PREPARED BY: Greenberg Traurig

$206,960,000 Special Tax Revenue Refunding Bonds (City of Philadelphia Funding Program) Series of 2010

• Closing Documents List

Bond Documents

BACKGROUND DOCUMENTS

• 1. Copy of the Amended and Restated Indenture of Trust dated as of December 1, 1994
• 2. Copy of the First Supplement to the Amended and Restated Indenture of Trust dated as of May 15, 1996
• 3. Copy of the Second Supplement to the Amended and Restated Indenture of Trust dated as of April 1, 1999
• 4. Copy of the Third Supplement to Amended and Restated Indenture of Trust dated as of June 1, 2003
• 5. Copy of the Fourth Supplement to Amended and Restated Indenture of Trust dated as of June 1, 2006
• 6. Copy of the Fifth Supplement to Amended and Restated Indenture of Trust dated as of May 1, 2008
• 7. Copy of the Sixth Supplement to Amended and Restated Indenture of Trust dated as of June 1, 2009
• 8. DTC Blanket Letter of Representations

BASIC BOND DOCUMENTS

• 9.  Seventh Supplement to the Amended and Restated Indenture of Trust dated as of June 1, 2009
  • Exhibit A-1: Form of 2010 Bonds
  • Schedule I: Bond Maturity Schedule
• 10.  Specimen Bonds
• 11.  Bond Purchase Contract
  • Schedule I: Bond Terms
  • Exhibit A:    Form of Letter of Representations
  • Exhibit B:    Form of Supplemental Legal Opinion of Bond Counsel
  • Exhibit C:    Form of Opinion of Counsel to Authority
  • Exhibit D:    Form of Opinion of City Solicitor
  • Exhibit E:    Form of Opinion of Special Counsel to the City
• 12.  Preliminary Official Statement
• 13.  Official Statement
  • Appendix A: Audited Financials for the Authority (year Ending June 30, 2008
  • Appendix B: Certain Information Concerning the City of Philadelphia
  • Appendix C: Definitions of Certain Terms and Summary of Certain provisions of the Indenture
  • Appendix D: Proposed Form of Opinion of Bond Counsel
  • Appendix E: Proposed Form of Continuing Disclosure Agreement
• 14.  Continuing Disclosure Agreement
• 15.  Arbitrage Certificate
• 16.  IRS Form 8038-G
• 17.  Closing Receipt
  • (a) Schedule I: Total Amount Due from Representative
  • (b) Schedule II: Financing Fees and Expenses

DOCUMENTS PROVIDED BY THE AUTHORITY

• 18.  Disbursement Letter Agreement with the State Treasurer
• 19.  Proof of Publication Notice pursuant to §303(b) of the Act.
• 20.  Letters of appointing authorities concerning appointment of Authority Board Members.
• 21.  Authority General Certificate:
  • Exhibit A: Authority By-Laws
  • Exhibit B: Bond Resolution
  • Exhibit C: Resolution Approving Intergovernmental Cooperation Agreement
  • Exhibit D: Resolution Approving Plan
  • Exhibit E: Form of Bonds
  • Exhibit F: Certification of Bond Committee
  • Exhibit G: Agency Letter
  • Exhibit H: Account Deposit Agreement
  • Exhibit I: Intergovernmental Cooperation Agreement
• 22.  Certified Five-Year Plan of City for Fiscal Years 2010 through 2014 pursuant to Section 9(e)(iii) of the Bond Purchase Contract.
• 23.  Certificate of Authority pursuant to Section 9(e)(xvii) the Bond Purchase Contract and Section 2.11(f) of the Indenture.
• 24.  Letter of Authority to City regarding Amended and Restated Indenture of Trust with Consent by City.
• 25.  Consent of National Public Finance Guarantee, on behalf of Financial Guaranty Insurance Company, to Seventh Supplement to Amended and Restated Indenture of Trust.
• 26.  Consent of Accountants

DOCUMENTS PROVIDED BY THE CITY

• 27.  Certificate as to Incumbency and Signatures of City Officials.
• 28.  Certificate of Director of Finance required by Section 9(e)(viii) of the Bond Purchase Contract.
• 29.  Certificate of Director of Finance certifying the most recent Financial Plan of the City, as required by Section 9(e)(iii) of the Bond Purchase Contract.
• 30.  Certificate of Chief Clerk as to effectiveness of Ordinances:
  • Exhibit A: Bill No. 1437 (Tax Ordinance)
  • Exhibit B: Bill No. 1563-A (Cooperation Ordinance)
• 31.  Copy of Tax Collection Agency Agreement, certified by the Revenue Commissioner of the City and the City Solicitor.

DOCUMENTS PROVIDED BY REPRESENTATIVE OF UNDERWRITERS

• 32.  Letter of Representations of City.
• 33.  Blue Sky Memoranda.
• 34.  Rating Letters.

DOCUMENTS DELIVERED BY TRUSTEE

• 35.  General Certificate of Trustee with Respect to the Indenture.
• 36.  Redemption Notice regarding 2008 Bonds.

OPINIONS OF COUNSEL

• 37.  Opinion of Counsel to the Authority.
• 38.  Opinion of City Solicitor.
• 39.  Opinion of Special Counsel to the City.
• 40.  Opinion of Counsel to the Trustee.
• 41.  Opinion of Co-Counsel to the Underwriters.
• 42.  Approving Opinion of Bond Counsel.
• 43.  Supplemental Opinion of Bond Counsel.

SWAP TERMINATION DOCUMENTATION

• 44.  Evidence of Termination of 2009 Bonds Swap.
• 45.  Fairness Opinion on Pricing of Termination of 2008 Bonds Swap.