NEW ISSUE BOOK-ENTRY ONLY $2,157,065,000 Triborough Bridge and Tunnel Authority General Revenue Refunding Bonds, Series 2002B

DATED: Date of Delivery DUE: November 15, as shown on the inside cover

The Series 2002B Bonds are being issued to refund TBTA bonds.

The Series 2002B Bonds –

C are general obligations of TBTA, payable generally from the net revenues collected on the bridges and tunnels operated by TBTA as described herein, and

C are not a debt of the State or The City of New York or any other local government unit.

TBTA has no taxing power.

In the opinion of Hawkins, Delafield & Wood, Bond Counsel to TBTA, under existing law and relying on certain representations by TBTA and assuming the compliance by TBTA with certain covenants, interest on the Series 2002B Bonds is

C excluded from a bondholder’s federal gross income under the Internal Revenue Code of 1986,

C not a preference item for a bondholder under the federal alternative minimum tax, and

C included in the adjusted current earnings of a corporation under the federal corporate alternative minimum tax.

Also in Bond Counsel’s opinion, under existing law interest on the Series 2002B Bonds is exempt from personal income taxes of New York State or any political subdivisions of the State, including The City of New York.

The Series 2002B Bonds are subject to redemption prior to maturity as described herein.

The Series 2002B Bonds are offered when, as, and if issued, subject to certain conditions, and are expected to be delivered through the facilities of The Depository Trust Company, on or about October 8, 2002. ______

This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of the Series 2002B Bonds. Investors are advised to read the entire official statement, including all portions hereof included by specific reference, to obtain information essential to making an informed decision. ______

Salomon Smith Barney Bear, Stearns & Co. Inc. UBS PaineWebber Inc. First Albany Corporation JPMorgan Lehman Brothers Merrill Lynch & Co. Morgan Stanley ABN AMRO Financial Services, Inc. Advest, Inc./Lebenthal & Co. CIBC World Markets Commerce Capital Markets Fahnestock & Co., Inc. Jackson Securities Quick & Reilly, Inc. Ramirez & Co., Inc. Raymond James & Associates, Inc. RBC Dain Rauscher Inc. Roosevelt & Cross, Inc. Siebert Brandford Shank & Co., LLC Wachovia Bank, National Association

September 19, 2002 $2,157,065,000 Triborough Bridge and Tunnel Authority General RevenueRefunding Bonds,Series2002B $1,694,210,000 Serial Bonds

Maturity Principal Interest Price or CUSIP (November 15) Amount Rate Yield Number* 2004$ 10,000,000 3.000%1.650%8960297E9 200427,990,000 2.000 1.6508960297F6 200514,925,000 3.000 1.9508960297G4 200516,480,000 2.000 1.9508960297H2 200540,125,000 5.000 1.9508960297J8 2006 28,210,000 4.000 2.320 8960297K5 2006 19,630,000 2.300 2.320 8960297L3 2006 26,905,000 5.000 2.320 8960297M1 2007 11,935,000 4.000 2.6508960297N9 2007 13,945,000 2.6252.6508960297P4 2007 40,520,000 5.000 2.6508960297Q2 200836,715,000 5.2502.9508960297R0 20089,105,000 2.900 2.9508960297S8 200810,000,000 4.500 2.9508960297T6 200813,445,000 5.000 2.9508960297U3 200959,405,000 5.000 3.1808960297V1 200913,175,000 3.1253.1808960297W9 201067,480,000 5.000 3.3808960297X7 20108,485,000 3.3753.3808960297Y5 2011 51,330,000 5.000 3.4808960297Z2 2011 3,285,000 3.400 3.4808960298A6 2011 25,000,000 4.000 3.4808960298B4 20124,305,000 5.000 3.5808960298C2 201211,030,000 3.500 3.5808960298D0 201259,220,000 5.2503.5808960298E8 201369,565,000 5.2503.6908960298F5 2014 71,720,000 5.2503.8108960298G3 2015 75,480,000 5.2503.930 8960298H1 201680,100,000 5.2503.980 † 8960298J7 201711,440,000 4.1254.1408960298K4 201772,870,000 5.2504.060† 8960298L2 2018 90,285,000 5.2504.140 † 8960298M0 2019 95,025,000 5.2504.210 † 8960298N8 2020 100,015,000 5.000 4.410 † 8960298P3 2021105,015,000 5.000 4.510 † 8960298Q1 2022 20,750,000 4.600 4.6108960298R9 2022 68,920,000 5.000 4.610 † 8960298S7 2023 95,570,000 4.7504.770 8960298T5 202456,000,000 5.000 4.710 † 8960298U2 202558,810,000 5.000 4.720† 8960298V0 $462,855,000 Term Bonds

$113,140,000 5.000% Series 2002B Term Bonds Due November 15, 2027 Priced to Yield 4.740% † CUSIP Number*8960298W8 $80,755,000 5.125% Series 2002B Term Bonds Due November 15, 2029 Priced to Yield 4.730% † CUSIP Number*8960298X6 $22,950,000 4.750% Series 2002B Term Bonds Due November 15, 2032 Priced to Yield 4.790% CUSIP Number*8960298Y4 $246,010,000 5.000% Series 2002B Term Bonds Due November 15, 2032 Priced to Yield 4.790% † CUSIP Number*8960298Z1

The Underwriters may overallotoreffecttransactionswhichstabilizeormaintain the marketpriceofthe Series 2002BBondsatalevel abovethatwhichmightotherwiseprevail in the open market.The Underwriters arenot obligated to do this and are free to discontinue it at any time. ______* CUSIPnumbers havebeen assigned byanindependent companynotaffiliated with TBTA and areincluded solelyforthe convenienceofthe holders of the Series2002BBonds. TBTA isnotresponsible forthe selection orusesof these CUSIPnumbers,and no representationismade as to their correctness on the Series 2002B Bonds or as indicated above. † Priced at the stated yield to the November 15, 2012 optional redemption date at a redemption price of 100%. Triborough Bridge and Tunnel Authority TRIBOROUGH STATION, BOX 35 New York, NewYork 10035 (212) 360-3000 Website: www.mta.info

Peter S. Kalikow...... Chairman David S. Mack...... Vice-Chairman Ronnie P. Ackman...... Non-Voting Member Andrew B.Albert...... Non-Voting Member Nancy Shevell Blakeman...... Member Anthony J. Bottalico...... Non-Voting Member KennethA.Caruso...... Member Thomas J. Cassano...... Non-Voting Member Edward B. Dunn ...... Member Barry L.Feinstein...... Member Lawrence W. Gamache...... Member James H. Harding, Jr...... Member SusanL. Kupferman...... Member Mark D. Lebow...... Member James L. McGovern...... Non-Voting Member Joseph Rutigliano...... Non-Voting Member Ernest J. Salerno ...... Member Andrew M. Saul...... Member James L. Sedore, Jr...... Member James S. Simpson ...... Member Edward A. Vrooman...... Member Rudy Washington ...... Member Alfred E. Werner...... Member ------Katherine N. Lapp ...... Executive Director and Chief Operating Officer Michael C.Ascher...... President Stanley Vonasek ...... Vice President and Chief Engineer Robert M. O ’ Brien, Esq...... General Counsel David Moretti...... Chief Financial Officer

H AWKINS, D ELAFIELD & W OOD New York, NewYork Bond Counsel

G OLDMAN, S ACHS & C O . New York, NewYork Financial Advisor

URS C ORPORATION-NY New York, NewYork Independent Engineers

- i - SUMMARY OF TERMS

TBTAhasprepared thisSummary of Termstodescribethe specifictermsof the Series2002BBonds.The information in thisofficialstatement,including the materialsfiled withthe repositoriesand included byspecific referenceasdescribed herein,providesamoredetailed description of matters relatingto TBTA and to TBTA’ s GeneralRevenueBonds.Investors should carefullyreviewthatdetailed informationinits entirety beforemaking a decision to purchase anyof the bonds being offered.

Issuer...... Triborough Bridge and Tunnel Authority,apublicbenefitcorporation of the State of New York. Bonds Being Offered ...... General RevenueRefunding Bonds, Series 2002B. Purpose of Issue...... Torefund certain TBTA bonds. TBTAwillretain its righttoredeempriorto maturity thoseRefunded Bondsthataredescribed asbeing escrowed to maturity on Attachment 7. Maturities and Rates...... See inside cover. Denominations...... $5,000 and whole multiples of $5,000. Interest Payment Dates...... May 15 and November 15, commencing May 15, 2003. Redemption...... See DESCRIPTION OF SERIES 2002BBONDS – Redemption Priorto Maturity in Part I . Sources of Payment and Security .... Generally,the netrevenuescollected on the bridgesand tunnelsoperated by TBTA as described herein. Registration of the Bonds...... DTCBook-Entry-OnlySystem. Nophysicalcertificatesevidencingownership of a bond will be delivered, except to DTC. Trustee ...... U.S. Bank Trust NationalAssociation. Bond Counsel...... Hawkins, Delafield & Wood, New York, New York. Tax Status ...... See TAX MATTERS in Part III. Ratings...... Moody ’ s: Aa3 Standard & Poor ’ s:AA- Fitch:AA See RATINGS in Part III. FinancialAdvisor...... Goldman, Sachs& Co. Underwriters ...... See coverpage. Salomon SmithBarneyInc.isthe representativeofthe Underwriters for the Series 2002B Bonds. Purchase Price/Underwriters’ Discount...... See UNDERWRITING in Part III. VerificationAgent...... Samuel Klein& Co. Counsel to the Underwriters ...... SidleyAustin Brown & Wood LLP, New York, New York. MTA Special Counsel...... Nixon PeabodyLLP and Squire, Sanders & Dempsey L.L.P, New York, New York. Independent Engineers...... URS Corporation – NY, New York, NewYork

- ii - ______

• NoUnauthorized Offer. Thisofficialstatementisnotanoffertosell,orthe solicitation of anoffertobuy, the Series2002BBonds,in anyjurisdiction wherethatwould beunlawful. TBTA hasnotauthorized any dealer,salesperson oranyone elseto giveanyinformation ormake anyrepresentation in connection with the offering of the Series2002BBonds,exceptassetforthinthisofficialstatement.Nootherinformation or representations should be relied upon.

• NoContractorInvestmentAdvice. Thisofficialstatementisnotacontractand doesnotprovide investmentadvice. Investors should consulttheirfinancialadvisors and legalcounsel withquestions about thisofficialstatementand the Series2002BBondsbeing offered,and anything elserelated tothis bond issue.

• Information SubjecttoChange. Information and expressionsof opinion aresubjecttochange without notice,and itshould notbeinferred thattherehavebeen no changessincethe dateofthisdocument. Neitherthe delivery of,noranysale made under, thisofficialstatementshall underanycircumstances createanyimplication thattherehasbeen no change in TBTA’ saffairs orin anyothermatters described herein.

• Forward-Looking Statements. Manystatements contained in thisofficialstatement,including Attachment 6and the documents included byspecificreference,thatarenothistoricalfacts areforward-looking statements,whicharebased on TBTA’ sand the IndependentEngineer ’ sbeliefs,aswell asassumptions made by,and information currentlyavailable to,the managementand staff of TBTA and the IndependentEngineer.Becausethe statements arebased on expectationsabout futureevents and economicperformanceand arenotstatements of fact,actualresults maydiffermateriallyfrom those projected. The words “ anticipate, ”“assume, ”“estimate, ”“expect, ”“objective, ”“projection, ”“forecast, ” “ goal, ”“budget ” orsimilarwordsareintended toidentifyforward-looking statements.The wordsor phrases “ todate, ”“now, ”“currently, ” and the likeareintended tomeanasof the dateofthisofficial statement.

• NoGuarantee of Information byUnderwriters.The Underwriters haveprovided the following sentencefor inclusion in thisofficialstatement:The Underwriters havereviewed the information in thisofficial statementin accordancewith,and aspart of,theirrespectiveresponsibilitiestoinvestors underthe federalsecuritieslaws asapplied tothe facts and circumstancesof thistransaction,but the Underwriters do not guarantee the accuracy or completeness of such information.

______

- iii - TABLE OF CONTENTS

Page SUMMARY OF TERMS ...... ii

INTRODUCTION ...... 1

TBTA, MTA and OtherRelated Entities...... 1 Where to Find Information...... 1 Debt Restructuring Program...... 2

PART I. SERIES 2002B BONDS ...... 5 REFUNDING PLAN ANDAPPLICATION OF PROCEEDS ...... 5 Use of Proceeds...... 5 Escrow of Government Securities...... 5

DESCRIPTION OF SERIES 2002B BONDS ...... 5 General...... 5 Redemption Prior to Maturity ...... 6 Debt Service on the GeneralRevenue Bonds...... 7

PART II. SOURCES OF PAYMENT AND SECURITY FOR TBTA GENERAL REVENUE BONDS ...... 9 SOURCES OF PAYMENT ...... 9 SECURITY...... 11 Pledge Effected bythe TBTA Resolution...... 11 Revenues and Additional TBTA Projects ...... 11 Flowof Revenues...... 12 Rate Covenant...... 13 Additional Bonds...... 14 Refunding Bonds...... 14 Subordinate Obligations...... 14

PART III. OTHER INFORMATION ABOUT THE SERIES 2002B BONDS ...... 15 TAX MATTERS ...... 15 General...... 15 Original Issue Discount...... 15 Bond Premium...... 16 VERIFICATION OF MATHEMATICALCOMPUTATIONS ...... 16 LEGALITY FOR INVESTMENT ...... 16 LITIGATION ...... 16 FINANCIAL ADVISOR ...... 17 UNDERWRITING ...... 17 RATINGS...... 17 LEGAL MATTERS...... 17 CONTINUING DISCLOSURE...... 18 FURTHER INFORMATION ...... 18

Attachment 1 – Book-Entry-Only System Attachment 2 – Continuing Disclosure Under SEC Rule 15c2-12 Attachment 3 – Formof Opinion of Bond Counsel Attachment 4 – Summary of Certain Provisions of the TBTA Resolution Attachment 5 – Definitions and Summary of Certain Provisions of the Standard Resolution Provisions Attachment 6 – History and Projection of Traffic, Toll Revenues and Expenses and Review of PhysicalCondition of the Facilities of Triborough Bridge and Tunnel Authority Attachment 7 – Information Relating to the Refunded Bonds

- iv - Information Included bySpecificReference. The followingportionsof MTA ’ s2002 Combined Continuing DisclosureFilings,dated April 19,2002,and filed withthe repositoriesidentified in the Introduction to thisofficialstatementareincluded byspecificreferenceinthisofficialstatement,along withmaterialthatupdates thisofficialstatementand thatiseitherfiled withthoserepositoriesor,in the caseofofficialstatements,filed with the MunicipalSecuritiesRulemaking Board (MSRB)priortothe delivery dateofthe Series2002BBonds,together with anysupplements or amendments thereto:

• Appendix A – The Related Entities * • Appendix D – Audited FinancialStatements of Triborough Bridge and Tunnel Authority forthe Years Ended December 31, 2001 and 2000

* The facilities listed under the caption “ THE TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY – Present Facilities ” in Appendix A include TBTA’ s seven bridges and two tunnels and the Battery Parking Garage. Only the bridgesand tunnelsconstitute TBTA Facilitiesunderthe TBTA Resolution (asherein defined),although the netrevenuesderived from the operation of the Battery Parking Garage areincluded asnetrevenuesthatare pledged tothe paymentof the Bonds(ashereindefined). Capitalprojects atthe Battery Parking Garage cannot befinanced underthe TBTA Resolution unless the Battery Parking Garage qualifiesasanAdditionalTBTA Projectasdescribed herein under SECURITY – Revenuesand AdditionalTBTA Projects – AdditionalTBTA Projects that can become TBTA Facilities .

- v - [THIS PAGE INTENTIONALLY LEFT BLANK] INTRODUCTION

TBTA, MTA and Other Related Entities

Triborough Bridge and Tunnel Authority,or TBTA,isapublicbenefitcorporation,whichmeans thatit is a corporateentity separateand apart from the State,without anypowerof taxation – frequentlycalled a “ public authority” . TBTA isempowered toconstructand operatetoll bridgesand tunnelsand otherpublicfacilitiesin New YorkCity. TBTA issuesdebtobligationstofinancethe capitalcosts of its facilitiesand the transitand commuter systems operated by other affiliates and subsidiaries of the Metropolitan Transportation Authority,orMTA. TBTA’ s surplus amounts areused tofund transitand commuteroperationsand financecapitalprojects.The boardmembers of MTA also serve as the board members of MTA ’ s affiliates and subsidiaries, including TBTA.

MTA has responsibility for developing and implementing a single, integrated mass transportation policyfor NewYorkCity and the seven NewYorkmetropolitan-areacountiesof Dutchess,Nassau,Orange,Putnam, Rockland,Suffolk and Westchester.Itcarriesout someofthoseresponsibilitiesbyoperating the transitand commutersystemsthrough its subsidiary and affiliateentities:the NewYorkCity TransitAuthority (the Transit Authority)and its subsidiary,the Manhattanand BronxSurfaceTransitOperatingAuthority (MaBSTOA);the Staten Island Rapid TransitOperating Authority (SIRTOA);The LongIsland Rail RoadCompany (LIRR);the Metro-NorthCommuterRailroadCompany (MNCRC);and the MetropolitanSuburbanBus Authority (MSBA). MTA issues debt obligations to finance a substantial portion of the capital costs of these systems, other than MSBA.

MTA, TBTAand the otherrelated entitiesaredescribed in detail in Appendix A to MTA ’ s2002 Combined Continuing DisclosureFilings,whichisincluded byspecificreferenceinthisofficialstatement.Also included in Appendix A isadescription of the impacton the Related Entities,including TBTA,of the terrorist attack on the World Trade Center (WTC).

Where to Find Information

Information in this Official Statement . This official statement is organized asfollows:

• This Introduction providescertain information relatingtothe restructuring of publicdebtsecurities by MTA and its affiliates, TBTA and the TransitAuthority. • Part I provides specific information about the Series 2002B Bonds. • Part II describesthe sourcesof payment and security forall TBTA GeneralRevenueBonds,including the Series 2002B Bonds. • Part III providesmiscellaneous information relating to the Series 2002B Bonds. • Attachment 1 sets forthcertain provisionsapplicable tothe book-entrysystem of registration tobe used for the Series 2002B Bonds. • Attachment 2 sets forthasummary of certain provisionsof acontinuingdisclosureagreementrelating to the Series 2002B Bonds. • Attachment 3 is the formof opinion of Bond Counsel in connection with the Series 2002B Bonds. • Attachment 4 sets forthasummary of certain provisions of the TBTA Resolution. • Attachment 5 sets forthasummary of certain standardresolution provisionsincorporated in the TBTA Resolution. • Attachment 6 sets forththe history and projection of traffic, toll revenuesand expensesand reviewof physical condition of TBTA’ s facilities bythe Independent Engineers. • Attachment 7 sets forthcertain information relatingtothe bondsbeing refunded bythe Series2002B Bonds. • Information Included bySpecificReference in thisofficialstatementand identified in the Table of Contents may be obtained, as described below, from the repositories or the MSRB and from MTA.

Information from Repositories. MTAand TBTA file annualand otherinformation witheachNationally Recognized MunicipalSecuritiesInformation Repository.Documents filed byMTAand TBTA should beavailable from thoserepositoriesdesignated assuchatthe time of the filing. The repositoriesmaycharge afee foraccess to those documents. The current repositories are as follows:

- 1 - Bloomberg Municipal Repository FT Interactive Data 100 Business Park Drive Attn: NRMSIR Skillman, NJ 08558 100 William Street Phone: (609) 279-3225 New York, NY 10038 Fax: (609) 279-5962 Phone: (212) 771-6999 Email: [email protected] Fax: (212) 771-7390 (Secondary Market Information) (212) 771-7391 (Primary Market Information) Email: [email protected]

DPC Data Inc.Standard & Poor ’ s J.J. Kenny Repository One Executive Drive 55 Water Street Fort Lee, NJ 07024 45th Floor Phone: (201) 346-0701 New York, NY 10041 Fax: (201) 947-0107 Phone: (212) 438-4595 Email: [email protected] Fax: (212) 438-3975 Email: [email protected]

Information Included bySpecificReference. The informationlisted underthe caption “ Information Included bySpecificReference ” in the Table of Contents,asfiled withthe repositoriestodate,is “ included by specific reference ” in this official statement. Thismeans that importantinformation isdisclosed byreferring tothose documents and thatthe specified portionsof thosedocuments areconsidered tobepart of thisofficialstatement. Thisofficialstatement,whichincludesthosefilings,should bereadinits entirety in ordertoobtain essential information formaking an informed decision in connection with the Series 2002B Bonds.

Information Available atNoCost. Information filed withthe repositoriesisalsoavailable,atno cost,on MTA ’ swebsiteorbycontacting MTA, Attn.:FinanceDepartment,at347Madison Avenue,NewYork,NewYork 10017. For important information about MTA ’ swebsite, see – FURTHER INFORMATION below.

Debt Restructuring Program

Background.Aspart of the process of determining funding sourcesforits transitand commutercapital programsforthe years 2000-2004,and in ordertoincreasebonding capacity,releaseexisting reservefundsand simplifyits currentcreditstructure,MTA developed aprogramtorestructureits,the TransitAuthority’ sand TBTA ’ s debt by consolidating most existing credits into four principal new credits:

• MTATransportation Revenue Bonds, • MTA State ServiceContract Bonds, • MTA Dedicated Tax Fund Bonds, and • TBTA GeneralRevenue Bonds and TBTA Subordinate Revenue Bonds.

Portionsof DebtRestructuring Completed. MTAhasfully defeased the resolutionsrelatingtothe following bonds and notes:

• MTATransit FacilitiesRevenue Bonds and Bond Anticipation Notes, • MTA Commuter Facilities Revenue Bonds and Bond Anticipation Notes, • MTASubordinated CommuterFacilitiesRevenueBonds(Grand CentralTerminal Redevelopment Project), • TransitAuthority Subordinated TransitFacilitiesRevenueBonds(Livingston Plaza Project), • MTATransit FacilitiesServiceContract Bonds (1982 and 1987 Resolutions), • MTA Commuter Facilities Service Contract Bonds (1982 and 1987 Resolutions), and • MTA Dedicated Tax Fund Bonds.

Effectof DebtRestructuringonMTA CapitalPrograms . Based on amounts currentlyestimated tohave been generated bythe completed portionsof the program,and depending on marketconditionsasMTAissuesthe

- 2 - remaining refunding and newmoneybondsrelated tothe debtrestructuring,less thanthe $4.5 billion of restructuring proceedsoriginallyforecast maybeavailable forthe 2000-2004CapitalPrograms.(CurrentMTA estimatesrange from $4.1 to$4.3billion depending on interest rateassumptionsforthe remaining issues). MTA annuallyevaluatesthe statusof all funding sourcesand projects and may,from timetotime,submitamendments to the 2000-2004 Capital Programs needed to bring funding sources and expected project costs intobalance. See DEBT RESTRUCTURING and 2002-2003 FINANCIAL PLAN AND2000-2004CAPITALPROGRAMS in Appendix A .

TBTA Seniorand SubordinateBonds .TBTA GeneralRevenueBonds,including the Series2002B Bonds, and Subordinate RevenueBonds,togetherwithapproximately$238million of othermoneys,areexpected to be issued to refund all of the following outstanding bonds (collectively, the Old TBTA Bonds),with the exception of the Substitution Bonds and Notes (as defined below):

• TBTA General Purpose Revenue Bonds, • TBTA 1991 Mortgage Recording Tax Special Obligation Bonds, • TBTA Beneficial Interest Certificates, and • TBTA 1994 Subordinated Special Obligation Bonds.

TBTAexpects toissuethe following approximateaggregateprincipalamounts of bondstoaccomplishthe defeasance in full of the Old TBTA Bonds that are not Substitution Bonds and Notes:

• These Series 2002B Bonds, • $103 million variable rateseniorlienSeries2002CBonds(the Series2002CBonds),thatareexpected to be delivered on or about the same date as the Series 2002B Bonds, • $262 million auction rate TBTA SubordinateRevenueBonds(the SubordinateSeries2002DBonds), that are expected to be delivered on or about the same date as the Series 2002B Bonds, • $981 million fixed rate TBTASubordinateRevenueBonds(the SubordinateSeries2002EBonds),that are expected to be delivered on or about November 13, 2002, and • $245 million variable rateseniorlienSeries2002FBonds(the Series2002FBonds),thatareexpected to be delivered on or about November 13, 2002.

Atthe timeofissuanceand delivery of the Series2002BBonds, TBTA expects tosubstitutethe TBTA Resolution forthe TBTA generalpurposerevenuebond resolution adopted in 1980(the TBTA 1980Resolution) as the resolution securing the following TBTA bondsand notes(collectively,the SeniorSubstitution Bondsand Notes):

• $1,125,720,000 General Purpose Revenue Bonds, Series 2001A, • $296,400,000 General Purpose Variable Rate Revenue Bonds, Series 2001B and 2001C, • $268,300,000 General Purpose Revenue Bonds, Series 2002A, • $23,530,000 GeneralPurposeRevenueBonds,Series EFC1996A, thatwereissued assecurity for repaymentof aloaninthe same principalamountfrom the NewYorkStateEnvironmentalFacilities Corporation from aportion of the proceedsof the $102,515,000 NewYorkStateEnvironmental FacilitiesCorporation StateWaterPollution Control Revolving Fund RevenueBonds,Series1996C (Pooled Loan Issue), dated June 1, 1996, and • $807,190,000 GeneralPurposeRevenueBond AnticipationNotes,Series2000A, maturingonJanuary 1, 2003 (the Series 2000A BANs) (1).

At the time of issuance and delivery of the Series2002B Bonds, TBTA alsoexpects tosubstitute the TBTA SubordinateResolutionforthe TBTA 1991 specialobligation bond resolution asthe resolution securingthe

(1) On orabout November20,2002,MTA expects toissueapproximately$840million aggregateprincipal amount of its Transportation Revenue Bonds to provide for the payment of the Series 2000A BANs.

- 3 - following TBTA bonds(collectively,the SubordinateSubstitutionBonds,and,togetherwiththe SeniorSubstitution Bonds and Notes, the Substitution Bonds and Notes):

• $181,300,000 Special Obligation Variable RateRefunding Bonds (1991 Resolution), Series 2000A, • $72,500,000 Special Obligation Variable Rate Refunding Bonds (1991 Resolution), Series 2000B, • $157,200,000 SpecialObligation Variable RateRefunding Bonds(1991 Resolution),Series2000C, and • $96,600,000 Special Obligation Variable Rate Refunding Bonds (1991 Resolution), Series 2000D.

Inthe eventthatthe applicable resolutionsarenotsubstituted foranySubstitution Bondsand Notesatthe time of issuance and delivery of the Series 2002B Bonds, these substitutions or refundings of the applicable bonds or notes are expected to occur as soon as practicable following this date.

Purchasers of the Series2002BBondsshould notethat,until all of the Old TBTA Bondsarefully defeased orpaid and the substitution of resolutionsin connection withthe Substitution Bondsand Notesis effective,the TBTA Resolution securingthe GeneralRevenueBonds,including the Series2002BBonds,will be subjecttothe pledgesand agreements underthe resolutionssecuring the Old TBTABonds(collectively,the Old TBTA Resolutions).

ReleaseofExisting ReserveFunds .Oncethe defeasanceofthe Old TBTA Resolutionsand the Old TBTABondsand Notesissued thereunderhasbeen accomplished and the substitution of resolutionsin connection withthe SubstitutionBondsand Notesiseffective,approximately$413millioninreservesunderthe Old TBTA Resolutionswill bereleased to TBTAand areexpected tobeused primarilytofinancetransitand commutercapital projects.

For a more detailed description of the debt restructuring, see DEBT RESTRUCTURING in Appendix A .

- 4 - PART I. SERIES 2002B BONDS

Part I of thisofficialstatement,togetherwiththe Summary of Terms,providesspecificinformation about the Series 2002B Bonds.

REFUNDING PLAN AND APPLICATION OF PROCEEDS

Use of Proceeds

The Series2002BBonds,the Series2002CBonds,the SubordinateSeries2002DBonds,the Subordinate Series2002EBondsand the Series2002FBonds,togetherwithotheravailable moneys,arebeing issued torefund all outstanding Old TBTA Bonds,otherthanthe SubstitutionBondsand Notes.The seriesdesignations, CUSIP numbers,maturitiesand principalamounts of Old TBTA Bondsthatarebeing refunded withthe proceedsof the Series2002BBonds(the Refunded Bonds)and the redemptiondatesand redemption pricesapplicable theretoare set forth in Attachment 7.

TBTAwill retain its right to redeem prior to maturity those Refunded Bonds indicated on Attachment 7.

Escrow of Government Securities

Aportion of the netproceedsof the Series2002BBondswill beused toacquiredirectobligationsof,or obligationsguaranteed by,the United Statesof America (GovernmentSecurities),the principalofand interest on which,whendue,will provide,togetherwithanymoneys whichmaybedeposited by TBTA withthe trusteesunder the applicable Old TBTAResolutions(the PriorTrustees),moneys sufficienttopaythe principalorredemption price of the Refunded Bonds and the interest to become due on such Refunded Bonds on and priortotheirrespective maturity or redemption dates.

The GovernmentSecuritiesand suchothermoneys,if any,will bedeposited withthe PriorTrusteesupon the issuanceand delivery of the Series2002BBondsand will beheld in trust forthe paymentof the principalor redemptionpriceofand interest on the Refunded Bonds.Upon making suchdepositwiththe PriorTrusteesand the issuanceofcertain irrevocable instructionstothe PriorTrusteespursuanttothe applicable Old TBTA Resolutions, the Refunded Bondswill,underthe termsof the applicable Old TBTA Resolutions,bedeemed tohavebeen paid and will no longerbeoutstanding underthe applicable Old TBTA Resolutionsand will ceasetobeentitled toany lien, benefit or security under the applicable Old TBTA Resolutions.

DESCRIPTION OF SERIES 2002B BONDS

General

Book-Entry-OnlySystem.The Series2002BBondswill beissued asregistered bonds,registered in the name of The Depository Trust Companyorits nominee (together, “ DTC ” ),NewYork,NewYork,whichwill actas securitiesdepository forthe Series2002BBonds.Individualpurchaseswillbemade in book-entry-onlyform,in the principal amount of $5,000 or integralmultiples thereof. So long as DTC is the registered ownerof the Series2002B Bonds,all payments on the Series2002B Bondswill bemade directlytoDTC.DTCisresponsible fordisbursement of those payments to its participants, and DTC participants and indirectparticipants areresponsible formaking those payments to beneficial owners. See Attachment 1 – Book-Entry-Only System.

Interest Payments.The Series2002BBondswill bearinterest atthe ratesand matureinthe amounts and on the datesshownonthe insidecover of thisofficialstatement.Interest will bepaid on eachMay15 and November15,beginning May15,2003.Solong asDTCisthe sole registered ownerof all of the Series2002B Bonds,all interest payments willbepaid toDTCbywiretransferof immediatelyavailable funds,and paymentof interest to beneficial owners will occur through the DTC Book-Entry-OnlySystem.

- 5 - Transfers and Exchanges . Solong asDTCisthe securitiesdepository forthe Series2002BBonds,itwill bethe sole registered ownerof the Series2002BBonds,and transfers of ownership interests in the Series2002B Bondswill occur through the DTC Book-Entry-Only System.

Trustee. U.S.Bank Trust NationalAssociationisTrustee and PayingAgentwithrespecttothe Series 2002B Bonds.

Redemption Prior to Maturity

Mandatory Sinking Fund Redemption.Eachtermbond shownbelow issubjecttomandatory sinking fund redemption,in part (in accordancewithproceduresof DTC, solong asDTCisthe sole registered owner,and otherwise bylotin suchmannerasthe Trustee in its discretion deemsproper)onanyNovember15 on and afterthe first sinking fund installmentdateshownbelowatthe principalamountthereof plus accrued interest uptobut not including the dateofredemptionthereof,from mandatory Sinking Fund Installments thatarerequired tobemade in amounts sufficient to redeem on November 15 of eachyear the principal amountof suchSeries2002BBondsshown below:

2027 Term Bond 2029 Term Bond Sinking Fund Sinking Sinking Fund Sinking Redemption Date Fund Redemption Date Fund (November 15) Installment (November 15) Installment first payment2026 $61,740,000 first payment2028$39,370,000 finalmaturity 2027 51,400,000 finalmaturity 2029 41,385,000 average life 24.56 years average life 26.62 years

2032 Term Bond 2032 Term Bond bearing interest at 5.000% bearing interest at 4.750% Sinking Fund Sinking Sinking Fund Sinking Redemption Date Fund Redemption Date Fund (November 15) Installment (November 15) Installment first payment2030 $ 28,320,000 finalmaturity 2032 $22,950,000 2031 29,730,000 finalmaturity 2032 187,960,000 average life 30.10 years average life 29.75 years

CreditTowardMandatory Sinking Fund Redemption. TBTAmaytake credittowardmandatory Sinking Fund Installmentrequirements asfollows,and if taken,thereafterreducethe amountof termSeries2002BBondsof the same maturity and interest rateotherwisesubjecttomandatory Sinking Fund Installments on the dateforwhich credit is taken:

• If TBTA directs the trustee topurchasetermSeries2002BBondswithmoneyin the DebtService Fund (atapricenotgreaterthanparplus accrued interest tothe dateofpurchase),then acreditof 100%ofthe principalamountof bondspurchased willbemade against the next Sinking Fund Installment due.

• If TBTA purchasesorredeemstermSeries2002BBondswithotheravailable moneys,thenthe principalamountof thosebondswill becredited against futureSinking Fund Installmentrequirements in any order, and in anyannual amount, that TBTA may direct.

OptionalRedemption.The Series2002BBondsmaturingonand afterNovember15,2016aresubjectto redemptionpriortomaturity on anydateonand afterNovember15,2012,atthe option of TBTA,in whole orin

- 6 - part on anydate(in accordancewithproceduresof DTC, solong asDTCisthe sole registered owner,and otherwise bylotin suchmannerasthe Trustee in its discretion deemsproper)at100%ofthe principalamountthereof, togetherwith accrued interest thereon up to but not including the redemption date.

Stateand City Redemption. Pursuanttothe TBTA Act,the Stateorthe City,upon providing sufficient funds,mayrequire TBTA toredeem the Series2002BBondsasawhole atthe timeand atthe priceand in accordancewith the termsupon which the Series 2002B Bonds are otherwise redeemable.

Redemption Notices .Solong asDTCisthe securitiesdepository forthe Series2002BBonds,the Trustee must mail redemption noticestoDTCatleast 30,but notmorethan45,days beforethe redemption date. Ifthe Series2002B Bondsare not held in book-entry-onlyform,thenthe Trustee must mail redemptionnoticesdirectlyto bondholders withinthe same timeframe. Aredemption of the Series2002BBondsisvalid and effectiveeven if DTC ’ sproceduresfornoticeshould fail. Beneficial owners should considerarranging toreceiveredemption notices orothercommunicationstoDTCaffectingthem,including noticeofinterest payments through DTCparticipants. Anynoticeofoptionalredemptionmaystatethatitisconditionalupon receipt bythe Trustee of moneysufficientto paythe Redemption Priceorupon the satisfaction of anyothercondition,orthatitmayberescinded upon the occurrenceofanyotherevent, and anyconditionalnoticesogiven mayberescinded atanytimebeforethe payment of the Redemption Priceifanysuchconditionsospecified isnotsatisfied orif anysuchothereventoccurs. Please notethatall redemptionsarefinal-even if beneficialowners did notreceivetheirnotice,and even if that notice had a defect.

Effectof Call forRedemption.Ifthe Trustee givesanunconditionalnoticeofredemption,thenonthe redemptiondatethe Series2002BBondscalled forredemption will becomedueand payable. Ifthe Trustee gives a conditionalnoticeofredemption and holdsmoneytopaythe redemption priceofthe affected Series2002BBonds, then on the redemptiondatethe Series2002BBondscalled forredemptionwill becomedueand payable. Ineither case,if on the redemption datethe Trustee holdsmoneytopaythe Series2002BBondscalled forredemption, thereafter,no interest willaccrueonthoseSeries2002BBonds,and abondholder ’ sonlyrightwillbetoreceive payment of the redemption price upon surrender of those Series 2002B Bonds.

Debt Service on the General Revenue Bonds .

Table 1 sets forth,on acashbasis,the debtserviceonthe Substitution Bonds(but notthe Series2000A BANs,maturing on January 1,2003,thatareexpected tobepaid bythe issuanceofMTATransportation Revenue Bonds),the debtserviceonthe Series2002BBonds,estimated debtserviceonthe Series2002CBondsand Series 2002FBonds,and the aggregateseniorliendebtserviceonall Bondstobeoutstanding afterthe issuanceofthe Series 2002B Bonds. Table 1 does not include debt service on the subordinate TBTA bonds.

- 7 - Table 1 Aggregate Senior Debt Service (000’ s Omitted) Debt Service on General Revenue Bonds Debt Service on Estimated Year Ending Unrefunded Series 2002B Series 2002C and Aggregate December 31 Bonds (1) Bonds 2002F Bonds (2) Debt Service (3) 2002 $ 40,763 $ 0 $ 1,332 $ 42,095 2003 89,729115,69615,117220,542 200489,407 142,903 15,311 247,621 200588,998 175,58315,170 279,752 2006 88,567 176,014 15,170 279,752 2007 92,989 164,744 22,190279,923 200892,932 164,74022,168279,840 200992,932 164,741 22,065279,738 201092,928164,744 22,064279,736 2011 92,940164,73422,066 279,739 2012101,675155,99622,060 279,731 2013110,379147,295 22,065279,739 2014 110,374145,798 22,062 278,234 2015 110,383145,79322,063 278,239 2016109,726 146,45022,067 278,244 2017109,720 146,455 22,069278,244 2018 108,042148,132 22,063 278,237 2019 108,039148,132 22,063 278,234 2020 108,042148,133 22,068278,244 2021108,038148,133 22,063 278,234 2022 128,639127,537 22,067 278,242 2023 128,637 129,036 22,063 279,737 2024171,249 84,927 22,062 278,238 2025171,24084,937 22,062 278,239 2026 171,24684,926 22,067 278,240 2027 184,67471,499 22,067 278,240 2028199,27856,899 22,064278,241 2029199,281 56,89722,064278,241 2030 214,46441,711 22,064278,238 2031214,473 41,70522,065278,242 2032 0 221,398 22,064 243,462

Total:$ 3,729,784 $ 3,915,687 $ 636,006 $ 8,281,477

(1) Includesseniorliendebtserviceonthe following:$23,530,000 GeneralPurposeRevenueBonds,SeriesEFC 1996A;$296,400,000 GeneralPurposeVariable RateRevenueBonds,Series2001Band 2001C(atanassumed variable interest rateof4%perannumand including payments made by TBTA underthe swapagreement relating theretoand reflecting arevised amortization schedule underconsideration and subjecttochange); $1,125,720,000 GeneralPurposeRevenueBonds,Series2001A;and $268,300,000 GeneralPurposeRevenue Bonds,Series2002A.Itdoesnotinclude the debtserviceonthe $807,190,000 Series2000ABANsthatare subjecttothe substitution of the TBTA Resolution forthe TBTA 1980Resolution. MTAexpects toissueits Transportation RevenueBondstorefinancethe Series2000ABANs,and accrued interest thereon,on orabout November 20, 2002. (2) Includesinterest on the Series2002CBonds(atanassumed variable interest rateof4%perannumand including payments made by TBTA under the swap agreement relating thereto) and 4% perannum on the Series 2002F Bonds issued in the principal amounts setforth in INTRODUCTION – Debt Restructuring Program. (3) Totals may not add due to rounding. Includes the assumptions set forth in footnotes (1) and (2).

- 8 - PART II. SOURCES OF PAYMENT AND SECURITY FOR TBTA GENERAL REVENUE BONDS

Part II of thisofficialstatementdescribesthe sourcesof paymentand security forall TBTA General Revenue Bonds, including the Series 2002B Bonds.

SOURCES OF PAYMENT

TBTAreceivesits revenuesfrom all tolls,rates,fees,charges,rents,proceedsof useand occupancy insurance on anyportion of its tunnels,bridgesand otherfacilities,including the netrevenues of the Battery Parking Garage,and TBTA’ sreceipts from thosesources,afterpaymentof TBTA’ soperating expenses,arepledged tothe holders of the Bondsfor payment, as described below.

The following 7 bridges and 2 tunnels constitute TBTA Facilitiesfor purposes of the TBTA Resolution:

• Triborough Bridge, • Verrazano-Narrows Bridge, • Bronx-Whitestone Bridge, • Throgs Neck Bridge, • Henry Hudson Bridge, • Marine Parkway-Gil Hodges Memorial Bridge, • Cross Bay Veterans Memorial Bridge, • Brooklyn-Battery Tunnel, and • Queens Midtown Tunnel.

Inaddition,but onlyforpurposesof determining Revenuesunderthe TBTA Resolution,the netrevenues of the Battery Parking Garage are included.

TBTAisrequired tofixand collecttollsforthe TBTA Facilities,and TBTA’ spowertoestablishtoll rates isnotsubjecttothe approvalofanygovernmentalentity.Formoreinformation relatingto TBTA’ spowerto establishtolls, see Appendix A – T HE R ELATED E NTITIES – The Triborough Bridge and Tunnel Authority – Toll Rates .

Formoredetailed informationabout TBTA’ stolls, see the report of the IndependentEngineers in Attachment 6 hereto – History and Projection of Traffic, Toll Revenuesand Expensesand Reviewof Physical Condition of the Facilities of Triborough Bridge and Tunnel Authority.

From timetotimelegislation hasbeen introduced byvarious Statelegislators seeking,among otherthings, torestrictthe level of tollson certain TBTA Facilities,torequireapprovaloffuturetoll increasesbythe Governor, ortoeliminateminimumtollsortorequirediscounts orfree passage tobeaccorded tocertain users of TBTA’ s Facilities.Underthe TBTA Act,however,the Statehascovenanted toholders of TBTA’ sbonds thatitwillnotlimit oralterthe rights vested in TBTA toestablishand collectsuchchargesand tollsasmaybeconvenientornecessary toproducesufficientrevenuetofulfill the termsof anyagreements made withthe holders of TBTA bondsorin any way to impair rights and remedies of those bondholders.

Table 2 sets forth, by TBTA Facility,the amountof revenuesforeachof the last 5years on acashbasis,as well asoperating expenses.Foradescription of the effects on the operationsof the TBTA Facilitiesduetothe terrorist attackon WTCon September11,2001, see AppendixA – THERELATEDENTITIES – Terrorist Attack on World Trade Center,and Attachment 6 – History and Projection of Traffic, Toll Revenuesand Expensesand Reviewof PhysicalCondition of the Facilities of Triborough Bridge and Tunnel Authority.

- 9 - Table 2

Triborough Bridge and Tunnel Authority Historical Revenues,Operating Expenses and Senior Lien Debt Service (In Thousands)

Years Ended December 31, 1997 1998 1999 2000 2001

Bridge and Tunnel Revenues: Triborough Bridge $200,451 $208,325$216,413$222,612$215,241 Verrazano-Narrows Bridge 185,130 192,788 196,556203,172 208,164 Bronx - Whitestone Bridge 135,593140,083147,597155,938152,881 Throgs Neck Bridge 147,106 149,711 152,134152,453150,764 Henry Hudson Bridge 28,68728,73130,06831,93832,242 Marine Parkway-Gil Hodges Memorial Bridge 8,589 8,577 8,4618,3748,344 Cross Bay Veterans' Memorial Bridge 6,727 7,0217,199 7,651 7,965 Queens Midtown Tunnel 83,54385,62887,284 89,451 87,067 Brooklyn - Battery Tunnel 56,167 63,576 67,080 69,018 52,188 Total Bridge and Tunnel Revenues:$851,993 $884,440 $912,792 $940,607 $914,856

Investment Income and Other (1) 48,612 54,111 39,314 58,205 56,681

Total Revenues$900,605 $938,551 $952,106 $998,812 $971,537

Operating Expenses (2) : Personnel Costs$111,651 $106,603$107,430 $112,256$123,316 Maintenance and Other Operating Expenses 112,222 101,587 120,561 129,807 133,198 Total Operating Expenses$223,873 $208,190 $227,991 $242,063 $256,514

Net Revenues Available for Debt Service$676,732 $730,361$724,115 $756,749 $715,023

TBTA Senior Lien Debt Service (3) $271,856$291,918 $295,652$311,610$320,451 Senior Lien Coverage 2.49x2.50x 2.45x2.43x 2.23x

(1) Investmentearningsinclude interest earned on bond funds,including debtserviceand debtservicereserve funds, thatwere applied to the payment of debt service as follows for the years 1997 through 2001,respectively: $12,227; $17,581; $12,505;$14,659;and $25,696.Owners of the Bondsshould notethat,sincethereisno debt servicereservefund in the TBTA Resolution,investmentearningsareexpected tobesubstantiallylowerin futureyears.Figuresarenetof OtherIncomeas included on the TBTA audit(rail carleases),asfollows forthe years 1997 through 2001, respectively: $5,258; $5,258; $6,683; $805; and $620. (2) Excludes depreciation. (3) Represents debt service on bonds outstanding under the 1980 Resolution.

- 10 - SECURITY

TBTAGeneralRevenueBonds,including the Series2002BBonds,aregeneralobligationsof TBTA payable solelyfrom the trust estate(described below)pledged forthe paymentof the Bondsand Parity Debt pursuanttothe termsof the TBTA Resolution,afterthe paymentof Operating Expenses.Summariesof certain provisionsof the TBTA Resolution,including the StandardResolutionProvisions,areincluded as Attachments 4 and 5 . The provisions of the new TBTA Resolution arematerially differentfrom the TBTA 1980 Resolution.

TBTAGeneralRevenueBondsarenotadebtof the StateorThe City of NewYork,oranylocal governmentalunit. TBTA has no taxing power.

Pledge Effected by the TBTA Resolution

The Bondsand Parity Debtissued in accordancewiththe TBTA Resolutionaresecured byanetpledge of Revenues after the payment of Operating Expenses.

Pursuantto,and in accordancewith,the TBTA Resolution, TBTA haspledged tothe holders of the Bonds a “ trust estate, ” which consists of

• Revenues, • the proceeds from the sale of the Bonds, and • all funds, accounts and subaccounts established bythe TBTA Resolution (exceptthoseestablished by a supplementalobligation resolution forvariable interest rateobligations,put obligations,parity debt, subordinated contract obligations or subordinated debt).

Purchasers of the Series2002BBondsshould notethat,until all of the Old TBTA Bondsarefully defeased orpaid and the substitution of resolutionsin connection withthe Substitution Bondsand Notesis effective,the TBTA Resolution securingthe GeneralRevenueBonds,including the Series2002BBonds,will be subject to the pledges and agreements under the Old TBTA Resolutions.

Revenues and Additional TBTA Projects

Revenuesfrom TBTA Facilities .Forpurposesof the pledge underthe TBTA Resolution,revenuesof TBTAgenerallyinclude all tolls,revenues,rates,fees,charges,rents,proceedsof useand occupancyinsuranceon anyportion of the TBTA Facilities(including netrevenuesderived from the Battery Parking Garage) and of any otherinsurancewhichinsuresagainst loss of revenuestherefrom payable toorforthe accountof TBTA,and other incomeand receipts,asreceived by TBTA directlyorindirectlyfrom anyof TBTA’ soperations,including the ownership or operation of any TBTA Facilities, subject to certain exceptions.

TBTAdoesnotcurrentlyderiveanysignificantrecurringRevenuesfrom anysourcesotherthanthe TBTA Facilitiesand investmentincome. Incomefrom the TBTA Transitand CommuterProject(the transitand commuter systems)isnotderived byorforthe accountof TBTA;consequently,no revenuesfrom anyportion of the TBTA Transit and Commuter Project are pledged to the payment of debt service on the Bonds.

Foradiscussionofotherprojects that TBTA isauthorized toundertake, see Appendix A – THE RELATED ENTITIES – The Triborough Bridge and Tunnel Authority--Authorized Projects of TBTA.

Additional TBTA Projects thatcanbecome TBTA Facilities .If TBTA isauthorized toundertake another project,whetherornotabridge ortunnel,thatprojectcanbecomea TBTA Facility forpurposesof the TBTA Resolution if it is designated as such by TBTA and it satisfies, among others, the following conditions:

• anAuthorized Officer certifies that either:

o the Additional TBTA Projecthasbeen in operation (whetherornotby TBTA)foraperiod of atleast 12monthspriortothe dateofsuchdesignation,and thatforaperiod of any12consecutivecalendar

- 11 -

months out of the 18 calendar months preceding the date of designation, the Additional TBTA Project Revenues derived from the operation of such Additional TBTA Project exceeded the Operating Expenses, or

o the Additional TBTA Project is in operation and, in such Authorized Officer’s opinion, the Additional TBTA Project Revenues to be derived from the operation of such Project will exceed the Operating Expenses for such Additional TBTA Project during the first 12 months of operation, and

• an Authorized Officer certifies

o as to the actual or anticipated Revenues and Operating Expenses of TBTA for the applicable 12-month period; provided that,

! the Revenues (adjusted up or down to reflect any new toll rate changes) and Operating Expenses shall be increased by the actual or anticipated Additional TBTA Project Revenues and Operating Expenses of the Additional TBTA Project for such 12-month period, and

! the actual or anticipated Additional TBTA Project Revenues (adjusted up or down to reflect any new toll rate changes) and Operating Expenses of any Additional TBTA Project operated by or under lease from TBTA otherwise than as an Additional TBTA Project during any part of the period shall be calculated as if the definitions of Revenues and Operating Expenses had been applicable thereto, and

o that for such 12-month period, the Revenues less Operating Expenses, as calculated in accordance with the preceding bullet points, are at least equal to 1.40 times Maximum Annual Calculated Debt Service during such period; and

• an Independent Engineer certifies that, for each of 5 successive 12-month periods, the earliest of which begins on a calendar quarterly date not more than 60 days immediately following the date of designation as an Additional TBTA Project, the Net Revenues in each 12-month period (after giving effect to such designation) will be at least equal to 1.40 times the Maximum Calculated Debt Service for each of such successive 12-month periods.

