2006 Bonds

PREPARED BY: KLETT ROONEY LIEBER & SCHORLING

a professional corporation
$89,950,000 Special Tax Revenue Refunding Bonds
(City of Philadelphia Funding Program)
Series of 2006

• Closing Documents List

Bond Documents

A. 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 the Amended and Restated Indenture of Trust dated as of June 1, 2003
5. DTC Blanket Letter of Representation (executed in 1999)

B. BASIC BOND DOCUMENTS

1. Fourth Supplement to Amended and Restated Indenture of Trust dated as of June 1, 2006

• a. Exhibit A: Form of 2006 Bond
• b. Exhibit B: Interest Rate Swap Transaction Documents

2. Bond Purchase Contract

• a. Exhibit A: Letter of Representations
• b. Exhibit B: Supplemental Legal Opinion of Bond Counsel
• c. Exhibit C: Opinion of Counsel to Authority addressed to Representative
• d. Exhibit D: Opinion of City Solicitor addressed to Representative
• e. Exhibit E: Opinion of Special Counsel to the City addressed to Representative

3. Auction Agency Agreement
4. Broker Dealer Agreement
5. Official Statement
6. Tax Compliance Agreement

• a. Exhibit A: Sources and Uses
• b. Exhibit B: Certificate of Underwrite
• c. Exhibit C: Certificate of Bond Insurer
• d. Exhibit D: Certificates of Swap Provider and Swap Broker

7. Internal Revenue Service Form 8038-G
8. Closing Receipt

• a. Schedule I: Sources and Uses
• b. Schedule II: Financing Fees and Expenses

9. Specimen Bonds
10. Continuing Disclosure Agreement

C. DOCUMENTS PROVIDED BY THE AUTHORITY

1. Disbursement Letter Agreement with the State Treasurer
2. Proof of Publication Notice pursuant to §303 (b) of the Act.
3. Certificate of Secretary of Authority relating to By-Laws, Resolutions and forms of Bonds, with Exhibits

• a. Exhibit A: Authority Bylaws
• b. Exhibit B: Bond Resolution
• c. Exhibit C: Resolution Approving Intergovernmental Cooperation Agreement
• d. Exhibit D: Letter appointing authorities concerning appointment of Authority Board Members
• e. Exhibit E: Form of Bond

4. Certificate of Authority pursuant to the Bond Purchase Contract and Section 2.11(f) of the Indenture

• a. Exhibit A: Verification Report of Isdaner & Company

5. Letter of Authority to City regarding Amended and Restated Indenture of Trust with Consent by City
6. Consent of Accountants, Isdaner & Company, as to inclusion of Audit Report in OS

D. DOCUMENTS PROVIDED BY THE CITY

1. Certificate as to Incumbency and Signatures of City Officials
2. Certificate of Director of Finance required by Section 9(e)(viii) of the Bond Purchase Contract
3. 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
4. Certificate of Chief Clerk as to effectiveness of ordinances and Resolutions, with Exhibits

• a. Exhibit A: Bill No. 1437 (Tax Ordinance)
• b. Exhibit B: Bill No. 1563-A (Cooperation Ordinance)

5. Copy of Tax Collection Agency Agreement, certified by the Commissioner of the City and the City Solicitor

E. DOCUMENTS PROVIDED BY REPRESENTATIVE OF UNDERWRITERS

1. Letter of Representations of City
2. Blue Sky Memorandum
3. Rating Letters

F. DOCUMENTS DELIVERED BY TRUSTEE

1. General Certificate of Trustee with respect to the Indenture, with exhibits
2. Redemption Notice regarding 1996 Bonds

G. DOCUMENTS DELIVERED BY BOND INSURER

1. Bond Insurance Policy
2. Tax Certificate of Bond Insurer

H. OPINIONS OF COUNSEL

1. General Counsel to the Authority
2. City Solicitor
3. Special Counsel to the City
4. Counsel to the Trustee
5. Co-Counsel to the Underwriters
6. Counsel for Bond Insurer
7. Approving Opinion of Bond Counsel
8. Reliance letter with respect to Opinion of Bond Counsel
9. Supplemental Opinion of Bond Counsel

I. DOCUMENTS RELATING TO SWAP

1. Option On Interest Rate Swap Transaction Agreement (December 6, 2001), together with Swap Confirmation (REVISION)(dated June 9, 2006)
2. Certificate Identifying Anticipatory Hedge (December 6, 2001), together with Supplemental Certificate (dated June 13, 2006)
3. Swap Provider’s Certificate
4. Swap Broker’s Certificate