in-20260701-IR-135260205ONA: INDIANA FINANCE AUTHORITY

INDIANA FINANCE AUTHORITY RESOLUTION NO. G16-2026 A RESOLUTION AUTHORIZING AMENDMENTS TO CERTAIN ADMINISTRATIVE RULES FOR THE INDIANA EAST-WEST TOLL ROAD AND AUTHORIZING FURTHER ACTIONS RELATED THERETO Under IC 5-1.2-4-1(a)(2), this resolution is effective upon adoption. WHEREAS, the Indiana Finance Authority (the “IFA”) and the ITR Concession Company LLC (the “Concessionaire”) have entered into the Amended and Restated Indiana Toll Road Concession and Lease Agreement, dated as of July 1, 2017 (the “Original Agreement”), as previously supplemented and amended by the First Amendment to the Amended and Restated Indiana Toll Road Concession and Lease Agreement, dated as of September 21, 2018 (the “First Amendment”), and as further supplemented and amended by the Second Amendment to the Amended and Restated Indiana Toll Road Concession and Lease Agreement, dated as of April 17, 2026 (the “Second Amendment” and, together with the Original Agreement and the First Amendment, the “Concession Agreement”), pursuant to IC 8-15.5-5, as amended; and WHEREAS, pursuant to the Concession Agreement, the IFA has leased the Indiana Toll Road (the “Toll Road”) to the Concessionaire for a period of 75 years ending in 2081 and granted the Concessionaire the right to collect all the tolls charged for the use of the Toll Road in consideration of the obligation of the Concessionaire to maintain and operate the Toll Road, all subject to the terms and conditions therein; and WHEREAS, the Concession Agreement provides certain limitations on increases in the tolls charged for vehicles using the Toll Road; and WHEREAS, pursuant to the Second Amendment and in exchange for the consideration described therein, the IFA has agreed to permit the Concessionaire to make semi-annual toll increases on all vehicles using the Toll Road, commencing December 31, 2026 and continuing every June 30 and December 31 thereafter (each, a “Semi-Annual Measurement Date”), with such permitted semi-annual toll increases on all vehicles effective upon any Semi-Annual Measurement Date to be the greater of: (1) one and one-half percent (1.5%); or (2) the percentage increase of the seasonally unadjusted consumer price index or the seasonally unadjusted nominal GDP, whichever is greater, measured between the prior December 31 and June 30, with respect to a Semi-Annual Measurement Date occurring on December 31, and measured between June 30 and December 31, with respect to a Semi-Annual Measurement Date occurring on June 30; and WHEREAS, in order to authorize the foregoing described toll increases, it is necessary for the IFA to make certain amendments to 135 IAC 2.5 (the “Tolling Regulations”), which changes are attached as Exhibit A hereto and are incorporated herein by reference (the “Amendments”); and WHEREAS, pursuant to Public Law 44-2026 and IC 5-1.2-4-1(a)(2), the IFA may, without complying with IC 4-22-2, adopt, amend and/or repeal from time to time rules related to the Toll Road to accommodate the provisions of the Concession Agreement and to fix user fees under IC 8-15.5-7-8 by rule, with any such adoption, amendment and/or repeal of such rules being made by way of a resolution of the IFA introduced at one (1) meeting and approved at a subsequent meeting of the IFA; and WHEREAS, the Amendments were introduced at the May 21, 2026 meeting of the IFA and, no revisions to the Amendments having been made, it is now appropriate for the IFA to adopt the Amendments attached hereto as Exhibit A in order to amend the Tolling Regulations, and to authorize certain other