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  AMENDED AND RESTATED TRUST AGREEMENT




  BY AND BETWEEN

  NORTH TEXAS TOLLWAY AUTHORITY

  AND

  WELLS FARGO BANK, N.A.,
  Dallas, Texas

  SECURING

  SYSTEM REVENUE BONDS



  Dated as of April 1, 2008





























NTTA AmdRestd Trustagt-11-14-07 (Final)

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  TABLE OF CONTENTS

  Page

RECITALS .....................................................................................................................................1
ARTICLE I  DEFINITIONS ...................................................................................................... 3
  Section 101.  Meaning of Words and Terms  ..............................................................................  3
  Section 102.  Miscellaneous Definitions .................................................................................. 17
  Section 103.  Signing of Certificates ........................................................................................  17
ARTICLE II  AUTHORIZATION AND ISSUANCE OF ADDITIONAL BONDS ...........  17
  Section 201.  Additional Bonds ................................................................................................  17
  Section 202.  Designation of Bonds ..........................................................................................  17
  Section 203.  Details of Additional Bonds ............................................................................... 17
  Section 204.  Interest on Additional Bonds  ..............................................................................  17
  Section 205.  Form of Additional Bond  ....................................................................................  17
  Section 206.  Registration, Transfer, Substitution, and Description of Additional Bonds  .......  17
  Section 207.  [RESERVED] .....................................................................................................  17
  Section 208.  Issuance of Additional First Tier Bonds  .............................................................  17
  Section 209.  Issuance of Additional Second Tier Bonds  .........................................................  21
  Section 210.  Issuance of Third Tier Bonds  ..............................................................................  24
  Section 211.  Exemption from Taxation;  Bonds as Legal Investment and Security ................  28
ARTICLE III  REDEMPTION OF BONDS ...........................................................................  28
  Section 301.  Redemption of Bonds ......................................................................................... 28
ARTICLE IV  CUSTODY AND APPLICATION OF PROCEEDS OF BONDS  ...............  28
  Section 401.  Construction Fund ...............................................................................................  28
  Section 402.  [RESERVED] .....................................................................................................  29
  Section 403.  Payments from Construction Fund .....................................................................  29
  Section 404.  Items of Cost .......................................................................................................  29
  Section 405.  Payment of Interest .............................................................................................  30
  Section 406.  Payments from Construction Fund for Condemnation of Property ....................  31
  Section 407.  Payments from Construction Fund; Requisitions for Payment and Certificates
  Supporting Requisitions  ............................................................................................................  31
  Section 408.  Reimbursements for Payment from Revolving Fund  .........................................  32
  Section 409.  Requisitions for Payment for Real Property  .......................................................  33
  Section 410.  Trustee to Retain Requisitions ............................................................................  34
  Section 411.  Progress Reports; Audits during Construction; Certificate as to Date of Opening
  for Traffic .................................................................................................................................. 34
  Section 412.  Certificates and Opinions after Completion of Construction; Disposition of
  Balance in Construction Fund  ...................................................................................................  34
  Section 413.  Alternate Provisions for Construction Fund .......................................................  35
ARTICLE V  TOLLS, REVENUES AND FUNDS ................................................................ 35
  Section 501.  Covenants as to Tolls and Revisions Thereof .....................................................  35
  Section 502.  Uniformity of Tolls; Free Passage Over Tollway  ...............................................  37
  Section 503.  Revenue Fund .....................................................................................................  39
  Section 504.  Duties of Consulting Engineers  ..........................................................................  39




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  Section 505.  Preliminary Budget of Current Expenses, and Payments into Reserve
  Maintenance Fund; Hearing on Budget; Annual Budget; Failure to Adopt Annual Budget;
  Amended or Supplemental Annual Budget; Payments for Maintenance, Repair, and
  Operations ................................................................................................................................. 39
  Section 506.  Payment of Current Expenses from Operation and Maintenance Fund  ............. 40
  Section 507.  Sinking Funds; Bond Interest Accounts, Reserve Accounts, and Redemption
  Accounts; Reserve Maintenance Fund; Capital Improvement Fund ........................................  41
  Section 508.  Application of Moneys in Reserve Accounts; Reserve Surety Agreements:  ..... 44
  Section 509.  Use of Reserve Maintenance Fund .....................................................................  48
  Section 510.  Use of Capital Improvement Fund  ......................................................................  48
  Section 511.  Application of Moneys in Redemption Accounts; Payment of Bonds and
  Payment Obligations; Redemption of Bonds ............................................................................  48
  Section 512.  Application and Pledge of Moneys in Sinking Funds ........................................ 49
  Section 513.  Withdrawals from Bond Interest Accounts ........................................................ 50
  Section 514.  Moneys Set Aside for Principal and Interest Held in Trust; Moneys Unclaimed
  for Three Years after Maturity of Bonds ..................................................................................  50
  Section 515.  Cancellation of Bonds upon Payment  .................................................................  50
  Section 516.  Additional Security .............................................................................................  50
  Section 517.  Swap Termination Payment Sub-Account  ..........................................................  51
ARTICLE VI  DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS AND
INVESTMENT OF FUNDS .......................................................................................................  51
  Section 601.  Depositaries; Deposits Constitute Trust Funds; Qualifications of Depositaries;
  Security for Deposits ................................................................................................................ 51
  Section 602.  Investment of Moneys in Construction Fund, Reserve Accounts, Reserve
  Maintenance Fund, Capital Improvement Fund, Operation and Maintenance Fund, Bond
  Interest Accounts and Redemption Accounts; Time Deposits or other Arrangements in Lieu of
  Investments ............................................................................................................................... 52
  Section 603.  Investments and Deposits Deemed to be Part of Funds and Accounts for which
  Purchased; Interest, Profit, and Loss from Investments; Disposition of Investment Earnings,
  Sale, Collection, and Redemption of Investments; Deposit and Investment of Moneys Subject
  to Applicable Laws of the State of Texas; Valuation of Funds or Accounts; Rebates to United
  States of America  ......................................................................................................................  53
ARTICLE VII  PARTICULAR  COVENANTS  ......................................................................  54
  Section 701.  Payment of Principal, Interest, and Premium; Pledge of Tolls and other
  Revenues of the Tollway .......................................................................................................... 54
  Section 702.  Use and Operation of Tollway ............................................................................  54
  Section 703.  Observance and Compliance with Valid Requirements; No Liens or Charges
  upon Tollway, Tolls or Other Revenues; Payment of Lawful Charges  ....................................  55
  Section 704.  Employment of Consulting Engineers and Traffic Engineers ............................  55
  Section 705.  Insurance Recommendations ..............................................................................  56
  Section 706.  Insurance Requirements  ......................................................................................  56
  Section 707.  Self Insurance ..................................................................................................... 56
  Section 708.  Schedule of Insurance Policies; Settlement of Insurance Claims  .......................  56
  Section 709.  Rights of Trustee or of Bondholders Not to be Impaired ...................................  56
  Section 710.  Further Instruments and Action ..........................................................................  56




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  Section 711.  Accurate Records; Monthly Reports; Annual Audits; Additiona1 Reports or
  Audits, Annual Report ..............................................................................................................  56
  Section 712.  Covenant Against Sale or Encumbrance; Exception ..........................................  57
  Section 713.  Tax Covenants .................................................................................................... 58
ARTICLE VIII  EVENTS  OF  DEFAULT  AND REMEDIES  ..............................................  58
  Section 801.  Remedies Applicable ..........................................................................................  58
  Section 802.  Events of Default ................................................................................................  58
  Section 803.  Enforcement of Remedies ...................................................................................  59
  Section 804.  Pro Rata Application of Funds  ............................................................................  60
  Section 805.  Effect of Discontinuance of Proceedings  ............................................................  62
  Section 806.  Majority of Bondholders May Control Proceedings  ...........................................  62
  Section 807.  Restrictions upon Action by Individual Bondholder ..........................................  63
  Section 808.  Actions by Trustee ..............................................................................................  63
  Section 809.  No Remedy Exclusive ........................................................................................ 63
  Section 810.  No Delay or Omission Construed to be a Waiver; Repeated Exercise of Powers
  and Remedies; Waiver of Default  .............................................................................................  63
  Section 811.  Notice of Default ................................................................................................ 64
  Section 812.  Bond Insurer's Rights  ..........................................................................................  64
ARTICLE IX  CONCERNING THE TRUSTEE  ...................................................................  64
  Section 901.  Acceptance of Trusts .......................................................................................... 64
  Section 902. Trustee Entitled to Indemnity; Trustee May Act Without Indemnity;
  Reimbursement of Trustee ........................................................................................................  64
  Section 903.  Limitation on Liabilities and Responsibilities of Trustee  ...................................  65
  Section 904.  Trustee Not Liable for Failure of Authority to Act or for Deposits in other Banks
  .................................................................................................................................................. 65
  Section 905.  Compensation and Indemnification of Trustee ...................................................  65
  Section 906.  Trustee May Rely on Certificates .......................................................................  65
  Section 907.  Notice of Default ................................................................................................ 66
  Section 908.  Trustee May Deal in Bonds and Take Action as Bondholders ...........................  66
  Section 909.  Trustee Not Responsible for Recitals ................................................................. 66
  Section 910.  Trustee Protected in Relying on Certain Documents  ..........................................  66
  Section 911.  Resignation of Trustee ........................................................................................  66
  Section 912.  Removal of Trustee .............................................................................................  66
  Section 913.  Appointment of Successor Trustee .....................................................................  67
  Section 914.  Vesting of Trusts in Successor Trustee  ...............................................................  67
ARTICLE  X  EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF
OF OWNERSHIPOF  BONDS  ..................................................................................................  68
  Section 1001.  Execution of Instruments by Bondholders; Proof of Execution; Proof of
  Holding of Bonds; Other Proof; Bondholders' Actions Bind Future Holders  ..........................  68
ARTICLE XI  SUPPLEMENTAL AGREEMENTS  .............................................................. 69
  Section 1101.  Supplemental Agreements by Authority and Trustee  .......................................  69
  Section 1102.  Modification of Agreements with Consent of Holders of 51% of Bonds;
  Restrictions on Modifications; Notice of Supplemental Agreements ...................................... 70
  Section 1103.  Trustee Joining in Supplemental Agreements; Supplemental Agreements Part
  of this Agreement  ......................................................................................................................  71
  Section 1104.  Reliance by Trustee on Opinion of Counsel  .....................................................  71



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  Section 1105.  Modification of Agreement with Consent of Holders of all Outstanding Bonds
  .................................................................................................................................................. 71
  Section 1106.  Rights of Bond Insurers ....................................................................................  72
ARTICLE XII  DEFEASANCE ...............................................................................................  72
  Section 1201.  Release of Agreement .......................................................................................  72
ARTICLE XIII  MISCELLANEOUS PROVISIONS ............................................................  73
  Section 1301.  Successorship of Authority ...............................................................................  73
  Section 1302.  Manner of Giving Notice, Etc  ...........................................................................  74
  Section 1303.  Rights under this Agreement ............................................................................ 74
  Section 1304.  Credit of State or any Political Subdivision Not Pledged  .................................  74
  Section 1305.  Effect of Partial Invalidity ................................................................................ 74
  Section 1306.  Effect of Covenants, Etc. ..................................................................................  74
  Section 1307.  Multiple Counterparts  .......................................................................................  75
  Section 1308.  Headings, Etc. Not Part of Agreement ............................................................. 75
  Section 1309.  Bonds Held by Authority ..................................................................................  75
  Section 1310.  Additional Covenants Regarding Existing Bonds  ............................................  75





































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  AMENDED AND RESTATED TRUST AGREEMENT

THE STATE OF TEXAS  )
NORTH TEXAS TOLLWAY AUTHORITY  )

  This Amended and Restated Trust Agreement, dated for convenience of reference as of
April 1, 2008 (hereinafter sometimes called the "Amended and Restated Agreement" or the
"Agreement"), by and between

  NORTH TEXAS TOLLWAY AUTHORITY
  (AS SUCCESOR TO TEXAS TURNPIKE AUTHORITY)

a political subdivision of the State of Texas and a body corporate and politic, (hereinafter
sometimes called the "Authority"), and

  WELLS FARGO BANK, N.A.

a national banking association duly organized and existing under the laws of the United States of
America, and having its principal offices in the City of Dallas, Texas, which is authorized under
such laws to exercise corporate trust powers, and is subject to examination by Federal authority,
as trustee (said banking association and any bank or trust company appointed as successor trustee
under this Agreement being hereinafter sometimes called the "Trustee"),

  W I T N E S S E T H:

  WHEREAS, the Authority has been created and organized pursuant to and in accordance
with Chapter 366 of the Texas Transportation Code, as amended (hereinafter sometimes called
the "Turnpike Act"), and is authorized  and empowered, among other things:
  (a)  to construct, maintain, repair, and operate Turnpike Projects (as defined in the
Turnpike Act) at such locations within Dallas, Collin, Denton and Ta  rrant Counties or an
adjacent county as provided in the Turnpike Act, as may be determined by the Authority;
  (b)  to issue turnpike revenue bonds of the Authority payable solely from revenues,
including tolls, pledged to such bonds, for the purpose of paying all or any part of the cost of a
Turnpike Project; and
  (c)  to fix, revise, and adjust from time to time tolls for transit over each separate
Turnpike Project; and
  WHEREAS, pursuant to the Turnpike Act, the Authority owns and operates a Turnpike
system known as the "North Texas Tollway Authority System" or the "NTTA System" and
formerly known as the "Dallas North Tollway System" (the "Tollway" or "NTTA System"),
currently composed of the Dallas North Tollway, the President George Bush Turnpike, the
Addison Airport Toll Tunnel, the Mountain Creek Lake Bridge, the Lewisville Lake Toll Bridge,
which is currently under construction and the SH 121 Turnpike, which is currently under
construction; and



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  WHEREAS, the Authority (as successor to the Texas Turnpike Authority) and the
Trustee are each a party to a Trust Agreement dated as of July  1, 1989, as supplemented by the
First through Twelfth Supplemental Trust Agreements (collectively, the "Original Agreement"),
pursuant to which the Authority issued the Existing Bonds (as defined below), and the Authority
and the Trustee desire to amend and restate the Original Agreement in its entirety in the form of
this Agreement; and
  WHEREAS, the Authority is authorized to enter into this Agreement and to do or cause
to be done all the acts and things herein provided or required to be done as hereinafter
covenanted; and
  WHEREAS, this Agreement is intended to govern all matters relating to the bonds, and
also govern the operation of the Tollway and the improvement, extension, enlargements and
additions to the Tollway, as herein defined, and other matters relating to the Authority and the
Tollway as hereinafter provided; and
  WHEREAS, the execution and delivery of this Agreement have been duly authorized by
resolution of the Authority; and
  WHEREAS, all acts, conditions and things re quired by the Constitution and laws of the
State of Texas to happen, exist and be performed precedent to and in the execution and delivery
of this Agreement, have happened, exist and have been performed as so required, in order to
make this Agreement a valid, binding and legal trust agreement for the security of the bonds in
accordance with its terms; and
  WHEREAS, the Trustee has accepted the trusts created by this Agreement and in
evidence thereof has joined in the execution hereof;
  NOW, THEREFORE, THIS AGREEMENT WITNESSETH, that to obtain the
acceptance by the Trustee of the trusts hereby created, and for the purpose of fixing and
declaring the terms and conditions upon which the bonds are to be issued, executed, delivered,
secured and accepted by all persons who shall from time to time be or become owners thereof,
and in order to secure the payment of all the bonds at any time issued and outstanding hereunder
and the interest thereon according to their tenor, purport and effect, and in order to secure the
performance and observance of all of the covenants, agreements and conditions therein and
herein contained, the Authority has pledged and assigned and doe  s hereby pledge and assign to
the Trustee the tolls and other revenues of the Tollway and all moneys held by the Trustee in the
various funds and accounts created hereunder, to the extent provided in this Agreement, as
security,
  FIRST:  for the payment of the First Tier Bonds (defined below) and the interest thereon
  and as security for the satisfaction of any other obligation assumed by it in this
  Agreement in connection with the First Tier Bonds, and for the equal and proportionate
  benefit and security of all and singular the present and future owners of the First Tier
  Bonds issued and to be issued under this Agreement, without pref  erence, priority or
  distinction as to lien or otherwise, except as otherwise hereinafter provided, of any one
  First Tier Bonds over any other First Tier Bonds by reason of priority in the issuance,
  sale or negotiation thereof or otherwise; provided that the Trustee shall apply the security
  pledged hereunder to the payment of the princi pal of, and interest on, and other payments
  with respect to the First Tier Bonds and for the purposes and uses and in the order of



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  priority set forth herein prior to the payment of the principal of, and interest on, and other
  payments with respect to Second Tier Bonds; and
  SECOND:  subject to the security interest pledged for the security and payment of the
  First Tier Bonds, for the payment of the Second Tier Bonds (defined below) and the
  interest thereon and as security for the satisfaction of any other obligation assumed by it
  in this Agreement in connection with the Second Tier Bonds, and for the equal and
  proportionate benefit and security of all and singular the present and future owners of the
  Second Tier Bonds issued and to be issued under this Agreement, without preference,
  priority or distinction as to lien or otherwis e, except as otherwise hereinafter provided, of
  any one Second Tier Bonds over any other Second Tier Bonds by reason of priority in the
  issuance, sale or negotiation thereof or otherwise; provided that, the Trustee shall apply
  the security pledged hereunder to the payment of the principal of, and interest on, and
  other payments with respect to the Second Tier Bonds and for the purposes and uses and
  in the order of priority set forth herein subor dinate to the payment of the First Tier Bonds,
  but prior to the payment of the Third Tier Bonds, and
  THIRD:  subject to the security interest pledged for the security and payment of the First
  Tier Bonds and Second Tier Bonds, for the payment of the Third Tier Bonds (defined
  below) and the interest thereon and as security for the satisfaction of any other obligation
  assumed by it in this Agreement in connection with the Third Tier Bonds, and for the
  benefit and security of all and singular the present and future owners of the Third Tier
  Bonds issued and to be issued under this Agreement, in accordance with the priorities and
  distinctions as to lien as set forth in a Supplemental Agreement executed and delivered in
  accordance herewith; provided that, the Trustee shall apply the security pledged
  hereunder to the payment of the principal of, and interest on, and other payments with
  respect to the Third Tier Bonds and for the purposes and uses and in the order of priority
  set forth herein subordinate to the payment of the First Tier Bonds and Second Tier
  Bonds, as follows:

  ARTICLE I
  DEFINITIONS
  Section 101.  Meaning of Words and Terms.  In addition to words and terms elsewhere
defined in this Agreement, the following words and terms as used in this Agreement shall have
the following meanings:
  "Additional Bond Security" – any credit enhancement for specified bonds and any funds
received or obligations payable to the Authority, other than Net Revenues, which the Authority
chooses to include as security for specified First Tier Bonds, Second Tier Bonds and/or Third
Tier Bonds pursuant to a Supplemental Agreement as provided in Section 516;
  "Additional Bonds" – Additional First Tier Bonds, Additional Second Tier Bonds and
Additional Third Tier Bonds;
  "Additional First Tier Bonds" – those obligations, including bonds and First Tier Credit
Agreements, which the Authority reserves the right to issue, enter into, or incur under the
provisions of Section 208 of this Agreement, which are on a parity with the First Tier Bonds
insofar as the lien on Net Revenues is concerned;



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  "Additional Second Tier Bonds" – those obligations, including bonds and Second Tier
Credit Agreements, which the Authority reserves the right to issue, enter into, or incur under the
provisions of Section  209 of this Agreement, which are on a parity with the Second Tier Bonds
insofar as the lien on Net Revenues is concerned;
  "Additional Third Tier Bonds" - those obligations, including bonds and Third Tier Credit
Agreements, which the Authority reserves the right to issue, enter into, or incur under the
provisions of Section 210 of this Agreement, which are on a parity with the Third Tier Bonds
insofar as the lien on Net Revenues is concerned;
  "Agreement" or "Amended and Restated Agreement"– this Amended and Restated Trust
Agreement, together with all Supplemental Agreements;
  "Annual Budget" – the budget adopted or in effect for each Fiscal Year as provided in
Section 505 of this Agreement;
  "Assumed Variable Rate" – in the case of:
  (a)  bonds bearing interest at a Variable Rate, the greater of
  (1)  the average interest rate on such bonds for the most recently
  completed sixty (60) month period or the period such bonds have
  been Outstanding if it is less than sixty (60) months, or
  (2)  the rate to be determined pursuant to clause (b) below assuming
  the Outstanding bonds bearing interest at a Variable Rate were
  being issued on the date of calculation; and
  (b)  proposed Additional Bonds to be issued at a Variable Rate
  (1)  on the basis that, in the opinion of Bond Counsel to be delivered at
  the time of the issuance thereof, interest on such Additional Bonds
  would be excluded from gross income for federal income tax
  purposes, the greater of (i) the average of the Security Industry and
  Financial Markets Association Municipal Swap Index ("SIFMA
  Index") for the twelve (12) month period ending seven (7) days
  preceding the date of calculation plus 100 basis points, or (ii) the
  average of the SIFMA Index for the sixty (60) month period
  ending seven (7) days preceding the date of calculation plus 100
  basis points; and
  (2)  on a basis other than as described in clause (1), the greater of
  (i) the average of the London Interbank Offered Rate ("LIBOR")
  for the time period most closely resembling the reset period for the
  Additional Bonds for the twelve (12) month period ending seven
  (7) days preceding the date of calculation plus 100 basis points, or
  (ii) the average of LIBOR for the time period most closely
  resembling the reset period for the Additional Bonds for the sixty
  (60) month period ending seven (7) days preceding the date of
  calculation plus 100 basis points; and
  provided that if the SIFMA Index or LIBOR shall cease to be published, the index
  to be used in its place shall be that i ndex which the Authority, in consultation with
  the Financial Consultant, determines most closely replicates such index, as set forth


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  in a certificate of the Chief Financial Officer filed with the Trustee.
  Notwithstanding the foregoing, in no event shall the Assumed Variable Rate be in
  excess of the maximum interest rate allowed by law on obligations of the
  Authority;
  "Authority" – the North Texas Tollway Authority created by and operating pursuant to
Chapter 366 of the Texas Transportation Code, as amended, or, if said Authority shall be
abolished, the board, body or authority succeeding to the principal functions thereof, or to whom
the powers given by the Turnpike Act to the Authority shall be given by law;
  "Authorized Investments" – (i) any bonds or other obligations which as to principal and
interest constitute direct obligations of, or are unconditionally guaranteed by, the United States
of America, including Treasury Receipts evidencing ownership of future interest and principal
payments due on direct obligations of the United States of America;
  (ii)  bonds, participation certificates, or other obligations of any agency or
instrumentality of the United States of Americ a, including obligations of the Federal National
Mortgage Association, the Government National Mortgage Association,  the Federal Financing
Bank, the Federal Intermediate Credit Banks, Federal Farm Credit System, Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation, Farmers Home Administration, and Federal
Housing Administration;
  (iii)  new housing authority bonds issued by public agencies of a state or of
municipalities and fully secured as to the payment of both principal and inte  rest by a pledge of
annual contributions under an annual contributions contract or contracts with the United States of
America;
  (iv)  direct and general obligations of any state of the United States of America, any
municipality or school district of the State of Texas, or any  other political subdivision or agency
of the State of Texas to the payment of the principal of and interest on which the full faith and
credit of such entity, as the case may be, is pledged, provided that such obligations are rated, at
the time of purchase, in either of the two highest rating categories, without regard to rating sub-
categories, by a nationally recognized municipal or corporate rating agency;
  (v)  certificates of deposit, whether negotiable or non-negotiable, issued by any bank
or trust company organized under the laws of any state of the United States of America or any
national banking association, provided that such certificates of deposit shall be purchased
directly from such bank, trust company, or national banking association and shall be either (A)
continuously and fully insured by the Federal Deposit Insurance Corporation, or (B)
continuously and fully secured by such securities as are described above in clauses (i) through
(iv), inclusive, which shall have a market value (exclusive of accrued interest) at all times at least
equal to the principal amount of such certificates of deposit and shall be lodged with or as
directed by the Board, by the bank, trust company, or national banking association issuing such
certificates of deposit;
  (vi)  uncollateralized certificates of deposit of financial institutions which certificates
of deposit are rated, at the time of purchase, in one of the two highest rating categories, without
regard to rating sub-categories, by any nationally recognized municipal or corporate rating
agency;




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  (vii) repurchase agreements collateralized by obligations described above in clauses
(i) or (ii) with any registered broker/dealer subject to the Securities Investors' Protection
Corporation jurisdiction, which has an uninsured, unsecured and unguaranteed obligation rated
"Prime-l" or "A3" or better by Moody's and "A-1" or "A" or better by Standard & Poor's, or any
commercial bank with the above ratings, provided:
  (a)  a master repurchase agreement or specific written repurchase agreement governs
the transaction,
  (b)  the securities are held free and clear of any lien by the bond trustee or an
independent third party acting solely as agent for the bond trustee, and such third party is (1) a
Federal Reserve Bank, (2) a bank which is a member of the Federal Deposit Insurance
Corporation and which has combined capital, surplus, and undivided profits of not less than $25
million, or (3) a bank approved in writing for such purpose by each Bond Insurer, and the
Trustee shall have received written confirmation from such third party that it holds such
securities, free and clear of any lien, as agent for the Trustee,
  (c)  a perfected first security interest under the Uniform Commerce Code, or book
entry procedures prescribed at 31 CFR 306.1 et seq. in such securities is cr eated for the benefit of
the Trustee,
  (d)  the repurchase agreement has a term of six months or less, or the Authority will
value the collateral securities no less frequently  than monthly and will liquidate the collateral
securities if any deficiency in the required collateral percentage is not restored within two
business days of such valuation,
  (e)  the repurchase agreement matures on or before a debt service payment date (or
other appropriate liquidation period), and
  (f)  the fair market value of the securities in relation to the amount of the repurchase
obligation is equal to at least 100%;
  (viii)  banker's acceptances, Eurodollar deposits and certificates of deposit (in addition
to the certificates of deposit provided for by clauses (v) and (vi) above) of the domestic branches
of foreign banks having a capital and surplus of $1,000,000 or more, or any bank or trust
company organized under the laws of the United States of America or Canada, or any state or
province thereof, having capital and surplus, if located in the State of  Texas, in the amount of
$200,000,000, and, if located outside of the State of Texas, in the amount of $1,000,000,000;
provided that the aggregate maturity value of all such banker's acceptances and certificates of
deposit held at any time as investments of funds under this Agreement with respect to any
particular bank, trust company, or national association located in the State of Texas shall not
exceed 10% of the amount of its capital and surplus and with respect to any particular bank, trust
company, or national association located outside of the State of Texas shall not exceed 5% of its
capital and surplus; and provided further that any such bank, trust company, or national
association shall be rated in one of the two highest rating categories, without regard to rating
sub-categories, by any nationally recognized municipal or corporate rating agency;
  (ix)  municipal or corporate commercial paper rated, at the time of purchase, either "A-
1" or "P-1" or higher, or municipal or corporat e bonds or notes rated, at the time of purchase, in
one of the two highest rating categories, without regard to rating sub-categories, by any
nationally recognized municipal or corporate rating agency;


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  (x)  other unsubordinated securities or obligations issued or guaranteed (including a
guarantee in the form of a bank standby letter of credit) by any domestic cor  poration (including a
bank, national banking association, or trust company) which has outstanding, at the time of
investment, debt securities rated in one of the two highest rating categories, without regard to
rating sub-categories, by any nationally recognized municipal or corporate rating agency;
  (xi)  investments of any type described a nd permitted by any law of the State of Texas
applicable to the Authority; and
  (xii)  money market funds which invest solely in any of the above listed obligations;
  "Balloon Indebtedness" – a series of bonds of which 25% or more of the original
principal matures in the same annual period and is not required by the documents pursuant to
which such bonds were issued to be amortized by payment or redemption prior to that annual
period (excluding any contingent mandatory redemptions), provided that such bonds will not
constitute Balloon Indebtedness and will be assumed to amortize in accordance with its stated
terms if the Trustee is provided a certificate of the Chief Financial Officer certifying that such
bonds are not to be treated as Balloon Indebtedness;
  "bank" – any bank, trust company, or nationa l banking association organized or operating
under the laws of any state of the United States of America or of the United States of America;
  "Board" – the Board of Directors of the Authority;
  "Board Representative" – the Executive Director, the Deputy Executive Director, the
Chief Financial Officer, the Treasurer and the Director of Finance or such other individuals so
designated by the Authority to perform the duties of the Board Representative under this
Agreement;
  "bond," "bonds" or "Turnpike Revenue Bond" – unless otherwise specifically stated, the
Existing Bonds and the Additional Bonds;
  "Bondholder," or "holder," or "owner," or "registered owner" – the registered owner of
any bond as shown on the Trustee's Bond Registration records and books;
  "Bond Counsel for the Authority" – an attorney or firm of attorneys of recognized
standing and ability, specializing in the law pertaining to municipal bonds, selected by the
Authority and satisfactory to the Trustee;
  "Bond Insurance Policy" – an insurance policy issued by a Bond Insurer insuring or
guaranteeing the payment of principal of and interest on any bonds;
  "Bond Insurer" – an entity that insures or guarantees the payment of principal of and/or
interest on any of the bonds;
  "Bond Interest Accounts" – the First Tier Bond Interest Account, the Second Tier Bond
Interest Account and the Third Tier Bond Interest Account;
  "Capital Improvement Fund" – the Tollway Capital Improvement Fund created by
Section 507 of this Agreement;
  "Chief Financial Officer" – the Chief Financial Officer, the Treasurer or such other
individuals designated by the Board to perform the duties of the Chief Financial Officer under
this Agreement;



