minimum tax consequences for corporations.

RATING............................... The Senior Bonds are rated “___” by [RATING AGENCY NAME]. See “OTHER INFORMATION — Rating.”

The Junior Bonds are rated “___” by [RATING AGENCY NAME]. See “OTHER INFORMATION — Rating.”

BOOK-ENTRY-ONLY

viii

SYSTEM............................... The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of DTC, pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “THE BONDS — Book-Entry-Only System.”

[The remainder of this page is intentionally left blank]

ix

AUTHORITY ADMINISTRATION

Board of Directors

................................................................Occupation

Length ofService Term Expires

James Conrad Weaver Businessman 0 years(1) February 1, 2018

Gavino Ramos, Jr. Businessman 6 years February 1, 2016

John Montford Businessman 2 years February 1, 2017

Ramiro A. Cavazos Businessman 3 years February 1, 2016

David Starr Businessman 2 years February 1, 2015(2)

Lou Miller Businessman 1 year December 31,2016

Baltazar Serna, Jr. Attorney 0 years(1) February 1, 2018

(1) Original appointment within the last two months.

(2) In accordance with the By-Laws of the Authority, David Starr will remain as a member of the Board of Directors until a successor has been

duly appointed and qualified by Commissioners Court of Bexar County, Texas.

Consultants and Advisors

Bond Counsel and Disclosure Counsel...........................................................................................................Bracewell LLPSan Antonio, Texas

Financial Advisor ........................................................................................................... Estrada Hinojosa & Company, Inc.Dallas, Texas

General Counsel ........................................................................................................................................... Locke Lord LLPAustin, Texas

Trustee and Paying Agent/Registrar ...................................................................................................................[TRUSTEE][TRUSTEE CITY], Texas

For additional information regarding the Authority, please contact:

David L. SmithExecutive DirectorAlamo Regional Mobility Authority101 W. Nueva, Suite 901Phone: (210) 335-2405

Don J. GonzalesManaging DirectorEstrada Hinojosa & Company, Inc.100 W. Houston Street, Suite 1400 San Antonio, Texas 78205Phone: (210) 223-4888

1

OFFICIAL STATEMENTRELATING TO

$__________



$__________*



INTRODUCTION

This Official Statement of the Alamo Regional Mobility Authority (the “Authority”) is provided to furnish certain information in connection with the offering and sale of its Senior Lien Vehicle Registration Fee Revenue Bonds, Series 2016(the “Senior Bonds”), in the aggregate principal amount of $__________* and Junior Lien Vehicle Registration Fee Revenue Bonds, Series 2016 (the “Junior Bonds”, and together with the Senior Bonds, the “Bonds”), in the aggregate principal amount of $__________*. The Bonds are being issued pursuant to a resolution of the Board of Directors of the Authority (the “Board”) authorizing the issuance and delivery of the Bonds (the “Resolution”), a Master Trust Indenture, dated as of [DATE], 2016 (the “Master Indenture”), by and between the Authority and [TRUSTEE], [TRUSTEE CITY], Texas, as trustee (the “Trustee”), a First Supplemental Trust Indenture authorizing the Senior Bonds, dated as of [DATE], 2016 (the “First Supplemental Indenture”), by and between the Authority and the Trustee, and a Second Supplemental Trust Indentureauthorizing the Junior Bonds, dated as of [DATE], 2016 (the “Second Supplemental Indenture”, and collectively with the Master Indenture and the First Supplemental Indenture, the “Indenture”), by and between the Authority and the Trustee. In the Resolution, as permitted by Chapter 1371 of the Texas Government Code, as amended, the Board delegated the authority to certain officers of the Authority to complete the terms for the sale of the Bonds.

This Official Statement contains a description of the Bonds and certain other information about the Authority and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the Authority’s Financial Advisor, Estrada Hinojosa & Company, Inc.

This Official Statement speaks only as to its date, and the information contained herein is subject to change. A copy of the final Official Statement pertaining to the Bonds will be filed with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access (“EMMA”) system, see “CONTINUING DISCLOSURE OF INFORMATION” for a description of the Authority’s undertaking to provide certain information on a continuing basis.

Investment in the Bonds involves certain risks, some of which are discussed in this Official Statement. The statements contained in this Official Statement, including the Appendices hereto, that are not purely historical are forward looking statements, including statements regarding the Authority’s expectations, hopes, intentions or strategies regarding the future. Readers should not place undue reliance on forward looking statements. All forward looking statements included in this Official Statement are based on information available to the Authority as of the date hereof, and, except as provided in the Indenture, the Authority does not assume any obligation to update any such forward looking statements. See “CONTINUING DISCLOSURE OF INFORMATION” for a description of the undertakings of the Authority, to provide certain information on a continuing basis. See also “RISK FACTORS” for a discussion of several investment considerations that should also be considered in evaluating an investment in the Bonds.

This Official Statement contains, in part, estimates and matters of opinion that are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and matters of opinion, or that they will be realized. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Capitalized terms used in this Official Statement that are not otherwise defined herein have the meanings assigned to them in “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”


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PLAN OF FINANCE

General

Proceeds from the sale of the Bonds will be used for (i) financing all or part of the costs of improvements and expenditures related to the Projects (as defined herein); (ii) funding the Reserve Requirement with respect to the Bonds, and (iii) paying the costs of issuing the Bonds. See “PLAN OF FINANCE — Sources and Uses of Funds.”

“Projects” is defined in the Indenture as the acquisition, construction, operation and maintenance of transportation projects consistent with Section 7-a, Article VIII, Texas Constitution. For additional information see “THE AUTHORITY —Projects.”

Reserve Fund Surety Policy

The Authority may fund the Senior Lien Debt Service Reserve Fund and/or the Junior Lien Debt Service Reserve Fund through the purchase of a debt service reserve insurance policy. In the event the Authority procures a debt service reserve insurance policy, the Official Statement will disclose any relevant information relating to this debt service reserve insurance policy. For additional information see “SECURITY FOR THE BONDS – Debt Service Reserve Fund Requirements for Senior Lien Bonds” and “– Debt Service Reserve Fund Requirements for Junior Lien Bonds.”

Additional Senior Lien Bonds

The Authority is currently anticipating the issuance of an additional series of Additional Senior Lien Bonds in the approximate amount of $____________ in the fall of 2016. The issuance of the Additional Senior Lien Bonds will be the continuation of the funding of the plan of finance of the various transportation projects currently planned by the Authority.

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Sources and Uses of Funds

The proceeds of the Senior Bonds will be applied as follows:

Source of Funds: Principal Amount $ Net Original Issue Premium Total Sources of Funds $

Uses of Funds: Deposit to Construction Fund $ Deposit to Senior Lien Debt Service Reserve Fund Costs of Issuance (including Underwriters’ discount) Total Uses of Funds $

The proceeds of the Junior Bonds will be applied as follows:

Source of Funds: Principal Amount $ Net Original Issue Premium Total Sources of Funds $

Uses of Funds: Deposit to Construction Fund $ Deposit to Junior Lien Debt Service Reserve Fund Costs of Issuance (including Underwriters’ discount) Total Uses of Funds $

THE BONDS

Description of the Bonds

The Bonds will be dated as of [DATE], 2016, and mature on June 1 in each of the years and in the amounts shown on the inside front cover page hereof. Interest will accrue from date of their delivery to the initial purchasers thereof. Interest will be computed on the basis of a 360-day year of twelve 30-day months, and will be payable on June 1 and December 1, commencing June 1, 2016. The Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company (“DTC”), pursuant to the Book-Entry-Only System described herein. No physical delivery of the Bonds will be made to the owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “— BookEntryOnly System” herein.

Authority for Issuance

The Bonds are being issued pursuant to (i) the general laws of the State of Texas, particularly Chapters 370 and 502, Texas Transportation Code, as amended, and Chapter 1371, Texas Government Code, as amended; (ii) a resolution adopted by the Board of Directors of the Authority authorizing the issuance and delivery of the Bonds (the “Resolution”); (iii) a Master Trust Indenture dated as of [DATE], 2016 (the “Master Indenture”) by and between the Authority and [TRUSTEE], as trustee (the “Trustee”); (iv) a First Supplemental Trust Indenture dated as of [DATE], 2016 (the “First Supplemental Indenture”) by and between the Authority and the Trustee; and (v) a Second Supplemental Trust Indenture related to the Junior Bonds dated as of [DATE], 2016 (the “Second Supplemental Indenture”, and collectively with the Master Indenture and the First Supplemental Indenture, the “Indenture”) by and between the Authority and the Trustee. In the Resolution, the Board delegated the authority to certain officers of the Authority to complete the terms for the sale of the Bonds. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NO ASSURANCE CAN BE GIVEN THAT THE TRUST ESTATE WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TO INCREASE THE RATE OR AMOUNT OF VEHICLE REGISTRATION FEES PER VEHICLE. THE BONDS DO NOT CONSTITUTE A

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GENERAL OBLIGATION OR INDEBTEDNESS OR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS.

Redemption

Optional Redemption of the Senior Bonds. The Authority reserves the right, at its option, to redeem the Senior Bonds maturing on or after June 1, 20__, on June 1, 20__, or on any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. If less than all of the Senior Bonds of any maturity are to be redeemed, the Authority shall determine the maturity or maturities and the amounts thereof to be redeemed.

Optional Redemption of the Junior Bonds. The Authority reserves the right, at its option, to redeem the Junior Bonds maturing on or after June 1, 20__, on June 1, 20__, or on any date thereafter, at the par value thereof plus accrued interest to the date fixed for redemption. If less than all of the Junior Bonds of any maturity are to be redeemed, the Authority shall determine the maturity or maturities and the amounts thereof to be redeemed.

Mandatory Sinking Fund Redemption of the Senior Bonds. The Senior Bonds maturing on June 1, 20__ and June 1, 20 __ (the “Senior Term Bonds”), are subject to mandatory sinking fund redemption prior to maturity in the aggregate principal amounts and on the dates shown below at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date of redemption thereof as follows:

Senior Term Bonds Stated to Mature on June 1, 20__

Redemption Date Principal Amount

Senior Term Bonds Stated to Mature on June 1, 20__


The principal amount of the Senior Term Bonds required to be redeemed pursuant to the operation of such mandatory sinking fund redemption requirements may be reduced by the Trustee, at the option of the Authority, by the principal amount of any Senior Term Bonds having the same maturity and bearing the same interest rate which (i) at least 45 days prior to the mandatory sinking fund redemption date have been (A) acquired by the Authority and delivered to the Trustee for cancellation, (B) acquired and cancelled by the Trustee at the written direction of the Authority, or (C) redeemed other than pursuant to mandatory sinking fund redemption, and (ii) have not been previously credited against a mandatory sinking fund redemption.

Mandatory Sinking Fund Redemption of the Junior Bonds. The Junior Bonds maturing on June 1, 20__ and June 1, 20 __ (the “Junior Term Bonds”), are subject to mandatory sinking fund redemption prior to maturity in the aggregate principal amounts and on the dates shown below at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date of redemption thereof as follows:

Junior Term Bonds Stated to Mature on June 1, 20__


Junior Term Bonds Stated to Mature on June 1, 20__

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The principal amount of the Junior Term Bonds required to be redeemed pursuant to the operation of such mandatory sinking fund redemption requirements may be reduced by the Trustee, at the option of the Authority, by the principal amount of any Juior Term Bonds having the same maturity and bearing the same interest rate which (i) at least 45 days prior to the mandatory sinking fund redemption date have been (A) acquired by the Authority and delivered to the Trustee for cancellation, (B) acquired and cancelled by the Trustee at the written direction of the Authority, or (C) redeemed other than pursuant to mandatory sinking fund redemption, and (ii) have not been previously credited against a mandatory sinking fund redemption.

Notice of Redemption. Pursuant to the terms of the Indenture, the Trustee will give notice, in the name of the Authority, of the redemption of the Bonds, not more than sixty (60) and not less than thirty (30) days before the redemption date, by first-class mail, postage prepaid, to the Owner of each Bond which is to be redeemed in whole or in part, at the addressappearing upon the registration books kept by the Trustee. The notice will specify the series, maturities and interest rates of the Bonds to be redeemed, the redemption date and the method and place or places of payment of the redemption price of such Bonds and, if less than all of the Bonds of any like maturity and interest rate are to be redeemed, the letters and numbers or other distinguishing marks of such Bonds so to be redeemed, and, in the case of Bonds to be redeemed in part only, such notices shall also specify the respective portions of the principal amounts thereof to be redeemed.

The Authority reserves the right to give notice of its election or direction to redeem the Bonds conditioned upon the occurrence of subsequent events. Such notice may state (i) that the redemption is conditioned upon the deposit of moneys and/or authorized securities, in an amount equal to the amount necessary to effect the redemption, with the Trustee, or such other entity as may be authorized by law, no later than the redemption date or (ii) that the Authority retains the right to rescind such notice at any time prior to the scheduled redemption date if the Authority delivers a certificate of the Authority to the Trustee instructing the Trustee to rescind the redemption notice, and such notice and redemption shall be of no effect if such moneys and/or authorized securities are not so deposited or if the notice is rescinded. The Trustee shall give prompt notice of any such rescission of a conditional notice of redemption to the affected Owner. If the Bonds (or a portion thereof) are subject to conditional redemption and redemption has been rescinded, the Bonds (or the corresponding portion thereof) shall remain Outstanding.

Any notice given as provided in the Indenture and as described in this caption shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice.

Selection of Bonds to be Redeemed. If less than all of the Senior Bonds or Junior Bonds of the same maturity and interest rate shall be called for prior redemption, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot or any other customary random selection method acceptable to the Trustee. A portion of a single Bond of a denomination greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. The Trustee shall treat each $5,000 portion of such Bond as though it were a single Bond for purposes of selection for redemption.

Defeasance

When all Bonds of any series have been paid in full as to principal and as to interest and premium, if any, or when all Bonds of any series have become due and payable, whether at maturity or by prior redemption or otherwise, and the Authority shall have provided for the payment of the whole amount due or to become due on all Bonds of any series then Outstanding, including all interest which has accrued thereon or which may accrue to the date of maturity or redemption by depositing withthe Trustee or the Paying Agent/Registrar, for payment of such Outstanding Bonds and the interest thereon and any premium which may be due thereon, the entire amount due or to become due thereon, or amounts and investments sufficient to provide for such payment as provided in the Indenture, and the Authority shall also have paid or caused to be paid all sums payable under the Indenture by the Authority, including the compensation due or to become due the Trustee, then the Trustee shall, upon receipt of a letter of instructions from the Authority requesting the same, discharge and release the lien of the Indenture and execute and deliver to the Authority such releases or other instruments as shall be required to release the lien of the Indenture.

The Authority may discharge its obligation to the Owners of any or all of the Bonds to pay principal, interest and

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redemption premium (if any) thereon in any manner then permitted by law, including, but not limited to, by depositing with any paying agent for such Bonds either: (i) cash in an amount equal to the principal amount and redemption premium, if any, of such Bonds plus interest thereon to the date of maturity or redemption, or (ii) pursuant to an escrow or trust agreement, cash and/or Investments in principal amounts and maturities and bearing interest at rates sufficient (in the opinion of an independent certified public accountant) to provide for the timely payment of the principal amount and redemption premium, if any, of such Bonds plus interest thereon to the date of maturity or redemption; provided, however, that if any of the Bonds are to be redeemed prior to their respective dates of maturity, provision shall have been made for giving notice of redemption as provided in the Indenture authorizing such Bonds. Upon such deposit, such Bonds shall no longer be regarded to be Outstanding or unpaid.

For the purpose of the Indenture, “Investments” shall mean: (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by the United States; (ii) noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the Authority authorizes the discharge by deposit of any or all of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been defeased and that, on the date the Authority authorizes the discharge by deposit of any or all of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm of not less than AAA or its equivalent.

Book-Entry-Only System

The Bonds will be available only in book-entry form. Consequently, purchasers of ownership interests in the Bonds will not receive certificates representing their respective interests in the Bonds. This section describes how ownership of the Bonds is to be transferred and how the principal of and interest on the Bonds are to be paid to and credited by The Depository Trust Company (“DTC”), New York, New York, while the Bonds are registered in the name of Cede & Co., its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The Authority, the Authority’s Financial Advisor and the Underwriters believe the source of such information to be reliable, but take no responsibility for the accuracy or completeness thereof.

The Authority cannot and does not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC Participants (hereinafter defined), (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners (hereinafter defined), or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the United States Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC.

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency”registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of United States and non-United States equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both United States and non-United States securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both United States and non-United States securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of “AA+.” The DTC Rules applicable to its

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Participants are on file with the United States Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of the Bonds (“Beneficial Owner”) is in turn to be recorded on the Direct or Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct and Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct Participants and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices will be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Paying Agent/Registrar, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Paying Agent/Registrar or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or Paying Agent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Authority and the Paying Agent/Registrar. Under such circumstances, in the event that a successor depository is not obtained, Bonds are required to be printed and delivered.

Subject to DTC’s policies and guidelines, the Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered.

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Paying Agent/Registrar

Pursuant to the Indenture, the Trustee shall act as the initial paying agent/registrar for the Bonds. In the Indenture, the Authority retains the right to replace the Paying Agent/Registrar. The Authority covenants that at all times while any Bonds are Outstanding it will provide a commercial bank or trust company under the laws of the State of Texas or other entity duly qualified and legally authorized to act as Paying Agent/Registrar for the Bonds. The Authority reserves the right to change the Paying Agent/Registrar for the Bonds on not less than sixty (60) days written notice to the Paying Agent/Registrar, so long as any such notice is effective not less than sixty days prior to the next succeeding principal or interest payment date on the Bonds. Promptly upon the appointment of any successor Paying Agent/Registrar, the previous Paying Agent/Registrar shall deliver the Register or a copy thereof to the new Paying Agent/Registrar, and the new Paying Agent/Registrar shall notify each Owner, by United States mail, first class postage prepaid, of such change and of the designated corporate trust office of the new Paying Agent/Registrar. Each Paying Agent/Registrar, by acting in that capacity, shall be deemed to have agreed to the provisions of the Indenture as described in this paragraph.

