Delaware River Port Authority One Port Center 2 Riverside Drive, P.O. Box 1949 Camden, New Jersey

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1 Delaware River Port Authority One Port Center 2 Riverside Drive, P.O. Box 1949 Camden, New Jersey REQUEST FOR QUALIFICATIONS FOR INVESTMENT BANKING SERVICES: UNDERWRITER (FIXED AND VARIABLE RATE BONDS) {& REMARKETING AGENT} May 23, 2012 STATEMENT OF QUALIFICATIONS DUE DATE: Friday, June 8, 12:00PM

2 DISCLAIMER The contents and information provided in this Request for Qualifications are meant to provide general information to interested parties. The successful responders may be required to execute an Agreement with the Authority that will govern the rights, duties and obligations between the Authority and the successful Responders. THE TERMS SET FORTH WITHIN THIS REQUEST FOR QUALIFICATIONS DO NOT CONSTITUTE ANY CONTRACT BETWEEN THE AUTHORITY AND THE SUCCESSFUL RESPONDER(s). MOREOVER, THE AUTHORITY ACCEPTS NO RESPONSIBILITY FOR ANY OMISSIONS OR DELETIONS RELATING TO THIS REQUEST FOR QUALIFICATIONS. 2

3 TABLE OF CONTENTS I. INTRODUCTION A. Purpose and Intent B. Background C. Overview of the Authority II. BOND TRANSACTION DESCRIPTION AND SCOPE OF SERVCIE A. General B. Transaction Description C. Scope of Services III. SUBMISSION OF STATEMENT OF QUALIFICAITONS A. Purpose B. Minimum Submission Qualifications C. Required Components of the response to the RFQ D. Submission of Statement of Qualifications E. Interview F. Selection Process Appendix A Board Resolutions Related to Bond Issuances Appendix B Insurance Requirements Appendix C Political Payments and/or Contributions Appendix D Debt Summary 3

4 SECTION I - INTRODUCTION PURPOSE AND INTENT This Request for Qualifications ( RFQ ) is being issued by the Delaware River Port Authority ( Authority ) for firms to submit qualifications to serve as underwriter (an Underwriter ) in connection with the Authority s (i) proposed issuance and sale of approximately $400 million in Revenue Bonds ( Revenue Bonds ) to fund a portion of its $0.9 billion 2012 five-year capital program, and (ii) for any proposed refundings of existing revenue bonds and/or Port District Project bonds. The 2012 Revenue Bonds may be issued as fixed or variable rate bonds in one (1) or more series from time-to-time (or a combination thereof) and are expected to be issued under the Authority s governing 1998 Revenue Bond Indenture. The Authority desires to establish a pool of Underwriters (the Underwriter s Pool ), to be available to render underwriting services (specifically as Senior, Co-Senior or Co-Managers) as set forth in this RFQ when and as needed, including with respect to the issuance of the 2012 Revenue Bonds and any potential refundings of existing debt (revenue bonds and Port District Project Bonds). The Underwriter s Pool will be effective for a three-year period from the date of appointment. When the Authority determines to issue the 2012 Revenue Bonds or refunding bonds, firms or entities qualified under this RFQ (each a Respondent) for the Underwriter s Pool, will be selected as a Senior, Co-Senior and/or Co-Manager. Any firm which is not selected as a Senior Managing Underwriter or Co-Senior Managing Underwriter for any series of bonds may be selected for the role of Co-Managing Underwriter. Respondents may request inclusion in the Underwriter s Pool only for the role of Co-Managing Underwriter, if they do not wish to serve as a Senior or Co-Senior Managing Underwriter. The Authority also desires to appoint a pool of remarketing agents (the Remarketing Agent s Pool ) to provide services related to the remarketing of variable rate bonds. This pool will also be effective for a three-year period. (Note: Selection to any pool does not provide any assurance that a firm will receive an appointment for a specific transaction. The Authority reserves the right, following the creation of the Underwriter s Pool and Remarketing Agent s Pool, in its sole and absolute discretion, to add or delete firms from either respective pool at any time during the three-year period.) BACKGROUND The Authority expects to issue the Revenue Bonds, in the second half of 2012, dependent on its capital spending plans and market conditions. The Authority also is presently in the process of evaluating potential refunding opportunities. The Authority has several previously adopted Board Resolutions authorizing issuance of new revenue bonds and/or refundings of the Authority s outstanding Revenue Bonds and Port District Project Bonds (including the 1998B, 1999A, 1999B and 2001A Port District Project Bonds), each as listed below: 1. DRPA authorized the Authority to issue new revenue bonds, up to a maximum of $510 million to fund a portion of the 2010 Capital Plan. (This resolution rescinded the earlier new money authorization passed in October 2008.) The new revenue bonds can be issued as fixed or variable rate bonds, along with any interest rate hedge 4