actions of the Public Finance Director and the General Counsel of the IFA as described herein; NOW, THEREFORE, BE IT RESOLVED BY THE INDIANA FINANCE AUTHORITY, AS FOLLOWS: Section 1. Approval of Amendments to Tolling Regulations. The IFA hereby adopts the Amendments to the Tolling Regulations attached hereto as Exhibit A, ratifies the actions of the Public Finance Director and General Counsel described herein, and authorizes them to take such further actions, as may be necessary to complete the enactment and implementation of the Amendments to the Tolling Regulation codified at 135 IAC 2.5 of the Indiana Administrative Code and attached hereto as Exhibit A, so long as the Concessionaire and the Parent Entity meet the conditions for the implementation thereof pursuant to the Second Amendment. Section 2. Additional Actions. The Public Finance Director and the General Counsel are hereby authorized and directed to do and perform all acts and to execute in the name of the IFA and to attest, as appropriate, all such agreements, instruments, documents, papers, or certificates in such forms as such officer executing or attesting the same shall deem proper, to be evidenced by the execution or attestation thereof by either manual or facsimile signature, which are appropriate, beneficial, desirable, or necessary to carry out the transactions contemplated by this Resolution. Section 3. Invalidity. If any section, paragraph, clause, or provision of this Resolution shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any of the remaining sections, paragraphs, clauses, or provisions. Section 4. Conflicts. All ordinances, resolutions, and orders, or parts thereof, in conflict with the provisions of this Resolution, are, to the extent of such conflict, hereby repealed. Section 5. Effective Date. This Resolution shall be in full force and effect immediately upon its adoption. INDIANA FINANCE AUTHORITY __________________________________________ Lisa W. Hershman, Chair Attest: __________________________________ James P. McGoff, Public Finance Director of the State of Indiana EXHIBIT A 135 IAC 2.5-1-2 Definitions Sec. 2. (a) The definitions in this section apply throughout this article. (b) “Authority” means the Indiana finance authority established under IC 8-15-2 and IC 5-1.2-3, and exercising powers granted to it under IC 8-15.5, both as amended and effective as of the date hereof, and any successor entity of the authority. (c) “Class 2 user” means any vehicle with two (2) axles, including motorcycles, as described in 135 IAC 2.5-2-2(d). (d) “Closing date” means the date the concession agreement is closed between the authority and the concessionaire. (e) “Concession agreement” means the Indiana Toll Road Concession and Lease Agreement dated April 12, 2006, as amended and restated by the Amended and Restated Indiana Toll Road Concession and Lease Agreement dated July 1, 2017, and as amended by the First Amendment dated September 21, 2018, and as amended by the Second Amendment dated April 17, 2026, between the authority and the concessionaire, providing for, among other things, the lease of the toll road to the concessionaire, and toll road services provided by the concessionaire, for the term of the concession agreement, together with any amendments to the concession agreement. (f) “Concessionaire” means ITR Concession Company LLC, the operator of the toll road designated by the governor beginning March 29, 2006, under IC 8-15.5-4-11(b). (g) “Department” means the Indiana department of transportation and any successor entity of the department. (h) “Electronic tolling system” means