Transfer, Exchange and Registration

So long as any Bonds remain Outstanding, the Paying Agent/Registrar shall keep the Register at its designated corporate trust office and, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Bonds in accordance with the terms of the Indenture.

Each Bond shall be transferable only upon the presentation and surrender thereof at the designated corporate trust office of the Paying Agent/Registrar, duly endorsed for transfer, or accompanied by an assignment duly executed by the Registered Owner or his authorized representative in form satisfactory to the Paying Agent/Registrar. Upon due presentation of any Bond in proper form for transfer, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor, within three Business Days after such presentation, a new Bond, registered in the name of the transferee or transferees, in authorized denominations and of the same maturity, aggregate principal amount, and Dated Date, and bearing interest at the same rate as the Bond so presented.

All Bonds shall be exchangeable upon presentation and surrender thereof at the designated corporate trust office of the Paying Agent/Registrar for a Bond of like maturity, Dated Date, and interest rate and in any authorized denomination, in an aggregate amount equal to the unpaid principal amount of the Bonds presented for exchange. The Paying Agent/Registrar shall be and is hereby authorized to authenticate and deliver exchange Bonds in accordance with the provisions of the Indenturedescribed in this caption. Each Bond delivered in accordance with the Indenture described in this paragraph shall be entitled to the benefits and security of the Indenture to the same extent as the Bonds in lieu of which such Bond is delivered.

The Authority or the Paying Agent/Registrar may require the Owner of any Bond to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of such Bond. Any fee or charge of the Paying Agent/Registrar for such transfer or exchange shall be paid by the Authority.

The Paying Agent/Registrar shall not be required to transfer or exchange any Bond during the period beginning on a Record Date or a Special Record Date and ending on the next succeeding Interest Payment Date or to transfer or exchange any Bond called for redemption during the period beginning thirty days prior to the date fixed for redemption and ending on the date fixed for redemption; provided, however, that this limitation shall not apply to the exchange by the Owner of the unredeemed portion of a Bond called for redemption in part.

Amendments

The Authority may amend the Indenture in accordance with the terms thereof as described in “APPENDIX C —EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

Record Date

The record date (“Record Date”) for determining the person to whom the interest is payable on the Bonds on any Interest Payment Date means the fifteenth calendar day of the month immediately preceding such Interest Payment Date.

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Special Record Date for Interest Payment

If interest on any Bond is not paid on any Interest Payment Date and continues unpaid for thirty days thereafter, the Paying Agent/Registrar shall establish a new record date for the payment of such interest, to be known as a “Special Record Date.” The Paying Agent/Registrar shall establish a Special Record Date when funds to make such interest payment are received from or on behalf of the Authority. Such Special Record Date shall be fifteen days prior to the date fixed for payment of such past due interest (the “Special Payment Date”), and notice of the Special Payment Date shall be sent by United States mail, first class, postage prepaid, not later than five days prior to the Special Payment Date, to each Owner of record of anaffected Bond on the Special Record Date.

Defaults and Remedies

The Indenture establishes specific events of default with respect to the Bonds. If the Authority defaults in the performance or breach of its covenants under the Indenture for 60 days after written notice is provided or in the payment of the principal of or interest on the Bonds when due or fails to deposit to the Debt Service Fund money sufficient for the payment of any principal and interest payment on the Bonds by no later than the date when such payment becomes due and payable, the Indenture provides that the Trustee is entitled to seek a writ of mandamus from a court of proper jurisdiction requiring the Authority to make such payment or deposit such funds. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the Bonds or the Indenture and the Authority’s obligations are not uncertainor disputed. The remedy of mandamus is controlled by equitable principles and rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, theremedy of mandamus may have to be relied upon from year to year. The Indenture provides for the appointment of a receiver of the Pledged Vehicle Fee Revenues and the income, rents, profits and use thereof pending such proceeds with such powers as the court making such appointment shall confer. Any judgment against the Authority could not be enforced by direct levy andexecution against the Authority’s property. The Trustee could seek a monetary judgment against the Authority if a default occurred in the payment of principal of and interest on the Bonds, but a suit for monetary damages could be subject to the defense of governmental immunity. The Texas Supreme Court ruled in Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) that a waiver of governmental immunity in a contractual dispute must be provided for by statute in “clear and unambiguous” language. Chapter 1371, Texas Government Code, as amended (“Chapter 1371”), which pertains to the issuance of public securities by issuers such as the Authority, permits the Authority to waive governmental immunity in the proceedings authorizing the issuance of the Bonds. Notwithstanding its reliance upon the provisions of Chapter 1371 in connection with the issuance of the Bonds (as described in “THE BONDS — Authority for Issuance”), the Authority has not waived the defense of governmental immunity with respect thereto. Because it is unclear whether the Texas legislature has effectively waived the Authority’s governmental immunity from a suit for money damages outside of Chapter 1371, the Trustee may not be able to bring such a suit against the Authority for a default in the payment of the Bonds or the breach of covenants contained in the Indenture. Even if a judgment against the Authority could be obtained, it could not be enforced by direct levy and executionagainst the Authority’s property. Furthermore, the Authority is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code (“Chapter 9”). Chapter 9 includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Owners of an entity which has sought protection under Chapter 9. Therefore, should the Authority avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinion of Bond Counsel will note that all opinions relative to the enforceability of the Bonds are qualified with respect to the customary rights of debtors relative to their creditors.

SECURITY FOR THE BONDS

Trust Estate

The “Trust Estate,” which is defined in the Indenture to include, among other moneys, (i) the Pledged Vehicle Fee Revenues, (ii) all moneys deposited or required to be deposited in the Pledged Revenue Fund, the 2016 Construction Account, the Debt Service Fund and the 2016 Debt Service Reserve Account, and the Redemption Fund held by the Trustee pursuant to the provisions of the Indenture and all interest earnings and investment income therefrom, (iii) any Supplemental Security (see “— Supplemental Security” herein), and (iv) any and all property of every kind and nature (including without limitation, cash, obligations or securities) which may, following the date of issuance of the Bonds, from time to time be conveyed, assigned, hypothecated, endorsed, pledged, mortgaged, granted, or delivered to or deposited with, the Trustee as additional security under the Indenture by the Authority, or anyone on behalf of the Authority, or which pursuant to any of the provisions of theIndenture may come into the possession or control of the Trustee as security under the Indenture, or of a receiver lawfully appointed under the Indenture, all of which property the Trustee is authorized to receive, hold and apply according to the terms

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of the Indenture.

“Optional Vehicle Registration Fee” is defined in the Indenture to mean the additional motor vehicle registration fee authorized by the Authorizing Law (as defined below) and the Order in the amount of $10.00 per vehicle registered in the County.

“Pledged Vehicle Fee Revenues” is defined in the Indenture to include 100% of the funds to be collected by the County following the Date of Delivery from the levy and collection of the Optional Vehicle Registration Fee, pursuant to Authorizing Law, without deduction, offset, or credit for any administrative charges or expenses incurred by the County or the Authority in connection with the levy and collection of the Optional Vehicle Registration Fee, and payable to the Authority pursuant to the Funding Agreement. For the avoidance of doubt, while the County receives various types of fees related to motor vehicle registration, only revenues actually collected from the Optional Vehicle Registration Fee in the amount of $10.00 per registered vehicle shall be included in the Pledged Vehicle Revenues. Further, in the event the Authorizing Law is amended to increase the amount to the optional vehicle registration fee, the revenues generated from the levy and collection of the fee in excess of $10.00 would not constitute Pledged Vehicle Registration Fees. See “— Pledged Vehicle Fee Revenues” and “— Funding Agreement for Transportation Projects” herein. See also, “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

NONE OF THE STATE OF TEXAS, THE COUNTY, OR ANY OTHER AGENCY OR POLITICAL SUBDIVISION OF THE STATE OF TEXAS OTHER THAN THE AUTHORITY IS OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE BONDS. NO ASSURANCE CAN BE GIVEN THAT THE TRUST ESTATE WILL REMAIN SUFFICIENT FOR THE PAYMENT OF THE PRINCIPAL OR INTEREST ON THE BONDS, AND THE COUNTY IS LIMITED BY TEXAS LAW IN ITS ABILITY TO INCREASE THE RATE OR AMOUNT OF VEHICLE REGISTRATION FEES PER VEHICLE. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OR INDEBTEDNESS NOR A PLEDGE OF THE AD VALOREM TAXING POWER OR THE FULL FAITH AND CREDIT OF THE COUNTY, THE STATE OF TEXAS OR ANY OTHER POLITICAL SUBDIVISION OR GOVERNMENTAL ENTITY OF THE STATE OF TEXAS. THE AUTHORITY DOES NOT HAVE TAXING POWER. THE INDENTURE DOES NOT CREATE A MORTGAGE ON THE PROJECTS TO BE FINANCED WITH A PORTION OF THE PROCEEDS OF THE BONDS.

NO RECOURSE UNDER THE BONDS SHALL BE HAD AGAINST ANY PAST, PRESENT, OR FUTURE OFFICER OF THE AUTHORITY. THE BONDS MAY NEVER BE PAID IN WHOLE OR IN PART OUT OF ANY FUNDS OUT OF ANY REVENUES OF THE AUTHORITY EXCEPT THOSE REVENUES PLEDGED BY THE INDENTURE.

Other than the pledge of the Trust Estate, the Authority has not mortgaged, assigned, or pledged any interest in any real or personal property or improvements, including any interest on any Project or any expansions or extensions thereto, as security for payment of the Bonds. See “RISK FACTORS.”

Senior Bonds

The Senior Bonds, together with any Additional Senior Lien Bonds, are special limited obligations of the Authority, payable solely from and secured solely by, a first lien on and pledge of the Trust Estate.

Junior Bonds

The Junior Bonds, together with any Additional Junior Lien Bonds, are special limited obligations of the Authority payable solely from a lien on the Trust Estate that is inferior and junior lien to the pledge of and lien on the Trust Estate securing the Senior Lien Parity Obligations but superior and senior to the pledge of and lien on the Trust Estate securing Subordinate Lien Parity Obligations.

Pledged Vehicle Fee Revenues

As more fully discussed and described in “THE AUTHORITY — Authorizing Law” below, Section 502.402 of the Texas Transportation Code, as amended (the “Authorizing Law”), authorizes certain counties to impose an optional vehicle registration fee to fund long-term transportation projects in those respective counties. The Commissioners Court of the County by order adopted the Optional Vehicle Registration Fee on August 29, 2013, in the amount of $10.00 per vehicle registered in the County for which other motor vehicle registration fees under applicable law are paid. The revenues from the Optional Vehicle Registration Fee collected by the County are remitted by the County to the Authority to fund long-term transportation projects pursuant to the Authorizing Law and the Funding Agreement. Under current law, the Optional Vehicle Registration Fee may not exceed $10.00 per registered vehicle.

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The funds collected from the levy of the Optional Vehicle Registration Fee and remitted to the Authority constitute Pledged Vehicle Fee Revenues. Although the County is authorized under Texas law to rescind the Optional VehicleRegistration Fee, the County has agreed, pursuant to the terms of the Funding Agreement, to continuously impose and collect the Optional Vehicle Registration Fee and remit the revenues collected from the Optional Vehicle Registration Fee in accordance of the Funding Agreement. See “THE SPECIAL VEHICLE REGISTRATION FEE — Special VehicleRegistration Fee Revenues.”

Funding Agreement for Transportation Projects

The Funding Agreement for Transportation Projects (the “Funding Agreement”) provides that in consideration of the acquisition, construction, operation and maintenance of transportation projects consistent with Section 7-a, Article VIII, Texas Constitution, the County covenants and agrees to take all steps necessary and authorized under the Act and other applicable laws to continuously impose, collect and remit the Vehicle Registration Fees during the term of the Funding Agreement in the manner and to the maximum extent permitted by applicable law. The Funding Agreement further provides that any bonds issued by the Authority, in one or more series, to finance the costs of any such project may be secured by a pledge of the Pledged Vehicle Fee Revenues and any interest earned thereon. Pursuant to the Funding Agreement the County furthercovenants and agrees that (i) it will not cause a reduction, abatement or exemption in the Vehicle Registration Fees per vehicle or in the amount per vehicle in which it is authorized to be collected, and (ii) during the term of the Funding Agreement, within 40 days of receipt of the Pledged Vehicle Fee Revenues the County collects, it will pay to the Authority 100% of the Pledged Vehicle Fee Revenues the County collects, without demand, notice, counterclaim or offset, including any administrative charges or expenses incurred by the County in connection with the levy and collection of the Vehicle Registration Fees or thePledged Vehicle Fee Revenues. The County has no obligation to take any actions with respect to collection or enforcement of the Vehicle Registration Fees. The term of the Funding Agreement is from its date of execution (being April 29, 2014) until all principal of, premium, if any, and interest on all of the bonds issued to finance the costs of the aforementioned projects. See “RISK FACTORS — County Pledge of Non-Reduction of Vehicle Registration Fee.”

Flow of Funds

All Pledged Vehicle Fee Revenues received by the Authority are to be deposited to the credit of a Pledged Revenue Fund maintained by the Trustee for the benefit of the Owners. All the funds described below (except for the VRF General Fund) shall be established with, held and maintained by the Trustee. The VRF General Fund shall be established with, held and maintained by the Authority. All amounts deposited to the Pledged Revenue Fund shall be applied in the following manner and order of priority:

First: To the Rebate Fund, such amounts as may be authorized or required by the Master Indenture, the First Supplemental Indenture or any other Supplemental Indenture.

Second: To the payment fees and expenses of the Trustee, the Paying Agent/Registrar, the Arbitrage Analyst, a dissemination agent under a continuing disclosure agreement, or a Rating Agency;

Third: To the Debt Service Fund, taking into account any money already on deposit in the Debt Service Fund for the Senior Lien Bonds, to make the deposits described in “— Monthly Deposits to Debt Service Fund” below, on or before the fifth Business Day prior to the first day of each calendar month;

Fourth: To the Debt Service Reserve Fund, all amounts required by the Master Indenture and the First Supplemental Indenture to attain the respective Reserve Requirement(s) for each applicable series of SeniorLien Bonds with respect to each account created therein (see “— Debt Service Reserve Fund Requirements for Senior Lien Bonds” below); and

Fifth: To the Junior Lien Debt Service Fund, taking into account any money already on deposit in the Junior Lien Debt Service Fund for the Junior Lien Bonds, to make the deposits described in “— Monthly Deposits to Junior Lien Debt Service Fund” below, on or before the fifth Business Day prior to the first day of each calendar month;

Sixth: To the Junior Lien Debt Service Reserve Fund, all amounts required by the Master Indenture and the Second Supplemental Indenture to attain the respective Reserve Requirement(s) for each applicable series of Junior Lien Bonds with respect to each account created therein (see “— Debt Service Reserve Fund Requirements for Junior Lien Bonds” below);

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Seventh: To the extent there are any Subordinate Lien Bonds outstanding, to the Subordinate Lien Debt Service Fund, taking into account any money already on deposit in the Debt Service Fund for the Subordinate Lien Bonds, to make the deposits described in “— Monthly Deposits to Subordinate Lien Debt Service Fund” below on or before the fifth Business Day prior to the first day of each calendar month (unless otherwise specified in the applicable Supplemental Indenture authorizing such Obligations);

Eighth: To the extent there are any Subordinate Lien Bonds outstanding, to the Subordinate Lien Debt Service Reserve Fund, all amounts, if any, required by the Master Indenture, the First Supplemental Indenture and any applicable Supplemental Indenture to attain the respective Reserve Requirement(s) for each applicable Series of Subordinate Lien Bonds with respect to each account created therein, after taking into account any amounts on deposit therein;

Ninth: As specified in a Supplemental Indenture, to any other fund or account at the times and in the amounts specified in such Supplemental Indenture; and

Thereafter: After the deposits described in clauses First through Ninth above in this “— Flow of Funds” caption have been made or provided for, and provided that there are no deficiencies in such deposits, any remaining Pledged Vehicle Fee Revenues shall be remitted by the Trustee to the Authority and deposited by the Authority in the VRF General Fund, for use by the Authority in accordance with Master Indenture.

For purposes of the Bonds, the First Supplemental Indenture establishes the “Series 2016 Construction Account” as an account within the Construction Fund and the “Series 2016 Debt Service Reserve Account” as an account within the Debt Service Reserve Fund. For more detailed discussion of the application of monies deposited in the various funds and accounts, and the purposes thereof, see “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

Monthly Deposits to Senior Lien Debt Service Fund

As described in clause Three above under “—Flow of Funds,” the Trustee will deposit funds from the Pledged Revenue Fund into the Debt Service Fund, taking into account any money already on deposit in the Debt Service Fund for the Senior Lien Bonds, to make the following deposits on or before the fifth Business Day prior to the first day of each calendar month:

(i) approximately one-sixth (1/6) of the interest coming due on the Senior Lien Bonds (or, if the first Interest Payment Date is less than six months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund an amount sufficient to total the interest payable on the Senior Lien Bonds in equal monthly installments) on the next succeeding Interest Payment Date established for the Senior Lien Bonds;

(ii) approximately one-twelfth (1/12) of the principal due on the next Principal Payment Installment Date that is within 12 months (or, if the first Principal Installment Payment Date on the Senior Lien Bonds is less than twelve months away, the Trustee shall allocate from the Pledged Revenue Fund a pro rata amount sufficient to total the principal payable on the Senior Lien Bonds in equal monthly installments);

(iii) if a Mandatory Sinking Fund Redemption Installment is due on the Senior Lien Bonds within the next succeeding 12 months, approximately one-twelfth (1/12) of the Mandatory Sinking Fund Redemption Installment falling due on the next succeeding Mandatory Sinking Fund Installment Payment Date; and

(i) the amount, if any, payable by the Authority under a Credit Agreement secured on a parity with the Senior Lien Bonds (other than payments for fees and expenses) accruing in such month or that will accrue through a payment date that will occur prior to the next Transfer Date; provided, that such amounts shall be included in the calculation of the monthly deposit only to the extent such amounts are required to be paid in addition to the amounts described in clauses (i) through (iii) above.