5 agreements, if necessary. The DRPA issued $308 million in fixed rate bonds in July 2010, pursuant to this resolution. 2. DRPA In September 2009, as a result of the exercise of an underlying swaption, the Authority s was authorized to refund the Authority s outstanding 1999 B Port District Project Bonds, associated with such swaption, cash settle (termination) the swap, or issue of any necessary interest rate agreements to manage the interest costs of the Authority. The related swap was terminated in January 2010, but no action with regards to refunding occurred. 3. DRPA authorized either the: refunding of the Authority s outstanding 1998 B Port District Project Bonds, and issuance of any necessary interest rate agreements, related to such refunding bonds, to manage the interest costs of the Authority and termination of any existing swap associated with the 1999B Port District Project. The related swap was terminated in January 2010, but no actions with regards to issuance of refunding bonds have occurred. 4. DRPA authorized the Authority to, among other actions, issue refunding bonds, related to the 1999 A and the 2001 Port District Project Bonds, either as variable or fixed rate bonds, in an aggregate principal amount not-to-exceed $165 million. (Note, pursuant to this authorizing resolution, the Authority used its General Fund to redeem $71.4 million of its 2001 PDP bonds on April 26, However, no actions with regards to issuance of refunding bonds have occurred.) Copies of each of the aforementioned resolutions are included in Appendix A. OVERVIEW OF THE AUTHORITY The Authority owns and operates four major bridge crossings over the Delaware River between Pennsylvania and New Jersey in the Philadelphia area, including: the Betsy Ross Bridge (between Philadelphia, Pennsylvania and Pennsauken, New Jersey); the Benjamin Franklin Bridge (between Philadelphia, Pennsylvania and Camden, New Jersey); the Walt Whitman Bridge (between Philadelphia, Pennsylvania and Gloucester City, New Jersey); and the Commodore Barry Bridge (between Chester, Pennsylvania and Bridgeport, New Jersey). The Authority also owns and operates, through its operating subsidiary, Port Authority Transit Corporation (PATCO), the PATCO High Speed Line which runs from Lindenwold, New Jersey to Philadelphia, Pennsylvania. Associated with each bridge and the PATCO facilities are numerous office buildings, maintenance shops and garages, and other buildings and structures. Additional information regarding the Authority and its operations can be obtained by reviewing the annual reports available on the Authority s website ( About DRPA, Annual Reports). (Note: Annual reports for the years 2001 thru 2010 have been posted to the website. Unaudited financials and footnotes for the Authority as of December 31, 2011 are being sent as separate electronic attachment. In addition, a summary of the Authority s debt outstanding as of April 30, 2012 is shown in Appendix D.) 5

6 SECTION II BOND TRANSACTION DESCRIPTION AND SCOPE OF SERVICES A. General Each RFQ Respondent shall become familiar with the Authority s procedures, presentation and coordinating requirements necessary for the effective performance of its services. If selected to serve as an Underwriter and/or Remarketing Agent, the Respondents will be required to coordinate their services and activities with designated Authority Management personnel, the Authority s Financial Advisors and Co-Bond Counsel. B. Transaction Description All Revenue Bonds are expected to be issued under and pursuant to the 1998 Revenue Bond Indenture, as amended and supplemented, and a resolution or resolutions adopted, or to be adopted, by the Authority. The Authority has various fixed and variable-rate revenue bond issues outstanding under the Indenture, as well as having entered certain swap agreements relating to certain of its outstanding Revenue Bonds. All Revenue Bonds, together with all other indebtedness outstanding under the Indenture and any parity obligations hereafter issued under the 1998 Revenue Bond Indenture, are equally and ratably payable solely from and secured by a lien on security interest in the Net Revenues (as defined under the Indenture), all moneys, instruments and securities at any time and from time to time held by the Authority or its Trustee in any Fund created or established under the 1998 Revenue Bond Indenture, except for moneys, instruments and securities held in the 1998 General Fund and the 1998 Rebate Fund. Any refundings of existing Port District Project (bond debt would be issued under an individual PDP Bond Indenture and be general corporate obligations of the Authority and not secured by a lien or charge on, or pledge of, any revenues or other assets of the Authority other than the moneys, if any, on deposit in funds established under an individual Port District Project Bond Indenture. C. Scope of Services Underwriter(s) The role of the Underwriter(s) includes the following services for all Revenue Bond issues (new money and refundings), as well as any refundings of the Authority s outstanding Revenue Bond or Port District Project Bonds: Propose financing structures for debt issuance and alternatives to minimize overall debt service and issuance costs and maximize the marketability of debt and the Authority s debt capacity. Serve as senior manager, co-senior manager, co-manager to underwrite Revenue Bonds or Port District Project Bonds, as described in Section II.B. Senior Manager(s)/Co-Senior Manager(s): Services rendered by the Senior Manager(s) and/or Co-Senior Manager(s) may include, but are not limited to the following: 6

7 Assist in structuring the financing and analyzing costs and risks of various structural techniques. Assist the Authority, and other professionals, in drafting the official statement, contracts and any other documents required to authorize, market and issue the bonds or to complete the financing. Analyze market conditions and advise the Authority and its Financial Advisors with regard to market timing. Manage the underwriting process and assume primary responsibility for all activities associated with marketing the bonds issued including developing a marketing plan and executing a marketing strategy to achieve the lowest cost of funds to the Authority. Schedule and participate in, as required, all necessary informational meetings for prospective investors prior to the issuance of any bonds. Commit capital to underwrite bonds. Assist in the closing of the transaction(s) and facilitate the transfer of funds. Assist the Authority and its advisors in such other matters related to the Authority s financing(s) that may become necessary, including interaction with Rating Agencies and Credit Enhancement Providers. Provide a post-sale analysis regarding the investors who purchased the bonds and the initial purchase prices thereof. Co-Manager (s): Services rendered by others than Senior Manager(s) and Co-Senior Manager(s) may include, but are not limited to the following: Provide input as requested to the Authority, the Senior Manager(s), Co-Senior Manager(s) and the Authority s Financial Advisors regarding the transaction structure. Provide input as requested to the Authority, the Senior Manager(s), Co-Senior Manager(s) and the Authority s Financial Advisors regarding market conditions and advise the Authority and its Financial Advisors with regard to market timing. Participate in all activities associated with marketing the bonds issued including participating in the development of a marketing plan and executing a marketing strategy to achieve the lowest cost of funds to the Authority. Participate in, as required, informational meetings for prospective investors prior to the issuance of any bonds. Assist the Authority and its Financial Advisors in such other matters related to the financing(s) that might become necessary. 7

