MASSACHUSETTS PORT AUTHORITY MINUTES OF THE MEETING HELD ON APRIL 12, 2018 AT 9:00 A.M. ONE HARBORSIDE DRIVE, EAST BOSTON, MA

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1 MASSACHUSETTS PORT AUTHORITY MINUTES OF THE MEETING HELD ON APRIL 12, 2018 AT 9:00 A.M. ONE HARBORSIDE DRIVE, EAST BOSTON, MA The meeting of the Members of the Massachusetts Port Authority was held at One Harborside Drive, East Boston, Massachusetts on April 12, Chairman Lewis G. Evangelidis presided. L. Duane Jackson, Patricia A. Jacobs, John A. Nucci, Sean M. O Brien, Stephanie L. Pollack, Laura Sen, Thomas P. Glynn, CEO and Executive Director, Catherine McDonald, Chief of Staff, Michelle Kalowski, Acting Chief Legal Counsel, John P. Pranckevicius, Director of Administration and Finance and Secretary-Treasurer, Edward C. Freni, Director of Aviation, Lisa Wieland, Port Director, Houssam H. Sleiman, Director, Capital Programs & Environmental Affairs, James Doolin, Chief Development Officer, Joris Jabouin, Director, Internal Audit, Francis Anglin, Director, Information Technology, Major Frank McGinn, Troop F Commander, Hayes Morrison, Deputy Director - Maritime & Transportation Planning, and Michael A. Grieco, Assistant Secretary- Treasurer were in attendance. The meeting commenced at 9:05 A.M. Public Comment There were no requests to speak during the Public Comment Period. Ratification and approval of the minutes of the March 15, 2018 Board Meeting Upon a motion duly made and seconded, it was VOTED: To ratify and approve the minutes of the March 15, 2018 Board Meeting. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes. Chairman s Comments Mr. Evangelidis recognized Mr. Nucci who acknowledged the recent media coverage of him being a kidney transplant candidate. Mr. Nucci expressed his thanks to everyone for the overwhelming support he has received.

2 Page 2 Report of the CEO Mr. Glynn presented information on some new Logan international flights, on the activation of the CAT III System at Worcester Airport, on the JFK to Worcester inaugural event, on the Philadelphia to Worcester service announcement event, on the Economic Development Bill and Flynn Cruiseport investment to capture growth opportunities, on the start of the 2018 cruise season, on Lisa Wieland s WTS presentation on Revitalizing the Port of Boston, on the GBCVB search for a Chief Operating Officer, on the Omni Hotel project as a model for diversity in development, on the Gables project pile driving and its Silver Line impact, on the City of Boston permanently stationing a second ambulance in East Boston, on the FAA plan to redirect some Logan air traffic over the ocean away from Hull, and on three separate State Police issues: Troop E, Troop F, and Seaport jurisdiction. Mr. Freni presented information on the Chronicle segment on Logan which included the Terminal C Kidport which features children s book authors from Massachusetts, and on the calendar year to date Logan passenger increase of 4.1% over the same period in Strategic Plan Implementation Market Trends: Real Estate Presentation Mr. Doolin provided a recap of the information he presented at the March Meeting on market trends, real estate objectives, and Strategic Plan results to date. Mr. Doolin also presented information on the next phase of Authority development in South Boston and East Boston, on the growing real estate revenues and the ground leases targeted to support Conley Terminal projects, on the public realm initiative, on the growth and investment at the Boston Autoport, on the successful South Boston seafood industry cluster, on South Boston truck routes, on the Braintree Logan Express site, and on some upcoming events and management challenges. Ground Transportation Initiatives Framework Mr. Glynn presented information on the February Mass Insight Transportation Public Opinion Survey. Ms. Morrison presented information on one year of TNC activity at Logan, on Logan air passenger ground access mode share estimates, on a comparison of Logan and San Francisco Airport, on some international airports with access fees, on the airport access fee benchmarking effort, and on a summary of the results. Ms. Morrison also presented information on the Authority s ground transportation goals, on Logan s daily passenger activity, on the history of Logan parking freezes, on aircraft growth and impacts. Mr. Sleiman presented information on Strategic Plan I ground transportation initiatives and results, on some additional HOV and environmental initiatives, and on some short-term and long-term initiatives and objectives. South Boston Waterfront Transportation Plan Presentation Due to time constraints, the South Boston Waterfront Transportation Plan Presentation was not discussed.

