2010 Bonds

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

• a. Exhibit A-1: Form of 2010 Bonds
• b. Schedule I: Bond Maturity Schedule

10. Specimen Bonds

11. Bond Purchase Contract

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

12. Preliminary Official Statement

13. 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

14. Continuing Disclosure Agreement

15. Arbitrage Certificate

16. IRS Form 8038-G

17. Closing Receipt

• a. (a) Schedule I: Total Amount Due from Representative
• b. (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:

• a. Exhibit A: Authority By-Laws
• b. Exhibit B: Bond Resolutions
• c. Exhibit C: Resolution Approving Intergovernmental Cooperation Agreement
• d. Exhibit D: Resolution Approving Plan
• e. Exhibit E: Form Bonds
• f. Exhibit F: Certificate of Bond Committee
• g. Exhibit G: Agency Letter
• h. Exhibit H: Account Deposit Agreement
• i. 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:

• a. Exhibit A: Bill No. 1437 (Tax Ordinance)
• b. 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