8 Remarketing Agent (s) The role of the Remarketing Agent includes: Remarketing variable rate bonds of the Authority pursuant to a remarketing agreement to be executed at the time of appointment of the Remarketing Agent. SECTION III SUBMISSION OF STATEMENT OF QUALIFICATIONS A. PURPOSE This RFQ contains a Scope of Services (Section II) which is intended to outline the Authority s expectation for services to be rendered. This RFQ does not purport to define all services that may be needed in connection with the issuance and sale of the Revenue Bonds or Port District Project Bonds. B. MINIMUM SUBMISSION QUALIFICATIONS For the position of Underwriter, Respondents must have experience as a Senior, Co-Senior, or Co-Manager for at least five (5) tax-exempt bond issues, with principal amounts exceeding $100 million, for bi-state authorities or governmental transportation entities in Pennsylvania or New Jersey within the past five years. For the position of Remarketing Agent, Respondents must be currently serving as remarketing agent on not less than $1 billion of tax-exempt variable rate demand bonds. Required insurance coverage as shown in Appendix B. Completion of the Political Contribution Disclosure Form, and attendant Certification, as shown in Appendix C. (Note: A firm that possesses the minimum submission qualifications is not assured of being appointed to either the Underwriter s Pool or Remarketing Agent s Pool.) C. REQUIRED COMPONENTS OF THE RESPONSE TO THE RFQ Respondents must address the following issues or questions in their response ( Qualification Statement ) to the RFQ: Cover Letter. Please include the full legal name and business address of the Respondent (not to exceed two pages). Acknowledgements. The return of the RFQ cover sheet and all addenda acknowledgements signed and completed as required. Contact Information. Provide the name and address of the firm; the name, telephone number, fax number, and address of (i) the principal professionals to be assigned to the Authority and (ii) the individual(s) responsible for the preparation of the response to this RFQ. Brief Description of Firm and Capabilities. Provide a brief history and description of your firm and its capabilities. Describe the retail & institutional bond distribution capabilities. Include in the description the number of retail offices and retail accounts located in both Pennsylvania and New Jersey. Include a statement of the total capital, net capital and minimum excess net capital as of December 31, 2010 and December 31,

9 Minimum Submission Qualifications (for Underwriters). Please list the qualifying transactions required under Section III.B. Include a description of the issues pertinent to these transactions that are relevant to the Authority and its anticipated transactions. Please provide: name of issuer, par amount, maturity, rating, credit enhancement, security information and any related derivatives (limit of four pages). Include a summary of your insurance coverage applicable to the services described herein. Such coverage must be adequate to sufficiently cover the services detailed herein and must include at a minimum, general liability insurance coverage (see Appendix B). Minimum Submission Qualifications (for Remarketing Agents). Please list the bond issues, including the notional amount of bonds outstanding, for which your firm currently serves as remarketing agent. Include a summary of your insurance coverage applicable to the services described herein. Such coverage must be adequate to sufficiently cover the services detailed herein and must include at a minimum, general liability insurance coverage (see Appendix B). Staffing Levels. Detail the staffing level of your firm including principals and associates to be dedicated to this transaction. Please provide brief résumés of the individuals detailed in Staffing Levels above. Indicate the role of each individual in serving the Authority. Office Location. The location of Respondent s office, if other than the vendor s main office, at which the Respondent proposes to perform services required under this RFQ. References. Provide three (3) references (which can be contacted during the RFQ process) indicating the governmental entity name, contact person, his/her title and address and telephone number for whom you have provided similar services over the past two years. Indicate your role and a list of completed financing transactions, in excess of $100 million completed for such client. Conflicts. Describe any existing or potential conflicts of interest your firm might have, or which reasonably might arise, due to your involvement with the Authority. Regulatory Compliance. Indicate whether the firm is in compliance with applicable regulations and the nature of any non-compliance, including the SEC, MSRB and banking regulators. Material Adverse Litigation. If the Respondent or any principal therein has been engaged as a defendant in any litigation involving a sum of $100,000 or more and/or has been subject to any professional disciplinary action over the last three (3) years, the Respondent must provide a description of the litigation and/or disciplinary action, and if applicable, present status of said action (s). Investigations. Please provide a brief summary of any ongoing investigations or administrative proceedings involving the Respondent, its directors, officers and principals and any individuals employed by the Respondent that relate to the performance of the Respondent in the underwriting, or remarketing, of securities or the provision of derivatives. Include in the response any investigations or proceedings by federal or state authorities. 9

