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FY2015 Refunding transcripts 04-08-25{01571890} 006789.00002 1571890v3 KODIAK ISLAND BOROUGH, ALASKA $3,855,000 General Obligation School Refunding Bond, 2025 Dated: April 8, 2025 Delivered: April 8, 2025 INDEX OF PROCEEDINGS Basic Documents 1. Certified Copies of: (a) Ordinance No. FY2010-03 (Ballot Ordinance) (b) Proof of Notice of July 16, 2009 Borough Assembly Meeting (c) Minutes of July 16, 2009 Borough Assembly Meeting 2. Certified Copies of: (a) Resolution No. FY2016-05 (Original Bond Resolution) (b) Proof of Notice August 20, 2015 Borough Assembly Meeting (c) Minutes of August 20, 2015 Borough Assembly Meeting 3. Certified Copies of: (a) Resolution No. FY2025-12 (Refunding Bond Resolution) (b) Proof of Notice of January 16, 2025 Borough Assembly Meeting (c) Minutes of January 16, 2025 Borough Assembly Meeting Alaska Municipal Bond Bank 4. Loan Agreement dated September 1, 2015 (a) Amendatory Loan Agreement 5. Certified Copy of the Alaska Municipal Bond Bank Series Resolution No. 2024-02 6. Official Statement 7. Final Approving Opinion of Orrick, Herrington & Sutcliffe LLP 8. Tax Certificate Miscellaneous Documents 9. General Certificate of the Kodiak Island Borough {01571890} 006789.00002 1571890v3 10. Specimen Bond (2025) 11. Signature Certificate 12. Certificate of Compliance with Rule 15c2-12 13. Certificate of Delivery and Payment Receipt of Purchaser 14. Federal Tax Certificate Opinions of Counsel 15. Opinion of Jermain, Dunnagan & Owens, P.C. 16. No Litigation Opinion of the Borough Attorney Additional Documents 17. Pricing Information 18. Closing Memorandum 19. IRS 8038-G and Proof of Mailing 4137-4118-6907 SERIES RESOLUTION CERTIFICATE $41,900,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION AND REFUNDING BONDS 2025 SERIES ONE (TAX-EXEMPT) $13,670,000 ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION AND REFUNDING BONDS 2025 SERIES TWO (AMT) April 8, 2025 I, RYAN S. WILLIAMS, Executive Director of the Alaska Municipal Bond Bank (the “Bank”), HEREBY CERTIFY that the attached copy of Series Resolution No. 2024-02, adopted by the Board of Directors of the Bank on December 10, 2024, is a true and correct copy thereof and has not been amended, superseded or repealed and is in full force and effect as of the date hereof. [Signature Page Follows] 4137-3087-8805.4 ALASKA MUNICIPAL BOND BANK RESOLUTION NO. 2024-02 A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND REFUNDING BONDS, 2025 SERIES ONE AND 2025 SERIES TWO OF THE ALASKA MUNICIPAL BOND BANK ADOPTED ON DECEMBER 10, 2024 4137-3087-8805.4 TABLE OF CONTENTS Page Article I AUTHORITY AND DEFINITIONS .................................................................................................................................. 1 Section 101 - Series Resolution................................................................................................................................1 Section 102 - Definitions. ......................................................................................................................................... 1 Article II AUTHORIZATION OF 2025 Bonds ................................................................................................................................ 7 Section 201 - Principal Amount, Designation and Series.........................................................................................7 Section 202 - Purposes of the 2025 Bonds. .............................................................................................................. 7 Section 203 - Date, Maturities and Interest Rates. .................................................................................................... 7 Section 204 - Interest Payments. ............................................................................................................................... 8 Section 205 - Denominations, Numbers and Other Designation. ............................................................................. 8 Section 206 - Securities Depository. ......................................................................................................................... 8 Section 207 - Places and Manner of Payment.........................................................................................................10 Section 208 - Optional Redemption. ....................................................................................................................... 10 Section 209 - Mandatory Redemption. ................................................................................................................... 11 Section 210 - Sale of 2025 Bonds. .......................................................................................................................... 11 Section 211 - Preliminary Official Statement and Official Statement. ................................................................... 11 Article III DISPOSITION OF BOND PROCEEDS ....................................................................................................................... 12 Section 301 - Disposition of Proceeds for Loan and Refunding Purposes. ............................................................ 12 Section 302 - Reserve Fund Deposit; Credit Enhancement. ................................................................................... 13 Section 303 - Disposition of Remainder of Bond Proceeds. ................................................................................... 13 Section 304 - Designation of Refunded Bonds. ...................................................................................................... 14 Section 305 - Escrow Agreement(s). ...................................................................................................................... 14 Section 306 - Election for Redemption of Refunded Bonds. .................................................................................. 14 Article IV EXECUTION AND FORM OF 2025 Bonds ................................................................................................................. 15 Section 401 - Execution and Form of 2025 Bonds. ................................................................................................ 15 Article V MISCELLANEOUS ....................................................................................................................................................... 20 Section 501 - Paying Agent. ................................................................................................................................... 20 Section 502 – Arbitrage Rebate. ............................................................................................................................. 20 Section 503 - 2025 Series One and Two Debt Service Accounts. .......................................................................... 20 Section 504 - Tax Exemption and General Tax Covenant. ..................................................................................... 21 Section 505 - Arbitrage Covenant. .......................................................................................................................... 21 Section 506 - Resolution Clarification. ................................................................................................................... 21 Section 507 - Loan Agreements and 2025 Amendatory Loan Agreements. ........................................................... 21 Section 508 - Continuing Disclosure. ..................................................................................................................... 21 Section 509 - Chairman and Executive Director.....................................................................................................22 Section 510 - Effective Date. .................................................................................................................................. 22 Appendix A – Blanket Issuer Letter of Representations………………………………………………………………………A-1 Appendix B – Form of Continuing Disclosure Certificate……………………….………………………................................B-1 Appendix C – Forms of Loan Agreement and Amendatory Loan Areement ……………………….………………………...C-1 Page 3 4137-3087-8805.4 4137-3087-8805.4 ALASKA MUNICIPAL BOND BANK RESOLUTION NO. 2024-02 A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION AND REFUNDING BONDS, 2025 SERIES ONE AND SERIES TWO OF THE ALASKA MUNICIPAL BOND BANK WHEREAS, the Board of Directors of the Alaska Municipal Bond Bank (the “Bank”) by Resolution entitled “A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank; Providing For The Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof,” adopted on July 13, 2005, as amended (as further defined in Section 102 hereof, the “Resolution”), has created and established an issue of Bonds of the Bank; and WHEREAS, the Resolution authorizes the issuance of said Bonds in one or more series pursuant to a Series Resolution authorizing each such series; and WHEREAS, the Board of Directors of the Bank has determined that it is necessary and desirable that the Bank issue at this time a Series of Bonds in an aggregate principal amount of not to exceed $49,470,000 (or otherwise as provided in Section 201 hereof), to be designated “Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series One” and a Series of Bonds in an aggregate principal amount of not to exceed $14,650,000 (or otherwise as provided in Section 201 hereof), to be designated “Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series Two,” in each case to provide moneys to carry out the purposes of the Bank; BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALASKA MUNICIPAL BOND BANK AS FOLLOWS: ARTICLE I AUTHORITY AND DEFINITIONS Section 101- Series Resolution. This Series Resolution (the “Series Resolution”) is adopted in accordance with the provisions of the Resolution and pursuant to the authority contained in the Act. Section 102- Definitions. In this Series Resolution and with respect to the hereinafter defined 2025 Bonds: (1) Unless otherwise defined in Article I herein, all capitalized terms herein shall have the meanings given to such terms in Article I of the Resolution. Page 2 4137-3087-8805.4 (2) “Bank” shall mean the Alaska Municipal Bond Bank (in the Act also referred to as the “Alaska Municipal Bond Bank Authority”). (3) “Beneficial Owner” shall mean the person in whose name a 2025 Bond is recorded as the beneficial owner of such 2025 Bond by the respective systems of The Depository Trust Company and Depository Trust Company Participants or the Holder of a 2025 Bond if such 2025 Bond is not then held in book-entry form pursuant to Section 206. (4) “Bond Purchase Agreement” shall mean one or more bond purchase agreements entered into among one or more Underwriters and the Bank, providing for the purchase and the terms of one or more series of the 2025 Bonds. (5) “Bond Year” shall mean each one-year period that ends on an anniversary of the date of issue of the 2025 Bonds. (6) “Chairman” shall mean the chairman of the Board of Directors of the Bank. (7) “Code” shall mean the Internal Revenue Code of 1986, together with all regulations applicable thereto. (8) “Continuing Disclosure Certificate” shall mean the Continuing Disclosure Certificate executed by the Bank and dated the date of issuance and delivery of the 2025 Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. (9) “Depository Trust Company” or “DTC” shall mean The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, and its successors and assigns. (10) “Depository Trust Company Participant” or “DTC Participant” shall mean a trust company, bank, broker, dealer, clearing corporation and any other organization that is a participant of Depository Trust Company. (11) “Escrow Agent” shall mean the Trustee, currently The Bank of New York Mellon Trust Company, N.A., as escrow agent. (12) “Escrow Agreement” shall mean the agreement entered into by and between the Bank and the Escrow Agent, dated the date of issuance of the 2025 Bonds, securing payment for the Refunded Bonds. (13) “Excess Investment Earnings” shall mean the amount of investment earnings on gross proceeds of the 2025 Bonds determined by the Bank to be required to be rebated to the United States of America under the Code. Page 3 4137-3087-8805.4 (14) “Letter of Representations” shall mean the Blanket Issuer Letter of Representations, dated April 15, 2019, from the Bank to DTC, a copy of which is attached hereto as Appendix A, and the operational arrangements referred to therein. (15) “Loan Agreement” shall mean, collectively, each of the following agreements pertaining to the repayment of a Loan or Loans to the related Governmental Unit as provided for herein (a) the agreement by and between the Bank and Ketchikan Gateway Borough, Alaska (“Ketchikan”) to finance a portion of certain capital improvements to the Ketchikan International Airport (the “Ketchikan Project”), (b) the agreement by and between the Bank and Petersburg Borough, Alaska (“Petersburg”) to finance a portion of certain capital improvements to the Petersburg High/Middle School (the “Petersburg Project”) and (c) the agreement by and between the Bank and City of Whittier, Alaska (“Whittier”) to finance a portion of certain capital improvements to Whittier’s small boat harbor (the “Whittier Project”). (16) “Municipal Advisor” shall mean PFM Financial Advisors LLC. (17) “New Money Portion” shall mean the 2025 Bonds or such other series or a portion of a series of 2025 Bonds designated by the Chairman or the Executive Director and the proceeds thereof other than the Refunding Portion. (18) “Official Statement” shall have the meaning assigned thereto in Section 211 hereof. (19) “Preliminary Official Statement” shall have the meaning assigned thereto in Section 211 hereof. (20) “Record Date” shall mean the date fifteen calendar days preceding each interest payment date with respect to the 2025 Bonds of one or more series. (21) “Refunded Bonds” shall mean, in each case, all or a portion of the following Outstanding Bonds that the Chairman or the Executive Director designates to be refunded pursuant to Section 304 hereof, at the request of: (a) The City of Cordova, Alaska (“Cordova”), $4,830,000 aggregate principal amount of the outstanding 2015 Series One Bonds, maturing on October 1, 2025 through October 1, 2028; (b) Cordova, $1,120,000, aggregate principal amount of the outstanding 2015 Series One Bonds, maturing on October 1, 2025 through October 1, 2034; (c) Cordova, $1,710,000, aggregate principal amount of the outstanding 2015A Series Two Bonds, maturing on March 1, 2026 through March 1, 2033 and March 1, 2035; (d) The City and Borough of Juneau, Alaska (“Juneau”), $4,180,000, aggregate principal amount of the outstanding 2014A Series One Bonds, maturing on March 1, 2026 through March 1, 2031, March 1, 2033 through March 1, 2035 and March 1, 2039; Page 4 4137-3087-8805.4 (e) Juneau, $4,875,000, aggregate principal amount of the outstanding 2015A Series Two Bonds, maturing on March 1, 2026 through March 1, 2033; (f) Juneau, $4,740,000, aggregate principal amount of the outstanding 2015B Series Two Bonds, maturing on March 1, 2026 through March 1, 2029; (g) The Kenai Peninsula Borough, Alaska (“Kenai”), $10,490,000, aggregate principal amount of the outstanding 2014A Series One Bonds, maturing on March 1, 2026 through March 1, 2029; (h) Kenai, $2,965,000, aggregate principal amount of the outstanding 2015A Series Two Bonds, maturing on March 1, 2026 through March 1, 2028; (i) The Kodiak Island Borough, Alaska (“Kodiak”), $4,140,000, aggregate principal amount of the outstanding 2015 Series Three Bonds, maturing on October 1, 2025 through October 1, 2032 and October 1, 2036; and (j) The City of Unalaska, Alaska (“Unalaska”), $13,690,000 aggregate principal amount of the outstanding 2015 Series One Bonds, maturing on October 1, 2025 through October 1, 2033. (22) “Refunding Portion” shall mean the portion of 2025 Bonds or such other series or a portion of a series and the proceeds thereof allocable to the refunding of the Refunded Bonds determined by the Chairman or the Executive Director pursuant to Section 304 hereof. (23) “Resolution” shall mean the General Bond Resolution, adopted by the Board of Directors on July 13, 2005, as amended by a Supplemental Resolution, Resolution No. 2009-03, adopted by the Board of Directors on May 28, 2009 and effective on August 19, 2009; and by a First Supplemental Resolution, Resolution No. 2013-02, adopted by the Board of Directors on February 19, 2013, the amendments in which are effective after all Bonds issued prior to February 19, 2013 are no longer outstanding and the requirements of such First Supplemental Resolution are satisfied. (24) “Surety Bond Issuer” shall mean the Credit Enhancement Agency, if any, selected by the Chairman or the Executive Director to provide Credit Enhancement for a portion of the Reserve Fund Requirement. (25) “Underwriter” shall mean RBC Capital Markets, LLC, the underwriter of one or more series of the 2025 Bonds. (26) “2014A Series One Bonds” shall mean the Alaska Municipal Bond Bank General Obligation Bonds, 2014A Series One (Tax-Exempt), which are currently outstanding in the principal amount of $14,670,000. Page 5 4137-3087-8805.4 (27) “2015 Series One Bonds” shall mean the Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2015 Series One which are currently outstanding in the principal amount of $22,625,000. (28) “2015A Series Two Bonds” shall mean the Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2015A Series Two (Non-AMT) which are currently outstanding in the principal amount of $19,955,000. (29) “2015B Series Two Bonds” shall mean the Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2015B Series Two (AMT) which are currently outstanding in the principal amount of $8,880,000. (30) “2015 Series Three Bonds” shall mean the Alaska Municipal Bond Bank General Obligation Bonds, 2015 Series Three, which are currently outstanding in the principal amount of $79,335,000. (31) “2025 Amendatory Loan Agreements” shall mean, collectively: (a) the agreement by and between the Bank and Cordova, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of April 1, 2009, as amended by an amendatory loan agreement, dated as of March 1, 2015; (b) the agreement by and between the Bank and Cordova, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of March 1, 2015; (c) the agreement by and between the Bank and Cordova, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of June 1, 2015; (d) the agreement by and between the Bank and Juneau, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of February 1, 2014; (e) the agreement by and between the Bank and Juneau, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of June 1, 2015, as amended by an amendatory loan agreement, dated as of December 2, 2021; (f) the agreement by and between the Bank and Juneau, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of July 1, 2007, as amended by an amendatory loan agreement, dated as June 1, 2015; Page 6 4137-3087-8805.4 (g) the agreement by and between the Bank and Kenai, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of February 1, 2014; (h) the agreement by and between the Bank and Kenai, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of August 1, 2007, as amended by an amendatory loan agreement, dated as of June 1, 2015; (i) the agreement by and between the Bank and Kodiak, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of September 1, 2015; (j) the agreement by and between the Bank and Unalaska, to be dated the date of sale of the 2025 Bonds, amending certain terms of the loan agreement entered into by the parties, dated as of January 1, 2009, as amended by an amendatory loan agreement, dated as of March 1, 2015. (32) “2025 Bond Credit Enhancement” shall mean a Credit Enhancement, if any, issued by a 2025 Bond Insurer on the date of issuance of the 2025 Bonds for the purpose of further securing the payment of the principal of and interest on all or a portion of one or more series of 2025 Bonds. (33) “2025 Bond Insurer” shall mean a monoline insurance company, if any, selected by the Chairman or the Executive Director to provide a 2025 Bond Credit Enhancement to further secure the payment of the principal of and interest on all or a portion of the one or more series of 2025 Bonds. (34) “2025 Bonds” shall mean, collectively, the 2025 Series One Bonds, the 2025 Series Two Bonds and such other Series of Bonds authorized in Article II hereof. (35) “2025 Reserve Fund Credit Enhancement” shall mean the Credit Enhancement, if any, issued by a Surety Bond Issuer on the date of issuance of the 2025 Bonds for the purpose of satisfying a portion of the Reserve Fund Requirement. (36) “2025 Reserve Fund Credit Enhancement Agreement” shall mean if a 2025 Reserve Fund Credit Enhancement is obtained, a reimbursement agreement relating to a letter of credit, a policy from a monoline insurance company or an agreement with the State or with any department, political subdivision or agency thereof, credited to the Reserve Fund to satisfy all or a portion of the Reserve Fund Requirement, approved by the Authorized Officer in accordance with the provisions of Section 302 hereof. (37) “2025 Series One Bonds” shall mean the Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series One, authorized in Article II hereof. Page 7 4137-3087-8805.4 (38) “2025 Series One Debt Service Account” shall mean the debt service account of that name established pursuant to Section 503 hereof. (39) “2025 Series Two Bonds” shall mean the Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series Two, authorized in Article II hereof. (40) “2025 Series Two Debt Service Account” shall mean the debt service account of that name established pursuant to Section 503 hereof. ARTICLE II AUTHORIZATION OF 2025 BONDS Section 201- Principal Amount, Designation and Series. Pursuant to the provisions of the Resolution, (i) a Series of Bonds designated as “Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series One” is hereby authorized to be issued in an aggregate principal amount not to exceed $49,470,000 (except as provided in this Section 201) and (ii) a Series of Bonds designated as “Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series Two” is hereby authorized to be issued in an aggregate principal amount not to exceed $14,650,000 (except as provided in this Section 201). The Chairman or the Executive Director, in consultation with the Bank’s Municipal Advisor, shall determine the number of series and the series names and designations and the aggregate principal amount of the 2025 Bonds of each series, provided that the aggregate principal amount of all 2025 Bonds issued pursuant to this Series Resolution does not exceed $64,120,000. The Chairman or the Executive Director is authorized hereby to change the designations of the 2025 Bonds, to establish additional series of 2025 Bonds, to determine designations thereof and/or to consolidate the 2025 Bonds into fewer series. Section 202- Purposes of the 2025 Bonds. The purposes for which the 2025 Bonds are being issued are (i) to make Loans to the Governmental Units to the extent and in the manner provided in Article III, including in the case of the Refunding Portion, to refund the portions of the outstanding Refunded Bonds that the Chairman or the Executive Director designates to be refunded pursuant to Section 304 hereof; (ii) to make a deposit to the Reserve Fund, if necessary, as provided in Section 302 hereof; and (iii) to finance costs of issuing the 2025 Bonds. Section 203- Date, Maturities and Interest Rates. (1) The 2025 Bonds of each series shall be dated the date the 2025 Bonds of such series are delivered to the Underwriter thereof, subject to the terms and conditions set forth in this Series Resolution and in the applicable Bond Purchase Agreement. Subject to adjustment as provided for in this Section 203, the 2025 Bonds of each series shall mature, or have Sinking Fund Page 8 4137-3087-8805.4 Installments due, on the date(s) in each of the years and in the principal amounts to be set forth in the applicable Bond Purchase Agreement. (2) The number of series of 2025 Bonds, the names and designations of, the aggregate principal amount of, the principal amount of each maturity, the amount of each Sinking Fund Installment, if any, and the maturity dates, Sinking Fund Installment dates, interest rates and payment dates of the 2025 Bonds of each series shall be fixed and determined by the Chairman or by the Executive Director at the time the applicable Bond Purchase Agreement is executed and delivered, pursuant to Section 210 hereof, but subject to the limitations set forth in Sections 201 and 210 hereof. Section 204- Interest Payments. The 2025 Bonds of each series shall bear interest from their date of delivery to the Underwriter thereof, payable on such date or dates as may be fixed and determined by the Chairman or the Executive Director at the time the applicable Bond Purchase Agreement is executed and delivered. Interest shall be computed on the basis of a 360-day year composed of twelve thirty-day months. Section 205- Denominations, Numbers and Other Designation. The 2025 Bonds of each series shall be issued in registered form in the denomination of $5,000 or any integral multiple thereof within a maturity and interest rate, not exceeding the aggregate principal amount of the 2025 Bonds authorized herein. The 2025 Bonds of each series shall be numbered serially with any additional designation that the Chairman or the Executive Director deems appropriate. Section 206- Securities Depository. (1) The 2025 Bonds shall be registered initially in the name of “Cede & Co.,” as nominee of DTC, and shall be issued initially in the form of a single bond for each series, maturity and interest rate, in the aggregate principal amount for such series, maturity and interest rate. Transfers of ownership of the 2025 Bonds or any portions thereof, may not thereafter be registered except transfers (i) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository or such substitute depository’s successor; or (iii) to any person as provided in paragraph (4) below. (2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Bank that it is no longer in the best interest of Beneficial Owners to continue the system of book-entry transfers through DTC or its successors (or any substitute depository or its successor), the Bank may appoint a substitute depository or provide that 2025 Bonds no longer be held by a depository and instead be held as provided in paragraph (4). Any substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. Page 9 4137-3087-8805.4 (3) In the case of any transfer pursuant to clause (i) or (ii) of paragraph (1) above, the Trustee shall, upon receipt of all Outstanding 2025 Bonds of a series, together with a written request of an Authorized Officer and a supply of new 2025 Bonds of such series, authenticate a single new 2025 Bond for the Outstanding 2025 Bonds of such series for each maturity and interest rate, registered in the name of such successor or such substitute depository, or its nominee, as the case may be, all as specified in such written request. (4) In the event that (i) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (ii) the Bank determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bond certificates, the ownership of 2025 Bonds of such series may then be transferred to any person or entity as provided in the Resolution and the 2025 Bonds of such series shall no longer be held in book-entry form. An Authorized Officer shall deliver a written request to the Trustee to authenticate 2025 Bonds of such series as provided in the Resolution in any authorized denomination, together with a supply of definitive Bonds. Upon receipt of all then Outstanding 2025 Bonds of such series by the Trustee, together with a written request of an Authorized Officer to the Trustee, new 2025 Bonds of such series shall be issued and authenticated in such denominations and registered in the names of such persons as are requested in such written request. (5) For so long as the 2025 Bonds are held in book-entry form under this Section, the Bank and the Trustee may treat DTC (or its nominee) or any substitute depository (or its nominee) as the sole and exclusive registered owner of the 2025 Bonds registered in its name for the purposes of payment of principal or Redemption Price of and interest on such 2025 Bonds, selecting such 2025 Bonds, or portions thereof, to be redeemed, giving any notice permitted or required to be given to Bondholders under the Resolution (except as otherwise provided pursuant to Section 508 hereof), registering the transfer of such 2025 Bonds and obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever; and neither the Bank nor the Trustee shall be affected by any notice to the contrary. Neither the Bank nor the Trustee shall have any responsibility or obligation to any DTC Participant, any person claiming a beneficial ownership interest in the 2025 Bonds under or through DTC or any DTC Participant, or any other person not shown on the registration books of the Trustee as being a registered owner, with respect to the accuracy of any records maintained by DTC or any DTC Participant (or by any substitute depository or participant); the payment by DTC or any DTC Participant (or by any substitute depository or participant) of any amount in respect of the principal or Redemption Price of or interest on the 2025 Bonds, any notice that is permitted or required to be given to Bondholders under the Resolution, the selection by DTC or any DTC Participant (or by any substitute depository or participant) of any person to receive payment in the event of a partial redemption of the 2025 Bonds, or any consent given or other action taken by DTC as Bondholder. The Trustee shall pay from money available under the Resolution all principal and Redemption Price of and interest on the 2025 Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Bank’s obligations with respect to the principal or Redemption Price of and interest on the 2025 Bonds to the extent of the sum or sums so paid. Page 10 4137-3087-8805.4 (6) In connection with any proposed transfer outside the book-entry system, prior to or in conjunction with the issuance of certificated 2025 Bonds the Bondholder (including, without limitation, DTC) shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Bank acknowledges such tax reporting obligations and, if necessary, and at the written request of the Trustee, shall provide such information to the Trustee, to the extent that such information is in the Bank’s possession. Any transferor of the 2025 Bonds (to the extent not within the book-entry system) shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Section 207- Places and Manner of Payment. For so long as all