2009 Bonds

PREPARED BY: Ballard Spahr Andrews & Ingersoll, LLP

$354,925,000 Special Tax Revenue Refunding Bonds
(City of Philadelphia Funding Program)
Series of 2009

• 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 Third Supplement to Amended and Restated Indenture of Trust dated as of June 1, 2003

4. Copy of the Second Supplement to the Amended and Restated Indenture of Trust dated as of April 1, 1999

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. DTC Blanket Letter of Representation (executed in 1999)

B. BASIC BOND DOCUMENTS

1. Sixth Supplement to the Amended and Restated Indenture of Trust dated as of June 1, 2009

• a. Exhibit A-1: Form of 2009 Bonds – Bond Maturity Schedule

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
• d. Exhibit D: Opinion of City Solicitor
• e. Exhibit E: Opinion of Special Counsel to the City

3. Preliminary Official Statement
4. Official Statement

• a. Appendix A: Audited Financials for the Authority (year Ending June 30, 2008
• b. Appendix B: Certain Information Concerning the City of Philadelphia
• c. Appendix C: Definitions of Certain Terms and Summary of Certain provisions of the Indenture
• d. Appendix D: Proposed Form of Opinion of Bond Counsel
• e. Appendix E: Proposed Form of Continuing Disclosure Agreement

5. Continuing Disclosure Agreement
6. Tax Compliance Certificate

• a. Exhibit A: Sources and Uses of Proceeds
• b. Certifications of the City
• c. Certifications of the Underwriters

7. Internal Revenue Service Form 8038-G

8. Closing Receipt

• a. Schedule I: Total Amount Due from Representative
• b. Schedule II: Financing Fees and Expenses

9. Specimen Bonds

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. Letters of appointing authorities concerning appointment of Authority Board Members
4. Certificate of Secretary of Authority realting to By-Laws, Resolutions and Forms of Bonds, with Exhibits

• a. Exhibit A: Authority By-Laws
• b. Exhibit B: Bond Resolution
• c. Exhibit C: Resolution Approving Intergovernmental Cooperation Agreement
• d. Exhibit D: Resolution Approving Plan
• e. Exhibit E: Form of Bonds
• f. Exhibit F: Certification of Bond Committee

5. Certified Five-Year Plan of City for Fiscal Years 2009 through 2013 pursuant to Section 9(e)(iii) of the Bond Purchase Contract.
6. Certificate of Authority pursuant to Section 9(e)(xvii) the Bond Purchase Contract and Section 2.11(f) of the Indenture.
7. Letter of Authority to City regarding Amended and Restated Indenture of Trust with Consent by City.
8. Consent of MBIA Insurance Corporation, on behalf of Financial Guaranty Insurance Company, to Sixth Supplement to Amended and Restated Indenture of Trust.
9. Consent of Financial Security Assurance Inc. to Sixth Supplement to Amended and Restated Indenture of Trust.
10. Consent of Accountants, Isdaner & Company, as to inclusion of Audit Report in 0s and POS.

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, 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 Revenue Commissioner of the City and the City Solicitor.

E. DOCUMENTS PROVIDED BY REPRESENTATIVE OF UNDERWRITERS

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

F. DOCUMENTS DELIVERED BY TRUSTEE

1. General Certificate of Trustee with Respect to the Indenture.
2. Redemption Notice regarding 1999 Bonds.

G. OPINIONS OF COUNSEL

1. Opinion of Counsel to the Authority.
2. Opinion of City Solicitor.
3. Opinion of Special Counsel to the City.
4. Opinion of Counsel to the Trustee.
5. Opinion of Co-Counsel to the Underwriters.
6. Approving Opinion of Bond Counsel.
7. Supplemental Opinion of Bond Counsel.

H. SWAP TERMINATION DOCUMENTATION

1. 2009 Bonds Swap Documents.
2. Evidence of Exercise of Swaption.
3. Evidence of Termination of 2009 Bonds Swap.
4. Fairness Opinion on Pricing of Termination of 2009 Bonds Swap.