For a more complete description of the requirements that must be satisfied before designation as an Additional TBTA Facility, see Attachment 4 – SUMMARY OF CERTAIN PROVISIONS OF THE TBTA RESOLUTION – Additional TBTA Facilities.

The Convention Center Project is not and cannot become an Additional TBTA Project, and no Bonds may be issued under the TBTA Resolution to finance the Convention Center Project.

Flow of Revenues

The TBTA Resolution establishes the following funds and accounts, each held by TBTA:

• Revenue Fund, • Proceeds Fund, • Debt Service Fund, and • General Fund.

Under the TBTA Resolution, TBTA is required to pay into the Revenue Fund all Revenues as and when received and available for deposit.

- 12 - TBTA is required topayout from the RevenueFund,on orbeforethe 25thday of eachcalendarmonth, the following amounts in the following order of priority:

• paymentof reasonable and necessary OperatingExpensesoraccumulation in the RevenueFund as a reserve (i)forworking capital,(ii) forsuchOperating Expensesthe paymentof whichisnot immediately required, including amounts determined by TBTA to berequired asanoperating reserve, or(iii) deemed necessary ordesirable by TBTA tocomplywithorders orrulingsof anagencyor regulatory body having lawful jurisdiction; • transfertothe DebtServiceFund,the amount,if any,required sothatthe balanceinthe fund isequal toAccrued DebtServicetothe last dayof the currentcalendarmonth; provided,however,that in no eventshall the amounttobesotransferred beless thanthe amountrequired forall paymentdates occurring prior to the 25 th day of the next succeeding calendarmonth; • transfertoanotherperson forpaymentof,oraccrualforpaymentof,principalofand interest on any Subordinated Indebtedness orforpaymentof amounts dueunderanySubordinated Contract Obligations; and • transfer to the GeneralFund any remaining amount.

All amounts paid out by TBTA for anauthorized purpose(excluding transfers toanyotherpledged Fund or Account),orwithdrawnfrom the GeneralFund in accordancewiththe TBTA Resolution,arefree and clearof the lien and pledge created by the TBTA Resolution.

Underthe TBTA Resolution, TBTA isrequired touseamounts in the GeneralFund tomake up deficienciesin the DebtServiceFund and the RevenueFund,in thatorder.Subjecttothe preceding sentenceand anylienorpledge securingSubordinated Indebtedness,the TBTA Resolutionauthorizes TBTA toreleaseamounts in the General Fund free and clear of the lien and pledge created by the TBTA Resolution.

TBTAisrequired bylawtotransferamounts released from the GeneralFund toMTA, and astatutory formula determineshowMTA allocates thatmoney between the transit and commuter systems.

Rate Covenant

Under the TBTA Resolution, TBTA is required atall timestoestablish,levy,maintain and collect,orcause tobeestablished,levied,maintained and collected,suchtolls,rentalsand otherchargesin connectionwiththe TBTAFacilitiesasshall always besufficient,togetherwithothermoneyavailable therefor(including the anticipated receiptof proceedsof sale of Obligationsorotherbonds,notesorotherobligationsorevidencesof indebtedness of TBTA thatwill beused topay the principalofObligationsissued in anticipation of suchreceipt,but notincluding anyanticipated oractualproceedsfrom the sale of TBTA Facilities),toequalorexceed in each calendaryear the greater of

• an amount equal to the sum of amounts necessary in such calendaryear

o to pay all Operating Expenses of TBTA, and o topayCalculated DebtService,aswell asthe debtserviceonall Subordinated Indebtedness and all Subordinated Contract Obligations, and o to maintain any reserve established by TBTA pursuantto the TBTA Resolution, in such amountas may be determined from time to time by TBTA in its judgment, or

• anamountsuchthatRevenuesless Operating Expensesshall equalatleast 1.25times Calculated Debt Service on all senior lien Bondsfor such calendaryear.

Foramorecompletedescription of the ratecovenantand adescription of the minimumtollsthatcanbe charged atthe TBTA Facilities, see Attachment 4 – SUMMARY OF CERTAINPROVISIONS OF THE TBTA RESOLUTION – Rates and Fees.

- 13 - Additional Bonds

Underthe provisionsof the TBTA Resolution, TBTA mayissue oneormoreseriesof AdditionalBondson a parity with the Series 2002B Bonds and other Outstanding Bonds to provide for Capital Costs.

Certain AdditionalBondsfor TBTA Facilities . TBTA mayissueAdditionalBondswithout satisfyingany earningsorcoverage test forthe purposeofproviding forCapitalCostsrelatingto TBTA Facilitiesforthe purpose of keeping such TBTA Facilitiesin good operating condition orpreventingaloss of RevenuesorRevenuesafter payment of Operating Expenses derived from such TBTA Facilities.

AdditionalBondsforOtherPurposes . TBTAmayissueAdditionalBondstopayorprovide forthe payment of all or part of Capital Costs relating to any of the following purposes:

• TBTATransit and Commuter Project, • anyAdditional TBTA Project (that does not become a TBTA Facility), or • any TBTA Facilities other thanfor the purposesset forth in the preceding paragraph.

Inthe caseofAdditionalBondsissued otherthanforthe preservationof TBTA FacilitiesorRevenuesasdescribed underthe preceding heading,in addition tomeeting certain otherconditions,all asmorefullydescribed in Attachment 4 – SUMMARY OF CERTAINPROVISIONSOFTHE TBTA RESOLUTION – SpecialProvisions forCapitalCost Obligations,anAuthorized Officermust certifythatthe historicalTwelveMonthPeriod Net Revenuesareatleast equalto 1.40times the MaximumAnnualCalculated DebtServiceonall SeniorLien Bonds, including debt service on the Bonds to be issued.

Refunding Bonds

Bondsmaybeissued forthe purposeofrefunding Bondsif (a)the MaximumAnnualCalculated Debt Service(including the refunding Bondsthenproposed tobeissued but notincluding the Bondstoberefunded) is equaltoorless thanthe MaximumAnnualCalculated DebtServiceonthe Bondsascalculated immediatelypriorto the refunding (including the refunded Bondsbut notincluding the refunding Bonds)or(b)the conditionsreferred to above under Additional Bonds for the category of Bonds being refunded are satisfied.

Foramorecompletedescription of the conditionsthatmust besatisfied beforeissuingrefunding Bonds, see Attachment 4 – SUMMARY OF CERTAINPROVISIONS OF THE TBTA RESOLUTION – Refunding Obligations.

Subordinate Obligations

The TBTA Resolution authorizesthe issuanceorincurrenceofsubordinateobligations. See INTRODUCTION – DebtRestructuringProgramforadiscussion of currentlyexpected issuanceofsubordinate obligations.

- 14 - PART III. OTHER INFORMATION ABOUT THE SERIES 2002B BONDS

Part III of thisofficialstatementprovidesmiscellaneous additionalinformationrelating tothe Series 2002B Bonds.

TAX MATTERS

General

Hawkins,Delafield &Wood isBond Counsel forthe Series2002BBonds.Theiropinion underexisting law,relying on certain statements by TBTA and assuming complianceby TBTA withcertain covenants,isthat interest on the Series 2002B Bonds is:

• excluded from a bondholder ’ s federal gross incomeunder the InternalRevenue Code of 1986, • not a preference item for a bondholder under the federal alternative minimum tax, and • included in the adjusted currentearningsof acorporation underthe federalcorporatealternative minimum tax.

Theiropinion isalsothatunderexistinglawinterest on the Series2002BBondsisexemptfrom personal incometaxesof NewYorkStateand anypoliticalsubdivisionsof the State,including The City of NewYork. See Attachment 3 tothisofficialstatementforthe formofthe opinion thatBond Counsel expects todeliverwhen the Series 2002B Bonds are delivered.

The InternalRevenueCode imposesrequirements on the Series2002BBondsthat TBTA must continueto meetafterthe Series2002BBondsareissued. Theserequirements generallyinvolvethe waythatSeries2002B Bond proceedsmust beused and invested. If TBTA doesnotmeettheserequirements,itispossible that a bondholder may have to include interest on the Series 2002B Bonds in its federalgross income on aretroactivebasis tothe dateofissue. TBTA hascovenanted todoeverything necessary tomeetthe requirements of the Internal Revenue Code.

Abondholderwho isaparticularkind of taxpayermayalsohaveadditionaltaxconsequencesfrom owning the Series 2002B Bonds. This is possible if a bondholder is

• an S corporation, • a United States branch of aforeign corporation, • a financial institution, • a property and casualty or a life insurance company, • an individual receivingSocial Security or railroad retirement benefits, • an individual claiming the earned income credit or • a borrower of money to purchase or carry the Series 2002B Bonds.

If a bondholder is in any of these categories, it should consultits tax advisor.

Bond Counsel isnotresponsible forupdatingits opinion in the future. Itispossible thatsomething may happen in the futurethatcould change the taxtreatmentof the interest on the Series2002BBondsoraffectthe market price of the Series 2002B Bonds. For example, the InternalRevenue Code could be changed.

Bond Counsel expressesno opinion on the effectof anyaction takenornottakeninrelianceupon an opinion of othercounsel on the federalincometaxtreatmentof interest on the Series2002BBonds,orunderState, local or foreign tax law.

Original Issue Discount

Eachmaturity of the Series2002BBondswillhave “ originalissuediscount ” if the pricepaid by a bondholderisless thanthe principalamountof theseSeries2002BBonds.Bond Counsel’ sopinion isthatthe

- 15 - originalissuediscounton theseSeries2002BBondsasitaccruesisnotincluded in abondholder ’ sfederalgross incomeunderthe InternalRevenueCode. The taxaccounting treatmentof originalissuediscountiscomplex.It accrueson anactuarialbasisand asitaccrues,abondholder ’ staxbasisin theseSeries2002BBondswill be increased. Bond Counsel’ sopinionisalsothatthe originalissuediscount on theseSeries2002BBondsasitaccrues isexemptfrom personalincome taxesof NewYorkStateand its politicalsubdivisions.Ifabondholder owns oneof these Series 2002B Bonds, it should consult its tax advisor regarding the tax treatment of original issue discount.

Bond Premium

If a bondholder purchases a Series 2002B Bond for a price thatismorethan the principalamount,generally the excess is “ bond premium ” on thatSeries2002BBond. The taxaccounting treatmentof bond premiumis complex.Itisamortized overtimeand asitisamortized abondholder ’ staxbasisin thisSeries2002BBond will be reduced. Abondholderin certain circumstancesmayrealizeataxable gain upon the sale of aSeries2002BBond withbond premium,even though the Series2002BBond issold foranamountless thanorequaltothe owner ’ s originalcost.IfabondholderownsanySeries2002BBondswithbond premium,itshould consultits taxadvisor regarding the tax accounting treatment of bond premium.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

The arithmeticalaccuracyof (a)the mathematicalcomputationsof the adequacyof the outstanding maturing amountof principalofand interest on the GovernmentSecuritiesand otheravailable moneys tobe deposited in escrowtopaythe maturing amounts orredemption pricesof the Refunded Bondson theirrespective maturity orredemption dates,togetherwithall payments of interest thereon coming dueonorpriortosuchdates and (b)mathematicalcomputationssupporting the conclusion of Bond Counsel thatthe Series 2002BBondsarenot “ arbitrage bonds ” underSection 148 of the Code,will beverified bySamuel Klein&Co.,Certified Public Accountants.

LEGALITY FOR INVESTMENT

The TBTA Actprovidesthatthe Series2002BBondsaresecuritiesin whichthe followinginvestors may properly and legally invest funds, including capital in their control or belonging to them: • all public officers and bodies of the State and all municipalities and political subdivisions in the State, • all insurancecompaniesand associationsand otherpersonscarryingonaninsurancebusiness,all banks,bankers,trust companies,savingsbanksand savingsassociations,including savingsand loan associations,building and loanassociations,investmentcompaniesand otherpersonscarrying on a banking business, • all administrators, guardians, executors, trustees and otherfiduciaries, and • all otherpersonswhatsoeverwho arenoworwho mayhereafterbeauthorized toinvest in the obligations of the State.

Certain of thoseinvestors,however,maybesubjecttoseparaterestrictionswhichlimitorpreventtheir investment in the Series 2002B Bonds.

LITIGATION

There is no pending litigation concerning the bonds being offered.

TBTAisthe defendantin numerous claimsand actions. TBTA doesnotbelievethatanyof theseclaims and actionsarematerialtothe paymentof principaland interest on the Bonds.Asummary of certain of these potentiallymaterialclaimsand actionsissetforthin Appendix A – THERELATEDENTITIES – Litigation - TBTA, as thatfiling may be amended or supplemented to date.

- 16 - FINANCIAL ADVISOR

Goldman,Sachs&Co. is TBTA’ sfinancialadvisorforthe Series2002BBondsand the debtrestructuring. The financialadvisorhasprovided TBTAadviceonthe planoffinancingand reviewed the pricing of the Series 2002BBonds.The financialadvisorhasnotindependentlyverified the information contained in thisofficial statementand doesnotassume responsibility forthe accuracy,completeness orfairness of suchinformation. The financial advisor ’ s fees for serving asfinancial advisor are contingentupon the issuance of the Series 2002B Bonds.

UNDERWRITING

The Underwriters forthe Series2002BBonds,acting through SalomonSmithBarneyInc.,as Representative,havejointlyand severallyagreed,subjecttocertain conditions,topurchasefrom TBTA the Series 2002BBondsdescribed on the inside coverpage of thisofficialstatementatanaggregatepurchasepriceof $2,279,484,026.69,reflecting anetoriginalissuepremiumof$135,624,497.15 and anUnderwriters’ discountof $13,205,470.46, and to reoffer suchSeries2002BBondsatthe publicoffering pricesoryieldssetforth on the inside cover page.

The Series2002BBondsmaybeoffered and sold tocertain dealers (including dealers depositing such Series 2002B Bonds into investment trusts)atpricesloweroryieldshigher thansuchpublicofferingpricesoryields and pricesoryieldsmaybechanged,from timetotime,bythe Underwriters.The Underwriters’ obligationsare subjecttocertain conditionsprecedent,and theywillbeobligated topurchaseall suchSeries2002BBondsif any Series 2002B Bonds are purchased.

RATINGS

The Summary of Termsidentifies the ratingsof the creditrating agencies thathaveassigned theirratingsto the Series 2002BBonds. Thoseratingsreflectonly the views of the organizationsassigning them. An explanationof the significance of the ratings from each identified agencymay be obtained asfollows:

FitchRatings Moody ’ s Investors Service, Inc. Standard & Poor ’ s Ratings Services One StateStreet Plaza 99 Church Street 55 Water Street New York, NewYork 10004 New York, NewYork 10007 New York, NewYork 10041 (212) 908-0500 (212) 553-0300 (212) 438-2000

TBTAhasfurnished toeachratingagencyratingthe bondsbeing offered information,including information notincluded in this officialstatement,about TBTA and the bonds.Generally,rating agenciesbase their ratingson thatinformation and on independentinvestigations,studiesand assumptionsmade byeachrating agency. Therecanbenoassurancethatratingswill continueforanygiven period of timeorthattheywillnotberevised downwardorwithdrawnentirely byarating agencyif,in the judgmentof thatratingagency,circumstanceswarrant the revision orwithdrawal. Thosecircumstancesmayinclude,among otherthings,changesin orunavailability of information relatingto TBTA orthe bonds.Anydownwardrevision orwithdrawalofarating mayhaveanadverse effect on the market price of the bonds.

If,atthe time of issuance,the bondsbeing offered areadditionallysecured bycreditenhancement,suchas bond insuranceoraletterof credit,the ratingson the bondswill generallyreflectthe rating of the bond insureror the letter of credit issuer.

LEGAL MATTERS

All legalproceedingsin connection with the issuanceof the bondsbeing offered aresubjecttothe approval of the nationally-recognized bond counsel firm identified on the coverpage and in the Summary of Terms. The form of the opinion of Bond Counsel is Attachment 3 to this official statement.

- 17 - Certain legalmatters regarding TBTA will be passed upon by its GeneralCounsel. Inaddition,certain legal matters will be passed upon by TBTA’ sspecial counsel or the counsel to the Underwriters, or both, as alsoidentified in the Summary of Terms.

CONTINUING DISCLOSURE

Asmorefullystated in Attachment 2 , TBTA hasagreed toprovide certain financialinformationand operating data byno laterthan120 days following the end of eachfiscalyear. Thatinformation istoinclude,among otherthings, TBTA annualaudited financialstatements prepared in accordancewithgenerallyaccepted accounting principles,orif unavailable, unaudited financialstatements until audited statements becomeavailable. TBTA has undertaken tofile suchaboveinformation witheachNationallyRecognized MunicipalSecuritiesInformation Repository and a New York State Information Depository (the SID), if and when one is established.

TBTAhasfurtheragreed todelivernoticetoeachRepository orthe MunicipalSecuritiesRulemaking Board (MSRB)and tothe SID of anyfailuretoprovide the AnnualInformation. TBTA isalsoobligated todeliver notices of the following events, if material, to each repository, or to the MSRB or the SID:

• principal and interest delinquencies; • non-payment related defaults; • unscheduled draws on debt service reserves reflecting financial difficulties; • unscheduled draws on credit enhancements reflecting financial difficulties; • substitution of credit or liquidity providers, or their failure to perform; • adverse tax opinions or events affecting the tax exemptstatus of the security; • modifications to the rights of security holders; • bond calls; • defeasance; • release, substitution, or sale of property securing repayment of the securities; and • rating changes.

TBTAhasnotfailed tocomplyin anymaterialrespectwith anyprevious undertakingsin awritten contract oragreementspecified in paragraph (b)(5)(i) of Rule 15c2-12underthe SecuritiesExchange Actof 1934,as amended.

FURTHER INFORMATION

TBTAmayplaceacopyof thisofficialstatementon MTA ’ swebsiteat “ www.mta.info” . Nostatementon the MTA ’ swebsite or any otherwebsite is included by specific referenceherein.

Although TBTA and MTAhaveprepared the information on the MTA ’ swebsiteforthe convenienceof thoseseeking thatinformation,no decision in relianceupon thatinformationshould bemade. Typographicalor othererrors mayhaveoccurred in converting the originalsourcedocuments totheirdigitalformat,and MTAand TBTAassume no liability orresponsibility forerrors oromissionscontained on anywebsite. Further,MTA and TBTAdisclaim anydutyorobligation toupdateormaintain the availability of the informationcontained on any websiteoranyresponsibility orliability foranydamagescaused byvirusescontained within the electronicfileson anywebsite. TBTA and MTAalsoassume no liability orresponsibility foranyerrors oromissionsorforany updates to dated information contained on anywebsite.

TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY

By: /s/ Gary G. Caplan Director, Budgets and Financial Management of the Metropolitan Transportation Authority

- 18 - ATTACHMENT 1

BOOK-ENTRY ONLY SYSTEM

1. The Depository Trust Company(DTC),NewYork,NY, will actassecuritiesdepository forthe Series2002BBonds.The Series2002BBondswill beissued asfully-registered securitiesregistered in the name of Cede &Co. (DTC ’ spartnership nominee) orsuchothername asmayberequested byanauthorized representative of DTC.One fully-registered Series2002BBond willbeissued foreachmaturity of the Series2002BBonds,each in the aggregateprincipalamountof suchmaturity,and willbedeposited withDTC.If,however,the aggregate principalamountof anymaturity of the Series2002BBondsexceeds$500 million,one Bond of suchmaturity will beissued withrespecttoeach$500 million of principalamount,and anadditionalBond will beissued withrespect to any remaining principal amount of suchmaturity.

2.DTC, the world’ slargest depository,isalimited-purposetrust companyorganized underthe New YorkBanking Law,a “ banking organization ” withinthe meaning of the NewYorkBanking Law,amemberof the FederalReserveSystem,a “ clearingcorporation” withinthe meaning of the NewYorkUniformCommercialCode, and a “ clearingagency ” registered pursuanttothe provisionsof Section 17Aof the SecuritiesExchange Actof 1934. DTCholdsand providesassetservicingforovertwomillion issuesof U.S.and non-U.S.equity issues, corporateand municipaldebtissues,and moneymarketinstruments from over85 countriesthat DTC ’ sparticipants (DirectParticipants)depositwithDTC.DTCalsofacilitatesthe post-trade settlementamong DirectParticipants of salesand othersecuritiestransactionsin deposited securities,through electroniccomputerized book-entry transfers and pledgesbetween DirectParticipants’ accounts.Thiseliminatesthe need forphysicalmovementof securities certificates.DirectParticipants include bothU.S.and non-U.S.securitiesbrokers and dealers,banks,trust companies,clearingcorporations,and certain otherorganizations.DTCisawholly-owned subsidiary of The Depository Trust &ClearingCorporation (DTCC). DTCC, in turn,isowned byanumberof DirectParticipants of DTCand Members of the NationalSecuritiesClearingCorporation,GovernmentSecuritiesClearingCorporation, MBS Clearing Corporation, and Emerging Markets ClearingCorporation (NSCC, GSCC, MBSCC, and EMCC, also subsidiariesof DTCC),aswell asbythe NewYorkStockExchange,Inc.,the AmericanStockExchange LLC, and the NationalAssociation of SecuritiesDealers,Inc.Access tothe DTCsystem isalsoavailable toothers suchas bothU.S.and non-U.S.securitiesbrokers and dealers,banks,trust companiesand clearing corporationsthatclear through ormaintain acustodialrelationship withaDirectParticipant,eitherdirectlyorindirectly(Indirect Participants). DTC has Standard & Poor ’ s highest rating:AAA. The DTC Rulesapplicable to Participants areonfile with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

3.Purchasesof Series2002BBondsunderthe DTCsystem must bemade byorthrough Direct Participants,whichwill receiveacreditforthe Series2002BBondson DTC ’ srecords.The ownership interest of eachactualpurchaserof eachSeries2002BBond (BeneficialOwner)isin turntoberecorded on the Directand IndirectParticipants’ records.BeneficialOwners willnotreceivewritten confirmationfrom DTCof theirpurchase. BeneficialOwners are,however,expected toreceivewritten confirmationsproviding detailsof the transaction,as well asperiodicstatements of theirholdings,from the DirectorIndirectParticipantthrough whichthe Beneficial Ownerentered intothe transaction. Transfers of ownership interestsin the Series2002BBondsaretobe accomplished byentriesmade on the booksof Directand IndirectParticipants actingonbehalf of Beneficial Owners.BeneficialOwners willnotreceivecertificatesrepresentingtheirownership interestsin Series2002B Bonds, except in the event thatuse of the book-entry system for the Series 2002B Bonds is discontinued.

4. Tofacilitatesubsequenttransfers,all Series2002BBondsdeposited byDirectParticipants with DTC are registered in the name of DTC ’ s partnership nominee, Cede &Co., or such othername asmay berequested byanauthorized representativeofDTC.The depositof Series2002BBondswithDTCand theirregistrationinthe name of Cede &Co. orsuchotherDTCnominee do noteffectanychange in beneficialownership. DTChasno knowledge of the actualBeneficialOwners of the Series2002BBonds; DTC ’ srecordsreflectonlythe identity of the DirectParticipants towhoseaccounts suchSeries2002BBondsarecredited,whichmayormaynotbethe BeneficialOwners.The Directand IndirectParticipants willremain responsible forkeeping accountof their holdings on behalf of their customers.

ATTACHMENT 1-1 5. Conveyanceofnoticesand othercommunicationsbyDTCtoDirectParticipants,byDirect Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners willbe governed byarrangements among them,subjecttoanystatutory orregulatory requirements asmaybeineffectfrom timetotime. BeneficialOwners of Series2002BBondsmaywishtotake certain stepstoaugmentthe transmission tothemofnoticesof significantevents withrespecttothe Series2002BBonds,suchasredemptions,tenders, defaults,and proposed amendments tothe Series2002BBond documents.Forexample,BeneficialOwners of the Series2002BBondsmaywishtoascertain thatthe nominee holding the Series2002BBondsfortheirbenefithas agreed toobtain and transmitnoticestoBeneficialOwners.Inthe alternative,BeneficialOwners maywishto provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

6.Redemption noticesshall besenttoDTC.Ifless thanall of the Series2002BBondsof any maturity arebeing redeemed, DTC ’ spracticeistodetermine bylotthe amountof the interest of eachDirect Participant in suchmaturity to be redeemed.

7.NeitherDTCnorCede &Co. (noranyotherDTCnominee) willconsentorvotewithrespectto the Series2002BBondsunless authorized byaDirectParticipantin accordancewith DTC ’ sProcedures.Underits usualprocedures,DTC mailsanOmnibus Proxy to TBTA assoon aspossible afterthe recorddate. The Omnibus Proxy assignsCede &Co.’ sconsentingorvotingrights to thoseDirect Participants towhoseaccounts Series2002B Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceedsand principaland interest payments on the Series2002BBondswill be made toCede &Co.,orsuchothernominee asmayberequested byanauthorized representativeofDTC. DTC ’ s practiceistocreditDirectParticipants’ accounts upon DTC ’ sreceiptof fundsand corresponding detail information from TBTA orthe Trustee,on payable dateinaccordancewiththeirrespectiveholdingsshownon DTC ’ srecords. Payments byParticipants toBeneficialOwners will begoverned bystanding instructionsand customary practices, asisthe casewithsecuritiesheld forthe accounts of customers in bearerformorregistered in “ streetname, ” and willbethe responsibility of suchParticipantand notof DTC, the Trustee or TBTA,subjecttoanystatutory or regulatory requirements asmaybeineffectfrom timetotime. Paymentof redemption proceedsand principaland interest payments toCede &Co. (orsuchothernominee asmayberequested byanauthorized representativeof DTC)isthe responsibility of TBTA orthe Trustee,disbursement of suchpayments toDirectParticipants will bethe responsibility of DTC, and disbursementof suchpayments tothe BeneficialOwners willbethe responsibility of Direct and Indirect Participants.

9. DTCmaydiscontinueproviding its servicesasdepository withrespecttothe Series2002BBonds atanytimebygivingreasonable noticeto TBTA orthe Trustee. Undersuchcircumstances,in the eventthat a successordepository isnotobtained,certificatesforthe Series2002BBondsarerequired tobeprinted and delivered.

10.TBTAmaydecide todiscontinueuseofthe system of book-entrytransfers through DTC(or a successor depository). In that event, certificatesfor the Series 2002B Bonds will be printed and delivered

THEABOVE INFORMATION CONCERNING DTCAND DTC ’ SBOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT TBTA BELIEVES TO BE RELIABLE, BUT TBTA TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF.

ATTACHMENT 1-2 ATTACHMENT 2

CONTINUING DISCLOSURE UNDER SEC RULE 15c2-12

Inordertoassist the Underwriters in complyingwiththe provisionsof Rule 15c2-12underthe Securities Exchange Act of 1934, as amended ( “ Rule 15c2-12 ” ), TBTA and the Trustee will enter intoawritten agreement(the “ DisclosureAgreement ” )forthe benefitof holders of the Series2002BBondstoprovide continuingdisclosure. TBTAwill undertake toprovide certain financialinformation and operating databyno laterthan120 days afterthe end of each TBTA fiscalyear,commencing withthe fiscalyearending December31,2002 (the “ Annual Information” ),and toprovide noticesof the occurrenceofcertain enumerated events,if material. The Annual Information willbefiled byoron behalf of TBTA witheachNationallyRecognized MunicipalSecurities Information Repository (the “ NRMSIRs ” ) and with the state information depository for the State, if and tothe extent itshall havebeen established and shall beinexistenceand operating asastateinformation depository withinthe meaning of Rule 15c2-12(the “ StateDepository” ). Noticesof materialevents willbefiled byoron behalf of TBTA with NRMSIRsorthe MunicipalSecuritiesRulemaking Board(the "MSRB") and withthe StateDepository.The natureofthe information tobeprovided in the AnnualInformation and the noticesof materialevents issetforth below.

Pursuant to Rule 15c2-12 TBTA will undertake forthe benefitof holders of Series2002B Bondstoprovide orcausetobeprovided eitherdirectlyorthrough the Trustee,audited financialstatements byno laterthan120 days afterthe endofeachfiscalyearcommencing withthe fiscalyearending December31,2002,whenand if such audited financialstatements becomeavailable and,if suchaudited financialstatements arenotavailable on the date which is 120 days after the end of afiscalyear,the unaudited financialstatements forsuchfiscalyear. TBTA annual financial statements will be filed with each NRMSIR and the State Depository.

The required Annual Information shall include at least the following:

1. information of the type included in Appendix A under the following captions:

a. “ The Triborough Bridge and Tunnel Authority – Authorized Projects of TBTA” , b. “ The Triborough Bridge and Tunnel Authority – Present Facilities ” , c. “ The Triborough Bridge and Tunnel Authority – Toll Rates ” , d. “ The Triborough Bridge and Tunnel Authority – CompetingFacilitiesand Other Matters” , and e. “ The Triborough Bridge and Tunnel Authority – Employees,LaborRelationsand Pension Obligations ” ,

2.information regarding the capitalprogramsof TBTA,aswell asof related public authoritieswhoseoperating needs,financing activitiesand capitalprogramsmayhaveamaterialimpacton the operations and financing activities of TBTA,

3.apresentation of changestoindebtedness issued by TBTA underthe TBTA Resolution, aswellasinformation concerning changesto TBTA’ sdebtservicerequirements on suchindebtedness payable from Revenues,

4. historical information concerning traffic, revenues,operating expenses, TBTA Resolution debtserviceand debtservicecoverage of the type included in thisOfficialStatementin Table 2 and included byspecificreferencein Appendix A underthe heading “ REVENUESOFTHE RELATED ENTITIES – TBTA Surplus” ,

5. material litigation related to any of the foregoing, and

6.suchnarrativeexplanation asmaybenecessary toavoid misunderstanding and toassist the readerin understanding the presentation of financialinformation and operating dataconcerning,and in judging the financial condition of, TBTA.

ATTACHMENT 2-1 All oranyportion of the AnnualInformation aswell asrequired audited financialstatements maybe incorporated therein byspecificreferencetoanyotherdocuments whichhavebeen filed with(a)the NRMSIRsand the StateDepository or(b)the Securitiesand Exchange Commission;provided,however,thatif the documentisan officialstatement,itshall havebeen filed withthe MSRB and need nothavebeen filed elsewhere. Annual Information foranyfiscalyearcontaininganyamended operating dataorfinancialinformation forsuchfiscalyear shall explain,in narrativeform,the reasonsforsuchamendmentand the impactof the change on the type of operating dataorfinancialinformation in the AnnualInformationbeing provided forsuchfiscalyear.Ifachange in accountingprinciplesisincluded in anysuchamendment,suchinformation shall presentacomparison betweenthe financialstatements orinformationprepared on the basisof the amended accountingprinciplesand thoseprepared on the basisof the formeraccountingprinciples.Suchcomparison shall include aqualitativediscussionofthe differences in the accounting principles and the impact of the change in the accountingprincipleson the presentation of the financialinformation. Tothe extentfeasible,suchcomparison shall alsobequantitative. Anoticeofanysuch change in accounting principles shall be sent to each NRMSIR or to the MSRB, and to the State Depository.

TBTAwill undertake,forthe benefitof holders of the Series2002BBonds,toprovide orcausetobe provided:

1. to each NRMSIR or to the MSRB and to the State Depository, in atimelymanner,noticeof any of the events listed underthe heading “ CONTINUING DISCLOSURE” in thisOfficialStatement with respect to the Series 2002B Bonds, if material, and

2.toeach NRMSIRortothe MSRB, and tothe StateDepository,in atimelymanner,noticeof a failuretoprovide anyAnnualInformationrequired bysuchundertaking oranyrequired audited financial statements.

The DisclosureAgreementprovidesthatif anypartytothe DisclosureAgreementfailstocomplywithany provisionsof its undertaking described herein,then anyholderof the Series2002BBonds(whichwill include beneficialowners duringanyperiod thatDTCacts assecuritiesdepository for,and DTCorits nominee isthe registered ownerof,the Series2002BBonds)mayenforce,forthe equalbenefitand protection of all holders similarlysituated,bymandamus orothersuitorproceeding atlaworin equity,the undertaking against suchparty and any of its officers,agents and employees,and maycompel suchpartyoranyof its officers,agents oremployees toperformand carry out theirdutiesthereunder; provided thatthe sole and exclusiveremedyforbreachunderthe undertaking isanaction tocompel specificperformance,and no person orentity,including anyholderof Series 2002BBonds,mayrecovermonetary damagesthereunderunderanycircumstances,and provided furtherthatany challenge tothe adequacyof anyinformationunderthe undertaking maybebroughtonlybythe Trustee orthe holders of 25percentin aggregateprincipalamountof the Series2002BBondsatthe timeOutstanding whichare affected thereby.Eachofthe TBTA and the Trustee reservesthe right,but shall notbeobligated to,enforcethe obligationsof the others.Failuretocomplywithanyprovisionsof the undertaking shall notconstituteadefault underthe TBTA Resolutionnorgiverighttothe Trustee oranyBondholdertoexerciseanyremediesunderthe TBTAResolution. Inaddition,if all oranypart of Rule 15c2-12ceasestobeineffectforanyreason,then the information required tobeprovided underthe undertaking insofarasthe provisionofRule 15c2-12no longerin effect required the provision of such information, shall no longer be required to be provided.

The foregoing isintended tosetforthageneraldescription of the type of financialinformationand operating datathatwillbeprovided;the descriptionsarenotintended tostatemorethangeneralcategoriesof financialinformationand operating data;and where TBTA’ sundertaking callsforinformation thatno longercanbe generated orisno longerrelevantbecausethe operationstowhichitrelated havebeen materiallychanged or discontinued,astatementtothateffectwill beprovided. TBTAdoesnotanticipatethatitoften will benecessary to amend the undertaking. The undertaking,however,maybeamended ormodified undercertain circumstancesset forth therein and the undertaking will continueuntil the earlierof the datethe Series2002BBondshavebeen paid in full orlegally defeased pursuanttothe TBTA Resolution orthe datethe undertaking isno longerrequired bylaw. Copies of the undertaking when executed by the partieswill be on file at the office of MTA.

ATTACHMENT 2-2 ATTACHMENT 3

FORM OF OPINION OF BOND COUNSEL

Upon delivery of the Series2002BBondsin definitiveform,Hawkins,Delafield &Wood,NewYork, NewYork,Bond Counsel to TBTA, proposestorenderits finalapproving opinion in substantiallythe following form:

[Date of Closing]

Triborough Bridge and Tunnel Authority New York, NewYork

Ladies and Gentlemen:

Wehaveexamined acertified copyof the recordofproceedingsof the Triborough Bridge and Tunnel Authority (the “ TBTA” )and otherproofssubmitted tous relativetothe issuanceof$2,157,065,000 aggregate principal amount of Triborough Bridge and Tunnel Authority GeneralRevenueRefunding Bonds,Series2002B(the “ Series 2002B Bonds ” ).

All termsdefined in the Resolution(hereinafterdefined) and used herein shall havethe respective meanings assigned in the Resolution, exceptwhere the context hereof otherwise requires.

The Series2002BBondsareissued underand pursuanttothe Constitutionand statutesof the StateofNew York(the “ State ” ),including the Triborough Bridge and Tunnel Authority Act,being Title 3 of Article 3of the PublicAuthoritiesLaw,Chapter43-Aof the Consolidated Laws of the StateofNewYork,asamended tothe date of thisopinion letter(hereincalled the “ IssuerAct ” ),and underand pursuanttoproceedingsof TBTA dulytaken, including aresolutionadopted bythe members of TBTA on March 26,2002 entitled “ GeneralResolution Authorizing GeneralRevenueObligations ” ,assupplemented byaresolution of said members adopted on June 26, 2002 (collectively, the “ Resolution” ).

The Series2002BBondsaredated,mature,arepayable,bearinterest and aresubjecttoredemption,all as provided in the Resolution.

Aportion of the proceedsof the Series2002BBondsisbeing used torefund certain of the outstanding bondsorbeneficialinterest certificatesof TBTA issued orincurred pursuanttoone ormoreofthe resolutionsor trust agreements pursuanttowhichthe PriorLien Obligationshavebeen issued orincurred (collectively,referred to as,the “ PriorResolutions ” ),suchbondsorbeneficialinterest certificateshavingbeen issued orincurred in multiple seriesand asdescribed in the hereinafterdefined EscrowAgreements asbeing refunded withproceedsof the Series 2002BBonds(collectively,the “ Refunded Bonds ” ). Aportion of the proceedsof the Series 2002BBondstogether withanyotheramounts made available by TBTA (collectively,the “ DefeasanceDeposit ” )hasbeen used to purchasedirectobligationsof the United Statesof America in anaggregateamountsufficient,togetherwithany amounts held uninvested,topaywhenduethe principalorapplicable redemption priceofand interest dueand to becomedueonsaid Refunded Bonds(the “ DefeasanceRequirement ” ). SuchDefeasanceDepositisbeing held in trust underescrowagreements,eachdated October__,2002 (collectively,the “ EscrowAgreements” ),byand between TBTA (and the TransitAuthority in the caseofthe escrowagreementrelating tocertain beneficialinterest certificates)and U.S.Bank Trust NationalAssociation and The Bank of NewYork,respectively,asescrowagents thereunderand assuccessortrusteesunderthe applicable PriorResolutions(the “ PriorTrustees ” ). TBTA hasgiven the Prior Trustees, in form satisfactory to each of them, irrevocable instructions to give notice in accordancewiththe PriorResolutionsof the redemption of thoseRefunded Bondsbeing redeemedpriortomaturity and the depositof the DefeasanceDeposit.Samuel Klein &Co.,certified publicaccountants,haveprepared areport stating thatthey havereviewed the accuracyof the mathematicalcomputationsof the adequacyof the DefeasanceDeposit,as invested,topayin full the DefeasanceRequirementwhendue. Wehaveundertaken no independentverificationof the adequacyof the Defeasance Deposit.

ATTACHMENT 3-1 The InternalRevenueCode of 1986,asamended (the “ Code” ),establishescertain requirements thatmust bemetsubsequenttothe issuance and delivery of the Series2002BBondsin orderthatinterest on the Series2002B Bondsbeand remain excluded from gross incomeforfederalincometaxpurposesunderSection 103 of the Code. We have examined the Arbitrage and Use of Proceeds Certificate of the TBTA,dated the datehereof (the “ Arbitrage and UseofProceedsCertificate ” ),in whichthe TBTA hasmade representations,statements of intention and reasonable expectation,certificationsof factand covenants relatingtothe federaltaxstatusof interest on the Series 2002BBonds,including,but notlimited to,certain representationswithrespecttothe useofthe proceedsof the Series2002BBondsand the investmentof certain funds.The Arbitrage and UseofProceedsCertificateobligates the TBTA totake certain actionsnecessary tocauseinterest on the Series2002BBondstobeexcluded from gross income pursuant to Section 103 of the Code. Noncompliancewith the requirements of the Code could causeinterest on the Series2002BBondstobeincluded in gross incomeforfederalincometaxpurposesretroactivetothe dateof issuance,irrespectiveof the dateonwhichsuchnoncomplianceoccurs orisascertained. The TBTA hascovenanted in the Resolution tomaintain the exclusion of the interest on the Series2002BBondsfrom gross incomeforfederal income tax purposes pursuant to Section 103 of the Code.

Inrendering the opinioninparagraph 5hereof,wehaverelied upon and assumed the materialaccuracyof the representations,statements of intention and reasonable expectation and certificationsof factcontained in the Arbitrage and UseofProceedsCertificatewithrespecttomatters affecting the exclusionofinterest on the Series 2002B Bonds from gross income for federal income tax purposesunderSection 103 of the Code and (compliance by the TBTA withproceduresand covenants setforthinthe Arbitrage and UseofProceedsCertificateastosuchtax matters.

Wehavealsoexamined one of said Series2002BBondsasexecuted and,in our opinion,the formofsaid Series 2002B Bond and its execution are regular and proper.

We are of the opinion that:

1. TBTAisdulycreated and validlyexistingunderthe laws of the State,including the Constitution of the State and the IssuerAct.

2.TBTAhasthe rightand powerunderthe IssuerActtoadoptthe Resolution. The Resolution has been dulyand lawfullyadopted by TBTA,isin full forceand effect,isvalid and binding upon TBTA,and is enforceable in accordancewithits terms,and no otherauthorization forthe Resolutionisrequired. The Resolution createsthe valid pledge whichitpurports tocreateofthe Trust Estate,subjectonlytothe provisionsof the Resolution permittingthe application thereof forthe purposesand on the termsand conditionssetforthinthe Resolution, including the prior pledge of anyPrior Lien Obligationswhich remain outstanding.

3.The Series2002BBondshavebeen dulyand validlyauthorized and issued in accordancewiththe laws of the State,including the Constitution of the Stateand the IssuerAct,and in accordancewiththe Resolution, and arevalid and binding directand generalobligationsof TBTA,enforceable in accordancewiththeirtermsand the termsof the Resolution,payable solelyfrom the Trust Estateasprovided in the Resolution,and areentitled to the benefits of the IssuerActand the Resolution. TBTA hasno taxingpowerand the Series2002BBondsarenot debts of the Stateorof anyotherpoliticalsubdivision thereof. TBTA reservesthe righttoissueadditional Obligationsand toincur Parity Debton the termsand conditions,and forthe purposes,provided in the Resolution, on a parity as to security and paymentwith the Series 2002B Bonds.

4. The Series2002BBondsaresecuritiesin whichall publicofficers and bodiesof the Stateand all municipalitiesand politicalsubdivisions,all insurancecompaniesand associationsand otherpersonscarrying on an insurancebusiness,all banks,bankers,trust companies,savingsbanksand savingsassociations,including savings and loan associations, building and loan associations, investment companies and other persons carrying on abanking business,all administrators,guardians,executors,trusteesand otherfiduciaries,and all otherpersonswho areor maybeauthorized toinvest in bondsorotherobligationsof the State,mayproperlyand legallyinvest funds including capitalintheircontrol orbelonging tothemtothe extentthatthe legality of suchinvestmentisgoverned bythe laws of the State;and whichmaybedeposited withand shall bereceived byall publicofficers and bodiesof the Stateand all municipalitiesand politicalsubdivisionsforanypurposeforwhichthe depositof bondsorother obligations of the State is ormay be authorized.

ATTACHMENT 3-2 5. Underexisting statutesand court decisions (i) interest on the Series2002BBondsisexcluded from gross incomeforfederalincometaxpurposespursuanttoSection 103 of the Code,and (ii) interest on the Series2002BBondsisnottreated asapreferenceitem in calculatingthe alternativeminimumtaximposed on individualsand corporationsunderthe Code;suchinterest,however,isincluded in the adjusted currentearningsof certain corporations for purposes of calculating the alternativeminimum tax imposed on such corporations.

6.Underexisting statutes,interest on the Series2002BBondsisexemptfrom personalincometaxes imposed by the State or any political subdivision thereof.

7.The Escrow Agreements haveeachbeendulyauthorized,executed and delivered by TBTA (and, as applicable, the Transit Authority), and, assuming the due authorization, execution and delivery of eachof them by the respectivePriorTrustees,eachofthe EscrowAgreements isavalid and binding obligationof TBTA (and the TransitAuthority,asapplicable),enforceable in accordancewithits respectiveterms.The Refunded Bondshave been paid within the meaning and withthe effectexpressed in the PriorResolutions,and the covenants,agreements and other obligations of TBTA to the holders of the Refunded Bonds have been discharged and satisfied.

The opinionsexpressed in paragraphs2and 3abovearesubjecttoapplicable bankruptcy,insolvency, reorganization,moratoriumand otherlaws heretoforeorhereafterenacted affecting creditors' rights and aresubject tothe application of principlesof equity relating tooraffecting the enforcementof contractualobligations,whether such enforcement is considered in a proceeding in equity or at law.

Exceptasstated in paragraphs5and 6,weexpress no opinion regarding anyotherfederal,state,localor foreign tax consequenceswith respect to the Series 2002B Bonds. We express no opinion on the effect of anyaction hereaftertaken ornottaken in relianceupon anopinion of othercounsel on the exclusionfrom gross incomefor federal income tax purposes of interest on the Series 2002B Bonds, or under state, local and foreign tax law.

Weexpress no opinion astothe accuracyorsufficiencyof anyfinancialorotherinformation whichhas been orwill be supplied to purchasers of the Series 2002B Bonds.

Thisopinion letterisrendered solelywithregardtothe matters expresslyopined on aboveand doesnot considerorextend toanydocuments,agreements,representationsorothermaterialofanykind notspecifically opined on above. Nootheropinionsareintended norshould theybeinferred. Thisopinion letterisissued asof the datehereof,and weassume no obligationtoupdate,reviseorsupplementthisopinion lettertoreflectanyfuture actions,facts orcircumstancesthatmayhereaftercometoour attention,oranychangesin law,orin interpretations thereof, thatmay hereafter occur, or for any reason whatsoever.

Very trulyyours,

ATTACHMENT 3-3 [THIS PAGE INTENTIONALLY LEFT BLANK] ATTACHMENT 4

SUMMARY OF CERTAIN PROVISIONS OF

THE TBTA RESOLUTION

The followingsectionscontain definitionsof certain termsused in thisofficialstatementand ageneral summary (Summary)ofcertain provisionsof the TBTA Resolution. (Attachment5 containsasummary of certain otherprovisions of the TBTA Resolution.) The definitionsand Summary arenottobeconsidered afull statementof all termsused in thisofficialstatementorthe termsof the TBTA Resolutionand,accordingly,arequalified by referencetoand aresubjecttothe full text of the officialstatementand the TBTA Resolution. Acopyof the TBTA Resolution maybeobtained upon request from MTA.Inthe followingSummary, TBTA isreferred toasthe “ Issuer ” .

Definitions

Additional TBTA Project shall meanone ormoreTransportation DistrictProjects whichthe Issuermay noworhereafterbeauthorized toundertake. EachAdditional TBTA Projectshall besodesignated bySupplemental Resolution adopted pursuanttothe Resolution,and if notsodesignated shall notbecomeanAdditional TBTA Project.The term “ Additional TBTA Project ” shall notinclude the ConventionCenterProject.Afterthe requirements of the section of the Resolution summarized under the caption “ Additional TBTA Facilities ” havebeen satisfied,the Transportation DistrictProjectsoidentified asan “ Additional TBTA Project ” shall becomeforall purposes of the Resolution a “ TBTA Facility” .

Additional TBTA ProjectRevenues shall mean (i) all rates,fees,tolls,rentalsorotherchargesand other earned incomeand receipts asderived in cashbyorforthe accountof the Issuerfrom anyAdditional TBTA Projects and (ii) the proceedsof useand occupancyinsuranceonany portion of suchAdditional TBTA Projects and of any other insurancewhich insures against loss of revenues therefrom payable to or for the account of the Issuer.

Available TBTA NetRevenues shall meanall amounts on depositin the GeneralAccountunderthe 1980 Resolution whichareavailable tobetransferred tothe Issuerfree and clearof the lienand pledge of the 1980 Resolution in accordancewith the terms thereof.

CapitalCost Obligations shall meanObligationsforCapitalCostsauthenticated and delivered on original issuance.

CapitalCosts shall mean (i) the costsof the IssueroranyotherRelated Entity forthe planning,design, acquisition,construction,reconstruction,rehabilitationor improvementof all oranypart of the TBTA Facilities,the TBTA Transitand Commuter Project oranyAdditional TBTA Project,asappropriate,including costs of acquisition of realorpersonalproperty oranyintereststherein,legal,administrative,engineering,planning,design,studies, insurance,financingcosts (including Costsof Issuance),and initialworking capitalrequired forthe commencement of operation of anysuchprojectand anycapitalcontributions,whetherornotrepresented byequity ordebt securitiesorotherevidencesof indebtedness,made bythe IssueroranyotherRelated Entity toanyPerson participating in TBTA Facilities,the TBTA Transitand CommuterProjectoranyAdditional TBTA Projectforthe purposeoffunding anycostsdescribed in thisclause (i);(ii) amounts paid intoanyFund or Accountupon the issuanceofanyObligations; and (iii) paymentwhendue(whetheratthe maturity of principaloron the duedateof interest orupon redemption orwhenotherwisedue,including bypurchaseorthrough tenderorexchange) on any indebtedness orobligationofthe IssueroranyotherRelated Entity whichwasissued orincurred tofinancecosts thatcould atthe timeofsuchpaymentbefunded directlyhereunder,including Obligations,ObligationAnticipation Notes,Parity Debt,Subordinated Indebtedness,Subordinated ContractIndebtedness,oranytermination orother payments forfinancialhedging arrangements,oranysuchindebtedness orobligation issued orincurred byany Related Entity in connection withthe TBTA Facilities,the TBTA Transitand CommuterProjectoranyAdditional TBTAProject, as appropriate.

COI Account shall mean the Account bythat name established in the Proceeds Fund.

ATTACHMENT 4-1 Convention CenterProject shall meanall land,buildings,improvements (excluding the elevated railroad structurelocated thereon),betterments,fixed furnishingsand otherproperty,realorpersonal,and all appurtenances theretoand interests therein,comprising the conventionand exhibitioncenterprojectauthorized underthe Issuer Act,including facilitiesancillary orfunctionallyrelated thereto,atalocation generallybounded bythirty-ninth streeton the north,thirtiethstreeton the south,eleventhavenueonthe east and twelfthavenueonthe west in New York county, as such boundaries or facility may bemodified or expanded from time to time.