Outstanding 2025 Bonds are registered in the name of Cede & Co. or its registered assigns, payment of principal and interest thereon shall be made as provided in the Letter of Representations and the operational arrangements referred to therein as amended from time to time. In the event that the 2025 Bonds are no longer registered in the name of Cede & Co. or its registered assigns or to a successor securities depository, (i) payment of interest on the 2025 Bonds will be made by check or draft mailed by first class mail to the registered owner, at the address appearing on the Record Date on the bond register of the Bank kept at the corporate trust office of the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2025 Bonds received at least fifteen (15) days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by such registered owner; and (ii) principal of the 2025 Bonds will be payable at the corporate trust office of the Trustee upon surrender of the 2025 Bonds representing such principal. Both principal of and interest on the 2025 Bonds are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Section 208- Optional Redemption. (1) The Chairman and the Executive Director are, and each of them is, hereby authorized to determine the optional redemption provisions, if any, for the 2025 Bonds of each series, and such provisions shall be included in the applicable Bond Purchase Agreement and in the form of the 2025 Bonds of such series. (2) Unless otherwise determined by the Chairman or Executive Director by the time the applicable Bond Purchase Agreement is executed and delivered, notice of optional redemption shall be given at least 20 days, and not more than 60 days, prior to the date fixed for redemption of the 2025 Bonds to be redeemedand in addition to the requirements of Section 402(A)(1) through (5) and of Section 402(A)(7) of the Resolution, such notice of optional redemption shall state that Page 11 4137-3087-8805.4 it is a conditional notice and that on the date fixed for redemption, provided that moneys sufficient to redeem the 2025 Bonds specified in such notice are on deposit with the Trustee, the redemption price will become due and payable and interest thereon will cease to accrue from and after said date. Section 209- Mandatory Redemption. (1) The Chairman or the Executive Director are, and each of them is, hereby authorized to approve the mandatory redemption provisions, if any, for the 2025 Bonds of each series that are term bonds, and such provisions shall be included in the applicable Bond Purchase Agreement and in the 2025 Bonds of such series and maturity. (2) Unless otherwise determined by the Chairman or Executive Director by the time the applicable Bond Purchase Agreement is executed, notice of mandatory redemption shall be given at least 20 days, and not more than 60 days, prior to the date fixed for redemption of the applicable series of 2025 Bonds to be redeemed. Section 210- Sale of 2025 Bonds. (1) The 2025 Bonds of each series shall be sold to the Underwriter thereof pursuant to the terms of a Bond Purchase Agreement, as determined by the Executive Director or the Chairman after consulting with the Municipal Advisor. The Chairman and the Executive Director are, and each of them is, hereby authorized to (i) approve, execute and deliver one or more Bond Purchase Agreements, in each case with terms consistent with the provisions of this Series Resolution; (ii) determine the number of series of 2025 Bonds, and the name and designation of each such series, and for each series of 2025 Bonds, the dated date and the delivery date, the aggregate principal amount, the principal amount of Bonds of each series, maturity and interest rate, the purchase price, the maturity and the interest payment dates and the redemption provisions and interest rate(s); (iii) to designate, pursuant to Section 304 hereof, the Refunded Bonds, if any, to be refunded with proceeds of the 2025 Bonds; provided, however, that (A) the aggregate principal amount of the 2025 Bonds shall not exceed $64,120,000; (B) the true interest cost on the 2025 Series One Bonds shall not exceed 4.95 percent; and (C) the true interest cost on the 2025 Series Two Bonds shall not exceed 5.54 percent. Prior to the execution and delivery of a Bond Purchase Agreement, the Chairman or the Executive Director, with the assistance of the Municipal Advisor, shall take into account those factors that, in their judgment, will result in the lowest true interest cost of the 2025 Bonds of each series. (2) The authority granted to the Chairman and the Executive Director under this Section 210 shall expire one hundred twenty (120) days after the date of adoption of this Series Resolution. Section 211- Preliminary Official Statement and Official Statement. (1) The Chairman or the Executive Director are, and each of them is, hereby authorized to approve the final form of, and the distribution in electronic form to prospective purchasers and Page 12 4137-3087-8805.4 other interested persons of, the preliminary official statement for the 2025 Bonds of one or more series (including any supplements and amendments thereto prior to the execution and delivery of the applicable Bond Purchase Agreement, the “Preliminary Official Statement”), each substantially in the form submitted to the Board prior to the date the Preliminary Official Statement is approved, with such changes as the Chairman or the Executive Director deems advisable. The distribution of the Preliminary Official Statement is hereby authorized, ratified and approved. The Chairman and the Executive Director are hereby further authorized to approve and execute the final official statement for the 2025 Bonds of one or more series (the “Official Statement”) substantially in the form of the Preliminary Official Statement with the addition of pricing information and such changes therein from the Preliminary Official Statement as the Chairman or the Executive Director deems advisable, and to approve and authorize the distribution of the final Official Statement in electronic and printed form. (2) There is hereby delegated to the Chairman or the Executive Director the authority to “deem final” the Preliminary Official Statement on behalf of the Bank for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1). ARTICLE III DISPOSITION OF BOND PROCEEDS Section 301 - Disposition of Proceeds for Loan and Refunding Purposes. (1) Subject to Section 304 hereof, the Refunding Portion of the proceeds of the 2025 Bonds shall be applied at the direction of the Chairman or the Executive Director to redeem the Refunded Bonds on the date of issuance of the 2025 Bonds or used to purchase direct, non-callable obligations of the United States of America, the principal of and the interest on which when due will provide moneys that, together with cash, if any, then held by the Escrow Agent for such purpose, shall be sufficient and available to pay when due the principal of the Refunded Bonds not so redeemed on the date of issuance of the 2025 Bonds, and the interest to become due on such Refunded Bonds prior to and on the first maturity or optional redemption date, as applicable; provided, however, that such amounts shall be applied only with respect to the portions of the Bonds of the series and maturities that the Executive Director and/or the Chairman designates to be Refunded Bonds pursuant to Section 304 hereof. (2) Upon the delivery of the 2025 Bonds, the Bank shall apply, in accordance with Article V of the Resolution, the New Money Portion of the proceeds derived from the sale of the 2025 Bonds (i) to make a Loan to Ketchikan in an aggregate principal amount not to exceed $5,500,000, to finance a portion of the costs of the Ketchikan Project, to make a deposit to Ketchikan’s reserve account securing such Loan (if applicable) and to pay Ketchikan’s costs of issuance related thereto; (ii) to make a Loan to Petersburg in an aggregate principal amount not to exceed $3,500,000, to finance a portion of the costs of the Petersburg Project and to pay Petersburg’s costs of issuance related thereto, (iii) to make a Loan to Whittier in an aggregate principal amount not to exceed $4,500,000, to finance a portion of the costs of the Whittier Project, to make a deposit to Whittier’s reserve account securing such Loan (if applicable) and to pay Page 13 4137-3087-8805.4 Whittier’s costs of issuance related thereto, (iv) to satisfy the Reserve Fund Requirement as provided in Section 302 hereof; and (v) to finance costs of issuance of the 2025 Bonds. Section 302- Reserve Fund Deposit; Credit Enhancement. (1) Onor before the date of sale of the 2025 Bonds of each series, but subject to Section 201 hereof, the Chairman or the Executive Director shall determine whether an additional deposit to the Reserve Fund is required and if so, whether it is in the best interest of the Bank to use (1) available cash, (2) a portion of the proceeds received from the sale of the 2025 Bonds of such series, (3) a 2025 Reserve Fund Credit Enhancement or (4) a combination of cash, proceeds from the sale of the 2025 Bonds and/or a 2025 Reserve Fund Credit Enhancement, to satisfy the Reserve Fund Requirement upon delivery of the 2025 Bonds, and shall cause such deposits and/or purchase to be made on or before the date of delivery of the 2025 Bonds. (2) In the event a deposit to the Reserve Fund is required to satisfy the portion of the Reserve Fund Requirement related to the 2025 Bonds, the Chairman and the Executive Director are each hereby authorized to determine whether to satisfy such requirement by depositing with the Trustee a 2025 Reserve Fund Credit Enhancement in the form of a debt service reserve surety bond; to select a Surety Bond Issuer and purchase such 2025 Reserve Fund Credit Enhancement; and, to negotiate, approve, execute and deliver a 2025 Reserve Fund Credit Enhancement Agreement in form and with terms that comply with the requirements of the Resolution and that, in the Chairman’s or Executive Director’s judgment after consulting with the Bank’s Municipal Advisor, are advisable and in the best interest of the Bank. (3) The Governmental Units’ responsibility for paying, or for reimbursing the Bank for the payment of any costs of providing and maintaining the Reserve Fund Requirement and the application (or the method for determining the application) of any moneys in excess of the Reserve Fund Requirement shall be determined by the Executive Director and set forth in each Loan Agreement and/or 2025 Amendatory Loan Agreement, as applicable, authorized in Section 507 hereof. (4) The Chairman and the Executive Director are each hereby authorized to determine whether purchasing a 2025 Bond Credit Enhancement for any of the 2025 Bonds is in the best interest of the Bank and if so, to solicit commitments for such 2025 Bond Credit Enhancement with respect to payment of the interest on and principal of all or a portion of the 2025 Bonds and thereafter to accept one or more such commitments that are in the best interest of the Bank, to purchase such 2025 Bond Credit Enhancement, and to negotiate, approve, execute and deliver a 2025 Bond Credit Enhancement Agreement in form and with terms that comply with the requirements of the Resolution and that, in the Chairman’s or Executive Director’s judgment after consulting with the Bank’s Municipal Advisor, are advisable and in the best interest of the Bank. Section 303- Disposition of Remainder of Bond Proceeds. (1) The balance of the proceeds received from the sale of the New Money Portion of the 2025 Bonds, including any premium received over the principal amount of the 2025 Bonds, Page 14 4137-3087-8805.4 after deducting the amounts to be paid for costs of issuing the 2025 Bonds, amounts, if any, necessary to ensure the deposit to the Reserve Fund equals the Required Debt Service Reserve, and after deducting the amount allocable to the Reserve Obligations, if any, which amount shall be deposited in the Reserve Fund, shall be deposited with the Governmental Units and applied towards costs of issuance and debt service payments due and owing on their respective Municipal Bonds (as such term is defined in the related Loan Agreements or 2025 Amendatory Loan Agreements) or such other permitted purpose, including costs of the projects financed or refinanced with proceeds of the New Money Portion of the 2025 Bonds. Section 304- Designation of Refunded Bonds. (1) The Chairman and the Executive Director are, and each of them is, hereby authorized to determine, after consulting with the Municipal Advisor, whether any of the following shall be refunded, eliminating from the category of Refunded Bonds loan obligations corresponding to municipal bonds whose terms have not been amended by the Governmental Unit to conform to the terms of the refunding authorized by this 2025 Series Resolution as of the date of delivery of the 2025 Bonds: (a) the 2014A Series One Bonds, maturing on March 1, 2026 through March 1, 2031, March 1, 2033 through March 1, 2035 and March 1, 2039; (b) the 2015 Series One Bonds, maturing on October 1, 2025 through October 1, 2034; (c) the 2015A Series Two Bonds, maturing on March 1, 2026 through March 1, 2033 and March 1, 2035; (d) the 2015B Series Two Bonds, maturing on March 1, 2026 through March 1, 2029; and (e) the 2015 Series Three Bonds, maturing on October 1, 2025 through October 1, 2032 and October 1, 2036. Section 305- Escrow Agreement(s). (1) The Chairman and Executive Director are, and each of them is, hereby authorized and directed to enter into one or more Escrow Agreements with the Escrow Agent providing for the use and disposition of moneys, if any, and direct, non-callable obligations of the United States of America for the purpose set forth in Section 301(b) hereof: Section 306- Election for Redemption of Refunded Bonds. (1) The Chairman and Executive Director are, and each of them is, hereby authorized to provide irrevocable instructions to the trustee of the Refunded Bonds to redeem such bonds, designated to be Refunded Bonds pursuant to Section 304 hereof, on the first available optional Page 15 4137-3087-8805.4 redemption date in accordance with the terms of the respective authorizing resolutions for the Refunded Bonds and as set forth in the applicable Escrow Agreement. ARTICLE IV EXECUTION AND FORM OF 2025 BONDS Section 401 - Execution and Form of 2025 Bonds. The 2025 Bonds shall be executed in the manner set forth in Section 303 of the Resolution. Subject to the provisions of the Resolution, the 2025 Bonds, and the Trustee’s certificate of authentication, shall be of substantially the following form and tenor: ALASKA MUNICIPAL BOND BANK GENERAL OBLIGATION AND REFUNDING BONDS, 2025 SERIES [ONE][TWO] INTEREST RATE: MATURITY DATE: CUSIP NO.: _____% _________ 1, 20__ _____ Registered Owner: CEDE & Co. Principal Amount: ________________ and No/100 Dollars Alaska Municipal Bond Bank (herein called the “Bank”), a public body corporate and politic, constituted as an instrumentality of the State of Alaska, organized and existing under and pursuant to the laws of the State of Alaska, acknowledges itself indebted to, and for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum specified above on the Maturity Date specified above, and to pay to the registered owner hereof interest on such principal sum from the date hereof to the date of maturity of this Bond at the rate per annum specified above, payable on each [_____] 1 and [_____] 1, commencing [_____] 1, 2025. For so long as this Bond is held in book-entry form, payment of principal and interest shall be made by wire transfer to the registered owner pursuant to written instructions furnished to The Bank of New York Mellon Trust Company, N.A., in San Francisco, California, as trustee under the General Bond Resolution of the Bank, adopted July 13, 2005, as amended (herein called the “Resolution”), or its successor or assigns as trustee (herein called the “Trustee”). In the event this Bond is no longer held in book-entry form, (i) payment of interest will be made by check or draft mailed by first class mail to the registered owner at the address appearing on the bond register of the Bank kept by the Trustee, or, upon the written request of a registered owner of at least $1,000,000 in principal amount of 2025 Series [One][Two] Bonds received at least 15 days prior to an interest payment date, by wire transfer in immediately available funds to an account in the United States of America designated by such registered owner; and (ii) principal will be payable upon presentation and surrender hereof at the corporate trust office of the Trustee. Interest shall be computed on the basis of a 360-day year composed of twelve thirty-day months. Both principal of and interest on this Bond are payable in any coin or currency of the United States of America which, on the respective dates of payment thereof, shall be legal tender for the payment of public and private debts. Page 16 4137-3087-8805.4 This Bond is a general obligation of the Bank and is one of a duly authorized issue of Bonds of the Bank designated “Alaska Municipal Bond Bank General Obligation and Refunding Bonds” (herein called the “Bonds”), issued and to be issued in various series under and pursuant to the Alaska Municipal Bond Bank Act, constituting Chapter 85, Title 44, of the Alaska Statutes (herein called the “Act”), and under and pursuant to the Resolution and a series resolution authorizing each such series. As provided in the Resolution, the Bonds may be issued from time to time pursuant to series resolutions in one or more series, in various principal amounts, may mature at different times, may bear interest at different rates and, subject to the provisions thereof, may otherwise vary. The aggregate principal amount of Bonds that may be issued under the Resolution is not limited except as provided in the Resolution, the applicable Series Resolution, and the Act, and all Bonds issued and to be issued under said Resolution are and will be equally and ratably secured by the pledges and covenants made therein, except as otherwise expressly provided or permitted in the Resolution and the applicable Series Resolution. The Bank is obligated to pay the principal of and premium, if any, and interest on the Bonds, including this Bond, only from the revenues or funds of the Bank pledged under the Resolutions (as defined below), and the State of Alaska is not obligated to pay the principal or premium, if any, or interest on the Bonds. Neither the faith and credit nor the taxing power of the State of Alaska is pledged to the payment of the principal, premium, if any, or interest on the Bonds, including this Bond. The Bank has no taxing power. This Bond is one of a series of Bonds (the “2025 Series [One][Two] Bonds”) issued in the aggregate principal amount of $__________ under the Resolution of the Bank and a series resolution of the Bank, adopted on December 10, 2025, and entitled “A Series Resolution Authorizing the Issuance of General Obligation and Refunding Bonds, 2025 Series One and 2025 Series Two of the Alaska Municipal Bond Bank” (said resolutions being herein collectively called the “Resolutions”). Copies of the Resolutions are on file at the office of the Bank and at the corporate trust office of the Trustee, and reference to the Resolutions and any and all supplements thereto and modifications and amendments thereof and to the Act is made for a description of the pledges and covenants securing the 2025 Series [One][Two] Bonds; the nature, extent and manner of enforcement of such pledges; the rights and remedies of the registered owners of the 2025 Series [One][Two] Bonds with respect thereto; and the terms and conditions upon which the Bonds are issued and may be issued thereunder; to all of the provisions of which the registered owner of this Bond, by acceptance of this Bond, consents and agrees. To the extent and in the manner permitted by the terms of the Resolutions, the provisions of the Resolutions or any resolution amendatory thereof or supplemental thereto may be modified or amended by the Bank, with the written consent of the registered owners of at least two-thirds in principal amount of the Bonds then outstanding and, in case less than all of the several Series of Bonds would be affected thereby, with such consent of the registered owners of at least two-thirds in principal amount of the Bonds of each series so affected then outstanding. Page 17 4137-3087-8805.4 The 2025 Series [One][Two] Bonds are subject to redemption prior to their respective scheduled maturities as set forth below. The 2025 Series [One][Two] Bonds maturing on or after __________ 1, 20 , are subject to redemption, in whole or in part, on or after _________ 1, 20__, at the option of the Bank at a redemption price of 100% of the principal amount thereof to be redeemed plus accrued interest to the date fixed for redemption. [Unless previously redeemed pursuant to the foregoing optional redemption provisions or purchased for cancellation, the 2025 Series [One][Two] Bonds maturing on __________ 1, 20 (the “Term Bonds”) are subject to mandatory redemption on __________ 1 of the following years and in the following principal amounts at a redemption price equal to 100% of the principal amount of the 2025 Series [One][Two] Bonds to be redeemed plus accrued interest, if any, to the date fixed for redemption.] Term Bonds Due __________ 1, 20 Year Sinking Fund Requirement Notice of redemption (which in the case of optional redemption shall be a conditional notice) will be mailed to registered owners of 2025 Series [One][Two] Bonds called for redemption not less than 20 days or more than 60 days before the date fixed for redemption. Except as provided in the Resolutions, interest on any 2025 Series [One][Two] Bonds called for redemption will cease on the date fixed for redemption. This Bond is transferable, as provided in the Resolutions, only upon the books of the Bank kept for that purpose at the corporate trust office of the Trustee, by the registered owner hereof in person or by its attorney duly authorized in writing, upon the surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or its attorney duly authorized in writing, and thereupon a new registered 2025 Series Three Bond or Bonds in the same aggregate principal amount and of the same maturity, in authorized denominations, shall be issued to the transferee in exchange therefor as provided in the Resolutions and upon the payment of the charges, if any, therein prescribed. The 2025 Series [One][Two] Bonds are issuable in the denomination of $5,000 or any integral multiple thereof, not exceeding the aggregate principal amount of 2025 Series [One][Two] Bonds maturing in the year of maturity of the Bond for which the denomination of the Bond is to be specified. Subject to such conditions and upon payment of such charges, if any, 2025 Series [One][Two] Bonds, upon surrender thereof at the corporate trust office of the Trustee with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered owner or its attorney duly authorized in writing, may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of registered 2025 Series [One][Two] Bonds of any other authorized denominations, of the same maturity. Page 18 4137-3087-8805.4 This Bond is fully negotiable for all purposes of the Uniform Commercial Code, and each owner of this Bond by accepting this Bond shall be conclusively considered to have agreed that this Bond is fully negotiable for those purposes. The obligations of the Bank contained in the Resolutions and in this 2025 Series [One][Two] Bond are the obligations of the Bank and not of any member, director, officer or employee of the Bank, and no recourse shall be had for the payment of the principal or redemption price or interest on this bond or for any claim hereon or on the Resolutions against any member, director, officer or employee of the Bank or any natural person executing the 2025 Series [One][Two] Bonds. This Bond shall not be entitled to any benefit under the Resolutions or be valid or become obligatory for any purpose until this Bond shall have been authenticated by the execution by the Trustee of the Trustee’s Certificate of Authentication hereon. The Bank modified the Resolution, effective on the date when all Bonds issued prior to February 19, 2013 cease to be Outstanding, by: (i) authorizing the Trustee to release to the Bank amounts held in the Reserve Fund which exceed the Required Debt Service Reserve whenever there is a reduction in the Required Debt Service Reserve; (ii) requiring the Trustee to withdraw earnings and profits realized in the Reserve Fund, and to provide such amounts to the Bank on or before June 30 of each year so long as the balance therein equals the Required Debt Service Reserve; (iii) authorizing certain amendments and modifications to the Resolution effective upon securing the consent of Holders of at least two-thirds in principal amount of Bonds then Outstanding; and (iv) providing that an underwriter or purchaser of a Series of Bonds may consent to a modification of, or amendment to, the Resolution as Holder of such Bonds at the time such Bonds are issued. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and statutes of the State of Alaska and the Resolutions to exist, to have happened and to have been performed precedent to and in the issuance of this Bond, exist, have happened and have been performed in due time, form and manner as required by law and that the issue of the 2025 Series [One][Two] Bonds, together with all other indebtedness of the Bank, is within every debt and other limit prescribed by law. IN WITNESS WHEREOF, the Alaska Municipal Bond Bank has caused this Bond to be executed in its name by the manual or facsimile signature of its Chairman and its corporate seal (or a facsimile thereof) to be affixed, imprinted, engraved or otherwise reproduced hereon, and attested by the manual or facsimile signature of its Executive Director all as of the _____ day of ________ 2025. ALASKA MUNICIPAL BOND BANK [ S E A L ] Page 19 4137-3087-8805.4 LUKE WELLES Chairman A T T E S T: RYAN S. WILLIAMS Executive Director Page 20 4137-3087-8805.4 TRUSTEE’S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Resolutions and is one of the 2025 Series [One][Two] Bonds of the Alaska Municipal Bond Bank. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Date of Authentication: Authorized Officer *************** ARTICLE V MISCELLANEOUS Section 501 - Paying Agent. The Bank of New York Mellon Trust Company, N.A., or its successor or assigns, is appointed paying agent for the 2025 Bonds. Section 502 – Arbitrage Rebate. If any of the 2025 Bonds are issued on a tax-exempt basis, except as otherwise provided in the Bank’s tax certificate, within 30 days after the end of every fifth Bond Year and within 60 days after the date on which all of the 2025 Bonds issued on a tax-exempt basis have been retired (and/or at such other times as may be required by the Code and applicable Income Tax Regulations), the Bank shall determine the Excess Investment Earnings and shall pay rebate amounts due to the United States of America as provided in Section 148(f) of the Code related to such 2025 Bonds issued on a tax-exempt basis. Section 503 - 2025 Series One and Two Debt Service Accounts. There is hereby established as special accounts in the Debt Service Fund (a) the “2025 Series One Debt Service Account,” for the purpose of receiving amounts in the Debt Service Fund allocable to the 2025 Series One Bonds and (b) the “2025 Series Two Debt Service Account,” for the purpose of receiving amounts in the Debt Service Fund allocable to the 2025 Series Two Bonds; provided, that if so determined by the Chairman or Executive Director, separate debt service accounts for any additional series of 2025 Bonds are hereby authorized to be established. Such amounts and the earnings thereon shall be deposited and held, and separately accounted for, Page 21 4137-3087-8805.4 in the 2025 Series One Debt Service Account, the 2025 Series Two Debt Service Account or the Debt Service Fund. Section 504 - Tax Exemption and General Tax Covenant. The Bank intends that interest on any 2025 Bonds issued on a tax-exempt basis shall be excludable from gross income for federal income tax purposes pursuant to Section 103 and 141 through 150 of the Code, and the applicable regulations. If any 2025 Bonds are issued as tax- exempt bonds, the Bank covenants not to take any action, or knowingly omit to take any action within its control, that if taken or omitted would cause the interest on such 2025 Bonds issued on a tax-exempt basis to be included in gross income, as defined in Section 61 of the Code, for federal income tax purposes. Section 505 - Arbitrage Covenant. If any 2025 Bonds are issued on a tax-exempt basis, the Bank shall make no use or investment of the gross proceeds of such 2025 Bonds issued on a tax-exempt basis which will cause such 2025 Bonds to be “arbitrage bonds” subject to federal income taxation by reason of Section 148 of the Code. The Bank hereby covenants that so long as any of the 2025 Bonds issued on a tax-exempt basis are outstanding, the Bank, with respect to the gross proceeds of such 2025 Bonds, shall comply with all requirements of said Section 148 and of all regulations of the United States Department of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. Section 506 - Resolution Clarification. It shall hereby be clarified that the Resolution, at Section 919, shall only apply to Bonds issued on a tax-exempt basis. Section 507 - Loan Agreements and 2025 Amendatory Loan Agreements. The Chairman and the Executive Director are each hereby authorized to execute the Loan Agreements and the 2025 Amendatory Loan Agreements between the Bank and the Governmental Units referred to therein, each in a form substantially similar to the applicable forms attached hereto as Appendix C and submitted to and part of the records of the meeting on December 10, 2025, with such changes as the Chairman or the Executive Director shall deem advisable. Section 508 - Continuing Disclosure. The Bank hereby covenants and agrees that it will execute and deliver and will comply with and carry out all of the provisions of the form of Continuing Disclosure Certificate, the proposed form of which is attached hereto as Appendix B, with such changes as the Chairman or the Executive Director shall deem advisable and in the best interest of the Bank. Notwithstanding any other provision of this Series Resolution, failure of the Bank to comply with the Continuing Disclosure Certificate shall not be a default of the Bank’s obligations under this Series Resolution, Page 22 4137-3087-8805.4 the Resolution or the 2025 Bonds; however, the Beneficial Owner of any 2025 Bond may bring an action for specific performance, to cause the Bank to comply with its obligations under the Continuing Disclosure Certificate and this Section. Section 509 - Chairman and Executive Director. The Chairman and the Executive Director are, and each is, hereby authorized to execute all documents and to take any action necessary or desirable to carry out the provisions of this Series Resolution and to effectuate the issuance, delivery and management of the 2025 Bonds, including the approval, execution and delivery of one or more of the Bond Purchase Agreements, for the 2025 Bonds of one or more series, and all prior actions taken to effectuate and in connection with the provisions of this Series Resolution and the issuance and delivery of the 2025 Bonds are hereby ratified and confirmed. The authority and ratification granted in this Section 509 to the Chairman and the Executive Director includes authorization to determine the manner of sale and authorization to solicit commitments for a policy of insurance with respect to payment of the interest on and principal of all or a portion of the 2025 Bonds and/or a surety policy and thereafter to accept such commitment which is in the best interest of the Bank and enter into such agreement with the bond insurer as shall be in the best interests of the Bank. Section 510 - Effective Date. This Series Resolution shall take effect immediately on the date hereof (December 10, 2025). Page A-1 4137-3087-8805.4 APPENDIX A BLANKET ISSUER LETTER OF REPRESENTATIONS Page B-1 4137-3087-8805.4 APPENDIX B FORM OF CONTINUING DISCLOSURE CERTIFICATE The Alaska Municipal Bond Bank (the “Issuer”) executes and delivers this Continuing Disclosure Certificate (the “Disclosure Certificate”) in connection with the issuance of $__________ Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series One and $__________ Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series Two (collectively, the “Bonds”). The Bonds are being issued under the General Bond Resolution of the Issuer entitled “A Resolution Creating And Establishing An Issue Of Bonds Of The Alaska Municipal Bond Bank; Providing For The Issuance From Time To Time Of Said Bonds; Providing For The Payment Of Principal Of And Interest On Said Bonds; And Providing For The Rights Of The Holders Thereof,” adopted July 13, 2005, as amended on August 19, 2009 (the “General Bond Resolution”), and Series Resolution No. 2024-02, adopted on December 10, 2024 (the “Series Resolution,” and together with the General Bond Resolution, the “Resolutions”). