NOTICE OF SUBSTITUTION OF AN ALTERNATE CREDIT FACILITY TO THE TRUSTEE, TENDER AGENT & REMARKETING AGENT

METRO PO LIT AN TRANSPORTATION AUTHORITY TRANSPORTATION REVENUE VARIABLE RATE BONDS,

SUBSEJRIES 200SE-2

In accordance with Section A-501 (c) of Appendix A to the Certificate of Determination, dated November 2, 2005, together with the Amendment to the Certificate of Determination Relating to Transportation Revenue Variable Rate Bonds, Series 2005E and Authorization of Certain Actions in Connection Therewith, dated October 4, 2012 (collectively, the "Certificate of Determination"), each executed and delivered by the Metropolitan Transportation Authority (the "Authority") in connection with the issuance and subsequent remarketing of the Metropolitan Transportation Authority's Transportation Revenue Variable Rate Bonds Subseries 2005E-2 (the "Subseries 2005E-2 Bonds"), notice is hereby given that in anticipation of the expiration of the irrevocable direct-pay letter of credit issued by JPMorg<m Chase Bank, National Association, dated October 4, 2012 (the "JPM LOC"), the Authority intends to substitute an Alternate Credit Facility (as such term is defined in the Certificate of Determination) in the form of an irrevocable direct-pay Credit Facility, expected to be issued by Royal Bank of Canada, for the JPM LOC on December 18, 2014 (the "Substitution Date'''). Pursuant to Section A-405(iv) of the Certificate of Determination, the Subseries 2005E-2 Bonds will be subject to mandatory tender for purchase on the Substitution Date in connection with the substitution of the JPM LOC. Pursuant to Section A-406 of the Certificate of Determination, the Authority directs the Trustee to give notic~: to the Holders as of December 3, 2014, of the mandatory tender for purchase of the Subseries 2005E-2 Bonds. Attached hereto is a form of Mandatory Tender Notice to be used by the Trustee in connection with the mandatory tender of the Subseries 2005E-2 Bonds.

DATED this 2nd day ofDecember, 2014.

METROPOLITAN TRANSPORTATION AUTHORITY

By: Patrick J. McCoy Director, Finance

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MANDATORY TENDER NOTICE TO HOLDERS OF

METROPOLITAN TRANSPORTATION AUTHORITY

TRANSPORTATION REVENUE VARIABLE RATE BONDS, SUBSERIES 2005E-2

Outstanding Principal

Tendered Bonds Bond Number Maturity Amount CUSIP*

Subseries 2005E-2 05E-2R-1 Nonmbcr 1, 2035 $75,000,000 59259Y UAS

NOTICE IS HEREBY GIVEN to the holders of the Metropolitan Transportation Authority's Transportation Revenue Variable Rate Bonds described above (the "Subseries 2005E-2 Bonds") that:

1. The Subseries 2005E-2 Bonds are subject to mandatory tender for purchase on of December 18, 2014 (such date being the "Mandatory Purchase Date"), pursuant to Section A-405(iv) of Appendix A to the Certificate of Determination relating to the Subseri•;:s 2005E-2 Bonds (the "Certificate of Determination"), upon the substitution of the irrevocable direct-pay letter of credit issued by JPMo:rgan Chase Bank, National Association, with an irrevocable direct-pay Credit Facility to be issued by Royal Bank of Canada.

2. The Purchase Price for the Subseries 2005E-2 Bonds shall be equal to one hundred percent (100%) of the principal amount thereof plus accrued and unpaid interest to, but not including, the Mandatory Purchase Date:, and such Holders shall be entitled to no further accrual of interest from and after such Mandatory Purchase Date.

3. Each Holder of Subseries 2005E-2 Bonds shall be entitled to receive the proceeds of such tender by delivering such Subseries 2005E-2 Bonds (with an appropriate transfer of registration form executed in blank) to the office of The Bank of New York Mellon, the Tender Agent, located at 111 Sanders Creek Corporate Center (Bldg), East Syracuse, New York 13057, Attention: Reorganization Department.