Debt Service Fund shall meanthe Fund by thatname established in the Resolution.

IndependentEngineer shall meananengineerorengineeringfirmorcorporation of nationalreputation retained by the Issuer to performthe acts and carry out the duties provided for such engineer in the Resolution.

Issuer shall mean TBTA.

MaximumAnnualCalculated DebtService shall mean,asof anydateofcalculation,anamountequalto the greatest amount of Calculated Debt Service for the then current or any future calendaryear.

1980Resolution shall meanthe 1980RevenueBond Resolutionadopted bythe Issueron July23,1980,as amended and supplemented.

Obligations shall meananybonds,notes,commercialpaperorotherformofindebtedness of the Issuer payable from the DebtServiceFund,authorized bythe section of the Resolution summarized underthe caption “ Authorization of the Obligations ” and delivered pursuanttothe sectionofthe Resolutionsummarized underthe caption “ GeneralProvisionsforIssuanceofObligations ” orauthorized pursuanttothe section of the Resolution summarized underthe caption “ SpecialProvisionsforCapitalCost Obligations ” , but excluding Obligation AnticipationNotestothe extentpayable from,and expected byanAuthorized Officertobepaid from,the proceeds of Obligations or other ObligationAnticipation Notes.

Operating Expenses shall meanthe Issuer ’ sexpenses(including reservesforsuchexpensesnotmonthly recurrent)incurred in the normalcourseofbusiness foroperation,maintenance,repair,ordinary replacements and ordinary reconstruction of the TBTA Facilitiesand shall include,without limitingthe generality of the foregoing: administrativeexpenses,insurancepremiums,legaland engineeringexpenses,pension,retirement,healthand hospitalizationpayments,chargespayable bythe Issuerpursuanttoanylicenses,orders ormandatesfrom any agencyorregulatory bodyhavinglawfuljurisdiction,anypayments in lieuof taxesorotherpayments tomunicipal governments agreed tobepaid bythe Issuerand anytaxes,governmentalcharges,amounts agreed tobepaid bythe IssuertoanyotherPerson duetothe useoftoll,fee orfaremediabyaccountholders topayforgoodsorservices provided bysuchPerson,and anyotherexpensesrequired tobepaid bythe Issuer,all tothe extentproperlyand directlyattributable toany TBTA Facility,financing costs of anySeriesof Obligations,the expenses,liabilitiesand compensation of the Fiduciariespursuanttoanyagreementexecuted bythe Issuer,all costsand expensesassociated withorarising out of the research,development(including feasibility and otherstudies)and/orimplementation of anyproject,facility,system,taskormeasuredeemeddesirable ornecessary bythe Issuer,and all othercosts and expensesarisingout of orin connection withthe conductof Issuerbusiness,including thoseexpensesthe payment of which isnot immediately required. Notwithstanding the foregoing, Operating Expensesshall exclude (i)anycosts and expensesattributable to(a)the TBTATransitand Commuter Project, (b)anyAdditional TBTA Projectuntil the requirements of the section of the Resolution summarized under the caption “ Additional TBTA Facilities ” havebeen satisfied or(c) anySeparately Financed Project,(ii) anycostsorexpensesfornewconstruction orforreconstruction otherthanrestoration of anypart of a TBTA Facility tothe conditionofserviceability thereof whennew,or(iii) any provision for depreciation, amortization or similar charges.

PriorLien Obligations shall mean anybonds,notesorotherobligations(including anyrelated contractual obligations)ofthe Issuerthatwereissued pursuanttoaresolution adopted priortothe dateofadoption of the Resolution,aresecured byall oranyportion of the Revenuesand remain outstanding followingthe dateofissuance of the initialSeriesof Obligationsunderthe Resolution,including anysuchbondsand notesissued underthe (i) 1980Resolution,(ii) 1991 SpecialObligation Resolution adopted bythe Issueron July26,1991,asamended and supplemented,(iii) 1994 Subordinated Bond Resolutionadopted bythe Issueron March25,1994,asamended and

ATTACHMENT 4-2 supplemented,and (iv)Trust Agreement,dated asof April 1,1993,byand among the TransitAuthority,United States Trust Company of New York (asCertificate Trustee and asLessor-Trustee) and the Issuer.

Proceeds Fund shall mean the fund bythat name established in the Resolution.

Refunding Obligations shall meanall Obligationsforrefunding purposesauthenticated and delivered on original issuance.

Resolution shall meanthe GeneralResolution Authorizing GeneralRevenueObligations(including the StandardResolution Provisionssetforthas Annex A tothe Resolution),asfrom timetotimeamended or supplemented bySupplementalResolutions in accordancewith the terms thereof.

Revenue Fund shall mean the fund bythatname established in the Resolution.

Revenues shall meanall tolls,revenues,rates,fees,charges,rents,proceedsof useand occupancy insuranceonanyportion of the TBTA Facilities(including forpurposesof thisdefinitiononly,suchnetrevenues derived from the “ Battery Parking Garage” adjacenttothe ManhattanPlazaof the Brooklyn-Battery Tunnel) and of any other insurancewhich insures against loss of Revenues therefrom payable to or for the account of the Issuer, and otherincomeand receipts,asreceived bythe Issuerdirectlyorindirectlyfrom anyof the Issuer'soperations, including the ownership oroperation of any TBTA Facilities, but excluding (i)Additional TBTA ProjectRevenues attributable toanyAdditional TBTA Projectthathasnotbeen designated asa TBTA Facility in accordancewiththe Resolution (unless suchAdditional TBTA ProjectRevenueshaveotherwisebeen pledged tothe paymentof Obligationsand Parity Debt),(ii) anysuchincomeorreceipts attributable directlyorindirectlytothe ownership or operation of anySeparatelyFinanced Projectorthe TBTATransitand CommuterProject,(iii) anysuchincomeor receipts attributable directlyorindirectlytoamounts released from,orotherwisenotsubjectto,the pledge and lien of the Resolution,or(iv)anyfederalorstategrantmoneythe receiptof whichisconditioned upon its expenditure for a particular purpose or which is otherwise not legally available for application.

Separately Financed Project shall mean any project described as such in the Resolution.

StandardResolution Provisions shall meanthe StandardResolutionProvisionsappended tothe Resolution as Annex A .

TBTA Facilities shall mean all or any portion of any one or more of the following:

(1) the bridge in the City,known and herein referred to as “ Triborough Bridge” , (2)the bridge in the City,known and herein referred to as “ Bronx-Whitestone Bridge” , (3)the bridge in the City,known and herein referred to as “ Henry Hudson Bridge” , (4) the bridge in the City,known and herein referred to as “ Marine Parkway-Gil Hodges Memorial Bridge” , (5) the bridge in the City,known and herein referred to as “ Cross Bay Veterans Memorial Bridge” , (6)the bridge in the City,known and herein referred to as “ Throgs Neck Bridge” , (7)the bridge in the City,known and herein referred to as “ Verrazano-Narrows Bridge” , (8) the tunnel in the City, known and herein referred to as “ Queens-Midtown Tunnel” , and (9) the tunnel in the City, known and herein referred to as “ Brooklyn-Battery Tunnel” , togetherwith,in the caseofeachofthe foregoing,suchincidentalstructures,appurtenancesand facilitiesasare necessary orappropriatethereto. Forthe purposeofthe foregoing definitions “ approaches ” shall meanstructures necessary orconvenienttogiveaccess toa TBTA Facility from connecting streets,roads,parkways,highways and avenues.Inaddition,anyAdditional TBTA Projectthathasmetthe requirements of the Resolution shall thereafter becomefor all purposes of the Resolution a “ TBTA Facility” .

TBTA Transitand CommuterProject shall meananyTransportation DistrictProjectthatmaybe financed withobligationsissued bythe Issuer,in accordancewithapplicable law,forthe benefitof anytransit system or commuter system.

ATTACHMENT 4-3 Trust Estate shall mean,collectively,but subjecttothe termsand provisionsof the Resolution,all right, title and interest of the Issuer in:

(i)the proceeds of the sale of the Obligations,

(ii) the Revenues, and

(iii) all Funds,Accounts and subaccounts established bythe Resolution(otherthanfunds,and any accounts and subaccounts therein,established pursuanttoaSupplementalResolutionin connectionwithVariable Interest RateObligations,Put Obligations,Parity Debt,Subordinated Indebtedness orSubordinated ContractObligations; provided,however,thatsuchfunds,accounts and subaccounts arespecificallyexcepted from the Trust Estatebythe SupplementalResolution authorizingsuchVariable Interest RateObligations,Put Obligations,Subordinated Indebtedness or Subordinated Contract Obligations), including the investments, if any, thereof.

(Section 102)

Standard Resolution Provisions

Exceptasotherwisespecificallyprovided in the ResolutionorbySupplementalResolution,the Standard Resolution Provisionsappended tothe Resolution asAnnexAconstituteanintegralpart of the Resolutionand have the same force and effect as if setforth in the forepart of the Resolution.

(Section 101)

Authorization of the Obligations

The ResolutionauthorizesObligationsof the Issuerdesignated as “ GeneralRevenueObligations ” ,which may beissued in one ormoreSeriesor subseries.Obligationsmaybeissued as Tax-ExemptObligations,as Taxable Obligations,asobligationswhichconvert on aparticulardateordatesfrom Taxable ObligationstoTax-Exempt Obligations,orasTaxable Obligationswhichare mandatorilyexchangeable on aparticulardateordatesforTax- ExemptObligations,orotherwiseasdetermined bySupplementalResolution. The Obligationsshall bedirectand generalobligations of the Issuerpayable solelyfrom the Trust Estatepledged tothe paymentthereof pursuanttothe first paragraph of the section of the Resolution summarized underthe caption “ The Pledge Effected bythe Resolution” .The aggregateprincipalamountof the Obligationswhichmaybeexecuted and delivered underthe Resolution is not limited except as provided in the Resolution or asmayfrom time to time be limited by law.

(Section 201)

General Provisions for Issuance of Obligations

The Opinion of Bond Counsel required bythe Resolutionforthe issuanceofObligationsshall betothe effectthatthe Obligationsarevalid,binding,directand generalobligationsof the Issuer,enforceable in accordance withtheirtermsand the termsof the Resolution and entitled tothe benefits of the IssuerActasamended tothe date of such Opinion of Bond Counsel.

(Section 202)

Special Provisions for Capital Cost Obligations

The Obligationsissued topay,ortoprovide forthe paymentof,all orpart of CapitalCostsrelating to TBTA Facilities onlyupon receiptbythe Trustee (in addition tothe itemsrequired bythe section of the Resolution summarized underthe caption "GeneralProvisionsforIssuanceofObligations"and paragraph 3of thiscaption) of the certification of anAuthorized Officerthatthe proceedsthereof aretobeapplied toCapitalCosts relating to

ATTACHMENT 4-4 TBTA Facilitiesfor the purpose of keeping such TBTA Facilities in good operating condition orpreventingaloss of Revenues or Revenues after payment of Operating Expenses derived from such TBTA Facilities.

The Obligationsissued topayorprovide forthe paymentof all orpart of CapitalCosts relatingtothe TBTATransitand CommuterProjectoranyAdditional TBTA Projectorany TBTA Facilitiesforapurposeother than as setforth in the previous paragraph, in each case only upon receipt by the Trustee of:

(a)AcertificateofanAuthorized Officersetting forth (i)the aggregateprincipalamountof all Obligationsand Parity Debtof all SeriestobeOutstanding immediatelyaftersuchauthentication and delivery,(ii) the Calculated DebtServiceforsuchObligationsand Parity Debtforthe then currentand eachfuturecalendaryear,and (iii) the MaximumAnnualCalculated DebtServicefor suchperiod,including,in eachcase,the proposed CapitalCost Obligationsand anyproposed Refunding Obligationsbeing treated asCapitalCost Obligationsforpurposesof clause(ii) of the second paragraph underthe sectionofthe Resolution summarized underthe caption “ Refunding Obligations ” hereof but excluding anyObligationsor Parity Debttoberefunded with the proceeds of such Refunding Obligations.

(b)AcertificateofanAuthorized Officersetting forththe Revenuesand Operating Expensesforany period of 12consecutivecalendarmonthsout of the 18 completecalendarmonthsnext preceding the dateofauthenticationand delivery of the Obligationsof suchSeries(forpurposesof this caption only,the “ TwelveMonthPeriod” );provided thatin suchcertificate (i)if,on the dateof authentication and delivery of the Obligationsof suchSeries,any TBTA Facility shall nothave been a TBTAFacility forall oranypart of the TwelveMonth Period,the Revenuesand Operating Expensesof all TBTA Facilitiesshall be,respectively,increased bythe revenuesand operating expensesof such TBTA Facility forsuch TwelveMonthPeriod orpart thereof calculated asif the respectivedefinitionsof “ Revenues ” and “ OperatingExpenses ” in the Resolution hadbeen applicable thereto,(ii) if,on the dateofauthentication and delivery of the Obligationsof such Series,the toll rateforanyclassificationofvehiclesusing anyvehiculartoll TBTA Facility shall beless thanitwasduring anypart of the TwelveMonthPeriod,then solelyforthe purposesof such certificate, the Revenues for the TwelveMonth Period shall bedecreased by an amountequal tothe differenceinsuchtoll ratemultiplied bythe numberof suchvehicleswhichused such TBTAFacility duringsuchpart of the TwelveMonthPeriod,and (iii) if during the TwelveMonth Period the toll rateforanyclassificationofvehiclesusinganyvehiculartoll TBTA Facility shall havebeen increased,thensolelyforthe purposesof suchcertificate,the Revenuesforthe Twelve MonthPeriod maybeincreased byanamountequaltothe differenceinsuchtoll ratemultiplied bythe numberof suchvehicleswhichused such TBTA Facility during suchpart of the Twelve Month Period;

(c)A certificate of anAuthorized Officer setting forth:

(i)the amount of Revenues for the Twelve Month Period specified in the certificate;

(ii) the amountof Operating Expensesforthe TwelveMonthPeriod specified in the certificate;

(iii) the balanceremaining aftersubtractingthe amountsetforthinsubclause(ii) above,from the amountsetforthinsubclause (i),above(forpurposesof thiscaption,the “ Twelve Month Period Net Revenues ” );

(iv)The MaximumAnnualCalculated DebtServiceforall Seriesof Obligationsand Parity DebtOutstanding on the dateofauthentication and delivery of the Seriesof Obligations tobeissued (including suchadditionalObligations),calculated in the mannersetforthin subparagraph (a) of the previous paragraph above under this caption; and

ATTACHMENT 4-5 (v)thatthe TwelveMonthPeriod NetRevenuesareatleast equalto1.40timesthe MaximumAnnualCalculated Debt Service specified in subclause (iv) above.

Notwithstanding the foregoing provisionsof thiscaption,solong asPriorLien Obligationsremain outstanding and Operating Expensesareprovided forunderthe termsof the 1980Resolution,the calculations required bythiscaption shall bemade,but (i)suchcalculationsshall bebased upon Available TBTA NetRevenues during the TwelveMonth Period ratherthanRevenuesand (ii) no subtraction of Operating Expensesfrom Available TBTA Net Revenues shall be required.

(Section 203)

Refunding Obligations

Inaddition to refinancingspermitted underthe section of the Resolution summarized underthe captions “ SpecialProvisionsforCapitalCost Obligations ” and “ ObligationstoRefund Pre-ExistingIndebtedness” ,one or moreSeriesof Refunding Obligationsissued torefund (including byredemption,paymentatmaturity orin connectionwith exchanges or tenders) all or any portion of anyOutstanding Obligations or Parity Debt.

Inaddition tothe requirements of the Resolution,the Refunding Obligationsof anySeriesshall be authenticated and delivered bythe Trustee only upon receipt bythe Trustee of:

(a)Ifthe ObligationsorParity Debttoberefunded aretoberedeemed,instructionstothe Trustee and/ortrustee forthe Parity Debt,satisfactory toit,togiveduenoticeofredemption of all the Obligations or Parity Debt to be refunded on the redemption datesspecified in such instructions;

(b)Ifthe ObligationsorParity Debttoberefunded aretobedeemed paid withinthe meaning of the Resolution, irrevocable instructions to the Trustee and/or trustee for the Parity Debt,satisfactory to it,toprovide noticeinthe mannerprovided in the Resolution withrespecttothe paymentof such Obligations or Parity Debt;

(c)Ifthe ObligationsorParity Debttoberefunded aretobedeemed paid,either (i)moneyor(ii) DefeasanceSecuritiesasshall benecessary tocomplywiththe provisionsof the Resolution or defeasancesecuritiesasshall benecessary withrespecttoParity Debt,whichmoneyand DefeasanceSecurities(ordefeasancesecurities)shall beheld in trust and used onlyasprovided in the Resolution;

(d) Ifthe proceedsof suchSeriesof Refunding Obligationsaretobeutilized by the Issuertopurchase (in connection withatenderfororredemptionofObligationsorParity Debt,orotherwise) ObligationsorParity Debttobedelivered tothe Trustee in satisfaction of aSinking Fund Installment in accordancewith the Resolution, a certificate of anAuthorized Officer specifying the matters required thereby; and

(e) Either (i)acertificateofanAuthorized Officer(A)settingforth(1) the MaximumAnnual Calculated DebtServiceonthe Obligationsand Parity Debt (including the Refunding Obligations then proposed tobeissued but notincluding the Obligationsand Parity Debttoberefunded) and (2)the MaximumAnnualCalculated Serviceonthe Obligationsand Parity Debtascalculated immediatelypriortothe issuanceofthe Refunding Obligations (including the Obligationsand Parity Debttoberefunded but notincluding the Refunding Obligations)and (B)stating thatthe MaximumAnnualCalculated DebtServicesetforthpursuantto(1) aboveisnotgreaterthanthe MaximumAnnualCalculated Debt Service set forth pursuant to (2)above;or(ii) upon satisfaction of the requirements of the sectionofthe Resolutionsummarized underthe caption “ Special ProvisionsforCapitalCost Obligations ” applicable tothe type of CapitalCostsbeing refinanced withrespecttosuchSeriesof Refunding Obligations,considering forall purposesof any certificatedelivered pursuanttothe secondparagraph of the section of the Resolution summarized underthe caption “ SpecialProvisionsforCapitalCost Obligations ” that(A)suchSeriesof

ATTACHMENT 4-6 Refunding ObligationsisaSeriesof CapitalCost Obligationsand (B)the Refunding Obligations then proposed tobeissued willbeOutstanding but the ObligationsorParity Debttoberefunded will no longer be Outstanding.

(Section 204)

Obligations to Refund Pre-existing Indebtedness

Obligationsmay be issued for the purpose of refunding (including by redemption, payment atmaturity orin connectionwith exchanges or tenders) anyPre-existing Indebtedness.

AnySeriesof Obligationsissued forthe purposeofrefunding anyPre-existingIndebtedness shall beso authenticated and delivered onlyupon receipt bythe Trustee,in addition to the documents required by the sectionof the Resolutionsummarized underthe caption “ General Provisionsforthe IssuanceofObligations ” ,of anOpinionof Bond Counsel tothe effectthatsuchPre-existingIndebtedness hasbeen exchanged,paid orisdeemed tohavebeen paid within the meaning and with the effect expressed in the related authorizing resolution orotherdocument,which opinion mayrelyupon acertificateofanAuthorized Officeroranindependentverification agenttothe effectthat sufficientmoneyand defeasance securitieshave been placed in escrowtoprovide forthe paymentof the principalor Redemption Priceof,and interest on,suchPre-existing Indebtedness assuchobligationsmature,aretendered for purchaseorexchange,orarecalled forredemption in accordancewiththe related authorizing resolutionorother document.The proceedsreceived on the sale of suchObligationsshall beapplied in the mannerprovided in the SupplementalResolution authorizing such Obligations and in any related escrowagreement.

(Section 205)

Separately Financed Projects

Nothing in the Resolution prevents the Issuerfrom authorizing and issuingbonds,notes,orother obligationsorevidencesof indebtedness,otherthanObligations,foranyprojectauthorized bythe IssuerActorby otherthen-applicable Statestatutory provisions,orfrom financinganysuchprojectfrom otheravailable funds(any suchprojectincluding the Convention Center Project being referred toherein asa “ SeparatelyFinanced Project ” ), if the debtserviceonsuchbonds,notes,orotherobligationsorevidencesof indebtedness,if any,and the Issuer's shareofanyoperating expensesrelated tosuchSeparatelyFinanced Projectarepayable solelyfrom fundsnot pledged to the payment of Obligations, including amounts released from the lien of the Resolution.

(Section 206)

Redemption at Demand of the State or the City

Except as otherwiseprovided pursuanttoa SupplementalResolution,eitherthe Stateorthe City may,upon furnishing sufficientfundstherefor,requirethe Issuertoredeemall oranyportion of the Obligationsasprovided in the IssuerAct.

(Section 401)

The Pledge Effected by the Resolution

Therearepledged forthe paymentof the principaland Redemption Priceof,and interest on,and Sinking Fund Installments forthe Obligationsand,on aparity basis,the Parity Debt,in accordancewiththeirtermsand the provisionsof the Resolution,subjectonlytothe provisionsof the Resolution permittingthe application thereof for the purposesand on the termsand conditionssetforthinthe Resolution,all right,title and interest of the Issuerin the Trust Estate. The pledge created bythe Resolution,insofarasitrelatestoanyportion of the Trust Estate pledged tothe paymentof PriorLien Obligations,is (i)subordinateinall respects tothe pledge thereof created to securesuchPriorLien Obligationsand (ii) subjecttothe covenants and agreements made withthe holders of Prior Lien Obligations; and,solong asanyPriorLien Obligationsremain outstanding and unpaid,no paymentshall be

ATTACHMENT 4-7 made from the Trust Estate,whetherforinterest,principalorpremiumonanyof the Obligations,exceptasand to the extentpermitted bythe related authorizing resolutionsorothertrust documents.Inordertoprovide forthe payment of the Obligations and Parity Debt and the fulfillment of its covenants and agreements under the Resolution solong asanyPriorLien Obligationsremain outstanding and unpaid (during whichtime the pledge of Revenues shall beofnoforceand effect),the Issuercovenants thatitshall on orbeforethe last Business Dayof eachmonth, but subjecttothe covenants and agreements made withthe holders of all PriorLien Obligationsthen outstanding, transferorcausetobetransferred tothe Trustee all Available TBTA NetRevenuesfree and clearof anylien or pledge forPriorLien Obligations. T he Issuerfurthercovenants thatsolong asanyPriorLien Obligationsremain outstanding and unpaid,itwill make payments intothe fundsand accounts established underthe 1980Resolution in the manner and in the amounts required by the 1980 Resolution.

The pledge created bythe Resolutionshall in all respects secureona paripassu basisall of the Obligations and Parity Debt and,exceptasexpresslysoprovided,nothing contained in the Resolutionshall bedeemedtoconfer on the Owners of anyObligationsorParity Debtanyrights in the Trust Estatesuperiororinferiortothe Owners of any other Obligations or Parity Debt.

The pledge created bythe Resolutionshall bevalid and binding from and afterthe dateofissuanceand delivery of the first Obligations,and the Trust Estateshall immediatelybesubjecttothe lien of suchpledge without anyphysicaldelivery thereoforfurtheract,and the lienofsuchpledge shall bevalid and binding asagainst all partieshavingclaimsof anykind in tort,contractorotherwiseagainst the Issuerirrespectiveofwhethersuchparties havenotice thereof.

Subjecttothe provisionsdescribed above,the Trust Estateisand will befree and clearof anypledge,lien, charge orencumbrancethereon orwithrespecttheretopriorto,orof equalrank with,the pledge created bythe Resolution, and all corporate action on the part of the Issuer to that end has been duly and validly taken.

Nothing contained in thiscaption shall beconstrued aslimiting anyauthority granted tothe Issuer elsewhereinthe Resolution toissueorincur Obligation AnticipationNotes,Subordinated Indebtedness or Subordinated ContractObligationsorshall bedeemedalimitationupon the authority of the Issuertoissueanyother bonds, notes or other obligationsunder the Issuer Act secured byanyincome and funds other than the Trust Estate.

(Section 501)

Establishment of Funds and Accounts

The Resolution establishes a Revenue Fund, a Proceeds Fund, a Debt Service Fund, and a General Fund.

Established within the Proceeds Fund is the COI Account. The Issuermay establishone ormoreadditional funds,accounts orsubaccounts bydelivering tothe Trustee acertificateofanAuthorized Officer.Amounts held at anytimebythe Issuerin anyof the FundsorAccounts shall beheldintrust separateand apart from all otherfunds of the Issuer.

(Section 502)

Revenue Fund

The Issuershall payintothe RevenueFund all Revenues(and,solong asPriorLienObligationsremain outstanding,Available TBTA NetRevenues)asand when received and available fordeposit.The Issuershall also pay intothe Revenue Fund suchportion of the proceedsof anySeriesof Obligationswhichmayhavebeen issued to payOperatingExpensesasshall bespecified pursuanttothe SupplementalResolution authorizingsuchSeries. Amounts in the RevenueFund shall bepaid out,accumulated,transferred orwithdrawnfrom timetotime(but no less frequentlythan on or before the 25 th day of each calendarmonth) for the following purposesand,asof anytime, in the following order of priority:

ATTACHMENT 4-8 (a)payment of reasonable and necessary Operating Expensesoraccumulation in the Revenue Fund as areserve (i) forworking capital,(ii) forsuchOperating Expensesthe paymentof whichisnot immediatelyrequired,including amounts determined bythe Issuertoberequired asanoperating reserveinaccordancewiththiscaption,or(iii) deemednecessary ordesirable bythe Issuerto complywith orders or other rulings of an agency or regulatory bodyhaving lawful jurisdiction;

(b)transfertothe DebtServiceFund,the amount,if any,required sothatthe balanceinsaid Fund shall equalthe Accrued DebtServicetothe last dayof the currentcalendarmonth; provided, however,thatin no eventshall the amounttobesotransferred beless thanthe amounts required forall paymentdatesoccurringpriortothe 25 th dayof the next succeeding calendarmonth; provided furtherthat,forthe purposesof computingthe balanceinsaid Fund,thereshall be included the amount, if any,set aside in anyaccountwithinthe DebtServiceFund orthe Proceeds Fund orotherwiseintrust forthe paymentof interest on ObligationsorParity Debttothe last day of the current calendarmonth;

(c)transfertoanotherPerson in accordancewithanySupplementalResolution orotherauthorizing documentcreating Subordinated Indebtedness orSubordinated ContractObligationsforpayment of,oraccrualforpaymentof,principalofand interest on anySubordinated Indebtedness orfor paymentof amounts dueunderanySubordinated ContractObligation, excepttothe extentthat anysuchSupplementalResolution orotherauthorizing documentcreatingSubordinated Indebtedness orSubordinated ContractObligationsprovidesthatsuchamounts arepayable solely from the General Fund; and

(d) transfer to the GeneralFund.

Amounts paid out from anyFund orAccountforanauthorized purpose(excluding transfers toanyother pledged Fund orAccount),orwithdrawnpursuanttothe second paragraph of the sectionofthe Resolution summarized underthe caption “ Subordinated Indebtedness; Subordinated ContractObligations ” ,shall befree and clear of the lien and pledge created bythe Resolution.

The Issuershall from timetotime,and in all events priortoanywithdrawalofmoneyfrom the Revenue Fund pursuanttosubparagraph (d) of the first paragraph underthiscaption,determine (i) the amount,tobeheld as a reserveinthe RevenueFund,whichinthe judgmentof the Issuerisadequateforthe purposeofproviding forthe costs of emergencyrepairs orreplacements essentialtorestoreorpreventphysicaldamage to,and preventloss of Revenuesfrom,any TBTA Facilitiesand (ii) the amount,tobeheld asareserveinthe RevenueFund,whichinthe judgmentof the Issuerisadequatetomeetthe costsof majorrenewals,replacements,repairs,additions,betterments and improvements withrespecttoany TBTA Facilitiesnecessary tokeep the same in operating conditionor required byanygovernmental agencyhaving jurisdiction oversuch TBTA Facilitiesand toprovide areserveforthe retirementfrom service,decommissioning ordisposaloffacilitiescomprising eithera TBTA Facility orapart of a TBTA Facility.

Amounts in the RevenueFund mayin the discretionofthe Issuerbeinvested in Authorized Investments. Earningson moneyand investments in the RevenueFund shall bedeposited in the RevenueFund. The Issuermay sell anysuchAuthorized Investments atanytimeand the proceedsof suchsale and of all payments of principalor interest received atmaturity orupon redemptionorotherwiseofsuchAuthorized Investments shall bedeposited in the Revenue Fund.

Thatamount,if any,setaside bythe Issuerin one ormorereserveaccounts in the RevenueFund maybe used bythe Issueratsuchtimeortimesand in suchamounts asdetermined bythe Issuerforthe purposeofpaying all oraportion of the interest on and the principalorRedemptionPriceofthe Obligationsand paymentof Parity Debt, on a parity basis, on their respective due dates or redemption dates, as the casemay be.

(Section 503)

ATTACHMENT 4-9 Proceeds Fund

The Issuershall payintothe ProceedsFund (and anydesignated Accountor subaccountthereof) the amounts required tobesopaid bythe provisionsof the Resolution oranySupplementalResolutionauthorizing the issuance of anySeriesof Obligationsforthe purposeoffinancingCapitalCosts relatingtothe TBTA Facilities,the TBTATransitand CommuterProjectand anyAdditional TBTA Projects.The portion of anysuchamount determined bySupplementalResolution tobeused forthe paymentof Costsof Issuanceshall bepaid intoand disbursed from the COI Account.

Unless otherwiseprovided in aSupplementalResolution orin aresolution authorizing Obligation AnticipationNotes,amounts in the ProceedsFund shall beapplied solelytopayCapitalCosts relatingtothe TBTA Facilities,the TBTA Transitand CommuterProjectand anyAdditional TBTA Projects,asapplicable. Anyamounts in the ProceedsFund whichareinexcess of the amounts required topayforsuchcosts mayatthe direction of an Authorized Officerbetransferred tothe RevenueFund orthe DebtServiceFund. Upon the direction of an Authorized Officer, amounts in the ProceedsFund maybeinvested in Authorized Investments.Excepttothe extent thatacertificateofanAuthorized OfficeroraSupplementalResolutionprovidesthatearningson moneyand investments in the ProceedsFund shall bedeposited in the RevenueFund orthe DebtServiceFund,suchearnings shall beretained in the ProceedsFund. Upon the direction of anAuthorized Officer,the Issuermay,and tothe extentrequired forpayments from the ProceedsFund shall,sell anysuchobligationsatanytime,and the proceeds of suchsale,and of all payments of principalorinterest received atmaturity orupon redemption orotherwiseof such obligations shall be deposited in the Proceeds Fund.

Subjecttoanypriority forObligation Anticipation Notes,amounts in suchProceedsFund must beapplied to the payment of principaland Redemption Priceofand interest on the Obligations and the paymentof Parity Debt, on a parity basis,when due at anytime that othermoney isnot available therefor.

(Section 504)

Debt Service Fund

The Issuershall payout of the DebtServiceFund tothe respectivePaying Agents (i) on orbeforeeach interest paymentdateforanyof the ObligationsorParity Debtthe amountrequired forthe interest payable on such dateunless suchinterest ispaid from the ProceedsFund ascapitalized interest,(ii) on orbeforeeachprincipal paymentduedateforanyof the ObligationsorParity Debtthe amountrequired forthe principalamount(including the portion thereof payable in respectof aParity ReimbursementObligation) payable on suchdate,and (iii) on or beforeanyredemption dateforthe ObligationsorParity Debtthe amountrequired forthe paymentof the Redemption Price of and interest on the Obligations or Parity Debt then to be redeemed.

Inthe event of the refunding (including in connectionwithanypaymentatmaturity,redemption,purchase, tenderorexchange) of anyObligations,the Issuermaywithdrawfrom the DebtServiceFund all oranyportion of the amounts accumulated therein withrespecttothe DebtServiceonthe Obligationsbeing refunded and (a) deposit such amounts,free and clearof anylien,pledge orclaim of the Resolution,withitself oranescrowagenttobeheld in trust solelyforthe purchase,exchange orpaymentof the principalorRedemption Price,if applicable,of and interest on the Obligationsbeing refunded,(b)applysuchamounts topaythe Costs of Issuanceofthe refunding Obligations,or(c) depositsuchamounts in anyFund orAccountestablished hereunder; provided,however,thatno suchwithdrawalordepositshall bemade unless (i) upon suchrefunding,the Obligationsbeing refunded shall be deemed tohavebeen paid within the meaning and withthe effectprovided in the Resolution and (ii) atthe timeof and giving effecttosuchwithdrawaland refunding,thereshall exist no deficiencyin anyFund orAccount established under the Resolution.

(Section 505)

ATTACHMENT 4-10 General Fund

Amounts in the General Fund are to be transferred,in the followingorder,tothe DebtServiceFund and the Revenue Fund tomake up deficiencies in or to set aside reserves for such Funds.

Subjecttoanylienorpledge securing Subordinated Indebtedness thathasbeen determined bythe Issuerto besuperiortosuchpurposes, amounts in the GeneralFund notimmediatelyrequired forthe purposesreferred tothe previous paragraph shall,pursuanttoresolutionofthe Issuer,bepaid toorupon the orderof the Issuer,free and clearof the lienand pledge created bythe Resolution,foranylawfulcorporatepurposeofthe Issuer,including payment of amounts duewith respect to Subordinated Indebtedness.

Purchases of Obligations,Obligation Anticipation NotesorSubordinated Indebtedness from amounts in the GeneralFund shall bemade atthe direction of the Issuer,withorwithout advertisementand withorwithout notice tootherOwners of Obligations,Obligation AnticipationNotesorSubordinated Indebtedness.Suchpurchasesshall bemade atsuchpriceorpricesasdetermined bythe Issuer.IfSinking Fund Installments havebeen established for the maturitiesof Obligationspurchased bythe Issuer,then the Issuershall directthe Trustee tocreditthe principal amountpurchased against the applicable Sinking Fund Installments in suchorderand amounts asdetermined bythe Issuer.

Investment income on amounts in the General Fund shall be deposited into the RevenueFund.

(Section 506)

Subordinated Indebtedness; Subordinated Contract Obligations

The Issuermay,atanytime,orfrom timetotime,issueSubordinated Indebtedness orincur Subordinated ContractObligationspayable out of,and whichmaybesecured byapledge of and lien on,suchamounts asmay from timetotimebeavailable fortransferpursuanttothe Resolution,asspecified withrespecttoanysuch Subordinated Indebtedness orSubordinated ContractObligationsbySupplementalResolutionoranAuthorized Officer; provided,however,that(a)suchpledge shall be,and shall beexpressed tobe,subordinateinall respects to the pledge created bythe Resolution assecurity for the Obligations and Parity Debt and (b) tothe extentprovided by SupplementalResolution,anyamounts sotransferred shall thereafterbefree and clearof anylien,pledge orclaim of the Resolution. The Issuermayestablishsuchprioritiesof paymentand security among Subordinated Indebtedness and Subordinated Contract Obligations as it deems appropriate.

The Issuershall havethe righttocovenantwithPersonstowhomSubordinated ContractObligationsrun and withthe holders from timetotimeofSubordinated Indebtedness in ordertoadd tothe conditions,limitations and restrictionsunderwhichanyadditionalCapitalCost ObligationsorRefunding Obligationsmaybeissued or Parity Debtincurred; provided,however,thatthe SupplementalResolutionorindentureorotheragreement providing forthe issuanceofsuchSubordinated Indebtedness orthe incurrenceofsuchSubordinated Contract Obligationsshall notpermitthe holders of suchobligationstodeclarethe same,nortoinstructsuchholders' trustee todeclarethe same,tobeimmediatelydueand payable priortoanytimethatall Obligationsand Parity Debthave become due and payable.

(Section 507)

ATTACHMENT 4-11 Power to Construct and Operate TBTA Facilities and Collect Tolls and Fees

The Issuerhas,and will havesolong asanyObligationsareOutstanding,good rightand lawfulpowerto construct,reconstruct,improve,maintain,operate,finance,rehabilitateand repairthe TBTA Facilities,and tofix and collect tolls, fees, rents and other charges as provided in the Resolution, or to cause the foregoing to be done.

(Section 601)

Sale and Lease of Property

Nopart of the TBTAFacilitiesshall besold,mortgaged,leased orotherwisedisposed of orencumbered, exceptthatthe Issuermay (i) sell,exchange orotherwisedisposeofatanytimeand from time totimeanyproperty orfacilitiesconstitutingpart of any TBTA Facilitiesand notuseful,in the opinionofthe Issuer,in the operation thereof,(ii) leaseormake contracts orgrantlicensesforthe operation of,orgranteasements orotherrights with respecttoanypart of,thatportion of the TBTA Facilitiesdescribed in subparagraph (iv)ofsaid definition of TBTA Facilitiesconstituting the parking field connected withJacob RiisPark,or(iii) leaseormake contracts orgrant licensesforthe operation of,orgranteasements orotherrights withrespectto,orotherwisedisposeof,all orany part of any TBTA Facility,if suchlease,contract,license,easement,rightorotherdisposition doesnot,in the opinion of the Issuer, either (a)impede or restrict the operation by the Issuerof such TBTA Facility or(b)materially adverselyaffectthe ability of the Issuertocomplywiththe covenants contained in the section of the Resolution summarized under the caption “ Rates and Fees ” taking into account application of the proceeds thereof.

Subjecttothe rights of the City underthe TBTA Act, (i) anynetproceedsof anysale,exchange orother disposition of property orfacilitiesconstitutingpart of TBTA Facilitiespursuanttothe paragraph aboveshall be deposited in the RevenueFund or(solong asthereisno deficiencyin anyotherFund orAccount)suchotherFund orAccountdesignated in writing byanAuthorized Officer,and anypayments tothe Issuerunderorin connection withanysucheasementorrightin respectof TBTA Facilitiesshall bedeposited in the RevenueFund,and (ii) payments received bythe Issuerin connection withanysuchlease,contract,licenseorotherdisposition with respect to any part of any TBTA Facilitiesshall be deemed to be Revenues.

Notwithstanding anyotherprovisionofthiscaption,the Issuermay,tothe extentand in the manner permitted by law, including the TBTA Act as the same may from time to time be amended:

(a)Sell,exchange,mortgage,leaseorotherwisedisposeoforencumber,withorwithout consideration, any assetwhich is not a TBTA Facility;

(b)Sell forfaireconomicvalue(asdetermined bythe Issuer)all oranypart of anyother TBTA Facilities; provided,that (i) priortothe sale of any TBTA Facilitiesaspermitted in thisclause(b), the Trustee shall receiveacertificateofanAuthorized Officertothe effectthatsuchsale willnot materiallyadverselyaffectthe Issuer'sability tocomplywiththe provisionsof the section of the Resolution summarized underthe caption “ Ratesand Fees ” taking intoaccountthe anticipated application of the proceedsthereof,and (ii) the proceedsof suchsale shall bedeposited in the DebtService Fund orin the Revenue Fund and beapplied tothe payment,purchaseorredemption of Obligations.

(Section 602)

Creation of Liens,IssuanceofSubordinated Indebtedness,Subordinated ContractObligationsand Other Debt

The Issuershall notissueanybondsorotherevidencesof indebtedness,otherthanthe Obligationsand Parity Debtasprovided herein,secured byapledge of the Trust Estateand shall notcreateorcausetobecreated anylienorcharge on the Trust Estateexcepttothe extentprovided in the Resolution; provided,however,thatthe Issuermay,atanytime,orfrom timetotime,incur Subordinated Indebtedness orenterintoSubordinated Contract Obligationspayable out of,and whichmaybesecured byapledge of,suchamounts asmayfrom timetotimebe available forthe purposeofthe paymentthereofinaccordancewithsubparagraph (c)ofthe first paragraph of the

ATTACHMENT 4-12 section of the Resolution summarized underthe caption “ RevenueFund” and suchpledge shall be,and shall be expressed tobe,subordinateinall respects tothe pledge created bythe Resolutionassecurity forpaymentof the Obligationsand Parity Debt; and provided furtherthatnothing contained in the Resolution shall preventthe Issuer from issuing (i) bonds,notes,orotherobligationsorevidencesof indebtedness underanotherand separate resolution tofinanceaSeparatelyFinanced Project,or(ii) otherbonds,notes,orotherobligationsorevidencesof indebtedness underanotherand separateresolution payable from,among othersources,moneywithdrawnbythe Issuerfrom the GeneralFund pursuanttothe second paragraph of the section of the Resolution summarized under the caption “ General Fund” .

(Section 604)

Operation and Maintenance

The Issuershall atall timesoperateorcausetobeoperated the TBTA Facilitiesproperlyand in asound and economicalmannerand shall maintain,preserve,reconstructand keep the same orcausethe same tobe maintained,preserved,reconstructed and kept,in good repair,working orderand condition,and shall from timeto timemake,orcausetobemade,all necessary and properrepairs,replacements and renewalssothatatall timesthe operation thereof maybeproperlyand advantageouslyconducted; provided,however,thatnothing herein contained shall beconstrued (i)toaffectthe Issuer'spowers underthe section of the Resolution summarized underthe caption “ Sale and LeaseofProperty” or(ii) topreventthe Issuerfrom ceasingtooperateormaintain,orfrom leasingor disposing of, all oranyof the TBTA Facilities if,in the judgment of the Issuer,it isadvisable tolease,disposeof,or nottooperateand maintain the same and the operation thereof shall notbeessentialtothe maintenanceand continued operation of anyremaining TBTA Facilitiesand suchcessation ordisposition will notmateriallyimpair the Issuer'sability tomeetthe requirements of the sectionofthe Resolutionsummarized underthe caption "Rates and Fees",and provided furtherthatthe sale-leasebackorthe lease-leasebackofany of the TBTA Facilitiesorother similarcontractualarrangements,the effectof whichisthatthe Issuercontinuestoretain aspart of the Trust Estate the Revenuesfrom such TBTA Facilities,shall notconstitutealeaseordisposition of such TBTA Facility for purposes of this caption or the section of the Resolution summarized under the caption “ Sale and Lease of Property” .

(Section 605)

Rates and Fees

The Issuershall atall timesestablish,levy,maintain and collect,orcausetobeestablished,levied, maintained and collected,suchtolls,rentalsand otherchargesin connection withthe TBTA Facilitiesasshall always besufficient,togetherwithothermoneyavailable therefor (including the anticipated receiptof proceedsof sale of Obligationsorotherbonds,notes,orotherobligationsorevidencesof indebtedness of the Issuerthatwill be used topaythe principalofObligationsissued in anticipation of suchreceipt,but notincluding anyanticipated or actualproceedsfrom the sale of the TBTA Facilities),toequalorexceed in eachcalendaryear the greaterof (A)an amountequaltothe sum of amounts necessary in suchcalendaryear (i) topayall Operating Expensesof the Issuer, (ii) topayCalculated DebtService,all amounts duewithrespecttoPriorLien Obligationsand the debtserviceon all Subordinated Indebtedness thenoutstanding,and all Subordinated ContractObligations,all asthe same respectivelybecomedueand payable,and (iii) tomaintain anyreserveestablished bythe Issuerpursuanttothe Resolution, in such amountasmaybedetermined from timetotime by the Issuer in its judgmentand (B) (i)solong asPriorLien Obligationsremain outstanding and Operating Expensesareprovided forunderthe termsof the 1980 Resolution,anamountsuchthatAvailable TBTA NetRevenuesshall equalatleast 1.25timesCalculated Debt Serviceforsuchcalendaryearand (ii) thereafter,an amountsuch thatRevenues less Operating Expensesshall equal at least 1.25 times Calculated Debt Service for such calendaryear.

Notwithstanding the foregoing provisionsof thisSection,the toll rateforautomobiles,whichcontain not morethantwopersons,using the followingdesignated TBTA Facilitiesshall atall timesbeatleast onedollarfor eachcrossingover the Verrazano-Narrows Bridge, the Triborough Bridge (around trip toRandall's Island orWard's Island toconstituteasingle crossing),the BronxWhitestone Bridge,the ThrogsNeckBridge orthrough the Brooklyn-Battery Tunnel orthe Queens-MidtownTunnel,atleast sixtycents foreachcrossingoverthe Henry Hudson Bridge and atleast fifty cents foreachcrossing overthe Marine Parkway-Gil HodgesMemorialBridge or the Cross BayVeteransMemorialBridge. Inconnection withthe useofsingle faretokensissued bythe Issueras a

ATTACHMENT 4-13 meansof payingtollson anyof the aforementioned facilities,the Issuermayallow1toll free crossing withthe purchase of a package of at least twenty such tokens.

Exceptashereinaftersetforth,the undiscounted toll rateforautomobileswhichcontain notmorethantwo personsshall atall timesbeatleast three dollars foreachcrossingoverthe Triborough Bridge (around trip to Randall's Island orWard's Island toconstituteasingle crossing),the Bronx-Whitestone Bridge orthe ThrogsNeck Bridge orthrough the BrooklynBattery Tunnelorthe Queens-MidtownTunnel,atleast twodollars and fifty cents foreachcrossingofthe Verrazano-Narrows Bridge,atleast one dollarand fifty cents foreachcrossingoverthe Henry Hudson Bridge,and atleast one dollarand twenty-fivecents foreachcrossingofthe MarineParkway-Gil HodgesMemorialBridge orthe Cross BayVeteransMemorialBridge;the minimumundiscounted toll rates established in thisparagraph shall notbeapplicable totollscollected from suchautomobilesbymeansof an electronictoll collection system,and the minimumundiscounted toll collected in suchmannerfrom such automobilesforeachofthe TBTA Facilitiesshall bedeemedtobethe highest minimumundiscounted toll ratefor such TBTA Facilities elsewhere provided in this caption.

Inthe event that the Issuershall atanytimeimposeasurcharge orsurchargesin addition tothe toll ratefor crossingsorspecified crossingsoverorthrough anyoneormoreofthe TBTA Facilities,suchsurcharge or surchargesshall notconstitutepart of the toll ratetowhichitisadded forpurposesof computing the maximum discountfrom the applicable undiscounted toll ratepermitted bythiscaption,and the Issuermayexemptorexclude, in whole orin part,from the application of anysuchsurcharge specified users orclassesof users without regardto the limits on maximum discounts from undiscounted toll rates provided in this caption.

Inthe eventthatthe Issueratanytimeimposeson one ormoreofthe TBTA Facilitiesdifferent undiscounted toll ratestobeapplicable depending upon whetheratoll ispaid bymeansof anelectronictoll collection system orotherwiseand,in the caseoftollscollected bymeansof anelectronictoll collection system, imposes different tolls to be applicable at different times of the day,on differentdays of the weekorduring different periodsof the year,the limits on the maximumdiscounts from undiscounted toll ratesshall bemeasured against the undiscounted toll rate applicable to the crossing over or through that TBTA Facility in the absence of a discount.

The minimum crossing charge, regardless of whether such charge is denominated as a toll, surcharge,fee or in anyothermanneraftergiving effecttoanyexemption,exclusion ordiscountapplicable theretoand without regardtothe mannerin whichsuchcharge iscollected,forautomobileswhichcontain notmorethantwopersons shall atall timesbeatleast one dollarand sixtycents foreachcrossingoverthe Verrazano-Narrows Bridge,the Triborough Bridge (around trip toRandall's Island orWard's Island toconstituteasingle crossing),the Bronx- WhitestoneBridge orthe ThrogsNeckBridge orthrough the BrooklynBattery Tunnel orthe Queens-Midtown Tunnel and atleast .667 dollars foreachcrossing overthe Henry Hudson Bridge,the MarineParkway-Gil Hodges Memorial Bridge or the Cross Bay Veterans Memorial Bridge.

The Issuermaypermittoll free crossingswithrespecttothe TBTA Facilitiesdesignated in thiscaption withrespectto (i) the vehiclesof presentand formermembers,officers and employeesof the Issuer,(ii) military, police,fire,ambulanceand otheremergency,serviceand maintenancevehicles,(iii) vehiclesof personsemployed on Ward's Island orRandall's Island traveling toand from suchIslandsoverthe Triborough Bridge and (iv) other vehiclesbypassesorpermits,provided thatthereshall notbemorethan500 passesorpermits outstanding atany one time.

The Issuermaywithrespecttosuch TBTA Facilitiesatanytimeconvert tomethodsof toll collection other than those presentlyutilized, including toll collection in one direction only.

Onorbeforethe 120thday afterthe close of eachcalendaryearwhenthe calculationsmade pursuanttothe first paragraph underthiscaption indicatethatRevenuesarenotatthe required levels,the Issuershall causean IndependentEngineertocompleteareviewof the Issuer'sfinancialcondition forthe purposeofestimatingwhether the Revenuesin eachoftwosubsequentcalendaryears will besufficient,togetherwithothermoneys available therefor,tomeetall requirements asspecified in the first paragraph underthiscaption. Suchreviewshall be evidenced by a certificate of an Independent Engineerwhich shall be filed with the Trustee on orbeforethe 60thday thereafterand shall setforthareasonablydetailed statementof the actualand estimated Revenues,Operating Expenses,and otherpertinentinformation forsuchyearupon whichsuchdetermination wasmade. Ifanysuch

ATTACHMENT 4-14 statementshows thatsuchRevenuesmaynotbesufficienttomeetthe requirements specified in the first paragraph underthiscaption,the Issuershall promptlyfixand establishsuchtolls,rentalsand otherchargesand take such otheraction asshall benecessary and sufficienttocomplyasnearlyaspracticable withthe covenants in the first paragraph underthiscaption,as evidenced byacertificateof anAuthorized Officerfiled with the Trustee. Failureto complywiththe covenants in the first paragraph underthiscaption willnotconstituteadefaultif the Independent Engineerisof the opinionthataschedule of tolls,rentalsand otherchargeswhichwillcomplywithsuchcovenants isimpracticable atthattimeand the Issuerestablishesaschedule of tolls,rentalsand otherchargeswhichis recommended bythe Independent Engineer to comply as nearly as practicable with such covenants.