In calculating the monthly deposit to the Senior Lien Debt Service Fund, the Trustee must adjust such monthly deposits, as appropriate, to reflect the frequency of Interest Payment Dates, Principal Installment Payment Dates and Mandatory Sinking Fund Redemption Installment Payment Dates applicable to each Series of Senior Lien Bonds as may be specified in a Supplemental Indenture. Further, on or before each Transfer Date, the Trustee shall make up any deficiencies in deposits on prior Transfer Dates from funds on deposit in the Pledged Revenue Fund (see “—Debt Service Reserve Fund Requirements for Senior Lien Bonds” below).

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Monthly Deposits to Junior Lien Debt Service Fund

As described in clause Five above under “—Flow of Funds,” the Trustee will deposit funds from the Pledged Revenue Fund into the Junior Lien Debt Service Fund, taking into account any money already on deposit in the Junior Lien Debt Service Fund for the Junior Lien Bonds, to make the following deposits on or before the fifth Business Day prior to the first day of each calendar month:

(i) approximately one-sixth (1/6) of the interest coming due on the Junior Lien Bonds (or, if the first Interest Payment Date for such Obligations is less than six months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund an amount sufficient to total the interest payable on the Junior Lien Bonds in equal monthly installments) on the next succeeding Interest Payment Date established for the Junior Lien Bonds;

(ii) approximately one-twelfth (1/12) of the principal due on the Junior Lien Bonds on the next Principal Installment Payment Date that is within 12 months (or, if the first Principal Installment Payment Date for such Obligations is less than twelve months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund sufficient to total the principal payable on the Junior Lien Bonds in equal monthly installments);

(iii) if a Mandatory Sinking Fund Redemption Installment is due on the Junior Lien Bonds within the next succeeding 12 months, approximately one-twelfth (1/12) of the Mandatory Sinking Fund Redemption Installment falling due on the next succeeding Mandatory Sinking Fund Redemption Installment Payment Date; and

(iv) the amount, if any, payable by the Authority under a Credit Agreement secured on a parity with the Junior Lien Bonds (other than payments for fees and expenses) accruing in such month or that will accrue through a payment date that will occur prior to the next Transfer Date; provided, that such amounts shall be included in the calculation of the monthly deposit only to the extent such amounts are required to be paid in addition to the amounts described in clauses (i) through (iii) above;

In calculating the monthly deposit to the Junior Lien Debt Service Fund, the Trustee must adjust such monthly deposits, as appropriate, to reflect the frequency of Interest Payment Dates, Principal Installment Payment Dates and Mandatory Sinking Fund Redemption Installment Payment Dates applicable to each Series of Junior Lien Bonds as may be specified in a Supplemental Indenture. Further, on or before each Transfer Date, the Trustee shall make up any deficiencies in deposits on prior Transfer Dates from funds on deposit in the Pledged Revenue Fund (see “—Debt Service Reserve Fund Requirements for Junior Lien Bonds” below).

Monthly Deposits to Subordinate Lien Debt Service Fund

There are no subordinate lien obligations currently outstanding. As described in clause Fifth above under “—Flow of Funds” and to the extent any Subordinate Lien Bonds are hereafter issued, the Trustee will deposit funds from the Pledged Revenue Fund into the Subordinate Lien Debt Service Fund, taking into account any money already on deposit in the Subordinate Lien Debt Service Fund for the Subordinate Lien Bonds, to make the following deposits on or before the fifth Business Day immediately prior to the first day of each calendar month:

(v) approximately one-sixth (1/6) of the interest coming due on the Subordinate Lien Bonds (or, if the first Interest Payment Date for such Obligations is less than six months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund an amount sufficient to total the interest payable on the Subordinate Lien Bonds in equal monthly installments) on the next succeeding Interest Payment Date established for the Subordinate Lien Bonds;

(vi) approximately one-twelfth (1/12) of the principal due on the Subordinate Lien Bonds on the next Principal Installment Payment Date that is within 12 months (or, if the first Principal Installment Payment Date for such Obligations is less than twelve months away, the Trustee shall allocate a pro rata amount from the Pledged Revenue Fund sufficient to total the principal payable on the Subordinate Lien Bonds in equal monthly installments);

(vii) if a Mandatory Sinking Fund Redemption Installment is due on the Subordinate Lien Bonds within the next succeeding 12 months, approximately one-twelfth (1/12) of the Mandatory Sinking Fund Redemption

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Installment falling due on the next succeeding Mandatory Sinking Fund Redemption Installment Payment Date; and

(viii) the amount, if any, payable by the Authority under a Credit Agreement secured on a parity with the Subordinate Lien Bonds (other than payments for fees and expenses) accruing in such month or that will accrue through a payment date that will occur prior to the next Transfer Date; provided, that such amounts shall be included in the calculation of the monthly deposit only to the extent such amounts are required to be paid in addition to the amounts described in clauses (i) through (iii) above;

In calculating the monthly deposit to the Subordinate Lien Debt Service Fund, the Trustee must adjust such monthly deposits, as appropriate, to reflect the frequency of Interest Payment Dates, Principal Installment Payment Dates and Mandatory Sinking Fund Redemption Installment Payment Dates applicable to each Series of Subordinate Lien Bonds as may be specified in a Supplemental Indenture. Further, on or before each Transfer Date, the Trustee shall make up any deficiencies in deposits on prior Transfer Dates from funds on deposit in the Pledged Revenue Fund (see “—Debt Service Reserve Fund Requirements for Subordinate Lien Bonds” below).

Debt Service Reserve Fund Requirements for Senior Lien Bonds

The Indenture provides that the Authority shall establish and maintain a Debt Service Reserve Fund including one or more accounts or subaccounts therein for the accumulation and maintenance of amounts to pay the Debt Service on the Senior Bonds and, as applicable, any series of Additional Senior Lien Bonds issued in the future, when other Pledged Vehicle Fee Revenues are insufficient. Pursuant to the First Supplemental Indenture, an account has been established within the Debt Service Reserve Fund, known as the “Series 2016 Senior Debt Service Reserve Account,” for the Reserve Requirement in connection with the Senior Bonds. The Series 2016 Senior Debt Service Reserve Account only secures the payment of the Senior Bonds and, therefore, moneys on deposit on the Series 2016 Senior Debt Service Reserve Account are not available for the payment of any Additional Senior Lien Bonds that may be issued in the future. No other debt service reserve account(s) that may be established within the Debt Service Reserve Fund in connection with the issuance of any Additional Senior LienBonds in the future will be available for the payment of the Senior Bonds.

The Reserve Requirement for each particular series of Senior Lien Bonds shall be independently determined by the supplemental indenture authorizing the issuance of that particular series of Senior Lien Bonds. In accordance with the Reserve Requirement of the First Supplemental Indenture and upon the issuance of the Senior Bonds, the Reserve Requirement will be [1.25 times the Average Annual Debt Service of the Senior Bonds/the Maximum Annual Debt Service of the Senior Bonds/ten percent (10%) of the aggregate proceeds of the Senior Bonds (within the meaning of Section l.148- 2(f)(2)(ii) of the Regulations)]. The First Supplemental Indenture authorizes (i) use of a Reserve Fund Surety Policy, (ii) a cash deposit, or (iii) a combination of both a Reserve Fund Surety Policy and a cash deposit to satisfy the Reserve Requirement. Concurrently with the issuance of the Senior Bonds, [a Reserve Fund Surety Policy issued by ______________ in accordance with the First Supplemental Indenture will be deposited with the Trustee on the Date of Delivery to the credit of such account to satisfy the Reserve Requirement for the Senior Bonds]. Any additional amount required to be maintained in an account within the Senior Lien Debt Service Reserve Fund shall be accumulated by depositing cash or a surety policy, or a combination thereof, to the credit of such account within the Senior Lien Debt Service Reserve Fund immediately after the delivery of any Additional Senior Lien Bonds. In the Indenture, the Authority has reserved the right to substitute a Reserve Fund Surety Policy for any funded amounts in the Debt Service Reserve Fund. See PLAN OF FINANCE — Sources and Uses of Funds” and “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

Debt Service Reserve Fund Requirements for Junior Lien Bonds

The Indenture provides that the Authority shall establish and maintain a Junior Lien Debt Service Reserve Fund including one or more accounts or subaccounts therein for the accumulation and maintenance of amounts to pay the Debt Service on the Junior Bonds and, as applicable, any series of Additional Junior Lien Bonds issued in the future, when other Pledged Vehicle Fee Revenues are insufficient. Pursuant to the Second Supplemental Indenture, an account has been established within the Debt Service Reserve Fund, known as the “Series 2016 Junior Debt Service Reserve Account,” for the Reserve Requirement in connection with the Junior Bonds. The Series 2016 Junior Debt Service Reserve Account only secures the payment of the Junior Bonds and, therefore, moneys on deposit on the Series 2016 Junior Debt Service Reserve Account are not available for the payment of any Additional Junior Lien Bonds that may be issued in the future. No other debt service reserve account(s) that may be established within the Debt Service Reserve Fund in connection with the issuance of any Additional Junior Lien Bonds in the future will be available for the payment of the Junior Bonds.

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The Reserve Requirement for each particular series of Junior Lien Bonds shall be independently determined by the supplemental indenture authorizing the issuance of that particular series of Junior Lien Bonds. In accordance with the Reserve Requirement of the Second Supplemental Indenture and upon the issuance of the Junior Bonds, the Reserve Requirement will be [1.25 times the Average Annual Debt Service of the Series 2016 Bonds/the Maximum Annual Debt Service of the Series 2016 Bonds/ten percent (10%) of the aggregate proceeds of the Series 2016 Bonds (within the meaning of Section l.148-2(f)(2)(ii) of the Regulations)]. The Second Supplemental Indenture authorizes (i) use of a Reserve Fund Surety Policy, (ii) a cash deposit, or (iii) a combination of both a Reserve Fund Surety Policy and a cash deposit to satisfy the Reserve Requirement. Concurrently with the issuance of the Junior Bonds, [a Reserve Fund Surety Policy issued by ______________ in accordance with the Second Supplemental Indenture will be deposited with the Trustee on the Date of Delivery to the credit of such account to satisfy the Reserve Requirement for the Junior Bonds]. Any additional amount required to be maintained in an account within the Debt Service Reserve Fund shall be accumulated by depositing cash or a surety policy, or a combination thereof, to the credit of such account within the Junior Lien Debt Service Reserve Fund immediately after the delivery of any Additional Junior Lien Bonds. In the Indenture, the Authority has reserved the right to substitute a Reserve Fund Surety Policy for any funded amounts in the Junior Lien Debt Service Reserve Fund. See PLAN OF FINANCE — Sources and Uses of Funds” and “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

Debt Service Reserve Fund Requirements for Subordinate Lien Bonds

Currently, there are no Subordinate Lien Bonds outstanding. Any future supplemental indenture which authorizes the issuance of such obligations under the Indenture would specify the terms of any required debt service reserve fund.

Additional Senior Lien Parity Obligations

The Authority has reserved the right under the Indenture to issue, for any lawful purpose (including the refunding of any previously issued Senior Lien Bonds), one or more series of Additional Senior Lien Bonds (including corresponding Credit Agreements) payable from and secured by a lien on the Trust Estate, on parity with the Senior Bonds and any other previously issued Additional Senior Lien Bonds. Such Additional Senior Lien Bonds may be addition secured by any other source of payment lawfully available for such purposes, including, without any limitation, any Supplemental Security. No Additional Senior Lien Bonds may be issued unless (i) the Additional Senior Lien Bonds mature on, and interest is payable on, the Principal Installment Dates and Interest Payment Dates, respectively; (ii) there shall be on deposit in the Senior Lien Debt Service Reserve Fund (in the particular relevant accounts), after the issuance of such Additional Senior Lien Bonds, an amount equal to the respective Reserve Requirement(s) for the particular series of Senior Lien Bonds that will be Outstanding after the issuance of such Additional Senior Lien Bonds; (iii) the Authority certifies that an Event of Default under the Indenture shall not have occurred and be ongoing and that the Authority is not in default in any material respect with the terms of the Indenture, any Supplemental Indenture securing payment of any Senior Lien Bonds (including corresponding Credit Agreements), or the Funding Agreement; and (iv) the Authority has received a certificate (dated within sixty (60) days of theissuance date of such Additional Senior Lien Bonds) of its financial advisor or accountant which provides that Pledged Vehicle Fee Revenues over the immediately preceding Fiscal Year or for a twelve (12) consecutive calendar month period out of the eighteen (18) month period immediately preceding the month in which the Supplemental Indenture authorizing the Additional Senior Lien Bonds is adopted, were at least (i) [135] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, (ii) [125] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds and Junior Lien Bonds, and (iii) [110] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, Junior Lien Bonds and Subordinate Lien Bonds, in each case, taking into account the Additional Senior Lien Bonds to be issued and any other Series of additional Senior Bonds to be issued simultaneously therewith; provided however, such requirement shall not apply to the issuance of any Series of Additional Senior Lien Bonds for refunding purposes so long as the aggregate amount of payments to be made under the refunding bonds does not exceed the aggregate amount of payments that would have been made under the terms of the Senior Bonds being refunded. See “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

Additional Junior Lien Parity Obligations

The Authority has reserved the right under the Indenture to issue, for any lawful purpose (including the refunding of any previously issued Junior Lien Bonds), one or more series of Additional Junior Lien Bonds (including corresponding Credit Agreements) payable from and secured by a lien on the Trust Estate, on parity with the Junior Bonds and any other previously issued Additional Junior Lien Bonds. Such Additional Junior Lien Bonds may be addition secured by any other source of payment lawfully available for such purposes, including, without any limitation, any Supplemental Security. No Additional Junior Lien Bonds may be issued unless (i) the Additional Junior Lien Bonds mature on, and interest is payable on, the Principal Installment Dates and Interest Payment Dates, respectively; (ii) there shall be on deposit in the Junior Lien Debt

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Service Reserve Fund (in the particular relevant accounts), after the issuance of such Additional Junior Lien Bonds, an amount equal to the respective Reserve Requirement(s) for the particular series of Junior Lien Bonds that will be Outstanding after the issuance of such Additional Junior Lien Bonds; (iii) the Authority certifies that an Event of Default under the Indenture shall not have occurred and be ongoing and that the Authority is not in default in any material respect with the terms of the Indenture, any Supplemental Indenture securing payment of any Junior Lien Bonds (including corresponding Credit Agreements), or the Funding Agreement; and (iv) the Authority has received a certificate (dated within sixty (60) days of the issuance date of such Additional Junior Lien Bonds) of its financial advisor or accountant which provides that Pledged Vehicle Fee Revenues over the immediately preceding Fiscal Year or for a twelve (12) consecutive calendar month period out of the eighteen (18) month period immediately preceding the month in which the Supplemental Indenture authorizing the Additional Junior Lien Bonds is adopted, were at least (i) [125] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds and Junior Lien Bonds, and (ii) [110] percent of the Maximum Annual Debt Service with respect to Senior Lien Bonds, Junior Lien Bonds and Subordinate Lien Bonds, in each case, taking into account the Additional Junior Lien Bonds to be issued and any other Series of additional Junior Bonds to be issued simultaneously therewith; provided however, such requirement shall not apply to the issuance of any Series of Additional Junior Lien Bonds for refunding purposes so long as the aggregate amount of payments to be made under the refunding bonds does not exceed the aggregate amount of payments that would have been made under the terms of the Junior Bonds being refunded. See “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

Springing Senior Lien Obligations

The Authority has reserved the right, from time to time, issue and deliver to the United States Department of Transportation or a successor agency a Junior Lien Parity Obligation or a Subordinate Lien Parity Obligation that, upon the occurrence of a Bankruptcy Related Event (as it may be defined in the Supplemental Indenture applicable to such Obligations) that shall not have been cured, vacated, discharged or stayed within sixty (60) days after the occurrence thereof, will be deemed to be and will automatically become a Senior Lien Parity Obligation in accordance with the provisions of the Supplemental Indenture authorizing such Subordinate Lien Parity Obligation.

Credit Agreement Payment Obligations

If authorized by a Supplemental Indenture, the Authority is also authorized to enter into one or more Credit Agreements. To the extent the Authority enters into any Credit Agreement with respect to a series of Obligations (as defined in Exhibit C attached hereto), the Authority may elect to have its Credit Agreement Payment Obligations thereunder issued on parity with the applicable Obligations, provided that the Authority (i) authorizes the execution of the Credit Agreement and specifies whether the Credit Agreement Payment Obligations shall be secured by a pledge of and lien on the Pledged Vehicle Fee Revenues on a parity with such Obligations; (ii) obtains an opinion of nationally recognized bond counsel that the Credit Agreement is permitted by Texas law and will not have an adverse effect on the exclusion from gross income of interest on anythen outstanding Obligations for federal tax purposes; (iii) provides a certificate of an Authorized Representative to the effect that the Authority is not in default under the Indenture or any supplemental indenture, and that the Credit Agreement is in compliance with Authority policy with respect to Credit Agreements; (iv) to the extent required by applicable law, submits the proceedings of the Credit Agreement to the Attorney General and the Attorney General approves such proceedings; and (v) the Authority and the counterparty provide documents required by the Credit Agreement, Bond Counsel, or any other counsel to the Authority. See “APPENDIX C — EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE.”

Subordinate Lien Bonds

In the Indenture, the Authority has reserved the right to issue, for any lawful purpose, bonds, notes or other obligations secured in whole or in part by liens on all or part of the Trust Estate that are inferior and subordinate to the lien on the TrustEstate securing payment of the Senior Lien Bonds and any Junior Lien Bonds. Such Subordinate Lien Bonds may be further secured by any other source of payment lawfully available for such purposes, including, without limitation, any Supplemental Security and shall be issued pursuant to a supplemental indenture established for such Subordinate Lien Bonds. The Authority has reserved the right to establish such other Funds and accounts as may be necessary for the issuance of such Subordinate Lien Bonds as provided in the Supplemental Indentures authorizing such Subordinate Lien Bonds.

