TOBACCO SETTLEMENT FINANCING CORPORATION MEETING MINUTES MARCH 5, 2014 Minutes of the meeting of the Tobacco Settlement Financing Corporation (the “Corporation”) held in the main conference room of the Office of the State Treasurer, first floor of the State House, 125 West State Street, Trenton, New Jersey on March 5, 2014. The following Corporation members were present: Andrew P. Sidamon-Eristoff, State Treasurer and Chairperson Rachel Hammond, Senior Associate, Office of Chief of Staff, Department of Health, ExOfficio (Commissioner O’Dowd’s designee) constituting a quorum of the Members of the Corporation. Also present were: Charlene Holzbaur, Director, Office of Management and Treasurer of the Corporation Sharon Alessi, Secretary of the Corporation Steven Petrecca, Assistant State Treasurer David Moore, Manager, Office of Public Finance Anthony Longo, Manager, Office of Public Finance Kavin K. Mistry, Assistant Attorney General, Division of Law M. Jeremy Ostow, DeCotiis, FitzPatrick & Cole, LLP Charles Ellinwood, Barclays Capital Bill Bloom, Director, Barclays Capital Kym Arnone, Managing Director, Barclays Capital Frank Cannone, Gibbons P.C. David Crapo, Gibbons, P.C. Edward Larkin, Gibbons P.C. Pete Nissen, Acacia Financial Kim Whelan, Acacia Financial Andrew P. Sidamon-Eristoff, the State Treasurer and Chairperson of the Corporation, presided at the meeting and Sharon Alessi, Secretary, kept the minutes. Mr. Sidamon-Eristoff convened the meeting at 4:05 p.m. and made the following statement: Pursuant to a Notice of Public Meeting, published in accordance with the Open Public Meeting Act (N.J.S.A. 10:4-6 et seq.), this meeting of the Members of the Board of the Corporation is held on March 5, 2014, in the main conference room of the Office of the State Treasurer, first floor of the State House, West State Street, Trenton, New Jersey at 4:05 PM local time. Public notice of this meeting was provided to the Newark Star Ledger, the Press of Atlantic City, the Bergen Record and the Trenton Times. A notice of this meeting was also posted in the office of the Secretary of State and delivered on that same date to every newspaper having an office in this State House. Roll call was announced and acknowledged that a quorum was present. Mr. Sidamon-Eristoff announced that the purposes of the meeting were: (i) To approve the minutes of the June 20, 2013 meeting, (ii) To approve a resolution authorizing the execution and delivery of pledge Agreements and authorizing other actions in connection with the Corporation’s 2007-1B and 2007-1C Bonds, and (iii) To conduct an executive session to receive legal advice and discuss contractual matters. APPROVAL OF MINUTES OF THE JUNE 20, 2013 MEETING OF THE CORPORATION Mr. Sidamon-Eristoff asked for a motion to adopt the minutes of the June 20, 2013 meeting of the corporation. Ms. Hammond then made such a motion to adopt the minutes. The motion was seconded by Mr. Sidamon-Eristoff. There being no questions, comments or discussion from the board, the motion was adopted on a call of roll as follows: AYEs: 2 NAYs: 0 No members of the Corporation abstained and the motion to adopt the minutes was unanimously approved by the Board. APPROVAL OF RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF PLEDGE AGREEMENTS AND AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE CORPORATION’S 2007-1B AND 2007-1C BONDS Mr. Sidamon-Eristoff asked that the Corporation’s special counsel, M. Jeremy Ostow from the law firm of DeCotiis, FitzPatrick and Cole, to describe the resolution relating to the Corporation’s 2007-1B and 2007-1C Bonds. Mr. Ostow then described the resolution and other documents relating to the Corporation’s 2007-1B and 2007-1C Bonds to the board. Mr. Sidamon-Eristoff asked if there were any questions or discussion. There being no questions, comments or further discussion from the board, Mr. Sidamon-Eristoff asked for a motion to approve the resolution executing and delivery of pledge agreements and authorizing other actions in connection with the Corporation’s 2007-1B and 2007-1C bonds. Ms. Hammond then made such a motion to adopt the Resolution. The motion was seconded by Mr. Sidamon-Eristoff. There being no further discussion, the motion was adopted on a call of roll as follows: AYEs: 2 NAYs: 0 No members of the Corporation abstained and the motion to adopt the Resolution was unanimously approved by the Board. EXECUTIVE SESSION Mr. Sidamon-Eristoff announced that he would like to ask for a motion to go into Executive Session in order to discuss contractual matters and to receive legal advice concerning the Corporation’s guaranteed investment contracts generally and the claims of the Corporation relating to since terminated guaranteed investment contracts with the now bankrupt entities known as Lehman Brothers Special Financing and Lehman Brothers Holdings Inc. and to receive legal advice concerning the Corporation’s 2007-1B and 2007-1C Bonds. The results of such session will be made public in accordance with the provisions of the Open Public Meetings Act when the need for confidentiality no longer exists. Ms. Hammond then moved the motion to go into Executive Session. The motion was seconded by Mr. Sidamon-Eristoff. There being no further discussion, the motion was adopted on a call of roll as follows: AYEs: 2 NAYs: 0 No members of the Corporation abstained and the motion was unanimously approved by the Board. The room was then cleared of all members of the public and the door to the room was then closed. EXECUTIVE SESSION TO BEGIN The executive session began. RETURN TO PUBLIC SESSION The Members of the Board of the Corporation entered back into public session and the meeting continued. ADDITIONAL BUSINESS/PUBLIC COMMENT Mr. Sidamon-Eristoff asked for a motion appointing Robert Romano, Vice President of the Corporation, as the Corporation’s authorized designee to any mediation sessions involving Lehman Brothers Special Financing or Lehman Brothers Holdings Inc. and to report back to the Board of the Corporation in connection with the mediation sessions as needed. Ms. Hammond then moved the motion. The motion was seconded by Mr. Sidamon-Eristoff. There being no further discussion, the motion was adopted on a call of roll as follows: AYEs: 2 NAYs: 0 No members of the Corporation abstained and the motion was unanimously approved by the Board. Mr. Sidamon-Eristoff then stated that those wishing to present additional business to be considered by the Board or make public comment may do so. There being no additional business presented to the Board for consideration and no comments by members of the general public were made to the Board. ADJOURNMENT OF THE MEETING There being no further business to discuss, Mr. Sidamon-Eristoff thanked the Board Members and the others present and requested a motion to adjourn. Ms. Hammond moved to adjourn the meeting, and Mr. Sidamon-Eristoff seconded the Motion, which was unanimously adopted. The Tobacco Settlement Financing Corporation meeting ended at approximately 5:05 p.m. Respectfully submitted, Sharon Alessi Secretary of the Corporation