(Section 606)

Agreement of the State; Limited Waiver by Owners

The Issuerincorporatesthe pledges,covenants and agreements of the Statewiththe Owners of the Obligationssetforthinthe TBTA Actasthough setforthinfull in the Resolution. Notwithstanding the provisions of the agreementof the Statecontained in the TBTA Act,all Owners,bytheiracceptanceand holding of the Obligations,consenttothe construction and operation bythe Issuer(ortothe constructionbyPersonsotherthanthe Issuer if the Issuershall haveassumed the operation thereof),and waive any and all rights under the TBTA Actwith respecttosuchconstruction and operation,of anyvehiculartoll bridge ortoll tunnel crossingthe East Riverin the City astowhich (i)solong asanyPriorLien Obligationsremain outstanding and unpaid,asupplementalresolution confirming the pledge of the revenuestherefrom shall havebeen filed withthe trustee underthe 1980Resolution, togetherwithanysupporting documentation required in connection therewithpursuanttothe 1980Resolution,and (ii) afterthe paymentof all PriorLien Obligationswithinthe meaning and withthe effectexpressed in the 1980 Resolution orotherapplicable authorizing document,aSupplementalResolution confirming the pledge of the revenuestherefrom shall havebeen filed withthe Trustee togetherwiththe Counsel's Opinion required in connection therewith pursuant to the Resolution.

(Section 607)

Additional TBTA Facilities

AnAdditional TBTA Projectshall becomea TBTA Facility asof anydateonorpriortowhichtherehas been submitted tothe Trustee acertificateofanAuthorized OfficerdesignatingsuchAdditional TBTA Projecttobe a TBTA Facility, aswell as each of the following items:

(1) Acertificateof anAuthorized Officertothe effectthat either(a)the Additional TBTA Projecthas been in operation (whetherornotbythe Issuer)foraperiod of atleast 12monthspriortothe date of suchdesignation,and thatforaperiod of any12consecutivecalendarmonthsout of the 18 calendarmonthsnext preceding the dateofdesignationasanadditional TBTA Facility the Additional TBTA ProjectRevenuesderived from the operation of suchAdditional TBTA Project exceeded the operating expensesforsuchAdditional TBTA Project or(b)the Additional TBTA Projectisin operation and,in suchAuthorized Officer ’ sopinion,the Additional TBTA Project Revenuestobederived from the operation of suchProjectwill exceed the operating expensesfor suchAdditional TBTA Project during the first 12 months of operation;

(2)ACounsel’ sOpinion tothe effectthatthe Issuerhasgood rightand lawfulauthority toacquire, design,construct,maintain,operate,finance,improve,reconstruct,rehabilitateorotherwise undertake suchAdditional TBTA Projectand toestablish,levy,maintain and collect,during the termofthe Obligations,tolls,rentals,rates,feesorotherchargesin connection therewith,which establishment,levy,maintenanceorcollection shall notthenrequireorbesubjecttoany legislative appropriation;

(3)ACounsel’ sOpinion statingwhetherornotthe Issuerisrequired bylawtohavealicense,order orotherauthority from anyfederal,Stateorothergovernmentalagencyorregulatory bodyhaving lawful jurisdiction in connection withsuchAdditional TBTA Project,and,if sorequired,thatsuch

ATTACHMENT 4-15 license, order or other authority has been obtained, provided that if anysuchlicense,orderorother authority shall nothavebeen obtained,the Trustee mayacceptin lieuof the Opinion of Counsel provided forin thisparagraph,acertificateofanAuthorized Officerthatthe Issuerrepresents and warrants that itwill proceed with all diligence to obtain such license, order or other authority;

(4) AcertificateofanAuthorized Officersetting forth(A) asapplicable,the actualoranticipated Revenuesand OperatingExpensesof the Issuerforthe 12-monthperiod selected;provided thatin suchCertificate (i)the Revenuesand Operating Expensesshall berespectivelyincreased by(a) as applicable,the actualoranticipated Additional TBTA ProjectRevenuesand operating expenses of suchAdditional TBTA Projectforsuch12-monthperiod and (b)the actualoranticipated Additional TBTA ProjectRevenuesand operating expensesof anyAdditional TBTA Project operated byorunderleasefrom the IssuerotherwisethanasanAdditional TBTA Projectduring anypart of the period covered bysuchCertificatecalculated asif the respectivedefinitionsof Revenuesand OperatingExpensesin the Resolution hadbeen applicable thereto,and (ii) if on the dateofsuchdesignationbythe Issuerthe toll rateforanyclassification of vehiclesusing any vehiculartoll TBTA Facility (including the Additional TBTA Project)shall beless thanitwas during anypart of the period covered bysuchCertificate,the Revenuesforsuchpart of such period shall bedecreased byanamountequaltothe differenceinsuchtoll ratemultiplied bythe numberof suchvehicleswhichused such TBTA Facility duringsuchpart of such12-month period and (iii) if on the dateofsuchdesignation by the Issuer the toll rateforanyclassificationof vehiclesusinganyvehiculartoll TBTA Facility (including the Additional TBTA Project)shall be greaterthanitwasduringanypart of the period covered bysuchCertificate,the Revenuesfor suchpart of suchperiod maybeincreased byanamountequaltothe differenceinsuchtoll rate multiplied bythe numberof suchvehicleswhichused such TBTA Facility duringsuchpart of such12-monthperiod,and (B)thatforsuch12-monthperiod the Revenuesless Operating Expenses, as calculated pursuanttoclause (A)ofthisparagraph (forpurposesof thiscaption, “ Net Revenues ” ),areatleast equalto1.40timesMaximumAnnualCalculated DebtServiceduring such period;

(5) AcertificateofanIndependentEngineersettingforththat,in the opinionofsuchIndependent Engineer,foreachoffivesuccessive12-monthperiods,the earliest of whichbeginson acalendar quarterlydatenotmorethan60 days immediatelyfollowingthe dateofdesignation asan Additional TBTA Project,the NetRevenuesin each12-monthperiod (aftergiving effecttosuch designation) will beatleast equalto1.40timesthe maximumCalculated DebtServiceforanyof such successive 12-month periods; and

(6)AcertificateofanAuthorized Officertothe effectthatthe Additional TBTA ProjectRevenuesof suchAdditional TBTA Projectaredeemed tobeRevenuesand arepledged forthe paymentof the principaland RedemptionPriceof,and interest on,the Obligationsand,on aparity basis,the Parity Debt.

(Section 608)

Events of Default

Each of the following events is defined as and shall constitute an "Event of Default" under the Resolution:

(1) if defaultshall bemade in the dueand punctualpaymentof the principalorRedemption Priceof, orinterest on,anyObligation when and asthe same shall becomedueand payable,whetherat maturity orbycall forredemption,orotherwiseand suchdefaultshall continueforaperiod of 30 days, or

(2)ifdefaultshall bemade bythe Issuerin the performanceorobservanceonits part of anyotherof the covenants,agreements orconditionscontained in the Resolution orin the Obligations,and suchdefaultshall continueforaperiod of 60 days afterwritten noticethereof tothe Issuerbythe Trustee ortothe Issuerand tothe Trustee bythe Owners of amajority in principalamountof the

ATTACHMENT 4-16 ObligationsOutstanding; provided,however,thatif suchdefaultshall besuchthatitcannotbe corrected withinsuch60 dayperiod,itshall notconstituteanEventof Defaultif correctiveaction is instituted within such period and diligently pursued until the failure is corrected.

(Section 701)

Powers of Trustee

Inthe eventthatanyEventof Defaultspecified in the section of the Resolution summarized underthe caption “ Events of Default ” shall occur and becontinuing,the Trustee may,and,upon written request of the Owners of amajority in aggregate principal amount of the Obligations then Outstanding, shall, in its name,

(1) bysuit,action orproceeding in accordancewiththe civil practicelawand rules,enforceall rights of the Owners of Obligations;

(2)bring suitupon the Obligations against the Issuer;

(3)byactionorsuit,requirethe Issuertoaccountasif itwerethe trustee of anexpress trust forthe Owners of the Obligations;

(4) byactionorsuit,enjoin anyacts orthingswhichmaybeunlawfulorin violation of the rights of the Owners of the Obligations; or

(5) declare,on thirtydays' written noticetothe Issuer,the principalofall the Obligationsthen Outstanding,and the interest accrued thereon,tobedueand payable immediately,and upon any suchdeclaration the same shall becomeand beimmediatelydueand payable,anything in the Resolution or in any of the Obligations contained to the contrary notwithstanding. The rightof the Trustee orof the Owners of amajority in principalamountof the Obligationstomake anysuch declaration asaforesaid,however,issubjecttothe condition thatif,atanytimeaftersuch declaration,but beforethe Obligationsshall havematured bytheirterms,all overdueinstallments of interest upon the Obligations,togetherwiththe reasonable and propercharges,expensesand liabilitiesof the Trustee,and all othersumsthenpayable bythe Issuerunderthe Resolution (exceptthe principalof,and interest accrued sincethe next preceding interest dateon,the Obligationsdueand payable solely byvirtueofsuchdeclaration) shall eitherbepaid byorforthe accountof the Issuerorprovision satisfactory tothe Trustee shall bemade forsuchpayment,and all defaults underthe Obligationsorunderthe Resolution (otherthanthe paymentof principaland interest due and payable solely byreason of suchdeclaration) shall bemade good orbesecured to the satisfaction of the Trustee orprovision deemedbythe Trustee tobeadequateshall bemade therefor,thenand in every suchcasethe Owners of amajority in principalamountof the ObligationsOutstanding,bywritten noticetothe Issuerand tothe Trustee,mayrescindsuch declaration and annulsuchdefaultin its entirety,or,if the Trustee shall haveacted without a direction from the Owners,and if thereshall nothavebeen theretoforedelivered tothe Trustee written direction tothe contrary bythe Owners of amajority in principalamountof the Obligationsthen Outstanding,thenanysuchdeclaration shall automaticallybedeemedtobe rescinded and anysuch default and its consequencesshall automaticallybedeemedtobeannulled, but no suchrescissionand annulmentshall extendtooraffectanysubsequentdefaultorimpairor exhaust any right or power consequent thereon.

The remediesconferred upon orreserved tothe Trustee in respectof anyEventof Defaultarenotintended tobeexclusiveofanyotheravailable remedyorremedies,but eachand every suchremedyshall becumulativeand shall be in addition to every otherremedygiven underthe Resolution ornoworhereafterexistingatlaworin equity orbystatute. Nodelayoromissiontoexerciseanyrightorpoweraccruingupon anyEventof Defaultshall impair anysuchrightorpowerorshall beconstrued tobeawaiverthereof,but anysuchrightand powermaybeexercised from time to time and as often asmay be deemed expedient.

ATTACHMENT 4-17 The Trustee shall in addition tothe foregoing powers,haveand possess all of the powers necessary or appropriateforthe exerciseofanyfunctionsspecificallysetforthinthe Resolutionorincidentaltothe general representation of Owners of Obligations in the enforcement and protection of their rights.

The Issuercovenants that if anEventof Defaultshall havehappened and shall nothavebeen remedied,the booksof recordand accountof the Issuerand all otherrecordsrelating tothe Trust Estateshall atall timesbe subjecttothe inspectionand useofthe Trustee and of its agents and attorneys and,upon demand of the Trustee,the Issuerwillaccount,asif itwerethe trustee of anexpress trust,forthe Trust Estateforsuchperiod asshall bestated in such demand.

The rightof the Trustee tothe appointmentof areceiverasprovided in the TBTA Actisabrogated under the Resolution.

(Section 702)

Priority of Payments After Default

Inthe eventthatthe fundsheld bythe Fiduciariesshall beinsufficientforthe paymentof interest and principalorRedemptionPricethen dueonthe Obligationsand forpayments thenduewithrespecttoParity Debt, suchfunds(excluding fundsheld forthe paymentorredemption of particularObligationswhichhavetheretofore becomedueatmaturity orbycall forredemption and fundswhichatthe timeoftheirdepositintoanyfund or accountunderthe Resolution havebeen designated tobeapplied solelytothe paymentof the principalofand premium,if any,and interest on anyseriesof Obligation AnticipationNotes)and anyothermoneyreceived or collected by the Fiduciaries,orthe Trustee,aftermaking provision forthe payment of anyexpensesnecessary in the opinion of the Trustee topreservethe continuity of the amounts tobereceived underthe Resolution orotherwiseto protectthe interest of the Owners of the Obligations,and forthe paymentof the chargesand expensesand liabilities incurred and advancesmade bythe Fiduciariesin the performanceoftheirdutiesunderthe Resolution,shall be applied as follows:

Unless the principal of all of the Obligations shall have become due and payable,

First:Tothe paymenttothe Personsentitled theretoofall installments of interest thenduewith respecttoObligationsand the interest components of Parity Debtin the orderof the maturity of such installments and interest components,and,if the amountavailable shall notbesufficienttopayin full any installments and interest components dueonthe same date,thentothe paymentthereof ratably,according tothe amounts dueonsuchinstallments and interest components,tothe Personsentitled thereto,without anydiscriminationorpreference,exceptastothe differenceinthe respectiveratesof interest specified in such Obligations and Parity Debt; and

Second:Tothe paymenttothe Personsentitled theretoofthe unpaid principalorRedemption Price of any Obligations and the principalcomponent of Parity Debtwhichshall havebecome due,whether atmaturity or by call for redemption, in the order of their due dates and, if the amount available shall notbe sufficienttopayin full all the Obligationsand Parity Debtdueonanydate,thentothe paymentthereof ratably,according tothe amounts of principaland Redemption Priceand principalcomponentdueonsuch date, to the Persons entitled thereto,without any discrimination or preference

Ifthe principalofall of the Obligationsand the principalcomponentof Parity Debtshall havebecomedue and payable,tothe paymentof the principaland interest thendueand unpaid upon the Obligationsand Parity Debt without preferenceorpriority of principal orprincipalcomponentoverinterest orinterest componentorof interest orinterest componentoverprincipalorprincipalcomponent,orof any installmentof interest orinterest component overanyotherinstallmentof interest orinterest component,orof anyObligation orParity Debt overanyother Obligation orParity Debt,ratably,according tothe amounts duerespectivelyforprincipaland interest,tothe Personsentitled thereto,without anydiscretion orpreferenceexceptastoanydifferenceinthe respectiveratesof interest specified in the Obligations and Parity Debt.

(Section 703)

ATTACHMENT 4-18 ATTACHMENT 5

DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE STANDARD RESOLUTION PROVISIONS

The followingsectionscontain definitionsof certain termsused in,and ageneralsummary (Summary)of, certain provisionsof the StandardResolutionProvisions.The definitionsand Summary arenottobeconsidered a full statementof the termsof the StandardResolutionProvisionsand,accordingly,arequalified byreferencetoand aresubjecttothe full text of the StandardResolution Provisions.Copiesof the TBTA Resolution(whichincludes the Standard Resolution Provisions)may be obtained upon request from the MTA.

Definitions

Accrued DebtService shall mean,asof anydateofcalculation,anamountequaltothe sumofthe amounts of accrued and unpaid DebtServicewithrespecttoall Obligationsand Parity Debt,calculatingthe accrued DebtServicewithrespecttoeachobligation atanamountequaltothe sumof (i) asestimated byanAuthorized Officer,interest on the Obligationsand interest components of Parity Debtaccrued and unpaid and toaccruetothe end of the thencurrentcalendarmonth,and (ii) PrincipalInstallments dueand unpaid and thatportion of the PrincipalInstallmentforsuchObligationsand Parity Debtnext duewhichwould haveaccrued (ifdeemedtoaccrue in the mannersetforthinthe definitionof “ DebtService ” )tothe end of suchcalendarmonth. Forpurposesof calculatingDebtServiceFund deposits,PrincipalInstallments shall notinclude amounts thatanAuthorized Officer hasnotified the Trustee aretobepaid from sourcesotherthanRevenues,norshall Accrued DebtServiceinclude anyamounts that,ascertified byanAuthorized Officer,havebeen setaside underthe Resolutionorotherwisein trust for the payment thereof.

Authorized Investments shall meanand include anyof the following,tothe extentthe same arelegalfor investment of the Issuer ’ s funds:

• obligations of the State or the United Statesgovernment;

• obligationsthe timelypaymentof the principaland interest on whichareunconditionally guaranteed by the State or the United Statesgovernment;

• certificatesof depositof banksortrust companiesin the State,secured,if the Issuershall so require,byobligationsof the United Statesorof the Stateofamarketvalueequalatall timesto the amount of the deposit;

• banker ’ sacceptanceswithamaturity of 90days orless whichareeligible forpurchasebythe federalreservebanksand whoserating at the timeofpurchaseis in the highest RatingCategory of each of the RatingAgencies that then rates such banker ’ s acceptances;

• obligationsof anybank orcorporation created underthe laws of eitherthe United Statesorany stateof the United Statesmaturing within270 days,provided thatsuchobligationsarerated in the highest Rating Category of each of the RatingAgencies that then rates such obligations;

• notes,bonds,debentures,mortgagesand otherevidencesof indebtedness,issued orguaranteed at the timeofthe investmentbythe United StatesPostalService,the FederalNationalMortgage Association,the FederalHomeLoanMortgage Corporation,the StudentLoanMarketing Association,the FederalFarmCreditSystem,oranyotherUnited Statesgovernmentsponsored agency,provided thatatthe time of the investmentsuch agencyorits obligationsarerated and the agencyreceives,orits obligationsreceive,ratingsin the highest RatingCategory of eachofthe RatingAgencies that then ratessuch agency or its obligations;

ATTACHMENT 5-1 • generalobligation bondsand notesof anystateotherthanthe State,provided thatsuchbondsand notesarerated in the highest RatingCategory of eachofthe Rating Agenciesthatthenratessuch bondsand notes,and (B)bondsand notesof anycounty,town,city,village,firedistrictorschool districtof the State,provided thatsuchbondsand notesarerated in eitherof the 2highest Rating Categories of each of the Rating Agencies that then ratessuch bonds and notes;

• mutualfundsregistered withthe United StatesSecuritiesand Exchange Commission,whose investments arelimited toobligationsof the Statedescribed in clause (i)above,obligationsthe principaland interest of whichareguaranteed bythe Stateasdescribed in clause (ii) above,and those securities described in clause(vii) above, and that are rated in the highest RatingCategory of each of the RatingAgencies that then rates suchfunds;

• repurchase agreements with any dealer or bank,which agreementissecured byanyone ormoreof the securitiesdescribed in clauses (i),(ii) or(vi) above,whichsecuritiesshall (A)atall timeshave amarketvalueofnotless thanthe full amountheld orinvested pursuanttothe agreementand (B) bedelivered toaBank asdefined in clause (i)or(ii) of the definitionthereof,ascustodian,thatis independentfrom the dealer or bank withwhomthe repurchase agreement is executed; and

• any other investment in which the Issueris authorized from timetotimetoinvest underapplicable lawwith respect towhich an Authorized Officer has, on orbeforethe datethereof,delivered tothe Trustee (A)acertificatetothe Trustee designatingthe additionalinvestmentasanAuthorized Investment and (B)Rating Confirmation.

Inaddition tothe foregoing,in the caseofanymoneyheld in reserveand sinking funds “ Authorized Investments” shall include anyothersecuritiesin whichthe trustee ortrusteesof anypublicretirementsystem or pension fund hasthe powertoinvest the moneythereof pursuanttoArticle four-aof the Retirementand Social Security Lawof the State,eachsuchreserveand sinking fund being treated asaseparatefund forthe purposesof Article four-a of the Retirement and Social Security Law of the State.

Anyinvestmentin anyof the foregoing obligationsmaybemade in the formofanentrymade on the records of the issuer of the particular obligations or of a recognized securities depository.

Authorized Officer shall mean (i)the Chairmanand the ViceChairman,(ii) the ExecutiveDirector,the Comptroller,the ChiefFinancialOfficer,the Secretary and anyAssistantSecretary of the Issuer,(iii) the Chief FinancialOfficer,the Directorof Finance,and the Directorof Budgets and FinancialManagementof the MTA, and (iv) any other Person authorized bythe Issuer to performthe act or sign the document in question.

Bank shall meanany (i) bank ortrust companyorganized underthe laws of anystateofthe United States of America, (ii) nationalbanking association,(iii) savingsbank orsavingsand loanassociation chartered or organized underthe laws of anystateofthe United Statesof America, or(iv) federalbranchoragencypursuantto the InternationalBanking Actof 1978oranysuccessorprovisions of law,ordomesticbranchoragencyof aforeign bank whichbranchoragencyisdulylicensed orauthorized todobusiness underthe laws of anystateorterritory of the United States of America.

Business Day shall meananydayof the yearotherthan (i)SaturdayorSunday,(ii) anydayon which Banks located in NewYork, NewYorkorthe city in whichthe principalofficeof the Trustee islocated arerequired or authorized by law to remain closed, or (iii) any day on which the New York Stock Exchange is closed.

Calculated DebtService foranyperiod shall mean,asof anydateofcalculationand withrespecttoany Seriesof Obligationsorany Parity Debt,the sumofDebtServiceforsuchperiod determined bythe Issuerbased on the following adjustments:

(1) Interest on Variable Interest RateObligationsshall bebased on the Estimated Average Interest Rate applicable thereto.

ATTACHMENT 5-2 (2)Interest on anyObligationorParity Debtin respectof whichthe Issuerhasentered into a Qualified Swap shall be based on:

(A)the fixed rateorratesof the Qualified Swapifthe Issuerhasentered intowhatis generallyreferred toasa “ floating-to-fixed” Qualified Swap(wherethe Issuerpays a fixed rate and receives a floating rate); or

(B)the lowerof (i)the Estimated Average Interest Rateand (ii) the effectivecapped rateof anyObligationorParity Debtif the Issuerhasentered intoaQualified Swapthatis generallyreferred toasan “ interest ratecap ” (wherethe Issuerreceivesapaymentif a variable rate exceeds a certain amount); or

(C)the Estimated Average Interest Rateofthe Qualified Swapifthe Issuerhasentered into eitherwhatisgenerallyreferred toasa “ fixed-to-floating ” Qualified Swap(wherethe Issuerpays avariable rateand receivesafixed rate) ora “ floating-to-floating ” Qualified Swap (where the Issuer pays avariable rate and receives a different variable rate).

(3)WithrespecttoPut Obligationsand anyObligationsof aSeriesthe interest on whichispayable periodicallyand atleast twenty-fivepercentum(25%) of the originalprincipalamountof whichisstated tomature atone timeand forwhichmaturingprincipalamountamortizationrequirements havenotbeen designated, (i) PrincipalInstallments shall bedeemedtoamortizeovera30-yearperiod from theirdateofissuance(oranyshorter period provided bySupplementalResolution) based on substantiallylevel debtserviceasestimated bythe Issuer, and (ii) interest shall be based on the actual interest rate or the Estimated Average Interest Rate, as applicable.

(4) Ifthe Issuerhasirrevocablydeposited Authorized Investments ormoneywiththe Trustee (or otherwiseintrust)forthe paymentof anyportion of DebtService,the expected futurecashflowfrom such Authorized Investments and moneyshall be deducted from Debt Service.

(5) Ifthe Issuerhas,atanytime,irrevocablycalled forredemption one ormoreSeriesof Obligations, including pursuanttoacovenanttoapplyanyportion of the Trust EstatetoredeemObligationsorParity Debt (whichparticularObligationsorParity Debtneed notbespecificallyidentified in advance,exceptastointerest rate and maturity),the Issuershall take intoaccountsuchredemption forpurposesof determining Calculated Debt Service.

(6)With respect to Parity Reimbursement Obligations, accelerated payments of principalshall onlybe taken intoaccountif,atthe time of calculation,suchamounts arepayable duetoadrawunderacreditorliquidity facility.

CapitalAppreciation Obligations shall meananyObligationsdenominated assuchand issued asto which interest is payable only at the maturity or prior redemption of such Obligations.Exceptasotherwiseprovided bySupplementalResolution,forthe purposesof (i)receivingpaymentof the RedemptionPriceifaCapital Appreciation Obligation isredeemedpriortomaturity,(ii) computing the principalamountof Obligationsheld by the registered ownerof aCapitalAppreciation Obligation in givingtothe Issuerorthe Trustee anynotice,consent, request,ordemand pursuanttothe Resolutionforanypurposewhatsoeveror(iii) computing DebtService,the principalamountof aCapitalAppreciationObligationshall bedeemedtobeits Accreted Value(whichinthe case of clause (ii) may be the Accreted Value as of the immediately preceding Valuation Date).

CertificateofDetermination shall meanacertificateofanAuthorized Officerof the Issuerfixingterms, conditionsand otherdetailsof Obligations,Parity Debt,CreditFacilities,Subordinated Indebtedness or Subordinated ContractObligationsin accordancewiththe delegationofpowertodosounderaSupplemental Resolution.

Costs of Issuance shall meanthe costsof the authorization,sale and issuanceofaSeriesof Obligations, Obligation Anticipation Notes,Subordinated Indebtedness,Parity Debt,Subordinated ContractObligationsorother obligationsauthorized underthe Resolution,including withrespecttoanypartytoatransaction Statebond issuance

ATTACHMENT 5-3 charges, document printing and reproduction costs, filing and recording fees,costsof creditratings,fees and charges of the Trustee and otherFiduciariesand agents,legalfeesand charges,professionalconsultants’ fees,underwriting fees,feesand chargesforexecution,transportation and safekeeping of Obligations,premiums,feesand chargesin ordertoobtain,renew,extendorterminateCreditFacilitiesand Qualified Swapsand otherfinancialarrangements, costs and expensesof refunding suchObligations,Obligation AnticipationNotes,Subordinated Indebtedness,Parity Debt,Subordinated ContractObligationsorotherobligationsauthorized underthe Resolution,and othercosts, charges and fees, including those of the Issuer and any other Related Entities, in connection with the foregoing.

Counsel’ sOpinion or Opinion of Counsel or Opinion shall meananopinionsigned byanattorneyor firmof attorneys of recognized standing (who may be counsel to the Issuer) selected by the Issuer.

CreditFacility shall meananyletterof credit,standbybond purchaseagreement,line of credit,policyof bond insurance,surety bond,guarantee orsimilarinstrument,orany agreementrelatingtothe reimbursementof any paymentthereunder(oranycombinationofthe foregoing),whichisobtained bythe Issuerand isissued by a financialinstitution,insuranceproviderorotherPerson and whichprovidessecurity orliquidity in respectof any Outstanding Obligations, Parity Debt or Obligation Anticipation Notes.

DebtService foranyperiod shall mean,asof anydateofcalculationand withrespecttoanySeriesof Obligationsorany Parity Debtoutstanding,the sumof: (i)interest on the Obligationsof suchSeriesand the interest components of Parity Debtaccruingduring suchperiod and (ii) thatportion of eachPrincipalInstallmentforsuch Obligationsand Parity Debtthatwould accrueduringsuchperiod if suchPrincipalInstallmentweredeemedto accruedailyin equalamounts from the preceding PrincipalInstallmentpaymentdateonOutstanding Obligations and Parity Debt; provided,however,that,unless otherwisesetforthinaSupplementalResolution,no Principal Installmentshall bedeemedtobegin accruing until the laterof oneyearpriortosuchPrincipalInstallment ’ sdue date and the date of issuance or incurrence of the related Obligation or Parity Debt.

Debt Service Payment Date shall mean,withrespecttoanyportion of DebtService,the dateonwhichthe Debt Service shall be payable.

Defeasance Security shall mean

(1) anAuthorized Investmentasspecified in clause(1) of the definition thereof (otherthanan obligation of the State),which is not redeemable at the option of the issuer thereof,

(2)anAuthorized Investmentasspecified in clause(1) (whichis anobligation of the State),(2),(3), (6)or(7)ofthe definition thereof,whichisnotredeemable atthe option of the issuerthereof and whichshall berated atthe timeofthe investmentin the highest long-termRatingCategory by each RatingAgency,

(3)anydepositary receiptissued byaBank ascustodianwithrespecttoanyDefeasanceSecurity whichisspecified in clause(a)aboveand held bysuchBank forthe account of the holderof such depositary receipt,orwithrespecttoanyspecificpaymentof principaloforinterest on anysuch Defeasance Security which is sospecified and held,provided that(exceptasrequired bylaw) such custodianisnotauthorized tomake anydeduction from the amountpayable tothe holderof such depositary receiptfrom anyamountreceived bythe custodianinrespectof the Defeasance Security or the specific payment of principal or interest evidenced by such depositary receipt,

(4) any certificate of depositspecified in the Resolution, including certificatesof depositissued by the Trustee orbyaPayingAgent,secured byobligationsspecified in clause(a)aboveofamarket valueequalatall timestothe amountof the deposit,whichshall berated atthe timeofthe investment in the highest long-term Rating Category by eachRating Agency, or

(5) anyotherAuthorized Investmentdesignated in aSupplementalResolution asaDefeasance Security forpurposesof defeasingthe Obligationsauthorized bysuchSupplementalResolution,

ATTACHMENT 5-4 whichisnotredeemable atthe option of the issuerthereof and whichshall berated atthe time of the investment in the highest long-term Rating Category by each RatingAgency.

Deferred IncomeObligation shall meananyObligation(A) astowhichinterest accruingthereon prior to the Interest CommencementDateofsuchObligation is (i) compounded on eachValuation DateforsuchDeferred IncomeObligation and (ii) payable onlyatthe maturity orpriorredemption of suchObligationsand (B)astowhich interest accruing afterthe Interest CommencementDateispayable on the first interest paymentdatesucceeding the Interest CommencementDateand periodicallythereafteron the datesspecified in ordetermined bySupplemental Resolution. Exceptasotherwiseprovided bySupplementalResolution,forthe purposesof (i) receiving paymentof the Redemption PriceifaDeferred IncomeObligationisredeemedpriortomaturity,(ii) computingthe principal amountof Obligationsheld bythe registered ownerof aDeferred IncomeObligationingiving tothe Issuerorthe Trustee anynotice,consent,request,ordemand pursuanttothe Resolution foranypurposewhatsoeveror(iii) computingDebtService,the principalamountof aDeferred IncomeObligation shall bedeemed tobeits Appreciated Value(whichinthe caseofclause(ii) maybethe Appreciated Valueasof the immediatelypreceding Valuation Date).

Estimated Average Interest Rate shall mean,astoanyVariable Interest RateObligationsorQualified Swapand asof anydateofcalculation,the average interest rateorratesanticipated tobeborne bysuchObligations orQualified Swap,orbythe combination of sucharrangements,overthe period orperiodsforwhichsuchrateor rates are anticipated to be in effect, all as estimated byanAuthorized Officer.

FinalJudgment shall meananyjudgmentororderof anycourt of competentjurisdiction,orof any arbitrator or panel of arbitrators, as to which all appeals have been exhausted.

Interest CommencementDate shall mean,withrespecttoanyparticularDeferred IncomeObligation,the datedetermined bySupplementalResolutionafterwhichinterest accruingonsuchObligationshall bepayable on the first interest payment datesucceeding suchInterest CommencementDate and periodically thereafteron the dates determined pursuant to such SupplementalResolution.

LIRR shall mean The Long Island Rail Road Company and anysuccessor thereto.

MaBSTOA shall meanthe Manhattanand BronxSurfaceTransitOperating Authority and anysuccessor thereto.

MNCRC shall mean the Metro-NorthCommuter Railroad Companyand anysuccessor thereto.

MSBA shall mean the Metropolitan Suburban Bus Authority and any successor thereto.

MTA shall meanthe MetropolitanTransportation Authority,the corporation organized and existingunder the MTAAct, and any successor thereto.

MTAAct shall meanthe MetropolitanTransportation Authority Act,being Title 11 of Article 5 of the New York PublicAuthorities Law, asfrom time to time amended.

Obligation Anticipation Notes shall meananysuchnotesissued and delivered pursuanttothe Resolution, excepttothe extent(but onlytothe extent)thatall oranyportion of suchnoteseitherarenotpayable,orare anticipated bythe Issuernottobepaid,from the proceedsof the Obligationsin anticipation of whichsuchnotesare being issued.

Opinion of Bond Counsel shall meananopinion signed byHawkins,Delafield &Wood oranyother attorneyorfirmofattorneys of nationallyrecognized standing in the field of lawrelating tothe issuanceof obligations bystate and municipal entities, selected bythe Issuer.

ATTACHMENT 5-5 Outstanding,whenused withreferencetoObligationsorObligationsof aSeries,shall mean,asof any date, Obligations or Obligations of such Series theretofore or thereupon to be delivered under the Resolution except:

(1) AnyObligations canceled at or prior to such date;

(2)Obligations the principaland Redemption Price,if any,of and interest on whichhavebeen paid in accordancewith the terms thereof;

(3)Obligations in lieu of or in substitution forwhich other Obligations shall have been delivered;

(4) Obligations deemed to have been paid;

(5) Put Obligationstendered ordeemed tendered in accordancewiththe provisionsof the SupplementalResolution authorizing suchObligationson the applicable tenderdate,if the PurchasePricethereof and interest thereon shall havebeen paid oramounts areavailable and setaside forsuchpaymentasprovided in suchSupplementalResolution,excepttothe extentsuchtendered Put Obligationsthereaftermayberesold pursuant to the terms thereof and of such SupplementalResolution; and

(6)Forthe purposeofanyconsenttobegiven orotheraction tobetaken byorupon the direction of Owners of aspecified portion of ObligationsOutstanding,Obligationsowned orheld byorforthe accountof the Issuer or anyRelated Entity.

The principalcomponentof any Parity Debtshall bedeemedtobeOutstanding in aprincipalamountequal tothe principalamountof the obligation then owed bythe Issuerthereunderin lieuof the related Obligation, regardless of the authorized amountof the principalcomponentof suchParity Debtorthe related Obligationand provided that,unless otherwiserequired pursuanttothe related SupplementalResolution,the principalcomponent of such Parity Debt shall not byitself increase the Outstanding principal amount of Obligations.

Owner, oranysimilarterms,shall meanthe registered ownerof anyObligation asshownonthe booksfor the registration and transfer of Obligations.

Parity Debt shall meananyParity ReimbursementObligation,anyParity SwapObligation oranyother contract,agreementorotherobligation of the Issuerdesignated asconstituting “ Parity Debt ” in acertificateofan Authorized Officerdelivered tothe Trustee; provided,however,thatanysuchParity ReimbursementObligation, Parity Swap Obligation,orothercontract,agreementorotherobligationshall notconstitute Parity Debtsolelytothe extent of any obligations to pay termination orotherfees, expenses,indemnification orothersimilarpayments tothe counterpartytosucharrangement; provided furtherthatParity ReimbursementObligationsmayinclude accelerated principal amortization provisions to the extent permitted by the terms of the Resolution.

Parity ReimbursementObligation hasthe meaning provided underthe caption “ CreditFacilities; Qualified Swaps and Other SimilarAgreements; Parity Debt. ”

Parity SwapObligation hasthe meaning provided underthe caption “ CreditFacilities; Qualified Swaps and Other SimilarArrangements; Parity Debt. ”

Pre-existing Indebtedness shall meananybonds,notesorotherobligationsof the IssueroranyRelated Entity thatareissued orincurred underanauthorizingresolutionorotherdocumentin effectpriortothe dateof issuance of the initial Series of Obligationsunder the Resolution, including any Prior Lien Obligations.

PrincipalInstallments shall mean,asof anydateofcalculationand withrespecttoanySeriesof ObligationsoranyParity Debt,asapplicable,(a)the principalamountof Outstanding Obligationsof suchSeries, dueonthe datesand in the amounts specified bySupplementalResolution,reduced bythe principalamountof such Obligationswhichwould beretired byreason of the paymentwhendueand application in accordancewiththe Resolution of Sinking Fund Installments payable beforesuchdates,plus the unsatisfied balance(determined as provided in the Resolution) of anySinking Fund Installments dueonanycertain futuredateforObligationsof such

ATTACHMENT 5-6 Series,togetherwithsuchredemption premiums,if any,applicable on anysuchfuturedate,and (b)withrespectto anyParity Debt,the amountduethereunderon the datesand in the amounts established in accordancewiththe Resolution as a principal component of such Parity Debt payable on a parity with the Obligations.

PurchasePrice shall mean,withrespecttoanyObligation,100%ofthe principalamountthereofplus accrued interest,if any,plus in the caseofanObligation subjecttomandatory tenderforpurchaseonadatewhen suchObligation isalsosubjecttooptionalredemption atapremium,anamountequaltothe premiumthatwould be payable on such Obligation if redeemed on such date.

Put Obligations shall meanObligationswhichbytheirtermsmaybetendered atthe option of the Owner thereof,oraresubjecttoamandatory tenderotherthanatthe election of the IssueroraRelated Entity,forpayment or purchase prior to the stated maturity or redemption date thereof.

Qualified Swap shall mean,tothe extentfrom timetotimepermitted bylaw,withrespecttoObligations, anyfinancialarrangement (i)whichisentered intobythe Issuerwithanentity thatisaQualified SwapProviderat the timethe arrangementisentered into,(ii) whichisacap,floororcollar; forwardrate;futurerate;swap(such swapmaybebased on anamountequaleithertothe principalamountof suchObligationsof the Issuerasmaybe designated oranotionalprincipalamountrelatingtoall oraportion of the principalamountof suchObligations); asset,index,priceormarket-linked transaction oragreement; otherexchange orrateprotection transaction agreement; othersimilartransaction (howeverdesignated);oranycombinationthereof;oranyoptionwithrespect thereto,in eachcaseexecuted bythe Issuerforthe purposeofmoderatinginterest ratefluctuations,reducingdebt servicecosts orcreating eitherfixed interest rateObligationsorVariable Interest RateObligationson asynthetic basisorotherwise,and (iii) whichhasbeen designated in writingtothe Trustee byanAuthorized Officeras a Qualified Swapwith respect to such Obligations.

Qualified SwapProvider shall meananentity whoseseniorlong termobligations,otherseniorunsecured long termobligations,financialprogramrating,counterpartyrating,orclaimspayingability,orwhosepayment obligationsunderaninterest rateexchange agreementareguaranteed byanentity whoseseniorlong termdebt obligations,otherseniorunsecured long termobligations,financialprogramrating,counterpartyrating,orclaims payingability,arerated eitheratleast ashigh as (i)the thirdhighest Rating Category of eachRating Agencythen maintaining arating forthe Qualified SwapProvideror(ii) anysuchlowerRatingCategorieswhicheachsuch RatingAgencyindicatesin writingtothe Issuerand the Trustee willnot,byitself,resultin areduction or withdrawalofits rating on the Outstanding ObligationssubjecttosuchQualified Swapthatisin effectpriorto entering into such Qualified Swap.

Rating Agency shall meaneachnationallyrecognized statisticalrating organization thenmaintaining a rating on the Obligations at the request of the Issuer.

Rating Category shall meanone of the genericrating categoriesof anyRatingAgencywithout regardto any refinement or gradation of such rating by anumericalmodifier or otherwise.

Rating Confirmation shall meanevidencethatno rating then in effectfrom aRatingAgencywill be withdrawnorreduced solelyasthe resultof anaction tobetakenunderthe Resolution; provided,however,thatno action requiring Rating Confirmation shall beundertakenunless atleast oneRatingAgencyatthattimemaintains a rating on Obligations.

Redemption Price shall mean,withrespecttoanyObligation,100%ofthe principalamountthereof plus the applicable premium, if any, payable upon the redemption thereof pursuant to the Resolution.

ReimbursementObligation hasthe meaning provided in the sectionofthe Resolutionsummarized under the caption “ Credit Facilities; Qualified Swaps and Other SimilarArrangements; Parity Debt. ”

Related Entity shall meananyof the MTA, TBTA, MaBSTOA,the TransitAuthority, MNCRC, LIRR, SIRTOA, MSBAand anyaffiliateorsubsidiary of anyof the foregoing noworhereafterestablished and designated as a Related Entity byanAuthorized Officer.

ATTACHMENT 5-7 Responsible Officer shall meananyofficerassigned tothe corporatetrust officeofthe Trustee,orany otherofficerof the Trustee customarilyperforming functionssimilartothoseperformed byanyof suchofficers and who hasdirectresponsibility forthe administrationofthe Resolution,and also,withrespecttoaparticularmatter, anyotherofficer,towhomsuchmatterisreferred becauseofsuchofficer'sknowledge of and familiarity withthe particular subject.

SecuritiesDepository shall meanarecognized securitiesdepository selected bythe Issuertomaintain a book-entrysystem in respecttoall oranyportion of aSeriesof Obligations(including,asappropriate,anynominee thereof),and shall include anysubstitutefororsuccessortothe SecuritiesDepository initiallyactingasSecurities Depository.

Series shall meanall of the Obligationsdelivered on originalissuancepursuanttoasingle Supplemental Resolution and denominated thereinasingle series,and anyObligationsthereafterdelivered in lieuof orin substitution therefor, regardless of variations in maturity, interest rate, or other provisions.

Sinking Fund Installment shall mean,asof aparticulardate,anySinking Fund Installmentestablished pursuant to the terms of the Resolution.

SIRTOA shall mean the Staten Island Rapid Transit Operating Authority and anysuccessor thereto.

State shall mean the State of NewYork.

Subordinated ContractObligation shall meananypaymentobligation (otherthanapaymentobligation constitutingParity DebtorSubordinated Indebtedness)arising under(a) anyCreditFacility whichhasbeen designated asconstituting a “ Subordinated ContractObligation” in acertificateofanAuthorized Officerdelivered tothe Trustee,(b) anyQualified Swaporportion thereof whichhasbeen designated asconstituting a “ Subordinated ContractObligation” in acertificateofanAuthorized Officerdelivered tothe Trustee,and (c) anyothercontract, agreementorotherobligation of the Issuerdesignated asconstitutinga “ Subordinated ContractObligation” in a certificateofanAuthorized Officerdelivered tothe Trustee. EachSubordinated ContractObligation shall be payable and secured in amanner permitted byArticle V of the Resolution, and anylien on and pledge of anyportion of the Trust EstatesecuringSubordinated ContractObligationsshall bejuniorand inferiortothe lienonand pledge of the Trust Estate created in the Resolution for the payment of the Obligations and Parity Debt.

Subordinated Indebtedness shall meananybond,noteorotherindebtedness authorized bySupplemental Resolution orotherresolutionofthe Issuerand designated asconstituting “ Subordinated Indebtedness” in a certificateofanAuthorized Officerdelivered tothe Trustee,whichshall bepayable and secured in amanner permitted byArticle Vof the Resolution,and anylienonand pledge of anyportion of the Trust Estatesecuring Subordinated Indebtedness shall bejuniorand inferiortothe lien on and pledge of the Trust Estatecreated forthe payment of the Obligations and Parity Debt.

SupplementalResolution shall meananyresolution supplementaltooramendatory of the Resolution adopted bythe Issuerin accordancewiththe Resolution and,exceptasthe context mayotherwiserequire,including any related Certificate of Determination.

TA Act shall meanthe NewYorkCity TransitAuthority Actbeing Title 9ofArticle 5ofthe NewYork Public AuthoritiesLaw, as amended from time to time.

Taxable Obligations shall mean any Obligationswhich are not Tax-Exempt Obligations.

Tax-ExemptObligations shall meananyObligationsthe interest on whichisintended bythe Issuertobe generallyexcluded from gross incomeforfederalincometaxpurposesand whicharedesignated asTax-Exempt Obligations in the SupplementalResolution authorizing such obligations.

TBTA shall meanthe Triborough Bridge and Tunnel Authority,the corporation organized and existing under the TBTA Act, and any successor thereto.

ATTACHMENT 5-8 TBTA Act shall meanthe Triborough Bridge and Tunnel Authority Act,being Title 3of Article 3of the New York PublicAuthorities Law, as amended from time to time.

Transit Authority shall mean the New YorkCity TransitAuthority, the corporation organized and existing under the TA Act, and anysuccessor thereto.

Transportation District shall mean the MetropolitanCommuter Transportation Districtcreated bySection 1262 of the MTAAct.

Transportation DistrictProject shall meananyproject,programorfacility thatthe Issueroranyother Related Entity (in eithercase,byitselforwithanyotherPerson) isauthorized from timetotimebylawtoplan, design,acquire,establish,construct,effectuate,operate,maintain,renovate,improve,extend,rehabilitateorrepair within, or for the benefit of, the Transportation District.

Valuation Date shall mean (i)withrespecttoanyCapitalAppreciation Obligationsthe dateordatesset forthinthe SupplementalResolution authorizing suchObligationson whichspecificAccreted Valuesareassigned tothe CapitalAppreciation Obligationsand (ii) withrespecttoanyDeferred IncomeObligations,the dateordates on orpriortothe Interest CommencementDatesetforthinthe SupplementalResolution authorizingsuch Obligations on which specific Appreciated Values are assigned to the Deferred Income Obligations.

Variable Interest Rate shall meanavariable interest ratetobeborne byanyObligation. The method of computingsuchvariable interest rateshall bespecified in the SupplementalResolution authorizingsuchSeriesof Obligations.

Variable Interest Rate Obligations shall mean Obligations which bear a Variable Interest Rate.

(Section A-101)

Resolution to Constitute Contract

Inconsideration of the purchaseand acceptanceofanyand all of the Obligationsand Parity Debt authorized tobeissued underthe Resolution bythosewho areOwners of the Obligationsand Parity Debtfrom time totime,the Resolution shall bedeemedtobeand shall constituteacontractbetween the Issuerand the Owners from timetotimeofthe Obligationsand Parity Debt; and the pledge made in the Resolution and the covenants and agreements thereinsetforthtobeperformedonbehalf of the Issuershall beforthe equalbenefit,protection and security of the Owners of anyand all of the Obligations and Parity Debt, all of which,regardless of the timeortimes of theirauthentication,issuanceand delivery,ormaturity,shall beofequalrank without preference,priority or distinction of anyof the ObligationsorParity DebtoveranyotherObligationsorParity Debt,exceptasexpressly provided in or permitted by the Resolution.

(Section A-104)

Certain Provisions for Issuance of Obligations

The Obligationsmaybesold in oneormoreSeriesor subseries(eachofwhichshall contain adesignation distinguishing itfrom otherSeriesor subseries),and shall bedelivered bythe Issuerunderthe Resolutionbut only upon receipt bythe Trustee of, a number of items, including:

AnOpinion of Bond Counsel in customary formtothe effectthat (i) the Issuerhasthe rightand power underthe IssuerActtoadoptthe Resolution,and the Resolution hasbeen dulyand lawfullyadopted bythe Issuer,isin full forceand effect,and isvalid and binding upon the Issuer,and enforceable in accordance withits terms,and no otherauthorizationforthe Resolution isrequired asof the datethereof;(ii) the Resolution createsthe valid pledge whichitpurports tocreateofthe Trust Estateinthe mannerand tothe extentprovided in the Resolution;(iii) the Obligationsarevalid and binding obligationsof the Issuer, enforceable in accordancewiththeirtermsand the termsof the Resolution and entitled tothe benefits of

ATTACHMENT 5-9 the IssuerActasamended tothe dateofsuchOpinionofBond Counsel;and (iv)suchObligationshave been dulyand validly authorized and issued in accordancewith lawand the Resolution.

(Section A-201)

Credit Facilities; Qualified Swaps and Other Similar Arrangements; Parity Debt

The Issuermayinclude suchprovisionsin aSupplementalResolution authorizing the issuanceofaSeries of Obligationssecured byaCreditFacility asthe Issuerdeemsappropriate,and no suchprovisionsshall bedeemed to constitute an amendment to the Resolution, including: Solong asthe CreditFacility isin full forceand effectand paymenton the CreditFacility isnotin default, then (i)the issuerof the CreditFacility shall bedeemed tobethe sole Ownerof the Outstanding Obligationsthe paymentof whichsuchCreditFacility securesor(ii) in the alternativeorwithrespectto particularmatters,the approval,consentoraction of the issuerof the CreditFacility shall berequired in addition tothe approval,consentoraction of the applicable percentage of the Owners of the Outstanding Obligations,in eithercasewhenthe approval,consentoraction of the Owners forsuchObligationsis required ormaybeexercised underthe Resolution including anySupplementalResolution and following anEventof Defaultunderthe Resolution; provided,however,thatno issuerof aCreditFacility shall be deemed tobethe sole Ownerof Outstanding Obligationspursuanttothisprovision in the eventthatthe Credit Facility or Credit Facilities securing such Obligations provide onlyliquidity support.

Inaddition,suchSupplementalResolution mayestablishsuchprovisionsasarenecessary (i) tocomply withthe provisionsof eachsuchCreditFacility,(ii) toprovide relevantinformation tothe issuerof the Credit Facility,(iii) toprovide amechanismforpayingPrincipalInstallments and interest on Obligationssecured bythe CreditFacility,and (iv) tomake provision foranyevents of defaultorforadditionalorimproved security required bythe issuer of a Credit Facility.