the electronic tolling system carried out by the concessionaire under the concession agreement and includes a barrier-controlled electronic tolling system. (i) “Eligible electronic transponder users” means Class 2 users that use electronic toll collection transponders authorized for use on the toll road. (j) “Heavy vehicle” means any vehicle other than a Class 2 vehicle. (k) “Implementation date” means the date on which the concessionaire begins to charge the tolls described in 135 IAC 2.5-2-2 under the concession agreement, as hereafter amended, after October 3, 2018 June 18, 2026. (l) “Index” means the “Consumer Price Index - U.S. City Averages for all Urban Consumers, All Items” (not seasonally adjusted) as published by the U.S. Department of Labor, Bureau of Labor Statistics, provided, however, if the index is changed so that the base year of the index changes, the index will be converted in accordance with the conversion factor published by the U.S. Department of Labor, Bureau of Labor Statistics; provided, further, if the index is discontinued or revised during the term, the other index or computation that replaces it is used to obtain substantially the same result as if the index had not been discontinued or revised. (m) “Maximum toll levels” means the maximum toll levels for each class of users established under 135 IAC 2.5-2-2. (n) “Nominal GDP” means the “U.S. Gross Domestic Product (in current dollars)” (not seasonally adjusted) as published by the U.S. Department of Commerce, Bureau of Economic Analysis, calculated on a cumulative basis over any six-month period, provided, however, that if the measurement of nominal GDP is discontinued or revised during the term, such other indicator or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the nominal GDP had not been discontinued or revised. (n) (o) “Per capita nominal GDP” means the U.S. annual per capita gross domestic product in current dollars (not seasonally adjusted) as published by the U.S. Department of Commerce's Bureau of Economic Analysis (BEA), it being understood that for purposes of using that indicator at a specific time, the U.S. annual per capita gross domestic product in current dollars (not seasonally adjusted) published by the U.S. Department of Commerce's BEA for the calendar year immediately preceding that specific time is to be used, provided, however, if the measurement of per capita nominal GDP is discontinued or revised during the term, the other indicator or computation that replaces it is used to obtain substantially the same result as if the per capita nominal GDP had not been discontinued or revised. (p) “Semi-annual measurement date” means June 30 and December 31 of each year. (o) (q) “Term” means the entire term of the concession agreement, beginning on the closing date and expiring on the seventy-fifth anniversary of the closing date, or at a later date required under the terms of the concession agreement. (p) (r) “Through trip” means a trip of the entire length of the toll road in either direction. (q) (s) “Toll” or “tolls” means the fees collected by the concessionaire for using the toll road and includes the revenues charged by or on behalf of the concessionaire concerning vehicles using the toll road during the term of any public-private agreement entered into in accordance with IC 8-15.5-4, including revenues collected through an electronic tolling system. (r) “Tolling measuring date” means June 30 of each year. (s) (t) “Tolling regulation” means the toll schedules set forth in this article, which incorporate schedule 7.1, attached to and incorporated within the