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. The Issuer is executing and delivering this Disclosure Certificate for the benefit of the Beneficial Owners of the Bonds, and to assist the Participating Underwriter in complying with Securities and Exchange Commission (“SEC”) Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolutions, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” means any Annual Report provided by the Issuer pursuant to, and as described in, Section 3 of this Disclosure Certificate. “Financial Obligation” shall mean, for purposes of the Listed Events set out in Section 5(a)(10) and Section 5(b)(8), a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term “Financial Obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. “Fiscal Year” means the fiscal year of the Issuer (currently the 12-month period ending June 30), as such fiscal year may be changed from time to time as required by State law. “MSRB” means the Municipal Securities Rulemaking Board or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the SEC, filings with the MSRB are to be made through the Electronic Municipal Market Access (“EMMA”) website of the MSRB, currently located at http://emma.msrb.org. “Official Statement” means the final official statement dated __________ __, 2025 relating to the Bonds. Page B-2 4137-3087-8805.4 “Participating Underwriter” means any of the original underwriters of the Bonds of one or more series required to comply with the Rule in connection with the offering of the Bonds of one or more series. “Rule” means Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as amended from time to time. Section 3. Provision of Annual Reports and Financial Statements. Commencing with its Annual Report for Fiscal Year ending June 30, 2024, the Issuer will provide to the MSRB, in a format as prescribed by the Rule: (a) Not later than 210 days after the end of each Fiscal Year, an Annual Report for the Fiscal Year. The Annual Report shall contain or incorporate by reference: (i) annual audited financial statements of the Issuer; (ii) a statement of authorized, issued and outstanding bonded debt of the Issuer; (iii) the Reserve Fund balance; and (iv) financial and operating data of Governmental Units that had an amount of bonds equal to or greater than twenty percent (20%) of all outstanding bonds under the General Bond Resolution of the type included in the Official Statement, if any, as of the end of the prior Fiscal Year. Any or all of these items may be included by specific reference to documents available to the public or the internet website of the MSRB or filed with the SEC. The Issuer shall clearly identify each such other document so incorporated by reference. The Annual Report may be submitted as a single document or as separate documents comprising a package, provided that audited financial statements may be submitted separately from the remainder of the Annual Report. (b) Not later than 120 days after the end of each Fiscal Year, the Issuer will notify each Governmental Unit, that had, as of the end of such Fiscal Year, an amount of bonds equal to or greater than twenty percent (20%) of all outstanding bonds under the General Bond Resolution, of its continuing disclosure undertaking responsibility. A list of such Governmental Units for the prior Fiscal Year will be included in the Annual Report. The Issuer undertakes no responsibility and shall incur no liability whatsoever to any person, including any holder or beneficial owner of the Bonds, in respect of any obligations or reports, notices or disclosures provided or required to be provided by such Governmental Unit under its continuing disclosure agreement. Section 4. Notice of Failure to Provide Information. The Issuer shall provide in a timely manner to the MSRB notice of any failure to satisfy the requirements of Section 3 of this Disclosure Certificate. Section 5. Reporting of Significant Events. (a) The Issuer shall file with the MSRB a notice of any of the following events with respect to the Bonds of one or more series, within ten (10) business days of the occurrence of such event: (1) Principal and interest payment delinquencies. (2) Unscheduled draws on debt service reserves reflecting financial difficulties. Page B-3 4137-3087-8805.4 (3) Unscheduled draws on credit enhancements reflecting financial difficulties. (4) Substitution of credit or liquidity providers, or their failure to perform. (5) Adverse tax opinions or the issuance by the Internal Revenue Service (“IRS”) of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701-TEB). (6) Defeasances. (7) Rating changes. (8) Tender offers. (9) Bankruptcy, insolvency, receivership or similar event of the Issuer.1 (10) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. (b) The Issuer shall file with the MSRB a notice of any of the following events with respect to the Bonds of one or more series, within ten (10) business days of the occurrence of such event, if material: (1) Unless described in Section 5(a)(5), other notices or determinations by the IRS with respect to the tax status of the Bonds or other events affecting the tax status of the Bonds. (2) Nonpayment-related defaults. (3) Modifications to rights of holders of the Bonds. (4) Bond calls. (5) Release, substitution or sale of property securing repayment of the Bonds. (6) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an 1 Note: for the purposes of the event identified in subparagraph 5(a)(9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer. Page B-4 4137-3087-8805.4 action, or a termination of a definitive agreement relating to any such actions, other than pursuant to its terms. (7) Appointment of a successor or additional trustee or the change in name of the trustee for the Bonds. (8) Incurrence of a Financial Obligation of the Issuer, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect holders of the Bonds. Section 6. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. Section 7. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate, provided that the amendment meets each of the following conditions: (a) The amendment is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the Issuer; (b) This Disclosure Certificate, as amended, would have complied with the requirements of the Rule as of the date hereof, after taking into account any amendments or interpretations of the Rule, as well as any changes in circumstances; (c) The Issuer obtains an opinion of counsel unaffiliated with the Issuer that the amendment does not materially impair the interests of the Beneficial Owners of the Bonds; and (d) The Issuer notifies and provides the MSRB with copies of the opinions and amendments. Any such amendment may be adopted without the consent of any Beneficial Owner of any of the Bonds, notwithstanding any other provision of this Disclosure Certificate or the Resolutions. The first Annual Report containing amended operating data or financial information pursuant to an amendment of this Disclosure Certificate shall explain, in narrative form, the reasons for the amendment and its effect on the type of operating data and financial information being provided. Section 8. Filing. Any filing required under the terms of this Disclosure Certificate may be made solely by transmitting such filing to the Electronic Municipal Market Access as provided at http://www.emma.msrb.org, or in such other manner as may be permitted from time to time by the Securities Exchange Commission. Section 9. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Beneficial Owner may take such actions as may be necessary and Page B-5 4137-3087-8805.4 appropriate, including an action to compel specific performance, to cause the Issuer to comply with its obligations under this Disclosure Certificate. No failure to comply with any provision of this Disclosure Certificate shall be deemed an Event of Default under the Resolutions, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel specific performance. Section 10. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Trustee, the Participating Underwriter and the Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. DATED this ___ day of _______ 2025. ALASKA MUNICIPAL BOND BANK RYAN S. WILLIAMS Executive Director Page C-1 4137-3087-8805.4 APPENDIX C FORM OF LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of the ___ day of ____________ 20__ (the “Loan Agreement”), between the Alaska Municipal Bond Bank (the “Bank”), a body corporate and politic constituted as an instrumentality of the State of Alaska (the “State”) exercising public and essential governmental functions, created pursuant to the provisions of Chapter85, Title 44, Alaska Statutes, as amended (the “Act”), having its principal place of business at Juneau, Alaska, and the [City] [Borough] of ___________________, Alaska, a duly constituted ____________ [city] [borough] of the State (the “[City] [Borough]”): W I T N E S S E T H: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and make loans of money (the “Loan” or “Loans”) to governmental units; and WHEREAS, the [City] [Borough] is a “Governmental Unit” as defined in the General Bond Resolution of the Bank hereinafter mentioned and is authorized to accept a Loan from the Bank, evidenced by its municipal bond; and WHEREAS, the [City] [Borough] desires to borrow money from the Bank in the amount not to exceed $________ to [describe purpose] (the “[Name of project] Project”) and has submitted an application to the Bank for a Loan in the amount not to exceed $________ (the “[Name of project] Loan”) to pay a portion of the costs of the [Name of project] Project; and WHEREAS, the [City] [Borough] has duly authorized the issuance of its fully registered [General Obligation/Revenue Bond], [year] Series [_] in the principal amount of $[PAR] (the “Municipal Bond”), which Municipal Bond is to be purchased by the Bank as evidence of and security for the [City’s] [Borough’s] obligation to repay the [Name of project] Loan in accordance with this Loan Agreement; and WHEREAS, the application of the [City] [Borough] contains the information requested by the Bank; and WHEREAS, to provide for the issuance of bonds of the Bank to obtain from time to time money with which to make and/or refinance Loans, the Board of Directors of the Bank (the “Board”) has adopted its General Obligation Bond Resolution on July 13, 2005, as amended (the “General Bond Resolution”); and WHEREAS, the Board approved certain modifications to the General Bond Resolution, effective on the date when all bonds issued under the terms of the General Bond Resolution, prior to February 19, 2013, cease to be outstanding; and Page C-2 4137-3087-8805.4 WHEREAS, on December 10, 2025 the Board adopted Series Resolution No. 2024-02 (the “Series Resolution” and together with the General Bond Resolution, the “Bond Resolution”), authorizing the Bank to, among other things, issue the Bank’s General Obligation and Refunding Bonds, 2025 Series One and the General Obligation and Refunding Bonds, 2025 Series Two (collectively, the “2025 Bonds”), make the [Name of project] Loan to the [City] [Borough] and purchase the [City’s] [Borough’s] Municipal Bond. NOW, THEREFORE, the parties agree as follows: 1. The Bank hereby makes the [Name of project] Loan, and the [City] [Borough], hereby accepts the [Name of project] Loan in the principal amount of $[PAR]. As evidence of the [Name of project] Loan made to the [City] [Borough] and such money borrowed from the Bank by the [City] [Borough], the [City] [Borough] hereby agrees to sell to the Bank the Municipal Bond in the principal amount, with the principal installment payments, and bearing interest from its date at the rate or rates per annum, stated in Exhibit A. 2. The [City] [Borough] represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including [Ordinance] [Resolution] No. , adopted on ___, 20 (the “[City] [Borough] [Ordinance] [Resolution]”). The [City] [Borough] further represents to the Bank that the [City] [Borough] has taken or will take all proceedings required by law to enable it to enter into this Loan Agreement and to issue its Municipal Bond to the Bank and that the Municipal Bond will constitute [a general obligation bond, secured by the full faith and credit] [a revenue bond, secured by a special and limited obligation] of the [City] [Borough], all duly authorized by the [City] [Borough] [Ordinance] [Resolution]. The [City] [Borough] represents that the [City] [Borough] [Resolution] [Ordinance] is in full force and effect and has not been amended, supplemented or otherwise modified, other than as may have been previously certified by the [City] [Borough] to the Bank. 3. Subject to any applicable legal limitations, the amounts to be paid by the [City] [Borough] pursuant to this Loan Agreement representing interest due on its Municipal Bond (the “Municipal Bond Interest Payments”) shall be computed at the same rate or rates of interest borne by the corresponding maturities of the bonds sold by the Bank in order to obtain the money with which to make the [Name of project] Loan and to purchase the Municipal Bond (the “Loan Obligations”) and shall be paid by the [City] [Borough] [for certain revenue obligations - in monthly installments] at least seven (7) Business Days before the Interest Payment Date to provide funds sufficient to pay interest as the same becomes due on the Loan Obligations. 4. The amounts to be paid by the [City] [Borough] pursuant to this Loan Agreement representing principal due on its Municipal Bond in amounts sufficient to pay the principal of the Loan Obligations as the same matures based upon the maturity schedule stated in Exhibit A (the “Municipal Bond Principal Payments”), shall be paid [for certain revenue obligations - in monthly installments on the dates and in amounts sufficient] at least seven (7) Business Days before the payment date stated in the Municipal Bond. Page C-3 4137-3087-8805.4 5. In the event the amounts referred to in Sections 3 and 4 hereof to be paid by the [City] [Borough] pursuant to this Loan Agreement are not made available at any time specified herein, the [City] [Borough] agrees that any money payable to it by any department or agency of the State may be withheld from it and paid over directly to the Trustee acting under the General Bond Resolution, and this Loan Agreement shall be full warrant, authority and direction to make such payment upon notice to such department or agency by the Bank, with a copy provided to the [City] [Borough], as provided in the Act. 6. In the event that all or a portion of the Loan Obligations have been refunded and the interest rates the Bank is required to pay on its refunding bonds in any year are less than the interest rates payable by the [City] [Borough] on the Municipal Bond for the corresponding year pursuant to the terms of the Municipal Bond, then both the Municipal Bond Interest Payments and the Municipal Bond Principal Payments will be adjusted in such a manner that (i) the interest rate paid by the [City] [Borough] on any principal installment of the Municipal Bond is equal to the interest rate paid by the Bank on the corresponding principal installment of the Bank’s refunding bonds and (ii) on a present value basis the sum of the adjusted Municipal Bond Interest Payments and Municipal Bond Principal Payments is equal to or less than the sum of the Municipal Bond Interest Payments and Municipal Bond Principal Payments due over the remaining term of the Municipal Bond as previously established under this Loan Agreement. In the event of such a refunding of the Loan Obligations, the Bank shall present to the [City] [Borough] for the [City’s] [Borough’s] approval, a revised schedule of principal installment amounts and interest rates for the Municipal Bond. If approved by the [City] [Borough] the revised schedule shall be attached hereto as Exhibit A and incorporated herein in replacement of the previous Exhibit A detailing said principal installment amounts and interest rates. 7. The [City] [Borough] is obligated to pay to the Bank Fees and Charges. Such Fees and Charges actually collected from the [City] [Borough] shall be in an amount sufficient, together with the [City’s] [Borough’s] Allocable Proportion (as defined below) of other money available therefor under the provisions of the Bond Resolution, and other money available therefor, including any specific grants made by the United States of America or any agency or instrumentality thereof or by the State or any agency or instrumentality thereof and amounts applied therefor from amounts transferred to the Operating Fund pursuant to Section 606 of the General Bond Resolution: (a) to pay, as the same become due, the [City’s] [Borough’s] Allocable Proportion of the Administrative Expenses of the Bank; and (b) to pay, as the same become due, the [City’s] [Borough’s] Allocable Proportion of the fees and expenses of the Trustee and paying agent for the Loan Obligations. The [City’s] [Borough’s] Allocable Proportion as used herein shall mean the proportionate amount of the total requirement in respect to which the term is used determined by the ratio that the principal amount of the Municipal Bond outstanding bears to the total of all Loans then outstanding to all Governmental Units under the General Bond Resolution, as certified by the Bank. The waiver by the Bank of any fees payable pursuant to this Section 7 shall not constitute a subsequent waiver thereof. Page C-4 4137-3087-8805.4 8. The [City] [Borough] is obligated to make the Municipal Bond Principal Payments scheduled by the Bank. The first such Municipal Bond Principal Payment is due at least seven (7) Business Days prior to each date indicated in Exhibit A, and thereafter on the anniversary thereof each year. The [City] [Borough] is obligated to make the Municipal Bond Interest Payments scheduled by the Bank on a semi-annual basis commencing seven (7) Business Days prior to each date indicated in Exhibit A, and to pay any Fees and Charges imposed by the Bank within 30 days after receiving the invoice of the Bank therefor. 9. The Bank shall not sell and the [City] [Borough] shall not redeem prior to maturity any portion of the [City’s] [Borough’s] Municipal Bond in an amount greater than the related Loan Obligations which are then outstanding and which are then redeemable, and in the event of any such sale or redemption, the same shall be in an amount not less than the aggregate of (i) the principal amount of the Municipal Bond (or portion thereof) to be redeemed, (ii) the interest to accrue on the Municipal Bond (or portion thereof) to be redeemed to the next redemption date thereof not previously paid, (iii) the premium, if any, payable on the Municipal Bond (or portion thereof) to be redeemed, and (iv) the cost and expenses of the Bank in effecting the redemption of the Municipal Bond (or portion thereof) to be redeemed. The [City] [Borough] shall give the Bank at least 50 days’ prior written notice of the [City’s] [Borough’s] intention to redeem its Municipal Bond. In the event that the Loan Obligations with respect to which the sale or redemption prior to maturity of such Municipal Bond is being made have been refunded and the refunding bonds of the Bank issued for the purpose of refunding such Loan Obligations were issued in a principal amount in excess of or less than the principal amount of the Municipal Bond remaining unpaid at the date of issuance of such refunding bonds, the amount which the [City] [Borough] shall be obligated to pay or the Bank shall receive under item (i) above shall be the principal amount of such refunding bonds outstanding. In the event that all or a portion of the Loan Obligations have been refunded and the interest the Bank is required to pay on the refunding bonds is less than the interest the Bank was required to pay on the Loan Obligations, the amount which the [City] [Borough] shall be obligated to pay or the Bank shall receive under item (ii) above shall be the amount of interest to accrue on such refunding bonds outstanding. In the event that all or a portion of the Loan Obligations have been refunded, the amount which the [City] [Borough] shall be obligated to pay or the Bank shall receive under item (iii) above, when the refunded Loan Obligations or portion thereof are redeemed, shall be the premium, if any, on the Loan Obligations to be redeemed. Nothing in this Section shall be construed as preventing the [City] [Borough] from refunding the Municipal Bond in exchange for a new Municipal Bond in conjunction with a refunding of all or a portion of the Loan Obligations. 10. Simultaneously with the delivery of the Municipal Bond to the Bank, the [City] [Borough] shall furnish to the Bank evidence satisfactory to the Bank which shall set forth, among other things, that the Municipal Bond will constitute a valid and binding [general obligation] Page C-5 4137-3087-8805.4 [special and limited obligation] of the [City] [Borough], secured by the [full faith and credit] [revenue of the ____________] of the [City] [Borough]. 11. Invoices for payments under this Loan Agreement shall be addressed to the [City] [Borough], Attention: ________, ________, ________, Alaska 99___. The [City] [Borough] shall give the Bank and the corporate trust office of the Trustee under the General Bond Resolution at least 30 days’ prior written notice of any change in such address. 12. [The [City] [Borough] hereby agrees that it shall fully fund, at the time of loan funding, its debt service reserve fund (in an amount equal to $ _______________) which secures payment of principal and interest on its Municipal Bond, that such fund shall be held in the name of the [City] [Borough] with the Trustee, and that the yield on amounts held in such fund shall be restricted to a yield not in excess of ___________ percent. (Applies to revenue bonds only.)] 13.[Rate covenant and other covenant language – if applicable.] 14. The [City] [Borough] hereby agrees to keep and retain, until the date six years after the retirement of the Municipal Bond, or any bond issued to refund the Municipal Bond, or such longer period as may be required by the [City’s] [Borough’s] record retention policies and procedures, records with respect to the investment, expenditure and use of the proceeds derived from the sale of its Municipal Bond, including without limitation, records, schedules, bills, invoices, check registers, cancelled checks and supporting documentation evidencing use of proceeds, and investments and/or reinvestments of proceeds. The [City] [Borough] agrees that all records required by the preceding sentence shall be made available to the Bank upon request. 15. Prior to payment of the amount of the [Name of project] Loan or any portion thereof, and the delivery of the Municipal Bond to the Bank or its designee, the Bank shall have the right to cancel all or any part of its obligations hereunder if: (a) Any representation, warranty or other statement made by the [City] [Borough] to the Bank in connection with its application to the Bank for a Loan shall be incorrect or incomplete in any material respect. (b) The [City] [Borough] has violated commitments made by it in the terms of this Loan Agreement. (c) The financial position of the [City] [Borough] has, in the opinion of the Bank, suffered a materially adverse change between the date of this Loan Agreement and the scheduled time of delivery of the Municipal Bond to the Bank. 16. The obligation of the Bank under this Loan Agreement is contingent upon delivery of its General Obligation and Refunding Bonds, 2025 Series [____] and receipt of the proceeds thereof. Page C-6 4137-3087-8805.4 17. The [City] [Borough] agrees that it will provide the Bank with written notice of any default in covenants under the [City] [Borough] [Ordinance] [Resolution] within thirty (30) days after the date thereof. 18. The [City] [Borough] agrees that it shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest on the Municipal Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such Municipal Bond is subject on the date of original issuance thereof. [The [City] [Borough] shall not permit any of the proceeds of the Municipal Bond, or any facilities financed with such proceeds, to be used in any manner that would cause the Municipal Bond to constitute a “private activity bond” within the meaning of Section 141 of the Code.] The [City] [Borough] shall make no use or investment of the proceeds of the Municipal Bond that will cause the Municipal Bond to be an “arbitrage bond” under Section 148 of the Code. So long as the Municipal Bond is outstanding, the [City] [Borough], shall comply with all requirements of Section 148 of the Code and all regulations of the United States Department of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. The [City] [Borough] shall, to the extent permitted by law, indemnify and hold harmless the Bank (a) for any reasonable costs or expenses of the Bank arising from (i) an audit of the Municipal Bond, (ii) an audit of the 2025 Bonds arising from or in any way related to the issuance or use of proceeds of, or any other matter relating to, the Municipal Bond, or (iii) any determination by the Internal Revenue Service that the interest on the Municipal Bond or the 2025 Bonds shall be subject to federal income taxation as a result of any finding by the Internal Revenue Service with respect to the Municipal Bond and (b) from any obligation of the [City] [Borough] to make rebate payments to the United States under said Section 148 arising from the [City’s] [Borough’s] use or investment of the proceeds of the Municipal Bond. The Bank agrees to give prompt written notice to the [City] [Borough] of any communication received by the Bank from a representative of the Internal Revenue Service regarding the federal tax-exempt status of interest on the 2025 Bonds affecting the Municipal Bond, including any such communication indicating the possible commencement of an examination or audit of the 2025 Bonds affecting the Municipal Bond by the Internal Revenue Service. The [City] [Borough] agrees to give prompt written notice to the Bank of any communication received by the [City] [Borough] from a representative of the Internal Revenue Service regarding the federal tax-exempt status of interest on the Municipal Bond, including any such communication indicating the possible commencement of an examination or audit of the Municipal Bond by the Internal Revenue Service, and that the Bank shall be permitted to participate in any such audit, examination or related proceeding in a manner satisfactory to the Bank. Each of the Bank and the [City] [Borough] further agree that it will consult with, and cooperate with, the other party, at the expense of the [City] [Borough], in connection with any such audit, examination or related proceeding as set forth in this Section 18. Page C-7 4137-3087-8805.4 19. Upon request of the Bank, the [City] [Borough] agrees that if its bonds constitute twenty percent (20%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution, it shall execute a continuing disclosure agreement prepared by the Bank for purposes of Securities and Exchange Commission Rule 15c2-12, adopted under the Securities and Exchange Act of 1934. 20. The [City] [Borough] agrees that if its bonds constitute twenty percent (20%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution it shall provide to the Bank for inclusion in future official statements of the Bank and the Bank’s annual reports, to the extent required by the Bank’s continuing disclosure undertakings, financial and operating information of the [City] [Borough] of the type and in the form requested by the Bank. 21. If any provision of this Loan Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Loan Agreement and this Loan Agreement shall be construed and enforced as if such invalid or unenforceable provision had not been contained herein. 22. This Loan Agreement may be executed in one or more counterparts, any of which shall be regarded for all purposes as an original and all of which constitute but one and the same instrument. Each party agrees that it will execute any and all documents or other instruments, and take such other actions as are necessary, to give effect to the terms of this Loan Agreement. 23. No waiver by either party of any term or condition of this Loan Agreement shall be deemed or construed as a waiver of any other term or condition hereof, nor shall a waiver of any breach of this Loan Agreement be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different section, subsection, paragraph, clause, phrase or other provision of this Loan Agreement. 