3 Page 3 Safety and Security Committee Human Resources and Compensation Committee Commercial Service Operator (CSO) Wage and Hour Audit Report Mr. Jabouin noted that the four CSOs tested for 2016 and part of 2017 are now all compliant with the Authority s Minimum Wage Policy ( Minimum Wage ), that restitution of $134,900 was paid to CSO employees, and that another Minimum Wage audit is planned for Community Outreach Committee Massport CAC Update Due to time constraints, the Massport CAC Update was not discussed. Real Estate and Strategic Initiatives Committee Summer Street Hotel Section 61 Findings Upon a motion duly made and seconded, it was VOTED: WHEREAS, in 2001, the Authority received a Certificate for the Final Environmental Impact Report (FEIR) for the Commonwealth Flats Development Area (CFDA), which anticipated mixed use, including housing, on the Commonwealth Flats parcels. Additionally, the FEIR defined certain parcel-specific requirements covering use, density, traffic generation, open space, and other development-related impacts; and WHEREAS, subsequent to the CFDA FEIR Certificate, Massport selected the Core Block Group to develop an 8-acre site within the CFDA, then known as the Core Block (which included the future Summer Street Hotel site); and WHEREAS, in September 2004, the Core Block Group filed an Expanded Environmental Notification Form ( Expanded ENF )/Project Notification Form ( PNF ) and the Secretary of Energy and Environmental Affairs ( EEA ) issued a Certificate for the Expanded ENF on November 22, 2004 approving a Single Environmental Impact Report ( SEIR ) process for the Core Block project; and WHEREAS, the Core Block Group filed an SEIR for the Core Block project, followed by a Notice of Project Change ( NPC ) to address project modifications, and the Certificate addressing the SEIR/NPC was issued on April 13, 2007; and

4 Page 4 WHEREAS, in January 2010, the Board voted to divide the Core Block into two phases: Phase 1 being the northern portion of the Core Block site (situated on Congress Street) and Phase 2 being the remainder of the Core Block site (where the South Boston Waterfront Transportation Center is located and where the Summer Street Hotel will be located); and In November 2017, the Summer Street Hotel developer (the Developer ) submitted to EEA a NPC for the Summer Street Hotel project along with a Section 61 Finding which details the potential environmental impacts of the project and the means and methods that the Developer has taken or will take which will mitigate and minimize the impacts on the environment; and WHEREAS, by its review of the Expanded ENF, the SEIR and the NPC, the Authority has reviewed, evaluated and determined the impacts on the natural environment of the Summer Street Hotel project and reviewed and approved the means and methods that the Developer has taken or will take which will mitigate and minimize the impacts on the environment; and WHEREAS, the Secretary of EEA has determined that the Expanded ENF, the SEIR and the NPC adequately address the Summer Street Hotel project s impacts on the environment and the mitigation related thereto. NOW, THEREFORE, IT IS HEREBY RESOLVED THAT: 1. The Expanded ENF, the SEIR and NPC describe the environmental impacts of the Summer Street Hotel project and the means and measures that are feasible and are planned in connection with the Summer Street Hotel project for the purpose of minimizing and avoiding damage to the environment. The Expanded ENF, the SEIR and NPC descriptions of the Summer Street Hotel project and its impacts are adopted by the Authority and form the basis of the Authority s Section 61 Finding. 2. Based on the Expanded ENF, the SEIR and NPC, the Authority finds, pursuant to G.L.c.30, Section 61, that by the Developer fully implementing the mitigating measures set forth in the Section 61 Finding attached hereto as Exhibit A, as authorized and directed by this resolution, all feasible means and measures will be taken to avoid, minimize or mitigate any adverse environmental impacts of the Summer Street Hotel project. 3. The Chief Executive Officer, the Secretary-Treasurer or the Assistant Secretary- Treasurer is hereby authorized to take such actions as he or she deems necessary or desirable to effectuate the terms of this vote. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes.