concession agreement. (t) (u) “Toll revenues” means the revenues charged by or on behalf of the concessionaire concerning vehicles using the toll road during the term, including revenues collected through an electronic tolling system. (u) (v) “Toll road” means the Indiana East-West Toll Road. 135 IAC 2.5-2-2 Maximum toll levels Sec. 2. (a) The maximum toll levels are listed from time to time at https://www.in.gov/ifa/2974.htm. (b) On June 30, 2026, toll levels may be increased by the subsequent applicable percentage toll increase without further action by the authority. For purposes of this determination, “subsequent applicable percentage toll increase” means the greater of: measured from January 1 to December 31 for the calendar year immediately preceding the toll measuring date June 30, 2026. An adjustment under this subsection is made to the toll levels calculated without applying any of the rounding described in subsection (e)(3) that may have occurred before the relevant date of the adjustment. (c) On each semi-annual measurement date beginning December 31, 2026, toll levels may be increased without further action by the authority by the greater of: measured between the prior December 31 and June 30 and the prior June 30 and December 31, respectively. Any adjustment under this subsection is made to the toll levels calculated without applying any of the rounding described in subsection (e)(3) that may have occurred before the relevant date of the adjustment. (c) (d) For purposes of this rule, the following classifications apply: (d) (e) The maximum toll levels are applied as follows: (Tolls will be charged as indicated below only upon entry and exit.) Class 2 Class 3 Class 4 Class 5 Class6 Class 7 Two Axle Vehicle and motorcycles Three Axle Vehicle and combinations Four Axle Vehicle and combinations Five Axle Vehicle and combinations Six Axle Vehicle and combinations Seven Axle Vehicle and combinations Plaza 1 West Point WB EB EXIT ENTRY 4.77 4.77 2.90 2.90 4.91 4.91 6.54 6.54 7.53 7.53 14.38 14.38 Plaza 5 Calumet Ave WB EB EXIT ENTRY 3.72 3.72 4.53 4.53 9.34 9.34 12.44 12.44 14.77 14.77 27.23 27.23 Plaza 10 Cline Ave WB EB EXIT ENTRY 2.80 2.80 3.02 3.02 7.01 7.01 9.33 9.33 10.89 10.89 20.22 20.22 Plaza 17 I-65/Gary East WB EB ENTRY EXIT 1.87 1.87 2.15 2.15 4.43 4.43 5.90 5.90 6.64 6.64 12.54 12.54 Plaza 21 Lake Station/I-94 WB EB ENTRY EXIT 1.97 1.97 2.28 2.28 4.43 4.43 5.90 5.90 6.64 6.64 12.54 12.54 Plaza 23 Willow Creek Rd. WB EB ENTRY EXIT 1.97 1.97 2.28 2.28 4.43 4.43 5.90 5.90 6.64 6.64 12.54 12.54 24 Portage Barrier 31 Valparasio - Chesterton 38 31 1.03 Michigan City 49 39 1.51 0.99 LaPorte 72 49 2.45 1.93 0.94 South Bend West 77 72 4.55 3.56 3.03 2.09 South Bend Notre Dame 83 77 5.02 4.03 3.50 2.56 0.94 Mishawaka 92 83 5.43 4.44 3.92 2.98 0.88 0.84 Elkhart 96 92 6.23 5.25 4.72 3.78 1.69 1.22 0.80 Elkhart East 101 96 6.64 5.66 4.70 3.77 2.10 1.63 1.20 0.80 Bristol - Goshen 107 101 7.04 6.06 5.10 4.17 2.50 2.03 1.61 0.80 0.80 Middlebury 121 107 7.43 6.46 5.92 4.99 2.90 2.43 2.01 1.20 0.80 0.80 Howe LaGrange 144 121 8.64 7.67 7.13 6.19 4.10 3.63 3.21 2.41 2.01 1.61 1.20 Angola 153 144 10.22 9.68 8.73 7.79 6.11 5.64 4.82 4.02 4.02 3.61 2.81 2.01 East Point 153 11.44 10.47 9.94 9.00 6.91 6.44 6.02 5.22 4.82 4.42 4.02 2.81 1.20 24 Portage Barrier 31 Valparasio - Chesterton 38 31 2.88 Michigan City 49 39 3.84 2.88 LaPorte 72 49 6.43 5.42 2.57 South Bend West 77 72 13.37 10.56 8.61 6.03 South Bend Notre Dame 83 77 14.30 11.49 10.41 7.84 2.75 Mishawaka 92 83 16.03 13.22 11.27 8.70 2.66 2.59 Elkhart 96 92 18.62 15.81 13.86 11.28 5.25 3.45 2.59 Elkhart East 