24. In this Loan Agreement, unless otherwise defined herein, all capitalized terms which are defined in Article I of the General Bond Resolution shall have the same meanings, respectively, as such terms are given in Article I of the General Bond Resolution [and if not defined herein or in Article I of the General Bond Resolution, shall have the meanings given to them in Exhibit B hereto.]. 25. This Loan Agreement shall remain in full force and effect so long as the Municipal Bond remains outstanding. 26. This Loan Agreement merges and supersedes all prior negotiations, representations and agreements between the parties hereto relating to the subject matter hereof and constitutes the entire agreement between the parties hereto in respect thereof. Page C-8 4137-3087-8805.4 IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement as of the date first set forth above. ALASKA MUNICIPAL BOND BANK By: RYAN S. WILLIAMS Executive Director [CITY] [BOROUGH] OF [_], ALASKA By: Its: Page C-9 EXHIBIT A $[PAR] [City] [Borough], Alaska [General Obligation] [Revenue] Bond, 20__ (the “Municipal Bond”) Due (__________ 1) Principal Amount Interest Rate Principal installments shall be payable on _________ 1 in each of the years, and in the amounts set forth above. Interest on the Municipal Bond shall be payable on _______1, 20__, and thereafter on ___________1 and ___________ 1 of each year. [Prepayment Provisions: The Municipal Bond principal installments are not subject to prepayment prior to maturity.] Optional Prepayment: The Municipal Bond principal installments due on or after _________1, 20__ are subject to prepayment in whole or in part at the option of the [City] [Borough] on any date on or after _________1, 20__, at a price of 100% of the principal amount thereof to be prepaid, plus accrued interest to the date of prepayment. Page C-10 [EXHIBIT B Additional Defined Terms] Page C-11 FORM OF AMENDATORY LOAN AGREEMENT THIS AMENDATORY LOAN AGREEMENT, dated as of the [___] day of [____] 20[__] (the “Amendatory Loan Agreement”), between the Alaska Municipal Bond Bank (the “Bank”), a body corporate and politic constituted as an instrumentality of the State of Alaska (the “State”) exercising public and essential governmental functions, created pursuant to the provisions of Chapter 85, Title 44, Alaska Statutes, as amended (the “Act”), having its principal place of business at Juneau, Alaska, and [___________________], Alaska, a duly constituted ______________ of the State (the “[City] [Borough]”): WITNESSETH: WHEREAS, pursuant to the Act, the Bank is authorized to issue bonds and loan money (the “Loans”) to governmental units; and WHEREAS, the [City] [Borough] is a “Governmental Unit” as defined in the General Bond Resolution of the Bank hereinafter mentioned and is authorized to accept a Loan from the Bank, evidenced by its municipal bond; and WHEREAS, to provide for the issuance of bonds of the Bank to obtain from time to time money with which to make, and or to refinance, municipal Loans, the Board of Directors of the Bank (the “Board”) adopted its General Obligation Bond Resolution on July 13, 2005 (as amended, the “General Bond Resolution”); and WHEREAS, the Board approved certain modifications to the General Bond Resolution, effective on the date when all bonds issued under the terms of the General Bond Resolution, prior to February 19, 2013, cease to be outstanding; and WHEREAS, the Bank made a Loan to the [City] [Borough] from proceeds of the Bank’s _______________ Bonds, _____ Series __ (the “_____ Series __ Bonds”) in the amount of $_______________, evidenced by a Loan Agreement, dated ________________ [__], ____ (the “[____] Loan Agreement”), between the Bank and the [City] [Borough]; and WHEREAS, the Bank’s _____ Series ___ Bonds were issued pursuant to the terms of the Bank’s General Bond Resolution, as amended and supplemented by a Series Resolution; and WHEREAS, as security for repayment of the Loan and as provided in the [_____] Loan Agreement, the [City] [Borough] issued its __________________ Bond, ____ Series __, dated ________________ __, _____ (the “[____] Municipal Bond”), of which the Bank is the registered owner; and WHEREAS, the Bank has determined that refunding a portion of the outstanding ____ Series __ Bonds will result in a debt service savings thereon and on the [____] Municipal Bond; and Page C-12 WHEREAS, on December 10, 2024, the Board adopted Series Resolution No. 2024-02 (the “2024 Series Resolution” and, together with the General Bond Resolution, the “Bond Resolution”) authorizing, among other things, the issuance of its General Obligation and Refunding Bonds, 2024 Series One and its General Obligation and Refunding Bonds, 2024 Series Two (collectively, the “Refunding Bonds”), in part to refund a portion of the ____ Series __ Bonds; and WHEREAS, to effect the proposed refunding and resulting debt service savings on the ____ Series __ Bonds and the [____] Municipal Bond, and to conform the terms of the [____] Loan Agreement to the current practices of the Bank, it is necessary to amend the terms of the [____] Loan Agreement and to provide for the issuance by the [City][Borough] to the Bank of the [City’s][Borough’s] _________ Bond (the “_____ Municipal Bonds” and together with the ______ Municipal Bond, the “Municipal Bond”) and for the refunding of the [City’s][Borough’s] Municipal Bond as provided herein. NOW, THEREFORE, the parties agree as follows: 1. The Bank will refund a portion of the outstanding _____ Series __ Bonds as provided in the 2024 Series Resolution. The amounts of the principal installments of the [____] Municipal Bond corresponding to the refunded maturities of the ____ Series __ Bonds, and the interest payable thereon, shall be adjusted pro rata in accordance with the debt service payable on the Refunding Bonds, as set forth in the ____ Municipal Bond delivered to the Bank in exchange for the ____ Municipal Bond. The ____ Municipal Bond[, together with the replacement [____] Municipal Bond delivered in exchange for the original [___] Municipal Bond], shall mature in the principal amounts and bear interest at the rates per annum as stated on Exhibit A appended hereto. 2. Section 2 of the ______ Loan Agreement is amended [to include the following paragraph][by replacing the current language with the following: The [City] [Borough] represents that it has duly adopted or will adopt all necessary ordinances or resolutions, including [Ordinance] [Resolution] No. ________, adopted on _________ __, 20__ (the “[City] [Borough] Refunding [Ordinance] [Resolution]” and together with the [City’s][Borough’s] ____ [Resolution][Ordinance], the “[City’s][Borough’s] [Resolution][Ordinance]”), and has taken or will take all proceedings required by law to enable it to enter into this Amendatory Loan Agreement and to issue its ____ Municipal Bond to the Bank and that the ____ Municipal Bond will constitute [a general obligation bond, secured by the full faith and credit] [a revenue bond, a special and limited obligation] of the [City] [Borough], all duly authorized by the [City] [Borough] Refunding [Ordinance] [Resolution]. 3. The ____ Municipal Bond shall be subject to optional prepayment prior to maturity on and after the same date, and on the same terms as the Refunding Bonds may be subject to optional redemption as set forth in Appendix A. 4. [__] of the ____ Loan Agreement is amended to include the following paragraph: Page C-13 The [City][Borough] represents that the [City’s][Borough’s] [Resolution][Ordinance] is in full force and effect and has not been amended, supplemented or otherwise modified, other than by the [City][Borough] Refunding [Resolution][Ordinance] and as previously certified by the [City][Borough] to the Bank. 5. [Section [ ] of the _____ Loan Agreement is amended by replacing the current language with the following: The [City] [Borough] agrees that if its bonds constitute twenty percent (20%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution it shall provide to the Bank for inclusion in future official statements of the Bank and the Bank’s annual reports, to the extent required by the Bank’s continuing disclosure undertakings, financial and operating information of the City of the type and in the form requested by the Bank. The [City] [Borough] further agrees that if its bonds constitute twenty percent (20%) or more of the outstanding principal of municipal bonds held by the Bank under its General Bond Resolution, it shall execute a continuing disclosure agreement prepared by the Bank for purpose of Securities and Exchange Commission Rule 15c2-12, adopted under the Securities and Exchange Act of 1934.] [6. A new Section __ is added to the Loan Agreement, as follows: The [City] [Borough] hereby agrees to keep and retain, until the date six years after the retirement of the ____ Municipal Bond, or any bond issued to refund the ____ Municipal Bond, or such longer period as may be required by the [City’s] [Borough’s] record retention policies and procedures, records with respect to the investment, expenditure and use of the proceeds derived from the sale of its ____ Municipal Bond, including without limitation, records, schedules, bills, invoices, check registers, cancelled checks and supporting documentation evidencing use of proceeds, and investments and/or reinvestments of proceeds. The [City] [Borough] agrees that all records required by the preceding sentence shall be made available to the Bank upon request.] [7. A new Section __ is added to the ____ Loan Agreement, as follows: The [City] [Borough] hereby agrees that it shall fully fund, at the time of loan funding, its debt service reserve fund (in an amount equal to $_____________ ) which secures payment of principal and interest on its Municipal Bond, and that such fund shall be held in the name of the [City] [Borough] with the Trustee. The [City] [Borough] further agrees that the yield on amounts held in such debt service reserve account shall be restricted to a yield not in excess of ______________ percent.] 8. Section [______] of the [____] Loan Agreement is amended by replacing the current language with the following: 18. The [City] [Borough] agrees that it shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest on the Municipal Bond Page C-14 to become subject to federal income taxes in addition to federal income taxes to which interest on such Municipal Bond is subject on the date of original issuance thereof. [The [City] [Borough] shall not permit any of the proceeds of the Municipal Bond, or any facilities financed with such proceeds, to be used in any manner that would cause the Municipal Bond to constitute a “private activity bond” within the meaning of Section 141 of the Code.] The [City] [Borough] shall make no use or investment of the proceeds of the Municipal Bond that will cause the Municipal Bond to be an “arbitrage bond” under Section 148 of the Code. So long as the Municipal Bond is outstanding, the [City] [Borough], shall comply with all requirements of Section 148 of the Code and all regulations of the United States Department of Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. The [City] [Borough] shall, to the extent permitted by law, indemnify and hold harmless the Bank (a) for any reasonable costs or expenses of the Bank arising from (i) an audit of the Municipal Bond, (ii) an audit of the 2024 Bonds arising from or in any way related to the issuance or use of proceeds of, or any other matter relating to, the Municipal Bond, or (iii) any determination by the Internal Revenue Service that the interest on the Municipal Bond or the 2024 Bonds shall be subject to federal income taxation as a result of any finding by the Internal Revenue Service with respect to the Municipal Bond and (b) from any obligation of the [City] [Borough] to make rebate payments to the United States under said Section 148 arising from the [City’s] [Borough’s] use or investment of the proceeds of the Municipal Bond. The Bank agrees to give prompt written notice to the [City] [Borough] of any communication received by the Bank from a representative of the Internal Revenue Service regarding the federal tax-exempt status of interest on the 2024 Bonds affecting the Municipal Bond, including any such communication indicating the possible commencement of an examination or audit of the 2024 Bonds affecting the Municipal Bond by the Internal Revenue Service. The [City] [Borough] agrees to give prompt written notice to the Bank of any communication received by the [City] [Borough] from a representative of the Internal Revenue Service regarding the federal tax-exempt status of interest on the Municipal Bond, including any such communication indicating the possible commencement of an examination or audit of the Municipal Bond by the Internal Revenue Service, and that the Bank shall be permitted to participate in any such audit, examination or related proceeding in a manner satisfactory to the Bank. Each of the Bank and the [City] [Borough] further agree that it will consult with, and cooperate with, the other party, at the expense of the [City] [Borough],. 9. A new Section __ is added to the ____ Loan Agreement, as follows: (a) The [City] [Borough] hereby certifies that all ____ Municipal Bond proceeds, except for those proceeds that are accounted for as transferred proceeds in the arbitrage certificate for its ____ Municipal Bond, have been expended prior to the date hereof. Page C-15 (b) The [City] [Borough] hereby certifies that to date all required rebate calculations relating to the ____ Municipal Bond have been timely performed and the [City] [Borough] has remitted any necessary amount(s) to the Internal Revenue Service. (c) The [City] [Borough] hereby certifies that (i) the ____ Municipal Bond was issued exclusively for new money purposes; and (ii) the ____ Municipal Bond has not previously been used to directly or indirectly advance refund a prior issue of any municipal bonds of the [City][Borough].] 10. A new Section __ is added to the ____ Loan Agreement, as follows: Except as heretofore amended and as amended hereby, the Loan Agreement will remain in full force and effect so long as the ____ Municipal Bond remains outstanding. IN WITNESS WHEREOF, the parties hereto have executed this Amendatory Loan Agreement as of the date first set forth above. ALASKA MUNICIPAL BOND BANK By: RYAN S. SPARKS Executive Director [CITY] [BOROUGH], ALASKA By: Its: Page C-16 EXHIBIT A _________________, Alaska ____________________, ____ Series __, As Amended on _____________ __, 20__ Principal Sum of $_____________________ Principal Payment Date ( 1, 20 ) Principal Amount Interest Rate Principal installments shall be payable on __________ 1 in each of the years, and in the amounts set forth above. Interest on the ____ Municipal Bond shall be payable on _________ 1, 20__, and thereafter on ________ 1 and ________ 1 of each year. [Prepayment Provisions: The Municipal Bond principal installments are not subject to prepayment prior to maturity.] Optional Prepayment: The Municipal Bond principal installments due on or after ___________ 1, 20__ are subject to prepayment in whole or in part at the option of the [City] [Borough] on any date on or after __________ 1, 20__, at a price of 100% of the principal amount thereof to be prepaid, plus accrued interest to the date of prepayment. [_________________, Alaska ____________________, ____ Series __, As Amended on _____________ __, 20__ Principal Sum of $_____________________ Principal Payment Date ( 1, 20 ) Principal Amount Interest Rate Principal installments shall be payable on __________ 1 in each of the years, and in the amounts set forth above. Interest on the ____ Municipal Bond shall be payable on _________ 1, 20__, and thereafter on ________ 1 and ________ 1 of each year. [Prepayment Provisions: The Municipal Bond principal installments are not subject to prepayment prior to maturity.] Optional Prepayment: The Municipal Bond principal installments due on or after ___________ 1, 20__ are subject to prepayment in whole or in part at the option of the [City] [Borough] on any Page C-17 date on or after __________ 1, 20__, at a price of 100% of the principal amount thereof to be prepaid, plus accrued interest to the date of prepayment.] Orrick, Herrington & Sutcliffe LLP 401 Union Street Suite 3300 Seattle, WA 98101 +1 206 839 4300 orrick.com April 8, 2025 Alaska Municipal Bond Bank Juneau, Alaska Alaska Municipal Bond Bank General Obligation and Refunding Bonds 2025 Series One (Non-AMT) and 2025 Series Two (AMT) (Final Opinion) Ladies and Gentlemen: We have acted as bond counsel to the Alaska Municipal Bond Bank (the “Bond Bank”) in connection with the issuance of $41,900,000 aggregate principal amount of Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series One (Non-AMT) (the “2025 Series One Bonds”), and $13,670,000 aggregate principal amount of Alaska Municipal Bond Bank General Obligation and Refunding Bonds, 2025 Series Two (AMT) (the “2025 Series Two Bonds” and, together with the 2025 Series One Bonds, the “Bonds”), each issued pursuant to the General Obligation Bond Resolution, adopted by the Board of Directors (the “Board”) of the Bond Bank on July 13, 2005 (as amended, the “2005 General Bond Resolution”), as supplemented by Resolution No. 2024-02, adopted by the Board on December 10, 2024 (the “2025 Series One and Two Resolution” and together with the 2005 General Bond Resolution, the “Bond Resolution”). The Bond Bank has appointed The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) under the Bond Resolution. The 2025 Series One Bonds are issued for the stated purposes of: (i) making a loan to the Petersburg Borough, Alaska (the “Petersburg Borough”), a Governmental Unit, to finance costs of certain capital improvements to the Petersburg Borough high/middle school, (ii) refunding certain outstanding bonds previously issued by the Bond Bank, the proceeds of which were used to make loans to the City of Cordova, Alaska (the “City of Cordova”), the City and Borough of Juneau, Alaska (the “City and Borough of Juneau”), the Kenai Peninsula Borough, Alaska (the “Kenai Peninsula Borough”), the Kodiak Island Borough, Alaska (the “Kodiak Island Borough”) and the City of Unalaska, Alaska (the “City of Unalaska”), each of which is a Governmental Unit; and (iii) paying costs of issuing the Bonds. Alaska Municipal Bond Bank April 8, 2025 Page 2 The 2025 Series Two Bonds are issued for the stated purposes of: (i) making a loan to the Ketchikan Gateway Borough, Alaska (the “Ketchikan Gateway Borough”), a Governmental Unit, to finance costs of certain capital improvements to the Ketchikan Gateway Borough’s Ketchikan International Airport, (ii) making a loan to the City of Whittier, Alaska (the “City of Whittier”), a Governmental Unit, to finance the costs of certain improvements to the City of Whittier’s small boat harbor; (iii) refunding certain outstanding bonds previously issued by the Bond Bank, the proceeds of which were used to make a loan to the City and Borough of Juneau, a Governmental Unit; and (iv) paying costs of issuing the Bonds. In connection with such loans, the Bond Bank is purchasing Municipal Bonds issued by the Governmental Units to secure payments to be made pursuant to the Loan Agreements mentioned below. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Resolution. In such connection, we have reviewed the Bond Resolution; the Loan Agreements between the Bond Bank and each of the Petersburg Borough, the City of Cordova, the City and Borough of Juneau, the Kenai Peninsula Borough, the Kodiak Island Borough, the City of Unalaska, the Ketchikan Gateway Borough and the City of Whittier, each dated as of the date hereof (collectively, the “Loan Agreements”); the Tax Certificate of the Bond Bank, dated the date hereof (the “Tax Certificate”); authorizing ordinances and resolutions and tax certificates of each of the Governmental Units; a Certificate of the State of Alaska Department of Law, as counsel to the Bond Bank; opinions of counsel to each of the Governmental Units; certificates of the Bond Bank, the Trustee, the Governmental Units and others; and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after original delivery of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after original delivery of the Bonds on the date hereof. Accordingly, this letter speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events or matters. We disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures provided to us and the due and legal execution and delivery of each such document by each party thereto other than the Bond Bank and that each such document constitutes a valid and binding agreement of such party. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Bond Resolution, each of the Loan Agreements and the Tax Certificate and in each of the tax certificates of each of the Governmental Units, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included in gross Alaska Municipal Bond Bank April 8, 2025 Page 3 income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Bond Resolution, the Loan Agreements, the Municipal Bonds and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public corporations of the State of Alaska. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set- off, arbitration, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the assets described in or as subject to the lien of the Bond Resolution, the Loan Agreements or the Municipal Bonds or agreements related thereto or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets. Our services did not include financial or other non-legal advice. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no view with respect thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: 1. The Bonds constitute the valid and binding general obligations of the Bond Bank. 2. The Bond Resolution has been duly adopted by, and constitutes the valid and binding obligation of, the Bond Bank. To secure the payment of the principal of and interest on the Bonds, the Bond Resolution creates a valid pledge of the Municipal Bonds, all Municipal Bond Payments, the investments thereof and the proceeds of such investments, and any other amounts held by the Trustee in any fund or account established pursuant to the Bond Resolution, except the Rebate Fund, subject to the provisions of the Bond Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Bond Resolution. 3. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”), except that no opinion is expressed as to the status of interest on any 2025 Series Two Bond for any period that such 2025 Series Two Bond is held by a “substantial user” of the facilities financed or refinanced by the 2025 Series Two Bonds or by a “related person” within the meaning of Section 147(a) of the Code. Interest on the 2025 Series One Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. We observe that interest on the 2025 Series Two Bonds is a specific preference item for purposes of the federal individual alternative minimum tax, and interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Interest on the Bonds is exempt from taxation by the State of Alaska except for transfer, inheritance and estate taxes. We Alaska Municipal Bond Bank April 8, 2025 Page 4 express no opinion regarding other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. Faithfully yours, ORRICK, HERRINGTON & SUTCLIFFE LLP per 4137-5328-9562.5 4156-5903-1109.1 TAX CERTIFICATE ALASKA MUNICIPAL BOND BANK $41,900,000 General Obligation and Refunding Bonds 2025 Series One (Non-AMT) $13,670,000 General Obligation and Refunding Bonds 2025 Series Two (AMT) THIS TAX CERTIFICATE is by the Alaska Municipal Bond Bank (the “Issuer”) and is executed pursuant to Section 919 of the General Obligation Bond Resolution, adopted by the Board of Directors of the Issuer on July 13, 2005 (as amended on August 19, 2009) (the “Master Resolution”) and Resolution No. 2024-02, adopted on December 10, 2024 (the “Series Resolution”) with respect to the Issuer’s General Obligation and Refunding Bonds, 2025 Series One (Non-AMT) (the “Governmental Bonds”) and the Issuer’s General Obligation and Refunding Bonds, 2025 Series Two (AMT) (the “AMT Bonds” and, together with the Governmental Bonds, the “Bonds”). The Master Resolution and the Series Resolution will be referred to collectively as the “Resolution.” In connection with the issuance of the Bonds, the Issuer hereby certifies and covenants as follows: ARTICLE I IN GENERAL 1.1 Delivery of Bonds. The Bonds are being issued by the Issuer as an agency or instrumentality of the State of Alaska and are being delivered to RBC Capital Markets, LLC (the “Underwriter”), in exchange for good funds on the date hereof (the “Closing Date”). 1.2 Purpose of Tax Certificate. The Issuer is delivering this Tax Certificate to Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, with the understanding that Orrick, Herrington & Sutcliffe LLP will rely in part upon this Tax Certificate in rendering its opinion that interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. 1.3 Purpose of Financing. The Bonds are being issued for the purposes of (1) acquiring bonds (the “New Money Loans”) evidenced through Loan Agreements (the “New Money Loan Agreements”) to certain political subdivisions of the State of Alaska (the “New Money Borrowers”) for the purposes of financing certain capital improvements (collectively, the “New Money Projects”), as described further in Section 1.3.1, and (2) currently refunding certain of the Issuer’s outstanding bonds (the “Refunded Bond Bank Bonds”) which were issued to finance bonds (the “Refunded Loans”) evidenced through Loan Agreements (the “Refunded Loan Agreements”) to certain political subdivisions of the State of Alaska (the “Refunded -2- 4156-5903-1109.1 Borrowers”), and which financed or refinanced certain capital improvements (collectively, the “Refunded Projects”), all as described further in Section 1.3.2. On the Closing Date, the Refunded Loan Agreements are each being amended to conform to the terms of the portion of the Bonds that is allocable to the respective loan, and new bonds (the “Borrower Refunding Bonds”) are being or will be issued to evidence the amended Refunded Loan Agreements (the “Refunding Loan Agreements”). The Loans relating to the Governmental Bonds will be referred to as the “Governmental Loans” and the Loans relating to the AMT Bonds will be referred to as the “AMT Loans.” Borrowers under the Governmental Loans will be referred to each as a “Governmental Borrower” and the Borrower under the AMT Loans will be referred to as the “AMT Borrower.” The New Money Projects financed through the Governmental Loans will be referred to as the “New Money Governmental Projects,” and the Refunded Projects financed or refinanced by the Refunded Loans that are Governmental Loans will be referred to as the “Refunded Governmental Projects.” The New Money Projects financed through the AMT Loans will be referred to as the “New Money AMT Projects” and the Refunded Projects financed or refinanced by the Refunded Loans that are AMT Loans will be referred to as the “Refunded AMT Projects.” The New Money Governmental Projects and Refunded Governmental Projects are referred to collectively as the “Governmental Projects,” the New Money AMT Projects and Refunded AMT Projects are referred to collectively as the “AMT Projects,” and the Governmental Projects and AMT Projects are referred to collectively as the “Projects.” 1.3.1 New Money Loans. A portion of the Proceeds of the Bonds will be used to acquire three New Money Loans as described below (such portion of the Bonds, the “New Money Portion”). Bonds New Money Borrower Allocable Proceeds of Bonds New Money Project Governmental Petersburg Borough $ 3,540,544.50 High/middle school facilities AMT Ketchikan Gateway Borough $ 5,403,949.60 Airport improvements AMT City of Whittier $ 4,522,241.35 Small boat harbor 1.3.2 Refunded Bond Bank Bonds. A portion of the Proceeds of the Governmental Bonds will be used to currently refund certain of the Refunded Bond Bank Bonds, which consist of portions of the Issuer’s outstanding General Obligation Bonds, 2014A Series One (Tax-Exempt) (the “2014A Series One Bonds”), General Obligation and Refunding Bonds, 2015 Series One (the “2015 Series One Bonds”), General Obligation Bonds, 2015A Series Two (Non-AMT) (the “2015A Series Two Bonds”), General Obligation Bonds, 2015 Series Three (the “2015 Series Three Bonds”) (collectively, the “Refunded Governmental Bonds.”). -3- 4156-5903-1109.1 A portion of the Proceeds of the AMT Bonds will be used to currently refund certain of the Refunded Bond Bank Bonds, consisting of a portion of the Issuer’s outstanding General Obligation Bonds, 2015B Series Two (AMT) (the “2015B Series Two Bonds” or the “Refunded AMT Bonds”). The Refunded Bond Bank Bonds were each issued to acquire the Refunded Loans from the Refunded Borrowers as identified below. Refunded Bond Bank Bonds Bonds Borrower Allocable Proceeds of Bonds Refunded Project 2015 Series One Governmental City of Cordova $ 4,891,078.65 Educational facilities 2015 Series One Governmental City of Cordova $ 1,133,94.70 Road and related improvements 2015A Series Two Governmental City of Cordova $ 1,739,621.70 Cordova Center and related improvements 2014A Series One Governmental City and Borough of Juneau $ 3,793,133.10 Public seawalk 2015A Series Two Governmental City and Borough of Juneau $ 4,499,666.75 Harbor improvements 2014A Series One Governmental Kenai Peninsula Borough $ 8,285,068.65 Specialty health clinic 2015 Series Three Governmental Kodiak Island Borough $ 4,198,517.35 Public school improvements 2015 Series One Governmental City of Unalaska $ 12,813,911.10 Electrical generation facilities 2015B Series Two AMT City & Borough of Juneau $ 4,275,360.70 Cruise ship facilities 1.4 Single Issue. All the Bonds were sold to the Underwriters on March 25, 2025 (the “Sale Date”), pursuant to the same plan of financing, and are expected to be paid out of substantially the same source of funds. No other governmental obligations which are expected to be paid out of substantially the same source of funds as the Bonds have been or will be sold within the 31-day period beginning 15 days before the Sale Date pursuant to the same plan of financing as the Bonds. All of the Loans were acquired by the Issuer on the same date. 1.5 Multipurpose Issue. The Issuer hereby elects, pursuant to Treasury Regulations Sections 1.141-13(d), 1.150-1(c)(2) and 1.150-1(c)(3), to treat the Governmental Bonds and the AMT Bonds each as a separate issue of obligations for certain purposes, and to further allocate the Governmental Bonds to each of the Governmental Loans, and the AMT Bonds to each of the AMT Loans. The allocation of the Governmental Bonds and the AMT Bonds are as set forth in the pricing numbers attached as Exhibit B. Further, the Issuer has allocated the Bonds to each -4- 4156-5903-1109.1 Loan in such manner that the principal and interest payments on the allocated Bonds and the related Loan coincide in time and amount. 