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| PREPARED BY: WolfBlock LLP |
| $214,565,000 Special Tax Revenue Refunding Bonds (City of Philadelphia Funding Program) Series of 2008 |
Closing Documents List |
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| Bond Documents |
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| A. BACKGROUND DOCUMENTS |
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01. Copy of the Amended and Restated Indenture of Trust dated as of December 1, 1994 |
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02. Copy of the First Supplement to the Amended and Restated Indenture of Trust dated as of May 15, 1996 |
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03. Copy of the Second Supplement to the Amended and Restated Indenture of Trust dated as of April 1, 1999 |
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04. Copy of the Third Supplement to Amended and Restated Indenture of Trust dated as of June 1, 2003 |
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05. Copy of the Fourth Supplement to Amended and Restated Indenture of Trust dated as of June 1, 2006 |
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06. DTC Blanket Letter of Representation (executed in 1999) |
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| B. BASIC BOND DOCUMENTS |
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01(1). Fifth Supplement to the Amended and Restated Indenture of Trust dated as of May 1, 2008 |
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01(a) Exhibit A-1 Form of 2008A Bond |
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01(b) Exhibit A-2 Form of 2008B Bond |
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01(c) Exhibit B Interest Rate Swap Transaction documents |
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02(1). Bond Purchase Contract |
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02(a) Exhibit A Letter of Representations |
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02(b) Exhibit B Supplemental Legal Opinion of Bond Counsel |
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02(c) Exhibit C Opinion of Counsel to Authority |
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02(d) Exhibit D Opinion of City Solicitor |
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02(e) Exhibit E Opinion of Special Counsel to the City |
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03. Remarketing Agreement |
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04(1). Standby Bond Purchase Agreement |
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04(a) Exhibit A Notice of Bank Purchase (Liquidity Purchase) |
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04(b) Exhibit B Notice of Bank Purchase (Mandatory Purchase) |
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04(c) Exhibit C Request for Extension |
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04(d) Exhibit D Notice of Extension |
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04(e) Exhibit E Notice of Termination |
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04(f) Exhibit F Form of Custody Agreement |
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04(g) Exhibit G Notice of Increase of Available Commitment |
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05. Custody Agreement |
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06. Preliminary Official Statement |
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07(1). Official Statement |
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07(a) Appendix A Audited Financials for the Authority as of June 30, 2007 |
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07(b) Appendix B Certain Information Concerning the City of Philadelphia |
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07(c) Appendix C Definitions of Certain Terms and Summary of Certain provisions of the Indenture |
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07(d) Appendix D Proposed Form of Opinion of Bond Counsel |
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07(e) Appendix E Specimen Copy of Bond Insurance Policy |
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07(f) Appendix F Certain Information Concerning the Bank |
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08(1). Tax Compliance Certificate |
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08(a) Exhibit A Sources and Uses |
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08(b) Exhibit B Certificate of Underwriter |
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08(c) Exhibit C Certificate of Bond Insurer |
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08(d) Exhibit D Certificate of Swap Adviser |
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08(e) Exhibit E Arbitrage Rebate |
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08(f) Exhibit F-1 Certificate Identifying Hedge for Tax-Exempt Bond Issue |
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08(g) Exhibit F-2 Certificate Identifying Hedge |
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09. Internal Revenue Service Form 8038-G |
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10(1). Closing Receipt |
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10(a) Schedule I Total Amount Due from Representative |
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10(b) Schedule II Financing Fees and Expenses |
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11. UCC Financing Statement |
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12(1). Specimen Bonds |
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12(a) 2008A Bond |
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12(b) 2008B Bond |
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12(c) Global Bond - 2008A Bond |
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12(d) Global Bond - 2008B Bond |
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| C. DOCUMENTS PROVIDED BY THE AUTHORITY |
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01. Disbursement Letter Agreement with the State Treasurer |
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02. Proof of Publication Notice pursuant to §303 (b) of the Act. |
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03. Letters of appointing authorities concerning appointment |
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04(1). Certificate of Secretary of Authority realting to By-Laws, Resolutions and Forms of Bonds, with Exhibits |
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04(a). Exhibit A Authority By-Laws |
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04(b). Exhibit B Bond Resolution |
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04(c). Exhibit C: Resolution Approving Intergovernmental Cooperation Agreement |
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04(d). Exhibit D Resolution Approving Plan |
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04(e). Exhibit E Form of Bonds |
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04(f). Exhibit F Certification of Bond Committee |
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05. Certificate of Authority pursuant to the Bond Purchase Contract and Section 2.11(f) of the Indenture |
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06. Consent of Financial Guaranty Insurance Company to Fifth Supplement to Amended and Restated Indenture of Trust |
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07. Letter of Authority to City regarding Amended and Restated Indenture of Trust with Concent by City |
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08. Certificate of JPMorgan Chase Bank (the "Liquidity Provider") as required by the Bond Purchase Contract |
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09. Certificate of Assistant Corporate Secretary of JPMorgan |
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10. Consent of Accountants, Isdaner & Company |
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| D. DOCUMENTS PROVIDED BY THE CITY |
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01. Certificate as to Incumbency and Signatures |
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02. Certificate of Director of Finance required by Section 9 |
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03(1). Certificate of Director of Finance certifying the most recent Financial plan of the City (the "Plan"), as required by Section 9(e)(iii) of the Bond Purchase Contract |
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03(a). Five-Year Plan of City for Fiscal Years 2007 through 2012 |
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04(1). Certificate of Chief Clerk as to effectiveness of Ordinances and Resolutions, with Exhibits |
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04(a). Exhibit A Bill No. 1437 (Tax Ordinance) |
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04(b). Exhibit B Bill No. 1563-A (Cooperation Ordinance) |
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05. Copy of Tax Collection Agency Agreement, certified by the Commissioner of the City and the City Solicitor |
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| E. DOCUMENTS PROVIDED BY REPRESENTATIVE OF UNDERWRITERS |
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01. Letter of Representations of City |
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02. Letter of Representations of City 2 |
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03. Rating Letters |
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| F. DOCUMENTS DELIVERED BY TRUSTEE |
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01. General Certificate of Trustee with Respect to the Indenture, with exhibits |
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02. Redemption Notice regarding 2003 Bonds |
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03. Redemption Notice regarding 2006 Bonds |
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| G. DOCUMENTS DELIVERED BY BOND INSURER |
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01. Bond Insurance Policy |
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02. Tax Certificate of Bond Insurer |
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| H. OPINIONS OF COUNSEL |
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01. Opinion of Counsel to the Authority |
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02. Opinion of City Solicitor |
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03. Opinion of Special Counsel to the City |
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04. Opinion of Counsel to the Trustee |
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05. Opinion of Co-Counsel to the Underwriters |
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06. Opinion of Counsel for Liquidity Provider |
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07. Opinion of Counsel for Bond Insurer |
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08. Approving Opinion of Bond Counsel |
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09. Supplemental Opinion of Bond Counsel |
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| We welcome your questions and comments. Please email any feedback to info@picapa.org |
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