Supplemental Security

The Authority may, in its discretion, provide Supplemental Security (i) for a particular specified series of Obligations, but shall have no obligation to provide such additional security or credit enhancement to other Senior Lien Bonds, or (ii) for

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deposit into one or more specified Funds or accounts created under the Indenture or any supplemental indenture, except that no Supplemental Security shall be provided unless there shall have been first delivered a Counsel’s Opinion that the exclusion from gross income of interest on any Outstanding Senior Lien Bonds or Senior Lien Bonds then proposed to be issued on a tax-exempt basis for federal income tax purposes will not be adversely affected thereby. The Authority reserves the right to establish, pursuant to a supplemental indenture or an amended Indenture, one or more Funds or accounts for the purpose of holding, investing and disbursing Supplemental Security. As of the date of delivery of the Bonds, the Indenture will not provide any Supplemental Security for the Bonds.

THE OPTIONAL VEHICLE REGISTRATION FEES

Motor Vehicle Registration Generally

The State of Texas has been requiring residents to register motor vehicles since 1917. Chapter 502 of the Texas Transportation Code, as amended (the “Motor Vehicle Act”), governs the registration of motor vehicles in the State of Texas generally and establishes the amount and procedures for collection of fees associated with registration. Namely, all nonexempt vehicles must be registered. The Motor Vehicle Act permits four groups of exempt vehicles: (i) ambulances, law enforcement vehicles, and fire engines and passenger cars and trucks owned by the United State Government, the State, or any of the State’s political subdivisions; (ii) horseless carriages registered in the State prior to July 1, 1992; (iii) certain commercial vehicles qualifying for an apportioned registration (based on miles traveled in two or more jurisdictions); and (iv) motor vehicles qualifying for a Purple heart special interest group license plate. Registration of motor vehicles is administered between the Texas Department of Motor Vehicles (“TDMV”) and each county assessor-collector office. Each county assessor-collector retains a certain portion of fees collected and remits the remaining amounts to the TDMV pursuant to the provisions of the Motor Vehicle Act.

Average annual growth rate of motor vehicles registered in the County from 2006 through 2015 was approximately2.09%. The following is a chart representing a ten year history of vehicle registrations in the County:

County Road and Bridge Fee

In addition to standard motor vehicle registration fees, the Motor Vehicle Act provides for certain other fees, includingthe Optional Vehicle Registration Fee and a fee not to exceed $10.00 per registered vehicle for a road and bridge fund within

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any county opting to impose such fee (hereinafter, the “Road and Bridge Fee”). Commencing on September 1, 1995, the Countyhas been imposing a Road and Bridge Fee in the amount of $10.00 per registered vehicle. While the Road and Bridge Fee isseparate and is not pledged to the Bonds, the historical collection of such fee may provide insight into the future potential collection of the Optional Vehicle Registration Fee.

The following is a chart representing a ten year history of Road and Bridge Fee collections in the County (such fees are not part of the Trust Estate):

Optional Vehicle Registration Fee Revenues

The Optional Vehicle Registration Fee is intended for long-term transportation projects related to the construction, maintenance, and supervision of public roadways in accordance with constitutional provisions governing revenues from motor vehicle registration fees. On August 29, 2013, the County authorized the imposition of this Optional Vehicle Registration Fee in the amount of $10.00 per vehicle registered in the County, effective January 1, 2014. The funds collected from the levy of the Optional Vehicle Registration Fee in the amount of $10.00 per vehicle constitute Pledged Vehicle Fee Revenues, and the County has covenanted and agreed in the Funding Agreement to continue to impose and collect the Optional Vehicle Registration Fee as long as any Bonds remain outstanding. In addition, the County also covenants and agrees that it will not cause a reduction, abatement or exemption in the Optional Vehicle Registration Fee or in the amount in which it is authorizedto be collected if any proposed reduction, abatement would violate any of the terms of the Indenture. See “SECURITY FOR THE BONDS — Funding Agreement for Transportation Projects.”

Revenues from the Optional Vehicle Registration Fee are collected by the County’s assessor-collector along with other state motor vehicle fees. The County’s assessor-collector is required to collect the Optional Vehicle Registration Fee when other registration fees are collected. In the Funding Agreement, the County covenants to pay to the Authority, within forty (40) days of receipt from the County assessor-collector, the revenues from the Optional Vehicle Registration Fee which the County receives, without demand, notice, counterclaim or offset, although allowances are made for returned checks, declined or reversed credit charges, or similar deductions. To the extent motor vehicles are registered directly with the TDMV, the revenues from the Optional Vehicle Registration Fee will be collected by TDMV and remitted to the County for the benefit of the Authority (which in turn will remit them to the Authority). One hundred percent of the revenues collected from the Optional Vehicle Registration Fee will be remitted to the Authority. See “SECURITY FOR THE BONDS — Pledged Vehicle Fee Revenues” and “—Funding Agreement for Transportation Projects.”

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The following Table 1 provides the actual collections of the Optional Vehicle Registration Fee for the fiscal years 2014 and 2015 and projected collections of the Optional Vehicle Registration Fees for fiscal years 2016 through 2023, inclusively. Assuming the same annual rate of collections for the Optional Vehicle Registration Fee for fiscal years 2014 and 2015, the Authority has provided the Projected Pledged Vehicle Fee Revenues for fiscal years 2016 through 2023 provided in Table 1 below. However, there is no assurance that such amounts will be received and not all of such revenues will be received by the Authority in any given fiscal year.

Table 1- Optional Vehicle Registration Fee Collections and Projected Pledged Vehicle Fee Revenues

Fiscal Year Ending 9/31

Projected Total # of Vehicles Registered

Per Vehicle Fee ($)

Actual Special Vehicle

Registration Fee Collections ($)

Projected Pledged Vehicle Fee Revenues ($)

2014 1,517,285* $10 11,234,815* N/A

2015 1,530,135 $10 15,602,458 N/A

2016 1,560,200 $10 5,145,340** 15,602,000

2017 1,599,205 $10 N/A 15,992,050

2018 1,639,185 $10 N/A 16,391,851

2019 1,680,165 $10 N/A 16,801,648

2020 1,722,169 $10 N/A 17,221,689

2021 1,765,223 $10 N/A 17,652,231

2022 1,765,223 $10 N/A 17,652,231

2023 1,765,223 $10 N/A 17,652,231

*Optional Vehicle Registration Fee became effective January 1, 2014.

Fee was not assessed on all registered vehicles in fiscal year ending 2014.

** Through January 31, 2016.

[The remainder of this page is intentionally left blank]

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Table 2 - Debt Service Requirements and Coverage

Fiscal Year

Project Vehicle Registration

Fees(1,2,3)

Assumed Growth Rate(1,2,3) Principal* Interest*(1) Total*

Projected Senior Lien

Coverage(1,2,3)

Projected Surplus

Revenues*(1,3)

2016 $15,570,000

2017 15,960,000 2.50% $2,670,000 $2,893,824 $5,563,824 2.87 $10,396,176

2018 16,359,000 2.50% 2,690,000 2,875,935 5,565,935 2.94 10,793,065

2019 16,768,000 2.50% 2,710,000 2,853,070 5,563,070 3.01 11,204,930

2020 17,187,000 2.50% 2,740,000 2,824,615 5,564,615 3.09 11,622,385

2021 17,616,000 2.50% 2,775,000 2,790,913 5,565,913 3.16 12,050,087

2022 17,616,000 0.00% 2,815,000 2,752,063 5,567,063 3.16 12,048,937

2023 17,616,000 0.00% 2,855,000 2,707,868 5,562,868 3.17 12,053,133

2024 17,616,000 0.00% 2,910,000 2,657,049 5,567,049 3.16 12,048,952

2025 17,616,000 0.00% 2,965,000 2,599,431 5,564,431 3.17 12,051,570

2026 17,616,000 0.00% 3,030,000 2,535,683 5,565,683 3.17 12,050,317

2027 17,616,000 0.00% 3,100,000 2,466,296 5,566,296 3.16 12,049,704

2028 17,616,000 0.00% 3,175,000 2,391,586 5,566,586 3.16 12,049,414

2029 17,616,000 0.00% 3,255,000 2,312,529 5,567,529 3.16 12,048,472

2030 17,616,000 0.00% 3,335,000 2,228,875 5,563,875 3.17 12,052,125

2031 17,616,000 0.00% 3,425,000 2,140,831 5,565,831 3.17 12,050,169

2032 17,616,000 0.00% 3,520,000 2,047,671 5,567,671 3.16 12,048,329

2033 17,616,000 0.00% 3,615,000 1,949,111 5,564,111 3.17 12,051,889

2034 17,616,000 0.00% 3,720,000 1,846,084 5,566,084 3.16 12,049,917

2035 17,616,000 0.00% 3,825,000 1,738,204 5,563,204 3.17 12,052,797

2036 17,616,000 0.00% 3,940,000 1,625,366 5,565,366 3.17 12,050,634

2037 17,616,000 0.00% 4,060,000 1,507,560 5,567,560 3.16 12,048,440

2038 17,616,000 0.00% 4,185,000 1,378,452 5,563,452 3.17 12,052,548

2039 17,616,000 0.00% 4,320,000 1,245,369 5,565,369 3.17 12,050,631

2040 17,616,000 0.00% 4,455,000 1,107,993 5,562,993 3.17 12,053,007

2041 17,616,000 0.00% 4,600,000 966,324 5,566,324 3.16 12,049,676

2042 17,616,000 0.00% 4,745,000 820,044 5,565,044 3.17 12,050,956

2043 17,616,000 0.00% 4,900,000 666,306 5,566,306 3.16 12,049,694

2044 17,616,000 0.00% 5,055,000 507,546 5,562,546 3.17 12,053,454

2045 17,616,000 0.00% 5,220,000 343,764 5,563,764 3.17 12,052,236

2046 17,616,000 0.00% 5,390,000 174,636 5,564,636 3.17 12,051,364

Totals $539,860,000 $110,000,000 $56,954,995 $166,954,995 $372,905,005

* Preliminary, subject to change.(1) The debt service shown assumes an overall true interest cost of 2.97% and is provided for illustrative purposes only. Revenue and coverage

projections assumes that vehicle registration fees will remain at the FY 2015 level (approximately $15.57 million) for FY 2016. This projection also assumes that vehicle registration fees will increase at a rate of 2.50% per year for years 2017-2021. According to County's records, the County's historical average annual growth rate in the County Road and Bridge Fee was 3.04% from FY 2006 to FY 2015.

(2) Vehicle registration and revenue projections were prepared by the Authority on the basis of available County data. While the Authority believes that its projections are reasonable, actual results may differ from forecasts because events and circumstances freeuqntly do not occur as expected. Any such differences may be material. See "RISK FACTORS - Forward Looking Statements" herein.

(3) Only actual debt service coverage and surplus revenues will be provided as part of the Authority's continuing disclosure undertaking. See "CONTINUING DISCLOSURE OF INFORMATION - Annual Reports."

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THE AUTHORITY

Regional Mobility Authorities

In 2001, the 77th Texas Legislature authorized the creation of regional mobility authorities (“RMAs”) through Senate Bill 342 for the purpose of constructing, operating, and maintaining transportation projects in the State. In 2003, the 78th Texas Legislature amended the enabling legislation for RMAs through House Bill 3588. That legislation created Chapter 370 of the Texas Transportation Code (the “Act”) and significantly expanded the scope and breadth of RMA powers and authorized activities. Since then, the Act has periodically been amended by the Texas Legislature to expand, modify, or clarify the law regarding powers, duties and operations of RMAs. RMAs are political subdivisions of the State created by one or more counties or by certain cities in the State to finance, acquire, design, construct, operate, maintain, expand, or extend toll or non-toll transportation projects. Permitted projects include roadways, passenger or freight rail, ferries, airports, pedestrian and bicycle facilities, intermodal hubs, certain border crossing inspection stations, air quality improvement initiatives, public utility facilities, mass transit, parking facilities, improvements located in a transportation reinvestment zone, and projects listed in the State Implementation Plan (air quality plan), the Unified Transportation Program, or the applicable metropolitan planning organization long-range plan.

In general, RMAs may finance projects through the issuance of revenue bonds for a term not to exceed 40 years and may acquire or condemn property for such projects. An RMA may also enter into pass-through toll agreements and agreements with other governmental entities and with Mexico.

The Texas Transportation Commission (the “Commission”) oversees the creation of RMAs. The creation process involves the submission of a petition to the Commission by one or more counties or, in limited circumstances, cities, the holding of a public hearing, and receipt of final approval from the Commission. The Commission must approve RMA projects connecting to the state highway system or to a rail facility, as well as RMA applications for federal highway or rail funds. Specifically with respect to state highway system or rail facility projects, the Commission has established design and construction standards. All RMA projects must undergo environmental review, and RMAs must comply with Commission audit and reporting requirements as well as audit requirements required in the Act.

The Authority is one of several RMAs formed in the State. Other RMAs include: Central Texas RMA (Travis and Williamson Counties), Grayson County RMA, North East Texas RMA (12 counties in northeast Texas), Cameron CountyRMA, Camino Real RMA (El Paso County), Hidalgo County RMA, Sulphur River RMA (Delta, Hunt and Lamar Counties), and Webb County-City of Laredo RMA.

The purpose of the Authority is to provide the Bexar County region with an opportunity to significantly accelerate needed transportation projects and have a local entity in place that will make mobility decisions that will benefit the community, while enhancing the economic vitality and quality of life for the residents in the County and surrounding areas.

The Authority assists the residents of the County and surrounding areas by providing congestion relief, traffic safety, enhanced mobility and viable alternative routes. The Authority is working very closely with the Texas Department of Transportation (“TxDOT”) on several on-going projects in the County.

Creation of the Authority

The Authority is a regional mobility authority created when the County filed a petition to form the Authority on August 29, 2003 pursuant to the Act and 43 TEX. ADMIN. CODE §§ 26.1 et seq. The Authority was initially formed under the name of the “Bexar County Regional Mobility Authority.” The Commission granted its approval on December 18, 2003thereby enabling the County to adopt a resolution creating the Authority on January 14, 2004. The Authority changed its name from the “Bexar County Regional Mobility Authority” to the “Alamo Regional Mobility Authority” pursuant to an agenda action item of the Authority approved on October 14, 2004. The Authority operates as a body politic and corporate and political subdivision of the State. Chapter 791 of the Texas Government Code provides that any one or more public agencies may contract with each other for the performance of governmental functions or services in which the contracting parties are mutually interested. Based on this authority, the County provides office space, staffing support, and legal and administrative services (phone lines, computers, email service, and some accounting services) to the Authority.

The petition to form the Authority called for a board of directors of seven members, six to be appointed by the County, and (pursuant to State law) the presiding officer to be appointed by the Governor of the State. The initial meeting of the Authority occurred on April 13, 2004. Since its creation, the Authority has developed and adopted numerous policies and procedures necessary to conduct its business, and has procured and retained the services of various consultants and

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professionals experienced in project finance, development, construction, and operations.

Authorizing Law

The Authorizing Law authorizes certain counties, including the County, to impose the Optional Vehicle Registration Fee, not to exceed $10.00, for vehicles registered in the County to be used for long-term transportation projects. On August 29, 2013, the Commissioners Court of the County ordered the adoption and imposition of a $10.00 per registered vehicle Optional Vehicle Registration Fee for vehicles registered in the County pursuant to and in accordance with the Authorizing Law (the “Order”). Among other things, the Authorizing Law requires that the County must remit the revenue from the Optional Vehicle Registration Fee to a regional mobility authority located in the County (here, the Authority) to fund long-term transportation projects. Pursuant to this authority, the County and the Authority have entered into the Funding Agreement.

Section 370.033 of the Act permits the Authority to enter into an agreement, including the Funding Agreement, under which the Authority may acquire, plan, design, construct, maintain, repair, or operate a transportation project on behalf of another governmental entity if the transportation project is located in the Authority’s area of jurisdiction or in a county adjacent to the Authority’s area of jurisdiction. The Projects are long-term transportation projects in the County that are consistent with the purposes of Section 7-a, Article VII, Texas Constitution, as required by the Authorizing Law and are “transportation projects” under the Act; and therefore are “transportation projects” under the Act.

Fiscal Agent and Management Services

The County acts as the fiscal agent to the Authority. In such capacity, the County accounts for any funds received from the Authority in a fiduciary fund to be held and distributed by the County in a trustee capacity for the sole benefit of the Authority. The County receives and disperses such funds only as explicitly authorized by the Authority. Such fiscal agency shall continue until terminated by either the County or the Authority pursuant to written notice.

In addition, the County provides certain personnel, office space, office resources and support, information technology and communication services to the Authority. The Authority reimburses the County for a portion of certain employment expenses related to the financial management of the Authority. The County Manager acts in the capacity as Executive Director of the Authority however the Authority does not reimburse the County for any portion of his salary. See “THE AUTHORITY—Executive Director.”

Although the term of the original Management Services Agreement has expired, the County and the Authority are continuing to operate under its terms pending negotiation of a new management services agreement.

Board of Directors

The Authority is governed by a seven member Board of Directors (the “Board”), with six members appointed by the County, and the presiding officer appointed by the Governor. In March of 2016, Governor Abbott appointed James Conrad Weaver as the Chairman of the Board, who continues to serve in such capacity as of the date of this Official Statement. The Board has the ultimate decision-making authority and responsibility for directing and controlling the affairs of the Authority. The Board is also responsible for the establishment of policies that direct the Authority’s operational management. The Board represents aspectrum of business and civic leaders in the County and meets regularly to review, discuss, and determine policies affecting theoperation and maintenance of the Authority. The Board reviews and presents audited financial statements each year to the State of Texas and the County, along with an annual budget. The Board operates under a five year strategic plan approved and updated every second year. Biographical information concerning the members of the Board is provided below.