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  "Completion Bonds" — First Tier Bonds issued pursuant to Section 208(6) hereof;
  "Construction Fund" – the Tollway Construction Fund created and established by Section
401 of this Agreement;
  "Consulting Engineers" – the consulting civil engineer or engineering firm or corporation
at the time employed by the Authority pursuant to the provisions of Section 704(a) of this
Agreement to carry out the duties imposed by this Agreement on the Consulting Engineers;
  "Cost" – all obligations and expenses and all items of cost which are set forth in
Section 404 of this Agreement or are otherwise authorized to be incurred or paid under the
Turnpike Act;
  "Counsel for the Authority" – the General Counsel of the Authority, if there be such, or
such counsel as the Authority may from time to time by resolution designate to exercise any of
the duties or functions required by this Agreement to be exercised by Counsel for the Authority;
  "Credit Agreement" – a First Tier Credit Agreement, a Second Tier Credit Agreement,  or
a Third Tier Credit Agreement, as applicable;
  "Credit Provider" – any bank, financial institution, insurance company, surety bond
provider, or other entity which provides, executes, i ssues, or otherwise is a party to or provider of
a Credit Agreement;
  "Current Expenses" – the Authority's reasonable and necessary accrued current expenses
of maintaining, repairing and operating the Tollway including, without limiting the generality of
the foregoing, all ordinary and usual expenses of maintenance and repair, insurance, bridge
painting, all operating, policing, administrative and engineering expenses, all payments and
deductions as provided in the laws pertaining to the State Retirement System, fees and expenses
of the Trustee, legal and accounting expenses, and any other expens  es or obligations required to
be paid by the Authority under the provisions of  this Agreement or by law, but not including any
deposits or transfers to the credit of the Sinking Funds, the Reserve Maintenance Fund and the
Capital Improvement Fund;
  "Debt Service Requirements" – for any annual period (any Fiscal Year, or any other
consecutive twelve calendar month period), the aggregate amount of interest on and principal of
Outstanding bonds specified for the purposes for which Debt Service Requirements is to be
calculated, other than any Credit Agreement, and, with respect to any Credit Agreement, the
Payment Obligations relating thereto due in such period, as limited and calculated in the
following manner:
  (a)  Except as modified below, (i) for any Fiscal Year while the Authority's Fiscal
Year is the same as the calendar year, the aggregate amount of interest on and principal of the
bonds, including Payment Obligations, which was paid or redeemed or is scheduled to accrue
and be paid or redeemed after January 1 of such Fiscal Year and on the next following January 1;
it being understood and intended that for the Authority's currently established Fiscal Year each
such January 1 will be in the next following Fiscal Year; and (ii) for any consecutive twelve
calendar month period other than the calendar year, whether or not such period constitutes any
future Authority Fiscal Year, the aggregate amount of interest on and principal of the bonds,
including Payment Obligations, which was paid or redeemed or is scheduled to accrue and be
paid or redeemed during such consecutive twelve month period;



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  (b)  As to any annual period prior to the date of any calculation, such requirements
shall be calculated solely on the basis of bonds which were Outstanding as of the first day of
such period; and as to any future year such requirements shall be calculated solely on the basis of
bonds Outstanding as of the date of calculation plus any bonds then proposed to be issued as
Additional Bonds;
  (c)  Notwithstanding the foregoing, all amounts which are deposited to the credit of
the Bond Interest Accounts from original proceeds from the sale of any First Tier Bonds, Second
Tier Bonds or Third Tier Bonds, as applicable, or from any other lawfully available source (other
than the Revenue Fund and the investment income from the Operation and Maintenance Fund,
the Sinking Funds, and the Reserve Maintenance Fund), and which are used or scheduled to be
used to pay interest on such bonds during any annual period, shall be deemed to reduce the Debt
Service Requirements for any such annual period to the extent of such deposits; and the amount
of such deposits shall be excluded from and shall not constitute Debt Service Requirements for
any such annual period;
  (d)  If any of the bonds or proposed Additional Bonds bear interest at a Variable Rate
the interest rate on such bonds or Additional Bonds for all periods for which the interest rate is
not known, shall be assumed and deemed to be the Assumed Variable Rate;
  (e)  If any of the bonds or proposed Additional Bonds constitute Balloon Indebtedness
or Short-Term Indebtedness, then such amounts thereof as constitute Balloon Indebtedness or
Short-Term Indebtedness shall be treated as if such bonds are to be amortized in substantially
equal annual installments of principal and interest over the useful life of the improvements
financed with the proceeds of such Balloon Indebtedness or Short-Term Indebtedness as
calculated by, and set forth in, a certificate of the Chief Financial Officer.  Anything to the
contrary herein notwithstanding, during the annual period preceding the final maturity date of
such Balloon Indebtedness or, in the case of Shor t-Term Indebtedness, in each annual period, all
of the principal thereof shall be considered to be  due on the Stated Maturity or due date of such
Balloon Indebtedness or Short-Term Indebtedness unless the Authority provides to the Trustee,
prior to the beginning of such annual period, a certificate of a Financial Consultant certifying
that, in its judgment, the Authority will be able  to refund such Balloon Indebtedness or Short-
Term Indebtedness through the issuance of Additional Bonds, in which event the Balloon
Indebtedness or Short-Term Indebtedness shall be amortized over the term of such proposed
refunding Additional Bonds and shall be deemed to bear the interest rate specified in the
certificate of the Financial Consultant;
  (f)  Notwithstanding anything to the contrary in clause (e) above, with respect to
Short-Term Indebtedness that is part of a commercial paper or similar program of the Authority,
the amount of debt service of such Short-Term Indebtedness taken into account during any
annual period shall be equal to the principal component of debt service calculated using the
outstanding principal amount of such Short-Term Indebtedness on the date of calculation
amortized over the period ending on the date of the maximum maturity date under such program
on a level debt service basis at an interest rate deemed to be the Assumed Variable Rate
determined as if such Short-Term Indebte dness were Variable Rate Indebtedness; and
  (g)  Notwithstanding anything to the contrary contained in (a) through (e) above, the
Debt Service Requirements for each annual period for a series of Additional Bonds issued (i) in
conjunction with one or more Qualified Credit Agreements shall be deemed to be the total net


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=== PDF PAGE 15 ===
payments which the Board Representative certifies the Authority expects to pay in such annual
period with respect to such series of Additional Bonds after taking into account the principal and
interest payments and the Payment Obligations under such Qualified Credit Agreements made or
to be made in such annual period and the amounts  received or to be received from the Qualified
Credit Provider under such Qualified Credit Agreement in such annual period or (ii) as a series
of Variable Rate bonds, or one or more maturities within a series, of equal par amounts, issued
simultaneously with inverse floating interest rates providing a composite fixed interest rate for
such bonds taken as a whole, such composite fixe d rate shall be used in determining the Debt
Service Requirement with respect to such bonds;
  "Defeased Debt" – as defined in Section 1201(b) of this Agreement;
  "Depositary" – any bank selected by the Authority as a depositary of moneys under the
provisions of this Agreement, which may include the Trustee;
  "Designated Year" – as defined in Section 208(4)(d), Section 209(4)(d) or
Section 210(4)(d) of this Agreement, as applicable;
  "Estimated Date of Completion" – for any project, the estimated date on which said
project will be placed in operation;
  "Existing Bonds" – the Texas Turnpike Authority Dallas North Tollway System Revenue
Refunding Bonds, Series 1997 (the "Series 1997 Bonds"), the North Texas Tollway Authority
Dallas North Tollway System Revenue Refunding Bonds, Series 1997A (the "Series 1997A
Bonds"), the North Texas Tollway Authority Dallas North Tollway System Revenue Bonds,
Series 1998 (the "Series 1998 Bonds"), the North Texas Tollway Authority Dallas North
Tollway System Revenue Bonds, Series 2003A (the "Series 2003A Bonds"), the North Texas
Tollway Authority Dallas North Tollway System Revenue Refunding Bonds, Series 2003B (the
"Series 2003B Bonds"), the North Texas Tollway Authority Dallas North Tollway System
Revenue Bonds, Series 2003C (the "Series 2003C Bonds"), the North Texas Tollway Authority
Dallas North Tollway System Revenue Bonds, Series 2005A (the "Series 2005A Bonds"), the
North Texas Tollway Authority Dallas North Tollway System Variable Rate Revenue Bonds,
Series 2005B (the "Series 2005B Bonds"), the North Texas Tollway Authority Dallas North
Tollway System Variable Rate Revenue Bonds, Series 2005C (the "Series 2005C Bonds"), the
Payment Obligations of the Authority under the Standby Bond Purchase Agreement entered into
between the Authority and Lloyds TSB  Bank plc relating to the Series 2005B Bonds, the
Payment Obligations of the Authority under the Standby Bond Purchase Agreement entered into
between the Authority and DEPFA BANK plc relating to the Series 2005C Bonds, and the
Payment Obligations of the Authority under the ISDA Master Agreements entered into between
the Authority and each of Bear Stearns Financial Products Inc., Citibank N.A., New York, and
Lehman Brothers Derivative Products Inc., under the 2004 Swap Transactions in the respective
notional amounts of $50,680,000, $101,360,000, and $50,680,000 and under the 2005 Swap
Transactions in the respective notional amounts of $69,475,000, $34,737,500, and $34,737,500;
  "Event of Default" – as defined in Section 802 of this Agreement;
  "Financial Consultant" – a nationally recognized firm of inde  pendent professional
financial consultants knowledgeable in the financial operation of toll roads and having a
favorable reputation for skill and experience in the field of financial consultation relating to toll
roads;



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=== PDF PAGE 16 ===
  "First Tier Bond Interest Account" – an account in the First Tier Sinking Fund created by
Section 507 of this Agreement;
  "First Tier Bonds" – unless otherwise specifically stated, all Existing Bonds, including
the related Credit Agreements, and any bond, bonds,  note, notes, other obligation or obligations,
including any First Tier Credit Agreement, issued, incurred or entered into pursuant to Section
208 of this Agreement as Additional First Tier Bonds, or all of the foregoing, as the case may be,
authorized by law and issued under and secured by the provisions of this Agreement and any
supplement hereto;
  "First Tier Credit Agreement" – collectively, an obligation entered into on a parity with
the Outstanding First Tier Bonds in the form of a loan agreement, revolving credit agreement,
agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance
contract, commitments to purchase bonds, purchase or sale agreement, interest rate swap, cap
and floor agreement, or commitment or other contract or agreement authorized, recognized and
approved by the Authority as a First Tier Credit Agreement, whether authorized or approved in
anticipation of, simultaneously with, or subsequent to, the authorization of the First Tier Bonds
in connection with which it is executed;
  "First Tier Payment Obligations" – unless otherwise specifically stated, all amounts
payable by the Authority under a First Tier Credit Agreement less any amounts of principal or
interest payable with respect to any Additional First Tier Bonds pledged under a First Tier Credit
Agreement as collateral for the amounts due thereunder; and all such First Tier Payment
Obligation payments shall be deemed to constitute  principal payments of First Tier Bonds, and
shall be paid from the First Tier Redemption Account as provided in Section 511(a); provided,
however, that, if so provided in a First Tier Cr edit Agreement or in the proceedings approved by
the Authority in connection therewith, some or all of the amounts paya  ble under a First Tier
Credit Agreement may be designated to be Second Tier Payment Obligations or Third Tier
Payment Obligations;
  "First Tier Redemption Account" – an account  in the First Tier Sinking Fund created by
Section 507 of this Agreement;
  "First Tier Required Reserve" – as of any date an amount equal to the average annual
Debt Service Requirements of all First Tier Bonds Outstanding or to be Outstanding as of such
date;
  "First Tier Reserve Account" – an account in the First Tier Sinking Fund created by
Section 507 of this Agreement;
  "First Tier Reserve Surety Agreement" – any substitute for cash and Authorized
Investments in the First Tier  Reserve Account as provided for in Section 508(a) hereof;
  "First Tier Sinking Fund" – the First Tier Tollway Interest and Sinking Fund created by
Section 507 of this Agreement;
  "Fiscal Year" – presently, the same as the calendar year; or any other period hereafter
designated by the Authority as its Fiscal Year in accordance with law;
  "Fitch" – Fitch Ratings, or, if such corporation is dissolved or liquidated or otherwise
ceases to perform securities rating services, such other nationally recognized securities rating
agency as may be designated in writing by the Board;


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=== PDF PAGE 17 ===
  "Government Obligations" – as defined in Section 1201(e) of this Agreement;
  "Moody's" – Moody's Investors Service, Inc., or, if such corporation is dissolved or
liquidated or otherwise ceases to perform securities rating services, such other nationally
recognized securities rating agency as may be designated in writing by the Board;
  "Net Revenues" – with respect to any consecutive 12-month period or Fiscal Year, the
aggregate revenues or estimated aggregate revenues derived or estimated to be derived from the
ownership and operation of the Tollway in any such period or year, including all investment
income from the Revenue Fund, the Operation and Maintenance Fund, the Bond Interest
Accounts, the Redemption Accounts, the Reserve Accounts, the Reserve Maintenance Fund, and
the Capital Improvement Fund, and the investment income from the Construction Fund which is
deposited or estimated to be deposited to the credit of the Bond Interest Accounts, less the
Current Expenses for any such period or year; provided, however, any toll revenues collected by
the Authority that must be paid to TxDOT as revenue sharing payments pursuant to a project
agreement between the Authority and TxDOT shall not constitute revenues of the Tollway for
purposes of this Trust Agreement;
  "Operation and Maintenance Fund" – the Tollway Operation and Maintenance Fund
created by Section 506 of this Agreement;
  "Original Agreement"– the Trust Agreement, dated for convenience of reference as of
July 1, 1989, between the Authority and the Trustee as supplemented and expanded by the First
through Twelfth Supplemental Trust Agreements;
  "Outstanding" – when used with reference to the bonds, at any date of which the amount
of the Outstanding bonds is to be determined, the aggregate of all bonds secured by this
Agreement, except:
  (a)  bonds cancelled or delivered to the Paying Agent for cancellation at or prior to
such date;
  (b)  bonds for the full payment of the principal of, premium, if any, and interest on
which cash shall have been theretofore deposited with the Paying Agent and which (i) shall have
matured by their terms, or otherwise shall have become payable, but shall not have been
surrendered for payment or (ii) shall have been purchased by the Trustee but shall not have been
presented for payment;
  (c)  bonds which are deemed paid pursuant to Section 1201(b) of this Agreement; and
  (d)  bonds in exchange or in lieu of which other bonds have been delivered under this
Agreement;
  "Paying Agent" – the Trustee;
  "Payment Obligations" – First Tier Payment Obligations, Second Tier Payment
Obligations and Third Tier Payment Obligations;
  "Preliminary Budget" – the preliminary budget prepared pursuant to the provisions of
Section 505 of this Agreement;
  "Qualified Credit Agreement" – A First Tier Credit Agreement, a Second Tier Credit
Agreement, or a Third Tier Credit Agreement, as applicable, entered into with a Qualified Credit
Provider;


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=== PDF PAGE 18 ===
  "Qualified Credit Provider" – A Credit Provider (or its corporate pare  nt as guarantor of
its obligations under a Credit Agreement) whose long term debt is rated or whose credit rating is,
at the time the Qualified Credit Agreement is en tered into, in one of the three highest rating
categories by Moody's or S&P or Fitch, without regard to rating sub-categories;
  "Real Property" – any land, rights therein (including options), rights of way, franchises,
easements, rights of entry, leasehold interests, mineral interests, structures and pr  operty presently
attached to the realty or other interests in or appertaining to any land, and any estate therein,
either temporary or for a fixed period or permanent; and the term real property shall also include
all other property, if any, considered as real property under the laws of the State of Texas;
  "Redemption Accounts" – the First Tier Redemption Account, the Second Tier
Redemption Account and the Third Tier Redemption Account;
  "Redemption Premium" – the premium payable upon the call of any bond for redemption,
determined in accordance with the provisions of this Agreement;
  "Redemption Price" – the principal amount of any bond and the premium payable upon
the redemption thereof determined in accordance with the provisions of this Agreement together
with interest accrued to the date fixed for redemption;
  "Registered Bonds" – bonds registered in the name of the owner;
  "Registrar" – the Trustee;
  "Required Reserve" –the First Tier Required Reserve, the Second Tier Required Reserve,
or the Third Tier Required Reserve, as applicable;
  "Reserve Accounts" – the First Tier Reserve Account, the Second Tier Reserve Account
and the Third Tier Reserve Account;
  "Reserve Maintenance Fund" – the Tollway Reserve Maintenance Fund created by
Section 507 of this Agreement;
  "Reserve Surety Agreement" –a First Tier Reserve Surety Agreement, a Second Tier
Reserve Surety Agreement or a Third Tier Surety Agreement, as applicable;
  "Revenue Fund" – the Tollway Revenue Fund created by Section 503 of this Agreement;
  "Second Tier Bond Interest Account" – an account in the Second Tier Sinking Fund
created by Section 507 of this Agreement;
  "Second Tier Bonds" – unless otherwise specifically stated, any bond, bonds, note, notes,
other obligation or obligations, including any Second Tier Credit Agreement, issued, incurred or
entered into pursuant to Section 209 of this Agreement as Additional Second Tier Bonds, or all
of the foregoing, as the case may be, authorized by law and issued under and secured by the
provisions of this Agreement and any supplement hereto;
  "Second Tier Credit Agreement" – collectively, an obligation entered into on a parity
with the Outstanding Second Tier Bonds in the form of a loan agreement, revolving credit
agreement, agreement establishing a line of credit, letter of credit, reimbursement agreement,
insurance contract, commitments to purchase bonds, purchase or sale agreement, interest rate
swap, cap and floor agreement, or commitment or other contract or agreement authorized,
recognized and approved by the Authority as a Second Tier Credit Agreement, whether



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=== PDF PAGE 19 ===
authorized or approved in anticipation of, simultaneously with, or subsequent to, the
authorization of the bonds in connection with which it is executed;
  "Second Tier Payment Obligations" – unless otherwise specifically stated, all amounts
payable by the Authority under a Second Tier Credit Agreement less any amounts of principal or
interest payable with respect to any Additional Second Tier Bonds pledged under a Second Tier
Credit Agreement as collateral for the amounts due thereunder; and all such Second Tier
Payment Obligation payments shall be deemed to  constitute principal payments of Second Tier
Bonds, and shall be paid from the Second Tier Redemption Account as provided in Section
511(b); provided, however, that, if so provided in a Second Tier Credit Agreement or in the
proceedings approved by the Authority in connection therewith, some or all of the amounts
payable under a Second Tier Credit Agreement may be designated to be Third Tier Payment
Obligations; and provided further, that, all payment obligations under a First Tier Credit
Agreement which are designated to be Second Tier Payment Obligations shall be treated as and
constitute Second Tier Payment Obligations  for all purposes under this Agreement;
  "Second Tier Redemption Account" – an account in the Second Tier Sinking Fund
created by Section 507 of this Agreement;
  "Second Tier Required Reserve" – as of any date the amount set forth in the
Supplemental Agreements authorizing Second Tier Bonds Outstanding or to be Outstanding as
of such date;
  "Second Tier Reserve Account" – an account in the Second Tier Sinking Fund created by
Section 507 of this Agreement;
  "Second Tier Reserve Surety Agreement" – any substitute for cash and Authorized
Investments in the Second Tier Reserve Account as provided for in a Supplemental Agreement;
  "Second Tier Sinking Fund" – the Second Tier Tollway Interest and Sinking Fund
created by Section 507 of this Agreement;
  "SH 121 Turnpike" – the portion of State Highway 121 extending from Business SH 121
in Denton County to US 75 in Collin County, a total length of approximately twenty-six (26)
miles;
  "Short-Term Indebtedness" – all bonds that mature in less than 365 days and are issued as
Short-Term Indebtedness pursuant to Sections 209(6) or 210(6).  In the event a Credit Provider
has extended a line of credit or the Authority has undertaken a commercial paper or similar
program, only amounts actually borrowed under such line of credit or program and repayable in
less than 365 days shall be considered Short-Term Indebtedness and the full amount of such
commitment or program shall not be treated as Short-Term Indebtedness to the extent that such
facility remains available but undrawn;
  "Sinking Funds" – the First Tier Sinking Fund, the Second Tier Sinking Fund and the
Third Tier Sinking Fund.  The term "Sinking Fund" when used in any bond resolution
authorizing the issuance of bonds prior to the date of this Amended and Restated Trust
Agreement, in any bonds issued thereunder, and in any related Credit Agreements shall be
deemed to refer to the First Tier Sinking Fund;





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=== PDF PAGE 20 ===
  "Standard & Poor's" or "S&P" – Standard & Poor's Corporation or, if such corporation is
dissolved or liquidated or otherwise ceases to perform securities rating  services, such other
nationally recognized securities rating agency as may be designated in writing by the Board;
  "Stated Maturity" – for any bond, the scheduled maturity date or final mandatory sinking
fund redemption date of such bond;
  "Supplemental Agreement" or "Supplement" – any supplemental agreement to this
Agreement, now or hereafter duly authorized and entered into in accordance with the provisions
of Article XI hereof;
  "Swap Termination Payment Sub-Account" – the sub-account in the Third Tier
Redemption Account created by Section 517 of this Agreement;
  "Third Tier Bond Interest Account" – an account in the Th  ird Tier Sinking Fund created
by Section 507 of this Agreement;
  "Third Tier Bonds" – unless otherwise specifically stated, any bond, bonds, note, notes,
other obligation or obligations, including any Third Tier Credit Agreement, issued, incurred or
entered into pursuant to Section 210 of this Agreement as Third Tier Bonds, or all of the
foregoing, as the case may be, authorized by law and issued under and secured by the provisions
of this Agreement and any supplement hereto;
  "Third Tier Credit Agreement" – collectively,  an obligation entered into on a parity with
the Outstanding Third Tier Bonds in the form of a loan agreement, revolving credit agreement,
agreement establishing a line of credit, letter of credit, reimbursement agreement, insurance
contract, commitments to purchase bonds, purchase or sale agreement, interest rate swap, cap
and floor agreement, or commitment or other contract or agreement authorized, recognized and
approved by the Authority as a Third Tier Credit Agreement, whether authorized or approved in
anticipation of, simultaneously with, or subsequent to, the authorization of the bonds in
connection with which it is executed;
  "Third Tier Payment Obligations" – unless otherwise specifically stated, all amounts
payable by the Authority under a Third Tier Credit Agreement less any amounts of principal or
interest payable with respect to any Additional Third Tier Bonds pledged under a Third Tier
Credit Agreement as collateral for the amounts due  thereunder; and all such Third Tier Payment
Obligation payments shall be deemed to constitute principal payments of Third Tier Bonds, and
shall be paid from the Third Tier Redemption Account or sub-account therein as provided in
Section 511(c) and specified in a Supplemental Agreement; and all payment obligations under a
First Tier Credit Agreement or a Second Tier Credit Agreement which are designated to be Third
Tier Payment Obligations shall be treated as and constitute Third Tier Payment Obligations for
all purposes under this Agreement;
  "Third Tier Redemption Account" – an account  in the Third Tier Sinking Fund created by
Section 507 of this Agreement;
  "Third Tier Required Reserve" – as of any date the amount set forth in the Supplemental
Agreements authorizing Third Tier Bonds Outstanding or to be Outstanding as of such date;
  "Third Tier Reserve Account" – an account in the Third Tier Sinking Fund created by
Section 507 of this Agreement;



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=== PDF PAGE 21 ===
  "Third Tier Reserve Surety Agreement" – any substitute for cash and Authorized
Investments in the Third Tier  Reserve Account as provided for in a Supplemental Agreement;
  "Third Tier Sinking Fund" – the Third Tier Tollway Interest and Sinking Fund created by
Section 507 of this Agreement;
  "Toll Rate Schedule" – the schedule of tolls to be collected by the Authority established
by the Board pursuant to Section 501, including future increases or decreases that are approved
by the Board;
  "Tollway" or "NTTA System"– the presently existing turnpike system, as defined in the
recitals to the Agreement (including all bridges, tunnels, overpasses, underpasses, interchanges,
toll plazas, and administration, storage, and othe r buildings, facilities, and improvements which
the Authority has deemed necessary for the operation of the presently existing Tollway), together
with all property rights, easements and interests acquired by the Authority for the construction or
the operation of the presently existing Tollway, and together with all future improvements,
extensions, and enlargements or additions of the presently existing Tollway, and together with
any other turnpike project or facilities added to, grouped with, or otherwise constituted and
declared to be a part of the Tollway by the Authority in accordance with law and pursuant to
resolutions adopted by the Board;
  "Traffic Engineers" – the traffic engineer or engineering firm or corporation at the time
employed by the Authority pursuant to the provisions of Section 704(b) of this Agreement to
carry out the duties imposed by this  Agreement on the Traffic Engineers;
  "Trustee" – Wells Fargo Bank, N.A. (as successor trustee to NCNB Texas National Bank,
Dallas, Texas), or its successor as Trustee under the provisions of this Agreement;
  "Turnpike Act" – Chapter 366 of the Texas Transportation Code, as amended;
  "TxDOT" – the Texas Department of Transportation, or any successor thereto;
  "Value of Authorized Investments" – the amortized value of any Authorized Investments,
provided, however, that all United States of America, United States Treasury Obligations – State
and Local Government Series shall be valued at par and those obligations which are redeemable
at the option of the holder shall be valued at the price at which such obligations are then
redeemable.  The computations made under this paragraph shall include accrued interest on the
investment securities paid as a part of the purchase price thereof and not collected.  For the
purposes of this definition "amortized value", when used with respect to a security purchased at
par means the purchase price of such security and when used with respect to a security purchased
at a premium above or discount below par, means as of any subsequent date of valuation, the
value obtained by dividing the total premium or discount by the number of interest payment
dates remaining to maturity on any such security after such purchase and by multiplying the
amount as calculated by the number of interest payment dates having passed since the date of
purchase and (i) in the case of a security purchased at a premium, by deducting the product thus
obtained from the purchase price, and (ii) in the case of a security purchased at a discount, by
adding the product thus obtained to the purchase price; and
  "Variable Rate" – interest on a bond which does not have a predetermined fixed rate or
rates to maturity.




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=== PDF PAGE 22 ===
  Section 102.  Miscellaneous Definitions.  Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders.  Unless
the context shall otherwise indicate, the words "bond," "owner," "holder," and "person" shall
include the plural as well as the singular number and the word "person" shall include
corporations and associations, including public bodies, as well as natural persons.
  Section 103.  Signing of Certificates.  Certificates to be signed by the Consulting
Engineers, Traffic Engineers, Bond Counsel, General Counsel or other partnerships, firms or
corporations, may be signed by any partner or officer of, or any representative designated by, the
organization making the certificate.