10 Narrative. Please provide a narrative of strategy, issues and recommendations that the Authority should consider with respect to anticipated issuances of Revenue Bonds and/or Port District Project Bonds by the Authority (limit of two pages). D. SUBMISSION OF STATEMENT OF QUALIFICATIONS (15 page maximum exclusive of the Cover Letter) Written Qualification Statements shall be submitted to the following address: Delaware River Port Authority One Port Center 2 Riverside Drive, P.O. Box 1949 Camden, New Jersey Attention: Howard Korsen, Manager, Contracts Administration To be considered, one (1) original and twelve (12) copies of your response (and one compact disk with the full response in a single pdf file) directed to the above-mentioned address must be received by the Authority no later than 12:00 p.m. (noon) on Friday, June 8, 2012 clearly marked Delaware River Port Authority, Statement of Qualifications Response to RFQ for Investment Banking Services. The Authority will not accept responses transmitted electronically or via fax. Late submissions will not be accepted and will be returned unopened. The phone number for express deliveries is No oral, written or other form of amendment will be accepted by the Authority after this time, unless requested by the Authority. The Authority reserves the right to reject any or all submissions, to waive any requirements of the RFQ and to modify or amend, with the consent of the respondent, submissions. All submissions become the property of the Authority. Nothing in the submission shall be considered proprietary or confidential. There will be no debriefings of unsuccessful offerors. By responding to this RFQ, Respondents acknowledge and consent to the conditions set forth herein relative to the submission, review and consideration of your response. Qualification Statements should cover all information requested in Section III.B and Section III.C of this RFQ and should also address the selection criteria in Section G. Your response must be placed in a sealed envelope and clearly labeled with the title Delaware River Port Authority, Statement of Qualifications Response to RFQ for Investment Banking Services and the firm s name and business address. Submissions should provide a straightforward and concise delineation of the respondent statement and commitment to satisfy the requirements of the RFQ. All documents/information submitted in response to this solicitation shall be available to the general public. The Authority reserves the right, in its sole and absolute discretion, to reject any and all responses, with or without cause, and waive any irregularities or informalities in the responses. The Authority further reserves the right to make such investigations as it deems necessary as to the qualifications of any and all Respondents. The Authority reserves the right to issue amendments to this RFQ or to resolicit responses. E. INTERVIEW The Authority reserves the right to interview any or all of the Respondents submitting a Qualification Statement. Although interviews may take place, the Qualification Statement should be comprehensive and complete on its face. The Authority reserves the right to request clarifying information subsequent to the submission of the Qualification Statement. 10

11 F. SELECTION PROCESS For firms that satisfy Minimum Submission Qualifications and Required Components of the Response to the RFQ, the Authority s evaluation will be based upon the responses that are deemed the most advantageous to the Authority. The evaluation will consider the criteria of experience and reputation in the field, expertise, including licensing and registration, knowledge of the Authority and the subject matter to be addressed under the contract, past performance on other work for the Authority, availability to accommodate any required meetings of the Authority, availability of personnel and other resources to do the work on the schedule set forth by the Authority, designated professional and support staff and location of offices, strength of assurances of performance provided, if required, financial stability and strength of the submitting firm, on-going regulatory compliance and proceedings, civil and criminal investigations or litigation, references in general, insurance provided, and other factors as demonstrated to be in the best interest of the Authority. The review will include a focus on the experience and expertise of the firm in providing similar services in the State of New Jersey or in the Commonwealth of Pennsylvania to other authorities or to other bi-state agencies, as it relates to the Authority s needs. This step of the overall evaluation may include verification of credentials and stated experience. As the representatives of the Authority shall utilize the criteria set forth above in making selections for the various pools pursuant to this RFQ, Respondents are urged to provide sufficient information on the above criteria in your submission. The Authority also reserves the right to negotiate the terms and conditions (including pricing) of any contract to be executed as a result of the selection of a successful Respondent from the Underwriter s Pool for a proposed transaction or a successful Respondent to serve as Remarketing Agent. A screening of all responses will be conducted to determine overall responsiveness. Responses determined to be incomplete or non-responsive will be disqualified. The responses of each firm will be evaluated based upon the requirements of this RFQ. This evaluation process will take into account all items submitted pursuant to Section II and Section III of the RFQ. 11

12 Appendix A Bond Resolutions Related to Bond Issuances 1. DRPA Authorization for Issuance of Revenue Bonds 2. DRPA Authorization for Issuance of Port District Project Refunding Bonds (1999B Port District Project Bonds) 3. DRPA Authorization for Issuance of Port District Project Refunding Bonds (1998B Port District Project Bonds) 4. DRPA Authorization for Issuance of Port District Project Refunding Bonds, Authorization for Use of General Fund Monies for Redemption of Portions of Certain Outstanding Bonds and Authorization to Take Certain Actions with Respect to Existing Letters of Credit 12