James Conrad Weaver, Chairman of the Board. James Conrad Weaver has served on the Dallas Fed Board of Directors, San Antonio Branch, since 2014. Mr. Conrad serves as the CEO of McCombs Partners, the investment management division of McCombs Enterprises, located in San Antonio, Texas. In this role, he oversees the implementation of the company’sinvestment strategies, including management of direct investments in private operating businesses. Mr. Weaver also serves on the Board for the San Antonio Chamber of Commerce and the McCombs School of Business at the University of Texas at Austin, where he received his undergraduate degree.

In addition to his role as CEO of McCombs Partners, Mr. Conrad has served as a Director of Cox Enterprises since July 2015. In addition to his various leadership roles in both the public and private sphere, Mr. Conrad is a member of the Texas Business Leadership Council and the Advance Team for MD Anderson Cancer Therapy and Research Center.

Gavino Ramos, Jr., Vice Chairman of the Board. Gavino Ramos currently serves as the Vice President of

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Communications & External Affairs for the San Antonio Water System (SAWS). In this role, Mr. Ramos reports directly to the organization’s President/Chief Executive Officer and is responsible for the strategic and tactical oversight of developing, implementing and administering SAWS’ Communications and External Affairs programs which include the areas of Advertising and Public Relations, Local Intergovernmental Affairs, Internal and External Communications, as well as Community and Educational Outreach.

Prior to joining SAWS, Mr. Ramos served as the Director of Communications for the Leonard Holding Company and the Vice President of Communications, South Texas, for Time Warner Cable. During his tenure with Time Warner Cable, his team was recognized by the Association of Cable Communicators for their outstanding work in New Product Roll Out, Education Initiatives and Reputation/Brand Management.

Mr. Ramos currently serves as the Vice Chairman of the Alamo Regional Mobility Authority, and is once again a Board Member of the San Antonio Hispanic Chamber of Commerce. A past Trustee of the VIA Metropolitan Transit Authority, Mr. Ramos also served on the boards of the Texas Alliance for Minorities in Engineering, Texas Public Relations Association (TPRA) and has represented the San Antonio Hispanic Chamber of Commerce as Co-Chairman of Leadership San Antonio, Class XXXVIII. Mr. Ramos has also been recognized throughout his career for his work in the field of public relations, as well aswithin our community. Some of his many accomplishments include: San Antonio Business Journal’s 40 Under 40 Award , TPRA’s New Member Achievement Award and he is a graduate of Leadership San Antonio, Class XXIX.

Born and raised in San Antonio, Texas, Mr. Ramos received his undergraduate degree from the University of Texas at San Antonio in 1994 and later obtained a graduate degree in Urban Administration from Trinity University (San Antonio, TX).

David Starr, Secretary/Treasurer of the Board. David Starr is the principal of Clermont, LLC., which specializes in finance of workforce housing properties. He has been a leader and innovator in multifamily affordable housing tax credit and tax-exempt development and financing for over 30 years, with projects in Alabama, Arkansas, Florida, Illinois, Kansas, Louisiana,Mississippi, Pennsylvania, Tennessee, and Texas.

Mr. Starr pioneered the marketing and placement of tax-exempt bonds for the acquisition of multifamily affordable housing projects, and Clermont, LLC, has become the largest provider of tax-exempt bond debt on both rated and un-rated bases throughout the Southwest and Southeast, with over $1 Billion in funded transactions. He also developed the institutional resources that provide subordinated bonds in tax-exempt debt structures. This innovation allowed non-profit organizations the capability of 100% financing and allowed private developers to structure rated bond scenarios.

Since 1999 Mr. Starr has been president of American Opportunity for Housing, Inc. (AOH) as well as the American Agape Foundation, Inc., both nonprofits are developers and providers of over 15,000 units of affordable housing. Mr. Starr has successfully developed and renovated over $200 million in property through the Vantage Communities and the Avistar Communities development platforms.

Mr. Starr has been involved with numerous public agencies and trade organizations over the years. Mr. Starr has been an Advisory Board Member of the Rural Rental Housing Association; the National Multifamily Housing Board (and its affiliates); the Howard University advisory committee; and the South Texas Blood and Tissue Center Board. Mr. Starr was appointed in July, 2013 to the Alamo Regional Mobility Authority.

John Montford, Board Member. John Montford is currently President & CEO of JTM Consulting, LLC. Prior to establishing his own consulting firm, he served as Senior Advisor for Global Public Policy for General Motors Company from January 1, 2010 to January 2012. At GM he was responsible for GM public policy for federal, state, and international, as well as the GM Foundation. He was a member of the GM Executive Committee from January 1, 2010 to May 1, 2011.

Prior to joining GM, Montford served as the Senior Vice President of State Legislative Affairs for AT&T. Following the 2005 merger of SBC and AT&T, he served as president of the Western Region for AT&T, responsible for 23 states west of the Mississippi. From 2002 to 2005, he was president of External Affairs for Southwestern Bell. He joined SBC, now AT&T, in September 2001.Montford was the 2005 Chairman of the Greater San Antonio Chamber of Commerce, a catalyst for economic development in San Antonio with over 2,000 members. From 2007-2010, Montford was President of the Board of the National Western Art Foundation, for which he personally secured the lead gift to create the Dolph and Janey Briscoe National Western Art Museum in San Antonio. He was also Chair of the Advisory Committee for the Texas Parks and Wildlife Department. He served as Chairman of the Development Board of the University of Texas Health Science Center at San Antonio and President of the San Antonio Independent School District Foundation from 2008-2010. He has served as an independent director of Southwest Airlines since 2002.

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Ramiro A. Cavazos, Board Member. Ramiro Cavazos became President & CEO of the San Antonio Hispanic Chamber of Commerce on August 15, 2008. He leads the day to day operations of America’s first Latino Chamber founded in 1929.

Prior to his appointment at the Hispanic Chamber, Ramiro served as Director of Research and Economic Development for the University of Texas Health Science Center at San Antonio (UTHSCSA). He managed strategic efforts to connect local, state, federal and private resources in economic development for the UTHSCSA. Ramiro led the Economic Development Department for the City of San Antonio for six and a half years before his time at the UTHSCSA. During that tenure, he led unprecedented economic growth for the nation’s 7th largest city by recruiting Toyota, Microsoft, Maxim Semiconductors; and expanded DPT Labs, National Security Agency, and Rackspace. Prior to joining the City, he was the Senior Manager for Global Public Affairs for the Levi Strauss Foundation directing economic empowerment, social justice, and AIDS grants in Texas, Mexico and Latin America for more than five years. Ramiro has taught economic development for the University of Texas at San Antonio, successfully managed Nelson Wolff’s campaign for Mayor in 1991, served as the first administrator for the City of Helotes, and worked for former U.S. Senator Lloyd Bentsen and former Texas and State Representative Irma Rangel. Ramiro has been nominated as a Distinguished Alumnae of St. Mary’s University. He has served as a delegate to The American Assembly, was appointed to the U.S. Department of Education’s Secondary School Recognition Program, and was one of fifteen Americans selected to participate in the U.S. – Japan --China Association for the Communication of Transcultural Study (ACT) Seminar. Mayor Phil Hardberger asked him to Chair the San Antonio Housing Authority, Co-chair the 2007 City Bond Campaign, and to serve on the new P-16 Plus Council task force. He is on the Boards of the Brooks Development Authority, Alamo Regional Mobility Authority, San Antonio Mobility Coalition, Inc., Alamo Academies , and Project Quest. Ramiro is a former Director of the Edwards Aquifer Authority, Trustee for St. Mary’s University, and a Bank Director for Intercon National Bank. He has chaired the San Antonio Education Partnership, Alamo Workforce Development, and San Antonio Inc.

Ramiro received a B.A. in Government from The University of Texas at Austin and an M.P.A. from St. Mary’s University in San Antonio. Ramiro is married to Christa Olvera, and they are proud parents of 7 year old Ramiro Antonio and 4year old Roberto Carlos. Ramiro is a native of Weslaco in the Rio Grande Valley, and is a 7th generation Texan.

Lou Miller, Board Member. Lou Miller was appointed to the Alamo Regional Mobility Authority Board of Directors. He is Rotary International District Governor of District 5840 for 2015-16. He has served as Director of Community Relations for the Mayor of San Antonio.

He is the owner and agent of Lou Miller's State Farm Insurance Agency since 1983, was a vice president in Lending with the Texas Bank, and has also been in the entertainment business as a Radio personality and entertainer. Lou Miller and his hotel investment group were the proud builders and owners of a 158 room Doubletree Club Hotel in Austin Texas.

He currently serves on the City Public Service Headquarters Advisory Panel, member of the American Public Transportation Association, the Transit Board Members Committee, Rail Conference Planning Subcommittee, Legislative Committee, Rail Transit Committee and Streetcar Subcommittee. He is a member of the Conference of Minority Transportation Officials and their Legislative Committee. President of the African American Chamber of Commerce of San Antonio, he was the Board Secretary for Via Metropolitan Transit Authority's Board of Trustees , and board member for the Alamo City Golf Trail. He has served as Chief of Staff for the Chairman of the National Coalition of Black Meeting Planners as well as served as a board member, is a founding board member of the National Association of African American Chambers of Commerce and founding member of the Texas Association of African American Chambers of Commerce. Lou is past chairman Pro Tem for the City of San Antonio Zoning Commission, was founding president of Texas State Sickle Cell Disease Association, founding president of The San Antonio Chapter of the Union of Black Episcopalians. NAACP national committee on the Hospitality Industry, Behavior Enforcement past Chair and board member of Texas State Board of Public Accountancy, FBI Citizens Academy graduate, past Chair of Ella Austin Community Center, founding president of the San Antonio Sickle Cell Anemia Association, Alamo Consortium's Private industry Council, founder of the Community Minority Business Advancement (MBA) program administered by the College and Graduate School of Business at the University of Texas at Austin, Eastside San Antonio Coordinating Council, City of San Antonio Zoning Commission's past chair pro tem , City of San Antonio Charter Revision Commission, San Antonio Education Partnership , Southwestern Bell Small Business Advisory Panel, Help One Student To Succeed (HOSTS), former life membership chair for the NAACP, past Worshipful Master of Elite Lodge #462 Free and Accepted Masons, Prince Hall Affiliated, San Antonio chapter of the American Institute of Banking, Cancer Therapy and Research Center's Board of Governors, past president Alamo City Chamber of Commerce, Alamo Area Council of Boy Scouts Comanche District Former Chair.

Baltazar Serna, Jr., Board Member. Baltazar “Walter” Serna, Jr. is currently a Partner at the Law Firm of Serna & Serna Attorneys, located in San Antonio, Texas. Mr. Serna received his undergraduate degree in Criminal Justice from St. Mary’s University and received his J.D. from Texas Southern University Thurgood Marshall School of Law. Mr. Serna has served on several local Boards and Organizations. He served as a VIA Board Member from 1995 to 2002, served on the Metropolitan

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Planning Organization from 1997 to 2002, and has been a San Antonio Hispanic Chamber of Commerce Board Member since 2006.

In 2010, Mr. Serna was crowned as the 62nd Rey Feo of the Rey Feo Consejo Education Foundation, a local membership based non-profit organization that is committed that raises money for scholarships and promotes local education through the Rey Feo Scholarship Program. Today, Mr. Serna serves as The Regent on the Executive Board of the Foundation. Mr. Serna was born and raised in San Antonio. Mr. Serna and his wife, Deborah, are the proud parents of 13 year old Alejandra and 9 year old sonBaltazar.

Executive Director

The operations of the Authority are managed by the Executive Director who is appointed by the Board. TheExecutive Director serves as the chief executive officer of the Authority. The Executive Director reports directly to the Board.Biographical information concerning the Executive Director is provided below.

David L. Smith, Executive Director. David L. Smith, County Manager of Bexar County, Texas, graduated from the University of Texas in San Antonio in 1991 with a BBA in Marketing. In 1993, he received an MS in Finance from Louisiana State University. In 1998, he was awarded his second graduate degree, an MS in Urban Administration, from Trinity University.

Prior to joining Bexar County, Mr. Smith's employment includes several years of retail management and serving as a Research Assistant at Louisiana Real Estate Research Institute. He began his employment with Bexar County in January of 1997 as a Budget Intern in the Planning and Resource Management Department. He has since held every position in the Budget Division. Additional areas of responsibility have included managing the County Economic Development functions and serving as the Community Arena Project Fiscal Officer. In 2004, he became the Executive Director for the Planning and ResourceManagement Department, and the County's Budget Officer. In that capacity, he was responsible for administering the activities of three major divisions-- Budget, Management & Financial Services, and Human Resources.

In July of 2011, Mr. Smith was appointed the first ever County Manager, by a unanimous vote of Commissioners Court.

Financial Statements

The audited financial statements of the Authority for the fiscal year ended September 30, 2014 are attached hereto as Appendix B. The Authority has not requested [AUDITOR] to reissue its auditor’s report and [AUDITOR] has not performed any procedures in connection with this Official Statement or the Appendices hereto. See “OTHER INFORMATION —Financial Statements.”

INVESTMENT AUTHORITY

The Authority invests its investable funds in investments authorized by State law in accordance with investment policies approved by the Authority. Both State law and the Authority’s investment policies are subject to change.

The Authority will maintain a minimum of the maximum annual debt service of all Vehicle Registration Fee Revenue Obligations in the VRF General Fund; provided however, that this requirement shall comply with the provisions of the InternalRevenue Code of 1986, as amended.

Legal Investments

Under State law, particularly Chapter 2256, Texas Government Code, as amended, the Authority is authorized to invest its funds and funds held by the Trustee in (1) obligations of the United States or its agencies and instrumentalities,including letters of credit; (2) direct obligations of the State or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which isguaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally-recognized investment rating firm not less than “A” or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit or share certificates that are issued by a depository institution that has its main branch office in the State and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or their successors, or are secured by

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obligations described in clauses (1) through (6) above or in any other manner and amount provided by law for Authority deposits, (8) fully collateralized repurchase agreements that: (a) have a defined termination date, (b) are secured by a combination of cash and obligations described in clause (1) above, (c) require the securities being purchased by the Authority or cash held by the Authority to be pledged to the Authority, held in the Authority’s name, and deposited at the time the investment is made with the Authority or with a third party selected and approved by the Authority, and (d) are placed through a primary government securities dealer or a financial institution doing business in the State, (9) certain bankers’ acceptances with a stated maturity of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least “A-1” or “P-1” or the equivalent by at least one nationally-recognized credit rating agency, (10) commercial paper with a stated maturity of 270 days or less that is rated at least “A-1” or “P-1” or the equivalent by either (a) two nationally-recognized credit rating agencies or (b) one nationally-recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a United States or state bank, (11) no-load money market mutual funds registered with and regulated by the United States Securities and Exchange Commission (the “SEC”) that have a dollar weighted average stated maturity of 60 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no-load mutual funds registered with the SEC that have an average weighted maturity of less than two years, invest exclusively in obligations described in this paragraph, and are continuously rated as to investment quality by at least one nationally-recognized investment rating firm of not less than “AAA” or its equivalent. In addition to the authority to invest funds in certificates of deposit as described in clause (7) above, an investment in certificates of deposit made in accordance with the following conditions is an authorized investment under State law: (a) the funds are invested by the Authority through a broker that has its main office or a branch office in the State and is selected from a list adopted by the investing entity as required by State law or a depository institution that has its main office or a branch office in the State and that is selected by the Authority, (b) the selected broker or depository institution arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the Authority, (c) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States, and (d) the Authority appoints the selected depository institution as custodian for the Authority with respect to thecertificates of deposit issued for the account of the Authority. In addition, bond proceeds may be invested under State law in guaranteed investment contracts that have a defined termination date and are secured by obligations, including letters of credit, of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. Additionally, the State law provides that a securities lending program is an authorized investment for the Authority if (a) the value of the securities loaned under the program is fully collateralized (including accrued income), (b) a loan made under the program provides that it may be terminated at any time, and (c) certain other requirements of State law are satisfied, including, but not limited to, that the loan made under the program is secured by obligations described in clauses (1) through (6) above, certain letters of credit or certain other obligations pursuant to State law.

The Authority may invest in such obligations directly or through government investment pools that invest solely in such obligations (and money market mutual funds, to the extent permitted by and consistent with State law) provided that the pools are rated no lower than “AAA” or “AAA-m” or an equivalent by at least one nationally-recognized rating service. Under State law, the Authority may also contract with an investment management firm that is registered under either the Investment Advisers Act of 1940 (15 U.S.C. Sections 80b-1 et seq.) or the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the Authority retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the Authority must do so by order, ordinance, or resolution. State law specifically prohibits the Authority from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index.

Investment Policies

Under State law, the Authority is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; that include a list of authorized investments for Authority funds, the maximum allowable stated maturity of any individual investment and the maximum average dollar-weighted maturity allowed for pooled fund groups; methods to monitor the market price of investments acquired with public funds; a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis; and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with State law. All Authority funds must be invested consistent with a formally adopted investment strategy that specifically addresses each fund’s investment. Each investment strategy will describe its objectives concerning: (1) suitability of investment type, (2)

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preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield.

Under State law, the Authority’s investments must be made “with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person’s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived.” At least quarterly the Authority’s investment officers must submit an investment report to the Board detailing: (1) the investment position of the Authority, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, and any additions and changes to market value, the ending value of each pooled fund group and fully accrued interest for the reporting period, (4) the book value and market value of each separately listed asset at the beginning and end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategies and (b) State law. No person may invest Authority funds without express written authorization from the Authority.

Under State law, the Authority is additionally required to: (1) annually review its adopted policies and strategies; (2) require any investment officers with personal business relationships or family relationships with firms seeking to sell securities to the Authority to disclose the relationship and file a statement with the Texas Ethics Commission and the Authority; (3) require the registered principal of firms seeking to sell securities to the Authority to: (a) receive and review the Authority’s investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude imprudent investment activities, and (c) deliver a written statement attesting to these requirements; (4) in conjunction with its annual financial audit, perform a compliance audit of the management controls on investments and adherence to the Authority’s investment policy; (5) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverserepurchase agreement funds to no greater than the term of the reverse repurchase agreement; (6) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the Authority’s monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; and (7) provide specific investment training for the investment officer.