  ARTICLE II
  AUTHORIZATION AND ISSUANCE OF ADDITIONAL BONDS
  Section 201.  Additional Bonds.  The bond or bonds of the Authority are hereby
authorized to be issued and delivered for the purposes authorized by law pursuant to the
provisions of this Agreement.
  Section 202.  Designation of Bonds.  Each bond shall be designated as provided in the
respective Supplement authorizing such bond.
  Section 203.  Details of Additional Bonds.  The Supplements authorizing Additional
Bonds or the proceedings approved by the Authority in connection therewith shall provide the
terms of the Additional Bonds, including the dated dates, interest rates, interest payment dates,
principal amounts, principal payment dates, and prepayment and redemption terms.
  Section 204.  Interest on Additional Bonds.  The unpaid principal balance of the
Additional Bonds shall bear interest, and said interest shall be payable, all in the manner
provided and at the rates and on the dates stated in the Supplement authorizing the Additional
Bonds or the proceedings approved by the Authority in connection therewith.
  Section 205.  Form of Additional Bond.  The form of the Additional Bond, including
the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas
to be endorsed on the Additional Bond, shall be established as provided in the respective
Supplements authorizing its issuance or the proceedings approved by the Authority in connection
therewith.
  Section 206.  Registration, Transfer, Substitution, and Description of Additional
Bonds.  The Supplemental Agreement pursuant to which Additional Bonds are issued or the
proceedings approved by the Authority in connection therewith shall set forth requirements with
respect to the registration and tr ansfer, ownership, payment of principal and interest payments,
conversion, exchange, replacement, authentication and all other terms of each series of
Additional Bonds.
  Section 207.  [RESERVED]
  Section 208.  Issuance of Additional First Tier Bonds.  (1) To the extent and in the
manner provided in this Section, the Authority reserves and shall have the right a  nd power to
issue or incur, at one time or from time to time,  additional parity obligations, including First Tier
Credit Agreements, which Additional First Tier Bonds, when issued, shall be secured by and
payable from a lien on and pledge of the Net Revenues equally and ratably with, and in the same


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manner and to the same extent as the Outstanding First Tier Bonds, and shall be payable from
and secured by the First Tier Sinking Fund and shall be in all respects of equal dignity and on a
parity with any then Outstanding First Tier Bonds.
  (2)  Additional First Tier Bonds may be issued for any purpose th  en authorized by
law, including the refunding of obligations at any time authorized and issued by the Authority,
and/or the interest thereon.  Such Additional First  Tier Bonds shall be dated, bear interest (either
fixed, variable, or a combination thereof), mature, and shall or may be subject to mandatory or
optional redemption prior to maturity with moneys from the First Tier Sinking Fund, shall be
payable from such source or sources, and shall be executed, sold, and delivered, all as is
provided in the resolution authorizing the issuance  of such Additional First Tier Bonds, provided
that the provisions of said bonds shall not be in conflict with the provisions of this Agreement.
Such Additional First Tier Bonds shall be issued, executed, and delivered in the form and
manner as prescribed in the resolution authoriz ing same, and said Additional First Tier Bonds
shall be secured and payable as in this Agreement and said bond resolution provided, and shall
be considered to be on a parity with the other First Tier Bonds with respect to the Net Revenues.
  (3)  Additional First Tier Bonds shall be issued and delivered only after adoption by
the Authority of a resolution of the Authority which shall (i) authorize said bonds and direct their
delivery, (ii) describe in brief and general terms the purpose or purposes for which such bonds
are to be issued, (iii) specify and determine the title and other provisions of such bonds in
accordance with paragraph (2) of this Section, (i v) set forth or provide for the approval of the
form of bond, and (v) provide for the retirement of such bonds from the First Tier Redemption
Account or otherwise, provided that the provisions with respect to such bonds shall not be in
conflict with the provisions of this Agreement.
  (4)  Upon their authorization by resolution of the Authority as aforesaid, the First Tier
Bonds of a series issued under this Section 208 shall be issued in the manner hereinabove set
forth or referred to, and shall be delivered to the purchasers thereof, but before, or concurrently
with, the delivery of said bonds to such purchasers there shall have been filed with the Trustee
the following:
  (a)  a copy, certified by the Secretary of the Board, of the said resolution of the
  Authority authorizing said bonds and directing their delivery to the purchasers;
  (b)  a certificate by the Consulting Engineers setting forth their opinions as to: (1) the
  aggregate estimated amount of the cost of th e acquisition or construction of the project or
  projects for which the First Tier Bonds are to be issued, (2) the Estimated Date of
  Completion for such project or projects, and (3) the estimated amount of Current
  Expenses for each of the Fiscal Years through the repayment of all Outstanding First Tier
  Bonds, Second Tier Bonds and Third Tier Bonds, and all other obligations of the
  Authority secured by Net Revenues (excluding any bonds or obligations being refunded),
  including the First Tier Bonds proposed to be issued (provided that items (1) and (2) shall
  be eliminated with respect to First Tier Bonds issued solely for refunding purposes, and
  item (3) shall be eliminated if the certificate  described in Section 208(5)(a) is to be used
  with reference to a Designated Year and in the case of First Tier Bonds issued to refund
  Outstanding First Tier Bonds which do not cause an increase in then existing average
  annual Debt Service Requirements of the First Tier Bonds;




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  (c)  a certificate by the Traffic Engineers setting forth their opinion as to the aggregate
  estimated amount of revenues which the Authority should derive from the operation and
  ownership of the Tollway (which revenues shall be deemed to include all investment
  income from the Revenue Fund, the Operation and Maintenance Fund, the Bond Interest
  Accounts, the Redemption Accounts, the Reserve Accounts, the Reserve Maintenance
  Fund, the Construction Fund, and the Capital Improvement Fund, as estimated by the
  Chief Financial Officer) under the Toll Rate Schedule referred to, set forth in, or attached
  to, said certificate, for each of the Fiscal Years through the repayment of all Outstanding
  First Tier Bonds, Second Tier Bonds and Third Tier Bonds, and all other obligations of
  the Authority secured by Net Revenues (excluding any bonds or obligations being
  refunded), including the First Tier Bonds proposed to be issued; provided that this
  certificate shall not be required if the certificate described in Section 208(5)(a) is to be
  used with reference to a Designated Year; and
  (d)  a certificate (dated not earlier than ninety days prior to the date upon which the
  resolution authorizing such Additional First  Tier Bonds is adopted) by a certified public
  accountant of recognized standing and ability, stating (1) the Net Revenues either for the
  period of the preceding Fiscal Year or for a ny consecutive twelve calendar month period
  ending not more than ninety days prior to the date of said certificate (with either of said
  annual periods being hereinafter referred to as the "Designated Year"); (2) the Debt
  Service Requirements for the Designated Year, (3) the annual Debt Service Requirements
  for all Outstanding First Tier Bonds, Second Tier Bonds and Third Tier Bonds and all
  other outstanding obligations of the Authority secured by Net Revenues (excluding any
  bonds or obligations being refunded) and the First Tier Bonds then proposed to be
  delivered; and (4) in the case of First Tier Bonds proposed to be issued to refund
  Outstanding First Tier Bonds, (i) the average annual Debt Service Requirements for all
  Outstanding First Tier Bonds (including any First Tier Bonds being refunded but
  excluding the First Tier Bonds then proposed to be delivered) and (ii) the average annual
  Debt Service Requirements for all Outstanding First Tier Bonds (excluding any First Tier
  Bonds being refunded) and the First Tier Bonds then proposed to be delivered; provided
  that items (1) and (2) above shall be stated only if the certificate described in
  Section 208(5)(a) is to be used with reference to a Designated Year.
  (e)  a certificate signed by a Board Representative to the effect that no default has
  occurred and is continuing under this Agreement.
  (f)  the certificate of the Chief Financial Officer regarding transfers from the Revenue
  Fund required under Section 507(b) of this Agreement.
  (5)  When the documents mentioned above shall have been filed with the Trustee and
when the First Tier Bonds authorized by the resolution mentioned in Section 208(4)(a) shall have
been executed in accordance with this Agreement and said bond resolution, the Authority may
deliver said bonds at one time to or upon the order of the purchasers named in said resolution,
upon receipt by the purchasers and the Trustee of  an opinion of Bond Counsel for the Authority
stating that the signer is of the opinion that the issuance of such bonds has been duly authorized
and that all conditions precedent to the delivery of such bonds have been fulfilled; provided that,
except in the case of refunding bonds being issued to refund Outstanding First Tier Bonds which
do not cause an increase in then existing averag e annual Debt Service Requirements of the First
Tier Bonds, such bonds shall not be delivered unless there shall have been filed with the Trustee


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an additional certificate by the Chief Financial Offi cer (based on the aforesaid certificates of the
Consulting Engineers, the Traffic Engineers, and the certified public accountant, as applicable)
certifying either:
  (a)  that the Net Revenues during the Designated Year (based on actual, and not
  estimated, aggregate gross revenues and Current Expenses) were at least 1.35 times the
  average annual Debt Service Requirements for all then Outstanding First Tier Bonds and
  Second Tier Bonds (excluding any bonds being refunded) and the First Tier Bonds
  proposed to be delivered; or, in the alternative,
  (b)  that the estimated Net Revenues for the cu rrent and each Fiscal Year after the date
  of said certificate are at least:
  (1) 1.35 times the Debt Service Requirements for each such Fiscal Year
  for all then Outstanding First Tier Bonds (excluding any bonds being refunded)
  and the First Tier Bonds then proposed to be delivered;
  (2) 1.20 times the Debt Service Requirements for each such Fiscal Year
  for all then Outstanding First Tier Bonds and Second Tier Bonds (excluding any
  bonds being refunded) and the First Tier Bonds then proposed to be delivered;
  and
  (3) 1.00 times the Debt Service Requirements for each such Fiscal Year
  for all then Outstanding First Tier Bonds, Second Tier Bonds, Third Tier Bonds,
  and all other outstanding obligations of the Authority secured by Net Revenues
  (excluding any bonds or obligations being refunded) and the First Tier Bonds then
  proposed to be delivered.
  (6)  To finance the costs of completion of (a) the SH 121 Turnpike or (b) any
improvements, extensions or enlargements to th e NTTA System financed with the proceeds of
Additional First Tier Bonds, the Authority may, without complying with the provisions of
Section 208(5)(a) or (b), issue Additional First Tier Bonds in a principal amount not in excess of
10% of the principal amount of the original First Tier Bonds issued to finance such facilities, if
prior to the issuance thereof there is delivered  to the Trustee a certificate of the Consulting
Engineers stating:  (i) that at the time the original First Tier Bonds for the facilities to be
completed were issued, the Authority had reason to believe that the proceeds of such First Tier
Bonds together with other moneys then expected to be available would provide sufficient
moneys for the completion of such facilities; (ii) the amount es  timated to be needed to so
complete the facilities; and (iii) that the proceeds of such First Tier Bonds to be applied to the
completion of the facilities, together with a r easonable estimate by the Chief Financial Officer of
(A) investment income to be earned on such proceeds and available to pay such costs, (B) the
amount of moneys, if any, committed to such completion from available cash or marketable
securities and reasonably estimated earnings thereon, (C) enumerated bank loans (including
letters or lines of credit), and (D) any other moneys reasonably expected to be available, will be
in an amount not less than the estimated amount  needed to complete the facilities set forth in
such certificate of the Consulting Engineers.  The principal amount of the Completion Bonds to
be used in assessing whether the test set forth in  this Section 208(6) has been met shall include
the amount required to (a) provide completed and  equipped facilities of substantially the same
type and scope contemplated at the time such prior First Tier Bonds were originally issued,
(b) provide for capitalized interest during the period of construction, (c) provide the required


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deposit, if any, to cause the balance in the First Tier Reserve Account to equal the First Tier
Required Reserve, and (d) pay the costs and expenses of issuing such First Tier Bonds.
  (7)  Immediately after the delivery of any Additional First Tier Bonds issued under
this Section 208, the Authority shall deposit the proceeds thereof, if any, (including accrued
interest, if any, collected at the time of the delivery of such bonds) with the Trustee, which shall
in turn deposit said proceeds as follows:
  (a)  Into the First Tier Bond Interest Account, such amount (if any) as may be directed
  by the resolution authorizing said bonds;
  (b)  Into the First Tier Reserve Account, such amount, if and to the extent necessary,
  as will cause the First Tier Reserve Account to contain an aggregate amount at least equal
  to the First Tier Required Reserve; provided that either nothing or a lesser amount may
  be so deposited if an appropriate and equivalent First Tier Reserve Surety Agreement is
  substituted for all or any part of the cash th at otherwise would have been required to be
  so deposited.
  (c)  The balance of such proceeds remaining after the foregoing payments shall be
  disposed of as provided in the resolution authorizing the issuance of said First Tier
  Bonds.
  (8)  Notwithstanding anything to the contrary contained in this Section 208, the
Authority may enter into First Tier Credit Agreements constituting Qualified Credit Agreements
in connection with First Tier Bonds and the First Tier Payment Obligations as specified
thereunder may be secured by and made payable  from a lien on and pledge of the pledged Net
Revenues on a parity with the Outstanding First Tier Bonds.  In addition, the Trustee shall
withdraw from the Revenue Fund for deposit into the First Tier Redemption Account such
amounts as are necessary for the Authority to pay such First Tier Payment Obligations in
accordance with Section 507 of the Agreement.
  Section 209.  Issuance of Additional Second Tier Bonds.  (1) To the extent and in the
manner provided in this Section, the Authority reserves and shall have the right a  nd power to
issue or incur, at one time or from time to time, additional subordinate obligations, including
Second Tier Credit Agreements, which Additional Second Tier Bonds, when issued, shall be
secured by and payable from a lien on and pledge of the Net Revenues subordinate to the First
Tier Bonds (including any Additional First Tier Bonds), but equally and ratably with, and in the
same manner and to the same extent as any other Outstanding Additional Second Tier Bonds,
and shall be payable from and secured by the Second Tier Sinking Fund and shall be in all
respects of equal dignity and on a parity with any then Outstanding Second Tier Bonds.
  (2)  Additional Second Tier Bonds may be issued for any purpose then authorized by
law, including the refunding of obligations at any time authorized and issued by the Authority,
and/or the interest thereon.  Such Additional Second Tier Bonds shall be dated, bear interest
(either fixed, variable, or a combination thereof), mature, and shall or may be subject to
mandatory or optional redemption prior to matur ity with moneys from the Second Tier Sinking
Fund, shall be payable from such source or sour ces, and shall be executed, sold, and delivered,
all as is provided in the resolution authorizing the issuance of such Additional Second Tier
Bonds, provided that the provisions of said bonds shall not be in conflict with the provisions of
this Agreement.  Such Additional Second Tier Bonds shall be issued, executed, and delivered in



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the form and manner as prescribed in the resolution authorizing same, and said Additional
Second Tier Bonds shall be secured and payable as in this Agreement and said bond resolution
provided, and shall be considered to be on a parity with the other Additional Second Tier Bonds
issued under this Section with respect to the Net Revenues.
  (3)  Additional Second Tier Bonds shall be issued and delivered only after adoption
by the Authority of a resolution of the Authority which shall (i) authorize said bonds and direct
their delivery, (ii) describe in brief and general terms the purpose or purposes for which such
bonds are to be issued, (iii) specify and determine the title and other provisions of such bonds in
accordance with paragraph (2) of this Section, (i v) set forth or provide for the approval of the
form of bond, and (v) provide for the retirement  of such bonds from the Second Tier Redemption
Account or otherwise, provided that the provisions with respect to such bonds shall not be in
conflict with the provisions of this Agreement.
  (4)  Upon their authorization by resolution of the Authority as aforesaid, the Second
Tier Bonds of a series issued under this Section 209 which do not constitute Short-Term
Indebtedness shall be issued in the manner hereinabove set forth or referred to, and shall be
delivered to the purchasers thereof, but before, or concurrently with, the delivery of said bonds to
such purchasers there shall have been filed with the Trustee the following:
  (a)  a copy, certified by the Secretary of the Board, of the said resolution of the
  Authority authorizing said bonds and directing their delivery to the purchasers;
  (b)  a certificate by the Consulting Engineers setting forth their opinions as to: (1) the
  aggregate estimated amount of the cost of th e acquisition or construction of the project or
  projects, if any, for which the bonds are to be issued, (2) the Estimated Date of
  Completion for said project or projects, and (3) the estimated amount of Current
  Expenses for each of the Fiscal Years through the repayment of all Outstanding First Tier
  Bonds, Second Tier Bonds and Third Tier Bonds, and all other obligations of the
  Authority secured by Net Revenues (excluding any bonds or obligations being refunded),
  including the Second Tier Bonds proposed to be issued (provided that items (1) and (2)
  shall be eliminated with respect to Second Tier Bonds issued solely for refunding
  purposes, and item (3) shall be eliminated if  the certificate described in Section 209(5)(a)
  is to be used with reference to a Designated Year and in the case of refunding bonds
  issued to refund First Tier Bonds or Second Ti er Bonds which do not cause an increase in
  then existing average annual Debt Service Requirements of the First Tier Bonds and the
  Second Tier Bonds;
  (c)  a certificate by the Traffic Engineers setting forth their opinion as to the aggregate
  estimated amount of revenues which the Authority should derive from the operation and
  ownership of the Tollway (which revenues shall be deemed to include all investment
  income from the Revenue Fund, the Operation and Maintenance Fund, the Bond Interest
  Accounts, the Redemption Accounts, the Reserve Accounts, the Reserve Maintenance
  Fund, the Construction Fund, and the Capital Improvement Fund, as estimated by the
  Chief Financial Officer) under the Toll Rate Schedule referred to, set forth in, or attached
  to, said certificate, for each of the Fiscal Years through the repayment of all Outstanding
  First Tier Bonds, Second Tier Bonds and Third Tier Bonds, and all other obligations of
  the Authority secured by Net Revenues (excluding any bonds or obligations being
  refunded) including the Second Tier Bonds proposed to be issued; provided that this


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  certificate shall not be required if the certificate described in Section 209(5)(a) is to be
  used with reference to a Designated Year; and
  (d)  a certificate (dated not earlier than ninety days prior to the date upon which the
  resolution authorizing such Additional Second Tier Bonds is adopted) by a certified
  public accountant of recognized standing and ability, stating (1) the Net Revenues either
  for the period of the preceding Fiscal Year or for any consecutive twelve calendar month
  period ending not more than ninety days prior to the date of said certificate (with either of
  said annual periods being hereinafter referred to as the "Designated Year"); (2) the Debt
  Service Requirements for the Designated Year; (3) the annual Debt Service Requirements
  for all Outstanding First Tier Bonds, Second Tier Bonds and Third Tier Bonds and all
  other outstanding obligations of the Authority secured by Net Revenues (excluding any
  bonds or obligations being refunded) and the Second Tier Bonds then proposed to be
  delivered; and (4) in the case of Second Tier Bonds proposed to be issued to refund First
  Tier Bonds or Second Tier Bonds, (i) the average annual Debt Service Requirements for
  all Outstanding First Tier Bonds and Second Tier Bonds (including any First Tier Bonds
  or Second Tier Bonds being refunded but excluding the Second Tier Bonds then
  proposed to be delivered) and (ii) the average annual Debt Service Requirements for all
  Outstanding First Tier Bonds and Second Tier Bonds (excluding any First Tier Bonds or
  Second Tier Bonds being refunded) and the Second Tier Bonds then proposed to be
  delivered; provided that items (1) and (2) above shall be stated only if the certificate
  described in Section 209(5)(a) is to be used with reference to a Designated Year.
  (e)  a certificate signed by a Board Representative to the effect that no default has
  occurred and is continuing under this Agreement.
  (f)  the certificate of the Chief Financial Officer regarding transfers from the Revenue
  Fund required under Section 507(b) of this Agreement.
  (5)  When the documents mentioned above shall have been filed with the Trustee and
when the Second Tier Bonds not constituting Short-Term Indebtedness authorized by the
resolution mentioned in Section 209(4)(a) shall have been execu  ted in accordance with this
Agreement and said bond resolution, the Authority may deliver said bonds at one time to or upon
the order of the purchasers named in said resolution, upon receipt by the purchasers and the
Trustee of an opinion of Bond Counsel for the Authority stating that the signer is of the opinion
that the issuance of such bonds has been duly aut horized and that all conditions precedent to the
delivery of such bonds have been fulfilled; provided that, except in the case of refunding bonds
being issued to refund Outstanding First Tier Bonds or Second Tier Bonds which do not cause an
increase in then existing average annual Debt Service Requirements of the First Tier Bonds and
Second Tier Bonds, such bonds shall not be delivered unless there shall have been filed with the
Trustee an additional certificate by the Chief Financial Officer (based on the aforesaid
certificates of the Consulting Engineers, the Traffic Engineers, and the certified public
accountant, as applicable) certifying either:
  (a)  that the Net Revenues during the Designated Year (based on actual, and not
  estimated, aggregate gross revenues and Current Expenses) were at least 1.20 times the
  average annual Debt Service Requirements for all then Outstanding First Tier Bonds and
  Second Tier Bonds (excluding any bonds being refunded) and the Second Tier Bonds
  proposed to be delivered; or, in the alternative,


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=== PDF PAGE 29 ===
  (b)  that the estimated Net Revenues for the cu rrent and each Fiscal Year after the date
  of said certificate are at least:
  (1) 1.20 times the Debt Service Requirements for each such Fiscal Year
  for all then Outstanding First Tier Bonds and Second Tier Bonds (excluding any
  bonds being refunded) and the Second Tier Bonds then proposed to be delivered;
  and
  (2) 1.00 times the Debt Service Requirements for each such Fiscal Year
  for all then Outstanding First Tier Bonds, Second Tier Bonds, Third Tier Bonds,
  and all other outstanding obligations of the Authority secured by Net Revenues
  (excluding any bonds or obligations being refunded) and the Second Tier Bonds
  then proposed to be delivered.
  (6)  The Authority agrees that it will not issue any Additional Second Tier Bonds
constituting Short-Term Indebtedness unless immediately after the incurrence of such Short-
Term Indebtedness, the outstanding principal amount of all bonds Outstanding in the form of
Short-Term Indebtedness will not exceed thirty-f ive percent (35%) of the aggregate principal
amount of all Outstanding bonds.  Short-Term Indebtedness issued pursuant to this subsection
will be on a parity with other Second Tier Bonds.
  (7)  Immediately after the delivery of any Additional Second Tier Bonds issued under
Section 209(4) and (5), the Authority shall deposit the proceeds thereof, if any, (including
accrued interest, if any, collected at the time of the delivery of such bonds) with the Trustee,
which shall in turn deposit said proceeds as follows:
  (a)  Into the Second Tier Bond Interest Account, such amount (if any) as may be
  directed by the resolution authorizing said bonds;
  (b)  Into the Second Tier Reserve Account, such amount, if any, as set forth in the
  Supplemental Agreement establishing the Second Tier Reserve Account or sub-account
  therein or authorizing the Additional Second Tier Bonds.  Each Supplement authorizing
  or providing for Second Tier Bonds shall specify if that series of Second Tier Bonds is to
  be secured by the Second Tier Reserve Account and, if so, the Second Tier Required
  Reserve for such Second Tier Bonds.
  (c)  The balance of such proceeds remaining after the foregoing payments shall be
  disposed of as provided in the resolution authorizing the issuance of said Second Tier
  Bonds.
  (8)  Notwithstanding anything to the contrary contained in this Section 209, the
Authority may enter into Second Tier Credit Agreements constituting Qualified Credit
Agreements in connection with Second Tier Bonds and the Second Tier Payment Obligations as
specified thereunder may be secured by and made payable from a lien on and pledge of the
pledged Net Revenues on a parity with the Outstanding Second Tier Bonds.  In addition, the
Trustee shall withdraw from the Revenue Fund for deposit into the Second Tier Redemption
Account such amounts as are necessary for the Authority to pay such Second Tier Payment
Obligations in accordance with Section 507 of this Agreement.
  Section 210.  Issuance of Third Tier Bonds.  (1) The Authority reserves and shall have
the right and power to issue or incur, at one time or from time to time, additional subordinate
obligations, including Third Tier Credit Agreements, which Additional Third Tier Bonds, when


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=== PDF PAGE 30 ===
issued, shall be secured by and payable from a lien on and pledge of the Net Revenues
subordinate to all First Tier Bonds and Second Tier Bonds (including any Additional First Tier
Bonds and Additional Second Tier Bonds).  Each series of Additional Third Tier Bonds shall be
created pursuant to a supplemental agreement and shall identify the level of subordination and
the priority of payment to which such series is  entitled, provided, however, that in no event shall
the priority of payment be above that of any First Tier Bond or Second Tier Bond (including any
Additional First Tier Bonds or Additional Second Tier Bonds).  Additional Third Tier Bonds
may be issued on different levels of priority within the Third Tier Bonds, and shall be identified
by class, with class A ranking as the highest level of priority and all other classes in descending
order of priority in accordance with their alphabetical ranking.
  (2)  Additional Third Tier Bonds may be issued for any purpose then authorized by
law, including the refunding of obligations at any time authorized and issued by the Authority,
and/or the interest thereon.  Such Additional Third Tier Bonds shall be dated, bear interest (either
fixed, variable, or a combination thereof), mature, and shall or may be subject to mandatory or
optional redemption prior to maturity with moneys from the Third Tier Sinking Fund, shall be
payable from such source or sources, and shall be executed, sold, and delivered, all as is
provided in the supplemental agreement authorizing the issuance of such Additional Third Tier
Bonds, provided that the provisions of said bonds shall not be in conflict with the provisions of
this Agreement and the priority of payment of such bonds shall be established as set forth above.
Such Additional Third Tier Bonds shall be issued, executed, and delivered in the form and
manner as prescribed in the resolution authorizing same, and said Additional Third Tier Bonds
shall be secured and payable as in this Agreement and said resolution provided.
  (3)  Additional Third Tier Bonds shall be issued and delivered only after adoption by
the Authority of a resolution of the Authority which shall (i) authorize said bonds and direct their
delivery, (ii) describe in brief and general terms the purpose or purposes for which such bonds
are to be issued, (iii) specify and determine the title and other provisions of such bonds in
accordance with paragraph (2) of this Section, (iv) authorize a supplemental agreement hereto
setting forth the terms of such Third Tier Bonds, including the level of subordination and priority
of payment therefor, and establishing funds for th e payment of such Additional Third Tier Bonds
and (v) provide for the retirement of such bonds from the Third Tier Redemption Account or a
sub-account therein or otherwise, provided that the provisions with respect to such bonds shall
not be in conflict with the provisions of this Agreement.
  (4)  Upon their authorization by resolution of the Authority as aforesaid, the Third
Tier Bonds of a series issued under this Section 210 which do not constitute Short-Term
Indebtedness shall be issued in the manner hereinabove set forth or referred to, and shall be
delivered to the purchasers thereof, but before, or concurrently with, the delivery of said bonds to
such purchasers there shall have been filed with the Trustee the following:
  (a)  a copy, certified by the Secretary of the Board, of the said resolution of the
  Authority authorizing said bonds and directing their delivery to the purchasers;
  (b)  a certificate by the Consulting Engineers setting forth their opinions as to: (1) the
  aggregate estimated amount of the cost of the acquisition or construction of the project
  for which the bonds are to be issued, if any, (2) the Estimated Date of Completion for any
  such project, and (3) the estimated amount of Current Expenses for each of the Fiscal
  Years through the repayment of all Outstanding First Tier Bonds, Second Tier Bonds and


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Third Tier Bonds, and all other obligations of the Authority secured by Net Revenues
(excluding any bonds or obligations being refunded), including the Third Tier Bonds
proposed to be issued (provided that items (1) and (2) shall be eliminated with respect to
Third Tier Bonds issued solely for refunding purposes, and item (3) shall be eliminated if
the certificate described in Section 210(5)(a) is  to be used with reference to a Designated
Year and in the case of refunding bonds issued to refund First Tier Bonds, Second Tier
Bonds or Third Tier Bonds which do not cause an increase in then existing average
annual Debt Service Requirements of the First Tier Bonds, the Second Tier Bonds and
the Third Tier Bonds;
(c)  a certificate by the Traffic Engineers setting forth their opinion as to the aggregate
estimated amount of revenues which the Authority should derive from the operation and
ownership of the Tollway (which revenues shall be deemed to include all investment
income from the Revenue Fund, the Operation and Maintenance Fund, the Bond Interest
Accounts, the Redemption Accounts, the Reserve Accounts, the Reserve Maintenance
Fund, the Construction Fund, and the Capital Improvement Fund, as estimated by the
Chief Financial Officer) under the Toll Rate Schedule referred to, set forth in, or attached
to, said certificate, for each of the Fiscal Years through the repayment of all Outstanding
First Tier Bonds, Second Tier Bonds and Third Tier Bonds, and all other obligations of
the Authority secured by Net Revenues (excluding any bonds or obligations being
refunded) including the Third Tier Bonds proposed to be issued; provided that this
certificate shall not be required if the certificate described in Section 210(5)(a) is to be
used with reference to a Designated Year; and
(d)  a certificate (dated not earlier than ninety days prior to the date upon which the
resolution authorizing such Additional Third Tier Bonds is adopted) by a certified public
accountant of recognized standing and ability, stating (1) the Net Revenues either for the
period of the preceding Fiscal Year or for a ny consecutive twelve calendar month period
ending not more than ninety days prior to the date of said certificate (with either of said
annual periods being hereinafter referred to as the "Designated Year"); (2) the Debt
Service Requirements for the Designated Year; (3) the annual Debt Service Requirements
for all Outstanding First Tier Bonds, Second Tier Bonds, Third Tier Bonds and all other
obligations of the Authority secured by Net Revenues (excluding any bonds or
obligations being refunded) and the Third Tier Bonds then proposed to be delivered; and
(4) in the case of Third Tier Bonds proposed to be issued as refunding bonds, (i) the
average annual Debt Service Requirements for all Outstanding First Tier Bonds, Second
Tier Bonds and Third Tier Bonds (including any bonds being refunded but excluding the
Third Tier Bonds then proposed to be delivered) and (ii) the average annual Debt Service
Requirements for all Outstanding First Tier Bonds, Second Tier Bonds and Third Tier
Bonds (excluding any bonds being refunded) and the Third Tier Bonds then proposed to
be delivered; provided that items (1) and (2) above shall be stated only if the certificate
described in Section 210(5)(a) is to be used with reference to a Designated Year.
(e)  a certificate signed by a Board Representative to the effect that no default has
occurred and is continuing under this Agreement.
(f)  the certificate of the Chief Financial Officer regarding transfers from the Revenue
Fund required under Section 507(b) of this Agreement.