13 DRPA Finance Committee: 9/16/09 DRPA Board: 9/16/09 Authorization for Issuance of Revenue Bonds REVENUE BONDS RESOLUTION WHEREAS, the Delaware River Port Authority ( Authority ) has heretofore authorized and issued its Revenue Bonds ( Bonds ) pursuant to an Indenture of Trust, dated as of July 1, 1998, between TD Bank, National Association, as successor trustee ( Trustee ), and the Authority, as amended and supplemented to date ( 1998 Indenture ); and WHEREAS, the Authority desires to authorize, issue, sell and deliver, pursuant to the 1998 Indenture, as further supplemented by one or more Supplemental Indentures, to be entered into by the Authority and the Trustee (each a Supplemental Indenture and, together with the 1998 Indenture, as heretofore amended and supplemented, the Indenture ), Bonds (as defined in the Indenture) for the purpose of financing (i) a portion of the Costs (as defined in the Indenture) of the Authority s approved Capital Improvement Program, (ii) the Debt Service Reserve Requirement (as defined in the Indenture), (iii) capitalized interest, if any, and (iv) payment of the costs of issuance of the Bonds (collectively, the Capital Project ); and WHEREAS, the Bonds may be issued from time to time, in one or more series or subseries, in the form of taxable and/or tax-exempt fixed rate Bonds or Variable Rate Bonds (as defined in the Indenture), including Bonds designated as Build America Bonds ( BABs ) (as defined in Section 54AA and 6431 of the Internal Revenue Code of 1986, as amended (the Code ) and/or Recovery Zone Economic Development Bonds ( Recovery Zone Bonds ) (as defined in Section 1400U-2 of the Code); and WHEREAS, it is necessary and appropriate for the Authority to authorize and approve the issuance, sale and delivery of the Bonds, the execution and delivery of such documents and instruments as are necessary or appropriate to effect the Capital Project and/or Swap Transactions (hereinafter defined), if any, and such actions as may be necessary or appropriate to effect the Capital Project and/or Swap Transactions; and WHEREAS, capitalized terms used in this Resolution not otherwise defined shall have the meanings ascribed thereto in the Indenture. NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Authority as follows: Authorization of Capital Project. The Authority hereby reaffirms its prior authorization and approval of the Capital Project in the maximum amount of $946,745,000 and its subsequent updating thereof to the maximum amount of $1,042,000,

14 Bonds. The Authority hereby authorizes and approves the issuance, sale and delivery of the Bonds. The Bonds shall be issued in an aggregate principal amount which shall not exceed $510,000,000. The Chief Executive Officer of the Authority shall determine when to issue the Bonds, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co- Bond Counsel. The Bonds may be issued in one or more series or subseries at such time or times as the Chief Executive Officer shall determine. The Chief Executive Officer shall determine, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, whether to issue each series of Bonds as taxable or tax-exempt Variable Rate Bonds or taxable or tax-exempt fixed rate Bonds, including BABs and Recovery Zone Bonds. If any Bonds are issued as BABs or Recovery Zone Bonds, the Chief Executive Officer is hereby authorized to make the elections required under the Code, and to take such actions with respect to such Bonds, in order that such Bonds, as so issued, constitute BABs or Recovery Zone Bonds, as applicable. The Chief Executive Officer shall determine, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, if a series of Bonds is to be issued as BABs or Recovery Zone Bonds, the purpose and use of any direct payments to be received by the Authority from the United States Treasury. The Chief Executive Officer shall determine with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, if a series of Bonds is to be issued as Variable Rate Bonds, the type of Variable Rate Bonds to be issued. Each Series of Bonds shall be dated, shall mature in such principal amounts and on such dates, shall bear interest at such rates, payable on such dates, shall be subject to redemption prior to maturity on such terms and conditions, and shall otherwise be subject to such additional terms, conditions and provisions as shall be approved prior to their issuance by the Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel; provided that: (i) if the Bonds are issued as fixed rate Bonds, the net interest cost with respect to such Bonds shall not exceed 9% per annum; (ii) if the Bonds are issued as Variable Rate Bonds, the maximum interest rate on such Bonds (other than Bank Bonds) shall not exceed 12% per annum; (iii) if the Bonds are issued as fixed rate Bonds, the Underwriters discount in connection with the purchase and re-offering of such Bonds shall not exceed $8.00 per thousand dollars of Bonds; (iv) if the Bonds are issued as Variable Rate Bonds, the Underwriters discount in connection with the purchase and re-offering of such Bonds shall not exceed $5.00 per thousand dollars of Bonds; (v) any optional redemption premium shall not exceed (i) as BABs or Recovery Zone Bonds, a make-whole provision, if necessary and (ii) as to all other Bonds, not to exceed 103%; and (vi) the final maturity of the Bonds shall not exceed any applicable provisions of the Compact or the Code. 14

15 Swap Transactions. The Chief Executive Officer is hereby authorized to approve one or more interest rate hedging transactions relating to one or more series of Bonds (each, a Swap Transaction ) for the purpose of managing the interest costs of the Authority, if deemed appropriate by the Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel. The Chief Executive Officer is hereby authorized and directed to determine the method of award of any Swap Transaction, either by invitation to bid to qualified providers or by negotiation with one or more qualified providers, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel. The Chief Executive Officer is hereby authorized to approve, execute and deliver any and all documents and instruments necessary to evidence any Swap Transaction in connection with a series of Bonds. Approval of Bond Documents. The Authority hereby authorizes the preparation of all documents necessary to effect the sale, issuance and delivery of each series of Bonds including, without limitation, one or more Supplemental Indentures, the Bonds, one or more purchase contracts between the Authority and underwriters to be selected providing for the sale and purchase of the Bonds, one or more preliminary official statements and final official statements in respect of each series of Bonds, a Continuing Disclosure Agreement, a Tax Compliance Agreement, any remarketing agreement or other agreement as may be required if Bonds are issued as Variable Rate Bonds, and such other agreements, documents, certificates and instruments as Co-Bond Counsel shall advise are necessary or appropriate to effect the issuance of Bonds, the Capital Project, and any Swap Transactions. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, the Authority s General Counsel and Co-Bond Counsel, is hereby authorized and directed to approve all such documents and to cause the execution and delivery of all such documents on behalf of the Authority. Credit Facilities. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, the Financial Advisors and Co-Bond Counsel, is hereby authorized to apply for a Credit Facility in the form of a bond insurance policy for any series of Bonds. If one or more series of Bonds are issued as Variable Rate Bonds, the Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, is hereby authorized to obtain one or more Credit Facilities in the forms of letters of credit or liquidity facilities and to approve and execute reimbursement agreements and standby bond purchase agreements, as applicable, evidencing such Credit Facilities. Debt Service Reserve Fund. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, is hereby authorized and directed to determine the Debt Service Reserve Requirement for the Bonds or for each series of Bonds, as appropriate, to 15