The Authority has adopted an investment policy that is generally consistent with the foregoing requirements of State law; however, such investment policy currently contains certain additional restrictions that are not currently required by State law, such as, it does not allow for the investment in bonds issued, assumed or guaranteed by the State of Israel. The Authority’s investment policy is subject to change at any time. Copies of the Authority’s investment policy are available for examination at the offices of the Authority.

Table 3 - Current Investments

The Authority had the following investments as of February 29, 2016:

Investment Table

As of February 29, 2016 Book Balance Fair Value Percent (%)

Generations Federal Credit Union (Sweep Account) $ 21,120,260 $ 21,120,260 67.87%

Generations Federal Credit Union Share Certificates $ 10,000,000 $ 10,000,000 32.13%

TOTAL $ 31,120,260 $ 31,120,260 100.00%

TAX MATTERS

Tax Exemption

In the opinion of Bracewell LLP, Bond Counsel, under existing law (i) interest on the Bonds is excludable from gross income for federal income tax purposes and (ii) the Bonds are not “private activity bonds” under the Internal Revenue Code of 1986, as amended (the “Code”), and, as such, interest on the Bonds is not subject to the alternative minimum tax on individuals and corporations, except as described below in the discussion regarding the adjusted current earnings adjustment for corporations. See Appendix D hereto for the form of the opinion of Bond Counsel.

The Code imposes a number of requirements that must be satisfied for interest on state or local obligations, such as the Bonds, to be excludable from gross income for federal income tax purposes. These requirements include limitations on the use of proceeds and the source of repayment, limitations on the investment of proceeds prior to expenditure, a requirement that excess arbitrage earned on the investment of proceeds be paid periodically to the United States, and a requirement that the

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issuer file an information report with the Internal Revenue Service (the “Service”). The Authority has covenanted in the First Supplemental Indenture that it will comply with these requirements.

Bond Counsel’s opinion will assume continuing compliance with the covenants of the First Supplemental Indenturepertaining to those sections of the Code that affect the exclusion from gross income of interest on the Bonds for federal income tax purposes and, in addition, will rely on representations by the Authority, the Authority’s Financial Advisor, and the Underwriters with respect to matters solely within the knowledge of the Authority, the Authority’s Financial Advisor and the Underwriters, respectively, which Bond Counsel has not independently verified. If the Authority should fail to comply with the covenants in the First Supplemental Indenture or if the foregoing representations are determined to be inaccurate or incomplete, interest on the Bonds could become includable in gross income from the date of delivery of the Bonds, regardless of the date on which the event causing such inclusion occurs.

The Code also imposes a 20% alternative minimum tax on the “alternative minimum taxable income” of a corporation if the amount of such alternative minimum tax is greater than the amount of the corporation’s regular income tax. Generally, the alternative minimum taxable income of a corporation (other than any S corporation, regulated investment company, REIT, or REMIC), includes 75% of the amount by which its “adjusted current earnings” exceeds its other “alternative minimum taxable income.” Because interest on tax-exempt obligations, such as the Bonds, is included in a corporation’s “adjusted current earnings,” ownership of the Bonds could subject a corporation to alternative minimum tax consequences.

Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax consequences resulting from the ownership of, receipt of interest on, or disposition of, the Bonds.

Bond Counsel’s opinions are based on existing law, which is subject to change. Such opinions are further based on Bond Counsel’s knowledge of facts as of the date of its opinion. Bond Counsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that may thereafter come to Bond Counsel’s attention or to reflect any changes in any law that may thereafter occur or become effective. Moreover, Bond Counsel’s opinions are not a guarantee of result and are not binding on the Service; rather, such opinions represent Bond Counsel’s legal judgment based upon its review of existing law and in reliance upon representations and covenants referenced above that it deems relevant to such opinions. The Service has an ongoing audit program to determine compliance with rules that relate to whether interest on state or local obligations is includable in gross income for federal income tax purposes. No assurance can be given as to whether or not theService will commence an audit of the Bonds. If an audit is commenced, in accordance with its current published procedures, the Service is likely to treat the Authority as the taxpayer and the Owners may not have a right to participate in such audit. Public awareness of any future audit of the Bonds could adversely affect the value and liquidity of the Bonds regardless of theultimate outcome of the audit.

Additional Federal Income Tax Considerations

Collateral Tax Consequences. Prospective purchasers of the Bonds should be aware that the ownership of tax-exempt obligations may result in collateral federal income tax consequences to financial institutions, life insurance and property and casualty insurance companies, certain S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, low and middle income taxpayers otherwise qualifying for the health insurance premium assistance credit, and individuals otherwise qualifying for the earned income credit. In addition, certain foreign corporations doing business in the United States may be subject to the “branch profits tax” on their effectively connected earnings and profits, including tax-exempt interest such as interest on the Bonds. These categories of prospective purchasers should consult their own tax advisors as to the applicability of these consequences. Prospective purchasers of the Bonds should also be aware that, under the Code, taxpayers are required to report on their returns the amount of tax-exempt interest, such as interest on the Bonds, received or accrued during the year.

Tax Accounting Treatment of Original Issue Discount. The issue price of all or a portion of the Bonds may be less than the stated redemption price payable at maturity of such Bonds (the “Original Issue Discount Bonds”). In such case, the difference between (i) the amount payable at the maturity of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond constitutes original issue discount with respect to such Original Issue Discount Bond in the hands of any owner who has purchased such Original Issue Discount Bond in the initial public offering of the Bonds. Generally, such initial owner is entitled to exclude from gross income (as defined in Section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the period that such Original Issue Discount Bond continues to be owned by such owner. Because original issue discount is treated as interest for federal income tax purposes, the discussions regarding interest on the Bonds under the captions “TAX MATTERS — Tax Exemption” and “TAX MATTERS — Additional Federal Income Tax

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Considerations — Collateral Tax Consequences” and “— Tax Legislative Changes” generally applies and should be considered in connection with the discussion in this portion of the Official Statement.

In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income.

The foregoing discussion assumes that (i) the Underwriters have purchased the Bonds for contemporaneous sale to the public and (ii) all of the Original Issue Discount Bonds have been initially offered, and a substantial amount of each maturity thereof has been sold, to the general public in arm’s-length transactions for a price (and with no other consideration being included) not more than the initial offering prices thereof stated on the inside front cover page of this Official Statement. Neither the Authority nor Bond Counsel has made any investigation or offers any comfort that the Original Issue Discount Bonds will be offered and sold in accordance with such assumptions.

Under existing law, the original issue discount on each Original Issue Discount Bond accrues daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner’s basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (i) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less, (ii) the amounts payable as current interest during such accrual period on such Bonds.

The federal income tax consequences of the purchase, ownership, and redemption, sale or other disposition of Original Issue Discount Bonds that are not purchased in the initial offering at the initial offering price may be determined according to rules that differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state, and local income tax purposes of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds.

Tax Accounting Treatment of Original Issue Premium. The issue price of all or a portion of the Bonds may exceed the stated redemption price payable at maturity of such Bonds. Such Bonds (the “Premium Bonds”) are considered for federal income tax purposes to have “bond premium” equal to the amount of such excess. The basis of a Premium Bond in the hands of an initial owner is reduced by the amount of such excess that is amortized during the period such initial owner holds suchPremium Bond in determining gain or loss for federal income tax purposes. This reduction in basis will increase the amount of any gain or decrease the amount of any loss recognized for federal income tax purposes on the sale or other taxable disposition of a Premium Bond by the initial owner. No corresponding deduction is allowed for federal income tax purposes for the reduction in basis resulting from amortizable bond premium. The amount of bond premium on a Premium Bond that is amortizable each year (or shorter period in the event of a sale or disposition of a Premium Bond) is determined using the yield to maturity on the Premium Bond based on the initial offering price of such Premium Bond.

The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of Premium Bonds that are not purchased in the initial offering at the initial offering price may be determined according to rules that differ from those described above. All owners of Premium Bonds should consult their own tax advisors with respect to the determination for federal, state, and local income tax purposes of amortized bond premium upon the redemption, sale or other disposition of a Premium Bond and with respect to the federal, state, local, and foreign tax consequences of the purchase, ownership, and sale, redemption or other disposition of such Premium Bonds.

Tax Legislative Changes. Current law may change so as to directly or indirectly reduce or eliminate the benefit of the exclusion of interest on the Bonds from gross income for federal income tax purposes. Any proposed legislation, whether or not enacted, could also affect the value and liquidity of the Bonds. Prospective purchasers of the Bonds should consult with their own tax advisors with respect to any proposed, pending or future legislation. See “RISK FACTORS — Future and Proposed Tax Legislation.”

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RISK FACTORS

The following is a discussion of certain risk factors that should be considered in evaluating an investment in the Bonds. This discussion does not purport to be either comprehensive or definitive. The order in which risks are presented is not intended to reflect either the likelihood that a particular event will occur or the relative significance of such an event. Moreover, there may well be other risks associated with an investment in the Bonds in addition to those set forth herein.

Forward-Looking Statements

This Official Statement, including the Appendices hereto, contain “forward-looking statements,” which generally can be identified with words or phrases such as “anticipates,” believes,” “could,” “estimates,” “expects,” “foresees,” “may,” “plan,”“predict,” “should,” “will” or other words or phrases of similar import. All statements included in this Official Statement, including the Appendices hereto, that any person expects or anticipates will, should or may occur in the future, are forward-looking statements. These statements are based on assumptions and analysis made by the Authority, in light of its experienceand perception of historical trends, current conditions and expected future developments as well as other factors that it believesare appropriate in the circumstances. However, whether actual results and developments will conform with expectations and predictions is subject to a number of risks and uncertainties, including, without limitation, the information discussed under the “RISK FACTORS” caption of this Official Statement as well as additional factors beyond the Authority’s control. The important risk factors and assumptions described under that caption and elsewhere in this Official Statement could cause actual results to differ materially from those expressed in any forward-looking statement. All of the forward-looking statements made in this Official Statement and any Appendices hereto are qualified by these cautionary statements. There can be no assurancethat the actual results or developments anticipated will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Authority or the Pledged Vehicle Fee Revenues. All subsequent forward-looking statements attributable to the Authority or persons acting on their behalf are expressly qualified in their entirety by the factors and assumptions described above and in any documents containing those forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the Authority on the date hereof, and the Authority does not assume any obligation to update any such forward-looking statements.

Uncertainty of Revenues

The amount of Pledged Vehicle Fee Revenues to be collected by the Authority is dependent on a number of factors beyond the control of either the Authority, the County or the State of Texas, including, but not limited to, the state of the United States economy and the economy of the State of Texas and the County. Any one or more of these factors could result in the Authority receiving less Pledged Vehicle Fee Revenues than anticipated. During periods in which economic activity declines, Pledged Vehicle Fee Revenues may decline during such periods.

The Bonds are Limited Obligations

NONE OF THE STATE OF TEXAS, THE AUTHORITY, THE COUNTY, OR ANY OTHER AGENCY OR POLITICAL SUBDIVISION OF THE STATE OF TEXAS OTHER THAN THE AUTHORITY IS OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF TEXAS, THE AUTHORITY, THE COUNTY OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE AUTHORITY HAS NO TAXING POWER. THE INDENTURE DOES NOT CREATE A MORTGAGE ON THE PROJECTS TO BE FINANCED WITH A PORTION OF THE PROCEEDS OF THE BONDS.

NO RECOURSE UNDER THE BONDS SHALL BE HAD AGAINST ANY PAST, PRESENT, OR FUTURE OFFICER OF THE AUTHORITY. THE BONDS MAY NEVER BE PAID IN WHOLE OR IN PART OUT OF ANY FUNDS RAISED OR TO BE RAISED BY ANY REVENUES OF THE AUTHORITY OTHER THAN THOSE REVENUES PLEDGED BY THE INDENTURE.

Significance of Funding Agreement

In accordance with the Funding Agreement, the County covenants and agrees that it will not cause areduction, abatement or exemption in the Optional Vehicle Registration Fee or in the amount in which it is authorized to becollected. In addition, the Funding Agreement provides that notwithstanding anything therein and as long as any Bondsremain outstanding, no termination of the Funding Agreement or any project development agreement will affect theobligation of the County to levy and collect the Optional Vehicle Registration Fee and remit the Optional Vehicle Fees to

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the Authority in accordance with the terms of the Funding Agreement.

The Authority notes that the provisions described above have not been interpreted by a court of law and, therefore, theextent that such provisions would (i) be upheld under constitutional challenge, (ii) protect the current amount of theOptional Vehicle Registration Fee and total collection of all Pledged Vehicle Fee Revenues, or (iii) impact any other aspectof Pledged Vehicle Fee Revenues, cannot be predicted by the Authority. In connection with its execution of the Funding Agreement, the County has not waived immunity, of any nature, to which it or its officials may be entitled to as amatter of law. For a discussion of available remedies in the event of a breach of the Funding Agreement, see “SECURITYFOR THE BONDS – Funding Agreement for Transportation Projects.”

Limitation and Enforceability of Remedies Under the Indenture

The remedies available to Owners of the Bonds upon an Event of Default under the Indenture are limited to the seeking of specific performance or a writ of mandamus or other suit, action, or proceeding compelling and requiring the Authority and its officers to observe and perform any covenant, condition, or obligation prescribed in the Indenture. In general, Texas courts have held that a writ of mandamus may be issued to require a public official to perform legally imposed ministerial duties necessary for the performance of a valid contract, and Texas law provides that, following approval by the Texas Attorney General and issuance, the Bonds are valid and binding obligations for all purposes according to their terms. However, the enforcement of any such remedy may be difficult and time consuming and a registered owner could be required to pursue such remedy, or to request that the Trustee pursue such remedy, on a periodic basis. NO ACCELERATION REMEDY IS AVAILABLE TO OWNERS OF THE BONDS. See “SECURITY FOR THE BONDS.” Owners of the Bonds will, therefore, be able to collect principal and interest that become due after an Event of Default only from the Pledged Vehicle Fee Revenues (subject to the requirement of certain transfers thereof in accordance with the terms of the Indenture) and only when such principal and interest are scheduled to be paid.

The remedies available under the Indenture are in many respects dependent upon regulatory and judicial actions that are often subject to discretion and delay. Under existing law, such remedies may not be readily available. In addition, enforcement of such remedies (i) may be subject to general principles of equity which may permit the exercise of judicial discretion, (ii) are subject to the exercise in the future by the State and its agencies and political subdivisions of the police power inherent in the sovereignty of the State, (iii) are subject, in part, to the provisions of the United States Bankruptcy Act and other applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect, and (iv) are subject to the exercise by the United States of the powers delegated to it by the federal Constitution. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified to the extent that the enforceability of certain legal rights related to the Bonds is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally. See “THE BONDS — Defaults and Remedies.”

Future and Proposed Tax Legislation

Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could affect the market price or marketability of the Bonds. Any such legislation, action or decision could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such legislation, action or decision being enacted cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. See “TAX MATTERS” herein.

CONTINUING DISCLOSURE OF INFORMATION

In the First Supplemental Indenture, the Authority has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The Authority is required to observe such agreement for so long as it remains obligated to advance funds to pay the Bonds. Under such agreement, the Authority is obligated to provide certain updated financial information and operating data annually, and timely notice of specified events, to the Municipal Securities Rulemaking Board (the “MSRB”) through its Electronic Municipal Market Access (“EMMA”) system, which makes such information available free of charge to the public at its internet website, www.emma.msrb.org.

Annual Reports

The Authority will provide certain updated financial information and operating data to the MSRB annually. The information to be updated includes all quantitative financial information and operating data with respect to the Authority of the

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general type included in this Official Statement under the headings “THE OPTIONAL VEHICLE REGISTRATION FEES —Table 1 - Special Vehicle Registration Fee Collections and Projected Pledged Vehicle Fee Revenues”, “Table 2 – Debt Service Requirements and Coverage,” “INVESTMENT AUTHORITY - Table 3 – Current Investments” and in “APPENDIX B —Audited Financial Statements of the Authority.” The Authority will update and provide this information to the MSRB within six months after the end of each fiscal year.

The Authority may provide updated information in full text or may incorporate by reference certain other publicly available documents, as permitted by SEC Rule 15c2-12 (the “Rule”). The updated information will include audited financial statements, if the Authority commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the Authority will provide unaudited financial statements by the required time, and will provide audited financial statements when and if an audit report becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B to this Official Statement or such other accounting principles as the Authority may be required to employ from time to time pursuant to State law.

The Authority’s current fiscal year end is September 30. Accordingly, it must provide updated information by the last day of June in each year, unless the Authority changes its fiscal year. If the Authority changes its fiscal year, it will notify the MSRB of the change.

Event Notices

The Authority will provide to the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, notice of any of the following events with respect to the Bonds:

1. principal and interest payment delinquencies;

2. non-payment related defaults, if material;

3. unscheduled draws on debt service reserves reflecting financial difficulties;

4. unscheduled draws on credit enhancements reflecting financial difficulties;

5. substitution of credit or liquidity providers, or their failure to perform;

6. adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds;

7. modifications to rights of the holders of the Bonds, if material;

8. bond calls, if material, and tender offers;

9. defeasances;

10. release, substitution, or sale of property securing repayment of the Bonds, if material;

11. rating changes;

12. bankruptcy, insolvency, receivership or similar event of the obligated person;

For the purposes of the event identified in this paragraph 12, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Authority in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority.

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13. the consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of the assets of the Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

14. appointment of successor or additional Trustee or the change of name of a Trustee, if material.

In addition, the Authority will provide timely notice to the MSRB, in an electronic format as prescribed by the MSRB,of any failure by the Authority to provide information, data, or financial statements in accordance with its agreement described above under “CONTINUING DISCLOSURE OF INFORMATION — Annual Reports.” All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB.

Limitations and Amendments

The Authority has agreed to update information and to provide notices of certain events only as described above. The Authority has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The Authority makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The Authority disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders and beneficial owners of Bonds may seek a writ of mandamus to compel the Authority to comply with its agreement.