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16 Page 16 John Hancock Office Relocation Due to time constraints, the John Hancock Office Relocation was not discussed. Technology Update Mr. Anglin presented information on the April 5 th Strategic Plan II Technology Session with Dr. James Cash and Dr. Karim Lakhani including identifying things that the Authority does well and thinking of ways to add value to those functions, on some opportunities to aggregate, incentivize, and leverage data, and on some next steps. Facilities and Construction Committee MPA M545 New Berth 10 and Cranes at Conley Terminal, Paul W. Conley Terminal, South Boston, MA, Revised Partial Project Budget Mr. Sleiman presented information on the total project cost, on the Berth 10 location, on the new crane locations and height parameters, and on the project complexity, environmental permitting status, and the construction schedule. Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the New Berth 10 and Cranes at Conley Terminal (MPA M545) subject to the following conditions: funds expended for the New Berth 10 and Cranes at Conley Terminal Capital Project shall not exceed $65,000, (the "Approved Revised Partial Budget"), as shown on the Financial Summary presented at the Board Meeting on April 12, 2018; that no contract funded by this Capital Project shall be executed on behalf of the Authority prior to the execution of a Memorandum of Understanding between the Authority and the Commonwealth of Massachusetts for the Conley Terminal Project, as approved by the Members of the Authority at its meeting on February 15, 2018; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to this Capital Project and shall report back to the Board if, at any time during the life of the Project, it appears likely that the Project will exceed the Approved Revised Partial Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for this Capital Project as described in the backup materials presented at the Board Meeting on April 12, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. The Authority intends to fund all or a portion of the cost of this Capital Project with tax-exempt bonds. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes. MPA L1303 Taxiway C3 Pavement Rehabilitation and New Bypass Taxiway, Logan International Airport, East Boston, MA, Project Budget

17 Page 17 Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the Taxiway C3 Pavement Rehabilitation and New Bypass Taxiway (MPA L1303) subject to the following conditions: funds expended for the Taxiway C3 Pavement Rehabilitation and New Bypass Taxiway Capital Project shall not exceed $7,500, (the "Approved Budget"), as shown on the Financial Summary presented at the Board Meeting on April 12, 2018; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to the Taxiway C3 Pavement Rehabilitation and New Bypass Taxiway Capital Project and shall report back to the Board if at any time during the life of the Project it appears likely that the Project will exceed the Approved Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for the Capital Project as described in the backup materials presented at the Board Meeting on April 12, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes.

18 Page 18 MPA H275 Aircraft Rescue and Fire Fighting and Customs and Border Protection Facility, L.G. Hanscom Field, Bedford, MA, Final Project Budget Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the Aircraft Rescue and Fire Fighting and Customs and Border Protection Facility (MPA H275) subject to the following conditions: funds expended for the Aircraft Rescue and Fire Fighting and Customs and Border Protection Facility Capital Project shall not exceed $12,000, (the "Approved Final Budget"), as shown on the Financial Summary presented at the Board Meeting on April 12, 2018; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to the Aircraft Rescue and Fire Fighting and Customs and Border Protection Facility Capital Project, and shall report back to the Board if at any time during the life of the Project it appears likely that the Project will exceed the Approved Final Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for the Capital Project as described in the backup materials presented at the Board Meeting on April 12, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes.

19 Page 19 Audit and Finance Committee Special Facility Revenue Bonds (BOSFuel Project), Series 2018 Upon a motion duly made and seconded, it was VOTED: Issuance Resolution FINAL RESOLUTION (I) AUTHORIZING THE EXECUTION AND DELIVERY OF AN AMENDMENT TO THE LEASE BETWEEN THE AUTHORITY AND BOSFUEL CORPORATION RELATING TO A FUEL STORAGE AND DISTRIBUTION SYSTEM AT BOSTON-LOGAN INTERNATIONAL AIRPORT; (II) AUTHORIZING THE ISSUANCE, EXECUTION AND DELIVERY OF TWO OR MORE SERIES OF MASSACHUSETTS PORT AUTHORITY SPECIAL FACILITIES REVENUE BONDS (BOSFUEL PROJECT), SERIES 2018 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $175,000,000 TO REFUND THE AUTHORITY S SPECIAL FACILITIES REVENUE BONDS (BOSFUEL PROJECT), SERIES 2007, TO REIMBURSE THE MEMBERS OF BOSFUEL FOR PRIOR ADVANCES AND TO FINANCE IMPROVEMENTS TO THE PREMISES LEASED AND TO BE LEASED TO BOSFUEL CORPORATION; (III) AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL AGREEMENT WITH RESPECT TO THE ISSUANCE OF SUCH BONDS; (IV) AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE CONTRACT WITH RESPECT TO SUCH BONDS; (V) AUTHORIZING THE PREPARATION AND DISTRIBUTION OF AN OFFICIAL STATEMENT WITH RESPECT TO SUCH BONDS; (VI) RECOMMENDING THAT THE GOVERNOR APPROVE A BOND FINANCING FOR IMPROVEMENTS TO THE FUEL STORAGE AND DISTRIBUTION SYSTEM AT BOSTON- LOGAN INTERNATIONAL AIRPORT; AND (VII) AUTHORIZING ANY AND ALL OTHER ACTS NECESSARY OR DESIRABLE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE AFORESAID DOCUMENTS. WHEREAS, the Massachusetts Port Authority (the Authority ) is empowered under Section 9 of Chapter 465 of the Acts of 1956 of The Commonwealth of Massachusetts (as amended, the Act ) and under Section 216 (III) of the Trust Agreement dated as of August 1, 1978 (as supplemented and amended the 1978 Trust Agreement ), between the Authority and U.S. Bank National Association, as Trustee (the 1978 Trustee ), to issue its bonds secured by revenues of the Authority other than revenues pledged under the 1978 Trust Agreement; and WHEREAS, pursuant to the Fuel Storage and Distribution System Lease dated as of May 1, 1997, as amended by the First Amendment to Fuel Storage and Distribution System Lease dated as of June 7, 1999 and a Second Amendment to Fuel Storage and Distribution System Lease dated as of June 1, 2007, and certain letter agreements, each between the Authority, as lessor, and BOSFUEL CORPORATION ( BOSFUEL ), as lessee (as amended, the Fuel System Lease ), BOSFUEL leases from the Authority the fuel storage and distribution system (the Fuel System ) and certain additional facilities at Boston-Logan International Airport (the Airport ); and