The IssuermaysecuresuchCreditFacility byanagreementproviding forthe purchaseofthe Obligations secured therebywithsuchadjustments tothe rateofinterest,method of determining interest,maturity,or redemptionprovisionsasspecified bythe Issuerin the applicable SupplementalResolution. The Issuermayalsoin anagreementwiththe issuerof suchCreditFacility agree todirectlyreimbursesuchissuerforamounts paid under the termsof suchCreditFacility (togetherwithinterest thereon,the “ ReimbursementObligation” ); provided, however,thatno amounts shall bepayable bythe IssuerunderaReimbursementObligationforpurposesof the Resolution,until amounts arepaid undersuchCreditFacility bythe issuerthereof. Asdetermined bySupplemental Resolution,anysuchReimbursementObligation,whichmayinclude interest calculated ataratehigherthanthe interest rateonthe related Obligationand accelerated principalamortization, (i)maybesecured byapledge of,and alien on,the Trust Estateonaparity withthe lien created bythe Resolutiontosecurethe Obligations(a “ Parity ReimbursementObligation” ),but onlytothe extentthat(priortoanyacceleration of all Obligations,if permitted) anyprincipalamortization requirements are either(A)commensuratewiththe amortization requirements forsuch related Obligations,without acceleration or(B)accelerated tonogreaterextentthantorequirerepaymentin equal principal installments over 5 ormoreyears,or(ii) mayconstitutea Subordinated ContractObligation,asdetermined bythe Issuer.Parity ReimbursementObligationsshall notinclude anypayments (otherthaninterest calculated at a higherratepursuanttoaCreditFacility) (i)ofanyfeesorexpenses,(ii) pursuanttoanyindemnification provisions or(iii) pursuanttoterm-loanorotherprincipalamortization requirements in reimbursementof anysuchadvance that aremore accelerated than permitted by clauses (A) and (B)ofthe preceding sentence,and anysuchpayments of the items specified in clauses (i), (ii) or (iii) may constitute Subordinated Contract Obligations.

Inconnection withthe issuanceofanyObligationsoratanytimethereaftersolong asObligationsremain Outstanding,the Issuermay,tothe extentpermitted pursuanttolaw,from timetotimeenterintoQualified Swaps. The Issuer ’ sobligation topayanyamountunderanyQualified Swapmaybesecured byapledge of,and alienon, the Trust Estateonaparity withthe liencreated bythe Resolution tosecurethe Obligations(a “ Parity Swap Obligation” ),ormayconstituteaSubordinated ContractObligation,asdetermined bythe Issuer.Parity Swap Obligationsshall notinclude anypayments of anytermination orotherfees,expenses,indemnificationorother obligations to a counterparty to a Qualified Swap,which payments may be Subordinated Contract Obligations.

ATTACHMENT 5-10 Excepttothe extent thatanAuthorized Officerdirects thatsuchamounts bedeposited in anyotherFund or Accountpledged tothe paymentof Obligations,anyamounts paid tothe IssuerunderaQualified Swapshall be deposited in the Debt Service Fund.

AnAuthorized Officercan,pursuanttoacertificatefiled withthe Trustee,designateanyothercontract, agreement or obligation as Parity Debt.

(Section A-202)

Obligation Anticipation Notes

Wheneverthe Issuershall have,bySupplementalResolution,authorized the issuanceofaSeriesof Obligations,the Issuermaybyresolution authorizethe issuanceofObligation AnticipationNotesin anticipationof the issuanceofsuchauthorized Seriesof Obligations,in aprincipalamountnotexceeding the principalamountof the Obligationsof suchSeriessoauthorized. The principalofand premium,if any,and interest on suchObligation AnticipationNotesand anyrenewalsof suchObligation Anticipation Notesshall bepayable onlyfrom anyorall of the followingitemsdesignated bythe Issueratorpriortoissuanceofanysuchseriesof Obligation Anticipation Notes (i) the proceedsof anyrenewalsof suchObligation AnticipationNotesissued torepaysuchObligation AnticipationNotes,(ii) the proceedsof the sale of the Seriesof Obligations in anticipation of whichsuchObligation AnticipationNotesareissued,(iii) amounts available topaySubordinated Indebtedness,or(iv) anyothermoney available thereforand notpledged underthe Resolution. Suchproceedsand otheramounts setforthinclauses (i), (ii),(iii) and (iv)maybepledged forthe paymentof the principalofand premium,if any,and interest on such Obligation Anticipation Notes,and anysuchpledge of the itemssetforthinclauses (i)and (ii) shall havepriority over any other pledge created bythe Resolution.

(Section A-203)

Redemption at the Election of the Issuer; Tender to Related Entities

The Issuermayelecttoredeem Obligationsin accordancewiththe SupplementalResolution underwhich suchObligationswereissued,priortothe redemption date,causetobepaid out tothe appropriatePaying Agentor PayingAgents out of moneyavailable thereforanamountin cashwhich,in addition toothermoney,if any, available thereforheld bysuchPayingAgentorPaying Agents,will besufficienttoredeemonthe redemption date at the Redemption Price thereof, all of the Obligations to be redeemed.

Inaddition,asprovided bySupplementalResolution,the Issuermay,in its sole discretion,purchaseor granttoanyRelated Entity the option topurchase,atanytimeand from timetotime,anyObligationswhichare redeemable at the election of the Issuer at a purchase price equal to the redemption price therefor.

(Section A-402)

Investment of Funds

Subjecttothe provisionsof the Resolution,amounts in the Fundsand Accounts established bythe Resolution may be invested onlyin Authorized Investments and onlywhen and asspecificallydirected in writing by anAuthorized Officer.

Exceptasprovided bySupplementalResolution,in computingthe amountof suchFunds,Accounts and subaccounts,investments shall bevalued atpar,orif purchased atotherthanpar,shall bevalued atAmortized Value.

(Section A-501)

ATTACHMENT 5-11 Satisfaction of Sinking Fund Installments

Anyamountaccumulated in the DebtServiceFund in respectof and uptothe unsatisfied balanceofeach Sinking Fund Installmentshall beapplied by the Trustee toeither(a)or(b)belowasdirected bythe Issuer(together withamounts accumulated in the DebtServiceFund withrespecttointerest on the Seriesof Obligationsforwhich suchSinking Fund Installmentwasestablished) if sodirected byanAuthorized Officerpriortothe 45thday preceding the due date of such Sinking Fund Installment asfollows:

(a)tothe purchaseofObligationsforwhichsuchSinking Fund Installmentwasestablished,at prices(including anybrokerage and othercharges)notexceeding the principalamountof suchObligations plus unpaid interest accrued tothe dateofpurchase,suchpurchasestobemade in suchmannerasthe Issuer shall direct; or

(b)tothe redemption of ObligationsforwhichsuchSinking Fund Installmentwasestablished,if then redeemable by their terms at the prices referred to in clause (a) above.

All Obligationssopurchased orredeemed shall becanceled bythe Trustee priortothe 45thdaypreceding the due date of suchSinking Fund Installment.

Upon the purchaseorredemption of anyObligation pursuanttothe preceding paragraph,anamountequal tothe principalamount of the Obligationssopurchased orredeemed shall becredited towardthe next Sinking Fund Installmentthereaftertobecome duewithrespecttothe Obligationsof suchmaturity and the amountof anyexcess of the amounts so credited over the amount of such Sinking Fund Installment shall becredited by the Trustee against futureSinking Fund Installments forsuchSeriesasspecified byanAuthorized Officer.Priortothe purchaseor redemptionofsuchObligations,the Issuershall delivertothe PayingAgentand tothe Trustee acertificateofan Authorized Officerspecifying (i)the principal amount,Series,maturity,interest rateand numbers of the Obligations so to be purchased or redeemed, (ii) the date and Series of the Sinking Fund Installment in satisfaction of whichsuch Obligationsaresotobepurchased orredeemed,(iii) the aggregateprincipalamountof the Obligationssotobe purchased orredeemed,and (iv)the unsatisfied balanceofeachsuchSinking Fund Installmentaftergivingeffectto the delivery of such Obligations.

In satisfaction, in whole or in part,of anySinking Fund Installment,the Issuermaydelivertothe Trustee at least 45 days priortothe dateofsuchSinking Fund Installment,forcancellation,Obligationsacquired bypurchase orredemption,exceptObligationsacquired bypurchaseorredemption pursuanttothe provisionsof the Resolution summarized in the firstparagraph of thiscaption,of the maturity and interest rateentitled tosuchSinking Fund Installment.All Obligationssodelivered tothe Trustee in satisfactionofaSinking Fund Installmentshall reduce the amount thereof bythe amount of the aggregate principal amount of such Obligations.

(Section A-502)

Trustee; Appointment; Resignation or Removal and Appointment of Successor

The Resolution appoints the Trustee named on the cover page thereof as Trustee.

The Trustee mayatanytimeresignand bedischarged of the dutiesand obligationscreated bythe Resolution bygiving notless than60 days'written noticetothe Issuerand mailing noticethereof tothe Owners of the Obligations.

The Trustee mayberemoved atanytimebyaninstrumentorconcurrentinstruments in writing. A successormay be appointed by the Owners of amajority in principal amount of the Obligations then Outstanding.

AnyTrustee appointed underthe provisionsof the Resolution in succession tothe Trustee shall beaBank thatisorganized underthe laws of the Stateorisanationalbanking association organized underthe laws of the United Statesof America, doing business and havingacorporatetrust officein The City of NewYork,and having a

ATTACHMENT 5-12 capitaland surplus aggregating atleast $100 million,if therebesuchaBank willing and able toacceptthe officeon reasonable and customary terms and authorized by law to perform all the duties imposed upon it bythe Resolution.

(Section A-701, A-708, A-709, A-710)

Paying Agents and Registrars; Appointment; Resignation or Removal and Appointment of Successor

The Trustee is also the Registrar and a Paying Agentwith respect to the Obligations. The Issuermayatany timeorfrom timetotimeappointone ormoreotherPayingAgents and Registrars.The Issuermaybeappointed a PayingAgent or Registrar.

AnyPaying AgentorRegistrarmayatanytimeresign and bedischarged of the dutiesand obligations created bythe Resolution bygivingatleast 60 days’ written noticetothe Issuer,the Trustee,and the otherPaying Agents orRegistrar,asthe casemaybe. AnyPaying AgentorRegistrarmayberemoved atanytimebyan instrumentfiled withsuchPayingAgentorRegistrarand the Trustee and signed bythe Issuer.Anysuccessor PayingAgent or Registrar shall be appointed bythe Issuer, with the approval of the Trustee,and shall beaBank that isorganized underthe laws of the Stateorisanationalbanking association organized underthe laws of the United Statesof America doing business and havingacorporatetrust officeinThe City of NewYorkand having acapital and surplus aggregating atleast $100 million,whichiswilling and able toacceptthe officeonreasonable and customary terms and authorized by law to perform all the duties imposed upon it bythe Resolution.

(Section A-703, A-713)

Supplemental Resolutions Effective Upon Filing With the Trustee

The Issuermayadoptatanytime orfrom timetotime,forany oneormoreofthe purposesspecified in the Resolution including but notlimited tothe following,aSupplementalResolution,whichdoesnotrequirethe consent of or notice to any Owner:

(1) To authorize Obligations of a Series and, in connection therewith, (a) specify and determine the matters and things referred to in the provisions of the Resolution authorizing issuance of Obligations, and alsoanyother matters and things relative to such Obligationswhicharenotcontrary toorinconsistentwiththe Resolution astheretoforeineffect,(b)inthe caseofVariable Interest RateObligationsorPut Obligations,as applicable,setforthprovisionsspecifyingthe mannerin whichinterest on Variable Interest Rate Obligations orPut Obligations,asapplicable,istobecalculated forthe purposesof various definitionsand provisionsof the Resolution,provisionsproviding forchangesin interest rates,interest rateperiodsor interest paymentdatesforanyVariable Interest RateObligationofaSeriesorPut Obligations,as applicable,provisionsregarding anOwner'srightorobligation totenderPut Obligationsforredemption or purchaseinlieuof redemption,and provisionsgoverning the mannerin whichVariable Interest Rate ObligationsorPut Obligations,asapplicable,whichthe Ownerthereof hasthe rightto,orhasexercised a rightto,tenderforredemption orpurchaseinlieuof redemptionshall betreated forpurposesof various definitionsand provisionsof the Resolution,(c)setforthprovisionsgoverning the administration of any Qualified SwaporCreditFacility, and provisionsproviding forthe issuance of ReimbursementObligations orthe conversionofotherObligationstoReimbursementObligations(and in connectionwithsuch conversiontochange the interest rates,sinking fund provisionsormaturity dateonsuchObligations)to secureorreimbursethe providerof suchCreditFacility,(d) in the caseofeitherTaxable Obligationsor Tax-ExemptObligations,setforthdefeasanceprovisionswithrespectthereto(including the mannerof attaining suchdefeasanceand the effectthereof),and (e) make suchadditionalchangesin the Resolution, notmateriallyadversetothe rights of the Owners of the Obligationspreviouslyissued,asarenecessary or appropriate;ortoamend,modifyorrescind anysuchauthorization,specification ordetermination atany time prior to the first issuance and delivery of such Obligations;

(2)To(a)establishforanyoneormoreSeriesof Obligationsaseparatedebtservicereservefund whichshall bepermitted tobeapplied solelytothe paymentof specified Obligations,provided that (i) the specified Obligationsshall havenoclaim orlien on norbepayable from anyamounts in anyothersuchdebtservice

ATTACHMENT 5-13 reservefund,(ii) the specified Obligationsshall beexcluded from the calculation of anyapplicable debt servicereservefund requirementforanyotherOutstanding Obligations,and (iii) the amountrequired tobe on deposit in such debt service reserve funds shall bespecified in the SupplementalResolutionsauthorizing the specified Obligations,but in no eventshall suchamount,aftergivingeffecttoanysurety bond, insurancepolicy,letterof creditorsimilarobligation deposited in anysuchseparatedebtservicereserve fund pursuanttothe Resolution,beinexcess of the amountthatwould otherwisebethe debtservice reservefund requirementforsuchspecified Obligationsassuming thatsuchObligationswerethe only ObligationsOutstanding underthe Resolution;and (b)make suchotheramendments,changesor modificationstothe Resolution asmaybedeemednecessary ordesirable bythe Issuertoinsurethatsuch debt service reserve funds function in the manner contemplated in this subsection;

(3)ToauthorizeParity Debtand,in connection therewith,specifyand determine (orprovide proceduresforan Authorized Officertospecifyordetermine) the matters and thingsreferred tointhatsectionofthe Resolution summarized underthe caption “ CreditFacilities; Qualified Swapsand OtherSimilar Arrangements; Parity Debt, ” and alsoanyothermatters and thingsrelativetosuchParity Debtwhichare notcontrary toorinconsistentwiththe Resolutionasthenineffect,ortoamend,modifyorrescind any suchauthorization,specificationordeterminationatanytimepriortothe first issuanceorenteringintoof suchParity Debt,and atanytime torescind orlimitanyauthorization foranysuchParity Debttheretofore authorized but notissued orentered into;in connectionwiththe authorization of Parity SwapObligations and Parity ReimbursementObligations,anysuchSupplementalResolution mayinclude provisionsforthe availability,transferability,useorapplication of the Funds,Accounts and subaccounts established pursuant tothe Resolution forthe benefitof suchParity SwapObligationsand Parity ReimbursementObligations; and shall granttothe Owners of suchParity Debtthe same rights granted toOwners of Obligationsin the section of the Resolution summarized under the caption “ SupplementalResolutionsEffectiveWithConsent of Owners of Obligations ” and in the Resolution relating to amendments to the Resolution;

(4) ToauthorizeSubordinated Indebtedness orSubordinated ContractObligationsand,in connection therewith,specifyand determine (orprovide proceduresforanAuthorized Officertospecifyordetermine) the matters and thingsrequired orpermitted byArticle Vof the Resolution in connection therewith,and alsoanyothermatters and thingsrelativetosuchSubordinated Indebtedness orSubordinated Contract Obligationswhicharenotcontrary toorinconsistentwiththe Resolution asthenineffect,oratanytimeto amend, rescind or limit any authorizationforanysuchSubordinated Indebtedness orSubordinated Contract Obligationstheretoforeauthorized but notissued orentered into;and in connection withthe authorization of Subordinated Indebtedness orSubordinated ContractObligations,anysuchSupplementalResolution mayinclude provisionsforthe availability,transferability,useorapplication of amounts available topay Subordinated Indebtedness orSubordinated ContractObligationsand anyotherfunds,accounts or subaccounts created forthe benefit of suchSubordinated Indebtedness orSubordinated Contract Obligations;

(5) Toadd tothe Resolution anyprovisionsrequired bylawtopreservethe exclusionfrom gross incomefor Federalincometaxpurposesof interest received on Tax-ExemptObligationsthenOutstanding ortobe issued or the exemption of interest received on anyObligationsfrom State income taxation;

(6)Tomodify,amend orsupplementthe Resolution in anymanner,notalreadyprovided forin orpursuantto the SupplementalResolution authorizingthe related Seriesof Obligationsin ordertoprovide foraCredit Facility,Qualified Swap,orothersimilararrangementwithrespecttoanySeriesof Obligations,underthe Resolution,solong asthe IssuerdeterminesthatsuchSupplementalResolutiondoesnotmaterially adverselyaffect the right, security and interest of the Owners of Outstanding Obligations;

(7)To modify, amend or supplement the Resolution in suchmanner astopermit the qualification thereof under the Trust IndentureActof 1939,asamended,oranysimilarFederalstatutehereafterin effectortopermit the qualificationofthe Obligationsforsale underthe securitieslaws of anyof the statesof the United Statesof America, and,if the Issuersodetermines,toadd theretosuchotherterms,conditionsand provisions asmay be required by said Trust IndentureAct of 1939 or similar Federal statute;

ATTACHMENT 5-14 (8) Toamend ormodifyanySupplementalResolutionauthorizing Obligationsof aSeriestoreflectthe substitution of anew Credit Facility for the Credit Facility then in effect;

(9) Tocureanyambiguity,supplyanyomission,orcureorcorrectanydefect orinconsistentprovision in the Resolution;

(10)Toinsert suchprovisionsclarifying matters orquestionsarising underthe Resolution asarenecessary or desirable and arenotcontrary toorinconsistentwiththe Resolution astheretoforeineffect,including,in the eventthe IssuerActisamended orotherlegislation isenacted tosoprovide,the substitution of an alternateordifferentlegalname forthe currentname of the IssueroranyotherRelated Entity in the Resolution or the form of Obligations; or

(11) WithRatingConfirmation,tomake anyothermodification oramendmentof the Resolution whichthe Issuershall in its sole discretion determine willnothaveamaterialadverseeffecton the interestsof the Owners of Outstanding Obligations.

(Section A-801)

Supplemental Resolutions Effective With Consent of Owners of Obligations

At any timeor from timetotime,a SupplementalResolution maybeadopted subjecttoconsent byOwners of Obligations in accordance with and subject to the provisions of the Resolution, covering any subject.

(Section A-802)

Amendments

Anymodification or amendmentof the Resolution and of the rights and obligationsof the Issuerand of the Owners, in any particular,maybemade by a Supplemental Resolution,with the written consent given as provided in the Resolution, (i) of the Owners of amajority in principalamountof the ObligationsOutstanding atthe timesuch consentisgiven,and (ii) in caseless thanall of the Obligationsthen Outstanding areaffected bythe modification or amendment,of the Owners of amajority in principalamountof the Obligationssoaffected and Outstanding atthe timesuchconsentisgiven; provided,however,thatif suchmodification oramendmentwill,byits terms,nottake effectsolong asparticularObligationsremain Outstanding,the consentof the Owners of suchObligationsshall not berequired and suchObligationsshall notbedeemedtobeOutstanding forthe purposeofanycalculation of Outstanding Obligationsunderthiscaption. Nosuchmodificationoramendmentshall (a) permitachange in the termsof redemptionormaturity of the principalofanyOutstanding Obligation orof anyinstallmentof interest thereon orareduction in the principalamountorthe RedemptionPricethereof orin the rateofinterest thereon without the consentof the Ownerof suchObligation,(b) reducethe percentagesorotherwiseaffectthe classesof Obligationsthe consentof the Owners of whichisrequired towaiveanEventof Defaultorotherwiseeffectany suchmodification oramendment,(c) createapreferenceorpriority of anyObligation orObligationsoveranyother Obligation orObligations,without the consentof the Owners of all suchObligations,(d) createalien priortooron parity withthe lienofthe Resolutionsecuring Obligations,without the consentof the Owners of all of the Obligationsthen Outstanding,or(e) change ormodifyanyof the rights orobligationsof anyFiduciary without its written assentthereto. Forthe purposesof the provision summarized in thiscaption,anObligation shall bedeemed tobeaffected byamodification oramendmentof the Resolution if the same materiallyand adverselyaffects the rights of the Ownerof suchObligation. The Trustee mayin its discretion determine whetherornotin accordance withthe foregoing powers of amendmentparticularObligationswould beaffected byanymodificationor amendmentof the Resolutionand anysuchdetermination shall bebinding and conclusiveonthe Issuerand all Owners of Obligations. The Trustee mayrequest and receiveanopinion of counsel,including aCounsel’ sOpinion, asconclusiveevidenceastowhetherparticularObligationswould besoaffected byanysuchmodification or amendmentof the Resolutionand the Trustee shall havenodutyorobligation totake anyactionunderthe Resolution unless and until ithasreceived suchopinion. Notwithstanding anything in the Resolution tothe contrary,the consentof Owners of anySeriesof additionalObligationstobeissued thereundershall bedeemed given if the underwriters orinitialpurchasers forresale thereof consentin writing toanymodification or

ATTACHMENT 5-15 amendmenteffected thereby,and suchmodification oramendment,aswell assuchconsent,isdisclosed in the officialstatementorotheroffering documentpursuanttowhichsuchSeriesof additionalObligationsisoffered and sold.

(Section A-902)

Consent of Owners of Obligations

The IssueratanytimemayadoptaSupplementalResolutionmaking amodification oramendment permitted bythe provisionsof the Resolution totake effectwhen and asprovided in the section of the Resolution summarized in this caption. Acopyof such SupplementalResolution(orbrief summary thereof orreferencethereto in formapproved bythe Trustee) togetherwitharequest tothe Owners fortheirconsenttheretoinformsatisfactory tothe Trustee,shall bemailed bythe Issuertothe Owners (but failuretomail suchcopyand request shall notaffect the validity of the SupplementalResolution whenconsented toasprovided in thiscaption). SuchSupplemental Resolution shall notbeeffectiveunless and until (i)thereshall havebeen filed withthe Trustee (a) the written consents of Owners of the percentagesof Outstanding Obligationsspecified in the section of the Resolution summarized underthe caption “ Amendments” and (b) aCounsel’ sOpinion statingthatsuchSupplemental Resolution hasbeen dulyand lawfullyadopted and filed bythe Issuerin accordancewiththe provisionsof the Resolution,is authorized orpermitted bythe Resolution, and isvalid and binding upon the Issuerand enforceable in accordancewithits terms,and (ii) anoticeshall havebeen mailed toOwners asprovided in the Resolution. Any suchconsent,including anyconsentprovided bythe initialpurchaserof anObligation from the Issuer,shall be binding upon the Ownerof the Obligationsgiving suchconsentand,anything in the Resolutiontothe contrary notwithstanding,upon anysubsequentOwnerof suchObligationsand of anyObligationsissued in exchange therefor(whetherornotsuchsubsequentOwnerthereofhasnoticethereof). Atanytimeafterthe Owners of the required percentagesof Obligationsshall havefiled theirconsents tothe SupplementalResolution,the Trustee shall make and file withthe Issuerand the Trustee awritten statementthatthe Owners of suchrequired percentagesof Obligationshavefiled suchconsents.Suchwritten statementshall beconclusivethatsuchconsents havebeen so filed. Atanytimethereafter,notice,stating in substancethatthe SupplementalResolution (whichmaybereferred toasaSupplementalResolution adopted bythe Issueron astated date,acopyof whichison file withthe Trustee) hasbeen consented tobythe Owners of the required percentages of Obligationsand will beeffectiveasprovided in the sectionofthe Resolutionsummarized in thiscaption,maybegiven toOwners of Obligationsbythe Issuerby mailing suchnoticetoOwners of Obligations(but failuretomail suchnoticeshall notpreventsuchSupplemental Resolution from becomingeffectiveand binding asprovided in the section of the Resolution summarized in this caption). The Issuershall file withthe Trustee proof of the mailing of suchnotice. Arecord,consistingofthe papers required or permitted bythe section of the Resolution summarized in thiscaption tobefiled with the Trustee, shall beproof of the matters thereinstated. Such SupplementalResolution making such amendmentormodification shall bedeemedconclusivelybinding upon the Issuer,the Fiduciariesand the Owners of all Obligationsatthe expiration of 40days afterthe filing withthe Trustee of the proof of the mailing of suchlast-mentioned notice, exceptin the eventof afinaldecree of acourt of competentjurisdictionsettingaside suchSupplementalResolution in alegalaction orequitable proceeding forsuchpurposecommenced withinsuch40-dayperiod; provided, however,thatanyFiduciary and the Issuerduring such40-dayperiod and anysuchfurtherperiod during whichany suchaction orproceeding maybepending shall beentitled in theirabsolutediscretion totake suchaction,orto refrain from taking such action,with respect to such SupplementalResolution as theymay deemexpedient.

(Section A-903)

Defeasance

Ifthe Issuershall payorcausetobepaid tothe Owners of all ObligationsthenOutstanding the principal and interest and Redemption Price,if any,tobecomeduethereon,atthe timesand in the mannerstipulated therein and in the Resolution,then,atthe option of the Issuer,expressed in aninstrumentin writingsigned byan Authorized Officerand delivered tothe Trustee,the covenants,agreements and otherobligationsof the Issuertothe Owners of Obligationsshall bedischarged and satisfied. Insuchevent,the Trustee shall,upon the request of the Issuer,executeand delivertothe Issuerall suchinstruments asmaybedesirable toevidencesuchdischarge and satisfactionand the Fiduciariesshall payoverordelivertothe Issuerall money,securitiesand fundsheld bythem

ATTACHMENT 5-16 pursuanttothe Resolution whicharenotrequired forthe paymentorredemption of Obligationsnottheretofore surrendered for such payment or redemption.

Outstanding Obligationsoranyportionsthereof forthe paymentorredemptionofwhichmoneyshall have been setaside and shall beheld in trust bythe Paying Agents shall atthe respectivematurity orredemption dates thereof bedeemedtohavebeen paid withinthe meaning and withthe effectexpressed in the preceding paragraph. Outstanding Obligations or anyportionsthereof shall,priortothe maturity orredemption date thereof,bedeemedto havebeen paid withinthe meaning and withthe effectexpressed in the preceding paragraph either(A)withrespect tothe defeasanceofTaxable Obligations,Tax-ExemptObligationsorotherwise,asprovided in the Supplemental Resolution authorizingtheirissuanceor(B)if(a)incaseanyof said Obligationsaretoberedeemed on anydate priortotheirmaturity,the Issuershall havegiven tothe Trustee in formsatisfactory toitirrevocable instructionsto mail noticeofredemption on said dateofsuchObligations,(b)thereshall havebeen irrevocablydeposited withthe Trustee eithermoneyin anamountwhichshall besufficient,orDefeasanceSecuritiesthe principalofand the interest on whichwhen duewill provide moneywhich,togetherwiththe money,if any,deposited withthe Trustee atthe same time,shall besufficient,without furtherinvestmentorreinvestmentof eitherthe principalamount thereof orthe interest earningsthereon,topaywhendue,the principalorRedemption Price,if applicable,and interest dueand tobecomedueonsuchObligationsorsuchportionsthereofonand priortothe redemption dateor maturity date thereof, as the casemay be, and (c) in the event such Obligations are not bytheir termsmaturingorare notsubjecttoredemption withinthe next succeeding 60 days,the Issuershall havegiven the Trustee in form satisfactory toitirrevocable instructionstomail,assoon aspracticable,anoticetothe Owners of suchObligations thatthe depositrequired by(b)abovehasbeen made withthe Trustee and thatsaid Obligationsaredeemedtohave been paid in accordancewiththe section of the Resolution summarized in thiscaption and statingsuchmaturity or redemptiondateupon whichmoneyistobeavailable forthe paymentof the principalorRedemption Price,if applicable,on suchObligations.NeitherDefeasanceSecuritiesnormoneydeposited withthe Trustee pursuantto the sectionofthe Resolutionsummarized in thiscaption norprincipalorinterest payments on anysuchDefeasance Securitiesshall bewithdrawnorused foranypurposeotherthan,and shall beheld in trust for,the paymentof the principal or Redemption Price,if applicable,and interest on said Obligations; provided, however ,that anymoneyon depositwith the Trustee, (i) to the extentsuchmoneywill notberequired atany timeforsuchpurpose,shall bepaid overtothe Issuerasreceived bythe Trustee,free and clearof anytrust,lien orpledge securingsaid Obligationsor otherwise existing under the Resolution, and (ii) to the extentsuchmoneywill be required forsuchpurposeatalater date,shall,tothe extentpracticable,bereinvested in DefeasanceSecuritiesmaturing attimesand in amounts sufficient,togetherwithanymoneyavailable tothe Trustee forsuchpurpose,topaywhen duethe principalor Redemption Price,if applicable,and interest tobecomedueonsaid Obligationson and priortosuchredemption dateormaturity datethereof,asthe casemaybe. Notwithstanding anyotherprovision of the Resolution,the Issuer mayatthe time of defeasanceelecttoretain the righttoredeem orrequirethe tenderof anyobligationsdeemed paid. The Trustee shall,atthe direction of the Issuer,selectthe Obligationsorportionsthereof thataredeemed to have been paid in advance of the redemption of such Obligations.

Anymoneyheld byaFiduciary in trust forthe paymentand discharge of the principalorRedemption Price of orinterest on anyof the Obligationswhichremainsunclaimedfor2years afterthe datewhen suchprincipal, Redemption Priceorinterest,respectively,hasbecomedueand payable,eitheratstated maturity datesorbycall for earlierredemption,if suchmoneywasheld bythe Fiduciary atsuchdate,orfor2years afterthe dateofdepositof suchmoneyif deposited withthe Fiduciary afterthe datewhen suchprincipal,Redemption Price,orinterest, respectively,became dueand payable,shall,atthe written request of the Issuer,berepaid bythe Fiduciary tothe Issuer, as its absolute property and free from trust, and the Fiduciary shall thereupon bereleased and discharged with respecttheretoand the Owners of Obligationsshall look onlytothe Issuerforthe paymentof suchprincipal, Redemption Price,orinterest,respectively.Anymoneyheld byaFiduciary in trust forthe paymentand discharge of anyObligationswhichremainsunclaimed aftersuchmoneywastobeapplied tothe paymentof suchObligations in accordancewith the Resolution may be applied in accordancewith the provisions of the Abandoned Property Law of the State,being Chapter1ofthe Consolidated Laws of the Stateoranysuccessorprovision thereto,and upon suchapplication,the Fiduciary shall thereupon bereleased and discharged withrespecttheretoand the Owners of Obligations shall look only to the Issuerorthe Comptrollerof the Stateforthe payment of suchObligations.Before being required tomake anysuchpaymenttothe Issuerortoapplysuchmoneyin accordancewiththe Abandoned Property Law of the State, the Fiduciary shall,at the expenseof the Issuer,causetobemailed tothe Owners entitled to receive suchmoneyanoticethatsaid moneyremainsunclaimed and that,afteradatenamedinsaid notice,which

ATTACHMENT 5-17 dateshall benotless than30 days afterthe dateofthe mailing,the balanceofsuchmoneythenunclaimed will be returned to the Issuer or applied in accordance with the Abandoned Property Law of the State, as the casemay be.

(Section A-1101)

General Regulations as to Money and Funds

Each of the Funds and Accounts established bythe Resolution shall be a trust fund for the purposes thereof.

All amounts of the Issuerheld orsetaside underthe Resolutionshall,until paid overtothe Fiduciariesor otherwiseinvested orapplied asprovided in the Resolution,bedeposited bythe Issuerin its name,on demand or timedeposit,in suchBanksasshall beselected bythe Issuer.Anyamounts held byanyFiduciary underthe Resolution shall bedeposited in suchBanksasthe Issuermayselect.Anysuchdepositmaybemade in the commercialbanking department of anyFiduciary whichmayhonorcheckson suchdepositwiththe same forceand effectasif itwerenotsuchFiduciary,and without anydutytoinquireintowhetheranywithdrawalsof suchfunds areinaccordancewithormightviolate any of the provisions of the Resolution. Suchdeposits shall becontinuously secured bythe obligationsof the United Statesof America orof the State,whichobligationsshall haveamarket value(exclusiveofaccrued interest)atall timesatleast equaltothe amountof suchdeposits,whichobligations shall besegregated in trust forthe accountof the Issuer,orshall beotherwiseheld asthe Issuerand the depository mayagree. Securitiesdeposited withthe FederalReserveBank tosecureall trust accounts of adepository shall be deemed to complywith the foregoing requirement.

Unless otherwise specified in a Supplemental Resolution authorizing the issuanceofObligations,all money held byanyFiduciary,assuch,maybedeposited bysuchFiduciary in its banking departmenton demand or,if and tothe extentdirected bythe Issuerand acceptable tosuchFiduciary,on timedeposit,and all suchdeposits shall be continuouslysecured bythe obligationsof the United States of America orof the Statewhichobligationsshall have amarketvalue(exclusiveofaccrued interest)atall timesatleast equaltothe amountof suchdeposits.Securities deposited withthe FederalReserveBank tosecureall trust accounts of the Fiduciary shall bedeemedtocomply withthe foregoing requirement.SuchFiduciary shall allowand crediton suchmoneysuchinterest,if any,asit customarily allows upon similar funds of similar size and under similar conditions or as required by law.

(Section A-1104)

ATTACHMENT 5-18 Attachment 6

HISTORY AND PROJECTION OF TRAFFIC, TOLL REVENUES AND EXPENSES

AND

REVIEW OF PHYSICAL CONDITIONS

OF THE FACILITIES OF

TRIBOROUGH BRIDGE AND TUNNEL AUTHORITY

September 4, 2002

Prepared for the Triborough Bridge and Tunnel Authority

By TABLE OF CONTENTS

Page

TRANSPORTATION INFRASTRUCTURE 6-1 Triborough Bridge and Tunnel Authority (TBTA) 6-1 Metropolitan Area Arterial Network 6-3 Other Regional Toll Facilities 6-4 Regional Public Transportation 6-5

TOLL COLLECTION ON THE TBTA FACILITIES 6-5 Current Toll Structure and Operation 6-5 E-ZPass Electronic Toll Collection System 6-8 Passenger Car Toll Rate Trends and Inflation 6-9

HISTORICAL TRAFFIC, REVENUES AND EXPENSES AND ESTIMATED/FORECAST NUMBERS FOR 2002 6-12 Traffic and Toll Revenue, 1991 - 2001 6-12 Traffic by Facility and Vehicle Class, 2001 6-14 Monthly Traffic, 2001 6-15 Impact of September 11 Terrorist Attack 6-16 Estimated Traffic and Toll Revenue, 2002 6-20 Operating Expenses 1991 – 2001 6-21 Forecast of Expenses, 2002 6-23

FACTORS AFFECTING TRAFFIC GROWTH 6-23 Employment, Population and Motor Vehicle Registrations 6-24 Fuel Conditions 6-28 Toll Impacts and Elasticity 6-30 Bridge and Tunnel Capacities 6-32 TBTA and Regional Operational and Construction Impacts 6-33 Other Considerations 6-40 Summary of Assumptions and Conditions 6-41

PROJECTED TRAFFIC, REVENUES AND EXPENSES 6-43 Traffic and Toll Revenue at Current Tolls 6-43 Traffic and Toll Revenue with Periodic Toll Increases 6-45 Operating Expenses 6-48 Net Revenues from Toll Operations 6-49

REVIEW OF PHYSICAL CONDITION 6-50 Review of Inspection Reports 6-51 Long-Term Outlook for TBTA Facilities 6-58

ATTACHMENT 6-ii TABLES

Table Page

Table 1 Current Toll Rates at TBTA Facilities Effective Since March 24, 1996 6-6 Table 2 Systemwide E-ZPass Participation Rates 6-8 Table 3 Historical Trends in Non-Discounted Cash Passenger Car Toll Rates 6-10 Table 4 Cash Passenger Toll Rates Versus Consumer Price Index 6-11 Table 5 Annual Toll-Paying Traffic and Toll Revenue:(a) 1991 to 2001 6-13 Table 6 Summary of Annual Paid Traffic and Toll Revenue:(a) 1991 to 2001 6-14 Table 7 Traffic by Facility and Vehicle Class, 2001 6-15 Table 8 Monthly Traffic Variations, 2001 6-16 Table 9 Changes in Monthly Traffic – January 2001 through June 2002 6-19 Table 10 Estimated Changes in Monthly Traffic – July-December 2002 6-20 Table 11 Estimated 2002 Toll-Paying Traffic and Toll Revenue 6-21 Table 12 Historical Operating Expenses: 1991-2001 6-22 Table 13 Employment Trends and Projections 6-25 Table 14 Forecasts of Payroll Jobs, Total and Year-over-Year Change 2002-2006 6-26 Table 15 Population Trends and Projections 6-26 Table 16 Motor Vehicle Registrations 6-28 Table 17 Elasticity Factors 6-31 Table 18 Traffic/Toll Elasticity 6-32 Table 19 Comparison of 2002 Estimated Traffic with Highest Recorded Levels Since 1970 6-33 Table 20 Traffic and Toll Revenue Forecast Constant Tolls 6-46 Table 21 Traffic and Toll Revenue Forecast Periodic Toll Increases 6-47 Table 22 Projected Operating Expenses 6-48 Table 23 Net Toll Revenue Forecast 6-49 Table 24 Opening Dates of TBTA Facilities 6-50

FIGURES

1. Location Map 6-2

2. Aggregated TBTA Facilities Traffic and Toll Revenue, 1970-2001 6-12

ATTACHMENT 6-iii [THIS PAGE INTENTIONALLY LEFT BLANK] September 4, 2002

To Triborough Bridge and Tunnel Authority:

In accordance with your request, URS Corporation-New York (URS) conducted this annual study to develop projections of traffic, revenues and expenses for the toll bridge and tunnel facilities operated by TBTA, and to provide an overview of the physical conditions of each facility. We have reviewed the bridge and tunnel inspection reports provided by TBTA, toured the facilities in light of these inspection reports with TBTA Engineering and Facilities staff, and discussed TBTA’s on-going maintenance and capital programs with its engineering staff.

Our projections have taken into account: (1) the general physical condition of TBTA’s toll facilities; (2) traffic and revenue data, reflecting the 10 toll increases since 1972; (3) the impact of the E-ZPass electronic toll collection system; (4) the toll structure; (5) possible future toll increases; (6) population, employment and other demographic forecasts in the New York Metropolitan Area; (7) the traffic capacities of the bridges and tunnels and the existing roadway network that feeds the facilities in terms of the potential for future growth of peak versus non- peak period traffic; (8) construction conditions on the arterial highway network serving the New York Metropolitan Area, including the toll-free East River bridges; and (9) the impacts of the September 11 attack on the World Trade Center.

TRANSPORTATION INFRASTRUCTURE

The New York Metropolitan Area’s transportation infrastructure consists of an extensive network of highways, tunnels and bridges (both tolled and toll-free), regional commuter rail and the New York City transit system.

Triborough Bridge and Tunnel Authority (TBTA)

TBTA operates nine toll facilities within New York City (the “City”), consisting of seven bridges and two tunnels that provide vital links across the City’s rivers and bays. In 2001, these facilities carried 297 million total vehicles, of which 293 million were toll paying, and generated $915 million in toll revenue. (Non-revenue transactions include police, emergency and TBTA vehicles.) The locations of the facilities are shown on the following map in the context of the regional highway network.

URS Corporation One Penn Plaza, Suite 610 New York, NY 10119-0698 Tel: 212.736.4444 Fax: 212.629.4249 www.urscorp.com ATTACHMENT 6-1 Figure 1: Location Map

ATTACHMENT 6-2 The facilities are briefly described as follows:

Verrazano-Narrows Bridge - a two-level suspension bridge, with three lanes of traffic in each direction on both decks. It crosses the entrance to New York Harbor and connects Brooklyn and Staten Island.

Triborough Bridge - a complex of three bridges connecting Manhattan, The Bronx and Queens, with a central connecting interchange on Randall’s Island. Manhattan is reached via a six-lane vertical lift bridge over the Harlem River. The Bronx is accessed via a six-lane truss bridge over The Bronx Kill. An eight-lane suspension bridge over the East River leads to Queens.

Bronx-Whitestone Bridge - a suspension bridge, with three lanes of traffic in each direc- tion, which crosses the East River connecting the boroughs of Queens and The Bronx.

Throgs Neck Bridge - a suspension bridge, with three lanes of traffic in each direction, which crosses the upper East River also connecting the boroughs of Queens and The Bronx.

Queens Midtown Tunnel - a twin-tube tunnel with each tube carrying two lanes of traffic under the East River between the boroughs of Queens and Manhattan. During normal com- muting hours, three lanes are operated in the peak traffic direction.

Brooklyn-Battery Tunnel - a twin-tube tunnel with each tube carrying two lanes of traffic under the East River connecting the southern tip of Manhattan with Brooklyn. During normal commuting hours, three lanes are operated in the peak traffic direction.

Henry Hudson Bridge - a two-level steel arch bridge, with four southbound lanes on its lower deck and three northbound lanes on its upper deck, that crosses the Harlem River to con- nect the northern tip of Manhattan with the Spuyten Duyvil section of The Bronx.

Marine Parkway - Gil Hodges Memorial Bridge - a four-lane crossing of the Rockaway Inlet which connects the Rockaway peninsula in Queens with Brooklyn.

Cross Bay Veterans’ Memorial Bridge - a pre-stressed concrete viaduct with three lanes of traffic in each direction crossing Beach Channel in Jamaica Bay, connecting the Rockaway peninsula in Queens with the Queens mainland, via Broad Channel.

Metropolitan Area Arterial Network

The New York Metropolitan Area is served by an extensive network of highway facili- ties. Many of the bridges and tunnels operated by TBTA are links in the Interstate highway net- work, as these limited-access expressways pass through New York City to serve both local and long distance traffic. These regional facilities are shown on the map on page 6-2.

ATTACHMENT 6-3 The Verrazano-Narrows Bridge is part of I-278 (Staten Island, Gowanus and Brooklyn- Queens Expressways) which connects with the Brooklyn-Battery Tunnel and the Triborough Bridge. The Queens Midtown Tunnel carries I-495 (Long Island Expressway) into Manhattan. The Triborough Bridge joins I-87 (Major Deegan Expressway) and I-278 (Bruckner Expressway) with I-278/Grand Central Parkway in Queens and the FDR Drive in Manhattan. The Bronx- Whitestone Bridge carries traffic between the Hutchinson River and Merritt Parkways and Long Island via I-678 (Whitestone and Van Wyck Expressways) and the Cross Island Parkway. The Throgs Neck Bridge carries traffic between I-95 (New England Thruway and George Washington Bridge) and Long Island via I-295.

The Henry Hudson Bridge is part of the Henry Hudson Parkway, a major commuter route into Manhattan from the extensive parkway network in western Westchester County and beyond.

In addition to the TBTA facilities and their expressway/parkway connections, New York City’s toll-free East River bridges — Brooklyn, Manhattan, Williamsburg and Queensbor- ough — also connect Manhattan with Brooklyn and Queens; and nine toll-free bridges over the Harlem River connect Manhattan with The Bronx. Unlike the TBTA facilities, the approaches to these bridges are mostly surface arterials, such as Flatbush Avenue and Queens Boulevard. Only a few have expressway ramp connections (such as the Brooklyn-Queens Expressway connection to the Williamsburg Bridge), and the Alexander Hamilton Bridge, or I-95, is part of the Cross Bronx Expressway.

Other Regional Toll Facilities

TBTA is one of a number of toll authorities that operate bridge, tunnel and highway facilities in the New York Metropolitan Area. The agency whose facilities are geographically closest to TBTA’s bridges and tunnels is the Port Authority of New York and New Jersey. The Port Authority’s George Washington Bridge is linked to the Triborough, Bronx-Whitestone and Throgs Neck bridges via the expressway system in The Bronx (plus the George Washington- Triborough Bridge connection in Manhattan via the Harlem River Drive and the George Wash- ington-Henry Hudson Bridge connection in Manhattan via the Henry Hudson Parkway); while the Bayonne Bridge, Goethals Bridge and Outerbridge Crossing are linked to the Verrazano- Narrows Bridge via the expressway system in Staten Island. Only motorists using the Port Authority’s two tunnels — Holland and Lincoln — must traverse surface streets (in Manhattan) to reach TBTA’s and the City’s East River crossings.

The other toll authorities in the region are the New York State Thruway Authority (Tap- pan Zee Bridge and several Thruway sections), New York State Bridge Authority (five Hudson River bridges), New Jersey Turnpike Authority, and the New Jersey Highway Authority (Garden State Parkway).

All of these authorities, together with fifteen others beyond the New York Metropolitan Area, are already linked, or are in the process of being linked through the E-ZPass Interagency Group (IAG) to better serve the regional traveler. E-ZPass and its impact on the TBTA facilities are discussed further in this report.

ATTACHMENT 6-4 Regional Public Transportation

In addition to the TBTA facilities, most of the public transportation facilities within New York City and the suburban counties north and east of the City are part of the Metropolitan Transportation Authority (“MTA”) system. These include the New York City Transit Authority subway and buses, Staten Island Rapid Transit, Metro-North Commuter Railroad, Long Island Rail Road, and the Long Island Bus system (in Nassau County, and serves adjacent portions of Queens and Suffolk County).

For those major TBTA facilities directly serving Manhattan — Triborough Bridge, Queens Midtown Tunnel and Brooklyn-Battery Tunnel — the motorist can, for the most part, choose to use transit; but for the outlying bridges, the choice is more difficult, due to less transit service or different trip characteristics.

TOLL COLLECTION ON THE TBTA FACILITIES

The nine TBTA toll facilities have three toll structures, in terms of toll levels and meth- ods of collection: major, minor and the Verrazano-Narrows Bridge. The major crossings include the Triborough Bridge, Bronx-Whitestone Bridge, Throgs Neck Bridge, Queens Midtown Tunnel and Brooklyn-Battery Tunnel. The minor crossings are the Henry Hudson Bridge, Marine Parkway-Gil Hodges Memorial Bridge and Cross Bay Veterans’ Memorial Bridge. The Verra- zano-Narrows Bridge is the only facility on which tolls are collected only in one direction, while the cash tolls for passenger cars on the minor bridges are only at half the level of those on the major facilities.

Current Toll Structure and Operation

The current toll structure, in place since March 24, 1996, is shown in Table 1. Tolls are determined using a basic rate as modified by variables specific to a number of factors. These factors include:

crossing used
vehicle classification
toll payment method
place of residence
vehicle occupancy

ATTACHMENT 6-5 Table 1 Current Toll Rates at TBTA Facilities Effective Since March 24, 1996

Triborough Bridge Marine Parkway- Bronx-Whitestone Gil Hodges Memorial Verrazano-Narrows Bridge Henry Hudson Bridge Bridge(a) Throgs Neck Bridge Bridge Classification Cross Bay Veterans' Queens Midtown Tunnel Memorial Bridge Brooklyn-Battery Tunnel Cash E-ZPass Cash E-ZPass Cash E-ZPass Cash E-ZPass Two-axle vehicles, including: Passenger vehicles, station wagons, self- propelled mobile homes, ambulances, hearses, vehicles with seating capacity $3.50 $3.00 $3.50 $3.00 $1.75 $1.25 $1.75 $1.25 of not more than 15 adult persons (including the driver) and trucks with maximum gross weight of 7,000 lbs. and under

ATTACHMENT 6-6 Each additional axle costs 1.50 1.50 1.50 1.50 0.75 0.75 0.75 0.75 The following discounted prepaid charges are presently available for the two- axle vehicles referenced above: Prepaid charges through token roll purchases 1.25 Prepaid charges per crossing for registered Staten Island Residents using an 0.625 eligible vehicle with three or more occupants Prepaid charges per crossing for registered Staten Island Residents using an 2.40 eligible vehicle through token roll purchase Registered Staten Island Residents using an eligible vehicle 1.60 Prepaid charges per crossing for registered Rockaway Peninsula/Broad 1.00 0.67(b) Channel Residents using an eligible vehicle All two axle vehicles greater than 7,000 lbs. and buses (other than franchise 6.00 7.00 3.50 buses and motor homes) 4.80 5.60 (c) (c) 2.80 Each additional axle costs 3.50 2.80 4.00 3.20 (c) (c) 2.00 1.60 Two-axle franchise buses 2.00 2.00 (c) (c) 1.00 Three-axle franchise buses 2.60 2.60 (c) (c) 1.40 Motorcycles 1.75 1.75 1.75 1.75 1.75 1.25 1.75 1.25 Each additional axle costs 0.75 0.75 0.75 0.75 0.75 0.75 0.75 0.75 Notes: (a) Under the Verrazano-Narrows one-way crossing charge collection program, all per crossing charges shown should be doubled; toll is collected in westbound direction only. (b) Rockaway Peninsula and Broad Channel residents using E-ZPass at the Cross Bay Veterans' Memorial Bridge receive a rebate of this amount, reimbursed to TBTA by MTA. This program was instituted January 1, 1998. (c) Passage prohibited. Passenger Car Tolls

TBTA crossings are separated into major and minor categories for toll classification pur- poses. The passenger car cash toll is $3.50 for the major crossings. The minor crossing passen- ger car cash toll is $1.75. All tolls are collected in each direction, except on the Verrazano-Nar- rows Bridge where the round-trip tolls are collected only in the westbound (Staten Island-bound) direction in order to comply with a provision of Federal law.

Tolls for passenger cars are discounted under the following programs: (1) E-ZPass and tokens; (2) place of residence/crossing used; (3) place of residence/vehicle occupancy; and (4) some combination of the foregoing. E-ZPass electronic toll collection is available on all TBTA bridge and toll facilities (see the following section for a more complete description of E-ZPass and its impact). Motorists open a pre-paid E-ZPass account and receive a transponder that they mount on their windshields. TBTA toll plazas are all equipped with E-ZPass antennas that identify and read the on-board tags and electronically debit the toll from the motorist’s pre- paid account. Passenger cars equipped with E-ZPass are allowed a $0.50 discount per trip for all facilities ($1.00 for Verrazano-Narrows Bridge westbound only).