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  (5)  When the documents mentioned above shall have been filed with the Trustee and
when the Third Tier Bonds not constituting Short-Term Indebtedness authorized by the
resolution mentioned in Section 210(4)(a) shall have been execu  ted in accordance with this
Agreement and said bond resolution, the Authority may deliver said bonds at one time to or upon
the order of the purchasers named in said resolution, upon receipt by the purchasers and the
Trustee of an opinion of Bond Counsel for the Authority stating that the signer is of the opinion
that the issuance of such bonds has been duly aut horized and that all conditions precedent to the
delivery of such bonds have been fulfilled; provided that, except in the case of refunding bonds
being issued to refund Outstanding First Tier Bonds, Second Tier  Bonds or Third Tier Bonds
which do not cause an increase in then existing av erage annual Debt Service Requirements of the
First Tier Bonds, Second Tier Bonds and Third Tier Bonds, such bonds shall not be delivered
unless there shall have been filed with the Truste e an additional certificate by the Chief Financial
Officer (based on the aforesaid certificates of the Consulting Engineers, the Traffic Engineers,
and the certified public accountant, as applicable) certifying either:
  (a)  that the Net Revenues during the Designated Year (based on actual, and not
  estimated, aggregate gross revenues and Current Expenses) were at least 1.00 times the
  average annual Debt Service Requirements for all then Outstanding First Tier Bonds,
  Second Tier Bonds and Third Tier Bonds (excluding any bonds being refunded) and the
  Third Tier Bonds proposed to be delivered; or, in the alternative,
  (b)  that the estimated Net Revenues for the cu rrent and each Fiscal Year after the date
  of said certificate are at least 1.00 times the Debt Service Requirements for each such
  Fiscal Year for all then Outstanding First Tier Bonds, Second Tier Bonds, Third Tier
  Bonds, and all other outstanding obligations of the Authority secured by Net Revenues
  (excluding any bonds or obligations being refunded) and the Third Tier Bonds then
  proposed to be delivered.
  (6)  The Authority agrees that it will not issue any Additional Third Tier Bonds
constituting Short-Term Indebtedness unless immediately after the incurrence of such Short-
Term Indebtedness, the outstanding principal amount of all bonds Outstanding in the form of
Short-Term Indebtedness will not exceed thirty-f ive percent (35%) of the aggregate principal
amount of all Outstanding bonds.  Short-Term Indebtedness issued pursuant to this subsection
will be on a parity with other Third Tier Bonds as designated in the proceedings authorizing such
Short-Term Indebtedness.
  (7)  Immediately after the delivery of any Additional Third Tier Bonds issued under
Section 210(4) and (5), the Authority shall deposit the proceeds thereof, if any, (including
accrued interest, if any, collected at the time of the delivery of such bonds) with the Trustee,
which shall in turn deposit said proceeds as follows:
  (a)  Into the Third Tier Bond Interest Account, such amount (if any) as may be
  directed by the resolution authorizing said bonds;
  (b)  Into the Third Tier Reserve Account, such amount, if any, as set forth in the
  Supplemental Agreement establishing the Third Tier Reserve Account or sub-account
  therein or authorizing the Additional Third Tier Bonds.  Each Supplement authorizing or
  providing for Third Tier Bonds shall specify if that series of Third Tier Bonds is to be
  secured by the Third Tier Reserve Account and, if so, the Third Tier Required Reserve
  for such Third Tier Bonds.


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  (c)  The balance of such proceeds remaining after the foregoing payments shall be
  disposed of as provided in the resolution authorizing the issuance of said Third Tier
  Bonds.
  (8)  Notwithstanding anything to the contrary contained in this Section 210, the
Authority may enter into Third Tier Credit Agre ements constituting Qualified Credit Agreements
in connection with Third Tier Bonds and the Third Tier Payment Obligations as specified
thereunder may be secured by and made payable  from a lien on and pledge of the pledged Net
Revenues on a parity with the Outstanding Third Tier Bonds.  In addition, the Trustee shall
withdraw from the Revenue Fund for deposit into the Third Tier Redemption Account such
amounts as are necessary for the Authority to pay such Third Tier Payment Obligations in
accordance with Section 507 of the Agreement.
  Section 211.  Exemption from Taxation; Bonds as Legal Investment and Security  .
As provided by the Turnpike Act, the Authority will not be required to pay any taxes or
assessments upon the Tollway or any property acquired or used by the Authority under the
provisions of such Turnpike Act or upon the income therefrom, and the bonds issued under the
provisions of this Agreement, their transfer and the income therefrom, including any profit made
on the sale thereof, shall at all times be free from taxation within the State of Texas.  Also, as
provided in the Turnpike Act, all bonds issued pursuant to this Agreement shall be and are
hereby declared to be legal and authorized investments for banks, savings banks, trust
companies, building and loan associations, savings and loan associations, insurance companies,
fiduciaries, trustees, guardians, and for the sinking funds of cities, towns, villages, counties,
school districts, and other political corporations or subdivisions of the State of Texas.  Such
bonds shall be eligible to secure the deposit of any and all public funds of the State of Texas, of
any and all public funds of cities, towns, villages, counties, school districts and other political
subdivisions of the State of Texas, and such bonds shall be lawful and sufficient security for said
deposits to the extent of their face value or to the extent of their market value, whichever value is
the smaller, when accompanied by all unmatured coupons appurtenant thereto, if any.

  ARTICLE III
  REDEMPTION OF BONDS
  Section 301.  Redemption of Bonds.  The bonds issued under the provisions of this
Agreement at any time Outstanding shall or may be redeemed prior to their maturity or
maturities as provided and set forth in the forms of bonds set forth in the Supplement providing
for their issuance or in other proceedings approved by the Board.  It is further provided that
redemption of bonds prior to maturity, other than from the respective Redemption Account
securing such bonds to be redeemed and the proceeds of refunding bonds, shall be made only
from and to the extent of funds on deposit with the Trustee and available for such purpose on the
date the required notice of redemption is given.

  ARTICLE IV
  CUSTODY AND APPLICATION OF PROCEEDS OF BONDS
  Section 401.  Construction Fund.  The special fund created and designated "Tollway
Construction Fund," and established initially with the Trustee under the Original Agreement is
hereby reaffirmed, and into which (i) any amounts as determined by the Authority, and (ii) any


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designated portion of the purchase price of bonds issued under Section 208, Section 209 or
Section 210 of this Agreement, shall be deposited.  There also may be deposited to the credit of
the Construction Fund any moneys received from any other source for paying costs of
improving, extending, or enlarging the Tollway or for any other purpose or project authorized by
law.
  Subject to the other provisions of this Agreement, the moneys credited to the
Construction Fund (including all obligations held as investments thereof and the proceeds of
such investments) shall be applied to the payment of the cost of acquiring or constructing
improvements, extensions, enlargements, or additions to the NTTA System, or for other projects
and purposes then authorized by law; and, pending such application, shall be subject to a lien and
charge in favor of the owners of the bonds and for the further security of such owners until paid
out or transferred as herein provided.
  Section 402.  [RESERVED]
  Section 403.  Payments from Construction Fund.  Payment of the Cost of the Tollway
shall be made from the Construction Fund.  All payments from the Construction Fund shall be
subject to the provisions and restrictions set forth in this Article, and the Authority covenants that
it will not cause or permit to be paid from the Construction Fund any sums except in accordance
with such provisions and restrictions.  Also, payments and deposits shall be made from the
Construction Fund as provided in Section 603.
  Section 404.  Items of Cost.  For the purpose of this Agreement the term "cost" when
used with respect to any facility shall mean and  include all costs related to such facility, and,
without intending thereby to limit or restrict any such definition, shall include the following:
  (a)  obligations incurred for labor and to contractors, builders and materialmen in
connection with the construction of a facility or  any part thereof, and obligations incurred for
machinery and equipment;
  (b)  payments to owners and others, for real property, or interests therein, or for
options or other property or contractual rights;
  (c)  all expenses of every kind or character incurred in the acquisition of real property,
including all costs and expenses of whatever kind in connection with the exercise of the power of
condemnation, and including the cost of title searches and reports, abstracts of title, title
certificates and opinions, title guarantees, title insurance policies, appraisals, negotiations and
surveys;
  (d)  the amount of any damages or claimed damages incident to or consequent upon
the construction of a facility; also the cost of any litigation and amounts paid by court order or
upon settlement of any litigation or of any claim (although not litigated) of any kind during
construction or of any claim arising during or out of or related to construction of a facility;
  (e)  as to toll collection equipment, it is recognized that some manufacturers of such
equipment will not sell such equipment outright, and  that some manufacturers will sell it; but that
it will not be known, until bids are received by the Authority for the acquisition of such
equipment, which manufacturer will offer the most advantageous terms to the Authority.  The
acquisition of toll collection equipment is hereby determined and declared to be a capital
expenditure, and a proper "cost".  It is specially provided, however, that if, in the discretion of
the Authority, it will be to the advantage of the Authority to do so, and upon the written


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recommendation of the Consulting Engineers, the Authority may enter into lease-purchase or
lease-rental agreements for the acquisition of such equipment with a term not to exceed three
years from the date of acceptance of such equipment by the Authority.  In such event the
Authority shall so advise the Trustee, and the Trustee shall set aside and retain the amounts
required for the payments under such agreements in the Construction Fund, and shall make such
payments as so required, upon requisitions as provided for in Section 407 hereof.  Any such
payments shall constitute proper items of "cost" for all purposes;
  (f)  the cost of any necessary indemnity and surety bonds, the cost of all fidelity
bonds, the fees and expenses of the Trustee and the Paying Agent, and premiums on all insurance
deemed necessary and advisable by the Authority, until one year after the completion of
construction thereof;
  (g)  the cost of borings and other preliminary investigations to determine foundation
or other conditions, all fees, costs, and expenses necessary or incident to determining the
feasibility and practicability of constructing a facility, and all fees, costs, and expenses of
engineers and others for making traffic studies, surveys, and estimates, and all fees, costs, and
expenses of engineering services, plans, specifications, surveys, and estimates of cost and
revenues, and all costs of supervising construction, as well as for the performance of all other
duties of engineers in relation to the construction of a facility or the issuance of bonds therefor;
  (h)  the cost of preparing and issuing bonds, including refunding bonds, and all legal,
accounting and other professional expenses and fees and financing charges in connection with
any bonds and/or any facility, and expenses of administration properly chargeable to the
construction of a facility, including salaries and all payments and deductions as provided by law
pertaining to the State Retirement System;
  (i)  the cost of restoring, repairing and placing in its original condition, as nearly as
practicable, all public or private property damaged or destroyed in the construction of a facility,
or the amount paid by the Authority as compensation for such damage or destruction, and all
costs lawfully incurred or damages lawfully payable, with respect to the restoration, relocation,
removal, reconstruction or duplication of property or facilities in connection with or made
necessary or caused by the construction of a facility, and the cost of building facilities to connect
land severed by a facility or severance damages paid in lieu of such facilities;
  (j)  any obligation or expense heretofore or hereafter incurred by the Authority in
connection with any of the foregoing items of cost, and the reimbursement of any obligations or
expenses incurred in connection with any of the foregoing items of cost;
  (k)  utility relocations, buildings and other structures, fencing, landscaping,
illumination, communication systems, and safety devices; and
  (1)  all other items of cost and expense not elsewhere in this Section specified,
incident to the construction and equipment of a facility, the financing thereof and the costs of
placing a facility in operation, including all costs as defined under the term "Cost" in the
Turnpike Act.
  Section 405.  Payment of Interest.  The Trustee shall, so  long as the bonds remain
Outstanding, without requisition from the Authority or other or further authority than is
contained herein, pay from any moneys on hand in the respective Sinking Fund created by



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Section 507 of this Agreement the premium, if any, principal of, a nd the interest on the First Tier
Bonds, the Second Tier Bonds or the Third Tier Bonds, as applicable, when due.
  Section 406.  Payments from Construction Fund for Condemnation of Property.
Whenever it shall be necessary to acquire by condemnation any real property or other property,
as provided in the Turnpike Act, payment of compensation for such property or deposit of
moneys to secure such payment shall be made by  the Trustee under the provisions of this Section
in order that the Authority may either (a) take possession thereof prior to the completion of
condemnation proceedings or (b) take title thereto upon completion of condemnation
proceedings.  The Trustee shall withdraw from the Construction Fund and deposit with the court
in which the proceedings for condemnation shall be pending, or pay to an owner or owners if so
required by the court's order, an amount equal to the amount necessary so to be paid or
deposited, upon receipt by the Trustee of the following documents:
  (a)  a requisition, signed by at least two officers and/or employees of the Authority
designated by resolution of the Authority for such purpose, requesting withdrawal and stating the
amount thereof;
  (b)  a statement signed by the Consulting Engineers, certifying that in their opinion
the acquisition of such property is necessary in connection with the construction, operation or
maintenance of the Tollway; and
  (c)  a statement signed by Counsel for the Authority stating the amount of
compensation necessary to be paid or stating the amount necessary to be deposited with the
court.
  Similar withdrawals and deposits shall be made by the Trustee with respect to any such
condemnation case pending before such court in the event additional amounts shall be necessary
to be paid or to be deposited, upon receipt by th e Trustee of a requisition of the Authority, signed
as required by clause (a) of this Section, requesting such withdrawal, stating the amount thereof
and having attached thereto a statement signed by Counsel for the Authority stating the amount
of compensation necessary to be paid or stating an amount necessary to be deposited with the
court.
  Section 407.  Payments from Construction Fund; Requisitions for Payment and
Certificates Supporting Requisitions.  Payments from the Construction Fund, except the
payments and withdrawals which the Trustee is authorized to make under the provisions of
Sections 406, 408 and 412 of this Article, shall be made in accordance with the provisions of this
Section.  Before any such payment shall be made the Authority shall file with the Trustee:
  (a)  a requisition, signed by at least two officers and/or employees of the Authority
designated by resolution of the Authority for such purpose, stating in respect of each payment to
be made:
  (1)  the item number of the payment;
  (2)  the name of the person to whom payment is to be made;
  (3)  the amount to be paid;
  (4)  the purpose for which the payment is to be made;




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  (5)  that obligations in the stated amounts have been incurred by the Authority
  and that each item thereof is a proper charge  against the Construction Fund and has not
  been paid, provided, however, that certification to this effect shall not be required with
  respect to any item for the payment for any real property;
  (6)  that there has not been filed with or served upon the Authority legal notice
  of any lien, right to lien, attachment or other claim, which is valid in the opinion of
  Counsel for the Authority, and affects the right to receive payment of any of the moneys
  payable to any of the persons, firms or corporations named in such requisition, which has
  not been released or will not be released simultaneously with such payment;
  (7)  that such requisition contains no item representing payment on account of
  any retained percentages which the Authority is  at the date of such certificate entitled to
  retain; provided, however, that certification to this effect shall not be required with
  respect to any item for the payment for any real property; and
  (8)  that no default exists under the Trust Agreement which has not been
  disclosed to the Trustee, and the Authority will use its best efforts to cure any default if it
  exists;
  (b)  with respect to any item for payment fo r real property, the additional statements
set forth in Section 409; and
  (c)  with respect to all items payable on account of all obligations incurred for
construction or engineering work (other than that performed by the Consulting Engineers) and
for acquisition of materials, equipment or supplie s (other than for administrative office purposes)
and for labor hired by the Authority to do construction work, and with respect to all items of
payment to be made in reimbursing utility or railroad companies or others for obligations
incurred by them pursuant to agreement with the Authority, a statement signed by the Consulting
Engineers and attached to or made a part of such requisition, certifying that each such obligation
has been properly incurred and is then due and unpaid, that such obligation is a proper charge
against the Construction Fund, and that, insofar as such obligation was incurred for work,
materials, equipment or supplies, such work was actually performed, or such materials,
equipment or supplies were actually installed, or delivered at the site of the work for that
purpose, or delivered for storage or fabrication at a place or places approved by the Consulting
Engineers.
  Upon receipt of each such requisition and acco mpanying certificates the Trustee shall pay
each such item from the Construction Fund or shall deliver to the Authority a check for the
payment thereof.
  In the event the proceeds of any check is in excess of the amount required for the purpose
for which any requisition was made, such excess shall  be returned to the Trustee for the credit of
the Construction Fund.
  Section 408.  Reimbursements for Payment from Revolving Fund.  The Trustee shall,
from time to time, make payments to the Authority from the Construction Fund as
reimbursements for payments theretofore made by the Authority from a revolving fund created
by the Authority for the purpose of paying such items of Cost of the Tollway as in the opinion of
the Authority cannot be conveniently paid as otherwise provided in this Agreement.  Before any
such payment shall be made, the Authority shall file with the Trustee a requisition, signed as


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provided in Section 407 of this Article, specifying the payee, the amount and the purpose of each
payment from the revolving fund for which such reimbursement is requested, accompanied by a
certificate similarly signed, certifying that each such payment was a necessary item of the Cost
of the Tollway, and that such item of Cost could not be conveniently paid except from such
revolving fund; provided, however, that if any item in such requisition is for reimbursement on
account of the payment for any real property, such requisition shall also have attached thereto the
documents required by Section 409 of this Article, and if any such payment is for reimbursement
on account of payment, or securing payment by deposit, of compensation in any condemnation
case, the requisition shall also be accompanied by the documents referred to in Section 406 of
this Article.  In making such reimbursements the Trustee may rely conclusively upon such
requisitions and accompanying certificates.
  Section 409.  Requisitions for Payment for Real Property.  If any requisition under
Section 407 contains any item for payment for real property for temporary or permanent use of
the Authority, there shall be attached to or made a part of such requisition, in addition to the
applicable certificates mentioned in Section 407 of this Article:
  (a)  a statement signed by the Consulting Engineers certifying that in their opinion the
acquisition of such property is necessary or advisable in connection with the construction or
operation of the project; and
  (b)  either (i) an opinion signed by Counsel for the Authority that at the time of
making such payment the Authority has or will have good title to, or an easement in or over, said
real property sufficient for the purposes of the Authority, and free from all liens and
encumbrances except liens or encumbrances which, in the opinion of said counsel, do not have a
materially adverse effect upon the Authority's right to use said real property for the purposes
intended or which have been or will be adequately guarded against by a bond or contract of
indemnity, guaranty, or insurance; or (ii) a statement by Counsel for the Authority that such title
has been or will be insured by a title insurance company satisfactory to such Counsel,
guaranteeing good title in the authority free and clear of all liens and encumbrances other than
those which in the opinion of said Counsel do not have a materially adverse effect upon the
Authority's right to use said real property for the purpose intended; or (iii) if any payment
requested by a requisition be a payment for an option to purchase,  a quitclaim deed, a lease, or
release, or on a contract to purchase, or is otherwise for the acquisition of a right or interest in
lands which is less than a fee simple or perpetual easement, or if such payment be part payment
for any such purpose, the written approval of Counsel for the Authority of the acquisition of such
lesser right or interest.
  Whenever in connection with the purchase of any real property it shall be necessary or
desirable either (1) to withhold from the purchase price a portion thereof to be applied to pay any
tax, assessment, or other claim which is or may be a lien on said real property or (2) later to pay
any such tax, assessment, or other claim which is  or may be, or but for any law exempting real
property from taxation would be, a lien on any real property, a payment or payments for which
shall previously have been requisitioned and made pursuant to the prior provisions of this
Section, such tax, assessment, or claim shall be paid by check of the Trustee, drawn to the order
of such person as shall be designated in a further requisition (meeting the specifications of
Section 407), accompanied by the approval of such payment by Counsel for the Authority.  Each
such requisition shall identify the real property with respect to which such payment is to be
made.  If the amount of any such tax, assessment, or other lien shall have been withheld from the


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purchase price of any real property, and if after payment thereof there shall remain any balance
due on the purchase price (including damages), requisition for the payment of such balance, and
payment thereof, shall be made in the same ma nner as provided in the preceding sentences of
this paragraph.
  Section 410.  Trustee to Retain Requisitions.  All requisitions, cer  tificates and opinions
received by the Trustee, as required in this Article as conditions of payment from the
Construction Fund, may be relied upon conclusively by and shall be retained in the possession of
the Trustee for a period of seven (7) years after the date of the final payment from the
Construction Fund, subject at all reasonable times to the inspection of the Authority and the
Consulting Engineers, and their agents and representatives.
  Section 411.  Progress Reports; Audits during Construction; Certificate as to Date
of Opening for Traffic.  The Authority covenants that, at  least once in every six-month period
during the construction of any portion of the Tollway which it finances in whole or in part with
bonds, it will cause the Consulting Engineers to prepare a progress report in connection with the
acquisition of real property for any project, and a progress report in connection with such
construction, including their then current estimates of:
  (i)  the date on which such project will be opened for traffic, unless such
  project shall have been opened for traffic prior to the date of such report,
  (ii)  the date on which the construction  of such project will be completed,
  (iii)  the cost of the project but excluding any bond discount and the interest
  during construction and for one year after completion of construction, and
  (iv)  the amount of funds required each six (6) months during the remaining
  estimated period of construction to meet the af oresaid cost of such project exclusive of
  funds provided for construction contingencies, and accompanied by a progress schedule
  for such construction, and further including, as to construction, comparisons between the
  actual times elapsed and the actual costs, and the original estimates of such times and
  costs.  Copies of such progress reports shall be filed with the Trustee and with the
  Authority and mailed by the Authority to each bondholder who shall have filed his name
  with the Board Representative designated for such purpose, which shall initially be the
  Chief Financial Officer of the Authority.
  At least once in every twelve-month period during the construction of such project the
Authority shall cause an audit to be made by an independent certified public accountant of
recognized ability and standing covering all receipts and moneys of the Authority then on deposit
with or in the name of the Trustee, all Depositories, and the Authority, and any security
specifically pledged therefor, any investments thereof, and all disbursements made pursuant to
the provisions of this Article.  Reports of each such audit shall be filed with the Trustee and
mailed by the Authority to the Consulting Engineers and each bondholder who shall have filed
his name with the Board Representative designated for such purpose, which shall initially be the
Chief Financial Officer of the Authority.
  Section 412.  Certificates and Opinions after Completion of Construction;
Disposition of Balance in Construction Fund.  When the construction of a project shall have
been completed, which fact shall be evidenced to the Trustee by a certificate stating the date of
such completion, signed by a Board Representative and approved by the Consulting Engineers,


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accompanied by an opinion of Counsel for the Authority stating that the Authority has acquired
title or easements, or has acquired the right of possession by condemnation proceedings which
may still be pending, in the name of the Authority to  the right-of way for the project free from all
liens or encumbrances except liens, encumbrances or other defects of title which, in the opinion
of such Counsel, do not have a materially adverse effect upon the Authority's right to use such
right-of-way for the purposes intended or which have been adequately guarded against by a bond
or other form of indemnity, guaranty or insurance, in which opinion such Counsel may rely on
title insurance policies of companies satisfactory to  such Counsel as evidence of title when such
policies are obtained, and accompanied by a certific ate of the Consulting Engineers stating the
amount, if any, required in their opinion for the payment of any remaining part of the Cost of the
Tollway, the balance in the Construction Fund in excess of the amount, if any, stated in such
certificate, shall, at the option and direction of the Authority but subject to any federal tax law
limitations, either (1) be utilized for other impr ovements, extensions, enlargements, or additions
to the NTTA System, or (2) be used by the Trustee to pay debt service on, to redeem or to
purchase and cancel Outstanding bonds as directed by the Authority.
  If at any time there shall be filed with  the Trustee a certificate signed by a Board
Representative and approved by the Consulting Engineers stating that the cost of the Tollway has
been fully paid, (1) the balance in the Construction Fund shall be disposed of as provided above,
and (2) the balance, if any, in the revolving fund provided for in Section 408 shall be paid by the
Authority to the Trustee to be disposed of in  the same manner as the balance in the Construction
Fund.
  Section 413.  Alternate Provisions for Construction Fund.  (a) Notwithstanding any
other provisions of this Agreement, if Additional Bonds hereafter are issued, the Authority may,
by resolution of the Board, provide that the Construction Fund shall be held, used, and drawn on
for such purposes, in such manner, and under such circumstances as shall be directed and
prescribed in such resolution or resolutions, and al l provisions of this Agreement with respect to
the Construction Fund shall be altered,  modified, or abrogated accordingly.
  (b) Furthermore, with respect to the Existi ng Bonds, the Construction Fund shall be held,
used and drawn on, as directed and prescribed in such resolutions of the Board relating to the
Existing Bonds.

  ARTICLE V
  TOLLS, REVENUES AND FUNDS
  Section 501.  Covenants as to Tolls and Revisions Thereof.  (a) The Authority
covenants that it currently has in effect a Toll Rate Schedule for the Tollway in substantial
conformity with the recommendation of the Traffic Engineers.  It is provided, however, that at
any time any other Toll Rate Schedule may be adopt ed and placed into effect by the Authority, at
its option, but only if prior to such adoption the Authority shall have obtained and filed with the
Trustee a certificate by the Traffic Engineers either:
  (1)  stating, in their opinion, that if such proposed Toll Rate Schedule had been
  in effect during the preceding Fiscal Year, it would not have caused a decrease in the Net
  Revenues for said preceding Fiscal Year, or




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  (2)  stating, in their opinion, that the adoption of such proposed Toll Rate
  Schedule will not adversely affect the ability of the Authority to comply with its
  covenants in Section 501(d).
  Any such certificate by the Traffic Engineers shall be based on their own opinion as to
gross revenues to be derived by the Authority from the ownership and operation of the Tollway
(which revenues shall be deemed to include all investment income previously described herein as
constituting revenues of the Tollway, as estimated by the Chief Financial Officer), and upon a
certificate by the Consulting Engineers, to be obtained by the Authority and filed with the
Trustee, stating the opinion of the Consulting Engineers as to the amount of Current Expenses
during any pertinent Fiscal Year or period, assuming that the proposed Toll Rate Schedule had
been in effect during such pertinent Fiscal Year or period.
  (b) [RESERVED]
  (c) [RESERVED]
  (d)  The Authority covenants to keep in effect a Toll Rate Schedule which will raise
and produce Net Revenues during each Fiscal Year sufficient to satisfy the greatest of (1), (2) or
(3) below:
  (1) 1.35 times the scheduled Debt Service Requirements on all Outstanding First
  Tier Bonds for the Fiscal Year; or
  (2) 1.20 times the scheduled Debt Service Requirements on all Outstanding First
  Tier Bonds and all Outstanding Second Tier Bonds for the Fiscal Year; or
  (3) 1.00 times the scheduled Debt Service Requirements on all Outstanding First
  Tier Bonds, all Outstanding Second Tier Bonds, all Outstanding Third Tier Bonds and all
  other outstanding obligations of the Authority secured by Net Revenues for the Fiscal
  Year.
In the event that during any such Fiscal Year such Net Revenues shall be less than the amounts
contemplated above for such Fiscal Year, the Authority will, before the 15th day of March of the
following Fiscal Year, request the Traffic Engineers to make and file their recommendations
with the Authority and the Trustee as to a revision in the Toll Rate Schedule then in effect, in
order to cause the raising and production of Net Revenues in a manner which will enable the
Authority to produce at the earliest feasible time Net Revenues in at least the amounts
contemplated above for each such Fiscal Year.  The Authority covenants that it will promptly
and carefully consider such recommendations, and that it will, within sixty days after receipt of
such recommendations, either (1) place into effect any Toll Rate Schedule as so recommended
by the Traffic Engineers, or (2) place into effect any alternative Toll Rate Schedule which, in the
opinion of the Board, will enable it to comply  with its covenants in this Section 501(d).
  (e)  Anything in this Agreement to the contrary notwithsta  nding, if the Authority shall
comply with all recommendations of the Traffic  Engineers (or such independent engineer or
engineering firm or corporation as hereinafter provided for in this Section) with respect to Toll
Rate Schedules, it shall not constitute an Event of Default under the provisions of Section 802 of
this Agreement, if there shall be a deficiency in any Fiscal Year or years between the Net
Revenues for such Fiscal Year or years and the amount required to be produced for such Fiscal
Year or years.  It is provided, however, that in the event of any such deficiency, and regardless of
any recommendations of the Traffic Engineers or others, or compliance therewith by the


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Authority, the Trustee, or the holder of not less th an fifteen per cent (15%) in aggregate principal
amount of the bonds then Outstanding, may, and the Trustee shall, upon the written request of
the holders of not less than ten percent (10%) in aggregate principal amount of the bonds then
Outstanding and upon being indemnified to its satisfaction, institute and prosecute in a court of
competent jurisdiction an appropriate action to compel the Authority to comply with its covenant
herein to adopt and keep in effect a Toll Rate Schedule which will raise and produce during each
Fiscal Year an amount of Net Revenues as required above for such Fiscal Year, or to comply
with any other covenant in this Section 501.  The Authority covenants that it will comply with
any final order, decree, or judgment entered in any such proceeding, or any modification thereof.
  (f)  In the event that the Authority shall request the Traffic Engineers for their
recommendations as required herein, and the Traffic Engineers, after such request by the
Authority, shall fail to file with the Authority and with the Trustee such recommendations in
writing within 120 days after such request, the Trustee shall forthwith designate and appoint an
independent engineer or engineering firm or corporation ha  ving a nationwide and favorable
reputation for skill and experience in such work, in lieu of the Traffic Engineers, to make the
necessary survey and study and to make the required recommendations as to the aforesaid
revision, which recommendations shall be reported in writing to the Authority and to the Trustee
on or before the 1st day of October of said year.  Such recommendations shall for all purposes be
considered to be the equivalent of and a substitute for the recommendations of the Traffic
Engineers hereinabove mentioned.
  The Authority further covenants that upon its making any request of the Traffic
Engineers for their aforesaid recommendations, or the receipt of any such recommendation from
the Traffic Engineers or others, or the adoption by the Authority of any revised Toll Rate
Schedule, certified copies of any such request, recommendations or revisions so adopted will
forthwith be filed with the Trustee and mailed by the Authority to all bondholders who shall have
filed their names and addresses with the Board Representative designated for such purpose,
which shall initially be the Chief Financial Officer of the Authority.
  Section 502.  Uniformity of Tolls; Free Passage Over Tollway.  (a)  The Authority
covenants that tolls will be classifi ed in a reasonable way to cover all traffic, so that the tolls will
be uniform in application to all traffic falling within any reasonable class as determined by the
Authority; provided that the foregoing shall not be interpreted to re strict the Authority's right, in
its discretion in connection with its management of the NTTA System, to  establish and maintain
flexible toll schedules including, but not limited to, provisions for utilizing or otherwise taking
into account, peak and nonpeak pricing, introductory pricing, vehicle weight, number of axles,
method of payment, frequency, car pooling, electronic and other toll collection technologies,
traffic management systems and similar classifications.
  Any change in classification that results in a reduced toll or any new classification shall
be subject to the Traffic Engineers approving the same before it is implemented unless the same
is temporary (i.e., having a duration of less than one  year from the effective date).  In all events,
the Authority shall not make a change in classification or any new classification unless the
Authority determines that such change is not expected to result in the receipt of Net Revenues in
amounts less than that required in Section 501(d) hereof.
  (b)  Notwithstanding the provisions of (a) above, no free vehicular passage or reduced
tolls will be permitted over the Tollway within a  class, other than its approaches and service


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roads, or any portion of the Tollway designated toll-free, except that, in its discretion, the
Authority may:
  (1)  reduce tolls through the use of commutation or  other tickets or privileges based upon
  frequency or volume if the reduction is expected to result in an increase in Net
  Revenues;
  (2)  grant free passage to members, officers, employees, agents, and representatives of
  the Authority;
  (3)  grant free passage to police and other public safety officers of the United States, of
  the State of Texas, and of its political subdivisions when any of them (i) is acting in
  the discharge of his or her official duties, (ii) can provide proper identification, and
  (iii) are using marked public safety vehicles; provided, however, a public safety
  vehicle traveling under flashing lights and sirens shall be assumed to be carrying out
  official business and will not be required to meet the other requirements of this
  subparagraph (3);
  (4)  grant free passage or reduce tolls for operational, emergency or safety reasons;
  (5)  grant free passage for use by the Army, Air Force, Navy, Coast Guard, Marine Corps
  or militia or any branch thereof in  time of war or other emergency;
  (6)  grant temporary free access for agents and contractors of the Authority acting on
  behalf of the Authority in connection with the construction, improvement,
  maintenance or operation of the System.
Any reduced toll pursuant to Section 502(b)(1) shall be reviewed by the Authority with the
Traffic Engineers before implementing the same unless the same is temporary (i.e., having a
duration of less than two months).  In addition, in the event the  Authority did not meet the rate
covenant in Section 501(d) for the preceding Fiscal  Year, any such reduced toll shall be subject
to the Traffic Engineers approving the same before it is implemented by the Authority unless the
Authority reasonably determines that the circumstances require immediate implementation, in
which event the Authority shall obtain such approval promptly following implementation.  In all
events, the Authority shall not reduce tolls unless the Authority determines, based upon an
analysis of the Traffic Engineers, that such reduc tion is not expected to result in the receipt of
Net Revenues in amounts less than that required  by the rate covenant in Section 501(d).
  (c)  The Authority's covenant as to uniformity of tolls shall not be construed as
requiring that tolls for any given class of traffic shall be identical in amount throughout the entire
NTTA System for trips of approximately identical lengths.  The Authority may fix and place in
effect a Toll Rate Schedule for any given class of traffic wherein the tolls charged for travel on a
given section of the NTTA System shall be different from the tolls charged on another section of
the NTTA System notwithstanding the fact that both of said Sections shall be of identical or
approximately identical length.
  (d)  As used in this Section, approval by the Traffic Engineers means that the Traffic
Engineers have undertaken an analysis of the impact of the contemplated action of the Authority
and determined that it would not adversely affect  the ability of the Authority to meet the rate
covenant in Section 501(d).  The Authority shall file a copy of  each approval by the Traffic
Engineers with the Trustee promptly after receipt.
  (e)  The Board shall set policies with resp ect to implementation of this Section.