20 Page 20 WHEREAS, certain of the air carrier members of BOSFUEL (the Members ) have advanced loans to BOSFUEL (the Member Loans ) the proceeds of which were applied by BOSFUEL to make certain improvements and repairs to the Fuel System, and BOSFUEL has requested that the Authority issue a Series of Bonds, the interest of which is includable in the income of the holders of such bonds for federal income tax purposes (the Taxable Bonds ), and loan the proceeds thereof to BOSFUEL to be applied to repay the Member Loans to the Members and, if necessary in the opinion of the Authority s Bond Counsel, to pay certain costs of the 2018 Project (as defined below); and WHEREAS, BOSFUEL will construct certain additional improvements to the existing Fuel System, including without limitation additional hydrant fueling pits, fuel line piping and an additional fuel storage tank (the 2018 Project ), all of which shall be more particularly described in an amendment to the Fuel System Lease and which shall be incorporated into the on-airport jet fuel storage and distribution system owned by the Authority and leased to BOSFUEL which provides jet fuel to the terminals and to jet fuel users at the Airport; and WHEREAS, BOSFUEL has requested that the Authority s outstanding Special Facilities Revenue Bonds (BOSFUEL Project), Series 2007 (the Prior Bonds ) be currently refunded in order to realize debt service savings; and WHEREAS, the Authority has previously expressed its intentions to issue and sell its Special Facilities Revenue Bonds (BOSFUEL Project), Series 2018 (the Bonds, which shall include the Taxable Bonds as well as one or more separate Series of Bonds, the interest on which is not includable in income of the holders thereof for federal tax purposes), the proceeds of which would be loaned to BOSFUEL to refund all of the Prior Bonds and to finance the 2018 Project; WHEREAS, the security for the Bonds shall include certain of the rents payable by BOSFUEL under the Fuel System Lease, as amended by the Lease Amendment, as provided in the BOSFUEL Trust Agreement, as amended by the 2018 Supplemental Agreement (as each is defined below); and WHEREAS, BOSFUEL has selected Morgan Stanley & Co. LLC to be the senior managing underwriter of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the Members of the Massachusetts Port Authority, pursuant to the Act, as follows:

21 Page 21 Section 1. Fuel System Lease Amendment. The Authority hereby approves the execution and delivery on behalf of the Authority of one or more additional amendments to the Fuel System Lease (the Lease Amendment ) providing for (i) the extension of the term of the Fuel System Lease to correspond with the term of the Bonds, provided, however, that the term of the Fuel System Lease, as so extended, shall not exceed 80% of the useful life of the Fuel System, as improved by the construction of the 2018 Project; (ii) the design and construction of the 2018 Project; and (iii) certain other matters, and hereby authorizes and directs that the same be executed and delivered by any of the Chairman, the Vice Chairman, the Chief Executive Office and Executive Director, or the Director of Administration and Finance and the Secretary-Treasurer of the Authority (each an Authorized Officer ), acting singly, in such form and containing such terms and conditions as may be deemed necessary or desirable by any Authorized Officer, the definitive form or forms of such Lease Amendment to be evidenced conclusively by the execution thereof by an Authorized Officer. Each Authorized Officer, acting singly, is hereby authorized to approve any and all of the terms of such Lease Amendment and such approval shall be evidenced conclusively by the execution of such Lease Amendment by the Authorized Officer, his or her execution thereof to constitute conclusive evidence of such approval and the approval of such Lease Amendment by the Authority. Section Trust Amendment. The Authority hereby approves the execution and delivery on behalf of the Authority of a Second Supplemental Agreement (the 2018 Supplemental Agreement ) with U.S. Bank National Association (as successor in interest to State Street Bank and Trust Company), as trustee (the Trustee ), supplementing and amending the Trust Agreement dated as of May 1, 1997, as previously amended by a First Supplemental Agreement dated as of June 1, 2007 (collectively, the BOSFUEL Trust Agreement ), each by and between the Authority and the Trustee, providing for the issuance of the Bonds and undertaking the 2018 Project by BOSFUEL, and certain other matters, and hereby authorizes and directs that the same be executed and delivered by any Authorized Officer, acting singly, in such form and containing such terms and conditions as may be deemed necessary or desirable by any Authorized Officer, the definitive form of such 2018 Supplemental Agreement to be evidenced conclusively by the execution thereof by an Authorized Officer. Each Authorized Officer, acting singly, is hereby authorized to approve any and all of the terms of such 2018 Supplemental Agreement and such approval shall be evidenced conclusively by the execution of such 2018 Supplemental Agreement by the Authorized Officer, his or her execution thereof to constitute conclusive evidence of such approval and the approval of such 2018 Supplemental Agreement by the Authority. As compensation for the Authority s administrative costs for issuing and overseeing the Bonds, BOSFUEL shall pay an annual fee to the Authority in an amount approved by an Authorized Officer not to exceed $25,000 per year.

22 Page 22 Section 3. Bonds. The Bonds are hereby authorized to be issued by the Authority in two or more Series, the interest on one Series of which may be taxable, for the purposes of refunding the Prior Bonds, refunding the Member Loans and financing the planning, design, permitting, construction, commissioning and testing of the 2018 Project. The Bonds shall be limited-recourse obligations secured solely by certain payments to be made under the Fuel System Lease, as amended, and other amounts as provided in Section 8 below. Each Authorized Officer, acting singly, is authorized to approve the specific terms of the Bonds, including without limitation the aggregate principal amount, which shall not exceed $175,000,000; maturities; interest rate or rates for each maturity of each Series and the method of determination of such interest rates; method, place, frequency, and medium of payment of principal and interest; denominations; form of issuance, whether certificated or book-entry; designations; credit enhancement features; the application of proceeds thereof; and any other terms of the Bonds; and provided, further, that such terms shall be as approved by BOSFUEL. The form of the Bonds, in substantially the form contained in the 2018 Supplemental Agreement, is hereby approved with such changes (including without limitation changes required to obtain or evidence insurance of all or any portion of the Bonds) as may be deemed necessary or desirable by any of the Chairman, the Vice Chairman or the Chief Executive Officer and Executive Director, acting singly, the definitive form of each Bond to be evidenced conclusively by the execution thereof by such Authorized Officer as provided herein. Each of the Chairman, the Vice Chairman and the Chief Executive Officer and Executive Director, acting singly, is authorized to execute the Bonds, by either manual or facsimile means; and each Authorized Officer, acting singly, is authorized to affix the seal of the Authority to the Bonds, by either manual or facsimile means, and to do any and all other acts necessary to issue the Bonds. Upon issuance of each Series of the Bonds, BOSFUEL shall pay an issuance fee to the Authority equal to 0.25% of the aggregate principal amount of the Series of Bonds. Section 4. Purchase Contract. As requested by BOSFUEL, the Authority hereby appoints Morgan Stanley & Co. LLC as senior managing underwriter (the Underwriter ) with respect to the Bonds and approves the terms of a Purchase Contract, including a letter of representations of BOSFUEL to be delivered to the Authority and the Underwriter, (the Purchase Contract ) with the Underwriter, and approved by BOSFUEL, providing for sale of all but not less than all of the Bonds in one or more transactions to the Underwriter on satisfaction of certain terms and conditions as set forth therein, and hereby authorizes and directs that the same be executed and delivered by any Authorized Officer, acting singly, in such form and containing such terms and conditions as may be deemed necessary or desirable by any Authorized Officer, the definitive form of such Purchase Contract to be evidenced conclusively by the execution thereof by an Authorized Officer; provided, however, that at the request of BOSFUEL, an Authorized Officer may designate one or more additional investment banks as co-managing underwriters. Each Authorized Officer, acting singly, is hereby authorized to approve any and all of the terms of such Purchase Contract and such approval shall be evidenced conclusively by the execution of such Purchase Contract by the Authorized Officer, his or her execution thereof to constitute conclusive evidence of such approval and the approval of such Purchase Contract by the Authority.