Toll payment by token had provided a $0.50 discount per trip; E-ZPass, which has replaced the tokens, continues the $0.50 per trip discount. A separate discount program is in place for registered Staten Island residents on the Verrazano-Narrows Bridge and for registered Rockaway peninsula and Broad Channel residents on the Cross Bay and Marine Parkway-Gil Hodges Memorial bridges. A toll-rebate program for the benefit of E-ZPass customers who are residents of Broad Channel and the Rockaway peninsula was implemented on January 1, 1998 for use on the Cross Bay Bridge. MTA reimburses the TBTA in the amount of the toll rebates.

Tolls for Vehicles over 7,000 Pounds

The toll charges for vehicles over 7,000 pounds are a function of weight/number of axles as well as the crossing used. For the major crossings (except for the Verrazano-Narrows Bridge), the cash rate for these vehicles is $7.00, and $4.00 for each additional axle over two. For E-ZPass customers, the corresponding rates are $5.60 and $3.20. For the Verrazano-Narrows Bridge, the cash rate for vehicles over 7,000 pounds is $6.00, and $3.50 for each additional axle over two (should be doubled, toll is collected in westbound direction only). For E-ZPass customers the corresponding rates are $4.80 and $2.80 (should be doubled, toll is collected in westbound direction only).

For the minor crossings, the two-axle rate for vehicles over 7,000 pounds is $3.50, with an additional per axle rate at $2.00. These vehicles are eligible for a 20 percent discount with E-ZPass. Commercial vehicles are not permitted on the Henry Hudson Bridge.

ATTACHMENT 6-7 E-ZPass Electronic Toll Collection System

The E-ZPass electronic toll collection system has been fully installed at all TBTA bridges and tunnels since December 1996. E-ZPass usage at each facility has shown strong growth as motorists have become more familiar with the system and its time-saving advantages. Unlike cash transactions, vehicles equipped with E-ZPass tags can use the gated E-ZPass-only lanes. As mentioned previously, an electronic reader identifies the tag code at the toll plaza and the toll is deducted from the customer’s pre-paid account. TBTA has approximately 2.6 million E-ZPass tags in use. Participation rates grew to over two-thirds of toll-paying traffic systemwide by the end of 2001. The total number of active IAG tags in use as of June 2002 was 6.5 million.

With the introduction of E-ZPass at all TBTA crossings, toll plaza operations have improved and vehicle-hours of delay have been reduced. This, in turn, has led to even more motorists enrolling in E-ZPass. Electronic payment of tolls has accelerated vehicle processing through the E-ZPass lanes, thereby reducing the overall vehicle queue at the plazas. TBTA esti- mates that manual toll lanes are able to process approximately 250 vehicles per hour, and dedi- cated E-ZPass lanes are able to process approximately 900 to 1,000 vehicles per hour. Prior to implementation of E-ZPass, vehicle processing through the TBTA toll plazas during peak periods was a primary cause of congestion at the crossings.

Table 2 lists the E-ZPass systemwide participation rates starting in January 1997, when all nine crossings had E-ZPass in operation. Implementation of E-ZPass had started in October 1995 on the Verrazano-Narrows Bridge and was phased in gradually on the other crossings through December 1996.

Table 2 Systemwide E-ZPass Participation Rates

E-ZPass Users as a Percent Month of Toll-Paying Vehicles – Overall Average 1997 1998 1999 2000 2001 2002 January 29% 55% 60% 62% 68% 69% February 35 56 61 63 68 69 March395761646868 April425760636869 May435659636869 June 44 57 60 63 67 — July 44 55 58 61 65 — August 44 55 58 63 66 — September 50 58 59 64 69 — October5259606668— November 52 59 61 67 68 — December 53 59 61 66 67 —

Source: TBTA

ATTACHMENT 6-8 Based on customer acceptance of the technology, TBTA expects that the E-ZPass share of total transactions will exceed the 70 percent level by 2005.

Implementation of the E-ZPass system also has occurred and is occurring on other regional toll facilities, e.g., the six interstate crossings of the Port Authority of New York and New Jersey, the New Jersey Turnpike, the Garden State Parkway, the New York State Thruway including its Tappan Zee Bridge, the five bridges of the New York State Bridge Authority (from Bear Mountain northward), the Atlantic City Expressway, the four bridges between New Jersey and Pennsylvania operated by the Delaware River Port Authority, the two toll roads in Delaware, the toll facilities in Maryland, the West Virginia Turnpike, the Massachusetts Turnpike and the Pennsylvania Turnpike. The growing number of E-ZPass-equipped toll plazas has resulted in an increasing number of tag-equipped vehicles.

During 2000, TBTA E-ZPass market share was aided by the introduction of E-ZPass on the Garden State Parkway gradually over the summer months and by the New Jersey Turnpike in September 2000. At the time of the introduction of E-ZPass, the Turnpike increased tolls for cash passenger cars with lower rates for E-ZPass users, with additional discounts during off-peak periods. A similar variable pricing program utilizing E-ZPass was introduced by the Port Authority of New York and New Jersey on its crossings in March 2001.

TBTA was a founding member of the E-ZPass Interagency Group (IAG), originally com- prised of toll authorities in Delaware, Pennsylvania, New Jersey and New York, and now includ- ing Maryland, Massachusetts, West Virginia, New Hampshire and the Peace Bridge between Buffalo and Fort Erie, Ontario. The IAG has been working since 1991 toward the development and delivery of a compatible electronic toll collection system for the entire region. In 1995, TBTA entered into an inter-operability agreement with the IAG.

Customers of the member IAG agencies are able to use their tags at any E-ZPass- equipped facility operated by an IAG member. All IAG members provide inter-operability among agencies for their customers. As IAG members implement electronic toll collection sys- tems, the E-ZPass customer base will increase, which will help increase usage of E-ZPass on TBTA facilities.

As mentioned earlier, TBTA customers must pre-pay their E-ZPass accounts. These pre- payments are based on a customer’s E-ZPass usage at both TBTA and other IAG member facilities. Through the IAG system, TBTA and other member agencies transfer payments associated with inter-operability to each other on a routine basis.

Passenger Car Toll Rate Trends and Inflation

Since 1971, toll rates have been periodically increased on the TBTA facilities. Table 3 displays passenger car toll rates for the nine TBTA bridges and tunnels over the past 30 years.

Since 1982, passenger car toll rates have been separated into three categories, as follows:

ATTACHMENT 6-9
Major crossings - Triborough, Bronx-Whitestone and Throgs Neck bridges, and the Queens Midtown and Brooklyn-Battery tunnels;

Minor crossings - Henry Hudson, Marine Parkway-Gil Hodges Memorial and Cross Bay bridges; and

Verrazano-Narrows Bridge — a major crossing with one-way toll collection.

Table 3 Historical Trends in Non-Discounted Cash Passenger Car Toll Rates

Triborough, Verrazano- Brooklyn- Henry Marine Parkway-Gil Bronx-Whitestone and Narrows Battery Hudson Hodges Memorial & Throgs Neck Bridges and Bridge Tunnel Bridge Cross Bay Bridges Queens Midtown Tunnel 1971 $0.50 $0.25 $0.35 $0.10 $0.10 1972 – 1975 0.75 0.50 0.70 0.25 0.25 1975 – 1980 1.00 0.75 0.75 0.50 0.50 1980 – 1982 1.00 1.00 1.00 0.60 0.75 1982 – 1984 1.25 1.25 1.25 0.90 0.90 1984 –1986 1.50 1.50 1.50 0.90 0.90 1986 – 1987 1.75(b) 1.75 1.75 1.00 1.00 1987 – 1989 2.00(b) 2.00 2.00 1.00 1.00 1989 – 1992 2.50(b) 2.50 2.50 1.25 1.25 1993 –1995 3.00(b) 3.00 3.00 1.50 1.50 1996 – Present(a) 3.50(b) 3.50 3.50 1.75 1.75

Notes: (a) Last toll rate increase effective March 24, 1996. (b) Effective March 20, 1986, round-trip tolls (twice the amount shown) have been collected on the Verrazano- Narrows Bridge in the westbound direction only in compliance with a Federal legislative mandate. Eastbound traffic uses the bridge toll-free. These amounts are the equivalents of collecting tolls in each direction.

Verrazano-Narrows Bridge

The Verrazano-Narrows Bridge one-way cash toll of $7.00 is collected westbound only. The current one-way cash passenger car toll rate, effective March 24, 1996, for the major cross- ings is $3.50, collected in each direction. Cash tolls on the three minor crossings are $1.75, col- lected in each direction.

Over the years, various discount programs have been introduced. In March 1987, the Staten Island Carpool Program was initiated. Staten Island residents were offered 30-round trip coupons for vehicles with three or more occupants at a discounted price of $30.00. This program was revised to 24 coupons for $30.00 in July 1989 and is still available.

In general, tolls for vehicles over 7,000 pounds have also been adjusted upward whenever passenger car toll rates were increased. A notable exception was 1987 when these toll rates were not raised while there was a general increase for passenger cars. In 1989, tolls for vehicles over

ATTACHMENT 6-10 7,000 pounds on the Verrazano-Narrows Bridge remained constant while all other tolls were raised. Historically, these vehicles received discounts on any TBTA facility when they used pre- paid accounts and this plan continues with E-ZPass.

Inflation

The Consumer Price Index (CPI), compiled by the US Department of Labor, Bureau of Labor Statistics for United States Cities, is intended to represent the average inflation rate for all urban consumers. Table 4 displays the TBTA major crossing passenger car toll rates from the 1971 level of $0.25 to the current toll rate of $3.50 set in 1996, alongside the CPI. Also shown is the CPI for June 2002 alongside the $3.50 toll.

Table 4 Cash Passenger Toll Rates Versus Consumer Price Index

Triborough, Bronx- Tolls Adjusted Whitestone and Throgs Consumer Year to 1982-84 Neck Bridges and Price Index(a) Dollars(b) Queens Midtown Tunnel 1971 $0.25 40.5 0.62 1972 0.50 41.8 1.20 1975 0.75 53.8 1.39 1980 1.00 82.4 1.21 1982 1.25 96.5 1.30 1984 1.50 103.9 1.44 1986 1.75 109.6 1.60 1987 2.00 113.6 1.76 1989 2.50 124.0 2.02 1993 3.00 144.5 2.08 1996 3.50 156.9 2.23 June 2002 3.50 179.9 1.95 Ratio 2002/1971 14.0 4.4 3.1

Notes: (a) United States City average, all Urban Consumers. Base period: 1982-1984 = 100.0 (b) The minimal toll divided by the CPI and expressed as a decimal.

Source: US Department of Labor, Bureau of Labor Statistics.

As indicated in the table, TBTA tolls in nominal dollars have risen faster than the CPI during the 30-year period. The actual passenger car cash toll for major crossings since 1996 has been $3.50. As can be seen in Table 4, the current $3.50 toll in 2002 dollars is equivalent to a toll of $1.95 in 1982-1984 dollars. The actual 2002 cash toll for passenger cars is 14 times the actual toll in 1971. However, if adjusted for inflation, the toll today is lower than in 1989 and only 3.1 times that in 1971 (in each case based on 1982-1984 dollars).

ATTACHMENT 6-11 HISTORICAL TRAFFIC, REVENUES AND EXPENSES AND ESTIMATED/BUDGETED NUMBERS FOR 2002

Historical traffic, revenues and expenses were reviewed for the nine TBTA bridges and tunnels. Over the last 30 years, traffic volumes on the crossings have ranged from approximately 220 million in the 1970s to 296 million in 2000. As displayed in Figure 2, the growth of traffic reflects the region’s moderate overall growth in population and employment, offset by the impact of 10 periodic toll increases. With tolls essentially now at 14 times the 1971 level, toll revenues increased more than 13-fold, from $72 million to a high of $941 million in 2000. Revenues then declined to $915 million in 2001 due to the closures and restrictions on TBTA facilities following the September 11 terrorist attack on the World Trade Center, and the regional decline in employment. Since 1970, annual operating expenses for the toll facilities have risen by 10 times, from $25 million to $257 million in 2001, during which time the CPI increased by 4.4 times.

Figure 2: Aggregated TBTA Facilities Traffic and Toll Revenue, 1970-2001

Total Traffic Total Toll Revenue

400 $1,000 ) 350 $800

300 $600 250 $400 200

$200

Annual Volume (millions) 150 Annual Revenue (millions

$0 100 1970 1975 1980 1985 1990 1995 2000 1970 1975 1980 1985 1990 1995 2000

Traffic and Toll Revenue, 1991 - 2001

Table 5 lists the traffic and toll revenue record for each of the nine crossings for the 1991- 2001 period. Total TBTA traffic and toll revenue are shown in Table 6. The peak in paid traffic dur- ing this period, 296 million crossings, occurred in 2000. The general systemwide pattern has been that when toll rates are increased, traffic declines moderately and then traffic begins to rise until the next rate increase. The two most recent toll increases, in 1993 and 1996, are evident in the jump in average tolls in such years. The strong growth of over 3 percent per annum between 1996 and 2000 is due in part to increases in regional population and the introduction of E-ZPass.

In 1991, toll revenue was reported at $649 million. As stated above, revenues rose to $941 million in 2000, an increase of approximately 45 percent, and then declined in 2001 due to the impact of September 11 and a decline in regional employment. As shown in Table 5 and explained in the subsection of the report on pages 6-16 through 6-19, the greatest impact from September 11 was due to closures and restrictions at the Brooklyn-Battery Tunnel, with negative impacts also occurring at the Queens Midtown Tunnel and at the Triborough and Bronx-Whitestone bridges.

ATTACHMENT 6-12 Table 5 Annual Toll-Paying Traffic and Toll Revenue:(a) 1991 to 2001 (000’s)

Verrazano-Narrows Bridge Triborough Bridge Bronx-Whitestone Bridge Year Traffic Average Traffic Average Traffic Average Revenue (c) Revenue Revenue Volume(b) Change Toll Volume Change Toll Volume Change Toll 1991 61,783 $152,912 $2.47 60,137 $151,259 $2.52 35,993 $93,598 $2.60 1992 63,063 2.1% 155,112 2.46 60,246 0.2% 151,669 2.95 36,471 1.3% 94,560 2.59 1993 60,927 –3.4 166,935 2.74 57,566 –4.5 169,825 2.95 35,231 –3.4 106,153 3.01 1994 60,213 –1.2 167,249 2.78 54,871 –4.7 165,500 3.02 36,042 2.3 112,259 3.11 1995 61,351 1.9 169,766 2.77 56,913 3.7 171,103 3.01 40,215 11.6 125,106 3.11 1996 60,176 –1.9 178,444 2.97 54,976 –3.4 186,313 3.39 37,258 –7.3 132,434 3.55 1997 62,848 4.4 185,131 2.95 56,766 3.3 200,451 3.53 36,372 –2.4 135,593 3.73 1998 65,886 4.8 192,788 2.93 59,524 4.9 208,324 3.50 38,112 4.8 140,083 3.68 1999 67,480 3.4 196,556 3.91 61,929 4.0 216,414 3.49 40,123 5.3 147,597 3.68 2000 69,089 2.4 203,172 2.94 63,642 2.8 222,614 3.50 42,285 5.4 155,938 3.69 2001 70,929 2.7 208,164 2.93 62,506 -1.8 215,241 3.44 42,090 -0.5 152,881 3.63

Throgs Neck Bridge Brooklyn-Battery Tunnel Queens Midtown Tunnel Year Traffic Average Traffic Average Traffic Average Revenue Revenue Revenue Volume Change Toll Volume Change Toll Volume Change Toll 1991 36,841 $102,726 $2.79 20,622 $49,321 $2.39 26,175 $64,143 $2.45 1992 36,868 0.1% 103,003 2.79 20,568 –0.3% 49,064 2.39 26,829 2.5% 65,686 2.45 1993 36,702 –0.4 122,273 3.33 18,277 –11.2 50,706 2.77 25,419 –5.3 72,664 2.86 1994 35,707 –2.7 122,838 3.44 18,550 1.5 53,068 2.86 23,052 –9.3 67,402 2.92 1995 33,440 –6.3 116,732 3.49 18,399 –0.8 52,742 2.87 22,812 –1.0 66,671 2.92 1996 35,208 5.3 136,948 3.89 17,064 –7.3 54,900 3.22 23,506 3.0 77,489 3.30 1997 36,711 4.3 147,106 4.01 17,029 –0.2 56,166 3.30 24,600 4.7 83,543 3.40 1998 37,660 2.6 149,711 3.98 19,651 15.4 63,578 3.24 25,362 3.1 85,626 3.38 1999 38,069 1.1 152,134 4.00 20,766 5.7 67,080 3.23 25,961 2.4 87,284 3.36 2000 37,525 -1.4 152,453 4.06 21,288 2.5 69,018 3.24 26,560 2.3 89,451 3.37 2001 37,802 0.1 150,764 3.99 16,452(d) -22.7 52,188 3.17 26,177(d) -1.4 87,067 3.33

Marine Parkway-Gil Hodges Memorial Henry Hudson Bridge Cross Bay Bridge Bridge Year Traffic Average Traffic Average Traffic Average Revenue Revenue Revenue Volume Change Toll Volume Change Toll Volume Change Toll 1991 19,813 $21,733 $1.05 8,009 $8,109 $1.01 5,661 $6,213 $1.10 1992 19,953 0.7% 20,801 1.04 7,811 –2.5% 7,835 1.00 5,476 –3.3% 5,955 1.09 1993 18,784 –5.9 22,743 1.21 7,656 –2.0 8,153 1.06 5,362 –2.1 6,268 1.17 1994 18,829 0.2 23,329 1.24 7,456 –2.6 7,936 1.06 5,208 –2.9 6,043 1.16 1995 20,364 8.2 25,303 1.24 7,385 –1.0 8,178 1.11 5,184 –0.5 6,214 1.20 1996 19,922 –2.2 28,031 1.41 7,086 –4.0 8,219 1.16 4,967 –4.2 6,460 1.30 1997 19,757 –0.8 28,687 1.45 7,304 3.1 8,589 1.18 5,133 3.3 6,727 1.31 1998 20,300 2.7 28,731 1.42 7,322 0.2 8,577 1.17 5,647 10.0 7,021 1.24 1999 21,285 4.8 30,068 1.41 7,391 0.9 8,461 1.14 6,009 6.4 7,199 1.20 2000 22,541 5.9 31,938 1.42 7,206 -2.4 8,370 1.16 6,354 5.7 7,650 1.20 2001 23,290 3.3 32,242 1.38 7,263 1.0 8,344 1.15 6,712 5.7 7,965 1.19

Notes: (a) Toll rate increases occurred on January 31, 1993 and March 24, 1996. (b) Westbound toll traffic volume doubled. (c) Average toll on basis of revenues divided by doubled westbound volume. (d) Reflects traffic restrictions and closures beginning September 11, 2001.

ATTACHMENT 6-13 The Triborough Bridge reported the highest toll revenue for 2001 at $215 million, while the Cross Bay Bridge registered the lowest revenue at $8 million. (The relationship between toll increases and traffic volume is described in the Toll Impacts and Elasticity section of this report.)

Traffic volumes and toll revenues on the Throgs Neck Bridge and Bronx-Whitestone Bridge should be considered together since they serve many of the same trips; and, when there is construction activity in the area, traffic shifts between the two facilities. For example, in 1995 some traffic diverted from the Throgs Neck Bridge to the Bronx-Whitestone Bridge when the approach ramps from the Cross Island Parkway to the Throgs Neck Bridge were rehabilitated. In 2001, traffic again diverted from the Throgs Neck Bridge to the Bronx-Whitestone Bridge due to reconstruction activities on the Cross Bronx Expressway in the vicinity of the Throgs Neck Bridge.

Total annual TBTA toll traffic and revenue are shown in Table 6 for the period 1991 through 2001.

Table 6 Summary of Annual Paid Traffic and Toll Revenue:(a) 1991 to 2001

Total Paid Total Year Traffic Revenue (000) (000) 1991 275,034 649,014 1992 277,285 653,686 1993 265,924 725,720 1994 259,928 725,624 1995 266,063 741,815 1996 260,163 809,256 1997 266,520 851,993 1998 279,463 884,439(b) 1999 289,013 912,792(b) 2000 296,490 940,607(c) 2001 293,220 914,856

Notes: (a) Toll rate increases occurred on January 31, 1993 and March 24, 1996. (b) Includes $2.5 million relating to tokens and tickets not likely to be redeemed. (c) Includes $9.7 million relating to tokens and tickets not likely to be redeemed. Source: TBTA

Traffic by Facility and Vehicle Class, 2001

TBTA maintains traffic counts for each crossing in 13 toll-paying categories, ranging from passenger cars to trucks with seven axles. Displayed in Table 7 are the 2001 traffic vol- umes by facility. Passenger cars totaled 274 million crossings and represented 93 percent (which has remained relatively constant over time) of the total toll-paying vehicles. The Verrazano- Narrows Bridge registered the highest two-way traffic volume of 71 million toll-paying vehicles. The lowest volume, 7 million vehicles, was recorded at the Cross Bay Bridge.

ATTACHMENT 6-14 Table 7 Traffic by Facility and Vehicle Class, 2001 (000’s)

VC 2 VC 3 Franchise Buses Pass. Pass. VC 1 VC 4 VC 6 VC 7 Cars Cars Facility Passenger Trucks Trucks Trucks w/ 1 w/ 2 VC 5 VC 11 Cars 2 Axles 3 Axles 4 Axles Axle Axles 2 Axles 3 Axles Trailer Trailer Throgs Neck Bridge 33,948 46 32 1,392 2 290 371 Bronx-Whitestone Bridge 39,091 16 8 1,381 134 296 207 Triborough Bridge 58,935 23 9 2,224 209 2 421 102 Queens Midtown Tunnel 23,988 9 5 1,501 298 31 259 22 Brooklyn-Battery Tunnel 15,196 2 2 471 148 417 137 4 (a) Verrazano-Narrows Bridge 66,256 32 21 1,792 122 349 473 253 Henry Hudson Bridge 23,172 2 1 78 2 Marine Parkway-Gil Hodges Mem. Br. 7,043 3 1 132 48 17 2 Cross Bay Bridge 6,372 6 1 191 79 31 3 Total 274,000 139 79 9,162 1,038 798 1,926 965 Percent of Paid Vehicles 93.4% 0.0% 0.0% 3.1% 0.4% 0.3% 0.7% 0.3%

VC 8 VC 9 VC 12 VC 13 VC 14 VC 10 Total Paid Facility Trucks Motor- Trucks Trucks Other Non-Rev. Total Vehicles Vehicles 5 Axles cycles 6 Axles 7 Axles Vehicles Vehicles(b) Throgs Neck Bridge 1,601 53 65 1 2 37,802 244 38,046 Bronx-Whitestone Bridge 862 50 44 1 42,090 242 42,332 Triborough Bridge 479 79 23 1 62,506 1153 63,659 Queens Midtown Tunnel 19 41 1 2 26,177 409 26,586 Brooklyn-Battery Tunnel 32 38 5 16,452 413 16,865 (a) Verrazano-Narrows Bridge 1,472 109 48 1 2 70,929 627 71,556 Henry Hudson Bridge 1 34 23,290 97 23,387 Marine Parkway-Gil Hodges Mem. Br. 7 10 7,263 87 7,350 Cross Bay Bridge 12 14 1 6,712 143 6,855 Total 4,485 428 187 2 10 293,220 3,416 296,636 Percent of Paid Vehicles 1.5% 0.1% 0.0% 0.0% 0.0% 100.0%

Notes: May not add due to rounding. (a) Westbound traffic doubled. (b) Includes police, fire and other emergency vehicles and TBTA vehicles. VC = vehicle class * = Less than 500. Source: TBTA.

Monthly Traffic, 2001

Monthly traffic variations on the nine crossings are normally attributed to several factors. Traffic volumes historically have been weather-related; i.e., severe winter weather may result in lower volumes. Conversely, traffic reaches its highest levels during the summer months when recreational travel peaks. Toll rate increases have also affected the traffic volumes in the aftermath of a toll increase. Furthermore, individual facilities can be affected by construction projects on adjacent arterials or competing bridges. The limited number of crossings in the region sustains the overall demand for TBTA’s bridges and tunnels. However, added to these normal impacts was the effect of September 11.

ATTACHMENT 6-15 Table 8 Monthly Traffic Variations, 2001

Average Daily Toll-Paying Traffic Ratio to Month Throgs Bronx- Tri- Queens B’lyn- Verrazano Henry Marine Cross (b)(c) Total AADT Neck Whitestone borough Midtown Battery Narrows(a) Hudson Pkwy Bay

Jan. 86,706 105,948 153,633 67,812 54,247 173,257 56,810 16,528 15,650 730,592 0.91 Feb. 90,261 111,828 162,428 72,731 57,903 181,319 60,081 16,872 15,923 769,347 0.96 Mar. 92,406 109,567 165,434 72,966 58,464 183,227 60,143 17,933 16,662 776,802 0.97 Apr. 100,503 121,368 178,982 76,525 58,512 195,589 66,639 18,461 17,892 834,471 1.04 May 103,021 123,216 181,277 76,613 59,004 196,573 67,495 20,364 18,770 846,333 1.06 June 109,119 126,455 183,171 78,431 61,183 205,005 68,377 23,577 21,555 876,871 1.10 July 111,219 125,174 175,109 72,950 57,491 199,896 64,163 25,544 22,091 853,638 1.07 Aug. 117,989 121,466 179,743 77,125 59,737 205,202 66,431 24,521 20,711 872,924 1.09 Sept. 106,710 107,869 159,859 62,074 22,161 184,916 56,506 19,424 17,864 737,383 0.91 Oct. 112,856 108,766 174,760 65,917 12,987 202,422 64,486 18,597 18,182 778,972 0.96 Nov. 107,779 111,104 171,531 68,274 16,609 200,754 67,569 18,224 17,788 779,631 0.96 Dec. 103,264 110,857 168,494 69,234 23,127 202,766 66,759 18,455 17,379 780,336 0.96 (c) AADT 103,567 115,315 171,250 71,717 45,074 194,325 63,808 19,899 18,388 803,342 1.00

Notes: May not add due to rounding. (a) Westbound traffic doubled. (b) For total traffic on the nine crossings. (c) Annual Average Daily Traffic.

The data in Table 8 indicate that total traffic on the nine crossings peaked in the summer, the peak season for recreational travel in the Metropolitan Area. For the combined facilities the monthly variations in 2001 ranged from 10 percent below the annual average in January to 10 percent above in June. Normally, August is the highest month and was a close second in 2001. Usually, this is indicative of a stable traffic mix comprised of a solid base of commuting and commercial traffic, but the normal monthly variations were disrupted by the events of September 2001, as discussed in the next section of the report.

Impact of September 11 Terrorist Attack

In assessing the impact of the terrorist attacks on toll revenue, the following factors had to be considered separately and then in combination: (a) the direct consequences of the operational restrictions at the Brooklyn-Battery and Queens Midtown tunnels (along with the four City- owned bridges south of 63 Street, Queensboro, Williamsburg, Manhattan and Brooklyn) and on the Verrazano-Narrows Bridge (along with the Gowanus Expressway that connects the Verrazano-Narrows Bridge with the Brooklyn-Battery Tunnel); and (b) the indirect economic impacts in terms of job losses and dislocations and, therefore, reduced trip-making. This section focuses on the impact of the attack on the transportation network during the months between September 2001 and June 2002 (the last month for which TBTA data are available), in order to estimate the impact on traffic during the remainder of 2002. A discussion of the continuing impact beyond 2002 follows in the section covering the factors affecting traffic growth.

ATTACHMENT 6-16 The attack on the World Trade Center had a direct effect on transportation facilities through the destruction of the Port Authority Trans Hudson subway (PATH) downtown service between New Jersey and Manhattan and the station at the World Trade Center, and damage to the 1/9 subway line. In addition, the operations of the Brooklyn-Battery Tunnel were affected, as it feeds into West Street, which runs immediately adjacent to the World Trade Center Complex site. West Street was closed until March 29, 2002, and this limited the use of the Brooklyn-Bat- tery Tunnel.

Aside from the direct impact on transportation facilities, a number of measures were introduced following the attack to cope with the loss of capacity, security issues and the clean up of the affected area around the World Trade Center.

The following significant changes were made following the September 11 attack, which are relevant in terms of TBTA traffic and revenues.

On September 11, the Brooklyn-Battery Tunnel was closed to all vehicles, except emergency vehicles.
On September 17, the New York City DOT implemented a free municipal (passenger- only) ferry service between Manhattan and Brooklyn, to which the Federal Emergency Management Agency has committed funding for at least until the end of 2002.
On September 27, a Single Occupancy Vehicle (SOV) ban was initiated on all Manhattan-bound East River crossings between 6:00 AM and 12:00 PM.
On October 8, the SOV ban hours were reduced to between 6:00 AM and 11:00 AM on weekdays.
On October 14, the Brooklyn-Battery Tunnel was opened to passenger vehicles outbound to Brooklyn. Manhattan-bound traffic remained restricted at all times. The Brooklyn Bridge was opened in both directions, but SOV restrictions remained in place.
On October 18, the SOV hours were reduced (except for Holland Tunnel) to between 6:00 AM and 10:00 AM.
October 28, the N and R subway lines resumed service connecting Manhattan and Brooklyn. (Cortlandt Street Station remains closed.)
On November 15, the inbound to Manhattan Brooklyn-Battery Tunnel was opened to passenger vehicles on weekdays between the hours of 8:00 PM and 6:00 AM.
On March 29, 2002, the Brooklyn-Battery Tunnel was re-opened in both directions at all times; however, SOV restrictions remain in place inbound to Manhattan 6:00 AM to 10:00 AM, Monday through Friday.
On April 22, the SOV restrictions were lifted on the Queensboro Bridge, the Queens Midtown Tunnel and the Lincoln Tunnel, that is, on all crossings north of 14 Street.

Changes in Travel Patterns and Mode Choice

The impacts on employment and to the transportation infrastructure primarily affected work-related trips during the peak morning and evening commute periods; not only was there a reduction in the total number of people crossing the East River, there were also changes in the mode of transportation used.

ATTACHMENT 6-17 The total number of people entering Manhattan, across the East River, during the morning peak period fell by 13 percent from 609,000 to 530,000 in the immediate aftermath of the September 11 attack. The largest decline in absolute terms (39,000) was in the number of people using subway stations south of Canal Street, followed by a reduction of 35,000 people using private automobiles. These declines represent percentage decreases of 21 and 37 percent, respec- tively, of the total number of people commuting by subway and automobile in the morning peak period. New York City interborough buses and the Brooklyn ferry service gained 8,000 and 1,000 passengers, respectively. In the case of interborough buses, this represents a 49 percent increase. Although the data are incomplete after November 2001, there are indications that the number of people commuting during the morning peak was increasing over time, although the November number remained 11 percent below the pre-September 11 levels.

Impact on Peak Hour East River Vehicular Traffic

The introduction of the SOV restrictions on September 27 resulted in a greater reduction in vehicle-trips than person-trips, because of the increase in the auto-occupancy rates during the morning peak travel period.

The total number of vehicle trips using all the East River crossings in the morning peak period fell by 45 percent, or approximately 40,000 trips during the October 1-17 period. The most significant reduction in traffic occurred on the Brooklyn Bridge and at the Brooklyn-Battery Tunnel, due to the severe restrictions on movement at the southern end of Manhattan during this period. By January 2002, the number of vehicles crossing the East River during the morning peak had increased but was still 31 percent below pre-September 11 levels. The recovery of traffic differed considerably between the crossings depending on the timing of the lifting of restrictions. Peak period traffic using the Brooklyn-Battery Tunnel was down 72 percent in January compared with 87 percent in the immediate aftermath of the attack. Usage of the Queensboro Bridge in January was 17 percent below its pre-September levels compared with 28 percent in the period immediately following the September attack. Usage of the Brooklyn Bridge increased even more dramatically, recovering from 67 percent below normal in October to just 32 percent below in January.

Impact on TBTA Facilities

For the TBTA facilities specifically, the impact of September 11 has been most dramatic at the Brooklyn-Battery Tunnel, as mentioned above, followed by the Queens Midtown Tunnel and then the Triborough Bridge and Henry Hudson Bridge, the four crossings that serve Man- hattan. The truck restrictions introduced at the Holland Tunnel had a positive impact on the Verrazano-Narrows Bridge. The outlying bridges, including the Throgs Neck Bridge and the Bronx-Whitestone Bridge, were affected essentially only in September 2001. As stated above, these two bridges should be viewed in combination, as construction activities result in traffic shifts back and forth, and because they serve generally the same areas in Queens and the Bronx.

ATTACHMENT 6-18 Table 9 lists the traffic changes that have occurred between January 2001 and June 2002, for which data are now available, highlighting the major changes that occurred in September 2001.

Table 9 Changes in Monthly Traffic – January 2001 through June 2002

Percent Change in Monthly Traffic Month Throgs Bronx- Tri- Queens B’klyn- Verrazano Henry Marine Cross Neck Whitestone borough Midtown Battery Narrows Hudson Pkwy Bay 2001 vs. 2000 Jan.-Aug. –1.9%
3.0% –0.8%
1.3% –0.2%
2.3%
5.1%
1.9%
6.1% September –0.5 –11.6 –11.4 –12.8 –62.1 –5.1 –12.2 –7.5 –1.0 October
8.7 –9.5 –2.7 –7.5 –77.5
5.9 –1.5 –1.9
7.1 November
9.0 –5.1 –1.0 –5.4 –71.0
6.0
6.7 –1.1
7.9 December
11.3
1.6
3.3
0.6 –59.5
9.8
10.6
8.8
8.4

2002 vs. 2001 January
11.4 –0.6
1.4 –4.8 –60.4
7.5
6.7
3.4
6.9 February
13.0 0.0
1.5 –5.3 –59.0
7.9
6.9
4.8
8.7 March(a)
14.1
6.6
1.5 –1.4 –57.0
9.1
9.7
4.1
8.3 April(a)
4.0
1.7 –3.2 –3.0 –32.0
3.9
6.5
6.3
5.5 May(b)
7.1
2.1 –3.3 –1.1 –23.9
4.8
6.4
6.0
5.2 June(b)
7.4
1.0 –2.3 –3.0 –19.7
2.9
4.1
7.5
7.2

(a) March and April are affected by Easter, which fell in April 2001 and March 2002. The two months, therefore, should be viewed in combination. (b) Preliminary numbers.

Note that the changes reflect the gradual improvement in operating conditions, as summa- rized on page 6-17. With the Brooklyn-Battery Tunnel having been reopened on March 29, 2002, except for the SOV restrictions, there was a significant improvement in traffic flow from March to June, as shown in the table: the 57 percent traffic loss in March 2002 (versus March 2001) improved to a 20 percent loss in June. Note also that the only other facility that has continued to have traffic losses is the Queens Midtown Tunnel, where the SOV restrictions south of 63 Street were not lifted until April 22. Traffic growth on the Triborough Bridge had been positive from December through March, and then turned negative again partly due to construction activity that will continue through April 2004. On the Henry Hudson Bridge, traffic growth has been substantially positive since November.

These results and the positive trends reflected in Table 9 were used to develop the traffic estimates for 2002.

ATTACHMENT 6-19 Estimated Traffic and Toll Revenue, 2002

The development of the traffic and toll revenue estimates for 2002 necessarily took into account the continuing, but improving, conditions in the aftermath of the World Trade Center attack. The impacts in the long term, regarding the national and regional economies, projected employment in lower Manhattan and the traffic and revenue forecasts beyond 2002, are covered in the following chapters of the report. In developing the traffic and toll revenue estimates for 2002, we extrapolated the monthly traffic changes listed in Table 9 through June to the remaining months of the year, as shown in Table 10.

Table 10 Estimated Changes in Monthly Traffic – July-December 2002

Percent Change in Monthly Traffic Month Throgs Bronx- Tri- Queens B’klyn- Verrazano Henry Marine Cross Neck Whitestone borough Midtown Battery Narrows Hudson Pkwy Bay 2002 vs. 2001 July
1
1 –3 –1 –16
3
5
2
5 August
1
1 –3 –1 –12
3
5
2
5 September
7
7
11
14
132
8
19
10
5 October
1
1
1
7
292
1
5
4
5 November
1
1 –1
5
203
1
5
3
5 December
1
1 –1 0
117
1
5
2
5

The extrapolated percentages reflect the continuing SOV restrictions at the Brooklyn- Battery Tunnel (expected to be lifted in September 2003) and the recovery from the depressed traffic levels in the aftermath of September 11. For the Brooklyn-Battery Tunnel in particular, the magnitude of the percentages (exceeding 100 percent) starting in September (2002 versus 2001) reflect the mathematics of applying the recovery percentages to the depressed traffic levels that began in September 2001. For example, the reciprocal of the 77.5 percent traffic reduction from October 2000 to October 2001 from Table 9 in terms, theoretically, of returning to the pre- September 11 level, is an increase of 344 percent. The 292 percent increase posted for October (2002 versus 2001) reflects URS’ view that traffic at the Brooklyn-Battery Tunnel is still being affected by post-September 11 conditions. The negative monthly changes at the Triborough Bridge reflect the continuing construction during the remainder of 2002.

The traffic and toll revenue estimates for 2002 are developed in Table 11. The July- December traffic volumes are estimated based on the actual data for July-December 2001 and the estimated percentages from Table 10.

ATTACHMENT 6-20 Table 11 Estimated 2002 Toll-Paying Traffic and Toll Revenue (000)

Traffic Actual Estimated Avg. Toll Facility Jan.- Toll Revenue July Aug. Sept. Oct. Nov. Dec. Total June(a) Throgs Neck Br 19,194 3,482 3,694 3,425 3,534 3,266 3,233 39,828 $4.01 $159,712 Bronx-Whitestone Br 21,457 3,919 3,803 3,463 3,405 3,366 3,471 42,885 3.64 156,100 Triborough Br 30,653 5,266 5,405 5,309 5,461 5,100 5,124 62,317 3.43 213,747 Queens Midtown Tun 13,024 2,239 2,367 2,123 2,186 2,151 2,146 26,236 3.31 86,841 Brooklyn-Battery Tun 6,188 1,497 1,630 1,545 1,577 1,512 1,559 15,508 3.16 49,004 Verrazano-Narrows Br* 36,264 6,383 6,552 5,991 6,328 6,074 6,339 73,932 2.95 218,098 Henry Hudson Br 12,206 2,088 2,162 2,017 2,099 2,128 2,173 24,875 1.37 34,079 Marine Parkway 3,622 808 775 641 600 563 584 7,592 1.15 8,731 Cross Bay Br 3,434 719 674 568 592 560 566 7,113 1.21 8,607 Total 146,042 26,401 27,063 25,082 25,782 24,720 25,195 300,286 $934,919 (a) Preliminary numbers for May and June (see Table 9) * Westbound toll traffic volume doubled. Note: May not add due to rounding.

The average tolls in Table 11, used to estimate toll revenues, are the actual average tolls calculated from the January-June 2002 traffic and revenue data.

The $934.9 million estimate for 2002 in Table 11 falls just short of the $940.6 million revenues collected in 2000, and the estimated 300.3 million traffic volume would exceed the level experienced in 2000. The Brooklyn-Battery Tunnel is the only crossing where the 2002 volumes are estimated to be substantially below the 2000 level.

The robust 2002 total volume for the nine facilities can be attributed generally to the con- tinuing E-ZPass inducement and specifically to the continuing truck restrictions at the Holland Tunnel that has diverted trucks to the Verrazano-Narrows Bridge, despite the reduced volumes at the Brooklyn-Battery Tunnel. Revenues, however, are expected to be down from the 2000 level due to the inflated revenue in 2000 from the $9.7 million in redeemed tokens and tickets that had previously been deferred.

Table 11 provides the interface between the historical traffic and revenue data presented on the preceding pages and the 10-year forecasts in Tables 20 and 21. The methodology used to develop the estimated growth rates starting in 2003 is discussed on pages 6-42 through 6-44.

Operating Expenses 1991 – 2001

Table 12 displays the historical operating expenses for the TBTA facilities from 1991 through 2001. TBTA divides operating expenses into two major categories: Personnel Services and Other Than Personnel Services (OTPS). Personnel services include salaries, overtime and fringe benefits, net of capital reimbursements. Maintenance, outside services, insurance, Coli- seum operations, TBTA’s share of the E-ZPass Customer Service Center, and other non-person- nel expenses are included in OTPS.

ATTACHMENT 6-21 TBTA personnel services expenses increased from $104.6 million in 1991 to $123.3 mil- lion in 2001. Personnel expenses grew by much less than inflation because of the introduction of the E-ZPass system. TBTA was able to eliminate over 200 bridge and tunnel officer positions through attrition with E-ZPass, and these reductions were the primary offset to growth in wage and fringe benefit expenses in the period.

OTPS expenses increased from $51.0 million in 1991 to $133.2 million in 2001. The primary driving factors in TBTA’s OTPS expense growth were inflation, an increase in major maintenance and bridge painting activities, and costs associated with E-ZPass including, par- ticularly, the issuance of tags.

Timing of major expenses and extraordinary items has also resulted in some year-to-year fluctuations. In 1993, OTPS expenses increased primarily due to one-time expenses associated with lead remediation and an increase in insurance reserves. An enhanced bridge painting program, including lead paint removal, implemented as part of TBTA’s effort to extend the use- ful life of the structural elements of its facilities, began to increase OTPS expenses starting in 1995.

E-ZPass startup costs for tags and customer service center operations were primarily responsible for OTPS growth in 1996 and 1997. In 1998, E-ZPass startup costs eased and bridge painting activities were deferred due to an extensive evaluation of contractor experience. Resumption of the planned level of bridge painting increased OTPS costs in 1999, and rental expenses for TBTA administrative offices at 2 Broadway that were formerly in the New York Coliseum office building increased OTPS costs in 1999 and 2000.

Table 12 Historical Operating Expenses: 1991-2001

Operating Expenses (000s) Percent Year (c) Personnel(a) OTPS(b) Total Change 1991 $104,651 $50,986 $155,637 –0.6% 1992 114,659 53,855 168,514 8.3 1993 113,473 73,844 187,317 11.2 1994 107,417 62,976 170,393 –9.0 1995 112,212 84,858 197,070 15.7 1996 109,256 95,915 205,171 4.1 1997 111,651 112,222 223,873 9.1 1998 106,603 101,587 208,190 –7.0 1999 107,430 120,561 227,991 9.5 2000 112,256 129,807 242,063 6.2 2001 123,316 133,198 256,514 6.0 Notes: (a) Includes salaries, overtime and fringe benefits, net of capital reimbursements. (b) OTPS is Other Than Personnel Services and includes the following categories: maintenance and supplies, outside services, insurance, power, leases and rentals and other expenses. (c) For discussion on expense fluctuations, see preceding text. Source: TBTA

ATTACHMENT 6-22 The 2001 numbers reflect the additional expenses that were incurred in the aftermath of the attack on the World Trade Center. TBTA describes the added expenses as overtime labor costs for security and traffic management, cleanup costs for the Brooklyn-Battery Tunnel and Battery Parking Garage, and emergency electricity generation for the Brooklyn-Battery Tunnel. Also included are costs associated with assigning personnel to disaster recovery tasks and over- time incurred by represented employees required to make up for lost time as a result of the tem- porary closure of 2 Broadway, TBTA’s main office. The increases associated with these addi- tional costs are expected to be reimbursed to TBTA from a combination of insurance proceeds and emergency grants from FEMA.

Forecast of Expenses, 2002

Operating expenses have been forecast by TBTA for 2002 at $291.2 million. These expenses are divided into the following two categories: Personnel Services of $129.7 million and OTPS of $161.5 million.

The 2002 forecast also reflects the additional expenses incurred after the terrorist attack that includes an upgrade of communication and electrical systems and the replacement of a radio communication system. It also includes a delay in bridge painting from 2001 to 2002.

The increases in actual 2001 and forecast 2002 expenses over the two-year period repre- sent the net expense increment to TBTA. While some of the additional costs are expected to be reimbursed to TBTA from a combination of insurance proceeds and emergency grants from FEMA, expanded security measures are also included in the forecast amount. No further addi- tional expenses associated with the September 11 attack are forecast at the present time.

FACTORS AFFECTING TRAFFIC GROWTH

The previous section of the report set forth the historical traffic and revenue data for the nine TBTA bridges and tunnels. Before developing the forecasts, several factors affecting future traffic were considered, including projected growth (population and other demographics), TBTA and regional construction impacts, capacity constraints in the regional highway network, and toll and elasticity impacts. E-ZPass improvements were discussed previously on pages 6-8 and 6-9. In addition to these “normal” factors which are considered when developing traffic growth forecasts, the “extraordinary” circumstances following September 11 were analyzed to estimate the ongoing impact on traffic growth. The effects on regional transportation facilities were cov- ered in connection with the historical data (pages 6-16 through 6-19). In this section of the report, the employment impacts are discussed in preparation for the traffic forecasts. This section of the report concludes with a summary of the assumptions and conditions upon which the traffic and toll revenue forecasts were based.

ATTACHMENT 6-23 Employment, Population and Motor Vehicle Registrations

Regional demographic data providing information on long-term trends are maintained by the New York Metropolitan Transportation Council (NYMTC). Information from NYMTC regarding employment and population history and projections from 1970 to 2010 is included in the following tables. In general, traffic volumes in the region are affected by changes in employment and population. Normally the demand on the TBTA facilities tends to be less influenced by regional demographic trends because water crossings are limited; however, the scale of the events of September 11 has resulted in reduced traffic levels on the crossings serving lower Manhattan. The short- and intermediate-term impacts of this event are discussed below based on information provided by regional agencies and organizations. Another indicator of trends in traffic volumes is motor vehicle registrations, which have continued to trend upward since 1970 in the tri-state region. To understand better how these indicators may influence traffic volumes on the TBTA crossings, URS reviewed historical trends and forecasts by NYMTC and others.

Employment Trends and Projections

Jobs traditionally influence traffic generation. Generally, when the economy is robust and jobs are plentiful, there is an increase in traffic. Conversely, when employment trends are downward, traffic volumes generally decline.

The long-term trend in employment in the region is shown in Table 13. A downward trend in employment occurred between 1970 and 1980 in New York City. Jobs declined by 1.2 percent per year, from 4,084,000 in 1970 to 3,627,000 in 1980. Staten Island, where employment increased by 3.4 percent per year, was the exception. The most recent new employment forecasts were released by NYMTC in December 2000. These forecasts have future year growth levels for New York City similar to previous forecasts developed in 1996, but the estimated year 2000 employment base was higher than had previously been forecast. The year 2000 estimates showed New York City’s employment at a higher level than at any time since 1970.

Between 1970 to 1990, employment increased in the New York suburbs, in Northern New Jersey and in Southern Connecticut. NYMTC projected that employment in the area/region as a whole would grow during the forecast period through 2010, in the range of 0.4 to 1.3 percent annually.

ATTACHMENT 6-24 Table 13 Employment Trends and Projections (000s)

New York City New York New Jersey Connecticut Year Staten (b) (c) (d) Manhattan Bronx Brooklyn Queens Total(a) Region Region Region Island 1970 2,654.9 247.3 592.2 543.1 45.9 4,083.7 1,561.4 2,453.9 729.9 1980 2,364.8 211.9 485.7 499.8 64.4 3,626.6 1,925.4 2,832.6 872.6 1990 2,565.1 237.8 504.4 567.3 91.5 3,966.2 2,335.9 3,391.5 1,026.8 2000-Projected 2,621.8 252.0 550.6 604.2 117.4 4,145.9 2,519.3 3,689.7 1,070.3 2005-Projected 2,730.4 266.1 569.5 618.8 125.0 4,309.8 2,615.9 3,900.6 1,126.2 2010-Projected 2,804.7 278.4 580.0 636.7 130.7 4,430.5 2,701.7 4,081.0 1,159.7 Average Annual Percent Change 1970 to 1980 –1.2% –1.5% –2.0% –0.8% 3.4% –1.2% 2.1% 1.4% 1.8% 1980 to 1990 0.8 1.2 0.4 1.3 3.6 0.9 2.0 1.8 1.6 1990 to 2000 0.2 0.6 0.9 0.6 2.5 0.4 0.8 0.8 0.4 2000 to 2005 0.8 1.1 0.7 0.5 1.3 0.8 0.8 1.1 1.0 2005 to 2010 0.5 0.9 0.4 0.6 0.9 0.6 0.6 0.9 0.6

Notes: (a) Totals may not add due to rounding. (b) Consists of the following counties: Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk and Westchester. (c) Consists of the following counties: Bergen, Essex, Hudson, Middlesex, Monmouth, Morris, Passaic, Somerset and Union. (d) Consists of the following counties: Fairfield, Litchfield, New Haven.

Source: New York Metropolitan Transportation Council (historical data and projections as of 2002).

A review of historical traffic demand for the TBTA crossings indicated that volumes did fluctuate systemwide during the 1970s and increased through the 1980s. During the 15-year period from 1985 to 2000, the most noticeable fluctuations occurred during the toll increase years, when traffic declined while revenues increased.

The disruption to the New York City economy and traffic caused by the September 11 World Trade Center attack, at least in the short-term, combined with the fact that the NYMTC forecasts pre-date both the release of the 2000 census findings and the events of September 2001, necessitated a review of other more recent forecasts of employment as part of the process of developing the traffic and revenue forecasts.

The most current forecasts of intermediate-term employment for the city were developed by the New York City Office of Management and Budget (OMB), and the Office of the Comptroller. OMB produces forecasts as part of the process of developing the mayor’s budget. In May 2002 the Comptroller’s office published a review of the OMB forecast for the period between 2002 and 2006, which anticipates a slower recovery in the city than indicated in the OMB forecasts.