1.6 Definitions. Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Master Resolution and the Bond Resolution. Unless the context otherwise requires, the following capitalized terms have the following meanings: “Adjusted Gross Proceeds” means Gross Proceeds, adjusted as set forth in Treasury Regulations Section 1.148-7(c)(3). Thus, Adjusted Gross Proceeds generally means Gross Proceeds less the amounts held in the Bona Fide Debt Service Fund and in the Reserve Fund. “Bona Fide Debt Service Fund” means those funds and accounts (or portions of those funds and accounts) identified in Section 3.8 of this Tax Certificate. “Bond Year” means the period beginning on the Closing Date and ending on April 8, 2026 (or on an earlier date selected by the Issuer in accordance with Treasury Regulations Section 1.148-1(b)) and each successive one-year period thereafter. The last Bond Year will end on the last day on which any Bond is outstanding for federal tax purposes. “Borrower Reserve Funds” means the debt service reserve funds established by certain of the Borrowers with respect to their Loans. “Closing Date” means the date of this Tax Certificate. “Code” means the Internal Revenue Code of 1986 (including amendments thereto). “Governmental Unit” means any state, or political subdivision of a state, but excludes the United States and its agencies or instrumentalities. “Gross Proceeds” has the meaning used in Section 1.148-1(b) of the Treasury Regulations, and generally means all proceeds derived from or relating to the Bonds, including Sale Proceeds, Investment Proceeds, and other amounts expected to be used to pay debt service on the Bonds. “Investment Proceeds” means earnings received from investing and reinvesting Sale Proceeds and from investing and reinvesting such earnings. “Investment Property” means any security or obligation, any annuity contract, or any other investment-type property, but does not include any Tax-Exempt Bond unless such obligation is a “specified private activity bond” within the meaning of Section 57(a)(5)(C) of the Code. “Issuer Reserve Fund” means the debt service reserve fund established by the Issuer under the Master Resolution. “Net Sale Proceeds” means the Sale Proceeds allocable to the New Money Loans, minus the amount of such Sale Proceeds deposited in the Issuer Reserve Fund and the -5- 4156-5903-1109.1 Borrower Reserve Funds and minus the amount invested as part of the “minor portion” for such Loans, as described in Code Section 148(e). “New Money Portion” means the portion of the Bonds used to fund the New Money Loans and, through such New Money Loans, to pay costs of the Projects and certain deposits to Borrower Reserve Funds, and to pay related costs of issuance. “Nongovernmental Person” means any person or entity other than a Governmental Unit. “Nonpurpose Investment” means any Investment Property in which Gross Proceeds are invested. “Opinion of Counsel” means a written opinion of nationally recognized bond counsel to the effect that the exclusion from gross income for federal income tax purposes of interest on the Bonds will not be adversely affected. “Proceeds” means Sale Proceeds plus Investment Proceeds and Transferred Proceeds. “Project Fund” means the fund or funds established pursuant to any Bond Loan Agreement or otherwise to hold amounts used to finance Projects. “Rebate Requirement” means the amount of rebatable arbitrage computed as of the last day of any Bond Year pursuant to Section 1.148-3 of the Treasury Regulations. “Refunding Portion” means the portion of the Bonds used to refund the refunded Bonds and pay associated costs of issuance. “Reserve Limitation” shall mean an amount equal to the lesser of (i) 10% of the original principal amount of the Bonds, (ii) maximum annual debt service on the Bonds, or (iii) 125% of average annual debt service on the Bonds. In the alternative, such test may be applied with reference to all Obligations secured by the Issuer Reserve Fund and the Borrower Reserve Funds. “Sale Proceeds” means the amount of $59,091,990.20, comprising the principal amount of the Governmental Bonds ($41,900,000), plus original issue premium thereon ($2,995,487.50), plus the principal amount of the AMT Bonds ($13,670,000), plus original issue premium thereon ($526,502.70). “Tax-Exempt Bond” means any obligation the interest on which is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code or Section 103 of the Internal Revenue Code of 1954, as amended (the “1954 Code”), and Title XIII of the Tax Reform Act of 1986, as amended, as well as stock in a regulated investment company to the extent at least 95 percent of income to the stockholder is treated as interest that is excludable from gross income under Section 103 of the Code. “Yield” means that discount rate described in Section 3.14 of this Tax Certificate. -6- 4156-5903-1109.1 1.7 Issuer Reliance on Other Parties. The Borrowers will execute Loan Agreements and Tax Certificates with respect to the Loans. Such documents include various representations and covenants of each Borrower relating to federal tax matters. The expectations of the Issuer concerning certain uses of the proceeds of the Bonds and certain other moneys described herein and other matters are based in whole or in part upon representations of other parties set forth in this Tax Certificate or exhibits hereto and documents referred to herein. For example, each of the Borrowers’ Loans has been issued as an issue of Tax-Exempt Bonds, with respect to which each Borrower’s Bond Counsel has rendered an opinion as to their tax status (the “Borrower’s Bond Counsel Opinion”), and each of the Borrowers has delivered a Tax Certificate in support of the related Borrower’s Bond Counsel Opinion (the “Borrower Tax Certificates”). The Issuer is not aware of any facts or circumstances that would cause it to question the accuracy or reasonableness of any representation made in this Tax Certificate or exhibits hereto and documents referred to herein. 1.8 General Tax Covenant of Issuer. The Issuer hereby covenants to take any action or refrain from taking any action, and to cause the Borrowers to take any action or refrain from taking any action, in order to maintain the exclusion from gross income of interest on the Bonds. ARTICLE II REPRESENTATIONS, CERTIFICATIONS, EXPECTATIONS AND WARRANTIES RELATING TO GENERAL TAX MATTERS 2.1 Application of Sale Proceeds and Other Amounts. 2.1.1 Sale Proceeds. The Sale Proceeds will be used as set forth in Exhibit B. 2.1.2 Proceeds of Refunded Bonds. As described in the Borrower Tax Certificates for the Refunded Loans and shown in Exhibit B, certain amounts held in Borrower Reserve Funds are being released to used to refund a portion of the Refunded Bonds Bank Bonds. Remaining amounts held in the Borrower Reserve Funds will be retained as security for such Refunded Loans. 2.1.3 Costs of Issuance. A portion of the costs of issuance is being paid from Proceeds of the Loans. In addition, the Issuer is making a contribution from sources other than Proceeds to pay a portion of the costs of issuance of allocable to the Bonds benefiting each of the Borrowers. 2.2 Expenditure of Gross Proceeds. For purposes of this Tax Certificate, Gross Proceeds will be treated as spent when they are: (i) used by the Issuer or the Borrowers for costs of issuing the Bonds or the Loans, (ii) used by the Borrowers to pay capital expenditures of the Projects, (iii) used to pay principal or interest on the Refunded Bonds, or (iv) used for miscellaneous expenditures described in Treasury Regulations Section 1.148-6(d)(3)(ii). 2.3 Governmental Bond Status of the Governmental Bonds. The Issuer and the Governmental Borrowers have not loaned more than 5% of the Sale proceeds of the Refunded -7- 4156-5903-1109.1 Bonds (or the Refunded Governmental Loans) to one or more Nongovernmental Persons, and absent an Opinion of Counsel, the Issuer will not loan Proceeds in an amount more than 5% of the Sale Proceeds to one or more Nongovernmental Persons. The Issuer and the Governmental Borrowers have not allowed, and absent an Opinion of Counsel, the Governmental Borrowers will not allow more than 10% of Proceeds or the Governmental Projects allocated to each Governmental Loan financed or refinanced by the Governmental Bonds to be used directly or indirectly by any Nongovernmental Person in any trade or business, other than as a member of the general public (a “Private Use”). For purposes of the preceding sentence, “10%” is reduced to “5%” for nongovernmental use of any facilities financed or refinanced from proceeds of the Governmental Bonds which are disproportionate to or not related to the governmental purposes of the Governmental Bonds. Absent an Opinion of Counsel, for purposes of this Section 2.3, a Nongovernmental Person will be treated as “using” Bond proceeds to the extent the Nongovernmental Person: (a) borrows Proceeds, (b) acquires ownership of any portion or component of the Governmental Projects; (c) leases any portion or component of the Governmental Projects; (d) manages or operates the Governmental Projects, except pursuant to a contract that meets the safe harbor requirements of Revenue Procedure 2017-13 or successors thereto; (e) with respect to Governmental Projects that provide electrical, gas, or water utility services, to the extent a Nongovernmental Person acquires the output of such Governmental Projects except pursuant to standard rates and charges for utility service or pursuant to arrangements that meet the exceptions from private business use described in Treasury Regulation Section 1.141-7(f); or (f) enters into other arrangements for use of the Governmental Projects that convey special legal entitlements for use of the Governmental Projects to such Nongovernmental Person, such as priority rights to use or capacity of the Governmental Projects. Sale Proceeds of the New Money Portion of the Governmental Bonds will be used to pay costs of issuing the Governmental Bonds and to make the Governmental Loans, and Sale Proceeds of the Refunding Portion of the Governmental Bonds will be used to refund the Refunded Bonds that are Governmental Bonds and to pay costs of issuing the Governmental Bonds. Each Governmental Loan will be a Tax-Exempt Bond and the Issuer has received an unqualified opinion of the Borrower’s respective bond counsel to that effect. As such, it will be established that each Borrower of Proceeds of the Governmental Bonds does not expect to and shall not perform any act, enter into any agreement, or use or permit more than 10% of the proceeds of the Governmental Bonds relating to its Loan financed with Proceeds of the Governmental Bonds or its portion of the Governmental Projects to be used in any manner by a Nongovernmental Person unless the Governmental Borrower provides written notice to the -8- 4156-5903-1109.1 Issuer of the proposed act, agreement or use and the Borrower and the Issuer receives an Opinion of Counsel with respect to such act, agreement or use. 2.4 Qualified Private Activity Bond Status of the AMT Bonds. More than 10% of the AMT Projects will be treated as used in the trades or businesses of Nongovernmental Persons. Accordingly, as reflected in the Tax Certificates of the Borrowers of Proceeds of the AMT Bonds and herein, the AMT Borrowers and the Issuer have taken the following steps to ensure that the AMT Bonds are treated as qualified private activity bonds within the meaning of Section 141(e) of the Code: 2.4.1 Qualifying Costs. At least 95% of the Net Proceeds of the AMT Bonds have been or will be used, directly or by way of reimbursement, to acquire or construct property which either (i) constitutes airport facilities within the meaning of Section 142(a)(1) of the Code, or (ii) constitutes dock and wharf facilities within the meaning of Section 142(a)(2) of the Code, in each case the costs of which are chargeable to the capital accounts of property subject to the allowance for depreciation for federal income tax purposes ("Good Costs"). Good Costs do not include costs paid or incurred in respect of: (i) any lodging facility, (ii) any retail facility (including food and beverage facilities) in excess of a size necessary to serve passengers and employees at the port, (iii) any retail facility (other than parking) for passengers or the general public located outside the port terminals, (iv) any office building for individuals who are not employees of the Borrowers or other governmental unit, or any office space which is not located at the port facilities and is not directly related to the day-to- day operations of the port facilities, or (v) any industrial park or manufacturing facility. 2.4.2 No Imputed Proceeds. The purchase price of each obligation that is part of the AMT Bonds is at least 95% of the obligation's face amount. The stated interest rate of each obligation that is part of the AMT Bonds does not increase over the term of the obligation. 2.4.3 Governmental Ownership. The AMT Borrowers will each be the exclusive owners of their respective AMT Projects. Any lease that the AMT Borrowers shall enter into with respect to the AMT Projects will comply with the provisions of Section 142(b) of the Code; specifically, (i) the lessee under any such lease shall make an irrevocable election not to claim depreciation or an investment credit with respect to the leased property, (ii) the lease term shall not be more than 80% of the reasonably expected economic life of the leased property, and (iii) the lessee shall have no option to purchase the leased property other than at fair market value. 2.4.4 No Volume Cap Required. As described in Section 2.4.1 hereof, the AMT Borrowers have used or will use at least 95% of the Net Proceeds of the AMT Bonds, by way of financing or refinancing their respective AMT Projects, to provide either airport facilities and facilities functionally related and subordinate within the meaning of Section 142(a)(1) of the Code, or docks and wharves and facilities functionally related and subordinate thereto, within the meaning of Section 142(a)(2) of the Code. No private activity bond volume cap will be allocated to the AMT Bonds. -9- 4156-5903-1109.1 2.4.5 Limitation on Maturity. The weighted average maturity of the AMT Bonds is 18.9135 years. Based upon information in the Borrower Tax Certificates, 120% of the weighted average life of the AMT Projects is not more than 120% of the weighted average reasonably expected economic useful life of the AMT Projects. 2.4.6 Land Expenditures. Less than 25% of the Net Proceeds of the AMT Bonds will be used (directly or indirectly) to acquire land or be spent on costs chargeable to the capital account of land or interests in land. 2.4.7 Existing Facilities. None of the proceeds of the AMT Bonds have been or will be used to finance or refinanced the acquisition of any property (except for land and interests in land) unless such property was or is first used in connection with such acquisitions. 2.4.8 Prohibited Facilities. None of the proceeds of the AMT Bonds have been or will be used to finance or refinance any airplane, skybox or other private luxury box, health club facility, facility primarily used for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. 2.4.9 Public Hearing and Approval. On March 10, 2025, the Issuer caused to be posted, on the State of Alaska Online Public Notice website, a notice of public hearing regarding the Authority’s issuance of the AMT Bonds to finance or refinance the AMT Projects. Such hearing was held on March 17, 2025. At the hearing all interested persons were invited and given a reasonable opportunity to comment upon the nature and location of the AMT Projects and the financing thereof by the AMT Bonds. On March 18, 2025, the Governor of the State of Alaska, who is the “applicable elected representative” of the Authority, approved the issuance of the AMT Bonds. 2.4.10 Costs of Issuance. No more than 2% of the Sale Proceeds of the AMT Bonds will be used to pay costs of issuing the AMT Bonds or any other obligations. Costs of issuance properly allocable to the AMT Bonds in excess of such limitation, if any, shall be paid from other available moneys of the Borrower or the Issuer not including proceeds of the AMT Bonds or other Tax-Exempt Obligations of the Issuer or the AMT Borrowers. 2.5 Change in Use. Based in part on each Borrower’s expectations identified in its respective Borrower Tax Certificate, the Issuer reasonably expects that (i) all Proceeds of the Governmental Bonds and the Governmental Projects will be used as set forth in Section 2.3 of this Tax Certificate for the entire stated term to maturity of the Governmental Bonds, and (ii) all Proceeds of the AMT Bonds and the AMT Projects will be used as set forth in Section 2.4 of this Tax Certificate for the entire stated term to maturity of the AMT Bonds. Absent an Opinion of Counsel, the Issuer will take such actions, or if applicable, avoid taking such actions, to ensure that all Proceeds of the Bonds and the Projects are used as set forth in Section 2.3 and Section 2.4, respectively, of this Tax Certificate. 2.6 Registered Form. The Bonds are being issued in registered form. -10- 4156-5903-1109.1 2.7 Federal Guarantee. The Issuer will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the Issuer or any related party or take or omit to take any action that would cause the Bonds to be obligations that are “federally guaranteed” within the meaning of Section 149(b) of the Code. In furtherance of this covenant, the Issuer will not allow the payment of principal or interest with respect to the Bonds to be guaranteed (directly or indirectly) in whole or in part by the United States or any agency or instrumentality thereof. Except as provided in the next sentence, the Issuer will not use 5% or more of the proceeds of the Bonds to make or finance loans the payment of principal or interest with respect to which is guaranteed in whole or in part by the United States or any agency or instrumentality thereof, nor will it invest 5% or more of the proceeds in federally insured deposits or accounts. The preceding sentence shall not apply to: (a) investments in the Project Funds during the temporary period described in Section 3.4 of this Tax Certificate; (b) investments in the Issuer Reserve Fund and the Borrower Reserve Funds; (c) investments in the Bona Fide Debt Service Fund; and (d) investments in obligations issued by the United States Department of the Treasury. 2.8 Information Reporting. The Issuer will cause a properly completed and executed IRS Form 8038-G and Form 8038 to be filed with respect to the Governmental Bonds and the AMT Bonds, respectively, no later than August 15, 2025. 2.9 Pool Bonds. The Issuer will loan at least 95% of the Sale Proceeds of the Bonds on the Closing Date to the Borrowers. 2.10 No Hedge Bonds. On the respective dates that each of the Refunded Bonds were issued (or bonds of the Issuer or Borrowers refunded by the Refunded Bonds), the Issuer reasonably expected that more than 85% of proceeds of each such obligation would be expended for governmental purposes within three years. Not more than 50% of proceeds of the Refunded Bonds was invested in Nonpurpose Investments having a substantially guaranteed yield for four years or more. As of the Closing Date, each of the Borrowers of the New Money Loans has represented, in its Borrower Tax Certificate, that at least 85% of the Net Proceeds of the respective New Money Loan will be expended for the governmental purposes of such Loan within three years. Not more than 50% of proceeds of such New Money Loans will be invested in Nonpurpose Investments having a substantially guaranteed yield for four years or more. 2.11 Refunding. Proceeds of the Refunding Portion of the Bonds will be used on the Closing Date to redeem the Refunded Bonds. Except for such amounts, no Proceeds of the Bonds will be used by the Issuer or any Borrower to pay principal, interest or call premium on any other governmental obligations. -11- 4156-5903-1109.1 ARTICLE III REPRESENTATIONS, CERTIFICATIONS, EXPECTATIONS AND WARRANTIES OF THE ISSUER RELATING TO ARBITRAGE 3.1 Reasonable Expectations. This Article III states the reasonable expectations of the Issuer with respect to the amounts and uses of the proceeds of the Bonds and certain other funds. 3.2 No Replacement Proceeds. No portion of the proceeds of the Bonds will be used directly or indirectly to replace funds of the Issuer or of any of the Borrowers or any related person if such funds are or will be used directly or indirectly to acquire investment property reasonably expected to produce a yield materially higher than the yield on the Bonds. The weighted average maturity of the Bonds does not exceed 120% of the expected weighted average economic useful life of the Projects. The weighted average maturity of each Loan does not exceed 120% of the expected weighted average economic useful life of the Projects financed or refinanced by such Loan. 3.3 No Abusive Arbitrage Device. The Bonds are not and will not be part of a transaction or series of transactions that attempts to circumvent the provisions of Section 148 of the Code, or any successor thereto, and the regulations promulgated thereunder or under any predecessor thereto, (i) enabling the Issuer, any of the Borrowers or any related person, to exploit the difference between tax-exempt and taxable interest rates to gain a material financial advantage, and (ii) increasing the burden on the market for tax-exempt obligations in any manner, including, without limitation, by selling bonds that would not otherwise be sold or selling more bonds, or issuing them sooner, or allowing them to remain outstanding longer, than would otherwise be necessary. 3.4 Overissuance. Proceeds from the sale of the Bonds and anticipated investment earnings thereon do not exceed the amount necessary for the purposes of the Bonds. 3.5 Yield on the Loans. The Issuer has made or will make the Loans at various interest rates and over various terms. All of the Loans are and will continue to be Tax-Exempt Bonds. 3.6 Funds and Accounts. Pursuant to the Master Resolution and the Series Resolution, the Issuer has established the following Accounts: Debt Service Fund Interest Account Principal Account Redemption Account Issuer Reserve Fund Operating Fund Rebate Fund -12- 4156-5903-1109.1 Pursuant to the Loan Agreements, each Borrower of a New Money Loan has created the following funds and accounts with respect to its Loan (or will, for ease of reference, be referred to as having created): Project Fund Costs of Issuance Fund In addition, each Borrower whose Loan Agreement is not secured by a General Obligation pledge has created a Borrower Reserve Fund. 3.7 Receipts and Revenues. The Bonds are general obligations of the Issuer payable principally from amounts received by the Issuer or the Trustee from or with respect to the Loans or other loans made with Proceeds of other Debt Obligations of the Issuer issued under the Master Resolution and any other amounts including investment earnings on Bond proceeds held in funds under the Master Resolution (except the Rebate Account to the extent of the Rebate Requirement) established pursuant to the Resolutions (the “Receipts and Revenues”). 3.8 Debt Service Fund and Accounts. Under the Master Resolution, all payments on the Loans are to be deposited in the Debt Service Fund and applied as provided in the Master Resolution. Revenues that are used to pay debt service with respect to the Bonds are expected to equal or exceed debt service on the Bonds during each payment period. The Debt Service Fund (to the extent of amounts transferred to the Interest Account, the Principal Account, and the Redemption Account) (hereinafter such funds and accounts to be collectively referred to as the “Debt Service Fund”) will be used primarily to achieve a proper matching of revenues and debt service within each Bond Year. To the extent the Debt Service Fund is expected to be depleted in the aggregate at least once a year except for a carryover amount not to exceed the greater of the prior year’s earnings on such fund or 1/12th of the prior year’s debt service on the Bonds, it will be referred to herein as the “Bona Fide Debt Service Fund.” Amounts deposited to the Debt Service Fund are expected to be spent within thirteen months after the date of such deposit. 3.9 Eligibility for Temporary Period. Based on the representations of the Borrowers as set forth in the Borrower Tax Certificates, the Issuer reasonably expects that at least 85 percent of the Net Sale Proceeds of the New Money Portion of the Bonds will be allocated to expenditures for the Projects and costs of issuance of the New Money Portion of the Bonds within three years after the Closing Date. Each of the Borrowers of the New Money Loans has represented, in its Borrower Tax Certificate, that it has incurred or expects to incur within six months after the Closing Date a substantial binding obligation to a third party for costs of its New Money Project involving an expenditure of at least 5 percent of the Net Sale Proceeds of the New Money Portion of the Bonds allocable to such purpose. Each of the Borrowers of the New Money Loans has represented, in its Borrower Tax Certificate, that it reasonably expects that completion of respective New Money Project and the allocation of the Net Sale Proceeds of the New Money Portion of the Bonds to costs of such Project will proceed with due diligence. 3.10 Refunding. Proceeds of the Refunding Portion of the Bonds and certain other funds identified in Exhibit B will be used on the Closing Date to refund the Refunded Bonds. -13- 4156-5903-1109.1 Proceeds to be used to repay the Refunded Bonds are eligible to be invested without regard to yield for up to 90 days, but will be spent on the Closing Date. 3.11 Debt Service Reserve Funds 3.11.1 Issuer Reserve Fund. The Issuer Reserve Fund serves as a parity reserve fund for the Bonds and other obligations on a parity with the Bonds, and is requires to be maintained at the Reserve Limitation amount, measured on a parity basis. No Sale Proceeds of the Bonds will be used to fund the Issuer Reserve Fund, as such Fund has previously been funded by the Issuer from proceeds of other Debt Obligations issued on a parity with the Bonds. The Financial Advisor has certified that the maintenance of the Issuer Reserve Fund at the levels specified in the Resolution is reasonably required in order to market the Bonds at the yields set forth in the Official Statement. See Exhibit C. 3.11.2 Borrower Reserve Funds. The Issuer requires each Borrower (other than Borrowers whose Loans have been issued on a general obligation basis) to maintain a debt service reserve fund to secure the repayment of its Loan. The Financial Advisor has certified that the funding of the Borrower Reserve Funds is reasonably required to secure repayment of the Loans to the Issuer. See Exhibit C. Proceeds of the Refunded Bonds held in the Borrower Reserve Funds will become Transferred Proceeds of the Bonds. 3.11.3 Tax Limitations on Reserve Funds. No Proceeds are being used to fund the Issuer Reserve Fund. The amount of Proceeds of the Bonds used to fund the Borrower Reserve Funds does not exceed 10% of the Proceeds of the AMT Bonds. Amounts in the Issuer Reserve Fund allocable to the Bonds as Gross Proceeds of the Bonds will be subject to yield restriction to the extent such amounts exceed the Reserve Limitation. Amounts in the Borrower Reserve Funds allocable to each Loan, when measured in the aggregate with the Issuer Reserve Fund, are expected to be in excess of the Reserve Limitation, and the Loan Agreements require the Borrowers to yield restrict their Borrower Reserve Funds allocable to the Bonds to the yield on the Bonds. 3.12 Rebate Fund. The Issuer covenants not to use moneys on deposit in any fund or account in connection with the Bonds in a manner which will cause the Bonds to be arbitrage bonds within the meaning of Section 148 of the Code. To that end, the Rebate Fund has been created. Moneys in the Rebate Fund are neither pledged to nor expected to be used to pay debt service on the Bonds. 3.13 Issue Price. Based upon the advice of the Underwriter, attached hereto as Exhibit A, except for the Governmental Bonds maturing in 2025 and 2037 and the AMT Bonds maturing in 2032, 2033, and 2040, the first price at which at least 10% of each maturity of the Bonds was sold to the general public was at the initial offering prices set forth on Exhibit A. With respect to the Governmental Bonds maturing in 2025 and 2037, and the AMT Bonds maturing in 2032, 2033, and 2040, such Bonds were offered to the public on the Sale Date, and the Underwriters agreed that they would not offer or sell such maturity of the Bonds at a price higher than such price until the earlier of (i) the close of the fifth business day after the Sale Date or (ii) the date on which at least 10% of such maturity of such maturity of the Bonds has been sold to the public -14- 4156-5903-1109.1 at a price no higher than price reflected on Exhibit A. Based on such representations, the issue price of the Bonds is $59,091,990.20. 3.14 Yield. For purposes of this Tax Certificate, yield is calculated as set forth in Section 148(b) of the Code and Treasury Regulations Sections 1.148-4 and 1.148-5. Thus, yield on the Bonds or yield on Investment Property generally means that discount rate which, when used in computing the present value of all unconditionally payable payments representing principal adjusted, as required, for any substantial discounts, interest and costs of qualified guarantees, produces an amount equal to the issue price of the Bonds or the purchase price of the Investment Property, as appropriate. As described in Section 3.13, the Issue Price of the Bonds is $ 59,097,039.15. The yield on the Bonds has been calculated to be 3.715369%. 3.15 Qualified Hedge. No contract (such as an interest rate swap or cap) has been and (absent an Opinion of Counsel) no contract will be entered into such that failure to take the contract into account would distort the yield on the Bonds or otherwise would fail clearly to reflect the economic substance of the transaction. 