23 Page 23 Section 5. Official Statement. The Preliminary Official Statement for the Bonds to be prepared by the Underwriter and BOSFUEL (the Preliminary Official Statement ) is hereby approved in such form as may be approved by any Authorized Officer (it being understood that the Authority makes no representation or warranty as to the truth and accuracy of and assumes no responsibility for any information contained in the Preliminary Official Statement or the Official Statement hereinafter defined other than the portions thereof specified in the last sentence of this Section 5). The Underwriter is hereby authorized to use and distribute the Preliminary Official Statement in connection with the offering or re-offering and sale of the Bonds. The Underwriter may amend or supplement the Preliminary Official Statement, and may prepare a final Official Statement (the Official Statement ), in such forms and at such times as any Authorized Officer and BOSFUEL may approve; and upon such approval the Underwriter is hereby authorized to use and distribute the amended or supplemented Preliminary Official Statement and the Official Statement in connection with such offering and sale. The Authority deems the information to be contained in the Preliminary Official Statement under the headings THE AUTHORITY, BOSTON-LOGAN INTERNATIONAL AIRPORT, FINANCIAL ADVISOR and NO LITIGATION in substantially the same form as contained in the Official Statement relating to the Prior Bonds, with such changes as may be necessary or desirable to reflect the current state of the Authority, as approved by an Authorized Officer final as of the date hereof solely for the purposes and within the meaning of paragraph (b)(1) of Rule 15c2-12 of the Securities and Exchange Commission. The Authority makes no representation or warranty as to the truth and accuracy of and assumes no responsibility for any information contained in the Preliminary Official Statement or the Official Statement, except for the information appearing under the headings THE AUTHORITY, BOSTON-LOGAN INTERNATIONAL AIRPORT, FINANCIAL ADVISOR and NO LITIGATION. Section 6. Release of Debt Service Reserve Fund. The funds currently held in the Debt Service Reserve Fund pursuant to the BOSFUEL Trust Agreement for the benefit of the holders of the Prior Bonds were provided by certain Members of BOSFUEL as a loan to BOSFUEL when the rating of the provider of the surety initially deposited in the Debt Service Reserve Fund was reduced. Upon the refunding of the Prior Bonds with a portion of the proceeds of the Bonds, the Authority hereby authorizes and directs the Trustee to release the funds that are currently on deposit in the Debt Service Reserve Fund for the benefit of the holders of the Prior Bonds to BOSFUEL, and authorizes and directs BOSFUEL to repay such funds to the Members that originally advanced such funds. Section 7. Financial Advisor Recommendation. The Authority has reviewed, and hereby approves and adopts, the recommendation of PFM Financial Advisors LLC, the Authority s Financial Advisor, a copy of which is attached to this Resolution, regarding the structure, size and manner of sale of the Bonds.