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  Section 503.  Revenue Fund.  The special fund held by the Trustee and created and
designated "Tollway Revenue Fund" (hereinafter sometimes called the "Revenue Fund") under
the Original Agreement is hereby reaffirmed.  The Authority covenants that all gross revenues
(all tolls, other revenues, and income) arising or derived by the Authority from the operation and
ownership of the Tollway (excepting investment income from all Funds and Accounts other than
the Revenue Fund) will be collected by the Authority and deposited daily, as far as practicable,
with the Trustee for the credit of the Revenue Fund.  It shall be the duty of the Trustee to verify
the amount of each such daily deposit separately, and to make a report to the Authority of the
amount of each such daily deposit as soon as practicable.  Tolls collected on behalf of TxDOT
pursuant to a project agreement that provides for  revenue sharing with TxDOT shall be collected
by the Authority and shall be held  and transferred to or upon the order of TxDOT as set forth in
the project agreement.
  Section 504.  Duties of Consulting Engineers.  The Authority covenants that it will
cause the Consulting Engineers employed by it under the provisions of Section 704 of this
Agreement, to make an inspection of the Tollway  on or before the 90th day prior to the end of
each Fiscal Year and to submit to the Authority a report setting forth (a) their findings whether
the Tollway has been maintained in good repair, working order and condition, (b) their advice
and recommendations as to the proper maintenance, repair, and operation of the Tollway during
the ensuing Fiscal Year and an estimate of the amount of money necessary for such purposes,
including their recommendations as to the total amounts and classifications of items and amounts
that should be provided for Current Expenses and the Reserve Maintena  nce Fund in the Annual
Budget for the next ensuing Fiscal Year, and (c) their advice and recommendations as to the
amounts and types of insurance which should be carried during the ensui  ng Fiscal Year with
respect to the Tollway under the provisions of Article VII of this Agreement.  Copies of such
reports shall be filed with the Trustee and mailed by the Authority to each bondholder who shall
have filed his name with the Board Representative designated for such purpose, which shall
initially be the Chief Financial Officer of the Authority.
  Section 505.  Preliminary Budget of Current Expenses, and Payments into Reserve
Maintenance Fund; Hearing on Budget; Annual Budget; Failure to Adopt Annual Budget;
Amended or Supplemental Annual Budget; Payments for Maintenance, Repair, and
Operations.  The Authority covenants that on or befo  re the 60th day prior to the end of each
Fiscal Year it will adopt a preliminary budget of Current Expenses and payments into the
Reserve Maintenance Fund for the ensuing Fiscal Year.  Copies of each such preliminary budget
shall be filed with the Trustee and mailed to  the Consulting Engineers and each bondholder who
shall have filed his name and address with the Board Representative designated for such purpose,
which shall initially be the Chief Financial Officer of the Authority.
  If the holders of at least five percent (5%) in aggregate principal amount of the bonds
then Outstanding shall so request in writing on or before the 60th day prior to the end of any
Fiscal Year, the Authority shall hold a public hearing on or before the 30th day prior to the end
of such Fiscal Year at which any bondholder may appear in person or by agent or attorney and
present any objections he may have to the final adoption of such budget.  Notice of the time and
place of such hearing shall be mailed, at least ten  (10) days before the date fixed by the Authority
for the hearing, to the Trustee, the Consulting Engineers, and each bondholder who shall have
filed his name and address with the Board Representative designated for such purpose, which
shall initially be the Chief Financial Officer of the Authority.  The Authority further covenants


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that on or before the first day of each Fiscal Year it will finally adopt the budget of Current
Expenses and payments into the Reserve Maintenance Fund for such Fiscal Year (hereinafter
sometimes called the "Annual Budget").  Copies of the Annual Budget shall be filed with the
Trustee and mailed to the Consulting Engineers and each bondholder who shall have filed his
name with the Board Representative designated for such purpose, which shall initially be the
Chief Financial Officer of the Authority.
  If for any reason the Authority shall not have adopted the Annual Budget before the first
day of any Fiscal Year, the preliminary budget for su ch Fiscal Year or, if there is none prepared,
the budget for the preceding Fiscal Year, shall, until the adoption of the Annual Budget, be
deemed to be in force and shall be treated as the Annual Budget under the provisions of this
Article.
  The Authority may at any time adopt an amended or supplemental Annual Budget for the
remainder of the then current Fiscal Year, and when so adopted the Annual Budget as so
amended or supplemented shall be treated as the Annual Budget under the provisions of this
Agreement; provided, however, that before the adoption of any such amended or supplemental
Annual Budget, the Authority shall have obtained and filed with the Trustee the
recommendations of the Consulting Engineers in connection therewith.  Copies of any such
amended or supplemental Annual Budget shall be filed with the Trustee and mailed to the
Consulting Engineers and each bondholder who shall have filed his name with the Board
Representative designated for such purpose, which shall initially be the Chief Financial Officer
of the Authority.
  The Authority covenants that all payments for maintenance, repair and operation in any
Fiscal Year will not exceed the reasonable and necessary amount required therefor, and that it
will not expend any amount or incur any obligations for maintenance, repair, and operation in
excess of the amounts provided for Current Expenses in the Annual Budget, or amended or
supplemental Annual Budget, except as provided in Section 506 of this Article and except
amounts payable from the Reserve Maintenance Fund and Capital Improvement Fund.  Nothing
in this Section contained shall limit the amount which the Authority may expend for Current
Expenses in any Fiscal Year provided any amounts expended therefor in excess of the Annual
Budget shall be received by the Authority from some source other than the Net Revenues of the
Tollway for such Fiscal Year.
  Section 506.  Payment of Current Expenses from Operation and Maintenance Fund.
The special fund held by the Authority and created and designated "Tollway Operation and
Maintenance Fund" (hereinafter sometimes called the "Operation and Maintenance Fund") under
the Original Agreement is hereby reaffirmed.  On or before the first day of each month the
Trustee shall withdraw from the Revenue Fund and deposit to the credit of the Authority in the
Operation and Maintenance Fund, on written request of the Authority, an amount which the
Chairman or Vice Chairman and the Chief Financial Officer shall certify to be required to make
the total amount in the Operations and Maintenance Fund equal to one-sixth (1/6) of the amount
of the total Current Expenses scheduled for the then current Fiscal Year in the then current
Annual Budget, plus all prior accruals for insurance and other periodic or regularly recurring
expenses.  All Current Expenses shall be paid directly by the Authority by drawing checks or
drafts on the Operation and Maintenance Fund in such manner as may be determined by the
Authority, and such Fund shall be used for no other purpose.



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  Section 507.  Sinking Funds; Bond Interest Accounts, Reserve Accounts, and
Redemption Accounts; Reserve Maintenance Fund; Capital Improvement Fund.  (a) The
special fund held by the Trustee and created and designated as the "Tollway Interest and Sinking
Fund" under the Original Agreement is hereby reaffirmed and re-designated the "First Tier
Tollway Interest and Sinking Fund" (herein sometimes called the "First Tier Sinking Fund"), and
the  three separate accounts in the First Tier Sinking Fund designated the "Bond Interest
Account," "Reserve Account," and "Redemption Account" are hereby re-designated the "First
Tier Bond Interest Account," "First Tier Reserve Account," and "First Tier Redemption
Account," respectively.  A special fund to be held by the Trustee is hereby created and
designated "Second Tier Tollway Interest and Sinking Fund" (herein sometimes called the
"Second Tier Sinking Fund").  There are hereby created three separate accounts in the Second
Tier Sinking Fund, designated "Second Tier Bond Interest Account," "Second Tier Reserve
Account," and "Second Tier Redemption Account," respectively.  There may be created pursuant
to a Supplemental Agreement sub-accounts within the Second Tier Reserve Account necessary
or convenient to the creation and method of funding a reserve fund for a series of Second Tier
Bonds.  A special fund to be held by the Trustee is hereby created and designated "Third Tier
Tollway Interest and Sinking Fund" (herein sometimes called the "T  hird Tier Sinking Fund").
There are hereby created three separate accounts in the Third Tier Sinking Fund, designated
"Third Tier Bond Interest Account," "Third Tier Reserve Account," and "Third Tier Redemption
Account," respectively.  There may be created pursuant to a Supplemental Agreement sub-
accounts within the Third Tier Bond Interest Account, the Third Tier Reserve Account and the
Third Tier Redemption Account necessary or convenient to the payment of principal of or
interest on a series of Third Tier Bonds and the creation and method of funding a reserve fund
for a series of Third Tier Bonds.  The special fund held by the Authority created and designated
"Tollway Reserve Maintenance Fund" (herein sometimes called the "Reserve Maintenance
Fund") under the Original Agreement is hereby reaffirmed.  The special fund held by the
Authority and created and designated "Tollway Capital Improvement Fund" (herein sometimes
called the "Capital Improvement Fund") under the  Original Agreement is hereby reaffirmed.
  (b)  Except as otherwise provided in this Section, transfers from the Revenue Fund
shall be made to the below-listed funds and accounts and in the order of priority in which the
funds and accounts are listed:
  (1)  Operation and Maintenance Fund;

  (2)  First Tier Bond Interest Account;

  (3)  First Tier Redemption Account;

  (4)  First Tier Reserve Account;

  (5)  Second Tier Bond Interest Account;

  (6)  Second Tier Redemption Account;

  (7)  Second Tier Reserve Account;

  (8)  Third Tier Bond Interest Account;


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  (9)  Third Tier Redemption Account;

  (10)  Third Tier Reserve Account;

  (11)  Reserve Maintenance Fund; and

  (12)  Capital Improvement Fund (after retaining such funds in the Revenue
  Fund as are identified in the certificate described in Section 507(k)).
  In recognition that (i) bonds and the interest thereon, including Payment Obligations, may
come due on various dates, (ii) First Tier Bonds have a security interest in the Net Revenues
senior to that securing the Second Tier Bonds and the Third Tier Bonds, (iii) Second Tier Bonds
have a security interest in the Net Revenues senior to that securing the Third Tier Bonds, (iv)
Second Tier Bonds or interest thereon, may become due and payable on a date or dates in a
Fiscal Year prior to the date a First Tier Bond or the interest thereon is due, and (v) Third Tier
Bonds, or interest thereon, may become due and payable on a date or dates in  a Fiscal Year prior
to the date a First Tier Bond or a Second Tier Bond, or the interest thereon, is due, the Authority
covenants that no transfer from the Revenue Fund to any fund or account, other than the
Operation and Maintenance Fund or the First Tier Sinking Fund, will be made in any Fiscal Year
unless, in the opinion of the Chief Financial Officer (based on the Annual Budget for such Fiscal
Year) set forth in a certificate delivered to the Trustee on or before the first business day of such
Fiscal Year and updated on the date of delivery of any Additional Bonds issued during the year,
such transfers during such Fiscal Year are not anticipated to result in the inability of the
Authority to make a later transfer, as required by this Agreement, to a fund or account securing
bonds that have a security interest in the Net Revenues senior to that securing the bonds that are
secured by the fund or account into which the transfer is scheduled to be made.  If (A) the Chief
Financial Officer fails to deliver the certificate de scribed in the prior sentence for a Fiscal Year,
or (B) at any time during a Fiscal Year the Authority determines that transfers from the Revenue
Fund to any fund or account may result in the inability of the Authority to make a later transfer
within the six (6) month period from the date of such determination, as required by this
Agreement, to a fund or account securing bonds that have a security interest in the Net Revenues
senior to that securing the bonds that are secured by the fund or account into which the transfer is
scheduled to be made, the Chief Financial Officer shall deliver to the Trustee a certificate to that
effect, then, in either case, for such Fiscal Year (i) transfers from the Revenue Fund to any fund
or account shall be made strictly in the priority set forth in the first paragraph of this Section
507(b), (ii) such transfers from the Revenue Fund shall be made once each month, and (iii) after
each monthly deposit to the Operation and Maintenance Fund, no transfer to a fund or account
shall be made until all funds and accounts with a higher priority have on deposit therein all
amounts to be deposited in such fund or account for such Fiscal Year.
  (c)  On or before the first day of each month, the Trustee shall withdraw from the
Revenue Fund and deposit to the credit of the Authority in the Operation and Maintenance Fund,
the amount to be deposited into the Operations and Maintenance Fund as determined pursuant to
Section 506 hereof.
  (d)  After first having made the deposits required by Section 507(c) hereof to be made
on the date of a transfer under this clause (d),  if any, on or before the last business day preceding


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each interest payment date or principal (or sinking fund redemption) payment date for the First
Tier Bonds or such other day as set forth in a Supplemental Agreement, the Trustee shall
withdraw from the Revenue Fund and deposit to the applicable account in the First Tier Sinking
Fund (or to a fund or account created to pay or repay amounts owed under a Credit Agreement
entered into in connection with a series of First Tier Bonds in lieu of either of the foregoing) the
amounts due on any First Tier Bond.
  (e)  In each Fiscal Year, after first having made the deposits required by
Section 507(c) and (d) hereof to be made on the date of a transfer under this clause (e), if any, the
Trustee shall transfer from the Revenue Fund on or before the first day of each month to the
credit of the First Tier Reserve Account (1) the amount, if any, required to restore any deficiency
in the First Tier Reserve Account due to a withdrawal or change in value of Authorized
Investments in order to make the amount on deposit in the First Tier Reserve Account equal to
the First Tier Required Reserve, which restoration is intended to occur within twelve (12)
months of the occurrence of any such deficiency in twelve (12) substantially equal monthly
installments; and (2) the amount set forth in a Supplemental Agreement if an amount different
from the First Tier Required Reserve is required.
  (f)  After first having made the deposits required by Section 507(c) through (e) hereof
to be made on the date of transfer under this clause (f), if any, on or before the last business day
preceding each interest payment date or principal (or sinking fund redemption) payment date for
any Second Tier Bonds or such other day as set forth in a Supplemental Agreement, the Trustee
shall, subject to Section 507(b) hereof, withdraw from the Revenue Fund and deposit to the
applicable account in the Second Tier Sinking Fund (or to a fund or account created to pay or
repay amounts owed under a Credit Agreement entered into in connection with a series of
Second Tier Bonds in lieu of either of the foregoing) the amounts due on any Second Tier Bond.
  (g)  In each Fiscal Year, after first having made the deposits required by
Section 507(c) through (f) hereof to be made on the date of a transfer under this clause (g), if
any, the Trustee shall, subject to Section 507(b) hereof, transfer from the Revenue Fund on or
before the first day of each month to the credit of the Second Tier Reserve Account or sub-
account therein, if one is provided for in a Supplemental Agreement, the amounts set forth in the
Supplemental Agreement establishing the Second Tier Required Reserve or authorizing
Additional Second Tier Bonds.
  (h)  After first having made the deposits required by Section 507(c) through (g) hereof
to be made on the date of transfer under this clause (h), if any, on or before the last business day
preceding each interest payment date or principal (or sinking fund redemption) payment date for
any Third Tier Bonds or such other day as set forth in a Supplemental Agreement, the Trustee
shall, subject to Section 507(b) hereof, withdraw from the Revenue Fund and deposit to the
applicable account in the Third Tier Sinking Fund (or to a fund or account created to pay or
repay amounts owed under a Credit Agreement entered into in connection with a series of Third
Tier Bonds in lieu of either of the foregoing) the amounts due on any Third Tier Bond.
  (i)  In each Fiscal Year, after first having made the deposits required by
Section 507(c) through (h) hereof to be made on the date of a transfer under this clause (i), if
any, the Trustee shall, subject to Section 507(b) hereof, transfer from the Revenue Fund on or
before the first day of each month to the credit  of the Third Tier Reserve Account or sub-account
therein, if one is provided for in a Supplemental Agreement, the amounts set forth in the


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Supplemental Agreement establishing the Third Tier Required Reserve or authorizing Additional
Third Tier Bonds.
  (j)  In each Fiscal Year, after first having made the deposits required by
Section 507(c) through (i) hereof to be made on the date of a transfer under this clause (j), if any,
the Trustee shall, subject to Section 507(b) hereof, transfer from the Revenue Fund on or before
the first day of each month to the credit of the Reserve Maintenance Fund one-twelfth (1/12) of
the amount necessary in such Fiscal Year to accumulate in the Reserve Maintenance Fund an
amount equal to the greater of (1) $5,000,000, and (2) the amount as may be required in the then
current Annual Budget to be deposited to the credit of the Reserve Maintenance Fund during the
then current Fiscal Year; provided, however, that if the amount so deposited to the credit of the
Reserve Maintenance Fund in any Fiscal Year shall be less than the budgeted amount, the
requirement therefor shall nevertheless be cumulative and the amount of any deficiency in any
Fiscal Year shall be added to the amount otherwise  required to be deposited in each Fiscal Year
thereafter until such time as such deficiency shall have been made up, unless such budget
requirement shall have been modified by the Authority.
  (k)  After first having made the deposits provided by Section 507(c) through (j) hereof
and paid any other contractual obligations the Authority may have which are payable from Net
Revenues, subject to the following conditions, on or before the last business day of each Fiscal
Year (or more frequently if every condition set fo rth below has been satisfied) the Trustee shall
transfer from the Revenue Fund to the credit of the Capital Improvement Fund any Net Revenues
that the Chief Financial Officer determines, in a certificate delivered to the Trustee, to be in
excess of the amount required to be reserved therein  for transfers expected to be made in the first
two months of the following Fiscal Year to the First Tier Interest Account, the First Tier
Redemption Account, the Second Tier Interest Account, the Second Tier Redemption Account,
the Third Tier Interest Account, the Third Tier Redemption Account or any fund or account
established for the payment or security of any bonds.  The certificate of the Chief Financial
Officer must also state that, as of the date of the transfer:
  (1)  no Event of Default under Section 802 currently exists, and
  (2)  every fund and account established by or required to be established by the
  Agreement contains at least the amount required to be deposited therein in such
  Fiscal Year.
  Section 508.  Application of Moneys in Reserve Accounts; Reserve Surety
Agreements:  (a) Moneys and investments held for the credit of the First Tier Reserve Account
shall be used finally to retire the last of the Outstanding First Tier Bonds, and/or for the purpose
of paying interest on and principal of the First Tier Bonds whenever and to the extent that the
moneys held for the credit of the First Tier Bond Interest Account and the First Tier Redemption
Account shall be insufficient for such purpose.  If at any time the moneys and investments held
for the credit of the First Tier Reserve Account shall exceed the First Tier Required Reserve, the
Authority, at its option, may direct the Trustee to deposit such excess to the credit of the
Construction Fund through the period of completing the construction of any project; otherwise
any such excess shall be deposited to the credit of the First Tier  Bond Interest Account in the
First Tier Sinking Fund.  Notwithstanding any other provisions of this Agreement an equivalent
First Tier Reserve Surety Agreement may be s ubstituted by the Authority at any time and from
time to time for all or any part of the money and/ or investments held for the credit of the First


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Tier Reserve Account, and such money and/or investments may be withdrawn and used for any
lawful purpose.  If a First Tier Reserve Surety Agreement is used as provided above, any
reimbursements required thereunder to be paid to an obligor as a result of a draw or demand
thereunder and any expenses payable thereunder shall be made, as provided in the First Tier
Reserve Surety Agreement, from moneys deposited into the First Tier Reserve Account until
fully paid.
  (b)  Moneys and investments held for the credit of the Second Tier Reserve Account
or any sub-account therein shall be used as provided in the Supplemental Agreement establishing
the Second Tier Reserve Account or the respective sub-account.  If a Second Tier Reserve Surety
Agreement is deposited into the Second Tier Reserve Account, any reimbursements required
thereunder to be paid to an obligor as a result of a draw or demand thereunder shall be made
from the Capital Improvement Fund, or, if so provided in the Second Tier Reserve Surety
Agreement, from the first moneys deposited into the Second Tier Reserve Account until such
reimbursement has been fully paid.  A Second Tier Reserve Surety Agreement may be
substituted by the Authority for all or any part of the money and/or investments held for the
credit of the Second Tier Reserve Account or any sub-account therein as provided in the
Supplemental Agreement establishing the Second Tier Reserve Account or the respective sub-
account.
  (c)  Moneys and investments held for the credit of the Third Tier Reserve Account or
any sub-account therein shall be used as provided in the Supplemental Agreement establishing
the Third Tier Reserve Account or the respective sub-account.  If a Third Tier Reserve Surety
Agreement is deposited into the Third Tier Reserve Account, any reimbursements required
thereunder to be paid to an obligor as a result of a draw or demand thereunder shall be made
from the Capital Improvement Fund, or, if so provided in the Third Tier Reserve Surety
Agreement, from the first moneys deposited into the Third Tier Reserve Account until such
reimbursement has been fully paid.  A Third Tier Reserve Surety Agreement may be substituted
by the Authority for all or any part of the money and/or investments held for the credit of the
Third Tier Reserve Account or any sub-account therein as provided in the Supplemental
Agreement establishing the Third Tier Reserve Account or the respective sub-account.
  (d)  A First Tier Reserve Surety Agreement permitted under (a) above must be a
surety bond, insurance policy, or letter of credit described below, and the use of a First Tier
Reserve Surety Agreement is subject to the following conditions and requirements:
  (1)  A surety bond or insurance policy issued to the Trustee, as agent of the
  holders of the First Tier Bonds, by a company licensed to issue an insurance policy
  guaranteeing the timely payment of debt service on such bonds (a "municipal bond
  insurer") if the claims paying ability of the i ssuer thereof, at the time of issuance of the
  surety bond or insurance policies, shall be rated "AAA," "AAA," and "Aaa," respectively,
  by Standard and Poor's, Fitch and Moody's, without regard to rating subcategories.
  (2)  A surety bond or insurance policy issued to the Trustee, as agent of the
  holders of the First Tier Bonds by an entity other than a municipal bond insurer, if the
  form and substance of such instrument and the issuer thereof shall be approved in writing
  by each Bond Insurer then insuring First Tier Bonds.
  (3)  An unconditional irrevocable letter of credit issued to the Trustee, as agent
  of the holders of the First Tier Bonds, by a bank rated at least "AA" by S&P and Fitch


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and "Aa" by Moody's, without regard to rating subcategories.  The letter of credit shall be
payable in one or more draws upon presentation by the Trustee of a sight draft
accompanied by its certificate (which must be satisfactory in form and substance to the
Trustee and the issuer of the letter of credit ) that the Trustee then holds insufficient funds
to make a required payment of principal of or interest on th e First Tier Bonds.  The draws
shall be payable within two days of presentation of the sight draft.  The letter of credit
shall be for a term of not less than three years and shall be subject to an "evergreening"
feature so as to provide the Authority with at least 30 months notice of termination.  The
issuer of the letter of credit shall be require d to notify the Authority and the Trustee, not
later than 30 months prior to the stated expiration date of the letter of credit, as to whether
such expiration date shall be extended, and if so, shall indicate the new expiration date.
If such notice indicates that the expiration da te shall not be extended, the Authority shall
deposit in the First Tier Reserve Account, in accordance with Section 507 hereof,
amounts sufficient to cause the cash or Authorized Investments on deposit in the First
Tier Reserve Account, together with any other qualifying First Tier Reserve Surety
Agreements, to accumulate to the First Tier Required Reserve unless the expired First
Tier Reserve Surety Agreement is replaced by a First Tier Reserve Surety Agreement
meeting the requirements in any of 1 through 3,  above.  The letter of credit shall permit a
draw in full prior to the expiration or termination of such letter of credit if the letter of
credit has not been replaced or renewed.  The Trustee shall draw upon the letter of credit
prior to its expiration or termination unless  an acceptable replacement is in place or the
First Tier Reserve Account is fully funde d to the First Tier Required Reserve.
  (4)  The use of any First Tier Reserve Surety Agreement shall be subject to
receipt of an opinion of counsel acceptable to each Bond Insurer then insuring First Tier
Bonds, in form and substance satisfactory to each such Bond Insurer, as to the due
authorization, execution, delivery, and enforceability of such instrument in accordance
with its terms, subject to applicable laws affecting creditors' rights generally, and, in the
event the issuer of such instrument is not  a domestic entity, an opinion of foreign counsel
in form and substance satisfactory to each such Bond Insurer.  In ad  dition, the use of an
irrevocable letter of credit shall be subject to receipt of an opinion of counsel acceptable
to each such Bond Insurer in form and substance satisfactory to each such Bond Insurer
to the effect that payments under such letter of credit would not constitute avoidable
preferences under Section 547 of the U.S. Bankruptcy Code or similar state laws with
avoidable preference provisions in the event of the filing of a petition for relief under the
U.S. Bankruptcy Code or similar state laws by or against the Authority (or any other
account party under the letter of credit).
  (5)  The obligation to reimburse the issuer of a First Tier Reserve Surety
Agreement for any fees or expenses or claims or draws upon such First Tier Reserve
Surety Agreement shall be subordinate to the payment of debt service on the First Tier
Bonds.  The right of the issuer of a First Tier Reserve Surety Agreement to payment or
reimbursement of its fees and expenses shall be subordinated to cash replenishment of the
First Tier Reserve Account, and, subject to the second succeeding sentence, its right to
reimbursement for claims or draws shall be on a parity with the cash replenishment of the
First Tier Reserve Account.  The First Tier Reserve Surety Agreement shall provide for a
revolving feature under which the amount available thereunder will be reinstated to the
extent of any reimbursement of draws or claims paid.  If the revolving feature is