3.16 Permitted Investment Without Regard To Yield Restriction. Amounts identified below may be invested without regard to yield for the periods set forth below, in each case, except as otherwise indicated, measured from the Closing Date: Fund Period Project Funds and Costs of Issuance Fund (Sale Proceeds used to pay costs of New Money Projects and costs of issuance) 3 Years Project and Costs of Issuance Fund (Investment Proceeds used to pay costs of New Money Projects and costs of issuance) Later of 3 years or one year from date of receipt Bona Fide Debt Service Fund 13 months Amounts in Debt Service Fund not included in Bona Fide Debt Service Funds 30 days Reserve Funds (amounts not in excess of Reserve Limitation) In perpetuity Reserve Funds (amounts in excess of Reserve Limitation) None Rebate Fund (Proceeds)None Rebate Fund (other amounts)In perpetuity 3.17 Yield Restriction. Absent an Opinion of Counsel, if the sum of (A) any amounts in the Debt Service Fund other than amounts held in the Bona Fide Debt Service Fund, plus (B) any Sale Proceeds of the Bonds in the Costs of Issuance Funds and Project Funds held after April 8, 2028, plus (C) any Investment Proceeds of the Bonds in the Costs of Issuance Funds and Project Funds held more than one year after receipt, and (D) any Sale Proceeds or Investment Proceeds held in the Rebate Fund, at any time in the aggregate exceeds $100,000, such excess will be invested either (i) in Investment Property with a yield not exceeding the yield on the -15- 4156-5903-1109.1 Bonds, (ii) in assets that are not treated as Investment Property (e.g., Tax-Exempt Obligations), or (iii) in assets that satisfy the requirements for qualified yield reduction payments set forth in Treasury Regulations Section 1.148-5(c), subject to the limitation set forth in Section 1.148- 10(b)(1)(ii) ARTICLE IV COVENANTS OF THE ISSUER WITH RESPECT TO REBATE; DEFINITIONS 4.1 Undertakings. Pursuant to the Resolutions, the Issuer has covenanted to comply with certain requirements of the Code. The Issuer acknowledges that the United States Department of the Treasury has issued regulations with respect to certain of these undertakings, including the proper method for computing whether any rebate amount is due to the federal government under Section 148(f) of the Code. (Treas. Reg. Sections 1.148-1 through 1.148-11, 1.150-1 and 1.150-2.) The Issuer further acknowledges that the United States Department of the Treasury may yet issue additional regulations with respect to certain other of these undertakings. The Issuer covenants that it will undertake to determine what is required with respect to the rebate provisions contained in Section 148(f) of the Code and said regulations from time to time and will comply with any requirements that may apply to the Bonds. Except to the extent inconsistent with any requirements of the Code or future regulations, the Issuer will undertake the methodology described in this Tax Certificate. Treasury Regulations Section 1.148- 9(h)(1)(ii) provides that the portions of the Bonds relating to each Loan, since each Loan is a Tax-Exempt Bond, will be treated as separate issues of Tax-Exempt Bonds with separate yields and requirements to make rebate payments. The Issuer will calculate and pay the Rebate Requirement with respect to the Bonds. Each of the Borrowers shall calculate and pay rebate with respect to its Loan. 4.2 Recordkeeping. The Issuer shall maintain or cause to be maintained detailed records with respect to each Nonpurpose Investment attributable to Gross Proceeds, including: (a) purchase date; (b) purchase price; (c) information establishing fair market value on the date such investment became a Nonpurpose Investment; (d) any accrued interest paid; (e) face amount; (f) coupon rate; (g) periodicity of interest payments; (h) disposition price; (i) any accrued interest received; and (j) disposition date. Such detailed recordkeeping is required to facilitate the calculation of the Rebate Requirement. 4.3 Rebate Requirement Calculation and Payment. (a) Subject to the exceptions described in Section 4.4 hereof, beginning at the end of the fifth Bond Year, the Issuer will prepare or cause to be prepared a calculation every five years of the Rebate Requirement consistent with the rules described in this Section 4.3. The Issuer will complete the calculations of the Rebate Requirement within 55 days after the close of each fifth Bond Year and within 55 days after the first date on which there are no outstanding Bonds. (b) For purposes of calculating the Rebate Requirement (i) the aggregate amount earned with respect to a Nonpurpose Investment shall be determined by assuming that the -16- 4156-5903-1109.1 Nonpurpose Investment was acquired for an amount equal to its fair market value (determined as provided in Section 1.148-5(d)(6) of the Treasury Regulations, as applicable) at the time it becomes a Nonpurpose Investment, and (ii) the aggregate amount earned with respect to any Nonpurpose Investment shall include any unrealized gain or loss with respect to the Nonpurpose Investment (based on the assumed purchase price at fair market value and adjusted to take into account amounts received with respect to the Nonpurpose Investment and earned original issue discount or premium) on the first date when there are no outstanding Bonds or when the investment ceases to be a Nonpurpose Investment. (c) The Issuer shall pay to the United States Department of the Treasury not later than 60 days after the end of the fifth Bond Year and each succeeding fifth Bond Year, an amount equal to 90% and, not later than 60 days after the first date when there are no outstanding Bonds, an amount equal to 100% of the Rebate Requirement (determined as of the end of the immediately preceding Bond Year), all as set forth in Section 1.148-3 of the Treasury Regulations. (d) Each payment required to be made pursuant hereto shall be filed with the Internal Revenue Service Center, Ogden Utah, on or before the date such payment is due, and shall be accompanied by Form 8038-T. The Issuer shall retain records of the calculations required by this Section 4.3 until six years after the retirement of the last of the Bonds. 4.4 Exceptions from Rebate Requirement. (a) Bona Fide Debt Service Fund Exception. To the extent the requirements of Section 3.10 of this Tax Certificate are satisfied in any Bond Year, the Bona Fide Debt Service Fund will be exempted from the Rebate Requirement for such Bond Year. (b) Issuer Exempt. The Issuer is exempt from the rebate requirement for all Gross Proceeds, except for Gross Proceeds held in the Debt Service Fund (as defined in Section 3.8 of this Tax Certificate), so long as each Borrower is satisfying the rebate requirement for its Loan. 4.5 Investments and Dispositions. (a) General Rule. No Investment Property may be acquired with Gross Proceeds for an amount (including transaction costs, except as otherwise provided in Section 1.148-5(e) of the Treasury Regulations) in excess of the fair market value of such Investment Property. No Investment Property may be sold or otherwise disposed of for an amount (including transaction costs, except as otherwise provided in Section 1.148-5(e) of the Treasury Regulations) less than the fair market value of the Investment Property. (b) Fair Market Value. In general, the fair market value of any Investment Property is the price a willing buyer would pay to a willing seller to acquire the Investment Property, with no amount paid artificially to reduce or increase the yield on such Investment Property. This Section 4.5 describes various safe harbors for determining fair market value. With an Opinion of Counsel, other methods may be used to establish fair market value, provided, however, that such methods comply with the requirements of Section 1.148-5(d)(6) of the Treasury Regulations. -17- 4156-5903-1109.1 (c) Arm’s-length Purchases and Sales. If Investment Property is acquired pursuant to an arm’s length transaction without regard to any amount paid to reduce the yield on the Investment Property, the fair market value of the Investment Property shall be the amount paid for the Investment Property (without increase for transaction costs, except as otherwise provided in Section 1.148-5(e) of the Treasury Regulations). If Investment Property is sold or otherwise disposed of in an arm’s length transaction without regard to any reduction in the disposition price to reduce the Rebate Requirement, the fair market value of the Investment Property shall be the amount realized from the sale or other disposition of the Investment Property (without reduction for transaction costs, except as otherwise provided in Section 1.148-5(e) of the Treasury Regulations). (d) SLGS. If a United States Treasury obligation is acquired directly from or disposed of directly to the United States Department of the Treasury (as in the case of the United States Treasury Securities - State and Local Government Series), such acquisition or disposition shall be treated as establishing a market for the obligation and as establishing the fair market value of the obligation. (e) Investment Contracts. The purchase price of any Investment Property acquired pursuant to an investment contract (within the meaning of Section 1.148-1(b) of the Treasury Regulations) shall be determined as provided in Section 1.148-5 of the Treasury Regulations. No investment contract shall be acquired with Gross Proceeds unless the requirements of Section 1.148-5 of the Treasury Regulations are satisfied. With respect to any investment contract, the Issuer will obtain from any provider of the investment contract, broker thereof or other party, such information, certification or representation as will enable the Issuer to determine that these requirements are satisfied. (f) General Rule. Pursuant to Section 1.148-5 of the Treasury Regulations, the purchase price of an investment contract will be considered to be fair market value if: (1) the Issuer makes (or has made on its behalf) a bona fide written solicitation for the investment contract, timely forwarded to potential providers. The solicitation specifies all the material terms of the investment contract (i.e., all the terms that could directly or indirectly affect the yield or the cost of the investment). The solicitation has a legitimate business purpose (i.e., a purpose other than to increase the purchase price or reduce the yield) for every term of the bid specification. The terms of the solicitation take into account the Issuer’s reasonably expected deposit and drawdown schedule for the amounts to be received; (2) all bidders have an equal opportunity to bid so that, for example, no bidder is given the opportunity to review other bids (a last look) before bidding; (3) the Issuer solicits bids from at least three (3) investment contract providers with established industry reputations as competitive providers of investment contracts; (4) the Issuer includes in the bid specifications a statement to potential bidders that by submitting a bid, the provider is making certain representations that the bid is -18- 4156-5903-1109.1 bona fide, and specifically that 1) the bidder did not consult with any other potential provider about its bid, 2) the bid was determined without regard to any other formal or informal agreement that the potential provider had with the issuer or any other person, and 3) the bid was not submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements of Section 1.148-5 of the Treasury Regulations; (5) the Issuer receives at least three (3) bids from providers that do not have a material financial interest in the issue (the following investment contract providers are considered to have a material financial interest in the issue: 1) a lead underwriter in a negotiated underwriting, but only until 15 days after the issue date of the issue, 2) an entity acting as a financial advisor with respect to the purchase of the investment contract at the time the bid specifications were forwarded to potential providers; and 3) any related party to a provider that is disqualified for one of the two preceding reasons); (6) at least one (1) of the bids received by the Issuer that meets the requirements of the preceding paragraph is from an investment contract provider with an established industry reputation as a competitive provider of investment contracts; (7) if an agent for the Issuer conducts the bidding process, the agent does not bid; (8) the winning bid is the highest yielding bona fide bid (determined net of any broker’s fees); and (9) the provider of the investment contract certifies as to all administrative costs to be paid on behalf of the Issuer, including any fees paid as broker commissions in connection with the investment contract. (g) Deemed Acquisition or Sale. The fair market value of any Investment Property not directly purchased with Gross Proceeds for which there is an established securities market generally is the price at which a willing buyer would purchase Investment Property from a willing seller in a bona fide, arm’s length transaction. (h) Certificates of Deposit. The purchase price of a certificate of deposit issued by a commercial bank that has a fixed interest rate, a fixed principal payment schedule, a fixed maturity and a substantial penalty for early withdrawal, will be considered to be fair market value if: (1) the yield on the certificate of deposit is not less than the yield on reasonably comparable direct obligations of the United States; and (2) the yield on the certificate of deposit is not less than the highest published yield of the provider thereof which is currently available on comparable certificates of deposit offered to the public. (i) Broker Compensation. -19- 4156-5903-1109.1 (1) Guaranteed Investment Contracts. For purposes of computing the yield on any investment contract acquired through a broker, any compensation received by such broker, whether payable by or on behalf of the obligor or obligee of such investment contract may be taken into account in determining the cost of the investment contract to the extent that the amount of the fee the Issuer treats as a “qualified administrative cost” (within the meaning of Section 1.148-5(e)(2)(iii) of the Treasury Regulations): (i) is, in the Opinion of Bond Counsel, “reasonable” (within the meaning of Section 1.148- 5(e)(2)(i) of the Treasury Regulations), or (ii) does not exceed the lesser of: (a) $50,000 and (b) 0.2% of the amount of Gross Proceeds of the Bonds that the Issuer reasonably expects, as of date the investment contract is acquired, to be deposited in the investment contract over the term of the investment contract (i.e., the “computational base” within the meaning of Section 1.148-5(e)(2)(iii)(B)(2)(i) of the Treasury Regulations) or, if more, $5,000; and with respect to the Bonds, the Issuer does not treat as qualified administrative costs more than $141,000 in brokers’ commissions or similar fees with respect to all investment contracts and investments for yield restricted defeasance escrows purchased with Gross Proceeds of the Bonds. The dollar amounts specified in this Section 4.5(h)(1) are subject to the cost-of-living adjustment provided in Section 1.148-5(e)(2)(iii)(B) of the Treasury Regulations. (2) Securities in a Yield Restricted Defeasance Escrow. For purposes of computing the yield on any investment securities in an Escrow Account acquired through a broker, any compensation received by such broker, whether payable by or on behalf of the obligor or obligee of such investment securities may be taken into account in determining the cost of the investment securities to the extent that the amount of the fee the Issuer treats as a “qualified administrative cost” (within the meaning of Section 1.148-5(e)(2)(iii) of the Treasury Regulations): (i) is, in the Opinion of Bond Counsel, “reasonable” (within the meaning of Section 1.148-5(e)(2)(i) of the Treasury Regulations), or (ii) does not exceed the lesser of: (a) $50,000 and (b) 0.2% of the amount of Gross Proceeds of the Bonds invested in the investment securities (i.e., the “computational base” within the meaning of Section 1.148-5(e)(2)(iii)(B)(2)(ii) of the Treasury Regulations) or, if more, $5,000; and with respect to the Bonds, the Issuer does not treat as qualified administrative costs more than $141,000 in brokers’ commissions or similar fees with respect to all investments for yield restricted defeasance escrows and investment contracts purchased with Gross Proceeds of the Bonds. The dollar amounts specified in this Section 4.5(h)(2) are subject to the cost-of-living adjustment provided in Section 1.148-5(e)(2)(iii)(B) of the Treasury Regulations. 4.6 Segregation of Proceeds. In order to perform the calculations required by the Code, it is necessary to track separately all of the Gross Proceeds. To that end, the Issuer shall cause to be established separate accounts or subaccounts, or shall cause the Trustee to take such other accounting measures as are necessary in order to account fully for all Gross Proceeds. 4.7 Filing Requirements. The Issuer will file or cause to be filed such reports or other documents with the Internal Revenue Service as are required by the Code. -20- 4156-5903-1109.1 4.8 Post Issuance Compliance Procedures. The Issuer has adopted written post- issuance compliance procedures to facilitate post-issue compliance with the covenants contained in this Tax Certificate. Each of the Borrowers has adopted written post-issuance compliance procedures to assure post-issuance compliance with the covenants contained in each Borrower Tax Certificate. ARTICLE V OTHER MATTERS 5.1 The undersigned is an authorized representative of the Issuer and is acting for and on behalf of the Issuer in executing this Tax Certificate. To the best of the knowledge and belief of the undersigned, there are no other facts, estimates or circumstances that would materially change the expectations as set forth herein, and said expectations are reasonable. [SIGNATURE PAGE FOLLOWS] A-1 4156-5903-1109.1 EXHIBIT A $41,900,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONBONDS, 2025SERIES ONE (NON-AMT) $13,670,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONBONDS, 2025SERIES TWO (AMT) The undersigned, on behalf of RBC Capital Markets, LLC (the “Underwriter”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Sale of the General Rule Maturities. As of the date of this Certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold-the-Offering-Price-Maturities. (a) The Underwriter offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the 2025 Series One and Two Bonds is attached to this Certificate as Schedule B. (b) As set forth in the Purchase Agreement, the Underwriter has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the- offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the 2025 Series One and Two Bonds during the Holding Period for such Maturity. 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” A-2 4156-5903-1109.1 (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (April 1, 2025), or (ii) the date on which the Underwriters have sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means the Alaska Municipal Bond Bank. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or the Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a Related Party (as such terms are defined below) to the Underwriter. (g) A purchaser of any of the Bonds is a Related Party to the Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (h) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is March 25, 2025. (i) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Bond Bank with respect to certain of the representations set forth in the Tax Certificate pertaining to the Bonds, dated the date of the Closing, executed and delivered by the Bond Bank, and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe, LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G and 8038, and other federal income tax advice that it may give to the Bond Bank from time to time relating to the Bonds. A-34156-5903-1109.1 DATED: April 8, 2025 RBC Capital Markets, LLC, as Underwriter By: Name: ________________________________ Title: _________________________________ A-4 4156-5903-1109.1 Schedule A Sale Prices $41,900,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONANDREFUNDING BONDS, 2025SERIES ONE (NON-AMT) Maturity Date (December 1) Principal Amount Interest Rate Yield Price General Rule Hold-the Price 2025 $4,830,000 5.000% 2.820%101.384 X 2026 5,485,000 5.000 2.840 103.448 X 2027 5,760,000 5.000 2.860 105.415 X 2028 6,055,000 5.000 3.000 106.857 X 2029 2,770,000 5.000 3.050 108.385 X 2030 2,905,000 5.000 3.140 109.552 X 2031 3,050,000 5.000 3.200 110.697 X 2032 3,200,000 5.000 3.330 111.188 X 2033 2,710,000 5.000 3.420 111.737 X 2034 1,175,000 5.000 3.540 111.839 X 2035 1,095,000 5.000 3.590 111.406(c)X 2036 475,000 5.000 3.730 110.206(c)X 2037 505,000 5.000 3.800 109.611(c)X 2038 530,000 5.000 3.820 109.442(c)X 2039 200,000 5.000 3.890 108.852(c)X 2040 210,000 5.000 3.990 108.017(c)X 2041 220,000 5.000 4.090 107.188(c)X 2042 230,000 5.000 4.200 106.286(c)X 2043 240,000 5.000 4.320 105.313(c)X 2044 255,000 5.000 4.410 104.589(c)X ___________________ (c) Priced to first optional redemption date of December 1, 2034 at par. A-5 4156-5903-1109.1 $13,670,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONANDREFUNDING BONDS, 2025SERIES TWO (AMT) Maturity Date (December 1) Principal Amount Interest Rate Yield Price General Rule Hold-the Price 2025 $1,035,000 5.000% 3.450%100.979 X 2026 1,190,000 5.000 3.460 102.440 X 2027 1,250,000 5.000 3.460 103.859 X 2028 1,320,000 5.000 3.550 104.915 X 2029 205,000 5.000 3.630 105.805 X 2030 210,000 5.000 3.720 106.461 X 2031 220,000 5.000 3.770 107.167 X 2032 230,000 5.000 3.880 107.345 X 2033 245,000 5.000 3.930 107.775 X 2034 260,000 5.000 4.080 107.271 X 2035 270,000 5.000 4.130 106.859(c)X 2036 285,000 5.000 4.230 106.042(c)X 2037 300,000 5.000 4.310 105.393(c)X 2038 315,000 5.000 4.330 105.232(c)X 2039 335,000 5.000 4.410 104.589(c)X 2040 350,000 5.000 4.520 103.713(c)X $2,050,000 5.250% Term Bond due December 1, 2045; Yield: 4.810%; Price: 103.357(c) (General Rule Maturity) $2,350,000 5.500% Term Bond due December 1, 2050; Yield: 4.860%; Price: 104.875(c); (General Rule Maturity) $1,250,000 5.000% Term Bond due December 1, 2054; Yield: 5.010%; Price: 99.839; (General Rule Maturity) ___________________ (c) Priced to first optional redemption date of December 1, 2034 at par. A-6 4156-5903-1109.1 Schedule B Pricing Wire or Equivalent Communication 4156-5903-1109.1 EXHIBIT B PRICING NUMBERS C-1 4156-5903-1109.1 EXHIBIT C Certificate of PFM Financial Advisors LLC $41,900,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONANDREFUNDING BONDS, 2025SERIES ONE (NON-AMT) $13,670,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONANDREFUNDING BONDS, 2025SERIES TWO (AMT) PFM Financial Advisors LLC has served as financial advisor to the Alaska Municipal Bond Bank (the “Issuer”) in connection with the issuance by the Bond Bank of its General Obligation Bonds, 2025 Series One and Two (the “Bonds”). Pursuant to General Obligation Bond Resolution, adopted by the Board of Directors of the Issuer on July 13, 2005 (the “Master Resolution”) and Resolution No. 2024-02, adopted on December 10, 2024 (the “Series Resolution”) with respect to the Bonds, (1) each governmental entity borrowing funds through the Issuer (a “Borrower”), with the exception of entities borrowing on a general obligation basis, is required to maintain a debt service reserve fund to secure payment of debt service under the loans made by the Issuer to the Borrowers pursuant to a Loan Agreement by and between the Issuer and the Borrower and (2) the Issuer is required to maintain a debt service reserve fund in the amount of the Reserve Requirement specified in the Master Resolution (the “Issuer Reserve Fund”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Tax Certificate relating to the Bonds dated the date hereof, to which this certificate is attached as an exhibit. On behalf of the Financial Advisor, the undersigned hereby certifies and represents as follows: (1) The amounts required to be retained in the Issuer Reserve Fund and the Borrower Reserve Funds, which, together, function as a debt service reserve fund for the Bonds and other obligations of the Issuer issued on a parity with the Bonds, are reasonably required, in that any significant reduction in the size of such amounts would have had a material adverse impact on the underwriters’ ability to sell the Bonds at the prices corresponding to the yields indicated in the Official Statement for the Bonds, dated March 25, 2025. The undersigned understands and acknowledges that the Issuer may rely on this certificate in making certain of the representations contained in a certificate the Issuer executes in connection with the issuance of the Bonds, and further understands that Orrick, Herrington & Sutcliffe LLP as Bond Counsel may rely upon this certificate, among other things, in rendering certain opinions relating the Bonds. The undersigned makes no representations as to the legal sufficiency of the information set forth in this certificate for purposes of complying with the Code or for any other purpose. C-2 4156-5903-1109.1 The undersigned understands and acknowledges that the Issuer may rely on this certificate in making certain of the representations contained in a certificate the Issuer executes in connection with the issuance of the Bonds, and further understands that Orrick, Herrington & Sutcliffe LLP as Bond Counsel may rely upon this certificate, among other things, in rendering certain opinions relating the Bonds. The undersigned makes no representations as to the legal sufficiency of the information set forth in this certificate for purposes of complying with the Code or for any other purpose. Dated: April 8, 2025 PFM FINANCIAL ADVISORS LLC By: __________________________________ SPECIMEN SPECIMEN SPECIMEN SPECIMEN SPECIMEN {01584827} 006789.00002 1584827v3 FEDERAL TAX CERTIFICATE KODIAK ISLAND BOROUGH, ALASKA $3,855,000 GENERAL OBLIGATION SCHOOL REFUNDING BOND, 2025 I, DORA CROSS, on behalf of Kodiak Island Borough, Alaska (the Borough ), certify as follows: 1. General. 1. 1 Responsible Officer. I am the Finance Director of the Borough and, as such, am an officer of the Borough responsible for issuing the Borough s $3,855,000 principal amount General Obligation Refunding School Bond, 2025 (the Bond ), dated, delivered and paid for on the same date as the date of this certificate (the Issue Date ). 1. 2 Purpose of Certificate. This certificate is executed to establish the facts, estimates and circumstances in existence on the Issue Date and the bona fide reasonable expectations of the Borough on the Issue Date as to future events in connection with the Bond for the purposes of the applicable provisions of the Internal Revenue Code of 1986, as amended (the Code ), and applicable Treasury Regulations under Sections 103, 141 and 148-150 of the Code . The Borough is delivering this Federal Tax Certificate to Jermain Dunnagan & Owens, P.C., Bond Counsel will reply in part on this Federal Tax Certificate in rendering its opinion that interest on the Bond is excluded from gross income under Section 103 of the Code. 1. 3 Reasonable Basis for Expectations. To the best of my knowledge, information and belief, this certificate accurately summarizes the facts, estimates and circumstances in existence on the Issue Date, and the expectations of the Borough on the Issue Date about future events in connection with the Bond are reasonable. The undersigned is aware of no fact, estimate or circumstance that would create any doubt regarding the accuracy or reasonableness of all or any portion of this certificate. 1. 4 Defined Terms. Capitalized words used but not otherwise defined in this certificate have the meaning set forth in Resolution FY2025-12 of the Borough, adopted by the Borough Assembly on January 16, 2025 (the Bond Resolution ). 2. Purpose of Issuing the Bond. 2. 1 The Bond. The Bond is being issued by the Borough to currently refund by {01584827} Kodiak Island Borough, Alaska Page 2 Federal Tax Certificate General Obligation School Refunding Bond, 2025 006789.00002 1584827v3 2.2 The Prior Bond. The Prior Bond was issued pursuant to ordinances and resolutions of the Borough, including Ordinance No. FY2010-03 and Resolution No. FY2016-05 adopted by the Borough Assembly on July 19, 2009 and August 20, 2015, respectively. The Prior Bond evidenced the obligation of the Borough to repay a loan made by to the Borough pursuant to the terms of a Loan Agreement, dated as of September 1, 2015, by and between the Bond Bank issued and sold its General Obligation Bonds, 2015 Series the Loan Agreement. On the date hereof, the Bond Bank is currently refunding the outstanding 2015 Bond Bank Bonds with proceeds of its General Obligation and Refunding Bonds, 2025 Series One (Non-AMT) , which allows the Borough to refund by exchange (pursuant to the terms of the Loan Agreement, as amended on the date hereof) the Refunded Bond and achieve debt service savings. All of the original proceeds allocable to the Prior Bond have been expended on school capital improvements. 2.3 Governmental Unit. The Borough is a local government unit of the State of Alaska. 3. Source and Disbursement of Proceeds. 3. 1 Expenditure of Proceeds of the Bond. The Borough sold the Bond to the Bond Bank for $4,198,517.35. Such amount represents the stated redemption price at maturity of the Bond of $3,855,000.00, plus original issue premium of $343,517.35. The Bond Bank purchased the Bond from proceeds of its 2025 Bond Bank Bonds. 3. 2 Funds Into Which Proceeds From the Issuance and Sale of the Bond and the 2025 Bond Bank Bonds Will Be Deposited. The proceeds received by the Borough from the issuance and sale of the Bond will be used and applied as follows: (i) $4,144,058.30 will be deposited with The Bank of New York Mellon, N.A. and used to pay the principal of and interest on the Refunded Bond on April 8, 2025. (ii) $13,211.23 will be allo (iii) $40,310.62 will be disbursed to pay other costs of issuance of the Bond. {01584827} Kodiak Island Borough, Alaska Page 3 Federal Tax Certificate General Obligation School Refunding Bond, 2025 006789.00002 1584827v3 (iv) $937,20 represents a rounding amount and will be used to pay debt service on the first interest payment date. 3. 3 Pre-Issuance Accrued Interest. The Bond is dated as of the initial delivery to the Bond Bank, and the Borough will receive no pre-issuance accrued interest. 3.4 Investment Proceeds. There are no investment proceeds with respect to the Bond because all of the proceeds of the Bond will be expended to refund the Refunded Bond and to pay costs of issuance of the Bond without being initially invested. 