24 Page 24 Section 8. Public Hearing. The holding of a public hearing with respect to the Bonds required by Section 147(f) of the Internal Revenue Code of 1986, as amended, by an Authorized Officer on behalf of the Authority is hereby authorized, approved and ratified; and the Authority recommends to the Governor of The Commonwealth of Massachusetts that he take the necessary action to approve the issuance by the Authority of the Bonds pursuant to said Section 147(f). The Secretary-Treasurer shall forward or cause to be forwarded to the Governor a summary of such hearing and file a copy thereof with the minutes of the Authority. Section 9. Bonds Not General Obligations. The Bonds shall never constitute a general obligation or debt or pledge of the faith and credit of the Authority, nor a debt or pledge of the faith and credit of The Commonwealth of Massachusetts or any political subdivision or municipality thereof, and each covenant and undertaking by the Authority in the Bonds, the 2018 Supplemental Agreement, the Lease Amendment, the Purchase Contract and any other agreement or document relating to the Bonds to make payments is not a general obligation of the Authority or a debt or a pledge of the faith and credit of The Commonwealth of Massachusetts or any political subdivision or municipality thereof. The principal of and premium, if any, and interest on the Bonds is a limited obligation payable solely from certain payments under the Fuel System Lease and certain funds or accounts to be established under the 2018 Supplemental Agreement. Nothing in the Bonds, the 2018 Supplemental Agreement, the Purchase Contract or any other agreement or document relating to the Bonds (except for certain provisions of the Fuel System Lease relating to obligations of the Authority to BOSFUEL) shall be construed as requiring the Authority to use any funds or revenues from any source other than as described herein. Section 10. No Assurance. By adopting this Issuance Resolution or taking any other action with respect to the Bonds or the 2018 Project, the Authority does not and cannot provide any assurance that the 2018 Project or BOSFUEL is financially viable or sound, that amounts owing on the Bonds will be paid or that any collateral which may be pledged to secure the Bonds would be sufficient to pay the Bonds in the event of default; and none of BOSFUEL, any purchaser of Bonds or another other person shall rely upon the Authority with respect to such matters, except that in certain instances in which the Fuel Storage and Distribution System or a portion thereof is relet by the Authority as provided in the Fuel System Lease the Authority may assume certain obligations under the Fuel System Lease. In addition, the Authority makes no representation or warranty that interest payments under the Bonds are or will continue to be exempt from federal or state income taxation.

25 Page 25 Section 11. Authorization of Officers. Each Authorized Officer, acting singly, is hereby authorized and directed to do all acts and things and to execute and deliver any and all documents, certificates and other instruments necessary or desirable to effectuate the transaction contemplated by this Issuance Resolution, the Lease Amendment, the Fuel System Lease as amended thereby, the Bonds, the 2018 Supplemental Agreement, the BOSFUEL Trust Agreement as amended thereby, the Purchase Contract, the Preliminary Official Statement, and the Official Statement, including without limitation the execution and delivery of (i) a tax certificate relating to the Bonds and (ii) an agreement to update certain disclosure in the Official Statement in accordance with Rule 15c2-12 of the Securities and Exchange Commission (which may be incorporated into the 2018 Supplemental Agreement). Section 12. Effective Date. This Issuance Resolution shall take effect immediately. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes.

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29 Page 29 Braintree Logan Express Bus Services Operating Agreement Upon a motion duly made and seconded, it was VOTED: The Director of Aviation and the Acting Chief Legal Counsel or their designees are hereby authorized to negotiate, and the Chief Executive Officer and Executive Director, the Secretary-Treasurer or the Assistant Secretary-Treasurer, each acting singly (each an Authorized Officer ), are hereby authorized to execute and deliver, on behalf of the Authority, an agreement with Paul Revere Transportation LLC (the Operator ) to operate the Braintree Logan Express Bus Service between Boston-Logan International Airport and the Braintree Logan Express facility in Braintree, Massachusetts for a term of seven (7) years commencing on or about May 1, The amount payable over the seven-year term shall be a not-to-exceed amount of $36,077,412. The agreement shall contain such other terms and conditions consistent with this vote as the Authorized Officer executing the agreement in accordance with this vote determines are necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes. China Business Development and Marketing Consultant Services Contract Ms. Wieland presented information on the use of external marketing consultants in different regions to advance business relationships as well as on China Market Solutions role in maintaining Asian direct call service and in increasing containers volume at Conley Terminal. Upon a motion duly made and seconded, it was VOTED: To authorize the Chief Executive Officer, Secretary-Treasurer or Assistant Secretary- Treasurer to execute on behalf of the Authority a marketing and business development consultant services agreement with China Market Solutions, Inc. (the Consultant ) for a five-year period commencing January 1, 2018 and expiring on December 31, 2022 for a fee not to exceed $2,675,000 in the aggregate. During the term of the agreement, the Consultant s annual compensation shall be $385,000. The Consultant also shall be eligible to receive an annual bonus in an aggregate amount equal to $150,000 payable monthly in arrears (i.e., $12,500) contingent on the continuance of 8,500 TEU size container vessels calling the Port of Boston on a weekly basis from China on the Ocean Alliance container shipping lines Asia Service; provided however, the bonus payments will terminate as of the date that Berth 10 at Conley Terminal is operational and capable of servicing 8,500 TEU and larger size container vessels. The agreement shall contain such other terms and conditions not inconsistent with this Vote as the person executing in accordance with this Vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, and Pollack voted Yes. Member Sen voted No. Conley Terminal Crane Acquisition Project