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suspended or terminated for any reason, the right of the issuer of the First Tier Reserve
Surety Agreement to reimbursement will be further subordinated to cash replenishment
of the First Tier Reserve Account to an amount equal to the difference between the full
original amount available under the First Tier Reserve Surety Agreement and the amount
then available for further draws or claims.  In the event (a) the issuer of a First Tier
Reserve Surety Agreement becomes insolvent, or (b) the issuer of a First Tier Reserve
Surety Agreement defaults in its payment obligations thereunder, or (c) the claims paying
ability the issuer of the insurance policy or surety bond falls below "AAA," "AAA" or
"Aaa", by S&P, Fitch and Moody's, respectively, or (d) the rating of the issuer of the
letter of credit falls below "AA" by S&P or Fitch or "Aa" by Moody's, the obligation to
reimburse the issuer of the First Tier Reserve Surety Agreement shall be subordinate to
the cash replenishment of the First Tier Reserve Account.
  (6)  In the event (a) the revolving reinstatement feature described in the
preceding paragraph is suspended or terminated, or (b) the rating of the claims paying
ability of the issuer of the surety bond or insurance policy falls below "AAA," "AAA" or
"Aaa", by S&P, Fitch and Moody's, respectively, or (c) the rating of the issuer of the
letter of credit falls below "AA" by S&P and Fitch and "Aa" by Moody's, or (d) the issuer
of the First Tier Reserve Surety Agreement defaults in its payment obligations
thereunder, or (e) the issuer of the First Tier Reserve Surety Agreement becomes
insolvent, the Authority shall either (i) deposit into the First Tier Reserve Account, in
accordance with Section 507 hereof, an amount sufficient to cause the cash or Authorized
Investments on deposit in the First Tier Reserve Account to accumulate to the First Tier
Required Reserve, or (ii) replace such instrument with a surety bond, insurance policy, or
letter of credit meeting the requirements in any of 1 through 3, above, within six months
of such occurrence.
  (7)  Where applicable, the amount available for draws or claims under a First
Tier Reserve Surety Agreement may be reduced by the amount of cash or Authorized
Investments deposited in the First Tier Reserve Account pursuant to clause (i) of the
preceding subparagraph 6.
  (8)  If the Authority chooses the above described alternative to a cash-funded
First Tier Reserve Account, any amounts owed by the Authority to the issuer of such
credit instrument as a result of a draw thereon or a claim thereunder, as appropriate shall
be included in any calculation of "Debt Service Requirements".
  (9)  The Trustee shall ascertain the necessity for a claim or draw upon any
First Tier Reserve Surety Agreement and provide notice to the issuer of the First Tier
Reserve Surety Agreement in accordance with its terms not later than three days (or such
appropriate time period as will, when combined with the timing of required payment
under the First Tier Reserve Surety Agreement, ensure payment under the First Tier
Reserve Surety Agreement on or before the interest payment date) prior to each interest
payment date.
  (10)  Cash on deposit in the First Tier Reserve Account shall be used (or
investments purchased with such cash shall be liquidated and the proceeds applied as
required) prior to any drawing on any First Tier Reserve Surety Agreement deposited in
the First Tier Reserve Account.  If and to the extent that more than one First Tier Reserve


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  Surety Agreement is deposited in the First Tier Reserve Account, drawings thereunder
  and repayments of costs associated therewith shall be made on a pro rata basis, calculated
  by reference to the maximum amounts available thereunder.
  Section 509.  Use of Reserve Maintenance Fund.  Moneys held by the Authority in the
Reserve Maintenance Fund shall be used for the purpose of paying the cost of repairs, painting,
renewals, replacements, improvements, and other costs and expenses necessary for safe or
efficient operation of the Tollway or to prevent loss of revenues, for engineering expenses
relating to the functions of the Authority, for eq uipment, expenses of maintenance, and operating
expenses not occurring at annual or shorter periods.
  The Authority shall make payments directly from the Reserve Maintenance Fund by
drawing checks thereon in such manner as the Authority may determine by resolution duly
adopted, and such Fund shall be used only for the purposes and in the manner provided in this
Section.
  If at any time the amount in the Sinking Funds to the credit of the Bond Interest
Accounts, the Redemption Accounts, and the Reserve Accounts shall be insufficient for the
purpose of paying the interest on or principal of the bonds and Payment Obligations when due,
then the Authority shall transfer from the Reserve Maintenance Fund to the Trustee for deposit in
the Sinking Funds for credit to the Bond Intere st Accounts and Redemption Accounts an amount
sufficient to make up any such deficiency, provided that no such transfer shall be made of
moneys in the Reserve Maintenance Fund which are, determined by the Board, to be needed then
for repairs or replacements necessary to maintain safe operation of the Tollway or to prevent loss
of revenue of the Tollway.  Any moneys so required to be transferred from the Reserve
Maintenance Fund to the Bond Interest Accounts or the Redemption Accounts shall be restored
by the Trustee from the first available moneys in the Revenue Fund, subject to the same
conditions as are prescribed for deposits to the credit of the Reserve Maintenance Fund under the
provisions of Section 507 of this Article.
  Section 510.  Use of Capital Improvement Fund.  Moneys held by the Authority in the
Capital Improvement Fund may be used by the Au thority for the purpose of paying the cost of
repairs, enlargements, extensions, resurfacing, additions, renewals, improvements, acquisition of
rights of way, reconstruction and replacements, capital expenditures, engineering, studies, and
other expenses relating to the powers or functions of the Authority in connection with the
Tollway, or for any other purpose now or hereafter authorized by law
  The Authority shall make payments directly from the Capital Improvement Fund by
drawing checks thereon in such manner as the Authority may determine by resolution duly
adopted.
  Section 511.  Application of Moneys in Redemption Accounts; Payment of Bonds
and Payment Obligations; Redemption of Bonds.  (a)  To the extent of any moneys at any
time in the First Tier Redemption Account, the Trus tee shall retire or provide for the retirement
of principal of First Tier Bonds, including First Tier Payment Obligations, on a parity and pro
rata basis, with money from the First Tier Re demption Account, and the Trustee shall pay, when
due, the amount of principal of all First Tier Bonds scheduled to mature and all First Tier
Payment Obligations, and the Trustee shall redeem or purchase First Tier Bonds prior to maturity
during each year specified in, and pursuant to, any optional or mandatory redemption provisions
required for First Tier Bonds, and shall pay the principal, any redemption premium required


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therefor, and all necessary and proper expenses in connection therewith, from the First Tier
Redemption Account, but shall pay all accrued intere st on First Tier Bonds from the First Tier
Bond Interest Account.
  (b)  To the extent of any moneys at any time in the Second Tier Redemption Account,
the Trustee shall retire or provide for the retirement of principal of Second Tier Bonds, including
Second Tier Payment Obligations, on a parity and pro rata basis, with money from the Second
Tier Redemption Account, and the Trustee shall pay, when due, the amount of principal of all
Second Tier Bonds scheduled to mature and all Second Tier Payment Obligations, and the
Trustee shall redeem or purchase Second Tier Bonds prior to maturity during each year specified
in, and pursuant to, any optional or mandatory redemption provisions required for Second Tier
Bonds, and shall pay the principal, any redemption premium required therefor, and all necessary
and proper expenses in connection therewith, from the Second Tier Redemption Account, but
shall pay all accrued interest on Second Tier Bond s from the Second Tier Bond Interest Account.
  (c)  To the extent of any moneys at any time in the Third Tier Redemption Account or
any sub-account therein, the Trustee shall retire or provide for the retirement of principal of
Third Tier Bonds, including Third Tier Payment Obligations, on a parity and pro rata basis or
such other basis as is set forth in the Supplemental Agreement pursuant to which a series of
Third Tier Bonds is issued, with money from the Third Ti  er Redemption Account or the
applicable sub-account therein, and the Trustee shall pay, when due, the amount of principal of
all Third Tier Bonds scheduled to mature and all Third Tier Payment Obligations, and the
Trustee shall redeem or purchase Third Tier Bonds prior to maturity during each year specified
in, and pursuant to, any optional or mandatory redemption provisions required for Third Tier
Bonds, and shall pay the principal, any redemption premium required therefor, and all necessary
and proper expenses in connection therewith, from the Third Tier Redemption Account or the
applicable sub-account therein, but shall pay all accrued interest on Third Tier Bonds from the
Third Tier Bond Interest Account or the applicable sub-account therein.
  Section 512.  Application and Pledge of Moneys in Sinking Funds  .  (a)  Subject to the
terms and conditions set forth in this Agreement, the First Tier Sinking Fund shall be held in
trust and disbursed by the Trustee for (1) the payment of interest upon the First Tier Bonds
issued hereunder as such interest falls due, or (2) the payment of the principal of such First Tier
Bonds at maturity, or (3) the payment of First Tier Payment Obligations, or (4) the payment of
the purchase price or redemption price of such Fi rst Tier Bonds before maturity, as provided in
this Agreement or any Supplemental Agreement, and such moneys are hereby pledged to and
charged with the payment mentioned in this Section 512(a).
  (b)  Subject to the terms and conditions set forth in this Agreement, the Second Tier
Sinking Fund shall be held in trust and disbursed by the Trustee for (1) the payment of interest
upon the Second Tier Bonds issued hereunder as such  interest falls due, or (2) the payment of the
principal of such Second Tier Bonds at maturity, or (3) the payment of Second Tier Payment
Obligations, or (4) the payment of the purchase price or redemption price of such Second Tier
Bonds before maturity, as provided in this Agreement or any Supplemental Agreement, and such
moneys are hereby pledged to and charged with the payment mentioned in this Section 512(b).
  (c)  Subject to the terms and conditions set forth in this Agreement, the Third Tier
Sinking Fund shall be held in trust and disbursed by the Trustee for (1) the payment of interest
upon the Third Tier Bonds issued hereunder as such interest falls due, or (2) the payment of the


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principal of such Third Tier Bonds at maturity, or (3) the payment of Third Tier Payment
Obligations, or (4) the payment of the purchase  price or redemption price of such Third Tier
Bonds before maturity, as provided in this Agreement or any Supplemental Agreement, and such
moneys are hereby pledged to and charged with the payment mentioned in this Section 512(c).
  Section 513.  Withdrawals from Bond Interest Accounts.  (a)  The Trustee shall, from
time to time, withdraw from the First Tier Bond Interest Account and remit to the respective
owners of First Tier Bonds the amounts required for paying interest upon the First Tier Bonds as
such interest comes due on the dates and in the manner provided in this Agreement or any
Supplemental Agreement or other proceedings approved by the Board.
  (b)  The Trustee shall, from time to time, withdraw from the Second Tier Bond
Interest Account and remit to the respective owners of Second Tier Bonds the amounts required
for paying interest upon the Second Tier Bonds as such interest comes due on the dates and in
the manner provided in this Agreement or any Supplemental Agreement or other proceedings
approved by the Board.
  (c)  The Trustee shall, from time to time, withdraw from the Third Tier Bond Interest
Account or any applicable sub-account therein and remit to the respective owners of Third Tier
Bonds the amounts required for paying interest upon the Third Tier Bonds as such interest comes
due on the dates and in the manner provided in this Agreement or any Supplemental Agreement
or other proceedings approved by the Board.
  Section 514.  Moneys Set Aside for Principal and Interest Held in Trust; Moneys
Unclaimed for Three Years after Maturity of Bonds.  All moneys which the Trustee shall
have withdrawn from the Sinking Funds or shall have received from any other source and shall
have set aside in separate accounts or deposits with the Trustee for the purpose of paying any of
the bonds hereby secured, either at maturity thereof or upon call for redemption, shall be held in
trust for the respective holders of such bonds, without interest.  But any moneys which shall be
so set aside or deposited by the Trustee and which remain unclaimed by the holders of such
bonds for a period of three years after the date on which such bonds shall have become payable
shall upon request in writing be turned over to the Authority,  and the Trustee shall have no
responsibility with respect to such moneys; provided, however, that the Trustee shall comply
with Title 6, Texas Property Code, where applicable.
  Section 515.  Cancellation of Bonds upon Payment.  All bonds paid, redeemed or
purchased, either at or before maturity, shall be cancelled and delivered to the Trustee when such
payment, redemption or purchase is made.  All  cancelled bonds shall be held by the Trustee until
this Agreement shall be released; provided, however, that bonds so cancelled may at any time be
destroyed by the Trustee in the presence of one of its authorized officers, who shall execute a
certificate of destruction in duplicate describing the bonds so destroyed, and one executed
certificate shall be filed with the Chief Financial Officer of the Authority and the other executed
certificate shall be retained by the Trustee.
  Section 516.  Additional Security.  Except as otherwise provided or permitted herein,
the Net Revenues securing all (a) First Tier Bonds, shall be shared on a parity with other First
Tier Bonds on an equal and ratable basis, (b) Second Tier Bonds, shall be shared on a parity with
other Second Tier Bonds on an equal and ratable basis, but subordinate and junior to the lien on,
pledge of and security in the Net Revenues for the benefit of the holders of the First Tier Bonds,
and (c) Third Tier Bonds, shall be shared with other Third Tier Bonds on the basis established in


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a Supplemental Agreement or Agreements, but subordinate and junior to the lien on, pledge of
and security in the Net Revenues for the benefit of the holders of the First Tier Bonds and
Second Tier Bonds.  The Authority may, however, in its discretion, provide Additional Bond
Security, but shall have no obligation to provide such additional security or credit enhancement
to other bonds, except that no Additional Bond Security shall be provided unless there shall have
been first delivered to the Trustee an opinion of Bond Counsel that the exclusion from gross
income of interest on any bonds for federal income tax purposes will not be adversely affected
thereby.
  Section 517.  Swap Termination Payment Sub-Account.  (a) A special sub-account to
be held by the Trustee within the Third Tier Redemption Account is hereby created and
designated "Swap Termination Payment Sub-Account."
  (b) If specifically so provided in a Qualified Credit Agreement or in the proceedings
approved by the Authority in connection therewith, Third Tier Payment Obligations constituting
payments required to be made under a Qualifie d Credit Agreement upon the early termination of
the Qualified Credit Agreement or a transaction entered into pursuant thereto shall be secured by
and payable from the Net Revenues required to be deposited into the Swap Termination Payment
Sub-Account.  The Trustee shall withdraw from the Revenue Fund for deposit into the Swap
Termination Payment Sub-Account such amounts as  are necessary for the Authority to pay such
Third Tier Payment Obligations in accordance with Section 507 of this Agreement and this
Section 517.  All Third Tier Payment Obligations payable out of the Swap Termination Payment
Sub-Account are secured on an equal and ratable basis by moneys on deposit in the Swap
Termination Payment Sub-Account.
  (c) Third Tier Payment Obligations payable out of the Swap Termination Payment Sub-
Account are secured by and payable from a lien  on and pledge of the pledged Net Revenues on a
subordinate basis to all other Outstanding Third Tier Bonds.  Deposits into the Swap
Termination Payment Sub-Account shall be subordinate to all other deposits into the Third Tier
Redemption Account or other sub-accounts therein.
  (d) To the extent of any moneys at any time in the Swap Termination Payment Sub-
Account, the Trustee shall pay, when due, all Third Tier Payment Obligations payable from the
Swap Termination Payment Sub-Account, on a parity and pro rata basis, with money from the
Swap Termination Payment Sub-Account.



  ARTICLE VI
  DEPOSITARIES OF MONEYS, SECURITY FOR DEPOSITS
  AND INVESTMENT OF FUNDS
  Section 601.  Depositaries; Deposits Constitute Trust Funds; Qualifications of
Depositaries; Security for Deposits.  All moneys paid to or deposited with the Trustee and any
Depositary or Depositaries under the provision of this Agreement, or deposited with any
Depositary to the credit of the Trustee, shall be held and applied only in accordance with the
provisions of this Agreement, and shall not be subject to lien or  attachment by any creditor of the
Authority.




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  All moneys received by the Authority pursuant to this Agreement, whether as proceeds
from the sale of bonds or as revenues, shall be deemed to be trust funds, to be held and applied
solely as provided in this Agreement.  Any officer to whom, or any bank or trust company to
which, such moneys shall be paid shall act as tr ustee of such moneys and shall hold and apply
same for the purposes thereof, subject to such re gulation as the Turnpike Act and this Agreement
provide.
  No moneys shall be deposited with any Depositary, except the Trustee, in an amount
exceeding seventy-five percent (75%) of the amount which an officer of such Depositary shall
certify to the Authority and to the Trustee as the combined capital and surplus of such
Depositary.
  All moneys held by and deposited with the Trustee and any other depositaries (including
all moneys held on time deposit, under certificates of deposit, or under any other similar
arrangements), and not invested as provided in this Agreement, shall be continuously secured,
for the benefit of the Authority and the holders of the bonds, by each of such institutions lodging
with its own trust department, or, if any such  institution has no trust department, then by lodging
with the Trustee, as collateral security, direct obligations of, or obligations the principal of and
the interest on which are unconditionally guaranteed by, the United States Government, or
indirect obligations of the United States of America such as bonds or other obligati  ons issued by
any Federal Agency, including the following Federal Agencies: Export-Import Bank of the
United States, United States Postal Service, Government National Mortgage Association, Federal
National Mortgage Association, or Federal Home Loan Banks (with all of the foregoing
obligations together with repurchase agreements secured by the foregoing obligations, being
collectively herein called  and defined as "Federal Securities" having a market value (exclusive of
accrued interest) not less than the amount of such deposit.
  Section 602.  Investment of Moneys in Construction Fund, Reserve Accounts,
Reserve Maintenance Fund, Capital Improvement Fund, Operation and Maintenance
Fund, Bond Interest Accounts and Redemption Accounts; Time Deposits or other
Arrangements in Lieu of Investments.  All moneys held for the credit of the Construction Fund
shall, as nearly as may be practicable, be invested and reinvested by the Trustee, as directed by
the Authority, in Authorized Investments which shall mature, or which shall be subject to
redemption by the holder thereof at the option of such holder, in such amounts and at such times
as will be required to provide moneys when needed to pay the Costs payable from the
Construction Fund.
  Moneys held for the credit of the Reserve Accounts shall, as nearly as may be
practicable, be invested and reinvested by the Trustee, as directed by the Authority, in
Authorized Investments which shall mature, or shall be subject to re  demption by the holder
thereof at the option of such holder, not later than five years after the date of such investment.
  Moneys held for the credit of the Reserve Maintenance Fund may be invested and
reinvested by the Authority in Authorized Investments which shall mature, or which shall be
subject to redemption by the holder thereof at the option of such holder, not later than five years
after the date of such investment.
  Moneys held for the credit of the Capital Improvement Fund may be invested in any of
the Authorized Investments or in any other manner authorized by the Board.



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  Moneys held for the credit of the Operation and Maintenance Fund shall be invested and
reinvested by the Authority, and the Revenue Fund, the Bond Interest Accounts, and the
Redemption Accounts shall be invested and reinvested by the Trustee, as directed by the
Authority, in Authorized Investments which shall mature, or which shall be subject to
redemption by the holder thereof at the option of such holder, not later than the respective dates
which will allow moneys to be available in each of said Funds and Accounts for use at the
appropriate times and for the purposes for which they were created.
  In lieu of the investments as provided above, and at the option of the Authority, and in
any other case where the Authority deems it advisable, the Authority may make interest bearing
time deposits, invest in certificates of deposit, or make other similar arrangements with the
Trustee or any other depositary in connection with moneys in any Fund or Account created by
this Agreement, as may be permitted by law, and which will allow moneys to be available in
each of the Funds and Accounts created by this Agreement for use at the appropriate times and
for the purposes for which they were created, provided that all such time deposits, certificates of
deposit, and other similar agreements shall be  secured in the manner provided in Section 601
hereof for uninvested moneys.
  Section 603.  Investments and Deposits Deemed to be Part of Funds and Accounts
for which Purchased; Interest, Profit, and Loss from Investments; Disposition of
Investment Earnings, Sale, Collection, and Redemption of Investments; Deposit and
Investment of Moneys Subject to Applicable Laws of the State of Texas; Valuation of
Funds or Accounts; Rebates to United States of America.  Obligations purchased as an
investment of moneys in any Fund or Account created under the provisions of this Agreement
and all time deposits or similar arrangements made in connection therewith, shall be deemed at
all times to be a part of such Fund or Account, and the interest accruing thereon and any profit
realized from any investment shall be credited  to such Fund or Account, and any loss resulting
from any investment shall be charged to such Fund or Account; provided, however, that
Section 508 hereof shall be applicable at all times to the Reserve Accounts, and the excess
investment earnings from the Reserve Accounts shall be deposited as required in Section 508.  It
is further provided that, at the option of the Authority, during the period of construction or
completion of construction of any project, the Authority may direct the Trustee to transfer from
the Construction Fund and deposit to the credit of the applicable Bond Interest Account, from the
investment earnings deposited in the Construction Fund and/or the Reserve Maintenance Fund
all or any part of an amount, which, together with the amount then available in the applicable
Bond Interest Account, will be sufficient to pay the interest coming due on the bonds on each
interest payment date, respectively.  The Trustee shall account for all amounts at any time on
hand in the Construction Fund attributable to all investment earnings, regardless of their source,
and shall make the deposits required above to the extent of such investment earnings on hand at
the time each such deposit is required to be made.  It is further provided that in the unexpected
event that such investment earnings should not be sufficient to supplement the applicable Bond
Interest Account in an amount required to enable the Trustee to pay from the applicable Bond
Interest Account the interest coming due on the bonds on any interest payment date, then the
Trustee, without further authorization or requisition, shall use the corpus of the Construction
Fund (original bond proceeds) to the extent necessary to provide the required supplement to the
applicable Bond Interest Account.




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  The Trustee, any other depositaries, and the Authority, as the case may be, shall sell at
the best price obtainable in the exercise of reasonable diligence, or present for payment or
redemption, any obligations so purchased, whenever and to the extent it shall be necessary so to
do, in order to provide moneys required to meet any payment or transfer from any Fund or
Account.  The Trustee, any other depositaries, and the Authority, as the case may be, shall
present for payment all such obligations when they mature or when they shall be called for
redemption and the proceeds thereof shall be reinvested promptly, unless needed to meet any
such payment or transfer.  Neither the Trustee, any other depositaries, nor the Authority shall be
liable or responsible for making any such investment or for any loss resulting from any such
investment, but any resulting deficiency in any Fund or Account shall be restored from the first
moneys available therefor in accordance with Section 507 hereof.  The Trustee and any other
depositaries shall advise the Authority in writing,  on or before the fifth day of each month, of the
details of all money and investments held by them for the credit of any such Fund or Account.
  The provisions of this Agreement which relate to the deposit and to the investment of
moneys shall be subject to the provisions of any applicable laws of the State of Texas.
  All Authorized Investments purchased as an investment of any Fund or Account created
hereunder shall be valued at the amortized value thereof (at the "Value of Authorized
Investments" as defined in Section 101 hereof).  The Reserve Accounts shall be valued by the
Authority as of the last business day of the curre nt Fiscal Year, and semiannually thereafter as of
the last business day of the sixth and twelfth months, respectively, of each Fiscal Year.
  Notwithstanding any other provisions of this Agreement, if investment income derived
from any Fund or Account maintained pursuant hereto is required to be rebated to the United
States of America, as required by the tax covenants of the Authority described in Section 713
hereof, in order to prevent any bonds from being "arbitrage bonds", such investment income
shall be so rebated from the appropriate Fund or Account, and the amounts of such rebates shall
not be considered to be revenues of the Tollway.  The Trustee shall forthwith, upon the request
and direction of the Authority, transmit any such rebate amounts held by it to the United States
of America as directed by the Authority.

  ARTICLE VII
  PARTICULAR COVENANTS
  Section 701.  Payment of Principal, Interest, and Premium; Pledge of Tolls and
other Revenues of the Tollway.  The Authority covenants that it will promptly pay the principal
of and the interest on every bond, including Payment Obligations, at the places, on the dates and
in the manner provided herein and in said bonds, and any premium required for the retirement of
said bonds by redemption, according to the true intent and meaning thereof.  The principal,
interest (except interest paid from proceeds of the bonds) and premiums are payable solely in the
priorities and from the sources herein described, including the tolls and other revenues derived
from the ownership and operation of the Tollway, which sources, tolls, and other revenues are
hereby pledged to the payment thereof in the manner and to the extent hereinabove particularly
specified, and nothing in the bonds or in this Agreement shall be construed as pledging any other
funds or assets of the Authority for their payment.
  Section 702.  Use and Operation of Tollway.  The Authority cove  nants that it will
establish and enforce reasonable rules and regulations governing the use of the Tollway and the


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operation thereof, that all compensation, salaries, fees and wages paid by it in connection with
the maintenance, repair and operation thereof will  be reasonable, that no more persons will be
employed by it than are necessary, that it will maintain and operate the Tollway in an efficient
and economical manner, that, from the revenues of the Tollway, it will at all times maintain the
same in good repair and in sound operating condition and will make all necessary repairs,
renewals and replacements, and that it will comply with all valid acts, rules, regulations, orders
and directions of any legislative, executive, administrative or judicial body applicable to the
Tollway.
  The Authority further covenants that it will take all lawful action on its part which may
be necessary or desirable to advertise and promote the Tollway to the traveling public and to
secure the cooperation and aid of TxDOT in the placing and replacing  of highway designation
signs and adequate directional signs to the Tollway which, in the judgment of the Authority, may
be beneficial to the Tollway or necessary to protect against the diversion of traffic from the
Tollway.
  Section 703.  Observance and Compliance with Valid Requirements; No Liens or
Charges upon Tollway, Tolls or Other Revenues; Payment of Lawful Charges.  The
Authority covenants that it will duly observe and comply with all valid requirements of any
governmental authority relative to the Tollway or any part thereof, that it will not create or suffer
to be created any lien or charge upon the Tollway or any part thereof or upon the tolls or other
revenue therefrom except the lien and charge of the bonds secured hereby upon such tolls and
revenue, unless any such lien or charge is junior and subordinate in all respects to the lien and
charge of the bonds secured hereby, it being understood that the Authority may issue bonds,
notes, or other obligations payable from, or secured by,  moneys in the Capital Improvement
Fund to the extent now or hereafter permitted by law without violating the foregoing covenant.
The Authority further covenants that, from such revenues or other available funds, it will pay or
cause to be discharged, or will make adequate pr ovision to satisfy and discharge, within sixty
(60) days after the same shall  accrue, all lawful claims and demands for labor, materials, supplies
or other objects which, if unpaid, might by law become a lien upon the Tollway or any part
thereof or the tolls or other revenue therefrom; provided, however, that nothing in this Section
contained shall require the Authority to pay or cause to be discharged, or make provision for, any
such lien or charge so long as the validity thereof shall be contested in good faith and by
appropriate legal proceedings.
  Section 704.  Employment of Consulting Engineers and Traffic Engineers.  (a) The
Authority covenants that, until the bonds and the interest thereon shall have been paid or
provision for such payment shall have been made, it will employ Consulting Engineers for the
purpose of performing and carrying out the duties imposed on the Consulting Engineers by this
Agreement.
  (b)  The Authority covenants that, until the bonds and the interest thereon shall have
been paid or provision for such payment shall have been made, it will, for the purpose of
performing and carrying out the duties imposed on the Traffic Engineers by this Agreement,
employ from time to time where required by this Agreement, an independent engineer or
engineering firm or corporation, other than the Consulting Engineers, having a nation-wide and
favorable repute for skill and experience in such work.