3.5 Transferred Proceeds. There are no transferred proceeds with respect to the Bond because all of the proceeds of the Refunded Bond have been or will be expended prior to the first dates on which amounts are disbursed to pay principal of the Refunded Bond. 3.6 No Replacement Proceeds. There are no amounts that have a sufficiently direct nexus to the Bond or to the governmental purpose of the Bond, including the expected use of amounts to pay debt service on the Refunded Bond, such that the amounts would have been used for such purpose if the proceeds of the Bond were not used or to be used for such purpose. (i) No Sinking Funds. There is no debt service fund, redemption fund, reserve fund, replacement fund, or similar fund reasonably expected to be used directly or indirectly to pay principal or interest on the Bond. (ii) No Pledged Funds. Other than amounts described herein, there is no amount that is directly or indirectly, other than solely by reason of the mere availability or preliminary earmarking, pledged to pay principal or interest on the Bond, or to a guarantor of pay or all of the Bond, so as to provide reasonable assurance that such amount will be available to pay principal or interest on the Bond if the Borough encounters financial difficulty. For purposes of this certification, an amount is treated as so pledged if it is held under an agreement to maintain the amount at a particular level for the direct or indirect benefit of the holders or the guarantor of the Bond. 3.7 Weighted Average Maturity. The weighted average maturity of the Bond is not greater than 120 percent of the weighted average estimated economic life of the portion of the project financed with proceeds of the Refunded Bond, determined in accordance with section 147(b) of the Code. Such weighted average estimated economic life is determined in accordance with the following assumptions: (a) the weighted average was determined by taking into account the respective costs of each of the assets financed by the Refunded Bond; (b) the reasonably expected economic life of an asset was determined as of the later of the date hereof or the date on which such asset was placed in service (i.e., available for use for the intended purposes of such asset); (c) the economic lives used in making this determination are not greater {01584827} Kodiak Island Borough, Alaska Page 4 Federal Tax Certificate General Obligation School Refunding Bond, 2025 006789.00002 1584827v3 than the useful lives used for depreciation under section 167 of the Code prior to the enactment of the current system of depreciation in effect under section 168 of the Code (i.e., the mid-point under the asset depreciation range system of section 167(m) of the Code, as set forth in Revenue Procedure 83-35, 1983-1 C.B. 745, where applicable, and the guideline Revenue Procedure 62-21, 1962- 2 C.B. 418, in the case of structures; and (d) land or any interest therein has not been taken into account in determining the average reasonably expected economic life of such project, unless 25 percent or more of the net proceeds of any issue is to be used to finance land. 4. Payment of Bond. 4.1 Debt Service Structure. The Bond is a general obligation bond of the Borough. The Bond matures on December 1, 2035. Principal of the Bond is payable annually in installments on December 1 of each year from 2025 through 2035, inclusive. Interest on the Bond is payable semiannually on each June 1 and December 1, commencing on December 1, 2025. The principal installments on the Bond due on or before December 1, 2034, are not subject to prepayment. The principal installment on the Bond due on or after December 1, 2035, is subject to prepayment in whole or in part at the option of the Borough on any date on or after December 1, 2034, at a price of 100% of the amount thereof to be prepaid plus accrued interest to the date of prepayment. 4.2 Source of Payment. The Bond is payable from the proceeds of taxes levied, assessed and collected on all of the taxable property located within the Borough and other funds available therefor. Those funds that are expected to be used to pay principal of or interest on the Bond will be deposited in a bond fund and used within 13 months of their deposit in such bond fund for payment of principal of or interest on the Bond. Such bond fund will be used primarily to achieve a proper matching of tax revenues of the Borough and debt service on the Bond within each bond year. It is expected that the Bond Fund will be depleted at least once a year (on each December 1), except for a reasonable carryover amount not expected to exceed the greater of one year's earnings on such bond fund or 1/12 of the annual debt service on the Bond. 5. Calculation of Yield on Bond. For purposes of this certificate, the yield on the Bond is deemed to be equal to the yield on the 2025 Bond Bank Bonds. The yield on the 2025 Bond Bank Bonds has been calculated as set forth in Section 148(b) of the Code and Section 1.148-4 and 1.148-5 of the Treasury Regulations. The yield on the Bond Bank Bonds has been calculated to be 3.715366 percent. Such determination as to yield has been made based on representations made by RBC Capital Markets, the underwriter of the 2025 Bond Bank Bonds, attached hereto as Exhibit A. 6. Bond Meets Other Arbitrage Requirements. {01584827} Kodiak Island Borough, Alaska Page 5 Federal Tax Certificate General Obligation School Refunding Bond, 2025 006789.00002 1584827v3 6.1 No Other Governmental Obligations Part of This Issue. There are no other obligations of the Borough that are being sold at substantially the same time (less than 15 days apart) as the Bond pursuant to the same plan of financing and that are reasonably expected to be paid from substantially the same source of funds. 6.2 No Replacement of Funds Invested in Higher Yielding Investments. No portion of the proceeds of the Bond will be used directly or indirectly to replace funds of the Borough invested in higher yielding investments. 6.3 No Abusive Arbitrage Device. The primary, bona fide governmental purpose of issuing the Bond is to refinance costs of certain school capital improvements paid with proceeds of the Prior Bond. No action is being taken or will be taken in connection with the issuance of the Bond that has the effect of (i) enabling the Borough to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage by investing any portion of the gross proceeds of the Bond over any period of time, and (ii) overburdening the tax-exempt bond market as a result of issuing the Bond in a higher amount, issuing the Bond earlier, or allowing the Bond to remain outstanding longer than is otherwise reasonably necessary to finance the school projects. 7. Bond Meets Other Requirements for Tax Exemption. 7.1 Bond in Registered Form. The Bond is issued only in registered form. 7.2 No Federal Guaranty. Except as otherwise permitted by the Code, payment of the principal of or interest on the Bond is not directly or indirectly guaranteed in whole or in part by the United States or any agency or instrumentality thereof. 7.3 Information Return To Be Filed. The Borough will cause a Form 8038-G Information Return respecting the Bond to be timely filed with the Internal Revenue Service. 7.4 Bond Not Hedge Bond. than 50 percent of the proceeds of the Refunded Bond was invested in nonpurpose investments having a substantially guaranteed yield for 4 years or more, and the Borough reasonably expected that at least 85% of the spendable proceeds of the Refunded Bond would be used to carry out the governmental purposes of the Refunded Bond within the three-year period beginning on the issue date of the Refunded Bond. 7.5 Post-Issuance Compliance Procedures. The Borough has previously established written procedures, attached hereto as Exhibit B, to (i) monitor the requirements of Sections 141 and 148 of the Code after the Issue Date and (ii) ensure that any portion of the Bond that becomes nonqualified is remediated in accordance with the requirements under Treasury Regulations Section 1.141-12. {01584827} Kodiak Island Borough, Alaska Page 6 Federal Tax Certificate General Obligation School Refunding Bond, 2025 006789.00002 1584827v3 8. No Private Use. General. The Borough reasonably expects, as of the date hereof, that no action or terms are used in Treasury Regulations, to be met. Specifically, (a) Not more than 10 percent of the proceeds of the Bond will be used and no portion of the proceeds of the Refunded Bond has been used in a trade or business of a nongovernmental person. For purposes of determining use, the Borough will apply rules set forth in applicable Treasury Regulations and Revenue Procedures promulgated by the Internal Revenue Service, including, among others, the following rules: (A) any activity carried on by a person other than a natural person or a state or local governmental unit will be treated as a trade or business of a nongovernmental person; (B) the use of all or any portion of the projects financed by the Refunded Bond (the "Project") is treated as the direct use of proceeds; (C) a nongovernmental person will be treated as a private business user of proceeds of the Bond or the Refunded Bond as a result of ownership, actual or beneficial use of the proceeds pursuant to a lease, or a management or incentive payment contract, or certain other arrangements such as a take-or-pay or other output-type contract; and (D) a nongovernmental person will be treated as a private business user of the proceeds of the Bond if the person has special legal entitlements to use directly or indirectly the Project. (b) The Borough has not taken and will not take any deliberate action that would cause or permit the use of any portion of the Project to change such that such portion will be deemed to be used in the trade or business of a nongovernmental person for so long as any of the Bond remains outstanding (or until an opinion of nationally recognized bond counsel is received to the effect that such change in use will not adversely affect the excludability from gross income for federal income tax purposes of interest payable on the Bond). For this purpose, any action within the control of the Borough is treated as a deliberate action. A deliberate action occurs on the date the Borough enters into a binding contract with a nongovernmental person for use of the Project that is not subject to any material contingencies. (c) All payments of the debt service on the Bond will be paid from and secured by a generally applicable tax. For this purpose, a generally applicable tax is a tax (A) which is an enforced contribution exacted pursuant to legislation adopted by the Borough in the exercise of its taxing power and that is imposed and collected for the purpose of raising revenue to be used for governmental purposes and (B) which has a uniform tax rate that is applied to all persons of the same classification in the appropriate jurisdiction using a generally applicable manner of determination and collection. No portion of the payment {01584827} Kodiak Island Borough, Alaska Page 7 Federal Tax Certificate General Obligation School Refunding Bond, 2025 006789.00002 1584827v3 of the debt service on the Bond will be directly or indirectly derived from payments (whether or not to the Borough or any related party) in respect of property, or borrowed money, used or to be used for a private business use. Furthermore, no portion of the payment of the debt service on the Bond will be directly or indirectly secured by any interest in property used or to be used for a private business use or payments in respect of property used or to be used for a private business use. (d) No portion of the proceeds of the Bond will be directly or indirectly used to make or finance a loan to any person. 9. Post-Issuance Compliance Procedures. The Borough has previously established written procedures, attached hereto as Exhibit B, to (i) monitor the requirements of Sections 141 and 148 of the Code after the Issue Date and (ii) ensure that any portion of the Bond that becomes nonqualified is remediated in accordance with the requirements under Treasury Regulations Section 1.141-12. 10. Bond Tax Exempt and Not Arbitrage Bond. The Borough expects that Bond Counsel to the Borough will rely upon the foregoing facts, estimates and circumstances in existence on the Issue Date and the reasonable expectations of the Borough as to future events respecting the Bond to enable them to conclude that it is not expected that proceeds of the Bond will be used in any manner that would cause the Bond to be an arbitrage bond and to provide their opinion that the Bond is a governmental obligation the interest on which is excluded from gross income for federal income tax purposes under Section 103 of the Code. [Remainder of page intentionally left blank.] {01584827} Certificate of Jefferies LLC Page A-1 006789.00002 1584827v3 EXHIBIT A CERTIFICATE OF RBC CAPITAL MARKETS A-1 4156-5903-1109.1 EXHIBIT A $41,900,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONBONDS, 2025SERIES ONE (NON-AMT) $13,670,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONBONDS, 2025SERIES TWO (AMT) The undersigned, on behalf of RBC Capital Markets, LLC (the “Underwriter”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Sale of the General Rule Maturities. As of the date of this Certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold-the-Offering-Price-Maturities. (a) The Underwriter offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the 2025 Series One and Two Bonds is attached to this Certificate as Schedule B. (b) As set forth in the Purchase Agreement, the Underwriter has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the- offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the 2025 Series One and Two Bonds during the Holding Period for such Maturity. 3. Defined Terms. (a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” A-2 4156-5903-1109.1 (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (April 1, 2025), or (ii) the date on which the Underwriters have sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means the Alaska Municipal Bond Bank. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or the Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than the Underwriter or a Related Party (as such terms are defined below) to the Underwriter. (g) A purchaser of any of the Bonds is a Related Party to the Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (h) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is March 25, 2025. (i) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Underwriter’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Bond Bank with respect to certain of the representations set forth in the Tax Certificate pertaining to the Bonds, dated the date of the Closing, executed and delivered by the Bond Bank, and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe, LLP, Bond Counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G and 8038, and other federal income tax advice that it may give to the Bond Bank from time to time relating to the Bonds. A-34156-5903-1109.1 DATED: April 8, 2025 RBC Capital Markets, LLC, as Underwriter By: Name: ________________________________ Title: _________________________________ A-4 4156-5903-1109.1 Schedule A Sale Prices $41,900,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONANDREFUNDING BONDS, 2025SERIES ONE (NON-AMT) Maturity Date (December 1) Principal Amount Interest Rate Yield Price General Rule Hold-the Price 2025 $4,830,000 5.000% 2.820%101.384 X 2026 5,485,000 5.000 2.840 103.448 X 2027 5,760,000 5.000 2.860 105.415 X 2028 6,055,000 5.000 3.000 106.857 X 2029 2,770,000 5.000 3.050 108.385 X 2030 2,905,000 5.000 3.140 109.552 X 2031 3,050,000 5.000 3.200 110.697 X 2032 3,200,000 5.000 3.330 111.188 X 2033 2,710,000 5.000 3.420 111.737 X 2034 1,175,000 5.000 3.540 111.839 X 2035 1,095,000 5.000 3.590 111.406(c)X 2036 475,000 5.000 3.730 110.206(c)X 2037 505,000 5.000 3.800 109.611(c)X 2038 530,000 5.000 3.820 109.442(c)X 2039 200,000 5.000 3.890 108.852(c)X 2040 210,000 5.000 3.990 108.017(c)X 2041 220,000 5.000 4.090 107.188(c)X 2042 230,000 5.000 4.200 106.286(c)X 2043 240,000 5.000 4.320 105.313(c)X 2044 255,000 5.000 4.410 104.589(c)X ___________________ (c) Priced to first optional redemption date of December 1, 2034 at par. A-5 4156-5903-1109.1 $13,670,000 ALASKAMUNICIPAL BONDBANK GENERAL OBLIGATIONANDREFUNDING BONDS, 2025SERIES TWO (AMT) Maturity Date (December 1) Principal Amount Interest Rate Yield Price General Rule Hold-the Price 2025 $1,035,000 5.000% 3.450%100.979 X 2026 1,190,000 5.000 3.460 102.440 X 2027 1,250,000 5.000 3.460 103.859 X 2028 1,320,000 5.000 3.550 104.915 X 2029 205,000 5.000 3.630 105.805 X 2030 210,000 5.000 3.720 106.461 X 2031 220,000 5.000 3.770 107.167 X 2032 230,000 5.000 3.880 107.345 X 2033 245,000 5.000 3.930 107.775 X 2034 260,000 5.000 4.080 107.271 X 2035 270,000 5.000 4.130 106.859(c)X 2036 285,000 5.000 4.230 106.042(c)X 2037 300,000 5.000 4.310 105.393(c)X 2038 315,000 5.000 4.330 105.232(c)X 2039 335,000 5.000 4.410 104.589(c)X 2040 350,000 5.000 4.520 103.713(c)X $2,050,000 5.250% Term Bond due December 1, 2045; Yield: 4.810%; Price: 103.357(c) (General Rule Maturity) $2,350,000 5.500% Term Bond due December 1, 2050; Yield: 4.860%; Price: 104.875(c); (General Rule Maturity) $1,250,000 5.000% Term Bond due December 1, 2054; Yield: 5.010%; Price: 99.839; (General Rule Maturity) ___________________ (c) Priced to first optional redemption date of December 1, 2034 at par. A-6 4156-5903-1109.1 Schedule B Pricing Wire or Equivalent Communication {01584827} Kodiak Island Borough Page B-1 Post Issuance Compliance Policy 006789.00002 1584827v3 EXHIBIT B Governmental Bonds KODIAK ISLAND BOROUGH POST ISSUANCE COMPLIANCE POLICY This policy is intended to guide the Kodiak Island Borough in meeting its obligations under applicable statutes, regulations and documentation associated with publicly offered and privately placed securities of the Kodiak Island Borough. This policy addresses obligations of the Kodiak Island Borough that arise and will continue following the issuance of securities. The Kodiak Island Borough maintains separate Debt Policy with respect to matters related to the issuance of security obligations, including compliance with the Kodiak Island issuance. These obligations may arise as result of federal tax (law with respect to tax- exempt securities) and securities laws (with respect to ongoing disclosure) or as result of contractual commitments made by the Kodiak Island Borough. This policy outlines obligations that may be applicable to each issue of securities and identifies the party to be responsible for monitoring compliance. In the Kodiak Island Borough, the Finance Director will be responsible for ensuring that the policy is followed and checklists and records maintained. The Finance Director may delegate responsibility to employees and outside agents for developing records, maintaining records and checklists. The Kodiak Island Borough will provide educational opportunities (opportunities to attend educational programs/seminars on the topic) for the parties identified in this policy with responsibilities for post-issuance compliance in order to facilitate their performance of these obligations. A. Transcripts. 1. The Kodiak Island Kodiak Island Borough with 2 copies of a full transcript related to the issuance of securities (for each issue). The transcript shall be delivered in the following form: 1 paper and 1 electronic file and transcripts shall be delivered to the Kodiak Island Borough within 2 months following the date of issuance of securities. It is expected that the transcript will include full record of the proceedings related to the issuance of securities, including proof of filing an 8038-G. 2. Bond transcripts will be retained by the following parties and in the following locations within the Kodiak Island Borough Finance Department in the office. B. Federal Tax Law Requirements (Applicable only if t - 1. Use of Proceeds. {01584827} Kodiak Island Borough Page B-2 Post Issuance Compliance Policy 006789.00002 1584827v3 a. If the project(s) to be financed with the proceeds of the securities will be funded with multiple sources of funds, the Kodiak Island Borough will adopt an accounting methodology that: maintains each source of funding separately and monitors the actual expenditure of proceeds of the securities; commingles the proceeds and monitors the expenditures on a first in, first out basis; or provides for the expenditure of funds received from multiple sources on a proportionate basis. b. Records of expenditures (timing of expenditure and object code) of the proceeds of securities will be maintained by the office. c. Records of investments and interest earnings on the proceeds of securities will be maintained by the office. Such records should include the amount of each investment, the date each investment is made, the date each investment matures and if sold prior to maturity, its sale date, and its interest rate and/or yield. Interest earnings on proceeds will be deposited in the fund in which the proceeds of the securities were deposited (if not, then the plan for use of interest earnings will be discussed with the Kodiak Island d. Records of interest earnings on reserve funds maintained for the securities. 2. Arbitrage Rebate. The Finance Director of the Kodiak Island Borough Kodiak Island detail in the tax certificate if any, executed by the Kodiak Island Borough for each issue and included in the transcript for the issue. If the Kodiak Island Borough did not execute a tax certificate in connection with an issue, the Rebate Monitor should consult with the Kodiak Island counsel regarding arbitrage rebate requirements. The Kodiak Island Borough will provide educational opportunities (opportunities to attend educational programs/seminars on the topic) for the Kodiak Island Borough finance department staff in order to facilitate his/her performance of these obligations. a. If the Rebate Monitor determines that the total principal amount of tax-exempt governmental obligations (including all tax-exempt leases, etc.) of the Kodiak Island Borough issued by or on behalf of the Kodiak Island Borough and subordinate entities during the calendar year, including the issue, will not be greater than $5,000,000, plus such additional amount not in excess of $10,000,000 as is to be spent for the construction of public school facilities, the Rebate Monitor will not be required to monitor arbitrage rebate compliance for the issue, except to monitor expenditures and the use of proceeds after completion of the project (see below #3). For purposes of this paragraph, {01584827} Kodiak Island Borough Page B-3 Post Issuance Compliance Policy 006789.00002 1584827v3 tax-exempt governmental obligations issued to currently refund prior tax-exempt governmental obligation will only be taken into account to the extent they exceed the outstanding amount of the refunded bonds. b. If the Rebate Monitor determines that the total principal amount of tax-exempt governmental obligations (including all tax-exempt leases etc.) of the Kodiak Island Borough issued or incurred in any calendar year is greater than $5,000,000, plus such additional amount not in excess of $10,000,000 as is to be spent for the construction of public school facilities the Rebate Monitor will monitor rebate compliance for each issue of tax-exempt governmental obligations issued during that calendar year. i. Rebate Exceptions. The Rebate Monitor will review the tax certificate, if any, in the transcript in order to determine whether the Kodiak Island Borough is expected to comply with spending exception that would permit the Kodiak Island Borough to avoid having to pay arbitrage rebate. If the tax certificate identifies this spending exception (referred to as the six-month exception, the18 month exception or the 2-year exception), then the Rebate Monitor will monitor the records of expenditures (see B.1 above) to determine whether the Kodiak Island Borough met the spending exception (and thereby avoid having to pay any arbitrage rebate to the federal government). If the Kodiak Island Borough did not execute a tax certificate in connection with an issue, the Rebate Monitor should consult with bond counsel regarding the potential applicability of spending exceptions. ii. Rebate Compliance. If the Kodiak Island Borough does not meet or does not expect to meet any of the spending exceptions described in (i) above, the Kodiak Island Borough will: a) review the investment earnings records retained as described in B.1 above. If the investment earnings records clearly and definitively demonstrate that the rate of return on investments of all proceeds of the issue were lower than the yield on the issue (see the tax certificate in the transcript), then the Kodiak Island Borough may opt not to follow the steps described in the following paragraph. b) retain the services of an arbitrage rebate consultant in order to calculate any potential arbitrage rebate liability. The rebate consultant shall be selected no later than the completion of the project to be financed with the proceeds of the issue. A rebate consultant may be selected on an issue by issue basis or for all securities issues of the Kodiak Island Borough. The Rebate Monitor will obtain the names of at least three qualified consultants and request that the consultants submit proposals for consideration prior to being selected as the Kodiak Island The selected rebate consultant shall provide written report to the Kodiak Island Borough with respect to the issue and with respect to any arbitrage rebate owed if any. c) based on the report of the rebate consultant, file reports with and make any required payments to the Internal Revenue Service, no later than the fifth anniversary of the date of each issue (plus 60 days), and every five years {01584827} Kodiak Island Borough Page B-4 Post Issuance Compliance Policy 006789.00002 1584827v3 thereafter, with the final installment due no later than 60 days following the retirement of the last obligation of the issue. c. Yield Reduction Payments. If the Kodiak Island Borough fails to expend all amounts required to be spent as of the close of any temporary period specified in the Tax Certificate (generally 3 years for proceeds of new money issue and 13 months for amounts held in debt service fund), the Kodiak Island Borough will follow the procedures described in B.2.b.ii above to determine and pay any required yield reduction payment. 3. Unused Proceeds Following Completion of the Project. Following completion of the project(s) financed with the issue proceeds the finance department will: a. Review the expenditure records to determine whether the proceeds have been allocated to the project(s) intended (and if any questions arise, consult with bond counsel in order to determine the method of re-allocation of proceeds); and b. Direct the use of remaining unspent proceeds (in accordance with the limitations set forth in the authorizing proceedings (i.e., bond ordinance) and if no provision is otherwise made for the use of unspent proceeds, to the redemption or defeasance of outstanding securities of the issue. 4. Use of Facilities Financed with Proceeds. In order to maintain tax- exemption of securities issued on tax-exempt basis, the financed facilities (projects) are required to be used for governmental purposes during the life of the issue. The Finance Director of the Kodiak Island Borough will monitor by conducting due diligence reviews at regular intervals and maintain records regarding any private use of the projects financed with tax-exempt proceeds. The IRS Treasury Regulations prohibit private business use (use by private parties (including nonprofit organizations and the federal government)) of tax-exempt financed facilities beyond permitted de minimus amounts unless cured by prescribed remedial action. Private use may arise as result of: a. Sale of facilities; b. Lease of the facilities (including leases, easements or use arrangements for areas outside the four walls, e.g., hosting of cell phone towers); c. Management contracts (in which the Kodiak Island Borough authorizes a third party to operate a facility (e.g., cafeteria)); d. Preference arrangements (in which the Kodiak Island Borough grants a third-party preference of the facilities, e.g., preference parking in a public parking lot). If the Finance Director identifies private use of tax-exempt debt financed facilities, the Finance Director will consult with the Kodiak Island {01584827} Kodiak Island Borough Page B-5 Post Issuance Compliance Policy 006789.00002 1584827v3 determine whether private use will adversely affect the tax-exempt status of the issue and if so, what remedial action is appropriate. 