30 Page 30 Due to time constraints, the Conley Terminal Crane Acquisition Project was not discussed. Assent Agenda MPA W281 Rehabilitate East Taxilane and Transient Ramp, Worcester Regional Airport, Worcester, MA, Project Budget Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to take all actions necessary or desirable and to execute all agreements necessary or desirable in order to continue with and complete the Authority's Capital Project known as the Rehabilitate East Taxilane and Transient Ramp (MPA W281) subject to the following conditions: funds expended for the Rehabilitate East Taxilane and Transient Ramp Capital Project shall not exceed $2,400, (the "Approved Budget"), as shown on the Financial Summary presented at the Board Meeting on April 12, 2018; the Director of Capital Programs and Environmental Affairs shall provide to the Board annual updates on expenditures, contract amendments and change orders related to the Rehabilitate East Taxilane and Transient Ramp Capital Project and shall report back to the Board if at any time during the life of the Project it appears likely that the Project will exceed the Approved Budget; and the Director of Capital Programs and Environmental Affairs also shall report any material changes to the scope of work for the Capital Project as described in the backup materials presented at the Board Meeting on April 12, The CEO & Executive Director shall obtain all necessary permits and approvals and shall conduct all required environmental reviews prior to the execution of any agreement or to the commencement of any action all as may be required by law. Any agreement arising out of this vote shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes. MPA AP1809-C1 FY18-20 Low Voltage Electrical Maintenance Term Contract, Authority-wide Upon a motion duly made and seconded, it was VOTED: To authorize the CEO & Executive Director, Secretary-Treasurer or Assistant Secretary- Treasurer to execute on behalf of the Authority an agreement for MPA AP1809-C1 FY18-20 Low Voltage Electrical Maintenance Term Contract with Edward G. Sawyer Co., Inc. in the not-to-exceed amount of $1,481, The agreement shall contain such other terms and conditions as the person executing in accordance with this vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes.

31 Page 31 Logan Environmental Reports Contract Amendment Upon a motion duly made and seconded, it was VOTED: To authorize the Chief Executive Officer and Executive Director, the Secretary-Treasurer and Assistant Secretary-Treasurer, each acting singly (each, an Authorized Officer ), to execute and deliver on behalf of the Authority an amendment to the Vanasse Hangen Brustlin, Inc. ( VHB ) Consulting Agreement (LL-13163) to (i) extend the term of the Agreement to December 31, 2019; (ii) increase the not-to-exceed compensation amount by $550, resulting in a total not-to-exceed compensation amount of $2,050,000; and (iii) provide for the completion and delivery of the 2017 ESPR. The terms of such Amendment shall contain such other terms and conditions as the Authorized Officer executing in accordance with this vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes. Strategic Planning Services Phase II Contract Amendment Upon a motion duly made and seconded, it was VOTED: To authorize the Chief Executive Officer and Executive Director, the Secretary-Treasurer and Assistant Secretary-Treasurer, each acting singly (each, an Authorized Officer ), to execute and deliver on behalf of the Authority an amendment to the LeighFisher, Inc. Consulting Agreement (GG-10690) to (i) extend the term of the Agreement to June 30, 2019; (ii) increase the not-to-exceed compensation amount by $300, resulting in a total not-to-exceed compensation amount of $4,070,000; and (iii) provide for the implementation of Strategic Plan I and for Strategic Plan II services, including the aviation operations forecasting, gating analysis, and terminal operations optimization. The terms of such Amendment shall contain such other terms and conditions as the Authorized Officer executing in accordance with this vote deems necessary or desirable. Members Evangelidis, Jackson, Jacobs, Nucci, O Brien, Pollack, and Sen voted Yes.

32 Page 32 Motion to Enter Executive Session Upon a motion duly made and seconded, it was VOTED: That the Authority enter executive session to discuss the deployment of security personnel or devices, or strategies with respect thereto; and That the Authority enter executive session to consider the purchase, exchange, lease or value of real property, specifically regarding Commonwealth Pier, since a discussion in open session may have a detrimental effect on the negotiating position of the Authority. Members Evangelidis, Jackson, Jacobs, O Brien, Pollack, and Sen voted Yes. Member Nucci was out of the room. Mr. Evangelidis stated that the Authority will not reconvene after Executive Session. The public session adjourned at 11:35 A.M. Michael A. Grieco Assistant Secretary-Treasurer

33 Page 33 List of Documents and Other Exhibits Used in Public Session 1. Board Book 2. PowerPoint Presentation Slides