16 obtain a Reserve Fund Credit Facility for a portion of such Debt Service Reserve Requirement, if he determines it to be in the best financial interests of the Authority, and to establish a separate Debt Service Reserve Fund or an account in the 1998 Debt Service Reserve Fund with respect to one or more series of the Bonds, as he shall determine to be necessary or appropriate. Selection of Underwriters, Remarketing Agent and Professional Advisors. The Chief Executive Officer, with the advice of the Chief Financial Officer, is hereby authorized and directed to select the underwriters for the Bonds, one or more remarketing agents if Bonds are issued as Variable Rate Bonds, the Trustee, the Financial Advisors, Co-Bond Counsel, swap bidding agent or investment bidding agent (either of whom may be a Financial Advisor), and any special counsel or co-counsel or other professional advisors for the Authority. If the Bonds are issued as Variable Rate Bonds, the Chief Executive Officer, with the advice of the Chief Financial Officer shall select any remarketing agents, tender agent or broker-dealers as may be required for the form of debt evidenced by such Variable Rate Bonds. Chief Executive Officer s Actions; Execution of Documents. The Chief Executive Officer is hereby authorized and directed to approve, execute and deliver all documents, instruments and certificates, and to take all actions necessary and proper, including any actions not otherwise determined herein, to issue and sell the Bonds, and to effect the Capital Project, any Swap Transactions and all other matters authorized in this Resolution. Ratification of Prior Actions. All actions heretofore taken by or on behalf of the Authority by the Chief Executive Officer, the Chief Financial Officer or their designees, or the Authority s professional advisors in connection with the Capital Project, the Bonds or any Swap Transaction are hereby ratified, confirmed, approved and adopted. Inconsistent Resolutions Repealed. All prior resolutions or parts thereof to the extent inconsistent with this Resolution are hereby rescinded and repealed. Resolution DRPA adopted by the Board on October 15, 2008, other than its approval of the Capital Project, as provided therein, is hereby repealed in its entirety. Resolution DRPA in which the Authority updated the Capital Project and the maximum amount thereof remains in full force and effect. Effective Date. This Resolution shall take effect at the earliest time permitted by applicable law. DULY ADOPTED THIS 16 th day of September,

17 DRPA Finance Committee: 9/16/09 DRPA Board: 9/16/09 Authorization for Issuance of Port District Project Refunding Bonds (1999B Port District Project Bonds) 1999B PORT DISTRICT PROJECT BONDS REFUNDING BONDS RESOLUTION WHEREAS, the Delaware River Port Authority ( Authority ) has heretofore entered into an Interest Rate Swap and Option Agreement, dated as of May 16, 2001 ( 1999B PDP Bonds Swaption ), with UBS AG ( Swap Provider ) relating to the Authority s Port District Project Bonds, Series B of 1999 ( 1999 Bonds ), which were issued pursuant to an Indenture of Trust, dated as of December 1, 1999 ( 1999 Indenture ), between The Bank of New York Mellon Trust Company, N.A., as successor trustee ( 1999 Trustee ), and the Authority; and WHEREAS, the 1999B PDP Bonds Swaption contains an option ( Option ), provided that notice of exercise is given by the Swap Provider in accordance with the provisions of the 1999B PDP Bonds Swaption, requiring that the Authority and the Swap Provider, effective January 1, 2010 ( Effective Date ), commence the exchange of payments under the 1999B PDP Bonds Swaption, with the Authority paying a fixed rate of 5.595% and the Swap Provider paying a floating rate equal to 66% of one-month USD-LIBOR-BBA; and WHEREAS, pursuant to Resolution DRPA ( Swap Resolution ), the Authority authorized, among other things, the cash settlement of the 1999B PDP Bonds Swaption and the replacement of the 1999 Bonds Swaption with a Replacement Swaption (as defined in such Swap Resolution); and WHEREAS, on September 3, 2009, the Swap Provider notified the Authority of its exercise of the Option on the Effective Date; and WHEREAS, in connection with the exercise of the Option, or to achieve debt service savings, it is desirable that the Authority authorize, issue, sell and deliver one or more series of bonds ( Refunding Bonds ), pursuant to an Indenture of Trust, to be dated as set forth therein ( Indenture ) to be entered into by the Authority and a trustee to be appointed by the Authority ( Trustee ) for the purposes of: (i) refunding and redeeming of all or a portion of the outstanding 1999 Bonds; (ii) providing for the costs of the cash settlement of all or a portion of the 1999B PDP Bonds Swaption; and (iii) paying the costs of issuance of the Refunding Bonds (collectively, the 2010 Refunding Project ); and WHEREAS, the Refunding Bonds may be issued in one or more series or subseries, in the form of taxable or tax-exempt fixed rate bonds or variable rate bonds; and WHEREAS, in connection with the exercise of the Option and the issuance of the Refunding Bonds, the Authority has also determined that it is in the best financial interest of the Authority to authorize: (i) the cash settlement of the 1999B PDP Bonds Swaption using proceeds of the Refunding Bonds; and (ii) the entry by the Authority into one or more interest rate hedging agreements or basis swap agreements relating to the Refunding Bonds (collectively, the Replacement Swap Transaction ); and 17