As can be seen from Table 14, the difference in growth projections translates into the complete recovery of the jobs lost in 2001 and 2002 by 2005 under both scenarios; however, the forecasts prepared by the comptroller’s office indicates a greater job loss and slower recovery.

ATTACHMENT 6-25 Table 14 Forecasts of Payroll Jobs, Total and Year-over-Year Change 2002-2006 (in Thousands)

Year 2000* 2001* 2002 2003 2004 2005 2006 Source Total Payroll Jobs Comptroller 3,723 3,702 3,608 3,638 3,678 3,728 3,783 OMB 3,723 3,702 3,621 3,656 3,702 3,752 3,783 Change in Number of Jobs Comptroller NA -20.9 -94.0 30.0 40.0 50.0 55.0 OMB NA -20.9 -81.2 35.3 46.4 36.8 31.0 * 2000 and 2001 = actual Sources: New York City Comptroller’s Office and Office of Management and Budget.

Population Trends and Projections

Between 1970 and 1980 population in New York City declined in The Bronx, Brooklyn, Manhattan and Queens, but increased on Staten Island. For the five boroughs, population totaled 7.9 million in 1970 and 7.1 million in 1980, as displayed in Table 15. The 1990 Census indi- cated that there was a turnaround and population grew at an average annual rate of approximately 0.3 percent. The Census results for the year 2000 show the population of New York City grew by approximately one percent annually and now exceeds 8,000,000. The nearby New York and New Jersey counties also show increased growth. In Connecticut, population increases were in Fairfield County, the closest county to the TBTA facilities.

Table 15 Population Trends and Projections (000s)

New York City New New York Connecticut Year Jersey Staten (a) (b) (d) Manhattan Bronx Brooklyn Queens Total Region (c) Region Island Region 1970 1,539 1,472 2,602 1,987 295 7,895 4,178 5,006 1,682 1980 1,428 1,169 2,231 1,891 352 7,072 4,314 4,915 1,725 1990 1,488 1,204 2,301 1,952 379 7,323 4,401 4,990 1,806 2000 Census 1,537 1,333 2,465 2,229 444 8,008 4,681 5,431 1,889 2000-Projected 1,560 1,184 2,267 2,010 417 7,449 4,598 5,278 1,821 2005-Projected 1,585 1,199 2,246 2,014 428 7,472 4,670 5,382 1,887 2010-Projected 1,612 1,205 2,253 2,024 438 7,534 4,747 5,525 1,920 Average Annual Percent Change 1970 to 1980 –0.7 –2.3 –1.5 –0.5 1.8 1.1 0.3 –0.2 0.3 1980 to 1990 0.4 0.3 0.3 0.3 0.7 0.3 0.2 0.2 0.5 1990 to 2000 0.3 1.0 0.7 1.3 1.6 0.9 0.6 0.8 0.4 2000 to 2005 0.3 0.1 –0.2 0.0 0.5 0.1 0.3 0.4 0.7 2005 to 2010 0.3 0.1 0.1 0.1 0.5 0.2 0.3 0.5 0.3

Notes: (a) Totals may not add due to rounding. (b) Consists of the following counties: Dutchess, Nassau, Orange, Putnam, Rockland, Suffolk and Westchester. (c) Consists of the following counties: Bergen, Essex, Hudson, Middlesex, Monmouth, Morris, Passaic, Somerset and Union. (d) Consists of the following counties: Fairfield, Litchfield, New Haven. Sources: New York Metropolitan Transportation Council, US Census Bureau.

ATTACHMENT 6-26 NYMTC’s latest population projections for the Tri-State region for 2000 to 2010 were prepared in 2000, and 2010 population for New York City is forecast as reaching 7,534,100. As noted above, the Census results for New York City show the population in 2000 exceeded 8,000,000 and NYMTC’s forecast for 2010. It should be noted that NYMTC’s latest population projections for the Tri-State region for 2000 to 2010 were adopted in December 2000, prior to the release of the Census findings.

With the 2000 Census exceeding previous expectations and population increases region- wide, population growth should have a positive effect on traffic demand on the TBTA crossings.

Motor Vehicle Registrations

One of the indicators of traffic stability and/or growth in an area is the trend in the num- ber of motor vehicle registrations. As shown in the following table, motor vehicle registrations increased slightly for the period 1992 through 1996 in New York, New Jersey and Connecticut, and decreased slightly in New York City. Motor vehicle registrations grew at a higher pace dur- ing the 1997-2001 period, reaching an average annual growth rate of 1.7 percent in New York City and State. The most recent data available indicate that between 1997 and 1999 vehicle registrations grew by an average annual rate of growth of 2.0 percent in New Jersey and, between 1997 and 2001, by 2.4 percent in Connecticut. As illustrated in Table 16, these figures represent a 10-year upward trend in motor vehicle registration growth for the Tri-State area.

Motor vehicle registrations are not projected for future years. However, based on past trends, it is expected that growth will continue in regional motor vehicle registrations in parallel with the demographic indicators.

ATTACHMENT 6-27 Table 16 Motor Vehicle Registrations (000s)

New York New York Year New Jersey Connecticut City State(a) 1992 1,898(b) 8,988(b) 5,364 2,527 1993 1,911 9,110 5,410 2,536 1994 1,907 9,149 5,534 2,559 1995 1,896 9,177 5,607 2,582 1996 1,862 9,235 5,632 2,578 1997 1,907 10,027(c) 5,688 2,610 1998 1,943 10,174 5,683 2,663 1999 2,001 10,437 5,917 2,703 2000 2,044 10,661 NA 2,760 2001 2,025 10,707 NA 2,871 Average Annual Growth 1992-1996 –0.5% 0.7% 1.2% 0.5% 1997-2001 1.7 1.7 2.0(d) 2.4

Notes: (a) Including New York City. (b) Beginning in 1992 New York State changed the reporting of motor vehicle registrations from the number of registrations issued to the number of registrations in force. (c) A computer change in 1997 resulted in numbers that are not comparable to earlier years. (d) Average annual growth rate for 1997-1999. Source: New York State Statistics Yearbook 1988-1998, New York State Department of Motor Vehicles, Connecticut Department of Motor Vehicles and New Jersey Department of Motor Vehicles.

In summary, generally, employment indicators overall seem to have had a more notice- able effect on traffic volumes on the TBTA facilities than population growth. However, regional demographic trends are not always independently discernable relative to the yearly traffic varia- tions. As discussed throughout this report, demand for the TBTA facilities has been strong overall, and NYMTC’s regional population projections indicate an increasing trend throughout the forecast period. With regard to employment, a return to previous levels is anticipated within the next three years.

Fuel Conditions

The availability and pricing of motor fuel has affected the use of TBTA facilities. During the past 29 years, fluctuations in traffic volumes occurred when fuel was either in short supply and/or prices increased rapidly. These conditions existed in 1973-1974, the summer of 1979, during the Persian Gulf tensions and war in 1990-1991 and, most recently, during 1999 and the beginning of 2000 when prices increased due to restricted supplies.

In 1974, there was a 4.9 percent decline in TBTA traffic and slower growth in subsequent years (1.5 percent per year in contrast to the 3.8 percent prior to 1974) as the economy slowed

ATTACHMENT 6-28 and fuel prices rose. Succeeding fuel shortages caused temporary traffic decreases that resulted in no permanent effects on traffic growth in subsequent years.

The United States has established the Strategic Petroleum Reserve (SPR) to provide pro- tection against short-term disruptions in petroleum supplies. Recent inventory levels provide 52 days of protection based on the United States net import rate for crude and petroleum products as of August 2002. Nevertheless, as the United States becomes increasingly dependent on foreign sources for petroleum and refined products, it becomes more susceptible to foreign disruptions in supplies. There are factors in the world petroleum market, however, that lower these risks. These include the erosion in the market share held by the Organization of Petroleum Exporting Countries (OPEC) during the past 20 years due to the growth in production by non-OPEC nations and a diversity of interests among OPEC members that conditions OPEC’s strategic objectives regarding pricing and resource development.

Unadjusted fuel prices declined from 1980 to 1985 and began to increase through the 1990s. However, when adjusted by the consumer price index, fuel prices actually declined between 1980 and 1997 by 51 percent. Prices have increased for the last two years due to OPEC controls on output; however, these price increases did not adversely affect TBTA traffic. On July 1, 2002 (the latest period for which data are available), the average price was $1.39 per gallon, compared to $1.47 in July 2001.

When adjusted to reflect changes in the CPI, the current price of gasoline is significantly below the 1980 peak price, which, if adjusted for inflation, would be more than $2.50 per gallon in current dollars. It is anticipated that future increases in gasoline prices will not affect traffic unless they are of a magnitude exceeding that adjusted 1980 value.

The seasonal change over to summer grade gasoline was smoother this year than last. Gasoline inventories and the level of imports are high resulting in dampened motor gasoline prices this summer despite record levels of consumption. It is anticipated by the US Department of Energy, Energy Information Administration (EIA) that pump prices may rise a little over the course of the summer, as crude prices are expected to remain strong and demand is expected to increase over the next few months. The EIA base projections forecast that the US monthly average retail price of gasoline will peak at around $1.43 per gallon during the summer. EIA anticipates a further rise in prices by 10-15 cents per gallon on an annual basis next year, assuming rising crude oil prices and recovering refiner margins, and economic growth increase the demand for gasoline. Currently, gasoline inventories are at the high end of the normal range, as compared to last year when they were below normal. Last year’s shortage was responsible for the unusually high prices seen last spring. World oil prices are expected to stay firm in 2002 and early 2003 before declining again in mid-2003.

OPEC did not raise their production quotas at its June 26, 2002 meeting. The continued slump in global oil demand and a warm winter let to a counter-seasonal rise in Organization for Economic Cooperation and Development (OECD) inventories from December through May, as OECD stocks ended over 50 million barrels higher than they were a year ago at this time and over 150 million barrels higher than they were in May 2000. However, the EIA believes that

ATTACHMENT 6-29 with the OPEC production cuts earlier in the year, reduced exports from Iraq and an anticipated demand recovery, oil prices will rise. The EIA outlook is for world demand growth of over 600,000 barrels per day in 2002 beginning in the third quarter of the year. With the expected recovery of the economy in 2003, particularly in the US, where GDP growth of over 3 percent annually is anticipated, demand for oil could increase by 1.2 million barrels a day in 2003, with half of this demand coming from the US.

The Annual Energy Outlook, 2002, issued by the EIA addresses the longer-term trends in energy demand and supply. Fuel supplies in the transportation sector are projected to be sufficient during the next 10 years. Motor gasoline use is projected to increase 1.6 percent per year over the next 20 years. Alternative fuels are projected to displace about 3.2 percent of light- duty vehicle fuel consumption, in response to current environmental and energy legislation intended to reduce petroleum-based fuel use during that 20-year period. Gasoline’s share of demand is expected to be sustained, however, by relatively low gasoline prices and slower fuel efficiency gains for conventional light-duty vehicles than were achieved during the 1980s. Over the longer term, economic growth is expected to lead to an increase in freight transportation with a corresponding increase in diesel use.

Toll Impacts and Elasticity

Tolls that are increased periodically affect traffic usage, especially if they outpace the rate of inflation, as they have on the TBTA facilities, as well as in those instances where competing facilities provide a good alternative. Elasticity, as used herein, is the relationship between traffic volume and the toll rate change. The factor, e, represents the relative decrease in traffic corre- sponding to a given increase in toll. The higher absolute value, which is a negative figure, the more apt a facility is to lose traffic, which can be due to diversions to competing facilities, switches in travel modes, consolidation of trips and elimination of trips.

URS developed a set of elasticity factors for each of the TBTA crossings based on his- torical toll increases to estimate the impact on traffic and toll revenue when tolls are increased in the future. Elasticity, in this sense, is used to analyze the relationship between tolls and use, i.e., when tolls are increased, motorists react and travel patterns may change.

In estimating revenue for toll facilities, elasticity factors represent the relationship between traffic volume and toll rate changes. As used herein, elasticity represents the decrease in traffic corresponding to the increase in tolls. The factors developed by URS for each crossing are updates of previously-derived factors (including the most recent toll increases) and are based on an analysis of traffic data for the periods before, at the time of, and after the toll increases.

URS last developed elasticity factors in 1997 following the TBTA general rate increase in March 1996. These elasticity factors (which are averages compiled from analyses of the 1996 and previous toll increases) remain appropriate, in the opinion of URS, for use in projecting traf- fic and revenues in reaction to future toll increases on the TBTA facilities. However, the factors are considered conservative since E-ZPass has afforded the users of the TBTA facilities improved travel conditions.

ATTACHMENT 6-30 Table 17 Elasticity Factors

Elasticity Facility Factor Throgs Neck and Bronx-Whitestone Bridges –0.085 Triborough Bridge –0.196 Queens Midtown Tunnel –0.208 Brooklyn-Battery Tunnel –0.386 Verrazano-Narrows Bridge –0.120 Henry Hudson Bridge –0.298 Marine Parkway-Gil Hodges Memorial Bridge –0.110 Cross Bay Bridge –0.149

Elasticity factors vary, demonstrating that users react differently to toll increases depend- ing on influencing conditions. On the TBTA crossings, elasticity tends to be influenced by the proximity of the toll-free City bridges and other considerations. The low factors for the Throgs Neck and Bronx-Whitestone bridges indicate their relative isolation from the nearest toll-free competitor, the Queensboro Bridge. Further south on the East River at the Triborough Bridge and the Queens Midtown and Brooklyn-Battery tunnels in that order, elasticity increases as the degree of toll-free competition increases. The TBTA tunnels tend to lose traffic particularly when the competing crossings are operating under reasonable levels of traffic service and pro- viding motorists with viable toll-free alternatives during non-peak periods. In addition, trip pur- pose influences demand, i.e., peak-period, work-related trips are less elastic than off-peak trips that do not have travel-time constraints.

If the historical increase patterns continue, it can be expected that tolls will be increased again during the forecast period (through 2010). Accordingly, for the purposes of projecting traf- fic and toll revenue, URS has prepared two sets of forecasts: one at constant tolls (at the present level); and the other with toll increases in January 2004 and again in January 2008.

For the toll-increase alternative, it was assumed that the toll levels (i.e., the cash toll for passenger cars) on the major and minor crossings would be increased to $4.00 and $2.00, respec- tively, in January 2004, and to $4.50 and $2.25, respectively, in 2008. It was also assumed that the truck tolls would be increased proportionately, and that the E-ZPass tolls for passenger cars would consistently be 50 cents lower than the respective cash tolls. This is consistent with the experience of the March 1996 toll increase. In the context of the assumed toll increase scenario, the average toll would increase 14.3 percent in 2004 and 12.5 percent in 2008. (These percent- ages are listed in Table 18 in connection with the elasticity impacts.) The increases in the aver- age tolls themselves are listed in Table 21 as part of the revenue forecast for the toll-increase alternative.

ATTACHMENT 6-31 As for the impacts of the toll increases on traffic demand, the elasticity factors from Table 17 were applied in Table 18, assuming the toll increases described previously would occur on January 1, 2004 and January 1, 2008. These traffic impacts represent the reduction in values from the corresponding annual traffic levels that would be expected if the tolls were not increased.

Table 18 Traffic/Toll Elasticity

Estimated Percent Change in Elasticity Toll Rates and Traffic Facility Factor 2004 2008 Toll Traffic Toll Traffic Throgs Neck Bridge, Bronx-Whitestone Bridge –0.085 14.3% –1.2% 12.5% –1.1% Triborough Bridge –0.196 14.3 –2.8 12.5 –2.4 Queens Midtown Tunnel –0.208 14.3 –3.0 12.5 –2.6 Brooklyn-Battery Tunnel –0.386 14.3 –5.6 12.5 –4.8 Verrazano-Narrows Bridge –0.120 14.3 –1.7 12.5 –1.5 Henry Hudson Bridge –0.298 14.3 –4.3 12.5 –3.7 Marine Parkway-Gil Hodges Memorial Bridge –0.110 14.3 –1.6 12.5 –1.4 Cross Bay –0.149 14.3 –2.1 12.5 –1.9

Bridge and Tunnel Capacities

URS assessed the peak-hour capacity level of each facility at the mid-point of the bridge or tunnel, based on a highway-type capacity analysis. We recognize, however, that the TBTA bridges and tunnels have different physical and operational characteristics than do highways. Therefore, in our capacity assessment, we considered operational factors such as ramp approaches, vehicle merges, grades, sight lines, lane widths, lack of shoulders, and vehicle spac- ing and lane configuration at toll plazas, including E-ZPass lanes.

The local street system feeding the TBTA crossings also becomes constrained during peak periods, with unstable traffic flows occurring on congested roadways.

We also reviewed toll plaza operations with the electronic toll payment system. Charac- teristics of the E-ZPass system are discussed throughout this report. The acceleration of vehicle throughput for E-ZPass customers has mitigated congestion at the toll plazas. With E-ZPass use ranging from 65 percent to 69 percent during 2001 depending on the season, and the customer base increasing, efficient toll plaza operations are anticipated throughout the forecast period.

Additionally, we reviewed past annual traffic volumes at each facility for comparison with the current traffic levels. The last time URS conducted this review (in early 2001), the traffic volumes for the year 2000 were matched against the highest annual volumes recorded, by facility, going back to 1970. For this report, the 2001 volumes would have been selected for the comparison, had it not been for the distortions in traffic patterns due to September 11. Accord- ingly, URS chose to use the estimated 2002 volumes (developed in Table 11) for the comparison.

ATTACHMENT 6-32 Note, in Table 19, that four of the nine TBTA crossings are expected to carry their highest volumes in 2002, despite the aftermath of September 11, due, in part, to the improved traffic service brought about by E-ZPass. Other reasons for the good performance could be the restrictions placed on the City-owned East River bridges following September 11, and below normal snowfall levels during the first quarter of the year; and, as stated previously, the especially high volume at the Verrazano-Narrows Bridge reflects the continuing restrictions at the Holland Tunnel.

Table 19 Comparison of 2002 Estimated Traffic with Highest Recorded Levels Since 1970

Highest Volume 2002 Since 1970 2002 Percent of Volume Volume Highest Facility Year (000s) (000s)* Volume Throgs Neck Bridge 2002 39,828* 39,828 100% Bronx-Whitestone Bridge 2002 42,885* 42,885 100 Triborough Bridge 1988 64,215 62,317 97 Queens Midtown Tunnel 1971 28,742 26,236 91 Brooklyn-Battery Tunnel 1971 22,920 15,508 68 Verrazano-Narrows Bridge 2002 73,932* 73,932 100 Henry Hudson Bridge 2002 24,875* 24,875 100 Marine Parkway-Gil Hodges Mem. Br. 1971 9,150 7,592 83 Cross Bay Bridge 1972 7,562 7,113 94

* Estimated, from Table 11

While traffic volumes during peak hours may approach capacity and limit traffic growth during these hours, there is room for traffic growth during non-peak conditions through peak spreading. Traffic volumes can continue to grow, but growth would be at a slower pace.

TBTA and Regional Operational and Construction Impacts

Traffic volumes on TBTA facilities are influenced by construction and rehabilitation projects involving roadways and bridges in the New York City area. In addition to projects which are scheduled as part of long-term rehabilitation planning, any of the emergency measures that have been either implemented or proposed to address transportation deficiencies resulting from the events of September 11, 2001, and which are expected to remain in place beyond 2002, are discussed in this section.

ATTACHMENT 6-33 Major projects that result in long-term closures on the competing bridges may increase volumes on TBTA’s facilities. In particular, the rehabilitation of the Queensboro and Williamsburg bridges, completed this year, resulted in traffic diversions to the Queens Midtown Tunnel. Also, long-term lane closures on the roadway network serving the TBTA crossings may adversely affect TBTA traffic volumes or cause traffic to shift from the affected crossing to another TBTA facility. For example, when the approach ramps from the Cross Island Parkway to the Throgs Neck Bridge were rehabilitated in 1995, some traffic diverted from the Throgs Neck Bridge to the Bronx-Whitestone Bridge.

A number of roadway construction/rehabilitation projects, over the past few years, have influenced traffic volumes on TBTA facilities, and future construction will also affect traffic. The following descriptions also highlight area construction activities and measures introduced following September 11 that have influenced TBTA volumes and other planned and proposed projects that may affect traffic during the forecast period. Information on future construction activity was obtained from the New York State Department of Transportation, NYMTC, and the Port Authority of New York and New Jersey.

In general, the majority of construction activities programmed for the TBTA facilities themselves are scheduled to take place during off-peak hours, including nighttime lane closures in the tunnels. Therefore, they are expected to have no discernible effect on toll revenue. However, re-decking on the suspended span of the Triborough Bridge necessitates the full-time closure of one lane. Work began on July 9 and will continue for approximately 21 months. Due to available capacity in the lanes that will remain open, little adverse impact on revenue is anticipated. For the last few years, half of the Marine Parkway Bridge has been closed for re- construction. This work was completed in May 2002. Four lanes will be maintained in the peak hours, and three in the off-peak hours.

Operational Changes Resulting from September 11, 2001

Of all the measures introduced following the events of September 11, only the following three remain in place as of August 2002:

The SOV ban remains in place for crossings south of 14 Street, between the hours of 6:00 AM and 10:00 AM. For the purposes of our analysis, we have been instructed by the MTA to assume it will remain in place through the end of September 2003.
Brooklyn Ferry Service, which the New York City DOT implemented between Manhattan and Brooklyn on September 17, 2001, is funded at least until the end of 2002.

Without specific information from the Port Authority of New York and New Jersey, URS has assumed that the truck restrictions at the Holland Tunnel will be lifted by January 2004.

ATTACHMENT 6-34 Proposed Operational Changes

Following September 11, a comprehensive review by URS of all transportation services between Manhattan, the other boroughs and New Jersey has been undertaken on behalf of FEMA, and a number of changes to the existing transportation services are under consideration. Most of the proposals are for changes to the services between New Jersey and Manhattan and would not affect TBTA facilities, but the following changes are also being proposed to services across the East River, between Brooklyn, Queens and Manhattan and between Staten Island and Manhattan:

Staten Island to Downtown Ferry Service. This proposal would allow for the implemen- tation of a new private ferry service from Staten Island’s south shore to downtown Manhattan. The primary purpose of this proposed service is to provide an additional viable transportation service for Staten Island residents to access Manhattan. This service would focus on a different market from the existing service, serving residents who live in the central portion of the Island. If approved, all of the necessary improvements needed for the service could be in place in 9 to 12 months.

Ferry Service between Hunters Point (Queens West) and downtown. The idea is to pro- vide ferry landings or a series of ferry landings designed to provide relief from the increased congestion levels on each of the East River crossings. It would also facilitate travel “across” Manhattan to the Jersey City waterfront. Even if this proposal is adopted, the first year ridership is estimated at 700 riders a day, so the likely impact on the East River crossings would be minimal. This project would take six months to complete.

Water Taxi Landings throughout Downtown and Midtown Manhattan. This proposal is for the creation of a network of ferry landings connecting waterfront communities in Brooklyn, Queens and Manhattan via small, 24-knot, 75-passenger catamarans. The service would also provide a feeder and distribution service for the large-scale ferries cur- rently serving lower Manhattan. This project would take six months to complete.

Competing East River Crossings Construction

Queensboro Bridge – Since 1989, numerous rehabilitation projects have involved the upper or lower levels, or ramp approaches to the bridge. This work has now been com- pleted and the only closures that occur are for routine maintenance. Currently, the north outer roadway may be partially closed overnight from 7:00 PM to 7:00 AM, while still accommodating bicyclists and pedestrians. One lane may be closed on either the south upper or south inner lower roadway from 10:00 AM to 3:00 PM, Monday to Friday. The south outer roadway eastbound to Queens may be closed weeknights from 1:00 AM to 6:00 AM and Saturday from 1:00 AM to 7:00 AM.

It is not anticipated that any of these lane closures will result in significant traffic diver- sions to the Queens Midtown Tunnel and Triborough Bridge.

ATTACHMENT 6-35
Williamsburg Bridge – Between 1991 and 1995, the bridge cables were rehabilitated and the suspenders were replaced. The south roadways were rehabilitated between 1994 and 1998.

The reconstruction of the north roadways, which is a mirror image of the south roadways, started in April 1999 and is scheduled to be completed in December 2002. The replace- ment of the Marcy Avenue ramp connector has been added as a change order. The north outer roadway to Manhattan was reopened in December 2001, having been completed almost two months ahead of schedule. This opening is complemented by early reopening of the Marcy Avenue connector ramp from the Brooklyn-Queens Expressway to the Williamsburg Bridge. The north inner roadway was scheduled to remain closed until July 2002; however, it was reopened to traffic in June 2002. All of the bridge’s eight lanes have been restored, but two lanes are closed intermittently for continuing work; four lanes are maintained in the peak direction during each rush hour period as the reconstruction project continues. Manhattan-bound truck traffic is now allowed back on the bridge.

In 2001, the closures on this bridge were causing diversions of traffic to the Queens Midtown Tunnel. Some of this traffic will now return, but will be subject to the continuing SOV ban south of 14 Street until September 2003.

The Manhattan Bridge – From August 2001 to August 2002, one of the three lanes on the lower roadway has been closed for construction activity, and a second lane may be closed Monday to Friday from 10:00 AM to 3:00 PM. The south upper roadway operates week- nights from 9:00 PM to 5:00 AM with two lanes open inbound and three outbound. There are also some closings on the weekend. Currently, the reconstruction and repainting of the north spans of the bridge, is underway. Under the contract there are no roadway closures taking place at this point in time. The north upper roadway is currently scheduled for closure and reconstruction; completion and reopening is scheduled for July 2003.

The current lane closures probably do not result in any significant shift in traffic to the Brooklyn-Battery Tunnel; however, the closure of the north upper roadway in August could result in increased traffic at the Brooklyn-Battery Tunnel.

Brooklyn Bridge – The Brooklyn Bridge emergency design build deck replacement con- tract started in October 1998 and was completed on April 2000. Current closures are for routine maintenance work. As of March 2002, one of three Brooklyn-bound lanes may be closed between 10:00 AM and 3:00 PM and one lane Brooklyn-bound may be closed on Saturdays between 6:00 AM and 2:00 PM.

Major Roadway Construction

During the forecast period, several major roadway projects, which are part of NYMTC’s Transportation Improvement Program (TIP) for 2000-2004, will potentially have traffic implications for the TBTA facilities. The TIP includes the planned year of construction;

ATTACHMENT 6-36 however, it is not mandated that this schedule be adhered to. Some of these projects do not yet have lane closure plans, which will be developed in coordination with NYCDOT and local community boards. As a matter of policy, NYCDOT seeks to restrict lane closures to off-peak and nighttime hours. Roads programmed for construction include:

The Willis Avenue Bridge – Connecting the FDR Drive, Harlem River Drive, Major Deegan Expressway and Bruckner Expressway, this bridge will undergo major recon- struction during NYMTC’s current five-year TIP. Currently, one lane may be closed on weekdays from 10:00 AM to 3:00 PM, for painting operations; and at night (11:00 PM to 5:00 AM), one of two lanes from the First Avenue and FDR approaches may be closed for maintenance work. This work should have a positive impact on the Triborough Bridge.

Major Deegan Expressway – Multi-year rehabilitation of roadway structures from the Triborough Bridge to New York City line that is scheduled for completion in 2002. Current work on this project involves asphalt replacement, which will be undertaken at night. Between late March and the beginning of June, for part of the night one lane was closed, and for shorter periods two lanes were closed between the city line and the Triborough Bridge. Two of three lanes in each direction may continue to be closed on weeknights. This work may have some negative effects on Triborough Bridge traffic.

Cross Bronx Expressway – Work on milling and resurfacing all three lanes of the west- bound Cross Bronx Expressway between Castle Hill Avenue and Rosedale Avenue resumed in April 2002. As of mid-August, there are periodic single-lane closures on the following ramps to facilitate construction :

 Southbound Bruckner Expressway to westbound Cross Bronx Expressway;  Eastbound Cross Bronx Expressway from Havemeyer Avenue to northbound Bruckner Expressway;  Westbound Cross Bronx Expressway Extension from Hutchinson River Parkway to Bruckner Interchange; and  Northbound Hutchinson River Parkway to westbound Cross Bronx Expressway.

The entire program is scheduled for completion by June 2003. The impact of this work on the Throgs Neck and Bronx-Whitestone bridges traffic should be minimal.

Bruckner Expressway/Bronx River Parkway – Bronx River Parkway from Bruckner Expressway to Gun Hill Road: one lane in each direction may be closed at specific locations to accommodate shoulder activities during off peak hours on weekdays.

Gowanus Expressway – Several alternatives to rehabilitation are currently being reevalu- ated. All current closures are during off-peak hours for various maintenance operations. The final EIS is expected to be completed in 2004 and an executive decision made in 2005.

ATTACHMENT 6-37
Brooklyn-Queens Expressway (BQE) – Construction work on the “BQE Reconstruction Project “ began in March 2000 and is scheduled for completion in spring 2004. The vertical and horizontal realignment of the road and the deterioration of 16 bridges require reconstruction of not only the BQE overpasses, but also of the adjacent streets. The challenge lies in doing it while maintaining the existing number of lanes in the primary direction of traffic in peak hours. Stage II of the project involves:

 Complete realignment of railroad bridges;  Construct Triborough connector on mainline of BQE bridges/ramps; and  Construct bridges on eastern leg to Grand Central Parkway.

This work is mostly completed but some elements will continue until 2004. As of August 2002, one lane is periodically closed in each direction between Broadway and 25 Avenue during off-peak periods of the day and at night and during the day on Sunday. Between Broadway and 61 Street, one of three lanes in each direction is closed periodically during off-peak periods during the day on weekdays and weekends. Stage III, which is also underway, involves the construction of bridges on the Grand Central Parkway connector and constructing the middle and eastern portion on BQE mainline bridges and ramps. One of two westbound lanes will be closed between 10:00 AM and 3:00 PM for three years. This work is not expected to have a significant impact on bridge traffic.

Long Island Expressway (LIE) – Reconstruction work is being undertaken to repair and improve structural, operational and safety deficiencies of the roadway and varying tempo- rary lane geometry. The work primarily involves single-lane closures during off-peak periods. The entire project is scheduled to be completed in 2003. This may have a nega- tive effect on Queens Midtown Tunnel traffic.

Queens Boulevard – Reconstruction of the Queens Boulevard and Honeywell Street bridges over the Long Island Rail Road’s Sunnyside Yard began in April 2001 and is scheduled for completion in the fall of 2002. Besides connecting Sunnyside and Long Island City in Queens, the Queens Boulevard Bridge is a vital link between western Queens and Manhattan via the Queensboro Bridge. Stage II of construction, involving the removal of half the roadway deck, is currently underway. Traffic was moved from the existing portion of the bridge to the newly constructed portion in December 2001. The bridge remains open in the Manhattan-bound direction at all times while Queens-bound traffic is diverted. The number of travel lanes is reduced from three to two. This work has a positive impact on the volume of traffic using the Queens Midtown Tunnel, which offsets the LIE construction impacts.

The Honeywell Street Bridge over the Long Island Rail Road’s Sunnyside Yard does not form a critical connection like the Queens Boulevard Bridge. Its complete closure between August 2001 and October 2002 does not have significant repercussions for river crossing traffic.

ATTACHMENT 6-38
Throgs Neck Bridge/Expressway approach in the Bronx – Rehabilitation of the south- bound structure over the Cross Bronx Expressway, began early in the year and continued through July 2001, resulting in a one-lane closure throughout the project period. This work is now completed and work has begun on the Bruckner Expressway reconstruction between the Throgs Neck Expressway and Pelham Parkway. This project is scheduled for completion in 2005 and involves the closure of one of three lanes between 7:00 AM and 3:00 PM on weekdays. This work is not expected to have a significant impact on bridge traffic.

Henry Hudson Parkway – Two-year (2000-2002) safety improvement project, including roadway resurfacing. Construction is currently resulting in the following traffic pattern changes:

 At West 160 Street to West 180 Street, one lane may be closed periodically north- bound and southbound during off-peak daytime periods during the week and weekends.  West 139 Street in vicinity of Dyckman Street, one lane may be closed during off- peak daytime periods during the week.  One lane of the bridge is closed northbound during the morning and southbound in the afternoon during the week.

This work has had very little effect on Henry Hudson Bridge traffic.

FDR Drive – NYSDOT has programmed and will design or implement rehabilitation projects from East 28 to East 38 Street and from East 56 Street north to the Triborough Bridge. Work on the upper segment may have a negative effect on Triborough Bridge Traffic. On the upper segment, aside from work on a pedestrian bridge at East 78 Street, which will close one of three lanes in each direction late at night, there is no indication of any other rehabilitation work going on that this time.

Harlem River Drive – NYSDOT is reconstructing the Harlem River Drive viaduct from East 127 Street to Dyckman Street as well as other spot ramp and geometric improve- ments on other sections of the Drive. During 2002, one lane may be closed southbound and northbound during off-peak time periods in the vicinity of West 178 Street for bridge construction work. Further south, under the Macombs Dam Bridge, one of three lanes northbound and southbound may be closed weekdays during off-peak periods. This may have a negative effect on Triborough Bridge traffic.

Belt Parkway – Four waterway bridges were identified (as of April 2000) in NYMTC’s Transportation Improvement Program as in need of rehabilitation: Mill Basin (2001), Fresh Creek (2001), Gerritsen Inlet (2002) and Paerdegat Basin (2003). Work on these bridges has been postponed since the Ocean Parkway/Belt Parkway interchange was identified as a priority. Design work on this interchange is underway and construction is scheduled for 2004.

ATTACHMENT 6-39
The modernization and expansion of the Goethals Bridge, which is a Port Authority of New York and New Jersey facility, is currently on hold due to a lack of funding for the project.

Other Considerations

Other considerations in the development of traffic and revenue forecasts for the TBTA facilities include the potential impacts of transit improvements and Clean Air regulations in the Metropolitan Area.

 Impact of Transit Improvements. There are no transit improvements that are expected to affect significantly TBTA traffic levels during the forecast period through the year 2010. This is reinforced, for example, by the last major transit improvement on Long Island that might have affected TBTA traffic levels when it was completed in 1988: the extension of electrification on The Long Island Rail Road’s (LIRR) Ronkonkoma branch. There was no noticeable impact.

Similarly, no impact is expected from the two major transit improvements, one of which was recently completed and the other is presently under construction. The subway con- nection between the 63 Street tunnel and Northern Boulevard, via the F line was com- pleted in November 2001, and the new V train service started in December 2001. These new services increase weekday service by 20 percent, or from 41 to 50 trains an hour during the morning rush hour. The second project is the JFK Airtrain connections to the subway line at Howard Beach and the LIRR and subway at Jamaica, planned for comple- tion early in 2003. The guideway along the median of the Van Wyck Expressway to Jamaica was completed in August 2001, ahead of schedule, and work, now underway at the LIRR Jamaica station, is 25 percent complete.

The 1/9 subway tunnel between Chambers Street and South Ferry that was closed due to the World Trade Center collapse is scheduled to reopen by the end of 2002. No TBTA bridge and tunnel impacts are anticipated.

Other longer-range transit improvements in various stages of planning that might affect TBTA traffic levels beyond the forecast period include the Eastside Access project to bring LIRR trains into Grand Central Terminal, which LIRR anticipates will result in shifts from other modes, including TBTA facilities. Other long-range projects are the lower Manhattan-Brooklyn improvements to the existing subway tunnels (signalization, etc.), Metro-North Hudson line access to Penn Station (via Amtrak’s west side trackage), LaGuardia Airport subway access, and a Second Avenue subway.

 Clean Air Regulations. In response to Section 182(d)(1)(B) of the Clean Air Act, the State of New York imposes voluntary regulations aimed at increasing the average vehicle occupancy of work-related trips. Known as the Employee Commute Options (ECO) pro- gram, the plan encourages employers of 100 or more persons in the severe ozone non- attainment areas to submit a compliance plan that is aimed, through ride sharing, at

ATTACHMENT 6-40 reducing the number of employees that commute to work alone by automobile. Included in New York State’s severe ozone non-attainment areas are all five boroughs of New York City, and the counties of Nassau, Suffolk, Rockland, Westchester, and portions of Orange. Similar programs are currently in place for severe non-attainment areas in New Jersey, Connecticut and Pennsylvania. Since URS’ traffic estimates are derived from 2001 and 2002 year levels that already take into account any impacts the ECO program may have, no further adjustments are necessary to reflect any negative effects this might have on TBTA revenues.

Summary of Assumptions and Conditions

TBTA traffic, revenues and expenses have been projected by URS on the basis of the historical record of traffic, revenues and expenses, the capacities of the TBTA facilities, traffic growth forecasts, the estimated traffic elasticity due to toll variations and the following assump- tions and conditions, which we believe are reasonable.

 All TBTA facilities will be operated efficiently and maintained in good physical condi- tion in order to attract customers and to sustain traffic demand levels.

 The TBTA adopted capital program for 2000-2004 will be implemented as planned throughout the forecast period. Future capital programs sufficient to maintain the struc- tural integrity of bridges and tunnels will be adopted and implemented throughout the forecast period.

 The SOV restriction at the Brooklyn-Battery Tunnel will be lifted in September 2003.

 The heavy commercial vehicle ban at the Holland Tunnel will be lifted by January 2004.

 For the scenario with periodic toll increases, toll rate increases will be implemented in accordance with the schedule contained in this report.

 Elasticity factors, prepared by URS based on previous toll increases, are valid in their application to future toll rate increases to estimate future traffic and toll revenue.

 Electronic toll payment by E-ZPass will continue to be available on all TBTA crossings, and the payment of revenue in full to TBTA will continue to be in accordance with inter- agency agreements.

 Capacity constraints in the arterial highway network will continue to limit traffic growth on the nine TBTA crossings.

 Highway/crossing improvements, in general, for the competing bridges and roadway net- work will be made in accordance with the plans and schedules described herein.

ATTACHMENT 6-41  Major TBTA roadway and structural improvements will continue to be performed during nighttime and non-peak hours, and/or in the off-peak direction, and approaches to the nine TBTA crossings will not be significantly impaired by construction work beyond the items discussed in this report.

 The forecasts are based on the assumption that E-ZPass usage will level off at 70 percent. While usage at a higher level would improve toll plaza operating conditions, it would also result in lower average tolls and, therefore, could reduce the level of increase in gross toll revenues. Growth in traffic volumes would be limited without E-ZPass at toll plazas.

 Competing East River crossings will continue to operate toll-free and to be maintained in efficient operating condition.

 The trends in regional employment and population, forecast by the New York Metro- politan Transportation Council, the New York City OMB and the Office of the Comptroller, and presented in this report, will be realized in the Tri-State area and in New York City.

 Should fuel shortages occur, they will be limited in duration, and motor fuel prices (i.e., the average price for regular gasoline) in the foreseeable future will not increase above the 1980 peak, which, if adjusted for inflation, in current dollars would not be more than $2.50 per gallon.

 Public transportation systems will not undergo any major construction programs nor schedule changes that would materially alter regional commuter patterns and result in significant traffic diversions from TBTA facilities.

 Current toll discount programs remain in effect at current projected levels, including the $0.50 discount for E-ZPass auto customers and the Staten Island residents’ discount pro- gram for the Verrazano-Narrows Bridge.

 The effects of the toll-rebate program, implemented in January 1998, for the benefit of E-ZPass customers who are residents of Broad Channel and Rockaway peninsula travel- ing on the Cross Bay Bridge, are fully reflected in the results since 1998 and, therefore, no further impact will occur.

 No other toll discount programs will be introduced that would adversely affect the TBTA toll facilities' revenue stream.

 No natural disaster, or local, state or national emergency, over and above the September 11 terrorist attacks, will occur that would alter travel patterns and divert traffic from the TBTA facilities.

ATTACHMENT 6-42 While the projections are made and presented year-by-year by URS, they are intended to show trends on the basis of its analysis of historical data and the assumptions and conditions set forth above. Variations in the year-to-year forecasted results may occur and such variations may be significant.

PROJECTED TRAFFIC, REVENUES AND EXPENSES

Future traffic and toll revenues are estimated for the 11-year (2002-2012) forecast period for each TBTA facility based on historical trends in traffic and revenue, the impacts of September 11, elasticity factors for future toll increases, toll collection operations, capacities of the nine crossings, facility maintenance, E-ZPass participation levels, externalities such as area roadway improvement plans and regional demographic projections, and the assumptions and conditions summarized previously. Changes in these factors, which may potentially affect future traffic and toll revenue, are detailed throughout this report.

Trends in operating expenses for the toll facilities, TBTA’s 2002 budget estimate, and growth estimates based on the current CPI-U for OTPS and salary and wage increases, and the CPI-Medical Care Component used for fringe benefit cost escalation, are input to the future operating expense forecast. Future operating expense estimates are used to develop net revenue projections over the forecast period.

Traffic and toll revenues were first projected on the basis that the current tolls will be continued throughout the forecast period. Then, using these estimates as a base, URS applied the elasticity impact factors listed in Table 17 and adjusted the average tolls to develop the forecast with periodic toll increases.

Traffic and Toll Revenue at Current Tolls

The methodology employed by URS to forecast traffic was based on the development of an annual growth rate for each facility (based on the historical traffic trends), modified by the residual impact of September 11, the construction activities (historical and projected) throughout the highway network (bridges, tunnels and arterials) and the traffic capacity constraints in the network. Regional demographic projections were also taken into consideration.

All indicators point to the potential for traffic increases in the future at modest rates of growth. URS estimates that traffic on the Throgs Neck, Verrazano-Narrows, Bronx-Whitestone, Henry Hudson and Triborough bridges will increase primarily during the off-peak period, since these bridges have exceeded or are expected to exceed their capacity levels with respect to the highest recorded levels achieved since 1970 (from Table 19) during the forecast period. Capacity constraints in the highway network are contributing factors. The technique used in the forecast was to reduce the potential growth rates by 50 percent to reflect lower overall growth once the capacity level is reached in the peak period. This approach produces conservative forecasts inasmuch as the introduction of E-ZPass has provided some additional capacity at the toll plazas.

ATTACHMENT 6-43 For the other facilities, the use of the selected growth rates will result in volume increases during the forecast period that will remain below the previous highest levels achieved.

On this basis, starting with the 2002 estimated traffic by facility from Table 11 (that now reflects the impact of September 11 and the impact of the use of E-ZPass on TBTA facilities as well as the traffic constraints in the highway network), URS projected the traffic by facility in Table 20, and calculated the corresponding toll revenue based on the 2002 average tolls by facility (also from Table 11).

General traffic growth in the range of 0.55 to 1.7 percent annually is estimated in the forecast period. This growth is based on the actual growth in traffic on each facility during the last 10 years, after the impact of toll increases was taken into account, and a review of actual and forecast population and employment growth in the region in the post-September 11 period. Since the actual population growth during the last 10 years exceeded NYMTC’s estimated growth during the period and its population forecast for 2010, greater weight was given to the historical trends in developing the forecasts as well as the use of the recent employment forecasts devel- oped by the New York City OMB in the post-September 11 period. The irregularities in the forecast are the result of the construction, capacity and E-ZPass participation factors described herein:

1. For the Queens Midtown Tunnel, the growth rates in 2002 reflect the continuing recovery from September 11, and attainment of year 2000 traffic levels in 2003.

2. Traffic at the Brooklyn-Battery Tunnel reflects the continuation of the SOV ban through September 2003 and the continued weakness of the employment in lower Manhattan. Traffic is assumed to regain year 2000 levels in 2005, based on the forecasts of employ- ment growth discussed in the earlier sections of the report.

3. For the Throgs Neck Bridge, Bronx-Whitestone Bridge, Verrazano-Narrows Bridge, Henry Hudson and Triborough Bridge, the growth rates for traffic are reduced by 50 percent to reflect capacity conditions.

4. Verrazano-Narrows Bridge traffic increased by approximately 3 percent above its normal trend in 2001 following the imposition of truck restrictions at the Holland Tunnel. It is assumed that these restrictions will remain in place until January 2004, after which the extra traffic will divert back to the Holland Tunnel.

5. Construction on the main span of the Triborough Bridge reduced capacity and transactions starting in April 2002 traffic. These restrictions are assumed to remain in place until construction is completed in April 2004.

The maintenance work on of the Gowanus Expressway, started during 2000, did not have an effect on traffic growth in the Brooklyn-Battery Tunnel and on the Verrazano-Narrows Bridge; therefore, there are no additional impacts estimated during the time period included in these forecasts. Also, in 2003, Throgs Neck Bridge and Bronx-Whitestone Bridge traffic have

ATTACHMENT 6-44 been redistributed to reflect a return to the historical distribution of traffic on these two bridges after the completion of the current construction projects on the Cross Bronx Expressway.

Traffic and Toll Revenue with Periodic Toll Increases

As mentioned previously, the traffic forecast with periodic toll increases was built upon the base (current tolls) forecast (from Table 20), to which the elasticity impacts (from Table 18) were applied. URS then applied the appropriate increased average tolls (the 2002 averages from Table 11 increased by the percentages in Table 18) in the years 2004 and 2008 (effective January 1) to calculate the corresponding toll revenues in the respective years. URS made adjustments to the growth rates to reflect the available capacity due to traffic reductions resulting from the impacts of toll rate increases. The traffic and revenue forecasts with periodic toll increases are listed in Table 21.

ATTACHMENT 6-45 Table 20 Traffic and Toll Revenue Forecast Constant Tolls

Marine Throgs Bronx- Tri- Queens Brooklyn- Verrazano Henry Parkway-Gil Years Cross Bay Total Neck(b) Whitestone(b) borough(b)(c) Midtown(d) Battery(d) Narrows(b)(e) Hudson(b) Hodges Memorial Annual Traffic (000s) 2002(a) 39,828 42,885 62,317 26,236 15,508 73,932 24,875 7,592 7,113 300,286 2003 40,048 43,121 62,558 26,559 19,103 74,560 25,223 7,721 7,234 306,127 2004 40,268 43,358 64,708 26,772 20,230 72,938 25,576 7,852 7,357 309,059 2005 40,490 43,596 65,064 26,986 21,288 74,177 25,934 7,986 7,482 313,003 2006 40,712 43,836 65,421 27,202 21,458 74,808 26,297 8,122 7,609 315,466 2007 40,936 44,077 65,781 27,419 21,630 75,444 26,666 8,260 7,739 317,952 2008 41,161 44,320 66,143 27,639 21,803 76,085 27,039 8,400 7,870 320,460 2009 41,388 44,563 66,507 27,860 21,977 76,732 27,417 8,543 8,004 322,992 2010 41,615 44,809 66,873 28,083 22,153 77,384 27,801 8,688 8,140 325,546 2011 41,844 45,055 67,240 28,307 22,330 78,042 28,190 8,836 8,279 328,124 2012 42,074 45,303 67,610 28,534 22,509 78,705 28,585 8,986 8,419 330,726

ATTACHMENT 6-46 Traffic Growth (Percent) 2002-2003 0.55% 0.55% 0.39% 1.23% 23.19% 0.85% 1.77% 1.70% 1.70% 2003-2004 0.55 0.55 3.44 0.80 5.90 –2.18 1.40 1.70 1.70 2004-2005 0.55 0.55 0.55 0.80 5.23 1.70 1.40 1.70 1.70 2005-2006 0.55 0.55 0.55 0.80 0.80 0.85 1.40 1.70 1.70 2006-2007 0.55 0.55 0.55 0.80 0.80 0.85 1.40 1.70 1.70 2007-2008 0.55 0.55 0.55 0.80 0.80 0.85 1.40 1.70 1.70 2008-2009 0.55 0.55 0.55 0.80 0.80 0.85 1.40 1.70 1.70 2009-2010 0.55 0.55 0.55 0.80 0.85 0.85 1.40 1.70 1.70 2010-2011 0.55 0.55 0.55 0.80 0.80 0.85 1.40 1.70 1.70 2011-2012 0.55 0.55 0.55 0.80 0.80 0.85 1.40 1.70 1.70 Average Toll 2002 $4.01 $3.64 $3.43 $3.31 $3.16 $2.95 $1.37 $1.15 $1.21 $3.11 Toll Revenues (000s) 2002(a) $159,712 $156,100 $213,747 $ 86,841 $49,004 $218,098 $34,079 $ 8,731 $ 8,607 $ 934,919 2003 160,592 156,959 214,573 87,911 60,367 219,951 34,556 8,879 8,753 952,541 2004 161,475 157,823 221,947 88,615 63,928 215,166 35,039 9,030 8,902 961,925 2005 162,363 158,691 223,168 89,323 67,270 218,824 35,530 9,184 9,054 973,406 2006 163,256 159,564 224,395 90,038 67,808 220,684 36,027 9,340 9,207 980,320 2007 164,154 160,441 225,629 90,758 68,351 222,559 36,532 9,499 9,364 987,288 2008 165,057 166,324 226,870 91,484 68,898 224,451 37,043 9,660 9,523 994,311 2009 165,965 162,211 228,118 92,216 69,449 226,359 37,562 9,824 9,685 1,001,389 2010 166,878 163,103 229,373 92,954 70,004 228,283 38,088 9,991 9,850 1,008,524 2011 167,795 164,000 230,634 93,698 70,564 230,223 38,621 10,161 10,017 1,015,715 2012 168,718 164,902 231,903 94,447 71,129 232,180 39,162 10,334 10,187 1,022,963 Notes: (a) From Table 11, based on estimates for 2002. (b) Growth rates reduced by 50 percent based on assumption that the capacity level has been reached in the peak period. (c) Traffic reduced to reflect construction impact between April 2002 and April 2004. (d) Growth of traffic reflects return after September 11, 2002. (e) Truck restrictions at Holland Tunnel, assumed to be removed January 2004, increasing traffic on Verrazano-Narrows Bridge. Table 21 Traffic and Toll Revenue Forecast Periodic Toll Increases

Marine Throgs Bronx- Queens Brooklyn- Verrazano Henry Parkway-Gil Years Triborough Cross Bay Total Neck Whitestone Midtown Battery Narrows Hudson Hodges Memorial Traffic Change (from Table 20) due to Toll Elasticity 2002-2003 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.9% 0.0% — 2004-2007 –1.2 –1.2 –2.8 –3.0 –5.6 –1.7 –4.3 –1.6 –2.2 — 2008-2010(a) –1.1 –1.1 –2.4 –2.6 –4.8 –1.5 –3.7 –1.4 –1.9 — Annual Traffic (000s) 2002 39,828 42,885 62,317 26,236 15,508 73,932 24,875 7,592 7,113 300,286 2003 40,048 43,121 62,558 26,559 19,103 74,560 25,223 7,721 7,234 306,127 2004 39,785 42,838 62,898 25,969 19,098 71,698 24,477 7,727 7,195 301,683 2005 40,004 43,073 63,244 26,176 20,096 72,916 24,819 7,858 7,318 305,504

ATTACHMENT 6-47 2006 40,224 43,310 63,592 26,386 20,257 73,536 25,167 7,992 7,442 307,905 2007 40,445 43,548 63,941 26,597 20,419 74,161 25,519 8,128 7,569 310,327 2008 40,220 43,306 62,750 26,113 19,594 73,670 24,919 8,150 7,551 306,273 2009 40,441 43,544 63,095 26,321 19,751 74,296 25,268 8,289 7,679 308,685 2010 40,664 43,784 63,442 26,532 19,909 74,928 25,622 8,429 7,810 311,119 2011 40,887 44,025 63,791 26,744 20,068 75,564 25,980 8,573 7,943 313,576 2012 41,112 44,267 64,142 26,958 20,229 76,207 26,344 8,719 8,078 316,055 Average Toll 2002-2003 $4.01 $3.64 $3.43 $3.31 $3.16 $2.95 $1.37 $1.15 $1.21 2004-2007 4.58 4.16 3.92 3.78 3.61 3.37 1.57 1.31 1.38 2008-2012 5.16 4.68 4.41 4.26 4.06 3.79 1.76 1.48 1.56 Toll Revenues (000s) 2002 $159,712 $156,100 $213,747 $ 86,841 $49,004 $218,098 $34,079 $ 8,731 $ 8,607 $ 934,919 2003 160,592 156,959 214,573 87,911 60,367 219,951 34,556 8,879 8,753 952,541 2004 182,351 178,227 246,591 98,248 68,978 241,754 38,328 10,156 8,706 1,073,339 2005 183,354 179,207 247,947 99,034 72,584 245,863 38,865 10,329 10,121 1,087,303 2006 184,363 180,193 249,311 99,826 73,165 247,953 39,409 10,505 10,293 1,095,016 2007 185,377 181,184 250,682 100,625 73,750 250,061 39,961 10,683 10,468 1,102,789 2008 207,389 202,698 276,762 111,142 79,618 279,454 43,898 12,052 11,749 1,224,762 2009 208,530 203,813 278,285 112,031 80,255 281,829 44,513 12,257 11,948 1,233,460 2010 209,677 204,934 279,815 112,927 80,897 284,225 45,136 12,465 12,151 1,242,227 2011 210,830 206,061 281,354 113,830 81,544 286,641 45,768 12,677 12,358 1,251,064 2012 211,989 207,195 282,902 114,741 82,197 289,077 46,409 12,893 12,568 1,259,970

Notes: (a) Compounded impact of the two toll increases in 2004 and 2008. Operating Expenses

The projection of operating expenses is shown in Table 22. Total operating expenses, consisting of personnel and OTPS (other than personnel services), are estimated to increase from $291.2 million in 2002 to $381.1 million in 2012. Personnel expenses consist of wages, salaries, overtime and fringe benefits. OTPS includes items such as maintenance, supplies, utilities and other expenses.