101 96 19.09 16.30 13.51 10.94 5.75 4.79 3.08 1.79 Bristol - Goshen 107 101 20.33 17.57 14.78 12.22 7.01 5.26 4.31 1.79 1.79 Middlebury 121 107 20.66 17.92 16.78 14.20 7.44 6.46 4.80 2.38 1.79 1.79 Howe LaGrange 144 121 22.88 20.19 19.01 16.45 10.48 8.80 7.81 5.36 4.17 3.57 2.38 Angola 153 144 26.18 25.04 22.36 19.82 14.61 13.60 11.33 8.93 8.93 7.74 5.95 4.17 East Point 153 29.23 26.62 24.69 22.16 16.29 15.30 13.68 11.28 10.68 9.49 8.89 5.92 2.35 24 Portage Barrier 31 Valparasio - Chesterton 38 31 6.18 Michigan City 49 39 8.79 5.57 LaPorte 72 49 14.07 10.83 5.29 South Bend West 77 72 28.29 22.33 19.46 13.28 South Bend Notre Dame 83 77 30.94 24.98 22.11 16.83 5.31 Mishawaka 92 83 33.58 27.64 24.77 19.48 5.31 5.31 Elkhart 96 92 38.90 32.95 30.08 24.80 10.63 7.97 5.31 Elkhart East 101 96 40.74 34.83 29.33 24.05 12.51 9.85 7.13 3.67 Bristol - Goshen 107 101 42.39 36.53 31.07 25.79 15.03 11.59 8.85 3.67 3.67 Middlebury 121 107 44.74 38.10 35.13 29.84 16.67 14.02 10.56 5.50 3.67 3.67 Howe LaGrange 144 121 50.00 44.29 41.25 35.18 22.10 19.47 16.72 11.61 9.17 7.33 5.50 Angola 153 144 56.64 53.32 48.02 42.77 31.23 28.61 23.92 18.94 18.94 17.11 13.44 9.17 East Point 153 62.08 56.55 53.47 48.22 35.34 32.09 29.37 24.38 22.54 20.71 18.88 13.38 5.42 24 Portage Barrier 31 Valparasio - Chesterton 38 31 8.27 Michigan City 49 39 11.75 7.45 LaPorte 72 49 18.80 14.47 7.07 South Bend West 77 72 36.60 28.64 24.82 17.75 South Bend Notre Dame 83 77 40.14 32.19 28.37 21.30 7.10 Mishawaka 92 83 43.67 35.74 31.92 24.85 7.10 7.10 Elkhart 96 92 50.78 42.85 39.02 31.95 14.20 10.65 7.10 Elkhart East 101 96 53.27 45.38 38.05 30.99 16.71 13.16 9.52 4.90 Bristol - Goshen 107 101 55.50 47.68 40.39 33.35 19.03 15.48 11.83 4.90 4.90 Middlebury 121 107 57.53 49.81 45.85 38.79 21.25 17.74 14.11 7.34 4.90 4.90 Howe LaGrange 144 121 64.66 57.06 53.03 45.98 28.57 25.08 21.43 14.69 12.24 9.79 7.34 Angola 153 144 73.63 69.23 62.18 55.20 40.82 37.33 31.08 24.48 24.48 22.03 17.14 12.24 East Point 153 80.95 73.59 69.50 62.53 45.43 41.98 38.38 31.74 29.29 26.85 24.40 17.05 7.24 24 Portage Barrier 31 Valparasio - Chesterton 38 31 9.28 Michigan City 49 39 13.67 8.36 LaPorte 72 49 21.57 17.15 7.93 South Bend West 77 72 42.90 33.94 29.19 20.37 South Bend Notre Dame 83 77 47.34 37.48 33.62 24.80 7.97 Mishawaka 92 83 50.84 41.91 37.16 29.23 7.97 7.97 Elkhart 96 92 59.72 49.89 46.02 37.20 16.83 12.40 7.97 Elkhart East 101 96 62.01 53.13 44.87 36.08 19.18 15.60 11.09 5.50 Bristol - Goshen 107 101 64.90 56.09 47.03 39.11 22.16 17.77 14.02 5.50 5.50 Middlebury 121 107 67.55 57.99 53.94 45.16 25.00 20.66 16.20 8.56 5.50 5.50 Howe LaGrange 144 121 75.83 66.44 62.27 53.55 33.52 29.21 25.41 17.11 14.06 11.61 8.56 Angola 153 144 86.51 81.13 72.41 64.53 47.54 43.92 36.20 28.72 28.72 25.67 20.17 14.06 East Point 153 95.01 85.94 81.67 73.06 53.35 49.12 44.70 37.18 34.12 31.68 28.62 20.07 8.44 24 Portage Barrier 31 Valparasio - Chesterton 38 31 17.61 Michigan City 49 39 25.49 15.85 LaPorte 72 49 41.42 31.69 15.03 South Bend West 77 72 79.68 62.72 54.12 39.09 South Bend Notre Dame 83 77 87.68 69.83 62.12 46.20 15.10 Mishawaka 92 83 95.63 77.82 69.23 54.20 15.10 15.10 Elkhart 96 92 110.75 93.82 85.22 69.30 31.10 23.10 15.10 Elkhart East 101 96 116.42 98.72 83.09 67.20 36.80 28.81 20.65 10.41 Bristol - Goshen 107 101 121.53 103.98 88.45 72.60 41.27 34.10 25.90 10.41 10.41 Middlebury 121 107 125.35 108.85 99.99 84.92 46.34 38.47 31.07 15.93 10.41 10.41 Howe LaGrange 144 121 140.78 124.53 115.53 100.48 62.20 54.38 46.93 31.85 26.95 21.44 15.93 Angola 153 144 160.46 151.40 135.58 120.67 89.19 81.39 68.05 53.29 53.29 47.78 37.37 26.95 