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  Section 705.  Insurance Recommendations.  The Authority covenants that, during each
Fiscal Year while any bonds are Outstanding, it w ill obtain from the Consulting Engineers, on or
before the 90th day prior to the end of each Fiscal Year, the report of the Consulting Engineers
required by Section 504 hereof, containing their advice and recommendations concerning the
amounts and types of insurance which should be carried with respect to the Tollway during the
ensuing Fiscal Year or years.
  Section 706.  Insurance Requirements.  The Authority covenants that it will follow the
recommendations of the Consulting Engineers with  respect to insurance, and will carry with a
qualified and responsible insurance company or companies such insurance with respect to the
Tollway as is then required by law and otherwise as is recommended by the Consulting
Engineers in accordance with Section 705.
  Section 707.  Self Insurance.  Notwithstanding the provisions of Sections 705 and 706,
the Authority may, upon the recommendation of the Consulting Engineers, establish programs
for self insurance against various risks and losses, to the extent and in the manner as may be
deemed advisable.
  Section 708.  Schedule of Insurance Policies; Settlement of Insurance Claims .
Within the first three (3) months of each Fiscal Year the Authority shall mail to the Consulting
Engineers and the Trustee a schedule of all insurance policies or self insurance plans referred to
in Sections 705, 706 and 707 of this Article which are then in effect, stating with respect to each
policy the name of the insurer, the amount, number and expiration date, and the hazards and risks
covered thereby, and also stating the details of each self insurance program established by the
Authority.  All such insurance policies shall be open to the inspection of the bondholders and
their representatives at all reasonable times.  The Trustee is hereby authorized, but is not
obligated, in its own name to demand, collect, sue and receipt for any insurance money which
may become due and payable under any policies payable to it.
  Any appraisement or adjustment of any loss or damage under any policy payable to the
Trustee and any settlement or payment of indemnity under such policy which may be agreed
upon between the Authority and any insurer shall be evidenced to the Trustee by a certificate,
signed by the Chairman or Vice Chairman and a  Board Representative, which certificate may be
relied upon by the Trustee as conclusive.  The Trustee shall in no way be liable or responsible for
the collection of insurance moneys in case of any loss or damage.
  Section 709.  Rights of Trustee or of Bondholders Not to be Impaired.  The Authority
covenants and agrees that, until the bonds and the interest thereon shall have been paid or
provision for such payment shall have been made, none of the revenues of the Tollway will be
used for any purpose other than as provided in this Agreement and no contract or contracts will
be entered into or any action taken by which the rights of the Trustee or of the bondholders will
be impaired or diminished, except  as provided in this Agreement.
  Section 710.  Further Instruments and Action.  The Authority covenants that it will,
from time to time, execute and deliver such further instruments and take such further action as
may be required to carry out the purposes of this Agreement.
  Section 711.  Accurate Records; Monthly Reports; Annual Audits; Additiona1
Reports or Audits, Annual Report.  The Authority covenants that it will keep an accurate
record of the daily tolls and ot her revenues collected, of the number and class of vehicles using



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the Tollway and of the application of such tolls.  Such record shall be open to the inspection of
the bondholders and their agents and representatives.
  The Authority further covenants that once each month it will cause to be filed with the
Trustee and mailed to the Consulting Engineers,  the Traffic Engineers, and each bondholder who
shall have filed his name with the Board Representative designated for such purpose, which shall
initially be the Chief Financial Officer of the Authority, copies of any revision of the Toll Rate
Schedule during the preceding calendar month and a report setting forth in respect of the
preceding calendar month:
  (a)  the income and expense account of the Tollway,
  (b)  the number of vehicles in each class using the Tollway,
  (c)  all payments, deposits and credits to and any payments, transfers and withdrawals
  from each Fund and Account created under the provisions of this Agreement,
  (d)  all bonds issued, paid, purchased or redeemed,
  (e)  the amounts at the end of such month to the credit of each Fund and Account,
  showing the respective amounts to the credit of each such Fund and Account, and any
  security held therefor, and showing the details of any investments thereof, and
  (f)  the amounts of the proceeds received from any sales of property pursuant to the
  provisions of Section 712 of this Article.
  The Authority further covenants that during the month following the end of each Fiscal
Year it will cause an audit to be made of its books and accounts relating to the Tollway for the
previous Fiscal Year by an independent certified public accountant of recognized ability and
standing.  Promptly thereafter reports of each a udit shall be filed with the Authority and the
Trustee, and copies of such report shall be ma iled by the Authority to the Consulting Engineers,
the Traffic Engineers, and each bondholder who shall have filed his name with the Board
Representative designated for such purpose, which shall initially be the Chief Financial Officer
of the Authority.  Each such audit shall set forth in respect to the preceding Fiscal Year the same
matters as are hereinabove required for the monthly reports, and also the findings of such
certified public accountants whether the moneys received by the Authority under the provisions
of this Agreement have been applied in accordance  with the provisions of this Agreement.  Such
monthly reports and annual audit reports shall be open to the inspection of the bondholders and
their agents and representatives.
  The Authority further covenants that it will furnish to the Trustee such other information
concerning the Tollway or the operation thereof as the Trustee may reasonably request.
  Section 712.  Covenant Against Sale or Encumbrance; Exception  .  The Authority
covenants that, until the bonds and interest thereon have been paid or provision for such payment
shall have been made, and except as in this Agreement otherwise permitted, it will not sell, lease
or otherwise dispose of or encumber the Tollway or  any part thereof and will not create or permit
to be created any charge or lien on the revenues derived therefrom unless such charge or lien is
made junior and subordinate in all respects to the charge and lien herein made for the benefit of
the bonds; provided that the Authority may lease or contract with respect to the operation of
service stations or other facilities referred to in  Section 12 of the Turnpike Act.  The Authority
may, however, from time to time, se ll, exchange or otherwise dispose of any machinery, fixtures,


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apparatus, tools, instruments or other movable property acquired by it from the proceeds of
bonds issued on account of the Tollway or from the revenues thereof or otherwise, if the
Authority shall determine that such articles are no longer needed or are no longer useful in
connection with the construction or operation and maintenance of the Tollway, and the proceeds
thereof shall be applied to the replacement of the properties so sold or disposed of or shall be
paid to the Trustee to be held for the credit of the Construction Fund, the Reserve Maintenance
Fund, the Capital Improvement Fund or the Sinking Funds, as the Authority may direct.  The
Authority may from time to time sell, exchange  or otherwise dispose of any real property or
release, relinquish or extinguish any interest therein as the Authority by resolution shall declare
is not needed or serves no useful purpose in connection with the maintenance and operation of
the Tollway, and the proceeds thereof, if any, shall be applied as hereinabove provided for the
proceeds of the sale or disposal of movable property.  Notwithstanding the foregoing, it is
acknowledged and agreed that nothing herein shall prevent the Authority from re-conveying or
allowing the reversion of property leased or otherwise acquired upon the termination of the lease
or agreement pursuant to which such  property was originally acquired.
  Upon any disposition of property under the provisions of this Section the Authority shall
notify the Trustee thereof and the amount and disposition of the proceeds thereof.
  Section 713.  Tax Covenants.  All covenants in any bond resolution or Supplement with
respect to the treatment of the Existing Bonds as obligations described in Section 103 of the
Code, the interest on which is not includable in the "gross income" of the holder for purposes of
federal income taxation, are hereby confirmed by the Authority.  All such covenants, if any, with
respect to Additional Bonds hereafter issued shall be provided for in the Supplemental
Agreement or bond resolution relating to the issuance of such Additional Bonds.

  ARTICLE VIII
  EVENTS OF DEFAULT AND REMEDIES
  Section 801.  Remedies Applicable.  The bondholders shall be entitled to the remedies
provided in this Article VIII.
  Section 802.  Events of Default.  Each of the following events is hereby declared an
"Event of Default," that is to say: If
  (a)  the Authority shall default in the payment of the principal or premium, if any, of
  any of the bonds when the same shall become due and payable, either at maturity or by
  proceedings for redemption; or
  (b)  the Authority shall default in the payment of any installment of interest on any
  bond when the same shall become due and payable; or
  (c)  any part of the Tollway shall be destroyed or damaged to the extent of impairing
  its efficient operation and adversely affecting its gross or net revenues and shall not be
  promptly repaired, replaced or reconstructed (whether such failure promptly to repair,
  replace or reconstruct the same be due to the impracticability of such repair, replacement
  or reconstruction or to lack of funds therefor or for any other reason); or
  (d)  judgment for the payment of money shall be rendered against the Authority if
  such judgment is under any circumstances payable from the revenues of the Tollway and
  any such judgment shall not be discharged within ninety (90) days from the entry thereof


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  or an appeal shall not be taken therefrom or from the order, decree or process upon which
  or pursuant to which such judgment shall have been granted or entered, in such manner as
  to set aside or stay the execution of or levy under such judgment, decree or process or the
  enforcement thereof; or
  (e)  an order or decree shall be entered, with the consent or acquiescence of the
  Authority, appointing a receiver or receivers of the Tollway or any part thereof or of the
  tolls or other revenues thereof, or if such order or decree, having been entered without the
  consent or acquiescence of the Authority, shall not be vacated or discharged or stayed
  within ninety (90) days after the entry thereof; or
  (f)  any proceeding shall be instituted, with the consent or acquiescence of the
  Authority, for the purpose of effecting a composition between the Authority and its
  creditors or for the purpose of adjusting the claims of such creditors, pursuant to any
  federal or state statue now or hereafter enacted, if the claims of such creditors are under
  any circumstances payable from the revenues of the Tollway; or
  (g)  the Authority shall default in the due and punctual performance of any other of
  the covenants, conditions, agreements and provisions contained in the bonds or in this
  Agreement on the part of the Authority to be  performed, and such default shall continue
  for sixty (60) days after written notice specifying such default and requiring same to be
  remedied shall have been given to the Authority by the Trustee, which may give such
  notice in its discretion and shall give such notice at the written request of the holders of
  not less than ten percent (10%) in principal amount of the bonds then Outstanding; and
  the Trustee shall investigate and consider any allegation of such default or Event of
  Default of which any Bond Insurer of record notifies the Trustee in writing; or
  (h)  the occurrence and continuance of an event of default by the Authority under a
  Credit Agreement or Reserve Surety Agreement.
A payment default under Section 802(a) or (b) with respect to a Second Tier Bond or a Third
Tier Bond shall not constitute an Event of Default with respect to First Tier Bonds.  A payment
default under Section 802(a) or (b) with respect to a Third Tier Bond shall not constitute an
Event of Default with respect to Second Tier Bonds.
  Section 803.  Enforcement of Remedies.  Upon the happening a  nd continuance of any
Event of Default specified in Section 802 of this Article, then and in every such case the Trustee
may proceed, and upon the written request of the holders of not less than twenty percent (20%)
in principal amount of the bonds then Outstanding hereunder shall proceed, subject to the
provisions of Section 902 of this Agreement, to protect and enforce its rights and the rights of the
bondholders under the Turnpike Act and under this Agreement by such suits, actions or special
proceedings in equity or at law, or by proceedings in the office of any board or officer having
jurisdiction, either for mandamus or the specific performance of any covenant or agreement
contained herein or in aid or execution of any power herein granted or for the enforcement of any
proper legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce such rights.  Notwithstanding anything to the contrary contained
in this Trust Agreement, acceleration of the principal of or interest on the bonds or any of the
bonds upon the occurrence of an Event of Default is not a remedy available under this Trust
Agreement and in no event shall the Trustee, the owners or other parties have the ability, upon



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the occurrence of an Event of Default, to declare immediately due  and payable the principal of or
interest on the bonds or any of the bonds.
  In the enforcement of any remedy under this Agreement the Trustee shall be entitled to
sue for, enforce payment of and receive any and all amounts then or during any default
becoming, and at any time remaining, due from the Authority for principal, interest or otherwise
under any of the provisions of this Agreement or of the bonds and unpaid, with interest on
overdue payments at the rate or rates of interest borne by such bonds, together with any and all
costs and expenses of collection and of all proceedings hereunder and under such bonds, without
prejudice, to any other right or remedy of the Trustee or of the bondholders, and to recover and
enforce judgment or decree against the Authority, but solely as provided herein and in such
bonds, for any portion of such amounts remaining unpaid, with interest, costs and expenses, and
to collect (but solely from moneys in the applicable Sinking Fund and any other moneys
available for such purposes) in any manner provided by law, the moneys adjudged or decreed to
be payable.
  Section 804.  Pro Rata Application of Funds.  If at any time the moneys in the First
Tier Sinking Fund, the Second Tier Sinking Fund, the Third Tier Sinking Fund, the Reserve
Maintenance Fund or any other sinking funds established hereunder shall not be sufficient to pay
the principal of or the interest on the bonds as the same become due and payable, such moneys,
together with any moneys then available or thereafter becoming available for such purpose,
whether through the exercise of the remedies provided for in this Article or otherwise, shall be
applied (subject to the provisions of Section 902 and Section 905 of this Agreement) as follows;
provided, however, amounts on deposit in a fund or account (i) dedicated to the payment or
security of the First Tier Bonds, the Second Tier Bonds or Third Tier Bonds or (ii) constituting
Additional Bond Security for the benefit of one or more specific series of bonds shall not be
applied as provided below but shall be used only for the purpose for which such deposits were
made:
  (a)  Unless the principal of all the First Tier Bonds shall then be due and payable, all
  such moneys shall be applied first: to the pa yment to the persons entitled thereto of all
  installments of interest then due on the First  Tier Bonds, in the order of the maturity of
  the installments of such interest, and, if the amount availabl e shall not be sufficient to pay
  in full any particular installment, then to the payment ratably, according to the amounts
  due on such installment, to the persons entitled thereto, without any discrimination or
  preference except as to any difference in the respective rates of interest specified in the
  First Tier Bonds; and second:  to the payment of the principal of any First Tier Bonds
  which have matured, and, if the amount available shall not be sufficient to pay all of such
  matured First Tier Bonds, then to the payment thereof ratably, according to the amount
  due; or if no First Tier Bonds have matured, to the retirement of First Tier Bonds in
  accordance with the provisions of Section 511(a) of this Agreement.
  (b)  If the principal of all the First Tier Bonds shall then be due and payable, all such
  moneys shall be applied to the payment of the principal and interest then due and unpaid
  upon the First Tier Bonds, without preference or priority of principal over interest or of
  interest over principal, or of any installment of interest over any other installment of
  interest, or of any First Tier Bond over any other First Tier Bond, ratably, according to
  the amounts due respectively for principal and interest, to the persons entitled thereto



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without any discrimination or preference except as to any difference in the respective
rates of interest specified in the First Tier Bonds.
(c)  If there is no default existing in the pa yment of the principal of, premium, if any,
or interest on the First Tier Bonds but the principal of, premium, if any, or interest on
Second Tier Bonds has not been paid when due, unless the principal of all the Second
Tier Bonds shall then be due and payable, all such moneys shall be applied first:  to the
payment to the persons entitled thereto of all installments of interest then due on the
Second Tier Bonds, in the order of the maturity of the installments of such interest, and,
if the amount available shall not be sufficient to pay in full any particular installment,
then to the payment ratably, according to the amounts due on such installment, to the
persons entitled thereto, without any discrimination or preference except as to any
difference in the respective rates of interest specified in the Second Tier Bonds; and
second:  to the payment of the principal of any Second Tier Bonds which have matured,
and, if the amount available shall not be sufficient to pay all of such matured Second Tier
Bonds, then to the payment thereof ratably, according to the amount due; or if no Second
Tier Bonds have matured, to the retirement of Second Tier Bonds in accordance with the
provisions of Section 511(b) of this Agreement.
(d)  If there is no default existing in the pa yment of the principal of, premium, if any,
or interest on the First Tier Bonds, but the principal of all the Second Tier Bonds shall
then be due and payable, all such moneys shall be applied to the payment of the principal
and interest then due and unpaid upon the Second Tier Bonds, without preference or
priority of principal over interest or of interest over principal, or of any installment of
interest over any other installment of interest, or of any Second Tier Bond over any other
Second Tier Bond, ratably, according to the amounts due respectively for principal and
interest, to the persons entitled thereto without any discrimination or preference except as
to any difference in the respective rates of interest specified in the Second Tier Bonds.
(e)  If there is no default existing in the pa yment of the principal of, premium, if any,
or interest on the First Tier Bonds and Second Tier Bonds but the principal of, premium,
if any, or interest on Third Tier Bonds has not  been paid when due, unless the principal of
all the Third Tier Bonds shall then be due and payable, all such moneys shall be applied
first:  to the payment to the pe rsons entitled thereto of all installments of interest then due
on the Third Tier Bonds, in the order of priority established in the Supplemental
Agreement entered into in conjunction with the issuance of such Third Tier Bonds, and
within a class of Third Tier Bonds, in the order of the maturity of the installments of such
interest, and, if the amount available shall not  be sufficient to pay in full any particular
installment, then to the payment ratably, according to the amounts due on such
installment, to the persons entitled thereto, without any discrimination or preference
within a class of Third Tier Bonds except as to any difference in the respective rates of
interest specified in the Third Tier Bonds; and  second:  to the payment of the principal of
any Third Tier Bonds, in the order of priority established in the Supplemental Agreement
entered into in conjunction with the issuance of such Third Tier Bonds, which have
matured, and, if the amount available shall not be sufficient to pay all of such matured
Third Tier Bonds within such class, then to  the payment thereof ratably, according to the
amount due; or if no Third Tier Bonds have matured, to the retirement of Third Tier



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  Bonds in accordance with the provisions of the Supplemental Agreement executed and
  delivered in conjunction with the issuance of such Third Tier Bonds.
  (f)  If there is no default existing in the pa yment of the principal of, premium, if any,
  or interest on the First Tier Bonds and Second Tier Bonds, but the principal of all the
  Third Tier Bonds shall then be due and payable, all such moneys shall be applied to the
  payment of the principal and interest then due and unpaid upon the Third Tier Bonds of
  each class, in the order of priority established in the Supplemental Agreement entered
  into in conjunction with the issuance of such Third Tier Bonds, without preference or
  priority of principal over interest or of interest over principal, or of any installment of
  interest over any other installment of intere st, or of any Third Tier Bond over any other
  Third Tier Bond within the same class, ratably, according to the amounts due respectively
  for principal and interest, to the persons entitled thereto without any discrimination or
  preference except as to any difference in the respective rates of interest specified in the
  Third Tier Bonds.
  Whenever moneys are to be applied by the Trustee pursuant to the provisions of this
Section, such moneys shall be applied by the Trust ee at such times, and from time to time, as the
Trustee in its sole discretion shall determine, having due regard to the amount of such moneys
available for application and the likelihood of additional moneys becoming available for such
application in the future; the deposit of such mone ys with the Paying Agent, or otherwise setting
aside such moneys, in trust for the proper purpose shall constitute proper application by the
Trustee; and the Trustee shall incur no liability whatsoever to the Authority, to any bondholder
or to any other person for any delay in applying any such moneys, so long as the Trustee acts
with reasonable diligence, having due regard to the circumstances, and ultimately applies the
same in accordance with such provisions of this Agreement as may be applicable at the time of
application by the Trustee.  Whenever the Trustee shall exercise such discretion in applying such
moneys, it shall fix the date (which shall be an interest payment date unless the Trustee shall
deem another date more suitable) upon which such application is to be made and upon such date
interest on the amounts of principal to be paid on such date shall cease to accrue.  The Trustee
shall give such notice as it may deem appropriate  of the fixing of any such date, and shall not be
required to make payment to the holder of any unpaid bond or the interest thereon unless such
bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully
paid.
  Section 805.  Effect of Discontinuance of Proceedings.  In case any action taken by the
Trustee on account of any default shall have been discontinued or abandoned for any reason,
then and in every such case the Authority, the Trustee, any Bond Insurer of record, and the
bondholders shall be restored to their former positions and rights hereunder, respectively, and all
rights, remedies, powers and duties of the Trustee shall continue as though no such action had
been taken.
  Section 806.  Majority of Bondholders May Control Proceedings.  Anything in this
Agreement to the contrary notwithstanding, the holders of not less than a majority in principal
amount of the First Tier Bonds then Outstanding hereunder (or, if no First Tier Bonds are then
Outstanding, then the holders of not less than a majority in prin cipal amount of the Second Tier
Bonds then Outstanding, or, if no First Tier Bonds or Second Tier Bonds are then Outstanding,
then the holders of not less than a majority in  principal amount of the Third Tier Bonds then
Outstanding) shall have the right, subject to the provisions of Section 902 of this Agreement, by


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an instrument or concurrent instruments in writing executed and delivered to the Trustee, to
direct the method and place of conducting all remedial actions to be taken by the Trustee
hereunder, provided that such direction shall not be otherwise than in accordance with law or the
provisions of this Agreement, and that the Trust ee shall have the right to decline to follow any
such direction which in the opinion of the Trustee would be unjustly prejudicial to bondholders
not parties to such direction.
  Section 807.  Restrictions upon Action by Individual Bondholder.  No holder of any
of the Outstanding bonds shall have any right to institute any suit, action, mandamus or other
proceeding in equity or at law for the execution of any trust hereunder or the protection or
enforcement of any right under this Agreement or any resolution of the Authority authorizing the
issuance of bonds, or any right under the Turnpike Act or the laws of Texas, excepting only an
action for the recovery of overdue and unpaid principal, interest or redemption premium, unless
such holder previously shall have given to the Trustee written notice of the Event of Default or
breach of trust or duty on account of which such suit or action is to be taken, and unless the
holders of not less than twenty percent (20%) in principal amount of the bonds then Outstanding
shall have made written request of the Trustee afte r the right to exercise such powers or right of
action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable
opportunity either to proceed to exercise the powers herein granted or granted by the Turnpike
Act or by the laws of Texas, or to institute such action, suit or proceeding in its or their name,
and unless, also, there shall have been offered to the Trustee reasonable security and indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and
the Trustee shall have refused or neglected to comply with such request within a reasonable time;
and such notification, request and offer of indemnity are hereby declared in every such case, at
the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of
this Agreement or for any other remedy hereunder or under the Turnpike Act or the laws of
Texas.  It is understood and intended that no one or more holders of the bonds hereby secured
shall have any right in any manner whatsoever by his or their action to affect, disturb or
prejudice the security of this Agreement, or to enforce any right hereunder or under the Turnpike
Act or the laws of Texas with respect to the bonds or this Agreement, except in the manner
herein provided, and that all proceedings at law or in equity shall be instituted, had and
maintained in the manner herein provided and for the benefit of all holders of the Outstanding
bonds, except as otherwise permitted herein with reference to over-due and unpaid principal,
interest or redemption premium.
  Section 808.  Actions by Trustee.  All rights of action under this Agreement or under
any of the bonds, enforceable by the Trustee, may be enforced by it without the possession of
any of the bonds or the production thereof on the trial or other proceeding relative thereto, and
any such suit, action or proceeding instituted by th e Trustee shall be brought in its name for the
benefit of all the holders of such bonds, subject to the provisions of this Agreement.
  Section 809.  No Remedy Exclusive.  No remedy herein conferred upon or reserved to
the Trustee, any Bond Insurer, or to the holders of the bonds is intended to be exclusive of any
other remedy or remedies, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or in equity
or by statute.
  Section 810.  No Delay or Omission Construed to be a Waiver; Repeated Exercise of
Powers and Remedies; Waiver of Default.  No delay or omission of the Trustee or of any


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holder of the bonds to exercise any right or power accruing upon any default shall impair any
such right or power or shall be construed to be a waiver of any such default or any acquiescence
therein; and every power and remedy given by this Agreement to the Trustee and the holders of
the bonds, respectively, may be exercised from time to time and as often as may be deemed
expedient.
  The Trustee may, and upon written request of the holders of not less than a majority in
principal amount of the bonds then Outstanding shall, waive any default which in its opinion
shall have been remedied before the completion of the enforcement of any remedy under this
Agreement, but no such waiver shall extend to or affect any other existing or any subsequent
default or defaults or impair any righ ts or remedies consequent thereon.
  Section 811.  Notice of Default.  The Trustee shall mail to each Bond Insurer of record,
and each bondholder of record written notice of the occurrence of any Event of Default set forth
in Section 802 of this Article, within thirty (30) days after the Trustee  has knowledge of any such
Event of Default.  If in any Fiscal Year the total amount of deposits to the Sinking Funds shall be
less than the amounts required so to be deposited under the provisions of this Agreement, the
Trustee, on or before the first day of the second month of the next succeeding Fiscal Year, shall
mail to each Bond Insurer of record, and all bondholde rs of record written notice of the failure to
make such deposits.  The Trustee shall not, however, be subject to any liability to any
bondholder by reason of its failure to mail any notice required by this Section.
  Section 812.  Bond Insurer's Rights.  Notwithstanding any other provisions of this
Article VIII, if there has been filed with the Trustee a Bond Insurance Policy, or a certified copy
thereof, with respect to any bond, all enforcement remedies and rights to waive defaults with
respect to such bond may be exercised by the registered bondholders only with the written
consent of such Bond Insurer, and, in the alternative, at the option of the Bond Insurer, such
Bond Insurer may enforce any such remedies or waive any default with respect to such bond
without the consent of the registered bondholder, and in such event such Bond Insurer shall be
deemed to be the bondholder for such purpose.  Any Bond Insurer under a Bond Insurance
Policy, or certified copy thereof, which has been filed with the Trustee and is then in effect shall,
for all purposes of this Agreement, constitute  and may be called a Bond Insurer of record.

  ARTICLE IX
  CONCERNING THE TRUSTEE
  Section 901.  Acceptance of Trusts.  The Trustee accepts and agrees to execute the
trusts imposed upon it by this Agreement, but only upon the terms and conditions and subject to
the provisions of this Agreement, to all of whic h the parties hereto and the respective holders of
the bonds agree.
  Section 902.  Trustee Entitled to Indemnity; Trustee May Act Without Indemnity;
Reimbursement of Trustee.  The Trustee shall be under no obligation to institute any suit, or to
take any remedial proceeding under this Agreement, or to enter any appearance or in any way
defend in any suit in which it may be made defendant, or to take any steps in the execution of the
trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be
indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees
and other reasonable disbursements, and against all liability; the Trustee may, nevertheless,
begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by


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it as such Trustee, without indemnity, and in any such case the Authority shall reimburse the
Trustee for all costs and expenses, outlays and counsel fees and other reasonable disbursements
properly incurred in connection therewith.  If the Authority shall fail to make such
reimbursement, the Trustee may reimburse itself from any moneys in its possession under the
provisions of this Agreement and shall be entitled to a preference therefor over any of the bonds
Outstanding hereunder.
  Section 903.  Limitation on Liabilities and Responsibilities of Trustee.  The Trustee
shall be under no obligation to effect or maintain insurance or to renew any policies of insurance
or to inquire as to the sufficiency of any policies of insurance carried by the Authority, or to
report, or make or file claims or proof of loss for, any loss or damage insured against or which
may occur.
  Section 904.  Trustee Not Liable for Failure of Authority to Act or for Deposits in
other Banks.  The Trustee shall not be liable or responsible because of the failure of the
Authority or of any of its employees or agents to make any collections or deposits or to perform
any act herein required of the Authority, or its employees or agents or because of the loss of any
moneys arising through the insolvency or the act or default or omission of any Depositary, or any
Paying Agent other than itself, in which such moneys shall have been deposited under the
provisions of this Agreement.  The Trustee shall  not be responsible for the application of any of
the proceeds of the bonds or any other moneys deposited with it and paid out, invested,
withdrawn or transferred in accordance with the provisions of this Agreement.  The immunities
and exemptions from liability of the Trustee hereunder shall extend to its directors, officers,
employees and agents.
  Section 905.  Compensation and Indemnification of Trustee.  Subject to the
provisions of any contract between the Authority and the Trustee, the Authority shall pay to the
Trustee reasonable compensation for all services performed by it hereunder and also all its
reasonable expenses, charges and other disbursements and those of its attorneys, agents and
employees incurred in and about the administration and execution of the trusts hereby created
and the performance of their powers and duties hereunder, and shall in  demnify and save the
Trustee harmless against any liabilities which it may incur in the exercise and performance of its
powers and duties hereunder, except to the extent any such liabilities result from the negligence
or willful misconduct of the Trustee.  If the Authority shall fail to make any payment required by
this Section, the Trustee may make such payments from any moneys in its possession under the
provisions of this Agreement and shall be entitled to a preference therefor over any of the bonds
Outstanding hereunder.
  Section 906.  Trustee May Rely on Certificates.  In case at any time it shall be
necessary or desirable for the Trustee to make any investigation respecting any fact preparatory
to taking or not taking any action or doing or not doing anything as such Trustee, and in any case
in which this Agreement provides for permitting or taking any action, the Trustee may rely
conclusively upon any certificate required or permitted to be filed with it under the provisions of
this Agreement, and any such certificate shall be evidence of such fact to protect it in any action
that it may or may not take or in respect of anything it may or may not do, in good faith, by
reason of the supposed existence of such fact.  Any request, notice or other instrument from the
Authority to the Trustee shall be deemed to have  been signed by the proper party or parties if
signed by the Chairman or Vice Chairman or a Board Representative, and the Trustee may



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accept a certificate signed by the Board Representative as to any resolution adopted or any other
action taken by the Authority.
  Section 907.  Notice of Default.  Except as otherwise provided in this Agreement, the
Trustee shall not be obliged to take notice or be deemed to have  notice of any Event of Default
hereunder, unless specifically notified in writing of such Event of Default by the holders of not
less than twenty percent (20%) in principal amount of the bonds then Outstanding or by any
Bond Insurer of record.
  Section 908.  Trustee May Deal in Bonds and Take Action as Bondholders  .  Any
bank or trust company acting as Trustee under this Agreement, and its directors, officers,
employees or agents, may in good faith buy, sell, own, hold and deal in any of the bonds issued
under and secured by this Agreement, and may join in any action which any bondholder may be
entitled to take with like effect as if such bank or trust company were not the Trustee under this
Agreement.
  Section 909.  Trustee Not Responsible for Recitals.  The recitals, statements and
representations contained herein and in the bonds (excluding the Trustee's certificate on the
bonds) shall be taken and construed as made by and on the part of the Authority and not by the
Trustee, and the Trustee assumes and shall have  no responsibility for the correctness of the same.
  Section 910.  Trustee Protected in Relying on Certain Documents.  In performing its
duties under the terms of this Agreement, the Trus tee shall be liable only for its own negligence
or willful misconduct, and shall incur no liability in acting or proceeding, or in not acting or not
proceeding, reasonably and in good faith, upon any resolution, order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition, bond or other paper or document which it
shall in good faith reasonably believe to be genuine and to have been adopted or signed by the
proper board or person or to have been prepared and furnished pursuant to any of the provisions
of this Agreement, or upon the opinion of any attorney, engineer, or accountant believed by the
Trustee to be qualified in relation to the subject matter.  The Trustee shall not be bound to
recognize any person as a holder of any bond or to take any action at his request unless such
bond shall be deposited with the Trustee.
  Section 911.  Resignation of Trustee.  The Trustee may resign and thereby become
discharged from the trusts hereby created, by notice in writing to be given to the Authority and
mailed to each bondholder of record not less than sixty (60) days before such resignation is to
take effect, but such resignation shall take effect immediately upon the appointment of a new
Trustee, if such new Trustee shall be appointed before the time limited by such notice and shall
then accept the trusts hereof; provided, however, such resignation shall not become effective
until and unless a successor trustee is appointed  and accepts the trusts hereunder.  If no successor
trustee has been appointed and accepted the trusts hereunder within ninety (90) days after the
date the foregoing resignation is to take effect, the schedule of fees and charges of the Trustee
then in effect shall terminate, and the Trustee may establish such fees and charges for its services
as Trustee deems necessary to reasonably compensate it for such services under the
circumstances then existing.
  Section 912.  Removal of Trustee.  The Trustee may be removed at any time by an
instrument or concurrent instruments in writing, signed by the holders of not less than a majority
in principal amount of the bonds hereby secured and then Outstanding and filed with the
Authority.  A photostatic copy of each such instrument shall be delivered promptly by the


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Authority to the Trustee.  It is further provide d, however, that no removal of a Trustee shall be
effective until and unless a qualified successor trustee shall have been appointed and accepted
the trusts hereunder.
  The Trustee may also be removed at any time,  for any reason, in the sole discretion of the
Authority, by a resolution duly adopted by the Authority; provided that such resolution shall
name a successor Trustee in accordance with Section 913, and shall direct the successor Trustee
to mail written notice of such change in Trustee to each registered bondholder on or before the
next interest payment date or redemption date, whichever is first to occur.
  Section 913.  Appointment of Successor Trustee.  If at any time the Trustee shall
resign, or shall be removed, be dissolved or otherwise become incapable of acting, or the bank or
trust company acting as Trustee shall be taken over by any governmental official, agency,
department or board, the position of Trustee shal l thereupon become vacant.  If the position of
Trustee shall become vacant for any of the foregoing reasons or for any other reason, the
Authority shall appoint a Trustee to fill such v acancy.  The Authority shall publish notice of any
such appointment once in each week for four successive weeks in a financial journal of general
circulation published in the Borough of Manhattan, City and State of New York, provided that
no such publication is required if such notice is mailed to each bondholder of record.
  At any time within one year after any such vacancy shall have occurred, the owners of a
majority in principal amount of the bonds then Outstanding, by an instrument or concurrent
instruments in writing, signed by such bondholders or their attorneys in fact hereunto duly
authorized and filed with the Authority, may appoint a successor Trustee, which shall supersede
any Trustee theretofore appointed by the Authority.  Photostatic copies of each such instrument
shall be delivered promptly by the Authority to the predecessor Trustee and to the Trustee so
appointed by the bondholders.
  If no appointment of a successor Trustee shall be made pursuant to the foregoing
provisions of this Section, the owner of any bond Outstanding hereunder or any retiring Trustee
may apply to any court of competent jurisdiction to appoint a successor Trustee.  Such court may
thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee.
  Any Trustee hereafter appointed shall be a bank or trust company duly organized and
doing business under the laws of the United States of America and located in the State of Texas,
authorized under such laws to exercise corporate trust powers and subject to examination by
federal or state authority, of good standing, and having, at the time of its appointment, a
combined capital and surplus aggregating not less than One Hundred Million Dollars
($100,000,000.00).
  The Authority covenants that it will promptly notify in writing each Bond Insurer of
record of the resignation or removal of any Trustee and of the appointment of any successor
Trustee.
  Any Trustee which is replaced by a successor Trustee promptly shall turn over to such
successor Trustee all funds, books, and records pertaining to this Agreement.
  Section 914.  Vesting of Trusts in Successor Trustee.  Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the
Authority, an instrument in writing accepting such appointment hereunder, and thereupon such
successor Trustee, without any further act, shall become fully vested with all the rights,


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immunities, powers and trusts, and subject to all the duties and obligations, of its predecessor;
but such predecessor shall, nevertheless, on the written request of its successor or of the
Authority, and upon payment of the compensation, e xpenses, charges and other disbursements of
such predecessor which are due and payable pursuant to the provisions of Section 905 of this
Article, execute and deliver an instrument transferring to such successor Trustee all the rights,
immunities, powers and trusts of such predecessor hereunder; and every predecessor Trustee
shall deliver all property and moneys held by it hereunder to its successor.
  Should any instrument in writing from the Authority be required by any successor
Trustee for more fully and certainly vesting in  such Trustee the rights, immunities, powers and
trusts hereby vested or intended to be vested in the predecessor Trustee, any such instrument in
writing shall and will, on request, be execute d, acknowledged and delivered by the Authority.
  Notwithstanding any of the foregoing provisions of this Article, any bank or trust
company having power to perform the duties and execute the trusts of this Agreement and
otherwise qualified to act as Trustee hereunder with or into which the bank or trust company
acting as Trustee may be merged or consolidated, or to which the assets and business of such
bank or trust company may be sold, shall be deemed the successor of the Trustee.