The continuing disclosure agreement may be amended by the Authority from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Authority, but only if (1) the agreement, as so amended, would have permitted the Underwriters to purchase or sell obligations in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of the Indenture that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Authority (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Bonds. The Authority may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent the Underwriters from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Authority amends its agreement, it must include with the next financial information and operating data provided in accordance with its agreement described above under “Annual Reports” an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data provided. The Authority may also amend or repeal the provisions of the continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid.

Compliance with Prior Undertakings

This is the first public offering of debt by the Authority, and therefore, the Authority has not entered into any previous undertakings in accordance with the Rule with which the Authority has had to comply.

OTHER INFORMATION

Rating

The Bonds are rated “___” by [RATING AGENCY NAME]. An explanation of the significance of such rating may be obtained from the organization furnishing the rating. The rating reflects only the views of such rating organization and the Authority makes no representation as to the appropriateness of the rating. There is no assurance that such rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating organization, if in the judgment of such organization, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds.

Litigation

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On the date of delivery of the Bonds to the Underwriters, the Authority will execute and deliver to the Underwriters a certificate to the effect that no litigation of any nature has been filed, is pending or, to its knowledge, threatened as of such date seeking to restrain or enjoin the issuance or delivery of the Bonds or that would affect the provisions made for their payment or security, or in any manner questions the validity of the Bonds.

Legal Investments and Eligibility to Secure Public Funds in Texas

Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the Bonds are negotiable instruments governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State. With respect to investment in the Bonds by municipalities or other political subdivisions or public agencies of the State, the Public Funds Investment Act, Chapter 2256, Texas Government Code, requires that the Bonds be assigned a rating of “A” or its equivalent as to investment quality by a national rating agency. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Bonds are legal investments for state banks, savings banks, trust companies with at capital of $1,000,000 or more, and savings and loan associations. The Bonds are eligible to secure deposits of any public funds of the State, its agencies, and its political subdivisions, and are legal security for those deposits to the extent of their market value. No review by the Authority has been made of the laws in other states to determine whether the Bonds are legal investments for various institutions in those states.

The Authority makes no representation that the Bonds will be acceptable to banks, savings and loan associations or public entities for investment purposes or to secure deposits of public funds. The Authority has made no investigation of other laws, regulations or investment criteria that might apply to or otherwise limit the availability of the Bonds for investment or collateral purposes. Prospective purchasers are urged to carefully evaluate the investment quality of the Bonds and as to the acceptability of the Bonds for investment or collateral purposes.

Legal Matters

Legal matters incident to the authorization, issuance and sale of the Bonds are subject to approval of legality by the Attorney General of the State and of certain legal matters by Bracewell LLP, Austin, Texas (“Bond Counsel”). Attached hereto as “APPENDIX D — FORM OF BOND COUNSEL OPINION” is the form of opinion that Bond Counsel will render in connection with the issuance of the Bonds. In addition, Bracewell LLP, as Disclosure Counsel for the Authority, will pass upon certain additional legal matters for the Authority.

Certain legal matters will be passed upon for the Underwriters by their counsel, Winstead PC, San Antonio, Texas. The payment of legal fees to Bond Counsel, Disclosure Counsel and counsel to the Underwriters in connection with the issuance of the Bonds is contingent on the sale and delivery of the Bonds.

The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of the expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction.

Authenticity of Financial Information

The financial data and other information contained herein have been obtained from the Authority’s records, audited and unaudited financial statements and other sources which are believed to be reliable. All of the summaries of the statutes, the First Supplemental Indenture, the Master Indenture and other documents and agreements contained in this Official Statement are made subject to all of the provisions of such statutes and documents. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. All information contained in this Official Statement is subject, in all respects, to the complete body of information contained in the original sources thereof and no guaranty, warranty or other representation is made concerning the accuracy or completeness of the information herein.

Financial Statements

Appendix B to this Official Statement contains the Authority’s audited financial statements for the fiscal year ended September 30, 2014. These financial statements and supplemental schedules have been audited by Padgett, Stratemann & Co., L.L.P., San Antonio, Texas, independent certified public accountant, as stated in the report included with such financial statements in Appendix B.

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Financial Advisor

Estrada Hinojosa & Company, Inc. (the “Financial Advisor”) is employed as the Financial Advisor to the Authority in connection with the issuance of the Bonds. The Financial Advisor’s fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. The Financial Advisor has not verified and does not assume any responsibility for the information, covenants, and representations contained in any of the documentation with respect to the federal income tax status of the Bonds or the possible impact of any present, pending or future actions taken by any legislative or judicial bodies.

Underwriting

Morgan Stanley, as representative of the Underwriters of the Senior Bonds, has agreed to purchase the Senior Bonds from the Authority at an underwriting discount of $_____________, from the initial public offering prices therefor set forth on page ii of this Official Statement. The Underwriters will be obligated to purchase all of the Senior Bonds if any of the Senior Bonds are purchased. The obligation of the Underwriters to purchase the Senior Bonds from the Authority is subject to certain customary conditions to delivery. The Senior Bonds may be offered and sold to certain dealers and others at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the respective Underwriters. The Underwriters may, from time to time, perform additional services to the Authority for additional compensation.

Morgan Stanley, as representative of the Underwriters of the Junior Bonds, has agreed to purchase the Junior Bonds from the Authority at an underwriting discount of $_____________, from the initial public offering prices therefor set forth on page iii of this Official Statement. The Underwriters will be obligated to purchase all of the Junior Bonds if any of the Junior Bonds are purchased. The obligation of the Underwriters to purchase the Junior Bonds from the Authority is subject to certain customary conditions to delivery. The Junior Bonds may be offered and sold to certain dealers and others at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the respective Underwriters. The Underwriters may, from time to time, perform additional services to the Authority for additional compensation.

Certain of the Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage services. Certain of the Underwriters and their respective affiliates have, from time to time, performed and may in the future perform various financial advisory and investment bankingservices for the Authority for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the Underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which may include credit default swaps) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Authority.

The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

The Underwriters have reviewed the information in the Official Statement in accordance with their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

Miscellaneous

The Resolution approved the form and content of this Official Statement and any addenda, supplement or amendment thereto and authorized its further use in the reoffering of the Bonds by the Underwriters. This Official Statement has been approved by the Board for distribution in accordance with the provisions of the Rule.


Chairman

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APPENDIX A

GENERAL INFORMATION REGARDING THE COUNTY

APPENDIX B

AUDITED FINANCIAL STATEMENTS OF THE AUTHORITY

APPENDIX C

EXCERPTS OF CERTAIN PROVISIONS OF THE MASTER INDENTURE, FIRST SUPPLEMENTAL INDENTURE, AND SECOND SUPPLEMENTAL INDENTURE

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APPENDIX D

FORM OF BOND COUNSEL OPINION

BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016

Agenda Item 6: Discussion and appropriate action regarding the adoption of a Debt Management Policy for the Alamo Regional Mobility Authority.

This item requests approval of the Alamo RMA Board of a Debt Management Policy. The Debt Management Policy is meant to illustrate the Alamo RMA’s commitment to prudent debt management. The policy has been developed as part of the Alamo RMA’s initiative to establish and later maintain or improve the Alamo RMA’s credit rating, while establishing access to capital and minimizing borrowing costs. The purpose of the policy is to provide guidance regarding the issuance, management, continuing evaluation and reporting of all debt obligations issued by the Alamo RMA. The policy outlines the following:

Roles and responsibilities that establish a baseline for the staff of the Alamo RMA tofollow in administering the Alamo RMA’s debt program;

Circumstances in which debt-financing can be utilized;

Structure and types of debt that may be issued, to include Vehicle Registration FeeRevenue Bonds;

Lawful expenditure of debt proceeds; and

Authorized investment of debt proceeds.

The terms of this Debt Management Policy are intended to comply with all applicable federal and state laws.

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DEBT MANAGEMENT POLICY

Adopted by Alamo Regional Mobility Authority Board on March 24, 2016

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Table of Contents

Section Title Page

1 Purpose and Objectives 3

2 Scope 3

3 Roles and Responsibilities 3

4 Reporting 5

5 Organizations Affected 5

6 Use of Debt Instruments 5

7 Structure and Type of Debt 6

8 Debt Limits 7

9 Method of Sale 7

10 Reimbursement Resolution 7

11 Refunding of Debt 8

12 Variable Rate Exposure 8

13 Interest Rate Swap Agreement 8

14 Continuing Disclosure 9

15 Material Events 9

16 Expenditure of Bond Proceeds 9

17 Private Business Use 10

18 Investment of Debt Proceeds 10

19 Arbitrage / Rebate 11

20 Post-Issuance Compliance 11

21 Definitions 11

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TITLE: DEBT MANAGEMENT POLICY

EFFECTIVE DATE: March 24, 2016

Section 1: PURPOSE AND OBJECTIVES

1.1 Purpose

The purpose of this policy is to provide guidance regarding the issuance, management,

continuing evaluation and reporting on all debt obligations issued by Alamo Regional Mobility

Authority, Texas (the "Authority"). The Au t h o r i t y recognizes there are no absolute rules or

easy formulas that can substitute for a thorough review of all information affecting the

Authority 's debt position. Debt decisions should be the result of deliberate consideration of

all factors involved. This policy is intended to augment this process by addressing the methods,

procedures and practices to be utilized to ensure effective, judicious, and prudent fiscal

management of Authority debt issuance.

The terms of this Debt Management Policy (the "Policy") are intended to comply with all

applicable Texas and Federal Law governing debt, including, but not limited to, Texas law,

Internal Revenue Service rules and regulations, United States Securities and Exchange

Commission "(SEC)" regulations, Municipal Securities Rulemaking Board "(MSRB)"

regulations, court rulings, and Authority debt covenants.

1.2 Objectives

Debt Management shall be conducted with the primary objectives of:

a. Establishing, maintaining and/or improving the Authority's credit rating;

b. Maintaining access to capital; and

c. Minimizing borrowing costs.

Section 2: SCOPE

2.1 This Policy shall govern debt obligations issued by the Authority that finance the construction or

acquisition of infrastructure and other assets or to refinance existing debt. This policy does not

apply to the Authority’s Capital Lease Program, if one is established in the future.

Section 3: ROLES AND RESPONSIBILITIES

3.1 As provided by the Texas Local Government Code, each member of the Authority Board has a

fiduciary responsibility in the management of the Authority's indebtedness. All debt programs

are to be made in accordance with applicable Texas and federal regulations. The Authority Board

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will approve all Authority indebtedness.

3.2 The Executive Director has the primary responsibility for making debt-financing recommendations

to the Authority Board.

3.3 The Executive Director, or his/her designee, will coordinate all activities necessary to issue debt,

including, but not limited to the review and approval of:

a. Resolutions;

b. Ordinances;

c. Indentures;

d. Offering memoranda;

e. Ratings presentations; and

f. Review of all related financial analyses

3.4 The Executive Director, or his/her designee, will implement and oversee the capital budgeting

process for the Authority and make recommendations on financing or cash funding of

projects.

3.5 The Executive Director, or his/her designee, will recommend to the Authority Board a financing

team consisting of bond counsel, general counsel, financial advisors, and underwriters.

3.6 The Executive Director, or his/her designee, is responsible for assuring that all debt service

payments are made in a timely manner to the appropriate trustee/paying agents.

3.7 The Executive Director, or his/her designee, is responsible for preparing the annual continuing

disclosure and the Authority's bond counsel is responsible for reviewing, approving, and

submitting the continuing disclosure pursuant to SEC Rule 15c2-12.

3.8 The Executive Director, or his/her designee, is responsible for the annual estimation of the

cumulative rebate amount (arbitrage) for each debt issuance as defined in Section 148(f) (2) of the

Code. These annual estimates are for both external and internal reporting purposes.

3.9 The Executive Director, or his/her designee, is responsible for ensuring compliance with the

filing requirements with the Internal Revenue Service related to arbitrage and rebate set forth in

Section 19 of this policy.

3.10 The Executive Director, or his/her designee, will administer projects financed with debt funding in

compliance with Section 17 of this Policy relating to private business use and with Section 6

relating to project expenditures.

3.11 The Executive Director, or his/her designee, is responsible for general recordkeeping and will

maintain a copy of the following documents on file at all times, to include but not limited to:

a. Annual Financial Statements

b. Reports of any examinations by the Internal Revenue Service of Authority’s financings

c. Documentation of allocation of bond proceeds to expenditures

d. Copies of contracts

e. Records of expenditures of bond proceeds

f. List or schedule of all bond-financed Authority owned facilities or equipment with

depreciation schedules.

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Such records will be maintained for the life of the related bonds (including any refunding bonds)

for the life of the bond plus three years.

3.12 The Executive Director, or his/her designee, has general oversight of the post-issuance

compliance of bond financings and will review compliance matters on a regular basis. To that

end, the Authority will endeavor to identify training opportunities and educational materials

regarding post-issuance compliance.

3.13 The Executive Director, or his/her designee, will prepare material events disclosure, as needed.

Section 4: REPORTING

4.1 The Executive Director, or his designee, will report annually to the Authority Board:

a. A projected list of expected capital needs for the year;

b. An annual debt issuance schedule for capital projects;

c. An updated five-year capital improvement plan as part of the budget;

d. Certification that the Authority is current on all debt service payments; and

e. Disclosure of any bond covenant violations or defaults over the past year.

4.2 The Authority will report monthly in its financial report a schedule that includes

outstanding debt requirements as well as commercial paper activity. These reports will

include principal and interest requirements, dates for each and related interest rates.

4.3 The Authority will prepare the annual continuing disclosure and the Authority's bond counsel

is responsible for reviewing and submitting the continuing disclosure pursuant to SEC Rule

15c2-12.

4.4 The Authority will prepare an annual estimation of the cumulative rebate amount (arbitrage) for

each debt issuance as defined in Section 148(f) (2) of the Code. These annual estimates are for

informational and internal reporting purposes only.

4.5 The Authority w i l l comply with the filing requirements with the Internal Revenue Service

related to arbitrage.

4.6 Offices and Departments administering projects financed with debt funding are responsible to

comply with Sections 17 and 6 of this Policy relating to project expenditures.

4.7 The Authority will comply with all reporting requirements to Bexar County required under Chapter

370, Texas Transportation Code.

Section 5: ORGANIZATIONS AFFECTED

5.1 All Authority staff must comply with the guidelines and procedures set forth in this Policy.

Section 6: USE OF DEBT INSTRUMENTS

6.1 Debt financing will not generally be considered appropriate for any recurring purpose such

as current operating and maintenance expenditures. The Authority will use debt financing

for the uses permitted by law, including the acquisition of capital assets and capital improvement

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projects, which may include certain operating expenditures required to implement the projects

under the following circumstances:

a. The acquisition of all debt funded assets and debt funded projects must be

approved by the Authority Board;

b. The capital asset or a project’s useful life will be equal to or exceed the term of the

financing;

c. Funds sufficient to service the debt will be available, whether from future toll revenues,

vehicle registration fees, contract payments, grants, or other specified and reserved

resources;

d. Review and approval of the total project budget, including personnel services,

travel and remunerations, operational costs, supplies and materials and capital

expenditures, by the Executive Director’s Office; and

e. Compliance with the appropriate provisions of Texas Law and, as applicable, the

Code.

6.2 Operating expenditures required to implement capital improvement projects will be

funded using debt financing in accordance with Chapter 1201, as amended Texas Government

Code and Chapter 1431, as amended Texas Government Code. These expenses could

include but not be limited to ancillary charges necessary to put the project in place in its

intended location and ancillary charges necessary to place the asset in its intended condition

for use.

6.3 Debt financing will not generally be used for maintenance expenses, training, feasibility studies

or any current operating expenditure.

6.4 Debt financing will not generally be used for functional consulting. Functional consulting

includes activities such as training, troubleshooting, and running reports during training.

6.5 Generally, personnel required to implement a project should be contract employees or temporary

employees. However, with prior approval of the Authority, Authority Subject Matter Experts

(regular Authority employees) may be expensed towards a capital project and those costs may

be debt financed. The cost of these personnel (regular Authority employees) expenditures

should not exceed 5 percent of the project amount to be financed.

Section 7: STRUCTURE AND TYPE OF DEBT

7.1 Debt service will be structured to match projected cash flows.

7.2 The term of the debt issuance should equal the lesser of the useful life of the asset being

financed or the maximum of 40 years in accordance with Chapter 370, Texas Transportation

Code.

7.3 The types of debt instruments that may be issued by the Authority include:

a. Toll Revenue Bonds;

b. Vehicle Registration Fee Revenue Bonds;

c. Refunding Bonds;

d. Contract Revenue Bonds;

e. Commercial Paper; and

f. Any other debt instrument authorized for issuance by an Authority in accordance with the

Texas Transportation Code, Texas Government Code or other applicable law.

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Section 8: DEBT LIMITS

8.1 The Authority will not exceed the debt issuance limits described in Article 3, Section 52 of the Texas

Constitution and Chapter 1301 of the Texas Government Code.

8.2 The Authority shall use debt service coverage ratios as well as other economic ratios as a tool to

assist in providing an objective analytical approach to determine debt capacity for new projects.

8.3 The Authority will maintain a minimum of Max Annual Debt Service of all Vehicle

Registration Fee Revenue (“VRF”) Obligations in the VRF General Fund; provided

however, that this requirement shall comply with the provisions of the Code.

Section 9: METHOD OF SALE

9.1 The Authority may use competitive sales, negotiated sales, or private placements. When

considering the method of sale, the Authority will take into consideration:

a. Financial conditions;

b. Market conditions;

c. Transaction-specific conditions;

d. Authority-related conditions; and

e. Risks associated with each method.

9.2 Competitive sales are the preferred method under the following circumstances:

a. Simple structure and financial analysis;

b. Stable financial market; and

c. Moderate par amount.

9.3 Negotiated sales are the preferred method under the following circumstances:

a. Complex and/or inaugural transactions that require extensive financial modeling, credit

analysis, premarketing effort, or that are interest rate sensitive; and

b. Volatile financial markets.