The operating expense projections for the year 2002 were based on TBTA estimates. For the remainder of the forecast period (2003-2012), URS estimated operating expenses based on the current Consumer Price Index (CPI) (All Urban Consumers for the US City average) of 2.8 percent per annum for all costs except fringe benefits; fringe benefits costs were assumed to increase at the same rate as the medical component of the CPI (medical CPI-U) of 4.4 percent per annum, as directed by TBTA. Also included in the projections are the additional security measures that are being gradually introduced during 2002.

In addition, TBTA will replace the outstanding E-ZPass tags that are approaching the end of their useful life over the three-year period, 2002-2004. The estimated total cost is $60.3 million, spread over the three-year period, with annual costs of $17.2 in 2002, $30.8 in 2003 and $12.3 in 2004. These costs have been included in the OTPS expenses for the appropriate years.

URS does not project any variation in operating expenses resulting from the reduced traf- fic levels brought about by periodic toll increases.

Table 22 Projected Operating Expenses (000s)

Year Personnel(a) OTPS(b) Total 2002 $129,654 161,544 291,198 2003(c) 133,760 179,186 312,946 2004(c) 138,002 164,840 302,842 2005(c) 142,385 167,882 310,267 2006(c) 146,913 172,582 319,495 2007(c) 151,592 177,415 329,007 2008(c) 156,426 182,383 338,809 2009(c) 161,422 187,489 348,911 2010(c) 166,585 192,739 359,324 2011(c) 171,921 198,135 370,056 2012(c) 177,436 203,683 381,119

Notes: (a) Includes wages, salaries, fringe benefits and overtime, net of capital reimbursements. (b) Represents Other Than Personnel Services and includes the following categories: maintenance and supplies, outside technical and maintenance services, insurance, power, and other expenses. (c) Based on current CIP-U (all items) and CPI-U (Medical).

ATTACHMENT 6-48 Net Revenues from Toll Operations

Finally, the projected operating expenses were deducted from the respective toll revenue forecasts to produce the two sets of estimated net revenues, one at constant tolls and the other with periodic toll increases, as shown in Table 23. For 2002, net toll revenue under either sce- nario is estimated at $644 million. In year 2012, net toll revenue at constant tolls is estimated to be $642 million and, with periodic toll increases, net toll revenue is estimated to be $879 million.

Table 23 Net Toll Revenue Forecast (000s)

Gross Toll Revenue Net Toll Revenue Constant Periodic Operating Constant Periodic Year Tolls Toll Incr. Expenses Tolls Toll Incr. 2002 $ 934,919 $ 934,919 291,198 $643,721 $643,721 2003 952,541 952,541 312,946 639,595 639,595 2004 961,925 1,073,339 302,842 659,083 770,497 2005 973,406 1,087,303 310,267 663,139 777,036 2006 980,320 1,095,016 319,495 660,825 775,521 2007 987,288 1,102,789 329,007 658,281 773,782 2008 994,311 1,224,762 338,809 655,502 885,953 2009 1,001,389 1,233,460 348,911 652,478 884,549 2010 1,008,524 1,242,227 359,324 649,200 882,903 2011 1,015,715 1,251,064 370,056 645,659 881,008 2012 1,022,963 1,259,970 381,119 641,844 878,851

Note: May not add due to rounding.

It is our opinion that the revenue and expense projections are reasonable and that they have been prepared in accordance with accepted practice for investment-grade studies. However, given the uncertainties within the current international and economic climate, it is important to note the following limitations:

1. This report presents the results of our consideration of the information available to us as of the date hereof and the application of our experience and professional judgment to that information. It is not a guarantee of any future events or trends.

2. The traffic, revenue and expense forecasts will be subject to future economic and social conditions and demographic developments that cannot be predicted with certainty.

3. The projections contained in this report, while presented with numerical specificity, are based on a number of estimates and assumptions which, though considered reasonable to us, are inherently subject to significant economic and competitive uncertainties and con-

ATTACHMENT 6-49 tingencies, many of which will be beyond our control and that of TBTA. In many instances, a broad range of alternative assumptions could be considered reasonable. Changes in the assumptions used could result in material differences in projected outcomes.

4. If, for any reason, any of these conditions should change due to changes in the economy or competitive environment, or other factors, URS’ opinions or estimates may require amendment or further adjustments.

REVIEW OF PHYSICAL CONDITION

The facilities under TBTA’s jurisdiction include two tunnels and seven bridges listed in Table 24, together with Randall’s Island Facilities and a parking garage in Manhattan near the Brooklyn-Battery Tunnel. Some of these crossings have been in service since the 1930s, i.e., the Triborough, Henry Hudson, Marine Parkway-Gil Hodges Memorial and Bronx-Whitestone bridges. The Queens Midtown Tunnel opened to traffic in 1940, and the Brooklyn-Battery Tunnel in 1950. Two bridges opened to traffic in the 1960s: the Throgs Neck in 1961 and the Verrazano-Narrows in 1964 (lower level in 1969). The present Cross Bay Bridge opened to traf- fic in 1970. The aging of the TBTA facilities will influence the overall upkeep and capital improvements that will be necessary to maintain the infrastructure over the forecast period and beyond.

Table 24 Opening Dates of TBTA Facilities

Years Facility Open to Traffic in Use Triborough Bridge 1936 66 Bronx-Whitestone Bridge 1939 63 Throgs Neck Bridge 1961 41 Henry Hudson Bridge 1936 66 Queens Midtown Tunnel 1940 62 Brooklyn-Battery Tunnel 1950 52 Verrazano-Narrows Bridge 1964(a) 38 Cross Bay Bridge 1970(b) 32 Marine Parkway-Gil Hodges Memorial Br. 1937 65

Notes: (a) Lower level opened in 1969. (b) The present structure replaced the previous structure that had been in service since 1939.

Periodic contact with TBTA personnel is maintained by URS to monitor and review material, as it becomes available, pertaining to the physical condition of their seven bridges and two tunnels. This review material includes pertinent sections and updates of the following:

Biennial Bridge Inspection Report,
Scheduled Tunnel Inspection Report,

ATTACHMENT 6-50
Interim Inspection Report,
TBTA’s 2000-2004 Capital Program,
Current Quality Assurance Plan, and
TBTA’s Routine and Major Maintenance Program.

The review by URS of the pertinent material consists of the following subtasks:

Comparison of Conclusions and Recommendations sections of the current inspection reports with the previous inspection reports to note significant changes in observed dete- rioration, if any;
Review of the 2000-2004 Capital Program to verify that the repairs recommended by the latest inspection reports are being addressed; and
Review of TBTA’s Routine Maintenance Program to verify that the maintenance-related recommendations of the current inspection reports are being addressed.

Review of Inspection Reports

TBTA’s seven bridges and two tunnel facilities undergo periodic, comprehensive condi- tion inspections. The tunnel inspection frequency is generally every ten years, whereas the bridges are inspected every two years. The TBTA’s bridges were last inspected and their physi- cal condition appraised in 2000/2001 by various consultants, under the New York State Biennial Bridge Inspection Program. New cycles of NYSDOT Biennial Bridge Inspection are currently underway. In addition, separate underwater and substructure inspections were performed in accordance with the five-year cycles of NYSDOT to obtain riverbed contours and to assess potential scour conditions at the substructure.

The most recent comprehensive condition inspection of TBTA’s tunnels was performed in 1990. The Brooklyn-Battery Tunnel is currently undergoing an inspection. The Queens Mid- town Tunnel is not currently scheduled for a comprehensive inspection, as current construction has addressed the critical needs of the structure at this time. Unlike bridges, federal and state mandated inspection cycles are not specified for tunnels; however, ongoing tunnel rehabilitation projects create ideal access conditions for the monitoring of these structures. As contract work progresses, construction inspection of the work and adjacent areas allows new areas of deterio- ration to be identified and addressed as part of the ongoing contract. TBTA has performed an assessment of the vulnerability of its tunnels to a major fire, such as the recent one in Mont Blanc, France. Results of this assessment include significant differences between the TBTA’s tunnels and Mont Blanc Tunnel. These include the fact that TBTA’s tunnels have two tubes each, with cross passages to allow motorists access to the opposite tube. In addition, TBTA’s tunnels provide much better ventilation, a wet fire standpipe system, patrols several times an hour, 24-hour closed-circuit TV system monitoring and a superior communication system for emergencies.

These foregoing inspections, performed by the inspection consultants, consisted of visual examination, sounding and chipping concrete, scraping and cleaning steel, and taking appropriate measurements to determine the physical conditions of the bridges and tunnels.

ATTACHMENT 6-51 The inspection consultants also prioritized the necessary repairs and provided the TBTA with cost estimates. The results of these facility inspections and appraisals form the basis for much of the rehabilitation and improvement projects to be funded under the 2000-2004 TBTA Capital Program.

The consulting engineering firms who performed the 2000 and 2001 biennial and interim bridge inspections and those who performed or are performing the 1990 or 2001 tunnel inspec- tions for each facility were/are:

Facility Consulting Firm Triborough Bridge Baker Engineering (2000) Throgs Neck Bridge Charles H. Sells, Inc. (2001) Bronx-Whitestone Bridge Lichtenstein Engineering Associates, P.C. (2001) Henry Hudson Bridge Ammann & Whitney (2001) Queens Midtown Tunnel Ammann & Whitney (2001) (facilities) Sverdrup Corp. (1990) (tunnel) Brooklyn-Battery Tunnel Parsons Brinckerhoff (2001) Verrazano-Narrows Bridge Charles H. Sells, Inc. (2000) Ammann & Whitney (2000) Marine Parkway-Gil Hodges Mem. Br. HNTB Engineering & Architecture, P.C. (2001) Cross Bay Bridge HNTB Engineering & Architecture, P.C. (2001)

These firms are well known in the field of structural inspection and appraisal. Copies of pertinent sections of the final inspection reports for the various facilities were requested and made available by TBTA.

Funds programmed for TBTA’s 2000-2004 Capital Program total $1.0 billion dollars. The plan breaks this amount into specific projects by facility as well as agency-wide projects. Comparisons between the Capital Program projects and total repair item lists for each facility, as prepared by inspection consultants, confirm that the Capital Program gives high priority to key rehabilitation projects. Conclusions, recommendations and cost estimates for each facility can be found in the latest biennial bridge and tunnel inspection reports. By prioritizing necessary facility rehabilitation projects, TBTA addresses all high priority recommendations in the 2000- 2004 Capital Program that had not been addressed as part of the 1995-1999 Capital Program. Lower priority recommendations will be addressed by the next Capital Program.

Current major rehabilitation projects (and designs) addressing the recommendations of the latest inspection consultants’ reports include:

Triborough Bridge - The electrical, mechanical and deck rehabilitation of the Bronx truss is nearing completion. The rehabilitation of the Bronx approach is approximately three-quarters complete and the reconstruction of the cellular concrete junction structure is (approximately) at the halfway point. The design phase of the contract for the deck replacement for the Manhattan toll plaza and ramps is underway with construction anticipated for the next capital program. At

ATTACHMENT 6-52 the East River suspended span the replacement of the suspender ropes is complete. The deck replacement at the suspended span and the Queens viaduct is underway and is approximately 25 percent complete. Design of the Ward’s Island and Randall’s Island viaducts is complete, with construction expected to start in the next capital improvement cycle. The mechanical work asso- ciated with the Harlem River and Manhattan lift span is complete and deck replacement is ongoing. Projects completed within recent years include: main cable rewrapping and anchorage rehabilitation, bridge deck rehabilitation at the Queens approach, Harlem River Lift Span mechanical/electrical rehabilitation, a new east ramp auto shop, toll plaza canopy roof improve- ments, and sidewalk replacement; an electrical upgrade of the facility; prototype deck panel testing and installation and numerous repair projects such as repair of the bridge deck joint drains, cracked deck, piers, superstructure, and substructure.

Bronx-Whitestone Bridge - Oiling of the cable strands in the anchorages is complete for this maintenance cycle. Portions of the recommendations from recently completed studies which investigated deck replacement with a lightweight deck and improving the aerodynamic and seismic performance of the bridge are being incorporated with various structural repairs in TBTA’s maintenance and capital programs. The following describes these programs and their status. The design of the lightweight windfaring to replace the stiffening truss on the suspended span is complete; construction is underway. The design of a lightweight orthotropic deck, required to replace the roadway deck, is at the halfway point and actual construction is anticipated in 2004 (awarded in 2003). Construction and testing of the prototype deck replacement for the suspended span is in progress and scheduled for completion in August 2002. Monitoring for constructability is continuing. The study of feasible methods for complete replacement of the main cables, should that become necessary in the future, is underway with completion of the study anticipated in 2003. Repairs of flagged conditions noted in the biennial inspection reports and pin replacement are continuing. Painting and replacement of the collars of the suspender ropes are substantially complete. The addition of two new tollbooths is complete. The 2000-2004 Capital Program includes the design of the replacement of the roadway deck on the Bronx/Queens approach spans with construction anticipated in the next capital improvement program. The design of the new fender system will be incorporated with an agency-wide upgrade in the security system at each facility. Projects completed within recent years include: the reinforcement of eyebars as part of the anchorage rehabilitation, cable rewrapping and rehabilitation of the suspension span superstructure, the installation of acoustic sensors for cable monitoring at the main cables, the rehabilitation of the Bronx/Queens approach ramps, the new entry ramp north of Schley Avenue, completion of the Service building expansion, installation of the new gantry and VMS north of the toll plaza and an electrical system upgrade.

Throgs Neck Bridge - The resurfacing of the suspended spans deck has been completed. The new electrical system upgrade, which includes the installation of new electrical switch gear at the four electrical substations, is approximately 85 percent complete. The construction of the Bronx approach (slab on grade) south of the toll plaza is complete. The orthotropic deck prototype and the design of the global deck replacement associated with it are underway. The design of the rehabilitation of the main cable, including lubrication and rewrapping in the suspended span, is scheduled to be completed in 2003. The design of the scour backfilling at piers 42 and 52 and fender rehabilitation at the Queens anchorage and piers 19 and 20 is

ATTACHMENT 6-53 approximately 70 percent complete and is frozen at that level pending a facility-wide security review. Design of structural steel rehabilitation and drainage system improvement at the suspended span and viaducts and maintenance painting design are complete. The award of this contract is anticipated for later in 2002. Suspender rope testing is also anticipated for early 2003. The design for a prototype light pole and luminaire replacement project is anticipated later in 2002 with award of a construction contract in 2003. The reconstruction of the Bronx approach plaza north of the tollbooths has begun. Projects completed within recent years include: rehabilitation of the Queens approach slab on grade and the first eleven spans of the Queens viaduct reinforced concrete deck, ramp reconstruction (Cross Island Parkway to the bridge), replacement of floodlights at the towers, rehabilitation of the Bronx approach, and deck rehabilitation at the suspended span.

Henry Hudson Bridge - The contract for replacement of the Dyckman Street Bridge deck and superstructure with reinforced concrete beams and slab is approximately 70 percent com- plete. The overlaying of the roadway at all the toll lanes is substantially complete. The concep- tual study for the southbound lower level toll plaza expansion is complete and design is antici- pated to start in the 2000-2004 Capital Program. The design of the replacement of the upper level deck in the vicinity of the toll plaza is anticipated in the next Capital Program with construction to begin in the next cycle. Comprehensive maintenance painting and steel repairs have begun for the complete bridge structure. Under the maintenance program, the additional tollbooth at the southbound lower level plaza has been completed. Rock bolting and scaling of the slopes adjacent to the approaches are substantially complete. As-needed construction includes the installation of a discharge recovery system for groundwater, which has just begun. At the Bronx approach, retaining walls have been repaired, a new concrete stairway and sidewalk installed, as well as new lighting and transformer shielding for the electric room. Major maintenance projects have included steel repairs and spall removal at the lower level garage and the enlargement of the boiler room door for improved access. On the bridge, steel stringer pedestal defects identified in the biennial inspections are being addressed through ongoing repair design and construction. Projects completed within recent years include: Replacement of northbound approach roadway and drainage system, upper deck roadway replacement, expansion of the service building, and the installation of a new toll booth HVAC system.

Queens Midtown Tunnel - Rehabilitation of tunnel ceiling and walls (tunnel finish and leak repairs and upgrading of the fire standpipe system) is substantially complete. A contract for a study and the development of a master plan for a tunnel ventilation system and electrical controls project has been awarded. The design of the tunnel ventilation portion of the study is scheduled for award later in 2002. The design of the rehabilitation of the 36 Street and Second Avenue overpasses is in the development phase with the award of contract scheduled for 2003. The design for replacement of drainage pumps inside the ventilation building and at the plazas is complete and construction has started. Major maintenance projects include the repair and replacement of sidewalks at the ventilation and service buildings, replacement of the tunnel officer station booths at the tunnel entrances, and the design of a new air conditioning system at the service building. Projects completed within recent years include various structural repairs in the ventilation building, and a new radio and cellular phone system.

ATTACHMENT 6-54 Brooklyn-Battery Tunnel - Replacement of the exhaust fans in the ventilation buildings is approximately 80 percent complete with completion scheduled for later in 2002. Design of masonry and roof repairs to the existing service building is complete; however, construction has been deferred to the next capital program. Design of tunnel roadway and drainage system rehabilitation, tunnel leakage repairs and wall tile replacement, and fire standpipe and water line valve replacement is complete. Construction is scheduled to be awarded later in 2002. Pump replacement design is complete, and construction is underway. Traffic control and signal system replacement construction is ongoing and approximately 85 percent complete. Repaving of the Brooklyn plaza is underway and is approximately 25 percent complete. The Manhattan plaza repaving and the replacement of the tollbooth’s HVAC ducts are complete. One lane of each tube of the tunnels was repaved; however, the repaving of the remaining traffic lanes in the tunnel has been deferred to later in 2002. In the service area, the sidewalks have been replaced and parking lots have been repaved. In the ventilation structures the design of the elevator upgrades, egress improvements and the replacement of the façade in the Governors Island building is approximately 40 percent complete. Construction is anticipated to start in 2003. Projects completed within recent years include: replacement of all underground fuel tanks, repainting of toll booths, addition of a new manual toll booth at lane 8, and rehabilitation of the Manhattan plaza, as well as replacement of the tunnel ceiling and lighting system.

Rehabilitation of the Battery Parking Garage (located near the Manhattan portal of the Brooklyn-Battery Tunnel) Phase II (facade replacement and related structural rehabilitation) is underway and is approximately 30 percent complete. In addition, also at the Garage, design of Phase III (mechanical/electrical system replacement) is complete, construction is underway and approximately 30 percent complete.

Verrazano-Narrows Bridge - Painting of the entire suspended spans except the towers at the upper and lower roadways is approximately 50 percent complete. The contract for the oiling of the eyebars and strands in the anchorages is complete. The Brooklyn approach pavement rehabilitation is approximately 60 percent complete. The dehumidifying of the Brooklyn and Staten Island anchorages is complete. The design of the rehabilitation and sealing of the anchorages are substantially complete and construction is anticipated for 2002. Rehabilitation of the electrical system in the suspended spans has recently begun. A study to evaluate the condi- tion of the tollbooths, plaza, tunnel pavement, utility and lighting systems and signage and traffic interchange in the vicinity of the toll plaza has been completed. A feasibility study to investigate widening of the Belt Parkway ramps has also been completed. As part of the major maintenance program, miscellaneous concrete repairs at the service building and steel repairs near the towers of the bridge have been undertaken. Projects completed within recent years include: prototype deck repairs at the suspended spans and rehabilitation of flagged floor beam and fascia stringers.

Marine Parkway-Gil Hodges Memorial Bridge - Deck replacement and bridge widening are complete and service on all bridge lanes resumed in May 2002. The repainting contract is ongoing and is scheduled to be completed this year. The east and west side structural steel repairs are substantially complete. The construction of a utility connection is complete. A design contract to replace the elevators in the towers is scheduled to be complete this year with construction planned for next year. The design of a new service building is approximately 40

ATTACHMENT 6-55 percent complete with construction scheduled for 2005. Brick pointing, door replacement, boiler replacement and tollbooth painting have been completed under the maintenance program. The refurbishing of the toll booths and toll lane repaving have been deferred until the next maintenance cycle. Projects completed within recent years include: precast deck installation, sanitary line repair, bearing repair in the clutch shaft in the main shaft tower, oil/gas tank replace- ment, and installation of an HVAC system for the toll booths.

Cross Bay Bridge - The door replacement and brick pointing design for the service building has been completed and the contract has been awarded. The design of structural and electrical rehabilitation of the concrete slab on grade at Ramp ‘D’ (southbound ramp extending from the main bridge lanes) is complete, with construction anticipated for late 2002. The design of the replacement of the main high voltage feeders from the south abutment to the main service building has begun. The design of the rehabilitation of the drainage system at the promenade at the Rockaway approach and the seawall is complete with construction anticipated to begin in late 2002. The design of rehabilitation of the air conditioning system in the service building is underway; however, toll lane repaving and tollbooth refurbishing have been deferred to the next maintenance cycle. Toll booth painting, door replacement at Pier 8, installation of continuity plates in the median barrier, unit heater replacement inside the garage, and rumble strip repairs have been completed. Concrete deterioration identified in the last Biennial Inspection, deck resurfacing and median repairs will be addressed in the next capital improvement program. Projects completed within recent years include an intercom system, boiler replacement, pipe insulation in the garage, and the HVAC system rehabilitation for the tollbooths.

Agency Wide -Increased security measures including added security guards and cameras have been implemented since the September 11 attack at the World Trade Center. Additional measures are being considered such as additional lighting, alarms, and expansion of the CCTV system. Security enhancement projects are currently in the preliminary design phase at 40 percent completion. The Triborough Bridge Manhattan Plaza overhead toll Message Signs project is complete. The design for expansion of the Variable Message System (VMS) system, and gantry to the remaining TBTA facilities is under design. Sign installation will begin with variable speed limit signs during this capital program and will continue into the next capital program. Other ITS (Intelligent Transportation System) projects scheduled for the 2000-2004 Capital Program include:

The installation of weather recording systems at the Cross Bay, Henry Hudson and Marine Parkway-Gil Hodges Memorial bridges which is at the 15 percent level of completion;
Upgrading and installation of a CCTV network for effective monitoring and managing of traffic and incidents as well as upgrading of the communications network with fiber;
Upgrading of the operations centers at all TBTA’s facilities and integrating them internally with the Randall’s Island Operations Center (RIOC), which will also be upgraded and in-turn linked externally to regional transportation operations centers such as TRANSCOM, for improving transportation services both at TBTA facilities and the region as a whole; and

ATTACHMENT 6-56
Installation and expansion of a TRANSMIT system (an E-ZPass-based incident detection, traveler information and traffic management system) at TBTA’s facilities, and upgrading of the toll registry system which will improve the efficiency and enhance the integrity and reliability of the toll revenue collection.

Projects completed within recent years include: the installation of the Computer Aided Drafting and Design (CADD) system, traffic, safety improvements, tank testing and replacements, installation of weather recording system and inspection platform, Randall’s Island Garage roof replacement, E-ZPass initial installation at 119 toll booths systemwide, facility improvements to comply with Americans with Disabilities Act (ADA) requirements, the instal- lation of main electrical feeders to increase capacity at Randall’s Island, and the installation of the HVAC system at the Robert Moses Building. Restoration of the Robert Moses Building at Randall’s Island, and the installation of Closed Circuit Television (CCTV) to allow observation of traffic and activity at all bridges and tunnels were also completed. A Capital Programming System has been developed by the TBTA Engineering and Construction Department as part of TBTA’s long-term needs assessment to help determine long-range capital and maintenance priorities. The system calculates estimated repair and rehabilitation costs based on mathematical modeling of structural deterioration.

URS’ review of pertinent sections of the recent facility inspection reports found them to be extensive and detailed. Report conclusions and rehabilitation recommendations appear in the opinion of URS to be reasonable appraisals of the required effort to maintain the operational integrity of each facility.

URS performed a facility orientation walk-through at each TBTA facility in March 2002. This walk-through was for orientation purposes only, and not to re-inspect the facility or critique previous inspection reports. The walk-through visits included an on-site meeting with each facility’s engineer/manager to obtain an update of the respective facility’s status relative to the following issues:

Ongoing rehabilitation projects;
Ongoing maintenance projects;
Rehabilitation projects addressing the recommendations of the previous inspection reports; and
Repairs to alleviate the flagged conditions of the previous inspection reports.

The walk-through inspections and meetings proved informative. Facility projects and agency-wide projects specific to each structure were discussed at the meetings. The walk- through inspection provided URS with a greater understanding of the structural make-up of each facility, as well as a check on the status of capital improvement and major maintenance projects.

It is important to note, however, that URS’ testing or inspection of portions of the work of other parties shall not relieve such other parties from their responsibility for performing their work in accordance with applicable requirements and the customary standard of care. URS shall not be responsible for the acts or omissions of other parties engaged by TBTA.

ATTACHMENT 6-57 Long-Term Outlook for TBTA Facilities

Bridges and tunnels, in general, can reach the end of their useful lives for two main rea- sons: (a) they are geometrically and functionally unsatisfactory because they are too narrow, too steep, lacking in clearance or sufficient spatial capacity to handle the traffic; or (b) they are structurally unsafe because of deterioration or because their load-carrying capacity is inadequate to handle the loads imposed under current conditions. Deterioration may occur for a variety of reasons, including aging, but it will occur sooner if there has been inadequate or improper main- tenance.

On the basis of the foregoing review and other information available to us, it is our opin- ion that the TBTA bridges, tunnels and approaches are all geometrically and functionally ade- quate and structurally sound and generally maintained to high standards.

We are of the opinion that all the TBTA facilities are and will be physically capable of accommodating traffic volumes at the levels projected for 2012 through the duration of the out- standing bonds that have been issued and future bonds to be issued based on a pledge of TBTA revenues through 2032, assuming maintenance consistent with past practice.

Respectfully,

URS CORPORATION – NEW YORK

Kathleen Massarelli, AICP Vice President

Arthur H. Goldberg, P.E. Vice President

ATTACHMENT 6-58

ATTACHMENT 7 INFORMATION RELATING TO THE REFUNDED BONDS

* Maturities indicated by an asterisk are sinking fund payments. ** Refunded Bonds indicated by a double asterisk are callable bonds escrowed to maturity which TBTA has retained its right to redeem prior to maturity. T Bonds indicated by a T are final maturities of term bonds.

Refunded Remaining Old TBTA Original Maturity Principal Redemption Redemption Principal Resolution Series CUSIP † Date Coupon Amount Date Price Outstanding ††

1980 Resolution Q 01/01/06 6.750% $7,595,000 * Maturity N/A $1,450,000 Q 01/01/07 6.750% 8,105,000 * Maturity N/A 1,545,000 Q 01/01/08 6.750% 12,945,000 * Maturity N/A 2,470,000 Q 896029RH0 01/01/09 6.750% 13,825,000 T Maturity N/A 2,635,000 $42,470,000 $8,100,000

X 896029WW1 01/01/03 6.200% $13,975,000 Maturity N/A $2,860,000 X 01/01/09 6.600% 23,830,000 * Maturity N/A 4,880,000 X 896029XH3 01/01/10 6.600% 25,415,000 T Maturity N/A 5,200,000 X 01/01/11 6.625% 37,675,000 * Maturity N/A 7,710,000 X 896029XJ9 01/01/12 6.625% 40,200,000 T Maturity N/A 8,230,000 $141,095,000 $28,880,000

Y 896029YL3 01/01/03 5.500% $15,345,000 Maturity N/A $2,390,000 Y 896029YM1 01/01/04 5.625% 16,185,000 Maturity N/A 2,520,000 Y 896029YN9 01/01/05 5.750% 23,885,000 Maturity N/A 3,715,000 Y 896029YP4 01/01/06 5.800% 25,250,000 Maturity N/A 3,925,000 Y 896029YQ2 01/01/07 5.900% 26,720,000 Maturity N/A 4,155,000 Y 896029YR0 01/01/08 5.900% 28,295,000 Maturity N/A 4,400,000 Y 01/01/09 6.000% 29,970,000 * Maturity N/A 4,660,000 Y 01/01/10 6.000% 31,760,000 * Maturity N/A 4,940,000 Y 01/01/11 6.000% 33,665,000 * Maturity N/A 5,235,000 Y 896029YS8 01/01/12 6.000% 41,560,000 T Maturity N/A 6,465,000 Y 01/01/13 5.500% 57,030,000 * Maturity N/A 8,865,000 Y 01/01/14 5.500% 27,375,000 * Maturity N/A 4,260,000 Y 01/01/15 5.500% 28,890,000 * Maturity N/A 4,495,000 Y 01/01/16 5.500% 71,430,000 * Maturity N/A 11,105,000 Y 896029YE9 01/01/17 5.500% 22,650,000 T Maturity N/A 3,525,000 Y 01/01/18 6.125% 4,420,000 * Maturity N/A 690,000 Y 01/01/19 6.125% 25,340,000 * Maturity N/A 3,940,000 Y 01/01/20 6.125% 26,890,000 * Maturity N/A 4,180,000 Y 896029YU3 01/01/21 6.125% 11,600,000 T Maturity N/A 1,805,000 $548,260,000 $85,270,000

1993A 896029ZE8 01/01/04 4.600% $30,930,000 Maturity N/A $4,095,000 1993A 896029ZF5 01/01/05 4.750% 22,830,000 Maturity N/A 3,025,000 1993A 896029ZG3 01/01/06 4.800% 29,275,000 Maturity N/A 3,880,000 1993A 896029ZH1 01/01/07 5.000% 30,675,000 Maturity N/A 4,065,000

† CUSIP numbers have been assigned by an organization not affiliated with TBTA and are included solely for the convenience of bondholders. TBTA is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness. Bonds for which no CUSIP number is shown are sinking fund payments of the term bond which follows and have that CUSIP number. †† Will be defeased by cash on hand on the date of delivery of the Series 2002B Bonds. The redemption date for such bonds and whether TBTA will retain earlier redemption rights for bonds escrowed to maturity have not yet been determined.

ATTACHMENT 7-1

* Maturities indicated by an asterisk are sinking fund payments. ** Refunded Bonds indicated by a double asterisk are callable bonds escrowed to maturity which TBTA has retained its right to redeem prior to maturity. T Bonds indicated by a T are final maturities of term bonds.

Refunded Remaining Old TBTA Original Maturity Principal Redemption Redemption Principal Resolution Series CUSIP † Date Coupon Amount Date Price Outstanding ††

1980 Resolution 1993A 896029ZJ7 01/01/08 5.000% 32,210,000 Maturity N/A 4,265,000 1993A 01/01/16 4.750% 1,250,000 * Maturity N/A 170,000 1993A 01/01/17 4.750% 1,320,000 * Maturity N/A 175,000 1993A 01/01/18 4.750% $1,375,000 * Maturity N/A $185,000 1993A 01/01/19 4.750% 1,440,000 * Maturity N/A 195,000 1993A 01/01/20 4.750% 1,510,000 * Maturity N/A 200,000 1993A 01/01/21 4.750% 1,580,000 * Maturity N/A 210,000 1993A 896029ZM0 01/01/22 4.750% 1,660,000 T Maturity N/A 225,000 $156,055,000 $20,690,000

1993B 896029A62 01/01/03 6.000% $7,720,000 Maturity N/A $1,165,000 1993B 896029A70 01/01/04 6.000% 8,180,000 Maturity N/A 1,235,000 1993B 896029A88 01/01/05 5.750% 8,140,000 01/01/04 101.500% 1,230,000 1993B 896029A96 01/01/06 4.700% 3,340,000 01/01/04 101.500% 505,000 1993B 896029B20 01/01/07 4.800% 3,495,000 01/01/04 101.500% 530,000 1993B 896029B38 01/01/08 4.900% 3,665,000 01/01/04 101.500% 555,000 1993B 896029B61 01/01/09 0.000% 3,845,000 Maturity N/A 580,000 1993B 896029B79 01/01/10 0.000% 3,845,000 Maturity N/A 580,000 1993B 896029B87 01/01/11 0.000% 3,845,000 Maturity N/A 580,000 1993B 896029B95 01/01/12 0.000% 3,845,000 Maturity N/A 580,000 1993B 896029B46 01/01/13 0.000% 3,845,000 Maturity N/A 580,000 1993B 896029C29 01/01/14 5.000% 22,815,000 Maturity N/A 3,440,000 1993B 896029C37 01/01/15 0.000% 23,960,000 Maturity N/A 3,610,000 1993B 896029C45 01/01/16 0.000% 2,640,000 Maturity N/A 400,000 1993B 896029C52 01/01/17 0.000% 11,770,000 Maturity N/A 1,775,000 1993B 01/01/18 5.000% 11,770,000 * Maturity N/A 1,775,000 1993B 01/01/19 5.000% 12,350,000 * Maturity N/A 1,865,000 1993B 896029C86 01/01/20 5.000% 12,975,000 T Maturity N/A 1,955,000 1993B 896029C94 01/01/21 0.000% 19,105,000 Maturity N/A 2,880,000 1993B 896029B53 01/01/22 0.000% 19,100,000 Maturity N/A 2,880,000 $190,250,000 $28,700,000

1994A 896029E84 01/01/04 4.400% $15,340,000 Maturity N/A $0 1994A 896029E92 01/01/05 4.500% 16,015,000 Maturity ** N/A 0 1994A 896029F26 01/01/06 4.600% 16,735,000 Maturity ** N/A 0 1994A 896029F34 01/01/07 4.700% 17,505,000 Maturity ** N/A 0 1994A 896029F42 01/01/08 4.800% 18,330,000 Maturity N/A 0 1994A 896029F59 01/01/09 6.500% 19,210,000 Maturity N/A 0 1994A 896029F67 01/01/10 6.000% 20,455,000 Maturity N/A 0 1994A 896029G25 01/01/11 6.000% 21,685,000 Maturity N/A 0 1994A 896029G33 01/01/12 4.750% 22,985,000 Maturity ** N/A 0

† CUSIP numbers have been assigned by an organization not affiliated with TBTA and are included solely for the convenience of bondholders. TBTA is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness. Bonds for which no CUSIP number is shown are sinking fund payments of the term bond which follows and have that CUSIP number. †† Will be defeased by cash on hand on the date of delivery of the Series 2002B Bonds. The redemption date for such bonds and whether TBTA will retain earlier redemption rights for bonds escrowed to maturity have not yet been determined.

ATTACHMENT 7-2

* Maturities indicated by an asterisk are sinking fund payments. ** Refunded Bonds indicated by a double asterisk are callable bonds escrowed to maturity which TBTA has retained its right to redeem prior to maturity. T Bonds indicated by a T are final maturities of term bonds.

Refunded Remaining Old TBTA Original Maturity Principal Redemption Redemption Principal Resolution Series CUSIP † Date Coupon Amount Date Price Outstanding ††

1980 Resolution 1994A 01/01/13 4.750% 24,075,000 * Maturity N/A 0 1994A 896029F75 01/01/14 4.750% 25,220,000 T Maturity N/A 0 1994A 01/01/15 4.750% 26,420,000 * Maturity N/A 0 1994A 01/01/16 4.750% 27,675,000 * Maturity N/A 0 1994A 01/01/17 4.750% $28,990,000 * 01/01/16 100.000% $0 1994A 01/01/18 4.750% 30,365,000 * 01/01/16 100.000% 0 1994A 896029F83 01/01/19 4.750% 31,810,000 T 01/01/16 100.000% 0 $362,815,000 $0

1996B 896029N27 01/01/04 4.500% $3,965,000 Maturity N/A $0 1996B 896029N35 01/01/05 4.600% 4,140,000 Maturity N/A 0 1996B 896029N43 01/01/06 6.000% 4,330,000 Maturity N/A 0 1996B 896029N50 01/01/07 6.000% 4,590,000 Maturity N/A 0 1996B 896029N68 01/01/08 4.900% 4,865,000 Maturity ** N/A 0 1996B 896029N76 01/01/09 5.000% 5,105,000 Maturity ** N/A 0 1996B 896029N84 01/01/10 5.100% 5,360,000 Maturity ** N/A 0 1996B 01/01/11 5.300% 5,635,000 * Maturity N/A 0 1996B 01/01/12 5.300% 5,930,000 * 01/01/11 100.000% 0 1996B 01/01/13 5.300% 6,245,000 * 01/01/11 100.000% 0 1996B 01/01/14 5.300% 6,580,000 * 01/01/11 100.000% 0 1996B 01/01/15 5.300% 6,925,000 * 01/01/11 100.000% 0 1996B 01/01/16 5.300% 7,295,000 * 01/01/11 100.000% 0 1996B 896029N92 01/01/17 5.300% 7,680,000 T 01/01/11 100.000% 0 1996B 01/01/18 5.200% 8,085,000 * 01/01/11 100.000% 0 1996B 01/01/19 5.200% 8,505,000 * 01/01/11 100.000% 0 1996B 01/01/20 5.200% 8,950,000 * 01/01/11 100.000% 0 1996B 01/01/21 5.200% 9,415,000 * 01/01/11 100.000% 0 1996B 896029P25 01/01/22 5.200% 9,905,000 T 01/01/11 100.000% 0 $123,505,000 $0

1997A 896029R31 01/01/04 4.500% $4,125,000 Maturity N/A $0 1997A 896029R49 01/01/05 4.600% 4,310,000 Maturity N/A 0 1997A 896029R56 01/01/06 4.625% 4,510,000 Maturity N/A 0 1997A 896029R64 01/01/07 5.500% 4,715,000 Maturity N/A 0 1997A 896029R72 01/01/08 5.500% 4,975,000 Maturity N/A 0 1997A 896029R80 01/01/09 5.500% 5,250,000 Maturity ** N/A 0 1997A 896029R98 01/01/10 5.000% 5,540,000 Maturity ** N/A 0 1997A 896029S22 01/01/11 5.500% 5,815,000 Maturity ** N/A 0 1997A 896029S30 01/01/12 5.500% 6,135,000 Maturity ** N/A 0 1997A 896029S48 01/01/13 5.500% 6,475,000 01/01/12 100.000% 0 1997A 896029S55 01/01/14 5.500% 6,830,000 01/01/12 100.000% 0

† CUSIP numbers have been assigned by an organization not affiliated with TBTA and are included solely for the convenience of bondholders. TBTA is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness. Bonds for which no CUSIP number is shown are sinking fund payments of the term bond which follows and have that CUSIP number. †† Will be defeased by cash on hand on the date of delivery of the Series 2002B Bonds. The redemption date for such bonds and whether TBTA will retain earlier redemption rights for bonds escrowed to maturity have not yet been determined.

ATTACHMENT 7-3

* Maturities indicated by an asterisk are sinking fund payments. ** Refunded Bonds indicated by a double asterisk are callable bonds escrowed to maturity which TBTA has retained its right to redeem prior to maturity. T Bonds indicated by a T are final maturities of term bonds. Refunded Remaining Old TBTA Original Maturity Principal Redemption Redemption Principal Resolution Series CUSIP † Date Coupon Amount Date Price Outstanding ††

1980 Resolution 1997A 01/01/15 5.125% 7,205,000 * 01/01/12 100.000% 0 1997A 01/01/16 5.125% 7,575,000 * 01/01/12 100.000% 0 1997A 896029S63 01/01/17 5.125% 7,960,000 T 01/01/12 100.000% 0 1997A 01/01/18 5.125% 8,370,000 * 01/01/12 100.000% 0 1997A 01/01/19 5.125% 8,800,000 * 01/01/12 100.000% 0 1997A 01/01/20 5.125% $9,250,000 * 01/01/12 100.000% $0 1997A 01/01/21 5.125% 9,725,000 * 01/01/12 100.000% 0 1997A 896029S71 01/01/22 5.125% 10,220,000 T 01/01/12 100.000% 0 $127,785,000 $0

1999A 896029U86 01/01/03 3.600% $90,000 Maturity N/A $5,000 1999A 896029U94 01/01/04 3.700% 95,000 Maturity N/A 5,000 1999A 896029V28 01/01/05 3.800% 100,000 Maturity N/A 5,000 1999A 896029V36 01/01/06 4.000% 105,000 Maturity N/A 5,000 1999A 896029V44 01/01/07 4.000% 110,000 Maturity N/A 5,000 1999A 896029V51 01/01/08 4.000% 115,000 Maturity N/A 5,000 1999A 896029V69 01/01/09 4.100% 120,000 Maturity N/A 5,000 1999A 896029V77 01/01/10 4.200% 120,000 07/01/09 100.500% 5,000 1999A 896029V85 01/01/11 4.300% 130,000 07/01/09 100.500% 5,000 1999A 896029V93 01/01/12 4.400% 135,000 07/01/09 100.500% 5,000 1999A 896029W27 01/01/13 4.500% 140,000 07/01/09 100.500% 5,000 1999A 896029W35 01/01/14 4.600% 145,000 07/01/09 100.500% 5,000 1999A 896029W43 01/01/15 4.700% 155,000 07/01/09 100.500% 5,000 1999A 896029W50 01/01/16 4.750% 14,295,000 07/01/09 100.500% 150,000 1999A 896029W68 01/01/17 5.250% 14,975,000 07/01/09 100.500% 155,000 1999A 896029W76 01/01/18 5.125% 38,040,000 07/01/09 100.500% 390,000 1999A 896029W84 01/01/19 5.000% 16,375,000 07/01/09 100.500% 170,000 $85,245,000 $930,000

1999B 896029X67 01/01/04 4.750% $3,575,000 Maturity N/A $0 1999B 896029X75 01/01/05 5.500% 3,745,000 Maturity N/A 0 1999B 896029X83 01/01/06 5.500% 3,950,000 Maturity N/A 0 1999B 896029X91 01/01/07 5.500% 4,170,000 Maturity N/A 0 1999B 896029Y25 01/01/08 5.500% 4,395,000 Maturity N/A 0 1999B 896029Y33 01/01/09 5.500% 4,640,000 Maturity N/A 0 1999B 896029Y41 01/01/10 5.625% 4,895,000 Maturity N/A 0 1999B 896029Y58 01/01/11 5.750% 5,170,000 Maturity N/A 0 1999B 896029Y66 01/01/12 5.750% 5,465,000 Maturity N/A 0 1999B 896029Y74 01/01/13 5.750% 5,780,000 Maturity ** N/A 0 1999B 896029Y82 01/01/14 5.750% 6,115,000 Maturity ** N/A 0 1999B 896029Y90 01/01/15 5.750% 6,465,000 Maturity ** N/A 0

† CUSIP numbers have been assigned by an organization not affiliated with TBTA and are included solely for the convenience of bondholders. TBTA is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness. Bonds for which no CUSIP number is shown are sinking fund payments of the term bond which follows and have that CUSIP number. †† Will be defeased by cash on hand on the date of delivery of the Series 2002B Bonds. The redemption date for such bonds and whether TBTA will retain earlier redemption rights for bonds escrowed to maturity have not yet been determined.

ATTACHMENT 7-4

* Maturities indicated by an asterisk are sinking fund payments. ** Refunded Bonds indicated by a double asterisk are callable bonds escrowed to maturity which TBTA has retained its right to redeem prior to maturity. T Bonds indicated by a T are final maturities of term bonds. Refunded Remaining Old TBTA Original Maturity Principal Redemption Redemption Principal Resolution Series CUSIP † Date Coupon Amount Date Price Outstanding ††

1980 Resolution 1999B 01/01/16 5.375% 6,835,000 * Maturity N/A 0 1999B 01/01/17 5.375% 7,205,000 * 01/01/16 100.000% 0 1999B 01/01/18 5.375% 7,590,000 * 01/01/16 100.000% 0 1999B 896029Z24 01/01/19 5.375% 8,000,000 T 01/01/16 100.000% 0 $87,995,000 $0

BIC Resolution 1993 896028AL1 01/01/04 5.100% $9,050,000 Maturity N/A $0 1993 896028AM9 01/01/05 5.200% 9,515,000 Maturity N/A 0 $18,565,000 $0

Special Obligation 1991 1998A 896033MA2 01/01/04 5.000% $14,775,000 Maturity N/A $0 1998A 896033MB0 01/01/05 5.500% 15,505,000 Maturity N/A 0 1998A 896033MC8 01/01/06 5.500% 16,365,000 Maturity N/A 0 1998A 896033MD6 01/01/07 5.500% 17,260,000 Maturity N/A 0 1998A 896033ME4 01/01/08 5.500% 18,205,000 Maturity N/A 0 1998A 896033MM6 01/01/15 5.000% 26,170,000 Maturity ** N/A 0 1998A 896033MN4 01/01/16 5.000% 28,525,000 Maturity ** N/A 0 1998A 896033MP9 01/01/17 5.000% 14,280,000 Maturity ** N/A 0 $151,085,000 $0

Special Obligation 1994 1998A 896033PX9 01/01/10 5.125% $8,720,000 Maturity ** N/A $0 1998A 896033PY7 01/01/11 5.125% 9,175,000 Maturity ** N/A 0 1998A 896033PZ4 01/01/12 5.125% 9,660,000 Maturity ** N/A 0 1998A 896033QA8 01/01/13 5.125% 10,170,000 Maturity ** N/A 0 1998A 896033QB6 01/01/14 5.125% 10,700,000 Maturity ** N/A 0 1998A 896033QC4 01/01/15 5.125% 11,265,000 01/01/14 100.000% 0 1998A 896033QD2 01/01/16 4.750% 1,480,000 01/01/14 100.000% 0 1998A 896033QK6 01/01/16 5.125% 10,375,000 01/01/14 100.000% 0 $71,545,000 $0

† CUSIP numbers have been assigned by an organization not affiliated with TBTA and are included solely for the convenience of bondholders. TBTA is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness. Bonds for which no CUSIP number is shown are sinking fund payments of the term bond which follows and have that CUSIP number. †† Will be defeased by cash on hand on the date of delivery of the Series 2002B Bonds. The redemption date for such bonds and whether TBTA will retain earlier redemption rights for bonds escrowed to maturity have not yet been determined.

ATTACHMENT 7-5 [THIS PAGE INTENTIONALLY LEFT BLANK]

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