5. Records Retention. a. Records with respect to matters described in this Subsection B will be retained by the Kodiak Island Borough for the life of the securities issue (and any issue that refunds the securities issue) and for a period of three years thereafter. b. Records to be retained: (i) The transcript; (ii) Arbitrage rebate reports prepared by outside consultants; (iii) Work papers that were provided to the rebate consultants; (iv) Records of expenditures and investment receipts (showing timing of expenditure and the object code of the expenditure and in the case of investment, timing of receipt of interest earnings). (Maintenance of underlying invoices should not be required provided the records include the date of the expenditure, payee name, payment amount and object code; however, if those documents are maintained as matter of policy in electronic form, then the Kodiak Island Borough should continue to maintain those records in accordance with this policy); (v) Copies of all certificates and returns filed with the IRS (e.g., for payment of arbitrage rebate); and (vi) Copies of all leases, user agreements for use of the financed property (agreements that provide for use of the property for periods longer than 30 days), whether or not the use was within the four walls (e.g., use of the roof of the facility for cell phone tower). C. Ongoing Disclosure. Under the provisions of SEC Rule l5c2- underwriters are required to obtain an agreement for ongoing disclosure in connection with the public offering of securities. Unless the Kodiak Island Borough is exempt from compliance with the Rule as result of certain permitted exemptions, the transcript for each issue will include an undertaking by the Kodiak Island Borough to comply with the Rule. The Finance Director of the Kodiak Island Borough will monitor compliance by the Kodiak Island Borough with its undertakings. These undertakings may include the requirement for an annual filing of operating and financial information and will include requirement to https://www.sec.gov/divisions/enforce/municipalities-continuing-disclosure-cooperation- initiative.shtml. For some types of material events (early bond calls), the Alaska Municipal fiscal agent has undertaken the responsibility of filing notice of the applicable material event. {01584827} Kodiak Island Borough Page B-6 Post Issuance Compliance Policy 006789.00002 1584827v3 D. Other Notice Requirements. In some instances, the proceedings authorizing the issuance of securities will require the Kodiak Island Borough to file information periodically with other parties, e.g., bond insurers, banks, rating agencies. The types of information required to be filed may include (1) budgets, (2) annual financial reports, (3) issuance of additional debt obligations, and (4) amendments to financing documents. The Finance Director of the Kodiak Island Borough will maintain listing of those requirements and monitor compliance by the Kodiak Island Borough. Apr 1, 2025 12:44 pm Prepared by RBC Capital Markets (Finance 8.700 2025 03 25 AMBBA - FINAL:AMBBA-2025_1_4) Page 175 FORM 8038 STATISTICS Alaska Municipal Bond Bank Kodiak Island Borough Refunding of 2015 Series Three *** Final Pricing Cashflows as of March 25, 2025 *** Dated Date 04/08/2025 Delivery Date 04/08/2025 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Non-AMT Serial Bonds: 12/01/2025 245,000.00 5.000% 101.384 248,390.80 245,000.00 12/01/2026 285,000.00 5.000% 103.448 294,826.80 285,000.0012/01/2027 300,000.00 5.000% 105.415 316,245.00 300,000.00 12/01/2028 315,000.00 5.000% 106.857 336,599.55 315,000.00 12/01/2029 330,000.00 5.000% 108.385 357,670.50 330,000.00 12/01/2030 345,000.00 5.000% 109.552 377,954.40 345,000.00 12/01/2031 370,000.00 5.000% 110.697 409,578.90 370,000.0012/01/2032 385,000.00 5.000% 111.188 428,073.80 385,000.00 12/01/2033 405,000.00 5.000% 111.737 452,534.85 405,000.00 12/01/2034 425,000.00 5.000% 111.839 475,315.75 425,000.00 12/01/2035 450,000.00 5.000% 111.406 501,327.00 450,000.00 3,855,000.00 4,198,517.35 3,855,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2035 5.000% 501,327.00 450,000.00 Entire Issue 4,198,517.35 3,855,000.00 6.2737 3.7154% Proceeds used for accrued interest 0.00Proceeds used for bond issuance costs (including underwriters' discount) 53,521.85 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Proceeds used to refund prior tax-exempt bonds 4,144,058.30 Proceeds used to refund prior taxable bonds 0.00Remaining WAM of prior tax-exempt bonds (years) 5.9554 Remaining WAM of prior taxable bonds (years) 0.0000 Last call date of refunded tax-exempt bonds 04/08/2025 2011 Form 8038 Statistics Proceeds used to currently refund prior issues 4,144,058.30 Proceeds used to advance refund prior issues 0.00 Remaining weighted average maturity of the bonds to be currently refunded 5.9554Remaining weighted average maturity of the bonds to be advance refunded 0.0000 Apr 1, 2025 12:44 pm Prepared by RBC Capital Markets (Finance 8.700 2025 03 25 AMBBA - FINAL:AMBBA-2025_1_4) Page 176 FORM 8038 STATISTICS Alaska Municipal Bond Bank Kodiak Island Borough Refunding of 2015 Series Three *** Final Pricing Cashflows as of March 25, 2025 *** Refunded Bonds Bond Component Date Principal Coupon Price Issue Price GO 2015-3 (Kodiak Island Borough - High School Loan): SER 10/01/2025 290,000.00 5.000% 118.562 343,829.80 SER 10/01/2026 305,000.00 5.000% 116.880 356,484.00 SER 10/01/2027 320,000.00 5.000% 115.867 370,774.40SER 10/01/2028 335,000.00 5.000% 114.864 384,794.40 SER 10/01/2029 355,000.00 5.000% 114.231 405,520.05 SER 10/01/2030 370,000.00 4.000% 101.292 374,780.40 SER 10/01/2031 390,000.00 5.250% 115.676 451,136.40 SER 10/01/2032 410,000.00 5.250% 115.225 472,422.50TERM2036 10/01/2033 430,000.00 5.250% 113.883 489,696.90 TERM2036 10/01/2034 455,000.00 5.250% 113.883 518,167.65 TERM2036 10/01/2035 480,000.00 5.250% 113.883 546,638.40 4,140,000.00 4,714,244.90 Remaining Last Weighted Call Issue Average Date Date Maturity GO 2015-3 (Kodiak Island Borough - High School Loan) 04/08/2025 09/16/2015 5.9554 All Refunded Issues 04/08/2025 5.9554 Page 1 Closing Memorandum Transfer Instructions To: 2025 Series One & Two Working Group From: Matt Schoenfeld, PFM Financial Advisors LLC Elli Halperin, PFM Financial Advisors LLC Date: April 7, 2025 Re: Alaska Municipal Bond Bank (AMBB) $41,900,000 General Obligation and Refunding Bonds, 2025 Series One (Non-AMT) and $13,670,000 General Obligation and Refunding Bonds, 2025 Series Two (AMT) The following are final instructions for the closing of the above referenced financings. The closing will take place at 7:00 am (Prevailing Alaska Time) on April 8, 2025, over conference call (dial-in: +1 872-242-9410 conference code: 734350710#). A Microsoft Teams call will also be provided separately. Details of pre-closing and document finalization will be forthcoming from Orrick. There will be three external funding sources prior to closing: RBC Capital Markets (RBC), the City of Whittier (Whittier), and internal transfers at Bank of New York Mellon (BNY). The recipient of all transfers will be BNY. BNY will receive all funds relating to the borrower project funds, prior reserve funds, borrower contributions to reserve funds, refunding funds, and costs of issuance. Following closing BNY will initiate subsequent wires to the underlying borrowers related to their project funding, local costs of issuance, and excess bond proceeds, as applicable. Instructions for incoming wires to BNY and internal transfers from local borrower reserve accounts are provided as Attachment A to this document. The table below details the purchase price of the Bonds to be wire transferred by RBC on April 8, 2025: Par Amount of 2025 Series One & Two Bonds $ 55,570,000.00 Plus: Original Issue Premium 3,521,990.20 Less: Underwriter's Discount (194,842.39) $58,897,147.81 Transfer a, below, should occur by April 7, 2025, the day prior to closing on April 8, 2025. The reserve releases (transfers b e, below) are to occur in conjunction with closing and applied to the redemption of the respective Alaska Municipal Bond Bank Authority Bonds. a. $315,563.82 (from Whittier) representing a contribution to the City of Whittier Reserve Fund (wire instructions included in Attachment A) b. $2,345,184.94 (from BNY) from the Kenai Peninsula Borough debt service reserve fund associated with the 2014A-1 loan from the Bond Bank. c. $448,315.99 (from BNY) from the City and Borough of Juneau harbor revenue debt service reserve fund associated with the 2015A-2 loan from the Bond Bank. d. $999,432.35 (from BNY) from the City and Borough of Juneau port revenue common debt service reserve fund associated with the 2014A-1, 2015B-2, and 2021-3 loans from the Bond Bank. e. $1,022,527.44 (from BNY) from the City of Unalaska debt service reserve fund associated with the 2015-1 loan from the Bond Bank. Page 2 The table below summarizes the sources of funds to be received by BNY and held in its custody for closing on the morning of April 8, 2025 and subsequent uses of those funds. Instructions for the application of the funds are included in Attachment B. The refunded bonds are to be redeemed after closing on April 8, 2025. The bonds that are to be redeemed are included in Attachment C. Sources of Funds: From Bond Purchase Price $58,897,147.81 RBC City of Whittier Reserve Contribution 315,563.82 Whittier Kenai Peninsula Borough Reserve Transfer1 2,345,184.94 BNY Juneau Harbor Revenue Reserve Transfer1 448,315.99 BNY Juneau Port Revenue Reserve Transfer1 999,432.35 BNY City of Unalaska Reserve Transfer1 1,022,527.44 BNY Bond Bank Grant for Costs of Issuance2 67,464.95 $64,095,637.30 Uses of Funds: Deposit to Redemption Account $49,925,220.80 Loan to Petersburg Borough3 3,500,000.00 Loan to City of Whittier3 4,500,000.00 Loan to Ketchikan Gateway Borough3 5,000,000.00 Deposits to Reserves Held by BNY4 663,510.76 Local Borrower Costs of Issuance3 191,950.00 AMBBA Costs of Issuance & Contingency5 292,778.50 Surplus Proceeds to Borrowers3 22,177.24 $64,095,637.30 1 Existing local debt service reserve balances after the reserve transfers are to be handled as defined in the respective depository agreements 2 COI funds already reside within AMBB 3 Transferred to Borrowers post-closing 4 Details of new money reserve deposits to be held by BNY are provided in the table below. 5 Transferred to AMBB per instructions to be provided. Borrower Reserve Deposits City of Whittier $315,563.82 Ketchikan Gateway Borough 347,946.94 BNY will disburse the following Costs of Issuance upon receipt of approved invoices from AMBB. Certain costs of Issuance are expected to be paid directly by AMBB. Any funds remaining after payment of the above costs of issuance are to be released to AMBB. Recipient Role Amount Orrick, Herrington, Sutcliffe LLP Bond Counsel $112,000.00 PFM Financial Advisors LLC Financial Advisor 70,278.50 S&P Global Ratings Rating Agency 36,000.00 Moody's Investors Service Rating Agency 31,000.00 Kroll Bond Rating Agency Rating Agency 20,000.00 ImageMaster Printing/Posting 3,500.00 Bond Bank Expenses Expenses 15,000.00 Contingency 5,000.00 292,778.50 Page 3 CUSIPs assigned for the 2025 Series One Bonds are as follows: Due Principal Coupon CUSIP (December 1) Amount Rate Number 2025 4,830,000 5.00% 01179R5H2 2026 5,485,000 5.00% 01179R5J8 2027 5,760,000 5.00% 01179R5K5 2028 6,055,000 5.00% 01179R5L3 2029 2,770,000 5.00% 01179R5M1 2030 2,905,000 5.00% 01179R5N9 2031 3,050,000 5.00% 01179R5P4 2032 3,200,000 5.00% 01179R5Q2 2033 2,710,000 5.00% 01179R5R0 2034 1,175,000 5.00% 01179R5S8 2035 1,095,000 5.00% 01179R5T6 2036 475,000 5.00% 01179R5U3 2037 505,000 5.00% 01179R5V1 2038 530,000 5.00% 01179R5W9 2039 200,000 5.00% 01179R5X7 2040 210,000 5.00% 01179R5Y5 2041 220,000 5.00% 01179R5Z2 2042 230,000 5.00% 01179R6A6 2043 240,000 5.00% 01179R6B4 2044 255,000 5.00% 01179R6C2 Page 4 CUSIPs assigned for the 2025 Series Two Bonds are as follows: Due Principal Coupon CUSIP (December 1) Amount Rate Number 2025 1,035,000 5.00% 01179R6D0 2026 1,190,000 5.00% 01179R6E8 2027 1,250,000 5.00% 01179R6F5 2028 1,320,000 5.00% 01179R6G3 2029 205,000 5.00% 01179R6H1 2030 210,000 5.00% 01179R6J7 2031 220,000 5.00% 01179R6K4 2032 230,000 5.00% 01179R6L2 2033 245,000 5.00% 01179R6M0 2034 260,000 5.00% 01179R6N8 2035 270,000 5.00% 01179R6P3 2036 285,000 5.00% 01179R6Q1 2037 300,000 5.00% 01179R6R9 2038 315,000 5.00% 01179R6S7 2039 335,000 5.00% 01179R6T5 2040 350,000 5.00% 01179R6U2 2045 2,050,000 5.25% 01179R6V0 2050 2,350,000 5.50% 01179R6W8 2054 1,250,000 5.00% 01179R6X6 If you have any questions related to this memo, please contact Matt Schoenfeld at (206) 858-5365 or Elli Halperin at (206) 858-5364. It has been a pleasure working with all parties on this transaction. A-1 Attachment A INSTRUCTIONS FOR PRE-CLOSING & CLOSING WIRES BNY Local Reserve Transfers: On April 8, 2025, BNY is instructed to transfer the following amounts from existing local borrower reserves for the redemption of existing AMBBA Bonds as described below. 1. Release of funds from Kenai Peninsula Boroughs 2014 Series One debt service reserve (account #511643): $2,345,184.94 a. To be applied to the redemption of AMBBA General Obligation Bonds 2014A Series One 2. Release of funds from City and Borough of Juneaus Port Revenue common debt service reserve (account #s 511642 & 575510): $999,432.35 a. $455,777.93 to be applied to the redemption of AMBBA General Obligation Bonds 2014A Series One (from account # 511642) b. $543,654.42 to be applied to the redemption of AMBBA General Obligation Bonds 2015B Series Two (AMT) (from account # 575510) 3. Release of funds from the City and Borough of Juneaus 2015A Series Two debt service reserve (account #575509): $448,315.99 a. To be applied to the redemption of AMBBA General Obligation Bonds 2015A Series Two 4. Release of funds from the City of Unalaskas 2015 Series One debt service reserve (account #840993): $1,022,527.44 a. To be applied to the redemption of AMBBA General Obligation Bonds 2015 Series One 5. Remaining balances in the existing reserves are to be handled as defined in the depository agreements with the borrowers WIRE 1. City of Whittier TO BNY: Date: For delivery by April 7, 2025 Amount: $315,563.82 Bank: THE BANK OF NEW YORK MELLON ABA: 021000018 Account #: 7645698400 Acct. Name: AMMB GO RES 2005 GOOD FAITH WIRE 2. RBC Capital Markets to BNY: Date: For delivery by 7:00 am AT April 8, 2025 Amount: $58,897,147.81 Bank: THE BANK OF NEW YORK MELLON ABA: 021000018 Account #: 5103668400 Acct. Name: AMMB GO BOND PROCEEDS A-2 Attachment B INSTRUCTIONS FOR BNY POST-CLOSING TRANSFERS & DEPOSITS A. BNY Special Transfers and Deposits 1. BNY Transfer of Proceeds to the Cost of Issuance Account: $225,313.55* *Representing total AMBBA Costs of Issuance of $292,778.50 less AMBBA Cost of Issuance grants of $67,464.95. AMBB anticipates paying certain costs of issuance from other sources. If necessary, AMBB will apply other funds to cover a shortfall in the cost of issuance account. 2. Cash contribution deposit to the debt service reserve to be held by BNY Mellon on behalf of the City of Whitter: $315.563.82 3. Deposit of proceeds to the debt service reserve to be held by BNY on behalf of Ketchikan Gateway Borough: $347,946.94 B. BNY Closing Transfers to Borrowers: WIRE 1. BNY to Petersburg Borough Project Fund Deposit: $ 3,500,000.00 Local Cost of Issuance: 25,000.00 Surplus Proceeds: 2,771.83 Total $ 3,527,771.83 Date: April 8, 2025 Amount: $3,527,771.83 Bank: Key Bank ABA: 041001039 Account #: 5064 Acct. Name: CASH PROCESSING FBO: AMLIP I-PETERSBURG BOROUGH XXX5755.4 WIRE 2. BNY to the City of Whittier Project Fund Deposit: $ 4,500,000.00 Surplus Proceeds: 3,203.49 Total $ 4,503,203.49 Date: April 8, 2025 Amount: $4,503,203.49 Bank: FIRST NATIONAL BANK ALASKA ABA: 125200060 Account #: 30011704 Acct. Name: CITY OF WHITTIER GENERAL ACCOUNT A-3 WIRE 3. BNY to Ketchikan Gateway Borough Project Fund Deposit: $ 5,000,000.00 Local Cost of Issuance: 28,750.00 Surplus Proceeds: 4,208.96 Total $ 5,032,958.96 Date: April 8, 2025 Amount: $5,032,958.93 Bank: Wells Fargo Bank NA ABA: 121000248 Account #: 011030992 Acct. Name: Ketchikan Gateway Borough WIRE 4. BNY to Kenai Peninsula Borough Local Cost of Issuance: 20,000.00 Surplus Proceeds: 1,975.11 Total $ 21,975.11 Date: April 8, 2025 Amount: $21,975.11 Bank: KeyBank ABA: 041001039 Account #: 0005064 Acct. Name: Kenai Peninsula Borough, Account #0025740.01 WIRE 5. BNY to the City of Cordova Local Cost of Issuance: 25,000.00 Surplus Proceeds: 5,230.87 Total $ 30,230.87 Date: April 8, 2025 Amount: $30,230.87 Bank: First National Bank Alaska ABA: 125200060 Account #: 30311179 Acct. Name: City of Cordova WIRE 6. BNY to the City and Borough of Juneau Local Cost of Issuance: 43,200.00 Surplus Proceeds: 686.52 Total $ 43,886.52 Date: April 8, 2025 Amount: $46,886.52 Bank: First National Bank Alaska ABA: 125200060 Account #: 06801641 Acct. Name: First National Bank Alaska A-4 WIRE 7. BNY to Kodiak Island Borough Local Cost of Issuance: 20,000.00 Surplus Proceeds: 937.20 Total $ 20,937.20 Date: April 8, 2025 Amount: $20,937.20 Bank: Wells Fargo Bank, N.A. ABA: 121000248 Account #: 10502505 Acct. Name: Kodiak Island Borough WIRE 8. BNY to the City of Unalaska Local Cost of Issuance: 30,000.00 Surplus Proceeds: 3,163.26 Total $ 33,163.26 Date: April 8, 2025 Amount: $33,163.26 Bank: Key Bank ABA: 125200879 Account #: 310002605 Acct. Name: City of Unalaska General Account WIRE 9:. BNY to the AMBB Custodian Account Cost of Issuance (Bond Bank Expenses): $15,000.00 Date: April 8, 2025 Amount: $15,000.00 Bank: Zions Bancorporation, N.A. dba Zions Bank Salt Lake City, Utah ABA: 124000054 Washington Corporate Trust Account #: 080000706 Acct. Name: AMBBA 0180969 WIRE 10 (if necessary): BNY to the Alaska Municipal Bond Bank Authority Upon confirmation from AMBB that all costs of issuance have been paid in full, any remaining proceeds that were expected to be applied to costs of issuance are to be transferred to the Bond Banks custodian account. Wire information is the same as Wire 9, above. A-5 Attachment C Alaska Municipal Bond Bank - Schedule of Refunded Bonds General Obligation Bonds, 2014A Series One (Tax-Exempt) Maturity Date Principal Amount Redeemed Interest Rates Redemption Date Redemption Price (% of Principal) Existing CUSIP (01179R) 3/1/2026 $2,650,000 5.00% 4/8/2025 100% DH3 3/1/2027 2,780,000 5.00 4/8/2025 100 DJ9 3/1/2028 2,925,000 5.00 4/8/2025 100 DK6 3/1/2029 3,065,000 5.00 4/8/2025 100 DL4 3/1/2030 265,000 5.00 4/8/2025 100 DM2 3/1/2031 275,000 4.50 4/8/2025 100 DN0 3/1/2033(1) 590,000 5.00 4/8/2025 100 DP5 3/1/2034 315,000 5.00 4/8/2025 100 DQ3 3/1/2035 335,000 4.00 4/8/2025 100 DS9 3/1/2039(1) 1,470,000 4.00 4/8/2025 100 DR1 (1) Term Bonds General Obligation and Refunding Bonds, 2015 Series One Maturity Date Principal Amount Redeemed Interest Rates Redemption Date Redemption Price (% of Principal) Existing CUSIP (01179R) 10/1/2025 $2,475,000 5.00% 4/8/2025 100% GE7 10/1/2026 2,590,000 5.00 4/8/2025 100 GF4 10/1/2027 2,710,000 5.00 4/8/2025 100 GG2 10/1/2028 2,855,000 5.00 4/8/2025 100 GH0 10/1/2029 1,635,000 5.00 4/8/2025 100 GJ6 10/1/2030 1,710,000 4.00 4/8/2025 100 GK3 10/1/2031 1,775,000 4.00 4/8/2025 100 GL1 10/1/2032 1,845,000 4.00 4/8/2025 100 GM9 10/1/2033 1,915,000 4.00 4/8/2025 100 GN7 10/1/2034 130,000 3.25 4/8/2025 100 GP2 General Obligation and Refunding Bonds, 2015A Series Two Maturity Date Principal Amount Redeemed Interest Rates Redemption Date Redemption Price (% of Principal) Existing CUSIP (01179R) 3/1/2026 $650,000 5.00% 4/8/2025 100% KF9 3/1/2027 685,000 5.00 4/8/2025 100 KG7 3/1/2028 715,000 5.00 4/8/2025 100 KH5 3/1/2029 755,000 5.00 4/8/2025 100 KJ1 3/1/2030 795,000 5.00 4/8/2025 100 KK8 3/1/2031 830,000 4.00 4/8/2025 100 KL6 3/1/2032 855,000 4.00 4/8/2025 100 KM4 3/1/2033 895,000 4.00 4/8/2025 100 KN2 3/1/2035(1) 405,000 4.00 4/8/2025 100 KP7 (1) Term Bonds A-6 General Obligation Bonds, 2015B Series Two Maturity Date Principal Amount Redeemed Interest Rate Redemption Date Redemption Price (% of Principal) Existing CUSIP (01179R) 3/1/2026 $1,100,000 5.00% 4/8/2025 100% LC5 3/1/2027 1,155,000 5.00 4/8/2025 100 LD3 3/1/2028 1,210,000 5.00 4/8/2025 100 LE1 3/1/2029 1,275,000 5.00 4/8/2025 100 LF8 General Obligation Bonds, 2015 Series Three Maturity Date Principal Amount Redeemed Interest Rate Redemption Date Redemption Price (% of Principal) Existing CUSIP (01179R) 10/1/2025 $290,000 5.00% 4/8/2025 100% MU4 10/1/2026 305,000 5.00 4/8/2025 100 MV2 10/1/2027 320,000 5.00 4/8/2025 100 MW0 10/1/2028 335,000 5.00 4/8/2025 100 MX8 10/1/2029 355,000 5.00 4/8/2025 100 MY6 10/1/2030 370,000 4.00 4/8/2025 100 MZ3 10/1/2031 390,000 5.25 4/8/2025 100 NA7 10/1/2032 410,000 5.25 4/8/2025 100 NB5 10/1/2036(1) 1,365,000 5.25 4/8/2025 100 NC3 (1) Term Bonds A-7 Attachment D Distribution List ALASKA MUNICIPAL BOND BANK General Obligation & Refunding Bonds, 2025 Series One and Two Distribution List (As of 3/18/2025) ISSUER ALASKA MUNICIPAL BOND BANK 333 Willoughby Avenue Juneau, AK 99811-0405 Fax: (907) 465-2902 Ryan Williams, Executive Director ................................................................................... Tel: (907) 465-2893 ryan.williams@alaska.gov 550 W 7th Avenue, Suite 670 Anchorage, AK 99501 Fadil Limani, Board Member; Deputy Commissioner, Department of Revenue .............. Tel: (907) 312-9236 Fadil.Limani@alaska.gov BOND COUNSEL ORRICK, HERRINGTON & SUTCLIFFE LLP 701 5th Avenue, Suite 5600 Seattle, WA 98104-7097 Fax: (206) 839-4301 Les Krusen ...................................................................................................................... Tel: (206) 839-4334 lkrusen@orrick.com 405 Howard Street San Francisco, CA 94105-2669 John Stanley ................................................................................................................ ..Tel: (415) 773-5713 jstanley@orrick.com 1140 SW Washington St, Suite 500 Portland, OR 97205 Fax: (503) 943-4801 Greg Blonde ..................................................................................................................... Tel: (503) 943-4823 gblonde@orrick.com Doug Goe ......................................................................................................................... Tel: (503) 943-4810 dgoe@orrick.com Angie Gardner ................................................................................................................. Tel: (503) 943-4826 agardner@orrick.com Alex Bartos-ONeill .......................................................................................................... Tel: (503) 943-4846 abartos-oneill@orrick.com Alaska Municipal Bond Bank, 2025 Series One & Two Distribution List PAGE 2 OF 6 FINANCIAL ADVISOR PFM FINANCIAL ADVISORS LLC 107 Spring Street Seattle, WA 98104 Matt Schoenfeld, Senior Managing Consultant............................................................... Tel: (206) 858-5365 schoenfeldm@pfm.com Thomas Toepfer, Managing Director .............................................................................. Tel: (206) 858-5360 toepfert@pfm.com Elli Halperin, Senior Analyst ............................................................................................ Tel: (206) 858-5364 halperine@pfm.com 11605 N. Community House Road, Suite 500 Charlotte, NC 28277 Dario Tompkins, Municipal Fixed Income Specialist ............................................................. (612) 371-3744 tompkinsd@pfm.com pricinggroup@pfm.com TRUSTEE THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 333 South Hope Street, Suite 2525 Los Angeles CA 90071 Mark Golder, Transaction Manager ................................................................................ Tel: (213) 630-6418 mark.golder@bny.com Jane Thang, Vice President ............................................................................................ Tel: (213) 553-4343 jane.thang@bny.com Troy Pitman, Vice President, Relationship Manager ...................................................... Tel: (303) 513-3448 troy.pitman@bny.com TRUSTEE COUNSEL Rhea Ricard ..................................................................................................................... Tel: (213) 630-6476 rhea.ricard@bny.com UNDERWRITER RBC CAPITAL MARKETS 2 Embarcadero Center, Suite 1200 & 2300 San Francisco, CA 94111 Tom Yang, Managing Director ........................................................................................ Tel: (415) 445-8206 tom.a.yang@rbccm.com Tom Banerjee, Director ................................................................................................... Tel: (212) 618-2655 Tom.Banerjee@rbccm.com Ilana Desmond, Analyst .................................................................................................. Tel: (646) 628-2607 ilana.desmond@rbccm.com Alaska Municipal Bond Bank, 2025 Series One & Two Distribution List PAGE 3 OF 6 UNDERWRITER COUNSEL HAWKINS DELAFIELD & WOOD LLP 388 Market Street, Suite 900 San Francisco, CA 94111 Sean Tierney, Partner ..................................................................................................... Tel: (415) 486-4201 stierney@hawkins.com Erich Schmitz, Senior Associate ..................................................................................... Tel: (415) 486-4209 eschmitz@hawkins.com AMBBA 2025 SERIES ONE AND TWO FINANCE TEAM EMAIL GROUP: ryan.williams@alaska.gov; Fadil.Limani@alaska.gov; lkrusen@orrick.com; jstanley@orrick.com; gblonde@orrick.com; dgoe@orrick.com; agardner@orrick.com; abartos-oneill@orrick.com; toepfert@pfm.com; schoenfeldm@pfm.com; halperine@pfm.com; tompkinsd@pfm.com; pricinggroup@pfm.com; mark.golder@bny.com; troy.pitman@bny.com; jane.thang@bny.com; rhea.ricard@bny.com; tom.a.yang@rbccm.com; Tom.Banerjee@rbccm.com; ilana.desmond@rbccm.com; stierney@hawkins.com; eschmitz@hawkins.com; BORROWERS and BORROWERS BOND COUNSEL CITY OF CORDOVA P.O. Box 1210 Cordova, AK 99574 Sam Greenwood, City Manager ...................................................................................... Tel: (907) 424-6200 citymanager@cityofcordova.net Sheryl Glasen, Comptroller ............................................................................................. Tel: (907) 424-6225 sglasen@cityofcordova.net CITY OF CORDOVA COUNSEL FOSTER GARVEY PC 1111 Third Avenue, Suite 3000 Seattle, Washington 98101 Marc Greenough ............................................................................................................. Tel: (206) 447-7888 marc.greenough@foster.com Courtney Dausz .............................................................................................................. Tel: (503) 553-3131 courtney.dausz@foster.com CITY AND BOROUGH OF JUNEAU 155 S. Seward Street Juneau, AK 99801 Angie Flick, Finance Director .......................................................................................... Tel: (907) 586-5215 angie.flick@juneau.gov Ruth Kostik, Treasurer ....................................................................................... Tel: (907) 586-5215 x4048 Ruth.Kostik@juneau.gov Alaska Municipal Bond Bank, 2025 Series One & Two Distribution List PAGE 4 OF 6 CITY AND BOROUGH OF JUNEAU COUNSEL K&L GATES LLP 925 Fourth Avenue #2900 Seattle, WA 98104 Cynthia Weed .................................................................................................................. Tel: (206) 370-7801 cynthia.weed@klgates.com Kerry Salas ....................................................................................................................... Tel: (214) 939-5544 kerry.salas@klgates.com KENAI PENINSULA BOROUGH 144 N. Binkley Street Soldotna, AK 99669 Brandi Harbaugh, Finance Director ................................................................................ Tel: (907) 714-2171 bharbaugh@kpb.us KENAI PENINSULA BOROUGH COUNSEL JERMAIN DUNNAGAN & OWENS, P.C. 111 W. 16th Avenue, Suite 203 Anchorage, AK 95501 Cynthia Cartledge ........................................................................................................... Tel: (907) 563-8844 ccartledge@jdolaw.com Rita R. Bennett ................................................................................................................ Tel: (907) 563-8844 rbennett@jdolaw.com KETCHIKAN GATEWAY BOROUGH 1900 First Avenue, Suite 118 Ketchikan, AK 99901 Charlanne Thomas, Finance Director ............................................................................. Tel: (907) 228-6613 charlannet@kgbak.us Alex Peura, Airport Manager ........................................................................................... Tel: (907) 228-6688 alexp@kgbak.us Rachel Nichols, Controller ............................................................................................... Tel: (907) 228-6614 racheln@kgbak.us Glenn Brown, Borough Attorney ..................................................................................... Tel: (907) 228-6635 glennb@kgbak.us KETCHIKAN GATEWAY BOROUGH COUNSEL STRADLING YOCCA CARLSON & RAUTH LLP 601 Union Street, Suite 2424 Seattle, WA 98101 Alice Ostdiek .................................................................................................................... Tel: (206) 829-3002 aostdiek@stradlinglaw.com Cindy Nevins .................................................................................................................... Tel: (206) 829-3005 cnevins@stradlinglaw.com Jake Ediger ...................................................................................................................... Tel: (415) 616-6978 jediger@stradlinglaw.com Alaska Municipal Bond Bank, 2025 Series One & Two Distribution List PAGE 5 OF 6 KODIAK ISLAND BOROUGH 710 Mill Bay Road Kodiak, AK 99615 Dora Cross, Finance Director ........................................................................................... Tel: (907) 486-9320 dcross@kodiakak.us KODIAK ISLAND BOROUGH COUNSEL JERMAIN DUNNAGAN & OWENS, P.C. 111 W. 16th Avenue, Suite 203 Anchorage, AK 95501 Cynthia Cartledge ........................................................................................................... Tel: (907) 563-8844 ccartledge@jdolaw.com Rita R. Bennett ................................................................................................................ Tel: (907) 563-8844 rbennett@jdolaw.com PETERSBURG BOROUGH PO Box 329 Petersburg, AK 99833 Jody Tow, Finance Director .............................................................................................. Tel: (907) 772-5401 jtow@petersburgak.gov PETERSBURG BOROUGH COUNSEL JERMAIN DUNNAGAN & OWENS, P.C. 111 W. 16th Avenue, Suite 203 Anchorage, AK 95501 Cynthia Cartledge ........................................................................................................... Tel: (907) 563-8844 ccartledge@jdolaw.com Rita R. Bennett ................................................................................................................ Tel: (907) 563-8844 rbennett@jdolaw.com CITY OF UNALASKA 43 Raven Way, P.O. Box 610 Unalaska, AK 99685 Bil Homka, City Manager ................................................................................................ Tel: (907) 581-1251 bhomka@ci.unalaska.ak.us Jim Sharpe, Interim Finance Director ............................................................................. Tel: (907) 581-1251 jsharpe@ci.unalaska.ak.us Kelly Tompkins, Acting Controller ................................................................... Tel: (907) 581-1251 ext. 3108 ktompkins@ci.unalaska.ak.us CITY OF UNALASKA COUNSEL FOSTER GARVEY PC 1111 Third Avenue, Suite 3000 Seattle, Washington 98101 Marc Greenough ............................................................................................................. Tel: (206) 447-7888 marc.greenough@foster.com Courtney Dausz .............................................................................................................. Tel: (503) 553-3131 courtney.dausz@foster.com Alaska Municipal Bond Bank, 2025 Series One & Two Distribution List PAGE 6 OF 6 CITY OF WHITTIER PO Box 608 Whittier, AK 99693-0608 Kris Erchinger, Finance Director ....................................................................................... Tel: (907) 831-6683 kerchinger@whittieralaska.gov CITY OF WHITTIER COUNSEL JERMAIN DUNNAGAN & OWENS, P.C. 111 W. 16th Avenue, Suite 203 Anchorage, AK 95501 Cynthia Cartledge ........................................................................................................... Tel: (907) 563-8844 ccartledge@jdolaw.com Rita R. Bennett ................................................................................................................ Tel: (907) 563-8844 rbennett@jdolaw.com BORROWER EMAIL GROUP: citymanager@cityofcordova.net; sglasen@cityofcordova.net; angie.flick@juneau.gov; Ruth.Kostik@juneau.gov; cynthia.weed@klgates.com; kerry.salas@klgates.com; bharbaugh@kpb.us; charlannet@kgbak.us; alexp@kgbak.us; racheln@kgbak.us; glennb@kgbak.us; aostdiek@stradlinglaw.com; cnevins@stradlinglaw.com; jediger@stradlinglaw.com; jtow@petersburgak.gov; ccartledge@jdolaw.com; kerchinger@whittieralaska.gov; dcross@kodiakak.us; marc.greenough@foster.com; courtney.dausz@foster.com; rbennett@jdolaw.com; bhomka@ci.unalaska.ak.us; jsharpe@ci.unalaska.ak.us; ktompkins@ci.unalaska.ak.us 111 WEST 16 TH AVENUE, SUITE 203,ANCHORAGE,ALASKA 99501 TELEPHONE (907) 563-8844 FAX (907) 563-7322 WWW.JDOLAW.COM {00990216} 006789.00002 2532354v1 April 9, 2025 CERTIFIED MAIL: 9414 7266 9904 2160 7154 61 RETURN RECEIPT REQUESTED Department of the Treasury Internal Revenue Service Center Ogden, UT 84201 Re: Kodiak Island Borough, Alaska General Obligation School Refunding Bond, 2025 To Whom It May Concern: Enclosed for filing, please find Form 8038-G on behalf of the Kodiak Island Borough, Alaska and its General Obligation School Refunding Bond, 2025. Sincerely, JERMAIN, DUNNAGAN & OWENS, P.C. s/Sherry Sims Sherry Sims Paralegal /ss Enclosure