4. In order to receive rayment on the Mandatory Purchase Date, suc:h delivery must be made at any time at or prior to 12:00 p.m., New York City time, on the Mandatory Purchase Date with respect to the Subseries 2005E-2 Bonds. Holders of such Subseries 2005E-2 Bonds that are delivered to such principal corporate trust office of the Tend·:::r Agent after the time stated above shall not be entitled to receive payment from the Tender Agent of the Purchase Price until the later of the next Business Day following (x) the Mandatory

No representation is made as to the accuracy of the CUSIP number as set forth above or as printed on the Subseries 2005£-2 Bonds. The CUSIP number is for convenience only, and neither The Bank of New York Mellon, as Trustee and Tender Agent, nor the Metropolitan Transportation Authority is responsible for any error of any nature relating to the CUSlP number.

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Purchase Date or (y) the date of delivery of such Subseries 2005E-2 Bonds. The Purchase Price of such Subseries 2005E-2 Bonds (or portions thereof in Authorized Denominations) shall he payable on the Mandatory Purchase Date applicable thereto by the Tender Agent by wire transf~~r

to any Holder of such Subseries 2005E-2 Bonds upon written notice from such Holder containing the wire transfer address (which shall be in the continental United States) to which such Holder wishes to have such wire directed. If any Holder of such Subseries 2005E-2 Bonds has not provided or caused to be provided wire transfer instructions, the Purchase Price shall be payable by check mailed to such Holder of Subseries 2005E-2 Bonds. Pursuant to the Resolution, any Subseries 2005E-2 Bonds not tendered will be deemed tendered as of the Mandatory Purchase Date.

5. All Holders of Subseries 2005E-2 Bonds are required to deliver their Subseries 2005E-2 Bonds to The Bank of New York Mellon (the "Tender Agent") on the Mandatory Purchase Date at the office of the Tender Agent located at Ill Sanders Creek Corporate Center (Bldg), East Syracuse, New York 13057, Attention: Reorganization Department, endorsed in blank by the Holder hereof or accompanied by an instrument of transfbr thereof in form satisfactory to the Tender Agent executed in blank by the Holder thereof (the Tender Agent not to accept delivery of any such Subseries 2005E-2 Bonds not endorsed in blank or for which an instrument of transfer satisfactory to it has not been provided).

6. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in Appendix A to the Certificate of Determination.

DATED this 3rd day of December, 2014.

METROPOLITAN TRANSPORTATION AUTHORITY

By: THE BANK OF NEW YORK MELLON, as Trustee

Withholding of 28% of gross redemption proceeds of any payment made within the United States may :)e required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 unless the paying agent has the corre:ct taxpayer identification number {social security or em ployer identification number) or exemption certificate of the payee. Holders of Subseries 2005E-2 Bonds who wish to avoid the imposition of the tax should submit certifi,~·d

taxpayer identification numbers when presenting their Subseries 2005E-2 Bonds for payment.

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cc: JPMorgan Chase Bank, National Association 383 Madison A venue, 81h Floor Mail Code: NY1-M076 New York, New York 10022 Attention: David Weinstein - Public Finance- Credit Origination Telephone: (212) 270-4948 Telecopy: (917) 463-0296

JPMorgan Chase Bank, National Assoeiation 131 South Dearborn, 5th Floor Mail Code: IL1-0236 Chicago, Illinois 60603-5506 Attention: Standby Service Unit Telephone: (800) 643-1969, Option 1 Telecopy: (312) 954-6163

Standard & Poor's Ratings Services 55 Water Street New York, New York 10041 Attn: Structured Public Finance Telephone: (212) 438-2000 E-mail: pubfin _ structured@standardandpoors.com

Moody's lnv·estors Service Inc. 7 World Trade Center New York, New York 10007 Telephone: (212) 553-0300 Telecopy: (202) 298-6400 E-mail: mspgsurveilJance@moodys.com

Fitch Ratings One State Street Plaza New York, New York 10004 Telephone: (212) 908-0500 Telecopy: (212) 809-7011

2400058.3 039102 FRMS