9.4 Private Placement is the preferred method under the following circumstances:

a. Small issue size;

b. Unusual or non-repetitive security for the issue;

c. Overall cost savings to the Authority;

d. Interim or temporary financing when it is assumed that the loan will be taken out by longer-

term bond financing; and

e. Transportation Infrastructure Finance and Innovation Act (TIFIA) loans, State Infrastructure

Bank (SIB) loans, or State Highway Fund (SHF) loans.

Section 10: REIMBURSEMENT RESOLUTION

10.1 As provided in the Texas Government Code, Section 1201.042, as amended, Department of the

Treasury Regulation, Section 1.150-2 of the Code, the Authority may decide that it is in the

Authority's best interest to pass a reimbursement resolution prior to the formal issuance of debt.

The purpose of the resolution would be to announce the intent to reimburse itself for expenditures

related to capital programs for which debt will be issued at a later date, and the Authority could

then be reimbursed once the debt is sold. The Authority will intend to reimburse itself within 18

months from the later of date of the original expenditure or the date the property financed is placed

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into service (but in no event more than 3 years after the original expenditure is paid).

Section 11: REFUNDING OF DEBT

11.1 The Authority may elect to refund existing debt for reasons including, but not limited to, the

following:

a. To achieve Net Present Value (NPV) savings generally of at least 3 percent;

b. To update bond covenants on outstanding debt which impair efficient operations or

prohibit necessary or desirable activities;

c. To restructure the debt service schedules associated with outstanding bond issues; or

d. To alter bond characteristics such as call provisions or payment dates.

11.2 If a refunding is undertaken, the Authority will evaluate:

a. Issuance costs that will be incurred;

b. Interest rate at which the refunding bonds can be issued;

c. Maturity dates of the refunded bonds;

d. Call date (if any) on the refunded bonds; and

e. Call premium (if any) on the refunded bonds.

Section 12: VARIABLE RATE EXPOSURE

12.1 The Authority may use variable rate debt (including commercial paper) to lower the cost of

borrowing and provide a hedge against interest rate risk.

12.2 The Authority will establish a limit for variable rate debt of 20 percent of its total outstanding

debt.

12.3 Variable rate debt will be converted to fixed rate debt as necessary to maintain the 20 percent

limit, to meet the particular needs of a financing program, or to lock in low long-term fixed

interest rates.

12.4 When issuing variable rate debt, the Authority will have appropriate contingency plans in

place, such as reserves or hedging instruments, to mitigate the risk associated with rising

interest rate environments.

Section 13: INTEREST RATE SWAP AGREEMENTS

13.1 The Authority will consider the use of interest rate swap agreements on a case-by-case basis

and consistent with Texas law and financial prudence.

13.2 Interest rate swap agreements may be used for the following purposes:

a. To achieve significant savings as compared to other, non-derivative type products

available in the bond market;

b. To prudently hedge risk in the context of a particular financing or the overall asset/liability

management of the Authority;

c. To incur variable rate exposure within prudent financial guidelines;

d. To achieve more flexibility in meeting overall financial objectives than available in

conventional markets; or

e. To accomplish a financial objective not otherwise obtainable using traditional financing

methods.

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13.3 The Authority will not enter into an interest rate swap agreement without advice of an

independent advisor and bond counsel.

13.4 The Authority may enter into an interest rate swap agreement if the counterparty has at least

two long-term unsecured credit ratings of at least equal to the Authority's long-term general

obligation rating from Fitch Ratings, Moody's Investors Service or Standard & Poor's

Ratings Services and the party has demonstrated experience in successfully executing interest

rate swap agreements.

13.5 The Authority will select counterparties utilizing one of the Methods of Sale as outlined in

Section 9 of this Policy.

13.6 Before entering into an interest rate swap agreement, the Authority shall evaluate all the

risks inherent in the transaction including counterparty risk, termination risk, rollover risk,

basis risk, tax event risk, credit risk and amortization risk. Evaluation of risk will also include

the following considerations:

a. Uncertainty with respect to the Authority's future debt obligations;

b. Effect on the Authority's credit quality;

c. Cumulative exposure to all risk factors identified;

d. Difficulty and costs associated with terminations; and

e. Limitations on the ability to refund the swap's underlying bonds.

13.7 The Authority will monitor interest rate swap agreements on a quarterly basis to ensure

compliance with corresponding swap documentation.

Section 14: CONTINUING DISCLOSURE

14.1 The Authority will periodically review the requirements of the MSRB and the recommendations of

the Government Finance Officers Association (GFOA), including the GFOA recommendation

that financial statements be prepared and presented according to generally accepted accounting

principles.

14.2 The Authority will remain in compliance with SEC Rule 15c2-12 by filing its annual financial

statements and other financial and operating data for the benefit of its bondholders in accordance

with its continuing disclosure undertakings, as applicable.

Section 15: MATERIAL EVENTS

15.1 The Authority will issue material event notices in compliance with the provisions of SEC

Rule 15c2-12 and in accordance with its continuing disclosure undertakings, as applicable.

Section 16: EXPENDITURE OF BOND PROCEEEDS

16.1 A list of projects will be developed to ensure compliance with Federal and State laws.

16.2 The Executive Director, or his/her designee, will monitor the expenditure of bond proceeds, to

ensure expenditures are made in a timely manner for the purposes for which the bonds were

authorized.

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16.3 With respect to the reimbursement of any expenditure paid prior to the date of issue of the bonds,

the Executive Director and staff will monitor compliance with the requirement of the Regulations

that such reimbursement allocation to bond proceeds is made not later than 18 months after the later

of (i) the date the original expenditure is made or (ii) the date the project is placed in service, but in

no event more than three years after the original expenditure is paid. Furthermore, the Executive

Director and staff will monitor compliance with the requirement of the Regulations that such

reimbursement allocation is for the reimbursement of the expenditures paid on or after 60 days prior

to the date of a reimbursement resolution (including for this purpose a bond order).

Section 17: PRIVATE BUSINESS USE

17.1 Private business use exists if proceeds of the issue or the property to be financed by the bond

proceeds are used directly or indirectly by any nongovernmental person in that person’s trade or

business. Private business use may occur due to arrangements (typically contractual) that give

nongovernmental persons special legal entitlements with respect to the use of bond-financed

property (including a sale or other transfer of bond-financed property to a nongovernmental person).

Further, a bond issue is considered to have private security or payments if the payment of the debt

service of an issue is either (a) secured directly or indirectly by property or payments derived from

private business use or (b) to be derived from payments for a private business use. The tax-exempt

status of governmental bonds may be jeopardized if both (a) the private business use associated with

an issue of bonds exceeds five percent (and, in certain circumstances, ten percent) of the proceeds of

an issue and (b) the private security or payments associated with an issue exceeds five percent (and,

in certain circumstances, ten percent) of the proceeds of such issue.

17.2 If any action will create private business use or private payments as outlined above, the Authority

will take measures designed to preserve the intended federal income tax status of that issue of

Bonds. Such measures may include ensuring that such agreement falls into an applicable exception

under the private business use rules, making a determination that private use will not exceed the

applicable limit or such other action as may be recommended by bond counsel, including taking

remedial actions with respect to the issue of Bonds whose federal tax status is implicated.

It is recognized that certain of the Authority’s bond issues (e.g. bonds that finance certain venue

projects) were structured to take into account projected private business use of the facilities being

financed with such issue. For such issues, the Authority will monitor any changes relating to the

type or amount private business use of such facilities and, if necessary, will take measured designed

to preserve the intended federal income tax status of that issue of Bonds as described above.

17.3 No more than five percent of the proceeds of an issue of bonds may be used to make loans or

arrangements that allow a nongovernmental party to defer payments that it is obligated to make with

respect to the financed property or the bonds.

Section 18: INVESTMENT OF DEBT PROCEEDS

18.1 Debt proceeds will be invested in accordance with the Authority’s Investment Policy or as

otherwise permitted in the resolution and indentures authorizing the issuance of the debt.

18.2 Interest earned on proceeds from bonds, certificates of obligation, commercial or other short-

term or long-term debt proceeds (excluding capital lease proceeds) is generally allocated to

the Debt Service Fund.

18.3 Interest earned on proceeds from bonds, certificates of obligations, or other short-term or

long-term debt proceeds (excluding capital lease proceeds) allocated to the Debt Service

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Fund shall be used solely to pay current and future debt service payments, as well as

all related issuance cost.

Section 19: ARBITRAGE/REBATE

19.1 The Authority will follow a policy of full compliance with all arbitrage rebate requirements of

the Code and will perform (via contract consultant) arbitrage calculations for each debt issue

subject to rebate on an annual basis. All n ecessary rebate liability will be filed and paid when

due.

19.2 Additionally, the Authority’s Auditor may choose to hire a rebate analyst to monitor compliance with

rebate and yield restriction rules on an annual basis.

Section 20: POST-ISSUANCE COMPLIANCE

20.1 Authority acknowledges that as the issuer of debt obligations subject to the Code, it is responsible for

post-issuance compliance with respect to such debt obligations.

20.2 After the debt is issued, and as project expenses are incurred, the Executive Director and staff will

periodically ensure continued compliance with aforementioned laws and guidelines.

20.3 Corrective action may be required if, for example, it is determined that bond proceeds were not

properly expended, the Authority is not in compliance with the arbitrage requirements imposed by

the Code or the Authority has taken a deliberate action (e.g., sale of bond-financed property) that

results in impermissible levels of private business use.

20.4 If the Authority determines or is advised that corrective action is necessary with respect to any issue

of its obligations, the Authority will, as may be applicable, in a timely manner:

Seek to enter into a closing agreement under the Tax-Exempt Bonds Voluntary Closing

Agreement Program described in Notice 2008-31 (or any successor notice thereto)

Take remedial action described under Section 1.141-12 of the Code

Take such other action as recommended by Bond Counsel

20.5 Any issues of non-compliance will be resolved by the Executive Director and staff with the

assistance of the Authority’s Bond Counsel and Financial Advisors.

Section 21: DEFINITIONS

a. Arbitrage – Arbitrage is the profit that results from investing tax-exempt proceeds in higher-

yielding taxable securities. In general, Internal Revenue Service (IRS) Regulations require that

positive arbitrage earnings be rebated back to the government.

b. Bond Indenture – The contract that sets forth the promises of a bond issuer and the rights of

investors in the bond.

c. Bond Covenant - A clause in a bond indenture that either requires or forbids some act by, and the

issuer is obligated to comply with the covenant by virtue of issuing its bonds.

d. Call Dates - The date, prior to maturity, on which a callable bond may be redeemed.

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e. Call Premium - The price, as established in the bond covenant, at which bonds will be redeemed.

f. Call Provisions - A clause in a bond contract granting the issuer the right to buy back all or part of

an issue prior to the maturity date.

g. Capital Lease - A contract for the purchase of capital equipment through installment payments.

h. Code – The Internal Revenue Code of 1986, as amended.

i. Commercial Paper - Short-term, unsecured promissory notes usually backed by a line of credit with

a bank. Maturities do not exceed 270 days.

j. Competitive Sales - A sale whereby the issuer determines the bond structure and solicits bids. The

bonds are then awarded to the underwriting firm that submits the lowest interest costs for the debt.

k. Continuing Disclosure - The principal that accurate and complete information material to

the transaction, which potential investors would be likely to consider material in making

investment decisions with respect to the securities, be made available on an ongoing basis.

l. Interest Rate Management Agreement - An agreement entered into in connection with the issuance

of debt by an issuer or in connection with debt already outstanding, with a counterparty to provide

for an exchange of payments based upon fixed and/or variable interest rates.

m. Issuance Costs - The expenses associated with the sale of new securities, including such items as

underwriter’s spread, printing, legal fees and rating costs.

n. Negotiated Sales -A sale whereby the issuer selects an underwriter in advance so that the

underwriter can assist with determining the appropriate structure of the bonds.

o. Private Placement - A sale whereby the issuer sells the bonds directly to an institutional

investor.

p. Regulations – The applicable proposed temporary or final Treasury regulations promulgated under

the Code or, to the extent applicable under the Code, under the Internal Revenue Code of 1954, as

such regulations may be amended or supplemented from time to time.

q. Refunding Bonds- Bonds issued to retire a bond already outstanding that may be sold for cash and

outstanding bonds redeemed with cash or exchanged with holders of outstanding bonds.

r. Revenue Bonds - Bonds issued where the money raised to pay off the bonds comes from a non-tax

revenue source or a special/specific enterprise fund.

s. Variable Rate Debt- Bonds with interest rates that fluctuate based upon an index or pricing

procedure. These bonds often offer lower interest rates and have short maturities.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 7: Discussion and appropriate action regarding the VRF Project Schedule. On October 22, 2015 the Alamo RMA Board approved the list of projects to be funded with the Optional Vehicle Registration Fee (VRF). This item will present an update on the overall VRF Program of Projects schedule and receive direction from the Board.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 8: Discussion and appropriate action regarding acceptance of the FY 2015 Annual Financial Statement prepared by Padgett Stratemann. This item requests approval of the FY 2015 Audited Financial Statements prepared by the Alamo RMA’s outside Auditor, Padgett Stratemann. The opinion on the Financial Statements is “Unmodified”, also referred to as a “Clean Opinion”, with no findings noted. The opinion on compliance with State Awards is also “Unmodified” with no findings noted.

Padgett Stratemann will be providing a brief presentation on the Audit to the Board.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 9: Discussion and appropriate action regarding approval of the Annual Compliance Report for FY 2015 in accordance with the requirements set forth in 43TAC§26.65(a). This item requests approval of the submission of the Alamo RMA’s Compliance Report for fiscal year 2015 to the Texas Department of Transportation (TxDOT). The Compliance Report certifies that the Alamo RMA has completed all necessary reporting requirements under Subchapter G (Reports and Audits) of the Texas Administrative Code.

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Alamo Regional Mobility Authority

Compliance ReportTexas Administrative Code Title 43, Part I, Chapter 26, Subchapter G

§26.65(a) Annual Reports to the Commission

Compliance Rule Compliance Statement Certification Rule §26.61 Written Reports:

The annual operating and capital budgets adopted by the RMA year.

Budget submitted to Board of Directors on September 24, 2015 for fiscal year beginning Oct 1, 2015

Board of Directors approved the fiscal year 2015 Budget

Any annual financial information and notices of material events required to be disclosed under Rule 15c2‐12 of the SEC.

No material events under rule 15c2‐12 occurred in fiscal year 2015.

Not applicable

To the extent not disclosed in another report required in this compliance report, a statement of any surplus revenue held by the RMA and a summary of how it intends to use the surplus revenue.

Alamo RMA had no surplus revenue in fiscal year 2015 as defined in Transportation Code Sec 370.003(12)

Not applicable

An independent auditor's review of the reports of investment transactions prepared under Government Code, §2256.023.

Included as part of the fiscal year 2015 audit.

Fiscal year 2015 Annual Audit was accepted by the Board of Directors on March 24, 2016.

Rule §26.62 Annual Audit:

The RMA shall maintain its books and records in accordance with generally accepted accounting principles in the United States and shall have an annual financial and compliance audit of such books and records.

ARMA maintains its books and records in accordance with generally accepted accounting principles in the United States and has an annual financial and compliance audit verify compliance.

ARMA received and unqualified opinion for fiscal year 2014 Annual Audit. Audit was accepted by the Board of Directors on March 24, 2016.

The annual audit shall be submitted to each county or city that is a part of the RMA within 120 days after the end of the fiscal year, and conducted by an independent certified public accountant.

Annual audit to be submitted to Bexar County after printing/binding is complete.

ARMA received and unqualified opinion for fiscal year 2014 Annual Audit. Audit was accepted by the Board of Directors on March 24, 2016.

All work papers and reports shall be retained for a minimum of four years from the date of the audit.

Files are maintained for a minimum of four years.

Not applicable

Rule §26.63 Other Reports to Counties and Cities: Provide other reports and information regarding its activities promptly when requested by the counties or cities.

ARMA promptly provides reports and information regarding activities when requested.

Not applicable

Rule §26.64 Operating Records: The Department will have access to all operating and financial records of the RMA. The executive director will provide notification if access is desired by the department.

Financial records are available upon request

Not applicable

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 10: Citizens’ Communications. Citizens must sign the register to speak. Individuals may sign up to speak on any item on the agenda. Individuals interested in speaking must sign up to speak prior to the item being placed in consideration before the Board of Directors. Speakers are allotted no more than three (3) minutes to speak and time is not transferable between the speakers. Any comments, which do not address a specific agenda item, must be made during the Citizens’ Communications portion of the agenda, provided the individual has signed up to speak prior to this period starting.

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BOARD OF DIRECTORS

JOHN CLAMP

CHAIR




DAVID SMITH

EXECUTIVE DIRECTOR

Board Memorandum

To: Alamo RMA Board of Directors From: David Smith, Executive Director Copies: File Date: Thursday, March 24, 2016 Agenda Item 11: Executive Session. Pursuant to Chapter 551, Subchapter D, Texas Government Code At any time during the meeting of the Alamo RMA Board of Directors, the Board may meet in executive session for consultation concerning attorney-client matters (real estate, litigation, contracts, personnel, and security) under Chapter 551 of the Texas Government Code. a. Subsection 551.071(1). Consultation with Attorney - Consultation with, and advice from legal

counsel concerning pending/contemplated litigation, including but not limited to Aquifer Guardians in Urban Areas v. United States Federal Highway Administration et. al, settlement offers and negotiations, and other legal issues.

b. Section 551.072. Deliberation Regarding Real Property - Discussion of real property

purchase, exchange, lease, license, gift, donation, and/or negotiated settlement, including property to be acquired for right-of-way.

c. Section 551.074. Personnel Matters - Deliberation concerning the appointment,

employment, reassignment, evaluation, duties, discipline, and/or dismissal of personnel.

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Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016

Documents

Transcript of Alamo Regional Mobility Authority Board of Directors Agenda Meeting Packet for March 24, 2016