18 WHEREAS, it is necessary and appropriate for the Authority to authorize and approve the issuance, sale and delivery of the Refunding Bonds, the execution of the Swap Transaction, the execution and delivery of such documents and instruments as are necessary or appropriate to effect the 2010 Refunding Project, including the Swap Transaction, and such actions as may be necessary or appropriate to effect the 2010 Refunding Project, including the Swap Transaction; and NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Authority as follows: Authorization of 2010 Refunding Project and Swap Transaction. The Authority hereby authorizes and approves the 2010 Refunding Project and the Swap Transaction. Refunding Bonds. The Authority hereby authorizes and approves the issuance, sale and delivery of the Refunding Bonds to fund the 2010 Refunding Project, including the Swap Transaction. The Refunding Bonds shall be issued in an aggregate principal amount which shall not exceed $120,000,000, if the Refunding Bonds are issued as variable rate bonds, and in an aggregate principal amount which shall not exceed $170,000,000, if the Refunding Bonds are issued as fixed rate bonds. The Refunding Bonds shall be Subordinated Indebtedness, as defined in the Indenture of Trust, dated as of July 1, 1998, as heretofore amended and supplemented, between the Authority and TD Bank, National Association, as successor trustee ( 1998 Revenue Bonds Indenture ). In accordance with Section 5.20(d) of the 1998 Revenue Bonds Indenture, the Authority hereby determines that the issuance of the Refunding Bonds will not impair the financial viability of the Authority and its operations. If the Refunding Bonds are issued to achieve debt service savings or other benefits to the Authority, the Chief Executive Officer of the Authority shall determine, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, the level of debt service savings on the 1999 Bonds necessary or the other benefits to the Authority of issuing the Refunding Bonds. The Chief Executive Officer of the Authority shall determine, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, whether to issue the Refunding Bonds as taxable or tax-exempt variable rate bonds or taxable or tax-exempt fixed rate bonds. The Chief Executive Officer shall determine, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, if the Refunding Bonds are to be issued as variable rate bonds, the type of variable rate bonds to be issued. The Chief Executive Officer shall determine, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, whether proceeds of the Refunding Bonds shall be used to cash settle the 1999B PDP Bonds Swaption. 18

19 The Refunding Bonds shall be dated, shall mature in such principal amounts and on such dates, shall bear interest at such rates, payable on such dates, shall be subject to redemption prior to maturity on such terms and conditions, and shall otherwise be subject to such additional terms, conditions and provisions as shall be approved prior to their issuance by the Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co- Bond Counsel; provided that: (i) if the Refunding Bonds are issued as fixed rate bonds, the net interest cost with respect to the Refunding Bonds shall not exceed 8% per annum; (ii) if the Refunding Bonds are issued as variable rate bonds, the maximum interest rate on the Refunding Bonds shall not exceed 12% per annum; (iii) if the Refunding Bonds are issued as fixed rate bonds, the Underwriters discount in connection with the purchase and re-offering of the Refunding Bonds shall not exceed $6.00 per thousand dollars of Refunding Bonds; (iv) if the Refunding Bonds are issued as variable rate bonds, the Underwriters discount in connection with the purchase and re-offering of the Refunding Bonds shall not exceed $5.00 per thousand dollars of Refunding Bonds; (v) any optional redemption premium on the Refunding Bonds shall not exceed 103%; (vi) the principal amortization of the Refunding Bonds and the amortization schedule of the Swap Transaction shall be identical; and (vii) the final maturity shall not exceed any applicable provisions of the Compact (as defined in the 1999 Indenture). Swap Transaction. The Chief Executive Officer is hereby authorized and directed to determine whether a Swap Transaction is advantageous in connection with the issuance of the Refunding Bonds and the types of Swap Transactions to be entered into, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel. The Chief Executive Officer is hereby authorized and directed to determine the method of award of the any Swap Transaction, either by invitation to bid to qualified providers or by negotiation with one or more qualified providers, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel. The Chief Executive Officer is hereby authorized to approve, execute and deliver the documents and instruments necessary to evidence any Swap Transaction. Approval of Refunding Bond Documents. The Authority hereby authorizes the preparation of all documents necessary to effect the sale, issuance and delivery of the Refunding Bonds including, without limitation, the Indenture, the Refunding Bonds, a purchase contract between the Authority and underwriters to be selected providing for the sale and purchase of the Refunding Bonds, a preliminary official statement and a final official statement in respect of the Refunding Bonds, a continuing disclosure agreement, an escrow deposit agreement, if needed, a tax compliance agreement, any remarketing agreement or broker-dealer agreement as may be required if the Refunding Bonds are issued as variable rate bonds, and such other agreements, documents, certificates and instruments as Co-Bond Counsel shall advise are necessary or appropriate to effect the issuance of the Refunding Bonds, the defeasance of the lien of 1999 Indenture, and the 2010 Refunding Project including the Swap Transaction. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, the Authority s General Counsel and Co-Bond Counsel, is hereby authorized and directed to approve all such documents and to cause the execution and delivery of all such documents on behalf of the Authority. 19