  ARTICLE X
  EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND
  PROOF OF OWNERSHIP OF BONDS
  Section 1001.  Execution of Instruments by Bondholders; Proof of Execution; Proof
of Holding of Bonds; Other Proof; Bondholders' Actions Bind Future Holders.  Any
request, direction, consent or other instrument in  writing required or permitted by this Agreement
to be signed or executed by bondholders may be in any number of concurrent instruments of
similar tenor and may be signed or executed by such bondholders in person or by agent
appointed by an instrument in writing.  Proof of the execution of any such instrument and of the
ownership of bonds shall be sufficient for any purpose of this Agreement, and shall be
conclusive in favor of the Trustee with regard to any action taken by it under such instrument, if
made in the following manner:
  (a)  The fact and date of the execution by any person of any such instrument may be
proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power
to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and
sworn to before him, or by an affidavit of a witness to such execution.
  (b)  The fact of owning bonds by any bondholder shall be proved by the registration
books kept by the Trustee under the provisions of this Agreement.
  But nothing contained in this Article shall be construed as limiting the Trustee to such
proof, it being intended that the Trustee may accept any other evidence of the matters herein
stated which to it may seem sufficient.  Any request or consent of the holder of any bond shall
bind every future holder of the same bond in respect of anything done by the Trustee in
pursuance of such request or consent.






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  ARTICLE XI
  SUPPLEMENTAL AGREEMENTS
  Section 1101.  Supplemental Agreements by Authority and Trustee.  The Authority
and the Trustee may, from time to time and at any time, without the consent of the owners of the
bonds, enter into such agreements supplemental here to as shall not be in conflict with the terms
and provisions hereof (which supplemental agreements shall thereafter form a part hereof),
  (a)  to cure any ambiguity or formal defect or omission in this Agreement or in any
  Supplemental Agreement, or
  (b)  to grant to or confer upon the Trustee for the benefit of the bondholders any
  additional rights, remedies, powers, authority or security that may lawfully be granted to
  or conferred upon the bondholders or the Trustee, or
  (c)  to close the Agreement against or provi de limitations and restrictions, in addition
  to the limitations and restrictions contained in this Agreement, with respect to the future
  issuance of Additional Bonds, or
  (d)  to set forth additional covenants and provisions with respect to any
  improvements, extensions, enlargements, or projects in connection  with the Tollway, and
  any bonds issued in connection therewith, or
  (e)  to set forth additional provisions, if deemed necessary or advisable, with respect
  to the issuance of the Additional Bonds permitted under Section 208, Section 209 or
  Section 210, including provisions for the use and functioning of a Construction Fund for
  additional projects, and the addition of certain other funds and accounts necessary or
  convenient for effecting the payment of principal of or interest on such bonds or creation
  and maintenance of a reserve fund for such bonds, or
  (f)  to comply with additional requirements to the extent necessary in the opinion of
  Bond Counsel to preserve the exemption from federal income taxation of interest on the
  bonds under Section 103 of the Code, or
  (g)  to make any changes or amendments requested by Standard & Poor's, Fitch or
  Moody's, as a condition to the issuance or maintenance of a rating, which changes or
  amendments do not, in the judgment of the Authority, materially adversely affect the
  interests of the owners of the Outstanding bonds or any Bond Insurer of record, or
  (h)  to the extent permitted by law, to permit the Authority to enter into Qualified
  Credit Agreements or to issue Additional Bonds in foreign denominated currencies;
  provided, however, no such amendment shall be made unless the Authority shall have
  received a letter from Standard & Poor's, Fitch and Moody's to the effect that such
  amendment will not result in any of such ra ting agencies lowering the assigned rating on
  the then Outstanding bonds, or
  (i)  upon direction of the Authority, provided that the Trustee receives a written
  confirmation from each rating agency then ma intaining a rating on the First Tier Bonds
  and the Second Tier Bonds to the effect that the execution and delivery of such
  Supplemental Agreement will not in and of itself cause such rating agency to reduce or
  withdraw the then current rating on the First Tier Bonds and the Second Tier Bonds,
  together with the prior written consent of each Bond Insurer and other Credit Provider


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  then providing credit support for any series of bonds, provided, however, that no such
  amendment shall have the effect of amending a provision of this Agreement that would
  otherwise require the consent of the holders of not less than 51% in aggregate principal
  amount of bonds Outstanding pursuant to Section 1102 below.
  Section 1102.  Modification of Agreements with Consent of Holders of 51% of
Bonds; Restrictions on Modifications; Notice of Supplemental Agreements.  Subject to the
terms and provisions contained in this Section, and not otherwise, the holders of not less than
51% in aggregate principal amount of the bonds then Outstanding, or in case less than all of the
bonds then Outstanding are affected by the modification or amendment, the holders of not less
than 51% in aggregate principal amount of the bonds so affected and Outstanding, shall have the
right, from time to time, anything contained in this Agreement to the contrary notwithstanding,
to consent to and approve the execution by the Authority and the Trustee of such agreement or
agreements supplemental hereto as shall be deemed necessary or desirable by the Authority for
the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of
the terms or provisions contained in this Agreement or in any Supplemental Agreement;
provided, however, that nothing herein contained shall permit, or be construed as permitting, (a)
an extension of the principal of or the interest on any bond issued hereunder, or (b) a reduction in
the principal amount of any bond or the redemption premium or the rate of interest thereon, or
(c) the creation of a lien upon or a pledge of revenues ranking prior to or on a parity with (to the
extent not permitted hereunder) the lien or pledge cr eated by this Agreement, or (d) a preference
or priority of any First Tier Bonds, Second Tier Bonds or Third Tier Bonds, as the case may be,
over any other First Tier Bonds, Second Tier Bonds, or Third Tier Bonds (except, in the case of
Third Tier Bonds, as is set forth in the Supplemental Agreement pursuant to which a series of
Third Tier Bonds are issued), or (e) a reduction in the aggregate principal amount of the bonds
required for consent to such Supplemental Agreement.  Nothing herein contained, however, shall
be construed as making necessary the approval by bondholders of the execution of any
Supplemental Agreement or Agreements as authorized in Section 1101 of this Article.
  If at any time the Authority shall request the Trustee to enter into any Supplemental
Agreement for any of the purposes of this Section, the Trustee shall,  at the expense of the
Authority, cause notice of the proposed execution of such Supplemental Agreement to be
published once in each week for four successive weeks in a financial journal of general
circulation published in the Borough of Manhattan, City and State of New York; provided that if
before the first publication of such notice, the Trustee shall cause such notice to be mailed,
postage prepaid, to all registered owners of bonds then Outstanding at their addresses as they
appear on the registration books hereinabove provided for, then no such publication shall be
required.  Said notice shall briefly set forth the nature of the proposed Supplemental Agreement
and shall state that a copy thereof is on file at the office of the Trustee for inspection by all
bondholders.  The Trustee shall not, however, be subject to any liability to any bondholder by
reason of its failure to mail the notice required by this Section, and any such failure shall not
affect the validity of such Supplemental Agreement when consented to and approved as provided
in this Section.
  Whenever, at any time within one (1) year after the date of the first publication of such
notice or the date of mailing of such notice, as applicable, the Authority shall deliver to the
Trustee an instrument or instruments purporting to be executed by the holders of not less than
51% in aggregate principal amount of the bonds then Outstanding, which instrument or


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instruments shall refer to proposed Supplemental  Agreement described in such notice and shall
specifically consent to and approve the execution thereof in substantially the form of the copy
thereof referred to in such notice as on file with the Trustee, thereupon, but not otherwise, the
Trustee may execute such Supplemental Agreement  in substantially such form, without liability
or responsibility to any holder of any bond, whether or not such holder shall have consented
thereto.
  If the holders of not less than 51% in aggregate principal amount of the bonds
Outstanding at the time of the execution (or, in the case that less than all of the bonds then
Outstanding are affected by the modification or amendment, the holders of not less than 51% in
aggregate principal amount of the bonds so affected and Outstanding at the time of the
execution) of such Supplemental Agreement shall have consented to and approved the execution
thereof as herein provided, no holder of any bond shall have any right to object to the execution
of such Supplemental Agreement, or to object to any of the terms and provisions contained
therein or the operation thereof, or in any manner to question the propriety of the execution
thereof, or to enjoin or restrain the Trustee  or the Authority from executing the same or from
taking any action pursuant to the provisions thereof.
  Upon the execution of any Supplemental Agreement pursuant to the provisions of this
Section, this Agreement shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, duties, and obligations under this Agreement of the
Authority and the Trustee and all holders of bonds then Outstanding shall thereafter be
determined, exercised and enforced hereunder, subject in all respects to such modifications and
amendments.
  Section 1103.  Trustee Joining in Supplemental Agreements; Supplemental
Agreements Part of this Agreement.  The Trustee is authorized to join with the Authority in
the execution of any such Supplemental Agreement and to make the further agreements and
stipulations which may be contained therein.  Any Supplemental Agreement executed in
accordance with the provisions of this Article shall  thereafter form a part of this Agreement, and
all the terms and conditions contained in any such Supplemental Agreement as to any provision
authorized to be contained therein shall be and shall be deemed to be part of the terms and
conditions of this Agreement for any and all purposes.  In case of the execution and delivery of
any Supplemental Agreement, express reference may be made thereto in the text of any bonds
issued thereafter, if deemed necessary or desirable by the Trustee or the Authority.
  Section 1104.  Reliance by Trustee on Opinion of Counsel.  The Trustee shall be
entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel
approved by it, who may be Counsel for the Authority, as conclusive evidence that any such
proposed Supplemental Agreement complies with the provisions of this Agreement, and that it is
proper for the Trustee, under the provisions of this Article, to join in the execution of such
Supplemental Agreement.
  Section 1105.  Modification of Agreement with Consent of Holders of all
Outstanding Bonds.  Notwithstanding anything contained in the foregoing provisions of this
Agreement, the rights and obligations of the Authority and of the holders of the bonds and the
terms and provisions of the bonds and this Agreement or any Supplemental Agreement, may be
modified or altered in any respect with the consent of the Authority and the consent of the
holders of all of the bonds then Outstanding.


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  Section 1106.  Rights of Bond Insurers.  Notwithstanding the foregoing provisions of
this Article XI, if there has been filed with the Trustee a Bond Insurance Policy, or a certified
copy thereof, with respect to any bond, no consent by the registered owner of such bond to the
execution of any Supplemental Agreement or other modification of this Agreement shall be
effective unless the Bond Insurer consents in writing to the execution of such Supplemental
Agreement or other modification.  The Authority further covenants that it will furnish to each
Bond Insurer of record a transcript of the pertinent proceedings relating to each Supplemental
Agreement to this Agreement.

  ARTICLE XII
  DEFEASANCE
  Section 1201.  Release of Agreement.  (a) If the whole amount of the principal and the
interest and the premium, if any, due or to become due and payable u  pon all of the bonds then
Outstanding shall be paid or sufficient funds shall be held by the Trustee for such purpose, and
provision shall also be made for paying all other sums payable hereunder by the Authority, and if
any bonds to be redeemed prior to maturity shall have been duly called for redemption or
irrevocable instructions to call such bonds for redemption shall have been given  by the Authority
to the Trustee, then and in that case the right, title and interest of the Trustee herein shall
thereupon cease, determine and become void, provided that the sufficiency of the above funds
held by the Trustee for such purpose must be verified in a report which must be obtained by the
Trustee from an independent nationally recognized certified public accountant.  For the purpose
of this Section, amounts paid by any Bond Insurer under any Bond Insurance Policy shall not be
deemed to have been paid, and shall be deemed to continue to be due and owing under this
Agreement until paid by the Authority in accordance with this Agreement.  The Trustee in such
case, on demand of the Authority, shall release this Agreement and shall execute such documents
to evidence such release as may be reasonably required by the Authority, and shall turn over to
the Authority all balances remaining in all Funds and Accounts created by this Agreement, other
than funds held for redemption or payment of bonds or interest thereon; otherwise this
Agreement shall be, continue and remain in full force and effect.
  (b)  Any bond shall be deemed to be paid and no longer Outstanding within the
meaning of this Agreement (a "Defeased Debt"), and particularly Article XII hereof, when
payment of the principal of, redemption premium, if any, on such Defeased Debt, plus interest
thereon to the due date thereof and, in the case of a bond bearing interest at Variable Rates, at the
lesser of the maximum rate allowed by law or provided in such bond (whether such due date be
by reason of maturity, upon redemption, mandatory or optional tender, or otherwise), either (i)
shall have been made in accordance with the terms thereof, or (ii) shall have been provided by
irrevocably depositing with the Trustee, in trust,  and irrevocably set aside exclusively for such
payment, (1) money sufficient to make such payment or (2) Government Obligations, as defined
hereinafter in this Article, certified by an independent public accounting firm of national
reputation to mature as to principal and interest in  such amount and at such times as will insure
the availability, without reinvestment, of sufficient money to make such payment, and all
necessary and proper fees, compensation, and expenses of the Trustee and the Paying Agent
pertaining to the bonds with respect to which such deposit is made shall have been paid or the
payment thereof provided for to the satisfaction of the Trustee.  At such time as a Defeased Debt
shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to


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the benefits of this Agreement except for the pur poses of any such payment from such money or
Government Obligations.
  (c)  Any moneys so deposited with the Trustee may at the directi  on of the Authority
also be invested in Government Obligations, maturing in the amounts and times as hereinbefore
set forth, and all income from all Government Obligations in the hands of the Trustee pursuant to
this Article XII which is not required for the payment of the bonds, the redemption premium, if
any, and interest thereon, with respect to which such money has been so deposited, shall be
turned over to the Authority.
  (d)  The Authority and the Trustee hereby covenant that no deposit will be made or
accepted under clause (ii) of Section 1201(b) and no use made of any such deposit which would
cause the bonds to be treated as arbitrage bonds within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended.
  (e)  For the purpose of this Article XII, the term "Government Obligations" shall
mean (i) direct, noncallable obligations of the United States of America, including obligations
that are unconditionally guaranteed by the United States  of America, (ii) subject to the consent of
the Bond Insurers of record, noncallable obligations of an agency or instrumentality of the
United States of America, including obligations that are unconditionally guaranteed or insured
by the agency or instrumentality and that, on the date of the purchase thereof are rated as to
investment quality by a nationally recognized investment rating firm not less than "AAA" or its
equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or
other political subdivision of a state that have been refunded and that, on the date the governing
body of the issuer adopts or approves the proceedings authorizing the financial arrangements are
rated as to investment quality by a nationally recognized investme  nt rating firm not less than
"AAA" or its equivalent.
  (f)  Any determination not to redeem Defeased Debt that is made in conjunction with
the payment arrangements specified above in (b)(i) or (ii) shall not be irrevocable, provided that:
(1) in the proceedings providing for such defeasance, the Authority expressly reserves the right
to call the Defeased Debt for redemption; (2) the  Authority gives notice of the reservation of that
right to the owners of the Defeased Debt immediately following the defeasance; (3) the
Authority directs that notice of the reservation be included in any defeasance or redemption
notices that it authorizes; and (4) at or prior to the time of the redemption, the Authority satisfies
the conditions of subsection (b) with respect to such Defeased Debt as though it was being
defeased at the time of the exercise of the option to redeem the Defeased Debt, after taking the
redemption into account in determining the sufficiency of the provisions made for the payment
of the Defeased Debt.

  ARTICLE XIII
  MISCELLANEOUS PROVISIONS
  Section 1301.  Successorship of Authority.  In the event of the dissolution of the
Authority, all of the covenants, stipulations, obligations, and agreements contained in this
Agreement by or in behalf of or for the benefit of the Authority shall bind or inure to the benefit
of the successor or successors of the Authority from time to time and any officer, board,
commission, authority, agency or instrumentality to whom or to which any power or duty
affecting such covenants, stipulations, obligations and agreements shall be transferred by or in


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accordance with law.  It is further specifically provided that in such event all Funds and
Accounts established by and pursuant to this Agreement (which Agreement constitutes the
"proceedings" authorizing and securing the bonds) shall remain with the Trustee.
  Section 1302.  Manner of Giving Notice, Etc.  Any notice, dema  nd, direction, request
or other instrument authorized or required by this Agreement to be given to or filed with the
Authority or the Trustee shall be deemed to have  been sufficiently given or filed for all purposes
of this Agreement if and when sent by registered mail, return receipt requested to the Authority,
if addressed to North Texas Tollway Authority, 5900 West Plano Parkway, Suite 100, Plano, TX
75093, Attention: Chief Financial Officer or at such other address as may be designated in
writing by the Authority to the Trustee; and to the Trustee, at its then principal office.
  All documents received by the Trustee under the provisions of this Agreement shall be
retained in its possession, subject at all reasonable times to the inspection of the Authority, the
Consulting Engineers, any bondholder, and the agents and representatives thereof.
  Section 1303.  Rights under this Agreement.  Except as herein otherwise expressly
provided, nothing in this Agreement expressed or implied is intended or shall be construed to
confer upon any person, firm or corporation other than the parties hereto, each Bond Insurer of
record, any Credit Agreement obligor, and the holders of the bonds any right, remedy or claim,
legal or equitable, under or by reason of this Agreement or any provision hereof, this Agreement
and all its provisions being intended to be and being for the sole and exclusive benefit of the
foregoing.
  Section 1304.  Credit of State or any Political Subdivision Not Pledged.  The bonds
and the interest thereon do not constitute a debt of the State of Texas or of any political
subdivision thereof, and neither the State of Texas, the Authority or any political subdivision of
the State of Texas shall be obligated to pay the bonds or the interest thereon except from the
revenues of the Tollway and other sources solely as provided in the Agreement, and neither the
faith and credit nor the taxing power of the State of Texas or any political subdivision thereof is
pledged to the payment of the principal of or the interest on the bonds.
  Section 1305.  Effect of Partial Invalidity.  In case any one or more of the provisions of
this Agreement or of the bonds shall for any reason be  held to be illegal or invalid, such illegality
or invalidity shall not affect any other provision of this Agreement or of said bonds, but this
Agreement and said bonds shall be construed and  enforced as if such illegal or invalid provision
had not been contained therein.  In case any covenant, stipul  ation, obligation or agreement
contained in the bonds or in this Agreement shall for any reason be held to be in violation of law,
then such covenant, stipulation, obligation, or agreement shall be deemed to be the covenant,
stipulation, obligation or agreement of the Authority to the full extent permitted by law.
  Section 1306.  Effect of Covenants, Etc.  All covenants, stipulations, obligations and
agreements of the Authority contained in this Agreement shall be deemed to be covenants,
stipulations, obligations and agreements of the Authority to the full extent authorized by the
Turnpike Act and other applicable laws and permitted by the Constitution of Texas.  No
covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, agent or employee of the
Authority in his individual capacity, and neither the members of the Authority nor any official
executing the bonds shall be liable personally on the bonds or be subject to any personal liability
or accountability by reason of the issuance thereof.


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  Section 1307.  Multiple Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be regarded for all purposes as an original; and such
counterparts shall constitute but one and the same instrument.
  Section 1308.  Headings, Etc. Not Part of Agreement.  Any headings preceding the
texts of the several articles hereof, and any table of contents or marginal notes appended to
copies hereof, shall be solely for convenience of reference and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or effect.
  Section 1309.  Bonds Held by Authority.  Bonds held by or for the account of the
Authority or any person controlling, controlled by or under common control with the Authority
shall not be deemed to be Outstanding for purposes  of any consent or other action to be taken by
the holders or a specified percentage of Outstanding bonds.
  Section 1310.  Additional Covenants Regarding Existing Bonds.  (a) While the Series
2003A Bonds, the Series 2003B Bonds or the Series 2005C Bonds are Outstanding, without the
written consent of the Bond Insurer of record for the Series 2003A Bonds, the Series 2003B
Bonds and the Series 2005C Bonds, the Authority will not enter into a Qualified Credit
Agreement containing a provision granting to the counterparty to the Qualified Credit Agreement
a lien on or pledge of Net Revenues securing the Authority's obligation to make a termination
payment to the counterparty upon the termination of the Qualified Credit Agreement on a parity
with the Series 2003A Bonds, the Series 2003B Bonds or the Series 2005C Bonds.
  (b)  While the Series 2003A Bonds or the Series 2003B Bonds are Outstanding,
without the written consent of the Bond Insurer of record for the Series 2003A Bonds and the
Series 2003B Bonds, the Authority will not enter into a Qualified Credit Agreement in
connection with the Series 2003A Bonds or the Series 2003B Bonds unless the Credit Provider's
long term debt is rated, at the time the Qualified Credit Agreement is entered into, in one of the
two highest rating categories by Moody's and S&P, without regard to rating sub-categories.

























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  FIRST SUPPLEMENT TO
  AMENDED AND RESTATED TRUST AGREEMENT

  THIS FIRST SUPPLEMENT TO AMENDED and RESTATED TRUST AGREEMENT
(this "Supplement to A&R Trust Agreement") dated as of April 1, 2008, supplements and
amends the Amended and Restated Trust Agreement dated as of April 1, 2008, (the "A&R Trust
Agreement") by and between the North Texas Tollway Authority (the "NTTA") and Wells Fargo
Bank, N.A., as Trustee (the "Trustee").  The A&R Trust Agreement secures the Texas Turnpike
Authority Dallas North Tollway System Revenue Refunding Bonds, Series 1997, the North
Texas Tollway Authority Dallas North Tollway System Revenue Refunding Bonds, Series
1997A, the North Texas Tollway Authority Dallas North Tollway System Revenue Bonds,
Series 1998, the North Texas Tollway Authority Dallas North Tollway System Revenue Bonds,
Series 2003A, the North Texas Tollway Authority Dallas North Tollway System Revenue
Refunding Bonds, Series 2003B, the North Texas Tollway Authority Dallas North Tollway
System Revenue Bonds, Series 2005A, the North Texas Tollway Authority Dallas North
Tollway System Variable Rate Revenue Bonds, Series 2005C, the North Texas Tollway
Authority System First Tier Current Interest  Revenue Refunding Bonds, Series 2008A, the North
Texas Tollway Authority System First Tier Current Interest Revenue Refunding Bonds, Series
2008B, the North Texas Tollway Authority System First Tier Taxable Curre  nt Interest Revenue
Refunding Bonds, Series 2008C, the North Texas Tollway Authority System First Tier Insured
Capital Appreciation Revenue Refunding Bonds, Series 2008D, and the North Texas Tollway
Authority System First Tier Revenue Refunding Bonds, Series 2008E (the "Outstanding Bonds")
and the Payment Obligations of the NTTA under the ISDA Master Agreements entered into
between the NTTA and each of Bear Stearns Financial Products Inc., Citibank N.A., New York,
and Lehman Brothers Derivative Products Inc., under the 2004 Swap Transactions in the
respective notional amounts of $50,680,000, $101,360,000, and $50,680,000 and under the 2005
Swap Transactions in the respective notional amounts of $69,475,000, $34,737,500, and
$34,737,500.

  This Supplement to A&R Trust Agreement, together with the amended and restated
resolution adopted by the Board of Directors of the NTTA  on February 20, 2008 (the "Note
Resolution"), which authorizes the North Texas Tollway Authority System Commercial Paper
Notes, Series A (the "Series A Notes") and Bank Notes (as defined in the Note Resolution), have
been adopted and executed to secure the Series A Notes and the Bank Notes, and the Series A
Notes and the Bank Notes shall be fully secured by the A&R Trust Agreement.  Terms used
herein and not otherwise defined shall have the meanings given such terms in the A&R Trust
Agreement.

  Section 1.  The Series A Notes are issued for the purpose of financing Costs of
Eligible Projects (as defined in the Note Resolution) and to refinance, renew, or refund notes,
bonds, and other obligations of the NTTA System.  The Series A Notes and the Bank Notes are
issued from time to time as Additional Third Tier Bonds permitted by Section 210 of the A&R
Trust Agreement, are Short-Term Indebtedness, and shall constitute Class A Third Tier Bonds
for all purposes.  The principal of and interest on the Series A Notes and the Bank Notes shall be
payable out of the Third Tier Sinking Fund on a parity and pro rata basis with all other Class A
Third Tier Bonds.

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  Section 2.  There is hereby created, within the Third Tier Bond Interest Account and
the Third Tier Redemption Account, respectively, a sub-account designated "Class A Third Tier
Bond Interest Sub-Account" and a sub-account designated "Class A Third Tier Redemption Sub-
Account."  Transfers made pursuant to Section 507(h) of the A&R Trust Agreement for Third
Tier Bonds shall be made first to the Class A Third Tier Bond Interest Sub-Account and Class A
Third Tier Redemption Sub-Account as required by Section 507(h) of the Amended and Restated
Trust Agreement, prior to transfers to any other sub-accounts within the Third Tier Sinking
Fund.  Funds held in the Class A Third Tier Bond Interest Sub-Account and the Class A Third
Tier Redemption Sub-Account are held exclusively for the payment of Third Tier Bonds that are
designated as Class A Bonds.  It is expressly ac knowledged that the Series A Notes and the Bank
Notes are not entitled to the benefit and security of the Third Tier Reserve Account or any sub-
account established therein.

  Section 3.  Section 210 of the A&R Trust Agreement specifically requires the NTTA
to enter into this Supplement to A&R Trust Agreement with respect to the Series A Notes and
the Bank Notes.  It is hereby agreed that the provisions of the Note Resolution are incorporated
herein and made a part hereof for all purposes, and that the provisions of the A&R Trust
Agreement shall be supplemented and amended as provided in the Note Resolution.  Except as
set forth herein and in the Note Resolution, the A&R Trust Agreement shall remain in full force
and effect and shall be applicable to the Series A Notes and the Bank Notes for all pertinent
purposes.  Henceforth the term "Agreement" or "Amended and Restated Agreement" shall mean
for all purposes the A&R Trust Agreement as supplemented by this Supplement to A&R Trust
Agreement.

  Section 4.  This Supplement to A&R Trust Agreement may be executed in any
number of counterparts, and each such counterpart shall be, and shall be deemed to be, an
original.  All such counterparts shall constitute but one and the same instrument.  This
Supplement to A&R Trust Agreement shall be governed, in all respects including validity,
interpretation and effect by, and shall be enforceable in accordance with, the laws of the State of
Texas.

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