East Point 153 176.30 160.56 151.44 136.54 98.95 91.91 83.86 69.03 64.13 58.62 53.10 37.18 15.71 (e) (f) The following table shows the mileage that is used when determining maximum or minimum toll levels for any segment of the toll road, but if the location of any of the toll plazas is changed or a new toll plaza is added, the segment lengths will be adjusted to reflect the change in a way consistent with the methodology used in preparing the table: Mileage Used Toll Plaza From To Segment Length Westpoint 0.0 3.0 3.0 S.R. 912 3.0 5.0 2.0 Calumet Ave. 5.0 10.0 5.0 Cline Ave. 10.0 13.0 3.0 Buchanan St. 13.0 15.0 2.0 Broadway 15.0 17.0 2.0 I-65 Gary East 17.0 21.0 4.0 Burns Harbor/I-94 21.0 23.0 2.0 Willowcreek Rd. 23.0 24.0 1.0 Portage 24.0 31.0 7.0 S.R. 49/Valparaiso 31.0 39.0 8.0 U.S. 421/Michigan City 39.0 49.0 10.0 S.R. 39/LaPorte 49.0 72.0 23.0 U.S. 31 Bypass 72.0 77.0 5.0 U.S. 31-33/South Bend 77.0 83.0 6.0 Mishawaka/Fir Rd. 83.0 92.0 9.0 S.R. 19/Elkhart 92.0 96.0 4.0 Elkhart East 96.0 101.0 5.0 S.R. 15/Bristol/Goshen 101.0 107.0 6.0 S.R. 13/U.S. 31/Middlebury 107.0 121.0 14.0 S.R. 9 Howe/LaGrange 121.0 144.0 23.0 I-69 Angola 144.0 157.0 13.0 Eastpoint (Although located at milepost 153, for tolling purposes, the toll plaza is assumed to end at milepost 157.) 157.0 NA NA (f) (g) The only charges the concessionaire may impose on toll road users are the tolls authorized under this section. For avoidance of doubt and in confirmation and furtherance of the foregoing, beginning on the closing date, the concessionaire may not charge administration fees related to using the toll road nor impose interest rates on unpaid tolls or fees related to using the toll road. (h) Acknowledging that the Bureau of Labor Statistics and the Bureau of Economic Analysis issue periodic revisions of economic indicators such as the index and nominal GDP, and that such revisions may be issued following the implementation of toll levels adjusted pursuant to the terms of this Section 2, on June 30, 2031 and on each fifth anniversary thereof, in addition to the semi-annual measurement date adjustment on such date, the concessionaire shall make a further adjustment to reflect any difference in the prior calculation of toll levels based on economic indicators revised since the December 31, 2026 semi-annual measurement date. (i) Acknowledging that the index or nominal GDP may not be publicly available for the concessionaire to use in calculating the toll level increase permitted pursuant to this Section 2, if one of the index or nominal GDP is not publicly available for the concessionaire to use pursuant to this Section 2, the concessionaire shall be permitted to increase toll levels from all classes of users of the toll road by the greater of (A) one and a half percent (1.5%) or (B) the percentage increase of the index or nominal GDP measured in accordance with Section 2(c) hereof, or in the event that the index and nominal GDP are not publicly available and another indicator or computation is available in lieu of the index or nominal GDP, the concessionaire shall be permitted to use such other indicator or computation in order to obtain substantially the same result as would be obtained if the index or nominal GDP was available to calculate the toll level increase. If the index or nominal GDP is made publicly available at a later date, the concessionaire shall adjust the toll levels at the next semi-annual measurement date to account for any difference in the prior calculation of toll levels between the index or nominal GDP and such other indicator or computation utilized by the concessionaire.