20 Credit Enhancement. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, is hereby authorized and directed to approve and execute a bond insurance commitment if deemed necessary or appropriate in order to cause the issuance by a municipal bond insurance company of a municipal bond insurance policy providing credit enhancement for the Refunding Bonds. If the Refunding Bonds are issued as variable rate bonds in the form of variable rate demand bonds, the Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, is hereby authorized to obtain credit enhancement in the form of a liquidity facility and/or a letter of credit for the Refunding Bonds and to approve and execute one or more standby bond purchase agreements, reimbursement agreements or similar agreements, as necessary or appropriate. Debt Service Reserve Fund. The Chief Executive Officer, with the advice of the Authority s Chief Financial Officer, Financial Advisors and Co-Bond Counsel, is hereby authorized and directed to determine the debt service reserve requirement for the Refunding Bonds, to obtain a reserve fund credit facility for all or a portion of such debt service reserve requirement, if he determines it to be in the best financial interests of the Authority, and to establish a separate Debt Service Reserve Fund within the Indenture with respect to the Refunding Bonds, as he shall determine to be necessary or appropriate. Selection of Underwriters, Trustee and Professional Advisors. The Chief Executive Officer, with the advice of the Chief Financial Officer, is hereby authorized and directed to select the underwriters for the Refunding Bonds, an escrow agent, if necessary (who may be the Trustee or the 1999 Trustee), the Trustee, the Financial Advisors, Co- Bond Counsel, swap bidding agent or investment bidding agent (either of whom may be a Financial Advisor), and any special counsel or co-counsel or other professional advisors for the Authority. If the Refunding Bonds are issued as variable rate bonds, the Chief Executive Officer shall select any remarketing agent, tender agent or broker-dealers as may be required for the form of debt evidenced by such variable rate bonds. Chief Executive Officer s Actions; Execution of Documents. The Chief Executive Officer is hereby authorized and directed to approve, execute and deliver all documents, instruments and certificates, and to take all actions necessary and proper to effect the 2010 Refunding Project, the Swap Transaction and all other matters authorized in this Resolution. Inconsistent Resolutions Repealed. All prior resolutions or parts thereof to the extent inconsistent with this Resolution are hereby rescinded and repealed. The Swap Resolution remains in full force and effect. Effective Date. This Resolution shall take effect at the earliest time permitted by applicable law. 20

21 DULY ADOPTED THIS 16 th day of September,

22 DRPA New Business: 11/18/09 Board Date: 11/18/09 Authorization for Issuance of Port District Project Refunding Bonds 1998B PORT DISTRICT PROJECT BONDS REFUNDING BONDS RESOLUTION 1. WHEREAS, the Delaware River Port Authority ( Authority ) has authorized and issued its Port District Project Bonds, Series B of 1998 ( 1998 Bonds ), which were issued pursuant to an Indenture of Trust, dated as of August 15, 1998 ( 1998 Indenture ), between The Bank of New York Mellon Trust Company, N.A., as successor trustee ( 1998 Trustee ), and the Authority; and 2. WHEREAS, in order to achieve debt service savings on the 1998 Bonds, the Authority desires to authorize, issue, sell and deliver one or more series of bonds ( Refunding Bonds ), pursuant to an Indenture of Trust, to be dated as set forth therein ( Indenture ), to be entered into by the Authority and a trustee to be appointed by the Authority ( Trustee ) for the purpose of refunding and redeeming all or a portion of the outstanding 1998 Bonds and paying the costs of issuance of the Refunding Bonds ( Refunding Project ); and 3. WHEREAS, the Refunding Bonds may be issued in one or more series or subseries, in the form of taxable or tax-exempt fixed rate bonds or variable rate bonds; and 4. WHEREAS, it is necessary and appropriate for the Authority to authorize and approve the issuance, sale and delivery of the Refunding Bonds, the execution and delivery of such documents and instruments as are necessary or appropriate to effect the Refunding Project and/or Swap Transactions (hereinafter defined), if any, and such actions as may be necessary or appropriate to effect the Refunding Project; and 5. NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Authority as follows: Authorization of Refunding Project. 6. The Authority hereby authorizes and approves the Refunding Project. Refunding Bonds. The Authority hereby authorizes and approves the issuance, sale and delivery of the Refunding Bonds. The Refunding Bonds shall be issued in an aggregate principal amount which shall not exceed $75,000,000, if the Refunding Bonds are issued as variable rate bonds, and in an aggregate principal amount which shall not exceed $80,000,000, if the Refunding Bonds are issued as fixed rate bonds. The Refunding Bonds shall be Subordinated Indebtedness, as defined in the Indenture of Trust, dated as of July 1, 1998, as heretofore amended and supplemented, between the Authority and TD Bank, National Association, as successor trustee ( 1998 Revenue Bonds 22